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AECOM

555
South Flower Street, 37th Floor, Los Angeles, California 90071-2300

T
213.593.8000  F 213.593.8730  www.aecom.com

March 26, 2009

VIA EDGAR

Terence O’Brien

Accounting Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

  Re:

  AECOM Technology Corporation

  Form 10-K/A for the Fiscal Year Ended
  September 30, 2008

  Filed January 23, 2009

  Proxy Statement

  File No. 000-52423

  Filed January 23, 2009

Dear Mr. O’Brien:

This letter is in response to your comment letter dated February 6,
2009, regarding the above-referenced filings for AECOM Technology Corporation (“AECOM”
or the “Company”).  To assist your
review, we have retyped the text of the Staff’s comments in italics below.

Form 10-K/A
for the Fiscal Year Ended September 30, 2008

Critical
Accounting Policies, page 27

General

1.                                      We
note that you have defined pension benefit obligations under U.S. and
international plans with a combined projected benefit obligations of $559.3
million.  Please include your estimate of
the pension benefit obligations and expense as a critical accounting estimate
in future filings.  Such disclosure should
clearly explain the methods used to estimate your obligations and the expense
recognized, including the material assumptions used to make these
estimates.  Based on your footnote
disclosures, it would appear as though such assumptions include the discount
rate, salary increase rate and expected long-term rate of return, at a minimum.  Your disclosures should provide a sensitivity
analysis of those assumptions on your pension benefit obligations and
expense.  Refer to Section 501.14 of
the Financial Reporting Codification for guidance.  Please provide us with the disclosures you
intend to include in further filings.

The Company intends to include the following
disclosure in substantially the following form in its Critical Accounting
Policies in future filings:

“Pension Plans

The Company accounts for its defined benefit
pension plans in accordance with SFAS No. 87, “Employers’ Accounting for
Pensions,” as amended (“SFAS 87”). As permitted by SFAS 87, changes
in retirement plan obligations and assets set aside to pay benefits are not
recognized as they occur but are recognized over subsequent periods. In September 2006,
the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit
Pension and Other Postretirement Plans” (“SFAS 158”). This statement
amends SFAS 87 and requires that the funded status of plans, measured as
the difference between plan assets at fair value and the pension benefit
obligations, be recognized in the statement of financial position and that
various items be recognized in other comprehensive income before they are
recognized in periodic pension expense. The statement was adopted by the
Company in 2007 and resulted in a $20.8 million after-tax charge to
accumulated other comprehensive loss, which reduced shareholders’ equity.

A number of assumptions are necessary to determine our pension liabilities
and net periodic costs. These liabilities and net periodic costs are sensitive
to changes in those assumptions. The assumptions include discount rates,
long-term rates of return on plan assets and inflation levels limited to the
United Kingdom and are generally determined based on the current economic
environment in each host country at the end of each respective annual reporting
period. The Company evaluates the funded status of each of its retirement plans
using these current assumptions and determines the appropriate funding level
considering applicable regulatory requirements, tax deductibility, reporting
considerations and other factors. Based upon current assumptions, the Company
expects to fund between $XX million and $XX million for the fiscal year
200X. If the discount rate and return on plan assets were reduced by 25 basis
points, plan liabilities would increase by approximately $XX million and
$XX million, respectively, and plan expense would increase by approximately $XX
million. If inflation increased by 25 basis points, plan liabilities in the
United Kingdom would increase by $XX million and plan expense would increase by
approximately $XX million.

At each measurement date, all assumptions are reviewed and adjusted as
appropriate. With respect to establishing the return on assets assumption,
the Company considers the long term capital market expectations for each
asset class held as an investment by the various pension plans. In addition to
expected returns for each asset class, the Company takes into account standard
deviation of returns and correlation between asset classes. This is necessary
in order to generate a distribution of possible returns which reflects
diversification of assets. Based on this information, a distribution of possible
returns is generated based on the plan’s target asset allocation.

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Capital market expectations for determining the long term rate of
return on assets are based on forward-looking assumptions which reflect a
20-year view of the capital markets. In establishing those capital market
assumptions and expectations, the Company relies on the assistance of its
actuary and its investment consultant.
In light of current market events, the Company is reviewing whether
changes to the various plans’ target asset allocations are appropriate. If the
Company were to conclude that a change is appropriate, then the new target
allocations would be used as the basis for the assumption. A change in the
plans’ target asset allocations would likely result in a change in the expected
return on asset assumptions. In assessing a plan’s asset allocation strategy,
the Company considers factors such as the structure of the plan’s liabilities,
the plan’s funded status, and the impact of the asset allocation to the
volatility of the plan’s funded status, so that the overall risk level
resulting from the Company’s defined benefit plans is appropriate within the
Company’s risk management strategy. No changes have been made to the plans’
asset allocations to date.

As of September 30, 200X the aggregate worldwide pension deficit
was $XX million.  Between September 30,
200X and September 30, 200X, the aggregate worldwide pension deficit grew
from $XX million to an estimated $XX million. This increase in unfunded
liabilities is primarily driven by losses on equity markets worldwide.  Although funding rules are subject to
local laws and regulations and vary by location, the Company expects
to make up this deficit over a period of 7 to 10 years. If the
various plans do not experience future investment gains to reduce this
shortfall, the deficit will be made up by Company contributions.”

We note for the Staff that in prior years,
the effect of compensation increases was eliminated from our domestic plans and
was limited to the effect of inflation in our United Kingdom plans.  As a result, the salary increase assumption
does not have a material impact on our analysis.

2.                                      We
further note that the pension plan assets are invested in domestic and international
equity securities at 54% and 15%, respectively, at September 30,
2008.  We further note that you have
maintained the same expected long-term rate of return for U.S. pension plans
for the three fiscal years ended 2008, and you have increased the expected
long-term rate of return for the international pension plans for fiscal year
2008.  Please provide disclosures in
future filings to explain to investors why your expected long-term rates of
return are reasonable given that the majority of the plan assets are invested
in equity securities and to discuss the impact the current economic market
environment has had and may have on your assumptions used to estimate the net
periodic benefit cost.  Your disclosures
should also address the potential impact to your defined pension plans funded
status and additional funding obligations you may have.  Please provide us with the disclosures you
intend to include in future filings.

The Company’s response to Comment 2 is
incorporated in the disclosure for Comment 1 above to be included in future
filings.  The disclosure provided in
Comment 1 above addresses the

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expected long-term rate of return as well as
the effect that current economic market conditions have on the Company’s
assumptions and funded status.

Goodwill, page 29

3.                                      We
note that you have identified your reportable segments as your reporting units
for purposes of testing goodwill for impairment.  In future filings, please revise your
disclosures to provide investors with an understanding as to how you determined
your reportable segments are your reporting units based on the guidance in
paragraphs 30-31 of SFAS 142.  In this
regard, please disclose that your reportable segments are your operating segments,
if correct.  Based on your discussion of
your consolidated and segment revenues within your results of operations
section of MD&A, we note that you evaluate revenue by type of
business/service and geographic location.
Please explain why these lower levels do not meet the definition of
components in SFAS 142.  Refer to ETIF No. 98-3
and ETIF Topic D-101 for additional guidance.
Please provide us with the disclosures you intend to include in future
filings.

The Company intends to include the following
disclosure in substantially the following form in its Critical Accounting
Policies in future filings:

“We have two reporting units, as defined under SFAS No. 142—Goodwill
and Other Intangible Assets, Professional Technical Services and Management
Support Services. A reporting unit is defined as an operating segment or one
level below an operating segment. Our reporting units are equivalent to our
operating segments as either there is no discrete financial information
available for the separate components of the segment, or all of the components
of the segment have similar economic characteristics including the nature of
the services we provide, our internal processes for delivering those services
and the types of customers. Although we have various operating companies, they
have been aggregated into two operating segments for segment reporting
purposes, in accordance with SFAS No. 131, Disclosures about Segments of
an Enterprise and Related Information. For purposes of performing the
impairment test, we performed our testing based on our reporting units as they
are consistent with our operating segments and all goodwill has been allocated
to the reporting units.”

4.                                      We
note that goodwill represents 26.4% of your total assets as of September 30,
2008.  Given the significance of goodwill
to your balance sheet, please revise your disclosures in future filings to
provide a more robust discussion of your testing of goodwill for
impairment.  Please ensure your revised
disclosure addresses the following:

·                  State the method you use to estimate the fair value of your reporting
units.  If more that one method is used,
please disclose how you weight each method.

·                  Disclose the material assumptions used under your valuation method for
each of your reporting units.  If more
than one valuation method is used, please disclose the material assumptions
used in each method.

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·                  Provide a sensitivity analysis disclosing the effect of a 1% change in
each material assumption to the estimated fair value of your reporting units.

·                  Disclose the factors that materially impact your estimation of the fair
value of your reporting units, including any material uncertainties that could
result in a material change to your disclosed assumptions.

Refer to Section 501.14 of the Financial
Reporting Codification for guidance.

In future filings, the Company will revise
our disclosures to address each of the factors above.  The Company will disclose the method and
material assumptions used in our valuation of each reporting unit.
Further, we will provide a sensitivity analysis disclosing the effect of a 1%
change in our assumptions.  Additionally, we will disclose any factors
that might materially impact our estimation of the fair value of our reporting
units.

Results of Operations, page 30

5.                                      In
future filings, please quantify the impact of each factor you identify as
contributing to fluctuations in the line items affecting income from continuing
operations.  For example, you attribute
the increase in consolidated revenue for fiscal year 2008 as compared to fiscal
year 2007 to (a) new acquired entities; (b) increased volume of work
performed in your environmental management services business in each geographic
market; (c) strengthened engineering design services in the United Arab
Emirates; (d) higher government spending for highway and transit
infrastructure projects in Australia; (e) increased demand for your
planning and urban design business; with an offset for the (d) decline in
your design/build services business.
However, you only quantify the impact of the newly acquired
entities.  Refer to Items 303(A)(3)(i) and
303(A)(iii) of Regulation S-X for guidance.

In future filings, the Company will quantify the impact of each factor
affecting income from continuing operations as required by Items 303(A)(3)(i) and
303(A)(3)(iii) of Regulation S-K.

6.                                      We
note accounts receivable is 77.8% of total current assets and 45.6% of total
assets as of September 30, 2008.  We
further note accounts receivable increased 50% as of September 30, 2008,
as compared to September 30, 2007.
As such, please provide a comprehensive analysis of the components of
accounts receivable.  Specifically,
please disclose days sales outstanding for your billed receivables for each
period presented along with a discussion of any material increase or decrease
in the number of days.  For unbilled
receivables, please disclose the amount that has been subsequently billed to
customers.  If a material portion of
unbilled receivables was not subsequently billed, please provide an explanation
as to why.  Please also disclose the
amount of unbilled receivables related to claims and unapproved change
orders.  If a material amount of unbilled
receivables relate to claims and unapproved change orders, please provide a

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detailed
explanation of each by contract and explain why you believe these amounts are
collectible.  We further note that you
recognize award fees and/or incentive fees prior to award by the customer based
on your assessment of the anticipated contract performance.  If a material portion of unbilled receivables
relates to award fees, please disclose as such along with qualification of the
amount.  Refer to Item 303 of Regulation
S-K and Section 501.13 of the Financial Reporting Codification for
guidance.  Please provide us with the
disclosures you intend to include in future filings.

The Company intends to include the disclosures in substantially the
following form in Results of Operations in future filings:

“Accounts receivable increased 50%, or $547 million, from September 30,
2007 to September 30, 2008, of which, $396 million relates to accounts
receivable acquired during the year ended September 30, 2008.   Excluding acquired accounts receivable, the
increase was 14%.  Excluding revenue
provided by those acquired companies, the increase in revenue during the
quarter ended September 30, 2008 compared with the quarter ended September 30,
2007 was 20%.

Days Sales Outstanding (“DSO”), including accounts receivable, net of
billings in excess of costs on uncompleted contracts, at September 30,
2008, was 80 days compared to the 73 days at September 30, 2007. The
increase was primarily due to the effect of the acquisition of Earth Te