Condensed Consolidating Financial Information (Tables)

9 Months Ended

Jun. 30, 2016

Condensed Consolidating Financial Information

Schedule of Condensed Consolidating Balance Sheets

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

Schedule of Condensed Consolidating Statements of Operations

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	)

Schedule of Consolidating Statements of Comprehensive Income (Loss)

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	)

Schedule on Condensed Consolidating Statements of Cash Flows

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