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):  September 10, 2015

AECOM

(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):

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

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

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

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

Item 7.01. Regulation FD Disclosure.

A copy of materials that will be used in investor meetings beginning September 10, 2015 is attached to this Current Report on Form 8-K as Exhibit 99.1. These materials are dated September 10, 2015 and the Company disclaims any obligation to correct or update these materials in the future.

The information contained in this Current Report Form 8-K that is furnished under this Item 7.01 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Item 9.01                                       Financial Statements and Exhibits.

(d)  Exhibits

99.1                             Investor Presentation dated September 10, 2015.

2

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.

EXHIBIT INDEX

3

Exhibit 99.1

Safe Harbor

Except for historical information contained herein, this presentation contains “forward-looking statements.” All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including any projections of earnings, revenue, cash flows, tax rate, share count, amortization, acquisition and integration costs, or other financial items; any statements of the plans, strategies and objectives for future operations; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.  Forward-looking statements may include the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” and other similar words.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as those disclosed in this presentation. 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, among others, the following:

· demand for our services is cyclical;

· uncertainties related to government contract appropriations;

· governmental agencies may modify, curtail or terminate our contracts;

· government contracts are subject to audits and adjustments of contractual terms;

· 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 applicable to our business;

· our leveraged position and ability to service our debt;

· exposure to legal, political and economic risks in different countries as well as currency exchange rate fluctuations;

· the failure to retain and recruit key technical and management personnel;

· our insurance policies may not provide adequate coverage;

· unexpected adjustments and cancellations related to our backlog;

· dependence on third party contractors who fail to satisfy their obligations;

· systems and information technology interruption; and

· changing client preferences/demands, fiscal positions and payment patterns.

Additional factors that could cause actual results to differ materially from our forward-looking statements are set forth in our Quarterly Report on Form 10-Q for the period ended June 30, 2015, and our other filings with the Securities and Exchange Commission. We do not intend, and undertake no obligation, to update any forward-looking statement.

Non-GAAP Measures

Certain measures contained in this presentation are not calculated in accordance with generally accepted accounting principles (GAAP) and should not be considered a replacement for GAAP results. Non-GAAP financial measures appearing in the presentation are identified in the footnotes.  A reconciliation of these non-GAAP measures to the most directly comparable GAAP financial measures is found in the attached appendix and in our 2015 third-quarter earnings release on the Investors section of our Web site at: http://investors.aecom.com.

1 Free cash flow is defined as cash flow from operations less capital expenditures net of proceeds from disposals. 2 Subsequent to the close of the URS Corporation transaction. 3 Results expressed in constant currency are presented excluding the impact from changes in currency-exchange rates. 4 Book-to-burn ratio is defined as the amount of new business divided by the revenue recognized during the period.

We are executing against our plan to deliver synergies, leverage growth opportunities, and reduce our debt.

Expect to exit FY16 at a $275-million synergy run rate.

YTD FY15 Highlights

·    Closed financing of URS transaction.

·    Generated $427 million of FCF1.

·    Repaid over $550 million in debt subsequent to closing the URS transaction in October.

FY12-YTD FY15 Highlights

·    Repurchased $660 million of stock.

·    Cumulative FCF1 of $1.5 billion; exceeded net income.

Capital Allocation Priorities

·    Expect to generate $600-$800 million of FCF1/year from FY15 to FY17.

·    Ability to achieve approximately 2x debt to EBITDA2 by FY17; maintaining flexibility to respond to changes in financial market conditions.

1 Free cash flow is defined as cash flow from operations less capital expenditures net of proceeds from disposals, and excludes goodwill impairment charges and is a non-GAAP measure. 2 EBITDA is a non-GAAP measure.

·                  Adjusted EPS1 guidance of $3.05 to $3.45

·                  Prior EPS guidance modified due to lower estimates of non-cash normal profit.

·                  Operating performance consistent with prior outlook.

·                  The net impact of normal margin is now expected to be $0.19 vs. our prior full-year estimate of $0.30.

·                  Other Metrics

·                  Effective adjusted tax rate2 of approximately 30%.

·                  FY15 share count of approximately 151 million.

·                  50 weeks of URS contribution.

·                  Approximately $200 million in depreciation expense.

·                  Approximately $390 million of amortization of intangible assets4.

·                  Approximately $220 million in interest expense.

·                  Capital expenditures3 of approximately $110 million.

·                  Approximately $400 million of acquisition and integration-related expenses.

·                  Approximately $110 million of gross synergies to be realized in FY15.

1 Adjusted EPS excludes acquisition and integration-related expenses, financing charges in interest expense, and the amortization of intangible assets. 2 Inclusive of non-controlling interest deduction and adjusted for acquisition and integration expenses, financing charges in interest expense, the amortization of intangible assets, and unusual discrete items. 3 Capital expenditures, net of proceeds from disposals. 4 Amortization of intangible assets expense includes the impact of amortization included in equity in earnings of joint ventures and non-controlling interests.

AECOM holds the leading position in several market categories.

1 Per American Society of Civil Engineers. 2 Per Engineering News-Record.

1 Per Engineering News-Record.

1 Book-to-burn ratio is defined as the amount of new business divided by the revenue recognized during the period.