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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





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FORM 10-Q





|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ---------------------------------------------------------------------------------------




For the quarterly period ended June 30, 2002





| ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ----------------------------------------------------------------------------------------




For the transition period from
 to





Commission File Number 333-82516





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AECOM MERGER CORPORATION


(Exact name of Registrant as specified in its charter)





Delaware (State or other
jurisdiction of incorporation or organization)

75-2988014 (I.R.S.
Employer Identification No.)





555 South Flower Street, Suite 3700


Los Angeles, California 90071


(213) 593-8000


(Address of principal executive offices, including zip code and telephone number)





Not Applicable


(Former name, former address and former fiscal year, if changed since last report)





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Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days:  Yes  ̈ No  x





Number of shares of common stock
outstanding at June 30, 2002: 200





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AECOM MERGER CORPORATION





INDEX TO FORM 10-Q





PagePart IFinancial InformationItem 1.    
Financial Statements

3Item 2.    
Managements Discussion and Analysis of Financial Condition and Results of Operations

4Item 3.    
Quantitative and Qualitative Disclosures About Market Risks

4Part IIOther InformationItem 6.    
Exhibits and Reports on Form 8 K

4Signature

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PART IFINANCIAL INFORMATION





Item 1.Financial Statements





AECOM MERGER CORPORATION





CONSOLIDATED BALANCE SHEET


June 30, 2002





AssetsCash

$
200Shareholders EquityCommon Stock, $.001 par value, authorized 1,000 shares, issued and outstanding 200 shares

$
Additional Paid-in-Capital


200$
200





1.Organization and PurposeAECOM Merger
Corporation (the Company) was incorporated in Delaware on February 6, 2002 for the purpose of facilitating a merger between the Companys wholly owned subsidiary, AECOM Merger Subsidiary Corporation (Subsidiary), and AECOM Technology
Corporation (AECOM), a related company. Subject to the approval of the stockholders of AECOM and an initial public offering by the Company, Subsidiary will merge with AECOM and all of the outstanding common stock and convertible preferred stock of
AECOM will be exchanged for new class A common stock and convertible preferred stock of the Company. The Company conducted no operations during the period from its formation through June 30, 2002.





2.Shareholders EquityThe Company is authorized to issue 1,000 shares of $0.001 par value common stock.
Officers of AECOM have acquired 200 shares in exchange for $200.





3.Basis of
ConsolidationThe consolidated balance sheet includes the accounts of the Company and the Companys wholly-owned subsidiary. All intercompany accounts have been eliminated in consolidation.




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Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations.





The Company conducted no operations during the period from its formation through June 30, 2002.





Item
3.Quantitative and Qualitative Disclosures About Market Risk.





The
Companys sole asset is $200 in cash and the Company conducted no operations during the period from its formation through June 30, 2002.





PART IIOTHER INFORMATION





Item 6.Exhibits and Reports on Form 8-K.





(a)  Exhibits





2.1

Agreement and Plan of Merger among AECOM Technology Corporation, AECOM Merger Corporation and AECOM Merger Subsidiary
Corporation (included as Annex A to the proxy statement/prospectus constituting a part of Registration Statement No. 333-82516 and incorporated herein by reference).3.1

Certificate of Incorporation of AECOM Merger Corporation (filed as an exhibit to Registration Statement No. 333-82516
and incorporated herein by reference).3.2

Bylaws of AECOM Merger Corporation (filed as an exhibit to Registration Statement No. 333-82516 and incorporated
herein by reference).





(b)  Reports on Form 8-K





None




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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 thereunto duly authorized.





AECOM MERGER CORPORATIONBy:

/s/    GLENN R. ROBSONGlenn R. Robson Senior Vice
President and Chief Financial Officer





Date: August 14, 2002




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