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): August 5, 2010
AECOM TECHNOLOGY CORPORATION
(Exact name of Registrant as specified in its charter)
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Delaware |
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1-33447 |
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61-1088522 |
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(State or Other Jurisdiction |
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(Commission |
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(I.R.S. Employer |
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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)
Registrant’s 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 August 5, 2010, AECOM Technology Corporation issued a press release announcing the financial results for its fiscal third quarter ended June 30, 2010. 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 August 5, 2010, announcing AECOM’s financial results for the third quarter ended June 30, 2010.
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: August 5, 2010 |
By: |
/s/ DAVID Y. GAN |
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David Y. Gan |
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Vice President, Assistant General Counsel |
EXHIBIT INDEX
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Exhibit |
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99.1 |
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Press Release, dated August 5, 2010, announcing AECOM’s financial results for the third quarter ended June 30, 2010. |
Exhibit 99.1
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For Immediate Release |
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NR 10-0804 |
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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 |
AECOM reports 56 cents EPS for third quarter of fiscal year 2010
· Diluted earnings per share for the third quarter increased 24% year over year to 56 cents.
· Net income from continuing operations for third quarter increased 30% year over year to $65 million.
· Operating income for the third quarter increased 26% year over year to $93 million.
· Revenue, net of other direct costs, for the third quarter increased 9% year over year to $1.1 billion.
· Revenue for third quarter increased 6% year over year to $1.6 billion.
· Backlog at June 30, 2010, increased 4% year over year to $9.7 billion.
LOS ANGELES (Aug. 5, 2010) — 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 third quarter of fiscal year 2010, which ended June 30, 2010.
AECOM reported net income of $65 million for the third quarter, or diluted earnings per share (EPS) of 56 cents. These results represent an increase of 30% over net income of $50 million — and an increase of 24% over diluted EPS of 45 cents — for the same period last year. Operating income for the third quarter increased to $93 million, 26% higher than the same period last year. For year-to-date fiscal year 2010, AECOM reported net income of $169 million and operating income of $242 million, an increase of 28% and 14%, respectively, compared to the same period last year.
Third-quarter revenue increased to $1.6 billion, 6% higher than the third quarter of fiscal year 2009. AECOM’s gross revenue includes a significant amount of pass-through costs and, therefore, the company believes revenue, net of other direct costs, which is a non-GAAP measure, also provides a valuable perspective on its business results.
AECOM’s third-quarter revenue, net of other direct costs, increased to $1.1 billion, 9% higher than the same period last year. For year-to-date fiscal year 2010, AECOM reported revenue of $4.7 billion and revenue, net of other direct costs of $3.1 billion, an increase of 5% and 9%, respectively, compared to the same period last year.
“Our efforts to leverage AECOM’s market and geographic diversification — as well as a growth model that balances organic and acquisitive growth — have served us well, as we continue to deliver industry-leading performance,” said John M. Dionisio, AECOM president and chief executive officer.
“The trajectory of our organic growth, which improved five percentage points over the second quarter, combined with the four acquisitions that we have announced since May reflect our ability to execute our growth strategy. Our acquisitions of INOCSA; Tishman and Davis Langdon; and McNeil Technologies strengthen our positions in high speed rail, turnkey construction services and intelligence services for the U.S. government, respectively — all high-growth, higher-margin markets,” Dionisio said. “In total, these acquisitions are expected to add approximately $1.7 billion in annual gross revenue and 5,800 employees to our growing enterprise.”
—more—
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 third quarter of fiscal year 2010, the PTS segment reported revenue of $1.34 billion and operating income of $108 million, compared to revenue of $1.26 billion and operating income of $81 million for the same period during fiscal year 2009. This represents a 7% increase in revenue and a 34% increase in operating income year over year. PTS revenue, net of other direct costs, increased 8% year over year to $1.0 billion.
Management Support Services
The MSS segment provides program and facilities management and maintenance, training, logistics, consulting, technical assistance and systems integration services, primarily for agencies of the U.S. government.
For the third quarter of fiscal year 2010, the MSS segment reported revenue of $297 million and operating income of $13 million, compared to revenue of $286 million and operating income of $13 million for the same period during fiscal year 2009. This represents a 4% increase in revenue and a 2% decrease in operating income year over year.
Backlog
AECOM announced backlog totaling $9.7 billion at June 30, 2010, a 4% increase year over year.
Balance Sheet
At June 30, 2010, the company had $294 million of total cash and cash equivalents, $189 million of debt and $600 million in committed bank facilities with $439 million in unused capacity. Subsequent to the close of the quarter, the company announced the issuance of $250 million of senior notes for general corporate purposes, including acquisitions.
Outlook
“During the third quarter of fiscal year 2010, we continued to execute our growth strategy, resulting in a 30% year-over-year increase in net income,” said Michael S. Burke, AECOM executive vice president and chief financial officer. “Our PTS wins during the quarter improved by $250 million and our MSS opportunities remain strong, with nearly $7 billion of proposals currently under evaluation. Based on our results through the third quarter of the fiscal year, we are maintaining our EPS guidance for fiscal year 2010 in the range of $1.97 to $2.05 — which at the midpoint of the range, represents annual growth of 18%.”
AECOM is hosting a conference call on Aug. 5, 2010, at 11 a.m. EDT, during which management will make a brief presentation on the company’s results, strategies and operating trends. Interested parties can listen to the conference call and view accompanying slides via webcast at www.aecom.com. The webcast will be available for replay following the call. Those wishing to dial in to the call via telephone can do so at (866) 788-0539 or (857) 350-1677 and providing the passcode 75099755.
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, energy, water and government. With approximately 46,000 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 world’s built, natural, and social environments. A Fortune 500 company, AECOM serves clients in more than 100 countries and had revenue of $6.3 billion during the 12-month period ended June 30, 2010. 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 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 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.
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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Nine Months Ended |
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June 30, 2010 |
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June 30, 2009 |
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June 30, 2010 |
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June 30, 2009 |
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Revenue |
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$ |
1,635,183 |
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$ |
1,541,289 |
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$ |
4,717,133 |
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$ |
4,491,975 |
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Other direct costs |
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572,519 |
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570,654 |
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1,640,279 |
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1,664,289 |
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Revenue, net of other direct costs (non-GAAP) |
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1,062,664 |
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970,635 |
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3,076,854 |
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2,827,686 |
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Cost of revenue, net of other direct costs |
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947,599 |
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883,118 |
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2,770,917 |
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2,571,629 |
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Gross profit |
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115,065 |
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87,517 |
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305,937 |
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256,057 |
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Equity in earnings of joint ventures |
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5,941 |
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6,153 |
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13,770 |
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16,793 |
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General and administrative expenses |
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28,327 |
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20,071 |
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78,090 |
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61,248 |
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Income from operations |
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92,679 |
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73,599 |
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241,617 |
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211,602 |
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Other income (expense) |
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(253 |
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3,248 |
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3,280 |
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(2,958 |
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Interest income (expense), net |
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(1,126 |
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(2,617 |
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(4,486 |
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(8,134 |
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Income from continuing operations before income tax expense |
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91,300 |
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74,230 |
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240,411 |
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200,510 |
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Income tax expense |
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22,665 |
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21,187 |
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60,178 |
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57,078 |
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Income from continuing operations |
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68,635 |
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53,043 |
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180,233 |
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143,432 |
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Discontinued operations, net of tax |
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— |
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1,118 |
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(77 |
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2,810 |
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Net income |
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68,635 |
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54,161 |
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180,156 |
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146,242 |
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Noncontrolling interest in income of consolidated subsidiaries, net of tax |
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(3,793 |
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(3,040 |
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(11,043 |
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(10,818 |
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Net income attributable to AECOM |
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$ |
64,842 |
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$ |
51,121 |
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$ |
169,113 |
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$ |
135,424 |
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Net income allocation: |
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Preferred stock dividend |
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$ |
34 |
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$ |
34 |
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$ |
104 |
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$ |
105 |
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Net income available for common stockholders |
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64,808 |
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51,087 |
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169,009 |
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135,319 |
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Net income attributable to AECOM |
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$ |
64,842 |
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$ |
51,121 |
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$ |
169,113 |
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$ |
135,424 |
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Net income attributable to AECOM per share: |
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Basic |
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Continuing operations |
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$ |
0.57 |
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$ |
0.45 |
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$ |
1.49 |
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$ |
1.24 |
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Discontinued operations |
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— |
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0.01 |
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(0.01 |
) |
0.03 |
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$ |
0.57 |
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$ |
0.46 |
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$ |
1.48 |
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$ |
1.27 |
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Diluted |
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Continuing operations |
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$ |
0.56 |
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$ |
0.45 |
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$ |
1.47 |
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$ |
1.22 |
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Discontinued operations |
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— |
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0.01 |
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— |
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0.03 |
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$ |
0.56 |
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$ |
0.46 |
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$ |
1.47 |
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$ |
1.25 |
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Weighted average shares outstanding: |
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Basic |
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114,539 |
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109,872 |
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113,831 |
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106,955 |
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Diluted |
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115,620 |
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111,515 |
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115,054 |
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108,761 |
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AECOM Technology Corporation
Balance Sheet and Cash Flow Information
(in thousands)
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June 30, 2010 |
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September 30, 2009 |
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Balance Sheet Information: |
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Cash and cash equivalents |
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$ |
293,882 |
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$ |
290,777 |
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Working capital |
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811,462 |
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657,796 |
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Working capital, net of cash and cash equivalents |
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517,580 |
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367,019 |
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Total debt |
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188,791 |
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171,209 |
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Total assets |
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3,999,840 |
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3,789,881 |
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Total stockholders’ equity |
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1,970,694 |
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1,729,718 |
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Nine Months Ended |
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June 30, 2010 |
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June 30, 2009 |
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Cash Flow Information: |
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Net cash provided by operating activities |
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$ |
43,749 |
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$ |
107,866 |
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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 June 30, 2010 |
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Revenue |
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$ |
1,337,803 |
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$ |
297,380 |
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$ |
— |
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$ |
1,635,183 |
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Other direct costs |
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372,683 |
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199,836 |
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— |
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572,519 |
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Revenue, net of other direct costs (non-GAAP) |
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965,120 |
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97,544 |
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— |
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1,062,664 |
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Cost of revenue, net of other direct costs |
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859,187 |
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88,412 |
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— |
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947,599 |
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Gross profit |
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105,933 |
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9,132 |
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— |
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115,065 |
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Equity in earnings of joint ventures |
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2,237 |
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3,704 |
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— |
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5,941 |
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General and administrative expenses |
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— |
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— |
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28,327 |
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28,327 |
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Income from operations |
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$ |
108,170 |
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$ |
12,836 |
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$ |
(28,327 |
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$ |
92,679 |
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Gross profit as a % of revenue |
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7.9 |
% |
3.1 |
% |
— |
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7.0 |
% |
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Gross profit as a % of revenue, net of other direct costs (non-GAAP) |
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11.0 |
% |
9.4 |
% |
— |
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10.8 |
% |
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Three Months Ended June 30, 2009 |
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Revenue |
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$ |
1,255,039 |
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$ |
286,250 |
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$ |
— |
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$ |
1,541,289 |
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Other direct costs |
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358,024 |
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212,630 |
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— |
|
570,654 |
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Revenue, net of other direct costs (non-GAAP) |
|
897,015 |
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73,620 |
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— |
|
970,635 |
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Cost of revenue, net of other direct costs |
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819,830 |
|
63,288 |
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— |
|
883,118 |
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||||
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Gross profit |
|
77,185 |
|
10,332 |
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— |
|
87,517 |
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Equity in earnings of joint ventures |
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3,397 |
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2,756 |
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— |
|
6,153 |
|
||||
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General and administrative expenses |
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— |
|
— |
|
20,071 |
|
20,071 |
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||||
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Income from operations |
|
$ |
80,582 |
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$ |
13,088 |
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$ |
(20,071 |
) |
$ |
73,599 |
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||||
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Gross profit as a % of revenue |
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6.2 |
% |
3.6 |
% |
— |
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5.7 |
% |
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Gross profit as a % of revenue, net of other direct costs (non-GAAP) |
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8.6 |
% |
14.0 |
% |
— |
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9.0 |
% |
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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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Nine Months Ended June 30, 2010 |
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Revenue |
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$ |
3,859,190 |
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$ |
857,943 |
|
$ |
— |
|
$ |
4,717,133 |
|
|
Other direct costs |
|
1,044,232 |
|
596,047 |
|
— |
|
1,640,279 |
|
||||
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Revenue, net of other direct costs (non-GAAP) |
|
2,814,958 |
|
261,896 |
|
— |
|
3,076,854 |
|
||||
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Cost of revenue, net of other direct costs |
|
2,541,919 |
|
228,998 |
|
— |
|
2,770,917 |
|
||||
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Gross profit |
|
273,039 |
|
32,898 |
|
— |
|
305,937 |
|
||||
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Equity in earnings of joint ventures |
|
6,527 |
|
7,243 |
|
— |
|
13,770 |
|
||||
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General and administrative expenses |
|
— |
|
— |
|
78,090 |
|
78,090 |
|
||||
|
Income from operations |
|
$ |
279,566 |
|
$ |
40,141 |
|
$ |
(78,090 |
) |
$ |
241,617 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
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Gross profit as a % of revenue |
|
7.1 |
% |
3.8 |
% |
— |
|
6.5 |
% |
||||
|
Gross profit as a % of revenue, net of other direct costs (non-GAAP) |
|
9.7 |
% |
12.6 |
% |
— |
|
9.9 |
% |
||||
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|
|
|
|
|
|
|
|
|
|
||||
|
Contracted backlog |
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$ |
4,973,783 |
|
$ |
506,293 |
|
$ |
— |
|
$ |
5,480,076 |
|
|
Awarded backlog |
|
3,342,961 |
|
838,873 |
|
— |
|
4,181,834 |
|
||||
|
Total Backlog |
|
$ |
8,316,744 |
|
$ |
1,345,166 |
|
$ |
— |
|
$ |
9,661,910 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Nine Months Ended June 30, 2009 |
|
|
|
|
|
|
|
|
|
||||
|
Revenue |
|
$ |
3,724,520 |
|
$ |
767,455 |
|
$ |
— |
|
$ |
4,491,975 |
|
|
Other direct costs |
|
1,080,460 |
|
583,829 |
|
— |
|
1,664,289 |
|
||||
|
Revenue, net of other direct costs (non-GAAP) |
|
2,644,060 |
|
183,626 |
|
— |
|
2,827,686 |
|
||||
|
Cost of revenue, net of other direct costs |
|
2,419,260 |
|
152,369 |
|
— |
|
2,571,629 |
|
||||
|
Gross profit |
|
224,800 |
|
31,257 |
|
— |
|
256,057 |
|
||||
|
Equity in earnings of joint ventures |
|
9,783 |
|
7,010 |
|
— |
|
16,793 |
|
||||
|
General and administrative expenses |
|
— |
|
— |
|
61,248 |
|
61,248 |
|
||||
|
Income from operations |
|
$ |
234,583 |
|
$ |
38,267 |
|
$ |
(61,248 |
) |
$ |
211,602 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Gross profit as a % of revenue |
|
6.0 |
% |
4.1 |
% |
— |
|
5.7 |
% |
||||
|
Gross profit as a % of revenue, net of other direct costs (non-GAAP) |
|
8.5 |
% |
17.0 |
% |
— |
|
9.1 |
% |
||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
Contracted backlog |
|
$ |
4,660,168 |
|
$ |
445,510 |
|
$ |
— |
|
$ |
5,105,678 |
|
|
Awarded backlog |
|
3,845,985 |
|
296,880 |
|
— |
|
4,142,865 |
|
||||
|
Total Backlog |
|
$ |
8,506,153 |
|
$ |
742,390 |
|
$ |
— |
|
$ |
9,248,543 |
|
***