Edgar Filing: AECOM TECHNOLOGY CORP

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2014

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 0-52423

AECOM TECHNOLOGY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		61-1088522
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

555 South Flower Street, Suite 3700
Los Angeles, California 90071

(Address of principal executive office and zip code)

(213) 593-8000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x		Accelerated filer o

Non-accelerated filer o		Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of July 24, 2014, 99,479,685 shares of the registrant’s common stock were outstanding.

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AECOM TECHNOLOGY CORPORATION

INDEX

PART I.		FINANCIAL INFORMATION	1

	Item 1.	Financial Statements	1

		Consolidated Balance Sheets as of June 30, 2014 (unaudited) and September 30, 2013	1

		Consolidated Statements of Income for the Three and Nine Months Ended June 30, 2014 (unaudited) and June 30, 2013 (unaudited)	2

		Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended June 30, 2014 (unaudited) and June 30, 2013 (unaudited)	3

		Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2014 (unaudited) and June 30, 2013 (unaudited)	4

		Notes to Consolidated Financial Statements (unaudited)	5

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32

	Item 4.	Controls and Procedures	32

PART II.		OTHER INFORMATION	33

	Item 1.	Legal Proceedings	33
	Item 1A.	Risk Factors	33
	Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	44
	Item 6.	Exhibits	45

SIGNATURES			46

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

AECOM Technology Corporation

Consolidated Balance Sheets

(in thousands, except share data)

	June 30, 2014			September 30, 2013
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	419,248		$	450,328
Cash in consolidated joint ventures	90,899			150,349
Total cash and cash equivalents	510,147			600,677
Accounts receivable—net	2,431,517			2,342,262
Prepaid expenses and other current assets	150,842			168,714
Income taxes receivable	9,355			—
Deferred tax assets—net	19,949			19,949
TOTAL CURRENT ASSETS	3,121,810			3,131,602
PROPERTY AND EQUIPMENT—NET	278,780			270,672
DEFERRED TAX ASSETS—NET	117,090			143,478
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES	133,766			106,422
GOODWILL	1,896,371			1,811,754
INTANGIBLE ASSETS—NET	86,717			83,149
OTHER NON-CURRENT ASSETS	119,208			118,546
TOTAL ASSETS	$	5,753,742		$	5,665,623

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Short-term debt	$	27,922		$	29,578
Accounts payable	704,981			725,389
Accrued expenses and other current liabilities	930,693			915,282
Income taxes payable	—			6,127
Billings in excess of costs on uncompleted contracts	351,724			322,486
Current portion of long-term debt	38,540			54,687
TOTAL CURRENT LIABILITIES	2,053,860			2,053,549
OTHER LONG-TERM LIABILITIES	439,446			448,920
LONG-TERM DEBT	976,963			1,089,060
TOTAL LIABILITIES	3,470,269			3,591,529

COMMITMENTS AND CONTINGENCIES (Note 16)

AECOM STOCKHOLDERS’ EQUITY:
Preferred stock, Class E—authorized, 20 shares; issued and outstanding, 1 and 2 shares as of June 30, 2014 and September 30, 2013, respectively; no par value, $1.00 liquidation preference value	—			—
Common stock—authorized, 300,000,000 shares of $0.01 par value as of June 30, 2014 and September 30, 2013; issued and outstanding 96,405,640 and 96,016,358 shares as of June 30, 2014 and September 30, 2013, respectively	964			960
Additional paid-in capital	1,848,344			1,809,627
Accumulated other comprehensive loss	(264,951		)	(261,299		)
Retained earnings	613,155			472,155
TOTAL AECOM STOCKHOLDERS’ EQUITY	2,197,512			2,021,443
Noncontrolling interests	85,961			52,651
TOTAL STOCKHOLDERS’ EQUITY	2,283,473			2,074,094
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	5,753,742		$	5,665,623

See accompanying Notes to Consolidated Financial Statements.

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AECOM Technology Corporation

Consolidated Statements of Income

(unaudited - in thousands, except per share data)

	Three Months Ended						Nine Months Ended
	June 30, 2014			June 30, 2013			June 30, 2014			June 30, 2013

Revenue	$	1,968,155		$	2,067,490		$	5,794,254		$	6,074,408

Cost of revenue	1,859,615			1,935,676			5,520,109			5,764,633
Gross profit	108,540			131,814			274,145			309,775

Equity in earnings of joint ventures	5,896			4,094			49,415			17,855
General and administrative expenses	(22,904		)	(24,010		)	(73,198		)	(73,365		)
Income from operations	91,532			111,898			250,362			254,265

Other income	1,034			1,215			856			2,042
Interest expense	(9,797		)	(11,719		)	(30,722		)	(34,495		)
Income before income tax expense	82,769			101,394			220,496			221,812

Income tax expense	13,677			30,179			52,367			56,843
Net income	69,092			71,215			168,129			164,969
Noncontrolling interests in income of consolidated subsidiaries, net of tax	148			(460		)	(2,301		)	(2,294		)
Net income attributable to AECOM	$	69,240		$	70,755		$	165,828		$	162,675

Net income attributable to AECOM per share:
Basic	$	0.71		$	0.71		$	1.71		$	1.60
Diluted	$	0.70		$	0.70		$	1.69		$	1.58

Weighted average shares outstanding:
Basic	97,483			99,257			96,933			101,482
Diluted	98,956			100,761			98,295			102,706

See accompanying Notes to Consolidated Financial Statements.

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AECOM Technology Corporation

Consolidated Statements of Comprehensive Income

(unaudited—in thousands)

	Three Months Ended						Nine Months Ended
	June 30, 2014			June 30, 2013			June 30, 2014			June 30, 2013

Net income	$	69,092		$	71,215		$	168,129		$	164,969
Other comprehensive income, net of tax:
Unrealized (loss) gain on derivatives:
Unrealized holding (loss) gain on derivatives	(1,749		)	258			(1,944		)	262
Reclassification adjustments for losses included in net income	411			478			1,300			1,372
Net unrealized (loss) gain on derivatives, net of tax	(1,338		)	736			(644		)	1,634
Foreign currency translation adjustments	22,406			(63,404		)	(1,231		)	(98,282		)
Pension adjustments, net of tax	(1,745		)	445			(2,351		)	4,991
Other comprehensive income (loss), net of tax	19,323			(62,223		)	(4,226		)	(91,657		)
Comprehensive income, net of tax	88,415			8,992			163,903			73,312
Noncontrolling interests in comprehensive income of consolidated subsidiaries, net of tax	140			(460		)	(1,727		)	(2,294		)
Comprehensive income attributable to AECOM, net of tax	$	88,555		$	8,532		$	162,176		$	71,018

See accompanying Notes to Consolidated Financial Statements.

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AECOM Technology Corporation

Consolidated Statements of Cash Flows

(unaudited - in thousands)

	Nine Months Ended June 30,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	168,129		$	164,969
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	70,470			71,371
Equity in earnings of unconsolidated joint ventures	(49,415		)	(17,855		)
Distribution of earnings from unconsolidated joint ventures	18,194			21,273
Non-cash stock compensation	25,986			27,404
Excess tax benefit from share-based payment	(626		)	(1,754		)
Foreign currency translation	1,933			(29,425		)
Other	2,840			1,988
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable	(23,675		)	95,452
Prepaid expenses and other assets	(1,110		)	(18,259		)
Accounts payable	(31,246		)	(61,786		)
Accrued expenses and other current liabilities	11,020			41,247
Billings in excess of costs on uncompleted contracts	12,234			(11,280		)
Other long-term liabilities	(12,469		)	(27,375		)
Income taxes payable	(6,556		)	(7,519		)
Net cash provided by operating activities	185,709			248,451

CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for business acquisitions, net of cash acquired	(659		)	(37,269		)
Cash acquired from consolidation of joint venture	18,955			—
Net investment in unconsolidated joint ventures	(50,395		)	(17,914		)
Sales (purchases) of investments	2,871			(20,169		)
Payments for capital expenditures	(49,578		)	(37,067		)
Other	—			2,724
Net cash used in investing activities	(78,806		)	(109,695		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings under credit agreements	1,398,528			1,847,723
Repayments of borrowings under credit agreements	(1,547,557		)	(1,748,366		)
Proceeds from issuance of common stock	9,793			11,801
Proceeds from exercise of stock options	9,077			10,509
Payments to repurchase common stock under the Repurchase Program	(28,141		)	(314,144		)
Payments for other repurchases of common stock	(6,436		)	(8,000		)
Excess tax benefit from share-based payment	626			1,754
Net distributions to noncontrolling interests	(28,779		)	(13,556		)
Net cash used in financing activities	(192,889		)	(212,279		)

EFFECT OF EXCHANGE RATE CHANGES ON CASH	(4,544		)	(12,662		)
NET DECREASE IN CASH AND CASH EQUIVALENTS	(90,530		)	(86,185		)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	600,677			593,776
CASH AND CASH EQUIVALENTS AT END OF PERIOD	510,147			$	507,591

NON-CASH INVESTING AND FINANCING ACTIVITY
Common stock issued in acquisitions	$	—		$	14,322

See accompanying Notes to Consolidated Financial Statements.

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AECOM Technology Corporation

Notes to Consolidated Financial Statements

(unaudited)

1. Basis of Presentation

The accompanying consolidated financial statements of AECOM Technology Corporation (AECOM or the Company) are unaudited and, in the opinion of management, include all adjustments, including all normal recurring items necessary for a fair statement of the Company’s financial position and results of operations for the periods presented. All inter-company balances and transactions are eliminated in consolidation.

The consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended September 30, 2013. 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 reclassifications were made to the prior year to conform to current year presentation.

The results of operations for the nine months ended June 30, 2014 are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2014.

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.

2. New Accounting Pronouncements and Changes in Accounting

In February 2013, the Financial Accounting Standards Board (FASB) issued new accounting guidance to update the presentation of reclassifications from comprehensive income to net income in consolidated financial statements. Under this new guidance, an entity is required to present information about the amounts reclassified out of accumulated other comprehensive income either by the respective line items of net income or by cross-reference to other required disclosures. The new guidance does not change the requirements for reporting net income or other comprehensive income in financial statements. This guidance was effective for the Company’s fiscal year beginning October 1, 2013 and did not have a material impact on the Company’s consolidated financial statements.

In February 2013, the FASB issued new accounting guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation (within the scope of this guidance) is fixed at the reporting date. Examples of obligations within the scope of this guidance include debt arrangements, other contractual obligations, and settled litigation and judicial rulings. This new guidance was effective for annual reporting periods beginning after December 15, 2013 and subsequent interim periods. This guidance is effective for the Company’s fiscal year beginning October 1, 2014 and it is not expected to have a material impact on the Company’s consolidated financial statements.

In July 2013, the FASB issued new accounting guidance that requires the presentation of unrecognized tax benefits as a reduction of the deferred tax assets, when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. This new guidance was effective for annual reporting periods beginning on or after December 15, 2013 and subsequent interim periods. This guidance is effective for the Company’s fiscal year beginning October 1, 2014 and it is not expected to have a material impact on the Company’s consolidated financial statements.

In May 2014, the 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. This guidance is effective for the Company’s fiscal year beginning October 1, 2017. Early adoption is not permitted. 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 is currently in the process of evaluating the impact of adoption of the new accounting guidance on its consolidated financial statements.

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3. Stock Repurchase Program

The Company’s Board of Directors have authorized a stock repurchase program (the Repurchase Program), the dollar value capacity of which has been authorized as follows:

Authorization Date	Increase in the Dollar Value Capacity		Maximum Dollar Value Capacity at the Authorization Date
	(amounts in millions)
August 2011	$	200.0	$	200.0
August 2012	$	300.0	$	500.0
January 2013	$	500.0	$	1,000.0

Share repurchases under the Repurchase Program can be made through open market purchases or other methods, including pursuant to a Rule 10b5-1 plan. The Company has purchased a total of 27.4 million shares at an average price of $24.10 per share, for a total cost of $660.1 million. As of June 30, 2014, $339.9 million was available for the repurchase of the Company’s common stock pursuant to the Repurchase Program. Repurchased shares are returned to treasury status, but remain authorized for registration and issuance in the future.

Accelerated Share Repurchase

In connection with the Repurchase Program, the Company entered into an agreement with a bank to repurchase 4.8 million shares for $100 million. The share repurchases occurred primarily in the quarter ended September 30, 2011.

Rule 10b5-1 Repurchase Plan and Open Market Purchases

In connection with the Repurchase Program, the Company has also repurchased a total of 22.6 million shares at an average price of $24.75 per share, for a total cost of $560.1 million.

4. Business Acquisitions, Goodwill and Intangible Assets

The Company obtained control of an unconsolidated joint venture that resulted in its consolidation during the nine months ended June 30, 2014, as further discussed in Note 6. No other business acquisitions occurred during the nine months ended June 30, 2014.

At the time of acquisition, the Company preliminarily estimates the amount of the identifiable intangible assets acquired based upon historical valuations of similar acquisitions and the facts and circumstances available at the time. The Company determines the final value of the identifiable intangible assets as soon as information is available, but not more than 12 months from the date of acquisition. Post-acquisition adjustments primarily relate to project related liabilities.

The changes in the carrying value of goodwill by reportable segment for the nine months ended June 30, 2014 and 2013 were as follows:

	September 30, 2013		Post- Acquisition Adjustments		Foreign Exchange Impact		Acquired		June 30, 2014
	(in millions)
Professional Technical Services	$	1,645.0	$	5.0	$	0.4	$	79.2	$	1,729.6
Management Support Services	166.8		—		—		—		166.8
Total	$	1,811.8	$	5.0	$	0.4	$	79.2	$	1,896.4

	September 30, 2012		Post- Acquisition Adjustments		Foreign Exchange Impact			Acquired		June 30, 2013
	(in millions)
Professional Technical Services	$	1,608.6	$	—	$	(43.4	)	$	65.3	$	1,630.5
Management Support Services	166.8		—		—			—		166.8
Total	$	1,775.4	$	—	$	(43.4	)	$	65.3	$	1,797.3

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The gross amounts and accumulated amortization of the Company’s acquired identifiable intangible assets with finite useful lives as of June 30, 2014 and September 30, 2013, included in intangible assets—net, in the accompanying consolidated balance sheets, were as follows:

	June 30, 2014							September 30, 2013
	Gross Amount		Accumulated Amortization			Intangible Assets, Net		Gross Amount		Accumulated Amortization			Intangible Assets, Net		Amortization Period
	(in millions)														(years)
Backlog	$	104.3	$	(95.0	)	$	9.3	$	94.9	$	(89.4	)	$	5.5	1 – 5
Customer relationships	158.6		(81.2		)	77.4		147.1		(69.5		)	77.6		10
Trademark / tradename	7.8		(7.8		)	—		7.8		(7.8		)	—		2
Total	$	270.7	$	(184.0	)	$	86.7	$	249.8	$	(166.7	)	$	83.1

Amortization expense of acquired intangible assets included within cost of revenue was $17.3 million and $16.1 million for the nine months ended June 30, 2014 and 2013, respectively. The following table presents estimated amortization expense of intangible assets for the remainder of fiscal 2014 and for the succeeding years:

Fiscal Year	(in millions)
2014 (three months remaining)	$	5.7
2015	21.7
2016	15.5
2017	13.0
2018	9.7
Thereafter	21.1
Total	$	86.7

5. Accounts Receivable—Net

Net accounts receivable consisted of the following as of June 30, 2014 and September 30, 2013:

	June 30, 2014			September 30, 2013
	(in millions)
Billed	$	1,083.6		$	1,177.6
Unbilled	1,240.2			1,076.8
Contract retentions	180.0			174.3
Total accounts receivable—gross	2,503.8			2,428.7
Allowance for doubtful accounts	(72.3		)	(86.4		)
Total accounts receivable—net	$	2,431.5		$	2,342.3

Billed accounts receivable represent amounts billed to clients that have yet to be collected. Unbilled accounts receivable represent 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, 2014 and September 30, 2013 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, 2014 or September 30, 2013.

The Company has sold trade receivables to financial institutions, of which $116.1 million and $100.2 million was outstanding as of June 30, 2014 and September 30, 2013, 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.

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6. 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 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 results of operations. For certain of these joint ventures where a fee is added by an unconsolidated joint venture to client billings, the Company’s portion of that fee is recorded in equity in earnings of joint ventures.

The Company also has joint ventures that have their own employees and operating expenses, and to which the Company generally makes a capital contribution. The Company accounts for these joint ventures either as consolidated entities or equity method investments based on the criteria further discussed below.

The Company follows guidance issued by the FASB on the consolidation of variable interest entities (VIEs) that requires companies to utilize a qualitative approach to determine whether it is the primary beneficiary of a VIE. The process for identifying the primary beneficiary of a VIE requires consideration of the factors that indicate a party has the power to direct the activities that most significantly impact the joint 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.

The Company has not provided financial or other support during the periods presented to any of its VIEs that it was not previously contractually required to provide. Contractually required support provided to the Company’s joint ventures is further discussed in Note 16.

Summary of unaudited financial information of the consolidated joint ventures is as follows:

	June 30, 2014		September 30, 2013
	(in millions)
Current assets	$	236.2	$	185.7
Non-current assets	109.3		—
Total assets	$	345.5	$	185.7

Current liabilities	$	172.1	$	38.9
Non-current liabilities	—		—
Total liabilities	172.1		38.9

Total AECOM equity	99.5		106.8
Noncontrolling interests	73.9		40.0
Total owners’ equity	173.4		146.8
Total liabilities and owners’ equity	$	345.5	$	185.7

Total revenue of the consolidated joint ventures was $380.2 million and $392.6 million for the nine months ended June 30, 2014 and 2013, 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.

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Summary of unaudited financial information of the unconsolidated joint ventures is as follows:

	June 30, 2014		September 30, 2013
	(in millions)
Current assets	$	435.8	$	525.5
Non-current assets	244.8		98.7
Total assets	$	680.6	$	624.2

Current liabilities	$	337.8	$	384.1
Non-current liabilities	48.3		17.5
Total liabilities	386.1		401.6

Joint venturers’ equity	294.5		222.6
Total liabilities and joint venturers’ equity	$	680.6	$	624.2

AECOM’s investment in joint ventures	$	133.8	$	106.4

Total revenue of the unconsolidated joint ventures was $1,455.3 million and $1,504.6 million for the nine months ended June 30, 2014 and 2013, respectively. Total gross profit, which also equates to net income, of the unconsolidated joint ventures was $39.1 million and $49.5 million for the nine months ended June 30, 2014 and 2013, respectively.

Summary of AECOM’s equity in earnings of unconsolidated joint ventures is as follows:

	Nine Months Ended
	June 30, 2014		June 30, 2013
	(in millions)
Pass through joint ventures	$	5.5	$	4.8
Other joint ventures	44.0		13.1
Total	$	49.5	$	17.9

Included in equity in earnings above, the Company recorded a $37.4 million gain upon change in control ($23.4 million, net of tax) of an unconsolidated joint venture in the nine months ended June 30, 2014. The Company obtained control of the joint venture through modifications to the joint venture’s operating agreement, which required the Company to consolidate the joint venture. The acquisition date fair value of the previously held equity interest was $58.0 million, excluding control premium. The measurement of the fair value of the equity interest immediately before obtaining control of the joint venture resulted in the pre-tax gain of $37.4 million. The Company utilized income and market approaches, in addition to obtaining an independent third party valuation, in determining the joint venture’s fair value, which includes making assumptions about variables such as revenue growth rates, profitability, discount rates, and industry market multiples. These assumptions are subject to a high degree of judgment. Total assets and liabilities of this entity included in the accompanying consolidated balance sheet at the acquisition date were $207.8 million and $48.1 million, respectively. This acquisition did not meet the quantitative thresholds to require pro forma disclosures of operating results based on the Company’s consolidated assets, investments and net income. This joint venture performs engineering and program management services in the Middle East and is included in the Company’s PTS segment.

7. Pension Benefit Obligations

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, 2014 and 2013:

	Three Months Ended												Nine months Ended
	June 30, 2014						June 30, 2013						June 30, 2014						June 30, 2013
	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	$	—		$	0.2		$	—		$	0.2		$	—		$	0.5		$	—		$	0.7
Interest cost on projected benefit obligation	1.9			7.1			1.7			5.9			5.7			20.8			5.0			18.0
Expected return on plan assets	(2.1		)	(6.6		)	(2.1		)	(5.6		)	(6.3		)	(19.5		)	(6.4		)	(17.1		)
Amortization of prior service costs	—			(0.1		)	—			—			—			(0.2		)	—			(0.1		)
Amortization of net loss	1.0			1.2			1.0			0.9			3.0			3.7			3.2			2.9
Settlement loss recognized	—			—			—			—			—			—			—			2.6
Net periodic (benefit) cost	$	0.8		$	1.8		$	0.6		$	1.4		$	2.4		$	5.3		$	1.8		$	7.0

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The total amounts of employer contributions paid for the nine months ended June 30, 2014 were $3.6 million for U.S. plans and $12.3 million for non-U.S. plans. The expected remaining scheduled annual employer contributions for the fiscal year ending September 30, 2014 are $1.3 million for U.S. plans and $4.1 million for non-U.S. plans. Included in other long-term liabilities on the Company’s consolidated balance sheet are net pension liabilities of $184.8 million and $192.7 million as of June 30, 2014 and September 30, 2013, respectively.

8. Debt

Debt consisted of the following:

	June 30, 2014			September 30, 2013
	(in millions)
Unsecured term credit agreement	$	750.0		$	750.0
Unsecured senior notes	262.9			260.2
Unsecured revolving credit facility	—			114.7
Other debt	30.5			48.4
Total debt	1,043.4			1,173.3
Less: Current portion of debt and short-term borrowings	(66.5		)	(84.3		)
Long-term debt, less current portion	$	976.9		$	1,089.0

The following table presents, in millions, scheduled maturities of the Company’s debt as of June 30, 2014:

Fiscal Year
2014 (three months remaining)	$	66.0
2015	38.7
2016	38.1
2017	37.7
2018	600.0
Thereafter	262.9
Total	$	1,043.4

Unsecured Term Credit Agreement

In June 2013, the Company entered into a Second Amended and Restated Credit Agreement (Term Credit Agreement) with Bank of America, N.A., as administrative agent and a lender, and the other lenders party thereto. Pursuant to the Term Credit Agreement, the Company borrowed $750 million and may borrow up to an additional $100 million subject to certain conditions, including lender approval. The Company used approximately $675 million of the proceeds from the loans to repay indebtedness under its prior term loan facility. The loans under the Term Credit Agreement bear interest, at the Company’s option, at either the Base Rate (as defined in the Term Credit Agreement) plus an applicable margin or the Eurodollar Rate (as defined in the Term Credit Agreement) plus an applicable margin. The applicable margin for the Base Rate loans is a range of 0.125% to 1.250% and the applicable margin for Eurodollar Rate loans is a range of 1.125% to 2.250%, both based on the debt-to-earnings leverage ratio of the Company at the end of each fiscal quarter. For the nine months ended June 30, 2014 and 2013, the average interest rate of the Company’s term loan facility was 1.66% and 1.98%, respectively. Payments of the initial principal amount outstanding under the Term Credit Agreement are required on an annual basis beginning on June 30, 2014 with the final principal balance of $600 million due on June 7, 2018. The Company may, at its option, prepay the loans at any time, without penalty. The Company’s obligations under the Term Credit Agreement are guaranteed by certain subsidiaries of the Company pursuant to one or more subsidiary guarantees.

Unsecured Senior Notes

In July 2010, the Company issued $300 million of notes to private institutional investors. The notes consisted of $175.0 million of 5.43% Senior Notes, Series A, due July 2020 and $125.0 million of 1.00% Senior Discount Notes, Series B, due July 2022 for net proceeds of $249.8 million. The outstanding accreted balance of Series B Notes, which have an effective interest rate of 5.62%, was $87.9 million and $85.2 million at June 30, 2014 and September 30, 2013, respectively. The fair value of the Company’s unsecured senior notes was approximately $282.1 million and $269.4 million at June 30, 2014 and September 30, 2013, respectively. The Company calculated the fair values based on model-derived valuations using market observable inputs, which are Level 2 inputs under the accounting guidance. The Company’s obligations under the notes are guaranteed by certain subsidiaries of the Company pursuant to one or more subsidiary guarantees. The Company may, at its option, prepay the notes at any time at their called principal amount, together with any accrued and unpaid interest, plus a make-whole premium.

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Unsecured Revolving Credit Facility

In January 2014, the Company entered into a Fourth Amended and Restated Credit Agreement (Revolving Credit Agreement), which provides for a borrowing capacity of $1.05 billion. The Revolving Credit Agreement expires January 29, 2019, and prior to this expiration date, principal amounts outstanding under the Revolving Credit Agreement may be repaid and reborrowed at the Company’s option without prepayment or penalty, subject to certain conditions including the absence of any event of default. The Company may request an increase in capacity of up to a total of $1.25 billion, subject to certain conditions including the absence of any event of default. The loans under the Revolving Credit Agreement may be borrowed in dollars or in certain foreign currencies and bear interest, at the Company’s option, at either the Base Rate (as defined in the Revolving Credit Agreement) plus an applicable margin or the Eurocurrency Rate (as defined in the Revolving Credit Agreement) plus an applicable margin. The applicable margin for the Base Rate loans is a range of 0.125% to 1.250% and the applicable margin for the Eurocurrency Rate loans is a range of 1.125% to 2.250%, both based on the Company’s debt-to-earnings leverage ratio at the end of each fiscal quarter. In addition to these borrowing rates, there is a commitment fee which ranges from 0.125% to 0.350% on any unused commitment. At June 30, 2014 and September 30, 2013, $0.0 million and $114.7 million, respectively, were outstanding under the Company’s revolving credit facility. At June 30, 2014 and September 30, 2013, outstanding standby letters of credit totaled $9.5 million and $35.5 million, respectively, under the revolving credit facility. As of June 30, 2014, the Company had $1,040.5 million available under its Revolving Credit Agreement.

Covenants and Restrictions

Under the Company’s debt agreements relating to its unsecured revolving credit facility, unsecured term credit agreement, and unsecured senior notes, the Company is subject to a maximum consolidated leverage ratio at the end of each fiscal quarter. This ratio is calculated by dividing consolidated funded debt (including financial letters of credit and other adjustments per the Company’s debt agreements) by consolidated earnings before interest, taxes, depreciation, and amortization (EBITDA). Subject to certain differences among the Company’s debt agreements, EBITDA is defined as consolidated net income attributable to AECOM plus interest, depreciation and amortization expense, amounts set aside for taxes and other non-cash items (including a calculated annualized EBITDA from acquisitions). As of June 30, 2014, the Company’s most restrictive consolidated leverage ratio under its debt agreements was 2.54, which did not exceed the Company’s maximum consolidated leverage ratio permitted under the Company’s debt agreements of 3.0.

The Company’s Revolving Credit Agreement and Term Credit Agreement also contain certain covenants that limit the Company’s ability to, among other things, (i) merge with other entities, (ii) enter into a transaction resulting in a change of control, (iii) create new liens, (iv) sell assets outside of the ordinary course of business, (v) enter into transactions with affiliates, (vi) substantially change the general nature of the Company and its subsidiaries taken as a whole, and (vii) incur indebtedness and contingent obligations.

Additionally, the Company’s unsecured senior notes contain covenants that limit (i) certain types of indebtedness, which include indebtedness incurred by subsidiaries and indebtedness secured by a lien, (ii) merging with other entities, (iii) entering into a transaction resulting in a change of control, (iv) creating new liens, (v) selling assets outside of the ordinary course of business, (vi) entering into transactions with affiliates, and (vii) substantially changing the general nature of the Company and its subsidiaries taken as a whole. The unsecured senior notes also contain a financial covenant that requires the Company to maintain a net worth above a calculated threshold. The threshold is calculated as $1.2 billion plus 40% of the consolidated net income for each fiscal quarter commencing with the fiscal quarter ending June 30, 2010. In the calculation of this threshold, the Company cannot include a consolidated net loss that may occur in any fiscal quarter. The Company’s net worth for this financial covenant is defined as total AECOM stockholders’ equity, which is consolidated stockholders’ equity, including any redeemable common stock and stock units and the liquidation preference of any preferred stock. As of June 30, 2014, this amount was $2.2 billion, which exceeds the calculated threshold of $1.7 billion.

Should the Company fail to comply with these covenants, all or a portion of its borrowings under the unsecured senior notes and unsecured term credit agreements could become immediately payable and its unsecured revolving credit facility could be terminated. At June 30, 2014 and September 30, 2013, the Company was in compliance with all such covenants.

The Company’s average effective interest rate on total borrowings, including the effects of the interest rate swap agreements, during the nine months ended June 30, 2014 and 2013 was 2.8% and 3.0%, respectively.

Other Debt

Other debt consists primarily of bank overdrafts and obligations under capital leases and other unsecured credit facilities. In addition to the unsecured revolving credit facility discussed above, the Company also has other unsecured credit facilities primarily used for standby letters of credit issued for payment and performance guarantees. At June 30, 2014 and September 30, 2013, these outstanding standby letters of credit totaled $274.8 million and $236.4 million, respectively. As of June 30, 2014, the Company had $332.9 million available under these unsecured credit facilities.

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9. Derivative Financial Instruments

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 income 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 options 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 options would be recognized in other income (expense). Further, the Company excludes the change in the time value of the foreign currency options from the assessment of hedge effectiveness. The Company records the premium paid or time value of an option 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, 2014
Notional Amount (in millions)		Fixed Rate		Expiration Date
$	300.0	1.63	%	June 2018
250.0		0.95	%	September 2015
200.0		0.68	%	December 2014

September 30, 2013
Notional Amount (in millions)		Fixed Rate		Expiration Date
$	250.0	0.95	%	September 2015
200.0		0.68	%	December 2014
150.0		0.55	%	December 2013

The notional principal of foreign currency options to purchase British Pounds (GBP) with Brazilian Reals (BRL) was BRL 1.1 million and BRL 2.1 million (or approximately $0.5 million and $0.9 million) at June 30, 2014 and September 30, 2013, respectively. These foreign exchange contracts have maturities of 12 months or less.

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 are recognized in cost of revenue for those instruments related to the provision of their respective services or general and administrative expenses, along with the offsetting losses and gains of the related hedged items. The notional principal of foreign currency forward contracts to purchase U.S. dollars with foreign currencies was $93.8 million and $171.8 million at June 30, 2014 and September 30, 2013, respectively. The notional principal of foreign currency forward contracts to sell U.S. dollars for foreign currencies was $59.9 million and $174.2 million at June 30, 2014 and September 30, 2013, respectively. The notional principal of foreign currency forward contracts to purchase GBP with BRL was BRL 4.0 million (or approximately $1.8 million) at September 30, 2013. There were no foreign currency forward contracts to purchase GBP with BRL at June 30, 2014. The notional principal of foreign currency forward contracts to sell GBP for BRL was BRL 4.1 million and BRL 8.2 million (or approximately $1.9 million and $3.6 million) at June 30, 2014 and September 30, 2013, respectively.

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Other Derivatives

Other derivatives that are not designated as hedging instruments consist of option contracts that the Company uses to hedge anticipated transactions in currencies other than the functional currency of a subsidiary. The Company recognizes gains and losses on these contracts as well as the offsetting losses and gains of the related hedged item costs in cost of revenue. The Company records the premium paid or time value of an option on the date of purchase as an asset. Thereafter, the Company recognizes any change to this time value in cost of revenue. There was no such option contract outstanding during the periods presented.

The fair values of our outstanding derivative instruments were as follows (in millions):

		Fair Value of Derivative Instruments as of
	Balance Sheet Location	Jun 30, 2014		Sep 30, 2013
Derivative assets
Derivatives designated as hedging instruments:
Foreign currency options	Prepaid expenses and other current assets	$	0.1	$	0.1
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Prepaid expenses and other current assets	1.5		1.6
Total		$	1.6	$	1.7
Derivative liabilities
Derivatives designated as hedging instruments:
Interest rate swap agreements	Accrued expenses and other current liabilities	$	4.3	$	2.6
Interest rate swap agreements	Other long-term liabilities	0.4		1.1
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Accrued expenses and other current liabilities	0.8		1.5
Total		$	5.5	$	5.2

At June 30, 2014, the effective portion of the Company’s interest rate swap agreements designated as cash flow hedges before tax effect was $4.6 million, of which $4.3 million is expected to be reclassified from accumulated other comprehensive loss to interest expense within the next 12 months. At June 30, 2014, the effective portion of the Company’s foreign currency options designated as cash flow hedges before tax effect were immaterial.

The effect of derivative instruments in cash flow hedging relationships on income and other comprehensive income is summarized below (in millions):

	Decrease/(Increase) in Losses Recognized in Accumulated Other Comprehensive Loss on Derivatives Before Tax Effect (Effective Portion) Three Months Ended June 30,					Decrease/(Increase) in Losses Recognized in Accumulated Other Comprehensive Loss on Derivatives Before Tax Effect (Effective Portion) Nine Months Ended June 30,
	2014			2013		2014			2013
Derivatives in cash flow hedging relationship:
Interest rate swap agreements	$	(2.9	)	$	0.4	$	(3.2	)	$	0.4

		Losses Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion) Three Months Ended June 30,						Losses Reclassified from Accumulated Other Comprehensive Loss into Income (Effective Portion) Nine Months Ended June 30,
	Location	2014			2013			2014			2013
Derivatives in cash flow hedging relationship:
Interest rate swap agreements	Interest expense	$	(0.7	)	$	(0.8	)	$	(2.3	)	$	(2.3	)

		Gains / (Losses) Recognized in Income on Derivatives (Amount Excluded from Effectiveness Testing and Ineffective Portion)(1) Three Months Ended June 30,				Gains / (Losses) Recognized in Income on Derivatives (Amount Excluded from Effectiveness Testing and Ineffective Portion)(1) Nine Months Ended June 30,
	Location	2014		2013		2014		2013
Derivatives in cash flow hedging relationship:
Foreign currency options	Cost of revenue	$	—	$	0.1	$	—	$	—

(1) Losses related to the ineffective portion of the hedges were not material in all periods presented.

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The gain recognized in accumulated other comprehensive loss from the Company’s foreign currency options was immaterial for the nine months ended June 30, 2014 and 2013. The gain reclassified from accumulated other comprehensive loss into income from the foreign currency options was immaterial in any of the 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.

The effect of derivative instruments not designated as hedging instruments on income is summarized below (in millions):

		Gains / (Losses) Recognized in Income on Derivatives (Amount Excluded from Effectiveness Testing and Ineffective Portion) (1) Three Months Ended June 30,					Gains / (Losses) Recognized in Income on Derivatives (Amount Excluded from Effectiveness Testing and Ineffective Portion) (1) Nine Months Ended June 30,
	Location	2014		2013			2014		2013
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	General and administrative expenses	$	0.6	$	(4.0	)	$	—	$	(3.9	)
Option contracts	Other income (expense)	—		0.1			—		(0.3		)
		$	0.6	$	(3.9	)	$	—	$	(4.2	)

(1) Losses related to the ineffective portion of the hedges were not material in all periods presented.

10. Fair Value Measurements

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which it would transact, and the Company considers assumptions that market participants would use when pricing the asset or liability. It measures certain financial and nonfinancial assets and liabilities at fair value on a recurring and nonrecurring basis.

Nonfinancial assets and liabilities include items such as goodwill and long lived assets that are measured at fair value resulting from impairment, if deemed necessary. During the nine months ended June 30, 2014 and 2013, the Company did not record any fair value adjustments to those financial and nonfinancial assets and liabilities measured at fair value on a nonrecurring basis.

Fair Value Hierarchy

The three levels of inputs that may be used to measure fair value are as follows:

· Level 1 Quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

· Level 2 Observable inputs other than quoted prices included within Level 1, such as quoted prices for similar assets or liabilities, quoted prices in markets with insufficient volume or infrequent transactions (less active markets), or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities.

· Level 3 Unobservable inputs that are significant to the measurement of the fair value of assets or liabilities.

The following table summarizes the Company’s non-pension financial assets and liabilities measured at fair value on a recurring basis (at least annually) in millions:

	June 30, 2014		Quoted Prices in Active Markets for Identical Assets (Level 2)
Foreign currency options	$	0.1	$	0.1
Foreign currency forward contracts	1.5		1.5
Total assets	$	1.6	$	1.6

Interest rate swap agreements	$	4.7	$	4.7
Foreign currency forward contracts	0.8		0.8
Total liabilities	$	5.5	$	5.5

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	September 30, 2013		Quoted Prices in Active Markets for Similar Assets (Level 2)
Foreign currency options	$	0.1	$	0.1
Foreign currency forward contracts	1.6		1.6
Total assets	$	1.7	$	1.7

Interest rate swap agreements	$	3.7	$	3.7
Foreign currency forward contracts	1.5		1.5
Total liabilities	$	5.2	$	5.2

11. 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:

	2014				2013
	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	1.6		$	24.73	2.5		$	22.81
Options granted	0.6		31.62		—		—
Options exercised	(0.4	)	22.99		(0.6	)	17.55
Options forfeited or expired	(0.1	)	26.86		(0.2	)	26.95
Outstanding at June 30	1.7		27.57		1.7		24.32

Vested and expected to vest in the future as of June 30	1.7		$	27.57	1.7		$	24.32

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 over a two or three-year period. Additionally, the Company issues restricted stock units to employees which are earned based on service conditions. Total compensation expense related to share-based payments was $26.0 million and $27.4 million during the nine months ended June 30, 2014 and 2013, respectively. Unrecognized compensation expense related to total share-based payments outstanding was $68.9 million and $52.6 million as of June 30, 2014 and September 30, 2013, respectively, to be recognized on a straight-line basis over the awards’ respective vesting periods which are generally three years.

Cash flows 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 $0.6 million and $1.8 million for the nine months ended June 30, 2014 and 2013, respectively, have been classified as financing cash inflows in the consolidated statements of cash flows.

12. Income Taxes

The Company’s effective tax rate was 23.7% and 25.6% for the nine months ended June 30, 2014 and 2013, respectively. The Company’s effective tax rate is lower than the federal statutory rate of 35.0% primarily due to the tax rate differential on foreign earnings where the statutory rates are generally lower than the federal statutory rate. Our effective tax rate fluctuates from quarter to quarter due to several factors including the change in the mix of foreign and domestic earnings, tax law changes, outcomes of administrative audits, changes in our assessment of valuation allowances and other tax contingencies.

13. 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 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.

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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, 2014	June 30, 2013	June 30, 2014	June 30, 2013
	(in millions)
Denominator for basic earnings per share	97.5	99.3	96.9	101.5
Potential common shares	1.5	1.5	1.4	1.2
Denominator for diluted earnings per share	99.0	100.8	98.3	102.7

EPS includes the effect of repurchased shares, which are discussed in Note 3 herein. For the nine months ended June 30, 2014 and 2013, options excluded from the calculation of potential common shares were not significant.

14. Other Financial Information

Accrued expenses and other current liabilities consist of the following:

	June 30, 2014		September 30, 2013
	(in millions)
Accrued salaries and benefits	$	419.4	$	410.6
Accrued contract costs	396.4		404.2
Other accrued expenses	114.9		100.5
	$	930.7	$	915.3

Accrued contract costs above include balances related to professional liability accruals of $117.7 million and $121.3 million as of June 30, 2014 and September 30, 2013, respectively. The remaining accrued contract costs primarily relate to costs for services provided by subcontractors and other non-employees.

Other long-term liabilities consist of the following:

	June 30, 2014		September 30, 2013
	(in millions)
Pension liabilities (Note 7)	$	184.8	$	192.7
Reserve for uncertain tax positions	58.2		60.2
Other	196.4		196.0
	$	439.4	$	448.9

15. Reclassifications out of Accumulated Other Comprehensive Loss

The accumulated balances and reporting period activities for the three and nine months ended June 30, 2014 related to reclassifications out of accumulated other comprehensive loss are summarized as follows (in millions):

	Pension Related Adjustments			Foreign Currency Translation Adjustments			Loss on Derivative Instruments			Accumulated Other Comprehensive Loss
Balances at March 31, 2014	$	(193.4	)	$	(89.4	)	$	(1.5	)	$	(284.3	)
Other comprehensive income before reclassification	(3.3		)	22.3			(1.6		)	17.4
Amounts reclassified from accumulated other comprehensive loss:
Actuarial losses, net of tax	1.5			—			—			1.5
Cash flow hedge losses, net of tax	—			—			0.4			0.4
Balances at June 30, 2014	$	(195.2	)	$	(67.1	)	$	(2.7	)	$	(265.0	)

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	Pension Related Adjustments			Foreign Currency Translation Adjustments			Loss on Derivative Instruments			Accumulated Other Comprehensive Loss
Balances at September 30, 2013	$	(192.8	)	$	(66.4	)	$	(2.1	)	$	(261.3	)
Other comprehensive income before reclassification	(6.9		)	(0.7		)	(1.9		)	(9.5		)
Amounts reclassified from accumulated other comprehensive loss:
Actuarial losses, net of tax	4.5			—			—			4.5
Cash flow hedge losses, net of tax	—			—			1.3			1.3
Balances at June 30, 2014	$	(195.2	)	$	(67.1	)	$	(2.7	)	$	(265.0	)

Accumulated Other Comprehensive Loss Components	Three Months Ended June 30, 2014			Nine Months Ended June 30, 2014
Cash flow hedges(1)	$	0.7		$	2.3
Taxes	(0.3		)	(1.0		)
Cash flow hedges, net of tax	$	0.4		$	1.3

Actuarial losses(2)	$	2.2		$	6.5
Taxes	(0.7		)	(2.0		)
Actuarial losses, net of tax	$	1.5		$	4.5

(1) This accumulated other comprehensive component is reclassified in Interest expense in our Consolidated Statements of Income. See Note 9, Derivative Financial Instruments, for more information.

(2) This accumulated other comprehensive component is reclassified in Cost of revenue and General and administrative expenses in our Consolidated Statements of Income. See Note 7, Pension Benefit Obligations, for more information.

16. 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 is a defendant in various lawsuits arising in the normal course of business. In the opinion of management, the ultimate resolution of these matters will not have a material adverse effect on its consolidated balance sheet or statements of income or cash flows.

In some instances, the Company guarantees that a project, when complete, will achieve specified performance standards. If the project subsequently fails to meet guaranteed performance standards, the Company may either incur additional costs or be held responsible for the costs incurred by the client to achieve the required performance standards. At June 30, 2014, the Company was contingently liable in the amount of approximately $284.3 million under standby letters of credit issued primarily in connection with general and professional liability insurance programs and for payment and performance guarantees.

In the ordinary course of business, the Company enters into various agreements providing financial or performance assurances to clients on behalf of certain unconsolidated partnerships, joint ventures and other jointly executed contracts. These agreements are entered into primarily to support the project execution commitments of these entities. The guarantees have various expiration dates. The maximum potential payment amount of an outstanding performance guarantee is the remaining cost of work to be performed by or on behalf of third parties. On projects where the Company has additional exposure including for delay or consequential damages, the policy is to cap those damages in order to limit this exposure and, in any case, to cap the performance guarantees themselves. Generally, under joint venture arrangements, if a partner is financially unable to complete its share of the contract, the other partner(s) will be required to complete those activities. The Company generally only enters into joint venture arrangements with partners who are reputable, financially sound and who carry appropriate levels of surety bonds for the project in order to adequately assure completion of their assignments. The Company does not expect that these guarantees will have a material adverse effect on its consolidated balance sheet or statements of income or cash flows.

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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 their 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 (SPV) 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 SPV (and certain affiliated SPVs) went into insolvency administrations in February 2011.

KordaMentha, the receivers for the SPV and certain affiliated SPVs (the RCM Applicants), caused a lawsuit to be filed against AECOM Australia by the RCM Applicants in the Federal Court of Australia on May 14, 2012. Portigon AG (formerly WestLB AG), one of the lending banks to the SPVs, filed a lawsuit in the Federal Court of Australia against AECOM Australia on May 18, 2012. Separately, a class action lawsuit, which has been amended to include approximately 770 of the IPO investors, was filed against AECOM Australia in the Federal Court of Australia on May 31, 2012.

All of the lawsuits claim damages that purportedly resulted from AECOM Australia’s role in connection with the above described traffic forecast. The RCM Applicants have claimed damages of approximately $1.68 billion Australian dollars (including interest, as of March 31, 2014). The damages claimed by Portigon as of June 17, 2014 were also recently quantified at approximately $76 million Australian dollars (including interest). This claim is duplicative of damages already included in the RCM Applicants’ claim to the extent Portigon receives a portion of the RCM Applicants’ recovery. The class action applicants claim that they represent investors who acquired approximately $155 million Australian dollars of securities.

AECOM Australia disputes the claimed entitlements to damages asserted by all applicants and is vigorously defending the claims brought against it. The likely resolution of these matters cannot be reasonably determined at this time. However, if these matters are not resolved in AECOM Australia’s favor then, depending upon the outcomes, it could have a material adverse effect on the Company’s results of operations.

Litigation Related to the Merger

As discussed in Note 18, on July 11, 2014, we entered into a definitive merger agreement to acquire URS Corporation. In connection with the merger, beginning on July 21, 2014, five putative class action lawsuits were filed in the Court of Chancery of the State of Delaware by purported URS Corporation stockholders: Falato v. URS Corp., et al., Case No. 9921; City of Atlanta Firefighters’ Pension Fund v. Creel, et al., Case No. 9924; Petroutson v. URS Corp., et al., Case No. 9938; Miller v. URS Corp., et al., Case No. 9939; and Oklahoma Police Pension & Retirement System v. Creel, et al., Case No. 9975. The actions name as defendants URS Corporation, the members of the URS Corporation board of directors, AECOM, and two merger subsidiaries of AECOM formed for purposes of effecting the merger. Two of the actions also names as a defendant JANA Partners LLC. The complaints allege, among other things, that AECOM and its merger subsidiaries aided and abetted alleged breaches of fiduciary duties by URS Corporation and its board of directors. The complaints seek, among other relief, class certification, preliminary and permanent injunctive relief, and damages. AECOM believe the lawsuits are without merit and intends to defend vigorously against them.

17. Reportable Segments

The Company’s operations are organized into two reportable segments: Professional Technical Services (PTS) and Management Support Services (MSS). The Company’s PTS reportable segment delivers planning, consulting, architectural and engineering design, and program and construction management services to commercial and government clients worldwide. The Company’s MSS 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 PTS reportable segment 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.

Management internally analyzes the results of its operations using several non-GAAP measures. A significant portion of the Company’s revenues relates to services provided by subcontractors and other non-employees that it categorizes as other direct costs. Other direct costs are segregated from cost of revenues resulting in revenue, net of other direct costs, which is a measure of work performed by Company employees. The Company has included information on revenue, net of other direct costs, as it believes that it is useful to view its revenue exclusive of costs associated with external service providers.

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The following tables set forth summarized financial information concerning the Company’s reportable segments:

Reportable Segments:	Professional Technical Services			Management Support Services			Corporate			Total
	(in millions)
Three Months Ended June 30, 2014:
Revenue	$	1,794.6		$	173.6		$	—		$	1,968.2
Revenue, net of other direct costs(1)	1,112.0			92.7			—			1,204.7
Gross profit	99.5			9.0			—			108.5
Equity in earnings of joint ventures	2.1			3.9			—			6.0
General and administrative expenses	—			—			(22.9		)	(22.9		)
Operating income	101.6			12.9			(22.9		)	91.6

Gross profit as a % of revenue	5.5		%	5.2		%	—			5.5		%
Gross profit as a % of revenue, net of other direct costs(1)	8.9		%	9.7		%	—			9.0		%

Three Months Ended June 30, 2013:
Revenue	$	1,847.1		$	220.4		$	—		$	2,067.5
Revenue, net of other direct costs(1)	1,102.0			134.0			—			1,236.0
Gross profit	119.8			12.0			—			131.8
Equity in earnings of joint ventures	1.0			3.1			—			4.1
General and administrative expenses	¾			¾			(24.0		)	(24.0		)
Operating income	120.8			15.1			(24.0		)	111.9

Gross profit as a % of revenue	6.5		%	5.4		%	—			6.4		%
Gross profit as a % of revenue, net of other direct costs(1)	10.9		%	9.0		%	—			10.7		%

Reportable Segments:	Professional Technical Services			Management Support Services			Corporate			Total
	(in millions)
Nine Months Ended June 30, 2014:
Revenue	$	5,248.4		$	545.9		$	—		$	5,794.3
Revenue, net of other direct costs(1)	3,241.7			294.7			—			3,536.4
Gross profit	244.7			29.4			—			274.1
Equity in earnings of joint ventures	36.5			13.0			—			49.5
General and administrative expenses	—			—			(73.2		)	(73.2		)
Operating income	281.2			42.4			(73.2		)	250.4

Gross profit as a % of revenue	4.7		%	5.4		%	—			4.7		%
Gross profit as a % of revenue, net of other direct costs(1)	7.5		%	10.0		%	—			7.8		%

Nine Months Ended June 30, 2013:
Revenue	$	5,384.2		$	690.2		$	—		$	6,074.4
Revenue, net of other direct costs(1)	3,306.1			426.8			—			3,732.9
Gross profit	281.3			28.5			—			309.8
Equity in earnings of joint ventures	10.3			7.6			—			17.9
General and administrative expenses	¾			¾			(73.4		)	(73.4		)
Operating income	291.6			36.1			(73.4		)	254.3

Gross profit as a % of revenue	5.2		%	4.1		%	—			5.1		%
Gross profit as a % of revenue, net of other direct costs(1)	8.5		%	6.7		%	—			8.3		%

(1) Non-GAAP measure.

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18. Subsequent Events

On July 11, 2014, the Company entered into a definitive merger agreement to acquire URS Corporation, a leading international provider of engineering, construction and technical services for approximately $4.0 billion. The acquisition is subject to customary closing conditions, including regulatory approvals, adoption of the definition merger agreement by URS stockholders and approval of the stock issuance proposal by AECOM stockholders.

Both AECOM and URS may terminate the merger agreement under certain specified circumstances, including if the merger is not consummated on or before April 11, 2015 (or, if such date is extended pursuant to the terms of the merger agreement, if the merger is not consummated on or before July 11, 2015), if the approval of the AECOM or URS stockholders is not obtained, if there is a financing failure, if the other party’s board of directors makes an adverse recommendation change with respect to the proposed transaction, or to enter into a superior acquisition proposal. In certain circumstances in connection with the termination of the merger agreement, including if AECOM’s board of directors changes or withdraws its recommendation of the stock issuance or terminates the merger agreement to enter into an agreement with respect to a superior proposal, AECOM must pay to URS a termination fee equal to $140 million, or $240 million if the merger agreement is terminated under circumstances where all closing conditions have been satisfied but AECOM’s debt financing is not available to complete the merger and AECOM fails to close the merger. In certain circumstances in connection with the termination of the merger agreement, including if URS’s board of directors changes or withdraws its recommendation of the merger or terminates the merger agreement to enter into an agreement with respect to a superior proposal, URS must pay to AECOM a termination fee equal to $140 million. If the merger agreement is terminated by a party as a result of certain breaches by the other party, then the non-terminating party will be required to reimburse the terminating party for its reasonable out-of-pocket fees and expenses up to $40 million.

On July 24, 2014, the Company acquired Hunt Construction Group, a commercial construction management firm which serves clients in both the public and private sectors.

Item 2. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

Forward-Looking Statements

This Quarterly Report contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that are not limited to historical facts, but reflect the Company’s current beliefs, expectations or intentions regarding future events. These statements include forward-looking statements with respect to the Company, the engineering and construction industry and the potential acquisition of URS Corporation, or URS. Statements that are not historical facts, without limitation, including statements that use terms such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “projects,” “seeks” and “will” and that relate to our plans and objectives for future operations, are forward-looking statements. In light of the risks and uncertainties inherent in all forward-looking statements, the inclusion of such statements in this Quarterly Report should not be considered as a representation by us or any other person that our objectives or plans will be achieved. Although management believes that the assumptions underlying the forward-looking statements are reasonable, these assumptions and the forward-looking statements are subject to various factors, risks and uncertainties, many of which are beyond our control, including, but not limited to, our dependence on long-term government contracts, which are subject to uncertainties concerning the government’s budgetary approval process, the possibility that our government contracts may be terminated by the government, the risk of employee misconduct or our failure to comply with laws and regulations, risks associated with the ability to consummate the merger and the timing of the closing of the merger; the failure to obtain the necessary debt financing arrangements set forth in the commitment letter received in connection with the merger; the interest rate on any borrowings incurred in connection with the transaction; the impact of the indebtedness incurred to finance the transaction; the ability to successfully integrate our operations and employees; the ability to realize anticipated benefits and synergies of the transaction; the potential impact of the announcement of the transaction or consummation of the transaction on relationships, including with employees, customers and competitors; the outcome of any legal proceedings that have been or may be instituted against the Company and others following the announcement of the transaction; the ability to retain key personnel; the amount of the costs, fees, expenses and charges related to the merger and the actual terms of the financings that will be obtained for the merger; changes in financial markets, interest rates and foreign currency exchange rates; and those additional risks and factors discussed in this Quarterly Report on Form 10-Q and any subsequent reports we file with the SEC. Accordingly, actual results could differ materially from those contemplated by any forward-looking statement.

All subsequent written and oral forward-looking statements concerning the Company, the proposed transaction or other matters attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. You are cautioned not to place undue reliance on these forward-looking statements, which speak only to the date they are made. The Company is under no obligation (and expressly disclaims any such obligation) to update or revise any forward-looking statement that may be made from time to time, whether as a result of new information, future developments or otherwise. Please review “Part II, Item 1A — Risk Factors” in this Quarterly Report for a discussion of the factors, risks and uncertainties that could affect our future results.

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Overview

We are a leading provider of professional technical and management support services for public and private clients around the world. We provide our services in a broad range of end markets through a network of approximately 43,400 employees.

Our business focuses primarily on providing fee-based professional technical and support services and therefore our business is labor and not capital intensive. We derive income from our ability to generate revenue and collect cash from our clients through the billing of our employees’ time spent on client projects and our ability to manage our costs. We report our business through two segments: Professional Technical Services (PTS) and Management Support Services (MSS).

Our PTS segment delivers planning, consulting, architectural and engineering design, and program and construction management services to commercial and government clients worldwide in major end markets such as transportation, facilities, environmental, energy, water and government markets. PTS revenue is primarily derived from fees from services that we provide, as opposed to pass-through fees from subcontractors and other direct costs.

Our MSS segment provides program and facilities management and maintenance, training, logistics, consulting, technical assistance and systems integration services, primarily for agencies of the U.S. government. MSS revenue typically includes a significant amount of pass-through fees from subcontractors and other direct costs.

Our revenue is dependent on our ability to attract and retain qualified and productive employees, identify business opportunities, integrate and maximize the value of our recent acquisitions, allocate our labor resources to profitable and high growth markets, secure new contracts and renew existing client agreements. Demand for our services is cyclical and may be vulnerable to sudden economic downturns and reductions in government and private industry spending, which may result in clients delaying, curtailing or canceling proposed and existing projects. Moreover, as a professional services company, maintaining the high quality of the work generated by our employees is integral to our revenue generation and profitability.

Our costs consist primarily of the compensation we pay to our employees, including salaries, fringe benefits, the costs of hiring subcontractors and other project-related expenses, and sales, general and administrative costs.

We define revenue provided by acquired companies as revenue included in the current period up to twelve months subsequent to their acquisition date. Throughout this section, we refer to companies we acquired in the last twelve months as “acquired companies.”

Components of Income and Expense

Our management analyzes the results of our operations using several financial measures not in accordance with generally accepted accounting principles (GAAP). A significant portion of our revenue relates to services provided by subcontractors and other non-employees that we categorize as “other direct costs.” Those costs are typically paid to service providers upon our receipt of payment from the client. We segregate other direct costs from revenue resulting in a measurement that we refer to as “revenue, net of other direct costs,” which is a measure of work performed by AECOM employees. A large portion of our fees are derived through work performed by AECOM employees rather than other parties. We have included information on revenue, net of other direct costs, as we believe that it is useful to view our revenue exclusive of costs associated with external service providers, and the related gross margins, as discussed in Results of Operations below. Because of the importance of maintaining the high quality of work generated by our employees, gross margin is an important metric that we review in evaluating our operating performance.

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The following table presents, for the periods indicated, a presentation of the non-GAAP financial measures reconciled to the closest GAAP measures:

	Three Months Ended June 30,				Nine Months Ended June 30,
	2014		2013		2014		2013
	(in millions)
Other Financial Data:
Revenue	$	1,968.2	$	2,067.5	$	5,794.3	$	6,074.4
Other direct costs (1)	763.5		831.5		2,257.9		2,341.5
Revenue, net of other direct costs (1)	1,204.7		1,236.0		3,536.4		3,732.9
Cost of revenue, net of other direct costs (1)	1,096.2		1,104.2		3,262.3