16.Condensed Consolidating Financial Information

In connection with the registration of the Company’s 2014 Senior Notes that were declared effective by the SEC on September 29, 2015, AECOM became subject to the requirements of Rule 3-10 of Regulation S-X regarding financial statements of guarantors and issuers of guaranteed securities. Both the 2014 Senior Notes and the 2017 Senior 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.

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

(unaudited — in millions)

June 30, 2017

	Parent		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Total
ASSETS
CURRENT ASSETS:
Total cash and cash equivalents	$	27.8	$	191.8	$	592.8	$	—		$	812.4
Accounts receivable—net	—		2,098.3		2,661.0		—			4,759.3
Intercompany receivable	738.6		79.1		148.8		(966.5		)	—
Prepaid expenses and other current assets	54.4		348.3		316.0		—			718.7
Income taxes receivable	5.1		—		37.8		—			42.9

TOTAL CURRENT ASSETS	825.9		2,717.5		3,756.4		(966.5		)	6,333.3
PROPERTY AND EQUIPMENT—NET	169.4		218.3		215.6		—			603.3
DEFERRED TAX ASSETS—NET	374.6		—		140.3		(320.9		)	194.0
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES	6,262.5		2,773.8		—		(9,036.3		)	—
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES	1.7		45.4		292.2		—			339.3
GOODWILL	—		3,318.6		2,521.9		—			5,840.5
INTANGIBLE ASSETS—NET	—		287.7		122.6		—			410.3
OTHER NON-CURRENT ASSETS	8.8		24.5		82.2		—			115.5

TOTAL ASSETS	$	7,642.9	$	9,385.8	$	7,131.2	$	(10,323.7	)	$	13,836.2


LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Short-term debt	$	1.6	$	—	$	0.1	$	—		$	1.7
Accounts payable	30.3		1,005.1		1,130.1		—			2,165.5
Accrued expenses and other current liabilities	94.6		964.5		1,047.5		—			2,106.6
Accrued taxes payable	—		—		21.3		—			21.3
Intercompany payable	123.8		813.6		148.2		(1,085.6		)	—
Billings in excess of costs on uncompleted contracts	—		283.6		455.4		—			739.0
Current portion of long-term debt	111.0		36.9		7.6		—			155.5

TOTAL CURRENT LIABILITIES	361.3		3,103.7		2,810.2		(1,085.6		)	5,189.6
OTHER LONG-TERM LIABILITIES	110.1		311.3		539.1		—			960.5
DEFERRED TAX LIABILITY — NET	—		336.9		—		(320.9		)	16.0
NOTE PAYABLE INTERCOMPANY—NON CURRENT	—		—		585.9		(585.9		)	—
LONG-TERM DEBT	3,466.3		271.2		16.3		—			3,753.8

TOTAL LIABILITIES	3,937.7		4,023.1		3,951.5		(1,992.4		)	9,919.9
TOTAL AECOM STOCKHOLDERS’ EQUITY	3,705.2		5,362.7		2,972.0		(8,331.3		)	3,708.6
Noncontrolling interests	—		—		207.7		—			207.7

TOTAL STOCKHOLDERS’ EQUITY	3,705.2		5,362.7		3,179.7		(8,331.3		)	3,916.3

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	7,642.9	$	9,385.8	$	7,131.2	$	(10,323.7	)	$	13,836.2

Condensed Consolidating Balance Sheets

( in millions)

September 30, 2016

	Parent		Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Total
ASSETS
CURRENT ASSETS:
Total cash and cash equivalents	$	1.8	$	183.7	$	506.6	$	—		$	692.1
Accounts receivable—net	—		2,034.0		2,497.5		—			4,531.5
Intercompany receivable	760.7		151.7		152.0		(1,064.4		)	—
Prepaid expenses and other current assets	98.7		336.2		295.2		—			730.1
Income taxes receivable	28.7		—		18.4		—			47.1

TOTAL CURRENT ASSETS	889.9		2,705.6		3,469.7		(1,064.4		)	6,000.8
PROPERTY AND EQUIPMENT—NET	169.3		236.5		239.2		—			645.0
DEFERRED TAX ASSETS—NET	265.2		—		129.8		(223.5		)	171.5
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES	6,031.7		2,681.5		—		(8,713.2		)	—
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES	0.7		48.6		281.2		—			330.5
GOODWILL	—		3,286.6		2,537.2		—			5,823.8
INTANGIBLE ASSETS—NET	—		334.0		145.4		—			479.4
OTHER NON-CURRENT ASSETS	8.2		71.5		139.2		—			218.9

TOTAL ASSETS	$	7,365.0	$	9,364.3	$	6,941.7	$	(10,001.1	)	$	13,669.9


LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Short-term debt	$	3.1	$	7.3	$	15.9	$	—		$	26.3
Accounts payable	45.8		907.0		958.1		—			1,910.9
Accrued expenses and other current liabilities	201.2		1,137.1		1,046.5		—			2,384.8
Accrued taxes payable	—		—		10.8		—			10.8
Intercompany payable	114.1		857.9		208.8		(1,180.8		)	—
Billings in excess of costs on uncompleted contracts	—		237.5		394.4		—			631.9
Current portion of long-term debt	108.2		222.1		9.7		—			340.0

TOTAL CURRENT LIABILITIES	472.4		3,368.9		2,644.2		(1,180.8		)	5,304.7
OTHER LONG-TERM LIABILITIES	115.7		349.3		632.4		—			1,097.4
DEFERRED TAX LIABILITY — NET	—		236.6		—		(223.5		)	13.1
NOTE PAYABLE INTERCOMPANY—NON CURRENT	—		—		563.5		(563.5		)	—
LONG-TERM DEBT	3,411.2		273.4		17.6		—			3,702.2

TOTAL LIABILITIES	3,999.3		4,228.2		3,857.7		(1,967.8		)	10,117.4
TOTAL AECOM STOCKHOLDERS’ EQUITY	3,365.7		5,136.1		2,898.4		(8,033.3		)	3,366.9
Noncontrolling interests	—		—		185.6		—			185.6

TOTAL STOCKHOLDERS’ EQUITY	3,365.7		5,136.1		3,084.0		(8,033.3		)	3,552.5

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	7,365.0	$	9,364.3	$	6,941.7	$	(10,001.1	)	$	13,669.9

Condensed Consolidating Statements of Operations

(unaudited - in millions)

	For the three months ended June 30, 2017
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Revenue	$	—		$	2,279.3		$	2,301.2		$	(19.0	)	$	4,561.5

Cost of revenue	—			2,198.5			2,206.8			(19.0		)	4,386.3

Gross profit	—			80.8			94.4			—			175.2

Equity in earnings from subsidiaries	108.1			17.5			—			(125.6		)	—
Equity in earnings of joint ventures	—			6.2			60.3			—			66.5
General and administrative expenses	(27.3		)	—			(6.7		)	—			(34.0		)
Acquisition and integration expenses	—			—			—			—			—
Gain on disposal activity	—			—			—			—			—

Income from operations	80.8			104.5			148.0			(125.6		)	207.7

Other income	0.7			7.7			2.4			(8.7		)	2.1
Interest expense	(52.6		)	(6.7		)	(11.0		)	8.7			(61.6		)

Income before income tax (benefit) expense	28.9			105.5			139.4			(125.6		)	148.2

Income tax (benefit) expense	(72.4		)	34.5			50.0			—			12.1

Net income	101.3			71.0			89.4			(125.6		)	136.1
Noncontrolling interest in income of consolidated subsidiaries, net of tax	—			—			(34.8		)	—			(34.8		)

Net income attributable to AECOM	$	101.3		$	71.0		$	54.6		$	(125.6	)	$	101.3

	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			81.5			—			(232.2		)	—
Equity in earnings of joint ventures	—			10.2			8.3			—			18.5
General and administrative expenses	(28.9		)	0.2			—			—			(28.7		)
Acquisition and integration expenses	(50.7		)	—			—			—			(50.7		)

Income from operations	71.1			158.0			113.5			(232.2		)	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 before income tax (benefit) expense	16.9			161.2			103.4			(232.2		)	49.3

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

Net income	67.4			129.5			99.4			(211.9		)	84.4
Noncontrolling interest in income of consolidated subsidiaries, net of tax	—			—			(17.0		)	—			(17.0		)

Net income attributable to AECOM	$	67.4		$	129.5		$	82.4		$	(211.9	)	$	67.4

Condensed Consolidating Statements of Operations

(unaudited - in millions)

	For the nine months ended June 30, 2017
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Revenue	$	—		$	6,850.6		$	6,548.7		$	(52.3	)	$	13,347.0

Cost of revenue	—			6,554.0			6,331.7			(52.3		)	12,833.4

Gross profit	—			296.6			217.0			—			513.6

Equity in earnings from subsidiaries	396.2			145.6			—			(541.8		)	—
Equity in earnings of joint ventures	—			21.1			88.6			—			109.7
General and administrative expenses	(89.8		)	—			(6.7		)	—			(96.5		)
Acquisition and integration expenses	(35.4		)	—			—			—			(35.4		)
Gain on disposal activity	—			—			0.6			—			0.6

Income from operations	271.0			463.3			299.5			(541.8		)	492.0

Other income	1.6			23.6			6.9			(27.9		)	4.2
Interest expense	(155.5		)	(18.5		)	(30.9		)	27.9			(177.0		)

Income before income tax (benefit) expense	117.1			468.4			275.5			(541.8		)	319.2

Income tax (benefit) expense	(133.8		)	108.6			26.7			—			1.5

Net income	250.9			359.8			248.8			(541.8		)	317.7
Noncontrolling interest in income of consolidated subsidiaries, net of tax	—			—			(66.8		)	—			(66.8		)

Net income attributable to AECOM	$	250.9		$	359.8		$	182.0		$	(541.8	)	$	250.9

	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			147.7			—			(478.4		)	—
Equity in earnings of joint ventures	—			21.9			60.9			—			82.8
General and administrative expenses	(85.9		)	(1.0		)	—			—			(86.9		)
Acquisition and integration expenses	(142.4		)	—			—			—			(142.4		)
Loss on disposal activities	—			—			(42.6		)	—			(42.6		)

Income from operations	102.4			432.1			250.4			(478.4		)	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	(58.0		)	442.0			221.4			(478.4		)	127.0

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

Net income	88.9			326.0			207.5			(471.8		)	150.6
Noncontrolling interest in income of consolidated subsidiaries, net of tax	—			—			(61.7		)	—			(61.7		)

Net income attributable to AECOM	$	88.9		$	326.0		$	145.8		$	(471.8	)	$	88.9

Consolidating Statements of Comprehensive Income (unaudited - in millions)

	For the three months ended June 30, 2017
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Total
Net income	$	101.3	$	71.0	$	89.4		$	(125.6	)	$	136.1
Other comprehensive income (loss), net of tax:
Net unrealized gain on derivatives, net of tax	0.5		—		0.1			—			0.6
Foreign currency translation adjustments	—		—		46.2			—			46.2
Pension adjustments, net of tax	0.6		—		(7.2		)	—			(6.6		)

Other comprehensive income, net of tax	1.1		—		39.1			—			40.2

Comprehensive income, net of tax	102.4		71.0		128.5			(125.6		)	176.3
Noncontrolling interests in comprehensive income of consolidated subsidiaries, net of tax	—		—		(35.1		)	—			(35.1		)

Comprehensive income attributable to AECOM, net of tax	$	102.4	$	71.0	$	93.4		$	(125.6	)	$	141.2

	For the three months ended June 30, 2016
	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Total
Net income	$	67.4		$	129.5	$	99.4		$	(211.9	)	$	84.4
Other comprehensive (loss) income, net of tax:
Net unrealized loss 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, net of tax	67.3			129.5		104.6			(211.9		)	89.5
Noncontrolling interests in comprehensive income of consolidated subsidiaries, net of tax	—			—		(16.6		)	—			(16.6		)

Comprehensive income attributable to AECOM, net of tax	$	67.3		$	129.5	$	88.0		$	(211.9	)	$	72.9

Consolidating Statements of Comprehensive Income

(unaudited - in millions)

	For the nine months ended June 30, 2017
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Total
Net income	$	250.9	$	359.8	$	248.8		$	(541.8	)	$	317.7
Other comprehensive income (loss), net of tax:
Net unrealized gain (loss) on derivatives, net of tax	4.6		—		(0.3		)	—			4.3
Foreign currency translation adjustments	—		—		13.2			—			13.2
Pension adjustments, net of tax	1.9		—		6.9			—			8.8

Other comprehensive income, net of tax	6.5		—		19.8			—			26.3

Comprehensive income, net of tax	257.4		359.8		268.6			(541.8		)	344.0
Noncontrolling interests in comprehensive income of consolidated subsidiaries, net of tax	—		—		(67.2		)	—			(67.2		)

Comprehensive income attributable to AECOM, net of tax	$	257.4	$	359.8	$	201.4		$	(541.8	)	$	276.8

	For the nine months ended June 30, 2016
	Parent		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Net income	$	88.9	$	326.0		$	207.5		$	(471.8	)	$	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, net of tax	91.3		321.3			197.0			(471.8		)	137.8
Noncontrolling interests in comprehensive income of consolidated subsidiaries, net of tax	—		—			(59.7		)	—			(59.7		)

Comprehensive income attributable to AECOM, net of tax	$	91.3	$	321.3		$	137.3		$	(471.8	)	$	78.1

Condensed Consolidating Statements of Cash Flows

(unaudited - in millions)

	For the nine months ended June 30, 2017
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total

CASH FLOWS FROM OPERATING ACTIVITIES	$	(123.0	)	$	571.9		$	(3.5	)	$	—		$	445.4
CASH FLOWS FROM INVESTING ACTIVITIES:
Payment for business acquisitions, net of cash acquired	—			—			(1.7		)	—			(1.7		)
Proceeds from disposal of business, net of cash disposed	—			—			2.2			—			2.2
Net investment in unconsolidated joint ventures	—			0.7			(11.5		)	—			(10.8		)
Net purchases of investments	—			—			0.7			—			0.7
Payments for capital expenditures, net of disposals	(17.8		)	(23.7		)	(17.0		)	—			(58.5		)
Net investment in intercompany notes	(2.1		)	(16.0		)	(7.0		)	25.1			—
Other intercompany investing activities	118.4			(48.0		)	—			(70.4		)	—

Net cash provided by (used in) investing activities	98.5			(87.0		)	(34.3		)	(45.3		)	(68.1		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings under credit agreements	4,630.3			—			8.4			—			4,638.7
Repayments of borrowings under credit agreements	(5,580.0		)	(25.9		)	(29.3		)	—			(5,635.2		)
Issuance of unsecured senior notes	1,000.0			—			—			—			1,000.0
Redemption of unsecured senior notes	—			(179.2		)	—			—			(179.2		)
Cash paid for debt and equity issuance costs	(13.1		)	—			—			—			(13.1		)
Proceeds from issuance of common stock	24.7			—			—			—			24.7
Proceeds from exercise of stock options	3.6			—			—			—			3.6
Payments to repurchase common stock	(22.3		)	—			—			—			(22.3		)
Net distributions to noncontrolling interests	—			—			(44.6		)	—			(44.6		)
Other financing activities	(17.0		)	(65.4		)	53.0			—			(29.4		)
Net borrowings (repayments) on intercompany notes	24.3			(17.4		)	18.2			(25.1		)	—
Other intercompany financing activities	—			(188.9		)	118.5			70.4			—

Net cash provided by (used in) financing activities	50.5			(476.8		)	124.2			45.3			(256.8		)

EFFECT OF EXCHANGE RATE CHANGES ON CASH	—			—			(0.2		)	—			(0.2		)
NET INCREASE IN CASH AND CASH EQUIVALENTS	26.0			8.1			86.2			—			120.3
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	1.8			183.7			506.6			—			692.1

CASH AND CASH EQUIVALENTS AT END OF YEAR	$	27.8		$	191.8		$	592.8		$	—		$	812.4

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 (DECREASE) INCREASE 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