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Joint Ventures and Variable Interest Entities

12 Months Ended

Sep. 30, 2023

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, operations and maintenance services, and invest in real estate projects. 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 a 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 joint ventures of this type, 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 result 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 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 and is treated as an equity method investment 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.

As part of the above analysis, 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.

Contractually required support provided to the Company’s joint ventures is discussed in Note 18.

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



		September 30,			September 30,
		2023			2022

		(in millions)
Current assets		$	806.3		$	630.8
Non-current assets			75.9			73.8
Total assets		$	882.2		$	704.6

Current liabilities		$	779.6		$	530.6
Non-current liabilities			1.5			1.5
Total liabilities			781.1			532.1
Total AECOM (deficit) equity			(54.9)			56.7
Noncontrolling interests			156.0			115.8
Total owners’ equity			101.1			172.5
Total liabilities and owners’ equity		$	882.2		$	704.6

Total revenue of the consolidated joint ventures was $1,984.3 million, $1,411.7 million, and $826.8 million for the years ended September 30, 2023, 2022 and 2021, 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 financial information of the unconsolidated joint ventures, as derived from their unaudited financial statements, is as follows:


		September 30,			September 30,
		2023			2022

		(in millions)
Current assets		$	1,177.4		$	1,279.4
Non-current assets			996.3			1,128.7
Total assets		$	2,173.7		$	2,408.1

Current liabilities		$	605.9		$	751.4
Non-current liabilities			441.7			521.3
Total liabilities			1,047.6			1,272.7
Joint ventures’ equity			1,126.1			1,135.4
Total liabilities and joint ventures’ equity		$	2,173.7		$	2,408.1

AECOM’s investment in joint ventures		$	139.2		$	355.0


		Twelve Months Ended
		September 30,			September 30,
		2023			2022

		(in millions)
Revenue		$	1,248.2		$	1,801.5
Cost of revenue			1,170.7			1,743.1
Gross profit		$	77.5		$	58.4
Net income		$	72.9		$	52.1

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


		Fiscal Year Ended
		September 30,			September 30,			September 30,
		2023			2022			2021

		(in millions)
Pass-through joint ventures		$	24.5		$	29.2		$	23.6
Other joint ventures			(303.9)			24.4			11.4
Total		$	(279.4)		$	53.6		$	35.0

During fiscal 2023, the Company initiated a process to explore strategic options for the AECOM Capital business, consistent with the Company's focus on its professional services business. During the third quarter of fiscal 2023, the Company identified indicators of impairment in the equity method investments held in its AECOM Capital segment. Specifically, the Company identified evidence that the carrying value of certain of the investments in its real estate portfolio were in excess of their fair values. The Company concluded it no longer had the intent to retain certain of these investments for a period of time sufficient to allow for an anticipated recovery in market value. In the third quarter of fiscal 2023, the Company recorded an impairment loss of $307.0 million to reduce the carrying value of these investments to their estimated fair values. This impairment did not relate to investments in respect of which affiliates of AECOM Capital provide advisory services or manage third party capital. AECOM Capital will continue to manage existing investment vehicles and investments in a manner consistent with their current obligations. Fair value was determined using Level 3 inputs such as forecasted cash flows and comparable sales prices.