What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-05 compared with 2025-05-06 · 160 added, 137 removed, 304 unchanged (49% of the section changed)

67 unchanged sentences

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 March 31, 2025, we had approximately $899.2 million remaining of the Board’s stock repurchase authorization.

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.

5 unchanged sentences

Results of Operations

Three and six months ended March 31, 2025 compared to the three and six months ended March 31, 2024

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

Consolidated Results

Three Months Ended Six Months Ended

2025 March 31,

2024 Changes March 31,

2025 March 31,

Three Months Ended Nine Months Ended

2025 June 30,

2024 Changes June 30,

2025 June 30,

($ in millions)

2 unchanged sentences

Gross profit 326.9 285.1 41.8 14.7 886.1 790.2 95.9 12.1

Equity in earnings of joint ventures 6.8 19.5 (12.7) (65.1) 16.4 (9.5) 25.9 (272.6)

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

1 unchanged sentence

Income from operations 294.0 227.5 66.5 29.2 789.1 591.1 198.0 33.5

Other (loss) income (8.7) 2.6 (11.3) (434.6) (1.8) 5.2 (7.0) (134.6)

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

3 unchanged sentences

Net income from continuing operations 203.7 146.8 56.9 38.8 562.3 382.1 180.2 47.2

Net loss from discontinued operations (10.3) (109.4) 99.1 (90.6) (19.9) (110.7) 90.8 (82.0)

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

3 unchanged sentences

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 attributable to AECOM from discontinued operations (10.6) (110.3) 99.7 (90.4) (21.0) (112.7) 91.7 (81.4)

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 %

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

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 100.0 % 100.0 % 100.0 % 100.0 %

1 unchanged sentence

Gross profit 7.8 6.9 7.4 6.6

Equity in earnings of joint ventures 0.2 0.5 0.2 (0.1)

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)

1 unchanged sentence

Income from operations 7.0 5.5 6.6 4.9

Other (loss) income (0.2) 0.1 0.0 0.1

Other income (loss) 0.0 0.0 0.0 0.1

Interest income 0.3 0.4 0.4 0.4

4 unchanged sentences

Net income from continuing operations 4.9 3.5 4.7 3.2

Net loss from discontinued operations (0.3) (2.8) (0.2) (1.4)

Net (loss) income from discontinued operations (1.1) 0.2 (0.5) (0.9)

Net income 3.8 3.7 4.2 2.3

3 unchanged sentences

Net income attributable to AECOM from continuing operations 4.2 3.1 4.2 2.8

Net loss attributable to AECOM from discontinued operations (0.3) (2.8) (0.3) (1.5)

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 %

Our revenue for the three months ended March 31, 2025 decreased $172.3 million, or 4.4%, to $3,771.6 million as compared to $3,943.9 million for the corresponding period last year.

Our revenue for the six months ended March 31, 2025 decreased $58.0 million, or 0.7%, to $7,785.8 million as compared to $7,843.8 million for the corresponding period last year.

While revenues in the current period declined from prior year, the Company's portion of revenue excluding pass-through revenue attributable to subcontractors continued to increase.

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.

7 unchanged sentences

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 March 31, 2025 and 2024 were $1.9 billion and $2.1 billion, respectively.

Pass-through revenue as a percentage of total revenue was 50% and 54% during the three months ended March 31, 2025 and 2024, respectively.

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

Pass-through revenue as a percentage of total revenue was 53% and 55% during the six months ended March 31, 2025 and 2024, respectively.

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 $3,480.8 million for the three months ended March 31, 2025 compared to $3,682.8 million for the corresponding period last year, a decrease of $202.0 million, or 5.5%.

Our cost of revenue decreased to $7,226.6 million for the six months ended March 31, 2025 compared to 7,338.7 million for the corresponding period last year, a decrease of $112.1 million, or 1.5%.

Substantially all of the change in our cost of revenue for the three and six months ended March 31, 2025 occurred in our Americas and International reportable segments, which is discussed in more detail below.

Our gross profit for the three months ended March 31, 2025 increased $29.7 million, or 11.4%, to $290.8 million as compared to $261.1 million for the corresponding period last year.

For the three months ended March 31, 2025 , gross profit, as a percentage of revenue, increased to 7.7% from 6.6% in the corresponding period last year.

Our gross profit for the six months ended March 31, 2025 increased $54.1 million , or 10.7% , to $559.2 million as compared to $505.1 million for the corresponding period last year.

For the six months ended March 31, 2025 , gross profit, as a percentage of revenue, increased to 7.2% from 6.4% in the corresponding period last year.

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.

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 March 31, 2025 was $6.8 million as compared to $19.5 million in the corresponding period last year.

Our equity in earnings of joint ventures for the six months ended March 31, 2025 was $16.4 million as compared to equity in losses of $9.5 million in the corresponding period last year.

The decrease in equity in earnings of joint ventures for the three months ended March 31, 2025 compared to the same period in the prior year was primarily due to a favorable close out in our AECOM Capital segment in the prior year that did not repeat in the current year.

The increase in equity in earnings of joint ventures for the six months ended March 31, 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.

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 March 31, 2025 decreased $4.7 million, or 10.5%, to $40.0 million as compared to $44.7 million for the corresponding period last year.

For the three months ended March 31, 2025, general and administrative expenses, as a percentage of revenue, was 1.1% which was consistent with the corresponding period last year.

Our general and administrative expenses for the six months ended March 31, 2025 increased $0.1 million, or 0.1%, to $80.5 million as compared to $80.4 million for the corresponding period last year.

For the six months ended March 31, 2025, general and administrative expenses, as a percentage of revenue, was 1.0% which was consistent with the corresponding period last year.

The decrease in general and administrative expenses for the three months ended March 31, 2025 was primarily due to increased costs related to nonrecurring expenses in our AECOM Capital segment in fiscal 2024 that did not repeat in fiscal 2025.

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.

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 six months ended March 31, 2025.

During the three and six months ended March 31, 2024, we incurred total restructuring costs of $35.4 million and $51.6 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 (loss) Income

Our other loss for the three months ended March 31, 2025 was $8.7 million compared to other income of $2.6 million for the corresponding period last year.

Our other loss for the six months ended March 31, 2025 was $1.8 million compared to other income of $5.2 million for the corresponding period last year.

The decreases in other income for the three and six months ended March 31, 2025 were primarily due to the decrease in fair value of our investments measured at fair value.

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 March 31, 2025 decreased to $14.5 million from $15.4 million for the corresponding period last year.

Our interest income for the six months ended March 31, 2025 increased to $31.1 million from $27.5 million for the corresponding period last year.

The increase in interest income for the six months ended March 31, 2025 was primarily due to an increase in our interest-bearing assets.

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 March 31, 2025 was $42.3 million as compared to $47.7 million for the corresponding period last year.

Our interest expense for the six months ended March 31, 2025 was $85.3 million as compared to $89.0 million for the corresponding period last year.

The decreases in interest expense for the three and six months ended March 31, 2025 were primarily due to a decrease in the use of our revolving credit facility as compared to the prior year.

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 March 31, 2025 was $51.2 million as compared to $45.4 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 $57.1 million, partially offset by tax benefit of $6.1 million related to changes in uncertain tax positions.

Our income tax expense for the six months ended March 31, 2025 was $80.5 million as compared to $72.0 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 $131.5 million, partially offset by 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, a tax benefit of $8.4 million related to changes in valuation allowances, and 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.

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.

1 unchanged sentence

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

1 unchanged sentence

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 $10.3 million for the three months ended March 31, 2025 and was $109.4 million for the three months ended March 31, 2024, a decrease of $99.1 million.

Net loss from discontinued operations was $19.9 million for the six months ended March 31, 2025 and was $110.7 million for the six months ended March 31, 2024, a decrease of $90.8 million.

The decreases in net loss from discontinued operations for the three and six months ended March 31, 2025 were primarily due to revisions of estimated contingent consideration related to the sale of our civil infrastructure construction business in fiscal 2024 that did not repeat in fiscal 2025.

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 $143.4 million and $310.4 million for the three and six months ended March 31, 2025 as compared to net income attributable to AECOM of $1.0 million and $95.4 million for the three and six months ended March 31, 2024.

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

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

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

($ in millions) ($ in millions)

3 unchanged sentences

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

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

Revenue 100.0 % 100.0 % 100.0 % 100.0 %

1 unchanged sentence

Gross profit 7.3 % 6.3 % 6.9 % 6.0 %

Revenue for our Americas segment for the three months ended March 31, 2025 decreased $141.9 million, or 4.7%, to $2,896.7 million as compared to $3,038.6 million for the corresponding period last year.

The decrease in revenue for the three months ended March 31, 2025 was primarily due to a decrease in pass-through revenues on contracts for which we subcontract work on behalf of our clients of $193.2 million compared to the corresponding period last year.

Revenue from increased project activity in the Americas included growth in our Transportation end market of $40.8 million, or 7.3%, offset by decreases in our Water and Environment end markets of $14.9 million, or 2.7%, and in our Facilities end market of $178.1 million, or 18.4%, compared to the corresponding period last year.

Revenue for our Americas segment for the six months ended March 31, 2025 decreased $68.6 million, or 1.1%, to $6,008.7 million as compared to $6,077.3 million for the corresponding period last year.

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.

1 unchanged sentence

Cost of Revenue

Cost of revenue for our Americas segment for the three months ended March 31, 2025 decreased by $170.0 million, or 6.0%, to $2,684.2 million compared to $2,854.2 million for the corresponding period last year.

Cost of revenue for our Americas segment for the six months ended March 31, 2025 decreased by $115.9 million, or 2.0%, to $5,606.0 million compared to $5,721.9 million for the corresponding period last year.

The decreases in cost of revenue for the three and six months ended March 31, 2025 were consistent with the decreases in revenue and was due to the decreases in subcontractor and other direct costs.

Gross profit for our Americas segment for the three months ended March 31, 2025 increased $28.1 million, or 15.2%, to $212.5 million as compared to $184.4 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 March 31, 2025 from 6.1% in the corresponding period last year.

Gross profit for our Americas segment for the six months ended March 31, 2025 increased $47.3, or 13.3%, to $402.7 million as compared to $355.4 million for the corresponding period last year.

As a percentage of revenue, gross profit increased to 6.7% of revenue for the six months ended March 31, 2025 from 5.8% in the corresponding period last year.

The increases in gross profit and gross profit as a percentage of revenue for the three and six months ended March 31, 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.

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 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 Six Months Ended

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

Three Months Ended Nine Months Ended

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

($ in millions) ($ in millions)

3 unchanged sentences

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

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

Revenue 100.0 % 100.0 % 100.0 % 100.0 %

1 unchanged sentence

Gross profit 9.8 % 9.0 % 9.1 % 8.6 %

Revenue for our International segment for the three months ended March 31, 2025 decreased $30.0 million, or 3.3%, to $874.8 million as compared to $904.8 million for the corresponding period last year.

The decrease in revenue for the three months ended March 31, 2025 was primarily due to a decrease in pass-through revenues of $26.5 million compared to the corresponding period in the prior year.

Revenue increased in our Water and Environment end market by $22.1 million, or 12.5%, offset by decreases in our Facilities end market, of $18.4 million, or 4.8%, and in our Transportation end market of $32.1 million, or 10.1%, compared to the corresponding period last year.

Revenue for our International segment for the six months ended March 31, 2025 increased $11.0 million, or 0.6%, to $1,776.8 million as compared to $1,765.8 million for the corresponding period last year.

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 March 31, 2025 decreased $32.0 million, or 3.9%, to $796.6 million as compared to $828.6 million for the corresponding period last year.

The decrease in cost of revenue for the three months ended March 31, 2025 was consistent with the decrease in revenue and was due to the decreases in subcontractor and other direct costs.

Cost of revenue for our International segment for the six months ended March 31, 2025 increased $3.8 million, or 0.2%, to $1,620.6 million as compared to $1,616.8 million for the corresponding period last year.

The increase in cost of revenue for the six months ended March 31, 2025 was consistent with the increase in revenue.

Gross profit for our International segment for the three months ended March 31, 2025 increased $2.0 million, or 2.6%, to $78.2 million as compared to $76.2 million for the corresponding period last year.

As a percentage of revenue, gross profit increased to 8.9% of revenue for the three months ended March 31, 2025 from 8.4% in the corresponding period last year.

Gross profit for our International segment for the six months ended March 31, 2025 increased $7.2 million, or 4.8%, to $156.2 million as compared to $149.0 million for the corresponding period last year.

As a percentage of revenue, gross profit increased to 8.8% of revenue for the six months ended March 31, 2025 from 8.4% in the corresponding period last year.

The increases in gross profit and gross profit as a percentage of revenue for the three and six months ended March 31, 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.

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 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.

AECOM Capital

Three Months Ended Six Months Ended

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

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 (losses) earnings of joint ventures $ (2.1) $ 9.7 $ (11.8) (121.6) % $ (0.9) $ (27.2) $ 26.3 (96.7) %

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 March 31, 2025 decreased $11.8 million, or 121.6%, to a loss of $2.1 million compared to earnings of $9.7 million for the corresponding period last year.

The change in equity in earnings of joint ventures for the three months ended March 31, 2025 was primarily due to favorable close out of an investment in the prior year that did not repeat in the current year.

Equity in losses of joint ventures for the six months ended March 31, 2025 decreased $26.3 million, or 96.7%, to $0.9 million compared to a loss of $27.2 million for the corresponding period last year.

The change in equity in losses of joint ventures for the six months ended March 31, 2025 was primarily due to impairment losses of $35.9 million recognized in the fiscal 2024 that did not repeat in fiscal 2025.

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.

We experience seasonal trends in our business.

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subsidiaries because such basis differences are able to and intended to be reinvested indefinitely.

At March 31, 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.

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.

At March 31, 2025, cash and cash equivalents, including cash and cash equivalents included in current assets held for sale, were $1,600.1 million, a decrease of $15.2 million from $1,584.9 million at September 30, 2024.

Net cash provided by operating activities was $341.7 million for the six months ended March 31, 2025 as compared to $237.4 million for the six months ended March 31, 2024.

The change was primarily attributable to an increase in net income of approximately $214.1 million and cash provided by changes in working capital of $24.7 million, partially offset by a decrease in adjustments for non-cash items of approximately $134.5 million.

The sale of trade receivables to financial institutions included in operating cash flows increased $63.6 million during the six months ended March 31, 2025 compared to the six months ended March 31, 2024.

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 $86.0 million for the six months ended March 31, 2025, as compared to $121.9 million for the six months ended March 31, 2024.

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 $236.4 million for the six months ended March 31, 2025 as compared to $188.4 million for the six months ended March 31, 2024.

The change from the prior year was primarily attributable to a $24.4 million increase in stock repurchases under our stock repurchase program and higher distributions to noncontrolling interests of $38.8 million, partially offset by higher contributions from noncontrolling interests of $13.8 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 $113.6 million, or 14.2%, to $915.6 million at March 31, 2025 from $802.0 million at September 30, 2024.

Net accounts receivable and contract assets, net of contract liabilities, decreased to $3,143.5 million at March 31, 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 73 days at March 31, 2025 compared to 70 days at September 30, 2024.

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.

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

The following table presents, in millions, scheduled maturities of our debt as of December 31, 2024:

2025 (six months remaining) $ 53.4

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

2025 (three months remaining) $ 22.5

Thereafter 662.9

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

As of March 31, 2025, we were in compliance with the covenants of the Credit Agreement.

As of June 30, 2025, we were 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 our New Revolving Credit Facility.

As of March 31, 2025 and September 30, 2024, we had $1,495.6 million and $1,495.6 million, respectively, available under our 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 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

1 unchanged sentence

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 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, 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.

On or after 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 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 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.

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”).

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:

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.

We were in compliance with the covenants relating to the 2027 Senior Notes as of March 31, 2025.

Other Debt and Other Items

1 unchanged sentence

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 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, we 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, 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 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 million, respectively, and for the three and six months ended March 31, 2024 of $1.2 million and $2.4 million, respectively.

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

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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 March 31, 2025, there was approximately $893.7 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.

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.

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 March 31, 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 $112.1 million.

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

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.

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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 six months ended March 31, 2025.

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

4 unchanged sentences

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 March 31, 2025 and September 30, 2024, and for the six months ended March 31, 2025.

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

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(unaudited - in millions)

March 31, 2025 September 30, 2024

June 30, 2025 September 30, 2024

Current assets $ 3,700.0 $ 3,405.2

9 unchanged sentences

(unaudited - in millions)

For the six months ended

March 31, 2025

For the nine months ended

June 30, 2025

Revenue $ 7,038.6

14 unchanged sentences

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 2. Management’s Discussion and Analysis