SecProbe.io

December 17 , 2015
Mail Stop 4631

Via E -mail
Mr. Troy Rudd
Chief Financial Officer
AECOM
1999 Avenue of the Stars, Suite 2600
Los Angeles, CA. 90067

Re: AECOM
 Form 10 -K for Fiscal Year Ended September 30, 2015
Filed April 30 , 2015
File No. 0-52433

Dear Mr. Rudd :

We have reviewed your filing and have the following  comments.  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 .  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by providin g 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, please tell us why in your response.

After reviewing the information you provide in r esponse to these comments, we may
have additional comments.

Form 10 -K for th e fiscal year  ended September 30, 2015

Item 1. Business, page 2

1. We note your disclosure that you have formed AECOM Capital as an investment fund to
invest in public -private partnership and private -sector real estate projects for which you
can provide a fully integrated solution including equity capital. Please tell us more about
AECOM Capital’s business purpose and operations.  It is unclear from the disclosures
whether AECOM Capital is a member/partner of joint ventures created with other
business es, or if it creates funds and obtains capital commitments from equity inve stors
with those capital commitments used to make investments on behalf of its partners/
members (i.e., asset management business).  If AECOM Capital’s business is asset
management, please tell us the number of funds created, the amount of capital
commitmen ts received from external investors, the amount of capital commitments
called, and the amount of your commitments and called commitments in the funds.

Mr. Rudd
AECOM
December 17 , 2015
Page 2

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
36

Critical Accounting Policies, page 39

2. We note your disclosures that your deferred tax assets are reduced by a valuation
allowance when it is more likely than not that a portion of a deferred tax asset would not
be realized. We further note that based on your Note 17, your valuation allowance
increased significantly from $27.1 million as of September 30, 2014 , to $239.4 million
as of September 30, 2015 , driven primarily by an increase related to a valuation
allowance of $182 million that was recorded in relat ion to the URS acquisition. Please
expand your disclosures to specifically describe the nature of the underlying deferred tax
assets that had a corresponding valuation allowance recorded. Additionally, please
expand your disclosures to specifically highlig ht the positive and negative evidence you
considered in arriving at the conclusion that it is more likely than not that $182 million
of acquired deferred tax assets would not be realized. To the extent applicable, please
highlight any material jurisdiction s you operate in that impacted your determination and
total valuation allowance recorded. Please refer to  Item 303 of Regulation S -K and
Section 501.14 of the Financial Reporting Codification for guidance.

Consolidated Results, page 44

Results of Operations by Reportable Segment, page 47

3. We note your discussion and analysis of  the change in  income tax  (benefit)  expense for
fiscal year ended September 30, 2015 , when compared to September 30, 2014 , on page
47. Please expand your disclosures  to quantify all the material factors disclosed and
provide a more meaningful analysis discussing the reasons behind each and whether the
material factors impacting  the effective tax rate are expected to have a continuing
impact. Please refer to Item 303(a )(3) of Regulation S -K and Section s 501.12 .b.3 and
501.12.b.4.  of the Financial Reporting Codification for guidance.

4. Comments 1 and 2 in our letter dated January 22, 2015, requested that your discussion
and analysis of segment results provide investors wi th an understanding of all material
factors contributing to the changes and quantify those changes when providing your
analysis for  revenue and gross profit for each period presented. In your response letter
dated February 26, 2015, you stated, “ The Compan y will continue to refer to Item
303(a)(3)  of Regulation S -K and Section  501.12.b. of the Financial Reporting
Codification for future filings to ensure that the Management’s Discussion and Analysis
section discloses all events, transactions or changes that  materially affect its results of
operations. …” However, we continue to note areas where there appears to be a lack of
disclosure  and/or analysis  around the factors impacting your revenue and gross profit for
at the consolidated and  segment  level s. For exa mple :

Mr. Rudd
AECOM
December 17 , 2015
Page 3

  Your analysis of  revenue for Design and Consulting Services  (DCS)  for fiscal
years 2015 versus 2014 notes the changes in revenues for your various regions
but does not explain the facts and circumstances contributing to the $220
million decrease in Americas, the $110 million decrease in Asia Pacific, or the
$100 million increase in EMEA.
 Your discussion for DCS gross profit margin provides sufficient information
to understand the impact of the acquisition of URS but does not address the
facts and cir cumstances impacting organic gross profit margin.
 Subcontractor services have increased from your disclosure on page 75, but
you did not include a discussion of the impact this increase has had on your
gross profit margin.
 Your discussion of gross profit  did not mention the impact of the $96.9
million recognized from the margin fair value liability recognized in
connection with the acquisition of URS, which positively impacted gross
profit by 18.1% for fiscal year 2015.

As such, we continue to request th at you provide investors with a more comprehensive
analysis of your operating results at the consolidated and segment levels by quantifying
and discussing the impact of all the material factors. Please refer to Item 303(A)(3)(iii)
of Regulation S -K and Section s 501.12.b.3 . and 501.12.b.4. of the Financial Reporting
Codification for guidance.

Note 1 – Significant Accounting Policies

Revenue Recognition, page75

5. We note that you recognize revenues from fixed -price, from cost reimbursable contracts,
guaran teed maximum price contracts and from service -related contracts with differing
recognition policies and levels of risk.   Please provide sufficient information to allow a
reader to understand the contribution of each revenue stream to the total amount of
revenue recognized (e.g., the percentage of revenue that relates to the four revenue
streams) for each period presented.

6. Please expand your disclosure for estimated losses on uncompleted contracts to clarify
that the amount is included in cost of revenue and disclose the amount of the provision
for estimated losses on uncompleted contracts for each period presented.   Please refer to
ASC 605 -35-45-2 for guidance.

7. We note your disclosure that the accuracy of the estimates could impact your revenue
recogniti on given the application of a cost to cost approach in applying the percentage of
completion method of revenue recognition. Please provide the disclosures required by
ASC 605 -35-50-9 and ASC 250 -10-50-4 for each period presented. If they are not
considered material please include a statement to such effect in your disclosures.

Mr. Rudd
AECOM
December 17 , 2015
Page 4

Note 4 - Business Acquisitions, Goodwill and Intangible Assets

8. We note your disclosure that as part of your acquisition of URS you recorded a margin
fair value liability  of $148.1 million that is included in billings in excess of costs on
uncompleted contracts liability as of the acquisition date on October 17, 2014, with the
remaining liability balance of $51.2 million as of September 30, 2015, which is expected
to be re cognized in revenue over the next five years on a percentage of completion basis
as the applicable projects progress. Please tell us the specific nature of the underlying
margin fair value liability and the specific reasons for the Company recognizing $96.9
million or 65% of the initial carrying amount in its consolidated statements of operations
for fiscal year 2015 given the remaining balance is expected to  impact earnings over the
next five years.

Note 8 – Pension Benefit Obligations, page 92

9. Please provid e the disclosures required by ASC 715 -80-50-2 and ASC 715 -80-50-5 for
your multiemployer pension plans.

Note 19 - Commitments and Contingencies, page 113
10. Please expand your disclosures to provide the estimate of the amount or range of
additional loss that is reasonably possible in excess of amounts already recognized for
your loss contingencies associated with the USAID Egyptian Projects, Canadian
Pipeline Contract, Waste Isolation Pilot Plant Environmental Incidents, and Tishman
Inquiry in accordance with the guidance in ASC 450 -20-50-4.  You may provide this
disclosure on an aggregate basis.  If an estimate cannot be made, please disclose this
fact, and supplementally tell us (a) the procedures you undertake on a quarterly basis to
attempt to develop a ran ge of reasonably possible loss for disclosure and (b) the specific
factors that are causing your inability to estimate and when you expect those factors to
be alleviated for each matter.  We recognize that there are a number of uncertainties and
potential outcomes associated with loss contingencies.  Nonetheless, an effort should be
made to develop estimates for purposes of disclosure, including determining which of
the potential outcomes are reasonably possible and what the reasonably possible range
of los ses would be for those reasonably possible outcomes.

11. We note your disclosures regarding the DOE Deactivation, Demolition, and Removal
Project.  Please expand your disclosure to clarify how the claims have been recognized
in your consolidated financial sta tements along with the amounts.

12. We note your disclosure related to your AECOM Australia matter whereby on July 10,
2015 , you entered into a Deed of Release settling the respective lawsuits with the RCM
applicants and Portigon AG. We further note your disclosure that management could not
determine a potential range of loss for this matter through the third quarter of fiscal year
2015. Please tell us the amount of the settlement, the time table surrounding the

Mr. Rudd
AECOM
December 17 , 2015
Page 5

 settlement discussion; and why you were  unable to estimate the amount or range of
reasonably possible loss for purposes of disclosure in your third quarter of fiscal year
2015 Form 10 -Q considering you entered into a settlement agreement on July 10, 2015,
prior to when this Form 10 -Q was filed.

13. We note your disclosures for the AECOM Australia class action lawsuit and DOE
Hanford Nuclear Reservation, in which you state, “[t]he resolution of these matters
cannot be determined at this time…”  Please tell us what you mean by this statement.  In
this regard, ASC 450 -20-50-4 does not require the amount or range of reasonably
possible loss to be estimated with precision or certainty.

Note 23 – Condensed Consolidating Financial Information, page 121

14. We note your disclosure that the guarantor subsidiaries are “wholly owned.”  Please
confirm that the guarantor subsidiaries are “100% owned”, as defined in Rule 3 -10(h)(1)
of Regulation S -X, and revise your disclosures in future filings in accordance with Rule
3-10(f) of Regulation S -X.  Please ref er to Rule 1 -02(aa) of Regulation S -X for the
definition of

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 a nd all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts 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

 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.

Mr. Rudd
AECOM
December 17 , 2015
Page 6

 You may contact Ameen Hamady , Staff Accountant, at (202) 551 -3891, or in his
absence,  Tracey Houser , at (202) 551 -3736  or me 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
Office of Manufacturing and
Construction