UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  July 25, 2008

AECOM TECHNOLOGY CORPORATION

(Exact name of Registrant as specified in its charter)

555 South Flower Street, Suite 3700

Los Angeles, California 90071

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (213) 593-8000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Note Regarding Forward-Looking Statements

Statements and other information included in this Current Report on Form 8-K/A that are not historical facts, including statements about the Company’s plans, strategies, beliefs and expectations, as well as certain estimates and assumptions used by the Company’s management, may constitute forward-looking statements.  Forward-looking statements are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements speak only as of the date they are made and, except for the Company’s ongoing obligations under the U.S. federal securities laws, the Company undertakes no obligation to publicly update any forward-looking statement.

Forward-looking statements are subject to known and unknown risks and uncertainties and are based on estimates and assumptions that are subject to change or revision, including the estimates and assumptions used by the Company in preparing the pro forma financial information included in this Current Report on Form 8-K/A that could cause actual results to differ materially from those expected or implied by the forward-looking statements or the estimates or assumptions used.  Such forward-looking statements include, without limitation, the Company’s preliminary estimated adjustments to record the assets and liabilities of the Company at their respective estimates of fair values under purchase accounting and are based on current available information.

Actual results may differ materially from the forward-looking statements for a number of reasons, including additional information regarding the fair values of assets and liabilities becoming available, the performance of additional fair value analyses, and risk factors identified in the Company’s periodic filings with the SEC, including without limitation in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.  Factors other than those listed above also could cause the Company’s results to differ materially from expected results.

Item 2.01               Completion of Acquisition or Disposition of Assets.

On July 31, 2008, AECOM Technology Corporation (“AECOM” or “Company”) filed a Current Report on Form 8-K (the “Initial Form 8-K”) reporting its acquisition of Earth Tech (“Earth Tech”), a business unit of Tyco International Ltd.  This Current Report on Form 8-K/A amends and supplements the Initial Form 8-K to include financial statements and pro forma financial information required by Items 9.01(a) and 9.01(b) of Form 8-K.  The information previously reported in the Initial Form 8-K is hereby incorporated by reference into this Current Report on Form 8-K/A.

Item 9.01               Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The following financial statements required by Item 9.01(a) of Form 8-K are included in this report:

Audited combined financial statements of Earth Tech as of and for the years ended September 28, 2007, September 29, 2006, and September 30, 2005 are attached hereto as Exhibit 99.1.

Unaudited condensed combined balance sheet of Earth Tech as of June 27, 2008 and unaudited condensed combined statements of operations of Earth Tech for the nine months ended June 27, 2008 and June 29, 2007 are attached hereto as Exhibit 99.2.

(b) Pro Forma Financial Information.

The following pro forma financial information required by Item 9.01(b) of Form 8-K is included in this report:

Unaudited pro forma condensed combined balance sheet as of June 30, 2008, and unaudited pro forma condensed combined statements of operations for the year ended September 30, 2007 and for the nine months ended June 30, 2008 of AECOM Technology Corporation are attached hereto as Exhibit 99.3.

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(d) Exhibits

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

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Exhibit 99.1

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors of
Tyco International, Ltd.:

We have audited the accompanying combined balance sheets of Earth Tech (the “Company”), a division of Tyco International, Ltd. (“Tyco” or “Parent”) as described in Note 1 to the combined financial statements, as of September 28, 2007, September 29, 2006, and September 30, 2005, and the related combined statements of operations, parent company equity (deficit) and comprehensive income (loss), and cash flows for the years then ended. These combined financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these combined financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respect, the combined financial position of the Company as of September 28, 2007, September 29, 2006, and September 30, 2005, and the results of its combined operations and its combined cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1, the accompanying combined financial statements have been prepared from the separate records maintained by Tyco and may not necessarily be indicative of the conditions that would have existed or the results of operations that would have occurred if the Company had been operated as an unaffiliated company. Certain expenses represent allocation of costs from Tyco.

As discussed in Notes 2 and 13 to the accompanying combined financial statements, the Company adopted Financial Accounting Standards Board Statement No. 123(R), Share-Based Payment, on October 1, 2005.

As discussed in Note 11 to the accompanying combined financial statements, the Company adopted the recognition and disclosure provisions of Financial Accounting Standards Board Statement No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106, and 132(R), on September 28, 2007.

July 3, 2008

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EARTH TECH

COMBINED BALANCE SHEETS

AS OF SEPTEMBER 28, 2007, SEPTEMBER 29, 2006, AND SEPTEMBER 30, 2005

(Dollars in millions)

(Continued)

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EARTH TECH

COMBINED BALANCE SHEETS

AS OF SEPTEMBER 28, 2007, SEPTEMBER 29, 2006, AND SEPTEMBER 30, 2005

(Dollars in millions)

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EARTH TECH

COMBINED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED SEPTEMBER 28, 2007, SEPTEMBER 29, 2006,

AND SEPTEMBER 30, 2005

(Dollars in millions)

See notes to combined financial statements.

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EARTH TECH

COMBINED STATEMENTS OF PARENT COMPANY EQUITY (DEFICIT)

AND COMPREHENSIVE INCOME (LOSS)

FOR THE YEARS ENDED SEPTEMBER 28, 2007, SEPTEMBER 29, 2006,

AND SEPTEMBER 30, 2005

(Dollars in millions)

See notes to combined financial statements.

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EARTH TECH

COMBINED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED SEPTEMBER 28, 2007, SEPTEMBER 29, 2006,

AND SEPTEMBER 30, 2005

(Dollars in millions)

(Continued)

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EARTH TECH

COMBINED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED SEPTEMBER 28, 2007, SEPTEMBER 29, 2006,

AND SEPTEMBER 30, 2005

(Dollars in millions)

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EARTH TECH

NOTES TO COMBINED FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED SEPTEMBER 28, 2007, SEPTEMBER 29, 2006, AND
SEPTEMBER 30, 2005

1.      DESCRIPTION OF BUSINESS

Earth Tech (the “Company”) is comprised of a number of entities that are affiliated through common ownership (see Note 2). Earth Tech, Inc., the primary U.S. entity, which manages the Earth Tech group, was established in 1970. The Company was subsequently acquired in 1996 by Tyco International, Ltd. (“Tyco” or the “Parent”), a Bermuda company that is publicly traded on the New York and Bermuda stock exchanges.

The Company’s principal services involve the treatment and handling of water, wastewater, and hazardous waste. The Company also provides infrastructure and transportation design and construction services for institutional, civic, commercial, and industrial customers; design, construction management, project financing, and facility operating services for water and wastewater treatment facilities for municipal and industrial customers; and transportation engineering and consulting. The Company operates through a network of offices in North America, Europe, South America, and the Asia-Pacific region and competes with a number of international, national, regional, and local companies on the basis of price and the breadth and quality of services.

2.      BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Combination and Consolidation — The combined financial statements include the accounts and transactions of the following legal entities and their respective 100% owned subsidiaries:

Intercompany transactions have been eliminated.

In addition to the legal entities listed above, the combined financial statements include certain of the assets, liabilities, revenues, expenses, and cash flows of the consulting and engineering business of Earth Tech Engineering Pty. Limited (an Australian legal entity) and Earth Tech Klartechnik GmbH (German legal entities). These combined financial statements exclude the assets, liabilities, revenues, expenses, and cash flows associated with a design/build project within Earth Tech (Infrastructure) Inc., 91st Avenue Wastewater Treatment Plant.

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The combined financial statements have been prepared in United States (“U.S.”) dollars and in accordance with accounting principles generally accepted in the United States of America. The Company consolidates variable interest entities (“VIEs”) in which the Company bears a majority of the risk related to the entities’ potential losses or stands to gain from a majority of the entities’ expected returns and has accordingly determined it is the primary beneficiary. These financial statements present the combined financial position, results of operations, and cash flows of the Company as a subsidiary of the Parent and include allocations of expenses by the Parent and related-party transactions. The combined financial statements presented may not be indicative of the results that would have been achieved had the Company operated as a separate, stand-alone entity. See Note 12 for detail on allocation of expenses.

Change in Fiscal Year — In September 2004, the Company changed its fiscal year end to a “52-53 week” year ending on the last Friday of September. Starting in fiscal year 2006, 52-week fiscal years will have quarterly periods 13 weeks in length. For fiscal years in which there are 53 weeks, the fourth quarter reporting period will be 14 weeks in length, with the first such occurrence taking place in fiscal year 2011. As a result of this change, the fiscal year 2005 figures presented in the combined financial statements and related footnotes include 54 weeks of activity, covering a period from September 18, 2004 to September 30, 2005. The additional week of activity in fiscal year 2005 resulted primarily in additional assets of approximately $63.1 million and an increase in operating income of approximately $1.4 million. The change was made to align the Company’s fiscal year end with Tyco’s fiscal year end.

Use of Estimates — The Company makes certain estimates and assumptions in preparing the combined financial statements in accordance with accounting principles generally accepted in the United States of America. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the combined financial statements, and the reported amounts of revenues and expenses for the periods presented. Significant estimates in these combined financial statements include estimated costs to complete long-term fixed-price and nonfixed-price contracts, allowance for doubtful accounts, estimates of future cash flows associated with long-lived assets, fair value of long-lived assets, and deferred income taxes. Actual results may differ from these estimates.

Revenue Accounting for Contracts — In accounting for construction, engineering, design, or similar services, the Company follows the provisions of the American Institute of Certified Public Accountants Statement of Position (SOP) 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts. In applying the percentage-of-completion method, revenue is recognized as costs are incurred. Under this method for revenue recognition, the Company estimates the progress towards completion to determine the amount of revenue and profit to recognize on contracts.

The Company generally utilizes a cost-to-cost approach in applying the percentage-of-completion method, under which revenue is earned in proportion to total costs incurred, divided by total costs expected to be incurred.

Billing practices for percentage-of-completion contracts are governed by the contract terms, based upon costs incurred, achievement of milestones, or agreed-upon schedules. Billings do not necessarily correlate with revenue recognized under the percentage-of-completion method of accounting. Billings in excess of recognized revenue are recorded as deferred revenue on uncompleted contracts. When billings are less than recognized revenue, the difference is recorded in unbilled costs, included in accounts receivable in the accompanying combined balance sheets.

Due to uncertainties inherent in the estimation process, it is possible that actual completion costs may vary from estimates. If estimated total costs on any contract indicate a loss, the Company charges the entire estimated loss to operations in the period the loss first becomes known. In limited circumstances, the Company may use the completed-contract method for specific contracts for which reasonably dependable estimates cannot be made or for which inherent hazards make the estimates doubtful. The completed-contract method is also used for the design/build deliverable of a design/build/finance/operate (DBFO) multiple-element arrangement.

In 2000, the Company obtained an insurance policy to address the risk and uncertainty associated with a U.S. environmental remediation project. The policy provides for recovery of 90% of remediation costs that exceed $2.4 million with a maximum recovery of $4.5 million. Costs on this project are expensed as incurred and are included in cost of revenues in the accompanying combined statements of operations. Insurance receivables are included in other current and noncurrent assets in the accompanying combined balance sheets at September 28, 2007, September 29, 2006, and September 30, 2005, and totaled $0.8 million, $1.4 million, and $2.0 million, respectively.

In the course of providing its services, the Company routinely subcontracts for services and incurs other direct costs on behalf of its customers. These costs are passed through to customers and are included in the Company’s revenue and cost of revenues when it is their responsibility to procure or manage such costs.

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Change Orders and Claims — Change orders are modifications of an original contract that could effectively change the provisions of the contract. Change orders typically result from changes in specifications or design, manner of performance, facilities, equipment, materials, sites, or period of completion of the work. Change orders are typically documented and the terms of such change orders are agreed upon with the customer before the work is performed. Sometimes circumstances require that work progress without customer agreement before the work is performed. Claims are amounts in excess of agreed contract price that the Company seeks to collect from its customers or others for customer-caused delays, errors in specifications or designs, contract terminations, change orders that are either in dispute or are unapproved as to both scope and price, or other causes of unanticipated additional contract costs. Costs related to change orders and claims are recognized when they are incurred. The Company typically records revenue related to change orders and claims in total estimated revenue when the change order is approved and the claim is settled between both parties. In accordance with SOP 81-1, in certain instances the Company records contract revenue related to claims only if it is probable that the claim will result in additional contract revenue and if the amount can be reasonably estimated. If both criteria are met, the Company records revenue only to the extent that contract costs relating to the claim have been incurred.

Operating and Maintenance Service Contracts — The Company has entered into a number of arrangements to provide operational, technical, and maintenance services (“O&M”) to industrial and municipal customers with water, wastewater, and groundwater treatment facilities globally. The majority of the O&M services relate to lump-sum, long-term contracts that provide the customer with labor, repairs and maintenance, procurement, and other administrative services of operating the facility. The Company recognizes revenue for these arrangements in accordance with Staff Accounting Bulletin (SAB) Topic 13, Revenue Recognition. Accordingly, the Company principally recognizes the total contract revenue ratably over the contract period unless it is determined that revenue is earned in a different pattern.

Multiple-Element Arrangements — The Company enters into a number of arrangements where the Company is engaged as the primary contractor for the construction of an asset (typically a water or wastewater treatment plant) and, at or around the same time, also enters into an O&M contract with the ultimate plant owner to provide postconstruction service for that asset. These multiple-element arrangements are referred to as design/build/operate (DBO) contracts. The Company follows the provisions in Emerging Issues Task Force (EITF) Issue No. 00-21, Revenue Arrangements with Multiple Deliverables, to account for the separate deliverables within the arrangements. Prior to June 15, 2003, the effective date of EITF Issue No. 00-21, the Company accounted for the separate values of the deliverables by reference to the stated contract terms for these arrangements, which typically provided a clear separation between the values of each deliverable. In most instances, the Company determined stated contract values were representative of fair value of each of the deliverables within the DBO arrangements. For arrangements entered into subsequent to the effective date of EITF Issue No. 00-21, fair value of the separate deliverables is based on vendor-specific objective evidence (VSOE). The Company accounts for the design/build component under the accounting model outlined in SOP 81-1 while the O&M portion of the arrangement is accounted for under the principals of SAB Topic 13. In situations where VSOE cannot be obtained, the Company accounts for the entire arrangement as a single unit of accounting with revenues and costs associated with the design/build phase of the contract amortized over the term of the operations period.

The Company enters into DBFO arrangements, which include the financing of the constructed asset, typically over the period O&M services are provided. In these DBFO arrangements where title to the asset remains with the Company during the contract period, the Company accounts for the arrangements under the guidance set forth in Financial Accounting Standards Board (FASB) Statement No. 13, Accounting for Leases, and EITF Issue No. 01-8, Determining Whether an Arrangement Contains a Lease, where the constructed assets are considered leased assets with the Company acting as the lessor. The Company evaluates the leases for appropriate treatment based on the guidance of FASB Statement No. 13 and accounts for the lease accordingly based on the determined lease classification. Lease inception is typically viewed as occurring when asset construction is complete and the operations period has begun. Accordingly, asset construction costs are capitalized to productive assets and recognized along with related revenue when construction is complete. The allocation of customer payments between principal pay-back, interest pertaining to the financing of the constructed asset, and payments for O&M services is based upon an arrangement’s determination of the fair value of each, which is generally determined to be stated contract values.

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Use of Joint Ventures — As is common to the industry, the Company executes certain contracts jointly with third parties through various forms of joint ventures, including partnership and corporate joint ventures. In accordance with the provisions of FASB Interpretation (FIN) No. 46(R), Consolidation of Variable Interest Entities, the Company has analyzed its significant joint ventures and has classified them into two groups: the first group consists of those VIEs for which the Company is the primary beneficiary of the VIEs’ expected residual returns or losses; the second group consists of those VIEs for which the Company is not the primary beneficiary of the VIEs’ expected residual returns or losses. VIEs are entities that lack one or more of the characteristics of a voting interest entity. A controlling financial interest in a VIE is present when an enterprise has a variable interest, or a combination of variable interests, that will absorb a majority of the VIEs’ expected losses, receive a majority of the VIEs’ expected residual returns, or both. The enterprise with a controlling financial interest, known as the primary beneficiary, consolidates the VIE. In accordance with FIN No. 46(R), the Company consolidates all VIEs for which it is the primary beneficiary.

The Company generally determines whether it is the primary beneficiary of a VIE by performing a qualitative analysis of the VIE that includes a review of, among other factors, its capital structure, contractual terms, which interests create or absorb variability, related-party relationships, and the design of the VIE.

When the Company does not have a controlling financial interest in an entity but exerts significant influence over the entity’s operating and financial policies, the Company accounts for its investment in accordance with the equity method of accounting prescribed by Accounting Principles Board (APB) Opinion No. 18, The Equity Method of Accounting for Investments in Common Stock. In applying APB Opinion No. 18, the Company typically records its share of the joint ventures’ earnings and losses based on the percentage equity interest in the joint ventures owned by the Company. In certain arrangements, when a joint venture agreement designates allocations among the investors of profits and losses, costs and expenses, distributions from operations or distributions upon liquidation that are different from ownership percentages, the substance of these agreements is considered in determining how an increase or decrease in net assets of the joint venture will affect cash payments to the Company over the life of the joint venture and upon its liquidation and, accordingly, in the amount of the joint ventures’ earnings and losses recorded by the Company.

Productive Assets — Productive assets represent internally constructed assets used in the delivery of services associated with the treatment and handling of water and wastewater.

Productive Assets — Held For Lease — Productive assets — held for lease include amounts expended to design and build assets leased to customers.  Such assets are accounted for as either operating leases or sales-type leases in accordance with FASB Statement No. 13.  Productive assets held for lease for which title has been retained are typically leased to customers under operating leases and are recorded at cost, net of depreciation. Productive assets held for lease also includes capitalized costs related to assets for which construction is in progress in relation to DBFO contracts. Upon completion of the Company’s design and build services, such assets are typically accounted for as investments in sales-type leases.

Productive Assets — Deferred Costs on Uncompleted Contracts — Productive assets — deferred costs on uncompleted contracts include amounts expended to design and build assets currently in service, for which title has transferred to a customer, under DBO contracts. These arrangements are accounted for as a single unit of accounting due to the inability to obtain VSOE of fair value in accordance with the provisions of EITF Issue No. 00-21.

Deferred Revenue on Uncompleted Contracts — Deferred revenue on uncompleted contracts includes billings in excess of recognized revenue. Long-term deferred revenue on uncompleted contracts represents revenue associated with the design and build phase of DBO contracts accounted for as a single unit of accounting due to the inability to obtain VSOE of fair value of the separate deliverables within the arrangements in accordance with the provisions of EITF Issue No. 00-21.

Cash — Cash includes cash on hand and cash in banks.

The Company participates in the centralized cash management system of Tyco where cash receipts are transferred to and cash disbursements are funded by Tyco, principally on a daily basis. These advances are subject to the terms of various cash management and loan agreements between the Company and the Parent. The amount of cash reported by the Company represents amounts held outside of the cash management system. Negative cash positions at September 28, 2007, September 29, 2006, and September 30, 2005, of $19.1 million, $14.7 million, and $12.4 million, respectively, are classified as other current liabilities in the accompanying combined balance sheets.

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On occasion, the Company is required to post cash collateral to secure obligations related to various construction projects and other legal obligations. The amount of associated restricted cash was $5.9 million, $3.0 million, and $2.3 million at September 28, 2007, September 29, 2006, and September 30, 2005, respectively. Such restricted cash is primarily related to international warranty and debt reserve obligations on existing projects or bids for potential projects. Due to the long-term nature of these projects, principally all of the Company’s restricted cash is classified as a noncurrent asset, included in other assets in the accompanying combined balance sheets.

Accounts Receivable and Allowance for Doubtful Accounts — The Company’s principal asset is accounts receivable, and substantially all customers are provided trade credit. For the years ended September 28, 2007, September 29, 2006, and September 30, 2005, approximately 8.0%, 10.8%, and 10.7% of the accounts receivable balance was due from various agencies of the United States government, respectively. Concentrations of credit risk associated with the remaining accounts receivable are limited due to the large number of organizations comprising the Company’s customer base, their geographic dispersion, and the credit evaluation process.

The accounts receivable amounts reflected in the accompanying combined balance sheets include billed receivables, unbilled costs, and an allowance for doubtful accounts. Unbilled costs represent costs and amounts earned and reimbursable under contracts in progress as of the date of the combined balance sheets but not yet billed to customers. Such amounts become billable according to the contract terms, which usually consider the passage of time, achievement of certain milestones, or completion of the project. The allowance for doubtful accounts reflects the Company’s best estimate of probable losses inherent in the receivable portfolio determined on the basis of historical experience, specific allowances for known troubled accounts, and other currently available evidence.

In accordance with the terms of certain long-term contracts, customers may be permitted to withhold between 5% and 10% of such billings until completion and acceptance of the contracts. The amounts withheld are referred to as retentions. Final payment of all such amounts withheld might not be received within a one-year period. As a result, retentions have been included in other assets in the combined balance sheets and comprise $14.8 million, $16.2 million, and $19.0 million, net of allowance of $3.7 million, $5.5 million, and $4.3 million as of September 28, 2007, September 29, 2006, and September 30, 2005, respectively. It is not practicable to estimate when the amounts of retainage are expected to be collected.

Property, Equipment, and Improvements — Property, equipment, and improvements are carried at historical cost in the combined balance sheets and shown net of accumulated depreciation. Depreciation and amortization are computed by using the straight-line method over the estimated useful life of the asset. Amortization for leased assets is recorded over the shorter of the lease life or the estimated useful life of the asset. The cost of leasehold improvements is amortized using the straight-line method over the shorter of remaining term of lease or the useful life of the leasehold improvement. Upon retirement or other disposition of property, equipment, or improvements, the cost and any related accumulated depreciation are removed from the accounts and the resulting gains or losses are reflected in earnings. Significant additions and improvements are capitalized. Maintenance and repairs, as well as improvements of minor amounts, are recorded to expense in the current period.

Estimated useful lives are as follows:

Impairment of Long-Lived Assets — The Company reviews long-lived assets, including intangible assets with finite lives, for impairment whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. When it is probable that the undiscounted expected future cash flows will not be sufficient to recover an asset’s carrying amount, the asset is written down to its fair value.

Translation of Foreign Currency — For the Company’s operations that account in a functional currency other than U.S. dollars, assets and liabilities are translated into U.S. dollars at year-end exchange rates while revenues and expenses are translated at the average exchange rates in effect during the year. Transactions involving currencies other than the U.S. dollar are recovered at the rate of exchange prevailing at the time the transactions are made. Foreign currency translation gains and losses are reflected within Parent company equity (deficit) and as a component of accumulated other comprehensive loss. Gains and losses arising from foreign currency transactions are reflected in other expenses (income) in the combined statements of operations. The Company does not operate in any highly inflationary environments.

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Income Taxes — In determining income (loss) for financial statement purposes, the Company must make certain estimates and judgments. These estimates and judgments affect the calculation of certain tax liabilities and the determination of the recoverability of certain deferred tax assets, included in both other current assets and other assets in the accompanying combined balance sheets, which arise from temporary differences between tax and financial statement recognition of revenue and expense.

In evaluating the ability to recover deferred tax assets, the Company considers all available positive and negative evidence including past operating results, the existence of cumulative losses in the most recent years, and the forecast of future taxable income. In estimating future taxable income, the Company develops assumptions including the amount of future state, federal, and international pretax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates the Company is using to manage the underlying businesses.

The Company currently has recorded significant valuation allowances that it intends to maintain until it is more likely than not the deferred tax assets will be realized. The income tax expense recorded in the future will be reduced to the extent of decreases in valuation allowances. The realization of remaining deferred tax assets is primarily dependent on future taxable income in the appropriate jurisdiction. Any reduction in future taxable income including, but not limited to, any future restructuring activities may require that the Company record an additional valuation allowance against deferred tax assets. An increase in the valuation allowance would result in additional income tax expense in such period and could have a significant impact on future earnings. If a change in a valuation allowance occurs, which was established in connection with an acquisition, such adjustment may impact goodwill rather than the income tax provision.

Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Management is not aware of any such changes that would have a material effect on the Company’s results of combined financial position, results of operations, and cash flows.

In addition, the calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations in a multitude of jurisdictions across global operations. The Company recognizes potential liabilities and records tax liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on an estimate of whether, and to the extent to which it is probable that, additional taxes will be due and such amounts are reasonably estimable. These tax liabilities are reflected net of related tax loss carryforwards. The Company adjusts these reserves in light of changing facts and circumstances; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from the current estimate of the tax liabilities. If the estimate of tax liabilities proves to be less than the ultimate assessment, an additional charge to expense would result. If payment of these amounts ultimately proves to be less than the recorded amounts, the reversal of the liabilities would result in tax benefits being recognized in the period when the Company determines the liabilities are no longer necessary. If the tax liabilities relate to tax uncertainties existing at the date of the acquisition of a business, the adjustment of such tax liabilities will result in an adjustment to the goodwill recorded at the date of acquisition.

Fair Value of Financial Instruments — As defined by FASB Statement No. 107, Disclosures about Fair Value of Financial Instruments, the Company’s financial instruments include transactions with the Parent and related parties included within Parent company equity (deficit) and amounts due from (to) Tyco and affiliates in the accompanying combined balance sheets. Management is not able to practically estimate the fair value of these transactions with the Parent and related parties due to the related-party nature of these balances.

Additional financial instruments include accounts receivable and other amounts arising out of normal contract activities, including retentions that may be settled beyond one year, accounts payable, accrued expenses, and long-term debt, including capital lease obligations, approximate fair value at September 28, 2007, September 29, 2006, and September 30, 2005.

Parent Company Investment and Amounts Due From (To) Tyco and Affiliates — The net cash activity associated with the Parent, which includes the activity associated with the cash management system, is recorded as a net capital contribution from or distribution to the Parent in the combined statements of Parent company equity (deficit) and comprehensive income (loss) and in amounts due from (to) Tyco and affiliates in the combined balance sheets. The net cash activity with the Parent was recorded as a net capital distribution to the Parent and amounted to $9.0 million, $31.5 million, and $31.4 million for the years ended September 28, 2007, September 29, 2006, and September 30, 2005, respectively. In addition, the amounts due from (to) Tyco and affiliates include the noncash expenses allocated from the Parent that are discussed in Note 12. Net interest earned or paid on advances between Tyco and the Company is reflected in the accompanying combined statements of operations.

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Stock-Based Compensation — Effective October 1, 2005, Tyco and the Company adopted FASB Statement No. 123(R), Share-Based Payment, which requires compensation costs related to share-based transactions, including employee stock options, to be recognized in the combined financial statements based on fair value. FASB Statement No. 123(R) revises FASB Statement No. 123, as amended, Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees. The Company adopted FASB Statement No. 123(R) using the modified prospective application transition method. Under this method, compensation cost is recognized for the unvested portion of share-based payments granted prior to October 1, 2005, and all share-based payments granted subsequent to September 30, 2005, over the related vesting period. Prior to October 1, 2005, the Company applied the intrinsic-value-based method prescribed in APB Opinion No. 25 in accounting for employee stock-based compensation. Prior-period results have not been restated upon the adoption of FASB Statement No. 123(R). Due to the adoption of FASB Statement No. 123(R), the Company’s combined results from continuing operations for 2006 include incremental share-based compensation expense totaling $3.3 million.

Accrued Expenses — Accrued expenses consist of accrued salaries and wages, vacations, legal and audit fees, insurance, bonus, taxes, and other accruals. Accrued vacations and holidays were $17.8 million, $18.3 million, and $18.8 million at September 28, 2007, September 29, 2006, and September 30, 2005, respectively.

FCPA Matters — In connection with the Company’s operations in Germany, in 2005 and 2006 the Company engaged in reviews of the internal controls and legal compliance procedures within the finance and accounting departments of Earth Tech Klartechnik GmbH (BUT). The Company’s internal investigations revealed that certain payments made by a subcontractor for a third-party investor partner in a joint venture in which BUT was a party may have been made in violation of the Foreign Corrupt Practices Act (FCPA). Although the recipients of the payments could not be ascertained, management has nevertheless dissolved its relationship with the joint venture and third-party investor to said joint venture, improved its internal controls, voluntarily reported these potential violations to the Securities and Exchange Commission and the United States Department of Justice, and has continued to cooperate fully with these agencies regarding these matters.

Summary of Significant Recent Accounting Pronouncements — In June 2006, the FASB issued FIN No. 48, Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109. This interpretation prescribes a comprehensive model for the financial statement recognition, measurement, presentation, and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. FIN No. 48 was effective for the Company in the first quarter of 2008, and its adoption did not have a material impact on the results of the Company’s combined financial position, results of operations, and cash flows.

In September 2006, the FASB issued FASB Statement No. 157, Fair Value Measurements, which enhances existing guidance for measuring assets and liabilities at fair value. FASB Statement No. 157 defines fair value and expands disclosures about fair value measurements. FASB Statement No. 157 is effective for the Company beginning in fiscal year 2009. The Company is currently assessing the impact, if any, that FASB Statement No. 157 will have on the results of its combined financial position, results of operations, and cash flows.

In September 2006, the FASB issued FASB Statement No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB Statements No. 87, 88, 106, and 132(R). FASB Statement No. 158 requires that employers recognize the funded status of defined benefit pension and other postretirement benefit plans as a net asset or liability on the balance sheet and recognize as a component of other comprehensive income (loss), net of tax, the gains or losses and prior service costs or credits that arise during the period but are not recognized as a component of net periodic benefit cost. Under FASB Statement No. 158, companies are required to measure plan assets and benefit obligations as of their fiscal year end. The Company presently uses a measurement date of August 31. FASB Statement No. 158 also requires additional disclosure in the notes to the combined financial statements. The recognition provisions of FASB Statement No. 158 were effective at the end of fiscal year 2007, while the measurement date provisions become effective in fiscal year 2009. The Company adopted the recognition and disclosure provisions of FASB Statement No. 158 as of September 28, 2007. The Company recognized a net $7.5 million liability through a reduction in total parent company equity (deficit).

In February 2007, the FASB issued FASB Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115. FASB Statement No. 159 permits an entity, on a contract-by-contract basis, to make an irrevocable election to account for certain types of financial instruments and warranty and insurance contracts at fair value, rather than historical cost, with changes in the fair value, whether realized or unrealized, recognized in earnings. FASB Statement No. 159 is effective for the Company in the first quarter of fiscal year 2009. The Company is currently assessing the impact that FASB Statement No. 159 will have on the results of its combined financial position, results of operations, and cash flows.

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In June 2007, the EITF reached a consensus on EITF Issue No. 06-11, Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards. EITF Issue No. 06-11 states that an entity should recognize a realized tax benefit associated with dividends on nonvested equity shares, nonvested equity share units, and outstanding equity share options charged to retained earnings as an increase in common stock. The amount recognized in common stock should be included in the pool of excess tax benefits available to absorb potential future tax deficiencies on share-based payment awards. EITF Issue No. 06-11 should be applied prospectively to income tax benefits of dividends on equity-classified, share-based payment awards that are declared in fiscal years beginning on February 1, 2008. The Company is currently assessing the impact, if any, that EITF Issue No. 06-11 will have on the results of its combined financial position, results of operations, and cash flows.

In December 2007, the FASB issued FASB Statement No. 141R, Business Combinations. FASB Statement No. 141R retains the fundamental requirements in FASB Statement No. 141 that the acquisition method of accounting (which FASB Statement No. 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. FASB Statement No. 141R defines the acquirer as the entity that obtains control of one or more businesses in the business combination and establishes the acquisition date as the date that the acquirer achieves control. FASB Statement No. 141R is effective for business combination transactions for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The Company is currently assessing the impact, if any, that FASB Statement No. 141R will have on the results of its combined financial position, results of operations, and cash flows.

In December 2007, the FASB issued FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements. This statement amends Accounting Research Bulletin No. 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. FASB Statement No. 160 is effective for fiscal years and interim periods within those fiscal years beginning on or after December 15, 2008. The Company is currently assessing the impact, if any, that FASB Statement No. 160 will have on the results of its combined financial position, results of operations, and cash flows.

In December 2007, the FASB ratified the EITF consensus on EITF Issue No 07-1, Accounting for Collaborative Arrangements, which discusses how parties to a collaborative arrangement (which does not establish a legal entity within such arrangement) should account for various activities. The consensus indicates that costs incurred and revenues generated from transactions with third parties (i.e., parties outside of the collaborative arrangement) should be reported by the collaborators on the respective line items in their income statements pursuant to EITF Issue No. 99-19, Reporting Revenue Gross as a Principal Versus Net as an Agent. Additionally, the consensus provides that income statement characterization of payments between the participation in a collaborative arrangement should be based upon existing authoritative pronouncements; analogy to such pronouncements if not within their scope; or a reasonable, rational, and consistently applied accounting policy election. EITF Issue No. 07-1 is effective for interim or annual reporting periods in fiscal years beginning after December 15, 2008, and is to be applied retrospectively to all periods presented for collaborative arrangements existing as of the date of adoption. The Company is currently assessing the impact, if any, that EITF Issue No. 07-1 will have on the results of its combined financial position, results of operations, and cash flows.

3.      INVESTMENTS IN JOINT VENTURES AND VIES

As is common to the industry, the Company executes certain contracts jointly with third parties through various forms of joint ventures, including partnership and corporate joint ventures. All debt outstanding for joint ventures is nonrecourse debt. In the event that the joint ventures require additional funding, the Company is obligated under contingent capital calls.

The following is a description of certain of the Company’s joint ventures, for which the Company is the primary beneficiary:

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The following is a description of the significant unconsolidated joint ventures with 50% or less owned interests for which the Company is not the primary beneficiary:

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Summary financial information of the unconsolidated joint ventures with 50% or less owned interests is as follows (dollars in millions):

The following is a description of the unconsolidated joint ventures with greater than 50% owned interests for which the Company is not the primary beneficiary:

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·                  In April 2002, a joint venture was formed to renovate, operate, and maintain an existing water plant for 20 years so as to improve the quality and quantity of treated water supplied by the plant, for which the Company owns a 52% equity interest. The joint venture has a contractual life of 20 years, during which time services for 100% of the plant’s output, treated wastewater, are purchased by the Municipality of Tianjin in the People’s Republic of China via an exclusive service agreement. As of September 28, 2007, September 29, 2006, and September 30, 2005, the joint venture had equity earnings of $1.9 million, $1.9 million, and $1.8 million, respectively. The aggregate maximum exposure to loss as a result of the Company’s involvement with this joint venture is limited to the equity investment, which is $22.9 million as of September 28, 2007.

Summary financial information of the unconsolidated joint ventures with greater than 50% owned interests is as follows (dollars in millions):