SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

January 28, 2011

via U.S. mail and facsimile

John M. Dionisio, Chief Executive Officer  AECOM Technology Corporation 555 South Flower Street, Suite 3700 Los Angeles, California 90071
 RE: AECOM Technology Corporation
  Form 10-K for the Fiscal Ye ar Ended September 30, 2010
  Filed November 22, 2010
  File No. 0-52423
Dear Mr. Dionisio:

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested response.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
 Form 10-K for the Fiscal Year Ended September 30, 2010

Business, page 1

1. We note your disclosure on page 13 that  most government contracts may be
modified, curtailed or terminated by the government either at its discretion or
upon the default of the contractor.  We fu rther note on pages 6 and 13 that for the
year ended September 30, 2010, 26% of the company’s revenue was derived
through direct contracts with agencies of  the U.S. federal government and that
73% was derived from contracts with agen cies and departments of national, state
and local governments.  In future filings , please describe any material portion of
the business that may be subject to rene gotiation of profits or termination of

Mr. Dionisio
AECOM Technology Corporation January 28, 2011 Page 2
contracts or subcontract s at the election of the government.  See Item
101(c)(1)(ix) of Regulation S-K.

Geographic Information, page 12

2. In addition to the information require d by Item 101(d)(1) of Regulation S-K,
please consider including in your future  filings, subtotals of revenues and long-
lived assets for your operations in Eur ope, the Middle East, and Asia/Pacific
regions, or by countries or groups of countries within t hose regions.  We note that
you have included a cross-reference to not e 22 of your financial statements in
response to Item 101(d)(1), which shows revenue and long-lived assets for the
United States and for foreign countries as  a group.  However, please note that
Item 101(d) of Regulation S-K also permits you to provide subtotals of
geographic information about groups of countries.  We note that management
discussed performance and outlook in key markets and countrie s outside of the
United States in its Q4 2010 earnings call.  Given that historical and expected
growth and trends vary considerably among these markets, investors may find
subtotaled information helpful.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 26

Overview, page 26

3. In future filings, please consider incl uding information in your overview section
that discusses the most important matters on which management focuses in evaluating the company’s operating perf ormance and financial condition, and
provides context for the discussion of th e financial statements.  An overview
section should provide insight into mate rial opportunities, challenges and risks,
such as those presented by known materi al trends and uncertainties, on which
management is most focused, as well as the actions they are taking to address these opportunities, challenges and risks.  For example, on your Q4 2010 earnings call, we note that management discusse d operating priorities for fiscal year 2011,
the impact of an uneven global economic  recovery on the company’s revenues in
various key markets, as well as trends im pacting the outlook for further growth in
particular countries or regions.  We belie ve that a discussion of this type of
information in MD&A would enhance i nvestors’ understanding of the company
through the eyes of management.  Pl ease see the Commission’s interpretive
guidance regarding MD&A disclosure s in Release 33-8350 (Dec. 19, 2003) for
more information.

4. We note your disclosure of the non-GAAP m easure “revenue, net of other direct
costs” on page 27.  In future filings, please briefly explain why management
believes that presentation of the non- GAAP financial measure provides useful

Mr. Dionisio
AECOM Technology Corporation January 28, 2011 Page 3
information to investors regarding yo ur financial condition and results of
operations.  See Item 10(e)(1)(i)(C).

5. In future filings, please quantify the impact  of each factor that impacts a financial
statement line item.  For example, it is unclear how significantly your gross profit,
as disclosed on page 35, was impacted  by your continuing cost efficiency
initiatives, the integration of your ac quisitions, the lower margins in your MSS
segment, and the changes in foreign exch ange rates.  Please revise your MD&A
accordingly in future filings to separa tely quantify the specific reasons for
material fluctuations between all pe riods presented wherever possible.
 Liquidity and Capital Resources, page 45

6. We note your disclosure regarding your credit facilities on pages 47 and 48.  In
future filings, please provide more information relating to the affirmative and negative financial covenants for each credit facility and the unsecured senior notes.  For the unsecured revolving credit  facility, please also disclose the
negative covenants relating to your  net worth and leverage.
 Schedule II

7. You disclose on page 45 that your days  sales outstanding (D SO) at September 30,
2010, was 89 days compared to 78 days at September 30, 2009.  In this regard we
note that receivables comprise over 100% of total equity.  In future filings please
provide a Schedule II for your allowance for doubtful accounts to allow investors to assess the adequacy of the allowance re lative to charge-offs.  Refer to Rule 5-
04 and Rule 12-09 of Regulation S-X for guidance.   We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.

 In responding to our comments, please  provide a written statement from the
company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

Mr. Dionisio
AECOM Technology Corporation January 28, 2011 Page 4
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
  You may contact Tracey McKoy, Staff A ccountant, at (202) 551-3772 or, in her
absence Al Pavot at (202) 551-3738, or th e undersigned Accounting Branch Chief at
(202) 551-3355 if you have questions regard ing comments on the financial statements
and related matters.  Please contact Jessica Ka ne at (202) 551-3235 w ith 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