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Mail Stop 4561
February 27, 2007
John M. Dionisio
Chief Executive Officer
Aecom Technology Corporation
555 South Flower Street, Suite 3700
Los Angeles, CA 90071
Re: Aecom Technology Corporation
Registration Statement on Form 10
File No. 0-52423
Filed January 29, 2007
Dear Mr. Dionisio:
We have reviewed the above filing and have the following
comments. Where indicated, we think you should revise your
document
in response to these comments. If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary. Please be as detailed as necessary in your
explanation. In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. Please note that the Form 10 goes effective by lapse of time 60
days after the original filing date, pursuant to Section 12(g)(1)
of
the Securities Exchange Act of 1934. Upon the expiration of this
60-
day time period, you will be subject to the reporting requirements
under Section 13(a) of the Securities Exchange Act of 1934. In
addition, we will continue to review your filing until all of our
comments have been addressed.
2. Please update your financial statements and related notes in
accordance with Rule 3-12 of Regulation S-X.
3. We note in Schedule 5.15(c) to the note purchase agreement,
filed
as Exhibit 10.3, that as of May 29, 1998, you had a 49% ownership
interest in Williams Brothers Iran Consulting Engineers. Iran is
identified by the U.S as a state sponsor of terrorism and is
subject
to U.S. economic sanctions and export controls. Please advise us
whether you continue to hold an interest in Williams Brothers Iran
Consulting Engineers and, if so, describe that company and its
operations, including any contacts with Iran. Describe for us any
other past, current and anticipated contacts you have with Iran,
whether through affiliates or other direct or indirect
arrangements.
Your response should describe any agreements, commercial
arrangements
or other contacts with the government of Iran or entities
controlled
by that government. We may have further comment.
Special Note Regarding Forward-Looking Statements
4. Please advise us why you believe you are entitled to the safe-
harbor provisions of the Private Securities Litigation Reform Act
of
1995. We note that at the time this Form 10 was filed you were
not
subject to the reporting requirements of Section 13(a) or Section
15(d) of the Exchange Act.
Business, page 1
5. We note that the registration statement includes disclosures
regarding the industry and your relative competitive position.
For
example, refer to the second paragraph of page two. Please
provide
us documentation that supports these disclosures. In providing
support, clearly mark the location of the information you believe
is
supportive of the statement referenced.
6. We note you include financial and statistical data for as of
September 30, 2006. Please update this disclosure to as of
December
31, 2006.
Risk Factors, page 15
7. For the first two risk factors, please revise the disclosure to
describe any material examples of the risk occurring in the last
two
years.
We conduct a portion of our operations through joint ventures...,
page 16
8. To the extent material, please quantify in the disclosure the
extent of your operations that are conducted though joint ventures
that you do not control.
Selected Consolidated Financial Data, page 22
9. Reference is made to your disclosure of cash and cash
equivalents,
excluding cash in consolidated joint ventures as a non-GAAP
measure.
Tell us how you have complied with the disclosure requirements of
Item 10(e) of Regulation S-K.
Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 23
Components of Income and Expense, page 23
10. We note management uses two non-GAAP measures, net service
revenues and separate recognition of compensation expense
associated
with stock matches, to analyze the results of operations. Yet you
have also provided a non-GAAP calculation of gross profit. Please
substantially revise your disclosure to clearly state what non-
GAAP
measures you are presenting and provide all relevant disclosures
required by Item 10(e) of Regulation S-K. In this regard, provide
a
statement disclosing the reasons why management believes that non-
GAAP gross profit provides useful information to investors and the
purposes for which management uses this measure. In addition, you
should avoid titles that are the same or confusingly similar to
GAAP
financial measures and include a reconciliation to the most
comparable measure in accordance with GAAP. Note that your
reference
to footnote 19 would not be sufficient.
Amended and Restated Credit Agreement, page 38
11. Please briefly describe the financial covenants of the credit
agreement and your senior notes.
Quarterly Results of Operations, page 41
12. Please advise us your basis for presenting consolidated
quarterly
information on a basis other than GAAP or revise accordingly.
Subsequent Events, page 44
13. Please disclose the cost of the HSMM acquisition.
14. Please update the disclosure regarding the SEEIP loans.
Security Ownership..., page 45
15. Please disclose the natural persons that control the voting
and
dispositive powers of the shares held by GSO Capital Partners.
16. Please revise footnote (4) to clarify whether the number of
shares of common stock held by U.S. Trust Company includes shares
issuable upon conversion of the Convertible Preferred Stock. If
not,
please tell us why you have omitted the underlying shares from the
table.
Executive Compensation, page 54
Overview, page 54
17. We note your description of the impact on compensation if your
financial performance improves relative to the performance
targets.
Please describe the impact on each type of compensation to the
extent
the company`s financial performance fails to satisfy the
performance
targets. Please address how failures may impact the determination
of
future performance targets.
18. Please disclose your policy for adjusting compensation to the
extent the calculations used to compute performance measurement
targets are later restated.
Elements of Compensation, page 55
19. Please disclose why the board modified the 2005PEP and 2006PEP
as
described in the third paragraph on page 57.
20. Please disclose why the board provided a one-time 100%
acceleration of vesting of employee options as described in the
first
paragraph on page 58.
Summary Compensation Table..., page 61
21. Refer to footnote 2. Please confirm to us that any amounts
accrued but not paid in 2006 have been included in the table.
Grants of Plan-based Awards for Fiscal Year 2006, page 63
22. Please tell us the purpose of the last column in this table.
In
addition, please disclose the methodology for determining the
exercise or base price of options awards and the methodology for
determining the grant date fair market value disclosed in the last
column. Refer to Instruction 3 to Item 402(d) of Regulation S-K.
Non-Qualified Deferred Compensation for Fiscal Year 2006, page 68
23. Please provide a footnote quantifying the extent to which
amounts
reported in the earnings column have been reported as compensation
in
the summary compensation table. Refer to the instruction to Item
402(i)(2).
Market Price of and Dividends On the Registrant`s Common Equity
and
Related Stockholder Matters, page 76
24. We note that you have publicly disclosed that you expect to
conduct an initial public offering in the second or third quarter
of
calendar 2007. Please include similar disclosure, within the
provisions of Rule 135 of the Securities Act, regarding your plans
to
create a trading market for your shares.
Recent Sales of Unregistered Securities, page 77
25. For each sale, please disclose the date of the sale and the
number of securities sold on that date. Also, please disclose the
type and amount of consideration paid in each sale. For
securities
issued in connection with the acquisition of a company, please
clarify whether the consideration received was securities of the
acquired company. Please identify each privately-held company
referenced in this section.
26. With respect to private placements relying on Regulation D,
please provide additional information regarding the number and
types
of purchasers.
Description of Registrant`s Securities to be Registered, page 79
27. Please disclose the terms of the stock repurchase plan.
Provide
a detailed description of how the stock price is determined.
Convertible Preferred Stock, page 80
28. Please provide a more detailed explanation of how the dividend
rate on your preferred stock is determined.
Financial Statements and Notes
Consolidated Statements of Income, page F-4
29. We note that you have included equity in earnings of joint
ventures within operating income. Please advise how your
presentation complies with Rule 5-03 of Regulation S-X.
Note 15 - Stockholders` Equity, page F-27
30. Please explain to us how you considered the guidance in SFAS
133
and EITF 00-19 in determining the accounting for the conversion
features of your Convertible Preferred Stock.
Note 24 - Subsequent Events, page F-33
31. Please quantify the purchase price for your acquisitions
subsequent to year end. To the extent any are material, advise us
how you have complied with Rule 3-05 of Regulation S-X.
* * *
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
Direct any questions regarding the accounting comments to
Yolanda Crittendon at (202) 551-3472, or Cicely LaMothe at (202)
551-
3413. Direct any other questions to Michael McTiernan at (202)
551-
3852, or the undersigned at (202) 551-3780.
Sincerely,
Karen J. Garnett
Assistant Director
John M. Dionisio
Aecom Technology Corporation
February 27, 2007
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