16.Condensed Consolidating Financial Information

As discussed in Note 7, on October 6, 2014, AECOM issued $800.0 million aggregate principal amount of its 2022 Notes and $800.0 million aggregate principal amount of its 2024 Notes in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the Securities Act). AECOM filed a Registration Statement on Form S-4 relating to the offer to exchange the Notes for new 5.75% Senior Notes due 2022 and 5.875% Senior Notes due 2024 that was declared effective by the SEC on September 29, 2015. The Notes are fully and unconditionally guaranteed on a joint and several basis by certain of AECOM’s directly and indirectly 100% owned subsidiaries (the Subsidiary Guarantors). Other than customary restrictions imposed by applicable statutes, there are no restrictions on the ability of the Subsidiary Guarantors to transfer funds to AECOM in the form of cash dividends, loans or advances.

In connection with the registration of the exchange offer, AECOM became subject to the requirements of Rule 3-10 of Regulation S-X regarding financial statements of guarantors and issuers of guaranteed securities registered or being registered with the Securities and Exchange Commission. The following condensed consolidating financial information, which is presented for AECOM, the Subsidiary Guarantors on a combined basis and AECOM’s non-guarantor subsidiaries on a combined basis, is provided to satisfy the disclosure requirements of Rule 3-10 of Regulation S-X.

Condensed Consolidating Balance Sheets

June 30, 2016

(unaudited — in millions)

	Parent		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Total
ASSETS
CURRENT ASSETS:
Total cash and cash equivalents	$	1.7	$	178.3	$	448.0	$	—		$	628.0
Accounts receivable—net	—		2,027.5		2,592.9		—			4,620.4
Intercompany receivable	763.2		146.0		148.7		(1,057.9		)	—
Prepaid expenses and other current assets	170.3		371.4		310.9		—			852.6
Income taxes receivable	57.5		—		13.4		—			70.9

TOTAL CURRENT ASSETS	992.7		2,723.2		3,513.9		(1,057.9		)	6,171.9

PROPERTY AND EQUIPMENT—NET	156.4		226.1		242.0		—			624.5
DEFERRED TAX ASSETS—NET	116.4		30.0		—		(36.3		)	110.1
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES	6,396.7		1,317.3		58.5		(7,772.5		)	—
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES	0.7		51.4		289.9		—			342.0
GOODWILL	—		3,306.7		2,524.7		—			5,831.4
INTANGIBLE ASSETS—NET	—		357.9		135.4		—			493.3
OTHER NON-CURRENT ASSETS	74.4		66.3		164.4		—			305.1

TOTAL ASSETS	$	7,737.3	$	8,078.9	$	6,928.8	$	(8,866.7	)	$	13,878.3


LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Short-term debt	$	3.9	$	—	$	16.9	$	—		$	20.8
Accounts payable	38.9		915.7		934.6		—			1,889.2
Accrued expenses and other current liabilities	207.7		1,167.1		1,026.8		—			2,401.6
Intercompany payable	109.0		852.4		217.1		(1,178.5		)	—
Billings in excess of costs on uncompleted contracts	—		250.9		390.4		—			641.3
Current portion of long-term debt	107.4		203.4		22.5		—			333.3

TOTAL CURRENT LIABILITIES	466.9		3,389.5		2,608.3		(1,178.5		)	5,286.2

OTHER LONG-TERM LIABILITIES	101.8		333.4		441.4		—			876.6
DEFERRED TAX LIABILITY—NET	—		—		51.4		(36.3		)	15.1
NOTE PAYABLE INTERCOMPANY—NON CURRENT	—		—		594.1		(594.1		)	—
LONG-TERM DEBT	3,620.7		294.1		26.4		—			3,941.2

TOTAL LIABILITIES	4,189.4		4,017.0		3,721.6		(1,808.9		)	10,119.1

TOTAL AECOM STOCKHOLDERS’ EQUITY	3,547.9		4,061.9		2,999.8		(7,057.8		)	3,551.8
Noncontrolling interests	—		—		207.4		—			207.4

TOTAL STOCKHOLDERS’ EQUITY	3,547.9		4,061.9		3,207.2		(7,057.8		)	3,759.2

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	7,737.3	$	8,078.9	$	6,928.8	$	(8,866.7	)	$	13,878.3

Condensed Consolidating Balance Sheets

September 30, 2015

(in millions)

	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

Condensed Consolidating Statements of Operations

(unaudited - in millions)

	For the three months ended June 30, 2016
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Revenue	$	—		$	2,321.6		$	2,095.2		$	(8.0	)	$	4,408.8
Cost of revenue	—			2,255.5			1,990.0			(8.0		)	4,237.5

Gross profit	—			66.1			105.2			—			171.3

Equity in earnings from subsidiaries	150.7			58.8			0.8			(210.3		)	—
Equity in earnings of joint ventures	—			10.2			8.3			—			18.5
General and administrative expenses	(28.7		)	—			—			—			(28.7		)
Acquisition and integration expenses	(50.7		)	—			—			—			(50.7		)

Income (loss) from operations	71.3			135.1			114.3			(210.3		)	110.4

Other income	1.4			9.4			2.2			(11.5		)	1.5
Interest expense	(55.6		)	(6.2		)	(12.3		)	11.5			(62.6		)

Income (loss) before income tax (benefit) expense	17.1			138.3			104.2			(210.3		)	49.3

Income tax (benefit) expense	(50.5		)	31.7			4.0			(20.3		)	(35.1		)

Net income (loss)	67.6			106.6			100.2			(190.0		)	84.4
Noncontrolling interest in income of consolidated subsidiaries, net of tax	—			—			(17.0		)	—			(17.0		)

Net income (loss) attributable to AECOM	$	67.6		$	106.6		$	83.2		$	(190.0	)	$	67.4

	For the three months ended June 30, 2015
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Revenue	$	—		$	2,083.6		$	2,547.6		$	(81.7	)	$	4,549.5
Cost of revenue	—			2,065.1			2,439.5			(81.7		)	4,422.9
Gross profit	—			18.5			108.1			—			126.6

Equity in earnings (loss) from subsidiaries	83.4			(21.0		)	0.7			(63.1		)	—
Equity in earnings of joint ventures	—			6.3			21.4			—			27.7
General and administrative expenses	(25.6		)	1.2			—			—			(24.4		)
Acquisition and integration expenses	(83.8		)	(4.7		)	—			—			(88.5		)
(Loss) income from operations	(26.0		)	0.3			130.2			(63.1		)	41.4

Other income	2.7			8.4			8.3			(9.3		)	10.1
Interest expense	(55.2		)	(6.4		)	(7.9		)	9.3			(60.2		)
(Loss) income before income tax (benefit) expense	(78.5		)	2.3			130.6			(63.1		)	(8.7		)

Income tax (benefit) expense	(61.4		)	12.7			16.6			23.6			(8.5		)
Net (loss) income	(17.1		)	(10.4		)	114.0			(86.7		)	(0.2		)
Noncontrolling interests in income of consolidated subsidiaries, net of tax	—			—			(17.0		)	—			(17.0		)
Net (loss) income attributable to AECOM	$	(17.1	)	$	(10.4	)	$	97.0		$	(86.7	)	$	(17.2	)

Condensed Consolidating Statements of Operations

(unaudited - in millions)

	For the nine months ended June 30, 2016
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Revenue	$	—		$	6,915.6		$	6,221.8		$	(49.7	)	$	13,087.7
Cost of revenue	—			6,652.1			5,989.7			(49.7		)	12,592.1

Gross profit	—			263.5			232.1			—			495.6

Equity in earnings from subsidiaries	330.7			(1.3		)	2.4			(331.8		)	—
Equity in earnings of joint ventures	—			21.9			60.9			—			82.8
General and administrative expenses	(85.7		)	(1.2		)	—			—			(86.9		)
Acquisition and integration expenses	(142.4		)	—			—			—			(142.4		)
Loss on disposal activities	—			—			(42.6		)	—			(42.6		)

Income (loss) from operations	102.6			282.9			252.8			(331.8		)	306.5

Other income	4.4			27.2			3.8			(30.1		)	5.3
Interest expense	(164.8		)	(17.3		)	(32.8		)	30.1			(184.8		)

(Loss) income before income tax (benefit) expense	(57.8		)	292.8			223.8			(331.8		)	127.0

Income tax (benefit) expense	(146.9		)	116.0			13.9			(6.6		)	(23.6		)

Net income (loss)	89.1			176.8			209.9			(325.2		)	150.6
Noncontrolling interest in income of consolidated subsidiaries, net of tax	—			—			(61.7		)	—			(61.7		)

Net income (loss) attributable to AECOM	$	89.1		$	176.8		$	148.2		$	(325.2	)	$	88.9

	For the nine months ended June 30, 2015
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Revenue	$	—		$	6,494.0		$	7,121.2		$	(349.0	)	$	13,266.2
Cost of revenue	—			6,352.0			6,898.6			(349.0		)	12,901.6

Gross profit	—			142.0			222.6			—			364.6

Equity in earnings (loss) from subsidiaries	203.4			(34.5		)	2.9			(171.8		)	—
Equity in earnings of joint ventures	—			14.6			61.7			—			76.3
General and administrative expenses	(86.7		)	(1.8		)	—			—			(88.5		)
Acquisition and integration expenses	(269.1		)	(49.5		)	—			—			(318.6		)

(Loss) income from operations	(152.4		)	70.8			287.2			(171.8		)	33.8

Other income	3.6			26.0			8.3			(26.2		)	11.7
Interest expense	(220.9		)	(15.9		)	(29.0		)	26.2			(239.6		)

(Loss) income before income tax (benefit) expense	(369.7		)	80.9			266.5			(171.8		)	(194.1		)

Income tax (benefit) expense	(213.8		)	42.7			49.7			25.0			(96.4		)

Net (loss) income	(155.9		)	38.2			216.8			(196.8		)	(97.7		)
Noncontrolling interests in income of consolidated subsidiaries, net of tax	—			—			(58.2		)	—			(58.2		)

Net income (loss) attributable to AECOM	$	(155.9	)	$	38.2		$	158.6		$	(196.8	)	$	(155.9	)

Consolidating Statements of Comprehensive Income (Loss)

(unaudited - in millions)

	For the three months ended June 30, 2016
	Parent			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Total
Net income (loss)	$	67.6		$	106.6	$	100.2		$	(190.0	)	$	84.4
Other comprehensive (loss) income, net of tax:
Net unrealized (loss) gain on derivatives, net of tax	(0.7		)	—		(0.7		)	—			(1.4		)
Foreign currency translation adjustments	—			—		(3.7		)	—			(3.7		)
Pension adjustments, net of tax	0.6			—		9.6			—			10.2

Other comprehensive (loss) income, net of tax	(0.1		)	—		5.2			—			5.1

Comprehensive income (loss) net of tax	67.5			106.6		105.4			(190.0		)	89.5
Noncontrolling interests in comprehensive income of consolidated subsidiaries, net of tax	—			—		(16.6		)	—			(16.6		)

Comprehensive income (loss) attributable to AECOM, net of tax	$	67.5		$	106.6	$	88.8		$	(190.0	)	$	72.9

	For the three months ended June 30, 2015
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Net (loss) income	$	(17.1	)	$	(10.4	)	$	114.0		$	(86.7	)	$	(0.2	)
Other comprehensive income, net of tax:
Net unrealized gain on derivatives, net of tax	1.6			—			—			—			1.6
Foreign currency translation adjustments	—			—			46.6			—			46.6
Pension adjustments, net of tax	0.7			—			(4.5		)	—			(3.8		)

Other comprehensive income, net of tax	2.3			—			42.1			—			44.4

Comprehensive (loss) income, net of tax	(14.8		)	(10.4		)	156.1			(86.7		)	44.2
Noncontrolling interests in comprehensive income of consolidated subsidiaries, net of tax	—			—			(17.1		)	—			(17.1		)

Comprehensive (loss) income attributable to AECOM, net of tax	$	(14.8	)	$	(10.4	)	$	139.0		$	(86.7	)	$	27.1

Consolidating Statements of Comprehensive Income (Loss)

(unaudited - in millions)

	For the nine months ended June 30, 2016
	Parent		Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
Net income (loss)	$	89.1	$	176.8		$	209.9		$	(325.2	)	$	150.6
Other comprehensive income (loss), net of tax:
Net unrealized gain on derivatives, net of tax	0.6		—			2.8			—			3.4
Foreign currency translation adjustments	—		—			(33.6		)	—			(33.6		)
Pension adjustments, net of tax	1.8		(4.7		)	20.3			—			17.4

Other comprehensive income (loss), net of tax	2.4		(4.7		)	(10.5		)	—			(12.8		)

Comprehensive income (loss) net of tax	91.5		172.1			199.4			(325.2		)	137.8
Noncontrolling interests in comprehensive income of consolidated subsidiaries, net of tax	—		—			(59.7		)	—			(59.7		)

Comprehensive income (loss) attributable to AECOM, net of tax	$	91.5	$	172.1		$	139.7		$	(325.2	)	$	78.1

	For the nine months ended June 30, 2015
	Parent			Guarantor Subsidiaries		Non- Guarantor Subsidiaries			Eliminations			Total
Net (loss) income	$	(155.9	)	$	38.2	$	216.8		$	(196.8	)	$	(97.7	)
Other comprehensive loss, net of tax:
Net unrealized loss on derivatives, net of tax	(3.6		)	—		—			—			(3.6		)
Foreign currency translation adjustments	—			—		(191.0		)	—			(191.0		)
Pension adjustments, net of tax	2.4			—		7.6			—			10.0

Other comprehensive loss, net of tax	(1.2		)	—		(183.4		)	—			(184.6		)

Comprehensive (loss) income, net of tax	(157.1		)	38.2		33.4			(196.8		)	(282.3		)
Noncontrolling interests in comprehensive loss of consolidated subsidiaries, net of tax	—			—		(55.6		)	—			(55.6		)

Comprehensive (loss) income attributable to AECOM, net of tax	$	(157.1	)	$	38.2	$	(22.2	)	$	(196.8	)	$	(337.9	)

Condensed Consolidating Statements of Cash Flows

(unaudited - in millions)

	For the nine months ended June 30, 2016
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
CASH FLOWS FROM OPERATING ACTIVITIES	$	(288.0	)	$	507.2		$	232.1		$	—		$	451.3
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	—			(3.7		)	(58.5		)	—			(62.2		)
Net sales of investments	—			—			11.4			—			11.4
Payments for capital expenditures, net of disposals	(68.6		)	(35.3		)	4.1			—			(99.8		)
Net (investment in) receipts from intercompany notes	2.5			142.4			(11.7		)	(133.2		)	—
Other intercompany investing activities	645.9			112.2			—			(758.1		)	—

Net cash provided by (used in) investing activities	579.8			214.6			(15.0		)	(891.3		)	(111.9		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings under credit agreements	3,421.5			8.3			16.4			—			3,446.2
Repayments of borrowings under credit agreements	(3,714.6		)	(16.8		)	(30.0		)	—			(3,761.4		)
Cash paid for debt and equity issuance costs	(2.0		)	—			—			—			(2.0		)
Proceeds from issuance of common stock	23.0			—			—			—			23.0
Proceeds from exercise of stock options	8.7			—			—			—			8.7
Payments to repurchase common stock	(25.6		)	—			—			—			(25.6		)
Excess tax benefit from share-based payment	3.8			—			—			—			3.8
Net distributions to noncontrolling interests	—			—			(75.4		)	—			(75.4		)
Other financing activities	(7.2		)	(20.7		)	19.8			—			(8.1		)
Net borrowings (repayments) on intercompany notes	1.0			10.7			(144.9		)	133.2			—
Other intercompany financing activities	—			(687.5		)	(70.6		)	758.1			—

Net cash used in financing activities	(291.4		)	(706.0		)	(284.7		)	891.3			(390.8		)
EFFECT OF EXCHANGE RATE CHANGES ON CASH	—			—			(4.5		)	—			(4.5		)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	0.4			15.8			(72.1		)	—			(55.9		)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	1.3			162.5			520.1			—			683.9

CASH AND CASH EQUIVALENTS AT END OF YEAR	$	1.7		$	178.3		$	448.0		$	—		$	628.0

Condensed Consolidating Statements of Cash Flows

(unaudited - in millions)

	For the nine months ended June 30, 2015
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total
CASH FLOWS FROM OPERATING ACTIVITIES	$	(294.4	)	$	480.8		$	300.0		$	—		$	486.4
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for business acquisitions, net of cash acquired	(3,564.2		)	113.9			161.2			—			(3,289.1		)
Net investment in unconsolidated joint ventures	—			(0.1		)	(13.8		)	—			(13.9		)
Net sales of investments	—			—			(12.8		)	—			(12.8		)
Payments for capital expenditures, net of disposals	(38.9		)	(18.5		)	(1.8		)	—			(59.2		)
Net receipts from (investment in) intercompany notes	72.1			—			—			(72.1		)	—
Other intercompany investing activities	735.6			199.9			—			(935.5		)	—

Net cash (used in) provided by investing activities	(2,795.4		)	295.2			132.8			(1,007.6		)	(3,375.0		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings under credit agreements	5,543.1			4.4			87.0			—			5,634.5
Repayments of borrowings under credit agreements	(3,941.7		)	(20.9		)	(77.8		)	—			(4,040.4		)
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	(87.9		)	—			—			—			(87.9		)
Proceeds from issuance of common stock	13.5			—			—			—			13.5
Proceeds from exercise of stock options	8.0			—			—			—			8.0
Payments to repurchase common stock	(22.8		)	—			—			—			(22.8		)
Excess tax benefit from share-based payment	3.6			—			—			—			3.6
Net distributions to noncontrolling interests	—			—			(101.0		)	—			(101.0		)
Other financing activities	(1.8		)	(4.3		)	(5.3		)	—			(11.4		)
Net repayments on intercompany notes	—			—			(72.1		)	72.1			—
Other intercompany financing activities	—			(710.0		)	(225.5		)	935.5			—

Net cash provided by (used in) financing activities	3,058.4			(730.8		)	(394.7		)	1,007.6			2,940.5

EFFECT OF EXCHANGE RATE CHANGES ON CASH	—			—			(20.2		)	—			(20.2		)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(31.4		)	45.2			17.9			—			31.7
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	33.4			85.8			455.0			—			574.2

CASH AND CASH EQUIVALENTS AT END OF YEAR	$	2.0		$	131.0		$	472.9		$	—		$	605.9