Form 8-K

8-K — AECOM

Accession: 0001104659-26-093421

Filed: 2026-08-10

Period: 2026-08-10

CIK: 0000868857

SIC: 8711 (SERVICES-ENGINEERING SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2622489d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2622489d1_ex99-1.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: tm2622489d1_8k.htm · Sequence: 1

false

0000868857

2026-08-10

iso4217:USD

xbrli:shares

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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):

August 10, 2026

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

(Address of Principal

Executive Offices)

(Zip

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 registered

pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

ACM

New York Stock Exchange

Indicate by check mark whether the registrant 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 August 10, 2026, AECOM issued a press release announcing its financial

results for the quarter ended June 30, 2026. 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 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1

Press Release, dated August 10, 2026 entitled

“AECOM reports third quarter fiscal 2026 results”.

104

Cover Page Interactive Data File (embedded within the

Inline 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: August 10, 2026

By:

/s/ David Y. Gan

David Y. Gan

Executive Vice President, Chief Legal Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2622489d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Press Release

Investor Contact:

Will Gabrielski

Senior Vice President, Finance, Treasurer

213.593.8208

William.Gabrielski@aecom.com

Media Contact:

Brendan Ranson-Walsh

Senior Vice President, Global Communications

213.996.2367

Brendan.Ranson-Walsh@aecom.com

AECOM reports third quarter fiscal 2026 results

· Results

included a $337 million pre-tax loss related to the delayed completion of a Construction

Management project

· Excluding

this project’s impacts, margins, earnings and cash flow were strong

· Backlog

increased 13% to a new record driven by a 1.6 book-to-burn ratio

· Updated

fiscal 2026 financial guidance to reflect the financial impacts from the Construction Management

project charge, including impacts to cash flow, and lower fiscal 2026 NSR growth expectations

DALLAS (August 10, 2026) — AECOM (NYSE:ACM), the

trusted global infrastructure leader, today reported third quarter fiscal 2026 results.

(from

Continuing Operations;

in millions, except EPS)

Reported

(GAAP)

YoY % Change

Adjusted2

(Non-GAAP)

YoY % Change

Revenue

$ 3,586

(14 )%

Net

Service Revenue (NSR)1

$ 1,609

(16 )%

Operating Income

$ (76 )

$ (49 )

Segment

Operating Margin3

(1.0 )%

(1,810 )

bps

Net Income

$ (84 )

$ (64 )

EPS (Fully Diluted)

$ (0.65 )

$ (0.50 )

EBITDA5

$ (8 )

EBITDA

Margin4

(0.3 )%

(1,790 )

bps

Operating Cash Flow

$ 95

(66 )%

Free

Cash Flow8

$ 55

(79 )%

Total

Backlog6

$ 27,816

13 %

Construction Management Project Impact

(from

Continuing Operations;

in millions, except EPS)

Adjusted2

(Non-GAAP)

Const.

Mgmt.

Project Charge

Impact

Metrics

Excl.

Const. Mgmt.

Project Charge

YoY

% Change

Net

Service Revenue (NSR)1

$ 1,609

$ 337

$ 1,946

2 %

Segment Adj. Operating Margin

(1.0 )%

1,750  bps

16.5 %

(60 )

bps

Adj.2

EBITDA5

$ (8 )

$ 337

$ 329

5 %

Adj.2

EBITDA Margin4

(0.3 )%

1,730  bps

17.0 %

(60 )

bps

Adj.2

EPS

$ (0.50 )

$ 1.99

$ 1.49

11 %

· Included

in AECOM’s third quarter results is a $337 million pre-tax charge resulting from a

higher projected cost to complete a Construction Management project.

· The

project was awarded in 2019 under terms and conditions that would not be acceptable after

the substantial changes the Company implemented to its risk policies several years ago.

· The

project is expected to achieve substantial completion during the second quarter of fiscal

2027.

· The

Company is pursuing claims related to its work on the project and confidence in recovery

has been validated by successes on initial matters that have been ruled upon to date; however,

it will likely take several years and litigation to fully resolve all matters.

· As

a result, the Company is now projecting full year free cash flow of approximately $300 million.

“We are disappointed by the loss we took this quarter on the

Construction Management project,” said Troy Rudd, AECOM’s chairman and chief executive officer. “The project is nearing

completion, but lower subcontractor productivity is driving a delayed completion and a higher estimated cost to complete. This project

was bid in 2019 under terms and conditions that would not clear our substantially transformed risk processes today. Beyond this, the

quarter included several key highlights, including record wins and an all-time high backlog, which make us very confident in the health

of the business.”

“Our momentum continues to build, as we win work at a record

pace and gain further share in the marketplace,” said Lara Poloni, AECOM’s president. “In fact, our backlog increased

by 13% and we were successful in capturing two of the largest recompetes in our Company’s history that also include significantly

expanded scope. We are well positioned to capitalize on growing demand in our markets with our strengthened value proposition for clients,

which is supported by our number one rankings across our key markets, as well as our expanding addressable market through our Advisory

capabilities.”

“We have a strong balance sheet and healthy underlying cash

flow,” said Gaurav Kapoor, AECOM’s chief financial and operations officer. “As a result, we are able to operate with

certainty while continuing to invest in organic growth initiatives that underpin the expanding value we deliver to clients. Against the

current backdrop, our positive free cash flow and expectation for the full year demonstrates the resilience of our business and strength

of our markets.”

Third Quarter Summary:

· Reflecting

as reported GAAP performance from continuing operations, third quarter revenue of $3.6 billion

reflected a 14% decrease over the prior year; the Company also reported an operating loss

of $76 million, net loss of $84 million and diluted loss per share of $0.65.

- Third

quarter results included a $337 million pre-tax charge on a Construction Management project,

which impacted both the Company’s revenue and profitability in the quarter.

· Net

service revenue1 increased by 4% in the design business and increased 5% when

adjusted for a fewer working day compared to the prior year period, driven by 6% and 4% growth

in the Americas and International, respectively.

· Excluding

the Construction Management charge, both the segment adjusted2 operating margin3

and the adjusted2 EBITDA margin4 would have decreased by 60 basis points

to 16.5% and 17.0%, respectively.

· Adjusted2

EBITDA5 and adjusted2 EPS after excluding the Construction Management

charge would have increased by 5% and 11% to $329 million and $1.49, respectively.

· Total

backlog6 increased by 13% to a record high, driven by a record $4.2 billion in

wins that resulted in a 1.6 book-to-burn7 ratio.

- Total

design wins of $4.0 billion contributed to a 1.6 book-to-burn ratio in the design business,

including a 1.8 book-to-burn ratio in the Americas design business and a 1.4 book-to-burn

ratio in the International segment.

- The

design pipeline increased again to a new all-time high, including growth in both early-stage

and late-stage pursuits, even as the Company delivered record wins in the quarter.

Cash Flow and Capital Allocation

· Cash

flow excluding the impact of the Construction Management project remains strong and AECOM

expects to deliver on its long-term 100%+ free cash flow conversion target once the Construction

Management project headwinds subside.

· The

Company remains committed to its returns-based capital allocation policy, which in the near-term

will be prioritized towards its organic growth investments and its quarterly dividend program.

· The

Company maintains a strong balance sheet with net leverage9 of 1.5x.

Fiscal 2026 and Long-Term Financial Guidance

· AECOM

updated its fiscal 2026 earnings guidance to reflect the impacts of the Construction Management

charge.

· The

Company’s guidance also contemplates higher than expected margin performance excluding

the Construction Management charge, offset by lower expected NSR growth primarily attributable

to delayed project starts in the Construction Management business and ongoing conflict in

the Middle East.

· As

a result, the Company’s fiscal 2026 guidance now includes expectations for:

‒ Adjusted2 EPS of between $3.95 and $4.15 and adjusted2

EBITDA5 of between $935 million and $965 million.

‒ Total NSR1 of between $7.30 and $7.35 billion.

‒ Free cash flow8 of approximately $300 million.

- An

average fully diluted share count of 130 million.

- An

adjusted effective tax rate of approximately 19%.

· Excluding

the Construction Management charge, the Company’s guidance contemplates the following:

- Total

NSR of between $7.65 and $7.70 billion.

- A

segment adjusted operating margin3 of 17.0% and an adjusted EBITDA margin4

of 17.4%.

- Adjusted2

EPS of between $5.90 and $6.10 and adjusted2 EBITDA5 of between $1,275

million and $1,305 million, which is consistent with the Company’s prior guidance.

· In

addition, the Company reaffirmed its long-term financial targets, which includes its expectation

to deliver a 20%+ margin exit rate by fiscal 2028 and to grow adjusted2 EPS at

a 15%+ CAGR from fiscal 2026 to fiscal 2029, excluding the Construction Management charge.

· See

the Regulation G Information tables at the end of this release for a reconciliation of non-GAAP

measures to the most directly comparable GAAP measures.

Business Segments

Americas

Revenue in the third quarter was $2.6 billion, a 20% decrease from

the prior year. Net service revenue1 in the third quarter was $808 million, a 29% decrease from the prior year, which included

6% growth in the Americas design business after adjusting for one fewer working day in the period compared to the prior year.

Operating loss was $139 million and on an adjusted2 basis

was a loss of $130 million. Excluding the Construction Management charge, the adjusted operating margin on net service revenue decreased

by 250 basis points over the prior year to 18.0%. This decline is primarily driven by record amounts of business development activity

and the timing of Construction Management project starts, which was partially offset by benefits from a continued focus on driving operating

efficiencies across the business.

Backlog in the Americas segment grew by 8% to a new record high, driven

by a 1.8 book-to-burn ratio7. The Americas design business book-to-burn ratio was driven by strong wins across each of the

Company’s transportation, water, environment and facilities markets.

International

Revenue in the third quarter was $953 million, a 6% increase from

the prior year. Net service revenue1 was $800 million, a 4% increase from the prior year, driven by strong growth in the U.K

and Australian markets.

Operating income increased by 21% over the prior year to $109 million

and on an adjusted2 basis increased 26% to $114 million. The adjusted operating margin on net service revenue was 14.3%, an

increase of 240 basis points, which included the benefits from improved growth and from restructuring actions taken within the last year.

Backlog in the International segment grew 28% over the prior year

to a new record high, driven by a 1.4 book-to-burn ratio7 and strong wins in the U.K. and Middle East markets.

Tax Rate

The effective tax rate was 24.9% in the third quarter. On an adjusted2

basis, the effective tax rate was 24.8%. The adjusted tax rate was derived by re-computing the quarterly effective tax rate on adjusted

net income10. 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.

Conference Call

AECOM is hosting a conference call tomorrow at 8 a.m. Eastern

Time, during which management will make a brief presentation focusing on the Company's results, strategy and operating trends, and outlook.

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 Revenue, less pass-through revenue; growth rates are

presented on a constant-currency basis, unless otherwise noted.

2 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.

3 Reflects segment operating performance, excluding AECOM

Capital and G&A, and margins are presented on a net service revenue basis.

4 Adjusted EBITDA margin includes non-controlling interests

in EBITDA and is on a net service revenue basis.

5 Net income before interest expense, tax expense, depreciation

and amortization.

6 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.

7 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 and

excludes the impact of the Construction Management charge.

8 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.

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.

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.

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 that relate

to our future revenues, expenditures and business trends; future reduction of our self-perform at-risk construction exposure; future

accounting estimates; future contractual performance obligations; future conversions of backlog; future capital allocation priorities,

including common stock repurchases, future trade receivables, future debt pay downs; future tax benefits and expenses, and the impact

of future tax laws; future legal claims and insurance coverage; future costs savings; and other future economic and industry conditions.

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; 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; our ability

to successfully and timely perform our contractual obligations and to recover claims for additional contract costs; potential liquidated

damages under our contracts; limited control over operations run through our joint venture entities; liability for misconduct by our

employees or consultants; changes in government laws, regulations and policies, including failure to comply with laws or regulations

applicable to our business; maintaining adequate surety and financial capacity; potential high leverage and inability to service our

debt and guarantees; our capital allocation strategy, including our ability to continue payment of dividends and repurchase stock; exposure

to political and economic risks in different countries, including tariffs and trade policies, geopolitical events, and conflicts; inflation,

currency exchange rates and interest rate fluctuations; changes in capital markets and stock market volatility; retaining and recruiting

key technical and management personnel; legal claims and litigation; inadequate insurance coverage; environmental law compliance and

inadequate nuclear indemnification; unexpected adjustments and cancellations related to our backlog; partners and third parties who may

fail to satisfy their legal obligations; managing pension costs; AECOM Capital’s real estate development; cybersecurity issues, IT

outages and data privacy; risks associated with the benefits and costs of the sale of our Management Services and self-perform at-risk

civil infrastructure, power construction and oil and gas construction businesses, including the risk that any purchase adjustments from

those transactions could be unfavorable and any future proceeds owed to us as part of the transactions could be lower than we expect;

risks associated with our strategic initiatives, including AI investments and potential acquisitions and divestitures; as well as other

additional risks and factors 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. 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.

AECOM

Consolidated Statements of Income

(unaudited - in thousands, except per share

data)

Three

Months Ended

Nine Months

Ended

June 30,

2026

June 30,

2025

Change

June 30,

2026

June 30,

2025

Change

Revenue

$ 3,586,067

$ 4,178,440

(14.2 )%

$ 11,218,044

$ 11,964,205

(6.2 )%

Cost of revenue

3,620,109

3,851,490

(6.0 )%

10,674,596

11,078,090

(3.6 )%

Gross (loss) profit

(34,042 )

326,950

(110.4 )%

543,448

886,115

(38.7 )%

Equity in earnings

of joint ventures

4,512

5,290

(14.7 )%

23,461

21,707

8.1 %

General and administrative

expenses

(34,368 )

(38,163 )

(9.9 )%

(119,508 )

(118,676 )

0.7 %

Restructuring

and acquisition costs

(12,082 )

(53,580 )

(Loss) income

from operations

(75,980 )

294,077

(125.8 )%

393,821

789,146

(50.1 )%

Other income (expense)

5,028

823

510.9 %

23,484

(1,001 )

(2446.1 )%

Interest income

12,024

14,063

(14.5 )%

39,477

45,157

(12.6 )%

Interest

expense

(47,641 )

(40,198 )

18.5 %

(143,477 )

(125,437 )

14.4 %

(Loss) income from

continuing operations before taxes

(106,569 )

268,765

(139.7 )%

313,305

707,865

(55.7 )%

Income

tax (benefit) expense for continuing operations

(26,569 )

65,148

(140.8 )%

39,355

145,618

(73.0 )%

(Loss) income from continuing operations

(80,000 )

203,617

(139.3 )%

273,950

562,247

(51.3 )%

Loss from discontinued operations

(2,888 )

(43,880 )

(93.4 )%

(73,038 )

(63,766 )

14.5 %

Net (loss) income

(82,888 )

159,737

(151.9 )%

200,912

498,481

(59.7 )%

Net income attributable

to noncontrolling interests from continuing operations

(3,824 )

(28,771 )

(86.7 )%

(33,244 )

(55,953 )

(40.6 )%

Net

income attributable to noncontrolling interests from discontinued operations

(1,126 )

(100.0 )%

Net income attributable

to noncontrolling interests

(3,824 )

(28,771 )

(86.7 )%

(33,244 )

(57,079 )

(41.8 )%

Net (loss) income

attributable to AECOM from continuing operations

(83,824 )

174,846

(147.9 )%

240,706

506,294

(52.5 )%

Net

loss attributable to AECOM from discontinued operations

(2,888 )

(43,880 )

(93.4 )%

(73,038 )

(64,892 )

12.6 %

Net (loss) income

attributable to AECOM

$ (86,712 )

$ 130,966

(166.2 )%

$ 167,668

$ 441,402

(62.0 )%

Net (loss) income

attributable to AECOM per share:

Basic continuing operations per

$ (0.65 )

$ 1.32

(149.2 )%

$ 1.86

$ 3.82

(51.3 )%

Basic discontinued

operations per share

(0.02 )

(0.33 )

(93.9 )%

(0.56 )

(0.49 )

14.3 %

Basic earnings

per share

$ (0.67 )

$ 0.99

(167.7 )%

$ 1.30

$ 3.33

(61.0 )%

Diluted continuing operations per

$ (0.65 )

$ 1.31

(149.6 )%

$ 1.85

$ 3.80

(51.3 )%

Diluted discontinued

operations per share

(0.02 )

(0.33 )

(93.9 )%

(0.56 )

(0.49 )

14.3 %

Diluted earnings

per share

$ (0.67 )

$ 0.98

(168.4 )%

$ 1.29

$ 3.31

(61.0 )%

Weighted average shares outstanding:

Basic

128,564

132,301

(2.8 )%

129,393

132,411

(2.3 )%

Diluted

128,564

133,078

(3.4 )%

130,071

133,281

(2.4 )%

NM — not meaningful

AECOM

Balance Sheet Information

(unaudited - in thousands)

June 30,

2026

September 30,

2025

Balance Sheet Information:

Total

cash and cash equivalents

$ 1,012,932

$ 1,585,739

Accounts receivable

and contract assets – net

4,504,507

4,282,326

Working capital

340,266

801,411

Total debt, excluding

unamortized debt issuance costs

2,745,196

2,743,719

Total assets

12,026,900

12,200,249

Total AECOM stockholders’

equity

2,193,260

2,492,584

AECOM

Reportable

Segments

(unaudited

- in thousands)

Americas

International

AECOM

Capital

Corporate

Total

Three Months Ended June 30, 2026

Revenue

$ 2,632,802

$ 953,045

$ 220

$ -

$ 3,586,067

Cost of revenue

2,775,826

844,283

3,620,109

Gross (loss) profit

(143,024 )

108,762

220

(34,042 )

Equity in earnings (loss) of joint ventures

4,373

(80 )

219

4,512

General and administrative expenses

(1,575 )

(32,794 )

(34,369 )

Restructuring and acquisition costs

(12,082 )

(Loss) income from operations

$ (138,651 )

$ 108,682

$ (1,136 )

$ (44,876 )

$ (75,981 )

Gross (loss) profit as a % of revenue

(5.4 )%

11.4 %

(0.9 )%

Three Months Ended June 30, 2025

Revenue

$ 3,277,136

$ 901,198

$ 106

$ -

$ 4,178,440

Cost of revenue

3,038,353

813,137

3,851,490

Gross profit

238,783

88,061

106

326,950

Equity in earnings of joint ventures

2,198

2,167

925

5,290

General and administrative expenses

(2,265 )

(35,898 )

(38,163 )

Income (loss) from operations

$ 240,981

$ 90,228

$ (1,234 )

$ (35,898 )

$ 294,077

Gross profit as a % of revenue

7.3 %

9.8 %

7.8 %

Nine Months Ended June 30, 2026

Revenue

$ 8,521,658

$ 2,696,166

$ 220

$ -

$ 11,218,044

Cost of revenue

8,231,988

2,442,572

10,674,596

Gross profit

289,670

253,594

184

543,448

Equity in earnings of joint ventures

13,730

8,095

1,636

23,461

General and administrative expenses

(5,612 )

(113,896 )

(119,508 )

Restructuring and acquisition costs

(53,580 )

Income (loss) from operations

$ 303,400

$ 261,689

$ (3,792 )

$ (167,476 )

$ 393,821

Gross profit as a % of revenue

3.4 %

9.4 %

4.8 %

Contracted backlog

$ 8,861,199

$ 4,868,883

$ -

$ 13,730,082

Awarded backlog

10,479,904

3,606,122

14,086,026

Total backlog

$ 19,341,103

$ 8,475,005

$ -

$ 27,816,108

Total backlog – Design only

$ 17,661,072

$ 8,475,005

$ -

$ 26,136,077

Nine Months Ended June 30, 2025

Revenue

$ 9,285,863

$ 2,677,941

$ 401

$ -

$ 11,964,205

Cost of revenue

8,644,327

2,433,763

11,078,090

Gross profit

641,536

244,178

401

886,115

Equity in earnings of joint ventures

12,571

9,071

21,707

General and administrative expenses

(7,467 )

(111,209 )

(118,676 )

Income (loss) from operations

$ 654,107

$ 253,249

$ (7,001 )

$ (111,209 )

$ 789,146

Gross profit as a % of revenue

6.9 %

9.1 %

7.4 %

Contracted backlog

$ 8,836,509

$ 4,614,568

$ -

$ 13,451,077

Awarded backlog

9,136,644

2,000,150

11,136,794

Total backlog

$ 17,973,153

$ 6,614,718

$ -

$ 24,587,871

Total backlog – Design only

$ 16,499,843

$ 6,614,718

$ -

$ 23,114,561

AECOM

Regulation

G Information

(in millions)

Reconciliation

of Revenue to Net Service Revenue (NSR)

Three

Months Ended

Nine Months

Ended

Jun 30,

2026

Mar 31,

2026

Jun 30,

2025

Jun 30,

2026

Jun 30,

2025

Americas

Revenue

$ 2,632.7

$ 2,911.6

$ 3,277.2

$ 8,521.6

$ 9,285.9

Less: Pass-through

revenue

1,824.3

1,717.3

2,098.3

5,404.2

5,931.4

Net service revenue

$ 808.4

$ 1,194.3

$ 1,178.9

$ 3,117.4

$ 3,354.5

International

Revenue

$ 953.1

$ 889.6

$ 901.2

$ 2,696.2

$ 2,678.0

Less: Pass-through

revenue

152.6

135.5

142.6

405.4

426.9

Net service revenue

$ 800.5

$ 754.1

$ 758.6

$ 2,290.8

$ 2,251.1

Segment Performance (excludes

ACAP)

Revenue

$ 3,585.8

$ 3,801.2

$ 4,178.4

$ 11,217.8

$ 11,963.9

Less: Pass-through

revenue

1,976.9

1,852.8

2,240.9

5,809.6

6,358.3

Net service revenue

$ 1,608.9

$ 1,948.4

$ 1,937.5

$ 5,408.2

$ 5,605.6

Consolidated

Revenue

$ 3,586.0

$ 3,801.2

$ 4,178.5

$ 11,218.0

$ 11,964.3

Less: Pass-through

revenue

1,976.9

1,852.8

2,240.9

5,809.6

6,358.3

Net service revenue

$ 1,609.1

$ 1,948.4

$ 1,937.6

$ 5,408.4

$ 5,606.0

Reconciliation

of Total Debt to Net Debt

Balances

at:

Jun 30,

2026

Mar 31,

2026

Jun 30,

2025

Short-term debt

$ 2.6

$ 2.2

$ 4.7

Current portion of long-term debt

60.2

60.7

68.5

Long-term debt, excluding unamortized

debt issuance costs

2,682.4

2,684.8

2,475.0

Total debt

2,745.2

2,747.7

2,548.2

Less: Total cash and cash equivalents

1,012.9

1,034.3

1,794.1

Net debt

$ 1,732.3

$ 1,713.4

$ 754.1

Reconciliation

of Net Cash Provided by Operating Activities to Free Cash Flow

Three

Months Ended

Nine Months

Ended

Jun 30,

2026

Mar 31,

2026

Jun 30,

2025

Jun 30,

2026

Jun 30,

2025

Net cash provided by operating activities

$ 95.2

$ 3.8

$ 283.7

$ 169.2

$ 625.5

Capital expenditures, net

(40.1 )

(31.2 )

(22.0 )

(99.6 )

(74.4 )

Free cash flow

$ 55.1

$ (27.4 )

$ 261.7

$ 69.6

$ 551.1

AECOM

Regulation

G Information

(in millions, except

per share data)

Three

Months Ended

Nine Months

Ended

Jun 30,

2026

Mar 31,

2026

Jun 30,

2025

Jun 30,

2026

Jun 30,

2025

Reconciliation of Income

from Operations to Adjusted Income from Operations to Adjusted EBITDA with Noncontrolling Interests (NCI) to Adjusted EBITDA

(Loss) income from operations

$ (76.0 )

$ 247.8

$ 294.1

$ 393.8

$ 789.2

Noncore AECOM Capital loss

1.1

1.5

1.3

3.8

7.0

Restructuring and acquisition costs

12.1

13.6

53.6

Amortization of

intangible assets

13.9

17.1

0.3

43.9

1.8

Adjusted (loss) income from operations

$ (48.9 )

$ 280.0

$ 295.7

$ 495.1

$ 798.0

Other income (expense)

5.1

10.5

0.8

23.5

(1.0 )

Fair value adjustment included in other

income

(2.2 )

(7.9 )

1.3

(15.2 )

6.8

Depreciation

40.7

38.9

42.9

117.3

122.6

Adjusted EBITDA with noncontrolling interests (NCI)

$ (5.3 )

$ 321.5

$ 340.7

$ 620.7

$ 926.4

Net

income attributable to NCI from continuing operations excluding interest income included in NCI

(2.9 )

(9.4 )

(27.9 )

(30.0 )

(52.5 )

Adjusted EBITDA

$ (8.2 )

$ 312.1

$ 312.8

$ 590.7

$ 873.9

Reconciliation of Income

from Continuing Operations Before Taxes to Adjusted Income from Continuing Operations Before Taxes

(Loss) income from continuing operations before taxes

$ (106.6 )

$ 221.6

$ 268.8

$ 313.3

$ 707.9

Noncore AECOM Capital loss

1.1

1.5

1.2

3.8

6.9

Fair value adjustment

(2.8 )

(8.3 )

1.1

(16.6 )

6.1

Restructuring and acquisition costs

12.1

13.6

53.6

Amortization of intangible assets

13.9

17.1

0.3

43.9

1.8

Financing charges

in interest expense

1.4

3.5

1.3

6.3

3.9

Adjusted (loss) income from continuing

operations before taxes

$ (80.9 )

$ 249.0

$ 272.7

$ 404.3

$ 726.6

Reconciliation of Income

Taxes for Continuing Operations to Adjusted Income Taxes for Continuing Operations

Income tax (benefit) expense for continuing operations

$ (26.6 )

$ 26.9

$ 65.2

$ 39.3

$ 145.7

Tax

effect of the above adjustments(1) and valuation allowance

5.6

6.2

0.7

19.6

5.0

Adjusted income tax (benefit) expense

for continuing operations

$ (21.0 )

$ 33.1

$ 65.9

$ 58.9

$ 150.7

(1)Adjusts the

income taxes during the period to exclude the impact on our effective tax rate of the pre-tax adjustments shown above.

AECOM

Regulation

G Information

(in millions, except

per share data)

Three

Months Ended

Nine Months

Ended

Jun 30,

2026

Mar 31,

2026

Jun 30,

2025

Jun 30,

2026

Jun 30,

2025

Reconciliation of Net Income

Attributable to AECOM from Continuing Operations to Adjusted Net Income Attributable to AECOM from Continuing Operations

Net

(loss) income attributable to AECOM from continuing operations

$ (83.9 )

$ 184.2

$ 174.8

$ 240.7

$ 506.2

Noncore AECOM Capital loss, net of

NCI

1.1

1.5

1.3

3.8

7.0

Fair value adjustment

(2.8 )

(8.3 )

1.1

(16.6 )

6.1

Restructuring and acquisition costs

12.1

13.6

53.6

Amortization of intangible assets

13.9

17.1

0.3

43.9

1.8

Financing charges in interest expense

1.4

3.5

1.2

6.3

3.8

Tax

effect of the above adjustments(1) and valuation allowance

(5.6 )

(6.2 )

(0.7 )

(19.6 )

(5.0 )

Adjusted

net (loss) income attributable to AECOM from continuing operations

$ (63.8 )

$ 205.4

$ 178.0

$ 312.1

$ 519.9

(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 per Diluted Share to Adjusted Net Income Attributable to AECOM from Continuing Operations

per Diluted Share

Net

(loss) income attributable to AECOM from continuing operations per diluted share

$ (0.65 )

$ 1.42

$ 1.31

$ 1.85

$ 3.80

Per diluted share adjustments:

Noncore AECOM

Capital loss, net of NCI

0.01

0.03

0.05

Fair value adjustment

(0.02 )

(0.06 )

0.01

(0.13 )

0.05

Restructuring

and acquisition costs

0.09

0.11

0.41

Amortization

of intangible assets

0.10

0.13

0.34

0.01

Financing charges

in interest expense

0.01

0.03

0.01

0.05

0.03

Tax

effect of the above adjustments(1) and valuation allowance

(0.04 )

(0.05 )

(0.15 )

(0.04 )

Adjusted

net (loss) income attributable to AECOM from continuing operations per diluted share

$ (0.50 )

$ 1.59

$ 1.34

$ 2.40

$ 3.90

Weighted average shares outstanding – basic

128.6

128.7

132.3

129.4

132.4

Weighted average shares outstanding – diluted

128.6

129.2

133.1

130.1

133.3

(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 to Adjusted EBITDA

Net (loss) income attributable to AECOM from continuing

operations

$ (83.9 )

$ 184.2

$ 174.8

$ 240.7

$ 506.2

Income tax (benefit) expense

(26.6 )

26.9

65.2

39.3

145.7

Depreciation and amortization

55.9

59.5

44.4

167.4

128.3

Interest income, net of NCI

(11.0 )

(12.8 )

(13.1 )

(36.3 )

(41.7 )

Interest expense

47.7

50.5

40.2

143.5

125.4

Amortized bank fees included in interest

expense

(1.3 )

(3.5 )

(1.2 )

(6.2 )

(3.9 )

Noncore AECOM Capital loss, net of

NCI

1.1

1.5

1.3

3.8

7.0

Fair value adjustment included in other

income

(2.2 )

(7.8 )

1.2

(15.1 )

6.9

Restructuring

and acquisition costs

12.1

13.6

53.6

Adjusted EBITDA

$ (8.2 )

$ 312.1

$ 312.8

$ 590.7

$ 873.9

AECOM

Regulation

G Information

(in millions, except

per share data)

Three

Months Ended

Nine Months

Ended

Jun 30,

2026

Mar 31,

2026

Jun 30,

2025

Jun 30,

2026

Jun 30,

2025

Reconciliation of Segment

Income from Operations to Adjusted Segment Income from Operations

Americas Segment:

Segment (loss) income from

operations

$ (138.7 )

$ 227.9

$ 240.9

$ 303.3

$ 654.1

Amortization of

intangible assets

8.5

10.6

0.4

27.2

1.8

Adjusted segment

(loss) income from operations

$ (130.2 )

$ 238.5

$ 241.3

$ 330.5

$ 655.9

International Segment:

Segment Income from operations

$ 108.7

$ 77.0

$ 90.2

$ 261.7

$ 253.2

Amortization of

intangible assets

5.4

6.6

16.8

Adjusted segment

income from operations

$ 114.1

$ 83.6

$ 90.2

$ 278.5

$ 253.2

Segment Performance (excludes ACAP & G&A):

Segment (loss) income from operations

$ (30.0 )

$ 304.9

$ 331.1

$ 565.0

$ 907.3

Amortization of

intangible assets

13.9

17.2

0.4

44.0

1.8

Adjusted segment

(loss) income from operations

$ (16.1 )

$ 322.1

$ 331.5

$ 609.0

$ 909.1

AECOM

Regulation

G Information

FY2026

GAAP EPS Guidance based on Adjusted EPS Guidance

(all figures approximate)

Fiscal Year End 2026

GAAP EPS guidance

$2.37 to $2.87

Adjusted EPS excludes:

Amortization of intangible

assets

$0.45

Amortization of deferred financing

fees

$0.06

Noncore AECOM Capital

$0.03

Fair value adjustments

($0.13)

Restructuring and acquisition costs

$1.54 to $1.16

Tax effect of

the above items

($0.37) to ($0.29)

Adjusted EPS guidance

$3.95 to $4.15

FY2026

GAAP Net Income from Continuing Operations Guidance based on Adjusted EBITDA Guidance

(in millions, all figures approximate)

Fiscal Year End 2026

GAAP net income from continuing operations guidance

$354 to $419

Net income attributable to

noncontrolling interest from continuing operations

($45)

Net

income attributable to AECOM from continuing operations

$309 to $374

Adjusted net income

attributable to AECOM from continuing operations excludes:

Amortization of intangible assets

$58

Amortization of deferred financing

fees

Noncore AECOM Capital

Fair value adjustments

($17)

Restructuring and acquisition costs

$200 to $150

Tax effect of

the above items

($48) to ($38)

Adjusted net income attributable to AECOM

from continuing operations

$514 to $539

Adjusted EBITDA excludes:

Depreciation

$160

Adjusted interest expense, net

$140

Tax expense, including

tax effect of above items

$121 to $126

Adjusted EBITDA guidance

$935 to $965

FY2026

GAAP Interest Expense Guidance based on Adjusted Interest Expense Guidance

(in millions, all figures approximate)

Fiscal Year End 2026

GAAP interest expense guidance

$190

Finance charges in interest expense

($8)

Interest income, net of NCI

($42)

Adjusted interest expense guidance,

net

$140

FY2026

GAAP Income Tax Guidance based on Adjusted Income Tax Guidance

(in millions, all figures approximate)

Fiscal Year End 2026

GAAP income tax expense guidance

$73 to $88

Tax effect of adjusting items

$48

to $38

Adjusted income tax expense guidance

$121

to $126

Note: Variances

in tables are due to rounding.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration