SEC Comment Letter for AECOM (ACM) — Oct 27, 2009
AECOM
Date: Oct. 27, 2009 · CIK: 0000868857 · Accession: 0000000000-09-060419
AI Filing Summary & Sentiment
File numbers found in text: 000-52423
Referenced dates: August 21, 2009, June 30, 2009
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-4631 DIVISION OF CORPORATION FINANCE Mail Stop 4631 September 16, 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 August 21, 2009 and have the following additional comments. If you disagree , we will consider your explanation as to why our comment is inapplicable. Form 10-K for the Fiscal Year Ended September 30, 2008
21. Reportable Segments and Geographic Information, page 89
1. We note your response to comment 3 in our letter dated June 30, 2009, in which you believe your eight operating segments have similar economic characteristics, as discussed in paragraph 17 of SFAS 131. In this regard, we note your statement that you “have not noted any unusual tr ends in [y]our operating segments; therefore, [you] expect the similar characteri stics to continue in the near future.” Paragraph 17 of SFAS 131 states, in pa rt, “[o]perating segments often exhibit similar long-term financial performance if they have similar economic characteristics. For example, similar long-term average gross margins for two operating segments would be expected if their economic characteristics were similar.” Based on this guidance, it is unc lear how you concluded that all eight of your operating segments have similar economic characteristics, as you have stated you expect similar characteristics to conti nue in the near future rather the long- term.
Mr. Dionis AECOM Technology Corp September 16, 2009 Page 2 We also note your statement that “the gro ss margins have basically been within a plus/minus 10% range of our consolidated PTS gross margin.” It is unclear how a potentially 20% difference between opera ting segments’ gross margin would be considered similar. In this regard, we note the following trends in the operating segments operating results that do not appe ar to indicate similar economic trends:
• The increases in revenues for fiscal year 2008 as compared to fiscal year 2007 for five of your operating segments and the two operating segments identified as “other” varied signi ficantly with one of your operating segments reporting a decline in revenues. • We note these variances in revenues continued for the six-months ended June 30, 2009 as compared to the prior six-months period with one of the operating segments that did report an increase for fiscal year 2008 now reporting a significantly decline in revenues. • Revenues, net also reports large differe nces in growth for fiscal year 2008 as compared to fiscal year 2007 w ith two operating segments reporting material declines in revenues fo r the six-months ended June 30, 2009. • Gross margin, as defined, does not app ear similar for one of the presented operating segments and the two other operating segments when compared to the other five presented operating segments when compared to the low end of the range for the five presented operating segments. • For gross profit in accordance with U. S. GAAP as compared to total revenues and revenues, net also appear to show a differing trend in one of the presented operating segments and for the two other operating segments in comparison to the other five presented operating segments. • Gross profit in accordance with U.S. GAAP for the two other operating segments appear to represent a signi ficant portion of total PTS gross profit in accordance with U.S. GAAP for the six-months ended June 30, 2009. As previously requested, please explai n to us the temporary factors that caused theses differences in trends among the eight operating segments. If you are unable to identify temporary f actors causing the differences, please re- consider whether all eight of the operating segments should be aggregated into one reportable segment.
Please also note that the determination as to whether operating segments meet the quantitative thresholds should be de termined subsequent to determining whether operating segments may be aggr egated (i.e., operating segments that are not aggregated with other operati ng segments into a reportable segment are then assessed under paragraph 18 of SFAS 131). Please provide us with the separate operating results for these two operating se gments for fiscal years 2007 and 2008 and the nine-months ended June 30, 2009, including prior period comparisons. Please also provide us with updated interim information for each of the other six operating segmen ts. If you determine that these two
Mr. Dionis AECOM Technology Corp September 16, 2009 Page 3 operating segments should not be aggr egated with the other PTS operating segments and continue to not meet the quantitative thresholds, please refer to paragraphs 19 and 21 of SFAS 131 fo r their appropriate presentation. 2. Please provide us with a description of th e business activities of each of the eight operating segments within the PTS reportable segment.
Form 10-Q for the Fiscal Quarter Ended June 30, 2009
11. Reportable Segments, page 13
3. We note your response to comment 2 in our letter dated June 30, 2009, in which you state that you will provide the disclosures required by paragraph 26.a. of SFAS 131 in the footnotes to your consolid ated financial statements in future filings. However, this disclosure con tinues to be exclude d from your footnote disclosures. As previously requested, pleas e provide this disclosure in all future periodic reports. * * * *
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 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. 20549-4631
DIVISION OF
CORPORATION FINANCE
Mail Stop 4631
September 16, 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 August 21, 2009 and have the
following additional comments. If you disagree , we will consider your explanation as to
why our comment is inapplicable. Form 10-K for the Fiscal Year Ended September 30, 2008
21. Reportable Segments and Geographic Information, page 89
1. We note your response to comment 3 in our letter dated June 30, 2009, in which
you believe your eight operating segments have similar economic characteristics,
as discussed in paragraph 17 of SFAS 131. In this regard, we note your statement
that you “have not noted any unusual tr ends in [y]our operating segments;
therefore, [you] expect the similar characteri stics to continue in the near future.”
Paragraph 17 of SFAS 131 states, in pa rt, “[o]perating segments often exhibit
similar long-term financial performance if they have similar economic characteristics. For example, similar long-term average gross margins for two
operating segments would be expected if their economic characteristics were
similar.” Based on this guidance, it is unc lear how you concluded that all eight of
your operating segments have similar economic characteristics, as you have stated
you expect similar characteristics to conti nue in the near future rather the long-
term.
Mr. Dionis
AECOM Technology Corp September 16, 2009 Page 2
We also note your statement that “the gro ss margins have basically been within a
plus/minus 10% range of our consolidated PTS gross margin.” It is unclear how a
potentially 20% difference between opera ting segments’ gross margin would be
considered similar. In this regard, we note the following trends in the operating
segments operating results that do not appe ar to indicate similar economic trends:
• The increases in revenues for fiscal year 2008 as compared to fiscal year
2007 for five of your operating segments and the two operating segments identified as “other” varied signi ficantly with one of your operating
segments reporting a decline in revenues.
• We note these variances in revenues continued for the six-months ended
June 30, 2009 as compared to the prior six-months period with one of the operating segments that did report an increase for fiscal year 2008 now
reporting a significantly decline in revenues.
• Revenues, net also reports large differe nces in growth for fiscal year 2008
as compared to fiscal year 2007 w ith two operating segments reporting
material declines in revenues fo r the six-months ended June 30, 2009.
• Gross margin, as defined, does not app ear similar for one of the presented
operating segments and the two other operating segments when compared to the other five presented operating segments when compared to the low
end of the range for the five presented operating segments.
• For gross profit in accordance with U. S. GAAP as compared to total
revenues and revenues, net also appear to show a differing trend in one of
the presented operating segments and for the two other operating segments
in comparison to the other five presented operating segments.
• Gross profit in accordance with U.S. GAAP for the two other operating
segments appear to represent a signi ficant portion of total PTS gross profit
in accordance with U.S. GAAP for the six-months ended June 30, 2009.
As previously requested, please explai n to us the temporary factors that
caused theses differences in trends among the eight operating segments. If
you are unable to identify temporary f actors causing the differences, please re-
consider whether all eight of the operating segments should be aggregated into
one reportable segment.
Please also note that the determination as to whether operating segments meet
the quantitative thresholds should be de termined subsequent to determining
whether operating segments may be aggr egated (i.e., operating segments that
are not aggregated with other operati ng segments into a reportable segment
are then assessed under paragraph 18 of SFAS 131). Please provide us with
the separate operating results for these two operating se gments for fiscal years
2007 and 2008 and the nine-months ended June 30, 2009, including prior period comparisons. Please also provide us with updated interim information for each of the other six operating segmen ts. If you determine that these two
Mr. Dionis
AECOM Technology Corp September 16, 2009 Page 3
operating segments should not be aggr egated with the other PTS operating
segments and continue to not meet the quantitative thresholds, please refer to
paragraphs 19 and 21 of SFAS 131 fo r their appropriate presentation.
2. Please provide us with a description of th e business activities of each of the eight
operating segments within the PTS reportable segment.
Form 10-Q for the Fiscal Quarter Ended June 30, 2009
11. Reportable Segments, page 13
3. We note your response to comment 2 in our letter dated June 30, 2009, in which
you state that you will provide the disclosures required by paragraph 26.a. of SFAS 131 in the footnotes to your consolid ated financial statements in future
filings. However, this disclosure con tinues to be exclude d from your footnote
disclosures. As previously requested, pleas e provide this disclosure in all future
periodic reports.
* * * *
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
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