10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Form 10-K

(MARK ONE)
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM                                  TO

Commission File Number 000-27261

CH2M HILL Companies, Ltd.
(Exact name of registrant as specified in its charter)

Oregon	93-0549963
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
9191 South Jamaica Street, Englewood, CO	80112-5946
(Address of principal executive offices)	(Zip Code)

(303) 771-0900
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:
CH2M HILL common stock, Par Value $0.01 per share

         Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o    No ý

         Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o    No ý

         Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o    No ý

         Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o    No o

         Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

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

         Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No ý

         The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price as of June 30, 2009 was approximately $389.1 million. For purposes of this calculation, it is assumed that the registrant's affiliates include the registrant's Board of Directors, its executive officers and certain of its employee benefit plans. The registrant disclaims the existence of any control relationship between it and such employee benefit plans.

         As of February 12, 2010, there were 31,577,522 shares of the registrant's common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the definitive Proxy Statement for the 2010 Annual Meeting of Shareholders are incorporated by reference in Part III of this Annual Report on Form 10-K where indicated.

CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

		Page
PART I.
Item 1.	Business	4
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	20
Item 2.	Properties	20
Item 3.	Legal Proceedings	20
Item 4.	Submission of Matters to a Vote of Security Holders	20
PART II.		22
Item 5.	Market for Registrant's Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities	22
Item 6.	Selected Financial Data	28
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	29
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 8.	Financial Statements and Supplementary Data	41
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	41
Item 9A.	Controls and Procedures	41
Item 9B.	Other Information	42
PART III.		43
Item 10.	Directors, Executive Officers and Corporate Governance	43
Item 11.	Executive Compensation	43
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	43
Item 13.	Certain Relationships and Related Transactions, and Director Independence	43
Item 14.	Principal Accounting Fees and Services	43
PART IV.		44
Item 15.	Exhibits and Financial Statement Schedules	44
SIGNATURES

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Forward-Looking Statements

        The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on our behalf. We may from time-to-time make statements that are "forward-looking," including statements contained in this Annual Report on Form 10-K and other filings with the Securities and Exchange Commission (SEC) and in reports to our shareholders. Such statements may, for example, express expectations or projections about future actions that we may take or about developments beyond our control including changes in domestic or global economic conditions. These statements are made on the basis of our management's views and assumptions as of the time the statements are made and we undertake no obligation to update these statements. Our actual results may differ significantly from the results discussed in the forward-looking statements. General factors that might cause such differences include, but are not limited to:

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The continuance of and funding for certain governmental regulation and enforcement programs which create demand for our services

•

Our ability to attract, finance, and perform large, longer-term projects

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Our ability to insure against or otherwise cover the liability risks inherent in our business, including environmental liabilities and professional engineering liabilities

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Our ability to manage the risks inherent in the government contracting business

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Our ability to manage the costs associated with our fixed-price contracts

•

Our ability to manage the risks inherent in international operations, including operations in war and conflict zones

•

Our ability to successfully integrate future acquisitions

•

Our ability to attract and retain professional personnel

•

Changes in economic conditions

        For more information on these and other risk factors that may affect our business, refer to Item 1A. included in this Annual Report on Form 10-K.

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PART I

Item 1.    Business

Summary

        We are one of the largest professional engineering services firms worldwide and are employee-owned. Our business provides engineering, construction, operations, major project management and technical services to municipal, state, federal and private sector clients worldwide. Founded in 1946, we have 23,500 employees in offices worldwide.

        We believe we provide our clients with innovative project delivery using cost-effective approaches and advanced technologies. We continuously monitor acquisition and investment opportunities that will expand our portfolio of services, add value to the projects undertaken for clients, or enhance our capital strength. We believe that we are well positioned geographically, technically and financially to compete worldwide in the key markets we have elected to pursue and the clients we serve.

Our Operating Segments

        Effective May 2009, our chief operating decision maker (our Chief Executive Officer) began regularly reviewing operating results and making strategic and operating decisions with regards to assessing performance and allocating resources based on a revised reporting structure. Our segment presentation for 2009, 2008 and 2007 has been adjusted to reflect the new structure. For more information on our change in reporting segments refer to Note 16 of the Consolidated Financial Statements in Item 15 of this Annual Report on Form 10-K.

        We provide services to our clients through three operating segments: Government, Environment and Nuclear (GEN), Facilities and Infrastructure, and Energy. The structure is intended to provide for better decision making on an enterprise-wide basis.

        Our GEN segment generally provides a comprehensive range of services to the U.S. Federal government as well as services to international governments and industry. Our Facilities and Infrastructure segment generally provides a comprehensive range of services to various industry segments, and state, local and provincial governments. Our Energy segment generally provides a comprehensive range of services to private sector clients. Financial information for each segment for each of the last three years, including 2009, is included in Note 16 of the Notes to Consolidated Financial Statements in Item 15 of this Annual Report on Form 10-K.

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Our Clients and Key Markets

        The following table summarizes our primary client types, revenues and key markets served by each of our operating segments.

Operating Segment	Client Type	% of 2009 Revenues			Key Markets
Government, Environment and Nuclear	U.S. Federal Government		35	%		•	Nuclear
	and Governmental					•	Environmental Services
	Authorities					•	Government Facilities and Infrastructure
Facilities and Infrastructure	State and Local Governments		36	%		•	Water, Wastewater and Water Resources
						•	Transportation
						•	Operations Management
						•	Industrial and Advanced Technology
Energy	Private Sector		29	%		•	Energy and Chemicals
						•	Industrial Systems
						•	Power

Clients

        We provide our services to a broad range of domestic and international clients, including federal governments, state, local and provincial governments and private sector businesses. We perform services as the prime contractor, as subcontractors, or through joint ventures or partnership agreements with other service providers. The demand for our services generally comes from budgeting and capital

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spending decisions made by our clients. The following table provides a summary of representative clients:

Public Sector Clients					Private Sector Clients
	•	U.S. Department of Energy	•	U.S. cities		•	Major oil and gas companies,
		(DOE)	•	Foreign cities			refiners and pipeline
	•	U.S. Department of the	•	U.S. airports and seaports			operators
		Interior	•	U.S. and State Departments		•	Power utilities
	•	U.S. Air Force		of Transportation		•	Chemicals, bioprocessing and
	•	U.S. Navy	•	Water and Wastewater			refining companies
	•	U.S. Army Corps of		Municipalities		•	Metals and mining
		Engineers	•	Panama Canal Authority
	•	U.S. Agency for	•	Microelectronics
		International Development		manufacturers
	•	U.S. Environmental	•	Pharmaceutical and
		Protection Agency		biotechnology companies
	•	U.S. Federal Emergency	•	Automotive, food and
		Management Agency		beverage, metals and
	•	United Kingdom Atomic		consumer product
		Energy Authority		manufacturers
	•	London 2012 Olympic
		Delivery Authority
	•	Emirates Nuclear Energy
		Corporation
	•	Republic of Korea Ministry
		of Defense

Key Markets

        The following is a description of each of our key markets and the services we provide.

        Nuclear.    We provide program management, integration, engineering, design, construction management and a broad array of technical services for the DOE, U.S. and international commercial nuclear utility customers and various nuclear research, development and demonstration facilities. We manage various aspects of the implementation of new nuclear power plants and related facilities, and the decommissioning (characterization, decontamination, dismantling and demolition), remediation and/or closure of weapons production facilities and research reactors, and are involved in the siting, permitting and design of nuclear waste treatment and handling facilities. Additionally, we provide services for special nuclear material processing and operations.

        Environmental Services.    We provide program management, compliance and environmental consulting for contaminated site assessment and remediation projects, ecological and natural resource and sediments damage assessments, strategic environmental management, sustainability planning, and permitting services. We also provide environmental liability management services, site investigations, remedial design, implementation and construction services, treatment systems for hazardous and toxic waste contaminated properties, ordnance and explosives management services and sustainable development planning and design and construction services.

        Government Facilities and Infrastructure.    We provide lifecycle services for facilities and infrastructure to the U.S. federal and other national governments. Services include planning, consulting, design, engineering, program management, design/build, contingency planning and logistics support, and operations and maintenance. Operations and maintenance activities include outsourcing of facilities

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maintenance and management, utilities operations and maintenance, environmental support, other base operating services and minor capital construction projects. Contracts are typically long-term. Contingency planning and logistics support services include technical support, material expediting, supply and value chain management, transportation and distribution, and deployment logistics. We also provide telecommunications design and program management services for public and private sector clients worldwide.

        Water, Wastewater and Water Resources.    We provide a complete range of services for the planning, design/build, construction, construction management and program management of water supply and delivery systems, and wastewater collection and treatment facilities. Services are provided for new and expanded water storage, transmission, treatment (including desalination plants and membrane technology) and disposal systems, wastewater distribution systems, and wastewater collection and conveyance systems. Additionally, we provide water resources management, environmental restoration and watershed management, ground water modeling and protection, wastewater reclamation and reuse, biosolids management and financial planning.

        Transportation.    We provide full transportation solutions for airports, highways, bridges, ports and maritime, railroads, and transit systems for both the public and private sector. For all of our clients, we provide design, value engineering, design-build, project/program management, construction management, feasibility studies, public involvement/community management, environmental, and sustainability planning. Airport services include airfield design, airfield infrastructure, airspace obstruction analysis, and noise analyses. For our highway and bridge clients, we provide corridor location studies, traffic engineering, intelligent transportation systems, bridge condition assessment and load ratings, and structural seismic analysis and retrofit design. Ports and maritime client services include architecture, commercial, and owner's representative. Transit and rail services include alternatives analysis, and security services for light rail, commuter rail, freight rail, bus rapid transit, and fleet maintenance facilities.

        Operations Management.    We provide long-term site based contract services, and short-term project based consulting and engineering services in the public and private sector markets. Long-term contract services include operation and maintenance of client critical infrastructure such as water, wastewater, facility management, HVAC, transportation infrastructure, equipment and process operations and maintenance, and building and site grounds management and maintenance. We also provide operational support services under long term contracts such as public works services, community development, accounting, human resources, procurement, revenue enhancement, and parks and recreation functions. Short-term project based services include small capital engineering, start-up and performance testing, system optimization, asset management, staff augmentation, staff training, capital improvement plan management, and business process optimization.

        Industrial and Advanced Technology.    We provide program management, consulting, planning, architectural and engineering design, construction services and products, and facility support/optimization to manufacturing clients in the high-technology research and manufacturing markets including circuit, wafer, foundry, nanotechnology, research laboratory, data center and flat panel display industries. Our clients typically require integrated design and construction services for complex manufacturing systems, including cleanrooms, ultrapure water and wastewater systems, chemical and gas systems and production tools.

        Energy and Chemicals.    We provide a broad array of life cycle services to the energy, mining, and chemicals markets. The energy markets include upstream oil and gas, oil sands, refining, biofuels, pipelines and terminals, and clean energy application projects such as gasification and carbon offset. Our services include major program management, consulting, front end engineering and design (FEED Services), engineering-procurement-construction (EPC) projects, fabrication and module assembly of client-owned facilities, construction services, operations and maintenance (O&M), integrated planning,

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permitting, and EPC delivery and sustaining services to reduce cycle times and to meet the energy needs of the future in a sustainable manner. We also provide consulting and project delivery services for a diverse portfolio of projects including greenhouse gas management and energy conservation (e.g., LEED certification). We also bring our clients specialized know-how in planning, logistics, modular design and construction, constructing and maintaining facilities in extreme climatic conditions throughout the Arctic region (including Alaska, Russia, and Canada), as well as South America and the Middle East.

        Industrial Systems.    We provide a broad array of life cycle services to industrial markets to improve the performance and operations of industrial facilities. These services typically include consulting, design, project, licensing, air quality management, environmental, health and safety auditing and performance, regulatory compliance, renewable energy and facility sustainability analysis, risk assessment and ecosystems management.

        Power.    We provide engineering and EPC services to regulated and nonregulated sectors of the power industry, including new generation capacity utilizing gas, coal, and alternative fuel technologies, industrial co-generation and environmental compliance-driven projects. These services include integrated EPC and startup competencies that employ enhanced engineering and management tools.

Competition

        The market for our design, consulting, engineering construction, operations and maintenance, and program management services is highly competitive. We compete with large multinational firms as well as smaller firms with less resources who offer lower prices for particular services. In addition, some of our clients, including government agencies, occasionally utilize their own internal resources to perform design, engineering and construction services where we might have been the service provider.

        Numerous mergers and acquisitions in the engineering services industry have resulted in a group of large firms that offer a full complement of single-source services including studies, designs, construction, operations, maintenance and in some instances, facility ownership. Included in the current trend is movement towards larger program and contract awards and longer-term contract periods for a full suite of services, (e.g., 5 to 20 year full-service contracts). While these larger, longer, more comprehensive contracts require us to have substantially greater financial and human capital than in the past, we compete effectively for these full service programs.

        To our knowledge, no single company or group of companies currently dominates any significant portion of the engineering services markets. Competition in the engineering services industry is based on quality of performance, reputation, expertise, price, technology, customer relationships, range of service offerings and domestic and international office networks. For additional information regarding competition, see "Risk Factors—Our industry is highly competitive" in Item 1A of this Annual Report on Form 10-K.

Backlog

        The following table provides backlog revenues by operating segment for the years ended December 31:

($ in millions)	2009		2008
Government, Environment and Nuclear	$	4,629.3	$	4,351.3
Facilities and Infrastructure		2,237.4		2,245.8
Energy		772.3		1,611.9
	$	7,639.0	$	8,209.0

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        We define backlog as contracted task orders less previously recognized revenue on such task orders. Our backlog does not reflect any future activities related to unconsolidated joint ventures. Many of our contracts require us to provide services that span over a number of fiscal quarters and often over fiscal years. U.S. government agencies operate under annual fiscal appropriations by Congress and fund various federal contracts only on an incremental basis. The same is true of many state, local and foreign contracts. For more information on backlog, see "Risk Factors—Our backlog is subject to unexpected adjustments and cancellations and is, therefore, an uncertain indicator of our future performance" in Item 1A of this Annual Report on Form 10-K. The decrease in Energy segment backlog is due to cancellations and suspension of work by clients due to the global economic recession.

Available Information

        In addition, for information regarding CH2M HILL, including free copies of filings with the Securities and Exchange Commission (SEC), please visit our web site at www.ch2m.com. The SEC filings, which include our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K are located in the About Us/Employee Ownership section of our web site and are made available as soon as practicable after they are filed with the SEC.

Item 1A.    Risk Factors

You should carefully consider the following factors and other information contained in this Annual Report on Form 10-K before deciding to invest in our common stock.

Risks Related to Our Business

Unpredictable economic cycles, uncertain demand for our engineering capabilities and related services, and failure by our major customers to pay our fees, could cause our revenue to fluctuate or result in uncollectible accounts receivable.

        Demand for our engineering and other services is affected by the general level of economic activity in the markets in which we operate, both in the U.S. and internationally. Our customers, particularly our private sector customers, and the markets in which we compete to provide services, are likely to experience periods of economic decline from time-to-time. In particular, the recent global economic downturn resulted in a slowdown in demand for our services in certain markets, most notably oil and gas, manufacturing and industrial clients. In the public sector, declines in state and tax revenues resulted in, and may continue to impact state and local government spending on civil infrastructure projects.

        Adverse economic conditions may decrease our customers' willingness to make capital expenditures or otherwise reduce their spending to purchase our services, which could result in diminished revenues and margins for our business. In addition, adverse economic conditions could alter the overall mix of services that our customers seek to purchase, and increased competition during a period of economic decline could force us to accept contract terms that are less favorable to us than we might be able to negotiate under other circumstances. Changes in our mix of services or a less favorable contracting environment may cause our revenues and margins to decline. Moreover, our customers may experience difficult business climates from time-to-time and could delay or fail to pay our fees as a result. If a customer failed to pay a significant outstanding fee, our financial results could be adversely affected and our stock price could be reduced. Adverse credit market conditions could negatively impact our customers' ability to fund their projects and therefore utilize our services. These credit disruptions could negatively impact our backlog and profits. Furthermore, any financial difficulties suffered by our subcontractors or suppliers could increase our costs or adversely impact project schedules.

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        The uncertainty of large-scale domestic and international projects makes it particularly difficult to predict whether and when we will receive a contract award. The uncertainty of contract award timing can present difficulties in matching our workforce size with our contract needs. If an expected contract award is delayed or not received, we could incur costs resulting from reductions in staff or redundancy of facilities that would have the effect of reducing our profits.

Changes and fluctuations in government's spending priorities could adversely affect our revenue expectations.

        Because a substantial part of our overall business is generated either directly or indirectly as a result of federal and local government regulatory and infrastructure priorities, shifts in these priorities due to changes in policy imperatives or economic conditions are often unpredictable and may affect our revenues. Significant government budget deficts may result in delays or cancelations for some of our projects.

        Political instability in key regions around the world coupled with the U.S. federal government's commitment to the war on terror put federal discretionary spending at risk, including spending on infrastructure projects that are of particular importance to our business. At the state and local levels, the need to compensate for reductions in the federal matching funds, as well as financing of federal unfunded mandates, creates tremendous pressures to cut back on infrastructure project expenditures as well. While we have won and are continuing to seek federal contracts related to changing U.S. federal government priorities, such as unforeseen disaster response, rebuilding Iraq and Afghanistan, and some other projects that reflect current government focus, there can be no assurances that potential reduction of federal infrastructure project funding would not adversely affect our business.

Environmental regulations and related compliance investigations are expensive, may adversely impact our project performance and could expose us to environmental liability.

        The assessment, analysis, remediation, handling, management and disposal of hazardous substances represent a significant portion of our business and involve significant risks. As a result, we are subject to a variety of environmental laws and regulations governing, among other things, discharges of pollutants and hazardous substances to air and water and the handling and disposal of hazardous waste including nuclear materials and related record keeping requirements. These laws and regulations and related investigations into our compliance, as it pertains to facility operations and remediation of hazardous substances, can cause project delays and, substantial management time commitment and may significantly add to our costs. Violations of these environmental laws and regulations could subject us to civil and criminal penalties and other liabilities, which can be very large. Although we have not been subject to any material civil or criminal penalties for violations of these laws to date, we have had to expend funds and divert resources to respond to reviews that have had a negative impact on the profitability of some projects. While the costs of these reviews have not been material to our consolidated results of operations in the past, additional or expanded reviews or proceedings relating to these laws, or any substantial fines or penalties, could affect our profitability and our stock price in the future, or could adversely affect our ability to compete for new business. Moreover, these laws and regulations may become more stringent, or may be more stringently enforced in the future, which could increase our costs of operations and reduce our profitability.

We may not be successful in growing through acquisitions or integrating effectively and efficiently any businesses and operations we may acquire.

        Our success depends on our ability to continually enhance and broaden our service offerings in response to changing customer demands, technology, and competitive pressures. Numerous mergers and acquisitions in our industry have resulted in a group of larger firms that offer a full complement of single-source services including studies, design, engineering, procurement, construction, operations, maintenance and, in some instances, facility ownership. To remain competitive, we may acquire new

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and complementary businesses to expand our portfolio of services, add value to the projects undertaken for clients or enhance our capital strength. We do not know if we will be able to complete any future acquisitions or whether we will be able to successfully integrate any acquired businesses, operate them profitably, or retain their key employees.

        Even if we do identify suitable acquisition candidates, we anticipate significant competition when trying to acquire these candidates, and there can be no assurance that we will be able to acquire such candidates at reasonable prices or on favorable terms. Some of the competing buyers may be stronger financially than we are. As a result of this competition, we may not succeed in acquiring suitable candidates or may have to pay more than we would prefer to make an acquisition. If we cannot identify or successfully acquire suitable acquisition candidates, we may not be able to successfully expand our operations. Further, there can be no assurance that we will be able to generate sufficient cash flow from an acquisition to service any indebtedness incurred to finance such acquisitions or realize any other anticipated benefits. Nor can there be any assurance that our profitability will be improved by any one or more acquisitions. Any acquisition may involve operating risks, such as:

•

the difficulty of assimilating the acquired operations and personnel and integrating them into our current business;

•

the potential disruption of our ongoing business;

•

preserving important strategic and customer relationships;

•

the diversion of management's attention and other resources;

•

the possible inability of management to maintain uniform standards, controls, procedures and policies;

•

the risks of entering markets in which we have little or no experience;

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the potential impairment of employee morale;

•

the possibility that any liabilities we may incur or assume may prove to be more burdensome than anticipated; and

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the possibility that any acquired firms do not perform as expected.

Inability to secure adequate bonding would impact our ability to win projects.

        As is customary in our industry, we are often required to provide performance and surety bonds to customers in connection with our construction, EPC and fixed price projects. These bonds indemnify the customer if we fail to perform our obligations under the contract. Failure to provide a bond on terms and conditions desired by a customer may result in an inability to compete for or win a project. Historically we have had and continue to have good relationships with our sureties and have a strong bonding capacity. The issuance of bonds under any bonding facilities, however, is at the sureties' sole discretion. Bonds may be more difficult to obtain in the future or they may only be available at significant additional cost. There can be no assurance that bonds will continue to be available to us on reasonable terms. Our inability to obtain adequate bonding may result in our ineligibility to bid for construction, EPC and fixed price projects, which could have a material adverse effect on our growth and financial condition.

It can be difficult or expensive to obtain the insurance we need for our business operations.

        As part of our business operations, we maintain insurance both as a corporate risk management strategy and to satisfy the requirements of many of our contracts. Insurance products go through market fluctuations and can become expensive and sometimes very difficult to obtain. Although in the past we have generally been able to cover our insurance needs, there can be no assurances that we can

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secure all necessary or appropriate insurance in the future at an affordable price for the required limits. Our failure to obtain such insurance could lead to uninsured losses that could materially adversely affect our results of operations or financial condition.

        Our risk management personnel continuously monitor the developments in the insurance market. The financial stability of the insurance and surety providers is one of the major factors that we have taken into account when buying our insurance coverage. Currently our insurance and bonds are purchased from several of the world's leading and financially stable providers often in layered insurance or co-surety arrangements. The built-in redundancy of such arrangements usually enables us to call upon existing insurance and surety suppliers to fill gaps that may arise if other such suppliers become financially unstable.

The success of our joint ventures depends on the satisfactory performance by our joint venture partners of their joint venture obligations. The failure of our joint venture partners to perform their joint venture obligations could impose on us additional financial and performance obligations that could result in reduced profits or, in some cases, significant losses for us with respect to the projects that our joint ventures undertake.

        We enter into joint ventures as part of our business. The success of these joint ventures depends, in large part, on the satisfactory performance of our joint venture partners meeting their obligations. If our joint venture partners fail to satisfactorily perform their joint venture obligations as a result of financial or other difficulties, the joint venture may be unable to adequately perform or deliver its contracted services. Under these circumstances, we may be required to make additional investments and provide additional services to ensure the adequate performance and delivery of the contracted services. These additional obligations could result in reduced profits or, in some cases, significant losses for us with respect to the joint venture.

        Occasionally, we participate in joint ventures where we are not a controlling party. In such instances we may have limited control over joint venture decisions and actions, including internal controls and financial reporting, which may have an impact on our business.

We may be restricted in our ability to access the cash flows or assets from our subsidiaries and joint venture partners upon which we are substantially dependent.

        We are dependent on the cash flows generated by our subsidiaries and, consequently, on their ability to collect on their respective accounts receivables. Substantially all of our cash flows necessary to meet our operating expenditures are generated by our subsidiaries. The financial condition and operational requirements of our subsidiaries may limit our ability to obtain cash from them. In addition, we conduct some operations through foreign subsidiaries and joint ventures. We do not manage all of these entities. Even in those joint ventures that we manage, we are often required to consider the interests of our joint venture partners in connection with decisions concerning the operations of the joint ventures. Arrangements involving these foreign subsidiaries and joint ventures may restrict us from gaining access to the cash flows or assets of these entities. In addition, these foreign subsidiaries and joint ventures sometimes face governmentally imposed restrictions on their abilities to transfer funds to us.

Our dependence on subcontractors and equipment manufacturers could adversely affect us.

        We rely on third-party subcontractors as well as third-party equipment manufacturers to complete our projects. To the extent that we cannot engage subcontractors or acquire equipment or materials, our ability to complete a project in a timely fashion or at a profit may be impaired. If the amount we are required to pay for these goods and services exceeds the amount we have estimated in bidding for fixed-price contracts, we could experience losses in the performance of these contracts. In addition, if a subcontractor or a manufacturer is unable to deliver its services, equipment or materials according to

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the negotiated terms for any reason, including the deterioration of its financial condition, we may be required to purchase the services, equipment or materials from another source at a higher price. These risks are potentially more significant in the current economic downturn if financial difficulties in our supply chain cause our services or equipment suppliers not to be able to support the demands and schedules of our business. This may reduce the profit we expect to realize or result in a loss on a project for which the services, equipment or materials were needed.

We face risks associated with our international business.

        In 2009 and 2008, we derived approximately 18% of our revenues from operations outside of the U.S.. Conducting business internationally is subject to a variety of risks including:

•

Currency exchange rate fluctuations, either independently or together with the impact of international tax laws, and restrictions on currency movements could adversely affect our results of operations if we are forced to maintain assets in currencies other than the U.S. dollar because our results are reported in U.S. dollars.

•

Political and economic instability and unexpected changes in regulatory requirements in foreign countries could adversely affect our projects overseas and our ability to repatriate cash.

•

Inconsistent regulations and diverse licensing and legal requirements may increase our costs because our operations must comply with a variety of laws that differ from one country to another.

•

Terrorist attacks and civil unrest in some of the countries where we do business may delay project schedules, threaten the health and safety of our employees and increase our cost of operations.

•

Challenges in managing risks inherent in international operations, such as unique labor rules and corrupt business environments may cause inadvertent violations of laws that we may not immediately detect or correct.

        We do not know the impact that such regulatory, geopolitical and other factors may have on our business in the future.

Special risks associated with doing business in highly corrupt environments.

        Our international business operations include projects in developing countries and countries torn by war and conflict. Many of these countries are rated poorly by Transparency International, the independent watchdog organization for government and institutional corruption around the world. To the extent we operate outside of the U.S., we are subject to the Foreign Corrupt Practices Act (FCPA), which generally prohibits U.S. companies and their intermediaries from paying or offering anything of value to foreign government officials for the purpose of obtaining or keeping business, or otherwise receiving discretionary favorable treatment of any kind. In particular, we may be held liable for actions taken by our local partners, subcontractors and agents even though such parties are not always subject to our control. Any determination that we have violated the FCPA (whether directly or through acts of others, intentionally or through inadvertence) could result in sanctions that could have a material adverse effect on our business and on our ability to secure U.S. federal government contracts. While our staff is trained on the FCPA issues and we have procedures and controls in place to monitor compliance, situations outside of our control may arise that could potentially put us in violation of the FCPA inadvertently and thus negatively impact our business.

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Government contracts present risks of termination for convenience, adjustment of payments received, restrictions on ability to compete for government work and funding constraints.

        In 2009, we derived approximately 35% of our total revenues from contracts with the U.S. federal government and foreign national governments. We own equity interests in joint ventures with revenues attributable primarily or entirely to contracts with U.S. federal government clients. The following risks are inherent in U.S. federal government contracts:

•

Because federal laws permit government agencies to terminate a contract for convenience, our government clients may terminate or decide not to renew our contracts with little or no prior notice.

•

U.S. federal government clients may audit contract payments we receive for several years after these payments are made. Based on these audits, the clients may adjust or demand repayment of payments we previously received, or withhold a portion of fees due to us because of unsatisfactory audit outcomes. Audits have been completed on our federal contracts through December 31, 2006, and are continuing for subsequent periods. None of the audits performed to date on our federal contracts has resulted in any significant adjustments to our financial statements. It is possible, however, that an audit in the future could have an adverse effect on our consolidated financial statements.

•

U.S. federal government contract regulations provide that any company convicted of a crime or indicted on a violation of statutes related to federal contracting may lose its right to receive future contract awards or extensions.

•

Our ability to earn revenues from our existing and future U.S. federal government projects will depend upon the availability of funding from U.S. federal government agencies. We cannot control whether those clients will fund or continue funding our outstanding projects.

•

In years when the U.S. federal government does not complete its budget process before the end of its fiscal year on September 30, government operations are typically funded pursuant to a "continuing resolution" that authorizes agencies of the U.S. government to continue to operate, but does not authorize new spending initiatives, which can delay the award of new contracts. These delays could have an adverse effect on our operating results.

•

Substantial budget deficits currently experienced by the U.S. federal government may result in changes in government service procurement priorities or delays on contract awards.

•

Many U.S. federal government programs require contractors to have security clearances. Depending on the level of required clearances, security clearances can be difficult and time-consuming to obtain. If we or our employees are unable to obtain or retain necessary security clearances, we may not be able to win new business, and our existing customers could terminate their contracts with us or decide not to renew them. To the extent we cannot obtain or maintain the required security clearances for our employees working on a particular contract, we may not derive the revenue anticipated from the contract, which could adversely affect our business and results of operations.

        Our ability to secure new government contracts and our revenues from existing government contracts could be adversely affected by any one or a combination of the factors listed above.

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Many of our projects are funded under federal, state and local government contracts and if we are found to have violated the terms of the government contracts or applicable statutes and regulations, we are subject to the risk of suspension or debarment from government contracting activities, which could have a material adverse affect on our business and results of operations.

        If we fail to comply with the terms of one or more of our government contracts or governmental statutes and regulations, or if any of our companies or employees are indicted or convicted on criminal charges (including misdemeanors) relating to any of our government contracts, in addition to any civil or criminal penalties and costs we may incur, we could be suspended or debarred from government contracting activities for a period of time. Some federal and state statutes and regulations provide for automatic debarment in certain circumstances, such as upon a conviction for a violation. The suspension or debarment in any particular case may be limited to the facility, contract or subsidiary involved in the violation or could be applied to the whole CH2M HILL family of companies if the circumstances were deemed severe enough. Even a narrow suspension or debarment could result in negative publicity that could adversely affect our ability to renew contracts and to secure new contracts, both with governments and private customers, which could materially and adversely affect our business and results of operations.

Our backlog is subject to unexpected adjustments and cancellations and is, therefore, an uncertain indicator of our future performance.

        Our backlog at December 31, 2009 was $7.6 billion. We cannot assure that the revenues projected in our backlog will be realized or, if realized, will result in profits. Projects may remain in our backlog for an extended period of time prior to project execution and, once project execution begins, it may occur unevenly over the current and multiple future periods. In addition, our ability to earn revenues from our backlog depends on the availability of funding for various U.S. federal, state, local and foreign government agencies. Most of our domestic and international industrial clients have termination for convenience provisions in their contracts. Therefore, project terminations, suspensions or reductions in scope may occur from time-to-time with respect to contracts reflected in our backlog. Some backlog reductions would adversely affect the revenue and profit we actually receive from contracts reflected in our backlog. Future project cancellations and scope adjustments could further reduce the dollar amount of our backlog and the revenues and profits that we actually earn.

We could sustain losses on contracts that contain "fixed price" or "not to exceed" pricing provisions if our costs exceed the fixed or maximum prices.

        In 2009, we derived approximately 32% of our revenues from "fixed price" contracts and approximately 43% of our revenues from time-and-materials contracts, most of which had "not to exceed" price limits. Under "fixed price" contracts, we agree to deliver projects for a definite, predetermined price regardless of our actual costs incurred over the life of the project. Under time-and-materials contracts with "not to exceed" provisions, we are compensated for the labor hours expended at agreed-upon hourly rates plus cost of materials used; however, there is a stated maximum compensation for the services to be provided under the contract. Many fixed price and "not to exceed" contracts involve large industrial facilities and public infrastructure projects and present the risk that our costs to complete a project may exceed the fixed price or "not to exceed" price agreed upon with the client. The fixed or maximum fees negotiated for such projects may not cover our actual costs and desired profit margins. If our actual costs for a fixed or "not to exceed" price project are higher than we expect, our profit margins on the project will be reduced or we could suffer a loss.

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Rising inflation, interest rates and/or construction costs could reduce the demand for our services as well as decrease our profit on our existing contracts, in particular with respect to our fixed price contracts.

        Because a significant portion of our revenues is earned from time-and-materials type contracts, guaranteed maximum price contracts and fixed price contracts, as well as contracts that base significant financial incentives on our ability to keep costs down, we bear some or all of the risk of rising inflation with respect to those contracts. In addition, rising inflation, interest rates and/or construction costs could reduce the demand for our services. Furthermore, if we expand our business into markets and geographic areas where "fixed price" work is more prevalent, inflation may have a larger impact on our results of operations in the future. Therefore, increases in inflation, interest rates and/or construction costs could have a material adverse impact on our business and financial results.

Our industry is highly competitive.

        We are engaged in a highly competitive business in which most of our contracts with public sector clients are awarded through a competitive bidding process that places no limit on the number or type of potential service providers. The process usually begins with a government agency request for proposal that delineates the size and scope of the proposed contract. The government agency evaluates the proposals on the basis of technical merit and cost. In the water, wastewater and water resources markets, some contracts are awarded through qualification selection processes that vary among projects.

        In both the private and public sectors, acting either as a prime contractor or as a subcontractor, we may join with other firms that we otherwise compete with to form a team to compete for a single contract. Because a team can often offer stronger combined qualifications than any firm standing alone, these teaming arrangements can be very important to the success of a particular contract competition or proposal. Consequently, we maintain a network of relationships with other companies to form teams that compete for particular contracts and projects. Failure to maintain technical and price competitiveness, as well as failure to maintain access to strong teaming partners may impact our ability to win work.

Our projects may result in liability for faulty engineering services.

        Because our projects are often large and can affect many people, our failure to make judgments and recommendations in accordance with applicable professional standards could result in large damages and, perhaps, punitive damages. Our engineering practice involves professional judgments regarding the planning, design, development, construction, operations and management of industrial facilities and public infrastructure projects. Although we have adopted a range of insurance, risk management and risk avoidance programs designed to reduce potential liabilities, there can be no assurance that such programs will protect us fully from all risks and liabilities.

Our inability to attract and retain professional personnel could adversely affect our business.

        Our ability to attract, retain and expand our staff of qualified engineers and technical professionals will be an important factor in determining our future success and growth. The market for these professionals is competitive in the U.S. and internationally. As some of our key personnel approach retirement age, we are developing and implementing aggressive succession plans. If we cannot attract and retain qualified personnel and effectively implement appropriate succession plans, we could have a material adverse impact on our business, financial condition, and results of operations. Since we derive a significant part of our revenues from services performed by our professional staff, our failure to retain and attract professional staff could adversely affect our business by impacting our ability to complete our projects and secure new contracts.

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A reduction in the scope of environmental regulations or changes in government environmental policies could adversely affect our revenues.

        A substantial portion of our business is generated either directly or indirectly as a result of federal, state, local and foreign laws and regulations related to environmental matters. Changes in environmental regulations could affect our business more significantly than they would affect some other engineering firms. Accordingly, a reduction in the number or scope of these laws and regulations, or changes in government policies regarding the funding, implementation or enforcement of such laws and regulations, could significantly reduce the size of one of our most important markets and limit our opportunities for growth or reduce our revenues below their current levels. In addition, any significant effort by government agencies to reduce the role of private contractors in regulatory programs, including environmental compliance projects, could have the same adverse effects.

Percentage-of-completion accounting used for our engineering and construction contracts can result in overstated or understated profits or losses.

        The revenue for our engineering and construction contracts is accounted for on the percentage-of-completion method of accounting. This method of accounting requires us to calculate revenues and profit to be recognized in each reporting period for each project based on our predictions of future outcomes, including our estimates of the total cost to complete the project, project schedule and completion date, the percentage of the project that is completed and the amounts of any probable unapproved change orders. Our failure to accurately estimate these often subjective factors could result in reduced profits or losses for certain contracts.

Actual results could differ from the estimates and assumptions used to prepare our financial statements.

        In order to prepare financial statements in conformity with generally accepted accounting principles in the United States of America, we are required to make estimates and assumptions as of the date of the financial statements which affect the reported values of our assets, liabilities, revenues and expenses, and disclosures of contingent assets and liabilities. Areas requiring significant estimates by us include:

•

Recognition of contract revenues, costs, profit or losses in applying the percentage-of-completion method of accounting;

•

Recognition of recoveries under contract change orders or claims;

•

Collectability of billed and work-in-process unbilled accounts receivables and the need for and the amount of allowances for problematic accounts;

•

Estimated amounts for anticipated project losses, warranty costs and contract close-out costs;

•

Determination of potential liabilities under pension and other post-retirement benefit programs;

•

Income tax provisions and related valuation allowances;

•

Accruals for other estimated liabilities; and

•

Asset valuations.

Systems failures could disrupt our business and impair our ability to effectively provide our products and services to our customers, which could damage our reputation and adversely affect our operating results.

        As a global company, we are heavily reliant on computer, information and communications technology and related systems in order to properly operate. From time to time, we may be subject to systems failures, including network, software or hardware failures, whether caused by us, third-party service providers, intruders or hackers, computer viruses, natural disasters, power shortages or terrorist

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attacks. Such failures could cause loss of data and interruptions or delays in our or our customers' businesses and could damage our reputation. In addition, the failure or disruption of our communications or utilities could cause us to interrupt or suspend our operations or otherwise adversely affect our business. Our property and business interruption insurance may be inadequate to compensate us for all losses that may occur as a result of any system or operational failure or disruption and, as a result, our actual results could differ materially from those anticipated.

Our businesses could be materially and adversely affected by severe weather.

        Repercussions of severe weather conditions may include:

•

Evacuation of personnel and curtailment of services;

•

Increased labor and materials costs in areas resulting from weather-related damage and subsequent increased demand for labor and materials for repairing and rebuilding;

•

Weather-related damage to our jobsites or facilities;

•

Inability to deliver materials to jobsites in accordance with contract schedules; and

•

Loss of productivity.

We typically remain obligated to perform our services after a natural disaster unless the contract contains a force majeure clause relieving us of our contractual obligations in such an extraordinary event. If we are not able to react quickly to force majeure, our operations may be affected significantly, which would have a negative impact on our financial condition, results of operations or cash flows.

Risks Related to Our Internal Market

Absence of a public market may prevent you from selling your stock and cause you to lose all or part of your investment.

        There is no public market for our common stock. While we intend the internal market to provide liquidity to shareholders, there can be no assurance that there will be enough orders to purchase shares to permit shareholders to sell their shares on the internal market, or that a regular trading market will be sustained in the future. The price in effect on any trade date may not be attractive enough to both buyers and sellers to result in a balanced market because the price will be fixed in advance by our Board of Directors, using their judgment of the fair value of our common stock, and not by actual market trading activity. Moreover, although we may enter the internal market as a buyer of common stock if there are more sell orders than buy orders, we have no obligation to engage in internal market transactions and will not guarantee market liquidity. Consequently, insufficient buyer demand could cause sell orders to be prorated, or could prevent the internal market from opening on any particular trade date. Insufficient buyer demand could cause shareholders to suffer a total loss of investment or substantial delay in their ability to sell their common stock. No assurance can be given that shareholders desiring to sell all or a portion of their shares of common stock will be able to do so. Accordingly, the investment in our common stock is suitable for you only if you have limited need for liquidity in your investment.

Transfer restrictions on our common stock could prevent you from selling your common stock and cause you to lose all or part of your investment.

        Since all of the shares of our common stock are subject to transfer restrictions, you will generally only be able to sell your common stock through our internal market on the four trade dates in each year. Unlike shares that are actively traded in the public markets, you may not be able to sell at a particular time even though you would like to do so. Our common stock price could decline between the time you want to sell and the time you become able to sell. For a detailed discussion of the transfer

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restrictions on our common stock, see "Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities" in Item 5 of this Annual Report on Form 10-K.

Our stock prices are and will continue to be determined by our Board of Directors' judgment of fair value and not by market trading activity.

        The offering prices at each trade date will be established by our Board of Directors approximately four weeks before each trade date. In establishing the price, our Board of Directors will take into consideration the factors that are described in Item 5 of this Annual Report on Form 10-K. Our Board of Directors will, however, set the offering price in advance of each trade date, and all trades on our internal market will take place at the price established for each trade date. Therefore, market trading activity on any given trade date cannot affect the price on that trade date. This is a risk to you because our common stock price will not change to reflect supply of and demand for shares on a given trade date as it would in a public market. You may not be able to sell shares or you may have to sell your shares at a price that is lower than the price that would prevail if the internal market price could change on a given trade date to reflect supply and demand. Our Board of Directors intends to use the common stock valuation methods that result in offering prices that represent fair value. The valuation method for our common stock is subject to change at the discretion of our Board of Directors.

The limited market and transfer restrictions on our common stock will likely have anti-takeover effects.

        Only our employees, directors, eligible consultants and employee benefit plans may own our common stock and participate in our internal market. In addition, we have imposed significant restrictions on the transfer of our common stock other than through sales on our internal market. These limitations make it extremely difficult for a potential acquirer who does not have the prior consent of our Board of Directors to acquire control of our company, regardless of the price per share an acquirer might be willing to pay and whether or not our shareholders would be willing to sell at that price.

Future returns on our common stock may be significantly lower than historical returns.

        We cannot assure you that our common stock will provide returns in the future comparable to those achieved historically or that the price will not decline.

Changes in our business may increase the volatility of the stock price.

        The stock price could be subject to significant fluctuations. The volatility is expected to result from the impact on our stock price of:

•

the mix of our commercial and international business as a proportion of our overall business and the volatility associated with companies in those business areas

•

the impact of acquisitions, investments, joint ventures and divestitures that we may undertake

        Finally, the market factor used in the formula may change from quarter to quarter, as appropriate, to reflect changing business, financial, investment and market conditions.

Restrictions in our restated articles of incorporation and bylaws may discourage takeover attempts that you might find attractive.

        Our restated articles of incorporation and bylaws may discourage or prevent attempts to acquire control of us that are not approved by our board of directors, including transactions in which stockholders might receive a premium for their shares above the stock price. Our stockholders may view such a takeover attempt favorably. In addition, the restrictions may make it more difficult for our stockholders to elect directors not endorsed by management.

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Item 1B.    Unresolved Staff Comments

        We do not currently have any unresolved written comments from the Staff of the SEC regarding our periodic or current reports under the Securities Exchange Act of 1934.

Item 2.    Properties

        Our operations are conducted at both owned and leased properties in several countries throughout the world. Our corporate headquarters are located in Englewood, Colorado, where we lease approximately 155,000 square feet of space. The lease on our corporate headquarters building expires in 2017, with an option to extend the term twice for either a ten or five year term. The office space that we lease is based upon commercially available terms. We believe that our existing facilities are adequate for the present needs of our business and that suitable additional or substitute space will be available as needed to accommodate any expansion of operations.

Item 3.    Legal Proceedings

        We are a party to various contractual guarantees and legal actions arising in the normal course of our business. From time to time, agencies of the U.S. government investigate whether we conduct our operations in accordance with applicable regulatory requirements. Because a large portion of our business comes from federal, state, and municipal sources, our procurement practices at times are subject to review and occasional investigations by U.S. and state attorneys offices. Such state and U.S. government investigations, whether relating to government contracts or conducted for other reasons, could result in administrative, civil or criminal liabilities, including repayments, fines or penalties. These investigations often take years to complete and many result in no adverse action. Damages assessed in connection with and the cost of defending any such actions could be substantial. While the outcomes of pending proceedings are often difficult to predict, as of the date of this filing, our management believes that no ongoing litigation or investigation is likely to result in a material adverse impact on our consolidated financial statements.

Item 4.    Submission of Matters to a Vote of Security Holders

        On December 7, 2009, CH2M HILL held a Special Meeting of Shareholders (special meeting). The following six matters were submitted to a vote of CH2M HILL shareholders:

1.

A proposal to amend the Articles to effect changes in Board size and composition. This proposal was approved at the special meeting.

2.

A proposal to amend the Articles to effect changes in the Board structure and duration of directors' term in office. This proposal was approved at the special meeting.

3.

A proposal to amend the Articles to clarify the process for filling vacancies on the Board that occur between regularly scheduled meetings. This proposal was approved at the special meeting.

4.

A proposal to amend the Articles to expressly include indemnification protections already applicable to CH2M HILL's officers and directors. This proposal was approved at the special meeting.

5.

A proposal to amend the Articles to change the effect of abstention votes on director elections. This proposal was approved at the special meeting.

6.

A proposal to amend the Articles to effect certain non-material conforming changes. This proposal was approved at the special meeting.

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        Below is a table setting forth the voting results with respect to each of these proposals:

Matter	Votes For		Votes Against		Votes Withheld		Abstentions		Broker Non- Votes
Amend the Articles to effect changes in Board size and composition		22,673,167		3,171,564		—		48,766		—
Amend the Articles to effect changes in the Board structure and duration of directors' term in office		23,977,508		1,878,203		—		37,787		—
Amend the Articles to clarify the process for filling vacancies on the Board that occur between regularly scheduled meetings		25,065,691		792,051		—		35,756		—
Amend the Articles to expressly include indemnification protections already applicable to CH2M HILL's officers and directors		24,182,736		1,546,504		—		164,258		—
Amend the Articles to change the effect of abstention votes on director elections		23,467,869		1,962,691		—		462,938		—
Amend the Articles to effect certain non-material conforming changes		24,562,087		869,598		—		461,813		—

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PART II

Item 5.    Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

        We are employee owned. As a result, our stock is only available to certain employees, directors, eligible consultants and benefit plans. There is no market for our stock with the general public. In order to provide liquidity for our shareholders, an internal market (Internal Market) is maintained through an independent broker, currently Neidiger, Tucker and Bruner, Inc. (NTB).

        The Internal Market permits existing shareholders to offer to sell or purchase shares of our common stock on predetermined days (each, a Trade Date). Generally, there are four Trade Dates each year which typically occur approximately four weeks after the quarterly meetings of our Board of Directors. Currently our Board of Directors meetings are scheduled for February, May, August and November. All sales of our common stock are made at the price determined by our Board of Directors pursuant to the valuation methodology described below.

        All sales of common stock on the Internal Market are restricted to the following authorized buyers:

•

Our employees, directors and eligible consultants

•

Trustees of the benefit plans

•

Administrator of the Payroll Deduction Stock Purchase Plan (PDSPP)

        We may impose limitations on the number of shares that an individual may purchase when there are more buy orders than sell orders for a particular Trade Date. After our Board of Directors determines the stock price for use on the next Trade Date, which is approximately four weeks prior to such Trade Date, all shareholders, employees, directors and eligible consultants will be advised as to the new stock price and the next Trade Date.

        Our Internal Market is managed through an independent broker, currently NTB, which acts upon instructions from the buyers and sellers to effect trades at the stock price set by our Board of Directors and in accordance with the Internal Market rules. NTB does not play a role in determining the price of our common stock and is not affiliated with us. Individual stock ownership account records are currently maintained by our in-house transfer agent.

        We may purchase shares if the Internal Market is under-subscribed. We may, but are not obligated to, purchase shares of common stock on the Internal Market on any Trade Date at the price in effect on that Trade Date, but only to the extent that the number of shares offered for sale by shareholders exceeds the number of shares sought to be purchased by authorized buyers. The decision as to whether or not we will purchase shares in the Internal Market, if the Internal Market is under-subscribed, is solely within our discretion and we will not notify investors as to whether or not we will participate prior to the Trade Date. Investors should understand that there can be no assurance that they will be able to sell their CH2M HILL stock without substantial delay or that their stock will be able to be sold at all on the Internal Market. We will consider a variety of factors including our cash position, financial performance and number of shares outstanding in making the determination as to whether to participate in an under-subscribed market. The terms of our existing unsecured revolving line of credit do not play a role in the decision as to whether to buy shares in the Internal Market. To date, no other factors have been considered by us in our decisions as to whether or not to participate in an under-subscribed market.

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        If the aggregate number of shares offered for sale on the Internal Market on any Trade Date is greater than the number of shares sought to be purchased, shareholder offers to sell will be accepted as follows:

•

If enough orders to buy are received to purchase all the shares offered by each seller selling fewer than 500 shares and at least 500 shares from each other seller, then all sell orders will be accepted up to the first 500 shares and the portion of any sell orders exceeding 500 shares will be accepted on a pro-rata basis

•

If not enough orders to buy are received to purchase all the shares offered by each seller selling fewer than 500 shares and at least 500 shares from each other seller, then the purchase orders will be allocated equally to each seller

        We may sell shares if the Internal Market is over-subscribed. To the extent that the aggregate number of shares sought to be purchased exceeds the aggregate number of shares offered for sale, we may, but are not obligated to, sell authorized but unissued shares of common stock on the Internal Market at the price in effect on that Trade Date to satisfy purchase demands. The decision as to whether or not we will sell shares in the Internal Market, if the Internal Market is over-subscribed, is solely within our discretion and we will not notify investors as to whether or not we will participate prior to the Trade Date. Investors should understand that there can be no assurance that they will be able to buy as many shares as they would like on a given Trade Date. We will consider a variety of factors including our cash position, financial performance and number of shares outstanding in making the determination as to whether to participate in an over-subscribed market. The terms of our existing unsecured revolving line of credit do not play a role in the decision as to whether to sell shares in the Internal Market. To date, no other factors have been considered by us in our decisions as to whether or not to participate in an over-subscribed market.

        If the aggregate purchase orders exceed the number of shares available for sale and we choose not to issue additional shares, the following prospective purchasers will have priority to purchase shares, in the order listed:

•

Administrator of the PDSPP

•

Trustees of the 401(k) Plan

•

Individual employees, directors and eligible consultants on a pro-rata basis

        All sellers on the Internal Market, other than us and the trustees of the 401(k) Plan, will pay NTB a commission equal to two percent of the proceeds from such sales. Employees who sell their common stock upon retirement from CH2M HILL will have the option to sell the common stock they own on the Internal Market and pay a commission on the sale or to sell to us without paying a commission. In the latter case, the employee will sell their common stock to us at the price in effect on the date of their termination in exchange for a four-year note at a market interest rate determined biannually. No commission is paid by buyers on the Internal Market.

Price of our Common Stock

        Our Board of Directors will determine the price, which is intended to be the fair value, of the shares of our common stock to be used for buys and sells on each Trade Date pursuant to the valuation methodology described below. The price per share of our common stock generally is set as follows:

Share Price = [(7.8 × M × P) + (SE)] / CS

        In order to determine the fair value of the common stock in the absence of a public trading market, our Board of Directors felt it appropriate to develop a valuation methodology to use as a tool

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to determine a price that would be a valid approximation of the fair value. In determining the fair value stock price, our Board of Directors believes that the use of a going concern component (i.e., net income, which we call profit after tax, as adjusted by the market factor) and a book value component (i.e., total shareholders' equity) is important. Our Board of Directors believes that the process we have developed reflects modern equity valuation techniques and is based on those factors that are generally used in the valuation of equity securities.

        The existence of an over-subscribed or under-subscribed market on any given Trade Date will not affect the stock price on that Trade Date. However, our Board of Directors, when determining the stock price for a future Trade Date, may take into account the fact that there have been under-subscribed or over-subscribed markets on prior Trade Dates.

        Market Factor ("M").    "M" is the market factor, which is subjectively determined in the sole discretion of our Board of Directors. In determining the market factor, our Board of Directors will take into account factors the directors considered to be relevant in determining the fair value of our common stock, including:

•

The market for publicly traded equity securities of companies comparable to us

•

The merger and acquisition market for companies comparable to us

•

The prospects for our future performance

•

General economic conditions

•

General capital market conditions

•

Other factors our Board of Directors deem appropriate

        Our Board of Directors has not assigned predetermined weights to the various factors it may consider in determining the market factor. A market factor greater than one would increase the price per share and a market factor less than one would decrease the price per share.

        In its discretion, our Board of Directors may change, from time-to-time, the market factor used in the valuation process. Our Board of Directors could change the market factor, for example, following a change in general market conditions that either increased or decreased stock market equity values for companies comparable to us, if our Board of Directors felt that the market change was applicable to our common stock as well. Our Board of Directors will not make any other changes in the method of determining the price per share of common stock unless in the good faith exercise of its fiduciary duties and, if appropriate, after consultation with its professional advisors, our Board of Directors determines that the method for determining the price per share of common stock no longer results in a stock price that reasonably reflects our fair value on a per share basis.

        As part of the total mix of information that our Board of Directors considers in determining the "M" factor, our Board of Directors also may take into account company appraisal information prepared by The Environmental Financial Consulting Group, Inc. (EFCG), an independent appraiser engaged by the trustees of our benefit plans. In setting the stock price, our Board of Directors compares the total of the going concern and book value components used in the valuation methodology to the enterprise value of the Company in the appraisal provided by EFCG. If, after such comparison, our Board of Directors concludes that its initial determination of the "M" factor should be re-examined, our Board of Directors may review, and if appropriate, adjust the "M" factor. Since the inception of the program on January 1, 2000, the total of the going concern and book value components used by our Board of Directors in setting the price for our stock has always been within the enterprise appraisal range provided quarterly by EFCG.

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        This "M" component of our stock price valuation remained unchanged since the inception of the current ownership program in 2000 until the November 9, 2007 valuation, when it was changed by the Board of Directors from 1.0 to 1.2.

        Profit After Tax ("P").    "P" is profit after tax, otherwise referred to as net income, for the four fiscal quarters immediately preceding the Trade Date. Our Board of Directors, at its discretion, may exclude nonrecurring or unusual transactions from the calculation. Nonrecurring or unusual transactions are developments that the market would not generally take into account in valuing an equity security. A change in accounting rules, for example, could increase or decrease net income without changing the fair value of our common stock. Similarly, such a change could fail to have an immediate impact on the value of our common stock, but still have an impact on the value of our common stock over time. As a result, our Board of Directors believes that in order to determine the fair value of our common stock, it needs the ability to review unusual events that affect net income. In the past, our Board of Directors has excluded unusual items from the calculation of "P", including nonrecurring revenue from Kaiser-Hill Company, LLC and a write off of an investment in an international telecommunications company. Because "P" is calculated on a four quarter basis, an exclusion impacts the calculation of fair value for four consecutive quarters. Our Board of Directors may determine to exclude other future unusual or non-recurring items from the calculation of "P".

        Total Shareholders' Equity ("SE").    "SE" is total shareholders' equity, which includes intangible items, as set forth on our most recent available quarterly or annual financial statements. Our Board of Directors, at its discretion, may exclude from the Shareholders' Equity parameter nonrecurring or unusual transactions that the market would not generally take into account in valuing an equity security. The exclusions from Shareholders' Equity will generally be those transactions that are non-cash and are reported as "accumulated other comprehensive income (loss)" on the face of our consolidated balance sheet. For example, during 2008 and 2009, our Board of Directors excluded, and will continue to exclude, a non-cash adjustment to shareholders' equity related to the accounting for our defined benefit pension and other postretirement plans. Because this adjustment is unusual and will fluctuate from period to period, our Board of Directors excluded it from the "SE" parameter for stock valuation purposes. Similarly, other items that are reported as components of "accumulated other comprehensive income (loss)" are excluded from "SE" and include items such as unrealized gains/losses on securities and foreign currency translation adjustments.

        Common Stock Outstanding ("CS").    "CS" is the weighted-average number of shares of our common stock outstanding during the four fiscal quarters immediately preceding the Trade Date, calculated on a fully-diluted basis. By "fully-diluted" we mean that the calculations are made as if all outstanding options to purchase our common stock had been exercised and other "dilutive" securities were converted into shares of our common stock. In addition, an estimate of the weighted-average number of shares that we reasonably anticipate will be issued under our stock-based compensation programs and employee benefit plans is included in this calculation.

        The "CS" calculation is done on a fully-diluted basis since we believe that taking into account the issuance of all securities that will affect the per share value is a better representation of the share value over time. We have more than a 30-year history in making annual grants of stock-based compensation. Therefore, we believe that we have sufficient information to reasonably estimate the number of such "to be issued" shares. This approach avoids an artificial variance in share value during the first calendar quarter of each year when the bulk of shares of our common stock are issued by us pursuant to our employee benefit plans and stock-based compensation programs.

        The following table shows a comparison of the "CS" value actually used by our Board of Directors to calculate stock prices on the dates indicated versus the year-to-date weighted-average number of

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shares of common stock as reflected in the diluted earnings per share calculation in our financial statements for the past three years.

(in thousands) Effective Date	CS		YTD Weighted- Average Number of Shares as reflected in Diluted EPS calculation
February 9, 2007		34,570		33,047
May 10, 2007		34,611		33,027
August 10, 2007		34,690		33,254
November 9, 2007		34,943		33,326
February 8, 2008		35,322		33,508
May 8, 2008		35,617		34,440
August 15, 2008		35,858		34,568
November 7, 2008		35,929		34,545
February 13, 2009		35,735		34,376
May 7, 2009		35,314		32,396
August 7, 2009		34,931		32,533
November 6, 2009		34,608		32,577
February 12, 2010		34,424		32,599

        Constant 7.8.    In the course of developing this valuation methodology, it became apparent to our Board of Directors that a multiple would be required in order for the stock price derived by this methodology to approximate our historical, pre-Internal Market stock price. Another objective of our Board of Directors when developing the valuation methodology was to establish the fair value of our common stock using a market factor of 1.0. We believe that it was important to begin the Internal Market program with an "M" factor equal to 1.0 in order to make it easier for shareholders to understand future changes, if any, to the market factor.

        Therefore, the constant 7.8 was introduced into the formula. The constant 7.8 is the multiple that our Board of Directors determined necessary (i) for the new stock price to approximate our historical stock price derived using the pre-Internal Market formula as well as (ii) to allow the use of the market factor of 1.0 at the beginning of the Internal Market program.

        We intend to announce the new stock price and the Trade Date approximately four weeks prior to each Trade Date. The information will be delivered by the broker to all employees, eligible consultants and eligible participants in the internal market. In addition, we will file a Current Report on Form 8-K disclosing the new stock price and all components used by our Board of Directors in determining such price in accordance with the valuation methodology described above. Trade Dates are expected to occur approximately 75 days after the end of each quarter.

        We will also distribute the most current prospectus for our common stock and our audited annual financial statements to all shareholders, as well as other employees and eligible consultants, and to participants in the Internal Market through the employee benefit plans. Such information will be distributed at the same time as our annual reports and proxy information. Solicitations are distributed for voting instructions from shareholders and participants in the employee benefit plans each year.

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Current Price of Our Common Stock

        Starting in 2000, with the introduction of the Internal Market and its quarterly trades, our Board of Directors reviews the common stock price quarterly using the valuation methodology described above to set the price for the common stock. The prices of our common stock for the past three years, along with the various factors and values used by our Board of Directors to determine such stock prices on each date, are as follows:

Effective Date	M		P		SE		CS		Price Per Share		Percentage Price Increase (Decrease)
			(in thousands)		(in thousands)		(in thousands)
February 9, 2007		1.0		38,901		375,206		34,570		19.63		4.7	%
May 10, 2007		1.0		43,804		381,932		34,611		20.91		6.5	%
August 10, 2007		1.0		48,656		412,028		34,690		22.82		9.1	%
November 9, 2007		1.2		56,782		444,803		34,943		27.94		22.4	%
February 8, 2008		1.2		64,550		466,926		35,322		30.32		8.5	%
May 8, 2008		1.2		69,624		463,434		35,617		31.31		3.3	%
August 15, 2008		1.2		68,031		464,561		35,858		30.71		(1.9	)%
November 7, 2008		1.2		66,816		480,313		35,929		30.77		0.2	%
February 13, 2009		1.2		71,918		438,318		35,735		31.10		1.1	%
May 7, 2009		1.2		74,295		453,760		35,314		32.54		4.6	%
August 7, 2009		1.2		82,561		474,858		34,931		35.72		9.8	%
November 6, 2009		1.2		93,047		544,759		34,608		40.91		14.5	%
February 12, 2010		1.2		90,816		544,913		34,424		40.52		(1.0	)%

Holders of Our Common Stock

        As of February 12, 2010, there were 8,291 holders of record of our common stock. As of such date, all of our common stock of record was owned by our current employees, directors, eligible consultants, and by our various employee benefit plans.

Dividend Policy

        We have never declared or paid any cash dividends on our capital stock and no cash dividends are contemplated in the foreseeable future. We intend to retain any future earnings to finance the growth and development of our business. Under our existing unsecured revolving line of credit, payment of dividends would represent a violation of our covenants.

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Issuer Purchases of Equity Securities

        The following table covers the purchases of our securities by CH2M HILL during the quarter ended December 31, 2009:

Period		Total Number of Shares		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
October(a)			13,119	$	31.53		—		—
November			—		—		—		—
December(a)(b)			846,716	$	40.91		—		—
	Total		859,835	$	40.77		—		—

(a)

Shares purchased by CH2M HILL from terminated employees.

(b)

Shares purchased by CH2M HILL in the Internal Market.

Item 6.    Selected Financial Data

        The selected financial data presented below under the captions "Selected Statement of Operations Data" and "Selected Balance Sheet Data" as of and for each of the years in the five-year period ended December 31, 2009, are derived from the consolidated financial statements of CH2M HILL Companies, Ltd. and subsidiaries, which financial statements have been audited by KPMG LLP, an independent registered public accounting firm. The consolidated financial statements as of December 31, 2009 and 2008, and the results of operations and cash flows for each of the years in the three-year period ended December 31, 2009, and the report thereon, are included in Item 15 of this Annual Report on Form 10-K. The following information should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 7, and the consolidated financial statements and related notes thereto, included in this Annual Report on Form 10-K.

        The Consolidated Financial Statements and selected financial data below reflect the adoption of new accounting standards related to accounting for non-controlling interests in consolidated financial statements; employee benefit plan expenses; income taxes; and acquisitions which affect the

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comparability of information presented. Certain prior years' amounts have been reclassified to conform to the current year presentation.

		Years Ended December 31,
($ in millions, except per share data)		2009			2008			2007			2006		2005
Selected Statement of Operations Data:
Revenues		$	5,499.3		$	5,589.9	(a)	$	4,376.2		$	4,006.9	$	3,152.2
Operating income			174.5	(d)		89.2			77.2			64.2		136.9	(b)
Net income attributable to CH2M HILL			103.7			32.1			66.0			38.9		81.6	(b)
Net income per common share
	Basic	$	3.25		$	0.96		$	2.01		$	1.20	$	2.56	(b)
	Diluted	$	3.18		$	0.93		$	1.97		$	1.18	$	2.51	(b)
Selected Balance Sheet Data:
Total assets		$	1,948.0		$	1,971.8		$	1,909.9		$	1,279.5	$	1,103.9
Long-term debt, including current maturities			52.3			175.9			197.8	(c)		0.6		4.1
Total shareholders' equity			524.8			386.7			464.5			368.9		322.0

(a)

The majority of the increase in revenues at December 31, 2008 relates to a full year of revenue recognized from the operations of VECO and Trigon.

(b)

The increase in operating income, net income attributable to CH2M HILL and basic and diluted net income per common share was primarily the result of equity in earnings from Kaiser-Hill Company, LLC recorded during the year of approximately $95.7 million.

(c)

The majority of the increase in long-term debt outstanding at December 31, 2007 relates to the debt incurred to fund the acquisition of VECO and Trigon and the debt assumed in those business combinations.

(d)

The increase in 2009 was primarily attributable to the gain on the sale of certain assets of our Enterprise Management Solutions (EMS) business. During 2009, the net repayments of debt were approximately $123.5 million.

Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations

        The following discussion and analysis explains our general financial condition, changes in financial condition and results of operations as a whole and each of our operating segments including:

•

Factors affecting our business

•

Our revenues and profits

•

The sources of our revenues and profits

•

Why those revenues and profits were different from year to year

•

Where our cash came from and how it was used

•

How all of this affects our overall financial condition

        The following discussion contains, in addition to historical information, forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those described

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herein. You should read this section in conjunction with Item 1A "Risk Factors" and the consolidated financial statements and notes thereto contained in this Annual Report on Form 10-K.

Business Summary

        We are one of the largest engineering services firms worldwide and are employee-owned. Our business provides engineering, construction, operation, major project management and technical services to municipal, state, federal and private sector clients worldwide. Founded in 1946, we operate in more than 80 countries and have 23,500 employees in offices worldwide.

        The engineering and construction industry continues to undergo substantial change as public and private clients privatize and outsource many of the services that were formerly provided internally. Numerous mergers and acquisitions in the industry have resulted in a group of larger firms that offer a full complement of single-source services including studies, designs, construction, operations, maintenance and in some instances, facility ownership. Included in the current trend is the movement towards longer-term contracts for the expanded array of services, e.g., 5 to 20 year contracts. These larger, longer, more full-service contracts require us to have substantially greater financial capital than has historically been necessary to remain competitive. We believe that our diversified business portfolio allows us to provide our clients with innovative project delivery using cost-effective approaches and advanced technologies.

        We believe that we are well positioned geographically, technically and financially to compete worldwide in the key markets we have elected to pursue and the clients we serve. The combination of our expanding domestic and global reach and diverse service portfolio also positions us to capitalize on client-driven changes in the market. For example, projects in the engineering services market are increasingly global in scope, and clients around the world are increasingly focused on strategic global issues such as supply chain management, procurement, sustainability, and cross-sector innovation. These issues cut across our client and service portfolios. We believe that our strategic focus on full service project delivery, using cross functional business capabilities and finding innovative technological solutions for clients, position us to capitalize on these market forces.

        Effective May 2009, our chief operating decision maker began making strategic and operating decisions with regards to assessing performance and allocating resources using a new reporting structure. This caused us to change our reportable segments. The three reportable segments are: Government, Environment and Nuclear (GEN), Facilities and Infrastructure, and Energy.

        Our GEN segment generally provides a comprehensive range of services to the U.S. Federal government as well as services to international governments and industry. Our Facilities and Infrastructure segment generally provides a comprehensive range of services to various industry segments, and state, local and provincial governments. Our Energy segment generally provides a comprehensive range of services to private sector clients.

Acquisitions

        We continuously monitor acquisition and investment opportunities that will expand our portfolio of services, add value to the projects undertaken for clients, or enhance our capital strength. During 2007 and the first quarter of 2008, we completed several acquisitions that expanded our services into new markets and new geographical locations. One of the 2007 acquisitions expanded our presence in the water sector providing wastewater management services. Two of the acquisitions during 2007 are part of our strategic initiative to expand operations into the energy industry. These services include engineering, construction and field support services, as well as engineering services for pipeline and related facilities. The acquisition made during the first quarter of 2008 expanded our transportation consulting engineering services providing marine, coastal, and municipal engineering services.

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Sale of Operating Assets

        During the third quarter of 2009, we completed the sale of certain assets of our Enterprise Management Solutions (EMS) business. We recorded a pre-tax gain of approximately $58.2 million. The operating results of our EMS business are reflected in the GEN operating segment until the date of sale.

Summary of Operations

Results of Operations for the Year Ended December 31, 2009 Compared to 2008

	2009							2008								Change
($ in millions)	Revenue		Equity in Earnings		Operating Income (Loss)			Revenue		Equity in Earnings			Operating Income (Loss)			Revenue					Equity in Earnings			Operating Income (Loss)
Government, Environment and Nuclear	$	1,939.1	$	44.8	$	136.0			1,668.9	$	41.3		$	80.6		$	270.2		16.2	%	$	3.5		$	55.4		68.7	%
Facilities and Infrastructure		1,947.4		18.5		71.0			1,986.6		(12.1	)		31.9			(39.2	)	(2.0	)%		30.6			39.1		122.6	%
Energy		1,612.8		2.2		14.5			1,934.4		5.0			50.9			(321.6	)	(16.6	)%		(2.8	)		(36.4	)	(71.5	)%
Other		—		—		(47.0	)		—		—			(74.2	)		—					—			27.2		36.7	%
Total	$	5,499.3	$	65.5	$	174.5		$	5,589.9	$	34.2		$	89.2		$	(90.6	)			$	31.3		$	85.3

Government, Environment and Nuclear

        Revenue increased for the year ended December 31, 2009, compared to the same period in the prior year by $270.2 million or 16.2%. The increase in revenue is substantially due to higher volume of work in Texas supporting Hurricane Ike recovery. Also contributing to the increase in revenues is the award of a domestic nuclear contract and the award of a program management project in the United Arab Emirates, partially offset by delays in finalizing newly awarded governmental contracts in our continental U.S. design build markets. Additionally, the revenue increase was partially offset by decreased revenues in the enterprise management solutions business due to the sale of certain assets of the business during the second quarter 2009.

        Operating income increased during the year ended December 31, 2009, compared to last year, by $55.4 million or 68.7%. The increase is primarily due to the $58.2 million gain on the sale of certain operating assets in addition to the startup of a domestic and an international nuclear project associated with the revenues discussed above. This was partially offset by the substantial completion of two nuclear projects.

Facilities and Infrastructure

        Revenue decreased for the year ended December 31, 2009, compared to last year by $39.2 million. The decrease is largely attributable to significant decreases in both full service and traditional service revenue in the manufacturing and life sciences markets. Additionally, the operations and maintenance business experienced delays and scope reductions on several projects as a result of budget constraints at municipal clients. The decrease is partially offset by growth in our North American consulting and international markets. North American consulting growth is due in part to design and program management services for municipal clients in the northeast and southwest United States, while international growth was driven primarily by large program management projects located in the United Kingdom and United Arab Emirates.

        Operating income increased significantly during 2009 compared to the prior year. During the second quarter of 2008, a significant loss was recognized on a transportation project within one of its joint ventures that is now substantially complete. The increase is also attributable to the increased volume within our transportation business discussed above. The increase in operating income is

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partially offset by schedule and cost impacts on two projects in the Middle East within our transportation and water businesses.

Energy

        Revenue decreased for the year ended December 31, 2009, compared to last year by $321.6 million or 16.6%. The decrease in revenue is primarily attributable to a decrease in full service revenue due to a slow down in economic activity and depressed oil and gas prices. Also contributing to the decrease were delays and contract value reductions in certain businesses and the cancellation of a project in Canada. The decrease is partially offset by increased volume in Alaska and the related work on the North Slope within our energy and chemicals business as well as two engineering-procurement-construction (EPC) power projects awarded during 2007 that are now in the peak of their construction cycles.

        Operating income decreased for the year ended December 31, 2009 compared to 2008 by $36.4 million, or 71.5%. The decrease in operating income is primarily attributable to the delays, contract value reduction and the project cancellation as discussed above which was partially offset by income derived from the two engineering, procurement and construction (EPC) projects discussed above.

Results of Operations for the Year Ended December 31, 2008 Compared to 2007

	2008								2007							Change
($ in millions)	Revenue		Equity in Earnings			Operating Income (Loss)			Revenue		Equity in Earnings		Operating Income (Loss)			Revenue					Equity in Earnings			Operating Income (Loss)
Government, Environment and Nuclear		1,668.9	$	41.3		$	80.6		$	1,394.3	$	30.0	$	60.2		$	274.6		19.7	%	$	11.3		$	20.4		33.9	%
Facilities and Infrastructure		1,986.6		(12.1	)		31.9			2,071.5		13.1		50.2			(84.9	)	(4.1	)%		(25.2	)		(18.3	)	(36.5	)%
Energy		1,934.4		5.0			50.9			910.4		1.1		8.9			1,024.0		na			3.9			42.0		na
Corporate		—		—			(74.2	)		—		—		(42.1	)		—					—			(32.1	)	76.2	%
Total	$	5,589.9	$	34.2		$	89.2		$	4,376.2	$	44.2	$	77.2		$	1,213.7				$	(10.0	)	$	12.0

Government, Environment and Nuclear

        Revenue increased for the year ended December 31, 2008, compared to the same period in 2007 by $274.6 million or 19.7%. There was a significant increase in work performed by our environmental service business attributable to strong performance in our consulting and full-service business in the southern U.S. and Canadian markets. The revenues in our government facilities and infrastructure business increased due to increased volumes in logistical projects domestically and in Asia from various new full service projects with the Army and Air Force. The positive results were partially offset by a decrease in due to the completion of the building demolition and final waste shipment at the Mound project site in July 2008. However, in 2008 we completed transition activities related to a significant remediation contract at the DOE's Hanford facility and work increased on this project.

        Operating income increased during the year ended December 31, 2008, compared to same period in 2007, by $20.4 million or 33.9%. The increase is partially attributable to increased operating income associated with the increased revenues discussed above as well as equity in earnings generated as a result of our performance related to the London 2012 Olympic Delivery Authority project. Our CH2M HILL-WG Idaho, LLC joint venture project continues to perform well and had earnings in excess of the prior year. The volume of services relating to a logistical project in Asia generated margins in excess of prior years'. The increase was partially offset by an increase of costs related to strategic initiatives as well as an increase in project delivery costs at the nuclear storage facility project in Canada.

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Facilities and Infrastructure

        Revenue decreased for the year ended December 31, 2008, compared to 2007 by $84.9 million or 4.1%. The decrease is primarily attributable to volume decreases caused by economic uncertainties as well as recent delays/cancellations of infrastructure projects in the U.S. The decrease is also due to the completion of several large projects late in 2007 in the manufacturing and life science business. The decrease is partially offset by growth in our international markets including Australia and United Arab Emirates related to the start up of large design/build projects and major program management assignments in those locations. Revenues relating to operations and maintenance contracts increased due to strong growth in our municipal services projects in the southern U.S. and an increase in our industrial operations and maintenance business.

        Operating income decreased during 2008 compared to the prior year by $18.3 million or 36.5%. The decrease is attributable to various project delivery issues and cost escalation in our design/build projects. During the second half of 2008, we recognized a significant loss on a Canadian transportation project held within one of our joint ventures. In addition, we also experienced significant cost growth on a water project in Australia and two plants in the western U.S., all of which were held within joint ventures and recognized in our equity in earnings. This decline in operating profit was partially offset by increased earnings associated with the revenues discussed above related to our water business having favorable growth in the international markets and our operations and maintenance business expanding its city service operations.

Energy

        Revenue increased significantly for the year ended December 31, 2008, compared to the same period in 2007 by $1,024.0 million. The operations of VECO and Trigon which were acquired in September and October 2007, respectively, accounted for $1,032.8 million of revenues in 2008 compared to approximately $245.9 million in 2007. The increase is also attributable to significant EPC power contracts with major utility companies in the U.S. and Australia.

        Operating income increased for the year ended December 31, 2008 compared to 2007 by $42.0 million, a significant change over the year. This increase is primarily attributable to the first full year of VECO and Trigon operations post-acquisition. They experienced strong operating performance during 2008; however the operating results were negatively impacted by non-cash amortization charges related to these acquisitions of $36.4 million and $10.0 million in 2008 and 2007, respectively. The operating income will continue to be affected by these non-cash costs for another five years; however, the adverse affect on operating income will decrease each year as the amortization expense decreases. In addition, this increase in profit was partially offset by increased overhead and business development costs in our power business in addition to incurring higher than expected start-up costs on two power projects. The Energy client group reduced overhead costs in response to the lower volume levels being experienced.

Other

        Other primarily includes corporate expenses which represent centralized management costs that are not allocable to individual operating segments and primarily include expenses associated with administrative functions such as executive management, legal, treasury, tax, and general business development efforts. Corporate expenses for the year ended December 31, 2009 were $47.0 million compared to $74.2 million in 2008, and $32.1 million in 2007. The decrease of $27.2 million in 2009 compared to the prior year is primarily attributable to our cost reduction efforts that began in the fourth quarter of 2008.

        The increase in 2008 compared to 2007 is consistent with our growth during 2008 and is primarily due to expenditures for strategic initiatives and business development efforts undertaken during the

33

year. The increase was partially offset by cost reduction efforts that began in the fourth quarter of 2008.

Income Taxes

        The income tax provisions for the years ended December 31, 2009, 2008 and 2007 are as follows:

($ in millions)	Income Tax Provision		Effective Tax Rate
2009	$	46.4		30.9	%
2008	$	27.5		46.2	%
2007	$	11.7		15.1	%

        The effective tax rate for the year ended December 31, 2009 was 30.9% compared to 46.2% for the same period in the prior year. The current year rate was favorably impacted by the recognition of benefits from statute expirations, taxing jurisdiction settlements and by improved foreign operating results. Our effective tax rate continues to be impacted by deferred compensation, unrealized foreign net operating losses in selected countries, the Section 199 domestic production deduction and disallowed portions of meals and entertainment expenses. The significant decrease in the effective tax rate for the years ended December 31, 2009 and 2007 compared to 2008 was primarily due to the recognition of the research and experimentation credit as well as the extraterritorial income exclusion resulting from the settlement with the Internal Revenue Service and the difference in foreign operating losses between years.

        We must assess the likelihood that we will be able to recover our deferred tax assets. If recovery is not likely, we must increase our tax provision by recording a valuation allowance for the deferred tax assets that we estimate will not ultimately be recoverable. As of December 31, 2009 and 2008, we reported a valuation allowance of $26.0 million and $22.7 million, respectively.

Liquidity and Capital Resources

        Our primary sources of liquidity are cash flows from operations and borrowings under our unsecured revolving line of credit. Our primary uses of cash are to fund our working capital, capital expenditures and purchases of stock presented on our internal market. Based on our total cash and credit capacity available at December 31, 2009 of $593.3 million, we believe that we have sufficient resources to fund our operations, any future acquisition and capital expenditure requirements, as well as purchases of stock presented on our internal market, should we choose to do so, for the next 12 months and beyond.

        The following table reflects our available capacity as of December 31, 2009 (in millions):

Cash on hand					$	169.7
Available for sale securities						2.0
Line of credit capacity		$	500.0
Outstanding borrowings			—
Issued letters of credit			(78.4	)
	Net credit capacity available					421.6
	Total available capacity				$	593.3

        Billings and collections on accounts receivable can impact our operating cash flows. We continuously monitor collection efforts and assess the allowance for doubtful accounts. Based on this assessment at December 31, 2009, we have deemed the allowance for doubtful accounts to be adequate; however, future economic conditions may adversely impact some of our clients' ability to pay

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our bills or the timeliness of their payments. Consequently, it may also impact our timing of cash receipts necessary to meet our operating needs.

        Cash generated in investing activities was $16.2 million in the twelve months ended December 31, 2009 compared to $96.8 million used in investing activities for the same period in 2008. The major uses of cash in investing activities relate to payments made for the purchase of property, plant, and equipment and investments in our joint ventures. We spent $37.7 million and $50.6 million on capital expenditures in 2009 and 2008, respectively. The net cash flows related to our investments in affiliates was consistent from period to period. In addition, during 2009, we received proceeds of $70.1 million for the sale of certain operating assets from our EMS business in the GEN segment.

        In connection with the acquisition of VECO, the purchase agreement established a holdback contingency of $70.0 million for the potential future payment of known and unknown contingencies that may arise within three years after the date of acquisition. Any amounts not paid for contigencies are payable to the sellers of VECO in various installments through September 2010. Since the date of acquisition, we have made certain distributions to the sellers of VECO and paid expenses on their behalf which were deemed distributions of the holdback contingency. At December 31, 2009 and 2008, the outstanding balance payable under the holdback contingency was $49.1 million and $51.3 million, respectively.

        We finance our operations, acquisitions and capital expenditures using a variety of capital vehicles. Depending on the applicable terms and conditions on new debt or equity offerings compared to the opportunity cost of using our internally generated cash we may either choose to finance new opportunities using leverage in the form of our revolving line of credit facility (RLOC), or other debt. In some instances we may use a combination of one or more of these financing mechanisms. As of December 31, 2009, our total outstanding debt obligations were approximately $52.3 million. There was not an outstanding balance on the RLOC. The majority of these obligations relate to the issuance of notes payable and mortgages related to property, plant and equipment.

        The RLOC provides for $500.0 million of available capacity that expires on August 31, 2012. The credit agreement includes an option to increase the initial borrowing capacity by up to an additional $250.0 million. The RLOC is used for general corporate purposes and permitted acquisitions. It also provides that up to $250.0 million is available for the issuance of letters of credit to support various operating activities. At our option, the credit agreement bears interest at a rate equal to either the London InterBank Offered Rate (LIBOR) plus 0.75% to 1.50%, or the lender's applicable base rate less a discount rate up to 0.25% based on our ratio of funded debt to earnings before interest, taxes, depreciation and amortization. A commitment fee of approximately 0.10% to 0.25% per year on the unused portion of the line of credit is payable based on our ratio of funded debt to earnings before interest, taxes, depreciation and amortization.

        During 2008, we entered into derivative financial transactions to reduce the effects of interest rate changes on cash flows due to changes in interest rates on our outstanding debt. As of December 31, 2009, we have two interest rate swaps with a total notional amount of $50.0 million. As of December 31, 2009, we had not designated these derivative instruments as effective hedges. Therefore, interest expense related to periodic settlements on these interest rate swaps and the change in fair market value of these interest rate swaps are recognized in earnings in the current period. These interest rate swaps expire in March 2010. The fair value of these derivatives is not significant.

        As of December 31, 2009, we had issued and outstanding letters of credit of $78.4 million reserved against the RLOC's borrowing base.

        For the twelve months ended December 31, 2009, repurchases of stock were $91.3 million compared to $109.4 million for the same period in the prior year. Additionally, the net repayments of

35

debt were approximately $123.5 million during 2009 compared to approximately $29.7 million during 2008.

Depreciation and Amortization

        Depreciation and amortization expense for the year ended December 31, 2009 of $80.9 million was $11.1 million less than the same period in 2008. We recognized $53.5 million and $55.2 million of depreciation expense related to fixed assets during 2009 and 2008, respectively. We recognized $27.4 million and $36.8 million in amortization expense related to intangible assets during 2009 and 2008, respectively. A significant amount of the depreciation and amortization expense is attributable to fixed assets and intangible assets held in our Energy segment.

Off-Balance Sheet Arrangements

        We have interests in multiple joint ventures, some of which are considered variable interest entities. These entities facilitate the completion of contracts that are jointly owned with our joint venture partners. These joint ventures are formed to leverage the skills of the respective partners and include consulting, construction, design, project management and operations and maintenance contracts. Our risk of loss on joint ventures is similar to what the risk of loss would be if the project was self-performed, other than the fact that the risk is shared with our partners.

        There were no substantial changes to other off-balance sheet arrangements or contractual commitments during the twelve months ended December 31, 2009.

Aggregate Commercial Commitments

        We maintain a variety of commercial commitments that are generally made available to provide support for various provisions in engineering and construction contracts. Letters of credit are provided to clients in the ordinary course of the contracting business in lieu of retention or for performance and completion guarantees on engineering and construction contracts. We post surety and bid bonds, which are contractual agreements issued by a surety, for the purpose of guaranteeing our performance on contracts and to protect owners and are subject to full or partial forfeiture for failure to perform obligations arising from a successful bid. We also carry substantial premium paid, traditional insurance for our business risks including professional liability and general casualty insurance and other coverage which is customary in our industry.

        We believe that we will be able to continue to have access to professional liability and general casualty insurance, as well as bonds, with sufficient coverage limits, and on acceptable financial terms necessary to support our business. The cost of such coverage has remained stable during 2009 and is expected to continue to be stable in the foreseeable future. See "Risk Factors—It can be difficult or expensive to obtain the insurance we need for our business operations" in Item 1A of this Annual Report on Form 10-K for additional information.

        Our risk management personnel continuously monitor the developments in the insurance market. The financial stability of the insurance and surety providers is one of the major factors that we take into account when buying our insurance coverage. Currently our insurance and bonds are purchased from several of the world's leading and financially stable providers often in layered insurance or co-surety arrangements. The built-in redundancy of such arrangements usually enables us to call upon existing insurance and surety suppliers to fill gaps that may arise if other such suppliers become financially unstable.

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Contractual Obligations

        Contractual obligations outstanding as of December 31, 2009 are summarized below:

		Amount of Commitment Expiration Per Period
($ in millions) Contractual Obligations		Less than 1 Year		1-3 Years		4-5 Years		Over 5 Years		Total Amount Committed
Letters of credit		$	58.3	$	20.1	$	—	$	—	$	78.4
Total debt			14.4		24.6		4.7		8.7		52.4
Interest payments			2.7		2.8		1.2		1.4		8.1
Operating lease obligations			155.6		242.1		178.3		317.1		893.1
Surety and bid bonds			1,071.8		367.2		—		—		1,439.0
	Total	$	1,302.8	$	656.8	$	184.2	$	327.2	$	2,471.0

Critical Accounting Policies

        Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the U.S. of America (U.S. GAAP). The preparation of these financial statements requires us to make estimates and judgments that affect both the results of operations as well as the carrying values of our assets and liabilities. Some of our accounting policies require us to make difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. We base estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities as of the date of the financial statements that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

        Although our significant accounting policies are described in the Notes to Consolidated Financial Statements in Item 15 of this Annual Report on Form 10-K, below is a summary of our most critical accounting policies.

Revenue Recognition

        We earn our revenues from different types of services under a variety of different types of contracts, including cost-plus, fixed-price and time-and-materials. We evaluate contractual arrangements to determine how to recognize revenue. We recognize revenue and profit for most of our contracts on the percentage-of-completion method where progress towards completion is measured by relating the actual cost of work performed to date to the current estimated total cost of the respective contracts. In making such estimates, judgments are required to evaluate potential variances in schedule, the cost of materials and labor, productivity, liability claims, contract disputes, or achievement of contract performance standards.

        Change orders are included in total estimated contract revenue when it is probable that the change order will result in an addition to contract value and can be reliably estimated. Losses on construction and engineering contracts in process are recognized in their entirety when the loss becomes evident and the amount of loss can be reasonably estimated.

        We have a history of making reasonable estimates of the extent of progress towards completion, total contract revenue and total contract costs on our engineering and construction contracts. However, due to uncertainties inherent in the estimation process, actual total contract revenue and completion costs can vary from estimates.

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        Below is a description of the three basic types of contracts from which we may earn revenues using the percentage-of-completion method.

        Cost-Plus Contracts.    Cost-plus contracts can be cost plus a fixed fee or rate, or cost plus an award fee. Under these types of contracts, we charge our clients for our costs, including both direct and indirect costs, plus a fixed negotiated fee or award fee. We generally recognize revenue based on the actual labor costs and non-labor costs we incur, plus the portion of the fixed fee or award fee we have earned to date. If the actual labor hours and other costs we expend are lower than the total number of hours and other costs we have estimated, our revenues related to cost recoveries from the project will be lower than originally estimated. If the actual labor hours and other costs we expend exceed the original estimate, we must obtain a change order, contract modification, or successfully prevail in a claim in order to receive payment for the additional costs.

        In the case of a cost-plus award fee, we include in the total contract value the portion of the fee that we are probable of receiving. Award fees are influenced by the achievement of contract milestones, cost savings and other factors.

        Fixed Price Contracts.    Under fixed price contracts, our clients pay us an agreed amount negotiated in advance for a specified scope of work. For engineering and construction contracts, we recognize revenue on fixed price contracts using the percentage-of-completion method. For operations and maintenance contracts, we recognize revenue on fixed price contracts using the straight-line method over the life of the contract. Prior to completion, our recognized profit margins on any fixed price contract depend on the accuracy of our estimates and will increase to the extent that our actual costs are below the original estimated amounts. Conversely, if our costs exceed these estimates, our profit margins will decrease and we may realize a loss on a project. If our actual costs exceed the original estimate, we attempt to obtain a change order or contract modification.

        Time-and-Materials Contracts.    Under our time-and-materials contracts, we negotiate hourly billing rates and charge our clients based on the actual time that we expend on a project. In addition, clients reimburse us for our actual out-of-pocket costs of materials and other direct expenditures that we incur in connection with our performance under the contract. Our profit margins on time-and-materials contracts fluctuate based on actual labor and overhead costs that we directly charge or allocate to contracts compared with the negotiated billing rate and markup on other direct costs. Some of our time-and-materials contracts are subject to maximum contract values, and accordingly, revenue under these contracts are recognized under the percentage-of-completion method. Revenue on contracts that are not subject to maximum contract values are recognized based on the actual number of hours we spend on the projects plus any actual out-of-pocket costs of materials and other direct expenditures that we incur on the projects. Our time-and-materials contracts generally include annual billing rate escalation provisions.

        Operations and Maintenance Contracts.    A portion of our contracts are operations and maintenance type contracts. Typically, these contracts may include fixed and variable components along with incentive fees. Revenue is recognized on operations and maintenance contracts on a straight-line basis over the life of the contract once we have an arrangement, delivery has occurred, the price is fixed or determinable and collectability is reasonably assured.

Income Taxes

        In determining net income for financial statement purposes, we must make estimates and judgments in the calculation of tax assets and liabilities and in the determination of the recoverability of the deferred tax assets. The tax assets and liabilities arise from temporary differences between the tax return and the financial statement recognition of revenue and expenses. We must assess the likelihood that we will be able to recover our deferred tax assets. If recovery is not likely, we must

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increase our tax provision by recording a valuation allowance for the deferred tax assets that we estimate will not ultimately be recoverable.

        In addition, the calculation of our income tax provision involves uncertainties in the application of complex tax regulations. For income tax benefits to be recognized, a tax position must be more likely than not to be sustained upon ultimate settlement.

Pension and Postretirement Employee Benefits

        We have two frozen and one active noncontributory defined benefit pension plans, a medical benefit plan for retired employees and other benefit plans. The determination of pension plan expense and the requirements for funding our pension plans are based on a number of actuarial assumptions. These valuations include many assumptions, but the two most critical assumptions are the discount rate and the expected long-term rate of return on plan assets. For our medical benefit plan, which provides certain health care benefits to qualified retired employees, critical assumptions in determining the employee benefit expense are the discount rate applied to benefit obligations and the assumed health care cost trend rates used in the calculation of benefit obligations. We use judgment in selecting these assumptions each year because we have to consider not only current market conditions, but also make judgments about future market trends, changes in the interest rates and equity market performance. We also have to consider factors like the timing and amounts of expected contributions to the plans and benefit payments to plan participants.

        The funded status of a benefit plan is measured as the difference between plan assets at fair value and the benefit obligation. We record an asset for overfunded plans and a liability for underfunded plans, with a corresponding entry recorded to accumulated other comprehensive loss, net of tax.

Recently Adopted Accounting Standards

        In June 2009, the FASB issued authoritative guidance on the FASB Accounting Standards Codification (ASC) and the hierarchy of generally accepted accounting principles, codified in ASC 105, Generally Accepted Accounting Standards. ASC 105 will become the single source of authoritative nongovernmental U.S. GAAP, superseding existing FASB, American Institute of Certified Public Accountants (AICPA), Emerging Issues Task Force (EITF), and related accounting literature. This standard reorganizes the U.S. GAAP pronouncements into accounting topics and displays them using a consistent structure. This guidance impacts our financial statements and related disclosures as all references to authoritative accounting literature reflect the newly adopted codification. We adopted ASC 105 on September 30, 2009.

        In December 2007, the FASB issued authoritative guidance on business combinations, which was codified in ASC 805, Business Combinations. This standard establishes principles and requirements for how an acquirer recognizes and measures the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired in its financial statements. ASC 805 also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. We adopted ASC 805 on January 1, 2009. The adoption of this accounting principle did not impact our historical financial statements.

        On January 1, 2009, we adopted ASC 810 Consolidations, relating to accounting for noncontrolling interests in consolidated financial statements. Noncontrolling interests are defined as the portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent. We have several joint ventures with noncontrolling interests. ASC 810 establishes accounting and reporting standards for noncontrolling interests, the amount of consolidated net income attributable to the parent and to the noncontrolling interests, changes in a parent's ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. ASC 810 also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the

39

interests of the noncontrolling owners. We adopted the accounting provisions of ASC 810 on a prospective basis as of the beginning of our 2009 fiscal year. The presentation and disclosure requirements of ASC 810 were adopted on a retrospective basis, and resulted in a reclassification of minority interests to noncontrolling interests of $2.5 million at December 31, 2008.

        In May 2009, the FASB issued authoritative guidance on subsequent events, which was codified in ASC 855, Subsequent Events. ASC 855 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. We adopted ASC 855 on June 30, 2009. Adoption did not have a material impact on consolidated financial statements but requires us to disclose the date to which we evaluate subsequent events.

        On December 30, 2008, the FASB issued authoritative guidance on disclosure requirements related to an employees' postretirement benefit plan assets, which was codified in ASC 715, Compensation-Retirement Benefit. The statement provides guidance on an employer's disclosures about plan assets of a defined benefit pension or other postretirement plan. ASC 715 requires employers of entities to disclose more information about how investment allocation decisions are made, major categories of plan assets, and the fair value techniques and inputs used to measure plan assets. We adopted ASC 715 on December 31, 2009 and those disclosures are included in the notes to the consolidated financial statements.

Recently Issued Accounting Standards

        In June 2009, the FASB issued authoritative guidance revising the existing guidance on the consolidation and disclosures of variable interest entities which was codified in ASC 810. Specifically, it changes how a reporting entity determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar) rights should be consolidated. The determination of whether a reporting entity is required to consolidate another entity is based on, among other things, the other entity's purpose and design and the reporting entity's ability to direct the activities of the other entity that most significantly impact the other entity's economic performance. This guidance will require us to provide additional disclosures about its involvement with variable interest entities and continually assess any significant changes in risk exposure due to that involvement. ASC 810 is effective for us beginning January 1, 2010. We are in the process of evaluating the impacts of this statement.

Item 7A.    Quantitative and Qualitative Disclosures About Market Risk

        In the ordinary course of our operations we are exposed to certain market risks, primarily changes in foreign currency exchange rates and interest rates. This risk is monitored to limit the effect of foreign currency exchange rate and interest rate fluctuations on earnings and cash flows.

        Foreign currency exchange rates.    We are exposed to foreign currency exchange risks in the normal course of our international business operations. Our investments in foreign subsidiaries with a functional currency other than the U.S. dollar are generally considered long-term. From time to time we engage in forward foreign exchange contracts to selectively manage these exposures through the use of derivative instruments to mitigate our market risk from these exposures. The objective of our risk management is to protect our cash flows related to sales of services from market fluctuations in current rates. A five percent change in foreign currency rates would not have a significant impact on our financial position, results of operations or cash flows.

        Interest rates.    Our interest rate exposure is generally limited to our unsecured revolving credit agreement, purchase of interest bearing short-term investments and the holdback contingency balance outstanding related to our acquisition of VECO. As of December 31, 2009 there was not a balance on the unsecured revolving credit agreement, but there was approximately $49.1 million outstanding on the holdback contingency. We have assessed the market risk exposure on these financial instruments and

40

determined that any significant changes to the fair value of these instruments would not have a material impact on our consolidated results of operations, financial position or cash flows. Based upon the amount outstanding under the holdback contingency, a one percentage point change in the assumed interest rate would change our annual interest expense by approximately $0.5 million.

Item 8.    Financial Statements and Supplementary Data

        Reference is made to the information set forth beginning on page F-1.

Item 9.    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

        None.

Item 9A.    Controls and Procedures

Disclosure Controls and Procedures

        We carried out an evaluation as of the last day of the period covered by this Annual Report on Form 10-K, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (Exchange Act). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (a) are effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is timely recorded, processed, summarized and reported and (b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

        There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management's Annual Report on Internal Control Over Financial Reporting

        Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

        Based on our evaluation under the framework in Internal Control—Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2009.

        The effectiveness of our internal control over financial reporting as of December 31, 2009 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included herein on page F-2.

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Item 9B.    Other Information

        Not applicable.

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PART III

Item 10.    Directors, Executive Officers and Corporate Governance

        The following table shows our directors and executive officers as of December 31, 2009:

Name	Age		Title
Robert W. Bailey		54	Director
Robert G. Card		57	Director and Senior Vice President
William T. Dehn		63	Director and Vice President
Jerry D. Geist		75	Director
Garry M. Higdem		56	Director and Senior Vice President
Chad O. Holliday		61	Director
John A. Madia		55	Vice President and Chief Human Resources Officer
Lee A. McIntire		60	Director and Chief Executive Officer
Margaret B. McLean		47	Vice President and Chief Legal Officer
Michael C. McKelvy		50	Senior Vice President
David B. Price		64	Director
Jacqueline C. Rast		48	Director and Senior Vice President
M. Catherine Santee		48	Director and Chief Financial Officer
JoAnn Shea		45	Chief Accounting Officer
Michael A. Szomjassy		58	Director
Nancy R. Tuor		61	Director and Vice President
Barry L. Williams		65	Director

        The information required under this Item is contained in the Proxy Statement under the captions "Proposal 1—Election of Directors" and "Corporate Governance" and is incorporated herein by reference.

Item 11.    Executive Compensation

        See the information set forth under "Executive Compensation" in the Proxy Statement, which is incorporated herein by reference.

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

        See the information set forth under "Security Ownership of Certain Shareholders and Management" in the Proxy Statement, which is incorporated herein by reference.

Item 13.    Certain Relationships and Related Transactions, and Director Independence

        The information required under this Item is contained in the Proxy Statement under the captions "Proposal 1—Election of Directors" and "Corporate Governance" and is incorporated herein by reference.

Item 14.    Principal Accounting Fees and Services

        See the information set forth under "Audit Subcommittee" in the Proxy Statement which is incorporated herein by reference.

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PART IV

Item 15.    Exhibits and Financial Statement Schedules

        Documents Filed as Part of this Report

1.

Financial Statements

Report of Independent Registered Public Accounting Firm—KPMG LLP	F-1
Report on Internal Control Over Financial Reporting—KPMG LLP	F-2
Consolidated Balance Sheets at December 31, 2009 and 2008	F-3
Consolidated Statements of Income for the Years Ended December 31, 2009, 2008 and 2007	F-4
Consolidated Statements of Shareholders' Equity and Comprehensive Income for the Years Ended December 31, 2009, 2008 and 2007	F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2009, 2008 and 2007	F-6
Notes to Consolidated Financial Statements	F-7

2.

Financial Statement Schedules and Other

        In accordance with Regulation S-X Rule 3.09, we furnish separate financial statements of significant subsidiaries not consolidated and 50% or less owned persons. We are required to include the balance sheets of Golden Crossing Constructors Joint Venture and CLM Delivery Partner, Limited as of December 31, 2009 and 2008, and the related statements of income, partners' equity, and cash flows for each of the years in the three-year period ended December 31, 2009. In accordance with Regulation S-X Rule 3.09, as the unconsolidated subsidiaries are foreign filers and are private entities, the financial statements of these entities will be filed as an amendment to this periodic report within six months of filing.

        All financial statement schedules have been omitted because the required information is included in the consolidated financial statements or notes thereto, or because such schedules are not applicable.

3.

Exhibits

        The following exhibits are filed as part of this annual report:

Articles of Incorporation and Bylaws

Exhibit Number		Description
	3.1	Restated Articles of Incorporation of CH2M HILL Companies, Ltd. filed as Exhibit A to the Registrant's Definitive Proxy Statement on schedule 14A on November 13, 2009 (File No. 333-60700)
	3.2	Restated Bylaws of CH2M HILL Companies, Ltd. filed as Exhibit 3.1 on Current Report on Form 8-K, on November 12, 2009

Material Contracts—Management Agreements, Compensatory Plans or Arrangements

Exhibit Number		Description
	10.1	CH2M HILL Retirement and Tax-Deferred Savings Plan, as amended and restated effective June 1, 2000 filed as Exhibit 10.1 on Form 10-K, on March 29, 2000
	*10.2	CH2M HILL Companies, Ltd. Supplemental Executive Retirement and Retention Plan effective January 1, 2009
	10.3	CH2M HILL Companies, Ltd. Deferred Compensation Plan effective January 1, 2001 filed as Exhibit 10.23 on Form 10-K, on March 20, 2001

44

Exhibit Number		Description
	10.4	CH2M HILL Companies, Ltd. Restricted Stock Policy and Administration Plan effective January 1, 2000 filed as Exhibit 10.25 on Form 10-K, on March 20, 2001
	10.5	CH2M HILL Companies, Ltd. Short Term Incentive Plan effective January 1, 2000 filed as Exhibit 10.26 on Form 10-K, on March 20, 2001
	10.6	CH2M HILL Companies, Ltd. 2004 Stock Option Plan filed as Appendix A on Schedule 14A Definitive Proxy Statement, on March 26, 2004
	10.7	CH2M HILL Companies, Ltd. Payroll Deduction Stock Purchase Plan as amended and restated effective January 1, 2004 filed as Appendix B on Schedule 14A Definitive Proxy Statement, on March 26, 2004
	10.8	CH2M HILL Companies, Ltd. Amended and Restated Executive Officers Long Term Incentive Plan effective January 1, 2005, as amended and restated on May 8, 2008 filed as Exhibit 10.1 on Form 10-Q on May 8, 2008
	10.9	CH2M HILL Companies, Ltd. Amended and Restated Long Term Incentive (LTI) Plan effective January 1, 2005 filed as Exhibit 10.15 on form 10-K on February 23, 2007
	10.10	Change of Control Agreement between CH2M HILL Companies, Ltd. and Robert G. Card filed as Exhibit 10.2 on Form 10-Q, on November 4, 2008
	10.11	Change of Control Agreement between CH2M HILL Companies, Ltd. and Lee A. McIntire filed as Exhibit 10.3 on Form 10-Q, on November 4, 2008
	10.12	Change of Control Agreement between CH2M HILL Companies, Ltd. and M. Catherine Santee filed as Exhibit 10.4 on Form 10-Q, on November 4, 2008
	10.13	Change of Control Agreement between CH2M HILL Companies, Ltd. and Jacqueline C. Rast filed as Exhibit 10.5 on Form 10-Q, on November 4, 2008
	10.14	Change of Control Agreement between CH2M HILL Companies, Ltd. and Michael E. McKelvy filed as Exhibit 10.6 on Form 10-Q, on November 4, 2008
	10.15	Change of Control Agreement between CH2M HILL Companies, Ltd. and Garry M. Higdem filed as Exhibit 10.9 on Form 10-Q, on November 4, 2008
	10.16	Change of Control Agreement between CH2M HILL Companies, Ltd. and JoAnn Shea filed as Exhibit 10.10 on Form 10-Q, on November 4, 2008
	10.17	Change of Control Agreement between CH2M HILL Companies, Ltd. and Michael A. Szomjassy filed as Exhibit 10.12 on Form 10-Q, on November 4, 2008
	*10.18	Change of Control Agreement between CH2M HILL Companies, Ltd. and Nancy R. Tuor
	10.19	CH2M HILL Companies, Ltd. 2009 Stock Option Plan, effective January 1, 2009 filed as Exhibit 10.24 on Form 10-K, on February 24, 2009

45

Material Contracts—Other

Exhibit Number		Description
	10.20	Contract with Neidiger, Tucker, Bruner, Inc., filed as Exhibit 99.1 on Form 8-K, on June 24, 2002
	10.21	Amended and Restated Credit Facility closed on September 6, 2007, by and among CH2M HILL Companies, Ltd. and certain of its wholly owned subsidiaries. Wells Fargo Bank, National Association, as agent and sole arranger, and other lenders as party thereto (certain portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment under Rule 24b-2 as promulgated under the Securities Exchange Act of 1934) filed as exhibit 10.1 to CH2M HILL's Current Report on Form 8-K (Commission File No. 000-27261) on September 13, 2007
	10.22	Agreement of Purchase and Sale executed on September 26, 2007 (dated September 11, 2007) by and between CH2M HILL, Inc. and WELLS REIT II—South Jamaica Street, LLC filed as exhibit 10.44 to CH2M HILL's Current Report on Form 8-K (Commission File No. 000-27261) on September 27, 2007
	10.23	Lease Agreement dated as of September 26, 2007, by and between CH2M HILL, Inc. and WELLS REIT II—South Jamaica Street, LLC filed as exhibit 10.43 to CH2M HILL's Current Report on Form 8-K (Commission File No. 000-27261) on September 27, 2007 and incorporated herein

Code of Ethics

Exhibit Number		Description
	*14.1	CH2M HILL Companies, Ltd. Ethics Code for Executive and Financial Officers

Subsidiaries of the Registrant

Exhibit Number		Description
	*21.1	Subsidiaries of CH2M HILL Companies, Ltd.

Consent of Experts and Counsel

Exhibit Number		Description
	*23.1	Consent of KPMG LLP

Power of Attorney

Exhibit Number		Description
	*24.1	Power of Attorney authorizing signature

46

Rule 13a-14(a)/15d-14(a) Certifications

Exhibit Number		Description
	*31.1	Written Statement of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	*31.2	Written Statement of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Section 1250 Certifications

Exhibit Number		Description
	*32.1	Written Statement of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
	*32.2	Written Statement of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

Additional Exhibits

Exhibit Number		Description
	99.1	Internal Market Rules, filed as Exhibit 99 to Registration Statement on Form S-1 on March 15, 1999 (File No. 333-74427)

*

Filed herewith

47

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
CH2M HILL Companies, Ltd.:

        We have audited the accompanying consolidated balance sheets of CH2M HILL Companies, Ltd. and subsidiaries (the Company) as of December 31, 2009 and 2008, and the related consolidated statements of income, shareholders' equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2009. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of CH2M HILL Companies, Ltd. and subsidiaries as of December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.

        As discussed in note 1 to the accompanying consolidated financial statements the Company adopted new accounting standards relating to noncontrolling interests in consolidated financial statements on January 1, 2009; employers' accounting for defined benefit pension and other postretirement plans on December 31, 2007; and accounting for uncertainty in income taxes on January 1, 2007.

        We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), CH2M HILL Companies, Ltd. and subsidiaries' internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 25, 2010 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting.

	KPMG LLP
Denver, Colorado February 25, 2010

F-1

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders
CH2M HILL Companies, Ltd.:

        We have audited CH2M HILL Companies, Ltd. and subsidiaries (the Company) internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

        A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

        Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

        In our opinion, CH2M HILL Companies Ltd. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control—Integrated Framework issued by COSO.

        We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of CH2M HILL Companies, Ltd. and subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of income, shareholders' equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2009, and our report dated February 25, 2010 expressed an unqualified opinion on those consolidated financial statements.

	KPMG LLP
Denver, Colorado February 25, 2010

F-2

CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

Consolidated Balance Sheets

(Dollars in thousands)

					December 31, 2009			December 31, 2008
ASSETS
Current assets:
	Cash and cash equivalents				$	169,717		$	114,282
	Available-for-sale securities					1,966			327
	Receivables, net—
		Client accounts				611,634			670,243
		Unbilled revenue				416,927			446,763
		Other				20,882			13,280
	Deferred income taxes					47,964			50,246
	Prepaid expenses and other current assets					64,510			82,395
			Total current assets			1,333,600			1,377,536
Investments in unconsolidated affiliates						78,053			37,322
Property, plant and equipment, net						197,152			214,037
Goodwill						130,354			134,840
Intangible assets, net						61,275			88,819
Deferred income taxes						109,438			82,326
Employee benefit plan assets and other						38,150			36,961
			Total assets		$	1,948,022		$	1,971,841
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
	Current portion of long-term debt				$	14,396		$	24,652
	Accounts payable and accrued subcontractor costs					407,222			447,747
	Billings in excess of revenue					292,280			289,230
	Accrued payroll and employee related liabilities					259,798			278,684
	Other accrued liabilities					134,763			93,309
			Total current liabilities			1,108,459			1,133,622
Long-term employee related liabilities and other						276,811			300,247
Long-term debt						37,943			151,223
			Total liabilities			1,423,213			1,585,092
Commitments and contingencies (Note 17)
Shareholders' equity:
	Preferred stock, Class A $0.02 par value, 50,000,000 shares authorized; none issued					—			—
	Common stock, $0.01 par value, 100,000,000 shares authorized; 31,373,955 and 31,604,336 issued and outstanding at December 31, 2009 and 2008, respectively					314			316
	Additional paid-in capital					12,803			9,947
	Retained earnings					531,796			428,054
	Accumulated other comprehensive loss					(32,743	)		(54,086	)
			Total CH2M HILL common shareholders' equity			512,170			384,231
	Noncontrolling interests					12,639			2,518
			Total equity			524,809			386,749
				Total liabilities and shareholders' equity	$	1,948,022		$	1,971,841

The accompanying notes are an integral part of these consolidated financial statements.

F-3

CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

Consolidated Statements of Income

(Dollars in thousands except per share amounts)

			For The Years Ended
			December 31, 2009			December 31, 2008			December 31, 2007
Gross revenue			$	5,499,318		$	5,589,906		$	4,376,238
Equity in earnings of joint ventures and affiliated companies				65,539			34,232			44,184
Operating expenses:
	Direct cost of services and overhead			(4,478,884	)		(4,507,738	)		(3,507,770	)
	General and administrative			(969,677	)		(1,027,225	)		(835,431	)
	Gain on sale of operating assets			58,235			—			—
Operating income				174,531			89,175			77,221
Other income (expense):
	Interest income			1,474			2,405			4,331
	Interest expense			(7,487	)		(15,833	)		(5,728	)
Income before provision for income taxes				168,518			75,747			75,824
Provision for income taxes				(46,420	)		(27,497	)		(11,722	)
Net income				122,098			48,250			64,102
Less: (Income) loss attributable to noncontrolling interests				(18,356	)		(16,194	)		1,897
Net income attributable to CH2M HILL			$	103,742		$	32,056		$	65,999
Net income per common share:
		Basic	$	3.25		$	0.96		$	2.01
		Diluted	$	3.18		$	0.93		$	1.97
Weighted average number of common shares:
		Basic		31,907,861			33,486,512			32,864,202
		Diluted		32,598,509			34,376,259			33,507,802

The accompanying notes are an integral part of these consolidated financial statements.

F-4

CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

Consolidated Statements of Shareholders' Equity and Comprehensive Income

(Dollars in thousands)

				Common Stock											Accumulated Other Comprehensive Loss
										Additional Paid-In Capital			Retained Earnings					Noncontrolling Interest			Total Shareholders' Equity
				Shares			Amount
Balance at December 31, 2006					32,109,200		$	321		$	46,330		$	328,559	$	(9,173	)	$	2,832		$	368,869
	Net income							—			—			65,999		—			(1,897	)		64,102
	Other comprehensive income (loss):
		Foreign currency translation adjustments						—			—			—		6,867			6			6,873
		Benefit plan adjustments						—			—			—		8,641			—			8,641
		Unrealized loss on equity investments						—			—			—		(1,284	)		—			(1,284	)
			Comprehensive income																			78,332
	Investment in affiliates, net							—			—			—		—			23			23
	Impact of adoption of SFAS 158							—			—			—		(8,444	)		—			(8,444	)
	Cumulative effect of change in accounting principle							—			—			1,440		—			—			1,440
	Shares issued in connection with stock based compensation and employee benefit plans				2,091,252			21			45,180			—		—			—			45,201
	Shares purchased and retired				(1,042,384	)		(10	)		(20,914	)		—		—			—			(20,924	)
Balance at December 31, 2007					33,158,068			332			70,596			395,998		(3,393	)		964			464,497
	Net income							—			—			32,056		—			16,194			48,250
	Other comprehensive income (loss):
		Foreign currency translation adjustments						—			—			—		(17,269	)		(923	)		(18,192	)
		Benefit plan adjustments						—			—			—		(32,125	)		—			(32,125	)
		Unrealized loss on equity investments						—			—			—		(1,299	)		—			(1,299	)
			Comprehensive loss																			(3,366	)
	Distributions to affiliates, net							—			—			—		—			(13,717	)		(13,717	)
	Shares issued in connection with stock based compensation and employee benefit plans				1,512,164			15			31,520			—		—			—			31,535
	Shares purchased and retired				(3,065,896	)		(31	)		(92,169	)		—		—			—			(92,200	)
Balance at December 31, 2008					31,604,336			316			9,947			428,054		(54,086	)		2,518			386,749
	Net income							—			—			103,742		—			18,356			122,098
	Other comprehensive income:
		Foreign currency translation adjustments						—			—			—		16,426			1,145			17,571
		Benefit plan adjustments						—			—			—		3,925			—			3,925
		Unrealized gain on equity investments						—			—			—		992			—			992
			Comprehensive income																			144,586
	Distributions to affiliates, net							—			—			—		—			(9,380	)		(9,380	)
	Shares issued in connection with stock based compensation and employee benefit plans				1,973,413			20			81,564			—		—			—			81,584
	Shares purchased and retired				(2,203,794	)		(22	)		(78,708	)		—		—			—			(78,730	)
Balance at December 31, 2009					31,373,955		$	314		$	12,803		$	531,796	$	(32,743	)	$	12,639		$	524,809

The accompanying notes are an integral part of these consolidated financial statements.

F-5

CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Dollars in thousands)

					For The Years Ended
					December 31, 2009			December 31, 2008			December 31, 2007
Cash flows from operating activities:
	Net income				$	122,098		$	48,250		$	64,102
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization				80,889			92,022			35,119
		Gain on sale of operating assets				(58,235	)		—			—
		Stock-based employee compensation				67,738			43,654			51,266
		Loss on disposal of property, plant and equipment				3,570			249			1,013
		Allowance for uncollectible accounts				11,115			2,172			1,952
		Deferred income taxes				(29,289	)		(24,789	)		(55,339	)
		Undistributed earnings from unconsolidated affiliates				(65,539	)		(34,232	)		(44,185	)
		Distributions of income from unconsolidated affiliates				52,808			55,407			38,114
		Changes in current assets and liabilities, net of businesses acquired:
			Receivables and unbilled revenue			40,748			18,783			(53,869	)
			Prepaid expenses and other			13,510			22,376			(21,413	)
			Accounts payable and accrued subcontractor costs			(29,470	)		3,670			45,351
			Billings in excess of revenues			9,331			24,613			104,264
			Employee related liabilities			3,631			4,447			32,855
			Other accrued liabilities			8,089			(4,860	)		(3,798	)
			Current taxes payable			(10,268	)		(83	)		(107,042	)
			Long-term employee related liabilities and other			19,755			7,817			(14,850	)
				Net cash provided by operating activities		240,481			259,496			73,540
Cash flows from investing activities:
	Capital expenditures					(37,663	)		(50,622	)		(20,679	)
	Acquisitions and earnout payments, net of cash acquired					(1,186	)		(24,570	)		(176,116	)
	Investments in unconsolidated affiliates					(68,366	)		(78,632	)		(13,343	)
	Distributions of capital from unconsolidated affiliates					41,597			54,858			19,342
	Proceeds from sale of operating assets					70,971			—			—
	Purchases of investments					—			(6,975	)		(224,440	)
	Proceeds from sale of investments					10,741			8,032			252,050
	Proceeds from sale-leaseback of buildings, net and other					65			1,124			41,267
				Net cash provided by (used in) investing activities		16,159			(96,785	)		(121,919	)
Cash flows from financing activities:
	Borrowings on long-term debt					747,349			1,072,318			441,402
	Payments on long-term debt					(870,885	)		(1,101,998	)		(350,736	)
	Repurchases and retirements of stock					(91,253	)		(109,395	)		(36,931	)
	Excess tax benefits from stock-based compensation					6,431			6,881			3,425
	Net contributions from noncontrolling interests					(9,379	)		(13,717	)		23
				Net cash (used in) provided by financing activities		(217,737	)		(145,911	)		57,183
Effect of exchange rate changes on cash						16,532			(26,623	)		10,096
Increase (decrease) in cash and cash equivalents						55,435			(9,823	)		18,900
Cash and cash equivalents, beginning of year						114,282			124,105			105,205
Cash and cash equivalents, end of year					$	169,717		$	114,282		$	124,105
Supplemental disclosures:
	Cash paid for interest				$	7,793		$	14,860		$	4,453
	Cash paid for income taxes				$	50,910		$	48,295		$	170,296

The accompanying notes are an integral part of these consolidated financial statements.

F-6

CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(1) Summary of business and significant accounting policies

Summary of Business

        CH2M HILL Companies, Ltd. and subsidiaries (CH2M HILL) is a project delivery firm founded in 1946. CH2M HILL provides engineering, consulting, design, construction, procurement, operations and maintenance, and program management services to federal, state, municipal and local government entities and U.S. federal government agencies, as well as private industry, in the U.S. and internationally. CH2M HILL is an employee-owned Oregon corporation. A substantial portion of CH2M HILL's professional fees are derived from projects that are funded directly or indirectly by government entities.

Principles of Consolidation and Basis of Presentation

        The consolidated financial statements include the accounts of CH2M HILL and all of its wholly owned subsidiaries after elimination of all intercompany accounts and transactions. Partially owned affiliates and joint ventures are evaluated for consolidation. The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the U.S. of America (U.S. GAAP). Certain amounts in prior years' consolidated financial statements have been reclassified to conform to the current year presentation.

Use of Estimates

        The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions. CH2M HILL believes that the estimates, judgments and assumptions made when accounting for items and matters such as, but not limited to, revenue recognition, self insurance accruals, employee benefits, legal and tax reserves, allowance for doubtful accounts, depreciation, amortization, asset valuations and contingencies are reasonable, based on information available at the time they are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements, as well as the reported amounts of revenue and expenses during the periods presented. See Note 17—Commitments and Contingencies. Actual results could differ from our estimates.

Capital Structure

        CH2M HILL has authorized 100,000,000 shares of common stock, par value $0.01 per share, and 50,000,000 shares of Class A preferred stock, par value $0.02 per share. CH2M HILL's Restated Bylaws and Articles of Incorporation provide for the imposition of certain restrictions on the stock including, but not limited to, the right but not the obligation to repurchase shares upon termination of employment or affiliation, the right of first refusal and ownership limits.

Foreign Currency Translation

        All assets and liabilities of CH2M HILL's foreign subsidiaries are translated into U.S. dollars as of each balance sheet date. Revenues and expenses are translated at the average exchange rate for the period. Translation gains and losses are reflected in shareholders' equity as part of accumulated other comprehensive loss. Transaction gains and losses are recognized as incurred in the consolidated statements of income.

F-7

CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(1) Summary of business and significant accounting policies (Continued)

Subsequent Events

        CH2M HILL has evaluated subsequent events and transactions for potential recognition or disclosure in the financial statements through February 25, 2010, the day the financial statements were issued.

Revenue Recognition

        CH2M HILL earns its revenue from different types of contracts, including cost-plus, fixed-price and time-and-materials. CH2M HILL evaluates contractual arrangements to determine how to recognize revenue. CH2M HILL primarily performs engineering and construction related services and recognizes revenue for these contracts on the percentage-of-completion method where progress towards completion is measured by relating the actual cost of work performed to date to the current estimated total cost of the respective contracts. In making such estimates, judgments are required to evaluate potential variances in schedule, the cost of materials and labor, productivity, liability claims, contract disputes, or achievement of contract performance standards.

        Change orders are included in total estimated contract revenue when it is probable that the change order will result in an addition to contract value and can be estimated. Management evaluates when a change order is probable based upon its experience in negotiating change orders, the customer's written approval of such changes or separate documentation of change order costs that are identifiable. Losses on construction and engineering contracts in process are recognized in their entirety when the loss becomes evident and the amount of loss can be reasonably estimated.

        CH2M HILL also performs operations and maintenance services. Revenue is recognized on operations and maintenance contracts on a straight-line basis over the life of the contract once CH2M HILL has an arrangement, delivery has occurred, the price is fixed or determinable and collectability is reasonably assured.

Unbilled Revenue and Billings in Excess of Revenue

        Unbilled revenue represents the excess of contract revenue recognized over billings to date on contracts in process. These amounts become billable according to the contract terms, which usually consider the passage of time, achievement of certain milestones or completion of the project.

        Billings in excess of revenue represent the excess of billings to date, per the contract terms, over revenue recognized on contracts in process.

Allowance for Uncollectible Accounts Receivable

        CH2M HILL reduces accounts receivable by estimating an allowance for amounts that may become uncollectible in the future. Management determines the estimated allowance for uncollectible amounts based on their judgments in evaluating the aging of the receivables and the financial condition of CH2M HILL's clients, which may be dependent on the type of client and the client's current economic conditions.

Fair Value Measurements

        Fair value represents the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. CH2M HILL uses a three-tier valuation hierarchy based upon observable and non-observable inputs. The three levels are as follows:

F-8

CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(1) Summary of business and significant accounting policies (Continued)

Level 1, unadjusted quoted prices that are available in active markets for the identical assets or liabilities at the measurement date; Level 2, significant other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly; and Level 3, significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment.

Income Taxes

        CH2M HILL accounts for income taxes utilizing an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax effects of events that have been recognized in the financial statements or tax returns. In estimating future tax consequences, CH2M HILL generally considers all expected future events other than enactment of changes in the tax laws or rates. Deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their reported amounts using enacted tax rates in effect for the year in which differences are expected to reverse. Annually, CH2M HILL determines the amount of undistributed foreign earnings invested indefinitely in its foreign operations. Deferred taxes are not provided on those earnings. In addition, the calculation of tax assets and liabilities involves uncertainties in the application of complex tax regulations. For income tax benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

Cash and Cash Equivalents

        CH2M HILL maintains a cash management system which provides for cash in the bank sufficient to pay checks as they are submitted for payment and invests cash in excess of this amount in interest bearing short-term investments such as certificates of deposit and commercial paper. These investments have original short-term maturities of less than three months and are considered cash equivalents in the consolidated balance sheets and statements of cash flows.

Available-for-Sale Securities

        Available-for-sale securities are carried at fair value, with unrecognized gains and losses reported in accumulated other comprehensive loss, net of taxes. Losses on available-for-sale securities are recognized when a loss is determined to be other than temporary or when realized. Fair values are estimated based on market prices, where available, or dealer quotes.

Property, Plant and Equipment

        All additions, including betterments to existing facilities, are recorded at cost. Maintenance and repairs are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost of the assets and the related accumulated depreciation are removed from the accounts. Any gain or loss on retirements is reflected in operating income in the year of disposition.

        Depreciation for owned property is based on the estimated useful lives of the assets using the straight-line method for financial statement purposes. Useful lives for buildings range from 12 to 20 years. Furniture, fixtures and equipment are depreciated over their useful lives from 2 to 10 years. Leasehold improvements are depreciated over the shorter of their estimated useful life or the remaining term of the associated lease.

F-9

CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(1) Summary of business and significant accounting policies (Continued)

Other Long-Lived Assets

        CH2M HILL may acquire goodwill or other intangible assets in business combinations. Intangible assets are stated at fair value as of the date acquired in a business combination. CH2M HILL amortizes intangible assets with finite lives on a straight-line basis over their expected useful lives, currently up to seven years. Where there are no legal, regulatory, contractual or other factors that would reasonably limit the useful life of the intangible asset, such as goodwill or tradenames, management has determined that those intangible assets have an indefinite life and therefore are not amortized.

Impairment of Long-Lived Assets

        CH2M HILL reviews its finite-lived intangibles and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Assets which are held and used in operations are considered impaired if the undiscounted future cash flows from the asset do not exceed the net book value. If impaired, the assets are written down to their estimated fair value. CH2M HILL generally measures fair value by considering sale prices for similar assets or by discounting estimated future cash flows from the asset group using an appropriate discount rate.

        Goodwill and intangible assets with indefinite lives are tested for impairment on an annual basis, or on an interim basis if events or circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment charge is recognized for any amount by which the carrying amount of goodwill or intangible assets with indefinite lives exceeds their fair value.

Accumulated Other Comprehensive Loss

        Accumulated other comprehensive loss consists of foreign currency translation adjustments, benefit plan adjustments, net of tax of $17.0 million, and unrealized gains/losses on equity investments, net of tax of $0.3 million. These components are included in the consolidated statements of shareholders' equity and comprehensive income. Taxes are not provided on the foreign currency translation gains and losses as deferred taxes are not provided on the unremitted earnings of the foreign subsidiaries to which they relate.

        The after-tax composition of accumulated other comprehensive loss consists of the following at December 31:

($ in thousands)	2009			2008
Foreign currency translation adjustments	$	9,618		$	(6,808	)
Benefit plan adjustments, net of tax		(43,108	)		(47,033	)
Unrealized gain (loss) on equity investments, net of tax		747			(245	)
	$	(32,743	)	$	(54,086	)

Concentrations of Credit Risk

        Financial instruments which potentially subject CH2M HILL to concentrations of credit risk consist principally of cash and cash equivalents, short term investments and trade receivables. CH2M HILL's cash and cash equivalents and short term investments are maintained in accounts held primarily in the U.S. with some accounts held by major banks and financial institutions located in Europe,

F-10

CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(1) Summary of business and significant accounting policies (Continued)

Canada and Asia. Concentrations of credit risk relative to trade receivables are limited due to our diverse client base, which includes the U.S. federal government, various states and municipalities and a variety of U.S. and foreign corporations operating in a broad range of industries and geographic areas.

        Contracts with the U.S. federal government and its prime contractors usually contain standard provisions for permitting the government to modify, curtail or terminate the contract for convenience of the government or such prime contractors if program requirements or budgetary constraints change. Upon such a termination, CH2M HILL is generally entitled to recover costs incurred, settlement expenses and profit on work completed prior to termination.

Recently Adopted Accounting Standards

        In June 2009, the FASB issued authoritative guidance on the FASB Accounting Standards Codification (ASC) and the hierarchy of generally accepted accounting principles, codified in ASC 105, Generally Accepted Accounting Standards. ASC 105 will become the single source of authoritative nongovernmental U.S. GAAP, superseding existing FASB, American Institute of Certified Public Accountants (AICPA), Emerging Issues Task Force (EITF), and related accounting literature. This standard reorganizes the U.S. GAAP pronouncements into accounting topics and displays them using a consistent structure. This guidance impacts our financial statements and related disclosures as all references to authoritative accounting literature reflect the newly adopted codification. CH2M HILL adopted ASC 105 on September 30, 2009.

        In December 2007, the FASB issued authoritative guidance on business combinations, which was codified in ASC 805, Business Combinations. This standard establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. ASC 805 also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. CH2M HILL adopted ASC 805 on January 1, 2009 and will impact how prospective business combinations are recorded.

        On January 1, 2009, CH2M HILL adopted ASC 810, Consolidations related to accounting for noncontrolling interests in consolidated financial statements. Noncontrolling interests are defined as the portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to a parent. ASC 810 establishes accounting and reporting standards for noncontrolling interests, the amount of consolidated net income attributable to the parent and to the noncontrolling interests, changes in a parent's ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. ASC 810 also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. CH2M HILL adopted the accounting provisions of ASC 810 on a prospective basis as of the beginning of our 2009 fiscal year. The presentation and disclosure requirements of ASC 810 were adopted on a retrospective basis, and resulted in a reclassification of $2.5 million of minority interests to noncontrolling interests at December 31, 2008.

        In May 2009, the FASB issued authoritative guidance on subsequent events, which was codified in ASC 855, Subsequent Events. ASC 855 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. CH2M HILL adopted ASC 855 on June 30, 2009.

        On December 30, 2008, the FASB issued authoritative guidance on disclosure requirements related to employees' postretirement benefit plan assets, which was codified in ASC 715, Compensation-

F-11

CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(1) Summary of business and significant accounting policies (Continued)

Retirement Benefit. The statement provides guidance on an employer's disclosures about plan assets of a defined benefit pension or other postretirement plan. ASC 715 requires employers to disclose more information about how investment allocation decisions are made, major categories of plan assets, and the fair value techniques and inputs used to measure plan assets.

Recently Issued Accounting Standards

        In June 2009, the FASB issued authoritative guidance revising the existing guidance on the consolidation and disclosures of variable interest entities which was codified in ASC 810. Specifically, it changes how a reporting entity determines when an entity that is insufficiently capitalized or is not controlled through voting rights (or similar) should be consolidated. The determination of whether a reporting entity is required to consolidate another entity is based on, among other things, the other entity's purpose and design and the reporting entity's ability to direct the activities of the other entity that most significantly impact the other entity's economic performance. The guidance requires additional disclosures about CH2M HILL's involvement with variable interest entities (VIEs) and continually assess any significant changes in risk exposure due to that involvement. ASC 810 is effective for CH2M HILL beginning January 1, 2010, and is in the process of evaluating the impacts of this statement.

(2) Accounts receivable, net

        Receivables are stated at net realizable values and consist of receivables billed to clients as well as receivables for which revenue has been earned but has not yet been billed. The U.S. federal government accounted for approximately 13% of CH2M HILL's net receivables at December 31, 2009 and 2008. No other customers exceeded 10% of total receivables at December 31, 2009 or 2008.

        The change in the allowance for uncollectible accounts consists of the following for the years ended December 31:

($ in thousands)		2009			2008			2007
Balance at beginning of year		$	4,183		$	6,963		$	8,317
	Provision charged to expense		11,115			2,172			1,952
	Accounts written off		(2,049	)		(4,344	)		(3,436	)
	Other		(59	)		(608	)		130
Balance at end of year		$	13,190		$	4,183		$	6,963

F-12

CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(3) Investments in affiliates

        CH2M HILL routinely enters into joint ventures to service the needs of its clients. Such arrangements are customary in the engineering and construction industry and generally are project specific and facilitate the completion of contracts that are jointly owned with CH2M HILL's joint venture partners. These joint ventures are formed to leverage the skills of the respective partners and include consulting, construction, design, project management and operations and maintenance contracts. CH2M HILL's risk of loss on joint ventures is similar to what the risk of loss would be if the project was self-performed, other than the fact that the risk is shared with CH2M HILL's partner.

        CH2M HILL's interests in certain joint ventures are considered VIE's. A VIE is an entity with one or more of the following characteristics, (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional financial support; (b) as a group, the holders of the equity investment at risk lack the ability to make certain decisions, or (c) the equity investors have voting rights that are not proportional to their economic interests. A VIE is required to be consolidated in the financial statements of the entity that is determined to be the primary beneficiary of the VIE. For VIE's where CH2M HILL is not the primary beneficiary and those entities which are unconsolidated voting interest entities, CH2M HILL accounts for its investments in affiliated unconsolidated companies primarily using the equity method of accounting.

        CH2M HILL has classified entities identified as VIE's into two groups, the first of which includes those entities that CH2M HILL has consolidated as CH2M HILL is considered the primary beneficiary, and the second group which includes those entities which CH2M HILL does not consolidate. As of December 31, 2009, the assets and liabilities of VIE's that were consolidated were $131.6 million and $90.2 million, respectively. As of December 31, 2009, the assets and liabilities of the identified VIE's that were not consolidated were $410.7 million and $289.1 million, respectively.

        As of December 31, 2009 and 2008, the investments in unconsolidated affiliates were $78.1 million and $37.3 million, respectively. CH2M HILL's proportionate share of net income or loss is included as equity in earnings of joint ventures and affiliated companies in the consolidated statements of income. In general, the equity investment in our joint ventures is equal to our current equity investment plus those entities' undistributed earnings. CH2M HILL provides certain services, including engineering, construction management and computer and telecommunications support, to these unconsolidated entities. Summarized financial information for CH2M HILL's unconsolidated affiliates as of and for the years ended December 31 is as follows:

($ in thousands)		2009		2008
FINANCIAL POSITION:
	Current assets	$	665,068	$	485,684
	Noncurrent assets		82,408		85,056
		$	747,476	$	570,740
	Current liabilities	$	480,668	$	413,177
	Noncurrent liabilities		31,711		50,255
	Owners' equity		235,097		107,308
		$	747,476	$	570,740

F-13

CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(3) Investments in affiliates (Continued)

($ in thousands)		2009		2008		2007
RESULTS OF OPERATIONS:
	Revenue	$	2,426,505	$	2,370,361	$	2,357,988
	Direct costs		2,250,752		2,273,332		2,209,273
	Gross margin		175,753		97,029		148,715
	General and administrative expenses		3,228		5,901		5,403
	Operating income		172,525		91,128		143,312
	Other income, net		479		2,790		2,654
	Net income	$	173,004	$	93,918	$	145,966

        CH2M HILL has the following significant investments in affiliated unconsolidated companies accounted for under the equity method of accounting:

		%Ownership
Domestic:
	AGVIQ—CH2M HILL Joint Venture I		49.0	%
	AGVIQ—CH2M HILL Joint Venture II		49.0	%
	AGVIQ—CH2M HILL Joint Venture III		49.0	%
	ATCS/CH2M HILL Joint Venture		50.0	%
	ATKINSON/CH2M HILL, Joint Venture		30.0	%
	CH2M HILL/URS Team, Joint Venture		50.0	%
	CH2M HILL/Western Summit Constructors Joint Venture		50.0	%
	CH2M—WG Idaho, LLC		50.5	%
	Clark-Nexsen/CH2M HILL—Norfolk		50.0	%
	Coastal Estuary Services		49.9	%
	Connecting Idaho Partners		49.0	%
	HEBL, Inc.		100.0	%
	IAP-Hill, LLC		25.0	%
	Kaiser-Hill Company, LLC		50.0	%
	Milwaukee Transportation Partners, LLC		50.0	%
	MW/CH2M HILL, Joint Venture		50.0	%
	Nana/VECO Joint Venture		50.0	%
	National Security Technologies, LLC		10.0	%
	OMI/Thames Water Stockton, Inc.		50.0	%
	Parsons CH2M HILL Program Management Consultants, Joint Venture		47.5	%
	Savannah River Remediation LLC		15.0	%
	Stockton D/B Joint Venture		50.0	%
	TIC/CH2M Culbertson Unit #1 Joint Venture		25.0	%
	TIC/LG Groton II Joint Venture		25.0	%
	Washington Closure, LLC		30.0	%

F-14

CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(3) Investments in affiliates (Continued)

		%Ownership
Foreign:
	CH2M HILL BECA, Ltd.		50.0	%
	CH2M HILL—Kunwon PMC		54.0	%
	CH2M HILL/Parsons, Joint Venture		50.0	%
	CH2M PB JV, Pte, Ltd.		50.0	%
	CHDE Water		50.0	%
	CHBM Water Joint Venture		50.0	%
	CLM Delivery Partner, Limited		37.5	%
	Coniisa		33.3	%
	CPG Consultants—CH2M HILL NIP Joint Venture		50.0	%
	ECC-VECO, LLC		50.0	%
	First Canadian Water Infrastructure		49.0	%
	Golden Crossing Constructors Joint Venture		33.3	%
	HWC Treatment Program Alliance Joint Venture		50.0	%
	JJ/CH2M HILL, a Joint Venture		40.0	%
	Luggage Point Alliance		50.0	%
	Maroochy Alliance Joint Venture		40.0	%
	OMI BECA, Ltd.		50.0	%
	SMNM/VECO Joint Venture.		50.0	%
	Transcend Partners, Ltd		40.0	%
	Water Purification Scheme Alliance Joint Venture		50.0	%

(4) Property, plant and equipment

        Property, plant and equipment consists of the following as of December 31:

($ in thousands)		2009			2008
Land		$	23,980		$	25,409
Building and land improvements			74,816			66,775
Furniture, fixtures and equipment			196,511			189,210
Leasehold improvements			65,023			44,387
			360,330			325,781
Less: Accumulated depreciation			(163,178	)		(111,744	)
	Net property, plant and equipment	$	197,152		$	214,037

        The depreciation expense reflected in the consolidated statements of income totaled $53.5 million in 2009, $55.2 million in 2008 and $24.2 million in 2007.

(5) Employee benefit plan assets

        CH2M HILL has investments that support deferred compensation arrangements and other employee benefit plans. These assets are recorded at fair market value using Level 2 inputs. As of

F-15

CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(5) Employee benefit plan assets (Continued)

December 31, 2009 and 2008, the fair market value of these assets was $36.2 million and $34.4 million, respectively.

(6) Acquisitions

        On September 7, 2007, CH2M HILL purchased all of the outstanding stock of VECO and substantially all of VECO's operating businesses as part of a strategic initiative to expand operations into the energy industry. The results of VECO have been included in the consolidated financial statements since that date and are included in the Energy operating segment. VECO's employees provide engineering, construction and field support services to the energy, resource and process industries in the U.S., Canada, Russia and the Middle East.

        In connection with the acquisition of VECO, the purchase agreement established a holdback contingency of $70.0 million for the potential future payment of known and unknown contingencies that may arise within three years after the date of acquisition. Any amounts not paid for contingencies are payable to the sellers of VECO in various installments through September 2010. Since the date of acquisition, CH2M HILL has made certain distributions to the sellers of VECO and paid expenses on their behalf which were deemed distributions of the holdback contingency. At December 31, 2009 and 2008, the outstanding balance payable under the holdback contingency was $49.1 million and $51.3 million, respectively.

        On February 29, 2008, CH2M HILL acquired Goldston Inc., a consulting engineering company providing marine, coastal, and municipal and transportation engineering services. The results of operations for this acquisition are reported in the Facilities and Infrastructure operating segment. The cost of the acquisition was $3.2 million.

(7) Sale of Operating Assets

        During the third quarter, CH2M HILL completed the sale of certain assets and liabilities of its Enterprise Management Solutions (EMS) business. The selling price was $86.6 million, net of amounts due for estimated working capital adjustments of $13.5 million. CH2M HILL recorded a pre-tax gain of $58.2 million during the three months ended September 30, 2009. As part of the EMS transaction, CH2M HILL and the purchasers entered into a preferred provider agreement whereby CH2M HILL guaranteed a certain volume of services to the purchasers over a five year period. To the extent CH2M HILL does not reach these volumes of services, it must compensate the purchasers. The results of operations for EMS prior to disposition were recorded in the Facilities and Infrastructure operating segment.

(8) Goodwill and intangible assets

        Goodwill and the tradename as of December 31 consist of the following:

($ in thousands)	2009		2008
Goodwill	$	130,354	$	134,840
Tradename		20,326		20,326
	$	150,680	$	155,166

F-16

CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(8) Goodwill and intangible assets (Continued)

        Goodwill and the tradename were reviewed for impairment during the year ended December 31, 2009. Management's review of the recoverability of goodwill and the tradename indicated that there was no impairment during the year. Goodwill in the amount of $4.5 million was attributed to the assets of EMS which was sold during 2009.

        Intangible assets with finite lives consist of the following:

($ in thousands)		Cost		Accumulated Amortization			Net finite-lived intangible assets
December 31, 2009
Contracted backlog		$	58,871	$	(56,946	)	$	1,925
Customer relationships			57,922		(18,926	)		38,996
Non-compete agreements and other			902		(874	)		28
	Total finite-lived intangible assets	$	117,695	$	(76,746	)	$	40,949
December 31, 2008
Contracted backlog			58,871		(38,038	)		20,833
Customer relationships			57,922		(10,651	)		47,271
Non-compete agreements and other			1,100		(711	)		389
	Total finite-lived intangible assets	$	117,893	$	(49,400	)	$	68,493

        All intangible assets are being amortized over their expected lives up to seven years. The amortization expense reflected in the consolidated statements of income totaled $27.4 million, $36.8 million and $11.0 million in the years ended December 31, 2009, 2008 and 2007, respectively. These intangible assets are expected to be fully amortized in 2014. At December 31, 2009, the future estimated amortization expense related to these intangible assets is (in thousands):

Year Ending:
2010	$	10,227
2011		8,275
2012		8,275
2013		8,275
2014		5,897
	$	40,949

(9) Fair value of financial instruments

        Cash and cash equivalents, receivables, unbilled revenue, accounts payable and billings in excess of revenue are carried at cost, which approximates fair value due to their short maturities. Fair values of equity investments and short-term investments (available-for-sale securities), where a readily determinable market value exists, have been estimated using Level 1 inputs and are equal to the carrying value. The fair value of long-term debt, including the current portion, is estimated based on Level 2 inputs.

F-17

CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(9) Fair value of financial instruments (Continued)

        The estimated fair values of CH2M HILL's financial instruments where carrying values do not approximate fair value as of December 31 are as follows:

		2009				2008
		Carrying Amount		Fair Value		Carrying Amount		Fair Value
($ in thousands)
	Mortgage notes payable	$	16,672	$	13,627	$	28,651	$	29,900
	Equipment financing		35,572		33,951		47,103		47,103
	Shareholder notes payable		95		61		121		84

(10) Line of credit and long-term debt

        CH2M HILL is party to a credit agreement which provides for a $500.0 million revolving credit facility (RLOC) which expires on August 31, 2012. The credit agreement includes an option to increase the initial borrowing capacity by up to an additional $250.0 million. While the credit agreement may be used for general corporate purposes and permitted acquisitions, it also provides that up to $250.0 million is available for the issuance of letters of credit to support various trade activities. At CH2M HILL's option, the credit agreement bears interest at a rate equal to either LIBOR plus 0.75% to 1.50%, or the lender's applicable base rate less a discount rate up to 0.25% based on CH2M HILL's ratio of funded debt to earnings before interest, taxes, depreciation and amortization. A commitment fee of approximately 0.10% to 0.25% per year on the unused portion of the line of credit is payable based on CH2M HILL's ratio of funded debt to earnings before interest, taxes, depreciation and amortization. As of December 31, 2009, CH2M HILL did not have any borrowings outstanding on the RLOC. At December 31, 2009, issued and outstanding letters of credit of $78.4 million were reserved against the borrowing base of the credit agreement, compared to $51.3 million at December 31, 2008.

        In the first quarter of 2008, CH2M HILL entered into two derivative financial transactions to reduce the effects of interest rate changes on cash flows due to changes in interest rates on its outstanding debt. These instruments were entered into to fix interest rate exposure on $50.0 million of the RLOC. CH2M HILL has not designated these derivative instruments as effective hedges, and therefore, interest expense related to periodic settlements on these interest rate swaps and the change in fair value of these swap agreements is recognized in interest income and other in the current period. These interest rate swaps mature in March 2010. The fair value of these derivative liabilities are approximately $0.3 million at December 31, 2009.

        The RLOC agreement contains financial and other covenants, as well as limitations on other indebtedness, liens, acquisitions, mergers and dispositions. The credit agreement also contains customary events of default, including a default of covenant, a material inaccuracy of representations or warranties, bankruptcy events, and a change in control. As of December 31, 2009, CH2M HILL was in compliance with the covenants required by the credit agreement.

F-18

CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(10) Line of credit and long-term debt (Continued)

        CH2M HILL's nonrecourse and other long-term debt, as of December 31 consist of the following:

($ in thousands)		2009		2008
Nonrecourse:
	Mortgage payable in monthly installments to July 2020, secured by real estate, rents and leases. The note bears interest at 5.35%	$	13,379	$	14,277
	Mortgage payable in monthly installments to December 2015, secured by real estate. The note bears interest at 6.59%		3,293		3,734
	Mortgage payable in monthly installments to April 2009, secured by investment securities. The note bears interest at 8.06%		—		10,640
			16,672		28,651
Other:
	Revolving credit facility		—		100,000
	Equipment financing, due in monthly installments to December 2014, secured by equipment. These notes bear interest ranging from 6.00% to 8.00%		35,572		47,103
	Shareholder notes payable		95		121
Total debt			52,339		175,875
Less current portion of debt			14,396		24,652
Total long-term portion of debt		$	37,943	$	151,223

        At December 31, 2009, future principal payments on long-term debt are as follows (in thousands):

Year Ending:
2010	$	14,396
2011		14,129
2012		10,488
2013		2,649
2014		2,048
Thereafter		8,629
	$	52,339

        In connection with the acquisition of VECO, CH2M HILL previously held U.S. Treasury securities as a contractual requirement for an outstanding nonrecourse mortgage. Because CH2M HILL had scheduled the maturity of these investments to meet debt service requirements of certain nonrecourse debt and had the ability and intent to hold these investments until maturity, these investments were classified as held-to-maturity and were included in prepaid and other assets. These investments matured in 2009 and the proceeds were utilized to repay the associated mortgage note.

F-19

CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(11) Operating lease obligations

        CH2M HILL has entered into certain noncancellable leases, which are being accounted for as operating leases. At December 31, 2009, future minimum lease payments are as follows (in thousands):

Year Ending:
2010	$	155,598
2011		128,698
2012		113,480
2013		97,295
2014		80,982
Thereafter		317,075
	$	893,128

        Rental expense charged to operations was $138.9 million, $121.2 million and $119.4 million during the years ended December 31, 2009, 2008 and 2007, respectively, including amortization of a deferred gain of $4.3 million in the years ended December 31, 2009 and 2008, and $1.4 million in the year ended December 31, 2007 related to the sale-leaseback of our corporate offices. Certain of CH2M HILL's operating leases contain provisions for a specific rent-free period. CH2M HILL accrues rental expense during the rent-free period based on total expected rent payments to be made over the life of the related lease.

(12) Income taxes

        Income before provision for income taxes for the years ended December 31 consists of the following:

($ in thousands)	2009	2008		2007
U.S. income	$143,190	$	55,891	$	72,463
Foreign income	6,972		3,662		5,258
Income before taxes	$150,162	$	59,553	$	77,721

        The provision for income taxes for the years ended December 31 consists of the following:

($ in thousands)				2009			2008			2007
Current income tax expense:
	Federal			$	49,035		$	38,715		$	29,967
	Foreign				14,138			(1,154	)		12,983
	State and local				12,653			14,725			12,438
		Total current income tax expense			75,826			52,286			55,388
Deferred income tax benefit:
	Federal				(23,291	)		(22,507	)		(36,819	)
	Foreign				(2,646	)		2,462			3,797
	State				(3,469	)		(4,744	)		(10,644	)
		Total deferred income tax benefit			(29,406	)		(24,789	)		(43,666	)
			Total income tax expense	$	46,420		$	27,497		$	11,722

F-20

CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(12) Income taxes (Continued)

        The reconciliations of income tax computed at the U.S. federal statutory tax rate to CH2M HILL's effective income tax rate for the years ended December 31 are as follows:

($ in thousands)		2009			2008			2007
Pretax income		$	150,162		$	59,553		$	77,721
Federal statutory rate			35	%		35	%		35	%
Expected tax expense			52,556			20,844			27,202
Reconciling items:
	State income taxes, net of federal benefit		7,763			5,620			2,064
	Nondeductible meals and entertainment		3,035			3,563			2,277
	Section 199—Domestic manufacturer deduction		(4,515	)		(2,737	)		(2,374	)
	Compensation		(6,114	)		1,483			(773	)
	Subsidiary earnings		(7,520	)		(6,610	)		(2,849	)
	Permanent expenses, exclusions and credits		(6,660	)		(2,743	)		4,551
	Foreign permanent expenses, taxes, credits and other		8,442			7,136			(1,164	)
	Tax settlements		—			—			(15,259	)
	Other		(567	)		941			(1,953	)
Provision for income taxes			46,420		$	27,497		$	11,722

        The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at December 31 are as follows:

($ in thousands)			2009			2008
Deferred tax assets:
	Net operating loss carryforwards		$	23,143		$	14,962
	Investments in affiliates			—			1,471
	Deferred gain, insurance and other			18,397			15,734
	Accrued employee benefits			176,586			165,253
	Total deferred tax assets			218,126			197,420
	Valuation allowance			(26,019	)		(22,700	)
	Net deferred tax assets			192,107			174,720
Deferred tax liabilities:
	Investments in affiliates			6,192			—
	Depreciation and amortization			28,513			42,148
	Net deferred tax liabilities			34,705			42,148
		Net deferred tax assets	$	157,402		$	132,572

        A valuation allowance is required to be established for those deferred tax assets where it is more likely than not that they will not be realized. The above valuation allowances relate primarily to operating loss carryforwards from foreign net operating losses of $77.4 million and $46.2 million for the years ended December 31, 2009 and 2008, respectively. Taxable income within the applicable foreign subsidiary must be reported in order for the deferred tax asset to be realized. The foreign net operating losses can be carried forward for varying terms depending on the foreign jurisdiction.

F-21

CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(12) Income taxes (Continued)

        Undistributed earnings of CH2M HILL's foreign subsidiaries amounted to approximately $57.7 million at December 31, 2009. These earnings are considered to be permanently reinvested. Accordingly, no provision for U.S. federal and state income taxes or foreign withholding taxes has been made. Upon distribution of those earnings, CH2M HILL would be subject to U.S. income taxes (subject to a reduction for foreign tax credits) and withholding taxes payable to the various foreign countries. Determination of the amount of unrecognized deferred U.S. income tax liability is not practicable; however, the potential foreign tax credit associated with the deferred income would be available to reduce the resulting U.S. tax liabilities.

        The tax benefit from share-based compensation awards for the years ended December 31, 2009 and 2008 was $6.4 million and $6.9 million, respectively. These amounts are reflected as additional paid-in capital in the consolidated statements of shareholders' equity and comprehensive income and are reported as financing activities in the 2009 and 2008 consolidated statements of cash flows.

        As of December 31, 2009 and 2008, CH2M HILL had $28.2 million and $25.4 million, respectively, recorded as a liability for uncertain tax positions. CH2M HILL recognizes interest and penalties related to uncertain tax positions in income tax expense. As of December 31, 2009 and 2008, CH2M HILL has approximately $4.5 million and $3.8 million, respectively, of accrued interest and penalties related to uncertain tax positions. A reconciliation of the remaining beginning and ending amount of uncertain tax positions as of December 31, 2009 is as follows (in thousands):

Balance at December 31, 2008	$	21,641
Additions for current year tax positions		6,900
Additions for prior year tax positions		1,026
Reductions for prior year tax positions		(236	)
Settlement with taxing authorities		(198	)
Reductions as a result of lapse of applicable statue of expirations		(5,381	)
Balance at December 31, 2009	$	23,752

        Included in the balance at December 31, 2009, are $23.3 million in uncertain tax positions that if recognized would affect the effective tax rate. It is also possible that the reserve could change within twelve months of the reporting date related to federal and state research and experimentation tax credits as a result of tax authority settlement and statute expiration. The estimated range of unrecognized change is zero to $1.5 million as of December 31, 2009. While our 2009 effective tax rate was favorably impacted by the recognition of additional research and experimentation tax credits for prior years, an additional liability for the uncertainty related to current year research and experimentation credits was also established.

        CH2M HILL files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, CH2M HILL is subject to examination by taxing authorities throughout the world, including such major jurisdictions as the U.S. and Canada. With few exceptions, CH2M HILL is no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities in major tax jurisdictions for years before 2002.

(13) Earnings per share

        Basic earnings per share (EPS) excludes the dilutive effect of common stock equivalents and is computed by dividing net income by the weighted-average number of shares outstanding during the

F-22

CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(13) Earnings per share (Continued)

period. Diluted EPS includes the dilutive effect of common stock equivalents, which consists of stock options, and is computed using the weighted-average number of shares and common stock equivalents outstanding during the period.

        Reconciliations of basic and diluted EPS for the years ended December 31 are as follows:

($ in thousands)		2009		2008		2007
Numerator:
	Net income	$	103,742	$	32,056	$	65,999
Denominator:
	Basic weighted-average shares outstanding		31,908		33,487		32,864
	Dilutive effect of common stock equivalents		691		889		644
	Diluted adjusted weighted-average shares outstanding, assuming conversion of common stock equivalents		32,599		34,376		33,508
Basic net income per share		$	3.25	$	0.96	$	2.01
Diluted net income per share		$	3.18	$	0.93	$	1.97

(14) Employee benefit plans

Deferred Compensation Plans

        Effective January 1, 2009, CH2M HILL amended and restated the CH2M HILL Companies, Ltd. Deferred Compensation Retirement Plan (DCRP) to form the CH2M HILL Supplemental Executive Retirement and Retention Plan (SERP). The Plan is intended to be unfunded and maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of Title I of the Employee Retirement Income Security Act (ERISA). Under this plan, each participant's account consists of various contributions made to the account by CH2M HILL on behalf of the participant. CH2M HILL selects the investment vehicles available under the plan. Compensation expense was $0.1 million for the year ended December 31, 2009. For the years ended December 31, 2008 and 2007, compensation expense for the DCRP was $0.1 million.

        In addition to the SERP, CH2M HILL has two nonqualified deferred compensation plans that provide benefits payable to officers and certain highly compensated employees at specified future dates, upon retirement, or death. Under one plan, a participant could elect to defer base compensation and incentive compensation, in cash or common stock. Under the other plan, a participant, whose 401(k) Plan contributions are limited by the ERISA, could elect to defer additional base compensation to which CH2M HILL may make a matching contribution. It is also used by CH2M HILL to provide additional retirement benefits for certain of its senior executives at levels to be determined from time-to-time by the Board of Directors.

        These deferred compensation plans are unfunded; therefore, benefits are paid from the general assets of CH2M HILL. The participant's cash deferrals earn a return based on the participant's investment in several hypothetical investment options. Each hypothetical investment option is based on an investment fund that is similar to the 401(k) Plan. All deferrals of common stock must remain invested in common stock and are distributed in common stock.

F-23

CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(14) Employee benefit plans (Continued)

        Compensation expense for the two nonqualified plans was $8.4 million for the year ended December 31, 2009. During 2008, the return on the plan assets exceeded the liability due to plan participants by $14.3 million and thus compensation expense was decreased by this amount. Compensation expense was $4.3 million for the years ended December 31, 2007.

Stock Option Plans

        Effective January 1, 2009, the Board of Directors and shareholders approved the CH2M HILL Companies, Ltd. 2009 Stock Option Plan (2009 Stock Option Plan). The 2009 Stock Option plan reserves 3,000,000 shares of CH2M HILL common stock for issuance upon exercise of stock options granted under the plan. All options outstanding under the previous plans (1999 and 2004 Stock Option Plans) to the extent cancelled, expire or for any other reason cease to be exercisable, shall roll into the 2009 Stock Option Plan and can become available in addition to the 3,000,000 options reserved.

        Stock options are granted at an exercise price equal to the fair market value of CH2M HILL's common stock at the date of grant. Stock options granted generally become exercisable 25%, 25% and 50% after one, two and three years, respectively, and have a term of five years from date of grant. The following table summarizes the activity relating to the 2009 Stock Option Plan and the 1999 and 2004 Stock Option Plans during 2009:

Stock Options:	Number of Shares			Weighted Average Exercise Price
Outstanding at December 31, 2008		3,939,294		$	21.21
Granted		661,091		$	34.90
Exercised		(913,893	)	$	15.84
Forfeited		(155,524	)	$	25.45
Expired		(52,203	)	$	16.25
Outstanding at December 31, 2009		3,478,765		$	25.09
Exercisable at December 31, 2009		1,614,879		$	19.91
Available for future grants		2,502,827

        The weighted-average remaining contractual term for all options outstanding at December 31, 2009 and 2008 was 2.7 years, and the aggregate intrinsic value was $55.0 million and $38.1 million, respectively. The weighted-average remaining contractual term for options vested and exercisable at December 31, 2009 and 2008 was 1.7 years, and the aggregate intrinsic value was $33.9 million and $23.7 million, respectively. The remaining unrecognized compensation expense related to nonvested awards as of December 31, 2009 is $6.0 million. CH2M HILL expects to recognize this compensation expense over the weighted average remaining recognition period of 1.5 years, subject to forfeitures that may occur during that period.

        CH2M HILL received $3.9 million, $3.5 million and $2.9 million from options exercised during the years ended December 31, 2009, 2008 and 2007, respectively. CH2M HILL's stock option plans also allow participants to satisfy the exercise price by tendering shares of company stock that have been owned by the participants for at least six months. The intrinsic value associated with exercises was $11.8 million, $13.1 million and $8.7 million during the years ended December 31, 2009, 2008 and 2007, respectively.

        CH2M HILL measures the fair value of each stock option grant at the date of grant using a Black-Scholes option pricing model. The weighted-average grant date fair value of options granted during the

F-24

CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(14) Employee benefit plans (Continued)

years ended December 31, 2009 and 2008 was $5.58 and $5.90, respectively. The following assumptions were used in determining the fair value of options granted during 2009 and 2008:

	2009		2008
Risk-free interest rate		1.86%		2.97%
Expected dividend yield		0.00%		0.00%
Expected option life		4.23 Years		4.25 Years
Expected stock price volatility		15.11%		15.82%

        CH2M HILL estimates the expected term of options granted based on historical experience of employee exercise behavior. CH2M HILL estimates the volatility of its common stock by using the weighted-average of historical volatility over the same period as option term. CH2M HILL uses the Treasury Yield Curve rates for the risk-free interest rate in the option valuation model with maturities similar to the expected term of the options. CH2M HILL does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero in the option valuation model. CH2M HILL is required to estimate forfeitures at the time of grant and revise those estimates in subsequent periods if actual forfeitures differ from those estimates. CH2M HILL uses historical data to estimate pre-vesting option forfeitures and records stock-based compensation expense only for those awards that are expected to vest. All stock-based payment awards are amortized on a straight-line basis over the requisite service periods of the awards.

        The total compensation expense recognized for stock options granted for the years ended December 31, 2009, 2008 and 2007 was $4.7 million, $4.1 million and $2.2 million, respectively.

Payroll Deduction Stock Purchase Plan

        In November 1999, CH2M HILL established the Payroll Deduction Stock Purchase Plan (PDSPP) which provides for the purchase of common stock at 90% of the market value as of the date of purchase through payroll deductions by participating employees. Eligible employees may purchase common stock totaling up to 15% of an employee's compensation through payroll deductions. An employee cannot purchase more than $25,000 of common stock under the PDSPP in any calendar year. The PDSPP is intended to qualify under Section 423 of the Internal Revenue Code (IRC). The PDSPP is not intended to qualify under Section 401(a) of the IRC and is not subject to ERISA. Our PDSPP is non-compensatory since the plan is available to all shareholders and incorporates no option features such as a look-back period. Accordingly, no compensation expense is recognized in the financial statements for the PDSPP. During the years ended December 31, 2009, 2008 and 2007, a total of 688,776 shares, 784,125 shares and 667,407 shares, respectively, were issued under the PDSPP, for total proceeds of $21.5 million, $21.7 million and $13.5 million, respectively.

Phantom Stock Plan

        In January 2000, CH2M HILL established the Phantom Stock Plan, which provides eligible individuals with added incentives to continue in the long-term service of CH2M HILL. Eligible individuals are generally individuals who are not residents of the U.S. Phantom stock grants are 100% vested on the grant date and may be redeemed after six months from the grant date. The value of phantom stock is equal to the market value of CH2M HILL's common stock. All amounts granted under the Phantom Stock Plan are payable in cash only and are generally granted in connection with the short and long term incentive plans. Compensation expense under this plan is based on the value of the units on the date of grant.

F-25

CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(14) Employee benefit plans (Continued)

        During the years ended December 31, 2009, 2008 and 2007, a total of 1,504, 2,050 and 3,619 phantom stock units, respectively, were granted under the Phantom Stock Plan. The fair values of the units granted under the Phantom Stock Plan during 2009, 2008 and 2007 were $31.10, $30.32 and $19.63, respectively. Compensation expense related to the Phantom Stock Plan during 2009, 2008 and 2007 was $0.4 million, $0.3 million, and $0.8 million, respectively.

        The following table summarizes the activity relating to the Phantom Stock Plan during 2009:

	Number of Units
Balance at December 31, 2008		60,969
Granted		1,504
Exercised		(29,558	)
Cancelled		(406	)
Balance at December 31, 2009		32,509

Stock Appreciation Rights Plan

        In February 1999, CH2M HILL established the Stock Appreciation Rights (SARs) Plan. Eligible individuals are generally individuals who are not residents of the U.S. SARs are granted at an exercise price equal to the market value of CH2M HILL's common stock and generally become exercisable 25%, 25% and 50% after one, two and three years, respectively, and have a term of five years from the date of the grant. All amounts granted under the SARs Plan are payable in cash only. Compensation expense under this plan is based on the vesting provisions and the market value of CH2M HILL's common stock.

        Compensation expense related to the SARs Plan amounted to $0.4 million, $0.4 million and $1.3 million for the years ended December 31, 2009, 2008 and 2007, respectively.

        The following table summarizes the activity relating to the SARs Plan during 2009:

	Number of Rights			Weighted Average Exercise Price
Balance at December 31, 2008		80,353		$	17.25
Granted		4,880		$	35.72
Exercised		(42,448	)	$	13.78
Cancelled		(3,455	)	$	23.56
Balance at December 31, 2009		39,330		$	22.71

Incentive Plans

        In January 2000, CH2M HILL established the Short Term Incentive Plan (STIP) to aid in the motivation, recruitment, retention and reward of employees. Management determines which employees, directors, and eligible consultants participate in the STIP. During the years ended December 31, 2009, 2008 and 2007, a total of 432,093 shares, 604,333 shares and 634,680 shares, respectively, were issued under the STIP. The fair values of the shares issued under the STIP was $31.10, $30.32 and $19.63, for the years ended December 31, 2009, 2008, and 2007, respectively. Compensation expense related to

F-26

CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(14) Employee benefit plans (Continued)

common stock awards under the STIP amounted to $14.4 million, $11.2 million and $18.8 million for the years ended December 31, 2009, 2008 and 2007, respectively.

        In January 1999, CH2M HILL established the Long Term Incentive Plan (LTIP) to reward certain executives, project managers, and technologists for the creation of value in the organization through the achievement of specific long-term (3 year) goals of earnings growth and strategic initiatives. The Board of Directors of CH2M HILL determines which employees are eligible to participate in the LTIP in any program year and a new plan is established each year. During the years ended December 31, 2009, 2008 and 2007, a total of 323,474 shares, 262,837 shares and 364,825 shares, respectively, were issued under the LTIP at a fair value of $31.10, $30.32 and $19.63 per share, respectively. Compensation expense related to common stock awards under the LTIP amounted to $13.3 million, $11.8 million and $11.1 million for the years ended December 31, 2009, 2008 and 2007, respectively.

Restricted Stock Plan

        In January 2000, CH2M HILL established the Restricted Stock Plan which provides eligible individuals with added incentives to continue in the long-term service of CH2M HILL. The awards are made for no consideration and vest over various periods, but are considered outstanding at the time of grant. During the years ended December 31, 2009, 2008 and 2007, a total of 111,246 shares, 70,405 shares and 263,942 shares, respectively, were granted under the Restricted Stock Plan.

        CH2M HILL recognizes compensation costs, net of estimated forfeitures, over the vesting term based on the fair value of the restricted stock at the date of grant. The amount of compensation expense recognized under the Restricted Stock Plan was $2.9 million, $3.8 million and $3.0 million for the years ended December 31, 2009, 2008 and 2007, respectively. In determining the amount of compensation expense, CH2M HILL has estimated that forfeitures of restricted stock shares will be less than 10% of total restricted stock shares outstanding based upon prior experience. As of December 31, 2009, there was $4.2 million of unrecognized compensation costs related to non-vested restricted stock grants. The cost is expected to be recognized over a weighted average period of 2.86 years.

        The following table summarizes the activity relating to the Restricted Stock Plan during 2009:

	Non-vested Shares			Weighted Average Grant Date Fair Value
Balance at December 31, 2008		537,781		$	21.16
Granted		111,246		$	33.76
Vested		(133,275	)	$	20.98
Cancelled and expired		(55,547	)	$	20.85
Balance at December 31, 2009		460,205		$	24.29

        The weighted-average fair values of the shares granted under the Restricted Stock Plan during 2009, 2008 and 2007 were $33.76, $30.71 and $22.72, respectively.

(15) Employee retirement plans

Retirement and Tax-Deferred Savings Plan

        The Retirement and Tax-Deferred Savings Plan (401(k) Plan) is a profit sharing plan that includes a cash or deferred arrangement that is intended to qualify under Sections 401(a) and 401(k) of the

F-27

CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(15) Employee retirement plans (Continued)

Internal Revenue Code. Employees are eligible to participate in the 401(k) Plan on the first date of hire with respect to employee contributions and matching contributions. Each eligible employee begins to participate in the 401(k) Plan with respect to defined contributions as of the first day of the first month that begins on or after the eligible employee completes a twelve-month period of service during which the employee is credited with at least 1,000 hours of service.

        The 401(k) Plan allows for matching contributions to be made in both cash and stock. Matching contributions may be made in an amount that is based on a percentage of the employee's contributions for the calendar quarter up to 4% of the employee's base compensation. Participants of the 401(k) Plan are, at all times, 100% vested in the employee contribution account. Employer contributions allocated to a participant's account generally vest over six years of completed service. Expenses related to matching contributions for the 401(k) Plan for 2009, 2008 and 2007 were $25.4 million, $25.9 million and $22.6 million, respectively. In addition, expenses related to defined contributions made in common stock for the 401(k) Plan for 2009, 2008 and 2007 were $12.7 million, $14.9 million and $12.1 million, respectively.

Pension and Other Postretirement Benefits

        CH2M HILL has three noncontributory defined benefit pension plans. Plan benefits in two of the plans were frozen while one plan remains active. Benefits are based on years of service and compensation during the span of employment.

F-28

CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(15) Employee retirement plans (Continued)

        CH2M HILL sponsors a medical benefit plan for retired employees of certain subsidiaries. The plan is contributory, and retiree premiums are based on years of service at retirement. The benefits contain limitations and a cap on future cost increases. CH2M HILL funds postretirement medical benefits on a pay-as-you-go basis. Effective December 31, 2009, the plan was modified impacting the eligibility criteria, the cost, and the events of termination regarding the retiree medical coverage.

        CH2M HILL is required to (i) recognize the funded status of the defined benefit pension and other postretirement plans on the consolidated balance sheet, (ii) recognize as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic benefit cost and (iii) measure defined benefit plan assets and obligations as of the date of the statement of financial position. In 2008, CH2M HILL changed its measurement date from October 31 to December 31. The impact of the change in the measurement date was not significant and proportionately allocated to current period benefit cost and accumulated other comprehensive loss.

        CH2M HILL expects to make contributions of $8.1 million to the pension plans in 2010. The pension, non-qualified pension and post-retirement healthcare benefit payments, including expected future services, are expected to be paid from plan assets and operating cash flow as follows:

($ in thousands)	Pension Plans		Non-Qualified Pension Plans		Post-Retirement Benefit Plans
2010	$	6,988	$	90	$	1,235
2011		7,497		86		1,391
2012		8,393		81		1,594
2013		9,197		76		1,786
2014		10,049		71		2,003
2015-2019		64,272		283		13,323
	$	106,396	$	687	$	21,332

Benefit Expense

        The measurement dates used to determine pension, non-qualified pension and other post-retirement benefits for the plans are December 31, 2009 and 2008, and October 31 for 2007. The actuarial assumptions used to compute the net pension benefit expense, non-qualified pension benefit

F-29

CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(15) Employee retirement plans (Continued)

expense and post-retirement benefit expense are based upon information available as of the beginning of the year, as presented in the following table.

		Pension Plans									Non-Qualified Pension Plans									Post-Retirement Benefit Plans
		2009			2008			2007			2009			2008			2007			2009			2008			2007
Actuarial assumptions at beginning of year:
	Discount rate		6.25	%		6.25	%		5.80	%		6.25	%		6.25	%		5.80	%		6.25	%		6.25	%		5.80	%
	Rate of compensation increase		4.00	%		4.00	%		4.00	%		na			na			na			na			na			na
	Expected long-term rate of return on plan assets		8.00	%		8.00	%		8.00	%		na			na			na			na			na			na
	Initial healthcare costs trend rate		na			na			na			na			na			na			5.99	%		6.51	%		6.51	%
	Ultimate healthcare cost trend rate		na			na			na			na			na			na			4.50	%		4.50	%		4.50	%
	Year ultimate trend rate is reached		na			na			na			na			na			na			2011			2011			2011

na—not applicable

        The components of the pension benefit expense, non-qualified pension benefit expense and post-retirement benefit expense for the years ended December 31 are detailed below:

	Pension Plans									Non-Qualified Pension Plans						Post-Retirement Benefit Plans
($ in thousands)	2009			2008			2007			2009		2008		2007		2009			2008		2007
Service costs	$	4,691		$	4,229		$	4,267			—	$	168	$	275	$	3,327		$	3,510	$	2,988
Interest costs		9,870			9,213			8,649			38		324		325		2,181			2,655		2,005
Expected return on plan assets		(8,262	)		(11,550	)		(9,866	)		—		—		—		—			—		—
Amortization of transition (asset)/obligation		—			(2	)		(9	)		—		—		—		349			349		299
Amortization of prior service costs		87			87			87			—		297		297		387			394		541
Recognized gain due to curtailments		—			—			—			—		—		—		(1,052	)		—		—
Recognized net actuarial loss (gain)		4,382			91			1,674			3		6		100		(1	)		203		209
Net expense included in current income	$	10,768		$	2,068		$	4,802		$	41	$	795	$	997	$	5,191		$	7,111	$	6,042

        The gain recognized in 2009 due to the curtailment in the post-retirement benefit plans represent a decrease in the accrued benefit obligation of $2,771, accelerated recognition of previously unrecognized loss of $188, and accelerated recognition of previously unrecognized prior service cost of $1,531.

F-30

CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(15) Employee retirement plans (Continued)

Benefit Obligations

        The actuarial assumptions used to compute the benefit obligations for the plans which are based upon information available as of December 31 are:

		Pension Plans						Non-Qualified Pension Plans						Post-Retirement Benefit Plans
		2009			2008			2009			2008			2009			2008
Actuarial assumptions at end of year:
	Discount rate		5.90	%		6.25	%		5.90	%		6.25	%		5.90	%		6.25	%
	Rate of compensation increase		4.00	%		4.00	%		na			na			na			na
	Initial healthcare cost trend rate		na			na			na			na			5.99	%		6.51	%
	Ultimate healthcare cost trend rate		na			na			na			na			4.50	%		4.50	%
	Year ultimate trend rate is reached		na			na			na			na			2011			2011

na—not applicable

        The discount rate assumptions are set annually based on several factors such as: a) the prevailing market rates for high-quality, fixed-income debt instruments that, if the obligation was settled at the measurement date, would provide the necessary future cash flows to pay the benefit obligation when due and b) the duration of the plan liabilities as compared to the Citigroup pension discount curve.

        The following table summarizes the change in benefit obligation for the pension, non-qualified pension and post-retirement benefit plans and change in plan assets for the pension plans for the years ended December 31:

		Pension Plans						Non-Qualified Pension Plans						Post-Retirement Benefit Plans
($ in thousands)		2009			2008			2009			2008			2009			2008
Benefit obligation accrued at beginning of year		$	161,072		$	150,263		$	655		$	5,305		$	41,901		$	36,838
	Service cost		4,691			4,229			—			168			3,327			3,514
	Interest cost		9,870			9,213			38			330			2,181			2,658
	Plan contributions		—			—			—			—			2,452			2,527
	Actuarial loss (gain)		14,984			3,788			49			1,564			(3,226	)		273
	Curtailments		—			—			—			—			(2,771	)		—
	Benefits paid		(5,901	)		(6,421	)		(91	)		(953	)		(3,583	)		(3,909	)
Benefit obligation at end of year		$	184,716		$	161,072		$	651		$	6,414		$	40,281		$	41,901
Fair value of plan assets at beginning of year		$	105,457		$	146,395			—			—			—			—
	Actual gain (loss) on plan assets		21,617			(37,329	)		—			—			—			—
	Employer & employee contributions		1,415			2,812			—			—			—			—
	Benefits paid		(5,901	)		(6,421	)		—			—			—			—
Fair value of plan assets at end of year		$	122,588		$	105,457			—			—			—			—

F-31

CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(15) Employee retirement plans (Continued)

        The weighted-average asset allocations for the benefit plans as of December 31, 2009 and 2008 by asset category are as follows:

		Pension Plans
		2009			2008
Equity			52	%		49	%
Debt			47	%		50	%
Real estate			0	%		0	%
Other			1	%		1	%
	Total		100	%		100	%

        The investment philosophy for the pension plans is based on a balanced asset approach allocated primarily between equity securities and debt securities. At December 31, 2009, the equity security holdings were distributed in large and small cap index funds and an international fund. The debt securities consist of two fixed income funds. CH2M HILL uses long-term historical actual return experience with consideration of the expected investment mix of the plans' assets, as well as future estimates of long-term investment returns to develop its expected rate of return assumption used in calculating the net periodic pension cost.

        The following table summarizes the effect of a 1% change in the health care cost trend rate (HCCTR) on the postretirement obligation and costs:

($ in thousands)		2009			2008
Effect of 1% increase in HCCTR as of December 31 on:
	Postretirement benefit obligation	$	111		$	580
	Total of service and interest cost components		30			112
Effect of 1% decrease in HCCTR for the year ended December 31 on:
	Postretirement benefit obligation		(155	)		(378	)
	Total of service and interest cost components		(45	)		(85	)

F-32

CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(15) Employee retirement plans (Continued)

Funded Status

        The following table presents the funded status of the pension, non-qualified pension and post-retirement benefit plans at December 31, 2009:

($ in thousands)			Pension Plans			Non-Qualified Pension Plans			Post-Retirement Benefit Plans
Projected benefit obligation			$	184,716		$	651		$	—
Accumulated benefit obligation				—			—			40,281
Fair value of plan assets				122,588			—			—
Underfunded status			$	(62,128	)	$	(651	)	$	(40,281	)
Amounts recognized in accumulated other comprehensive income consist of:
	Net actuarial loss		$	60,571		$	140		$	3,552
	Net prior service cost			256			—			992
	Transition obligation			—			—			798
		Total	$	60,827		$	140		$	5,342
Amounts to be recognized in 2010 as a component of net periodic cost:
	Net actuarial loss		$	4,058		$	9		$	(3	)
	Transition obligation			—			—			349
	Net prior service cost			92			—			350
		Total	$	4,150		$	9		$	696

F-33

CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(15) Employee retirement plans (Continued)

        The following table presents the funded status of the pension, non-qualified pension and post-retirement benefit plans at December 31, 2008:

($ in thousands)			Pension Plans			Non-Qualified Pension Plans			Post-Retirement Benefit Plans
Projected benefit obligation			$	161,072		$	6,414		$	—
Accumulated benefit obligation				—			—			41,901
Fair value of plan assets				105,457			—			—
Underfunded status			$	(55,615	)	$	(6,414	)	$	(41,901	)
Amounts recognized in accumulated other comprehensive income consist of:
	Net actuarial loss		$	63,324		$	1,678		$	6,586
	Net prior service cost			343			712			3,289
	Transition obligation			—			—			1,147
		Total	$	63,667		$	2,390		$	11,022
Amounts to be recognized in 2009 as a component of net periodic cost:
	Net actuarial loss		$	4,382		$	171		$	185
	Transition obligation			—			—			299
	Net prior service cost			87			297			336
		Total	$	4,469		$	468		$	820

Benefit Plan Assets

        CH2M HILL utilizes various investment securities, including U.S. government securities, corporate debt instruments and mutual funds. Investment securities, in general, are exposed to various risks, such as interest rate risk, credit risk, and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and such changes could materially affect the funded status of the plans.

        Additionally, certain mutual funds invest in the securities of foreign companies, which involve special risks and considerations not typically associated with investing in U.S. companies. These risks include devaluation of currencies, less reliable information about issuers, different securities transaction clearance and settlement practices, and possible adverse political and economic developments. Moreover, securities of many foreign companies and their markets may be less liquid and their prices more volatile than those of securities of comparable U.S. companies.

        Plan contributions are made and the actuarial present value of accumulated plan benefits are reported based on certain assumptions pertaining to interest rates, inflation rates, and employee demographics, all of which are subject to change. Due to uncertainties inherent in the estimations and assumptions process, it is at least reasonably possible that changes in these estimates and assumptions in the near term could be material to the amounts reported.

F-34

CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(15) Employee retirement plans (Continued)

        Plan assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The following table sets forth, by level, within the fair value hierarchy a summary of the pension plans' investments measured at fair value on a recurring basis at December 31, 2009.

	Investment Assets at Fair Value as of December 31, 2009
(in thousands)	Level 1		Level 2		Level 3		Total
Common/collective trust & wrap contracts	$	—	$	42,178	$	—	$	42,178
Mutual funds		80,410		—		—		80,410
Total investment assets at fair value	$	80,410	$	42,178	$	—	$	122,588

(16) Segment information

        CH2M HILL provides services to clients through three operating segments: Government, Environment and Nuclear, Facilities and Infrastructure, and Energy. The structure is intended to provide for better decision making on an enterprise-wide basis. Our Government, Environmental and Nuclear segment generally provides a comprehensive range of services to U.S. Federal government as well as services to international governments and industry. Our Facilities and Infrastructure segment generally provides a comprehensive range of services to various industry segments, and state, local and provincial governments. Our Energy segment generally provides a comprehensive range of services to private sector clients.

        CH2M HILL evaluates performance based on several factors, of which the primary financial measure is operating income. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. CH2M HILL uses operating income as its measurement of segment profit. Unallocated corporate expenses are included in "other" in the table below.

        Certain financial information for each segment is provided below (in thousands):

2009	Government, Environment and Nuclear		Facilities and Infrastructure		Energy		Other			Financial Statement Balances
Revenue from external customers	$	1,939,188	$	1,947,359	$	1,612,771	$	—		$	5,499,318
Equity in earnings of joint ventures and affiliated companies		44,781		18,557		2,201		—			65,539
Depreciation and amortization		5,684		9,875		65,330		—			80,889
Operating income (loss)		135,960		71,010		14,589		(47,028	)		174,531
Segment assets		804,885		791,915		351,222		—			1,948,022

F-35

CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(16) Segment information (Continued)

2008	Government, Environment and Nuclear		Facilities and Infrastructure			Energy		Other			Financial Statement Balances
Revenue from external customers	$	1,668,865	$	1,986,615		$	1,934,426	$	—		$	5,589,906
Equity in earnings of joint ventures and affiliated companies		41,323		(12,136	)		5,045		—			34,232
Depreciation and amortization		5,685		8,791			77,546		—			92,022
Operating income (loss)		80,596		31,953			50,866		(74,240	)		89,175
Segment assets		759,310		797,145			415,386		—			1,971,841

2007	Government, Environment and Nuclear		Facilities and Infrastructure		Energy		Other			Financial Statement Balances
Revenue from external customers	$	1,394,287	$	2,071,549	$	910,402	$	—		$	4,376,238
Equity in earnings of joint ventures and affiliated companies		29,972		13,136		1,076		—			44,184
Depreciation and amortization		4,210		6,856		24,053		—			35,119
Operating income (loss)		60,184		50,163		8,905		(42,031	)		77,221
Segment assets		632,048		802,968		474,930		—			1,909,946

        During 2009, revenue in the GEN segment increased substantially due to higher volume of work supporting Hurricane Ike recovery. The increase in revenue for the year ended December 31, 2008 compared to the year ended December 31, 2007 was primarily due to an increase in work performed by our environmental service business and our government facilities and infrastructure business. The equity in earnings in our GEN segment has increased year over year due to favorable results related to the London 2012 Olympic Delivery Authority Project. During 2008, a significant loss was recognized in the Facilities and Infrastructure operating segment on a transportation project held within one of our joint ventures. In September and October of 2007, CH2M HILL acquired VECO and Trigon, respectively, and as a result, revenue and depreciation and amortization reported by the Energy segment increased substantially in 2008. Revenue in the Energy segment decreased for the year ended December 31, 2009 compared to the same period in the prior year due to a slow down in economic activity and a decrease in oil and gas prices.

        CH2M HILL derived approximately 35%, 26% and 28% of its total revenues from contracts with the U.S. federal government in 2009, 2008 and 2007, respectively.

        Although CH2M HILL provides services in numerous countries, no single country outside of the U.S. accounted for a significant portion of the total consolidated revenue. Total U.S. and international revenue for the years ended December 31 were as follows:

($ in thousands)		2009		2008		2007
U.S.		$	4,525,613	$	4,584,498	$	3,718,489
International			973,705		1,005,408		657,749
	Total	$	5,499,318	$	5,589,906	$	4,376,238

F-36

CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(17) Commitments and contingencies

        CH2M HILL maintains a variety of commercial commitments that are generally made available to provide support for various provisions in its engineering and construction contracts. Letters of credit are provided to clients in the ordinary course of the contracting business in lieu of retention or for performance and completion guarantees on engineering and construction contracts. CH2M HILL also posts surety bonds, which are contractual agreements issued by a surety, for the purpose of guaranteeing our performance on contracts. Bid bonds are also issued by a surety to protect owners and are subject to full or partial forfeiture for failure to perform obligations arising from a successful bid.

        Commercial commitments outstanding as of December 31, 2009 are summarized below:

		Amount of Commitment Expiration Per Period
($ in thousands)		Less than 1 Year		1-3 Years		4-5 Years		Over 5 Years		Total Amount Committed
Letters of credit		$	58,314	$	20,114	$	—	$	—	$	78,428
Surety and bid bonds			1,071,760		367,214		—		—	$	1,438,974
	Total	$	1,130,074	$	387,328	$	—	$	—	$	1,517,402

        CH2M HILL is party to various contractual guarantees and legal actions arising in the normal course of business. Because a large portion of CH2M HILL's business comes from federal, state and municipal sources, CH2M HILL's procurement practices at times are also subject to review and occasional investigations by U.S. and state attorneys offices. Such state and U.S. government investigations, whether relating to government contracts or conducted for other reasons, could result in administrative, civil or criminal liabilities, including repayments, fines or penalties or could lead to suspension or debarment from future U.S. government contracting. These investigations often take years to complete and many result in no adverse action. Damages assessed in connection with and the cost of defending any such actions could be substantial. While the outcomes of pending proceedings are often difficult to predict, CH2M HILL's management estimates that the levels of insurance coverage (after retentions and deductibles) are generally adequate to cover CH2M HILL's liabilities, if any, with regard to such claims. Any amounts that are probable of payment including legal fees incurred to defend, by CH2M HILL are accrued when such amounts are estimable.

F-37

CH2M HILL COMPANIES, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

(18) Quarterly financial information (unaudited)

        CH2M HILL's quarterly financial information for the years ended December 31, 2009 and 2008 is as follows:

(In thousands except per share amounts)		First Quarter		Second Quarter		Third Quarter		Fourth Quarter		For the Year Ended
2009
Revenue		$	1,334,083	$	1,373,594	$	1,441,281	$	1,350,360	$	5,499,318
Operating income			21,339		31,311		82,098		39,783		174,531
Net income attributable to CH2M HILL			8,329		15,585		58,267		21,561		103,742
Net income per common share
	Basic	$	0.26	$	0.49	$	1.82	$	0.68	$	3.25
	Diluted	$	0.26	$	0.48	$	1.78	$	0.66	$	3.18
2008
Revenue		$	1,254,653	$	1,339,640	$	1,446,979	$	1,548,634	$	5,589,906
Operating income			12,721		14,491		24,342		37,621		89,175
Net income			5,832		2,925		9,910		13,389		32,056
Net income per common share
	Basic	$	0.17	$	0.09	$	0.29	$	0.40	$	0.96
	Diluted	$	0.17	$	0.08	$	0.29	$	0.40	$	0.93

F-38

Signatures

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Englewood, Douglas County, State of Colorado, on February 25, 2010.

CH2M HILL COMPANIES, LTD.
By:	/s/ M. CATHERINE SANTEE M. Catherine Santee Chief Financial Officer

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates stated, through their attorney-in-fact as appointed in the power of attorney of February 13, 2010 included as Exhibit 24.1 filed herewith.

Signature	Title	Date
/s/ LEE A. MCINTIRE Lee A. McIntire	Chief Executive Officer (Principal Executive Officer)	February 25, 2010
/s/ M. CATHERINE SANTEE M. Catherine Santee	Chief Financial Officer (Principal Financial Officer)	February 25, 2010
/s/ JOANN SHEA JoAnn Shea	Chief Accounting Officer (Principal Accounting Officer)	February 25, 2010
* Robert W. Bailey	Director	February 25, 2010
* Robert G. Card	Director	February 25, 2010
* William T. Dehn	Director	February 25, 2010
* Jerry D. Geist	Director	February 25, 2010
* Garry M. Higdem	Director	February 25, 2010
* Chad O. Holliday	Director	February 25, 2010
* David B. Price	Director	February 25, 2010
* Jacqueline C. Rast	Director	February 25, 2010
* Michael A. Szomjassy	Director	February 25, 2010

Signature	Title	Date
* Nancy R. Tuor	Director	February 25, 2010
* Barry L. Williams	Director	February 25, 2010

*By: /s/ M. CATHERINE SANTEE
M. Catherine Santee,
as attorney-in-fact

EX-10.2

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Exhibit 10.2

CH2M HILL Companies, Ltd.

Supplemental Executive Retirement and Retention Plan

Effective January 1, 2009

CH2M HILL Companies, Ltd.
Supplemental Executive Retirement and Retention Plan

ARTICLE I
INTRODUCTION

        1.1    Amendment and Restatement of Existing Plan.    CH2M HILL Companies, Ltd., an Oregon corporation, hereby amends and restates the CH2M HILL Companies, Ltd. Deferred Compensation Retirement Plan in the form of this CH2M HILL Companies, Ltd. Supplemental Executive Retirement and Retention Plan. The Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended.

        1.2    Purposes.    The purposes of the Plan are to provide those Employees who are selected for participation in the Plan with added incentives to continue in the long-term service of the Company, to provide a financial incentive that will help the Company attract, retain and motivate the Employees, and to recognizes the valuable services performed on its behalf by certain employees of the Company and Affiliated Companies.

ARTICLE II
DEFINITIONS

        2.1   "Account" shall mean a recordkeeping account under the Plan for a Participant as set forth or established in Section 4.1.

        2.2   "Affiliated Companies" means any corporation or other entity that is affiliated with the Plan Sponsor through stock or other equity ownership or otherwise which is designated by either the Committee or the Board as an entity whose Employees may be selected to participate in the Plan. The Committee may select an entity to be designated as an Affiliated Company if the Plan Sponsor owns directly or indirectly at least 50% of the entity. The Board, in its sole discretion, may select an entity to be designated as an Affiliated Company if the Plan Sponsor owns directly or indirectly at least 10% of the entity.

        2.3   "Benefit" shall mean the value of the Participant's Account.

        2.4   "Base Salary" means the annual base salary of the Employee effective on January 1 of the Plan Year, excluding distributions from nonqualified deferred compensation plans, bonuses, other incentive pay paid to the Employee from the Company and Affiliated Companies, commissions, fringe benefits, stock options, relocation expenses, non-monetary awards, automobile and other allowances and compensation paid during any period of disability as determined under the Company's short term or long term disability plan. Base Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or nonqualified plans of any Employer and shall be calculated to include amounts not otherwise included in the Participant's gross income pursuant to a cafeteria plan or 401(k) plan established by any Employer; provided, however, that all such amounts will be included in compensation only to the extent that had there been no such plan, the amount would have been payable in cash to the Employee.

        2.5   "Beneficiary" means the person or persons or other entity or entities that have been designated by the Employee to receive, after the Employee's death, benefits under the Plan in accordance with the terms of the Plan. The designation by the Employee must be on forms prescribed by the Company and must be filed with the Company. If the Employee fails to designate a Beneficiary,

2

or if the designated Beneficiary fails to survive the Employee, the benefits due hereunder shall be paid to the Employee's estate. Beneficiary designations may be revoked or changed by filing a new Beneficiary designation with the Company.

        2.6   "Board" means the Board of Directors of the Plan Sponsor.

        2.7   "Cause" shall mean a Participant's:

          (i)  conviction for commission of a felony or a crime involving moral turpitude;

(ii)

willful commission of any act of theft, fraud, embezzlement or misappropriation against the Company or its subsidiaries or affiliates; or



(iii)

willful neglect or gross misconduct in the performance of the Participant's duties hereunder (other than such failure resulting from the Participant's incapacity due to physical or mental illness).

No act, or failure to act, on the part of the Participant shall be deemed "willful" unless done, or omitted to be done, by the Participant without reasonable belief that his action or omission was in the best interest of the Company.

Notwithstanding the foregoing, a Participant other than the Chief Executive Officer ("CEO") shall not be deemed to have been terminated for Cause unless and until the CEO reasonably determines that the Participant is guilty of conduct constituting Cause and a written copy of such determination is delivered to the compensation committee of the Board. The Participant shall have 30 days to submit a written appeal challenging the CEO's written determination of Cause. The CEO shall then have another 30 days to consider the appeal and make a final determination a written copy of which shall be delivered to the compensation committee of the Board.

Notwithstanding any other provision in this Section 2.7, the CEO shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the CEO a copy of the resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the members of the Board at a meeting of the Board (after reasonable notice to the CEO and an opportunity for the CEO, together with the CEO's counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the CEO was guilty of conduct set forth above in this definition and specifying the particulars thereof in detail.

        2.8   "Change of Control" shall have the meaning assigned to it by Article VII.

        2.9   "Code" means the Internal Revenue Code of 1986, as amended from time to time.

        2.10 "Committee" means a committee established under Article VIII of the Plan.

        2.11 "Company" means the Plan Sponsor and the Affiliated Companies.

        2.12 "Company DCRP Contributions Account" means the Company Contributions Account as defined in and established pursuant to Section 4.1(b) of the DCRP, prior to its amendment and restatement as this Plan.

        2.13 "DCRP Account Value" means the Account Value as defined in and established pursuant to Section 4.1(a) of the DCRP, prior to its amendment and restatement as this Plan.

        2.14 "DCRP" means the CH2M HILL Companies, Ltd. Deferred Compensation Retirement Plan.

        2.15 "Disability" means disability of the Employee pursuant to which the Employee is entitled to disability benefits from the Company's long term disability program.

        2.16 "Effective Date" means the effective date of the restated Plan which is [                        ], 2009.

3

        2.17 "Employees" means those individuals who are employed by the Company or an Affiliated Company (including, without limitation, officers and directors who are also employees of the Company) and who are part of the executive leadership team or senior executives.

        2.18 "Employer" means the Company and/or any of its subsidiaries and any Affiliated Companies (now in existence or hereafter formed or acquired) that have been selected by the Board to participate in the Plan and have adopted the Plan as a sponsor.

        2.19 "Fair Market Value" means the price per share denominated in United States dollars, as determined by the Board from time to time, on the date Fair Market Value is being determined, in accordance with Section 409A.

        2.20 "Internal Market" means the limited internal market maintained by the Company for the purchase and sale of its Stock.

        2.21 "Normal Retirement Age" means age 65, or such earlier age as is specified by the Board.

        2.22 "Participant" means an Employee designated by the Committee to participate in the Plan.

        2.23 "Plan" means the CH2M HILL Companies, Ltd. Supplemental Executive Retirement and Retention Plan.

        2.24 "Plan Sponsor" means CH2M HILL Companies, Ltd.

        2.25 "Plan Year" means the 12 consecutive month period ending each December 31.

        2.26 "Section" means a reference to a section of the Plan, unless another reference specifically applies.

        2.27 "Section 409A" means Section 409A of the Internal Revenue Code of 1986, as amended.

        2.28 "SERRP Base Salary Contributions Account" means a recordkeeping account under the Plan for a Participant established pursuant to Section 4.1(a) of the Plan.

        2.29 SERRP Short-Term Incentive Contributions Account" means a recordkeeping account under the Plan for a Participant established pursuant to Section 4.1(b) of the Plan.

        2.30 "Short Term Incentive" means a Participant's incentive compensation awarded pursuant to the CH2M HILL Companies, Ltd. Short Term Incentive Plan.

        2.31 "Stock" means the common stock of the Plan Sponsor and any stock issued or issuable subsequent to the Effective Date in substitution for the common stock.

        2.32 "Supplemental SERRP Contributions Account" means a recordkeeping account under the Plan for a Participant established pursuant to Section 4.1(c) of the Plan.

        2.33 "Trade Date" means each date as determined by the Board on which Stock may be bought or sold in the Internal Market.

ARTICLE III
PARTICIPATION

        The Committee, in its sole discretion, shall designate the Employees who may participate in the Plan for a Plan Year from among the Employees of the Company. The Employees who are eligible for designation for participation shall be those Employees who are members of a select group of management or highly compensated employees.

4

ARTICLE IV
CONTRIBUTIONS AND ALLOCATIONS TO ACCOUNTS

        4.1    Accounts.    Each Participant's Account shall consist of the value of the sum of (1) the Participant's DCRP Account Value determined as of December 31, 2008, (2) the balance of the Participant's Company DCRP Contributions Account determined as of December 31, 2008, (3) the Participant's SERRP Contributions Account, (4) the Participant's SERRP Short-Term Incentive Contributions Account, (5) the Participant's Supplemental SERRP Contributions Account and (6) any additional Company contribution accounts that the Company may, in its sole discretion, create for any purpose.

(a)

SERRP Base Salary Contributions Account. The Company may make a contribution to a SERRP Contributions Account on behalf of a Participant for a specified amount of the Participant's Base Salary as set forth in a separate participation notice provided by the Company to the Participant.



(b)

SERRP Short-Term Incentive Contributions Account. The Company may make a contribution to a SERRP Short-Term Incentive Contributions Account on behalf of a Participant in an amount of the Participant's Short-Term Incentive set forth in a separate participation notice provided by the Company to the Participant.



(c)

Supplemental SERRP Contributions Account. The Company may make contributions to a Supplemental SERRP Contributions Account on behalf of a Participant for those Participants who have attained age 55 at the time of initial Plan eligibility, such amounts to be set forth in a separate participation agreement entered into between the Company and the Participant.

        4.2    Crediting of Earnings, Gain or Loss on Participant Accounts.    The Participant's Account shall be credited with earnings, gain or loss in accordance with the provisions of this Section.

        Trust Investments May Be Different Than Participant Accounts.    The selection of investment vehicles shall be taken into account solely for the purpose of crediting earnings, gain or loss on the Participant's Account. Regardless of whether the trustee invests the Trust in Stock, a Participant's hypothetical investment in Stock shall be treated as held directly by the Participant solely for the purpose of determining whether the Participant has exceeded the employee ownership limitations established by the Company and the Board.

        Deemed Investments.    The Company shall select the investment vehicles that are available for investment under the Plan. For the purpose of crediting earnings, gain or loss on Company contributions, Company contributions shall be deemed to be credited as of December 31 of the Plan Year. Earnings, gain or loss shall continue to be credited until the balance in the Participant's Account is eliminated.

        SERRP Short-Term Incentive Contributions Account Deemed Invested in Stock.    For the proportion of SERRP Short-Term Incentive Contributions Account deemed invested in Stock, the Committee shall accumulate the amount of such Company contributions until the next Trade Date. From the December 31 of the Plan Year until the next Trade Date, the Committee shall accumulate earnings on the Company contributions by using the rate of return on a money market fund selected by the Committee from time to time in its discretion. As of the next Trade Date, the Committee shall, for bookkeeping purposes only, convert that portion of the Company contributions plus accumulated earnings to a number of whole and fractional shares of Stock (calculated to 3 decimal points) by dividing the dollar value of that portion of the Participant's accumulated amounts by the Fair Market Value of the Stock as of the Trade Date next following the December 31 of the Plan Year. The accounting records for the portion of the Participant's SERRP Short-Term Incentive Contributions Account invested in Stock shall be maintained in shares rather than dollar values.

5

        Crediting of Earnings Based on Selected Investment Vehicles.    Following the end of day the New York Stock Exchange is open for business, the Participant's Account shall be credited with earnings, gain or loss equal to the rate of return earned on investment vehicles with respect to any portion of the Participant's Account not invested in Stock.

        Crediting of Earnings, Gain or Loss Based on a Stock Investment.    Stock allocated to a Participant's Account shall be valued at Fair Market Value. No dividends or other distributions which would be paid with respect to Stock allocated to a Participant's Account shall be credited to the Participant's Account.

        If there is any increase or decrease in the number of outstanding shares of Stock or any change in the rights and privileges of shares of Stock (a) as a result of the payment of a Stock dividend or any other distribution payable in Stock, or (b) through a stock split, subdivision, consolidation, combination, reclassification or recapitalization involving the Stock, the Stock portion of a Participant's Account shall be adjusted accordingly.

        If the Plan Sponsor distributes assets or securities of persons other than the Plan Sponsor with respect to the Stock, or if the Plan Sponsor grants rights to subscribe pro rata for additional shares of Stock or for any other securities of the Plan Sponsor to the holders of its Stock, or if there is any other change in the number or kind of outstanding shares or of any stock or other securities into which the Stock will be changed or for which it has been exchanged, and if the Committee in its discretion determines that the event equitably requires an adjustment to any Participant's Account, then such adjustments shall be made, or other action shall be taken, by the Committee as the Committee in its discretion deems appropriate.

        Changes in Investment Vehicle Selection.    If the Committee, in its discretion, authorizes Participants to select the investment vehicle(s) in which their Account is deemed invested, the Committee shall establish rules and procedures for the timing and frequency of investment vehicle selection.

        4.3    Withholding Requirement.    The Company shall withhold any taxes owed from other compensation payable to the Participant. All payments under the Plan are subject to withholding of all taxes, government mandated social benefit contributions, or other payments required to be withheld which are applicable to the Participant.

ARTICLE V
VESTING AND INVESTMENT OF BENEFIT

        5.1   Vesting.

        (a)    DCRP Account Value and Company DCRP Contributions Account.    A Participant shall be 100% vested in the Participant's DCRP Account Value and the Participant's Company DCRP Contributions Account.

        (b)    SERRP Base Salary Contributions Account and SERRP Short-Term Incentive Contributions Account.    A Participant shall vest 20% at the end of each Plan Year for five Plan Years in each annual contribution made by the Company into the SERRP Base Salary Contributions Account and the SERRP Short-Term Incentive Contributions Account including the Plan Year for which the contribution is made. Notwithstanding the foregoing, a Participant shall be 100% vested upon the earlier of (i) attainment of age 60 and 10 years of service at the Board's discretion, (ii) upon attainment of Normal Retirement Age; (iii) death and (iv) termination of employment due to Disability.

        (c)    Supplemental SERRP Contributions Account.    A Participant shall be 100% vested in the Participant's Supplemental SERRP Contributions Account upon the later of (i) the fifth Plan Year anniversary of the contribution made by the Company; (ii) upon attainment of Normal Retirement Age; (iii) death and (iv) termination of employment due to Disability. No incremental vesting shall occur before such aforementioned event.

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        (d)    Additional Accounts.    The Company shall establish vesting periods for any additional accounts it creates pursuant to Section 4.1.

        5.2    Subject to Claims of General Creditors.    A Participant's Benefit under the Plan shall be subject to the claims of general creditors of the Company and Affiliated Companies.

        5.3    Insurance.    The Company and Affiliated Companies, on their own behalf, and, in their sole discretion, may apply for and procure insurance on the life of any Participant, in such amounts and in such forms as the Plan Sponsor may choose. The Plan Sponsor shall be the sole owner and beneficiary of any such insurance. The Participant shall have no interest whatsoever in any such policy or policies, and at the request of the Plan Sponsor, the Participant shall submit to medical examinations and supply such information and execute such documents as may be required by the insurance company or companies to whom the Plan Sponsor has applied for insurance.

ARTICLE VI
PAYMENT OF BENEFIT

        6.1    Irrevocable Elections.    Payment of the Participant's Benefit shall be governed by the election made by the Participant on a form provided by the Committee which specifies the manner in which the Participant's Benefit will be distributed. The Participant may elect any of the forms of payment permitted and the timing of payment from the methods permitted, except that if the Participant's Benefit is less than $10,000 on the date benefits will commence, the Participant shall receive a lump sum payment of his Benefit.

        The Participant's election with respect to the form of payment and with respect to the timing of payment shall be made within 30 days of the Employee first becoming eligible to participate in the Plan.

        For amounts accrued as a Participant's Benefit on or after January 1, 2005, the Participant may submit a subsequent election with respect to the form of payment; however, such subsequent election shall be effective only if: (a) the election is submitted at least 13 months prior to the earlier of the Participant's date of termination of employment or the date elected by the Participant with respect to distribution timing, (b) it is approved by the Committee, in its sole discretion and (c) the first payment pursuant to the subsequent election is no earlier than 5 years from the date the payment would otherwise be paid. The Participant's election under this Section 6.1 will apply to the Participant's entire Benefit.

        The Participant's elections made under the DCRP prior to the effective date of this Plan shall remain effective for the Participant's DCRP Account Value and the Participant's DCRP Contributions Account, including any elections made pursuant to Section 6.9 of the DCRP, unless further modified pursuant to this Section 6.1.

        6.2    Timing of Payment Permitted.    Subject to Section 6.1, each Participant may elect the time when distributions of the Participant's Benefit will commence from among the following options: (a) the first of the month following the date the Participant terminates full-time employment following attainment of the Normal Retirement Age, (b) the date specified by the Participant following the date the Participant terminates full-time employment and attains the Normal Retirement Age, and (c) any additional times permitted by the Committee, in its sole discretion, from time to time.

        6.3    Forms of Payment Permitted.    Subject to Section 6.1, each Participant may elect one or more of the following the forms of payment: (a) single sum payment in cash, (b) annual installment payments in cash over 5, 10, or 15 years, and (c) any additional forms permitted by the Committee, in its sole discretion, from time to time. Each annual installment shall be determined by dividing the Participant's Benefit by the number of remaining installments. Each annual installment shall be determined by

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dividing the Benefit by the number of remaining installments. Notwithstanding any other provision of this Section 6.3, the Committee, in its sole discretion, may provide for a single sum payment in cash regardless of any Participant election upon the Participant's death or Disability.

        6.4    Designation of Beneficiary.    Each Participant may designate one or more Beneficiaries (who may be designated contingently or successively) to whom the Participant's Benefit is payable in the event of the Participant's death. Each designation will automatically revoke any prior designations by the same Participant. The beneficiary designation shall be in writing on a form prescribed by the Committee. Any beneficiary designation will be effective as of the date on which the written designation is received by the Committee during the lifetime of the Participant.

        6.5    Death or Disability Prior to Commencement.    If the Participant dies or suffers a Disability prior to commencement of distribution of the Participant's Benefit, the Participant's Benefit shall be distributed in a lump sum to the Participant or Participant's Beneficiary.

        6.6    Death After Commencement.    If the Participant dies after commencement of distribution of benefits, but prior to the complete distribution of all benefits to which the Participant is entitled under the Plan, payment of the remaining balance of the Participant's Benefit shall be distributed in a lump sum to the Participant's Beneficiary.

        6.7    Termination of Employment after Change of Control.    Notwithstanding anything to the contrary in this Plan, if a Participant's employment is terminated (other than by death, Disability or retirement) within two years after a Change of Control, the Participant's entire Benefit shall be 100% vested and payment of the Participant's entire Benefit shall be made to the Participant in a lump sum regardless of the Participant's election as soon as practical after termination of employment.

        6.8    Termination of Employment Prior to Change of Control.    Notwithstanding anything to the contrary in this Plan, if a Participant's employment is terminated (including a termination of employment by the Participant pursuant to a Constructive Termination) prior to a Change of Control, and the Participant reasonably demonstrates that such termination was at the request or suggestion of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change of Control and a Change of Control involving such third party occurs, the Participant's entire Benefit shall be 100% vested and payment of the Participant's entire Benefit shall be made to the Participant in a lump sum regardless of the Participant's election as soon as practical after the Change of Control. No lump sum payment will be made pursuant to this Section 6.8 unless a Change of Control actually occurs following termination of employment.

        6.9    Termination of Employment for Cause.    Notwithstanding anything to the contrary in this Plan, if a Participant's employment is terminated for Cause at any time, the Participant's entire Benefit will be forfeited upon termination.

        6.10    Forfeiture.    If the Participant should take actions in violation or breach of or in conflict with any non-competition agreement, any agreement prohibiting solicitation of employees or clients of the Company thereof or any confidentiality obligation with respect to the Company thereof, or, during the period the Participant is employed by the Company and for a period of one (1) year after termination of employment, the Participant, directly or indirectly, for the Participant or on behalf of or in conjunction with any other person or entity, without the prior written consent of the Board, work for, become employed by, or provide services to (whether as an employee, consultant, independent contractor, officer, director, or board member) any company that is a "Top 25" company on any Engineering National Record Top List that ranks the Company in the "Top 10", the Company has the right to cause an immediate forfeiture of the Participant's rights in the Account awarded under the Plan. In addition, if any portion of the Participant's Account was distributed from the Plan within the 12 month period prior to the Participant's actions, the Participant will make a cash payment to the Company equal to such amount.

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ARTICLE VII
CHANGE OF CONTROL

        7.1    Change of Control.    For purposes of the Plan, a Change of Control within the meaning of Section 409A will occur if any one of the following events occurs:

(a)

Unapproved Acquisition of 25% Stake. Any Person is or becomes a Beneficial Owner, directly or indirectly, of 25% or more of the Voting Securities of the Plan Sponsor; provided, however, that the event described in this Section 7.1(a) shall not be deemed to be a Change of Control by virtue of any of the following:



(i)

an acquisition entered into by the Plan Sponsor,



(ii)

a sale of Voting Securities entered into by the Plan Sponsor,



(iii)

an acquisition of Voting Securities by any employee benefit plan sponsored or maintained by the Plan Sponsor or any of its Affiliated Companies,



(iv)

an acquisition of Voting Securities by any underwriter temporarily holding securities pursuant to an offering of such securities, or



(v)

pursuant to a Non-COC Transaction.



(b)

Change in the Majority of the Board. During the course of one Plan Sponsor fiscal year, Incumbent Directors cease for any reason to constitute at least a majority of the Board.



(c)

Significant Merger or Consolidation. The consummation of a Business Combination, unless the Business Combination is a Non-COC Transaction.



(d)

Liquidation. The stockholders of the Plan Sponsor approve a plan of liquidation or dissolution of the Plan Sponsor or the direct or indirect sale or other disposition of all or substantially all of the assets of the Plan Sponsor and its Affiliated Entities.

        7.2    Definitions.    The following definitions shall apply for purposes of this Article:

(a)

"Beneficial Owner" shall mean a beneficial owner as defined in Rule 13(d)(3) under the Securities Exchange Act of 1934.



(b)

"Business Combination" shall mean a merger, consolidation, share exchange or similar form of corporate reorganization of the Plan Sponsor or any such type of transaction involving the Plan Sponsor or any of its Affiliated Entities that requires the approval of the Plan Sponsor's stockholders.



(c)

"Constructive Termination" means, without the Participant's express written consent, the occurrence of any of the following:



(i)

Change in Responsibilities. (1) The assignment to the Participant of any duties or responsibilities inconsistent in any material adverse respect with the Participant's position(s), duties, responsibilities or status immediately prior to such Change of Control (including any diminution of such duties or responsibilities); or (2) A material adverse change in the Participant's reporting responsibilities, titles or offices with the Plan Sponsor or successor as in effect immediately prior to such Change of Control.



(ii)

Change in Compensation. Any material reduction by the Plan Sponsor or successor in the Participant's total compensation package, including any material adverse change in the annual salary, the incentive bonus ranges and targets, or the timing of payment of same as compared to the compensation package in effect immediately prior to such Change of Control.

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(iii)

Change in Location. Any requirement of the Plan Sponsor or successor that the Participant (1) be based anywhere more than 25 miles from the facility where the Participant is located at the time of the Change of Control; or (2) travel on the Plan Sponsor's or successor's business to an extent substantially greater than the travel obligations of the Participant immediately prior to such Change of Control.



(iv)

Change in Benefits. (1) The failure of the Plan Sponsor or successor to continue in effect any employee benefit and fringe benefit plans and policies or deferred compensation plans in which the Participant is participating immediately prior to such Change of Control, unless the Participant is permitted to participate in other plans providing the Participant with substantially comparable benefits; or (2) the taking of any action by the Plan Sponsor or successor which would adversely affect the Participant's prior participation in or reduce the Participant's accrued benefits under any employee benefit and fringe plans or deferred compensation plans in which the Participant is participating immediately prior to a Change of Control; or (3) the failure of the Plan Sponsor or successor to provide the Participant and the Participant's dependents welfare benefits that are substantially comparable to the benefits available to them immediately prior to such Change of Control at a substantially comparable cost to Participant; or (4) the failure of the Plan Sponsor or successor to provide the Participant with paid vacation at levels in effect for the Participant immediately prior to such Change of Control or as the same may be increased from time to time thereafter.



(v)

Reimbursement of Expenses. The failure of the Plan Sponsor or successor to promptly reimburse the Participant for all reasonable expenses incurred by the Participant in accordance with the most favorable policies, practices and procedures of the Plan Sponsor or successor in effect for the Participant at any time during the 120-day period immediately preceding the Change of Control or, if more favorable to the Participant, as in effect generally at any time thereafter with respect to other peer executives of the Plan Sponsor or successor.



(vi)

Office and Support Staff. The failure by the Plan Sponsor or successor to provide the Participant with an office or offices of substantially similar size, furnishings and other appointments, personal secretarial and other assistance, at least equal to the most favorable of the foregoing provided to the Participant by the Plan Sponsor at any time during the 120-day period immediately preceding the Change of Control or, if more favorable to the Participant, as provided generally at any time thereafter with respect to other peer executives of the Plan Sponsor or successor.



(vii)

Assumption of this Agreement. The failure of the Plan Sponsor to assign and obtain the assumption of the Participant's Change of Control Agreement from any successor.

        Inadvertent Action.    An action taken in good faith and which is remedied by the Plan Sponsor or successor within 15 calendar days after receipt of notice thereof given by the Participant shall not constitute Constructive Termination. The Participant must provide notice of termination of employment within 30 calendar days of the Participant's knowledge of an event constituting Constructive Termination or such event shall not constitute Constructive Termination.

(d)

"Incumbent Directors" shall mean:



(i)

individuals who on March 31, 2000 constitute the Board; and

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(ii)

any person who becomes a director subsequent to March 31, 2000, provided his/her election or nomination for election was recommended by the Nominating Committee of the Board (or its successor in responsibilities) or approved by at least a majority of the Incumbent Directors who remain on the Board (either by a specific vote or by approval of the Plan Sponsor or successor's proxy statement in which such person is named as a nominee for a director, without objection to such nomination); provided that individuals initially elected or nominated as directors of the Plan Sponsor or successor as a result of an actual or threatened election contest with respect to directors or any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall not be deemed to be Incumbent Directors.



(e)

"Non-COC Transaction" shall include any Business Combination in which:



(i)

at least 75% of the total voting power eligible to elect directors of the entity resulting from such Business Combination is represented by shares that were Voting Securities immediately prior to such Business Combination (either by remaining outstanding or being converted),



(ii)

no Person, other than any employee benefit plan sponsored or maintained by the Plan Sponsor, becomes the "beneficial owner", directly or indirectly, of 25% or more of the total voting power of the outstanding voting securities eligible to elect directors of the entity resulting from such Business Combination,



(iii)

at least a majority of the members of the board of directors of the entity resulting from such Business Combination were Incumbent Directors at the time of the Board's approval of the execution of the initial agreement providing for such Business Combination.



(f)

"Person" shall mean Person as defined in Section 3(a)(9) and as used in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934.



(g)

"Voting Securities" shall mean either (a) the then-outstanding shares of Stock of the Plan Sponsor or (b) the combined voting power of the Plan Sponsor's then-outstanding securities eligible to vote for the election of the Board.

ARTICLE VIII
PLAN ADMINISTRATION

        8.1    Committee.    The Plan shall be administered by the Compensation and Work Force Committee appointed by and serving at the pleasure of the Board. The Committee shall at all times consist of at least two Directors and shall include other members (which may be either Directors or non-Directors) as the Board may determine. The Board may from time to time remove members from or add members to the Committee, and vacancies on the Committee shall be filled by the Board. Members of the Committee may resign at any time upon written notice to the Board.

        8.2    Committee Meetings and Actions.    The Committee shall hold meetings at such times and places as it may determine. A majority of the members of the Committee shall constitute a quorum, and the acts of the majority of the members present at a meeting or a consent in writing signed by all members of the Committee shall be the acts of the Committee and shall be final, binding and conclusive upon all persons, including the Company, its shareholders, and all persons having any interest in Participants' Accounts.

        8.3    Powers of Committee.    The Committee shall, in its sole discretion, select the Participants from among the Employees and establish such other terms under the Plan as the Committee may deem necessary or desirable and consistent with the terms of the Plan. The Committee shall determine the form or forms of the agreements with Participants that shall evidence the particular provisions, terms,

11

conditions, rights and duties of the Plan Sponsor and the Participants. The Committee may from time to time adopt such rules and regulations for carrying out the purposes of the Plan as it may deem proper and in the best interests of the Company. The Committee may from time to time delegate its responsibilities as it determines is necessary, in its sole discretion. The Committee may correct any defect, supply any omission, reconcile any inconsistency in the Plan or in any agreement entered into under the Plan, and reconcile any inconsistency between the Plan and any Agreement in the manner and to the extent it shall deem expedient, and the Committee shall be the sole and final judge of such expediency. No member of the Committee shall be liable for any action or determination made in good faith. The determinations, interpretations and other actions of the Committee pursuant to the provisions of the Plan shall be binding and conclusive for all purposes and on all persons.

        8.4    Interpretation of Plan.    The determination of the Committee as to any disputed question arising under the Plan, including questions of construction and interpretation, shall be final, binding and conclusive upon all persons, including the Company, its shareholders, and all persons having any interest in Participants' Accounts.

        8.5    Indemnification.    Each person who is or shall have been a member of the Committee or of the Board shall be indemnified and held harmless by the Plan Sponsor against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred in connection with or resulting from any claim, action, suit or proceeding to which such person may be a party or in which such person may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid in settlement thereof, with the Company's approval, or paid in satisfaction of a judgment in any such action, suit or proceeding against him, provided such person shall give the Company an opportunity, at its own expense, to handle and defend the same before undertaking to handle and defend it on such person's own behalf. The foregoing right of indemnification shall not be exclusive of, and is in addition to, any other rights of indemnification to which any person may be entitled under the Plan Sponsor's Articles of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

ARTICLE IX
CLAIMS PROCEDURE

        9.1    Determination of Benefits.    The Company shall distribute benefit statements reflecting the current amount of the Participant's Benefit to the Participants on an annual basis.

        9.2    Denial of Claims.    The Committee shall make all determinations as to the right of any person to a benefit or the amount of such benefit under this Plan. The Committee shall provide adequate notice in writing to any claimant whose claim for benefits under the Plan has been denied. The Committee's claim denial notice shall set forth:

(a)

the specific reason or reasons for the denial;



(b)

specific references to pertinent Plan provisions on which the denial is based;



(c)

a description of any additional material and information needed for the claimant to perfect the claim and an explanation of why the material or information is needed; and



(d)

an explanation of the Plan's claims review procedure describing the steps to be taken by a Participant or Beneficiary who wishes to submit his or her claim for review, including any applicable time limits, and a statement of the Participant's or Beneficiary's right to bring a civil action under ERISA § 502(a) if the claim is denied on review.

        A Participant or Beneficiary who wishes to appeal the adverse determination must request a review in writing to the Committee within 60 days after the appealing Participant or Beneficiary received the denial of benefits.

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        9.3    Appeal Procedure.    A Participant or Beneficiary may appeal a denial of benefits. Appeals must be made in writing to the Committee within 60 days after the claimant receives the notice of denial. A Participant or Beneficiary appealing a denial of benefits (or the authorized representative of the Participant or Beneficiary) shall be entitled to:

(a)

submit in writing any comments, documents, records and other information relating to the claim and request a review;



(b)

review pertinent Plan documents; and



(c)

upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claim. A document, record, or other information shall be considered relevant to the claim if such document, record, or other information (i) was relied upon in making the benefit determination, (ii) was submitted, considered, or generated in the course of making the benefit determination, without regard to whether such document, record, or other information was relied upon in making the benefit determination, or (iii) demonstrates compliance with the administrative processes and safeguards designed to ensure and verify that benefit claim determinations are made in accordance with the Plan and that, where appropriate, the Plan provisions have been applied consistently with respect to similarly situated Participants or Beneficiaries.

The Committee shall reexamine all facts related to the appeal and make a final determination as to whether the denial of benefits is justified under the circumstances.

        9.4    Decision on Review.    The decision on review of a denied claim shall be made in the following manner:

(a)

The decision on review shall be made by the Committee, who may in its discretion hold a hearing on the denied claim. The Committee shall make its decision solely on the basis of the written record, including documents and written materials submitted by the Participant or Beneficiary (or the authorized representative of the Participant or Beneficiary). The Administrator shall make its decision promptly, which shall ordinarily be not later than 60 days after the Plan's receipt of the request for review, unless special circumstances (such as the need to hold a hearing) require an extension of time for processing. In that case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. If an extension of time is required due to special circumstances, the Committee will provide written notice of the extension to the Participant or Beneficiary prior to the time the extension commences, stating the special circumstances requiring the extension and the date by which a final decision is expected.



(b)

The decision on review shall be in writing, written in a manner calculated to be understood by the Participant or Beneficiary. If the claim is denied, the written notice shall include specific reasons for the decision, specific references to the pertinent Plan provisions on which the decision is based, a statement of the Participant's or Beneficiary's right to bring an action under ERISA § 502(a), and a statement that the Participant or Beneficiary is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant's claim for benefits. A document, record, or other information shall be considered relevant to the claim if such document, record, or other information (i) was relied upon in making the benefit determination, (ii) was submitted, considered, or generated in the course of making the benefit determination, without regard to whether such document, record, or other information was relied upon in making the benefit determination, or (iii) demonstrates compliance with the administrative processes and safeguards designed to ensure and verify that benefit claim determinations are

13

made in accordance with the Plan and that, where appropriate, the Plan provisions have been applied consistently with respect to similarly situated claimants.

The Committee's decision on review shall be final. In the event the decision on review is not provided to the Participant or Beneficiary within the time required, the claim shall be deemed denied on review.

ARTICLE X
AMENDMENT, MODIFICATION AND TERMINATION

        The Plan Sponsor reserves the right to amend or terminate this Plan at any time by action of the Board, directly or through delegation by the Board to one of its committees. The Company may terminate further deferrals under the Plan for any reason with respect to deferrals for Plan Years beginning after the date of the Company's termination of the Plan. In the event of such cessation of deferrals, all other rights and obligations shall continue until all Participants' Benefits have been paid to all Participants under the terms of the Plan. At any time following a Change of Control, the Company may terminate the Plan. If the Company terminates the Plan following a Change in Control within the meaning of Section 409A, each Participant's Account shall become immediately due and payable.

ARTICLE XI
MISCELLANEOUS

        11.1    Gender and Number.    Except when otherwise indicated by the context, the masculine gender shall also include the feminine gender, and the definition of any term herein in the singular shall also include the plural.

        11.2    No Right to Continued Employment.    Nothing contained in the Plan or in any Award granted under the Plan shall confer upon any Participant any right with respect to the continuation of the Participant's employment by, or consulting relationship with, the Company, or interfere in any way with the right of the Company, subject to the terms of any separate employment agreement or other contract to the contrary, at any time to terminate such services or to increase or decrease the compensation of the Participant. Nothing in this Plan shall limit or impair the Company's right to terminate the employment of any employee. Whether an authorized leave of absence, or absence in military or government service, shall constitute a termination of service shall be determined by the Committee in its sole discretion. Participation in this Plan is a matter entirely separate from any pension right or entitlement the Participant may have and from the terms or conditions of the Participant's employment. Participation in this Plan shall not affect in any way a Participant's pension rights or entitlements or terms or conditions of employment. Any Participant who leaves the employment of the Company shall not be entitled to any compensation for any loss of any right or any benefit or prospective right or benefit under this Plan which the Participant might otherwise have enjoyed whether such compensation is claimed by way of damages for wrongful dismissal or other breach of contract or by way of compensation for loss of office or otherwise.

        11.3    Non-Assignability.    Neither a Participant nor a Beneficiary may voluntarily or involuntarily anticipate, assign, or alienate (either at law or in equity) any benefit under the Plan, and the Committee shall not recognize any such anticipation, assignment, or alienation. Furthermore, a benefit under the Plan shall not be subject to attachment, garnishment, levy, execution, or other legal or equitable process. Any attempted sale, conveyance, transfer, assignment, pledge or encumbrance of the rights, interests or benefits provided pursuant to the terms of the Plan or the levy of any attachment or similar process thereupon, shall by null and void and without effect.

        11.4    Participation in Other Plans.    Nothing in this Plan shall affect any right which the Participant may otherwise have to participate in any retirement plan or agreement which the Company or an Affiliated Company has adopted or may adopt hereafter.

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        11.5    Governing Law.    To the extent not preempted by federal law, this Plan shall be construed in accordance with, and shall be governed by, the laws of the State of Colorado.

        11.6    Entire Understanding.    This instrument contains the entire understanding between the Company and the Employees participating in the Plan relating to the Plan, and supersedes any prior agreement between the parties, whether written or oral. Neither this Plan nor any provision of the Plan may be waived, modified, amended, changed, discharged or terminated without action by the Board.

        11.7    Provisions Severable.    To the extent that any one or more of the provisions of the Plan shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

        11.8    Headings.    The article and section headings are for convenience only and shall not be used in interpreting or construing the Plan.

        11.9    Successors, Mergers, or Consolidations.    Any Agreement under the Plan shall inure to the benefit of and be binding upon (a) the Company and its successors and assigns and upon any corporation into which the Company may be merged or consolidated, and (b) the Participant, and his heirs, executors, administrators and legal representatives.

        11.10    Section 409A.    Anything in this Plan to the contrary notwithstanding, no payment to the Participant under this Plan shall be payable prior to the date that is the earliest of (1) 6 months and 1 day after the Participant's termination date, (2) the Participant's death or (3) such other date as will cause such payment not to be subject to interest and additional tax under Section 409A (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial payment).

        For purposes of the Plan, a termination of employment shall be considered to occur only upon a "separation from service" within the meaning of Section 409A and the regulations issue pursuant to Section 409A.

        It is the intention of the Company and the Participant that payments or benefits payable under this Plan not be subject to the additional tax imposed pursuant to Section 409A. To the extent such potential payments or benefits could become subject to such Section, the Company and Participant shall cooperate to structure the payments with the goal of giving the Participant the economic benefits described herein in a manner that does not result in such tax being imposed.

        The Plan Sponsor hereby agrees to the provisions of the Plan and in witness of its agreement, the Plan Sponsor by its duly authorized officer has executed the Plan on the date written below.

CH2M HILL COMPANIES, LTD. Plan Sponsor
By:	/s/ ROBERT C. ALLEN
Title	Vice President Human Resources
Date	August 7, 2009

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CH2M HILL Companies, Ltd. Supplemental Executive Retirement and Retention Plan

EX-10.18

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Exhibit 10.18

EXECUTIVE CHANGE OF CONTROL AGREEMENT

THIS EXECUTIVE CHANGE OF CONTROL AGREEMENT is executed to be effective as of the 1st day of July, 2008 ("Effective Date"), by and between CH2M HILL Companies, Ltd., an Oregon corporation ("CH2M HILL"), and Nancy R. Tuor ("Executive").

RECITALS

A.

The Board of Directors of CH2M HILL considers the establishment and maintenance of a sound and vital management team to be essential to protecting and enhancing the best interests of CH2M HILL and its stockholders; and

B.

The Board of Directors recognizes that the possibility of a change in control may arise and that such possibility, and the uncertainty and questions which it may raise among senior management, may result in the departure or distraction of senior management personnel to the detriment of CH2M HILL and its stockholders; and

C.

Executive currently serves as an officer or director of CH2M HILL or one of its subsidiaries; and

D.

The Board of Directors has determined that it is in the best interests of CH2M HILL and its stockholders to secure Executive's continued services and to ensure Executive's continued and undivided dedication to duties in the event of any threat of or occurrence of events that could lead to a change in control of CH2M HILL, without being influenced by the Executive's uncertainty of his/her own situation; and

E.

The Board of Directors has authorized the undersigned to enter into this Agreement on behalf of CH2M HILL.

For and in consideration of the premises and the mutual covenants and agreements herein contained, CH2M HILL and Executive hereby agree as follows.

AGREEMENT

Article 1. Definitions

As used in this Agreement, the following terms shall have the respective meanings set forth below:

1.1

"Board" means the Board of Directors of CH2M HILL.

1.2

"Cause" means:

a.

A material breach by Executive of his/her duties and responsibilities (other than as a result of incapacity due to physical or mental illness) which is (i) demonstrably willful, continued and deliberate on Executive's part, or (ii) committed in bad faith and without reasonable belief that such breach is in the best interests of CH2M HILL; or (iii) a willful failure to follow the lawful and reasonable directions of the Board, that remain uncured five (5) business days following the Board's provision of written notice regarding such failure to the Executive. For purposes of clause (a)(ii), any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for CH2M HILL shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of CH2M HILL; or

b.

The Executive's conviction of, or plea of nolo contendere to, a felony involving willful misconduct which is materially and demonstrably injurious to CH2M HILL.

c.

"Cause" shall not exist unless and until CH2M HILL has delivered to Executive a copy of a resolution duly adopted by three-quarters (³/4) of the entire Board at a meeting of the Board called and held for such purpose (after thirty (30) calendar days' notice to Executive and an opportunity for Executive, together with counsel, to be heard before the Board), finding that

in the good faith opinion of the Board an event set forth in clause (a) or (b) above has occurred and specifying the particulars thereof in detail. CH2M HILL must first notify Executive of any event believed to constitute Cause within thirty (30) calendar days following CH2M HILL's knowledge of its existence or such event shall not constitute "Cause" under this Agreement.

1.3

"Change of Control Event" or "COC" means the occurrence of any one of the following events:

a.

Any one person, or more than one person acting as a group, acquires ownership of stock of CH2M HILL that, together with stock held by such person or group, constitutes more than 50% of the total Fair Market Value of CH2M HILL stock. However, if any one person or more than one person acting as a group, owns more than 50% of the total Fair Market Value of CH2M HILL stock, the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of CH2M HILL (or to cause a change in the effective control of CH2M HILL).

b.

There is a change in the effective control of CH2M HILL. A change in the effective control of CH2M HILL occurs on the date that either:

(i)

Any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of CH2M HILL that represents 30% or more of the total voting power of CH2M HILL stock; or

(ii)

a majority of members of CH2M HILL 's board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of CH2M HILL 's board of directors prior to the date of the appointment or election.

c.

Any one person, or more than one person acting as a group, acquires ownership of all or substantially all of the assets of CH2M HILL.

d.

The stockholders of CH2M HILL approve a plan of liquidation or dissolution of CH2M HILL and such transaction is consummated.

For purposes of the definition in this Section 1.3 Persons Acting as a Group shall have the following meaning: Persons will not be considered to be acting as a group solely because they purchased stock of CH2M HILL at the same time, or as a result of the same public offering. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the corporation. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

For the avoidance of doubt, this Section shall be interpreted in accordance with Treasury guidance for the definition of Change in Control under Section 409A of the Code ("Section 409A").

e.

Termination Ahead of COC. Notwithstanding anything in this Agreement to the contrary, if Executive's employment is terminated (actually or pursuant to a Constructive Termination as described in section 1.8 below) prior to a Change of Control Event, and Executive reasonably demonstrates that such termination was at the request or suggestion of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change of Control Event and a Change of Control Event involving such third party occurs, then for all purposes of this Agreement, the date of a Change of Control Event shall mean the date immediately prior to the date of such termination of employment.

1.4

"COC Period" means the period of time beginning with a Change of Control Event and ending two (2) years following such Change of Control Event.

1.5

"Code" means the United States Internal Revenue Code of 1986, as amended.

1.6

"Date of Termination" means:

a.

The effective date on which Executive's employment by CH2M HILL or successor terminates as specified in a written notice to the other by CH2M HILL, successor, or Executive, as the case may be, delivered pursuant to section 9.7, or

b.

If Executive's employment with CH2M HILL or successor terminates by reason of death, the date of death of Executive, or

c.

In case of Constructive Termination, the date on which CH2M HILL or successor notifies the Executive of the action that constitutes Constructive Termination (section 1.8).

d.

A Date of Termination shall not occur unless the Executive Separates from Service with the Company.

1.7

"ELTI" means the incentive offered under the Executive Officers Long Term Incentive Plan or similar incentive that may replace ELTI that provides performance-based compensation to select senior executive officers and ensures full deductibility of benefits paid under the Plan as performance-based compensation under Code §162(m).

1.8

"Good Reason" or "Constructive Termination" means, without Executive's express written consent, the occurrence of any of the following after a Change of Control Event or as provided in section 1.3(e):

a.

Change in Responsibilities:

(i)

the assignment to Executive of any duties or responsibilities inconsistent in any material adverse respect with Executive's position(s), duties, responsibilities or status immediately prior to such Change of Control Event (including any diminution of such duties or responsibilities); or

(ii)

a material adverse change in Executive's reporting responsibilities, titles or offices with CH2M HILL or successor as in effect immediately prior to such Change of Control Event.

b.

Change in Compensation.    Any material reduction by CH2M HILL or successor in Executive's total compensation package, including any material adverse change in the annual salary, the incentive bonus ranges and targets, or the timing of payment of same as compared to the compensation package in effect immediately prior to such Change of Control Event.

c.

Change in Location.    Any requirement of CH2M HILL or successor that Executive:

(i)

be based anywhere more than twenty-five (25) miles from the facility where Executive is located at the time of the Change of Control Event; or

(ii)

travel on CH2M HILL or successor's business to an extent substantially greater than the travel obligations of Executive immediately prior to such Change of Control Event.

d.

Change in Benefits:

(i)

the failure of CH2M HILL or successor to continue in effect any employee benefit and fringe benefit plans and policies or deferred compensation plans in which Executive is participating immediately prior to such Change of Control Event, unless Executive is permitted to participate in other plans providing Executive with substantially comparable benefits; or

(ii)

the taking of any action by CH2M HILL or successor which would adversely affect Executive's prior participation in or reduce Executive's accrued benefits under any

employee benefit and fringe plans or deferred compensation plans in which Executive is participating immediately prior to such Change of Control Event; or

(iii)

the failure of CH2M HILL or successor to provide Executive and Executive's dependents welfare benefits that are substantially comparable to the benefits available to them immediately prior to such Change of Control Event at a substantially comparable cost to Executive; or



(iv)

the failure of CH2M HILL or successor to provide Executive with paid vacation at levels in effect for Executive immediately prior to such Change of Control Event or as the same may be increased from time to time thereafter.



e.

Office and Support Staff.    A material negative change in the office or offices, personal secretarial and other assistance, provided to Executive compared to the most favorable of the foregoing provided to the Executive by CH2M HILL at any time during the 120-day period immediately preceding the Change of Control Event or, if more favorable to the Executive, as provided generally at any time thereafter with respect to other peer executives of CH2M HILL or successor.



f.

Assumption of this Agreement.    The failure of CH2M HILL to assign and obtain the assumption of this Agreement from any successor as contemplated in section 3.5 below.



g.

Inadvertent Action.    An action taken in good faith and which is remedied by CH2M HILL or successor within thirty (30) calendar days after receipt of notice thereof given by Executive shall not constitute Good Reason or Constructive Termination under this Agreement. Executive must provide notice of termination of employment within thirty (30) calendar days of Executive's knowledge of an event constituting "Good Reason" or such event shall not constitute Good Reason or Constructive Termination under this Agreement. To constitute Good Reason or Constructive Termination the Executive must terminate employment within 2 years from the date of the initial occurrence of an event described in Section 1.8.

1.9

"ISVEU" means stock value equivalent units offered under the CH2M HILL Companies, Ltd. International Deferred Compensation Plan.

1.10

"LTI" means the incentive offered under the Long-Term Incentive Plan to selected senior executives of CH2M HILL or similar bonus that may replace LTI at a future date. In current form this incentive bonus is tied to specific three-year performance targets with payments made during the year immediately following the year in which the target performance period terminated.

1.11

"Phantom Stock" means contractual rights to amounts equal to value of CH2M HILL Stock over time provided to selected employees pursuant to CH2M HILL Phantom Stock Plan, as amended from time to time, and any successor plan.

1.12

"SAR" means contractual rights to amounts equal in value to CH2M HILL Stock appreciation over time provided to selected employees pursuant to CH2M HILL Stock Appreciation Rights Plan, as amended from time to time, and any successor plan.

1.13

"Separation from Service" means a termination of services provided by the Executive whether voluntarily or involuntarily, other than by reason of death or disability, as determined by CH2M HILL in accordance with Treas. Reg. §1.409A-1(h). In determining whether the Executive has experienced a Separation from Service, the following provisions shall apply:

A Separation from Service shall occur when the Executive has experienced a termination of employment with CH2M HILL. The Executive shall be considered to have experienced a termination of employment when the facts and circumstances indicate that the Executive and CH2M HILL reasonably anticipate that either (i) no further services will be performed for CH2M HILL after a certain date, or (ii) that the level of bona fide services the Executive will perform for CH2M HILL after such date (whether as an employee or as an independent contractor) will permanently decrease to no more than 20% of the average level of bona fide

services performed by the Executive (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to the Executive if the Executive has been providing services to CH2M HILL less than 36 months).

1.14

"Specified Employee" shall mean any Executive who is determined to be a "key employee" (generally the top 50 ranked employees by compensation for the prior calendar year) for the applicable period, as determined annually by CH2M HILL in accordance with Treas. Reg. §1.409A-1(i).

1.15

"STI" means the incentive offered under the Short-Term Incentive Plan to selected CH2M HILL employees on an annual basis or similar bonus that may replace STI at a future date. STI bonus is historically paid in the first quarter of the year immediately following the year with respect to which it is awarded.

1.16

"Stock" means CH2M HILL common stock.

1.17

"Stock Options" means options to purchase CH2M HILL stock at an agreed strike price granted from time to time to selected CH2M HILL employees pursuant to CH2M HILL Stock Option Plans.

1.18

"Subsidiary" means any corporation or other entity in which CH2M HILL has a direct or indirect ownership interest of fifty percent (50%) or more of the total combined voting power of the then-outstanding securities of such corporation or other entity entitled to vote generally in the election of directors or in which CH2M HILL has the right to receive fifty percent (50%) or more of the distribution of profits or of the assets on liquidation or dissolution.

1.19

"SVEUs" means stock value equivalent units offered under the CH2M HILL Pre-Tax and Post-Tax Deferred Compensation Plans.

1.20

"VAR" means a Value Appreciation Right bonus offered to a selected group of senior management and technologists in the Communications Group of CH2M HILL pursuant to the CH2M HILL Communications Group Value Appreciation Incentive Plan, as amended from time to time, and any successor plan.

1.21

"Window Period" means the period of at least ten (10) business days commencing on the business day next following signing of the agreement or plan of organization which will result in a COC and during which the Executive will be required to make certain elections described in this Agreement.

Article 2. Obligations of Executive

2.1

Continuing Employment.    Executive agrees that in the event of any threat or occurrence of or negotiation or other action that could reasonably lead to, or create the possibility of a Change of Control Event, Executive shall not voluntarily leave the employ of CH2M HILL without Good Reason for a period of thirty (30) calendar days following the Change of Control Event unless CH2M HILL or successor specifically agrees otherwise

2.2

Assistance with Transition.    The Executive agrees that in the event of termination (by the Executive voluntarily or by CH2M HILL or successor subsequent to the Change of Control Event, but not in case of a Constructive Termination) he/she shall act diligently to assist CH2M HILL or successor with transition of his/her responsibilities to another executive designated by CH2M HILL or successor. Such assistance obligation shall not extend beyond thirty (30) calendar days after the Date of Termination and shall be limited in scope to tasks and consultations necessary for orderly transition and shall not unduly burden the Executive or interfere in any way whatsoever in his/her pursuits of alternative employment. All expenses of the Executive related to such assistance shall be promptly reimbursed by CH2M HILL or successor.

2.3

Confidentiality.    Executive agrees to hold in a fiduciary capacity for the benefit of CH2M HILL all secrets or confidential information, knowledge or data relating to CH2M HILL, any of its Subsidiaries and their respective businesses, which shall have been obtained by the Executive

during the Executive's employment by CH2M HILL or its Subsidiaries, and which shall not be or become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement). After termination of the Executive's employment with CH2M HILL, the Executive shall not, without the prior written consent of CH2M HILL or successor or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than CH2M HILL or successor and those designated by it.

2.4

In no event shall an asserted violation of the provisions of sections 2.2 or 2.3 constitute a basis for deferring or withholding any amounts otherwise payable to the Executive under this Agreement.

Article 3. Obligations of CH2M HILL and/or Successor

3.1

Payment on COC. The "COC Year" is defined for this article as the fiscal year in which a Change of Control Event occurs. At closing of the transaction resulting in the Change of Control Event or, if there is no such closing, within thirty (30) calendar days of the Change of Control Event becoming effective, CH2M HILL or successor shall pay to the Executive in immediately available funds, a lump sum cash amount equal to the sum of:

a.

Prior Year STI.    If not yet paid, the Executive's annual STI bonus due for the fiscal year immediately preceding the COC Year. To the extent that the STI amount due for such prior fiscal year has not yet been determined by the Board, the amount shall be deemed to be the target STI bonus designated for the Executive for that fiscal year; and

b.

Prior Year LTI.    If not yet paid, the Executive's LTI bonus due for the LTI period that terminates in the fiscal year immediately preceding the COC Year, calculated as provided in the LTI Plan; and

c.

Prior Year ELTI.    If not yet paid, the Executive's ELTI bonus due for the ELTI period that terminates in the fiscal year immediately preceding the COC year, calculated as provided in the ELTI Plan; and

d.

Pro-rata Current Year STI.    A pro rata portion, as of the date of COC, of Executive's annual STI bonus in an amount at least equal to:

(i)

the Executive's target STI bonus for the COC Year; multiplied by

(ii)

a fraction, the numerator of which is the number of days in the COC Year through the date when COC becomes effective and the denominator of which is three hundred sixty-five (365).

e.

Pro-rata Current LTI.    A pro-rata portion, as of the date of COC, of Executive's LTI bonus payouts for open bonus periods that include the COC Year, calculated as provided in the LTI Plan; and

f.

Pro-rata Current ELTI.    A pro-rata portion, as of the date of COC, of Executive's ELTI bonus payouts for open bonus periods that include the COC year, calculated as provided in the ELTI Plan; and

g.

Deferred Compensation.    Pursuant to a written election of the Executive during the Window Period selecting such payment, any compensation previously deferred by Executive other than pursuant to a tax-qualified plan (together with any interest and earnings thereon) and any accrued vacation, in each case to the extent not yet paid for all amounts deferred or accrued prior to October 3, 2004, and the earnings credited thereto.

If no amount is paid with respect to this paragraph (g) in connection with the COC, then the deferred compensation described in this paragraph (g) shall continue to be administered in accordance with the terms of the applicable deferred compensation plans or programs and the existing elections of the Executive under such plans or programs. Unless the Executive agrees otherwise, CH2M HILL or successor shall establish separate rabbi trusts or a separate

structure within its existing rabbi trusts to fund CH2M HILL's or successor's obligations to the Executive with respect to such unpaid deferred compensation.

h.

Offsets.    Any amounts paid under paragraphs (a) through (f) immediately above shall be a respective offset to any amounts remaining to be paid to the Executive for the COC Year, in the case of the STI bonus, and for the open bonus periods that include the COC Year, in the case of the LTI bonus and the ELTI bonus. In no event shall the Executive be required to return all or any portion of payments under paragraphs (a) through (f) above.

3.2

Treatment of Stock Options, SARs, VARs, Stock and SVEU Holdings. At closing of the transaction resulting in the Change of Control Event or, if there is no such closing, within thirty (30) calendar days of Change of Control Event becoming effective, CH2M HILL or successor shall cause the following:

a.

Vesting.    With respect to any Stock Options, SARs, VARs, Stock, Phantom Stock, SVEUs, ISVEUs and instruments tied directly or indirectly to the value of Stock, held by the Executive on the date COC becomes effective, (i) cancellation of all restrictions on awards of restricted Stock, Phantom Stock or ISVEUs and (ii) full and immediate vesting (to the extent not already vested) of, and application of immediate exerciseability or unrestricted redemption rights with respect to, all outstanding Stock Options, SARs, VARs, SVEUs, ISVEUs and other stock-based awards. The period for exercising Stock Options shall be extended by ninety (90) calendar days following the date when COC becomes effective.

b.

Redemption.    To the extent such awards are not subject to Section 409A, the redemption of all Phantom Stock, SARs, SVEUs and ISVEUs of the Executive at the greater of (i) the price per share of Stock which was paid to secure the COC or (ii) the Stock price in effect immediately prior to the Change of Control Event.

c.

Cashout.    Provided that at the time immediately prior to COC, Stock does not have a public market and continues to be traded through a CH2M HILL internal market or equivalent, CH2M HILL or successor shall cash out the Executive's Stock and Stock Option holdings at the greater of (i) the price per share of Stock which was paid to secure the COC or (ii) the Stock price in effect immediately prior to the Change of Control Event.

3.3

Payment on COC Termination.    If during the COC Period the Executive terminates employment with CH2M HILL for Good Reason, or if CH2M HILL or successor terminates the employment of Executive (actually or through Constructive Termination) other than

(w)

for Cause; or



(x)

as a result of Executive's death; or



(y)

due to Executive's absence from Executive's duties with CH2M HILL or successor on a full-time basis for at least one hundred eighty (180) consecutive days as a result of Executive's incapacity due to physical or mental illness; or



(z)

as a result of Executive's mandatory retirement (not including any mandatory early retirement) in accordance with CH2M HILL's or successor's retirement policy generally applicable to its salaried employees of responsibilities and rank similar to the Executive's as in effect immediately prior to the Change of Control Event, or in accordance with any retirement arrangement established with respect to Executive with Executive's written consent;

then, CH2M HILL or successor shall pay to Executive within thirty (30) calendar days following the Date of Termination, as compensation for services rendered to CH2M HILL and/or successor, in immediately available funds:

a.

Salary.    Executive's base salary, accrued vacation, and any accrued compensation previously deferred by Executive other than pursuant to a tax-qualified plan (together with any interest and earnings thereon), through the Date of Termination, in each case to the extent not yet paid; plus

b.

Severance.    A lump-sum severance amount equal to 2.99 times:



(i)

Executive's highest annual rate of base salary in effect during the twelve (12) month period prior to the Date of Termination, plus

(ii)

Executive's target STI bonus for the fiscal year in which Executive's Date of Termination occurs.



c.

Continuation of Benefits.    In addition to severance payment listed above, CH2M HILL or successor shall continue to provide, for a period equal to the period the Executive would be entitled to continuation coverage under a group health plan of CH2M HILL under Code §4980B following the Date of Termination but in no event after Executive's attainment of age sixty-five (65), Executive (and Executive's dependents if applicable) with the same level of medical, dental, benefits and through the end of the last day of the second taxable year of CH2M HILL following the Date of Terminations for accident, disability, life insurance and any other similar welfare benefits in place as of the Date of Termination upon substantially the same terms and conditions (including contributions required by the Executive for such benefits) as existed immediately prior to Executive's Date of Termination (or, if more favorable to Executive, as such benefits and terms and conditions existed immediately prior to the COC); provided that, if Executive cannot continue to participate in CH2M HILL's or successor plans providing such benefits, CH2M HILL or successor shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted. Notwithstanding the foregoing, in the event Executive becomes employed with another employer and becomes eligible to receive welfare benefits from such employer, the welfare benefits described herein shall be secondary to such benefits during the period of Executive's eligibility, but only to the extent that CH2M HILL or successor reimburses Executive for any increased cost and provides any additional benefits necessary to give Executive the benefits provided hereunder.



d.

Vesting in Retirement Plans.    On the Date of Termination, all amounts contributed by CH2M HILL for the account of the Executive pursuant to CH2M HILL's retirement plans, including the Defined Contribution Pension Plan, Deferred Compensation Retirement Plan, Employee Stock Plan and Tax-Deferred Savings Plan (401(k)), or successor's equivalents, shall fully vest, and the Executive will be paid in cash an amount equal to all CH2M HILL or successor contributions that would have been made by CH2M HILL or successor during the entire COC Period assuming the company paid the contributions at rates comparable to those in the two years preceding the Date of Termination; provided that if full vesting in the CH2M HILL retirement plans would violate applicable provisions of the plans or the Code, the Executive will be paid in cash an amount equal to the amount forfeited by the Executive in such retirement plans.



e.

Cashout.    Amounts due from the cashout or redemption of all Executive's Stock, Stock Options, Phantom Stock, SARs, SVEUs, and ISVEUs if any, not otherwise cashed out or redeemed pursuant to sections 3.2(b) and (c) and/or obtained thereafter, at the price per share of Stock which was paid to secure the COC.



f.

Section 409A.    Anything in this Agreement to the contrary notwithstanding, if (A) on the date of termination of Executive's employment with CH2M HILL or a subsidiary, any of CH2M HILL's stock is publicly traded on an established securities market or otherwise, (B) the Executive is determined to be a Specified Employee", (C) the payments exceed the amounts permitted to be paid pursuant to Treasury Regulations section 1.409A-1(b)(9)(iii) and (D) such delay is required to avoid the imposition of the tax set forth in Section 409A as a result of such termination, the Executive would receive any payment that, absent the application of this Section 3(f), would be subject to interest and additional tax imposed pursuant to Section 409A as a result of the application of Section 409A, then no such payment shall be payable prior to the date that is the earliest of (1) 6 months and 1 day after the Executive's termination date, (2) the Executive's death or (3) such other date as will cause

such payment not to be subject to such interest and additional tax (with a catch-up payment equal to the sum of all amounts that have been delayed to be made as of the date of the initial payment). It is the intention of CH2M HILL and the Executive that payments or benefits payable under this Agreement not be subject to the additional tax imposed pursuant to Section 409A. To the extent such potential payments or benefits could become subject to such Section, CH2M HILL and the Executive shall cooperate to structure the payments with the goal of giving the Executive the economic benefits described herein in a manner that does not result in such tax being imposed.

3.4

Greatest Net Benefit.    Anything in this Agreement to the contrary notwithstanding, in the event that the Executive determines (at his/her expense) that the receipt of any payments hereunder would subject the Executive to tax under Code §4999 or a successor provision, CH2M HILL or successor shall reduce the payment due to the Executive hereunder to the extent necessary, if at all, so that the net (after tax) benefit of the payments to the Executive is maximized. In order to comply with Section 409A, the reduction or elimination will be performed in the order in which each dollar of value subject to an Award reduces the parachute payment for purposes of Code §280G to the greatest extent.

3.5

Assignment of Agreement.    Concurrently with any Change of Control, CH2M HILL shall cause any successor or transferee unconditionally to assume, by written instrument delivered to Executive (or his beneficiary or estate), all of the obligations of CH2M HILL hereunder. Failure of CH2M HILL to obtain such assumption prior to the effectiveness of any such Change of Control shall be a breach of this Agreement and shall constitute Good Reason entitling the Executive to resign, within thirty (30) calendar days of consummation of such Change of Control, and receive compensation hereunder.

Article 4. Withholding Taxes

CH2M HILL or successor may withhold from all payments due to Executive (or his beneficiary or estate) hereunder all taxes which, by applicable federal, state, local or other law, CH2M HILL or successor is required to withhold therefrom.

Article 5. Term and Termination

5.1	a.	This Agreement replaces and supercedes all COC agreements the Executive holds with CH2M HILL as of the Effective Date. Execution of this Agreement constitutes notice and acceptance of termination (including any requisite waivers of notice periods for such termination) of all outstanding COC agreements.
	b.	Term.    This Agreement shall be effective as of the Effective Date and shall continue in effect for twelve (12) months thereafter. The Agreement shall automatically renew for an indefinite number of twelve (12) months consecutive terms unless and until CH2M HILL provides the Executive with written notice of cancellation of the Agreement at least thirty (30) calendar days prior to such automatic renewal. Notwithstanding the delivery of any such cancellation notice, however, this Agreement shall continue in effect until the end of the COC Period, if the COC shall have occurred during the term of this Agreement or within six months following the termination date stated in the cancellation notice.

5.2

Termination.    This Agreement shall terminate upon:

a.

Termination prior to COC.    Termination of Executive's employment with CH2M HILL prior to a Change of Control Event (except as otherwise provided in section 1.3(d) above);

b.

Termination after COC.

(i)

Executive's termination of his/her employment with CH2M HILL for any reason except for Good Reason;

(ii)

Termination of Executive employment by CH2M HILL or successor for Cause;



(iii)

Termination of Executive employment as a result of his/her death;



(iv)

Absence, as outlined in section 3.3; or



(v)

Retirement, as outlined in section 3.3;



c.

The end of the COC Period; or



d.

Cancellation in accordance with section 5.1.

Article 6. Agreement Survives Changes of Control

6.1

This Agreement shall not be terminated by any Change of Control. In the event of any Change of Control, the provisions of this Agreement shall be binding upon the surviving or resulting corporation. If the person or entity to which such assets are transferred has not agreed to be bound by the provisions of this Agreement, this Agreement will continue to be binding upon CH2M HILL.

6.2

This Agreement shall inure to the benefit of and be enforceable by Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive shall die while any amounts would be payable to Executive hereunder had Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to such person or persons appointed in writing by Executive to receive such amounts or, if no person is so appointed, to Executive's estate.

Article 7. Full Settlement

CH2M HILL's or successor's obligation to make payments provided for in this Agreement and otherwise to perform its obligations hereunder shall be in lieu and in full settlement of all other separation payments to Executive under any previous severance or employment agreement between the Executive and CH2M HILL or a successor, and, with respect to amounts payable in connection with a termination of employment within the COC Period, such agreements shall be null and void. In addition, payments made under Section 3.1 and 3.2 shall be in full settlement of the compensation and benefit obligations to which the payments relate under the plan, program or agreement under which such promises, awards or grants were made. As a condition of payment of amounts due the Executive under this Agreement in connection with a termination of employment, the Executive shall be required to execute a Release and Settlement Agreement within 30 days of his/her termination of employment, in the form reasonably determined by CH2M HILL or successor, in which the Executive shall acknowledge satisfaction of CH2M HILL's or successor's obligations under this Agreement and such programs, plans, and agreements under which such promises, awards or grants were made.

Article 8. Employment With Subsidiaries

Employment with CH2M HILL for purposes of this Agreement shall include employment with any Subsidiary or successors in interest of CH2M HILL.

Article 9. Miscellaneous

9.1

Mitigation.    In no event shall Executive be obligated to seek other employment or take other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement and, except as provided in section 3.4, such amounts shall not be reduced whether or not Executive obtains other employment.

9.2

Setoff.    CH2M HILL's or successor's obligations hereunder shall not be affected by any setoff, counterclaim, recoupment, defense or other claim, right or action that CH2M HILL or successor may have against Executive or others.

9.3

Governing Law; Validity.    The interpretation, construction and performance of this agreement shall be governed by and construed and enforced in accordance with the internal laws of the state of Colorado without regard to the principle of conflicts of laws. The invalidity or unenforceability of any provision of this agreement shall not affect the validity or enforceability of any other provision of this agreement, which other provisions shall remain in full force and effect.

9.4

Counterparts.    This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

9.5

Indemnification and Reimbursement of Expenses.    If any contest or dispute shall arise under this Agreement involving termination of Executive's employment with CH2M HILL or successor or involving the failure or refusal of CH2M HILL or successor to perform fully in accordance with the terms hereof, CH2M HILL or successor shall, to the fullest extent permitted by law, indemnify and reimburse Executive for all legal fees and expenses incurred by Executive in connection with such contest or dispute (regardless of the lack of finality or the result thereof), within thirty (30) calendar days of receipt of evidence thereof, together with interest in an amount equal to the prime rate published in the Wall Street Journal, but in no event higher than the maximum legal rate permissible under applicable law, such interest to accrue from the end of such 30 day period through the date of payment thereof. To the extent that a final order subject to no further appeal determines that all or any part of the position taken by Executive was frivolous or advanced in bad faith, the court shall order the Executive to repay an amount to CH2M HILL or its successor as the court shall equitably determine.

9.6

Waivers.    No provision of this Agreement may be modified or waived unless such modification or waiver is agreed to in writing and signed by Executive and by a duly authorized officer of CH2M HILL or successor. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. Failure by Executive or CH2M HILL or successor to insist upon strict compliance with any provision of this Agreement or to assert any right Executive or CH2M HILL or successor may have hereunder, including without limitation, the right of Executive to terminate employment for Good Reason, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

9.7.

Notice.

a.

For purposes of this Agreement, all notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered or five (5) business days after deposit in the U.S. mail, certified and return receipt requested, postage prepaid, addressed as follows:

If to the Executive:	Nancy R. Tuor 16 Mountain Laurel Drive Littleton, CO 80127
If to CH2M HILL:	CH2M HILL Companies, Ltd. or successor 9191 South Jamaica Street Englewood, CO 80112 Attn: Corporate Secretary

or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

b.

A written notice of Executive's Date of Termination by CH2M HILL or Executive, as the case may be, to the other, shall:



(i)

indicate the specific termination provision in this Agreement relied upon;

(ii)

to the extent applicable, set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive's employment under the provision so indicated; and



(iii)

specify the termination date (which date shall be not less than fifteen (15) nor more than sixty (60) calendar days after the giving of such notice).


The failure by Executive or CH2M HILL or successor to set forth in such notice any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of Executive or CH2M HILL or successor hereunder or preclude Executive or CH2M HILL or successor from asserting such fact or circumstance in enforcing Executive's or CH2M HILL's or successor's rights hereunder.

9.8.

Section 409A.    With respect to payments under this Agreement, for purposes of Section 409A, each severance payment and reimbursement payment will be considered one of a series of separate payments.

IN WITNESS WHEREOF, CH2M HILL has caused this Agreement to be executed by a duly authorized officer of CH2M HILL and Executive has executed this Agreement as of the day and year first above written.

CH2M HILL COMPANIES, LTD.		EXECUTIVE
By:	/s/ M. Catherine Santee M. Catherine Santee, Chief Financial Officer and Secretary	/s/ Nancy R. Tuor Name: Nancy R. Tuor

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Exhibit 10.18

EX-14.1

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Exhibit 14.1

Ethics Code for Executive and Financial Officers

CH2M HILL Companies, Ltd. has adopted this Executive and Financial Officers' Code of Ethics to

•

promote accurate financial reporting;

•

enhance accountability for our financial disclosures to shareholders and other stakeholders; and

•

deter wrongdoing.

This Code applies to CH2M HILL's Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, senior operational leaders such as Division [and Business Group] Presidents, Treasurer, Division and Business Group financial managers, and other employees performing similar functions who have been identified by the Chief Financial Officer, in his/her discretion, from time to time because their roles directly relate to CH2M HILL's financial reporting (the "Covered Executives").

By signing below, each Covered Executive agrees to:

•

Act honestly and ethically in the performance of his/her duties at CH2M HILL;

•

Avoid personal and organizational conflicts of interest whenever possible, and fully disclose all potential conflicts of interest to her/his supervisor and CH2M HILL's General Counsel (when applicable);

•

Provide comprehensive, fair, accurate, and timely disclosure of CH2M HILL's business and financial conditions in support of all financial communications and reports that CH2M HILL makes to the public, including reports to shareholders and filings that it submits to the US Federal Securities and Exchange commission and other similar regulatory organizations in jurisdictions where CH2M HILL's shares are registered;

•

Comply with rules and regulations of all national, federal, state, provincial, and local governments and other private and public regulatory agencies that affect the conduct of CH2M HILL's business and financial reporting in all jurisdictions where CH2M HILL does business, but only with respect to those laws and regulations which apply to the part of our business for which the Covered Executive and/or his/her direct reports are responsible;

•

Act in good faith, responsibly, with due care, competence and diligence, making every reasonable effort to make sure that material facts are not misrepresented in CH2M HILL's disclosures to shareholders and stakeholders;

•

Engage in open discussion with senior management about any material disagreements where his/her independent judgment on issues of financial reporting or disclosure does not align with that of other responsible parties;

•

Respect the confidentiality of information acquired in the course of work at CH2M HILL, except when authorized or legally obligated to disclose such information;

•

Share knowledge and maintain skills relevant to carrying out his/her duties at CH2M HILL;

•

Consistently interact with others on the basis of highest ethical principles;

•

Strive to use responsibly all CH2M HILL's assets and resources entrusted to his/her care;

•

Promptly bring to the attention of the General Counsel any information of which he/she become aware concerning



(a)

significant deficiencies in the design or operation of internal controls which could adversely affect CH2M HILL's ability to record, process, summarize and report financial data;



(b)

any fraud that involves a Covered Executive or any other member of CH2M HILL leadership team; and

(c)

violations of this Code.

The obligations under this Code supplement, but do not replace, the obligations that all CH2M HILL employees have under our Employee Ethics & Business Conduct Policy or any other applicable code of conduct or ethics policy. Waivers of Covered Executives' obligations under this Code may be obtained from CH2M HILL Audit Committee of the Board of Directors only. Such waivers are subject to public disclosure.

Accepted and Agreed,

Employee Date

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Ethics Code for Executive and Financial Officers

EX-21.1

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Exhibit 21.1

Subsidiaries of CH2M HILL Companies, Ltd.

1.

Operations Management International Inc., a California corporation

2.

CH2M HILL, Inc., a Florida corporation

3.

CH2M HILL Hanford, Inc., a Washington corporation

4.

CH2M HILL Engineers, Inc., a Delaware corporation

5.

CH2M HILL Constructors, Inc., a Delaware corporation

6.

CH2M HILL International, Ltd., a Delaware corporation

7.

CH2M HILL Alaska, Inc., an Alaskan company

8.

CH2M HILL Canada, Inc., a Canadian corporation

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Subsidiaries of CH2M HILL Companies, Ltd.

EX-23.1

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
CH2M HILL Companies, Ltd.:

        We consent to the incorporation by reference in the registration statement (No. 333-148101) on Form S-4 and in the registration statement (No. 333-113160) on Form S-8 of CH2M HILL Companies, Ltd. and subsidiaries (the Company) of our reports dated February 25, 2010, with respect to the consolidated balance sheets of the Company as of December 31, 2009 and 2008, and the related consolidated statements of income, shareholders' equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2009, and the effectiveness of internal control over financial reporting as of December 31, 2009, which reports appear in the December 31, 2009 annual report on Form 10-K of the Company.

        Our report on the consolidated financial statements of the Company refers to the Company's adoption of new accounting standards relating to noncontrolling interests in consolidated financial statements on January 1, 2009; employers' accounting for defined benefit pension and other postretirement plans on December 31, 2007; and accounting for uncertainty in income taxes on January 1, 2007.

KPMG LLP

Denver, Colorado
February 25, 2010

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Consent of Independent Registered Public Accounting Firm

EX-24.1

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Exhibit 24.1

POWER OF ATTORNEY

Each person whose signature appears below does hereby make, constitute and appoint each of, Lee A. McIntire, M. Catherine Santee, JoAnn Shea or Margaret B. McLean, as such person's true and lawful attorney-in-fact and agent, with full power of substitution, resubstitution and revocation to execute, deliver and file with the Securities and Exchange Commission or securitiers registration agencies in foreign countries, including but not limited to: Argentina, Australia, Brazil, Canada, Ireland, Mexico, Poland, the United Arab Emirates and the United Kingdom, for and on such person's behalf, and in any and all capacities,

1.

A Registration Statement on Form S-8, S-4, S-3 or S-1, any and all amendments (including post-effective amendments) thereto and any abbreviated registration statements in connection with this Registration Statement pursuant to the Securities Act of 1933, with all exhibits thereto and other documents in connection therewith or foreign jurisdiction equivalent registration statements; and

2.

An Annual Report on Form 10-K, any and all amendments (including post-effective amendments) thereto with all exhibits thereto and other documents in connection therewith, or foreign jurisdiction equivalent reports and statements,

granting unto said attorneys-in fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or such person's substitute or substitutes may lawfully do or cause to be done by virtue hereof.

/s/ LEE A. MCINTIRE Lee A. McIntire	February 9, 2010
/s/ M. CATHERINE SANTEE M. Catherine Santee	February 12, 2010
/s/ ROBERT W. BAILEY Robert W. Bailey	February 10, 2010
/s/ ROBERT G. CARD Robert G. Card	February 8, 2010
/s/ WILLIAM T. DEHN William T. Dehn	February 11, 2010
/s/ JERRY D. GEIST Jerry D. Geist	February 12, 2010
/s/ GARRY M. HIGDEM Garry M. Higdem	February 11, 2010
/s/ CHAD O. HOLLIDAY Chad O. Holliday	February 13, 2010

/s/ DAVID B. PRICE David B. Price	February 11, 2010
/s/ JACQUELINE C. RAST Jacqueline C. Rast	February 11, 2010
/s/ MICHAEL A. SZOMJASSY Michael A. Szomjassy	February 11 , 2010
/s/ NANCY R. TUOR Nancy R. Tuor	February 9, 2010
/s/ BARRY L. WILLIAMS Barry L. Williams	February 11, 2010

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Exhibit 24.1

POWER OF ATTORNEY

EX-31.1

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Exhibit 31.1

CERTIFICATION

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Lee A. McIntire, Chief Executive Officer of CH2M HILL Companies, Ltd., certify that:

1.

I have reviewed this annual report on Form 10-K of CH2M HILL Companies, Ltd.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 25, 2010

/s/ LEE A. MCINTIRE
Lee A. McIntire
Chief Executive Officer

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CERTIFICATION Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EX-31.2

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Exhibit 31.2

CERTIFICATION

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, M. Catherine Santee, Chief Financial Officer of CH2M HILL Companies, Ltd., certify that:

1.

I have reviewed this annual report on Form 10-K of CH2M HILL Companies, Ltd.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)

disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 25, 2010

/s/ M. CATHERINE SANTEE
M. Catherine Santee
Chief Financial Officer

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CERTIFICATION Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EX-32.1

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Exhibit 32.1

CERTIFICATION

PURSUANT TO RULE 13A-14(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE (18 U.S.C. SECTION 1350)

        In connection with the Annual Report of CH2M HILL Companies, Ltd. (the "Company") on Form 10-K for the annual period ended December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Lee A. McIntire, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350 as adopted by Section 906 of the Sarbanes-Oxley Act of 2002 that to the best of my knowledge:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Exchange Act as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Report.

/s/ LEE A. MCINTIRE
Lee A. McIntire
Chief Executive Officer

February 25, 2010

        This certification "accompanies" the Report to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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CERTIFICATION PURSUANT TO RULE 13A-14(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE (18 U.S.C. SECTION 1350)

EX-32.2

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Exhibit 32.2

CERTIFICATION

PURSUANT TO RULE 13A-14(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE (18 U.S.C. SECTION 1350)

        In connection with the Annual Report of CH2M HILL Companies, Ltd. (the "Company") on Form 10-K for the annual period ended December 31, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, M. Catherine Santee, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350 as adopted by Section 906 of the Sarbanes-Oxley Act of 2002 that to the best of my knowledge:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Exchange Act as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Report.

/s/ M. CATHERINE SANTEE
M. Catherine Santee
Chief Financial Officer

February 25, 2010

        This certification "accompanies" the Report to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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CERTIFICATION PURSUANT TO RULE 13A-14(B) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE (18 U.S.C. SECTION 1350)