UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 12, 2008
AECOM TECHNOLOGY CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware |
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1-33447 |
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61-1088522 |
(State or Other Jurisdiction |
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(Commission |
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(I.R.S. Employer |
of Incorporation) |
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File Number) |
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Identification No.) |
555 South Flower Street, Suite 3700
Los Angeles, California 90071
(Address of Principal Executive Offices, including Zip Code)
Registrants telephone number, including area code (213) 593-8000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On November 12, 2008, AECOM Technology Corporation issued a press release announcing the financial results for its fiscal fourth quarter and fiscal year ended September 30, 2008. A copy of the press release is attached to this report as Exhibit 99.1. Exhibit 99.1 attached hereto shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release, dated November 12, 2008, announcing AECOMs financial results for the fiscal fourth quarter and fiscal year ended September 30, 2008.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.
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AECOM TECHNOLOGY CORPORATION |
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Dated: November 12, 2008 |
By: |
/s/ DAVID Y. GAN |
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David Y. Gan |
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Vice President, Assistant General Counsel |
3
EXHIBIT INDEX
Exhibit |
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99.1 |
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Press Release, dated November 12, 2008, announcing AECOMs financial results for the fiscal fourth quarter and fiscal year ended September 30, 2008. |
4
Exhibit 99.1
News Release
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Contact: |
Paul Gennaro |
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SVP & Chief Communications Officer |
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212.973.3167 |
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paul.gennaro@aecom.com |
For immediate release
NR 08-1102
AECOM reports net income, revenue, backlog for fourth quarter, full fiscal year 2008
· Fourth-quarter diluted earnings per share increased 41% year over year to 41 cents, including 1 cent per share from discontinued operations.
· Diluted earnings per share for the year ended September 30 increased 23% year over year to $1.41, including 1 cent per share from discontinued operations.
· Net income for fourth quarter increased 48% year over year to $43.5 million.
· Net income for year ended September 30 increased 47% year over year to $147.2 million.
· Revenue for fourth quarter increased 46% year over year to $1.6 billion.
· Revenue for year ended September 30 increased 23% year over year to $5.2 billion.
· Cash flow from operations increased by 15% to $158.1 million for year ended September 30.
· Total backlog at September 30 increased 43% year over year to $8.6 billion.
· Diluted earnings-per-share range outlook of $1.60 to $1.70 provided for full fiscal year 2009.
LOS ANGELES (November 12, 2008) AECOM Technology Corporation (NYSE: ACM), a leading provider of professional technical and management support services for government and commercial clients around the world, announced today its financial results for the fourth quarter and full fiscal year ended September 30, 2008.
AECOM reported net income of $43.5 million for the fourth quarter and diluted earnings per share (EPS) from continuing operations of 40 cents for the fourth quarter. This represents an increase of 48% over net income of $29.4 million for the same period last year and an increase of 38% over diluted earnings per share of 29 cents for the same period last year.
The above diluted EPS from continuing operations excludes 1 cent of earnings per share from discontinued operations for the fourth quarter 2008. Those operations were associated with the non-strategic assets acquired as part of the July 2008 Earth Tech transaction that AECOM has either divested or intends to divest.
more
Fourth-quarter revenue increased to $1.6 billion, 46% higher than the fourth quarter of fiscal year 2007. AECOMs gross revenue includes a significant amount of pass-through costs and, therefore, the company believes that revenue, net of other direct costs, which is a non-GAAP measure, also provides a valuable perspective on its business results. Fourth-quarter revenue, net of other direct costs, increased to $1.0 billion, 51% higher than the same period last year.
For the full fiscal year 2008, AECOM reported net income of $147.2 million and diluted EPS from continuing operations of $1.40. This represents an increase of 47% over net income of $100.3 million for the same period last year and an increase of 22% over diluted EPS of $1.15 for the same period last year.
Revenue for fiscal year 2008 was $5.2 billion 23% higher than fiscal year 2007. For fiscal year 2008, the companys revenue, net of other direct costs, increased 37% to $3.3 billion.
Our results were marked by solid, sustained growth across our practice areas and throughout virtually all our global operations, said John M. Dionisio, AECOM president and chief executive officer. We finished the fiscal year with a number of key wins that reflect the continued demand in the global infrastructure market. Looking forward, we intend to continue to leverage AECOMs market and geographic diversification to drive organic growth balanced by acquisitive growth that is a hallmark of our business model.
Business Segments
In addition to providing consolidated financial results, AECOM reports separate financial information for its two segments: Professional Technical Services (PTS) and Management Support Services (MSS).
Professional Technical Services
The PTS segment delivers planning, consulting, architecture and engineering design, and program and construction management services to institutional, commercial and government clients worldwide.
For the fourth quarter of fiscal year 2008, the PTS segment reported revenue of $1.4 billion and operating income of $90.7 million. This represents an increase of 51% over revenue of $917.2 million for the same period last year and an increase of 71% over operating income of $52.9 million for the same period last year. For the full year, the PTS segment reported revenue of $4.3 billion and operating income of $275.2 million. This represents an increase of 27% over revenue of $3.4 billion for the same period last year and an increase of 52% over operating income of $181.2 million for the same period last year.
PTS revenue, net of other direct costs, increased 51% for the fourth quarter of fiscal year 2008, to $964.1 million. For the full fiscal year 2008, PTS revenue, net of other direct costs, increased 36% to $3.1 billion.
2
Management Support Services
The MSS segment provides facilities management and maintenance, training, logistics, consulting, technical assistance and systems integration services, primarily for agencies of the U.S. government.
For the fourth quarter of fiscal year 2008, the MSS segment reported revenue of $246.7 million and operating income of $6.1 million. This represents an increase of 25% over revenue of $197.1 million for the same period last year and a decrease of 5% from operating income of $6.5 million for the same period last year. MSS operating income results for the quarter were negatively impacted by reserves that were established for a pending government contract modification. For the full year, the MSS segment reported revenue of $866.8 million and operating income of $34.2 million. This represents an increase of 6% over revenue of $818.6 million for the same period last year and an increase of 20% over operating income of $28.6 million for the same period last year.
MSS revenue, net of other direct costs, increased 52% for the fourth quarter of fiscal year 2008, to $45.0 million. For the full fiscal year 2008, MSS revenue, net of other direct costs, increased 42% to $155.8 million.
Balance Sheet
As of September 30, 2008, AECOM had $190.0 million of cash, $81.4 million in auction rate securities classified as marketable securities, $391.0 million of debt and $650.0 million in committed bank facilities with over $300 million in unused capacity. In November 2008, AECOM sold its $81.4 million of auction rate securities at par value.
Outlook
AECOM announced total backlog of $8.6 billion at September 30, 2008, a 43% increase year over year and a 21% increase over the backlog balance at June 30, 2008.
We continue to generate strong cash flow from operations and we are in a solid cash position, said Michael S. Burke, AECOM executive vice president, chief corporate officer and chief financial officer. We have in excess of $300 million of available borrowing capacity under our credit facilities and are well positioned to opportunistically invest in organic initiatives as well as strategic acquisitions.
Based on the continued strong outlook for the business, AECOM expects diluted earnings per share results for fiscal year 2009 to be in the range of $1.60 to $1.70.
AECOM is hosting a conference call today at 11 a.m. EST, during which management will make a brief presentation focusing on the companys results, strategies and operating trends. Interested parties can listen to the conference call and view accompanying slides via webcast on the Internet at www.aecom.com. The webcast will be available for replay following the call.
About AECOM
AECOM (NYSE: ACM) is a global provider of professional technical and management support services to a broad range of markets, including transportation, facilities, environmental and energy. With 43,000 employees around the world, AECOM is a leader in all of the key markets that it serves. AECOM provides a blend of global reach, local knowledge, innovation, and technical excellence in delivering solutions that enhance and sustain the worlds built, natural, and social environments. AECOM serves clients in more than 100 countries and had revenue of $5.2 billion during its fiscal year 2008. More information on AECOM and its services can be found at www.aecom.com.
Forward-Looking Statements: All statements in this press release other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws, including any projections of earnings or other financial items; any statements of the plans, strategies and objectives for future operations; and any statements regarding future economic conditions or performance. Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Important factors that could cause our actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in forward-looking
3
statements include: uncertainties related to funding, audits, modifications and termination of long-term government contracts; losses under fixed-price contracts; limited control over operations run through our joint venture entities; misconduct by our employees or consultants or our failure to comply with laws or regulations; failure to successfully execute our merger and acquisition strategy; the need to retain and recruit key technical and management personnel; and unexpected adjustments and cancellations related to our backlog. Additional factors that could cause actual results to differ materially from our forward-looking statements are set forth in our reports filed with the Securities and Exchange Commission. We do not intend, and undertake no obligation, to update any forward-looking statement.
4
AECOM Technology Corporation
Condensed Consolidated Statement of Income
(in thousands, except per share data)
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Three Months Ended |
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Twelve Months Ended |
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September 30, |
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September 30, |
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September 30, |
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September 30, |
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Revenue |
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$ |
1,628,908 |
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$ |
1,114,356 |
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$ |
5,194,482 |
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$ |
4,237,270 |
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Other direct costs |
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619,821 |
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445,394 |
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1,905,773 |
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1,832,001 |
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Revenue, net of other direct costs |
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1,009,087 |
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668,962 |
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3,288,709 |
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2,405,269 |
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Cost of revenue, net of other direct costs |
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922,310 |
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613,762 |
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3,001,513 |
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2,207,316 |
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Gross profit |
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86,777 |
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55,200 |
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287,196 |
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197,953 |
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Equity in earnings of joint ventures |
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10,029 |
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4,200 |
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22,192 |
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11,828 |
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General and administrative expenses |
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25,672 |
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17,095 |
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70,581 |
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53,842 |
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Income from operations |
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71,134 |
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42,305 |
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238,807 |
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155,939 |
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Minority interest in share of earnings |
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2,651 |
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7,346 |
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13,590 |
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16,404 |
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Gain on sale of equity investment |
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11,286 |
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Non-Operating income |
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(2,566 |
) |
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(3,438 |
) |
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Interest income (expense) - net |
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(3,375 |
) |
6,294 |
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736 |
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(3,321 |
) |
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Income before income tax expense |
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62,542 |
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41,253 |
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222,515 |
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147,500 |
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Income tax expense |
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20,124 |
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11,860 |
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76,321 |
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47,203 |
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Income from continuing operations |
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42,418 |
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29,393 |
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146,194 |
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100,297 |
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Discontinued operations, net of tax |
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1,032 |
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1,032 |
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Net income |
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$ |
43,450 |
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$ |
29,393 |
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$ |
147,226 |
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$ |
100,297 |
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Net income allocation: |
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Preferred stock dividend |
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$ |
37 |
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$ |
65 |
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$ |
168 |
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$ |
249 |
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Net income available for common stockholders |
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43,413 |
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29,328 |
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147,058 |
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100,048 |
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Net income |
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$ |
43,450 |
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$ |
29,393 |
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$ |
147,226 |
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$ |
100,297 |
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Net income per share: |
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Basic |
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Continuing operations |
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$ |
0.41 |
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$ |
0.30 |
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$ |
1.44 |
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$ |
1.37 |
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Discontinued operations |
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0.01 |
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0.01 |
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$ |
0.42 |
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$ |
0.30 |
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$ |
1.45 |
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$ |
1.37 |
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Diluted |
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Continuing operations |
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$ |
0.40 |
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$ |
0.29 |
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$ |
1.40 |
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$ |
1.15 |
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Discontinued operations |
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0.01 |
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0.01 |
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$ |
0.41 |
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$ |
0.29 |
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$ |
1.41 |
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$ |
1.15 |
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Weighted average shares outstanding: |
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Basic |
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103,583 |
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98,362 |
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101,456 |
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73,091 |
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Diluted |
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105,817 |
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101,952 |
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104,215 |
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87,537 |
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5
AECOM Technology Corporation
Balance Sheet and Cash Flow Information
(in thousands)
|
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September 30, |
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September 30, |
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Balance Sheet Information: |
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Cash and cash equivalents |
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$ |
190,022 |
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$ |
216,911 |
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Working capital |
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632,092 |
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597,655 |
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Working capital, net of cash and cash equivalents |
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442,070 |
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380,744 |
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Total debt |
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391,009 |
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47,950 |
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Total stockholders equity |
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1,422,993 |
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1,278,485 |
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Twelve Months Ended |
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September 30, |
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September 30, |
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Cash Flow Information: |
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Net cash provided by continuing operations |
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$ |
158,100 |
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$ |
137,463 |
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6
AECOM TECHNOLOGY CORPORATION
Reportable Segments
(in thousands)
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Professional |
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Management |
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Corporate |
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Total |
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Three Months Ended September 2008 |
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Revenue |
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$ |
1,382,177 |
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$ |
246,731 |
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$ |
|
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$ |
1,628,908 |
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Other direct costs |
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418,116 |
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201,705 |
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619,821 |
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Revenue, net of other direct costs |
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964,061 |
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45,026 |
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1,009,087 |
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Cost of revenue, net of other direct costs |
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880,042 |
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42,268 |
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922,310 |
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Gross profit |
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84,019 |
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2,758 |
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86,777 |
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Gross profit as a % of revenue |
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6.1 |
% |
1.1 |
% |
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5.3 |
% |
||||
Gross profit as a % of revenue, net of other direct costs |
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8.7 |
% |
6.1 |
% |
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8.6 |
% |
||||
Equity in earnings of joint ventures |
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6,650 |
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3,379 |
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10,029 |
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General and administrative expenses |
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25,672 |
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25,672 |
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Segment income from operations |
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90,669 |
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6,137 |
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(25,672 |
) |
71,134 |
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Three Months Ended September 2007 |
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Revenue |
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$ |
917,247 |
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$ |
197,109 |
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$ |
|
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$ |
1,114,356 |
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Other direct costs |
|
277,987 |
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167,407 |
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|
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445,394 |
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Revenue, net of other direct costs |
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639,260 |
|
29,702 |
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|
|
668,962 |
|
||||
Cost of revenue, net of other direct costs |
|
588,072 |
|
25,690 |
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|
|
613,762 |
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||||
Gross profit |
|
51,188 |
|
4,012 |
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|
|
55,200 |
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||||
Gross profit as a % of revenue |
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5.6 |
% |
2.0 |
% |
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5.0 |
% |
||||
Gross profit as a % of revenue, net of other direct costs |
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8.0 |
% |
13.5 |
% |
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8.3 |
% |
||||
Equity in earnings of joint ventures |
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1,750 |
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2,450 |
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|
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4,200 |
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||||
General and administrative expenses |
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|
|
|
|
17,095 |
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17,095 |
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Segment income from operations |
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52,938 |
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6,462 |
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(17,095 |
) |
42,305 |
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|
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Twelve Months Ended September 2008 |
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|
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Revenue |
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$ |
4,327,671 |
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$ |
866,811 |
|
$ |
|
|
$ |
5,194,482 |
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Other direct costs |
|
1,194,739 |
|
711,034 |
|
|
|
1,905,773 |
|
||||
Revenue, net of other direct costs |
|
3,132,932 |
|
155,777 |
|
|
|
3,288,709 |
|
||||
Cost of revenue, net of other direct costs |
|
2,871,020 |
|
130,493 |
|
|
|
3,001,513 |
|
||||
Gross profit |
|
261,912 |
|
25,284 |
|
|
|
287,196 |
|
||||
Gross profit as a % of revenue |
|
6.1 |
% |
2.9 |
% |
|
|
5.5 |
% |
||||
Gross profit as a % of revenue, net of other direct costs |
|
8.4 |
% |
16.2 |
% |
|
|
8.7 |
% |
||||
Equity in earnings of joint ventures |
|
13,280 |
|
8,912 |
|
|
|
22,192 |
|
||||
General and administrative expenses |
|
|
|
|
|
70,581 |
|
70,581 |
|
||||
Segment income from operations |
|
275,192 |
|
34,196 |
|
(70,581 |
) |
238,807 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Segment assets |
|
3,284,989 |
|
216,537 |
|
90,164 |
|
3,591,690 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Twelve Months Ended September 2007 |
|
|
|
|
|
|
|
|
|
||||
Revenue |
|
$ |
3,418,683 |
|
$ |
818,587 |
|
$ |
|
|
$ |
4,237,270 |
|
Other direct costs |
|
1,122,967 |
|
709,034 |
|
|
|
1,832,001 |
|
||||
Revenue, net of other direct costs |
|
2,295,716 |
|
109,553 |
|
|
|
2,405,269 |
|
||||
Cost of revenue, net of other direct costs |
|
2,117,271 |
|
90,045 |
|
|
|
2,207,316 |
|
||||
Gross profit |
|
178,445 |
|
19,508 |
|
|
|
197,953 |
|
||||
Gross profit as a % of revenue |
|
5.2 |
% |
2.4 |
% |
|
|
4.7 |
% |
||||
Gross profit as a % of revenue, net of other direct costs |
|
7.8 |
% |
17.8 |
% |
|
|
8.2 |
% |
||||
Equity in earnings of joint ventures |
|
2,710 |
|
9,118 |
|
|
|
11,828 |
|
||||
General and administrative expenses |
|
|
|
|
|
53,842 |
|
53,842 |
|
||||
Segment income from operations |
|
181,155 |
|
28,626 |
|
(53,842 |
) |
155,939 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Segment assets |
|
1,909,098 |
|
170,043 |
|
412,680 |
|
2,491,821 |
|
7