What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-11 compared with 2026-05-12 · 201 added, 178 removed, 284 unchanged (57% of the section changed)

23 unchanged sentences

losses under fixed-price contracts;

our ability to successfully and timely perform our contractual obligations and to recover claims for additional contract costs;

potential liquidated damages under our contracts;

limited control over operations run through our joint venture entities;

33 unchanged sentences

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.

As previously announced, the strategic review of our construction management business has been completed, and we intend to continue to own and operate the business.

• International :

7 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, 2026, we had approximately $884 million remaining of the Board’s stock repurchase authorization.

At June 30, 2026, we had approximately $884 million remaining of the Board’s stock repurchase authorization.

On February 4, 2026, the Board approved an increase in our stock repurchase authorization to $1.0 billion.

7 unchanged sentences

Those results of operations were not material to our consolidated results.

The initial accounting for these acquisitions is not complete as of March 31, 2026 as the Company continues to assess the value of the tax liabilities and the acquired intellectual property, including digital assets.

The initial accounting for these acquisitions is not complete as of June 30, 2026 as the Company continues to assess the value of the tax liabilities and the acquired intellectual property, including digital assets.

Our Construction Management business has two projects that have experienced delays resulting in an increase in the estimated cost to complete and have significant claims for recovery of damages.

We continue to actively work with the two project owners to resolve our claims position and exposure.

While progress on resolving our claims position has been slower than anticipated, our initial successes in resolving disputed items favorably give us confidence in our ability to recover these claims.

However, any further significant delay in the collection of our claims could constrain our capital allocation strategy with respect to the timing of stock repurchases.

Our assumptions on the resolution of our claims from the clients, subcontractors, and insurers are subject to uncertainty, and changes in those assumptions could result in a material impact on our results of operations or cash flows.

On one of the Construction Management projects discussed above, we assessed the estimated cost to complete the project compared to the estimated revenue with the relevant components of variable consideration, including significant claims that represent a portion of the significant claims discussed in Note 4, Revenue Recognition, and recorded an aggregate loss of $336.8 million on the project.

We continually monitor the progress on the project and the loss represents our current estimate based on available information.

We may be required to make subsequent changes to estimates based on new information and project progression, which could result in additional estimated losses and could be material.

Results of Operations

Three and six months ended March 31, 2026 compared to the three and six months ended March 31, 2025

Three and nine months ended June 30, 2026 compared to the three and nine months ended June 30, 2025

Consolidated Results

Three Months Ended Six Months Ended

2026 March 31,

2025 Changes March 31,

2026 March 31,

Three Months Ended Nine Months Ended

2026 June 30,

2025 Changes June 30,

2026 June 30,

($ in millions)

1 unchanged sentence

Cost of revenue 3,620.1 3,851.5 (231.4) (6.0) 10,674.6 11,078.1 (403.5) (3.6)

Gross profit 296.5 290.8 5.7 2.0 577.5 559.2 18.3 3.3

Gross (loss) profit (34.1) 326.9 (361.0) (110.4) 543.4 886.1 (342.7) (38.7)

Equity in earnings of joint ventures 4.6 5.3 (0.7) (13.2) 23.5 21.7 1.8 8.3

1 unchanged sentence

Restructuring and acquisition costs (12.1) — (12.1) — (53.6) — (53.6) —

Income from operations 247.8 257.6 (9.8) (3.8) 469.8 495.1 (25.3) (5.1)

(Loss) Income from operations (76.0) 294.0 (370.0) (125.9) 393.8 789.1 (395.3) (50.1)

Other income (loss) 5.1 0.8 4.3 537.5 23.5 (1.0) 24.5 (2450.0)

1 unchanged sentence

Interest expense (47.7) (40.1) (7.6) 19.0 (143.5) (125.4) (18.1) 14.4

Income from continuing operations before taxes 221.6 221.1 0.5 0.2 419.9 439.1 (19.2) (4.4)

Income tax expense for continuing operations 27.0 51.2 (24.2) (47.3) 66.0 80.5 (14.5) (18.0)

Net income from continuing operations 194.6 169.9 24.7 14.5 353.9 358.6 (4.7) (1.3)

(Loss) Income from continuing operations before taxes (106.6) 268.8 (375.4) (139.7) 313.3 707.9 (394.6) (55.7)

Income tax (benefit) expense for continuing operations (26.6) 65.1 (91.7) (140.9) 39.4 145.6 (106.2) (72.9)

Net (Loss) income from continuing operations (80.0) 203.7 (283.7) (139.3) 273.9 562.3 (288.4) (51.3)

Net loss from discontinued operations (2.9) (43.9) 41.0 (93.4) (73.0) (63.8) (9.2) 14.4

Net income 190.4 159.6 30.8 19.3 283.8 338.7 (54.9) (16.2)

Net (loss) income (82.9) 159.8 (242.7) (151.9) 200.9 498.5 (297.6) (59.7)

Net income attributable to noncontrolling interests from continuing operations (3.8) (28.8) 25.0 (86.8) (33.2) (56.0) 22.8 (40.7)

1 unchanged sentence

Net income attributable to noncontrolling interests (3.8) (28.8) 25.0 (86.8) (33.2) (57.1) 23.9 (41.9)

Net income attributable to AECOM from continuing operations 184.1 154.0 30.1 19.5 324.5 331.4 (6.9) (2.1)

Net (loss) income attributable to AECOM from continuing operations (83.8) 174.9 (258.7) (147.9) 240.7 506.3 (265.6) (52.5)

Net loss attributable to AECOM from discontinued operations (2.9) (43.9) 41.0 (93.4) (73.0) (64.9) (8.1) 12.5

Net income attributable to AECOM $ 179.9 $ 143.4 $ 36.5 25.5 % $ 254.4 $ 310.4 $ (56.0) (18.0) %

Net (loss) income attributable to AECOM $ (86.7) $ 131.0 $ (217.7) (166.2) % $ 167.7 $ 441.4 $ (273.7) (62.0) %

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

Three Months Ended Six Months Ended

2026 March 31,

2025 March 31,

2026 March 31,

Three Months Ended Nine Months Ended

2026 June 30,

2025 June 30,

2026 June 30,

Revenue 100.0 % 100.0 % 100.0 % 100.0 %

Cost of revenue 100.9 92.2 95.2 92.6

Gross profit 7.8 7.7 7.6 7.2

Gross (loss) profit (0.9) 7.8 4.8 7.4

Equity in earnings of joint ventures 0.1 0.1 0.2 0.2

1 unchanged sentence

Restructuring and acquisition costs (0.3) 0.0 (0.5) 0.0

Income from operations 6.5 6.8 6.2 6.4

(Loss) Income from operations (2.1) 7.0 3.5 6.6

Other income (loss) 0.1 0.0 0.2 0.0

1 unchanged sentence

Interest expense (1.3) (0.9) (1.3) (1.1)

Income from continuing operations before taxes 5.8 5.9 5.5 5.6

Income tax expense for continuing operations

0.7 1.4 0.9 1.0

Net income from continuing operations 5.1 4.5 4.6 4.6

(Loss) Income from continuing operations before taxes (3.0) 6.4 2.8 5.9

Income tax (benefit) expense for continuing operations (0.8) 1.5 0.4 1.2

Net (loss) income from continuing operations (2.2) 4.9 2.4 4.7

Net loss from discontinued operations (0.1) (1.1) (0.6) (0.5)

Net income 5.0 4.2 3.7 4.4

Net(loss) income (2.3) 3.8 1.8 4.2

Net income attributable to noncontrolling interests from continuing operations (0.1) (0.7) (0.3) (0.5)

1 unchanged sentence

Net income attributable to noncontrolling interests (0.1) (0.7) (0.3) (0.5)

Net income attributable to AECOM from continuing operations 4.8 4.1 4.2 4.3

Net (loss) income attributable to AECOM from continuing operations (2.3) 4.2 2.1 4.2

Net loss attributable to AECOM from discontinued operations (0.1) (1.1) (0.6) (0.5)

Net income attributable to AECOM 4.7 % 3.8 % 3.3 % 4.0 %

Our revenue for the three months ended March 31, 2026 increased $29.6 million, or 0.8%, to $3,801.2 million as compared to $3,771.6 million for the corresponding period last year.

Our revenue for the six months ended March 31, 2026 decreased $153.8 million, or 2.0%, to $7,632.0 million as compared to $7,785.8 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 six-month periods ended March 31, 2026.

Net (loss) income attributable to AECOM (2.4) % 3.1 % 1.5 % 3.7 %

Our revenue for the three months ended June 30, 2026 decreased $592.4 million, or 14.2%, to $3,586.0 million as compared to $4,178.4 million for the corresponding period last year.

Our revenue for the nine months ended June 30, 2026 decreased $746.2 million, or 6.2%, to $11,218.0 million as compared to $11,964.2 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 ended June 30, 2026.

Underlying revenue excluding pass-through revenues increased across most of our end markets as a result of increased investment by large, publicly financed, global programs with infrastructure incentive and spending including the Infrastructure Investment and Jobs Act and the One Big Beautiful Bill Act in the U.S.

11 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 three-month periods ended March 31, 2026 and 2025 were $1.9 billion and $1.9 billion, respectively.

Pass-through revenue as a percentage of total revenue was 49% and 50% during the three months ended March 31, 2026 and 2025, respectively.

Pass-through revenues for the six-month periods ended March 31, 2026 and 2025 were $3.8 billion and $4.1 billion, respectively.

Pass-through revenue as a percentage of total revenue was 50% and 53% during the six months ended March 31, 2026 and 2025, respectively.

Pass-through revenues for the three-month periods ended June 30, 2026 and 2025 were $2.0 billion and $2.2 billion, respectively.

Pass-through revenue as a percentage of total revenue was 55% and 54% during the three months ended June 30, 2026 and 2025, respectively.

Pass-through revenues for the nine-month periods ended June 30, 2026 and 2025 were $5.8 billion and $6.4 billion, respectively.

Pass-through revenue as a percentage of total revenue was 52% and 53% during the nine months ended June 30, 2026 and 2025, respectively.

Cost of Revenue

Our cost of revenue increased to $3,504.7 million for the three months ended March 31, 2026 compared to $3,480.8 million for the corresponding period last year, an increase of $23.9 million, or 0.7%.

Our cost of revenue decreased to $7,054.5 million for the six months ended March 31, 2026 compared to $7,226.6 million for the corresponding period last year, a decrease of $172.1 million, or 2.4%.

Substantially all of the change in our cost of revenue for the three and six months ended March 31, 2026 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, 2026 increased $5.7 million, or 2.0%, to $296.5 million as compared to $290.8 million for the corresponding period last year.

For the three months ended March 31, 2026 , gross profit, as a percentage of revenue, increased to 7.8% from 7.7% in the corresponding period last year.

Our gross profit for the six months ended March 31, 2026 increased $18.3 million, or 3.3%, to $577.5 million as compared to $559.2 million for the corresponding period last year.

For the six months ended March 31, 2026, gross profit, as a percentage of revenue, increased to 7.6% from 7.2% in the corresponding period last year.

Our cost of revenue decreased to $3,620.1 million for the three months ended June 30, 2026 compared to $3,851.5 million for the corresponding period last year, a decrease of $231.4 million, or 6.0%.

Our cost of revenue decreased to $10,674.6 million for the nine months ended June 30, 2026 compared to $11,078.1 million for the corresponding period last year, a decrease of $403.5 million, or 3.6%.

Substantially all of the change in our cost of revenue for the three and nine months ended June 30, 2026 occurred in our Americas and International reportable segments, which is discussed in more detail below.

Gross (Loss) Profit

Our gross profit for the three months ended June 30, 2026 decreased $361.0 million, or 110.4%, to a loss of $34.1 million as compared to profit of $326.9 million for the corresponding period last year.

For the three months ended June 30, 2026 , gross profit, as a percentage of revenue, decreased to (0.9)% from 7.8% in the corresponding period last year.

Our gross profit for the nine months ended June 30, 2026 decreased $342.7 million, or 38.7%, to $543.4 million as compared to $886.1 million for the corresponding period last year.

For the nine months ended June 30, 2026, gross profit, as a percentage of revenue, decreased to 4.8% from 7.4% 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, 2026 was $9.1 million as compared to $6.8 million in the corresponding period last year.

Our equity in earnings of joint ventures for the six months ended March 31, 2026 was $18.9 million as compared to $16.4 million in the corresponding period last year.

The increases in equity in earnings of joint ventures for the three and six months ended March 31, 2026 as compared to the periods in the prior year was primarily due to improved earnings in our AECOM Capital segment.

Our equity in earnings of joint ventures for the three months ended June 30, 2026 was $4.6 million as compared to $5.3 million in the corresponding period last year.

Our equity in earnings of joint ventures for the nine months ended June 30, 2026 was $23.5 million as compared to $21.7 million in the corresponding period last year.

The decrease in equity in earnings of joint ventures for the three months ended June 30, 2026 as compared to the period in the prior year was primarily due to a decrease in earnings in Europe.

The increase in equity in earnings of joint ventures for the nine months ended June 30, 2026 as compared to the period in the prior year was primarily due to improved earnings in the Americas.

General and Administrative Expenses

Our general and administrative expenses for the three months ended March 31, 2026 increased $4.2 million, or 10.5%, to $44.2 million as compared to $40.0 million for the corresponding period last year.

For the three months ended March 31, 2026, 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, 2026 increased $4.6 million, or 5.7%, to $85.1 million, as compared to $80.5 million for the corresponding period last year.

For the six months ended March 31, 2026, general and administrative expenses, as a percentage of revenue, increased to 1.1% as compared to 1.0% in the corresponding period last year.

The increases in general and administrative expenses for the three and six months ended March 31, 2026 were consistent with the increases to revenue and primarily represented investments in technology.

Our general and administrative expenses for the three months ended June 30, 2026 decreased $3.8 million, or 9.9%, to $34.4 million as compared to $38.2 million for the corresponding period last year.

For the three months ended June 30, 2026, general and administrative expenses, as a percentage of revenue, increased to 1.0% as compared to 0.9% in the corresponding period last year.

Our general and administrative expenses for the nine months ended June 30, 2026 increased $0.8 million, or 0.7%, to $119.5 million, as compared to $118.7 million for the corresponding period last year.

For the nine months ended June 30, 2026, general and administrative expenses, as a percentage of revenue, was 1.0% which was consistent with the corresponding period last year.

The decreases in general and administrative expenses for the three months ended June 30, 2026 was due to a $18.2 million decrease in share-based payment expense due to changes in performance achievement expectations partially offset by increased investments in technology.

Restructuring and Acquisition Costs

Restructuring and acquisition costs are comprised of personnel costs, real estate costs, and costs associated with optimizing our organizational structure that position us for broader deployment of AI and technology tools to drive efficiencies.

During the three and six months ended March 31, 2026, we incurred total restructuring and acquisition costs of $13.6 million and $41.5 million, respectively, primarily related to actions taken for acquisitions and optimizing our organization structure.

No new restructuring costs were incurred during the three and six months ended March 31, 2025.

During the three and nine months ended June 30, 2026, we incurred total restructuring and acquisition costs of $12.1 million and $53.6 million, respectively, primarily related to actions taken for acquisitions and optimizing our organization structure.

No new restructuring costs were incurred during the three and nine months ended June 30, 2025.

Other Income (Loss)

Our other income for the three months ended March 31, 2026 was $10.5 million compared to a loss of $8.7 million for the corresponding period last year.

Our other income for the six months ended March 31, 2026 was $18.4 million compared to a loss of $1.8 million for the corresponding period last year.

The increases in other income for the three and six months ended March 31, 2026 was primarily due to the increases in fair values of our investments measured at fair value.

Our other income for the three months ended June 30, 2026 was $5.1 million compared to $0.8 million for the corresponding period last year.

Our other income for the nine months ended June 30, 2026 was $23.5 million compared to a loss of $1.0 million for the corresponding period last year.

The increases in other income for the three and nine months ended June 30, 2026 was primarily due to the gains in fair values of our investments measured at fair value of $2.2 million and $15.2 million for the three and nine months ended June 30, 2026, respectively, compared to losses of $1.3 million and $6.9 million for the three and nine ended June 30, 2025, respectively.

Interest Income

Our interest income for the three months ended March 31, 2026 decreased $0.7 million to $13.8 million from $14.5 million for the corresponding period last year.

Our interest income for the six months ended March 31, 2026 decreased $3.6 million to $27.5 million from $31.1 million for the corresponding period last year.

The decrease in interest income for the three and six months ended March 31, 2026 was primarily due to a decrease in our interest-bearing assets.

Our interest income for the three months ended June 30, 2026 decreased $2.1 million to $12.0 million from $14.1 million for the corresponding period last year.

Our interest income for the nine months ended June 30, 2026 decreased $5.7 million to $39.5 million from $45.2 million for the corresponding period last year.

The decrease in interest income for the three and nine months ended June 30, 2026 was primarily due to a decrease in our interest-bearing assets.

Interest Expense

Our interest expense for the three months ended March 31, 2026 was $50.5 million as compared to $42.3 million for the corresponding period last year.

Our interest expense for the six months ended March 31, 2026 was $95.8 million as compared to $85.3 million for the corresponding period last year.

The increase in interest expense for the three and six months ended March 31, 2026 was primarily due to an increase in our interest-bearing liabilities.

Income Tax Expense

Our income tax expense for the three months ended March 31, 2026 was $27.0 million as compared to $51.2 million in the corresponding period last year.

Our income tax expense for the six months ended March 31, 2026 was $66.0 million as compared to $80.5 million in the corresponding period last year.

The decrease in tax expense for the current period compared to the corresponding period last year was due primarily to a tax benefit of $54.7 million related to deferred tax assets recognized due to legal entity restructuring implemented in the second quarter of fiscal 2026, a decrease in tax expense of $6.1 million related to state income taxes, and a decrease in tax expense of $4.3 million related to foreign residual income, partially offset by tax expense of $34.4 million related to changes in uncertain tax positions and 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.

During the second quarter of fiscal 2026, we recognized a net deferred tax asset of $54.7 million related to legal entity restructuring.

The restructuring resulted in the recognition of a deferred tax asset related to tax attributes that are expected to be utilized against future taxable income.

Our interest expense for the three months ended June 30, 2026 was $47.7 million as compared to $40.1 million for the corresponding period last year.

Our interest expense for the nine months ended June 30, 2026 was $143.5 million as compared to $125.4 million for the corresponding period last year.

The increase in interest expense for the three and nine months ended June 30, 2026 was primarily due to an increase in our interest-bearing liabilities.

Income Tax (Benefit) Expense

Our income tax benefit for the three months ended June 30, 2026 was $26.6 million as compared to income tax expense of $65.1 million in the corresponding period last year.

The decrease in tax expense for the current period compared to the corresponding period last year was due primarily to the tax impact of a decrease in pre-tax income of $375.4 million and a decrease in tax expense of $18.0 million related to state income taxes.

Our income tax expense for the nine months ended June 30, 2026 was $39.4 million as compared to $145.6 million in the corresponding period last year.

The decrease in tax expense for the current period compared to the corresponding period last year was due primarily to the tax impact of a decrease in pre-tax income of $394.6 million, a deferred tax benefit of $54.7 million related to tax attributes that are expected to be utilized in the future that resulted from legal entity restructuring implemented in the second quarter of fiscal 2026, and a decrease in tax expense of $24.1 million related to state income taxes, partially offset by tax expense of $31.0 million related to changes in uncertain tax positions and 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.

During the second quarter of fiscal 2026, we recorded a reserve of $34.4 million related to uncertain tax positions associated with certain federal and state tax credits claimed for fiscal 2017 through fiscal 2026.

5 unchanged sentences

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 $4.2 million for the three months ended March 31, 2026 compared to net loss of $10.3 million for the three months ended March 31, 2025, an increase of $6.1 million.

Net loss from discontinued operations was $70.1 million for the six months ended March 31, 2026 compared to a net loss of $19.9 million for the six months ended March 31, 2025, an increase of $50.2 million.

The increase in net loss from discontinued operations for the six months ended March 31, 2026 was primarily due to a change in our expected recovery on a deactivation, demolition, and removal project in the first quarter of the current year.

Net Income Attributable to AECOM

The factors described above resulted in net income attributable to AECOM of $179.9 million and $254.4 million for the three and six months ended March 31, 2026, respectively, as compared to net income attributable to AECOM of $143.4 million and $310.4 million for the three and six months ended March 31, 2025, respectively.

Net loss from discontinued operations was $2.9 million for the three months ended June 30, 2026 compared to $43.9 million for the three months ended June 30, 2025, a decrease of $41.0 million.

Net loss from discontinued operations was $73.0 million for the nine months ended June 30, 2026 compared to $63.8 million for the nine months ended June 30, 2025, an increase of $9.2 million.

The decrease in net loss from discontinued operations for the three months ended June 30, 2026 was primarily due to a revision to estimated recoveries on a refinery turn around project in the prior year that did not recur in the current year.

The increase in net loss from discontinued operations for the nine months ended June 30, 2026 was primarily due to a change in our expected recovery on a deactivation, demolition, and removal project in the first quarter of the current year.

Net (Loss) Income Attributable to AECOM

The factors described above resulted in net loss attributable to AECOM of $86.7 million and net income attributable to AECOM of $167.7 million for the three and nine months ended June 30, 2026, respectively, as compared to net income attributable to AECOM of $131.0 million and $441.4 million for the three and nine months ended June 30, 2025, respectively.

Results of Operations by Reportable Segment

Three Months Ended Six Months Ended

March 31, 2026 March 31, 2025 Change March 31, 2026 March 31, 2025 Change

Three Months Ended Nine Months Ended

June 30, 2026 June 30, 2025 Change June 30, 2026 June 30, 2025 Change

($ in millions) ($ in millions)

1 unchanged sentence

Cost of revenue 2,775.8 3,038.4 (262.6) (8.6) 8,232.0 8,644.4 (412.4) (4.8)

Gross profit $ 223.1 $ 212.5 $ 10.6 5.0 % 432.7 $ 402.7 $ 30.0 7.4 %

Gross (loss) profit $ (143.1) $ 238.8 $ (381.9) (159.9) % 289.6 $ 641.5 $ (351.9) (54.9) %

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

Three Months Ended Six Months Ended

March 31, 2026 March 31, 2025 March 31, 2026 March 31, 2025

Three Months Ended Nine Months Ended

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Revenue 100.0 % 100.0 % 100.0 % 100.0 %

Cost of revenue 105.4 % 92.7 96.6 93.1

Gross profit 7.7 % 7.3 % 7.3 % 6.7 %

Revenue for our Americas segment for the three months ended March 31, 2026 increased $14.9 million, or 0.5%, to $2,911.6 million as compared to $2,896.7 million for the corresponding period last year.

Revenue increased despite a $54.8 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.

The increase in revenue from the Americas was primarily due to increased project activity in our Transportation end market of $69.6 million, or 11.6%, and an increase in our Water and Environment end markets of $47.9 million, or 9.0%, and was partially offset by our Facilities end market, which decreased $77.7 million, or 4.6%, compared to the corresponding period last year.

Revenues for our Americas segment for the six months ended March 31, 2026 decreased $119.8 million, or 2.0%, to $5,888.9 million as compared to $6,008.7 million for the corresponding period last year.

The decrease in revenues was primarily due to a $253.2 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.

The decrease in revenue was also due to a decrease in our Facilities end market, which decreased $268.8 million, or 7.4%, and was partially offset by increased project activity in our Transportation end market of $106.0 million, or 9.0%, and an increase in our Water and Environment end markets of $91.5 million, or 8.5%, compared to the corresponding period last year.

Gross (loss) profit (5.4) % 7.3 % 3.4 % 6.9 %

Revenue for our Americas segment for the three months ended June 30, 2026 decreased $644.5 million, or 19.7%, to $2,632.7 million as compared to $3,277.2 million for the corresponding period last year.

Revenue decreased due to a $473.0 million decrease in revenue on a Construction Management project for the three months ended June 30, 2026 compared to the corresponding period in the prior year.

Revenue also decreased due to a $153.6 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.

The decrease in revenue from the Construction Management project contributed to a decrease in our Facilities end market, which decreased $486.0 million, or 24.1%, compared to the corresponding period last year.

Our Water and Environment end markets decreased $99.9 million, or 17.3%, and our Transportation end market decreased $52.3 million, or 8.1%, compared to the corresponding period last year.

Revenues for our Americas segment for the nine months ended June 30, 2026 decreased $764.3 million, or 8.2%, to $8,521.6 million as compared to $9,285.9 million for the corresponding period last year.

The decrease in revenues was due to a $641.8 million decrease in revenue on a Construction Management project for the nine months ended June 30, 2026 compared to the corresponding period in the prior year and a $257.3 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.

The decrease in revenue from the Construction Management project contributed to a decrease in our Facilities end market, which decreased $754.6 million, or 13.4%.

Our Water and Environment end markets decreased $11.8 million, or 0.7%, and was partially offset by increased project activity in our Transportation end market of $57.1 million, or 3.1%, compared to the corresponding period last year.

Cost of Revenue

Cost of revenue for our Americas segment for the three months ended March 31, 2026 increased by $4.3 million, or less than 1%, to $2,688.5 million compared to $2,684.2 million for the corresponding period last year.

Cost of revenue for our Americas segment for the six months ended March 31, 2026 decreased by 149.8 million, or 2.7%, to $5,456.2 million compared to $5,606.0 million for the corresponding period last year.

The decrease in cost of revenue for the six months ended March 31, 2026 was primarily due to the decreases in subcontractor and other direct costs partially offset by increased project activity.

Gross profit for our Americas segment for the three months ended March 31, 2026 increased $10.6 million, or 5.0%, to $223.1 million as compared to $212.5 million for the corresponding period last year.

As a percentage of revenue, gross profit increased to 7.7% of revenue for the three months ended March 31, 2026 from 7.3% in the corresponding period last year.

Gross profit for our Americas segment for the six months ended March 31, 2026 increased $30.0 million, or 7.4%, to $432.7 million as compared to $402.7 million for the corresponding period last year.

As a percentage of revenue, gross profit increased to 7.3% of revenue for the six months ended March 31, 2026 from 6.7% in the corresponding period last year.

The increase in gross profit and gross profit as a percentage of revenue for the three and six months ended March 31, 2026 was 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, 2026 decreased by $262.6 million, or 8.6% to $2,775.8 million compared to $3,038.4 million for the corresponding period last year.

Cost of revenue for our Americas segment for the nine months ended June 30, 2026 decreased by $412.4 million, or 4.8%, to $8,232.0 million compared to $8,644.4 million for the corresponding period last year.

The decrease in cost of revenue for the nine months ended June 30, 2026 was primarily due to the decreases in subcontractor and other direct costs partially offset by increased project activity.

Gross (Loss) Profit

Gross profit for our Americas segment for the three months ended June 30, 2026 decreased $381.9 million, or 159.9%, to a gross loss of $143.1 million as compared to gross profit of $238.8 million for the corresponding period last year.

As a percentage of revenue, gross loss was 5.4% of revenue for the three months ended June 30, 2026 from gross profit of 7.3% in the corresponding period last year.

Gross profit for our Americas segment for the nine months ended June 30, 2026 decreased $351.9 million, or 54.9%, to $289.6 million as compared to $641.5 million for the corresponding period last year.

As a percentage of revenue, gross profit decreased to 3.4% of revenue for the nine months ended June 30, 2026 from 6.9% in the corresponding period last year.

The changes in gross profit and gross profit as a percentage of revenue for the three and nine months ended June 30, 2026 was primarily due to the $336.8 million loss recorded on a Construction Management project in the third quarter of fiscal 2026.

International

Three Months Ended Six Months Ended

March 31, 2026 March 31, 2025 Change March 31, 2026 March 31, 2025 Change

Three Months Ended Nine Months Ended

June 30, 2026 June 30, 2025 Change June 30, 2026 June 30, 2025 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, 2026 March 31, 2025 March 31, 2026 March 31, 2025

Three Months Ended Nine Months Ended

June 30, 2026 June 30, 2025 June 30, 2026 June 30, 2025

Revenue 100.0 % 100.0 % 100.0 % 100.0 %

1 unchanged sentence

Gross profit 11.4 % 9.8 % 9.4 % 9.1 %

Revenue for our International segment for the three months ended March 31, 2026 increased $14.8 million, or 1.7%, to $889.6 million as compared to $874.8 million for the corresponding period last year.

The increase in revenue for the three months ended March 31, 2026 was benefitted by an increase in pass-through revenues of $3.0 million, compared to the corresponding period in the prior year.

Revenue increased in our Facilities end market by $9.4 million, or 2.6%, and in Water and Environment end markets of $10.9 million, or 5.5%, partially offset by a decrease in our Transportation end market by $18.8 million, or 6.6%, compared to the corresponding period last year.

Revenue in our International segment for the six months ended March 31, 2026 decreased $33.7 million, or 1.9%, to $1,743.1 million as compared to $1,776.8 million for the corresponding period last year.

The decrease in revenue for the six months ended March 31, 2026 was primarily due to a $31.5 million decrease in pass-through revenues, compared to the corresponding period in the prior year.

Revenue decreased in our Transportation end market by $48.4 million, or 8.2%, and in our Facilities end market by $41.6 million, or 5.6%, partially offset by an increase in our Water and Environment end markets of $37.4 million, or 9.6%, compared to the corresponding period last year.

Revenue for our International segment for the three months ended June 30, 2026 increased $52.0 million, or 5.8%, to $953.1 million as compared to $901.1 million for the corresponding period last year.

The increase in revenue for the three months ended June 30, 2026 was benefitted by an increase in pass-through revenues of $10.0 million, compared to the corresponding period in the prior year.

Revenue increased in our Facilities end market by $40.2 million, or 11.4%, in our Energy end market by $15.3 million, or 55.7%, and in our Transportation end market by $6.9 million, or 3.3%, partially offset by a decrease in our Water and Environment end markets of $10.6 million, or 3.4%, compared to the corresponding period last year.

Revenue in our International segment for the nine months ended June 30, 2026 increased $18.3 million, or 0.7%, to $2,696.2 million as compared to $2,677.9 million for the corresponding period last year.

The increase in revenue for the nine months ended June 30, 2026 was despite a $21.5 million decrease in pass-through revenues, compared to the corresponding period in the prior year.

Revenue increased in our Water and Environment end markets of $44.3 million, or 7.4%, and in our Energy end market by $34.5 million, or 42.7%, partially offset by decreases in our Transportation end market by $58.9 million, or 6.5%, and in our Facilities end market by $1.5 million, or 0.1%, compared to the corresponding period last year.

Cost of Revenue

Cost of revenue for our International segment for the three months ended March 31, 2026 increased $19.6 million, or 2.5%, to $816.2 million as compared to $796.6 million for the corresponding period last year.

The increase in cost of revenue for the three months ended March 31, 2026 was primarily due the increase project activity compared to the corresponding period last year.

Cost of revenue for our International segment for the six months ended March 31, 2026 decreased $22.3 million, or 1.4%, to $1,598.3 million as compared to $1,620.6 million for the corresponding period last year.

The decrease in cost of revenue for the six months ended March 31, 2026 was primarily due to the $31.5 million decrease in subcontractor and other direct costs compared the corresponding period last year.

Gross profit for our International segment for the three months ended March 31, 2026 decreased $4.8 million, or 6.1%, to $73.4 million as compared to $78.2 million for the corresponding period last year.

As a percentage of revenue, gross profit decreased to 8.3% of revenue for the three months ended March 31, 2026 from 8.9% in the corresponding period last year.

The decreases in gross profit and gross profit as a percentage of revenue for the three months ended March 31, 2026 were primarily due to decreases in Asia and the Middle East, which were partially offset by increases in Europe and Australia.

Gross profit for our International segment for the six months ended March 31, 2026 decreased $11.4 million, or 7.3%, to $144.8 million as compared to $156.2 million for the corresponding period last year.

As a percentage of revenue, gross profit decreased to 8.3% of revenue for the six months ended March 31, 2026 from 8.8% in the corresponding period last year.

The decreases in gross profit and gross profit as a percentage of revenue for the six months ended March 31, 2026 were primarily due to decreases in Asia and the Middle East, which were partially offset by increases in Europe.

Cost of revenue for our International segment for the three months ended June 30, 2026 increased $31.2 million, or 3.8%, to $844.3 million as compared to $813.1 million for the corresponding period last year.

The increase in cost of revenue for the three months ended June 30, 2026 was primarily due an increase in subcontractor and other direct costs of $10.0 million and the increase in project activity compared to the corresponding period last year.

Cost of revenue for our International segment for the nine months ended June 30, 2026 increased $8.9 million, or 0.4%, to $2,442.6 million as compared to $2,433.7 million for the corresponding period last year.

The increase in cost of revenue for the nine months ended June 30, 2026 was primarily due to an increase in project activity partially offset by the $21.5 million decrease in subcontractor and other direct costs compared the corresponding period last year.

Gross profit for our International segment for the three months ended June 30, 2026 increased $20.8 million, or 23.6%, to $108.8 million as compared to $88.0 million for the corresponding period last year.

As a percentage of revenue, gross profit increased to 11.4% of revenue for the three months ended June 30, 2026 from 9.8% in the corresponding period last year.

The increases in gross profit and gross profit as a percentage of revenue for the three months ended June 30, 2026 were primarily due to increases in Europe and Australia, which were partially offset by decreases in the Middle East and Asia.

Gross profit for our International segment for the nine months ended June 30, 2026 increased $9.4 million, or 3.8%, to $253.6 million as compared to $244.2 million for the corresponding period last year.

As a percentage of revenue, gross profit increased to 9.4% of revenue for the nine months ended June 30, 2026 from 9.1% in the corresponding period last year.

The increases in gross profit and gross profit as a percentage of revenue for the nine months ended June 30, 2026 were primarily due to increases in Europe and Australia, which were partially offset by decreases in Asia and the Middle East.

AECOM Capital

Three Months Ended Six Months Ended

March 31, 2026 March 31, 2025 Change March 31, 2026 March 31, 2025 Change

Three Months Ended Nine Months Ended

June 30, 2026 June 30, 2025 Change June 30, 2026 June 30, 2025 Change

($ in millions) ($ in millions)

2 unchanged sentences

General and administrative expenses $ (1.6) $ (2.3) $ 0.7 (30.4) % $ (5.6) $ (7.5) $ 1.9 (25.3) %

Equity in earnings of joint ventures for the three months ended March 31, 2026 increased $2.7 million, or 128.6%, to $0.6 million compared to a loss $2.1 million for the corresponding period last year.

Equity in earnings of joint ventures for the six months ended March 31, 2026 increased $2.2 million to $1.3 million compared to a loss of $0.9 million for the corresponding period last year.

The increases in equity in earnings of joint ventures for the three and six months ended March 31, 2026 was primarily due to favorable earnings of investments in the current year compared to the prior year.

Equity in earnings of joint ventures for the three months ended June 30, 2026 decreased $0.8 million, or 80.0%, to $0.2 million compared to $1.0 million for the corresponding period last year.

Equity in earnings of joint ventures for the nine months ended June 30, 2026 increased $1.5 million to $1.6 million compared to $0.1 million for the corresponding period last year.

The increases in equity in earnings of joint ventures for the nine months ended June 30, 2026 was primarily due to favorable earnings of investments in the current year compared to the prior year.

We experience seasonal trends in our business.

16 unchanged sentences

We expect to spend approximately $25 million for restructuring costs in fiscal 2026 associated with restructuring actions taken in prior periods that are expected to deliver continued margin improvement and efficiencies.

We also expect to incur future net cash outflows between $600 million and $800 million through the completion of two projects in our Construction Management business, which does not include potential cash inflows for unapproved change orders and claims from clients, subcontractors or insurers.

Approximately $175 million to $225 million of these net cash outflows are expected in the fourth quarter of fiscal year 2026 with the remaining net cash outflows expected during fiscal year 2027.

Our Construction Management business has two projects that have experienced delays and have significant claims of recovery of damages from the clients, subcontractors, and insurers.

The claims related to these two projects represent a majority of the significant claims in Note 4, Revenue Recognition, as of June 30, 2026 and September 30, 2025.

We continue to actively work with the two project owners to resolve our claims position and exposure.

However, any further significant delay in the collection of our claims could constrain our capital allocation strategy with respect to the timing of stock repurchases.

Our assumptions on the resolution of our claims are subject to uncertainty, and changes in those assumptions could result in a material impact on our results of operations or cash flows.

Generally, we do not provide for U.S.

1 unchanged sentence

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

At March 31, 2026, 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, 2026, 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, 2026, cash and cash equivalents were $1,034.3 million, a decrease of $551.4 million from $1,585.7 million at September 30, 2025.

Net cash provided by operating activities was $74.0 million for the six months ended March 31, 2026 as compared to $341.7 million for the six months ended March 31, 2025.

The change was primarily attributable to a decrease in net income of approximately $54.9 million, which was impacted by a longer than anticipated claims resolution process, and an increase in cash used by changes in working capital of $282.1 million, partially offset by an increase in adjustments for non-cash items of approximately $69.3 million.

The sale of trade receivables to financial institutions included in operating cash flows decreased $13.6 million during the six months ended March 31, 2026 compared to the six months ended March 31, 2025.

At June 30, 2026, cash and cash equivalents were $1,012.9 million, a decrease of $572.8 million from $1,585.7 million at September 30, 2025.

Net cash provided by operating activities was $169.2 million for the nine months ended June 30, 2026 as compared to $625.5 million for the nine months ended June 30, 2025.

The change was primarily attributable to an increase in net cash outflow of $283.5 million for the nine months ended June 30, 2026 related to two Construction Management projects compared to the corresponding period in the prior year, partially offset by a $51.1 million cash collection on a refinery turnaround project.

The change in net cash flow from operations was also attributable to a decrease in net income of approximately $297.6 million, and an increase in cash used by changes in working capital of $179.3 million, partially

offset by an increase in adjustments for non-cash items of approximately $20.6 million.

The sale of trade receivables to financial institutions included in operating cash flows decreased $10.1 million during the nine months ended June 30, 2026 compared to the nine months ended June 30, 2025.

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 $75.2 million for the six months ended March 31, 2026, as compared to $86.0 million for the six months ended March 31, 2025.

The change was primarily attributable to a $45.4 million cash outflow from the deconsolidation of a joint venture recognized in the prior year period, which did not reoccur in the current year period, partially offset by a $22.3 million change in our investment in the revolving credit facility which was comprised of net cash collections of $14.3 million in the prior year period compared to net cash loaned of $8.0 million in the current year period.

Net cash used in financing activities was $547.4 million for the six months ended March 31, 2026 as compared to $236.4 million for the six months ended March 31, 2025.

The change from the prior year was primarily attributable to a $308.2 million increase in cash used to repurchase common stock.

Net cash used in investing activities was $147.6 million for the nine months ended June 30, 2026, as compared to $133.3 million for the nine months ended June 30, 2025.

The change was primarily attributable to a $45.4 million cash outflow from the deconsolidation of a joint venture recognized in the prior year period, which did not reoccur in the current year period, partially offset by a $29.1 million change in our credit facility investment which was comprised of net cash collections of $16.6 million in the prior year period compared to net cash loaned of $12.5 million in the current year period.

Net cash used in financing activities was $590.6 million for the nine months ended June 30, 2026 as compared to $281.6 million for the nine months ended June 30, 2025.

The change from the prior year was primarily attributable to a $303.5 million increase in cash used to repurchase common stock in the current year.

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, decreased $183.1 million, or 22.9%, to $618.3 million at March 31, 2026 from $801.4 million at September 30, 2025.

Net accounts receivable and contract assets, net of contract liabilities, increased to $3,505.2 million at March 31, 2026 from $3,194.4 million at September 30, 2025.

Days Sales Outstanding (DSO), which includes net accounts receivable and contract assets, net of contract liabilities, was 83 days at March 31, 2026 compared to 74 days at September 30, 2025.

Working capital, or current assets less current liabilities, decreased $461.1 million, or 57.5%, to $340.3 million at June 30, 2026 from $801.4 million at September 30, 2025.

Net accounts receivable and contract assets, net of contract liabilities, increased to $3,375.2 million at June 30, 2026 from $3,194.4 million at September 30, 2025.

Days Sales Outstanding (DSO), which includes net accounts receivable and contract assets, net of contract liabilities, was 86 days at June 30, 2026 compared to 74 days at September 30, 2025.

At June 30, 2026 and September 30, 2025, the DSO impact of the two projects in our Construction Management business was 14 days and less than one day, respectively.

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.

Except for significant 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.

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.

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(in millions)

Credit Agreement $ 1,450.0 $ 1,439.9

Amended Credit Agreement $ 1,448.8 $ 1,439.9

2033 Senior Notes 1,200.0 1,200.0

4 unchanged sentences

Long-term debt $ 2,652.0 $ 2,647.2

The following table presents, in millions, scheduled maturities of our debt as of March 31, 2026:

2026 (six months remaining) $ 45.4

The following table presents, in millions, scheduled maturities of our debt as of June 30, 2026:

2026 (three months remaining) $ 36.3

Thereafter 2,627.4

Total $ 2,745.2

Credit Agreement

Credit Agreements

On March 10, 2026 (the "Amendment Effective Date"), we and certain of our subsidiaries entered into Amendment No.

16 to Syndicated Facility Agreement ("Amendment") with Bank of America, N.A.

as administrative agent (the "Administrative Agent") and the other lenders party thereto, which amended the Syndicated Facility Agreement, dated October 17, 2014, to which we and certain of our subsidiaries are party (as amended prior to the Amendment Effective Date, the "Existing Credit Agreement" and as amended by the Amendment, the "Credit Agreement"), pursuant to which we obtained a new $1,500,000,000 revolving credit facility (the “Revolving Credit Facility”), a new $950,000,000 term loan A facility (the “Term Loan A Facility” and a new $500,000,000 term loan B facility (the “Term Loan B Facility” and, together with the Revolving Credit Facility and the Term Loan A Facility, the "Amended Facilities").

The Revolving Credit Facility and the Term Loan A Facility mature on March 10, 2031, which represents a two-year extension of the maturity date applicable to such facilities under the Existing Credit Agreement.

The Term Loan B Facility matures on April 19, 2031, which is unchanged from the Existing Credit Agreement.

("Bank of America") as administrative agent and the other lenders party thereto, which amended the Syndicated Facility Agreement, dated October 17, 2014, to which we and certain of our subsidiaries are party (as amended prior to the Amendment Effective Date, the "Existing Credit Agreement" and as amended by the Amendment, the "Amended Credit Agreement"), pursuant to which we obtained a new $1,500,000,000 revolving credit facility (the “$1.5 Billion Revolving Credit Facility”), a new $950,000,000 term loan A facility (the “Term Loan A Facility” and a new $500,000,000 term loan B facility (the “Term Loan B Facility” and, together with the $1.5 Billion Revolving Credit Facility and the Term Loan A Facility, the "Amended Facilities").

The $1.5 Billion Revolving Credit Facility and the Term Loan A Facility mature on March 10, 2031.

The Term Loan B Facility matures on April 19, 2031.

The Term Loan A Facility and the Term Loan B Facility were borrowed in full on the Amendment Effective Date in U.S.

Loans under the Revolving Credit Facility may be borrowed, and letters of credit thereunder may be issued, in U.S.

Loans under the $1.5 Billion Revolving Credit Facility may be borrowed, and letters of credit thereunder may be issued, in U.S.

dollars or in certain foreign currencies.

The Amended Facilities replace in full our existing revolving credit facility and term loan facilities under the Existing Credit Agreement, and borrowings under the Amended Facilities were used on the Amendment Effective Date to refinance in full our existing credit facilities under the Existing Credit Agreement.

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 Amended Facilities.

Borrowings under (a) the Revolving Credit Facility (in U.S.

dollars) and the Term Loan A Facility bear interest at a rate per annum equal to, at our option, (i) excluding the sustainability adjustment, a SOFR rate (with a 0% floor) plus a margin ranging from 1.125% to 2% or (ii) a base rate (with a 0% floor) plus a margin ranging from 0.125% to 1%, in each case, with the actual margin determined from time to time on the basis of our consolidated leverage ratio;

and (b) the 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 the same margin applicable to SOFR rate loans.

An unused commitment fee ranging from 0.15% to 0.30% (with the actual fee amount determined from time to time on the basis of our consolidated leverage ratio) is payable on the average daily undrawn portion of the commitments in respect of the Revolving Credit Facility.

The Amended Facilities replace in full our prior revolving credit facility and term loan facilities under the Existing Credit Agreement, and borrowings under the Amended Facilities were used on the Amendment Effective Date to refinance in full our existing credit facilities under the Existing Credit Agreement.

On June 10, 2026, we and certain of our subsidiaries entered into a Credit Agreement with Bank of America, as administrative agent and the other lender parties thereto (the "New Credit Agreement" and, together with the Amended Credit Agreement, the "Credit Agreements"), pursuant to which we obtained a new $500,000,000 revolving credit facility (the "$500 Million Revolving Credit Facility" and, together with the $1.5 Billion Revolving Credit Facility, the "Revolving Credit Facilities") which matures on June 9, 2028.

Borrowings under (a) the Revolving Credit Facilities (in U.S.

dollars) and the Term Loan A Facility bear interest at a rate per annum equal to, at our option, (i) a SOFR rate (with a 0% floor) plus a margin ranging from 1.125% to 2% or (ii) a base rate (with a 0% floor) plus a margin ranging from 0.125% to 1%, in each case, excluding any applicable sustainability adjustment with respect to the $1.5 Billion Revolving Credit Facility and the Term Loan A Facility, and with the actual margin determined from time to time on the basis of our consolidated leverage ratio;

and (b) the $1.5 Billion 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, plus the same margin applicable to SOFR rate loans.

An unused commitment fee ranging from 0.15% to 0.30% (excluding any applicable sustainability adjustment, and with the actual fee amount determined from time to time on the basis of our consolidated leverage ratio) is payable on the average daily undrawn portion of the commitments in respect of the Revolving Credit Facilities.

Borrowings under the Term Loan B Facility bear interest at a rate per annum equal to, at our option, (a) a SOFR rate (with a 0% floor) or (b) a base rate (with a 0% floor), in each case, plus an applicable margin of 1.50% in the case of the SOFR rate and 0.50% in the case of the base rate.

Such applicable margin represents a 0.25% reduction from that applicable under the Existing Credit Agreement.

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

The Credit Agreement contains customary negative covenants that include, among other things, limitations or restrictions on our ability and 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.

Such financial covenant does not apply to the Term B Facility.

As of March 31, 2026, 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, 2026 and September 30, 2025, letters of credit totaled $4.4 million and $4.4 million, respectively, under the Revolving Credit Facility.

As of March 31, 2026 and September 30, 2025, we had $1,495.6 million and $1,495.6 million, respectively, available under the Revolving Credit Facility.

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

The Credit Agreements contain customary negative covenants that include, among other things, limitations or restrictions on our ability and 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.

Such financial covenant does not apply to the Term Loan B Facility.

As of June 30, 2026, we were in compliance with the covenants of the Credit Agreements.

The Credit Agreements contain 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 Agreements contain 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, 2026 and September 30, 2025, letters of credit totaled $4.4 million and $4.4 million, respectively, under the $1.5 Billion Revolving Credit Facility.

As of June 30, 2026 and September 30, 2025, we had $1,495.6 million and $1,495.6 million, respectively, available under the Revolving Credit Facility.

At June 30, 2026, the Company had no outstanding letters of credit and had $500 million available under the $500 Million Revolving Credit Facility.

2027 Senior Notes

6 unchanged sentences

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”).

As of March 31, 2026, the estimated fair value of the 2033 Senior Notes was approximately $1,197.0 million.

The fair value of the 2033 Senior Notes as of March 31, 2026 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 2033 Senior Notes.

As of June 30, 2026, the estimated fair value of the 2033 Senior Notes was approximately $1,201.5 million.

The fair value of the 2033 Senior Notes as of June 30, 2026 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 2033 Senior Notes.

Interest is payable on the 2033 Senior Notes at a rate of 6.000% per annum.

9 unchanged sentences

The indenture also contains customary negative covenants.

We were in compliance with the covenants related to the 2033 Senior Notes as of December 31, 2025.

We were in compliance with the covenants related to the 2033 Senior Notes as of June 30, 2026.

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, 2026 and September 30, 2025, these outstanding standby letters of credit totaled $900.1 million and $899.4 million, respectively.

As of March 31, 2026, we had $419.3 million available under these unsecured credit facilities.

At June 30, 2026 and September 30, 2025, these outstanding standby letters of credit totaled $906.9 million and $899.4 million, respectively.

As of June 30, 2026, we had $411.8 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, 2026 and 2025 was 5.3% and 5.1%, 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, 2026 of $3.5 million and $4.9 million, respectively, and for the three and six months ended March 31, 2025 of $1.2 million and $2.6 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, 2026 and 2025 was 5.2% and 5.1%, 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, 2026 of $1.4 million and $6.2 million, respectively, and for the three and nine months ended June 30, 2025 of $1.2 million and $3.9 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 the Revolving Credit Facility and other facilities discussed in Other Debt and Other Items above, as of March 31, 2026, there was approximately $904.5 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 the Revolving Credit Facility and other facilities discussed in Other Debt and Other Items above, as of June 30, 2026, there was approximately $911.3 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, 2026, our defined benefit pension plans had an aggregate deficit (the excess of projected benefit obligations over the fair value of plan assets) of approximately $66.5 million.

The total amounts of employer contributions paid for the six months ended March 31, 2026 were $4.4 million for U.S.

At June 30, 2026, our defined benefit pension plans had an aggregate deficit (the excess of projected benefit obligations over the fair value of plan assets) of approximately $54.3 million.

The total amounts of employer contributions paid for the nine months ended June 30, 2026 were $6.9 million for U.S.

plans and $18.4 million for non-U.S.

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Refer to our Annual Report on Form 10-K for the year ended September 30, 2025 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, 2026.

There have been no changes, outside of the ordinary course of business, to these contractual obligations during the nine months ended June 30, 2026.

Condensed Combined Financial Information

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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, 2026 and September 30, 2025, and for the six months ended March 31, 2026.

Amounts provided do not represent our total consolidated amounts as of June 30, 2026 and September 30, 2025, and for the nine months ended June 30, 2026.

Condensed Combined Balance Sheets

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(unaudited - in millions)

March 31, 2026 September 30, 2025

June 30, 2026 September 30, 2025

Current assets $ 2,990.6 $ 3,367.3

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(unaudited - in millions)

For the six months ended

March 31, 2026

For the nine months ended

June 30, 2026

Revenue $ 6,243.5

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Gross profit 116.6

Net income from continuing operations 79.1

Net loss from continuing operations (168.5)

Net loss from discontinued operations —

Net income $ 79.1

Net income attributable to AECOM $ 79.1

Net loss $ (168.5)

Net loss attributable to AECOM $ (168.5)

New Accounting Pronouncements and Changes in Accounting

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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