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FOIA CONFIDENTIAL TREATMENT REQUESTED BY AECOM TECHNOLOGY CORPORATION
FOR CERTAIN PORTIONS OF THIS LETTER PURSUANT TO RULE 83

AECOM

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

T 213.593.8000  F 213.593.8730  www.aecom.com

October 9, 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 September 16, 2009, regarding the
above-referenced filings for AECOM Technology Corporation (“AECOM” or the “Company”)
which has been discussed with Ernst & Young LLP, the Company’s
independent registered public accounting firm, and its National Office.  We appreciate the Staff’s comments, and to
assist your review, we have retyped the text of the Staff’s comment in italics
below.  Please note that the version of
this letter filed via EDGAR omits confidential information included in the
unredacted version of the letter delivered to the Staff and the redactions are
denoted in the EDGAR-filed version by bracketed asterisks (“[***]”).

COMMENT

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

21.         Reportable Segments and
Geographic Information, page 89

1.            We note your response
to comment 3 in our letter dated June 30, 2009, in which you believe your
eight operating segments have similar economic characteristics, as discussed in
paragraph 17 of SFAS 131.  In this
regard, we note your statement that you “have not noted any unusual trends in
[y]our operating segments; therefore, [you]

Confidential Treatment Requested by

AECOM Technology Corporation

Securities and
Exchange Commission

October 9, 2009

Page 2

expect the similar characteristics to continue in
the near future.”  Paragraph 17 of SFAS
131 states, in part, “[o]perating segments often exhibit similar long-term
financial performance if they have similar economic characteristics.  For example, similar long-term average gross
margins for two operating segments would be expected if their economic
characteristics were similar.”  Based on
this guidance, it is unclear how you concluded that all eight of your operating
segments have similar economic characteristics, as you have stated you expect
similar characteristics to continue in the near future rather the long-term.

We also
note your statement that “the gross margins have basically been within a
plus/minus 10% range of our consolidated PTS gross margin.”  It is unclear how a potentially 20%
difference between operating segments’ gross margin would be considered
similar.  In this regard, we note the
following trends in the operating segments operating results that do not appear
to indicate similar economic trends:

·     The increases in revenues for fiscal year 2008 as compared to fiscal
year 2007 for five of your operating segments and the two operating segments
indentified as “other” varied significantly with one of your operating segments
reporting a decline in revenues.

·     We note these variances in revenues continued for the six-months ended June 30,
2009 as compared to the prior six-months period with one of the operating
segments that did report an increase for fiscal year 2008 now reporting a
significantly decline in revenues.

·     Revenues, net also reports large differences in growth for fiscal year
2008 as compared to fiscal year 2007 with two operating segments reporting
material declines in revenues for the six-months ended June 30, 2009.

·     Gross margin, as defined, does not appear similar for one of the
presented operating segments and the two other operating segments when compared
to the other five presented operating segments when compared to the low end of
the range for the five presented operating segments.

·     For gross profit in accordance with U.S. GAAP as compared to total
revenues and revenues, net also appear to show a differing trend in one of the
presented operating segments and for the two other operating segments in
comparison to the other five presented operating segments.

·     Gross profit in accordance with U.S. GAAP for the two other operating
segments appear to represent a significant portion of total PTS gross profit in
accordance with U.S. GAAP for the six-months ended June 30, 2009.

Confidential Treatment Requested by

AECOM Technology Corporation

Securities and
Exchange Commission

October 9, 2009

Page 3

As
previously requested, please explain to us the temporary factors that caused
theses differences in trends among the eight operating segments.  If you are unable to identify temporary
factors causing the differences, please re-consider whether all eight of the
operating segments should be aggregated into one reportable segment.

Please
also note that the determination as to whether operating segments meet the
quantitative thresholds should be determined subsequent to determining whether
operating segments may be aggregated (i.e., operating segments that are not
aggregated with other operating segments into a reportable segment are then
assessed under paragraph 18 of SFAS 131).
Please provide us with the separate operating results for these two
operating segments for fiscal years 2007 and 2008 and the nine-months ended June 30,
2009, including prior period comparisons.
Please also provide us with updated interim information for each of the
other six operating segments.  If you
determine that these two operating segments should not be aggregated with the
other PTS operating segments and continue to not meet the quantitative
thresholds, please refer to paragraphs 19 and 21 of SFAS 131 for their
appropriate presentation.

RESPONSE

For ease of review we have categorized
our responses below by topic as they relate to the various comments provided by
the Staff in Comment 1 of the comment letter.  As clarified with the Staff during our joint
conference call on September 29, 2009, the Company has a total of eight
operating segments.  As further discussed
below in our response to Comment 2 of the comment letter, seven of these
operating segments are aggregated in our Professional Technical Services (“PTS”)
reportable segment.  The eighth operating
segment is separately reported as the Management Support Services (“MSS”)
segment.

We believe that the aggregation
of the operating segments within the PTS reportable segment is consistent with
the objectives and basic principles of Statement of Financial Accounting
Standards No. 131 (“SFAS 131”) and, in particular, that additional separate
disclosure of operating segments would not add significantly to an investor’s understanding
of the Company’s performance and prospects for future net cash flows.  Additionally, we believe that the two
reportable segments disclosed in our filings provide our investors with appropriate
information about the Company to make an informed decision about the Company as
a whole.

Gross Margin is a Key Metric

The nature of our business is to
provide technical and professional engineering services and management support
services through individual projects.
Profitable growth is a key component of how we evaluate our business.  Gross margin, which we define as gross
revenue less subcontractor costs and direct project expenses, as a percentage
of gross

Confidential Treatment Requested by

AECOM Technology Corporation

Securities and
Exchange Commission

October 9, 2009

Page 4

revenue less subcontractor costs,
assists us in determining whether to pursue a project and therefore whether
that project is providing profitable growth.
We manage our business on a project-by-project basis, including
allocation of resources, wherever those resources reside in the Company.  Based on the nature of the individual
project, we allocate the most qualified and cost efficient resources in order
to maximize a projects’ gross margins and therefore profitability.  We track gross margin results collectively
for all projects.  As described above, gross
margin is a key metric reviewed by the Company’s chief operating decision maker
(“CODM”) as it is utilized to assess performance of all operating segments.  It is also, in our view, the appropriate
metric to assess long-term economic similarity between operating segments.  In particular:

·     All contracts that the Company pursues
have a certain level of risk.  The level
of risk that management of the Company is willing to undertake is directly
related to the gross margin we expect to earn for those respective contracts.
Therefore, gross margin is an important factor in our decisions to bid and
price contracts, regardless of revenue size.

·     Subsequent to successful bids on
contracts, the progress and profitability of all contracts are evaluated, among
other measures, on their current gross margin and estimated gross margin
expected at completion of the contracts.

·     Expected gross margin is a key
factor in decisions relating to our allocation of professional resources.

·     Gross margin is a key metric used
by individual project managers to assess performance of projects and in
managing these projects.

·     Gross margin, over the long term,
is an indicator of cash flows being generated by successfully managing the
combined impact of all of our projects.

As such, although revenue growth
is a goal of the Company, gross margin is a key metric utilized by the CODM to assess
an operating segment’s performance and allocate resources.  Therefore, along with qualitative factors
previously described to the staff, gross margin is the economic metric utilized
by management of the Company to determine whether operating segments may be
aggregated into the PTS reportable segment. In addition, we note that our use
of gross margin as a basis for assessing economic similarity is consistent with
paragraph 17 of Statement 131 which states that “similar long-term average
gross margins for two operating segments would be expected if their economic
characteristics were similar.”

Range in Gross Margins of PTS Operating Segments

In accordance with SFAS 131,
operating segments may be aggregated into a reportable segment if they exhibit
similar long-term financial performance, among other criteria. As discussed
above, the Company utilizes gross margin to assist in determining if the economic
characteristics of the operating segments are sufficiently similar such that
their financial

Confidential Treatment Requested by

AECOM Technology Corporation

Securities and
Exchange Commission

October 9, 2009

Page 5

results will be similar over the
long term. As clarified with the SEC Staff during our September 29, 2009 conference
call, the Company has historically aggregated seven operating segments within
its PTS reportable segment.  The operating
segment aggregation analysis below is performed for six of the PTS operating
segments.  The remaining PTS operating
segment (“Other PTS operating segment”) is discussed in Other PTS Operating
Segment below.

The following table summarizes the economic similarity for six
of our PTS operating segments
based on the historical average Gross Margins utilizing information for the two
years ended September 30, 2008 and the nine months ended June 30,
2009:  (In accordance with the Staff’s
request in the comment letter, the Company has provided updated comparative
interim information for the nine months ended June 30, 2009 and 2008 in
Appendix A-1.)

[***]

The table above illustrates that the gross margin (as defined) for the
above operating segments is similar and within what we believe is an acceptable
range for aggregation.  [***]

Revenue trends

Revenue is not the metric used by
management to determine the Company’s reportable segments as it is not a key
metric that the CODM uses to measure segment performance for the purposes of
evaluating performance and allocation of resources.  As described above, however, we believe that
gross margin is the appropriate measure for assessing economic
characteristics.  Due to the nature of our
industry, revenue can and will fluctuate significantly within, and among, the
various operating segments, over quarters and years.  As further described above, the professional
services we offer are project managed.
We analyze the profitability of each project by focusing on gross
margin.  In the normal course of
business, the size, duration, and revenue of these projects can vary from
period to period or within operating segments.
Although revenue may vary, our experience and expectation is that these
fluctuations do not cause material volatility in gross margins.

Gross profit trends

Gross profit is not a key
metric utilized by the CODM to allocate resources
or assess the performance of an operating segment. The difference between gross margin and gross
profit is primarily overhead costs relating to indirect labor, facilities costs,
and other indirect costs.  These costs
are primarily fixed in nature, required to support the core business operations,
and independent of management’s decisions to accept projects or

Confidential Treatment Requested by

AECOM Technology Corporation

Securities and
Exchange Commission

October 9, 2009

Page 6

review project performance and
therefore render gross profit a less relevant measure of our business than
gross margin.

Other PTS Operating Segment

After consideration of the Staff’s comment letter, we have concluded
that Other PTS does not meet the aggregation criteria in SFAS 131, par.
17.  Management believes that Other PTS
is not quantitatively or qualitatively material as defined in SFAS 131, par.
18.  [***]  The
Company does not report any other small segments with which to combine Other
PTS under SFAS 131, par. 19.  The Company
therefore has previously evaluated whether presenting segment information regarding
this operating segment, noting that it was clearly immaterial.  Based upon that analysis, management has
concluded that it was appropriate to combine it with another segment on the
basis of its relative immateriality to the Company as a whole and to the
reporting segment with which it was combined.
Additionally, we believe that the most appropriate presentation is to combine
it with the PTS reportable segment for the reasons stated below:

As discussed with the Staff on
our recent conference call, the Company has only one operating segment in the
Other PTS operating segment. The Other PTS operating segment has the following
similar characteristics as the PTS operating segments:

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

·     Types of Customers: The
Other PTS operating segment has customers that are comprised of institutional,
government and commercial clients who generally require a range of the services
described above.  These types of
customers are consistent across the PTS operating segments.

·     Production Process and Methods used to Distribute Products and Provide
Services:  As with each of the
PTS operating segments, the Other PTS operating segment utilizes 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 PTS reportable segment and the Other PTS
operating segment. 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 am