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Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 2, 2026
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 000-52423
________________________________________________________________
AECOM
(Exact name of registrant as specified in its charter)

Delaware |  | 61-1088522
State or Other Jurisdiction Of Incorporation or Organization |  | I.R.S. Employer Identification Number
13355 Noel Road |  |
Dallas, Texas |  | 75240
Address of Principal Executive Offices |  | Zip Code

(972) 788-1000
Registrant’s Telephone Number, Including Area Code
________________________________________________________________
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report
Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common Stock, $0.01 par value |  | ACM |  | New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer | x | Accelerated filer | o
Non-accelerated filer | o | Smaller reporting company | o
|  | Emerging growth company | o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of February 6, 2026, 129,288,624 shares of the registrant’s common stock were outstanding.

Table of Contents
AECOM
INDEX

PART I. |  | FINANCIAL INFORMATION |
Item 1. |  | Financial Statements | 1
|  | Consolidated Balance Sheets as of December 31, 2025 (unaudited) and September 30, 2025 | 1
|  | Consolidated Statements of Operations for the Three Months Ended December 31, 2025 (unaudited) and December 31, 2024 (unaudited) | 2
|  | Consolidated Statements of Comprehensive Income for the Three Months Ended December 31, 2025 (unaudited) and December 31, 2024 (unaudited) | 3
|  | Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2025 (unaudited) and December 31, 2024 (unaudited) | 5
|  | Notes to Consolidated Financial Statements (unaudited) | 6
Item 2. |  | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 28
Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk | 41
Item 4. |  | Controls and Procedures | 41
PART II. |  | OTHER INFORMATION | 43
Item 1. |  | Legal Proceedings | 43
Item 1A. |  | Risk Factors | 43
Item 2. |  | Unregistered Sales of Equity Securities and Use of Proceeds | 43
Item 3. |  | Defaults Upon Senior Securities | 43
Item 4. |  | Mine Safety Disclosure | 43
Item 5. |  | Other Information | 44
Item 6. |  | Exhibits | 45
SIGNATURES | 47

Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
AECOM
Consolidated Balance Sheets
(unaudited - in thousands, except share data)

| December 31, 2025 |  | September 30, 2025
ASSETS |  |  |
CURRENT ASSETS: |  |  |
Cash and cash equivalents | $ | 1,022,141 |  |  | $ | 1,378,582 |
Cash in consolidated joint ventures | 224,546 |  |  | 207,157 |
Total cash and cash equivalents | 1,246,687 |  |  | 1,585,739 |
Accounts receivable—net | 2,348,427 |  |  | 2,497,147 |
Contract assets | 2,035,472 |  |  | 1,785,179 |
Prepaid expenses and other current assets | 724,746 |  |  | 716,070 |
Income taxes receivable | 136,571 |  |  | 146,092 |
TOTAL CURRENT ASSETS | 6,491,903 |  |  | 6,730,227 |
PROPERTY AND EQUIPMENT—NET | 387,128 |  |  | 416,164 |
DEFERRED TAX ASSETS—NET | 294,894 |  |  | 295,249 |
INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES | 146,485 |  |  | 138,056 |
GOODWILL | 3,773,803 |  |  | 3,700,619 |
INTANGIBLE ASSETS—NET | 179,980 |  |  | 183,284 |
OTHER NON-CURRENT ASSETS | 203,520 |  |  | 254,218 |
OPERATING LEASE RIGHT-OF-USE ASSETS | 448,370 |  |  | 463,479 |
NON - CURRENT ASSETS HELD FOR SALE | 13,953 |  |  | 18,953 |
TOTAL ASSETS | $ | 11,940,036 |  |  | $ | 12,200,249 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |
CURRENT LIABILITIES: |  |  |
Short-term debt | $ | 3,318 |  |  | $ | 4,069 |
Accounts payable | 2,282,480 |  |  | 2,260,609 |
Accrued expenses and other current liabilities | 2,404,554 |  |  | 2,490,480 |
Income taxes payable | 37,260 |  |  | 23,536 |
Contract liabilities | 1,091,648 |  |  | 1,087,905 |
Current portion of long-term debt | 62,550 |  |  | 62,217 |
TOTAL CURRENT LIABILITIES | 5,881,810 |  |  | 5,928,816 |
OTHER LONG-TERM LIABILITIES | 278,057 |  |  | 210,870 |
OPERATING LEASE LIABILITIES, NON-CURRENT | 498,398 |  |  | 515,998 |
DEFERRED TAX LIABILITY-NET | 68,966 |  |  | 67,968 |
PENSION BENEFIT OBLIGATIONS | 123,217 |  |  | 133,193 |
LONG-TERM DEBT | 2,643,833 |  |  | 2,647,220 |
TOTAL LIABILITIES | 9,494,281 |  |  | 9,504,065 |
COMMITMENTS AND CONTINGENCIES (Note 15) |  |  |
AECOM STOCKHOLDERS’ EQUITY: |  |  |
Common stock-authorized, 300,000,000 shares of $0.01 par value as of December 31, 2025 and September 30, 2025; issued and outstanding 129,286,286 and 131,782,371 shares as of December 31, 2025 and September 30, 2025, respectively | 1,293 |  |  | 1,318 |
Additional paid-in capital | 4,617,931 |  |  | 4,609,126 |
Accumulated other comprehensive loss | (888,034) |  |  | (893,027) |
Accumulated deficits | (1,499,248) |  |  | (1,224,833) |
TOTAL AECOM STOCKHOLDERS’ EQUITY | 2,231,942 |  |  | 2,492,584 |
Noncontrolling interests | 213,813 |  |  | 203,600 |
TOTAL STOCKHOLDERS’ EQUITY | 2,445,755 |  |  | 2,696,184 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 11,940,036 |  |  | $ | 12,200,249 |

See accompanying Notes to Consolidated Financial Statements.
1

Table of Contents
AECOM
Consolidated Statements of Operations
(unaudited - in thousands, except per share data)

| Three Months Ended |  |
| December 31, 2025 |  | December 31, 2024 |  |  |  |
Revenue | $ | 3,830,834 |  |  | $ | 4,014,152 |  |  |  |  |
Cost of revenue | 3,549,844 |  |  | 3,745,748 |  |  |  |  |
Gross profit | 280,990 |  |  | 268,404 |  |  |  |  |
Equity in earnings of joint ventures | 9,827 |  |  | 9,553 |  |  |  |  |
General and administrative expenses | (40,839) |  |  | (40,459) |  |  |  |  |
Restructuring and acquisition costs | (27,933) |  |  | — |  |  |  |  |
Income from operations | 222,045 |  |  | 237,498 |  |  |  |  |
Other income | 7,819 |  |  | 6,924 |  |  |  |  |
Interest income | 13,741 |  |  | 16,564 |  |  |  |  |
Interest expense | (45,266) |  |  | (43,034) |  |  |  |  |
Income from continuing operations before taxes | 198,339 |  |  | 217,952 |  |  |  |  |
Income tax expense for continuing operations | 39,083 |  |  | 29,232 |  |  |  |  |
Net income from continuing operations | 159,256 |  |  | 188,720 |  |  |  |  |
Net loss from discontinued operations | (65,904) |  |  | (9,516) |  |  |  |  |
Net income | 93,352 |  |  | 179,204 |  |  |  |  |
Net income attributable to noncontrolling interests from continuing operations | (18,832) |  |  | (11,370) |  |  |  |  |
Net income attributable to noncontrolling interests from discontinued operations | — |  |  | (792) |  |  |  |  |
Net income attributable to noncontrolling interests | (18,832) |  |  | (12,162) |  |  |  |  |
Net income attributable to AECOM from continuing operations | 140,424 |  |  | 177,350 |  |  |  |  |
Net loss attributable to AECOM from discontinued operations | (65,904) |  |  | (10,308) |  |  |  |  |
Net income attributable to AECOM | $ | 74,520 |  |  | $ | 167,042 |  |  |  |  |
Net income (loss) attributable to AECOM per share: |  |  |  |  |  |  |
Basic continuing operations per share | $ | 1.07 |  |  | $ | 1.34 |  |  |  |  |
Basic discontinued operations per share | $ | (0.50) |  |  | $ | (0.08) |  |  |  |  |
Basic earnings per share | $ | 0.57 |  |  | $ | 1.26 |  |  |  |  |
Diluted continuing operations per share | $ | 1.06 |  |  | $ | 1.33 |  |  |  |  |
Diluted discontinued operations per share | $ | (0.50) |  |  | $ | (0.08) |  |  |  |  |
Diluted earnings per share | $ | 0.56 |  |  | $ | 1.25 |  |  |  |  |
Weighted average shares outstanding: |  |  |  |  |  |  |
Basic | 130,888 |  | 132,500 |  |  |  |
Diluted | 131,982 |  | 133,625 |  |  |  |

See accompanying Notes to Consolidated Financial Statements.
2

Table of Contents
AECOM
Consolidated Statements of Comprehensive Income
(unaudited—in thousands)

| Three Months Ended |  |
| December 31, 2025 |  | December 31, 2024 |  |  |  |
Net income | $ | 93,352 |  |  | $ | 179,204 |  |  |  |  |
Other comprehensive income (loss), net of tax: |  |  |  |  |  |  |
Net unrealized (loss) gain on derivatives, net of tax | (1,328) |  |  | 9,139 |  |  |  |  |
Foreign currency translation adjustments | 5,364 |  |  | (105,961) |  |  |  |  |
Pension adjustments, net of tax | 1,049 |  |  | 14,311 |  |  |  |  |
Other comprehensive income (loss), net of tax | 5,085 |  |  | (82,511) |  |  |  |  |
Comprehensive income, net of tax | 98,437 |  |  | 96,693 |  |  |  |  |
Noncontrolling interests in comprehensive income of consolidated subsidiaries, net of tax | (18,924) |  |  | (11,774) |  |  |  |  |
Comprehensive income attributable to AECOM, net of tax | $ | 79,513 |  |  | $ | 84,919 |  |  |  |  |

See accompanying Notes to Consolidated Financial Statements.
3

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AECOM
Consolidated Statements of Stockholders’ Equity
(unaudited—in thousands)

| Common Stock |  | Additional Paid-In Capital |  | Accumulated Other Comprehensive Loss |  | Accumulated Deficits |  | Total AECOM Stockholders’ Equity |  | Non- Controlling Interests |  | Total Stockholders’ Equity
BALANCE AT SEPTEMBER 30, 2025 | $ | 1,318 |  |  | $ | 4,609,126 |  |  | $ | (893,027) |  |  | $ | (1,224,833) |  |  | $ | 2,492,584 |  |  | $ | 203,600 |  |  | $ | 2,696,184 |
Net income | — |  |  | — |  |  | — |  |  | 74,520 |  |  | 74,520 |  |  | 18,832 |  |  | 93,352 |
Dividends declared | — |  |  | — |  |  | — |  |  | (40,382) |  |  | (40,382) |  |  | — |  |  | (40,382) |
Other comprehensive income | — |  |  | — |  |  | 4,993 |  |  | — |  |  | 4,993 |  |  | 92 |  |  | 5,085 |
Issuance of stock | 7 |  |  | 12,800 |  |  | — |  |  | — |  |  | 12,807 |  |  | — |  |  | 12,807 |
Repurchases of stock | (32) |  |  | (19,321) |  |  | — |  |  | (308,553) |  |  | (327,906) |  |  | — |  |  | (327,906) |
Stock-based compensation | — |  |  | 15,326 |  |  | — |  |  | — |  |  | 15,326 |  |  | — |  |  | 15,326 |
Contributions from noncontrolling interests | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 139 |  |  | 139 |
Distributions to noncontrolling interests | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (8,850) |  |  | (8,850) |
BALANCE AT DECEMBER 31, 2025 | $ | 1,293 |  |  | $ | 4,617,931 |  |  | $ | (888,034) |  |  | $ | (1,499,248) |  |  | $ | 2,231,942 |  |  | $ | 213,813 |  |  | $ | 2,445,755 |

| Common Stock |  | Additional Paid-In Capital |  | Accumulated Other Comprehensive Loss |  | Accumulated Deficits |  | Total AECOM Stockholders’ Equity |  | Non- Controlling Interests |  | Total Stockholders’ Equity
BALANCE AT SEPTEMBER 30, 2024 | $ | 1,326 |  |  | $ | 4,347,197 |  |  | $ | (882,671) |  |  | $ | (1,281,647) |  |  | $ | 2,184,205 |  |  | $ | 186,205 |  |  | $ | 2,370,410 |
Net income | — |  |  | — |  |  | — |  |  | 167,042 |  |  | 167,042 |  |  | 12,162 |  |  | 179,204 |
Dividends declared | — |  |  | — |  |  | — |  |  | (34,614) |  |  | (34,614) |  |  | — |  |  | (34,614) |
Other comprehensive loss | — |  |  | — |  |  | (82,123) |  |  | — |  |  | (82,123) |  |  | (388) |  |  | (82,511) |
Issuance of stock | 5 |  |  | 6,326 |  |  | — |  |  | — |  |  | 6,331 |  |  | — |  |  | 6,331 |
Repurchases of stock | (5) |  |  | (18,383) |  |  | — |  |  | (35,266) |  |  | (53,654) |  |  | — |  |  | (53,654) |
Stock-based compensation | — |  |  | 16,823 |  |  | — |  |  | — |  |  | 16,823 |  |  | — |  |  | 16,823 |
Contributions from noncontrolling interests | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | 10 |  |  | 10 |
Distributions to noncontrolling interests | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (2,456) |  |  | (2,456) |
BALANCE AT DECEMBER 31, 2024 | $ | 1,326 |  |  | $ | 4,351,963 |  |  | $ | (964,794) |  |  | $ | (1,184,485) |  |  | $ | 2,204,010 |  |  | $ | 195,533 |  |  | $ | 2,399,543 |

4

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AECOM
Consolidated Statements of Cash Flows
(unaudited - in thousands)

| Three Months Ended December 31,
| 2025 |  | 2024
CASH FLOWS FROM OPERATING ACTIVITIES: |  |  |
Net income | $ | 93,352 |  |  | $ | 179,204 |
Adjustments to reconcile net income to net cash provided by operating activities: |  |  |
Depreciation and amortization | 52,036 |  |  | 42,297 |
Equity in earnings of unconsolidated joint ventures | (9,377) |  |  | (9,553) |
Distribution of earnings from unconsolidated joint ventures | 5,297 |  |  | 2,754 |
Non-cash stock compensation | 16,011 |  |  | 16,823 |
Non-cash net fair value gains | (5,091) |  |  | (4,957) |
Non-cash loss on disposal activities | 61,800 |  |  | — |
Foreign currency translation | 616 |  |  | (28,671) |
Other | (151) |  |  | 130 |
Changes in operating assets and liabilities, net of effects of acquisitions: |  |  |
Accounts receivable and contract assets | (101,572) |  |  | 161,509 |
Prepaid expenses and other assets | 35,273 |  |  | 36,438 |
Accounts payable | 28,660 |  |  | (214,900) |
Accrued expenses and other current liabilities | (93,133) |  |  | 631 |
Contract liabilities | 3,742 |  |  | 7,313 |
Other long-term liabilities | (17,244) |  |  | (37,929) |
Net cash provided by operating activities | 70,219 |  |  | 151,089 |
CASH FLOWS FROM INVESTING ACTIVITIES: |  |  |
Investment in unconsolidated joint ventures | (24,246) |  |  | (976) |
Return of investment in unconsolidated joint ventures | 28,710 |  |  | 105 |
Other investing activities | (11,000) |  |  | 16,250 |
Proceeds from disposal of property and equipment | 31 |  |  | 94 |
Payments for capital expenditures | (28,318) |  |  | (40,215) |
Net cash used in investing activities | (34,823) |  |  | (24,742) |
CASH FLOWS FROM FINANCING ACTIVITIES: |  |  |
Proceeds from borrowings under credit agreements | 873,484 |  |  | 664,815 |
Repayments of borrowings under credit agreements | (884,626) |  |  | (673,769) |
Cash paid for debt issuance costs | (6) |  |  | (687) |
Dividends paid | (35,356) |  |  | (29,141) |
Proceeds from issuance of common stock | 11,394 |  |  | 5,693 |
Payments to repurchase common stock | (325,866) |  |  | (55,155) |
Net distributions to noncontrolling interests | (8,711) |  |  | (29,609) |
Other financing activities | (4,545) |  |  | (3,477) |
Net cash used in financing activities | (374,232) |  |  | (121,330) |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | (216) |  |  | (5,153) |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (339,052) |  |  | (136) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 1,585,739 |  |  | 1,584,862 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 1,246,687 |  |  | 1,584,726 |
LESS CASH AND CASH EQUIVALENTS INCLUDED IN CURRENT ASSETS HELD FOR SALE | — |  |  | (4,070) |
CASH AND CASH EQUIVALENTS OF CONTINUING OPERATIONS AT END OF PERIOD | $ | 1,246,687 |  |  | $ | 1,580,656 |

See accompanying Notes to Consolidated Financial Statements.
5

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AECOM
Notes to Consolidated Financial Statements
(unaudited)
1. Basis of Presentation
The accompanying consolidated financial statements of AECOM (the Company) are unaudited and, in the opinion of management, include all adjustments, including all normal recurring items necessary for a fair statement of the Company’s financial position and results of operations for the periods presented. All intercompany balances and transactions are eliminated in consolidation.
The consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended September 30, 2025 (the Annual Report). The accompanying unaudited consolidated financial statements and related notes have been prepared in accordance with generally accepted accounting principles (GAAP) in the United States (U.S.) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.
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, 2025 are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2026.
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. As a result, the self-perform at-risk construction businesses are presented in the consolidated statements of operations as discontinued operations for all periods presented. Current and non-current assets and liabilities of these businesses are presented in the consolidated balance sheets as assets and liabilities held for sale.
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 January 2, 2026 and December 27, 2024. For clarity of presentation, all periods are presented as if the periods ended on September 30 and December 31.
2. New Accounting Pronouncements and Changes in Accounting
In December 2023, the Financial Accounting Standard Board (FASB) issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance the income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid. The update also includes certain other amendments to improve the effectiveness of income tax disclosures. The standard is effective for the Company for its annual financial statements in fiscal year 2026 and can be applied either prospectively or retrospectively. The Company is currently evaluating the impact that the updated standard will have on its financial statement disclosures.
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 interim basis. The new guidance is effective for the Company for its annual financial statements in fiscal year 2027 and for its interim 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.
In September 2025, the FASB issued ASU 2025-06 to clarify and modernize the accounting for costs related to internal-use software. The guidance removes references to project stages used in ASC 250-40 and clarifies the threshold entities should apply to begin capitalizing internal-use software costs. The new guidance is effective for the Company starting October 1, 2028. The Company adopted new guidance in the first quarter of fiscal year 2026 using the prospective approach. Adoption of this new guidance did not have a material impact on the Company's financial statements.
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In December 2025, the FASB issued ASU 2025-10 to provide authoritative guidance related to the recognition, measurement, presentation and disclosure of government grants received by business entities. Previously, GAAP lacked specific provisions, leading to diverse practices based on analogies to IAS 20, ASC 958-605, or ASC 250. The new guidance is effective for the Company in fiscal year 2029. The Company adopted the new guidance in the first quarter of fiscal year 2026 using a modified prospective approach. Adoption of this new guidance did not have a material impact on the Company's financial statements.
In December 2025, the FASB issued ASU 2025-11 that clarifies and improves the guidance for interim financial reporting by providing a list of required interim disclosures, clarifying the applicability of interim reporting requirements, and introducing a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The new guidance is effective for the Company starting October 1, 2028, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this new guidance will have on its financial presentation.
3. Discontinued Operations, Goodwill and Intangible Assets
In the first quarter of fiscal 2020, management approved a plan to dispose of via sale the Company’s self-perform at-risk construction businesses. These businesses include the Company’s civil infrastructure, power, and oil and gas construction businesses that were previously reported in the Company’s Construction Services segment. After consideration of the relevant facts, the Company concluded the assets and liabilities of its self-perform at-risk construction businesses met the criteria for classification as held for sale. The Company concluded the actual and proposed disposal activities represented a strategic shift that would have a major effect on the Company’s operations and financial results and qualified for presentation as discontinued operations in accordance with FASB ASC 205-20. Accordingly, the financial results of the self-perform at-risk construction businesses are presented in the Consolidated Statement of Operations as discontinued operations for all periods presented. Current and non-current assets and liabilities of these businesses not sold as of the balance sheet date are presented in the Consolidated Balance Sheets as assets and liabilities held for sale for both periods presented. As of December 31, 2025, the Company had one equity method investment with a carrying value of $14.0 million classified as held for sale.
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. 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, 2025, the counterparty had $23.2 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.
Department of Energy Deactivation, Demolition, and Removal Project
A former affiliate of the Company, Amentum Environment & Energy, Inc., f/k/a AECOM Energy and Construction, Inc. (“Former Affiliate”), executed a cost-reimbursable task order with the Department of Energy (DOE) in 2007 to provide deactivation, demolition and removal services at a New York State project site that, during 2010, experienced contamination and performance issues. In February 2011, the Former Affiliate and the DOE executed a Task Order Modification that changed some cost-reimbursable contract provisions to at-risk. The Task Order Modification, including subsequent amendments, required the DOE to pay all project costs up to $106 million, required the Former Affiliate and the DOE to equally share in all project costs incurred from $106 million to $146 million, and required the Former Affiliate to pay all project costs exceeding $146 million.
Due to unanticipated requirements and permitting delays by federal and state agencies, as well as delays and related ground stabilization activities caused by Hurricane Irene in 2011, the Former Affiliate was required to perform work outside the scope of the Task Order Modification. In December 2014, the Former Affiliate submitted an initial set of claims against the DOE pursuant to the Contracts Disputes Acts seeking recovery of $103 million, including additional fees on changed work scope (the “2014 Claims”). 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 Claims and the 2019 Claims that may entitle the Former
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Affiliate to recovery of $148.5 million to $329.4 million. On December 30, 2019, the DOE denied the Former Affiliate’s 2014 Claims. On September 25, 2020, the DOE denied the Former Affiliate’s 2019 Claims. The Company filed an appeal of these decisions on December 20, 2020 in the Court of Federal Claims. Deconstruction, decommissioning and site restoration activities are complete.
On January 31, 2020, the Company completed the sale of its Management Services business, including the Former Affiliate who worked on the DOE project, to Maverick Purchaser Sub LLC (“MS Purchaser”), an affiliate of American Securities LLC and Lindsay Goldberg LLC. The Company and the MS Purchaser agreed that all future DOE project claim recoveries and costs will be split 10% to the MS Purchaser and 90% to the Company with the Company retaining control of all future strategic legal decisions.
During the first quarter of fiscal 2026, the procedural process resumed, and the Company subsequently engaged in settlement discussions. As a result, the Company revised its estimated recovery of the 2014 Claims and 2019 Claims submitted against the DOE, resulting in a $61.8 million non-cash loss recorded in loss from discontinued operations as the project was completed prior to the sale of the Former Affiliate.
The asset related to the project is presented in other noncurrent assets in the Consolidated Balance Sheet.
Refinery Turnaround Project
A former affiliate of the Company, which was sold in a series of transactions to effectuate the sale of the self‑perform at-risk construction businesses, entered into an agreement to perform turnaround maintenance services in Montana in December 2017. The former affiliate performed additional work outside of the original contract and became entitled to payment from the refinery owner. As part of the sale of the former affiliate, the refinery turnaround project, including related claims, were retained by the Company. The former affiliate's claims against the refinery owner and the refinery owner's cross-claims against the Company's former affiliate moved to federal court. A jury trial was completed on February 1, 2025, resulting in a favorable verdict for the Company. As a result of unfavorable court orders on post-trial motions, including pre-judgment interest and prompt payment interest, and issuance of the associated judgment, the Company recorded a $53.0 million loss during the third quarter of fiscal 2025 from the reduction in the expected future net cash proceeds the Company would receive as a result of the trial verdict. The Company has appealed the judgment. The loss was reported in discontinued operations as the project was completed prior to the sale of the former affiliate.
The Company's noncurrent assets held for sale represent the carrying value of its investment in an unconsolidated joint venture, which was $14.0 million and $19.0 million as of December 31, 2025 and September 30, 2025, respectively.
The following table represents summarized income statement information of discontinued operations (in millions):

| Three Months Ended |  |
| December 31, 2025 |  | December 31, 2024 |  |  |  |
Revenue | $ | — |  |  | $ | 42.6 |  |  |  |  |
Cost of revenue | — |  |  | 50.3 |  |  |  |  |
Gross loss | — |  |  | (7.7) |  |  |  |  |
Equity in losses of joint ventures | (0.5) |  |  | — |  |  |  |  |
Loss on disposal activities | (66.3) |  |  | (4.9) |  |  |  |  |
Loss from operations | (66.8) |  |  | (12.6) |  |  |  |  |
Other expense | (0.4) |  |  | (0.4) |  |  |  |  |
Loss before taxes | (67.2) |  |  | (13.0) |  |  |  |  |
Income tax benefit | (1.3) |  |  | (3.4) |  |  |  |  |
Net loss from discontinued operations | $ | (65.9) |  |  | $ | (9.6) |  |  |  |  |

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

| Three Months Ended |  |  |  |  |
| December 31, 2025 |  | December 31, 2024 |  |  |  |  |  |  |  |  |
Payments for capital expenditures | $ | — |  |  | $ | (0.4) |  |  |  |  |  |  |  |  |  |

The Company completed two business acquisitions during the year ended September 30, 2025 for total consideration of $375.9 million, which included stock consideration of $146.4 million. Neither of these two acquisitions met the quantitative thresholds to require separate disclosure. The Company acquired these businesses to expand its competitive advantage and compound strengths to achieve its long-term profitability targets. The Company preliminarily estimates the amount of identifiable assets as soon as information is available, but not more than 12 months from the date of acquisition. The initial accounting for these acquisitions is not complete as of December 31, 2025 as the Company continues to assess the value of the tax liabilities and the acquired intellectual property, including digital assets.
The changes in the carrying value of goodwill by reportable segment for the three months ended December 31, 2025 were as follows:

| September 30, 2025 |  | Foreign Exchange Impact |  | Post-Acquisition Adjustments |  | December 31, 2025 |
| (in millions)
Americas | $ | 2,770.4 |  |  | $ | 2.6 |  |  | $ | 46.6 |  |  | $ | 2,819.6 |  |
International | 930.2 |  |  | 1.1 |  |  | 22.9 |  |  | 954.2 |  |
Total | $ | 3,700.6 |  |  | $ | 3.7 |  |  | $ | 69.5 |  |  | $ | 3,773.8 |  |

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

| December 31, 2025 |  | September 30, 2025 |  |
| Gross Amount |  | Accumulated Amortization |  | Intangible Assets, Net |  | Gross Amount |  | Accumulated Amortization |  | Intangible Assets, Net |  | Amortization Period
| (in millions) |  | (years)
Backlog and Customer relationships | $ | 7.4 |  |  | $ | (2.9) |  |  | $ | 4.5 |  |  | $ | 7.4 |  |  | $ | (2.5) |  |  | $ | 4.9 |  |  | 1 - 11
Digital assets | 188.0 |  |  | (12.5) |  |  | 175.5 |  |  | 178.4 |  |  | — |  |  | 178.4 |  |  | 5
Total | $ | 195.4 |  |  | $ | (15.4) |  |  | $ | 180.0 |  |  | $ | 185.8 |  |  | $ | (2.5) |  |  | $ | 183.3 |  |  |

Amortization expense of acquired intangible assets included within cost of revenue was $12.9 million and $1.1 million for the three months ended December 31, 2025 and 2024, respectively. The following table presents estimated amortization expense of existing intangible assets for the remainder of fiscal 2026 and for the succeeding years:

Fiscal Year |  | (in millions)
2026 (nine months remaining) |  | $ | 29.3 |
2027 |  | 39.1 |
2028 |  | 39.1 |
2029 |  | 38.0 |
2030 |  | 34.5 |
Total |  | $ | 180.0 |

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4. Revenue Recognition
The Company follows accounting principles for recognizing revenue upon the transfer of control of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. The Company generally recognizes revenues over time as performance obligations are satisfied. The Company generally measures its progress to completion using an input measure of total costs incurred divided by total costs expected to be incurred, which it believes to be the best measure of progress towards completion of the performance obligation. In the course of providing its services, the Company routinely subcontracts for services and incurs other direct costs on behalf of its clients. 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, 2025 and 2024 were $2.0 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. Additionally, the Company is required to make estimates for the amount of consideration to be received, including bonuses, awards, incentive fees, claims, unpriced change orders, penalties, and liquidated damages. Variable consideration is included in the estimate of the transaction price only to the extent that a significant reversal would not be probable. Management continuously monitors factors that may affect the quality of its estimates, and material changes in estimates are disclosed accordingly. Costs attributable to claims are treated as costs of contract performance as incurred.
The following summarizes the Company’s major contract types:
Cost Reimbursable Contracts
Cost reimbursable contracts include cost-plus fixed fee, cost-plus fixed rate, and time-and-materials price contracts. Under cost-plus contracts, the Company charges clients for its costs, including both direct and indirect costs, plus a negotiated fee or rate. The Company recognizes revenue based on actual direct costs incurred and the applicable fixed rate or portion of the fixed fee earned as of the balance sheet date. Under time-and-materials price contracts, the Company negotiates hourly billing rates and charges its clients based on the actual time that it expends on a project. In addition, clients reimburse the Company for materials and other direct incidental expenditures incurred in connection with its performance under the contract. The Company may apply a practical expedient to recognize revenue in the amount in which it has the right to invoice if its right to consideration is equal to the value of performance completed to date.
Guaranteed Maximum Price Contracts (GMP)
GMP contracts share many of the same contract provisions as cost-plus and fixed-price contracts. As with cost-plus contracts, clients are provided a disclosure of all the project costs, and a lump sum or percentage fee is separately identified. 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 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.
Fixed-Price Contracts
Fixed-price contracts include both lump-sum and fixed-unit price contracts. Under lump-sum contracts, the Company performs all the work under the contract for a specified fee. Lump-sum contracts are typically subject to price adjustments if the scope of the project changes or unforeseen conditions arise. Under fixed-unit price contracts, the Company performs a number of units of work at an agreed price per unit with the total payment under the contract determined by the actual number of units delivered. 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.
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Disaggregated Revenue
The following tables present the Company’s revenues disaggregated by revenue sources:

| Three Months Ended |  |  |  |  |  |
| December 31, 2025 |  | December 31, 2024 |  |  |  |  |  |  |  |
| (in millions) |  |  |  |
Cost reimbursable | $ | 1,598.5 |  |  | $ | 1,505.7 |  |  |  |  |  |  |  |  |
Guaranteed maximum price | 1,350.2 |  |  | 1,527.4 |  |  |  |  |  |  |  |  |
Fixed-price | 882.1 |  |  | 981.1 |  |  |  |  |  |  |  |  |
Total revenue | $ | 3,830.8 |  |  | $ | 4,014.2 |  |  |  |  |  |  |  |  |

| Three Months Ended |  |  |  |  |
| December 31, 2025 |  | December 31, 2024 |  |  |  |  |  |  |
| (in millions) |  |  |
Americas | $ | 2,977.2 |  |  | $ | 3,112.1 |  |  |  |  |  |  |  |
Europe, Middle East, India, Africa | 522.4 |  |  | 537.0 |  |  |  |  |  |  |  |
Asia-Australia-Pacific | 331.2 |  |  | 365.1 |  |  |  |  |  |  |  |
Total revenue | $ | 3,830.8 |  |  | $ | 4,014.2 |  |  |  |  |  |  |  |

Remaining Unsatisfied Performance Obligations
As of December 31, 2025, the Company had allocated $19.4 billion of transaction price to unsatisfied or partially satisfied performance obligations, of which approximately 60% is expected to be satisfied within the next twelve months. 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 $550.1 million and $623.5 million during the three months ended December 31, 2025 and 2024, respectively, that was included in contract liabilities as of September 30, 2025 and 2024, respectively.
The Company’s timing of revenue recognition may not be consistent with its rights to bill and collect cash from its clients. Those rights are generally dependent upon advance billing terms, milestone billings based on the completion of certain phases of work or when services are performed. The Company’s accounts receivables represent amounts billed to clients that have yet to be collected and represent an unconditional right to cash from its clients. 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:

| December 31, 2025 |  | September 30, 2025
| (in millions)
Billed | $ | 1,755.8 |  |  | $ | 1,934.3 |
Contract retentions | 680.5 |  |  | 647.6 |
Total accounts receivable—gross | 2,436.3 |  |  | 2,581.9 |
Allowance for doubtful accounts and credit losses | (87.9) |  |  | (84.8) |
Total accounts receivable—net | $ | 2,348.4 |  |  | $ | 2,497.1 |

Substantially all contract assets as of December 31, 2025 and September 30, 2025 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 $520 million and $400 million as of December 31, 2025 and September 30, 2025, respectively. Contract retentions represent amounts invoiced to clients where payments have been withheld from progress payments
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until the contracted work has been completed and approved by the client but nonetheless represent an unconditional right to cash.
The Company considers a broad range of information to estimate expected credit losses including the related ages of past due balances, projections of credit losses based on historical trends, and collection history and credit quality of its clients. 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, 2025 and September 30, 2025.
The Company sold trade receivables to financial institutions, of which $347.5 million and $268.2 million were outstanding as of December 31, 2025 and September 30, 2025, respectively. The Company does not retain financial or legal obligations for these receivables that would result in material losses. The Company’s ongoing involvement is limited to the remittance of customer payments to the financial institutions with respect to the sold trade receivables.
5. Joint Ventures and Variable Interest Entities
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. Management of the joint venture is typically controlled by a joint venture executive committee, comprised of representatives from the joint venture partners. The joint venture executive committee normally provides management oversight and controls decisions which could have a significant impact on the joint venture.
Some of the Company’s joint ventures have no employees and minimal operating expenses. For these joint ventures, the Company’s employees perform work for the joint venture, which is then billed to a third-party customer by the joint venture. These joint ventures function as pass-through entities to bill the third-party customer. For consolidated joint ventures of this type, the Company records the entire amount of the services performed and the costs associated with these services, including the services provided by the other joint venture partners, in the Company’s result of operations. For certain of these joint ventures where a fee is added by an unconsolidated joint venture to client billings, the Company’s portion of that fee is recorded in equity in earnings of joint ventures.
The Company also has joint ventures that have their own employees and operating expenses, and to which the Company generally makes a capital contribution. The Company accounts for these joint ventures either as consolidated entities or equity method investments based on the criteria further discussed below.
The Company follows guidance on the consolidation of variable interest entities (VIEs) that requires companies to utilize a qualitative approach to determine whether it is the primary beneficiary of a VIE. The process for identifying the primary beneficiary of a VIE requires consideration of the factors that indicate a party has the power to direct the activities that most significantly impact the joint venture’s economic performance, including powers granted to the joint venture’s program manager, powers contained in the joint venture governing board and, to a certain extent, a company’s economic interest in the joint venture. The Company analyzes its joint ventures and classifies them as either:
•a VIE that must be consolidated because the Company is the primary beneficiary or the joint venture is not a VIE and the Company holds the majority voting interest with no significant participative rights available to the other partners; or
•a VIE that does not require consolidation and is treated as an equity method investment because the Company is not the primary beneficiary or the joint venture is not a VIE and the Company does not hold the majority voting interest.
As part of the above analysis, if it is determined that the Company has the power to direct the activities that most significantly impact the joint venture’s economic performance, the Company considers whether or not it has the obligation to absorb losses or rights to receive benefits of the VIE that could potentially be significant to the VIE.
Contractually required support provided to the Company’s joint ventures is further discussed in Note 15.
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Summary of financial information of the consolidated joint ventures is as follows:

| December 31, 2025 (unaudited) |  | September 30, 2025
| (in millions)
Current assets | $ | 754.0 |  |  | $ | 699.0 |
Non-current assets | 81.8 |  |  | 84.4 |
Total assets | $ | 835.8 |  |  | $ | 783.4 |
Current liabilities | $ | 636.3 |  |  | $ | 591.4 |
Non-current liabilities | 5.6 |  |  | 5.7 |
Total liabilities | 641.9 |  |  | 597.1 |
Total AECOM deficit | (18.5) |  |  | (15.9) |
Noncontrolling interests | 212.4 |  |  | 202.2 |
Total owners’ equity | 193.9 |  |  | 186.3 |
Total liabilities and owners’ equity | $ | 835.8 |  |  | $ | 783.4 |

Total revenue of the consolidated joint ventures was $431.2 million and $443.7 million for the three months ended December 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.
Summary of unaudited financial information of the unconsolidated joint ventures, as derived from their unaudited financial statements, was as follows:

| December 31, 2025 |  | September 30, 2025
| (in millions)
Current assets | $ | 1,557.5 |  |  | $ | 1,537.7 |
Non-current assets | 675.3 |  |  | 708.0 |
Total assets | $ | 2,232.8 |  |  | $ | 2,245.7 |
Current liabilities | $ | 1,095.5 |  |  | $ | 1,107.8 |
Non-current liabilities | 113.0 |  |  | 92.4 |
Total liabilities | 1,208.5 |  |  | 1,200.2 |
Joint ventures’ equity | 1,024.3 |  |  | 1,045.5 |
Total liabilities and joint ventures’ equity | $ | 2,232.8 |  |  | $ | 2,245.7 |
AECOM’s investment in unconsolidated joint ventures | $ | 146.5 |  |  | $ | 138.1 |

| Three Months Ended
| December 31, 2025 |  | December 31, 2024
| (in millions)
Revenue | $ | 768.7 |  |  | $ | 727.7 |
Cost of revenue | 731.8 |  |  | 691.6 |
Gross profit | $ | 36.9 |  |  | $ | 36.1 |
Net income | $ | 35.4 |  |  | $ | 36.8 |

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

| Three Months Ended
| December 31, 2025 |  | December 31, 2024
| (in millions)
Pass-through joint ventures | $ | 9.1 |  |  | $ | 8.4 |
Other joint ventures | 0.7 |  |  | 1.2 |
Total | $ | 9.8 |  |  | $ | 9.6 |

6. Pension Benefit Obligations
In the U.S., the Company sponsors various qualified defined benefit pension plans. Benefits under these plans generally are based on the employee’s years of creditable service and compensation; however, all U.S. defined benefit plans are closed to new participants and have frozen accruals.
The Company also sponsors various non-qualified plans in the U.S.; all of these plans are frozen. Outside the U.S., the Company sponsors various pension plans, which are appropriate to the country in which the Company operates, some of which are government mandated.
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, 2025 and 2024:

| Three Months Ended |  |
| December 31, 2025 |  | December 31, 2024 |  |  |  |
| U.S. |  | Int’l |  | U.S. |  | Int’l |  |  |  |  |  |  |  |
| (in millions)
Components of net periodic benefit cost:
Interest cost on projected benefit obligation | 1.9 |  |  | 10.0 |  |  | 2.0 |  |  | 9.9 |  |  |  |  |  |  |  |  |
Expected return on plan assets | (1.3) |  |  | (13.8) |  |  | (1.2) |  |  | (12.8) |  |  |  |  |  |  |  |  |
Amortization of net loss (gain) | 1.0 |  |  | (0.1) |  |  | 0.9 |  |  | (0.3) |  |  |  |  |  |  |  |  |
Net periodic benefit cost (credit) | $ | 1.6 |  |  | $ | (3.9) |  |  | $ | 1.7 |  |  | $ | (3.2) |  |  |  |  |  |  |  |  |

The total amounts of employer contributions paid for the three months ended December 31, 2025 were $2.4 million for U.S. plans and $6.4 million for non-U.S. plans. The expected remaining scheduled annual employer contributions for the fiscal year ending September 30, 2026 are $8.5 million for U.S. plans and $18.2 million for non-U.S. plans.
7. Debt
Debt consisted of the following:

| December 31, 2025 |  | September 30, 2025
| (in millions)
Credit Agreement | $ | 1,438.2 |  |  | $ | 1,439.9 |
2033 Senior Notes | 1,200.0 |  |  | 1,200.0 |
Other debt | 100.3 |  |  | 103.8 |
Total debt | 2,738.5 |  |  | 2,743.7 |
Less: Current portion of debt and short-term borrowings | (65.9) |  |  | (66.3) |
Less: Unamortized debt issuance costs | (28.8) |  |  | (30.2) |
Long-term debt | $ | 2,643.8 |  |  | $ | 2,647.2 |

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

Fiscal Year |  |
2026 (nine months remaining) |  | $ | 56.5 |
2027 |  | 32.6 |
2028 |  | 23.6 |
2029 |  | 762.7 |
2030 |  | 7.0 |
Thereafter |  | 1,856.1 |
Total |  | $ | 2,738.5 |

Credit Agreement
On April 19, 2024, the Company entered into Amendment No. 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. The New Term B Facility matures on April 19, 2031. The New Term A Facility and the New Term B Facility were borrowed in full on April 19, 2024 in U.S. dollars. Loans under the New Revolving Credit Facility may be borrowed, and letters of credit thereunder may be issued, in U.S. dollars or in certain foreign currencies. The New Credit Facilities replace in full 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. dollars) and the New Term A Facility bear interest at a rate per annum equal to, at the Company’s option, (i) a Term SOFR rate (with a 0% floor and SOFR adjustment of 0.10%) or (ii) a base rate (with a 0% floor), in each case, plus an applicable margin of 1.225% in the case of the Term SOFR rate and 0.225% in the case of the base rate, and (b) the New Revolving Credit Facility in currencies other than U.S. dollars bear interest at a rate per annum equal to the applicable reference rate for such currency (including any related adjustments), plus an applicable margin of 1.225%. The applicable margin is subject, in each case, to adjustment based on the Company’s consolidated leverage ratio from time to time.
Borrowings under the New Term B Facility, after giving effect to Amendment No. 15 to Syndicated Facility Agreement, bear interest at a rate per annum equal to, at 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. The borrowers’ obligations under the Credit Agreement are secured by a lien on substantially all of the Company’s assets and its Guarantors’ assets, subject to certain exceptions.
The Credit Agreement contains customary negative covenants that include, among other things, limitations on the ability of the Company and certain of its subsidiaries, subject to certain exceptions, to incur liens and debt, make investments, dispositions, and restricted payments, change the nature of their business, consummate mergers, consolidations and the sale of all or substantially all of their respective assets and transact with affiliates. The Company is also required to maintain a consolidated leverage ratio of less than or equal to 4.00 to 1.00 (subject to certain adjustments in connection with permitted acquisitions), tested on a quarterly basis (the “Financial Covenant”). The Financial Covenant does not apply to the New Term B Facility. As of December 31, 2025, the Company was in compliance with the covenants of the Credit Agreement.
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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, 2025 and September 30, 2025, letters of credit totaled $4.4 million and $4.4 million, respectively, under the Company’s New Revolving Credit Facility. As of December 31, 2025 and September 30, 2025, the Company had $1,495.6 million and $1,495.6 million, respectively, available under its New Revolving Credit Facility.
2027 Senior Notes
On February 21, 2017, the Company completed a private placement offering of $1,000,000,000 aggregate principal amount of its unsecured 5.125% Senior Notes due 2027 (the “2027 Senior Notes”). 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. In July 2025, the Company used a portion of the proceeds of the 2033 Senior Notes (defined below) to purchase $732,914,000 in principal amount of the 2027 Senior Notes that were validly tendered and not validly withdrawn at or prior to the expiration date of the tender offer for the 2027 Senior Notes. In August 2025, the Company redeemed the remaining 2027 Senior Notes with a portion of the proceeds of the 2033 Senior Notes. The purchase and redemption included an aggregate make-whole payment of $9.1 million.
2033 Senior Notes
On July 22, 2025, the Company completed an offering of $1,200,000,000 aggregate principal amount of its 6.000% Senior Notes due 2033 (the “2033 Senior Notes”). As of December 31, 2025, the estimated fair value of the 2033 Senior Notes was approximately $1,222.5 million. The fair value of the 2033 Senior Notes as of December 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 2033 Senior Notes.
Interest will be payable on the 2033 Senior Notes at a rate of 6.000% per annum. Interest on the 2033 Senior Notes will be payable semi-annually in arrears on February 1 and August 1 of each year, commencing on February 1, 2026. The 2033 Senior Notes will mature on August 1, 2033.
Prior to August 1, 2028, the Company may redeem all or part of the 2033 Senior Notes at a redemption price equal to 100% of the principal amount to be redeemed, plus a “make whole” premium as of the redemption date, and accrued and unpaid interest to, but excluding, the redemption date. In addition, prior to August 1, 2028, the Company may redeem up to 40% of the aggregate principal amount of the 2033 Senior Notes with proceeds from certain equity offerings at a redemption price equal to 106% of the principal amount to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Furthermore, at any time on or after August 1, 2028, the Company may redeem on one or more occasions all or part of the 2033 Senior Notes at the redemption prices set forth below, plus accrued and unpaid interest thereon to, but excluding, the redemption date, if redeemed during the 12-month period beginning on August 1 of each of the years indicated below:
Percentage
2028 ................................................................................................................... 103.000%
2029 ................................................................................................................... 101.500%
2030 and thereafter ................................................................................................ 100.000%
The indenture pursuant to which the 2033 Senior Notes were issued contains customary events of default, including, among other things, payment default, failure to provide certain notices thereunder and certain provisions related to bankruptcy events. The indenture also contains customary negative covenants.
The Company was in compliance with the covenants related to the 2033 Senior Notes as of December 31, 2025.
Other Debt and Other Items
Other debt consists primarily of obligations under capital leases and loans, and unsecured credit facilities. 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, 2025 and September 30, 2025, these outstanding standby letters of credit totaled $926.6 million and $899.4 million, respectively. As of December 31, 2025, the Company had $399.0 million available under these unsecured credit facilities.
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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, 2025 and 2024 was 5.3% and 5.2%, respectively.
Interest expense in the consolidated statements of operations included amortization of deferred debt issuance costs for the three months ended December 31, 2025 of $1.4 million, and for the three months ended December 31, 2024 of $1.4 million.
8. Derivative Financial Instruments and Fair Value Measurements
The Company uses interest rate derivative contracts to hedge interest rate exposures on the Company’s variable rate debt. The Company enters into foreign currency derivative contracts with financial institutions to reduce the risk that its cash flows and earnings will be adversely affected by foreign currency exchange rate fluctuations. The Company’s hedging program is not designated for trading or speculative purposes.
The Company recognizes derivative instruments as either assets or liabilities on the accompanying consolidated balance sheets at fair value. The Company records changes in the fair value (i.e., gains or losses) of the derivatives that have been designated as accounting hedges in the accompanying consolidated statements of operations as cost of revenue, interest expense or to accumulated other comprehensive loss in the accompanying consolidated balance sheets.
Cash Flow Hedges
The Company uses interest rate swap and interest rate cap agreements designated as cash flow hedges to limit exposure to variable interest rates on portions of the Company’s debt. The Company initially reports any gain on the effective portion of a cash flow hedge as a component of accumulated other comprehensive loss. Depending on the type of cash flow hedge, the gain is subsequently reclassified against interest expense when the interest expense on the variable rate debt is recognized. 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.
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, 2025
Notional Amount Currency |  | Notional Amount (in millions) |  | Fixed Rate |  | Effective Date |  | Expiration Date
USD |  | 400.0 |  | 1.283% |  | February 2023 |  | March 2028

September 30, 2025
Notional Amount Currency |  | Notional Amount (in millions) |  | Fixed Rate |  | Effective Date |  | Expiration Date
USD |  | 400.0 |  | 1.283% |  | February 2023 |  | 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. The Company pays a fixed rate of 1.283% and receives payment at the prevailing one-month SOFR.
In the third quarter of fiscal 2022, the Company purchased interest rate cap agreements with a notional value of $300.0 million to manage interest rate exposure of its variable rate loans. The caps became effective on June 30, 2022 and terminate in March 2028. The caps reduce the Company’s exposure to one-month SOFR. 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, 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.
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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 three months ended December 31, 2025 and 2024.
Fair Value Measurements
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).
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 $1.0 million and $5.0 million in other income in the first three months of fiscal 2026 and 2025, respectively, representing the increase in fair value of these investments.
In the fourth quarter of fiscal 2025, the Company issued contingent consideration in connection with the acquisition of a business, with a maximum value of $17.7 million. The contingent consideration is a liability that is measured at fair value with changes in fair value reported in other income. The contingent consideration is measured using Level 2 inputs, such as quoted market prices and volatilities. The Company recorded a gain of $4.1 million in other income in the first three months of fiscal 2026.
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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, 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
Interest rate contracts | Other current assets |  | $ | — |  |  | $ | 8.3 |  |  | $ | — |  |  | $ | 8.3 |
Interest rate contracts | Other non-current assets |  | — |  |  | 8.8 |  |  | — |  |  | 8.8 |
Interest rate contracts | Other current liabilities |  | — |  |  | (2.2) |  |  | — |  |  | (2.2) |
Interest rate contracts | Other long-term liabilities |  | — |  |  | (2.3) |  |  | — |  |  | (2.3) |
Credit facility investment | Other non-current assets |  | — |  |  | — |  |  | 23.0 |  |  | 23.0 |
Contingent Consideration | Other long-term liabilities |  | — |  |  | (3.4) |  |  | — |  |  | (3.4) |
Equity investment | Other non-current assets |  | 23.6 |  |  | — |  |  | — |  |  | 23.6 |
Total net assets at fair value |  | $ | 23.6 |  |  | $ | 9.2 |  |  | $ | 23.0 |  |  | $ | 55.8 |
| September 30, 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
Interest rate contracts | Other current assets |  | $ | — |  |  | $ | 9.0 |  |  | $ | — |  |  | $ | 9.0 |
Interest rate contracts | Other non-current assets |  | — |  |  | 10.0 |  |  | — |  |  | 10.0 |
Interest rate contracts | Other current liabilities |  | — |  |  | (1.8) |  |  | — |  |  | (1.8) |
Interest rate contracts | Other long-term liabilities |  | — |  |  | (2.8) |  |  | — |  |  | (2.8) |
Credit facility investment | Other non-current assets |  | — |  |  | — |  |  | 17.4 |  |  | 17.4 |
Contingent Consideration | Other long-term liabilities |  | — |  |  | (7.5) |  |  | — |  |  | (7.5) |
Equity investment | Other non-current assets |  | 21.9 |  |  | — |  |  | — |  |  | 21.9 |
Total net assets at fair value |  | $ | 21.9 |  |  | $ | 6.9 |  |  | $ | 17.4 |  |  | $ | 46.2 |

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, 2025
|  | Beginning Balance |  | Investment Gains/(Losses) |  | Interest Earned |  | Loans |  | Collections |  | Ending Balance
Credit facility investment including accrued interest | $ | 17.4 |  |  | (0.8) |  |  | 0.4 |  |  | 6.0 |  |  |  |  | $ | 23.0 |

9. Share-based Payments
The Company grants stock units to employees under its Performance Earnings Program (PEP), whereby units are earned and issued dependent upon meeting established cumulative performance objectives and vest over a three-year service period. Additionally, the Company issues restricted stock units to employees and directors which are earned based on service conditions. 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.
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Restricted stock units and PEP unit activity for the three months ended December 31 was as follows:

| 2025 |  | 2024
| Restricted Stock Units |  | Weighted Average Grant-Date Fair Value |  | PEP Units |  | Weighted Average Grant-Date Fair Value |  | Restricted Stock Units |  | Weighted Average Grant-Date Fair Value |  | PEP Units |  | Weighted Average Grant-Date Fair Value
| (in millions) |  |  |  | (in millions) |  |  |  | (in millions) |  |  |  | (in millions) |  |
Outstanding at September 30, | 0.7 |  | $ | 95.64 |  |  | 0.6 |  | $ | 109.74 |  |  | 0.8 |  | $ | 83.96 |  |  | 0.7 |  | $ | 95.38 |
Granted | 0.3 |  | $ | 97.98 |  |  | 0.3 |  | $ | 90.09 |  |  | 0.2 |  | $ | 111.45 |  |  | 0.2 |  | $ | 129.50 |
PEP units earned | — |  | $ | — |  |  | 0.1 |  | $ | 94.82 |  |  | — |  | $ | — |  |  | 0.1 |  | $ | 85.46 |
Vested | (0.2) |  | $ | 83.30 |  |  | (0.3) |  | $ | 94.82 |  |  | (0.2) |  |  | $ | 74.63 |  |  | (0.3) |  |  | $ | 85.46 |
Cancelled | 0.0 |  | $ | 86.63 |  |  | 0.0 |  | $ | 105.03 |  |  | 0.0 |  | $ | 84.14 |  |  | 0.0 |  | $ | 104.43 |
Outstanding at December 31, | 0.8 |  | $ | 99.99 |  |  | 0.7 |  | $ | 106.74 |  |  | 0.8 |  | $ | 95.45 |  |  | 0.7 |  | $ | 109.68 |

Total compensation expense related to these share-based payments including stock options was $16.0 million and $16.8 million during the three months ended December 31, 2025 and 2024, respectively. Unrecognized compensation expense related to total share-based payments outstanding as of December 31, 2025 and September 30, 2025 was $143.8 million and $106.7 million, respectively, to be recognized on a straight-line basis over the awards’ respective vesting periods which are generally three years.
10. Income Taxes
The Company’s effective tax rate was 19.7% and 13.4% for the three months ended December 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, 2025 were a tax benefit of $15.1 million related to income tax credits and incentives, and tax expense of $13.2 million related to foreign residual income. All these items 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, 2024 were a tax benefit of $20.1 million related to deferred tax assets recognized due to legal entity restructuring, a 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.
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.
The Company is utilizing the annual effective tax rate method under ASC 740 to compute its interim tax provision. 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. These proposed changes could have a material impact on the Company’s income tax expense and deferred tax balances.
The Company is currently under tax audit in several jurisdictions including the U.S. where its federal income tax returns for fiscal 2017 through 2020 are being examined by the IRS. Disputes can arise with tax authorities involving issues related to the timing of deductions, the calculation and use of credits, and the taxation of income in various tax jurisdictions because of differing interpretations or application of tax laws, regulations, and relevant facts. The IRS is currently auditing certain tax credits and the methodology for calculating the credits. The Company will continue to monitor developments related to the examination and will adjust the reserve as necessary based on changes in facts and circumstances, including the resolution of the audit.
Generally, the Company does not provide for U.S. taxes or foreign withholding taxes on gross book-tax differences in its non-U.S. subsidiaries because such basis differences of approximately $1.1 billion are able to and
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intended to be reinvested indefinitely. If these basis differences were distributed, foreign tax credits could become available under current law to partially or fully reduce the resulting U.S. income tax liability. There may also be additional U.S. or foreign income tax liability upon repatriation, although the calculation of such additional taxes is not practicable.
11. Earnings Per Share
Basic earnings per share (EPS) excludes dilution and is computed by dividing net income attributable to AECOM by the weighted average number of common shares outstanding for the period. Diluted EPS is computed by dividing net income attributable to AECOM by the weighted average number of common shares outstanding and potential common shares for the period. The Company includes as potential common shares the weighted average dilutive effects of equity awards using the treasury stock method. For the three months ended December 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 |  |
| December 31, 2025 |  | December 31, 2024 |  |  |  |
| (in millions)
Denominator for basic earnings per share | 130.9 |  | 132.5 |  |  |  |
Potential common shares | 1.1 |  | 1.1 |  |  |  |
Denominator for diluted earnings per share | 132.0 |  | 133.6 |  |  |  |

12. Leases
The Company and its subsidiaries are lessees in non-cancelable leasing agreements for office buildings and equipment. Substantially all of the Company’s office building leases are operating leases, and its equipment leases are both operating and finance leases. The Company groups lease and non-lease components for its equipment leases into a single lease component but separates lease and non-lease components for its office building leases.
The Company recognizes a right-of-use asset and lease liability for its operating leases at the commencement date equal to the present value of the contractual minimum lease payments over the lease term. The present value is calculated using the rate implicit in the lease, if known, or the Company’s incremental secured borrowing rate. The discount rate used for operating leases is primarily determined based on an analysis of the Company’s incremental secured borrowing rate, while the discount rate used for finance leases is primarily determined by the rate specified in the lease.
The related lease payments are expensed on a straight-line basis over the lease term, including, as applicable, any free-rent period during which the Company has the right to use the asset. For leases with renewal options where the renewal is reasonably assured, the lease term, including the renewal period, is used to determine the appropriate lease classification and to compute periodic rental expense. Leases with initial terms shorter than 12 months are not recognized on the balance sheet, and lease expense is recognized on a straight-line basis.
The components of lease expenses are as follows:

| Three Months Ended |  |
| December 31, 2025 |  | December 31, 2024 |  |  |  |
| (in millions)
Operating lease cost | $ | 36.9 |  |  | $ | 36.9 |  |  |  |  |
Finance lease cost: |  |  |  |  |  |  |
Amortization of right-of-use assets | 8.9 |  |  | 8.1 |  |  |  |  |
Interest on lease liabilities | 1.0 |  |  | 0.9 |  |  |  |  |
Variable lease cost | 8.3 |  |  | 8.2 |  |  |  |  |
Total lease cost | $ | 55.1 |  |  | $ | 54.1 |  |  |  |  |

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Additional balance sheet information related to leases is as follows:

|  |  |  | As of |  | As of
(in millions except as noted) |  | Balance Sheet Classification |  | December 31, 2025 |  | September 30, 2025
Assets: |  |  |  |  |  |
Operating lease assets |  | Operating lease right-of-use assets |  | $ | 448.4 |  |  | $ | 463.5 |
Finance lease assets |  | Property and equipment – net |  | 71.5 |  |  | 74.4 |
Total lease assets |  |  |  | $ | 519.9 |  |  | $ | 537.9 |
Liabilities: |  |  |  |  |  |
Current: |  |  |  |  |  |
Operating lease liabilities |  | Accrued expenses and other current liabilities |  | $ | 129.4 |  |  | $ | 132.4 |
Finance lease liabilities |  | Current portion of long-term debt |  | 32.3 |  |  | 31.9 |
Total current lease liabilities |  |  |  | 161.7 |  |  | 164.3 |
Non-current: |  |  |  |  |  |
Operating lease liabilities |  | Operating lease liabilities, noncurrent |  | 498.4 |  |  | 516.0 |
Finance lease liabilities |  | Long-term debt |  | 41.2 |  |  | 44.3 |
Total non-current lease liabilities |  |  |  | $ | 539.6 |  |  | $ | 560.3 |

| As of |  | As of |
| December 31, 2025 |  | September 30, 2025 |
Weighted average remaining lease term (in years): |  |  |  |
Operating leases | 5.9 |  | 6.1 |
Finance leases | 2.6 |  | 2.7 |
Weighted average discount rates: |  |  |  |
Operating leases | 5.3 | % |  | 5.2 | % |
Finance leases | 4.8 | % |  | 4.8 | % |

Additional cash flow information related to leases is as follows:

| Three Months Ended
| December 31, 2025 |  | December 31, 2024
| (in millions)
Cash paid for amounts included in the measurement of lease liabilities: |  |  |
Operating cash flows from operating leases | $ | 43.1 |  |  | $ | 41.9 |
Operating cash flows from finance leases | 1.0 |  |  | 0.9 |
Financing cash flows from finance leases | 8.6 |  |  | 7.5 |
Right-of-use assets obtained in exchange for new operating leases | 12.4 |  |  | 21.6 |
Right-of-use assets obtained in exchange for new finance leases | 5.7 |  |  | 17.9 |

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

|  | Operating Leases |  | Finance Leases
Fiscal Year |  | (in millions)
2026 (nine months remaining) |  | $ | 123.3 |  |  | $ | 26.9 |
2027 |  | 139.5 |  |  | 27.8 |
2028 |  | 121.2 |  |  | 17.6 |
2029 |  | 99.9 |  |  | 6.1 |
2030 |  | 76.8 |  |  | 0.2 |
Thereafter |  | 176.7 |  |  | — |
Total lease payments |  | $ | 737.4 |  |  | $ | 78.6 |
Less: Amounts representing interest |  | $ | (109.6) |  |  | $ | (5.1) |
Total lease liabilities |  | $ | 627.8 |  |  | $ | 73.5 |

13. Other Financial Information
Accrued expenses and other current liabilities consist of the following:

| December 31, 2025 |  | September 30, 2025
| (in millions)
Accrued salaries and benefits | $ | 566.2 |  |  | $ | 727.0 |
Accrued contract costs | 1,479.2 |  |  | 1,419.0 |
Other accrued expenses | 359.2 |  |  | 344.5 |
Total | $ | 2,404.6 |  |  | $ | 2,490.5 |

Accrued contract costs above include balances related to professional liability accruals of $883.2 million and $893.7 million as of December 31, 2025 and September 30, 2025, 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, 2025 and September 30, 2025. 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, 2025 and 2024. During the first three months of fiscal 2026 the Company incurred restructuring and acquisition expenses of $27.9 million, including personnel and other costs of $26.3 million and real estate costs of $1.6 million, of which $15.0 million was accrued and unpaid at December 31, 2025. During the first three months of fiscal 2025, the Company did not initiate any new transformational restructuring activities.
On November 18, 2025, the Company’s Board of Directors declared a quarterly cash dividend of $0.31 per share, which was paid on January 23, 2026 to stockholders of record as of the close of business on January 7, 2026. As of December 31, 2025, accrued and unpaid dividends totaled $42.6 million and were classified within other accrued expenses on the consolidated balance sheet.
14. Reclassifications out of Accumulated Other Comprehensive Loss
The accumulated balances and reporting period activities for the three months ended December 31, 2025 and 2024 related to reclassifications out of accumulated other comprehensive loss are summarized as follows (in millions):

| Pension Related Adjustments |  | Foreign Currency Translation Adjustments |  | Gain/(Loss) on Derivative Instruments |  | Accumulated Other Comprehensive Loss
Balances at September 30, 2025 | $ | (251.4) |  |  | $ | (652.4) |  |  | $ | 10.8 |  |  | $ | (893.0) |
Other comprehensive (loss) income before reclassification | 0.4 |  |  | 5.3 |  |  | 0.5 |  |  | 6.2 |
Amounts reclassified from accumulated other comprehensive (loss) income | 0.6 |  |  |  |  | (1.8) |  |  | (1.2) |
Balances at December 31, 2025 | $ | (250.4) |  |  | $ | (647.1) |  |  | $ | 9.5 |  |  | $ | (888.0) |

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| Pension Related Adjustments |  | Foreign Currency Translation Adjustments |  | Gain/(Loss) on Derivative Instruments |  | Accumulated Other Comprehensive Loss
Balances at September 30, 2024 | $ | (252.0) |  |  | $ | (646.5) |  |  | $ | 15.8 |  |  | $ | (882.7) |
Other comprehensive (loss) income before reclassification | 13.8 |  |  | (105.5) |  |  | 11.9 |  |  | (79.8) |
Amounts reclassified from accumulated other comprehensive (loss) income | 0.5 |  |  | — |  |  | (2.8) |  |  | (2.3) |
Balances at December 31, 2024 | $ | (237.7) |  |  | $ | (752.0) |  |  | $ | 24.9 |  |  | $ | (964.8) |

15. Commitments and Contingencies
The Company records amounts representing its probable estimated liabilities relating to claims, guarantees, litigation, audits and investigations. The Company relies in part on qualified actuaries to assist it in determining the level of reserves to establish for insurance-related claims that are known and have been asserted against it, and for insurance-related claims that are believed to have been incurred based on actuarial analysis, but have not yet been reported to the Company’s claims administrators as of the respective balance sheet dates. The Company includes any adjustments to such insurance reserves in its consolidated results of operations. The Company’s reasonably possible loss disclosures are presented on a gross basis prior to the consideration of insurance recoveries. The Company does not record gain contingencies until they are realized. In the ordinary course of business, the Company may not be aware that it or its affiliates are under investigation and may not be aware of whether or not a known investigation has been concluded.
In the ordinary course of business, the Company may enter into various arrangements providing financial or performance assurance to clients, lenders, or partners. Such arrangements include standby letters of credit, surety bonds, and corporate guarantees to support the creditworthiness or the project execution commitments of its affiliates, partnerships and joint ventures. 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, 2025 and September 30, 2025, these outstanding standby letters of credit totaled $926.6 million and $899.4 million, respectively. As of December 31, 2025, the Company had $399.0 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. The Company may also guarantee that a project, when complete, will achieve specified performance standards. 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. 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, 2025, the Company was contingently liable in the amount of approximately $931.0 million in issued standby letters of credit and $6.3 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. These agreements are entered into primarily to support the project execution commitments of these entities.
The Company’s investment adviser jointly manages and sponsors the AECOM-Canyon Equity Fund, L.P. (the “Fund”), in which the Company indirectly holds an equity interest and has an ongoing capital commitment to fund investments. At December 31, 2025, the Company has capital commitments of $5.1 million to the Fund over the next 3 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.
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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 March 2028.
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16. Reportable Segments
The Company manages its operations under three reportable segments according to their geographic regions and business activities. In identifying its reportable segments, the Company considered the financial information provided to its chief operating decision maker (CODM), who is the chief executive officer. The financial data is organized by geographic region and global business lines. The CODM uses this information to allocate resources and assess the performance of the segments primarily based on revenue less pass-through revenue and attributable earnings before interest, tax, and amortization expense along with forecasts, market activity, and other non-financial information. Information provided to the CODM for purposes of making operating decisions and evaluating segment performance excludes asset-related information. After considering various factors, including the development and utilization of financial data to the CODM, the Company concluded that identifying its operating segments by geography was consistent with the objectives of ASC 280-10. Certain operating segments have been aggregated based on similar characteristics, including long-term financial performance, the nature of services provided, internal process for delivering those services, and types of customers, to arrive at the Company’s reportable segments. The Company’s Americas reportable segment provides planning, consulting, architectural and engineering design services, and construction management services to public and private clients in the United States, Canada, and Latin America and is comprised of the Design and Consulting Services Americas and Construction Management operating segments. The Company’s International reportable segment provides similar professional services to public and private clients in Europe and India, the Middle East and Africa, Asia, and Australia and New Zealand and is comprised of the operating segments in those geographic regions. The Company’s AECOM Capital (ACAP) operating segment is its own reportable segment and primarily invests in and develops real estate projects. Certain expenses that are determined to be related to the Company as a whole are not deemed to be part of an operating segment but are reported within Corporate.
The following tables set forth summarized financial information concerning the Company’s reportable segments:

Reportable Segments: |  | Americas |  | International |  | AECOM Capital |  | Total
|  | ($ in millions)
Three Months Ended December 31, 2025: |  |  |  |  |  |  |  |
Revenue |  | $ | 2,977.3 |  |  | $ | 853.5 |  |  | $ | — |  |  | $ | 3,830.8 |
Subcontractor and other direct costs |  | (1,862.6) |  |  | (117.3) |  |  | — |  |  | (1,979.9) |
Employee compensation expense |  | (756.0) |  |  | (567.1) |  |  | — |  |  | (1,323.1) |
Equity in earnings of joint ventures |  | 4.5 |  |  | 4.6 |  |  | 0.7 |  |  | 9.8 |
Other segment items |  | (155.6) |  |  | (92.1) |  |  | (1.8) |  |  | (249.5) |
Earnings before income taxes and amortization |  | $ | 207.6 |  |  | $ | 81.6 |  |  | $ | (1.1) |  |  | $ | 288.1 |
Three Months Ended December 31, 2024: |  |  |  |  |  |  |  |
Revenue |  | $ | 3,112.0 |  |  | $ | 902.0 |  |  | $ | 0.2 |  |  | $ | 4,014.2 |
Subcontractor and other direct costs |  | (2,061.0) |  |  | (151.8) |  |  | — |  |  | (2,212.8) |
Employee compensation expense |  | (708.4) |  |  | (566.8) |  |  | — |  |  | (1,275.2) |
Equity in earnings of joint ventures |  | 5.5 |  |  | 2.9 |  |  | 1.2 |  |  | 9.6 |
Other segment items |  | (154.6) |  |  | (108.9) |  |  | (2.4) |  |  | (265.9) |
Earnings before income taxes and amortization |  | $ | 193.5 |  |  | $ | 77.4 |  |  | $ | (1.0) |  |  | $ | 269.9 |

Other segment items include rent expenses, depreciation, nonoperating income, and deduction for earnings attributable to noncontrolling interests as well as other costs. The table below reconciles total segment attributable earnings before taxes and amortization to income from continuing operations before taxes:
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|  | Three Months Ended
|  | December 31 2025 |  | December 31 2024
Total segment attributable earnings before taxes and amortization |  | $ | 288.1 |  |  | $ | 269.9 |
General and administrative expenses |  | (39.1) |  |  | (38.1) |
Restructuring and acquisition costs |  | (27.9) |  |  | — |
Other income |  | 4.0 |  |  | 3.7 |
Interest income |  | 13.7 |  |  | 16.6 |
Interest expense |  | (45.3) |  |  | (43.0) |
Amortization expense |  | (12.9) |  |  | (1.1) |
Income attributable to noncontrolling interests from continuing operations |  | 17.7 |  |  | 10.0 |
Income from continuing operations before taxes |  | $ | 198.3 |  |  | $ | 218.0 |

Reportable Segments: |  | Americas |  | International |  | AECOM Capital |  | Corporate and Assets Held for Sale |  | Total
|  | (In millions)
As of December 31, 2025: |  |  |  |  |  |  |  |  |  |
Total assets |  | $ | 7,797.6 |  |  | $ | 2,816.4 |  |  | $ | 35.1 |  |  | $ | 1,290.9 |  |  | $ | 11,940.0 |
Investments in unconsolidated joint ventures |  | 49.3 |  |  | 63.8 |  |  | 33.4 |  |  | — |  |  | 146.5 |
Three Months Ended December 31, 2025: |  |  |  |  |  |  |  |  |  |
Capital expenditures |  | 15.4 |  |  | 12.2 |  |  | — |  |  | 0.4 |  |  | 28.0 |
Depreciation and amortization |  | $ | (39.2) |  |  | $ | (10.5) |  |  | $ | — |  |  | $ | (2.3) |  |  | $ | (52.0) |
As of September 30, 2025: |  |  |  |  |  |  |  |  |  |
Total assets |  | $ | 7,866.9 |  |  | $ | 2,702.9 |  |  | $ | 41.6 |  |  | $ | 1,588.8 |  |  | $ | 12,200.2 |
Investment in unconsolidated joint ventures |  | 44.0 |  |  | 56.6 |  |  | 37.5 |  |  | — |  |  | 138.1 |
Three Months Ended December 31, 2024: |  |  |  |  |  |  |  |  |  |
Capital expenditures |  | 36.0 |  |  | 17.6 |  |  | — |  |  | 1.2 |  |  | 54.8 |
Depreciation and amortization |  | $ | (23.3) |  |  | $ | (16.8) |  |  | $ | — |  |  | $ | (2.2) |  |  | $ | (42.3) |

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Item 2. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations
Forward-Looking Statements
This Quarterly Report contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that are not limited to historical facts, but reflect the Company’s current beliefs, expectations or intentions regarding future events. These statements include forward-looking statements with respect to the Company, including the Company’s business, operations and strategy, and infrastructure consulting industry. Statements that are not historical facts, without limitation, including statements that use terms such as “anticipates,” “believes,” “expects,” “estimates,” “intends,” “may,” “plans,” “potential,” “projects,” and “will” and that relate to our future revenues, expenditures and business trends; future reduction of our self-perform at-risk construction exposure; future accounting estimates; future contractual performance obligations; future conversions of backlog; future capital allocation priorities, including common stock repurchases, future trade receivables, future debt pay downs; future post-retirement expenses; future tax benefits and expenses, and the impact of future tax laws; future compliance with regulations; future legal claims and insurance coverage; future effectiveness of our disclosure and internal controls over financial reporting; future costs savings; and other future economic and industry conditions, are forward-looking statements. In light of the risks and uncertainties inherent in all forward-looking statements, the inclusion of such statements in this Quarterly Report should not be considered as a representation by us or any other person that our objectives or plans will be achieved. Although management believes that the assumptions underlying the forward-looking statements are reasonable, these assumptions and the forward-looking statements are subject to various factors, risks and uncertainties, many of which are beyond our control, including, but not limited to, our business is cyclical and vulnerable to economic downturns and client spending reductions; government shutdowns; changes in administration or other funding directives and circumstances that cause governmental agencies to modify, curtail or terminate our contracts; government contracts are subject to audits and adjustments of contractual terms; long-term government contracts are subject to uncertainties related to government contract appropriations; losses under fixed-price contracts; limited control over operations run through our joint venture entities; liability for misconduct by our employees or consultants; changes in government laws, regulations and policies, including failure to comply with laws or regulations applicable to our business; maintaining adequate surety and financial capacity; potential high leverage and inability to service our debt and guarantees; our capital allocation strategy, including our ability to continue payment of dividends and repurchase stock; exposure to political and economic risks in different countries, including tariffs and trade policies, geopolitical events, and conflicts; inflation, currency exchange rates and interest rate fluctuations; changes in capital markets and stock market volatility; retaining and recruiting key technical and management personnel; legal claims and litigation; inadequate insurance coverage; environmental law compliance and inadequate nuclear indemnification; unexpected adjustments and cancellations related to our backlog; partners and third parties who may fail to satisfy their legal obligations; managing pension costs; AECOM Capital’s real estate development; cybersecurity issues, IT outages and data privacy; risks associated with the benefits and costs of the sale of our Management Services and self-perform at-risk civil infrastructure, power construction, and oil and gas construction businesses, including the risk that any purchase adjustments from those transactions could be unfavorable and any future proceeds owed to us as part of the transactions could be lower than we expect; risks associated with our strategic initiatives, including AI investments and potential acquisitions and divestitures, as well as other additional risks and factors discussed in this Quarterly Report on Form 10‑Q and any subsequent reports we file with the SEC. Accordingly, actual results could differ materially from those contemplated by any forward-looking statement.
All subsequent written and oral forward-looking statements concerning the Company or other matters attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. You are cautioned not to place undue reliance on these forward-looking statements, which speak only to the date they are made. The Company is under no obligation (and expressly disclaims any such obligation) to update or revise any forward-looking statement that may be made from time to time, whether as a result of new information, future developments or otherwise. Please review “Part II, Item 1A—Risk Factors” in this Quarterly Report for a discussion of the factors, risks and uncertainties that could affect our future results.
Overview
We are a leading global provider of professional infrastructure consulting and advisory services for governments, businesses and organizations throughout the world. We provide advisory, planning, consulting, architectural and engineering design, construction and program management services, and investment and development services to public and private clients worldwide in major end markets such as transportation, facilities, water, environmental, and energy.
Our business focuses primarily on providing fee-based knowledge-based services. We primarily derive income from our ability to generate revenue and collect cash from our clients through the billing of our employees’ time spent on client projects and our ability to manage our costs. AECOM Capital primarily derives its income from real estate development sales and management fees.
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We report our continuing business through three segments, each of which is described in further detail below: Americas, International, and AECOM Capital (ACAP). Such segments are organized by the differing specialized needs of the respective clients and how we manage the business. We have aggregated various operating segments into our reportable segments based on their similar characteristics, including similar long-term financial performance, the nature of services provided, internal processes for delivering those services, and types of customers.
•Americas: Planning, advisory, consulting, architectural and engineering design, construction management and program management services to public and private clients in the United States, Canada, and Latin America in major end markets such as transportation, water, government, facilities, environmental, and energy. As previously announced, the strategic review of our construction management business has been completed, and we intend to continue to own and operate the business.
•International: Planning, advisory, consulting, architectural and engineering design services, site supervision and program management to public and private clients in Europe, the Middle East, India, Africa and the Asia-Australia-Pacific regions in major end markets such as transportation, water, government, facilities, environmental, and energy.
•AECOM Capital (ACAP): Primarily invests in and develops real estate projects.
Our revenue is dependent on our ability to attract and retain qualified and productive employees, identify business opportunities, allocate our labor resources and capital to profitable and high growth markets, secure new contracts, and renew existing client agreements. Demand for our services may be vulnerable to sudden economic downturns and reductions in government and private industry spending, which may result in clients delaying, curtailing or canceling proposed and existing projects. Moreover, as a professional services company, maintaining the high quality of the work generated by our employees is integral to our revenue generation and profitability. Given the global nature of our business, our revenue is exposed to currency rate fluctuations that could change from period to period and year to year.
Our costs consist primarily of the compensation we pay to our employees, including salaries, fringe benefits, the costs of hiring subcontractors, other project-related expenses and sales, general and administrative costs.
At December 31, 2025, we had approximately $336 million remaining of the Board’s stock repurchase authorization. On February 4, 2026, the Board approved an increase in our stock repurchase authorization to $1.0 billion. We intend to deploy future available cash towards dividends and stock repurchases consistent with our returns driven capital allocation policy.
We have exited substantially all of our self-perform at-risk construction businesses. As part of our ongoing plan to improve profitability and maintain a reduced risk profile, we continuously evaluate our business portfolio.
We completed a transaction that transitioned the AECOM Capital team to a new third-party platform in the third quarter of fiscal 2024. Members of the legacy team continue to support AECOM Capital's investment vehicles pursuant to certain advisory agreements in a manner consistent with their historical responsibilities.
There were two business acquisitions consummated during the year ended September 30, 2025. The Company accounted for these acquisitions as business combinations and preliminarily estimated the amount of identifiable assets and the results of operations of the acquired companies have been included in our consolidated results since the dates of acquisition. Those results of operations were not material to our consolidated results. The initial accounting for these acquisitions is not complete as of December 31, 2025 as the Company continues to assess the value of the tax liabilities and the acquired intellectual property, including digital assets.
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Results of Operations
Three months ended December 31, 2025 compared to the three months ended December 31, 2024
Consolidated Results

| Three Months Ended |  |
| December 31, 2025 |  | December 31, 2024 |  | Changes |  |  |  |  |  |
|  |  | $ |  | % |  |  |  |  |  |
| ($ in millions)
Revenue | $ | 3,830.8 |  | $ | 4,014.2 |  | $ | (183.4) |  | (4.6) | % |  |  |  |  |  |  |  |
Cost of revenue | 3,549.8 |  | 3,745.8 |  | (196.0) |  | (5.2) |  |  |  |  |  |  |  |  |
Gross profit | 281.0 |  | 268.4 |  | 12.6 |  | 4.7 |  |  |  |  |  |  |  |  |
Equity in earnings of joint ventures | 9.8 |  | 9.6 |  | 0.2 |  | 2.1 |  |  |  |  |  |  |  |  |
General and administrative expenses | (40.9) |  | (40.5) |  | (0.4) |  | 1.0 |  |  |  |  |  |  |  |  |
Restructuring and acquisition costs | (27.9) |  | — |  | (27.9) |  | — |  |  |  |  |  |  |  |  |
Income from operations | 222.0 |  | 237.5 |  | (15.5) |  | (6.5) |  |  |  |  |  |  |  |  |
Other income | 7.9 |  | 6.9 |  | 1.0 |  | 14.5 |  |  |  |  |  |  |  |  |
Interest income | 13.7 |  | 16.6 |  | (2.9) |  | (17.5) |  |  |  |  |  |  |  |  |
Interest expense | (45.3) |  | (43.0) |  | (2.3) |  | 5.3 |  |  |  |  |  |  |  |  |
Income from continuing operations before taxes | 198.3 |  | 218.0 |  | (19.7) |  | (9.0) |  |  |  |  |  |  |  |  |
Income tax expense for continuing operations | 39.0 |  | 29.3 |  | 9.7 |  | 33.1 |  |  |  |  |  |  |  |  |
Net income from continuing operations | 159.3 |  | 188.7 |  | (29.4) |  | (15.6) |  |  |  |  |  |  |  |  |
Net loss from discontinued operations | (65.9) |  | (9.6) |  | (56.3) |  | 586.5 |  |  |  |  |  |  |  |  |
Net income | 93.4 |  | 179.1 |  | (85.7) |  | (47.9) |  |  |  |  |  |  |  |  |
Net income attributable to noncontrolling interests from continuing operations | (18.9) |  | (11.3) |  | (7.6) |  | 67.3 |  |  |  |  |  |  |  |  |
Net income attributable to noncontrolling interests from discontinued operations | — |  | (0.8) |  | 0.8 |  | (100.0) |  |  |  |  |  |  |  |  |
Net income attributable to noncontrolling interests | (18.9) |  | (12.1) |  | (6.8) |  | 56.2 |  |  |  |  |  |  |  |  |
Net income attributable to AECOM from continuing operations | 140.4 |  | 177.4 |  | (37.0) |  | (20.9) |  |  |  |  |  |  |  |  |
Net loss attributable to AECOM from discontinued operations | (65.9) |  | (10.4) |  | (55.5) |  | 533.7 |  |  |  |  |  |  |  |  |
Net income attributable to AECOM | $ | 74.5 |  | $ | 167.0 |  | $ | (92.5) |  | (55.4) | % |  |  |  |  |  |  |  |

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

| Three Months Ended |  |
| December 31, 2025 |  | December 31, 2024 |  |  |  |
Revenue | 100.0 | % |  | 100.0 | % |  |  |  |
Cost of revenue | 92.7 |  |  | 93.3 |  |  |  |  |
Gross profit | 7.3 |  |  | 6.7 |  |  |  |  |
Equity in earnings of joint ventures | 0.3 |  |  | 0.2 |  |  |  |  |
General and administrative expenses | (1.1) |  |  | (1.0) |  |  |  |  |
Restructuring and acquisition costs | (0.7) |  |  | 0.0 |  |  |  |  |
Income from operations | 5.8 |  |  | 5.9 |  |  |  |  |
Other income | 0.2 |  |  | 0.2 |  |  |  |  |
Interest income | 0.4 |  |  | 0.4 |  |  |  |  |
Interest expense | (1.2) |  |  | (1.1) |  |  |  |  |
Income from continuing operations before taxes | 5.2 |  |  | 5.4 |  |  |  |  |
Income tax expense for continuing operations | 1.0 |  |  | 0.7 |  |  |  |  |
Net income from continuing operations | 4.2 |  |  | 4.7 |  |  |  |  |
Net loss from discontinued operations | (1.8) |  |  | (0.2) |  |  |  |  |
Net income | 2.4 |  |  | 4.5 |  |  |  |  |
Net income attributable to noncontrolling interests from continuing operations | (0.5) |  |  | (0.3) |  |  |  |  |
Net income attributable to noncontrolling interests from discontinued operations | 0.0 |  |  | 0.0 |  |  |  |  |
Net income attributable to noncontrolling interests | (0.5) |  |  | (0.3) |  |  |  |  |
Net income attributable to AECOM from continuing operations | 3.7 |  |  | 4.4 |  |  |  |  |
Net loss attributable to AECOM from discontinued operations | (1.8) |  |  | (0.2) |  |  |  |  |
Net income attributable to AECOM | 1.9 | % |  | 4.2 | % |  |  |  |

Revenue
Our revenue for the three months ended December 31, 2025 decreased $183.4 million, or 4.6%, to $3,830.8 million as compared to $4,014.2 million for the corresponding period last year. Revenue for the three months ended December 31, 2025 was lower by approximately 3 percentage points due to fewer working days compared to the same period in the prior year.
The Company's portion of revenue excluding pass-through revenue attributable to subcontractors increased for the three-month periods ended December 31, 2025. Underlying revenue excluding pass-through revenues increased across most of our end markets as a result of increased investment by large, publicly financed, global programs with infrastructure incentive and spending including including the Infrastructure Investment and Jobs Act and the One Big Beautiful Bill Act in the U.S. and similar large programs in our largest end markets globally. Additionally, a clear trend emerging globally across our markets is the rapid acceleration in national defense spending, and this is contributing to our revenue growth as well as driving growth in our backlog and pipeline of opportunities. Our Water end market has been benefiting from increased investment to address drought, flooding, emerging contaminant remediation, water storage, and clean and safe drinking water. Our Transportation end market has been benefiting from incremental investments across the globe to modernize transportation infrastructure and address growth and urbanization trends, while our Environment end market has been benefiting from infrastructure that requires permitting, compliance, and remediation as well as investments in energy. Our Facilities end market has been benefiting from positive public sector investment, trends in asset maintenance and repositioning as well as demand for modern, efficient facilities. The quantification of the impact of these trends by end market is noted within our Americas and International reportable segments discussion below, where applicable, and represents substantially all of our revenue change.
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In the course of providing our services, we routinely subcontract for services and incur other direct costs on behalf of our clients. These costs are passed through to clients and, in accordance with industry practice and GAAP, are included in our revenue and cost of revenue. Because these pass-through revenues can change significantly from project to project and period to period, changes in revenue may not be indicative of business trends. Pass-through revenues for the quarters ended December 31, 2025 and 2024 were $2.0 billion and $2.2 billion, respectively. Pass-through revenue as a percentage of total revenue was 52% and 55% during the three months ended December 31, 2025 and 2024, respectively.
Cost of Revenue
Our cost of revenue decreased to $3,549.8 million for the three months ended December 31, 2025 compared to $3,745.8 million for the corresponding period last year, a decrease of $196.0 million, or 5.2%.
Substantially all of the change in our cost of revenue for the three months ended December 31, 2025 occurred in our Americas and International reportable segments, which is discussed in more detail below.
Gross Profit
Our gross profit for the three months ended December 31, 2025 increased $12.6 million, or 4.7%, to $281.0 million as compared to $268.4 million for the corresponding period last year. For the three months ended December 31, 2025, gross profit, as a percentage of revenue, increased to 7.3% from 6.7% in the corresponding period last year.
Gross profit changes were due to the reasons noted in our Americas and International reportable segments below.
Equity in Earnings of Joint Ventures
Our equity in earnings of joint ventures for the three months ended December 31, 2025 was $9.8 million as compared to $9.6 million in the corresponding period last year.
General and Administrative Expenses
Our general and administrative expenses for the three months ended December 31, 2025 increased $0.4 million, or 1.0%, to $40.9 million as compared to $40.5 million for the corresponding period last year. For the three months ended December 31, 2025, general and administrative expenses, as a percentage of revenue, increased to 1.1% from 1.0% in the corresponding period last year.
Restructuring and Acquisition Costs
Restructuring and acquisition costs are comprised of personnel costs, real estate costs, and costs associated with business acquisitions and exits. During the three months ended December 31, 2025, we incurred total restructuring and acquisition costs of $27.9 million, primarily related to actions taken for acquisitions and optimizing our organization structure. No new restructuring costs were incurred during the three months ended December 31, 2024.
Other Income
Our other income for the three months ended December 31, 2025 was $7.9 million compared to $6.9 million for the corresponding period last year.
The increase in other income for the three months ended December 31, 2025 was primarily due to the increase in fair value of our investments measured at fair value.
Interest Income
Our interest income for the three months ended December 31, 2025 decreased to $13.7 million from $16.6 million for the corresponding period last year.
The decrease in interest income for the three months ended December 31, 2025 was primarily due to a decrease in our interest-bearing assets.
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Interest Expense
Our interest expense for the three months ended December 31, 2025 was $45.3 million as compared to $43.0 million for the corresponding period last year.
The increase in interest expense for the three months ended December 31, 2025 was primarily due to an increase in our interest-bearing liabilities.
Income Tax Expense
Our income tax expense for the three months ended December 31, 2025 was $39.0 million as compared to $29.3 million in the corresponding period last year. The increase in tax expense for the current period compared to the corresponding period last year was due primarily to a tax benefit of $20.1 million recognized in the first quarter of fiscal 2025 related to deferred tax assets, partially offset by the tax impact of a decrease in pre-tax income of $19.6 million, tax benefit of $3.1 million related to return to provision adjustments, and a reduction in tax expense of $2.6 million related to state income taxes.
During the first quarter of fiscal 2025, we recognized deferred tax assets of $20.1 million related to legal entity restructuring. The restructuring resulted in the recognition of deferred tax assets related to tax attributes that are expected to be utilized against future taxable income.
Net Loss From Discontinued Operations
During the first quarter of fiscal 2020, management approved a plan to dispose of via sale our self-perform at-risk construction businesses. As a result of these strategic actions, the self-perform at-risk construction businesses were classified as discontinued operations.
Net loss from discontinued operations was $65.9 million for the three months ended December 31, 2025 compared to net loss of $9.6 million for the three months ended December 31, 2024, an increase of $56.3 million.
The increase in net loss from discontinued operations for the three months ended December 31, 2025 was primarily due to a change in our expected recovery on a deactivation, demolition, and removal project in the current year.
Net Income Attributable to AECOM
The factors described above resulted in net income attributable to AECOM of $74.5 million for the three months ended December 31, 2025 as compared to net income attributable to AECOM of $167.0 million for the three months ended December 31, 2024.
Results of Operations by Reportable Segment
Americas

| Three Months Ended |  |
| December 31, 2025 |  | December 31, 2024 |  | Change |  |  |  |  |  |
|  |  | $ |  | % |  |  |  |  |  |
| ($ in millions) |  |
Revenue | $ | 2,977.3 |  |  | $ | 3,112.0 |  |  | $ | (134.7) |  |  | (4.3) | % |  |  |  |  |  |  |  |
Cost of revenue | 2,767.7 |  |  | 2,921.8 |  |  | (154.1) |  |  | (5.3) |  |  |  |  |  |  |  |  |
Gross profit | $ | 209.6 |  |  | $ | 190.2 |  |  | $ | 19.4 |  |  | 10.2 | % |  |  |  |  |  |  |  |

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

| Three Months Ended |  |
| December 31, 2025 |  | December 31, 2024 |  |  |  |
Revenue | 100.0 | % |  | 100.0 | % |  |  |  |
Cost of revenue | 93.0 | % |  | 93.9 |  |  |  |  |
Gross profit | 7.0 | % |  | 6.1 | % |  |  |  |

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Revenue
Revenue for our Americas segment for the three months ended December 31, 2025 decreased $134.7 million, or 4.3%, to $2,977.3 million as compared to $3,112.0 million for the corresponding period last year.
The decrease in revenue was primarily due to a $198.4 million decrease in pass-through revenues on contracts for which we subcontract work on behalf of our clients compared to the corresponding period in the prior year. Revenue for the three months ended December 31, 2025 was also adversely affected by approximately 3 percentage points due to fewer working days compared to the corresponding period in the prior year. The decrease in revenue from the Americas was primarily due to our Facilities end market, which decreased $191.2 million, or 9.9%, and was partially offset from increased project activity in our Transportation end market of $36.2 million, or 6.3%, and an increase in our Water and Environment end markets of $43.8 million, or 8.1%, compared to the corresponding period last year.
Cost of Revenue
Cost of revenue for our Americas segment for the three months ended December 31, 2025 decreased by $154.1 million, or 5.3%, to $2,767.7 million compared to $2,921.8 million for the corresponding period last year.
The decrease in cost of revenue for the three months ended December 31, 2025 was primarily due to fewer working days for the first three months of fiscal year 2026 and the decreases in subcontractor and other direct costs offset by increased project activity.
Gross Profit
Gross profit for our Americas segment for the three months ended December 31, 2025 increased $19.4 million, or 10.2%, to $209.6 million as compared to $190.2 million for the corresponding period last year. As a percentage of revenue, gross profit increased to 7.0% of revenue for the three months ended December 31, 2025 from 6.1% in the corresponding period last year.
The increase in gross profit and gross profit as a percentage of revenue for the three months ended December 31, 2025 was primarily due to the benefit from restructuring actions taken last year, growth in enterprise capability centers, ongoing continuous improvement initiatives, and growth in higher margin advisory services.
International

| Three Months Ended |  |
| December 31, 2025 |  | December 31, 2024 |  | Change |  |  |  |  |  |
|  |  | $ |  | % |  |  |  |  |  |
| ($ in millions) |  |
Revenue | $ | 853.5 |  |  | $ | 902.0 |  |  | $ | (48.5) |  |  | (5.4) | % |  |  |  |  |  |  |  |
Cost of revenue | 782.1 |  |  | 824.0 |  |  | (41.9) |  |  | (5.1) |  |  |  |  |  |  |  |  |
Gross profit | $ | 71.4 |  |  | $ | 78.0 |  |  | $ | (6.6) |  |  | (8.5) | % |  |  |  |  |  |  |  |

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

| Three Months Ended |  |
| December 31, 2025 |  | December 31, 2024 |  |  |  |
Revenue | 100.0 | % |  | 100.0 | % |  |  |  |
Cost of revenue | 91.6 |  |  | 91.4 |  |  |  |  |
Gross profit | 8.4 | % |  | 8.6 | % |  |  |  |

Revenue
Revenue for our International segment for the three months ended December 31, 2025 decreased $48.5 million, or 5.4%, to $853.5 million as compared to $902.0 million for the corresponding period last year.
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The decrease in revenue for the three months ended December 31, 2025 was primarily due to a 3 percentage point decrease in working days, and by a decrease in pass-through revenues of $34.5 million, compared to the corresponding period in the prior year. Revenue decreased in our Facilities end market by $51.1 million, or 13.4%, and in our Transportation end market by $29.5 million, or 9.8%, partially offset by increased project activity in our Water and Environment end market of $26.5 million, or 13.9%, compared to the corresponding period last year.
Cost of Revenue
Cost of revenue for our International segment for the three months ended December 31, 2025 decreased $41.9 million, or 5.1%, to $782.1 million as compared to $824.0 million for the corresponding period last year.
The decrease in cost of revenue for the three months ended December 31, 2025 was due to fewer working days in the first three months of fiscal year 2026 and the decreases in subcontractor and other direct costs as well as improved project execution.
Gross Profit
Gross profit for our International segment for the three months ended December 31, 2025 decreased $6.6 million, or 8.5%, to $71.4 million as compared to $78.0 million for the corresponding period last year. As a percentage of revenue, gross profit decreased to 8.4% of revenue for the three months ended December 31, 2025 from 8.6% in the corresponding period last year.
The decreases in gross profit and gross profit as a percentage of revenue for the three months ended December 31, 2025 were primarily due to decreases in Asia and Australia, which were partially offset by an increase in Europe.
AECOM Capital

| Three Months Ended |  |
| December 31, 2025 |  | December 31, 2024 |  | Change |  |  |  |  |  |
|  |  | $ |  | % |  |  |  |  |  |
| ($ in millions) |  |
Revenue | $ | — |  |  | $ | 0.2 |  |  | $ | (0.2) |  |  | (100.0) | % |  |  |  |  |  |  |  |
Equity in earnings of joint ventures | 0.7 |  |  | 1.2 |  |  | (0.5) |  |  | (41.7) | % |  |  |  |  |  |  |  |
General and administrative expenses | $ | (1.8) |  |  | $ | (2.4) |  |  | $ | 0.6 |  |  | (25.0) | % |  |  |  |  |  |  |  |

Equity in earnings of joint ventures for the three months ended December 31, 2025 decreased $0.5 million, or 41.7%, to $0.7 million compared to $1.2 million for the corresponding period last year. The decrease in equity in earnings of joint ventures for the three months ended December 31, 2025 was primarily due to favorable earnings of an investment in the prior year compared to the current year.
Seasonality
We experience seasonal trends in our business. Our revenue is typically higher in the last half of the fiscal year. The fourth quarter of our fiscal year (July 1 to September 30) is typically our strongest quarter. We find that the U.S. federal government tends to authorize more work during the period preceding the end of our fiscal year, September 30. In addition, many U.S. state governments with fiscal years ending on June 30 tend to accelerate spending during their first quarter, when new funding becomes available. Further, our construction management revenue typically increases during the summer months when weather and daylight hours are more conducive to outdoor activities. Within the United States, as well as other parts of the world, our business generally benefits from milder weather conditions in our fiscal fourth quarter. Our construction and project management services also typically expand during the summer months when weather and daylight hours are more conducive to outdoor activities. The first quarter of our fiscal year (October 1 to December 31) is typically our lowest revenue quarter. The harsher weather conditions impact our ability to complete work in parts of North America and the holiday season schedule affects our productivity during this period. For these reasons, coupled with the number and significance of client contracts commenced and completed during a particular period, as well as the timing of expenses incurred for corporate initiatives, it is not unusual for us to experience seasonal changes or fluctuations in our quarterly operating results.
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Liquidity and Capital Resources
Cash Flows
Our principal sources of liquidity are cash flows from operations, borrowings under our credit facilities, and access to financial markets. Our principal uses of cash are operating expenses, capital expenditures, working capital requirements, acquisitions, repurchases of common stock, dividend payments, and refinancing or repayment of debt. We believe our anticipated sources of liquidity including operating cash flows, existing cash and cash equivalents, borrowing capacity under our revolving credit facility and our ability to issue debt or equity, if required, will be sufficient to meet our projected cash requirements for at least the next twelve months. We expect to spend approximately $36 million for restructuring costs in fiscal 2026 associated with restructuring actions taken in prior periods that are expected to deliver continued margin improvement and efficiencies.
Generally, we do not provide for U.S. taxes or foreign withholding taxes on gross book-tax basis differences in our non-U.S. subsidiaries because such basis differences are able to and intended to be reinvested indefinitely. At December 31, 2025, we have determined that we will continue to indefinitely reinvest the earnings of some foreign subsidiaries and, therefore, we will continue to account for these undistributed earnings based on our existing accounting under ASC 740 and not accrue additional tax. Determination of the amount of any unrecognized deferred income tax liability on this temporary difference is not practicable because of the complexities of the hypothetical calculation. Based on the available sources of cash flows discussed above, we anticipate we will continue to have the ability to permanently reinvest these remaining amounts.
At December 31, 2025, cash and cash equivalents were $1,246.7 million, a decrease of $339.0 million from $1,585.7 million at September 30, 2025.
Net cash provided by operating activities was $70.2 million for the three months ended December 31, 2025 as compared to $151.1 million for the three months ended December 31, 2024. The change was primarily attributable to a decrease in net income of approximately $85.7 million, and an increase in cash used by changes in working capital of $97.3 million, partially offset by an increase in adjustments for non-cash items of approximately $102.3 million. The sale of trade receivables to financial institutions included in operating cash flows increased $12.3 million during the three months ended December 31, 2025 compared to the three months ended December 31, 2024. We expect to continue to sell trade receivables in the future as long as the terms continue to remain favorable to us.
Net cash used in investing activities was $34.8 million for the three months ended December 31, 2025, as compared to $24.7 million for the three months ended December 31, 2024. The change was primarily attributable to a $23.3 million increase in investments in unconsolidated joint ventures partially offset by a decrease in cash payments for capital expenditures of approximately $11.9 million.
Net cash used in financing activities was $374.2 million for the three months ended December 31, 2025 as compared to $121.3 million for the three months ended December 31, 2024. The change from the prior year was primarily attributable to a $270.7 million increase in cash used to repurchase common stock. Total borrowings under our Credit Agreement may vary during the period as we regularly draw and repay amounts to fund working capital.
Working Capital
Working capital, or current assets less current liabilities, decreased $191.3 million, or 23.9%, to $610.1 million at December 31, 2025 from $801.4 million at September 30, 2025. Net accounts receivable and contract assets, net of contract liabilities, increased to $3,292.3 million at December 31, 2025 from $3,194.4 million at September 30, 2025.
Days Sales Outstanding (DSO), which includes net accounts receivable and contract assets, net of contract liabilities, was 77 days at December 31, 2025 compared to 74 days at September 30, 2025.
In Note 4, Revenue Recognition, in the notes to our consolidated financial statements, a comparative analysis of the various components of accounts receivable is provided. Except for claims, substantially all contract assets are expected to be billed and collected within twelve months.
Contract assets related to claims are recorded only if it is probable that the claim will result in additional contract revenue and if the amount can be reliably estimated. In such cases, revenue is recorded only to the extent that contract costs relating to the claim have been incurred. Award fees in contract assets are accrued only when there is sufficient information to assess contract performance. On contracts that represent higher than normal risk or technical difficulty, award fees are generally deferred until an award fee letter is received.
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Because our revenue depends to a great extent on billable labor hours, most of our charges are invoiced following the end of the month in which the hours were worked, the majority usually within 15 days. Other direct costs are normally billed along with labor hours. However, as opposed to salary costs, which are generally paid on either a bi-weekly or monthly basis, other direct costs are generally not paid until payment is received (in some cases in the form of advances) from the customers.
Debt
Debt consisted of the following:

| December 31, 2025 |  | September 30, 2025
| (in millions)
Credit Agreement | $ | 1,438.2 |  |  | $ | 1,439.9 |
2033 Senior Notes | 1,200.0 |  |  | 1,200.0 |
Other debt | 100.3 |  |  | 103.8 |
Total debt | 2,738.5 |  |  | 2,743.7 |
Less: Current portion of debt and short-term borrowings | (65.9) |  |  | (66.3) |
Less: Unamortized debt issuance costs | (28.8) |  |  | (30.2) |
Long-term debt | $ | 2,643.8 |  |  | $ | 2,647.2 |

The following table presents, in millions, scheduled maturities of our debt as of December 31, 2025:

Fiscal Year |  |
2026 (nine months remaining) |  | $ | 56.5 |
2027 |  | 32.6 |
2028 |  | 23.6 |
2029 |  | 762.7 |
2030 |  | 7.0 |
Thereafter |  | 1,856.1 |
Total |  | $ | 2,738.5 |

Credit Agreement
On April 19, 2024, we entered into Amendment No. 14 to Syndicated Facility Agreement (as amended, modified or otherwise supplemented, the "Credit Agreement"), pursuant to which we obtained a new $1,500,000,000 revolving credit facility (the “New Revolving Credit Facility”), a new $750,000,000 term loan A facility (the “New Term A Facility” and, together with the New Revolving Credit Facility, the “New Pro Rata Facilities”) and a new $700,000,000 term loan B facility (the “New Term B Facility” and, together with the New Pro Rata Facilities, the “New Credit Facilities”). The New Revolving Credit Facility and the New Term A Facility mature on April 19, 2029. The New Term B Facility matures on April 19, 2031. The New Term A Facility and the New Term B Facility were borrowed in full on April 19, 2024 in U.S. dollars. Loans under the New Revolving Credit Facility may be borrowed, and letters of credit thereunder may be issued, in U.S. dollars or in certain foreign currencies. The New Credit Facilities replace in full our existing revolving credit facility, term loan A facility and term loan B facility, and borrowings under the New Credit Facilities were used to refinance in full our existing credit facilities and for general corporate purposes. The Credit Agreement permits us to designate certain of our subsidiaries as additional co-borrowers from time to time. Currently, there are no co-borrowers under the New Credit Facilities. On October 29, 2024, we entered into Amendment No. 15 to Syndicated Facility Agreement, pursuant to which we reduced the interest rate spread applicable to our New Term B Facility.
Borrowings under (a) the New Revolving Credit Facility (in U.S. dollars) and the New Term A Facility bear interest at a rate per annum equal to, at our option, (i) a Term SOFR rate (with a 0% floor and SOFR adjustment of 0.10%) or (ii) a base rate (with a 0% floor), in each case, plus an applicable margin of 1.225% in the case of the Term SOFR rate and 0.225% in the case of the base rate, and (b) the New Revolving Credit Facility in currencies other than U.S. dollars bear interest at a rate per annum equal to the applicable reference rate for such currency (including any related adjustments), plus an applicable margin of 1.225%. The applicable margin is subject, in each case, to adjustment based on our consolidated leverage ratio from time to time.
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Borrowings under the New Term B Facility, after giving effect to Amendment No. 15 to Syndicated Facility Agreement, bear interest at a rate per annum equal to, at our option, (a) a Term SOFR rate (with a 0% floor and a SOFR adjustment of 0%) or (b) a base rate (with a 0% floor), in each case, plus an applicable margin of 1.75% in the case of the Term SOFR rate and 0.75% in the case of the base rate.
Certain of our material subsidiaries (the “Guarantors”) have guaranteed our obligations of the borrowers under the Credit Agreement, subject to certain exceptions. The borrowers’ obligations under the Credit Agreement are secured by a lien on substantially all of our assets and the Guarantors’ assets, subject to certain exceptions.
The Credit Agreement contains customary negative covenants that include, among other things, limitations on our ability and certain of our subsidiaries, subject to certain exceptions, to incur liens and debt, make investments, dispositions, and restricted payments, change the nature of our business, consummate mergers, consolidations and the sale of all or substantially all of our respective assets and transact with affiliates. We are also required to maintain a consolidated leverage ratio of less than or equal to 4.00 to 1.00 (subject to certain adjustments in connection with permitted acquisitions), tested on a quarterly basis (the “Financial Covenant”). The Financial Covenant does not apply to the New Term B Facility. As of December 31, 2025, we were in compliance with the covenants of the Credit Agreement.
The Credit Agreement contains customary affirmative covenants, including, among other things, compliance with applicable law, preservation of existence, maintenance of properties and of insurance, and keeping proper books and records. The Credit Agreement contains customary events of default, including, among other things, nonpayment of principal, interest or fees, cross-defaults to other debt, inaccuracies of representations and warranties, failure to perform covenants, events of bankruptcy and insolvency, change of control and unsatisfied judgments, subject in certain cases to notice and cure periods and other exceptions.
At December 31, 2025 and September 30, 2025, letters of credit totaled $4.4 million and $4.4 million, respectively, under our New Revolving Credit Facility. As of December 31, 2025 and September 30, 2025, we had $1,495.6 million and $1,495.6 million, respectively, available under our New Revolving Credit Facility.
2027 Senior Notes
On February 21, 2017, we completed a private placement offering of $1,000,000,000 aggregate principal amount of our unsecured 5.125% Senior Notes due 2027 (the “2027 Senior Notes”). On June 30, 2017, we completed an exchange offer to exchange the unregistered 2027 Senior Notes for registered notes, as well as related guarantees. In July 2025, we used a portion of the proceeds of the 2033 Senior Notes (defined below) to purchase $732,914,000 in principal amount of the 2027 Senior Notes that were validly tendered and not validly withdrawn at or prior to the expiration date of the tender offer for the 2027 Senior Notes. In August 2025, we redeemed the remaining 2027 Senior Notes with a portion of the proceeds of the 2033 Senior Notes. The purchase and redemption included an aggregate make-whole payment of $9.1 million.
2033 Senior Notes
On July 22, 2025, we completed an offering of $1,200,000,000 aggregate principal amount of our 6.000% Senior Notes due 2033 (the “2033 Senior Notes”). As of December 31, 2025, the estimated fair value of the 2033 Senior Notes was approximately $1,222.5 million. The fair value of the 2033 Senior Notes as of December 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 2033 Senior Notes.
Interest is payable on the 2033 Senior Notes at a rate of 6.000% per annum. Interest on the 2033 Senior Notes is payable semi-annually in arrears on February 1 and August 1 of each year, commencing on February 1, 2026. The 2033 Senior Notes will mature on August 1, 2033.
Prior to August 1, 2028, we may redeem all or part of the 2033 Senior Notes at a redemption price equal to 100% of the principal amount to be redeemed, plus a “make whole” premium as of the redemption date, and accrued and unpaid interest to, but excluding, the redemption date. In addition, prior to August 1, 2028, we may redeem up to 40% of the aggregate principal amount of the 2033 Senior Notes with proceeds from certain equity offerings at a redemption price equal to 106% of the principal amount to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Furthermore, at any time on or after August 1, 2028, we may redeem on one or more occasions all or part of the 2033 Senior Notes at the redemption prices set forth below, plus accrued and unpaid interest thereon to, but excluding, the redemption date, if redeemed during the 12-month period beginning on August 1 of each of the years indicated below:
Percentage
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2028 ................................................................................................................... 103.000%
2029 ................................................................................................................... 101.500%
2030 and thereafter ................................................................................................ 100.000%
The indenture pursuant to which the 2033 Senior Notes were issued contains customary events of default, including, among other things, payment default, failure to provide certain notices thereunder and certain provisions related to bankruptcy events. The indenture also contains customary negative covenants.
We were in compliance with the covenants related to the 2033 Senior Notes as of December 31, 2025.
Other Debt and Other Items
Other debt consists primarily of obligations under capital leases and loans, and unsecured credit facilities. The unsecured credit facilities are primarily used for standby letters of credit issued in connection with general and professional liability insurance programs and for contract performance guarantees. At December 31, 2025 and September 30, 2025, these outstanding standby letters of credit totaled $926.6 million and $899.4 million, respectively. As of December 31, 2025, we had $399.0 million available under these unsecured credit facilities.
Effective Interest Rate
Our average effective interest rate on our total debt, including the effects of the interest rate swap agreements and interest rate cap agreements during the three months ended December 31, 2025 and 2024 was 5.3% and 5.2%, respectively.
Interest expense in the consolidated statements of operations included amortization of deferred debt issuance costs for the three months ended December 31, 2025 of $1.4 million and for the three months ended December 31, 2024 of $1.4 million.
Other Commitments
We enter into various joint venture arrangements to provide architectural, engineering, program management, construction management and operations and maintenance services. The ownership percentage of these joint ventures is typically representative of the work to be performed or the amount of risk assumed by each joint venture partner. Some of these joint ventures are considered variable interest entities. We have consolidated all joint ventures for which we have control. For all others, our portion of the earnings is recorded in equity in earnings of joint ventures. See Note 5, Joint Ventures and Variable Interest Entities, in the notes to our consolidated financial statements.
Other than normal property and equipment additions and replacements, expenditures to further the implementation of our various information technology systems, commitments under our incentive compensation programs, amounts we may expend to repurchase stock under our stock repurchase program and acquisitions from time to time and disposition costs, we currently do not have any significant capital expenditures or outlays planned except as described below. However, if we acquire additional businesses in the future or if we embark on other capital-intensive initiatives, additional working capital may be required.
Under the New Revolving Credit Facility and other facilities discussed in Other Debt and Other Items above, as of December 31, 2025, there was approximately $931.0 million, including both continuing and discontinued operations, outstanding under standby letters of credit primarily issued in connection with general and professional liability insurance programs and for contract performance guarantees. For those projects for which we have issued a performance guarantee, if the project subsequently fails to meet guaranteed performance standards, we may either incur significant additional costs or be held responsible for the costs incurred by the client to achieve the required performance standards.
We recognized on our balance sheet the funded status of our pension benefit plans, measured as the difference between the fair value of plan assets and the projected benefit obligation. At December 31, 2025, our defined benefit pension plans had an aggregate deficit (the excess of projected benefit obligations over the fair value of plan assets) of approximately $77.2 million. The total amounts of employer contributions paid for the three months ended December 31, 2025 were $2.4 million for U.S. plans and $6.4 million for non-U.S. plans. Funding requirements for each plan are determined based on the local laws of the country where such plan resides. In some countries, the funding requirements are mandatory while in other countries, they are discretionary. There is a required minimum contribution for one of our domestic plans; however, we may make additional discretionary contributions. In the future, such pension funding may increase or decrease depending on changes in the levels of interest rates, pension plan performance and other factors. In addition, we have collective bargaining agreements with unions that require us to contribute to various third-party multiemployer plans that we do not control or manage. For the year ended September 30, 2025, we contributed $2.7 million to multiemployer pension plans.
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Contractual Obligations
Refer to our Annual Report on Form 10-K for the year ended September 30, 2025 for a discussion of our contractual obligations. There have been no changes, outside of the ordinary course of business, to these contractual obligations during the three months ended December 31, 2025.
Condensed Combined Financial Information
The 2033 Senior Notes are fully and unconditionally guaranteed on a joint and several basis by some of AECOM’s directly and indirectly 100% owned subsidiaries (the Subsidiary Guarantors). Accordingly, AECOM became subject to the requirements of Rule 3-10 of Regulation S-X, as amended, regarding financial statements of guarantors and issuers of guaranteed securities. Other than customary restrictions imposed by applicable statutes, there are no restrictions on the ability of the Subsidiary Guarantors to transfer funds to AECOM in the form of cash dividends, loans or advances.
The following tables present condensed combined summarized financial information for AECOM and the Subsidiary Guarantors. All intercompany balances and transactions are eliminated in the presentation of the combined financial statements. Amounts provided do not represent our total consolidated amounts as of December 31, 2025 and September 30, 2025, and for the three months ended December 31, 2025.
Condensed Combined Balance Sheets
Parent and Subsidiary Guarantors
(unaudited - in millions)

| December 31, 2025 |  | September 30, 2025
Current assets | $ | 3,187.6 |  |  | $ | 3,367.3 |
Non-current assets | 3,112.6 |  |  | 3,189.2 |
Total assets | $ | 6,300.2 |  |  | $ | 6,556.5 |
Current liabilities | $ | 2,825.8 |  |  | $ | 2,853.8 |
Non-current liabilities | 3,087.3 |  |  | 3,102.8 |
Total liabilities | 5,913.1 |  |  | 5,956.6 |
Total stockholders’ equity | 387.1 |  |  | 599.9 |
Total liabilities and stockholders’ equity | $ | 6,300.2 |  |  | $ | 6,556.5 |

Condensed Combined Statement of Operations
Parent and Subsidiary Guarantors
(unaudited - in millions)

| For the three months ended
| December 31, 2025
Revenue | $ | 2,205.2 |
Cost of revenue | 2,056.0 |
Gross profit | 149.2 |
Net income from continuing operations | 42.2 |
Net loss from discontinued operations | — |
Net income | $ | 42.2 |
Net income attributable to AECOM | $ | 42.2 |

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New Accounting Pronouncements and Changes in Accounting
For information regarding recent accounting pronouncements, see Notes to Consolidated Financial Statements included in Part I, Item 1.
Critical Accounting Estimates
Our accounting policies often require management to make significant estimates and assumptions using information available at the time the estimates are made. Such estimates and assumptions significantly affect various reported amounts of assets, liabilities, revenues and expenses. If future experience differs significantly from these estimates and assumptions, our results of operations and financial condition could be affected.
The Notes to Consolidated Financial Statements in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended September 30, 2025 (the “2025 Form 10-K”), and “Critical Accounting Estimates” in Part II, Item 7 of the 2025 Form 10-K describe the significant accounting policies and estimates used in the preparation of our consolidated financial statements. We have not materially changed our estimation methodology since the 2025 Form 10-K.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Financial Market Risks
Financial Market Risks
We are exposed to market risk, primarily related to foreign currency exchange rates and interest rate exposure of our debt obligations that bear interest based on floating rates. We actively monitor these exposures. Our objective is to reduce, where we deem appropriate to do so, fluctuations in earnings and cash flows associated with changes in foreign exchange rates and interest rates. In order to accomplish this objective, we sometimes enter into derivative financial instruments, such as forward contracts and interest rate hedge contracts. It is our policy and practice to use derivative financial instruments only to the extent necessary to manage our exposures. We do not use derivative financial instruments for trading purposes.
Foreign Exchange Rates
We are exposed to foreign currency exchange rate risk resulting from our operations outside of the U.S. We use foreign currency forward contracts from time to time to mitigate foreign currency risk. We limit exposure to foreign currency fluctuations in most of our contracts through provisions that require client payments in currencies corresponding to the currency in which costs are incurred. As a result of this natural hedge, we generally do not need to hedge foreign currency cash flows for contract work performed. The functional currency of our significant foreign operations is the respective local currency.
Interest Rates
Our Credit Agreement and other debt obligations are subject to variable rate interest which could be adversely affected by an increase in interest rates. As of December 31, 2025 and September 30, 2025, we had $1,438.2 million and $1,439.9 million, respectively, in outstanding borrowings under our term credit agreements and revolving credit facility. Interest on amounts borrowed under these agreements is subject to adjustment based on specified levels of financial performance. The applicable margin that is added to the borrowing’s base rate can range from 0.125% to 1.00% and the applicable margin that is added to borrowings in the Term SOFR rate can range from 1.125% to 2.00%. For the three months ended December 31, 2025, our weighted average floating rate borrowings were $1,629.1 million, or $929.1 million excluding borrowings with effective fixed interest rates due to interest rate swap and interest rate cap agreements. If short-term floating interest rates had increased by 1.00%, our interest expense for the three months ended December 31, 2025 would have increased by $3.1 million. We invest our cash in a variety of financial instruments, consisting principally of money market securities or other highly liquid, short-term securities that are subject to minimal credit and market risk.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Based on management’s evaluation, with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), our CEO and CFO have concluded that our disclosure controls and procedures as defined in Rules 13a-15(e) and 15(d)-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act), were effective as of December 31, 2025 to ensure that information required to be disclosed by us in this Quarterly Report on Form 10-Q or submitted under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in
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the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2025 identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
As a government contractor, we are subject to various laws and regulations that are more restrictive than those applicable to non-government contractors. Intense government scrutiny of contractors’ compliance with those laws and regulations through audits and investigations is inherent in government contracting; and from time to time, we receive inquiries, subpoenas, and similar demands related to our ongoing business with government entities. Violations can result in civil or criminal liability as well as suspension or debarment from eligibility for awards of new government contracts or option renewals.
We are involved in various investigations, claims and lawsuits in the normal conduct of our business. We are not always aware if we or our affiliates are under investigation or the status of such matters. Although the outcome of our legal proceedings cannot be predicted with certainty and no assurances can be provided, in the opinion of our management, based upon current information and discussions with counsel, with the exception of the matters noted in Note 15, Commitments and Contingencies, to the financial statements contained in this report to the extent stated therein, none of the investigations, claims and lawsuits in which we are involved is expected to have a material adverse effect on our consolidated financial position, results of operations, cash flows or our ability to conduct business. See Note 15, Commitments and Contingencies, to the financial statements contained in this report for a discussion of certain matters to which we are a party. The information set forth in such note is incorporated by reference into this Item 1.
Item 1A. Risk Factors
There have been no material changes to the risk factors as disclosed in Part I, Item 1A, Risk Factors in our most recent Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Stock Repurchase Program
The following table shows the repurchase activity for each of the three months ended December 31, 2025:

Fiscal Period |  | Total Number of Shares Purchased |  | Average Price Paid Per Share |  | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |  | Maximum Approximate Dollar Value that May Yet Be Purchased Under the Plans or Progra ms(1)
October 1 - 31, 2025 |  | — |  | $ | — |  |  | — |  | $ | 644,400,000 |
November 1 - 30, 2025 |  | 1,249,676 |  | $ | 105.94 |  |  | 1,249,676 |  | $ | 512,000,000 |
December 1 - 31, 2025 |  | 1,725,594 |  | $ | 102.10 |  |  | 1,725,594 |  | $ | 335,800,000 |
Total |  | 2,975,270 |  |  |  | 2,975,270 |  |

_____________________________________________________________
(1)On November 15, 2024, the Board approved an increase in the Company’s repurchase authorization up to an aggregate amount of $1.0 billion with no expiration date. On February 4, 2026, the Board approved a subsequent increase in the Company's repurchase authorization up to an aggregate amount of $1.0 billion with no expiration date. Stock repurchases can be made through open market purchases or other methods, including pursuant to a Rule 10b5-1 plan.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosure
None.
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Item 5. Other Information
During the fiscal quarter ended December 31, 2025, no director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement as each term is defined in Item 408(a) of Regulation S-K.
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Item 6. Exhibits
The following documents are filed as Exhibits to the Report:

|  |  |  |  |  | Incorporated by Reference (Exchange Act Filings Located at File No. 0-52423) |  |
Exhibit Numbers |  | Description |  | Form |  | Exhibit |  | Filing Date |  | Filed Herewith
3.1 |  | Amended and Restated Certificate of Incorporation |  | Form 10-K |  | 3.1 |  | 11/21/2011 |  |
3.2 |  | Certificate of Amendment to Amended and Restated Certificate of Incorporation |  | Form S-4 |  | 3.2 |  | 8/1/2014 |  |
3.3 |  | Certificate of Correction of Amended and Restated Certificate of Incorporation |  | Form 10-K |  | 3.3 |  | 11/17/2014 |  |
3.4 |  | Certificate of Amendment to the Certificate of Incorporation |  | Form 8-K |  | 3.1 |  | 1/9/2015 |  |
3.5 |  | Certificate of Amendment to the Certificate of Incorporation |  | Form 8-K |  | 3.1 |  | 3/3/2017 |  |
3.6 |  | Certificate of Amendment of Certificate of Incorporation |  | Form 10-Q |  | 3.7 |  | 5/6/2025 |  |
3.7 |  | Third Amended and Restated Bylaws of the Company |  | Form 8-K |  | 3.1 |  | 5/19/2023 |  |
10.1#* |  | Form Standard Terms and Conditions for Performance Earnings Program under the 2020 Stock Incentive Plan (Fiscal Year 2026) |  |  |  |  |  |  |  | X
10.2# |  | Form Standard Terms and Conditions for Restricted Stock Units under the 2020 Stock Incentive Plan (Fiscal Year 2026) |  |  |  |  |  |  |  | X
31.1 |  | Certification of the Company’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |  |  |  |  |  |  |  | X
31.2 |  | Certification of the Company’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |  |  |  |  |  |  |  | X
32 |  | Certification of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |  |  |  |  |  |  |  | X
101 |  | The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2025 were formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. |  |  |  |  |  |  |  | X
104 |  | The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2025, formatted in Inline XBRL |  |  |  |  |  |  |  | X

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# Management contract or compensatory plan or arrangement
* Portions of the exhibit have been omitted as confidential
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| AECOM
Date: February 10, 2026 | By: | /S/ GAURAV KAPOOR
|  | Gaurav Kapoor
|  | Chief Financial Officer

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