Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Dec. 31, 2015 | Feb. 02, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | AECOM | |
Entity Central Index Key | 868,857 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 152,610,376 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Sep. 30, 2015 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 525,403 | $ 543,016 |
Cash in consolidated joint ventures | 132,641 | 140,877 |
Total cash and cash equivalents | 658,044 | 683,893 |
Accounts receivable-net | 4,807,853 | 4,841,450 |
Prepaid expenses and other current assets | 386,142 | 388,982 |
Income taxes receivable | 44,535 | 81,161 |
Deferred tax assets-net | 250,599 | |
TOTAL CURRENT ASSETS | 5,896,574 | 6,246,085 |
PROPERTY AND EQUIPMENT-NET | 601,781 | 699,322 |
DEFERRED TAX ASSETS-NET | 125,479 | |
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES | 314,425 | 321,625 |
GOODWILL | 5,753,212 | 5,820,692 |
INTANGIBLE ASSETS-NET | 591,631 | 659,438 |
OTHER NON-CURRENT ASSETS | 246,301 | 267,136 |
TOTAL ASSETS | 13,529,403 | 14,014,298 |
CURRENT LIABILITIES: | ||
Short-term debt | 3,163 | 2,788 |
Accounts payable | 1,904,968 | 1,853,993 |
Accrued expenses and other current liabilities | 2,021,749 | 2,167,771 |
Billings in excess of costs on uncompleted contracts | 671,945 | 653,877 |
Current portion of long-term debt | 153,269 | 157,623 |
TOTAL CURRENT LIABILITIES | 4,755,094 | 4,836,052 |
OTHER LONG-TERM LIABILITIES | 312,271 | 305,485 |
DEFERRED TAX LIABILITY-NET | 32,607 | 230,037 |
PENSION BENEFIT OBLIGATIONS | 544,112 | 565,254 |
LONG-TERM DEBT | 4,366,424 | 4,446,527 |
TOTAL LIABILITIES | $ 10,010,508 | $ 10,383,355 |
COMMITMENTS AND CONTINGENCIES (Note 14) | ||
AECOM STOCKHOLDERS' EQUITY: | ||
Common stock-authorized, 300,000,000 shares of $0.01 par value as of December 31 and September 30, 2015; issued and outstanding 152,452,910 and 151,263,650 shares as of December 31 and September 30, 2015, respectively | $ 1,525 | $ 1,513 |
Additional paid-in capital | 3,536,242 | 3,518,999 |
Accumulated other comprehensive loss | (725,155) | (635,100) |
Retained earnings | 501,969 | 522,336 |
TOTAL AECOM STOCKHOLDERS' EQUITY | 3,314,581 | 3,407,748 |
Noncontrolling interests | 204,314 | 223,195 |
TOTAL STOCKHOLDERS' EQUITY | 3,518,895 | 3,630,943 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 13,529,403 | $ 14,014,298 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2015 | Sep. 30, 2015 |
Consolidated Balance Sheets | ||
Common stock, authorized shares | 300,000,000 | 300,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, issued shares | 152,452,910 | 151,263,650 |
Common stock, outstanding shares | 152,452,910 | 151,263,650 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Consolidated Statements of Operations | ||
Revenue | $ 4,297,651 | $ 4,210,468 |
Cost of revenue | 4,156,793 | 4,075,738 |
Gross profit | 140,858 | 134,730 |
Equity in earnings of joint ventures | 25,263 | 23,924 |
General and administrative expenses | (28,639) | (34,338) |
Acquisition and integration expenses | (41,038) | (138,463) |
Income (loss) from operations | 96,444 | (14,147) |
Loss on disposal activities | (41,053) | |
Other income | 3,042 | 2,579 |
Interest expense | (59,518) | (118,698) |
Loss before income tax expense | (1,085) | (130,266) |
Income tax benefit | (682) | (12,199) |
Net loss | (403) | (118,067) |
Noncontrolling interests in income of consolidated subsidiaries, net of tax | (19,964) | (20,908) |
Net (loss) income attributable to AECOM | $ (20,367) | $ (138,975) |
Net loss attributable to AECOM per share: | ||
Basic (in dollars per share) | $ (0.13) | $ (0.98) |
Diluted (in dollars per share) | $ (0.13) | $ (0.98) |
Weighted average shares outstanding: | ||
Basic (in shares) | 153,619 | 141,892 |
Diluted (in shares) | 153,619 | 141,892 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Consolidated Statements of Comprehensive Income (Loss) | ||
Net loss | $ (403) | $ (118,067) |
Other comprehensive income (loss), net of tax: | ||
Net unrealized gain (loss) on derivatives, net of tax | 5,323 | (1,057) |
Foreign currency translation adjustments | (97,694) | (128,099) |
Pension adjustments, net of tax | 689 | 8,006 |
Other comprehensive loss, net of tax | (91,682) | (121,150) |
Comprehensive loss, net of tax | (92,085) | (239,217) |
Noncontrolling interests in comprehensive loss of consolidated subsidiaries, net of tax | (18,337) | (18,847) |
Comprehensive loss attributable to AECOM, net of tax | $ (110,422) | $ (258,064) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (403) | $ (118,067) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 111,018 | 156,049 |
Equity in earnings of unconsolidated joint ventures | (25,263) | (23,924) |
Distribution of earnings from unconsolidated joint ventures | 39,370 | 42,213 |
Non-cash stock compensation | 21,500 | 36,017 |
Prepayment penalty on unsecured senior notes | 55,639 | |
Excess tax benefit from share-based payment | (3,324) | (2,526) |
Foreign currency translation | (54,312) | (14,546) |
Write-off of debt issuance costs | 8,997 | |
Loss on disposal activities | 41,053 | |
Pension curtailment and settlement gains | (7,818) | |
Other noncash | 2,892 | 2,060 |
Changes in operating assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | 29,119 | 349,148 |
Prepaid expenses and other assets | (6,075) | 39,415 |
Accounts payable | 53,522 | (58,274) |
Accrued expenses and other current liabilities | (140,765) | (163,801) |
Billings in excess of costs on uncompleted contracts | 18,068 | (13,501) |
Other long-term liabilities | (527) | (12,257) |
Net cash provided by operating activities | 78,055 | 282,642 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Payments for business acquisitions, net of cash acquired | (3,277,111) | |
Proceeds from disposal of businesses | 37,567 | |
Net investment in unconsolidated joint ventures | (7,724) | (9,127) |
Proceeds from sales of investments | 11,201 | 13,036 |
Purchases of investments | (214) | (21,092) |
Payments for capital expenditures, net of disposals | (843) | (25,070) |
Net cash provided by (used in) investing activities | 39,987 | (3,319,364) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from borrowings under credit agreements | 1,222,663 | 3,858,648 |
Repayments of borrowings under credit agreements | (1,304,882) | (2,053,648) |
Issuance of unsecured senior notes | 1,600,000 | |
Prepayment penalty on unsecured senior notes | (55,639) | |
Cash paid for debt and equity issuance costs | (1,178) | (86,249) |
Proceeds from issuance of common stock | 6,894 | 3,645 |
Proceeds from exercise of stock options | 3,013 | 2,383 |
Payments to repurchase common stock | (17,343) | (10,957) |
Excess tax benefit from share-based payment | 3,324 | 2,526 |
Net distributions to noncontrolling interests | (37,785) | (34,674) |
Other financing activities | (12,950) | (19,961) |
Net cash (used in) provided by financing activities | (138,244) | 3,206,074 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | (5,647) | (8,892) |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (25,849) | 160,460 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 683,893 | 574,188 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ 658,044 | 734,648 |
NON-CASH INVESTING AND FINANCING ACTIVITY | ||
Common stock issued in acquisitions | 1,554,912 | |
Debt assumed from acquisitions | $ 567,656 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Dec. 31, 2015 | |
Basis of Presentation | |
Basis of Presentation | 1. Basis of Presentation Effective January 5, 2015, the official name of the Company changed from AECOM Technology Corporation to AECOM. The accompanying consolidated financial statements of AECOM (the Company) are unaudited and, in the opinion of management, include all adjustments, including all normal recurring items necessary for a fair statement of the Company’s financial position and results of operations for the periods presented. All inter-company balances and transactions are eliminated in consolidation. The consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended September 30, 2015 (the Annual Report). The accompanying unaudited consolidated financial statements and related notes have been prepared in accordance with generally accepted accounting principles (GAAP) in the U.S. for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Certain immaterial reclassifications were made to the prior year to conform to current year presentation. The consolidated financial statements included in this report have been prepared consistently with the accounting policies described in the Annual Report and should be read together with the Annual Report. The results of operations for the three months ended December 31, 2015 are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2016. The Company reports its annual results of operations based on 52 or 53-week periods ending on the Friday nearest September 30. The Company reports its quarterly results of operations based on periods ending on the Friday nearest December 31, March 31, and June 30. For clarity of presentation, all periods are presented as if the periods ended on September 30, December 31, March 31, and June 30. |
New Accounting Pronouncements a
New Accounting Pronouncements and Changes in Accounting | 3 Months Ended |
Dec. 31, 2015 | |
New Accounting Pronouncements and Changes in Accounting | |
New Accounting Pronouncements and Changes in Accounting | 2. New Accounting Pronouncements and Changes in Accounting In May 2014, the Financial Accounting Standards Board (FASB) issued new accounting guidance which amended the existing accounting standards for revenue recognition. The new accounting guidance establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. The guidance will be effective for the Company’s fiscal year beginning October 1, 2018. The amendments may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of initial application. The Company continues to evaluate the impact and method of the adoption of the new accounting guidance on its consolidated financial statements. In April 2015, the FASB issued new accounting guidance which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. Prior to the issuance of the standard, debt issuance costs were required to be presented in the balance sheet as an asset. The guidance requires retrospective application and represents a change in accounting principle. The Company does not expect the guidance to have a material impact on its consolidated financial statements, as the application of this guidance affects classification only. This guidance will be effective for the Company’s fiscal year beginning October 1, 2017. In April 2015, the FASB issued new accounting guidance which provides the use of a practical expedient that permits the entity to measure defined benefit plans assets and obligations using the month - end date that is closest to the entity’s fiscal year - end date and apply that practical expedient consistently from year to year. Should the Company elect to adopt this guidance, it does not expect that the adoption of this guidance will have a material impact on its consolidated financial statements. This guidance will be effective for the Company’s fiscal year beginning October 1, 2017. In September 2015, the FASB issued new accounting guidance which simplifies the accounting for measurement-period adjustments in connection with business combinations. The new guidance requires that the cumulative impact of a measurement-period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment amount is determined, and therefore eliminates the requirement to retrospectively account for the adjustment in prior periods presented. This guidance was effective for fiscal years and interim periods beginning after December 15, 2015, and was to be applied prospectively to measurement-period adjustments that occur after the effective date. Early adoption was permitted. The Company early adopted this guidance for the quarter ended December 31, 2015, which did not have a material impact on the Company’s financial statements. In the first quarter of fiscal 2016, the Company adopted new accounting guidance which raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. This adoption did not have a material impact on the Company’s consolidated financial statements. In November 2015, the FASB issued new accounting guidance which simplifies the presentation of deferred income taxes. This guidance requires that deferred tax assets and liabilities be classified as non-current in the balance sheet. The Company has elected early adoption of this standard on a prospective basis in the first quarter of fiscal 2016. This resulted in a reclassification of the Company’s net current deferred tax asset and net current deferred tax liability to the net non-current deferred tax asset and to its net non-current deferred tax liability in the Company’s consolidated balance sheet as of December 31, 2015. Prior periods were not retrospectively adjusted. The adoption of this guidance had no impact on the Company’s consolidated results of income or comprehensive income. |
Business Acquisitions, Goodwill
Business Acquisitions, Goodwill and Intangible Assets | 3 Months Ended |
Dec. 31, 2015 | |
Business Acquisitions, Goodwill and Intangible Assets | |
Business Acquisitions, Goodwill and Intangible Assets | 3. Business Acquisitions, Goodwill and Intangible Assets On October 17, 2014, the Company completed the acquisition of the U.S. headquartered URS Corporation (URS), an international provider of engineering, construction, and technical services, by purchasing 100% of the outstanding shares of URS common stock. The purpose of the acquisition was to further diversify the Company’s market presence and accelerate the Company’s strategy to create an integrated delivery platform for customers. The Company paid total consideration of approximately $2.3 billion in cash and issued approximately $1.6 billion of AECOM common stock to the former stockholders and certain equity award holders of URS. In connection with the acquisition, the Company also assumed URS’s senior notes totaling $1.0 billion, and upon the occurrence of a change in control of URS, the URS senior noteholders had the right to redeem their notes at a cash price equal to 101% of the principal amount of the notes. Accordingly, on October 24, 2014, the Company purchased $0.6 billion of URS’s senior notes from the noteholders. See also Note 7, Debt. Additionally, the Company repaid in full URS’s $0.6 billion 2011 term loan and $0.1 billion of URS’s revolving line of credit. The following summarizes the estimated fair values of URS assets acquired and liabilities assumed (in millions), as of the acquisition date: Cash and cash equivalents $ Accounts receivable Prepaid expenses and other current assets Property and equipment Identifiable intangible assets: Customer relationships, contracts and backlog Tradename Total identifiable intangible assets Goodwill Other non-current assets Accounts payable ) Accrued expenses and other current liabilities ) Billings in excess of costs on uncompleted contracts ) Current portion of long-term debt ) Other long-term liabilities ) Pension benefit obligations ) Long-term debt ) Noncontrolling interests ) Net assets acquired $ Backlog and customer relationships represent the fair value of existing contracts and the underlying customer relationships, and have lives ranging from 1 to 11 years (weighted average lives of approximately 3 years). Other intangible assets primarily consist of the fair value of office leases. Goodwill recognized largely results from a substantial assembled workforce, which does not qualify for separate recognition, as well as expected future synergies from combining operations. Accrued expenses and other current liabilities above include URS project liabilities and approximately $2 4 0 million as of the acquisition date, related to estimated URS legal settlements and uninsured legal damages; see Note 14 , Commitments and Contingencies, which includes legal matters related to former URS affiliates. The following presents summarized unaudited pro forma operating results assuming that the Company had acquired URS at October 1, 2013. These pro forma operating results are presented for illustrative purposes only and are not indicative of the operating results that would have been achieved had the related events occurred. Three Months Ended Dec 31, 2014 (in millions) Revenue $ Income from continuing operations Net income Net income attributable to AECOM Net income attributable to AECOM per share: Basic $ Diluted $ Amortization of intangible assets relating to URS was $ 59.0 million and $99.0 million during the three months ended December 31 , 2015 and 2014, respectively . Additionally, included in equity in earnings of joint ventures and noncontrolling interests was intangible amortization expense of $9.7 million and ( $ 5.7) million, respectively, during the three months ended December 31 , 2015 and $8.1 million and ( $9.5) million, respectively, during the three months ended December 31, 2014 related to joint venture fair value adjustments. Billings in excess of costs on uncompleted contracts includes a margin fair value liability associated with long - term contracts acquired in connection with the acquisition of URS on October 17, 2014. This margin fair value liability was $ 148.1 million at the acquisition date and its carrying value was $36.0 million at December 31 , 2015, and is recognized as revenue on a percentage - of - completion basis as the applicable projects progress. The Company anticipates the remaining liability will be recognized as revenue over five years, with the majority over the first two years. Revenue and the related income from operations related to the margin fair value liability recognized during the three months ended December 31 , 2015 and 2014 was $15.1 million and $24.4 million, respectively. Acquisition and integration expenses in the accompanying consolidated statements of operations comprised of the following (in millions): Three months ended Dec 31, 2015 2014 Severance and personnel costs $ $ Professional service, real estate-related, and other expenses Total $ $ Included in severance and personnel costs for the three months ended December 31 , 2015 and 2014 was $6.6 million and $36.6 million of severance expense, respectively, of which $4.3 million and $4.6 million was paid as of December 31 , 2015 and 2014, respectively . All acquisition and integration expenses are classified within corporate, as presented in Note 15 . Interest expense in the accompanying consolidated statements of operations for the three months ended December 31 , 2015 included acquisition related financing expenses of $4. 1 million. Interest expense in the consolidated statements of operations for the three months ended December 31, 2014 included acquisition related financing expenses of $68.0 million , which primarily consisted of a $55.6 million penalty from the prepayment of the Company’s unsecured senior notes. Loss on disposal activities of $41.0 million in the accompanying Statements of Operations includes losses on the disposition of non-core energy related businesses, equipment and other assets acquired with URS and reported within the Construction Services segment. Net assets related to the loss on disposal activities were $99.6 million. Income from operations includes losses incurred by non-core businesses of $7.1 million during the three months ended December 31, 2015. Net favorable adjustments from acquisition related project and legal matters resulted in $19.7 million of income during the three months ended December 31, 2015 ($15.4 million, net of noncontrolling interests). The changes in the carrying value of goodwill by reportable segment for the three months ended December 31, 2015 and 2014 were as follows: September 30, 2015 Post- Acquisition Adjustments Foreign Exchange Impact Disposed December 31, 2015 (in millions) Design and Consulting Services $ $ ) $ ) $ — $ Construction Services ) ) ) Management Services — ) — Total $ $ ) $ ) $ ) $ The gross amounts and accumulated amortization of the Company’s acquired identifiable intangible assets with finite useful lives as of December 31, 2015 and September 30, 2015, included in intangible assets—net, in the accompanying consolidated balance sheets, were as follows: December 31, 2015 September 30, 2015 Gross Amount Accumulated Amortization Intangible Assets, Net Gross Amount Accumulated Amortization Intangible Assets, Net Amortization Period (in millions) (years) Backlog and customer relationships $ $ ) $ $ $ ) $ 1 – 11 Trademark / tradename ) — ) — 0.3 - 2 Total $ $ ) $ $ $ ) $ Amortization expense of acquired intangible assets included within cost of revenue was $65.1 million and $105.9 million for the three months ended December 31, 2015 and 2014, respectively. The following table presents estimated amortization expense of intangible assets for the remainder of fiscal 2016 and for the succeeding years: Fiscal Year (in millions) 2016 (nine months remaining) $ 2017 2018 2019 2020 Thereafter Total $ |
Accounts Receivable-Net
Accounts Receivable-Net | 3 Months Ended |
Dec. 31, 2015 | |
Accounts Receivable-Net | |
Accounts Receivable-Net | 4. Accounts Receivable—Net Net accounts receivable consisted of the following: December 31, 2015 September 30, 2015 (in millions) Billed $ $ Unbilled Contract retentions Total accounts receivable—gross Allowance for doubtful accounts ) ) Total accounts receivable—net $ $ Billed accounts receivable represents amounts billed to clients that have yet to be collected. Unbilled accounts receivable represents contract revenue recognized but not yet billed pursuant to contract terms or accounts billed after the period end. Substantially all unbilled receivables as of December 31, 2015 and September 30, 2015 are expected to be billed and collected within twelve months. Contract retentions represent amounts invoiced to clients where payments have been withheld pending the completion of certain milestones, or other contractual conditions, or upon the completion of a project. These retention agreements vary from project to project and could be outstanding for several months or years. Allowances for doubtful accounts have been determined through specific identification of amounts considered to be uncollectible and potential write-offs, plus a non-specific allowance for other amounts for which some potential loss has been determined to be probable based on current and past experience. Other than the U.S. government, no single client accounted for more than 10% of the Company’s outstanding receivables at December 31, 2015 and September 30, 2015. The Company sold trade receivables to financial institutions, of which $266.0 million and $240.8 million were outstanding as of December 31, 2015 and September 30, 2015, respectively. The Company does not retain financial or legal obligations for these receivables that would result in material losses. The Company’s ongoing involvement is limited to the remittance of customer payments to the financial institutions with respect to the sold trade receivables. |
Joint Ventures and Variable Int
Joint Ventures and Variable Interest Entities | 3 Months Ended |
Dec. 31, 2015 | |
Joint Ventures and Variable Interest Entities | |
Joint Ventures and Variable Interest Entities | 5. Joint Ventures and Variable Interest Entities The Company’s joint ventures provide architecture, engineering, program management, construction management and operations and maintenance services. Joint ventures, the combination of two or more partners, are generally formed for a specific project. Management of the joint venture is typically controlled by a joint venture executive committee, comprised of representatives from the joint venture partners. The joint venture executive committee normally provides management oversight and controls decisions which could have a significant impact on the joint venture. Some of the Company’s joint ventures have no employees and minimal operating expenses. For these joint ventures, the Company’s employees perform work for the joint venture, which is then billed to a third-party customer by the joint venture. These joint ventures function as pass through entities to bill the third-party customer. For consolidated joint ventures of this type, the Company records the entire amount of the services performed and the costs associated with these services, including the services provided by the other joint venture partners, in the Company’s result of operations. For certain of these joint ventures where a fee is added by an unconsolidated joint venture to client billings, the Company’s portion of that fee is recorded in equity in earnings of joint ventures. The Company also has joint ventures that have their own employees and operating expenses, and to which the Company generally makes a capital contribution. The Company accounts for these joint ventures either as consolidated entities or equity method investments based on the criteria further discussed below. The Company follows guidance issued by the FASB on the consolidation of variable interest entities (VIEs) that requires companies to utilize a qualitative approach to determine whether it is the primary beneficiary of a VIE. The process for identifying the primary beneficiary of a VIE requires consideration of the factors that indicate a party has the power to direct the activities that most significantly impact the joint ventures’ economic performance, including powers granted to the joint venture’s program manager, powers contained in the joint venture governing board and, to a certain extent, a company’s economic interest in the joint venture. The Company analyzes its joint ventures and classifies them as either: a VIE that must be consolidated because the Company is the primary beneficiary or the joint venture is not a VIE and the Company holds the majority voting interest with no significant participative rights available to the other partners; or a VIE that does not require consolidation and is treated as an equity method investment because the Company is not the primary beneficiary or the joint venture is not a VIE and the Company does not hold the majority voting interest. As part of the above analysis, if it is determined that the Company has the power to direct the activities that most significantly impact the joint venture’s economic performance, the Company considers whether or not it has the obligation to absorb losses or rights to receive benefits of the VIE that could potentially be significant to the VIE. Contractually required support provided to the Company’s joint ventures is further discussed in Note 14. Summary of unaudited financial information of the consolidated joint ventures is as follows: December 31, 2015 September 30, 2015 (in millions) Current assets $ $ Non-current assets Total assets $ $ Current liabilities $ $ Non-current liabilities Total liabilities Total AECOM equity Noncontrolling interests Total owners’ equity Total liabilities and owners’ equity $ $ Total revenue of the consolidated joint ventures was $485.2 million and $545.3 million for the three months ended December 31, 2015 and 2014, respectively. The assets of the Company’s consolidated joint ventures are restricted for use only by the particular joint venture and are not available for the general operations of the Company. Summary of unaudited financial information of the unconsolidated joint ventures is as follows: December 31, 2015 September 30, 2015 (in millions) Current assets $ $ Non-current assets Total assets $ $ Current liabilities $ $ Non-current liabilities Total liabilities Joint ventures’ equity Total liabilities and joint ventures’ equity $ $ AECOM’s investment in joint ventures $ $ Three Months Ended December 31, 2015 December 31, 2014 (in millions) Revenue $ $ Cost of revenue Gross profit $ $ Net income $ $ Summary of AECOM’s equity in earnings of unconsolidated joint ventures is as follows: Three Months Ended December 31, 2015 December 31, 2014 (in millions) Pass through joint ventures $ $ Other joint ventures Total $ $ |
Pension Benefit Obligations
Pension Benefit Obligations | 3 Months Ended |
Dec. 31, 2015 | |
Pension Benefit Obligations | |
Pension Benefit Obligations | 6. Pension Benefit Obligations In the U.S., the Company sponsors various qualified defined benefit pension plans. The legacy AECOM defined benefit plan covers substantially all permanent AECOM employees hired as of March 1, 1998. The other recently acquired plans cover employees of URS and the Hunt Corporation at the time of their acquisition. Benefits under these plans generally are based on the employee’s years of creditable service and compensation. All defined benefit plans are closed to new participants and all defined benefit plans, except the URS Federal Services, Inc. Employees Retirement Plan, have frozen accruals as of December 31, 2015. The Company adopted an amendment to freeze benefits under the URS Federal Services, Inc. Employees Retirement Plan during the three months ended December 31, 2015, which resulted in the curtailment gain listed below. The Company also sponsors various non-qualified plans in the U.S.; all of these plans are frozen. Outside the U.S., the Company sponsors various pension plans, which are appropriate to the country in which the Company operates, some of which are government mandated. The following table details the components of net periodic cost for the Company’s pension plans for the three months ended December 31, 2015 and 2014: Three Months Ended December 31, 2015 December 31, 2014 U.S. Int’l U.S. Int’l (in millions) Components of net periodic (benefit) cost: Service costs $ $ $ $ Interest cost on projected benefit obligation Expected return on plan assets ) ) ) ) Amortization of prior service cost — ) — ) Amortization of net loss Curtailment gain recognized ) — — — Settlement (gain) loss recognized ) — Net periodic (benefit) cost $ ) $ ) $ $ The total amounts of employer contributions paid for the three months ended December 31, 2015 were $5.7 million for U.S. plans and $5.4 million for non-U.S. plans. The expected remaining scheduled annual employer contributions for the fiscal year ending September 30, 2016 are $9.2 million for U.S. plans and $15.5 million for non-U.S. plans. The aggregate pension deficit was $550.9 million and $572.6 million as of December 31, 2015 and September 30, 2015, respectively. The long-term portion of the aggregate pension deficit was $544.1 million and $565.3 million as of December 31, 2015 and September 30, 2015, respectively. |
Debt
Debt | 3 Months Ended |
Dec. 31, 2015 | |
Debt | |
Debt | 7. Debt Debt consisted of the following: December 31, 2015 September 30, 2015 (in millions) 2014 Credit Agreement $ $ 2014 Senior Notes URS Senior Notes Other debt Total debt Less: Current portion of debt and short-term borrowings ) ) Long-term debt, less current portion $ $ The following table presents, in millions, scheduled maturities of the Company’s debt as of December 31, 2015: Fiscal Year 2016 (nine months remaining) $ 2017 2018 2019 2020 Thereafter Total $ 2014 Credit Agreement In connection with the acquisition of URS, on October 17, 2014, the Company entered into a new credit agreement (Credit Agreement) consisting of (i) a term loan A facility in an aggregate principal amount of $1.925 billion, (ii) a term loan B facility in an aggregate principal amount of $0.76 billion, (iii) a revolving credit facility in an aggregate principal amount of $1.05 billion, and (iv) an incremental performance letter of credit facility in an aggregate principal amount of $500 million subject to terms outlined in the Credit Agreement. These facilities under the Credit Agreement may be increased by an additional amount of up to $500 million. The Credit Agreement replaced the Second Amended and Restated Credit Agreement, dated as of June 7, 2013, and the Fourth Amended and Restated Credit Agreement, dated as of January 29, 2014, which such prior facilities were terminated and repaid in full on October 17, 2014. In addition, the Company paid in full, including a pre - payment penalty of $55.6 million, its unsecured senior notes (5.43% Series A Notes due July 2020 and 1.00% Series B Senior Discount Notes due July 2022). The new Credit Agreement matures on October 17, 2019 with respect to the revolving credit facility, the term loan A facility, and the incremental performance letter of credit facility. The term loan B facility matures on October 17, 2021. Certain subsidiaries of the Company (Guarantors) have guaranteed the obligations of the borrowers under the Credit Agreement. The borrowers’ obligations under the Credit Agreement are secured by a lien on substantially all of the assets of the Company and the Guarantors pursuant to a security and pledge agreement (Security Agreement). The collateral under the Security Agreement is subject to release upon fulfillment of certain conditions specified in the Credit Agreement and Security Agreement. The Credit Agreement contains covenants that limit the Company’s ability and certain of its subsidiaries to, among other things: (i) create, incur, assume, or suffer to exist liens; (ii) incur or guarantee indebtedness; (iii) pay dividends or repurchase stock; (iv) enter into transactions with affiliates; (v) consummate asset sales, acquisitions or mergers; (vi) enter into certain type s of burdensome agreements; or (vii) make investments. On July 1, 2015, the Credit Agreement was amended to revise the definition of “Consolidated EBITDA” to increase the allowance for acquisition and integration expenses related to the acquisition of URS. On December 22, 2015, the Credit Agreement was amended to revise the definition of “Consolidated EBITDA” by further increasing the allowance for acquisition and integration expenses related to the acquisition of URS and to allow for an internal corporate restructuring primarily involving the Company’s international subsidiaries. Under the Credit Agreement, the Company is subject to a maximum consolidated leverage ratio and minimum interest coverage ratio at the end of each fiscal quarter beginning with the quarter ended on March 31, 2015. The Company’s Consolidated Leverage Ratio was 4.7 at December 31 , 2015. As of December 31 , 2015, the Company was in compliance with the covenants of the Credit Agreement. At December 31 , 2015 and September 30, 201 5 , outstanding standby letters of credit totaled $98.6 million and $ 92.5 million, respectively, under its revolving credit facilities. As of December 31 , 2015 and September 30, 201 5 , the Company had $951.4 million and $ 947.6 million, respectively, available under its revolving credit facility. 2014 Senior Notes On October 6, 2014, the Company completed a private placement offering of $800,000,000 aggregate principal amount of its 5.750% Senior Notes due 2022 (2022 Notes) and $800,000,000 aggregate principal amount of its 5.875% Senior Notes due 2024 (the 2024 Notes and, together with the 2022 Notes, the 2014 Senior Notes or Notes). As of December 31 , 2015, the estimated fair market value of the 2014 Senior Notes was approximately $ 822 .0 million for the 2022 Notes and $812.0 million for the 2024 Notes. The fair value of the Notes as of December 31 , 2015 was derived by taking the mid - point of the trading prices from an observable market input (Level 2) in the secondary bond market and multiplying it by the outstanding balance of its Notes. At any time prior to October 15, 2017, the Company may redeem all or part of the 2022 Notes, at a redemption price equal to 100% of their principal amount, plus a “make whole” premium as of the redemption date, and accrued and unpaid interest (subject to the rights of holders of record on the relevant record date to receive interest due on the relevant interest payment date). In addition, at any time prior to October 15, 2017, the Company may redeem up to 35% of the original aggregate principal amount of the 2022 Notes with the proceeds of one or more equity offerings, at a redemption price equal to 105.750%, plus accrued and unpaid interest. Furthermore, at any time on or after October 15, 2017, the Company may redeem the 2022 Notes, in whole or in part, at once or over time, at the specified redemption prices plus accrued and unpaid interest thereon to the redemption date. At any time prior to July 15, 2024, the Company may redeem on one or more occasions all or part of the 2024 Notes at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) a “make - whole” premium as of the date of the redemption, plus any accrued and unpaid interest to the date of redemption. In addition, on or after July 15, 2024, the 2024 Notes may be redeemed at a redemption price of 100% of the principal amount thereof, plus accrued and unpaid interest to the date of redemption. The indenture pursuant to which the 2014 Senior Notes were issued contains customary events of default, including, among other things, payment default, exchange default, failure to provide certain notices thereunder and certain provisions related to bankruptcy events. The indenture also contains customary negative covenants. In connection with the offering of the Notes, the Company and the Guarantors entered into a Registration Rights Agreement, dated as of October 6, 2014 to exchange the Notes for registered notes having terms substantially identical in all material respects (except certain transfer restrictions, registration rights and additional interest provisions relating to the Notes will not apply to the registered notes). The Company filed an initial registration statement on Form S-4 with the SEC on July 6, 2015 that was declared effective by the SEC on September 29, 2015. On November 2, 2015, the Company completed its exchange offer which exchanged the Notes for the registered notes, as well as all related guarantees . The Company was in compliance with the covenants relating to the Notes as of December 31 , 2015. URS Senior Notes In connection with the URS acquisition, the Company assumed URS’s 3.85% Senior Notes due 2017 (2017 URS Senior Notes) and its 5.00% Senior Notes due 2022 (2022 URS Senior Notes), totaling $1.0 billion (URS Senior Notes). The URS acquisition triggered change in control provisions in the URS Senior Notes that allowed URS senior note holders to redeem their URS Senior Notes at a cash price equal to 101% of the principal amount and, accordingly, the Company redeemed $572.3 million of the URS Senior Notes on October 24, 2014. The URS Senior Notes are general unsecured senior obligations of AECOM Global II, LLC (as successor in interest to URS) and URS Fox US LP and are fully and unconditionally guaranteed on a joint - and - several basis by certain former URS domestic subsidiary guarantors. As of December 31 , 2015, the estimated fair market value of the URS Senior Notes was approximately $ 179.2 million for the 2017 URS Senior Notes and $223.7 million for the 2022 URS Senior Notes. The carrying value of the URS Senior Notes on the Company’s Consolidated Balance Sheets as of December 31 , 2015 was $ 181.5 million for the 2017 URS Senior Notes and $247.4 million for the 2022 URS Senior Notes. The fair value of the Company’s URS Senior Notes as of December 31 , 2015 was derived by taking the mid - point of the trading prices from an observable market input (Level 2) in the secondary bond market and multiplying it by the outstanding balance of the URS Senior Notes. As of December 31 , 2015, the Company was in compliance with the covenants relating to the URS Senior Notes. Other Debt Other debt consists primarily of obligations under capital leases and loans, and unsecured credit facilities. The Company’s unsecured credit facilities are primarily used for standby letters of credit issued for payment of performance guarantees. At December 31 , 2015 and September 30, 201 5 , these outstanding standby letters of credit totaled $362.6 million and $ 344.0 million, respectively. As of December 31 , 2015, the Company had $394.8 million available under these unsecured credit facilities. Effective Interest Rate The Company’s average effective interest rate on its total debt, including the effects of the interest rate swap agreements, during the three months ended December 31 , 2015 and 2014 was 4.2% and 4.0 %, respectively. |
Derivative Financial Instrument
Derivative Financial Instruments and Fair Value Measurements | 3 Months Ended |
Dec. 31, 2015 | |
Derivative Financial Instruments and Fair Value Measurements | |
Derivative Financial Instruments and Fair Value Measurements | 8. Derivative Financial Instruments and Fair Value Measurements The Company uses certain interest rate derivative contracts to hedge interest rate exposures on the Company’s variable rate debt. The Company enters into foreign currency derivative contracts with financial institutions to reduce the risk that its cash flows and earnings will be adversely affected by foreign currency exchange rate fluctuations. The Company’s hedging program is not designated for trading or speculative purposes. The Company recognizes derivative instruments as either assets or liabilities on the accompanying consolidated balance sheets at fair value. The Company records changes in the fair value (i.e., gains or losses) of the derivatives that have been designated as accounting hedges in the accompanying consolidated statements of operations as cost of revenue, interest expense or to accumulated other comprehensive loss in the accompanying consolidated balance sheets. Cash Flow Hedges The Company uses interest rate swap agreements designated as cash flow hedges to fix the variable interest rates on portions of the Company’s debt. The Company also uses foreign currency contracts designated as cash flow hedges to hedge forecasted revenue transactions denominated in currencies other than the U.S. dollar. The Company initially reports any gain on the effective portion of a cash flow hedge as a component of accumulated other comprehensive loss. Depending on the type of cash flow hedge, the gain is subsequently reclassified to either interest expense when the interest expense on the variable rate debt is recognized, or to cost of revenue when the hedged revenues are recorded. If the hedged transaction becomes probable of not occurring, any gain or loss related to interest rate swap agreements or foreign currency contracts would be recognized in other income (expense). Further, the Company excludes the change in the time value of the foreign currency contracts from the assessment of hedge effectiveness. The Company records the premium paid or time value of a contract on the date of purchase as an asset. Thereafter, the Company recognizes any change to this time value in cost of revenue. The notional principal, fixed rates and related expiration dates of the Company’s outstanding interest rate swap agreements were as follows: December 31, 2015 Notional Amount (in millions) Fixed Rate Expiration Date $ % June 2018 % September 2018 September 30, 2015 Notional Amount (in millions) Fixed Rate Expiration Date $ % June 2018 % September 2018 The notional principal of outstanding foreign currency forward contracts to purchase Australian dollars (AUD) with U.S. dollars was AUD 85.6 million (or approximately $64.3 million) and AUD 98.1 million (or $74.1 million) at December 31, 2015 and September 30, 2015 , respectively. Other Foreign Currency Forward Contracts The Company uses foreign currency forward contracts which are not designated as accounting hedges to hedge intercompany transactions and other monetary assets or liabilities denominated in currencies other than the functional currency of a subsidiary. Gains and losses on these contracts were not material for the three months ended December 31, 2015 and 2014. Fair Value Measurements The Company’s non-pension financial assets and liabilities recorded at fair values relate to derivative instruments and were not material at December 31, 2015 or 2014. See Note 13 for accumulated balances and reporting period activities of derivatives related to reclassifications out of accumulated other comprehensive income or loss for the three months ended December 31 , 2015 and 2014. Amounts recognized in accumulated other comprehensive loss from the Company’s foreign currency contracts were immaterial for all periods presented. Amounts reclassified from accumulated other comprehensive loss into income from the foreign currency contracts were immaterial for all periods presented. Additionally, there were no losses recognized in income due to amounts excluded from effectiveness testing from the Company’s interest rate swap agreements . During the year ended September 30, 2015 and 2014, the Company entered into two contingent consideration arrangements in connection with business acquisitions. Under the arrangements, the Company agreed to pay cash to the sellers if certain financial performance thresholds are achieved in the future. The fair value of the contingent consideration liability as of December 31, 2015 and September 30, 2015 was $39 million and $39 million, respectively, and is a Level 3 fair value measurement recorded within other accrued liabilities. It was valued based on estimated future net cash flows. After the initial recording of this liability as a part of purchase accounting, there were no material subsequent changes in fair value through December 31, 2015. Any future changes in the fair value of this contingent consideration liability will be recognized in earnings during the applicable period. |
Share-based Payments
Share-based Payments | 3 Months Ended |
Dec. 31, 2015 | |
Share-based Payments | |
Share-based Payments | 9. Share-based Payments The fair value of the Company’s employee stock option awards is estimated on the date of grant. The expected term of awards granted represents the period of time the awards are expected to be outstanding. The risk-free interest rate is based on U.S. Treasury bond rates with maturities equal to the expected term of the option on the grant date. The Company uses historical data as a basis to estimate the probability of forfeitures. Stock option activity for the three months ended December 31 was as follows: 2015 2014 Shares of stock under options Weighted average exercise price Shares of stock under options Weighted average exercise price (in millions) (in millions) Outstanding at September 30 $ $ Options granted — — — — Options exercised ) ) Options forfeited or expired — — — — Outstanding at December 31 Vested and expected to vest in the future as of December 31 $ $ The Company grants stock units to employees under its Performance Earnings Program (PEP), whereby units are earned and issued dependent upon meeting established cumulative performance objectives and vesting over a three-year period. Additionally, the Company issues restricted stock units to employees which are earned based on service conditions. The grant date fair value of PEP awards and restricted stock unit awards is that day’s closing market price of the Company’s common stock. The weighted average grant date fair value of PEP awards were $29.92 and $32.38 during the three months ended December 31, 2015 and 2014, respectively. The weighted average grant date fair value of restricted stock unit awards were $29.92 and $31.06 during the three months ended December 31, 2015 and 2014, respectively. Included in the restricted stock unit grants during the three months ended December 31, 2014 were 2.6 million restricted stock units with a grant date fair value of $30.04 that were converted from unvested URS service based restricted stock awards assumed by the Company in connection with the acquisition of URS. Total compensation expense related to share-based payments was $21.5 million and $62.3 million during the three months ended December 31, 2015 and 2014, respectively. Included in total compensation expense during the three months ended December 31, 2014 was $43.9 million related to the settlement of accelerated URS equity awards with $17.6 million of Company stock and $26.3 million in cash, which was classified as acquisition and integration expense. Unrecognized compensation expense related to total share-based payments outstanding was $176.4 million and $115.5 million as of December 31, 2015 and September 30, 2015, respectively, to be recognized on a straight-line basis over the awards’ respective vesting periods which are generally three years. Cash flow attributable to tax benefits resulting from tax deductions in excess of compensation cost recognized for those stock options (excess tax benefits) is classified as financing cash flows. Excess tax benefits of $3.3 million and $2.5 million for the three months ended December 31, 2015 and 2014, respectively, have been classified as financing cash inflows in the Consolidated Statements of Cash Flows. |
Income Taxes
Income Taxes | 3 Months Ended |
Dec. 31, 2015 | |
Income Taxes | |
Income Taxes | 10 . Income Taxes The Company’s effective tax rate fro m continuing operations was 62.9 % and 9.4% for the three months ended December 31, 2015 and 2014, respectively. The most significant items contributing to the difference between the statutory U.S. federal income tax rate of 35% and the Company’s effective tax rate for the three-month period ended December 31, 2015 were the recognition of a discrete benefit of $10.3 million related to the retroactive extension of previously expired research and development credits and other energy-related incentives enacted during the quarter, partially offset by the impact of current year losses primarily in Canada, South Africa, India, and Germany for which no tax benefit is expected due to valuation allowances of $4.9 million, and a $3.5 million discrete expense, net of related valuation allowance, due to the reduction in the United Kingdom statutory income tax rate during the quarter. The Company utilizes the annual effective tax rate method under ASC 740 to compute its interim tax provision. The Company’s effective tax rate fluctuates from quarter to quarter due to various factors including the change in the mix of global income, outcomes of administrative audits, changes in the assessment of valuation allowances due to management’s consideration of new positive or negative evidence during the quarter, and changes in tax laws and their interpretations which include possible tax reform contemplated in the United States and other jurisdictions around the world arising from the result of the base erosion and profit shifting (BEPS) project undertaken by the Organisation for Economic Co-operation Development (OECD) which, if finalized and adopted, could have a material impact on the Company’s income tax expense and deferred tax balances. The Company believes the outcomes which are reasonably possible within the next twelve months, including lapses in statutes of limitations, will not result in a material change in the liability for uncertain tax positions. Generally, the Company does not provide for U.S. taxes or foreign withholding taxes on undistributed earnings from non-U.S. subsidiaries because such earnings are able to and intended to be reinvested indefinitely. Determination of the amount of any unrecognized deferred income tax liability on this temporary difference is not practicable because of the complexities of the hypothetical calculation. The Company recorded a deferred tax liability in the amount of $108.9 million relating to certain foreign subsidiaries for which the undistributed earnings are not intended to be reinvested indefinitely as part of the liabilities assumed in connection with the acquisition of URS on October 17, 2014. In November 2015, the FASB issued new accounting guidance which simplifies the presentation of deferred income taxes. This guidance requires that deferred tax assets and liabilities be classified as noncurrent in the balance sheet. The Company has elected early adoption of this standard on a prospective basis in the first quarter of 2016. This resulted in a reclassification of the Company’s net current deferred tax asset and net current deferred tax liability to the net non-current deferred tax asset and to its net non-current deferred tax liability in the Company’s consolidated balance sheet as of December 31, 2015. No prior periods were retrospectively adjusted. The adoption of this guidance had no impact on the Company’s consolidated results of income or comprehensive income. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share | |
Earnings Per Share | 11 . Earnings Per Share Basic earnings per share (EPS) excludes dilution and is computed by dividing net income available for common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income attributable to AECOM by the weighted average number of common shares outstanding and potential common stock equivalent shares for the period. The Company includes as potential common shares the weighted average dilutive effects of outstanding stock options and restricted stock units using the treasury stock method. For the three months ended December 31, 2015 and 2014, options excluded from the calculation of potential common shares were not significant. The computation of diluted loss per share for the three months ended December 31, 2015 and 2014 excludes 1.2 million and 2.0 million of potential common shares, respectively, due to their antidilutive effect. The following table sets forth a reconciliation of the denominators for basic and diluted earnings per share: Three Months Ended December 31, 2015 December 31, 2014 (in millions) Denominator for basic earnings per share Potential common shares — — Denominator for diluted earnings per share |
Other Financial Information
Other Financial Information | 3 Months Ended |
Dec. 31, 2015 | |
Other Financial Information | |
Other Financial Information | 12 . Other Financial Information Accrued expenses and other current liabilities consist of the following: December 31, 2015 September 30, 2015 (in millions) Accrued salaries and benefits $ $ Accrued contract costs Other accrued expenses $ $ Accrued contract costs above include balances related to professional liability accruals of $231.0 million and $239.2 million as of December 31, 2015 and September 30, 2015, respectively. The remaining accrued contract costs primarily relate to costs for services provided by subcontractors and other non-employees. Liabilities recorded related to accrued contract losses were not material as of December 31 and September 30, 2015 . The Company did not have material revisions to estimates for contracts where revenue is recognized using the percentage-of-completion method during the three months ended December 31, 2015. |
Reclassification out of Accumul
Reclassification out of Accumulated Other Comprehensive Loss | 3 Months Ended |
Dec. 31, 2015 | |
Reclassifications out of Accumulated Other Comprehensive Loss | |
Reclassifications out of Accumulated Other Comprehensive Loss | 13 . Reclassifications out of Accumulated Other Comprehensive Loss The accumulated balances and reporting period activities for the three months ended December 31 , 2015 and 2014 related to reclassifications out of accumulated other comprehensive loss are summarized as follows (in millions): Pension Related Adjustments Foreign Currency Translation Adjustments Loss on Derivative Instruments Accumulated Other Comprehensive Loss Balances at September 30, 2015 $ ) $ ) $ ) $ ) Other comprehensive (loss) income before reclassification ) ) ) Amounts reclassified from accumulated other comprehensive loss: Actuarial losses, net of tax — — Cash flow hedge losses, net of tax — — Balances at December 31, 2015 $ ) $ ) $ ) $ ) Pension Related Adjustments Foreign Currency Translation Adjustments Loss on Derivative Instruments Accumulated Other Comprehensive Loss Balances at September 30, 2014 $ ) $ ) $ ) $ ) Other comprehensive income (loss) before reclassification ) ) ) Amounts reclassified from accumulated other comprehensive loss: Actuarial losses, net of tax — — Cash flow hedge losses, net of tax — — Balances at December 31, 2014 $ ) $ ) $ ) $ ) |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies | |
Commitments and Contingencies | 14 . Commitments and Contingencies The Company records amounts representing its probable estimated liabilities relating to claims, guarantees, litigation, audits and investigations. The Company relies in part on qualified actuaries to assist it in determining the level of reserves to establish for insurance - related claims that are known and have been asserted against it, and for insurance - related claims that are believed to have been incurred based on actuarial analysis, but have not yet been reported to the Company’s claims administrators as of the respective balance sheet dates. The Company includes any adjustments to such insurance reserves in its consolidated results of operations. The Company and its affiliates are involved in various investigations, audits, claims and lawsuits arising in the normal course of business. The Company is not always aware that it or its affiliates are under investigation, or of the status in such matters, but the Company is currently aware of certain pending investigations, including the matters described below. In the opinion of management, based on current information and discussions with counsel, with the exception of matters noted below, the ultimate resolution of these matters is not expected to have a material adverse effect on the Company’s consolidated balance sheet or statements of operations or cash flows. In some instances, the Company guarantees that a project, when complete, will achieve specified performance standards. If the project subsequently fails to meet guaranteed performance standards, the Company may either incur additional costs or be held responsible for the costs incurred by the client to achieve the required performance standards. At December 31 , 2015, the Company was contingently liable in the amount of approximately $461.2 million under standby letters of credit issued primarily in connection with general and professional liability insurance programs and for payment of performance guarantees. In the ordinary course of business, the Company enters into various agreements providing financial or performance assurances to clients on behalf of certain unconsolidated partnerships, joint ventures and other jointly executed contracts. These agreements are entered into primarily to support the project execution commitments of these entities. In addition, in connection with the investment activities of AECOM Capital, the Company provides guarantees of certain obligations, including guarantees for completion of projects, repayment of debt, environmental indemnity obligations and acts of willful misconduct. The guarantees have various expiration dates. The maximum potential payment amount of an outstanding performance guarantee is the remaining cost of work to be performed by or on behalf of third parties. Generally, under joint venture arrangements, if a partner is financially unable to complete its share of the contract, the other partner(s) will be required to complete those activities. The Company does not expect that these guarantees will have a material adverse effect on its consolidated balance sheet or statements of operations or cash flows. USAID Egyptian Projects In November 2004, the federal government filed a civil action in Idaho federal district court against Washington Group International, a Delaware company (WGI), an affiliate of URS, which the Company acquired on October 17, 2014, and two of WGI’s subcontractors, asserting violations under the Federal False Claims Act and Federal Foreign Assistance Act of 1961 for failure to comply with U.S. Agency for International Development (USAID) source, origin, and nationality regulations in connection with five USAID - financed Egyptian projects beginning in the early 1990s. The federal government sought a refund of the approximately $373 million paid to WGI under the contracts for the five completed and fully operational projects as well as damages and civil penalties (including doubling and trebling of damages) for violation of the statutes. In March 2005, WGI filed motions in Idaho federal district court and the United States Bankruptcy Court in Nevada contending that the federal government’s Idaho federal district court action was barred under the plan of reorganization approved by the Bankruptcy Court in 2002 when WGI emerged from bankruptcy protection. In 2006, the Idaho federal district court action was stayed pending the bankruptcy - related proceedings. On April 24, 2012, the Bankruptcy Court ruled that the bulk of the federal government’s claims under the Federal False Claims and the Federal Foreign Assistance Acts are not barred. On November 7, 2012, WGI appealed the Bankruptcy Court’s decision to the Ninth Circuit Bankruptcy Appellate Panel. On August 2, 2013, the Appellate Panel affirmed the Bankruptcy Court’s decision. On September 26, 2013, WGI appealed the Appellate Panel’s decision to the United States Ninth Circuit Court of Appeals. On January 5, 2016, WGI and the federal government settled this matter and WGI paid $9 million for a release of all claims without admitting any liability. This settlement did not have a material impact to the Company’s financial results. DOE Deactivation, Demolition, and Removal Project Washington Group International, an Ohio company (WGI Ohio), an affiliate of URS, executed a cost-reimbursable task order with the Department of Energy (DOE) in 2007 to provide deactivation, demolition and removal services at a New York State project site that, during 2010, experienced contamination and performance issues and remains uncompleted. In February 2011, WGI Ohio and the DOE executed a Task Order Modification that changed some cost-reimbursable contract provisions to at-risk. The Task Order Modification, including subsequent amendments, requires the DOE to pay all project costs up to $106 million, requires WGI Ohio and the DOE to equally share in all project costs incurred from $106 million to $146 million, and requires WGI Ohio to pay all project costs exceeding $146 million. Due to unanticipated requirements and permitting delays by federal and state agencies, as well as delays and related ground stabilization activities caused by Hurricane Irene in 2011, WGI Ohio has been required to perform work outside the scope of the Task Order Modification. In December 2014, WGI Ohio submitted claims against the DOE pursuant to the Contracts Disputes Acts seeking recovery of $103 million, including additional fees on changed work scope. Due to significant delays and uncertainties about responsibilities for the scope of remaining work, final project completion costs and other associated costs may exceed $100 million. In addition, WGI Ohio assets and liabilities, including the value of the above claims, were also measured at their fair value on October 17, 2014, the date AECOM acquired WGI Ohio’s parent company. See Note 3 . WGI Ohio can provide no certainty that it will recover the DOE claims and fees submitted in December 2014, as well as any other project costs after December 2014 that WGI Ohio is obligated to incur including the remaining project completion costs, which could have a material adverse effect on the Company’s results of operations. Canadian Pipeline Contract In January 2010, a pipeline owner filed an action in the Court of Queen’s Bench of Alberta, Canada against Flint Energy Services Ltd. (Flint), an affiliate of URS, as well as against a number of other defendants, alleging that the defendants negligently provided pipe coating and insulation system services, engineering, design services, construction services, and other work, causing damage to and abandonment of the line. The pipeline owner alleges it has suffered approximately C$ 45 million in damages in connection with the abandonment and replacement of the pipeline. Flint was the construction contractor on the pipeline project. Other defendants were responsible for engineering and design - services and for specifying and providing the actual pipe, insulation and coating materials used in the line. In January 2011, the pipeline owner served a Statement of Claim on Flint and, in September 2011, Flint filed a Statement of Defense denying that the damages to the coating system of the pipeline were caused by any negligence or breach of contract of Flint. Since 2011, preliminary legal proceedings have occurred and Flint’s first expected trial date has been set for April 2016. Flint disputes the pipeline owner’s claims and intends to continue to defend this matter vigorously; however, it cannot provide assurance that it will be successful, in whole or in part, in these efforts. The potential range of loss in excess of the current accrual cannot be reasonably estimated at this time, primarily due to the substantial uncertainty regarding the actual cause of the damage to or loss of the line is disputed; the nature and amount of each individual damage claim against the various defendants; and the uncertainty concerning legal theories and factual bases that the customer may present against all or some of the defendants. Waste Isolation Pilot Plant Environmental Incidents AECOM is a member of Nuclear Waste Partnership, LLC, a joint venture that manages and operates the Waste Isolation Pilot Plant (WIPP), a DOE federal waste repository in New Mexico designed to dispose of low level transuranic (TRU) radioactive waste generated by federal facilities. On February 5, 2014, an underground vehicle fire suspended operations at WIPP. On February 14, 2014, in a separate and unrelated event, a TRU waste container that originated from Los Alamos National Laboratory breached and released low levels of radiological contaminants from the mine at WIPP into the atmosphere. On December 6, 2014, the DOE and Nuclear Waste Partnership received an administrative compliance order and civil penalty of $17.7 million from the New Mexico Environment Department alleging violations of the Resource Conservation and Recovery Act and the New Mexico Hazardous Waste Act due to WIPP’s failure to prevent the underground fire and the radiological release. In addition, disposal operations at WIPP have been suspended until a final recovery plan can be implemented. On January 22, 2016, Nuclear Waste Partnership, the DOE and the New Mexico Environmental Department executed a settlement agreement resolving this matter in which the DOE agreed to provide future funding for various projects in lieu of any penalty payments. This settlement resulted in a favorable adjustment to income of $13.2 million ($10.1 million, net of controlling interests). Tishman Inquiry The U.S. Attorney’s Office for the Eastern District of New York (USAO) informed the Company’s subsidiary Tishman Construction Corporation (TCC) that, in connection with a wage and hour investigation of several New York area contractors, the USAO investigated potential improper overtime payments to union workers on projects managed by TCC and other contractors in New York dating back to 1999. TCC was acquired by the Company in 2010. As previously reported in the Company’s Form 8-K filed on December 11, 2015, the USAO announced on December 10, 2015 that Tishman Construction agreed to settle this matter by entering into a deferred prosecution agreement, by offering restitution to its clients of approximately $5.6 million, and by paying approximately $14.6 million in fines over a two-year period to the federal government. This settlement did not have a material impact to the Company’s financial results. TCC did not profit from any of the funds in question. AECOM Australia In 2005 and 2006, the Company’s main Australian subsidiary, AECOM Australia Pty Ltd (AECOM Australia), performed a traffic forecast assignment for a client consortium as part of the client’s project to design, build, finance and operate a tolled motorway tunnel in Australia. To fund the motorway’s design and construction, the client formed certain special purpose vehicles (SPVs) that raised approximately $700 million Australian dollars through an initial public offering (IPO) of equity units in 2006 and approximately an additional $1.4 billion Australian dollars in long term bank loans. The SPVs went into insolvency administrations in February 2011. KordaMentha, the receivers for the SPVs (the RCM Applicants), caused a lawsuit to be filed against AECOM Australia by the RCM Applicants in the Federal Court of Australia on May 14, 2012. Portigon AG (formerly WestLB AG), one of the lending banks to the SPVs, filed a lawsuit in the Federal Court of Australia against AECOM Australia on May 18, 2012. Separately, a class action lawsuit, which has been amended to include approximately 770 of the IPO investors, was filed against AECOM Australia in the Federal Court of Australia on May 31, 2012. All of the lawsuits claim damages that purportedly resulted from AECOM Australia’s role in connection with the above described traffic forecast. The class action applicants claim that they represent investors who acquired approximately $155 million Australian dollars of securities. On July 10, 2015, AECOM Australia, the RCM Applicants and Portigon AG entered into a Deed of Release settling the respective lawsuits for $205 million (U.S. dollars). This settlement did not have a material impact to the Company’s financial results. AECOM Australia disputes the claimed entitlements to damages asserted by the remaining class action lawsuit and will continue to defend this matter vigorously . AECOM Australia cannot provide assurance that it will be successful in these efforts. The potential range of loss in excess of the current accrual cannot be reasonably estimated at this time, primarily due to the fact that the matter involves unique and significant issues pertaining to the plaintiffs’ reliance on AECOM Australia’s reports, the quantum of damages that may be asserted against AECOM Australia, and numerous proportionate liability claims against the primary and third party defendants . DOE Hanford Nuclear Reservation URS Energy and Construction, Washington River Protection Solutions LLC and Washington Closure Hanford LLC, affiliates of URS, perform services under multiple contracts (including under the Waste Treatment Plant contract, the Tank Farm contract and the River Corridor contract) at the DOE’s Hanford nuclear reservation that have been subject to various government investigations or litigation: Waste Treatment Plant government investigation: The federal government is conducting an investigation into the Company’s affiliate, URS Energy & Construction, a subcontractor on the Waste Treatment Plant, regarding contractual compliance and various technical issues in the design, development and construction of the Waste Treatment Plant. Waste Treatment Plant whistleblower and employment claims: Two former employees have each filed employment related claims against the Company’s affiliate, URS Energy & Construction, seeking restitution for alleged retaliation and wrongful termination. In August 2015, URS Energy & Construction settled one of these former employees’ whistleblower and employment related claims for $4.1 million. Tank Farms government investigation: The federal government is conducting an investigation regarding the time keeping of employees at the Company’s joint venture, Washington River Protection Solutions LLC, when the joint venture took over as the prime contractor from another federal contractor. Tank Farms government investigation: The federal government was conducting an investigation into the circumstances surrounding the response of the Company’s joint venture, Washington River Protection Solutions LLC, to a leak within the tank farms of the Hanford nuclear reservation. On December 8, 2015, the United States District Court, Eastern District of Washington dismissed this matter. River Corridor litigation: The federal government has partially intervened in a false claims act complaint filed in the Eastern District of Washington on December 2013 challenging the Company’s joint venture, Washington Closure Hanford LLC, and its contracting procedures under the Small Business Act. URS Energy and Construction, Washington River Protection Solutions LLC and Washington Closure Hanford LLC dispute these investigations and claims and intend to continue to defend these matters vigorously; however, URS Energy and Construction, Washington River Protection Solutions LLC and Washington Closure Hanford LLC cannot provide assurances that they will be successful in these efforts. The potential range of loss in excess of the current accrual cannot be reasonably estimated at this time, primarily due to the fact that these matters involve complex and unique environmental and regulatory issues; each project site contains multiple parties, including various local, state and federal government agencies; conflicts of law between local, state and federal regulations; substantial uncertainty regarding any alleged damages; and the preliminary stage of the government investigations or litigation . |
Reportable Segments
Reportable Segments | 3 Months Ended |
Dec. 31, 2015 | |
Reportable Segments | |
Reportable Segments | 15 . Reportable Segments The Company’s operations are organized into three reportable segments: Design and Consulting Services (DCS), Co nstruction Services (CS), and Management Services (MS). The Company’s DCS reportable segment delivers planning, consulting, architectural, environmental, and engineering design services to commercial and government clients worldwide. The Company’s CS reportable segment provides construction services primarily in the Americas. The Company’s MS reportable segment provides program and facilities management and maintenance, training, logistics, consulting, and technical assistance and systems integration services, primarily for agencies of the U.S. government. These reportable segments are organized by the types of services provided, the differing specialized needs of the respective clients, and how the Company manages its business. The Company has aggregated various operating segments into its reportable segments based on their similar characteristics, including similar long term financial performance, the nature of services provided, internal processes for delivering those services, and types of customers. The following tables set forth summarized financial information concerning the Company’s reportable segments: Reportable Segments: Design and Consulting Services Construction Services Management Services Corporate Total (in millions) Three Months Ended December 31, 2015: Revenue $ $ $ $ — $ Gross profit — Equity in earnings of joint ventures — General and administrative expenses — — — ) ) Acquisition and integration expenses — — — ) ) Operating income ) Gross profit as a % of revenue % % % — % Reportable Segments: Design and Consulting Services Construction Services Management Services Corporate Total (in millions) Three Months Ended December 31, 2014: Revenue $ $ $ $ — $ Gross profit — Equity in earnings of joint ventures — General and administrative expenses — — — ) ) Acquisition and integration expenses — — — ) ) Operating income ) ) Gross profit as a % of revenue % % % — % Reportable Segments: Design and Consulting Services Construction Services Management Services Corporate Total Total assets December 31, 2015 $ $ $ $ $ September 30, 2015 |
Condensed Consolidating Financi
Condensed Consolidating Financial Information | 3 Months Ended |
Dec. 31, 2015 | |
Condensed Consolidating Financial Information | |
Condensed Consolidating Financial Information | 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 (unaudited — in millions) December 31, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total ASSETS CURRENT ASSETS: Total cash and cash equivalents $ $ $ $ — $ Accounts receivable - net — — Intercompany receivable ) — Prepaid expenses and other current assets — Income taxes receivable — — TOTAL CURRENT ASSETS ) PROPERTY AND EQUIPMENT - NET — DEFERRED TAX ASSETS - NET — ) INVESTMENTS IN CONSOLIDATED SUBSIDIARIES ) — INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES — GOODWILL — — INTANGIBLE ASSETS - NET — — OTHER NON - CURRENT ASSETS — TOTAL ASSETS $ $ $ $ ) $ LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Short-term debt $ $ — $ $ — $ Accounts payable — Accrued expenses and other current liabilities — Intercompany payable ) — Billings in excess of costs on uncompleted contracts — — Current portion of long-term debt — TOTAL CURRENT LIABILITIES ) OTHER LONG-TERM LIABILITIES — DEFERRED TAX LIABILITY - NET — ) NOTE PAYABLE INTERCOMPANY - NON CURRENT — — ) — LONG-TERM DEBT — TOTAL LIABILITIES ) TOTAL AECOM STOCKHOLDERS’ EQUITY ) Noncontrolling interests — — — TOTAL STOCKHOLDERS’ EQUITY ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ $ $ $ ) $ Condensed Consolidating Balance Sheets (unaudited - in millions) September 30, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total ASSETS CURRENT ASSETS: Total cash and cash equivalents $ $ $ $ — $ Accounts receivable—net — — Intercompany receivable ) — Prepaid expenses and other current assets — Income taxes receivable — — Deferred tax assets—net — ) TOTAL CURRENT ASSETS ) PROPERTY AND EQUIPMENT—NET — DEFERRED TAX ASSETS—NET — ) — INVESTMENTS IN CONSOLIDATED SUBSIDIARIES ) — INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES — GOODWILL — — INTANGIBLE ASSETS—NET — — OTHER NON-CURRENT ASSETS — TOTAL ASSETS $ $ $ $ ) $ LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Short-term debt $ $ — $ $ — $ Accounts payable — Accrued expenses and other current liabilities — Intercompany payable ) — Billings in excess of costs on uncompleted contracts — — Deferred tax liability — net — — ) — Current portion of long-term debt — TOTAL CURRENT LIABILITIES ) OTHER LONG-TERM LIABILITIES — DEFERRED TAX LIABILITY — NET — ) NOTE PAYABLE INTERCOMPANY—NON CURRENT — — ) — LONG-TERM DEBT — TOTAL LIABILITIES ) TOTAL AECOM STOCKHOLDERS’ EQUITY ) Noncontrolling interests — — — TOTAL STOCKHOLDERS’ EQUITY ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ $ $ $ ) $ Condensed Consolidating Statements of Operations (unaudited - in millions) For the three months ended December 31, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Revenue $ — $ $ $ ) $ Cost of Revenue — ) Gross Profit — — Equity in earnings from subsidiaries ) ) — Equity in earnings of joint ventures — — General and administrative expenses ) ) — — ) Acquisition and integration expenses ) — — — ) (Loss) income from operations ) ) Loss on disposal activity — — ) — ) Other income ) Interest expense ) ) ) ) (Loss) income before income tax (benefit) expense ) ) ) Income tax (benefit) expense ) ) Net (loss) income ) ) ) Noncontrolling interest in income of consolidated subsidiaries, net of tax — — ) — ) Net (loss) income attributable to AECOM $ ) $ $ $ ) $ ) For the three months ended December 31, 2014 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Revenue $ — $ $ $ ) $ Cost of revenue — ) Gross profit — — Equity in earnings from subsidiaries ) — Equity in earnings of joint ventures — ) — General and administrative expenses ) ) — — ) Acquisition and integration expenses ) ) — — ) (Loss) income from operations ) ) ) Other income ) Interest expense ) ) ) ) (Loss) income before income tax (benefit) expense ) ) ) Income tax (benefit) expense ) ) Net (loss) income ) ) ) Noncontrolling interests in income of consolidated subsidiaries, net of tax — — ) — ) Net (loss) income attributable to AECOM $ ) $ $ $ ) $ ) Consolidating Statements of Comprehensive Income (Loss) (unaudited - in millions) For the three months ended December 31, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Net (loss) income $ ) $ $ $ ) $ ) Other comprehensive income (loss), net of tax: Net unrealized gain on derivatives, net of tax — — Foreign currency translation adjustments — — ) — ) Pension adjustments, net of tax ) — Other comprehensive income (loss), net of tax ) ) — ) Comprehensive loss net of tax ) ) ) ) ) Noncontrolling interests in comprehensive income of consolidated subsidiaries, net of tax — — ) — ) Comprehensive loss attributable to AECOM, net of tax $ ) $ ) $ ) $ ) $ ) For the three months ended December 31, 2014 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Net (loss) income $ ) $ $ $ ) $ ) Other comprehensive (loss) income, net of tax: Net unrealized loss on derivatives, net of tax ) — — — ) Foreign currency translation adjustments — — ) — ) Pension adjustments, net of tax — — Other comprehensive loss, net of tax ) — ) — ) Comprehensive (loss) income, net of tax ) ) ) ) Noncontrolling interests in comprehensive income of consolidated subsidiaries, net of tax — — ) — ) Comprehensive (loss) income attributable to AECOM, net of tax $ ) $ $ ) $ ) $ ) Condensed Consolidating Statements of Cash Flows (unaudited - in millions) For the three months ended December 31, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total CASH FLOWS FROM OPERATING ACTIVITIES $ ) $ $ $ — $ CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from disposal of businesses and property — — — Net investment in unconsolidated joint ventures — ) ) — ) Net sales of investments — — — Payments for capital expenditures, net of disposals ) ) — ) Receipts from intercompany notes receivable — ) — Other intercompany investing activities — ) — Net cash used in investing activities ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from borrowings under credit agreements — — Repayments of borrowings under credit agreements ) ) ) — ) Cash paid for debt and equity issuance costs ) — — — ) Proceeds from issuance of common stock — — — Proceeds from exercise of stock options — — — Payments to repurchase common stock ) — — — ) Excess tax benefit from share-based payment — — — Net distributions to noncontrolling interests — — ) — ) Other financing activities ) ) — ) Intercompany notes repayments — — ) — Other intercompany financing activities — ) ) — Net cash used in financing activities ) ) ) ) EFFECT OF EXCHANGE RATE CHANGES ON CASH — — ) — ) NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ) — ) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR — CASH AND CASH EQUIVALENTS AT END OF YEAR $ $ $ $ — $ For the three months ended December 31, 2014 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total CASH FLOWS FROM OPERATING ACTIVITIES $ ) $ $ $ — $ CASH FLOWS FROM INVESTING ACTIVITIES: Payments for business acquisitions, net of cash acquired ) — ) Net investment in unconsolidated joint ventures — ) ) — ) Net purchases of investments ) — ) — ) Payments for capital expenditures, net of disposals ) ) ) — ) Receipts from intercompany notes receivable — ) — Other intercompany investing activities — ) — Net cash used in investing activities ) ) ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from borrowings under credit agreements — Repayments of borrowings under credit agreements ) ) ) — ) Issuance of unsecured senior notes — — — Prepayment penalty on Unsecured Senior Notes ) — — — ) Cash paid for debt and equity issuance costs ) — — — ) Proceeds from issuance of common stock — — — Proceeds from exercise of stock options — — — Payments to repurchase common stock ) — — — ) Excess tax benefit from share-based payment — — — Net distributions to noncontrolling interests — — ) — ) Other financing activities ) ) — ) Intercompany notes repayments — — ) — Other intercompany financing activities — ) ) — Net cash used in financing activities ) ) EFFECT OF EXCHANGE RATE CHANGES ON CASH — — ) — ) NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ) — CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR — CASH AND CASH EQUIVALENTS AT END OF YEAR $ $ $ $ — $ |
Business Acquisitions, Goodwi23
Business Acquisitions, Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Business Acquisitions, Goodwill and Intangible Assets | |
Schedule of estimated fair values of the assets acquired and liabilities assumed, as of the acquisition dates | The following summarizes the estimated fair values of URS assets acquired and liabilities assumed (in millions), as of the acquisition date: Cash and cash equivalents $ Accounts receivable Prepaid expenses and other current assets Property and equipment Identifiable intangible assets: Customer relationships, contracts and backlog Tradename Total identifiable intangible assets Goodwill Other non-current assets Accounts payable ) Accrued expenses and other current liabilities ) Billings in excess of costs on uncompleted contracts ) Current portion of long-term debt ) Other long-term liabilities ) Pension benefit obligations ) Long-term debt ) Noncontrolling interests ) Net assets acquired $ |
Schedule of pro forma operating results | Three Months Ended Dec 31, 2014 (in millions) Revenue $ Income from continuing operations Net income Net income attributable to AECOM Net income attributable to AECOM per share: Basic $ Diluted $ |
Schedule of acquisition and integration expenses | Acquisition and integration expenses in the accompanying consolidated statements of operations comprised of the following (in millions): Three months ended Dec 31, 2015 2014 Severance and personnel costs $ $ Professional service, real estate-related, and other expenses Total $ $ |
Schedule of changes in the carrying value of goodwill by reportable segment | September 30, 2015 Post- Acquisition Adjustments Foreign Exchange Impact Disposed December 31, 2015 (in millions) Design and Consulting Services $ $ ) $ ) $ — $ Construction Services ) ) ) Management Services — ) — Total $ $ ) $ ) $ ) $ |
Schedule of finite-lived intangible assets by major class | December 31, 2015 September 30, 2015 Gross Amount Accumulated Amortization Intangible Assets, Net Gross Amount Accumulated Amortization Intangible Assets, Net Amortization Period (in millions) (years) Backlog and customer relationships $ $ ) $ $ $ ) $ 1 – 11 Trademark / tradename ) — ) — 0.3 - 2 Total $ $ ) $ $ $ ) $ |
Schedule of estimated future amortization expense of intangible assets | Fiscal Year (in millions) 2016 (nine months remaining) $ 2017 2018 2019 2020 Thereafter Total $ |
Accounts Receivable-Net (Tables
Accounts Receivable-Net (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Accounts Receivable-Net | |
Schedule of net accounts receivable | December 31, 2015 September 30, 2015 (in millions) Billed $ $ Unbilled Contract retentions Total accounts receivable—gross Allowance for doubtful accounts ) ) Total accounts receivable—net $ $ |
Joint Ventures and Variable I25
Joint Ventures and Variable Interest Entities (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Joint Ventures and Variable Interest Entities | |
Summary of unaudited financial information of the consolidated joint ventures | December 31, 2015 September 30, 2015 (in millions) Current assets $ $ Non-current assets Total assets $ $ Current liabilities $ $ Non-current liabilities Total liabilities Total AECOM equity Noncontrolling interests Total owners’ equity Total liabilities and owners’ equity $ $ |
Summary of unaudited financial information of the unconsolidated joint ventures | December 31, 2015 September 30, 2015 (in millions) Current assets $ $ Non-current assets Total assets $ $ Current liabilities $ $ Non-current liabilities Total liabilities Joint ventures’ equity Total liabilities and joint ventures’ equity $ $ AECOM’s investment in joint ventures $ $ Three Months Ended December 31, 2015 December 31, 2014 (in millions) Revenue $ $ Cost of revenue Gross profit $ $ Net income $ $ |
Summary of AECOM's equity in earnings of unconsolidated joint ventures | Three Months Ended December 31, 2015 December 31, 2014 (in millions) Pass through joint ventures $ $ Other joint ventures Total $ $ |
Pension Benefit Obligations (Ta
Pension Benefit Obligations (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Pension Benefit Obligations | |
Components of net periodic cost for the Company's pension and post-retirement plans | Three Months Ended December 31, 2015 December 31, 2014 U.S. Int’l U.S. Int’l (in millions) Components of net periodic (benefit) cost: Service costs $ $ $ $ Interest cost on projected benefit obligation Expected return on plan assets ) ) ) ) Amortization of prior service cost — ) — ) Amortization of net loss Curtailment gain recognized ) — — — Settlement (gain) loss recognized ) — Net periodic (benefit) cost $ ) $ ) $ $ |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Debt | |
Schedule of debt | December 31, 2015 September 30, 2015 (in millions) 2014 Credit Agreement $ $ 2014 Senior Notes URS Senior Notes Other debt Total debt Less: Current portion of debt and short-term borrowings ) ) Long-term debt, less current portion $ $ |
Schedule of maturities of debt | The following table presents, in millions, scheduled maturities of the Company’s debt as of December 31, 2015: Fiscal Year 2016 (nine months remaining) $ 2017 2018 2019 2020 Thereafter Total $ |
Derivative Financial Instrume28
Derivative Financial Instruments and Fair Value Measurements (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Derivative Financial Instruments and Fair Value Measurements | |
Notional principle, fixed rates and related expiration dates of outstanding interest rate swap agreements | December 31, 2015 Notional Amount (in millions) Fixed Rate Expiration Date $ % June 2018 % September 2018 September 30, 2015 Notional Amount (in millions) Fixed Rate Expiration Date $ % June 2018 % September 2018 |
Share-based payments (Tables)
Share-based payments (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Share-based Payments | |
Schedule of stock option activity | 2015 2014 Shares of stock under options Weighted average exercise price Shares of stock under options Weighted average exercise price (in millions) (in millions) Outstanding at September 30 $ $ Options granted — — — — Options exercised ) ) Options forfeited or expired — — — — Outstanding at December 31 Vested and expected to vest in the future as of December 31 $ $ |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share | |
Reconciliation of the denominators for basic and diluted EPS | Three Months Ended December 31, 2015 December 31, 2014 (in millions) Denominator for basic earnings per share Potential common shares — — Denominator for diluted earnings per share |
Other Financial Information (Ta
Other Financial Information (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Other Financial Information | |
Schedule of accrued expenses and other current liabilities | December 31, 2015 September 30, 2015 (in millions) Accrued salaries and benefits $ $ Accrued contract costs Other accrued expenses $ $ |
Reclassifications out of Accumu
Reclassifications out of Accumulated Other Comprehensive Losses (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Reclassifications out of Accumulated Other Comprehensive Loss | |
Schedule of accumulated balances and reporting period activities related to reclassifications out of accumulated other comprehensive loss | The accumulated balances and reporting period activities for the three months ended December 31 , 2015 and 2014 related to reclassifications out of accumulated other comprehensive loss are summarized as follows (in millions): Pension Related Adjustments Foreign Currency Translation Adjustments Loss on Derivative Instruments Accumulated Other Comprehensive Loss Balances at September 30, 2015 $ ) $ ) $ ) $ ) Other comprehensive (loss) income before reclassification ) ) ) Amounts reclassified from accumulated other comprehensive loss: Actuarial losses, net of tax — — Cash flow hedge losses, net of tax — — Balances at December 31, 2015 $ ) $ ) $ ) $ ) Pension Related Adjustments Foreign Currency Translation Adjustments Loss on Derivative Instruments Accumulated Other Comprehensive Loss Balances at September 30, 2014 $ ) $ ) $ ) $ ) Other comprehensive income (loss) before reclassification ) ) ) Amounts reclassified from accumulated other comprehensive loss: Actuarial losses, net of tax — — Cash flow hedge losses, net of tax — — Balances at December 31, 2014 $ ) $ ) $ ) $ ) |
Reportable Segments (Tables)
Reportable Segments (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Reportable Segments | |
Summarized financial information concerning the Company's reportable segments | Reportable Segments: Design and Consulting Services Construction Services Management Services Corporate Total (in millions) Three Months Ended December 31, 2015: Revenue $ $ $ $ — $ Gross profit — Equity in earnings of joint ventures — General and administrative expenses — — — ) ) Acquisition and integration expenses — — — ) ) Operating income ) Gross profit as a % of revenue % % % — % Reportable Segments: Design and Consulting Services Construction Services Management Services Corporate Total (in millions) Three Months Ended December 31, 2014: Revenue $ $ $ $ — $ Gross profit — Equity in earnings of joint ventures — General and administrative expenses — — — ) ) Acquisition and integration expenses — — — ) ) Operating income ) ) Gross profit as a % of revenue % % % — % Reportable Segments: Design and Consulting Services Construction Services Management Services Corporate Total Total assets December 31, 2015 $ $ $ $ $ September 30, 2015 |
Condensed Consolidating Finan34
Condensed Consolidating Financial Information (Tables) | 3 Months Ended |
Dec. 31, 2015 | |
Condensed Consolidating Financial Information | |
Schedule of Condensed Consolidating Balance Sheet | Condensed Consolidating Balance Sheets (unaudited — in millions) December 31, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total ASSETS CURRENT ASSETS: Total cash and cash equivalents $ $ $ $ — $ Accounts receivable - net — — Intercompany receivable ) — Prepaid expenses and other current assets — Income taxes receivable — — TOTAL CURRENT ASSETS ) PROPERTY AND EQUIPMENT - NET — DEFERRED TAX ASSETS - NET — ) INVESTMENTS IN CONSOLIDATED SUBSIDIARIES ) — INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES — GOODWILL — — INTANGIBLE ASSETS - NET — — OTHER NON - CURRENT ASSETS — TOTAL ASSETS $ $ $ $ ) $ LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Short-term debt $ $ — $ $ — $ Accounts payable — Accrued expenses and other current liabilities — Intercompany payable ) — Billings in excess of costs on uncompleted contracts — — Current portion of long-term debt — TOTAL CURRENT LIABILITIES ) OTHER LONG-TERM LIABILITIES — DEFERRED TAX LIABILITY - NET — ) NOTE PAYABLE INTERCOMPANY - NON CURRENT — — ) — LONG-TERM DEBT — TOTAL LIABILITIES ) TOTAL AECOM STOCKHOLDERS’ EQUITY ) Noncontrolling interests — — — TOTAL STOCKHOLDERS’ EQUITY ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ $ $ $ ) $ Condensed Consolidating Balance Sheets (unaudited - in millions) September 30, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total ASSETS CURRENT ASSETS: Total cash and cash equivalents $ $ $ $ — $ Accounts receivable—net — — Intercompany receivable ) — Prepaid expenses and other current assets — Income taxes receivable — — Deferred tax assets—net — ) TOTAL CURRENT ASSETS ) PROPERTY AND EQUIPMENT—NET — DEFERRED TAX ASSETS—NET — ) — INVESTMENTS IN CONSOLIDATED SUBSIDIARIES ) — INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES — GOODWILL — — INTANGIBLE ASSETS—NET — — OTHER NON-CURRENT ASSETS — TOTAL ASSETS $ $ $ $ ) $ LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Short-term debt $ $ — $ $ — $ Accounts payable — Accrued expenses and other current liabilities — Intercompany payable ) — Billings in excess of costs on uncompleted contracts — — Deferred tax liability — net — — ) — Current portion of long-term debt — TOTAL CURRENT LIABILITIES ) OTHER LONG-TERM LIABILITIES — DEFERRED TAX LIABILITY — NET — ) NOTE PAYABLE INTERCOMPANY—NON CURRENT — — ) — LONG-TERM DEBT — TOTAL LIABILITIES ) TOTAL AECOM STOCKHOLDERS’ EQUITY ) Noncontrolling interests — — — TOTAL STOCKHOLDERS’ EQUITY ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ $ $ $ ) $ |
Schedule of Condensed Consolidating Statements of Operations | Condensed Consolidating Statements of Operations (unaudited - in millions) For the three months ended December 31, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Revenue $ — $ $ $ ) $ Cost of Revenue — ) Gross Profit — — Equity in earnings from subsidiaries ) ) — Equity in earnings of joint ventures — — General and administrative expenses ) ) — — ) Acquisition and integration expenses ) — — — ) (Loss) income from operations ) ) Loss on disposal activity — — ) — ) Other income ) Interest expense ) ) ) ) (Loss) income before income tax (benefit) expense ) ) ) Income tax (benefit) expense ) ) Net (loss) income ) ) ) Noncontrolling interest in income of consolidated subsidiaries, net of tax — — ) — ) Net (loss) income attributable to AECOM $ ) $ $ $ ) $ ) For the three months ended December 31, 2014 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Revenue $ — $ $ $ ) $ Cost of revenue — ) Gross profit — — Equity in earnings from subsidiaries ) — Equity in earnings of joint ventures — ) — General and administrative expenses ) ) — — ) Acquisition and integration expenses ) ) — — ) (Loss) income from operations ) ) ) Other income ) Interest expense ) ) ) ) (Loss) income before income tax (benefit) expense ) ) ) Income tax (benefit) expense ) ) Net (loss) income ) ) ) Noncontrolling interests in income of consolidated subsidiaries, net of tax — — ) — ) Net (loss) income attributable to AECOM $ ) $ $ $ ) $ ) |
Schedule of Consolidating Statements of Comprehensive Income (Loss) | Consolidating Statements of Comprehensive Income (Loss) (unaudited - in millions) For the three months ended December 31, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Net (loss) income $ ) $ $ $ ) $ ) Other comprehensive income (loss), net of tax: Net unrealized gain on derivatives, net of tax — — Foreign currency translation adjustments — — ) — ) Pension adjustments, net of tax ) — Other comprehensive income (loss), net of tax ) ) — ) Comprehensive loss net of tax ) ) ) ) ) Noncontrolling interests in comprehensive income of consolidated subsidiaries, net of tax — — ) — ) Comprehensive loss attributable to AECOM, net of tax $ ) $ ) $ ) $ ) $ ) For the three months ended December 31, 2014 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Net (loss) income $ ) $ $ $ ) $ ) Other comprehensive (loss) income, net of tax: Net unrealized loss on derivatives, net of tax ) — — — ) Foreign currency translation adjustments — — ) — ) Pension adjustments, net of tax — — Other comprehensive loss, net of tax ) — ) — ) Comprehensive (loss) income, net of tax ) ) ) ) Noncontrolling interests in comprehensive income of consolidated subsidiaries, net of tax — — ) — ) Comprehensive (loss) income attributable to AECOM, net of tax $ ) $ $ ) $ ) $ ) |
Schedule on Condensed Consolidating Statements of Cash Flow | Condensed Consolidating Statements of Cash Flows (unaudited - in millions) For the three months ended December 31, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total CASH FLOWS FROM OPERATING ACTIVITIES $ ) $ $ $ — $ CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from disposal of businesses and property — — — Net investment in unconsolidated joint ventures — ) ) — ) Net sales of investments — — — Payments for capital expenditures, net of disposals ) ) — ) Receipts from intercompany notes receivable — ) — Other intercompany investing activities — ) — Net cash used in investing activities ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from borrowings under credit agreements — — Repayments of borrowings under credit agreements ) ) ) — ) Cash paid for debt and equity issuance costs ) — — — ) Proceeds from issuance of common stock — — — Proceeds from exercise of stock options — — — Payments to repurchase common stock ) — — — ) Excess tax benefit from share-based payment — — — Net distributions to noncontrolling interests — — ) — ) Other financing activities ) ) — ) Intercompany notes repayments — — ) — Other intercompany financing activities — ) ) — Net cash used in financing activities ) ) ) ) EFFECT OF EXCHANGE RATE CHANGES ON CASH — — ) — ) NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ) — ) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR — CASH AND CASH EQUIVALENTS AT END OF YEAR $ $ $ $ — $ For the three months ended December 31, 2014 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total CASH FLOWS FROM OPERATING ACTIVITIES $ ) $ $ $ — $ CASH FLOWS FROM INVESTING ACTIVITIES: Payments for business acquisitions, net of cash acquired ) — ) Net investment in unconsolidated joint ventures — ) ) — ) Net purchases of investments ) — ) — ) Payments for capital expenditures, net of disposals ) ) ) — ) Receipts from intercompany notes receivable — ) — Other intercompany investing activities — ) — Net cash used in investing activities ) ) ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from borrowings under credit agreements — Repayments of borrowings under credit agreements ) ) ) — ) Issuance of unsecured senior notes — — — Prepayment penalty on Unsecured Senior Notes ) — — — ) Cash paid for debt and equity issuance costs ) — — — ) Proceeds from issuance of common stock — — — Proceeds from exercise of stock options — — — Payments to repurchase common stock ) — — — ) Excess tax benefit from share-based payment — — — Net distributions to noncontrolling interests — — ) — ) Other financing activities ) ) — ) Intercompany notes repayments — — ) — Other intercompany financing activities — ) ) — Net cash used in financing activities ) ) EFFECT OF EXCHANGE RATE CHANGES ON CASH — — ) — ) NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ) — CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR — CASH AND CASH EQUIVALENTS AT END OF YEAR $ $ $ $ — $ |
Basis of Presentation (Details)
Basis of Presentation (Details) | 3 Months Ended |
Dec. 31, 2015 | |
Minimum | |
Length of fiscal year | 364 days |
Maximum | |
Length of fiscal year | 371 days |
Business Acquisitions, Goodwi36
Business Acquisitions, Goodwill and Intangible Assets (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2015 | Oct. 24, 2014 | Oct. 17, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||||
Favorable contingencies | $ 19,700 | ||||
Favorable settlements associated with environmental claims | 15,400 | ||||
Pro Forma Operating Results | |||||
Total | 41,038 | $ 138,463 | |||
Loss on disposal activities | (41,053) | ||||
Trademark / tradename | Minimum | |||||
Estimated fair values of the assets acquired and liabilities assumed, as of the acquisition dates, from acquisitions | |||||
Useful life | 3 months 18 days | ||||
Trademark / tradename | Maximum | |||||
Estimated fair values of the assets acquired and liabilities assumed, as of the acquisition dates, from acquisitions | |||||
Useful life | 2 years | ||||
URS Corporation | |||||
Business Acquisition [Line Items] | |||||
Percentage of ownership acquired | 100.00% | ||||
Consideration paid in cash | $ 2,300,000 | ||||
Consideration paid by issuing stock | 1,600,000 | ||||
Senior notes assumed in acquisition as part of consideration | 1,000,000 | ||||
Repayment of acquiree term loan as part of consideration | 600,000 | ||||
Repayment of acquiree line of credit as part of consideration | 100,000 | ||||
Estimated fair values of the assets acquired and liabilities assumed, as of the acquisition dates, from acquisitions | |||||
Cash and cash equivalents | 284,900 | ||||
Accounts receivable | 2,512,800 | ||||
Prepaid expenses and other current assets | 421,000 | ||||
Property and equipment | 570,900 | ||||
Total identifiable intangible assets | 977,000 | ||||
Goodwill | 3,992,000 | ||||
Other non-current assets | 329,800 | ||||
Accounts payable | (656,700) | ||||
Accrued expenses and other current liabilities | (1,344,800) | ||||
Billings in excess of cost on uncompleted contracts | (397,800) | $ (36,000) | |||
Current portion of long-term debt | (47,400) | ||||
Other long-term liabilities | (393,600) | ||||
Pension benefit obligations | (406,300) | ||||
Long-term debt | (520,200) | ||||
Noncontrolling interests | (201,000) | ||||
Net assets acquired | 5,120,600 | ||||
Accrued expenses and other current liabilities | 240,000 | ||||
Fair value of margin liability | 148,100 | ||||
Years the remaining liability will be recognized | 5 years | ||||
Years the majority liability will be recognized | 2 years | ||||
Revenue and related income from operations | $ 15,100 | 24,400 | |||
Pro Forma Operating Results | |||||
Revenue | 4,546,000 | ||||
Income from continuing operations | 163,000 | ||||
Net income (loss) | 44,000 | ||||
Net income (loss) attributable to AECOM | 21,000 | ||||
Amortization of intangible assets of acquiree since acquisition date | 59,000 | 99,000 | |||
Fair value adjustment of joint ventures | 9,700 | 8,100 | |||
Fair value adjustment of noncontrolling interests | (5,700) | (9,500) | |||
Severance and personnel costs | 6,600 | 109,300 | |||
Professional service, real estate-related, and other expenses | 34,400 | 29,200 | |||
Total | 41,000 | 138,500 | |||
Severance expense | 6,600 | 36,600 | |||
Severance expense paid | 4,300 | 4,600 | |||
Financing-related expenses | 4,100 | 68,000 | |||
Penalty from prepayment of unsecured senior notes | $ 55,600 | ||||
Net income (loss) attributable to AECOM per share: | |||||
Basic | $ 0.14 | ||||
Diluted | $ 0.14 | ||||
URS Corporation | Non-core | |||||
Pro Forma Operating Results | |||||
Losses incurred | 7,100 | ||||
Income from continuing operations of acquiree since acquisition date | (7,100) | ||||
Loss on disposal activities | (41,000) | ||||
Net assets related to the loss on disposal activities | $ 99,600 | ||||
URS Corporation | Customer relationships, contracts and backlog | |||||
Estimated fair values of the assets acquired and liabilities assumed, as of the acquisition dates, from acquisitions | |||||
Total identifiable intangible assets | $ 969,200 | ||||
URS Corporation | Customer relationships, contracts and backlog | Minimum | |||||
Estimated fair values of the assets acquired and liabilities assumed, as of the acquisition dates, from acquisitions | |||||
Useful life | 1 year | ||||
URS Corporation | Customer relationships, contracts and backlog | Maximum | |||||
Estimated fair values of the assets acquired and liabilities assumed, as of the acquisition dates, from acquisitions | |||||
Useful life | 11 years | ||||
URS Corporation | Customer relationships, contracts and backlog | Weighted Average | |||||
Estimated fair values of the assets acquired and liabilities assumed, as of the acquisition dates, from acquisitions | |||||
Useful life | 3 years | ||||
URS Corporation | Trade Name | |||||
Estimated fair values of the assets acquired and liabilities assumed, as of the acquisition dates, from acquisitions | |||||
Total identifiable intangible assets | $ 7,800 | ||||
URS Corporation | Senior Notes | |||||
Business Acquisition [Line Items] | |||||
Percentage price of original principal amount of note at which note can be redeemed | 101.00% | 101.00% | |||
Amount of notes purchased | $ 572,300 | $ 600,000 |
Business Acquisitions, Goodwi37
Business Acquisitions, Goodwill and Intangible Assets (Details 2) $ in Thousands | 3 Months Ended |
Dec. 31, 2015USD ($) | |
Changes in the carrying value of goodwill by reporting segment | |
Goodwill at the beginning of the period | $ 5,820,692 |
Post-Acquisition Adjustments | (30,200) |
Foreign Exchange Impact | (26,000) |
Disposed | (11,300) |
Goodwill at the end of the period | 5,753,212 |
Design and Consulting Services | |
Changes in the carrying value of goodwill by reporting segment | |
Goodwill at the beginning of the period | 3,163,300 |
Post-Acquisition Adjustments | (10,400) |
Foreign Exchange Impact | (9,500) |
Goodwill at the end of the period | 3,143,400 |
Construction Services | |
Changes in the carrying value of goodwill by reporting segment | |
Goodwill at the beginning of the period | 918,500 |
Post-Acquisition Adjustments | (19,800) |
Foreign Exchange Impact | (10,700) |
Disposed | (11,300) |
Goodwill at the end of the period | 876,700 |
Management Services | |
Changes in the carrying value of goodwill by reporting segment | |
Goodwill at the beginning of the period | 1,738,900 |
Foreign Exchange Impact | (5,800) |
Goodwill at the end of the period | $ 1,733,100 |
Business Acquisitions, Goodwi38
Business Acquisitions, Goodwill and Intangible Assets (Details 3) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Identifiable intangible assets with finite useful lives | |||
Gross Amount | $ 1,241,100 | $ 1,238,400 | |
Accumulated Amortization | (581,700) | (646,800) | |
Intangible Assets, Net | 659,438 | 591,631 | |
Amortization expense | 65,100 | $ 105,900 | |
Estimated amortization expense of intangible assets for the remainder of fiscal 2016 and for the succeeding years | |||
2016 (nine months remaining) | 128,400 | ||
2,017 | 93,500 | ||
2,018 | 79,300 | ||
2,019 | 73,900 | ||
2,020 | 61,800 | ||
Thereafter | 154,700 | ||
Intangible Assets, Net | 659,438 | 591,631 | |
Backlog and customer relationships | |||
Identifiable intangible assets with finite useful lives | |||
Gross Amount | 1,224,700 | 1,222,000 | |
Accumulated Amortization | (565,300) | (630,400) | |
Intangible Assets, Net | 659,400 | 591,600 | |
Estimated amortization expense of intangible assets for the remainder of fiscal 2016 and for the succeeding years | |||
Intangible Assets, Net | $ 659,400 | 591,600 | |
Backlog and customer relationships | Minimum | |||
Identifiable intangible assets with finite useful lives | |||
Amortization Period | 1 year | ||
Backlog and customer relationships | Maximum | |||
Identifiable intangible assets with finite useful lives | |||
Amortization Period | 11 years | ||
Trademark / tradename | |||
Identifiable intangible assets with finite useful lives | |||
Gross Amount | $ 16,400 | 16,400 | |
Accumulated Amortization | $ (16,400) | $ (16,400) | |
Trademark / tradename | Minimum | |||
Identifiable intangible assets with finite useful lives | |||
Amortization Period | 3 months 18 days | ||
Trademark / tradename | Maximum | |||
Identifiable intangible assets with finite useful lives | |||
Amortization Period | 2 years |
Accounts Receivable-Net (Detail
Accounts Receivable-Net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2015 | Sep. 30, 2015 | |
Accounts Receivable-Net | ||
Billed | $ 2,329,500 | $ 2,426,200 |
Unbilled | 2,145,900 | 2,099,800 |
Contract retentions | 399,900 | 379,600 |
Total accounts receivable-gross | 4,875,300 | 4,905,600 |
Allowance for doubtful accounts | (67,400) | (64,100) |
Total accounts receivable-net | $ 4,807,853 | $ 4,841,450 |
Period in which unbilled receivables are expected to be billed and collected | 12 months | 12 months |
Total receivables sold that remain outstanding | $ 266,000 | $ 240,800 |
Joint Ventures and Variable I40
Joint Ventures and Variable Interest Entities (Details) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2015USD ($)item | Dec. 31, 2014USD ($) | Sep. 30, 2015USD ($) | |
Financial information | |||
Number of employees in some joint ventures | item | 0 | ||
Current assets | $ 5,896,574 | $ 6,246,085 | |
TOTAL ASSETS | 13,529,403 | 14,014,298 | |
Current liabilities | 4,755,094 | 4,836,052 | |
TOTAL LIABILITIES | 10,010,508 | 10,383,355 | |
Total AECOM equity | 3,314,581 | 3,407,748 | |
Noncontrolling interests | 204,314 | 223,195 | |
TOTAL STOCKHOLDERS' EQUITY | 3,518,895 | 3,630,943 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 13,529,403 | 14,014,298 | |
AECOM's investment in joint ventures | 314,425 | 321,625 | |
Joint ventures summarized financial information | |||
Revenue | 4,297,651 | $ 4,210,468 | |
Cost of revenue | 4,156,793 | 4,075,738 | |
Gross profit | 140,858 | 134,730 | |
Net (loss) income | (403) | (118,067) | |
Summary of AECOM's equity in earnings of unconsolidated joint ventures: | |||
Total | $ 25,263 | 23,924 | |
Minimum | |||
Financial information | |||
Number of partners required to form joint ventures | item | 2 | ||
Consolidated Joint Ventures | |||
Financial information | |||
Current assets | $ 755,000 | 727,800 | |
Non-current assets | 271,800 | 282,800 | |
TOTAL ASSETS | 1,026,800 | 1,010,600 | |
Current liabilities | 459,500 | 441,500 | |
Non-current liabilities | 100 | 200 | |
TOTAL LIABILITIES | 459,600 | 441,700 | |
Total AECOM equity | 370,400 | 354,700 | |
Noncontrolling interests | 196,800 | 214,200 | |
TOTAL STOCKHOLDERS' EQUITY | 567,200 | 568,900 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 1,026,800 | 1,010,600 | |
Joint ventures summarized financial information | |||
Revenue | 485,200 | 545,300 | |
Unconsolidated Joint Ventures | |||
Financial information | |||
Current assets | 1,285,200 | 1,200,700 | |
Non-current assets | 548,200 | 527,300 | |
TOTAL ASSETS | 1,833,400 | 1,728,000 | |
Current liabilities | 1,098,700 | 936,700 | |
Non-current liabilities | 105,600 | 87,000 | |
TOTAL LIABILITIES | 1,204,300 | 1,023,700 | |
TOTAL STOCKHOLDERS' EQUITY | 629,100 | 704,300 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 1,833,400 | 1,728,000 | |
AECOM's investment in joint ventures | 314,400 | $ 321,600 | |
Joint ventures summarized financial information | |||
Revenue | 1,228,100 | 1,081,300 | |
Cost of revenue | 1,169,200 | 1,027,400 | |
Gross profit | 58,900 | 53,900 | |
Net (loss) income | 48,900 | 48,300 | |
Summary of AECOM's equity in earnings of unconsolidated joint ventures: | |||
Pass through joint ventures | 4,800 | 6,400 | |
Other joint ventures | 20,400 | 17,500 | |
Total | $ 25,200 | $ 23,900 |
Pension Benefit Obligations (De
Pension Benefit Obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2015 | |
Change in benefit obligation: | |||
Aggregate pension deficit | $ 550,900 | $ 572,600 | |
Long-term portion of aggregate pension deficit | 544,112 | $ 565,254 | |
United States Pension Plan of US Entity, Defined Benefit | |||
Components of net periodic (benefit) cost: | |||
Service costs | 1,800 | $ 1,500 | |
Interest cost on projected benefit obligation | 5,700 | 6,400 | |
Expected return on plan assets | (7,800) | (6,700) | |
Amortization of net loss | 1,000 | 1,100 | |
Curtailment gain recognized | (6,800) | ||
Settlement (gain) loss recognized | (1,000) | ||
Net periodic (benefit) cost | (7,100) | 2,300 | |
Change in benefit obligation: | |||
Employer contributions | 5,700 | ||
Expected employer contributions in next fiscal year | 9,200 | ||
Foreign Pension Plan, Defined Benefit | |||
Components of net periodic (benefit) cost: | |||
Service costs | 300 | 300 | |
Interest cost on projected benefit obligation | 10,500 | 11,300 | |
Expected return on plan assets | (12,800) | (11,900) | |
Amortization of prior service cost | (100) | (100) | |
Amortization of net loss | 1,400 | 1,500 | |
Settlement (gain) loss recognized | 100 | 400 | |
Net periodic (benefit) cost | (600) | $ 1,500 | |
Change in benefit obligation: | |||
Employer contributions | 5,400 | ||
Expected employer contributions in next fiscal year | $ 15,500 |
Debt (Details)
Debt (Details) $ in Thousands | Oct. 24, 2014USD ($) | Oct. 17, 2014USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2015USD ($) |
Debt | |||||
Total debt | $ 4,522,800 | $ 4,606,900 | |||
Less: Current portion of debt and short-term borrowings | (156,400) | (160,400) | |||
Long-term debt, less current portion | 4,366,424 | 4,446,527 | |||
Scheduled maturities of debt: | |||||
2016 (nine months remaining) | 119,500 | ||||
2,017 | 346,700 | ||||
2,018 | 125,200 | ||||
2,019 | 86,000 | ||||
2,020 | 1,505,200 | ||||
Thereafter | 2,340,200 | ||||
Total debt | 4,522,800 | 4,606,900 | |||
Debt agreements | |||||
Prepayment penalty on unsecured senior notes | $ 55,639 | ||||
Debt | $ 4,522,800 | 4,606,900 | |||
Average effective interest rate on total borrowings, including the effects of swaps (as a percent) | 4.20% | 4.00% | |||
Line of Credit | |||||
Debt agreements | |||||
Consolidated leverage ratio | 4.7 | ||||
Outstanding letters of credit | $ 98,600 | 92,500 | |||
Remaining borrowing capacity under the credit facility | 951,400 | 947,600 | |||
Maximum increase in borrowing capacity | $ 500,000 | ||||
Secured Debt | |||||
Debt | |||||
Total debt | 2,353,700 | 2,414,300 | |||
Scheduled maturities of debt: | |||||
Total debt | 2,353,700 | 2,414,300 | |||
Debt agreements | |||||
Prepayment penalty on unsecured senior notes | 55,600 | ||||
Debt | 2,353,700 | 2,414,300 | |||
Revolving Credit Facility | |||||
Debt agreements | |||||
Borrowing capacity | 1,050,000 | ||||
Letter of Credit | |||||
Debt agreements | |||||
Borrowing capacity | 500,000 | ||||
URS Corporation | |||||
Debt agreements | |||||
Senior notes assumed in acquisition as part of consideration | $ 1,000,000 | ||||
Other Debt | |||||
Debt | |||||
Total debt | 140,200 | 163,200 | |||
Scheduled maturities of debt: | |||||
Total debt | 140,200 | 163,200 | |||
Debt agreements | |||||
Debt | 140,200 | 163,200 | |||
Outstanding letters of credit | 362,600 | 344,000 | |||
Unsecured Credit Facilities | |||||
Debt agreements | |||||
Remaining borrowing capacity under the credit facility | 394,800 | ||||
Notes | |||||
Debt | |||||
Total debt | 1,600,000 | 1,600,000 | |||
Scheduled maturities of debt: | |||||
Total debt | 1,600,000 | 1,600,000 | |||
Debt agreements | |||||
Debt | 1,600,000 | 1,600,000 | |||
Senior Discount Notes 1.00% Series B due July 2022 | |||||
Debt agreements | |||||
Interest rate (as a percent) | 1.00% | ||||
Senior Notes | URS Corporation | |||||
Debt | |||||
Total debt | $ 1,000,000 | 428,900 | 429,400 | ||
Scheduled maturities of debt: | |||||
Total debt | 1,000,000 | 428,900 | 429,400 | ||
Debt agreements | |||||
Debt | $ 1,000,000 | 428,900 | $ 429,400 | ||
Redemption price percentage | 101.00% | 101.00% | |||
Amount of notes purchased | $ 572,300 | $ 600,000 | |||
Senior Notes 3.85% due 2017 | URS Corporation | |||||
Debt | |||||
Total debt | 181,500 | ||||
Scheduled maturities of debt: | |||||
Total debt | 181,500 | ||||
Debt agreements | |||||
Interest rate (as a percent) | 3.85% | ||||
Debt | 181,500 | ||||
Fair value of long term debt | 179,200 | ||||
Senior Notes 5.00% due 2022 | URS Corporation | |||||
Debt | |||||
Total debt | 247,400 | ||||
Scheduled maturities of debt: | |||||
Total debt | 247,400 | ||||
Debt agreements | |||||
Interest rate (as a percent) | 5.00% | ||||
Debt | 247,400 | ||||
Fair value of long term debt | $ 223,700 | ||||
Senior Notes 5.43% Series A Due July 2020 | |||||
Debt agreements | |||||
Interest rate (as a percent) | 5.43% | ||||
Term Loan B | Secured Debt | |||||
Debt agreements | |||||
Borrowing capacity | $ 760,000 | ||||
Term Loan A | Secured Debt | |||||
Debt agreements | |||||
Borrowing capacity | $ 1,925,000 |
Debt (Details 2)
Debt (Details 2) - USD ($) | Oct. 06, 2014 | Dec. 31, 2015 |
The 2022 Notes | ||
Debt | ||
Principal amount | $ 800,000,000 | |
Interest rate (as a percent) | 5.75% | |
Fair value of debt instrument | $ 822,000,000 | |
The 2024 Notes | ||
Debt | ||
Principal amount | $ 800,000,000 | |
Interest rate (as a percent) | 5.875% | |
Fair value of debt instrument | $ 812,000,000 | |
Redemption period one | The 2022 Notes | ||
Debt | ||
Redemption period, end date | Oct. 15, 2017 | |
Percentage price of original principal amount of note, excluding required premium, at which note can be redeemed | 100.00% | |
Percentage price of original principal amount of note at which note can be redeemed | 105.75% | |
Redemption period two | The 2024 Notes | ||
Debt | ||
Redemption period, end date | Jul. 15, 2024 | |
Percentage price of original principal amount of note, excluding required premium, at which note can be redeemed | 100.00% | |
Redemption period three | The 2024 Notes | ||
Debt | ||
Redemption period, start date | Jul. 15, 2024 | |
Percentage price of original principal amount of note at which note can be redeemed | 100.00% | |
Maximum | Redemption period one | The 2022 Notes | ||
Debt | ||
Percentage of principal amount that can be redeemed | 35.00% |
Derivative Financial Instrume44
Derivative Financial Instruments and Fair Value Measurements (Details) AUD in Millions | 3 Months Ended | |||||
Dec. 31, 2015USD ($) | Dec. 31, 2015AUD | Dec. 31, 2015USD ($) | Sep. 30, 2015AUD | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | |
Derivative financial instruments | ||||||
Fair value of contingent consideration liability | $ 2 | $ 2 | ||||
Level 3 | ||||||
Derivative financial instruments | ||||||
Fair value of contingent consideration liability | $ 39,000,000 | 39,000,000 | ||||
Designated as Hedging Instrument | Cash Flow Hedging | Interest rate swap agreements | ||||||
Derivative financial instruments | ||||||
Losses Recognized in Income on Derivatives (Amount Excluded from Effectiveness Testing and Ineffective Portion) | $ 0 | |||||
Designated as Hedging Instrument | Cash Flow Hedging | Interest Rate Swap June 2018 | ||||||
Derivative financial instruments | ||||||
Notional Amount | $ 300,000,000 | $ 300,000,000 | ||||
Fixed Rate (as a percent) | 1.63% | 1.63% | 1.63% | 1.63% | ||
Designated as Hedging Instrument | Cash Flow Hedging | Interest Rate Swap September 2018 | ||||||
Derivative financial instruments | ||||||
Notional Amount | $ 300,000,000 | $ 300,000,000 | ||||
Fixed Rate (as a percent) | 1.54% | 1.54% | 1.54% | 1.54% | ||
Designated as Hedging Instrument | Cash Flow Hedging | Foreign currency forward contracts | ||||||
Derivative financial instruments | ||||||
Notional principal of derivative exchange contracts | AUD 85.6 | $ 64,300,000 | AUD 98.1 | $ 74,100,000 |
Share-based Payments (Details)
Share-based Payments (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 3 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2015 | |
Compensation expense | |||
Recognized compensation expense | $ 21,500 | $ 62,300 | |
Accelerated equity award | 43,900 | ||
Accelerated settlement Of Common Stock | 17,600 | ||
Award settlement Of Cash | 26,300 | ||
Unrecognized compensation expense | $ 176,400 | $ 115,500 | |
Vesting period | 3 years | ||
Excess tax benefit from share-based payment | $ 3,324 | $ 2,526 | |
Employee Stock Option | |||
Number of Options | |||
Balance at the beginning of the period (in shares) | 1.3 | 1.6 | |
Exercised (in shares) | (0.2) | (0.1) | |
Balance at the end of the period (in shares) | 1.1 | 1.5 | |
Vested and expected to vest in the future at the end of the period (in shares) | 1.1 | 1.5 | |
Stock options, Weighted Average Exercise Price | |||
Balance at the beginning of the period (in dollars per share) | $ 28.26 | $ 27.69 | |
Exercised (in dollars per share) | 23.94 | 26.24 | |
Balance at the end of the period (in dollars per share) | 28.92 | 27.75 | |
Vested and expected to vest in the future at the end of the period (in dollars per share) | $ 28.92 | 27.75 | |
Performance Earnings Program | |||
Compensation expense | |||
Vesting period | 3 years | ||
Weighted average grant-date fair value of stock options granted (in dollars per share) | $ 29.92 | 32.38 | |
Restricted Stock Units (RSUs) | |||
Compensation expense | |||
Granted (in shares) | 2.6 | ||
Granted (in dollars per share) | $ 30.04 | ||
Weighted average grant-date fair value of stock options granted (in dollars per share) | $ 29.92 | $ 31.06 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes | ||
Effective tax rate (as a percent) | 62.90% | 9.40% |
Federal statutory rate (as a percent) | 35.00% | |
Effective tax rate reconciliation impact of non-deductible research and development expenses | $ 10.3 | |
Valuation allowances adjustments related to non deductible research and development credits | 4.9 | |
Discrete expense, net of related valuation allowance | 3.5 | |
Undistributed earnings related to foreign subsidiaries | $ 108.9 |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share | ||
Antidilutive potential common shares excluded in computation of diluted loss per share | 1,200 | 2,000 |
Denominator for basic earnings per share (in shares) | 153,619 | 141,892 |
Denominator for diluted earnings per share (in shares) | 153,619 | 141,892 |
Other Financial Information (De
Other Financial Information (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Sep. 30, 2015 |
Accrued expenses | ||
Accrued salaries and benefits | $ 711,900 | $ 852,200 |
Accrued contract costs | 997,300 | 993,100 |
Other accrued expenses | 312,500 | 322,500 |
Total accrued expenses | 2,021,749 | 2,167,771 |
Accrued contract costs related to professional liability accruals | $ 231,000 | $ 239,200 |
Reclassifications out of Accu49
Reclassifications out of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Accumulated balances | ||
Balance at the beginning of the period | $ (635,100) | $ (356,600) |
Other comprehensive (loss) income before reclassification | (93,100) | (121,300) |
Amounts reclassified from accumulated other comprehensive loss, actuarial losses, net of tax | 1,700 | 1,800 |
Amounts reclassified from accumulated other comprehensive loss, cash flow hedge losses, net of tax | 1,300 | 400 |
Balance at the end of the period | (725,155) | (475,700) |
Actuarial losses/Pension Related Adjustments | ||
Accumulated balances | ||
Balance at the beginning of the period | (204,000) | (217,000) |
Other comprehensive (loss) income before reclassification | (1,000) | 6,200 |
Amounts reclassified from accumulated other comprehensive loss, actuarial losses, net of tax | 1,700 | 1,800 |
Balance at the end of the period | (203,300) | (209,000) |
Foreign Currency Translation Adjustments | ||
Accumulated balances | ||
Balance at the beginning of the period | (420,100) | (137,800) |
Other comprehensive (loss) income before reclassification | (96,100) | (126,000) |
Balance at the end of the period | (516,200) | (263,800) |
Cash flow hedges/Loss on Derivative Instruments | ||
Accumulated balances | ||
Balance at the beginning of the period | (11,000) | (1,800) |
Other comprehensive (loss) income before reclassification | 4,000 | (1,500) |
Amounts reclassified from accumulated other comprehensive loss, cash flow hedge losses, net of tax | 1,300 | 400 |
Balance at the end of the period | $ (5,700) | $ (2,900) |
Commitments and Contingencies (
Commitments and Contingencies (Details) CAD in Millions, AUD in Millions, $ in Millions | Jan. 22, 2016USD ($) | Jan. 05, 2016USD ($) | Dec. 10, 2015USD ($) | Jul. 10, 2015USD ($) | Dec. 06, 2014USD ($) | Oct. 17, 2014USD ($)projectitem | Jun. 17, 2014AUD | Aug. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Jan. 31, 2010CAD | Dec. 31, 2015USD ($)employeeitem | Sep. 30, 2006AUD |
Commitments and Contingencies | ||||||||||||
Favorable contingencies | $ 19.7 | |||||||||||
Favorable settlements associated with environmental claims | $ 15.4 | |||||||||||
Securities acquired by investors | AUD | AUD 155 | |||||||||||
Washington Group International | ||||||||||||
Commitments and Contingencies | ||||||||||||
Civil penalty Amount | $ 9 | |||||||||||
URS Energy & Construction | ||||||||||||
Commitments and Contingencies | ||||||||||||
Damages claimed by applicants | $ 4.1 | |||||||||||
Number of former employees who filed claims against our affiliate | employee | 2 | |||||||||||
Standby Letters of Credit | ||||||||||||
Commitments and Contingencies | ||||||||||||
Contingency liability of general and professional liability insurance programs and for payment and performance guarantees | $ 461.2 | |||||||||||
USAID Egyptian Projects | URS Corporation | Washington Group International | ||||||||||||
Commitments and Contingencies | ||||||||||||
Number of subcontractors | item | 2 | |||||||||||
Number of projects failed to comply USAID regulations | project | 5 | |||||||||||
Amount paid to WGI from the federal government for completed and operational projects ( including doubling and trebling of damages) | $ 373 | |||||||||||
DOE Deactivation Demolition And Removal Project | URS Corporation | Washington Group International | ||||||||||||
Commitments and Contingencies | ||||||||||||
Projects costs, minimum | 146 | |||||||||||
DOE Deactivation Demolition And Removal Project | Department of Energy | ||||||||||||
Commitments and Contingencies | ||||||||||||
Projects costs, minimum | 106 | |||||||||||
DOE Deactivation Demolition And Removal Project | Department of Energy | URS Corporation | Washington Group International | ||||||||||||
Commitments and Contingencies | ||||||||||||
Projects costs, minimum | 106 | |||||||||||
Projects costs, maximum | $ 146 | |||||||||||
Amount recovery ( including additional Fees) | $ 103 | |||||||||||
Minimum cost to complete the project and promised amenities | $ 100 | |||||||||||
Canadian Pipeline Contract | URS Corporation | Flint Energy Services Ltd | ||||||||||||
Commitments and Contingencies | ||||||||||||
Damages claimed by applicants | CAD | CAD 45 | |||||||||||
Waste Isolation Pilot Plant Environmental Incidents | Nuclear Waste Partnership LLC | ||||||||||||
Commitments and Contingencies | ||||||||||||
Civil penalty Amount | $ 17.7 | |||||||||||
Favorable contingencies | $ 13.2 | |||||||||||
Favorable settlements associated with environmental claims | $ 10.1 | |||||||||||
Tishman Inquiry | Tishman Construction Corporation (TCC) | ||||||||||||
Commitments and Contingencies | ||||||||||||
Proceeds from Legal Settlements | $ 5.6 | |||||||||||
Payments for Legal Settlements | $ 14.6 | |||||||||||
Legal Settlements Payment Period | 2 years | |||||||||||
AECOM Australia | ||||||||||||
Commitments and Contingencies | ||||||||||||
Payments for Legal Settlements | $ 205 | |||||||||||
Proceeds from initial public offering (IPO) | AUD | AUD 700 | |||||||||||
Bank loan | AUD | AUD 1,400 | |||||||||||
Number of initial public offering investors | item | 770 |
Reportable Segments (Details)
Reportable Segments (Details) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2015USD ($)segment | Dec. 31, 2014USD ($) | Sep. 30, 2015USD ($) | |
Summarized financial information concerning the Company's reportable segments | |||
Number of reportable segments | segment | 3 | ||
Revenue | $ 4,297,651 | $ 4,210,468 | |
Gross profit | 140,858 | 134,730 | |
Equity in earnings of joint ventures | 25,263 | 23,924 | |
General and administrative expenses | (28,639) | (34,338) | |
Acquisition and integration expenses | (41,038) | (138,463) | |
Operating income (loss) | 96,444 | $ (14,147) | |
Segment assets | $ 13,529,403 | $ 14,014,298 | |
Gross profit as a % of revenue | 3.30% | 3.20% | |
Corporate | |||
Summarized financial information concerning the Company's reportable segments | |||
General and administrative expenses | $ (28,700) | $ (34,300) | |
Acquisition and integration expenses | (41,000) | (138,500) | |
Operating income (loss) | (69,700) | (172,800) | |
Segment assets | 593,000 | 609,800 | |
Design and Consulting Services | |||
Summarized financial information concerning the Company's reportable segments | |||
Revenue | 1,862,100 | 1,891,700 | |
Gross profit | 79,300 | 46,300 | |
Equity in earnings of joint ventures | 3,000 | 1,500 | |
Operating income (loss) | 82,300 | $ 47,800 | |
Segment assets | $ 6,895,400 | 7,118,200 | |
Gross profit as a % of revenue | 4.30% | 2.40% | |
Construction Services | |||
Summarized financial information concerning the Company's reportable segments | |||
Revenue | $ 1,711,800 | $ 1,534,100 | |
Gross profit | 12,900 | 35,400 | |
Equity in earnings of joint ventures | 2,700 | 5,800 | |
Operating income (loss) | 15,600 | $ 41,200 | |
Segment assets | $ 3,284,800 | 3,382,400 | |
Gross profit as a % of revenue | 0.80% | 2.30% | |
Management Services | |||
Summarized financial information concerning the Company's reportable segments | |||
Revenue | $ 723,800 | $ 784,700 | |
Gross profit | 48,700 | 53,100 | |
Equity in earnings of joint ventures | 19,500 | 16,600 | |
Operating income (loss) | 68,200 | $ 69,700 | |
Segment assets | $ 2,756,200 | $ 2,903,900 | |
Gross profit as a % of revenue | 6.70% | 6.80% |
Condensed Consolidating Finan52
Condensed Consolidating Financial Information (Details) - USD ($) $ in Millions | Sep. 29, 2015 | Oct. 06, 2014 |
The new 2022 Notes | ||
Principal amount | $ 800 | |
Interest rate (as a percent) | 5.75% | |
The new 2024 Notes | ||
Principal amount | $ 800 | |
Interest rate (as a percent) | 5.875% |
Condensed Consolidating Finan53
Condensed Consolidating Financial Information (Details 2) - USD ($) $ in Thousands | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 |
CURRENT ASSETS: | ||||
Total cash and cash equivalents | $ 658,044 | $ 683,893 | $ 734,648 | $ 574,188 |
Accounts receivable-net | 4,807,853 | 4,841,450 | ||
Prepaid expenses and other current assets | 386,142 | 388,982 | ||
Income taxes receivable | 44,535 | 81,161 | ||
Deferred tax assets-net | 250,599 | |||
TOTAL CURRENT ASSETS | 5,896,574 | 6,246,085 | ||
PROPERTY AND EQUIPMENT-NET | 601,781 | 699,322 | ||
DEFERRED TAX ASSETS-NET | 125,479 | |||
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES | 314,425 | 321,625 | ||
GOODWILL | 5,753,212 | 5,820,692 | ||
INTANGIBLE ASSETS-NET | 591,631 | 659,438 | ||
OTHER NON-CURRENT ASSETS | 246,301 | 267,136 | ||
TOTAL ASSETS | 13,529,403 | 14,014,298 | ||
CURRENT LIABILITIES: | ||||
Short-term debt | 3,163 | 2,788 | ||
Accounts payable | 1,904,968 | 1,853,993 | ||
Accrued expenses and other current liabilities | 2,021,749 | 2,167,771 | ||
Billings in excess of costs on uncompleted contracts | 671,945 | 653,877 | ||
Current portion of long-term debt | 153,269 | 157,623 | ||
TOTAL CURRENT LIABILITIES | 4,755,094 | 4,836,052 | ||
OTHER LONG-TERM LIABILITIES | 312,271 | 305,485 | ||
DEFERRED TAX LIABILITY-NET | 32,607 | 230,037 | ||
LONG-TERM DEBT | 4,366,424 | 4,446,527 | ||
TOTAL LIABILITIES | 10,010,508 | 10,383,355 | ||
TOTAL AECOM STOCKHOLDERS' EQUITY | 3,314,581 | 3,407,748 | ||
Noncontrolling interests | 204,314 | 223,195 | ||
TOTAL STOCKHOLDERS' EQUITY | 3,518,895 | 3,630,943 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 13,529,403 | 14,014,298 | ||
Reportable Legal Entities | Parent | ||||
CURRENT ASSETS: | ||||
Total cash and cash equivalents | 2,200 | 1,300 | 1,800 | 33,400 |
Intercompany receivable | 756,800 | 771,300 | ||
Prepaid expenses and other current assets | 50,900 | 36,700 | ||
Income taxes receivable | 8,300 | 68,700 | ||
Deferred tax assets-net | 36,600 | |||
TOTAL CURRENT ASSETS | 818,200 | 914,600 | ||
PROPERTY AND EQUIPMENT-NET | 95,900 | 93,400 | ||
DEFERRED TAX ASSETS-NET | 48,800 | 27,100 | ||
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES | 6,567,100 | 6,739,400 | ||
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES | 800 | 800 | ||
OTHER NON-CURRENT ASSETS | 83,100 | 88,700 | ||
TOTAL ASSETS | 7,613,900 | 7,864,000 | ||
CURRENT LIABILITIES: | ||||
Short-term debt | 800 | 2,300 | ||
Accounts payable | 36,800 | 28,000 | ||
Accrued expenses and other current liabilities | 129,000 | 229,500 | ||
Intercompany payable | 87,200 | 119,900 | ||
Current portion of long-term debt | 105,300 | 105,600 | ||
TOTAL CURRENT LIABILITIES | 359,100 | 485,300 | ||
OTHER LONG-TERM LIABILITIES | 88,600 | 63,600 | ||
LONG-TERM DEBT | 3,852,900 | 3,914,000 | ||
TOTAL LIABILITIES | 4,300,600 | 4,462,900 | ||
TOTAL AECOM STOCKHOLDERS' EQUITY | 3,313,300 | 3,401,100 | ||
TOTAL STOCKHOLDERS' EQUITY | 3,313,300 | 3,401,100 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 7,613,900 | 7,864,000 | ||
Reportable Legal Entities | Guarantor Subsidiaries | ||||
CURRENT ASSETS: | ||||
Total cash and cash equivalents | 132,300 | 162,500 | 117,400 | 85,800 |
Accounts receivable-net | 2,144,100 | 2,165,500 | ||
Intercompany receivable | 149,400 | 187,300 | ||
Prepaid expenses and other current assets | 120,200 | 127,400 | ||
TOTAL CURRENT ASSETS | 2,546,000 | 2,642,700 | ||
PROPERTY AND EQUIPMENT-NET | 230,000 | 240,000 | ||
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES | 1,261,800 | 1,343,700 | ||
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES | 50,300 | 73,400 | ||
GOODWILL | 3,290,300 | 3,291,100 | ||
INTANGIBLE ASSETS-NET | 416,900 | 459,400 | ||
OTHER NON-CURRENT ASSETS | 21,000 | 26,800 | ||
TOTAL ASSETS | 7,816,300 | 8,077,100 | ||
CURRENT LIABILITIES: | ||||
Accounts payable | 895,300 | 834,100 | ||
Accrued expenses and other current liabilities | 963,900 | 1,001,600 | ||
Intercompany payable | 946,200 | 960,300 | ||
Billings in excess of costs on uncompleted contracts | 255,600 | 255,700 | ||
Deferred tax liability-net | 62,900 | |||
Current portion of long-term debt | 23,100 | 24,500 | ||
TOTAL CURRENT LIABILITIES | 3,084,100 | 3,139,100 | ||
OTHER LONG-TERM LIABILITIES | 301,200 | 299,500 | ||
DEFERRED TAX LIABILITY-NET | 104,300 | 122,600 | ||
LONG-TERM DEBT | 477,900 | 482,700 | ||
TOTAL LIABILITIES | 3,967,500 | 4,043,900 | ||
TOTAL AECOM STOCKHOLDERS' EQUITY | 3,848,800 | 4,033,200 | ||
TOTAL STOCKHOLDERS' EQUITY | 3,848,800 | 4,033,200 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 7,816,300 | 8,077,100 | ||
Reportable Legal Entities | Non-Guarantor Subsidiaries | ||||
CURRENT ASSETS: | ||||
Total cash and cash equivalents | 523,500 | 520,100 | $ 615,400 | $ 455,000 |
Accounts receivable-net | 2,663,800 | 2,675,900 | ||
Intercompany receivable | 232,400 | 262,700 | ||
Prepaid expenses and other current assets | 215,000 | 224,900 | ||
Income taxes receivable | 36,300 | 12,500 | ||
Deferred tax assets-net | 276,900 | |||
TOTAL CURRENT ASSETS | 3,671,000 | 3,973,000 | ||
PROPERTY AND EQUIPMENT-NET | 275,900 | 365,900 | ||
DEFERRED TAX ASSETS-NET | 194,000 | 7,300 | ||
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES | 64,900 | 67,400 | ||
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES | 263,300 | 247,400 | ||
GOODWILL | 2,462,900 | 2,529,600 | ||
INTANGIBLE ASSETS-NET | 174,700 | 200,000 | ||
OTHER NON-CURRENT ASSETS | 142,200 | 151,700 | ||
TOTAL ASSETS | 7,248,900 | 7,542,300 | ||
CURRENT LIABILITIES: | ||||
Short-term debt | 2,400 | 500 | ||
Accounts payable | 972,900 | 991,900 | ||
Accrued expenses and other current liabilities | 928,800 | 936,700 | ||
Intercompany payable | 277,700 | 319,800 | ||
Billings in excess of costs on uncompleted contracts | 416,300 | 398,200 | ||
Current portion of long-term debt | 24,900 | 27,500 | ||
TOTAL CURRENT LIABILITIES | 2,623,000 | 2,674,600 | ||
OTHER LONG-TERM LIABILITIES | 466,600 | 507,600 | ||
DEFERRED TAX LIABILITY-NET | 45,600 | 141,900 | ||
NOTE PAYABLE INTERCOMPANY-NON CURRENT | 648,100 | 669,100 | ||
LONG-TERM DEBT | 35,600 | 49,800 | ||
TOTAL LIABILITIES | 3,818,900 | 4,043,000 | ||
TOTAL AECOM STOCKHOLDERS' EQUITY | 3,225,700 | 3,276,100 | ||
Noncontrolling interests | 204,300 | 223,200 | ||
TOTAL STOCKHOLDERS' EQUITY | 3,430,000 | 3,499,300 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 7,248,900 | 7,542,300 | ||
Eliminations | ||||
CURRENT ASSETS: | ||||
Intercompany receivable | (1,138,600) | (1,221,300) | ||
Deferred tax assets-net | (62,900) | |||
TOTAL CURRENT ASSETS | (1,138,600) | (1,284,200) | ||
DEFERRED TAX ASSETS-NET | (117,300) | (34,400) | ||
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES | (7,893,800) | (8,150,500) | ||
TOTAL ASSETS | (9,149,700) | (9,469,100) | ||
CURRENT LIABILITIES: | ||||
Intercompany payable | (1,311,100) | (1,400,000) | ||
Deferred tax liability-net | (62,900) | |||
TOTAL CURRENT LIABILITIES | (1,311,100) | (1,462,900) | ||
DEFERRED TAX LIABILITY-NET | (117,300) | (34,400) | ||
NOTE PAYABLE INTERCOMPANY-NON CURRENT | (648,100) | (669,100) | ||
TOTAL LIABILITIES | (2,076,500) | (2,166,400) | ||
TOTAL AECOM STOCKHOLDERS' EQUITY | (7,073,200) | (7,302,700) | ||
TOTAL STOCKHOLDERS' EQUITY | (7,073,200) | (7,302,700) | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ (9,149,700) | $ (9,469,100) |
Condensed Consolidating Finan54
Condensed Consolidating Financial Information (Details 3) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Condensed Consolidating Statements of Operations | ||
Revenue | $ 4,297,651 | $ 4,210,468 |
Cost of revenue | 4,156,793 | 4,075,738 |
Gross profit | 140,858 | 134,730 |
Equity in earnings of joint ventures | 25,263 | 23,924 |
General and administrative expenses | (28,639) | (34,338) |
Acquisition and integration expenses | (41,038) | (138,463) |
Income (loss) from operations | 96,444 | (14,147) |
Loss on disposal activities | (41,053) | |
Other income | 3,042 | 2,579 |
Interest expense | (59,518) | (118,698) |
Loss before income tax expense | (1,085) | (130,266) |
Income tax (benefit) expense | (682) | (12,199) |
Net loss | (403) | (118,067) |
Noncontrolling interests in income of consolidated subsidiaries, net of tax | (19,964) | (20,908) |
Net (loss) income attributable to AECOM | (20,367) | (138,975) |
Reportable Legal Entities | Parent | ||
Condensed Consolidating Statements of Operations | ||
Equity in earnings from subsidiaries | 54,900 | 25,600 |
General and administrative expenses | (27,600) | (33,000) |
Acquisition and integration expenses | (41,000) | (115,900) |
Income (loss) from operations | (13,700) | (123,300) |
Other income | 800 | 900 |
Interest expense | (53,300) | (113,400) |
Loss before income tax expense | (66,200) | (235,800) |
Income tax (benefit) expense | (45,800) | (96,800) |
Net loss | (20,400) | (139,000) |
Net (loss) income attributable to AECOM | (20,400) | (139,000) |
Reportable Legal Entities | Guarantor Subsidiaries | ||
Condensed Consolidating Statements of Operations | ||
Revenue | 2,236,300 | 2,036,700 |
Cost of revenue | 2,182,500 | 1,956,500 |
Gross profit | 53,800 | 80,200 |
Equity in earnings from subsidiaries | (40,300) | 600 |
Equity in earnings of joint ventures | 4,500 | (2,000) |
General and administrative expenses | (1,100) | (1,200) |
Acquisition and integration expenses | (22,600) | |
Income (loss) from operations | 16,900 | 55,000 |
Other income | 8,900 | 8,400 |
Interest expense | (5,700) | (4,700) |
Loss before income tax expense | 20,100 | 58,700 |
Income tax (benefit) expense | 18,100 | 15,200 |
Net loss | 2,000 | 43,500 |
Net (loss) income attributable to AECOM | 2,000 | 43,500 |
Reportable Legal Entities | Non-Guarantor Subsidiaries | ||
Condensed Consolidating Statements of Operations | ||
Revenue | 2,094,200 | 2,268,600 |
Cost of revenue | 2,007,100 | 2,214,100 |
Gross profit | 87,100 | 54,500 |
Equity in earnings from subsidiaries | 800 | 1,400 |
Equity in earnings of joint ventures | 20,700 | 25,900 |
Income (loss) from operations | 108,600 | 81,800 |
Loss on disposal activities | (41,000) | |
Other income | 2,500 | 900 |
Interest expense | (9,700) | (8,300) |
Loss before income tax expense | 60,400 | 74,400 |
Income tax (benefit) expense | 14,200 | 3,800 |
Net loss | 46,200 | 70,600 |
Noncontrolling interests in income of consolidated subsidiaries, net of tax | (20,000) | (20,900) |
Net (loss) income attributable to AECOM | 26,200 | 49,700 |
Eliminations | ||
Condensed Consolidating Statements of Operations | ||
Revenue | (32,800) | (94,800) |
Cost of revenue | (32,800) | (94,800) |
Equity in earnings from subsidiaries | (15,400) | (27,600) |
Income (loss) from operations | (15,400) | (27,600) |
Other income | (9,200) | (7,700) |
Interest expense | 9,200 | 7,700 |
Loss before income tax expense | (15,400) | (27,600) |
Income tax (benefit) expense | 12,800 | 65,600 |
Net loss | (28,200) | (93,200) |
Net (loss) income attributable to AECOM | $ (28,200) | $ (93,200) |
Condensed Consolidating Finan55
Condensed Consolidating Financial Information (Details 4) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Consolidated Statements of Comprehensive Income (Loss) | ||
Net (loss) income | $ (403) | $ (118,067) |
Other comprehensive income (loss), net of tax: | ||
Net unrealized gain (loss) on derivatives, net of tax | 5,323 | (1,057) |
Foreign currency translation adjustments | (97,694) | (128,099) |
Pension adjustments, net of tax | 689 | 8,006 |
Other comprehensive loss, net of tax | (91,682) | (121,150) |
Comprehensive loss, net of tax | (92,085) | (239,217) |
Noncontrolling interests in comprehensive loss of consolidated subsidiaries, net of tax | (18,337) | (18,847) |
Comprehensive loss attributable to AECOM, net of tax | (110,422) | (258,064) |
Reportable Legal Entities | Parent | ||
Consolidated Statements of Comprehensive Income (Loss) | ||
Net (loss) income | (20,400) | (139,000) |
Other comprehensive income (loss), net of tax: | ||
Net unrealized gain (loss) on derivatives, net of tax | 3,900 | (1,000) |
Pension adjustments, net of tax | 600 | 700 |
Other comprehensive loss, net of tax | 4,500 | (300) |
Comprehensive loss, net of tax | (15,900) | (139,300) |
Comprehensive loss attributable to AECOM, net of tax | (15,900) | (139,300) |
Reportable Legal Entities | Guarantor Subsidiaries | ||
Consolidated Statements of Comprehensive Income (Loss) | ||
Net (loss) income | 2,000 | 43,500 |
Other comprehensive income (loss), net of tax: | ||
Pension adjustments, net of tax | (4,700) | |
Other comprehensive loss, net of tax | (4,700) | |
Comprehensive loss, net of tax | (2,700) | 43,500 |
Comprehensive loss attributable to AECOM, net of tax | (2,700) | 43,500 |
Reportable Legal Entities | Non-Guarantor Subsidiaries | ||
Consolidated Statements of Comprehensive Income (Loss) | ||
Net (loss) income | 46,200 | 70,600 |
Other comprehensive income (loss), net of tax: | ||
Net unrealized gain (loss) on derivatives, net of tax | 1,400 | |
Foreign currency translation adjustments | (97,700) | (128,100) |
Pension adjustments, net of tax | 4,800 | 7,300 |
Other comprehensive loss, net of tax | (91,500) | (120,800) |
Comprehensive loss, net of tax | (45,300) | (50,200) |
Noncontrolling interests in comprehensive loss of consolidated subsidiaries, net of tax | (18,300) | (18,900) |
Comprehensive loss attributable to AECOM, net of tax | (63,600) | (69,100) |
Eliminations | ||
Consolidated Statements of Comprehensive Income (Loss) | ||
Net (loss) income | (28,200) | (93,200) |
Other comprehensive income (loss), net of tax: | ||
Comprehensive loss, net of tax | (28,200) | (93,200) |
Comprehensive loss attributable to AECOM, net of tax | $ (28,200) | $ (93,200) |
Condensed Consolidating Finan56
Condensed Consolidating Financial Information (Details 5) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Condensed Consolidating Statements of Cash Flows | ||
CASH FLOWS FROM OPERATING ACTIVITIES | $ 78,055 | $ 282,642 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from disposal of businesses and property | 37,567 | |
Payments for business acquisitions, net of cash acquired | (3,277,111) | |
Net investment in unconsolidated joint ventures | (7,724) | (9,127) |
Net sales of investments | 11,000 | |
Net purchases of investments | (8,100) | |
Purchases of investments | (214) | (21,092) |
Payments for capital expenditures | (843) | (25,070) |
Net cash provided by (used in) investing activities | 39,987 | (3,319,364) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from borrowings under credit agreements | 1,222,663 | 3,858,648 |
Repayments of borrowings under credit agreements | (1,304,882) | (2,053,648) |
Issuance of unsecured senior notes | 1,600,000 | |
Prepayment penalty on unsecured senior notes | (55,639) | |
Cash paid for debt and equity issuance costs | (1,178) | (86,249) |
Proceeds from issuance of common stock | 6,894 | 3,645 |
Proceeds from exercise of stock options | 3,013 | 2,383 |
Payments to repurchase common stock | (17,343) | (10,957) |
Excess tax benefit from share-based payment | 3,324 | 2,526 |
Net distributions to noncontrolling interests | (37,785) | (34,674) |
Other financing activities | (12,950) | (19,961) |
Net cash (used in) provided by financing activities | (138,244) | 3,206,074 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | (5,647) | (8,892) |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (25,849) | 160,460 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 683,893 | 574,188 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 658,044 | 734,648 |
Reportable Legal Entities | Parent | ||
Condensed Consolidating Statements of Cash Flows | ||
CASH FLOWS FROM OPERATING ACTIVITIES | (265,100) | (114,100) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Payments for business acquisitions, net of cash acquired | (3,562,300) | |
Net purchases of investments | (1,300) | |
Payments for capital expenditures | (5,300) | (5,900) |
Receipts from intercompany notes receivable's | 7,000 | 32,700 |
Other intercompany investing activities | 342,400 | 376,400 |
Net cash provided by (used in) investing activities | 344,100 | (3,160,400) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from borrowings under credit agreements | 1,220,700 | 3,811,900 |
Repayments of borrowings under credit agreements | (1,283,800) | (2,030,500) |
Issuance of unsecured senior notes | 1,600,000 | |
Prepayment penalty on unsecured senior notes | (55,600) | |
Cash paid for debt and equity issuance costs | (1,200) | (86,200) |
Proceeds from issuance of common stock | 6,900 | 3,600 |
Proceeds from exercise of stock options | 3,000 | 2,400 |
Payments to repurchase common stock | (17,300) | (11,000) |
Excess tax benefit from share-based payment | 3,300 | 2,500 |
Other financing activities | (9,700) | 5,800 |
Net cash (used in) provided by financing activities | (78,100) | 3,242,900 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | 900 | (31,600) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 1,300 | 33,400 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 2,200 | 1,800 |
Reportable Legal Entities | Guarantor Subsidiaries | ||
Condensed Consolidating Statements of Cash Flows | ||
CASH FLOWS FROM OPERATING ACTIVITIES | 295,000 | 249,000 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Payments for business acquisitions, net of cash acquired | 114,100 | |
Net investment in unconsolidated joint ventures | (500) | (800) |
Payments for capital expenditures | (9,000) | (7,500) |
Receipts from intercompany notes receivable's | 39,700 | 39,700 |
Other intercompany investing activities | 21,900 | 40,600 |
Net cash provided by (used in) investing activities | 52,100 | 186,100 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from borrowings under credit agreements | 4,400 | |
Repayments of borrowings under credit agreements | (5,800) | (5,400) |
Other financing activities | (31,700) | (21,500) |
Other intercompany financing activities | (339,700) | (381,000) |
Net cash (used in) provided by financing activities | (377,200) | (403,500) |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (30,100) | 31,600 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 162,500 | 85,800 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 132,300 | 117,400 |
Reportable Legal Entities | Non-Guarantor Subsidiaries | ||
Condensed Consolidating Statements of Cash Flows | ||
CASH FLOWS FROM OPERATING ACTIVITIES | 48,100 | 147,700 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from disposal of businesses and property | 37,600 | |
Payments for business acquisitions, net of cash acquired | 171,100 | |
Net investment in unconsolidated joint ventures | (7,200) | (8,300) |
Net sales of investments | 11,000 | |
Net purchases of investments | (6,800) | |
Payments for capital expenditures | 13,400 | (11,700) |
Net cash provided by (used in) investing activities | 54,800 | 144,300 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from borrowings under credit agreements | 2,000 | 42,300 |
Repayments of borrowings under credit agreements | (15,300) | (17,700) |
Net distributions to noncontrolling interests | (37,800) | (34,700) |
Other financing activities | 28,400 | (4,200) |
Intercompany notes repayments | (46,700) | (72,400) |
Other intercompany financing activities | (24,600) | (36,000) |
Net cash (used in) provided by financing activities | (94,000) | (122,700) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | (5,600) | (8,900) |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | 3,300 | 160,400 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 520,100 | 455,000 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 523,500 | 615,400 |
Eliminations | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Receipts from intercompany notes receivable's | (46,700) | (72,400) |
Other intercompany investing activities | (364,300) | (417,000) |
Net cash provided by (used in) investing activities | (411,000) | (489,400) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Intercompany notes repayments | 46,700 | 72,400 |
Other intercompany financing activities | 364,300 | 417,000 |
Net cash (used in) provided by financing activities | $ 411,000 | $ 489,400 |