Item 8. Financial Statements and Supplementary Data
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
AECOM
Index to Consolidated Financial Statements
September 30, 2023
Audited Annual Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm ( PCAOB ID: 42 )
55
Consolidated Balance Sheets at September 30, 2023 and 2022
58
Consolidated Statements of Operations for the Years Ended September 30, 2023, 2022 and 2021
59
Consolidated Statements of Comprehensive Income for the Years Ended September 30, 2023, 2022, and 2021
60
Consolidated Statements of Stockholders’ Equity for the Years Ended September 30, 2023, 2022, and 2021
61
Consolidated Statements of Cash Flows for the Years Ended September 30, 2023, 2022, and 2021
62
Notes to Consolidated Financial Statements
63
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of AECOM
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of AECOM (the Company) as of September 30, 2023 and 2022, the related consolidated statements of operations, comprehensive income, stockholders ’ equity and cash flows for each of the three years in the period ended September 30, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “ consolidated financial statements ” ). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 30, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2023, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company ’ s internal control over financial reporting as of September 30, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated November 14, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company ’ s management. Our responsibility is to express an opinion on the Company ’ s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
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Revenue Recognition - Contract cost and claim recovery estimates
Description of the Matter
For the year ended September 30, 2023, contract revenues recognized by the Company were $14.4 billion. Contract revenues include $3.4 billion which relate to fixed price contracts and $4.9 billion which relate to guaranteed maximum price contracts. As described in Note 4 of the consolidated financial statements, the Company generally recognizes revenues for these contracts 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 addition, the Company ’ s estimate of transaction price includes variable consideration associated with claims only to the extent that a significant reversal would not be probable.
Recognition of revenue and profit over time as performance obligations are satisfied for long-term fixed price contracts is highly judgmental as it requires the Company to prepare estimates of total contract revenue and total contract costs, including costs to complete in-process contracts. These estimates are dependent upon a number of factors, including the accuracy 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.
As of September 30, 2023, significant claims recorded in contract assets and other non-current assets on the consolidated balance sheet were approximately $160.0 million. Revenue recognition relating to claims is highly judgmental as the amount has been disputed by the customer and it requires the Company to prepare estimates of amounts expected to be recovered. Changes in recovery estimates can have a material effect on the amount of revenue recognized.
Auditing contract revenue recognition is complex and highly judgmental due to the variability and uncertainty associated with estimating the costs to complete and amounts expected to be recovered from claims. Changes in these estimates would have a significant effect on the amount of contract revenue recognized.
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls that address the risk of material misstatement of contract revenue including those associated with cost to complete estimates for long-term fixed price contracts and estimates of amounts expected to be recovered from claims. For example, we tested controls over the Company ’ s review of estimated direct and indirect costs to be incurred and estimates of claim recovery amounts.
To evaluate the Company ’ s determination of estimated costs to complete, we selected a sample of contracts and, among other things, inspected the executed contracts including any significant amendments; conducted interviews with and inspected questionnaires prepared by project personnel; tested key components of the cost to complete estimates, including materials, labor, and subcontractors costs; reviewed support for estimates of project contingencies; compared actual project margins to historical and expected results; and recalculated revenues recognized.
To test revenue recognized relating to claims, we selected a sample of projects and evaluated the estimates made by management by reviewing documentation from management ’ s specialists and external counsel to support the amount of the claim. We also tested management ’ s estimation process by performing a lookback analysis to evaluate claims settled in the current year compared to management ’ s prior year estimates.
/s/ Ernst & Young LLP
We have served as the Company ’ s auditor since 1990.
Los Angeles, California
November 14, 2023
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors and Stockholders of AECOM
Opinion on Internal Control Over Financial Reporting
We have audited AECOM ’ s internal control over financial reporting as of September 30, 2023, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, AECOM (the Company) maintained, in all material respects, effective internal control over financial reporting as of September 30, 2023, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2023 consolidated financial statements of the Company and our report dated November 14, 2023 expressed an unqualified opinion thereon.
Basis for Opinion
The Company ’ s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management ’ s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company ’ s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company ’ s internal control over financial reporting is a process designed 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. A company ’ s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) 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 (3) 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. Also, projections of any evaluation of 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.
/s/ Ernst & Young LLP
Los Angeles, California
November 14, 2023
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AECOM
Consolidated Balance Sheets
(in thousands, except share data)
September 30,
September 30,
2023
2022
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$
1,030,447
$
972,661
Cash in consolidated joint ventures
229,759
199,548
Total cash and cash equivalents
1,260,206
1,172,209
Accounts receivable—net
2,544,453
2,317,812
Contract assets
1,525,051
1,405,299
Prepaid expenses and other current assets
730,145
759,402
Current assets held for sale
95,221
79,000
Income taxes receivable
14,435
89,088
TOTAL CURRENT ASSETS
6,169,511
5,822,810
PROPERTY AND EQUIPMENT—NET
382,638
428,239
DEFERRED TAX ASSETS—NET
439,604
284,154
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES
139,236
354,983
GOODWILL
3,418,930
3,380,761
INTANGIBLE ASSETS—NET
17,769
35,552
OTHER NON-CURRENT ASSETS
218,666
293,043
OPERATING LEASE RIGHT-OF-USE ASSETS
447,044
539,773
TOTAL ASSETS
$
11,233,398
$
11,139,315
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Short-term debt
$
3,085
$
5,032
Accounts payable
2,190,755
2,027,314
Accrued expenses and other current liabilities
2,287,546
2,181,408
Income taxes payable
48,161
46,336
Contract liabilities
1,188,742
1,051,258
Current liabilities held for sale
45,625
49,249
Current portion of long-term debt
86,369
43,574
TOTAL CURRENT LIABILITIES
5,850,283
5,404,171
OTHER LONG-TERM LIABILITIES
123,846
135,795
OPERATING LEASE LIABILITIES, NON-CURRENT
548,851
595,308
LONG-TERM LIABILITIES HELD FOR SALE
792
200
DEFERRED TAX LIABILITY-NET
16,960
9,224
PENSION BENEFIT OBLIGATIONS
195,586
232,552
LONG-TERM DEBT
2,113,369
2,156,686
TOTAL LIABILITIES
8,849,687
8,533,936
COMMITMENTS AND CONTINGENCIES (Note 18)
AECOM STOCKHOLDERS’ EQUITY:
Common stock—authorized, 300,000,000 shares of $ 0.01 par value as of September 30, 2023 and 2022; issued and outstanding 136,210,883 and 138,933,907 shares as of September 30, 2023 and 2022, respectively
1,362
1,389
Additional paid-in capital
4,241,523
4,156,594
Accumulated other comprehensive loss
( 926,577 )
( 979,675 )
Accumulated deficits
( 1,103,976 )
( 701,654 )
TOTAL AECOM STOCKHOLDERS’ EQUITY
2,212,332
2,476,654
Noncontrolling interests
171,379
128,725
TOTAL STOCKHOLDERS’ EQUITY
2,383,711
2,605,379
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
11,233,398
$
11,139,315
See accompanying Notes to Consolidated Financial Statements.
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AECOM
Consolidated Statements of Operations
(in thousands, except per share data)
Fiscal Year Ended
September 30,
September 30,
September 30,
2023
2022
2021
Revenue
$
14,378,461
$
13,148,182
$
13,340,852
Cost of revenue
13,432,996
12,300,208
12,542,431
Gross profit
945,465
847,974
798,421
Equity in (losses) earnings of joint ventures
( 279,352 )
53,640
35,044
General and administrative expenses
( 153,575 )
( 147,309 )
( 155,072 )
Restructuring costs
( 188,404 )
( 107,501 )
( 48,840 )
Income from operations
324,134
646,804
629,553
Other income
8,357
5,942
10,883
Interest income
40,251
8,210
6,720
Interest expense
( 159,342 )
( 110,274 )
( 238,352 )
Income from continuing operations before taxes
213,400
550,682
408,804
Income tax expense for continuing operations
56,052
136,051
89,011
Net income from continuing operations
157,348
414,631
319,793
Net loss from discontinued operations
( 57,207 )
( 79,929 )
( 116,813 )
Net income
100,141
334,702
202,980
Net income attributable to noncontrolling interests from continuing operations
( 43,262 )
( 25,521 )
( 25,109 )
Net (loss) income attributable to noncontrolling interests from discontinued operations
( 1,547 )
1,430
( 4,686 )
Net income attributable to noncontrolling interests
( 44,809 )
( 24,091 )
( 29,795 )
Net income attributable to AECOM from continuing operations
114,086
389,110
294,684
Net loss attributable to AECOM from discontinued operations
( 58,754 )
( 78,499 )
( 121,499 )
Net income attributable to AECOM
$
55,332
$
310,611
$
173,185
Net income (loss) attributable to AECOM per share:
Basic continuing operations per share
$
0.82
$
2.76
$
2.00
Basic discontinued operations per share
$
( 0.42 )
$
( 0.55 )
$
( 0.82 )
Basic earnings per share
$
0.40
$
2.21
$
1.18
Diluted continuing operations per share
$
0.81
$
2.73
$
1.97
Diluted discontinued operations per share
$
( 0.42 )
$
( 0.55 )
$
( 0.81 )
Diluted earnings per share
$
0.39
$
2.18
$
1.16
Weighted average shares outstanding:
Basic
138,614
140,768
147,279
Diluted
140,109
142,696
149,676
See accompanying Notes to Consolidated Financial Statements.
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AECOM
Consolidated Statements of Comprehensive Income
(in thousands)
Fiscal Year Ended
September 30,
September 30,
September 30,
2023
2022
2021
Net income
$
100,141
$
334,702
$
202,980
Other comprehensive income (loss), net of tax:
Net unrealized gain on derivatives, net of tax
2,165
41,002
4,541
Foreign currency translation adjustments
59,720
( 220,043 )
( 12,601 )
Pension adjustments, net of tax
( 8,719 )
98,893
26,591
Other comprehensive income (loss), net of tax
53,166
( 80,148 )
18,531
Comprehensive income, net of tax
153,307
254,554
221,511
Noncontrolling interests in comprehensive income of consolidated subsidiaries, net of tax
( 44,877 )
( 23,241 )
( 30,029 )
Comprehensive income attributable to AECOM, net of tax
$
108,430
$
231,313
$
191,482
See accompanying Notes to Consolidated Financial Statements.
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AECOM
Consolidated Statements of Stockholders’ Equity
(in thousands)
Accumulated
Retained
Total
Additional
Other
Earnings/
AECOM
Non-
Total
Common
Paid-In
Comprehensive
(Accumulated
Stockholders’
Controlling
Stockholders’
Stock
Capital
Loss
Deficits)
Equity
Interests
Equity
BALANCE AT SEPTEMBER 30, 2020
$
1,570
$
4,035,414
$
( 918,674 )
$
174,248
$
3,292,558
$
120,986
$
3,413,544
Net income
—
—
—
173,185
173,185
29,795
202,980
Cumulative effect of accounting standard adoption
—
—
—
( 7,979 )
( 7,979 )
—
( 7,979 )
Other comprehensive income
—
—
18,297
—
18,297
234
18,531
Issuance of stock
25
58,733
—
—
58,758
—
58,758
Repurchases of stock
( 163 )
( 23,348 )
—
( 843,580 )
( 867,091 )
—
( 867,091 )
Stock based compensation
—
44,742
—
—
44,742
—
44,742
Other transactions with noncontrolling interests
—
—
—
—
—
405
405
Disposal of noncontrolling interest of business sold
—
—
—
—
—
( 24,039 )
( 24,039 )
Contributions from noncontrolling interests
—
—
—
—
—
271
271
Distributions to noncontrolling interests
—
—
—
—
—
( 10,545 )
( 10,545 )
BALANCE AT SEPTEMBER 30, 2021
$
1,432
$
4,115,541
$
( 900,377 )
$
( 504,126 )
$
2,712,470
$
117,107
$
2,829,577
Net income
—
—
—
310,611
310,611
24,091
334,702
Dividends declared
—
—
—
( 85,260 )
( 85,260 )
—
( 85,260 )
Other comprehensive loss
—
—
( 79,298 )
—
( 79,298 )
( 850 )
( 80,148 )
Issuance of stock
25
52,605
—
—
52,630
—
52,630
Repurchases of stock
( 68 )
( 50,023 )
—
( 422,879 )
( 472,970 )
—
( 472,970 )
Stock-based compensation
—
38,471
—
—
38,471
—
38,471
Other transactions with noncontrolling interests
—
—
—
—
—
772
772
Contributions from noncontrolling interests
—
—
—
—
—
185
185
Distributions to noncontrolling interests
—
—
—
—
—
( 12,580 )
( 12,580 )
BALANCE AT SEPTEMBER 30, 2022
$
1,389
$
4,156,594
$
( 979,675 )
$
( 701,654 )
$
2,476,654
$
128,725
$
2,605,379
Net income
—
—
—
55,332
55,332
44,809
100,141
Dividends declared
—
—
—
( 100,872 )
( 100,872 )
—
( 100,872 )
Other comprehensive loss
—
—
53,098
—
53,098
68
53,166
Issuance of stock
19
64,964
—
—
64,983
—
64,983
Repurchases of stock
( 46 )
( 25,917 )
—
( 356,782 )
( 382,745 )
—
( 382,745 )
Stock-based compensation
—
45,882
—
—
45,882
—
45,882
Contributions from noncontrolling interests
—
—
—
—
—
17,225
17,225
Distributions to noncontrolling interests
—
—
—
—
—
( 19,448 )
( 19,448 )
BALANCE AT SEPTEMBER 30, 2023
$
1,362
$
4,241,523
$
( 926,577 )
$
( 1,103,976 )
$
2,212,332
$
171,379
$
2,383,711
See accompanying Notes to Consolidated Financial Statements.
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AECOM
Consolidated Statements of Cash Flows
(in thousands)
Fiscal Year Ended
September 30,
September 30,
September 30,
2023
2022
2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$
100,141
$
334,702
$
202,980
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
175,725
170,886
176,400
Equity in losses (earnings) of unconsolidated joint ventures
282,291
( 46,303 )
( 39,104 )
Distribution of earnings from unconsolidated joint ventures
41,178
27,175
46,358
Non-cash stock compensation
45,882
38,471
44,742
Prepayment premium on redemption of unsecured senior notes
—
—
117,500
Impairment of long-lived assets
86,199
—
105,194
Loss on sale of discontinued operations
43,222
48,095
52,532
Foreign currency translation
969
( 31,529 )
( 42,728 )
Deferred income tax (benefit) expense
( 135,878 )
22,821
( 48,265 )
Other
6,388
15,295
16,063
Changes in operating assets and liabilities:
Accounts receivable and contract assets
( 402,498 )
236,605
533,006
Prepaid expenses and other assets
131,903
132,003
( 100,526 )
Accounts payable
169,514
( 102,873 )
( 250,142 )
Accrued expenses and other current liabilities
97,239
48,019
( 84,073 )
Contract liabilities
137,484
( 7,434 )
103,999
Other long-term liabilities
( 83,779 )
( 172,297 )
( 129,266 )
Net cash provided by operating activities
$
695,980
$
713,636
$
704,670
CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for sale of discontinued operations, net of cash disposed
$
—
$
( 42,261 )
$
( 265,876 )
Investment in unconsolidated joint ventures
( 59,772 )
( 26,672 )
( 57,388 )
Return of investment in unconsolidated joint ventures
20,874
11,723
8,110
Proceeds from sale of investments
5,977
10,242
15,507
Proceeds from disposal of property and equipment
344
8,951
14,822
Payments for capital expenditures
( 105,600 )
( 137,017 )
( 136,262 )
Net cash used in by investing activities
$
( 138,177 )
$
( 175,034 )
$
( 421,087 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings under credit agreements
$
3,506,668
$
3,618,585
$
3,638,916
Repayments of borrowings under credit agreements
( 3,552,639 )
( 3,657,308 )
( 2,726,347 )
Redemption of unsecured senior notes
—
—
( 797,252 )
Prepayment premium on redemption of unsecured senior notes
—
—
( 117,500 )
Cash paid for debt issuance costs
—
( 155 )
( 11,280 )
Dividends paid
( 96,192 )
( 63,288 )
—
Proceeds from issuance of common stock
32,897
26,666
25,686
Proceeds from exercise of stock options
6,168
—
4,038
Payments to repurchase common stock
( 379,284 )
( 472,970 )
( 867,091 )
Net distributions to noncontrolling interests
( 2,223 )
( 12,395 )
( 10,274 )
Other financing activities
11,670
( 27,450 )
( 11,429 )
Net cash used in financing activities
$
( 472,935 )
$
( 588,315 )
$
( 872,533 )
EFFECT OF EXCHANGE RATE CHANGES ON CASH
512
( 8,307 )
5,493
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
85,380
( 58,020 )
( 583,457 )
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
1,176,772
1,234,792
1,818,249
CASH AND CASH EQUIVALENTS AT END OF YEAR
1,262,152
1,176,772
1,234,792
LESS: CASH AND CASH EQUIVALENTS INCLUDED IN CURRENT ASSETS HELD FOR SALE
$
( 1,946 )
$
( 4,563 )
$
( 5,596 )
CASH AND CASH EQUIVALENTS OF CONTINUING OPERATIONS AT END OF YEAR
$
1,260,206
$
1,172,209
$
1,229,196
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid
$
( 153,975 )
$
( 104,644 )
$
( 255,679 )
Net income taxes paid
$
( 78,448 )
$
( 104,742 )
$
( 114,464 )
See accompanying Notes to Consolidated Financial Statements.
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AECOM
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Significant Accounting Policies
Organization — AECOM and its consolidated subsidiaries provide planning, consulting, architectural and engineering design services to public and private clients worldwide in major end markets such as transportation, facilities, environmental, energy, water and government. The Company also provides construction services, including building construction and energy, infrastructure and industrial construction, primarily in the Americas.
Fiscal Year —The Company reports results of operations based on 52 -or 53 -week periods ending on the Friday nearest September 30. For clarity of presentation, all periods are presented as if the year ended on September 30. Fiscal years 2023, 2022 and 2021 each contained 52 , 52 and 52 weeks, respectively, and ended on September 29, September 30, and October 1, respectively. Certain prior period amounts in the consolidated financial statements and accompanying notes have been reclassified to conform with the current period’s presentation.
Use of Estimates —The preparation of financial statements in conformity with accounting principles generally accepted in the United States (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The more significant estimates affecting amounts reported in the consolidated financial statements relate to revenues under long-term contracts and self-insurance accruals. Actual results could differ from those estimates.
Principles of Consolidation and Presentation —The consolidated financial statements include the accounts of all majority-owned subsidiaries and joint ventures in which the Company is the primary beneficiary. All inter-company accounts have been eliminated in consolidation. Also see Note 6 regarding joint ventures and variable interest entities.
Government Contract Matters —The Company’s federal government and certain state and local agency contracts are subject to, among other regulations, regulations issued under the Federal Acquisition Regulations (FAR). These regulations can limit the recovery of certain specified indirect costs on contracts and subjects the Company to ongoing multiple audits by government agencies such as the Defense Contract Audit Agency (DCAA). In addition, most of the Company’s federal and state and local contracts are subject to termination at the discretion of the client.
Audits by the DCAA and other agencies consist of reviews of the Company’s overhead rates, operating systems and cost proposals to ensure that the Company accounted for such costs in accordance with the Cost Accounting Standards of the FAR (CAS). If the DCAA determines the Company has not accounted for such costs consistent with CAS, the DCAA may disallow these costs. There can be no assurance that audits by the DCAA or other governmental agencies will not result in material cost disallowances in the future.
Cash and Cash Equivalents —The Company’s cash equivalents include highly liquid investments which have an initial maturity of three months or less.
Allowance for Doubtful Accounts —The Company records its accounts receivable net of an allowance for doubtful accounts. This allowance for doubtful accounts is estimated based on management’s evaluation of the contracts involved and the financial condition of its clients. The factors the Company considers in its contract evaluations include, but are not limited to:
● Client type—federal or state and local government or commercial client;
● Historical contract performance;
● Historical collection and delinquency trends;
● Client credit worthiness; and
● General economic conditions.
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Derivative Financial Instruments —The Company accounts for its derivative instruments as either assets or liabilities and carries them at fair value.
For derivative instruments that hedge the exposure to variability in expected future cash flows that are designated as cash flow hedges, the effective portion of the gain or loss on the derivative instrument is reported as a component of accumulated other comprehensive income in stockholders’ equity and reclassified into income in the same period or periods during which the hedged transaction affects earnings. The ineffective portion of the gain or loss on the derivative instrument, if any, is recognized in current income. To receive hedge accounting treatment, cash flow hedges must be highly effective in offsetting changes to expected future cash flows on hedged transactions.
The net gain or loss on the effective portion of a derivative instrument that is designated as an economic hedge of the foreign currency translation exposure generated by the re-measurement of certain assets and liabilities denominated in a non-functional currency in a foreign operation is reported in the same manner as a foreign currency translation adjustment. Accordingly, any gains or losses related to these derivative instruments are recognized in current income.
Derivatives that do not qualify as hedges are adjusted to fair value through current income.
Fair Value of Financial Instruments —The Company determines the fair values of its financial instruments, including short-term investments, debt instruments and derivative instruments, and pension and post-retirement plan assets based on inputs or assumptions that market participants would use in pricing an asset or a liability. The Company categorizes its instruments using a valuation hierarchy for disclosure of the inputs used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument; Level 3 inputs are unobservable inputs based on the Company’s assumptions used to measure assets and liabilities at fair value. The classification of a financial asset or liability within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.
The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate fair value because of the short maturities of these instruments. The carrying amount of the revolving credit facility approximates fair value because the interest rates are based upon variable reference rates.
The Company’s fair value measurement methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Although the Company believes its valuation methods are appropriate and consistent with those used by other market participants, the use of different methodologies or assumptions to determine fair value could result in a different fair value measurement at the reporting date.
Property and Equipment —Property and equipment are recorded at cost and are depreciated over their estimated useful lives using the straight-line method. Expenditures for maintenance and repairs are expensed as incurred. Typically, estimated useful lives range from ten to forty-five years for buildings, three to ten years for furniture and fixtures and three to twelve years for computer systems and equipment. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the remaining terms of the underlying lease agreement.
Long-Lived Assets —Long-lived assets to be held and used are reviewed for impairment whenever events or circumstances indicate that the assets may not be recoverable. The carrying amount of an asset to be held and used is not recoverable if it exceeds the sum of the undiscounted cash flows expected from the use and eventual disposition of the asset. For assets to be held and used, impairment losses are recognized based upon the excess of the asset’s carrying amount over the fair value of the asset. For long-lived assets to be disposed, impairment losses are recognized at the lower of the carrying amount or fair value less cost to sell.
Goodwill and Acquired Intangible Assets —Goodwill represents the excess of amounts paid over the fair value of net assets acquired from an acquisition. In order to determine the amount of goodwill resulting from an acquisition, the Company performs an assessment to determine the value of the acquired company’s tangible and identifiable intangible assets and liabilities. In its assessment, the Company determines whether identifiable intangible assets exist, which typically include backlog and customer relationships. Intangible assets are amortized over the period in which the contractual or economic benefits of the intangible assets are expected to be realized.
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The Company tests goodwill for impairment annually for each reporting unit in the fourth quarter of the fiscal year and between annual tests, if events occur or circumstances change which suggest that goodwill should be evaluated. Such events or circumstances include significant changes in legal factors and business climate, recent losses at a reporting unit, and industry trends, among other factors. A reporting unit is defined as an operating segment or one level below an operating segment. The Company’s impairment tests are performed at the operating segment level as they represent the Company’s reporting units.
Goodwill is evaluated for impairment either by assessing qualitative factors or by performing a quantitative assessment. Qualitative factors, such as overall financial performance, industry or market considerations, or other relevant events, are assessed to determine if it is more likely than not that the fair value of the reporting units is less than their carrying amounts. During a quantitative impairment test, the Company estimates the fair value of the reporting unit using income and market approaches, and compares that amount to the carrying value of that reporting unit. In the event the fair value of the reporting unit is determined to be less than the carrying value, goodwill is impaired, and an impairment loss is recognized equal to the excess, limited to the total amount of goodwill allocated to the reporting unit. See also Note 3.
Pension Plans —The Company has certain defined benefit pension plans. The Company calculates the market-related value of assets, which is used to determine the return-on-assets component of annual pension expense and the cumulative net unrecognized gain or loss subject to amortization. This calculation reflects the Company’s anticipated long-term rate of return and amortization of the difference between the actual return (including capital, dividends, and interest) and the expected return over a five-year period. Cumulative net unrecognized gains or losses that exceed 10 % of the greater of the projected benefit obligation or the fair market related value of plan assets are subject to amortization.
Insurance Reserves —The Company maintains insurance for certain insurable business risks. Insurance coverage contains various retention and deductible amounts for which the Company accrues a liability based upon reported claims and an actuarially determined estimated liability for certain claims incurred but not reported. It is generally the Company’s policy not to accrue for any potential legal expense to be incurred in defending the Company’s position. The Company believes that its accruals for estimated liabilities associated with professional and other liabilities are sufficient and any excess liability beyond the accrual is not expected to have a material adverse effect on the Company’s results of operations or financial position.
Foreign Currency Translation —The Company’s functional currency is generally the U.S. dollar, except for foreign operations where the functional currency is generally the local currency. Results of operations for foreign entities are translated to U.S. dollars using the average exchange rates during the period. Assets and liabilities for foreign entities are translated using the exchange rates in effect as of the date of the balance sheet. Resulting translation adjustments are recorded as a foreign currency translation adjustment into other accumulated comprehensive income/(loss) in stockholders’ equity.
The Company uses foreign currency forward contracts from time to time to mitigate foreign currency risk. The Company limits exposure to foreign currency fluctuations in most of its contracts through provisions that require client payments in currencies corresponding to the currency in which costs are incurred. As a result of this natural hedge, the Company generally does not need to hedge foreign currency cash flows for contract work performed.
Noncontrolling Interests —Noncontrolling interests represent the equity investments of the minority owners in the Company’s joint ventures and other subsidiary entities that the Company consolidates in its financial statements.
Income Taxes —The Company files a consolidated U.S. federal corporate income tax return and combined / consolidated state tax returns and separate company state tax returns. The Company accounts for certain income and expense items differently for financial reporting and income tax purposes. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities, applying enacted statutory tax rates in effect for the year in which the differences are expected to reverse. In determining the need for a valuation allowance, management reviews both positive and negative evidence, including the nature, frequency, and severity of cumulative financial reporting losses in recent years, the future reversal of existing temporary differences, predictability of future taxable income exclusive of reversing temporary differences of the character necessary to realize the asset, relevant carryforward periods, taxable income in carry-back years if carry-back is permitted under tax law, and prudent and feasible tax planning strategies that would be implemented, if necessary, to protect against the loss of the deferred tax asset that would otherwise expire. Based upon management’s assessment of all available evidence, the Company has concluded that it is more likely than not that the deferred tax assets, net of valuation allowance, will be realized.
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On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act, which significantly changed U.S. tax law and included a provision to tax global intangible low-taxed income (GILTI) of foreign subsidiaries. The Company recognizes taxes due under the GILTI provision as a current period expense.
2. New Accounting Pronouncements and Changes in Accounting
In December 2019, the Financial Accounting Standards Board (FASB) issued new accounting guidance which simplifies the accounting for income taxes. The guidance amends certain exceptions to the general principles of Accounting Standards Codification (ASC) 740, Income Taxes , and simplifies several areas such as accounting for a franchise tax or similar tax that is partially based on income. The Company adopted the new guidance starting on October 1, 2021. The adoption of the new guidance did not have a significant impact on the Company’s consolidated financial statements.
In October 2021, the FASB issued final guidance to companies that apply ASC 606, Revenue from Contracts with Customers , to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination. The new guidance creates an exception to the general requirement to measure acquired assets and liabilities at fair value on the acquisition date. Under this exception, an acquirer applies ASC 606 to recognize and measure contract assets and contract liabilities on the acquisition date. The Company adopted the new guidance starting on October 1, 2022 on a prospective basis and the revised guidance will be applied to any business combinations the Company undertakes.
3. Discontinued Operations, Goodwill, and Intangible Assets
In the first quarter of fiscal 2020, management approved a plan to dispose of via sale the Company’s self-perform at-risk construction businesses. These businesses include the Company’s civil infrastructure, power, and oil and gas construction businesses that were previously reported in the Company’s Construction Services segment. After consideration of the relevant facts, the Company concluded the assets and liabilities of its self-perform at-risk construction businesses met the criteria for classification as held for sale. The Company concluded the actual and proposed disposal activities represented a strategic shift that would have a major effect on the Company’s operations and financial results and qualified for presentation as discontinued operations in accordance with FASB ASC 205-20. Accordingly, the financial results of the self-perform at-risk construction businesses are presented in the Consolidated Statement of Operations as discontinued operations for all periods presented. Current and non-current assets and liabilities of these businesses not sold as of the balance sheet date are presented in the Consolidated Balance Sheets as assets and liabilities held for sale for both periods presented.
The Company completed the sale of its civil infrastructure construction business to affiliates of Oroco Capital in the second quarter of fiscal 2021. In the first quarter of fiscal 2022, the Company recorded an additional $ 40.0 million loss primarily related to revisions of estimates for its working capital obligation to be paid and a contingent consideration receivable. In the second quarter of fiscal 2023, the Company recorded a $ 38.9 million loss related to a revised estimate of its contingent consideration receivable recognized at the sale. Under the terms of the sale agreement, the Company made the required cash payments and delivered the cash and cash equivalents, including cash in consolidated joint ventures, on the balance sheet at closing. As a result, the Company recorded the net cash impact of the sale as a use of cash in the investing section of its statement of cash flows.
On January 28, 2022, the Company completed the sale of its oil and gas construction business to affiliates of Graham Maintenance Services LP for a purchase price of $ 14 million, subject to cash, debt and working capital adjustments. The Company recorded a pre-tax gain of approximately $ 3.0 million on the sale, net of transaction costs. During the third quarter of fiscal 2023, the Company collected approximately $ 9.2 million cash payment for contingent consideration completing this transaction.
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The following table represents summarized balance sheet information of assets and liabilities held for sale (in millions):
September 30,
September 30,
2023
2022
Cash and cash equivalents
$
1.9
$
4.6
Receivables and contract assets
93.3
66.2
Other
—
8.2
Current assets held for sale
$
95.2
$
79.0
Property and equipment, net
$
14.2
$
8.0
Write-down of assets to fair value less cost to sell
( 14.2 )
( 8.0 )
Non-current assets held for sale
$
—
$
—
Accounts payable and accrued expenses
$
45.6
$
49.2
Current liabilities held for sale
$
45.6
$
49.2
Long-term liabilities held for sale
$
0.8
$
0.2
The following table represents summarized income statement information of discontinued operations (in millions):
Fiscal Year Ended
September 30,
September 30,
September 30,
2023
2022
2021
Revenue
$
212.8
$
347.4
$
771.5
Cost of revenue
223.2
360.2
760.5
Gross (loss) profit
( 10.4 )
( 12.8 )
11.0
Equity in earnings of joint ventures
( 2.9 )
( 7.4 )
4.0
Loss on disposal activities
( 50.6 )
( 48.1 )
( 52.5 )
Transaction costs
( 0.2 )
( 9.7 )
( 15.3 )
Impairment of long-lived assets
—
—
( 105.2 )
Loss from operations
( 64.1 )
( 78.0 )
( 158.0 )
Other loss
( 1.0 )
—
—
Interest expense
—
( 0.1 )
( 0.5 )
Loss before taxes
( 65.1 )
( 78.1 )
( 158.5 )
Income tax (benefit) expense
( 7.9 )
1.8
( 41.7 )
Net loss from discontinued operations
$
( 57.2 )
$
( 79.9 )
$
( 116.8 )
The significant components included in the Consolidated Statement of Cash Flows for the discontinued operations are as follows (in millions):
Fiscal Year Ended
September 30,
September 30,
September 30,
2023
2022
2021
Payments for capital expenditures
$
( 6.2 )
$
( 2.7 )
$
( 7.3 )
The changes in the carrying value of goodwill by reportable segment for the year ended September 30, 2023 were as follows:
Foreign
September 30,
Exchange
September 30,
2022
Impact
2023
(in millions)
Americas
$
2,610.7
$
3.3
$
2,614.0
International
770.1
34.8
804.9
Total
$
3,380.8
$
38.1
$
3,418.9
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The gross amounts and accumulated amortization of the Company’s acquired identifiable intangible assets with finite useful lives as of September 30, 2023 and 2022, included in intangible assets—net, in the accompanying consolidated balance sheets, were as follows:
September 30, 2023
September 30, 2022
Gross
Accumulated
Intangible
Gross
Accumulated
Intangible
Amortization
Amount
Amortization
Assets, Net
Amount
Amortization
Assets, Net
Period
(in millions)
(years)
Customer relationships
$
663.8
$
( 646.0 )
$
17.8
$
663.0
$
( 627.4 )
$
35.6
1 - 11
Amortization expense of acquired intangible assets included within cost of revenue was $ 18.6 million and $ 18.9 million for the years ended September 30, 2023 and 2022, respectively. The following table presents estimated amortization expense of existing intangible assets for the succeeding years:
Fiscal Year
(in millions)
2024
$
17.1
2025
0.7
Total
$
17.8
4. Revenue Recognition
The Company follows accounting 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, which it believes to be the best measure of progress towards completion of the performance obligation. 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. These pass-through revenues for the years ended September 30, 2023, 2022 and 2021 were $ 7.7 billion, $ 6.8 billion and $ 7.2 billion, respectively.
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. Costs attributable to claims are treated as costs of contract performance as incurred.
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.
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.
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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 as the Company believes this is the best measure of progress towards completion.
The following tables present the Company’s revenues disaggregated by revenue sources:
Fiscal Year Ended
September 30,
September 30,
September 30,
2023
2022
2021
(in millions)
Cost reimbursable
$
6,128.8
$
5,454.9
$
5,319.4
Guaranteed maximum price
4,887.7
4,325.0
4,582.7
Fixed price
3,362.0
3,368.3
3,438.8
Total revenue
$
14,378.5
$
13,148.2
$
13,340.9
Fiscal Year Ended
September 30,
September 30,
September 30,
2023
2022
2021
(in millions)
Americas
$
10,976.4
$
9,941.6
$
10,228.3
Europe, Middle East, India, Africa
1,937.3
1,759.8
1,691.3
Asia-Australia-Pacific
1,464.8
1,446.8
1,421.3
Total revenue
$
14,378.5
$
13,148.2
$
13,340.9
As of September 30, 2023, the Company had allocated $ 21.9 billion of transaction price to unsatisfied or partially satisfied performance obligations, of which approximately 55 % is expected to be satisfied within the next twelve months and the remaining 45 % thereafter.
Contract liabilities represent amounts billed to clients in excess of revenue recognized to date. The Company recognized revenue of $ 1,043.7 million and $ 565.2 million during the years ended September 30, 2023 and 2022, respectively, that was included in contract liabilities as of September 30, 2022 and 2021, respectively.
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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 receivables 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.
Net accounts receivable consisted of the following:
Fiscal Year Ended
September 30,
September 30,
2023
2022
(in millions)
Billed
$
2,122.2
$
1,931.4
Contract retentions
516.5
490.4
Total accounts receivable—gross
2,638.7
2,421.8
Allowance for doubtful accounts and credit losses
( 94.2 )
( 104.0 )
Total accounts receivable—net
$
2,544.5
$
2,317.8
Substantially all contract assets as of September 30, 2023 and September 30, 2022 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 approximately $ 160 million and $ 110 million as of September 30, 2023 and 2022, respectively. The asset related to the Deactivation, Demolition, and Removal Project retained from the MS Purchaser as defined in discussed in Note 18 is presented in prepaid expense and other current assets from continuing operations in the Consolidated Balance Sheet. 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 but nonetheless represent an unconditional right to cash.
The Company considers a broad range of information to estimate expected credit losses including the related ages of past due balances, projections of credit losses based on historical trends, and collection history and credit quality of its clients. Negative macroeconomic trends or delays in payment of outstanding receivables could result in an increase in the estimated credit losses.
No single client accounted for more than 10 % of the Company’s outstanding receivables at September 30, 2023 and 2022.
The Company sold trade receivables to financial institutions, of which $ 291.0 million and $ 240.3 million were outstanding as of September 30, 2023 and 2022, 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. Property and Equipment
Property and equipment, at cost, consists of the following:
Fiscal Year Ended
September 30,
September 30,
Useful Lives
2023
2022
(years)
(in millions)
Building and land
$
10.4
$
9.9
10
-
45
Leasehold improvements
329.4
339.7
1
-
20
Computer systems and equipment
716.7
672.1
3
-
12
Furniture and fixtures
97.9
103.1
3
-
10
Total
1,154.4
1,124.8
Accumulated depreciation and amortization
( 771.8 )
( 696.6 )
Property and equipment, net
$
382.6
$
428.2
Depreciation expense for the fiscal years ended September 30, 2023, 2022 and 2021 was $ 152.3 million, $ 147.0 million, and $ 143.6 million, respectively. Depreciation is calculated using primarily the straight-line method over the estimated useful lives of the
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assets, or in the case of leasehold improvements and capitalized leases, the lesser of the remaining term of the lease or its estimated useful life.
6. 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 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 certain of these joint ventures where a fee is added by an unconsolidated joint venture to client billings, the Company’s portion of that fee is recorded in equity in earnings of joint ventures.
The Company also has joint ventures that have their own employees and operating expenses, and to which the Company generally makes a capital contribution. The Company accounts for these joint ventures either as consolidated entities or equity method investments based on the criteria further discussed below.
The Company follows guidance on the consolidation of variable interest entities (VIEs) that requires companies to utilize a qualitative approach to determine whether it is the primary beneficiary of a VIE. The process for identifying the primary beneficiary of a VIE requires consideration of the factors that indicate a party has the power to direct the activities that most significantly impact the joint venture’s economic performance, including powers granted to the joint venture’s program manager, powers contained in the joint venture governing board and, to a certain extent, a company’s economic interest in the joint venture. The Company analyzes its joint ventures and classifies them as either:
● a VIE that must be consolidated because the Company is the primary beneficiary or the joint venture is not a VIE and the Company holds the majority voting interest with no significant participative rights available to the other partners; or
● a VIE that does not require consolidation and is treated as an equity method investment because the Company is not the primary beneficiary or the joint venture is not a VIE and the Company does not hold the majority voting interest.
As part of the above analysis, if it is determined that the Company has the power to direct the activities that most significantly impact the joint venture’s economic performance, the Company considers whether or not it has the obligation to absorb losses or rights to receive benefits of the VIE that could potentially be significant to the VIE.
Contractually required support provided to the Company’s joint ventures is discussed in Note 18.
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Summary of financial information of the consolidated joint ventures is as follows:
September 30,
September 30,
2023
2022
(in millions)
Current assets
$
806.3
$
630.8
Non-current assets
75.9
73.8
Total assets
$
882.2
$
704.6
Current liabilities
$
779.6
$
530.6
Non-current liabilities
1.5
1.5
Total liabilities
781.1
532.1
Total AECOM (deficit) equity
( 54.9 )
56.7
Noncontrolling interests
156.0
115.8
Total owners’ equity
101.1
172.5
Total liabilities and owners’ equity
$
882.2
$
704.6
Total revenue of the consolidated joint ventures was $ 1,984.3 million, $ 1,411.7 million, and $ 826.8 million for the years ended September 30, 2023, 2022 and 2021, 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 financial information of the unconsolidated joint ventures, as derived from their unaudited financial statements, is as follows:
September 30,
September 30,
2023
2022
(in millions)
Current assets
$
1,177.4
$
1,279.4
Non-current assets
996.3
1,128.7
Total assets
$
2,173.7
$
2,408.1
Current liabilities
$
605.9
$
751.4
Non-current liabilities
441.7
521.3
Total liabilities
1,047.6
1,272.7
Joint ventures’ equity
1,126.1
1,135.4
Total liabilities and joint ventures’ equity
$
2,173.7
$
2,408.1
AECOM’s investment in joint ventures
$
139.2
$
355.0
Twelve Months Ended
September 30,
September 30,
2023
2022
(in millions)
Revenue
$
1,248.2
$
1,801.5
Cost of revenue
1,170.7
1,743.1
Gross profit
$
77.5
$
58.4
Net income
$
72.9
$
52.1
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Summary of AECOM’s equity in earnings of unconsolidated joint ventures is as follows:
Fiscal Year Ended
September 30,
September 30,
September 30,
2023
2022
2021
(in millions)
Pass-through joint ventures
$
24.5
$
29.2
$
23.6
Other joint ventures
( 303.9 )
24.4
11.4
Total
$
( 279.4 )
$
53.6
$
35.0
During fiscal 2023, the Company initiated a process to explore strategic options for the AECOM Capital business, consistent with the Company's focus on its professional services business. During the third quarter of fiscal 2023, the Company identified indicators of impairment in the equity method investments held in its AECOM Capital segment. Specifically, the Company identified evidence that the carrying value of certain of the investments in its real estate portfolio were in excess of their fair values. The Company concluded it no longer had the intent to retain certain of these investments for a period of time sufficient to allow for an anticipated recovery in market value. In the third quarter of fiscal 2023, the Company recorded an impairment loss of $ 307.0 million to reduce the carrying value of these investments to their estimated fair values. This impairment did not relate to investments in respect of which affiliates of AECOM Capital provide advisory services or manage third party capital. AECOM Capital will continue to manage existing investment vehicles and investments in a manner consistent with their current obligations. Fair value was determined using Level 3 inputs such as forecasted cash flows and comparable sales prices.
7. 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 following tables provide reconciliations of the changes in the U.S. and international plans’ benefit obligations, reconciliations of the changes in the fair value of assets for the last three years ended September 30, and reconciliations of the funded status as of September 30 of each year.
Fiscal Year Ended
September 30,
September 30,
September 30,
2023
2022
2021
U.S.
Int’l
U.S.
Int’l
U.S.
Int’l
(in millions)
Change in benefit obligation:
Benefit obligation at beginning of year
$
198.1
$
791.2
$
265.4
$
1,470.8
$
283.9
$
1,440.3
Service cost
—
0.3
—
0.5
—
0.5
Participant contributions
0.1
0.2
0.1
0.3
0.1
0.3
Interest cost
9.8
47.7
4.7
24.1
4.3
21.6
Benefits and expenses paid
( 17.2 )
( 42.2 )
( 18.4 )
( 44.3 )
( 18.5 )
( 48.6 )
Actuarial (gain) loss
( 8.8 )
( 112.5 )
( 51.9 )
( 458.1 )
( 3.7 )
( 4.7 )
Plan settlements
( 1.5 )
( 1.5 )
( 1.8 )
( 2.2 )
( 0.7 )
( 5.9 )
Transfers in
0.7
—
—
—
—
—
Plan amendments
—
—
—
—
—
0.4
Foreign currency translation (gain) loss
—
73.0
—
( 199.9 )
—
66.9
Benefit obligation at end of year
$
181.2
$
756.2
$
198.1
$
791.2
$
265.4
$
1,470.8
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Fiscal Year Ended
September 30,
September 30,
September 30,
2023
2022
2021
U.S.
Int’l
U.S.
Int’l
U.S.
Int’l
(in millions)
Change in plan assets
Fair value of plan assets at beginning of year
$
101.4
$
683.5
$
138.9
$
1,251.8
$
129.6
$
1,166.2
Actual return on plan assets
7.8
( 54.2 )
( 27.2 )
( 374.5 )
14.7
61.1
Employer contributions
8.2
24.8
9.8
23.6
13.7
25.2
Participant contributions
0.1
0.2
0.1
0.3
0.1
0.3
Benefits and expenses paid
( 17.2 )
( 42.2 )
( 18.4 )
( 44.3 )
( 18.5 )
( 48.6 )
Plan settlements
( 1.5 )
( 1.5 )
( 1.8 )
( 2.2 )
( 0.7 )
( 5.9 )
Foreign currency translation (loss) gain
—
62.7
—
( 171.2 )
—
53.5
Fair value of plan assets at end of year
$
98.8
$
673.3
$
101.4
$
683.5
$
138.9
$
1,251.8
Fiscal Year Ended
September 30, 2023
September 30, 2022
September 30, 2021
U.S.
Int’l
U.S.
Int’l
U.S.
Int’l
(in millions)
Reconciliation of funded status:
Funded status at end of year
$
( 82.4 )
$
( 82.9 )
$
( 96.7 )
$
( 107.7 )
$
( 126.5 )
$
( 219.0 )
Contribution made after measurement date
N/A
N/A
N/A
N/A
N/A
N/A
Net amount recognized at end of year
$
( 82.4 )
$
( 82.9 )
$
( 96.7 )
$
( 107.7 )
$
( 126.5 )
$
( 219.0 )
The following table sets forth the amounts recognized in the consolidated balance sheets as of September 30, 2023, 2022 and 2021:
Fiscal Year Ended
September 30, 2023
September 30, 2022
September 30, 2021
U.S.
Int’l
U.S.
Int’l
U.S.
Int’l
(in millions)
Amounts recognized in the consolidated balance sheets:
Other non-current assets
$
—
$
38.7
$
—
$
36.8
$
—
$
47.5
Accrued expenses and other current liabilities
( 8.4 )
—
( 8.6 )
—
( 9.1 )
—
Pension benefit obligations
( 74.0 )
( 121.6 )
( 88.1 )
( 144.5 )
( 117.4 )
( 266.5 )
Net amount recognized in the balance sheet
$
( 82.4 )
$
( 82.9 )
$
( 96.7 )
$
( 107.7 )
$
( 126.5 )
$
( 219.0 )
The following table details the reconciliation of amounts in the consolidated statements of stockholders’ equity for the fiscal years ended September 30, 2023, 2022 and 2021:
Fiscal Year Ended
September 30, 2023
September 30, 2022
September 30, 2021
U.S.
Int’l
U.S.
Int’l
U.S.
Int’l
(in millions)
Reconciliation of amounts in consolidated statements of stockholders’ equity:
Prior service cost
$
( 0.1 )
$
( 1.2 )
$
( 0.1 )
$
( 1.2 )
$
( 0.1 )
$
( 1.6 )
Net loss
( 77.5 )
( 207.1 )
( 91.7 )
( 187.1 )
( 116.5 )
( 279.5 )
Total recognized in accumulated other comprehensive loss
$
( 77.6 )
$
( 208.3 )
$
( 91.8 )
$
( 188.3 )
$
( 116.6 )
$
( 281.1 )
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The components of net periodic benefit cost other than the service cost component are included in other income in the consolidated statement of operations. The following table details the components of net periodic benefit cost for the Company’s pension plans for fiscal years ended September 30, 2023, 2022 and 2021:
Fiscal Year Ended
September 30, 2023
September 30, 2022
September 30, 2021
U.S.
Int’l
U.S.
Int’l
U.S.
Int’l
(in millions)
Components of net periodic benefit cost:
Service costs
$
—
$
0.3
$
—
$
0.5
$
—
$
0.5
Interest cost on projected benefit obligation
9.8
47.7
4.7
24.1
4.3
21.6
Expected return on plan assets
( 5.8 )
( 60.8 )
( 5.6 )
( 41.4 )
( 6.5 )
( 43.5 )
Amortization of prior service costs
—
0.1
—
0.1
—
0.1
Amortization of net loss (gain)
3.5
( 0.6 )
5.6
6.9
5.9
9.2
Settlement (gain) loss recognized
( 0.1 )
0.2
0.2
0.3
0.2
0.8
Net periodic benefit cost (credit)
$
7.4
$
( 13.1 )
$
4.9
$
( 9.5 )
$
3.9
$
( 11.3 )
The amount of applicable deferred income taxes included in other comprehensive income arising from a change in net prior service cost and net gain/loss was $ 3.1 million, $ 18.8 million, and $ 9.3 million in the years ended September 30, 2023, 2022 and 2021, respectively.
Amounts included in accumulated other comprehensive loss as of September 30, 2023 that are expected to be recognized as components of net periodic benefit cost during fiscal 2024 are (in millions):
U.S.
Int’l
Amortization of prior service cost
$
—
$
( 0.1 )
Amortization of net actuarial (losses) gain
( 3.1 )
2.3
Total
$
( 3.1 )
$
2.2
The table below provides additional year-end information for pension plans with accumulated benefit obligations in excess of plan assets.
Fiscal Year Ended
September 30,
September 30,
September 30,
2023
2022
2021
U.S.
Int’l
U.S.
Int’l
U.S.
Int’l
(in millions)
Projected benefit obligation
$
168.8
$
628.1
$
184.8
$
601.4
$
247.8
$
1,248.8
Accumulated benefit obligation
$
168.8
$
628.1
$
184.8
$
600.1
$
247.8
$
1,243.9
Fair value of plan assets
$
98.8
$
506.5
$
101.4
$
456.9
$
138.9
$
982.4
Funding requirements for each pension plan are determined based on the local laws of the country where such pension plan resides. In certain countries, the funding requirements are mandatory while in other countries, they are discretionary. The Company currently intends to contribute $ 22.2 million to the international plans in fiscal 2024. The required minimum contributions for U.S. plans are not significant. In addition, the Company may make discretionary contributions. The Company currently intends to contribute $ 12.9 million to U.S. plans in fiscal 2024.
The table below provides the expected future benefit payments, in millions:
Year Ending September 30,
U.S.
Int’l
2024
$
20.2
$
47.1
2025
19.3
45.0
2026
19.1
46.3
2027
18.1
47.8
2028
17.4
49.3
2029-2033
74.3
267.6
Total
$
168.4
$
503.1
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The underlying assumptions for the pension plans are as follows:
Fiscal Year Ended
September 30,
September 30,
September 30,
2023
2022
2021
U.S.
Int’l
U.S.
Int’l
U.S.
Int’l
(in millions)
Weighted-average assumptions to determine benefit obligation:
Discount rate
5.76
%
5.65
%
5.40
%
5.27
%
2.46
%
1.98
%
Salary increase rate
N/A
3.06
%
N/A
3.48
%
N/A
3.13
%
Weighted-average assumptions to determine net periodic benefit cost:
Discount rate
5.40
%
5.27
%
2.46
%
1.98
%
2.20
%
1.67
%
Salary increase rate
N/A
3.48
%
N/A
3.13
%
N/A
2.68
%
Expected long-term rate of return on plan assets
7.00
%
6.04
%
6.25
%
3.93
%
6.80
%
3.95
%
Pension costs are determined using the assumptions as of the beginning of the plan year. The funded status is determined using the assumptions as of the end of the plan year.
The following table summarizes the Company’s target allocation for 2023 and pension plan asset allocation, both U.S. and international, as of September 30, 2023 and 2022:
Percentage of Plan Assets
as of September 30,
Target Allocations
2023
2022
U.S.
Int’l
U.S.
Int’l
U.S.
Int’l
Asset Category:
Equities
32
%
27
%
33
%
24
%
36
%
20
%
Debt
58
61
56
62
48
47
Cash
2
—
2
4
5
15
Property and other
8
12
9
10
11
18
Total
100
%
100
%
100
%
100
%
100
%
100
%
The Company’s domestic and foreign plans seek a competitive rate of return relative to an appropriate level of risk depending on the funded status and obligations of each plan and typically employ both active and passive investment management strategies. The Company’s risk management practices include diversification across asset classes and investment styles and periodic rebalancing toward asset allocation targets. The target asset allocation selected for each plan reflects a risk/return profile that the Company believes is appropriate relative to each plan’s liability structure and return goals.
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To develop the expected long-term rate of return on assets assumption, the Company considered the historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of the pension portfolio and the diversification of the portfolio. This resulted in the selection of a 7.00 % and 6.04 % weighted-average long-term rate of return on assets assumption for the fiscal year ended September 30, 2023 for U.S. and non-U.S. plans, respectively.
As of September 30, 2023, the fair values of the Company’s pension plan assets by major asset categories were as follows:
Fair Value Measurement as of
September 30, 2023
Total
Quoted
Significant
Carrying
Prices in
Other
Significant
Value as of
Active
Observable
Unobservable
Investments
September 30,
Markets
Inputs
Inputs
measured at
2023
(Level 1)
(Level 2)
(Level 3)
NAV
(in millions)
Cash and cash equivalents
$
29.5
$
20.2
$
9.3
$
—
$
—
Debt securities
338.3
338.3
—
—
—
Investment funds:
Diversified and equity funds
43.5
30.3
13.2
—
—
Fixed income funds
26.1
21.7
4.4
—
—
Common collective funds
372.0
—
—
—
372.0
Derivative instruments
( 37.3 )
1.5
( 38.8 )
—
—
Total
$
772.1
$
412.0
$
( 11.9 )
$
—
$
372.0
As of September 30, 2022, the fair values of the Company’s pension plan assets by major asset categories were as follows:
Fair Value Measurement as of
September 30, 2022
Total
Quoted
Significant
Carrying
Prices in
Other
Significant
Value as of
Active
Observable
Unobservable
Investments
September 30,
Markets
Inputs
Inputs
measured at
2022
(Level 1)
(Level 2)
(Level 3)
NAV
(in millions)
Cash and cash equivalents
$
104.8
$
99.0
$
5.8
$
—
$
—
Debt securities
339.1
339.1
—
—
—
Investment funds:
Diversified and equity funds
22.2
7.3
14.9
—
—
Fixed income funds
7.9
5.7
2.2
—
—
Common collective funds
451.6
—
—
—
451.6
Derivative instruments
( 140.7 )
—
( 140.7 )
—
—
Total
$
784.9
$
451.1
$
( 117.8 )
$
—
$
451.6
Changes for the year ended September 30, 2022 in the fair value of the Company’s recurring post-retirement plan Level 3 assets are as follows:
Actual return
Actual return
on plan assets,
on plan assets,
Change
September 30,
relating to
relating to
Transfer
due to
2021
assets still
assets sold
Purchases,
into /
exchange
September 30,
Beginning
held at
during the
sales and
(out of)
rate
2022
balance
reporting date
period
settlements
Level 3
changes
Ending balance
(in millions)
Level 3 Assets
$
4.0
$
—
$
( 0.2 )
$
( 3.5 )
$
—
$
( 0.3 )
$
—
Cash equivalents are mostly comprised of short-term money-market instruments and are valued at cost, which approximates fair value.
For investment funds not traded on an active exchange, or if the closing price is not available, the trustee obtains indicative quotes from a pricing vendor, broker, or investment manager. These funds are categorized as Level 2 if the custodian obtains
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corroborated quotes from a pricing vendor or categorized as Level 3 if the custodian obtains uncorroborated quotes from a broker or investment manager.
Fixed income investment funds, not traded on an active exchange, categorized as Level 2 are valued by the trustee using pricing models that use verifiable observable market data (e.g., interest rates and yield curves observable at commonly quoted intervals), bids provided by brokers or dealers, or quoted prices of securities with similar characteristics.
Hedge funds categorized as Level 3 are valued based on valuation models that include significant unobservable inputs and cannot be corroborated using verifiable observable market data. Hedge funds are valued by independent administrators. Depending on the nature of the assets, the general partners or independent administrators use both the income and market approaches in their models. The market approach consists of analyzing market transactions for comparable assets while the income approach uses earnings or the net present value of estimated future cash flows adjusted for liquidity and other risk factors. As of September 30, 2023, there were no material changes to the valuation techniques.
Common collective funds are valued based on net asset value (NAV) per share or unit as a practical expedient as reported by the fund manager, multiplied by the number of shares or units held as of the measurement date. Accordingly, these NAV-based investments have been excluded from the fair value hierarchy. These collective investment funds have redemption notice periods and are redeemable at the NAV, less transaction fees. There are no significant unfunded commitments related to these investments.
Multiemployer Pension Plans
The Company participates in construction-industry multiemployer pension plans. Generally, the plans provide defined benefits to substantially all employees covered by collective bargaining agreements. Under the Employee Retirement Income Security Act, a contributor to a multiemployer plan is liable, upon termination or withdrawal from a plan, for its proportionate share of a plan’s unfunded vested liability. The Company’s aggregate contributions to these multiemployer plans were $ 3.0 million and $ 2.9 million for the years ended September 30, 2023 and 2022, respectively. At September 30, 2023 and 2022, none of the plans in which the Company participates are individually significant to its consolidated financial statements.
8. Debt
Debt consisted of the following:
September 30,
September 30,
2023
2022
(in millions)
Credit Agreement
$
1,119.8
$
1,143.3
2027 Senior Notes
997.3
997.3
Other debt
100.2
84.0
Total debt
2,217.3
2,224.6
Less: Current portion of debt and short-term borrowings
( 89.5 )
( 48.6 )
Less: Unamortized debt issuance costs
( 14.4 )
( 19.3 )
Long-term debt
$
2,113.4
$
2,156.7
The following table presents, in millions, scheduled maturities of the Company’s debt as of September 30, 2023:
Fiscal Year
2024
$
89.5
2025
49.6
2026
412.6
2027
1,009.2
2028
656.4
Thereafter
—
Total
$
2,217.3
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Credit Agreement
On February 8, 2021, the Company entered into the 2021 Refinancing Amendment to the Credit Agreement (as amended, modified or otherwise supplemented, the “Credit Agreement”), pursuant to which the Company amended and restated its Syndicated Credit Facility Agreement, dated as of October 17, 2014 (as amended prior to February 8, 2021, the “Original Credit Agreement”), between the Company, as borrower, Bank of America, N.A., as administrative agent, and other parties thereto. At the time of amendment, the Credit Agreement consisted of a $ 1,150,000,000 revolving credit facility (the “Revolving Credit Facility”) and a $ 246,968,737.50 term loan A facility (the “Term A Facility,” together with the Revolving Credit Facility, the “Credit Facilities”), each of which mature on February 8, 2026. The outstanding loans under the Term A Facility were borrowed in U.S. dollars. Loans under the Revolving Credit Facility may be borrowed, and letters of credit thereunder may be issued, in U.S. dollars or in certain foreign currencies. The proceeds of the Revolving Credit Facility may be used from time to time for ongoing working capital and for other general corporate purposes. The proceeds of the Revolving Credit Facility and the Term A Loan facility borrowed on February 8, 2021 were used to refinance the existing revolving credit facility and the existing term loan facility under the Original Credit Agreement and to pay related fees and expenses. The Credit Agreement permits the Company to designate certain of its subsidiaries as additional co-borrowers from time to time. Currently, there are no co-borrowers under the Credit Facilities.
On April 13, 2021, the Company entered into Amendment No. 10 to the Credit Agreement, pursuant to which the lenders thereunder provided a secured term B credit facility (the “Term B Facility”) to the Company in an aggregate principal amount of $ 700,000,000 . The Term B Facility matures on April 13, 2028. The proceeds of the Term B Facility were used to fund the purchase price, fees and expenses in connection with the Company’s cash tender offer to purchase up to $ 700,000,000 aggregate purchase price (not including any accrued and unpaid interest) of its outstanding 5.875 % Senior Notes due 2024.
On June 25, 2021, the Company entered into Amendment No. 11 to the Credit Agreement, pursuant to which lenders thereunder have provided the Company an additional $ 215,000,000 in aggregate principal amount under the Term A Facility. The Company used the net proceeds from the increase in the Term A Facility (together with cash on hand), to (i) redeem all of the Company’s remaining 5.875 % Senior Notes due 2024 and (ii) pay fees and expenses related to such redemption.
On May 23, 2023, the Company entered into Amendment No. 12 to the Credit Agreement, pursuant to which LIBOR as a benchmark rate of interest was replaced by, in the case of US Dollar-denominated loans, a secured overnight financing rate subject to a spread adjustment, and, in the case of loans denominated in other currencies, other customary successor rates, subject in certain cases to a spread adjustment. On May 23, 2023, the Company entered into Amendment No. 13 to the Credit Agreement, pursuant to which the spread adjustments with respect to the Revolving Credit Facility and the Term A Facility was amended.
The applicable interest rate for loans under the Term B Facility is calculated at a per annum rate equal to, at the Company’s option, (a) the Term SOFR (as defined in the Credit Agreement) plus 1.75 % or (b) the Base Rate (as defined in the Credit Agreement) plus 0.75 %.
The applicable interest rate for U.S. Dollar-denominated loans under the Revolving Credit Facility and the Term A Facility is calculated at a per annum rate equal to, at the Company’s option, (a) the Term SOFR (as defined in the Credit Agreement) plus an applicable margin (the “SOFR Applicable Margin”), which is currently at 1.2250 % or (b) the Base Rate (as defined in the Credit Agreement) plus an applicable margin (the “Base Rate Applicable Margin,” and together with the SOFR Applicable Margin, the “Applicable Margins”), which is currently at 0.2250 %. The applicable interest rate for loans under the Revolving Credit Facility denominated in other currencies is calculated at a per annum rate equal to a customary floating reference rate for such currency specified in the Credit Agreement plus the SOFR Applicable Margin. The Credit Agreement includes certain environmental, social and governance (ESG) metrics relating to the Company’s CO 2 emissions and its percentage of employees who identify as women (each, a “Sustainability Metric”). The Applicable Margins for the Term A Facility and the Revolving Credit Facility and the commitment fees for the Revolving Credit Facility will be adjusted on an annual basis based on the Company’s achievement of preset thresholds for each Sustainability Metric.
Some of the Company’s material subsidiaries (the “Guarantors”) have guaranteed the Company’s obligations of the borrowers under the Credit Agreement, subject to certain exceptions. The borrowers’ obligations under the Credit Agreement are secured by a lien on substantially all of the Company’s assets and its Guarantors’ assets, subject to certain exceptions.
The Credit Agreement contains customary negative covenants that include, among other things, limitations on the ability of the Company and certain of its subsidiaries, subject to certain exceptions, to incur liens and debt, make investments, dispositions, and restricted payments, change the nature of their business, consummate mergers, consolidations and the sale of all or substantially all of
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their respective assets, taken as a whole, and transact with affiliates. The Company is also required to maintain a consolidated interest coverage ratio of at least 3.00 to 1.00 and a consolidated leverage ratio of less than or equal to 4.00 to 1.00 (subject to certain adjustments in connection with permitted acquisitions), tested on a quarterly basis (the “Financial Covenants”). The Financial Covenants do not apply to the Term B Facility. The Company’s consolidated leverage ratio was 2.00 to 1.00 at September 30, 2023. As of September 30, 2023, the Company was in compliance with the covenants of the Credit Agreement.
The Credit Agreement contains customary affirmative covenants, including, among other things, compliance with applicable law, preservation of existence, maintenance of properties and of insurance, and keeping proper books and records. The Credit Agreement contains customary events of default, including, among other things, nonpayment of principal, interest or fees, cross-defaults to other debt, inaccuracies of representations and warranties, failure to perform covenants, events of bankruptcy and insolvency, change of control and unsatisfied judgments, subject in certain cases to notice and cure periods and other exceptions.
At September 30, 2023 and September 30, 2022, letters of credit totaled $ 4.4 million and $ 4.4 million, respectively, under our Revolving Credit Facility. As of September 30, 2023 and September 30, 2022, we had $ 1,145.6 million and $ 1,145.6 million, respectively, available under our revolving credit facility.
2027 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 “2027 Senior Notes”). On June 30, 2017, the Company completed an exchange offer to exchange the unregistered 2027 Senior Notes for registered notes, as well as related guarantees.
As of September 30, 2023, the estimated fair value of the 2027 Senior Notes was approximately $ 939.9 million. The fair value of the 2027 Senior Notes as of September 30, 2023 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 2027 Senior Notes. Interest is payable on the 2027 Senior Notes at a rate of 5.125 % per annum. Interest on the 2027 Senior Notes is payable semi-annually on March 15 and September 15 of each year, commencing on September 15, 2017. The 2027 Senior Notes will mature on March 15, 2027.
At any time and from time to time prior to December 15, 2026, the Company may redeem all or part of the 2027 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. On or after December 15, 2026, the Company may redeem all or part of the 2027 Senior Notes at a redemption price equal to 100 % of their principal amount, plus accrued and unpaid interest on the redemption date.
The indenture pursuant to which the 2027 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 2027 Senior Notes as of September 30, 2023.
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 September 30, 2023 and September 30, 2022, these outstanding standby letters of credit totaled $ 878.9 million and $ 640.3 million, respectively. As of September 30, 2023, the Company had $ 416.7 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 and interest rate cap agreements, during the years ended September 30, 2023, 2022 and 2021 was 5.3 %, 3.8 % and 4.4 %, respectively.
Interest expense in the consolidated statements of operations included amortization of deferred debt issuance costs for the years ended September 30, 2023, 2022 and 2021 of $ 4.9 million, $ 4.9 million and $ 10.2 million, respectively.
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9. 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.
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 and interest rate cap agreements designated as cash flow hedges to limit exposure to variable interest rates on portions of the Company’s debt. 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 against interest expense when the interest expense on the variable rate debt is recognized. If the hedged transaction becomes probable of not occurring, any gain or loss related to interest rate swap or interest rate cap agreements would be recognized in other income.
During the third quarter of fiscal 2023, the hedged debt index was changed from LIBOR to SOFR. The notional principal, fixed rates and related effective and expiration dates of the Company’s outstanding interest rate swap agreements were as follows:
September 30, 2023
Notional Amount
Notional Amount
Fixed
Effective
Expiration
Currency
(in millions)
Rate
Date
Date
USD
400.0
1.283
%
February 2023
March 2028
September 30, 2022
Notional Amount
Notional Amount
Fixed
Effective
Expiration
Currency
(in millions)
Rate
Date
Date
USD
200.0
2.60
%
March 2018
February 2023
USD
400.0
1.349
%
February 2023
March 2028
In the fourth quarter of fiscal 2021, the Company entered into new interest rate swap agreements with a notional value of $ 400.0 million to manage the interest rate exposure of its variable rate loans. The new swaps will become effective February 2023 and terminate in March 2028. By entering into the swap agreements, the Company converted a portion of the SOFR rate-based liability into a fixed rate liability. The Company will pay a fixed rate of 1.283 % and receive payment at the prevailing one-month SOFR.
In the third quarter of fiscal 2022, the Company purchased interest rate cap agreements with a notional value of $ 300.0 million to manage interest rate exposure of its variable rate loans. The caps became effective on June 30, 2022 and terminate in March 2028. The caps reduce the Company’s exposure to one-month SOFR. In the event one-month SOFR exceeds 3.465 %, the Company will pay the spread between prevailing one-month SOFR and 3.465 %.
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 years ended September 30, 2023, 2022 and 2021.
Fair Value Measurements
The Company’s non-pension financial assets and liabilities recorded at fair value relate to the interest rate swap and interest rate cap agreements included in other current assets and other non-current assets on September 30, 2023 and were $ 17.2 million and $ 37.5 million, respectively. The fair values of the interest rate swap and interest rate cap agreements included in other current assets and other non-current assets on September 30, 2022 were $ 9.4 million and $ 41.8 million, respectively. The fair values of the interest rate
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swap and interest rate cap agreements were derived by taking the net present value of the expected cash flows using observable market inputs (Level 2) such as SOFR rate curves, futures, volatilities and basis spreads (when applicable).
See Note 17 for accumulated balances and reporting period activities of derivatives related to reclassifications out of accumulated other comprehensive income for the years ended September 30, 2023, 2022 and 2021. Additionally, there were no material losses recognized in income due to amounts excluded from effectiveness testing from the Company’s interest rate swap agreements.
10. Concentration of Credit Risk
Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash investments and trade receivables. The Company’s cash balances and short-term investments are maintained in accounts held by major banks and financial institutions located primarily in the U.S., Canada, Europe, Australia, Middle East and Hong Kong. If the Company extends significant credit to clients in a specific geographic area or industry, the Company may experience disproportionately high levels of default if those clients are adversely affected by factors particular to their geographic area or industry. Concentrations of credit risk with respect to trade receivables are limited due to the large number of customers comprising the Company’s customer base, including, in large part, governments, government agencies and quasi-government organizations, and their dispersion across many different industries and geographies. See Note 4 regarding the Company’s foreign revenues. In order to mitigate credit risk, the Company continually reviews the credit worthiness of its major private clients.
11. Leases
The Company and its subsidiaries are lessees in non-cancelable leasing agreements for office buildings and equipment. Substantially all of the Company’s office building leases are operating leases, and its equipment leases are both operating and finance leases. The Company groups lease and non-lease components for its equipment leases into a single lease component but separates lease and non-lease components for its office building leases.
The Company recognizes a right-of-use asset and lease liability for its operating leases at the commencement date equal to the present value of the contractual minimum lease payments over the lease term. The present value is calculated using the rate implicit in the lease, if known, or the Company’s incremental secured borrowing rate. The discount rate used for operating leases is primarily determined based on an analysis of the Company’s incremental secured borrowing rate, while the discount rate used for finance leases is primarily determined by the rate specified in the lease.
The related lease payments are expensed on a straight-line basis over the lease term, including, as applicable, any free-rent period during which the Company has the right to use the asset. For leases with renewal options where the renewal is reasonably assured, the lease term, including the renewal period, is used to determine the appropriate lease classification and to compute periodic rental expense. Leases with initial terms shorter than 12 months are not recognized on the balance sheet, and lease expense is recognized on a straight-line basis.
During the fourth quarter of fiscal 2023, the Company approved a restructuring plan primarily to optimize its office real estate portfolio with its freedom to grow strategy, which initiated a review of the carrying value of right-of-use assets and leasehold improvements. In connection with the review, the Company identified leased assets that were no longer recoverable. The Company recorded an impairment charge of $ 86.2 million to reduce its right-of-use assets and leasehold improvements to their fair values and recorded the expense in restructuring costs on the Consolidated Statement of Operations. Fair value was determined primarily using Level 3 inputs, such as discounted cash flows.
The components of lease expenses are as follows:
Fiscal Year Ended
September 30, 2023
September 30, 2022
September 30, 2021
(in millions)
Operating lease cost
$
164.0
$
172.5
$
186.5
Finance lease cost:
Amortization of right-of-use assets
23.1
18.0
13.0
Interest on lease liabilities
2.6
2.2
2.0
Variable lease cost
34.1
34.0
35.5
Total lease cost
$
223.8
$
226.7
$
237.0
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Additional balance sheet information related to leases is as follows:
(in millions except as noted)
Balance Sheet Classification
September 30, 2023
September 30, 2022
Assets:
Operating lease assets
Operating lease right-of-use assets
$
447.0
$
539.8
Finance lease assets
Property and equipment – net
64.8
49.4
Total lease assets
$
511.8
$
589.2
Liabilities:
Current:
Operating lease liabilities
Accrued expenses and other current liabilities
$
139.8
$
145.6
Finance lease liabilities
Current portion of long-term debt
25.0
18.1
Total current lease liabilities
164.8
163.7
Non-current:
Operating lease liabilities
Operating lease liabilities, noncurrent
548.9
595.3
Finance lease liabilities
Long-term debt
39.8
32.0
Total non-current lease liabilities
$
588.7
$
627.3
As of
September 30, 2023
September 30, 2022
September 30, 2021
Weighted average remaining lease term (in years):
Operating leases
6.4
6.5
6.9
Finance leases
2.9
3.1
3.5
Weighted average discount rates:
Operating leases
4.3
%
4.0
%
4.3
%
Finance leases
4.1
%
3.8
%
4.3
%
Additional cash flow information related to leases is as follows:
Fiscal Year Ended
September 30,
September 30,
September 30,
2023
2022
2021
(in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$
188.3
$
201.8
$
221.4
Operating cash flows from finance leases
2.5
2.2
2.0
Financing cash flows from finance leases
23.7
19.8
13.7
Right-of-use assets obtained in exchange for new operating leases
96.6
90.9
102.7
Right-of-use assets obtained in exchange for new finance leases
37.5
26.2
28.5
Total remaining lease payments under both the Company’s operating and finance leases are as follows:
Operating Leases
Finance Leases
Fiscal Year
(in millions)
2024
$
164.4
$
27.2
2025
142.3
21.3
2026
112.8
14.3
2027
86.0
5.8
2028
75.7
0.5
Thereafter
213.1
—
Total lease payments
$
794.3
$
69.1
Less: Amounts representing interest
$
( 105.6 )
$
( 4.3 )
Total lease liabilities
$
688.7
$
64.8
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12. Stockholders’ Equity
Common Stock Units —Common stock units are only redeemable for common stock. In the event of liquidation of the Company, holders of stock units are entitled to no greater rights than holders of common stock. See also Note 13.
13. Share-Based Payments
Defined Contribution Plans —Substantially all permanent domestic employees are eligible to participate in defined contribution plans provided by the Company. Under these plans, participants may make contributions into a variety of funds, including a fund that is fully invested in Company stock. Employees are not required to allocate any funds to Company stock; however, the Company does provide an annual Company match in AECOM shares. Employees may generally reallocate their account balances on a daily basis; however, employees classified as insiders are restricted under the Company’s insider trading policy. Compensation expense for the employer contributions related to AECOM stock issued under defined contribution plans during fiscal years ended September 30, 2023, 2022 and 2021 was $ 23.1 million, $ 22.7 million, and $ 26.1 million, respectively.
Stock Incentive Plans —Under the 2020 Stock Incentive Plan, the Company has up to 10.2 million securities remaining available for future issuance as of September 30, 2023. Stock options may be granted to employees and non-employee directors with an exercise price not less than the fair market value of the stock on the date of grant. Unexercised options expire seven years after date of grant.
The fair value of the Company’s employee stock option awards is estimated on the date of grant. The expected term of awards granted represents the period of time the awards are expected to be outstanding. The risk-free interest rate is based on U.S. Treasury bond rates with maturities equal to the expected term of the option on the grant date. The Company uses historical data as a basis to estimate the probability of forfeitures.
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 primarily based on that day’s closing market price of the Company’s common stock.
Restricted stock unit, PEP unit, and Stock Option activity for the year ended September 30 was as follows:
Weighted
Weighted
Average
Average
Weighted
Restricted
Grant-Date
Grant-Date
Average
Stock Units
Fair Value
PEP Units
Fair Value
Stock Options
Exercise Price
(in millions)
(in millions)
(in millions)
Outstanding at September 30, 2020
2.1
$
35.56
1.6
$
33.86
0.4
$
36.41
Granted
0.4
$
49.21
0.3
$
52.76
—
$
—
PEP units earned (unearned)
—
$
—
0.1
$
37.37
—
$
—
Vested / Exercised
( 0.9 )
$
36.24
( 0.6 )
$
38.13
( 0.1 )
$
31.62
Cancelled
( 0.3 )
$
36.89
( 0.2 )
$
37.53
—
$
—
Outstanding at September 30, 2021
1.3
$
38.88
1.2
$
37.22
0.3
$
38.72
Granted
0.3
$
74.30
0.2
$
85.46
—
$
—
PEP units earned (unearned)
—
$
—
0.6
$
27.90
—
$
—
Vested / Exercised
( 0.5 )
$
29.44
( 1.3 )
$
27.90
—
$
—
Cancelled
( 0.1 )
$
49.74
—
$
56.64
—
$
—
Outstanding at September 30, 2022
1.0
$
53.05
0.7
$
60.60
0.3
$
38.72
Granted
0.3
$
83.64
0.2
$
94.64
—
$
—
PEP units earned (unearned)
—
$
—
0.2
$
43.19
—
$
—
Vested / Exercised
( 0.4 )
$
44.35
( 0.4 )
$
43.19
( 0.2 )
$
38.72
Cancelled
( 0.1 )
$
62.09
—
$
71.71
—
$
—
Outstanding at September 30, 2023
0.8
$
68.34
0.7
$
75.54
0.1
$
38.72
Total compensation expense related to these share-based payments including stock options was $ 45.9 million, $ 38.5 million, and $ 44.7 million during the years ended September 30, 2023, 2022 and 2021, respectively. Unrecognized compensation expense related
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to total share-based payments outstanding as of September 30, 2023 and 2022 was $ 48.3 million and $ 45.9 million, respectively, to be recognized on a straight-line basis over the awards’ respective vesting periods which are generally three years .
14. Income Taxes
Income (loss) before income taxes included loss from domestic operations of $ 129.2 million, income of $ 235.2 million, and income of $ 98.6 million for fiscal years ended September 30, 2023, 2022 and 2021 and income from foreign operations of $ 342.6 million, $ 315.4 million, and $ 310.2 million for fiscal years ended September 30, 2023, 2022 and 2021.
Income tax expense was comprised of:
Fiscal Year Ended
September 30,
September 30,
September 30,
2023
2022
2021
(in millions)
Current:
Federal
$
67.7
$
22.8
$
32.2
State
71.9
16.0
6.8
Foreign
52.8
75.8
53.2
Total current income tax expense
192.4
114.6
92.2
Deferred:
Federal
( 71.8 )
22.1
( 28.8 )
State
( 84.3 )
11.8
18.8
Foreign
19.8
( 12.4 )
6.8
Total deferred income tax benefit
( 136.3 )
21.5
( 3.2 )
Total income tax expense
$
56.1
$
136.1
$
89.0
The major elements contributing to the difference between the U.S. federal statutory rate of 21 % for fiscal years ended September 30, 2023, 2022 and 2021 and the effective tax rate are as follows:
Fiscal Year Ended
September 30,
September 30,
September 30,
2023
2022
2021
Amount
%
Amount
%
Amount
%
(in millions)
Tax at federal statutory rate
$
44.8
21.0
%
$
115.6
21.0
%
$
85.8
21.0
%
State income tax, net of federal benefit
( 7.1 )
( 3.3 )
20.2
3.7
8.0
2.0
Foreign residual income
59.4
27.8
46.4
8.4
45.6
11.1
Valuation allowance
16.6
7.8
( 18.0 )
( 3.3 )
12.4
3.0
Nondeductible costs
10.7
5.0
19.7
3.6
6.0
1.5
Change in uncertain tax positions
9.4
4.4
15.4
2.8
8.5
2.1
Audit settlement
1.9
0.9
( 1.5 )
( 0.3 )
10.4
2.5
Foreign tax rate differential
0.2
0.1
1.1
0.2
8.8
2.1
Income tax credits and incentives
( 68.2 )
( 31.9 )
( 51.0 )
( 9.3 )
( 51.3 )
( 12.5 )
Exclusion of tax on non-controlling interests
( 9.4 )
( 4.4 )
( 5.1 )
( 0.9 )
( 6.1 )
( 1.5 )
Tax exempt income
( 3.3 )
( 1.5 )
( 5.9 )
( 1.1 )
( 5.4 )
( 1.3 )
Tax rate changes
( 3.2 )
( 1.5 )
( 4.1 )
( 0.7 )
( 26.8 )
( 6.5 )
Return to provision
( 0.5 )
( 0.2 )
( 1.5 )
( 0.3 )
( 9.5 )
( 2.3 )
Other items, net
4.8
2.1
4.8
0.9
2.6
0.6
Total income tax expense
$
56.1
26.3
%
$
136.1
24.7
%
$
89.0
21.8
%
During fiscal 2023, valuation allowances in the amount of $ 21.0 million related to the AECOM Capital impairment charge were established for the portion of the charge that is not expected to be realized.
During fiscal 2022, valuation allowances in the amount of $ 21.9 million primarily related to net operating losses in certain foreign entities were released due to sufficient positive evidence. The positive evidence included a realignment of the Company’s global transfer pricing methodology which resulted in forecasting the utilization of the net operating losses within the foreseeable future.
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During fiscal 2021, the United Kingdom enacted a corporate tax rate increase from 19 % to 25 % beginning April 2023 requiring deferred tax assets and liabilities to be remeasured. The remeasurement resulted in a $ 25.9 million tax benefit, which is included in tax rate changes above.
During fiscal 2021, the Company partially settled its U.S. federal audit for fiscal 2015 and 2016 and recorded tax expense of $ 13.2 million due primarily to changes in tax attributes.
The Company is currently under tax audit in several jurisdictions including the U.S. and believe 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 would reverse its valuation allowance in a particular tax jurisdiction if the positive evidence examined, such as projected and sustainable earnings or a tax-planning strategy that allows for the usage of the deferred tax asset, is sufficient to overcome significant negative evidence, such as large net operating loss carryforwards or a cumulative history of losses in recent years. In the United States, the valued deferred tax assets have a restricted life or use under relevant tax law and, therefore, it is unlikely that the valuation allowance related to these assets will reverse. In addition, the Company is continually investigating tax planning strategies that, if prudent and feasible, may be implemented to realize a deferred tax asset that would otherwise expire unutilized. The identification and internal/external approval (as relevant) of such a prudent and feasible tax planning strategy could cause a reduction in the valuation allowance.
The deferred tax assets (liabilities) are as follows:
Fiscal Year Ended
September 30,
September 30,
2023
2022
(in millions)
Deferred tax assets:
Compensation and benefit accruals not currently deductible
$
92.2
$
91.6
Net operating loss carryforwards
102.3
113.7
Self-insurance reserves
23.2
4.5
Research and experimentation and other tax credits
43.1
111.4
Pension liability
44.7
52.1
Accrued liabilities
295.1
280.4
Capital loss carryforward
64.0
64.4
Partnership investment
102.0
—
Other
7.1
5.3
Total deferred tax assets
773.7
723.4
Deferred tax liabilities:
Unearned revenue
( 7.0 )
( 1.5 )
Depreciation and amortization
( 13.1 )
( 111.4 )
Acquired intangible assets
( 5.4 )
( 11.2 )
Investment in subsidiaries
( 10.7 )
( 10.8 )
Right of use assets
( 94.0 )
( 125.6 )
Contingent consideration
( 34.2 )
( 33.6 )
Other
( 15.5 )
—
Total deferred tax liabilities
( 179.9 )
( 294.1 )
Valuation allowance
( 171.2 )
( 154.4 )
Net deferred tax assets
$
422.6
$
274.9
As of September 30, 2023, and 2022, the Company has available unused federal, foreign and state net operating loss (NOL) carryforwards of $ 757.5 million and $ 848.0 million, respectively , which expire at various dates over the next several years and capital loss carryforwards of $ 199.4 million and $ 205.2 million, respectively, which mostly expire in 2025; some foreign NOL carryforwards never expire. In addition, as of September 30, 2023, the Company has unused state and foreign research and development credits of $ 27.2 million and $ 9.6 million, respectively, and other credits of $ 10.4 million which expire at various dates over the next several years.
As of September 30, 2023 and 2022, gross deferred tax assets were $ 773.7 million and $ 723.4 million, respectively. The Company has recorded a valuation allowance of $ 171.2 million and $ 154.4 million as of September 30, 2023 and 2022, respectively,
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primarily related to foreign and state net operating loss carryforwards, capital loss carryforwards, tax credits and other deferred tax assets. The Company has performed an assessment of positive and negative evidence, including the nature, frequency, and severity of cumulative financial reporting losses in recent years, the future reversal of existing temporary differences, predictability of future taxable income exclusive of reversing temporary differences of the character necessary to realize the asset, relevant carryforward periods, taxable income in carry-back years if carry-back is permitted under tax law, and prudent and feasible tax planning strategies that would be implemented, if necessary, to protect against the loss of the deferred tax asset that would otherwise expire. Although realization is not assured, based on the Company’s assessment, the Company has concluded that it is more likely than not that the remaining gross deferred tax asset (exclusive of deferred tax liabilities) of $ 602.5 million will be realized and, as such, no additional valuation allowance has been provided. The net increase in the valuation allowance of $ 16.8 million is primarily attributable to an increase in valuation allowances of $ 21.0 million related to the AECOM Capital impairment charge in the US, a decrease in valuation allowances on foreign net operating losses and currency translation adjustments of $ 3.3 million, and decreases in valuation allowances of $ 0.9 million related to state net operating losses and credits.
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 $ 1.3 billion are able to and intended to be reinvested indefinitely. If these basis differences were distributed, foreign tax credits could become available under current law to partially or fully reduce the resulting U.S. income tax liability. There may also be additional U.S. or foreign income tax liability upon repatriation, although the calculation of such additional taxes is not practicable.
As of September 30, 2023, and 2022, the Company had a liability for unrecognized tax benefits, including potential interest and penalties, net of related tax benefit, totaling $ 79.5 million and $ 70.5 million, respectively. The gross unrecognized tax benefits as of September 30, 2023 and 2022 were $ 62.1 million and $ 55.2 million, respectively, excluding interest, penalties, and related tax benefit. Of the $ 62.1 million, approximately $ 60.7 million would be included in the effective tax rate if recognized. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:
Fiscal Year Ended
September 30,
September 30,
2023
2022
(in millions)
Balance at the beginning of the year
$
55.2
$
46.4
Gross increase in current period’s tax positions
3.5
17.4
Gross increase in prior years’ tax positions
17.9
2.4
Gross decrease in prior years’ tax positions
( 13.3 )
( 8.0 )
Decrease due to settlement with tax authorities
( 1.0 )
( 1.4 )
Decrease due to lapse of statute of limitations
—
( 0.5 )
Gross change due to foreign exchange fluctuations
( 0.2 )
( 1.1 )
Balance at the end of the year
$
62.1
$
55.2
The Company classifies interest and penalties related to uncertain tax positions within the income tax expense line in the accompanying consolidated statements of operations. As of September 30, 2023, the accrued interest and penalties were $ 24.4 million and $ 1.5 million, respectively, excluding any related income tax benefits. As of September 30, 2022, the accrued interest and penalties were $ 20.5 million and $ 1.7 million, respectively, excluding any related income tax benefits.
The Company files income tax returns in numerous tax jurisdictions, including the U.S., and numerous U.S. states and non-U.S. jurisdictions around the world. The statute of limitations varies by jurisdiction in which the Company operates. Because of the number of jurisdictions in which the Company files tax returns, in any given year the statute of limitations in certain jurisdictions may expire without examination within the 12-month period from the balance sheet date.
While it is reasonably possible that the total amounts of unrecognized tax benefits could significantly increase or decrease within the next twelve months, an estimate of the range of possible change cannot be made.
15. 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
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includes as potential common shares the weighted average dilutive effects of equity awards using the treasury stock method. For the periods presented, equity awards excluded from the calculation of potential common shares were not significant.
The following table sets forth a reconciliation of the denominators of basic and diluted earnings per share:
Fiscal Year Ended
September 30,
September 30,
September 30,
2023
2022
2021
(in millions)
Denominator for basic earnings per share
138.6
140.8
147.3
Potential common shares
1.5
1.9
2.4
Denominator for diluted earnings per share
140.1
142.7
149.7
16. Other Financial Information
Accrued expenses and other current liabilities consist of the following:
Fiscal Year Ended
September 30,
September 30,
2023
2022
(in millions)
Accrued salaries and benefits
$
599.8
$
602.2
Accrued contract costs
1,340.4
1,246.0
Other accrued expenses
347.3
333.2
$
2,287.5
$
2,181.4
Accrued contract costs above include balances related to professional liability accruals of $ 809.6 million and $ 789.3 million as of September 30, 2023 and 2022, 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 September 30, 2023 and 2022. The Company did not have material revisions to estimates for contracts where revenue is recognized using the input method during the twelve months ended September 30, 2023 and 2022. For the year ended September 30, 2023, the Company incurred restructuring expenses of $ 188.4 million, included personnel and other costs of $ 91.6 million and real estate costs of $ 96.8 million, of which $ 53.3 million was accrued and unpaid at September 30, 2023. During the year ended September 30, 2022, the Company incurred restructuring expenses of $ 107.5 million, of which $ 69.1 million was related to the exit of our Russia-related businesses. The remaining $ 38.4 million related to actions to improve margins and deliver efficiencies. These expenses included personnel and other costs of $ 27.5 million and real estate costs of $ 10.9 million, of which $ 7.9 million was accrued and unpaid at September 30, 2022.
On September 13, 2023, the Company’s Board of Directors declared a quarterly cash dividend of $ 0.18 per share, which was paid on October 20, 2023 to stockholders of record as of the close of business on October 5, 2023. As of September 30, 2023, accrued and unpaid dividends totaled $ 26.7 million and were classified within other accrued expenses on the consolidated balance sheet.
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17. Reclassifications out of Accumulated Other Comprehensive Loss
The accumulated balances and reporting period activities for the years ended September 30, 2023, 2022 and 2021 related to reclassifications out of accumulated other comprehensive loss are summarized as follows (in millions):
Foreign
Accumulated
Pension
Currency
Loss on
Other
Related
Translation
Derivative
Comprehensive
Adjustments
Adjustments
Instruments
Loss
Balances at September 30, 2020
$
( 342.8 )
$
( 567.3 )
$
( 8.6 )
$
( 918.7 )
Other comprehensive income (loss) before reclassification
14.6
( 12.8 )
0.8
2.6
Amounts reclassified from accumulated other comprehensive loss
12.0
—
3.7
15.7
Balances at September 30, 2021
$
( 316.2 )
$
( 580.1 )
$
( 4.1 )
$
( 900.4 )
Foreign
Accumulated
Pension
Currency
Loss on
Other
Related
Translation
Derivative
Comprehensive
Adjustments
Adjustments
Instruments
Loss
Balances at September 30, 2021
$
( 316.2 )
$
( 580.1 )
$
( 4.1 )
$
( 900.4 )
Other comprehensive income (loss) before reclassification
89.9
( 238.7 )
37.9
( 110.9 )
Amounts reclassified from accumulated other comprehensive loss
9.0
19.5
3.1
31.6
Balances at September 30, 2022
$
( 217.3 )
$
( 799.3 )
$
36.9
$
( 979.7 )
Foreign
Accumulated
Pension
Currency
Loss on
Other
Related
Translation
Derivative
Comprehensive
Adjustments
Adjustments
Instruments
Loss
Balances at September 30, 2022
$
( 217.3 )
$
( 799.3 )
$
36.9
$
( 979.7 )
Other comprehensive (loss) income before reclassification
( 10.9 )
59.6
10.7
59.4
Amounts reclassified from accumulated other comprehensive loss
2.2
—
( 8.5 )
( 6.3 )
Balances at September 30, 2023
$
( 226.0 )
$
( 739.7 )
$
39.1
$
( 926.6 )
18. 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. The Company’s unsecured credit arrangements are used for standby letters of credit issued in connection with general and professional liability insurance programs and for contract performance guarantees. At September 30, 2023 and 2022, these outstanding standby letters of credit totaled $ 878.9 million and $ 640.3 million, respectively. As of September 30, 2023, the Company had $ 416.7 million available under these unsecured credit facilities. 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 September 30, 2023, the Company was contingently liable in the amount of approximately $ 883.3 million in issued standby letters of credit and $ 4.6 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.
The Company’s investment adviser jointly manages and sponsors the AECOM-Canyon Equity Fund, L.P. (the “Fund”), in which the Company indirectly holds an equity interest and has an ongoing capital commitment to fund investments. At September 30, 2023, the Company has capital commitments of $ 8.3 million to the Fund over the next 5 years.
In addition, in connection with the investment activities of AECOM Capital, the Company provides guarantees of certain contractual obligations, including guarantees for completion of projects, repayment of debt, environmental indemnity obligations and other lender required guarantees.
Department of Energy Deactivation, Demolition, and Removal Project
A former affiliate of the Company, Amentum Environment & Energy, Inc., f/k/a AECOM Energy and Construction, Inc. (“Former Affiliate”), 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. In February 2011, the Former Affiliate 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, required the DOE to pay all project costs up to $ 106 million, required the Former Affiliate and the DOE to equally share in all project costs incurred from $ 106 million to $ 146 million, and required the Former Affiliate 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, the Former Affiliate was required to perform work outside the scope of the Task Order Modification. In December 2014, the Former Affiliate submitted an initial set of claims against the DOE pursuant to the Contracts Disputes Acts seeking recovery of $ 103 million, including additional fees on changed work scope (the “2014 Claims”). On December 6, 2019, the Former Affiliate submitted a second set of claims against the DOE seeking recovery of an additional $ 60.4 million, including additional project costs and delays outside the scope of the contract as a result of differing site and ground conditions (the “2019 Claims”). The Former Affiliate also submitted three alternative breach of contract claims to the 2014 and 2019 Claims that may entitle the Former Affiliate to recovery of $ 148.5 million to $ 329.4 million. On December 30, 2019, the DOE denied the Former Affiliate’s 2014 Claims. On September 25, 2020, the DOE denied the Former Affiliate’s 2019 Claims. The Company filed an appeal of these decisions on December 20, 2020 in the Court of Federal Claims. Deconstruction, decommissioning and site restoration activities are complete.
On January 31, 2020, the Company completed the sale of its Management Services business, including the Former Affiliate who worked on the DOE project, to Maverick Purchaser Sub LLC (MS Purchaser), an affiliate of American Securities LLC and Lindsay Goldberg LLC. The Company and the MS Purchaser agreed that all future DOE project claim recoveries and costs will be split 10 % to the MS Purchaser and 90 % to the Company with the Company retaining control of all future strategic legal decisions.
The Company intends to vigorously pursue all claimed amounts but can provide no certainty that the Company will recover 2014 Claims and 2019 Claims submitted against the DOE, or any additional incurred claims or costs, which could have a material adverse effect on the Company’s results of operations.
Refinery Turnaround Project
A Former Affiliate of the Company entered into an agreement to perform turnaround maintenance services during a planned shutdown at a refinery in Montana in December 2017. The turnaround project was completed in February 2019. Due to circumstances outside of the Company’s Former Affiliate’s control, including client directed changes and delays and the refinery’s condition, the Company’s Former Affiliate performed additional work outside of the original contract over $ 90 million and is entitled to payment from the refinery owner of approximately $ 144 million. In March 2019, the refinery owner sent a letter to the Company’s Former Affiliate alleging it incurred approximately $ 79 million in damages due to the Company’s Former Affiliate’s project performance. In April 2019, the Company’s Former Affiliate filed and perfected a $ 132 million construction lien against the refinery for unpaid labor and materials costs. In August 2019, following a subcontractor complaint filed in the Thirteen Judicial District Court of Montana
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asserting claims against the refinery owner and the Company’s Former Affiliate, the refinery owner crossclaimed against the Company’s Former Affiliate and the subcontractor. In October 2019, following the subcontractor’s dismissal of its claims, the Company’s Former Affiliate removed the matter to federal court and cross claimed against the refinery owner. In December 2019, the refinery owner claimed $ 93.0 million in damages and offsets against the Company’s Former Affiliate.
On January 31, 2020, the Company completed the sale of its Management Services business, including the Former Affiliate, to the MS Purchaser; however, the Refinery Turnaround Project, including related claims and liabilities, has been retained by the Company.
The Company intends to vigorously prosecute and defend this matter; however, the Company cannot provide assurance that the Company will be successful in these efforts. The resolution of this matter and any potential range of loss cannot be reasonably determined or estimated at this time, primarily because the matter raises complex legal issues that Company is continuing to assess.
19. Reportable Segments and Geographic Information
The Company’s reportable segments are presented according to their geographic regions and business activities. The Americas segment provides planning, consulting, architectural and engineering design services, and construction management services to public and private clients in the United States, Canada, and Latin America, while the International segment provides similar professional services to public and private clients in Europe, the Middle East, India, Africa, and the Asia-Australia-Pacific regions.
The Company’s AECOM Capital (ACAP) segment primarily invests in and develops real estate projects. These reportable segments are organized by 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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The following tables set forth summarized financial information concerning the Company’s reportable segments:
AECOM
Reportable Segments:
Americas
International
Capital
Corporate
Total
(in millions)
Fiscal Year Ended September 30, 2023:
Revenue
$
10,975.7
$
3,402.1
$
0.7
$
—
$
14,378.5
Gross profit
699.7
245.1
0.7
—
945.5
Equity in earnings of joint ventures
14.9
9.6
( 303.9 )
—
( 279.4 )
General and administrative expenses
—
—
( 12.6 )
( 141.0 )
( 153.6 )
Restructuring costs
—
—
—
( 188.4 )
( 188.4 )
Operating income
714.6
254.7
( 315.8 )
( 329.4 )
324.1
Segment assets
7,433.1
2,536.2
64.5
1,104.4
Gross profit as a % of revenue
6.4
%
7.2
%
—
—
6.6
%
Fiscal Year Ended September 30, 2022:
Revenue
$
9,939.3
$
3,206.7
$
2.2
$
—
$
13,148.2
Gross profit
639.9
205.9
2.2
—
848.0
Equity in earnings of joint ventures
13.9
15.3
24.4
—
53.6
General and administrative expenses
—
—
( 12.6 )
( 134.7 )
( 147.3 )
Restructuring costs
—
—
—
( 107.5 )
( 107.5 )
Operating income
653.8
221.2
14.0
( 242.2 )
646.8
Segment assets
7,232.2
2,467.9
264.9
1,095.3
Gross profit as a % of revenue
6.4
%
6.4
%
—
—
6.4
%
Fiscal Year Ended September 30, 2021:
Revenue
$
10,226.3
$
3,112.6
$
2.0
$
—
$
13,340.9
Gross profit
631.6
164.8
2.0
—
798.4
Equity in earnings of joint ventures
11.4
12.2
11.4
—
35.0
General and administrative expenses
—
—
( 11.1 )
( 143.9 )
( 155.0 )
Restructuring costs
—
—
—
( 48.8 )
( 48.8 )
Operating income
643.0
177.0
2.3
( 192.7 )
629.6
Segment assets
7,204.6
2,764.5
234.6
1,390.9
Gross profit as a % of revenue
6.2
%
5.3
%
—
—
6.0
%
Geographic Information:
Fiscal Year Ended
September 30,
September 30,
September 30,
Long-Lived Assets
2023
2022
2021
(in millions)
Americas
$
3,478.5
$
3,906.7
$
3,922.8
Europe, Middle East, India, Africa
803.5
763.6
872.3
Asia-Australia-Pacific
342.3
362.1
405.0
Total
$
4,624.3
$
5,032.4
$
5,200.1
Long-lived assets consist of noncurrent assets excluding deferred tax assets.
20. Major Clients
No single client accounted for 10 % or more of the Company’s revenue in any of the past five fiscal years. Approximately 5 %, 6 %, and 8 % of the Company’s revenue was derived through direct contracts with agencies of the U.S. federal government in the years ended September 30, 2023, 2022 and 2021, respectively.
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AECOM Technology Corporation
Schedule II: Valuation and Qualifying Accounts
(amounts in millions)
Balance at
Additions
Other and
Balance at
Beginning
Charged to Cost
Foreign
the End of
of Year
of Revenue
Deductions (a)
Exchange Impact
the Year
Allowance for Doubtful Accounts
Fiscal Year 2023
$
104.0
$
40.9
$
( 50.8 )
$
0.1
$
94.2
Fiscal Year 2022
$
92.8
$
43.9
$
( 29.6 )
$
( 3.1 )
$
104.0
Fiscal Year 2021
$
77.9
$
29.1
$
( 14.9 )
$
0.7
$
92.8
(a) Primarily relates to accounts written-off and recoveries
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
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.