Condensed Consolidating Financial Information (Tables)

6 Months Ended

Mar. 31, 2016

Condensed Consolidating Financial Information

Schedule of Condensed Consolidating Balance Sheets

Condensed Consolidating Balance Sheets

(unaudited — in millions)

March 31, 2016

	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Total
ASSETS
CURRENT ASSETS:
Total cash and cash equivalents	$	1.8	$	145.8	$	522.2	$	—		$	669.8
Accounts receivable - net	—		2,145.0		2,656.2		—			4,801.2
Intercompany receivable	815.7		110.9		134.7		(1,061.3		)	—
Prepaid expenses and other current assets	129.5		345.4		296.5		—			771.4
Income taxes receivable	9.2		—		34.3		—			43.5

TOTAL CURRENT ASSETS	956.2		2,747.1		3,643.9		(1,061.3		)	6,285.9
PROPERTY AND EQUIPMENT - NET	115.1		230.2		251.6		—			596.9
DEFERRED TAX ASSETS - NET	88.4		41.4		48.5		(51.5		)	126.8
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES	6,586.7		1,139.5		69.9		(7,796.1		)	—
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES	0.8		50.8		295.5		—			347.1
GOODWILL	—		3,290.2		2,495.4		—			5,785.6
INTANGIBLE ASSETS - NET	—		376.2		156.5		—			532.7
OTHER NON - CURRENT ASSETS	79.3		67.2		167.7		—			314.2

TOTAL ASSETS	$	7,826.5	$	7,942.6	$	7,129.0	$	(8,908.9	)	$	13,989.2


LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Short-term debt	$	4.0	$	—	$	6.5	$	—		$	10.5
Accounts payable	31.2		907.8		953.5		—			1,892.5
Accrued expenses and other current liabilities	229.5		1,122.6		1,027.7		—			2,379.8
Intercompany payable	99.2		901.0		217.8		(1,218.0		)	—
Billings in excess of costs on uncompleted contracts	—		228.3		417.4		—			645.7
Current portion of long-term debt	105.3		203.4		23.3		—			332.0

TOTAL CURRENT LIABILITIES	469.2		3,363.1		2,646.2		(1,218.0		)	5,260.5
OTHER LONG-TERM LIABILITIES	102.9		323.2		475.6		—			901.7
DEFERRED TAX LIABILITY - NET	—		—		84.1		(51.5		)	32.6
NOTE PAYABLE INTERCOMPANY - NON CURRENT	—		—		657.1		(657.1		)	—
LONG-TERM DEBT	3,805.9		292.2		32.0		—			4,130.1

TOTAL LIABILITIES	4,378.0		3,978.5		3,895.0		(1,926.6		)	10,324.9
TOTAL AECOM STOCKHOLDERS’ EQUITY	3,448.5		3,964.1		3,028.1		(6,982.3		)	3,458.4
Noncontrolling interests	—		—		205.9		—			205.9

TOTAL STOCKHOLDERS’ EQUITY	3,448.5		3,964.1		3,234.0		(6,982.3		)	3,664.3

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	7,826.5	$	7,942.6	$	7,129.0	$	(8,908.9	)	$	13,989.2

Condensed Consolidating Balance Sheets

(in millions)

September 30, 2015

	Parent		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Total
ASSETS
CURRENT ASSETS:
Total cash and cash equivalents	$	1.3	$	162.5	$	520.1	$	—		$	683.9
Accounts receivable—net	—		2,165.5		2,675.9		—			4,841.4
Intercompany receivable	771.3		187.3		262.7		(1,221.3		)	—
Prepaid expenses and other current assets	36.7		127.4		224.9		—			389.0
Income taxes receivable	68.7		—		12.5		—			81.2
Deferred tax assets—net	36.6		—		276.9		(62.9		)	250.6

TOTAL CURRENT ASSETS	914.6		2,642.7		3,973.0		(1,284.2		)	6,246.1
PROPERTY AND EQUIPMENT—NET	93.4		240.0		365.9		—			699.3
DEFERRED TAX ASSETS—NET	27.1		—		7.3		(34.4		)	—
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES	6,739.4		1,343.7		67.4		(8,150.5		)	—
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES	0.8		73.4		247.4		—			321.6
GOODWILL	—		3,291.1		2,529.6		—			5,820.7
INTANGIBLE ASSETS—NET	—		459.4		200.0		—			659.4
OTHER NON-CURRENT ASSETS	88.7		26.8		151.7		—			267.2

TOTAL ASSETS	$	7,864.0	$	8,077.1	$	7,542.3	$	(9,469.1	)	$	14,014.3


LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Short-term debt	$	2.3	$	—	$	0.5	$	—		$	2.8
Accounts payable	28.0		834.1		991.9		—			1,854.0
Accrued expenses and other current liabilities	229.5		1,001.6		936.7		—			2,167.8
Intercompany payable	119.9		960.3		319.8		(1,400.0		)	—
Billings in excess of costs on uncompleted contracts	—		255.7		398.2		—			653.9
Deferred tax liability — net	—		62.9		—		(62.9		)	—
Current portion of long-term debt	105.6		24.5		27.5		—			157.6

TOTAL CURRENT LIABILITIES	485.3		3,139.1		2,674.6		(1,462.9		)	4,836.1
OTHER LONG-TERM LIABILITIES	63.6		299.5		507.6		—			870.7
DEFERRED TAX LIABILITY — NET	—		122.6		141.9		(34.4		)	230.1
NOTE PAYABLE INTERCOMPANY—NON CURRENT	—		—		669.1		(669.1		)	—
LONG-TERM DEBT	3,914.0		482.7		49.8		—			4,446.5

TOTAL LIABILITIES	4,462.9		4,043.9		4,043.0		(2,166.4		)	10,383.4
TOTAL AECOM STOCKHOLDERS’ EQUITY	3,401.1		4,033.2		3,276.1		(7,302.7		)	3,407.7
Noncontrolling interests	—		—		223.2		—			223.2

TOTAL STOCKHOLDERS’ EQUITY	3,401.1		4,033.2		3,499.3		(7,302.7		)	3,630.9

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	7,864.0	$	8,077.1	$	7,542.3	$	(9,469.1	)	$	14,014.3

Schedule of Condensed Consolidating Statements of Operations

Condensed Consolidating Statements of Operations

(unaudited - in millions)

	For the three months ended March 31, 2016
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Revenue	$	—		$	2,357.7		$	2,032.4		$	(8.9	)	$	4,381.2

Cost of revenue	—			2,214.1			1,992.6			(8.9		)	4,197.8

Gross profit	—			143.6			39.8			—			183.4

Equity in earnings from subsidiaries	125.1			(19.8		)	0.8			(106.1		)	—
Equity in earnings of joint ventures	—			7.2			31.9			—			39.1
General and administrative expenses	(29.4		)	(0.1		)	—			—			(29.5		)
Acquisition and integration expenses	(50.7		)	—			—			—			(50.7		)
Loss on disposal activities	—			—			(1.6		)	—			(1.6		)

Income (loss) from operations	45.0			130.9			70.9			(106.1		)	140.7

Other income	2.2			8.9			(0.9		)	(9.4		)	0.8
Interest expense	(55.9		)	(5.4		)	(10.8		)	9.4			(62.7		)

(Loss) income before income tax (benefit) expense	(8.7		)	134.4			59.2			(106.1		)	78.8

Income tax (benefit) expense	(50.6		)	66.2			(4.3		)	0.9			12.2

Net income (loss)	41.9			68.2			63.5			(107.0		)	66.6
Noncontrolling interest in income of consolidated subsidiaries, net of tax	—			—			(24.7		)	—			(24.7		)

Net income (loss) attributable to AECOM	$	41.9		$	68.2		$	38.8		$	(107.0	)	$	41.9

	For the three months ended March 31, 2015
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Revenue	$	—		$	2,373.7		$	2,305.0		$	(172.5	)	$	4,506.2

Cost of revenue	—			2,330.5			2,245.0			(172.5		)	4,403.0

Gross profit	—			43.2			60.0			—			103.2

Equity in earnings from subsidiaries	94.4			(14.1		)	0.8			(81.1		)	—
Equity in earnings of joint ventures	—			10.3			14.4			—			24.7
General and administrative expenses	(28.1		)	(1.7		)	—			—			(29.8		)
Acquisition and integration expenses	(69.4		)	(22.2		)	—			—			(91.6		)

(Loss) income from operations	(3.1		)	15.5			75.2			(81.1		)	6.5

Other income	—			9.1			(0.9		)	(9.2		)	(1.0		)
Interest expense	(52.3		)	(4.8		)	(12.8		)	9.2			(60.7		)

(Loss) income before income tax (benefit) expense	(55.4		)	19.8			61.5			(81.1		)	(55.2		)

Income tax (benefit) expense	(55.6		)	14.7			29.3			(64.2		)	(75.8		)

Net income (loss)	0.2			5.1			32.2			(16.9		)	20.6
Noncontrolling interests in income of consolidated subsidiaries, net of tax	—			—			(20.3		)	—			(20.3		)

Net income (loss) attributable to AECOM	$	0.2		$	5.1		$	11.9		$	(16.9	)	$	0.3

Condensed Consolidating Statements of Operations

(unaudited - in millions)

	For the six months ended March 31, 2016
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Revenue	$	—		$	4,594.0		$	4,126.6		$	(41.7	)	$	8,678.9

Cost of revenue	—			4,396.6			3,999.7			(41.7		)	8,354.6

Gross profit	—			197.4			126.9			—			324.3

Equity in earnings from subsidiaries	180.0			(60.1		)	1.6			(121.5		)	—
Equity in earnings of joint ventures	—			11.7			52.6			—			64.3
General and administrative expenses	(57.0		)	(1.2		)	—			—			(58.2		)
Acquisition and integration expenses	(91.7		)	—			—			—			(91.7		)
Loss on disposal activities	—			—			(42.6		)	—			(42.6		)

Income (loss) from operations	31.3			147.8			138.5			(121.5		)	196.1

Other income	3.0			17.8			1.6			(18.6		)	3.8
Interest expense	(109.2		)	(11.1		)	(20.5		)	18.6			(122.2		)

(Loss) income before income tax (benefit) expense	(74.9		)	154.5			119.6			(121.5		)	77.7

Income tax (benefit) expense	(96.4		)	84.3			9.9			13.7			11.5

Net income (loss)	21.5			70.2			109.7			(135.2		)	66.2
Noncontrolling interest in income of consolidated subsidiaries, net of tax	—			—			(44.7		)	—			(44.7		)

Net income (loss) attributable to AECOM	$	21.5		$	70.2		$	65.0		$	(135.2	)	$	21.5

	For the six months ended March 31, 2015
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Revenue	$	—		$	4,410.4		$	4,573.6		$	(267.3	)	$	8,716.7

Cost of revenue	—			4,286.9			4,459.1			(267.3		)	8,478.7

Gross profit	—			123.5			114.5			—			238.0

Equity in earnings from subsidiaries	120.0			(13.5		)	2.2			(108.7		)	—
Equity in earnings of joint ventures	—			8.3			40.3			—			48.6
General and administrative expenses	(61.1		)	(3.0		)	—			—			(64.1		)
Acquisition and integration expenses	(185.3		)	(44.8		)	—			—			(230.1		)

(Loss) income from operations	(126.4		)	70.5			157.0			(108.7		)	(7.6		)

Other income	0.9			17.6			—			(16.9		)	1.6
Interest expense	(165.7		)	(9.5		)	(21.1		)	16.9			(179.4		)

(Loss) income before income tax (benefit) expense	(291.2		)	78.6			135.9			(108.7		)	(185.4		)

Income tax (benefit) expense	(152.4		)	30.0			33.1			1.4			(87.9		)

Net (loss) income	(138.8		)	48.6			102.8			(110.1		)	(97.5		)
Noncontrolling interests in income of consolidated subsidiaries, net of tax	—			—			(41.2		)	—			(41.2		)

Net (loss) income attributable to AECOM	$	(138.8	)	$	48.6		$	61.6		$	(110.1	)	$	(138.7	)

Schedule of Consolidating Statements of Comprehensive Income (Loss)

Consolidating Statements of Comprehensive Income (Loss)

(unaudited - in millions)

	For the three months ended March 31, 2016
	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Total
Net income (loss)	$	41.9		$	68.2	$	63.5		$	(107.0	)	$	66.6
Other comprehensive (loss) income, net of tax:
Net unrealized (loss) gain on derivatives, net of tax	(2.6		)	—		2.1			—			(0.5		)
Foreign currency translation adjustments	—			—		67.8			—			67.8
Pension adjustments, net of tax	0.6			—		5.9			—			6.5

Other comprehensive (loss) income, net of tax	(2.0		)	—		75.8			—			73.8

Comprehensive income (loss) net of tax	39.9			68.2		139.3			(107.0		)	140.4
Noncontrolling interests in comprehensive income of consolidated subsidiaries, net of tax	—			—		(24.8		)	—			(24.8		)

Comprehensive income (loss) attributable to AECOM, net of tax	$	39.9		$	68.2	$	114.5		$	(107.0	)	$	115.6

	For the three months ended March 31, 2015
	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Total
Net income (loss)	$	0.2		$	5.1	$	32.2		$	(16.9	)	$	20.6
Other comprehensive (loss) income, net of tax:
Net unrealized loss on derivatives, net of tax	(4.2		)	—		—			—			(4.2		)
Foreign currency translation adjustments	—			—		(109.5		)	—			(109.5		)
Pension adjustments, net of tax	1.0			—		4.8			—			5.8

Other comprehensive loss, net of tax	(3.2		)	—		(104.7		)	—			(107.9		)

Comprehensive (loss) income, net of tax	(3.0		)	5.1		(72.5		)	(16.9		)	(87.3		)
Noncontrolling interests in comprehensive income of consolidated subsidiaries, net of tax	—			—		(19.6		)	—			(19.6		)

Comprehensive (loss) income attributable to AECOM, net of tax	$	(3.0	)	$	5.1	$	(92.1	)	$	(16.9	)	$	(106.9	)

Consolidating Statements of Comprehensive Income (Loss)

(unaudited - in millions)

	For the six months ended March 31, 2016
	Parent		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Net income (loss)	$	21.5	$	70.2		$	109.7		$	(135.2	)	$	66.2
Other comprehensive income (loss), net of tax:
Net unrealized gain on derivatives, net of tax	1.3		—			3.5			—			4.8
Foreign currency translation adjustments	—		—			(29.9		)	—			(29.9		)
Pension adjustments, net of tax	1.2		(4.7		)	10.7			—			7.2

Other comprehensive income (loss), net of tax	2.5		(4.7		)	(15.7		)	—			(17.9		)

Comprehensive income (loss) net of tax	24.0		65.5			94.0			(135.2		)	48.3
Noncontrolling interests in comprehensive income of consolidated subsidiaries, net of tax	—		—			(43.1		)	—			(43.1		)

Comprehensive income (loss) attributable to AECOM, net of tax	$	24.0	$	65.5		$	50.9		$	(135.2	)	$	5.2

	For the six months ended March 31, 2015
	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Total
Net (loss) income	$	(138.8	)	$	48.6	$	102.8		$	(110.1	)	$	(97.5	)
Other comprehensive (loss) income, net of tax:
Net unrealized loss on derivatives, net of tax	(5.2		)	—		—			—			(5.2		)
Foreign currency translation adjustments	—			—		(237.6		)	—			(237.6		)
Pension adjustments, net of tax	1.7			—		12.1			—			13.8

Other comprehensive loss, net of tax	(3.5		)	—		(225.5		)	—			(229.0		)

Comprehensive (loss) income, net of tax	(142.3		)	48.6		(122.7		)	(110.1		)	(326.5		)
Noncontrolling interests in comprehensive income of consolidated subsidiaries, net of tax	—			—		(38.5		)	—			(38.5		)

Comprehensive (loss) income attributable to AECOM, net of tax	$	(142.3	)	$	48.6	$	(161.2	)	$	(110.1	)	$	(365.0	)

Schedule on Condensed Consolidating Statements of Cash Flows

Condensed Consolidating Statements of Cash Flows

(unaudited - in millions)

	For the six months ended March 31, 2016
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
CASH FLOWS FROM OPERATING ACTIVITIES	$	(322.5	)	$	374.0		$	139.7		$	—		$	191.2
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for business acquisitions, net of cash acquired	—			(1.0		)	—			—			(1.0		)
Proceeds from disposal of businesses and property	—			—			39.7			—			39.7
Net investment in unconsolidated joint ventures	—			(1.4		)	(44.2		)	—			(45.6		)
Net sales of investments	—			—			11.2			—			11.2
Payments for capital expenditures, net of disposals	(24.0		)	(23.5		)	16.5			—			(31.0		)
Net (investment in) receipts from intercompany notes	(3.2		)	48.5			(11.2		)	(34.1		)	—
Other intercompany investing activities	448.9			98.1			—			(547.0		)	—

Net cash provided by (used in) investing activities	421.7			120.7			12.0			(581.1		)	(26.7		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings under credit agreements	2,316.5			—			6.2			—			2,322.7
Repayments of borrowings under credit agreements	(2,423.8		)	(10.8		)	(23.8		)	—			(2,458.4		)
Cash paid for debt and equity issuance costs	(1.5		)	—			—			—			(1.5		)
Proceeds from issuance of common stock	13.8			—			—			—			13.8
Proceeds from exercise of stock options	4.9			—			—			—			4.9
Payments to repurchase common stock	(18.1		)	—			—			—			(18.1		)
Excess tax benefit from share-based payment	3.3			—			—			—			3.3
Net distributions to noncontrolling interests	—			—			(60.5		)	—			(60.5		)
Other financing activities	5.0			(13.2		)	24.8			—			16.6
Net borrowings (repayments) on intercompany notes	1.2			10.0			(45.3		)	34.1			—
Other intercompany financing activities	—			(497.4		)	(49.6		)	547.0			—

Net cash used in financing activities	(98.7		)	(511.4		)	(148.2		)	581.1			(177.2		)

EFFECT OF EXCHANGE RATE CHANGES ON CASH	—			—			(1.4		)	—			(1.4		)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	0.5			(16.7		)	2.1			—			(14.1		)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	1.3			162.5			520.1			—			683.9

CASH AND CASH EQUIVALENTS AT END OF YEAR	$	1.8		$	145.8		$	522.2		$	—		$	669.8

	For the six months ended March 31, 2015
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
CASH FLOWS FROM OPERATING ACTIVITIES	$	(138.6	)	$	309.2		$	162.0		$	—		$	332.6
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for business acquisitions, net of cash acquired	(3,562.3		)	113.9			169.2			—			(3,279.2		)
Net investment in unconsolidated joint ventures	—			(1.2		)	(13.6		)	—			(14.8		)
Proceeds from sale of investments	—			—			0.6			—			0.6
Payments for capital expenditures, net of disposals	(30.4		)	(15.1		)	(10.1		)	—			(55.6		)
Net receipts from intercompany notes	61.1			—			—			(61.1		)	—
Other intercompany investing activities	508.6			128.2			—			(636.8		)	—

Net cash (used in) provided by investing activities	(3,023.0		)	225.8			146.1			(697.9		)	(3,349.0		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings under credit agreements	4,674.7			4.4			86.4			—			4,765.5
Repayments of borrowings under credit agreements	(2,997.1		)	(11.3		)	(66.7		)	—			(3,075.1		)
Issuance of unsecured senior notes	1,600.0			—			—			—			1,600.0
Prepayment penalty on Unsecured Senior Notes	(55.6		)	—			—			—			(55.6		)
Cash paid for debt and equity issuance costs	(87.1		)	—			—			—			(87.1		)
Proceeds from issuance of common stock	8.7			—			—			—			8.7
Proceeds from exercise of stock options	4.5			—			—			—			4.5
Payments to repurchase common stock	(11.5		)	—			—			—			(11.5		)
Excess tax benefit from share-based payment	2.5			—			—			—			2.5
Net distributions to noncontrolling interests	—			—			(58.9		)	—			(58.9		)
Other financing activities	(8.3		)	(6.4		)	(4.5		)	—			(19.2		)
Net repayments on intercompany notes	—			—			(61.1		)	61.1			—
Other intercompany financing activities	—			(483.3		)	(153.5		)	636.8			—

Net cash provided by (used in) financing activities	3,130.8			(496.6		)	(258.3		)	697.9			3,073.8

EFFECT OF EXCHANGE RATE CHANGES ON CASH	—			—			(19.0		)	—			(19.0		)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(30.8		)	38.4			30.8			—			38.4
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	33.4			85.8			455.0			—			574.2

CASH AND CASH EQUIVALENTS AT END OF YEAR	$	2.6		$	124.2		$	485.8		$	—		$	612.6