What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2023-11-15 compared with 2022-11-17 · 149 added, 236 removed, 1150 unchanged (25% of the section changed)

6 unchanged sentences

Consolidated Statements of Operations for the Years Ended September 30, 2023, 2022 and 2021

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended September 30, 2022, 2021, and 2020

Consolidated Statements of Comprehensive Income for the Years Ended September 30, 2023, 2022, and 2021

Consolidated Statements of Stockholders’ Equity for the Years Ended September 30, 2023, 2022, and 2021

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of AECOM

To the Stockholders and the Board of Directors of AECOM

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of AECOM (the “ Company ” ) as of September 30, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), stockholders ’ equity and cash flows for each of the three years in the period ended September 30, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “ consolidated financial statements ” ).

We have audited the accompanying consolidated balance sheets of AECOM (the Company) as of September 30, 2023 and 2022, the related consolidated statements of operations, comprehensive income, stockholders ’ equity and cash flows for each of the three years in the period ended September 30, 2023, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “ consolidated financial statements ” ).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 30, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2023, in conformity with U.S.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which it relates.

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition - Contract cost and claim recovery estimates

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

As of September 30, 2022, significant claims included in contract assets and other non-current assets on the consolidated balance sheet were approximately $110.0 million.

As of September 30, 2023, significant claims recorded in contract assets and other non-current assets on the consolidated balance sheet were approximately $160.0 million.

Revenue recognition relating to claims is highly judgmental as the amount has been disputed by the customer and it requires the Company to prepare estimates of amounts expected to be recovered.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of AECOM

To the Stockholders and the Board of Directors and Stockholders of AECOM

Opinion on Internal Control Over Financial Reporting

We have audited AECOM ’ s (the “ Company ” ) internal control over financial reporting as of September 30, 2022, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the “ COSO criteria ” ).

In our opinion, AECOM maintained, in all material respects, effective internal control over financial reporting as of September 30, 2022, based on the COSO criteria.

We have audited AECOM ’ s internal control over financial reporting as of September 30, 2023, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, AECOM (the Company) maintained, in all material respects, effective internal control over financial reporting as of September 30, 2023, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2023 consolidated financial statements of the Company and our report dated November 14, 2023 expressed an unqualified opinion thereon.

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Accumulated deficits

( 1,103,976 )

TOTAL AECOM STOCKHOLDERS’ EQUITY

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Cost of revenue

Equity in earnings of joint ventures

Equity in (losses) earnings of joint ventures

General and administrative expenses

1 unchanged sentence

Income from operations

Interest income

Interest expense

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Net loss from discontinued operations

Net income (loss)

Net income attributable to noncontrolling interests from continuing operations

Net income (loss) attributable to noncontrolling interests from discontinued operations

Net (loss) income attributable to noncontrolling interests from discontinued operations

Net income attributable to noncontrolling interests

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Net loss attributable to AECOM from discontinued operations

Net income (loss) attributable to AECOM

Net income attributable to AECOM

Net income (loss) attributable to AECOM per share:

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See accompanying Notes to Consolidated Financial Statements.

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Comprehensive Income

(in thousands)

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September 30,

Net income (loss)

Other comprehensive income (loss), net of tax:

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Other comprehensive income (loss), net of tax

Comprehensive income (loss), net of tax

Comprehensive income, net of tax

Noncontrolling interests in comprehensive income of consolidated subsidiaries, net of tax

Comprehensive income (loss) attributable to AECOM, net of tax

Comprehensive income attributable to AECOM, net of tax

See accompanying Notes to Consolidated Financial Statements.

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Cumulative effect of accounting standard adoption

Other comprehensive loss

Other comprehensive income

Issuance of stock

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Stock based compensation

Other transactions with noncontrolling interests

Disposal of noncontrolling interest of business sold

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BALANCE AT SEPTEMBER 30, 2021

Cumulative effect of accounting standard adoption

Other comprehensive income

Dividends declared

Other comprehensive loss

Issuance of stock

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Other transactions with noncontrolling interests

Disposal of noncontrolling interest of business sold

Contributions from noncontrolling interests

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Stock-based compensation

Other transactions with noncontrolling interests

Contributions from noncontrolling interests

1 unchanged sentence

BALANCE AT SEPTEMBER 30, 2023

( 1,103,976 )

See accompanying Notes to Consolidated Financial Statements.

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CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

Equity in earnings of unconsolidated joint ventures

Equity in losses (earnings) of unconsolidated joint ventures

Distribution of earnings from unconsolidated joint ventures

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Impairment of long-lived assets

Loss (gain) on sale of discontinued operations

Loss on sale of discontinued operations

Foreign currency translation

Deferred income tax expense (benefit)

Deferred income tax (benefit) expense

Changes in operating assets and liabilities:

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CASH FLOWS FROM INVESTING ACTIVITIES:

(Payments for) proceeds from sale of discontinued operations, net of cash disposed

Payments for sale of discontinued operations, net of cash disposed

Investment in unconsolidated joint ventures

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Net cash used in financing activities

( 1,627,970 )

EFFECT OF EXCHANGE RATE CHANGES ON CASH

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

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Significant Accounting Policies

Organization —AECOM and its consolidated subsidiaries provide planning, consulting, architectural and engineering design services to commercial and government clients worldwide in major end markets such as transportation, facilities, environmental, energy, water and government.

Organization — AECOM and its consolidated subsidiaries provide planning, consulting, architectural and engineering design services to public and private clients worldwide in major end markets such as transportation, facilities, environmental, energy, water and government.

The Company also provides construction services, including building construction and energy, infrastructure and industrial construction, primarily in the Americas.

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

Fiscal years 2022, 2021 and 2020 each contained 52 , 52 and 53 weeks, respectively, and ended on September 30, October 1, and October 2, respectively.

Fiscal years 2023, 2022 and 2021 each contained 52 , 52 and 52 weeks, respectively, and ended on September 29, September 30, and October 1, respectively.

Certain prior period amounts in the consolidated financial statements and accompanying notes have been reclassified to conform with the current period’s presentation.

Use of Estimates —The preparation of financial statements in conformity with accounting principles generally accepted in the United States (GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

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The Company tests goodwill for impairment annually for each reporting unit in the fourth quarter of the fiscal year and between annual tests, if events occur or circumstances change which suggest that goodwill should be evaluated.

Such events or circumstances include significant changes in legal factors and business climate, recent losses at a reporting unit, and industry trends, among other

Such events or circumstances include significant changes in legal factors and business climate, recent losses at a reporting unit, and industry trends, among other factors.

A reporting unit is defined as an operating segment or one level below an operating segment.

The Company’s impairment tests are performed at the operating segment level as they represent the Company’s reporting units.

Prior to fiscal 2022, the Company performed its annual goodwill and intangible asset impairment test at the end of the fourth quarter.

In fiscal year 2022, the Company changed the date of its annual goodwill and intangible asset impairment assessment to the first day of the fourth quarter.

The Company believes this change does not represent a material change in method of applying an accounting principle.

This voluntary change is preferable under the circumstances as it results in better alignment with the timing of the Company’s long-range planning and forecasting process and provides the Company with additional time to complete its annual goodwill impairment testing in advance of its year-end reporting.

This change does not delay, accelerate or avoid an impairment of goodwill.

During the impairment test, the Company estimates the fair value of the reporting unit using income and market approaches, and compares that amount to the carrying value of that reporting unit.

Goodwill is evaluated for impairment either by assessing qualitative factors or by performing a quantitative assessment.

Qualitative factors, such as overall financial performance, industry or market considerations, or other relevant events, are assessed to determine if it is more likely than not that the fair value of the reporting units is less than their carrying amounts.

During a quantitative impairment test, the Company estimates the fair value of the reporting unit using income and market approaches, and compares that amount to the carrying value of that reporting unit.

In the event the fair value of the reporting unit is determined to be less than the carrying value, goodwill is impaired, and an impairment loss is recognized equal to the excess, limited to the total amount of goodwill allocated to the reporting unit.

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Based upon management’s assessment of all available evidence, the Company has concluded that it is more likely than not that the deferred tax assets, net of valuation allowance, will be realized.

On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act, which significantly changed U.S.

tax law and included a provision to tax global intangible low-taxed income (GILTI) of foreign subsidiaries.

The Company recognizes taxes due under the GILTI provision as a current period expense.

New Accounting Pronouncements and Changes in Accounting

In June 2016, the Financial Accounting Standards Board (FASB) issued a new credit loss standard that changes the impairment model for most financial assets and some other instruments.

The new guidance replaces the “incurred loss” approach with an “expected loss” model for instruments measured at amortized cost.

It also simplifies the accounting model for purchased credit-impaired debt securities and loans.

The Company adopted the new guidance effective October 1, 2020 using a modified retrospective approach that resulted in an $ 8.0 million, net of tax, reduction to retained earnings without restating comparative periods.

Additional disclosures regarding the adoption can be found in Note 4.

In August 2018, the FASB issued new accounting guidance for the disclosure requirements of defined benefit pension plans.

The amended guidance eliminates certain disclosure requirements that were no longer considered to be cost beneficial.

The Company adopted the new guidance starting on October 1, 2021.

Adoption of the new guidance did not have a significant impact on the Company’s financial statements.

In December 2019, the FASB issued new accounting guidance which simplifies the accounting for income taxes.

In December 2019, the Financial Accounting Standards Board (FASB) issued new accounting guidance which simplifies the accounting for income taxes.

The guidance amends certain exceptions to the general principles of Accounting Standards Codification (ASC) 740, Income Taxes , and simplifies several areas such as accounting for a franchise tax or similar tax that is partially based on income.

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Under this exception, an acquirer applies ASC 606 to recognize and measure contract assets and contract liabilities on the acquisition date.

The Company expects to adopt the new guidance starting on October 1, 2022 on a prospective basis for any business combinations the Company undertakes.

The Company adopted the new guidance starting on October 1, 2022 on a prospective basis and the revised guidance will be applied to any business combinations the Company undertakes.

Discontinued Operations, Goodwill, and Intangible Assets

In the first quarter of fiscal 2020, management approved a plan to dispose via sale the Company’s self-perform at-risk construction businesses.

In the first quarter of fiscal 2020, management approved a plan to dispose of via sale the Company’s self-perform at-risk construction businesses.

These businesses include the Company’s civil infrastructure, power, and oil and gas construction businesses that were previously reported in the Company’s Construction Services segment.

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Current and non-current assets and liabilities of these businesses not sold as of the balance sheet date are presented in the Consolidated Balance Sheets as assets and liabilities held for sale for both periods presented.

During the first quarter of fiscal 2021, the Company completed the sale of its power construction business to CriticalPoint Capital, LLC.

The Company recorded an additional pre-tax loss on the sale of $ 17.3 million in fiscal 2021 related to payments for post-closing working capital adjustments.

The Company also completed the sale of its civil infrastructure construction business to affiliates of Oroco Capital in the second quarter of fiscal 2021.

During the second quarter of fiscal 2021, the Company recorded a $ 32.8 million loss related to the sale of its civil infrastructure construction business.

In the first half of fiscal 2022, the Company recorded an additional $ 43.9 million loss primarily related to revisions of estimates for its working capital obligation to be paid and a contingent consideration receivable.

The Company completed the sale of its civil infrastructure construction business to affiliates of Oroco Capital in the second quarter of fiscal 2021.

In the first quarter of fiscal 2022, the Company recorded an additional $ 40.0 million loss primarily related to revisions of estimates for its working capital obligation to be paid and a contingent consideration receivable.

In the second quarter of fiscal 2023, the Company recorded a $ 38.9 million loss related to a revised estimate of its contingent consideration receivable recognized at the sale.

Under the terms of the sale agreement, the Company made the required cash payments and delivered the cash and cash equivalents, including cash in consolidated joint ventures, on the balance sheet at closing.

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The Company recorded a pre-tax gain of approximately $ 3.0 million on the sale, net of transaction costs.

During the third quarter of fiscal 2023, the Company collected approximately $ 9.2 million cash payment for contingent consideration completing this transaction.

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

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Loss before taxes

Income tax expense (benefit)

Income tax (benefit) expense

Net loss from discontinued operations

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September 30,

Depreciation and amortization:

Property and equipment

Intangible assets and capitalized debt issuance costs

Payments for capital expenditures

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In addition, clients reimburse the Company for materials and other direct incidental expenditures incurred in connection with its performance under the contract.

The Company may apply a practical expedient to recognize

revenue in the amount in which it has the right to invoice if its right to consideration is equal to the value of performance completed to date.

The Company may apply a practical expedient to recognize revenue in the amount in which it has the right to invoice if its right to consideration is equal to the value of performance completed to date.

Guaranteed Maximum Price Contracts (GMP)

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For many of the Company’s commercial or residential GMP contracts, the final price is generally not established until the Company has subcontracted a substantial percentage of the trade contracts with terms consistent with the master contract, and it has negotiated additional contractual limitations, such as waivers of consequential damages as well as aggregate caps on liabilities and liquidated damages.

Revenue is recognized for GMP contracts as project costs are incurred relative to total estimated project costs as the Company believes this is the best measure of progress towards completion.

Revenue is recognized for GMP contracts as project costs are incurred relative to total estimated project costs.

Fixed-Price Contracts

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Total revenue

As of September 30, 2022, the Company had allocated $ 20.8 billion of transaction price to unsatisfied or partially satisfied performance obligations, of which approximately 60 % is expected to be satisfied within the next twelve months .

As of September 30, 2023, the Company had allocated $ 21.9 billion of transaction price to unsatisfied or partially satisfied performance obligations, of which approximately 55 % is expected to be satisfied within the next twelve months and the remaining 45 % thereafter.

Contract liabilities represent amounts billed to clients in excess of revenue recognized to date.

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Significant claims recorded in contract assets and other non-current assets were approximately $ 160 million and $ 110 million as of September 30, 2023 and 2022, respectively.

In fiscal year 2022, the Company reduced its exposure to a significant claim by approximately $ 30 million.

The change reflected the Company’s current estimated recovery on the claim.

The asset related to the Deactivation, Demolition, and Removal Project retained from the MS Purchaser as defined in discussed in Note 18 is presented in prepaid expense and other current assets from continuing operations in the Consolidated Balance Sheet.

Contract retentions represent amounts invoiced to clients where payments have been withheld from progress payments until the contracted work has been completed and approved by the client but nonetheless represent an unconditional right to cash.

On October 1, 2020, the Company adopted accounting pronouncements issued by the FASB regarding the changes to the way in which entities estimate credit losses for most financial assets, including accounts receivable and contract assets.

The new guidance requires the Company to maintain an allowance for credit losses, which represent the portion of its financial assets that it does not expect to collect over their contractual life.

The Company considers a broad range of information to estimate expected credit losses including the related ages of past due balances, projections of credit losses based on historical trends, and collection history and credit quality of its clients.

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Property and equipment, net

Depreciation expense for the fiscal years ended September 30, 2022, 2021 and 2020 were $ 147.0 million, $ 143.6 million, and $ 163.4 million, respectively.

Depreciation is calculated using primarily the straight-line method over the estimated useful lives of the assets, or in the case of leasehold improvements and capitalized leases, the lesser of the remaining term of the lease or its estimated useful life.

Depreciation expense for the fiscal years ended September 30, 2023, 2022 and 2021 was $ 152.3 million, $ 147.0 million, and $ 143.6 million, respectively.

Depreciation is calculated using primarily the straight-line method over the estimated useful lives of the

assets, or in the case of leasehold improvements and capitalized leases, the lesser of the remaining term of the lease or its estimated useful life.

Joint Ventures and Variable Interest Entities

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Total liabilities

Total AECOM equity

Total AECOM (deficit) equity

Noncontrolling interests

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Other joint ventures

During fiscal 2023, the Company initiated a process to explore strategic options for the AECOM Capital business, consistent with the Company's focus on its professional services business.

During the third quarter of fiscal 2023, the Company identified indicators of impairment in the equity method investments held in its AECOM Capital segment.

Specifically, the Company identified evidence that the carrying value of certain of the investments in its real estate portfolio were in excess of their fair values.

The Company concluded it no longer had the intent to retain certain of these investments for a period of time sufficient to allow for an anticipated recovery in market value.

In the third quarter of fiscal 2023, the Company recorded an impairment loss of $ 307.0 million to reduce the carrying value of these investments to their estimated fair values.

This impairment did not relate to investments in respect of which affiliates of AECOM Capital provide advisory services or manage third party capital.

AECOM Capital will continue to manage existing investment vehicles and investments in a manner consistent with their current obligations.

Fair value was determined using Level 3 inputs such as forecasted cash flows and comparable sales prices.

Pension Benefit Obligations

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Amortization of prior service costs

Amortization of net loss

Curtailment loss recognized

Settlement loss recognized

Amortization of net loss (gain)

Settlement (gain) loss recognized

Net periodic benefit cost (credit)

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Cash and cash equivalents

Equity and debt securities

Debt securities

Investment funds:

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Cash and cash equivalents

Equity and debt securities

Debt securities

Investment funds:

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Level 3 Assets

Changes for the year ended September 30, 2021 in the fair value of the Company’s recurring post-retirement plan Level 3 assets are as follows:

Actual return

on plan assets,

September 30,

reporting date

Ending balance

(in millions)

Level 3 Assets

Cash equivalents are mostly comprised of short-term money-market instruments and are valued at cost, which approximates fair value.

For investment funds not traded on an active exchange, or if the closing price is not available, the trustee obtains indicative quotes from a pricing vendor, broker, or investment manager.

These funds are categorized as Level 2 if the custodian obtains corroborated quotes from a pricing vendor or categorized as Level 3 if the custodian obtains uncorroborated quotes from a broker or investment manager.

These funds are categorized as Level 2 if the custodian obtains

corroborated quotes from a pricing vendor or categorized as Level 3 if the custodian obtains uncorroborated quotes from a broker or investment manager.

Fixed income investment funds, not traded on an active exchange, categorized as Level 2 are valued by the trustee using pricing models that use verifiable observable market data (e.g., interest rates and yield curves observable at commonly quoted intervals), bids provided by brokers or dealers, or quoted prices of securities with similar characteristics.

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Depending on the nature of the assets, the general partners or independent administrators use both the income and market approaches in their models.

The market approach consists of analyzing market transactions for comparable assets while the income approach uses earnings or the

net present value of estimated future cash flows adjusted for liquidity and other risk factors.

The market approach consists of analyzing market transactions for comparable assets while the income approach uses earnings or the net present value of estimated future cash flows adjusted for liquidity and other risk factors.

As of September 30, 2023, there were no material changes to the valuation techniques.

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Credit Agreement

On February 8, 2021, the Company entered into the 2021 Refinancing Amendment to the Credit Agreement (the “Credit Agreement”), pursuant to which the Company amended and restated its Syndicated Credit Facility Agreement, dated as of October 17, 2014 (as amended prior to February 8, 2021, the “Original Credit Agreement”), between the Company, as borrower, Bank of America, N.A., as administrative agent, and other parties thereto.

On February 8, 2021, the Company entered into the 2021 Refinancing Amendment to the Credit Agreement (as amended, modified or otherwise supplemented, the “Credit Agreement”), pursuant to which the Company amended and restated its Syndicated Credit Facility Agreement, dated as of October 17, 2014 (as amended prior to February 8, 2021, the “Original Credit Agreement”), between the Company, as borrower, Bank of America, N.A., as administrative agent, and other parties thereto.

At the time of amendment, the Credit Agreement consisted of a $ 1,150,000,000 revolving credit facility (the “Revolving Credit Facility”) and a $ 246,968,737.50 term loan A facility (the “Term A Facility,” together with the Revolving Credit Facility, the “Credit Facilities”), each of which mature on February 8, 2026.

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Currently, there are no co-borrowers under the Credit Facilities.

The applicable interest rate under the Credit Agreement is calculated at a per annum rate equal to, at the Company’s option, (a) the Eurocurrency Rate (as defined in the Credit Agreement) plus an applicable margin (the “LIBOR Applicable Margin”), which is currently at 1.2250 % or (b) the Base Rate (as defined in the Credit Agreement) plus an applicable margin (the “Base Rate Applicable Margin” and together with the LIBOR Applicable Margin, the “Applicable Margins”), which is currently at 0.2250 %.

On April 13, 2021, the Company entered into Amendment No.

10 to the Credit Agreement, pursuant to which the lenders thereunder provided a secured term B credit facility (the “Term B Facility”) to the Company in an aggregate principal amount of $ 700,000,000 .

The Term B Facility matures on April 13, 2028.

The proceeds of the Term B Facility were used to fund the purchase price, fees and expenses in connection with the Company’s cash tender offer to purchase up to $ 700,000,000 aggregate purchase price (not including any accrued and unpaid interest) of its outstanding 5.875 % Senior Notes due 2024.

On June 25, 2021, the Company entered into Amendment No.

11 to the Credit Agreement, pursuant to which lenders thereunder have provided the Company an additional $ 215,000,000 in aggregate principal amount under the Term A Facility.

The Company used the net proceeds from the increase in the Term A Facility (together with cash on hand), to (i) redeem all of the Company’s remaining 5.875 % Senior Notes due 2024 and (ii) pay fees and expenses related to such redemption.

On May 23, 2023, the Company entered into Amendment No.

12 to the Credit Agreement, pursuant to which LIBOR as a benchmark rate of interest was replaced by, in the case of US Dollar-denominated loans, a secured overnight financing rate subject to a spread adjustment, and, in the case of loans denominated in other currencies, other customary successor rates, subject in certain cases to a spread adjustment.

On May 23, 2023, the Company entered into Amendment No.

13 to the Credit Agreement, pursuant to which the spread adjustments with respect to the Revolving Credit Facility and the Term A Facility was amended.

The applicable interest rate for loans under the Term B Facility is calculated at a per annum rate equal to, at the Company’s option, (a) the Term SOFR (as defined in the Credit Agreement) plus 1.75 % or (b) the Base Rate (as defined in the Credit Agreement) plus 0.75 %.

The applicable interest rate for U.S.

Dollar-denominated loans under the Revolving Credit Facility and the Term A Facility is calculated at a per annum rate equal to, at the Company’s option, (a) the Term SOFR (as defined in the Credit Agreement) plus an applicable margin (the “SOFR Applicable Margin”), which is currently at 1.2250 % or (b) the Base Rate (as defined in the Credit Agreement) plus an applicable margin (the “Base Rate Applicable Margin,” and together with the SOFR Applicable Margin, the “Applicable Margins”), which is currently at 0.2250 %.

The applicable interest rate for loans under the Revolving Credit Facility denominated in other currencies is calculated at a per annum rate equal to a customary floating reference rate for such currency specified in the Credit Agreement plus the SOFR Applicable Margin.

The Credit Agreement includes certain environmental, social and governance (ESG) metrics relating to the Company’s CO 2 emissions and its percentage of employees who identify as women (each, a “Sustainability Metric”).

The Applicable Margins and the commitment fees for the Revolving Credit Facility will be adjusted on an annual basis based on the Company’s achievement of preset thresholds for each Sustainability Metric.

The Credit Agreement contains provisions addressing the end of the use of LIBOR as a benchmark rate of interest and a mechanism for determining an alternative benchmark rate of interest.

When the provisions are triggered, LIBOR would be replaced by a secured overnight financing rate (SOFR)-based rate, which will be subject to a spread adjustment which may be positive, negative or zero.

The Applicable Margins for the Term A Facility and the Revolving Credit Facility and the commitment fees for the Revolving Credit Facility will be adjusted on an annual basis based on the Company’s achievement of preset thresholds for each Sustainability Metric.

Some of the Company’s material subsidiaries (the “Guarantors”) have guaranteed the Company’s obligations of the borrowers under the Credit Agreement, subject to certain exceptions.

The borrowers’ obligations under the Credit Agreement are secured by a lien on substantially all of the Company’s assets and its Guarantors’ assets, subject to certain exceptions.

The Credit Agreement contains customary negative covenants that include, among other things, limitations on the ability of the Company and certain of its subsidiaries, subject to certain exceptions, to incur liens and debt, make investments, dispositions, and restricted payments, change the nature of their business, consummate mergers, consolidations and the sale of all or substantially all of their respective assets, taken as a whole, and transact with affiliates.

their respective assets, taken as a whole, and transact with affiliates.

The Company is also required to maintain a consolidated interest coverage ratio of at least 3.00 to 1.00 and 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 Covenants”).

The Financial Covenants do not apply to the Term B Facility.

The Company’s consolidated leverage ratio was 2.00 to 1.00 at September 30, 2023.

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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.

On April 13, 2021, the Company entered into Amendment No.

10 to the Credit Agreement, pursuant to which the lenders thereunder provided a secured term “B” credit facility (the “Term B Facility”) to the Company in an aggregate principal amount of $ 700,000,000 .

The Term B Facility matures on April 13, 2028.

The Term B Facility is subject to the same affirmative and negative covenants and events of default as the Term A Facility previously incurred pursuant to the existing Credit Agreement (except that the Financial Covenants in the Credit Agreement do not apply to the Term B Facility).

The applicable interest rate for the Term B Facility is calculated at a per annum rate equal to, at the

Company’s option, (a) the Eurocurrency Rate (as defined in the Credit Agreement) plus 1.75 % or (b) the Base Rate (as defined in the Credit Agreement) plus 0.75 %.

On June 25, 2021, the Company entered into Amendment No.

11 to the Credit Agreement, pursuant to which lenders thereunder have provided the Company an additional $ 215,000,000 in aggregate principal amount under the Term A Facility.

At September 30, 2022 and 2021, letters of credit totaled $ 4.4 million and $ 5.2 million, respectively, under the Company’s Revolving Credit Facility.

As of September 30, 2022 and 2021, the Company had $ 1,145.6 million and $ 1,144.8 million, respectively, available under its revolving credit facility.

At September 30, 2023 and September 30, 2022, letters of credit totaled $ 4.4 million and $ 4.4 million, respectively, under our Revolving Credit Facility.

As of September 30, 2023 and September 30, 2022, we had $ 1,145.6 million and $ 1,145.6 million, respectively, available under our revolving credit facility.

2027 Senior Notes

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

At September 30, 2022 and 2021, these outstanding standby letters of credit totaled $ 640.3 million and $ 478.5 million, respectively.

At September 30, 2023 and September 30, 2022, these outstanding standby letters of credit totaled $ 878.9 million and $ 640.3 million, respectively.

As of September 30, 2023, the Company had $ 416.7 million available under these unsecured credit facilities.

Effective Interest Rate

The Company’s average effective interest rate on its total debt, including the effects of the interest rate swap agreements and excluding the effects of prepayment premiums included in interest expense, during the years ended September 30, 2022, 2021 and 2020 was 3.8 %, 4.4 % and 5.3 %, respectively.

The Company’s average effective interest rate on its total debt, including the effects of the interest rate swap and interest rate cap agreements, during the years ended September 30, 2023, 2022 and 2021 was 5.3 %, 3.8 % and 4.4 %, respectively.

Interest expense in the consolidated statements of operations included amortization of deferred debt issuance costs for the years ended September 30, 2023, 2022 and 2021 of $ 4.9 million, $ 4.9 million and $ 10.2 million, respectively.

1 unchanged sentence

The Company uses interest rate derivative contracts to hedge interest rate exposures on the Company’s variable rate debt.

The Company enters into foreign currency derivative contracts with financial institutions to reduce the risk that its cash flows and earnings

will be adversely affected by foreign currency exchange rate fluctuations.

The Company enters into foreign currency derivative contracts with financial institutions to reduce the risk that its cash flows and earnings will be adversely affected by foreign currency exchange rate fluctuations.

The Company’s hedging program is not designated for trading or speculative purposes.

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If the hedged transaction becomes probable of not occurring, any gain or loss related to interest rate swap or interest rate cap agreements would be recognized in other income.

During the third quarter of fiscal 2023, the hedged debt index was changed from LIBOR to SOFR.

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

4 unchanged sentences

February 2023

September 30, 2022

6 unchanged sentences

The new swaps will become effective February 2023 and terminate in March 2028.

By entering into the swap agreements, the Company converted a portion of the LIBOR rate-based liability into a fixed rate liability.

The Company will pay a fixed rate of 1.349 % and receive payment at the prevailing one-month LIBOR.

By entering into the swap agreements, the Company converted a portion of the SOFR rate-based liability into a fixed rate liability.

The Company will pay a fixed rate of 1.283 % and receive payment at the prevailing one-month SOFR.

In the third quarter of fiscal 2022, the Company purchased interest rate cap agreements with a notional value of $ 300.0 million to manage interest rate exposure of its variable rate loans.

The caps became effective on June 30, 2022 and terminate in March 2028.

The caps reduce the Company’s exposure to one-month LIBOR.

In the event one-month LIBOR exceeds 3.5 %, the Company will pay a fixed rate of 3.5 % and receive payment at the prevailing one-month LIBOR.

The interest rate swap agreements and the interest rate cap agreements contain provisions that address the use of LIBOR as a benchmark rate.

Consistent with the Company’s variable rate loans, the provisions provide for a replacement of LIBOR to a SOFR-based rate.

The caps reduce the Company’s exposure to one-month SOFR.

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

Other Foreign Currency Forward Contracts

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The Company’s non-pension financial assets and liabilities recorded at fair value relate to the interest rate swap and interest rate cap agreements included in other current assets and other non-current assets on September 30, 2023 and were $ 17.2 million and $ 37.5 million, respectively.

The fair values of the interest rate swap agreements included in other non-current assets, other current

liabilities, and other long-term liabilities on September 30, 2021 were $ 1.2 million, $ 5.0 million, and $ 1.8 million, respectively.

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

See Note 17 for accumulated balances and reporting period activities of derivatives related to reclassifications out of accumulated other comprehensive income or loss for the years ended September 30, 2022, 2021 and 2020.

The fair values of the interest rate swap and interest rate cap agreements included in other current assets and other non-current assets on September 30, 2022 were $ 9.4 million and $ 41.8 million, respectively.

The fair values of the interest rate

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

See Note 17 for accumulated balances and reporting period activities of derivatives related to reclassifications out of accumulated other comprehensive income for the years ended September 30, 2023, 2022 and 2021.

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

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In order to mitigate credit risk, the Company continually reviews the credit worthiness of its major private clients.

On October 1, 2019, the Company adopted FASB ASC 842 on a modified retrospective basis, which amended the accounting standards for leases.

Accordingly, the Company applied the new guidance as of the date of adoption with a cumulative-effect adjustment recorded through equity.

Prior periods have not been restated as a result of the adoption.

Retained earnings decreased $ 87.8 million due to the adoption, primarily from impairment of the right-of-use assets associated with office building leases.

The Company also applied transition elections that allow it to avoid reassessment of lease definition, classification, or direct costs relating to expired or expiring leases.

Adoption of the new lease guidance did not significantly change the Company’s accounting for finance leases, which were previously referred to as capital leases.

The Company and its subsidiaries are lessees in non-cancelable leasing agreements for office buildings and equipment.

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The present value is calculated using the rate implicit in the lease, if known, or the Company’s incremental secured borrowing rate.

The discount rate used for operating leases is primarily determined based on an analysis the Company’s incremental secured borrowing rate, while the discount rate used for finance leases is primarily determined by the rate specified in the lease.

The discount rate used for operating leases is primarily determined based on an analysis of the Company’s incremental secured borrowing rate, while the discount rate used for finance leases is primarily determined by the rate specified in the lease.

The related lease payments are expensed on a straight-line basis over the lease term, including, as applicable, any free-rent period during which the Company has the right to use the asset.

1 unchanged sentence

Leases with initial terms shorter than 12 months are not recognized on the balance sheet, and lease expense is recognized on a straight-line basis.

During the fourth quarter of fiscal 2023, the Company approved a restructuring plan primarily to optimize its office real estate portfolio with its freedom to grow strategy, which initiated a review of the carrying value of right-of-use assets and leasehold improvements.

In connection with the review, the Company identified leased assets that were no longer recoverable.

The Company recorded an impairment charge of $ 86.2 million to reduce its right-of-use assets and leasehold improvements to their fair values and recorded the expense in restructuring costs on the Consolidated Statement of Operations.

Fair value was determined primarily using Level 3 inputs, such as discounted cash flows.

The components of lease expenses are as follows:

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Unexercised options expire seven years after date of grant.

During the three years in the period ended September 30, 2022, option activity was as follows:

(in millions)

Exercise Price

Balance, September 30, 2019

Balance, September 30, 2020

Balance, September 30, 2021

Balance, September 30, 2022

Exercisable as of September 30, 2020

Exercisable as of September 30, 2021

Exercisable as of September 30, 2022

The fair value of the Company’s employee stock option awards is estimated on the date of grant.

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The Company uses historical data as a basis to estimate the probability of forfeitures.

The weighted average grant-date fair value of stock options granted during the year ended September 30, 2020 was $ 11.30 .

The Company grants stock units to employees under its Performance Earnings Program (PEP), whereby units are earned and issued dependent upon meeting established cumulative performance objectives and vest over a three-year service period.

1 unchanged sentence

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

The weighted average grant date fair value of PEP awards was $ 85.46 , $ 52.76 , and $ 42.99 during the years ended September 30, 2022, 2021 and 2020, respectively.

The weighted average grant date fair value of restricted stock unit awards was $ 74.30 , $ 49.21 and $ 41.90 during the years ended September 30, 2022, 2021 and 2020, respectively.

Restricted stock unit, PEP unit, and Stock Option activity for the year ended September 30 was as follows:

Stock Options

Exercise Price

(in millions)

Outstanding at September 30, 2020

PEP units earned (unearned)

Vested / Exercised

Outstanding at September 30, 2021

PEP units earned (unearned)

Vested / Exercised

Outstanding at September 30, 2022

PEP units earned (unearned)

Vested / Exercised

Outstanding at September 30, 2023

Total compensation expense related to these share-based payments including stock options was $ 45.9 million, $ 38.5 million, and $ 44.7 million during the years ended September 30, 2023, 2022 and 2021, respectively.

Unrecognized compensation expense related to total share-based payments outstanding as of September 30, 2022 and 2021 was $ 45.9 million and $ 45.6 million, respectively, to be recognized on a straight-line basis over the awards’ respective vesting periods which are generally three years .

Income before income taxes included income from domestic operations of $ 235.2 million, $ 98.6 million, and $ 52.9 million for fiscal years ended September 30, 2022, 2021 and 2020 and income from foreign operations of $ 315.4 million, $ 310.2 million, and $ 179.7 million for fiscal years ended September 30, 2022, 2021 and 2020.

Unrecognized compensation expense related

to total share-based payments outstanding as of September 30, 2023 and 2022 was $ 48.3 million and $ 45.9 million, respectively, to be recognized on a straight-line basis over the awards’ respective vesting periods which are generally three years .

Income (loss) before income taxes included loss from domestic operations of $ 129.2 million, income of $ 235.2 million, and income of $ 98.6 million for fiscal years ended September 30, 2023, 2022 and 2021 and income from foreign operations of $ 342.6 million, $ 315.4 million, and $ 310.2 million for fiscal years ended September 30, 2023, 2022 and 2021.

Income tax expense was comprised of:

17 unchanged sentences

Foreign residual income

Valuation allowance

Nondeductible costs

Change in uncertain tax positions

Audit settlement

Foreign tax rate differential

Income tax credits and incentives

Valuation allowance

Tax exempt income

Exclusion of tax on non-controlling interests

Tax exempt income

Tax rate changes

Audit settlement

Return to provision

1 unchanged sentence

Total income tax expense

During fiscal 2023, valuation allowances in the amount of $ 21.0 million related to the AECOM Capital impairment charge were established for the portion of the charge that is not expected to be realized.

During fiscal 2022, valuation allowances in the amount of $ 21.9 million primarily related to net operating losses in certain foreign entities were released due to sufficient positive evidence.

4 unchanged sentences

federal audit for fiscal 2015 and 2016 and recorded tax expense of $ 13.2 million due primarily to changes in tax attributes.

During fiscal 2020, the Company approved a tax planning strategy and restructured certain operations in Canada which resulted in a release of a valuation allowance related to net operating losses and other deferred tax assets of $ 31.7 million.

The Company is now forecasting the utilization of the net operating losses within the foreseeable future.

The positive evidence was evaluated against any negative evidence to determine the valuation allowance was no longer needed.

The Company is currently under tax audit in several jurisdictions including the U.S and believe the outcomes which are reasonably possible within the next twelve months, including lapses in statutes of limitations, could result in adjustments, but will not result in a material change in the liability for uncertain tax positions.

The Company is currently under tax audit in several jurisdictions including the U.S.

and believe the outcomes which are reasonably possible within the next twelve months, including lapses in statutes of limitations, could result in adjustments, but will not result in a material change in the liability for uncertain tax positions.

Generally, the Company would reverse its valuation allowance in a particular tax jurisdiction if the positive evidence examined, such as projected and sustainable earnings or a tax-planning strategy that allows for the usage of the deferred tax asset, is sufficient to overcome significant negative evidence, such as large net operating loss carryforwards or a cumulative history of losses in recent years.

15 unchanged sentences

Capital loss carryforward

Partnership investment

Total deferred tax assets

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Net deferred tax assets

As of September 30, 2022, and 2021, the Company has available unused foreign and state net operating loss (NOL) carryforwards of $ 848.0 million and $ 667.0 million, respectively, which expire at various dates over the next several years and capital loss carryforwards of $ 205.2 million and $ 184.1 million, respectively, which mostly expire in 2025;

As of September 30, 2023, and 2022, the Company has available unused federal, foreign and state net operating loss (NOL) carryforwards of $ 757.5 million and $ 848.0 million, respectively , which expire at various dates over the next several years and capital loss carryforwards of $ 199.4 million and $ 205.2 million, respectively, which mostly expire in 2025;

some foreign NOL carryforwards never expire.

In addition, as of September 30, 2022, the Company has unused federal, state, and foreign research and development credits of $ 61.2 million, $ 25.1 million, and $ 7.3 million, respectively, and other credits of $ 21.9 million which expire at various dates over the next several years.

In addition, as of September 30, 2023, the Company has unused state and foreign research and development credits of $ 27.2 million and $ 9.6 million, respectively, and other credits of $ 10.4 million which expire at various dates over the next several years.

As of September 30, 2023 and 2022, gross deferred tax assets were $ 773.7 million and $ 723.4 million, respectively.

The Company has recorded a valuation allowance of $ 154.4 million and $ 197.7 million as of September 30, 2022 and 2021, respectively, primarily related to foreign and state net operating loss carryforwards, capital loss carryforwards, tax credits and other deferred tax assets.

The Company has recorded a valuation allowance of $ 171.2 million and $ 154.4 million as of September 30, 2023 and 2022, respectively,

primarily related to foreign and state net operating loss carryforwards, capital loss carryforwards, tax credits and other deferred tax assets.

The Company has performed an assessment of positive and negative evidence, including the nature, frequency, and severity of cumulative financial reporting losses in recent years, the future reversal of existing temporary differences, predictability of future taxable income exclusive of reversing temporary differences of the character necessary to realize the asset, relevant carryforward periods, taxable income in carry-back years if carry-back is permitted under tax law, and prudent and feasible tax planning strategies that would be implemented, if necessary, to protect against the loss of the deferred tax asset that would otherwise expire.

Although realization is not assured, based on the Company’s assessment, the Company has concluded that it is more likely than not that the remaining gross deferred tax asset (exclusive of deferred tax liabilities) of $ 569.0 million will be realized and, as such, no additional valuation allowance has been

The net decrease in the valuation allowance of $ 43.3 million is primarily attributable to a decrease in valuation allowances of $ 44.6 million related to valuation allowance releases on foreign net operating losses and currency translation adjustments, and a decrease in valuation allowances of $ 4.6 million related to capital losses, partially offset by increases in valuation allowances of $ 5.9 million related to state net operating losses and credits.

Although realization is not assured, based on the Company’s assessment, the Company has concluded that it is more likely than not that the remaining gross deferred tax asset (exclusive of deferred tax liabilities) of $ 602.5 million will be realized and, as such, no additional valuation allowance has been provided.

The net increase in the valuation allowance of $ 16.8 million is primarily attributable to an increase in valuation allowances of $ 21.0 million related to the AECOM Capital impairment charge in the US, a decrease in valuation allowances on foreign net operating losses and currency translation adjustments of $ 3.3 million, and decreases in valuation allowances of $ 0.9 million related to state net operating losses and credits.

Generally, the Company does not provide for U.S.

33 unchanged sentences

Diluted EPS is computed by dividing net income attributable to AECOM by the weighted average number of common shares outstanding and potential common shares for the period.

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

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

For the periods presented, equity awards excluded from the calculation of potential common shares were not significant.

21 unchanged sentences

The Company did not have material revisions to estimates for contracts where revenue is recognized using the input method during the twelve months ended September 30, 2023 and 2022.

For the year ended September 30, 2022, the Company incurred restructuring expenses of $ 107.5 million, of which $ 69.1 million was related to the exit of our Russia-related businesses and is discussed further below.

For the year ended September 30, 2023, the Company incurred restructuring expenses of $ 188.4 million, included personnel and other costs of $ 91.6 million and real estate costs of $ 96.8 million, of which $ 53.3 million was accrued and unpaid at September 30, 2023.

During the year ended September 30, 2022, the Company incurred restructuring expenses of $ 107.5 million, of which $ 69.1 million was related to the exit of our Russia-related businesses.

The remaining $ 38.4 million related to actions to improve margins and deliver efficiencies.

These expenses included personnel and other costs of $ 27.5 million and real estate costs of $ 10.9 million, of which $ 7.9 million was accrued and unpaid at September 30, 2022.

During the year ended September 30, 2021, the Company incurred restructuring expenses of $ 48.8 million, including personnel and other costs of $ 37.8 million and real estate costs of $ 11.0 million, of which $ 5.2 million was accrued and unpaid at September 30, 2021.

In March 2022, the Company substantially completed the previously announced exit of all business operations in Russia.

The Company incurred a $ 69.1 million pre-tax expense during the three-month period ended March 31, 2022 related to the exit of its Russia-related businesses, which comprised of asset impairment charges, personnel and real estate costs, of which $ 2.1 million was accrued and unpaid at September 30, 2022.

Approximately $ 19.5 million of that expense was due to the recognition in earnings of the Company’s cumulative translation adjustment related to the Russian ruble, which was previously reported as a component of Stockholders’ Equity.

The financial contribution to the Company from its business related to Russia was not material.

On June 8, 2022, the Company’s Board of Directors declared a quarterly cash dividend of $ 0.15 per share, which was paid on July 22, 2022 to stockholders of record as of July 6, 2022.

On September 13, 2023, the Company’s Board of Directors declared a quarterly cash dividend of $ 0.18 per share, which was paid on October 20, 2023 to stockholders of record as of the close of business on October 5, 2023.

As of September 30, 2023, accrued and unpaid dividends totaled $ 26.7 million and were classified within other accrued expenses on the consolidated balance sheet.

3 unchanged sentences

Balances at September 30, 2020

Other comprehensive loss before reclassification

Other comprehensive income (loss) before reclassification

Amounts reclassified from accumulated other comprehensive loss

7 unchanged sentences

Balances at September 30, 2022

Other comprehensive income (loss) before reclassification

Other comprehensive (loss) income before reclassification

Amounts reclassified from accumulated other comprehensive loss

40 unchanged sentences

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

New York Department of Environmental Conservation

In September 2017, AECOM USA, Inc.

was advised by the New York State Department of Environmental Conservation (DEC) of allegations that it committed environmental permit violations pursuant to the New York Environmental Conservation Law (ECL) associated with AECOM USA, Inc.’s oversight of a stream restoration project for Schoharie County which could result in substantial penalties if calculated under the ECL’s maximum civil penalty provisions.

AECOM USA, Inc.

disputes this claim and intends to continue to defend this matter vigorously;

however, AECOM USA, Inc.

cannot provide assurances that it will be successful in these efforts.

The potential range of loss in excess of any current accrual cannot be reasonably estimated at this time primarily because the matter involves complex and unique environmental and regulatory issues;

the project site involves the oversight and involvement of various local, state and federal government agencies;

there is substantial uncertainty regarding any alleged damages;

and the matter is in its preliminary stages.

Refinery Turnaround Project

4 unchanged sentences

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

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

In August 2019, following a subcontractor complaint filed in the Thirteen Judicial District Court of Montana

asserting claims against the refinery owner and the Company’s Former Affiliate, the refinery owner crossclaimed against the Company’s Former Affiliate and the subcontractor.

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

7 unchanged sentences

The Company’s reportable segments are presented according to their geographic regions and business activities.

The Americas segment provides planning, consulting, architectural and engineering design services, and construction management services to commercial and government clients in the United States, Canada, and Latin America, while the International segment provides similar professional services to commercial and government clients in Europe, the Middle East, India, Africa, and the Asia-Australia-Pacific regions.

The Americas segment provides planning, consulting, architectural and engineering design services, and construction management services to public and private clients in the United States, Canada, and Latin America, while the International segment provides similar professional services to public and private clients in Europe, the Middle East, India, Africa, and the Asia-Australia-Pacific regions.

The Company’s AECOM Capital (ACAP) segment primarily invests in and develops real estate projects.

40 unchanged sentences

federal government in the years ended September 30, 2023, 2022 and 2021, respectively.

Quarterly Financial Information—Unaudited

In the opinion of management, the following unaudited quarterly data reflects all adjustments necessary for a fair statement of the results of operations.

All such adjustments are of a normal recurring nature.

Fiscal Year 2022:

(in millions, except per share data)

Cost of revenue

Equity in earnings of joint ventures

General and administrative expenses

Restructuring costs

Income from operations

Interest expense

Income from continuing operations before taxes

Income tax expense for continuing operations

Net income from continuing operations

Net loss from discontinued operations

Net income attributable to noncontrolling interests from continuing operations

Net loss (income) attributable to noncontrolling interests from discontinued operations

Net loss (income) attributable to noncontrolling interests

Net income attributable to AECOM from continuing operations

Net loss attributable to AECOM from discontinued operations

Net income attributable to AECOM

Net income (loss) attributable to AECOM per share:

Basic continuing operations per share

Basic discontinued operations per share

Basic earnings per share

Diluted continuing operations per share

Diluted discontinued operations per share

Diluted earnings per share

Weighted average shares outstanding:

Fiscal Year 2021:

(in millions, except per share data)

Cost of revenue

Equity in earnings of joint ventures

General and administrative expenses

Restructuring costs

Income from operations

Interest expense

Income from continuing operations before taxes

Income tax expense (benefit) for continuing operations

Net income from continuing operations

Net loss from discontinued operations

Net income attributable to noncontrolling interests from continuing operations

Net income attributable to noncontrolling interests from discontinued operations

Net income attributable to noncontrolling interests

Net income attributable to AECOM from continuing operations

Net (loss) income attributable to AECOM from discontinued operations

Net income attributable to AECOM

Net income (loss) attributable to AECOM per share:

Basic continuing operations per share

Basic discontinued operations per share

Basic earnings per share

Diluted continuing operations per share

Diluted discontinued operations per share

Diluted earnings per share

Weighted average shares outstanding:

AECOM Technology Corporation

11 unchanged sentences

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data