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What changed in AECOM's 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of AECOM's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+271 added301 removedSource: 10-K (2025-11-19) vs 10-K (2024-11-19)

Top changes in AECOM's 2025 10-K

271 paragraphs added · 301 removed · 227 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

44 edited+3 added4 removed74 unchanged
Biggest changeOur backlog for the year ended September 30, 2024 decreased $2.2 billion, or 5.6%, to $37.4 billion as compared to $39.6 billion for the corresponding period last year, primarily due to a decrease in our Americas Construction Management design business. 11 Table of Contents The following summarizes backlog (in billions): September 30, 2024 2023 Backlog: Americas segment $ 31.0 $ 33.3 International segment 6.4 6.3 Total backlog $ 37.4 $ 39.6 Competition The markets we serve are highly fragmented and we compete with a large number of regional, national and international companies.
Biggest changeThe following summarizes backlog (in billions): September 30, 2025 2024 Backlog: Americas segment $ 32.8 $ 31.0 International segment 6.9 6.4 Total backlog $ 39.7 $ 37.4 Competition 11 Table of Contents The markets we serve are highly fragmented and we compete with a large number of regional, national and international companies.
We have invested in a robust learning ecosystem that keeps our employees project-ready with ‘on the job’ technical training, future-ready with new digital tools, thought leadership and programs that inspire innovation, and globally connected within their technical practice and strategic partnerships. Our digital learning platform, AECOM University, delivers high-quality and personalized learning experiences, including our Global Technical Academies.
We have invested in a robust learning ecosystem that keeps our employees project-ready with ‘on the job’ technical training, future-ready with new digital tools, thought leadership and programs that inspire innovation, and globally connected within their technical practice and strategic partnerships. Our online learning platform, AECOM University, delivers high-quality and personalized learning experiences, including our Global Technical Academies.
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. International : Planning, advisory, consulting, architectural and engineering design services 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.
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. 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.
Water and Environment Advisory We provide expertise driven advisory services to infrastructure clients through the development of high-value strategies blending strategic direction with real-world expertise and deep collaboration, including: Digital Water Advisory and Consulting. Emerging Contaminants. Resource Management. Asset Management. Water Supply Optimization. Environmental Consulting.
Advisory We provide expertise driven advisory services to infrastructure clients through the development of high-value strategies blending strategic direction with real-world expertise and deep collaboration, including: Digital Water Advisory and Consulting. Emerging Contaminants. Resource Management. Asset Management. Water Supply Optimization. Environmental Consulting.
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, we perform all the work under the contract for a specified price.
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, we perform all the work under the contract for a specified fee.
Backlog is expressed in terms of gross revenue and, therefore, may include significant estimated amounts of third party or pass-through costs to subcontractors and other parties. We report transaction price allocated to remaining unsatisfied performance obligations (RUPO) of $19.8 billion, as described in Note 4, Revenue Recognition, in the notes to our consolidated financial statements.
Backlog is expressed in terms of gross revenue and, therefore, may include significant estimated amounts of third party or pass-through costs to subcontractors and other parties. We report transaction price allocated to remaining unsatisfied performance obligations (RUPO) of $19.7 billion, as described in Note 4, Revenue Recognition, in the notes to our consolidated financial statements.
Significant fines, penalties and other sanctions may be imposed for non-compliance with environmental and health and safety laws and regulations, and some laws provide for joint and several strict liabilities for remediation of releases of hazardous substances, rendering a person liable for environmental damage, without regard to negligence or fault on the part of such person.
Significant fines, penalties and other sanctions may be imposed for non-compliance with environmental and health and safety laws and regulations, and some laws provide for joint and several strict liabilities for remediation of releases of hazardous substances, rendering a person liable for environmental damage, without regard to negligence or fault 12 Table of Contents on the part of such person.
Approximately 7%, 5%, and 6% of our revenue was derived through direct contracts with agencies of the U.S. federal government in the years ended September 30, 2024, 2023, and 2022, respectively. Contracts The price provisions of the contracts we undertake can be grouped into several broad categories: cost-reimbursable contracts, guaranteed maximum price contracts, and fixed-price contracts.
Approximately 7%, 7%, and 5% of our revenue was derived through direct contracts with agencies of the U.S. federal government in the years ended September 30, 2025, 2024, and 2023, respectively. Contracts The price provisions of the contracts we undertake can be grouped into several broad categories: cost-reimbursable contracts, guaranteed maximum price contracts, and fixed-price contracts.
These programs are based on our four pillars of Leadership Capabilities, which outline the behaviors we want our leaders to demonstrate and exemplify for the collective success as an organization. 9 Table of Contents Purpose and impact . Our purpose of delivering a better world is at the core of all that we do.
These programs are based on our four pillars of Leadership Capabilities, which outline the behaviors we want our leaders to demonstrate and exemplify for the collective success as an organization. Purpose and impact . Our purpose of delivering a better world is at the core of all that we do.
We are transforming the way we deliver work through technology and digital platforms improving the client experience and increasing efficiency. Human Capital Management Our principal asset is our employees and large percentages of our employees have technical and professional backgrounds and undergraduate and/or advanced degrees.
We are transforming the way we deliver work through technology and digital platforms improving the client experience and increasing efficiency. 7 Table of Contents Human Capital Management Our principal asset is our employees and large percentages of our employees have technical and professional backgrounds and undergraduate and/or advanced degrees.
Strategic planning and master planning services for new cities and major mixed-use developments in locations such as India, China, Southeast Asia, the Middle East, North Africa, the United Kingdom, and the United States. Commercial and Leisure Facilities. Corporate headquarters, high-rise office towers, historic buildings, hotels, leisure, sports and entertainment facilities, and corporate campuses. Educational.
Strategic planning and master planning services for new cities and major mixed-use developments in locations such as India, China, Southeast Asia, the Middle East, North Africa, the United Kingdom, and the United States. Commercial and Leisure Facilities. Corporate headquarters, high-rise office towers, historic buildings, hotels, leisure, sports and entertainment facilities, and corporate campuses. 5 Table of Contents Educational.
Accordingly, RUPO is $17.6 billion lower than backlog. For non-government contracts, our backlog includes future revenue at contract rates, excluding contract renewals or extensions that are at the discretion of the client. For contracts with a not-to-exceed maximum amount, we include revenue from such contracts in backlog to the extent of the remaining estimated amount.
Accordingly, RUPO is $20.0 billion lower than backlog. For non-government contracts, our backlog includes future revenue at contract rates, excluding contract renewals or extensions that are at the discretion of the client. For contracts with a not-to-exceed maximum amount, we include revenue from such contracts in backlog to the extent of the remaining estimated amount.
According to Engineering News-Record’s (ENR’s) 2024 Design Survey, we are the second largest general architectural and engineering design firm in the world, ranked by 2023 design revenue, and we are the number one ranked water, transportation design, facilities design, environmental engineering, environmental consulting and environmental science firm in the world.
According to Engineering News-Record’s (ENR’s) 2025 Design Survey, we are the largest general architectural and engineering design firm in the world, ranked by 2024 design revenue, and we are the number one ranked water, transportation design, facilities design, environmental engineering, environmental consulting and environmental science firm in the world.
This reorganization better reflected our continuing operations after the sale of our Management Services segment, the sale of our self-perform at-risk civil infrastructure and power construction businesses, and the sale of our oil & gas construction business.
This reorganization better reflected our continuing operations after the sale of our Management Services segment, the sale of our self-perform at-risk civil infrastructure and power construction 3 Table of Contents businesses, and the sale of our oil & gas construction business.
At the end of our fiscal 2024, we employed approximately 51,000 persons, of whom approximately 18,000 were employed in the United States. Over 300 of our domestic employees are covered by collective bargaining agreements or by specific labor agreements, which expire upon completion of the relevant project.
At the end of our fiscal 2025, we employed approximately 51,000 persons, of whom approximately 18,000 were employed in the United States. Over 200 of our domestic employees are covered by collective bargaining agreements or by specific labor agreements, which expire upon completion of the relevant project.
Regulations Our business is impacted by environmental, health and safety, government procurement, anti-bribery and other government regulations and requirements. Below is a summary of some of the significant regulations that impact our business. 12 Table of Contents Environmental, Health and Safety.
Regulations Our business is impacted by environmental, health and safety, government procurement, anti-bribery and other government regulations and requirements. Below is a summary of some of the significant regulations that impact our business. Environmental, Health and Safety.
We refer to the fiscal year ended September 30, 2023 as “fiscal 2023” and the fiscal year ended September 30, 2024 as “fiscal 2024.” Overview We are a leading global provider of professional infrastructure consulting and advisory services for governments, businesses and organizations throughout the world.
We refer to the fiscal year ended September 30, 2024 as “fiscal 2024” and the fiscal year ended September 30, 2025 as “fiscal 2025.” Overview We are a leading global provider of professional infrastructure consulting and advisory services for governments, businesses and organizations throughout the world.
For example, within our water service offerings, we provide water, wastewater, water supply and water resource services, which are necessary in response to climate adaptation and resilience, drought mitigation and other environmental and social impact factors as part of major capital/infrastructure projects. Our services may be sequenced over multiple phases or multiple projects in the form of a program.
For example, within our water service offerings, we provide water, wastewater, water supply and water resource services, which are necessary in response to sustainability and resilience, drought mitigation and other factors as part of major capital/infrastructure projects. Our services may be sequenced over multiple phases or multiple projects in the form of a program.
We have taken and will continue to take critical steps to keep our people, clients and communities safe, including any necessary actions in response to local and global health crises. 8 Table of Contents Freedom to Grow .
We have taken and will continue to take critical steps to keep our people, clients and communities safe, including any necessary actions in response to local and global health crises. Freedom to Grow .
For many of our commercial or residential GMP contracts, the final price is generally not established until we have subcontracted a substantial percentage of the trade contracts with terms consistent with the master contract, and we have negotiated additional contract limitations, such as waivers of consequential damages as well as aggregate caps on liabilities and liquidated damages.
For many of our GMP contracts, the final price is generally not established until we have subcontracted a substantial percentage of the trade contracts with terms consistent with the master contract, and we have negotiated additional contract limitations, such as waivers of consequential damages as well 10 Table of Contents as aggregate caps on liabilities and liquidated damages.
For the year ended September 30, 2024, our revenue was comprised of 40%, 37%, and 23% cost-reimbursable, guaranteed maximum price, and fixed-price contracts, respectively. 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, we charge clients for our costs, including both direct and indirect costs, plus a negotiated fee or rate.
For the year ended September 30, 2025, our revenue was comprised of 38%, 37%, and 25% cost-reimbursable, guaranteed maximum price, and fixed-price contracts, respectively. 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, we charge clients for our costs, including both direct and indirect costs, plus a negotiated fee or rate.
We consider our people’s holistic experience, respecting diversity in work, communication and thinking styles. Technical and professional development. Technical excellence is the foundation of our business—it’s how we harness the power of our teams’ technical skills and expertise to deliver high quality solutions for clients and communities we serve.
We consider our people’s holistic experience, respecting diversity in work, communication and thinking styles. 8 Table of Contents Technical and professional development. Technical excellence is the foundation of our competitive advantage—it’s how we harness the power of our teams’ technical skills and expertise to deliver high quality solutions for clients and communities we serve.
Trade Secrets and Other Intellectual Property We rely principally on trade secrets, confidentiality policies and other contractual arrangements to protect much of our intellectual property.
Trade Secrets and Other Intellectual Property 13 Table of Contents We rely principally on trade secrets, confidentiality policies and other contractual arrangements to protect much of our intellectual property.
These investments include capturing the value of our libraries of data to build more efficient design processes, and innovative and more advanced solutions for increasingly complex challenges. 4 Table of Contents We provide the services in these segments both directly and through joint ventures or similar arrangements to the following end markets or business sectors: Transportation. Transit and Rail.
These investments include capturing the value of our libraries of data to build more efficient design processes, and innovative and more advanced AI solutions for increasingly complex challenges that will accelerate design delivery and reduce the materials and costs required for a project. 4 Table of Contents We provide the services in these segments both directly and through joint ventures or similar arrangements to the following end markets or business sectors: Transportation . Transit and Rail.
The team will continue to support AECOM Capital’s investment vehicles pursuant to certain advisory agreements in a manner consistent with their current obligations. 7 Table of Contents Thinking and Acting Globally AECOM is at its best when we think and act globally. Our strategy is focused on setting a new standard of excellence in the professional services industry.
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. Thinking and Acting Globally AECOM is at its best when we think and act globally. Our strategy is focused on setting a new standard of excellence in the professional services industry.
Federal Government $ 1,064.0 7 % $ 790.6 5 % $ 821.3 6 % U.S. State and Local Governments 3,660.5 23 2,918.9 20 2,824.0 21 Non-U.S.
Federal Government $ 1,107.3 7 % $ 1,064.0 7 % $ 790.6 5 % U.S. State and Local Governments 3,916.9 24 3,660.5 23 2,918.9 20 Non-U.S.
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.
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.
Treating and addressing disposal of hazardous chemicals in water supplies and surrounding environments, such as per- and polyfluoroalkyl substances (PFAS). Environment and Energy. Environmental Management. Waste handling, testing and monitoring of environmental conditions, and environmental construction management. Remediation.
Designing water re-use and similar systems to enhance resiliency of water supply. Hazardous Chemicals. Treating and addressing disposal of hazardous chemicals in water supplies and surrounding environments, such as per- and polyfluoroalkyl substances (PFAS). Environment and Energy. Environmental Management. Waste handling, testing and monitoring of environmental conditions, and environmental construction management. Remediation.
Governments 2,610.0 16 2,544.7 18 1,800.6 14 Subtotal Governments 7,334.5 46 6,254.2 43 5,445.9 41 Private Entities (worldwide) 8,771.0 54 8,124.3 57 7,702.3 59 Total $ 16,105.5 100 % $ 14,378.5 100 % $ 13,148.2 100 % No single client accounted for 10% or more of our revenue in any of the past five fiscal years.
Governments 3,019.6 19 2,610.0 16 2,544.7 18 Subtotal Governments 8,043.8 50 7,334.5 46 6,254.2 43 Private Entities (worldwide) 8,095.8 50 8,771.0 54 8,124.3 57 Total $ 16,139.6 100 % $ 16,105.5 100 % $ 14,378.5 100 % No single client accounted for 10% or more of our revenue in any of the past five fiscal years.
Production facilities such as ethanol plants, onshore and offshore wind farms, hydroelectric power, dams, flood control systems and geothermal subsections of regional power grids. 6 Table of Contents Program Management We integrate the complexity of large-scale programs and projects through tailored approaches, proven methodologies, and multidisciplinary solutions to deliver transformative outcomes for our clients and the communities they serve, including: Megacity development. Transformational transportation infrastructure, such as high-speed rail. Aviation. Environmental remediation programs. Energy and grid infrastructure. Water supply systems.
Program Management We integrate the complexity of large-scale programs and projects through tailored approaches, proven methodologies, and multidisciplinary solutions to deliver transformative outcomes for our clients and the communities they serve, including: Megacity development. Transformational transportation infrastructure, such as high-speed rail. Aviation. Environmental remediation programs. 6 Table of Contents Energy and grid infrastructure. Water supply systems.
We generally recognize revenue to the extent of costs actually incurred plus a proportionate amount of the fee expected to be earned.
In addition, we may share award fees with subcontractors. We generally recognize revenue to the extent of costs actually incurred plus a proportionate amount of the fee expected to be earned.
Program and construction management contracts may employ small or large project teams and, in many cases, operate with our staff located at the project site.
Program and construction management contracts may employ small or large project teams and, in many cases, operate with our staff located at the project site. In addition, our industry is poised to capitalize on the benefits of AI and innovation.
In addition, our industry is undergoing a digital transformation, and we are investing in digital capabilities to extend our advantages, improve overall delivery, and create distinct solutions for clients that differentiate us from competitors and enhance our client experience.
We are investing to lead this transformation, which will extend our advantages, improve overall delivery, and create distinct solutions for clients that differentiate us from competitors and enhance our client experience.
Copies of the information identified above may be obtained without charge from us by writing to AECOM, 13355 Noel Road, Suite 400, Dallas, Texas 75240, Attention: Corporate Secretary.
However, our website and any content thereof should not be considered to be incorporated by reference into this document. Copies of the information identified above may be obtained without charge from us by writing to AECOM, 13355 Noel Road, Suite 400, Dallas, Texas 75240, Attention: Corporate Secretary.
While we do not currently foresee the lack of availability of any particular raw materials in the near term, prolonged unavailability of raw materials necessary to our projects and services or significant price increases for those raw materials could have a material adverse effect on our business in the near term. 13 Table of Contents Government Contracts Generally, our government contracts are subject to renegotiation or termination of contracts or subcontracts at the discretion of the U.S. federal, state or local governments, and national governments of other countries.
While we do not currently foresee the lack of availability of any particular raw materials in the near term, prolonged unavailability of raw materials necessary to our projects and services or significant price increases for those raw materials could have a material adverse effect on our business in the near term.
These estimates are revised when necessary based upon additional information that becomes available as the contract progresses. 10 Table of Contents Guaranteed Maximum Price Contracts Guaranteed maximum price (GMP) contracts share many of the same contract provisions as cost-plus and fixed-price contracts.
These estimates are revised when necessary based upon additional information that becomes available as the contract progresses. Guaranteed Maximum Price Contracts Guaranteed maximum price (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 project costs, and a lump sum percentage fee is separately identified.
Industrial facilities for a variety of niche end markets such as manufacturing, distribution, aviation, aerospace, communications, media, pharmaceuticals, renewable energy, chemical, and food and beverage facilities. 5 Table of Contents Urban Master Planning/Design.
Department of Homeland Security, including the Federal Emergency Management Agency and engineering and program management services for agencies of the Department of Defense and Department of Energy. Industrial. Industrial facilities for a variety of niche end markets such as manufacturing, distribution, aviation, aerospace, communications, media, pharmaceuticals, renewable energy, chemical, and food and beverage facilities. Urban Master Planning/Design.
The following table sets forth our total revenue attributable to these categories of clients for each of the periods indicated: Year Ended September 30, ($ in millions) 2024 2023 2022 U.S.
Our Clients Our clients consist primarily of national, state, regional and local governments, public and private institutions and major corporations. The following table sets forth our total revenue attributable to these categories of clients for each of the periods indicated: 9 Table of Contents Year Ended September 30, ($ in millions) 2025 2024 2023 U.S.
AECOM Capital primarily derives its income from real estate development sales and management fees. 3 Table of Contents During the first quarter of fiscal 2020, we reorganized our operating and reporting structure to better align with our ongoing professional services business.
During the first quarter of fiscal 2020, we reorganized our operating and reporting structure to better align with our ongoing professional services business.
Some cost-plus contracts provide for award fees or a penalty based on performance criteria in lieu of a fixed fee or fixed rate. Other contracts include a base fee component plus a performance-based award fee. In addition, we may share award fees with subcontractors.
Time-and-material price contracts may also have a fixed-price element in the form of not-to-exceed or guaranteed maximum price provisions. Some cost-plus contracts provide for award fees or a penalty based on performance criteria in lieu of a fixed fee or fixed rate. Other contracts include a base fee component plus a performance-based award fee.
Regional-scale floodplain mapping and analysis for public agencies, along with the analysis and development of protected groundwater resources for companies in the bottled water industry. Drought Response and Mitigation. Designing water re-use and similar systems to enhance resiliency of water supply. Hazardous Chemicals.
Treatment facilities as well as supply, distribution and collection systems, stormwater management, desalinization, and other water reuse technologies. Water Resources. Regional-scale floodplain mapping and analysis for public agencies, along with the analysis and development of protected groundwater resources for companies in the bottled water industry. Drought Response and Mitigation.
Program and construction management services for large scale building facility construction projects primarily in the Americas including: sports arenas, modern office and residential towers, hotels, convention centers, performance venues, aviation, and other facilities. Water. Water and Wastewater. Treatment facilities as well as supply, distribution and collection systems, stormwater management, desalinization, and other water reuse technologies. Water Resources.
Program and construction management services for large scale building facility construction projects primarily in the Americas including: sports arenas, modern office and residential towers, hotels, convention centers, performance venues, aviation, and other facilities. As previously announced, the Company has commenced a review of strategic alternatives for this business, which could include a potential sale. Water. Water and Wastewater.
As with cost-plus contracts, clients are provided a disclosure of all project costs, and a lump sum percentage fee is separately identified. We provide clients with a guaranteed price for the overall project (adjusted for change orders issued by clients) and a schedule including the expected completion date.
We provide 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 our responsibility.
In addition, clients reimburse us for materials and other direct incidental expenditures, including payments to subcontractors, incurred in connection with our performance under the contract. Time-and-material price contracts may also have a fixed-price element in the form of not-to-exceed or guaranteed maximum price provisions.
In addition, clients reimburse us for materials and other direct incidental expenditures, including payments to subcontractors, incurred in connection with our performance under the contract. We may apply a practical expedient to recognize revenue in the amount in which we have the right to invoice if our right to consideration is equal to the value of performance completed to date.
Removed
Department of Homeland Security, including the Federal Emergency Management Agency and engineering and program management services for agencies of the Department of Defense and Department of Energy. ● Industrial.
Added
Production facilities such as ethanol plants, onshore and offshore wind farms, hydroelectric power, dams, flood control systems and geothermal subsections of regional power grids.
Removed
Our Clients Our clients consist primarily of national, state, regional and local governments, public and private institutions and major corporations.
Added
Many of our contracts require us to provide services over more than one year. Our backlog for the year ended September 30, 2025 increased $2.3 billion, or 6.1%, to $39.7 billion as compared to $37.4 billion for the corresponding period last year, primarily due to a increase in our Americas Construction Management business.
Removed
Cost overruns or costs associated with project delays in completion could generally be our responsibility.
Added
Government Contracts Generally, our government contracts are subject to renegotiation or termination of contracts or subcontracts at the discretion of the U.S. federal, state or local governments, and national governments of other countries.
Removed
Many of our contracts require us to provide services over more than one year.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

53 edited+13 added7 removed145 unchanged
Biggest changeThere are risks inherent in doing business internationally, including: the ongoing conflict between Russia and Ukraine, which has resulted in the imposition by the U.S. and other nations of restrictive actions against Russia, Belarus and certain banks, companies and individuals; imposition of governmental controls and changes in laws, regulations or policies; political and economic instability, including in the Middle East; civil unrest, acts of terrorism, force majeure, war, or other armed conflict; changes in U.S. and other national government trade policies affecting the markets for our services, such as retaliatory tariffs between the United States and China; political unrest in Hong Kong where we have a significant presence; impact of health crises and their related economic impacts; increases in the consumer price index and interest rates; changes in regulatory practices, tariffs and taxes; potential non-compliance with a wide variety of laws and regulations, including anti-corruption, export control and anti-boycott laws and similar non-U.S. laws and regulations; changes in labor conditions; 17 Table of Contents logistical and communication challenges; and currency exchange rate fluctuations, devaluations and other conversion restrictions.
Biggest changeThere are risks inherent in doing business internationally, including: the ongoing conflict between Russia and Ukraine, which has resulted in the imposition by the U.S. and other nations of restrictive actions against Russia, Belarus and certain banks, companies and individuals; imposition of governmental controls and changes in laws, regulations or policies; political and economic instability, including in the Middle East; civil unrest, acts of terrorism, force majeure, war, or other armed conflict; changes in U.S. and other national government trade policies affecting the markets for our services, including the imposition of tariffs; political unrest in Hong Kong where we have a significant presence; impact of health crises and their related economic impacts; increases in the consumer price index and interest rates; changes in regulatory practices, tariffs and taxes; potential non-compliance with a wide variety of laws and regulations, including anti-corruption, export control and anti-boycott laws and similar non-U.S. laws and regulations; changes in labor conditions; logistical and communication challenges; and currency exchange rate fluctuations, devaluations and other conversion restrictions. 17 Table of Contents Any of these factors could have a material adverse effect on our business, results of operations or financial condition.
Additional difficulties we may encounter as part of the integration process include the following: the consequences of a change in tax treatment and the possibility that the full benefits anticipated from the acquisition or disposition will not be realized; 22 Table of Contents any delay in the integration or disposition of management teams, strategies, operations, products and services; differences in business backgrounds, corporate cultures and management philosophies that may delay successful integration; the ability to retain key employees; the ability to create and enforce uniform standards, controls, procedures, policies and information systems; the challenge of restructuring complex systems, technology, networks and other assets in a seamless manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies; potential unknown liabilities and unforeseen increased expenses or delays associated with the acquisition, including costs to integrate beyond current estimates; the ability to deduct or claim tax attributes or benefits such as operating losses, business or foreign tax credits; and the disruption of, or the loss of momentum in, each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies.
Additional difficulties we may encounter as part of the integration process include the following: the consequences of a change in tax treatment and the possibility that the full benefits anticipated from the acquisition or disposition will not be realized; any delay in the integration or disposition of management teams, strategies, operations, products and services; differences in business backgrounds, corporate cultures and management philosophies that may delay successful integration; the ability to retain key employees; the ability to create and enforce uniform standards, controls, procedures, policies and information systems; the challenge of restructuring complex systems, technology, networks and other assets in a seamless manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies; potential unknown liabilities and unforeseen increased expenses or delays associated with the acquisition, including costs to integrate beyond current estimates; the ability to deduct or claim tax attributes or benefits such as operating losses, business or foreign tax credits; and the disruption of, or the loss of momentum in, each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies.
We may be required to contribute additional cash to meet our significant underfunded benefit obligations associated with pension benefit plans we manage or multiemployer pension plans in which we participate. We have defined benefit pension plans for employees in the United States, United Kingdom, Canada, Australia, and Ireland.
We may be required to contribute additional cash to meet our underfunded benefit obligations associated with pension benefit plans we manage or multiemployer pension plans in which we participate. We have defined benefit pension plans for employees in the United States, United Kingdom, Canada, Australia, and Ireland.
The new legislation has resulted in new risk, regulatory and cost challenges for our United Kingdom and global operations. Any of these events could adversely affect our United Kingdom, European operations and overall business and financial results.
The new legislation has resulted in new risk, litigation, regulatory and cost challenges for our United Kingdom and global operations. Any of these events could adversely affect our United Kingdom, European operations and overall business and financial results.
While no one client accounted for over 10% of our revenue for fiscal 2024, we face collection risk as a normal part of our business where we perform services and subsequently bill our clients for such services, or when we make equity investments in majority or minority controlled large-scale client projects and other long-term capital projects before the project completes operational status or completes its project financing.
While no one client accounted for over 10% of our revenue for fiscal 2025, we face collection risk as a normal part of our business where we perform services and subsequently bill our clients for such services, or when we make equity investments in majority or minority controlled large-scale client projects and other long-term capital projects before the project completes operational status or completes its project financing.
Sales of our services provided to our unconsolidated joint ventures were approximately 2% of our fiscal 2024 revenue. We generally do not have control of these unconsolidated joint ventures. These joint ventures may not be subject to the same requirements regarding internal controls and internal control over financial reporting that we follow.
Sales of our services provided to our unconsolidated joint ventures were approximately 2% of our fiscal 2025 revenue. We generally do not have control of these unconsolidated joint ventures. These joint ventures may not be subject to the same requirements regarding internal controls and internal control over financial reporting that we follow.
In addition, any purchase price adjustments could be unfavorable and other future proceeds owed to us as part of these transactions could be lower than we expect. As a result, performance by the divested businesses or other conditions outside of our control could have a material adverse effect on our results of operations.
In addition, any purchase price adjustments could be unfavorable and other future proceeds owed to us as part of these transactions could be lower than we expect. As a result, performance by the divested businesses or other conditions outside of our control could have a material adverse effect on 23 Table of Contents our results of operations.
Although the Fund and such Real Estate Joint Ventures have reserves that will be used to share any cost overruns of the Real Estate Joint Ventures, if such reserves are depleted, then AECOM may be required to make support payments to fund non-budgeted cost overruns on behalf of the Fund (but not on behalf of the Fund’s co-partner or any unaffiliated limited partners of the Real Estate Joint Ventures).
Although the Fund and such Real Estate Joint Ventures may have reserves that will be used to share any cost overruns of the Real Estate Joint Ventures, if such reserves are unavailable, then AECOM may be required to make support payments, including to fund non-budgeted cost overruns on behalf of the Fund (but not on behalf of the Fund’s co-partner or any unaffiliated limited partners of the Real Estate Joint Ventures).
Such defaults could materially adversely impact our revenues, results of operations or accounts receivable. Our services expose us to significant risks of liability and our insurance policies may not provide adequate coverage. Our services involve significant risks of professional and other liabilities that may substantially exceed the fees that we derive from such services.
Such defaults could materially adversely impact our revenues, results of operations or accounts receivable. Our services expose us to significant risks of liability and our insurance policies may not provide adequate coverage. 24 Table of Contents Our services involve significant risks of professional and other liabilities that may substantially exceed the fees that we derive from such services.
We reported transaction price allocated to remaining unsatisfied performance obligations (RUPO) of $19.8 billion, as described in Note 4, Revenue Recognition, in the notes to our consolidated financial statements.
We reported transaction price allocated to remaining unsatisfied performance obligations (RUPO) of $19.7 billion, as described in Note 4, Revenue Recognition, in the notes to our consolidated financial statements.
United States and foreign trade policy actions in the United States could affect the profitability of our fixed-price projects. Losses under fixed-price or guaranteed contracts could be substantial and adversely impact our results of operations. 19 Table of Contents Our failure to meet contractual schedule or performance requirements that we have guaranteed could adversely affect our operating results.
United States and foreign trade policy actions in the United States could affect the profitability of our fixed-price projects. Losses under fixed-price or guaranteed contracts could be substantial and adversely impact our results of operations. Our failure to meet contractual schedule or performance requirements that we have guaranteed could adversely affect our operating results.
During fiscal 2024 and 2023, approximately 46% and 43%, respectively, of our revenue was derived from contracts with government entities. Most government contracts are subject to such government’s budgetary approval process. Legislatures typically appropriate funds for a given program on an annual basis, even though contract performance may take more than one year.
During fiscal 2025 and 2024, approximately 50% and 46%, respectively, of our revenue was derived from contracts with government entities. Most government contracts are subject to such government’s budgetary approval process. Legislatures typically appropriate funds for a given program on an annual basis, even though contract performance may take more than one year.
Risks Related to Acquisitions and Divestitures We may be unable to successfully execute or effectively integrate acquisitions and divestitures may not occur as planned. We regularly review our portfolio of businesses and pursue growth through acquisitions and seek to divest non-core businesses.
Risks Related to Acquisitions and Divestitures We may be unable to successfully execute or effectively integrate acquisitions and divestitures may not occur as planned. 22 Table of Contents We regularly review our portfolio of businesses and pursue growth through acquisitions and seek to divest non-core businesses.
During fiscal 2024, revenue attributable to our services provided outside of the United States to non-U.S. clients was approximately 27% of our total revenue.
During fiscal 2025, revenue attributable to our services provided outside of the United States to non-U.S. clients was approximately 27% of our total revenue.
Accordingly, RUPO is $17.6 billion lower than backlog. We cannot guarantee that future revenue will be realized from either category of backlog or, if realized, will result in profits. Many projects may remain in our backlog for an extended period of time because of the size or long-term nature of the contract.
Accordingly, RUPO is $20.0 billion lower than backlog. We cannot guarantee that future revenue will be realized from either category of backlog or, if realized, will result in profits. Many projects may remain in our backlog for an extended period of time because of the size or long-term nature of the contract.
We conduct a portion of our operations through joint venture entities, over which we may have limited control. Approximately 14% of our fiscal 2024 revenue was derived from our operations through joint ventures or similar partnership arrangements, where control may be shared with unaffiliated third parties.
We conduct a portion of our operations through joint venture entities, over which we may have limited control. Approximately 13% of our fiscal 2025 revenue was derived from our operations through joint ventures or similar partnership arrangements, where control may be shared with unaffiliated third parties.
A 1.00% increase in such interest rates would increase total interest expense under our Credit Agreement for the year ended September 30, 2024 by $9.6 million, including the effect of our interest rate swap and interest rate cap agreements.
A 1.00% increase in such interest rates would increase total interest expense under our Credit Agreement for the year ended September 30, 2025 by $9.0 million, including the effect of our interest rate swap and interest rate cap agreements.
Our collective bargaining agreements with unions require us to contribute to various multiemployer pension plans; however, we do not control or manage these plans. For the year ended September 30, 2024, we contributed $2.5 million to multiemployer pension plans.
Our collective bargaining agreements with unions require us to contribute to various multiemployer pension plans; however, we do not control or manage these plans. For the year ended September 30, 2025, we contributed $2.7 million to multiemployer pension plans.
The continued enactment by all OECD countries or by individual countries could result in additional income tax liability, but the timing and ultimate impact on our tax obligations are uncertain.
While the current impact is limited, the continued enactment by all OECD countries or by individual countries could result in additional income tax liability, but the timing and ultimate impact on our tax obligations are uncertain.
Because we have grown in part through acquisitions, goodwill represents a substantial portion of our assets, and was $3.5 billion as of September 30, 2024.
Because we have grown in part through acquisitions, goodwill represents a substantial portion of our assets, and was $3.7 billion as of September 30, 2025.
In addition, we may enter guaranteed maximum price contracts where we guarantee a price or delivery date. For the year ended September 30, 2024, our revenue was comprised of 40%, 37%, and 23% cost-reimbursable, guaranteed maximum price, and fixed-price contracts, respectively.
In addition, we may enter guaranteed maximum price contracts where we guarantee a price or delivery date. For the year ended September 30, 2025, our revenue was comprised of 38%, 37%, and 25% cost-reimbursable, guaranteed maximum price, and fixed-price contracts, respectively.
As of September 30, 2024 and September 30, 2023, we were contingently liable for $5.1 billion and $4.6 billion, respectively, in issued surety bonds primarily to support project execution and we had outstanding letters of credit totaling $938.9 million and $883.3 million, respectively.
As of September 30, 2025 and September 30, 2024, we were contingently liable for $5.6 billion and $5.1 billion, respectively, in issued surety bonds primarily to support project execution and we had outstanding letters of credit totaling $903.8 million and $938.9 million, respectively.
Our backlog of uncompleted projects under contract is subject to unexpected adjustments and cancellations and, thus may not accurately reflect future revenue and profits. At September 30, 2024, backlog was approximately $37.4 billion.
Our backlog of uncompleted projects under contract is subject to unexpected adjustments and cancellations and, thus may not accurately reflect future revenue and profits. At September 30, 2025, backlog was approximately $39.7 billion.
If we or our employees are unable to obtain or retain the necessary eligibility, we may not be able to win new business, and our existing customers could terminate their contracts with us or decide not to renew them.
Depending on the project, eligibility can be difficult and time-consuming to obtain. If we or our employees are unable to obtain or retain the necessary eligibility, we may not be able to win new business, and our existing customers could terminate their contracts with us or decide not to renew them.
During fiscal 2024, the Company completed a transaction pursuant to which members of the AECOM Capital team transitioned to a new third party platform and will provide investment advisory services relating to the AECOM Capital business pursuant to certain advisory agreements.
During fiscal 2024, the Company completed a transaction pursuant to which members of the AECOM Capital team transitioned to a new third party platform and will provide investment advisory services relating to the AECOM Capital business pursuant to certain advisory agreements. The failure of the transitioned team to adequately perform these services could negatively impact the Company.
At September 30, 2024, our defined benefit pension plans had an aggregate deficit (the excess of projected benefit obligations over the fair value of plan assets) of approximately $134.0 million.
At September 30, 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 $89.4 million.
These activities may require us to manage, handle, remove, treat, transport and dispose of toxic or hazardous substances. 21 Table of Contents Significant fines, penalties and other sanctions may be imposed for non-compliance with environmental laws and regulations, and some environmental laws provide for joint and several strict liabilities for remediation of releases of hazardous substances, rendering a person liable for environmental damage, without regard to negligence or fault on the part of such person.
Significant fines, penalties and other sanctions may be imposed for non-compliance with environmental laws and regulations, and some environmental laws provide for joint and several strict liabilities for remediation of releases of hazardous substances, rendering a person liable for environmental damage, without regard to negligence or fault on the part of such person.
A failure to adequately meet stakeholders’ expectations, including failing to meet client commitments and targets, may result in loss of business, and an inability to attract and retain customers and talented personnel, which could have a negative impact on our business, results of operations and financial condition, and potentially on the price of our common stock and cost of capital.
A failure to adequately meet evolving rules and regulations or stakeholders’ expectations, including failing to meet client commitments and targets, or being viewed negatively based on positions we do or do not take or work we do or do not perform, may result in loss of business, and an inability to attract and retain customers and talented personnel, which could have a negative impact on our business, results of operations and financial condition, and potentially on the price of our common stock and cost of capital.
If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed remains the same, and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease.
Borrowings under our Credit Agreement are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed remains the same, and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease.
We face threats to our information technology systems, including unauthorized access, computer hackers, computer viruses, malicious code, cyber-attacks, ransomware, data extortion, phishing and other cybersecurity problems and system disruptions, including possible unauthorized access to our and our clients’ proprietary information.
In addition, the California Consumer Privacy Act increased the penalties for data privacy incidents. We face threats to our information technology systems, including unauthorized access, computer hackers, computer viruses, malicious code, cyber-attacks, ransomware, data extortion, phishing and other cybersecurity problems and system disruptions, including possible unauthorized access to our and our clients’ proprietary information.
As a result, our failure to maintain adequate safety standards and equipment could result in reduced profitability, harm to our reputation, or the loss of projects or clients, and could have a material adverse impact on our business, financial condition, and results of operations. 18 Table of Contents Cybersecurity threats, information technology systems outages and data privacy incidents could adversely harm our business.
As a result, our failure to maintain adequate safety standards and equipment could result in reduced profitability, harm to our reputation, or the loss of projects or clients, and could have a material adverse impact on our business, financial condition, and results of operations.
The proposal aims to ensure that multinationals pay a minimum rate of tax on their foreign profits through the introduction of a global minimum tax among other provisions. The minimum tax will affect our financial statements beginning October 1, 2024 for those operations that are doing business in countries that have enacted the framework.
The framework is designed to ensure that multinationals pay a minimum level of tax on their foreign profits through the introduction of a global minimum tax among other provisions. The minimum tax affects our financial statements beginning fiscal 2025 for those operations that are doing business in countries that have enacted the framework.
Our business involves in part the planning, design, program management, construction management, and operations and maintenance at various sites, including but not limited to, nuclear facilities, hazardous waste and Superfund sites, hydrocarbon production, distribution and transport sites, and other infrastructure-related facilities. We also regularly perform work in and around sensitive environmental areas, such as rivers, lakes and wetlands.
Our business involves in part the planning, design, program management, construction management, and operations and maintenance at various sites, including but not limited to, nuclear facilities, hazardous waste and Superfund sites, hydrocarbon production, distribution and transport sites, and other infrastructure-related facilities.
Foreign Corrupt Practices Act (FCPA) and similar worldwide anti-corruption laws, including the U.K. Bribery Act of 2010, generally prohibit companies and their intermediaries from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business.
Bribery Act of 2010, generally prohibit companies and their intermediaries from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business.
If economic conditions remain uncertain and/or weaken, our revenue and profitability could be adversely affected. Demand for our services is cyclical and may be vulnerable to sudden economic downturns, interest rate fluctuations and reductions in government and private industry spending that result in clients delaying, curtailing or canceling proposed and existing projects.
Demand for our services is cyclical and may be vulnerable to sudden economic downturns, interest rate fluctuations and reductions in government and private industry spending that result in clients delaying, curtailing or 14 Table of Contents canceling proposed and existing projects.
We maintain insurance coverage from third-party insurers as part of our overall risk management strategy and because some of our contracts require us to maintain specific insurance coverage limits.
Unavailability or cancellation of third-party insurance coverage would increase our overall risk exposure as well as disrupt the management of our business operations. We maintain insurance coverage from third-party insurers as part of our overall risk management strategy and because some of our contracts require us to maintain specific insurance coverage limits.
For example, real estate and infrastructure joint ventures are inherently risky and may result in future losses since real estate markets are impacted by economic trends and government policies that we do not control.
We have investments in and commitments to joint ventures with unrelated parties, including in connection with government services, and the investment activities of ACAP. For example, real estate and infrastructure joint ventures are inherently risky and may result in future losses since real estate markets are impacted by economic trends and government policies that we do not control.
Fixed-price contracts require us to either perform all work under the contract for a specified lump-sum or to perform an estimated number of units of work at an agreed price per unit, with the total payment determined by the actual number of units performed.
Risks Related to Contracts and Joint Ventures Our business and operating results could be adversely affected by losses under fixed-price or guaranteed maximum price contracts. 19 Table of Contents Fixed-price contracts require us to either perform all work under the contract for a specified lump-sum or to perform an estimated number of units of work at an agreed price per unit, with the total payment determined by the actual number of units performed.
These events or circumstances could include a significant change in the business climate, including a significant sustained decline in a reporting unit’s market value, legal factors, operating performance indicators, competition, sale or disposition of a significant portion of our business, a significant sustained decline in our market capitalization and other factors. 23 Table of Contents In addition, if we experience a decrease in our stock price and market capitalization over a sustained period, we would have to record an impairment charge in the future.
These events or circumstances could include a significant change in the business climate, including a significant sustained decline in a reporting unit’s market value, legal factors, operating performance indicators, competition, sale or disposition of a significant portion of our business, a significant sustained decline in our market capitalization and other factors.
There is a rapidly evolving awareness and focus from stakeholders with respect to environmental, social and governance practices, which could affect our business. Stakeholder expectations with respect to environmental, social and governance matters have been rapidly evolving and increasing.
There is an evolving awareness and scrutiny from stakeholders with respect to environmental, social and governance practices, which could affect our business. Stakeholder expectations with respect to environmental, social and governance matters have been rapidly evolving, including with increased scrutiny from governmental organizations, clients and employees on such matters and related disclosures.
Any of these factors could have a material adverse effect on our business, results of operations or financial condition. We operate in many different jurisdictions and we could be adversely affected by legislative actions of governments, as well as violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-corruption laws. The U.S.
We operate in many different jurisdictions and we could be adversely affected by legislative actions of governments, as well as violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-corruption laws. The U.S. Foreign Corrupt Practices Act (FCPA) and similar worldwide anti-corruption laws, including the U.K.
If an event of default occurs, our creditors could elect to: declare all borrowings outstanding, together with accrued and unpaid interest, to be immediately due and payable; require us to apply all of our available cash to repay the borrowings; or prevent us from making debt service payments on our borrowings. 16 Table of Contents If we were unable to repay or otherwise refinance these borrowings when due, the applicable creditors could sell the collateral securing some of our debt instruments, which constitutes substantially all of the Company’s and certain of its domestic wholly-owned subsidiaries’ assets.
If an event of default occurs, our creditors could elect to: declare all borrowings outstanding, together with accrued and unpaid interest, to be immediately due and payable; require us to apply all of our available cash to repay the borrowings; or prevent us from making debt service payments on our borrowings.
As a result, internal control problems may arise with respect to these joint ventures, which could have a material adverse effect on our financial condition and results of operations and could also affect our reputation.
As a result, internal control problems may arise with respect to these joint ventures, which could have a material adverse effect on our financial condition and results of operations and could also affect our reputation. 20 Table of Contents We participate in joint ventures where we provide guarantees and may be adversely impacted by the failure of the joint venture or its participants to fulfill their obligations.
We may experience errors, outages, or delays of service in our information technology systems, which could significantly disrupt our operations, impact our clients and employees, damage our reputation, and result in litigation and regulatory fines or penalties. Various privacy and securities laws pertaining to client and employee data usage require us to manage and protect sensitive and proprietary information.
Cybersecurity threats, information technology systems outages and data privacy incidents could adversely harm our business. 18 Table of Contents We may experience errors, outages, or delays of service in our information technology systems, which could significantly disrupt our operations, impact our clients and employees, damage our reputation, and result in litigation and regulatory fines or penalties.
Failure to adequately protect, maintain, or enforce our intellectual property rights may adversely limit our competitive position. 26 Table of Contents Our revenue and growth prospects may be harmed if we or our employees are unable to obtain government granted eligibility or other qualifications we and they need to perform services for our customers.
Our revenue and growth prospects may be harmed if we or our employees are unable to obtain government granted eligibility or other qualifications we and they need to perform services for our customers. 26 Table of Contents A number of government programs require contractors to have government granted eligibility, such as security clearance credentials.
If a government terminates a contract due to our default, we could be liable for excess costs incurred by the government in obtaining services from another source. 15 Table of Contents Our contracts with governmental agencies are subject to audit, which could result in adjustments to reimbursable contract costs or, if we are charged with wrongdoing, possible temporary or permanent suspension from participating in government programs.
Our contracts with governmental agencies are subject to audit, which could result in adjustments to reimbursable contract costs or, if we are charged with wrongdoing, possible temporary or permanent suspension from participating in government programs. Our books and records are subject to audit by the various governmental agencies we serve and their representatives.
Loss of the services of, or failure to recruit, senior management or key technical personnel could impact the long-term performance of the Company and limit our ability to successfully complete existing projects and compete for new projects. 14 Table of Contents Demand for our services is cyclical and vulnerable to sudden economic downturns and reductions in government and private industry spending.
Also, some of our personnel hold government granted eligibility that may be required to obtain government projects. Loss of the services of, or failure to recruit, senior management or key technical personnel could impact the long-term performance of the Company and limit our ability to successfully complete existing projects and compete for new projects.
Additionally, our insurance policies may not protect us against potential liability due to various exclusions in the policies and self-insured retention amounts.
Additionally, our insurance policies may not protect us against potential liability due to various exclusions in the policies and self-insured retention amounts. Partially or completely uninsured claims, if successful and of significant magnitude, could have a material adverse effect on our business.
For example, the European’s Union General Data Protection Regulation may apply to companies processing data of European Union residents, even if the company is not located in the European Union. In addition, the California Consumer Privacy Act increased the penalties for data privacy incidents.
Various privacy and securities laws pertaining to client and employee data usage require us to manage and protect sensitive and proprietary information. For example, the European’s Union General Data Protection Regulation may apply to companies processing data of European Union residents, even if the company is not located in the European Union.
In addition, for some assignments, the U.S. government may attempt to “insource” the services to government employees rather than outsource to a contractor.
In addition, for some assignments, the U.S. government may attempt to “insource” the services to government employees rather than outsource to a contractor. If a government terminates a contract due to our default, we could be liable for excess costs incurred by the government in obtaining services from another source.
In addition, in connection with the investment activities of ACAP, we provide guarantees of obligations, including guarantees for completion of projects, repayment of debt, environmental indemnity obligations and other lender required guarantees. 20 Table of Contents AECOM Capital’s real estate development and investment activities are inherently risky and may result in a future loss.
In addition, in connection with the investment activities of ACAP, we provide guarantees of obligations, including guarantees for completion of projects, payment of interest and carrying costs, repayment of debt, environmental indemnity obligations and other lender required guarantees. When we provide a guarantee, we may be responsible for material costs or performance in completing contractual obligations.
If such matters are not resolved in our favor, they could have a material adverse effect on our business.
These audits can result in adjustments to the amount of contract costs we believe are reimbursable by the 15 Table of Contents agencies and the amount of our overhead costs allocated to the agencies. If such matters are not resolved in our favor, they could have a material adverse effect on our business.
In addition, we have contracts in support of U.S. federal government entities to decontaminate and decommission nuclear facilities.
We also regularly 21 Table of Contents perform work in and around sensitive environmental areas, such as rivers, lakes and wetlands. In addition, we have contracts in support of U.S. federal government entities to decontaminate and decommission nuclear facilities. These activities may require us to manage, handle, remove, treat, transport and dispose of toxic or hazardous substances.
Removed
Also, some of our personnel hold government granted eligibility that may be required to obtain government projects.
Added
Demand for our services is cyclical and vulnerable to sudden economic downturns and reductions in government and private industry spending. If economic conditions remain uncertain and/or weaken, our revenue and profitability could be adversely affected.
Removed
Our books and records are subject to audit by the various governmental agencies we serve and their representatives. These audits can result in adjustments to the amount of contract costs we believe are reimbursable by the agencies and the amount of our overhead costs allocated to the agencies.
Added
If we were unable to repay or otherwise refinance these borrowings when due, the applicable creditors could sell the collateral securing some of our debt instruments, which constitutes substantially all of the Company’s and certain of its domestic wholly-owned subsidiaries’ assets. 16 Table of Contents Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.
Removed
Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly. Borrowings under our Credit Agreement are at variable rates of interest and expose us to interest rate risk.
Added
We may use artificial intelligence, machine learning, data science and similar technologies in our business, and challenges with properly managing such technologies could result in reputational harm, competitive harm, and legal liability, and adversely affect our business, financial condition and results of operations.
Removed
Risks Related to Contracts and Joint Ventures Our business and operating results could be adversely affected by losses under fixed-price or guaranteed maximum price contracts.
Added
Artificial intelligence, machine learning, data science and similar technologies (collectively, “AI”), including third-party AI tools, may be enabled by, or integrated into, some of our business processes and solutions. As with many developing technologies, AI presents risks and challenges that could affect its further development, adoption, and use, and therefore our business. AI algorithms may be flawed or biased.
Removed
We participate in joint ventures where we provide guarantees and may be adversely impacted by the failure of the joint venture or its participants to fulfill their obligations. We have investments in and commitments to joint ventures with unrelated parties, including in connection with government services, and the investment activities of ACAP.
Added
Datasets used to train or develop AI systems may be insufficient, of inferior quality, or contain biased, incorrect or incomplete information. The utilization of AI may increase our risk and liability exposure relating to confidentiality, intellectual property infringement, and client use restrictions. Our AI governance review process and safeguards may not be adequate to protect against these risks and challenges.
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Partially or completely uninsured claims, if successful and of significant magnitude, could have a material adverse effect on our business. 24 Table of Contents ​ Unavailability or cancellation of third-party insurance coverage would increase our overall risk exposure as well as disrupt the management of our business operations.
Added
Additionally, the laws and regulations concerning the use of AI continue to evolve.
Removed
A number of government programs require contractors to have government granted eligibility, such as security clearance credentials. Depending on the project, eligibility can be difficult and time-consuming to obtain.
Added
If the use or integration of AI systems, or the outputs generated by such systems, were determined to be non-compliant (e.g., in relation to AI statutory regimes, data privacy rights or in relation to the use of AI for certain activities or use cases), this may expose us to regulatory action or litigation.
Added
It is possible that emerging regulations or changes to intellectual property laws may limit or block the use of AI in our business or otherwise impose restrictions that may adversely affect the efficiency of our business processes or solutions that were utilizing AI technologies.
Added
Our competitors or other third parties may incorporate AI into their product and service offerings more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our business, financial condition and results of operations.
Added
AECOM Capital’s real estate development and investment activities are inherently risky and may result in a future loss.
Added
In addition, complying or failing to comply with existing or future federal, state, local and foreign legislation and regulations applicable to our environmental, social and governance practices, which may conflict with one another, could cause us to incur additional compliance and operational costs or actions and suffer reputational harm, which could materially and adversely affect our business, financial condition and results of operations.
Added
In addition, if we experience a decrease in our stock price and market capitalization over a sustained period, we would have to record an impairment charge in the future.
Added
Failure to adequately protect, maintain, or enforce our intellectual property rights may adversely limit our competitive position.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeIn the event of a cybersecurity incident, we have a plan which sets forth a framework to report such incidents to our cybersecurity incident response team. This framework is designed with the goal of enabling the response team to take actions to monitor, mitigate and remediate such incidents in a timely manner.
Biggest changeThis framework is designed with the goal of enabling the response team to take actions to monitor, mitigate and remediate such incidents in a timely manner. As part of this incident response plan, we have retainers in place with professional service firms to assist with cybersecurity incidents if needed.
Our CISO reports to our Chief Information Officer, who meets with our Board at least annually to discuss cybersecurity risk and related topics. Our CISO’s team is responsible for leading enterprise-wide cybersecurity strategy, policy, standards and processes. The CISO receives ongoing updates from his team regarding the prevention, detection, mitigation, and remediation of cybersecurity incidents.
Our CISO reports to our Chief Information Officer, up to the Chief Technology Officer, who meets with our Board at least annually to discuss cybersecurity risk and related topics. Our CISO’s team is responsible for leading enterprise-wide cybersecurity strategy, policy, standards and processes.
As part of this incident response plan, we have retainers in place with professional service firms to assist with cybersecurity incidents if needed. 28 Table of Contents Cybersecurity Risks, Threats and Material Incidents While we are not aware of any cybersecurity incidents that have materially affected us through the date of this report, there can be no guarantee that we will not be the subject of future material cybersecurity incidents.
Cybersecurity Risks, Threats and Material Incidents While we are not aware of any cybersecurity incidents that have materially affected us through the date of this report, there can be no guarantee that we will not be the subject of future material cybersecurity incidents.
Additional information on cybersecurity risks that we may face can be found in Item 1A Risk Factors of this Form 10-K. ITEM 2. PROPERTIES Our corporate offices are located in approximately 9,000 square feet of space at 13355 Noel Road, Dallas, Texas.
Additional information on cybersecurity risks that we may face can be found in Item 1A Risk Factors of this Form 10-K.
Removed
Our other offices, including smaller administrative or project offices, consist of an aggregate of approximately 5.8 million square feet worldwide. Virtually all of our offices are leased. See Note 11 in the notes to our consolidated financial statements for information regarding our lease obligations.
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The CISO receives ongoing updates from his team regarding the prevention, detection, mitigation, and remediation of cybersecurity incidents. 28 Table of Contents In the event of a cybersecurity incident, we have a plan which sets forth a framework to report such incidents to our cybersecurity incident response team.
Removed
We may add additional facilities from time to time in the future as the need arises. ​

Item 2. Properties

Properties — owned and leased real estate

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ITEM 2. PROPERTIES 29 ITEM 3. LEGAL PROCEEDINGS 29 ITEM 4. MINE SAFETY DISCLOSURE 29 ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 30 ITEM 6. [RESERVED] 32 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 33 ITEM 7A.
Added
ITEM 2. PROPERTIES Our corporate offices are located in approximately 9,000 square feet of space at 13355 Noel Road, Dallas, Texas. Our other offices, including smaller administrative or project offices, consist of an aggregate of approximately 5.2 million square feet worldwide. Virtually all of our offices are leased.
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 54 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 55
Added
See Note 11 in the notes to our consolidated financial statements for information regarding our lease obligations. We may add additional facilities from time to time in the future as the need arises.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeSee Note 18, 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 3.
Biggest changeSee Note 18, 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 3. From time to time, we establish reserves for litigation when we consider it probable that a loss will occur.
Removed
From time to time, we establish reserves for litigation when we consider it probable that a loss will occur. ​
Added
ITEM 4. MINE SAFETY DISCLOSURES None. 29 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeDuring fiscal 2024, we determined that the S&P Mid Cap 400 Commercial & Professional Services Index is a more appropriate comparison than the prior S&P Composite 1500 Construction & Engineering Index due to the composition of the included companies given their size, comparable services, and lines of business. (1) This section is not “soliciting material,” is not deemed “filed” with the SEC and is not incorporated by reference in any of our filings under the Securities Act or Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. 31 Table of Contents Stock Repurchase Program The following table shows the repurchase activity for each of the three months ended September 30, 2024: Total Number Total Number of Shares Maximum Approximate Dollar of Shares Average Price Purchased as Part of Publicly Value that May Yet Be Purchased Fiscal Period Purchased Paid Per Share Announced Plans or Programs Under the Plans or Programs (1) July 1 31, 2024 1,353,371 $ 89.48 1,353,371 $ 757,500,000 August 1 31, 2024 335,141 $ 91.15 335,141 $ 727,000,000 September 1 30, 2024 1,647,996 $ 101.04 1,647,996 $ 560,500,000 Total 3,336,508 3,336,508 (1) On November 14, 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.
Biggest changeStock Repurchase Program The following table shows the repurchase activity for each of the three months ended September 30, 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 Programs (1) July 1 31, 2025 $ $ 894,500,000 August 1 31, 2025 $ $ 894,500,000 September 1 30, 2025 1,970,954 $ 126.91 1,970,954 $ 644,400,000 Total 1,970,954 1,970,954 _______________________________________________________________ (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.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is listed on the New York Stock Exchange (NYSE) under the symbol “ACM.” According to the records of our transfer agent, there were 1,369 stockholders of record as of November 15, 2024. Unregistered Sales of Equity Securities None.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is listed on the New York Stock Exchange (NYSE) under the symbol “ACM.” According to the records of our transfer agent, there were 1,364 stockholders of record as of November 14, 2025. Unregistered Sales of Equity Securities None.
(2) Weighted - average exercise price of outstanding options only. (3) Amounts only reflected in column (c) and include all shares available for future issuance and subject to outstanding rights.
As of September 30, 2025, there were no options outstanding. (2) Weighted-average exercise price of outstanding options only. (3) Amounts only reflected in column (c) and include all shares available for future issuance and subject to outstanding rights.
Stock repurchase can be made through open market purchases or other methods, including pursuant to a Rule 10b5-1 plan.
Stock repurchase can be made through open market purchases or other methods, including pursuant to a Rule 10b5-1 plan. ITEM 6. RESERVED 31 Table of Contents
Equity Compensation Plans The following table presents certain information about shares of AECOM common stock that may be issued under our equity compensation plans as of September 30, 2024: Column A Column B Column C Number of securities remaining available Number of securities Weighted average for future to be issued exercise price of issuance under upon exercise Outstanding equity compensation of outstanding options, plans (excluding options, warrants, warrants, and securities reflected Plan Category and rights (1) Rights in Column A) Equity compensation plans not approved by stockholders N/A N/A N/A Equity compensation plans approved by stockholders: AECOM Stock Incentive Plans 1,466,288 (1) 38.72 (2) 11,707,195 AECOM Employee Stock Purchase Plan (3) N/A N/A 7,957,533 Total 1,466,288 $ 38.72 19,664,728 (1) Includes 53,097 shares issuable upon the exercise of stock options, 753,848 shares issuable upon the vesting of Restricted Stock Units, and 659,343 shares issuable if specified performance targets are met under Performance Earnings Program Awards (PEP).
Equity Compensation Plans The following table presents certain information about shares of AECOM common stock that may be issued under our equity compensation plans as of September 30, 2025: Column A Column B Column C Plan Category Number of securities to be issued upon exercise of outstanding options, warrants, and rights (1) Weighted‑average exercise price of Outstanding options, warrants, and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in Column A) Equity compensation plans not approved by stockholders N/A N/A N/A Equity compensation plans approved by stockholders: AECOM Stock Incentive Plans 1,357,329 (1) N/A (2) 11,262,039 AECOM Employee Stock Purchase Plan (3) N/A N/A 7,504,394 Total 1,357,329 N/A 18,766,433 _______________________________________________________________ (1) Includes 717,898 shares issuable upon the vesting of Restricted Stock Units, and 639,431 shares issuable if specified performance targets are met under Performance Earnings Program Awards (PEP).
In addition, we believe the S&P Mid Cap 400 Commercial & Professional Services Index is an appropriate third party published industry index since it measures the performance of professional services companies.
We believe the S&P 400 MidCap is an appropriate independent broad market index, since it measures the performance of similar mid-sized companies in numerous sectors.
Performance Measurement Comparison (1) The following chart compares the cumulative total stockholder return of AECOM stock (ACM) with the cumulative total return of the S&P MidCap 400, and the S&P Mid Cap 400 Commercial & Professional Services Index, from September 27, 2019 to September 27, 2024. 30 Table of Contents We believe the S&P 400 MidCap is an appropriate independent broad market index, since it measures the performance of similar mid-sized companies in numerous sectors.
Performance Measurement Comparison (1) The following chart compares the cumulative total stockholder return of AECOM stock (ACM) with the cumulative total return of the S&P MidCap 400, and the S&P Mid Cap 400 Commercial & Professional Services Index, from October 2, 2020 to October 3, 2025.
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In addition, we believe the S&P Mid Cap 400 Commercial & Professional Services Index is an appropriate third party published industry index since it measures the performance of professional services companies. 30 Table of Contents _______________________________________________________________ (1) This section is not “soliciting material,” is not deemed “filed” with the SEC and is not incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeIt is possible that our estimate of loss may be revised based on the actual or revised estimate of liability of the claims. 39 Table of Contents Fiscal year ended September 30, 2024 compared to the fiscal year ended September 30, 2023 Consolidated Results Fiscal Year Ended Change September 30, September 30, 2024 2023 $ % ($ in millions) Revenue $ 16,105.5 $ 14,378.5 $ 1,727.0 12.0 % Cost of revenue 15,021.2 13,433.0 1,588.2 11.8 Gross profit 1,084.3 945.5 138.8 14.7 Equity in earnings (losses) of joint ventures 2.1 (279.4) 281.5 (100.8) General and administrative expenses (160.1) (153.6) (6.5) 4.2 Restructuring cost (98.9) (188.4) 89.5 (47.5) Income from operations 827.4 324.1 503.3 155.3 Other income 17.6 8.3 9.3 112.0 Interest income 58.6 40.3 18.3 45.4 Interest expense (185.4) (159.3) (26.1) 16.4 Income from continuing operations before taxes 718.2 213.4 504.8 236.6 Income tax expense from continuing operations 153.0 56.1 96.9 172.7 Net income from continuing operations 565.2 157.3 407.9 259.3 Net loss from discontinued operations (105.0) (57.2) (47.8) 83.6 Net income 460.2 100.1 360.1 359.7 Net income attributable to noncontrolling interests from continuing operations (59.3) (43.2) (16.1) 37.3 Net (loss) income attributable to noncontrolling interests from discontinued operations 1.4 (1.6) 3.0 (187.5) Net income attributable to noncontrolling interests (57.9) (44.8) (13.1) 29.2 Net income attributable to AECOM from continuing operations 505.9 114.1 391.8 343.4 Net loss attributable to AECOM from discontinued operations (103.6) (58.8) (44.8) 76.2 Net income attributable to AECOM $ 402.3 $ 55.3 $ 347.0 627.5 % 40 Table of Contents The following table presents the percentage relationship of statement of operations items to revenue: Fiscal Year Ended September 30, September 30, 2024 2023 Revenue 100.0 % 100.0 % Cost of revenue 93.3 93.4 Gross profit 6.7 6.6 Equity in earnings (losses) of joint ventures 0.0 (1.9) General and administrative expenses (1.0) (1.1) Restructuring costs (0.6) (1.3) Income from operations 5.1 2.3 Other income 0.1 0.1 Interest income 0.4 0.3 Interest expense (1.1) (1.2) Income from continuing operations before taxes 4.5 1.5 Income tax expense from continuing operations 1.0 0.4 Net income from continuing operations 3.5 1.1 Net loss from discontinued operations (0.6) (0.4) Net income 2.9 0.7 Net income attributable to noncontrolling interests from continuing operations (0.4) (0.3) Net (loss) income attributable to noncontrolling interests from discontinued operations 0.0 0.0 Net income attributable to noncontrolling interests (0.4) (0.3) Net income attributable to AECOM from continuing operations 3.1 0.8 Net loss attributable to AECOM from discontinued operations (0.6) (0.4) Net income attributable to AECOM 2.5 % 0.4 % Revenue Our revenue for the year ended September 30, 2024 increased $1,727.0 million, or 12.0%, to $16,105.5 million as compared to $14,378.5 million for the corresponding period last year.
Biggest changeFiscal year ended September 30, 2025 compared to the fiscal year ended September 30, 2024 Consolidated Results 36 Table of Contents Fiscal Year Ended Change September 30, 2025 September 30, 2024 $ % ($ in millions) Revenue $ 16,139.6 $ 16,105.5 $ 34.1 0.2 % Cost of revenue 14,922.9 15,021.2 (98.3) (0.7) Gross profit 1,216.7 1,084.3 132.4 12.2 Equity in earnings of joint ventures 27.0 2.1 24.9 1,185.7 General and administrative expenses (157.8) (160.1) 2.3 (1.4) Restructuring and acquisition costs (59.4) (98.9) 39.5 (39.9) Income from operations 1,026.5 827.4 199.1 24.1 Other income 10.5 17.6 (7.1) (40.3) Interest income 62.9 58.6 4.3 7.3 Interest expense (184.3) (185.4) 1.1 (0.6) Income from continuing operations before taxes 915.6 718.2 197.4 27.5 Income tax expense from continuing operations 204.0 153.0 51.0 33.3 Net income from continuing operations 711.6 565.2 146.4 25.9 Net loss from discontinued operations (75.4) (105.0) 29.6 (28.2) Net income 636.2 460.2 176.0 38.2 Net income attributable to noncontrolling interests from continuing operations (73.3) (59.3) (14.0) 23.6 Net (loss) income attributable to noncontrolling interests from discontinued operations (1.1) 1.4 (2.5) (178.6) Net income attributable to noncontrolling interests (74.4) (57.9) (16.5) 28.5 Net income attributable to AECOM from continuing operations 638.3 505.9 132.4 26.2 Net loss attributable to AECOM from discontinued operations (76.5) (103.6) 27.1 (26.2) Net income attributable to AECOM $ 561.8 $ 402.3 $ 159.5 39.6 % The following table presents the percentage relationship of statement of operations items to revenue: 37 Table of Contents Fiscal Year Ended September 30, 2025 September 30, 2024 Revenue 100.0 % 100.0 % Cost of revenue 92.5 93.3 Gross profit 7.5 6.7 Equity in earnings of joint ventures 0.2 0.0 General and administrative expenses (0.9) (1.0) Restructuring and acquisition costs (0.4) (0.6) Income from operations 6.4 5.1 Other income 0.1 0.1 Interest income 0.4 0.4 Interest expense (1.2) (1.1) Income from continuing operations before taxes 5.7 4.5 Income tax expense from continuing operations 1.3 1.0 Net income from continuing operations 4.4 3.5 Net loss from discontinued operations (0.5) (0.6) Net income 3.9 2.9 Net income attributable to noncontrolling interests from continuing operations (0.5) (0.4) Net (loss) income attributable to noncontrolling interests from discontinued operations 0.0 0.0 Net income attributable to noncontrolling interests (0.5) (0.4) Net income attributable to AECOM from continuing operations 3.9 3.1 Net loss attributable to AECOM from discontinued operations (0.5) (0.6) Net income attributable to AECOM 3.4 % 2.5 % Revenue Our revenue for the year ended September 30, 2025 increased $34.1 million, or 0.2%, to $16,139.6 million as compared to $16,105.5 million for the corresponding period last year.
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 their business, consummate mergers, consolidations and the sale of all or substantially all of our respective assets and transact with affiliates.
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.
Contributions beyond one year have not been included as amounts are not determinable. New Accounting Pronouncements and Changes in Accounting In November 2023, the Financial Accounting Standards Board (FASB) amended the guidance of Accounting Standards Codification (ASC) 280, Segment Reporting , requiring public entities to disclose significant segment expenses and other segment items on an annual and interim basis.
Contributions beyond one year have not been included as amounts are not determinable. New Accounting Pronouncements and Changes in Accounting In November 2023, the Financial Accounting Standards Board (FASB) amended the guidance of Accounting Standards Codification (ASC) 280, Segment Reporting , requiring public entities to disclose significant segment expenses and other segment items on an interim basis.
We have exited substantially all of our former 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 geographic exposure. We completed a transaction that transitioned the AECOM Capital team to a new third-party platform in the third quarter of fiscal 2024.
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 geographic exposure. We completed a transaction that transitioned the AECOM Capital team to a new third-party platform in the third quarter of fiscal 2024.
No deferred taxes have been provided on the undistributed gross book-tax basis differences of our non-U.S. operations of approximately $1.2 billion because we have the ability to and intend to permanently reinvest these basis differences overseas. If we were to repatriate these basis differences, additional taxes could be due at that time.
No deferred taxes have been provided on the undistributed gross book-tax basis differences of our non-U.S. operations of approximately $1.1 billion because we have the ability to and intend to permanently reinvest these basis differences overseas. If we were to repatriate these basis differences, additional taxes could be due at that time.
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. International: Planning, advisory, consulting, architectural and engineering design services 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.
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. 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.
Interest expense in the consolidated statements of operations included amortization of deferred debt issuance costs for the years ended September 30, 2024, 2023 and 2022 of $7.6 million, $4.9 million and $4.9 million, respectively. Other Commitments We enter into various joint venture arrangements to provide architectural, engineering, program management, construction management and operations and maintenance services.
Interest expense in the consolidated statements of operations included amortization of deferred debt issuance costs for the years ended September 30, 2025, 2024 and 2023 of $7.4 million, $7.6 million and $4.9 million, respectively. Other Commitments We enter into various joint venture arrangements to provide architectural, engineering, program management, construction management and operations and maintenance services.
We do not believe that we have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that would be material to investors. 53 Table of Contents
We do not believe that we have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that would be material to investors. 50 Table of Contents
Such arrangements include standby letters of credit, surety bonds, and corporate guarantees to support the creditworthiness or the project execution commitments of our 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.
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.
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. We may also guarantee that a project, when complete, will achieve specified performance standards.
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.
General and Administrative Expenses General and administrative expenses include corporate expenses, including personnel, occupancy, and administrative expenses. Restructuring Costs Restructuring costs are comprised of personnel and other costs, real estate costs, and costs associated with business exits primarily related to actions that are expected to deliver continued margin expansion and operating efficiencies.
General and Administrative Expenses General and administrative expenses include corporate expenses, including personnel, occupancy, and administrative expenses. Restructuring and Acquisition Costs Restructuring and acquisition costs are comprised of personnel and other costs, real estate costs, and costs associated with business exits and acquisitions primarily related to actions that are expected to deliver continued margin expansion and operating efficiencies.
As of September 30, 2024, 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.
As of September 30, 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.
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 September 30, 2024 and for the twelve months then ended.
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 September 30, 2025 and for the twelve months then ended.
In addition, in connection with the investment activities of AECOM Capital, we provide guarantees of certain contractual obligations, including guarantees for completion of projects, limited debt repayment, environmental indemnity obligations and other lender required guarantees. 51 Table of Contents In February 2024, we were informed of a potential liability as one of the indemnitors on a divested business’ surety bonds.
In addition, in connection with the investment activities of AECOM Capital, we provide 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, we were informed of a potential liability as one of the indemnitors on a divested business’ surety bonds.
If the project subsequently fails to meet guaranteed performance standards, we may incur additional costs, pay liquidated damages or be held responsible for the costs incurred by the client to achieve the required 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.
We expect to spend approximately $45 million for restructuring in fiscal 2025 associated with restructuring actions taken in prior periods that are expected to deliver continued margin improvement and efficiencies.
We expect to spend approximately $45 million for restructuring in fiscal 2026 associated with restructuring actions taken in prior periods that are expected to deliver continued margin improvement and efficiencies.
For a discussion on the year ended September 30, 2023 compared to the year ended September 30, 2022, please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended September 30, 2023. 33 Table of Contents Overview We are a leading global provider of professional infrastructure consulting and advisory services for governments, businesses and organizations throughout the world.
For a discussion on the year ended September 30, 2024 compared to the year ended September 30, 2023, please refer to Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended September 30, 2024. 32 Table of Contents Overview We are a leading global provider of professional infrastructure consulting and advisory services for governments, businesses and organizations throughout the world.
The increase in equity in earnings of joint ventures for the year ended September 30, 2024 compared to the same period in the prior year was primarily due to impairment losses recorded by our AECOM Capital segment in fiscal 2023 that did not repeat to the same extent in fiscal 2024.
The increase in equity in earnings of joint ventures for the year ended September 30, 2025 compared to the same period in the prior year was primarily due to impairment losses recorded by our AECOM Capital segment in fiscal 2024 that did not repeat in fiscal 2025.
The evaluation of the recoverability of the deferred tax asset requires the Company to weigh all positive and negative evidence to reach a conclusion that it is more likely than not that all or some portion of the deferred tax assets will not be realized.
The evaluation of the recoverability of the deferred tax asset 35 Table of Contents requires the Company to weigh all positive and negative evidence to reach a conclusion that it is more likely than not that all or some portion of the deferred tax assets will not be realized.
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 0.25% 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%.
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, as of September 30, 2025 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%.
As of September 30, 2024 and September 30, 2023, we had $1,495.6 million and $1,145.6 million, respectively, available under our New Revolving Credit Facility and Original Revolving Credit Facility, respectively. 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”).
As of September 30, 2025 and September 30, 2024, 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”).
The New Credit Facilities replace in full our existing revolving credit facility (the “Original 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 New Credit Facilities replace in full our then-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 applicable margin is subject, in each case, to adjustment based on our consolidated leverage ratio from time to time.
The applicable margin is subject, in each case, to adjustment based on the Company’s consolidated leverage ratio from time to time.
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; long-term government contracts and subject to uncertainties related to government contract appropriations; governmental agencies may modify, curtail or terminate our contracts; government contracts are subject to audits and adjustments of contractual terms; losses under fixed-price contracts; limited control over operations run through our joint venture entities; liability for misconduct by our employees or consultants; 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; ability to continue payment of dividends; exposure to political and economic risks in different countries, including tariffs, geopolitical events, and conflicts; currency exchange rate and interest fluctuations; retaining and recruiting key technical and management personnel; legal claims; 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; as well as other additional risks and factors discussed in this Annual Report on Form 10-K and any subsequent reports we file with the SEC.
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; 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 Annual Report on Form 10-K and any subsequent reports we file with the SEC.
The fair value of the 2027 Senior Notes as of September 30, 2024 was derived by taking the mid-point of the trading prices from an observable market input (Level 2) in the secondary bond market and multiplying it by the outstanding balance of the 2027 Senior Notes.
The fair value of the 2033 Senior Notes as of September 30, 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.
As a percentage of revenue, gross profit increased to 8.9% of revenue for the year ended September 30, 2024 from 7.2% in the corresponding period last year.
As a percentage of revenue, gross profit increased to 9.2% of revenue for the year ended September 30, 2025 from 8.9% in the corresponding period last year.
At September 30, 2024, we have determined that we will continue to indefinitely reinvest the earnings of some foreign subsidiaries and, therefore, we will continue to account for these undistributed earnings based on our existing accounting under ASC 740 and not accrue additional tax.
At September 30, 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 43 Table of Contents under ASC 740 and not accrue additional tax.
Effective Interest Rate Our average effective interest rate on our total debt, including the effects of the interest rate swap and interest rate cap agreements during the years ended September 30, 2024, 2023 and 2022 was 5.6%, 5.3% and 3.8%, respectively.
Effective Interest Rate Our average effective interest rate on our total debt, including the effects of the interest rate swap and interest rate cap agreements, during the years ended September 30, 2025, 2024 and 2023 was 5.1%, 5.6% and 5.3%, respectively.
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 September 30, 2024, our defined benefit pension plans had an aggregate deficit (the excess of projected benefit obligations over the fair value of plan assets) of approximately $134.0 million.
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 September 30, 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 $89.4 million.
At September 30, 2024, we had approximately $560.5 million remaining of the Board’s repurchase authorization. On November 13, 2024, 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.
At September 30, 2025, we had approximately $644.4 million remaining of the Board’s repurchase authorization. On November 15, 2024, 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.
At September 30, 2024 and September 30, 2023, letters of credit totaled $4.4 million and $4.4 million, respectively, under our New Revolving Credit Facility and Original Revolving Credit Facility, respectively.
At September 30, 2025 and September 30, 2024, letters of credit totaled $4.4 million and $4.4 million, respectively, under our New Revolving Credit Facility.
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.
The indenture also contains customary negative covenants.` 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.
For all others, our portion of the earnings are recorded in equity in earnings of joint ventures. See Note 6 in the notes to our consolidated financial statements.
We have consolidated all joint ventures for which we have control. For all others, our portion of the earnings are recorded in equity in earnings of joint ventures. See Note 6 in the notes to our consolidated financial statements.
Net Income Attributable to AECOM The factors described above resulted in the net income attributable to AECOM of $402.3 million for the year ended September 30, 2024, as compared to the net income attributable to AECOM of $55.3 million for the year ended September 30, 2023.
Net Income Attributable to AECOM The factors described above resulted in the net income attributable to AECOM of $561.8 million for the year ended September 30, 2025, as compared to the net income attributable to AECOM of $402.3 million for the year ended September 30, 2024.
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, 2024, we contributed $2.5 million to multiemployer pension plans.
In addition, we have 47 Table of Contents 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.
Such estimates and assumptions significantly affect various reported amounts of assets, liabilities, revenue and expenses. If future experience differs significantly from these estimates and assumptions, our results of operations and financial condition could be affected. Our most critical accounting policies and estimates are described below. We have not materially changed our estimation methodology during the period presented.
If future experience differs significantly from these estimates and assumptions, our results of operations and financial condition could be affected. Our most critical accounting policies and estimates are described below. We have not materially changed our estimation methodology during the period presented.
The total amounts of employer contributions paid for the year ended September 30, 2024 were $11.9 million for U.S. plans and $25.1 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.
The total amounts of employer contributions paid for the year ended September 30, 2025 were $10.6 million for U.S. plans and $23.7 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.
Income Taxes We provide for income taxes in accordance with principles contained in ASC Topic 740, Income Taxes. Under these principles, we recognize the amount of income tax payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in our financial statements or tax returns.
Under these principles, we recognize the amount of income tax payable or refundable for the current year and deferred tax assets and liabilities for the future tax consequences of events that have been recognized in our financial statements or tax returns.
The sale of trade receivables to financial institutions included in operating cash flows increased $32.7 million during the year ended September 30, 2024 compared to the year ended September 30, 2023. We expect to continue to sell trade receivables in the future as long as the terms continue to remain favorable to us.
The sale of trade receivables to financial institutions included in operating cash flows decreased $38.0 million during the year ended September 30, 2025 compared to the year ended September 30, 2024. We expect to continue to sell trade receivables in the future as long as the terms continue to remain favorable to us.
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 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.
Debt Debt consisted of the following: September 30, September 30, 2024 2023 (in millions) Credit Agreement $ 1,446.6 $ 1,119.8 2027 Senior Notes 997.3 997.3 Other debt 95.9 100.2 Total debt 2,539.8 2,217.3 Less: Current portion of debt and short-term borrowings (66.9) (89.5) Less: Unamortized debt issuance costs (22.6) (14.4) Long-term debt $ 2,450.3 $ 2,113.4 The following table presents, in millions, scheduled maturities of our debt as of September 30, 2024: Fiscal Year 2025 $ 66.9 2026 27.1 2027 1,016.5 2028 9.6 2029 756.8 Thereafter 662.9 Total $ 2,539.8 47 Table of Contents 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”).
Debt Debt consisted of the following: 44 Table of Contents September 30, 2025 September 30, 2024 (in millions) Credit Agreement $ 1,439.9 $ 1,446.6 2027 Senior Notes 997.3 2033 Senior Notes 1,200.0 Other debt 103.8 95.9 Total debt 2,743.7 2,539.8 Less: Current portion of debt and short-term borrowings (66.3) (66.9) Less: Unamortized debt issuance costs (30.2) (22.6) Long-term debt $ 2,647.2 $ 2,450.3 The following table presents, in millions, scheduled maturities of our debt as of September 30, 2025: Fiscal Year 2026 $ 66.3 2027 31.2 2028 22.1 2029 761.3 2030 6.8 Thereafter 1,856.0 Total $ 2,743.7 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 change in equity in losses of joint ventures for the year ended September 30, 2024 was primarily due to impairment losses recognized in the fiscal 2023 that did not repeat to the same extent in fiscal 2024.
The change in equity in losses of joint ventures for the year ended September 30, 2025 was primarily due to impairment losses of $35.9 million recognized in the fiscal 2024 that did not repeat in fiscal 2025.
(the “Fund”), in which we indirectly hold an equity interest and have an ongoing capital commitment to fund investments. At September 30, 2024, we have capital commitments of $5.9 million to the Fund over the next 4 years.
(the “Fund”), in which we indirectly hold an equity interest and have an ongoing capital commitment to fund investments. At September 30, 2025, the Company has capital commitments of $5.1 million to the Fund over the next three years.
In connection with the resolution of contingencies related to the sale of the civil infrastructure construction business, we agreed to act as an additional guarantor on the counterparty’s existing debt, which matured on September 30, 2024.
In connection with the resolution of contingencies related to the sale of the civil infrastructure construction business, we agreed to act as an additional guarantor on the counterparty’s existing debt, which was extended to March 2028.
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.
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. 45 Table of Contents Certain of our material subsidiaries (the “Guarantors”) have guaranteed our obligations of the borrowers under the Credit Agreement, subject to certain exceptions.
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.
Disputes can arise with tax authorities involving issues related 40 Table of Contents 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.
Other Income Our other income for the year ended September 30, 2024 increased to $17.6 million from $8.3 million for the corresponding period last year. The increase in other income for the year ended September 30, 2024 was primarily due to the increase in fair value of our investments measured at fair value.
Other Income Our other income for the year ended September 30, 2025 decreased to $10.5 million from $17.6 million for the corresponding period last year. The decrease in other income for the year ended September 30, 2025 was primarily due to the decrease in fair value of our investments measured at fair value.
Net accounts receivable and contract assets, net of contract liabilities, increased to $3,301.4 million at September 30, 2024 from $2,880.8 million at September 30, 2023. Days Sales Outstanding (DSO), which includes net accounts receivable and contract assets, net of contract liabilities, was 70 days at September 30, 2024 compared to 65 days at September 30, 2023.
Net accounts receivable and contract assets, net of contract liabilities, decreased to $3,194.4 million at September 30, 2025 from $3,301.4 million at September 30, 2024. Days Sales Outstanding (DSO), which includes net accounts receivable and contract assets, net of contract liabilities, was 74 days at September 30, 2025 compared to 70 days at September 30, 2024.
At September 30, 2024 and September 30, 2023, these outstanding standby letters of credit totaled $934.5 million and $878.9 million, respectively. As of September 30, 2024, the Company had $389.8 million available under these unsecured credit facilities.
At September 30, 2025 and 2024, these outstanding standby letters of credit totaled $899.4 million and $934.5 million, respectively. As of September 30, 2025, the Company had $367.4 million available under these unsecured credit facilities.
The change was primarily attributable to an increase in net income of approximately $360.1 million, offset by a decrease in cash provided by working capital of approximately $200.4 million and a decrease in adjustments for non-cash items of approximately $28.2 million.
The change was primarily attributable to an increase in net income of approximately $176.0 million and cash provided by changes in working capital of $8.3 million, offset by a decrease in adjustments for non-cash items of approximately $190.1 million.
All of our business acquisitions have been accounted for as business combinations and the results of operations of the acquired companies have been included in our consolidated results since the dates of the acquisitions. 34 Table of Contents Components of Income and Expense Year Ended September 30, 2024 2023 2022 2021 2020 (in millions) Other Financial Data: Revenue $ 16,105 $ 14,378 $ 13,148 $ 13,341 $ 13,240 Cost of revenue 15,021 13,433 12,300 12,543 12,530 Gross profit 1,084 945 848 798 710 Equity in earnings (losses) of joint ventures 2 (279) 54 35 49 General and administrative expenses (160) (154) (147) (155) (190) Restructuring costs (99) (188) (108) (48) (188) Income from operations $ 827 $ 324 $ 647 $ 630 $ 381 Revenue We generate revenue primarily by providing planning, consulting, advisory, architectural and engineering design, construction management and program management services to public and private clients around the world.
Components of Income and Expense Year Ended September 30, 2025 2024 2023 2022 2021 (in millions) Other Financial Data: Revenue $ 16,140 $ 16,105 $ 14,378 $ 13,148 $ 13,341 Cost of revenue 14,923 15,021 13,433 12,300 12,543 Gross profit 1,217 1,084 945 848 798 Equity in earnings (losses) of joint ventures 27 2 (279) 54 35 General and administrative expenses (158) (160) (154) (147) (155) Restructuring and acquisition costs (59) (99) (188) (108) (48) Income from operations $ 1,027 $ 827 $ 324 $ 647 $ 630 Revenue We generate revenue primarily by providing planning, consulting, advisory, architectural and engineering design, construction management and program management services to public and private clients around the world.
The increase of $2.4 million in general and administrative expenses for the year ended September 30, 2024 compared to the corresponding period last year was due to nonrecurring expenses related to the evaluation of strategic options and the transition of the AECOM Capital business to a third-party platform.
The decrease of $6.0 million in general and administrative expenses for the year ended September 30, 2025 compared to the corresponding period last year was due to nonrecurring expenses related to the evaluation of strategic options and the transition of the AECOM Capital business to a third-party platform that occurred in fiscal year 2024 but did not repeat in fiscal year 2025.
International Fiscal Year Ended September 30, September 30, Change 2024 2023 $ % (in millions) Revenue $ 3,618.4 $ 3,402.1 $ 216.3 6.4 % Cost of revenue 3,294.6 3,157.0 137.6 4.4 Gross profit $ 323.8 $ 245.1 $ 78.7 32.1 % The following table presents the percentage relationship of statement of operations items to revenue: Fiscal Year Ended September 30, September 30, 2024 2023 Revenue 100.0 % 100.0 % Cost of revenue 91.1 92.8 Gross profit 8.9 % 7.2 % Revenue Revenue for our International segment for the year ended September 30, 2024 increased $216.3 million, or 6.4%, to $3,618.4 million as compared to $3,402.1 million for the corresponding period last year.
International Fiscal Year Ended September 30, 2025 September 30, 2024 Change $ % (in millions) Revenue $ 3,613.2 $ 3,618.4 $ (5.2) (0.1) % Cost of revenue 3,279.1 3,294.6 (15.5) (0.5) Gross profit $ 334.1 $ 323.8 $ 10.3 3.2 % The following table presents the percentage relationship of statement of operations items to revenue: Fiscal Year Ended September 30, 2025 September 30, 2024 Revenue 100.0 % 100.0 % Cost of revenue 90.8 91.1 Gross profit 9.2 % 8.9 % Revenue Revenue for our International segment for the year ended September 30, 2025 decreased $5.2 million, or 0.1%, to $3,613.2 million as compared to $3,618.4 million for the corresponding period last year.
During fiscal 2024, we approved a tax planning strategy and restructured certain operations in Canada which resulted in a release of a valuation allowance related to net operating losses and other deferred tax assets of $11.7 million. We are now forecasting the utilization of the net operating losses within the foreseeable future.
In addition, we recorded a valuation allowance of $9.3 million related to the remaining ACAP investments. During fiscal 2024, we approved a tax planning strategy and restructured certain operations in Canada which resulted in a release of a valuation allowance related to net operating losses and other deferred tax assets of $11.7 million.
Pillar 2 introduces a 15% global minimum tax for large multinational enterprises in each of the jurisdictions that they operate. Many countries have enacted the Pillar 2 global minimum tax regime including some countries where we operate. The implementation of Pillar 2 will affect our financial statements beginning October 1, 2024.
Pillar 2 introduces a 15% global minimum tax for large multinational enterprises in each of the jurisdictions that they operate. Many countries have enacted the Pillar 2 global minimum tax regime including some countries where we operate. The implementation of Pillar 2 does not have a material impact on our consolidated financial statements for fiscal 2025.
Condensed Combined Balance Sheets Parent and Subsidiary Guarantors (unaudited - in millions) September 30, 2024 Current assets $ 3,405.2 Non-current assets 3,033.6 Total assets $ 6,438.8 Current liabilities $ 2,918.1 Non-current liabilities 2,913.0 Total liabilities 5,831.1 Total stockholders’ equity 607.7 Total liabilities and stockholders’ equity $ 6,438.8 50 Table of Contents Condensed Combined Statement of Operations Parent and Subsidiary Guarantors (unaudited - in millions) For the twelve months ended September 30, 2024 Revenue $ 8,395.4 Cost of revenue 7,831.1 Gross profit 564.3 Net income from continuing operations 128.3 Net loss from discontinued operations Net income $ 128.3 Net income attributable to AECOM $ 128.3 Commitments and Contingencies We record amounts representing our probable estimated liabilities relating to claims, guarantees, litigation, audits and investigations.
Condensed Combined Balance Sheets Parent and Subsidiary Guarantors (unaudited - in millions) September 30, 2025 Current assets $ 3,367.3 Non-current assets 3,189.2 Total assets $ 6,556.5 Current liabilities $ 2,853.8 Non-current liabilities 3,102.8 Total liabilities 5,956.6 Total stockholders’ equity 599.9 Total liabilities and stockholders’ equity $ 6,556.5 Condensed Combined Statement of Operations Parent and Subsidiary Guarantors (unaudited - in millions) For the twelve months ended September 30, 2025 Revenue $ 9,458.6 Cost of revenue 9,011.7 Gross profit 446.9 Net income from continuing operations 86.0 Net loss from discontinued operations Net income $ 86.0 Net income attributable to AECOM $ 86.0 Commitments and Contingencies 48 Table of Contents We record amounts representing our probable estimated liabilities relating to claims, guarantees, litigation, audits and investigations.
The positive evidence was evaluated against any negative evidence to determine the valuation allowance was no longer needed. During fiscal 2024, we settled the tax audit in Hong Kong for fiscal year 2011 through fiscal year 2021 and recorded a tax benefit of $6.9 million due primarily to changes in uncertain tax positions.
During fiscal 2024, we settled the tax audit in Hong Kong for fiscal year 2011 through fiscal year 2021 and recorded a tax benefit of $6.9 million due primarily to changes in uncertain tax positions.
General and Administrative Expenses Our general and administrative expenses for the year ended September 30, 2024 increased $6.5 million, or 4.2%, to $160.1 million as compared to $153.6 million for the corresponding period last year.
General and Administrative Expenses Our general and administrative expenses for the year ended September 30, 2025 decreased $2.3 million, or 1.4%, to $157.8 million as compared to $160.1 million for the corresponding period last year.
Gross Profit Gross profit for our International segment for the year ended September 30, 2024 increased $78.7 million, or 32.1%, to $323.8 million as compared to $245.1 million for the corresponding period last year.
Gross Profit Gross profit for our International segment for the year ended September 30, 2025 increased $10.3 million, or 3.2%, to $334.1 million as compared to $323.8 million for the corresponding period last year.
At September 30, 2024 and 2023, these outstanding standby letters of credit totaled $934.5 million and $878.9 million, respectively. As of September 30, 2024, we had $389.8 million available under these unsecured credit facilities.
At September 30, 2025 and September 30, 2024, these outstanding standby letters of credit totaled $899.4 million and $934.5 million. As of September 30, 2025, we had $367.4 million available under these unsecured credit facilities.
In this section, we discuss the results of our operations for the year ended September 30, 2024 compared to the year ended September 30, 2023.
We refer to the fiscal year ended September 30, 2024 as “fiscal 2024” and the fiscal year ended September 30, 2025 as “fiscal 2025.” In this section, we discuss the results of our operations for the year ended September 30, 2025 compared to the year ended September 30, 2024.
Pass-through revenues for the years ended September 30, 2024 and 2023 were $8.9 billion and $7.7 billion, respectively. Pass-through revenue as a percentage of total revenue was 56% and 53% during the year ended September 30, 2024 and 2023, respectively.
Pass-through revenue as a percentage of total revenue was 53% and 56% during the year ended September 30, 2025 and 2024, respectively.
At September 30, 2024, cash and cash equivalents, including cash and cash equivalents included in current assets held for sale, were $1,584.9 million, an increase of $322.7 million, or 25.6%, from $1,262.2 million at September 30, 2023.
At September 30, 2025, cash and cash equivalents were $1,585.7 million, an increase of $0.9 million, or 0.1%, from $1,584.9 million at September 30, 2024, which included cash and cash equivalents included in current assets held for sale in fiscal year 2024.
At any time and from time to time prior to December 15, 2026, we may redeem all or part of the 2027 Senior Notes, at a redemption price equal to 100% of their principal amount, plus a “make whole” premium as of the redemption date, and accrued and unpaid interest to the redemption date.
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.
Revenue increased across most of our end markets as a result of increased investment by large, publicly financed, global infrastructure programs including the Infrastructure Investment and Jobs Act in the U.S. and similar large programs in our largest end markets globally. Our Water end market has been benefiting from increased investment to address drought, flooding, and drinking water scarcity.
Underlying revenue excluding pass-through revenues increased across most of our end markets as a result of increased investment by large, publicly financed, global infrastructure programs including the Infrastructure Investment and Jobs Act in the U.S. and similar large programs in our largest end markets globally.
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, increased $482.8 million, or 151.3%, to $802.0 million at September 30, 2024 from $319.2 million at September 30, 2023.
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 $119.7 million, or 17.6%, to $801.4 million at September 30, 2025 from $681.7 million at September 30, 2024.
The new guidance is effective for the Company for its interim period ending December 31, 2025, with early adoption permitted. We are currently evaluating the impact that the adoption of this new guidance will have on our financial statement presentation.
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. We are currently evaluating the impact that the adoption of this new guidance will have on our financial statements.
Gross Profit Gross profit for our Americas segment for the year ended September 30, 2024 increased $59.4 million, or 8.5%, to $759.1 million as compared to $699.7 million for the corresponding period last year.
Gross Profit Gross profit for our Americas segment for the year ended September 30, 2025 increased $123.0 million, or 16.2%, to $882.1 million as compared to $759.1 million for the corresponding period last year.
The team will continue to support AECOM Capital’s investment vehicles pursuant to certain advisory agreements in a manner consistent with their current obligations. Acquisitions There was one business acquisition consummated during the year ended September 30, 2024, and there were no acquisitions consummated during the years ended September 30, 2023 and 2022.
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. Acquisitions There were two business acquisition consummated during the year ended September 30, 2025.
As a result of these strategic actions, the self-perform at-risk construction businesses were classified as discontinued operations. 43 Table of Contents Net loss from discontinued operations was $105.0 million for the year ended September 30, 2024 and net loss was $57.2 million for the year ended September 30, 2023, an increase of $47.8 million.
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 $75.4 million for the year ended September 30, 2025 compared to $105.0 million for the year ended September 30, 2024, a decrease of $29.6 million.
The amendments are effective for the Company’s annual periods beginning October 1, 2025, with early adoption permitted. We are currently evaluating the impact that the adoption of this new guidance will have on our financial statement presentation. Off-Balance Sheet Arrangements We enter into various joint venture arrangements to provide architectural, engineering, program management, construction management and operations and maintenance services.
The amendments are effective for the Company’s annual periods beginning October 1, 2025, with early adoption permitted. We are currently evaluating the impact that the adoption of this new guidance will have on our financial statement presentation.
However, if we acquire additional businesses in the future or if we embark on other capital-intensive initiatives, additional working capital may be required. 49 Table of Contents Under our secured revolving credit facility and other facilities discussed in Other Debt and Other Items above, as of September 30, 2024, there was approximately $938.9 million including both continuing and discontinued operations, outstanding under standby letters of credit primarily issued in connection with general and professional liability insurance programs and for contract performance guarantees.
Under our secured revolving credit facility and other facilities discussed in Other Debt and Other Items above, as of September 30, 2025, there was approximately $903.8 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.
Our Transportation end market has been benefitting from incremental surface and transit investments across the globe, while our Environment end market has been benefiting from infrastructure that requires permitting and compliance, as well as investments in energy. Our Facilities end market has been benefiting from positive trends in asset maintenance repositioning and demand for modern, efficient facilities.
Our Transportation end market has been benefitting 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 and compliance, and remediation as well as investments in energy.
Whether a deferred tax asset will ultimately be realized is also dependent on varying factors, including, but not limited to, changes in tax laws and audits by tax jurisdictions in which we operate. 37 Table of Contents If future changes in judgment regarding the realizability of our deferred tax assets lead us to determine that it is more likely than not that we will not realize all or part of our deferred tax asset in the future, we will record an additional valuation allowance.
If future changes in judgment regarding the realizability of our deferred tax assets lead us to determine that it is more likely than not that we will not realize all or part of our deferred tax asset in the future, we will record an additional valuation allowance.
On June 30, 2017, we completed an exchange offer to exchange the unregistered 2027 Senior Notes for registered notes, as well as related guarantees. 48 Table of Contents As of September 30, 2024, the estimated fair value of the 2027 Senior Notes was approximately $997.3 million.
On June 30, 2017, we completed an exchange offer to exchange the unregistered 2027 Senior Notes for registered notes, as well as related guarantees.
Results of Operations by Reportable Segment Americas Fiscal Year Ended September 30, September 30, Change 2024 2023 $ % ( in millions) Revenue $ 12,485.7 $ 10,975.7 $ 1,510.0 13.8 % Cost of revenue 11,726.6 10,276.0 1,450.6 14.1 Gross profit $ 759.1 $ 699.7 $ 59.4 8.5 % The following table presents the percentage relationship of statement of operations items to revenue: Fiscal Year Ended September 30, September 30, 2024 2023 Revenue 100.0 % 100.0 % Cost of revenue 93.9 93.6 Gross profit 6.1 % 6.4 % Revenue Revenue for our Americas segment for the year ended September 30, 2024 increased $1,510.0 million, or 13.8%, to $12,485.7 million as compared to $10,975.7 million for the corresponding period last year.
Results of Operations by Reportable Segment Americas Fiscal Year Ended September 30, 2025 September 30, 2024 Change $ % ( in millions) Revenue $ 12,525.9 $ 12,485.7 $ 40.2 0.3 % Cost of revenue 11,643.8 11,726.6 (82.8) (0.7) Gross profit $ 882.1 $ 759.1 $ 123.0 16.2 % The following table presents the percentage relationship of statement of operations items to revenue: Fiscal Year Ended September 30, 2025 September 30, 2024 Revenue 100.0 % 100.0 % Cost of revenue 93.0 93.9 Gross profit 7.0 % 6.1 % Revenue Revenue for our Americas segment for the year ended September 30, 2025 increased $40.2 million, or 0.3%, to $12,525.9 million as compared to $12,485.7 million for the corresponding period last year. 41 Table of Contents Pass-through revenues on contracts for which we subcontract work on behalf of our clients decreased $307.4 million for the year ended September 30, 2025 compared to the corresponding period last year.
During fiscal 2024, we sold certain ACAP investments and recorded a reduction in valuation allowances of $21.0 million and a reduction in deferred tax assets of $20.2 million. In addition, we recorded a valuation allowance of $9.3 million related to the remaining ACAP investments.
This benefit was partially offset by an increase in tax expense of $23.0 million related to uncertain tax positions. During fiscal 2024, we sold certain ACAP investments and recorded a reduction in valuation allowances of $21.0 million and a reduction in deferred tax assets of $20.2 million.
Net cash used in investing activities was $210.6 million for the year ended September 30, 2024, as compared to $138.2 million for the year ended September 30, 2023.
Net cash used in financing activities was $403.7 million for the year ended September 30, 2025, as compared to $295.5 million for the year ended September 30, 2024.
Interest Income Our interest income for the year ended September 30, 2024 increased to $58.6 million from $40.3 million for the corresponding period last year. The increase in interest income for the year ended September 30, 2024 was primarily due to an increase in our interest-bearing assets.
The increase in interest income for the year ended September 30, 2025 was primarily due to an increase in our interest-bearing assets. 39 Table of Contents Interest Expense Our interest expense for the year ended September 30, 2025 was $184.3 million as compared to $185.4 million for the corresponding period last year.
The increase in net loss from discontinued operations for the year ended September 30, 2024 was primarily due to revisions of estimated contingent consideration related to the sale of our civil infrastructure construction business that did not occur to the same extent in fiscal 2023.
The decrease in net loss from discontinued operations for the year ended September 30, 2025 was primarily due to the settlement of contingent consideration related to the sale of our civil infrastructure construction business in fiscal 2024 that did not recur in fiscal 2025 partially offset by a revision to estimated recoveries on a refinery turnaround project resulting from unfavorable court orders that occurred in fiscal 2025.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeWe 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. 54 Table of Contents
Biggest changeIf short-term floating interest rates had increased by 1.00%, our interest expense for the year ended September 30, 2025 would have increased by $9.0 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. 51 Table of Contents
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 September 30, 2024 and 2023, we had $1,446.6 million and $1,119.8 million, respectively, in outstanding borrowings under our term credit agreements and our revolving credit facility.
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 September 30, 2025 and 2024, we had $1,439.9 million and $1,446.6 million, respectively, in outstanding borrowings under our term credit agreements and revolving credit facility.
For the year ended September 30, 2024, our weighted average floating rate borrowings were $1,662.9 million, or $962.9 million excluding borrowings with effective fixed interest rates due to interest rate swap and interest rate cap agreements.
For the year ended September 30, 2025, our weighted average floating rate borrowings were $1,603.8 million, or $903.8 million excluding borrowings with effective fixed interest rates due to interest rate swap and interest rate cap agreements.
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If short-term floating interest rates had increased by 1.00%, our interest expense for the year ended September 30, 2024 would have increased by $9.6 million.

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