UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  November 12, 2013

AECOM TECHNOLOGY CORPORATION

(Exact name of Registrant as specified in its charter)

555 South Flower Street, Suite 3700

Los Angeles, California  90071

(Address of Principal Executive Offices, including Zip Code)

Registrant’s telephone number, including area code  (213) 593-8000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.             Results of Operations and Financial Condition.

On November 12, 2013, AECOM Technology Corporation (the “Company”) issued a press release announcing the financial results for its fiscal fourth quarter and fiscal year ended September 30, 2013.  A copy of the press release is attached to this report as Exhibit 99.1.  Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01              Financial Statements and Exhibits. 

(d)  Exhibits

99.1                Press Release, dated November 12, 2013 announcing AECOM’s financial results for the fiscal fourth quarter and fiscal year ended September 30, 2013.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.

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EXHIBIT INDEX

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Exhibit 99.1

NR 13-1101

AECOM reports fourth-quarter, full-year fiscal year 2013 results

Quarter and Full-Year Highlights*

·                  Free cash flow of $145 million; $356 million for full-year fiscal 2013.

·                  Backlog of $16.6 billion with $1.8 billion in new wins in the quarter.

·                  EBITDA margin of 11.6 percent, 9.4 percent for full-year fiscal 2013.

·                  Full-year company invests $373 million to repurchase 14.4 million shares.

·                  Reported EPS of $0.77, full-year fiscal 2013 EPS of $2.35.

·                  Company targets full-year diluted EPS of $2.35 to $2.45 for fiscal year 2014.

LOS ANGELES (Nov. 12, 2013) — AECOM Technology Corporation (NYSE: ACM) reported fourth-quarter revenue of $2.1 billion and net service revenue1, of $1.2 billion.  Operating income equaled $123 million, reported net income2 was $77 million, and diluted earnings per share equaled $0.77.

* In the fourth quarter of fiscal 2012, the company recorded a goodwill impairment charge of $2.88 per share or $317 million net of tax.  All growth comparisons that follow in the text of the release are adjusted to exclude the impact of the goodwill charge; all comparisons are also year over year unless noted otherwise.

“During fiscal year 2013, we increased our mix of revenue and profits from emerging markets, enhanced our technical and leadership capabilities in high-growth end markets, and implemented strategic account management teams to better serve our multinational clients,” said John M. Dionisio, AECOM chairman and chief executive officer.  “Our diverse geographic footprint allows us to manage through various macroeconomic conditions around the globe.”

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“Our commitment to deploying capital to its best and highest use supported our investment of $373 million to repurchase 14.4 million shares of our stock in fiscal year 2013,” said AECOM President Michael S. Burke.  “We also invested $82 million in niche acquisitions that expanded our geographic reach in key emerging geographies.  Lastly, we launched AECOM Capital, a platform that allows us to play an important role in providing financing as well as design and construction services to our clients.”

New Wins and Backlog
New wins in the quarter of $1.8 billion were driven by strength in the company’s transportation and water businesses.  From a geographic perspective, new wins were led by Europe, Asia and the Americas.  The company’s book-to-burn ratio4 was 0.9X for the quarter, with total backlog at Sept. 30, 2013, of $16.6 billion, up three percent.  These results demonstrate the underlying strength of AECOM’s business as clients increasingly turn to the company for its integrated service platform and global expertise.

Business Segments

In addition to providing consolidated financial results, AECOM reports separate financial information for its two segments: Professional Technical Services (PTS) and Management Support Services (MSS).

Professional Technical Services

The PTS segment delivers planning, consulting, architecture and engineering design, as well as program and construction management services to institutional, commercial and public sector clients worldwide.

Revenue of $1.9 billion was up 2 percent, and net service revenue (NSR), declined 5.8 percent to $1.1 billion as declines in the Americas and Australia on an NSR basis were only partially offset by double-digit gains in emerging geographies, such as the Middle East and Asia, as well as solid growth in Europe.  Construction services also posted gains in the quarter.  Operating income declined 3.5 percent in the quarter, however, operating income margin increased on both a sequential and year-over-year basis, aided by improved cost and efficiencies.

Management Support Services

The MSS segment provides program and facilities management and maintenance, training, logistics, consulting, technical assistance and systems integration services, primarily for agencies of the U.S. government.

Revenue declined 15.6 percent to $220 million, and net service revenue declined 17.1 percent to $134 million.  As expected, these results reflect actions to reposition away from lower-margin projects to new, higher-margin services – and these actions have improved MSS segment margins throughout the year.  Operating profit declined 25.1 percent in the quarter; however, on a full-year basis, operating profit increased 50.4 percent aided by a 284-basis-point increase in operating income margin, consistent with the company’s strategy to improve the profitability of this segment.

Tax Rate

The company’s fourth-quarter effective tax rate was 31.8 percent, with a full-year rate of 27.9 percent, inclusive of non-controlling interest deduction.

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Cash Flow

Cash flow from operations for the quarter was $160 million and $409 million for the full year.  Free cash flow, which includes capital expenditures of $15 million in the quarter and $52 million for the full year, was $145 million and $356 million, respectively. Days sales outstanding (DSO) improved by three days to 88 in the quarter.

Share Repurchase

During the quarter, the company invested $61.6 million to repurchase 2 million shares.  On a full-year basis, the company invested $373 million to repurchase 14.4 million shares.  $365 million remains in the company’s current share repurchase authorization as of the end of the company’s fiscal 2013 year.

Balance Sheet

As of Sept. 30, 2013, AECOM had $601 million of total cash and cash equivalents, $1.2 billion of debt and $1.05 billion in committed bank facilities with $899.8 million in unused capacity.

Fiscal 2014 Outlook

AECOM is targeting EPS for fiscal year 2014 of $2.35 to $2.45.  The mid-point of the guidance range assumes flat NSR growth and stable EBITDA margin.  In addition, the company is targeting a full-year tax rate of 29 percent and a full-year share count of 99 million shares.  The company expects the first quarter of fiscal 2014 to be similar to last year as a percentage of our full-year earnings.

Five-Year Free Cash Flow Target

AECOM reaffirms its five-year cumulative free cash flow target of $1.3 billion to $1.8 billion, which includes fiscal years 2013 through fiscal 2017.

AECOM is hosting a conference call today at 11 a.m. EST, during which management will make a brief presentation focusing on the company’s results, strategies and operating trends.  Interested parties can listen to the conference call and view accompanying slides via webcast at www.aecom.com.  The webcast will be available for replay following the call.

1AECOM’s revenue includes a significant amount of pass-through costs and, therefore, the company believes that revenue, net of other direct costs (net service revenue, or NSR), which is a non-GAAP measure, also provides a meaningful perspective on its business results. See the accompanying reconciliation of revenue, net of other direct costs, to revenue, the closest comparable GAAP measure.

2Attributable to AECOM.

3Free cash flow is defined as cash flow from operations less capital expenditures and is a non-GAAP measure.  See the accompanying reconciliation of free cash flow from operations, to cash flow from operations, the closest comparable GAAP measure.

4Book-to-burn ratio is defined as the amount of gross revenue wins divided by gross revenue recognized during the period.

About AECOM

AECOM is a global provider of professional technical and management support services to a broad range of markets, including transportation, facilities, environmental, energy, water and government.  With approximately 45,000 employees around the world, AECOM is a leader in all of the key markets that it serves.  AECOM provides a blend of global reach, local knowledge, innovation and technical excellence in delivering solutions that create, enhance and sustain the world’s built, natural, and social environments.  A Fortune 500 company, AECOM serves clients in more than 140 countries and had revenue of $8.2 billion during the 12 months ended Sept. 30, 2013.  More information on AECOM and its services can be found at www.aecom.com.

Forward-Looking Statements: All statements in this press release other than statements of historical fact are “forward looking statements” for purposes of federal and state securities laws, including any projections of earnings, revenue, profit margins, cash flows, share count or other financial items; any statements of the plans, strategies and objectives for future operations; and any statements regarding future economic conditions or performance.  Although we believe that the expectations reflected in our forward looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward looking statements.

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Important factors that could cause our actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in forward-looking statements include: uncertainties related to global economic conditions and funding, audits, modifications and termination of long-term government contracts; losses under fixed-price contracts; limited control over operations run through our joint venture entities; misconduct by our employees or consultants or our failure to comply with laws or regulations; failure to successfully execute our merger and acquisition strategy; the failure to retain and recruit key technical and management personnel; and unexpected adjustments and cancellations related to our backlog.  Additional factors that could cause actual results to differ materially from our forward looking statements are set forth in our reports filed with the Securities and Exchange Commission.  We do not intend, and undertake no obligation, to update any forward looking statement.

This press release contains financial information calculated other than in accordance with U.S. generally accepted accounting principles (“GAAP”).  In particular, the company believes that non-GAAP financial measures such as revenue, net of other direct costs, and free cash flow also provide a meaningful perspective on its business results as the company utilizes this information to evaluate and manage the business.  This non-GAAP disclosure has limitations as an analytical tool, should not be viewed as a substitute for financial information determined in accordance with GAAP, and should not be considered in isolation or as a substitute for analysis of the company’s results as reported under GAAP, nor is it necessarily comparable to non-GAAP performance measures that may be presented by other companies.

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AECOM Technology Corporation

Consolidated Statement of Income

(unaudited - in thousands, except per share data)

NM – Not meaningful

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AECOM Technology Corporation

Balance Sheet and Cash Flow Information

(unaudited - in thousands)

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AECOM Technology Corporation

Reportable Segments

(unaudited - in thousands)

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AECOM Technology Corporation

Reportable Segments

(unaudited - in thousands)

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AECOM Technology Corporation

Regulation G Information

($ in millions, except per share data)

Reconciliation of Revenue to Revenue, Net of Other Direct Costs

Reconciliation of Income from Operations Before Goodwill Impairment to Income from Operations

Reconciliation of Net Income and Diluted EPS Before Goodwill Impairment to Net Income and Diluted EPS

Reconciliation of Amounts Provided by Acquired Companies

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AECOM Technology Corporation

Regulation G Information

($ in millions, except per share data)

Reconciliation of EBITDA Before Goodwill Impairment to Net Income Attributable to AECOM