AECOM - Quarter Report: 2025 June (Form 10-Q)

Net periodic benefit cost (credit)$ $()$ $()$ $()$ $()

The total amounts of employer contributions paid for the nine months ended June 30, 2025 were $ million for U.S. plans and $ million for non-U.S. plans. The expected remaining scheduled annual employer contributions for the fiscal year ending September 30, 2025 are $ million for U.S. plans and $ million for non-U.S. plans.

$ 2027 Senior Notes Other debt Total debt Less: Current portion of debt and short-term borrowings()()Less: Unamortized debt issuance costs()()Long-term debt$ $ 2026 2027 2028 2029 Thereafter Total$

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revolving credit facility (the “New Revolving Credit Facility”), a new $ term loan A facility (the “New Term A Facility” and, together with the New Revolving Credit Facility, the “New Pro Rata Facilities”) and a new $ term loan B facility (the “New Term B Facility” and, together with the New Pro Rata Facilities, the “New Credit Facilities”). The New Revolving Credit Facility and the New Term A Facility mature on April 19, 2029. The New Term B Facility matures on April 19, 2031. The New Term A Facility and the New Term B Facility were borrowed in full on April 19, 2024 in U.S. dollars. Loans under the New Revolving Credit Facility may be borrowed, and letters of credit thereunder may be issued, in U.S. dollars or in certain foreign currencies. The New Credit Facilities replace in full the Company's existing revolving credit facility, term loan A facility and term loan B facility, and borrowings under the New Credit Facilities were used to refinance in full the Company's existing credit facilities and for general corporate purposes. The Credit Agreement permits the Company to designate certain of its subsidiaries as additional co-borrowers from time to time. Currently, there are no co-borrowers under the New Credit Facilities. On October 29, 2024, the Company entered into Amendment No. 15 to Syndicated Facility Agreement, pursuant to which the Company reduced the interest rate spread applicable to its New Term B Facility.

Borrowings under (a) the New Revolving Credit Facility (in U.S. dollars) and the New Term A Facility bear interest at a rate per annum equal to, at the Company’s option, (i) a Term SOFR rate (with a % floor and SOFR adjustment of %) or (ii) a base rate (with a % floor), in each case, plus an applicable margin of % in the case of the Term SOFR rate and % in the case of the base rate, and (b) the New Revolving Credit Facility in currencies other than U.S. dollars bear interest at a rate per annum equal to the applicable reference rate for such currency (including any related adjustments), plus an applicable margin of %. The applicable margin is subject, in each case, to adjustment based on the Company’s consolidated leverage ratio from time to time.

Borrowings under the New Term B Facility, after giving effect to Amendment No. 15 to Syndicated Facility Agreement, bear interest at a rate per annum equal to, at the Company’s option, (a) a Term SOFR rate (with a % floor and a SOFR adjustment of %) or (b) a base rate (with a % floor), in each case, plus an applicable margin of % in the case of the Term SOFR rate and % in the case of the base rate.

Certain of the Company’s material subsidiaries (the “Guarantors”) have guaranteed the Company’s obligations of the borrowers under the Credit Agreement, subject to certain exceptions. The borrowers’ obligations under the Credit Agreement are secured by a lien on substantially all of the Company’s assets and its Guarantors’ assets, subject to certain exceptions.

The Credit Agreement contains customary negative covenants that include, among other things, limitations on the ability of the Company and certain of its subsidiaries, subject to certain exceptions, to incur liens and debt, make investments, dispositions, and restricted payments, change the nature of their business, consummate mergers, consolidations and the sale of all or substantially all of their respective assets and transact with affiliates. The Company is also required to maintain a consolidated leverage ratio of less than or equal to to 1.00 (subject to certain adjustments in connection with permitted acquisitions), tested on a quarterly basis (the “Financial Covenant”). The Financial Covenant does not apply to the New Term B Facility. As of June 30, 2025, the Company was in compliance with the covenants of the Credit Agreement.

The Credit Agreement contains customary affirmative covenants, including, among other things, compliance with applicable law, preservation of existence, maintenance of properties and of insurance, and keeping proper books and records. The Credit Agreement contains customary events of default, including, among other things, nonpayment of principal, interest or fees, cross-defaults to other debt, inaccuracies of representations and warranties, failure to perform covenants, events of bankruptcy and insolvency, change of control and unsatisfied judgments, subject in certain cases to notice and cure periods and other exceptions.

At June 30, 2025 and September 30, 2024, letters of credit totaled $ million and $ million, respectively, under the Company’s New Revolving Credit Facility. As of June 30, 2025 and September 30, 2024, the Company had $ million and $ million, respectively, available under its New Revolving Credit Facility.

2027 Senior Notes

On February 21, 2017, the Company completed a private placement offering of $ aggregate principal amount of its unsecured % Senior Notes due 2027 (the “2027 Senior Notes”). On June 30, 2017, the Company completed an exchange offer to exchange the unregistered 2027 Senior Notes for registered notes, as well as related guarantees.

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million. The fair value of the 2027 Senior Notes as of June 30, 2025 was derived by taking the mid-point of the trading prices from an observable market input (Level 2) in the secondary bond market and multiplying it by the outstanding balance of the 2027 Senior Notes. Interest was payable on the 2027 Senior Notes at a rate of % per annum. Interest on the 2027 Senior Notes was payable semi-annually on March 15 and September 15 of each year, commencing on September 15, 2017. The 2027 Senior Notes were set to mature on March 15, 2027.

At any time and from time to time prior to December 15, 2026, the Company may redeem all or part of the 2027 Senior Notes, at a redemption price equal to % of their principal amount, plus a “make whole” premium as of the redemption date, and accrued and unpaid interest to the redemption date.

The indenture pursuant to which the 2027 Senior Notes were issued contained 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 contained customary negative covenants.

The Company was in compliance with the covenants relating to the 2027 Senior Notes as of June 30, 2025.

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 June 30, 2025 and September 30, 2024, these outstanding standby letters of credit totaled $ million and $ million, respectively. As of June 30, 2025, the Company had $ million available under these unsecured credit facilities.

Effective Interest Rate

The Company’s average effective interest rate on its total debt, including the effects of the interest rate swap and interest rate cap agreements, during the nine months ended June 30, 2025 and 2024 was % and %, respectively.

Interest expense in the consolidated statements of operations included amortization of deferred debt issuance costs for the three and nine months ended June 30, 2025 of $ million and $ million, respectively, and for the three and nine months ended June 30, 2024 of $ million and $ million, respectively.

Subsequent Events

2033 Senior Notes

On July 22, 2025, the Company completed an offering of $ aggregate principal amount of its % Senior Notes due 2033 (the “2033 Senior Notes”).

Interest will be payable on the 2033 Senior Notes at a rate of % per annum. Interest on the 2033 Senior Notes will be payable semi-annually in arrears on February 1 and August 1 of each year, commencing on February 1, 2026. The 2033 Senior Notes will mature on August 1, 2033.

Prior to August 1, 2028, the Company may redeem all or part of the 2033 Senior Notes at a redemption price equal to % of the principal amount to be redeemed, plus a “make whole” premium as of the redemption date, and accrued and unpaid interest to, but excluding, the redemption date. In addition, prior to August 1, 2028, the Company may redeem up to % of the aggregate principal amount of the 2033 Senior Notes with proceeds from certain equity offerings at a redemption price equal to % of the principal amount to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

2029 ................................................................................................................... %

2030 and thereafter ................................................................................................ %

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in principal amount of the 2027 Senior Notes that were validly tendered and not validly withdrawn at or prior to the July 21, 2025 expiration date of its previously announced tender offer for the 2027 Senior Notes. The purchase included a "make whole" payment of $ million.

million.

%February 2023March 2028

September 30, 2024

Notional Amount
Currency

Notional Amount
(in millions)

Fixed
Rate

Effective
Date

Expiration
Date

USD

February 2023

March 2028

In the fourth quarter of fiscal 2021, the Company entered into interest rate swap agreements with a notional value of $ million to manage the interest rate exposure of its variable rate loans. The swaps became effective February 2023 and terminate in March 2028. By entering into the swap agreements, the Company converted a portion of the SOFR rate-based liability into a fixed rate liability. The Company will pay a fixed rate of % and receive payment at the prevailing one-month SOFR.

In the third quarter of fiscal 2022, the Company purchased interest rate cap agreements with a notional value of $ million to manage interest rate exposure of its variable rate loans. The caps became effective on June 30, 2022 and terminate in March 2028. The caps reduce the Company’s exposure to one-month SOFR. In the event one-month SOFR exceeds %, the Company will receive the spread between prevailing one-month SOFR and %.

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material losses recognized in income due to amounts excluded from effectiveness testing from the Company’s interest rate swap agreements.

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 nine months ended June 30, 2025 and 2024.

Fair Value Measurements

The fair values of the interest rate swap and interest rate cap agreements were derived by taking the net present value of the expected cash flows using observable market inputs (Level 2) such as SOFR rate curves, futures, volatilities and basis spreads (when applicable).

As discussed in Note 3, the Company received an equity investment in the civil infrastructure construction business buyer and concurrently participated as a member of a lending group in a revolving credit facility. The Company elected the fair value option for its equity investment due to the availability of quoted prices of identical assets. The fair value option was also elected for the credit facility investment. Changes in fair value of both investments are classified within other income on the consolidated statements of operations. The Company records interest income at the stated coupon rate of the credit facility and classifies it within interest income on the consolidated statement of operations. Fair value for the equity investment is determined using Level 1 inputs, and fair value of the credit facility investment is determined using Level 3 inputs, such as estimated cash flows and estimated discount rates. The Company recorded a loss of $ million and $ million in other income in the first nine months of fiscal 2025 and 2024, respectively, representing the decrease in fair value of these investments.

$ $ $ Interest rate contractsOther non-current assets Interest rate contractsOther current liabilities () ()Interest rate contractsOther long-term liabilities () ()Credit facility investmentOther non-current assets Equity investmentOther non-current assets Total net assets at fair value$ $ $ $ September 30, 2024Balance Sheet LocationQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)Total Fair ValueInterest rate contractsOther current assets$ $ $ $ Interest rate contractsOther non-current assets Interest rate contractsOther current liabilities () ()Interest rate contractsOther long-term liabilities () ()Credit facility investmentOther non-current assets Equity investmentOther non-current assets Total net assets at fair value$ $ $ $

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() ()$

service period. Additionally, the Company issues restricted stock units to employees and directors which are earned based on service conditions. The grant date fair value of PEP awards and restricted stock unit awards is primarily based on that day’s closing market price of the Company’s common stock.$ $ $ $ Granted$ $ $ $ PEP units earned$ $ $ $ Vested()$ ()$ ()$ ()$ Cancelled()$ $ $ $ Outstanding at June 30, $ $ $ $

otal compensation expense related to these share-based payments including stock options was $ million and $ million during the nine months ended June 30, 2025 and 2024, respectively. Unrecognized compensation expense related to total share-based payments outstanding as of June 30, 2025 and September 30, 2024 was $ million and $ million, respectively, to be recognized on a straight-line basis over the awards’ respective vesting periods which are generally .

10.

% and % for the nine months ended June 30, 2025 and 2024, respectively. The most significant items contributing to the difference between the statutory U.S. federal corporate tax rate of % and the Company’s effective tax rate for the nine-month period ended June 30, 2025 were a tax benefit of $ million related to income tax credits and incentives, tax expense of $ million related to foreign residual income, a tax benefit of $ million related to deferred tax assets recognized due to legal entity restructuring, and tax expense of $ million related to state income taxes. All these items, except for the deferred tax assets benefit, are expected to have a continuing impact on the effective tax rate for the remainder of the fiscal year.

The most significant items contributing to the difference between the statutory U.S. federal corporate tax rate of % and the Company’s effective tax rate for the nine-month period ended June 30, 2024 were a tax benefit of $ million related to income tax credits and incentives, tax expense of $ million related to foreign residual income, tax expense of $ million related to state income taxes, a tax benefit of $ million related to the exclusion of tax on non-controlling interests, tax expense of $ million related to changes in valuation allowances, a tax benefit of $ million related to an audit settlement, and tax expense of $ million related to nondeductible costs.

During the first quarter of fiscal 2025, the Company recognized deferred tax assets of $ million related to legal entity restructuring. The restructuring resulted in the recognition of deferred tax assets related to tax attributes that are expected to be utilized against future taxable income.

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million due primarily to changes in uncertain tax positions.

The Company is utilizing the annual effective tax rate method under ASC 740 to compute its interim tax provision. The Company’s effective tax rate fluctuates from quarter to quarter due to various factors including the change in the mix of global income and expenses, outcomes of administrative audits, changes in the assessment of valuation allowances due to management’s consideration of new positive or negative evidence during the quarter, and changes in enacted tax laws. The U.S. and many international legislative and regulatory bodies have proposed legislation that could significantly impact how our business activities are taxed. These proposed changes could have a material impact on the Company’s income tax expense and deferred tax balances.

The Company is currently under tax audit in several jurisdictions including the U.S. where its federal income tax returns for fiscal 2017 through 2020 are being examined by the IRS. Disputes can arise with tax authorities involving issues related to the timing of deductions, the calculation and use of credits, and the taxation of income in various tax jurisdictions because of differing interpretations or application of tax laws, regulations, and relevant facts. The IRS is currently auditing certain tax credits and the methodology for calculating the credits. While the Company has historically been able to sustain the credits in previous audit cycles without adjustment, the Company believes it’s reasonably possible there could be an adjustment to the liability for uncertain tax positions within the next twelve months related to this issue. However, the Company is not able to reasonably estimate the range of potential outcomes.

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 $ 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.

11.

Potential common sharesDenominator for diluted earnings per share

12.

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$ $ $ Finance lease cost:Amortization of right-of-use assets Interest on lease liabilities Variable lease cost Total lease cost$ $ $ $ $ Finance lease assetsProperty and equipment – net Total lease assets$ $ Liabilities:Current:Operating lease liabilitiesAccrued expenses and other current liabilities$ $ Finance lease liabilitiesCurrent portion of long-term debt Total current lease liabilities Non-current:Operating lease liabilitiesOperating lease liabilities, noncurrent Finance lease liabilitiesLong-term debt Total non-current lease liabilities$ $

As of

June 30, 2025

September 30, 2024

Weighted average remaining lease term (in years):

Operating leases

Finance leases

Weighted average discount rates:

Operating leases

Finance leases

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$ 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 $ 2026 2027 2028 2029 Thereafter Total lease payments$ $ Less: Amounts representing interest$()$()Total lease liabilities$ $

13.

$ Accrued contract costs Other accrued expenses Total$ $

Accrued contract costs above include balances related to professional liability accruals of $ million and $ million as of June 30, 2025 and September 30, 2024, 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 June 30, 2025 and September 30, 2024. The Company did not have material revisions to estimates for contracts where revenue is recognized using the input method during the nine months ended June 30, 2025 and 2024. During the first nine months of fiscal 2025, the Company did not initiate any new transformational restructuring activities. During the first nine months of fiscal 2024, the Company incurred restructuring expenses of $ million, including personnel and other costs of $ million and real estate costs of $ million, of which $ million was accrued and unpaid at June 30, 2024.

On June 4, 2025, the Company’s Board of Directors declared a quarterly cash dividend of $ per share, which was paid on July 18, 2025 to stockholders of record as of the close of business on July 2, 2025. As of June 30, 2025, accrued and unpaid dividends totaled $ million and were classified within other accrued expenses on the consolidated balance sheet.

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14.

)$()$ $()Other comprehensive (loss) income before reclassification() () Amounts reclassified from accumulated other comprehensive (loss) income ()()Balances at June 30, 2025$()$()$ $()

Pension
Related
Adjustments

Foreign
Currency
Translation
Adjustments

Gain/(Loss) on
Derivative
Instruments

Accumulated
Other
Comprehensive
Loss

Balances at March 31, 2024

()

Other comprehensive (loss) income before reclassification

()

Amounts reclassified from accumulated other comprehensive (loss) income

()

Balances at June 30, 2024

()

Pension
Related
Adjustments

Foreign
Currency
Translation
Adjustments

Gain/(Loss) on
Derivative
Instruments

Accumulated
Other
Comprehensive
Loss

Balances at September 30, 2024

()

Other comprehensive (loss) income before reclassification

()

Amounts reclassified from accumulated other comprehensive (loss) income

()

Balances at June 30, 2025

()

Pension
Related
Adjustments

Foreign
Currency
Translation
Adjustments

Gain/(Loss) on
Derivative
Instruments

Accumulated
Other
Comprehensive
Loss

Balances at September 30, 2023

()

Other comprehensive (loss) income before reclassification

()

Amounts reclassified from accumulated other comprehensive (loss) income

()

Balances at June 30, 2024

()

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15.

million and $ million, respectively. As of June 30, 2025, the Company had $ million available under these unsecured credit facilities. Performance arrangements typically have various expiration dates ranging from the completion of the project contract and extending beyond contract completion in some circumstances such as for warranties. The Company may also guarantee that a project, when complete, will achieve specified performance standards. If the project subsequently fails to meet guaranteed performance standards, the Company may incur additional costs, pay liquidated damages or be held responsible for the costs incurred by the client to achieve the required performance standards. The potential payment amount of an outstanding performance arrangement is typically the remaining cost of work to be performed by or on behalf of third parties. Generally, under joint venture arrangements, if a partner is financially unable to complete its share of the contract, the other partner(s) may be required to complete those activities.

At June 30, 2025, the Company was contingently liable in the amount of approximately $ million in issued standby letters of credit and $ billion in issued surety bonds primarily to support project execution.

In the ordinary course of business, the Company enters into various agreements providing financial or performance assurances to clients on behalf of certain unconsolidated partnerships, joint ventures and other jointly executed contracts. These agreements are entered into primarily to support the project execution commitments of these entities.

The Company’s investment adviser jointly manages and sponsors the AECOM-Canyon Equity Fund, L.P. (the “Fund”), in which the Company indirectly holds an equity interest and has an ongoing capital commitment to fund investments. At June 30, 2025, the Company has capital commitments of $ million to the Fund over the next 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, limited debt repayment, environmental indemnity obligations and other lender required guarantees.

In February 2024, the Company was informed of a potential liability as one of the indemnitors on a divested business’ surety bonds. The Company does not have sufficient information to determine the range of potential impacts; however, it is reasonably possible that the Company may incur additional costs related to these bonds.

In connection with the resolution of contingencies related to the sale of the civil infrastructure construction business, the Company agreed to act as an additional guarantor on the counterparty’s existing debt, which was extended to March 2028.

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16.

reportable segments according to their geographic regions and business activities. In identifying its reportable segments, the Company considered the financial information provided to its chief operating decision maker (CODM), who is the chief executive officer. The financial data is organized by geographic region and global business lines. The CODM uses this information to allocate resources and assess the performance of the segments primarily based on revenue less pass-through revenue and attributable earnings before interest, tax, and amortization expense. After considering various factors, including the development and utilization of financial data to the CODM, the Company concluded that identifying its operating segments by geography was consistent with the objectives of ASC 280-10. Certain operating segments have been aggregated based on similar characteristics, including long-term financial performance, the nature of services provided, internal process for delivering those services, and types of customers, to arrive at the Company’s reportable segments. The Company’s Americas reportable segment provides planning, consulting, architectural and engineering design services, and construction management services to public and private clients in the United States, Canada, and Latin America and is comprised of the Design and Consulting Services Americas and Construction Management operating segments. The Company’s International reportable segment provides similar professional services to public and private clients in Europe and India, the Middle East and Africa, Asia, and Australia and New Zealand and is comprised of the operating segments in those geographic regions. The Company’s AECOM Capital (ACAP) operating segment is its own reportable segment and primarily invests in and develops real estate projects. Certain expenses that are determined to be related to the Company as a whole are not deemed to be part of an operating segment but are reported within Corporate.

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$ $ $ $ Gross profit Equity in earnings of joint ventures General and administrative expenses ()()()Restructuring costs Operating income (loss) ()() Gross profit as a % of revenue % % % Three Months Ended June 30, 2024:Revenue $ $ $ $ $ Gross profit Equity in earnings of joint ventures General and administrative expenses ()()()Restructuring costs ()()Operating income () Gross profit as a % of revenue % % %Nine Months Ended June 30, 2025:Revenue $ $ $ $ $ Gross profit Equity in earnings of joint ventures General and administrative expenses ()()()Restructuring costs Operating income (loss) ()() Gross profit as a % of revenue % % %Nine Months Ended June 30, 2024:Revenue $ $ $ $ $ Gross profit Equity in earnings (losses) of joint ventures () ()General and administrative expenses ()()()Restructuring costs ()()Operating income (loss) ()() Gross profit as a % of revenue % % %Total assetsJune 30, 2025$ $ $ $ September 30, 2024$ $ $ $

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Item 2. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

Forward-Looking Statements

This Quarterly Report 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 infrastructure consulting 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 our 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, and the impact of future tax laws; 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 Quarterly 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; potential government shutdowns; changes in administration or other funding directives and circumstances may cause governmental agencies to modify, curtail or terminate our contracts; government contracts are subject to audits and adjustments of contractual terms; long-term government contracts and subject to uncertainties related to government contract appropriations; losses under fixed-price contracts; limited control over operations run through our joint venture entities; liability for misconduct by our employees or consultants; changes in government laws, regulations and policies, including failure to comply with laws or regulations applicable to our business; maintaining adequate surety and financial capacity; potential high leverage and inability to service our debt and guarantees; ability to continue payment of dividends; exposure to political and economic risks in different countries, including tariffs and trade policies, geopolitical events, and conflicts; inflation, currency exchange rates and interest rate fluctuations; changes in capital markets and stock market volatility; retaining and recruiting key technical and management personnel; legal claims and litigation; 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 sale of our Management Services and self-perform at-risk civil infrastructure, power construction, and oil and gas construction businesses, including the risk that any purchase adjustments from those transactions could be unfavorable and any future proceeds owed to us as part of the transactions could be lower than we expect; as well as other additional risks and factors discussed in this Quarterly Report on Form 10‑Q 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 II, Item 1A—Risk Factors” in this Quarterly Report for a discussion of the factors, risks and uncertainties that could affect our future results.

Overview

We are a leading global provider of professional infrastructure consulting and advisory services for governments, businesses and organizations throughout the world. We provide advisory, planning, consulting, architectural and engineering design, construction and program management services, and investment and development services to public and private clients worldwide in major end markets such as transportation, facilities, water, environmental, and energy.

Our business focuses primarily on providing fee-based 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.

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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, advisory, consulting, architectural and engineering design, construction management and program management services to public and private clients in the United States, Canada, and Latin America in major end markets such as transportation, water, government, facilities, environmental, and energy.

•International: Planning, advisory, consulting, architectural and engineering design services, site supervision and program management to public and private clients in Europe, the Middle East, India, Africa and the Asia-Australia-Pacific regions in major end markets such as transportation, water, government, facilities, environmental, and energy.

•AECOM Capital (ACAP): Primarily invests in and develops real estate projects.

Our revenue is dependent on our ability to attract and retain qualified and productive employees, identify business opportunities, allocate our labor resources and capital to profitable and high growth markets, secure new contracts, and renew existing client agreements. Demand for our services 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. Given the global nature of our business, our revenue is exposed to currency rate fluctuations that could change from period to period and year to year.

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.

At June 30, 2025, we had approximately $894.5 million remaining of the Board’s stock repurchase authorization. On November 14, 2024, the Board approved an increase in our stock repurchase authorization to $1.0 billion. We intend to deploy future available cash towards dividends and stock repurchases consistent with our returns driven capital allocation policy.

We have exited substantially all of our self-perform at-risk construction businesses. As part of our ongoing plan to improve profitability and maintain a reduced risk profile, we continuously evaluate our business portfolio.

We completed a transaction that transitioned the AECOM Capital team to a new third-party platform in the third quarter of fiscal 2024. The team will continue to support AECOM Capital’s investment vehicles pursuant to certain advisory agreements in a manner consistent with their current obligations.

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Results of Operations

Three and nine months ended June 30, 2025 compared to the three and nine months ended June 30, 2024

Consolidated Results


	Three Months Ended								Nine Months Ended
	June 30, 2025		June 30, 2024		Changes				June 30, 2025		June 30, 2024		Changes
					$		%						$		%
	($ in millions)
Revenue	$	4,178.4	$	4,151.2	$	27.2	0.7	%	$	11,964.2	$	11,995.0	$	(30.8)	(0.3)	%
Cost of revenue	3,851.5		3,866.1		(14.6)		(0.4)		11,078.1		11,204.8		(126.7)		(1.1)
Gross profit	326.9		285.1		41.8		14.7		886.1		790.2		95.9		12.1
Equity in earnings (losses) of joint ventures	5.3		7.7		(2.4)		(31.2)		21.7		(1.8)		23.5		(1305.6)
General and administrative expenses	(38.2)		(36.2)		(2.0)		5.5		(118.7)		(116.6)		(2.1)		1.8
Restructuring costs	—		(29.1)		29.1		(100.0)		—		(80.7)		80.7		(100.0)
Income from operations	294.0		227.5		66.5		29.2		789.1		591.1		198.0		33.5
Other income (loss)	0.8		1.0		(0.2)		(20.0)		(1.0)		6.2		(7.2)		(116.1)
Interest income	14.1		15.8		(1.7)		(10.8)		45.2		43.3		1.9		4.4
Interest expense	(40.1)		(51.4)		11.3		(22.0)		(125.4)		(140.4)		15.0		(10.7)
Income from continuing operations before taxes	268.8		192.9		75.9		39.3		707.9		500.2		207.7		41.5
Income tax expense for continuing operations	65.1		46.1		19.0		41.2		145.6		118.1		27.5		23.3
Net income from continuing operations	203.7		146.8		56.9		38.8		562.3		382.1		180.2		47.2
Net (loss) income from discontinued operations	(43.9)		5.7		(49.6)		(870.2)		(63.8)		(105.0)		41.2		(39.2)
Net income	159.8		152.5		7.3		4.8		498.5		277.1		221.4		79.9
Net income attributable to noncontrolling interests from continuing operations	(28.8)		(17.4)		(11.4)		65.5		(56.0)		(44.6)		(11.4)		25.6
Net income attributable to noncontrolling interests from discontinued operations	—		(0.8)		0.8		(100.0)		(1.1)		(2.8)		1.7		(60.7)
Net income attributable to noncontrolling interests	(28.8)		(18.2)		(10.6)		58.2		(57.1)		(47.4)		(9.7)		20.5
Net income attributable to AECOM from continuing operations	174.9		129.4		45.5		35.2		506.3		337.5		168.8		50.0
Net (loss) income attributable to AECOM from discontinued operations	(43.9)		4.9		(48.8)		(995.9)		(64.9)		(107.8)		42.9		(39.8)
Net income attributable to AECOM	$	131.0	$	134.3	$	(3.3)	(2.5)	%	$	441.4	$	229.7	$	211.7	92.2	%

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The following table presents the percentage relationship of statement of operations items to revenue:


	Three Months Ended				Nine Months Ended
	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Revenue	100.0	%	100.0	%	100.0	%	100.0	%
Cost of revenue	92.2		93.1		92.6		93.4
Gross profit	7.8		6.9		7.4		6.6
Equity in earnings (losses) of joint ventures	0.1		0.2		0.2		0.0
General and administrative expenses	(0.9)		(0.9)		(1.0)		(1.0)
Restructuring costs	0.0		(0.7)		0.0		(0.7)
Income from operations	7.0		5.5		6.6		4.9
Other income (loss)	0.0		0.0		0.0		0.1
Interest income	0.3		0.4		0.4		0.4
Interest expense	(0.9)		(1.3)		(1.1)		(1.2)
Income from continuing operations before taxes	6.4		4.6		5.9		4.2
Income tax expense for continuing operations	1.5		1.1		1.2		1.0
Net income from continuing operations	4.9		3.5		4.7		3.2
Net (loss) income from discontinued operations	(1.1)		0.2		(0.5)		(0.9)
Net income	3.8		3.7		4.2		2.3
Net income attributable to noncontrolling interests from continuing operations	(0.7)		(0.4)		(0.5)		(0.4)
Net income attributable to noncontrolling interests from discontinued operations	0.0		0.0		0.0		0.0
Net income attributable to noncontrolling interests	(0.7)		(0.4)		(0.5)		(0.4)
Net income attributable to AECOM from continuing operations	4.2		3.1		4.2		2.8
Net (loss) income attributable to AECOM from discontinued operations	(1.1)		0.2		(0.5)		(0.9)
Net income attributable to AECOM	3.1	%	3.3	%	3.7	%	1.9	%

Revenue

Our revenue for the three months ended June 30, 2025 increased $27.2 million, or 0.7%, to $4,178.4 million as compared to $4,151.2 million for the corresponding period last year.

Our revenue for the nine months ended June 30, 2025 decreased $30.8 million, or 0.3%, to $11,964.2 million as compared to $11,995.0 million for the corresponding period last year.

The Company's portion of revenue excluding pass-through revenue attributable to subcontractors increased for both the three- and nine-month periods ending June 30, 2025. Underlying revenue excluding pass-through revenues increased across most of our end markets as a result of increased investment by large, publicly financed, global infrastructure programs including the Infrastructure Investment and Jobs Act in the U.S. and similar large programs in our largest end markets globally. Our Water end market has been benefiting from increased investment to address drought, flooding, emerging contaminant remediation, water storage, and clean and safe drinking water. Our Transportation end market has been benefiting from incremental investments across the globe to modernize transportation infrastructure and address growth and urbanization trends, while our Environment end market has been benefiting from infrastructure that requires permitting, compliance, and remediation as well as investments in energy. Our Facilities end market has been benefiting from positive public sector investment, trends in asset maintenance and repositioning as well as demand for modern, efficient facilities. The quantification of the impact of these trends by end market is noted within our Americas and International reportable segments discussion below, where applicable, and represents substantially all of our revenue change.

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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 these pass-through revenues can change significantly from project to project and period to period, changes in revenue may not be indicative of business trends. Pass-through revenues for the quarters ended June 30, 2025 and 2024 were $2.2 billion and $2.3 billion, respectively. Pass-through revenue as a percentage of total revenue was 54% and 56% during the three months ended June 30, 2025 and 2024, respectively. Pass-through revenues for the nine months ended June 30, 2025 and 2024 were $6.4 billion and $6.6 billion, respectively. Pass-through revenue as a percentage of total revenue was 53% and 55% during the nine months ended June 30, 2025 and 2024, respectively.

Cost of Revenue

Our cost of revenue decreased to $3,851.5 million for the three months ended June 30, 2025 compared to $3,866.1 million for the corresponding period last year, a decrease of $14.6 million, or 0.4%.

Our cost of revenue decreased to $11,078.1 million for the nine months ended June 30, 2025 compared to $11,204.8 million for the corresponding period last year, a decrease of $126.7 million, or 1.1%.

Substantially all of the change in our cost of revenue for the three and nine months ended June 30, 2025 occurred in our Americas and International reportable segments, which is discussed in more detail below.

Gross Profit

Our gross profit for the three months ended June 30, 2025 increased $41.8 million, or 14.7%, to $326.9 million as compared to $285.1 million for the corresponding period last year. For the three months ended June 30, 2025, gross profit, as a percentage of revenue, increased to 7.8% from 6.9% in the corresponding period last year.

Our gross profit for the nine months ended June 30, 2025 increased $95.9 million, or 12.1%, to $886.1 million as compared to $790.2 million for the corresponding period last year. For the nine months ended June 30, 2025, gross profit, as a percentage of revenue, increased to 7.4% from 6.6% in the corresponding period last year.

Gross profit changes were due to the reasons noted in our Americas and International reportable segments below.

Equity in Earnings of Joint Ventures

Our equity in earnings of joint ventures for the three months ended June 30, 2025 was $5.3 million as compared to $7.7 million in the corresponding period last year.

Our equity in earnings of joint ventures for the nine months ended June 30, 2025 was $21.7 million as compared to equity in losses of $1.8 million in the corresponding period last year.

The decrease in equity in earnings of joint ventures for the three months ended June 30, 2025 compared to the same period in the prior year was primarily due to decreases in the Americas and Asia compared to the prior year. The increase in equity in earnings of joint ventures for the nine months ended June 30, 2025 compared to the same period in the prior year was primarily due to impairment losses recorded by our AECOM Capital segment in the first half of fiscal 2024 that did not repeat in fiscal 2025.

General and Administrative Expenses

Our general and administrative expenses for the three months ended June 30, 2025 increased $2.0 million, or 5.5%, to $38.2 million as compared to $36.2 million for the corresponding period last year. For the three months ended June 30, 2025, general and administrative expenses, as a percentage of revenue, remained the same at 0.9% from the corresponding period last year.

Our general and administrative expenses for the nine months ended June 30, 2025 increased $2.1 million, or 1.8%, to $118.7 million as compared to $116.6 million for the corresponding period last year. For the nine months ended June 30, 2025, general and administrative expenses, as a percentage of revenue, remained the same at 1.0% from the corresponding period last year.

The increase in general and administrative expenses for the three and nine months ended June 30, 2025 was primarily due to increased investments in expanding our advisory and digital capabilities.

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Restructuring Costs

Restructuring costs are comprised of personnel costs, real estate costs, and costs associated with business exits. No new transformative restructuring actions were initiated during the three and nine months ended June 30, 2025. During the three and nine months ended June 30, 2024, we incurred total restructuring costs of $29.1 million and $80.7 million, respectively, primarily related to costs incurred to continue to align our real estate portfolio with our employee flexibility initiatives, continue our exit of certain countries in Southeast Asia, drive support function efficiency, and reduce our risk profile.

Other Income (Loss)

Our other income for the three months ended June 30, 2025 was $0.8 million compared to $1.0 million for the corresponding period last year.

Our other loss for the nine months ended June 30, 2025 was $1.0 million compared to other income of $6.2 million for the corresponding period last year.

The decreases in other income for the three and nine months ended June 30, 2025 were primarily due to the decrease in fair value of our investments measured at fair value.

Interest Income

Our interest income for the three months ended June 30, 2025 decreased to $14.1 million from $15.8 million for the corresponding period last year.

Our interest income for the nine months ended June 30, 2025 increased to $45.2 million from $43.3 million for the corresponding period last year.

The increase in interest income for the nine months ended June 30, 2025 was primarily due to an increase in our interest-bearing assets.

Interest Expense

Our interest expense for the three months ended June 30, 2025 was $40.1 million as compared to $51.4 million for the corresponding period last year.

Our interest expense for the nine months ended June 30, 2025 was $125.4 million as compared to $140.4 million for the corresponding period last year.

The decreases in interest expense for the three and nine months ended June 30, 2025 were primarily due to a decrease in our interest-bearing liabilities as well as additional financing charges recorded in the three months ended June 30, 2024 related to the New Credit Facilities, defined below, that did not repeat in the current year.

Income Tax Expense

Our income tax expense for the three months ended June 30, 2025 was $65.1 million as compared to $46.1 million in the corresponding period last year. The increase in tax expense for the current period compared to the corresponding period last year was due primarily to the tax impact of an increase in pre-tax income of $75.9 million and tax expense of $5.5 million related to return to provision adjustments resulting from the filing of the prior year's tax return.

Our income tax expense for the nine months ended June 30, 2025 was $145.6 million as compared to $118.1 million in the corresponding period last year. The increase in tax expense for the current period compared to the corresponding period last year was due primarily to the tax impact of an increase in pre-tax income of $207.7 million, a tax benefit of $20.1 million related to deferred tax assets recognized due to legal entity restructuring implemented in the first quarter of fiscal 2025, an increase in tax benefit of $10.2 million related to changes in valuation allowances, a tax benefit of $6.9 million related to an audit settlement in the first quarter of fiscal 2024 that did not repeat in fiscal 2025, and tax expense of $5.5 million related to return to provision adjustments resulting from the filing of the prior year's tax return.

During the first quarter of fiscal 2025, we recognized deferred tax assets of $20.1 million related to legal entity restructuring. The restructuring resulted in the recognition of deferred tax assets related to tax attributes that are expected to be utilized against future taxable income.

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During the first quarter of fiscal 2024, we settled our tax audit in Hong Kong for fiscal year 2011 through fiscal year 2021 and recorded a tax benefit of $6.9 million due primarily to changes in uncertain tax positions.

On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act (the “Tax Act”), which permanently extends many provisions of the Tax Cuts and Jobs Act of 2017 and introduces new tax provisions relevant for multinational businesses. Most of the new provisions take effect starting in fiscal 2026. We’re currently evaluating the potential impact of this legislation on our consolidated financial statements, but based on our preliminary assessment, we do not expect the legislation to have a material impact.

Net Loss From Discontinued Operations

During the first quarter of fiscal 2020, management approved a plan to dispose of via sale our self-perform at-risk construction businesses. As a result of these strategic actions, the self-perform at-risk construction businesses were classified as discontinued operations.

Net loss from discontinued operations was $43.9 million for the three months ended June 30, 2025 compared to net income of $5.7 million for the three months ended June 30, 2024, a decrease of $49.6 million.

Net loss from discontinued operations was $63.8 million for the nine months ended June 30, 2025 and was $105.0 million for the nine months ended June 30, 2024, a decrease of $41.2 million.

The increase in net loss from discontinued operations for the three months ended June 30, 2025 was primarily due to a revision to estimated recoveries of $53.0 million on a refinery turn around project resulting from unfavorable court orders on post-trial motions during the third quarter of fiscal 2025. The decrease in net loss from discontinued operations for the nine months ended June 30, 2025 was primarily due to the settlement of contingent consideration related to the sale of our civil infrastructure construction business in 2024 that did not recur in 2025.

Net Income Attributable to AECOM

The factors described above resulted in net income attributable to AECOM of $131.0 million and $441.4 million for the three and nine months ended June 30, 2025 as compared to net income attributable to AECOM of $134.3 million and $229.7 million for the three and nine months ended June 30, 2024.

Results of Operations by Reportable Segment

Americas


	Three Months Ended								Nine Months Ended
	June 30, 2025		June 30, 2024		Change				June 30, 2025		June 30, 2024		Change
					$		%						$		%
	($ in millions)								($ in millions)
Revenue	$	3,277.2	$	3,246.9	$	30.3	0.9	%	$	9,285.9	$	9,324.2	$	(38.3)	(0.4)	%
Cost of revenue	3,038.4		3,043.0		(4.6)		(0.2)		8,644.4		8,764.9		(120.5)		(1.4)
Gross profit	$	238.8	$	203.9	$	34.9	17.1	%	641.5		$	559.3	$	82.2	14.7	%

The following table presents the percentage relationship of statement of operations items to revenue:


	Three Months Ended				Nine Months Ended
	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Revenue	100.0	%	100.0	%	100.0	%	100.0	%
Cost of revenue	92.7		93.7		93.1		94.0
Gross profit	7.3	%	6.3	%	6.9	%	6.0	%

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Revenue

Revenue for our Americas segment for the three months ended June 30, 2025 increased $30.3 million, or 0.9%, to $3,277.2 million as compared to $3,246.9 million for the corresponding period last year. Revenue increased despite a $52.3 million decrease in pass-through revenues on contracts for which we subcontract work on behalf of our clients compared to the corresponding period in the prior year. Revenue from increased project activity in the Americas included growth in our Transportation end market of $73.7 million, or 12.9%, and an increase in our Water and Environment end markets of $49.1 million, or 9.3%, partially offset by a decrease in our Facilities end market of $77.8 million, or 3.7%, compared to the corresponding period last year.

Revenue for our Americas segment for the nine months ended June 30, 2025 decreased $38.3 million, or 0.4%, to $9,285.9 million as compared to $9,324.2 million for the corresponding period last year. Pass-through revenues on contracts for which we subcontract work on behalf of our clients decreased $245.6 million compared to the corresponding period last year. Revenue from increased project activity in the Americas included growth in our Transportation end market of $173.1 million, or 10.5%, and our Water and Environment end markets of $69.9 million, or 4.4%, offset by a decrease in our Facilities end market of $295.6 million, or 5.0%, compared to the corresponding period last year.

Cost of Revenue

Cost of revenue for our Americas segment for the three months ended June 30, 2025 decreased by $4.6 million, or 0.2%, to $3,038.4 million compared to $3,043.0 million for the corresponding period last year.

Cost of revenue for our Americas segment for the nine months ended June 30, 2025 decreased by $120.5 million, or 1.4%, to $8,644.4 million compared to $8,764.9 million for the corresponding period last year.

The decreases in cost of revenue for the three and nine months ended June 30, 2025 were primarily due to the decreases in subcontractor and other direct costs offset by increased project activity.

Gross Profit

Gross profit for our Americas segment for the three months ended June 30, 2025 increased $34.9 million, or 17.1%, to $238.8 million as compared to $203.9 million for the corresponding period last year. As a percentage of revenue, gross profit increased to 7.3% of revenue for the three months ended June 30, 2025 from 6.3% in the corresponding period last year.

Gross profit for our Americas segment for the nine months ended June 30, 2025 increased $82.2 million, or 14.7%, to $641.5 million as compared to $559.3 million for the corresponding period last year. As a percentage of revenue, gross profit increased to 6.9% of revenue for the nine months ended June 30, 2025 from 6.0% in the corresponding period last year.

The increases in gross profit and gross profit as a percentage of revenue for the three and nine months ended June 30, 2025 were primarily due to the benefit from restructuring actions taken last year, growth in enterprise capability centers, ongoing continuous improvement initiatives, and growth in higher margin advisory services.

International


	Three Months Ended								Nine Months Ended
	June 30, 2025		June 30, 2024		Change				June 30, 2025		June 30, 2024		Change
					$		%						$		%
	($ in millions)								($ in millions)
Revenue	$	901.1	$	904.2	$	(3.1)	(0.3)	%	$	2,677.9	$	2,670.0	$	7.9	0.3	%
Cost of revenue	813.1		823.1		(10.0)		(1.2)		2,433.7		2,439.9		(6.2)		(0.3)
Gross profit	$	88.0	$	81.1	$	6.9	8.5	%	$	244.2	$	230.1	$	14.1	6.1	%

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The following table presents the percentage relationship of statement of operations items to revenue:


	Three Months Ended				Nine Months Ended
	June 30, 2025		June 30, 2024		June 30, 2025		June 30, 2024
Revenue	100.0	%	100.0	%	100.0	%	100.0	%
Cost of revenue	90.2		91.0		90.9		91.4
Gross profit	9.8	%	9.0	%	9.1	%	8.6	%

Revenue

Revenue for our International segment for the three months ended June 30, 2025 decreased $3.1 million, or 0.3%, to $901.1 million as compared to $904.2 million for the corresponding period last year. The decrease in revenue for the three months ended June 30, 2025 was primarily due to a decrease in pass-through revenues of $32.5 million compared to the corresponding period in the prior year. Revenue increased in our Water and Environment end market by $11.5 million, or 5.9%, and an increase in our Facilities end market of $2.3 million, or 0.7%, offset by a decrease in our Transportation end market of $14.7 million, or 4.5%, compared to the corresponding period last year.

Revenue for our International segment for the nine months ended June 30, 2025 increased $7.9 million, or 0.3%, to $2,677.9 million as compared to $2,670.0 million for the corresponding period last year. Revenue increased despite a $38.3 million decrease in pass-through revenues on contracts for which we subcontractor work on behalf of our client compared to the corresponding period in the prior year. Growth was led by our Facilities end market, which increased $37.1 million, or 3.5%, and our Water and Environment end market, which increased by $33.7 million, or 6.0%, partially offset by a decrease in our Transportation end market of $60.7 million, or 6.3%, compared to the corresponding period last year, which have benefited from the end market trends discussed in the consolidated revenue section above.

Cost of Revenue

Cost of revenue for our International segment for the three months ended June 30, 2025 decreased $10.0 million, or 1.2%, to $813.1 million as compared to $823.1 million for the corresponding period last year. The decrease in cost of revenue for the three months ended June 30, 2025 was due to the decreases in subcontractor and other direct costs partially offset by increased project activity.

Cost of revenue for our International segment for the nine months ended June 30, 2025 decreased $6.2 million, or 0.3%, to $2,433.7 million as compared to $2,439.9 million for the corresponding period last year. The decrease in cost of revenue for the nine months ended June 30, 2025 was primarily due to a decrease compared to the corresponding period in the prior year of subcontractor and other direct costs of $38.3 million, partially offset by increased project activity.

Gross Profit

Gross profit for our International segment for the three months ended June 30, 2025 increased $6.9 million, or 8.5%, to $88.0 million as compared to $81.1 million for the corresponding period last year. As a percentage of revenue, gross profit increased to 9.8% of revenue for the three months ended June 30, 2025 from 9.0% in the corresponding period last year.

Gross profit for our International segment for the nine months ended June 30, 2025 increased $14.1 million, or 6.1%, to $244.2 million as compared to $230.1 million for the corresponding period last year. As a percentage of revenue, gross profit increased to 9.1% of revenue for the nine months ended June 30, 2025 from 8.6% in the corresponding period last year.

The increases in gross profit and gross profit as a percentage of revenue for the three and nine months ended June 30, 2025 were primarily due to benefits from restructuring actions taken last year, ongoing exits from lower margin countries, growth in the enterprise capability centers, and continuous improvement initiatives.

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AECOM Capital


	Three Months Ended								Nine Months Ended
	June 30, 2025		June 30, 2024		Change				June 30, 2025		June 30, 2024		Change
					$		%						$		%
	($ in millions)								($ in millions)
Revenue	$	0.1	$	0.1	$	—	—	%	$	0.4	$	0.8	$	(0.4)	(50.0)	%
Equity in earnings (losses) of joint ventures	$	1.0	$	0.7	$	0.3	42.9	%	$	0.1	$	(26.5)	$	26.6	(100.4)	%
General and administrative expenses	$	(2.3)	$	(0.6)	$	(1.7)	283.3	%	$	(7.5)	$	(12.7)	$	5.2	(40.9)	%

Equity in earnings of joint ventures for the three months ended June 30, 2025 increased $0.3 million, or 42.9%, to $1.0 million compared to $0.7 million for the corresponding period last year. The increase in equity in earnings of joint ventures for the three months ended June 30, 2025 was primarily due to favorable earnings of an investment in the current year compared to the prior year. Equity in earnings of joint ventures for the nine months ended June 30, 2025 increased $26.6 million, or 100.4%, to $0.1 million compared to a loss of $26.5 million for the corresponding period last year. The change in equity in losses of joint ventures for the nine months ended June 30, 2025 was primarily due to impairment losses of $35.9 million recognized in fiscal 2024 that did not repeat in fiscal 2025.

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 summer months when weather and daylight hours are more conducive to outdoor activities. 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. Our construction and project management services also typically expand during the summer months when weather and daylight hours are more conducive to outdoor activities. 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.

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, dividend payments, and refinancing or 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 $45 million for restructuring costs in fiscal 2025 associated with restructuring actions taken in prior periods 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 June 30, 2025, 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. 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 June 30, 2025, cash and cash equivalents were $1,794.1 million, an increase of $209.2 million from $1,584.9 million at September 30, 2024, which included cash and cash equivalents included in current assets held for sale.

Net cash provided by operating activities was $625.5 million for the nine months ended June 30, 2025 as compared to $528.7 million for the nine months ended June 30, 2024. The change was primarily attributable to an increase in net income of approximately $221.3 million, partially offset by cash used by changes in working capital of $52.9 million, and a decrease in adjustments for non-cash items of approximately $71.7 million. The sale of trade receivables to financial institutions included in operating cash flows increased $60.1 million during the nine months ended June 30, 2025 compared to the nine months ended June 30, 2024. We expect to continue to sell trade receivables in the future as long as the terms continue to remain favorable to us.

Net cash used in investing activities was $133.3 million for the nine months ended June 30, 2025, as compared to $185.9 million for the nine months ended June 30, 2024. The change was primarily attributable to cash repayments of $16.6 million on the revolving credit facility from the counterparty to our sale of our civil infrastructure construction business, a $17.9 million decrease in investments in unconsolidated joint ventures and a decrease in cash payments for capital expenditures of approximately $20.6 million, partially offset by cash outflow from the deconsolidation of a discontinued operation of $45.4 million.

Net cash used in financing activities was $281.6 million for the nine months ended June 30, 2025 as compared to net cash provided by financing activities of $44.4 million for the nine months ended June 30, 2024. The change from the prior year was primarily attributable to $320.1 million in net cash proceeds pursuant to Amendment No. 14 of the Credit Agreement that occurred in the third quarter of fiscal 2024. Total borrowings under our Credit Agreement may vary during the period as we regularly draw and repay amounts to fund working capital.

Working Capital

Working capital, or current assets less current liabilities, increased $237.1 million, or 29.6%, to $1,039.1 million at June 30, 2025 from $802.0 million at September 30, 2024. Net accounts receivable and contract assets, net of contract liabilities, decreased to $3,355.0 million at June 30, 2025 from $3,301.4 million at September 30, 2024.

Days Sales Outstanding (DSO), which includes net accounts receivable and contract assets, net of contract liabilities, was 72 days at June 30, 2025 compared to 70 days at September 30, 2024.

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.

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.

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Debt

Debt consisted of the following:


	June 30, 2025		September 30, 2024

	(in millions)
Credit Agreement	$	1,441.6	$	1,446.6
2027 Senior Notes	997.3		997.3
Other debt	109.3		95.9
Total debt	2,548.2		2,539.8
Less: Current portion of debt and short-term borrowings	(73.2)		(66.9)
Less: Unamortized debt issuance costs	(19.1)		(22.6)
Long-term debt	$	2,455.9	$	2,450.3

The following table presents, in millions, scheduled maturities of our debt as of June 30, 2025:


Fiscal Year
2025 (three months remaining)	$	22.5
2026	59.4
2027	1,025.7
2028	19.0
2029	758.7
Thereafter	662.9
Total	$	2,548.2

Credit Agreement

On April 19, 2024, we entered into Amendment No. 14 to Syndicated Facility Agreement (as amended, modified or otherwise supplemented, the "Credit Agreement"), pursuant to which we obtained a new $1,500,000,000 revolving credit facility (the “New Revolving Credit Facility”), a new $$750,000,000 term loan A facility (the “New Term A Facility” and, together with the New Revolving Credit Facility, the “New Pro Rata Facilities”) and a new $700,000,000 term loan B facility (the “New Term B Facility” and, together with the New Pro Rata Facilities, the “New Credit Facilities”). The New Revolving Credit Facility and the New Term A Facility mature on April 19, 2029. The New Term B Facility matures on April 19, 2031. The New Term A Facility and the New Term B Facility were borrowed in full on April 19, 2024 in U.S. dollars. Loans under the New Revolving Credit Facility may be borrowed, and letters of credit thereunder may be issued, in U.S. dollars or in certain foreign currencies. The New Credit Facilities replace in full our existing revolving credit facility, term loan A facility and term loan B facility, and borrowings under the New Credit Facilities were used to refinance in full our existing credit facilities and for general corporate purposes. The Credit Agreement permits us to designate certain of our subsidiaries as additional co-borrowers from time to time. Currently, there are no co-borrowers under the New Credit Facilities. On October 29, 2024, we entered into Amendment No. 15 to Syndicated Facility Agreement, pursuant to which we reduced the interest rate spread applicable to our New Term B Facility.

Borrowings under (a) the New Revolving Credit Facility (in U.S. dollars) and the New Term A Facility bear interest at a rate per annum equal to, at our option, (i) a Term SOFR rate (with a 0% floor and SOFR adjustment of 0.10%) or (ii) a base rate (with a 0% floor), in each case, plus an applicable margin of 1.225% in the case of the Term SOFR rate and 0.225% in the case of the base rate, and (b) the New Revolving Credit Facility in currencies other than U.S. dollars bear interest at a rate per annum equal to the applicable reference rate for such currency (including any related adjustments), plus an applicable margin of 1.225%. The applicable margin is subject, in each case, to adjustment based on our consolidated leverage ratio from time to time.

Borrowings under the New Term B Facility, after giving effect to Amendment No. 15 to Syndicated Facility Agreement, bear interest at a rate per annum equal to, at our option, (a) a Term SOFR rate (with a 0% floor and a SOFR adjustment of 0%) or (b) a base rate (with a 0% floor), in each case, plus an applicable margin of 1.75% in the case of the Term SOFR rate and 0.75% in the case of the base rate.

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Certain of our material subsidiaries (the “Guarantors”) have guaranteed our obligations of the borrowers under the Credit Agreement, subject to certain exceptions. The borrowers’ obligations under the Credit Agreement are secured by a lien on substantially all of our assets and the Guarantors’ assets, subject to certain exceptions.

The Credit Agreement contains customary negative covenants that include, among other things, limitations on our ability and certain of our subsidiaries, subject to certain exceptions, to incur liens and debt, make investments, dispositions, and restricted payments, change the nature of our business, consummate mergers, consolidations and the sale of all or substantially all of our respective assets and transact with affiliates. We are also required to maintain a consolidated leverage ratio of less than or equal to 4.00 to 1.00 (subject to certain adjustments in connection with permitted acquisitions), tested on a quarterly basis (the “Financial Covenant”). The Financial Covenant does not apply to the New Term B Facility. As of June 30, 2025, we were in compliance with the covenants of the Credit Agreement.

At June 30, 2025 and September 30, 2024, letters of credit totaled $4.4 million and $4.4 million, respectively, under our New Revolving Credit Facility. As of June 30, 2025 and September 30, 2024, we had $1,495.6 million and $1,495.6 million, respectively, available under our New Revolving Credit Facility.

2027 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 “2027 Senior Notes”). On June 30, 2017, we completed an exchange offer to exchange the unregistered 2027 Senior Notes for registered notes, as well as related guarantees.

As of June 30, 2025, the estimated fair value of the 2027 Senior Notes was approximately $993.6 million. The fair value of the 2027 Senior Notes as of June 30, 2025 was derived by taking the mid-point of the trading prices from an observable market input (Level 2) in the secondary bond market and multiplying it by the outstanding balance of the 2027 Senior Notes. Interest was payable on the 2027 Senior Notes at a rate of 5.125% per annum. Interest on the 2027 Senior Notes was payable semi-annually on March 15 and September 15 of each year, commencing on September 15, 2017. The 2027 Senior Notes were set to 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 2027 Senior Notes, at a redemption price equal to 100% of their principal amount, plus a “make whole” premium as of the redemption date, and accrued and unpaid interest to the redemption date.

We were in compliance with the covenants relating to the 2027 Senior Notes as of June 30, 2025.

On July 22, 2025, we used a portion of the net proceeds of the offering of the 2033 Senior Notes (defined below) to purchase $732,914,000 in principal amount of the 2027 Senior Notes that were validly tendered and not validly withdrawn at or prior to the July 21, 2025 expiration date of its previously announced tender offer for the 2027 Senior Notes. The purchase included a make-whole payment of $6.4 million.

In addition, we also issued a redemption notice to noteholders to redeem on August 14, 2025 the remaining 2027 Senior Notes that are outstanding and not tendered in the tender offer. The redemption is expected to include a make-whole payment of $2.3 million.

2033 Senior Notes

On July 22, 2025, we completed an offering of $1,200,000,000 aggregate principal amount of our 6.000% Senior Notes due 2033 (the “2033 Senior Notes”).

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Interest will be payable on the 2033 Senior Notes at a rate of 6.000% per annum. Interest on the 2033 Senior Notes will be payable semi-annually in arrears on February 1 and August 1 of each year, commencing on February 1, 2026. The 2033 Senior Notes will mature on August 1, 2033.

Prior to August 1, 2028, we may redeem all or part of the 2033 Senior Notes at a redemption price equal to 100% of the principal amount to be redeemed, plus a “make whole” premium as of the redemption date, and accrued and unpaid interest to, but excluding, the redemption date. In addition, prior to August 1, 2028, we may redeem up to 40% of the aggregate principal amount of the 2033 Senior Notes with proceeds from certain equity offerings at a redemption price equal to 106% of the principal amount to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Furthermore, at any time on or after August 1, 2028, we may redeem on one or more occasions all or part of the 2033 Senior Notes at the redemption prices set forth below, plus accrued and unpaid interest thereon to, but excluding, the redemption date, if redeemed during the 12-month period beginning on August 1 of each of the years indicated below:

Percentage

2028 ................................................................................................................... 103.000%

2029 ................................................................................................................... 101.500%

2030 and thereafter ................................................................................................ 100.000%

The indenture pursuant to which the 2033 Senior Notes were issued contains customary events of default, including, among other things, payment default, failure to provide certain notices thereunder and certain provisions related to bankruptcy events. The indenture also contains customary negative covenants.

Other Debt and Other Items

Other debt consists primarily of obligations under capital leases and loans, and unsecured credit facilities. The 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 June 30, 2025 and September 30, 2024, these outstanding standby letters of credit totaled $895.2 million and $934.5 million, respectively. As of June 30, 2025, we had $376.7 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 and interest rate cap agreements during the nine months ended June 30, 2025 and 2024 was 5.1% and 5.5%, respectively.

Interest expense in the consolidated statements of operations included amortization of deferred debt issuance costs for the three and nine months ended June 30, 2025 of $1.2 million and $3.9 million, respectively, and for the three and nine months ended June 30, 2024 of $4.0 million and $6.4 million, respectively.

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 entities. 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 5, 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 June 30, 2025, there was approximately $899.6 million, including both continuing and discontinued operations, 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.

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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 June 30, 2025, our defined benefit pension plans had an aggregate deficit (the excess of projected benefit obligations over the fair value of plan assets) of approximately $102.5 million. The total amounts of employer contributions paid for the nine months ended June 30, 2025 were $7.7 million for U.S. plans and $17.2 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 plans that we do not control or manage. For the year ended September 30, 2024, we contributed $2.5 million to multiemployer pension plans.

Contractual Obligations

Refer to our Annual Report on Form 10-K for the year ended September 30, 2024 for a discussion of our contractual obligations. There have been no changes, outside of the ordinary course of business, to these contractual obligations during the nine months ended June 30, 2025.

Condensed Combined Financial Information

The 2027 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). Accordingly, 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. 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 June 30, 2025 and September 30, 2024, and for the nine months ended June 30, 2025.

Condensed Combined Balance Sheets

Parent and Subsidiary Guarantors

(unaudited - in millions)


	June 30, 2025		September 30, 2024
Current assets	$	3,700.0	$	3,405.2
Non-current assets	3,038.1		3,033.6
Total assets	$	6,738.1	$	6,438.8

Current liabilities	$	3,021.0	$	2,918.1
Non-current liabilities	2,922.0		2,913.0
Total liabilities	5,943.0		5,831.1

Total stockholders’ equity	795.1		607.7
Total liabilities and stockholders’ equity	$	6,738.1	$	6,438.8

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Condensed Combined Statement of Operations

Parent and Subsidiary Guarantors

(unaudited - in millions)


	For the nine months ended
	June 30, 2025
Revenue	$	7,038.6
Cost of revenue	6,647.7
Gross profit	390.9

Net income from continuing operations	114.1
Net loss from discontinued operations	—
Net income	$	114.1

Net income attributable to AECOM	$	114.1

New Accounting Pronouncements and Changes in Accounting

For information regarding recent accounting pronouncements, see Notes to Consolidated Financial Statements included in Part I, Item 1.

Critical Accounting Estimates

Our accounting policies often require management to make significant estimates and assumptions using information available at the time the estimates are made. Such estimates and assumptions significantly affect various reported amounts of assets, liabilities, revenues and expenses. If future experience differs significantly from these estimates and assumptions, our results of operations and financial condition could be affected.

The Notes to Consolidated Financial Statements in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended September 30, 2024 (the “2024 Form 10-K”), and “Critical Accounting Estimates” in Part II, Item 7 of the 2024 Form 10-K describe the significant accounting policies and estimates used in the preparation of our consolidated financial statements. We have not materially changed our estimation methodology since the 2024 Form 10-K.

Item 3. 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.

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Interest Rates

Our Credit Agreement and other debt obligations are subject to variable rate interest which could be adversely affected by an increase in interest rates. As of June 30, 2025 and September 30, 2024, we had $1,441.6 million and $1,446.6 million, respectively, in outstanding borrowings under our term credit agreements and 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 0.125% to 1.00% and the applicable margin that is added to borrowings in the Term SOFR rate can range from 1.125% to 2.00%. For the nine months ended June 30, 2025, our weighted average floating rate borrowings were $1,635.6 million, or $935.6 million excluding borrowings with effective fixed interest rates due to interest rate swap and interest rate cap agreements. If short-term floating interest rates had increased by 1.00%, our interest expense for the nine months ended June 30, 2025 would have increased by $7.0 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.

Item 4. 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 June 30, 2025 to ensure that information required to be disclosed by us in this Quarterly Report on Form 10-Q 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 officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the fiscal quarter ended June 30, 2025 identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. 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 15, 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 15, 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 1. From time to time, we establish reserves for litigation when we consider it probable that a loss will occur.

Item 1A. Risk Factors

There have been no material changes to the risk factors as disclosed in Part I, Item 1A, Risk Factors in our most recent Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Stock Repurchase Program

The following table shows the repurchase activity for each of the three months ended June 30, 2025:


Fiscal Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Approximate Dollar Value that May Yet Be Purchased Under the Plans or Programs(1)

April 1 - 30, 2025	—	$	—	—	$	899,200,000
May 1 - 31, 2025	45,364	$	103.95	45,364	$	894,500,000
June 1 - 30, 2025	0	$	—	0	$	894,500,000
Total	45,364			45,364

_____________________________________________________________

(1)On November 14, 2024, the Board approved an increase in the Company’s repurchase authorization up to an aggregate amount of $1.0 billion with no expiration date. Stock repurchases can be made through open market purchases or other methods, including pursuant to a Rule 10b5-1 plan.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosure

None.

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Item 5. Other Information

During the fiscal quarter ended June 30, 2025, no director or officer of the Company or a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits

The following documents are filed as Exhibits to the Report:

Incorporated by Reference
(Exchange Act Filings Located
at File No. 0-52423)

Exhibit
Numbers

Description

Form

Exhibit

Filing
Date

Filed
Herewith

3.1

Amended and Restated Certificate of Incorporation

Form 10-K

3.1

11/21/2011

3.2

Certificate of Amendment to Amended and Restated Certificate of Incorporation

Form S-4

3.2

8/1/2014

3.3

Certificate of Correction of Amended and Restated Certificate of Incorporation

Form 10-K

3.3

11/17/2014

3.4

Certificate of Amendment to the Certificate of Incorporation

Form 8-K

3.1

1/9/2015

3.5

Certificate of Amendment to the Certificate of Incorporation

Form 8-K

3.1

3/3/2017

3.6

Certificate of Amendment of Certificate of Incorporation

Form 10-K

3.7

5/6/2025

3.7

Third Amended and Restated Bylaws of the Company

Form 8-K

3.1

5/19/2023

4.1

Indenture, dated as of July 22, 2025, by and among AECOM, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, including the form of Note as Exhibit A

Form 8-K

4.1

7/22/2025

31.1

Certification of the Company’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of the Company’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101

The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 were formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

104

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in Inline XBRL

# Management contract or compensatory plan or arrangement
* Portions of the exhibit have been omitted as confidential

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	AECOM


Date: August 5, 2025	By:	/S/ GAURAV KAPOOR
		Gaurav Kapoor
		Chief Financial Officer

AECOM - Quarter Report: 2025 June (Form 10-Q)

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