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1、Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549FORM 10-Q(Mark One)QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACTOF 1934For the quarterly period ended March 31,2024OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIE
2、S EXCHANGEACT OF 1934For the transition period from to Commission File Number 000-52423AECOM(Exact name of registrant as specified in its charter)Delaware 61-1088522State or Other Jurisdiction Of Incorporation or OrganizationI.R.S.Employer Identification Number13355 Noel RoadDallas,Texas75240Address
3、 of Principal Executive OfficesZip Code(972)788-1000Registrants Telephone Number,Including Area CodeFormer Name,Former Address and Former Fiscal Year,if Changed Since Last ReportSecurities registered pursuant to Section 12(b)of the Act:Title of each class Trading Symbol(s)Name of each exchange on wh
4、ich registered Common Stock,$0.01 par valueACMNew York Stock ExchangeIndicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities ExchangeAct of 1934 during the preceding 12 months(or for such shorter period that the registrant wa
5、s required to file such reports),and(2)has been subject tosuch filing requirements for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T(232.405 of this chapter
6、)during the preceding 12 months(or for such shorter period that the registrant was required tosubmit such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reportingcompany,or an emerging growth company.See
7、 the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth companyIf an emerging growth company,indica
8、te by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2
9、 of the Exchange Act).Yes No As of May 3,2024,136,127,400 shares of the registrants common stock were outstanding.Table of ContentsAECOMINDEXPART I.FINANCIAL INFORMATIONItem 1.Financial Statements1Consolidated Balance Sheets as of March 31,2024(unaudited)and September 30,20231Consolidated Statements
10、 of Operations for the Three and Six Months Ended March 31,2024(unaudited)and March31,2023(unaudited)2Consolidated Statements of Comprehensive Income for the Three and Six Months Ended March 31,2024(unaudited)and March 31,2023(unaudited)3Consolidated Statements of Stockholders Equity for the Three a
11、nd Six Months Ended March 31,2024(unaudited)and March 31,2023(unaudited)4Consolidated Statements of Cash Flows for the Six Months Ended March 31,2024(unaudited)and March 31,2023(unaudited)6Notes to Consolidated Financial Statements(unaudited)7Item 2.Managements Discussion and Analysis of Financial C
12、ondition and Results of Operations27Item 3.Quantitative and Qualitative Disclosures About Market Risk42Item 4.Controls and Procedures43PART II.OTHER INFORMATION43Item 1.Legal Proceedings43Item 1A.Risk Factors43Item 2.Unregistered Sales of Equity Securities and Use of Proceeds44Item 3.Defaults Upon S
13、enior Securities44Item 4.Mine Safety Disclosure44Item 5.Other Information44Item 6.Exhibits45SIGNATURES46Table of Contents1PART I.FINANCIAL INFORMATIONItem 1.Financial StatementsAECOMConsolidated Balance Sheets(unaudited-in thousands,except share data)March 31,September 30,2024 2023ASSETSCURRENT ASSE
14、TS:Cash and cash equivalents$910,934$1,030,447Cash in consolidated joint ventures 274,872229,759Total cash and cash equivalents 1,185,8061,260,206Accounts receivablenet 2,646,7222,544,453Contract assets1,805,6221,525,051Prepaid expenses and other current assets 725,847730,145Current assets held for
15、sale105,09195,221Income taxes receivable 28,69814,435TOTAL CURRENT ASSETS 6,497,7866,169,511PROPERTY AND EQUIPMENTNET 372,384382,638DEFERRED TAX ASSETSNET 444,957439,604INVESTMENTS IN UNCONSOLIDATED JOINT VENTURES 137,422139,236GOODWILL 3,446,9843,418,930INTANGIBLE ASSETSNET 16,11117,769OTHER NON-CU
16、RRENT ASSETS 118,899218,666OPERATING LEASE RIGHT-OF-USE ASSETS422,850447,044TOTAL ASSETS$11,457,393$11,233,398LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Short-term debt$2,914$3,085Accounts payable 2,304,5392,190,755Accrued expenses and other current liabilities 2,385,2012,287,546Income t
17、axes payable36,72348,161Contract liabilities 1,267,0451,188,742Current liabilities held for sale51,14145,625Current portion of long-term debt88,55286,369TOTAL CURRENT LIABILITIES 6,136,1155,850,283OTHER LONG-TERM LIABILITIES 119,797123,846OPERATING LEASE LIABILITIES,NON-CURRENT507,518548,851LONG-TER
18、M LIABILITIES HELD FOR SALE796792DEFERRED TAX LIABILITY-NET16,99016,960PENSION BENEFIT OBLIGATIONS179,464195,586LONG-TERM DEBT2,102,3582,113,369TOTAL LIABILITIES 9,063,0388,849,687COMMITMENTS AND CONTINGENCIES(Note 15)AECOM STOCKHOLDERS EQUITY:Common stock-authorized,300,000,000 shares of$0.01 par v
19、alue as of March 31,2024 and September 30,2023;issued and outstanding 135,872,491 and 136,210,883 shares as of March 31,2024 and September 30,2023,respectively 1,3591,362Additional paid-in capital 4,267,7194,241,523Accumulated other comprehensive loss(909,970)(926,577)Accumulated deficits(1,160,441)
20、(1,103,976)TOTAL AECOM STOCKHOLDERS EQUITY 2,198,6672,212,332Noncontrolling interests 195,688171,379TOTAL STOCKHOLDERS EQUITY 2,394,3552,383,711TOTAL LIABILITIES AND STOCKHOLDERS EQUITY$11,457,393$11,233,398See accompanying Notes to Consolidated Financial Statements.Table of Contents2AECOMConsolidat
21、ed Statements of Operations(unaudited-in thousands,except per share data)Three Months EndedSix Months EndedMarch 31,March 31,March 31,March 31,2024 2023 2024 2023Revenue$3,943,833$3,490,172$7,843,753$6,872,527Cost of revenue3,682,6593,262,0787,338,6096,429,445Gross profit261,174228,094505,144443,082
22、Equity in earnings(losses)of joint ventures19,4597,456(9,482)17,285General and administrative expenses(44,686)(34,147)(80,410)(69,759)Restructuring costs(35,465)(3,973)(51,645)(41,432)Income from operations200,482197,430363,607349,176Other income2,6222,5015,1914,485Interest income15,4229,80427,52415
23、,690Interest expense(47,723)(42,372)(88,980)(79,072)Income from continuing operations before taxes170,803167,363307,342290,279Income tax expense for continuing operations45,38541,10572,04366,870Net income from continuing operations125,418126,258235,299223,409Net loss from discontinued operations(109
24、,388)(41,775)(110,675)(42,163)Net income16,03084,483124,624181,246Net income attributable to noncontrolling interests from continuingoperations(14,113)(8,089)(27,230)(17,733)Net loss(income)attributable to noncontrolling interests fromdiscontinued operations(910)221(1,949)1,047Net income attributabl
25、e to noncontrolling interests(15,023)(7,868)(29,179)(16,686)Net income attributable to AECOM from continuing operations111,305118,169208,069205,676Net loss attributable to AECOM from discontinued operations(110,298)(41,554)(112,624)(41,116)Net income attributable to AECOM$1,007$76,615$95,445$164,560
26、Net income(loss)attributable to AECOM per share:Basic continuing operations per share$0.82$0.85$1.53$1.48Basic discontinued operations per share$(0.81)$(0.30)$(0.83)$(0.29)Basic earnings per share$0.01$0.55$0.70$1.19Diluted continuing operations per share$0.81$0.84$1.52$1.46Diluted discontinued oper
27、ations per share$(0.80)$(0.29)$(0.82)$(0.29)Diluted earnings per share$0.01$0.55$0.70$1.17Weighted average shares outstanding:Basic136,006138,927135,952138,807Diluted136,712140,335136,907140,489See accompanying Notes to Consolidated Financial Statements.Table of Contents3AECOMConsolidated Statements
28、 of Comprehensive Income(unauditedin thousands)Three Months EndedSix Months EndedMarch 31,March 31,March 31,March 31,2024 2023 2024 2023Net income$16,030$84,483$124,624$181,246Other comprehensive income,net of tax:Net unrealized gain(loss)on derivatives,net of tax4,811(7,564)(9,401)(9,381)Foreign cu
29、rrency translation adjustments(27,129)8,62733,03586,751Pension adjustments,net of tax2,008(3,672)(6,990)(18,519)Other comprehensive(loss)income,net of tax(20,310)(2,609)16,64458,851Comprehensive(loss)income,net of tax(4,280)81,874141,268240,097Noncontrolling interests in comprehensive income of cons
30、olidatedsubsidiaries,net of tax(14,895)(7,985)(29,216)(16,949)Comprehensive(loss)income attributable to AECOM,net of tax$(19,175)$73,889$112,052$223,148See accompanying Notes to Consolidated Financial Statements.Table of Contents4AECOMConsolidated Statements of Stockholders Equity(unauditedin thousa
31、nds)Accumulated Total Additional Other AECOM Non-Total Common Paid-In ComprehensiveAccumulatedStockholders Controlling Stockholders Stock Capital Loss Deficits Equity Interests EquityBALANCE AT DECEMBER 31,2023$1,360$4,245,340$(889,788)$(1,109,616)$2,247,296$180,922$2,428,218Net income1,0071,00715,0
32、2316,030Dividends declared(30,782)(30,782)(30,782)Other comprehensive loss(20,182)(20,182)(128)(20,310)Issuance of stock15,8225,8235,823Repurchases of stock(2)998(21,050)(20,054)(20,054)Stock-based compensation15,55915,55915,559Contributions from noncontrollinginterests2,6162,616Distributions to non
33、controllinginterests(2,745)(2,745)BALANCE AT MARCH 31,2024$1,359$4,267,719$(909,970)$(1,160,441)$2,198,667$195,688$2,394,355 Accumulated Total Additional Other AECOM Non-Total Common Paid-In ComprehensiveAccumulatedStockholders Controlling Stockholders Stock Capital Loss Deficits Equity Interests Eq
34、uityBALANCE AT DECEMBER 31,2022$1,390$4,161,716$(918,361)$(689,111)$2,555,634$137,259$2,692,893Net income76,61576,6157,86884,483Dividends declared(25,394)(25,394)(25,394)Other comprehensive loss(2,726)(2,726)117(2,609)Issuance of stock14,3884,3894,389Repurchases of stock(4)(1,875)(25,001)(26,880)(26
35、,880)Stock-based compensation12,70212,70212,702Contributions from noncontrollinginterests44Distributions to noncontrolling interests(2,713)(2,713)BALANCE AT MARCH 31,2023$1,387$4,176,931$(921,087)$(662,891)$2,594,340$142,535$2,736,875Table of Contents5 Accumulated Total Additional Other AECOM Non-To
36、tal Common Paid-In ComprehensiveAccumulatedStockholders Controlling Stockholders Stock Capital Loss Deficits Equity Interests EquityBALANCE AT SEPTEMBER 30,2023$1,362$4,241,523$(926,577)$(1,103,976)$2,212,332$171,379$2,383,711Net income95,44595,44529,179124,624Dividends declared(60,856)(60,856)(60,8
37、56)Other comprehensive income16,60716,6073716,644Issuance of stock1016,71016,72016,720Repurchases of stock(13)(21,125)(91,054)(112,192)(112,192)Stock-based compensation30,61130,61130,611Contributions from noncontrollinginterests5,4925,492Distributions to noncontrollinginterests(10,399)(10,399)BALANC
38、E AT MARCH 31,2024$1,359$4,267,719$(909,970)$(1,160,441)$2,198,667$195,688$2,394,355 Accumulated Total Additional Other AECOM Non-Total Common Paid-In ComprehensiveAccumulatedStockholders Controlling Stockholders Stock Capital Loss Deficits Equity Interests EquityBALANCE AT SEPTEMBER 30,2022$1,389$4
39、,156,594$(979,675)$(701,654)$2,476,654$128,725$2,605,379Net income164,560164,56016,686181,246Dividends declared(50,792)(50,792)(50,792)Other comprehensive income58,58858,58826358,851Issuance of stock1117,61417,62517,625Repurchases of stock(13)(21,872)(75,005)(96,890)(96,890)Stock-based compensation2
40、4,59524,59524,595Contributions from noncontrollinginterests676676Distributions to noncontrolling interests(3,815)(3,815)BALANCE AT MARCH 31,2023$1,387$4,176,931$(921,087)$(662,891)$2,594,340$142,535$2,736,875See accompanying Notes to Consolidated Financial Statements.Table of Contents6AECOMConsolida
41、ted Statements of Cash Flows(unaudited-in thousands)Six Months Ended March 31,2024 2023CASH FLOWS FROM OPERATING ACTIVITIES:Net income$124,624$181,246Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization 87,50887,786Equity in losses(earnings)o
42、f unconsolidated joint ventures 12,882(15,545)Distribution of earnings from unconsolidated joint ventures 12,90327,126Non-cash stock compensation30,61124,595Loss on sale of discontinued operations103,08540,160Foreign currency translation8,1256,768Other(274)2,615Changes in operating assets and liabil
43、ities,net of effects of acquisitions:Accounts receivable and contract assets(383,534)(376,005)Prepaid expenses and other assets(5,625)24,136Accounts payable 147,59331,542Accrued expenses and other current liabilities 84,169(11,683)Contract liabilities78,109126,035Other long-term liabilities(62,758)(
44、17,321)Net cash provided by operating activities237,418131,455CASH FLOWS FROM INVESTING ACTIVITIES:Payments for business acquisition,net of cash acquired(18,686)Investment in unconsolidated joint ventures(29,930)(26,127)Return of investment in unconsolidated joint ventures6,352Proceeds from sale of
45、investments3,1804,786Proceeds from disposal of property and equipment249256Payments for capital expenditures(76,734)(68,819)Net cash used in investing activities(121,921)(83,552)CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from borrowings under credit agreements2,560,0321,544,751Repayments of borro
46、wings under credit agreements(2,590,331)(1,564,820)Dividends paid(55,443)(46,217)Proceeds from issuance of common stock14,84012,494Proceeds from exercise of stock options4,112Payments to repurchase common stock(113,086)(95,191)Net distributions to noncontrolling interests(4,907)(3,139)Other financin
47、g activities469646Net cash used in financing activities(188,426)(147,364)EFFECT OF EXCHANGE RATE CHANGES ON CASH(168)3,548NET DECREASE IN CASH AND CASH EQUIVALENTS(73,097)(95,913)CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,262,1521,176,772CASH AND CASH EQUIVALENTS AT END OF PERIOD1,189,0551,0
48、80,859LESS CASH AND CASH EQUIVALENTS INCLUDED IN CURRENT ASSETS HELD FOR SALE(3,249)(7,344)CASH AND CASH EQUIVALENTS OF CONTINUING OPERATIONS AT END OF PERIOD$1,185,806$1,073,515See accompanying Notes to Consolidated Financial Statements.Table of Contents7AECOMNotes to Consolidated Financial Stateme
49、nts(unaudited)1.Basis of PresentationThe accompanying consolidated financial statements of AECOM(the Company)are unaudited and,in the opinion ofmanagement,include all adjustments,including all normal recurring items necessary for a fair statement of the Companys financialposition and results of oper
50、ations for the periods presented.All intercompany balances and transactions are eliminated in consolidation.The consolidated financial statements should be read in conjunction with the consolidated financial statements and notes theretoincluded in the Companys Form 10-K for the fiscal year ended Sep
51、tember 30,2023(the Annual Report).The accompanying unauditedconsolidated financial statements and related notes have been prepared in accordance with generally accepted accounting principles(GAAP)in the United States(U.S.)for interim financial information and with the instructions to Form 10-Q and R
52、ule 10-01 ofRegulation S-X.Accordingly,they do not include all of the information and footnotes required by GAAP for complete financialstatements.The consolidated financial statements included in this report have been prepared consistently with the accounting policiesdescribed in the Annual Report,e
53、xcept as noted,and should be read together with the Annual Report.The results of operations for the three and six months ended March 31,2024 are not necessarily indicative of the results to beexpected for the fiscal year ending September 30,2024.As discussed in more detail in Note 3,the Company conc
54、luded that its self-perform at-risk construction businesses met thecriteria for held for sale beginning in the first quarter of fiscal 2020 and met the criteria for discontinued operation classification.As aresult,the self-perform at-risk construction businesses are presented in the consolidated sta
55、tements of operations as discontinuedoperations for all periods presented.Current and non-current assets and liabilities of these businesses are presented in the consolidatedbalance sheets as assets and liabilities held for sale.The Company reports its annual results of operations based on 52 or 53-
56、week periods ending on the Friday nearest September30.The Company reports its quarterly results of operations based on periods ending on the Friday nearest December 31,March 31,andJune 30.For clarity of presentation,all periods are presented as if the periods ended on September 30,December 31,March
57、31,and June30.2.New Accounting Pronouncements and Changes in AccountingIn November 2023,the Financial Accounting Standards Board(FASB)amended the guidance of Accounting StandardsCodification(ASC)280,Segment Reporting,requiring public entities to disclose significant segment expenses and other segmen
58、t itemson an annual and interim basis.The new guidance is effective for the Company for its interim period ending December 31,2025,withearly adoption permitted.The Company is currently evaluating the impact that the adoption of this new guidance will have on itsfinancial statement presentation.In De
59、cember 2023,the FASB issued ASU 2023-09,Income Taxes(Topic 740):Improvements to Income Tax Disclosures,whichincludes amendments that further enhance the income tax information through improvements to income tax disclosures primarily relatedto the rate reconciliation and income taxes paid.The update
60、also includes certain other amendments to improve the effectiveness ofincome tax disclosures.The amendments are effective for the Companys annual periods beginning October 1,2025,with early adoptionpermitted.The Company is currently evaluating the impact that the adoption of this new guidance will h
61、ave on its financial statementpresentation.Table of Contents83.Discontinued Operations,Goodwill and Intangible AssetsIn the first quarter of fiscal 2020,management approved a plan to dispose of via sale the Companys self-perform at-riskconstruction businesses.These businesses include the Companys ci
62、vil infrastructure,power,and oil and gas construction businesses thatwere previously reported in the Companys Construction Services segment.After consideration of the relevant facts,the Companyconcluded the assets and liabilities of its self-perform at-risk construction businesses met the criteria f
63、or classification as held for sale.The Company concluded the actual and proposed disposal activities represented a strategic shift that would have a major effect on theCompanys operations and financial results and qualified for presentation as discontinued operations in accordance with FASB ASC 205-
64、20.Accordingly,the financial results of the self-perform at-risk construction businesses are presented in the Consolidated Statement ofOperations as discontinued operations for all periods presented.Current and non-current assets and liabilities of these businesses not soldas of the balance sheet da
65、te are presented in the Consolidated Balance Sheets as assets and liabilities held for sale for both periodspresented.The Company completed the sale of its power and oil and gas construction businesses in fiscal 2021 and fiscal 2022,respectively.The Company completed the sale of its civil infrastruc
66、ture construction business to affiliates of Oroco Capital in the secondquarter of fiscal 2021.In the second quarter of fiscal 2024 and 2023,the Company recorded losses related to revised estimates of itscontingent consideration receivable recognized in its civil infrastructure construction business
67、of$103.1 million and$38.9 million,respectively.The following table represents summarized balance sheet information of assets and liabilities held for sale(in millions):March 31,September 30,2024 2023Cash and cash equivalents$3.3$1.9Receivables and contract assets 101.393.3Other 0.5Current assets hel
68、d for sale$105.1$95.2Property and equipment,net$15.8$14.2Write-down of assets to fair value less cost to sell(15.8)(14.2)Non-current assets held for sale$Accounts payable and accrued expenses$51.145.6Current liabilities held for sale$51.1$45.6Long-term liabilities held for sale$0.8$0.8The following
69、table represents summarized income statement information of discontinued operations(in millions):Three months ended Six months endedMarch 31,March 31,March 31,March 31,2024 2023 2024 2023Revenue$46.5$58.8$101.1$100.5Cost of revenue 45.062.197.7102.4Gross profit(loss)1.5(3.3)3.4(1.9)Equity in earning
70、s of joint ventures(3.4)(3.4)(1.7)Loss on disposal activities(109.6)(40.2)(113.1)(40.2)Transaction costs(0.2)(0.2)(0.2)Loss from operations(111.7)(43.5)(113.3)(44.0)Other loss(0.5)(1.1)Loss before taxes(112.2)(43.5)(114.4)(44.0)Income tax benefit(2.8)(1.7)(3.7)(1.8)Net loss from discontinuing operat
71、ions$(109.4)$(41.8)$(110.7)$(42.2)Table of Contents9The significant components included in our Consolidated Statement of Cash Flows for the discontinued operations are asfollows(in millions):Three months ended Six months endedMarch 31,March 31,March 31,March 31,20242023 20242023Payments for capital
72、expenditures$2.1$0.5$2.1$4.5The Company completed one acquisition in the first quarter of fiscal 2024.The changes in the carrying value of goodwill byreportable segment for the six months ended March 31,2024 were as follows:ForeignSeptember 30,ExchangeMarch 31,2023 Impact Acquired 2024(in millions)A
73、mericas$2,614.0$0.5$12.2$2,626.7International 804.915.4820.3Total$3,418.9$15.9$12.2$3,447.0The gross amounts and accumulated amortization of the Companys acquired identifiable intangible assets with finite usefullives as of March 31,2024 and September 30,2023,included in intangible assetsnet,in the
74、accompanying consolidated balance sheets,were as follows:March 31,2024September 30,2023GrossAccumulatedIntangibleGrossAccumulatedIntangibleAmortization Amount Amortization Assets,Net Amount Amortization Assets,Net Period(in millions)(years)Backlog and Customerrelationships$671.5$(655.4)$16.1$663.8$(
75、646.0)$17.81-11Amortization expense of acquired intangible assets included within cost of revenue was$9.4 million and$9.3 million for the sixmonths ended March 31,2024 and 2023,respectively.The following table presents estimated amortization expense of existing intangibleassets for the remainder of
76、fiscal 2024 and for the succeeding years:Fiscal Year (in millions)2024(six months remaining)$9.22025 2.12026 1.52027 1.520281.5Thereafter 0.3Total$16.14.Revenue RecognitionThe Company follows accounting principles for recognizing revenue upon the transfer of control of promised goods or servicesto c
77、ustomers,in an amount that reflects the expected consideration received in exchange for those goods or services.The Companygenerally recognizes revenues over time as performance obligations are satisfied.The Company generally measures its progress tocompletion using an input measure of total costs i
78、ncurred divided by total costs expected to be incurred,which it believes to be the bestmeasure of progress towards completion of the performance obligation.In the course of providing its services,the Company routinelysubcontracts for services and incurs other direct costs on behalf of its clients.Th
79、ese costs are passed through to clients and,in accordancewith GAAP,are included in the Companys revenue and cost of revenue.These pass-through revenues for the six months ended March31,2024 and 2023 were$4.3 billion and$3.6 billion,respectively.Table of Contents10Recognition of revenue and profit is
80、 dependent upon a number of factors,including the accuracy of a variety of estimates madeat the balance sheet date,such as engineering progress,material quantities,the achievement of milestones,penalty provisions,laborproductivity and cost estimates.Additionally,the Company is required to make estim
81、ates for the amount of consideration to be received,including bonuses,awards,incentive fees,claims,unpriced change orders,penalties,and liquidated damages.Variable consideration isincluded in the estimate of the transaction price only to the extent that a significant reversal would not be probable.M
82、anagementcontinuously monitors factors that may affect the quality of its estimates,and material changes in estimates are disclosed accordingly.Costs attributable to claims are treated as costs of contract performance as incurred.The following summarizes the Companys major contract types:Cost Reimbu
83、rsable ContractsCost reimbursable contracts include cost-plus fixed fee,cost-plus fixed rate,and time-and-materials price contracts.Under cost-plus contracts,the Company charges clients for its costs,including both direct and indirect costs,plus a negotiated fee or rate.TheCompany recognizes revenue
84、 based on actual direct costs incurred and the applicable fixed rate or portion of the fixed fee earned as ofthe balance sheet date.Under time-and-materials price contracts,the Company negotiates hourly billing rates and charges its clientsbased on the actual time that it expends on a project.In add
85、ition,clients reimburse the Company for materials and other direct incidentalexpenditures incurred in connection with its performance under the contract.The Company may apply a practical expedient to recognizerevenue in the amount in which it has the right to invoice if its right to consideration is
86、 equal to the value of performance completed todate.Guaranteed Maximum Price Contracts(GMP)GMP contracts share many of the same contract provisions as cost-plus and fixed-price contracts.As with cost-plus contracts,clients are provided a disclosure of all the project costs,and a lump sum or percenta
87、ge fee is separately identified.The Companyprovides clients with a guaranteed price for the overall project(adjusted for change orders issued by clients)and a schedule including theexpected completion date.Cost overruns or costs associated with project delays in completion could generally be the Com
88、panysresponsibility.For many of the Companys commercial or residential GMP contracts,the final price is generally not established until theCompany has subcontracted a substantial percentage of the trade contracts with terms consistent with the master contract,and it hasnegotiated additional contract
89、ual limitations,such as waivers of consequential damages as well as aggregate caps on liabilities andliquidated damages.Revenue is recognized for GMP contracts as project costs are incurred relative to total estimated project costs.Fixed-Price ContractsFixed-price contracts include both lump-sum and
90、 fixed-unit price contracts.Under lump-sum contracts,the Company performsall the work under the contract for a specified fee.Lump-sum contracts are typically subject to price adjustments if the scope of theproject changes or unforeseen conditions arise.Under fixed-unit price contracts,the Company pe
91、rforms a number of units of work at anagreed price per unit with the total payment under the contract determined by the actual number of units delivered.Revenue isrecognized for fixed-price contracts using the input method measured on a cost-to-cost basis as the Company believes this is the bestmeas
92、ure of progress towards completion.Table of Contents11The following tables present the Companys revenues disaggregated by revenue sources:Three months endedSix months endedMarch 31,March 31,March 31,March 31,2024 2023 2024 2023 (in millions)Cost reimbursable$1,605.1$1,511.3$3,222.3$3,026.2Guaranteed
93、 maximum price1,420.71,151.02,835.62,239.2Fixed-price918.1827.81,785.91,607.1Total revenue$3,943.9$3,490.1$7,843.8$6,872.5Three months endedSix months endedMarch 31,March 31,March 31,March 31,2024 2023 2024 2023 (in millions)Americas$3,039.1$2,630.3$6,077.9$5,209.9Europe,Middle East,India,Africa619.
94、8494.11,115.2942.1Asia-Australia-Pacific285.0365.7650.7720.5Total revenue$3,943.9$3,490.1$7,843.8$6,872.5As of March 31,2024,the Company had allocated$21.4 billion of transaction price to unsatisfied or partially satisfiedperformance obligations,of which approximately 55%is expected to be satisfied
95、within the next twelve months.The majority ofremaining performance obligation after the first 12 months are expected to be recognized over a two-year period.Contract liabilities represent amounts billed to clients in excess of revenue recognized to date.The Company recognizedrevenue of$685.3 million
96、 and$696.9 million during the six months ended March 31,2024 and 2023,respectively,that was included incontract liabilities as of September 30,2023 and 2022,respectively.The Companys timing of revenue recognition may not be consistent with its rights to bill and collect cash from its clients.Those r
97、ights are generally dependent upon advance billing terms,milestone billings based on the completion of certain phases of work orwhen services are performed.The Companys accounts receivables represent amounts billed to clients that have yet to be collected andrepresent an unconditional right to cash
98、from its clients.Contract assets represent the amount of contract revenue recognized but not yetbilled pursuant to contract terms or accounts billed after the balance sheet date.Contract liabilities represent billings as of the balancesheet date,as allowed under the terms of a contract,but not yet r
99、ecognized as contract revenue pursuant to the Companys revenuerecognition policy.Net accounts receivable consisted of the following:March 31,September 30,2024 2023(in millions)Billed$2,125.4$2,122.2Contract retentions 602.8516.5Total accounts receivablegross 2,728.22,638.7Allowance for doubtful acco
100、unts and credit losses(81.5)(94.2)Total accounts receivablenet$2,646.7$2,544.5Substantially all contract assets as of March 31,2024 and September 30,2023 are expected to be billed and collected withintwelve months,except for claims.Significant claims recorded in contract assets and other non-current
101、 assets were approximately$170million and$160 million as of March 31,2024 and September 30,2023,respectively.The asset related to the Deactivation,Demolition,and Removal Project retained from the MS Purchaser as defined in and discussed in Note 15 is presented in prepaid expense and othercurrent ass
102、ets from continuing operations in the Consolidated Balance Sheet.Contract retentions represent amounts invoiced to clientswhere payments have been withheld from progress payments until the contracted work has been completed and approved by the clientbut nonetheless represent an unconditional right t
103、o cash.Table of Contents12The Company considers a broad range of information to estimate expected credit losses including the related ages of past duebalances,projections of credit losses based on historical trends,and collection history and credit quality of its clients.Negativemacroeconomic trends
104、 or delays in payment of outstanding receivables could result in an increase in the estimated credit losses.No single client accounted for more than 10%of the Companys outstanding receivables at March 31,2024 and September 30,2023.The Company sold trade receivables to financial institutions,of which
105、$291.9 million and$291.0 million were outstanding as ofMarch 31,2024 and September 30,2023,respectively.The Company does not retain financial or legal obligations for these receivablesthat would result in material losses.The Companys ongoing involvement is limited to the remittance of customer payme
106、nts to thefinancial institutions with respect to the sold trade receivables.5.Joint Ventures and Variable Interest EntitiesThe Companys joint ventures provide architecture,engineering,program management,construction management,and managesinvestments in real estate projects.Joint ventures,the combina
107、tion of two or more partners,are generally formed for a specific project.Management of the joint venture is typically controlled by a joint venture executive committee,comprised of representatives from thejoint venture partners.The joint venture executive committee normally provides management overs
108、ight and controls decisions whichcould have a significant impact on the joint venture.Some of the Companys joint ventures have no employees and minimal operating expenses.For these joint ventures,theCompanys employees perform work for the joint venture,which is then billed to a third-party customer
109、by the joint venture.These jointventures function as pass-through entities to bill the third-party customer.For consolidated joint ventures of this type,the Companyrecords the entire amount of the services performed and the costs associated with these services,including the services provided by theo
110、ther joint venture partners,in the Companys result of operations.For certain of these joint ventures where a fee is added by anunconsolidated joint venture to client billings,the Companys portion of that fee is recorded in equity in earnings of joint ventures.The Company also has joint ventures that
111、 have their own employees and operating expenses,and to which the Companygenerally makes a capital contribution.The Company accounts for these joint ventures either as consolidated entities or equity methodinvestments based on the criteria further discussed below.The Company follows guidance on the
112、consolidation of variable interest entities(VIEs)that requires companies to utilize aqualitative approach to determine whether it is the primary beneficiary of a VIE.The process for identifying the primary beneficiary of aVIE requires consideration of the factors that indicate a party has the power
113、to direct the activities that most significantly impact the jointventures economic performance,including powers granted to the joint ventures program manager,powers contained in the joint venturegoverning board and,to a certain extent,a companys economic interest in the joint venture.The Company ana
114、lyzes its joint venturesand classifies them as either:a VIE that must be consolidated because the Company is the primary beneficiary or the joint venture is not a VIE and theCompany holds the majority voting interest with no significant participative rights available to the other partners;ora VIE th
115、at does not require consolidation and is treated as an equity method investment because the Company is not theprimary beneficiary or the joint venture is not a VIE and the Company does not hold the majority voting interest.As part of the above analysis,if it is determined that the Company has the po
116、wer to direct the activities that most significantlyimpact the joint ventures economic performance,the Company considers whether or not it has the obligation to absorb losses or rights toreceive benefits of the VIE that could potentially be significant to the VIE.Contractually required support provi
117、ded to the Companys joint ventures is further discussed in Note 15.Table of Contents13Summary of financial information of the consolidated joint ventures is as follows:March 31,2024September 30,(unaudited)2023(in millions)Current assets$970.0$806.3Non-current assets 84.575.9Total assets$1,054.5$882.
118、2Current liabilities$878.4$779.6Non-current liabilities 1.51.5Total liabilities 879.9781.1Total AECOM deficit(3.7)(54.9)Noncontrolling interests 178.3156.0Total owners equity 174.6101.1Total liabilities and owners equity$1,054.5$882.2Total revenue of the consolidated joint ventures was$1,171.4 milli
119、on and$941.7 million for the six months ended March 31,2024 and 2023,respectively.The assets of the Companys consolidated joint ventures are restricted for use only by the particular jointventure and are not available for the general operations of the Company.Summary of unaudited financial informati
120、on of the unconsolidated joint ventures,as derived from their unaudited financialstatements,was as follows:March 31,September 30,2024 2023(in millions)Current assets$1,201.8$1,177.4Non-current assets 1,052.8996.3Total assets$2,254.6$2,173.7Current liabilities$624.7$605.9Non-current liabilities 434.2
121、441.7Total liabilities 1,058.91,047.6Joint ventures equity 1,195.71,126.1Total liabilities and joint ventures equity$2,254.6$2,173.7 AECOMs investment in unconsolidated joint ventures$137.4$139.2Six Months EndedMarch 31,March 31,2024 2023(in millions)Revenue$696.4$642.1Cost of revenue 645.9586.9Gros
122、s profit$50.5$55.2Net income$50.7$51.9Summary of AECOMs equity in earnings of unconsolidated joint ventures is as follows:Six Months EndedMarch 31,March 31,2024 2023 (in millions)Pass-through joint ventures$17.6$14.5Other joint ventures(27.1)2.8Total$(9.5)$17.3Table of Contents146.Pension Benefit Ob
123、ligationsIn the U.S.,the Company sponsors various qualified defined benefit pension plans.Benefits under these plans generally arebased on the employees years of creditable service and compensation;however,all U.S.defined benefit plans are closed to newparticipants and have frozen accruals.The Compa
124、ny also sponsors various non-qualified plans in the U.S.;all of these plans are frozen.Outside the U.S.,theCompany sponsors various pension plans,which are appropriate to the country in which the Company operates,some of which aregovernment mandated.The components of net periodic benefit cost other
125、than the service cost component are included in other income in theconsolidated statement of operations.The following table details the components of net periodic benefit cost for the Companys pensionplans for the three and six months ended March 31,2024 and 2023:Three Months EndedSix Months EndedMa
126、rch 31,2024March 31,2023March 31,2024March 31,2023 U.S.Intl U.S.Intl U.S.Intl U.S.Intl(in millions)Components of net periodic benefitcost:Service costs$0.1$0.1$0.2Interest cost on projected benefitobligation 2.510.92.411.94.921.64.923.4Expected return on plan assets(1.4)(14.2)(1.4)(15.1)(2.8)(28.3)(
127、2.9)(29.8)Amortization of net loss(gain)0.7(0.6)0.8(0.2)1.5(1.2)1.7(0.3)Net periodic benefit cost(credit)$1.8$(3.9)$1.8$(3.3)$3.6$(7.8)$3.7$(6.5)The total amounts of employer contributions paid for the six months ended March 31,2024 were$4.4 million for U.S.plans and$13.1 million for non-U.S.plans.T
128、he expected remaining scheduled annual employer contributions for the fiscal year ending September30,2024 are$8.5 million for U.S.plans and$12.6 million for non-U.S.plans.7.DebtDebt consisted of the following:March 31,September 30,2024 2023(in millions)Credit Agreement$1,105.1$1,119.82027 Senior Not
129、es997.3997.3Other debt 103.5100.2Total debt 2,205.92,217.3Less:Current portion of debt and short-term borrowings(91.5)(89.5)Less:Unamortized debt issuance costs(12.0)(14.4)Long-term debt$2,102.4$2,113.4The following table presents,in millions,scheduled maturities of the Companys debt as of March 31,
130、2024:Fiscal Year 2024(six months remaining)$63.3202554.42026417.320271,013.72028657.2Total$2,205.9Table of Contents15Credit AgreementOn February 8,2021,the Company entered into the 2021 Refinancing Amendment to Credit Agreement(as amended,modifiedor otherwise supplemented,the“Credit Agreement”),purs
131、uant to which the Company amended and restated its Syndicated FacilityAgreement,dated as of October 17,2014(as amended prior to February 8,2021,the“Original Credit Agreement”),between theCompany,as borrower,Bank of America,N.A.,as administrative agent,and other parties thereto.At the time of amendme
132、nt,the CreditAgreement consisted of a$1,150,000,000 revolving credit facility(the“Original Revolving Credit Facility”)and a$246,968,737.50 termloan A facility(the“Original Term A Facility,”),each of which would have matured on February 8,2026.The proceeds of the OriginalRevolving Credit Facility and
133、 the Original Term A Loan facility borrowed on February 8,2021 were used to refinance the existingrevolving credit facility and the existing term loan facility under the Original Credit Agreement and to pay related fees and expenses.On April 13,2021,the Company entered into Amendment No.10 to Credit
134、 Agreement,pursuant to which the lendersthereunder provided a secured term B credit facility(the“Original Term B Facility,”and together with the Original Term A Facility andOriginal Revolving Credit Facility,the“Original Credit Facilities”)to the Company in an aggregate principal amount of$700,000,0
135、00.The Original Term B Facility would have matured on April 13,2028.The proceeds of the Original Term B Facility were used to fund thepurchase price,fees and expenses in connection with the Companys cash tender offer to purchase up to$700,000,000 aggregatepurchase price(not including any accrued and
136、 unpaid interest)of its outstanding 5.875%Senior Notes due 2024.On June 25,2021,the Company entered into Amendment No.11 to Credit Agreement,pursuant to which lenders thereunderprovided the Company an additional$215,000,000 in aggregate principal amount under the Original Term A Facility.The Company
137、 usedthe net proceeds from the increase in the Original Term A Facility(together with cash on hand),to(i)redeem all of the Companysremaining 5.875%Senior Notes due 2024 and(ii)pay fees and expenses related to such redemption.On May 23,2023,the Company entered into Amendment No.12 to Credit Agreement
138、,pursuant to which LIBOR as abenchmark rate of interest was replaced by,in the case of U.S.dollar-denominated loans,a secured overnight financing rate subject to aspread adjustment,and,in the case of loans denominated in other currencies,other customary successor rates,subject in certain cases to as
139、pread adjustment.On May 23,2023,the Company entered into Amendment No.13 to Credit Agreement,pursuant to which the spreadadjustments with respect to the Original Revolving Credit Facility and the Original Term A Facility were amended.On April 19,2024,the Company entered into Amendment No.14 to Syndi
140、cated Facility Agreement,pursuant to which theCompany obtained a new$1,500,000,000 revolving credit facility(the“New Revolving Credit Facility”),a new$750,000,000 term loanA facility(the“New Term A Facility”and,together with the New Revolving Credit Facility,the“New Pro Rata Facilities”)and a new$70
141、0,000,000 term loan B facility(the“New Term B Facility”and,together with the New Pro Rata Facilities,the“New CreditFacilities”).The New Revolving Credit Facility and the New Term A Facility mature on April 19,2029.The New Term B Facilitymatures on April 19,2031.The New Term A Facility and the New Te
142、rm B Facility were borrowed in full on April 19,2024 in U.S.dollars.Loans under the New Revolving Credit Facility may be borrowed,and letters of credit thereunder may be issued,in U.S.dollarsor in certain foreign currencies.The New Credit Facilities replace in full the Original Revolving Credit Faci
143、lity,the Original Term AFacility and the Original Term B Facility,and borrowings under the New Credit Facilities were used to refinance in full the OriginalCredit Facilities and for general corporate purposes.The Credit Agreement permits the Company to designate certain of its subsidiariesas additio
144、nal co-borrowers from time to time.Currently,there are no co-borrowers under the New Credit Facilities.Borrowings under(a)the New Revolving Credit Facility(in U.S.dollars)and the New Term A Facility will bear interest at arate per annum equal to,at the Companys option,(i)a Term SOFR rate(with a 0%fl
145、oor and SOFR adjustment of 0.10%)or(ii)a baserate(with a 0%floor),in each case,plus an applicable margin of 1.25%in the case of the Term SOFR rate and 0.25%in the case of thebase rate,and(b)the New Revolving Credit Facility in currencies other U.S.dollars will bear interest at a rate per annum equal
146、 to theapplicable reference rate for such currency(including any related adjustments),plus an applicable margin of 1.25%.The applicablemargin is subject,in each case,to adjustment based on the Companys consolidated leverage ratio from time to time.Borrowings under the New Term B Facility will bear i
147、nterest at a rate per annum equal to,at the Companys option,(a)a TermSOFR rate(with a 0%floor and a SOFR adjustment of 0%)or(b)a base rate(with a 0%floor),in each case,plus an applicable marginof 1.875%in the case of the Term SOFR rate and 0.875%in the case of the base rate.Certain of the Companys m
148、aterial subsidiaries(the“Guarantors”)have guaranteed the Companys obligations of the borrowersunder the Credit Agreement,subject to certain exceptions.The borrowers obligations under the Credit Agreement are secured by a lienon substantially all of the Companys assets and its Guarantors assets,subje
149、ct to certain exceptions.Table of Contents16The Credit Agreement contains customary negative covenants that include,among other things,limitations on the ability of theCompany and certain of its subsidiaries,subject to certain exceptions,to incur liens and debt,make investments,dispositions,andrestr
150、icted payments,change the nature of their business,consummate mergers,consolidations and the sale of all or substantially all oftheir respective assets and transact with affiliates.The Company is also required to maintain a consolidated leverage ratio of less than orequal to 4.00 to 1.00(subject to
151、certain adjustments in connection with permitted acquisitions),tested on a quarterly basis(the“FinancialCovenants”).The Financial Covenants do not apply to the New Term B Facility.As of March 31,2024,the Company was in compliancewith the covenants of the Credit Agreement.The Credit Agreement contain
152、s customary affirmative covenants,including,among other things,compliance with applicablelaw,preservation of existence,maintenance of properties and of insurance,and keeping proper books and records.The Credit Agreementcontains customary events of default,including,among other things,nonpayment of p
153、rincipal,interest or fees,cross-defaults to otherdebt,inaccuracies of representations and warranties,failure to perform covenants,events of bankruptcy and insolvency,change ofcontrol and unsatisfied judgments,subject in certain cases to notice and cure periods and other exceptions.At March 31,2024 a
154、nd September 30,2023,letters of credit totaled$4.4 million and$4.4 million,respectively,under theCompanys Original Revolving Credit Facility.As of March 31,2024 and September 30,2023,the Company had$1,145.6 million and$1,145.6 million,respectively,available under its Original Revolving Credit Facili
155、ty.2027 Senior NotesOn February 21,2017,the Company completed a private placement offering of$1,000,000,000 aggregate principal amount ofits unsecured 5.125%Senior Notes due 2027(the“2027 Senior Notes”).On June 30,2017,the Company completed an exchange offer toexchange the unregistered 2027 Senior N
156、otes for registered notes,as well as related guarantees.As of March 31,2024,the estimated fair value of the 2027 Senior Notes was approximately$977.3 million.The fair value ofthe 2027 Senior Notes as of March 31,2024 was derived by taking the mid-point of the trading prices from an observable market
157、 input(Level 2)in the secondary bond market and multiplying it by the outstanding balance of the 2027 Senior Notes.Interest is payable on the2027 Senior Notes at a rate of 5.125%per annum.Interest on the 2027 Senior Notes is payable semi-annually on March 15 andSeptember 15 of each year,commencing o
158、n September 15,2017.The 2027 Senior Notes will mature on March 15,2027.At any time and from time to time prior to December 15,2026,the Company may redeem all or part of the 2027 Senior Notes,at a redemption price equal to 100%of their principal amount,plus a“make whole”premium as of the redemption d
159、ate,and accrued andunpaid interest to the redemption date.On or after December 15,2026,the Company may redeem all or part of the 2027 Senior Notes ata redemption price equal to 100%of their principal amount,plus accrued and unpaid interest on the redemption date.The indenture pursuant to which the 2
160、027 Senior Notes were issued contains customary events of default,including,amongother things,payment default,exchange default,failure to provide notices thereunder and provisions related to bankruptcy events.Theindenture also contains customary negative covenants.The Company was in compliance with
161、the covenants relating to the 2027 Senior Notes as of March 31,2024.Other Debt and Other ItemsOther debt consists primarily of obligations under capital leases and loans,and unsecured credit facilities.The Companysunsecured credit facilities are primarily used for standby letters of credit issued in
162、 connection with general and professional liabilityinsurance programs and for contract performance guarantees.At March 31,2024 and September 30,2023,these outstanding standbyletters of credit totaled$895.3 million and$878.9 million,respectively.As of March 31,2024,the Company had$418.9 millionavaila
163、ble under these unsecured credit facilities.Effective Interest RateThe Companys average effective interest rate on its total debt,including the effects of the interest rate swap and interest ratecap agreements,during the six months ended March 31,2024 and 2023 was 5.5%and 5.2%,respectively.Table of
164、Contents17Interest expense in the consolidated statements of operations included amortization of deferred debt issuance costs for the threeand six months ended March 31,2024 of$1.2 million and$2.4 million,respectively,and for the three and six months ended March 31,2023 of$1.2 million and$2.4 millio
165、n,respectively.8.Derivative Financial Instruments and Fair Value MeasurementsThe Company uses interest rate derivative contracts to hedge interest rate exposures on the Companys variable rate debt.TheCompany enters into foreign currency derivative contracts with financial institutions to reduce the
166、risk that its cash flows and earningswill be adversely affected by foreign currency exchange rate fluctuations.The Companys hedging program is not designated for tradingor speculative purposes.The Company recognizes derivative instruments as either assets or liabilities on the accompanying consolida
167、ted balance sheetsat fair value.The Company records changes in the fair value(i.e.,gains or losses)of the derivatives that have been designated asaccounting hedges in the accompanying consolidated statements of operations as cost of revenue,interest expense or to accumulatedother comprehensive loss
168、in the accompanying consolidated balance sheets.Cash Flow HedgesThe Company uses interest rate swap and interest rate cap agreements designated as cash flow hedges to limit exposure tovariable interest rates on portions of the Companys debt.The Company initially reports any gain on the effective por
169、tion of a cash flowhedge as a component of accumulated other comprehensive loss.Depending on the type of cash flow hedge,the gain is subsequentlyreclassified against interest expense when the interest expense on the variable rate debt is recognized.If the hedged transaction becomesprobable of not oc
170、curring,any gain or loss related to interest rate swap or interest rate cap agreements would be recognized in otherincome.During the third quarter of fiscal 2023,the hedged debt index was changed from LIBOR to SOFR.The notional principal,fixedrates and related effective and expiration dates of the C
171、ompanys outstanding interest rate swap agreements were as follows:March 31,2024Notional AmountNotional AmountFixedEffectiveExpirationCurrency (in millions)Rate Date DateUSD400.01.283%February 2023March 2028September 30,2023Notional AmountNotional AmountFixedEffectiveExpirationCurrency (in millions)R
172、ate Date DateUSD400.0 1.283%February 2023March 2028In the fourth quarter of fiscal 2021,the Company entered into new interest rate swap agreements with a notional value of$400.0million to manage the interest rate exposure of its variable rate loans.The new swaps became effective February 2023 and te
173、rminate inMarch 2028.By entering into the swap agreements,the Company converted a portion of the SOFR rate-based liability into a fixed rateliability.The Company will pay a fixed rate of 1.283%and receive payment at the prevailing one-month SOFR.Table of Contents18In the third quarter of fiscal 2022
174、,the Company purchased interest rate cap agreements with a notional value of$300.0 millionto manage interest rate exposure of its variable rate loans.The caps became effective on June 30,2022 and terminate in March 2028.Thecaps reduce the Companys exposure to one-month SOFR.In the event one-month SO
175、FR exceeds 3.465%,the Company will receive thespread between prevailing one-month SOFR and 3.465%.Other Foreign Currency Forward ContractsThe Company uses foreign currency forward contracts which are not designated as accounting hedges to hedge intercompanytransactions and other monetary assets or l
176、iabilities denominated in currencies other than the functional currency of a subsidiary.Gainsand losses on these contracts were not material for the six months ended March 31,2024 and 2023.Fair Value MeasurementsThe Companys non-pension financial assets and liabilities recorded at fair value relate
177、to the interest rate swap and interest ratecap agreements included in other current assets,other non-current assets,and other non-current liabilities on March 31,2024 were$15.2million,$27.1 million and$0.6 million,respectively.The fair values of the interest rate swap and interest rate cap agreement
178、s included inother current assets and other non-current assets on September 30,2023 were$17.2 million and$37.5 million,respectively.The fairvalues of the interest rate swap and interest rate cap agreements were derived by taking the net present value of the expected cash flowsusing observable market
179、 inputs(Level 2)such as SOFR rate curves,futures,volatilities and basis spreads(when applicable).See Note 14 for accumulated balances and reporting period activities of derivatives related to reclassifications out ofaccumulated other comprehensive loss for the six months ended March 31,2024 and 2023
180、.Additionally,there were no material lossesrecognized in income due to amounts excluded from effectiveness testing from the Companys interest rate swap and interest rate capagreements.9.Share-based PaymentsThe Company grants stock units to employees under its Performance Earnings Program(PEP),whereb
181、y units are earned andissued dependent upon meeting established cumulative performance objectives and vest over a three-year service period.Additionally,the Company issues restricted stock units to employees which are earned based on service conditions.The grant date fair value of PEPawards and rest
182、ricted stock unit awards is primarily based on that days closing market price of the Companys common stock.Restricted stock units and PEP units activity for the six months ended March 31 was as follows:2024 2023 Weighted Weighted Weighted WeightedAverage Average Average Average Restricted Grant-Date
183、Grant-DateRestrictedGrant-DateGrant-DateStock UnitsFair ValuePEP UnitsFair Value Stock UnitsFair ValuePEP UnitsFair Value(in millions)(in millions)(in millions)(in millions)Outstanding at September 30,0.8$68.340.7$75.541.0$53.050.7$60.60Granted0.3$92.320.2$104.820.3$83.640.2$94.65PEP units earned$0.
184、2$52.49$0.2$43.19Vested(0.3)$49.99(0.4)$52.49(0.4)$44.95(0.4)$43.19Outstanding at March 31,0.8$83.900.7$95.370.9$65.750.7$75.53Total compensation expense related to these share-based payments including stock options was$30.6 million and$24.6 millionduring the six months ended March 31,2024 and 2023,
185、respectively.Unrecognized compensation expense related to total share-basedpayments outstanding as of March 31,2024 and September 30,2023 was$78.7 million and$48.3 million,respectively,to be recognizedon a straight-line basis over the awards respective vesting periods which are generally three years
186、.Table of Contents1910.Income TaxesThe Companys effective tax rate was 23.4%and 23.1%for the six months ended March 31,2024 and 2023,respectively.Themost significant items contributing to the difference between the statutory U.S.federal corporate tax rate of 21.0%and the Companyseffective tax rate f
187、or the six-month period ended March 31,2024 were a tax benefit of$29.4 million related to income tax credits andincentives,tax expense of$26.2 million related to foreign residual income,tax expense of$12.3 million related to state income taxes,atax benefit of$6.9 million related to an audit settleme
188、nt,and tax expense of$6.6 million related to changes in valuation allowances.Allthese items,except for the audit settlement,are expected to have a continuing impact on the effective tax rate for the remainder of thefiscal year.The most significant items contributing to the difference between the sta
189、tutory U.S.federal corporate tax rate of 21.0%and theCompanys effective tax rate for the six-month period ended March 31,2023 were a tax benefit of$23.6 million related to income taxcredits and incentives,tax expense of$19.1 million related to foreign residual income,and tax expense of$9.0 million r
190、elated to stateincome taxes.During the first quarter of fiscal 2024,the Company settled its tax audit in Hong Kong for fiscal year 2011 through fiscal year2021 and recorded a tax benefit of$6.9 million due primarily to changes in uncertain tax positions.The Company is utilizing the annual effective
191、tax rate method under ASC 740 to compute its interim tax provision.TheCompanys effective tax rate fluctuates from quarter to quarter due to various factors including the change in the mix of global incomeand expenses,outcomes of administrative audits,changes in the assessment of valuation allowances
192、 due to managements considerationof new positive or negative evidence during the quarter,and changes in enacted tax laws.The U.S.and many international legislative andregulatory bodies have proposed legislation that could significantly impact how our business activities are taxed.These proposedchang
193、es could have a material impact on the Companys income tax expense and deferred tax balances.The Company is currently under tax audit in several jurisdictions including the U.S.where its federal income tax returns forfiscal 2017 through 2020 are being examined by the IRS.Disputes can arise with tax
194、authorities involving issues related to the timing ofdeductions,the calculation and use of credits,and the taxation of income in various tax jurisdictions because of differing interpretationsor application of tax laws,regulations,and relevant facts.The IRS is currently auditing certain tax credits a
195、nd the methodology forcalculating the credits.While the Company has reserves for uncertain tax positions and has historically been able to sustain the credits inprevious audit cycles without adjustment,the Company believes its reasonably possible there could be an adjustment to the liability forunce
196、rtain tax positions within the next twelve months related to this issue.However,given the early stages of the audit of these credits,the Company is not able to reasonably estimate the range of potential outcomes.Generally,the Company does not provide for U.S.taxes or foreign withholding taxes on gro
197、ss book-tax differences in its non-U.S.subsidiaries because such basis differences of approximately$1.3 billion are able to and intended to be reinvested indefinitely.Ifthese basis differences were distributed,foreign tax credits could become available under current law to partially or fully reduce
198、theresulting U.S.income tax liability.There may also be additional U.S.or foreign income tax liability upon repatriation,although thecalculation of such additional taxes is not practicable.11.Earnings Per ShareBasic earnings per share(EPS)excludes dilution and is computed by dividing net income attr
199、ibutable to AECOM by theweighted average number of common shares outstanding for the period.Diluted EPS is computed by dividing net income attributable toAECOM by the weighted average number of common shares outstanding and potential common shares for the period.The Companyincludes as potential comm
200、on shares the weighted average dilutive effects of equity awards using the treasury stock method.For thethree and six months ended March 31,2024 and 2023,equity awards excluded from the calculation of potential common shares were notsignificant.Table of Contents20The following table sets forth a rec
201、onciliation of the denominators for basic and diluted earnings per share:Three Months EndedSix Months EndedMarch 31,March 31,March 31,March 31,2024 2023 2024 2023(in millions)Denominator for basic earnings per share136.0138.9136.0138.8Potential common shares0.71.40.91.7Denominator for diluted earnin
202、gs per share136.7140.3136.9140.512.LeasesThe Company and its subsidiaries are lessees in non-cancelable leasing agreements for office buildings and equipment.Substantially all of the Companys office building leases are operating leases,and its equipment leases are both operating and financeleases.Th
203、e Company groups lease and non-lease components for its equipment leases into a single lease component but separates leaseand non-lease components for its office building leases.The Company recognizes a right-of-use asset and lease liability for its operating leases at the commencement date equal to
204、 thepresent value of the contractual minimum lease payments over the lease term.The present value is calculated using the rate implicit inthe lease,if known,or the Companys incremental secured borrowing rate.The discount rate used for operating leases is primarilydetermined based on an analysis of t
205、he Companys incremental secured borrowing rate,while the discount rate used for finance leases isprimarily determined by the rate specified in the lease.The related lease payments are expensed on a straight-line basis over the lease term,including,as applicable,any free-rentperiod during which the C
206、ompany has the right to use the asset.For leases with renewal options where the renewal is reasonably assured,the lease term,including the renewal period,is used to determine the appropriate lease classification and to compute periodic rentalexpense.Leases with initial terms shorter than 12 months a
207、re not recognized on the balance sheet,and lease expense is recognized on astraight-line basis.The components of lease expenses are as follows:Three Months EndedSix Months Ended March 31,2024 March 31,2023 March 31,2024 March 31,2023(in millions)Operating lease cost$37.7$41.6$75.1$83.1Finance lease
208、cost:Amortization of right-of-use assets 7.35.714.110.8Interest on lease liabilities 0.70.61.51.2Variable lease cost 8.68.617.516.5Total lease cost$54.3$56.5$108.2$111.6Table of Contents21Additional balance sheet information related to leases is as follows:As ofAs of(in millions except as noted)Bala
209、nce Sheet Classification March 31,2024 September 30,2023Assets:Operating lease assets Operating lease right-of-use assets$422.9$447.0Finance lease assets Property and equipment net69.164.8Total lease assets$492.0$511.8Liabilities:Current:Operating lease liabilities Accrued expenses and other current
210、 liabilities$142.0$139.8Finance lease liabilities Current portion of long-term debt27.325.0Total current lease liabilities 169.3164.8Non-current:Operating lease liabilities Operating lease liabilities,noncurrent507.5548.9Finance lease liabilities Long-term debt41.339.8Total non-current lease liabili
211、ties$548.8$588.7As ofAs of March 31,2024 September 30,2023Weighted average remaining lease term(in years):Operating leases 6.26.4Finance leases 2.82.9Weighted average discount rates:Operating leases 5.0%4.3%Finance leases 4.3%4.1%Additional cash flow information related to leases is as follows:Six M
212、onths EndedMarch 31,March 31,2024 2023(in millions)Cash paid for amounts included in the measurement of lease liabilities:Operating cash flows from operating leases$92.7$94.8Operating cash flows from finance leases1.61.2Financing cash flows from finance leases15.111.3Right-of-use assets obtained in
213、exchange for new operating leases38.066.4Right-of-use assets obtained in exchange for new finance leases17.919.6Table of Contents22Total remaining lease payments under both the Companys operating and finance leases are as follows:Operating Leases Finance LeasesFiscal Year(in millions)2024(six months
214、 remaining)$89.3$15.52025 152.426.62026 121.319.42027 92.210.4202879.91.3Thereafter 223.5Total lease payments$758.6$73.2Less:Amounts representing interest$(109.1)$(4.6)Total lease liabilities$649.5$68.613.Other Financial InformationAccrued expenses and other current liabilities consist of the follow
215、ing:March 31,September 30,20242023(in millions)Accrued salaries and benefits$569.6$599.8Accrued contract costs 1,416.71,340.4Other accrued expenses 398.9347.3Total$2,385.2$2,287.5Accrued contract costs above include balances related to professional liability accruals of$793.8 million and$809.6 milli
216、on asof March 31,2024 and September 30,2023,respectively.The remaining accrued contract costs primarily relate to costs for servicesprovided by subcontractors and other non-employees.Liabilities recorded related to accrued contract losses were not material as ofMarch 31,2024 and September 30,2023.Th
217、e Company did not have material revisions to estimates for contracts where revenue isrecognized using the input method during the six months ended March 31,2024 and 2023.During the first half of fiscal 2024,theCompany incurred restructuring expenses of$51.6 million,including personnel and other cost
218、s of$38.6 million and real estate costs of$13.0 million,of which$7.3 million was accrued and unpaid at March 31,2024.During the first half of fiscal 2023,the Companyincurred restructuring expenses of$41.4 million,including personnel and other costs of$39.0 million and real estate costs of$2.4million
219、,of which$30.7 million was accrued and unpaid at March 31,2023.On March 21,2024,the Companys Board of Directors declared a quarterly cash dividend of$0.22 per share,which is payableon May 10,2024 to stockholders of record as of April 24,2024.As of March 31,2024,accrued and unpaid dividends totaled$3
220、2.1million and were classified within other accrued expenses on the consolidated balance sheet.Table of Contents2314.Reclassifications out of Accumulated Other Comprehensive LossThe accumulated balances and reporting period activities for the three and six months ended March 31,2024 and 2023 related
221、 toreclassifications out of accumulated other comprehensive loss are summarized as follows(in millions):ForeignAccumulatedPensionCurrencyGain/(Loss)onOther Related Translation Derivative Comprehensive Adjustments Adjustments Instruments LossBalances at December 31,2023$(235.0)$(679.7)$24.9$(889.8)Ot
222、her comprehensive income(loss)before reclassification 1.9(27.0)8.3(16.8)Amounts reclassified from accumulated othercomprehensive loss 0.1(3.5)(3.4)Balances at March 31,2024$(233.0)$(706.7)$29.7$(910.0)Foreign AccumulatedPensionCurrencyGain/(Loss)onOtherRelatedTranslationDerivativeComprehensive Adjus
223、tments Adjustments Instruments LossBalances at December 31,2022$(232.1)$(721.4)$35.1$(918.4)Other comprehensive(loss)income before reclassification(4.2)8.5(5.6)(1.3)Amounts reclassified from accumulated othercomprehensive income(loss)0.5(1.9)(1.4)Balances at March 31,2023$(235.8)$(712.9)$27.6$(921.1
224、)ForeignAccumulatedPensionCurrencyGain/(Loss)onOtherRelatedTranslationDerivativeComprehensive Adjustments Adjustments Instruments LossBalances at September 30,2023$(226.0)$(739.7)$39.1$(926.6)Other comprehensive(loss)income before reclassification(7.2)33.0(2.3)23.5Amounts reclassified from accumulat
225、ed othercomprehensive loss0.2(7.1)(6.9)Balances at March 31,2024$(233.0)$(706.7)$29.7$(910.0)ForeignAccumulatedPensionCurrencyGain/(Loss)onOtherRelatedTranslationDerivativeComprehensive Adjustments Adjustments Instruments LossBalances at September 30,2022$(217.3)$(799.3)$36.9$(979.7)Other comprehens
226、ive(loss)income before reclassification(19.6)86.4(7.4)59.4Amounts reclassified from accumulated other comprehensive income(loss)1.1(1.9)(0.8)Balances at March 31,2023$(235.8)$(712.9)$27.6$(921.1)15.Commitments and ContingenciesThe Company records amounts representing its probable estimated liabiliti
227、es relating to claims,guarantees,litigation,audits andinvestigations.The Company relies in part on qualified actuaries to assist it in determining the level of reserves to establish forinsurance-related claims that are known and have been asserted against it,and for insurance-related claims that are
228、 believed to have beenincurred based on actuarial analysis,but have not yet been reported to the Companys claims administrators as of the respective balancesheet dates.The Company includes any adjustments to such insurance reserves in its consolidated results of operations.The Companysreasonably pos
229、sible loss disclosures are presented on a gross basis prior to the consideration of insurance recoveries.The Company doesnot record gain contingencies until they are realized.In the ordinary course of business,the Company may not be aware that it or itsaffiliates are under investigation and may not
230、be aware of whether or not a known investigation has been concluded.Table of Contents24In the ordinary course of business,the Company may enter into various arrangements providing financial or performanceassurance to clients,lenders,or partners.Such arrangements include standby letters of credit,sur
231、ety bonds,and corporate guarantees tosupport the creditworthiness or the project execution commitments of its affiliates,partnerships and joint ventures.The Companysunsecured credit arrangements are used for standby letters of credit issued in connection with general and professional liability insur
232、anceprograms and for contract performance guarantees.At March 31,2024 and September 30,2023,these outstanding standby letters ofcredit totaled$895.3 million and$878.9 million,respectively.As of March 31,2024,the Company had$418.9 million available underthese unsecured credit facilities.Performance a
233、rrangements typically have various expiration dates ranging from the completion of theproject contract and extending beyond contract completion in some circumstances such as for warranties.The Company may alsoguarantee that a project,when complete,will achieve specified performance standards.If the
234、project subsequently fails to meetguaranteed performance standards,the Company may incur additional costs,pay liquidated damages or be held responsible for the costsincurred by the client to achieve the required performance standards.The potential payment amount of an outstanding performancearrangem
235、ent is typically the remaining cost of work to be performed by or on behalf of third parties.Generally,under joint venturearrangements,if a partner is financially unable to complete its share of the contract,the other partner(s)may be required to completethose activities.At March 31,2024,the Company
236、 was contingently liable in the amount of approximately$899.7 million in issued standbyletters of credit and$4.7 billion in issued surety bonds primarily to support project execution.In the ordinary course of business,the Company enters into various agreements providing financial or performance assu
237、rancesto clients on behalf of certain unconsolidated partnerships,joint ventures and other jointly executed contracts.These agreements areentered into primarily to support the project execution commitments of these entities.The Companys investment adviser jointly manages and sponsors the AECOM-Canyo
238、n Equity Fund,L.P.(the“Fund”),inwhich the Company indirectly holds an equity interest and has an ongoing capital commitment to fund investments.At March 31,2024,the Company has capital commitments of$7.1 million to the Fund over the next 5 years.In addition,in connection with the investment activiti
239、es of AECOM Capital,the Company provides guarantees of certaincontractual obligations,including guarantees for completion of projects,repayment of debt,environmental indemnity obligations andother lender required guarantees.In February 2024,the Company was informed of a potential liability as one of
240、 the indemnitors on a divested business suretybonds.The Company does not have sufficient information to determine the range of potential impacts,however,it is reasonably possiblethat the Company may incur additional costs related to these bonds.Department of Energy Deactivation,Demolition,and Remova
241、l ProjectA former affiliate of the Company,Amentum Environment&Energy,Inc.,f/k/a AECOM Energy and Construction,Inc.(“Former Affiliate”),executed a cost-reimbursable task order with the Department of Energy(DOE)in 2007 to provide deactivation,demolition and removal services at a New York State projec
242、t site that,during 2010,experienced contamination and performance issues.In February 2011,the Former Affiliate and the DOE executed a Task Order Modification that changed some cost-reimbursable contractprovisions to at-risk.The Task Order Modification,including subsequent amendments,required the DOE
243、 to pay all project costs up to$106 million,required the Former Affiliate and the DOE to equally share in all project costs incurred from$106 million to$146 million,and required the Former Affiliate to pay all project costs exceeding$146 million.Due to unanticipated requirements and permitting delay
244、s by federal and state agencies,as well as delays and related groundstabilization activities caused by Hurricane Irene in 2011,the Former Affiliate was required to perform work outside the scope of theTask Order Modification.In December 2014,the Former Affiliate submitted an initial set of claims ag
245、ainst the DOE pursuant to theContracts Disputes Acts seeking recovery of$103 million,including additional fees on changed work scope(the“2014 Claims”).OnDecember 6,2019,the Former Affiliate submitted a second set of claims against the DOE seeking recovery of an additional$60.4million,including addit
246、ional project costs and delays outside the scope of the contract as a result of differing site and ground conditions(the“2019 Claims”).The Former Affiliate also submitted three alternative breach of contract claims to the 2014 and 2019 Claims thatmay entitle the Former Affiliate to recovery of$148.5
247、 million to$329.4 million.On December 30,2019,the DOE denied the FormerAffiliates 2014 Claims.On September 25,2020,the DOE denied the Former Affiliates 2019 Claims.The Company filed an appeal ofthese decisions on December 20,2020 in the Court of Federal Claims.Deconstruction,decommissioning and site
248、 restoration activitiesare complete.Table of Contents25On January 31,2020,the Company completed the sale of its Management Services business,including the Former Affiliate whoworked on the DOE project,to Maverick Purchaser Sub LLC(MS Purchaser),an affiliate of American Securities LLC and LindsayGold
249、berg LLC.The Company and the MS Purchaser agreed that all future DOE project claim recoveries and costs will be split 10%tothe MS Purchaser and 90%to the Company with the Company retaining control of all future strategic legal decisions.The Company intends to vigorously pursue all claimed amounts bu
250、t can provide no certainty that the Company will recover2014 Claims and 2019 Claims submitted against the DOE,or any additional incurred claims or costs,which could have a materialadverse effect on the Companys results of operations.Refinery Turnaround ProjectA Former Affiliate of the Company entere
251、d into an agreement to perform turnaround maintenance services during a plannedshutdown at a refinery in Montana in December 2017.The turnaround project was completed in February 2019.Due to circumstancesoutside of the Companys Former Affiliates control,including client directed changes and delays a
252、nd the refinerys condition,theCompanys Former Affiliate performed additional work outside of the original contract of over$90 million and is entitled to paymentfrom the refinery owner of approximately$144 million.In March 2019,the refinery owner sent a letter to the Companys FormerAffiliate alleging
253、 it incurred approximately$79 million in damages due to the Companys Former Affiliates project performance.InApril 2019,the Companys Former Affiliate filed and perfected a$132 million construction lien against the refinery for unpaid labor andmaterials costs.In August 2019,following a subcontractor
254、complaint filed in the Thirteenth Judicial District Court of Montana assertingclaims against the refinery owner and the Companys Former Affiliate,the refinery owner crossclaimed against the Companys FormerAffiliate and the subcontractor.In October 2019,following the subcontractors dismissal of its c
255、laims,the Companys Former Affiliateremoved the matter to federal court and cross claimed against the refinery owner.In December 2019,the refinery owner claimed$93.0million in damages and offsets against the Companys Former Affiliate.On January 31,2020,the Company completed the sale of its Management
256、 Services business,including the Former Affiliate,tothe MS Purchaser;however,the Refinery Turnaround Project,including related claims and liabilities,has been retained by the Company.Trial is expected to begin in the second quarter of fiscal year 2025.The Company intends to vigorously prosecute and
257、defend this matter;however,the Company cannot provide assurance that theCompany will be successful in these efforts.The resolution of this matter and any potential range of loss cannot be reasonablydetermined or estimated at this time,primarily because the matter raises complex legal issues that the
258、 Company is continuing to assess.16.Reportable SegmentsThe Company manages its operations under three reportable segments according to their geographic regions and businessactivities.The Americas segment provides planning,consulting,architectural and engineering design services,and constructionmanag
259、ement services to public and private clients in the United States,Canada,and Latin America,while the International segmentprovides similar professional services to public and private clients in Europe,the Middle East,India,Africa,and the Asia-Australia-Pacific regions.The Companys AECOM Capital(ACAP
260、)segment primarily invests in and develops real estate projects.Although the services provided are similar,these reportable segments are organized by the differing specialized needs of therespective clients,and how the Company manages its business.The Company has aggregated operating segments into i
261、ts Americas andInternational reportable segments based on their similar characteristics,including similar long term financial performance,the nature ofservices provided,internal processes for delivering those services,and types of customers.Table of Contents26The following tables set forth summarize
262、d financial information concerning the Companys reportable segments:AECOMReportable Segments:Americas International Capital Corporate Total($in millions)Three Months Ended March 31,2024:Revenue$3,038.6$904.8$0.5$3,943.9Gross profit184.476.20.5261.1Equity in earnings of joint ventures4.85.09.719.5Gen
263、eral and administrative expenses(9.7)(35.0)(44.7)Restructuring costs(35.4)(35.4)Operating income189.281.20.5(70.4)200.5Gross profit as a%of revenue 6.1%8.4%6.6%Three Months Ended March 31,2023:Revenue$2,630.2$859.8$0.1$3,490.1Gross profit173.354.70.1228.1Equity in earnings of joint ventures4.95.4(2.
264、8)7.5General and administrative expenses(2.9)(31.3)(34.2)Restructuring costs(3.9)(3.9)Operating income(loss)178.260.1(5.6)(35.2)197.5Gross profit as a%of revenue 6.6%6.4%6.5%Six Months Ended March 31,2024:Revenue$6,077.3$1,765.8$0.7$7,843.8Gross profit355.4149.00.7505.1Equity in earnings of joint ve
265、ntures8.49.3(27.2)(9.5)General and administrative expenses(12.1)(68.3)(80.4)Restructuring costs(51.6)(51.6)Operating income(loss)363.8158.3(38.6)(119.9)363.6Gross profit as a%of revenue5.8%8.4%6.4%Six Months Ended March 31,2023:Revenue$5,209.5$1,662.6$0.4$6,872.5Gross profit336.2106.50.4443.1Equity
266、in earnings of joint ventures5.88.72.817.3General and administrative expenses(5.6)(64.2)(69.8)Restructuring costs(41.4)(41.4)Operating income(loss)342.0115.2(2.4)(105.6)349.2Gross profit as a%of revenue 6.5%6.4%6.4%Reportable Segments:Total assetsMarch 31,2024$7,754.4$2,671.4$53.2$873.3September 30,
267、2023$7,433.1$2,536.2$64.5$1,104.4Table of Contents27Item 2.Managements Discussion And Analysis Of Financial Condition And Results Of OperationsForward-Looking StatementsThis Quarterly Report contains forward-looking statements within the meaning of the safe harbor provisions of the PrivateSecurities
268、 Litigation Reform Act of 1995 that are not limited to historical facts,but reflect the Companys current beliefs,expectations orintentions regarding future events.These statements include forward-looking statements with respect to the Company,including theCompanys business,operations and strategy,an
269、d infrastructure consulting industry.Statements that are not historical facts,withoutlimitation,including statements that use terms such as“anticipates,”“believes,”“expects,”“estimates,”“intends,”“may,”“plans,”“potential,”“projects,”and“will”and that relate to our future revenues,expenditures and bu
270、siness trends;future reduction of our self-perform at-risk construction exposure;future accounting estimates;future contractual performance obligations;future conversions ofbacklog;future capital allocation priorities,including common stock repurchases,future trade receivables,future debt pay downs;
271、futurepost-retirement expenses;future tax benefits and expenses,and the impact of future tax laws;future compliance with regulations;futurelegal claims and insurance coverage;future effectiveness of our disclosure and internal controls over financial reporting;future costssavings;and other future ec
272、onomic and industry conditions,are forward-looking statements.In light of the risks and uncertaintiesinherent in all forward-looking statements,the inclusion of such statements in this Quarterly Report should not be considered as arepresentation by us or any other person that our objectives or plans
273、 will be achieved.Although management believes that theassumptions underlying the forward-looking statements are reasonable,these assumptions and the forward-looking statements are subjectto various factors,risks and uncertainties,many of which are beyond our control,including,but not limited to,our
274、 business is cyclicaland vulnerable to economic downturns and client spending reductions;government shutdowns;long-term government contracts andsubject to uncertainties related to government contract appropriations;governmental agencies may modify,curtail or terminate ourcontracts;government contrac
275、ts are subject to audits and adjustments of contractual terms;losses under fixed-price contracts;limitedcontrol over operations run through our joint venture entities;liability for misconduct by our employees or consultants;failure to complywith laws or regulations applicable to our business;maintai
276、ning adequate surety and financial capacity;potential high leverage andinability to service our debt and guarantees;ability to continue payment of dividends;exposure to political and economic risks indifferent countries,including tariffs,geopolitical events,and conflicts;currency exchange rate and i
277、nterest fluctuations;retaining andrecruiting key technical and management personnel;legal claims;inadequate insurance coverage;environmental law compliance andinadequate nuclear indemnification;unexpected adjustments and cancellations related to our backlog;partners and third parties who mayfail to
278、satisfy their legal obligations;managing pension costs;AECOM Capitals real estate development;cybersecurity issues,IToutages and data privacy;risks associated with the benefits and costs of the sale of our Management Services and self-perform at-riskcivil infrastructure,power construction,and oil an
279、d gas businesses,including the risk that any purchase adjustments from thosetransactions could be unfavorable and any future proceeds owed to us as part of the transactions could be lower than we expect;as wellas other additional risks and factors discussed in this Quarterly Report on Form 10-Q and
280、any subsequent reports we file with the SEC.Accordingly,actual results could differ materially from those contemplated by any forward-looking statement.All subsequent written and oral forward-looking statements concerning the Company or other matters attributable to theCompany or any person acting o
281、n its behalf are expressly qualified in their entirety by the cautionary statements above.You arecautioned not to place undue reliance on these forward-looking statements,which speak only to the date they are made.The Company isunder no obligation(and expressly disclaims any such obligation)to updat
282、e or revise any forward-looking statement that may be madefrom time to time,whether as a result of new information,future developments or otherwise.Please review“Part II,Item 1ARiskFactors”in this Quarterly Report for a discussion of the factors,risks and uncertainties that could affect our future r
283、esults.OverviewWe are a leading global provider of professional infrastructure consulting services for governments,businesses andorganizations throughout the world.We provide advisory,planning,consulting,architectural and engineering design,construction andprogram management services,and investment
284、and development services to public and private clients worldwide in major end marketssuch as transportation,facilities,water,environmental,and energy.Our business focuses primarily on providing fee-based knowledge-based services.We primarily derive income from our abilityto generate revenue and coll
285、ect cash from our clients through the billing of our employees time spent on client projects and our ability tomanage our costs.AECOM Capital primarily derives its income from real estate development sales and management fees.Table of Contents28We report our continuing business through three segment
286、s,each of which is described in further detail below:Americas,International,and AECOM Capital.Such segments are organized by the differing specialized needs of the respective clients and how wemanage the business.We have aggregated operating segments into our Americas and International reportable se
287、gments based on theirsimilar characteristics,including similar long-term financial performance,the nature of services provided,internal processes fordelivering those services,and types of customers.Americas:Planning,consulting,architectural and engineering design,construction management and program
288、managementservices to public and private clients in the United States,Canada,and Latin America in major end markets such astransportation,water,government,facilities,environmental,and energy.International:Planning,consulting,architectural and engineering design services and program management to pub
289、lic andprivate clients in Europe,the Middle East,India,Africa and the Asia-Australia-Pacific regions in major end markets suchas transportation,water,government,facilities,environmental,and energy.AECOM Capital:Primarily invests in and develops real estate projects.Our revenue is dependent on our ab
290、ility to attract and retain qualified and productive employees,identify business opportunities,allocate our labor resources and capital to profitable and high growth markets,secure new contracts,and renew existing clientagreements.Demand for our services may be vulnerable to sudden economic downturn
291、s and reductions in government and privateindustry spending,which may result in clients delaying,curtailing or canceling proposed and existing projects.Moreover,as aprofessional services company,maintaining the high quality of the work generated by our employees is integral to our revenue generation
292、and profitability.Given the global nature of our business,our revenue is exposed to currency rate fluctuations that could change fromperiod to period and year to year.Our costs consist primarily of the compensation we pay to our employees,including salaries,fringe benefits,the costs of hiringsubcont
293、ractors,other project-related expenses and sales,general and administrative costs.In November 2023,the Board approved an increase in our stock repurchase authorization to$1.0 billion.At March 31,2024,wehave approximately$928.9 million remaining of the Boards repurchase authorization.We intend to dep
294、loy future available cash towardsdividends and stock repurchases consistent with our return driven capital allocation policy.We have exited substantially all of our self-perform at-risk construction businesses.As part of our ongoing plan to improveprofitability and maintain a reduced risk profile,we
295、 continuously evaluate our geographic exposure.Consistent with our focus on our professional services business,we previously announced that we initiated a process to explorestrategic options for the AECOM Capital business.Following the end of the second quarter of fiscal year 2024,we completed atran
296、saction that transitioned the AECOM Capital team to a new platform.The team will continue to support AECOM Capitalsinvestment vehicles in a manner consistent with their current obligations.We expect to incur restructuring costs of approximately$50 million to$70 million in fiscal 2024,primarily relat
297、ed to ongoingactions that are expected to deliver continued efficiencies and margin improvement.Our estimated restructuring costs include theongoing optimization of our office real estate portfolio and exit of certain countries in Southeast Asia,subject to applicable laws,as partof our ongoing plan
298、to evaluate our geographic exposure and reduce our risk profile.Table of Contents29Results of OperationsThree and six months ended March 31,2024 compared to the three and six months ended March 31,2023Consolidated ResultsThree Months EndedSix Months EndedMarch 31,March 31,ChangesMarch 31,March 31,Ch
299、anges 2024 2023$%2024 2023$%($in millions)Revenue$3,943.9$3,490.1$453.8 13.0%$7,843.8$6,872.5$971.3 14.1%Cost of revenue 3,682.8 3,262.0 420.8 12.9 7,338.7 6,429.4 909.3 14.1Gross profit 261.1 228.1 33.0 14.5 505.1 443.1 62.0 14.0Equity in earnings(losses)of joint ventures 19.5 7.5 12.0 160.0(9.5)17
300、.3(26.8)(154.9)General and administrative expenses(44.7)(34.2)(10.5)30.7(80.4)(69.8)(10.6)15.2Restructuring costs(35.4)(3.9)(31.5)807.7(51.6)(41.4)(10.2)24.6Income from operations 200.5 197.5 3.0 1.5 363.6 349.2 14.4 4.1Other income 2.6 2.5 0.1 4.0 5.2 4.6 0.6 13.0Interest income 15.4 9.8 5.6 57.1 2
301、7.5 15.6 11.9 76.3Interest expense(47.7)(42.4)(5.3)12.5(89.0)(79.1)(9.9)12.5Income from continuing operations before taxes 170.8 167.4 3.4 2.0 307.3 290.3 17.0 5.9Income tax expense for continuing operations 45.4 41.1 4.3 10.5 72.0 66.9 5.1 7.6Net income from continuing operations 125.4 126.3(0.9)(0
302、.7)235.3 223.4 11.9 5.3Net loss from discontinued operations(109.4)(41.8)(67.6)161.7(110.7)(42.2)(68.5)162.3Net income 16.0 84.5(68.5)(81.1)124.6 181.2(56.6)(31.2)Net income attributable to noncontrolling interests fromcontinuing operations(14.1)(8.1)(6.0)74.1(27.2)(17.7)(9.5)53.7Net(income)loss att
303、ributable to noncontrolling interests fromdiscontinued operations(0.9)0.3(1.2)(400.0)(2.0)1.1(3.1)(281.8)Net income attributable to noncontrolling interests(15.0)(7.8)(7.2)92.3(29.2)(16.6)(12.6)75.9Net income attributable to AECOM from continuing operations 111.3 118.2(6.9)(5.8)208.1 205.7 2.4 1.2Ne
304、t loss attributable to AECOM from discontinued operations(110.3)(41.5)(68.8)165.8(112.7)(41.1)(71.6)174.2Net income attributable to AECOM$1.0$76.7$(75.7)(98.7)%$95.4$164.6$(69.2)(42.0)%The following table presents the percentage relationship of statement of operations items to revenue:Three Months E
305、ndedSix Months Ended March 31,March 31,March 31,March 31,2024 2023 2024 2023 Revenue 100.0%100.0%100.0%100.0%Cost of revenue 93.4 93.5 93.6 93.6Gross profit 6.6 6.5 6.4 6.4Equity in earnings(losses)of joint ventures 0.5 0.2(0.1)0.3General and administrative expenses(1.1)(0.9)(1.0)(1.0)Restructuring
306、costs(0.9)(0.1)(0.7)(0.6)Income from operations 5.1 5.7 4.6 5.1Other income 0.1 0.1 0.1 0.1Interest income 0.4 0.3 0.4 0.2Interest expense(1.3)(1.3)(1.2)(1.2)Income from continuing operations before taxes 4.3 4.8 3.9 4.2Income tax expense for continuing operations 1.1 1.2 0.9 0.9Net income from cont
307、inuing operations 3.2 3.6 3.0 3.3Net loss from discontinued operations(2.8)(1.2)(1.4)(0.7)Net income 0.4 2.4 1.6 2.6Net income attributable to noncontrolling interests from continuing operations(0.4)(0.2)(0.3)(0.3)Net(income)loss attributable to noncontrolling interests from discontinuedoperations 0
308、.0 0.0(0.1)0.1Net income attributable to noncontrolling interests(0.4)(0.2)(0.4)(0.2)Net income attributable to AECOM from continuing operations 2.8 3.4 2.7 3.0Net loss attributable to AECOM from discontinued operations(2.8)(1.2)(1.5)(0.6)Net income attributable to AECOM0.0%2.2%1.2%2.4%Table of Cont
309、ents30RevenueOur revenue for the three months ended March 31,2024 increased$453.8 million,or 13.0%,to$3,943.9 million as compared to$3,490.1 million for the corresponding period last year.Our revenue for the six months ended March 31,2024 increased$971.3 million,or 14.1%,to$7,843.8 million as compar
310、ed to$6,872.5 million for the corresponding period last year.Revenue increased across most of our end markets as a result of increased investment in infrastructure,sustainability andresilience,and energy transition driven by large,publicly financed,global infrastructure programs including the Infras
311、tructure Investmentand Jobs Act in the U.S.and similar large programs in our largest end markets globally.Our Water end market has been benefiting fromincreased investment to address drought,flooding,and drinking water scarcity.Our Transportation end market has been benefitting fromincremental surfa
312、ce and transit investments across the globe,while our Environment end market has been benefiting from infrastructurethat requires permitting and compliance,as well as investments in new energy.Our Facilities end market has been benefiting frompositive trends in decarbonization and green design.The q
313、uantification of the impact of these trends by end market is noted within ourAmericas and International reportable segments discussion below,where applicable,and represents substantially all of our revenuechange.In the course of providing our services,we routinely subcontract for services and incur
314、other direct costs on behalf of ourclients.These costs are passed through to clients and,in accordance with industry practice and GAAP,are included in our revenue andcost of revenue.Because these pass-through revenues can change significantly from project to project and period to period,changes inre
315、venue may not be indicative of business trends.Pass-through revenues for the quarters ended March 31,2024 and 2023 were$2.1billion and$1.8 billion,respectively.Pass-through revenues for the six months ended March 31,2024 and 2023 were$4.3 billion and$3.6 billion,respectively.Pass-through revenue as
316、a percentage of revenue was 54%and 52%during the three months ended March 31,2024 and 2023,respectively.Pass-through revenue as a percentage of revenue was 55%and 52%during the six months ended March 31,2024 and 2023,respectively.Cost of RevenueOur cost of revenue increased to$3,682.8 million for th
317、e three months ended March 31,2024 compared to$3,262.0 million forthe corresponding period last year,an increase of$420.8 million,or 12.9%.Our cost of revenue increased to$7,338.7 million for the six months ended March 31,2024 compared to$6,429.4 million in forthe corresponding period last year,an i
318、ncrease of$909.3 million,or 14.1%.Substantially all of the change in our cost of revenue for the three and six months ended March 31,2024 occurred in ourAmericas and International reportable segments,which is discussed in more detail below.Gross ProfitOur gross profit for the three months ended Marc
319、h 31,2024 increased$33.0 million,or 14.5%,to$261.1 million as comparedto$228.1 million for the corresponding period last year.For the three months ended March 31,2024,gross profit,as a percentage ofrevenue,increased to 6.6%from 6.5%in the corresponding period last year.Our gross profit for the six m
320、onths ended March 31,2024 increased$62.0 million,or 14.0%,to$505.1 million as compared to$443.1 million for the corresponding period last year.For the six months ended March 31,2024,gross profit,as a percentage of revenue,remained unchanged from 6.4%in the corresponding period last year.Gross profit
321、 changes were due to the reasons noted in Americas and International reportable segments below.Equity in Earnings of Joint VenturesOur equity in earnings of joint ventures for the three months ended March 31,2024 was$19.5 million as compared to$7.5million in the corresponding period last year.The in
322、crease in equity earnings was primarily due to a favorable close out of an AECOMCapital investment.Table of Contents31Our equity in losses of joint ventures for the six months ended March 31,2024 was$9.5 million as compared to equity inearnings of$17.3 million in the corresponding period last year.T
323、he increase in equity losses of joint ventures was primarily due toimpairment losses recorded by our AECOM Capital segment in fiscal year 2024 as a result of continued volatility in the commercial realestate market caused by higher interest rates and lack of liquidity.General and Administrative Expe
324、nsesOur general and administrative expenses for the three months ended March 31,2024 increased$10.5 million,or 30.7%,to$44.7million as compared to$34.2 million for the corresponding period last year.For the three months ended March 31,2024,general andadministrative expenses,as a percentage of revenu
325、e,was 1.1%as compared to 0.9%in the corresponding period last year.Our general and administrative expenses for the six months ended March 31,2024 increased$10.6 million,or 15.2%,to$80.4million as compared to$69.8 million for the corresponding period last year.For the six months ended March 31,2024,g
326、eneral andadministrative expenses,as a percentage of revenue,remain unchanged at 1.0%from the corresponding period last year.The increase in general and administrative expenses for the three and six months ended March 31,2024 compared to thecomparable period in the prior year was primarily due to no
327、nrecurring expenses in the AECOM Capital reportable segment.Restructuring CostsRestructuring expenses are comprised of personnel costs,real estate costs,and costs associated with business exits.During thethree and six months ended March 31,2024,we incurred total restructuring expenses of$35.4 millio
328、n and$51.6 million,respectively,primarily related to costs incurred to align our real estate portfolio with our employee flexibility initiatives,continue our exit of certaincountries in Southeast Asia,drive support function efficiency,and reduce our risk profile.During the three and six months ended
329、 March31,2023,we incurred total restructuring expenses of$3.9 million and$41.4 million,respectively,primarily related to costs incurred inpreparation for the exit of specific countries in Southeast Asia.Other IncomeOur other income for the three months ended March 31,2024 increased to$2.6 million fr
330、om$2.5 million for the correspondingperiod last year.Our other income for the six months ended March 31,2024 increased to$5.2 million from$4.6 million for the correspondingperiod last year.Interest IncomeOur interest income for the three months ended March 31,2024 increased to$15.4 million from$9.8
331、million for thecorresponding period last year.Our interest income for the six months ended March 31,2024 increased to$27.5 million from$15.6 million for thecorresponding period last year.The increases in interest income for the three and six months ended March 31,2024 were primarily due to an increa
332、se in interestrates on our interest-bearing assets.Interest ExpenseOur interest expense for the three months ended March 31,2024 was$47.7 million as compared to$42.4 million for thecorresponding period last year.Our interest expense for the six months ended March 31,2024 was$89.0 million as compared
333、 to$79.1 million for thecorresponding period last year.The increases in interest expense for the three and six months ended March 31,2024 were primarily due to an increase ininterest rates on the variable component of our debt.Table of Contents32Income Tax ExpenseOur income tax expense for the three months ended March 31,2024 was$45.4 million as compared to$41.1 million in thecorresponding period