Together,
We Thrive
2020 ANNUAL REPORT
“ The resiliency of our people, our innovation and agility,
and the indispensable partnerships we have forged with
our clients through this crisis set us on a solid path to
sustain growth and forge new market leadership.”
Troy Rudd
Chief Executive Officer
DEAR STOCKHOLDERS:
It’s been said that the true strengths of an organization are
best measured during difficult times.
Over the past year, in the face of a public health emergency
and unprecedented operating conditions due to a once-
in-a-century pandemic, AECOM consistently delivered for
our people, clients, communities and stockholders.
We kept our people safe and employed, achieved double-
digit adjusted1 EBITDA2 growth, expanded project backlog
and advanced our transformation into a lower-risk, higher-
margin professional services firm. We also launched our
comprehensive Think and Act Globally strategy to further
improve how we work, deepen client relationships, better
focus our expertise and market-leading capabilities for
growth and set new standards for technical excellence in
our industry.
I believe our organization is stronger today because of the
adversity we overcame during the 2020 fiscal year. The
resiliency of our people, our innovation and agility, and the
indispensable partnerships we have forged with our clients
through this crisis set us on a solid path to sustain growth
and forge new market leadership.
As a leading professional services provider, the number-
one ranked environmental services firm globally, a leader
in key water sectors, the leading transportation design
firm and a leading green designer and construction
manager, we are well positioned to help our clients meet
new requirements in addressing environmental, social and
governance (ESG) factors that lead to improved outcomes.
To that end, in my new role as chief executive officer, I have
moved quickly along with the leadership team to prioritize
investments of capital and time to ensure we are delivering
on our commitment to set a new standard of excellence
in our industry. This includes actions we have taken to
restructure the business and simplify the organization
to remove layers and enhance collaboration. We have
Troy Rudd
Chief Executive Officer
also established an internal practitioner-led ESG council
focused on delivering on our sustainability, diversity and
inclusion commitments to our people, communities and
clients, reflecting our position as a signatory to the UN
Global Compact.
I could not be prouder of what our professionals achieved
in the past year, and we are energized by the opportunities
we have in front of us.
Rising above the pandemic
The pandemic had profound impacts on the lives of our
employees and their families, our clients and communities.
Yet our people mobilized safely and quickly to provide
extraordinary support and disaster response work from
delivering temporary hospitals in cities around the world—in
some instances, in a matter of days—to advising public-
and private-sector clients across industries on their safe
reopenings. We pioneered and rolled out virtual consultation
tools and digital platforms to help public transit systems
return to service and to advance other infrastructure
projects critical to economic and social recovery.
AECOM 2020 Annual Report 1
FY20 Highlights
14%
Adjusted1 EBITDA2 growth
$341 13%
Free cash flow3
(millions)
Increase in
project backlog
$2.15 23%
Adjusted1 earnings
per share
FY21 adjusted earnings
per share growth
(mid-point of guidance)
• In FY20, our adjusted1 earnings per share (EPS) increased
from $1.86 to $2.15, and we have set guidance for FY21
in the range of $2.55 to $2.75—a 23% increase at the
midpoint.
Recognizing that promoting diversity in ideas and
perspectives makes us a better, more innovative company,
AECOM reaffirmed its commitment to extending a culture
of equity, diversity and inclusion (ED&I) throughout our
global enterprise. From creating a reverse mentoring
program pairing more junior professionals with our
executive leadership team to expanding employee
resource groups, we continue to ensure AECOM remains
a place where our diverse talent thrives with equitable
opportunities to grow, deliver superior business results
and enrich our communities.
Setting a new course for the future
Working with an engaged Board of Directors and senior
leadership team, we have put forward a new strategic
approach to help carry us through the pandemic and best
address the evolving challenges faced by our clients and a
warming planet.
Central to our strategy is my belief, informed by my
long time spent in Professional Services organizations,
that our people are at the heart of our company. They
distinguish us in the marketplace and define AECOM as
the innovative, go-to consultants for our clients’ most
challenging projects. Through every decision we make,
our leadership team must be focused on creating value
for our employees—and, in turn, creating value for our
clients and shareholders.
With more than 90% of our 54,000 employees working
remotely at peak, we leveraged technology to engage our
clients and keep our teams productive. Our Fast Forward to
the Future initiative builds upon this experience, our people’s
ingenuity and new technology to improve our efficiency and
forever change how we work and deliver for our clients.
As a reflection of the strength of our global brand and
reputation for integrity, AECOM was named one of Fortune’s
World’s Most Admired Companies for a sixth consecutive
year, and we were again ranked the number one design
firm by Engineering News-Record in 2020 in many markets,
including transportation, environment and facilities.
Reinforcing the strength of our business
In fiscal year 2020, we improved our underlying business
and delivered on our financial commitments in the
following ways:
• Achieved 14% adjusted1 EBITDA2 growth, marking a new
high for our Professional Services business, and $341
million of free cash flow3 for the year.
• Expanded our project backlog by 13%, near an all-time
high, providing us with visibility to execute with certainty.
• Further simplified our business and reduced risk by
completing the $2.4 billion sale of our Management
Services group and closing on the divestiture of the
Power construction and Civil construction businesses
early in fiscal 2021.
• Extended shareholder value by delivering industry-leading
adjusted operating margins, de-risking our business profile
and strengthening our balance sheet. We executed
on our capital allocation policy with more than $500
million of share repurchases between September and
December 2020, and our Board of Directors increased the
authorization for purchases from $305 million to $1 billion.
2
“ At AECOM, we are optimistic about the future
and continue to work toward a world where
infrastructure creates opportunity for everyone.”
As you’ll read in the pages that follow, our Think and Act
Globally strategy is designed to advance our growth and
create value in four ways:
THINK AND ACT GLOBALLY
1. Simplifying our organization and focusing
our global capabilities in markets that better
play to our core strengths. Key among
these changes was the global integration
of our Design and Consulting Services
(DCS) business.
2. Deepening our client relationships and the
knowledge-based solutions we provide to
capitalize on new opportunities.
3. Continuing to transform how we work to
expand flexibility for our employees and
clients, significantly improve productivity,
advance technical excellence and increase
client satisfaction.
4. Leading our industry in ESG to help our
clients better prioritize and respond to
environmental and net-zero mandates,
and to support projects and programs that
uplift communities and create positive
social impact.
Our bright future is the result of our transformation into a
Professional Services firm. We have reduced risk in our
business portfolio and made investments in people and digital
innovations to expand our market share in transportation,
water, facilities and the environment, and to deepen client
engagement. A simplified operating model that leverages
an expanded network of global design centers improves our
efficiency, while standardizing high quality and allowing us to
accelerate client delivery.
The ability to draw on diverse, global perspectives from our
industry’s most talented workforce will continue to be a
competitive advantage for AECOM, and the collaboration
among our professionals that is reinforced by our Think and
Act Globally strategy allows us to bring our global expertise
to each client and power new ideas.
The changes we have made and our path forward, are
already creating shareholder value, with our stock
performance in fiscal year 2020, up nearly 20%, surpassing
the average percentage gains of our peers and the S&P
500. We have built a cash-generative, enduring business
model with the agility and resiliency to overcome
uncertainties arising from the pandemic and better
pursue emerging opportunities.
At AECOM, we are optimistic about the future and continue
to work toward a world where infrastructure creates
opportunity for everyone. We hope to know soon whether
new vaccines and public health vigilance can bring an end
to this pandemic, but the work of recovering from this
global tragedy is already beginning.
No matter the challenges we may face on this journey
together, AECOM is better positioned for success today than
ever before in our history, and our teams are passionately
aligned in purpose to deliver a better world.
Troy Rudd
Chief Executive Officer
AECOM 2020 Annual Report 3
Delivering a better
world in which people
and communities grow
4
WORK HIGHLIGHTS
2020 was a year like no other, and the COVID-19 pandemic had
profound impacts on the daily lives of our employees and their
families, our clients, our communities and our business.
Our employees’ safety, health and well-being are our top priority.
As soon as the pandemic began, we took immediate action
to ensure they were safe and accounted for, and to maintain
business continuity for our clients. In each of our markets, we
have been doing our part to help contain the spread of COVID-19
and enable a safe work environment by following the lead of our
safety and health experts, as well as guidance from public health
organizations and government agencies.
From the earliest days of the outbreak, our professionals
mobilized quickly to provide extraordinary support for our clients
and communities during these challenging times. Working closely
with federal, state and local clients, our teams led the industry
for disaster response, including delivering temporary hospitals
with thousands of hospital beds and advising clients on their safe
reopening and return-to-work strategies.
We also changed the way we work, with more than 90% of
our employees working remotely at peak while improving
client satisfaction. The pandemic intensified the pace of
digital transformation and has magnified the benefits of our
long-standing investments in IT and innovation, including the
development and release of cutting-edge solutions to help
deepen engagement between our employees and our clients
as well as our clients and their stakeholders. Through it all, our
organization has come together in new ways to deliver for our
clients and continue realizing our purpose to deliver a better world.
>90%
Remote workforce at peak of pandemic
AECOM 2020 Annual Report 5
RAPID RESPONSE
We quickly activated our disaster resilience teams to help
federal, state and local clients expand healthcare capacity in
the first months of the pandemic.
AECOM provided design, engineering, consultancy, construction
management and project management services to assess and
modify existing facilities, and design and build new temporary
hospitals, alternate care facilities and testing locations.
>1,000
>1,000
>400
>1,000
State University of New York
at Old Westbury, Long Island,
New York
New York City Department
of Design and Construction,
Brooklyn and Queens, New York
• Expanded new alternate care
facility capacity by 1,024 beds
• Delivered U.S. Army Corps of
Engineers project in 28 days
in support of a FEMA mission
assignment
• Mobilized teams to manage
construction of both hospitals
within 24 hours of award
• Increased the city’s hospital
capacity by more than
1,000 beds
The Ranch Events Complex,
Loveland, Colorado
McCormick Place Convention
Center, Chicago, Illinois
• Delivered a temporary health-
care facility with nearly 200
operational patient beds as well
as an additional 200 patient
beds with minimal build-out for
future surge capacity
• Delivered 1,000 beds for the
McCormick Place alternate
care facility
6
Our work continues at the forefront of phased pilots for
early detection and real-time monitoring of COVID-19 in
wastewater, including developing sampling protocols and
data normalization approaches.
>900
>300
>84
Alternate Hospital Sites,
State of Rhode Island
NHS Louisa Jordan Hospital,
Glasgow, Scotland
St. Vincents on the Park,
Melbourne, Australia
• Provided oversight and
• Delivered new temporary
• Re-commissioned Peter
program management to
convert existing facilities
within 21 days
NHS Louisa Jordan hospital
• Initially provided NHS
MacCallum Cancer Institute in
12 weeks
Scotland with 300 beds
through the conversion of
the Scottish Events Campus
• Added to capacity in the
healthcare system with
additional 84 beds
>700
Drive-Through Coronavirus
Testing Center, Dubai, United
Arab Emirates
• Appointed by TECOM Group to
construct a testing center in
Al Khawaneej within 10 days
• Finalized construction with
zero incidents in nine days,
enabling testing operations for
the local community to begin
ahead of schedule
>325
Bergen County Utilities Authority, Bergen County, New Jersy,
in partnership with Columbia University
• Monitoring COVID-19
ribonucleic acid in wastewater
for early indication of
increases in infection rates
and the effectiveness of
vaccine deployment
• Collected, tested and analyzed
more than 700 samples since
the pandemic started
• Results found that wastewater
monitoring statistically
provides a seven to 10 day
leading indicator of reported
COVID-19 cases
VenueShield program
• Partnered with ASM Global to
release new venue reopening
protocols to more than 325
ASM facilities worldwide
• Currently being deployed in
arenas, stadia, theaters and
convention centers
AECOM 2020 Annual Report 7
Accelerating our industry’s
transformation to drive faster
results, smarter solutions and
better outcomes for clients
DIGITAL & INNOVATION
Mobilitics™ at Work
Seamless Bay Area: AECOM teamed with Seamless
Bay Area to develop a scenario planning tool and
approach to evaluating and envisioning an integrated,
people-focused and equitable transit system recovery
plan for the San Francisco Bay Area. MobiliticsTM is
being used to understand how different levels of transit
network optimization and funding may impact future
transportation patterns and accessibility. Additionally,
the team is helping communicate the vision to policy-
makers and the public to build support for near-,
medium- and long-term funding and policy reforms.
New Jersey Transit: In order to provide actionable and
results-oriented analysis and a better understanding of
the impact of COVID-19 on New Jersey Transit, AECOM
is using MobiliticsTM for scenario planning to forecast
possible ridership and revenue under different recovery
and return-to-service scenarios. This analysis includes
regular updates to incorporate actual ridership and
the pace of recovery to understand how these factors
change the trajectory of ridership on bus, rail and light rail.
Northern Virginia Transportation Authority: With the
goal of exploring impacts on operating conditions and
investment considerations for future transportation
projects, AECOM is providing services to the Northern
Virginia Transportation Authority to evaluate the effects
of the COVID-19 pandemic on travel behavior and return
to service. The work involves developing four scenarios
and performance analyses to help inform policy decisions
and regional recovery efforts.
MOBILITICS™ FOR PANDEMIC RESPONSE
AECOM launched MobiliticsTM for Pandemic Response,
an updated version of its groundbreaking transportation
scenario planning tool. This latest iteration helps transit
agencies, departments of transportation and other
clients across the U.S. assess how pandemic infection
rates, stay-at-home orders, availability and deployment
of vaccines, economic recovery and reopening, and
other factors are expected to impact transportation
patterns, in order to help clients better recover and
strengthen resiliency.
The transportation industry is experiencing profound
transformations, from changes in travel patterns and
behaviors due to the global pandemic to technology
advances in vehicle communication and automation
to teleworking and increased e-commerce. Several
of AECOM’s transportation clients are already using
MobiliticsTM to better understand how these complex
and interrelated factors may impact future mobility and
help inform service and capital planning decisions today.
8
Increasing
engagement
VIRTUAL PUBLIC CONSULTATION TOOL
Our interactive web-based tool allows clients to engage
and consult stakeholders from their computer or mobile
device. By providing a more resilient approach to community
engagement, the new tool allows clients to engage with
a wider audience who cannot attend in-person meetings
during consultation periods.
Through the new platform, a virtual event can be
personalized to show consultation materials including
virtual reality and sound demonstrations, videos, maps,
plans and pop-up banners. The tool allows for instant
feedback so public reaction can be captured and saved
for analysis and accurate reporting. There is also a
chat function so on-hand experts can remotely answer
questions as visitors look around the materials, similar to
what would take place during an in-person event.
Streamlining
processes
AECOM ENVIRONMENTAL ENGAGEMENT
The AECOM Environmental Engagement platform
streamlines environmental documentation and
stakeholder engagement throughout the environmental
assessment process by presenting highly technical
information in a user-friendly, online and interactive format.
First developed by AECOM for public- and private-
sector clients in Australia, the scalable platform has now
expanded globally after AECOM successfully created a
purpose-built digital environmental impact statement on
behalf of Highways England and the first-ever National
Environmental Policy Act–compliant digital statement on
behalf of the U.S. Army Corps of Engineers.
Designed to complement and streamline the traditional
paper-based environmental planning process, AECOM
Environmental Engagement enables project teams to
consolidate the many aspects of environmental studies,
Many AECOM clients have already benefited from the virtual
public consultation tool, including East Lothian Council,
Oxfordshire County Council, Public Health England and the
U.S. Army Corps of Engineers, Savannah District.
including photos, visualizations, sound demonstrations,
videos, models and narrative, into a single data platform.
Through the platform, teams create the online experience,
review the content and then publish the final document
for stakeholders. It also enables stakeholders to provide
feedback directly to project proponents who can track
community sentiment throughout the project lifecycle.
The new platform works seamlessly with AECOM’s virtual
public consultation tool, which enables virtual community
engagement in an interactive online platform. Together,
these solutions provide powerful support to clients
managing existing and future projects through the key
planning and approval gates.
AECOM 2020 Annual Report 9
2.
3.
4.
1.
Our teams are driven by a common purpose to deliver a better
world through our unrivaled technical expertise and innovation,
a culture of equity, diversity and inclusion, and a commitment to
environmental, social and governance priorities.
5.
6.
7.
8.
9.
10.
10
Resilience
in action
2
1
7
5
6
3
4
8
9
10
In the face of unprecedented obstacles, our 54,000 professionals
remained dedicated to pushing the limits of what’s possible and
continuing to deliver for clients and communities across the globe.
1. SoFi Stadium
Through a joint venture, AECOM managed
the construction of the first football
stadium erected in Los Angeles in nearly
a century, which can host approximately
70,000 fans inside the 3.1 million-square-
foot facility.
2. Los Angeles’ Joint Water Pollution
Control Plant
Through an Energy Savings Performance
Contract, AECOM will retrofit one of the
largest wastewater treatment plants in
the U.S. that serves five million residents,
businesses and industries.
3. U.S. Air Force Academy’s historic
Sijan Hall
AECOM is designing the renovation of the
700,000-square-foot Sijan Hall, located
in a National Historic Landmark district,
which encompasses residential, academic,
courtyard and recreational spaces.
4. TEXRail
AECOM has been selected by Trinity
Metro to conduct the environmental
assessment and preliminary engineering
for the TEXRail extension project. The
extension will serve the more than 40,000
people who work in the fast-growing
Medical District, plus residents and
businesses in the surrounding Near
Southside neighborhood.
5. Réseau Électrique Métropolitain (REM)
AECOM is designing railway infrastructure
for REM, including tracks, power and
traction systems, as part of one overall
integrated system that will link existing
networks to serve the greater Montréal
area. When completed in 2022, REM’s
67 kilometers of double track will make
it the fourth largest atomized electric
transit network in the world.
6. One Vanderbilt Avenue
AECOM Tishman served as construction
manager for One Vanderbilt, a new
1,400-foot-high commercial tower
adjacent to Midtown Manhattan’s Grand
Central Terminal, one of the busiest
train stations in the world. The supertall
building will be the second tallest office
tower in New York City, with a public
transit hall at the base of the building and
a 14,000-square-foot public plaza.
7. Natural Capital Laboratory
Accounting for environmental, social
and economic impacts is an increasing
priority for many organizations, and
understanding and measuring natural
capital, as part of this, is key. The Natural
Capital Laboratory (NCL), set up by
AECOM and the Lifescape Project, is
a unique project to do just this: a live
environment for identifying, quantifying
and valuing the impacts of re-wilding.
8. NEOM
AECOM will lead the design, transport
and utilities backbone infrastructure for
NEOM, a new model for urbanization and
sustainability located in the northwest
region of Saudi Arabia. In addition to
design services, AECOM’s scope will
also include environmental and geo-
technical support.
9. Tuen Mun South Extension,
Hong Kong
AECOM has been awarded the detailed
planning and design consultancy
contract for the Tuen Mun South
Extension, Hong Kong. The project
includes a 2.4-kilometer extension of
the West Rail Line from the existing Tuen
Mun Station to a new terminus at Tuen
Mun South, with a new intermediate
station, A16.
10. Melbourne Metro Tunnel
The highly complex and challenging design
brief will connect the new nine-kilometer
Metro tunnels to the existing live rail
corridors. AECOM’s affiliates will design
all elements of Victoria’s largest-ever
public transport project, which is critical
to the mobility of a growing population.
AECOM 2020 Annual Report 11
Transforming how
people work
WORKPL ACE OF THE FUTURE
During the COVID-19 pandemic, we continued essential and mission-critical
business operations in person as permitted and necessary, and shifted the
majority of our professional consulting workforce to a virtual, work-from-home
environment. We have ensured our employees could be safe, effective and
productive from anywhere, and maintained delivery for our clients without
sacrificing efficiency or quality.
Drawing upon the experiences of our
teams, we invited their input and ideas to
begin to shape the future ways of working
at AECOM. In particular, through a global
competition, we challenged employees to
consider how new workspaces can support
health, collaboration and camaraderie, how
technology and tools can be leveraged
to optimize productivity and client
engagement, and what they need to be well
and engaged. Many of the resulting ideas
are being implemented regionally and
globally.
Through our Workplace of the Future
initiative, we are developing a space and
technology framework that allows for
seamless connectivity between home
offices, company offices and client sites,
and a new workplace design that accounts
for reduced capacity requirements and
evolving use cases.
Our commitment to providing employees
with the support and development they
need to do their best work and fostering
a culture of respect and inclusion
continues as we build a more flexible work
environment.
We are also advancing initiatives to
enable the digital delivery of our work
by establishing best practices and
governance protocols for the digital reuse
of core elements of the design process.
50%
30%
74%
98%
Up to 50% reduction
in real estate footprint
(compared to FY15)
30% reduction in business
travel (over five years)
74% of employees want an
expansion of flexible work
options post-pandemic
98% of key clients are open
to using digital methods of
engagement in the future
12
TO THE FUTURE
“ Designing the future of work at AECOM will help us attract
and retain top talent with a leading employee experience,
strengthen client relationships through improved project
delivery, advance our sustainability goals with a reduction in
employee commuting and travel, and deliver bottom-line
results through savings on fixed infrastructure costs.”
Todd Battley
Chief Strategy Officer
AECOM 2020 Annual Report 13
Strength and
recognition
FINANCIAL PERFORMANCE
Despite the challenges presented by the COVID-19 pandemic, our teams made
exceptional contributions to their clients and our business that resulted in strong
financial performance in fiscal 2020. In particular, we exceeded our guidance on
nearly every key financial metric:
+14%
Adjusted1 EBITDA2
+360bp
The segment-adjusted1 operating margin4 (on NSR5)
increased by 160 basis points to 12.3% and exceeded
our guidance by 60 basis points; our margins have
increased by 360 basis points since fiscal 2018 and
are at an industry-leading level
$657M
FY19
$746M
FY20
$341M
Free cash flow3 of $619 million in the fourth quarter
resulted in full-year free cash flow of $341 million,
which exceeded the high end of our guidance range
Adjusted EBITDA increased by 14%,
which marked a new high for our
Professional Services business and
exceeded the mid-point of our guidance
$41.2B
Total backlog increased by 13% over the prior year
to $41.2 billion, including 12% growth in contracted
backlog, providing solid levels of visibility
“ With our transformation into a professional services firm,
our business is well positioned to perform through periods
of uncertainty.”
Gaurav Kapoor
Chief Financial Officer
14
Throughout the year, we were recognized for
our leadership and received numerous industry
awards that reflect our continued commitment
to excellence.
ACCOL ADES
UNPARALLELED TECHNICAL EXPERTISE
#1
#2
#3
Environment Firm
Green Design Firm
Site Assessment
Transportation Design Firm
Facilities Design Firm
Mixed-Used Buildings
Education Buildings
Aviation
Highways
Chemical Remediation
Commercial Offices
& Government Offices
Bridges
Mass Transit & Rail
Water Supply
Hazardous Waste
Wastewater Treatment
Dams & Reservoirs
Clean Air Compliance
Desalination Plants
Solar Power
Six consecutive years
100% rating on Corporate Equality Index and
Best Place to Work for LGBTQ Equality
Source: 2020 ENR rankings, reflecting global revenue
Military Friendly® Top 10 Company
Military Friendly® Top 10 Supplier
Diversity Program
Military Friendly® Top 10 Employer
Military Friendly® Top 10 Spouse Employer
AECOM 2020 Annual Report 15
AECOM has been recognized globally for delivering projects that reflect our
commitment to leading in environmental, social & governance (ESG) issues. We have
received awards that commend our work in areas such as energy-efficient design,
management of flood and coastal risk, sustainable solutions and outstanding
environmental management.
SUSTAINABILIT Y AWARDS
The Te Auaunga Awa (Oakley Creek)
flood mitigation project in New Zealand
won the Morphum Environment &
Sustainability Excellence Award.
Initially intended to reduce flooding
and allow for higher-density affordable
housing in the area, this project is an
example of collaboration and engineering
excellence that led to a range of positive
environmental, social, cultural and
economic impacts.
The Clatterbridge Cancer Centre in
Liverpool, which opened earlier this
year, was named Subregional Project
of the Year (Liverpool) at the 2020
North West Construction Awards.
AECOM’s role in the project was to design
an energy-efficient building through the
provision of multidisciplinary services,
including building services engineering,
civil and structural engineering, acoustic
engineering, sustainability and BREEAM
and environmental services.
Our designs for the Bay Bridge
Pedestrian Piers received an award
from the Northern California American
Society of Landscape Architecture
in the General Design category. This
transformative project upcycled the old
Bay Bridge foundations and salvaged
bridge steel to create new pedestrian
piers in Oakland and San Francisco. An
opportunity was identified to repurpose
funds that would have been used to
implode the old bridge structures to
instead build public access platforms for
recreation in disadvantaged communities.
AECOM’s landscape architecture team
led the design and implementation.
Design, permitting and construction was
completed in less than a year and a half —
extremely fast for waterfront construction.
SAFET Y AWARDS
AECOM has been commended by clients and councils with
numerous safety awards across the globe over the course
of FY2020, including:
2020 Ground Investigation Project
of the Year
Awarded to Structural Soils working
with Highways England and AECOM
2020 Health and Safety Award
Recognizing AECOM and Equipe
Training’s safety initiative to ensure
plant and rig conformity/compliance
on the Lower Thames Crossing project
16
From the United States National Safety Council (NSC) alone,
AECOM received 157 awards, including:
155
Perfect Record
Awards
2
Million Work
Hours Awards
Achieved a minimum of 12
consecutive months without a
recordable injury or illness
For each award, achieved a
minimum of one million consecutive
hours without an injury or illness
that resulted in days away from
work and zero fatalities
In addition, hundreds of AECOM supervisors earned Safety
Qualified Supervisor status, an internal AECOM program
demonstrating commitment to our values and outstanding
leadership abilities.
Safeguarding our people remains a core value
at AECOM, and our focus on safety was never
more apparent than in fiscal 2020.
SAFET Y
Over the course of the year, our Total Recordable Incident Rate improved by 31% over the prior
year to 0.11, and our Lost Workday Case Rate improved by 40% to 0.03. Both of these metrics
reflect a world-class level of safety performance and are at an industry-leading level.
Total Recordable Incident Rate
(TRIR)
Lost Workday Case Rate
(LWCR)
31%
40%
0.16
FY19
0.11
FY20
0.05
FY19
0.03
FY20
Over the course of the year, our Total
for identifying safety concerns and
address the challenges of new working
Recordable Incident Rate in our Professional
improvements. We are already making
environments (e.g., ergonomic awareness in
Services businesses improved by 31% over
progress in these areas, exceeding our
working from home), support well-being and
the prior year to 0.11, and our Lost Workday
targets for our internal leading indicators
manage potential coronavirus exposure.
Case Rate improved by 40% to 0.03. Both
on these initiatives.
of these metrics reflect a world-class level
of safety performance, our restructuring
activities throughout the year and an
industry-leading level.
For our clients, we are dedicated to the safe
Additionally, our commitment to
delivery of their projects and continually
safeguarding our people has been
monitor our safety performance to ensure
paramount in our response to the global
that we meet their expectations. We have
coronavirus pandemic. We have further
established dedicated Safety, Health and
Our focus on safety extends beyond our
developed our pandemic preparedness
Environment leads for each of our key
strong performance on these indicators.
and resiliency processes through cross-
accounts and ensure participation in all
To ensure our teams’ safety, we are
functional collaboration to protect the
required client-specific training programs,
building on our strengths and continuing
safety and well-being of our people, protect
often jointly facilitated between AECOM
to proactively train our professionals,
the environment and maintain business
and our clients.
investigate and manage near-miss
continuity. This includes key resources and
incidents and provide accessible avenues
tools that facilitate workplace readiness,
AECOM 2020 Annual Report 17
Leading the way
with sustainable
solutions
SUSTAINABILIT Y
As a Professional Services firm, it is important
that we lead in environmental, social and
governance (ESG) issues, particularly as
we acknowledge the biggest impact we can
have is by providing sustainable support and
advice to clients.
With more than 54,000 employees around the
world, we have a significant opportunity—and
responsibility—to not only lessen the impact
of our work, but also to protect, enhance
and restore the natural and social systems
upon which we rely, including as part of our
continued contribution to the United Nations
Sustainable Development Goals.
This is why leading in ESG is a core element
of our Think and Act Globally strategy,
ensuring we encourage clients to join us on
the sustainability journey to create a greener,
healthier, more equitable planet.
18
A key aspect of our ESG strategy is our climate change response.
We do not limit our thinking on emissions reductions simply to
environmental issues. We also consider the vast impacts climate
change can and will have on all the communities we serve,
especially on people disproportionately affected who live in
vulnerable areas. In response, we have set approved science-
based targets in alignment with the Paris Agreement and
targeted at preventing the worst impacts of climate change,
with a 2025 deadline against a 2018 baseline:
2025 Science-Based Targets
20% 10%
Reduction in scope
1 and 2 emissions
(fleet vehicles and
office energy)
Reduction in supply
chain emissions
(scope 3)
We are proud of the progress we have made thus far since setting our approved targets early in 2020. At the end of the fiscal
year, we achieved a 24% reduction in our Scope 1 and 2 emissions and a 5% reduction in supply chain emissions compared
to FY18, meaning we have early achievement of our Scope 1 and 2 target in this unique year and are on track to achieve our
supply chain target on schedule. These results show a consistent effort to improve efficiency in our business, and we are
constantly looking to improve our data quality and emissions performance.
24% 5%
Reduction in
Scope 1 and 2
emissions
(versus FY18)
Reduction in
supply chain
emissions
(versus FY18)
Scope
FY18 (baseline)
Scope 1 & 2 (MT CO2e)
147,509
Supply chain (Scope 3) (MT CO2e)
6,061,065
Total (MT CO2e)
6,208,574
FY20
112,340
5,734,285
5,846,625
We continue to advance plans to create
further efficiency in our operations and
reduce our emissions, including increasing
the amount of green energy used for our
offices and implementing our Workplace of
the Future initiative to further consolidate
our real estate and reduce travel. Across
our global real estate portfolio, we are
refurbishing office spaces to create
collaborative, innovative, low energy-
related emissions working environments.
These refurbishments are part of a low-
emissions feasibility study that will scale up
best practices and successes across all of
our offices around the world.
We are also looking closely at our
supply chain emissions to identify
hotspots, integrate sustainability into
our procurement processes and work
with our key suppliers to decarbonize
in line with the Paris Agreement. Our
latest Carbon Disclosure Project (CDP)
climate change response scored above
the industry average. We also continue
our commitment to addressing climate
risk as part of business strategy through
disclosing our climate-related risks and
opportunities.
AECOM 2020 Annual Report 19
“ As leaders in our industry focused on ESG priorities, we have a culture that is
committed to building a better world and helping clients advance more sustainable
solutions—from developing and implementing energy efficiency and savings
programs to managing the construction of LEED Platinum buildings and creating
proprietary solutions for the cleanup of PFAS and other emerging contaminants.”
Lara Poloni
President
SUSTAINABILIT Y PROJECTS SPOTLIGHT
Helping to deliver clients’ net zero ambitions
NETWORK RAIL, UNITED KINGDOM
AECOM is a trusted partner of Network Rail, providing sustainability
services on its path to net-zero carbon, which includes three
levels: strategic planning, tactical intervention identification and
project implementation. The strategy includes a framework and a
roadmap to 2050 that address economic, social and environmental
sustainability issues. AECOM mobilized a team of Network Rail
carbon champions who have identified savings of 14% in energy
focusing on replacing gas for heating, more efficient lighting and
cooling, and the transition to alternative fuels for fleet vehicles.
This three-level engagement enables AECOM to deliver the
energy reduction and zero-carbon plans in a coordinated fashion,
delivering zero-carbon energy infrastructure in parallel with the
confirmation of the completed pathway to net zero.
14%
Savings in
Energy
20
Strengthening
climate resilience
CIT Y OF DALL AS ENVIRONMENTAL
& CLIMATE ACTION PL AN
The City of Dallas commissioned AECOM to develop the city’s
first-ever Comprehensive Environmental and Climate Action
Plan (CECAP) to implement the mayor’s commitment to support
the Paris Agreement. Unanimously adopted in May 2020, the
CECAP includes a comprehensive roadmap that outlines the
specific activities the city can undertake to reduce greenhouse
gas emissions, improve environmental quality and strengthen
climate resilience in the city. Leveraging insights gained from
AECOM’s proprietary Climate action for URBan sustainability
(CURB) tool, the plan received wide support from environmental
justice communities, environmental advocates, public health
authorities, and education and business organizations.
Achieving carbon
neutrality
80 ANN STREET, BRISBANE, AUSTRALIA
AECOM is designing 80 Ann Street, a 75,000-square-meter, 32-story
commercial tower located in Brisbane, Australia, which features a
new cross-block public laneway with retail tenancies, connecting
Ann Street to Turbot Street through the heritage Brisbane Fruit
and Produce Market building. The proposed development has
been designed to meet numerous sustainability certifications and
ratings, including the highest NABERS and WELL certifications,
and achieve carbon neutrality through full electrification and power
purchase agreements for renewable energy.
AECOM 2020 Annual Report 21
PEOPLE
When we are free to
be ourselves, we thrive
22
The foundation of our continuing success as a premier professional
consultancy is the ability to attract and retain the industry’s best talent by
offering a culture of respect and empowerment, enabling professional growth
and development and delivering a world of opportunity.
EQUIT Y, DIVERSIT Y AND INCLUSION
We enable equal access
and opportunities for all
Equity
THRIVE
Diversity
Inclusion
We bring together a
multitude of voices
and perspectives
We ensure every
voice is heard
Infrastructure creates
opportunity for everyone
AECOM’s more than 54,000 employees
are the best and brightest in our industry.
Diverse in backgrounds, perspectives
and experiences and unified by a shared
purpose to deliver a better world, our
teams produce transformative outcomes
for clients and communities.
In 2020, global social justice movements
put equity, diversity and inclusion (ED&I)
at the forefront of discussions. These
important moments of reflection gave
us an opportunity to reexamine our
commitments. While ED&I has always been
at the heart of our values and the culture
we are fostering, we took action this year
to renew and reenergize our efforts to
advance ED&I both at AECOM and within
our industry, beginning with the launch of
a global ED&I Steering Committee and the
appointment of a global ED&I leader.
Leadership Diversity
56% 45%
Diverse Executive
Team
Diverse Board
of Directors
Our leadership includes representation
from a diverse array of communities,
including race, ethnicity, gender and
sexual orientation.
Board members as nominated for the
2021 annual meeting
AECOM 2020 Annual Report 23
Our pledge to
advance ED&I
WE WILL BUILD DIVERSE TALENT
WE WILL ENRICH COMMUNITIES
Through strategic nonprofit partnerships, pro-bono work, skills-
based volunteering and philanthropy, Blueprint for a Better World,
our corporate responsibility platform, is focused on delivering
access to safe and secure infrastructure to those who need
it most, creating opportunity for the leaders of tomorrow and
protecting our planet so that our company can fulfill its purpose to
deliver a better world. As part of the Blueprint pro-bono program,
our technical experts partnered with nonprofit organizations in
their local communities to provide critical design, engineering
and infrastructure solutions. In fiscal 2020, we continued to
further our employees’ passion through the Blueprint Travel
Grant program, which included building dormitories to further
Peruvian girls’ education, purifying drinking water on the Zinga
Island of Uganda, strengthening engineering ecosystems in
sub-Saharan Africa and designing and fundraising for a women
and children’s center in Kosovo. In addition, we sustained our
commitment to our enterprise strategic nonprofit partners—
Engineers Without Borders and Water for People.
WE WILL THINK WITHOUT LIMITS
By cultivating a workforce that more closely represents our clients
and the communities we serve, we are able to better anticipate and
respond to their needs. We prioritize the social impact and benefits
of equity, diversity and inclusion, factoring in these considerations
into every project we pursue and the innovative solutions we
deliver. At AECOM, we believe infrastructure has the power to
alleviate today’s economic and social distress, while building
legacies for generations to come.
Our differences make AECOM better and more innovative. We strive
to hire and develop talented people of all backgrounds and ensure
inclusivity and fairness in our sourcing, interviewing and hiring
processes. Through our partnerships with nonprofit organizations
and universities, we offer robust internships, graduate development
programs and volunteer opportunities that help give underserved
populations access to STEAM education. In 2020, we were
recognized by VIQTORY as a Military Friendly GOLD Employer for our
overall commitment to veterans and military spouses and we were
designated a Best Place to Work for LGBTQ Equality in the United
States by the Human Rights Campaign Foundation.
WE WILL EXPAND UNDERSTANDING
To help every employee feel valued and included, we’re creating
an inclusive workplace through community building, training and
family-friendly benefits policies. In response to the social justice
movements during the past year, we conducted employee surveys
and “real talk” discussions to provide a forum for employees to
share their experiences and enable deeper understanding and
empathy. We also renewed our investment in employee resource
groups to support employees organizing for representation,
development and networking.
“ I am passionate about creating an
environment where our people feel
they belong and have the support they
need to realize their full potential.’’
Shirley Adams
Chief Human Resources Officer
24
Keeping
employees
healthy and well
WELL-BEING
The well-being of our employees is our top priority. In 2020,
our commitment to keeping our employees safe and healthy
took on new importance as we navigated our response to the
evolving pandemic. Employees were able to access critical
health and medical guidance provided by our SH&E experts
and we enhanced already existing programs and resources
to support their urgent needs for healthcare, mental health,
family care and financial assistance.
Empowering
employees and
leaders
DEVELOPMENT
We are invested in the growth and development of our employees.
Our talent development strategy includes a focus on supporting
all professionals in their current roles and preparing them for
the future. In 2020, we continued our development programs
for interns, early career professionals, frontline managers and
high-potential leaders. In addition, we launched an enhanced
AECOM University featuring a personalized learning experience
for critical skill-building, and continued supporting our technical
professionals through certification and continued-education
resources, apprenticeship programs and our Technical Practice
Network (TPN), which connects people to solve problems and
build knowledge.
AECOM 2020 Annual Report 25
We are committed to acting with integrity
and adhering to the highest standards of
ethics and compliance.
ETHICS AND COMPLIANCE
Promoting a culture of ethics and integrity helps us safeguard
our people and our company from potential wrongdoing while
strengthening our brand and reputation for flawless execution.
Our Code of Conduct outlines the legal guidelines we must follow
and general ethical principles to help each of us make the right
decisions when conducting business worldwide. Top leaders at
AECOM promote ethical behavior through a global ethics com-
mittee as well as regional ethics committees. Our employees take
part in annual Code of Conduct training, which received a 100%
completion rate in FY20.
Furthermore, we have a comprehensive cross-functional ethics
and compliance program focused on preventing issues from
occurring, detecting them if and when they happen, effectively
and expediently resolving issues and capturing lessons to prevent
them from repeating.
HUMAN RIGHTS COMMITMENT
“ We’ve earned the trust of clients,
employees and stakeholders
by treating people with respect,
acting responsibly and adhering
to an unwavering commitment
of ethical conduct.’’
David Gan
Chief Legal Officer
Provide equal employment
opportunities to all employees
without regard to any legally
protected status
Uphold individual human
rights and follow employment
laws in all the locations where
we conduct business
Zero-tolerance policy
regarding the use of forced
labor or human trafficking
All of these commitments are reflected in our Global Code of Conduct and Employee Handbook.
26
CORPORATE GOVERNANCE
Executive Leadership
Troy Rudd
Chief Executive Officer
Shirley Adams
Chief Human
Resources Officer
Jay Badame
President, Construction
Management
Todd Battley
Chief Strategy Officer
David Gan
Chief Legal Officer
Gaurav Kapoor
Chief Financial Officer
Lara Poloni
President
Sarah Urbanowicz
Chief Information Officer
Warren Wachsberger
Chief Executive,
AECOM Capital
Board of Directors
Douglas W. Stotlar
Director,
Chairman of the Board
Bradley W. Buss
Director
Robert G. Card
Director
Diane C. Creel
Director
Jacqueline C. Hinman
Director
Lydia Kennard
Director
Troy Rudd
Director and
Chief Executive Officer
Clarence T. Schmitz
Director
Daniel R. Tishman
Director
As nominated for the 2021 annual meeting
Sander van’t Noordende
Director
Gen. Janet C. Wolfenbarger
Director
AECOM 2020 Annual Report 27
AECOM ON NYSE
DISCL AIMERS
AECOM’s common stock trades on the New York Stock
Exchange under the symbol ACM.
Investor materials
AECOM’s Investor Relations website contains background
on our company and our services, financial information,
frequently asked questions and our online annual report, as
well as other useful information. For investor information,
including additional copies of our Annual Report, Form 10-K,
Form 10-Q or other financial literature, please visit our
website at investors.aecom.com.
Copies of AECOM’s Form 10-K may be obtained free of
charge by contacting William Gabrielski in our Investor
Relations department via email at
AECOMInvestorRelations@aecom.com
or via phone at (212) 973-2982.
Independent registered public accounting firm
Ernst & Young LLP, Los Angeles, California, USA
Transfer Agent
Computershare
P.O. Box 30170,
College Junction, TX 77842
(800) 368-5948
www.computershare.com
Scope of report
The sustainability data and activities included in this report
cover the past several years to provide a clearer picture of
our performance. This report covers our owned or operated
businesses and does not address the performance of our
suppliers, contractors or partners unless otherwise noted.
We have prepared the information and case studies solely
to provide a general overview of our sustainability activities,
and this report should not be used by anyone making an
investment decision. In addition, the information in this
report is summarized and is not a complete description
of all of our activities; therefore, we have made qualitative
judgments as to certain information to include that could
be determined to be inaccurate or incomplete. We did not
employ any third party firm to audit this report.
Forward-looking information
This report contains forward-looking statements relating
to the manner in which we intend to conduct our activities
based on our current plans and expectations. These
statements are not promises of our future conduct or
policy and are subject to a variety of uncertainties and
other factors, many of which are beyond our control.
Therefore, the actual conduct of our activities, including
the development, implementation or continuation of any
program, policy or initiative discussed in this report, may
differ materially in the future. The statements of intention in
this report speak only as of the date of this report, and we
do not undertake to publicly update any statements in this
report. As used in this report, the term “AECOM” and such
terms as “the company,” “our,” “its,” “we,” and “us” may refer
to one or more of AECOM’s consolidated subsidiaries or
affiliates or to all of them taken as a whole. All these terms
are used for convenience only and are not intended as a
precise description of any of the separate entities, each of
which manages its own affairs.
FOOTNOTES
1 Excludes the impact of non-operating items, such as non-core operating losses and transaction-related expenses, restructuring costs and other items.
2 Net income before interest expense, tax expense, depreciation and amortization.
3 Free cash flow is defined as cash flow from operations less capital expenditures net of proceeds from disposals and includes the receipt of a favorable
$122 million net working capital purchase price adjustment collected in May 2020 in connection with the sale of the Management Services (MS)
business. The working capital adjustment represents the recovery of an operating cash flow shortfall of the MS business prior to its sale.
4 Reflects segment operating performance, excluding AECOM Capital.
5 Revenue, net of subcontractor and other direct costs.
28
RECONCILIATION OF NET INCOME ATTRIBUTABLE TO AECOM FROM CONTINUING
OPERATIONS TO EBITDA TO ADJUSTED EBITDA
RECONCILIATION OF REVENUE TO REVENUE, NET OF SUBCONTRACTOR
AND OTHER DIRECT COSTS (NSR)
(Dollars in Millions)
Sep 30, 2019 Sep 30, 2020
(Dollars in Millions)
Twelve Months Ended
Net income attributable to AECOM from continuing operations
Income tax expense (benefit)
Income attributable to AECOM
Depreciation and amortization expense1
Interest income2
Interest expense
Amortized bank fees included in interest expense
EBITDA
Noncore operating losses & transaction-related expenses
Impairment of long-lived assets
Restructuring costs
Gain on disposal activities
Depreciation expense included in above adjustments
Adjusted EBITDA
$ 210.9
13.5
224.4
196.5
(11.1)
161.6
(10.7)
560.7
4.5
24.9
95.4
(3.6)
(24.9)
$ 657.0
$ 170.4
45.8
216.2
192.7
(10.4)
159.8
(6.2)
552.1
5.6
–
188.4
–
–
$ 746.1
1 Excludes depreciation from noncore operating losses and accelerated depreciation of
project management tool
2 Included in other income
Note: Variances within tables are due to rounding.
RECONCILIATION OF NET INCOME ATTRIBUTABLE TO AECOM FROM CONTINUING
OPERATIONS PER DILUTED SHARE TO ADJUSTED NET INCOME ATTRIBUTABLE TO
AECOM FROM CONTINUING OPERATIONS PER DILUTED SHARE
(Dollars in Millions)
Net income attributable to AECOM from continuing operations
per diluted share
Per diluted share adjustments:
Noncore operating losses & transaction related expenses
Accelerated depreciation of project management tool
Impairment of long-lived assets
Restructuring costs
Gain on disposal activities
Amortization of intangible assets
Financing charges in interest expense
Tax effect of the above adjustments*
Valuation allowances and other tax only items
Amortization of intangible assets included in NCI, net of tax
Adjusted net income attributable to AECOM from
continuing operations per diluted share
Weighted average shares outstanding – basic
Weighted average shares outstanding – diluted
Twelve Months Ended
Sep 30, 2019 Sep 30, 2020
$ 1.32
$ 1.06
0.02
–
0.16
0.60
(0.02)
0.16
0.07
(0.25)
(0.19)
(0.01)
0.03
0.18
–
1.17
–
0.15
0.14
(0.43)
(0.15)
–
$ 1.86
$ 2.15
157.0
159.7
159.0
161.3
Twelve Months Ended
Sep 30, 2019
Sep 30, 2020
$13,634.3
7,419.9
$13,233.2
7,063.1
Segment Performance (excludes ACAP)
Revenue
Less: subcontractor and other direct costs
Revenue, net of subcontractor and other direct costs
$ 6,214.4
$ 6,170.1
RECONCILIATION OF SEGMENT INCOME FROM OPERATIONS TO
ADJUSTED INCOME FROM OPERATIONS
(Dollars in Millions)
Segment Performance (excludes ACAP)
Twelve Months Ended
Sep 30, 2019
Sep 30, 2020
Income from operations
$ 623.4
$ 736.8
Noncore operating losses & transaction related expenses
Impairment of long-lived assets
Gain on disposal activities
Amortization of intangible assets
4.5
15.2
(3.6)
25.2
(0.1)
–
–
24.0
Adjusted income from operations
$ 664.7
$ 760.7
RECONCILIATION OF FY21 GA AP EPS GUIDANCE TO ADJUSTED EPS GUIDANCE
(All figures approximate)
GAAP EPS Guidance
Adjusted EPS Excludes:
Amortization of intangible assets
Amortization of deferred financing fees
Restructuring
Tax effect of the above items
Fiscal Year End 2021
$2.25 to $2.45
$0.13
$0.03
$0.26
($0.12)
Adjusted EPS Guidance
$2.55 to $2.75
Adjusts the income tax expense (benefit) during the period to exclude the impact on our
effective tax rate of the pre-tax adjustments shown above.
RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW
Net cash provided by operating activities
Capital expenditures, net
Working capital adjustment from sale of Management Services business
Free cash flow
Note: Variances within tables are due to rounding.
Three Months Ended
Twelve Months Ended
Sep 30, 2019
Jun 30, 2020
Sep 30, 2020
Sep 30, 2019
Sep 30, 2020
$793.7
(14.3)
–
$779.4
$186.3
(36.3)
122.0
$272.0
$649.3
(30.0)
–
$619.3
$777.6
(83.4)
–
$694.2
$329.6
(110.8)
122.0
$340.8
AECOM 2020 Annual Report 29
ABOUT AECOM
AECOM is the world’s premier infrastructure consulting firm, delivering professional services throughout the project lifecycle—
from planning, design and engineering to program and construction management. On projects spanning transportation,
buildings, water, energy and the environment, our public- and private-sector clients trust us to solve their most complex
challenges. Our teams are driven by a common purpose to deliver a better world through our unrivaled technical expertise
and innovation, a culture of equity, diversity and inclusion, and a commitment to environmental, social and governance
priorities. AECOM is a Fortune 500 firm and its Professional Services business had revenue of $13.2 billion in fiscal year 2020.
See how we deliver what others can only imagine at aecom.com and @AECOM.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark one)
☒
☐
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2020
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from to
Commission file number 0-52423
AECOM
(Exact name of Registrant as specified in its charter)
Delaware
State or Other Jurisdiction Of Incorporation or Organization
61-1088522
I.R.S. Employer Identification Number
300 South Grand Avenue, 9th Floor
Los Angeles, California
Address of Principal Executive Offices
90071
Zip Code
(213) 593-8000
Registrant’s Telephone Number, Including Area Code
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $0.01 par value
Trading Symbol(s)
ACM
Name of each exchange on which registered
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ⌧ Yes ☐ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ⌧ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. ⌧ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-
T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ⌧ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the
Exchange Act.
Large accelerated filer
Non-accelerated filer
⌧
☐
Accelerated filer
Smaller reporting company
Emerging growth company
☐
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of registrant’s common stock held by non-affiliates on March 27, 2020 (the last business day of the registrant’s most recently completed
second fiscal quarter), based upon the closing price of a share of the registrant’s common stock on such date as reported on the New York Stock Exchange was approximately
$4.5 billion.
Number of shares of the registrant’s common stock outstanding as of November 12, 2020: 150,763,791
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates information by reference from the registrant’s definitive proxy statement for the 2021 Annual Meeting of Stockholders, to be filed within
120 days of the registrant’s fiscal 2020 year end.
Table of Contents
TABLE OF CONTENTS
ITEM 1. BUSINESS
ITEM 1A. RISK FACTORS
ITEM 1B. UNRESOLVED STAFF COMMENTS
ITEM 2.
PROPERTIES
ITEM 3. LEGAL PROCEEDINGS
ITEM 4. MINE SAFETY DISCLOSURE
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
SELECTED FINANCIAL DATA
ITEM 6.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
FINANCIAL DISCLOSURE
ITEM 9A. CONTROLS AND PROCEDURES
ITEM 9B. OTHER INFORMATION
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
ITEM 16. FORM 10-K SUMMARY
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2
Table of Contents
ITEM 1. BUSINESS
PART I
In this report, we use the terms “the Company,” “we,” “us” and “our” to refer to AECOM and its consolidated
subsidiaries. Unless otherwise noted, references to years are for fiscal years. Our fiscal year consists of 52 or 53 weeks,
ending on the Friday closest to September 30. For clarity of presentation, we present all periods as if the year ended on
September 30. We refer to the fiscal year ended September 30, 2019 as “fiscal 2019” and the fiscal year ended September
30, 2020 as “fiscal 2020.”
Overview
We are a premier global infrastructure consulting firm, delivering professional services throughout the project
lifecycle – from planning, architecture, design and engineering to program and construction management. We partner with
our clients in the public and private sectors to solve some of their most complex infrastructure challenges on projects
spanning transportation, buildings, water, governments, energy and the environment.
According to Engineering News-Record’s (ENR’s) 2020 Design Survey, we are the second largest general
architectural and engineering design firm in the world, ranked by 2019 design revenue, and we are ranked as the largest
environment firm in the world. In addition, we are ranked by ENR as the leading firm in a number of design end markets,
including transportation, general building and certain water-related markets, as well as the number two green design firm
and the number four green contractor in the world. We utilize our scale and the strength of our workforce to create
innovative solutions for our clients. Increasingly, clients are turning to us to shape solutions to achieve their Environmental,
Social, and Governance (ESG) objectives. With our market leading capabilities, we are uniquely well suited to address
these challenges.
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Our business focuses primarily on providing fee-based planning, consulting, architectural and engineering design
services and, therefore, our business is primarily driven by knowledge-based services. We primarily derive income from
our ability to generate revenue and collect cash from our clients through the billing of our employees’ time spent on client
projects and our ability to manage our costs. AECOM Capital primarily derives its income from real estate development
sales and management fees.
On January 31, 2020, we completed the sale of our Management Services (MS) business to an affiliate of
American Securities LLC and Lindsay Goldberg LLC. Starting in the first quarter of fiscal 2020, our self-perform at-risk
construction business met the criteria for held for sale. Collectively, the Management Services business and the self-
perform at-risk construction businesses met the criteria for discontinued operation classification.
During the first quarter of fiscal 2020, we reorganized our operating and reporting structure to better align with
our ongoing professional services business. The businesses that comprised the Management Services reportable segment
and the civil infrastructure, power and oil and gas construction businesses in the former Construction Services (CS)
reportable segment were classified as discontinued operations.
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We report our continuing business through three segments, each of which is described in further detail below:
Americas, International, and AECOM Capital (ACAP). Such segments are organized by the differing specialized needs of
the respective clients and how we manage the business. We have aggregated various operating segments into our 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.
● Americas: Planning, consulting, architectural and engineering design, and construction management services
to commercial and government clients in the United States, Canada, and Latin America in major end markets
such as transportation, water, government, facilities, environmental, and energy.
● International: Planning, consulting, architectural and engineering design services to commercial and
government clients in Europe, the Middle East, Africa, and the Asia-Pacific regions in major end markets
such as transportation, water, government, facilities, environmental, and energy.
● AECOM Capital (ACAP): Investments primarily in real estate projects.
Our Americas and International Segments
Our Americas and International segments comprise a broad array of services, generally provided on a fee-for-
service basis. These services include planning, consulting, architectural and engineering design, program management and
construction management for industrial, commercial, institutional and government clients worldwide. For each of these
services, our technical expertise includes civil, structural, process, mechanical, geotechnical systems and electrical
engineering, architectural, landscape and interior design, urban and regional planning, project economics, cost consulting
and environmental, health and safety work. Our Americas segment provides services generally in the United States,
Canada and Latin America. Our International segment provides similar services generally in Europe, the Middle East,
Africa and Asia-Pacific regions.
With our technical and management expertise, we are able to provide our clients a broad spectrum of services. For
example, within our environmental management service offerings, we provide remediation, regulatory compliance
planning and management, environmental modeling, environmental and social impact assessment and environmental
permitting for major capital/infrastructure projects.
Our services may be sequenced over multiple phases. For example, in the area of program management and
construction management services, our work for a client may begin with a small consulting or planning contract, and may
later develop into an overall management role for the project or a series of projects, which we refer to as a program.
Program and construction management contracts may employ small or large project teams and, in many cases, operate as
an outsourcing arrangement with our staff located at the project site.
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We provide the services in these segments both directly and through joint ventures or similar partner arrangements
to the following end markets or business sectors:
Transportation.
● Transit and Rail. Light rail, heavy rail (including highspeed, commuter and freight) and multimodal transit
projects.
● Marine, Ports and Harbors. Wharf facilities and container port facilities for private and public port
operators.
● Highways, Bridges and Tunnels. Interstate, primary and secondary urban and rural highway systems and
bridge projects.
● Aviation. Landside terminal and airside facilities, runways and taxiways.
Facilities.
● Government. Emergency response services for the U.S. Department of Homeland Security, including the
Federal Emergency Management Agency and engineering and program management services for agencies of
the Department of Defense and Department of Energy.
● Industrial. Industrial facilities for a variety of niche end markets such as manufacturing, distribution,
aviation, aerospace, communications, media, pharmaceuticals, renewable energy, chemical, and food and
beverage facilities.
● Urban Master Planning/Design. Strategic planning and master planning services for new cities and major
mixed-use developments in locations such as India, China, Southeast Asia, the Middle East, North Africa, the
United Kingdom and the United States.
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● Commercial and Leisure Facilities. For example, corporate headquarters, high-rise office towers, historic
buildings, hotels, leisure, sports and entertainment facilities and corporate campuses.
● Educational. For example, college and university campuses.
● Health Care. For example, private and public health facilities.
● Correctional. For example, detention and correctional facilities.
Environmental.
● Water and Wastewater. Treatment facilities as well as supply, distribution and collection systems, stormwater
management, desalinization, and other water reuse technologies.
● Environmental Management. Remediation, waste handling, testing and monitoring of environmental
conditions and environmental construction management.
● Water Resources. Regional-scale floodplain mapping and analysis for public agencies, along with the
analysis and development of protected groundwater resources for companies in the bottled water industry.
Energy/Power.
● Demand Side Management. Public K12 schools and universities, health care facilities, and courthouses and
other public buildings, as well as energy conservation systems for utilities.
● Transmission and Distribution. Power stations and electric transmissions and distribution and cogeneration
systems.
● Alternative/Renewable Energy. Production facilities such as ethanol plants, wind farms and micro
hydropower and geothermal subsections of regional power grids.
● Hydropower/Dams. Hydroelectric power stations, dams, spillways, and flood control systems.
● Solar. Solar photovoltaic projects and environmental permitting services.
Construction Management – We provide program and construction management services for large scale building
facility construction projects primarily in the Americas including:
● Sports arenas;
● Modern office and residential towers;
● Hotel and gaming facilities;
● Meeting and exhibition spaces;
● Performance venues;
● Education facilities;
● Mass transit terminals; and
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● Data centers.
Our AECOM Capital Segment
ACAP typically partners with investors and experienced developers as co-general partners. ACAP may, but is not
required to, enter into contracts with our other AECOM affiliates to provide design, engineering, construction management,
development and operations and maintenance services for ACAP funded projects. ACAP development activity is
conducted through joint ventures or subsidiaries that may be consolidated or unconsolidated for financial reporting
purposes depending on the extent and nature of our ownership interest. In addition, in connection with the investment
activities of ACAP, AECOM or an affiliate may provide guarantees of certain financial obligations, including guarantees
for completion of projects, repayment of debt, environmental indemnity obligations, and other lender required guarantees.
In October 2019, AECOM-Canyon Partners, a joint venture between ACAP and Canyon Partners, LLC, a global
alternative asset management firm, announced the final closing of an investment fund with just over $500 million in total
commitments. The platform focuses on investing in co-general partner equity opportunities with high quality partners,
primarily targeting “build-to-core” investments in the top 25 U.S. markets across all property types.
Thinking and Acting Globally
AECOM is at its best when we think and act globally. Our strategy is focused on setting a new standard of
excellence in the professional services industry. First, our recently simplified operating structure promotes greater
connectivity and collaboration across our seven regions and five global business lines. We drive growth by prioritizing our
core markets, leaning into our greatest strengths and ensuring our best talent and resources are focused on nurturing client
relationships. We are transforming the way we deliver work through technology and digital platforms improving the client
experience and increasing efficiency. Lastly, we are building upon our position as a leading ESG company, unified by our
purpose to deliver a better world.
Environmental, Social and Governance Matters
We are committed to being a leader in environmental sustainability, social responsibility, and corporate
governance.
We embrace sustainability by striving to make a positive, lasting impact on society and the environment.
Sustainability is at the core of what we do and how we operate — focusing on the environmental, social and governance
impact of our business. Through our projects and our operations, we have both a significant opportunity and a
responsibility to protect, enhance and restore the world's natural and social systems.
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We are committed to addressing the effects of climate change as a key priority for our sustainability program by
improving resilience and working to advance ambitious greenhouse gas emissions reduction targets. Having achieved our
previous emissions reduction targets ahead of schedule, we have set new science-based targets for 2025 that are in
alignment with the Paris Agreement's goals to limit the worst effects of climate change: a 20% reduction in Scope 1 and 2
emissions and a 10% reduction in supply chain emissions from our 2018 baseline. Our new targets have been
independently validated by the Science Based Targets initiative (SBTi) and, at the time of validation, AECOM was the first
and only US-based company in the engineering and construction sector to have set SBTi targets.
In addition, we continue to invest in proprietary innovations and solutions to combat globally pervasive emerging
contaminants, such as our patented DE-FLUOROTM water treatment solution to destroy per- and polyfluoroalkyl
substances (PFAS) on-site.
We have established an internal Global ESG Council to coordinate and drive our ESG initiatives across AECOM
worldwide, and our Board, including through its Committees, has oversight over ESG matters. Additional information
regarding our ESG initiatives is located on the investor relations section of our website, at https://investors.aecom.com/.
Human Capital Management
The foundation of our continuing success as a premier professional services enterprise is the ability to attract and
retain the industry’s best, diverse talent by providing a culture of equity, diversity, inclusion, development, opportunity and
empowerment. This understanding informs our approach to managing our human capital resources
Our principal asset is our employees, and large percentages of our employees have technical and professional
backgrounds and undergraduate and/or advanced degrees. At the end of our fiscal 2020, we employed approximately
54,000 persons, of whom approximately 22,000 were employed in the United States. Over 4,000 of our domestic
employees are covered by collective bargaining agreements or by specific labor agreements, which expire upon completion
of the relevant project. We believe that the quality and level of service that our professionals deliver are among the highest
in our industry.
We are committed to enhancing our position as a leading employer in our industry. Our culture and reputation as a
leader in the engineering and construction sector enables us to recruit and retain some of the best available talent in the
countries we operate in. We believe in a culture of equity, diversity and inclusion, and we are committed to advancing safe
and respectful work environments where our employees are invited to bring their talents, backgrounds and expertise to bear
on some of the world’s most complex problems and where every person has the opportunity to thrive personally and
professionally.
We are committed to engaging our employees globally to understand regional inclusion and diversity
opportunities, building leadership accountability and expanding recruitment efforts to foster a workforce reflective of our
communities. To continue attracting and retaining some of the most talented employees in our industry, we ensure
employees have the tools and resources they need to hone their skills, develop strong leadership behaviors and advance
their careers. Our human capital objectives and initiatives are overseen by our Board as per our Corporate Governance
Guidelines.
Health and Safety. Core to our corporate values is safeguarding our people and fostering a culture of caring that
promotes the wellbeing of our employees, contractors and business partners. We safeguard our people, projects and
reputation by striving for zero employee injuries and illnesses, while operating and delivering our work responsibly and
sustainably. We maintain our industry’s best-in-class lost workday case and recordable incident rates, and our safety
performance is consistently recognized by key clients across the regions where we work as well as by recognized safety
organizations.
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Equity, diversity and inclusion. While ED&I has always been a part of our culture, we continue to advance efforts
globally to integrate our principles into all aspects of our work and measure results. We are focused on four key areas: 1)
Building diverse talent through our recruitment efforts, as well as offering internships (including virtual internships during
the Covid-19 pandemic) and partnering with nonprofit organizations and universities, 2) Enriching communities through
pro-bono work, volunteerism, philanthropy and strategic partnerships, 3) Expanding understanding and empathy among
employees through community-building, training and family-friendly benefit policies, and 4) Prioritizing the social impact
and benefits of ED&I into every project we pursue and the innovative solutions we deliver.
Employee experience. We continue to enhance our employee programs, workplace culture and digital
technologies to support employees and managers in more effective and efficient ways to execute their work and
meaningfully engage with clients. These efforts include employee wellness and wellbeing programs to better support
employees while working remotely during the Covid-19 pandemic and beyond, expanding access and technical training
programs through our online education portal, AECOM University, delivering new digital tools to boost connectivity
among employees, and advancing frontline leadership programs.
Workplace of the future. Drawing upon the experiences of our professionals, who have remained highly
productive while working remotely during the Covid-19 pandemic, we have invited their input and ideas to begin to shape
the future ways of working at AECOM. In particular, through a global competition, we challenged our professionals to
consider how new workspaces can support health, collaboration and camaraderie, how technology and tools can be
leveraged to ensure continuing productivity and client engagement, and what they need to be well and engaged. Many of
the resulting ideas are being implemented regionally and globally.
Community responsibility. Through strategic nonprofit partnerships, pro-bono work, skills-based volunteering
and philanthropy, Blueprint for a Better World, our corporate responsibility platform, is focused on delivering access to
safe and secure infrastructure to those who need it most, creating opportunity for the leaders of tomorrow and protecting
our planet so that our company can fulfill its purpose to deliver a better world. As part of the Blueprint pro-bono program,
our technical experts partnered with nonprofit organizations in their local communities to provide critical design,
engineering and infrastructure solutions. In fiscal 2020, we continued to further our employees’ passion through the
Blueprint Travel Grant program, which included building dormitories to further Peruvian girls’ education, purifying
drinking water on the Zinga Islands of Uganda, strengthening engineering ecosystems in Sub-Saharan Africa, and
designing and fundraising for a women and children’s center in Kosovo. In addition, we sustained our commitment to our
enterprise strategic nonprofit partners – Engineers Without Borders and Water for People.
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Our Clients
Our clients consist primarily of national, state, regional and local governments, public and private institutions and
major corporations. The following table sets forth our total revenue attributable to these categories of clients for each of the
periods indicated:
U.S. Federal Government
U.S. State and Local Governments
Non-U.S. Governments
Subtotal Governments
Private Entities (worldwide)
2020
Year Ended September 30,
($ in millions)
2019
2018
$ 1,027.8
8 % $ 1,273.7
9 % $ 1,141.3
8 %
2,709.7
1,869.0
5,606.5
7,633.5
20
14
42
58
2,696.6
2,031.5
6,001.8
7,640.7
20
15
44
56
3,144.2
2,127.9
6,413.4
7,464.9
23
15
46
54
Total
$ 13,240.0
100 % $ 13,642.5
100 % $ 13,878.3
100 %
No single client accounted for 10% or more of our revenue in any of the past five fiscal years. Approximately 8%,
9% and 8% of our revenue was derived through direct contracts with agencies of the U.S. federal government in the years
ended September 30, 2020, 2019 and 2018, respectively.
Contracts
The price provisions of the contracts we undertake can be grouped into several broad categories: cost-
reimbursable contracts, guaranteed maximum price contracts, and fixed-price contracts.
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, we charge clients for our costs, including both direct and indirect costs, plus a
negotiated fee or rate. We recognize revenues 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, we negotiate hourly billing
rates and charge clients based on the actual time we expend on the project. In addition, clients reimburse us for materials
and other direct incidental expenditures incurred in connection with our performance under the contract. Time-and-material
price contracts may also have a fixed-price element in the form of not-to-exceed or guaranteed maximum price provisions.
Some cost-plus contracts provide for award fees or a penalty based on performance criteria in lieu of a fixed fee or
fixed rate. Other contracts include a base fee component plus a performance-based award fee. In addition, we may share
award fees with subcontractors. We generally recognize revenue to the extent of costs actually incurred plus a
proportionate amount of the fee expected to be earned. We take the award fee or penalty on contracts into consideration
when estimating revenue and profit rates, and record revenue related to the award fees when there is sufficient information
to assess anticipated contract performance and a significant reversal of the award fee is not probable. Once an award is
received, the estimated or accrued fees are adjusted to the actual award amount.
Some cost-plus contracts provide for incentive fees based on performance against contractual milestones. The
amount of the incentive fees varies, depending on whether we achieve above, at, or below target results. We originally
recognize revenue on these contracts based upon expected results. These estimates are revised when necessary based upon
additional information that becomes available as the contract progresses.
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Guaranteed Maximum Price Contracts
Guaranteed maximum price contracts (GMP) 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 project costs, and a lump sum
percentage fee is separately identified. We provide 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 our responsibility. For many of our commercial or residential GMP
contracts, the final price is generally not established until we have subcontracted a substantial percentage of the trade
contracts with terms consistent with the master contract, and we have negotiated additional contract 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, we
perform all the work under the contract for a specified price. 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, we perform 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.
Some of our fixed-price contracts require us to provide surety bonds or parent company guarantees to assure our
clients that their project will be completed in accordance with the terms of the contracts as further disclosed in Note 18—
Commitments and Contingencies. In such cases, we may require our primary subcontractors to provide similar
performance bonds and guarantees and to be adequately insured, and we may flow down the terms and conditions set forth
in our agreement on to our subcontractors. There may be risks associated with completing these projects profitably if we
are not able to perform our services within the fixed-price contract terms.
For the year ended September 30, 2020, our revenue was comprised of 43%, 30%, and 27% cost-reimbursable,
guaranteed maximum price, and fixed-price contracts, respectively.
Joint Ventures
Some of our larger contracts may operate under joint ventures or other arrangements under which we team with
other reputable companies, typically companies with which we have worked for many years. This is often done where the
scale of the project dictates such an arrangement or when we want to strengthen either our market position or our technical
skills.
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Backlog
Backlog represents revenue we expect to realize for work completed by our consolidated subsidiaries and our
proportionate share of work to be performed by unconsolidated joint ventures. Backlog is expressed in terms of gross
revenue and therefore may include significant estimated amounts of third party or pass-through costs to subcontractors and
other parties. Backlog for our consolidated subsidiaries is comprised of contracted backlog and awarded backlog. Our
contracted backlog includes revenue we expect to record in the future from signed contracts, and in the case of a public
client, where the project has been funded. We report transaction price allocated to remaining unsatisfied performance
obligations (RUPO) of $18.9 billion, as described in Note 4, Revenue Recognition, in the notes to our consolidated
financial statements. The most significant difference between our contracted backlog and RUPO is revenue related to
service contracts that extend beyond the termination provision of those contracts. Our contracted backlog includes revenues
for service contracts expected to be earned over the term of that contract. Guidance for the calculation of RUPO requires us
to assume the contract will be terminated at its earliest convenience, resulting in RUPO to be $0.6 billion lower than
contracted backlog. Our awarded backlog includes revenue we expect to record in the future where we have been awarded
the work, but the contractual agreement has not yet been signed. The net results of our unconsolidated joint ventures are
recognized as equity earnings, and awarded and contracted backlog representing our proportionate share of work to be
performed by unconsolidated joint ventures is not presented as revenue in our Consolidated Statements of Operations. For
non-government contracts, our backlog includes future revenue at contract rates, excluding contract renewals or extensions
that are at the discretion of the client. For contracts with a not-to-exceed maximum amount, we include revenue from such
contracts in backlog to the extent of the remaining estimated amount. We calculate backlog without regard to possible
project reductions or expansions or potential cancellations until such changes or cancellations occur. No assurance can be
given that we will ultimately realize our full backlog. Backlog fluctuates due to the timing of when contracts are awarded
and contracted and when contract revenue is recognized. Many of our contracts require us to provide services over more
than one year. Our backlog for the year ended September 30, 2020 increased $4.7 billion, or 12.9%, to $41.2 billion as
compared to $36.5 billion for the corresponding period last year, primarily due to an increase in our construction
management business.
The following summarizes contracted and awarded backlog (in billions):
Contracted backlog:
Americas segment
International segment
Total contracted backlog
Awarded backlog:
Americas segment
International segment
Total awarded backlog
Unconsolidated joint venture backlog:
Americas segment
International segment
Total unconsolidated joint venture backlog
Total backlog:
Americas segment
International segment
Total backlog
13
September 30,
2020
2019
$
$
$
$
$
$
$
$
15.8
3.7
19.5
20.1
1.0
21.1
$
$
$
$
$
0.6
—
$
0.6
36.5
4.7
41.2
$
$
13.9
3.6
17.5
17.2
0.8
18.0
1.0
—
1.0
32.1
4.4
36.5
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Competition
The markets we serve are highly fragmented and we compete with a large number of regional, national and
international companies. We have numerous competitors, ranging from small private firms to multi-billion dollar
companies, some of which have greater financial resources or that are more specialized and concentrate their resources in
particular areas of expertise. The extent of our competition varies according to the particular markets and geographic area.
The degree and type of competition we face is also influenced by the type and scope of a particular project. The technical
and professional aspects of our services generally do not require large upfront capital expenditures and, therefore, provide
limited barriers against new competitors.
We believe that we are well positioned to compete in our markets because of our reputation, our cost
effectiveness, our long-term client relationships, our extensive network of offices, our employee expertise, and our broad
range of services. In addition, as a result of our extensive national and international network, we are able to offer our
clients localized knowledge and expertise, as well as the support of our worldwide professional staff. In addition, through
investments in technology and innovation, we are able to bring advanced solutions to clients.
Seasonality
We experience seasonal trends in our business. Our revenue is typically higher in the last half of the fiscal year.
The fourth quarter of our fiscal year (July 1 to September 30) is typically our strongest quarter. We find that the U.S.
federal government tends to authorize more work during the period preceding the end of our fiscal year, September 30. In
addition, many U.S. state governments with fiscal years ending on June 30 tend to accelerate spending during their first
quarter, when new funding becomes available. Further, our construction management revenue typically increases during
the high construction season of the summer months. Within the United States, as well as other parts of the world, our
business generally benefits from milder weather conditions in our fiscal fourth quarter, which allows for more productivity
from our on-site civil services. Our construction and project management services also typically expand during the high
construction season of the summer months. The first quarter of our fiscal year (October 1 to December 31) is typically our
lowest revenue quarter. The harsher weather conditions impact our ability to complete work in parts of North America and
the holiday season schedule affects our productivity during this period. For these reasons, coupled with the number and
significance of client contracts commenced and completed during a particular period, as well as the timing of expenses
incurred for corporate initiatives, it is not unusual for us to experience seasonal changes or fluctuations in our quarterly
operating results.
Risk Management and Insurance
Risk management is an integral part of our project management approach and our project execution process. We
have an Office of Risk Management that reviews and oversees the risk profile of our operations. Also, pursuant to our
internal delegations of authority, we have an internal process whereby a group of senior members of our risk management
team evaluate risk through internal risk analyses of higher-risk projects, contracts or other business decisions. We maintain
insurance covering professional liability and claims involving bodily injury and property damage. Wherever possible, we
endeavor to eliminate or reduce the risk of loss on a project through the use of quality assurance/control, risk management,
workplace safety and similar methods.
Regulations
Our business is impacted by environmental, health and safety, government procurement, anti-bribery and other
government regulations and requirements. Below is a summary of some of the significant regulations that impact our
business.
Environmental, Health and Safety. Our business involves the planning, design, program management,
construction management, and operations and maintenance at various project sites, including, but not limited to, nuclear
facilities, hazardous waste and Superfund sites, hydrocarbon production, distribution and transport sites, and other
infrastructure-related facilities. We also regularly perform work in and around sensitive environmental areas, such as rivers,
lakes and wetlands.
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Significant fines, penalties and other sanctions may be imposed for non-compliance with environmental and
health and safety laws and regulations, and some laws provide for joint and several strict liabilities for remediation of
releases of hazardous substances, rendering a person liable for environmental damage, without regard to negligence or fault
on the part of such person. These laws and regulations may expose us to liability arising out of the conduct of operations or
conditions caused by others, or for our acts that were in compliance with all applicable laws at the time these acts were
performed. For example, there are a number of governmental laws that strictly regulate the handling, removal, treatment,
transportation and disposal of toxic and hazardous substances, such as the Comprehensive Environmental Response
Compensation and Liability Act of 1980, and comparable national and state laws, that impose strict, joint and several
liabilities for the entire cost of cleanup, without regard to whether a company knew of or caused the release of hazardous
substances. In addition, some environmental regulations can impose liability for the entire clean-up upon owners,
operators, generators, transporters and other persons arranging for the treatment or disposal of such hazardous substances
related to contaminated facilities or project sites. Other federal environmental, health and safety laws affecting us include,
but are not limited to, the Resource Conservation and Recovery Act, the National Environmental Policy Act, the Clean Air
Act, the Clean Air Mercury Rule, the Occupational Safety and Health Act, the Toxic Substances Control Act, and the
Superfund Amendments and Reauthorization Act, as well as other comparable national and state laws. Liabilities related to
environmental contamination or human exposure to hazardous substances, comparable national and state laws or a failure
to comply with applicable regulations could result in substantial costs to us, including cleanup costs, fines and civil or
criminal sanctions, third-party claims for property damage or personal injury, or cessation of remediation activities.
Some of our business operations are covered by Public Law 85-804, which provides for indemnification by the
U.S federal government against claims and damages arising out of unusually hazardous or nuclear activities performed at
the request of the U.S. federal government. Should public policies and laws change, however, U.S. federal government
indemnification may not be available in the case of any future claims or liabilities relating to hazardous activities that we
undertake to perform.
Government Procurement. The services we provide to the U.S. federal government are subject to Federal
Acquisition Regulation, the Truth in Negotiations Act, Cost Accounting Standards, the Services Contract Act, export
controls rules and Department of Defense (DOD) security regulations, as well as many other laws and regulations. These
laws and regulations affect how we transact business with our clients and, in some instances, impose additional costs on
our business operations. A violation of specific laws and regulations could lead to fines, contract termination or suspension
of future contracts. Our government clients can also terminate, renegotiate, or modify any of their contracts with us at their
convenience; and many of our government contracts are subject to renewal or extension annually.
Anti-Bribery and other regulations. We are subject to the U.S. Foreign Corrupt Practices Act and similar anti-
bribery laws, which generally prohibit companies and their intermediaries from making improper payments to foreign
government officials for the purpose of obtaining or retaining business. The U.K. Bribery Act of 2010 prohibits both
domestic and international bribery, as well as bribery across both private and public sectors. In addition, an organization
that “fails to prevent bribery” committed by anyone associated with the organization can be charged under the U.K. Bribery
Act unless the organization can establish the defense of having implemented “adequate procedures” to prevent bribery. To
the extent we export technical services, data and products outside of the U.S., we are subject to U.S. and international laws
and regulations governing international trade and exports, including, but not limited to, the International Traffic in Arms
Regulations, the Export Administration Regulations, and trade sanctions against embargoed countries. We provide services
to the DOD and other defense-related entities that often require specialized professional qualifications and security
clearances. In addition, as engineering design services professionals, we are subject to a variety of local, state, federal, and
foreign licensing and permit requirements and ethics rules.
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Raw Materials
We purchase most of the raw materials and components necessary to operate our business from numerous sources.
However, the price and availability of raw materials and components may vary from year to year due to customer demand,
production capacity, market conditions, and material shortages. While we do not currently foresee the lack of availability of
any particular raw materials in the near term, prolonged unavailability of raw materials necessary to our projects and
services or significant price increases for those raw materials could have a material adverse effect on our business in the
near term.
Government Contracts
Generally, our government contracts are subject to renegotiation or termination of contracts or subcontracts at the
discretion of the U.S. federal, state or local governments, and national governments of other countries.
Trade Secrets and Other Intellectual Property
We rely principally on trade secrets, confidentiality policies and other contractual arrangements to protect much of
our intellectual property.
Available Information
The reports we file with the Securities and Exchange Commission, including annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and proxy materials, including any amendments, are available
free of charge on our website at www.aecom.com as soon as reasonably practicable after we electronically file such material
with or furnish it to the SEC. The SEC also maintains a web site (www.sec.gov) containing reports, proxy and information
statements, and other information that we file with the SEC. Our Corporate Governance Guidelines and our Code of Ethics
are available on our website at www.aecom.com under the “Investors” section. Copies of the information identified above
may be obtained without charge from us by writing to AECOM, 300 South Grand Avenue, 9th Floor, Los Angeles,
California 90071, Attention: Corporate Secretary.
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ITEM 1A. RISK FACTORS
We operate in a changing environment that involves numerous known and unknown risks and uncertainties that
could materially adversely affect our operations. The risks described below highlight some of the factors that have
affected, and in the future could affect our operations. Additional risks we do not yet know of or that we currently think are
immaterial may also affect our business operations. If any of the events or circumstances described in the following risks
actually occurs, our business, financial condition or results of operations could be materially adversely affected.
Risks Related to Our Markets, Customers and Business
We face various risks related to health outbreaks such as the Covid-19 coronavirus that may have material adverse
effects on our business, financial position, results of operations and/or cash flows.
We face various risks related to health epidemics, pandemics, and similar outbreaks, including the current global outbreak
of the Covid-19 coronavirus pandemic. The coronavirus pandemic is expected to reduce demand for our services and
impact client spending in certain circumstances. An extended health outbreak could adversely affect the world economy
resulting in an economic downturn that could further affect demand for our services. If significant portions of our
workforce are unable to work or travel effectively for a prolonged period because of government-mandated quarantines,
closures, or other restrictions, then our business and financial operations will be significantly impacted. For example, work
on some non-essential construction and other client projects has temporarily halted our services on these projects. Extended
disruptions due to the coronavirus could further delay or limit our ability to perform services, make or receive timely
payments, and impair our ability to win future contracts. The continued spread of coronavirus without any impact from any
effective treatments may cause further financial instability increasing our costs and ability to access the capital markets.
Any cost increases due to the coronavirus may not be fully recoverable or adequately covered by our insurance. We cannot
at this time predict the duration of the coronavirus pandemic or the impact of government regulations that might be
imposed in response of the pandemic; however, the coronavirus pandemic may have a material adverse effect on our
business, financial position, results of operations and cash flows.
Our industry is highly competitive, and we may be unable to compete effectively, which could result in reduced revenue,
profitability and market share.
We are engaged in a highly competitive business. The markets we serve are highly fragmented and we compete with a
large number of regional, national and international companies. These competitors may have greater financial and other
resources than we do. Others are smaller and more specialized, and concentrate their resources in particular areas of
expertise. The extent of our competition varies according to the particular markets and geographic area. In addition, the
technical and professional aspects of some of our services generally do not require large upfront capital expenditures and
provide limited barriers against new competitors.
The degree and type of competition we face is also influenced by the type and scope of a particular project. Our clients
make competitive determinations based upon qualifications, experience, performance, reputation, technology, customer
relationships, price and ability to provide the relevant services in a timely, safe and cost-efficient manner. Increased
competition may result in our inability to win bids for future projects, increased margin pressure and loss of revenue,
profitability and market share.
Demand for our services is cyclical and may be vulnerable to sudden economic downturns and reductions in
government and private industry spending. If economic conditions remain uncertain and/or weaken, our revenue and
profitability could be adversely affected.
Demand for our services is cyclical and may be vulnerable to sudden economic downturns, interest rate
fluctuations and reductions in government and private industry spending that result in clients delaying, curtailing or
canceling proposed and existing projects. For example, the Covid-19 coronavirus pandemic is expected to reduce demand
for our services and impact client spending in certain circumstances. Where economies are weakening, our clients may
demand more favorable pricing or other terms while their ability to pay our invoices or to pay them in a timely manner may
be adversely affected. Our government clients may face budget deficits that prohibit them from funding proposed and
existing projects. If economic conditions remain uncertain and/or weaken and/or government spending is reduced, our
revenue and profitability could be materially adversely affected.
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We depend on long-term government contracts, some of which are only funded on an annual basis. If appropriations
for funding are not made in subsequent years of a multiple-year contract, we may not be able to realize all of our
anticipated revenue and profits from that project.
A substantial portion of our revenue is derived from contracts with agencies and departments of national, state,
and local governments. During fiscal 2020 and 2019, approximately 42% and 44%, respectively, of our revenue was
derived from contracts with government entities.
Most government contracts are subject to the government’s budgetary approval process. Legislatures typically
appropriate funds for a given program on a year-by-year basis, even though contract performance may take more than one
year. In addition, public-supported financing such as state and local municipal bonds may be only partially raised to
support existing infrastructure projects. As a result, at the beginning of a program, the related contract is only partially
funded, and additional funding is normally committed only as appropriations are made in each fiscal year. These
appropriations, and the timing of payment of appropriated amounts, may be influenced by, among other things, the state of
the economy, a government shutdown, competing priorities for appropriation, changes in administration or control of
legislatures, and the timing and amount of tax receipts and the overall level of government expenditures. Similarly, the
impact of an economic downturn on governments, including as a result of the coronavirus, may make it more difficult for
them to fund infrastructure projects. If appropriations are not made in subsequent years on our government contracts, then
we will not realize all of our potential revenue and profit from that contract.
If we are unable to win or renew government contracts during regulated procurement processes, our operations and
financial results would be harmed.
Government contracts are awarded through a regulated procurement process. The federal government has awarded
multi-year contracts with pre-established terms and conditions, such as indefinite delivery contracts, that generally require
those contractors that have previously been awarded the indefinite delivery contract to engage in an additional competitive
bidding process before a task order is issued. In addition, the federal government has also awarded federal contracts based
on a low-price, technically acceptable criteria emphasizing price over qualitative factors, such as past performance. As a
result of these competitive pricing pressures, our profit margins on future federal contracts may be reduced and may require
us to make sustained efforts to reduce costs in order to realize profits under government contracts. If we are not successful
in reducing the amount of costs we incur, our profitability on government contracts will be negatively impacted. In
addition, we may not be awarded government contracts because of existing government policies designed to protect small
businesses and under-represented minority contractors. Our inability to win or renew government contracts during
regulated procurement processes could harm our operations and reduce our profits and revenues.
Governmental agencies may modify, curtail or terminate our contracts at any time prior to their completion and, if we
do not replace them, we may suffer a decline in revenue.
Most government contracts may be modified, curtailed or terminated by the government either at its discretion or
upon the default of the contractor. If the government terminates a contract at its discretion, then we typically are able to
recover only costs incurred or committed, settlement expenses and profit on work completed prior to termination, which
could prevent us from recognizing all of our potential revenue and profits from that contract. In addition, for some
assignments, the U.S. government may attempt to “insource” the services to government employees rather than outsource
to a contractor. If a government terminates a contract due to our default, we could be liable for excess costs incurred by the
government in obtaining services from another source.
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Our contracts with governmental agencies are subject to audit, which could result in adjustments to reimbursable
contract costs or, if we are charged with wrongdoing, possible temporary or permanent suspension from participating in
government programs.
Our books and records are subject to audit by the various governmental agencies we serve and their
representatives. These audits can result in adjustments to the amount of contract costs we believe are reimbursable by the
agencies and the amount of our overhead costs allocated to the agencies. If such matters are not resolved in our favor, they
could have a material adverse effect on our business. In addition, if one of our subsidiaries is charged with wrongdoing as a
result of an audit, that subsidiary, and possibly our company as a whole, could be temporarily suspended or could be
prohibited from bidding on and receiving future government contracts for a period of time. Furthermore, as a government
contractor, we are subject to an increased risk of investigations, criminal prosecution, civil fraud actions, whistleblower
lawsuits, and other legal actions and liabilities to which purely private sector companies are not, the results of which could
materially adversely impact our business. For example, from time to time we may be subject to qui tam lawsuits. Qui tam
lawsuits typically allege that we have made false statements or certifications in connection with claims for payment, or
improperly retained overpayments, from the government. These suits may remain under seal (and hence, be unknown to
us) for some time while the government decides whether to intervene on behalf of the qui tam plaintiff.
An extended government shutdown, payment delays or reduced demand for our services may have a material impact on
our results of operation and financial condition.
An extended government shutdown could significantly reduce demand for our services, delay payment and result
in workforce reductions that may have a material adverse effect on our results of operation and financial condition.
Moreover, a prolonged government shutdown could result in program cancellations, disruptions and/or stop work orders
and could limit the government’s ability to effectively process and our ability to perform government contracts and
successfully compete for new work.
Risks Related to our Capital Structure
The agreements governing our debt contain a number of restrictive covenants which will limit our ability to finance
future operations, acquisitions or capital needs or engage in other business activities that may be in our interest.
The Credit Agreement and the indentures governing our debt contain a number of significant covenants that
impose operating and other restrictions on us and our subsidiaries. Such restrictions affect or will affect and, in many
respects, limit or prohibit, among other things, our ability and the ability of some of our subsidiaries to:
● incur additional indebtedness;
● create liens;
● pay dividends and make other distributions in respect of our equity securities;
● redeem or repurchase our equity securities;
● distribute excess cash flow from foreign to domestic subsidiaries;
● make investments or other restricted payments;
● sell assets;
● enter into transactions with affiliates; and
● effect mergers or consolidations.
In addition, our Credit Agreement also requires us to comply with a consolidated interest coverage ratio and
consolidated leverage ratio. Our ability to comply with these ratios may be affected by events beyond our control. These
restrictions could limit our ability to plan for or react to market or economic conditions or meet capital needs or otherwise
restrict our activities or business plans, and could adversely affect our ability to finance our operations, acquisitions,
investments or strategic alliances or other capital needs or to engage in other business activities that would be in our
interest. A breach of any of these covenants or our inability to comply with the required financial ratios could result in a
default under our debt instruments. If an event of default occurs, our creditors could elect to:
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● declare all borrowings outstanding, together with accrued and unpaid interest, to be immediately due and
payable;
● require us to apply all of our available cash to repay the borrowings; or
● prevent us from making debt service payments on our borrowings.
If we were unable to repay or otherwise refinance these borrowings when due, the applicable creditors could sell
the collateral securing some of our debt instruments, which constitutes substantially all of our domestic and foreign, wholly
owned subsidiaries’ assets.
Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to
increase significantly.
Borrowings under our Credit Agreement are at variable rates of interest and expose us to interest rate risk. If
interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though the amount
borrowed remains the same, and our net income and cash flows, including cash available for servicing our indebtedness,
will correspondingly decrease. A 1.00% increase in such interest rates would increase total interest expense under our
Credit Agreement for the year ended September 30, 2020 by $2.9 million, including the effect of our interest rate swaps.
We may, from time to time, enter into additional interest rate swaps that involve the exchange of floating for fixed rate
interest payments in order to reduce interest rate volatility. However, we may not maintain interest rate swaps with respect
to all of our variable rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk and could
be subject to credit risk themselves.
If we are unable to continue to access credit on acceptable terms, our business may be adversely affected.
The changing nature of the global credit markets could make it more difficult for us to access funds, refinance our
existing indebtedness, enter into agreements for uncommitted debt bond facilities and new indebtedness, replace our
existing revolving and term credit agreements or obtain funding through the issuance of our securities. We use credit
facilities to support our working capital and other needs. There is no guarantee that we can continue to renew our credit
facility on terms as favorable as those in our existing credit facility and, if we are unable to do so, our costs of borrowing
and our business may be adversely affected.
Risks Related to our International Operations
The uncertainty surrounding the implementation of and effects of the United Kingdom’s proposed withdrawal from the
European Union could have an adverse effect on our business and financial results.
In March 2017, the United Kingdom government initiated a process to withdraw from the European Union
(Brexit) and began negotiating the terms of its separation. The United Kingdom formally left the European Union on
January 31, 2020, and is now in a transition period through December 31, 2020. Although the United Kingdom will remain
in the European Union single market and customs union during the transition period, the long-term nature of the United
Kingdom's relationship with the European Union is unclear and there is considerable uncertainty as to when any agreement
will be reached and implemented. The uncertainty surrounding Brexit has created substantial economic and political
uncertainty and volatility in currency exchange rates. Our United Kingdom business is a significant part of our European
operations with approximately 6,000 employees and revenues representing approximately 6% of our total revenue for the
fiscal year ended September 30, 2020. The uncertainty created by Brexit may cause our customers to closely monitor their
costs and reduce demand for our services and may ultimately result in new regulatory and cost challenges for our United
Kingdom and global operations. Any of these events could adversely affect our United Kingdom, European and overall
business and financial results.
Our operations worldwide expose us to legal, political and economic risks in different countries as well as currency
exchange rate fluctuations that could harm our business and financial results.
During fiscal 2020, revenue attributable to our services provided outside of the United States to non-U.S. clients
was approximately 29% of our total revenue. There are risks inherent in doing business internationally, including:
● imposition of governmental controls and changes in laws, regulations or policies;
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● political and economic instability, such as in the Middle East and South East Asia;
● civil unrest, acts of terrorism, force majeure, war, or other armed conflict;
● changes in U.S. and other national government trade policies affecting the markets for our services, such as
retaliatory tariffs between the United States and China;
● political unrest in Hong Kong where we have a significant presence;
● impact of the coronavirus pandemic and its related economic impacts;
● changes in regulatory practices, tariffs and taxes, such as Brexit;
● potential non-compliance with a wide variety of laws and regulations, including anti-corruption, export
control and anti-boycott laws and similar non-U.S. laws and regulations;
● changes in labor conditions;
● logistical and communication challenges; and
● currency exchange rate fluctuations, devaluations and other conversion restrictions.
Any of these factors could have a material adverse effect on our business, results of operations or financial
condition.
We operate in many different jurisdictions and we could be adversely affected by violations of the U.S. Foreign Corrupt
Practices Act and similar worldwide anti-corruption laws.
The U.S. Foreign Corrupt Practices Act (FCPA) and similar worldwide anti-corruption laws, including the U.K.
Bribery Act of 2010, generally prohibit companies and their intermediaries from making improper payments to non-U.S.
officials for the purpose of obtaining or retaining business. Our internal policies mandate compliance with these anti-
corruption laws, including the requirements to maintain accurate information and internal controls which may fall within
the purview of the FCPA, its books and records provisions or its anti-bribery provisions. We operate in many parts of the
world that have experienced governmental corruption to some degree; and, in some circumstances, strict compliance with
anti-corruption laws may conflict with local customs and practices. Despite our training and compliance programs, we
cannot assure that our internal control policies and procedures always will protect us from reckless or criminal acts
committed by our employees or agents. In addition, from time to time, government investigations of corruption in
construction-related industries affect us and our peers. Violations of these laws, or allegations of such violations, could
disrupt our business and result in a material adverse effect on our results of operations or financial condition.
We work in international locations where there are high security risks, which could result in harm to our employees and
contractors or material costs to us.
Some of our services are performed in high-risk locations, such as the Middle East, Africa, and Southwest Asia,
where the location is suffering from political, social or economic problems, or war or civil unrest. In those locations where
we have employees or operations, we may incur material costs to maintain the safety of our personnel. Despite these
precautions, the safety of our personnel in these locations may continue to be at risk. Acts of terrorism and threats of armed
conflicts in or around various areas in which we operate could limit or disrupt markets and our operations, including
disruptions resulting from the evacuation of personnel, cancellation of contracts, or the loss of key employees, contractors
or assets.
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Risks Related to Our Operations and Technology
Many of our project sites are inherently dangerous workplaces. Failure to maintain safe work sites and equipment
could result in environmental disasters, employee deaths or injuries, reduced profitability, the loss of projects or clients
and possible exposure to litigation.
Our project sites often put our employees and others in close proximity with mechanized equipment, moving
vehicles, chemical and manufacturing processes, and highly regulated materials. On some project sites, we may be
responsible for safety and, accordingly, we have an obligation to implement effective safety procedures. If we fail to
implement these procedures or if the procedures we implement are ineffective, we may suffer the loss of or injury to our
employees, as well as expose ourselves to possible litigation. As a result, our failure to maintain adequate safety standards
and equipment could result in reduced profitability or the loss of projects or clients, and could have a material adverse
impact on our business, financial condition, and results of operations.
Cybersecurity threats, information technology systems outages and data privacy incidents could adversely harm our
business.
We may experience errors, outages, or delays of service in our information technology systems, which could
significantly disrupt our operations, impact our clients and employees, damage our reputation, and result in litigation and
regulatory fines or penalties. Various privacy and securities laws pertaining to client and employee data usage require us to
manage and protect sensitive and proprietary information. For example, the European’s Union General Data Protection
Regulation extends the scope of the European Union data protection laws to all companies processing data of European
Union residents, regardless of the company’s location. In addition, the California Consumer Privacy Act increased the
penalties for data privacy incidents.
We face threats to our information technology systems, including unauthorized access, computer hackers,
computer viruses, malicious code, cyber-attacks, phishing and other cybersecurity problems and system disruptions,
including possible unauthorized access to our and our clients’ proprietary information. We rely on industry-accepted
security measures and technology to securely maintain all proprietary information on our information technology systems.
In the ordinary course of business, we have been targeted by malicious cyber-attacks. Anyone who circumvents our
security measures could misappropriate proprietary information, including information regarding us, our employees and/or
our clients, or cause interruptions in our operations. Although we devote significant resources to our cybersecurity
programs and have implemented security measures to protect our systems and to prevent, detect and respond to
cybersecurity incidents, there can be no assurance that our efforts will prevent these threats. As these security threats
continue to evolve, we may be required to devote additional resources to protect, prevent, detect and respond against
system disruptions and security breaches.
We also rely in part on third-party software and information technology vendors to run our critical accounting,
project management and financial information systems. We depend on our software and information technology vendors to
provide long-term software and hardware support for our information systems. Our software and information technology
vendors may decide to discontinue further development, integration or long-term software and hardware support for our
information systems, in which case we may need to abandon one or more of our current information systems and migrate
some or all of our accounting, project management and financial information to other systems, thus increasing our
operational expense, as well as disrupting the management of our business operations.
Any of these events could damage our reputation and have a material adverse effect on our business, financial
condition, results of operations and cash flows. Furthermore, while we maintain insurance that specifically covers these
attacks, our coverage may not sufficiently cover all types of losses or claims that may arise.
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Risks Related to Contracts and Joint Ventures
Our business and operating results could be adversely affected by losses under fixed-price or guaranteed maximum
price contracts.
Fixed-price contracts require us to either perform all work under the contract for a specified lump-sum or to
perform an estimated number of units of work at an agreed price per unit, with the total payment determined by the actual
number of units performed. In addition, we may enter guaranteed maximum price contracts where we guarantee a price or
delivery date. For the year ended September 30, 2020, our revenue was comprised of 43%, 30%, and 27% cost-
reimbursable, guaranteed maximum price, and fixed-price contracts, respectively. Fixed-price contracts expose us to a
number of risks not inherent in cost-reimbursable contracts, including underestimation of costs, ambiguities in
specifications, unforeseen increases in or failures in estimating the cost of raw materials, equipment or labor, problems with
new technologies, delays beyond our control, fluctuations in profit margins, failures of subcontractors to perform and
economic or other changes that may occur during the contract period. United States and foreign trade policy actions and
tariffs such as the 2018 tariffs on steel and aluminum imports in the United States could affect the profitability of our fixed-
price construction projects. Losses under fixed-price or guaranteed contracts could be substantial and adversely impact our
results of operations.
Our failure to meet contractual schedule or performance requirements that we have guaranteed could adversely affect
our operating results.
In some circumstances, we can incur liquidated or other damages if we do not achieve project completion by a
scheduled date. If we or an entity for which we have provided a guarantee subsequently fails to complete the project as
scheduled and the matter cannot be satisfactorily resolved with the client, we may be responsible for cost impacts to the
client resulting from any delay or the cost to complete the project. Our costs generally increase from schedule delays and/or
could exceed our projections for a particular project. In addition, project performance can be affected by a number of
factors beyond our control, including unavoidable delays from governmental inaction, public opposition, inability to obtain
financing, weather conditions, unavailability of vendor materials, changes in the project scope of services requested by our
clients, industrial accidents, environmental hazards, labor disruptions, pandemics including the current coronavirus, and
other factors. Material performance problems for existing and future contracts could cause actual results of operations to
differ from those anticipated by us and also could cause us to suffer damage to our reputation within our industry and client
base.
We may not be able to maintain adequate surety and financial capacity necessary for us to successfully bid on and win
contracts.
In line with industry practice, we are often required to provide surety bonds, standby letters of credit or corporate
guarantees to our clients that indemnify the customer should our affiliate fail to perform its obligations under the terms of a
contract. As of September 30, 2020 and September 30, 2019, we were contingently liable for $6.2 billion and $4.8 billion,
respectively, in issued surety bonds primarily to support project execution and we had outstanding letters of credit totaling
$529.1 million and $493.7 million, respectively. A surety may issue a performance or payment bond to guarantee to the
client that our affiliate will perform under the terms of a contract. If our affiliate fails to perform under the terms of the
contract, then the client may demand that the surety or another corporate affiliate provide the contracted services. In
addition, we would typically have obligations to indemnify the surety for any loss incurred in connection with the bond. If
a surety bond or a letter of credit is required for a particular project and we are unable to obtain an appropriate surety bond
or letter of credit, we may not be able to pursue that project, which in turn could have a material adverse impact on our
business, financial condition, results of operations, and cash flows.
We conduct a portion of our operations through joint venture entities, over which we may have limited control.
Approximately 10% of our fiscal 2020 revenue was derived from our operations through joint ventures or similar
partnership arrangements, where control may be shared with unaffiliated third parties. As with most joint venture
arrangements, differences in views among the joint venture participants may result in delayed decisions or disputes. We
also cannot control the actions of our joint venture partners and we typically have joint and several liability with our joint
venture partners under the applicable contracts for joint venture projects. These factors could potentially adversely impact
the business and operations of a joint venture and, in turn, our business and operations.
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Operating through joint ventures in which we are minority holders results in us having limited control over many
decisions made with respect to projects and internal controls relating to projects. Sales of our services provided to our
unconsolidated joint ventures were approximately 4% of our fiscal 2020 revenue. We generally do not have control of these
unconsolidated joint ventures. These joint ventures may not be subject to the same requirements regarding internal controls
and internal control over financial reporting that we follow. As a result, internal control problems may arise with respect to
these joint ventures, which could have a material adverse effect on our financial condition and results of operations and
could also affect our reputation.
We participate in joint ventures where we provide guarantees and may be adversely impacted by the failure of the joint
venture or its participants to fulfill their obligations.
We have investments in and commitments to joint ventures with unrelated parties, including in connection with
construction services, government services, and the investment activities of ACAP. For example, real estate and
infrastructure joint ventures are inherently risky and may result in future losses since real estate markets are impacted by
economic trends and government policies that we do not control. These joint ventures from time to time may borrow
money to help finance their activities and in some circumstances, we are required to provide guarantees of obligations of
our affiliated entities. In addition, in connection with the investment activities of ACAP, we provide guarantees of
obligations, including guarantees for completion of projects, repayment of debt, environmental indemnity obligations and
other lender required guarantees.
AECOM Capital’s real estate development and investment activities are inherently risky and may result in a future loss.
ACAP’s real estate business involves managing, sponsoring, investing and developing commercial real estate
projects (Real Estate Joint Ventures) that are inherently risky and may result in future losses since real estate markets are
significantly impacted by economic trends and government policies that we do not control. Our registered 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 which also invests and develops Real Estate Joint Ventures on behalf of its investors.
Real Estate Joint Ventures rely on substantial amounts of third party borrowing to finance their development activities
including completion guarantees, repayment guarantees, environmental indemnities and other lender required credit
support guarantees that may be provided by AECOM or an affiliate to secure the Real Estate Joint Venture financing.
Although the Fund and the Real Estate Joint Ventures have reserves that will be used to share any cost overruns of the Real
Estate Joint Ventures, if such reserves are depleted, then AECOM may be required to make support payments to fund non-
budgeted cost overruns on behalf of the Fund (but not on behalf of the Fund’s co-partner or any unaffiliated limited
partners of the Real Estate Joint Ventures). Some of the Fund’s limited partners may be permitted to make additional equity
co-investments in certain Real Estate Joint Ventures for which AECOM will provide support payments on behalf of the
limited partner co-investor in the event of a cost overrun of the Real Estate Joint Venture after additional specific reserves
have been depleted. AECOM’s provision of lender guarantees is contingent upon the Real Estate Joint Ventures meeting
AECOM’s underwriting criteria, including an affiliate of AECOM acting as either the construction manager at risk or the
owner’s representative for the project, no material adverse change in AECOM’s financial condition, and the guarantee not
violating a covenant under a material AECOM agreement.
Risks Related to Laws and Regulations
Misconduct by our employees, partners or consultants or our failure to comply with laws or regulations applicable to
our business could cause us to lose customers or lose our ability to contract with government agencies.
As a government contractor, misconduct, fraud or other improper activities caused by our employees’, partners’ or
consultants’ failure to comply with laws or regulations could have a significant negative impact on our business and
reputation. Such misconduct could include the failure to comply with procurement regulations, environmental regulations,
regulations regarding the protection of sensitive government information, legislation regarding the pricing of labor and
other costs in government contracts, regulations on lobbying or similar activities, and anti-corruption, anti-competition,
export control and other applicable laws or regulations. Our failure to comply with applicable laws or regulations,
misconduct by any of our employees or consultants or our failure to make timely and accurate certifications to government
agencies regarding misconduct or potential misconduct could subject us to fines and penalties, loss of government granted
eligibility, cancellation of contracts and suspension or debarment from contracting with government agencies, any of which
may adversely affect our business.
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We may be subject to substantial liabilities under environmental laws and regulations.
Our services are subject to numerous environmental protection laws and regulations that are complex and
stringent. Our business involves in part the planning, design, program management, construction management, and
operations and maintenance at various sites, including but not limited to, nuclear facilities, hazardous waste and Superfund
sites, hydrocarbon production, distribution and transport sites, and other infrastructure-related facilities. We also regularly
perform work in and around sensitive environmental areas, such as rivers, lakes and wetlands. In addition, we have
contracts in support of U.S. federal government entities to destroy hazardous materials, including chemical agents and
weapons stockpiles, as well as to decontaminate and decommission nuclear facilities. These activities may require us to
manage, handle, remove, treat, transport and dispose of toxic or hazardous substances. We also own and operate several
properties in the U.S. and Canada that have been used for the storage and maintenance of construction equipment. In the
conduct of operations on these properties, and despite precautions having been taken, it is possible that there have been
accidental releases of individually relatively small amounts of fuel, oils, hydraulic fluids and other fluids while storing or
servicing this equipment. Such accidental releases though individually relatively small may have accumulated over time.
Past business practices at companies that we have acquired may also expose us to future unknown environmental liabilities.
Significant fines, penalties and other sanctions may be imposed for non-compliance with environmental laws and
regulations, and some environmental laws provide for joint and several strict liabilities for remediation of releases of
hazardous substances, rendering a person liable for environmental damage, without regard to negligence or fault on the part
of such person. These laws and regulations may expose us to liability arising out of the conduct of operations or conditions
caused by others, or for our acts that were in compliance with all applicable laws at the time these acts were performed. For
example, there are a number of governmental laws that strictly regulate the handling, removal, treatment, transportation
and disposal of toxic and hazardous substances, such as Comprehensive Environmental Response Compensation and
Liability Act of 1980, and comparable state laws, that impose strict, joint and several liabilities for the entire cost of
cleanup, without regard to whether a company knew of or caused the release of hazardous substances. In addition, some
environmental regulations can impose liability for the entire cleanup upon owners, operators, generators, transporters and
other persons arranging for the treatment or disposal of such hazardous substances related to contaminated facilities or
project sites. Other federal environmental, health and safety laws affecting us include, but are not limited to, the Resource
Conservation and Recovery Act, the National Environmental Policy Act, the Clean Air Act, the Clean Air Mercury Rule,
the Occupational Safety and Health Act, the Toxic Substances Control Act and the Superfund Amendments and
Reauthorization Act and the Energy Reorganization Act of 1974, as well as other comparable national and state laws.
Liabilities related to environmental contamination or human exposure to hazardous substances, or a failure to comply with
applicable regulations could result in substantial costs to us, including cleanup costs, fines and civil or criminal sanctions,
third-party claims for property damage or personal injury or cessation of remediation activities. Our continuing work in the
areas governed by these laws and regulations exposes us to the risk of substantial liability.
Risks Related to Acquisitions and Divestitures
AECOM is a smaller company after the sale of our Management Services business and may be more vulnerable to
changing market conditions.
AECOM is a smaller company after the sale of our Management Services business and more reliant on our
remaining business segments. Our results of operations, cash flows, working capital, effective tax rate, and financing
requirements may be subject to increased volatility and our ability to fund capital expenditures, investments and service
debt may be diminished. Restructuring costs and other costs incurred in connection with the Management Services sale
may exceed our estimates or diminish the benefits we expected to realize. In addition, any contingent purchase price
adjustments could be unfavorable and result in lower aggregate cash proceeds. We are also obligated to incur ongoing costs
and retain certain legal claims that were previously allocated to the Management Services business. As a result, we may be
more vulnerable to changing market conditions, which could have a material adverse effect on our business, financial
condition, and results of operations.
We may be unable to successfully execute or effectively integrate acquisitions and divestitures may not occur as
planned.
We regularly review our portfolio of businesses and pursue growth through acquisitions and seek to divest non-
core businesses. We may not be able to complete transactions on favorable terms, on a timely basis, or at all, and during the
integration of any acquisition, we may discover regulatory and compliance issues. In addition, our results of operations
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and cash flows may be adversely impacted by (i) the failure of acquired businesses to meet or exceed expected returns; (ii)
the failure to integrate acquired businesses on schedule and/or to achieve expected synergies; (iii) the inability to dispose of
non-core assets and businesses on satisfactory terms and conditions; (iv) diversion of attention and increased burdens on
our employees; and (v) the discovery of unanticipated liabilities or other problems in acquired businesses for which we
lack contractual protections, insurance or indemnities, or with regard to divested businesses, claims by purchasers to whom
we have provided contractual indemnification. Additional difficulties we may encounter as part of the integration process
include the following:
● the consequences of a change in tax treatment and the possibility that the full benefits anticipated from the
acquisition or disposition will not be realized;
● any delay in the integration or disposition of management teams, strategies, operations, products and
services;
● differences in business backgrounds, corporate cultures and management philosophies that may delay
successful integration;
● the ability to retain key employees;
● the ability to create and enforce uniform standards, controls, procedures, policies and information systems;
● the challenge of restructuring complex systems, technology, networks and other assets in a seamless manner
that minimizes any adverse impact on customers, suppliers, employees and other constituencies;
● potential unknown liabilities and unforeseen increased expenses or delays associated with the acquisition,
including costs to integrate beyond current estimates;
● the ability to deduct or claim tax attributes or benefits such as operating losses, business or foreign tax
credits; and
● the disruption of, or the loss of momentum in, each company’s ongoing businesses or inconsistencies in
standards, controls, procedures and policies.
Any of these factors could adversely affect our ability to maintain relationships with customers, suppliers,
employees and other constituencies or could reduce our earnings or otherwise adversely affect our business and financial
results.
Our plans to divest certain businesses are subject to various risks and uncertainties and may not be completed in
accordance with the expected plans or anticipated time frame, or at all, and will involve significant time and expense,
which could disrupt or adversely affect our business.
Divesting businesses involve risks and uncertainties, such as the difficulty separating assets related to such
businesses from the businesses we retain, employee distraction, the need to obtain regulatory approvals and other third-
party consents, which potentially disrupts customer and vendor relationships, and the fact that we may be subject to
additional tax obligations or loss of certain tax benefits. Because of these challenges, as well as market conditions or other
factors, the anticipated divestitures may take longer or be costlier or generate fewer benefits than expected and may not be
completed at all. If we are unable to complete the divestitures or to successfully transition divested businesses, our business
and financial results could be negatively impacted. After we dispose of a business, we may retain exposure on financial or
performance guarantees and other contractual, employment, pension and severance obligations, and potential liabilities that
may arise under law because of the disposition or the subsequent failure of an acquirer. As a result, performance by the
divested businesses or other conditions outside of our control could have a material adverse effect on our results of
operations. In addition, the divestiture of any business could negatively impact our profitability because of losses that may
result from such a sale, the loss of sales and operating income, or a decrease in cash flows.
Other Risks
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An impairment charge of goodwill could have a material adverse impact on our financial condition and results of
operations.
Because we have grown in part through acquisitions, goodwill and intangible assets-net represent a substantial
portion of our assets. Under generally accepted accounting principles in the United States (GAAP), we are required to test
goodwill carried in our Consolidated Balance Sheets for possible impairment on an annual basis based upon a fair value
approach and whenever events occur that indicate impairment could exist. These events or circumstances could include a
significant change in the business climate, including a significant sustained decline in a reporting unit’s market value, legal
factors, operating performance indicators, competition, sale or disposition of a significant portion of our business, a
significant sustained decline in our market capitalization and other factors. For example, in the year ended September 30,
2020, we recorded a noncash impairment of long-lived assets, including goodwill of $83.6 million primarily related to a
decrease in the estimated recovery and fair value of reporting units with self-perform at-risk construction.
In addition, if we experience a decrease in our stock price and market capitalization over a sustained period, we
would have to record an impairment charge in the future. The amount of any impairment could be significant and could
have a material adverse impact on our financial condition and results of operations for the period in which the charge is
taken.
We may be required to contribute additional cash to meet our significant underfunded benefit obligations associated
with pension benefit plans we manage or multiemployer pension plans in which we participate.
We have defined benefit pension plans for employees in the United States, United Kingdom, Canada, Australia,
and Ireland. At September 30, 2020, our defined benefit pension plans had an aggregate deficit (the excess of projected
benefit obligations over the fair value of plan assets) of approximately $406.0 million. In the future, our pension deficits
may increase or decrease depending on changes in the levels of interest rates, pension plan performance and other factors
that may require us to make additional cash contributions to our pension plans and recognize further increases in our net
pension cost to satisfy our funding requirements. If we are forced or elect to make up all or a portion of the deficit for
unfunded benefit plans, our results of operations could be materially and adversely affected.
A multiemployer pension plan is typically established under a collective bargaining agreement with a union to
cover the union-represented workers of various unrelated companies. Our collective bargaining agreements with unions
will require us to contribute to various multiemployer pension plans; however, we do not control or manage these plans.
For the year ended September 30, 2020, we contributed $4.0 million to multiemployer pension plans. Under the Employee
Retirement Income Security Act, an employer who contributes to a multiemployer pension plan, absent an applicable
exemption, may also be liable, upon termination or withdrawal from the plan, for its proportionate share of the
multiemployer pension plan’s unfunded vested benefit. If we terminate or withdraw from a multiemployer plan, absent an
applicable exemption (such as for some plans in the building and construction industry), we could be required to contribute
a significant amount of cash to fund the multiemployer plan’s unfunded vested benefit, which could materially and
adversely affect our financial results; however, since we do not control the multiemployer plans, we are unable to estimate
any potential contributions that could be required.
We may experience disproportionately high levels of collection risk and nonpayment if certain clients in specific
geographic areas or industries are adversely affected by factors particular to their geographic area or industry.
Our clients include public and private entities that have been, and may continue to be, negatively impacted by the
changing landscape in the global economy. While no one client accounted for over 10% of our revenue for fiscal 2020, we
face collection risk as a normal part of our business where we perform services and subsequently bill our clients for such
services, or when we make equity investments in majority or minority controlled large-scale client projects and other long-
term capital projects before the project completes operational status or completes its project financing. In the event that we
have concentrated credit risk from clients in a specific geographic area or industry, continuing negative trends or a
worsening in the financial condition of that specific geographic area or industry could make us susceptible to
disproportionately high levels of default by those clients. Such defaults could materially adversely impact our revenues and
our results of operations.
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Our services expose us to significant risks of liability and our insurance policies may not provide adequate coverage.
Our services involve significant risks of professional and other liabilities that may substantially exceed the fees
that we derive from our services. In addition, we sometimes contractually assume liability to clients on projects under
indemnification or guarantee agreements. We cannot predict the magnitude of potential liabilities from the operation of our
business. In addition, in the ordinary course of our business, we frequently make professional judgments and
recommendations about environmental and engineering conditions of project sites for our clients. We may be deemed to be
responsible for these professional judgments and recommendations if they are later determined to be inaccurate. Any
unfavorable legal ruling against us could result in substantial monetary damages or even criminal violations.
Our professional liability policies cover only claims made during the term of the policy. Additionally, our
insurance policies may not protect us against potential liability due to various exclusions in the policies and self-insured
retention amounts. Partially or completely uninsured claims, if successful and of significant magnitude, could have a
material adverse effect on our business.
Unavailability or cancellation of third-party insurance coverage would increase our overall risk exposure as well as
disrupt the management of our business operations.
We maintain insurance coverage from third-party insurers as part of our overall risk management strategy and
because some of our contracts require us to maintain specific insurance coverage limits. If any of our third-party insurers
fail, suddenly cancel our coverage or otherwise are unable to provide us with adequate insurance coverage, then our overall
risk exposure and our operational expenses would increase and the management of our business operations would be
disrupted. In addition, there can be no assurance that any of our existing insurance coverage will be renewable upon the
expiration of the coverage period or that future coverage will be affordable at the required limits.
If we do not have adequate indemnification for our services related to nuclear materials, it could adversely affect our
business and financial condition.
We provide services to the nuclear energy industry in the ongoing maintenance and modification, as well as the
decontamination and decommissioning, of nuclear energy plants. Indemnification provisions under the Price-Anderson Act
available to nuclear energy plant operators and contractors do not apply to all liabilities that we might incur while
performing services as a radioactive materials cleanup contractor for the nuclear energy industry. If the Price-Anderson
Act’s indemnification protection does not apply to our services or if our exposure occurs outside the U.S., our business and
financial condition could be adversely affected either by our client’s refusal to retain us, by our inability to obtain
commercially adequate insurance and indemnification, or by potentially significant monetary damages we may incur.
Our backlog of uncompleted projects under contract is subject to unexpected adjustments and cancellations and, thus
may not accurately reflect future revenue and profits.
At September 30, 2020, our contracted backlog was approximately $19.5 billion, our awarded backlog was
approximately $21.1 billion and our unconsolidated joint venture backlog was approximately $0.6 billion for a total
backlog of $41.2 billion. Our contracted backlog includes revenue we expect to record in the future from signed contracts
and, in the case of a public sector client, where the project has been funded. We reported transaction price allocated to
remaining unsatisfied performance obligations (RUPO) of $18.9 billion, as described in Note 4, Revenue Recognition, in
the notes to our consolidated financial statements. The most significant difference between our contracted backlog and
RUPO is revenue related to service contracts that extend beyond the termination provisions of those contracts. Our
contracted backlog includes revenues for service contracts expected to be earned over the term of that contract. Guidance
for the calculation of RUPO requires us to assume the contract will be terminated at its earliest convenience, resulting in
RUPO to be $0.6 billion lower than contracted backlog. Our awarded backlog includes revenue we expect to record in the
future where we have been awarded the work, but the contractual agreement has not yet been signed. We cannot guarantee
that future revenue will be realized from either category of backlog or, if realized, will result in profits. Many projects may
remain in our backlog for an extended period of time because of the size or long-term nature of the contract. In addition,
from time to time, projects are delayed, scaled back or canceled. These types of backlog reductions adversely affect the
revenue and profits that we ultimately receive from contracts reflected in our backlog.
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We have submitted claims to clients for work we performed beyond the initial scope of some of our contracts. If these
clients do not approve these claims, our results of operations could be adversely impacted.
We typically have pending claims submitted under some of our contracts for payment of work performed beyond
the initial contractual requirements for which we have already recorded revenue. In general, we cannot guarantee that such
claims will be approved in whole, in part, or at all. Often, these claims can be the subject of lengthy arbitration or litigation
proceedings, and it is difficult to accurately predict when these claims will be fully resolved. When these types of events
occur and unresolved claims are pending, we have used working capital in projects to cover cost overruns pending the
resolution of the relevant claims. If these claims are not approved, our revenue may be reduced in future periods.
In conducting our business, we depend on other contractors, subcontractors and equipment and material providers. If
these parties fail to satisfy their obligations to us or other parties or if we are unable to maintain these relationships, our
revenue, profitability and growth prospects could be adversely affected.
We depend on contractors, subcontractors and equipment and material providers in conducting our business.
There is a risk that we may have disputes with our subcontractors arising from, among other things, the quality and
timeliness of work performed by the subcontractor, customer concerns about the subcontractor, or our failure to extend
existing task orders or issue new task orders under a subcontract. Also, to the extent that we cannot acquire equipment and
materials at reasonable costs, or if the amount we are required to pay exceeds our estimates, our ability to complete a
project in a timely fashion or at a profit may be impaired. In addition, if any of our subcontractors fail to deliver on a timely
basis the agreed-upon supplies and/or perform the agreed-upon services, our ability to fulfill our obligations as a prime
contractor may be jeopardized; we could be held responsible for such failures and/or we may be required to purchase the
supplies or services from another source at a higher price. This may reduce the profit to be realized or result in a loss on a
project for which the supplies or services are needed.
We also rely on relationships with other contractors when we act as their subcontractor or joint venture partner.
Our future revenue and growth prospects could be adversely affected if other contractors eliminate or reduce their
subcontracts or joint venture relationships with us, or if a government agency terminates or reduces these other contractors’
programs, does not award them new contracts or refuses to pay under a contract. In addition, due to “pay when paid”
provisions that are common in subcontracts in many countries, including the U.S., we could experience delays in receiving
payment if the prime contractor experiences payment delays.
If clients use our reports or other work product without appropriate disclaimers or in a misleading or incomplete
manner, or if our reports or other work product are not in compliance with professional standards and other
regulations, our business could be adversely affected.
The reports and other work product we produce for clients sometimes include projections, forecasts and other
forward-looking statements. Such information by its nature is subject to numerous risks and uncertainties, any of which
could cause the information produced by us to ultimately prove inaccurate. While we include appropriate disclaimers in the
reports that we prepare for our clients, once we produce such written work product, we do not always have the ability to
control the manner in which our clients use such information. As a result, if our clients reproduce such information to
solicit funds from investors for projects without appropriate disclaimers and the information proves to be incorrect, or if
our clients reproduce such information for potential investors in a misleading or incomplete manner, our clients or such
investors may threaten to or file suit against us for, among other things, securities law violations. For example, in August
2016, an affiliate entered into a settlement related to, among other things, alleged deficiencies in a traffic forecast. If we
were found to be liable for any claims related to our client work product, our business could be adversely affected.
In addition, our reports and other work product may need to comply with professional standards, licensing
requirements, securities regulations and other laws and rules governing the performance of professional services in the
jurisdiction where the services are performed. We could be liable to third parties who use or rely upon our reports and other
work product even if we are not contractually bound to those third parties. These events could in turn result in monetary
damages and penalties.
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Failure to adequately protect, maintain, or enforce our rights in our intellectual property may adversely limit our
competitive position.
Our success depends, in part, upon our ability to protect our intellectual property. We rely on a combination of
intellectual property policies and other contractual arrangements to protect much of our intellectual property where we do
not believe that trademark, patent or copyright protection is appropriate or obtainable. Trade secrets are generally difficult
to protect. Although our employees are subject to confidentiality obligations, this protection may be inadequate to deter or
prevent misappropriation of our confidential information and/or the infringement of our patents and copyrights. Further, we
may be unable to detect unauthorized use of our intellectual property or otherwise take appropriate steps to enforce our
rights. Failure to adequately protect, maintain, or enforce our intellectual property rights may adversely limit our
competitive position.
Our ability to compete in our industry will be harmed if we do not retain the continued services of our senior
management and key technical personnel.
We rely heavily upon the expertise and leadership of our people. There is strong competition for qualified
technical and management personnel in the sectors in which we compete. We may not be able to continue to attract and
retain qualified technical and management personnel, such as engineers, architects and project managers, who are
necessary for the development of our business or to replace qualified personnel in the timeframe demanded by our clients.
Also, some of our personnel hold government granted eligibility that may be required to obtain government projects. Loss
of the services of, or failure to recruit senior management or key technical personnel could impact the long term
performance of the Company and limit our ability to successfully complete existing projects and compete for new projects.
Our revenue and growth prospects may be harmed if we or our employees are unable to obtain government granted
eligibility or other qualifications we and they need to perform services for our customers.
A number of government programs require contractors to have government granted eligibility, such as security
clearance credentials. Depending on the project, eligibility can be difficult and time-consuming to obtain. If we or our
employees are unable to obtain or retain the necessary eligibility, we may not be able to win new business, and our existing
customers could terminate their contracts with us or decide not to renew them. To the extent we cannot obtain or maintain
the required security clearances for our employees working on a particular contract, we may not derive the revenue or
profit anticipated from such contract.
Negotiations with labor unions and possible work actions could divert management attention and disrupt operations. In
addition, new collective bargaining agreements or amendments to agreements could increase our labor costs and
operating expenses.
We regularly negotiate with labor unions and enter into collective bargaining agreements. The outcome of any
future negotiations relating to union representation or collective bargaining agreements may not be favorable to us. We may
reach agreements in collective bargaining that increase our operating expenses and lower our net income as a result of
higher wages or benefit expenses. In addition, negotiations with unions could divert management attention and disrupt
operations, which may adversely affect our results of operations. If we are unable to negotiate acceptable collective
bargaining agreements, we may have to address the threat of union-initiated work actions, including strikes. Depending on
the nature of the threat or the type and duration of any work action, these actions could disrupt our operations and
adversely affect our operating results.
Our charter documents contain provisions that may delay, defer or prevent a change of control.
Provisions of our certificate of incorporation and bylaws could make it more difficult for a third party to acquire
control of us, even if the change in control would be beneficial to stockholders. These provisions include the following:
● ability of our Board of Directors to authorize the issuance of preferred stock in series without stockholder
approval;
● vesting of exclusive authority in our Board of Directors to determine the size of the board (subject to limited
exceptions) and to fill vacancies; and
● advance notice requirements for stockholder proposals and nominations for election to our Board of
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Directors.
Changes in tax laws could increase our worldwide tax rate and materially affect our results of operations.
We are subject to tax laws in the U.S. and numerous foreign jurisdictions. Many international legislative and
regulatory bodies have proposed and/or enacted legislation that could significantly impact how U.S. multinational
corporations are taxed on foreign earnings. Due to the large scale of our U.S. and international business activities, many of
these proposed and enacted changes to the taxation of our activities could increase our worldwide effective tax rate and
harm results of operations.
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ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Our corporate offices are located in approximately 31,000 square feet of space at 300 South Grand Avenue, Los
Angeles, California. Our other offices, including smaller administrative or project offices, consist of an aggregate of
approximately 9.2 million square feet worldwide. Virtually all of our offices are leased. See Note 11 in the notes to our
consolidated financial statements for information regarding our lease obligations. We may add additional facilities from
time to time in the future as the need arises.
ITEM 3. LEGAL PROCEEDINGS
As a government contractor, we are subject to various laws and regulations that are more restrictive than those
applicable to non-government contractors. Intense government scrutiny of contractors’ compliance with those laws and
regulations through audits and investigations is inherent in government contracting and, from time to time, we receive
inquiries, subpoenas, and similar demands related to our ongoing business with government entities. Violations can result
in civil or criminal liability as well as suspension or debarment from eligibility for awards of new government contracts or
option renewals.
We are involved in various investigations, claims and lawsuits in the normal conduct of our business. We are not
always aware if we or our affiliates are under investigation or the status of such matters. Although the outcome of our legal
proceedings cannot be predicted with certainty and no assurances can be provided, in the opinion of our management,
based upon current information and discussions with counsel, with the exception of the matters noted in Note 18,
Commitments and Contingencies, to the financial statements contained in this report to the extent stated therein, none of
the investigations, claims and lawsuits in which we are involved is expected to have a material adverse effect on our
consolidated financial position, results of operations, cash flows or our ability to conduct business. See Note 18,
Commitments and Contingencies, to the financial statements contained in this report for a discussion of certain matters to
which we are a party. The information set forth in such note is incorporated by reference into this Item 3. From time to
time, we establish reserves for litigation when we consider it probable that a loss will occur.
ITEM 4. MINE SAFETY DISCLOSURES
The Company does not act as the owner of any mines, but we may act as a mining operator as defined under the
Federal Mine Safety and Health Act of 1977 where we may be a lessee of a mine, a person who operates, controls or
supervises such mine, or an independent contractor performing services or construction of such mine. Information
concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street
Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is listed on the New York Stock Exchange (NYSE) under the symbol “ACM.” According to
the records of our transfer agent, there were 1,826 stockholders of record as of November 12, 2020.
Unregistered Sales of Equity Securities
None.
Equity Compensation Plans
The following table presents certain information about shares of AECOM common stock that may be issued under
our equity compensation plans as of September 30, 2020:
Plan Category
Equity compensation plans not approved by
stockholders:
Equity compensation plans approved by stockholders:
AECOM Stock Incentive Plans
AECOM Employee Stock Purchase Plan(3)
Total
Column A
Column B
Column C
Number of securities
to be issued
upon exercise
of outstanding
options, warrants,
and rights(1)
Weighted‑average
exercise price of
Outstanding
options,
warrants, and
Rights
Number of securities
remaining available
for future
issuance under
equity compensation
plans (excluding
securities reflected
in Column A)
N/A
N/A
N/A
3,997,870 (1) $
N/A
3,997,870
$
36.41 (2)
N/A
36.41
12,045,145
10,113,018
22,158,163
(1)
Includes 393,201 shares issuable upon the exercise of stock options, 2,058,518 shares issuable upon the vesting of
Restricted Stock Units and 1,546,151 shares issuable if specified performance targets are met under Performance
Earnings Program Awards (PEP).
(2) Weighted-average exercise price of outstanding options only.
(3) Amounts only reflected in column (c) and include all shares available for future issuance and subject to outstanding
rights.
Performance Measurement Comparison(1)
The following chart compares the cumulative total stockholder return of AECOM stock (ACM) with the
cumulative total return of the S&P MidCap 400, and the S&P Composite 1500 Construction & Engineering, from October
2, 2015 to October 2, 2020.
We believe the S&P 400 MidCap is an appropriate independent broad market index, since it measures the
performance of similar mid-sized companies in numerous sectors. In addition, we believe the S&P Composite 1500
Construction & Engineering index is an appropriate third party published industry index since it measures the performance
of engineering and construction companies.
(1) This section is not “soliciting material,” is not deemed “filed” with the SEC and is not incorporated by reference in
any of our filings under the Securities Act or Exchange Act whether made before or after the date hereof and
irrespective of any general incorporation language in any such filing.
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Stock Repurchase Program
On September 21, 2017, the Company’s Board of Directors announced a new capital allocation policy that
authorized the repurchase of up to $1.0 billion in AECOM common stock. Stock repurchases can be made through open
market purchases or other methods, including pursuant to a Rule 10b5-1 plan. On November 13, 2020, the Board approved
an increase in the Company’s repurchase authorization to $1.0 billion, up from approximately $305 million authorization in
place immediately prior to such date. A summary of the repurchase activity for the three months ended September 30, 2020
is as follows:
Period
July 1 – 31, 2020
August 1 – 31, 2020
September 1 – 30, 2020
Total
Total Number
of Shares
Average Price
Total Number of Shares
Maximum Dollar Value that
Purchased as Part of Publicly May Yet Be Purchased Under
Purchased Paid Per Share Announced Plans or Programs
the Plans or Programs
— $
—
3,459,937
3,459,937
$
—
—
39.39
39.39
— $
—
3,459,937
3,459,937
760,000,000
760,000,000
623,698,000
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ITEM 6. SELECTED FINANCIAL DATA
SELECTED CONSOLIDATED FINANCIAL DATA
You should read the following selected consolidated financial data along with “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the
accompanying notes, which are included in this Form 10-K. We derived the selected consolidated financial data from our
audited consolidated financial statements. As discussed further in Note 3 to our consolidated financial statements, certain
businesses were classified as discontinued operations in fiscal year 2020. The discontinued operations classification has
been retrospectively applied to fiscal years 2019 and 2018, but not fiscal years 2017 and 2016, which may affect
comparability.
2020
2019
Year Ended September 30,
2017
2018
(in millions, except share data)
2016
Consolidated Statement of Operations Data:
Revenue
Cost of revenue
Gross profit
Equity in earnings of joint ventures
General and administrative expenses
Restructuring costs
Gain (loss) on disposal activities
Impairment of long-lived assets
Acquisition and integration expenses
Income from operations
Other income
Interest expense
Income from continuing operations before income tax expense
(benefit)
Income tax expense (benefit) from continuing operations
Net income from continuing operations
Net loss from discontinued operations
Net (loss) income
Net income attributable to noncontrolling interests from continuing
operations
Net income attributable to noncontrolling interests from discontinued
operations
Net income attributable to noncontrolling interests
Net income attributable to AECOM from continuing operations
Net loss attributable to AECOM from discontinued operations
Net (loss) income attributable to AECOM
Net income attributable to AECOM per share:
Basic continuing operations per share
Basic discontinued operations per share
Basic
Diluted continuing operations per share
Diluted discontinued operations per share
Diluted
Weighted average shares outstanding: (in millions)
Basic
Diluted
$ 13,240
12,530
710
49
(190)
(188)
$ 13,642
13,030
612
49
(148)
(95)
3
(25)
—
396
14
(161)
—
—
—
381
12
(160)
$ 13,878
13,399
479
49
(135)
$ 18,203
17,519
684
142
(134)
—
—
—
—
393
20
(201)
—
1
—
(39)
654
7
(232)
$ 17,411
16,768
643
104
(115)
—
(43)
—
(214)
375
8
(258)
233
46
187
(341)
(154)
249
13
236
(420)
(184)
(16)
(25)
(16)
(32)
171
(357)
(186)
1.07
(2.24)
(1.17)
1.06
(2.22)
(1.16)
$
$
$
(52)
(77)
211
(472)
(261)
1.34
(3.00)
(1.66)
1.32
(2.95)
(1.63)
$
$
$
212
(4)
216
(19)
197
(21)
(40)
(61)
195
(59)
136
1.23
(0.37)
0.86
1.20
(0.36)
0.84
$
$
$
159
161
157
160
159
162
429
8
421
125
(38)
163
$
$
$
421
—
$
421
163
—
163
$
$
2.18
—
2.18
2.13
—
2.13
156
159
0.62
—
0.62
0.62
—
0.62
155
156
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Other Data:
Depreciation and amortization(1)
Amortization expense of acquired intangible assets(2)
Capital expenditures, net of disposals(3)
Contracted backlog
Number of full‑time and part‑time employees(3)
(1)
(2)
(3)
Includes amortization of deferred debt issuance costs.
Included in depreciation and amortization above.
Includes discontinued operations.
Year Ended September 30,
2020
2019
2017
2018
(in millions, except employee data)
2016
$
237
52
111
$ 19,541
54,000
$
261
86
83
$ 17,469
86,000
$
268
97
87
$ 15,419
87,000
$
279
103
78
$ 24,234
87,000
$
399
202
137
$ 23,710
87,000
Consolidated Balance Sheet Data:
Cash and cash equivalents
Working capital
Total assets
Long‑term debt excluding current portion
AECOM Stockholders’ equity
2020
2019
As of September 30,
2018
(in millions)
2017
2016
$ 1,708
1,440
12,999
2,041
3,293
$
886
1,073
14,551
3,218
3,691
$
731
998
14,681
3,420
4,093
$
802
1,104
14,397
3,702
3,996
$
692
696
13,670
3,702
3,367
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995 that are not limited to historical facts, but reflect the
Company’s current beliefs, expectations or intentions regarding future events. These statements include forward-looking
statements with respect to the Company, including the Company’s business, operations and strategy, and the engineering
and construction industry. Statements that are not historical facts, without limitation, including statements that use terms
such as "anticipates," "believes," "expects," "estimates," "intends," "may," "plans," "potential," "projects," and "will" and
that relate to future impacts caused by the Covid-19 coronavirus pandemic and the related economic instability and
market volatility, including the reaction of governments to the coronavirus, including any prolonged period of travel,
commercial or other similar restrictions, the delay in commencement, or temporary or permanent halting of construction,
infrastructure or other projects, requirements that we remove our employees or personnel from the field for their
protection, and delays or reductions in planned initiatives by our governmental or commercial clients or potential clients;
future revenues, expenditures and business trends; future reduction of our self-perform at-risk construction exposure; future
accounting estimates; future contractual performance obligations; future conversions of backlog; future capital allocation
priorities, including common stock repurchases, future trade receivables, future debt pay downs; future post-retirement
expenses; future tax benefits and expenses; future compliance with regulations; future legal claims and insurance
coverage; future effectiveness of our disclosure and internal controls over financial reporting; future costs savings; and
other future economic and industry conditions, are forward-looking statements. In light of the risks and uncertainties
inherent in all forward-looking statements, the inclusion of such statements in this Annual Report should not be considered
as a representation by us or any other person that our objectives or plans will be achieved. Although management believes
that the assumptions underlying the forward-looking statements are reasonable, these assumptions and the forward-looking
statements are subject to various factors, risks and uncertainties, many of which are beyond our control, including, but not
limited to, our business is cyclical and vulnerable to economic downturns and client spending reductions; government
shutdowns; long-term government contracts and subject to uncertainties related to government contract appropriations;
governmental agencies may modify, curtail or terminate our contracts; government contracts are subject to audits and
adjustments of contractual terms; losses under fixed-price contracts; limited control over operations run through our joint
venture entities; liability for misconduct by our employees or consultants; failure to comply with laws or regulations
applicable to our business; maintaining adequate surety and financial capacity; high leverage and potential inability to
service our debt and guarantees; exposure to Brexit and tariffs; exposure to political and economic risks in different
countries; currency exchange rate fluctuations; retaining and recruiting key technical and management personnel; legal
claims; inadequate insurance coverage; environmental law compliance and inadequate nuclear indemnification;
unexpected adjustments and cancellations related to our backlog; partners and third parties who may fail to satisfy their
legal obligations; managing pension costs; AECOM Capital’s real estate development; cybersecurity issues, IT outages
and data privacy; risks associated with the benefits and costs of the Management Services transaction, including the risk
that the expected benefits of the Management Services transaction or any contingent purchase price will not be realized
within the expected time frame, in full or at all; the risk that costs of restructuring transactions and other costs incurred in
connection with the Management Services transaction will exceed our estimates or otherwise adversely affect our business
or operations; as well as other additional risks and factors discussed in this Annual Report on Form 10-K and any
subsequent reports we file with the SEC. Accordingly, actual results could differ materially from those contemplated by any
forward-looking statement.
All subsequent written and oral forward-looking statements concerning the Company or other matters attributable
to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements
above. You are cautioned not to place undue reliance on these forward-looking statements, which speak only to the date
they are made. The Company is under no obligation (and expressly disclaims any such obligation) to update or revise any
forward-looking statement that may be made from time to time, whether as a result of new information, future
developments or otherwise. Please review “Part I, Item 1A—Risk Factors” in this Annual Report for a discussion of the
factors, risks and uncertainties that could affect our future results.
Our fiscal year consists of 52 or 53 weeks, ending on the Friday closest to September 30. For clarity of
presentation, we present all periods as if the year ended on September 30. We refer to the fiscal year ended September 30,
2019 as “fiscal 2019” and the fiscal year ended September 30, 2020 as “fiscal 2020.” Fiscal years 2020, 2019, and 2018
each contained 53, 52, and 52 weeks, respectively, and ended on October 2, September 27, and September 28, respectively.
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Overview
We are a leading global provider of professional, technical and management support services for governments,
businesses and organizations throughout the world. We provide planning, consulting, architectural and engineering design,
construction management services, and investment and development services to commercial and government clients
worldwide in major end markets such as transportation, facilities, environmental, energy, water and government markets.
Our business focuses primarily on providing fee-based planning, consulting, architectural and engineering design
services and, therefore, our business is labor intensive. We primarily derive income from our ability to generate revenue
and collect cash from our clients through the billing of our employees’ time spent on client projects and our ability to
manage our costs. AECOM Capital primarily derives its income from real estate development sales and management fees.
During the first quarter of fiscal 2020, we reorganized our operating and reporting structure to better align with
our ongoing professional services business. This reorganization better reflected our continuing operations after the sale of
our Management Services segment and planned disposal of our self-perform at-risk construction businesses, including our
civil infrastructure, power, and oil & gas construction businesses. Our Management Services and self-perform at-risk
construction businesses were part of our former Management Services segment and a substantial portion of our former
Construction Services segment, respectively. These businesses are classified as discontinued operations in all periods
presented.
We report our continuing business through three segments: Americas, International, and AECOM Capital
(ACAP). Such segments are organized by the differing specialized needs of the respective clients, and how we manage the
business. We have aggregated various operating segments into our 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.
Our Americas segment delivers planning, consulting, architectural and engineering design, and construction
management services to commercial and government clients in the United States, Canada, and Latin America in major end
markets such as transportation, water, government, facilities, environmental, and energy. Our International segment
delivers planning, consulting, and architectural and engineering design services to commercial and government clients in
Europe, the Middle East, Africa, and the Asia-Pacific regions in major end markets such as transportation, water,
government, facilities, environmental, and energy. Revenue for these two segments is primarily derived from fees for
services we provide.
Our ACAP segment primarily invests in and develops real estate projects. ACAP typically partners with investors
and experienced developers as co-general partners. ACAP may, but is not required to, enter into contracts with our other
AECOM affiliates to provide design, engineering, construction management, development and operations, and
maintenance services for ACAP funded projects.
Our revenue is dependent on our ability to attract and retain qualified and productive employees, identify business
opportunities, integrate and maximize the value of our recent acquisitions, allocate our labor resources to profitable and
high growth markets, secure new contracts, and renew existing client agreements. Demand for our services is cyclical and
may be vulnerable to sudden economic downturns and reductions in government and private industry spending, which may
result in clients delaying, curtailing or canceling proposed and existing projects. Moreover, as a professional services
company, maintaining the high quality of the work generated by our employees is integral to our revenue generation and
profitability.
Our costs consist primarily of the compensation we pay to our employees, including salaries, fringe benefits, the
costs of hiring subcontractors, other project-related expenses and sales, general and administrative costs.
The U.S. federal government has proposed significant legislative and executive infrastructure initiatives that, if
enacted, could have a positive impact to our infrastructure business.
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Regarding our capital allocation policy, on November 13, 2020, the Board approved an increase in our repurchase
authorization to $1.0 billion, up from the approximately $305 million authorization in place immediately prior to such date.
We intend to deploy future available cash towards stock repurchases consistent with our capital allocation policy.
In July 2020, we drew $248.5 million on our secured delayed draw term loan facility for the purpose of redeeming
all of the URS 5.00% Senior Notes due 2022 (2022 URS Senior Notes).
We expect to exit the self-perform at-risk construction and non-core oil and gas markets. We are in the process of
exiting more than 30 countries, subject to applicable laws, as part of our ongoing plan to improve profitability and reduce
our risk profile, and we continue to evaluate our geographic exposure as part of such plan.
We expect to incur restructuring costs of approximately $30 million to $50 million in fiscal 2021 primarily related
to previously announced restructuring actions that are expected to deliver continued margin improvement and efficiencies.
Total cash costs for these restructuring actions are expected to be approximately $30 million to $50 million.
Covid-19 Coronavirus Impacts
The impact of the coronavirus pandemic and measures to prevent its spread are affecting our businesses in a
number of ways:
● The coronavirus and accompanying economic effects are expected to reduce demand for our services and
impact client spending in certain circumstances; however, the uncertain nature of the coronavirus and its
duration make it difficult for us to predict and quantify such impact.
● We have restricted non-essential business travel, required employees to work remotely where appropriate,
reduced salaries or furloughed employees, reduced non-essential spending and limited physical interactions
with our clients.
● Non-essential construction and work on other client projects has been temporarily halted in certain
jurisdictions.
● Some contractual agreements are unable to be performed preventing us from making or receiving payments.
● The coronavirus has made accessing the capital markets and engaging in business and client development
more difficult.
● The coronavirus has made estimating the future performance of our business and mitigating the adverse
financial impact of these developments on our business operations more difficult.
● State and local budget shortfalls in the U.S. have negatively impacted our pipeline of pursuits and the pace of
award activity.
● Certain markets, such as the U.K., Middle East, and Southeast Asia, are experiencing project delays that have
impacted our performance and results.
● During the second half of fiscal 2020, we benefited from government subsidies of approximately $23.2
million, which were received under various programs related to retaining employees.
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Acquisitions
The aggregate value of all consideration for our acquisitions consummated during the year ended September 30,
2018 was $5.6 million. There were no acquisitions consummated during the years ended September 30, 2020 and 2019.
All of our acquisitions have been accounted for as business combinations and the results of operations of the
acquired companies have been included in our consolidated results since the dates of the acquisitions.
Components of Income and Expense
Other Financial Data:
Revenue
Cost of revenue
Gross profit
Equity in earnings of joint ventures
General and administrative expenses
Restructuring cost
Gain (loss) on disposal activities
Impairment of long-lived assets
Acquisition and integration expenses
Income from operations
Revenue
Year Ended September 30,
2020
2019
2018
(in millions)
2017
2016
$ 13,240
12,530
710
49
(190)
(188)
—
—
—
$
381
$
$ 13,642
13,030
612
49
(148)
(95)
3
(25)
—
$
396
$ 13,878
13,399
479
49
(135)
$ 18,203
17,519
684
142
(134)
—
—
—
—
$
393
—
1
—
(39)
654
$ 17,411
16,768
643
104
(115)
—
(43)
—
(214)
375
$
We generate revenue primarily by providing planning, consulting, architectural and engineering design services to
commercial and government clients around the world. Our revenue consists of both services provided by our employees
and pass-through fees from subcontractors and other direct costs. We generally recognize revenue over time as
performance obligations are satisfied and control over promised goods or services are transferred to our customers. We
generally measure progress to completion using an input measure of total costs incurred divided by total costs expected to
be incurred.
Cost of Revenue
Cost of revenue reflects the cost of our own personnel (including fringe benefits and overhead expense) associated
with revenue.
Amortization Expense of Acquired Intangible Assets
Included in our cost of revenue is amortization of acquired intangible assets. We have ascribed value to
identifiable intangible assets other than goodwill in our purchase price allocations for companies we have acquired. These
assets include, but are not limited to, backlog and customer relationships. To the extent we ascribe value to identifiable
intangible assets that have finite lives, we amortize those values over the estimated useful lives of the assets. Such
amortization expense, although non-cash in the period expensed, directly impacts our results of operations. It is difficult to
predict with any precision the amount of expense we may record relating to acquired intangible assets.
Equity in Earnings of Joint Ventures
Equity in earnings of joint ventures includes our portion of fees charged by our unconsolidated joint ventures to
clients for services performed by us and other joint venture partners along with earnings we receive from our return on
investments in unconsolidated joint ventures.
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General and Administrative Expenses
General and administrative expenses include corporate expenses, including personnel, occupancy, and
administrative expenses.
Acquisition and Integration Expenses
Acquisition and integration expenses are comprised of transaction costs, professional fees, and personnel costs,
including due diligence and integration activities, primarily related to business acquisitions.
Goodwill Impairment
See Critical Accounting Policies and Consolidated Results below.
Income Tax Expense (Benefit)
As a global enterprise, income tax expense/(benefit) and our effective tax rates can be affected by many factors,
including changes in our worldwide mix of pre-tax losses/earnings, the effect of non-controlling interest in income of
consolidated subsidiaries, the extent to which the earnings are indefinitely reinvested outside of the United States, our
acquisition strategy, tax incentives and credits available to us, changes in judgment regarding the realizability of our
deferred tax assets, changes in existing tax laws and our assessment of uncertain tax positions. Our tax returns are routinely
audited by the taxing authorities and settlements of issues raised in these audits can also sometimes affect our effective tax
rate.
Geographic Information
For geographic financial information, please refer to Note 4 and Note 19 in the notes to our consolidated financial
statements found elsewhere in the Form 10-K.
Critical Accounting Policies
Our financial statements are presented in accordance with accounting principles generally accepted in the United
States (GAAP). Highlighted below are the accounting policies that management considers significant to understanding the
operations of our business.
Revenue Recognition
Our accounting policies establish principles for recognizing revenue upon the transfer of control of promised
goods or services to customers. We generally recognize revenues over time as performance obligations are satisfied. We
generally measure our progress to completion using an input measure of total costs incurred divided by total costs expected
to be incurred. In the course of providing these services, we routinely subcontract for services and incur other direct cost on
behalf of our clients. These costs are passed through to clients, and in accordance with accounting rules, are included in our
revenue and cost of revenue.
Revenue recognition 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, we are 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 transaction price only to the extent that a
significant reversal would not be probable. We continuously monitor factors that may affect the quality of our estimates,
and material changes in estimates are disclosed accordingly.
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Claims Recognition
Claims are amounts in excess of the agreed contract price (or amounts not included in the original contract price)
that we seek to collect from customers or others for delays, errors in specifications and designs, contract terminations,
change orders in dispute or unapproved contracts as to both scope and price or other causes of unanticipated additional
costs. We record contract revenue related to claims only if it is probable that the claim will result in additional contract
revenue and only to the extent that a significant reversal would not be probable. The amounts recorded, if material, are
disclosed in the notes to the financial statements. Costs attributable to claims are treated as costs of contract performance as
incurred.
Government Contract Matters
Our 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 subject us to ongoing multiple audits by government agencies such as the Defense
Contract Audit Agency (DCAA). In addition, most of our 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 our overhead rates, operating systems and cost
proposals to ensure that we account for such costs in accordance with the Cost Accounting Standards of the FAR (CAS). If
the DCAA determines we have 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.
Allowance for Doubtful Accounts
We record 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 our clients. The
factors we consider in our 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.
Contract Assets and Contract Liabilities
Contract assets represent the contract revenue recognized but not yet billed pursuant to contract terms or accounts
billed after the period end.
Contract liabilities represent the billings to date, as allowed under the terms of a contract, but not yet recognized
as contract revenue using our revenue recognition policy.
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Investments in Unconsolidated Joint Ventures
We have noncontrolling interests in joint ventures accounted for under the equity method. Fees received for and
the associated costs of services performed by us and billed to joint ventures with respect to work done by us for third-party
customers are recorded as our revenues and costs in the period in which such services are rendered. In certain joint
ventures, a fee is added to the respective billings from both us and the other joint venture partners on the amounts billed to
the third-party customers. These fees result in earnings to the joint venture and are split with each of the joint venture
partners and paid to the joint venture partners upon collection from the third-party customer. We record our allocated share
of these fees as equity in earnings of joint ventures.
Additionally, our ACAP segment primarily invests in real estate projects.
Income Taxes
We provide for income taxes in accordance with principles contained in ASC Topic 740, Income Taxes. Under
these principles, we recognize the amount of income tax payable or refundable for the current year and deferred tax assets
and liabilities for the future tax consequences of events that have been recognized in our financial statements or tax returns.
Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those
temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in
tax rates is recognized in earnings in the period when the new rate is enacted. Deferred tax assets are evaluated for future
realization and reduced by a valuation allowance if it is more likely than not that a portion will not be realized.
We measure and recognize the amount of tax benefit that should be recorded for financial statement purposes for
uncertain tax positions taken or expected to be taken in a tax return. With respect to uncertain tax positions, we evaluate the
recognized tax benefits for recognition, measurement, derecognition, classification, interest and penalties, interim period
accounting and disclosure requirements. Judgment is required in assessing the future tax consequences of events that have
been recognized in our financial statements or tax returns.
Valuation Allowance. Deferred income taxes are provided on the liability method whereby deferred tax assets and
liabilities are established for the difference between the financial reporting and income tax basis of assets and liabilities, as
well as for tax attributes such as operating loss and tax credit carryforwards. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and tax rates on the date of enactment of such changes to laws and tax rates.
Deferred tax assets are reduced by a valuation allowance when, in our opinion, it is more likely than not that some
portion or all of the deferred tax assets may not be realized. The evaluation of the recoverability of the deferred tax asset
requires the Company to weigh all positive and negative evidence to reach a conclusion that it is more likely than not that
all or some portion of the deferred tax assets will not be realized. The weight given to the evidence is commensurate with
the extent to which it can be objectively verified. Whether a deferred tax asset may be realized requires considerable
judgment by us. In considering the need for a valuation allowance, we consider a number of factors 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. Whether a deferred tax asset will ultimately be realized is also
dependent on varying factors, including, but not limited to, changes in tax laws and audits by tax jurisdictions in which we
operate.
If future changes in judgment regarding the realizability of our deferred tax assets lead us to determine that it is
more likely than not that we will not realize all or part of our deferred tax asset in the future, we will record an additional
valuation allowance. Conversely, if a valuation allowance exists and we determine that the ultimate realizability of all or
part of the net deferred tax asset is more likely than not to be realized, then the amount of the valuation allowance will be
reduced. This adjustment will increase or decrease income tax expense in the period of such determination.
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Undistributed Non-U.S. Earnings. The results of our operations outside of the United States are consolidated for
financial reporting; however, earnings from investments in non-U.S. operations are included in domestic U.S. taxable
income only when actually or constructively received. No deferred taxes have been provided on the undistributed gross
book-tax basis differences of our non-U.S. operations of approximately $1.5 billion because we have the ability to and
intend to permanently reinvest these basis differences overseas. If we were to repatriate these basis differences, additional
taxes could be due at that time.
We continually explore initiatives to better align our tax and legal entity structure with the footprint of our non-
U.S. operations and we recognize the tax impact of these initiatives, including changes in assessment of its uncertain tax
positions, indefinite reinvestment exception assertions and realizability of deferred tax assets, earliest in the period when
management believes all necessary internal and external approvals associated with such initiatives have been obtained, or
when the initiatives are materially complete.
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, we perform an assessment to determine the value
of the acquired company’s tangible and identifiable intangible assets and liabilities. In our assessment, we determine
whether identifiable intangible assets exist, which typically include backlog and customer relationships.
We test 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. Our impairment tests are performed at the operating segment level as they represent our reporting units.
During the impairment test, we estimate the fair value of the reporting unit using income and market approaches,
and compare 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.
The impairment evaluation process includes, among other things, making assumptions about variables such as
revenue growth rates, profitability, discount rates, and industry market multiples, which are subject to a high degree of
judgment.
Material assumptions used in the impairment analysis included the weighted average cost of capital (WACC)
percent and terminal growth rates. For example, as of September 30, 2020, a 1% increase in the WACC rate represents a
$500 million decrease to the fair value of our reporting units. As of September 30, 2020, a 1% decrease in the terminal
growth rate represents a $200 million decrease to the fair value of our reporting units.
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Pension Benefit Obligations
A number of assumptions are necessary to determine our pension liabilities and net periodic costs. These
liabilities and net periodic costs are sensitive to changes in those assumptions. The assumptions include discount rates,
long-term rates of return on plan assets and inflation levels limited to the United Kingdom and are generally determined
based on the current economic environment in each host country at the end of each respective annual reporting period. We
evaluate the funded status of each of our retirement plans using these current assumptions and determine the appropriate
funding level considering applicable regulatory requirements, tax deductibility, reporting considerations and other factors.
Based upon current assumptions, we expect to contribute $28.4 million to our international plans in fiscal 2021. Our
required minimum contributions for our U.S. qualified plans are not significant. In addition, we may make additional
discretionary contributions. We currently expect to contribute $12.2 million to our U.S. plans (including benefit payments
to nonqualified plans and postretirement medical plans) in fiscal 2021. If the discount rate was reduced by 25 basis points,
plan liabilities would increase by approximately $75.2 million. If the discount rate and return on plan assets were reduced
by 25 basis points, plan expense would decrease by approximately $0.1 million and increase by approximately
$3.0 million, respectively. If inflation increased by 25 basis points, plan liabilities in the United Kingdom would increase
by approximately $35.0 million and plan expense would increase by approximately $1.9 million.
At each measurement date, all assumptions are reviewed and adjusted as appropriate. With respect to establishing
the return on assets assumption, we consider the long term capital market expectations for each asset class held as an
investment by the various pension plans. In addition to expected returns for each asset class, we take into account standard
deviation of returns and correlation between asset classes. This is necessary in order to generate a distribution of possible
returns which reflects diversification of assets. Based on this information, a distribution of possible returns is generated
based on the plan’s target asset allocation.
Capital market expectations for determining the long term rate of return on assets are based on forward-looking
assumptions which reflect a 20-year view of the capital markets. In establishing those capital market assumptions and
expectations, we rely on the assistance of our actuaries and our investment consultants. We and the plan trustees review
whether changes to the various plans’ target asset allocations are appropriate. A change in the plans’ target asset allocations
would likely result in a change in the expected return on asset assumptions. In assessing a plan’s asset allocation strategy,
we and the plan trustees consider factors such as the structure of the plan’s liabilities, the plan’s funded status, and the
impact of the asset allocation to the volatility of the plan’s funded status, so that the overall risk level resulting from our
defined benefit plans is appropriate within our risk management strategy.
Between September 30, 2019 and September 30, 2020, the aggregate worldwide pension deficit increased from
$366.1 million to $406.0 million due to decreased discount rates. If the various plans do not experience future investment
gains to reduce this shortfall, the deficit will be reduced by additional contributions.
Accrued Professional Liability Costs
We carry professional liability insurance policies or self-insure for our initial layer of professional liability claims
under our professional liability insurance policies and for a deductible for each claim even after exceeding the self-insured
retention. We accrue for our portion of the estimated ultimate liability for the estimated potential incurred losses. We
establish our estimate of loss for each potential claim in consultation with legal counsel handling the specific matters and
based on historic trends taking into account recent events. We also use an outside actuarial firm to assist us in estimating
our future claims exposure. It is possible that our estimate of loss may be revised based on the actual or revised estimate of
liability of the claims.
Foreign Currency Translation
Our functional currency is the U.S. dollar. 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.
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We limit exposure to foreign currency fluctuations in most of our 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, we
generally do not need to hedge foreign currency cash flows for contract work performed. However, we will use foreign
exchange derivative financial instruments from time to time to mitigate foreign currency risk. The functional currency of
all significant foreign operations is the respective local currency.
Fiscal year ended September 30, 2020 compared to the fiscal year ended September 30, 2019
Consolidated Results
Revenue
Cost of revenue
Gross profit
Equity in earnings of joint ventures
General and administrative expenses
Restructuring cost
Gain on disposal activities
Impairment of long-lived assets
Income from operations
Other income
Interest expense
Income from continuing operations before income tax expense
Income tax expense from continuing operations
Net income from continuing operations
Net loss from discontinued operations
Net loss
Net income attributable to noncontrolling interests from continuing
operations
Net income attributable to noncontrolling interests from discontinued
operations
Net income attributable to noncontrolling interests
Net income attributable to AECOM from continuing operations
Net loss attributable to AECOM from discontinued operations
Net loss attributable to AECOM
46
Fiscal Year Ended
September 30, September 30,
Change
2020
2019
($ in millions)
$
%
$ 13,240.0
12,530.4
709.6
48.8
(188.6)
(188.3)
$ 13,642.5
13,030.8
611.7
49.3
(148.2)
(95.4)
3.6
(24.9)
396.1
14.6
(161.5)
249.2
13.5
235.7
(419.7)
(184.0)
$ (402.5)
(500.4)
97.9
(0.5)
(40.4)
(92.9)
(3.6)
24.9
(14.6)
(3.5)
1.5
(16.6)
32.2
(48.8)
79.1
30.3
(3.0)%
(3.8)
16.0
(1.1)
27.3
97.3
(100.0)
(100.0)
(3.7)
(24.0)
(1.0)
(6.6)
239.0
(20.7)
(18.8)
(16.4)
—
—
381.5
11.1
(160.0)
232.6
45.7
186.9
(340.6)
(153.7)
(16.5)
(24.7)
8.2
(33.6)
(16.2)
(32.7)
170.4
(356.8)
(186.4) $
36.2
(52.4)
44.4
(77.1)
(40.6)
211.0
115.3
(472.1)
(261.1) $ 74.7
(69.0)
(57.7)
(19.2)
(24.4)
(28.6)%
$
Table of Contents
The following table presents the percentage relationship of statement of operations items to revenue:
Revenue
Cost of revenue
Gross profit
Equity in earnings of joint ventures
General and administrative expenses
Restructuring costs
Gain on disposal activities
Impairment of long-lived assets
Income from operations
Other income
Interest expense
Income from continuing operations before income tax expense
Income tax expense from continuing operations
Net income from continuing operations
Net loss from discontinued operations
Net loss
Net income attributable to noncontrolling interests from continuing
operations
Net income attributable to noncontrolling interests from
discontinued operations
Net income attributable to noncontrolling interests
Net income attributable to AECOM from continuing operations
Net loss attributable to AECOM from discontinued operations
Net loss attributable to AECOM
Revenue
Fiscal Year Ended
September 30, September 30,
2020
100.0 %
94.6
5.4
0.4
(1.5)
(1.4)
0.0
0.0
2.9
0.1
(1.2)
1.8
0.4
1.4
(2.6)
(1.2)
2019
100.0 %
95.5
4.5
0.4
(1.1)
(0.7)
0.0
(0.2)
2.9
0.1
(1.2)
1.8
0.1
1.7
(3.0)
(1.3)
(0.1)
(0.2)
(0.1)
(0.2)
1.3
(2.7)
(1.4)%
(0.4)
(0.6)
1.5
(3.4)
(1.9)%
Our revenue for the year ended September 30, 2020 decreased $402.5 million, or 3.0%, to $13,240.0 million as
compared to $13,642.5 million for the corresponding period last year.
The decrease in revenue for the year ended September 30, 2020 was primarily attributable to decreases in our
Americas segment of $251.1 million and in our International segment of $150.0 million, as discussed further below.
In the course of providing our services, we routinely subcontract for services and incur other direct costs on behalf
of our clients. These costs are passed through to clients and, in accordance with industry practice and GAAP, are included
in our revenue and cost of revenue. Because subcontractor and other direct costs can change significantly from project to
project and period to period, changes in revenue may not be indicative of business trends. Subcontractor and other direct
costs for the years ended September 30, 2020 and 2019 were $7.1 billion and $7.4 billion, respectively. Subcontractor costs
and other direct costs as a percentage of revenue was 54% during the year ended September 30, 2020 and the year ended
September 30, 2019.
Gross Profit
Our gross profit for the year ended September 30, 2020 increased $97.9 million, or 16.0%, to $709.6 million as
compared to $611.7 million for the corresponding period last year. For the year ended September 30, 2020, gross profit, as
a percentage of revenue, increased to 5.4% from 4.5% in the year ended September 30, 2019.
47
Table of Contents
Gross profit changes were due to the reasons noted in Americas and International reportable segments below.
Equity in Earnings of Joint Ventures
Our equity in earnings of joint ventures for the year ended September 30, 2020 was $48.8 million as compared to
$49.3 million in the corresponding period last year.
General and Administrative Expenses
Our general and administrative expenses for the year ended September 30, 2020 increased $40.4 million, or
27.3%, to $188.6 million as compared to $148.2 million for the corresponding period last year. For the year ended
September 30, 2020, general and administrative expenses increased to 1.5% from 1.1% for the year ended September 30,
2019.
The increase in general and administrative expenses was primarily due to the accelerated depreciation of a project
management tool.
Restructuring Costs
In the first quarter of fiscal 2019, we commenced a restructuring plan to improve profitability. We incurred
additional restructuring costs in fiscal 2020 primarily related to optimizing our cost structure and eliminating overhead
costs as a result of the sale of the Management Services business and the exit of our self-perform at-risk construction
business. During the year ended September 30, 2020, we incurred restructuring expenses of $188.3 million, primarily
related to personnel costs. During the year ended September 30, 2019, we incurred restructuring expenses of $95.4 million.
Gain on Disposal Activities
Gain on disposal activities in the accompanying statements of operations for the year ended September 30, 2019
was $3.6 million. The gain on disposal activities in the year ended September 30, 2019 primarily relates to the sale of
certain non-core assets as part of our plan to improve profitability and reduce our risk profile.
Impairment of Long-Lived Assets
Impairment of long-lived assets was $24.9 million for the year ended September 30, 2019. The impairment of
long lived assets was primarily related to leasehold improvements that were no longer recoverable. The impairment loss
did not repeat in fiscal year 2020.
Other Income
Our other income for the year ended September 30, 2020 decreased $3.5 million to $11.1 million as compared to
$14.6 million for the corresponding period last year.
Other income is primarily comprised of interest income.
Interest Expense
Our interest expense for the year ended September 30, 2020 was $160.0 million as compared to $161.5 million for
the corresponding period last year.
The decrease in interest expense for the year ended September 30, 2020 was primarily due to lower average
outstanding debt during the period.
48
Table of Contents
Income Tax Expense
Our income tax expense for the year ended September 30, 2020 was $45.8 million compared to $13.5 million for
the year ended September 30, 2019. The increase in tax expense for the year ended September 30, 2020, compared to the
corresponding period last year, is due primarily to a decrease in benefit of $10.6 million related to changes in valuation
allowances and an increase in tax expense of $8.2 million related to nondeductible costs, and an increase in tax expense
related to foreign rate differential of $6.3 million.
During fiscal 2020, management approved a tax planning strategy and we restructured certain operations in
Canada which resulted in the release of a valuation allowance related to net operating losses and other deferred tax assets in
the amount of $31.7 million. We are now forecasting the utilization of the net operating losses within the foreseeable
future. The new positive evidence was evaluated against any negative evidence to determine the valuation allowance was
no longer needed.
During fiscal 2019, a valuation allowance in the amount of $38.1 million related to foreign tax credits was
released due to sufficient positive evidence obtained during the fiscal year. The positive evidence included the issuance of
regulations related to the Tax Act and forecasting the utilization of the foreign tax credits within the foreseeable future.
We are 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 future
adjustments, but will not result in a material change in the liability for uncertain tax positions.
We regularly integrate and consolidate our business operations and legal entity structure, and such internal
initiatives could impact the assessment of uncertain tax positions, indefinite reinvestment assertions and the realizability of
deferred tax assets.
Net Loss From Discontinued Operations
During the first quarter of fiscal 2020, management approved a plan to dispose via sale our Management Services
business and our self-perform at-risk construction businesses. As a result of these strategic actions, the Management
Services and self-perform at-risk construction businesses were classified as discontinued operations. That classification
was applied retrospectively for all periods presented.
Net loss from discontinued operations decreased $79.1 million to $340.6 million from $419.7 million for the years
ended September 30, 2020 and 2019, respectively. The decrease in net loss from discontinued operations for the year ended
September 30, 2020 was primarily due to a $161.9 million gain recorded on the disposal of our Management Services
business. The gain was offset by impairment of goodwill of approximately $83.6 million related to the self-perform at-risk
construction business, and a $247.2 million loss related to the remeasurement of the businesses within discontinued
operations based on estimated fair values less costs to sell. Net loss from discontinued operations for the year ended
September 30, 2019 included a goodwill impairment of $588.0 million related to a reduction in estimated fair value of our
at-risk construction businesses and a reduction in our self-perform at-risk construction exposure.
Net Loss Attributable to AECOM
The factors described above resulted in the net loss attributable to AECOM of $186.4 million for the year ended
September 30, 2020, as compared to the net loss attributable to AECOM of $261.1 million for the year ended September
30, 2019.
49
Table of Contents
Results of Operations by Reportable Segment
Americas
Revenue
Cost of revenue
Gross profit
Fiscal Year Ended
September 30, September 30,
Change
2020
2019
$
%
( in millions)
$ 10,131.5
9,551.0
580.5
$
$ 10,382.6
9,871.1
511.5
$
$
$
(251.1)
(320.1)
69.0
(2.4)%
(3.2)
13.5 %
The following table presents the percentage relationship of statement of operations items to revenue:
Revenue
Cost of revenue
Gross profit
Revenue
Fiscal Year Ended
September 30, September 30,
2020
100.0 %
94.3
5.7 %
2019
100.0 %
95.1
4.9 %
Revenue for our Americas segment for the year ended September 30, 2020 decreased $251.1 million, or 2.4%, to
$10,131.5 million as compared to $10,382.6 million for the corresponding period last year.
The decrease in revenue for the year ended September 30, 2020 was primarily driven by near-term headwinds
from the coronavirus pandemic and lower oil and gas prices.
Gross Profit
Gross profit for our Americas segment for the year ended September 30, 2020 increased $69.0 million, or 13.5%,
to $580.5 million as compared to $511.5 million for the corresponding period last year. As a percentage of revenue, gross
profit increased to 5.7% of revenue for the year ended September 30, 2020 from 4.9% in the corresponding period last year.
The increase in gross profit and gross profit as a percentage of revenue for the year ended September 30, 2020
were primarily due to reduced costs resulting from restructuring activities that commenced during the prior year.
International
Revenue
Cost of revenue
Gross profit
Fiscal Year Ended
September 30, September 30,
Change
2020
2019
$
%
(in millions)
$
$
3,101.7
2,979.5
122.2
$
$
3,251.7
3,159.8
91.9
$ (150.0)
(180.3)
30.3
$
(4.6)%
(5.7)
33.0 %
50
Table of Contents
The following table presents the percentage relationship of statement of operations items to revenue:
Revenue
Cost of revenue
Gross profit
Revenue
Fiscal Year Ended
September 30,
2020
September 30,
2019
100.0 %
96.1
3.9 %
100.0 %
97.2
2.8 %
Revenue for our International segment for the year ended September 30, 2020 decreased $150.0 million, or 4.6%,
to $3,101.7 million as compared to $3,251.7 million for the corresponding period last year.
The decrease in revenue for the year ended September 30, 2020 was primarily attributable to declines in the
United Kingdom and Greater China regions due to downtime caused by the impact of the coronavirus pandemic in those
regions and the Middle East was impacted by lower oil and gas prices.
Gross Profit
Gross profit for our International segment for the year ended September 30, 2020 increased $30.3 million, or
33.0%, to $122.2 million as compared to $91.9 million for the corresponding period last year. As a percentage of revenue,
gross profit increased to 3.9% of revenue for the year ended September 30, 2020 from 2.8% in the corresponding period
last year.
The increase in gross profit and gross profit as a percentage of revenue for the year ended September 30, 2020 was
primarily due to reduced costs resulting from restructuring activities that commenced during the prior year.
AECOM Capital
Revenue
Equity in earnings of joint ventures
General and administrative expenses
* NM - Not Meaningful
September 30, September 30,
Change
2020
2019
$
%
Fiscal Year Ended
$
$
$
$
6.8
14.7
$
(8.6) $
(in millions)
$
8.2
17.7
$
(5.0) $
(1.4)
(3.0)
(3.6)
(17.1)%
(16.9)
72.0 %
51
Table of Contents
Fiscal year ended September 30, 2019 compared to the fiscal year ended September 30, 2018
Consolidated Results
Revenue
Cost of revenue
Gross profit
Equity in earnings of joint ventures
General and administrative expenses
Restructuring cost
Gain on disposal activities
Impairment of long-lived assets
Income from operations
Other income
Interest expense
Income from continuing operations before income tax expense
(benefit)
Income tax expense (benefit) from continuing operations
Net income from continuing operations
Net loss from discontinued operations
Net (loss) income
Net income attributable to noncontrolling interests from
continuing operations
Net income attributable to noncontrolling interests from
discontinued operations
Net income attributable to noncontrolling interests
Net income attributable to AECOM from continuing operations
Net loss attributable to AECOM from discontinued operations
Net (loss) income attributable to AECOM
*NM - Not Meaningful
52
Fiscal Year Ended
Change
September 30, September 30,
2019
2018
$
%
($ in millions)
$ 13,642.5
13,030.8
611.7
49.3
(148.2)
(95.4)
3.6
(24.9)
396.1
14.6
(161.5)
249.2
13.5
235.7
(419.7)
(184.0)
$ 13,878.3
13,399.3
479.0
49.4
(135.8)
—
—
—
$ (235.8)
(368.5)
132.7
(0.1)
(12.4)
(95.4)
3.6
(24.9)
3.5
(6.0)
39.5
(1.7)%
(2.8)
27.7
(0.1)
9.1
0.0
0.0
0.0
0.9
(29.4)
(19.7)
392.6
20.6
(201.0)
212.2
(3.5)
215.7
(18.6)
197.1
37.0
17.0
20.0
(401.1)
(381.1)
17.4
(486.3)
9.3
NM
(193.3)
(24.7)
(20.2)
(4.5)
22.3
(52.4)
(77.1)
211.0
(472.1)
(261.1) $
$
(40.4)
(60.6)
195.5
(59.0)
136.5
(12.0)
(16.5)
15.5
(413.1)
$ (397.6)
29.4
27.0
7.9
699.5
(291.3)%
Table of Contents
The following table presents the percentage relationship of statement of operations items to revenue:
Revenue
Cost of revenue
Gross profit
Equity in earnings of joint ventures
General and administrative expenses
Restructuring costs
Gain on disposal activities
Impairment of long-lived assets
Income from operations
Other income
Interest expense
Income from continuing operations before income tax expense
(benefit)
Income tax expense (benefit) from continuing operations
Net income from continuing operations
Net loss from discontinued operations
Net (loss) income
Net income attributable to noncontrolling interests from continuing
operations
Net income attributable to noncontrolling interests from
discontinued operations
Net income attributable to noncontrolling interests
Net income attributable to AECOM from continuing operations
Net loss attributable to AECOM from discontinued operations
Net (loss) income attributable to AECOM
Revenue
Fiscal Year Ended
September 30, September 30,
2019
100.0 %
95.5
4.5
0.4
(1.1)
(0.7)
0.0
(0.2)
2.9
0.1
(1.2)
1.8
0.1
1.7
(3.0)
(1.3)
(0.2)
(0.4)
(0.6)
1.5
(3.4)
(1.9)%
2018
100.0 %
96.5
3.5
0.4
(1.1)
0.0
0.0
0.0
2.8
0.1
(1.4)
1.5
(0.1)
1.6
(0.2)
1.4
(0.1)
(0.3)
(0.4)
1.5
(0.5)
1.0 %
Our revenue for the year ended September 30, 2019 decreased $235.8 million, or 1.7%, to $13,642.5 million as
compared to $13,878.3 million for the year ended September 30, 2018.
The decrease in revenue for the year ended September 30, 2019 was primarily attributable to a decrease in our
subcontractor activity for residential high-rise buildings in New York City compared to the prior year.
In the course of providing our services, we routinely subcontract for services and incur other direct costs on behalf
of our clients. These costs are passed through to clients and, in accordance with industry practice and GAAP, are included
in our revenue and cost of revenue. Because subcontractor and other direct costs can change significantly from project to
project and period to period, changes in revenue may not be indicative of business trends. Subcontractor and other direct
costs for the years ended September 30, 2019 and 2018 were $7.4 billion and $7.7 billion, respectively. Subcontractor costs
and other direct costs as a percentage of revenue decreased to 54% during the year ended September 30, 2019 compared
with 56% during the year ended September 30, 2018.
Gross Profit
Our gross profit for the year ended September 30, 2019 increased $132.7 million, or 27.7%, to $611.7 million as
compared to $479.0 million for the year ended September 30, 2018. For the year ended September 30, 2019, gross profit,
as a percentage of revenue, increased to 4.5% from 3.5% in the year ended September 30, 2018.
53
Table of Contents
Gross profit changes were due to the reasons noted in the Americas and International reportable segments below.
Equity in Earnings of Joint Ventures
Our equity in earnings of joint ventures for the year ended September 30, 2019 was $49.3 million as compared to
$49.4 million in the year ended September 30, 2018.
General and Administrative Expenses
Our general and administrative expenses for the year ended September 30, 2019 increased $12.4 million, or 9.1%,
to $148.2 million as compared to $135.8 million for the year ended September 30, 2018. For the year ended September 30,
2019, general and administrative expenses remained at 1.1% for the years ended September 30, 2019 and 2018.
Restructuring Costs
In the first quarter of fiscal 2019, we commenced a restructuring plan to improve profitability. During the year
ended September 30, 2019, we incurred restructuring expenses of $95.4 million. We expect to achieve approximately $225
million of annual cost savings, which is expected to contribute to $150 million of cost savings in fiscal 2020.
Gain on Disposal Activities
Gain on disposal activities in the accompanying statements of operations for the year ended September 30, 2019
was $3.6 million for the year ended September 30, 2018. The gain on disposal activities primarily relates to incremental
gains on the sale of specific non-core oil and gas assets in North America from our CS segment previously classified as
assets held for sale.
Impairment of Long-Lived Assets
Impairment of long-lived assets was $24.9 million for the year ended September 30, 2019. The impairment of
long lived assets was primarily related to leasehold improvements that were no longer recoverable.
Other Income
Our other income for the year ended September 30, 2019 decreased $6.0 million to $14.6 million as compared to
$20.6 million for the year ended September 30, 2018.
Other income is primarily comprised of interest income. The decrease in other income for the year ended
September 30, 2019 was primarily due to a $9.1 million gain realized in the year ended September 30, 2018 from a foreign
exchange forward contract entered into as part of the refinance of our Credit Agreement in March 2018, as discussed below
in “Liquidity and Capital Resources – Debt – 2014 Credit Agreement.”
Interest Expense
Our interest expense for the year ended September 30, 2019 was $161.5 million as compared to $201.0 million for
the year ended September 30, 2018.
The decrease in interest expense for the year ended September 30, 2019 was primarily due to a $34.5 million
prepayment premium paid on our $800 million unsecured 5.750% Senior Notes due 2022 that was incurred during the year
ended September 30, 2018 and did not repeat in 2019.
54
Table of Contents
Income Tax Expense (Benefit)
Our income tax expense for the year ended September 30, 2019 was $13.5 million compared to a benefit of
$3.5 million for the year ended September 30, 2018. The increase in tax expense for the year ended September 30, 2019,
compared to the year ended September 30, 2018, is due primarily to one-time items that occurred during the fiscal year
ended September 30, 2018, including valuation allowance increases of $37.8 million, a $12.5 million net tax expense
related to one-time U.S. federal tax law changes, a tax benefit of $26.0 million related to changes in uncertain tax positions
primarily in the U.S. and Canada, and a tax benefit of $27.7 million related to an audit settlement in the U.S. The tax
impact of these items was partially offset by a tax benefit of $26.5 million that occurred in fiscal 2019 related to changes in
valuation allowances including the release of a valuation allowance in the amount of $38.1 million due to sufficient
positive evidence obtained during fiscal 2019.
During fiscal 2018, we recorded a $38.1 million valuation allowance related to foreign tax credits as a result of
U.S. federal tax law changes. In fiscal 2019, we released this valuation allowance due to sufficient positive evidence
obtained during the quarter. The positive evidence included the issuance of regulations related to the Tax Act during the
quarter and forecasting the utilization of the foreign tax credits within the foreseeable future.
During fiscal 2018, we effectively settled a U.S. federal income tax examination for URS pre-acquisition tax years
2012, 2013 and 2014 and recorded a benefit of $27.7 million related to various adjustments, in addition to the favorable
settlement of R&D credits of $19.9 million recorded in fiscal 2018.
During fiscal 2018, President Trump signed The Tax Cuts and Jobs Act (Tax Act) into law. The Tax Act reduced
our U.S. federal corporate tax rate from 35% to 21%, required companies to pay a one-time transition tax on accumulated
earnings of foreign subsidiaries, created new taxes on certain foreign sourced earnings, and eliminated or reduced certain
deductions.
In fiscal 2018, we remeasured certain deferred tax assets and liabilities based on the rates at which they were
expected to reverse in the future, which is generally 21%. The amount recorded related to the remeasurement of our
deferred tax balance was a $38.9 million tax expense. In addition, we released the deferred tax liability and recorded a tax
benefit related to certain foreign subsidiaries for which the undistributed earnings are not intended to be reinvested
indefinitely for $79.8 million and accrued $53.4 million of tax expense on these earnings as part of the one-time transition
tax.
We are 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 future
adjustments, but will not result in a material change in the liability for uncertain tax positions.
We regularly integrate and consolidate our business operations and legal entity structure, and such internal
initiatives could impact the assessment of uncertain tax positions, indefinite reinvestment assertions and the realizability of
deferred tax assets.
Net Loss From Discontinued Operations
Net loss from discontinued operations increased $401.1 million to $419.7 million compared to $18.6 million for
the years ended September 30, 2019 and 2018, respectively. The increase in net loss from discontinued operations for the
year ended September 30, 2019 was primarily related to goodwill impairment of $588.0 million recognized due to a
reduction in the estimated fair value of our at-risk construction business and a reduction in our self-perform at-risk
construction exposure.
Net (Loss) Income Attributable to AECOM
The factors described above resulted in the net loss attributable to AECOM of $261.1 million for the year ended
September 30, 2019, as compared to the net income attributable to AECOM of $136.5 million for the year ended
September 30, 2018.
55
Table of Contents
Results of Operations by Reportable Segment
Americas
Revenue
Cost of revenue
Gross profit
Fiscal Year Ended
September 30, September 30,
Change
2019
2018
$
%
( in millions)
$ 10,382.6
9,871.1
511.5
$
$ 10,512.3
10,108.5
403.8
$
$ (129.7)
(237.4)
107.7
$
(1.2)%
(2.3)
26.7 %
The following table presents the percentage relationship of statement of operations items to revenue:
Revenue
Cost of revenue
Gross profit
Revenue
Fiscal Year Ended
September 30, September 30,
2019
2018
100.0 %
95.1
4.9 %
100.0 %
96.2
3.8 %
Revenue for our Americas segment for the year ended September 30, 2019 decreased $129.7 million, or 1.2%, to
$10,382.6 million as compared to $10,512.3 million for the year ended September 30, 2018.
The decrease in revenue for the year ended September 30, 2019 was primarily attributable to decreased
construction management of airports in the U.S. and residential high-rise buildings in New York City of approximately
$340 million, partially offset by an increase in design consulting services, largely due to increased work performed on a
residential housing storm disaster relief program.
Gross Profit
Gross profit for our Americas segment for the year ended September 30, 2019 increased $107.7 million, or 26.7%,
to $511.5 million as compared to $403.8 million for the year ended September 30, 2018. As a percentage of revenue, gross
profit increased to 4.9% of revenue for the year ended September 30, 2019 from 3.8% in the year ended September 30,
2018.
The increases in gross profit and gross profit as a percentage of revenue for the year ended September 30, 2019
were primarily due to reduced costs resulting from restructuring activities taken earlier in fiscal 2019.
International
Revenue
Cost of revenue
Gross profit
Fiscal Year Ended
September 30,
2019
September 30,
Change
2018
$
%
(in millions)
$
$ 3,366.0
3,290.8
75.2
$
(114.3)
(131.0)
16.7
(3.4)%
(4.0)
22.2 %
$
$
$
3,251.7
3,159.8
91.9
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The following table presents the percentage relationship of statement of operations items to revenue:
Revenue
Cost of revenue
Gross profit
Revenue
Fiscal Year Ended
September 30, September 30,
2019
100.0 %
97.2
2.8 %
2018
100.0 %
97.8
2.2 %
Revenue for our International segment for the year ended September 30, 2019 decreased $114.3 million, or 3.4%,
to $3,251.7 million as compared to $3,366.0 million for the year ended September 30, 2018.
Gross Profit
Gross profit for our International segment for the year ended September 30, 2019 increased $16.7 million, or
22.2%, to $91.9 million as compared to $75.2 million for the year ended September 30, 2018. As a percentage of revenue,
gross profit increased to 2.8% of revenue for the year ended September 30, 2019 from 2.2% in the year ended
September 30, 2018.
AECOM Capital
Revenue
Equity in earnings of joint ventures
General and administrative expenses
* NM — Not Meaningful
September 30, September 30,
Change
2019
2018
$
%
Fiscal Year Ended
$
$
$
$
8.2
17.7
$
(5.0) $
(in millions)
— $
15.3
$
(11.2) $
8.2
2.4
6.3
NM %
15.7
(55.4)%
Equity in earnings of joint ventures included a gain on the sale of a property.
Liquidity and Capital Resources
Cash Flows
Our principal sources of liquidity are cash flows from operations, borrowings under our credit facilities, and
access to financial markets. Our principal uses of cash are operating expenses, capital expenditures, working capital
requirements, acquisitions, repurchases of common stock, and repayment of debt. We believe our anticipated sources of
liquidity including operating cash flows, existing cash and cash equivalents, borrowing capacity under our revolving credit
facility and our ability to issue debt or equity, if required, will be sufficient to meet our projected cash requirements for at
least the next twelve months. We expect to spend approximately $30 million to $50 million in restructuring costs in fiscal
2021 associated with previously announced restructuring actions that are expected to deliver continued margin
improvement and efficiencies.
Generally, we do not provide for U.S. taxes or foreign withholding taxes on gross book-tax basis differences in
our non-U.S. subsidiaries because such basis differences are able to and intended to be reinvested indefinitely. At
September 30, 2020, we have determined that we will continue to indefinitely reinvest the earnings of some foreign
subsidiaries and therefore we will continue to account for these undistributed earnings based on our existing accounting
under ASC 740 and not accrue additional tax outside of the one-time transition tax required under the Tax Cuts and Jobs
Act that was enacted on December 22, 2017. Determination of the amount of any unrecognized deferred income tax
liability on this temporary difference is not practicable because of the complexities of the hypothetical calculation. Based
on the available sources of cash flows discussed above, we anticipate we will continue to have the ability to permanently
reinvest these remaining amounts.
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At September 30, 2020, cash and cash equivalents were $1,708.3 million, an increase of $882.7 million, or 92.9%,
from $885.6 million at September 30, 2019. The increase in cash and cash equivalents was primarily attributable to
positive cash flows from operating activities and proceeds from the sale of our Management Services business, partially
offset by repurchases of common stock and repayments of our credit agreement.
Net cash provided by operating activities was $329.6 million for the year ended September 30, 2020 as compared
to $777.6 million for the year ended September 30, 2019. The change was primarily attributable to the timing of receipts
and payments of working capital, which includes accounts receivable, contract assets, accounts payable, accrued expenses,
and contract liabilities. The sale of trade receivables to financial institutions during the year ended September 30, 2020
provided a net unfavorable impact of $143.3 million as compared to a net benefit of $21.9 million during the year ended
September 30, 2019. We expect to continue to sell trade receivables in the future as long as the terms continue to remain
favorable to us.
Net cash provided by investing activities was $2,037.4 million for the year ended September 30, 2020, as
compared to net cash used of $146.8 million for the year ended September 30, 2019. This increase in cash provided was
primarily attributable to the sale of our Management Services business in fiscal 2020.
Net cash used in financing activities was $1,628.0 million for the year ended September 30, 2020, as compared to
$433.3 million for the year ended September 30, 2019. This change was primarily attributable to repayments of our credit
agreement and the redemption of our unsecured senior notes. Total borrowings outstanding varied during the period. For
the year ended September 30, 2020, our weighted average floating rate borrowings were $292.4 million.
AECOM Caribe, a subsidiary of the Company, has incurred payment delays supporting the storm recovery work
in the U.S. Virgin Islands. AECOM Caribe signed several contracts with Virgin Islands authorities to provide emergency
design, construction and technical services after two Category Five hurricanes devastated the Virgin Islands in 2017, that
were dependent on federal funding. AECOM Caribe and its subcontractors have performed over $750 million of work
under the Virgin Islands contracts and payment delays have increased working capital by over $150 million from
September 30, 2018 to September 30, 2019. We are currently negotiating with the Virgin Island authorities and U.S.
Federal Emergency Management Agency to modify the contract and accelerate funding for current and future contractual
payments; however, we can provide no certainty as to the timing or amount of future payments.
Working Capital
Working capital, or current assets less current liabilities, increased $367.0 million, or 34.2%, to $1,439.9 million
at September 30, 2020 from $1,072.9 million at September 30, 2019. Net accounts receivable and contract assets, net of
contract liabilities, decreased to $3,413.9 million at September 30, 2020 from $3,600.0 million at September 30, 2019.
Days Sales Outstanding (DSO), which includes net accounts receivable and contract assets, net of contract
liabilities, was 90 days at September 30, 2020 compared to 94 days at September 30, 2019.
In Note 4, Revenue Recognition, in the notes to our consolidated financial statements, a comparative analysis of
the various components of accounts receivable is provided. Except for claims, substantially all contract assets are expected
to be billed and collected within twelve months.
Contract assets related to claims are recorded only if it is probable that the claim will result in additional contract
revenue and if the amount can be reliably estimated. In such cases, revenue is recorded only to the extent that contract costs
relating to the claim have been incurred. Award fees in contract assets are accrued only when there is sufficient information
to assess contract performance. On contracts that represent higher than normal risk or technical difficulty, award fees are
generally deferred until an award fee letter is received.
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Because our revenue depends to a great extent on billable labor hours, most of our charges are invoiced following
the end of the month in which the hours were worked, the majority usually within 15 days. Other direct costs are normally
billed along with labor hours. However, as opposed to salary costs, which are generally paid on either a bi-weekly
or monthly basis, other direct costs are generally not paid until payment is received (in some cases in the form of advances)
from the customers.
Debt
Debt consisted of the following:
2014 Credit Agreement
2014 Senior Notes
2017 Senior Notes
URS Senior Notes
Other debt
Total debt
Less: Current portion of debt and short-term borrowings
Less: Unamortized debt issuance costs
Long-term debt
September 30, September 30,
2020
2019
(in millions)
$
$
$
248.5
797.3
997.3
—
41.9
2,085.0
(20.9)
(23.0)
2,041.1
$
1,182.2
800.0
1,000.0
248.1
122.2
3,352.5
(98.3)
(36.2)
3,218.0
The following table presents, in millions, scheduled maturities of our debt as of September 30, 2020:
Fiscal Year
2021
2022
2023
2024
2025
Thereafter
Total
2014 Credit Agreement
$
20.9
17.9
244.8
5.1
799.0
997.3
$ 2,085.0
We entered into a credit agreement (Credit Agreement) on October 17, 2014, which, as amended to date, consists
of (i) a term loan A facility that includes a $510 million (USD) term loan A facility with a term expiring on March 13,
2021 and a $500 million Canadian dollar (CAD) term loan A facility and a $250 million Australian dollar (AUD) term loan
A facility, each with terms expiring on March 13, 2023; (ii) a $600 million term loan B facility with a term expiring on
March 13, 2025; and (iii) a revolving credit facility in an aggregate principal amount of $1.35 billion with a term expiring
on March 13, 2023. Some of our subsidiaries (Guarantors) have guaranteed the obligations of the borrowers under the
Credit Agreement. The borrowers’ obligations under the Credit Agreement are secured by a lien on substantially all of our
assets and the Guarantors’ pursuant to a security and pledge agreement (Security Agreement). The collateral under the
Security Agreement is subject to release upon fulfillment of conditions specified in the Credit Agreement and Security
Agreement.
The Credit Agreement contains covenants that limit our ability and the ability of some of our subsidiaries to,
among other things: (i) create, incur, assume, or suffer to exist liens; (ii) incur or guarantee indebtedness; (iii) pay
dividends or repurchase stock; (iv) enter into transactions with affiliates; (v) consummate asset sales, acquisitions or
mergers; (vi) enter into various types of burdensome agreements; or (vii) make investments.
On July 1, 2015, the Credit Agreement was amended to revise the definition of “Consolidated EBITDA” to
increase the allowance for acquisition and integration expenses related to our acquisition of URS.
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On December 22, 2015, the Credit Agreement was amended to further revise the definition of “Consolidated
EBITDA” by further increasing the allowance for acquisition and integration expenses related to the acquisition of URS
and to allow for an internal corporate restructuring primarily involving our international subsidiaries.
On September 29, 2016, the Credit Agreement and the Security Agreement were amended to (i) lower the
applicable interest rate margins for the term loan A and the revolving credit facilities, and lower the applicable letter of
credit fees and commitment fees to the revised consolidated leverage levels; (ii) extend the term of the term loan A and the
revolving credit facility to September 29, 2021; (iii) add a new delayed draw term loan A facility tranche in the amount of
$185.0 million; (iv) replace the then existing $500 million performance letter of credit facility with a $500 million basket to
enter into secured letters of credit outside the Credit Agreement; and (v) revise covenants, including the Maximum
Consolidated Leverage Ratio, so that the step down from a 5.00 to a 4.75 leverage ratio is effective as of March 31, 2017 as
well as the investment basket for our ACAP business.
On March 31, 2017, the Credit Agreement was amended to (i) expand the ability of restricted subsidiaries to
borrow under “Incremental Term Loans;” (ii) revise the definition of “Working Capital” as used in “Excess Cash Flow;”
(iii) revise the definitions for “Consolidated EBITDA” and “Consolidated Funded Indebtedness” to reflect the expected
gain and debt repayment of an AECOM Capital disposition, which disposition was completed on April 28, 2017; and
(iv) amend provisions relating to our ability to undertake internal restructuring steps to accommodate changes in tax laws.
On March 13, 2018, the Credit Agreement was amended to (i) refinance the existing term loan A facility to
include a $510 million (US) term loan A facility with a term expiring on March 13, 2021 and a $500 million CAD term
loan A facility and a $250 million AUD term loan A facility each with terms expiring on March 13, 2023; (ii) issue a new
$600 million term loan B facility to institutional investors with a term expiring on March 13, 2025; (iii) increase the
capacity of our revolving credit facility from $1.05 billion to $1.35 billion and extend its term until March 13, 2023;
(iv) reduce our interest rate borrowing costs as follows: (a) the term loan B facility, at our election, Base Rate (as defined in
the Credit Agreement) plus 0.75% or Eurocurrency Rate (as defined in the Credit Agreement) plus 1.75%, (b) the (USD)
term loan A facility, at our election, Base Rate plus 0.50% or Eurocurrency Rate plus 1.50%, and (c) the Canadian (CAD)
term loan A facility, the Australian (AUD) term loan A facility, and the revolving credit facility, an initial rate of, at our
election, Base Rate plus 0.75% or Eurocurrency Rate plus 1.75%, and after the end of our fiscal quarter ended June 30,
2018, Base Rate loans plus a margin ranging from 0.25% to 1.00% or Eurocurrency Rate plus a margin from 1.25% to
2.00%, based on the Consolidated Leverage Ratio (as defined in the Credit Agreement); and (v) revise covenants including
increasing the amounts available under the restricted payment negative covenant and revising the Maximum Consolidated
Leverage Ratio (as defined in the Credit Agreement) to include a 4.5 leverage ratio through September 30, 2019 after
which the leverage ratio stepped down to 4.0.
On November 13, 2018, the Credit Agreement was amended to revise the definition of “Consolidated EBITDA”
to increase corporate restructuring allowances and provide for additional flexibility under the covenants for non-core asset
dispositions, among other changes.
On January 28, 2020, AECOM entered into Amendment No. 7 to the Credit Agreement which modifies the asset
disposition covenant to permit the sale of our Management Services business and the mandatory prepayment provision so
that only outstanding term loans were prepaid using the net proceeds from the sale.
On May 1, 2020, the Company entered into Amendment No. 8 to the Credit Agreement which allows for
borrowings to be made, until three months after closing, up to an aggregate principal amount of $400,000,000 under a
secured delayed draw term loan facility, the proceeds of which are permitted to be used to pay all or a portion of the
amounts payable in connection with any tender for or redemption or repayment of the Company's or its subsidiaries'
existing senior unsecured notes and any associated fees and expenses. The amendment also revised certain terms and
covenants in the Credit Agreement, including by, among other things, revising the maximum leverage ratio covenant to
4.00:1.00, subject to increases to 4.50:1.00 for certain specified periods in connection with certain material acquisitions,
increasing the potential size of incremental facilities under the Credit Agreement, revising the definition of "Consolidated
EBITDA" to provide for additional flexibility in the calculation thereof and adding a Eurocurrency Rate floor of 0.75% to
the interest rate under the revolving credit facility.
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On July 30, 2020, we drew $248.5 million on our secured delayed draw term loan facility for the purpose of
redeeming all of the 2022 URS Senior Notes.
Under the Credit Agreement, we are subject to a maximum consolidated leverage ratio and minimum consolidated
interest coverage ratio at the end of each fiscal quarter. Our Consolidated Leverage Ratio was 2.7 at September 30, 2020.
Our Consolidated Interest Coverage Ratio was 5.0 at September 30, 2020. As of September 30, 2020, we were in
compliance with the covenants of the Credit Agreement.
At September 30, 2020 and September 30, 2019, outstanding standby letters of credit totaled $19.0 million and
$22.8 million, respectively, under our revolving credit facilities. As of September 30, 2020 and September 30, 2019, we
had $1,331.0 million and $1,327.2 million, respectively, available under our revolving credit facility.
2014 Senior Notes
On October 6, 2014, we completed a private placement offering of $800,000,000 aggregate principal amount of
the unsecured 5.750% Senior Notes due 2022 (2022 Notes) and $800,000,000 aggregate principal amount of the unsecured
5.875% Senior Notes due 2024 (the 2024 Notes and, together with the 2022 Notes, the 2014 Senior Notes). On
November 2, 2015, we completed an exchange offer to exchange the unregistered 2014 Senior Notes for registered notes,
as well as all related guarantees. On March 16, 2018, we redeemed all of the 2022 Notes at a redemption price that was
104.313% of the principal amount outstanding plus accrued and unpaid interest. The March 16, 2018 redemption resulted
in a $34.5 million prepayment premium, which was included in interest expense.
As of September 30, 2020, the estimated fair value of the 2024 Notes was approximately $863.0 million. The fair
value of the 2024 Notes as of September 30, 2020 was derived by taking the mid-point of the trading prices from an
observable market input (Level 2) in the secondary bond market and multiplying it by the outstanding balance of the 2024
Notes.
On July 21, 2020, we completed a cash tender offer at par for up to $639 million in aggregate principal amount of
the 2024 Notes and the 2017 Senior Notes. We accepted for purchase all of 2024 Notes validly tendered and not validly
withdrawn pursuant to the cash tender offer, amounting to $2.7 million aggregate principal amount of the 2024 Notes at
par. We made the cash tender offer at par to satisfy obligations under the indentures governing the 2024 Notes and the 2017
Senior Notes relating to the use of certain cash proceeds from our disposition of the Management Services business, which
was completed on January 31, 2020.
At any time prior to July 15, 2024, we may redeem on one or more occasions all or part of the 2024 Notes at a
redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) a “make-whole” premium as of the
date of the redemption, plus any accrued and unpaid interest to the date of redemption. In addition, on or after July 15,
2024, the 2024 Notes may be redeemed at a redemption price of 100% of the principal amount thereof, plus accrued and
unpaid interest to the date of redemption.
The indenture pursuant to which the 2024 Notes were issued contains customary events of default, including,
among other things, payment default, exchange default, failure to provide notices thereunder and provisions related to
bankruptcy events. The indenture also contains customary negative covenants.
We were in compliance with the covenants relating to the 2024 Notes as of September 30, 2020.
2017 Senior Notes
On February 21, 2017, we completed a private placement offering of $1,000,000,000 aggregate principal amount
of our unsecured 5.125% Senior Notes due 2027 (the 2017 Senior Notes) and used the proceeds to immediately retire the
remaining $127.6 million outstanding on the then existing term loan B facility as well as repay $600 million of the term
loan A facility and $250 million of the revolving credit facility under our Credit Agreement. On June 30, 2017, we
completed an exchange offer to exchange the unregistered 2017 Senior Notes for registered notes, as well as related
guarantees.
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As of September 30, 2020, the estimated fair value of the 2017 Senior Notes was approximately $1,069.6 million.
The fair value of the 2017 Senior Notes as of September 30, 2020 was derived by taking the mid-point of the trading prices
from an observable market input (Level 2) in the secondary bond market and multiplying it by the outstanding balance of
the 2017 Senior Notes. Interest will be payable on the 2017 Senior Notes at a rate of 5.125% per annum. Interest on the
2017 Senior Notes is payable semi-annually on March 15 and September 15 of each year, commencing on September 15,
2017. The 2017 Senior Notes will mature on March 15, 2027.
At any time and from time to time prior to December 15, 2026, we may redeem all or part of the 2017 Senior
Notes, at a redemption price equal to 100% of their principal amount, plus a “make whole” premium as of the redemption
date, and accrued and unpaid interest to the redemption date.
At any time on or after December 15, 2026, we may redeem on one or more occasions all or part of the 2017
Senior Notes at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest.
The indenture pursuant to which the 2017 Senior Notes were issued contains customary events of default,
including, among other things, payment default, exchange default, failure to provide notices thereunder and provisions
related to bankruptcy events. The indenture also contains customary negative covenants.
We were in compliance with the covenants relating to the 2017 Senior Notes as of September 30, 2020.
URS Senior Notes
In connection with the URS acquisition, we assumed the URS 3.85% Senior Notes due 2017 (2017 URS Senior
Notes) and the URS 5.00% Senior Notes due 2022 (2022 URS Senior Notes), totaling $1.0 billion (URS Senior Notes).
The URS acquisition triggered change in control provisions in the URS Senior Notes that allowed the holders of the URS
Senior Notes to redeem their URS Senior Notes at a cash price equal to 101% of the principal amount and, accordingly, we
redeemed $572.3 million of the URS Senior Notes on October 24, 2014. The remaining 2017 URS Senior Notes matured
and were fully redeemed on April 3, 2017 for $179.2 million using proceeds from a $185 million delayed draw term loan A
facility tranche under the Credit Agreement.
The remaining $248.5 million principal amount of the 2022 URS Senior Notes were fully redeemed on August 31,
2020 using proceeds from a $248.5 million secured delayed draw term loan facility under the Credit Agreement, at a
redemption price that was 106.835% of the principal amount outstanding plus accrued and unpaid interest. The August 31,
2020 redemption resulted in a $17.0 million prepayment premium, which was included in interest expense.
Other Debt and Other Items
Other debt consists primarily of obligations under capital leases and loans, and unsecured credit facilities. Our
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, 2020 and September 30, 2019,
these outstanding standby letters of credit totaled $510.1 million and $470.9 million, respectively. As of September 30,
2020, we had $435.3 million available under these unsecured credit facilities.
Effective Interest Rate
Our average effective interest rate on our total debt, including the effects of the interest rate swap agreements,
during the years ended September 30, 2020, 2019 and 2018 was 5.3%, 5.1% and 5.1%, respectively.
Interest expense in the consolidated statement of operations included amortization of deferred debt issuance costs
for the years ended September 30, 2020, 2019 and 2018 of $5.4 million, $5.0 million and $12.5 million, respectively.
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Other Commitments
We enter into various joint venture arrangements to provide architectural, engineering, program management,
construction management and operations and maintenance services. The ownership percentage of these joint ventures is
typically representative of the work to be performed or the amount of risk assumed by each joint venture partner. Some of
these joint ventures are considered variable interest. We have consolidated all joint ventures for which we have control. For
all others, our portion of the earnings is recorded in equity in earnings of joint ventures. See Note 6, Joint Ventures and
Variable Interest Entities, in the notes to our consolidated financial statements.
Other than normal property and equipment additions and replacements, expenditures to further the implementation
of our various information technology systems, commitments under our incentive compensation programs, amounts we
may expend to repurchase stock under our stock repurchase program and acquisitions from time to time and disposition
costs, we currently do not have any significant capital expenditures or outlays planned except as described below.
However, if we acquire additional businesses in the future or if we embark on other capital-intensive initiatives, additional
working capital may be required.
Under our secured revolving credit facility and other facilities discussed in Other Debt and Other Items above, as
of September 30, 2020, there was approximately $529.1 million outstanding under standby letters of credit primarily issued
in connection with general and professional liability insurance programs and for contract performance guarantees. For
those projects for which we have issued a performance guarantee, if the project subsequently fails to meet guaranteed
performance standards, we may either incur significant additional costs or be held responsible for the costs incurred by the
client to achieve the required performance standards.
We recognized on our balance sheet the funded status of our pension benefit plans, measured as the difference
between the fair value of plan assets and the projected benefit obligation. At September 30, 2020, our defined benefit
pension plans had an aggregate deficit (the excess of projected benefit obligations over the fair value of plan assets) of
approximately $406.0 million. The total amounts of employer contributions paid for the year ended September 30, 2020
were $7.0 million for U.S. plans and $27.7 million for non-U.S. plans. Funding requirements for each plan are determined
based on the local laws of the country where such plan resides. In some countries, the funding requirements are mandatory
while in other countries, they are discretionary. There is a required minimum contribution for one of our domestic plans;
however, we may make additional discretionary contributions. In the future, such pension funding may increase or decrease
depending on changes in the levels of interest rates, pension plan performance and other factors. In addition, we have
collective bargaining agreements with unions that require us to contribute to various third party multiemployer pension
plans that we do not control or manage. In addition, we have collective bargaining agreements with unions that require us
to contribute various third party multiemployer plans that we do not control or manage. For the year ended September 30,
2020, we contributed $4.0 million to multiemployer pension plans.
Condensed Combined Financial Information
In connection with the registration of the Company’s 2014 Senior Notes that were declared effective by the SEC
on September 29, 2015, AECOM became subject to the requirements of Rule 3-10 of Regulation S-X, as amended,
regarding financial statements of guarantors and issuers of guaranteed securities. Both the 2014 Senior Notes and the 2017
Senior Notes are fully and unconditionally guaranteed on a joint and several basis by some of AECOM’s directly and
indirectly 100% owned subsidiaries (the Subsidiary Guarantors). Other than customary restrictions imposed by applicable
statutes, there are no restrictions on the ability of the Subsidiary Guarantors to transfer funds to AECOM in the form of
cash dividends, loans or advances.
The following tables present condensed combined summarized financial information for AECOM and the
Subsidiary Guarantors. All intercompany balances and transactions are eliminated in the presentation of the combined
financial statements. Amounts provided do not represent our total consolidated amounts as of September 30, 2020 and for
the twelve months then ended.
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Condensed Combined Balance Sheets
Parent and Subsidiary Guarantors
(unaudited - in millions)
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Total stockholders' equity
Total liabilities and stockholders' equity
Condensed Combined Statement of Operations
Parent and Subsidiary Guarantors
(unaudited - in millions)
$
September 30, 2020
3,801.9
3,620.1
7,422.0
$
$
$
3,175.1
2,806.8
5,981.9
1,440.1
7,422.0
Revenue
Cost of revenue
Gross profit
Net loss from continuing operations
Net income from discontinued operations
Net income
Net income attributable to AECOM
Commitments and Contingencies
For the twelve months ended
September 30, 2020
$
$
$
7,437.8
7,128.2
309.6
(94.2)
130.2
36.0
36.0
We record amounts representing our probable estimated liabilities relating to claims, guarantees, litigation, audits
and investigations. We rely in part on qualified actuaries to assist us in determining the level of reserves to establish for
insurance-related claims that are known and have been asserted against us, and for insurance-related claims that are
believed to have been incurred based on actuarial analysis, but have not yet been reported to our claims administrators as of
the respective balance sheet dates. We include any adjustments to such insurance reserves in our consolidated results of
operations. Our reasonably possible loss disclosures are presented on a gross basis prior to the consideration of insurance
recoveries. We do not record gain contingencies until they are realized. In the ordinary course of business, we may not be
aware that we or our affiliates are under investigation and may not be aware of whether or not a known investigation has
been concluded.
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In the ordinary course of business, we 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 our affiliates, partnerships and joint
ventures. Performance arrangements typically have various expiration dates ranging from the completion of the project
contract and extending beyond contract completion in some circumstances such as for warranties. We may also guarantee
that a project, when complete, will achieve specified performance standards. If the project subsequently fails to meet
guaranteed performance standards, we 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.
At September 30, 2020 and 2019, we were contingently liable in the amount of approximately $529.1 million and
$493.7 million, respectively, in issued standby letters of credit and $6.2 billion and $4.8 billion, respectively, in issued
surety bonds primarily to support project execution.
In the ordinary course of business, we enter 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.
Our registered investment adviser jointly manages and sponsors the AECOM-Canyon Equity Fund, L.P. (the
“Fund”), in which we indirectly hold an equity interest and have an ongoing capital commitment to fund investments. At
September 30, 2020, we have capital commitments of $22.1 million to the Fund over the next 8 years.
In addition, in connection with the investment activities of AECOM Capital, we provide 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
AECOM Energy and Construction, Inc., an Ohio corporation, a former affiliate of the Company (“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 intends to appeal these
decisions by December 30, 2020. Deconstruction, decommissioning and site restoration activities are complete.
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On January 31, 2020, the Company completed the sale of its Management Services business to the Purchaser
including the Former Affiliate who worked on the DOE project. The Company and the Purchaser agreed that all future
DOE project claim recoveries and costs will be split 10% to the 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 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.
New York Department of Environmental Conservation
In September 2017, AECOM USA, Inc. was advised by the New York State Department of Environmental
Conservation (DEC) of allegations that it committed environmental permit violations pursuant to the New York
Environmental Conservation Law (ECL) associated with AECOM USA, Inc.’s oversight of a stream restoration project for
Schoharie County which could result in substantial penalties if calculated under the ECL’s maximum civil penalty
provisions. AECOM USA, Inc. disputes this claim and intends to continue to defend this matter vigorously; however,
AECOM USA, Inc. cannot provide assurances that it will be successful in these efforts. The potential range of loss in
excess of any current accrual cannot be reasonably estimated at this time primarily because the matter involves complex
and unique environmental and regulatory issues; the project site involves the oversight and involvement of various local,
state and federal government agencies; there is substantial uncertainty regarding any alleged damages; and the matter is in
its preliminary stages.
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 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 to the Purchaser
including the Former Affiliate, however, the Refinery Turnaround project, including related claims and liabilities, remained
as part of the Company's self-perform at-risk construction business which is classified within discontinued operations.
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.
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Contractual Obligations and Commitments
The following summarizes our contractual obligations and commercial commitments as of September 30, 2020:
Contractual Obligations and Commitments
Debt
Interest on debt
Operating leases
Pension funding obligations(1)
Total contractual obligations and commitments
Total
Less than
One Year
$ 2,085.0
581.5
1,121.1
40.6
$ 3,828.2
$
$
20.9
121.9
212.4
40.6
395.8
One to
Three Years
(in millions)
262.7
$
230.4
311.1
$
804.1
153.7
225.8
$
997.3
75.5
371.8
—
$ 1,444.6
—
—
$
804.2
$ 1,183.6
Three to
Five Years
More than
Five Years
(1) Represents expected fiscal 2021 contributions to fund our defined benefit pension and other postretirement plans.
Contributions beyond one year have not been included as amounts are not determinable.
New Accounting Pronouncements and Changes in Accounting
In May 2014, the Financial Accounting Standards Board (FASB) issued new accounting guidance which amended
the existing accounting standards for revenue recognition. The new accounting guidance establishes principles for
recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected
consideration received in exchange for those goods or services. We adopted the new standard on October 1, 2018, using the
modified retrospective method, which resulted in an adjustment to retained earnings of $7.0 million, net of tax. Detailed
disclosures regarding the adoption and other required disclosures can be found in Note 4.
In February 2016, the FASB issued new accounting guidance which changes accounting requirements for leases.
The new guidance requires lessees to recognize the assets and liabilities arising from all leases, including those classified
as operating leases under previous accounting guidance, on the balance sheet. It also requires disclosure of key information
about leasing arrangements to increase transparency and comparability among organizations. We adopted the new guidance
beginning October 1, 2019 using the modified retrospective adoption method, which resulted in a downward adjustment to
retained earnings of $87.8 million, net of tax. Detailed disclosures regarding the adoption and other required disclosures
can be found in Note 11.
In June 2016, the FASB issued a new credit loss standard that changes the impairment model for most financial
assets and some other instruments. The new guidance will replace the current “incurred loss” approach with an “expected
loss” model for instruments measured at amortized cost. It also simplifies the accounting model for purchased credit-
impaired debt securities and loans. The guidance will be effective for the fiscal year starting October 1, 2020. We do not
expect that the adoption of this standard will have a material impact on our consolidated financial statements.
In February 2018, the FASB issued new accounting guidance which provides entities the option to reclassify
certain tax effects from other comprehensive income to retained earnings. The guidance addresses a narrow-scope financial
reporting issue related to the tax effects that may become stranded in accumulated other comprehensive income as a result
of the enactment of the Tax Cuts and Jobs Act (Tax Act). Under the guidance, an entity may elect to reclassify the income
tax effects of the Tax Act on items within accumulated other comprehensive income to retained earnings. We have
determined that we will not make this election.
In August 2018, the FASB issued new accounting guidance aligning the capitalization of certain implementation
costs incurred in a hosting arrangement that is a service contract with previously existing guidance for capitalizing costs
incurred to develop internal-use software. The new guidance will be effective for the fiscal year starting October 1, 2020.
We do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements.
In August 2018, the FASB issued new accounting guidance amending the disclosure requirements for fair value
measurements. These improvements will require more disclosure for amounts measured at fair value, and specifically
unobservable inputs used in fair value measurements. We expect to adopt the new guidance starting on October 1, 2020.
We are currently evaluating the impact that the new guidance will have on our financial reporting process.
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In March 2020, the Securities and Exchange Commission (SEC) adopted final rules that amend the financial
disclosure requirement for guarantors of registered debt securities in Rule 3-10 of Regulation S-X. The new rules amend
and streamline the disclosures required by guarantors and issuers of guaranteed securities. Among other things, the new
disclosures may be located outside the financial statements. The new rule is effective January 4, 2021, and early adoption is
permitted. We adopted the new rule on March 31, 2020. Accordingly, the revised condensed consolidating financial
information is presented in Item 7, Management's Discussion and Analysis of Financial Condition and Results of
Operations.
Off-Balance Sheet Arrangements
We enter into various joint venture arrangements to provide architectural, engineering, program management,
construction management and operations and maintenance services. The ownership percentage of these joint ventures is
typically representative of the work to be performed or the amount of risk assumed by each joint venture partner. Some of
these joint ventures are considered variable interest entities. We have consolidated all joint ventures for which we have
control. For all others, our portion of the earnings are recorded in equity in earnings of joint ventures. See Note 6 in the
notes to our consolidated financial statements. We do not believe that we have any off-balance sheet arrangements that
have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that would be material to
investors.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Financial Market Risks
We are exposed to market risk, primarily related to foreign currency exchange rates and interest rate exposure of
our debt obligations that bear interest based on floating rates. We actively monitor these exposures. Our objective is to
reduce, where we deem appropriate to do so, fluctuations in earnings and cash flows associated with changes in foreign
exchange rates and interest rates. In order to accomplish this objective, we sometimes enter into derivative financial
instruments, such as forward contracts and interest rate hedge contracts. It is our policy and practice to use derivative
financial instruments only to the extent necessary to manage our exposures. We do not use derivative financial instruments
for trading purposes.
Foreign Exchange Rates
We are exposed to foreign currency exchange rate risk resulting from our operations outside of the U.S. We use
foreign currency forward contracts from time to time to mitigate foreign currency risk. We limit exposure to foreign
currency fluctuations in most of our 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, we generally do not need to hedge foreign
currency cash flows for contract work performed. The functional currency of our significant foreign operations is the
respective local currency.
Interest Rates
Our Credit Agreement and certain other debt obligations are subject to variable rate interest which could be
adversely affected by an increase in interest rates. As of September 30, 2020 and 2019, we had $248.5 million and
$1,182.2 million, respectively, in outstanding borrowings under our term credit agreements and our revolving credit
facility. Interest on amounts borrowed under these agreements is subject to adjustment based on specified levels of
financial performance. The applicable margin that is added to the borrowing’s base rate can range from 0.25% to 2.00%.
For the year ended September 30, 2020, our weighted average floating rate borrowings were $292.4 million, or
$192.4 million excluding borrowings with effective fixed interest rates due to interest rate swap agreements. If short term
floating interest rates had increased by 1.00%, our interest expense for the year ended September 30, 2020 would have
increased by $2.9 million. We invest our cash in a variety of financial instruments, consisting principally of money market
securities or other highly liquid, short-term securities that are subject to minimal credit and market risk.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
AECOM
Index to Consolidated Financial Statements
September 30, 2020
Audited Annual Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets at September 30, 2020 and 2019
Consolidated Statements of Operations for the Years Ended September 30, 2020, 2019 and 2018
Consolidated Statements of Comprehensive (loss) Income for the Years Ended September 30, 2020, 2019, and 2018
Consolidated Statements of Stockholders’ Equity for the Years Ended September 30, 2020, 2019, and 2018
Consolidated Statements of Cash Flows for the Years Ended September 30, 2020, 2019, and 2018
Notes to Consolidated Financial Statements
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74
75
76
77
78
79
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Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of AECOM
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of AECOM (the "Company") as of September 30, 2020
and 2019, the related consolidated statements of operations, comprehensive income (loss), stockholders' equity and cash
flows for each of the three years in the period ended September 30, 2020, 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, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period
ended September 30, 2020, 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, 2020, 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 18, 2020 expressed an unqualified opinion
thereon.
Adoption of New Accounting Standard
As discussed in Notes 2 and 11 to the consolidated financial statements, the Company changed its method of accounting
for leases in 2020 due to the adoption of ASU No. 2016-02, Leases.
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 Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements
that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or
disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex
judgments. The communication of critical audit matters 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 matters below, providing separate
opinions on the critical audit matters or on the accounts or disclosures to which they relate.
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Description of the
Matter
Revenue Recognition - Contract cost and claim recovery estimates
For the year ended September 30, 2020, contract revenues recognized by the Company were $13.2
billion. Contract revenues include $3.6 billion which relate to fixed 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, 2020, significant claims included in contract assets and other non-current assets
on the consolidated balance sheet were approximately $170 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.
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Valuation of goodwill
Description of the
Matter
As of September 30, 2020, the Company’s goodwill was $3.5 billion. As discussed in Note 1 of the
consolidated financial statements, in the fourth quarter of each fiscal year the Company performs an
annual goodwill impairment test for each reporting unit and between annual tests if events occur or
circumstances change which suggest that goodwill should be evaluated.
Auditing management’s goodwill impairment tests is complex and highly judgmental due to the
significant estimates required to determine the fair value of the reporting units. These fair value
estimates are affected by significant assumptions including revenue growth rate, profitability,
weighted average cost of capital, and terminal values, which reflect management’s expectations about
future market or economic conditions.
How We Addressed
the Matter in Our
Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls
over the Company’s goodwill impairment review process including management’s review of the
significant assumptions used to determine the fair value of the reporting units.
To test the estimated fair value of its reporting units, with the support of a valuation specialist, we
performed audit procedures that included, among others, assessing fair value methodologies and
testing the significant assumptions discussed above and the underlying data used by the Company in
its analysis. We compared the significant assumptions used by management to current industry and
economic trends, historical operating results, contract backlog, changes to the Company’s business
operations and other relevant factors. We performed a lookback analysis to evaluate the accuracy of
management’s prior year revenue and profitability estimates. We performed sensitivity analyses of
significant assumptions to evaluate the changes in the fair value of the reporting units that would
result from changes in the assumptions. We also tested the reconciliation of the fair value of the
reporting units to the market capitalization of the Company.
/s/ Ernst & Young LLP
We have served as the Company's auditor since 1990.
Los Angeles, CA
November 18, 2020
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of AECOM
Opinion on Internal Control over Financial Reporting
We have audited AECOM’s (the “Company”) internal control over financial reporting as of September 30, 2020, 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 maintained, in all material
respects, effective internal control over financial reporting as of September 30, 2020, 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 2020 consolidated financial statements of the Company and our report dated November 18, 2020
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 18, 2020
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AECOM
Consolidated Balance Sheets
(in thousands, except share data)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
Cash in consolidated joint ventures
Total cash and cash equivalents
Accounts receivable—net
Contract assets
Prepaid expenses and other current assets
Current assets held for sale
Income taxes receivable
TOTAL CURRENT ASSETS
PROPERTY AND EQUIPMENT—NET
DEFERRED TAX ASSETS—NET
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES
GOODWILL
INTANGIBLE ASSETS—NET
OTHER NON-CURRENT ASSETS
OPERATING LEASE RIGHT-OF-USE ASSETS
NON-CURRENT ASSETS HELD FOR SALE
TOTAL ASSETS
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Short-term debt
Accounts payable
Accrued expenses and other current liabilities
Income taxes payable
Contract liabilities
Current liabilities held for sale
Current portion of long-term debt
TOTAL CURRENT LIABILITIES
OTHER LONG-TERM LIABILITIES
OPERATING LEASE LIABILITIES
LONG-TERM LIABILITIES HELD FOR SALE
DEFERRED TAX LIABILITY-NET
PENSION BENEFIT OBLIGATIONS
LONG-TERM DEBT
TOTAL LIABILITIES
COMMITMENTS AND CONTINGENCIES (Note 18)
AECOM STOCKHOLDERS’ EQUITY:
Common stock—authorized, 300,000,000 shares of $0.01 par value as of September 30, 2020 and 2019;
issued and outstanding 157,044,687 and 157,482,983 shares as of September 30, 2020 and 2019, respectively
Additional paid-in capital
Accumulated other comprehensive loss
Retained earnings
TOTAL AECOM STOCKHOLDERS’ EQUITY
Noncontrolling interests
TOTAL STOCKHOLDERS’ EQUITY
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
See accompanying Notes to Consolidated Financial Statements.
74
September 30,
2020
September 30,
2019
$
$
$
1,599,688
108,644
1,708,332
2,865,888
1,536,389
667,393
716,727
35,637
7,530,366
381,672
357,318
229,312
3,484,221
76,917
160,036
652,115
126,994
12,998,951
223
2,352,144
2,211,734
47,103
988,881
469,718
20,651
6,090,454
162,784
745,287
98,793
3,491
443,462
2,041,136
9,585,407
$
$
$
777,476
108,163
885,639
2,869,216
1,581,806
515,593
1,633,302
49,089
7,534,645
405,605
288,949
256,131
3,476,813
99,636
172,134
—
2,316,995
14,550,908
47,835
2,410,838
1,878,319
59,541
851,040
1,163,654
50,527
6,461,754
266,304
—
313,962
4,511
387,042
3,217,985
10,651,558
1,570
4,035,414
(918,674)
174,248
3,292,558
120,986
3,413,544
12,998,951
$
1,575
3,953,650
(864,197)
599,548
3,690,576
208,774
3,899,350
14,550,908
$
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AECOM
Consolidated Statements of Operations
(in thousands, except per share data)
Revenue
Cost of revenue
Gross profit
Equity in earnings of joint ventures
General and administrative expenses
Restructuring costs
Gain on disposal activities
Impairment of long-lived assets
Income from operations
Other income
Interest expense
Income from continuing operations before taxes
Income tax expense (benefit) for continuing operations
Net income from continuing operations
Net loss from discontinued operations
Net (loss) income
Net income attributable to noncontrolling interests from continuing
operations
Net income attributable to noncontrolling interests from discontinued
operations
Net income attributable to noncontrolling interests
Net income attributable to AECOM from continuing operations
Net loss attributable to AECOM from discontinued operations
Net (loss) income attributable to AECOM
Net (loss) income attributable to AECOM per share:
Basic continuing operations per share
Basic discontinued operations per share
Basic earnings per share
Diluted continuing operations per share
Diluted discontinued operations per share
Diluted earnings per share
Weighted average shares outstanding:
Basic
Diluted
September 30,
2020
Fiscal Year Ended
September 30,
2019
$ 13,239,976 $ 13,642,455 $ 13,878,316
12,530,416 13,030,800 13,399,283
479,033
September 30,
2018
709,560
611,655
48,781
(188,535)
(188,345)
—
—
381,461
11,056
(159,914)
232,603
45,753
186,850
(340,591)
(153,741)
49,320
(148,123)
(95,446)
3,590
(24,900)
396,096
14,556
(161,482)
249,170
13,498
235,672
(419,662)
(183,990)
49,357
(135,787)
—
—
—
392,603
20,628
(201,023)
212,208
(3,494)
215,702
(18,575)
197,127
(16,398)
(24,710)
(20,197)
(16,231)
(32,629)
(52,350)
(77,060)
170,452
(356,822)
(186,370) $
210,962
(472,012)
(261,050) $
1.07 $
(2.24) $
(1.17) $
1.06 $
(2.22) $
(1.16) $
1.34 $
(3.00) $
(1.66) $
1.32 $
(2.95) $
(1.63) $
$
$
$
$
$
$
$
(40,462)
(60,659)
195,505
(59,037)
136,468
1.23
(0.37)
0.86
1.20
(0.36)
0.84
159,005
161,292
157,044
159,684
159,101
162,261
See accompanying Notes to Consolidated Financial Statements.
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AECOM
Consolidated Statements of Comprehensive Income (Loss)
(in thousands)
Fiscal Year Ended
September 30, September 30, September 30,
2019
2018
2020
Net (loss) income
$ (153,741) $ (183,990) $
197,127
Other comprehensive (loss) income, net of tax:
Net unrealized gain (loss) on derivatives, net of tax
Foreign currency translation adjustments
Pension adjustments, net of tax
Other comprehensive (loss) income, net of tax
Comprehensive (loss) income, net of tax
4,094
(18,206)
(40,051)
(54,163)
(207,904)
(13,972)
(46,628)
(100,367)
(160,967)
(344,957)
Noncontrolling interests in comprehensive income of consolidated
subsidiaries, net of tax
Comprehensive (loss) income attributable to AECOM, net of tax
(32,943)
(76,960)
$ (240,847) $ (421,917) $
See accompanying Notes to Consolidated Financial Statements.
1,693
(82,717)
79,523
(1,501)
195,626
(61,827)
133,799
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BALANCE AT SEPTEMBER 30, 2017
Net income
Other comprehensive loss
Issuance of stock
Repurchases of stock under stock
repurchase program
Repurchases of stock
Proceeds from exercise of options
Stock based compensation
Other transactions with noncontrolling
interests
Contributions from noncontrolling
interests
Distributions to noncontrolling interests
BALANCE AT SEPTEMBER 30, 2018
Net loss
Cumulative effect of accounting standard
adoption
Other comprehensive loss
Issuance of stock
Repurchases of stock
Stock based compensation
Other transactions with noncontrolling
interests
Contributions from noncontrolling
interests
Distributions to noncontrolling interests
BALANCE AT SEPTEMBER 30, 2019
Net loss
Cumulative effect of accounting standard
adoption
Other comprehensive loss
Issuance of stock
Repurchases of stock
Stock based compensation
Disposal of noncontrolling interest of
business sold
Contributions from noncontrolling
interests
Distributions to noncontrolling interests
BALANCE AT SEPTEMBER 30, 2020
AECOM
Consolidated Statements of Stockholders’ Equity
(in thousands)
Additional
Paid-In
Capital
$ 3,733,572
—
—
Accumulated
Other
Comprehensive
Loss
(700,661)
$
Retained
Earnings
$ 961,640
— 136,468
—
—
(2,669)
—
Total
AECOM
Non-
Stockholders’ Controlling
$
Equity
3,996,126
136,468
(2,669)
68,111
Interests
$ 218,560
60,659
1,168
—
Total
Stockholder’s
Equity
4,214,686
197,127
(1,501)
68,111
$
Common
Stock
$ 1,575
—
—
42
68,069
—
(31,093)
2,749
73,095
—
—
—
3,846,392
—
—
—
66,517
(23,071)
63,812
—
—
—
3,953,650
—
(40)
(8)
1
—
—
—
—
1,570
—
—
—
44
(39)
—
—
—
—
1,575
—
—
—
43
(48)
—
—
—
—
63,297
(35,762)
54,229
—
—
—
—
—
—
(149,960)
—
—
—
(150,000)
(31,101)
2,750
73,095
—
—
—
—
(150,000)
(31,101)
2,750
73,095
—
—
(5,012)
(5,012)
—
—
(703,330)
—
—
(160,867)
—
—
—
—
—
948,148
(261,050)
(12,452)
—
—
(75,098)
—
—
—
4,092,780
(261,050)
(12,452)
(160,867)
66,561
(98,208)
63,812
7,729
(97,510)
185,594
77,060
—
(100)
—
—
—
7,729
(97,510)
4,278,374
(183,990)
(12,452)
(160,967)
66,561
(98,208)
63,812
—
—
—
16,208
16,208
—
—
(864,197)
—
—
(54,477)
—
—
—
—
—
599,548
(186,370)
(87,787)
—
—
(151,143)
—
—
—
3,690,576
(186,370)
(87,787)
(54,477)
63,340
(186,953)
54,229
5,069
(75,057)
208,774
32,629
—
314
—
—
—
5,069
(75,057)
3,899,350
(153,741)
(87,787)
(54,163)
63,340
(186,953)
54,229
—
—
—
(60,089)
(60,089)
—
—
$ 1,570
—
—
$ 4,035,414
$
—
—
(918,674)
—
—
$ 174,248
—
—
3,292,558
$
9,917
(70,559)
$ 120,986
$
9,917
(70,559)
3,413,544
See accompanying Notes to Consolidated Financial Statements.
77
Table of Contents
AECOM
Consolidated Statements of Cash Flows
(in thousands)
Fiscal Year Ended
September 30, September 30, September 30,
2019
2018
2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
$
(153,741)
$
(183,990)
$
197,127
Depreciation and amortization
Equity in earnings of unconsolidated joint ventures
Distribution of earnings from unconsolidated joint ventures
Non-cash stock compensation
Prepayment premium on redemption of unsecured senior notes
Impairment of long-lived assets, including goodwill
Loss on disposal activities
Gain on sale of discontinued operations
Foreign currency translation
Write-off of debt issuance costs
Deferred income tax expense (benefit)
Other
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable and contract assets
Prepaid expenses and other assets
Accounts payable
Accrued expenses and other current liabilities
Contract liabilities
Other long-term liabilities
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of discontinued operations, net of cash disposed
Proceeds from purchase price adjustment on business acquisition
Cash acquired from consolidation of joint venture
Proceeds from disposal of businesses, net of cash disposed
Investment in unconsolidated joint ventures
Return of investment in unconsolidated joint ventures
Proceeds from sale of investments
Payments for purchase of investments
Proceeds from disposal of property and equipment
Payments for capital expenditures
Net cash provided by (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings under credit agreements
Repayments of borrowings under credit agreements
Redemption of unsecured senior notes
Prepayment premium on redemption of unsecured senior notes
Cash paid for debt issuance costs
Proceeds from issuance of common stock
Proceeds from exercise of stock options
Payments to repurchase common stock
Net distributions to noncontrolling interests
Other financing activities
Net cash used in financing activities
EFFECT OF EXCHANGE RATE CHANGES ON CASH
NET INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
CASH AND CASH EQUIVALENTS AT END OF YEAR
LESS: CASH AND CASH EQUIVALENTS INCLUDED IN CURRENT ASSETS HELD FOR SALE
CASH AND CASH EQUIVALENTS OF CONTINUING OPERATIONS AT END OF YEAR
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid
Net income taxes (paid) refund received
237,376
(23,279)
90,158
54,229
16,986
336,472
—
(161,900)
(31,919)
261,185
(80,990)
65,954
63,812
—
615,400
10,381
—
(19,099)
—
—
11,130
32,028
(136,955)
(31,815)
(192,980)
118,441
128,312
37,079
329,622
(98,015)
5,899
(316,487)
(16,576)
251,410
259,572
7,559
(48,399)
777,616
2,218,866
—
—
—
(111,077)
28,047
12,392
—
3,800
(114,591)
2,037,437
—
—
—
46,490
(141,769)
22,750
12,365
(3,223)
17,291
(100,664)
(146,760)
4,452,078
(5,568,320)
(248,522)
(16,986)
(4,228)
26,388
7,700,774
(7,984,624)
—
—
—
30,448
—
—
(186,953)
(60,642)
(20,785)
(1,627,970)
(1,194)
737,895
1,080,354
1,818,249
(109,917)
1,708,332
(201,402)
(71,031)
$
$
$
$
$
$
(98,208)
(69,988)
(11,681)
(433,279)
(3,956)
193,621
886,733
1,080,354
(194,715)
885,639
(222,263)
2,500
$
$
$
267,570
(81,133)
118,712
73,095
34,504
168,178
2,949
—
(48,270)
7,048
36,746
(472)
(381,787)
(75,980)
474,950
18,474
2,729
(39,887)
774,553
—
2,203
7,630
19,537
(91,030)
105,769
7,174
(23,492)
26,401
(113,279)
(59,087)
8,529,014
(8,040,262)
(800,000)
(34,504)
(12,181)
35,233
2,750
(179,466)
(89,781)
(35,671)
(624,868)
(6,227)
84,371
802,362
886,733
(155,240)
731,493
(271,842)
(40,589)
See accompanying Notes to Consolidated Financial Statements.
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Table of Contents
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 commercial and government 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 2020, 2019 and 2018 each contained 53, 52 and 52 weeks, respectively, and ended on October 2, September 27, and
September 28, respectively.
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;
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● Client credit worthiness; and
● General economic conditions.
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.
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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.
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.
During the 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.
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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.
2. New Accounting Pronouncements and Changes in Accounting
In May 2014, the Financial Accounting Standards Board (FASB) issued new accounting guidance which amended
the existing accounting standards for revenue recognition. The new accounting guidance establishes principles for
recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected
consideration received in exchange for those goods or services. The Company adopted the new standard on October 1,
2018, using the modified retrospective method, which resulted in an adjustment to retained earnings of $7.0 million, net of
tax. Detailed disclosures regarding the adoption and other required disclosures can be found in Note 4.
In February 2016, the FASB issued new accounting guidance which changes accounting requirements for leases.
The new guidance requires lessees to recognize the assets and liabilities arising from all leases, including those classified
as operating leases under previous accounting guidance, on the balance sheet. It also requires disclosure of key information
about leasing arrangements to increase transparency and comparability among organizations. The Company adopted the
new guidance beginning October 1, 2019 using the modified retrospective adoption method, which resulted in a downward
adjustment to retained earnings of $87.8 million, net of tax. Detailed disclosures regarding the adoption and other required
disclosures can be found in Note 11.
In June 2016, the FASB issued a new credit loss standard that changes the impairment model for most financial
assets and some other instruments. The new guidance will replace the current ”incurred loss” approach with an ”expected
loss” model for instruments measured at amortized cost. It also simplifies the accounting model for purchased credit-
impaired debt securities and loans. The guidance will be effective for the Company’s fiscal year starting October 1, 2020.
The Company does not expect that the adoption of this standard will have a material impact on its consolidated financial
statements.
In February 2018, the FASB issued new accounting guidance which provides entities the option to reclassify
certain tax effects from other comprehensive income to retained earnings. The guidance addresses a narrow-scope financial
reporting issue related to the tax effects that may become stranded in accumulated other comprehensive income as a result
of the enactment of the Tax Cuts and Jobs Act (Tax Act). Under the guidance, an entity may elect to reclassify the income
tax effects of the Tax Act on items within accumulated other comprehensive income to retained earnings. The Company
has determined that it will not make this election.
In August 2018, the FASB issued new accounting guidance aligning the capitalization of certain implementation
costs incurred in a hosting arrangement that is a service contract with previously existing guidance for capitalizing costs
incurred to develop internal-use software. The new guidance will be effective for the Company's fiscal year starting
October 1, 2020. The Company does not expect that the adoption of this guidance will have a material impact on its
consolidated financial statements.
In August 2018, the FASB issued new accounting guidance amending the disclosure requirements for fair value
measurements. These improvements will require more disclosure for amounts measured at fair value, and specifically
unobservable inputs used in fair value measurements. The Company expects to adopt the new guidance starting on October
1, 2020. The Company is currently evaluating the impact that the new guidance will have on its financial reporting
process.
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In March 2020, the Securities and Exchange Commission (SEC) adopted final rules that amend the financial
disclosure requirement for guarantors of registered debt securities in Rule 3-10 of Regulation S-X. The new rules amend
and streamline the disclosures required by guarantors and issuers of guaranteed securities. Among other things, the new
disclosures may be located outside the financial statements. The new rule is effective January 4, 2021, and early adoption is
permitted. The Company adopted the new rule on March 31, 2020. Accordingly, the revised condensed consolidating
financial information is presented outside of these consolidated financial statements.
3. Discontinued Operations, Goodwill, and Intangible Assets
On October 12, 2019, the Company entered into a purchase and sale agreement with Maverick Purchaser Sub,
LLC (“Purchaser”), an affiliate of American Securities LLC and Lindsay Goldberg LLC. Per the terms of that agreement,
the Company agreed to transfer the assets and liabilities constituting its Management Services business to the Purchaser.
The transaction with the Purchaser closed on January 31, 2020. The Company received total cash consideration of $2.28
billion inclusive of the receipt in the third quarter of fiscal 2020 of $122.0 million received in connection with a favorable
working capital purchase price adjustment and contingent consideration of approximately $120 million attributable to
certain claims related to prior work and engagements. As a result of the sale, the Company recognized a pre-tax gain of
$161.9 million. The gain on sale was included in the net loss from discontinued operations in the Consolidated Statements
of Operations.
Additionally, in the first quarter of fiscal 2020, management approved a plan to dispose via sale the Company’s
self-perform at-risk construction businesses within the next year. 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
Management Services business and 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 will have a
major effect on the Company’s operations and financial results and qualified for presentation as discontinued operations in
accordance with FASB Accounting Standards Codification (ASC) 205-20. Accordingly, the financial results of the
Management Services business and the self-perform at-risk construction businesses are presented in the Consolidated
Statements 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. Interest expense allocated to discontinued operations represents interest
expenses for the discontinued operations’ finance leases and term loans, which were required to be settled upon the sale of
the Management Services business.
During the second quarter of fiscal 2020, the Company identified indicators of impairment for the self-perform at-
risk construction business. Specifically, the Company's forecast for its Oil and Gas business decreased significantly from
the prior period due primarily to the volatility in global oil prices, which negatively impacted forecasts for future revenues
and earnings. As a result, the Company assessed the Oil and Gas business for impairment and determined the fair value of
the disposal group was lower than its carrying value. Fair value was estimated using Level 3 inputs, such as forecasted cash
flows. Accordingly, the Company recorded impairment losses for that business' goodwill of approximately $83.6 million
and intangible assets of approximately $5.7 million. These impairment losses were recorded in net loss from discontinued
operations on the Consolidated Statements of Operations.
During the fourth quarter of fiscal 2020, the Company recorded a $247.2 million loss related to the remeasurement
of its self-perform at-risk construction businesses to fair value less cost to sell. Fair value was estimated using Level 3
inputs, such as forecasted cash flows, and Level 2 inputs, including bid prices from potential buyers.
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Table of Contents
The following table represents summarized balance sheet information of assets and liabilities held for sale (in
millions):
Cash and cash equivalents
Receivables and contract assets
Other
Current assets held for sale
Property and equipment, net
Goodwill
Other
Write-down of assets to fair value less cost to sell
Non-current assets held for sale
Accounts payable and accrued expenses
Contract liabilities
Other
Current liabilities held for sale
Long-term liabilities held for sale
September 30, September 30,
2020
2019
$
$
$
$
$
$
$
109.9
544.3
62.5
716.7
$
$
119.8
$
—
254.4
(247.2)
127.0
394.5
73.6
1.6
469.7
98.8
$
$
$
$
194.7
1,326.6
112.0
1,633.3
153.8
1,798.5
364.7
—
2,317.0
1,056.0
88.9
18.8
1,163.7
314.0
The following table represents summarized income statement information of discontinued operations (in
millions):
Revenue
Cost of revenue
Gross (loss) profit
Equity in earnings of joint ventures
Gain (loss) on disposal activities
Transaction costs
Impairment of long-lived assets, including goodwill
Loss from operations
Other income
Interest expense
Loss before taxes
Income tax (benefit) expense
Net loss from discontinued operations
84
Fiscal Year Ended
September 30, September 30,
2020
2019
$
$
$
3,150.8
3,179.2
(28.4)
(25.5)
161.9
(43.2)
(336.5)
(271.7)
1.8
(40.5)
(310.4)
30.2
(340.6) $
6,530.9
6,329.1
201.8
31.7
(14.0)
—
(590.5)
(371.0)
2.5
(64.8)
(433.3)
(13.6)
(419.7)
Table of Contents
The significant components included in the Consolidated Statement of Cash Flows for the discontinued operations
are as follows (in millions):
Depreciation and amortization:
Property and equipment
Intangible assets and capitalized debt issuance costs
Payments for capital expenditures
Fiscal Year Ended
September 30, September 30,
2020
2019
$
$
4.6
26.0
(19.6)
26.9
66.5
(20.1)
The changes in the carrying value of goodwill by reportable segment for the year ended September 30, 2020 were
as follows:
Americas
International
Total
2019
2,618.6
858.2
3,476.8
$
$
Impact
(in millions)
$ (1.5) $
8.9
7.4
$
$
September 30,
2020
2,617.1
867.1
3,484.2
September 30, Exchange
Foreign
The gross amounts and accumulated amortization of the Company’s acquired identifiable intangible assets with
finite useful lives as of September 30, 2020 and September 30, 2019, included in intangible assets—net, in the
accompanying consolidated balance sheets, were as follows:
Gross
September 30, 2020
Accumulated
Intangible
Gross
September 30, 2019
Accumulated
Intangible
Amount
Amortization Assets, Net Amount
Amortization Assets, Net
Backlog and customer relationships
$
662.8
$
(585.9)
$
(in millions)
76.9
$
661.4
$
(561.8)
$
99.6
Amortization
Period
(years)
1 - 11
Amortization expense of acquired intangible assets included within cost of revenue was $24.1 million and $25.2
million for the years ended September 30, 2020 and 2019, respectively. The following table presents estimated
amortization expense of existing intangible assets for the succeeding years:
Fiscal Year
2021
2022
2023
2024
2025
Thereafter
Total
4. Revenue Recognition
$
(in millions)
20.3
19.5
18.6
17.3
0.7
0.5
76.9
$
On October 1, 2018, the Company adopted ASC 606 on a modified retrospective basis, which amended the
accounting standards for revenue recognition. As a result, the new guidance was applied retrospectively to contracts which
were not completed as of October 1, 2018. Contracts completed prior to October 1, 2018 were accounted for using the
guidance in effect at that time. The cumulative effect of applying the new guidance was recorded as a reduction to retained
earnings at October 1, 2018 of $7.0 million, net of tax. Consistent with the modified retrospective transition approach, the
comparative period was not adjusted to conform with current period presentation. The adjustment was primarily related to
segmenting or combining contracts by performance obligations identified under the criteria of the new standard.
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The new accounting guidance establishes principles for recognizing revenue upon the transfer of control of
promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for
those goods or services. The Company generally recognizes revenues over time as performance obligations are satisfied.
The Company generally measures its progress to completion using an input measure of total costs incurred divided by total
costs expected to be incurred. In the course of providing its services, the Company routinely subcontracts for services and
incurs other direct costs on behalf of its clients. These costs are passed through to clients and, in accordance with GAAP,
are included in the Company’s revenue and cost of revenue. These subcontractor and other direct costs for the years ended
September 30, 2020, 2019 and 2018 were $7.1 billion, $7.4 billion and $7.7 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. 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.
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The following tables present the Company’s revenues disaggregated by revenue sources:
Cost reimbursable
Guaranteed maximum price
Fixed price
Total revenue
Americas
Europe, Middle East, Africa
Asia Pacific
Total revenue
Fiscal Year Ended
September 30, September 30,
2020
2019
September 30,
2018
$
5,734.5
3,896.8
3,608.7
$
(in millions)
5,958.2
3,962.6
3.721.7
$ 13,240.0
$ 13,642.5
$
5,440.3
4,673.9
3,764.1
$ 13,878.3
September 30, September 30,
Fiscal Year Ended
2020
$ 10,138.3
2019
(in millions)
$ 10,390.8
1,620.3
1,481.4
1,752.1
1,499.6
$ 13,240.0
$ 13,642.5
September 30,
2018
$ 10,512.3
1,816.2
1,549.8
$ 13,878.3
As of September 30, 2020, the Company had allocated $18.9 billion of transaction price to unsatisfied or partially
satisfied performance obligations, of which approximately 60% is expected to be satisfied within the next twelve months.
Contract liabilities represent amounts billed to clients in excess of revenue recognized to date. The Company
recognized revenue of $592.7 million and $595.7 million during the years ended September 30, 2020 and 2019,
respectively, that was included in contract liabilities as of September 30, 2019 and 2018, respectively.
The Company’s timing of revenue recognition may not be consistent with its rights to bill and collect cash from its
clients. Those rights are generally dependent upon advance billing terms, milestone billings based on the completion of
certain phases of work or when services are performed. The Company’s accounts receivable represent amounts billed to
clients that have yet to be collected and represent an unconditional right to cash from its clients. Contract assets represent
the amount of contract revenue recognized but not yet billed pursuant to contract terms or accounts billed after the balance
sheet date. Contract liabilities represent billings as of the balance sheet date, as allowed under the terms of a contract, but
not yet recognized as contract revenue pursuant to the Company’s revenue recognition policy.
Net accounts receivable consisted of the following:
Billed
Contract retentions
Total accounts receivable—gross
Allowance for doubtful accounts
Total accounts receivable—net
Fiscal Year Ended
September 30, September 30,
2020
2019
(in millions)
$
$
2,419.6
524.2
2,943.8
(77.9)
2,865.9
$
$
2,368.2
557.5
2,925.7
(56.5)
2,869.2
Substantially all contract assets as of September 30, 2020 and September 30, 2019 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 $170 million and $110 million as of September 30, 2020 and September 30, 2019, respectively.
The asset related to the Deactivation, Demolition, and Removal Project retained from the Purchaser 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. These retention agreements vary from project to
project and could be outstanding for several months or years.
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Allowances for doubtful accounts have been determined through specific identification of amounts considered to
be uncollectible and potential write-offs, plus a non-specific allowance for other amounts for which some potential loss has
been determined to be probable as of the balance sheet date based on current and past experience.
No single client accounted for more than 10% of the Company’s outstanding receivables at September 30, 2020
and September 30, 2019.
The Company sold trade receivables to financial institutions, of which $166.6 million and $91.9 million were
outstanding as of September 30, 2020 and September 30, 2019, 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
2020
2019
(years)
Building and land
Leasehold improvements
Computer systems and equipment
Furniture and fixtures
Total
Accumulated depreciation and amortization
Property and equipment, net
$
$
$
(in millions)
11.5
343.2
557.4
134.8
1,046.9
(665.2)
381.7
$
11.2 10 - 45
1 - 20
3 - 12
3 - 10
363.5
582.3
133.0
1,090.0
(684.4)
405.6
Depreciation expense for the fiscal years ended September 30, 2020, 2019 and 2018 were $163.4 million,
$137.5 million, and $125.5 million, respectively. Depreciation is calculated using primarily the straight-line method over
the estimated useful lives of the 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.
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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.
Summary of financial information of the consolidated joint ventures is as follows:
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Total AECOM equity
Noncontrolling interests
Total owners’ equity
Total liabilities and owners’ equity
September 30, September 30,
2020
2019
(in millions)
$
$
$
$
536.3
77.0
613.3
409.9
1.5
411.4
113.9
88.0
201.9
613.3
$
$
$
$
581.3
75.4
656.7
432.8
—
432.8
137.9
86.0
223.9
656.7
Total revenue of the consolidated joint ventures was $787.6 million, $1,095.2 million, and $1,322.8 million for the
years ended September 30, 2020, 2019 and 2018, 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.
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Table of Contents
Summary of financial information of the unconsolidated joint ventures, as derived from their unaudited financial
statements, is as follows:
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Joint ventures’ equity
Total liabilities and joint ventures’ equity
AECOM’s investment in joint ventures
Revenue
Cost of revenue
Gross profit
Net income
September 30, September 30,
2020
2019
(in millions)
$
$
$
$
$
1,087.2
465.8
1,553.0
937.1
58.9
996.0
557.0
1,553.0
229.3
$
$
$
$
$
1,133.5
904.5
2,038.0
1,115.5
182.3
1,297.8
740.2
2,038.0
256.1
Twelve Months Ended
September 30, September 30,
2020
2019
(in millions)
$
$
$
3,058.9
2,993.1
65.8
59.8
$
$
$
2,959.3
2,876.1
83.2
83.4
Summary of AECOM’s equity in earnings of unconsolidated joint ventures is as follows:
Pass through joint ventures
Other joint ventures
Total
7. Pension Benefit Obligations
September 30,
2020
$
$
34.1
14.7
48.8
Fiscal Year Ended
September 30,
2019
(in millions)
31.6
17.7
49.3
$
$
September 30,
2018
$
$
34.2
15.2
49.4
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.
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Table of Contents
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.
September 30,
2020
U.S.
Int’l
Fiscal Year Ended
September 30,
2019
U.S.
Int’l
(in millions)
September 30,
2018
U.S.
Int’l
Change in benefit obligation:
Benefit obligation at beginning of year
Service cost
Participant contributions
Interest cost
Benefits and expenses paid
Actuarial (gain) loss
Plan settlements
Plan amendments
Plan curtailments
Foreign currency translation (gain) loss
Benefit obligation at end of year
Change in plan assets
Fair value of plan assets at beginning of
year
Actual return on plan assets
Employer contributions
Participant contributions
Benefits and expenses paid
Plan settlements
Foreign currency translation gain (loss)
Fair value of plan assets at end of year
Reconciliation of funded status:
Funded status at end of year
Contribution made after measurement date
Net amount recognized at end of year
$
252.9
$
232.9
$
251.9
—
—
6.4
(16.3)
20.7
(2.1)
—
—
—
$ 1,311.3
0.6
0.3
22.4
(42.9)
82.8
(4.1)
—
—
69.8
$ 1,440.2
—
0.1
8.6
(15.2)
27.8
(1.3)
—
—
—
$ 1,188.7
0.5
0.3
29.7
(41.2)
206.5
(3.7)
5.2
—
(74.7)
$ 1,311.3
—
0.2
7.4
(16.6)
(10.6)
—
0.6
—
—
$ 1,333.4
1.1
0.4
32.0
(53.7)
(87.7)
(3.0)
—
(0.1)
(33.7)
$ 1,188.7
$
261.6
$
252.9
$
232.9
September 30,
2020
U.S.
Int’l
Fiscal Year Ended
September 30,
2019
U.S.
Int’l
(in millions)
September 30,
2018
U.S.
Int’l
$ 129.3
11.7
7.0
—
(16.3)
(2.1)
—
$ 129.6
$ 1,068.8
59.5
27.7
0.3
(42.9)
(4.1)
56.9
$ 1,166.2
$
131.4
4.5
9.8
0.1
(15.2)
(1.3)
—
$
129.3
$
965.9
180.3
28.1
0.3
(41.2)
(3.7)
(60.9)
$ 1,068.8
$
$
$
136.5
4.3
7.0
0.2
(16.6)
—
—
$
131.4
993.1
29.3
27.8
0.4
(53.7)
(3.0)
(28.0)
965.9
September 30, 2020
Int’l
U.S.
Fiscal Year Ended
September 30, 2019
Int’l
U.S.
(in millions)
September 30, 2018
Int’l
U.S.
$ (132.0)
$ (274.0)
$ (123.6)
$ (242.5)
$ (101.5)
N/A
N/A
N/A
N/A
N/A
$ (132.0)
$ (274.0)
$ (123.6)
$ (242.5)
$ (101.5)
91
$ (222.8)
N/A
$ (222.8)
Table of Contents
The following table sets forth the amounts recognized in the consolidated balance sheets as of September 30,
2020, 2019 and 2018:
Amounts recognized in the consolidated
balance sheets:
Other non-current assets
Accrued expenses and other current
liabilities
Pension benefit obligations
Net amount recognized in the balance
sheet
September 30, 2020
Int’l
U.S.
Fiscal Year Ended
September 30, 2019
Int’l
U.S.
(in millions)
September 30, 2018
Int’l
U.S.
$
— $
44.0
$
— $
28.2
$
— $
19.1
(6.5)
(125.5)
—
(318.0)
(7.3)
(116.3)
—
(270.7)
(6.3)
(95.2)
—
(241.9)
$ (132.0)
$ (274.0)
$ (123.6)
$ (242.5)
$ (101.5)
$ (222.8)
The following table details the reconciliation of amounts in the consolidated statements of stockholders’ equity for
the fiscal years ended September 30, 2020, 2019 and 2018:
Reconciliation of amounts in consolidated
statements of stockholders’ equity:
Prior service (cost) credit
Net loss
Total recognized in accumulated other
comprehensive loss
September 30, 2020
Int’l
U.S.
Fiscal Year Ended
September 30, 2019
Int’l
U.S.
(in millions)
September 30, 2018
Int’l
U.S.
$
(0.1)
(133.5)
$
(1.2)
(297.8)
$
(0.7)
(123.1)
$
(1.2)
(233.0)
$
(0.8)
(94.8)
$
4.1
(186.4)
$ (133.6)
$ (299.0)
$ (123.8)
$ (234.2)
$
(95.6)
$ (182.3)
The components of net periodic benefit cost other than the service cost component are included in other income
(expense) in the consolidated statement of operations. The following table details the components of net periodic benefit
cost for the Company’s pension plans for fiscal years ended September 30, 2020, 2019 and 2018:
Components of net periodic benefit cost:
Service costs
Interest cost on projected benefit
obligation
Expected return on plan assets
Amortization of prior service costs
(credits)
Amortization of net loss
Curtailment loss recognized
Settlement loss recognized
Net periodic benefit cost
September 30, 2020
Int’l
U.S.
Fiscal Year Ended
September 30, 2019
Int’l
U.S.
(in millions)
September 30, 2018
Int’l
U.S.
$
— $
0.6
$
— $
0.5
$
— $
1.1
6.4
(7.0)
0.1
5.0
0.5
0.6
5.6
$
22.4
(37.5)
0.1
8.6
—
0.5
(5.3)
$
8.6
(9.0)
0.1
3.9
—
0.2
3.8
$
29.7
(38.1)
(0.1)
4.1
—
0.8
(3.1)
$
7.4
(9.0)
0.1
4.1
—
—
$
2.6
32.0
(43.1)
(0.2)
8.2
—
0.3
(1.7)
$
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 $15.0 million, $15.9 million, and $15.8 million in the years ended September
30, 2020, 2019 and 2018, respectively.
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Amounts included in accumulated other comprehensive loss as of September 30, 2020 that are expected to be
recognized as components of net periodic benefit cost during fiscal 2021 are (in millions):
Amortization of prior service cost
Amortization of net actuarial losses
Total
U.S.
Int’l
$
$
— $
(5.9)
(5.9) $
(0.1)
(8.7)
(8.8)
The table below provides additional year-end information for pension plans with accumulated benefit obligations
in excess of plan assets.
September 30,
2020
U.S.
Int’l
Fiscal Year Ended
September 30,
2019
U.S.
Int’l
(in millions)
September 30,
2018
U.S.
Int’l
Projected benefit obligation
Accumulated benefit obligation
Fair value of plan assets
$
260.7
260.7
129.6
$ 1,216.6
1,211.5
898.5
$
252.5
252.5
129.3
$ 1,141.9
1,132.7
871.2
$
232.2
232.2
131.3
$ 1,002.6
991.9
760.7
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 $28.4 million to the international plans in fiscal 2021. 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 $12.2 million to U.S. plans in fiscal 2021.
The table below provides the expected future benefit payments, in millions:
Year Ending September 30,
2021
2022
2023
2024
2025
2026-2030
Total
$
U.S.
19.1
18.8
17.7
17.6
17.4
79.2
$ 169.8
Int’l
$
50.6
48.6
50.5
51.5
52.6
286.4
$ 540.2
The underlying assumptions for the pension plans are as follows:
Weighted-average assumptions to determine
benefit obligation:
Discount rate
Salary increase rate
Weighted-average assumptions to determine net
periodic benefit cost:
Discount rate
Salary increase rate
Expected long-term rate of return on plan
assets
September 30,
2020
U.S.
Int’l
Fiscal Year Ended
September 30,
2019
U.S.
Int’l
(in millions)
September 30,
2018
U.S.
Int’l
2.25 %
N/A
1.67 %
2.68 %
2.94 %
N/A
1.81 %
2.52 %
4.12 %
N/A
2.91 %
2.79 %
2.94 %
N/A
1.81 %
2.52 %
4.12 %
N/A
2.91 %
2.79 %
3.66 %
N/A
2.67 %
2.76 %
7.30 %
4.03 %
7.00 %
4.43 %
7.00 %
4.73 %
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Table of Contents
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 2020 and pension plan asset allocation, both
U.S. and international, as of September 30, 2020 and 2019:
Asset Category:
Equities
Debt
Cash
Property and other
Total
Target Allocations
Int’l
U.S.
Percentage of Plan Assets
as of September 30,
2020
2019
U.S.
Int’l
U.S.
Int’l
45 %
43
2
10
100 %
26 %
53
4
17
100 %
47 %
42
1
10
100 %
26 %
54
4
16
100 %
45 %
44
2
9
100 %
36 %
31
3
30
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.
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 7.30% and 4.03% weighted-average
long-term rate of return on assets assumption for the fiscal year ended September 30, 2020 for U.S. and non-U.S. plans,
respectively.
As of September 30, 2020, the fair values of the Company’s pension plan assets by major asset categories were as
follows:
Cash and cash equivalents
Equity and debt securities
Investment funds
Diversified and equity funds
Fixed income funds
Common collective funds
Derivative instruments
Total
Total
Carrying
Value as of
September 30,
2020
$
$
$
50.6
442.3
31.5
36.2
707.5
27.7
1,295.8
$
94
Quoted
Prices in
Active
Markets
(Level 1)
Fair Value Measurement as of
September 30, 2020
Significant
Other
Observable
Inputs
(Level 2)
(in millions)
30.4
$
—
$
20.2
442.3
13.0
23.1
—
—
498.6
$
15.1
13.1
—
27.7
86.3
$
Significant
Unobservable
Inputs
(Level 3)
Investments
measured at
NAV
— $
—
3.4
—
—
—
3.4
$
—
—
—
—
707.5
—
707.5
Table of Contents
As of September 30, 2019, the fair values of the Company’s pension plan assets by major asset categories were as
follows:
Cash and cash equivalents
Equity and debt securities
Investment funds
Diversified and equity funds
Fixed income funds
Common collective funds
Assets held by insurance company
Derivative instruments
Total
Total
Carrying
Value as of
September 30,
2019
$
$
$
35.7
115.5
155.7
36.6
668.7
26.8
159.1
1,198.1
$
Quoted
Prices in
Active
Markets
(Level 1)
Fair Value Measurement as of
September 30, 2019
Significant
Other
Observable
Inputs
(Level 2)
(in millions)
14.6
$
—
$
21.1
115.5
141.9
21.3
—
—
—
299.8
$
13.8
15.3
—
—
159.1
202.8
$
Significant
Unobservable
Inputs
(Level 3)
Investments
measured at
NAV
— $
—
—
—
—
26.8
—
26.8
$
—
—
—
—
668.7
—
—
668.7
Changes for the year ended September 30, 2020 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,
relating to
assets still
held at
reporting date
on plan assets,
relating to
assets sold
during the
period
September 30,
2019
Beginning
balance
Purchases,
sales and
settlements
Transfer
into /
(out of)
Level 3
Change
due to
exchange
rate
changes
September 30,
2020
Ending balance
(in millions)
Level 3 Assets
$
26.8
$
(0.2) $
(2.1) $ (25.4) $
3.2
$
1.1
$
3.4
Changes for the year ended September 30, 2019, 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,
relating to
assets still
held at
reporting date
on plan assets,
relating to
assets sold
during the
period
September 30,
2018
Beginning
balance
Purchases,
sales and
settlements
Transfer
into /
(out of)
Level 3
Change
due to
exchange
rate
changes
September 30,
2019
Ending balance
(in millions)
Level 3 Assets
$
45.0
$
0.4
$
(0.1) $ (17.0) $ — $ (1.5) $
26.8
Cash equivalents are mostly comprised of short-term money-market instruments and are valued at cost, which
approximates fair value.
For equity 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 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 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.
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Table of Contents
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, 2019, 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
minimal redemption notice periods and are redeemable daily at the NAV, less transaction fees, without significant
restrictions. 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 $4.0 million and $7.5 million for the years ended September 30, 2020 and 2019, respectively. At
September 30, 2020 and 2019, none of the plans in which the Company participates are individually significant to its
consolidated financial statements.
8. Debt
Debt consisted of the following:
2014 Credit Agreement
2014 Senior Notes
2017 Senior Notes
URS Senior Notes
Other debt
Total debt
Less: Current portion of debt and short-term borrowings
Less: Unamortized debt issuance costs
Long-term debt
September 30,
2020
September 30,
2019
(in millions)
$
$
248.5
797.3
997.3
—
41.9
2,085.0
(20.9)
(23.0)
2,041.1
$
$
1,182.2
800.0
1,000.0
248.1
122.2
3,352.5
(98.3)
(36.2)
3,218.0
The following table presents, in millions, scheduled maturities of the Company’s debt as of September 30, 2020:
Fiscal Year
2021
2022
2023
2024
2025
Thereafter
Total
$
20.9
17.9
244.8
5.1
799.0
997.3
$ 2,085.0
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Table of Contents
2014 Credit Agreement
The Company entered into a credit agreement (Credit Agreement) on October 17, 2014, which, as amended to
date, consists of (i) a term loan A facility that includes a $510 million (US) term loan A facility with a term expiring on
March 13, 2021 and a $500 million Canadian dollar (CAD) term loan A facility and a $250 million Australian dollar
(AUD) term loan A facility, each with terms expiring on March 13, 2023; (ii) a $600 million term loan B facility with a
term expiring on March 13, 2025; and (iii) a revolving credit facility in an aggregate principal amount of $1.35 billion with
a term expiring on March 13, 2023. Some of subsidiaries of the Company (Guarantors) have guaranteed the obligations of
the borrowers under the Credit Agreement. The borrowers’ obligations under the Credit Agreement are secured by a lien
on substantially all of the assets of the Company and the Guarantors pursuant to a security and pledge agreement (Security
Agreement). The collateral under the Security Agreement is subject to release upon fulfillment of conditions specified in
the Credit Agreement and Security Agreement.
The Credit Agreement contains covenants that limit the ability of the Company and the ability of some of its
subsidiaries to, among other things: (i) create, incur, assume, or suffer to exist liens; (ii) incur or guarantee indebtedness;
(iii) pay dividends or repurchase stock; (iv) enter into transactions with affiliates; (v) consummate asset sales, acquisitions
or mergers; (vi) enter into various types of burdensome agreements; or (vii) make investments.
On July 1, 2015, the Credit Agreement was amended to revise the definition of “Consolidated EBITDA” to
increase the allowance for acquisition and integration expenses related to the Company’s acquisition of the URS
Corporation (URS) in October 2014.
On December 22, 2015, the Credit Agreement was amended to further revise the definition of “Consolidated
EBITDA” by further increasing the allowance for acquisition and integration expenses related to the acquisition of URS
and to allow for an internal corporate restructuring primarily involving the Company’s international subsidiaries.
On September 29, 2016, the Credit Agreement and the Security Agreement were amended to (1) lower the
applicable interest rate margins for the term loan A and the revolving credit facilities, and lower the applicable letter of
credit fees and commitment fees to the revised consolidated leverage levels; (2) extend the term of the term loan A and the
revolving credit facility to September 29, 2021; (3) add a new delayed draw term loan A facility tranche in the amount of
$185.0 million; (4) replace the then existing $500 million performance letter of credit facility with a $500 million basket to
enter into secured letters of credit outside the Credit Agreement; and (5) revise covenants, including the Maximum
Consolidated Leverage Ratio so that the step down from a 5.00 to a 4.75 leverage ratio is effective as of March 31, 2017 as
well as the investment basket for the Company’s AECOM Capital business.
On March 31, 2017, the Credit Agreement was amended to (1) expand the ability of restricted subsidiaries to
borrow under “Incremental Term Loans;” (2) revise the definition of “Working Capital” as used in “Excess Cash Flow;” (3)
revise the definitions for “Consolidated EBITDA” and “Consolidated Funded Indebtedness” to reflect the expected gain
and debt repayment of an AECOM Capital disposition, which disposition was completed on April 28, 2017; and (4) amend
provisions relating to the Company’s ability to undertake internal restructuring steps to accommodate changes in tax laws.
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Table of Contents
On March 13, 2018, the Credit Agreement was amended to (1) refinance the existing term loan A facility to
include a $510 million (US) term loan A facility with a term expiring on March 13, 2021 and a $500 million CAD term
loan A facility and a $250 million AUD term loan A facility each with terms expiring on March 13, 2023; (2) issue a new
$600 million term loan B facility to institutional investors with a term expiring on March 13, 2025; (3) increase the
capacity of the Company’s revolving credit facility from $1.05 billion to $1.35 billion and extend its term until March 13,
2023; (4) reduce the Company’s interest rate borrowing costs as follows: (a) the term loan B facility, at the Company’s
election, Base Rate (as defined in the Credit Agreement) plus 0.75% or Eurocurrency Rate (as defined in the Credit
Agreement) plus 1.75%, (b) the (US) term loan A facility, at the Company’s election, Base Rate plus 0.50% or
Eurocurrency Rate plus 1.50%, and (c) the Canadian (CAD) term loan A facility, the Australian (AUD) term loan A
facility, and the revolving credit facility, an initial rate of, at the Company’s election, Base Rate plus 0.75% or
Eurocurrency Rate plus 1.75%, and after the end of the Company’s fiscal quarter ended June 30, 2018, Base Rate loans
plus a margin ranging from 0.25% to 1.00% or Eurocurrency Rate plus a margin from 1.25% to 2.00%, based on the
Consolidated Leverage Ratio (as defined in the Credit Agreement); (5) revise covenants including increasing the amounts
available under the restricted payment negative covenant and revising the Maximum Consolidated Leverage Ratio (as
defined in the Credit Agreement) to include a 4.5 leverage ratio through September 30, 2019 after which the leverage ratio
stepped down to 4.0.
On November 13, 2018, the Credit Agreement was amended to revise the definition of "Consolidated EBITDA"
to increase corporate restructuring allowances and provide for additional flexibility under the covenants for non-core asset
dispositions, among other changes.
On January 28, 2020, AECOM entered into Amendment No. 7 to the Credit Agreement which modifies the asset
disposition covenant to permit the sale of the Management Services business and the mandatory prepayment provision so
that only outstanding term loans were prepaid using the net proceeds from the sale.
On May 1, 2020, the Company entered into Amendment No. 8 to the Credit Agreement which allows for
borrowings to be made, until three months after closing, up to an aggregate principal amount of $400,000,000 under a
secured delayed draw term loan facility, the proceeds of which are permitted to be used to pay all or a portion of the
amounts payable in connection with any tender for or redemption or repayment of the Company's or its subsidiaries'
existing senior unsecured notes and any associated fees and expenses. The amendment also revised certain terms and
covenants in the Credit Agreement, including by, among other things, the maximum leverage ratio covenant to 4.00:1.00,
subject to increases to 4.50:1.00 for certain specified periods in connection with certain material acquisitions, increasing
the potential size of incremental facilities under the Credit Agreement, revising the definition of "Consolidated EBITDA"
to provide for additional flexibility in the calculation thereof and adding a Eurocurrency Rate floor of 0.75% to the interest
rate under the revolving credit facility.
On July 30, 2020, the Company drew $248.5 million on its secured delayed draw term loan facility for the
purpose of redeeming all of the 2022 URS Senior Notes.
Under the Credit Agreement, the Company is subject to a maximum consolidated leverage ratio and minimum
consolidated interest coverage ratio at the end of each fiscal quarter. The Company’s Consolidated Leverage Ratio was 2.7
at September 30, 2020. The Company’s Consolidated Interest Coverage Ratio was 5.0 at September 30, 2020. As of
September 30, 2020, the Company was in compliance with the covenants of the Credit Agreement.
At September 30, 2020 and 2019, outstanding standby letters of credit totaled $19.0 million and $22.8 million,
respectively, under the Company’s revolving credit facilities. As of September 30, 2020 and 2019, the Company had
$1,331.0 million and $1,327.2 million, respectively, available under its revolving credit facility.
2014 Senior Notes
On October 6, 2014, the Company completed a private placement offering of $800,000,000 aggregate principal
amount of the unsecured 5.750% Senior Notes due 2022 (2022 Notes) and $800,000,000 aggregate principal amount of the
unsecured 5.875% Senior Notes due 2024 (the 2024 Notes and, together with the 2022 Notes, the 2014 Senior Notes). On
November 2, 2015, the Company completed an exchange offer to exchange the unregistered 2014 Senior Notes for
registered notes, as well as all related guarantees. On March 16, 2018, the Company redeemed all of the 2022 Notes at a
redemption price that was 104.313% of the principal amount outstanding plus accrued and unpaid interest. The March 16,
2018 redemption resulted in a $34.5 million prepayment premium, which was included in interest expense.
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Table of Contents
As of September 30, 2020, the estimated fair value of the 2024 Notes was approximately $863.0 million. The fair
value of the 2024 Notes as of September 30, 2020 was derived by taking the mid-point of the trading prices from an
observable market input (Level 2) in the secondary bond market and multiplying it by the outstanding balance of the 2024
Notes.
On July 21, 2020, the Company completed a cash tender offer at par for up to $639 million in aggregate principal
amount of the 2024 Notes and the 2017 Senior Notes. The Company accepted for purchase all of 2024 Notes validly
tendered and not validly withdrawn pursuant to the cash tender offer, amounting to $2.7 million aggregate principal amount
of the 2024 Notes at par. The Company made the cash tender offer at par to satisfy obligations under the indentures
governing the 2024 Notes and the 2017 Senior Notes relating to the use of certain cash proceeds from its disposition of the
Management Services business, which was completed on January 31, 2020.
At any time prior to July 15, 2024, the Company may redeem on one or more occasions all or part of the 2024
Notes at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) a “make-whole”
premium as of the date of the redemption, plus any accrued and unpaid interest to the date of redemption. In addition, on or
after July 15, 2024, the 2024 Notes may be redeemed at a redemption price of 100% of the principal amount thereof, plus
accrued and unpaid interest to the date of redemption.
The indenture pursuant to which the 2024 Notes were issued contains customary events of default, including,
among other things, payment default, exchange default, failure to provide notices thereunder and provisions related to
bankruptcy events. The indenture also contains customary negative covenants.
The Company was in compliance with the covenants relating to the 2024 Notes as of September 30, 2020.
2017 Senior Notes
On February 21, 2017, the Company completed a private placement offering of $1,000,000,000 aggregate
principal amount of its unsecured 5.125% Senior Notes due 2027 (the 2017 Senior Notes) and used the proceeds to
immediately retire the remaining $127.6 million outstanding on the then existing term loan B facility as well as repay $600
million of the term loan A facility and $250 million of the revolving credit facility under its Credit Agreement. On June 30,
2017, the Company completed an exchange offer to exchange the unregistered 2017 Senior Notes for registered notes, as
well as related guarantees.
As of September 30, 2020, the estimated fair value of the 2017 Senior Notes was approximately $1,069.6 million.
The fair value of the 2017 Senior Notes as of September 30, 2020 was derived by taking the mid-point of the trading prices
from an observable market input (Level 2) in the secondary bond market and multiplying it by the outstanding balance of
the 2017 Senior Notes. Interest will be payable on the 2017 Senior Notes at a rate of 5.125% per annum. Interest on the
2017 Senior Notes is payable semi-annually on March 15 and September 15 of each year, commencing on September 15,
2017. The 2017 Senior Notes will mature on March 15, 2027.
At any time and from time to time prior to December 15, 2026, the Company may redeem all or part of the 2017
Senior Notes, at a redemption price equal to 100% of their principal amount, plus a “make whole” premium as of the
redemption date, and accrued and unpaid interest to the redemption date.
At any time on or after December 15, 2026, the Company may redeem on one or more occasions all or part of the
2017 Senior Notes at a redemption price equal to 100% of their principal amount, plus accrued and unpaid interest.
The indenture pursuant to which the 2017 Senior Notes were issued contains customary events of default,
including, among other things, payment default, exchange default, failure to provide notices thereunder and provisions
related to bankruptcy events. The indenture also contains customary negative covenants.
The Company was in compliance with the covenants relating to the 2017 Senior Notes as of September 30, 2020.
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Table of Contents
URS Senior Notes
In connection with the URS acquisition, the Company assumed the URS 3.85% Senior Notes due 2017 (2017
URS Senior Notes) and the URS 5.00% Senior Notes due 2022 (2022 URS Senior Notes), totaling $1.0 billion (URS
Senior Notes). The URS acquisition triggered change in control provisions in the URS Senior Notes that allowed the
holders of the URS Senior Notes to redeem their URS Senior Notes at a cash price equal to 101% of the principal amount
and, accordingly, the Company redeemed $572.3 million of the URS Senior Notes on October 24, 2014. The remaining
2017 URS Senior Notes matured and were fully redeemed on April 3, 2017 for $179.2 million using proceeds from a $185
million delayed draw term loan A facility tranche under the Credit Agreement.
The remaining $248.5 million principal amount of the 2022 URS Senior Notes were fully redeemed on August 31,
2020 using proceeds from a $248.5 million secured delayed draw term loan facility under the Credit Agreement, at a
redemption price that was 106.835% of the principal amount outstanding plus accrued and unpaid interest. The August 31,
2020 redemption resulted in a $17.0 million prepayment premium, which was included in interest expense.
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, 2020 and 2019, these
outstanding standby letters of credit totaled $510.1 million and $470.9 million, respectively. As of September 30, 2020, the
Company had $435.3 million available under these unsecured credit facilities.
Effective Interest Rate
The Company’s average effective interest rate on its total debt, including the effects of the interest rate swap
agreements, during the years ended September 30, 2020, 2019 and 2018 was 5.3%, 5.1% and 5.1%, respectively.
Interest expense in the consolidated statements of operations included amortization of deferred debt issuance costs
for the years ended September 30, 2020, 2019 and 2018 of $5.4 million, $5.0 million, and $12.5 million, respectively.
9. Derivative Financial Instruments and Fair Value Measurements
The Company uses certain 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 agreements designated as cash flow hedges to fix the 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 to 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 agreements would be recognized in other
income.
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Table of Contents
The notional principal in U.S. dollar (USD), Canadian dollar (CAD), and Australian dollar (AUD), fixed rates and
related expiration dates of the Company’s outstanding interest rate swap agreements were as follows:
Notional Amount
Currency
USD
Notional Amount
(in millions)
200.0
September 30, 2020
Notional Amount
Currency
AUD
CAD
USD
September 30, 2019
Notional Amount
(in millions)
200.0
400.0
200.0
Fixed
Rate
Fixed
Rate
Expiration
Date
February 2023
2.60 %
Expiration
Date
February 2021
September 2022
February 2023
2.19 %
2.49 %
2.60 %
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, 2020,
2019 and 2018.
Fair Value Measurements
The Company’s non-pension financial assets and liabilities recorded at fair values relate to derivative instruments
and were not material at September 30, 2020 or 2019.
See Note 17 for accumulated balances and reporting period activities of derivatives related to reclassifications out
of accumulated other comprehensive income or loss for the years ended September 30, 2020, 2019 and 2018. Amounts
recognized in accumulated other comprehensive loss from the Company’s foreign currency options were immaterial for all
years presented. Amounts reclassified from accumulated other comprehensive loss into income from the foreign currency
options were immaterial for all years presented. Additionally, there were no material losses recognized in income due to
amounts excluded from effectiveness testing from the Company’s interest rate swap agreements.
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.
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11. Leases
On October 1, 2019, the Company adopted FASB ASC 842 on a modified retrospective basis, which amended the
accounting standards for leases. Accordingly, the Company applied the new guidance as of the date of adoption with a
cumulative-effect adjustment recorded through equity. Prior periods have not been restated as a result of the adoption.
Retained earnings decreased $87.8 million due to the adoption, primarily from impairment of the right-of-use assets
associated with office building leases. Consistent with its restructuring plan to improve profitability in the fourth quarter of
fiscal 2019, the Company evaluated its real estate portfolio to better align with the ongoing business. The Company
identified leased assets that were not recoverable, and recorded an adjustment to retained earnings upon adoption reflecting
the impairment of those long-lived leased assets. Fair value of the right-of-use assets was determined primarily using Level
3 inputs, such as discounted cash flows.
The Company also applied transition elections that allow it to avoid reassessment of whether expired or expiring
leases are or contain leases, lease classification, and initial direct costs. Adoption of the new lease guidance did not
significantly change the Company's accounting for finance leases, which were previously referred to as capital 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 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.
The components of lease expenses are as follows:
Operating lease cost
Finance lease cost:
Amortization of right-of-use assets
Interest on lease liabilities
Variable lease cost
Short-term lease cost
Total lease cost
102
Fiscal Year Ended
September 30, 2020
(in millions)
$
$
191.6
17.1
1.9
36.5
19.2
266.3
Table of Contents
Additional balance sheet information related to leases is as follows:
(in millions except as noted)
Assets:
Operating lease assets
Finance lease assets
Total lease assets
Liabilities:
Current:
Operating lease liabilities
Finance lease liabilities
Total current lease liabilities
Non-current:
Operating lease liabilities
Finance lease liabilities
Total non-current lease liabilities
Balance Sheet Classification
Sept 30, 2020
Operating lease right-of-use assets
Property and equipment – net
Accrued expenses and other current liabilities
Current portion of long-term debt
Operating lease liabilities, noncurrent
Long-term debt
$
$
$
$
652.1
29.1
681.2
168.4
9.8
178.2
745.3
22.0
767.3
Sept 30, 2020
7.3
3.3
4.6 %
4.7 %
Weighted average remaining lease term (in years):
Operating leases
Finance leases
Weighted average discount rates:
Operating leases
Finance leases
Additional cash flow information related to leases is as follows:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
Operating cash flows from finance leases
Financing cash flows from finance leases
Right-of-use assets obtained in exchange for new operating leases
Right-of-use assets obtained in exchange for new finance leases
Fiscal Year Ended
Sept 30, 2020
(in millions)
$
208.7
1.8
14.7
126.9
26.4
Total remaining lease payments under both the Company’s operating and finance leases are as follows:
Fiscal Year
2021
2022
2023
2024
2025
Thereafter
Total lease payments
Less: Amounts representing interest
Total lease liabilities
Operating Leases Finance Leases
$
(in millions)
212.4
170.7
140.4
120.4
105.4
371.8
1,121.1
$
(207.4) $
$
913.7
10.3
9.0
7.6
5.1
1.9
0.1
34.0
(2.2)
31.8
$
$
$
$
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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.
Accelerated Share Repurchase—In August 2018, the Company entered into an accelerated share repurchase
(ASR) with JPMorgan Chase Bank, National Association (JPMorgan) to repurchase $150 million of its common stock.
During the quarter ended September 30, 2018, JPMorgan delivered 4.0 million shares to the Company, at which point the
Company’s shares outstanding were reduced and accounted for as a reduction to retained earnings. The initial share
delivery represented the minimum amount of shares JPMorgan was contractually obligated to provide under the ASR
agreement. The ASR completed on October 11, 2018, which resulted in the delivery of an additional 0.6 million shares to
the Company from JPMorgan.
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, 2020, 2019 and 2018 was $33.7 million,
$32.3 million, and $32.3 million, respectively.
Stock Incentive Plans—Under the 2016 Stock Incentive Plan, the Company has up to 12.0 million securities
remaining available for future issuance as of September 30, 2020. 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.
During the three years in the period ended September 30, 2020, option activity was as follows:
Balance, September 30, 2017
Granted
Exercised
Cancelled
Balance, September 30, 2018
Granted
Exercised
Cancelled
Balance, September 30, 2019
Granted
Exercised
Cancelled
Balance, September 30, 2020
Exercisable as of September 30, 2018
Exercisable as of September 30, 2019
Exercisable as of September 30, 2020
104
Number of
Options
Weighted
Average
(in millions) Exercise Price
31.11
—
27.79
—
31.62
—
—
(31.62)
31.62
38.72
—
—
36.41
N/A
31.62
31.62
0.7
—
(0.1)
—
0.6
—
—
(0.5)
0.1
0.3
—
—
0.4
—
0.1
0.1
Table of Contents
The aggregate intrinsic value of stock options exercised during the year ended September 30, 2018 was $0.9
million.
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 weighted average grant-date fair value of stock
options granted during the year ended September 30, 2020 was $11.30.
The Company grants stock units to employees under its Performance Earnings Program (PEP), whereby units are
earned and issued dependent upon meeting established cumulative performance objectives and vest over a three-year
service period. Additionally, the Company issues restricted stock units to employees which are earned based on service
conditions. The grant date fair value of PEP awards and restricted stock unit awards is that day’s closing market price of
the Company’s common stock. The weighted average grant date fair value of PEP awards was $42.99, $27.53, and $37.69
during the years ended September 30, 2020, 2019 and 2018, respectively. The weighted average grant date fair value of
restricted stock unit awards was $41.90, $27.73, and $36.83 during the years ended September 30, 2020, 2019 and 2018,
respectively. Total compensation expense related to these share-based payments including stock options was $54.2 million,
$63.8 million, and $73.1 million during the years ended September 30, 2020, 2019 and 2018, respectively. Unrecognized
compensation expense related to total share-based payments outstanding as of September 30, 2020 and 2019 was $69.1
million and $74.6 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 before income taxes included income from domestic operations of $52.9 million, $133.0 million, and
$100.9 million for fiscal years ended September 30, 2020, 2019 and 2018 and income from foreign operations of $179.7
million, $116.2 million, and $111.3 million for fiscal years ended September 30, 2020, 2019 and 2018.
Income tax (benefit) expense was comprised of:
Fiscal Year Ended
September 30, September 30, September 30,
2019
(in millions)
2018
2020
Current:
Federal
State
Foreign
Total current income tax expense (benefit)
Deferred:
Federal
State
Foreign
Total deferred income tax (benefit) expense
Total income tax (benefit) expense
$
$
21.8
12.7
55.7
90.2
(21.8)
12.8
(35.4)
(44.4)
45.8
$
$
(17.3) $
29.8
41.7
54.2
(26.1)
(24.6)
10.0
(40.7)
13.5
$
(159.7)
2.3
51.1
(106.3)
119.6
4.1
(20.9)
102.8
(3.5)
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Table of Contents
The major elements contributing to the difference between the U.S. federal statutory rate of 21% for fiscal years
ended September 30, 2020 and 2019 and 24.5% for fiscal year ended September 30, 2018, respectively, and the effective
tax rate are as follows:
Tax at federal statutory rate
State income tax, net of federal benefit
Foreign residual income
Nondeductible costs
Return to provision
Foreign tax rate differential
Income tax credits and incentives
Valuation allowance
Change in uncertain tax positions
Exclusion of tax on non-controlling interests
Tax exempt income
Audit settlement
Impact of changes in tax law
Other items, net
Total income tax expense (benefit)
September 30,
2020
Fiscal Year Ended
September 30,
2019
September 30,
2018
Amount % Amount
% Amount
%
$
$
48.8
8.4
39.5
15.8
5.1
3.2
(47.8)
(15.9)
(8.3)
(3.4)
(5.1)
—
—
5.5
45.8
21.0 % $
3.6
17.0
6.8
2.2
1.4
(20.6)
(6.9)
(3.6)
(1.5)
(2.2)
—
—
2.5
19.7 % $
(in millions)
52.0
7.0
35.8
7.6
(0.2)
(3.1)
(44.7)
(26.5)
5.6
(5.3)
(3.9)
(4.6)
(1.5)
(4.7)
13.5
21.0 % $
2.8
14.5
3.1
(0.1)
(1.3)
(18.1)
(10.7)
2.3
(2.1)
(1.6)
(1.9)
(0.6)
(1.9)
5.4 % $
52.4
(1.3)
9.9
2.5
(21.2)
(0.7)
(28.6)
37.8
(26.0)
(5.0)
(7.4)
(27.7)
12.5
(0.7)
(3.5)
24.5 %
(0.6)
4.6
1.2
(9.9)
(0.3)
(13.4)
17.7
(12.2)
(2.3)
(3.5)
(13.0)
5.9
(0.4)
(1.7)%
During fiscal 2020, the Company approved a tax planning strategy and restructured certain operations in Canada
which resulted in a release of a valuation allowance related to net operating losses and other deferred tax assets of $31.7
million. The Company is now forecasting the utilization of the net operating losses within the foreseeable future. The new
positive evidence was evaluated against any negative evidence to determine the valuation allowance was no longer needed.
During fiscal 2018, the Company recorded a valuation allowance of $38.1 million against foreign tax credits
related to deferred tax assets in the U.S. In its determination of the realizability of its deferred tax assets, the Company
evaluated positive evidence consisting of forecasts of foreign tax credit utilization against future foreign source income,
earnings trends over a sustainable period, positive economic conditions in the industries the Company operates in, possible
prudent and feasible tax planning strategies (net of costs to implement the tax planning strategies) and actual usage of
foreign tax credit carryforwards. The Company also evaluated negative evidence consisting of significant foreign tax
credits and U.S. tax law changes that restrict the usage of foreign tax credits. This evaluation was conducted on a tax
jurisdictional basis or legal entity basis, as applicable, and based on the weighing of all positive and negative evidence, a
determination was made as to the realizability of the deferred tax assets on that same basis.
During fiscal 2019, the Company reevaluated the valuation allowance based on positive evidence and negative
evidence including new positive evidence related to the issuance of regulations during the first quarter related to The Tax
Cuts and Jobs Act (Tax Act) and forecasting the utilization of the foreign tax credits within the foreseeable future. Based on
the weighing of all positive and negative evidence the Company determined that a valuation allowance was no longer
needed and released the valuation allowance resulting in a tax benefit of $38.1 million.
During fiscal 2018, President Trump signed what is commonly referred to as the Tax Act into law. The Tax Act
reduced the Company's U.S. federal corporate tax rate from 35% to a blended tax rate of 24.5% for its fiscal year ending
September 30, 2018 and 21% for fiscal years thereafter, required companies to pay a one-time transition tax on
accumulated earnings of foreign subsidiaries, created new taxes on foreign sourced earnings and eliminated or reduced
deductions.
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Table of Contents
During fiscal 2018, the Company recorded tax expense of $38.9 million related to the remeasurement of its U.S.
deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally
21%. In addition, the Company released the deferred tax liability and recorded a tax benefit related to foreign subsidiaries
for which the undistributed earnings are not intended to be reinvested indefinitely for $79.8 million and accrued
$53.4 million of tax expense related to the one-time transition tax. During fiscal 2019, the Company completed the
calculation of the total foreign earnings and profits of foreign subsidiaries and recorded a tax benefit of $1.5 million.
During fiscal 2018, the Company had a favorable settlement for R&D credits and recorded a tax benefit of $19.9
million. In addition, the Company effectively settled the U.S. federal income tax examination for URS pre-acquisition tax
years 2012, 2013 and 2014 and recorded an additional benefit of $27.7 million related to various adjustments.
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:
Deferred tax assets:
Compensation and benefit accruals not currently deductible
Net operating loss carryforwards
Self-insurance reserves
Research and experimentation and other tax credits
Pension liability
Accrued liabilities
Capital loss carryforward
Other
Total deferred tax assets
Deferred tax liabilities:
Unearned revenue
Depreciation and amortization
Acquired intangible assets
Investment in subsidiaries
Right of use assets
Contingent consideration
Total deferred tax liabilities
Valuation allowance
Net deferred tax assets
Fiscal Year Ended
September 30, September 30,
2020
2019
(in millions)
$
$
119.4
173.2
17.6
112.9
95.1
303.2
104.8
26.0
952.2
(40.3)
(106.7)
(24.5)
(10.9)
(164.9)
(33.6)
(380.9)
(217.5)
353.8
$
$
98.0
132.6
11.3
138.5
78.2
97.2
—
14.8
570.6
(53.4)
(76.3)
(25.1)
(10.9)
—
—
(165.7)
(120.6)
284.3
107
Table of Contents
As of September 30, 2020 and 2019, the Company has available unused foreign and state net operating loss
(NOL) carryforwards of $710.2 million and $505.3 million, respectively, which expire at various dates over the next
several years and capital loss carryforwards of $355.7 million which expire in 2025; some foreign NOL carryforwards
never expire. In addition, as of September 30, 2020, the Company has unused federal and state research and development
credits of $71.2 million and $27.2 million, respectively, and other credits of $14.5 million which expire at various dates
over the next several years.
As of September 30, 2020 and 2019, gross deferred tax assets were $952.2 million and $570.6 million,
respectively. The Company has recorded a valuation allowance of $217.5 million and $120.6 million at September 30,
2020 and 2019, respectively, 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 $734.7 million will be realized and, as such, no additional
valuation allowance has been provided. The net increase in the valuation allowance of $96.9 million is primarily
attributable to an increase in valuation allowances of $71.2 million related to capital losses, partially offset by the release of
a valuation allowance of $31.7 million related to net operating losses and other deferred tax assets in Canada, the
utilization of $1.5 million of foreign net operating loss carryforwards in the current year and increases in valuation
allowances for unbenefitable losses.
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 $1.5 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, 2020 and 2019, the Company had a liability for unrecognized tax benefits, including
potential interest and penalties, net of related tax benefit, totaling $65.8 million and $70.1 million, respectively. The gross
unrecognized tax benefits as of September 30, 2020 and 2019 were $47.1 million and $55.7 million, respectively,
excluding interest, penalties, and related tax benefit. Of the $47.1 million, approximately $29.5 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:
Balance at the beginning of the year
Gross increase in current period’s tax positions
Gross increase in prior years’ tax positions
Gross decrease in prior years’ tax positions
Decrease due to settlement with tax authorities
Decrease due to lapse of statute of limitations
Gross change due to foreign exchange fluctuations
Balance at the end of the year
Fiscal Year Ended
September 30, September 30,
2020
2019
$
$
$
(in millions)
55.7
2.8
—
(7.9)
(0.5)
(3.5)
0.5
47.1
$
53.8
2.9
0.8
(1.0)
—
—
(0.8)
55.7
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, 2020, the accrued interest and penalties
were $18.9 million and $2.7 million, respectively, excluding any related income tax benefits. At September 30, 2019, the
accrued interest and penalties were $20.3 million and $4.3 million, respectively, excluding any related income tax benefits.
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Table of Contents
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 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,
2019
(in millions)
2018
2020
Denominator for basic earnings per share
Potential common shares
Denominator for diluted earnings per share
159.0
2.3
161.3
157.0
2.7
159.7
159.1
3.2
162.3
16. Other Financial Information
Accrued expenses and other current liabilities consist of the following:
Accrued salaries and benefits
Accrued contract costs
Other accrued expenses
Fiscal Year Ended
September 30, September 30,
2020
2019
(in millions)
$
$
675.7
1,104.7
431.3
2,211.7
$
$
681.5
927.1
269.7
1,878.3
Accrued contract costs above include balances related to professional liability accruals of $596.0 million and
$536.6 million as of September 30, 2020 and 2019, 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, 2020 and 2019. The Company did not have material revisions to estimates for
contracts where revenue is recognized using the percentage-of-completion method during the twelve months ended
September 30, 2020. In the first quarter of fiscal 2019, the Company commenced a restructuring plan to improve
profitability. The Company incurred restructuring expenses of $188.3 million, including personnel and other costs of
$149.2 million and real estate costs of $39.1 million during the year ended September 30, 2020, of which $56.2 million
was accrued and unpaid at September 30, 2020. The Company incurred restructuring expenses of $95.4 million, including
personnel and other costs of $73.3 million and real estate costs of $22.1 million during the year ended September 30, 2019,
of which $26.5 million was accrued and unpaid at September 30, 2019. In connection with this restructuring plan, the
Company evaluated its real estate portfolio to better align with the ongoing business. The Company identified certain long-
lived assets that were no longer recoverable, and recorded an impairment of $27.4 million in Impairment of long-lived
assets, including goodwill during the fourth quarter of fiscal 2019. Fair value of the long-lived assets was determined
primarily using Level 3 inputs, such as discounted cash flows.
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Table of Contents
During the twelve months ended September 30, 2020, the Company applied for subsidies in accordance with
various government legislations. The Company recognized $23.2 million during fiscal year 2020 as a reduction to cost of
revenues as the expected amount of the subsidy.
17. Reclassifications out of Accumulated Other Comprehensive Loss
The accumulated balances and reporting period activities for the years ended September 30, 2020, 2019 and 2018
related to reclassifications out of accumulated other comprehensive loss are summarized as follows (in millions):
Balances at September 30, 2018
Other comprehensive income (loss) before reclassification
Amounts reclassified from accumulated other comprehensive
loss
Balances at September 30, 2019
$
$
(202.3)
(107.2)
6.8
(302.7)
$
$
Balances at September 30, 2019
Other comprehensive income (loss) before reclassification
Amounts reclassified from accumulated other comprehensive
loss
Balances at September 30, 2020
$
$
(302.7)
(72.5)
32.4
(342.8)
$
$
18. Commitments and Contingencies
Pension
Related
Foreign
Currency
Translation
Adjustments Adjustments
Pension
Related
Foreign
Currency
Translation
Adjustments Adjustments
Loss on
Derivative
Instruments
$
1.2
(17.2)
(502.2)
(46.5)
—
$
(548.7)
3.2
(12.8)
Loss on
Derivative
Instruments
$
(12.8)
(5.3)
(548.7)
(18.6)
—
$
(567.3)
9.5
(8.6)
Accumulated
Other
Comprehensive
Loss
$
$
(703.3)
(170.9)
10.0
(864.2)
Accumulated
Other
Comprehensive
Loss
$
$
(864.2)
(96.4)
41.9
(918.7)
The Company records amounts representing its probable estimated liabilities relating to claims, guarantees,
litigation, audits and investigations. The Company relies in part on qualified actuaries to assist it in determining the level of
reserves to establish for insurance-related claims that are known and have been asserted against it, and for insurance-related
claims that are believed to have been incurred based on actuarial analysis, but have not yet been reported to the Company’s
claims administrators as of the respective balance sheet dates. The Company includes any adjustments to such insurance
reserves in its consolidated results of operations. The Company’s reasonably possible loss disclosures are presented on a
gross basis prior to the consideration of insurance recoveries. The Company does not record gain contingencies until they
are realized. In the ordinary course of business, the Company may not be aware that it or its affiliates are under
investigation and may not be aware of whether or not a known investigation has been concluded.
In the ordinary course of business, the Company may enter into various arrangements providing financial or
performance assurance to clients, lenders, or partners. Such arrangements include standby letters of credit, surety bonds,
and corporate guarantees to support the creditworthiness or the project execution commitments of its affiliates, partnerships
and joint ventures. Performance arrangements typically have various expiration dates ranging from the completion of the
project contract and extending beyond contract completion in certain 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.
At September 30, 2020, the Company was contingently liable in the amount of approximately $529.1 million in
issued standby letters of credit and $6.2 billion in issued surety bonds primarily to support project execution.
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Table of Contents
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 registered 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, 2020, the Company has capital commitments of approximately $22.1 million to the Fund
over the next 8 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
AECOM Energy and Construction, Inc., an Ohio corporation, a former affiliate of the Company (“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 intends to appeal these
decisions by December 30, 2020. Deconstruction, decommissioning and site restoration activities are complete.
On January 31, 2020, the Company completed the sale of its Management Services business to the Purchaser
including the Former Affiliate who worked on the DOE project. The Company and the Purchaser agreed that all future
DOE project claim recoveries and costs will be split 10% to the 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 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.
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New York Department of Environmental Conservation
In September 2017, AECOM USA, Inc. was advised by the New York State Department of Environmental
Conservation (DEC) of allegations that it committed environmental permit violations pursuant to the New York
Environmental Conservation Law (ECL) associated with AECOM USA, Inc.’s oversight of a stream restoration project for
Schoharie County which could result in substantial penalties if calculated under the ECL’s maximum civil penalty
provisions. AECOM USA, Inc. disputes this claim and intends to continue to defend this matter vigorously; however,
AECOM USA, Inc. cannot provide assurances that it will be successful in these efforts. The potential range of loss in
excess of any current accrual cannot be reasonably estimated at this time primarily because the matter involves complex
and unique environmental and regulatory issues; the project site involves the oversight and involvement of various local,
state and federal government agencies; there is substantial uncertainty regarding any alleged damages; and the matter is in
its preliminary stages.
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 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 to the Purchaser
including the Former Affiliate, however, the Refinery Turnaround project, including related claims and liabilities, remained
as part of the Company's self-perform at-risk construction business which is classified within discontinued operations.
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
During the first quarter of fiscal 2020, the Company reorganized its operating and reporting structure to better
align with its ongoing professional services business. This reorganization better reflects the continuing operations of the
Company after the sale of its former Management Services reportable segment and planned disposal of its self-perform at-
risk construction businesses discussed in Note 3. The businesses that comprised the Company's former Management
Services reportable segment and the civil infrastructure, power and oil and gas construction businesses in the former
Construction Services reportable segment were classified as discontinued operations. The former Design and Consulting
Services reportable segment and construction management business in the former Construction Services reportable
segment were reformed around geographic regions. The Americas segment provides planning, consulting, architectural and
engineering design services, and construction management services to commercial and government clients in the United
States, Canada, and Latin America, while the International segment provides similar professional services to commercial
and government clients in Europe, the Middle East, Africa, and the Asia-Pacific regions.
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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. The change in reportable segments was applied to all
periods presented.
The following tables set forth summarized financial information concerning the Company’s reportable segments:
Reportable Segments:
Americas
AECOM
International Capital
(in millions)
Corporate
Total
Fiscal Year Ended September 30, 2020:
Revenue
Gross profit
Equity in earnings of joint ventures
General and administrative expenses
Restructuring costs
Operating income (loss)
Segment assets
Gross profit as a % of revenue
Fiscal Year Ended September 30, 2019:
Revenue
Gross profit
Equity in earnings of joint ventures
General and administrative expenses
Restructuring costs
Gain on disposal activities
Impairment of long lived assets
Operating income (loss)
Segment assets
Gross profit as a % of revenue
Fiscal Year Ended September 30, 2018:
Revenue
Gross profit
Equity in earnings of joint ventures
General and administrative expenses
Operating income (loss)
Segment assets
Gross profit as a % of revenue
Geographic Information:
Long-Lived Assets
Americas
Europe, Middle East, Africa
Asia Pacific
Total
$ 10,131.5
580.5
19.8
—
—
600.3
7,929.3
$ 3,101.7
122.2
14.3
—
—
136.5
2,454.0
5.7 %
3.9 %
$ 10,382.6
511.5
17.7
$ 3,251.7
91.9
13.9
—
—
3.6
(4.4)
105.0
2,247.1
—
—
—
(10.8)
518.4
7,437.3
$
$
6.8
6.9
14.7
(8.6)
—
13.0
198.0
8.2
8.3
17.7
(5.0)
—
—
—
21.0
197.8
$
— $ 13,240.0
709.6
—
48.8
—
(188.6)
(188.3)
381.5
(180.0)
(188.3)
(368.3)
1,573.9
5.4 %
$
— $ 13,642.5
611.7
—
49.3
—
(148.2)
(95.4)
3.6
(24.9)
396.1
(143.2)
(95.4)
—
(9.7)
(248.3)
718.4
4.9 %
2.8 %
4.5 %
$ 10,512.3
403.8
27.1
$ 3,366.0
75.2
7.0
—
82.2
2,353.2
$ — $
—
15.3
(11.2)
4.1
140.6
— $ 13,878.3
479.0
—
49.4
—
(135.8)
392.6
(124.6)
(124.6)
676.9
—
430.9
7,119.9
3.8 %
2.2 %
3.5 %
Fiscal Year Ended
2020
2018
September 30, September 30, September 30,
2019
(in millions)
3,399.1
738.8
272.4
4,410.3
3,733.2
875.8
375.3
4,984.3
3,469.2
745.8
278.3
4,493.3
Long-lived assets consist of noncurrent assets excluding deferred tax assets.
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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 8%, 9%, 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, 2020, 2019 and 2018, respectively.
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21. Quarterly Financial Information—Unaudited
In the opinion of management, the following unaudited quarterly data reflects all adjustments necessary for a fair
statement of the results of operations. All such adjustments are of a normal recurring nature.
Fiscal Year 2020:
Revenue
Cost of revenue
Gross profit
Equity in earnings of joint ventures
General and administrative expenses
Restructuring costs
Income from operations
Other income
Interest expense
Income from continuing operations before taxes
Income tax expense (benefit) for continuing operations
Net income from continuing operations
Net income (loss) from discontinued operations
Net income (loss)
Net income attributable to noncontrolling interests from
continuing operations
Net income attributable to noncontrolling interests from
discontinued operations
Net income attributable to noncontrolling interests
Net income (loss) attributable to AECOM from
continuing operations
Net income (loss) attributable to AECOM from
discontinued operations
Net income (loss) attributable to AECOM
Net income attributable to AECOM per share:
Basic continuing operations per share
Basic discontinued operations per share
Basic earnings per share
Diluted continuing operations per share
Diluted discontinued operations per share
Diluted earnings per share
Weighted average shares outstanding:
Basic
Diluted
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
$
3,235.6
3,069.8
165.8
(in millions, except per share data)
3,189.7
$
3,004.6
185.1
3,245.7
3,076.9
168.8
$
$
3,569.0
3,379.1
189.9
9.9
(43.6)
(44.9)
87.2
4.0
(40.4)
50.8
15.9
34.9
18.2
53.1
(4.0)
(8.5)
(12.5)
30.9
9.7
40.6
0.20
0.06
0.26
0.19
0.06
0.25
157.3
160.6
$
$
$
$
$
$
$
13.5
(41.0)
(31.2)
110.1
2.4
(37.1)
75.4
21.7
53.7
(130.7)
(77.0)
(5.2)
(3.9)
(9.1)
48.5
(134.6)
(86.1)
0.31
(0.85)
(0.54)
0.30
(0.84)
(0.54)
158.6
160.7
$
$
$
$
$
$
$
8.6
(54.5)
(20.3)
118.9
3.1
(35.0)
87.0
(7.2)
94.2
(0.1)
94.1
(3.1)
(1.6)
(4.7)
91.1
(1.7)
89.4
0.57
(0.01)
0.56
0.56
(0.01)
0.55
160.1
161.8
$
$
$
$
$
$
$
16.8
(49.5)
(91.9)
65.3
1.6
(47.5)
19.4
15.3
4.1
(228.0)
(223.9)
(4.2)
(2.2)
(6.4)
(0.1)
(230.2)
(230.3)
—
(1.44)
(1.44)
—
(1.44)
(1.44)
160.0
160.0
$
$
$
$
$
$
$
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Fiscal Year 2019:
Revenue
Cost of revenue
Gross profit
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
$
3,356.3
3,232.9
123.4
(in millions, except per share data)
3,360.2
$
3,206.4
153.8
3,412.6
3,267.8
144.8
$
$
3,513.4
3,323.7
189.7
Equity in earnings of joint ventures
General and administrative expenses
Restructuring costs
Impairment of long-lived assets
Gain on disposal activities
Income from operations
Other income
Interest expense
(Loss) income from continuing operations before
taxes
Income tax (benefit) expense for continuing operations
Net income from continuing operations
Net income (loss) from discontinued operations
Net income (loss)
Net income attributable to noncontrolling interests from
continuing operations
Net income attributable to noncontrolling interests from
discontinued operations
Net income attributable to noncontrolling interests
Net income (loss) attributable to AECOM from
continuing operations
Net income (loss) attributable to AECOM from
discontinued operations
Net income (loss) attributable to AECOM
Net income (loss) attributable to AECOM per share:
Basic continuing operations per share
Basic discontinued operations per share
Basic earnings per share
Diluted continuing operations per share
Diluted discontinued operations per share
Diluted earnings per share
Weighted average shares outstanding:
Basic
Diluted
22. Subsequent Events
$
$
$
$
$
$
$
6.6
(35.9)
(63.3)
—
—
30.8
3.0
(39.4)
(5.6)
(42.5)
36.9
28.2
65.1
(4.9)
(8.6)
(13.5)
32.0
19.6
51.6
0.20
0.13
0.33
0.20
0.12
0.32
$
$
$
$
$
$
$
16.6
(37.4)
(15.9)
—
—
108.1
3.8
(41.4)
70.5
12.2
58.3
35.2
93.5
(6.9)
(8.8)
(15.7)
51.4
26.4
77.8
0.33
0.17
0.50
0.32
0.17
0.49
$
$
$
$
$
$
$
9.2
(37.5)
—
—
—
125.5
4.3
(40.5)
89.3
27.2
62.1
43.3
105.4
(6.1)
(15.6)
(21.7)
56.0
27.7
83.7
0.36
0.17
0.53
0.35
0.17
0.52
$
$
$
$
$
$
$
156.4
159.6
156.6
158.4
157.4
159.8
16.9
(37.4)
(16.2)
(24.9)
3.6
131.7
3.5
(40.2)
95.0
16.6
78.4
(526.4)
(448.0)
(6.8)
(19.4)
(26.2)
71.6
(545.8)
(474.2)
0.45
(3.46)
(3.01)
0.44
(3.39)
(2.95)
157.7
160.9
On October 16, 2020, the Company closed on the sale of its Power construction business to CriticalPoint Capital,
LLC. Prior to the sale, the Power construction business was classified within discontinued operations.
The Company has repurchased approximately 7.0 million shares for approximately $318.7 million since the
beginning of fiscal year 2021.
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AECOM Technology Corporation
Schedule II: Valuation and Qualifying Accounts
(amounts in millions)
Allowance for Doubtful Accounts
Fiscal Year 2020
Fiscal Year 2019
Fiscal Year 2018
Balance at
Beginning
of Year
Additions
Charged to Cost
of Revenue
Other and
Foreign
Deductions(a) Exchange Impact
Balance at
the End of
the Year
$
$
$
56.5
54.2
53.7
$
$
$
37.6
23.9
18.1
$
$
$
(16.4) $
(21.0) $
(16.3) $
0.2
$
(0.6) $
(1.3) $
77.9
56.5
54.2
(a) Primarily relates to accounts written-off and recoveries
117
Table of Contents
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Based on management’s evaluation, with the participation of our Chief Executive Officer (CEO) and Chief
Financial Officer (CFO), our CEO and CFO have concluded that our disclosure controls and procedures as defined in
Rules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act), were effective as
of September 30, 2020 to ensure that information required to be disclosed by us in this Annual Report on Form 10-K or
submitted under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in
the Securities and Exchange Commission rules and forms, and (ii) accumulated and communicated to our management,
including our principal executive and principal financial officer, as appropriate, to allow timely decisions regarding
required disclosures.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial
reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the
Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, the company’s
principal executive and principal financial officers and effected by the company’s board of directors, management and
other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles. Internal control
over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in
reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could
have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Projections of any evaluation of the effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
Our management, with the participation of our CEO and CFO, assessed the effectiveness of our internal control
over financial reporting as of September 30, 2020, the end of our fiscal year. Our management based its assessment on
criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Our management’s assessment included evaluation and testing of the design
and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall
control environment.
Based on our management’s assessment, our management has concluded that our internal control over financial
reporting was effective as of September 30, 2020. Our management communicated the results of its assessment to the
Audit Committee of our Board of Directors.
Our independent registered public accounting firm, Ernst & Young LLP, audited our financial statements for the
fiscal year ended September 30, 2020 included in this Annual Report on Form 10-K, and has issued an audit report with
respect to the effectiveness of the Company’s internal control over financial reporting, a copy of which is included earlier
in this Annual Report on Form 10-K.
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Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the fiscal quarter ended September
30, 2020 identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the
Exchange Act that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
ITEM 9B. OTHER INFORMATION
The Company expects to incur restructuring costs of approximately $30 million to $50 million in fiscal year 2021
primarily related to previously announced restructuring actions that are expected to deliver continued margin improvement
and efficiencies. Total cash costs for the restructuring are expected to be approximately $30 million to $50 million.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Incorporated by reference from our definitive proxy statement for the 2021 Annual Meeting of Stockholders, to be
filed within 120 days of our fiscal 2020 year end.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference from our definitive proxy statement for the 2021 Annual Meeting of Stockholders, to be
filed within 120 days of our fiscal 2020 year end.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDERS MATTERS
Other than with respect to the information relating to our equity compensation plans, which is incorporated herein
by reference to Part II, Item 5, “Equity Compensation Plans” of this Form 10-K, the information required by this item is
incorporated by reference from our definitive proxy statement for the 2021 Annual Meeting of Stockholders, to be filed
within 120 days of our fiscal 2020 year end.
ITEM 13.
INDEPENDENCE
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
Incorporated by reference from our definitive proxy statement for the 2021 Annual Meeting of Stockholders, to be
filed within 120 days of our fiscal 2020 year end.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Incorporated by reference from our definitive proxy statement for the 2021 Annual Meeting of Stockholders, to be
filed within 120 days of our fiscal 2020 year end.
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Table of Contents
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
Documents filed as part of this report:
(1)
(2)
(3)
The Company’s Consolidated Financial Statements at September 30, 2020 and 2019 and for
each of the three years in the period ended September 30, 2020 and the notes thereto, together
with the report of the independent auditors on those Consolidated Financial Statements are
hereby filed as part of this report.
Financial Statement Schedule II—Valuation and Qualifying Accounts for the Years Ended
September 30, 2020, 2019 and 2018.
See Exhibits and Index to Exhibits, below.
(b)
Exhibits.
Incorporated by
Reference (Exchange Act
Filings Located at File
No. 0-52423)
Exhibit
2.1
3.1
3.2
Filing Date
10/17/2019
11/21/2011
8/1/2014
Filed
Herewith
10-K
3.3
11/17/2014
3.1
3.1
3.2
3.2
3.3
3.4
3.5
4.1
4.1
1/9/2015
3/3/2017
11/15/2018
1/29/2007
1/29/2007
1/29/2007
1/29/2007
1/29/2007
10/8/2014
X
Exhibit
Number
Exhibit Description
2.1 Purchase and Sale Agreement, dated as of October 12,
2019, by and between AECOM and Maverick
Purchaser Sub, LLC
Form
8-K
3.1 Amended and Restated Certificate of Incorporation of
10-K
AECOM Technology Corporation.
3.2 Certificate of Amendment to Amended and Restated
Certificate of Incorporation of AECOM Technology
Corporation.
3.3 Certificate of Correction of Amended and Restated
Certificate of Incorporation of AECOM Technology
Corporation.
3.4 Certificate of Amendment to the Company’s Certificate
of Incorporation.
3.5 Certificate of Amendment to the Company’s Certificate
of Incorporation.
S-4
8-K
8-K
3.6 Amended and Restated Bylaws.
3.7 Certificate of Designations for Class C Preferred Stock.
3.8 Certificate of Designations for Class E Preferred Stock.
3.9 Certificate of Designations for Class F Convertible
8-K
Form 10
Form 10
Form 10
Preferred Stock.
3.10 Certificate of Designations for Class G Convertible
Form 10
Preferred Stock.
4.1 Form of Common Stock Certificate.
4.2 Description of Registrant’s Securities
4.3 Indenture, dated as of October 6, 2014, by and among
AECOM Technology Corporation, the Guarantors
party thereto, and U.S. Bank National Association, as
trustee.
Form 10
8-K
120
Table of Contents
Exhibit
Number
Exhibit Description
4.4 First Supplemental Indenture, dated as of October 17,
2014,
among AECOM Technology
Corporation, the guarantors party thereto and U.S.
Bank National Association.
and
by
4.5 Second Supplemental Indenture, dated as of June 3,
2015, by and among AECOM, the guarantors party
thereto and U.S. Bank National Association.
4.6 Third Supplemental Indenture, dated as of June 19,
2015, by and among AECOM, the guarantor party
thereto and U.S. Bank National Association.
4.7 Fourth Supplemental Indenture, dated as of March 13,
2018, by and among AECOM, the guarantors party
thereto and U.S. Bank National Association.
4.8† Indenture, dated March 15, 2012, between URS
Corporation, URS Fox U.S. LP and U.S. Bank
National Association.
4.9† First Supplemental Indenture, dated March 15, 2012,
by and among URS Corporation, URS Fox U.S. LP, the
additional guarantor parties thereto and U.S. Bank
National Association.
4.10† Second Supplemental Indenture, dated March 15,
2012, by and among URS Corporation, URS Fox
U.S. LP, the additional guarantor parties thereto and
U.S. Bank National Association.
4.11† Third Supplemental Indenture, dated as of May 14,
2012, by and among URS Corporation, URS Fox
U.S. LP, the additional guarantor parties thereto and
U.S. Bank National Association.
4.12† Fourth Supplemental
as of
September 24, 2012, by and among URS Corporation,
URS Fox U.S. LP, the additional guarantor parties
thereto and U.S. Bank National Association.
Indenture, dated
4.13 Fifth Supplemental Indenture, dated as of October 17,
2014, by and among AECOM Global II, LLC, URS
Fox U.S. LP and U.S. Bank National Association.
4.14 Indenture, dated as of February 21, 2017, by and
among AECOM, the Guarantors party thereto and U.S.
Bank, National Association, as trustee.
4.15 First Supplemental Indenture, dated as of March 13,
2018, by and among AECOM, the guarantors party
thereto and U.S. Bank National Association.
121
Incorporated by
Reference (Exchange Act
Filings Located at File
No. 0-52423)
Form
10-K
Exhibit
4.10
Filing Date
11/17/2014
Filed
Herewith
S-4
S-4
8-K
8-K
8-K
4.3
7/6/2015
4.4
7/6/2015
10.2
3/14/2018
4.01
3/20/2012
4.02
3/20/2012
8-K
4.03
3/20/2012
8-K
4.6
5/18/2012
8-K
4.2
9/26/2012
10-K
4.8
11/17/2014
8-K
8-K
4.1
2/21/2017
10.3
3/14/2018
Table of Contents
Exhibit
Number
Exhibit Description
4.16 Credit Agreement, dated as of October 17, 2014,
among AECOM Technology Corporation and certain
of its subsidiaries, as borrowers, certain lenders, Bank
of America, N.A., as Administrative Agent, Swing
Line Lender and L/C Issuer, MUFG Union Bank, N.A.,
BNP Paribas, JPMorgan Chase Bank, N.A., and the
Bank of Nova Scotia, as Co-Syndication Agents, and
BBVA Compass, Credit Agricole Corporate and
Investment Bank, HSBC Bank USA, National
Association, Sumitomo Mitsui Banking Corporation
and Wells Fargo Bank, National Association, as Co-
Documentation Agents.
4.17 Amendment No. 1 to the Credit Agreement, dated as of
July 1, 2015, by and among AECOM and certain of its
subsidiaries, as borrowers, certain lenders, Bank of
America, N.A., as Administrative Agent, Swing Line
Lender and L/C Issuer.
4.18 Amendment No. 2 to Credit Agreement, dated as of
December 22, 2015, among the Company, the Lenders
party
thereto, and Bank of America, N.A., as
Administrative Agent, Swing Line Lender, and an L/C
Issuer.
4.19 Amendment No. 3
to Credit Agreement and
Amendment No. 1 to the Security Agreement, dated as
of September 29, 2016, among the Company, the
Lenders party thereto, and Bank of America, N.A., as
Administrative Agent, Swing Line Lender, and an L/C
Issuer.
4.20 Amendment No. 4 to Credit Agreement dated as of
March 31, 2017, among the Company, the Lenders
party
thereto, and Bank of America, N.A., as
Administrative Agent, Swing Line Lender, and an L/C
Issuer.
4.21 Amendment No. 5 to Credit Agreement dated as of
March 13, 2018, among AECOM, the Lenders party
thereto, and Bank of America, N.A., as Administrative
Agent, Swing Line Lender, and an L/C Issuer.
4.22 Amendment No. 6 to Credit Agreement, dated as of
November 12, 2018, among AECOM, the Lenders
party
thereto, and Bank of America, N.A., as
Administrative Agent, Swing Line Lender, and an L.C.
Issuer
4.23 Amendment No. 7 to Credit Agreement, dated as of
January 28, 2020, by and among AECOM, each
borrower and guarantor party thereto, the lenders party
thereto, and Bank of America, N.A, as administrative
agent
122
Incorporated by
Reference (Exchange Act
Filings Located at File
No. 0-52423)
Form
8-K
Exhibit
10.1
Filing Date
10/17/2014
Filed
Herewith
8-K
10.1
7/7/2015
8-K
10.1
12/22/2015
8-K
10.1
9/30/2016
8-K
10.1
4/6/2017
8-K
10.1
3/14/2018
10-K
4.21
11/13/2018
8-K
10.1
2/3/2020
Table of Contents
Exhibit
Number
Exhibit Description
4.24 Fifth Supplemental Indenture, dated as of April 23,
2020, by and among AECOM, the guarantors party
thereto and U.S. Bank National Association.
4.25 Second Supplemental Indenture, dated as of April 23,
2020, by and among AECOM, the guarantors party
thereto and U.S Bank National Association.
4.26 Amendment No. 8 to the Credit Agreement, dated as of
May 1, 2020, by and among AECOM, each borrower
and guarantor party thereto, the lenders party thereto,
and Bank of America, N.A., as of administrative agent.
10.1# AECOM Technology Corporation Change in Control
Severance Policy for Key Executives
10.2# Employment Agreement between AECOM Technology
Corporation and Randall A. Wotring, dated as of
January 1, 2015.
10.3# Amended and Restated 2006 Stock Incentive Plan.
10.4# Form of Stock Option Standard Terms and Conditions
under 2006 Stock Incentive Plan.
10.5# Form of Restricted Stock Unit Standard Terms and
Conditions under 2006 Stock Incentive Plan.
10.6# Standard Terms and Conditions for Performance
Earnings Program under AECOM Technology
Corporation 2006 Stock Incentive Plan.
Incorporated by
Reference (Exchange Act
Filings Located at File
No. 0-52423)
Form
10-Q
Exhibit
10.1
Filing Date
5/6/2020
Filed
Herewith
10-Q
10.2
5/6/2020
10-Q
10.3
5/6/2020
10-Q
10-Q
10.1
10.2
2/7/2018
2/11/2015
Schedule 14A Annex B
10.1
1/21/2011
12/5/2008
8-K
8-K
8-K
10.2
12/21/2012
10.3
12/5/2008
10.7# AECOM Amended & Restated 2016 Stock Incentive
Schedule 14A Annex B
1/19/2017
Plan.
10.8# Form Standard Terms and Conditions for Restricted
Stock Units for Non-Employee Directors under the
2016 Stock Incentive.
10.9# Form Standard Terms and Conditions for Restricted
Stock Units under the 2016 Stock Incentive Plan.
10.10# Form Standard Terms and Conditions for Performance
Earnings Program under the 2016 Stock Incentive Plan.
10.11# Form Standard Terms and Conditions for Non-
the 2016 Stock
Qualified Stock Options under
Incentive Plan.
10.12# Standard Terms and Conditions for Performance
Earnings Program and Performance Criteria.
10.13# AECOM Technology Corporation Executive Deferred
Compensation Plan.
10-Q
10.3
5/11/2016
10-Q
10-Q
10-Q
8-K
8-K
10.4
10.5
10.6
5/11/2016
5/11/2016
5/11/2016
10.1
12/15/2016
10.1
12/21/2012
10.14# First Amendment to the AECOM Executive Deferred
10-Q
10.3
2/10/2016
Compensation Plan.
10.15# AECOM Technology Corporation Executive Incentive
Schedule 14A Annex A
1/22/2010
Plan.
10.16# Letter Agreement, dated as of March 6, 2014, by and
among AECOM Technology Corporation and Michael
S. Burke.
8-K
10.1
3/12/2014
123
Table of Contents
Exhibit
Number
Exhibit Description
10.17# Letter Agreement, dated as of May 8, 2018 between
AECOM and Michael S. Burke.
10.18# Form of Special LTI Award Stock Option Terms and
Conditions under the 2006 Stock Incentive Plan.
10.19# AECOM Retirement & Savings Plan (amended and
restated effective July 1, 2016).
Incorporated by
Reference (Exchange Act
Filings Located at File
No. 0-52423)
Exhibit
10.1
Filing Date
5/9/2018
10.2
10.1
3/12/2014
8/10/2016
Form
10-Q
8-K
10-Q
Filed
Herewith
10.20# AECOM Amended and Restated Employee Stock
DEF 14A
Annex A
1/23/2019
Purchase Plan.
10.21# Change in Control Severance Agreement, dated as of
August 23, 2019, by and between AECOM
Management Services Inc. and John Vollmer.
10.22# Retention and Completion Bonus Award Agreement,
effective as of August 23, 2019, by and between
AECOM and John Vollmer.
10.23# Form Standard Terms and Conditions for Performance
Earnings Program under the 2016 Stock Incentive Plan
(Fiscal Year 2019)
10.24# Form Standard Terms and Conditions for Performance
Earnings Program under the 2016 Stock Incentive Plan
(Fiscal Year 2020)
10.25 Agreement, dated as of November 22, 2019, by and
among AECOM and Starboard Value LP and the other
parties set forth therein
10.26# Letter Agreement between AECOM and Michael S.
Burke effective November 22, 2019
10.27# Separation and Release Agreement between AECOM
and Carla J. Christofferson dated November 27, 2019
10.28# Letter Agreement between AECOM and Michael S.
Burke effective March 11, 2020
8-K
8-K
10.1
8/23/2019
10.2
8/23/2019
10-Q
10.1
2/6/2019
10-Q
10.1
2/5/2020
8-K
10.1
11/22/2019
10-Q
10-Q
10-Q
10.3
10.4
10.4
2/5/2020
2/5/2020
5/6/2020
10.29# AECOM 2020 Stock Incentive Plan
10.30# Letter Agreement between AECOM and W. Troy Rudd
DEF 14A
10-Q
Annex A
10.1
1/23/2020
8/5/2020
dated June 13, 2020
10.31# Letter Agreement between AECOM and Lara Poloni
dated June 13, 2020
10.32# Senior Leadership Severance Plan
10.33# Employment Agreement, dated October 19, 2020, by
and between AECOM Australia Pty Ltd and Lara
Poloni
10.34# Separation and Release Agreement, dated as of
October 2, 2020, by and between AECOM and Steve
Morriss
10.35# Separation and Release Agreement, dated October 2,
2020, by and between AECOM and Randall A.
Wotring
21.1 Subsidiaries of AECOM.
23.1 Consent of Independent Registered Public Accounting
Firm.
31.1 Certification of the Company’s Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
124
10-Q
10-Q
10.2
10.3
8/5/2020
8/5/2020
X
X
X
X
X
X
Table of Contents
Exhibit
Number
Exhibit Description
31.2 Certification of the Company’s Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
32* Certification of the Company’s Chief Executive Officer
and Chief Financial Officer pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
95 Mine Safety Disclosure.
101 The
from
financial
following
statements
the
Company’s Annual Report on Form 10-K for the year
ended September 30, 2020 were formatted in iXBRL
(Inline eXtensible Business Reporting Language): (i)
Consolidated Balance Sheets,
(ii) Consolidated
Statements of Operations, (iii) Consolidated Statements
of Comprehensive Income (Loss), (iv) Consolidated
Statements of Stockholders’ Equity, (v) Condensed
Consolidated Statements of Cash Flows, and (vi) the
Notes
Financial
Statements, tagged as blocks of text and including
detailed tags.
to Condensed Consolidated
104 The cover page from the Company’s Annual Report on
Form 10-K for the year ended September 30, 2020,
formatted in Inline XBRL.
# Management contract or compensatory plan or arrangement.
* Document has been furnished and not filed.
Incorporated by
Reference (Exchange Act
Filings Located at File
No. 0-52423)
Form
Exhibit
Filing Date
Filed
Herewith
X
X
X
X
X
†
Indicates a material agreement previously filed by URS Corporation, a public company acquired by AECOM on
October 17, 2014.
ITEM 16. FORM 10-K SUMMARY
None.
125
Table of Contents
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURE
AECOM
By:
Date:
/s/ GAURAV KAPOOR
Gaurav Kapoor
Chief Financial Officer
(Principal Financial Officer)
November 18, 2020
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant in the capacities and on the date indicated.
Signature
Title
Date
/s/ W. TROY RUDD
W. Troy Rudd
Chief Executive Officer
(Principal Executive Officer)
November 18, 2020
/s/ GAURAV KAPOOR
Gaurav Kapoor
/s/ BRADLEY W. BUSS
Bradley W. Buss
/s/ ROBERT G. CARD
Robert G. Card
/s/ JACQUELINE C. HINMAN
Jacqueline C. Hinman
/S/ STEVEN A. KANDARIAN
Steven A. Kandarian
/s/ ROBERT J. ROUTS
Robert J. Routs
/s/ CLARENCE T. SCHMITZ
Clarence T. Schmitz
/s/ DOUGLAS W. STOTLAR
Douglas W. Stotlar
/s/ DANIEL R. TISHMAN
Daniel R. Tishman
/s/ GEN. JANET C. WOLFENBARGER, USAF
RET.
Gen. Janet C. Wolfenbarger, USAF Ret.
Chief Financial Officer
(Principal Financial
Officer, Principal Ac-
counting Officer)
Director
Director
Director
Director
Director
Director
November 18, 2020
November 18, 2020
November 18, 2020
November 18, 2020
November 18, 2020
November 18, 2020
November 18, 2020
Director (Chairman)
November 18, 2020
November 18, 2020
November 18, 2020
Director
Director
126
Exhibit 4.2
DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED
PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
As of September 30, 2020, AECOM (the “Company,” “we,” “us” or “our”) has one class of securities registered under Section
12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our common stock, par value $0.01 per share (“Common
Stock”).
The summary of the general terms and provisions of the Common Stock set forth below does not purport to be complete and is
subject to and qualified by reference to the Company’s Amended and Restated Certificate of Incorporation, as amended by the
Certificates of Amendment thereto (as amended, the “Certificate”), and Amended and Restated Bylaws (“Bylaws”), each of which is
incorporated by reference as exhibits to the Annual Report on Form 10-K. For additional information, please read the Certificate and
Bylaws and the applicable provisions of the General Corporation Law of Delaware (the “DGCL”).
Description of Common Stock
General. The Certificate authorizes us to issue 300,000,000 shares of Common Stock. Subject to the rights pertaining to any
series of preferred stock, in the event of our liquidation, holders of our Common Stock are entitled to share ratably in our assets legally
available for distribution after the payment of our debts. The shares of Common Stock have no preemptive, subscription, conversion or
redemption rights. Subject to the rights of the holders of preferred stock, the holders of the Common Stock are entitled to receive
dividends, when, as and if declared by our Board of Directors (the “Board”), from funds legally available for such dividend payments.
Delaware Law. We are subject to the provisions of Section 203 of the DGCL. In general, Section 203 prohibits a publicly held
Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the
date on which the person becomes an interested stockholder, unless (i) prior to the time that such stockholder becomes an interested
stockholder, the Board of Directors approves such transaction or business combination, (ii) the stockholder acquires more than 85% of
the outstanding voting stock of the corporation (excluding shares held by directors who are officers or held in employee stock plans)
upon consummation of such transaction, or (iii) at or subsequent to the time such stockholder becomes an interested stockholder, the
business combination is approved by the Board of Directors and by two-thirds of the outstanding voting stock of the corporation
(excluding shares held by the interested stockholder) at a meeting of stockholders (and not by written consent). A “business
combination” includes a merger, asset sale or other transaction resulting in a financial benefit to such interested stockholder. For purposes
of Section 203, “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years prior, did
own) 15% or more of the corporation’s voting stock.
Certificate of Incorporation and Bylaws. Various provisions of our Certificate and Bylaws, which are summarized in the
following paragraphs, may be deemed to have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt
that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the
shares held by stockholders.
No Cumulative Voting. The DGCL provides that stockholders are denied the right to cumulate votes in the election of directors
unless our Certificate provides otherwise. Our Certificate does not expressly address cumulative voting.
No Stockholder Action by Written Consent; Calling of Special Meetings of Stockholders. Our Certificate prohibits stockholder
action by written consent. Our Bylaws also provide that special meetings of our stockholders (i) may be called at any time by the Board
or by a committee of the Board which has been duly designated by the Board and whose powers and authority, as expressly provided in a
resolution of the Board, include the power to call such meetings, and (ii) must be called by the Chairman of the Board or the Secretary of
the Company upon the request of one or more persons that own at least 25% of the outstanding shares of the Company that are entitled to
vote on the matter(s) to be brought before the proposed special meeting as of the record date fixed in accordance with the Bylaws,
provided the requesting stockholder(s) satisfy the requirements specified in the Bylaws.
Voting Rights. A majority of the outstanding shares entitled to vote on a matter, represented in person or by proxy, constitutes
a quorum at any meeting of stockholders except as otherwise provided by applicable law or by the Certificate. Prior to the Company’s
2020 annual meeting of stockholders, at any meeting of stockholders for the election of directors, when a quorum is present, a plurality
of the votes of the shares of the Company present in person or represented by proxy at the meeting and entitled to vote on the election of
directors at such meeting of stockholders is sufficient to elect directors. Commencing with the Company’s 2020 annual meeting of
stockholders, at any meeting of stockholders for the election of directors, including the 2020 annual meeting, each director will be
elected by a majority of the votes cast; provided that, if the election is contested, the directors will be elected by a plurality of the votes
cast. In all other matters, when a quorum is present at any meeting, the affirmative vote of the holders of a majority of the shares of
capital stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter at such meeting of
stockholders shall decide any question brought before such meeting, unless the question is one upon which by express provision of
applicable law or of the Certificate or the Bylaws, a different vote is required, in which case such express provision shall govern and
control the decision of such matter.
Unless otherwise provided in the Certificate, each stockholder entitled to vote at any meeting of the stockholders shall be
entitled to one vote (in person or by proxy) for each share held by such stockholder which has voting power upon the matter in question.
Proxy Access Provision of Our Bylaws. The Bylaws permit a stockholder, or a group of up to 20 stockholders, owning 3% or
more of the Company’s outstanding common stock continuously for at least three years to nominate and include in the Company’s proxy
materials director nominees not to exceed the greater of (i) 20% of the Board or (ii) two directors, provided that the stockholder(s) and
the nominee(s) satisfy the procedural and eligibility requirements specified in the Bylaws.
Advance Notice Requirements for Stockholder Proposals and Director Nominations. Our Bylaws provide that stockholders
seeking to bring business before an annual meeting of stockholders must provide timely notice of their proposal in writing to the
corporate secretary. To be timely, a stockholder’s notice must be delivered or mailed and received at our principal executive offices not
less than 90 nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting of stockholders. Our Bylaws
also specify requirements as to the form and content of a stockholder’s notice. These provisions may impede stockholders’ ability to
bring matters before an annual meeting of stockholders or make nominations for directors at an annual meeting of stockholders.
Annual Election of Directors. We do not have a classified board of directors. The full Board is subject to re-election at each
annual meeting of our stockholders.
Limitations on Liability and Indemnification of Officers and Directors. The DGCL authorizes corporations to limit or
eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’
fiduciary duties. Our Certificate includes a provision that eliminates the personal liability of directors for monetary damages for actions
taken as a director, except for liability:
●
●
●
●
for breach of duty of loyalty;
for acts or omissions not in good faith or involving intentional misconduct or knowing violation of law;
under Section 174 of the DGCL (unlawful dividends); or
for transactions from which the director derived improper personal benefit.
Our Bylaws provide that we must indemnify our directors and officers to the fullest extent authorized by the DGCL. We are also
expressly authorized to carry directors’ and officers’ insurance providing indemnification for our directors, officers and certain
employees for some liabilities. We believe that these indemnification provisions and insurance are useful to attract and retain qualified
directors and officers.
-2-
The limitation of liability and indemnification provisions in our Certificate and Bylaws may discourage stockholders from
bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the
likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and
our stockholders.
Authorized But Unissued Shares. Subject to the requirements of any stock exchange on which shares of our Common Stock
may be listed, our authorized but unissued shares of Common Stock will be available for future issuance without the approval of holders
of Common Stock. We may use these additional shares for a variety of corporate purposes, including future offerings to raise additional
capital, corporate acquisitions and employee benefit plans.
Listing. The Common Stock is traded on the New York Stock Exchange under the trading symbol “ACM.”
-3-
Exhibit 10.33
EMPLOYMENT AGREEMENT (Agreement)
between
AECOM AUSTRALIA PTY LTD (the COMPANY)
and
LARA POLONI
1. Date of Commencement
Your commencement date with the Company is August 15, 2020 and your employment will continue until terminated by either party in
accordance with this Agreement. The Company recognises your prior service from 14 June 1994 for the purposes of all service-related
entitlements, with the exception of severance entitlements which are covered by the AECOM Change in Control Severance Policy for Key
Executives and the AECOM Senior Leadership Severance Plan. Your employment is conditional upon you being an Australian citizen,
holding current Australian residency or valid visa status for eligibility to work in Australia. You agree that the offer letter dated 13 June
2020 issued by the Company’s U.S. entity to you as well as any other employment agreement you previously entered with the Company
or its parents/subsidiaries/affiliates (if any) is here by superseded and will terminate automatically and without the provision of notice or
any entitlement to compensation upon the commencement of your employment with the Company pursuant to this Agreement, except that
the last paragraph on page one (1) in the 13 June 2020 offer letter that sets forth the 2021 Fiscal Year long term inventive (“LTI”) award
opportunity shall remain in effect.
2. Position and Reporting
You are assigned to the full-time permanent position of President of AECOM, a Delaware corporation (“AECOM”), which is with the
ultimate parent of the Company.
In this capacity, you will initially be based in our Melbourne office, reporting to the Chief Executive Officer of AECOM (your Manager).
The Company is a global company and as such project work may require you to travel to other locations within Australia or overseas
and/or perform work for any of AECOM’s related entities as may be necessary for the proper performance of your duties.
3. Remuneration
The Company will pay to you a Total Fixed Remuneration (TFR) per annum as detailed below. This TFR covers all work required to be
carried out by you in your position. Your TFR includes an annual base salary plus compulsory superannuation contributions, as well as the
total cost (including consequential fringe benefits tax) of all other benefits provided to you and as may be agreed between you and the
Company from time to time.
Annual Base Salary (Gross) AUD $1,042,500, subject to the deduction of applicable taxation
(the equivalent of US$750,000 per annum, based on an exchange rate of 1:1.39 (USD:AUD)); the
Company will examine the currency exchange rate in our around January of each year starting in
January 2022 or as otherwise mutually agreed or as determined by
the
Compensation/Organization Committee of the AECOM Board of Directors (the “Compensation
Committee”).
The Base Salary may be subject to temporary salary reductions consistent with any policy or similar actions as applicable to executive
officers of AECOM generally. Any reduction in Base Salary will be set out in a variation letter to this Agreement which will be executed by
the parties in writing.
The Company undertakes and guarantees to you that it will pay to you the TFR identified in this Agreement, which is an amount of annual
earnings in relation to the performance of work during your period of employment and which exceeds the high-income threshold. You
accept and agree to this undertaking and the amount of earnings specified in the base salary and remuneration and, as a result, agree
that no modern award applies to you during your employment with the Company. This undertaking constitutes a guarantee of annual
earnings for the purpose of section 330 of the Fair Work Act 2009 (Cth).
From time to time, costs associated with your remuneration (including fringe benefits tax liability or superannuation contributions) may
alter. If this occurs, the Company may at its sole discretion (subject to legislative obligations) change components of your remuneration
package, including base salary, so as to have the effect that the total
Page 1 of 10
Initials
cost to the Company of providing the components of the package is equivalent to, and does not result in any increase to, the TFR.
You will be eligible to participate in the AECOM Executive Incentive Plan (Incentive Plan) as in effect from time to time, with a 2021 fiscal
year target award opportunity of up to 110% of Base Salary. The Company’s determination of whether or not to pay you any amount under
the plan, the eligibility criteria for and the amount and timing of such incentive payment will be determined by the Compensation
Committee in its sole discretion subject to your achievement of performance goals and the terms of the Incentive Plan. You have no
contractual right to receive an incentive payment and the rules of the Incentive Plan do not form part of this Agreement. The Company
reserves the right to vary, amend, discontinue or withdraw the Incentive Plan at any time it deems fit, at its sole discretion, including to cap
or limit the amount of any payment to you and for any changes to have retrospective effect. If your employment under this Agreement is
terminated, or if you are serving any period of notice of termination as at the payment date, you are not entitled to any payment pursuant
to the Incentive Plan or part thereof.
You will also be eligible to participate in AECOM’s employee benefit plans as in effect from time to time that are available to other
executive officers of AECOM, including AECOM’s Change in Control Severance Policy for Key Executives and AECOM’s Senior
Leadership Severance Plan (the “Pre-CIC Severance Plan”), as in effect from time to time. No such plans form part of this Agreement. The
Company reserves the right to vary, amend, discontinue or withdraw such plans at any time it deems fit, at its sole discretion, including to
cap or limit the amount of any payment to you under such plans and for any changes to have retrospective effect.
The Company will pay your annual base salary on or before the 15th of each month by electronic funds transfer into your nominated bank
or building society account.
Remuneration Review
Your TFR will be reviewed by your Manager annually taking into account your performance and contribution, the business results of
AECOM and market conditions. Any increase in your TFR is at the sole discretion of the Company. There is no obligation on the Company
to award any increase to your TFR following any review.
4. Superannuation
The Company will make superannuation contributions for you at the rate required under the Superannuation Guarantee (Charge) Act 1992
(Cth) to avoid a charge.
As AECOM manages total fixed remuneration the amount of superannuation contributions made by the Company on your behalf may
change in accordance with future legislative changes to the compulsory superannuation contribution rate.
You may nominate a complying superannuation fund in accordance with applicable legislation. If you do not make a nomination, the
Company will make all required superannuation contributions on your behalf to its default fund, which is currently the AMP AECOM
Australia Signature Superannuation Fund. This fund may change at the Company’s election from time to time. A Standard Choice form
must be completed and returned upon acceptance of this offer.
If you elect the Company superannuation fund, you will be provided with temporary salary continuance in the event of a serious injury or
illness, with a benefit of up to 75% of your superannuation salary (subject to eligibility for benefits under the Fund being established). If
eligible for benefits a three (3) month waiting period applies. Full details will be provided upon commencement of employment and if you
make the necessary election.
5. Hours of Work
Your weekly hours of work are 38 hours per week, Monday to Friday, plus any reasonable additional hours as are necessary and
reasonable to perform your duties and responsibilities (not including an unpaid meal break each day). Start and finish times should be
discussed and agreed with your manager.
Your remuneration has been set at a level to compensate you for all hours worked, including all such reasonable additional hours and you
acknowledge that no additional payment will be made for time worked in excess of 38 hours per week.
6. Fitness for Work
From time to time the Company may lawfully and reasonably direct you to attend a doctor or other health professional nominated by the
Company for the purpose of having a medical examination to ascertain your fitness or capacity to undertake your duties and/or undertake
medically supervised tests (e.g. drug alcohol, general fitness) to determine a level of “fitness for work”. Such tests may also be required by
our clients from time to time in order to fulfil contractual, industrial or Workplace Health & Safety obligation. You authorise the Company to
obtain a copy of any reports and the results of any tests undertaken in respect of any such medical examinations or fitness for work tests.
Page 2 of 10
Initials
7. Responsibilities
In carrying out your duties it is your responsibility to perform the duties assigned to you to the best of your ability and knowledge; act in the
Company’s best interests and use your best efforts to promote the interests of the Company. You are expected to comply with all lawful
and reasonable directions of the Company; all law applicable to your position and the duties assigned to you.
8. Leave Entitlements
The leave entitlements detailed below are subject to the notice and evidence requirements of the Fair Work Act 2009 (Cth) and/or as
detailed in the Company’s leave policy as amended from time to time which forms a lawful and reasonable direction with which you must
comply but does not form part of this Agreement.
Annual Leave - You are entitled to annual leave in accordance with the Fair Work Act 2009 (Cth). The remainder of this paragraph
summarises the key aspects of your annual leave entitlements under the Act. You are entitled to four (4) weeks’ paid annual leave for
each year of service in accordance with the Fair Work Act 2009 (Cth) as amended from time to time. Subject to this Agreement, annual
leave is to be taken at a time agreed to between you and the Company or, failing agreement at a time specified by the Company. Annual
leave accrues progressively during a year of service according to your ordinary hours of work and is cumulative.
Christmas Closure - Project commitments permitting, it is currently the practice of the Company’s offices to close for a period of time
around Christmas and New Year. Accordingly, you may be directed by the Company to take annual leave during any shutdown period over
the Christmas/New Year period or where you have accrued an excessive annual leave balance. You will be required to utilise your accrued
annual leave to cover the non-public holiday days during this shutdown period. New employees with insufficient annual leave may be
permitted to take un-accrued annual leave to be re-credited in the following calendar year.
Long Service Leave - You will be entitled to long service leave in accordance with the applicable legislation in the State or Territory that is
your primary place of employment.
Public Holidays - You are entitled to the gazetted public holidays, which fall on your standard work days, in the State or Territory that is
your primary place of employment being the office location identified in the Position and Reporting section of this Agreement, unless your
primary place of employment changes due to relocation at the request of the Company.
Personal/Carer’s Leave - You are entitled to personal leave in accordance with the Fair Work Act 2009 (Cth). The remainder of this
paragraph summarises the key aspects of your personal leave entitlements under this Act. You are entitled to ten (10) days’ of paid
personal leave for each year of service. This leave can be used in circumstances of personal illness or injury, or to provide care and
support to a member of your immediate family or a member of your household as a result of a personal illness or injury or an unexpected
emergency affecting the member. Paid personal leave accrues progressively during a year of service according to your ordinary hours of
work and is cumulative. Where your paid personal leave entitlement is otherwise exhausted, you are also entitled to up to two
(2) days of unpaid carer’s leave (per occasion). On termination you are not entitled to any payment in lieu of accrued but untaken personal
leave.
Compassionate Leave – You are entitled to up to two (2) days paid compassionate leave for each occasion where a member of your
household or immediate family passes away or contracts a personal illness or injury which poses a serious threat to life.
Study Leave - Study leave is available for employees undertaking approved secondary and tertiary studies in an area directly linked to
your profession and career path. Study leave of up to four (4) days per academic year may be approved by your Manager on a case-by-
case basis, and the granting of study leave is at the Company’s sole discretion
Parental Leave – You are entitled to unpaid parental leave in accordance with the Fair Work Act 2009 (Cth). After completing six (6)
months of continuous service you will be entitled to paid parental leave in accordance with the Company’s Parental Leave Guide.
Community Service Leave – You are entitled to community service leave in accordance with the Fair Work Act 2009 (Cth).
You are required to notify the Company as soon as reasonably practicable, preferably before your usual time for commencement of work
on the day of your inability to attend work for any reason, including due to a need to take personal leave. If requested to do so, you must
supply the Company with evidence that supports your reason to take the type of leave requested, for example, a medical certificate or a
statutory declaration.
Family and Domestic Violence Leave – You are entitled to Family and Domestic Violence leave in accordance with the Fair Work Act 2009
(Cth) and in accordance with the Company Family and Domestic Violence Leave Policy.
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9. Policies, Procedures and Guidelines
The Company’s policies, procedures and guidelines as prescribed, amended and published from time to time are not incorporated into and
do not form part of this Agreement, nor do they impose contractual obligations on the Company or give rise to contractual rights
enforceable by you.
Some of the Company’s policies, procedures and guidelines, including those of our parent company “AECOM”, such as but not limited to
the Code of Conduct, Clawback Policy, Good Working Relationships, Insider Trading, Electronic Communications and the Safety, Health &
Environment policies, place obligations on you as an employee of the Company. Where such obligations arise, it is a condition of your
employment with the Company and under this Agreement that you comply with these obligations as a lawful and reasonable direction
issued to you by the Company.
You are also obliged under this Agreement to undertake related training in relation to such policies, procedures and guidelines as
requested from time to time.
Policies, procedures and guidelines may be added to, modified or withdrawn at any time and in the event that there is a conflict between
this Agreement and the policies, procedures and guidelines this Agreement will prevail. Failure to comply with the Company’s policies,
procedures and guidelines may be taken into account in assessing your performance and your conduct as an employee. Conduct which is
in breach of policies, procedures or guidelines or refusing to undertake training in relation to policies, procedures or guidelines, may in
particular cases justify disciplinary action, up to and including termination of employment without notice or without payment in lieu of
notice. You should therefore ensure that you are familiar with the Company’s policies, and procedures and guidelines, which can be
obtained from the company’s intranet, your Manager or the Human Resources team.
10. Company Equipment
All equipment provided to you by the Company during your employment, including mobile phones, BlackBerry/PDA devices and
computers remain the property of the Company and must be returned to the Company upon the end of your employment.
11. Privacy
For the purpose of this clause, “personal information”, including “health information” and “sensitive information” have the same meaning as
in the Privacy Act 1988 (Cth).
You consent to the Company, its related entities and each person to whom you have disclosed personal information, collecting, using and
disclosing personal information for any purpose relating to their business or your employment in accordance with the Privacy Act 1988
(Cth). Information concerning your employment may be shared, when required for a direct business purpose or as instructed by a
government agency or court order.
12. Conflict of Interest
You represent and acknowledge that the offer and acceptance of employment with the Company will not place you or have the potential to
place you in a situation of conflict of interest or duty or potential of conflict of interest or duty with the offered position. If you have any legal
or contractual obligation which may preclude or impose restrictions on your potential employment with the Company, you must disclose
this to the Company prior to your acceptance.
During your employment you must not allow a situation to arise which places you in a situation, or potential situation, of conflict of interest
or duty with your position at the Company. During your employment, you must not, without the prior written consent of the Company,
undertake any appointment or position (including any directorship) or other paid work or time-consuming unpaid work, or advise or provide
services to, or be engaged, or associated with any business or activity (including a business on your own account) that:
a) results in your performing activities similar to your duties and responsibilities under this Agreement; ;
b) results in the business or activity competing with the Company;
c) adversely affects the Company or its reputation; or
d) hinders the performance of your duties.
You must not accept any payment or other benefit from any person as an inducement or reward for any act or omission in connection with
the business and affairs of the Company or the duties assigned to you by the Company from time to time.
If a situation arises whereby you believe you have, or have the potential to have, a conflict of interest or duty:
a) you must immediately advise your Manager of the situation; and
b) you must take all reasonable steps to avoid the conflict or potential conflict and follow all reasonable directions of your Manager
in that regard.
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13. Confidentiality
During your employment and following termination of your employment, you will keep confidential all Confidential Information. Confidential
Information means all information which is confidential to the AECOM, the Company, and their Affiliates (collectively “AECOM Group”),
including trade secrets, information concerning the market within which the AECOM Group operates, technical information concerning the
AECOM’s products or the materials used by AECOM Group in its business, information about the AECOM’s financial performance,
customer lists and customer information, information concerning the Company’s markets, business projections, business plans and
business forecasts concerning the AECOM Group’s performance or likely future activity and/or any other information which is confidential
to the business affairs of the AECOM Group or its suppliers and customers and/or employees and which is not in the public domain.
You further agree that during your employment with the Company you will not improperly use or disclose any Executive Restricted
Information which includes proprietary or confidential information or trade secrets of any person or entity with whom you have an
agreement or duty to keep such information or secrets confidential.
You must not during or at any time after your employment with the Company ends, disclose or publish any Confidential Information and
you must use your best endeavours to prevent the disclosure or publication of the Confidential Information to any person except if it falls
within one of the following exceptions:
e) the disclosure if required by law;
f) the prior written consent of the AECOM Group is obtained to the disclosure; or
g) the disclosure is in the proper performance of your duties to the AECOM Group’s agents, employees or advisers who enter into
an undertaking of confidentiality reasonably required by the AECOM Group.
You must not make a copy or other record of Confidential Information except in the proper performance of your duties.
You will:
a) upon termination of your employment with the Company, or at any time at the request of AECOM or the Company, immediately
deliver to AECOM or the Company all documents or other things in your possession, custody or control on which any
Confidential Information is stored or recorded, whether in writing or in electronic or other form; or
b) if requested by AECOM or the Company, instead of delivering the Confidential Information to the AECOM or Company, destroy
the Confidential Information (in the case of data stored electronically or in other form, by erasing it from the media on which it is
stored such that it cannot be recovered or in any way reconstructed or reconstituted) and certify in writing to AECOM or the
Company that the Confidential Information, including all copies, has been destroyed.
14. Intellectual Property Rights
You acknowledge that the Company is the absolute owner of all Intellectual Property rights in the Works.
You must disclose to the Company all Works whether capable of attracting Intellectual Property rights or not. All existing and future
Intellectual Property rights, title and interest created or developed by you in connection with your employment (whether alone or with
others and whether created during or outside of work hours) are vested in the Company. You will undertake all acts and things required to
secure Intellectual Property rights of the Company, including assigning to the Company all your existing and future Intellectual Property
rights in the Works (whether during or after the cessation of your employment), applying, executing any instrument and undertaking to do
all things reasonably requested by the Company to vest the registration of title or other similar protection to the Company and ensuring all
Intellectual Property rights in the Works become the absolute property of the Company.
You consent to any act or omission by the Company (for its own benefit) which would otherwise constitute an infringement of your Moral
Rights in all Works created or developed by you in connection with your employment.
In this clause, the following terms have the following meanings:
“Intellectual Property” means all forms of intellectual property rights whether registered or unregistered and whether existing under
statute, at common law or in equity throughout the world, including without limitation copyright, registered patent, designs, trademarks and
Confidential Information including know-how and trade- secrets;
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“Moral Rights” has the meaning given to it in the Copyright Act 1968 (Cth) and includes rights of integrity of authorship, rights of
attribution of authorship and similar rights that exist or may come to exist anywhere in the world; and
“Works” means all information, ideas, concepts, improvements, discoveries and inventions, whether patentable or not, which are
conceived, made, developed or acquired by you or which are disclosed or made known to you, individually or in conjunction with others,
during your employment with the Company and which relate to the Company’s business, products or services (including all such
information relating to corporate opportunities, research, financial and sales data, pricing and trading terms, evaluations, opinions,
interpretations, acquisition prospects, the identity of clients or customers or their requirements, the identity of key contacts within the client
or customers’ organizations or within the organization of acquisition prospects, or marketing and merchandising techniques, prospective
names and marks). This includes all drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications,
computer programs, maps and all other writings or materials of any type embodying any of such information, ideas, concepts,
improvements, discoveries and inventions (and in each case whether electronic or in any other material form).
15. Non-solicitation and Non-compete Obligations
During your employment with the Company you will be in a position to develop and maintain relationships on behalf of the Company, with
the Company and its related entities, clients, employees, vendors, agents and other business associates and will have access to
confidential information, including commercially sensitive, conceptual, financial and structural knowledge of the Company. On this basis,
you acknowledge that certain restrictions are necessary for the protection of the Confidential Information, the reputation and goodwill of
the Company and apply during your employment and when your employment with the Company ceases.
In consideration of the TFR provided to you under this Contract, you agree that during your employment and for one (1) year following
termination of your employment you will not:
a) canvass, solicit, entice or otherwise induce any employee or contractor of the Company to act in breach of their contract with
the Company or to leave the employment of or end their engagement with the Company (as applicable); or
b) induce, encourage or solicit any of the Company’s clients, suppliers or candidates with whom you have had dealings and
influence over in the preceding twelve (12) months, to end or restrict their trade or commercial relationship with the Company.
Each restriction described in this letter (above and under the heading of Non-solicitation and Non-compete Obligations) are separate,
distinct and severable from the other restrictions. If any such restriction is found to be unenforceable in whole or in part, such
unenforceable restriction will be severed from this letter and the enforceability of the remainder of the restrictions and any other restriction
will not be affected.
16. Acknowledgements
You agree that each of the restraints are reasonable in their extent (as to duration, geographical area and restrained conduct) having
regard to the legitimate business interests of the Company and go no further than is reasonably necessary to protect the ongoing business
and goodwill of the Company.
You also acknowledge that you have sought professional advice in relation to the contents of this Contract including the restraints set out
at paragraphs (a) to (b) in clause 15 above.
You acknowledge that any breach by you of your obligations under this Agreement with respect to Confidentiality, Intellectual Property
Rights and Non-poaching and Non-compete Obligations will be regarded as very serious matters by the Company, may result in you being
dismissed immediately without any entitlement to notice or pay in lieu of notice; and/or may result in the Company seeking an injunction
against you as you acknowledge that damages may not be an adequate remedy in such circumstances.
17. Termination of Employment
You are required to give three (3) months’ written notice of resignation. The Company may terminate your employment by giving you three
(3) months’ written notice.
The Company may elect to pay out all of the notice period or provide a combination of part notice and part payment in lieu of notice.
Payments in lieu of notice are calculated on the basis of your usual weekly remuneration.
The Company may terminate your employment immediately and without notice or without payment in lieu of notice if you engage in any of
the following conduct that, in the Company’s opinion, justifies your summary dismissal, which includes but is not limited to:
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a) serious misconduct (including, but not limited to theft, fraud or assault);
b) gross negligence or otherwise being incompetent in the performance of your position;
c) committing a serious or persistent breach of the terms of this Agreement;
d) engaging in conduct that causes a serious risk to health or safety;
e) breaching fit for work requirements;
f) refusing to carry out a lawful and reasonable direction;
g) becoming bankrupt;
h) being restricted from performing your duties due to breach of any restraint provision with a former employer or failing to obtain
any required visas, work permits, licences, registrations, or memberships;
i) committing a crime which in the reasonable opinion of the Company, may either seriously impact on your ability to perform your
duties or is likely to significantly damage the reputation or business of the Company; and/or
j) breaching the Confidentiality, Intellectual Property Rights, and/or Non-poaching and Non-compete Obligations provisions of this
Agreement.
On either party giving notice of termination, the Company may, in its absolute discretion and for all or part of the notice period require you
to perform duties different to those duties which you performed during your employment, only some of your duties, or no duties at all,
which you agree will not constitute a repudiation of this Agreement. During any such period, you will remain an employee of the Company,
you must remain ready, willing and able to perform any duties as required by the Company, and except as specified in this clause, all
terms and conditions of this Agreement will continue to apply to you.
18. Right to Deduct
You expressly authorise and agree that the Company may deduct from your salary any money and costs:
a. as overpayments made by the Company to you including, without limitation, due to any payroll or other administrative error or
mistake, because of unauthorised absences where you have not accrued such entitlement or negative leave balances;
b. directly incurred by the Company as a result of your voluntary private use of particular property of the Company including, for
example, the cost of items purchased on a corporate credit card for personal use, the cost of personal calls on a Company mobile
phone or the cost of petrol purchased for the private use of a Company vehicle;
c. if you fail to give the required notice to the Company, being an amount not exceeding the amount you would have been paid under
this Agreement in respect of your period of notice less any period of notice actually given by you to the Company; and
d. for which the Company is legally entitled to deduct, or which you have specifically asked the Company to deduct from your wages
and that is for your benefit, including, for example, salary sacrifice payments, reimbursable relocation expenses, and gym
membership or health insurance fees.
Where the Company has a right to deduct monies from your salary and a written authority from you is required, you undertake to provide
this authority as requested by the Company.
19. General Provisions
In this Agreement, a reference to the Company includes the Company’s related entities.
Your obligations under this Agreement concerning Return of Property, Confidentiality, Intellectual Property Rights, Non-poaching and Non-
compete Obligations, Acknowledgements and this clause continue after termination of this Agreement and your employment.
This Agreement supersedes and replaces all prior representations and agreements concerning your employment with the Company. Any
change to this Agreement must be agreed between you and the Company and in writing.
The failure by the Company to insist on performance of any term of this Agreement is not a waiver of its right at any later time to insist on
performance of that or any other terms of this letter.
Each provision of this Agreement is separable from the others and the severance of a provision does not affect the remainder of the
Agreement.
This Agreement is governed by the laws of the State of Victoria.
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You acknowledge that you have the right to seek legal advice in relation to this Agreement.
20. Acceptance of Offer
Please sign below (and initial each page) the duplicate copy of this Agreement to signify your understanding and acceptance of the terms
and conditions of your appointment with the Company. The AECOM Code of Conduct and the AECOM Global Ethical Business Conduct
policies enclosed with this Agreement are important to us as they guide our professional behaviour. By signing this Agreemen,t you also
acknowledge you have received, read and understand your obligations arising out of these policies and agree to comply with them during,
and if applicable after, your employment with AECOM.
I understand, acknowledge and accept the terms and conditions of employment with the Company.
Signed by
Lara Poloni
Signature:
/s/ Lara Poloni
Date:
10/19/20
On behalf of AECOM:
/s/ Steven A. Kandarian
Signed by
Steven A. Kandarian
Chairman of the Compensation and Organization Committee
Date:
9/29/20
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IMPORTANT INFORMATION ABOUT YOUR PAY AND
CONDITIONS FAIR WORK LAWS minimum entitlements for all
employees Includes the National Employment Standards AWARDS
set minimum pay and conditions for an Industry or occupation cover
most employees In Australia ENTERPR ISE AGREEMENTS set
minimum pay and conditions for a partleular workplace negotiated
and approved through formal process £ EMPLOYMENT
CONTRACTS provide additional conditions for an lndMdual
employee can't reduce or remove minimum entitlements d Rnd your
award at www.falrwork.gov.au. Check If your workplace has an
enterprise agreement at www.fwc.gov.au/agreements @ PAY Iii
NATIONAL MINIMUM WAGE FROM 1 JULY 2019 $19.49/hour
fulHlme or part-time $24.36/hour casual use our free calculators to
check your pay, leave and termination entitlements at: This Is the
adult rate for employees with no award or enterprise agreement.
Lower rates may aj:ply to Juniors, apprentlees and employees with
disability. Q} NATIONA L EMP LOYMENT STANDARDS
www.falrwork.gov.au/pact These are minimum standards for all
employees. Rules and exclusions may apply. Your award or
agreement may provide more. Rnd more Information on the
National Employment Standards at www.falrwork.gov.au/NES Full-
time and part-time employeesCasual employees Annual leaveX
(sick or carers leave) carer's leave occaSlon Family & domestic
violence5 days unpaid leave per 12 months5 days unpaid leave per
12 months leave community service leave1O days paid leave with
make-up pay+ unpaid leave asUnpaid leave as required Jury
servicerequired management actlVl lesIn the actMty and territories)
Parental leave12 months unpaid leave for regular ellglt:le after 12
months12 months unpaid leave - can extend up to 24 months wlhand
systematic casuals - can extend employment employer's
agreementup to 24 months with employer's agreement Full-time
employees - 38 hours per week+ reasonat:le additional hours
Maximum hours of workPart-time and casual employees - 38 hours
or employee's ordinary weekly hours (whichever Is less) +
reasonable additional hours A paid day off lfyoU'd normally work.
If asked to work youAA unpaid day off. If asked to work Public
holidayscan refuse, If reasonable to do soyou can refuse, If
reasonable to do X Notice of termination1-5 weeks notice (or pay
Instead of notice) based on length of employment and age X ellglt:le
after 12 months4-16 weeks pay based on length of employment
employment *Appllcntions h