1.

Background and Purpose

2.

Penalties for Noncompliance

3.

Scope

a.

Persons Covered: This policy applies to all Company directors, officers, employees, and consultants, as well as members of such persons’ immediate families and households and entities (such as trusts, partnerships, and corporations) over which they have control or influence. You are responsible for making sure the purchase or sale of any security covered by this policy by any such person complies with this policy.

b.

Companies Covered: The prohibition on insider trading in this policy is not limited to trading AECOM securities. It includes trading in the securities of other firms, such as customers or suppliers of AECOM and those with which AECOM may be negotiating major transactions, such as an acquisition, investment, or sale. Information that is not material to AECOM may nevertheless be material to one of those other firms.

c.

Transactions Covered: This policy relates not only to the purchase and sale of the Company’s common stock, but also to publicly traded equity or debt securities (debentures, bonds, and notes) that the Company or any of its subsidiaries may issue, as well as derivative securities such as put and call options. Trading also includes certain transactions under AECOM benefit plans, as described further below.

i.

No Trading on Inside Information: Persons covered by this policy may not buy, sell, or otherwise transact in Company securities while aware of material nonpublic information concerning the Company. Similarly, you may not trade in the securities of any other company if you are aware of material nonpublic information about that company or its securities which you obtained in the course of your employment with AECOM.

ii.

No Tipping: You may not pass material nonpublic information on to others or recommend to anyone the purchase or sale of any securities when you are aware of such information. This practice, known as “tipping,” also violates the securities laws and can result in the same civil and criminal penalties that apply to insider trading, even though you did not personally trade.

iii.

No Short Sales: You may not engage in short sales of the Company’s securities (sales of securities that are not then owned), including a “sale against the box” (a sale with delayed delivery).

iv.

Stock Option Exercise: This policy’s trading restrictions generally do not apply to the exercise of a stock option. The trading restrictions do apply, however, to any sale of the underlying stock or to a cashless exercise of the option through a broker, as this entails selling a portion of the underlying stock to cover the costs of exercise.

v.

Employee Stock Purchase Plans (ESPP): This policy’s trading restrictions do not apply to purchases of AECOM stock in the employee stock purchase plan resulting from your periodic payroll contributions to the plan under an election you made at the time of enrollment in the plan. The trading restrictions do apply to your sales of AECOM stock purchased under the plan.

vi.

401(k) Plan (for U.S. only): This policy’s insider trading restrictions do not apply to the following 401(k) Plan elections, enrollments and contributions:

1.

Any increase or decrease in the percentage or amount of your 401(k) contribution, deducted from payroll that is allocated to any investment account other than the AECOM Company Stock Fund.

2.

Any transfer of an existing investment account balance or rollover into or out of any investment account other than the AECOM Company Stock Fund; and

3.

Automatic purchases of AECOM stock resulting from the contribution of money to the 401(k) Plan pursuant to a participant’s payroll deduction election (i.e., current payment deferrals).

4.

Any increase or decrease in the percentage or amount of your 401(k) contribution, deducted from payroll, which is allocated to the AECOM Company Stock Fund.

5.

Any transfer of an existing investment account balance or rollover into or out of the AECOM Company Stock Fund.

6.

Any borrowing against your 401(k) Plan account if the loan or withdrawal will result in a liquidation of some or all of your AECOM Company Stock Fund balance; and

7.

Any pre-payment of a loan if the pre-payment will result in the allocation of loan proceeds to the AECOM Company Stock Fund.

4.

Definition of Material Nonpublic Information

a.

Material Information: Information is material if there is a substantial likelihood that a reasonable investor would consider it important in deciding whether to buy, hold or sell a security, or if the information could reasonably be expected to affect the market price of the security. Common examples of material information may include (but are not limited to) information about:

i.

Projections of future earnings or losses or other earnings guidance.

ii.

Earnings that are inconsistent with the consensus expectations of the investment community.

iii.

A pending or proposed merger, acquisition or tender offer or an acquisition or disposition of significant assets.

iv.

A change in management or control.

v.

Important business developments, such as developments regarding strategic collaborations.

vi.

Major events regarding AECOM’s securities, including the declaration of a stock split or the offering of additional securities.

vii.

Severe financial liquidity problems, including bankruptcies, or defaults on borrowings.

viii.

Cybersecurity or data security incidents.

ix.

Actual or threatened major litigation or regulatory actions, or the resolution of such litigation or regulatory action; and

x.

New major contracts, orders, suppliers, customers or finance sources, or the loss thereof.

b.

Nonpublic Information: Nonpublic information is information not generally known or available to the public. One common misconception is that material information loses its “nonpublic” status as soon as a press release is issued disclosing the information. In fact, information is considered to be available to the public only when it has been released broadly to the marketplace (such as by a press release or an SEC filing) and the investing public has had time to absorb the information fully. As a general rule, information is considered nonpublic until the second full trading day after the information is released.

5.

Additional Guidance and Prohibited Transactions

a.

Blackout and Pre-clearance Procedures: To help prevent inadvertent violations of the federal securities laws and to avoid even the appearance of trading on the basis of inside information, AECOM has adopted an Addendum to Insider Trading Policy that applies to directors and executive officers subject to Section 16 of the Securities Exchange Act of 1934, and certain designated employees and consultants of AECOM and its

b.

Standing Orders: Standing orders should be used only for a limited time and should otherwise comply with the Blackout and Pre-Clearance Procedures set forth in the Addendum. A standing order placed with a broker to sell or purchase stock at a specified price leaves you with no control over the timing of the transaction. A standing order transaction executed by the broker when you are aware of material nonpublic information may result in unlawful insider trading.

c.

Margin Accounts and Pledges: You are prohibited from holding AECOM securities in a margin account or pledging AECOM securities as collateral for a loan, because a margin sale or foreclosure sale on a loan may occur at a time when you are aware of material nonpublic information. An exception to this prohibition may be granted where you wish to pledge AECOM securities as collateral for a loan (not including margin debt) and clearly demonstrate the financial capacity to repay the loan without resort to the pledged securities. If you wish to pledge AECOM securities as collateral for a loan, you must submit a request for approval to the Chief Legal Officer at least two weeks prior to the proposed execution of documents evidencing the proposed pledge.

d.

Partnership Distributions: Nothing in this policy is intended to limit the ability of an investment fund, venture capital partnership or other similar entity with which an individual is affiliated to distribute Company securities to its partners, members, or other similar persons. It is the responsibility of each affected individual and the affiliated entity, in consultation with their own counsel (as appropriate), to determine the timing of any distributions, based on all relevant facts and circumstances, and applicable securities laws.

6.

Post Termination Transactions

7.

Unauthorized Disclosure

a.

Maintaining the confidentiality of AECOM information is essential for competitive, security and other business reasons, as well as to comply with securities laws. You should treat all information you learn about AECOM or its business plans in connection with your employment as confidential and proprietary to AECOM. Inadvertent disclosure of confidential or inside information may expose AECOM and you to significant risk of investigation and litigation.

b.

The timing and nature of AECOM’s disclosure of material information to outsiders is subject to legal rules, the breach of which could result in substantial liability to you, AECOM and its management. Accordingly, it is important that responses to inquiries about AECOM by the press, investment analysts or others in the financial community be made on AECOM’s behalf only through authorized individuals.

c.

Please consult the External Communications Policy – AECOM Global for more details regarding AECOM’s policy on speaking to the media, financial analysts and investors.

8.

Personal Responsibility

9.

Company Assistance

10.

References

a.

External Communications Policy – AECOM Global C1-001-PL1

b.

U.S. Securities and Exchange Act of 1934 – Section 16

11.

Records

a.

Insider Trading Acknowledgement – AECOM Global L1-006-FM1

12.

Appendices

a.

Appendix 1 – Addendum to Insider Trading Policy – AECOM Global

13.

Change Log

a.

Addendum to Insider Trading Policy – Pre-Clearance and Blackout Procedures

b.

Pre-clearance Procedures (Directors and Executive Officers only)

c.

Blackout Procedures

i.

Quarterly Blackout Periods. The Company’s announcement of its quarterly financial results almost always has the potential to have a material effect on the market for the Company’s securities. Therefore, to avoid even the appearance of trading based on material nonpublic information, you may not trade in the Company’s securities during the period beginning 15 days prior to the end of the quarter and ending after the second full business day following the release of the Company’s earnings for that quarter.

ii.

Interim Earnings Guidance and Event-Specific Blackouts. The Company may on occasion issue interim earnings guidance or other potentially material information by means of a press release, SEC filing on Form 8-K or other means designed to achieve widespread dissemination of the information. You should anticipate that trading will be “blacked out” while the Company is in the process of assembling the information to be released and until the information has been released and fully absorbed by the market.

iii.

Hardship Exceptions. A covered person who is subject to a quarterly earnings blackout period and who has a personal or financial hardship and in need to sell Company stock in order to generate cash may, in appropriate circumstances, be permitted to sell Company stock even during the quarterly blackout period. Hardship exceptions may be granted by the Chief Legal Officer only (or, with respect to the Chief Legal Officer, the Chief Executive Officer) and must be requested at least two business days in advance of the proposed trade. Under no circumstance will a hardship exception be granted during an event-specific blackout period, and the Chief Legal Officer, or his or her designee, may approve or disapprove of the request consistent with the principles of this policy as interpreted by them.

iv.

Additional Exceptions. The blackout prohibitions do not apply to:

1.

purchases of the Company’s securities from the Company, or sales of the Company’s securities to the Company;

2.

exercises of stock options or other equity awards or the surrender of shares to the Company in payment of the exercise price or in satisfaction of any tax withholding obligations in a manner permitted by the applicable equity award agreement, or vesting of equity-based awards, in each case, that do not involve a market sale of the Company’s securities (the “cashless exercise” of a Company stock option or other equity award through a broker does involve a market sale of the Company’s securities, and therefore would not qualify under this exception);

3.

bona fide gifts of the Company’s securities, unless the individual making the gift knows, or is reckless in not knowing, the recipient intends to sell the securities while the donor is in possession of material nonpublic information about the Company; and

4.

purchases or sales of the Company’s securities made pursuant to a plan adopted to comply with the Exchange Act Rule 10b5-1 (“Rule 10b5-1”), as described in Section d. below.

d.

Exception for Approved 10b5-1 Plans

i.

10b5-1 Plan Requirements

1.

Any 10b5-1 plan must be entered into in good faith at a time when you are not aware of material nonpublic information and not otherwise in a blackout period, and you must have acted in good faith with respect to the 10b5-1 plan.

2.

The plan must either specify (1) the amounts, prices, and dates of all transactions under the 10b5-1 plan or (2) provide a written formula, algorithm, or computer program for determining the amount, pricing, and timing of transactions.

3.

Once the plan is adopted, you must not exercise any influence over the amount of securities to be traded, the price at which they are traded or the date of the trade.

ii.

Pre-Approval

iii.

“Cooling-Off Period”

1.

For directors, executive officers and other Section 16 reporting person, that extends the later of 90 days after adoption or modification of a trading plan or two business days after the filing of the Form 10-K or Form 10-Q covering the fiscal period in which the 10b5-1 plan was adopted, up to a maximum of 120 days; and

2.

Employees and any other persons, other than the Company, that extends 30 days after adoption or modification of a 10b5-1 plan.

iv.

Representations

1.

Not aware of any material nonpublic information about the Company or its securities; and

2.

Adopting the plan in good faith and not as part of a plan or scheme to evade Rule 10b5-1.

v.

Limitation on Overlapping Plans

vi.

Plan Modifications and Terminations

vii.

Public Disclosure of Plans

viii.

Personal Responsibility

e.

Hedging Transactions

f.

Post-Termination Transactions

g.

Company Assistance

h.

Certification