Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Based on management’s evaluation, with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), our CEO and CFO have concluded that our disclosure controls and procedures as defined in Rules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act), were effective as of September 30, 2022 to ensure that information required to be disclosed by us in this Annual Report on Form 10-K or submitted under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and (ii) accumulated and communicated to our management, including our principal executive and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of the effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management, with the participation of our CEO and CFO, assessed the effectiveness of our internal control over financial reporting as of September 30, 2022, the end of our fiscal year. Our management based its assessment on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our management’s assessment included evaluation and testing of the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.
Based on our management’s assessment, our management has concluded that our internal control over financial reporting was effective as of September 30, 2022. Our management communicated the results of its assessment to the Audit Committee of our Board of Directors.
Our independent registered public accounting firm, Ernst & Young LLP, audited our financial statements for the fiscal year ended September 30, 2022 included in this Annual Report on Form 10-K, and has issued an audit report with respect to the effectiveness of the Company’s internal control over financial reporting, a copy of which is included earlier in this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the fiscal quarter ended September 30, 2022 identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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ITEM 9B. OTHER INFORMATION
The Company expects to incur restructuring costs of approximately $30 million to $40 million in fiscal year 2023 primarily related to ongoing actions that are expected to deliver continued margin improvement and efficiencies. Total cash costs for the restructuring are expected to be approximately $30 million to $40 million.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Incorporated by reference from our definitive proxy statement for the 2023 Annual Meeting of Stockholders, to be filed within 120 days of our fiscal 2022 year end.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference from our definitive proxy statement for the 2023 Annual Meeting of Stockholders, to be filed within 120 days of our fiscal 2022 year end.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS
Other than with respect to the information relating to our equity compensation plans, which is incorporated herein by reference to Part II, Item 5, “Equity Compensation Plans” of this Form 10-K, the information required by this item is incorporated by reference from our definitive proxy statement for the 2023 Annual Meeting of Stockholders, to be filed within 120 days of our fiscal 2022 year end.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Incorporated by reference from our definitive proxy statement for the 2023 Annual Meeting of Stockholders, to be filed within 120 days of our fiscal 2022 year end.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Incorporated by reference from our definitive proxy statement for the 2023 Annual Meeting of Stockholders, to be filed within 120 days of our fiscal 2022 year end.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Documents filed as part of this report:
(1) The Company’s Consolidated Financial Statements at September 30, 2022 and 2021 and for each of the three years in the period ended September 30, 2022 and the notes thereto, together with the report of the independent auditors on those Consolidated Financial Statements are hereby filed as part of this report.
(2) Financial Statement Schedule II—Valuation and Qualifying Accounts for the Years Ended September 30, 2022, 2021 and 2020.
(3) See Exhibits and Index to Exhibits, below.
(b) Exhibits.
Incorporated by
Reference (Exchange Act
Filings Located at File
Exhibit
No. 0-52423)
Filed
Number
Exhibit Description
Form
Exhibit
Filing Date
Herewith
3.1
Amended and Restated Certificate of Incorporation of AECOM Technology Corporation.
10-K
3.1
11/21/2011
3.2
Certificate of Amendment to Amended and Restated Certificate of Incorporation of AECOM Technology Corporation.
S-4
3.2
8/1/2014
3.3
Certificate of Correction of Amended and Restated Certificate of Incorporation of AECOM Technology Corporation.
10-K
3.3
11/17/2014
3.4
Certificate of Amendment to the Company’s Certificate of Incorporation.
8-K
3.1
1/9/2015
3.5
Certificate of Amendment to the Company’s Certificate of Incorporation.
8-K
3.1
3/3/2017
3.6
Amended and Restated Bylaws.
8-K
3.2
11/15/2018
4.1
Form of Common Stock Certificate.
Form 10
4.1
1/29/2007
4.2
Description of Registrant’s Securities.
10-K
4.2
11/19/2020
4.3
Indenture, dated as of February 21, 2017, by and among AECOM, the Guarantors party thereto and U.S. Bank, National Association, as trustee.
8-K
4.1
2/21/2017
4.4
First Supplemental Indenture, dated as of March 13, 2018, by and among AECOM, the guarantors party thereto and U.S. Bank National Association.
8-K
10.3
3/14/2018
4.5
Second Supplemental Indenture, dated as of April 23, 2020, by and among AECOM, the guarantors party thereto and U.S. Bank National Association.
10-Q
10.2
5/6/2020
4.6
Credit Agreement, dated as of October 17, 2014, among AECOM Technology Corporation and certain of its subsidiaries, as borrowers, certain lenders, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, MUFG Union Bank, N.A., BNP Paribas, JPMorgan Chase Bank, N.A., and the Bank of Nova Scotia, as Co-Syndication Agents, and BBVA Compass, Credit Agricole Corporate and Investment Bank, HSBC Bank USA, National Association, Sumitomo Mitsui Banking Corporation and Wells Fargo Bank, National Association, as Co-Documentation Agents.
8-K
10.1
10/17/2014
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Incorporated by
Reference (Exchange Act
Filings Located at File
Exhibit
No. 0-52423)
Filed
Number
Exhibit Description
Form
Exhibit
Filing Date
Herewith
4.7
Amendment No. 1 to the Credit Agreement, dated as of July 1, 2015, by and among AECOM and certain of its subsidiaries, as borrowers, certain lenders, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
8-K
10.1
7/7/2015
4.8
Amendment No. 2 to Credit Agreement, dated as of December 22, 2015, among the Company, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender, and an L/C Issuer.
8-K
10.1
12/22/2015
4.9
Amendment No. 3 to Credit Agreement and Amendment No. 1 to the Security Agreement, dated as of September 29, 2016, among the Company, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender, and an L/C Issuer.
8-K
10.1
9/30/2016
4.10
Amendment No. 4 to Credit Agreement dated as of March 31, 2017, among the Company, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender, and an L/C Issuer.
8-K
10.1
4/6/2017
4.11
Amendment No. 5 to Credit Agreement dated as of March 13, 2018, among AECOM, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender, and an L/C Issuer.
8-K
10.1
3/14/2018
4.12
Amendment No. 6 to Credit Agreement, dated as of November 12, 2018, among AECOM, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender, and an L.C. Issuer.
10-K
4.21
11/13/2018
4.13
Amendment No. 7 to Credit Agreement, dated as of January 28, 2020, by and among AECOM, each borrower and guarantor party thereto, the lenders party thereto, and Bank of America, N.A, as administrative agent.
8-K
10.1
2/3/2020
4.14
Amendment No. 8 to the Credit Agreement, dated as of May 1, 2020, by and among AECOM, each borrower and guarantor party thereto, the lenders party thereto, and Bank of America, N.A., as of administrative agent.
10-Q
10.3
5/6/2020
4.15
2021 Refinancing Amendment to Credit Agreement, dated as of February 8, 2021, by and among AECOM, each borrower and guarantor party thereto, the lenders party thereto, and Bank of America, N.A., as administrative Agent.
10-Q
10.2
2/10/2021
4.16
Amendment No. 10 to Credit Agreement, dated as of April 13, 2021, by and among AECOM, each borrower and guarantor party thereto, the lenders party thereto, and Bank of America, N.A., as administrative Agent.
8-K
10.1
4/13/2021
102
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Incorporated by
Reference (Exchange Act
Filings Located at File
Exhibit
No. 0-52423)
Filed
Number
Exhibit Description
Form
Exhibit
Filing Date
Herewith
4.17
Amendment No. 11 to Credit Agreement, dated as of June 25, 2021, by and among AECOM, each borrower and guarantor party thereto, the lenders party thereto, and Bank of America, N.A., as administrative Agent.
8-K
10.1
6/25/2021
10.1#
AECOM Technology Corporation Change in Control Severance Policy for Key Executives.
10-Q
10.1
2/7/2018
10.3#
Amended and Restated 2006 Stock Incentive Plan.
Schedule 14A
Annex B
1/21/2011
10.4#
Form of Stock Option Standard Terms and Conditions under 2006 Stock Incentive Plan.
8-K
10.1
12/5/2008
10.5#
Form of Restricted Stock Unit Standard Terms and Conditions under 2006 Stock Incentive Plan.
8-K
10.2
12/21/2012
10.6#
Standard Terms and Conditions for Performance Earnings Program under AECOM Technology Corporation 2006 Stock Incentive Plan.
8-K
10.3
12/5/2008
10.7#
AECOM Amended & Restated 2016 Stock Incentive Plan.
Schedule 14A
Annex B
1/19/2017
10.8#
Form Standard Terms and Conditions for Restricted Stock Units for Non-Employee Directors under the 2016 Stock Incentive.
10-Q
10.3
5/11/2016
10.9#
Form Standard Terms and Conditions for Restricted Stock Units under the 2016 Stock Incentive Plan.
10-Q
10.4
5/11/2016
10.10#
Form Standard Terms and Conditions for Performance Earnings Program under the 2016 Stock Incentive Plan.
10-Q
10.5
5/11/2016
10.11#
Form Standard Terms and Conditions for Non-Qualified Stock Options under the 2016 Stock Incentive Plan.
10-Q
10.6
5/11/2016
10.12#
Standard Terms and Conditions for Performance Earnings Program and Performance Criteria.
8-K
10.1
12/15/2016
10.13#
AECOM Technology Corporation Executive Deferred Compensation Plan.
8-K
10.1
12/21/2012
10.14#
First Amendment to the AECOM Executive Deferred Compensation Plan.
10-Q
10.3
2/10/2016
10.15#
AECOM Technology Corporation Executive Incentive Plan.
Schedule 14A
Annex A
1/22/2010
10.16#
Form of Special LTI Award Stock Option Terms and Conditions under the 2006 Stock Incentive Plan.
8-K
10.2
3/12/2014
10.17#
AECOM Retirement & Savings Plan (amended and restated effective July 1, 2016).
10-Q
10.1
8/10/2016
10.18#
AECOM Amended and Restated Employee Stock Purchase Plan.
DEF 14A
Annex A
1/23/2019
10.19#
Form Standard Terms and Conditions for Performance Earnings Program under the 2016 Stock Incentive Plan (Fiscal Year 2019).
10-Q
10.1
2/6/2019
10.20#
Form Standard Terms and Conditions for Performance Earnings Program under the 2016 Stock Incentive Plan (Fiscal Year 2020).
10-Q
10.1
2/5/2020
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Table of Contents
Incorporated by
Reference (Exchange Act
Filings Located at File
Exhibit
No. 0-52423)
Filed
Number
Exhibit Description
Form
Exhibit
Filing Date
Herewith
10.21
Agreement, dated as of November 22, 2019, by and among AECOM and Starboard Value LP and the other parties set forth therein.
8-K
10.1
11/22/2019
10.23#
AECOM 2020 Stock Incentive Plan.
DEF 14A
Annex A
1/23/2020
10.24#
Letter Agreement between AECOM and W. Troy Rudd dated June 13, 2020.
10-Q
10.1
8/5/2020
10.25#
Letter Agreement between AECOM and Lara Poloni dated June 13, 2020.
10-Q
10.2
8/5/2020
10.26#
Senior Leadership Severance Plan.
10-Q
10.3
8/5/2020
10.27#
Employment Agreement, dated October 19, 2020, by and between AECOM Australia Pty Ltd and Lara Poloni.
10-K
10.33
11/19/2020
10.30#
Form Standard Terms and Conditions for Performance Earnings Program under the 2020 Stock Incentive Plan (Fiscal Year 2021)
10-Q
10.1
2/10/21
21.1
Subsidiaries of AECOM.
X
23.1
Consent of Independent Registered Public Accounting Firm.
X
31.1
Certification of the Company’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2
Certification of the Company’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32*
Certification of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101
The following financial statements from the Company’s Annual Report on Form 10-K for the year ended September 30, 2022 were formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Stockholders’ Equity, (v) Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
X
104
The cover page from the Company’s Annual Report on Form 10-K for the year ended September 30, 2022, formatted in Inline XBRL.
X
#
Management contract or compensatory plan or arrangement.
*
Document has been furnished and not filed.
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AECOM
By:
/s/ GAURAV KAPOOR
Gaurav Kapoor
Chief Financial Officer
(Principal Financial Officer)
Date:
November 16, 2022
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the date indicated.
Signature
Title
Date
/s/ W. TROY RUDD
W. Troy Rudd
Chief Executive Officer
(Principal Executive Officer)
November 16, 2022
/s/ GAURAV KAPOOR
Gaurav Kapoor
Chief Financial Officer
(Principal Financial Officer,
Principal Accounting Officer)
November 16, 2022
/s/ BRADLEY W. BUSS
Bradley W. Buss
Director
November 16, 2022
/s/ ROBERT G. CARD
Robert G. Card
Director
November 16, 2022
/s/ DIANE C. CREEL
Director
November 16, 2022
Diane C. Creel
/s/ LYDIA H. KENNARD
Lydia H. Kennard
Director
November 16, 2022
/s/ KRISTY PIPES
Kristy Pipes
Director
November 16, 2022
/s/ DOUGLAS W. STOTLAR
Director (Chairman)
November 16, 2022
Douglas W. Stotlar
/s/ DANIEL R. TISHMAN
Daniel R. Tishman
Director
November 16, 2022
/s/ SANDER VAN’T NOORDENDE
Director
November 16, 2022
Sander van’t Noordende
/s/ GEN. JANET C. WOLFENBARGER, USAF RET.
Gen. Janet C. Wolfenbarger, USAF Ret.
Director
November 16, 2022
105
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.