SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
February 6, 2009

via U.S. mail and facsimile

John M. Dionis, Chief Executive Officer  AECOM Technology Corp  555 South Flower Street, Suite 3700 Los Angeles, California 90071    RE: AECOM Technology Corp
  Form 10-K/A for the Fiscal  Year Ended September 30, 2008
  Filed January 23, 2009   Proxy Statement    Filed January 23, 2008   File No. 000-52423

Dear Mr. Dionis:

We have reviewed the above referenced filings and have the following comments.
Where indicated, we think you should revise your  disclosures in future filings in response
to these comments. If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
supplemental information so we may better understand your disclosure.  After reviewing
this information, we may or may not raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Dionis
AECOM Technology Corp February 6, 2009 Page 2  Form 10-K for the Fiscal Year Ended September 30, 2008

 Critical Accounting Policies, page 27

 General

1. We note that you have defined pension benefit obligations under U.S. and
international plans with a combined projected benefit obligations of $559.3
million.  Please include your estimate of  the pension benefit obligations and
expense as a critical accoun ting estimate in future filings .  Such disclosure should
clearly explain the methods used to es timate your obligations and the expense
recognized, including the mate rial assumptions used to make these estimates.
Based on your footnote disclosures, it woul d appear as though such assumptions
include the discount rate, salary increase rate and expected long-term rate of
return, at a minimum.  Your disclosure s should provide a sensitivity analysis of
those assumptions on your pension benef it obligations and expense.  Refer to
Section 501.14 of the Financial Reporti ng Codification for guidance.  Please
provide us with the disclosures you in tend to include in future filings.
2. We further note that the pension plan assets are invested in domestic and
international equity securities at 54 % and 15%, respectively, at September 30,
2008.  We further note that you have mainta ined the same expected long-term rate
of return for U.S. pension plans for the three fiscal years ended 2008, and you
have increased the expected long-term rate  of return for the international pension
plans for fiscal year 2008.  Please provide disclosures in future filings to explain to investors why your expected long-term ra tes of return are r easonable given that
the majority of the plan assets are invested  in equity securities and to discuss the
impact the current economic market e nvironment has had and may have on your
assumptions used to estimate the net pe riodic benefit cost.  Your disclosures
should also address the potential impact  to your defined pension plans funded
status and additional funding obligations you may have.  Please provide us with
the disclosures you intend to include in future filings.

Goodwill, page 29

3. We note that you have identified your repor table segments as your reporting units
for purposes of testing goodwill for impairment.  In future filings, please revise your disclosures to provide investors with an understanding as to how you
determined your reportable segments are your reporting un its based on the
guidance in paragraphs 30-31 of SFAS 142.  In this rega rd, please disclose that
your reportable segments are your operati ng segments, if correct.  Based on your
discussion of your consolidated and se gment revenues within your results of
operations section of MD&A, we note that you evaluate revenue by type of
business/service and geographic location.  Please explain why these lower levels

Mr. Dionis
AECOM Technology Corp February 6, 2009 Page 3
do not meet the definition of componen ts in SFAS 142.  Refer to ETIF No. 98-3
and ETIF Topic D-101 for additional guida nce.  Please provide us with the
disclosures you intend to include in future filings
4. We note that goodwill represents 26.4% of your total assets as of September 30,
2008.  Given the significance of goodwill to  your balance sheet, please revise
your disclosures in future filings to provide a more robust discussion of your
testing of goodwill for impairment.  Please ensure your revised disclosure addresses the following:

• State the method you use to estimate the fair value of your reporting units.  If
more than one method is used, please disclose how you weight each method.
• Disclose the material as sumptions used under your valuation method for each
of your reporting units.  If  more than one valuati on method is used, please
disclose the material assumptions used in each method.
• Provide a sensitivity analysis disclosing the effect of a 1% change in each
material assumption to the estimate d fair value of your reporting units.
• Disclose the factors that materially impact your estima tion of the fair value of
your reporting units, including any material uncertainties that could result in a
material change to your disclosed assumptions.

Refer to Section 501.14 of the Financial Reporting Codification for guidance.
 Results of Operations, page 30

5. In future filings, please quantify the im pact of each factor you identify as
contributing to fluctuations in the line items affecting income from continuing operations.  For example, you attribute the increase in consolidated revenue for
fiscal year 2008 as compared to fiscal year 2007 to (a) newly acquired entities; (b)
increased volume of work performed in your environmental management services
business in each geographic market; (c) strengthened engineering design services
in the United Arab Emirates; (d) higher government spending for highway and transit infrastructure proj ects in Australia; (e) increased demand for your planning
and urban design business; with an offset for the (d) decline in your design/build
services business.  However, you only qua ntify the impact of the newly acquired
entities.  Refer to Items 303(A)(3)(i) and 303(A)(3)(iii) of Regulation S-X for
guidance.
6. We note accounts receivable is 77.8% of to tal current assets and 45.6% of total
assets as of September 30, 2008.  We fu rther note accounts receivable increased
50% as of September 30, 2008, as compared to September 30, 2007.  As such, please provide a comprehensive analysis of the components of accounts receivable.  Specifically, please disclose  days sales outstanding for your billed
receivables for each period presented al ong with a discussion of any material

Mr. Dionis
AECOM Technology Corp February 6, 2009 Page 4
increase or decrease in th e number of days.  For unbilled receivables, please
disclose the amount that has been subsequent ly billed to customers.  If a material
portion of unbilled receivables was not subsequently billed, please provide an explanation as to why.  Please also disc lose the amount of unbilled receivables
related to claims and unapproved change or ders.  If a material  amount of unbilled
receivables relate to claims and unapp roved change orders, please provide a
detailed explanation of each by contr act and explain why you believe these
amounts are collectible.  We further not e that you recognize award fees and/or
incentive fees prior to award by the cu stomer based on your assessment of the
anticipated contract performa nce.  If a material porti on of unbilled receivables
relates to award fees, please  disclose as such along with quantification of the
amount.  Refer to Item 303 of Regulati on S-K and Section 501.13 of the Financial
Reporting Codification for guidance.  Pleas e provide us with the disclosures you
intend to include in future filings.

Borrowings and Lines of Credit, page 41

7. We note that your debt agreements contai n certain covenants re lating to your net
worth and leverage, based on outstanding borrowings and EBITDA.  In future
filings, please disclose the actual amounts versus the minimum/maximum
amounts permitted under the financial covenant s, if there is a reasonably likely
chance you could breach these covenants.  This disclosure will allow an investor
to easily understand your current status in meeting your financial covenants.
Refer to Sections 501.13.b.2 and 501.13.c . of the Financial Reporting
Codification for guidance.  Please also conf irm to us and revise your disclosure in
future filings to clarify that the disclose d amount available under the credit facility
is the amount that would not  result in a violation of your financial covenants.

Consolidated Statements of Income, page 51
8. In future filings, please revise your presen tation of minority interest in share of
earnings to include this line item after th e income tax expense line item.  Refer to
Rule 5-03(b)(12) of Regul ation S-X for guidance.

1.  Significant Accounting Policies, page 55
 Revenue Recognition, page 56

9. We note from Earth Tech’s audited financ ial statements included in Exhibit 99.1
to your Form 8-K/A filed on October 10, 2008, that Earth Tech entered into a
number of arrangements referre d to as DBO contracts, th at were accounted for as
multiple element arrangements in accordance with EITF 00-21.  We further note they also entered into contracts they referred to as DBFO arrangements, which
were also accounted for as multiple element arrangements under EITF 00-21.

Mr. Dionis
AECOM Technology Corp February 6, 2009 Page 5
However, you have not provided a re venue recognition accounting policy for
these arrangements in your fiscal year  2008 financial statements, which Earth
Tech has been consolidated since its acquisition on July 25, 2008.  Please confirm
to us that these contracts are immaterial  to your revenues for fiscal year 2008.
Otherwise, please include your  policy for recognizing reve nues for these contracts
in future filings.  Please also consider the need to provide disclosure of the
productive assets related to the DBFO arrangements.  Please provide us with the
disclosures you intend to include in future filings.

Goodwill and Related Intangible Assets, page 58

10. We note the following disclosure in your policy footnotes:  “During the first step,
the Company estimates the fair value of the reporting unit and compares that amount to the carrying value of that re porting unit’s goodwill.”  Please confirm to
us that your testing for goodwill complies with the requirements in paragraph 19
of SFAS 142 and revise your disclosure s in future filings, as appropriate.

3.  Acquisitions, page 62

11. We note that you completed 14 business ac quisitions during fiscal year 2008 and
11 business acquisitions during fiscal y ear 2007.  We further note that you have
aggregated your business acqui sitions disclosures for these two fiscal years.
Further we note that one of your key strategies to grow your business is
complementary acquisitions.  In this re gard, we note your discussion of your
results of operations in which you attr ibute 44.3% of your 22.6% increase in
revenues for fiscal year 2008 to your acqui sitions.  As such, please revise your
business acquisitions disclosures to address the following in future filings:

• Provide the disclosures required by paragraph 51 of SFAS 141 for each
material acquisition.  In this regard, we note your disclosure on page 27 that
your largest acquisitions for fiscal ye ar 2008 was Tecsult during the second
quarter, Boyle during the third quarte r and Earth Tech during the fourth
quarter.  Please further note the disclo sure requirements of paragraph 52 of
SFAS 141, if a material portion of th e purchase price was assigned to
goodwill and other intangible assets.  For example, we note that you have provided a portion of the disclosures required by paragraph 51 of SFAS 141
for your acquisition of Earth Tech.  For this acquisition, please revise your disclosure to provide the following ad ditional information on a disaggregated
basis:
ƒ Provide a description of Earth T ech’s business (par agraph 51.a. of
SFAS 141).
ƒ Explain your reasons for acquiring Earth Tech, which should
include a detailed explanation for the significant amount of
goodwill recognized (paragraph 51.b. of SFAS 141).

Mr. Dionis
AECOM Technology Corp February 6, 2009 Page 6
ƒ Clarify that the purchase price was paid in cash (paragraph 51.d. of
SFAS 141).
ƒ Disclose the preliminary/final purchase price allocation to the
assets and liabilities acquired, including disclosure of the
intangible assets acquired by categ ory (paragraphs 51.e. and 52 of
SFAS 141).  Please note that this  disclosure should include
liabilities and assets recognized  for unfavorable or favorable
contracts acquired.
ƒ Clarify the impact the settlement of working capital adjustments
had on the purchase price allocation.   If these adjustments have not
been settled, state as such and di sclose the impact the settlement
may have on your purchase pric e allocation (par agraph 51.f. of
SFAS 141).
ƒ For preliminary purchase price allocations, disclose the specific
valuations you need to complete and the potential impact the results of these valuations may have on the purchase price
allocation.  Once the purchase price has been finalized, disclose the
nature and amounts of any materi al adjustments made to the
preliminary purchase price allo cation (paragraph 51.h. of SFAS
141).
• For all other acquisitions that you deem to be immaterial individually but are
material in the aggregate, please prov ide the disclosures required by paragraph
53 of SFAS 141.  Please note that pa ragraph 53 of SFAS 141 requires a
description of each entity acquired.
  Please provide us with the disclosures you intend to include in future filings.
 10.  Joint Ventures and Variable  Interest Entities, page 72

12. We note that your share of earnings from unconsolidated joint ventures is 9.3% of
income from operations for fiscal year  2008.  We further note that you have two
types of equity method joint ventures:  (1 ) those that are formed with little or no
capital contribution and for the purpose of marketing you and the other members
for a third-party customer contract, and (2) those that are formed with capital
contributions and have their own employ ees and operating expenses.  Given these
differences and the materiality of the earnings from these joint ventures, please provide the disclosures in paragraph 20 of  APB 18 separately for these two types
of joint ventures in future filings.

13.  Other Financial Information, page 80

13. We note that your accrued contract cost s increased 26.4% during fiscal year 2008
as compared to fiscal year 2007.  In futu re filings, please expl ain what these costs

Mr. Dionis
AECOM Technology Corp February 6, 2009 Page 7
represent (e.g., contract losse s recognized when known).  If these costs represent
contract losses and the recognition of cont ract losses is material to your gross
profit, please include a discussion of th e contract losses recognized during each
period presented either in your  footnotes or within MD&A.

15.  Long-Term Debt, page 81

14. We note that your unsecured revolving cred it facility has a variable rate of
interest.  In future filings, please disclose the average interest rate used.  Refer to
Rule 5-02(22)(a) of Regulation S-X for guidance.

16.  Stock Plans, page 83
15. In future filings, please revise your disc