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 11, 2014

AECOM TECHNOLOGY CORPORATION

(Exact name of Registrant as specified in its charter)

1999 Avenue of the Stars, Suite 2600

Los Angeles, California  90067

(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 11, 2014, AECOM Technology Corporation (the “Company”) issued a press release announcing the financial results for its fiscal fourth quarter and fiscal year ended September 30, 2014.  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 7.01.                                    Regulation FD Disclosure.

The following information is being provided under Item 7.01 Regulation FD Disclosure in this Current Report on Form 8-K: a transcript from the Company's November 11, 2014 analyst conference call discussing its financial results for the fourth quarter of fiscal year ended September 30, 2014.

This transcript is filed as Exhibit 99.2 to this Current Report and is incorporated herein by reference as if fully set forth.  Exhibit 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

The information contained in the transcript, which was prepared by Thomson Reuters, is a textual representation of the Company's conference call. There may be material errors, omissions or inaccuracies in the reporting of the contents of the conference call. The Company assumes no responsibility to correct or update the third-party transcript. Users are advised to review the Company's conference call itself (which is accessible via the Company's website) and the Company's SEC filings before making any investment or other decisions.

The furnishing of the transcript is not intended to constitute a representation that such furnishing is required by Regulation FD or that the transcript includes material investor information that is not otherwise publicly available.

In accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the Company notes that certain statements set forth in this Current Report on Form 8-K provide other than historical information and are forward looking. The actual achievement of any forecasted results, or the unfolding of future economic or business developments in a way anticipated or projected by the Company, involve numerous risks and uncertainties that may cause the Company’s actual performance to be materially different from that stated or implied in the forward-looking statement. Among those risks and uncertainties, many of which are beyond the control of the Company, include, without limitation, uncertainties related to appropriations for funding of, or issuing notices to proceed under, government contracts; relationships with governmental agencies that may modify, curtail or terminate contracts; delays in the completion of the budget process of the U.S. government could delay procurement of services; potential adjustments to government contracts which are subject to audits to determine reimbursable contract costs; adverse results from losses under fixed-price contracts; limited control over operations run through the Company’s joint venture entities; misconduct by employees or consultants or the Company’s failure to comply with laws or regulations applicable to its business; current deficits in the Company’s defined benefit plans could grow in the future and create additional costs; exposure to legal, political and economic risks in different countries as well as currency exchange rate fluctuations; risks related to security in international locations; failure to successfully execute the Company’s merger and acquisition strategy; the need to retain the continued services of our key technical and management personnel and to identify and hire additional qualified personnel; uncertainties about security clearances for the Company’s employees; the competitive nature of the Company’s business; the Company’s liability and insurance policies may not provide adequate coverage; the Company’s leveraged position and ability to service its debt; unexpected adjustments and cancellations related to backlog; dependence on other contractors or subcontractors who could fail to satisfy their obligations; systems and information technology interruption; changing client preferences/demands, fiscal position and payment patterns; and the continuing economic downturn in the U.S. and international markets and tightening of the global credit markets. Readers should consider all of these risk factors as well as other information contained in this report.

Item 9.01                                       Financial Statements and Exhibits. 

(d)  Exhibits

99.1                             Press Release, dated November 11, 2014 announcing the Company’s financial results for the fourth quarter and fiscal year ended September 30, 2014.

99.2                             Transcript of the Company’s November 11, 2014 analyst conference call discussing its financial results for the fourth quarter and fiscal year ended September 30, 2014.

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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 14-1101

AECOM reports fourth-quarter, full-year fiscal year 2014 results

Quarter and Full-Year Highlights

·                  Wins of $4.2 billion in the quarter; backlog of $25.1 billion, including $3 billion acquired from Hunt Construction Group.

·                  Free cash flow of $162 million; $298 million for full-year fiscal 2014.

·                  Quarterly EPS of $0.79; full-year EPS of $2.53, excluding acquisition and integration expenses.

·                  Company targets fiscal year 2015 adjusted EPS of $2.75 to $3.35, including 50 weeks of URS contribution.

·                  Company completed acquisition of URS Corporation on Oct. 17, 2014, as previously announced.

LOS ANGELES (Nov. 11, 2014) — AECOM Technology Corporation (NYSE: ACM), the world’s #1-ranked engineering design firm, reported fourth-quarter revenue of $2.6 billion and net service revenue(1), of $1.3 billion.  Operating income equaled $103 million, net income(2) was $64 million, and diluted earnings per share(2) equaled $0.64. After adjusting for acquisition and integration expenses, diluted earnings per share(3) were $0.79 for the quarter and $2.53 for the fiscal year.

Note: All comparisons are year over year unless otherwise noted.

“AECOM delivered strong new wins of $4.2 billion in the quarter, and ended the year with total backlog of $25.1 billion, including $3 billion from the addition of Hunt Construction Group,” said Michael S. Burke, AECOM’s chief executive officer.  “Our construction services business benefited from continued private sector spending growth and strong execution, while strength in our international design business and improved MSS profitability underscored our leading position in the markets we serve.”

Burke added, “With the URS transaction closed, AECOM is focused on integrating two world-class organizations and executing on our strategy to become the premier fully integrated infrastructure firm.”

“We are pleased to report another strong quarter and fiscal year of free cash flow,” added President and Chief Financial Officer Stephen M. Kadenacy.  “We have already begun integrating the two companies and are focused on delivering our targeted synergies.”

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New Wins and Backlog

New wins in the quarter of $4.2 billion were driven by strength in the company’s construction services business, which continues to benefit from strong spending growth in AECOM’s core metropolitan markets.  Hunt Construction Group, which AECOM acquired during the fourth quarter, contributed $3 billion of acquired backlog.  The company’s book-to-burn ratio(6) was 1.6x for the quarter, with total backlog at Sept. 30, 2014, of $25.1 billion, representing 52 percent total growth and 33 percent organic growth. These results demonstrate the underlying competitive strength of AECOM’s diversified capabilities as clients increasingly seek to partner with contractors that offer integrated services with global execution capabilities.

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 $2.4 billion in the quarter increased 27 percent, and net service revenue (NSR) grew 10 percent to $1.2 billion.  Growth in construction services and continued strength in Europe, the Middle East, Africa, and Asia helped offset a lower-than-anticipated contribution from the company’s design business in the Americas.  For the fiscal fourth quarter and the full year, operating income was $125 million and $407 million, respectively.

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 9 percent in the quarter to $201 million, and net service revenue declined 27 percent to $98 million.  For the fiscal fourth quarter and the full year, operating income increased $3 million and $9 million, respectively. MSS’s diversification strategy has allowed for margin improvement despite the decline in revenue.

Tax Rate

Inclusive of the non-controlling interest deduction and excluding acquisition and integration expenses incurred during the fourth quarter, the tax rate was 30.1 percent, with a full-year rate of 26.4 percent.  Inclusive of the impact of acquisition and integration expenses, the company’s tax rate for the fourth quarter and full year was 31.7 percent and 26.3 percent, respectively.

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Cash Flow

Cash flow from operations for the quarter was $175 million and $361 million for the full year.  Free cash flow, which includes capital expenditures of $13 million in the quarter and $63 million for the full year, was $162 million and $298 million, respectively.

Balance Sheet

As of Sept. 30, 2014, AECOM had $574 million of total cash and cash equivalents, $1.0 billion of debt and $1.05 billion in committed bank facilities with $1.04 billion in unused capacity.

Fiscal 2015 Outlook

AECOM is targeting adjusted EPS(4) for fiscal year 2015 of $2.75 to $3.35.  The mid-point of the guidance range assumes approximately $110 million of realized synergies from the acquisition of URS.

In addition, the company expects full-year interest expense of approximately $225 million, a tax rate of 32 percent, excluding acquisition and integration expenses and the amortization of intangibles assets, and a full-year share count of 155 million shares.

Adjusted EPS guidance excludes the amortization of intangible assets and acquisition and integration expenses.  In total, these items are expected to result in a pre-tax expense of approximately $540 million.

AECOM is hosting a conference call today at 12 p.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.

(1)AECOM’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.

(2)Defined as attributable to AECOM.

(3)Defined as attributable to AECOM, excluding acquisition and integration expenses.

(4)Defined as attributable to AECOM, excluding intangible amortization, and acquisition and integration expenses.

(5)Free 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.

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

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About AECOM

With nearly 100,000 employees — including architects, engineers, designers, planners, scientists and management and construction services professionals — serving clients in more than 150 countries around the world following the acquisition of URS, AECOM is a premier, fully integrated infrastructure and support services firm.  AECOM is ranked as the #1 engineering design firm by revenue in Engineering News-Record magazine’s annual industry rankings.  The company is a leader in all of the key markets that it serves, including transportation, facilities, environmental, energy, oil and gas, water, high-rise buildings and government. 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 companies, including URS Corporation and Hunt Construction Group, had revenue of approximately $19.5 billion during the 12 months ended Sept. 30, 2014.  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.

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

(in thousands, except per share data)

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AECOM Technology Corporation

Balance Sheet and Cash Flow Information

(in thousands)

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AECOM Technology Corporation

Reportable Segments

(in thousands)

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AECOM Technology Corporation

Reportable Segments

(in thousands)

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AECOM Technology Corporation

Regulation G Information

(in millions)

Reconciliation of Revenue to Revenue, Net of Other Direct Costs

Reconciliation of Amounts Provided by Acquired Companies

Reconciliation of EBITDA to Net Income Attributable to AECOM

(1) Excludes related amortization

(2) Included in other income

(3) Includes the amount for noncontrolling interests in consolidated subsidiaries

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AECOM Technology Corporation

Regulation G Information

(in millions, except per share data)

Reconciliation of Total Debt to Net Debt

Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow