AECOM 10-Q

Item 2. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations Forward-Looking Statements This Quarterly Report contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that are not limited to historical facts, but reflect the Company’s current beliefs, expectations or intentions regarding future events. These statements include forward-looking statements with respect to the Company, including the Company’s business, operations and strategy, and infrastructure consulting industry. Statements that are not historical facts, without limitation, including statements that use terms such as “anticipates,” “believes,” “expects,” “estimates,” “intends,” “may,” “plans,” “potential,” “projects,” and “will” and that relate to our future revenues, expenditures and business trends; future reduction of our self-perform at-risk construction exposure; future accounting estimates; future contractual performance obligations; future conversions of backlog; future capital allocation priorities, including common stock repurchases, future trade receivables, future debt pay downs; future post-retirement expenses; future tax benefits and expenses, and the impact of future tax laws; future compliance with regulations; future legal claims and insurance coverage; future effectiveness of our disclosure and internal controls over financial reporting; future costs savings; and other future economic and industry conditions, are forward-looking statements. In light of the risks and uncertainties inherent in all forward-looking statements, the inclusion of such statements in this Quarterly Report should not be considered as a representation by us or any other person that our objectives or plans will be achieved. Although management believes that the assumptions underlying the forward-looking statements are reasonable, these assumptions and the forward-looking statements are subject to various factors, risks and uncertainties, many of which are beyond our control, including, but not limited to, our business is cyclical and vulnerable to economic downturns and client spending reductions; potential government shutdowns; changes in administration or other funding directives and circumstances may cause governmental agencies to modify, curtail or terminate our contracts; government contracts are subject to audits and adjustments of contractual terms; long-term government contracts and subject to uncertainties related to government contract appropriations; losses under fixed-price contracts; limited control over operations run through our joint venture entities; liability for misconduct by our employees or consultants; changes in government laws, regulations and policies, including failure to comply with laws or regulations applicable to our business; maintaining adequate surety and financial capacity; potential high leverage and inability to service our debt and guarantees; ability to continue payment of dividends; exposure to political and economic risks in different countries, including tariffs and trade policies, geopolitical events, and conflicts; inflation, currency exchange rates and interest rate fluctuations; changes in capital markets and stock market volatility; retaining and recruiting key technical and management personnel; legal claims and litigation; inadequate insurance coverage; environmental law compliance and inadequate nuclear indemnification; unexpected adjustments and cancellations related to our backlog; partners and third parties who may fail to satisfy their legal obligations; managing pension costs; AECOM Capital’s real estate development; cybersecurity issues, IT outages and data privacy; risks associated with the benefits and costs of the sale of our Management Services and self-perform at-risk civil infrastructure, power construction, and oil and gas construction businesses, including the risk that any purchase adjustments from those transactions could be unfavorable and any future proceeds owed to us as part of the transactions could be lower than we expect; as well as other additional risks and factors discussed in this Quarterly Report on Form 10‑Q and any subsequent reports we file with the SEC. Accordingly, actual results could differ materially from those contemplated by any forward-looking statement. All subsequent written and oral forward-looking statements concerning the Company or other matters attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. You are cautioned not to place undue reliance on these forward-looking statements, which speak only to the date they are made. The Company is under no obligation (and expressly disclaims any such obligation) to update or revise any forward-looking statement that may be made from time to time, whether as a result of new information, future developments or otherwise. Please review “Part II, Item 1A—Risk Factors” in this Quarterly Report for a discussion of the factors, risks and uncertainties that could affect our future results. Overview We are a leading global provider of professional infrastructure consulting and advisory services for governments, businesses and organizations throughout the world. We provide advisory, planning, consulting, architectural and engineering design, construction and program management services, and investment and development services to public and private clients worldwide in major end markets such as transportation, facilities, water, environmental, and energy. Our business focuses primarily on providing fee-based knowledge-based services. We primarily derive income from our ability to generate revenue and collect cash from our clients through the billing of our employees’ time spent on client projects and our ability to manage our costs. AECOM Capital primarily derives its income from real estate development sales and management fees. 29 Table of Contents We report our continuing business through three segments, each of which is described in further detail below: Americas, International, and AECOM Capital (ACAP). Such segments are organized by the differing specialized needs of the respective clients and how we manage the business. We have aggregated various operating segments into our reportable segments based on their similar characteristics, including similar long-term financial performance, the nature of services provided, internal processes for delivering those services, and types of customers. • Americas : Planning, advisory, consulting, architectural and engineering design, construction management and program management services to public and private clients in the United States, Canada, and Latin America in major end markets such as transportation, water, government, facilities, environmental, and energy. • International : Planning, advisory, consulting, architectural and engineering design services, site supervision and program management to public and private clients in Europe, the Middle East, India, Africa and the Asia-Australia-Pacific regions in major end markets such as transportation, water, government, facilities, environmental, and energy. • AECOM Capital (ACAP) : Primarily invests in and develops real estate projects. Our revenue is dependent on our ability to attract and retain qualified and productive employees, identify business opportunities, allocate our labor resources and capital to profitable and high growth markets, secure new contracts, and renew existing client agreements. Demand for our services may be vulnerable to sudden economic downturns and reductions in government and private industry spending, which may result in clients delaying, curtailing or canceling proposed and existing projects. Moreover, as a professional services company, maintaining the high quality of the work generated by our employees is integral to our revenue generation and profitability. Given the global nature of our business, our revenue is exposed to currency rate fluctuations that could change from period to period and year to year. Our costs consist primarily of the compensation we pay to our employees, including salaries, fringe benefits, the costs of hiring subcontractors, other project-related expenses and sales, general and administrative costs. At June 30, 2025, we had approximately $894.5 million remaining of the Board’s stock repurchase authorization. On November 14, 2024, the Board approved an increase in our stock repurchase authorization to $1.0 billion. We intend to deploy future available cash towards dividends and stock repurchases consistent with our returns driven capital allocation policy. We have exited substantially all of our self-perform at-risk construction businesses. As part of our ongoing plan to improve profitability and maintain a reduced risk profile, we continuously evaluate our business portfolio. We completed a transaction that transitioned the AECOM Capital team to a new third-party platform in the third quarter of fiscal 2024. The team will continue to support AECOM Capital’s investment vehicles pursuant to certain advisory agreements in a manner consistent with their current obligations. 30 Table of Contents Results of Operations Three and nine months ended June 30, 2025 compared to the three and nine months ended June 30, 2024 Consolidated Results Three Months Ended Nine Months Ended June 30, 2025 June 30, 2024 Changes June 30, 2025 June 30, 2024 Changes $ % $ % ($ in millions) Revenue $ 4,178.4 $ 4,151.2 $ 27.2 0.7 % $ 11,964.2 $ 11,995.0 $ (30.8) (0.3) % Cost of revenue 3,851.5 3,866.1 (14.6) (0.4) 11,078.1 11,204.8 (126.7) (1.1) Gross profit 326.9 285.1 41.8 14.7 886.1 790.2 95.9 12.1 Equity in earnings (losses) of joint ventures 5.3 7.7 (2.4) (31.2) 21.7 (1.8) 23.5 (1305.6) General and administrative expenses (38.2) (36.2) (2.0) 5.5 (118.7) (116.6) (2.1) 1.8 Restructuring costs — (29.1) 29.1 (100.0) — (80.7) 80.7 (100.0) Income from operations 294.0 227.5 66.5 29.2 789.1 591.1 198.0 33.5 Other income (loss) 0.8 1.0 (0.2) (20.0) (1.0) 6.2 (7.2) (116.1) Interest income 14.1 15.8 (1.7) (10.8) 45.2 43.3 1.9 4.4 Interest expense (40.1) (51.4) 11.3 (22.0) (125.4) (140.4) 15.0 (10.7) Income from continuing operations before taxes 268.8 192.9 75.9 39.3 707.9 500.2 207.7 41.5 Income tax expense for continuing operations 65.1 46.1 19.0 41.2 145.6 118.1 27.5 23.3 Net income from continuing operations 203.7 146.8 56.9 38.8 562.3 382.1 180.2 47.2 Net (loss) income from discontinued operations (43.9) 5.7 (49.6) (870.2) (63.8) (105.0) 41.2 (39.2) Net income 159.8 152.5 7.3 4.8 498.5 277.1 221.4 79.9 Net income attributable to noncontrolling interests from continuing operations (28.8) (17.4) (11.4) 65.5 (56.0) (44.6) (11.4) 25.6 Net income attributable to noncontrolling interests from discontinued operations — (0.8) 0.8 (100.0) (1.1) (2.8) 1.7 (60.7) Net income attributable to noncontrolling interests (28.8) (18.2) (10.6) 58.2 (57.1) (47.4) (9.7) 20.5 Net income attributable to AECOM from continuing operations 174.9 129.4 45.5 35.2 506.3 337.5 168.8 50.0 Net (loss) income attributable to AECOM from discontinued operations (43.9) 4.9 (48.8) (995.9) (64.9) (107.8) 42.9 (39.8) Net income attributable to AECOM $ 131.0 $ 134.3 $ (3.3) (2.5) % $ 441.4 $ 229.7 $ 211.7 92.2 % 31 Table of Contents The following table presents the percentage relationship of statement of operations items to revenue: Three Months Ended Nine Months Ended June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024 Revenue 100.0 % 100.0 % 100.0 % 100.0 % Cost of revenue 92.2 93.1 92.6 93.4 Gross profit 7.8 6.9 7.4 6.6 Equity in earnings (losses) of joint ventures 0.1 0.2 0.2 0.0 General and administrative expenses (0.9) (0.9) (1.0) (1.0) Restructuring costs 0.0 (0.7) 0.0 (0.7) Income from operations 7.0 5.5 6.6 4.9 Other income (loss) 0.0 0.0 0.0 0.1 Interest income 0.3 0.4 0.4 0.4 Interest expense (0.9) (1.3) (1.1) (1.2) Income from continuing operations before taxes 6.4 4.6 5.9 4.2 Income tax expense for continuing operations 1.5 1.1 1.2 1.0 Net income from continuing operations 4.9 3.5 4.7 3.2 Net (loss) income from discontinued operations (1.1) 0.2 (0.5) (0.9) Net income 3.8 3.7 4.2 2.3 Net income attributable to noncontrolling interests from continuing operations (0.7) (0.4) (0.5) (0.4) Net income attributable to noncontrolling interests from discontinued operations 0.0 0.0 0.0 0.0 Net income attributable to noncontrolling interests (0.7) (0.4) (0.5) (0.4) Net income attributable to AECOM from continuing operations 4.2 3.1 4.2 2.8 Net (loss) income attributable to AECOM from discontinued operations (1.1) 0.2 (0.5) (0.9) Net income attributable to AECOM 3.1 % 3.3 % 3.7 % 1.9 % Revenue Our revenue for the three months ended June 30, 2025 increased $27.2 million, or 0.7%, to $4,178.4 million as compared to $4,151.2 million for the corresponding period last year. Our revenue for the nine months ended June 30, 2025 decreased $30.8 million, or 0.3%, to $11,964.2 million as compared to $11,995.0 million for the corresponding period last year. The Company's portion of revenue excluding pass-through revenue attributable to subcontractors increased for both the three- and nine-month periods ending June 30, 2025. Underlying revenue excluding pass-through revenues increased across most of our end markets as a result of increased investment by large, publicly financed, global infrastructure programs including the Infrastructure Investment and Jobs Act in the U.S. and similar large programs in our largest end markets globally. Our Water end market has been benefiting from increased investment to address drought, flooding, emerging contaminant remediation, water storage, and clean and safe drinking water. Our Transportation end market has been benefiting from incremental investments across the globe to modernize transportation infrastructure and address growth and urbanization trends, while our Environment end market has been benefiting from infrastructure that requires permitting, compliance, and remediation as well as investments in energy. Our Facilities end market has been benefiting from positive public sector investment, trends in asset maintenance and repositioning as well as demand for modern, efficient facilities. The quantification of the impact of these trends by end market is noted within our Americas and International reportable segments discussion below, where applicable, and represents substantially all of our revenue change. 32 Table of Contents In the course of providing our services, we routinely subcontract for services and incur other direct costs on behalf of our clients. These costs are passed through to clients and, in accordance with industry practice and GAAP, are included in our revenue and cost of revenue. Because these pass-through revenues can change significantly from project to project and period to period, changes in revenue may not be indicative of business trends. Pass-through revenues for the quarters ended June 30, 2025 and 2024 were $2.2 billion and $2.3 billion, respectively. Pass-through revenue as a percentage of total revenue was 54% and 56% during the three months ended June 30, 2025 and 2024, respectively. Pass-through revenues for the nine months ended June 30, 2025 and 2024 were $6.4 billion and $6.6 billion, respectively. Pass-through revenue as a percentage of total revenue was 53% and 55% during the nine months ended June 30, 2025 and 2024, respectively. Cost of Revenue Our cost of revenue decreased to $3,851.5 million for the three months ended June 30, 2025 compared to $3,866.1 million for the corresponding period last year, a decrease of $14.6 million, or 0.4%. Our cost of revenue decreased to $11,078.1 million for the nine months ended June 30, 2025 compared to $11,204.8 million for the corresponding period last year, a decrease of $126.7 million, or 1.1%. Substantially all of the change in our cost of revenue for the three and nine months ended June 30, 2025 occurred in our Americas and International reportable segments, which is discussed in more detail below. Gross Profit Our gross profit for the three months ended June 30, 2025 increased $41.8 million, or 14.7%, to $326.9 million as compared to $285.1 million for the corresponding period last year. For the three months ended June 30, 2025 , gross profit, as a percentage of revenue, increased to 7.8% from 6.9% in the corresponding period last year. Our gross profit for the nine months ended June 30, 2025 increased $95.9 million , or 12.1% , to $886.1 million as compared to $790.2 million for the corresponding period last year. For the nine months ended June 30, 2025 , gross profit, as a percentage of revenue, increased to 7.4% from 6.6% in the corresponding period last year. Gross profit changes were due to the reasons noted in our Americas and International reportable segments below. Equity in Earnings of Joint Ventures Our equity in earnings of joint ventures for the three months ended June 30, 2025 was $5.3 million as compared to $7.7 million in the corresponding period last year. Our equity in earnings of joint ventures for the nine months ended June 30, 2025 was $21.7 million as compared to equity in losses of $1.8 million in the corresponding period last year. The decrease in equity in earnings of joint ventures for the three months ended June 30, 2025 compared to the same period in the prior year was primarily due to decreases in the Americas and Asia compared to the prior year. The increase in equity in earnings of joint ventures for the nine months ended June 30, 2025 compared to the same period in the prior year was primarily due to impairment losses recorded by our AECOM Capital segment in the first half of fiscal 2024 that did not repeat in fiscal 2025. General and Administrative Expenses Our general and administrative expenses for the three months ended June 30, 2025 increased $2.0 million, or 5.5%, to $38.2 million as compared to $36.2 million for the corresponding period last year. For the three months ended June 30, 2025, general and administrative expenses, as a percentage of revenue, remained the same at 0.9% from the corresponding period last year. Our general and administrative expenses for the nine months ended June 30, 2025 increased $2.1 million, or 1.8%, to $118.7 million as compared to $116.6 million for the corresponding period last year. For the nine months ended June 30, 2025, general and administrative expenses, as a percentage of revenue, remained the same at 1.0% from the corresponding period last year. The increase in general and administrative expenses for the three and nine months ended June 30, 2025 was primarily due to increased investments in expanding our advisory and digital capabilities. 33 Table of Contents Restructuring Costs Restructuring costs are comprised of personnel costs, real estate costs, and costs associated with business exits. No new transformative restructuring actions were initiated during the three and nine months ended June 30, 2025. During the three and nine months ended June 30, 2024, we incurred total restructuring costs of $29.1 million and $80.7 million, respectively, primarily related to costs incurred to continue to align our real estate portfolio with our employee flexibility initiatives, continue our exit of certain countries in Southeast Asia, drive support function efficiency, and reduce our risk profile. Other Income (Loss) Our other income for the three months ended June 30, 2025 was $0.8 million compared to $1.0 million for the corresponding period last year. Our other loss for the nine months ended June 30, 2025 was $1.0 million compared to other income of $6.2 million for the corresponding period last year. The decreases in other income for the three and nine months ended June 30, 2025 were primarily due to the decrease in fair value of our investments measured at fair value. Interest Income Our interest income for the three months ended June 30, 2025 decreased to $14.1 million from $15.8 million for the corresponding period last year. Our interest income for the nine months ended June 30, 2025 increased to $45.2 million from $43.3 million for the corresponding period last year. The increase in interest income for the nine months ended June 30, 2025 was primarily due to an increase in our interest-bearing assets. Interest Expense Our interest expense for the three months ended June 30, 2025 was $40.1 million as compared to $51.4 million for the corresponding period last year. Our interest expense for the nine months ended June 30, 2025 was $125.4 million as compared to $140.4 million for the corresponding period last year. The decreases in interest expense for the three and nine months ended June 30, 2025 were primarily due to a decrease in our interest-bearing liabilities as well as additional financing charges recorded in the three months ended June 30, 2024 related to the New Credit Facilities, defined below, that did not repeat in the current year. Income Tax Expense Our income tax expense for the three months ended June 30, 2025 was $65.1 million as compared to $46.1 million in the corresponding period last year. The increase in tax expense for the current period compared to the corresponding period last year was due primarily to the tax impact of an increase in pre-tax income of $75.9 million and tax expense of $5.5 million related to return to provision adjustments resulting from the filing of the prior year's tax return. Our income tax expense for the nine months ended June 30, 2025 was $145.6 million as compared to $118.1 million in the corresponding period last year. The increase in tax expense for the current period compared to the corresponding period last year was due primarily to the tax impact of an increase in pre-tax income of $207.7 million, a tax benefit of $20.1 million related to deferred tax assets recognized due to legal entity restructuring implemented in the first quarter of fiscal 2025, an increase in tax benefit of $10.2 million related to changes in valuation allowances, a tax benefit of $6.9 million related to an audit settlement in the first quarter of fiscal 2024 that did not repeat in fiscal 2025, and tax expense of $5.5 million related to return to provision adjustments resulting from the filing of the prior year's tax return. During the first quarter of fiscal 2025, we recognized deferred tax assets of $20.1 million related to legal entity restructuring. The restructuring resulted in the recognition of deferred tax assets related to tax attributes that are expected to be utilized against future taxable income. 34 Table of Contents During the first quarter of fiscal 2024, we settled our tax audit in Hong Kong for fiscal year 2011 through fiscal year 2021 and recorded a tax benefit of $6.9 million due primarily to changes in uncertain tax positions. On July 4, 2025, the U.S. government enacted the One Big Beautiful Bill Act (the “Tax Act”), which permanently extends many provisions of the Tax Cuts and Jobs Act of 2017 and introduces new tax provisions relevant for multinational businesses. Most of the new provisions take effect starting in fiscal 2026. We’re currently evaluating the potential impact of this legislation on our consolidated financial statements, but based on our preliminary assessment, we do not expect the legislation to have a material impact. Net Loss From Discontinued Operations During the first quarter of fiscal 2020, management approved a plan to dispose of via sale our self-perform at-risk construction businesses. As a result of these strategic actions, the self-perform at-risk construction businesses were classified as discontinued operations. Net loss from discontinued operations was $43.9 million for the three months ended June 30, 2025 compared to net income of $5.7 million for the three months ended June 30, 2024, a decrease of $49.6 million. Net loss from discontinued operations was $63.8 million for the nine months ended June 30, 2025 and was $105.0 million for the nine months ended June 30, 2024, a decrease of $41.2 million. The increase in net loss from discontinued operations for the three months ended June 30, 2025 was primarily due to a revision to estimated recoveries of $53.0 million on a refinery turn around project resulting from unfavorable court orders on post-trial motions during the third quarter of fiscal 2025. The decrease in net loss from discontinued operations for the nine months ended June 30, 2025 was primarily due to the settlement of contingent consideration related to the sale of our civil infrastructure construction business in 2024 that did not recur in 2025. Net Income Attributable to AECOM The factors described above resulted in net income attributable to AECOM of $131.0 million and $441.4 million for the three and nine months ended June 30, 2025 as compared to net income attributable to AECOM of $134.3 million and $229.7 million for the three and nine months ended June 30, 2024. Results of Operations by Reportable Segment Americas Three Months Ended Nine Months Ended June 30, 2025 June 30, 2024 Change June 30, 2025 June 30, 2024 Change $ % $ % ($ in millions) ($ in millions) Revenue $ 3,277.2 $ 3,246.9 $ 30.3 0.9 % $ 9,285.9 $ 9,324.2 $ (38.3) (0.4) % Cost of revenue 3,038.4 3,043.0 (4.6) (0.2) 8,644.4 8,764.9 (120.5) (1.4) Gross profit $ 238.8 $ 203.9 $ 34.9 17.1 % 641.5 $ 559.3 $ 82.2 14.7 % The following table presents the percentage relationship of statement of operations items to revenue: Three Months Ended Nine Months Ended June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024 Revenue 100.0 % 100.0 % 100.0 % 100.0 % Cost of revenue 92.7 93.7 93.1 94.0 Gross profit 7.3 % 6.3 % 6.9 % 6.0 % 35 Table of Contents Revenue Revenue for our Americas segment for the three months ended June 30, 2025 increased $30.3 million, or 0.9%, to $3,277.2 million as compared to $3,246.9 million for the corresponding period last year. Revenue increased despite a $52.3 million decrease in pass-through revenues on contracts for which we subcontract work on behalf of our clients compared to the corresponding period in the prior year. Revenue from increased project activity in the Americas included growth in our Transportation end market of $73.7 million, or 12.9%, and an increase in our Water and Environment end markets of $49.1 million, or 9.3%, partially offset by a decrease in our Facilities end market of $77.8 million, or 3.7%, compared to the corresponding period last year. Revenue for our Americas segment for the nine months ended June 30, 2025 decreased $38.3 million, or 0.4%, to $9,285.9 million as compared to $9,324.2 million for the corresponding period last year. Pass-through revenues on contracts for which we subcontract work on behalf of our clients decreased $245.6 million compared to the corresponding period last year. Revenue from increased project activity in the Americas included growth in our Transportation end market of $173.1 million, or 10.5%, and our Water and Environment end markets of $69.9 million, or 4.4%, offset by a decrease in our Facilities end market of $295.6 million, or 5.0%, compared to the corresponding period last year. Cost of Revenue Cost of revenue for our Americas segment for the three months ended June 30, 2025 decreased by $4.6 million, or 0.2%, to $3,038.4 million compared to $3,043.0 million for the corresponding period last year. Cost of revenue for our Americas segment for the nine months ended June 30, 2025 decreased by $120.5 million, or 1.4%, to $8,644.4 million compared to $8,764.9 million for the corresponding period last year. The decreases in cost of revenue for the three and nine months ended June 30, 2025 were primarily due to the decreases in subcontractor and other direct costs offset by increased project activity. Gross Profit Gross profit for our Americas segment for the three months ended June 30, 2025 increased $34.9 million, or 17.1%, to $238.8 million as compared to $203.9 million for the corresponding period last year. As a percentage of revenue, gross profit increased to 7.3% of revenue for the three months ended June 30, 2025 from 6.3% in the corresponding period last year. Gross profit for our Americas segment for the nine months ended June 30, 2025 increased $82.2 million, or 14.7%, to $641.5 million as compared to $559.3 million for the corresponding period last year. As a percentage of revenue, gross profit increased to 6.9% of revenue for the nine months ended June 30, 2025 from 6.0% in the corresponding period last year. The increases in gross profit and gross profit as a percentage of revenue for the three and nine months ended June 30, 2025 were primarily due to the benefit from restructuring actions taken last year, growth in enterprise capability centers, ongoing continuous improvement initiatives, and growth in higher margin advisory services. International Three Months Ended Nine Months Ended June 30, 2025 June 30, 2024 Change June 30, 2025 June 30, 2024 Change $ % $ % ($ in millions) ($ in millions) Revenue $ 901.1 $ 904.2 $ (3.1) (0.3) % $ 2,677.9 $ 2,670.0 $ 7.9 0.3 % Cost of revenue 813.1 823.1 (10.0) (1.2) 2,433.7 2,439.9 (6.2) (0.3) Gross profit $ 88.0 $ 81.1 $ 6.9 8.5 % $ 244.2 $ 230.1 $ 14.1 6.1 % 36 Table of Contents The following table presents the percentage relationship of statement of operations items to revenue: Three Months Ended Nine Months Ended June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024 Revenue 100.0 % 100.0 % 100.0 % 100.0 % Cost of revenue 90.2 91.0 90.9 91.4 Gross profit 9.8 % 9.0 % 9.1 % 8.6 % Revenue Revenue for our International segment for the three months ended June 30, 2025 decreased $3.1 million, or 0.3%, to $901.1 million as compared to $904.2 million for the corresponding period last year. The decrease in revenue for the three months ended June 30, 2025 was primarily due to a decrease in pass-through revenues of $32.5 million compared to the corresponding period in the prior year. Revenue increased in our Water and Environment end market by $11.5 million, or 5.9%, and an increase in our Facilities end market of $2.3 million, or 0.7%, offset by a decrease in our Transportation end market of $14.7 million, or 4.5%, compared to the corresponding period last year. Revenue for our International segment for the nine months ended June 30, 2025 increased $7.9 million, or 0.3%, to $2,677.9 million as compared to $2,670.0 million for the corresponding period last year. Revenue increased despite a $38.3 million decrease in pass-through revenues on contracts for which we subcontractor work on behalf of our client compared to the corresponding period in the prior year. Growth was led by our Facilities end market, which increased $37.1 million, or 3.5%, and our Water and Environment end market, which increased by $33.7 million, or 6.0%, partially offset by a decrease in our Transportation end market of $60.7 million, or 6.3%, compared to the corresponding period last year, which have benefited from the end market trends discussed in the consolidated revenue section above. Cost of Revenue Cost of revenue for our International segment for the three months ended June 30, 2025 decreased $10.0 million, or 1.2%, to $813.1 million as compared to $823.1 million for the corresponding period last year. The decrease in cost of revenue for the three months ended June 30, 2025 was due to the decreases in subcontractor and other direct costs partially offset by increased project activity. Cost of revenue for our International segment for the nine months ended June 30, 2025 decreased $6.2 million, or 0.3%, to $2,433.7 million as compared to $2,439.9 million for the corresponding period last year. The decrease in cost of revenue for the nine months ended June 30, 2025 was primarily due to a decrease compared to the corresponding period in the prior year of subcontractor and other direct costs of $38.3 million, partially offset by increased project activity. Gross Profit Gross profit for our International segment for the three months ended June 30, 2025 increased $6.9 million, or 8.5%, to $88.0 million as compared to $81.1 million for the corresponding period last year. As a percentage of revenue, gross profit increased to 9.8% of revenue for the three months ended June 30, 2025 from 9.0% in the corresponding period last year. Gross profit for our International segment for the nine months ended June 30, 2025 increased $14.1 million, or 6.1%, to $244.2 million as compared to $230.1 million for the corresponding period last year. As a percentage of revenue, gross profit increased to 9.1% of revenue for the nine months ended June 30, 2025 from 8.6% in the corresponding period last year. The increases in gross profit and gross profit as a percentage of revenue for the three and nine months ended June 30, 2025 were primarily due to benefits from restructuring actions taken last year, ongoing exits from lower margin countries, growth in the enterprise capability centers, and continuous improvement initiatives. 37 Table of Contents AECOM Capital Three Months Ended Nine Months Ended June 30, 2025 June 30, 2024 Change June 30, 2025 June 30, 2024 Change $ % $ % ($ in millions) ($ in millions) Revenue $ 0.1 $ 0.1 $ — — % $ 0.4 $ 0.8 $ (0.4) (50.0) % Equity in earnings (losses) of joint ventures $ 1.0 $ 0.7 $ 0.3 42.9 % $ 0.1 $ (26.5) $ 26.6 (100.4) % General and administrative expenses $ (2.3) $ (0.6) $ (1.7) 283.3 % $ (7.5) $ (12.7) $ 5.2 (40.9) % Equity in earnings of joint ventures for the three months ended June 30, 2025 increased $0.3 million, or 42.9%, to $1.0 million compared to $0.7 million for the corresponding period last year. The increase in equity in earnings of joint ventures for the three months ended June 30, 2025 was primarily due to favorable earnings of an investment in the current year compared to the prior year. Equity in earnings of joint ventures for the nine months ended June 30, 2025 increased $26.6 million, or 100.4%, to $0.1 million compared to a loss of $26.5 million for the corresponding period last year. The change in equity in losses of joint ventures for the nine months ended June 30, 2025 was primarily due to impairment losses of $35.9 million recognized in fiscal 2024 that did not repeat in fiscal 2025. Seasonality We experience seasonal trends in our business. Our revenue is typically higher in the last half of the fiscal year. The fourth quarter of our fiscal year (July 1 to September 30) is typically our strongest quarter. We find that the U.S. federal government tends to authorize more work during the period preceding the end of our fiscal year, September 30. In addition, many U.S. state governments with fiscal years ending on June 30 tend to accelerate spending during their first quarter, when new funding becomes available. Further, our construction management revenue typically increases during the summer months when weather and daylight hours are more conducive to outdoor activities. Within the United States, as well as other parts of the world, our business generally benefits from milder weather conditions in our fiscal fourth quarter. Our construction and project management services also typically expand during the summer months when weather and daylight hours are more conducive to outdoor activities. The first quarter of our fiscal year (October 1 to December 31) is typically our lowest revenue quarter. The harsher weather conditions impact our ability to complete work in parts of North America and the holiday season schedule affects our productivity during this period. For these reasons, coupled with the number and significance of client contracts commenced and completed during a particular period, as well as the timing of expenses incurred for corporate initiatives, it is not unusual for us to experience seasonal changes or fluctuations in our quarterly operating results. Liquidity and Capital Resources Cash Flows Our principal sources of liquidity are cash flows from operations, borrowings under our credit facilities, and access to financial markets. Our principal uses of cash are operating expenses, capital expenditures, working capital requirements, acquisitions, repurchases of common stock, dividend payments, and refinancing or repayment of debt. We believe our anticipated sources of liquidity including operating cash flows, existing cash and cash equivalents, borrowing capacity under our revolving credit facility and our ability to issue debt or equity, if required, will be sufficient to meet our projected cash requirements for at least the next twelve months. We expect to spend approximately $45 million for restructuring costs in fiscal 2025 associated with restructuring actions taken in prior periods that are expected to deliver continued margin improvement and efficiencies. Generally, we do not provide for U.S. taxes or foreign withholding taxes on gross book-tax basis differences in our non-U.S. subsidiaries because such basis differences are able to and intended to be reinvested indefinitely. At June 30, 2025, we have determined that we will continue to indefinitely reinvest the earnings of some foreign subsidiaries and, therefore, we will continue to account for these undistributed earnings based on our existing accounting under ASC 740 and not accrue additional tax. Determination of the amount of any unrecognized deferred income tax liability on this temporary difference is not practicable because of the complexities of the hypothetical calculation. Based on the available sources of cash flows discussed above, we anticipate we will continue to have the ability to permanently reinvest these remaining amounts. 38 Table of Contents At June 30, 2025, cash and cash equivalents were $1,794.1 million, an increase of $209.2 million from $1,584.9 million at September 30, 2024, which included cash and cash equivalents included in current assets held for sale. Net cash provided by operating activities was $625.5 million for the nine months ended June 30, 2025 as compared to $528.7 million for the nine months ended June 30, 2024. The change was primarily attributable to an increase in net income of approximately $221.3 million, partially offset by cash used by changes in working capital of $52.9 million, and a decrease in adjustments for non-cash items of approximately $71.7 million. The sale of trade receivables to financial institutions included in operating cash flows increased $60.1 million during the nine months ended June 30, 2025 compared to the nine months ended June 30, 2024. We expect to continue to sell trade receivables in the future as long as the terms continue to remain favorable to us. Net cash used in investing activities was $133.3 million for the nine months ended June 30, 2025, as compared to $185.9 million for the nine months ended June 30, 2024. The change was primarily attributable to cash repayments of $16.6 million on the revolving credit facility from the counterparty to our sale of our civil infrastructure construction business, a $17.9 million decrease in investments in unconsolidated joint ventures and a decrease in cash payments for capital expenditures of approximately $20.6 million, partially offset by cash outflow from the deconsolidation of a discontinued operation of $45.4 million. Net cash used in financing activities was $281.6 million for the nine months ended June 30, 2025 as compared to net cash provided by financing activities of $44.4 million for the nine months ended June 30, 2024. The change from the prior year was primarily attributable to $320.1 million in net cash proceeds pursuant to Amendment No. 14 of the Credit Agreement that occurred in the third quarter of fiscal 2024. Total borrowings under our Credit Agreement may vary during the period as we regularly draw and repay amounts to fund working capital. Working Capital Working capital, or current assets less current liabilities, increased $237.1 million, or 29.6%, to $1,039.1 million at June 30, 2025 from $802.0 million at September 30, 2024. Net accounts receivable and contract assets, net of contract liabilities, decreased to $3,355.0 million at June 30, 2025 from $3,301.4 million at September 30, 2024. Days Sales Outstanding (DSO), which includes net accounts receivable and contract assets, net of contract liabilities, was 72 days at June 30, 2025 compared to 70 days at September 30, 2024. In Note 4, Revenue Recognition, in the notes to our consolidated financial statements, a comparative analysis of the various components of accounts receivable is provided. Except for claims, substantially all contract assets are expected to be billed and collected within twelve months. Contract assets related to claims are recorded only if it is probable that the claim will result in additional contract revenue and if the amount can be reliably estimated. In such cases, revenue is recorded only to the extent that contract costs relating to the claim have been incurred. Award fees in contract assets are accrued only when there is sufficient information to assess contract performance. On contracts that represent higher than normal risk or technical difficulty, award fees are generally deferred until an award fee letter is received. Because our revenue depends to a great extent on billable labor hours, most of our charges are invoiced following the end of the month in which the hours were worked, the majority usually within 15 days. Other direct costs are normally billed along with labor hours. However, as opposed to salary costs, which are generally paid on either a bi-weekly or monthly basis, other direct costs are generally not paid until payment is received (in some cases in the form of advances) from the customers. 39 Table of Contents Debt Debt consisted of the following: June 30, 2025 September 30, 2024 (in millions) Credit Agreement $ 1,441.6 $ 1,446.6 2027 Senior Notes 997.3 997.3 Other debt 109.3 95.9 Total debt 2,548.2 2,539.8 Less: Current portion of debt and short-term borrowings (73.2) (66.9) Less: Unamortized debt issuance costs (19.1) (22.6) Long-term debt $ 2,455.9 $ 2,450.3 The following table presents, in millions, scheduled maturities of our debt as of June 30, 2025: Fiscal Year 2025 (three months remaining) $ 22.5 2026 59.4 2027 1,025.7 2028 19.0 2029 758.7 Thereafter 662.9 Total $ 2,548.2 Credit Agreement On April 19, 2024, we entered into Amendment No. 14 to Syndicated Facility Agreement (as amended, modified or otherwise supplemented, the "Credit Agreement"), pursuant to which we obtained a new $1,500,000,000 revolving credit facility (the “New Revolving Credit Facility”), a new $$750,000,000 term loan A facility (the “New Term A Facility” and, together with the New Revolving Credit Facility, the “New Pro Rata Facilities”) and a new $700,000,000 term loan B facility (the “New Term B Facility” and, together with the New Pro Rata Facilities, the “New Credit Facilities”). The New Revolving Credit Facility and the New Term A Facility mature on April 19, 2029. The New Term B Facility matures on April 19, 2031. The New Term A Facility and the New Term B Facility were borrowed in full on April 19, 2024 in U.S. dollars. Loans under the New Revolving Credit Facility may be borrowed, and letters of credit thereunder may be issued, in U.S. dollars or in certain foreign currencies. The New Credit Facilities replace in full our existing revolving credit facility, term loan A facility and term loan B facility, and borrowings under the New Credit Facilities were used to refinance in full our existing credit facilities and for general corporate purposes. The Credit Agreement permits us to designate certain of our subsidiaries as additional co-borrowers from time to time. Currently, there are no co-borrowers under the New Credit Facilities. On October 29, 2024, we entered into Amendment No. 15 to Syndicated Facility Agreement, pursuant to which we reduced the interest rate spread applicable to our New Term B Facility. Borrowings under (a) the New Revolving Credit Facility (in U.S. dollars) and the New Term A Facility bear interest at a rate per annum equal to, at our option, (i) a Term SOFR rate (with a 0% floor and SOFR adjustment of 0.10%) or (ii) a base rate (with a 0% floor), in each case, plus an applicable margin of 1.225% in the case of the Term SOFR rate and 0.225% in the case of the base rate, and (b) the New Revolving Credit Facility in currencies other than U.S. dollars bear interest at a rate per annum equal to the applicable reference rate for such currency (including any related adjustments), plus an applicable margin of 1.225%. The applicable margin is subject, in each case, to adjustment based on our consolidated leverage ratio from time to time. Borrowings under the New Term B Facility, after giving effect to Amendment No. 15 to Syndicated Facility Agreement, bear interest at a rate per annum equal to, at our option, (a) a Term SOFR rate (with a 0% floor and a SOFR adjustment of 0%) or (b) a base rate (with a 0% floor), in each case, plus an applicable margin of 1.75% in the case of the Term SOFR rate and 0.75% in the case of the base rate. 40 Table of Contents Certain of our material subsidiaries (the “Guarantors”) have guaranteed our obligations of the borrowers under the Credit Agreement, subject to certain exceptions. The borrowers’ obligations under the Credit Agreement are secured by a lien on substantially all of our assets and the Guarantors’ assets, subject to certain exceptions. The Credit Agreement contains customary negative covenants that include, among other things, limitations on our ability and certain of our subsidiaries, subject to certain exceptions, to incur liens and debt, make investments, dispositions, and restricted payments, change the nature of our business, consummate mergers, consolidations and the sale of all or substantially all of our respective assets and transact with affiliates. We are also required to maintain a consolidated leverage ratio of less than or equal to 4.00 to 1.00 (subject to certain adjustments in connection with permitted acquisitions), tested on a quarterly basis (the “Financial Covenant”). The Financial Covenant does not apply to the New Term B Facility. As of June 30, 2025, we were in compliance with the covenants of the Credit Agreement. The Credit Agreement contains customary affirmative covenants, including, among other things, compliance with applicable law, preservation of existence, maintenance of properties and of insurance, and keeping proper books and records. The Credit Agreement contains customary events of default, including, among other things, nonpayment of principal, interest or fees, cross-defaults to other debt, inaccuracies of representations and warranties, failure to perform covenants, events of bankruptcy and insolvency, change of control and unsatisfied judgments, subject in certain cases to notice and cure periods and other exceptions. At June 30, 2025 and September 30, 2024, letters of credit totaled $4.4 million and $4.4 million, respectively, under our New Revolving Credit Facility. As of June 30, 2025 and September 30, 2024, we had $1,495.6 million and $1,495.6 million, respectively, available under our New Revolving Credit Facility. 2027 Senior Notes On February 21, 2017, we completed a private placement offering of $1,000,000,000 aggregate principal amount of our unsecured 5.125% Senior Notes due 2027 (the “2027 Senior Notes”). On June 30, 2017, we completed an exchange offer to exchange the unregistered 2027 Senior Notes for registered notes, as well as related guarantees. As of June 30, 2025, the estimated fair value of the 2027 Senior Notes was approximately $993.6 million. The fair value of the 2027 Senior Notes as of June 30, 2025 was derived by taking the mid-point of the trading prices from an observable market input (Level 2) in the secondary bond market and multiplying it by the outstanding balance of the 2027 Senior Notes. Interest was payable on the 2027 Senior Notes at a rate of 5.125% per annum. Interest on the 2027 Senior Notes was payable semi-annually on March 15 and September 15 of each year, commencing on September 15, 2017. The 2027 Senior Notes were set to mature on March 15, 2027. At any time and from time to time prior to December 15, 2026, we may redeem all or part of the 2027 Senior Notes, at a redemption price equal to 100% of their principal amount, plus a “make whole” premium as of the redemption date, and accrued and unpaid interest to the redemption date. 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”). 41 Table of Contents Interest will be payable on the 2033 Senior Notes at a rate of 6.000% per annum. Interest on the 2033 Senior Notes will be payable semi-annually in arrears on February 1 and August 1 of each year, commencing on February 1, 2026. The 2033 Senior Notes will mature on August 1, 2033. Prior to August 1, 2028, we may redeem all or part of the 2033 Senior Notes at a redemption price equal to 100% of the principal amount to be redeemed, plus a “make whole” premium as of the redemption date, and accrued and unpaid interest to, but excluding, the redemption date. In addition, prior to August 1, 2028, we may redeem up to 40% of the aggregate principal amount of the 2033 Senior Notes with proceeds from certain equity offerings at a redemption price equal to 106% of the principal amount to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Furthermore, at any time on or after August 1, 2028, we may redeem on one or more occasions all or part of the 2033 Senior Notes at the redemption prices set forth below, plus accrued and unpaid interest thereon to, but excluding, the redemption date, if redeemed during the 12-month period beginning on August 1 of each of the years indicated below: Percentage 2028 ................................................................................................................... 103.000% 2029 ................................................................................................................... 101.500% 2030 and thereafter ................................................................................................ 100.000% The indenture pursuant to which the 2033 Senior Notes were issued contains customary events of default, including, among other things, payment default, failure to provide certain notices thereunder and certain provisions related to bankruptcy events. The indenture also contains customary negative covenants. Other Debt and Other Items Other debt consists primarily of obligations under capital leases and loans, and unsecured credit facilities. The unsecured credit facilities are primarily used for standby letters of credit issued in connection with general and professional liability insurance programs and for contract performance guarantees. At June 30, 2025 and September 30, 2024, these outstanding standby letters of credit totaled $895.2 million and $934.5 million, respectively. As of June 30, 2025, we had $376.7 million available under these unsecured credit facilities. Effective Interest Rate Our average effective interest rate on our total debt, including the effects of the interest rate swap agreements and interest rate cap agreements during the nine months ended June 30, 2025 and 2024 was 5.1% and 5.5%, respectively. Interest expense in the consolidated statements of operations included amortization of deferred debt issuance costs for the three and nine months ended June 30, 2025 of $1.2 million and $3.9 million, respectively, and for the three and nine months ended June 30, 2024 of $4.0 million and $6.4 million, respectively. Other Commitments We enter into various joint venture arrangements to provide architectural, engineering, program management, construction management and operations and maintenance services. The ownership percentage of these joint ventures is typically representative of the work to be performed or the amount of risk assumed by each joint venture partner. Some of these joint ventures are considered variable interest entities. We have consolidated all joint ventures for which we have control. For all others, our portion of the earnings is recorded in equity in earnings of joint ventures. See Note 5, Joint Ventures and Variable Interest Entities, in the notes to our consolidated financial statements. Other than normal property and equipment additions and replacements, expenditures to further the implementation of our various information technology systems, commitments under our incentive compensation programs, amounts we may expend to repurchase stock under our stock repurchase program and acquisitions from time to time and disposition costs, we currently do not have any significant capital expenditures or outlays planned except as described below. However, if we acquire additional businesses in the future or if we embark on other capital-intensive initiatives, additional working capital may be required. Under our secured revolving credit facility and other facilities discussed in Other Debt and Other Items above, as of June 30, 2025, there was approximately $899.6 million, including both continuing and discontinued operations, outstanding under standby letters of credit primarily issued in connection with general and professional liability insurance programs and for contract performance guarantees. For those projects for which we have issued a performance guarantee, if the project subsequently fails to meet guaranteed performance standards, we may either incur significant additional costs or be held responsible for the costs incurred by the client to achieve the required performance standards. 42 Table of Contents We recognized on our balance sheet the funded status of our pension benefit plans, measured as the difference between the fair value of plan assets and the projected benefit obligation. At June 30, 2025, our defined benefit pension plans had an aggregate deficit (the excess of projected benefit obligations over the fair value of plan assets) of approximately $102.5 million. The total amounts of employer contributions paid for the nine months ended June 30, 2025 were $7.7 million for U.S. plans and $17.2 million for non-U.S. plans. Funding requirements for each plan are determined based on the local laws of the country where such plan resides. In some countries, the funding requirements are mandatory while in other countries, they are discretionary. There is a required minimum contribution for one of our domestic plans; however, we may make additional discretionary contributions. In the future, such pension funding may increase or decrease depending on changes in the levels of interest rates, pension plan performance and other factors. In addition, we have collective bargaining agreements with unions that require us to contribute to various third-party multiemployer plans that we do not control or manage. For the year ended September 30, 2024, we contributed $2.5 million to multiemployer pension plans. Contractual Obligations Refer to our Annual Report on Form 10-K for the year ended September 30, 2024 for a discussion of our contractual obligations. There have been no changes, outside of the ordinary course of business, to these contractual obligations during the nine months ended June 30, 2025. Condensed Combined Financial Information The 2027 Senior Notes are fully and unconditionally guaranteed on a joint and several basis by some of AECOM’s directly and indirectly 100% owned subsidiaries (the Subsidiary Guarantors). Accordingly, AECOM became subject to the requirements of Rule 3-10 of Regulation S-X, as amended, regarding financial statements of guarantors and issuers of guaranteed securities. Other than customary restrictions imposed by applicable statutes, there are no restrictions on the ability of the Subsidiary Guarantors to transfer funds to AECOM in the form of cash dividends, loans or advances. The following tables present condensed combined summarized financial information for AECOM and the Subsidiary Guarantors. All intercompany balances and transactions are eliminated in the presentation of the combined financial statements. Amounts provided do not represent our total consolidated amounts as of June 30, 2025 and September 30, 2024, and for the nine months ended June 30, 2025. Condensed Combined Balance Sheets Parent and Subsidiary Guarantors (unaudited - in millions) June 30, 2025 September 30, 2024 Current assets $ 3,700.0 $ 3,405.2 Non-current assets 3,038.1 3,033.6 Total assets $ 6,738.1 $ 6,438.8 Current liabilities $ 3,021.0 $ 2,918.1 Non-current liabilities 2,922.0 2,913.0 Total liabilities 5,943.0 5,831.1 Total stockholders’ equity 795.1 607.7 Total liabilities and stockholders’ equity $ 6,738.1 $ 6,438.8 43 Table of Contents Condensed Combined Statement of Operations Parent and Subsidiary Guarantors (unaudited - in millions) For the nine months ended June 30, 2025 Revenue $ 7,038.6 Cost of revenue 6,647.7 Gross profit 390.9 Net income from continuing operations 114.1 Net loss from discontinued operations — Net income $ 114.1 Net income attributable to AECOM $ 114.1 New Accounting Pronouncements and Changes in Accounting For information regarding recent accounting pronouncements, see Notes to Consolidated Financial Statements included in Part I, Item 1. Critical Accounting Estimates Our accounting policies often require management to make significant estimates and assumptions using information available at the time the estimates are made. Such estimates and assumptions significantly affect various reported amounts of assets, liabilities, revenues and expenses. If future experience differs significantly from these estimates and assumptions, our results of operations and financial condition could be affected. The Notes to Consolidated Financial Statements in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended September 30, 2024 (the “2024 Form 10-K”), and “Critical Accounting Estimates” in Part II, Item 7 of the 2024 Form 10-K describe the significant accounting policies and estimates used in the preparation of our consolidated financial statements. We have not materially changed our estimation methodology since the 2024 Form 10-K.