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):  April 3, 2017

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):

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 7.01. Regulation FD Disclosure.

On April 3, 2017, AECOM issued a press release announcing that AECOM Capital has entered into a definitive agreement to sell its equity interest in AECOM Capital’s first investment. The transaction is expected to close in the fiscal third quarter, subject to customary closing and other financial conditions, and will contribute approximately $0.17 to EPS in that quarter.  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, irrespective of any general incorporation language.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits

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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

AECOM announces definitive agreement to sell equity interest in first AECOM Capital investment

LOS ANGELES (April 3, 2017) — AECOM (NYSE:ACM), a premier, fully integrated global infrastructure firm, announced that AECOM Capital has entered into a definitive agreement to sell its equity interest in its first investment. The transaction is expected to close in AECOM’s fiscal third quarter, subject to customary closing and other financial conditions, and will contribute approximately $0.17 to EPS in that quarter.

“This is an important milestone, and the first of what we expect to be many successful returns from our AECOM Capital investments,’’ said Michael S. Burke, AECOM’s chairman and chief executive officer. “In tandem with our partners, we successfully developed high-value real estate, leveraging both our equity capital and construction services. This effort further validates our design, build, finance and operate vision and reinforces AECOM’s reputation as a development partner of choice.’’

Since launching AECOM Capital in 2013, AECOM has committed approximately $200 million in 15 projects with total development value in excess of $3.5 billion. Projects primarily include multifamily, condo, hotel, office, and mixed use assets across the U.S. AECOM Capital is actively seeking to expand into public private partnerships and the industrial and power markets. In addition to providing equity, AECOM is differentiated from peers by being able to deliver its vast design and construction services.

About AECOM

AECOM is built to deliver a better world. We design, build, finance and operate infrastructure assets for governments, businesses and organizations in more than 150 countries. As a fully integrated firm, we connect knowledge and experience across our global network of experts to help clients solve their most complex challenges. From high-performance buildings and infrastructure, to resilient communities and environments, to stable and secure nations, our work is transformative, differentiated and vital. A Fortune 500 firm, AECOM had revenue of approximately $17.4 billion during fiscal year 2016. See how we deliver what others can only imagine at aecom.com and @AECOM.

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 statements relating to the sale and expected close of the AECOM Capital equity interest as well its expected contribution to EPS. Actual results could differ materially from those projected or assumed in any of our forward-looking statements. Important 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 fiscal quarter ended Dec. 31, 2016, and our other reports filed with the U.S. Securities and Exchange Commission. AECOM does not intend, and undertakes no obligation, to update any forward-looking statements.

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