SecProbe.io

February 22, 2013
Via E -mail
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 Fis cal Year Ended September 30, 2012
  Filed November 19 , 2012
  File No . 0-52423

Dear Mr. Dionisio :

We have limited our review to only your financial statements and related disclosures and do
not intend to expand our review to other portions of your documents.  Please respond to this letter
within ten business days by providing the requested information, or by advising us when you will
provide the requested response.   If you do not believe our comments app ly to your facts and
circumstances please tell us why in your response.  After reviewing the information you provide
in response to these  comments, we may have  additional comments.

Item 7. Management’s Discussion and Analysis, page 29

1. We note you recorded a fourth quarter goodwill impairment charge of $336 million
which was material relative to your $53.6 million operating income for the year and your
$199.1 million operating loss for the quarter. It appears that the adverse impact on e quity
exceeded 10%.   Based on your disclosure on page 72 of your Form 10 -K, $155 million of
the charge is related to your Professional Technical Services segment and $181 million is
related to the Management Support Serv ices segment. In your Form 8 -K earni ngs release
for the quarter ended March 31, 2012, filed May 3, 2012, you state that you  saw strength
in your Professional Technical Services segment and noted challenges in your
Manag ement Support Services segment.  We note that your Management Support
Services segment reported negative gross profit for the three and six months ended March
31, 2012 of $(10.2) and $(4.7) million, respectively.  We note that your Professional
Technical Services reported relatively flat gross profit and sales for the three and six
mont hs ended March 31, 2012 , as compared to the same periods in 2011. In your Form 8 -
K earnings release for the quarter ended June 30, 2012, filed August 7, 2012, you state
that although o perating income for your Management Support Services segment  declined
by 80%, on a sequential basis, operating income grew 92% consistent with your recovery
plan for this segment .  You also reaffirmed your EPS outlook for fiscal year 2012 of
$2.30 to $2.45 , while your actual fiscal year 2012 basic and diluted EPS was $ (0.52).
You also stated that i n the fourth quarter  you exp ected typical seasonal improvement in

Mr. Dionisio
AECOM Technology Corporation
February 22, 2 013
Page 2

 your Professional Technical Services segment and continued recovery in your
Manag ement Support Services segment .  We note that your Management Support
Services segment  reported negative gross profit for the three and nine months ended June
30, 2012 of $(3.0) and $(7.7) million, respectively.  We note that your Professional
Technical Services reported relatively flat gross profit and stable sales for the three and
nine months ended Ju ne 30, 2012 , as compared to the same periods in 2011.

Given your disclosures throughout fiscal year 2012 it is unclear whether you provided
investors with sufficient forewarning that your goodwill could be materially impaired,
generating your first net lo ss in ten years.  We note on page 40 of your Forms 10 -Q for
the quarters ended March 31, and June 30, 2012, you provide a risk factor for goodwill
impairment.  However, the risk factor at each period appears to be generic and did not
appear to identify spec ific known risks and the amounts of corresponding assets whose
recoverability was reasonably expected to be specifically impacted by those risks.  Given
your material and possibly unexpected goodwill charge, please tell us and disclose in
future filings the  events and circumstances that you consider in evaluating whether to test
for impairment more than annually.  Your discussion in future filings should identify
negative trends and why such trends didn’t trigger a test for impairment.  Refer to ASC
350-20-35-28.  Please tell us whether you tested goodwill for impairment at March 31,
and/or June 30, 2012, if not, please tell us the qualitative factors that suggested testing
was not required.  In this regard, we note in your Form 8 -K earnings release for the
quarter ended September 30, 2012, filed November 13, 2012, that you attributed t he
impairment in your Management Support Services segment largely to the loss of revenue
due to the precipitous drawdown of troops in Iraq during 2012 .   Please tell us whether
you considered the impact of the drawdown of troops at March 31 and/or June 30, 2012
in assessing whether goodwill could be impaired, as we assume that management was
aware and not surprised by the drawdown in troops, given the coverage of this issue in
the U.S news.

2. So that we may assess your compliance with  Item 303 of Regulation S -K, and Sections
216, 501.02 and  501.12.b.3, 501.12.b.4, and 501.14 of the Financial Reporting
Codification re garding forewarning disclosures , please tell us when it bec ame a pparent to
you that you would not meet your EPS guidance that you provided in your Form 8 -K
filed August 7, 2012, or experience the fourth quarter  improvement in your Professional
Technical Services segment and recovery in your Manag ement Support Services
segment .

3. As noted above you incurred a material impairment charge of $336 million that caused
you to report a net loss for the year ended September 30, 2012.  It appears there was
limited disclosure in your periodic and current reports in the preceding mo nths that
forewarned investors of the possibility that your goodwill could have been materially
impaired. In an effort to provide investors with useful and timely information, in future
filings please address the following:

Mr. Dionisio
AECOM Technology Corporation
February 22, 2 013
Page 3

  Identify the acquired business the goodwill relates to and the carrying value of the
corresponding reporting unit before and after the impairment charge.
 Disclose if the business had been generating positive cash flows historically, when
cash flows began to decline, when the business began generating negative cash flows,
and when the business is expected to begin generating positive cash flows, if at all.
 Disclose the adverse business, competitive and economic factors that lead to the
significant decline in the reporting unit’s fair value (i.e., an inflated purchase price,
issues integrating the business, unanticipated decline in business and competitive
factors , etc) and an explanation as to why you determined that you would not be able
to overcome those adverse factors.
 Disclose the assumptions that were materiality impacted by the qualitative factors,
including the value of the assumptions for the fisc al year 2011 impairment test as
compared to the revised value of the assumptions for the fiscal year 2012 impairment
test.
Please provide us your draft disclosure that you intend to include in future filings.

4. In periods that you recognize material impair ment charges please provide a more robust
disclosure that informs investors about the specific economic factors that contributed to
the impairment, including information related to your current and previous expectations.
At a minimum your future disclosur e should address the following:
 For each impaired reporting unit, please discuss how actual results did not meet or
exceed previous expectations derived from your annual impairment test or results that
were initially expected when you acquired the business ;
 Provide insight into how you determined that future conditions would not meet or
exceed your previous  expectations;
 Discuss the carrying value of the remaining assets along with the fair value of such
assets; and
 Discuss material assumptions that changed  from your last impairment test and the
reasons for such change.

Statements of Operations, page 60

5. Rule 5 -03.8 of Regulation S -X requires that interest expense be separately presented on
the face of the  Statement of Income . Absent a clarifying disclosure, it is unclear whether
your calculation and presentation of  net interest  materially differ s from the caption
defined in the Rule . Please revise future filings to separately present interest expense, as
defined, or to provide  a quantified  footnot e disclosure that enables investors to
understand the specific amounts which comprise this account .

Note 8, page 75

6. In future filings, please expand the summarized financial information of your
unconsolidated joint ventures to include the additional oper ating results measures
outlined in Article 1 -02(bb)(1)(ii) of Regulation S -X.

Mr. Dionisio
AECOM Technology Corporation
February 22, 2 013
Page 4

 7. Please provide us with the 2012 significance tests outlined in Article 3 -09 of Regulation
S-X.

We urge all persons who are responsible for the accuracy and adequacy of the disc losure in the
filing to be certain that the filing includes the information the Securities Exchange Act of 1934
and all applicable Exchange Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disc losure, 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 accura cy 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

 the company may not assert staff comments as a defense in any  proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

 You may contact Tracey McKoy, Staff Accountant, at (202) 551 -3772 or, in her absence , Al
Pavot, Staff Account ant, at (202)551 -3738 or, the undersigned at (202) 551 -3355 if you have
questions regarding comments on the financial statements and related matters.

Sincerely,

        /s/ Terence O ’Brien

        Terence O’Brien
        Accounting Branch Chief