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Joint Ventures and Variable Interest Entities

3 Months Ended

Dec. 31, 2012

Joint Ventures and Variable Interest Entities

Joint Ventures and Variable Interest Entities

6. Joint Ventures and Variable Interest Entities

The Company’s joint ventures provide architecture, engineering, program management, construction management and operations and maintenance services. Joint ventures, the combination of two or more partners, are generally formed for a specific project. Management of the joint venture is typically controlled by a joint venture executive committee, comprised of representatives from the joint venture partners. The joint venture executive committee normally provides management oversight and controls decisions which could have significant impact on the joint venture.

Some of the Company’s joint ventures have no employees and minimal operating expenses. For these joint ventures, the Company’s employees perform work for the joint venture, which is then billed to a third-party customer by the joint venture. These joint ventures function as pass through entities to bill the third-party customer. For consolidated entities, the Company records the entire amount of the services performed and the costs associated with these services, including the services provided by the other joint venture partners, in the Company’s results of operations. For certain of these joint ventures where a fee is added by an unconsolidated joint venture to client billings, the Company’s portion of that fee is recorded in equity in earnings of joint ventures.

The Company also has joint ventures that have their own employees and operating expenses, and to which the Company generally makes a capital contribution. The Company accounts for these joint ventures either as consolidated entities or equity method investments based on the criteria further discussed below.

The Company follows guidance issued by the FASB on the consolidation of variable interest entities (VIEs) that requires companies to utilize a qualitative approach to determine whether it is the primary beneficiary of a VIE. The process for identifying the primary beneficiary of a VIE requires consideration of the factors that indicate a party has the power to direct the activities that most significantly impact the joint venture’s economic performance, including powers granted to the joint venture’s program manager, powers contained in the joint venture governing board and, to a certain extent, a company’s economic interest in the joint venture. The Company analyzes its joint ventures and classifies them as either:

· a VIE that must be consolidated because the Company is the primary beneficiary or the joint venture is not a VIE and the Company holds the majority voting interest with no significant participative rights available to the other partners; or

· a VIE that does not require consolidation because the Company is not the primary beneficiary or the joint venture is not a VIE and the Company does not hold the majority voting interest.

If it is determined that the Company has the power to direct the activities that most significantly impact the joint venture’s economic performance, the Company considers whether or not it has the obligation to absorb losses or rights to receive benefits of the VIE that could potentially be significant to the VIE.

The Company has not provided financial or other support during the periods presented to any of its VIEs that it was not previously contractually required to provide. Contractually required support provided to the Company’s joint ventures is further discussed in Note 15.

Summary of unaudited financial information of the consolidated joint ventures is as follows:

		December 31, 2012			September 30, 2012
		(in millions)
Current assets		$	208.4		$	243.2
Non-current assets		—			—
Total assets		$	208.4		$	243.2

Current liabilities		$	39.8		$	43.1
Non-current liabilities		—			—
Total liabilities		39.8			43.1

Total AECOM equity		121.7			145.1
Noncontrolling interests		46.9			55.0
Total owners’ equity		168.6			200.1
Total liabilities and owners’ equity		$	208.4		$	243.2

Total revenue of the consolidated joint ventures was $130.7 million and $100.2 million for the three months ended December 31, 2012 and 2011, respectively. The assets of the Company’s consolidated joint ventures are restricted for use only by the particular joint venture and are not available for the general operations of the Company.

Summary of unaudited financial information of the unconsolidated joint ventures is as follows:

		December 31, 2012			September 30, 2012
		(in millions)
Current assets		$	587.7		$	598.8
Non-current assets		16.1			15.2
Total assets		$	603.8		$	614.0

Current liabilities		$	416.4		$	411.2
Non-current liabilities		3.2			2.7
Total liabilities		419.6			413.9

Joint ventures’ equity		184.2			200.1
Total liabilities and joint ventures’ equity		$	603.8		$	614.0

AECOM’s investment in joint ventures		$	86.3		$	91.0

Total revenue of the unconsolidated joint ventures was $527.5 million and $523.7 million for the three months ended December 31, 2012 and 2011, respectively.

Summary of AECOM’s equity in earnings of unconsolidated joint ventures is as follows:

		Three Months Ended
		December 31, 2012			December 31, 2011
		(in millions)

Pass through joint ventures		$	1.5		$	0.9
Other joint ventures		4.4			8.1
Total		$	5.9		$	9.0