SEC Comment Letter for AECOM (ACM) — Jul 1, 2009
AECOM
Date: July 1, 2009 · CIK: 0000868857 · Accession: 0000000000-09-034949
AI Filing Summary & Sentiment
File numbers found in text: 000-52423
Referenced dates: April 7, 2009, June 4, 2009, March 26, 2009
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-7010 DIVISION OF CORPORATION FINANCE Mail Stop 7010 June 30, 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 your response letter dated June 4, 2009 and have the following additional comments. Form 10-K for the Fiscal Year Ended September 30, 2008
Critical Accounting Policies, page 27
Goodwill, page 29
1. We note your response to comment 1 in our letter dated April 7, 2009. Specifically we note your statement that your reporting units ar e at your operating segment level. We further note that your PTS reportable segment has various operating segments. As such, it would appear as though you have more than two reporting units for which goodwill is to be tested. Finally, we note your disclosure on page 29 in your fiscal y ear 2008 Form 10-K and your response letter dated March 26, 2009, which you state you onl y have two reporting units for which goodwill was tested for impairment. As such, it is unclear to us whether you tested goodwill for impairment at the ap propriate level. Please tell us the level at which you testing goodwill for im pairment during th e fiscal year 2008 testing. If you did not test goodwill for impairment at the appropriate level for fiscal year 2008 or any of the other years presented, please conduct the goodwill
Mr. Dionis AECOM Technology Corp June 30, 2009 Page 2 impairment analysis at the appropriate le vel in accordance with the guidance in SFAS 142. Please provide us with the de tailed results of the revised goodwill impairment analysis for each period pres ented, including the estimated fair value of each reporting unit, the carrying valu e of each reporting unit and the amount of goodwill allocated to each reporting un it. If you did not test goodwill for impairment at the appropriate level, pleas e provide us with your consideration of SFAS 154. Please also note that disclosure for the level at which you are testing goodwill for impairment should be included in your significant accounting policies footnote.
21. Reportable Segments and Geographic Information, page 89
2. We note the disclosures you intend to in clude in MD&A’s critical accounting policies section in partial response to comment 2 in our letter dated April 7, 2009. Please note that disclosures required by paragraph 26.a. of SFAS 131 should be included in the footnotes to your co nsolidated financial statements. 3. As previously requested in comment 2 in our letter dated April 7, 2009, please provide us with a detailed analysis as to how you determined your operating segments for the PTS reportable segmen t are properly aggregated. Refer to paragraph 17 of SFAS 131 with consider ation of the guidance in paragraphs 18- 24 of SFAS 131. For the similar economic ch aracteristics criter ia, please provide us with revenue, gross profit, gross prof it margins, income from operations, and income from operations margins, along with any other information you believe would be useful, for each of your operating segments for each of the five years ended September 30, 2008 and the 6-mont h periods ended March 31, 2009 and 2008 to help us understand how the a ggregated operating segments are economically similar. Specifically addre ss any differences in the trends these financial indicators depict (e.g., if gross profit marg in is decreasing for one operating segment and increasing for another).
* * * *
As appropriate, please respond to these co mments within 10 business days or tell us when you will provide us with a response. Please furnish a letter that keys your responses to our comments and provides any requested supplemental information. Detailed response letters greatly facilitate our review. Please file your response letter on EDGAR. Please understand that we may ha ve additional comments after reviewing responses to our comments. You may contact Tracey McKoy, Staff A ccountant, at (202) 551-3772 or, in her absence Tracey Houser at (202) 551-3736 or the undersigned Accounting Branch Chief at (202) 551-3355 if you have questions regard ing comments on the financial statements
Mr. Dionis AECOM Technology Corp June 30, 2009 Page 3 and related matters. Please contact Dorine Mi ller at (202) 551-3711 wi th any legal related questions. Sincerely, T e r e n c e O ’ B r i e n A c c o u n t i n g B r a n c h C h i e f
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
June 30, 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 your response letter dated June 4, 2009 and have the following additional comments. Form 10-K for the Fiscal Year Ended September 30, 2008
Critical Accounting Policies, page 27
Goodwill, page 29
1. We note your response to comment 1 in our letter dated April 7, 2009.
Specifically we note your statement that your reporting units ar e at your operating
segment level. We further note that your PTS reportable segment has various
operating segments. As such, it would appear as though you have more than two reporting units for which goodwill is to be tested. Finally, we note your
disclosure on page 29 in your fiscal y ear 2008 Form 10-K and your response letter
dated March 26, 2009, which you state you onl y have two reporting units for
which goodwill was tested for impairment. As such, it is unclear to us whether
you tested goodwill for impairment at the ap propriate level. Please tell us the
level at which you testing goodwill for im pairment during th e fiscal year 2008
testing. If you did not test goodwill for impairment at the appropriate level for
fiscal year 2008 or any of the other years presented, please conduct the goodwill
Mr. Dionis
AECOM Technology Corp June 30, 2009 Page 2
impairment analysis at the appropriate le vel in accordance with the guidance in
SFAS 142. Please provide us with the de tailed results of the revised goodwill
impairment analysis for each period pres ented, including the estimated fair value
of each reporting unit, the carrying valu e of each reporting unit and the amount of
goodwill allocated to each reporting un it. If you did not test goodwill for
impairment at the appropriate level, pleas e provide us with your consideration of
SFAS 154. Please also note that disclosure for the level at which you are testing
goodwill for impairment should be included in your significant accounting policies footnote.
21. Reportable Segments and Geographic Information, page 89
2. We note the disclosures you intend to in clude in MD&A’s critical accounting
policies section in partial response to comment 2 in our letter dated April 7, 2009.
Please note that disclosures required by paragraph 26.a. of SFAS 131 should be
included in the footnotes to your co nsolidated financial statements.
3. As previously requested in comment 2 in our letter dated April 7, 2009, please
provide us with a detailed analysis as to how you determined your operating
segments for the PTS reportable segmen t are properly aggregated. Refer to
paragraph 17 of SFAS 131 with consider ation of the guidance in paragraphs 18-
24 of SFAS 131. For the similar economic ch aracteristics criter ia, please provide
us with revenue, gross profit, gross prof it margins, income from operations, and
income from operations margins, along with any other information you believe
would be useful, for each of your operating segments for each of the five years ended September 30, 2008 and the 6-mont h periods ended March 31, 2009 and
2008 to help us understand how the a ggregated operating segments are
economically similar. Specifically addre ss any differences in the trends these
financial indicators depict (e.g., if gross profit marg in is decreasing for one
operating segment and increasing for another).
* * * *
As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response. Please furnish a letter that keys your
responses to our comments and provides any requested supplemental information.
Detailed response letters greatly facilitate our review. Please file your response letter on
EDGAR. Please understand that we may ha ve additional comments after reviewing
responses to our comments. You may contact Tracey McKoy, Staff A ccountant, at (202) 551-3772 or, in her
absence Tracey Houser at (202) 551-3736 or the undersigned Accounting Branch Chief at
(202) 551-3355 if you have questions regard ing comments on the financial statements
Mr. Dionis
AECOM Technology Corp June 30, 2009 Page 3 and related matters. Please contact Dorine Mi ller at (202) 551-3711 wi th any legal related
questions.
Sincerely,
T e r e n c e O ’ B r i e n A c c o u n t i n g B r a n c h C h i e f