SecProbe.io

January 27 , 2017
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, 2016
Filed November 16, 2016
File No. 0-5242 3

Dear Mr. Rudd :

We have reviewed your filing and have the following  comments.  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 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 circums tances, please tell us why in your response.

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

Form 10 -K for th e fiscal year  ended September 30, 2016

Management’s Discussion and An alysis of Financial Condition an d Results of Operations, page
37
Consolidated Results, page 45

1. As previously requested, please provide an analysis of the material factors impacting the
effective tax rate for each period presented, including whether the factors are expected to
have a continuing impact.  Other than your analysis of the reversal of the valuation
allowance, it would appear an analysis should have been provided for the exclusion of
tax on non -controlling interests, income tax credits and ince ntives, foreign tax rate
differential, tax exempt income, changes in tax rates, and foreign residual income line
items from your reconciliation on page 112.  Please refer to Item 303(a)(3) of
Regulation S -K and Section 501.12.b.4. of the Financial Reportin g Codification for
guidance along with comment 3 in our letter dated December 17, 2015, and your
corresponding response letter dated January 20, 2016.

Mr. Rudd
AECOM
January 27 , 2017
Page 2

 Note 6 - Joint Ventures and Variable Interest Entities, page 93

2. We note that equity in earnings of joint ventures is 8 3% of income before income tax
(benefit) expense.  Please confirm that none of your equity method investments meet the
significance thresholds referenced in Article 3 -09 of Regulation S -X for any of the three
fiscal years presented.

Note 16  – Other Financial Information, page 117

3. We note your disclosure that you recorded revenue and a non -current asset related to the
expected accelerated recovery of a pension related entitlement from the federal
government of approximately $50 million. Please tell us  and expand your disclosures to
discuss the nature and reasons behind the entitlement and the facts and circumstances
that gave rise to its recovery from the federal government. In providing your response,
please tell us how you deter mined the entitlement met the characteristics to be classified
as revenue .

Item 9A. Controls and Procedures, page 135

4. Please tell us how you determined that the material weakn ess identified as of September
30, 2015 , did not impact your conclusion regarding  the effectiveness of your disclosure
controls and procedures, as defined in Exchange Act Rules 13a -15(e) and 15d -15(e).
Please also refer to SEC Release No. 33 -8238, Final Rule: Management’s Report on
Internal Control Over Financial Reporting and Certification of Disclosure in Exchange
Act Periodic Reports, which states that disclosure controls and procedures will include
those components of internal control over financial reporting that provide reasonable
assurances that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles.

5. We note that you amended your fiscal year 2015 Form 10 -K on August 10, 2016, to
identify a material weakness as of September 30 , 2015.  Please provide us with a
comprehensive discussion of the control deficiencies and the nature of the material
weakness, including when the material weakness first began, and how you discovered
the control deficiencies that led to the material weakness.  As  part of your response,
please tell us if these were identified control deficiencies  as of Sept ember 30 , 2015 or
earlier that were not raised to the level of a material weakness until the filing of your
amendment to the 2015 Form 10 -K.

6. We note that you determined the material weakness led to an immaterial error that you
recognized during the third quarter of fiscal year 2016.  The disclosures in Note 1 to this
Form 10 -Q notes that errors relate to acquisition accounting for URS Corporation, which
was acq uired on 10/17/14.  Please provide us with a comprehensive explanation of the
errors identified and the correction you made to your consolidated balance sheet and
statement of operations, including how those errors stem from the mat erial weakness as
of Sep tember 30 , 2015.  Your response should also address why you identified the

Mr. Rudd
AECOM
January 27 , 2017
Page 3

 changes to the balance sheet accounts as an error in acquisition accounting rather than
post-measurement period items that would be reflected in your consolidated statement of
opera tions.

7. Please help us understand how your description of the changes in internal control over
financial reporting that occurred during the fourth quarter of fiscal year 2016 to address
the material weakness identified and disclosed in the amended 2015 F orm 10 -K filed on
August 10, 2016, adequately explains to investors the specific changes to your control
environment.

Form 8 -K Filed November 14, 2016

8. Please present the most comparable GAAP measure with equal or greater prominence
when presenting a no n-GAAP measure in accordance with Item 10(e)(1)(i)(a) of
Regulation S -K.  In this regard, we note your presentation of the year -over-year percent
change non -GAAP presentations, effective tax rate for adjusted earnings under the Tax
Rate section, free cash flow under the Cash Flow section.  See the guidance in  Question
102.10 of the updated  Non-GAAP Compliance and Disclosure Interpretations  issued on
May 17, 2016 .

9. Please provide a quantitative reconciliation with respect to your forward looking non -
GAAP  effective tax rate  and interest excluding amortization of deferred financing fees
guidance, or provide the disclosures required when the reconciliation is omitted  per Item
10(e)(1)(i)(b) of Regulation S -K.  See the guidance in  Question 102.10 of the updat ed
Non-GAAP Compliance and Disclosure Interpretations  issued on May 17, 2016 .

10. Please tell us how you considered the guidance in Question 100.03 of the updated Non
GAAP Compliance and Disclosure Interpretations issued on May 17, 2016 for y our non-
GAAP measures that exclude losses and expenses related to the URS acquisition, but  do
not appear to provide  for adjustments to exclude  income or gains related to your
acquisitio n of URS. Examples include the margin fair value liability and the favorable
resolution of legal matters.

Definitive 14A
Summary Compensation Table, page 61

11. Item 402 of Regulation S -K requires that you quantify in a footnote any perquisite “that
exceeds  the greater of $25,000 or 10% of the total amount of perquisites and personal
benefits for that officer.”   It appears from your disclosure that you may have perquisites
that require quantification.   If so, please provide the staff with revised disclosure in your
response and revise future filings to provide this information for investors.

Mr. Rudd
AECOM
January 27 , 2017
Page 4

 We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or a bsence of
action by the staff.

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.  Please contact Kathryn
McHale at (202) 551 -3464, or in her absence, Pamela Long at (202) 551 -3765 with any other
questions.

Sincerely,

 /s/ Terence O ’Brien

Terence O’ Brien
Accounting Branch Chief
Office of Manufacturing and
Construction