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):  February 8, 2011

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 February 8, 2011, AECOM Technology Corporation issued a press release announcing the financial results for its fiscal first quarter ended December 31, 2010. 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 February 8, 2011, announcing AECOM’s financial results for the first quarter ended December 31, 2010.

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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

AECOM reports first-quarter fiscal year 2011 financial results

Q1 EPS increased 20% year over year, backlog grew 55% to $15.5 billion

·                  First-quarter diluted earnings per share increased 20% year over year to 48 cents.

·                  Net income from continuing operations for the first quarter increased 25% year over year to $57 million.

·                  Revenue for the first quarter increased 31% year over year to $1.9 billion.

·                  Revenue, net of other direct costs, for the first quarter increased 26% year over year to $1.2 billion.

·                  Organic revenue, net of other direct costs, for the first quarter increased 7% year over year.

·                  Total backlog at Dec. 31, 2010, increased 55% year over year to $15.5 billion.

·                  Diluted earnings per share range outlook increased to $2.25 to $2.35 for full fiscal year 2011.

LOS ANGELES (Feb. 8, 2011) — 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 first quarter of fiscal year 2011, which ended Dec. 31, 2010.

AECOM reported net income from continuing operations of $57 million for the first quarter and diluted earnings per share (EPS) of 48 cents for the first quarter.  This represents an increase of 25% over net income from continuing operations of $46 million and an increase of 20% over diluted earnings per share of 40 cents for the same period last year.

First-quarter revenue was $1.9 billion, a 31% increase from the first quarter of fiscal year 2010.  AECOM’s gross revenue includes a significant amount of pass-through costs and, therefore, the company believes that revenue, net of other direct costs, which is a non-GAAP measure and excludes such pass-through costs, also provides a valuable perspective on its business results.

First-quarter revenue, net of other direct costs, was $1.2 billion, representing a 26% increase over the same period last year.  Organic revenue, net of other direct costs, for the first quarter increased 7% year over year.  Organic revenue excludes revenue from companies acquired in the last 12 months.

“We saw strong organic-growth improvements in both revenue and backlog during the first quarter,” said John M. Dionisio, AECOM president and chief executive officer.  “Growth was driven primarily by AECOM’s increasing presence in high-growth, emerging markets and economies that export natural resources.

“We are poised for continued, strong performance as we capitalize on new organic-growth opportunities, drive revenue synergies from recent acquisitions and seize new opportunities created through increased cross-selling and the anticipated growth of alternative delivery procurement and public-private partnerships,” Dionisio said.

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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 first quarter of fiscal year 2011, the PTS segment reported revenue of $1.6 billion and operating income of $92 million.  This represents an increase of 31% from revenue of $1.2 billion for the same period last year and an increase of 24% over operating income of $74 million for the same period last year.

PTS revenue, net of other direct costs, increased 23% for the first quarter of fiscal year 2011 to $1.1 billion.

Management Support Services

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

For the first quarter of fiscal year 2011, the MSS segment reported revenue of $360 million and operating income of $22 million.  This represents an increase of 30% from revenue of $276 million for the same period last year and an increase of 62% over operating income of $13 million for the same period last year.

MSS revenue, net of other direct costs, increased 64% for the first quarter of fiscal year 2011, to $129 million.

Balance Sheet

As of Dec. 31, 2010, AECOM had $421 million of total cash and cash equivalents, $1.2 billion of debt with $600 million in committed bank facilities that have $269 million in unused capacity.

Backlog

AECOM announced backlog of $15.5 billion at Dec. 31, 2010, a 55% increase year over year.

Outlook

“Fiscal year 2011 is off to a solid start, said Michael S. Burke, AECOM executive vice president and chief financial officer.  “Our results for the quarter were positively impacted by continued improvement to our EBITDA margins — a 77-basis point improvement during the first quarter — driven by continued efficiencies and growth in higher-margin services.

“Together with improved organic growth and backlog, these results point to an improving business environment and give us confidence in our fiscal year 2011 outlook,” Burke said.

Based on its results through the first quarter of the fiscal year, as well as its backlog, AECOM has raised its EPS outlook for fiscal year 2011 to $2.25 to $2.35.

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AECOM is hosting a conference call today at 11 a.m. EST, during which management will make a brief presentation focusing on the company’s results, strategies and operating trends.  Those wishing to dial in to the call via telephone can do so by dialing (866) 362-5158 or 1 (617) 597-5397 and entering the passcode 46412728.  Interested parties also 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.

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, energy, water and government.  With approximately 52,000 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 create, 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 $7.0 billion during the 12 months ended Dec. 31, 2010.  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 merger and 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.  W e do not intend, and undertake no obligation, to update any forward-looking statement.

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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)

* Three months ended Dec. 31, 2010, figure includes payment for deferred compensation plan termination ($90 million) and associated excess tax benefits ($58 million).

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AECOM TECHNOLOGY CORPORATION

Reportable Segments

(in thousands)

***

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