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 5, 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 May 5, 2011, AECOM Technology Corporation issued a press release announcing the financial results for its fiscal second quarter ended March 31, 2011. 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 5, 2011, announcing AECOM’s financial results for the second quarter ended March 31, 2011.

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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 second-quarter fiscal year 2011 financial results

·                  Second-quarter diluted earnings per share of 49 cents.

·                  Net income from continuing operations for the second quarter of $58 million.

·                  Revenue for the second quarter of $1.9 billion.

·                  Revenue, net of other direct costs, for the second quarter of $1.3 billion.

·                  Total backlog at March 31 of $15.4 billion.

·                  FY11 EPS guidance range increased to $2.35-$2.40 from $2.25-$2.35.

LOS ANGELES (May 5, 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 second quarter of fiscal year 2011, which ended March 31, 2011.

AECOM reported net income from continuing operations of $58 million for the second quarter and diluted earnings per share (EPS) from continuing operations of 49 cents for the second quarter. This represents a decrease of 2% from net income from continuing operations of $59 million and a decrease of 4% from diluted earnings per share of 51 cents for the same period last year.  During the quarter, the company ceased its operations in Libya, which had a negative $0.08 EPS impact.  Operating income for the second quarter increased to $87 million, 5% higher than the same period last year.

Second-quarter revenue was $1.9 billion, a 21% increase from the second 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, also provides a valuable perspective on its business results.  Second-quarter revenue, net of other direct costs, was $1.3 billion, representing a 23% increase over the same period last year.  Excluding the impact of Libya, organic revenue, net of other direct costs, increased 4% year over year.

For the first six months of fiscal year 2011, AECOM reported net income of $115 million and operating income of $178 million, an increase of 10% and 19%, respectively, compared to the same period last year, despite the negative impact from Libya.  For the first six months of fiscal 2011, AECOM reported revenue of $3.9 billion and revenue, net of other direct costs, of $2.5 billion, an increase of 26% and 24%, respectively, compared to the same period last year.

“We saw continued organic growth, both in revenue and backlog, during the second quarter,” said John M. Dionisio, AECOM president and chief executive officer.  “We are pleased that we were able to achieve solid results even with challenging external events, which we believe speaks to the resilience of our diversified business model and to the agility of our team around the world.”

“We are poised for continued strong performance as we capitalize on organic-growth opportunities around the world and drive revenue and cost synergies from recent acquisitions.  With the fiscal year 2011 federal budget now in place, we expect to see a meaningful increase in our U.S. government business during the second half of the year,” 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 second 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 25% from revenue of $1.3 billion for the same period last year and a decrease of 6% from operating income of $97 million for the same period last year.  The company’s withdrawal from Libya negatively impacted PTS segment results.

PTS revenue, net of other direct costs, increased 19% for the second 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 second quarter of fiscal year 2011, the MSS segment reported revenue of $291 million and operating income of $19 million.  Revenues increased by 2% from the same period last year, while operating income increased 39% from $14 million in the same period last year.

MSS revenue, net of other direct costs, increased 73% for the second quarter of fiscal year 2011, to $149 million.

Balance Sheet and Cash Flow

As of March 31, 2011, AECOM had $403 million of total cash and cash equivalents, $1.2 billion of debt and $600 million in committed bank facilities with $338 million in unused capacity.  Cash flow from operations totaled $33 million in the quarter, an $85-million improvement from the prior year.

Backlog

AECOM announced backlog of $15.4 billion at March 31, 2011, a 56% increase year over year.  Organically, backlog increased by 6% year over year and 10% excluding Libya.

Outlook

“Our significant organic backlog growth and increase in cash flow point to continued improvements in our markets,” said Michael S. Burke, AECOM executive vice president and chief financial officer.

“An improving global business environment and our exposure to high-growth emerging and natural resource-rich markets, provide us with confidence to increase our guidance for fiscal year 2011,” Burke said.

Based on its results through the second quarter of the fiscal year, as well as its backlog, AECOM has raised its EPS outlook for fiscal year 2011 to $2.35-$2.40.  In addition, the company expects that Q3 earnings will contribute approximately one quarter of the full year’s earnings.

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AECOM is hosting a conference call today at 10 a.m. ET, 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 1-866-578-5801 or 1-617-213-8058 and entering the passcode 44062366.  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 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 45,000 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 approximately 125 countries and had revenue of $7.3 billion during the 12 months ended March 31, 2011. 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.  We 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)

* March 31, 2011, figure includes deferred compensation plan termination of ($90) million and associated excess tax benefits of ($58) million.

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AECOM TECHNOLOGY CORPORATION

Reportable Segments

(in thousands)

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AECOM TECHNOLOGY CORPORATION

Reportable Segments

(in thousands)

***

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