Condensed Consolidating Financial Information (Tables)

9 Months Ended

Jun. 30, 2018

Condensed Consolidating Financial Information

Schedule of Condensed Consolidating Balance Sheets

Condensed Consolidating Balance Sheets

(unaudited — in millions)

June 30, 2018

	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Total
ASSETS
CURRENT ASSETS:
Total cash and cash equivalents	$	2.0	$	302.8	$	496.6	$	—		$	801.4
Accounts receivable—net	—		2,628.1		2,819.9		—			5,448.0
Intercompany receivable	812.7		82.8		242.5		(1,138.0		)	—
Prepaid expenses and other current assets	82.7		339.7		229.4		—			651.8
Current assets held for sale	—		—		63.3		—			63.3
Income taxes receivable	27.9		—		51.4		—			79.3

TOTAL CURRENT ASSETS	925.3		3,353.4		3,903.1		(1,138.0		)	7,043.8
PROPERTY AND EQUIPMENT—NET	201.8		221.3		184.1		—			607.2
DEFERRED TAX ASSETS—NET	127.8		56.2		156.2		(158.6		)	181.6
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES	6,699.7		2,236.3		—		(8,936.0		)	—
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES	12.4		55.4		330.3		—			398.1
GOODWILL	—		3,392.7		2,535.3		—			5,928.0
INTANGIBLE ASSETS—NET	—		229.3		113.9		—			343.2
OTHER NON-CURRENT ASSETS	53.7		46.3		125.5		—			225.5

TOTAL ASSETS	$	8,020.7	$	9,590.9	$	7,348.4	$	(10,232.6	)	$	14,727.4


LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Short-term debt	$	6.7	$	—	$	40.7	$	—		$	47.4
Accounts payable	51.1		1,503.2		962.9		—			2,517.2
Accrued expenses and other current liabilities	80.3		1,017.6		1,086.8		—			2,184.7
Income taxes payable	—		—		28.5		—			28.5
Intercompany payable	180.2		830.7		307.7		(1,318.6		)	—
Billings in excess of costs on uncompleted contracts	2.0		359.1		607.7		—			968.8
Current liabilities held for sale	—		—		17.9		—			17.9
Current portion of long-term debt	41.7		26.7		57.2		—			125.6

TOTAL CURRENT LIABILITIES	362.0		3,737.3		3,109.4		(1,318.6		)	5,890.1
OTHER LONG-TERM LIABILITIES	140.0		268.5		447.0		—			855.5
DEFERRED TAX LIABILITY—NET	—		—		173.0		(158.6		)	14.4
NOTE PAYABLE INTERCOMPANY—NON CURRENT	675.8		—		482.3		(1,158.1		)	—
LONG-TERM DEBT	2,856.3		284.8		566.2		—			3,707.3

TOTAL LIABILITIES	4,034.1		4,290.6		4,777.9		(2,635.3		)	10,467.3
TOTAL AECOM STOCKHOLDERS’ EQUITY	3,986.6		5,300.3		2,388.1		(7,597.3		)	4,077.7
Noncontrolling interests	—		—		182.4		—			182.4

TOTAL STOCKHOLDERS’ EQUITY	3,986.6		5,300.3		2,570.5		(7,597.3		)	4,260.1

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	8,020.7	$	9,590.9	$	7,348.4	$	(10,232.6	)	$	14,727.4

Condensed Consolidating Balance Sheets

(unaudited - in millions)

September 30, 2017

	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Total
ASSETS
CURRENT ASSETS:
Total cash and cash equivalents	$	32.6	$	254.9	$	514.9	$	—		$	802.4
Accounts receivable—net	—		2,426.4		2,701.3		—			5,127.7
Intercompany receivable	723.6		89.0		183.4		(996.0		)	—
Prepaid expenses and other current assets	67.5		366.5		262.7		—			696.7
Income taxes receivable	4.3		—		51.1		—			55.4

TOTAL CURRENT ASSETS	828.0		3,136.8		3,713.4		(996.0		)	6,682.2
PROPERTY AND EQUIPMENT—NET	160.2		215.0		246.2		—			621.4
DEFERRED TAX ASSETS—NET	239.7		61.7		164.5		(294.6		)	171.3
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES	6,606.2		2,812.8		—		(9,419.0		)	—
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES	7.2		69.7		287.3		—			364.2
GOODWILL	—		3,392.7		2,600.2		—			5,992.9
INTANGIBLE ASSETS—NET	—		271.6		143.5		—			415.1
OTHER NON-CURRENT ASSETS	8.7		47.4		93.8		—			149.9

TOTAL ASSETS	$	7,850.0	$	10,007.7	$	7,248.9	$	(10,709.6	)	$	14,397.0


LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Short-term debt	$	1.1	$	—	$	0.1	$	—		$	1.2
Accounts payable	33.8		1,301.7		914.4		—			2,249.9
Accrued expenses and other current liabilities	92.2		1,171.8		981.5		—			2,245.5
Income taxes payable	—		8.1		30.1		—			38.2
Intercompany payable	149.2		789.5		159.6		(1,098.3		)	—
Billings in excess of costs on uncompleted contracts	3.4		341.7		557.7		—			902.8
Current portion of long-term debt	110.9		14.9		15.0		—			140.8

TOTAL CURRENT LIABILITIES	390.6		3,627.7		2,658.4		(1,098.3		)	5,578.4
OTHER LONG-TERM LIABILITIES	102.3		290.7		488.3		—			881.3
DEFERRED TAX LIABILITY—NET	—		0.6		314.5		(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		4,200.6		3,982.0		(1,860.2		)	10,182.3
TOTAL AECOM STOCKHOLDERS’ EQUITY	3,990.1		5,807.1		3,048.3		(8,849.4		)	3,996.1
Noncontrolling interests	—		—		218.6		—			218.6

TOTAL STOCKHOLDERS’ EQUITY	3,990.1		5,807.1		3,266.9		(8,849.4		)	4,214.7

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	7,850.0	$	10,007.7	$	7,248.9	$	(10,709.6	)	$	14,397.0

Schedule of Condensed Consolidating Statements of Operations

Condensed Consolidating Statements of Operations

(unaudited - in millions)

	For the three months ended June 30, 2018
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Revenue	$	—		$	2,818.1		$	2,356.8		$	(26.9	)	$	5,148.0

Cost of revenue	—			2,731.8			2,257.9			(26.9		)	4,962.8

Gross profit	—			86.3			98.9			—			185.2

Equity in earnings from subsidiaries	84.8			40.8			—			(125.6		)	—
Equity in earnings of joint ventures	—			6.9			5.9			—			12.8
General and administrative expenses	(31.4		)	—			(3.7		)	—			(35.1		)
Loss on disposal activities	—			—			(2.1		)	—			(2.1		)

Income from operations	53.4			134.0			99.0			(125.6		)	160.8

Other income	0.4			9.6			3.2			(10.5		)	2.7
Interest expense	(49.0		)	(5.6		)	(11.2		)	10.5			(55.3		)

Income before income tax (benefit) expense	4.8			138.0			91.0			(125.6		)	108.2

Income tax (benefit) expense	(56.1		)	54.5			34.7			—			33.1

Net income	60.9			83.5			56.3			(125.6		)	75.1
Noncontrolling interest in income of consolidated subsidiaries, net of tax	—			—			(14.2		)	—			(14.2		)

Net income attributable to AECOM	$	60.9		$	83.5		$	42.1		$	(125.6	)	$	60.9

	For the three months ended June 30, 2017
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Revenue	$	—		$	2,604.2		$	2,005.4		$	(48.1	)	$	4,561.5

Cost of revenue	—			2,526.4			1,908.0			(48.1		)	4,386.3

Gross profit	—			77.8			97.4			—			175.2

Equity in earnings from subsidiaries	112.5			18.1			—			(130.6		)	—
Equity in earnings of joint ventures	—			12.5			54.0			—			66.5
General and administrative expenses	(31.9		)	—			(2.1		)	—			(34.0		)

Income from operations	80.6			108.4			149.3			(130.6		)	207.7

Other income	0.8			7.6			2.4			(8.7		)	2.1
Interest expense	(52.6		)	(6.7		)	(11.0		)	8.7			(61.6		)

Income before income tax (benefit) expense	28.8			109.3			140.7			(130.6		)	148.2

Income tax (benefit) expense	(72.4		)	37.4			47.1			—			12.1

Net income	101.2			71.9			93.6			(130.6		)	136.1
Noncontrolling interest in income of consolidated subsidiaries, net of tax	—			—			(34.8		)	—			(34.8		)

Net income attributable to AECOM	$	101.2		$	71.9		$	58.8		$	(130.6	)	$	101.3

Condensed Consolidating Statements of Operations

(unaudited - in millions)

	For the nine months ended June 30, 2018
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Revenue	$	—		$	8,230.1		$	6,688.3		$	(68.7	)	$	14,849.7

Cost of revenue	—			7,950.0			6,505.8			(68.7		)	14,387.1

Gross profit	—			280.1			182.5			—			462.6

Equity in earnings from subsidiaries	272.7			103.8			—			(376.5		)	—
Equity in earnings of joint ventures	—			30.9			24.7			—			55.6
General and administrative expenses	(90.8		)	—			(9.2		)	—			(100.0		)
Impairment of assets held for sale, including goodwill	—			—			(168.2		)	—			(168.2		)
Loss on disposal activities	—			—			(2.1		)	—			(2.1		)

Income from operations	181.9			414.8			27.7			(376.5		)	247.9

Other income	10.8			20.1			9.9			(23.3		)	17.5
Interest expense	(194.3		)	(14.5		)	(26.5		)	23.3			(212.0		)

(Loss) income before income tax (benefit) expense	(1.6		)	420.4			11.1			(376.5		)	53.4

Income tax (benefit) expense	(54.1		)	149.4			(133.7		)	—			(38.4		)

Net income	52.5			271.0			144.8			(376.5		)	91.8
Noncontrolling interest in income of consolidated subsidiaries, net of tax	—			—			(39.3		)	—			(39.3		)

Net income attributable to AECOM	$	52.5		$	271.0		$	105.5		$	(376.5	)	$	52.5

	For the nine months ended June 30, 2017
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Total
Revenue	$	—		$	7,699.4		$	5,699.9		$	(52.3	)	$	13,347.0

Cost of revenue	—			7,410.3			5,475.4			(52.3		)	12,833.4

Gross profit	—			289.1			224.5			—			513.6

Equity in earnings from subsidiaries	396.1			149.3			—			(545.4		)	—
Equity in earnings of joint ventures	—			34.5			75.2			—			109.7
General and administrative expenses	(89.9		)	—			(6.6		)	—			(96.5		)
Acquisition and integration expenses	(35.4		)	—			—			—			(35.4		)
Gain on disposal activities	—			—			0.6			—			0.6

Income from operations	270.8			472.9			293.7			(545.4		)	492.0

Other income	1.7			23.6			6.8			(27.9		)	4.2
Interest expense	(155.5		)	(18.3		)	(31.1		)	27.9			(177.0		)

Income before income tax (benefit) expense	117.0			478.2			269.4			(545.4		)	319.2

Income tax (benefit) expense	(133.8		)	114.8			20.5			—			1.5

Net income	250.8			363.4			248.9			(545.4		)	317.7
Noncontrolling interest in income of consolidated subsidiaries, net of tax	—			—			(66.8		)	—			(66.8		)

Net income attributable to AECOM	$	250.8		$	363.4		$	182.1		$	(545.4	)	$	250.9

Schedule of Consolidating Statements of Comprehensive Income (Loss)

Consolidating Statements of Comprehensive Income (Loss)

(unaudited - in millions)

	For the three months ended June 30, 2018
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Total
Net income	$	60.9	$	83.5	$	56.3		$	(125.6	)	$	75.1
Other comprehensive income (loss), net of tax:
Net unrealized gain (loss) on derivatives, net of tax	0.9		—		(0.2		)	—			0.7
Foreign currency translation adjustments	—		—		(67.2		)	—			(67.2		)
Pension adjustments, net of tax	0.3		—		14.8			—			15.1

Other comprehensive income (loss), net of tax	1.2		—		(52.6		)	—			(51.4		)

Comprehensive income, net of tax	62.1		83.5		3.7			(125.6		)	23.7
Noncontrolling interests in comprehensive income of consolidated subsidiaries, net of tax	—		—		(14.0		)	—			(14.0		)

Comprehensive income (loss) attributable to AECOM, net of tax	$	62.1	$	83.5	$	(10.3	)	$	(125.6	)	$	9.7

	For the three months ended June 30, 2017
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Total
Net income	$	101.2	$	71.9	$	93.6		$	(130.6	)	$	136.1
Other comprehensive income, 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	102.3		71.9		132.7			(130.6		)	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	$	102.3	$	71.9	$	97.6		$	(130.6	)	$	141.2

Consolidating Statements of Comprehensive Income (Loss)

(unaudited - in millions)

	For the nine months ended June 30, 2018
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Total
Net income	$	52.5	$	271.0	$	144.8		$	(376.5	)	$	91.8
Other comprehensive income (loss), net of tax:
Net unrealized gain (loss) on derivatives, net of tax	1.5		—		(1.7		)	—			(0.2		)
Foreign currency translation adjustments	—		—		(57.7		)	—			(57.7		)
Pension adjustments, net of tax	1.8		—		(0.3		)	—			1.5

Other comprehensive income (loss), net of tax	3.3		—		(59.7		)	—			(56.4		)

Comprehensive income, net of tax	55.8		271.0		85.1			(376.5		)	35.4
Noncontrolling interests in comprehensive income of consolidated subsidiaries, net of tax	—		—		(40.5		)	—			(40.5		)

Comprehensive income (loss) attributable to AECOM, net of tax	$	55.8	$	271.0	$	44.6		$	(376.5	)	$	(5.1	)

	For the nine months ended June 30, 2017
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Total
Net income	$	250.8	$	363.4	$	248.9		$	(545.4	)	$	317.7
Other comprehensive income, 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	257.3		363.4		268.7			(545.4		)	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	$	257.3	$	363.4	$	201.5		$	(545.4	)	$	276.8

Schedule on Condensed Consolidating Statements of Cash Flows

Condensed Consolidating Statements of Cash Flows

(unaudited - in millions)

	For the nine months ended June 30, 2018
	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Total

CASH FLOWS FROM OPERATING ACTIVITIES	$	(59.9	)	$	257.3		$	45.3		$	—		$	242.7
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
Proceeds from disposal of business, net of cash disposed	—			—			19.5			—			19.5
Net investment in unconsolidated joint ventures	(5.2		)	(9.4		)	(48.7		)	—			(63.3		)
Net payments for purchase of investments	—			—			(17.5		)	—			(17.5		)
Payments for capital expenditures, net of disposals	(19.8		)	(34.2		)	(11.6		)	—			(65.6		)
Net investment in intercompany notes	(85.4		)	(545.3		)	(73.8		)	704.5			—
Other intercompany investing activities	109.9			504.9			—			(614.8		)	—

Net cash used in investing activities	(0.5		)	(84.0		)	(122.3		)	89.7			(117.1		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings under credit agreements	6,701.2			—			737.9			—			7,439.1
Repayments of borrowings under credit agreements	(6,509.5		)	(14.0		)	(131.4		)	—			(6,654.9		)
Redemption of unsecured senior notes	(800.0		)	—			—			—			(800.0		)
Prepayment premium on redemption of unsecured senior notes	(34.5		)	—			—			—			(34.5		)
Cash paid for debt issuance costs	(10.7		)	—			—			—			(10.7		)
Proceeds from issuance of common stock	27.3			—			—			—			27.3
Proceeds from exercise of stock options	3.2			—			—			—			3.2
Payments to repurchase common stock	(29.3		)	—			—			—			(29.3		)
Net distributions to noncontrolling interests	—			—			(72.7		)	—			(72.7		)
Other financing activities	8.8			(26.6		)	26.5			—			8.7
Net borrowings (repayments) on intercompany notes	673.3			(4.8		)	36.0			(704.5		)	—
Other intercompany financing activities	—			(80.0		)	(534.8		)	614.8			—

Net cash provided by (used in) financing activities	29.8			(125.4		)	61.5			(89.7		)	(123.8		)

EFFECT OF EXCHANGE RATE CHANGES ON CASH	—			—			(2.8		)	—			(2.8		)
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS	(30.6		)	47.9			(18.3		)	—			(1.0		)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	32.6			254.9			514.9			—			802.4

CASH AND CASH EQUIVALENTS AT END OF YEAR	$	2.0		$	302.8		$	496.6		$	—		$	801.4

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	)	$	548.3		$	20.1		$	—		$	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	—			0.3			(11.1		)	—			(10.8		)
Net proceeds from sale of investments	—			—			0.7			—			0.7
Payments for capital expenditures, net of disposals	(17.8		)	(24.5		)	(16.2		)	—			(58.5		)
Net investment in intercompany notes	(2.1		)	(16.0		)	(7.0		)	25.1			—
Other intercompany investing activities	118.4			(68.4		)	—			(50.0		)	—

Net cash provided by (used in) investing activities	98.5			(108.6		)	(33.1		)	(24.9		)	(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		)
Proceeds from issuance of unsecured senior notes	1,000.0			—			—			—			1,000.0
Redemption of unsecured senior notes	—			(179.2		)	—			—			(179.2		)
Cash paid for debt 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	—			(149.2		)	99.2			50.0			—

Net cash provided by (used in) financing activities	50.5			(437.1		)	104.9			24.9			(256.8		)

EFFECT OF EXCHANGE RATE CHANGES ON CASH	—			—			(0.2		)	—			(0.2		)
NET INCREASE IN CASH AND CASH EQUIVALENTS	26.0			2.6			91.7			—			120.3
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR	1.8			196.3			494.0			—			692.1

CASH AND CASH EQUIVALENTS AT END OF YEAR	$	27.8		$	198.9		$	585.7		$	—		$	812.4