What changed in this filing

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Item 1. Financial Statements

2025-05-06 compared with 2025-02-04 · 213 added, 111 removed, 695 unchanged (32% of the section changed)

20 unchanged sentences

OPERATING LEASE RIGHT-OF-USE ASSETS 431,485 432,166

NON - CURRENT ASSETS HELD FOR SALE 21,945 —

TOTAL ASSETS $ 11,781,867 $ 12,061,669

17 unchanged sentences

AECOM STOCKHOLDERS’ EQUITY:

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

Common stock-authorized, 300,000,000 shares of $ 0.01 par value as of March 31, 2025 and September 30, 2024;

issued and outstanding 132,019,854 and 132,552,407 shares as of March 31, 2025 and September 30, 2024, respectively

Additional paid-in capital 4,378,663 4,347,197

8 unchanged sentences

(unaudited - in thousands, except per share data)

Three Months Ended

2024 December 31,

Three Months Ended Six Months Ended

2025 March 31,

2024 March 31,

2025 March 31,

Revenue $ 3,771,613 $ 3,943,833 $ 7,785,765 $ 7,843,753

5 unchanged sentences

Income from operations 257,571 200,482 495,069 363,607

Other income 6,924 2,569

Other (loss) income ( 8,748 ) 2,622 ( 1,824 ) 5,191

Interest income 14,530 15,422 31,094 27,524

24 unchanged sentences

(unaudited—in thousands)

Three Months Ended

2024 December 31,

Three Months Ended Six Months Ended

2025 March 31,

2024 March 31,

2025 March 31,

Net income $ 159,540 $ 16,030 $ 338,744 $ 124,624

21 unchanged sentences

Dividends declared — — — ( 69,387 ) ( 69,387 ) — ( 69,387 )

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

Other comprehensive income — — ( 60,456 ) — ( 60,456 ) ( 191 ) ( 60,647 )

Issuance of stock 7 19,157 — — 19,164 — 19,164

1 unchanged sentence

Stock-based compensation — 30,757 — — 30,757 — 30,757

Effect of deconsolidation of a joint venture — — — — — ( 13,768 ) ( 13,768 )

Contributions from noncontrolling interests — — — — — 2,335 2,335

Distributions to noncontrolling interests — — — — — ( 22,038 ) ( 22,038 )

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

BALANCE AT MARCH 31, 2025 $ 1,320 $ 4,378,663 $ ( 943,127 ) $ ( 1,151,420 ) $ 2,285,436 $ 180,851 $ 2,466,287

Stock Additional

7 unchanged sentences

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

Net income — — — 95,445 95,445 29,179 124,624

Dividends declared — — — ( 60,856 ) ( 60,856 ) — ( 60,856 )

5 unchanged sentences

Distributions to noncontrolling interests — — — — — ( 10,399 ) ( 10,399 )

BALANCE AT MARCH 31, 2024 $ 1,359 $ 4,267,719 $ ( 909,970 ) $ ( 1,160,441 ) $ 2,198,667 $ 195,688 $ 2,394,355

Consolidated Statements of Stockholders’ Equity

(unaudited—in thousands)

Stock Additional

Capital Accumulated

Comprehensive

Loss Accumulated

Deficits Total

Stockholders’

Interests Total

Stockholders’

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

Net income — — — 143,394 143,394 16,146 159,540

Dividends declared — — — ( 34,773 ) ( 34,773 ) — ( 34,773 )

Other comprehensive loss — — 21,667 — 21,667 197 21,864

Issuance of stock 2 12,831 — — 12,833 — 12,833

Repurchases of stock ( 8 ) ( 65 ) — ( 75,556 ) ( 75,629 ) — ( 75,629 )

Stock-based compensation — 13,934 — — 13,934 — 13,934

Effect of deconsolidation of a joint venture — — — — — ( 13,768 ) ( 13,768 )

Contributions from noncontrolling interests — — — — — 2,325 2,325

Distributions to noncontrolling interests — — — — — ( 19,582 ) ( 19,582 )

BALANCE AT MARCH 31, 2025 $ 1,320 $ 4,378,663 $ ( 943,127 ) $ ( 1,151,420 ) $ 2,285,436 $ 180,851 $ 2,466,287

Stock Additional

Capital Accumulated

Comprehensive

Loss Accumulated

Deficits Total

Stockholders’

Interests Total

Stockholders’

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

Net loss — — — 1,007 1,007 15,023 16,030

Dividends declared — — — ( 30,782 ) ( 30,782 ) — ( 30,782 )

Other comprehensive income — — ( 20,182 ) — ( 20,182 ) ( 128 ) ( 20,310 )

Issuance of stock 1 5,822 — — 5,823 — 5,823

Repurchases of stock ( 2 ) 998 — ( 21,050 ) ( 20,054 ) — ( 20,054 )

Stock-based compensation — 15,559 — — 15,559 — 15,559

Contributions from noncontrolling interests — — — — — 2,616 2,616

Distributions to noncontrolling interests — — — — — ( 2,745 ) ( 2,745 )

BALANCE AT MARCH 31, 2024 $ 1,359 $ 4,267,719 $ ( 909,970 ) $ ( 1,160,441 ) $ 2,198,667 $ 195,688 $ 2,394,355

See accompanying Notes to Consolidated Financial Statements.

1 unchanged sentence

(unaudited - in thousands)

Three Months Ended December 31,

Six Months Ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

5 unchanged sentences

Non-cash stock compensation 30,757 30,611

Loss on sale of discontinued operations — 103,085

Foreign currency translation ( 18,262 ) 8,125

10 unchanged sentences

Payments for business acquisition, net of cash acquired — ( 18,686 )

Cash outflow from deconsolidation of a joint venture ( 45,352 ) —

Investment in unconsolidated joint ventures ( 4,380 ) ( 29,930 )

16 unchanged sentences

EFFECT OF EXCHANGE RATE CHANGES ON CASH ( 4,058 ) ( 168 )

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

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 15,203 ( 73,097 )

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

The results of operations for the three and six months ended March 31, 2025 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 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.

The interim consolidated financial statements are presented for the periods ending on March 28, 2025 and March 29, 2024.

For clarity of presentation, all periods are presented as if the periods ended on September 30 and March 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 annual financial statements in fiscal year 2025 and for its interim and annual financial statements in fiscal year 2026, with early adoption permitted.

5 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.

12 unchanged sentences

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.

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.

At March 31, 2025, the counterparty had $ 7.8 million outstanding under the credit facility, and all cash flows were classified as other investing activities.

During the second quarter of fiscal 2025, the Company and its joint venture counterparty amended the joint venture agreement for a business classified as held for sale.

In connection with the amendment and consistent with ASC 810, Consolidation , the Company reconsidered whether it remained the primary beneficiary under the variable interest model and concluded it was no longer the primary beneficiary.

As such, the Company deconsolidated the joint venture as of the amendment date.

The Company continues to present its retained noncontrolling interest as held for sale and equity in earnings from the joint venture are reported in net loss from discontinued operations.

No gain or loss was recognized in the deconsolidation of the joint venture during the second quarter of fiscal 2025.

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

3 unchanged sentences

Current assets held for sale $ — $ 77.2

Investment in unconsolidated joint venture $ 21.9 $ —

Property and equipment, net — 16.7

Other 1.0 1.2

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

2 unchanged sentences

Current liabilities held for sale $ — $ 35.6

Long-term liabilities held for sale $ — $ —

The following table represents summarized income statement information of discontinued operations (in millions):

Three months ended

2024 December 31,

Three Months Ended Six Months Ended

2025 March 31,

2024 March 31,

2025 March 31,

Revenue $ 55.0 $ 46.5 $ 97.6 $ 101.1

Cost of revenue 51.1 45.0 101.4 97.7

Gross (loss) margin ( 7.7 ) 1.9

Gross profit (loss) 3.9 1.5 ( 3.8 ) 3.4

Equity in losses of joint ventures ( 6.0 ) ( 3.4 ) ( 6.0 ) ( 3.4 )

Loss on disposal activities ( 11.9 ) ( 109.6 ) ( 16.8 ) ( 113.1 )

Transaction costs — ( 0.2 ) — ( 0.2 )

Loss from operations ( 14.0 ) ( 111.7 ) ( 26.6 ) ( 113.3 )

4 unchanged sentences

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

Three months ended

2024 December 31,

Three Months Ended Six Months Ended

2025 March 31,

2024 March 31,

2025 March 31,

Payments for capital expenditures $ — $ 2.1 $ 0.4 $ 2.1

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

Noncash increase in noncurrent assets held for sale due to deconsolidation of a joint venture

41.6 — 41.6 —

Noncash decrease in noncontrolling interest due to deconsolidation of a joint venture $ ( 13.8 ) $ — $ ( 13.8 ) $ —

The changes in the carrying value of goodwill by reportable segment for the six months ended March 31, 2025 were as follows:

September 30,

Impact December 31,

Impact Acquired March 31,

(in millions)

2 unchanged sentences

Total $ 3,480.2 $ ( 36.1 ) $ — $ 3,444.1

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

The gross amounts and accumulated amortization of the Company’s acquired identifiable intangible assets with finite useful lives as of March 31, 2025 and September 30, 2024, included in intangible assets—net, in the accompanying consolidated balance sheets, were as follows:

March 31, 2025 September 30, 2024

Amount Accumulated

6 unchanged sentences

Backlog and customer relationships $ 7.4 $ ( 1.8 ) $ 5.6 $ 671.7 $ ( 664.8 ) $ 6.9 1 - 11

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.

Amortization expense of acquired intangible assets included within cost of revenue was $ 1.5 million and $ 9.4 million for the six months ended March 31, 2025 and 2024, respectively.

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

Fiscal Year (in millions)

2025 (nine months remaining) $ 1.1

2025 (six months remaining) $ 0.8

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 three months ended December 31, 2024 and 2023 were $ 2.2 billion and $ 2.2 billion, respectively.

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

24 unchanged sentences

Revenue is recognized for fixed-price contracts using the input method measured on a cost-to-cost basis as the Company believes this is the best measure of progress towards completion.

Disaggregated Revenue

The following tables present the Company’s revenues disaggregated by revenue sources:

Three months ended

2024 December 31,

Three Months Ended Six Months Ended

2025 March 31,

2024 March 31,

2025 March 31,

(in millions)

3 unchanged sentences

Total revenue $ 3,771.6 $ 3,943.9 $ 7,785.8 $ 7,843.8

Three months ended

2024 December 31,

Three Months Ended Six Months Ended

2025 March 31,

2024 March 31,

2025 March 31,

(in millions)

3 unchanged sentences

Total revenue $ 3,771.6 $ 3,943.9 $ 7,785.8 $ 7,843.8

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 .

Remaining Unsatisfied Performance Obligations

As of March 31, 2025, the Company had allocated $ 18.5 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 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 recognized revenue of $ 771.9 million and $ 685.3 million during the six months ended March 31, 2025 and 2024, 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.

10 unchanged sentences

Total accounts receivable—net $ 2,517.9 $ 2,793.3

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.

Substantially all contract assets as of March 31, 2025 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 $ 250 million and $ 180 million as of March 31, 2025 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 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.

No single client accounted for more than 10% of the Company’s outstanding receivables at March 31, 2025 and September 30, 2024.

The Company sold trade receivables to financial institutions, of which $ 340.5 million and $ 319.5 million were outstanding as of March 31, 2025 and September 30, 2024, respectively.

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

32 unchanged sentences

Total liabilities and owners’ equity $ 813.3 $ 920.0

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.

Total revenue of the consolidated joint ventures was $ 783.7 million and $ 1,171.4 million for the six months ended March 31, 2025 and 2024, 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.

11 unchanged sentences

AECOM’s investment in unconsolidated joint ventures $ 143.6 $ 138.1

Three Months Ended

2024 December 31,

Six Months Ended

2025 March 31,

(in millions)

4 unchanged sentences

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

Three Months Ended

2024 December 31,

Six Months Ended

2025 March 31,

(in millions)

11 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 months ended December 31, 2024 and 2023:

Three Months Ended

December 31, 2024 December 31, 2023

The following table details the components of net periodic benefit cost for the Company’s pension plans for the three and six months ended March 31, 2025 and 2024:

Three Months Ended Six Months Ended

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

(in millions)

5 unchanged sentences

Net periodic benefit cost (credit) $ 1.7 $ ( 3.1 ) $ 1.8 $ ( 3.9 ) $ 3.4 $ ( 6.3 ) $ 3.6 $ ( 7.8 )

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

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

plans and $ 10.9 million for non-U.S.

11 unchanged sentences

Long-term debt $ 2,456.2 $ 2,450.3

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

2025 (nine months remaining) $ 61.3

The following table presents, in millions, scheduled maturities of the Company’s debt as of March 31, 2025:

2025 (six months remaining) $ 53.4

Thereafter 662.8

24 unchanged sentences

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

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

As of March 31, 2025, 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 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.

At March 31, 2025 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 March 31, 2025 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 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.

As of March 31, 2025, the estimated fair value of the 2027 Senior Notes was approximately $ 997.3 million.

The fair value of the 2027 Senior Notes as of March 31, 2025 was derived by taking the mid-point of the trading prices from an observable market input (Level 2) in the secondary bond market and multiplying it by the outstanding balance of the 2027 Senior Notes.

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

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 December 31, 2024.

The Company was in compliance with the covenants relating to the 2027 Senior Notes as of March 31, 2025.

Other Debt and Other Items

1 unchanged sentence

The 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 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.

At March 31, 2025 and September 30, 2024, these outstanding standby letters of credit totaled $ 889.3 million and $ 934.5 million, respectively.

As of March 31, 2025, the Company had $ 387.5 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 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.

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 six months ended March 31, 2025 and 2024 was 5.1 % and 5.5 %, respectively.

Interest expense in the consolidated statements of operations included amortization of deferred debt issuance costs for the three and six months ended March 31, 2025 of $ 1.2 million and $ 2.6 , respectively, and for the three and six months ended March 31, 2024 of $ 1.2 million and $ 2.4 million, respectively.

Derivative Financial Instruments and Fair Value Measurements

10 unchanged sentences

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

December 31, 2024

March 31, 2025

Notional Amount

11 unchanged sentences

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.

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.

The 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.

See Note 14 for accumulated balances and reporting period activities of derivatives related to reclassifications out of accumulated other comprehensive loss for the six months ended March 31, 2025 and 2024.

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

1 unchanged sentence

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 three months ended December 31, 2024 and 2023.

Gains and losses on these contracts were not material for the six months ended March 31, 2025 and 2024.

Fair Value Measurements

6 unchanged sentences

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.

The Company recorded a loss of $ 5.6 million in other income in the first six months of fiscal 2025 representing the decrease 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

March 31, 2025

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

2 unchanged sentences

Interest rate contracts Other current liabilities — ( 0.8 ) — ( 0.8 )

Interest rate contracts Other long-term liabilities — ( 2.0 ) — ( 2.0 )

Credit facility investment Other non-current assets — — 8.3 8.3

11 unchanged sentences

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

Six Months Ended March 31, 2025

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

4 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 unit activity for the three months ended December 31 was as follows:

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

Stock Units Weighted

8 unchanged sentences

Vested ( 0.2 ) $ 75.79 ( 0.3 ) $ 85.46 ( 0.3 ) $ 49.99 ( 0.4 ) $ 52.49

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.

Outstanding at March 31, 0.8 $ 95.54 0.7 $ 109.67 0.8 $ 83.90 0.7 $ 95.37

Total compensation expense related to these share-based payments including stock options was $ 30.8 million and $ 30.6 million during the six months ended March 31, 2025 and 2024, respectively.

Unrecognized compensation expense related to total share-based payments outstanding as of March 31, 2025 and September 30, 2024 was $ 102.3 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 18.3 % and 23.4 % for the six months ended March 31, 2025 and 2024, 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 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.

federal corporate tax rate of 21.0 % and the Company’s effective tax rate for the six-month period ended March 31, 2025 were a tax benefit of $ 35.2 million related to income tax credits and incentives, tax expense of $ 33.2 million related to foreign residual income, a tax benefit of $ 20.1 million related to deferred tax assets recognized due to legal entity restructuring, and tax expense of $ 14.0 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 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.

federal corporate tax rate of 21.0 % and the Company’s effective tax rate for the six-month period ended March 31, 2024 were a tax benefit of $ 29.4 million related to income tax credits and incentives, tax expense of $ 26.2 million related to foreign residual income, tax expense of $ 12.3 million related to state income taxes, a tax benefit of $ 6.9 million related to an audit settlement, and tax expense of $ 6.6 million related to changes in valuation allowances.

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

10 unchanged sentences

While the Company has historically been able to sustain the credits in previous audit cycles without adjustment, the Company believes it’s reasonably possible there could be an adjustment to the liability for uncertain tax positions within the next twelve months related to this issue.

However, given the early stages of the audit of these credits, the Company is not able to reasonably estimate the range of potential outcomes.

However, the Company is not able to reasonably estimate the range of potential outcomes.

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

9 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 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.

For the three and six months ended March 31, 2025 and 2024, 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

2024 December 31,

Three Months Ended Six Months Ended

2025 March 31,

2024 March 31,

2025 March 31,

(in millions)

12 unchanged sentences

The components of lease expenses are as follows:

Three Months Ended

December 31, 2024 December 31, 2023

Three Months Ended Six Months Ended

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

(in millions)

6 unchanged sentences

Additional balance sheet information related to leases is as follows:

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

(in millions except as noted) Balance Sheet Classification March 31, 2025 September 30, 2024

Operating lease assets Operating lease right-of-use assets $ 431.5 $ 432.2

7 unchanged sentences

Total non-current lease liabilities $ 539.2 $ 546.3

December 31, 2024 September 30, 2024

March 31, 2025 September 30, 2024

Weighted average remaining lease term (in years):

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Additional cash flow information related to leases is as follows:

Three Months Ended

2024 December 31,

Six Months Ended

2025 March 31,

(in millions)

8 unchanged sentences

Fiscal Year (in millions)

2025 (nine months remaining) $ 118.5 $ 23.5

2025 (six months remaining) $ 83.6 $ 16.5

2026 145.8 28.8

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Total $ 2,352.9 $ 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.

Accrued contract costs above include balances related to professional liability accruals of $ 853.7 million and $ 831.8 million as of March 31, 2025 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 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.

Liabilities recorded related to accrued contract losses were not material as of March 31, 2025 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 six months ended March 31, 2025 and 2024.

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

During the first six months of fiscal 2024, the Company incurred restructuring expenses of $ 51.6 million, including personnel and other costs of $ 38.6 million and real estate costs of $ 13.0 million, of which $ 7.3 million was accrued and unpaid at March 31, 2024.

On March 6, 2025, the Company’s Board of Directors declared a quarterly cash dividend of $ 0.26 per share, which was paid on April 17, 2025 to stockholders of record as of the close of business on April 2, 2025.

As of March 31, 2025, accrued and unpaid dividends totaled $ 36.6 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 months ended December 31, 2024 and 2023 related to reclassifications out of accumulated other comprehensive loss are summarized as follows (in millions):

The accumulated balances and reporting period activities for the three and six months ended March 31, 2025 and 2024 related to reclassifications out of accumulated other comprehensive loss are summarized as follows (in millions):

Adjustments Foreign

2 unchanged sentences

Comprehensive

Balances at September 30, 2024 $ ( 252.0 ) $ ( 646.5 ) $ 15.8 $ ( 882.7 )

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

Other comprehensive (loss) income before reclassification ( 6.4 ) 34.7 ( 4.9 ) 23.4

Amounts reclassified from accumulated other comprehensive income (loss) 0.5 — ( 2.2 ) ( 1.7 )

Balances at March 31, 2025 $ ( 243.6 ) $ ( 717.3 ) $ 17.8 $ ( 943.1 )

Adjustments Foreign

Adjustments Gain/(Loss) on

Instruments Accumulated

Comprehensive

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

Other comprehensive income (loss) before reclassification 1.9 ( 27.0 ) 8.3 ( 16.8 )

Amounts reclassified from accumulated other comprehensive income (loss) 0.1 — ( 3.5 ) ( 3.4 )

Balances at March 31, 2024 $ ( 233.0 ) $ ( 706.7 ) $ 29.7 $ ( 910.0 )

Adjustments Foreign

3 unchanged sentences

Balances at September 30, 2024 $ ( 252.0 ) $ ( 646.5 ) $ 15.8 $ ( 882.7 )

Other comprehensive income (loss) before reclassification 7.4 ( 70.8 ) 7.0 ( 56.4 )

Amounts reclassified from accumulated other comprehensive income (loss) 1.0 — ( 5.0 ) ( 4.0 )

Balances at March 31, 2025 $ ( 243.6 ) $ ( 717.3 ) $ 17.8 $ ( 943.1 )

Adjustments Foreign

Adjustments Gain/(Loss) on

Instruments Accumulated

Comprehensive

Balances at September 30, 2023 $ ( 226.0 ) $ ( 739.7 ) $ 39.1 $ ( 926.6 )

Other comprehensive (loss) income before reclassification ( 7.2 ) 33.0 ( 2.3 ) 23.5

Amounts reclassified from accumulated other comprehensive income (loss) 0.2 — ( 7.1 ) ( 6.9 )

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

Balances at March 31, 2024 $ ( 233.0 ) $ ( 706.7 ) $ 29.7 $ ( 910.0 )

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 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.

At March 31, 2025 and September 30, 2024, these outstanding standby letters of credit totaled $ 889.3 million and $ 934.5 million, respectively.

As of March 31, 2025, the Company had $ 387.5 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.

1 unchanged sentence

If the project subsequently fails to meet guaranteed performance standards, the Company may incur additional costs, pay liquidated damages or be held responsible for the costs incurred by the client to achieve the required performance standards.

The potential payment amount of an outstanding performance arrangement is typically the remaining cost of work to be performed by or on behalf of third parties.

The potential payment amount of an outstanding performance arrangement is typically the remaining cost of work to be performed by or on behalf

of third parties.

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 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.

At March 31, 2025, the Company was contingently liable in the amount of approximately $ 893.7 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 December 31, 2024, the Company has capital commitments of $ 5.1 million to the Fund over the next 4 years.

At March 31, 2025, 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.

2 unchanged sentences

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 was extended to April 30, 2025.

Department of Energy Deactivation, Demolition, and Removal Project

25 unchanged sentences

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

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.

A jury trial was completed on February 1, 2025, resulting in a favorable verdict for the Company.

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

14 unchanged sentences

($ in millions)

Three Months Ended December 31, 2024:

Three Months Ended March 31, 2025:

Revenue $ 2,896.7 $ 874.8 $ 0.1 $ — $ 3,771.6

2 unchanged sentences

General and administrative expenses — — ( 2.8 ) ( 37.2 ) ( 40.0 )

Restructuring costs — — — — —

Operating income (loss) 217.4 82.2 ( 4.8 ) ( 37.2 ) 257.6

Gross profit as a % of revenue 7.3 % 8.9 % 7.7 %

Three Months Ended December 31, 2023:

Three Months Ended March 31, 2024:

Revenue $ 3,038.6 $ 904.8 $ 0.5 $ — $ 3,943.9

Gross profit 184.4 76.2 0.5 — 261.1

Equity in earnings of joint ventures 4.8 5.0 9.7 — 19.5

General and administrative expenses — — ( 9.7 ) ( 35.0 ) ( 44.7 )

Restructuring costs — — — ( 35.4 ) ( 35.4 )

Operating income 189.2 81.2 0.5 ( 70.4 ) 200.5

Gross profit as a % of revenue 6.1 % 8.4 % 6.6 %

Six Months Ended March 31, 2025:

Revenue $ 6,008.7 $ 1,776.8 $ 0.3 $ — $ 7,785.8

Gross profit 402.7 156.2 0.3 — 559.2

Equity in earnings (losses) of joint ventures 10.4 6.9 ( 0.9 ) — 16.4

3 unchanged sentences

Gross profit as a % of revenue 6.7 % 8.8 % 7.2 %

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

Six Months Ended March 31, 2024:

Revenue $ 6,077.3 $ 1,765.8 $ 0.7 $ — $ 7,843.8

Gross profit 355.4 149.0 0.7 — 505.1

Equity in earnings (losses) of joint ventures 8.4 9.3 ( 27.2 ) — ( 9.5 )

General and administrative expenses — — ( 12.1 ) ( 68.3 ) ( 80.4 )

Restructuring costs — — — ( 51.6 ) ( 51.6 )

Operating income (loss) 363.8 158.3 ( 38.6 ) ( 119.9 ) 363.6

Gross profit as a % of revenue 5.8 % 8.4 % 6.4 %

March 31, 2025 $ 7,799.7 $ 2,664.9 $ 49.6 $ 1,245.8

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