What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-02-04 compared with 2024-08-06 · 260 added, 262 removed, 546 unchanged (49% of the section changed)

16 unchanged sentences

INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES 144,947 138,067

GOODWILL 3,428,231 3,480,155

INTANGIBLE ASSETS—NET 5,926 6,932

1 unchanged sentence

OPERATING LEASE RIGHT-OF-USE ASSETS 410,521 432,166

TOTAL ASSETS $ 11,818,827 $ 12,061,669

LIABILITIES AND STOCKHOLDERS’ EQUITY

10 unchanged sentences

OPERATING LEASE LIABILITIES, NON-CURRENT 485,132 510,573

LONG-TERM LIABILITIES HELD FOR SALE

DEFERRED TAX LIABILITY-NET 29,152 27,509

4 unchanged sentences

AECOM STOCKHOLDERS’ EQUITY:

Common stock-authorized, 300,000,000 shares of $ 0.01 par value as of June 30, 2024 and September 30, 2023;

issued and outstanding 135,702,623 and 136,210,883 shares as of June 30, 2024 and September 30, 2023, respectively

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

issued and outstanding 132,638,253 and 132,552,407 shares as of December 31, 2024 and September 30, 2024, respectively

Additional paid-in capital 4,351,963 4,347,197

1 unchanged sentence

Accumulated deficits ( 1,184,485 ) ( 1,281,647 )

( 1,106,797 )

( 1,103,976 )

TOTAL AECOM STOCKHOLDERS’ EQUITY 2,204,010 2,184,205

6 unchanged sentences

Three Months Ended

Nine Months Ended

2024 December 31,

Revenue $ 4,014,152 $ 3,899,920

Cost of revenue 3,745,748 3,655,950

Gross profit 268,404 243,970

Equity in earnings (losses) of joint ventures 9,553 ( 28,941 )

1 unchanged sentence

Restructuring costs — ( 16,180 )

Income (loss) from operations

Income from operations 237,498 163,125

Other income 6,924 2,569

Interest income 16,564 12,102

Interest expense ( 43,034 ) ( 41,257 )

Income (loss) from continuing operations before taxes

Income tax expense (benefit) for continuing operations

Net income (loss) from continuing operations

Net income (loss) from discontinued operations

Net income (loss)

Income from continuing operations before taxes 217,952 136,539

Income tax expense for continuing operations 29,232 26,658

Net income from continuing operations 188,720 109,881

Net loss from discontinued operations ( 9,516 ) ( 1,287 )

Net income 179,204 108,594

Net income attributable to noncontrolling interests from continuing operations ( 11,370 ) ( 13,117 )

1 unchanged sentence

Net income attributable to noncontrolling interests ( 12,162 ) ( 14,156 )

Net income (loss) attributable to AECOM from continuing operations

Net income (loss) attributable to AECOM from discontinued operations

Net income (loss) attributable to AECOM

Net income attributable to AECOM from continuing operations 177,350 96,764

Net loss attributable to AECOM from discontinued operations ( 10,308 ) ( 2,326 )

Net income attributable to AECOM $ 167,042 $ 94,438

Net income (loss) attributable to AECOM per share:

6 unchanged sentences

Weighted average shares outstanding:

Basic 132,500 135,897

Diluted 133,625 137,101

See accompanying Notes to Consolidated Financial Statements.

2 unchanged sentences

Three Months Ended

Nine Months Ended

Net income (loss)

Other comprehensive income, net of tax:

Net unrealized (loss) gain on derivatives, net of tax

2024 December 31,

Net income $ 179,204 $ 108,594

Other comprehensive (loss) income, net of tax:

Net unrealized gain (loss) on derivatives, net of tax 9,139 ( 14,212 )

Foreign currency translation adjustments ( 105,961 ) 60,164

Pension adjustments, net of tax 14,311 ( 8,998 )

Other comprehensive income, net of tax

Comprehensive income (loss), net of tax

Other comprehensive (loss) income, net of tax ( 82,511 ) 36,954

Comprehensive income, net of tax 96,693 145,548

Noncontrolling interests in comprehensive income of consolidated subsidiaries, net of tax ( 11,774 ) ( 14,321 )

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

Comprehensive income attributable to AECOM, net of tax $ 84,919 $ 131,227

See accompanying Notes to Consolidated Financial Statements.

1 unchanged sentence

(unaudited—in thousands)

Comprehensive

Stockholders’

BALANCE AT MARCH 31, 2024

( 1,160,441 )

Dividends declared

Other comprehensive loss

Issuance of stock

Repurchases of stock

Stock-based compensation

Contributions from noncontrolling interests

Distributions to noncontrolling interests

BALANCE AT JUNE 31, 2024

( 1,106,797 )

Comprehensive

Stockholders’

BALANCE AT MARCH 31, 2023

Dividends declared

Other comprehensive income

Issuance of stock

Repurchases of stock

Stock-based compensation

Contributions from noncontrolling interests

Distributions to noncontrolling interests

BALANCE AT JUNE 30, 2023

Stock Additional

Capital Accumulated

Comprehensive

Loss Accumulated

Deficits Total

Stockholders’

Interests Total

Stockholders’

BALANCE AT SEPTEMBER 30, 2024 $ 1,326 $ 4,347,197 $ ( 882,671 ) $ ( 1,281,647 ) $ 2,184,205 $ 186,205 $ 2,370,410

( 1,103,976 )

Net income — — — 167,042 167,042 12,162 179,204

Dividends declared — — — ( 34,614 ) ( 34,614 ) — ( 34,614 )

Other comprehensive income

Other comprehensive loss — — ( 82,123 ) — ( 82,123 ) ( 388 ) ( 82,511 )

Issuance of stock 5 6,326 — — 6,331 — 6,331

3 unchanged sentences

Distributions to noncontrolling interests — — — — — ( 2,456 ) ( 2,456 )

BALANCE AT JUNE 30, 2024

( 1,106,797 )

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

Stock Additional

Capital Accumulated

Comprehensive

Loss Accumulated

Deficits Total

Stockholders’

Interests Total

Stockholders’

BALANCE AT SEPTEMBER 30, 2023 $ 1,362 $ 4,241,523 $ ( 926,577 ) $ ( 1,103,976 ) $ 2,212,332 $ 171,379 $ 2,383,711

Net loss — — — 94,438 94,438 14,156 108,594

Dividends declared — — — ( 30,074 ) ( 30,074 ) — ( 30,074 )

5 unchanged sentences

Distributions to noncontrolling interests — — — — — ( 7,654 ) ( 7,654 )

BALANCE AT JUNE 30, 2023

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

See accompanying Notes to Consolidated Financial Statements.

1 unchanged sentence

(unaudited - in thousands)

Nine Months Ended June 30,

Three Months Ended December 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

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

Net income $ 179,204 $ 108,594

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

Depreciation and amortization 42,297 43,322

Equity in losses of unconsolidated joint ventures

Equity in (earnings) losses of unconsolidated joint ventures ( 9,553 ) 28,941

Distribution of earnings from unconsolidated joint ventures 2,754 7,434

Non-cash stock compensation 16,823 15,052

Loss on sale of discontinued operations

Foreign currency translation ( 28,671 ) 16,587

Other ( 4,827 ) 547

Changes in operating assets and liabilities, net of effects of acquisitions:

18 unchanged sentences

Repayments of borrowings under credit agreements ( 673,769 ) ( 1,106,061 )

( 5,017,837 )

( 2,534,373 )

Cash paid for debt issuance costs ( 687 ) —

1 unchanged sentence

Proceeds from issuance of common stock 5,693 9,678

Proceeds from exercise of stock options

Payments to repurchase common stock ( 55,155 ) ( 92,138 )

Net (distributions) contributions to noncontrolling interests

Net distributions to noncontrolling interests ( 29,609 ) ( 4,778 )

Other financing activities ( 3,477 ) 422

Net cash provided by (used in) financing activities

Net cash used in financing activities ( 121,330 ) ( 126,280 )

EFFECT OF EXCHANGE RATE CHANGES ON CASH ( 5,153 ) 1,104

NET INCREASE IN CASH AND CASH EQUIVALENTS

NET DECREASE IN CASH AND CASH EQUIVALENTS ( 136 ) ( 68,902 )

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

11 unchanged sentences

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

The results of operations for the three and nine months ended June 30, 2024 are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2024.

The results of operations for the three months ended December 31, 2024 are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2025.

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

2 unchanged sentences

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

The Company reports its quarterly results of operations based on periods ending on the Friday nearest December 31, March 31, and June 30.

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

The interim consolidated financial statements are presented for the periods ending on December 27, 2024, and December 29, 2023.

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

New Accounting Pronouncements and Changes in Accounting

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

The new guidance is effective for the Company for its interim period ending December 31, 2025, with early adoption permitted.

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

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

4 unchanged sentences

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

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

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

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

Discontinued Operations, Goodwill and Intangible Assets

7 unchanged sentences

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 second quarter of fiscal 2024 and 2023, the Company recorded losses related to revised estimates of its contingent consideration receivable recognized in its civil infrastructure construction business of $ 103.1 million and $ 38.9 million, respectively.

In the second quarter of fiscal 2024, the Company recorded a $ 103.1 million loss related to a revised estimate of its contingent consideration receivable recognized in its civil infrastructure construction business.

During the third quarter of fiscal 2024, the Company resolved contingencies related to the sale of its civil infrastructure construction business and received equity in the counterparty, and the Company recorded a $ 12.7 million gain based on the fair value of the equity received.

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

As of June 30, 2024, the Company has funded $ 27.1 million, all of which was classified as a cash outflow in other investing activities and outstanding.

At December 31, 2024, the counterparty had $ 5.7 million outstanding under the credit facility, and all cash flow were classified as other investing activities.

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

4 unchanged sentences

Property and equipment, net $ 17.1 $ 16.7

Other 1.0 1.2

Write-down of assets to fair value less cost to sell ( 18.1 ) ( 17.9 )

5 unchanged sentences

Three months ended

Nine months ended

2024 December 31,

Revenue $ 42.6 $ 54.6

Cost of revenue 50.3 52.7

Equity in earnings of joint ventures

Income (loss) on disposal activities

Transaction costs

Income (loss) from operations

Gross (loss) margin ( 7.7 ) 1.9

Loss on disposal activities ( 4.9 ) ( 3.5 )

Loss from operations ( 12.6 ) ( 1.6 )

Other expense ( 0.4 ) ( 0.6 )

Income (loss) before taxes

Income tax expense (benefit)

Net income (loss) from discontinuing operations

Loss before taxes ( 13.0 ) ( 2.2 )

Income tax benefit ( 3.4 ) ( 0.9 )

Net loss from discontinuing operations $ ( 9.6 ) $ ( 1.3 )

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

Three months ended

Nine months ended

2024 December 31,

Payments for capital expenditures $ ( 0.4 ) $ —

The Company completed one acquisition in the first quarter of fiscal 2024.

The changes in the carrying value of goodwill by reportable segment for the nine months ended June 30, 2024 were as follows:

The changes in the carrying value of goodwill by reportable segment for the three months ended December 31, 2024 were as follows:

September 30,

Impact December 31,

(in millions)

Americas $ 2,625.7 $ ( 11.0 ) $ 2,614.7

International 854.5 ( 41.0 ) 813.5

The gross amounts and accumulated amortization of the Company’s acquired identifiable intangible assets with finite useful lives as of June 30, 2024 and September 30, 2023, included in intangible assets—net, in the accompanying consolidated balance sheets, were as follows:

June 30, 2024

September 30, 2023

(in millions)

Total $ 3,480.2 $ ( 52.0 ) $ 3,428.2

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

December 31, 2024 September 30, 2024

Amount Accumulated

Amortization Intangible

Assets, Net Gross

Amount Accumulated

Amortization Intangible

Assets, Net Amortization

(in millions) (years)

Backlog and Customer relationships $ 7.4 $ ( 1.5 ) $ 5.9 $ 671.7 $ ( 664.8 ) $ 6.9 1 - 11

Amortization expense of acquired intangible assets included within cost of revenue was $ 14.1 million and $ 13.9 million for the nine months ended June 30, 2024 and 2023, respectively.

Amortization expense of acquired intangible assets included within cost of revenue was $ 1.1 million and $ 4.6 million for the three months ended December 31, 2024 and 2023, respectively.

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

(in millions)

2024 (three months remaining)

Fiscal Year (in millions)

2025 (nine months remaining) $ 1.1

Revenue Recognition

4 unchanged sentences

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

These pass-through revenues for the nine months ended June 30, 2024 and 2023 were $ 6.6 billion and $ 5.6 billion, respectively.

These pass-through revenues for the three months ended December 31, 2024 and 2023 were $ 2.2 billion and $ 2.2 billion, respectively.

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

15 unchanged sentences

The Company provides clients with a guaranteed price for the overall project (adjusted for change orders issued by clients) and a schedule including the expected completion date.

Cost overruns or costs associated with project delays in completion could generally be the Company’s responsibility.

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.

Cost overruns or costs associated with project delays in completion could be the Company’s responsibility.

For many of the Company’s 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.

7 unchanged sentences

Three months ended

Nine months ended

2024 December 31,

(in millions)

1 unchanged sentence

Guaranteed maximum price 1,527.4 1,414.9

Fixed-price 981.1 867.8

Total revenue $ 4,014.2 $ 3,899.9

Three months ended

Nine months ended

2024 December 31,

(in millions)

Americas $ 3,112.1 $ 3,038.9

Europe, Middle East, India, Africa 537.0 495.4

1 unchanged sentence

Total revenue $ 4,014.2 $ 3,899.9

As of June 30, 2024, the Company had allocated $ 20.7 billion of transaction price to unsatisfied or partially satisfied performance obligations, of which approximately 58 % is expected to be satisfied within the next twelve months .

As of December 31, 2024, the Company had allocated $ 19.1 billion of transaction price to unsatisfied or partially satisfied performance obligations, of which approximately 57 % is expected to be satisfied within the next twelve months .

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

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

The Company recognized revenue of $ 764.7 million and $ 869.5 million during the nine months ended June 30, 2024 and 2023, respectively, that was included in contract liabilities as of September 30, 2023 and 2022, respectively.

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

The Company recognized revenue of $ 623.5 million and $ 527.0 million during the three months ended December 31, 2024 and 2023, respectively, that was included in contract liabilities as of September 30, 2024 and 2023, respectively.

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

2 unchanged sentences

Contract assets represent the amount of contract revenue recognized but not yet billed pursuant to contract terms or accounts billed after the balance sheet date.

Net accounts receivable consisted of the following:

1 unchanged sentence

(in millions)

Billed $ 2,039.9 $ 2,184.9

Contract retentions 696.4 696.3

2 unchanged sentences

Total accounts receivable—net $ 2,649.0 $ 2,793.3

Substantially all contract assets as of June 30, 2024 and September 30, 2023 are expected to be billed and collected within twelve months , except for claims.

Significant claims recorded in contract assets and other non-current assets were approximately $ 170 million and $ 160 million as of June 30, 2024 and September 30, 2023, respectively.

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

Significant claims recorded in contract assets and other non-current assets were approximately $ 170 million and $ 180 million as of December 31, 2024 and September 30, 2024, respectively.

The asset related to the Deactivation, Demolition, and Removal Project retained from the MS Purchaser as defined in and discussed in Note 15 is presented in prepaid expense and other current assets from continuing operations in the Consolidated Balance Sheet.

2 unchanged sentences

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

No single client accounted for more than 10 % of the Company’s outstanding receivables at June 30, 2024 and September 30, 2023.

The Company sold trade receivables to financial institutions, of which $ 305.7 million and $ 291.0 million were outstanding as of June 30, 2024 and September 30, 2023, respectively.

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

The Company sold trade receivables to financial institutions, of which $ 353.0 million and $ 319.5 million were outstanding as of December 31, 2024 and September 30, 2024, respectively.

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

1 unchanged sentence

Joint Ventures and Variable Interest Entities

The Company’s joint ventures provide architecture, engineering, program management, construction management, and manages investments in real estate projects.

The Company’s joint ventures provide architecture, engineering, program management, construction management, operations and maintenance services, and invest in real estate projects.

Joint ventures, the combination of two or more partners, are generally formed for a specific project.

16 unchanged sentences

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

September 30,

(unaudited) September 30,

(in millions)

1 unchanged sentence

Non-current assets 83.1 83.1

Total assets $ 865.8 $ 920.0

Current liabilities $ 699.8 $ 763.6

5 unchanged sentences

Total liabilities and owners’ equity $ 865.8 $ 920.0

Total revenue of the consolidated joint ventures was $ 1,799.2 million and $ 1,441.9 million for the nine months ended June 30, 2024 and 2023, respectively.

Total revenue of the consolidated joint ventures was $ 443.7 million and $ 505.1 million for the three months ended December 31, 2024 and 2023, respectively.

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

4 unchanged sentences

Non-current assets 812.9 799.9

Total assets $ 2,188.0 $ 2,178.9

Current liabilities $ 997.8 $ 976.3

4 unchanged sentences

AECOM’s investment in unconsolidated joint ventures $ 144.9 $ 138.1

Nine Months Ended

Three Months Ended

2024 December 31,

(in millions)

Revenue $ 727.7 $ 341.6

Cost of revenue 691.6 318.3

Gross profit $ 36.1 $ 23.3

Net income $ 36.8 $ 22.9

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

Nine Months Ended

Three Months Ended

2024 December 31,

(in millions)

1 unchanged sentence

Other joint ventures 1.2 ( 36.8 )

Total $ 9.6 $ ( 28.9 )

Pension Benefit Obligations

7 unchanged sentences

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

The following table details the components of net periodic benefit cost for the Company’s pension plans for the three and nine months ended June 30, 2024 and 2023:

The following table details the components of net periodic benefit cost for the Company’s pension plans for the three months ended December 31, 2024 and 2023:

Three Months Ended

Nine Months Ended

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

December 31, 2024 December 31, 2023

(in millions)

3 unchanged sentences

Expected return on plan assets ( 1.2 ) ( 12.8 ) ( 1.4 ) ( 14.1 )

Amortization of prior service cost

Amortization of net loss (gain) 0.9 ( 0.3 ) 0.8 ( 0.6 )

Settlement loss recognized

Net periodic benefit cost (credit) $ 1.7 $ ( 3.2 ) $ 1.8 $ ( 3.9 )

The total amounts of employer contributions paid for the nine months ended June 30, 2024 were $ 8.6 million for U.S.

The total amounts of employer contributions paid for the three months ended December 31, 2024 were $ 2.9 million for U.S.

plans and $ 6.1 million for non-U.S.

6 unchanged sentences

2027 Senior Notes 997.3 997.3

Other debt 104.9 95.9

Total debt 2,547.1 2,539.8

Current portion of debt and short-term borrowings ( 69.4 ) ( 66.9 )

1 unchanged sentence

Long-term debt $ 2,456.0 $ 2,450.3

The following table presents, in millions, scheduled maturities of the Company’s debt as of June 30, 2024:

2024 (three months remaining)

The following table presents, in millions, scheduled maturities of the Company’s debt as of December 31, 2024:

2025 (nine months remaining) $ 61.3

Thereafter 662.9

Total $ 2,547.1

Credit Agreement

On February 8, 2021, the Company entered into the 2021 Refinancing Amendment to Credit Agreement (as amended, modified or otherwise supplemented, the “Credit Agreement”), pursuant to which the Company amended and restated its Syndicated 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 “Original Revolving Credit Facility”) and a $ 246,968,737.50 term loan A facility (the “Original Term A Facility,”), each of which would have matured on February 8, 2026.

The proceeds of the Original Revolving Credit Facility and the Original Term A Loan facility borrowed on February 8, 2021 were used to refinance the existing revolving credit facility and the existing term loan facility under the Original Credit Agreement and to pay related fees and expenses.

On April 19, 2024, the Company entered into Amendment No.

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

The Original Term B Facility would have matured on April 13, 2028.

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

The Company used the net proceeds from the increase in the Original 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 Credit Agreement, pursuant to which LIBOR as a benchmark rate of interest was replaced by, in the case of U.S.

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

On April 19, 2024, the Company entered into Amendment No.

14 to Syndicated Facility Agreement, pursuant to which the Company obtained a new $ 1,500,000,000 revolving credit facility (the “New Revolving Credit Facility”), a new $ 750,000,000 term loan A facility (the “New Term A Facility” and, together with the New Revolving Credit Facility, the “New Pro Rata Facilities”) and a new $ 700,000,000 term loan B facility (the “New Term B Facility” and, together with the New Pro Rata Facilities, the “New Credit Facilities”).

14 to Syndicated Facility Agreement (as amended, modified or otherwise supplemented, the "Credit Agreement"), pursuant to which the Company obtained a new $ 1,500,000,000 revolving credit facility (the “New Revolving Credit Facility”), a new $ 750,000,000 term loan A facility (the “New Term A Facility” and, together with the New Revolving Credit Facility, the “New Pro Rata Facilities”) and a new $ 700,000,000 term loan B facility (the “New Term B Facility” and, together with the New Pro Rata Facilities, the “New Credit Facilities”).

The New Revolving Credit Facility and the New Term A Facility mature on April 19, 2029.

3 unchanged sentences

dollars or in certain foreign currencies.

The New Credit Facilities replace in full the Original Revolving Credit Facility, the Original Term A Facility and the Original Term B Facility, and borrowings under the New Credit Facilities were used to refinance in full the Original Credit Facilities and for general corporate purposes.

The New Credit Facilities replace in full the Company's existing revolving credit facility, term loan A facility and term loan B facility, and borrowings under the New Credit Facilities were used to refinance in full the Company's existing credit facilities and for general corporate purposes.

The Credit Agreement permits the Company to designate certain of its subsidiaries as additional co-borrowers from time to time.

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

On October 29, 2024, the Company entered into Amendment No.

15 to Syndicated Facility Agreement, pursuant to which the Company reduced the interest rate spread applicable to its New Term B Facility.

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

2 unchanged sentences

The applicable margin is subject, in each case, to adjustment based on the Company’s consolidated leverage ratio from time to time.

Borrowings under the New Term B Facility bear interest at a rate per annum equal to, at the Company’s option, (a) a Term SOFR rate (with a 0 % floor and a SOFR adjustment of 0 %) or (b) a base rate (with a 0 % floor), in each case, plus an applicable margin of 1.875 % in the case of the Term SOFR rate and 0.875 % in the case of the base rate.

Borrowings under the New Term B Facility, after giving effect to Amendment No.

15 to Syndicated Facility Agreement, bear interest at a rate per annum equal to, at the Company’s option, (a) a Term SOFR rate (with a 0 % floor and a SOFR adjustment of 0 %) or (b) a base rate (with a 0 % floor), in each case, plus an applicable margin of 1.75 % in the case of the Term SOFR rate and 0.75 % in the case of the base rate.

Certain 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.

3 unchanged sentences

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

As of June 30, 2024, the Company was in compliance with the covenants of the Credit Agreement.

As of December 31, 2024, the Company was in compliance with the covenants of the Credit Agreement.

The Credit Agreement contains customary affirmative covenants, including, among other things, compliance with applicable law, preservation of existence, maintenance of properties and of insurance, and keeping proper books and records.

The Credit Agreement contains customary events of default, including, among other things, nonpayment of principal, interest or fees, cross-defaults to other debt, inaccuracies of representations and warranties, failure to perform covenants, events of bankruptcy and insolvency, change of control and unsatisfied judgments, subject in certain cases to notice and cure periods and other exceptions.

At June 30, 2024 and September 30, 2023, letters of credit totaled $ 4.4 million and $ 4.4 million, respectively, under the Company’s New Revolving Credit Facility and Original Revolving Credit Facility, respectively.

As of June 30, 2024 and September 30, 2023, the Company had $ 1,495.6 million and $ 1,145.6 million, respectively, available under its New Revolving Credit Facility and Original Revolving Credit Facility, respectively .

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

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

2027 Senior Notes

1 unchanged sentence

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

As of June 30, 2024, the estimated fair value of the 2027 Senior Notes was approximately $ 974.9 million.

The fair value of the 2027 Senior Notes as of June 30, 2024 was derived by taking the mid-point of the trading prices from an observable market input (Level 2) in the secondary bond market and multiplying it by the outstanding balance of the 2027 Senior Notes.

As of December 31, 2024, the estimated fair value of the 2027 Senior Notes was approximately $ 979.8 million.

The fair value of the 2027 Senior Notes as of December 31, 2024 was derived by taking the mid-point of the trading prices from an observable market input (Level 2) in the secondary bond market and multiplying it by the outstanding balance of the 2027 Senior Notes.

Interest is payable on the 2027 Senior Notes at a rate of 5.125 % per annum.

5 unchanged sentences

The indenture also contains customary negative covenants.

The Company was in compliance with the covenants relating to the 2027 Senior Notes as of June 30, 2024.

The Company was in compliance with the covenants relating to the 2027 Senior Notes as of December 31, 2024.

Other Debt and Other Items

1 unchanged sentence

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

At June 30, 2024 and September 30, 2023, these outstanding standby letters of credit totaled $ 909.4 million and $ 878.9 million, respectively.

As of June 30, 2024, the Company had $ 407.1 million available under these unsecured credit facilities.

At December 31, 2024 and September 30, 2024, these outstanding standby letters of credit totaled $ 930.2 million and $ 934.5 million, respectively.

As of December 31, 2024, the Company had $ 390.9 million available under these unsecured credit facilities.

Effective Interest Rate

The Company’s average effective interest rate on its total debt, including the effects of the interest rate swap and interest rate cap agreements, during the nine months ended June 30, 2024 and 2023 was 5.5 % and 5.3 %, 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, 2024 of $ 4.0 million and $ 6.4 million, respectively, and for the three and nine months ended June 30, 2023 of $ 1.2 million and $ 3.7 million, respectively.

The Company’s average effective interest rate on its total debt, including the effects of the interest rate swap and interest rate cap agreements, during the three months ended December 31, 2024 and 2023 was 5.2 % and 5.4 %, respectively.

Interest expense in the consolidated statements of operations included amortization of deferred debt issuance costs for the three months ended December 31, 2024 and 2023 of $ 1.4 million and $ 1.2 million, respectively.

Derivative Financial Instruments and Fair Value Measurements

9 unchanged sentences

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:

June 30, 2024

Notional Amount

December 31, 2024

Notional Amount

(in millions)

February 2023

Currency Notional Amount

(in millions) Fixed

Rate Effective

Date Expiration

USD 400.0 1.283 % February 2023 March 2028

September 30, 2024

Notional Amount

(in millions)

February 2023

In the fourth quarter of fiscal 2021, the Company entered into interest rate swap agreements with a notional value of $ 400.0 million to manage the interest rate exposure of its variable rate loans.

These swaps became effective February 2023 and terminate in March 2028.

Currency Notional Amount

(in millions) Fixed

Rate Effective

Date Expiration

USD 400.0 1.283 % February 2023 March 2028

In the fourth quarter of fiscal 2021, the Company entered into new interest rate swap agreements with a notional value of $ 400.0 million to manage the interest rate exposure of its variable rate loans.

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

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

4 unchanged sentences

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

See Note 14 for accumulated balances and reporting period activities of derivatives related to reclassifications out of accumulated other comprehensive loss for the three months ended December 31, 2024 and 2023.

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

Other Foreign Currency Forward Contracts

The Company uses foreign currency forward contracts which are not designated as accounting hedges to hedge intercompany transactions and other monetary assets or liabilities denominated in currencies other than the functional currency of a subsidiary.

Gains and losses on these contracts were not material for the nine months ended June 30, 2024 and 2023.

Gains and losses on these contracts were not material for the three months ended December 31, 2024 and 2023.

Fair Value Measurements

The Company’s non-pension financial assets and liabilities recorded at fair value relate to the interest rate swap and interest rate cap agreements, as well as equity and participation in a revolving credit facility with the civil infrastructure construction business buyer included in other current assets, other non-current assets, and other non-current liabilities on June 30, 2024 were $ 15.3 million, $ 67.1 million and $ 0.1 million, respectively.

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, 2023 were $ 17.2 million and $ 37.5 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).

The Company elected the fair value option for its equity method investment in the civil infrastructure construction business buyer due to the availability of quoted prices of identical assets.

The fair value options was also elected for the credit facility.

Both instruments are classified on the consolidated balance sheets as other non-current assets, and changes in fair value of both instruments are classified within other income on the consolidated statements of operations.

The Company records interest income at the stated coupon rate of the credit facility and also classifies it within other income.

Fair value for the equity instruments is determined using Level 1 inputs, and fair value of the credit facility is determined using Level 3 inputs, such as discounted cash flows and estimated discount rates.

The Company recorded a loss of $ 1.6 million in other income in the third quarter of fiscal 2024 representing the decrease in fair value of these instruments.

As of June 30, 2024, the fair value of the equity and revolving credit facility were $ 12.0 million and $ 26.3 million, respectively.

See Note 14 for accumulated balances and reporting period activities of derivatives related to reclassifications out of accumulated other comprehensive loss for the nine months ended June 30, 2024 and 2023.

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

As discussed in Note 3, the Company received an equity investment in the civil infrastructure construction business buyer and concurrently participated as a member of a lending group in a revolving credit facility.

The Company elected the fair value option for its equity investment due to the availability of quoted prices of identical assets.

The fair value option was also elected for the credit facility investment.

Changes in fair value of both investments are classified within other income on the consolidated statements of operations.

The Company records interest income at the stated coupon rate of the credit facility and classifies it within interest income on the consolidated statement of operations.

Fair value for the equity investment is determined using Level 1 inputs, and fair value of the credit facility investment is determined using Level 3 inputs, such as estimated cash flows and estimated discount rates.

The Company recorded a gain of $ 5.0 million in other income in the first quarter of fiscal 2025 representing the increase in fair value of these investments.

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

December 31, 2024

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

Interest rate contracts Other current assets $ — $ 10.5 $ — $ 10.5

Interest rate contracts Other non-current assets — 23.3 — 23.3

Interest rate contracts Other current liabilities — ( 0.3 ) — ( 0.3 )

Credit facility investment Other non-current assets — — 6.2 6.2

Equity investment Other non-current assets 24.4 — — 24.4

Total net assets at fair value $ 24.4 $ 33.5 $ 6.2 $ 64.1

September 30, 2024

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

Interest rate contracts Other current assets $ — $ 9.2 $ — $ 9.2

Interest rate contracts Other non-current assets — 16.5 — 16.5

Interest rate contracts Other current liabilities — ( 0.9 ) — ( 0.9 )

Interest rate contracts Other long-term liabilities — ( 3.6 ) — ( 3.6 )

Credit facility investment Other non-current assets — — 21.9 21.9

Equity investment Other non-current assets 19.4 — — 19.4

Total net assets at fair value $ 19.4 $ 21.2 $ 21.9 $ 62.5

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

Three months ended December 31, 2024

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

Credit facility investment including accrued interest $ 21.9 — 0.6 6.0 ( 22.3 ) $ 6.2

Share-based Payments

2 unchanged sentences

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

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

(in millions)

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

Stock Units Weighted

Fair Value PEP Units Weighted

Fair Value Restricted

Stock Units Weighted

Fair Value PEP Units Weighted

(in millions) (in millions) (in millions) (in millions)

Outstanding at September 30, 0.8 $ 83.96 0.7 $ 95.38 0.8 $ 68.34 0.7 $ 75.54

Granted 0.2 $ 111.45 0.2 $ 129.50 0.3 $ 92.27 0.2 $ 104.66

PEP units earned — $ — 0.1 $ 85.46 — $ — 0.2 $ 52.50

Outstanding at June 30,

Total compensation expense related to these share-based payments including stock options was $ 44.8 million and $ 40.9 million during the nine months ended June 30, 2024 and 2023, respectively.

Unrecognized compensation expense related to total share-based payments outstanding as of June 30, 2024 and September 30, 2023 was $ 70.3 million and $ 48.3 million, respectively, to be recognized on a straight-line basis over the awards’ respective vesting periods which are generally three years .

The Company’s effective tax rate was 23.6 % and 29.9 % for the nine months ended June 30, 2024 and 2023, respectively.

Vested ( 0.2 ) $ 74.63 ( 0.3 ) $ 85.46 ( 0.3 ) $ 47.82 ( 0.4 ) $ 52.50

Outstanding at December 31, 0.8 $ 95.45 0.7 $ 109.68 0.8 $ 83.56 0.7 $ 95.29

Total compensation expense related to these share-based payments including stock options was $ 16.8 million and $ 15.1 million during the three months ended December 31, 2024 and 2023, respectively.

Unrecognized compensation expense related to total share-based payments outstanding as of December 31, 2024 and September 30, 2024 was $ 105.5 million and $ 68.7 million, respectively, to be recognized on a straight-line basis over the awards’ respective vesting periods which are generally three years .

The Company’s effective tax rate was 13.4 % and 19.5 % for the three months ended December 31, 2024 and 2023, respectively.

The most significant items contributing to the difference between the statutory U.S.

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

All these items, except for the audit settlement, are expected to have a continuing impact on the effective tax rate for the remainder of the fiscal year.

federal corporate tax rate of 21.0 % and the Company’s effective tax rate for the three-month period ended December 31, 2024 were a tax benefit of $ 20.1 million related to deferred tax assets recognized due to legal entity restructuring, tax benefit of $ 17.6 million related to income tax credits and incentives, tax expense of $ 15.1 million related to foreign residual income, and tax expense of $ 6.1 million related to state income taxes.

All these items, except for the deferred tax assets benefit, are expected to have a continuing impact on the effective tax rate for the remainder of the fiscal year.

The most significant items contributing to the difference between the statutory U.S.

federal corporate tax rate of 21.0 % and the Company’s effective tax rate for the nine-month period ended June 30, 2023 were a tax benefit of $ 35.7 million related to income tax credits and incentives, tax expense of $ 32.2 million related to foreign residual income, and tax expense of $ 21.0 million related to valuation allowances established in the third quarter of fiscal 2023 due to the AECOM Capital impairment charge.

federal corporate tax rate of 21.0 % and the Company’s effective tax rate for the three-month period ended December 31, 2023 were a tax benefit of $ 13.0 million related to income tax credits and incentives, tax expense of $ 11.3 million related to foreign residual income, a tax benefit of $ 6.9 million related to an audit settlement, tax expense of $ 4.4 million related to changes in valuation allowances, and tax expense of $ 4.2 million related to state income taxes.

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

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

During the first quarter of fiscal 2024, the Company settled its tax audit in Hong Kong for fiscal year 2011 through fiscal year 2021 and recorded a tax benefit of $ 6.9 million due primarily to changes in uncertain tax positions.

1 unchanged sentence

The Company’s effective tax rate fluctuates from quarter to quarter due to various factors including the change in the mix of global income and expenses, outcomes of administrative audits, changes in the assessment of valuation allowances due to management’s consideration of new positive or negative evidence during the quarter, and changes in enacted tax laws.

The U.S.and many international legislative and regulatory bodies have proposed legislation that could significantly impact how our business activities are taxed.

and many international legislative and regulatory bodies have proposed legislation that could significantly impact how our business activities are taxed.

These proposed changes could have a material impact on the Company’s income tax expense and deferred tax balances.

16 unchanged sentences

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

For the three months ended June 30, 2024 and for the nine months ended June 30, 2024 and 2023, equity awards excluded from the calculation of potential common shares were not significant.

The computation of diluted loss per share for the three months ended June 30, 2023 excludes 1.3 million potential common shares due to their antidilutive effect.

For the three months ended December 31, 2024 and for the three months ended December 31, 2023, equity awards excluded from the calculation of potential common shares were not significant.

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

Three Months Ended

Nine Months Ended

2024 December 31,

(in millions)

13 unchanged sentences

Three Months Ended

Nine Months Ended

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

December 31, 2024 December 31, 2023

(in millions)

6 unchanged sentences

Additional balance sheet information related to leases is as follows:

(in millions except as noted)

Balance Sheet Classification

June 30, 2024

September 30, 2023

Operating lease assets

Operating lease right-of-use assets

Finance lease assets

Property and equipment – net

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

Operating lease assets Operating lease right-of-use assets $ 410.5 $ 432.2

Finance lease assets Property and equipment – net 70.3 62.1

Total lease assets $ 480.8 $ 494.3

Operating lease liabilities

Accrued expenses and other current liabilities

Finance lease liabilities

Current portion of long-term debt

Operating lease liabilities Accrued expenses and other current liabilities $ 129.7 $ 135.1

Finance lease liabilities Current portion of long-term debt 27.7 25.5

Total current lease liabilities 157.4 160.6

Operating lease liabilities

Operating lease liabilities, noncurrent

Finance lease liabilities

Long-term debt

Operating lease liabilities Operating lease liabilities, noncurrent 485.1 510.6

Finance lease liabilities L ong-term debt 42.2 35.7

Total non-current lease liabilities $ 527.3 $ 546.3

June 30, 2024

September 30, 2023

December 31, 2024 September 30, 2024

Weighted average remaining lease term (in years):

5 unchanged sentences

Additional cash flow information related to leases is as follows:

Nine Months Ended

Three Months Ended

2024 December 31,

(in millions)

6 unchanged sentences

Total remaining lease payments under both the Company’s operating and finance leases are as follows:

Operating Leases

Finance Leases

(in millions)

2024 (three months remaining)

Operating Leases Finance Leases

Fiscal Year (in millions)

2025 (nine months remaining) $ 118.5 $ 23.5

2026 137.4 26.1

2027 106.8 17.6

2028 92.5 7.9

2029 77.2 0.1

Thereafter 188.1 —

Total lease payments $ 720.5 $ 75.2

8 unchanged sentences

Other accrued expenses 383.8 410.6

Accrued contract costs above include balances related to professional liability accruals of $ 824.1 million and $ 809.6 million as of June 30, 2024 and September 30, 2023, respectively.

Total $ 2,360.5 $ 2,385.7

Accrued contract costs above include balances related to professional liability accruals of $ 833.0 million and $ 831.8 million as of December 31, 2024 and September 30, 2024, respectively.

The remaining accrued contract costs primarily relate to costs for services provided by subcontractors and other non-employees.

Liabilities recorded related to accrued contract losses were not material as of June 30, 2024 and September 30, 2023.

The Company did not have material revisions to estimates for contracts where revenue is recognized using the input method during the nine months ended June 30, 2024 and 2023.

During the first nine months of fiscal 2024, the Company incurred restructuring expenses of $ 80.7 million, including labor-related costs of $ 15.1 million and non-labor costs of $ 65.6 million, of which $ 22.4 million was accrued and unpaid at June 30, 2024.

During the first nine months of fiscal 2023, the Company incurred restructuring expenses of $ 50.5 million, including labor-related costs of $ 20.3 million and non-labor costs of $ 30.2 million, of which $ 28.3 million was accrued and unpaid at June 30, 2023.

On June 5, 2024, the Company’s Board of Directors declared a quarterly cash dividend of $ 0.22 per share, which was payable on July 19, 2024 to stockholders of record as of July 3, 2024.

As of June 30, 2024, accrued and unpaid dividends totaled $ 32.5 million and were classified within other accrued expenses on the consolidated balance sheet.

Liabilities recorded related to accrued contract losses were not material as of December 31, 2024 and September 30, 2024.

The Company did not have material revisions to estimates for contracts where revenue is recognized using the input method during the three months ended December 31, 2024 and 2023.

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

During the first three months of fiscal 2024, the Company incurred restructuring expenses of $ 16.2 million, including personnel and other costs of $ 8.7 million and real estate costs of $ 7.5 million, of which $ 5.0 million was accrued and unpaid at December 31, 2023.

On November 18, 2024, the Company’s Board of Directors declared a quarterly cash dividend of $ 0.26 per share, which was paid on January 17, 2025 to stockholders of record as of the close of business on January 2, 2025.

As of December 31, 2024, accrued and unpaid dividends totaled $ 37.3 million and were classified within other accrued expenses on the consolidated balance sheet.

Reclassifications out of Accumulated Other Comprehensive Loss

The accumulated balances and reporting period activities for the three and nine months ended June 30, 2024 and 2023 related to reclassifications out of accumulated other comprehensive loss are summarized as follows (in millions):

Gain/(Loss) on

Comprehensive

Balances at March 31, 2024

Other comprehensive income before reclassification

Amounts reclassified from accumulated other comprehensive income

Balances at June 30, 2024

Gain/(Loss) on

Comprehensive

Balances at March 31, 2023

Other comprehensive (loss) income before reclassification

Amounts reclassified from accumulated other comprehensive income (loss)

Balances at June 30, 2023

Gain/(Loss) on

The accumulated balances and reporting period activities for the three months ended December 31, 2024 and 2023 related to reclassifications out of accumulated other comprehensive loss are summarized as follows (in millions):

Adjustments Foreign

Adjustments Gain/(Loss) on

Instruments Accumulated

Comprehensive

2 unchanged sentences

Amounts reclassified from accumulated other comprehensive income (loss) 0.5 — ( 2.8 ) ( 2.3 )

Balances at June 30, 2024

Gain/(Loss) on

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

Adjustments Foreign

Adjustments Gain/(Loss) on

Instruments Accumulated

Comprehensive

2 unchanged sentences

Amounts reclassified from accumulated other comprehensive income (loss) 0.1 — ( 3.6 ) ( 3.5 )

Balances at June 30, 2023

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

Commitments and Contingencies

8 unchanged sentences

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

At June 30, 2024 and September 30, 2023, these outstanding standby letters of credit totaled $ 909.4 million and $ 878.9 million, respectively.

As of June 30, 2024, the Company had $ 407.1 million available under these unsecured credit facilities.

At December 31, 2024 and September 30, 2024, these outstanding standby letters of credit totaled $ 930.2 million and $ 934.5 million, respectively.

As of December 31, 2024, the Company had $ 390.9 million available under these unsecured credit facilities.

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

3 unchanged sentences

Generally, under joint venture arrangements, if a partner is financially unable to complete its share of the contract, the other partner(s) may be required to complete those activities.

At June 30, 2024, the Company was contingently liable in the amount of approximately $ 913.8 million in issued standby letters of credit and $ 5.3 billion in issued surety bonds primarily to support project execution.

At December 31, 2024, the Company was contingently liable in the amount of approximately $ 934.6 million in issued standby letters of credit and $ 5.2 billion in issued surety bonds primarily to support project execution.

In the ordinary course of business, the Company enters into various agreements providing financial or performance assurances to clients on behalf of certain unconsolidated partnerships, joint ventures and other jointly executed contracts.

2 unchanged sentences

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

At June 30, 2024, the Company has capital commitments of $ 6.3 million to the Fund over the next 4 years .

At December 31, 2024, the Company has capital commitments of $ 5.1 million to the Fund over the next 4 years.

In addition, in connection with the investment activities of AECOM Capital, the Company provides guarantees of certain contractual obligations, including guarantees for completion of projects, limited debt repayment, environmental indemnity obligations and other lender required guarantees.

In February 2024, the Company was informed of a potential liability as one of the indemnitors on a divested business’ surety bonds.

The Company does not have sufficient information to determine the range of potential impacts, however, it is reasonably possible that the Company may incur additional costs related to these bonds.

In connection with the resolution of contingencies related to the sale of the civil infrastructure construction business, the Company agreed to act as an additional guarantor on the counterparty’s existing debt, which matures on September 30, 2024.

The Company does not have sufficient information to determine the range of potential impacts;

however, it is reasonably possible that the Company may incur additional costs related to these bonds.

Department of Energy Deactivation, Demolition, and Removal Project

6 unchanged sentences

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

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

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

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

16 unchanged sentences

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

Trial is expected to begin in the second quarter of fiscal year 2025.

The Company intends to vigorously prosecute and defend this matter;

however, the Company cannot provide assurance that the Company will be successful in these efforts.

The resolution of this matter and any potential range of loss cannot be reasonably determined or estimated at this time, primarily because the matter raises complex legal issues that the Company is continuing to assess.

A jury trial was completed on February 1, 2025, resulting in a favorable verdict for the Company that will result in positive cash inflow in the near term.

Based on the verdict and current estimate of recovery of items under post-verdict motions, the Company recorded an immaterial loss in the Company's Consolidated Statement of Operations for the three months ended December 31, 2024.

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

The Company will continue to assess and revise, as needed, the estimated recovery as post-verdict motions progress.

Reportable Segments

11 unchanged sentences

Reportable Segments:

International

Americas International AECOM

Capital Corporate Total

($ in millions)

Three Months Ended June 30, 2024:

Three Months Ended December 31, 2024:

Revenue $ 3,112.0 $ 902.0 $ 0.2 $ — $ 4,014.2

Gross profit 190.2 78.0 0.2 — 268.4

Equity in earnings of joint ventures 5.5 2.9 1.2 — 9.6

General and administrative expenses — — ( 2.4 ) ( 38.1 ) ( 40.5 )

Restructuring costs

Operating income

Gross profit as a % of revenue

Three Months Ended June 30, 2023:

Equity in earnings (losses) of joint ventures

General and administrative expenses

Restructuring costs

Operating income (loss) 195.7 80.9 ( 1.0 ) ( 38.1 ) 237.5

Gross profit as a % of revenue 6.1 % 8.6 % — — 6.7 %

Nine Months Ended June 30, 2024:

Equity in earnings (losses) of joint ventures

General and administrative expenses

Restructuring costs

Operating income (loss)

Gross profit as a % of revenue

Nine Months Ended June 30, 2023:

Three Months Ended December 31, 2023:

Revenue $ 3,038.7 $ 861.0 $ 0.2 $ — $ 3,899.9

Gross profit 171.0 72.8 0.2 — 244.0

Equity in earnings (losses) of joint ventures 3.6 4.3 ( 36.9 ) — ( 29.0 )

3 unchanged sentences

Gross profit as a % of revenue 5.6 % 8.5 % — — 6.3 %

June 30, 2024

December 31, 2024 $ 7,832.7 $ 2,610.3 $ 53.6 $ 1,255.1

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

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

What changed 10-Q

Item 1. Financial Statements