SEC Filings

10-Q
AECOM filed this Form 10-Q on 02/06/2019
Entire Document
 

Table of Contents

 

 

 

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 December 31, 2018

 

OR

 

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

(Exact name of registrant as specified in its charter)

 

Delaware
(State or other jurisdiction of
incorporation or organization)

 

61-1088522
(I.R.S. Employer
Identification Number)

 

1999 Avenue of the Stars, Suite 2600
Los Angeles, California 90067

(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 every Interactive Data File required to be submitted 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 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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x

 

Accelerated filer o

 

 

 

Non-accelerated filer o

 

Smaller reporting company o

 

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes  o    No o

 

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 January 31, 2019, 156,094,835 shares of the registrant’s common stock were outstanding.

 

 

 


Table of Contents

 

AECOM

 

INDEX

 

PART I.

FINANCIAL INFORMATION

1

 

 

 

Item 1.

Financial Statements

1

 

 

 

 

Consolidated Balance Sheets as of December 31, 2018 (unaudited) and September 30, 2018

1

 

 

 

 

Consolidated Statements of Operations for the Three Months Ended December 31, 2018 (unaudited) and December 31, 2017 (unaudited)

2

 

 

 

 

Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended December 31, 2018 (unaudited) and December 31, 2017 (unaudited)

3

 

 

 

 

Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2018 (unaudited) and December 31, 2017 (unaudited)

4

 

 

 

 

Notes to Consolidated Financial Statements (unaudited)

5

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

28

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

39

 

 

 

Item 4.

Controls and Procedures

40

 

 

 

PART II.

OTHER INFORMATION

40

 

 

 

Item 1.

Legal Proceedings

40

 

 

 

Item 1A.

Risk Factors

41

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

54

 

 

 

Item 4.

Mine Safety Disclosure

54

 

 

 

Item 6.

Exhibits

55

 

 

 

SIGNATURES

 

56

 


Table of Contents

 

PART I.  FINANCIAL INFORMATION

 

Item 1.  Financial Statements

 

AECOM

Consolidated Balance Sheets

(in thousands, except share data)

 

 

 

December 31,
2018

 

September 30,
2018

 

ASSETS

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

Cash and cash equivalents

 

$

640,572

 

$

642,168

 

Cash in consolidated joint ventures

 

197,730

 

244,565

 

Total cash and cash equivalents

 

838,302

 

886,733

 

Accounts receivable—net

 

3,282,128

 

3,307,851

 

Contract assets

 

2,263,494

 

2,160,970

 

Prepaid expenses and other current assets

 

681,449

 

585,152

 

Current assets held for sale

 

58,700

 

59,800

 

Income taxes receivable

 

125,661

 

126,816

 

TOTAL CURRENT ASSETS

 

7,249,734

 

7,127,322

 

PROPERTY AND EQUIPMENT—NET

 

601,005

 

614,062

 

DEFERRED TAX ASSETS—NET

 

167,886

 

159,396

 

INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

 

341,009

 

310,661

 

GOODWILL

 

5,893,534

 

5,921,116

 

INTANGIBLE ASSETS—NET

 

296,711

 

319,892

 

OTHER NON-CURRENT ASSETS

 

217,771

 

228,682

 

TOTAL ASSETS

 

$

14,767,650

 

$

14,681,131

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

Short-term debt

 

$

46,134

 

$

8,353

 

Accounts payable

 

2,624,561

 

2,726,047

 

Accrued expenses and other current liabilities

 

2,180,806

 

2,267,046

 

Income taxes payable

 

48,129

 

39,802

 

Contract liabilities

 

1,008,202

 

931,431

 

Current liabilities held for sale

 

18,400

 

22,300

 

Current portion of long-term debt

 

114,665

 

134,698

 

TOTAL CURRENT LIABILITIES

 

6,040,897

 

6,129,677

 

OTHER LONG-TERM LIABILITIES

 

318,941

 

329,457

 

DEFERRED TAX LIABILITY—NET

 

4,433

 

47,273

 

PENSION BENEFIT OBLIGATIONS

 

393,459

 

412,604

 

LONG-TERM DEBT

 

3,759,491

 

3,483,746

 

TOTAL LIABILITIES

 

10,517,221

 

10,402,757

 

 

 

 

 

 

 

COMMITMENTS AND CONTINGENCIES (Note 14)

 

 

 

 

 

 

 

 

 

 

 

AECOM STOCKHOLDERS’ EQUITY:

 

 

 

 

 

Common stock—authorized, 300,000,000 shares of $0.01 par value as of December 31 and September 30, 2018; issued and outstanding 156,967,362 and 156,983,356 shares as of December 31 and September 30, 2018, respectively

 

1,570

 

1,570

 

Additional paid-in capital

 

3,845,145

 

3,846,392

 

Accumulated other comprehensive loss

 

(726,145

)

(703,330

)

Retained earnings

 

957,230

 

948,148

 

TOTAL AECOM STOCKHOLDERS’ EQUITY

 

4,077,800

 

4,092,780

 

Noncontrolling interests

 

172,629

 

185,594

 

TOTAL STOCKHOLDERS’ EQUITY

 

4,250,429

 

4,278,374

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

14,767,650

 

$

14,681,131

 

 

See accompanying Notes to Consolidated Financial Statements.

 

1


Table of Contents

 

AECOM

Consolidated Statements of Operations

(unaudited - in thousands, except per share data)

 

 

 

Three Months Ended

 

 

 

December 31,
2018

 

December 31,
2017

 

 

 

 

 

 

 

Revenue

 

$

5,037,495

 

$

4,910,832

 

Cost of revenue

 

4,866,882

 

4,774,680

 

Gross profit

 

170,613

 

136,152

 

 

 

 

 

 

 

Equity in earnings of joint ventures

 

12,504

 

29,720

 

General and administrative expenses

 

(35,907

)

(34,670

)

Restructuring costs

 

(63,295

)

 

Income from operations

 

83,915

 

131,202

 

 

 

 

 

 

 

Other income

 

3,597

 

2,283

 

Interest expense

 

(56,026

)

(56,165

)

Income before income tax benefit

 

31,486

 

77,320

 

 

 

 

 

 

 

Income tax benefit

 

(33,600

)

(47,093

)

Net income

 

65,086

 

124,413

 

Noncontrolling interests in income of consolidated subsidiaries, net of tax

 

(13,567

)

(13,099

)

Net income attributable to AECOM

 

$

51,519

 

$

111,314

 

 

 

 

 

 

 

Net income attributable to AECOM per share:

 

 

 

 

 

Basic

 

$

0.33

 

$

0.70

 

Diluted

 

$

0.32

 

$

0.69

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

Basic

 

156,416

 

157,909

 

Diluted

 

159,603

 

161,847

 

 

See accompanying Notes to Consolidated Financial Statements.

 

2


Table of Contents

 

AECOM

Consolidated Statements of Comprehensive Income

(unaudited—in thousands)

 

 

 

Three Months Ended

 

 

 

December 31,
2018

 

December 31,
2017

 

 

 

 

 

 

 

Net income

 

$

65,086

 

$

124,413

 

 

 

 

 

 

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

Net unrealized (loss) gain on derivatives, net of tax

 

(6,298

)

785

 

Foreign currency translation adjustments

 

(21,789

)

(5,983

)

Pension adjustments, net of tax

 

5,330

 

2,468

 

Other comprehensive loss, net of tax

 

(22,757

)

(2,730

)

Comprehensive income, net of tax

 

42,329

 

121,683

 

Noncontrolling interests in comprehensive income of consolidated subsidiaries, net of tax

 

(13,625

)

(13,892

)

Comprehensive income attributable to AECOM, net of tax

 

$

28,704

 

$

107,791

 

 

See accompanying Notes to Consolidated Financial Statements.

 

3


Table of Contents

 

AECOM

Consolidated Statements of Cash Flows

(unaudited - in thousands)

 

 

 

Three Months Ended December 31,

 

 

 

2018

 

2017

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net income

 

$

65,086

 

$

124,413

 

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

63,160

 

62,835

 

Equity in earnings of unconsolidated joint ventures

 

(12,504

)

(29,720

)

Distribution of earnings from unconsolidated joint ventures

 

13,955

 

39,480

 

Non-cash stock compensation

 

15,631

 

16,540

 

Foreign currency translation

 

(12,058

)

(16,018

)

Other

 

2,425

 

(1,800

)

Changes in operating assets and liabilities, net of effects of acquisitions:

 

 

 

 

 

Accounts receivable and contract assets

 

(86,271

)

(186,098

)

Prepaid expenses and other assets

 

(93,753

)

(12,517

)

Accounts payable

 

(101,459

)

172,481

 

Accrued expenses and other current liabilities

 

(74,813

)

(188,979

)

Contract liabilities

 

76,471

 

93,102

 

Other long-term liabilities

 

(56,252

)

(21,291

)

Net cash (used in) provided by operating activities

 

(200,382

)

52,428

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Proceeds from purchase price adjustment on business acquisition

 

 

2,206

 

Cash acquired from consolidation of joint venture

 

 

7,630

 

Investment in unconsolidated joint ventures

 

(47,650

)

(23,986

)

Return of investment in unconsolidated joint ventures

 

9,273

 

5,030

 

Proceeds from sale of investments

 

3,805

 

161

 

Payments for purchase of investments

 

(3,223

)

 

Proceeds from disposal of property and equipment

 

1,674

 

10,967

 

Payments for capital expenditures

 

(23,576

)

(29,510

)

Net cash used in investing activities

 

(59,697

)

(27,502

)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Proceeds from borrowings under credit agreements

 

2,290,452

 

1,276,451

 

Repayments of borrowings under credit agreements

 

(1,999,140

)

(1,236,242

)

Proceeds from issuance of common stock

 

5,485

 

9,530

 

Proceeds from exercise of stock options

 

 

2,715

 

Payments to repurchase common stock

 

(52,347

)

(26,701

)

Net distributions to noncontrolling interests

 

(28,777

)

(16,795

)

Other financing activities

 

(2,439

)

(25,962

)

Net cash provided by (used in) financing activities

 

213,234

 

(17,004

)

 

 

 

 

 

 

EFFECT OF EXCHANGE RATE CHANGES ON CASH

 

(1,586

)

2,882

 

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

 

(48,431

)

10,804

 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

886,733

 

802,362

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$

838,302

 

$

813,166

 

 

See accompanying Notes to Consolidated Financial Statements.

 

4


Table of Contents

 

AECOM

Notes to Consolidated Financial Statements

(unaudited)

 

1.              Basis of Presentation

 

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 intercompany 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, 2018 (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 United States (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.

 

The consolidated financial statements included in this report have been prepared consistently with the accounting policies described in the Annual Report, except as noted, and should be read together with the Annual Report.

 

The results of operations for the three months ended December 31, 2018 are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2019.

 

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 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 Company adopted the new standard on October 1, 2018, using the modified retrospective method, which resulted in an adjustment to retained earnings of $7.0 million, net of tax. Detailed disclosures regarding the adoption and other required disclosures can be found in Note 4.

 

In February 2016, the FASB issued new accounting guidance which changes accounting requirements 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 new 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 some practical expedients. 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 some 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 guidance will be effective for the Company’s fiscal year starting October 1, 2020. The Company is currently evaluating the impact that the new guidance will have on its consolidated financial statements.

 

In August 2016, the FASB issued new accounting guidance clarifying how entities should classify cash receipts and cash payments on the statement of cash flows. The new guidance also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. The Company adopted the new standard on October 1, 2018 and the adoption of the standard did not have a material impact on its statement of cash flows.

 

In October 2016, the FASB issued additional guidance regarding accounting for intra-entity transfers of assets other than inventory. The new guidance will require companies to account for the income tax consequences of intra-entity transfers of assets other than inventory in the period the transfer occurs. The Company adopted this guidance on October 1, 2018, and the adoption resulted in a $5.5 million reduction to other non-current assets and retained earnings.

 

5


Table of Contents

 

In January 2017, the FASB issued new accounting guidance that changes the definition of a business to assist companies with evaluating when a set of transferred assets and activities is a business. This guidance requires the buyer to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of assets. The Company elected to adopt this guidance on July 1, 2018 and the adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

 

In January 2017, the FASB issued new accounting guidance to simplify the test for goodwill impairment. This guidance eliminates step two from the goodwill impairment test. Under the new guidance, an entity should recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to the reporting unit. The Company early adopted the new guidance on January 1, 2018 and the adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

 

In March 2017, the FASB issued new guidance on how employers that sponsor defined benefit pension or other postretirement benefit plans present the net periodic benefit cost in the income statement. Under the new guidance, employers will present the service cost component of net periodic benefit cost in the same income statement line items as other employee compensation costs. The new guidance was effective for the Company on October 1, 2018. Adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements.

 

In August 2017, the FASB issued new accounting guidance on derivatives and hedging. This guidance better aligns an entity’s risk management activities and financial reporting for hedging relationships through change to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedging results. The Company early adopted the guidance on January 1, 2018 and the adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

 

3.              Business Acquisitions, Goodwill and Intangible Assets

 

The Company completed one acquisition during the year ended September 30, 2018 for a total consideration of $5.6 million, which was accounted for under the acquisition method. Acquired tangible and intangible assets and liabilities were recognized on the acquisition date based upon their fair values. The determination of fair values of assets and liabilities acquired requires the Company to make estimates and use valuation techniques when market value is not readily available. Transaction costs associated with business acquisitions are expensed as they are incurred.

 

In the second quarter of fiscal 2018, management approved a plan to sell non-core oil and gas assets in North America, included in the Company’s Construction Services segment (the Disposal Group). The Company classified the related assets and liabilities of the Disposal Group as held for sale in the consolidated balance sheet. In the third quarter of fiscal 2018, the Company sold a portion of the assets in the Disposal Group and recognized a $2.1 million loss on disposal. The remaining unsold portion of the Disposal Group remains classified as held for sale. The Company recorded losses related to the remeasurement of the Disposal Group based on estimated fair value less costs to sell resulting in total asset impairments of $168.2 million, recorded in Impairment of assets held for sale, including goodwill in the second quarter of fiscal 2018. Fair value was estimated using Level 3 inputs, such as forecasted cash flows, and Level 2 inputs, including bid prices from potential buyers. In connection with the classification of the Disposal Group as held for sale, the Company tested the amount of goodwill and other intangible assets allocated to the Disposal Group for impairment. The Company recorded an impairment of goodwill during the year ended September 30, 2018 of $125.4 million and an impairment of intangible and other noncurrent assets of $42.8 million. As of December 31, 2018, current assets held for sale were primarily comprised of accounts receivable of $44.8 million and property, plant and equipment of $13.6 million. As of December 31, 2018, current liabilities held for sale were primarily comprised of accounts payable of $18.4 million. The Company expects to complete the sale of the remaining Disposal Group assets within the next twelve months.

 

The changes in the carrying value of goodwill by reportable segment for the three months ended December 31, 2018 were as follows:

 

 

 

September 30,
2018

 

Foreign
Exchange
Impact

 

December 31,
2018

 

 

 

 

 

(in millions)

 

 

 

Design and Consulting Services

 

$

3,189.2

 

$

(14.8

)

$

3,174.4

 

Construction Services

 

1,008.9

 

(6.6

)

1,002.3

 

Management Services

 

1,723.0

 

(6.2

)

1,716.8

 

Total

 

$

5,921.1

 

$

(27.6

)

$

5,893.5

 

 

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Table of Contents

 

The gross amounts and accumulated amortization of the Company’s acquired identifiable intangible assets with finite useful lives as of December 31 and September 30, 2018, included in intangible assets—net, in the accompanying consolidated balance sheets, were as follows:

 

 

 

December 31, 2018

 

September 30, 2018

 

 

 

 

 

Gross
Amount

 

Accumulated
Amortization

 

Intangible
Assets, Net

 

Gross
Amount

 

Accumulated
Amortization

 

Intangible
Assets, Net

 

Amortization
Period

 

 

 

 

 

 

 

(in millions)

 

 

 

 

 

(years)

 

Backlog and customer relationships

 

$

1,283.5

 

$

(987.4

)

$

296.1

 

$

1,285.1

 

$

(966.0

)

$

319.1

 

1 – 11

 

Trademark / tradename

 

18.3

 

(17.7

)

0.6

 

18.3

 

(17.5

)

0.8

 

0.3 - 2

 

Total

 

$

1,301.8

 

$

(1,005.1

)

$

296.7

 

$

1,303.4

 

$

(983.5

)

$

319.9

 

 

 

 

Amortization expense of acquired intangible assets included within cost of revenue was $21.6 million and $23.7 million for the three months ended December 31, 2018 and 2017, respectively. The following table presents estimated amortization expense of existing intangible assets for the remainder of fiscal 2019 and for the succeeding years:

 

 

Fiscal Year

 

(in millions)

 

2019 (nine months remaining)

 

$

62.2

 

2020

 

69.3

 

2021

 

56.3

 

2022

 

43.7

 

2023

 

39.3

 

Thereafter

 

25.9

 

Total

 

$

296.7

 

 

4.              Revenue Recognition

 

On October 1, 2018, the Company adopted ASC 606 on a modified retrospective basis, which amended the accounting standards for revenue recognition. As a result, the new guidance was applied retrospectively to contracts which were not completed as of October 1, 2018. Contracts completed prior to October 1, 2018 were accounted for using the guidance in effect at that time. The cumulative effect of applying the new guidance was recorded as a reduction to retained earnings at October 1, 2018 of $7.0 million, net of tax. Consistent with the modified retrospective transition approach, the comparative period was not adjusted to conform with current period presentation. The adjustment was primarily related to segmenting or combining contracts by performance obligations identified under the criteria of the new standard. Revenue recognized during the three months ended December 31, 2018 increased $1.5 million, net of tax, due to the adoption of the new standard primarily in the Construction Services segment.

 

The new accounting guidance establishes principles for recognizing revenue upon the transfer of control of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. The Company generally recognizes revenues over time as performance obligations are satisfied. The Company generally measures its progress to completion using an input measure of total costs incurred divided by total costs expected to be incurred. In the course of providing its services, the Company routinely subcontracts for services and incurs other direct costs on behalf of its clients. These costs are passed through to clients and, in accordance with GAAP, are included in the Company’s revenue and cost of revenue.

 

Recognition of revenue and profit is dependent upon a number of factors, including the accuracy of a variety of estimates made at the balance sheet date, such as engineering progress, material quantities, the achievement of milestones, penalty provisions, labor productivity and cost estimates. Additionally, the Company is required to make estimates for the amount of consideration to be received, including bonuses, awards, incentive fees, claims, unpriced change orders, penalties, and liquidated damages. Variable consideration is included in the estimate of the transaction price only to the extent that a significant reversal would not be probable. Management continuously monitors factors that may affect the quality of its estimates, and material changes in estimates are disclosed accordingly.

 

The following summarizes the Company’s major contract types:

 

Cost Reimbursable Contracts

 

Cost reimbursable contracts include cost-plus fixed fee, cost-plus fixed rate, and time-and-materials price contracts. Under cost-plus contracts, the Company charges clients for its costs, including both direct and indirect costs, plus a negotiated fee or rate. The Company recognizes revenue based on actual direct costs incurred and the applicable fixed rate or portion of the fixed fee earned as of the balance sheet date. Under time-and-materials price contracts, the Company negotiates hourly billing rates and charges its clients based on the actual time that it expends on a project. In addition, clients reimburse the Company for materials and other direct incidental expenditures incurred in connection with its performance under the contract. The Company may apply a practical expedient to recognize revenue in the amount in which it has the right to invoice if its right to consideration is equal to the value of performance completed to date.

 

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Guaranteed Maximum Price Contracts (GMP)

 

GMP contracts share many of the same contract provisions as cost-plus and fixed-price contracts. As with cost-plus contracts, clients are provided a disclosure of all the project costs, and a lump sum or percentage fee is separately identified. The Company provides clients with a guaranteed price for the overall project (adjusted for change orders issued by clients) and a schedule including the expected completion date. Cost overruns or costs associated with project delays in completion could generally be the Company’s responsibility. For many of the Company’s commercial or residential GMP contracts, the final price is generally not established until the Company has subcontracted a substantial percentage of the trade contracts with terms consistent with the master contract, and it has negotiated additional contractual limitations, such as waivers of consequential damages as well as aggregate caps on liabilities and liquidated damages. Revenue is recognized for GMP contracts as project costs are incurred relative to total estimated project costs.

 

Fixed-Price Contracts

 

Fixed price contracts include both lump-sum and fixed-unit price contracts. Under lump-sum contracts, the Company performs all the work under the contract for a specified fee. Lump-sum contracts are typically subject to price adjustments if the scope of the project changes or unforeseen conditions arise. Under fixed-unit price contracts, the Company performs a number of units of work at an agreed price per unit with the total payment under the contract determined by the actual number of units delivered. Revenue is recognized for fixed-price contracts using the input method measured on a cost-to-cost basis.

 

The following tables present the Company’s revenues disaggregated by revenue sources:

 

 

 

Three months ended

 

 

 

December 31,
2018

 

December 31,
2017

 

 

 

(in millions)

 

Cost reimbursable

 

$

2,571.6

 

$

2,357.2

 

Guaranteed maximum price

 

1,024.0

 

1,178.6

 

Fixed price

 

1,441.9

 

1,375.0

 

Total revenue

 

$

5,037.5

 

$

4,910.8

 

 

 

 

Three months ended

 

 

 

December 31,
2018

 

December 31,
2017

 

 

 

(in millions)

 

Americas

 

$

4,070.4

 

$

3,928.6

 

Europe, Middle East, Africa

 

550.1

 

589.3

 

Asia Pacific

 

417.0

 

392.9

 

Total revenue

 

$

5,037.5

 

$

4,910.8

 

 

Revenues in Europe, Middle East, Africa and Asia Pacific are primarily reported in the Company’s DCS segment. As of December 31, 2018, the Company had allocated $20.1 billion of transaction price to unsatisfied or partially satisfied performance obligations, of which approximately 60% is expected to be satisfied within the next twelve months.

 

The Company’s timing of revenue recognition may not be consistent with its rights to bill and collect cash from its clients. Those rights are generally dependent upon advance billing terms, milestone billings based on the completion of certain phases of work or when services are performed. The Company’s accounts receivable represent amounts billed to clients that have yet to be collected and represent an unconditional right to cash from its clients. Contract assets represent the amount of contract revenue recognized but not yet billed pursuant to contract terms or accounts billed after the balance sheet date. Contract liabilities represent billings as of the balance sheet date, as allowed under the terms of a contract, but not yet recognized as contract revenue pursuant to the Company’s revenue recognition policy.

 

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Net accounts receivable consisted of the following:

 

 

 

December 31,
2018

 

September 30,
2018

 

 

 

(in millions)

 

Billed

 

$

2,680.0

 

$

2,697.7

 

Contract retentions

 

654.1

 

661.7

 

Total accounts receivable—gross

 

3,334.1

 

3,359.4

 

Allowance for doubtful accounts

 

(52.0

)

(51.6

)

Total accounts receivable—net

 

$

3,282.1

 

$

3,307.8

 

 

Substantially all contract assets as of December 31, 2018 and September 30, 2018 are expected to be billed and collected within twelve months, except for claims. Significant claims recorded in contract assets and other non-current assets were $266.0 million and $266.0 million as of December 31 and September 30, 2018, respectively, and included an amount related to the DOE Deactivation, Demolition, and Removal Project discussed further in Note 14. Contract retentions represent amounts invoiced to clients where payments have been withheld from progress payments until the contracted work has been completed and approved by the client. These retention agreements vary from project to project and could be outstanding for several months or years.

 

Allowances for doubtful accounts have been determined through specific identification of amounts considered to be uncollectible and potential write-offs, plus a non-specific allowance for other amounts for which some potential loss has been determined to be probable based on current and past experience.

 

Other than the U.S. government, no single client accounted for more than 10% of the Company’s outstanding receivables at December 31, 2018 and September 30, 2018.

 

The Company sold trade receivables to financial institutions, of which $374.6 million and $334.2 million were outstanding as of December 31, 2018 and September 30, 2018, 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.

 

5.              Joint Ventures and Variable Interest Entities

 

The Company’s joint ventures provide architecture, engineering, program management, construction management, operations and maintenance services, and invest in real estate and public-private partnership (P3) projects. 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 some 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 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 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

 

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·                  a VIE that does not require consolidation and is treated as an equity method investment because the Company is not the primary beneficiary or the joint venture is not a VIE and the Company does not hold the majority voting interest.

 

As part of the above analysis, if it is determined that the Company has the power to direct the activities that most significantly impact the joint venture’s economic performance, the Company considers whether or not it has the obligation to absorb losses or rights to receive benefits of the VIE that could potentially be significant to the VIE.

 

Contractually required support provided to the Company’s joint ventures is further discussed in Note 14.

 

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

 

 

 

December 31,
2018
(unaudited)

 

September 30,
2018

 

 

 

(in millions)

 

Current assets

 

$

906.8

 

$

1,013.7

 

Non-current assets

 

183.4

 

192.7

 

Total assets

 

$

1,090.2

 

$

1,206.4

 

 

 

 

 

 

 

Current liabilities

 

$

645.9

 

$

724.2

 

Non-current liabilities

 

14.5

 

12.7

 

Total liabilities

 

660.4

 

736.9

 

Total AECOM equity

 

257.9

 

284.2

 

Noncontrolling interests

 

171.9

 

185.3

 

Total owners’ equity

 

429.8

 

469.5

 

Total liabilities and owners’ equity

 

$

1,090.2

 

$

1,206.4

 

 

Total revenue of the consolidated joint ventures was $617.5 million and $623.0 million for the three months ended December 31, 2018 and 2017, 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, as derived from their unaudited financial statements, is as follows:

 

 

 

December 31,
2018

 

September 30,
2018

 

 

 

(in millions)

 

Current assets

 

$

1,778.8

 

$

1,903.3

 

Non-current assets

 

994.8

 

938.3

 

Total assets

 

$

2,773.6

 

$

2,841.6

 

 

 

 

 

 

 

Current liabilities

 

$

1,592.7

 

$

1,658.5

 

Non-current liabilities

 

182.1

 

224.3

 

Total liabilities

 

1,774.8

 

1,882.8

 

Joint ventures’ equity

 

998.8

 

958.8

 

Total liabilities and joint ventures’ equity

 

$

2,773.6

 

$

2,841.6

 

 

 

 

 

 

 

AECOM’s investment in joint ventures

 

$

341.0

 

$

310.7

 

 

 

 

Three Months Ended

 

 

 

December 31,
2018

 

December 31,
2017

 

 

 

(in millions)

 

Revenue

 

$

1,162.2

 

$

1,478.6

 

Cost of revenue

 

1,127.8

 

1,395.2

 

Gross profit

 

$

34.4

 

$

83.4

 

Net income

 

$

32.4

 

$

82.1

 

 

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

 

 

 

Three Months Ended

 

 

 

December 31,
2018

 

December 31,
2017

 

 

 

(in millions)

 

Pass through joint ventures

 

$

9.1

 

$

13.2

 

Other joint ventures

 

3.4

 

16.5

 

Total

 

$

12.5

 

$

29.7

 

 

6.              Pension Benefit Obligations

 

In the U.S., the Company sponsors various qualified defined benefit pension plans. Benefits under these plans generally are based on the employee’s years of creditable service and compensation; however, all U.S. defined benefit plans are closed to new participants and 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 components of net periodic benefit cost other than the service cost component are included in other income (expense) in the consolidated statement of operations. The following table details the components of net periodic benefit cost for the Company’s pension plans for the three months ended December 31, 2018 and 2017:

 

 

 

Three Months Ended

 

 

 

December 31, 2018

 

December 31, 2017

 

 

 

U.S.

 

Int’l

 

U.S.

 

Int’l

 

 

 

(in millions)

 

Components of net periodic benefit cost:

 

 

 

 

 

 

 

 

 

Service costs

 

$

 

$

0.1

 

$

1.2

 

$

0.3

 

Interest cost on projected benefit obligation

 

5.9

 

7.4

 

5.2

 

7.9

 

Expected return on plan assets

 

(6.8

)

(9.5

)

(7.9

)

(10.7

)

Amortization of net loss

 

0.9

 

1.0

 

1.0

 

2.0

 

Settlement loss recognized

 

 

0.1

 

 

0.1

 

Net periodic benefit cost

 

$

 

$

(0.9

)

$

(0.5

)

$

(0.4

)

 

The total amounts of employer contributions paid for the three months ended December 31, 2018 were $2.5 million for U.S. plans and $7.9 million for non-U.S. plans. The expected remaining scheduled annual employer contributions for the fiscal year ending September 30, 2019 are $11.8 million for U.S. plans and $19.3 million for non-U.S. plans.

 

In the first quarter of fiscal 2019, the United Kingdom High Court ruled that the formulas used to determine guaranteed minimum pension benefits violated gender pay equality laws. As a result, the Company may be required to retroactively increase benefit levels for plan participants, which would be initially recognized in other comprehensive income as an increase to prior service cost. The Company is in the process of seeking actuarial and legal advice to understand the impact of this ruling.

 

7.              Debt

 

Debt consisted of the following:

 

 

 

December 31,
2018

 

September 30,
2018

 

 

 

(in millions)

 

2014 Credit Agreement

 

$

1,699.8

 

$

1,433.8

 

2014 Senior Notes

 

800.0

 

800.0

 

2017 Senior Notes

 

1,000.0

 

1,000.0

 

URS Senior Notes

 

247.9

 

247.9

 

Other debt

 

216.8

 

191.8

 

Total debt

 

3,964.5

 

3,673.5

 

Less: Current portion of debt and short-term borrowings

 

(160.8

)

(143.1

)

Less: Unamortized debt issuance costs

 

(44.2

)

(46.7

)

Long-term debt

 

$

3,759.5

 

$

3,483.7

 

 

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The following table presents, in millions, scheduled maturities of the Company’s debt as of December 31, 2018:

 

Fiscal Year

 

 

 

2019 (nine months remaining)

 

$

132.1

 

2020

 

101.6

 

2021

 

341.3

 

2022

 

305.0

 

2023

 

748.3

 

Thereafter

 

2,336.2

 

Total

 

$

3,964.5

 

 

2014 Credit Agreement

 

The Company entered into a credit agreement (Credit Agreement) on October 17, 2014, which, as amended to date, consists of (i) a term loan A facility that includes a $510 million (US) term loan A facility with a term expiring on March 13, 2021 and a $500 million Canadian dollar (CAD) term loan A facility and a $250 million Australian dollar (AUD) term loan A facility, each with terms expiring on March 13, 2023; (ii) a $600 million term loan B facility with a term expiring on March 13, 2025; and (iii) a revolving credit facility in an aggregate principal amount of $1.35 billion with a term expiring on March 13, 2023. Some 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 conditions specified in the Credit Agreement and Security Agreement.

 

The Credit Agreement contains covenants that limit the ability of the Company and the ability of some 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 various 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 Company’s acquisition of URS Corporation.

 

On December 22, 2015, the Credit Agreement was amended to further 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.

 

On September 29, 2016, the Credit Agreement and the Security Agreement were amended to (1) lower the applicable interest rate margins for the term loan A and the revolving credit facilities, and lower the applicable letter of credit fees and commitment fees to the revised consolidated leverage levels; (2) extend the term of the term loan A and the revolving credit facility to September 29, 2021; (3) add a new delayed draw term loan A facility tranche in the amount of $185.0 million; (4) replace the then existing $500 million performance letter of credit facility with a $500 million basket to enter into secured letters of credit outside the Credit Agreement; and (5) revise covenants, including the Maximum Consolidated Leverage Ratio, so that the step down from a 5.00 to a 4.75 leverage ratio is effective as of March 31, 2017 as well as the investment basket for the Company’s AECOM Capital business.

 

On March 31, 2017, the Credit Agreement was amended to (1) expand the ability of restricted subsidiaries to borrow under “Incremental Term Loans;” (2) revise the definition of “Working Capital” as used in “Excess Cash Flow;” (3) revise the definitions for “Consolidated EBITDA” and “Consolidated Funded Indebtedness” to reflect the expected gain and debt repayment of an AECOM Capital disposition, which disposition was completed on April 28, 2017; and (4) amend provisions relating to the Company’s ability to undertake internal restructuring steps to accommodate changes in tax laws.

 

On March 13, 2018, the Credit Agreement was amended to (1) refinance the existing term loan A facility to include a $510 million (US) term loan A facility with a term expiring on March 13, 2021 and a $500 million CAD term loan A facility and a $250 million AUD term loan A facility each with terms expiring on March 13, 2023; (2) issue a new $600 million term loan B facility to institutional investors with a term expiring on March 13, 2025; (3) increase the capacity of the Company’s revolving credit facility from $1.05 billion to $1.35 billion and extend its term until March 13, 2023; (4) reduce the Company’s interest rate borrowing costs as follows: (a) the term loan B facility, at the Company’s election, Base Rate (as defined in the Credit Agreement) plus 0.75% or Eurocurrency Rate (as defined in the Credit Agreement) plus 1.75%, (b) the (US) term loan A facility, at the Company’s election, Base Rate plus 0.50% or Eurocurrency Rate plus 1.50%, and (c) the Canadian (CAD) term loan A facility, the Australian (AUD) term loan A facility, and the revolving credit facility, an initial rate of, at the Company’s election, Base Rate plus 0.75% or Eurocurrency Rate plus 1.75%, and after the end of the Company’s fiscal quarter ended June 30, 2018, Base Rate loans plus a margin ranging from 0.25% to 1.00% or Eurocurrency Rate plus a margin from 1.25% to 2.00%, based on the Consolidated Leverage Ratio (as defined in the Credit Agreement); (5) revise covenants including increasing the amounts available under the restricted payment negative covenant and revising the Maximum Consolidated Leverage Ratio (as defined in the Credit Agreement) to include a 4.5 leverage ratio through September 30, 2019 after which the leverage ratio steps down to 4.0.

 

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On November 13, 2018, the Credit Agreement was amended to revise the definition of “Consolidated EBITDA” to increase corporate restructuring allowances and provide for additional flexibility under the covenants for non-core asset dispositions, among other changes.

 

Under the Credit Agreement, the Company is subject to a maximum consolidated leverage ratio and minimum consolidated interest coverage ratio at the end of each fiscal quarter. The Company’s Consolidated Leverage Ratio was 4.2 at December 31, 2018. The Company’s Consolidated Interest Coverage Ratio was 4.5 at December 31, 2018. As of December 31, 2018, the Company was in compliance with the covenants of the Credit Agreement.

 

At December 31, 2018 and September 30, 2018, outstanding standby letters of credit totaled $27.2 million and $28.7 million, respectively, under the Company’s revolving credit facilities. As of December 31, 2018 and September 30, 2018, the Company had $1,014.8 million and $1,321.3 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 the unsecured 5.750% Senior Notes due 2022 (2022 Notes) and $800,000,000 aggregate principal amount of the unsecured 5.875% Senior Notes due 2024 (the 2024 Notes and, together with the 2022 Notes, the 2014 Senior Notes). On November 2, 2015, the Company completed an exchange offer to exchange the unregistered 2014 Senior Notes for registered notes, as well as all related guarantees. On March 16, 2018, the Company redeemed all of the 2022 Notes at a redemption price that was 104.313% of the principal amount outstanding plus accrued and unpaid interest. The March 16, 2018 redemption resulted in a $34.5 million prepayment premium, which was included in interest expense.

 

As of December 31, 2018, the estimated fair value of the 2024 Notes was approximately $788.0 million. The fair value of the 2024 Notes as of December 31, 2018 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 2024 Notes.

 

At any time prior to July 15, 2024, the Company may redeem on one or more occasions all or part of the 2024 Notes at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) a “make-whole” premium as of the date of the redemption, plus any accrued and unpaid interest to the date of redemption. In addition, on or after July 15, 2024, the 2024 Notes may be redeemed at a redemption price of 100% of the principal amount thereof, plus accrued and unpaid interest to the date of redemption.

 

The indenture pursuant to which the 2024 Notes were issued contains customary events of default, including, among other things, payment default, exchange default, failure to provide notices thereunder and provisions related to bankruptcy events. The indenture also contains customary negative covenants.

 

The Company was in compliance with the covenants relating to the 2024 Notes as of December 31, 2018.

 

2017 Senior Notes

 

On February 21, 2017, the Company completed a private placement offering of $1,000,000,000 aggregate principal amount of its unsecured 5.125% Senior Notes due 2027 (the 2017 Senior Notes) and used the proceeds to immediately retire the remaining $127.6 million outstanding on the then existing term loan B facility as well as repay $600 million of the term loan A facility and $250 million of the revolving credit facility under its Credit Agreement. On June 30, 2017, the Company completed an exchange offer to exchange the unregistered 2017 Senior Notes for registered notes, as well as related guarantees.

 

As of December 31, 2018, the estimated fair value of the 2017 Senior Notes was approximately $852.5 million. The fair value of the 2017 Senior Notes as of December 31, 2018 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 2017 Senior Notes. Interest will be payable on the 2017 Senior Notes at a rate of 5.125% per annum. Interest on the 2017 Senior Notes will be payable semi-annually on March 15 and September 15 of each year, commencing on September 15, 2017. The 2017 Senior Notes will mature on March 15, 2027.

 

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At any time and from time to time prior to December 15, 2026, the Company may redeem all or part of the 2017 Senior 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 to the redemption date.

 

In addition, at any time and from time to time prior to March 15, 2020, the Company may redeem up to 35% of the original aggregate principal amount of the 2017 Senior Notes with the proceeds of one or more qualified equity offerings, at a redemption price equal to 105.125%, plus accrued and unpaid interest. Furthermore, at any time on or after December 15, 2026, the Company may redeem on one or more occasions all or part of the 2017 Senior Notes at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest.

 

The indenture pursuant to which the 2017 Senior Notes were issued contains customary events of default, including, among other things, payment default, exchange default, failure to provide notices thereunder and provisions related to bankruptcy events. The indenture also contains customary negative covenants.

 

The Company was in compliance with the covenants relating to the 2017 Senior Notes as of December 31, 2018.

 

URS Senior Notes

 

In connection with the acquisition of the URS on October 17, 2014, the Company assumed the URS 3.85% Senior Notes due 2017 (2017 URS Senior Notes) and the URS 5.00% Senior Notes due 2022 (2022 URS Senior Notes), totaling $1.0 billion (URS Senior Notes). The URS acquisition triggered change in control provisions in the URS Senior Notes that allowed 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 remaining 2017 URS Senior Notes matured and were fully redeemed on April 3, 2017 for $179.2 million using proceeds from a $185 million delayed draw term loan A facility tranche under the Credit Agreement. The 2022 URS Senior Notes are general unsecured senior obligations of AECOM Global II, LLC as successor in interest to URS and are fully and unconditionally guaranteed on a joint-and-several basis by some former URS domestic subsidiary guarantors.

 

As of December 31, 2018, the estimated fair value of the 2022 URS Senior Notes was approximately $243.6 million. The carrying value of the 2022 URS Senior Notes on the Company’s Consolidated Balance Sheets as of December 31, 2018 was $247.9 million. The fair value of the 2022 URS Senior Notes as of December 31, 2018 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 2022 URS Senior Notes.

 

As of December 31, 2018, the Company was in compliance with the covenants relating to the 2022 URS Senior Notes.

 

Other Debt and Other Items

 

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 in connection with general and professional liability insurance programs and for contract performance guarantees. At December 31, 2018 and September 30, 2018, these outstanding standby letters of credit totaled $509.8 million and $486.4 million, respectively. As of December 31, 2018, the Company had $474.0 million available under these unsecured credit facilities.

 

Effective Interest Rate

 

The Company’s average effective interest rate on its total debt, including the effects of the interest rate swap agreements, during the three months ended December 31, 2018 and 2017 was 4.7% and 4.8%, respectively.

 

Interest expense in the consolidated statements of operations for the three months ended December 31, 2018 and 2017 included  amortization of deferred debt issuance costs of $2.4 million and $2.9 million, respectively.

 

8.              Derivative Financial Instruments and Fair Value Measurements

 

The Company uses 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.

 

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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 in U.S. dollar (USD), Canadian dollar (CAD), and Australian dollar (AUD), fixed rates and related expiration dates of the Company’s outstanding interest rate swap agreements were as follows:

 

December 31, 2018

 

Notional Amount
Currency

 

Notional Amount
(in millions)

 

Fixed
Rate

 

Expiration
Date

 

AUD

 

200.0

 

2.19

%

February 2021

 

CAD

 

400.0

 

2.49

%

September 2022

 

USD

 

200.0

 

2.60

%

February 2023

 

 

September 30, 2018

 

Notional Amount
Currency

 

Notional Amount
(in millions)

 

Fixed
Rate

 

Expiration
Date

 

AUD

 

200.0

 

2.19

%

February 2021

 

CAD

 

400.0

 

2.49

%

September 2022

 

USD

 

200.0

 

2.60

%

February 2023

 

 

The notional principal of outstanding foreign currency contracts to purchase AUD was AUD 52.8 million (or $39.8 million) and AUD 65.2 million (or $49.1 million) at December 31, 2018 and September 30, 2018, respectively.

 

Other Foreign Currency Forward Contracts

 

The Company uses foreign currency forward contracts which are not designated as accounting hedges to hedge intercompany transactions and other monetary assets or liabilities denominated in currencies other than the functional currency of a subsidiary. Gains and losses on these contracts were not material for the three months ended December 31, 2018 and 2017.

 

Fair Value Measurements

 

The Company’s non-pension financial assets and liabilities recorded at fair value relate to derivative instruments and were not material at December 31, 2018 or September 30, 2018.

 

See Note 13 for accumulated balances and reporting period activities of derivatives related to reclassifications out of accumulated other comprehensive loss for the three months ended December 31, 2018 and 2017. 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 options were immaterial for all periods presented. Additionally, there were no material 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, the Company entered into a contingent consideration arrangement in connection with a business acquisition. Under the arrangement, the Company agreed to pay cash to the sellers if financial performance thresholds are achieved in the future. The fair value of the contingent consideration liability, net of amounts paid, as of December 31, 2018 and September 30, 2018 was $11 million and $11 million, respectively. This liability is a Level 3 fair value measurement recorded within other accrued liabilities, and was valued based on estimated future net cash flows. Any future changes in the fair value of this contingent consideration liability will be recognized in earnings during the applicable period.

 

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9.              Share-based Payments

 

The fair value of an outstanding employee stock option award is estimated on the date of grant. The expected term of the stock option granted represents the period of time the stock option is 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 stock option on the grant date. The Company uses historical data as a basis to estimate the probability of forfeitures.

 

Stock option activity for the three months ended December 31 was as follows:

 

 

 

2018

 

2017

 

 

 

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

 

0.6

 

$

31.62

 

0.7

 

$

31.11

 

Options granted

 

 

 

 

 

Options exercised

 

 

 

(0.1

)

27.67

 

Options forfeited or expired

 

 

 

 

 

Outstanding at December 31

 

0.6

 

31.62

 

0.6

 

31.54

 

 

 

 

 

 

 

 

 

 

 

Vested and expected to vest in the future as of December 31

 

0.6

 

$

31.62

 

0.6

 

$

31.54

 

 

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 vest over a three-year service 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 was $27.50 and $37.90 during the three months ended December 31, 2018 and 2017, respectively. The weighted average grant date fair value of restricted stock unit awards was $27.50 and $36.93 during the three months ended December 31, 2018 and 2017, respectively. Total compensation expense related to these share-based payments including stock options was $15.6 million and $16.5 million during the three months ended December 31, 2018 and 2017, respectively. Unrecognized compensation expense related to total share-based payments outstanding as of December 31, 2018 and September 30, 2018 was $123.0 million and $94.3 million, respectively, to be recognized on a straight-line basis over the awards’ respective vesting periods which are generally three years.

 

10.       Income Taxes

 

The Company’s effective tax rate was (106.7)% and (60.9)% for the three months ended December 31, 2018 and 2017, respectively. The most significant item contributing to the difference between the statutory U.S. federal income tax rate of 21.0% and the Company’s effective tax rate for the three month period ended December 31, 2018 was a $38.1 million benefit related to the release of a valuation allowance on foreign tax credits. This item is not expected to have a continuing impact on the effective tax rate for the remainder of the fiscal year. The most significant items contributing to the difference between the statutory U.S. federal income tax rate of 24.5% and the Company’s effective tax rate for the three month period ended December 31, 2017 were a $41.7 million net benefit related to one-time U.S. federal tax law changes and a benefit of $11.2 million related to changes in uncertain tax positions primarily in the U.S. and Canada.

 

During the first quarter of fiscal 2019, a valuation allowance in the amount of $38.1 million related to foreign tax credits was released due to sufficient positive evidence obtained during the quarter. The positive evidence included the issuance of regulations during the quarter related to The Tax Cuts and Jobs Act (Tax Act) and forecasting the utilization of the foreign tax credits within the foreseeable future. The Company evaluated the new positive evidence against any negative evidence to determine the valuation allowance was no longer needed.

 

During the first quarter of fiscal 2018, President Trump signed the Tax Act into law. The Tax Act reduced the Company’s U.S. federal corporate tax rate from 35% to 21%, required companies to pay a one-time transition tax on accumulated earnings of foreign subsidiaries, created new taxes on certain foreign sourced earnings, and eliminated or reduced certain deductions.

 

Other significant provisions included a base erosion anti-abuse tax (BEAT) on excessive amounts paid to foreign related parties and a minimum tax on global intangible low-taxed income (GILTI). The Company has made an accounting policy election to recognize the current tax impact of GILTI as a period cost and has included the impact in the estimated annual effective tax rate as of December 31, 2018.

 

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Given the significance of the Tax Act, the SEC staff issued Staff Accounting Bulletin No. 118 (SAB 118), which allowed registrants to record provisional amounts during a one year “measurement period” similar to that used when accounting for business combinations. As of December 31, 2018, the Company has completed its accounting for the tax effects of enactment of the Tax Act.

 

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 and expenses, 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 around the world arising from the result of the base erosion and profit shifting project undertaken by the Organisation for Economic Co-operation Development which, if finalized and adopted, could have a material impact on the Company’s income tax expense and deferred tax balances.

 

The Company is currently under tax audit in several jurisdictions and believes the outcomes which are reasonably possible within the next twelve months, including lapses in statutes of limitations, could result in adjustments, but 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 gross book-tax differences in its non-U.S. subsidiaries because such basis differences of approximately $1.8 billion are able to and intended to be reinvested indefinitely. At December 31, 2018, the Company has determined it will continue to indefinitely reinvest the earnings of certain foreign subsidiaries and therefore will continue to account for these undistributed earnings based on existing accounting under ASC 740 and not accrue additional tax outside of the one-time transition tax described above. There may also be additional U.S. or foreign income tax liability upon repatriation, although the calculation of such additional taxes is not practicable.

 

11.       Earnings Per Share

 

Basic earnings per share (EPS) excludes dilution and is computed by dividing net income attributable to AECOM 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 shares for the period. The Company includes as potential common shares the weighted average dilutive effects of equity awards using the treasury stock method. For the three months ended December 31, 2018 and 2017, equity awards excluded from the calculation of potential common shares were not significant.

 

The following table sets forth a reconciliation of the denominators for basic and diluted earnings per share:

 

 

 

Three Months Ended

 

 

 

December 31,
2018

 

December 31,
2017

 

 

 

(in millions)

 

Denominator for basic earnings per share

 

156.4

 

157.9

 

Potential common shares

 

3.2

 

3.9

 

Denominator for diluted earnings per share

 

159.6

 

161.8

 

 

12.       Other Financial Information

 

Accrued expenses and other current liabilities consist of the following:

 

 

 

December 31,
2018

 

September 30,
2018

 

 

 

(in millions)

 

Accrued salaries and benefits

 

$

923.0

 

$

1,035.9

 

Accrued contract costs

 

881.8

 

861.0

 

Other accrued expenses

 

376.0

 

370.1

 

 

 

$

2,180.8

 

$

2,267.0

 

 

Accrued contract costs above include balances related to professional liability accruals of $528.0 million and $519.5 million as of December 31, 2018 and September 30, 2018, respectively. The remaining accrued contract costs primarily relate to costs for services provided by subcontractors and other non-employees. Liabilities recorded related to accrued contract losses were not material as of December 31, 2018 and September 30, 2018. The Company did not have material revisions to estimates for contracts where

 

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revenue is recognized using the percentage-of-completion method during the three months ended December 31, 2018 and 2017. In the first quarter of fiscal 2019, the Company commenced a restructuring plan to improve profitability. The Company expects to incur restructuring costs of $80 to $90 million in fiscal 2019 primarily related to personnel and real estate costs. During the first quarter of fiscal 2019, the Company incurred restructuring expenses of $63.3 million, including personnel and other costs of $46.0 million and real estate costs of $17.3 million, of which $41.2 million was accrued and unpaid at December 31, 2018. The Company incurred $22.4 million of severance expenses relating to restructuring activities during the three months ended December 31, 2017.

 

During the twelve months ended September 30, 2016, the Company recorded revenue related to the expected accelerated recovery of a pension related entitlement from the federal government of approximately $50 million, which is included in accounts receivable-net at December 31, 2018. The entitlement resulted from pension costs that are reimbursable through government contracts in accordance with Cost Accounting Standards. The accelerated recognition resulted from an amendment to freeze pension benefits under URS Federal Services, Inc. Employees Retirement Plan. The actual amount of reimbursement may vary from the Company’s expectation.

 

13.       Reclassifications out of Accumulated Other Comprehensive Loss

 

The accumulated balances and reporting period activities for the three months ended December 31, 2018 and 2017 related to reclassifications out of accumulated other comprehensive loss are summarized as follows (in millions):

 

 

 

Pension
Related
Adjustments

 

Foreign
Currency
Translation
Adjustments

 

Gain/(Loss) on
Derivative
Instruments

 

Accumulated
Other
Comprehensive
Loss

 

Balances at September 30, 2018

 

$

(202.3

)

$

(502.2

)

$

1.2

 

$

(703.3

)

Other comprehensive income (loss) before reclassification

 

3.8

 

(21.8

)

(6.8

)

(24.8

)

Amounts reclassified from accumulated other comprehensive (loss) income

 

1.5

 

 

0.5

 

2.0

 

Balances at December 31, 2018

 

$

(197.0

)

$

(524.0

)

$

(5.1

)

$

(726.1

)

 

 

 

Pension
Related
Adjustments

 

Foreign
Currency
Translation
Adjustments

 

Gain/(Loss) on
Derivative
Instruments

 

Accumulated
Other
Comprehensive
Loss

 

Balances at September 30, 2017

 

$

(281.9

)

$

(418.4

)

$

(0.4

)

$

(700.7

)

Other comprehensive (loss) income before reclassification

 

 

(6.8

)

0.5

 

(6.3

)

Amounts reclassified from accumulated other comprehensive loss

 

2.5

 

 

0.3

 

2.8

 

Balances at December 31, 2017

 

$

(279.4

)

$

(425.2

)

$

0.4

 

$

(704.2

)

 

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 its 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 some 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.

 

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At December 31, 2018, the Company was contingently liable in the amount of approximately $537.0 million in issued standby letters of credit and $5.6 billion in issued surety bonds primarily to support project execution.

 

In the ordinary course of business, the Company enters into various agreements providing financial or performance assurances to clients on behalf of certain unconsolidated partnerships, joint ventures and other jointly executed contracts. These agreements are entered into primarily to support the project execution commitments of these entities.

 

In addition, in connection with the investment activities of AECOM Capital, the Company provides guarantees of contractual obligations, including guarantees for completion of projects, repayment of debt, environmental indemnity obligations and other lender required guarantees.

 

The Company’s investment adviser jointly manages, sponsors and owns equity interest in the AECOM-Canyon Equity Fund, L.P. (the “Fund”), in which the Company has an ongoing capital commitment to fund investments. At December 31, 2018, the Company has capital commitments of $35 million to the Fund over the next 10 years.

 

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. WGI Ohio has incurred and continues to incur additional project costs outside the scope of the contract as a result of differing site and ground conditions and intends to submit additional formal claims against the DOE.

 

Due to significant delays and uncertainties about responsibilities for the scope of remaining work, final project completion costs and other associated costs have exceeded $100 million over the contracted and claimed amounts. WGI Ohio assets and liabilities, including the value of the above costs and claims, were measured at their fair value on October 17, 2014, the date AECOM acquired WGI Ohio’s parent company, which measurement has been reevaluated to account for developments pertaining to this matter. Deconstruction and decommissioning activities are completed and site restoration activities are underway. WGI Ohio increased its receivable during the quarter ended June 30, 2018.

 

WGI Ohio can provide no certainty that it will recover the claims submitted against DOE in December 2014, any future claims or 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.

 

SR-91

 

One of the Company’s wholly-owned subsidiaries, URS Corporation, entered into a partial fixed cost and partial time and material design agreement in 2012 with a design build contractor for a state route highway construction project in Riverside County and Orange County, California. On April 1, 2017, URS Corporation filed an $8.2 million amended complaint in the Superior Court of California against the design build contractor for its failure to pay for services performed under the design agreement. On July 3, 2017, the design build contractor filed an amended cross-complaint against URS Corporation and AECOM in Superior Court alleging breaches of contract, negligent interference and professional negligence pertaining to URS Corporation’s performance of design services under the design agreement, seeking purported damages of $70 million. On May 4, 2018, the design build contractor dismissed its claims for negligent interference. On May 24, 2018, URS Corporation filed an $11.9 million second amended complaint in Superior Court against the design build contractor for its failure to pay for services performed under the design agreement. URS Corporation and AECOM cannot provide assurances that URS Corporation will be successful in the recovery of the amounts owed to it under the design agreement or in their defense against the amounts alleged under the cross-complaint that they believe are without merit and that they intend to vigorously defend against. The potential range of loss in excess of any current accrual cannot be reasonably estimated at this time primarily because the matter involves complex factual and legal issues; there is substantial uncertainty regarding any alleged damages, including due to liability of and payments, by third parties; and the matter is at a discovery stage of litigation.

 

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New York Department of Environmental Conservation

 

The following separate matters pertain to government environmental allegations against an AECOM affiliate.

 

·                  In September 2017, AECOM USA, Inc., one of the Company’s wholly-owned subsidiaries, was advised by the New York State Department of Environmental Conservation (DEC) of allegations that it committed environmental permit violations pursuant to the New York Environmental Conservation Law (ECL) associated with AECOM USA, Inc.’s oversight of a stream restoration project for Schoharie County which could result in substantial penalties if calculated under the ECL’s maximum civil penalty provisions. AECOM USA, Inc. disputes this claim and intends to continue to defend this matter vigorously; however, AECOM USA, Inc. cannot provide assurances that it will be successful in these efforts. The potential range of loss in excess of any current accrual cannot be reasonably estimated at this time primarily because the matter involves complex and unique environmental and regulatory issues; the project site involves the oversight and involvement of various local, state and federal government agencies; there is substantial uncertainty regarding any alleged damages; and the matter is in its preliminary stage of the government’s claims and any negotiations of a consent order or other resolution.

 

·                  In December 2018, AECOM USA, Inc. was advised by DEC of allegations that, during AECOM USA, Inc.’s oversight of a remedial construction project in Poughkeepsie, New York, sheen escaped a containment boom line near the east bank of the Hudson River without proper notification to DEC and an unapproved dispersant was sprayed onto the Hudson River to control odors in violation of ECL. AECOM USA, Inc. denies these allegations but is working cooperatively with DEC to resolve the matter.

 

Illinois Power Generating Company

 

Advatech, LLC, a joint venture 60% owned by AECOM Energy & Construction, Inc., executed a fixed-cost engineering, procurement and construction contract for a flue-gas-desulfurization system at a coal-fired power plant owned by Illinois Power Generating Company, a wholly-owned subsidiary of Dynegy, Inc. (Genco). On September 2, 2016, Genco terminated Advatech’s contract for convenience and Advatech subsequently submitted its final contractual invoice of approximately $81 million. Advatech filed and perfected a mechanics lien on the Genco power plant property on October 17, 2016. On December 9, 2016, Genco filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas and its plan of reorganization was approved by the Bankruptcy Court on January 25, 2017 (the Bankruptcy Plan). Advatech’s contractual invoice and mechanics lien were not extinguished per the terms of the Bankruptcy Plan and remain outstanding claims. On March 15, 2017, Advatech filed a demand for arbitration and on July 21, 2017 submitted a Statement of Claim seeking reimbursement of approximately $81 million for Genco’s breach of contract and failure to reimburse Advatech for all of the cost of work performed under the contract. Arbitration proceedings occurred in October 2018.

 

Advatech intends to vigorously prosecute this matter and seeks to collect all claimed amounts under the terms of the contract; however, Advatech cannot provide assurance that it will be successful in these efforts. The resolution of this matter and any potential range of loss in excess of any current accrual cannot be reasonably determined or estimated at this time primarily because the matter has not been fully arbitrated and presents unique regulatory, bankruptcy and contractual interpretation issues.

 

15.       Reportable Segments

 

The Company’s operations are organized into four reportable segments: Design and Consulting Services (DCS), Construction Services (CS), Management Services (MS), and AECOM Capital (ACAP). 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, technical assistance, and systems integration and information technology services, primarily for agencies of the U.S. government. The Company’s ACAP segment invests in real estate and public-private partnership (P3) projects. 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.

 

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Table of Contents

 

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

 

Reportable Segments:

 

Design and
Consulting
Services

 

Construction
Services

 

Management
Services

 

AECOM
Capital

 

Corporate

 

Total

 

 

 

(in millions)

 

Three Months Ended December 31, 2018:

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

2,029.7

 

$

2,014.5

 

$

989.4

 

$

3.9

 

$

 

$

5,037.5

 

Gross profit

 

115.7

 

3.2

 

47.8

 

3.9

 

 

170.6

 

Equity in earnings (losses) of joint ventures

 

3.8

 

7.9

 

3.3

 

(2.5

)

 

12.5

 

General and administrative expenses

 

 

 

 

(1.7

)

(34.2

)

(35.9

)

Restructuring costs

 

 

 

 

 

(63.3

)

(63.3

)

Operating income (loss)

 

119.5

 

11.1

 

51.1

 

(0.3

)

(97.5

)

83.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit as a % of revenue

 

5.7

%

0.2

%

4.8

%

 

 

3.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended December 31, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

1,941.9

 

$

2,125.5

 

$

843.4

 

$

 

$

 

$

4,910.8

 

Gross profit

 

77.8

 

27.1

 

31.3

 

 

 

136.2

 

Equity in earnings of joint ventures

 

7.5

 

13.4

 

8.8

 

 

 

29.7

 

General and administrative expenses

 

 

 

 

(2.6

)

(32.1

)

(34.7

)

Operating income (loss)

 

85.3

 

40.5

 

40.1

 

(2.6

)

(32.1

)

131.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit as a % of revenue

 

4.0

%

1.3

%

3.7

%

 

 

2.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reportable Segments:

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018

 

$

7,100.0

 

$

4,168.1

 

$

2,677.7

 

$

165.9

 

$

656.0

 

$

14,767.7

 

September 30, 2018

 

7,013.8

 

4,212.0

 

2,701.2

 

140.6

 

613.5

 

14,681.1

 

 

16.       Condensed Consolidating Financial Information

 

In connection with the registration of the Company’s 2014 Senior Notes that were declared effective by the SEC on September 29, 2015, AECOM became subject to the requirements of Rule 3-10 of Regulation S-X regarding financial statements of guarantors and issuers of guaranteed securities. Both the 2014 Senior Notes and the 2017 Senior Notes are fully and unconditionally guaranteed on a joint and several basis by some of AECOM’s directly and indirectly 100% owned subsidiaries (the Subsidiary Guarantors). Other than customary restrictions imposed by applicable statutes, there are no restrictions on the ability of the Subsidiary Guarantors to transfer funds to AECOM in the form of cash dividends, loans or advances.

 

The following condensed consolidating financial information, which is presented for AECOM, the Subsidiary Guarantors on a combined basis and AECOM’s non-guarantor subsidiaries on a combined basis, is provided to satisfy the disclosure requirements of Rule 3-10 of Regulation S-X.

 

21


Table of Contents

 

Condensed Consolidating Balance Sheets

(unaudited — in millions)

December 31, 2018

 

 

 

Parent

 

Guarantor
Subsidiaries

 

Non-
Guarantor
Subsidiaries

 

Eliminations

 

Total

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

 

 

 

 

 

Total cash and cash equivalents

 

$

1.7

 

$

315.0

 

$

521.6

 

$

 

838.3

 

Accounts receivable and contract assets—net

 

 

2,580.0

 

2,965.6

 

 

5,545.6

 

Intercompany receivable

 

954.6

 

119.5

 

153.2

 

(1,227.3

)

 

Prepaid expenses and other current assets

 

91.1

 

327.6

 

262.7

 

 

681.4

 

Current assets held for sale

 

 

 

58.7

 

 

58.7

 

Income taxes receivable

 

83.4

 

 

42.3

 

 

125.7

 

TOTAL CURRENT ASSETS

 

1,130.8

 

3,342.1

 

4,004.1

 

(1,227.3

)

7,249.7

 

PROPERTY AND EQUIPMENT—NET

 

206.0

 

208.3

 

186.7

 

 

601.0

 

DEFERRED TAX ASSETS—NET

 

172.1

 

16.3

 

147.1

 

(167.6

)

167.9

 

INVESTMENTS IN CONSOLIDATED SUBSIDIARIES

 

6,658.6

 

1,993.7

 

 

(8,652.3

)

 

INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

 

6.6

 

49.3

 

285.1

 

 

341.0

 

GOODWILL

 

 

3,392.7

 

2,500.8

 

 

5,893.5

 

INTANGIBLE ASSETS—NET

 

 

207.0

 

89.7

 

 

296.7

 

OTHER NON-CURRENT ASSETS

 

38.5

 

45.3

 

134.1

 

 

217.9

 

TOTAL ASSETS

 

$

8,212.6

 

$

9,254.7

 

$

7,347.6

 

$

(10,047.2

)

14,767.7

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

 

 

 

 

Short-term debt

 

$

16.1

 

$

 

$

30.0

 

$

 

46.1

 

Accounts payable

 

65.9

 

1,564.4

 

994.3

 

 

2,624.6

 

Accrued expenses and other current liabilities

 

64.1

 

981.6

 

1,135.1

 

 

2,180.8

 

Income taxes payable

 

19.7

 

 

28.4

 

 

48.1

 

Intercompany payable

 

107.6

 

832.3

 

435.9

 

(1,375.8

)

 

Contract liabilities

 

 

333.9

 

674.3

 

 

1,008.2

 

Current liabilities held for sale

 

 

 

18.4

 

 

18.4

 

Current portion of long-term debt

 

43.6

 

27.3

 

43.8

 

 

114.7

 

TOTAL CURRENT LIABILITIES

 

317.0

 

3,739.5

 

3,360.2

 

(1,375.8

)

6,040.9

 

OTHER LONG-TERM LIABILITIES

 

118.1

 

247.9

 

346.5

 

 

712.5

 

DEFERRED TAX LIABILITY—NET

 

 

63.0

 

108.9

 

(167.5

)

4.4

 

NOTE PAYABLE INTERCOMPANY—NON CURRENT

 

806.4

 

 

492.8

 

(1,299.2

)

 

LONG-TERM DEBT

 

2,934.0

 

293.8

 

531.7

 

 

3,759.5

 

TOTAL LIABILITIES

 

4,175.5

 

4,344.2

 

4,840.1

 

(2,842.5

)

10,517.3

 

TOTAL AECOM STOCKHOLDERS’ EQUITY

 

4,037.1

 

4,910.5

 

2,334.9

 

(7,204.7

)

4,077.8

 

Noncontrolling interests

 

 

 

172.6

 

 

172.6

 

TOTAL STOCKHOLDERS’ EQUITY

 

4,037.1

 

4,910.5

 

2,507.5

 

(7,204.7

)

4,250.4

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

8,212.6

 

$

9,254.7

 

$

7,347.6

 

$

(10,047.2

)

$

14,767.7

 

 

22


Table of Contents

 

Condensed Consolidating Balance Sheets

(in millions)

September 30, 2018

 

 

 

Parent

 

Guarantor
Subsidiaries

 

Non-
Guarantor
Subsidiaries

 

Eliminations

 

Total

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS:

 

 

 

 

 

 

 

 

 

 

 

Total cash and cash equivalents

 

$

22.0

 

$

270.9

 

$

593.8

 

$

 

$

886.7

 

Accounts receivable and contract assets—net

 

 

2,544.7

 

2,924.1

 

 

5,468.8

 

Intercompany receivable

 

951.1

 

84.9

 

157.9

 

(1,193.9

)

 

Prepaid expenses and other current assets

 

52.9

 

331.6

 

200.7

 

 

585.2

 

Current assets held for sale

 

 

 

59.8

 

 

59.8

 

Income taxes receivable

 

84.6

 

 

42.2

 

 

126.8

 

TOTAL CURRENT ASSETS

 

1,110.6

 

3,232.1

 

3,978.5

 

(1,193.9

)

7,127.3

 

PROPERTY AND EQUIPMENT—NET

 

202.6

 

217.3

 

194.2

 

 

614.1

 

DEFERRED TAX ASSETS—NET

 

134.0

 

 

150.0

 

(124.6

)

159.4

 

INVESTMENTS IN CONSOLIDATED SUBSIDIARIES

 

6,364.1

 

1,912.0

 

 

(8,276.1

)

 

INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES

 

13.4

 

49.6

 

247.7

 

 

310.7

 

GOODWILL

 

 

3,392.7

 

2,528.4

 

 

5,921.1

 

INTANGIBLE ASSETS—NET

 

 

218.6

 

101.3

 

 

319.9

 

OTHER NON-CURRENT ASSETS

 

49.9

 

45.6

 

133.1

 

 

228.6

 

TOTAL ASSETS

 

$

7,874.6

 

$

9,067.9

 

$

7,333.2

 

$

(9,594.6

)

$

14,681.1

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES:

 

 

 

 

 

 

 

 

 

 

 

Short-term debt

 

$

8.4

 

$

 

$

 

$

 

$

8.4

 

Accounts payable

 

53.6

 

1,616.7

 

1,055.7

 

 

2,726.0

 

Accrued expenses and other current liabilities

 

58.8

 

1,035.6

 

1,172.7

 

 

2,267.1

 

Income taxes payable

 

10.4

 

 

29.4

 

 

39.8

 

Intercompany payable

 

105.5

 

830.8

 

416.9

 

(1,353.2

)

 

Contract liabilities

 

1.5

 

316.1

 

613.8

 

 

931.4

 

Current liabilities held for sale

 

 

 

22.3

 

 

22.3

 

Current portion of long-term debt

 

43.3

 

27.0

 

64.4

 

 

134.7

 

TOTAL CURRENT LIABILITIES

 

281.5

 

3,826.2

 

3,375.2

 

(1,353.2

)

6,129.7

 

OTHER LONG-TERM LIABILITIES

 

131.6

 

249.0

 

361.5

 

 

742.1

 

DEFERRED TAX LIABILITY—NET

 

 

63.1

 

108.9

 

(124.7

)

47.3

 

NOTE PAYABLE INTERCOMPANY—NON CURRENT

 

800.9

 

 

487.5

 

(1,288.4

)

 

LONG-TERM DEBT

 

2,627.8

 

291.4

 

564.5

 

 

3,483.7

 

TOTAL LIABILITIES

 

3,841.8

 

4,429.7

 

4,897.6

 

(2,766.3

)

10,402.8

 

TOTAL AECOM STOCKHOLDERS’ EQUITY

 

4,032.8

 

4,638.2

 

2,250.1

 

(6,828.3

)

4,092.8

 

Noncontrolling interests

 

 

 

185.5

 

 

185.5

 

TOTAL STOCKHOLDERS’ EQUITY