Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Jun. 30, 2016 | Aug. 01, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | AECOM | |
Entity Central Index Key | 868,857 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 153,694,443 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2016 | Sep. 30, 2015 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 508,766 | $ 543,016 |
Cash in consolidated joint ventures | 119,231 | 140,877 |
Total cash and cash equivalents | 627,997 | 683,893 |
Accounts receivable-net | 4,620,393 | 4,841,450 |
Prepaid expenses and other current assets | 852,582 | 388,982 |
Income taxes receivable | 70,923 | 81,161 |
Deferred tax assets-net | 250,599 | |
TOTAL CURRENT ASSETS | 6,171,895 | 6,246,085 |
PROPERTY AND EQUIPMENT-NET | 624,545 | 699,322 |
DEFERRED TAX ASSETS-NET | 110,133 | |
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES | 341,967 | 321,625 |
GOODWILL | 5,831,409 | 5,820,692 |
INTANGIBLE ASSETS-NET | 493,249 | 659,438 |
OTHER NON-CURRENT ASSETS | 305,129 | 267,136 |
TOTAL ASSETS | 13,878,327 | 14,014,298 |
CURRENT LIABILITIES: | ||
Short-term debt | 20,764 | 2,788 |
Accounts payable | 1,889,254 | 1,853,993 |
Accrued expenses and other current liabilities | 2,401,555 | 2,167,771 |
Billings in excess of costs on uncompleted contracts | 641,343 | 653,877 |
Current portion of long-term debt | 333,303 | 157,623 |
TOTAL CURRENT LIABILITIES | 5,286,219 | 4,836,052 |
OTHER LONG-TERM LIABILITIES | 377,095 | 305,485 |
DEFERRED TAX LIABILITY-NET | 15,110 | 230,037 |
PENSION BENEFIT OBLIGATIONS | 499,546 | 565,254 |
LONG-TERM DEBT | 3,941,150 | 4,446,527 |
TOTAL LIABILITIES | 10,119,120 | 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 June 30, 2016 and September 30, 2015; issued and outstanding 153,533,311 and 151,263,650 shares as of June 30, 2016 and September 30, 2015, respectively | 1,535 | 1,513 |
Additional paid-in capital | 3,584,964 | 3,518,999 |
Accumulated other comprehensive loss | (645,898) | (635,100) |
Retained earnings | 611,241 | 522,336 |
TOTAL AECOM STOCKHOLDERS' EQUITY | 3,551,842 | 3,407,748 |
Noncontrolling interests | 207,365 | 223,195 |
TOTAL STOCKHOLDERS' EQUITY | 3,759,207 | 3,630,943 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 13,878,327 | $ 14,014,298 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2016 | 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 | 153,533,311 | 151,263,650 |
Common stock, outstanding shares | 153,533,311 | 151,263,650 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Consolidated Statements of Operations | ||||
Revenue | $ 4,408,782 | $ 4,549,578 | $ 13,087,729 | $ 13,266,243 |
Cost of revenue | 4,237,439 | 4,423,060 | 12,592,084 | 12,901,683 |
Gross profit | 171,343 | 126,518 | 495,645 | 364,560 |
Equity in earnings of joint ventures | 18,513 | 27,776 | 82,792 | 76,328 |
General and administrative expenses | (28,863) | (24,418) | (86,957) | (88,553) |
Acquisition and integration expenses | (50,678) | (88,495) | (142,427) | (318,557) |
Loss on disposal activities | (42,589) | |||
Income from operations | 110,315 | 41,381 | 306,464 | 33,778 |
Other income | 1,498 | 10,128 | 5,286 | 11,669 |
Interest expense | (62,516) | (60,220) | (184,757) | (239,581) |
Income (loss) before income tax benefit | 49,297 | (8,711) | 126,993 | (194,134) |
Income tax benefit | (35,097) | (8,464) | (23,592) | (96,424) |
Net income (loss) | 84,394 | (247) | 150,585 | (97,710) |
Noncontrolling interests in income of consolidated subsidiaries, net of tax | (16,950) | (16,945) | (61,680) | (58,191) |
Net income (loss) attributable to AECOM | $ 67,444 | $ (17,192) | $ 88,905 | $ (155,901) |
Net income (loss) attributable to AECOM per share: | ||||
Basic (in dollars per share) | $ 0.44 | $ (0.11) | $ 0.58 | $ (1.05) |
Diluted (in dollars per share) | $ 0.43 | $ (0.11) | $ 0.57 | $ (1.05) |
Weighted average shares outstanding: | ||||
Basic (in shares) | 154,852 | 151,697 | 154,256 | 148,214 |
Diluted (in shares) | 156,175 | 151,697 | 155,479 | 148,214 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Consolidated Statements of Comprehensive Income (Loss) | ||||
Net income (loss) | $ 84,394 | $ (247) | $ 150,585 | $ (97,710) |
Other comprehensive (loss) income, net of tax: | ||||
Net unrealized (loss) gain on derivatives, net of tax | (1,396) | 1,667 | 3,390 | (3,574) |
Foreign currency translation adjustments | (3,762) | 46,683 | (33,643) | (190,933) |
Pension adjustments, net of tax | 10,253 | (3,825) | 17,457 | 9,954 |
Other comprehensive income (loss), net of tax | 5,095 | 44,525 | (12,796) | (184,553) |
Comprehensive income (loss), net of tax | 89,489 | 44,278 | 137,789 | (282,263) |
Noncontrolling interests in comprehensive income of consolidated subsidiaries, net of tax | (16,572) | (17,135) | (59,682) | (55,594) |
Comprehensive income (loss) attributable to AECOM, net of tax | $ 72,917 | $ 27,143 | $ 78,107 | $ (337,857) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 150,585 | $ (97,710) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 315,460 | 451,144 |
Equity in earnings of unconsolidated joint ventures | (82,792) | (76,328) |
Distribution of earnings from unconsolidated joint ventures | 121,096 | 108,139 |
Non-cash stock compensation | 56,200 | 71,790 |
Prepayment penalty on unsecured senior notes | 55,639 | |
Excess tax benefit from share-based payment | (3,835) | (3,632) |
Foreign currency translation | (6,761) | (2,867) |
Write-off of debt issuance costs | 8,997 | |
Pension curtailment and settlement gains | (7,818) | |
Loss on disposal activities | 42,589 | |
Other | 630 | (9,112) |
Changes in operating assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | 216,120 | 245,976 |
Prepaid expenses and other current and non-current assets | (174,801) | (79,827) |
Accounts payable | 23,249 | 77,889 |
Accrued expenses and other current liabilities | (212,218) | (147,453) |
Billings in excess of costs on uncompleted contracts | (13,534) | (63,062) |
Other long-term liabilities | 27,086 | (53,179) |
Net cash provided by operating activities | 451,256 | 486,404 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Payments for business acquisitions, net of cash acquired | (975) | (3,289,150) |
Proceeds from disposal of businesses | 39,699 | |
Net investment in unconsolidated joint ventures | (62,228) | (13,870) |
Proceeds from sales of investments | 11,651 | 69,310 |
Purchases of investments | (214) | (82,079) |
Proceeds from disposal of property and equipment | 41,774 | 30,857 |
Payments for capital expenditures | (141,625) | (90,113) |
Net cash used in investing activities | (111,918) | (3,375,045) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from borrowings under credit agreements | 3,446,203 | 5,634,495 |
Repayments of borrowings under credit agreements | (3,761,371) | (4,040,352) |
Issuance of unsecured senior notes | 1,600,000 | |
Prepayment penalty on unsecured senior notes | (55,639) | |
Cash paid for debt and equity issuance costs | (1,977) | (87,852) |
Proceeds from issuance of common stock | 22,961 | 13,554 |
Proceeds from exercise of stock options | 8,650 | 7,973 |
Payments to repurchase common stock | (25,554) | (22,817) |
Excess tax benefit from share-based payment | 3,835 | 3,632 |
Net distributions to noncontrolling interests | (75,424) | (101,019) |
Other financing activities | (8,106) | (11,448) |
Net cash (used in) provided by financing activities | (390,783) | 2,940,527 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | (4,451) | (20,174) |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (55,896) | 31,712 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 683,893 | 574,188 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ 627,997 | 605,900 |
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 | 9 Months Ended |
Jun. 30, 2016 | |
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, as amended, 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 consolidated financial statements for the three and nine months ended June 30, 2016 include immaterial error corrections related to the balance sheet and statement of operations as of and for the year ended September 30, 2015. These corrections primarily related to the fair value of assets acquired and liabilities assumed for the acquisition of URS Corporation and resulted in an increase in goodwill, deferred tax assets- net, and accrued expenses and other current liabilities of $38.0 million, $69.3 million and $48.2 million, respectively, and a decrease in accounts receivable and income tax receivables of $5.0 million and $54.6 million, respectively. The impact of these error corrections on net income attributable to AECOM for the three and nine months ended June 30, 2016 was an increase of $4.8 million and $3.3 million, respectively. Management has assessed both quantitative and qualitative factors discussed in ASC No. 250, Accounting Changes and Error Corrections and Staff Accounting Bulletin 1.M, Materiality (SAB Topic 1.M) to determine that the correction of these misstatements qualifies as an immaterial error correction. The results of operations for the three and nine months ended June 30, 2016 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 | 9 Months Ended |
Jun. 30, 2016 | |
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 February 2015, the FASB issued amended guidance to the consolidation standard which updates the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. The amendment modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities (VIEs) or voting interest entities and affects the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships, among other provisions. This amended guidance will be effective for the Company’s fiscal year beginning October 1, 2016. The Company is currently assessing the impact of the adoption that the amended guidance will have 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, 2016. 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, 2016. 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. In February 2016, the FASB issued new accounting guidance which changes accounting for leases. The new guidance requires lessees to recognize the assets and liabilities arising from all leases, including those classified as operating leases under previous accounting guidance, on the balance sheet. It also requires disclosure of key information about leasing arrangements to increase transparency and comparability among organizations. The guidance will be effective for the Company’s fiscal year beginning October 1, 2019 with early adoption permitted. The new guidance must be adopted using a modified retrospective transition approach and provides for certain practical expedients. The Company is currently evaluating the impact that the new guidance will have on its consolidated financial statements. In March 2016, the FASB issued new accounting guidance which simplifies the accounting for employee share-based payments. The new guidance will require all income tax effects of awards to be recognized in the statement of operations when the awards vest or are settled. It will also allow an employer to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting and to make a policy election to account for forfeitures as they occur. This guidance will be effective for the Company in its fiscal year beginning October 1, 2017 and early adoption is permitted. The Company is currently evaluating the impact that the new guidance will have on its consolidated financial statements. In June 2016, the FASB issued a new credit loss standard that changes the impairment model for most financial assets and certain other instruments. The new guidance will replace the current “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost. It also simplifies the accounting model for purchased credit-impaired debt securities and loans. The Company is currently evaluating the impact that the new guidance will have on its consolidated financial statements. |
Business Acquisitions, Goodwill
Business Acquisitions, Goodwill and Intangible Assets | 9 Months Ended |
Jun. 30, 2016 | |
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. Nine Months Ended June 30, 2015 (in millions) Revenue $ Income from 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 $35.9 million and $76.7 million during the three months ended June 30, 2016 and 2015, respectively, and $154.0 million and $269.0 million during the nine months ended June 30, 2016 and 2015, respectively . Additionally, included in equity in earnings of joint ventures and noncontrolling interests was intangible amortization expense of $3.3 million and $(2.1) million, respectively, during the three months ended June 30, 2016 and $9.7 million and $(5.7) million, respectively, during the three months ended June 30 , 2015 related to joint venture fair value adjustments. Included in equity in earnings of joint ventures and noncontrolling interests was intangible amortization expense of $19.6 million and $(11.7) million, respectively, during the nine months ended June 30, 2016 and $27.6 million and $(20.8) million, respectively, during the nine months ended June 30 , 2015 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 $ 149.1 million at the acquisition date and its carrying value was $17.8 million at June 30, 2016 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 June 30, 2016 and 2015 was $5.9 million and $6.1 million, respectively; revenue and the related income from operations related to the margin fair value liability recognized during the nine months ended June 30, 2016 and 2015 was $34.3 million and $60.3 million, respectively. Acquisition and integration expenses, resulting from the acquisition of URS, in the accompanying consolidated statements of operations for the three and nine months ended June 30, 2016 and 2015 were comprised of the following: Three months ended Nine months ended June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 (in millions) Severance and personnel costs $ $ $ $ Professional service, real estate-related, and other expenses Total $ $ $ $ Included in severance and personnel costs for the nine months ended June 30, 2016 and 2015 was $18.1 million and $86.0 million of severance expenses, respectively, of which $17.0 million and $53.0 million was paid as of June 30, 2016 and 2015, 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 and nine months ended June 30, 2016 included acquisition related financing expenses of $5.1 million and $13.3 million, respectively. Interest expense in the consolidated statements of operations for the three and nine months ended June 30, 2015 included acquisition related financing expenses of $4.0 million and $76.0 million , respectively, which primarily consisted of a $55.6 million penalty from the prepayment of the Company’s unsecured senior notes. Loss on disposal activities of $42.6 million in the accompanying statements of operations for the nine months ended June 30, 2016 included 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 $112.8 million. Income from operations included losses incurred by non-core businesses of $27.0 million during the nine months ended June 30, 2016. The changes in the carrying value of goodwill by reportable segment for the nine months ended June 30, 2016 were as follows: September 30, 2015 Post- Acquisition Adjustments Foreign Exchange Impact Disposed June 30, 2016 (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 June 30, 2016 and September 30, 2015, included in intangible assets—net, in the accompanying consolidated balance sheets, were as follows: June 30, 2016 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 $169.1 million and $292.4 million for the nine months ended June 30, 2016 and 2015, 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 (three months remaining) $ 2017 2018 2019 2020 Thereafter Total $ |
Accounts Receivable-Net
Accounts Receivable-Net | 9 Months Ended |
Jun. 30, 2016 | |
Accounts Receivable-Net | |
Accounts Receivable-Net | 4. Accounts Receivable—Net Net accounts receivable consisted of the following: June 30, 2016 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 June 30, 2016 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 June 30, 2016 and September 30, 2015. The Company sold trade receivables to financial institutions, of which $278.4 million and $240.8 million were outstanding as of June 30, 2016 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 | 9 Months Ended |
Jun. 30, 2016 | |
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 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 venture’s 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: June 30, 2016 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 $1,481.7 million and $1,766.3 million for the nine months ended June 30, 2016 and 2015, 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: June 30, 2016 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 $ $ Nine Months Ended June 30, 2016 June 30, 2015 (in millions) Revenue $ $ Cost of revenue Gross profit $ $ Net income $ $ Summary of AECOM’s equity in earnings of unconsolidated joint ventures is as follows: Nine Months Ended June 30, 2016 June 30, 2015 (in millions) Pass-through joint ventures $ $ Other joint ventures Total $ $ |
Pension Benefit Obligations
Pension Benefit Obligations | 9 Months Ended |
Jun. 30, 2016 | |
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. 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. All defined benefit plans are closed to new participants and all defined benefit plans have frozen accruals. 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 and nine months ended June 30, 2016 and 2015: Three Months Ended Nine Months Ended June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 U.S. Int’l U.S. Int’l 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 nine months ended June 30, 2016 were $11.4 million for U.S. plans and $15.2 million for non-U.S. plans. The expected remaining scheduled annual employer contributions for the fiscal year ending September 30, 2016 are $3.5 million for U.S. plans and $5.7 million for non-U.S. plans. |
Debt
Debt | 9 Months Ended |
Jun. 30, 2016 | |
Debt | |
Debt | 7. Debt Debt consisted of the following: June 30, 2016 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 June 30, 2016: Fiscal Year 2016 (three 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 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 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 types 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 4.3 at June 30, 2016. As of June 30, 2016, the Company was in compliance with the covenants of the Credit Agreement. At June 30, 2016 and September 30, 2015, outstanding standby letters of credit totaled $109.5 million and $92.5 million, respectively, under its revolving credit facilities. As of June 30, 2016 and September 30, 2015, the Company had $940.5 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 June 30, 2016, the estimated fair market value of the 2014 Senior Notes was approximately $812.0 million for the 2022 Notes and $814.0 million for the 2024 Notes. The fair value of the Notes as of June 30, 2016 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, p lus 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 a 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 June 30, 2016 . 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 and together with the 2017 URS Senior Notes, URS Senior Notes), totaling $1.0 billion. The URS acquisition triggered change in control provisions in the URS Senior Notes that allowed the holders of the URS Senior Notes 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 June 30, 2016 , the estimated fair market value of the URS Senior Notes was approximately $179.9 million for the 2017 URS Senior Notes and $233.6 million for the 2022 URS Senior Notes. The carrying value of the URS Senior Notes on the Company’s Consolidated Balance Sheets as of June 30, 2016 was $180.6 million for the 2017 URS Senior Notes and $247.5 million for the 2022 URS Senior Notes. The fair value of the Company’s URS Senior Notes as of June 30, 2016 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 June 30, 2016 , 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 June 30, 2016 and September 30, 2015, these outstanding standby letters of credit totaled $378.0 million and $344.0 million, respectively. As of June 30, 2016, the Company had $523.1 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 nine months ended June 30, 2016 and 2015 was 4.3% and 4.2%, respectively. |
Derivative Financial Instrument
Derivative Financial Instruments and Fair Value Measurements | 9 Months Ended |
Jun. 30, 2016 | |
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: June 30, 2016 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 70.7 million (or approximately $52.5 million) and AUD 98.1 million (or $74.1 million) at June 30, 2016 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 nine months ended June 30, 2016 and 2015. 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 June 30, 2016 or 2015. 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 nine months ended June 30, 2016 and 2015. 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 June 30, 2016 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 June 30, 2016. 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 | 9 Months Ended |
Jun. 30, 2016 | |
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 nine months ended June 30 was as follows: 2016 2015 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, prior year $ $ Options granted — — — — Options exercised ) ) Options forfeited or expired — — — — Outstanding at June 30 Vested and expected to vest in the future as of June 30 $ $ 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 $29.91 and $32.32 during the nine months ended June 30, 2016 and 2015, respectively. The weighted average grant date fair value of restricted stock unit awards were $29.81 and $31.06 during the nine months ended June 30, 2016 and 2015, respectively. Included in the restricted stock unit grants during the nine months ended June 30, 2015 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 $56.2 million and $98.1 million during the nine months ended June 30, 2016 and 2015, respectively. Included in total compensation expense during the nine months ended June 30, 2015 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 $113.2 million and $115.5 million as of June 30, 2016 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 $3.8 million and $3.6 million for the nine months ended June 30, 2016 and 2015, respectively, have been classified as financing cash inflows in the Consolidated Statements of Cash Flows. |
Income Taxes
Income Taxes | 9 Months Ended |
Jun. 30, 2016 | |
Income Taxes | |
Income Taxes | 10 . Income Taxes The Company’s effective tax rate from continuing operations was (18.6)% and 49.7% for the nine months ended June 30, 2016 and 2015, 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 nine-month period ended June 30, 2016 were the recognition of a discrete benefit of $11.7 million related to the retroactive extension of previously expired research and development credits enacted during the first quarter and other energy-related incentives, a $15.3 million benefit related to non-controlling interests, $38.4 million benefit related to valuation allowances in the United Kingdom and Australia, partially offset by the impact of current year losses primarily in Canada, South Africa, and India for which no tax benefit is expected due to valuation allowances of $7.2 million, and a $3.8 million discrete expense, net of related valuation allowance, due to the reduction in the United Kingdom statutory income tax rate during the first quarter. The Company’s effective tax rate from continuing operations was (71.2)% and 97.2% for the three months ended June 30, 2016 and 2015, 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 June 30, 2016 were the recognition of a benefit of $38.4 million related to the release of valuation allowances in the United Kingdom and Australia and a $6.9 million benefit related to non-controlling interests. Based on a review of positive and negative evidence available to us, the Company has previously recorded valuation allowances against our deferred tax assets in the United Kingdom, Canada and Australia to reduce them to the amount that in our judgment is more likely than not realizable. Certain valuation allowances in the amount of $26.5 million in the United Kingdom have been released due to sufficient positive evidence obtained during the third quarter of 2016. Our United Kingdom affiliate evaluated the new positive evidence against any negative evidence and determined the valuation allowance was no longer necessary. This new positive evidence includes reaching a position of cumulative income over a three year period and the use of net operating losses on a taxable basis. In addition, our United Kingdom affiliate has strong projected earnings in the United Kingdom. During the third quarter of 2016, our Australian affiliate made an election in Australia to combine the tax results of the URS Australia business with the AECOM Australia business. This election resulted in the ability to utilize the URS Australia businesses’ deferred tax assets and accordingly, the valuation allowance of $11.9 million was released. In the third quarter of 2016, the Company is utilizing 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 enacted tax laws and their interpretations which upon enactment 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 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. In the third quarter of 2015, the Company utilized the discrete-period method under ASC 740 to compute its interim income tax provision due to significant variations in the relationship between the income tax expense and the pre-tax loss. The discrete-period method is applied when the application of the estimated annual effective tax rate is impractical because it is not possible to reliably estimate the annual effective tax rate. 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 has a deferred tax liability in the amount of $97.3 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. 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 | 9 Months Ended |
Jun. 30, 2016 | |
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 and nine months ended June 30, 2016, options excluded from the calculation of potential common shares were not significant. The computation of diluted loss per share for the three and nine months ended June 30, 2015 excluded 1.6 million and 1.8 million, respectively, of potential common shares 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 Nine Months Ended June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 (in millions) Denominator for basic earnings per share Potential common shares — — Denominator for diluted earnings per share |
Other Financial Information
Other Financial Information | 9 Months Ended |
Jun. 30, 2016 | |
Other Financial Information | |
Other Financial Information | 12 . Other Financial Information Accrued expenses and other current liabilities consist of the following: June 30, 2016 September 30, 2015 (in millions) Accrued salaries and benefits $ $ Accrued contract costs Other accrued expenses $ $ Accrued contract costs above included professional liability accruals of $655.4 million as of June 30, 2016. 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 June 30, 2016 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 nine months ended June 30, 2016. During the nine months ended June 30, 2016, the Company recorded revenue and a noncurrent asset related to the expected accelerated recovery of a pension related entitlement from the federal government of approximately $45 million. The actual amount of reimbursement may vary from the Company’s expectation. |
Reclassification out of Accumul
Reclassification out of Accumulated Other Comprehensive Loss | 9 Months Ended |
Jun. 30, 2016 | |
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 and nine months ended June 30, 2016 and 2015 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 March 31, 2016 $ ) $ ) $ ) $ ) Other comprehensive (loss) income before reclassification ) ) Amounts reclassified from accumulated other comprehensive loss: Actuarial gains, net of tax — — Cash flow hedge gains, net of tax — — Balances at June 30, 2016 $ ) $ ) $ ) $ ) Pension Related Adjustments Foreign Currency Translation Adjustments Loss on Derivative Instruments Accumulated Other Comprehensive Loss Balances at March 31, 2015 $ ) $ ) $ ) $ ) Other comprehensive income (loss) before reclassification ) Amounts reclassified from accumulated other comprehensive loss: Actuarial gains, net of tax — — Cash flow hedge gains, net of tax — — Balances at June 30, 2015 $ ) $ ) $ ) $ ) 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 gains, net of tax — — Cash flow hedge gains, net of tax — — Balances at June 30, 2016 $ ) $ ) $ ) $ ) 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 gains, net of tax — — Cash flow hedge gains, net of tax — — Balances at June 30, 2015 $ ) $ ) $ ) $ ) |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Jun. 30, 2016 | |
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’s reasonably possible loss disclosures are presented on a gross basis prior to the consideration of insurance recoveries. The Company does not record gain contingencies until they are realized. In the ordinary course of business, the Company may not be aware that it or its affiliates are under investigation and may not be aware of whether or not a known investigation has been concluded. In the ordinary course of business, the Company may enter into various arrangements providing financial or performance assurance to clients, lenders, or partners. Such arrangements include standby letters of credit, surety bonds, and corporate guarantees to support the creditworthiness or the project execution commitments of our affiliates, partnerships and joint ventures. Performance arrangements typically have various expiration dates ranging from the completion of the project contract and extending beyond contract completion in certain circumstances such as for warranties. The Company may also guarantee that a project, when complete, will achieve specified performance standards. If the project subsequently fails to meet guaranteed performance standards, the Company may incur additional costs, pay liquidated damages or be held responsible for the costs incurred by the client to achieve the required performance standards. The potential payment amount of an outstanding performance arrangement is typically 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) may be required to complete those activities. At June 30, 2016 and September 30, 2015, the Company was contingently liable in the amount of $487.5 million and $436.5 million, respectively, in issued standby letters of credit and $2.9 billion and $2.3 billion, respectively, in issued surety bonds primarily to support project execution . 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. 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 over the contracted amounts. In addition, WGI Ohio assets and liabilities, including the value of the above costs and 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 may be obligated to incur including the remaining project completion costs, which could have a material adverse effect on the Company’s results of operations. 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. 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). On May 31, 2016, AECOM Australia and other parties to the class action lawsuit entered into a conditional settlement aggregating to $91 million (U.S. Dollars) with the class action applicants on a “no admissions” basis. The Federal Court of Australia will conduct a hearing on August 10, 2016 to hear an application by the class action applicants for approval of the proposed settlement, which is the only unfulfilled condition. AECOM Australia cannot provide assurance that the class action participants will be successful in seeking the approval of the proposed settlement. The RCM Applicants/Portigon settlement did not, and the class action settlement (if approved) will not, have a material effect on the Company’s financial results. DOE Hanford Nuclear Reservation URS Energy and Construction, Washington River Protection Solutions LLC and Washington Closure Hanford LLC, affiliates of AECOM, 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. · 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. · River Corridor litigation: The federal government has partially intervened with a relator in a Qui Tam complaint filed in the Eastern District of Washington in December 2013 against the Company’s joint venture, Washington Closure Hanford LLC, alleging that its contracting procedures under the Small Business Act violated the False Claims Act. On October 2015, Washington Closure Hanford LLC’s motion to dismiss the claim was partially denied. 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 | 9 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016: 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 % % % — % Three Months Ended June 30, 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 % )% % — % Nine Months Ended June 30, 2016: Revenue $ $ $ $ — $ Gross profit — Equity in earnings of joint ventures — General and administrative expenses — — — ) ) Acquisition and integration expenses — — — ) ) Loss on disposal activities — ) — — ) Operating income ) ) Gross profit as a % of revenue % % % — % Nine Months Ended June 30, 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 Total assets June 30, 2016 $ $ $ $ $ September 30, 2015 |
Condensed Consolidating Financi
Condensed Consolidating Financial Information | 9 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016 (unaudited — in millions) 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 September 30, 2015 (in millions) 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 June 30, 2016 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 ) — — — ) Income (loss) from operations ) Other income ) Interest expense ) ) ) ) Income (loss) before income tax (benefit) expense ) Income tax (benefit) expense ) ) ) Net income (loss) ) Noncontrolling interest in income of consolidated subsidiaries, net of tax — — ) — ) Net income (loss) attributable to AECOM $ $ $ $ ) $ For the three months ended June 30, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Revenue $ — $ $ $ ) $ Cost of revenue — ) Gross profit — — Equity in earnings (loss) 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 $ ) $ ) $ $ ) $ ) Condensed Consolidating Statements of Operations (unaudited - in millions) For the nine months ended June 30, 2016 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Revenue $ — $ $ $ ) $ 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 on disposal activities — — ) — ) Income (loss) from operations ) Other income ) Interest expense ) ) ) ) (Loss) income before income tax (benefit) expense ) ) Income tax (benefit) expense ) ) ) Net income (loss) ) Noncontrolling interest in income of consolidated subsidiaries, net of tax — — ) — ) Net income (loss) attributable to AECOM $ $ $ $ ) $ For the nine months ended June 30, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Revenue $ — $ $ $ ) $ Cost of revenue — ) Gross profit — — Equity in earnings (loss) 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 income (loss) attributable to AECOM $ ) $ $ $ ) $ ) Consolidating Statements of Comprehensive Income (Loss) (unaudited - in millions) For the three months ended June 30, 2016 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Total Net income (loss) $ $ $ $ ) $ Other comprehensive (loss) income, net of tax: Net unrealized (loss) gain on derivatives, net of tax ) — ) — ) Foreign currency translation adjustments — — ) — ) Pension adjustments, net of tax — — Other comprehensive (loss) income, net of tax ) — — Comprehensive income (loss) net of tax ) Noncontrolling interests in comprehensive income of consolidated subsidiaries, net of tax — — ) — ) Comprehensive income (loss) attributable to AECOM, net of tax $ $ $ $ ) $ For the three months ended June 30, 2015 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Total Net (loss) income $ ) $ ) $ $ ) $ ) Other comprehensive income, net of tax: Net unrealized gain on derivatives, net of tax — — — Foreign currency translation adjustments — — — Pension adjustments, net of tax — ) — ) Other comprehensive income, 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 $ ) $ ) $ $ ) $ Consolidating Statements of Comprehensive Income (Loss) (unaudited - in millions) For the nine months ended June 30, 2016 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Total Net income (loss) $ $ $ $ ) $ 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 income (loss) net of tax ) Noncontrolling interests in comprehensive income of consolidated subsidiaries, net of tax — — ) — ) Comprehensive income (loss) attributable to AECOM, net of tax $ $ $ $ ) $ For the nine months ended June 30, 2015 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Total Net (loss) income $ ) $ $ $ ) $ ) Other comprehensive loss, 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 loss 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 nine months ended June 30, 2016 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 — ) — — ) Proceeds from disposal of businesses and property — — — Net investment in unconsolidated joint ventures — ) ) — ) Net sales of investments — — — Payments for capital expenditures, net of disposals ) ) — ) Net (investment in) receipts from intercompany notes ) ) — Other intercompany investing activities — ) — Net cash provided by (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 ) ) — ) Net borrowings (repayments) on intercompany notes ) — Other intercompany financing activities — ) ) — Net cash used in financing activities ) ) ) ) EFFECT OF EXCHANGE RATE CHANGES ON CASH — — ) — ) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ) — ) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR — CASH AND CASH EQUIVALENTS AT END OF YEAR $ $ $ $ — $ Condensed Consolidating Statements of Cash Flows (unaudited - in millions) For the nine months ended June 30, 2015 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Total CASH FLOWS FROM OPERATING ACTIVITIES $ ) $ $ $ — $ CASH FLOWS FROM INVESTING ACTIVITIES: Payments for business acquisitions, net of cash acquired ) — ) Net investment in unconsolidated joint ventures — ) ) — ) Net sales of investments — — ) — ) Payments for capital expenditures, net of disposals ) ) ) — ) Net receipts from (investment in) intercompany notes — — ) — Other intercompany investing activities — ) — Net cash (used in) provided by 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 ) ) ) — ) Net repayments on intercompany notes — — ) — Other intercompany financing activities — ) ) — Net cash provided by (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) | 9 Months Ended |
Jun. 30, 2016 | |
Business Acquisitions, Goodwill and Intangible Assets | |
Schedule of estimated fair values of URS 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 | Nine Months Ended June 30, 2015 (in millions) Revenue $ Income from operations $ Net income $ Net income attributable to AECOM $ Net income attributable to AECOM per share: Basic $ Diluted $ |
Schedule of acquisition and integration expenses | Three months ended Nine months ended June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 (in millions) 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 June 30, 2016 (in millions) Design and Consulting Services $ $ $ $ — $ Construction Services ) Management Services ) — Total $ $ $ ) $ ) $ |
Schedule of finite-lived intangible assets by major class | June 30, 2016 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 (three months remaining) $ 2017 2018 2019 2020 Thereafter Total $ |
Accounts Receivable-Net (Tables
Accounts Receivable-Net (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Accounts Receivable-Net | |
Schedule of net accounts receivable | June 30, 2016 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) | 9 Months Ended |
Jun. 30, 2016 | |
Joint Ventures and Variable Interest Entities | |
Summary of unaudited financial information of the consolidated joint ventures | June 30, 2016 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 | June 30, 2016 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 $ $ Nine Months Ended June 30, 2016 June 30, 2015 (in millions) Revenue $ $ Cost of revenue Gross profit $ $ Net income $ $ |
Summary of AECOM's equity in earnings of unconsolidated joint ventures | Nine Months Ended June 30, 2016 June 30, 2015 (in millions) Pass-through joint ventures $ $ Other joint ventures Total $ $ |
Pension Benefit Obligations (Ta
Pension Benefit Obligations (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Pension Benefit Obligations | |
Components of net periodic cost for the Company's pension and post-retirement plans | Three Months Ended Nine Months Ended June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 U.S. Int’l U.S. Int’l 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) | 9 Months Ended |
Jun. 30, 2016 | |
Debt | |
Schedule of debt | June 30, 2016 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 June 30, 2016: Fiscal Year 2016 (three months remaining) $ 2017 2018 2019 2020 Thereafter Total $ |
Derivative Financial Instrume28
Derivative Financial Instruments and Fair Value Measurements (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Derivative Financial Instruments and Fair Value Measurements | |
Notional principle, fixed rates and related expiration dates of outstanding interest rate swap agreements | June 30, 2016 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) | 9 Months Ended |
Jun. 30, 2016 | |
Share-based Payments | |
Schedule of stock option activity | 2016 2015 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, prior year $ $ Options granted — — — — Options exercised ) ) Options forfeited or expired — — — — Outstanding at June 30 Vested and expected to vest in the future as of June 30 $ $ |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share | |
Reconciliation of the denominators for basic and diluted EPS | Three Months Ended Nine Months Ended June 30, 2016 June 30, 2015 June 30, 2016 June 30, 2015 (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) | 9 Months Ended |
Jun. 30, 2016 | |
Other Financial Information | |
Schedule of accrued expenses and other current liabilities | June 30, 2016 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 Loss (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
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 and nine months ended June 30, 2016 and 2015 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 March 31, 2016 $ ) $ ) $ ) $ ) Other comprehensive (loss) income before reclassification ) ) Amounts reclassified from accumulated other comprehensive loss: Actuarial gains, net of tax — — Cash flow hedge gains, net of tax — — Balances at June 30, 2016 $ ) $ ) $ ) $ ) Pension Related Adjustments Foreign Currency Translation Adjustments Loss on Derivative Instruments Accumulated Other Comprehensive Loss Balances at March 31, 2015 $ ) $ ) $ ) $ ) Other comprehensive income (loss) before reclassification ) Amounts reclassified from accumulated other comprehensive loss: Actuarial gains, net of tax — — Cash flow hedge gains, net of tax — — Balances at June 30, 2015 $ ) $ ) $ ) $ ) 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 gains, net of tax — — Cash flow hedge gains, net of tax — — Balances at June 30, 2016 $ ) $ ) $ ) $ ) 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 gains, net of tax — — Cash flow hedge gains, net of tax — — Balances at June 30, 2015 $ ) $ ) $ ) $ ) |
Reportable Segments (Tables)
Reportable Segments (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016: 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 % % % — % Three Months Ended June 30, 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 % )% % — % Nine Months Ended June 30, 2016: Revenue $ $ $ $ — $ Gross profit — Equity in earnings of joint ventures — General and administrative expenses — — — ) ) Acquisition and integration expenses — — — ) ) Loss on disposal activities — ) — — ) Operating income ) ) Gross profit as a % of revenue % % % — % Nine Months Ended June 30, 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 Total assets June 30, 2016 $ $ $ $ $ September 30, 2015 |
Condensed Consolidating Finan34
Condensed Consolidating Financial Information (Tables) | 9 Months Ended |
Jun. 30, 2016 | |
Condensed Consolidating Financial Information | |
Schedule of Condensed Consolidating Balance Sheets | Condensed Consolidating Balance Sheets June 30, 2016 (unaudited — in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Total ASSETS CURRENT ASSETS: Total cash and cash equivalents $ $ $ $ — $ 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 September 30, 2015 (in millions) 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 June 30, 2016 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 ) — — — ) Income (loss) from operations ) Other income ) Interest expense ) ) ) ) Income (loss) before income tax (benefit) expense ) Income tax (benefit) expense ) ) ) Net income (loss) ) Noncontrolling interest in income of consolidated subsidiaries, net of tax — — ) — ) Net income (loss) attributable to AECOM $ $ $ $ ) $ For the three months ended June 30, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Revenue $ — $ $ $ ) $ Cost of revenue — ) Gross profit — — Equity in earnings (loss) 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 $ ) $ ) $ $ ) $ ) Condensed Consolidating Statements of Operations (unaudited - in millions) For the nine months ended June 30, 2016 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Revenue $ — $ $ $ ) $ 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 on disposal activities — — ) — ) Income (loss) from operations ) Other income ) Interest expense ) ) ) ) (Loss) income before income tax (benefit) expense ) ) Income tax (benefit) expense ) ) ) Net income (loss) ) Noncontrolling interest in income of consolidated subsidiaries, net of tax — — ) — ) Net income (loss) attributable to AECOM $ $ $ $ ) $ For the nine months ended June 30, 2015 Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Total Revenue $ — $ $ $ ) $ Cost of revenue — ) Gross profit — — Equity in earnings (loss) 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 income (loss) 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 June 30, 2016 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Total Net income (loss) $ $ $ $ ) $ Other comprehensive (loss) income, net of tax: Net unrealized (loss) gain on derivatives, net of tax ) — ) — ) Foreign currency translation adjustments — — ) — ) Pension adjustments, net of tax — — Other comprehensive (loss) income, net of tax ) — — Comprehensive income (loss) net of tax ) Noncontrolling interests in comprehensive income of consolidated subsidiaries, net of tax — — ) — ) Comprehensive income (loss) attributable to AECOM, net of tax $ $ $ $ ) $ For the three months ended June 30, 2015 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Total Net (loss) income $ ) $ ) $ $ ) $ ) Other comprehensive income, net of tax: Net unrealized gain on derivatives, net of tax — — — Foreign currency translation adjustments — — — Pension adjustments, net of tax — ) — ) Other comprehensive income, 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 $ ) $ ) $ $ ) $ Consolidating Statements of Comprehensive Income (Loss) (unaudited - in millions) For the nine months ended June 30, 2016 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Total Net income (loss) $ $ $ $ ) $ 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 income (loss) net of tax ) Noncontrolling interests in comprehensive income of consolidated subsidiaries, net of tax — — ) — ) Comprehensive income (loss) attributable to AECOM, net of tax $ $ $ $ ) $ For the nine months ended June 30, 2015 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Total Net (loss) income $ ) $ $ $ ) $ ) Other comprehensive loss, 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 loss of consolidated subsidiaries, net of tax — — ) — ) Comprehensive (loss) income attributable to AECOM, net of tax $ ) $ $ ) $ ) $ ) |
Schedule on Condensed Consolidating Statements of Cash Flows | Condensed Consolidating Statements of Cash Flows (unaudited - in millions) For the nine months ended June 30, 2016 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Total CASH FLOWS FROM OPERATING ACTIVITIES $ ) $ $ $ — $ CASH FLOWS FROM INVESTING ACTIVITIES: Payments for business acquisitions, net of cash acquired — ) — — ) Proceeds from disposal of businesses and property — — — Net investment in unconsolidated joint ventures — ) ) — ) Net sales of investments — — — Payments for capital expenditures, net of disposals ) ) — ) Net (investment in) receipts from intercompany notes ) ) — Other intercompany investing activities — ) — Net cash provided by (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 ) ) — ) Net borrowings (repayments) on intercompany notes ) — Other intercompany financing activities — ) ) — Net cash used in financing activities ) ) ) ) EFFECT OF EXCHANGE RATE CHANGES ON CASH — — ) — ) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ) — ) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR — CASH AND CASH EQUIVALENTS AT END OF YEAR $ $ $ $ — $ Condensed Consolidating Statements of Cash Flows (unaudited - in millions) For the nine months ended June 30, 2015 Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Total CASH FLOWS FROM OPERATING ACTIVITIES $ ) $ $ $ — $ CASH FLOWS FROM INVESTING ACTIVITIES: Payments for business acquisitions, net of cash acquired ) — ) Net investment in unconsolidated joint ventures — ) ) — ) Net sales of investments — — ) — ) Payments for capital expenditures, net of disposals ) ) ) — ) Net receipts from (investment in) intercompany notes — — ) — Other intercompany investing activities — ) — Net cash (used in) provided by 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 ) ) ) — ) Net repayments on intercompany notes — — ) — Other intercompany financing activities — ) ) — Net cash provided by (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 - Immater
Basis of Presentation - Immaterial Error Corrections (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Sep. 30, 2015 | |
Immaterial Error Corrections | |||||
Increase in Goodwill | $ 5,831,409 | $ 5,831,409 | $ 5,820,692 | ||
Increase in Deferred tax assets - net | 250,599 | ||||
Increase in Accrued expenses and other current liabilities | 2,401,555 | 2,401,555 | 2,167,771 | ||
Decrease in Accounts receivable | 4,620,393 | 4,620,393 | 4,841,450 | ||
Decrease in Income tax receivable | 70,923 | 70,923 | $ 81,161 | ||
Impact on Net income attributable to AECOM | 67,444 | $ (17,192) | 88,905 | $ (155,901) | |
Immaterial Error Corrections | URS Corporation | Restatement Adjustment | |||||
Immaterial Error Corrections | |||||
Increase in Goodwill | 38,000 | 38,000 | |||
Increase in Deferred tax assets - net | 69,300 | 69,300 | |||
Increase in Accrued expenses and other current liabilities | 48,200 | 48,200 | |||
Decrease in Accounts receivable | (5,000) | (5,000) | |||
Decrease in Income tax receivable | (54,600) | (54,600) | |||
Impact on Net income attributable to AECOM | $ 4,800 | $ 3,300 |
Basis of Presentation - Length
Basis of Presentation - Length of Fiscal Year (Details) | 9 Months Ended |
Jun. 30, 2016 | |
Minimum | |
Length of fiscal year | 364 days |
Maximum | |
Length of fiscal year | 371 days |
Business Acquisitions, Goodwi37
Business Acquisitions, Goodwill and Intangible Assets - Acquisitions (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2015 | Oct. 24, 2014 | Oct. 17, 2014 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Pro Forma Operating Results | |||||||
Revenue | $ 13,587,000 | ||||||
Income from operations | 323,000 | ||||||
Net income | 213,000 | ||||||
Net income attributable to AECOM | $ 143,000 | ||||||
Net income attributable to AECOM per share: | |||||||
Basic | $ 0.94 | ||||||
Diluted | $ 0.94 | ||||||
Total | $ 50,678 | $ 88,495 | $ 142,427 | $ 318,557 | |||
Loss on disposal activities | (42,589) | ||||||
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 | |||||||
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 | 981,600 | ||||||
Goodwill | 4,059,800 | ||||||
Other non-current assets | 329,800 | ||||||
Accounts payable | (656,700) | ||||||
Accrued expenses and other current liabilities | (1,403,700) | ||||||
Billings in excess of cost on uncompleted contracts | (398,800) | (17,800) | (17,800) | ||||
Current portion of long-term debt | (47,400) | ||||||
Other long-term liabilities | (406,100) | ||||||
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 | ||||||
Net income attributable to AECOM per share: | |||||||
Amortization of intangible assets of acquiree since acquisition date | 35,900 | 76,700 | 154,000 | 269,000 | |||
Fair value adjustment of joint ventures | 3,300 | 9,700 | 19,600 | 27,600 | |||
Fair value adjustment of noncontrolling interests | (2,100) | (5,700) | $ (11,700) | (20,800) | |||
Fair value of margin liability | 149,100 | ||||||
Years the remaining liability will be recognized | 5 years | ||||||
Years the majority liability will be recognized | 2 years | ||||||
Revenue and related income from operations | 5,900 | 6,100 | $ 34,300 | 60,300 | |||
Severance and personnel costs | 7,200 | 35,100 | 19,200 | 186,600 | |||
Professional service, real estate-related, and other expenses | 43,500 | 53,400 | 123,200 | 132,000 | |||
Total | 50,700 | 88,500 | 142,400 | 318,600 | |||
Severance expense | 18,100 | 86,000 | |||||
Severance expense paid | 17,000 | 53,000 | |||||
Financing-related expenses | 5,100 | $ 4,000 | 13,300 | 76,000 | |||
Penalty from prepayment of unsecured senior notes | $ 55,600 | ||||||
URS Corporation | Non-core | |||||||
Net income attributable to AECOM per share: | |||||||
Loss on disposal activities | (42,600) | ||||||
Net assets related to the loss on disposal activities | $ 112,800 | 112,800 | |||||
Losses incurred | $ 27,000 | ||||||
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 | $ 973,800 | ||||||
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 | |||||||
Percentage price of original principal amount of note at which note can be redeemed | 101.00% | 101.00% | |||||
Amount of notes purchased | $ 572,300 |
Business Acquisitions, Goodwi38
Business Acquisitions, Goodwill and Intangible Assets - Goodwill (Details) $ in Thousands | 9 Months Ended |
Jun. 30, 2016USD ($) | |
Changes in the carrying value of goodwill by reporting segment | |
Goodwill at the beginning of the period | $ 5,820,692 |
Post-Acquisition Adjustments | 38,900 |
Foreign Exchange Impact | (16,900) |
Disposed | (11,300) |
Goodwill at the end of the period | 5,831,409 |
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 | 26,700 |
Foreign Exchange Impact | 5,700 |
Goodwill at the end of the period | 3,195,700 |
Construction Services | |
Changes in the carrying value of goodwill by reporting segment | |
Goodwill at the beginning of the period | 918,500 |
Post-Acquisition Adjustments | 8,200 |
Foreign Exchange Impact | 3,100 |
Disposed | (11,300) |
Goodwill at the end of the period | 918,500 |
Management Services | |
Changes in the carrying value of goodwill by reporting segment | |
Goodwill at the beginning of the period | 1,738,900 |
Post-Acquisition Adjustments | 4,000 |
Foreign Exchange Impact | (25,700) |
Goodwill at the end of the period | $ 1,717,200 |
Business Acquisitions, Goodwi39
Business Acquisitions, Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Identifiable intangible assets with finite useful lives | |||
Gross Amount | $ 1,241,100 | $ 1,244,000 | |
Accumulated Amortization | (581,700) | (750,800) | |
Intangible Assets, Net | 659,438 | 493,249 | |
Amortization expense | 169,100 | $ 292,400 | |
Estimated amortization expense of intangible assets for the remainder of fiscal 2016 and for the succeeding years | |||
2016 (three months remaining) | 33,200 | ||
2,017 | 93,500 | ||
2,018 | 79,200 | ||
2,019 | 73,900 | ||
2,020 | 61,500 | ||
Thereafter | 151,900 | ||
Intangible Assets, Net | 659,438 | 493,249 | |
Backlog and customer relationships | |||
Identifiable intangible assets with finite useful lives | |||
Gross Amount | 1,224,700 | 1,227,600 | |
Accumulated Amortization | (565,300) | (734,400) | |
Intangible Assets, Net | 659,400 | 493,200 | |
Estimated amortization expense of intangible assets for the remainder of fiscal 2016 and for the succeeding years | |||
Intangible Assets, Net | $ 659,400 | 493,200 | |
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 | 9 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Sep. 30, 2015 | |
Accounts Receivable-Net | ||
Billed | $ 2,298,100 | $ 2,426,200 |
Unbilled | 1,941,300 | 2,099,800 |
Contract retentions | 436,200 | 379,600 |
Total accounts receivable-gross | 4,675,600 | 4,905,600 |
Allowance for doubtful accounts | (55,200) | (64,100) |
Total accounts receivable-net | $ 4,620,393 | $ 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 | $ 278,400 | $ 240,800 |
Joint Ventures and Variable I41
Joint Ventures and Variable Interest Entities (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2016USD ($)item | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)item | Jun. 30, 2015USD ($) | Sep. 30, 2015USD ($) | |
Financial information | |||||
Number of employees in some joint ventures | item | 0 | 0 | |||
Current assets | $ 6,171,895 | $ 6,171,895 | $ 6,246,085 | ||
TOTAL ASSETS | 13,878,327 | 13,878,327 | 14,014,298 | ||
Current liabilities | 5,286,219 | 5,286,219 | 4,836,052 | ||
TOTAL LIABILITIES | 10,119,120 | 10,119,120 | 10,383,355 | ||
Total AECOM equity | 3,551,842 | 3,551,842 | 3,407,748 | ||
Noncontrolling interests | 207,365 | 207,365 | 223,195 | ||
TOTAL STOCKHOLDERS' EQUITY | 3,759,207 | 3,759,207 | 3,630,943 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 13,878,327 | 13,878,327 | 14,014,298 | ||
AECOM's investment in joint ventures | 341,967 | 341,967 | 321,625 | ||
Joint ventures summarized financial information | |||||
Revenue | 4,408,782 | $ 4,549,578 | 13,087,729 | $ 13,266,243 | |
Cost of revenue | 4,237,439 | 4,423,060 | 12,592,084 | 12,901,683 | |
Gross profit | 171,343 | 126,518 | 495,645 | 364,560 | |
Net income (loss) | 84,394 | (247) | 150,585 | (97,710) | |
Summary of AECOM's equity in earnings of unconsolidated joint ventures: | |||||
Total | $ 18,513 | $ 27,776 | $ 82,792 | 76,328 | |
Minimum | |||||
Financial information | |||||
Number of partners required to form joint ventures | item | 2 | 2 | |||
Consolidated Joint Ventures | |||||
Financial information | |||||
Current assets | $ 723,300 | $ 723,300 | 727,800 | ||
Non-current assets | 272,000 | 272,000 | 282,800 | ||
TOTAL ASSETS | 995,300 | 995,300 | 1,010,600 | ||
Current liabilities | 417,300 | 417,300 | 441,500 | ||
Non-current liabilities | 12,400 | 12,400 | 200 | ||
TOTAL LIABILITIES | 429,700 | 429,700 | 441,700 | ||
Total AECOM equity | 366,300 | 366,300 | 354,700 | ||
Noncontrolling interests | 199,300 | 199,300 | 214,200 | ||
TOTAL STOCKHOLDERS' EQUITY | 565,600 | 565,600 | 568,900 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 995,300 | 995,300 | 1,010,600 | ||
Joint ventures summarized financial information | |||||
Revenue | 1,481,700 | 1,766,300 | |||
Unconsolidated Joint Ventures | |||||
Financial information | |||||
Current assets | 1,326,100 | 1,326,100 | 1,200,700 | ||
Non-current assets | 541,900 | 541,900 | 527,300 | ||
TOTAL ASSETS | 1,868,000 | 1,868,000 | 1,728,000 | ||
Current liabilities | 1,006,500 | 1,006,500 | 936,700 | ||
Non-current liabilities | 122,800 | 122,800 | 87,000 | ||
TOTAL LIABILITIES | 1,129,300 | 1,129,300 | 1,023,700 | ||
TOTAL STOCKHOLDERS' EQUITY | 738,700 | 738,700 | 704,300 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 1,868,000 | 1,868,000 | 1,728,000 | ||
AECOM's investment in joint ventures | $ 342,000 | 342,000 | $ 321,600 | ||
Joint ventures summarized financial information | |||||
Revenue | 3,648,600 | 3,377,800 | |||
Cost of revenue | 3,444,600 | 3,195,700 | |||
Gross profit | 204,000 | 182,100 | |||
Net income (loss) | 187,100 | 148,900 | |||
Summary of AECOM's equity in earnings of unconsolidated joint ventures: | |||||
Pass-through joint ventures | 14,100 | 18,400 | |||
Other joint ventures | 68,700 | 57,900 | |||
Total | $ 82,800 | $ 76,300 |
Pension Benefit Obligations (De
Pension Benefit Obligations (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
United States Pension Plan of US Entity, Defined Benefit | ||||
Components of net periodic (benefit) cost: | ||||
Service costs | $ 0.8 | $ 1.8 | $ 3.6 | $ 5 |
Interest cost on projected benefit obligation | 5.4 | 7.3 | 16.5 | 21 |
Expected return on plan assets | (7.7) | (7.6) | (23.1) | (21.9) |
Amortization of net loss | 1 | 1.1 | 3 | 3.3 |
Curtailment gain recognized | (6.8) | |||
Settlement (gain) loss recognized | (1) | |||
Net periodic (benefit) cost | (0.5) | 2.6 | (7.8) | 7.4 |
Change in benefit obligation: | ||||
Employer contributions | 11.4 | |||
Expected remaining scheduled annual employer contributions for the current fiscal year | 3.5 | |||
Foreign Pension Plan, Defined Benefit | ||||
Components of net periodic (benefit) cost: | ||||
Service costs | 0.3 | 0.3 | 0.8 | 0.8 |
Interest cost on projected benefit obligation | 9.9 | 12 | 30.2 | 34.9 |
Expected return on plan assets | (12.2) | (12.5) | (37) | (36.7) |
Amortization of prior service cost | (0.1) | (0.1) | (0.1) | |
Amortization of net loss | 1.3 | 1.4 | 4.1 | 4.5 |
Settlement (gain) loss recognized | 0.1 | 0.4 | ||
Net periodic (benefit) cost | $ (0.7) | $ 1.1 | (1.9) | $ 3.8 |
Change in benefit obligation: | ||||
Employer contributions | 15.2 | |||
Expected remaining scheduled annual employer contributions for the current fiscal year | $ 5.7 |
Debt - Agreements (Details)
Debt - Agreements (Details) $ in Thousands | 9 Months Ended | ||||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Oct. 17, 2014USD ($) | |
Debt | |||||
Total debt | $ 4,295,200 | $ 4,606,900 | |||
Less: Current portion of debt and short-term borrowings | (354,100) | (160,400) | |||
Long-term debt, less current portion | 3,941,150 | 4,446,527 | |||
Scheduled maturities of debt: | |||||
2016 (three months remaining) | 59,500 | ||||
2,017 | 351,900 | ||||
2,018 | 128,700 | ||||
2,019 | 89,900 | ||||
2,020 | 1,508,300 | ||||
Thereafter | 2,156,900 | ||||
Total debt | $ 4,295,200 | 4,606,900 | |||
Debt agreements | |||||
Prepayment penalty on unsecured senior notes | $ 55,639 | ||||
Line of Credit | |||||
Debt agreements | |||||
Maximum increase in borrowing capacity | $ 500,000 | ||||
Consolidated leverage ratio | 4.3 | ||||
Outstanding letters of credit | $ 109,500 | 92,500 | |||
Remaining borrowing capacity under the credit facility | 940,500 | 947,600 | |||
Secured Debt | |||||
Debt | |||||
Total debt | $ 2,110,700 | 2,414,300 | |||
Scheduled maturities of debt: | |||||
Total debt | $ 2,110,700 | 2,414,300 | |||
Debt agreements | |||||
Prepayment penalty on unsecured senior notes | 55,600 | ||||
Revolving Credit Facility | |||||
Debt agreements | |||||
Borrowing capacity | 1,050,000 | ||||
Letter of Credit | |||||
Debt agreements | |||||
Borrowing capacity | 500,000 | ||||
Notes | |||||
Debt | |||||
Total debt | 1,600,000 | 1,600,000 | |||
Scheduled maturities of debt: | |||||
Total debt | 1,600,000 | 1,600,000 | |||
Other Debt | |||||
Debt | |||||
Total debt | 156,400 | 163,200 | |||
Scheduled maturities of debt: | |||||
Total debt | 156,400 | 163,200 | |||
Debt agreements | |||||
Outstanding letters of credit | 378,000 | 344,000 | |||
Senior Notes | URS Corporation | |||||
Debt | |||||
Total debt | 428,100 | 429,400 | 1,000,000 | ||
Scheduled maturities of debt: | |||||
Total debt | $ 428,100 | $ 429,400 | 1,000,000 | ||
Term Loan A | Secured Debt | |||||
Debt agreements | |||||
Borrowing capacity | 1,925,000 | ||||
Term Loan B | Secured Debt | |||||
Debt agreements | |||||
Borrowing capacity | $ 760,000 | ||||
Senior Notes 5.43% Series A Due July 2020 | |||||
Debt agreements | |||||
Interest rate (as a percent) | 5.43% | ||||
Senior Discount Notes 1.00% Series B due July 2022 | |||||
Debt agreements | |||||
Interest rate (as a percent) | 1.00% |
Debt - Redemption (Details)
Debt - Redemption (Details) - USD ($) | Oct. 24, 2014 | Oct. 17, 2014 | Oct. 06, 2014 | Jun. 30, 2016 | Jun. 30, 2015 | Sep. 30, 2015 |
Debt | ||||||
Debt | $ 4,295,200,000 | $ 4,606,900,000 | ||||
Average effective interest rate on total borrowings, including the effects of swaps (as a percent) | 4.30% | 4.20% | ||||
Other Debt | ||||||
Debt | ||||||
Debt | $ 156,400,000 | 163,200,000 | ||||
Outstanding letters of credit | 378,000,000 | 344,000,000 | ||||
Unsecured Credit Facilities | ||||||
Debt | ||||||
Remaining borrowing capacity under the credit facility | 523,100,000 | |||||
Notes | ||||||
Debt | ||||||
Debt | 1,600,000,000 | 1,600,000,000 | ||||
The 2022 Notes | ||||||
Debt | ||||||
Principal amount | $ 800,000,000 | |||||
Interest rate (as a percent) | 5.75% | |||||
Fair value of debt instrument | 812,000,000 | |||||
The 2022 Notes | Redemption period one | ||||||
Debt | ||||||
Redemption period, end date | Oct. 15, 2017 | |||||
Percentage price of original principal amount of note at which note can be redeemed | 105.75% | |||||
Percentage price of original principal amount of note, excluding required premium, at which note can be redeemed | 100.00% | |||||
The 2024 Notes | ||||||
Debt | ||||||
Principal amount | $ 800,000,000 | |||||
Interest rate (as a percent) | 5.875% | |||||
Fair value of debt instrument | 814,000,000 | |||||
The 2024 Notes | Redemption period two | ||||||
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% | |||||
The 2024 Notes | Redemption period three | ||||||
Debt | ||||||
Percentage price of original principal amount of note at which note can be redeemed | 100.00% | |||||
Redemption period, start date | Jul. 15, 2024 | |||||
Senior Notes | URS Corporation | ||||||
Debt | ||||||
Percentage price of original principal amount of note at which note can be redeemed | 101.00% | 101.00% | ||||
Debt | $ 1,000,000,000 | 428,100,000 | $ 429,400,000 | |||
Amount of notes purchased | $ 572,300,000 | |||||
Senior Notes 3.85% due 2017 | URS Corporation | ||||||
Debt | ||||||
Interest rate (as a percent) | 3.85% | |||||
Fair value of long term debt | 179,900,000 | |||||
Debt | 180,600,000 | |||||
Senior Notes 5.00% due 2022 | URS Corporation | ||||||
Debt | ||||||
Interest rate (as a percent) | 5.00% | |||||
Fair value of long term debt | 233,600,000 | |||||
Debt | $ 247,500,000 | |||||
Maximum | The 2022 Notes | Redemption period one | ||||||
Debt | ||||||
Percentage of principal amount that can be redeemed | 35.00% |
Derivative Financial Instrume45
Derivative Financial Instruments and Fair Value Measurements (Details) AUD in Millions | 9 Months Ended | 12 Months Ended | ||||
Jun. 30, 2016USD ($) | Sep. 30, 2015AUDitem | Sep. 30, 2014item | Jun. 30, 2016AUD | Jun. 30, 2016USD ($) | Sep. 30, 2015USD ($) | |
Derivative financial instruments | ||||||
Number of contingent consideration arrangements | item | 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 98.1 | AUD 70.7 | $ 52,500,000 | $ 74,100,000 |
Share-based Payments (Details)
Share-based Payments (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Sep. 30, 2015 | |
Stock options, weighted average exercise price | |||
Vesting period | 3 years | ||
Recognized compensation expense | $ 56.2 | $ 98.1 | |
Accelerated equity award | 43.9 | ||
Accelerated settlement Of Common Stock | 17.6 | ||
Award settlement Of Cash | $ 26.3 | ||
Unrecognized compensation expense | $ 113.2 | $ 115.5 | |
Employee Stock Option | |||
Shares of stock under options | |||
Balance at the beginning of the period (in shares) | 1.3 | 1.6 | |
Exercised (in shares) | (0.4) | (0.3) | |
Balance at the end of the period (in shares) | 0.9 | 1.3 | |
Vested and expected to vest in the future at the end of the period (in shares) | 0.9 | 1.3 | |
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) | 23.78 | 25.02 | |
Balance at the end of the period (in dollars per share) | 30.30 | 28.22 | |
Vested and expected to vest in the future at the end of the period (in dollars per share) | $ 30.30 | 28.22 | |
Performance Earnings Program | |||
Stock options, weighted average exercise price | |||
Vesting period | 3 years | ||
Weighted average grant-date fair value of stock options granted (in dollars per share) | $ 29.91 | 32.32 | |
Restricted Stock Units (RSUs) | |||
Stock options, weighted average exercise price | |||
Weighted average grant-date fair value of stock options granted (in dollars per share) | $ 29.81 | $ 31.06 | |
Granted (in shares) | 2.6 | ||
Granted (in dollars per share) | $ 30.04 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Taxes | ||||
Effective tax rate (as a percent) | (71.20%) | 97.20% | (18.60%) | 49.70% |
Federal statutory rate (as a percent) | 35.00% | 35.00% | ||
Effective tax rate reconciliation impact of non-deductible research and development expenses | $ 11.7 | |||
Tax benefit related to non-controlling interests | $ 6.9 | 15.3 | ||
Tax benefit related to valuation allowances | 38.4 | 38.4 | ||
Valuation allowances adjustments related to non deductible research and development credits | 7.2 | 7.2 | ||
Discrete expense, net of related valuation allowance | (3.8) | |||
Undistributed earnings related to foreign subsidiaries | 97.3 | $ 97.3 | ||
United Kingdom | ||||
Income Taxes | ||||
Valuation allowances | 26.5 | |||
Australia | ||||
Income Taxes | ||||
Valuation allowances | $ 11.9 |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Earnings Per Share | ||||
Antidilutive potential common shares excluded in computation of diluted loss per share | 1,600 | 1,800 | ||
Denominator for basic earnings per share (in shares) | 154,852 | 151,697 | 154,256 | 148,214 |
Potential common shares (in shares) | 1,300 | 1,200 | ||
Denominator for diluted earnings per share (in shares) | 156,175 | 151,697 | 155,479 | 148,214 |
Other Financial Information (De
Other Financial Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2016 | Sep. 30, 2015 | |
Accrued expenses | ||
Accrued salaries and benefits | $ 905,300 | $ 852,200 |
Accrued contract costs | 1,150,300 | 993,100 |
Other accrued expenses | 346,000 | 322,500 |
Total accrued expenses | 2,401,555 | $ 2,167,771 |
Accrued contract costs related to professional liability accruals | 655,400 | |
Revenue related to recovery of pension related entitlement | 45,000 | |
Noncurrent asset related to recovery of pension related entitlement | $ 45,000 |
Reclassifications out of Accu50
Reclassifications out of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Accumulated balances | ||||
Balance at the beginning of the period | $ (651,400) | $ (582,900) | $ (635,100) | $ (356,600) |
Other comprehensive (loss) income before reclassification | 2,600 | 41,300 | (19,600) | (190,200) |
Amounts reclassified from accumulated other comprehensive loss, actuarial gains, net of tax | 1,700 | 1,800 | 5,000 | 5,400 |
Amounts reclassified from accumulated other comprehensive loss, cash flow hedge gains, net of tax | 1,200 | 1,200 | 3,800 | 2,800 |
Balance at the end of the period | (645,898) | (538,600) | (645,898) | (538,600) |
Actuarial losses/Pension Related Adjustments | ||||
Accumulated balances | ||||
Balance at the beginning of the period | (196,800) | (203,300) | (204,000) | (217,000) |
Other comprehensive (loss) income before reclassification | 8,500 | (5,500) | 12,400 | 4,600 |
Amounts reclassified from accumulated other comprehensive loss, actuarial gains, net of tax | 1,700 | 1,800 | 5,000 | 5,400 |
Balance at the end of the period | (186,600) | (207,000) | (186,600) | (207,000) |
Foreign Currency Translation Adjustments | ||||
Accumulated balances | ||||
Balance at the beginning of the period | (448,300) | (372,600) | (420,100) | (137,800) |
Other comprehensive (loss) income before reclassification | (3,400) | 46,400 | (31,600) | (188,400) |
Balance at the end of the period | (451,700) | (326,200) | (451,700) | (326,200) |
Cash flow hedges/Loss on Derivative Instruments | ||||
Accumulated balances | ||||
Balance at the beginning of the period | (6,300) | (7,000) | (11,000) | (1,800) |
Other comprehensive (loss) income before reclassification | (2,500) | 400 | (400) | (6,400) |
Amounts reclassified from accumulated other comprehensive loss, cash flow hedge gains, net of tax | 1,200 | 1,200 | 3,800 | 2,800 |
Balance at the end of the period | $ (7,600) | $ (5,400) | $ (7,600) | $ (5,400) |
Commitments and Contingencies (
Commitments and Contingencies (Details) AUD in Millions, $ in Millions | May 31, 2016USD ($) | Jul. 10, 2015USD ($) | Dec. 31, 2014USD ($) | Jun. 30, 2016USD ($)item | Sep. 30, 2006AUD | Sep. 30, 2015USD ($) |
Standby Letters of Credit | ||||||
Commitments and Contingencies | ||||||
Contingency liability of general and professional liability insurance programs and for payment and performance guarantees | $ 487.5 | $ 436.5 | ||||
Surety Bond | ||||||
Commitments and Contingencies | ||||||
Surety bonds issued | 2,900 | $ 2,300 | ||||
DOE Deactivation Demolition And Removal Project | URS Corporation | Washington Group International | ||||||
Commitments and Contingencies | ||||||
Projects costs, maximum | 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 | |||||
AECOM Australia | ||||||
Commitments and Contingencies | ||||||
Proceeds from initial public offering (IPO) | AUD | AUD 700 | |||||
Bank loan | AUD | AUD 1,400 | |||||
Number of initial public offering investors | item | 770 | |||||
Payments for legal settlements | $ 205 | |||||
Damages claimed by applicants | $ 91 |
Reportable Segments (Details)
Reportable Segments (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)segment | Jun. 30, 2015USD ($) | Sep. 30, 2015USD ($) | |
Summarized financial information concerning the Company's reportable segments | |||||
Number of reportable segments | segment | 3 | ||||
Revenue | $ 4,408,782 | $ 4,549,578 | $ 13,087,729 | $ 13,266,243 | |
Cost of revenue | 4,237,439 | 4,423,060 | 12,592,084 | 12,901,683 | |
Gross profit | 171,343 | 126,518 | 495,645 | 364,560 | |
Equity in earnings of joint ventures | 18,513 | 27,776 | 82,792 | 76,328 | |
General and administrative expenses | (28,863) | (24,418) | (86,957) | (88,553) | |
Acquisition and integration expenses | (50,678) | (88,495) | (142,427) | (318,557) | |
Loss on disposal activities | (42,589) | ||||
Operating income (loss) | 110,315 | $ 41,381 | 306,464 | $ 33,778 | |
Segment assets | $ 13,878,327 | $ 13,878,327 | $ 14,014,298 | ||
Gross profit as a % of revenue | 3.90% | 2.80% | 3.80% | 2.70% | |
Corporate | |||||
Summarized financial information concerning the Company's reportable segments | |||||
General and administrative expenses | $ (28,700) | $ (24,400) | $ (86,900) | $ (88,500) | |
Acquisition and integration expenses | (50,700) | (88,500) | (142,400) | (318,600) | |
Operating income (loss) | (79,400) | (112,900) | (229,300) | (407,100) | |
Segment assets | 810,000 | 810,000 | 609,800 | ||
Design and Consulting Services | |||||
Summarized financial information concerning the Company's reportable segments | |||||
Revenue | 1,920,600 | 1,993,500 | 5,748,800 | 5,921,100 | |
Gross profit | 122,900 | 101,100 | 299,400 | 200,400 | |
Equity in earnings of joint ventures | 1,000 | 3,000 | 6,200 | 3,100 | |
Operating income (loss) | 123,900 | $ 104,100 | 305,600 | $ 203,500 | |
Segment assets | $ 6,834,400 | $ 6,834,400 | 7,118,200 | ||
Gross profit as a % of revenue | 6.40% | 5.10% | 5.20% | 3.40% | |
Construction Services | |||||
Summarized financial information concerning the Company's reportable segments | |||||
Revenue | $ 1,683,800 | $ 1,704,400 | $ 4,941,800 | $ 4,879,600 | |
Gross profit | 9,100 | (10,400) | 27,800 | 27,500 | |
Equity in earnings of joint ventures | 3,500 | 6,400 | 8,900 | 16,900 | |
Loss on disposal activities | (42,600) | ||||
Operating income (loss) | 12,600 | $ (4,000) | (5,900) | $ 44,400 | |
Segment assets | $ 3,504,900 | $ 3,504,900 | 3,382,400 | ||
Gross profit as a % of revenue | 0.50% | (0.60%) | 0.60% | 0.60% | |
Management Services | |||||
Summarized financial information concerning the Company's reportable segments | |||||
Revenue | $ 804,400 | $ 851,600 | $ 2,397,100 | $ 2,465,500 | |
Gross profit | 39,300 | 35,900 | 168,400 | 136,700 | |
Equity in earnings of joint ventures | 14,000 | 18,300 | 67,700 | 56,300 | |
Operating income (loss) | 53,300 | $ 54,200 | 236,100 | $ 193,000 | |
Segment assets | $ 2,729,000 | $ 2,729,000 | $ 2,903,900 | ||
Gross profit as a % of revenue | 4.90% | 4.20% | 7.00% | 5.50% |
Condensed Consolidating Finan53
Condensed Consolidating Financial Information - Debt (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 Finan54
Condensed Consolidating Financial Information - Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2014 |
CURRENT ASSETS: | ||||
Total cash and cash equivalents | $ 627,997 | $ 683,893 | $ 605,900 | $ 574,188 |
Accounts receivable-net | 4,620,393 | 4,841,450 | ||
Prepaid expenses and other current assets | 852,582 | 388,982 | ||
Income taxes receivable | 70,923 | 81,161 | ||
Deferred tax assets-net | 250,599 | |||
TOTAL CURRENT ASSETS | 6,171,895 | 6,246,085 | ||
PROPERTY AND EQUIPMENT-NET | 624,545 | 699,322 | ||
DEFERRED TAX ASSETS-NET | 110,133 | |||
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES | 341,967 | 321,625 | ||
GOODWILL | 5,831,409 | 5,820,692 | ||
INTANGIBLE ASSETS-NET | 493,249 | 659,438 | ||
OTHER NON-CURRENT ASSETS | 305,129 | 267,136 | ||
TOTAL ASSETS | 13,878,327 | 14,014,298 | ||
CURRENT LIABILITIES: | ||||
Short-term debt | 20,764 | 2,788 | ||
Accounts payable | 1,889,254 | 1,853,993 | ||
Accrued expenses and other current liabilities | 2,401,555 | 2,167,771 | ||
Billings in excess of costs on uncompleted contracts | 641,343 | 653,877 | ||
Current portion of long-term debt | 333,303 | 157,623 | ||
TOTAL CURRENT LIABILITIES | 5,286,219 | 4,836,052 | ||
OTHER LONG-TERM LIABILITIES | 876,600 | 870,700 | ||
DEFERRED TAX LIABILITY-NET | 15,110 | 230,037 | ||
LONG-TERM DEBT | 3,941,150 | 4,446,527 | ||
TOTAL LIABILITIES | 10,119,120 | 10,383,355 | ||
TOTAL AECOM STOCKHOLDERS' EQUITY | 3,551,842 | 3,407,748 | ||
Noncontrolling interests | 207,365 | 223,195 | ||
TOTAL STOCKHOLDERS' EQUITY | 3,759,207 | 3,630,943 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 13,878,327 | 14,014,298 | ||
Reportable Legal Entities | Parent | ||||
CURRENT ASSETS: | ||||
Total cash and cash equivalents | 1,700 | 1,300 | 2,000 | 33,400 |
Intercompany receivable | 763,200 | 771,300 | ||
Prepaid expenses and other current assets | 170,300 | 36,700 | ||
Income taxes receivable | 57,500 | 68,700 | ||
Deferred tax assets-net | 36,600 | |||
TOTAL CURRENT ASSETS | 992,700 | 914,600 | ||
PROPERTY AND EQUIPMENT-NET | 156,400 | 93,400 | ||
DEFERRED TAX ASSETS-NET | 116,400 | 27,100 | ||
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES | 6,396,700 | 6,739,400 | ||
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES | 700 | 800 | ||
OTHER NON-CURRENT ASSETS | 74,400 | 88,700 | ||
TOTAL ASSETS | 7,737,300 | 7,864,000 | ||
CURRENT LIABILITIES: | ||||
Short-term debt | 3,900 | 2,300 | ||
Accounts payable | 38,900 | 28,000 | ||
Accrued expenses and other current liabilities | 207,700 | 229,500 | ||
Intercompany payable | 109,000 | 119,900 | ||
Current portion of long-term debt | 107,400 | 105,600 | ||
TOTAL CURRENT LIABILITIES | 466,900 | 485,300 | ||
OTHER LONG-TERM LIABILITIES | 101,800 | 63,600 | ||
LONG-TERM DEBT | 3,620,700 | 3,914,000 | ||
TOTAL LIABILITIES | 4,189,400 | 4,462,900 | ||
TOTAL AECOM STOCKHOLDERS' EQUITY | 3,547,900 | 3,401,100 | ||
TOTAL STOCKHOLDERS' EQUITY | 3,547,900 | 3,401,100 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 7,737,300 | 7,864,000 | ||
Reportable Legal Entities | Guarantor Subsidiaries | ||||
CURRENT ASSETS: | ||||
Total cash and cash equivalents | 178,300 | 162,500 | 131,000 | 85,800 |
Accounts receivable-net | 2,027,500 | 2,165,500 | ||
Intercompany receivable | 146,000 | 187,300 | ||
Prepaid expenses and other current assets | 371,400 | 127,400 | ||
TOTAL CURRENT ASSETS | 2,723,200 | 2,642,700 | ||
PROPERTY AND EQUIPMENT-NET | 226,100 | 240,000 | ||
DEFERRED TAX ASSETS-NET | 30,000 | |||
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES | 1,317,300 | 1,343,700 | ||
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES | 51,400 | 73,400 | ||
GOODWILL | 3,306,700 | 3,291,100 | ||
INTANGIBLE ASSETS-NET | 357,900 | 459,400 | ||
OTHER NON-CURRENT ASSETS | 66,300 | 26,800 | ||
TOTAL ASSETS | 8,078,900 | 8,077,100 | ||
CURRENT LIABILITIES: | ||||
Accounts payable | 915,700 | 834,100 | ||
Accrued expenses and other current liabilities | 1,167,100 | 1,001,600 | ||
Intercompany payable | 852,400 | 960,300 | ||
Billings in excess of costs on uncompleted contracts | 250,900 | 255,700 | ||
Deferred tax liability-net | 62,900 | |||
Current portion of long-term debt | 203,400 | 24,500 | ||
TOTAL CURRENT LIABILITIES | 3,389,500 | 3,139,100 | ||
OTHER LONG-TERM LIABILITIES | 333,400 | 299,500 | ||
DEFERRED TAX LIABILITY-NET | 122,600 | |||
LONG-TERM DEBT | 294,100 | 482,700 | ||
TOTAL LIABILITIES | 4,017,000 | 4,043,900 | ||
TOTAL AECOM STOCKHOLDERS' EQUITY | 4,061,900 | 4,033,200 | ||
TOTAL STOCKHOLDERS' EQUITY | 4,061,900 | 4,033,200 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 8,078,900 | 8,077,100 | ||
Reportable Legal Entities | Non-Guarantor Subsidiaries | ||||
CURRENT ASSETS: | ||||
Total cash and cash equivalents | 448,000 | 520,100 | $ 472,900 | $ 455,000 |
Accounts receivable-net | 2,592,900 | 2,675,900 | ||
Intercompany receivable | 148,700 | 262,700 | ||
Prepaid expenses and other current assets | 310,900 | 224,900 | ||
Income taxes receivable | 13,400 | 12,500 | ||
Deferred tax assets-net | 276,900 | |||
TOTAL CURRENT ASSETS | 3,513,900 | 3,973,000 | ||
PROPERTY AND EQUIPMENT-NET | 242,000 | 365,900 | ||
DEFERRED TAX ASSETS-NET | 7,300 | |||
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES | 58,500 | 67,400 | ||
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES | 289,900 | 247,400 | ||
GOODWILL | 2,524,700 | 2,529,600 | ||
INTANGIBLE ASSETS-NET | 135,400 | 200,000 | ||
OTHER NON-CURRENT ASSETS | 164,400 | 151,700 | ||
TOTAL ASSETS | 6,928,800 | 7,542,300 | ||
CURRENT LIABILITIES: | ||||
Short-term debt | 16,900 | 500 | ||
Accounts payable | 934,600 | 991,900 | ||
Accrued expenses and other current liabilities | 1,026,800 | 936,700 | ||
Intercompany payable | 217,100 | 319,800 | ||
Billings in excess of costs on uncompleted contracts | 390,400 | 398,200 | ||
Current portion of long-term debt | 22,500 | 27,500 | ||
TOTAL CURRENT LIABILITIES | 2,608,300 | 2,674,600 | ||
OTHER LONG-TERM LIABILITIES | 441,400 | 507,600 | ||
DEFERRED TAX LIABILITY-NET | 51,400 | 141,900 | ||
NOTE PAYABLE INTERCOMPANY-NON CURRENT | 594,100 | 669,100 | ||
LONG-TERM DEBT | 26,400 | 49,800 | ||
TOTAL LIABILITIES | 3,721,600 | 4,043,000 | ||
TOTAL AECOM STOCKHOLDERS' EQUITY | 2,999,800 | 3,276,100 | ||
Noncontrolling interests | 207,400 | 223,200 | ||
TOTAL STOCKHOLDERS' EQUITY | 3,207,200 | 3,499,300 | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 6,928,800 | 7,542,300 | ||
Eliminations | ||||
CURRENT ASSETS: | ||||
Intercompany receivable | (1,057,900) | (1,221,300) | ||
Deferred tax assets-net | (62,900) | |||
TOTAL CURRENT ASSETS | (1,057,900) | (1,284,200) | ||
DEFERRED TAX ASSETS-NET | (36,300) | (34,400) | ||
INVESTMENTS IN CONSOLIDATED SUBSIDIARIES | (7,772,500) | (8,150,500) | ||
TOTAL ASSETS | (8,866,700) | (9,469,100) | ||
CURRENT LIABILITIES: | ||||
Intercompany payable | (1,178,500) | (1,400,000) | ||
Deferred tax liability-net | (62,900) | |||
TOTAL CURRENT LIABILITIES | (1,178,500) | (1,462,900) | ||
DEFERRED TAX LIABILITY-NET | (36,300) | (34,400) | ||
NOTE PAYABLE INTERCOMPANY-NON CURRENT | (594,100) | (669,100) | ||
TOTAL LIABILITIES | (1,808,900) | (2,166,400) | ||
TOTAL AECOM STOCKHOLDERS' EQUITY | (7,057,800) | (7,302,700) | ||
TOTAL STOCKHOLDERS' EQUITY | (7,057,800) | (7,302,700) | ||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ (8,866,700) | $ (9,469,100) |
Condensed Consolidating Finan55
Condensed Consolidating Financial Information - Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Condensed Consolidating Statements of Operations | ||||
Revenue | $ 4,408,782 | $ 4,549,578 | $ 13,087,729 | $ 13,266,243 |
Cost of revenue | 4,237,439 | 4,423,060 | 12,592,084 | 12,901,683 |
Gross profit | 171,343 | 126,518 | 495,645 | 364,560 |
Equity in earnings of joint ventures | 18,513 | 27,776 | 82,792 | 76,328 |
General and administrative expenses | (28,863) | (24,418) | (86,957) | (88,553) |
Acquisition and integration expenses | (50,678) | (88,495) | (142,427) | (318,557) |
Loss on disposal activities | 42,589 | |||
Income from operations | 110,315 | 41,381 | 306,464 | 33,778 |
Other income | 1,498 | 10,128 | 5,286 | 11,669 |
Interest expense | (62,516) | (60,220) | (184,757) | (239,581) |
Income (loss) before income tax benefit | 49,297 | (8,711) | 126,993 | (194,134) |
Income tax (benefit) expense | (35,097) | (8,464) | (23,592) | (96,424) |
Net income (loss) | 84,394 | (247) | 150,585 | (97,710) |
Noncontrolling interests in income of consolidated subsidiaries, net of tax | (16,950) | (16,945) | (61,680) | (58,191) |
Net income (loss) attributable to AECOM | 67,444 | (17,192) | 88,905 | (155,901) |
Reportable Legal Entities | Parent | ||||
Condensed Consolidating Statements of Operations | ||||
Equity in earnings from subsidiaries | 150,700 | 83,400 | 330,700 | 203,400 |
General and administrative expenses | (28,700) | (25,600) | (85,700) | (86,700) |
Acquisition and integration expenses | (50,700) | (83,800) | (142,400) | (269,100) |
Income from operations | 71,300 | (26,000) | 102,600 | (152,400) |
Other income | 1,400 | 2,700 | 4,400 | 3,600 |
Interest expense | (55,600) | (55,200) | (164,800) | (220,900) |
Income (loss) before income tax benefit | 17,100 | (78,500) | (57,800) | (369,700) |
Income tax (benefit) expense | (50,500) | (61,400) | (146,900) | (213,800) |
Net income (loss) | 67,600 | (17,100) | 89,100 | (155,900) |
Net income (loss) attributable to AECOM | 67,600 | (17,100) | 89,100 | (155,900) |
Reportable Legal Entities | Guarantor Subsidiaries | ||||
Condensed Consolidating Statements of Operations | ||||
Revenue | 2,321,600 | 2,083,600 | 6,915,600 | 6,494,000 |
Cost of revenue | 2,255,500 | 2,065,100 | 6,652,100 | 6,352,000 |
Gross profit | 66,100 | 18,500 | 263,500 | 142,000 |
Equity in earnings from subsidiaries | 58,800 | (21,000) | (1,300) | (34,500) |
Equity in earnings of joint ventures | 10,200 | 6,300 | 21,900 | 14,600 |
General and administrative expenses | 1,200 | (1,200) | (1,800) | |
Acquisition and integration expenses | (4,700) | (49,500) | ||
Income from operations | 135,100 | 300 | 282,900 | 70,800 |
Other income | 9,400 | 8,400 | 27,200 | 26,000 |
Interest expense | (6,200) | (6,400) | (17,300) | (15,900) |
Income (loss) before income tax benefit | 138,300 | 2,300 | 292,800 | 80,900 |
Income tax (benefit) expense | 31,700 | 12,700 | 116,000 | 42,700 |
Net income (loss) | 106,600 | (10,400) | 176,800 | 38,200 |
Net income (loss) attributable to AECOM | 106,600 | (10,400) | 176,800 | 38,200 |
Reportable Legal Entities | Non-Guarantor Subsidiaries | ||||
Condensed Consolidating Statements of Operations | ||||
Revenue | 2,095,200 | 2,547,600 | 6,221,800 | 7,121,200 |
Cost of revenue | 1,990,000 | 2,439,500 | 5,989,700 | 6,898,600 |
Gross profit | 105,200 | 108,100 | 232,100 | 222,600 |
Equity in earnings from subsidiaries | 800 | 700 | 2,400 | 2,900 |
Equity in earnings of joint ventures | 8,300 | 21,400 | 60,900 | 61,700 |
Loss on disposal activities | 42,600 | |||
Income from operations | 114,300 | 130,200 | 252,800 | 287,200 |
Other income | 2,200 | 8,300 | 3,800 | 8,300 |
Interest expense | (12,300) | (7,900) | (32,800) | (29,000) |
Income (loss) before income tax benefit | 104,200 | 130,600 | 223,800 | 266,500 |
Income tax (benefit) expense | 4,000 | 16,600 | 13,900 | 49,700 |
Net income (loss) | 100,200 | 114,000 | 209,900 | 216,800 |
Noncontrolling interests in income of consolidated subsidiaries, net of tax | (17,000) | (17,000) | (61,700) | (58,200) |
Net income (loss) attributable to AECOM | 83,200 | 97,000 | 148,200 | 158,600 |
Eliminations | ||||
Condensed Consolidating Statements of Operations | ||||
Revenue | (8,000) | (81,700) | (49,700) | (349,000) |
Cost of revenue | (8,000) | (81,700) | (49,700) | (349,000) |
Equity in earnings from subsidiaries | (210,300) | (63,100) | (331,800) | (171,800) |
Income from operations | (210,300) | (63,100) | (331,800) | (171,800) |
Other income | (11,500) | (9,300) | (30,100) | (26,200) |
Interest expense | 11,500 | 9,300 | 30,100 | 26,200 |
Income (loss) before income tax benefit | (210,300) | (63,100) | (331,800) | (171,800) |
Income tax (benefit) expense | (20,300) | 23,600 | (6,600) | 25,000 |
Net income (loss) | (190,000) | (86,700) | (325,200) | (196,800) |
Net income (loss) attributable to AECOM | $ (190,000) | $ (86,700) | $ (325,200) | $ (196,800) |
Condensed Consolidating Finan56
Condensed Consolidating Financial Information - Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Consolidated Statements of Comprehensive Income (Loss) | ||||
Net income (loss) | $ 84,394 | $ (247) | $ 150,585 | $ (97,710) |
Other comprehensive income (loss), net of tax: | ||||
Net unrealized (loss) gain on derivatives, net of tax | (1,396) | 1,667 | 3,390 | (3,574) |
Foreign currency translation adjustments | (3,762) | 46,683 | (33,643) | (190,933) |
Pension adjustments, net of tax | 10,253 | (3,825) | 17,457 | 9,954 |
Other comprehensive income (loss), net of tax | 5,095 | 44,525 | (12,796) | (184,553) |
Comprehensive income (loss), net of tax | 89,489 | 44,278 | 137,789 | (282,263) |
Noncontrolling interests in comprehensive income of consolidated subsidiaries, net of tax | (16,572) | (17,135) | (59,682) | (55,594) |
Comprehensive income (loss) attributable to AECOM, net of tax | 72,917 | 27,143 | 78,107 | (337,857) |
Reportable Legal Entities | Parent | ||||
Consolidated Statements of Comprehensive Income (Loss) | ||||
Net income (loss) | 67,600 | (17,100) | 89,100 | (155,900) |
Other comprehensive income (loss), net of tax: | ||||
Net unrealized (loss) gain on derivatives, net of tax | (700) | 1,600 | 600 | (3,600) |
Pension adjustments, net of tax | 600 | 700 | 1,800 | 2,400 |
Other comprehensive income (loss), net of tax | (100) | 2,300 | 2,400 | (1,200) |
Comprehensive income (loss), net of tax | 67,500 | (14,800) | 91,500 | (157,100) |
Comprehensive income (loss) attributable to AECOM, net of tax | 67,500 | (14,800) | 91,500 | (157,100) |
Reportable Legal Entities | Guarantor Subsidiaries | ||||
Consolidated Statements of Comprehensive Income (Loss) | ||||
Net income (loss) | 106,600 | (10,400) | 176,800 | 38,200 |
Other comprehensive income (loss), net of tax: | ||||
Pension adjustments, net of tax | (4,700) | |||
Other comprehensive income (loss), net of tax | (4,700) | |||
Comprehensive income (loss), net of tax | 106,600 | (10,400) | 172,100 | 38,200 |
Comprehensive income (loss) attributable to AECOM, net of tax | 106,600 | (10,400) | 172,100 | 38,200 |
Reportable Legal Entities | Non-Guarantor Subsidiaries | ||||
Consolidated Statements of Comprehensive Income (Loss) | ||||
Net income (loss) | 100,200 | 114,000 | 209,900 | 216,800 |
Other comprehensive income (loss), net of tax: | ||||
Net unrealized (loss) gain on derivatives, net of tax | (700) | 2,800 | ||
Foreign currency translation adjustments | (3,700) | 46,600 | (33,600) | (191,000) |
Pension adjustments, net of tax | 9,600 | (4,500) | 20,300 | 7,600 |
Other comprehensive income (loss), net of tax | 5,200 | 42,100 | (10,500) | (183,400) |
Comprehensive income (loss), net of tax | 105,400 | 156,100 | 199,400 | 33,400 |
Noncontrolling interests in comprehensive income of consolidated subsidiaries, net of tax | (16,600) | (17,100) | (59,700) | (55,600) |
Comprehensive income (loss) attributable to AECOM, net of tax | 88,800 | 139,000 | 139,700 | (22,200) |
Eliminations | ||||
Consolidated Statements of Comprehensive Income (Loss) | ||||
Net income (loss) | (190,000) | (86,700) | (325,200) | (196,800) |
Other comprehensive income (loss), net of tax: | ||||
Comprehensive income (loss), net of tax | (190,000) | (86,700) | (325,200) | (196,800) |
Comprehensive income (loss) attributable to AECOM, net of tax | $ (190,000) | $ (86,700) | $ (325,200) | $ (196,800) |
Condensed Consolidating Finan57
Condensed Consolidating Financial Information - Cash Flows (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Condensed Consolidating Statements of Cash Flows | ||
CASH FLOWS FROM OPERATING ACTIVITIES | $ 451,256 | $ 486,404 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Payments for business acquisitions, net of cash acquired | (975) | (3,289,150) |
Proceeds from disposal of businesses and property | 39,699 | |
Net investment in unconsolidated joint ventures | (62,228) | (13,870) |
Net sales of investments | 11,400 | (12,800) |
Payments for capital expenditures, net of disposals | (99,800) | (59,200) |
Payments for capital expenditures, net of disposals | (141,625) | (90,113) |
Net cash used in investing activities | (111,918) | (3,375,045) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from borrowings under credit agreements | 3,446,203 | 5,634,495 |
Repayments of borrowings under credit agreements | (3,761,371) | (4,040,352) |
Issuance of unsecured senior notes | 1,600,000 | |
Prepayment penalty on unsecured senior notes | (55,639) | |
Cash paid for debt and equity issuance costs | (1,977) | (87,852) |
Proceeds from issuance of common stock | 22,961 | 13,554 |
Proceeds from exercise of stock options | 8,650 | 7,973 |
Payments to repurchase common stock | (25,554) | (22,817) |
Excess tax benefit from share-based payment | 3,835 | 3,632 |
Net distributions to noncontrolling interests | (75,424) | (101,019) |
Other financing activities | (8,106) | (11,448) |
Net cash (used in) provided by financing activities | (390,783) | 2,940,527 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | (4,451) | (20,174) |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (55,896) | 31,712 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 683,893 | 574,188 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 627,997 | 605,900 |
Reportable Legal Entities | Parent | ||
Condensed Consolidating Statements of Cash Flows | ||
CASH FLOWS FROM OPERATING ACTIVITIES | (288,000) | (294,400) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Payments for business acquisitions, net of cash acquired | (3,564,200) | |
Payments for capital expenditures, net of disposals | (68,600) | (38,900) |
Net (investment in) receipts from intercompany notes | 2,500 | 72,100 |
Other intercompany investing activities | 645,900 | 735,600 |
Net cash used in investing activities | 579,800 | (2,795,400) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from borrowings under credit agreements | 3,421,500 | 5,543,100 |
Repayments of borrowings under credit agreements | (3,714,600) | (3,941,700) |
Issuance of unsecured senior notes | 1,600,000 | |
Prepayment penalty on unsecured senior notes | (55,600) | |
Cash paid for debt and equity issuance costs | (2,000) | (87,900) |
Proceeds from issuance of common stock | 23,000 | 13,500 |
Proceeds from exercise of stock options | 8,700 | 8,000 |
Payments to repurchase common stock | (25,600) | (22,800) |
Excess tax benefit from share-based payment | 3,800 | 3,600 |
Other financing activities | (7,200) | (1,800) |
Net borrowings (repayments) on intercompany notes | 1,000 | |
Net cash (used in) provided by financing activities | (291,400) | 3,058,400 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | 400 | (31,400) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 1,300 | 33,400 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 1,700 | 2,000 |
Reportable Legal Entities | Guarantor Subsidiaries | ||
Condensed Consolidating Statements of Cash Flows | ||
CASH FLOWS FROM OPERATING ACTIVITIES | 507,200 | 480,800 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Payments for business acquisitions, net of cash acquired | (1,000) | 113,900 |
Net investment in unconsolidated joint ventures | (3,700) | (100) |
Payments for capital expenditures, net of disposals | (35,300) | (18,500) |
Net (investment in) receipts from intercompany notes | 142,400 | |
Other intercompany investing activities | 112,200 | 199,900 |
Net cash used in investing activities | 214,600 | 295,200 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from borrowings under credit agreements | 8,300 | 4,400 |
Repayments of borrowings under credit agreements | (16,800) | (20,900) |
Other financing activities | (20,700) | (4,300) |
Net borrowings (repayments) on intercompany notes | 10,700 | |
Other intercompany financing activities | (687,500) | (710,000) |
Net cash (used in) provided by financing activities | (706,000) | (730,800) |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | 15,800 | 45,200 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 162,500 | 85,800 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 178,300 | 131,000 |
Reportable Legal Entities | Non-Guarantor Subsidiaries | ||
Condensed Consolidating Statements of Cash Flows | ||
CASH FLOWS FROM OPERATING ACTIVITIES | 232,100 | 300,000 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Payments for business acquisitions, net of cash acquired | 161,200 | |
Proceeds from disposal of businesses and property | 39,700 | |
Net investment in unconsolidated joint ventures | (58,500) | (13,800) |
Net sales of investments | 11,400 | (12,800) |
Payments for capital expenditures, net of disposals | 4,100 | (1,800) |
Net (investment in) receipts from intercompany notes | (11,700) | |
Net cash used in investing activities | (15,000) | 132,800 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from borrowings under credit agreements | 16,400 | 87,000 |
Repayments of borrowings under credit agreements | (30,000) | (77,800) |
Net distributions to noncontrolling interests | (75,400) | (101,000) |
Other financing activities | 19,800 | (5,300) |
Net borrowings (repayments) on intercompany notes | (144,900) | (72,100) |
Other intercompany financing activities | (70,600) | (225,500) |
Net cash (used in) provided by financing activities | (284,700) | (394,700) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | (4,500) | (20,200) |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (72,100) | 17,900 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 520,100 | 455,000 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 448,000 | 472,900 |
Eliminations | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Net (investment in) receipts from intercompany notes | (133,200) | (72,100) |
Other intercompany investing activities | (758,100) | (935,500) |
Net cash used in investing activities | (891,300) | (1,007,600) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net borrowings (repayments) on intercompany notes | 133,200 | 72,100 |
Other intercompany financing activities | 758,100 | 935,500 |
Net cash (used in) provided by financing activities | $ 891,300 | $ 1,007,600 |