Accelerating Our Value Creation Strategy

SAVANNAH RIVER SITE

United States Operating the largest radioactive waste vitrification, or gasification, plant in the world and reducing the largest environmental risk in South Carolina.

Disclosures

Forward-Looking Statements

All statements in this communication other than statements of historical fact are "forward-looking statements" for purposes of federal and state securities laws, including any projections of earnings, revenue, cost savings, profitability, cash flows, tax rates, interest expense, or other financial items, any statements of the plans, strategies and objectives for future operations, profitability, strategic value creation, risk profile and investment strategies, any statements regarding future economic conditions or performance and any statements with respect to the proposed sale of the Management Services segment, the expected financial and operational results of AECOM, and expectations regarding AECOM's business or organization after the proposed transaction. Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements.

Important factors that could cause our actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in our forward-looking statements include, but are not limited to, the following: our business is cyclical and vulnerable to economic downturns and client spending reductions; long-term government contracts and subject to uncertainties related to government contract appropriations; government shutdowns; 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; 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 adequate nuclear indemnification; unexpected adjustments and cancellations related to our backlog; partners and third parties who may fail to satisfy their legal obligations; AECOM Capital real estate development projects; managing pension cost; cybersecurity issues, IT outages and data privacy; uncertainties as to the timing of the consummation of the proposed transaction or whether it will be completed; risks associated with the impact or terms of the potential transaction; risks associated with the benefits and costs of the proposed transaction, including the risk that the expected benefits of the proposed transaction or any contingent purchase price will not be realized within the expected time frame, in full or at all, and the risk that conditions to the potential transaction will not be satisfied and/or that the potential transaction will not be completed within the expected time frame, on the expected terms or at all; the risk that any consents or regulatory or other approvals required in connection with the proposed transaction will not be received or obtained within the expected time frame, on the expected terms or at all; the risk that the financing intended to fund the proposed transaction may not be obtained; the risk that costs of restructuring transactions and other costs incurred in connection with the proposed transaction will exceed our estimates or otherwise adversely affect our business or operations; and the impact of the proposed transaction on our businesses and the risk that consummating the proposed transaction may be more difficult, time-consuming or costly than expected, including the impact on our resources, systems, procedures and controls, diversion of management's attention and the impact on relationships with customers, governmental authorities, suppliers, employees and other business counterparties; as well as other additional risks and factors that could cause actual results to differ materially from our forward-looking statements set forth in our reports filed with the Securities and Exchange Commission. There can be no assurance that the proposed transaction will in fact be completed in the manner described or at all. Any forward-looking statements are made as of the date hereof. We do not intend, and undertake no obligation, to update any forward-looking statement.

Non-GAAP Measures

This document contains financial information calculated other than in accordance with U.S. generally accepted accounting principles ("GAAP"). The Company believes that non-GAAP financial measures such as adjusted EPS, adjusted EBITDA, adjusted operating income and free cash flow provide a meaningful perspective on its business results as the Company utilizes this information to evaluate and manage the business. We use adjusted EBITDA, adjusted EPS, adjusted net/operating income, adjusted tax rate and adjusted interest expense to exclude the impact of non-operating items, such as amortization expense, taxes, acquisition and integration expenses, and non-core operating losses to aid investors in better understanding our core performance results. We use free cash flow to represent the cash generated after capital expenditures to maintain our business. We present constant currency information, such as organic revenue, to help assess how our underlying businesses performed excluding the effect of foreign currency rate fluctuations to aid investors in better understanding our international operational performance.

Our non-GAAP disclosure has limitations as an analytical tool, should not be viewed as a substitute for financial information determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be presented by other companies.

When we provide our long term projections for organic revenue growth, adjusted EBITDA, adjusted operating margin and free cash flow on a forward-looking basis, the closest corresponding GAAP measure and a reconciliation of the differences between the non-GAAP expectation and the corresponding GAAP measure generally is not available without unreasonable effort due to the length, high variability, complexity and low visibility associated with the non-GAAP expectation projected against the multi-year forecast which could significantly impact the GAAP measure.

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Michael S. Burke

Chairman

Chief Executive Officer

GORDIE HOWE INTERNATIONAL BRIDGE

United States / Canada

Connecting Windsor, Canada and Detroit, Michigan via a

2.5 kilometer bridge that when completed will be the longest cable-stayed bridge on the continent.

Accelerating Our Path to Robust Value Creation

  • Sale of Management Services business at a premium valuation:
    • Purchase price of $2.405 billion, valuing the Management Services business at 11.6x estimated fiscal 2019 adjusted EBITDA1, a premium to
      AECOM's current valuation
    • Expect to deploy net proceeds for debt reduction and share repurchases
    • Unlocks value sooner and with greater certainty than the proposed spin-off
  • Transaction is expected to close in the first half of fiscal

2020

Builds Upon Our Commitments to Maximize Value:

Expanding Margins: executing plans to deliver at least 210 basis points of DCS adjusted operating margin1 expansion by fiscal 2020

De-Risking and Simplifying Our Portfolio: extracting ourselves from higher-riskand lower- returning markets

Focusing Capital Allocation: allocating substantially all industry-leadingfree cash flow to repurchases while targeting a 2.0x-2.5xnet leverage2 ratio

Transaction Timeline

June 17th: Announced Separation

Began dual-track process focused on

Received substantial buyer interest

Robust dialogue with the Board,

of Management Services

items required for both a sale and spin

and began diligence and negotiation

strategic advisors and shareholders

TODAY'S

ANNOUNCEMENT

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Transforming Our Balance Sheet and Leverage Profile

  • The sale of the Management Services segment is expected to generate net proceeds of $2.35 billion
  • Following the anticipated close, proceeds will be deployed towards debt reduction and share repurchases while maintaining a net leverage2 target of 2.0x - 2.5x
  • Share repurchases remain the highest priority use of available cash to capitalize on the implied discounted valuation in our professional services business

Total Proceeds Expected from the Announced Transaction and Expected Q4'19 Free Cash Flow3

Total Proceeds and Expected Q4'19 Free Cash Flow as a Percentage of AECOM's Market Capitalization as of Market Close on 10/11/19

Company's Long-Term Net Leverage2

Target, Creating Capital Allocation

Flexibility

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AECOM published this content on 14 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 October 2019 11:30:08 UTC