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)

December 31, 2017

	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Total
ASSETS
CURRENT ASSETS:
Total cash and cash equivalents	$	4.1	$	213.2	$	595.9	$	—		$	813.2
Accounts receivable—net	—		2,283.7		3,030.0		—			5,313.7
Intercompany receivable	733.6		91.0		128.0		(952.6		)	—
Prepaid expenses and other current assets	91.2		305.9		279.8		—			676.9
Income taxes receivable	11.0		—		27.2		—			38.2

TOTAL CURRENT ASSETS	839.9		2,893.8		4,060.9		(952.6		)	6,842.0
PROPERTY AND EQUIPMENT—NET	165.9		220.4		245.3		—			631.6
DEFERRED TAX ASSETS—NET	154.8		111.4		251.6		(301.0		)	216.8
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES	6,775.5		2,756.7		—		(9,532.2		)	—
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES	8.6		52.4		309.3		—			370.3
GOODWILL	—		3,318.6		2,678.4		—			5,997.0
INTANGIBLE ASSETS—NET	—		257.4		154.4		—			411.8
OTHER NON-CURRENT ASSETS	8.7		21.2		123.6		—			153.5

TOTAL ASSETS	$	7,953.4	$	9,631.9	$	7,823.5	$	(10,785.8	)	$	14,623.0


LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Short-term debt	$	2.4	$	—	$	—	$	—		$	2.4
Accounts payable	42.5		1,098.2		1,285.8		—			2,426.5
Accrued expenses and other current liabilities	76.5		955.8		1,039.9		—			2,072.2
Income taxes payable	—		—		18.2		—			18.2
Intercompany payable	93.8		761.7		170.0		(1,025.5		)	—
Billings in excess of costs on uncompleted contracts	2.9		355.2		637.8		—			995.9
Current portion of long-term debt	110.7		27.7		22.5		—			160.9

TOTAL CURRENT LIABILITIES	328.8		3,198.6		3,174.2		(1,025.5		)	5,676.1
OTHER LONG-TERM LIABILITIES	103.5		264.0		477.4		—			844.9
DEFERRED TAX LIABILITY—NET	—		—		333.3		(301.0		)	32.3
NOTE PAYABLE INTERCOMPANY—NON CURRENT	0.1		—		472.2		(472.3		)	—
LONG-TERM DEBT	3,422.0		276.9		40.0		—			3,738.9

TOTAL LIABILITIES	3,854.4		3,739.5		4,497.1		(1,798.8		)	10,292.2
TOTAL AECOM STOCKHOLDERS’ EQUITY	4,099.0		5,892.4		3,100.0		(8,987.0		)	4,104.4
Noncontrolling interests	—		—		226.4		—			226.4

TOTAL STOCKHOLDERS’ EQUITY	4,099.0		5,892.4		3,326.4		(8,987.0		)	4,330.8

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	7,953.4	$	9,631.9	$	7,823.5	$	(10,785.8	)	$	14,623.0

Condensed Consolidating Balance Sheets

(in millions)

September 30, 2017

	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Total
ASSETS
CURRENT ASSETS:
Total cash and cash equivalents	$	32.6	$	251.6	$	518.2	$	—		$	802.4
Accounts receivable—net	—		2,159.2		2,968.5		—			5,127.7
Intercompany receivable	723.6		90.9		181.4		(995.9		)	—
Prepaid expenses and other current assets	67.5		338.4		290.8		—			696.7
Income taxes receivable	4.3		—		51.1		—			55.4

TOTAL CURRENT ASSETS	828.0		2,840.1		4,010.0		(995.9		)	6,682.2
PROPERTY AND EQUIPMENT—NET	160.2		207.1		254.1		—			621.4
DEFERRED TAX ASSETS—NET	239.7		55.2		171.0		(294.6		)	171.3
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES	6,606.2		2,865.0		—		(9,471.2		)	—
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES	7.2		50.3		306.7		—			364.2
GOODWILL	—		3,318.6		2,674.3		—			5,992.9
INTANGIBLE ASSETS—NET	—		271.6		143.5		—			415.1
OTHER NON-CURRENT ASSETS	8.7		17.6		123.6		—			149.9

TOTAL ASSETS	$	7,850.0	$	9,625.5	$	7,683.2	$	(10,761.7	)	$	14,397.0


LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Short-term debt	$	1.1	$	—	$	0.1	$	—		$	1.2
Accounts payable	33.8		1,023.7		1,192.4		—			2,249.9
Accrued expenses and other current liabilities	92.2		1,112.9		1,040.4		—			2,245.5
Income taxes payable	—		—		38.2		—			38.2
Intercompany payable	149.2		787.5		161.4		(1,098.1		)	—
Billings in excess of costs on uncompleted contracts	3.4		313.1		586.3		—			902.8
Current portion of long-term debt	110.9		14.9		15.0		—			140.8

TOTAL CURRENT LIABILITIES	390.6		3,252.1		3,033.8		(1,098.1		)	5,578.4
OTHER LONG-TERM LIABILITIES	102.3		285.7		493.3		—			881.3
DEFERRED TAX LIABILITY—NET	—		—		315.1		(294.6		)	20.5
NOTE PAYABLE INTERCOMPANY—NON CURRENT	0.1		—		467.2		(467.3		)	—
LONG-TERM DEBT	3,366.9		281.6		53.6		—			3,702.1

TOTAL LIABILITIES	3,859.9		3,819.4		4,363.0		(1,860.0		)	10,182.3
TOTAL AECOM STOCKHOLDERS’ EQUITY	3,990.1		5,806.1		3,101.6		(8,901.7		)	3,996.1
Noncontrolling interests	—		—		218.6		—			218.6

TOTAL STOCKHOLDERS’ EQUITY	3,990.1		5,806.1		3,320.2		(8,901.7		)	4,214.7

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	7,850.0	$	9,625.5	$	7,683.2	$	(10,761.7	)	$	14,397.0

Condensed Consolidating Statements of Operations

(unaudited - in millions)

	For the three months ended December 31, 2017
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Revenue	$	—		$	2,433.2		$	2,489.6		$	(12.0	)	$	4,910.8
Cost of revenue	—			2,317.1			2,469.5			(12.0		)	4,774.6

Gross profit	—			116.1			20.1			—			136.2
Equity in earnings from subsidiaries	206.1			26.4			—			(232.5		)	—
Equity in earnings of joint ventures	—			12.3			17.4			—			29.7
General and administrative expenses	(32.1		)	—			(2.6		)	—			(34.7		)

Income from operations	174.0			154.8			34.9			(232.5		)	131.2
Other income	0.2			5.3			2.8			(6.0		)	2.3
Interest expense	(52.3		)	(4.7		)	(5.2		)	6.0			(56.2		)

Income before income tax expense (benefit)	121.9			155.4			32.5			(232.5		)	77.3
Income tax expense (benefit)	10.6			28.9			(86.6		)	—			(47.1		)

Net income	111.3			126.5			119.1			(232.5		)	124.4
Noncontrolling interest in income of consolidated subsidiaries, net of tax	—			—			(13.1		)	—			(13.1		)

Net income attributable to AECOM	$	111.3		$	126.5		$	106.0		$	(232.5	)	$	111.3

	For the three months ended December 31, 2016
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Revenue	$	—		$	2,281.5		$	2,090.1		$	(13.3	)	$	4,358.3
Cost of revenue	—			2,161.2			2,040.4			(13.3		)	4,188.3

Gross profit	—			120.3			49.7			—			170.0
Equity in earnings from subsidiaries	117.6			25.0			—			(142.6		)	—
Equity in earnings of joint ventures	—			9.9			11.5			—			21.4
General and administrative expenses	(29.9		)	—			(2.7		)	—			(32.6		)
Acquisition and integration expenses	(15.4		)	—			—			—			(15.4		)

Income from operations	72.3			155.2			58.5			(142.6		)	143.4
Other income	0.4			7.6			2.9			(10.1		)	0.8
Interest expense	(47.8		)	(5.7		)	(10.2		)	10.1			(53.6		)

Income before income tax (benefit) expense	24.9			157.1			51.2			(142.6		)	90.6
Income tax (benefit) expense	(22.3		)	35.9			11.2			—			24.8

Net income	47.2			121.2			40.0			(142.6		)	65.8
Noncontrolling interest in income of consolidated subsidiaries, net of tax	—			—			(18.6		)	—			(18.6		)

Net income attributable to AECOM	$	47.2		$	121.2		$	21.4		$	(142.6	)	$	47.2

Consolidating Statements of Comprehensive Income (Loss)

(unaudited - in millions)

	For the three months ended December 31, 2017
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Total
Net income	$	111.3	$	126.5	$	119.1		$	(232.5	)	$	124.4
Other comprehensive income (loss), net of tax:
Net unrealized gain on derivatives, net of tax	0.7		—		0.1			—			0.8
Foreign currency translation adjustments	—		—		(6.0		)	—			(6.0		)
Pension adjustments, net of tax	0.8		—		1.7			—			2.5

Other comprehensive income (loss), net of tax	1.5		—		(4.2		)	—			(2.7		)

Comprehensive income, net of tax	112.8		126.5		114.9			(232.5		)	121.7
Noncontrolling interests in comprehensive income of consolidated subsidiaries, net of tax	—		—		(13.9		)	—			(13.9		)

Comprehensive income attributable to AECOM, net of tax	$	112.8	$	126.5	$	101.0		$	(232.5	)	$	107.8

	For the three months ended December 31, 2016
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Total
Net income	$	47.2	$	121.2	$	40.0		$	(142.6	)	$	65.8
Other comprehensive income (loss), net of tax:
Net unrealized gain (loss) on derivatives, net of tax	2.9		—		(1.5		)	—			1.4
Foreign currency translation adjustments	—		—		(73.9		)	—			(73.9		)
Pension adjustments, net of tax	0.6		—		16.3			—			16.9

Other comprehensive income (loss), net of tax	3.5		—		(59.1		)	—			(55.6		)

Comprehensive income (loss), net of tax	50.7		121.2		(19.1		)	(142.6		)	10.2
Noncontrolling interests in comprehensive income of consolidated subsidiaries, net of tax	—		—		(18.3		)	—			(18.3		)

Comprehensive income (loss) attributable to AECOM, net of tax	$	50.7	$	121.2	$	(37.4	)	$	(142.6	)	$	(8.1	)

Condensed Consolidating Statements of Cash Flows

(unaudited - in millions)

	For the three months ended December 31, 2017
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total

CASH FLOWS FROM OPERATING ACTIVITIES	$	(64.4	)	$	4.8		$	112.0		$	—		$	52.4
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from purchase price adjustment to business acquisition	—			—			2.2			—			2.2
Cash acquired from consolidation of joint venture	—			—			7.6			—			7.6
Net investment in unconsolidated joint ventures	—			(3.6		)	(15.4		)	—			(19.0		)
Proceeds from sale of investments	—			—			0.2			—			0.2
Payments for capital expenditures, net of disposals	3.4			(17.0		)	(4.9		)	—			(18.5		)
Net receipts from (investment in) intercompany notes	0.6			(5.1		)	28.8			(24.3		)	—
Other intercompany investing activities	(4.2		)	82.1			—			(77.9		)	—

Net cash (used in) provided by investing activities	(0.2		)	56.4			18.5			(102.2		)	(27.5		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings under credit agreements	1,240.8			—			35.7			—			1,276.5
Repayments of borrowings under credit agreements	(1,187.4		)	(4.7		)	(44.1		)	—			(1,236.2		)
Proceeds from issuance of common stock	9.5			—			—			—			9.5
Proceeds from exercise of stock options	2.7			—			—			—			2.7
Payments to repurchase common stock	(26.7		)	—			—			—			(26.7		)
Net distributions to noncontrolling interests	—			—			(16.8		)	—			(16.8		)
Other financing activities	0.9			(36.8		)	9.9			—			(26.0		)
Net (repayments) borrowings on intercompany notes	(3.7		)	(25.1		)	4.5			24.3			—
Other intercompany financing activities	—			(33.0		)	(44.9		)	77.9			—

Net cash provided by (used in) financing activities	36.1			(99.6		)	(55.7		)	102.2			(17.0		)

EFFECT OF EXCHANGE RATE CHANGES ON CASH	—			—			2.9			—			2.9
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(28.5		)	(38.4		)	77.7			—			10.8
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	32.6			251.6			518.2			—			802.4

CASH AND CASH EQUIVALENTS AT END OF YEAR	$	4.1		$	213.2		$	595.9		$	—		$	813.2

Condensed Consolidating Statements of Cash Flows

(unaudited - in millions)

	For the three months ended December 31, 2016
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total

CASH FLOWS FROM OPERATING ACTIVITIES	$	(27.0	)	$	83.2		$	21.3		$	—		$	77.5
CASH FLOWS FROM INVESTING ACTIVITIES:
Net investment in unconsolidated joint ventures	—			(0.8		)	(17.3		)	—			(18.1		)
Proceeds from sale of investments	—			—			0.3			—			0.3
Payments for capital expenditures, net of disposals	(7.2		)	(9.7		)	(4.1		)	—			(21.0		)
Net investment in intercompany notes	(0.5		)	(8.7		)	(1.2		)	10.4			—
Other intercompany investing activities	32.1			14.4			—			(46.5		)	—

Net cash provided by (used in) investing activities	24.4			(4.8		)	(22.3		)	(36.1		)	(38.8		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings under credit agreements	1,634.2			—			0.6			—			1,634.8
Repayments of borrowings under credit agreements	(1,595.2		)	(6.4		)	(5.8		)	—			(1,607.4		)
Proceeds from issuance of common stock	9.9			—			—			—			9.9
Proceeds from exercise of stock options	2.1			—			—			—			2.1
Payments to repurchase common stock	(17.5		)	—			—			—			(17.5		)
Net distributions to noncontrolling interests	—			—			(21.9		)	—			(21.9		)
Other financing activities	(10.7		)	(65.5		)	49.8			—			(26.4		)
Net borrowings on intercompany notes	—			1.1			9.3			(10.4		)	—
Other intercompany financing activities	—			(31.8		)	(14.7		)	46.5			—

Net cash provided by (used in) financing activities	22.8			(102.6		)	17.3			36.1			(26.4		)

EFFECT OF EXCHANGE RATE CHANGES ON CASH	—			—			(6.7		)	—			(6.7		)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	20.2			(24.2		)	9.6			—			5.6
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	1.8			183.7			506.6			—			692.1

CASH AND CASH EQUIVALENTS AT END OF YEAR	$	22.0		$	159.5		$	516.2		$	—		$	697.7