SecProbe.io

CORRESP
1
filename1.htm

AECOM

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

T
213.593.8000  F 213.593.8730  www.aecom.com

August 21, 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 June 30, 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 for the Fiscal
Year Ended September 30, 2008

Critical Accounting
Policies, page 27

Goodwill, page 29

1.                                      We note
your response to comment 1 in our letter dated April 7, 2009.  Specifically we note your statement that your
reporting units are at your operating segment level.  We further note that your PTS reportable
segment has various operating segments.
As such, it would appear as though you have more than two reporting
units for which goodwill is to be tested.
Finally, we note your disclosure on page 29 in your fiscal year
2008 Form 10-K and your response letter dated March 26, 2009, which
you state you only have two reporting units for which goodwill was tested for
impairment.  As such, it is unclear to us
whether you tested goodwill for impairment at the appropriate level.  Please tell us the level at which you testing
goodwill for impairment during the fiscal year 2008 testing.  If you did not test goodwill for impairment
at the appropriate level for fiscal year 2008 or any of the other years
presented, please conduct the goodwill impairment analysis at the

appropriate level in accordance
with the guidance in SFAS 142.  Please
provide us with the detailed results of the revised goodwill impairment
analysis for each period presented, including the estimated fair value of each
reporting unit, the carrying value of each reporting unit and the amount of
goodwill allocated to each reporting unit.
If you did not test goodwill for impairment at the appropriate level,
please provide us with your consideration of SFAS 154.  Please also note that disclosure for the
level at which you are testing goodwill for impairment should be included in
your significant accounting policies footnote.

The
Company confirms it tested goodwill for impairment for all periods presented at
each operating segment in accordance with SFAS 142, including the various
operating segments within the PTS reportable segment.  Therefore, the
Company did not have to revise its goodwill impairment analysis.  The Company will include disclosure in its
significant accounting policies footnote in future filings to clarify that
goodwill impairment analysis is performed at the operating segment level.

21.  Reportable
Segments and Geographic Information, page 89

2.                                      We note
the disclosures you intend to include in MD&A’s critical accounting
policies section in partial response to comment 2 in our letter dated April 7,
2009.  Please note that disclosures
required by paragraph 26.a. of SFAS 131 should be included in the footnotes to
your consolidated financial statements.

The
Company confirms it will include disclosures required by paragraph 26.a. of
SFAS 131 in its footnotes to the consolidated financial statements in future
filings.

3.                                      As
previously requested in comment 2 in our letter dated April 7, 2009,
please provide us with a detailed analysis as to how you determined your
operating segments for the PTS reportable segment are properly aggregated.  Refer to paragraph 17 of SFAS 131 with
consideration of the guidance in paragraphs 18-24 of SFAS 131.  For the similar economic characteristics
criteria, please provide us with revenue, gross profit, gross profit margins,
income from operations, and income from operations margins, along with any
other information you believe would be useful, for each of your operating
segments for each of the five years ended September 30, 2008 and the
6-month periods ended March 31, 2009 and 2008 to help us understand how
the aggregated operating segments are economically similar.  Specifically address any differences in the
trends these financial indicators depict (e.g., if gross profit margin is decreasing
for one operating segment and increasing for another).

The Company has two reportable
segments, Professional Technical Services (PTS) and Management Support Services
(MSS), which are consistent with our enterprise organizational structure. The PTS
reportable segment is comprised of eight operating

2

segments that have been
aggregated into one reportable segment in accordance with paragraph 17 of SFAS No. 131,
“Disclosures about Segments of an Enterprise and Related Information” (SFAS
131), as they have similar characteristics, including nature of the services
provided, internal processes for delivering those services, the types of
customers, and economic performance, specifically:

·                  Nature of Services: The PTS
reporting segment provides professional technical engineering services
(engineering design, planning, consulting, architecture, and program and construction
management services) to its customers. All of these engineering services are
similar in nature and are furnished by substantially all of the PTS operating
segments.

·                  Production Process and Methods used to Distribute Products and Provide
Services:
All of PTS’s operating segments utilize computer assisted technology and
highly skilled and educated professionals in the course of designing, planning
and consulting.  Resources, such as
engineers and architects, are shared among the operating segments globally.
Additionally, the technical professional skills, project management and risk
management tools, as well as operational and resource management processes
necessary to deliver these services are consistent among the PTS operating
segments. These significant processes have been designed to be similar across
the various PTS operating segments so that the professional resources can
manage projects with efficiency.

·                  Types of Customers:
Substantially all PTS operating segments have customers that are comprised of
institutional, government and commercial clients who generally require a
similar range of services.  Frequently
our PTS operating segments do business with the same customer.

·                  Similar Economic Characteristics: The
Company has supplementally provided to the Staff its economic characteristic
analysis for the fiscal years ended 2008 and 2007 and the six months ended March 31,
2009 and 2008.  Subsequent to fiscal 2006,
the Company has completed over 25 acquisitions and reorganized the operating
segments into the current enterprise organization structure.  The composition of the operating segments
within the PTS reporting segment (subsequent to fiscal 2006) is substantially
different from and not readily comparable to the structure that existed through
fiscal 2006.  Therefore, the Company has
not provided the analysis for the fiscal years ended 2004, 2005 and 2006 as it
believes that the analysis that the Company has provided reflects its current
enterprise organization structure after the aforementioned acquisitions and
reorganizations, and provides the most relevant measures and evidence that the
operating segments aggregated in accordance with Paragraph 17 of SFAS 131 have
similar economic characteristics.

The economic characteristic analysis includes information on gross
revenue, revenue net of other direct costs, gross margin, gross profit, and operating
income. As disclosed in the Company’s periodic filings, management internally
analyzes the results of its operations using revenue, net of other direct costs,
which is revenue excluding services provided by subcontractors and other
non-employees that we

3

categorize as other direct costs.  These other direct costs are typically pass
through in nature and are paid to the subcontractors upon our receipt of
payment from the client. The gross margin percentage is based on revenue, net
of other direct costs, which is a metric consistent with that reviewed by our
Chief Operating Decision Maker (CODM).  Additionally,
the CODM uses this key metric to make strategic and operating decisions, and
allocate resources as it represents the Company’s profitability of work
performed solely by AECOM employees.  As
indicated in our analysis that we have provided supplementally to this letter,
our gross margin (as defined) for our consolidated PTS reportable segment has
been very consistent for each period provided.
Also, it should be noted, that for the six largest PTS operating
segments (which have accounted for at least 95% of total PTS revenues and gross
margin for each period) the gross margins have basically been within a
plus/minus 10% range of our consolidated PTS gross margin.

Accordingly, the Company has aggregated the eight
operating segments into the PTS reportable segment based on the above
documented similar characteristics, including long-term gross margin based on
past and present indicators. We continually review our assessment based on
current and future prospects of our operating segments. We have not noted any
unusual trends in our operating segments; therefore, we expect the similar
characteristics to continue in the near future.

The Company believes that its conclusion that it has two reportable
segments is appropriate and provides the users of its financial statements an understanding
of the Company’s performance or prospects for future net cash flows to enable
them to make a more informed judgment about the Company as a whole.

Please
contact the undersigned at (213) 593-8719 with any questions or comments you
may have regarding this letter.

  Very
  truly yours,

  /s/
  Eric Chen

  Eric
  Chen

  Senior Vice President, Finance and General Counsel

  cc:

  John
  M. Dionisio, AECOM Technology Corporation

  Bill
  Browning, Ernst & Young, LLP

4