What changed in this filing

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Item 1. Financial Statements

2025-08-05 compared with 2025-05-06 · 195 added, 181 removed, 727 unchanged (34% of the section changed)

40 unchanged sentences

AECOM STOCKHOLDERS’ EQUITY:

Common stock-authorized, 300,000,000 shares of $ 0.01 par value as of March 31, 2025 and September 30, 2024;

issued and outstanding 132,019,854 and 132,552,407 shares as of March 31, 2025 and September 30, 2024, respectively

Common stock-authorized, 300,000,000 shares of $ 0.01 par value as of June 30, 2025 and September 30, 2024;

issued and outstanding 132,318,294 and 132,552,407 shares as of June 30, 2025 and September 30, 2024, respectively

Additional paid-in capital 4,426,087 4,347,197

8 unchanged sentences

(unaudited - in thousands, except per share data)

Three Months Ended Six Months Ended

2025 March 31,

2024 March 31,

2025 March 31,

Three Months Ended Nine Months Ended

2025 June 30,

2024 June 30,

2025 June 30,

Revenue $ 4,178,440 $ 4,151,251 $ 11,964,205 $ 11,995,004

5 unchanged sentences

Income from operations 294,077 227,457 789,146 591,064

Other (loss) income ( 8,748 ) 2,622 ( 1,824 ) 5,191

Other income (loss) 823 963 ( 1,001 ) 6,154

Interest income 14,063 15,817 45,157 43,341

3 unchanged sentences

Net income from continuing operations 203,617 146,832 562,247 382,131

Net loss from discontinued operations ( 10,370 ) ( 109,388 ) ( 19,886 ) ( 110,675 )

Net (loss) income from discontinued operations ( 43,880 ) 5,677 ( 63,766 ) ( 104,998 )

Net income 159,737 152,509 498,481 277,133

3 unchanged sentences

Net income attributable to AECOM from continuing operations 174,846 129,477 506,294 337,546

Net loss attributable to AECOM from discontinued operations ( 10,704 ) ( 110,298 ) ( 21,012 ) ( 112,624 )

Net (loss) income attributable to AECOM from discontinued operations ( 43,880 ) 4,796 ( 64,892 ) ( 107,828 )

Net income attributable to AECOM $ 130,966 $ 134,273 $ 441,402 $ 229,718

12 unchanged sentences

(unaudited—in thousands)

Three Months Ended Six Months Ended

2025 March 31,

2024 March 31,

2025 March 31,

Three Months Ended Nine Months Ended

2025 June 30,

2024 June 30,

2025 June 30,

Net income $ 159,737 $ 152,509 $ 498,481 $ 277,133

Other comprehensive (loss) income, net of tax:

Net unrealized gain (loss) on derivatives, net of tax ( 7,186 ) 4,811 1,953 ( 9,401 )

Other comprehensive income (loss), net of tax:

Net unrealized loss on derivatives, net of tax ( 3,769 ) ( 375 ) ( 1,816 ) ( 9,776 )

Foreign currency translation adjustments 85,389 ( 4,422 ) 14,394 28,613

Pension adjustments, net of tax ( 13,263 ) ( 260 ) ( 4,868 ) ( 7,250 )

Other comprehensive (loss) income, net of tax 21,864 ( 20,310 ) ( 60,647 ) 16,644

Other comprehensive income (loss), net of tax 68,357 ( 5,057 ) 7,710 11,587

Comprehensive income, net of tax 228,094 147,452 506,191 288,720

22 unchanged sentences

Distributions to noncontrolling interests — — — — — ( 25,501 ) ( 25,501 )

BALANCE AT MARCH 31, 2025 $ 1,320 $ 4,378,663 $ ( 943,127 ) $ ( 1,151,420 ) $ 2,285,436 $ 180,851 $ 2,466,287

BALANCE AT JUNE 30, 2025 $ 1,323 $ 4,426,087 $ ( 874,861 ) $ ( 1,060,209 ) $ 2,492,340 $ 206,265 $ 2,698,605

Stock Additional

15 unchanged sentences

Distributions to noncontrolling interests — — — — — ( 26,972 ) ( 26,972 )

BALANCE AT MARCH 31, 2024 $ 1,359 $ 4,267,719 $ ( 909,970 ) $ ( 1,160,441 ) $ 2,198,667 $ 195,688 $ 2,394,355

BALANCE AT JUNE 30, 2024 $ 1,357 $ 4,318,755 $ ( 914,989 ) $ ( 1,106,797 ) $ 2,298,326 $ 200,350 $ 2,498,676

Consolidated Statements of Stockholders’ Equity

8 unchanged sentences

Stockholders’

BALANCE AT DECEMBER 31, 2024 $ 1,326 $ 4,351,963 $ ( 964,794 ) $ ( 1,184,485 ) $ 2,204,010 $ 195,533 $ 2,399,543

BALANCE AT MARCH 31, 2025 $ 1,320 $ 4,378,663 $ ( 943,127 ) $ ( 1,151,420 ) $ 2,285,436 $ 180,851 $ 2,466,287

Net income — — — 130,966 130,966 28,771 159,737

7 unchanged sentences

Distributions to noncontrolling interests — — — — — ( 3,463 ) ( 3,463 )

BALANCE AT MARCH 31, 2025 $ 1,320 $ 4,378,663 $ ( 943,127 ) $ ( 1,151,420 ) $ 2,285,436 $ 180,851 $ 2,466,287

BALANCE AT JUNE 30, 2025 $ 1,323 $ 4,426,087 $ ( 874,861 ) $ ( 1,060,209 ) $ 2,492,340 $ 206,265 $ 2,698,605

Stock Additional

6 unchanged sentences

Stockholders’

BALANCE AT DECEMBER 31, 2023 $ 1,360 $ 4,245,340 $ ( 889,788 ) $ ( 1,109,616 ) $ 2,247,296 $ 180,922 $ 2,428,218

BALANCE AT MARCH 31, 2024 $ 1,359 $ 4,267,719 $ ( 909,970 ) $ ( 1,160,441 ) $ 2,198,667 $ 195,688 $ 2,394,355

Net loss — — — 134,273 134,273 18,236 152,509

6 unchanged sentences

Distributions to noncontrolling interests — — — — — ( 16,573 ) ( 16,573 )

BALANCE AT MARCH 31, 2024 $ 1,359 $ 4,267,719 $ ( 909,970 ) $ ( 1,160,441 ) $ 2,198,667 $ 195,688 $ 2,394,355

BALANCE AT JUNE 30, 2024 $ 1,357 $ 4,318,755 $ ( 914,989 ) $ ( 1,106,797 ) $ 2,298,326 $ 200,350 $ 2,498,676

See accompanying Notes to Consolidated Financial Statements.

1 unchanged sentence

(unaudited - in thousands)

Six Months Ended March 31,

Nine Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

35 unchanged sentences

Other financing activities ( 5,235 ) 573

Net cash used in financing activities ( 236,449 ) ( 188,426 )

Net cash (used in) provided by financing activities ( 281,603 ) 44,374

EFFECT OF EXCHANGE RATE CHANGES ON CASH ( 1,342 ) ( 1,154 )

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 15,203 ( 73,097 )

NET INCREASE IN CASH AND CASH EQUIVALENTS 209,215 386,039

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,584,862 1,262,152

11 unchanged sentences

The consolidated financial statements included in this report have been prepared consistently with the accounting policies described in the Annual Report, except as noted, and should be read together with the Annual Report.

The results of operations for the three and six months ended March 31, 2025 are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2025.

The results of operations for the three and nine months ended June 30, 2025 are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2025.

As discussed in more detail in Note 3, the Company concluded that its self-perform at-risk construction businesses met the criteria for held for sale beginning in the first quarter of fiscal 2020 and met the criteria for discontinued operation classification.

2 unchanged sentences

The Company reports its annual results of operations based on 52- or 53-week periods ending on the Friday nearest September 30.

The interim consolidated financial statements are presented for the periods ending on March 28, 2025 and March 29, 2024.

For clarity of presentation, all periods are presented as if the periods ended on September 30 and March 31.

The interim consolidated financial statements are presented for the periods ending on June 27, 2025 and June 28, 2024.

For clarity of presentation, all periods are presented as if the periods ended on September 30 and June 30.

New Accounting Pronouncements and Changes in Accounting

In November 2023, the Financial Accounting Standards Board (FASB) amended the guidance of Accounting Standards Codification (ASC) 280, Segment Reporting , requiring public entities to disclose significant segment expenses and other segment items on an interim basis.

The new guidance is effective for the Company for its annual financial statements in fiscal year 2025 and for its interim and annual financial statements in fiscal year 2026, with early adoption permitted.

The new guidance is effective for the Company for its annual financial statements in fiscal year 2025 and for its interim financial statements in fiscal year 2026, with early adoption permitted.

The Company is currently evaluating the impact that the adoption of this new guidance will have on its financial statement presentation.

5 unchanged sentences

In November 2024, the FASB issued ASU 2024-03 requiring public entities to provide disaggregated disclosures in the notes of the financial statements of certain categories of expenses that are included in expense line items on the face of the income statement on an interim basis.

The new guidance is effective for the Company for its annual financial statements in fiscal year 2027 and for its interim and annual financial statements in fiscal year 2028, with early adoption permitted.

The new guidance is effective for the Company for its annual financial statements in fiscal year 2027 and for its interim financial statements in fiscal year 2028, with early adoption permitted.

The Company is currently evaluating the impact that the adoption of this new guidance will have on its financial statements.

11 unchanged sentences

Concurrently, the Company participated as a member of a lending group in a revolving credit facility for the counterparty, committing to fund $ 30 million that matures in May 2029.

At March 31, 2025, the counterparty had $ 7.8 million outstanding under the credit facility, and all cash flows were classified as other investing activities.

At June 30, 2025, the counterparty had $ 4.4 million outstanding under the credit facility, and all cash flows were classified as other investing activities.

During the second quarter of fiscal 2025, the Company and its joint venture counterparty amended the joint venture agreement for a business classified as held for sale.

3 unchanged sentences

No gain or loss was recognized in the deconsolidation of the joint venture during the second quarter of fiscal 2025.

Department of Energy Deactivation, Demolition, and Removal Project

A former affiliate of the Company, Amentum Environment & Energy, Inc., f/k/a AECOM Energy and Construction, Inc.

(“Former Affiliate”), executed a cost-reimbursable task order with the Department of Energy (DOE) in 2007 to provide deactivation, demolition and removal services at a New York State project site that, during 2010, experienced contamination and performance issues.

In February 2011, the Former Affiliate and the DOE executed a Task Order Modification that changed some cost-reimbursable contract provisions to at-risk.

The Task Order Modification, including subsequent amendments, required the DOE to pay all project costs up to $ 106 million, required the Former Affiliate and the DOE to equally share in all project costs incurred from $ 106 million to $ 146 million, and required the Former Affiliate to pay all project costs exceeding $ 146 million.

Due to unanticipated requirements and permitting delays by federal and state agencies, as well as delays and related ground stabilization activities caused by Hurricane Irene in 2011, the Former Affiliate was required to perform work outside the scope of the Task Order Modification.

In December 2014, the Former Affiliate submitted an initial set of claims against the DOE pursuant to the Contracts Disputes Acts seeking recovery of $ 103 million, including additional fees on changed work scope (the “2014 Claims”).

On December 6, 2019, the Former Affiliate submitted a second set of claims against the DOE seeking recovery of an additional $ 60.4 million, including additional project costs and delays outside the scope of the contract as a result of differing site and ground conditions (the “2019 Claims”).

The Former Affiliate also submitted three alternative breach of contract claims to the 2014 Claims and the 2019 Claims that may entitle the Former Affiliate to recovery of $ 148.5 million to $ 329.4 million.

On December 30, 2019, the DOE denied the Former Affiliate’s 2014 Claims.

On September 25, 2020, the DOE denied the Former Affiliate’s 2019 Claims.

The Company filed an appeal of these decisions on December 20, 2020 in the Court of Federal Claims.

Deconstruction, decommissioning and site restoration activities are complete.

On January 31, 2020, the Company completed the sale of its Management Services business, including the Former Affiliate who worked on the DOE project, to Maverick Purchaser Sub LLC (“MS Purchaser”), an affiliate of American Securities LLC and Lindsay Goldberg LLC.

The Company and the MS Purchaser agreed that all future DOE project claim recoveries and costs will be split 10 % to the MS Purchaser and 90 % to the Company with the Company retaining control of all future strategic legal decisions.

The Company intends to vigorously pursue all claimed amounts but can provide no certainty that the Company will recover 2014 Claims and 2019 Claims submitted against the DOE, or any additional incurred claims or costs, which could have a material adverse effect on the Company’s results of operations.

Refinery Turnaround Project

A former affiliate of the Company, which was sold in a series of transactions to effectuate the sale of the self‑perform at-risk construction businesses, entered into an agreement to perform turnaround maintenance services in Montana in December 2017.

The former affiliate performed additional work outside of the original contract and became entitled to payment from the refinery owner.

As part of the sale of the former affiliate, the refinery turnaround project, including related claims, were retained by the Company.

The former affiliate's claims against the refinery owner and the refinery owner's crossclaims against the Company's former affiliate moved to federal court.

A jury trial was completed on February 1, 2025, resulting in a favorable verdict for the Company.

As a result of unfavorable court orders on post-trial motions during the third quarter of fiscal 2025, including pre-judgment interest and prompt payment interest, and issuance of the associated judgment, the Company recorded a $ 53.0 million loss from the reduction in the expected future net cash proceeds the Company would receive as a result of the trial verdict.

The Company has appealed the judgment.

The loss is reported in discontinued operations as the project was completed prior to the sale of the former affiliate.

The following table represents summarized balance sheet information of assets and liabilities held for sale (in millions):

10 unchanged sentences

The following table represents summarized income statement information of discontinued operations (in millions):

Three Months Ended Six Months Ended

2025 March 31,

2024 March 31,

2025 March 31,

Three Months Ended Nine Months Ended

2025 June 30,

2024 June 30,

2025 June 30,

Revenue $ — $ 37.3 $ 102.7 $ 138.4

Cost of revenue — 41.8 106.6 139.5

Gross profit (loss) 3.9 1.5 ( 3.8 ) 3.4

Gross loss — ( 4.5 ) ( 3.9 ) ( 1.1 )

Equity in losses of joint ventures ( 0.1 ) — ( 6.1 ) ( 3.4 )

Loss on disposal activities ( 11.9 ) ( 109.6 ) ( 16.8 ) ( 113.1 )

(Loss) income on disposal activities ( 58.3 ) 12.7 ( 75.0 ) ( 100.4 )

Transaction costs — — — ( 0.2 )

Loss from operations ( 14.0 ) ( 111.7 ) ( 26.6 ) ( 113.3 )

(Loss) income from operations ( 58.4 ) 8.2 ( 85.0 ) ( 105.1 )

Other expense ( 0.4 ) ( 0.6 ) ( 0.8 ) ( 1.7 )

Loss before taxes ( 14.0 ) ( 112.2 ) ( 27.0 ) ( 114.4 )

Income tax benefit ( 3.7 ) ( 2.8 ) ( 7.1 ) ( 3.7 )

Net loss from discontinuing operations $ ( 10.3 ) $ ( 109.4 ) $ ( 19.9 ) $ ( 110.7 )

(Loss) income before taxes ( 58.8 ) 7.6 ( 85.8 ) ( 106.8 )

Income tax (benefit) expense ( 14.9 ) 1.9 ( 22.0 ) ( 1.8 )

Net (loss) income from discontinuing operations $ ( 43.9 ) $ 5.7 $ ( 63.8 ) $ ( 105.0 )

The significant components included in our Consolidated Statement of Cash Flows for the discontinued operations are as follows (in millions):

Three Months Ended Six Months Ended

2025 March 31,

2024 March 31,

2025 March 31,

Three Months Ended Nine Months Ended

2025 June 30,

2024 June 30,

2025 June 30,

Payments for capital expenditures $ — $ ( 0.3 ) $ — $ ( 2.4 )

Noncash increase in noncurrent assets held for sale due to deconsolidation of a joint venture $ — $ — $ 41.6 $ —

41.6 — 41.6 —

Noncash decrease in noncontrolling interest due to deconsolidation of a joint venture $ — $ — $ ( 13.8 ) $ —

The changes in the carrying value of goodwill by reportable segment for the six months ended March 31, 2025 were as follows:

The changes in the carrying value of goodwill by reportable segment for the nine months ended June 30, 2025 were as follows:

September 30,

Impact Acquired March 31,

Impact Acquired June 30,

(in millions)

2 unchanged sentences

Total $ 3,480.2 $ 5.2 $ 1.3 $ 3,486.7

The gross amounts and accumulated amortization of the Company’s acquired identifiable intangible assets with finite useful lives as of March 31, 2025 and September 30, 2024, included in intangible assets—net, in the accompanying consolidated balance sheets, were as follows:

March 31, 2025 September 30, 2024

The gross amounts and accumulated amortization of the Company’s acquired identifiable intangible assets with finite useful lives as of June 30, 2025 and September 30, 2024, included in intangible assets—net, in the accompanying consolidated balance sheets, were as follows:

June 30, 2025 September 30, 2024

Amount Accumulated

6 unchanged sentences

Backlog and Customer relationships $ 7.4 $ ( 2.2 ) $ 5.2 $ 671.7 $ ( 664.8 ) $ 6.9 1 - 11

Amortization expense of acquired intangible assets included within cost of revenue was $ 1.5 million and $ 9.4 million for the six months ended March 31, 2025 and 2024, respectively.

Amortization expense of acquired intangible assets included within cost of revenue was $ 1.8 million and $ 14.1 million for the nine months ended June 30, 2025 and 2024, respectively.

The following table presents estimated amortization expense of existing intangible assets for the remainder of fiscal 2025 and for the succeeding years:

Fiscal Year (in millions)

2025 (six months remaining) $ 0.8

2025 (three months remaining) $ 0.4

Revenue Recognition

4 unchanged sentences

These costs are passed through to clients and, in accordance with GAAP, are included in the Company’s revenue and cost of revenue.

These pass-through revenues for the six months ended March 31, 2025 and 2024 were $ 4.1 billion and $ 4.3 billion, respectively.

These pass-through revenues for the nine months ended June 30, 2025 and 2024 were $ 6.4 billion and $ 6.6 billion, respectively.

Recognition of revenue and profit is dependent upon a number of factors, including the accuracy of a variety of estimates made at the balance sheet date, such as engineering progress, material quantities, the achievement of milestones, penalty provisions, labor productivity and cost estimates.

26 unchanged sentences

The following tables present the Company’s revenues disaggregated by revenue sources:

Three Months Ended Six Months Ended

2025 March 31,

2024 March 31,

2025 March 31,

Three Months Ended Nine Months Ended

2025 June 30,

2024 June 30,

2025 June 30,

(in millions)

3 unchanged sentences

Total revenue $ 4,178.4 $ 4,151.2 $ 11,964.2 $ 11,995.0

Three Months Ended Six Months Ended

2025 March 31,

2024 March 31,

2025 March 31,

Three Months Ended Nine Months Ended

2025 June 30,

2024 June 30,

2025 June 30,

(in millions)

4 unchanged sentences

Remaining Unsatisfied Performance Obligations

As of March 31, 2025, the Company had allocated $ 18.5 billion of transaction price to unsatisfied or partially satisfied performance obligations, of which approximately 57 % is expected to be satisfied within the next twelve months .

As of June 30, 2025, the Company had allocated $ 17.9 billion of transaction price to unsatisfied or partially satisfied performance obligations, of which approximately 59 % is expected to be satisfied within the next twelve months .

The majority of remaining performance obligation after the first 12 months are expected to be recognized over a two-year period.

Contract liabilities represent billings as of the balance sheet date, as allowed under the terms of a contract, but not yet recognized as contract revenue pursuant to the Company's revenue recognition policy.

The Company recognized revenue of $ 771.9 million and $ 685.3 million during the six months ended March 31, 2025 and 2024, respectively, that was included in contract liabilities as of September 30, 2024 and 2023, respectively.

The Company recognized revenue of $ 859.9 million and $ 764.7 million during the nine months ended June 30, 2025 and 2024, respectively, that was included in contract liabilities as of September 30, 2024 and 2023, respectively.

The Company’s timing of revenue recognition may not be consistent with its rights to bill and collect cash from its clients.

10 unchanged sentences

Total accounts receivable—net $ 2,597.7 $ 2,793.3

Substantially all contract assets as of March 31, 2025 and September 30, 2024 are expected to be billed and collected within twelve months, except for claims.

Significant claims recorded in contract assets and other non-current assets were approximately $ 250 million and $ 180 million as of March 31, 2025 and September 30, 2024, respectively.

Substantially all contract assets as of June 30, 2025 and September 30, 2024 are expected to be billed and collected within twelve months, except for claims.

Significant claims recorded in contract assets and other non-current assets were approximately $ 320 million and $ 180 million as of June 30, 2025 and September 30, 2024, respectively.

The asset related to the Deactivation, Demolition, and Removal Project retained from the MS Purchaser as defined in and discussed in Note 3 is presented in prepaid expense and other current assets from continuing operations in the Consolidated Balance Sheet.

2 unchanged sentences

Negative macroeconomic trends or delays in payment of outstanding receivables could result in an increase in the estimated credit losses.

No single client accounted for more than 10% of the Company’s outstanding receivables at March 31, 2025 and September 30, 2024.

The Company sold trade receivables to financial institutions, of which $ 340.5 million and $ 319.5 million were outstanding as of March 31, 2025 and September 30, 2024, respectively.

No single client accounted for more than 10% of the Company’s outstanding receivables at June 30, 2025 and September 30, 2024.

The Company sold trade receivables to financial institutions, of which $ 355.6 million and $ 319.5 million were outstanding as of June 30, 2025 and September 30, 2024, respectively.

The Company does not retain financial or legal obligations for these receivables that would result in material losses.

20 unchanged sentences

Summary of financial information of the consolidated joint ventures is as follows:

June 30, 2025

(unaudited) September 30,

6 unchanged sentences

Total liabilities 636.6 765.1

Total AECOM deficit ( 17.2 ) ( 17.2 )

Total AECOM equity (deficit) 51.5 ( 17.2 )

Noncontrolling interests 204.9 172.1

1 unchanged sentence

Total liabilities and owners’ equity $ 893.0 $ 920.0

Total revenue of the consolidated joint ventures was $ 783.7 million and $ 1,171.4 million for the six months ended March 31, 2025 and 2024, respectively.

Total revenue of the consolidated joint ventures was $ 1,260.1 million and $ 1,799.2 million for the nine months ended June 30, 2025 and 2024, respectively.

The assets of the Company’s consolidated joint ventures are restricted for use only by the particular joint venture and are not available for the general operations of the Company.

11 unchanged sentences

AECOM’s investment in unconsolidated joint ventures $ 149.2 $ 138.1

Six Months Ended

2025 March 31,

Nine Months Ended

2025 June 30,

(in millions)

4 unchanged sentences

Summary of AECOM’s equity in earnings of unconsolidated joint ventures is as follows:

Six Months Ended

2025 March 31,

Nine Months Ended

2025 June 30,

(in millions)

11 unchanged sentences

The components of net periodic benefit cost other than the service cost component are included in other income in the consolidated statement of operations.

The following table details the components of net periodic benefit cost for the Company’s pension plans for the three and six months ended March 31, 2025 and 2024:

Three Months Ended Six Months Ended

March 31, 2025 March 31, 2024 March 31, 2025 March 31, 2024

The following table details the components of net periodic benefit cost for the Company’s pension plans for the three and nine months ended June 30, 2025 and 2024:

Three Months Ended Nine Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

(in millions)

3 unchanged sentences

Expected return on plan assets ( 1.2 ) ( 13.3 ) ( 1.3 ) ( 14.3 ) ( 3.6 ) ( 38.6 ) ( 4.1 ) ( 42.6 )

Amortization of prior service cost — 0.1 — 0.1 — 0.1 — 0.1

Amortization of net loss (gain) 0.9 ( 0.4 ) 0.8 ( 0.6 ) 2.8 ( 1.0 ) 2.3 ( 1.8 )

Net periodic benefit cost (credit) $ 1.7 $ ( 3.4 ) $ 1.9 $ ( 3.9 ) $ 5.1 $ ( 9.7 ) $ 5.5 $ ( 11.7 )

The total amounts of employer contributions paid for the six months ended March 31, 2025 were $ 4.8 million for U.S.

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.

11 unchanged sentences

Long-term debt $ 2,455.9 $ 2,450.3

The following table presents, in millions, scheduled maturities of the Company’s debt as of March 31, 2025:

2025 (six months remaining) $ 53.4

The following table presents, in millions, scheduled maturities of the Company’s debt as of June 30, 2025:

2025 (three months remaining) $ 22.5

Thereafter 662.9

24 unchanged sentences

The Financial Covenant does not apply to the New Term B Facility.

As of March 31, 2025, the Company was in compliance with the covenants of the Credit Agreement.

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 March 31, 2025 and September 30, 2024, letters of credit totaled $ 4.4 million and $ 4.4 million, respectively, under the Company’s New Revolving Credit Facility.

As of March 31, 2025 and September 30, 2024, the Company had $ 1,495.6 million and $ 1,495.6 million, respectively, available under its New Revolving Credit Facility.

At June 30, 2025 and September 30, 2024, letters of credit totaled $ 4.4 million and $ 4.4 million, respectively, under the Company’s New Revolving Credit Facility.

As of June 30, 2025 and September 30, 2024, the Company had $ 1,495.6 million and $ 1,495.6 million, respectively, available under its New Revolving Credit Facility.

2027 Senior Notes

1 unchanged sentence

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

As of March 31, 2025, the estimated fair value of the 2027 Senior Notes was approximately $ 997.3 million.

The fair value of the 2027 Senior Notes as of March 31, 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 is payable on the 2027 Senior Notes at a rate of 5.125 % per annum.

Interest on the 2027 Senior Notes is payable semi-annually on March 15 and September 15 of each year, commencing on September 15, 2017.

The 2027 Senior Notes will mature on March 15, 2027.

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, the Company may redeem all or part of the 2027 Senior Notes, at a redemption price equal to 100 % of their principal amount, plus a “make whole” premium as of the redemption date, and accrued and unpaid interest to the redemption date.

On or after December 15, 2026, the Company may redeem all or part of the 2027 Senior Notes at a redemption price equal to 100 % of their principal amount, plus accrued and unpaid interest on the redemption date.

The indenture pursuant to which the 2027 Senior Notes were issued contains customary events of default, including, among other things, payment default, exchange default, failure to provide notices thereunder and provisions related to bankruptcy events.

The indenture also contains customary negative covenants.

The Company was in compliance with the covenants relating to the 2027 Senior Notes as of March 31, 2025.

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

1 unchanged sentence

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 March 31, 2025 and September 30, 2024, these outstanding standby letters of credit totaled $ 889.3 million and $ 934.5 million, respectively.

As of March 31, 2025, the Company had $ 387.5 million available under these unsecured credit facilities.

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, the Company had $ 376.7 million available under these unsecured credit facilities.

Effective Interest Rate

The Company’s average effective interest rate on its total debt, including the effects of the interest rate swap and interest rate cap agreements, during the six months ended March 31, 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 six months ended March 31, 2025 of $ 1.2 million and $ 2.6 , respectively, and for the three and six months ended March 31, 2024 of $ 1.2 million and $ 2.4 million, respectively.

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 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.

Subsequent Events

2033 Senior Notes

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

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, the Company 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, the Company 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, the Company 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:

2028 ...................................................................................................................

2029 ...................................................................................................................

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

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.

2027 Senior Notes

On July 22, 2025, the Company used a portion of the net proceeds of the offering of the 2033 Senior Notes 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, the Company 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.

Derivative Financial Instruments and Fair Value Measurements

10 unchanged sentences

The notional principal, fixed rates and related effective and expiration dates of the Company’s outstanding interest rate swap agreements were as follows:

March 31, 2025

June 30, 2025

Notional Amount

19 unchanged sentences

In the event one-month SOFR exceeds 3.465 %, the Company will receive the spread between prevailing one-month SOFR and 3.465 %.

See Note 14 for accumulated balances and reporting period activities of derivatives related to reclassifications out of accumulated other comprehensive loss for the six months ended March 31, 2025 and 2024.

See Note 14 for accumulated balances and reporting period activities of derivatives related to reclassifications out of accumulated other comprehensive loss for the nine months ended June 30, 2025 and 2024.

Additionally, there were no material losses recognized in income due to amounts excluded from effectiveness testing from the Company’s interest rate swap agreements.

1 unchanged sentence

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 six months ended March 31, 2025 and 2024.

Gains and losses on these contracts were not material for the nine months ended June 30, 2025 and 2024.

Fair Value Measurements

6 unchanged sentences

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 $ 5.6 million in other income in the first six months of fiscal 2025 representing the decrease in fair value of these investments.

The Company recorded a loss of $ 6.9 million and $ 1.6 million in other income in the first nine months of fiscal 2025 and 2024, respectively, representing the decrease in fair value of these investments.

Below are the Company's non-pension financial assets and liabilities recorded at fair value on a recurring basis within the ASC 820-10 fair value hierarchy:

March 31, 2025

June 30, 2025

Balance Sheet Location Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair Value

16 unchanged sentences

The table below sets forth a summary of changes in the fair value of the Company's Level 3 investment assets:

Six Months Ended March 31, 2025

Nine Months Ended June 30, 2025

Beginning Balance Investment Gains/(Losses) Interest Earned Loans Collections Ending Balance

4 unchanged sentences

The grant date fair value of PEP awards and restricted stock unit awards is primarily based on that day’s closing market price of the Company’s common stock.

Restricted stock units and PEP unit activity for the six months ended March 31 was as follows:

Restricted stock units and PEP unit activity for the nine months ended June 30 was as follows:

Stock Units Weighted

8 unchanged sentences

Vested ( 0.2 ) $ 75.70 ( 0.3 ) $ 85.46 ( 0.3 ) $ 50.04 ( 0.4 ) $ 52.49

Outstanding at March 31, 0.8 $ 95.54 0.7 $ 109.67 0.8 $ 83.90 0.7 $ 95.37

Total compensation expense related to these share-based payments including stock options was $ 30.8 million and $ 30.6 million during the six months ended March 31, 2025 and 2024, respectively.

Unrecognized compensation expense related to total share-based payments outstanding as of March 31, 2025 and September 30, 2024 was $ 102.3 million and $ 68.7 million, respectively, to be recognized on a straight-line basis over the awards’ respective vesting periods which are generally three years .

The Company’s effective tax rate was 18.3 % and 23.4 % for the six months ended March 31, 2025 and 2024, respectively.

Cancelled ( 0.1 ) $ 95.96 0.0 $ — 0.0 $ — 0.0 $ —

Outstanding at June 30, 0.7 $ 95.58 0.7 $ 109.67 0.8 $ 83.95 0.7 $ 95.37

T otal compensation expense related to these share-based payments including stock options was $ 46.1 million and $ 44.8 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 $ 89.7 million and $ 68.7 million, respectively, to be recognized on a straight-line basis over the awards’ respective vesting periods which are generally three years .

The Company’s effective tax rate was 20.6 % and 23.6 % 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 21.0 % and the Company’s effective tax rate for the six-month period ended March 31, 2025 were a tax benefit of $ 35.2 million related to income tax credits and incentives, tax expense of $ 33.2 million related to foreign residual income, a tax benefit of $ 20.1 million related to deferred tax assets recognized due to legal entity restructuring, and tax expense of $ 14.0 million related to state income taxes.

federal corporate tax rate of 21.0 % and the Company’s effective tax rate for the nine-month period ended June 30, 2025 were a tax benefit of $ 47.2 million related to income tax credits and incentives, tax expense of $ 45.6 million related to foreign residual income, a tax benefit of $ 20.1 million related to deferred tax assets recognized due to legal entity restructuring, and tax expense of $ 19.6 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 21.0 % and the Company’s effective tax rate for the six-month period ended March 31, 2024 were a tax benefit of $ 29.4 million related to income tax credits and incentives, tax expense of $ 26.2 million related to foreign residual income, tax expense of $ 12.3 million related to state income taxes, a tax benefit of $ 6.9 million related to an audit settlement, and tax expense of $ 6.6 million related to changes in valuation allowances.

federal corporate tax rate of 21.0 % and the Company’s effective tax rate for the nine-month period ended June 30, 2024 were a tax benefit of $ 46.1 million related to income tax credits and incentives, tax expense of $ 39.7 million related to foreign residual income, tax expense of $ 18.2 million related to state income taxes, a tax benefit of $ 8.4 million related to the exclusion of tax on non-controlling interests, tax expense of $ 7.4 million related to changes in valuation allowances, a tax benefit of $ 6.9 million related to an audit settlement, and tax expense of $ 5.6 million related to nondeductible costs.

During the first quarter of fiscal 2025, the Company recognized deferred tax assets of $ 20.1 million related to legal entity restructuring.

22 unchanged sentences

The Company includes as potential common shares the weighted average dilutive effects of equity awards using the treasury stock method.

For the three and six months ended March 31, 2025 and 2024, equity awards excluded from the calculation of potential common shares were not significant.

For the three and nine months ended June 30, 2025 and 2024, equity awards excluded from the calculation of potential common shares were not significant.

The following table sets forth a reconciliation of the denominators for basic and diluted earnings per share:

Three Months Ended Six Months Ended

2025 March 31,

2024 March 31,

2025 March 31,

Three Months Ended Nine Months Ended

2025 June 30,

2024 June 30,

2025 June 30,

(in millions)

12 unchanged sentences

The components of lease expenses are as follows:

Three Months Ended Six Months Ended

March 31, 2025 March 31, 2024 March 31, 2025 March 31, 2024

Three Months Ended Nine Months Ended

June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024

(in millions)

6 unchanged sentences

Additional balance sheet information related to leases is as follows:

(in millions except as noted) Balance Sheet Classification March 31, 2025 September 30, 2024

(in millions except as noted) Balance Sheet Classification June 30, 2025 September 30, 2024

Operating lease assets Operating lease right-of-use assets $ 462.9 $ 432.2

7 unchanged sentences

Total non-current lease liabilities $ 564.4 $ 546.3

March 31, 2025 September 30, 2024

June 30, 2025 September 30, 2024

Weighted average remaining lease term (in years):

5 unchanged sentences

Additional cash flow information related to leases is as follows:

Six Months Ended

2025 March 31,

Nine Months Ended

2025 June 30,

(in millions)

8 unchanged sentences

Fiscal Year (in millions)

2025 (six months remaining) $ 83.6 $ 16.5

2025 (three months remaining) $ 42.3 $ 8.8

2026 156.5 31.7

14 unchanged sentences

Total $ 2,498.2 $ 2,385.7

Accrued contract costs above include balances related to professional liability accruals of $ 853.7 million and $ 831.8 million as of March 31, 2025 and September 30, 2024, respectively.

Accrued contract costs above include balances related to professional liability accruals of $ 835.5 million and $ 831.8 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 March 31, 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 six months ended March 31, 2025 and 2024.

During the first six months of fiscal 2025, the Company did not initiate any new transformational restructuring activities.

During the first six months of fiscal 2024, the Company incurred restructuring expenses of $ 51.6 million, including personnel and other costs of $ 38.6 million and real estate costs of $ 13.0 million, of which $ 7.3 million was accrued and unpaid at March 31, 2024.

On March 6, 2025, the Company’s Board of Directors declared a quarterly cash dividend of $ 0.26 per share, which was paid on April 17, 2025 to stockholders of record as of the close of business on April 2, 2025.

As of March 31, 2025, accrued and unpaid dividends totaled $ 36.6 million and were classified within other accrued expenses on the consolidated balance sheet.

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 $ 80.7 million, including personnel and other costs of $ 15.1 million and real estate costs of $ 65.6 million, of which $ 22.4 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 $ 0.26 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 $ 37.1 million and were classified within other accrued expenses on the consolidated balance sheet.

Reclassifications out of Accumulated Other Comprehensive Loss

The accumulated balances and reporting period activities for the three and six months ended March 31, 2025 and 2024 related to reclassifications out of accumulated other comprehensive loss are summarized as follows (in millions):

The accumulated balances and reporting period activities for the three and nine months ended June 30, 2025 and 2024 related to reclassifications out of accumulated other comprehensive loss are summarized as follows (in millions):

Adjustments Foreign

2 unchanged sentences

Comprehensive

Balances at December 31, 2024 $ ( 237.7 ) $ ( 752.0 ) $ 24.9 $ ( 964.8 )

Other comprehensive (loss) income before reclassification ( 6.4 ) 34.7 ( 4.9 ) 23.4

Amounts reclassified from accumulated other comprehensive income (loss) 0.5 — ( 2.2 ) ( 1.7 )

Balances at March 31, 2025 $ ( 243.6 ) $ ( 717.3 ) $ 17.8 $ ( 943.1 )

Other comprehensive (loss) income before reclassification ( 13.7 ) 85.3 ( 1.5 ) 70.1

Amounts reclassified from accumulated other comprehensive (loss) income 0.4 — ( 2.3 ) ( 1.9 )

Balances at June 30, 2025 $ ( 256.9 ) $ ( 632.0 ) $ 14.0 $ ( 874.9 )

Adjustments Foreign

2 unchanged sentences

Comprehensive

Balances at December 31, 2023 $ ( 235.0 ) $ ( 679.7 ) $ 24.9 $ ( 889.8 )

Other comprehensive income (loss) before reclassification 1.9 ( 27.0 ) 8.3 ( 16.8 )

Amounts reclassified from accumulated other comprehensive income (loss) 0.1 — ( 3.5 ) ( 3.4 )

Balances at March 31, 2024 $ ( 233.0 ) $ ( 706.7 ) $ 29.7 $ ( 910.0 )

Other comprehensive (loss) income before reclassification ( 0.4 ) ( 4.4 ) 3.0 ( 1.8 )

Amounts reclassified from accumulated other comprehensive (loss) income 0.2 — ( 3.4 ) ( 3.2 )

Balances at June 30, 2024 $ ( 233.2 ) $ ( 711.1 ) $ 29.3 $ ( 915.0 )

Adjustments Foreign

3 unchanged sentences

Balances at September 30, 2024 $ ( 252.0 ) $ ( 646.5 ) $ 15.8 $ ( 882.7 )

Other comprehensive income (loss) before reclassification 7.4 ( 70.8 ) 7.0 ( 56.4 )

Amounts reclassified from accumulated other comprehensive income (loss) 1.0 — ( 5.0 ) ( 4.0 )

Balances at March 31, 2025 $ ( 243.6 ) $ ( 717.3 ) $ 17.8 $ ( 943.1 )

Other comprehensive (loss) income before reclassification ( 6.2 ) 14.5 5.5 13.8

Amounts reclassified from accumulated other comprehensive (loss) income 1.3 — ( 7.3 ) ( 6.0 )

Balances at June 30, 2025 $ ( 256.9 ) $ ( 632.0 ) $ 14.0 $ ( 874.9 )

Adjustments Foreign

4 unchanged sentences

Other comprehensive (loss) income before reclassification ( 7.6 ) 28.6 0.7 21.7

Amounts reclassified from accumulated other comprehensive income (loss) 0.2 — ( 7.1 ) ( 6.9 )

Balances at March 31, 2024 $ ( 233.0 ) $ ( 706.7 ) $ 29.7 $ ( 910.0 )

Amounts reclassified from accumulated other comprehensive (loss) income 0.4 — ( 10.5 ) ( 10.1 )

Balances at June 30, 2024 $ ( 233.2 ) $ ( 711.1 ) $ 29.3 $ ( 915.0 )

Commitments and Contingencies

8 unchanged sentences

The Company’s unsecured credit arrangements are used for standby letters of credit issued in connection with general and professional liability insurance programs and for contract performance guarantees.

At March 31, 2025 and September 30, 2024, these outstanding standby letters of credit totaled $ 889.3 million and $ 934.5 million, respectively.

As of March 31, 2025, the Company had $ 387.5 million available under these unsecured credit facilities.

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, the Company had $ 376.7 million available under these unsecured credit facilities.

Performance arrangements typically have various expiration dates ranging from the completion of the project contract and extending beyond contract completion in some circumstances such as for warranties.

1 unchanged sentence

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.

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 March 31, 2025, the Company was contingently liable in the amount of approximately $ 893.7 million in issued standby letters of credit and $ 5.2 billion in issued surety bonds primarily to support project execution.

At June 30, 2025, the Company was contingently liable in the amount of approximately $ 899.6 million in issued standby letters of credit and $ 4.9 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.

2 unchanged sentences

(the “Fund”), in which the Company indirectly holds an equity interest and has an ongoing capital commitment to fund investments.

At March 31, 2025, the Company has capital commitments of $ 5.1 million to the Fund over the next 4 years.

At June 30, 2025, the Company has capital commitments of $ 5.1 million to the Fund over the next 4 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.

3 unchanged sentences

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.

Department of Energy Deactivation, Demolition, and Removal Project

A former affiliate of the Company, Amentum Environment & Energy, Inc., f/k/a AECOM Energy and Construction, Inc.

In February 2011, the Former Affiliate and the DOE executed a Task Order Modification that changed some cost-reimbursable contract provisions to at-risk.

On December 30, 2019, the DOE denied the Former Affiliate’s 2014 Claims.

On September 25, 2020, the DOE denied the Former Affiliate’s 2019 Claims.

The Company filed an appeal of these decisions on December 20, 2020 in the Court of Federal Claims.

Deconstruction, decommissioning and site restoration activities are complete.

Refinery Turnaround Project

The Former Affiliate of the Company entered into an agreement to perform turnaround maintenance services during a planned shutdown at a refinery in Montana in December 2017.

The turnaround project was completed in February 2019.

Due to circumstances outside of the Company’s Former Affiliate’s control, including client directed changes and delays and the refinery’s condition, the Company’s Former Affiliate performed additional work outside of the original contract of over $ 90 million and is entitled to payment from the refinery owner of approximately $ 144 million.

In March 2019, the refinery owner sent a letter to the Company's Former Affiliate alleging it incurred approximately $ 79 million in damages due to the Company's Former Affiliate's project performance.

In April 2019, the Company’s Former Affiliate filed and perfected a $ 132 million construction lien against the refinery for unpaid labor and materials costs.

In August 2019, following a subcontractor complaint filed in the Thirteenth Judicial District Court of Montana asserting claims against the refinery owner and the Company’s Former Affiliate, the refinery owner crossclaimed against the Company’s Former Affiliate and the subcontractor.

In October 2019, following the subcontractor’s dismissal of its claims, the Company’s Former Affiliate removed the matter to federal court and cross claimed against the refinery owner.

In December 2019, the refinery owner claimed $ 93.0 million in damages and offsets against the Company’s Former Affiliate.

On January 31, 2020, the Company completed the sale of its Management Services business, including the Former Affiliate, to the MS Purchaser;

however, the Refinery Turnaround Project, including related claims and liabilities, has been retained by the Company.

A jury trial was completed on February 1, 2025, resulting in a favorable verdict for the Company.

Based on the verdict and current estimate of recovery of items under post-verdict motions, the Company recorded an immaterial loss in the Company's Consolidated Statement of Operations for the six months ended March 31, 2025.

As the project was completed prior to the sale of the Former Affiliate, the loss is reported in discontinued operations.

Reportable Segments

14 unchanged sentences

($ in millions)

Three Months Ended March 31, 2025:

Three Months Ended June 30, 2025:

Revenue $ 3,277.2 $ 901.1 $ 0.1 $ — $ 4,178.4

5 unchanged sentences

Gross profit as a % of revenue 7.3 % 9.8 % 7.8 %

Three Months Ended March 31, 2024:

Three Months Ended June 30, 2024:

Revenue $ 3,246.9 $ 904.2 $ 0.1 $ — $ 4,151.2

5 unchanged sentences

Gross profit as a % of revenue 6.3 % 9.0 % 6.9 %

Six Months Ended March 31, 2025:

Nine Months Ended June 30, 2025:

Revenue $ 9,285.9 $ 2,677.9 $ 0.4 $ — $ 11,964.2

Gross profit 641.5 244.2 0.4 — 886.1

Equity in earnings (losses) of joint ventures 10.4 6.9 ( 0.9 ) — 16.4

Equity in earnings of joint ventures 12.6 9.0 0.1 — 21.7

General and administrative expenses — — ( 7.5 ) ( 111.2 ) ( 118.7 )

2 unchanged sentences

Gross profit as a % of revenue 6.9 % 9.1 % 7.4 %

Six Months Ended March 31, 2024:

Nine Months Ended June 30, 2024:

Revenue $ 9,324.2 $ 2,670.0 $ 0.8 $ — $ 11,995.0

5 unchanged sentences

Gross profit as a % of revenue 6.0 % 8.6 % 6.6 %

March 31, 2025 $ 7,799.7 $ 2,664.9 $ 49.6 $ 1,245.8

June 30, 2025 $ 7,864.3 $ 2,830.8 $ 46.8 $ 1,493.4

September 30, 2024 $ 7,988.1 $ 2,734.5 $ 53.2 $ 1,208.7

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements