8-K
Aecom (ACM)
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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(d) OF THE
SECURITIES EXCHANGE
ACT OF 1934
Date of Report (Date of earliest event reported): November 18, 2025
AECOM
(Exact name of Registrant as specified in its charter)
| Delaware | 0-52423 | 61-1088522 |
|---|---|---|
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer |
| of Incorporation) | File Number) | Identification No.) |
| 13355 Noel Road | ||
| --- | --- | |
| Dallas, Texas 75240 | 75240 | |
| (Address of Principal<br><br> Executive Offices) | (Zip<br> Code) |
Registrant’s telephone number, including area code:
(972
) 788-1000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registeredpursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value | ACM | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨
| Item 2.02 | Results of Operations and Financial Condition. |
|---|
On November 18, 2025, AECOM (the “Company”) issued a press release announcing its financial results for the quarter and year ended September 30, 2025. A copy of the press release is attached to this report as Exhibit 99.1. Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
AECOM reports its results of operations based on 52 or 53-week periods ending on the Friday nearest September 30, December 31, March 31, and June 30. For clarity of presentation, all periods are presented as if the periods ended on September 30, December 31, March 31, and June 30.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On November 18, 2025, AECOM issued a press release announcing its increased long-term financial targets. A copy of the press release is attached to this report as Exhibit 99.2. Exhibit 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
| Item 8.01 | Other Events. |
|---|
On November 18, 2025, AECOM announced that its Board of Directors (the “Board”) has declared a quarterly cash dividend of $0.31 per share as part of the Company’s ongoing quarterly dividend program. The dividend is payable on January 23, 2026 to stockholders of record as of the close of business on January 7, 2026.
The per share dividend of $0.31 represents a 19% increase from the previous quarterly dividend of $0.26 per share. The declaration and payment of future dividends are subject to the sole discretion of the Board.
The press release announcing the declaration of a cash dividend is attached hereto as Exhibit 99.1.
| Item 9.01 | FinancialStatements and Exhibits. |
|---|
(d) Exhibits
| 99.1 | Press Release, dated November 18, 2025 entitled “AECOM<br>reports fourth quarter and full year fiscal 2025 results” |
|---|---|
| 99.2 | Press Release, dated November 18, 2025 entitled “AECOM<br>announces increased financial targets built on further extending its competitive advantage and accelerating operating leverage” |
| 104 | Cover Page Interactive Data File (embedded within the Inline<br>XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.
| AECOM | ||
|---|---|---|
| Dated: November 18, 2025 | By: | /s/ David<br> Y. Gan |
| David Y. Gan | ||
| Executive Vice President, Chief Legal Officer |
Exhibit 99.1
| Press<br> Release | Investor Contact:<br><br> Will Gabrielski<br><br> <br>Senior<br> Vice President, Finance, Treasurer<br><br> <br>213.593.8208<br><br> <br>William.Gabrielski@aecom.com | Media Contact: Brendan Ranson-Walsh<br><br> <br>Senior<br> Vice President, Global Communications<br><br> <br>213.996.2367<br><br> <br>Brendan.Ranson-Walsh@aecom.com |
|---|
AECOMreports fourth quarter and full year fiscal 2025 results
| · | Initiated fiscal 2026 guidance that includes expectations for continued strong performance for all key financial metrics |
|---|---|
| · | Exceeded the mid-points of previously-raised earnings guidance with record fiscal 2025 results |
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| · | Delivered a record margin for the year that included exceeding prior long-term guidance five quarters ahead of prior expectations |
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| · | Exited the year with a record backlog and pipeline, including a fifth consecutive quarter of sequential backlog growth |
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| · | Returned nearly $500 million of repurchases and dividends in the year and announced a 19% increase to the quarterly dividend |
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| · | Announceda review of strategic alternatives for the Construction Management business, including a potential sale |
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| · | Increased long-term margin and adjusted EPS CAGR targets for fiscal 2026-2029 |
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DALLAS(November 18, 2025) — AECOM (NYSE:ACM), the trusted global infrastructure leader, today reported fourth quarter and full year fiscal 2025 results.
| Fourth Quarter Fiscal 2025 | Full Year Fiscal 2025 | |||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (from Continuing Operations;<br> <br>$ in millions, except EPS) | As<br><br> Reported | YoY %<br><br> Change | Adjusted^1^<br> <br>(Non-GAAP) | YoY %<br><br> Change | As<br><br> Reported | YoY % Change | Adjusted^1^<br> <br>(Non-GAAP) | YoY %<br><br> Change | ||||||||||||||
| Revenue | $ | 4,175 | 2 | % | -- | -- | $ | 16,140 | 0 | % | -- | -- | ||||||||||
| Net Service Revenue (NSR)^2^ | -- | -- | $ | 1,967 | 8 | % | -- | -- | $ | 7,573 | 6 | % | ||||||||||
| Operating Income | $ | 237 | 0 | % | $ | 299 | 14 | % | $ | 1,027 | 24 | % | $ | 1,097 | 11 | % | ||||||
| Segment Operating Margin^3^ | -- | -- | 17.1 | % | +40 | bps | -- | -- | 16.5 | % | +70 | bps | ||||||||||
| Net Income | $ | 132 | (22 | )% | $ | 182 | 6 | % | $ | 638 | 26 | % | $ | 702 | 14 | % | ||||||
| EPS (Fully Diluted) | $ | 0.99 | (21 | )% | $ | 1.36 | 7 | % | $ | 4.79 | 29 | % | $ | 5.26 | 16 | % | ||||||
| EBITDA^4^ | -- | -- | $ | 329 | 13 | % | -- | -- | $ | 1,203 | 10 | % | ||||||||||
| EBITDA Margin^5^ | -- | -- | 17.5 | % | +80 | bps | -- | -- | 16.8 | % | +80 | bps | ||||||||||
| Operating Cash Flow | $ | 196 | (34 | )% | -- | -- | $ | 822 | (1 | )% | -- | -- | ||||||||||
| Free Cash Flow^6^ | -- | -- | $ | 134 | (51 | )% | -- | -- | $ | 685 | (3 | )% | ||||||||||
| Total Backlog^7^ | $ | 24,830 | 4 | % | -- | -- |
“We exited fiscal 2025 with numerous financial and strategic accomplishments including a record backlog and pipeline, which underpins our confidence in fiscal 2026 and beyond,” said Troy Rudd, AECOM’s chairman and chief executive officer. “We exceeded the midpoints of our previously-increased financial guidance in fiscal 2025, including delivering a record full year margin and highlighted by a 17.1% margin in the second half of the fiscal year. Looking ahead, we made several announcements today that underscore our commitment to extending our competitive advantage and expanding our long-term earnings power. This includes our expectation to achieve a 20%+ margin run-rate by the end of fiscal 2028 as we advance our proprietary AECOM AI capabilities and growth accelerates in our higher-margin Advisory business. Importantly, the organization has never been stronger or better positioned to capitalize on these opportunities.”
“As demand for critical infrastructure across our markets continues to grow, project size and complexity are also increasing, which creates new opportunities for our rapidly-growing Advisory practice,” said Lara Poloni, AECOM’s president. “The secular megatrends of global investments in infrastructure, in sustainability and resilience, and in meeting growing energy demand have accelerated. Amid this backdrop, our advantages of deep technical expertise, trusted client relationships, and a capacity and willingness to invest to advance our proprietary AECOM AI and Advisory capabilities separate us from the competition – both in our core industry and beyond.”
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“Our fiscal 2025 results and raised long-term margin and adjusted EPS CAGR targets demonstrate our growing competitive advantage,” said Gaurav Kapoor, AECOM’s chief financial and operations officer. “We are focused on further leveraging our advantages. AI is creating new opportunities, including being able to scale our human and intellectual capital in more impactful ways, including expanding our operating leverage. As a result, we are confident in delivering on our new long-term financial targets.”
FourthQuarter and Full Year Fiscal 2025 Highlights:
| · | Reflecting<br> as reported GAAP performance from continuing operations, fourth quarter revenue increased<br> 2% to $4.2 billion, operating income was effectively unchanged at $237 million, net income<br> declined 22% to $132 million and diluted earnings per share decreased 21% to $0.99. For the<br> full year, revenue was effectively unchanged at $16.1 billion, operating income increased<br> 24% to $1.0 billion, net income increased 26% to $638 million and diluted earnings<br> per share increased 29% to $4.79. |
|---|---|
| · | NSR^2^<br> growth accelerated to 8% in the fourth quarter, driven by 9% growth in the Americas design<br> business. |
| --- | --- |
| · | Earnings<br> exceeded the mid-point of the Company’s previously-increased financial guidance. |
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| ‒ | Fourth<br> quarter adjusted^1^ EBITDA^4^ and adjusted^1^ EPS increased by<br> 13% and 7%, respectively |
| --- | --- |
| § | When<br> adjusted for the previously-expected higher tax rate in the fourth quarter, adjusted^1^<br> EPS would have increased by 18%. |
| --- | --- |
| ‒ | Full<br> year adjusted^1^ EBITDA^4^ and adjusted^1^ EPS increased by 10%<br> and 16%, respectively, and set new full year records. |
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| · | Delivered<br> a record full year segment adjusted^1^ operating margin^3^ and exceeded<br> the Company’s prior long-term 17%+ margin guidance five quarters ahead of its prior<br> expectations. |
| --- | --- |
| ‒ | The<br> full year segment adjusted operating margin^3^ increased by 70 basis points to 16.5%<br> and the adjusted^1^ EBITDA margin^5^ increased by 80 basis points to 16.8%,<br> both of which set new full year records. |
| --- | --- |
| ‒ | The<br> fourth quarter segment adjusted operating margin^3^ increased by 40 basis points<br> to 17.1% and the adjusted^1^ EBITDA margin^5^ increased by 80 basis points<br> to 17.5%. |
| --- | --- |
| · | Operating<br> cash flow of $822 million contributed to free cash flow^6^ of $685 million for the<br> full year. |
| --- | --- |
Backlogand Pipeline Update
| · | Total<br> backlog^7^ increased by 4% and design backlog increased by 3%, both of which increased<br> quarter-over-quarter to new all-time highs. |
|---|---|
| ‒ | Backlog<br> increased in both the Americas and International design businesses. |
| --- | --- |
| ‒ | Design<br> book-to-burn^8^ in the fourth quarter was 1.1x, contributing to the 20^th^<br> consecutive quarter the Company has delivered a book-to-burn ratio in excess of 1.0. |
| --- | --- |
| · | The<br> Company’s pipeline of opportunities in the design business increased by 13% year-over-year,<br> reaching an all-time high for the sixth consecutive quarter driven by robust funding across<br> all of its largest markets. |
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| ‒ | Growth<br> remains strongest in the earlier stages of the pipeline as new project formation continues<br> to accelerate, reflective of growing global demand and funding for critical infrastructure. |
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CapitalAllocation Update
| · | The<br> Company returned nearly $500 million to shareholders in the fiscal year through repurchases<br> and dividends. |
|---|---|
| · | The<br> Board of Directors approved a 19% increase to the Company’s quarterly dividend to $0.31<br> per share. |
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| ‒ | The<br> Company has grown its per share dividend at a 20% CAGR since its initiation, delivering on<br> its commitment to increase the value of its per share dividend by a double-digit percentage<br> annually. |
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| ‒ | The<br> increased dividend as declared by the Board will be reflected in the Company’s next<br> dividend payment on January 23, 2026, to stockholders of record on January 7, 2026. |
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| · | Since<br> the initiation of its repurchase program in September 2020, the Company has returned<br> more than $3 billion of capital to shareholders through repurchases and dividends. |
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| · | Subsequent<br> to the fiscal fourth quarter end, the Company approved a plan to evaluate strategic alternatives<br> for the Construction Management business, including a possible sale. |
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| – | The<br> decision to pursue strategic alternatives is consistent with the Company’s commitment<br> to focus time and capital on its highest-returning and fastest-growing businesses and markets. |
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| – | Beginning<br> in the first quarter, the Construction Management business is expected to be classified as<br> held for sale and reported in discontinued operations for GAAP reporting purposes. |
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| – | The<br> Company has retained Goldman Sachs & Co. LLC as financial advisor and Wachtell,<br> Lipton, Rosen & Katz as legal advisor. |
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Fiscal2026 Financial Guidance
AECOM is providing financial guidance for fiscal 2026 both with and without the Construction Management business.
| · | The<br> Company initiated guidance for the enterprise-wide business for fiscal 2026 with expectations for continued strong performance,<br> including: |
|---|---|
| ‒ | Adjusted^1^<br> EPS of between $5.65 and $5.85, reflecting a 9% increase at the mid-point over the prior<br> year. |
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| ‒ | Adjusted^1^<br> EBITDA^4^ of between $1,265 million and $1,305 million, reflecting an increase of<br> 7% at the mid-point over the prior year. |
|---|---|
| ‒ | Free<br> cash flow^6^ of approximately $400 million, which includes expectations for strong<br> underlying cash flow. |
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| § | Cash<br> flow guidance also includes expected investments to execute on the Company’s announced<br> restructuring to deliver key AI initiatives and efficiencies outlined at today’s 2025<br> Investor Day. |
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| § | These<br> investments are key drivers of the Company’s increased long-term margin and earnings<br> targets, which would substantially lead the industry. |
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| · | Beginning<br> with the first quarter of fiscal 2026, the Company expects to report results for its continuing<br> design and consulting business, which excludes the Construction Management business that<br> is expected to be classified as held for sale and reported in discontinued operations. On this basis,<br> the Company initiated the following fiscal 2026 guidance for: |
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| ‒ | Organic<br> NSR^2^ growth of 6% to 8%, which excludes the expected impact of fewer working days<br> in fiscal 2026 than in fiscal 2025. |
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| § | NSR<br>is expected to be between $7.2 and $7.4 billion, or approximately 5% growth at the mid-point. |
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| ‒ | Adjusted^1^<br> EBITDA^4^ of between $1,180 million and $1,220 million. |
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| ‒ | A<br> segment adjusted operating margin^3^ of 16.6% and an adjusted EBITDA margin^5^<br> of 16.8% |
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| § | Margins<br> include accelerating investment to enable the continued development and deployment of AI<br> and continue to expand the Company’s Advisory team. |
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| ‒ | Adjusted^1^<br> EPS of between $5.15 and $5.35. |
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| · | Other<br> assumptions incorporated into guidance: |
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| ‒ | An<br> average fully diluted share count of 133 million, which does not include any potential future<br> benefits from capital allocation actions not yet taken, including potential repurchases. |
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| ‒ | G&A of approximately $155 million. |
| --- | --- |
| ‒ | Depreciation of approximately $160 million. |
| ‒ | An<br> adjusted effective tax rate of approximately 22 - 23% for the full year. |
| ‒ | Adjusted<br> net interest expense of approximately $140 million. |
| --- | --- |
| · | See<br> the Regulation G Information tables at the end of this release for a reconciliation of non-GAAP<br> measures to the most directly comparable GAAP measures. |
| --- | --- |
RaisedLong-Term Financial Targets
As separately announced as part of its 2025 Investor Day, AECOM increased its long-term financial targets, highlighted by its expectation to deliver a 20%+ margin exit rate by fiscal 2028 and to grow adjusted EPS at a 15%+ CAGR from fiscal 2026 to fiscal 2029. In addition, the Company expects to deliver from fiscal 2026 to 2029 a 5 – 8% organic NSR CAGR, to convert at least 100% of adjusted net income to free cash flow cumulatively and continue to increase the per share value of its dividend by a double-digit percentage annually over the same period.
BusinessSegments
Americas
Revenue in the fourth quarter was $3.2 billion, a 2% increase from the prior year. Full year revenue of $12.5 billion was effectively unchanged over the prior year.
Net service revenue^2^ in the fourth quarter was $1.2 billion, a 13% increase from the prior year. Full year net service revenue^2^ was $4.6 billion, a 9% increase from the prior year.
Fourth quarter operating income increased by 20% over the prior year to $244 million and increased by 16% for the full year to $898 million. On an adjusted^1^ basis, fourth quarter operating income increased by 17% to $244 million and increased by 14% to $900 million for the full year. The fourth quarter adjusted operating margin on net service revenue increased by 70 basis points to 20.4%. The full year adjusted operating margin on net service revenue increased by 90 basis points over the prior year to 19.8%, a new record that reflects the ongoing execution of initiatives to deliver expanding operating leverage, as well as strong execution and growth.
International
Revenue in the fourth quarter was $935 million, a 1% decrease from the prior year. Full year revenue was $3.6 billion, unchanged from the prior year.
Net service revenue^2^ in the fourth quarter was $769 million, effectively unchanged from the prior year. Full year net service revenue^2^ was $3.0 billion, a 1% increase from the prior year.
Fourth quarter operating income decreased by 2% over the prior year to $93 million and increased by 3% to $346 million for the full year. On an adjusted^1^ basis, operating income decreased by 2% to $93 million in the fourth quarter and increased by 2% to $346 million for the full year. The fourth quarter adjusted operating margin on net service revenue decreased by 50 basis points to 12.1%, primarily due to lower revenue in certain end markets. The full year adjusted operating margin on net service revenue remained unchanged over the prior year at 11.5%.
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BalanceSheet
As of September 30, 2025, AECOM had $1.6 billion of total cash and cash equivalents, $2.7 billion of total debt and $1.2 billion of net debt (total debt less cash and cash equivalents). Net leverage^9^ was 0.8x.
TaxRate
The effective tax rate was 28.1% in the fourth quarter and 22.3% in the full year. On an adjusted^1^ basis, the effective tax rate was 29.0% in the fourth quarter and 24.3% in the full year, which was consistent with the Company’s guidance. The adjusted tax rate was derived by re-computing the quarterly effective tax rate on adjusted net income^10^. The adjusted tax expense differs from the GAAP tax expense based on the taxability or deductibility and tax rate applied to each of the adjustments.
InvestorDay
AECOM is hosting its 2025 Investor Day today at 10 a.m. Eastern Time, during which management will make a presentation focusing on the Company's transformative strategic initiatives and long-term financial objectives, as well as review the Company’s fourth quarter and full year fiscal 2025 financial results. As part of the event, the Company will discuss its new long-term financial targets through fiscal 2029 that include a substantial increase in expected annual margin expansion and adjusted EPS growth.
Interested parties can listen to the conference call and view accompanying slides via webcast at https://investors.aecom.com. The webcast will be available for replay following the call.
^1^Excludes the impact of certain items, such as restructuring costs, amortization of intangible assets, non-core AECOM Capital and other items. See Regulation G Information for a reconciliation of non-GAAP measures to the comparable GAAP measures.
^2^ Revenue, less pass-through revenue; growth rates are presented on a constant-currency basis.
^3^ Reflects segment operating performance, excluding AECOM Capital and G&A, and margins are presented on a net service revenue basis.
^4^ Net income before interest expense, tax expense, depreciation and amortization.
^5^ Adjusted EBITDA margin includes non-controlling interests in EBITDA and is on a net service revenue basis.
^6^ Free cash flow is defined as cash flow from operations less capital expenditures, net of proceeds from disposals of property and equipment; free cash flow conversion is defined as free cash flow divided by adjusted net income attributable to AECOM.
^7^ Backlog represents the total value of work for which AECOM has been selected that is expected to be completed by consolidated subsidiaries and includes the proportionate share of work expected to be performed by unconsolidated joint ventures.
^8^ Book-to-burn ratio is defined as the dollar amount of wins divided by revenue recognized during the period, including revenue related to work performed in unconsolidated joint ventures.
^9^ Net leverage is comprised of EBITDA as defined in the Company’s credit agreement dated October 17, 2014, as amended, and total debt on the Company’s financial statements, net of total cash and cash equivalents.
^10^ Inclusive of non-controlling interest deduction and adjusted for financing charges in interest expense, the amortization of intangible assets and is based on continuing operations.
AboutAECOM
AECOM (NYSE: ACM) is the global infrastructure leader, committed to delivering a better world. As a trusted professional services firm powered by deep technical abilities, we solve our clients’ complex challenges in water, environment, energy, transportation and buildings. Our teams partner with public- and private-sector clients to create innovative, sustainable and resilient solutions throughout the project lifecycle – from advisory, planning, design and engineering to program and construction management. AECOM is a Fortune 500 firm that had revenue of $16.1 billion in fiscal year 2025. Learn more at aecom.com.
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Forward-LookingStatements
All statements in this communication other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including any statements of the plans, strategies and objectives for future operations, profitability, strategic value creation, capital allocation strategy including stock repurchases, risk profile and investment strategies, and any statements regarding future economic conditions or performance, and the expected financial and operational results of AECOM. Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Important factors that could cause our actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in our forward-looking statements include, but are not limited to, the following: our business is cyclical and vulnerable to economic downturns and client spending reductions; government shutdowns or other funding circumstances that cause governmental agencies to modify, curtail or terminate our contracts; losses under fixed-price contracts; limited control over operations that 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; our capital allocation strategy, including 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 adequate 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 real estate development projects; 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 businesses, including the risk that any purchase adjustments from those transactions could be unfavorable and result in any future proceeds owed to us as part of the transactions could be lower than we expect; risks associated with strategic initiatives, including AI investments and potential acquisitions and divestitures; as well as other additional risks and factors that could cause actual results to differ materially from our forward-looking statements set forth in our reports filed with the Securities and Exchange Commission. Any forward-looking statements are made as of the date hereof. We do not intend, and undertake no obligation, to update any forward-looking statement.
Non-GAAPFinancial Information
This communication contains financial information calculated other than in accordance with U.S. generally accepted accounting principles (“GAAP”). The Company believes that non-GAAP financial measures such as adjusted EPS, adjusted EBITDA, adjusted EBITDA margin, adjusted net/operating income, segment adjusted operating margin, adjusted tax rate, net service revenue and free cash flow provide a meaningful perspective on its business results as the Company utilizes this information to evaluate and manage the business. We use adjusted operating income, adjusted net income, adjusted EBITDA, adjusted EBITDA margin, and adjusted EPS to exclude the impact of certain items, such as amortization expense and taxes to aid investors in better understanding our core performance results. We use free cash flow to present the cash generated from operations after capital expenditures to maintain our business. We present net service revenue (NSR) to exclude pass-through subcontractor costs from revenue to provide investors with a better understanding of our operational performance. We present segment adjusted operating margin to reflect segment operating performance of our Americas and International segments, excluding AECOM Capital. We present adjusted tax rate to reflect the tax rate on adjusted earnings. We also use constant-currency growth rates where appropriate, which are calculated by conforming the current period results to the comparable period exchange rates.
Our non-GAAP disclosure has limitations as an analytical tool, should not be viewed as a substitute for financial information determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be presented by other companies. A reconciliation of these non-GAAP measures is found in the Regulation G Information tables at the back of this communication. The Company is unable to reconcile certain of its non-GAAP financial guidance and long-term financial targets due to uncertainties in these non-operating items as well as other adjustments to net income. The Company is unable to provide a reconciliation of its guidance for NSR to GAAP revenue because it is unable to predict with reasonable certainty its pass-through revenue. In addition, the Company is unable to provide a reconciliation of its guidance for financial metrics excluding the Construction Management business due to uncertainties in these non-operating items as well as other adjustments to these measures.
5
AECOM
ConsolidatedStatements of Income
(unaudited- in thousands, except per share data)
| Three Months Ended | Twelve Months Ended | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30,<br> 2025 | September 30,<br> 2024 | % <br><br>Change | September 30,<br> 2025 | September 30,<br> 2024 | % <br><br>Change | |||||||||||||
| Revenue | $ | 4,175,417 | $ | 4,110,494 | 1.6 | % | $ | 16,139,622 | $ | 16,105,498 | 0.2 | % | ||||||
| Cost of revenue | 3,844,819 | 3,816,341 | 0.7 | % | 14,922,909 | 15,021,157 | (0.7 | )% | ||||||||||
| Gross profit | 330,598 | 294,153 | 12.4 | % | 1,216,713 | 1,084,341 | 12.2 | % | ||||||||||
| Equity in earnings of joint ventures | 5,306 | 3,959 | 34.0 | % | 27,013 | 2,124 | 1171.8 | % | ||||||||||
| General and administrative expenses | (39,173 | ) | (43,486 | ) | (9.9 | )% | (157,849 | ) | (160,105 | ) | (1.4 | )% | ||||||
| Restructuring and acquisition costs | (59,355 | ) | (18,248 | ) | 225.3 | % | (59,355 | ) | (98,918 | ) | (40.0 | )% | ||||||
| Income from operations | 237,376 | 236,378 | 0.4 | % | 1,026,522 | 827,442 | 24.1 | % | ||||||||||
| Other income | 11,458 | 11,416 | 0.4 | % | 10,457 | 17,570 | (40.5 | )% | ||||||||||
| Interest income | 17,737 | 15,219 | 16.5 | % | 62,894 | 58,560 | 7.4 | % | ||||||||||
| Interest expense | (58,867 | ) | (45,070 | ) | 30.6 | % | (184,304 | ) | (185,420 | ) | (0.6 | )% | ||||||
| Income from continuing operations before taxes | 207,704 | 217,943 | (4.7 | )% | 915,569 | 718,152 | 27.5 | % | ||||||||||
| Income tax expense for continuing operations | 58,400 | 34,822 | 67.7 | % | 204,018 | 152,900 | 33.4 | % | ||||||||||
| Net income from continuing operations | 149,304 | 183,121 | (18.5 | )% | 711,551 | 565,252 | 25.9 | % | ||||||||||
| Net (loss) income from discontinued operations | (11,598 | ) | 1 | NM | (75,364 | ) | (104,997 | ) | (28.2 | )% | ||||||||
| Net income | 137,706 | 183,122 | (24.8 | )% | 636,187 | 460,255 | 38.2 | % | ||||||||||
| Net income attributable to noncontrolling interests from continuing operations | (17,334 | ) | (14,737 | ) | 17.6 | % | (73,287 | ) | (59,322 | ) | 23.5 | % | ||||||
| Net loss (income) attributable to noncontrolling interests from discontinued operations | — | 4,163 | (100.0 | )% | (1,126 | ) | 1,333 | (184.5 | )% | |||||||||
| Net income attributable to noncontrolling interests | (17,334 | ) | (10,574 | ) | 63.9 | % | (74,413 | ) | (57,989 | ) | 28.3 | % | ||||||
| Net income attributable to AECOM from continuing operations | 131,970 | 168,384 | (21.6 | )% | 638,264 | 505,930 | 26.2 | % | ||||||||||
| Net (loss) income attributable to AECOM from discontinued operations | (11,598 | ) | 4,164 | (378.5 | )% | (76,490 | ) | (103,664 | ) | (26.2 | )% | |||||||
| Net income attributable to AECOM | $ | 120,372 | $ | 172,548 | (30.2 | )% | $ | 561,774 | $ | 402,266 | 39.7 | % | ||||||
| Net income (loss) attributable to AECOM per share: | ||||||||||||||||||
| Basic continuing operations per share | $ | 1.00 | $ | 1.25 | (20.0 | )% | $ | 4.82 | $ | 3.73 | 29.2 | % | ||||||
| Basic discontinued operations per share | (0.09 | ) | 0.04 | (325.0 | )% | (0.58 | ) | (0.76 | ) | (23.7 | )% | |||||||
| Basic earnings per share | $ | 0.91 | $ | 1.29 | (29.5 | )% | $ | 4.24 | $ | 2.97 | 42.8 | % | ||||||
| Diluted continuing operations per share | $ | 0.99 | $ | 1.25 | (20.8 | )% | $ | 4.79 | $ | 3.71 | 29.1 | % | ||||||
| Diluted discontinued operations per share | (0.09 | ) | 0.03 | (400.0 | )% | (0.58 | ) | (0.76 | ) | (23.7 | )% | |||||||
| Diluted earnings per share | $ | 0.90 | $ | 1.28 | (29.7 | )% | $ | 4.21 | $ | 2.95 | 42.7 | % | ||||||
| Weighted average shares outstanding: | ||||||||||||||||||
| Basic | 132,260 | 134,247 | (1.5 | )% | 132,373 | 135,544 | (2.3 | )% | ||||||||||
| Diluted | 133,400 | 135,209 | (1.3 | )% | 133,311 | 136,453 | (2.3 | )% |
6
AECOM
BalanceSheet Information
(unaudited- in thousands)
| September 30, 2025 | September 30, 2024 | |||
|---|---|---|---|---|
| Balance Sheet Information: | ||||
| Total cash and cash equivalents | $ | 1,585,739 | $ | 1,580,877 |
| Accounts receivable and contract assets – net | 4,282,326 | 4,599,765 | ||
| Working capital | 801,411 | 681,678 | ||
| Total debt, excluding unamortized debt issuance costs | 2,743,719 | 2,539,811 | ||
| Total assets | 12,200,249 | 12,061,669 | ||
| Total AECOM stockholders’ equity | 2,492,584 | 2,184,205 |
7
| AECOM | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Reportable Segments | |||||||||||||||
| (unaudited - in thousands) | |||||||||||||||
| Americas | International | AECOM<br> Capital | Corporate | Total | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Three Months Ended September 30, 2025 | |||||||||||||||
| Revenue | $ | 3,240,019 | $ | 935,255 | $ | 143 | $ | — | $ | 4,175,417 | |||||
| Cost of revenue | 2,999,519 | 845,299 | — | — | 3,844,818 | ||||||||||
| Gross profit | 240,500 | 89,956 | 143 | — | 330,599 | ||||||||||
| Equity in earnings (losses) of joint ventures | 3,214 | 2,732 | (640 | ) | — | 5,306 | |||||||||
| General and administrative expenses | — | — | (1,484 | ) | (37,689 | ) | (39,173 | ) | |||||||
| Restructuring and acquisition costs | — | — | — | (59,355 | ) | (59,355 | ) | ||||||||
| Income (loss) from operations | $ | 243,714 | $ | 92,688 | $ | (1,981 | ) | $ | (97,044 | ) | $ | 237,377 | |||
| Gross profit as a % of revenue | 7.4 | % | 9.6 | % | 7.9 | % | |||||||||
| Three Months Ended September 30, 2024 | |||||||||||||||
| Revenue | $ | 3,161,547 | $ | 948,422 | $ | 525 | $ | — | $ | 4,110,494 | |||||
| Cost of revenue | 2,961,766 | 854,575 | — | — | 3,816,341 | ||||||||||
| Gross profit | 199,781 | 93,847 | 525 | — | 294,153 | ||||||||||
| Equity in earnings (losses) of joint ventures | 3,639 | 663 | (343 | ) | — | 3,959 | |||||||||
| General and administrative expenses | — | — | (2,333 | ) | (41,153 | ) | (43,486 | ) | |||||||
| Restructuring and acquisition costs | — | — | — | (18,248 | ) | (18,248 | ) | ||||||||
| Income (loss) from operations | $ | 203,420 | $ | 94,510 | $ | (2,151 | ) | $ | (59,401 | ) | $ | 236,378 | |||
| Gross profit as a % of revenue | 6.3 | % | 9.9 | % | 7.2 | % | |||||||||
| Twelve Months Ended September 30, 2025 | |||||||||||||||
| Revenue | $ | 12,525,882 | $ | 3,613,196 | $ | 544 | $ | — | $ | 16,139,622 | |||||
| Cost of revenue | 11,643,847 | 3,279,062 | — | — | 14,922,909 | ||||||||||
| Gross profit | 882,035 | 334,134 | 544 | — | 1,216,713 | ||||||||||
| Equity in earnings (losses) of joint ventures | 15,785 | 11,803 | (575 | ) | — | 27,013 | |||||||||
| General and administrative expenses | — | — | (8,951 | ) | (148,898 | ) | (157,849 | ) | |||||||
| Restructuring and acquisition costs | — | — | — | (59,355 | ) | (59,355 | ) | ||||||||
| Income (loss) from operations | $ | 897,820 | $ | 345,937 | $ | (8,982 | ) | $ | (208,253 | ) | $ | 1,026,522 | |||
| Gross profit as a % of revenue | 7.0 | % | 9.2 | % | 7.5 | % | |||||||||
| Contracted backlog | $ | 8,791,178 | $ | 4,727,438 | $ | — | $ | — | $ | 13,518,616 | |||||
| Awarded backlog | 9,171,426 | 2,139,935 | — | — | 11,311,361 | ||||||||||
| Total backlog | $ | 17,962,604 | $ | 6,867,373 | $ | — | $ | — | $ | 24,829,977 | |||||
| Total backlog – Design only | $ | 16,436,803 | $ | 6,867,373 | $ | — | $ | — | $ | 23,304,176 | |||||
| Twelve Months Ended September 30, 2024 | |||||||||||||||
| Revenue | $ | 12,485,687 | $ | 3,618,456 | $ | 1,355 | $ | — | $ | 16,105,498 | |||||
| Cost of revenue | 11,726,629 | 3,294,528 | — | — | 15,021,157 | ||||||||||
| Gross profit | 759,058 | 323,928 | 1,355 | — | 1,084,341 | ||||||||||
| Equity in earnings (losses) of joint ventures | 15,505 | 13,510 | (26,891 | ) | — | 2,124 | |||||||||
| General and administrative expenses | — | — | (15,000 | ) | (145,105 | ) | (160,105 | ) | |||||||
| Restructuring and acquisition costs | — | — | — | (98,918 | ) | (98,918 | ) | ||||||||
| Income (loss) from operations | $ | 774,563 | $ | 337,438 | $ | (40,536 | ) | $ | (244,023 | ) | $ | 827,442 | |||
| Gross profit as a % of revenue | 6.1 | % | 9.0 | % | 6.7 | % | |||||||||
| Contracted backlog | $ | 8,853,977 | $ | 4,481,765 | $ | — | $ | — | $ | 13,335,742 | |||||
| Awarded backlog | 8,582,289 | 1,945,012 | — | — | 10,527,301 | ||||||||||
| Total backlog | $ | 17,436,266 | $ | 6,426,777 | $ | — | $ | — | $ | 23,863,043 | |||||
| Total backlog – Design only | $ | 16,130,139 | $ | 6,426,777 | $ | — | $ | — | $ | 22,556,916 |
8
AECOM
Regulation G Information
(in millions) ****
Reconciliation of Revenue to Net Service Revenue (NSR)
| Three Months Ended | Twelve Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Sep 30,<br> 2025 | Jun 30,<br><br> 2025 | Sep 30,<br> 2024 | Sep 30,<br> 2025 | Sep 30,<br> 2024 | ||||||
| Americas | ||||||||||
| Revenue | $ | 3,240.0 | $ | 3,277.2 | $ | 3,161.5 | $ | 12,525.9 | $ | 12,485.7 |
| Less: Pass-through revenue | 2,042.3 | 2,098.3 | 2,104.1 | 7,973.7 | 8,281.1 | |||||
| Net service revenue | $ | 1,197.7 | $ | 1,178.9 | $ | 1,057.4 | $ | 4,552.2 | $ | 4,204.6 |
| International | ||||||||||
| Revenue | $ | 935.2 | $ | 901.2 | $ | 948.4 | $ | 3,613.2 | $ | 3,618.4 |
| Less: Pass-through revenue | 166.2 | 142.6 | 194.3 | 593.1 | 659.4 | |||||
| Net service revenue | $ | 769.0 | $ | 758.6 | $ | 754.1 | $ | 3,020.1 | $ | 2,959.0 |
| Segment Performance (excludes ACAP) | ||||||||||
| Revenue | $ | 4,175.2 | $ | 4,178.4 | $ | 4,109.9 | $ | 16,139.1 | $ | 16,104.1 |
| Less: Pass-through revenue | 2,208.5 | 2,240.9 | 2,298.4 | 8,566.8 | 8,940.5 | |||||
| Net service revenue | $ | 1,966.7 | $ | 1,937.5 | $ | 1,811.5 | $ | 7,572.3 | $ | 7,163.6 |
| Consolidated | ||||||||||
| Revenue | $ | 4,175.3 | $ | 4,178.5 | $ | 4,110.5 | $ | 16,139.6 | $ | 16,105.5 |
| Less: Pass-through revenue | 2,208.5 | 2,240.9 | 2,298.4 | 8,566.8 | 8,940.5 | |||||
| Net service revenue | $ | 1,966.8 | $ | 1,937.6 | $ | 1,812.1 | $ | 7,572.8 | $ | 7,165.0 |
Reconciliation of Total Debt to Net Debt
| Balances at: | ||||||
|---|---|---|---|---|---|---|
| Sep 30, 2025 | Jun 30, 2025 | Sep 30, 2024 | ||||
| Short-term debt | $ | 4.1 | $ | 4.7 | $ | 3.1 |
| Current portion of long-term debt | 62.2 | 68.5 | 63.8 | |||
| Long-term debt, excluding unamortized debt issuance costs | 2,677.4 | 2,475.0 | 2,473.0 | |||
| Total debt | 2,743.7 | 2,548.2 | 2,539.9 | |||
| Less: Total cash and cash equivalents | 1,585.7 | 1,794.1 | 1,580.9 | |||
| Net debt | $ | 1,158.0 | $ | 754.1 | $ | 959.0 |
Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow
| Three Months Ended | Twelve Months Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sep 30,<br> 2025 | Jun 30,<br> 2025 | Sep 30,<br> 2024 | Sep 30,<br> 2025 | Sep 30,<br> 2024 | |||||||||||
| Net cash provided by operating activities | $ | 196.1 | $ | 283.7 | $ | 298.8 | $ | 821.6 | $ | 827.5 | |||||
| Capital expenditures, net | (62.0 | ) | (22.0 | ) | (24.2 | ) | (136.4 | ) | (119.1 | ) | |||||
| Free cash flow | $ | 134.1 | $ | 261.7 | $ | 274.6 | $ | 685.2 | $ | 708.4 |
9
| AECOM | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Regulation G Information | |||||||||||||||
| (in millions, except per share data) | |||||||||||||||
| Three Months Ended | Twelve Months Ended | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Sep 30,<br> 2025 | Jun 30,<br> 2025 | Sep 30,<br> 2024 | Sep 30,<br> 2025 | Sep 30,<br> 2024 | |||||||||||
| Reconciliation of Income from Operations to Adjusted Income from Operations<br> to Adjusted EBITDA with Noncontrolling Interests (NCI) to Adjusted EBITDA | |||||||||||||||
| Income from operations | $ | 237.3 | $ | 294.1 | $ | 236.3 | $ | 1,026.5 | $ | 827.4 | |||||
| Noncore AECOM Capital loss | 2.0 | 1.3 | 2.2 | 9.0 | 40.5 | ||||||||||
| Restructuring and acquisition costs | 59.4 | — | 18.3 | 59.4 | 99.0 | ||||||||||
| Amortization of intangible assets | 0.4 | 0.3 | 4.7 | 2.2 | 18.7 | ||||||||||
| Adjusted income from operations | $ | 299.1 | $ | 295.7 | $ | 261.5 | $ | 1,097.1 | $ | 985.6 | |||||
| Other income | 11.5 | 0.8 | 11.4 | 10.5 | 17.6 | ||||||||||
| Fair value adjustment included in other income | (9.6 | ) | 1.3 | (8.8 | ) | (2.8 | ) | (7.2 | ) | ||||||
| Depreciation | 43.6 | 42.9 | 39.0 | 166.2 | 152.5 | ||||||||||
| Adjusted EBITDA with noncontrolling interests (NCI) | $ | 344.6 | $ | 340.7 | $ | 303.1 | $ | 1,271.0 | $ | 1,148.5 | |||||
| Net income attributable to NCI from continuing operations excluding interest income included in NCI | (15.9 | ) | (27.9 | ) | (13.2 | ) | (68.4 | ) | (53.5 | ) | |||||
| Amortization of intangible assets included in NCI | — | — | — | — | (0.2 | ) | |||||||||
| Adjusted EBITDA | $ | 328.7 | $ | 312.8 | $ | 289.9 | $ | 1,202.6 | $ | 1,094.8 | |||||
| Reconciliation of Income from Continuing Operations Before Taxes to Adjusted Income from Continuing Operations Before Taxes | |||||||||||||||
| Income from continuing operations before taxes | $ | 207.7 | $ | 268.8 | $ | 218.0 | $ | 915.6 | 718.2 | ||||||
| Noncore AECOM Capital loss | 2.0 | 1.2 | 2.2 | 8.9 | 40.5 | ||||||||||
| Fair value adjustment | (9.6 | ) | 1.1 | (9.2 | ) | (3.5 | ) | (7.6 | ) | ||||||
| Restructuring and acquisition costs | 59.4 | — | 18.2 | 59.4 | 98.9 | ||||||||||
| Amortization of intangible assets | 0.4 | 0.3 | 4.7 | 2.2 | 18.7 | ||||||||||
| Financing charges in interest expense | 13.5 | 1.3 | 1.2 | 17.4 | 10.7 | ||||||||||
| Adjusted income from continuing operations before taxes | $ | 273.4 | $ | 272.7 | $ | 235.1 | $ | 1,000.0 | 879.4 | ||||||
| Reconciliation of Income Taxes for Continuing Operations to Adjusted Income Taxes for Continuing Operations | |||||||||||||||
| Income tax expense for continuing operations | $ | 58.3 | $ | 65.2 | $ | 34.9 | $ | 204.0 | $ | 153.0 | |||||
| Tax effect of the above adjustments^(1)^ | 16.2 | 1.0 | 2.3 | 21.0 | 38.3 | ||||||||||
| Valuation allowances and other tax only items | (0.2 | ) | (0.3 | ) | 10.9 | — | 11.7 | ||||||||
| Adjusted income tax expense for continuing operations | $ | 74.3 | $ | 65.9 | $ | 48.1 | $ | 225.0 | $ | 203.0 |
^(1)^ Adjusts the income taxes during the period to exclude the impact on our effective tax rate of the pre-tax adjustments shown above.
| Reconciliation of Net Income Attributable to Noncontrolling Interests<br> (NCI) from Continuing Operations to Adjusted Net Income Attributable to Noncontrolling Interests from Continuing Operations | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net income attributable to noncontrolling interests from continuing operations | $ | (17.3 | ) | $ | (28.8 | ) | $ | (14.7 | ) | $ | (73.3 | ) | $ | (59.3 | ) |
| Amortization of intangible assets included in NCI | — | — | — | — | (0.2 | ) | |||||||||
| Adjusted net income attributable to noncontrolling interests from continuing operations | $ | (17.3 | ) | $ | (28.8 | ) | $ | (14.7 | ) | $ | (73.3 | ) | $ | (59.5 | ) |
10
AECOM
Regulation G Information
(in millions, except per share data)
| Three Months Ended | Twelve Months Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sep 30,<br> 2025 | Jun 30,<br> 2025 | Sep 30,<br> 2024 | Sep 30,<br> 2025 | Sep 30,<br> 2024 | |||||||||||
| Reconciliation of Net Income Attributable to AECOM from Continuing Operations<br> to Adjusted Net Income Attributable to AECOM from Continuing Operations | |||||||||||||||
| Net income attributable to AECOM from continuing operations | $ | 132.1 | $ | 174.8 | $ | 168.4 | $ | 638.3 | $ | 505.9 | |||||
| Noncore AECOM Capital loss (income), net of NCI | 2.0 | 1.3 | 2.2 | 9.0 | 40.5 | ||||||||||
| Fair value adjustment | (9.6 | ) | 1.1 | (9.2 | ) | (3.5 | ) | (7.6 | ) | ||||||
| Restructuring and acquisition costs | 59.4 | — | 18.3 | 59.4 | 99.0 | ||||||||||
| Amortization of intangible assets | 0.4 | 0.3 | 4.7 | 2.2 | 18.7 | ||||||||||
| Financing charges in interest expense | 13.5 | 1.2 | 1.2 | 17.3 | 10.7 | ||||||||||
| Tax effect of the above adjustments^(1)^ | (16.2 | ) | (1.0 | ) | (2.4 | ) | (21.0 | ) | (38.4 | ) | |||||
| Valuation allowances and other tax only items | 0.2 | 0.3 | (10.9 | ) | — | (11.7 | ) | ||||||||
| Amortization of intangible assets included in NCI | — | — | — | — | (0.2 | ) | |||||||||
| Adjusted net income attributable to AECOM from continuing operations | $ | 181.8 | $ | 178.0 | $ | 172.3 | $ | 701.7 | $ | 616.9 |
^(1)^ Adjusts the income taxes during the period to exclude the impact on our effective tax rate of the pre-tax adjustments shown above
| Reconciliation of Net Income Attributable to AECOM from Continuing Operations<br> per Diluted Share to Adjusted Net Income Attributable to AECOM from Continuing Operations per Diluted Share | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net income attributable to AECOM from continuing operations per diluted share | $ | 0.99 | $ | 1.31 | $ | 1.25 | $ | 4.79 | $ | 3.71 | ||||
| Per diluted share adjustments: | ||||||||||||||
| Noncore AECOM Capital loss, net of NCI | 0.01 | 0.01 | 0.02 | 0.07 | 0.30 | |||||||||
| Fair value adjustment | (0.07 | ) | 0.01 | (0.07 | ) | (0.03 | ) | (0.06 | ) | |||||
| Restructuring and acquisition costs | 0.45 | — | 0.14 | 0.45 | 0.73 | |||||||||
| Amortization of intangible assets | — | — | 0.03 | 0.02 | 0.14 | |||||||||
| Financing charges in interest expense | 0.10 | 0.01 | 0.01 | 0.13 | 0.07 | |||||||||
| Tax effect of the above adjustments^(1)^ | (0.12 | ) | — | (0.03 | ) | (0.17 | ) | (0.28 | ) | |||||
| Valuation allowances and other tax only items | — | — | (0.08 | ) | — | (0.09 | ) | |||||||
| Adjusted net income attributable to AECOM from continuing operations per diluted share | $ | 1.36 | $ | 1.34 | $ | 1.27 | $ | 5.26 | $ | 4.52 | ||||
| Weighted average shares outstanding – basic | 132.3 | 132.3 | 134.2 | 132.4 | 135.5 | |||||||||
| Weighted average shares outstanding – diluted | 133.4 | 133.1 | 135.2 | 133.3 | 136.5 |
^(1)^ Adjusts the income taxes during the period to exclude the impact on our effective tax rate of the pre-tax adjustments shown above.
| Reconciliation of Net Income Attributable to AECOM from Continuing Operations<br> to Adjusted EBITDA | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net income attributable to AECOM from continuing operations | $ | 132.1 | $ | 174.8 | $ | 168.4 | $ | 638.3 | $ | 505.9 | |||||
| Income tax expense | 58.3 | 65.2 | 34.9 | 204.0 | 153.0 | ||||||||||
| Depreciation and amortization | 47.5 | 44.4 | 45.0 | 175.8 | 178.7 | ||||||||||
| Interest income, net of NCI | (16.4 | ) | (13.1 | ) | (13.7 | ) | (58.1 | ) | (52.8 | ) | |||||
| Interest expense | 58.9 | 40.2 | 45.0 | 184.3 | 185.4 | ||||||||||
| Amortized bank fees included in interest expense | (3.5 | ) | (1.2 | ) | (1.3 | ) | (7.4 | ) | (7.7 | ) | |||||
| Noncore AECOM Capital loss (income), net of NCI | 2.0 | 1.3 | 2.2 | 9.0 | 40.5 | ||||||||||
| Fair value adjustment included in other income | (9.6 | ) | 1.2 | (8.9 | ) | (2.7 | ) | (7.2 | ) | ||||||
| Restructuring and acquisition costs | 59.4 | — | 18.3 | 59.4 | 99.0 | ||||||||||
| Adjusted EBITDA | $ | 328.7 | $ | 312.8 | $ | 289.9 | $ | 1,202.6 | $ | 1,094.8 |
11
AECOM
Regulation G Information
(in millions, except per share data)
| Three Months Ended | Twelve Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Sep 30,<br> 2025 | Jun 30,<br> 2025 | Sep 30,<br> 2024 | Sep 30,<br> 2025 | Sep 30,<br> 2024 | ||||||
| Reconciliation of Segment Income from Operations to Adjusted Segment<br> Income from Operations | ||||||||||
| Americas Segment: | ||||||||||
| Segment Income from operations | $ | 243.7 | $ | 240.9 | $ | 203.4 | $ | 897.8 | $ | 774.6 |
| Amortization of intangible assets | 0.4 | 0.4 | 4.3 | 2.2 | 17.3 | |||||
| Adjusted segment income from operations | $ | 244.1 | $ | 241.3 | $ | 207.7 | $ | 900.0 | $ | 791.9 |
| International Segment: | ||||||||||
| Segment Income from operations | $ | 92.7 | $ | 90.2 | $ | 94.5 | $ | 345.9 | $ | 337.4 |
| Amortization of intangible assets | — | — | 0.4 | — | 1.4 | |||||
| Adjusted segment income from operations | $ | 92.7 | $ | 90.2 | $ | 94.9 | $ | 345.9 | $ | 338.8 |
| Segment Performance (excludes ACAP & G&A): | ||||||||||
| Segment Income from operations | $ | 336.4 | $ | 331.1 | $ | 297.9 | $ | 1,243.7 | $ | 1,112.0 |
| Amortization of intangible assets | 0.4 | 0.4 | 4.7 | 2.2 | 18.7 | |||||
| Adjusted segment income from operations | $ | 336.8 | $ | 331.5 | $ | 302.6 | $ | 1,245.9 | $ | 1,130.7 |
12
AECOM
Regulation G Information
| FY2026 GAAP EPS Guidance based on Adjusted EPS Guidance | |
|---|---|
| (All figures approximate. Includes Construction Management) | Fiscal Year End 2026 |
| GAAP EPS guidance | $4.01 to $4.84 |
| Adjusted EPS excludes: | |
| Amortization of intangible assets | $0.56 to $0.14 |
| Amortization of deferred financing fees | $0.04 |
| Restructuring and acquisition costs | $1.50 to $1.13 |
| Tax effect of the above items | ($0.46) to ($0.30) |
| Adjusted EPS guidance | $5.65 to $5.85 |
| FY2026 GAAP Net Income from<br> Continuing Operations Guidance based on Adjusted EBITDA Guidance | |
| --- | --- |
| (In millions. All figures approximate. Includes Construction Management) | Fiscal Year End 2026 |
| GAAP net income from continuing operations guidance | $599 to $710 |
| Net income attributable to noncontrolling interest from continuing operations | ($65) |
| Net income attributable to AECOM from continuing operations | $534 to $645 |
| Adjusted net income attributable to AECOM from continuing operations excludes: | |
| Amortization of intangible assets | $75 to $19 |
| Amortization of deferred financing fees | $5 |
| Restructuring and acquisition costs | $200 to $150 |
| Tax effect of the above items | ($61) to ($39) |
| Adjusted net income attributable to AECOM from continuing operations | $753 to $780 |
| Adjusted EBITDA excludes: | |
| Depreciation | $165 |
| Adjusted interest expense, net | $135 |
| Tax expense, including tax effect of above items | $212 to $225 |
| Adjusted EBITDA guidance | $1,265 to $1,305 |
| FY2026 GAAP Interest Expense Guidance based on Adjusted Interest Expense Guidance | |
| --- | --- |
| (In millions. All figures approximate. Includes Construction Management) | Fiscal Year End 2026 |
| GAAP interest expense guidance | $175 |
| Finance charges in interest expense | ($5) |
| Interest income, net of NCI | ($35) |
| Adjusted net interest expense guidance | $135 |
| FY2026 GAAP Income Tax Guidance based on Adjusted Income Tax Guidance | |
| --- | --- |
| (In millions. All figures approximate. Includes Construction Management) | Fiscal Year End 2026 |
| GAAP income tax expense guidance | $151 to $186 |
| Tax effect of adjusting items | $61 to $39 |
| Adjusted income tax expense guidance | $212 to $225 |
| Note: Variances in tables are due to rounding. |
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Exhibit 99.2
| Press<br> Release | Investor Contact:<br><br> Will Gabrielski<br><br> <br>Senior<br> Vice President, Finance, Treasurer<br><br> <br>213.593.8208<br><br> <br>William.Gabrielski@aecom.com | Media Contact: Brendan Ranson-Walsh<br><br> <br>Senior<br> Vice President, Global Communications<br><br> <br>213.996.2367<br><br> <br>Brendan.Ranson-Walsh@aecom.com |
|---|
AECOM announces increased financial targets builton further extending its competitive advantage and accelerating operating leverage
| · | Increased margin target to 20%+ exiting fiscal 2028, reflecting accelerating operating leverage from high-returning investments in proprietary AECOM AI and Advisory services |
|---|---|
| · | Raised expected adjusted EPS CAGR from fiscal 2026-2029 to 15%+ |
| --- | --- |
| · | Announced AECOM AI breakthroughs that transform how work is done and provide a greater value proposition to clients, underpinning expectations for continued market share gains and addressable market expansion |
| --- | --- |
| · | Initiated a review of strategic alternatives for the Construction Management business, including a possible sale, reflecting a commitment to allocate time and capital to its fastest-growing and highest-returning opportunities |
| --- | --- |
DALLAS (November 18, 2025) — AECOM (NYSE:ACM), the trusted global infrastructure leader, will host an Investor Day today at 10 a.m. Eastern Time, during which it will detail the Company’s transformative strategic initiatives and increased long-term financial targets.
“Following more than five years focused on building a culture, business profile and operating structure to lead our industry, today’s announcements reflect the significant strategic successes we have delivered and, importantly, the substantial opportunities ahead,” said Troy Rudd, AECOM’s chairman and chief executive officer. “This includes further deploying proprietary AECOM AI solutions, where our industry-leading intellectual capital, technical expertise and trusted client relationships create a competitive advantage. As a result, today we have set new financial targets, including our raised 20%+ margin exit rate target by fiscal 2028 and our raised expectation for an adjusted EPS CAGR of 15%+ for fiscal 2026 through 2029. We also announced plans for additional business portfolio transformation to further hone our focus in alignment with our commitment to a returns-focused capital allocation policy to compound value creation for our investors.”
Substantial Operating Leverage Opportunities Underpin IncreasedLong-Term Financial Targets
AECOM announced today that it has increased its long-term financial targets through fiscal 2029, highlighted by the following:
| · | Increased<br> the segment adjusted^1^ operating margin^2^ and adjusted^1^ EBITDA<br> margin^3^ targets to a 20%+ exit rate by fiscal 2028, reflecting expectations for<br> substantial increases in operating leverage. | |
|---|---|---|
| · | Increased<br> adjusted^1^ EPS CAGR to 15%+ to reflect continued strong NSR growth and margin expansion. | |
| --- | --- | |
| · | As<br> a result of these factors, the Company’s expected 2020-2029 adjusted^1^ EPS<br> CAGR is approximately double the expected median of S&P 500 companies over this same<br> period. | |
| --- | --- | |
| (excluding Construction<br>Management; growth rates<br> are based on the mid-point of FY’26 guidance as a<br> starting point, where appropriate) | FY’26 –FY’29 Growth Targets | Notes |
| --- | --- | --- |
| Organic NSR^4^ Growth | +5 - 8% CAGR | |
| Segment Adjusted^1^ Operating Margin^2^ /Adjusted^1^ EBITDA Margin^3^ | 20%+ exit rate by FY’28 | Follows delivering on prior 17% target 5 quarters ahead of expectations in Q3’25 |
| Adjusted1 EPS and Free Cash Flow^5^ per Share Growth | 15%+ CAGR | Up from annual double-digit growth in prior long-term guidance |
| Free Cash Flow^5^ Conversion | 100%+ | Cumulative FY’26 – FY’29 |
| Per Share Dividend Growth | Double-Digit Increase | Includes 19% increase announced today for FY’26 |
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Accelerating Operating Leverage
AECOM is announcing a step change in its operating leverage opportunity, enabled by proprietary AECOM AI solutions and the expected doubling to $400 million of annual NSR in its higher-margin Advisory business over the next three years. While traditionally each dollar of incremental revenue required a commensurate increase in variable costs, AECOM AI and a rapidly-growing, higher-margin Advisory business are enabling the Company to scale its assets at an even higher rate. The Company’s key advantages, which include the strength of its teams, industry-leading technical expertise, trusted client relationships, and extensive libraries of experience and data, are key attributes that position it for success.
AECOM has spent several years building and executing a strategy to develop and deploy AI at scale across its markets. This includes organic investments, piloting and testing third-party capabilities, and adding capabilities that accelerated its development. Today, AECOM has a team of more than 200 professionals with PhDs and advanced degrees in AI, machine learning, mathematics, physics, data sciences and computer sciences that is collaborating with the Company’s technical experts to deliver new ways of working and even greater value for clients and all stakeholders.
Execution of Returns-Based Capital Allocation Policy
Building on the more than $3 billion of capital returned to investors since September 2020 through repurchases and dividends, including nearly $500 million in fiscal 2025, AECOM also announced a 19% increase to its quarterly per share dividend payment to $0.31. As a result, the Company has grown the per share value of its dividend by 20% annually since initiation, reflecting its commitment under its capital allocation policy, which includes delivering annual double-digit percentage increases in the per share value of its dividend. The Company maintains $645 million of capacity under its existing Board repurchase authorization.
Portfolio Focus
AECOM announced today that it has initiated a review of strategic alternatives for its Construction Management business. This process is part of the Company’s commitment to prioritizing its time and capital on its highest-returning and fastest growing markets and businesses, including its investments in AI and growing its Advisory business. By evaluating strategic alternatives for Construction Management, including a potential sale, the Company believes it will best position both businesses for long-term success.
Beginning with first quarter results, the Construction Management business is expected to be classified as held for sale on the balance sheet and reported in discontinued operations under GAAP.
The live webcast, presentation, and a replay of the Investor Day will be available online at http://investors.aecom.com.
^1^Excludes the impact of certain items, such as restructuring costs, amortization of intangible assets, non-core AECOM Capital and other items.
^2^ Reflects segment operating performance, excluding AECOM Capital and G&A, and margins are presented on a net service revenue basis.
^3^ Adjusted EBITDA margin includes non-controlling interests in EBITDA and is on a net service revenue basis.
^4^ Revenue, less pass-through revenue; growth rates are presented on a constant-currency basis.
^5^ Free cash flow is defined as cash flow from operations less capital expenditures, net of proceeds from disposals of property and equipment; free cash flow conversion is defined as free cash flow divided by adjusted net income attributable to AECOM.
About AECOM
AECOM (NYSE: ACM) is the global infrastructure leader, committed to delivering a better world. As a trusted professional services firm powered by deep technical abilities, we solve our clients’ complex challenges in water, environment, energy, transportation and buildings. Our teams partner with public- and private-sector clients to create innovative, sustainable and resilient solutions throughout the project lifecycle – from advisory, planning, design and engineering to program and construction management. AECOM is a Fortune 500 firm that had revenue of $16.1 billion in fiscal year 2025. Learn more at aecom.com.
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Forward-Looking Statements
All statements in this communication other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including any statements of the plans, strategies and objectives for future operations, profitability, strategic value creation, capital allocation strategy including stock repurchases, risk profile and investment strategies, and any statements regarding future economic conditions or performance, and the expected financial and operational results of AECOM. Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Important factors that could cause our actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in our forward-looking statements include, but are not limited to, the following: our business is cyclical and vulnerable to economic downturns and client spending reductions; government shutdowns or other funding circumstances that cause governmental agencies to modify, curtail or terminate our contracts; losses under fixed-price contracts; limited control over operations that 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; our capital allocation strategy, including 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 adequate 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 real estate development projects; 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 businesses, including the risk that any purchase adjustments from those transactions could be unfavorable and result in any future proceeds owed to us as part of the transactions could be lower than we expect; risks associated with strategic initiatives, including AI investments and potential acquisitions and divestitures; as well as other additional risks and factors that could cause actual results to differ materially from our forward-looking statements set forth in our reports filed with the Securities and Exchange Commission. Any forward-looking statements are made as of the date hereof. We do not intend, and undertake no obligation, to update any forward-looking statement.
Non-GAAP Financial Information
This communication contains financial information calculated other than in accordance with U.S. generally accepted accounting principles (“GAAP”). The Company believes that non-GAAP financial measures such as adjusted EPS, adjusted EBITDA, adjusted EBITDA margin, adjusted net/operating income, segment adjusted operating margin, adjusted tax rate, net service revenue and free cash flow provide a meaningful perspective on its business results as the Company utilizes this information to evaluate and manage the business. We use adjusted operating income, adjusted net income, adjusted EBITDA, adjusted EBITDA margin, and adjusted EPS to exclude the impact of certain items, such as amortization expense and taxes to aid investors in better understanding our core performance results. We use free cash flow to present the cash generated from operations after capital expenditures to maintain our business. We present net service revenue (NSR) to exclude pass-through subcontractor costs from revenue to provide investors with a better understanding of our operational performance. We present segment adjusted operating margin to reflect segment operating performance of our Americas and International segments, excluding AECOM Capital. We present adjusted tax rate to reflect the tax rate on adjusted earnings. We also use constant-currency growth rates where appropriate, which are calculated by conforming the current period results to the comparable period exchange rates.
Our non-GAAP disclosure has limitations as an analytical tool, should not be viewed as a substitute for financial information determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be presented by other companies. The Company is unable to reconcile its non-GAAP long-term financial targets due to uncertainties in these non-operating items as well as other adjustments to net income.
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