UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  May 7, 2009

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))

Item 2.02.                                       Results of Operations and Financial Condition.

On May 7, 2009, AECOM Technology Corporation issued a press release announcing the financial results for its fiscal second quarter ended March 31, 2009. A copy of the press release is attached to this report as Exhibit 99.1.  Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 9.01                                          Financial Statements and Exhibits. 

(d)  Exhibits

99.1             Press Release, dated May 7, 2009, announcing AECOM’s financial results for the second quarter ended March 31, 2009.

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SIGNATURES

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

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EXHIBIT INDEX

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Exhibit 99.1

News Release

For immediate release

NR 09-0502

AECOM reports 29% growth in revenue, backlog of $9.2 billion for second quarter of fiscal year 2009

·                  Second-quarter diluted earnings per share from continuing operations of 40 cents, up 14% from the same period last year.

·                  Net income from continuing operations for second quarter increased 20% year over year to $43 million.

·                  Operating income for second quarter increased 20% year over year to $71 million.

·                  Revenue, net of other direct costs, for the second quarter increased 29% year over year to $1.0 billion.

·                  Revenue for second quarter increased 29% year over year to $1.5 billion.

·                  Backlog at March 31, 2009, increased 30% year over year to $9.2 billion.

LOS ANGELES (May 7, 2009) — AECOM Technology Corporation (NYSE: ACM), a leading provider of professional technical and management support services for government and commercial clients around the world, announced today its financial results for the second quarter of fiscal year 2009, which ended March 31, 2009.

AECOM reported net income from continuing operations of $43 million for the second quarter, or diluted earnings per share (EPS) of 40 cents.  These results represent an increase of 20% over net income from continuing operations of $36 million — and an increase of 14% over diluted EPS of 35 cents — for the same period last year.  The net income amount does not include $0.4 million of earnings from discontinued operations associated with non-strategic assets acquired as part of the 2008 Earth Tech transaction, which AECOM intends to divest. Operating income for the second quarter increased 20% year over year to $71 million.  For the first six months of fiscal year 2009, AECOM reported net income from continuing operations of $84 million and operating income of $140 million, an increase of 28% and 36%, respectively, compared to the same period last year.

 —more—

Second-quarter revenue increased to $1.5 billion, 29% higher than the second quarter of fiscal year 2008. AECOM’s gross revenue includes a significant amount of pass-through costs and, therefore, the company believes revenue, net of other direct costs, which is a non-GAAP measure, also provides a valuable perspective on its business results.

AECOM’s second quarter revenue, net of other direct costs, increased 29% compared to the same period last year, to $1.0 billion.  For the first six months of fiscal 2009, AECOM reported revenue of $3.0 billion and revenue, net of other direct costs of $1.9 billion, an increase of 32% and 30%, respectively, compared to the same period last year.

“The strength of AECOM’s diversified global business model is reflected in our solid second-quarter results,” said John M. Dionisio, AECOM president and chief executive officer.  “Overall, we saw continued strength across our end markets.  Our ability to expand client relationships and collaborate across our operations around the globe contributed to the continued growth of our business.

“During the second quarter, we won a number of significant projects,” said Dionisio. “Mega projects such as Crossrail in the United Kingdom, the largest civil infrastructure project in Europe; the New Central Wan Chai Bypass in Hong Kong; and two California High-Speed Rail projects highlighted a quarter that also included key wins in India, the Middle East and Bangladesh.”

Business Segments

In addition to providing consolidated financial results, AECOM reports separate financial information for its two segments: Professional Technical Services (PTS) and Management Support Services (MSS).

Professional Technical Services

The PTS segment delivers planning, consulting, architecture and engineering design, and program and construction management services to institutional, commercial and government clients worldwide.

For the second quarter of fiscal year 2009, the PTS segment reported revenue of $1.2 billion and operating income of $79 million, compared to revenue of $1.0 billion and operating income of $61 million for the same period during fiscal year 2008.  This represents a 30% increase in revenue and a 31% increase in operating income year over year.  PTS revenue, net of other direct costs, increased 27% year over year to $899 million.

Management Support Services

The MSS segment provides program and facilities management and maintenance, training, logistics, consulting, technical assistance and systems integration services, primarily for agencies of the U.S. government.

For the second quarter of fiscal year 2009, the MSS segment reported revenue of $258 million and operating income of $15 million, compared to revenue of $209 million and operating income of $14 million for the same period during fiscal year 2008.  This represents a 24% increase in revenue and an 8% increase in operating income year over year.  MSS revenue, net of other direct costs, increased 67% year over year to $67 million.

Backlog

AECOM announced backlog totaling $9.2 billion at March 31, 2009, a 30% increase year over year.

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“During the second quarter, we continued to effectively execute our growth strategy across our end markets and geographies,” said Michael S. Burke, AECOM executive vice president and chief financial officer.  “Continued positive trends in margin improvement, where we saw a 24-basis-point improvement, and backlog growth, where we achieved a $2.1 billion increase in our year-over-year backlog, point to AECOM’s continued solid momentum in our global end markets.”

Outlook

Based on its results through the second quarter of the fiscal year, as well as its backlog, AECOM has reaffirmed its EPS outlook for fiscal year 2009 of $1.60 to $1.70. “Looking ahead, we believe that AECOM will continue to see growth and is well positioned to benefit from continued spending on infrastructure projects around the globe,” said Burke. “As such, we feel confident that our results will be in the upper half of the range.”

AECOM is hosting a conference call today at 11 a.m. EDT, during which management will make a brief presentation focusing on the company’s results, strategies and operating trends.  Interested parties can listen to the conference call and view accompanying slides via webcast at www.aecom.com.  The webcast will be available for replay following the call. Those wishing to dial in to the call via telephone can do so at (877) 941-2332 or (480) 629-9722.

About AECOM

AECOM (NYSE: ACM) is a global provider of professional technical and management support services to a broad range of markets, including transportation, facilities, environmental and energy.  With 43,000 employees around the world, AECOM is a leader in all of the key markets that it serves.  AECOM provides a blend of global reach, local knowledge, innovation, and technical excellence in delivering solutions that enhance and sustain the world’s built, natural, and social environments.  A Fortune 500 company, AECOM serves clients in more than 100 countries and had revenue of $5.9 billion during the 12-month period ended March 31, 2009.  More information on AECOM and its services can be found at www.aecom.com.

Forward-Looking Statements: All statements in this press release other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including any projections of earnings or other financial items; any statements of the plans, strategies and objectives for future operations; and any statements regarding future economic conditions or performance.  Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Important factors that could cause our actual results, performance and achievements, or industry results to differ materially from estimates or projections contained in forward-looking statements include: uncertainties related to funding, audits, modifications and termination of long-term government contracts; losses under fixed-price contracts; limited control over operations run through our joint venture entities; misconduct by our employees or consultants or our failure to comply with laws or regulations; failure to successfully execute our acquisition strategy; the need to retain and recruit key technical and management personnel; and unexpected adjustments and cancellations related to our backlog.  Additional factors that could cause actual results to differ materially from our forward-looking statements are set forth in our reports filed with the Securities and Exchange Commission. We do not intend, and undertake no obligation, to update any forward-looking statement.

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AECOM TECHNOLOGY CORPORATION

Reportable Segments

(in thousands)

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AECOM Technology Corporation

Condensed Consolidated Statement of Income

(in thousands, except per share data)

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AECOM Technology Corporation

Balance Sheet and Cash Flow Information

(in thousands)

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