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FOIA Confidential Treatment Requested by AECOM

Pursuant to 17 C.F.R. §200.83

    AECOM

    13355 Noel Road

    Dallas, TX 7240

    www.aecom.com

    972.788.1000       tel

April 24, 2024

VIA EDGAR

Mr. Stephen Kim and Mr. Lyn Shenk

Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549

    Re:
    AECOM

    Form 10-K for Fiscal Year Ended September 30, 2023

    Form 8-K Furnished February 5, 2024

    File No. 000-52423

Dear Mr. Stephen Kim and Mr. Lyn Shenk:

This letter is in response to the comment letter,
dated March 27, 2024, of the Staff of the Division of Corporation Finance (the “Staff”) regarding the above-referenced
filings for AECOM (the “Company” or “AECOM”).  To assist your review, we have retyped the text of the Staff’s
comments in bold below.

The Company is requesting confidential treatment
for certain figures included in the Company’s response to the SEC’s comments, which have been redacted and replaced with bracketed
asterisks (“[***]”). Pursuant to Rule 83 of the SEC’s Rules on Information and Requests (17 C.F.R. §200.83),
the Company has provided the unredacted response to the Staff under separate cover and a separate letter to the Office of Freedom of Information
and Privacy Act Operations in connection with the confidential treatment request.

Form 10-K for the fiscal year ended September 30, 2023

Management’s Discussion and Analysis of Financial Condition
and Results of Operations Fiscal Year Ended September 30, 2023 Compared to the Fiscal Year Ended September 30, 2022 Consolidated
Results, page 40

 1. A significant portion of your results of operations disclosure is dedicated to stating, in narrative
text form, dollar and percentage changes in accounts. In addition, while you discuss certain factors to which changes are attributable,
you do not quantify certain of these factors nor analyze the underlying business reasons for the changes. For example, you state the increase
in Americas revenue was primarily driven by increased project activity in the Americas design business including growth in the Water,
Transportation, and Environment markets, but you do not quantify these factors nor analyze the underlying reasons for the changes. For
a company with the size and breadth of operations as yours, we do not believe that this brief disclosure adequately discusses and analyzes
your results sufficient to provide your investors with the depth of understanding and knowledge necessary to properly evaluate your results.
As such, please consider expanding this section by:

 • Relying on tables to present dollar and percentage changes in accounts, rather than including and repeating
such information in narrative text form;

 • Using tables to list, quantify, and sum all of the material individual factors to which changes in accounts
are attributable;

    1

Confidential Treatment Requested by AECOM A00001

FOIA Confidential Treatment Requested by AECOM

Pursuant to 17 C.F.R. §200.83

    AECOM

    13355 Noel Road

    Dallas, TX 7240

    www.aecom.com

    972.788.1000       tel

 • Refocusing the narrative text portion of the disclosure on analysis of the underlying business reasons
for the individual factors in the tables above;

 • Ensuring that all material factors are quantified and analyzed (including separate disclosure of offsetting
factors); and

 • Quantifying the effects of changes in price, volume, changes in contract estimates, and acquisitions
(if any) on revenues and expense categories, where appropriate.

Please provide us with a copy of your intended revised
disclosure.

AECOM’s Response to Comment 1

In response to the Staff’s comments, in
future filings the Company will revise its disclosures within Management’s Discussion and Analysis of Financial Condition and Results
of Operations to provide additional detail. An example of the revised disclosure using the Form 10-K for the fiscal year ended September 30,
2023 is below.

Fiscal year ended September 30,
2023 compared to the fiscal year ended September 30, 2022

Consolidated
Results

    Fiscal Year Ended
    Change

    September 30,
    September 30,

    2023
    2022
    $
    %

    ($ in millions)

    Revenue
    $ 14,378.5
    $ 13,148.2
    $ 1,230.3
      9.4 %

    Cost of revenue
      13,433.0
      12,300.2
      1,132.8
      9.2

    Gross profit
      945.5
      848.0
      97.5
      11.5

    Equity in (losses) earnings of joint ventures
      (279.4 )
      53.6
      (333.0 )
      (621.3 )

    General and administrative expenses
      (153.6 )
      (147.3 )
      (6.3 )
      4.3

    Restructuring cost
      (188.4 )
      (107.5 )
      (80.9 )
      75.3

    Income from operations
      324.1
      646.8
      (322.7 )
      (49.9 )

    Other income
      8.3
      5.9
      2.4
      40.7

    Interest income
      40.3
      8.2
      32.1
      391.5

    Interest expense
      (159.3 )
      (110.2 )
      (49.1 )
      44.6

    Income from continuing operations before taxes
      213.4
      550.7
      (337.3 )
      (61.2 )

    Income tax expense from continuing operations
      56.1
      136.1
      (80.0 )
      (58.8 )

    Net income from continuing operations
      157.3
      414.6
      (257.3 )
      (62.1 )

    Net loss from discontinued operations
      (57.2 )
      (79.9 )
      22.7
      (28.4 )

    Net income
      100.1
      334.7
      (234.6 )
      (70.1 )

    Net income attributable to noncontrolling interests from continuing operations
      (43.2 )
      (25.5 )
      (17.7 )
      69.4

    Net (loss) income attributable to noncontrolling interests from discontinued operations
      (1.6 )
      1.4
      (3.0 )
      (214.3 )

    Net income attributable to noncontrolling interests
      (44.8 )
      (24.1 )
      (20.7 )
      85.9

    Net income attributable to AECOM from continuing operations
      114.1
      389.1
      (275.0 )
      (70.7 )

    Net loss attributable to AECOM from discontinued operations
      (58.8 )
      (78.5 )
      19.7
      (25.1 )

    Net income attributable to AECOM
    $ 55.3
    $ 310.6
    $ (255.3 )
      (82.2 )%

    2

Confidential Treatment Requested by AECOM A00002

FOIA Confidential Treatment Requested by AECOM

Pursuant to 17 C.F.R. §200.83

    AECOM

    13355 Noel Road

    Dallas, TX 7240

    www.aecom.com

    972.788.1000       tel

The following
table presents the percentage relationship of statement of operations items to revenue:

    ​
    Fiscal Year Ended

    ​
    September 30,
    September 30,

    ​
    2023
    2022

    Revenue
      100.0 %
      100.0 %

    Cost of revenue
      93.4
      93.6

    Gross profit
      6.6
      6.4

    Equity in (losses) earnings of joint ventures
      (1.9 )
      0.4

    General and administrative expenses
      (1.1 )
      (1.1 )

    Restructuring costs
      (1.3 )
      (0.8 )

    Income from operations
      2.3
      4.9

    Other income
      0.1
      0.0

    Interest income
      0.3
      0.1

    Interest expense
      (1.2 )
      (0.8 )

    Income from continuing operations before taxes
      1.5
      4.2

    Income tax expense from continuing operations
      0.4
      1.0

    Net income from continuing operations
      1.1
      3.2

    Net loss from discontinued operations
      (0.4 )
      (0.7 )

    Net income
      0.7
      2.5

    Net income attributable to noncontrolling interests from continuing operations
      (0.3 )
      (0.2 )

    Net (loss) income attributable to noncontrolling interests from discontinued operations
      0.0
      0.0

    Net income attributable to noncontrolling interests
      (0.3 )
      (0.2 )

    Net income attributable to AECOM from continuing operations
      0.8
      3.0

    Net loss attributable to AECOM from discontinued operations
      (0.4 )
      (0.7 )

    Net income attributable to AECOM
      0.4 %
      2.3 %

Revenue

Our revenue for the year ended September 30,
2023 increased $1,230.3 million, or 9.4%, to $14,378.5 million as compared to $13,148.2 million for the corresponding period last year.
Revenue increased across most of our end markets as a result of increased investment in infrastructure, sustainability and resilience,
and energy transition driven by large, publicly financed, global infrastructure programs including the Infrastructure Investment and Jobs
Act in the U.S. and similar large programs in our largest end markets globally. Our Water end market has been benefiting from increased
investment to address drought, flooding, and drinking water scarcity. Our Transportation end market has been benefiting from incremental
surface and transit investments across the globe, while our Environment end market has been benefiting from investments in new energy.
Our Facilities end market has been benefiting from increasing demands for data centers and positive trends in decarbonization and green
design. The quantification of the impact of these trends by end market is noted within our Americas and International reportable segment
discussion below, where applicable, and represents substantially all of our revenue change.

In the course of providing
our services, we routinely subcontract for services and incur other direct costs on behalf of our clients. These costs are passed through
to clients and, in accordance with industry practice and GAAP, are included in our revenue and cost of revenue. Because these pass-through
revenues can change significantly from project to project and period to period, changes in revenue may not be indicative of business trends.
Pass-through revenues for the years ended September 30, 2023 and 2022 were $7.7 billion and $6.8 billion, respectively.
Pass-through revenue as a percentage of total revenue was 53% and 52% during the year ended September 30, 2023 and 2022, respectively.

    3

Confidential Treatment Requested by AECOM A00003

FOIA Confidential Treatment Requested by AECOM

Pursuant to 17 C.F.R. §200.83

    AECOM

    13355 Noel Road

    Dallas, TX 7240

    www.aecom.com

    972.788.1000       tel

Cost of Revenue

Our cost of revenue increased
to $13,433.0 million for the year ended September 30, 2023 compared to $12,300.2 million in the prior year, an increase of $1,132.8
million, or 9.2%. Substantially all of the change in our cost of revenue occurred in our Americas and International reportable segments,
which is discussed in more detail below.

Gross Profit

Our gross profit for the year
ended September 30, 2023 increased $97.5 million, or 11.5%, to $945.5 million as compared to $848.0 million for the
corresponding period last year. For the year ended September 30, 2023, gross profit, as a percentage of revenue, increased to 6.6%
from 6.4% in the year ended September 30, 2022.

Gross profit changes were
due to the reasons noted in Americas and International reportable segments below.

Equity in (Losses) Earnings
of Joint Ventures

Our equity in losses of joint
ventures for the year ended September 30, 2023 was $279.4 million as compared to equity in earnings of $53.6 million in
the corresponding period last year.

The
decrease in earnings of joint ventures for the year ended September 30, 2023 compared to the same period in the prior year was primarily
due to impairment losses recorded in our AECOM Capital segment during the third quarter of fiscal 2023. These impairments were
primarily as a result of a project-by-project review of the existing investment portfolio, the expected acceleration of exits from certain
investments caused by a change in strategy, and volatility in the commercial real estate market caused by higher interest rates and lack
of liquidity.

General and Administrative
Expenses

Our general and administrative
expenses for the year ended September 30, 2023 increased $6.3 million, or 4.3%, to $153.6 million as compared to $147.3 million
for the corresponding period last year. For the years ended September 30, 2023 and 2022, general and administrative expenses as a
percentage of revenue remained unchanged at 1.1%.

Restructuring Costs

Restructuring
expenses are comprised of personnel costs, real estate costs, and costs associated with business exits. During fiscal year ended September 30,
2023, we incurred total restructuring expenses of $188.4 million primarily related to actions taken to align our real estate portfolio
with our employee flexibility initiatives and costs incurred in preparation for the exit of certain countries in Southeast Asia. During
fiscal year ended September 30, 2022, we incurred restructuring expenses of $107.5 million, primarily related to costs
associated with exit of Russia-related businesses and management actions to deliver margin improvement and efficiencies that result in
a more agile organization.

Interest Income

Our interest income for the
year ended September 30, 2023 increased to $40.3 million from $8.2 million for the corresponding period last year.

The increase in interest income
for the year ended September 30, 2023 was primarily due to an increase in interest rates on our interest-bearing assets.

    4

Confidential Treatment Requested by AECOM A00004

FOIA Confidential Treatment Requested by AECOM

Pursuant to 17 C.F.R. §200.83

    AECOM

    13355 Noel Road

    Dallas, TX 7240

    www.aecom.com

    972.788.1000       tel

Interest Expense

Our interest expense for the
year ended September 30, 2023 was $159.3 million as compared to $110.2 million for the corresponding period last year.

The
increase in interest expense for the year ended September 30, 2023 was primarily due to an increase in interest rates on the
variable component of our debt.

Income Tax Expense

Our
income tax expense for the year ended September 30, 2023 was $56.1 million compared to $136.1 million for the corresponding
period last year. The decrease in tax expense for the current period compared to the corresponding period last year was due primarily
to a tax benefit of $65.0 million related to the AECOM Capital impairment charge, including an increase in valuation allowances
of $21.0 million for the portion of the charge that is not expected to be realized, and a net tax benefit recorded in fiscal 2022
related to changes in valuation allowances providing a tax benefit of $21.9 million and foreign uncertain tax provisions generating
a tax expense of $16.1 million.

During
the first quarter of fiscal 2022, valuation allowances in the amount of $21.9 million primarily related to net operating losses in
certain foreign entities were released due to sufficient positive evidence. The positive evidence included a realignment of our global
transfer pricing methodology which resulted in forecasting the utilization of the net operating losses within the foreseeable future.

We are currently under tax
audit in several jurisdictions including the U.S. and believe the outcomes which are reasonably possible within the next twelve months,
including lapses in statutes of limitations, could result in future adjustments, but will not result in a material change in the liability
for uncertain tax positions.

We regularly integrate and
consolidate our business operations and legal entity structure, and such internal initiatives could impact the assessment of uncertain
tax positions, indefinite reinvestment assertions and the realizability of deferred tax assets.

Net Loss From Discontinued
Operations

During the first quarter of
fiscal 2020, management approved a plan to dispose of via sale our self-perform at-risk construction businesses. As a result of these
strategic actions, the self-perform at-risk construction businesses were classified as discontinued operations. That classification was
applied retrospectively for all periods presented.

Net
loss from discontinued operations was $57.2 million for the year ended September 30, 2023 and net loss was $79.9 million
for the year ended September 30, 2022, a