================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM 10-Q/A
(Mark One)
[X] AMENDMENT NO. 1 TO QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 2002
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 001-16565
-----------------
ACCENTURE LTD
Bermuda 98-0341111
(State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
Cedar House
41 Cedar Avenue
Hamilton HM12, Bermuda
(Address Of Principal Executive Offices)
(441) 296-8262
(Registrant's Telephone Number, Including Area Code)
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 period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]
The number of shares of the Registrant's Class A common shares, par value
$0.0000225 per share, outstanding as of June 30, 2002 was 433,026,068,
including 19,145,257 shares held by subsidiaries of the Registrant. The number
of shares of the Registrant's Class X common shares, par value $0.0000225 per
share, outstanding as of June 30, 2002 was 524,094,456.
================================================================================
EXPLANATORY NOTE
On October 10, 2002, Accenture announced that as a result of a calculation
error it was revising downwards previously reported Reimbursements and
Reimbursable expenses (and, accordingly, Revenues and Cost of services) by
equal amounts. Accenture has identified that previously reported Reimbursements
and Reimbursable expenses included certain intercompany transactions that had
not been fully eliminated. There is no change to Revenues before
Reimbursements, Operating income, Income before taxes, Net income or Earnings
per share. There is also no change to the Balance Sheets, the Statements of
Cash Flows or the Shareholders' Equity Statements. For additional information
regarding the revisions, see Note 1 to Accenture Ltd's financial statements
included elsewhere in this amendment.
This amendment to Accenture Ltd's Quarterly Report on Form 10-Q for the
quarterly period ended May 31, 2002 amends the affected items of the Quarterly
Report originally filed on July 15, 2002 to reflect the revisions described
above. This amendment does not otherwise update the disclosures set forth in
such items as originally filed and does not otherwise reflect events occurring
after the original filing of the Quarterly Report on July 15, 2002.
2
ACCENTURE LTD
INDEX
Page
----
Part I. Financial Information
Item 1. Financial Statements (unaudited)
Consolidated Balance Sheets as of August 31, 2001 and May 31, 2002......................... 4
Combined Income Statements Before Partner Distributions for the three and nine months ended
May 31, 2001 and Consolidated Income Statements for the three and nine months ended
May 31, 2002............................................................................. 5
Consolidated Shareholders' Equity Statement for the nine months ended May 31, 2002......... 6
Combined and Consolidated Cash Flows Statements for the nine months ended May 31, 2001
and 2002................................................................................. 7
Notes to Combined and Consolidated Financial Statements.................................... 8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations...... 13
Item 3. Quantitative and Qualitative Disclosures About Market Risk................................. 35
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K........................................................... 36
Signature........................................................................................... 37
3
PART I--FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ACCENTURE LTD
CONSOLIDATED BALANCE SHEETS
August 31, 2001 and May 31, 2002
(In thousands of U.S. dollars except share and per share amounts)
August 31,
2001
-----------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................................................................. $ 1,880,083
Restricted cash........................................................................................... --
Receivables from clients, net............................................................................. 1,498,812
Unbilled services......................................................................................... 731,802
Due from related parties.................................................................................. 69,500
Deferred income taxes, net................................................................................ 166,372
Other current assets...................................................................................... 233,068
-----------
Total current assets................................................................................... 4,579,637
-----------
NON-CURRENT ASSETS:
Due from related parties.................................................................................. 23,800
Investments............................................................................................... 324,139
Property and equipment, net............................................................................... 822,318
Goodwill.................................................................................................. --
Deferred income taxes, net................................................................................ 213,617
Other non-current assets.................................................................................. 97,845
-----------
Total non-current assets............................................................................... 1,481,719
-----------
TOTAL ASSETS................................................................................................. $ 6,061,356
===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term bank borrowings................................................................................ $ 189,872
Current portion of long-term debt......................................................................... 797
Accounts payable.......................................................................................... 371,794
Due to related parties.................................................................................... 818,888
Deferred revenue.......................................................................................... 810,043
Accrued payroll and related benefits...................................................................... 1,050,385
Income taxes payable...................................................................................... 515,304
Deferred income taxes, net................................................................................ 29,373
Other accrued liabilities................................................................................. 392,364
-----------
Total current liabilities.............................................................................. 4,178,820
-----------
NON-CURRENT LIABILITIES:
Long-term debt............................................................................................ 1,090
Retirement obligation..................................................................................... 343,249
Deferred income taxes, net................................................................................ 50,969
Other non-current liabilities............................................................................. 797,114
-----------
Total non-current liabilities.......................................................................... 1,192,422
-----------
MINORITY INTEREST............................................................................................ 407,926
-----------
SHAREHOLDERS' EQUITY:
Preferred shares, 2,000,000 shares authorized, 0 shares issued and outstanding............................ --
Class A common shares, par value $0.0000225 per share, 20,000,000,000 shares authorized, 343,307,238
issued as of August 31, 2001 and 431,331,891 issued as of May 31, 2002................................... 8
Class X common shares, par value $0.0000225 per share, 1,000,000,000 shares authorized, 591,161,472
shares issued and outstanding as of August 31, 2001 and 524,094,456 issued and outstanding as of
May 31, 2002............................................................................................. 13
Restricted share units (related to Class A common shares), 68,481,815 units issued and outstanding as of
August 31, 2001 and 57,657,168 units issued and outstanding as of May 31, 2002........................... 993,380
Additional paid-in capital................................................................................ 832,731
Treasury shares, at cost, 10,230,095 shares............................................................... --
Treasury shares owned by Share Employee Compensation Trust, at cost, 2,180,300 shares..................... --
Retained deficit.......................................................................................... (1,435,310)
Accumulated other comprehensive loss...................................................................... (108,634)
-----------
Total shareholders' equity............................................................................. 282,188
-----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY................................................................... $ 6,061,356
===========
May 31,
2002
-----------
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................................................................. $ 1,113,496
Restricted cash........................................................................................... 104,224
Receivables from clients, net............................................................................. 1,426,113
Unbilled services......................................................................................... 898,704
Due from related parties.................................................................................. 38,859
Deferred income taxes, net................................................................................ 155,721
Other current assets...................................................................................... 337,475
-----------
Total current assets................................................................................... 4,074,592
-----------
NON-CURRENT ASSETS:
Due from related parties.................................................................................. --
Investments............................................................................................... 94,583
Property and equipment, net............................................................................... 732,533
Goodwill.................................................................................................. 153,422
Deferred income taxes, net................................................................................ 206,465
Other non-current assets.................................................................................. 173,367
-----------
Total non-current assets............................................................................... 1,360,370
-----------
TOTAL ASSETS................................................................................................. $ 5,434,962
===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term bank borrowings................................................................................ $ 93,886
Current portion of long-term debt......................................................................... 2,299
Accounts payable.......................................................................................... 361,321
Due to related parties.................................................................................... 8,821
Deferred revenue.......................................................................................... 475,865
Accrued payroll and related benefits...................................................................... 1,232,564
Income taxes payable...................................................................................... 345,177
Deferred income taxes, net................................................................................ 26,014
Other accrued liabilities................................................................................. 488,026
-----------
Total current liabilities.............................................................................. 3,033,973
-----------
NON-CURRENT LIABILITIES:
Long-term debt............................................................................................ 3,915
Retirement obligation..................................................................................... 387,809
Deferred income taxes, net................................................................................ 3,478
Other non-current liabilities............................................................................. 936,360
-----------
Total non-current liabilities.......................................................................... 1,331,562
-----------
MINORITY INTEREST............................................................................................ 574,549
-----------
SHAREHOLDERS' EQUITY:
Preferred shares, 2,000,000 shares authorized, 0 shares issued and outstanding............................ --
Class A common shares, par value $0.0000225 per share, 20,000,000,000 shares authorized, 343,307,238
issued as of August 31, 2001 and 431,331,891 issued as of May 31, 2002................................... 10
Class X common shares, par value $0.0000225 per share, 1,000,000,000 shares authorized, 591,161,472
shares issued and outstanding as of August 31, 2001 and 524,094,456 issued and outstanding as of
May 31, 2002............................................................................................. 13
Restricted share units (related to Class A common shares), 68,481,815 units issued and outstanding as of
August 31, 2001 and 57,657,168 units issued and outstanding as of May 31, 2002........................... 835,996
Additional paid-in capital................................................................................ 1,293,519
Treasury shares, at cost, 10,230,095 shares............................................................... (250,248)
Treasury shares owned by Share Employee Compensation Trust, at cost, 2,180,300 shares..................... (45,710)
Retained deficit.......................................................................................... (1,228,562)
Accumulated other comprehensive loss...................................................................... (110,140)
-----------
Total shareholders' equity............................................................................. 494,878
-----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY................................................................... $ 5,434,962
===========
The accompanying notes are an integral part of these financial statements.
4
ACCENTURE LTD
COMBINED INCOME STATEMENTS BEFORE PARTNER DISTRIBUTIONS
CONSOLIDATED INCOME STATEMENTS
For the Three and Nine Months Ended May 31, 2001 and 2002
(In thousands of U.S. dollars except share and per share amounts)
(Unaudited)
Revised Revised
Three Months Ended Nine Months Ended
--------------------------- ---------------------------
May 31, 2001 May 31, 2002 May 31, 2001 May 31, 2002
------------ -------------- ------------ --------------
REVENUES:
Revenues before reimbursements........................ $2,953,289 $ 2,980,678 $8,666,285 $ 8,882,597
Reimbursements........................................ 458,403 369,982 1,245,330 1,137,822
---------- -------------- ---------- --------------
Revenues........................................... 3,411,692 3,350,660 9,911,615 10,020,419
OPERATING EXPENSES:
Cost of services*:
Cost of services before reimbursable expenses*..... 1,566,287 1,752,922 4,509,361 5,267,211
Reimbursable expenses.............................. 458,403 369,982 1,245,330 1,137,822
---------- -------------- ---------- --------------
Cost of services*.................................. 2,024,690 2,122,904 5,754,691 6,405,033
Sales and marketing*.................................. 318,315 413,897 771,293 1,173,032
General and administrative costs*..................... 365,387 378,873 1,130,724 1,204,832
Reorganization and rebranding costs................... 587,728 -- 777,234 --
---------- -------------- ---------- --------------
Total operating expenses*....................... 3,296,120 2,915,674 8,433,942 8,782,897
---------- -------------- ---------- --------------
OPERATING INCOME*........................................ 115,572 434,986 1,477,673 1,237,522
Gain (loss) on investments, net.......................... (9,459) (918) 179,700 (306,606)
Interest income.......................................... 17,218 9,510 59,613 33,550
Interest expense......................................... (15,305) (12,712) (25,415) (36,256)
Other income (expense)................................... (2,720) 13,170 20,793 14,926
Equity in losses of affiliates........................... (11,164) (2,425) (52,825) (8,888)
---------- -------------- ---------- --------------
INCOME BEFORE TAXES*..................................... 94,142 441,611 1,659,539 934,248
Provision for taxes...................................... 284,937 167,813 420,328 435,535
---------- -------------- ---------- --------------
INCOME (LOSS) BEFORE MINORITY INTEREST AND
ACCOUNTING CHANGE*...................................... (190,795) 273,798 1,239,211 498,713
Minority interest........................................ -- (159,337) -- (291,965)
---------- -------------- ---------- --------------
INCOME (LOSS) BEFORE ACCOUNTING CHANGE*.................. (190,795) 114,461 1,239,211 206,748
Cumulative effect of accounting change................... -- -- 187,974 --
---------- -------------- ---------- --------------
PARTNERSHIP INCOME (LOSS) BEFORE PARTNER
DISTRIBUTIONS*.......................................... $ (190,795) $1,427,185
========== ==========
NET INCOME............................................... $ 114,461 $ 206,748
============== ==============
Weighted Average Class A Common Shares:
Basic.................................................... -- 414,463,440 -- 411,525,404
Diluted.................................................. -- 1,027,990,942 -- 1,026,971,327
Earnings Per Class A Common Share:
Basic.................................................... -- $ 0.28 -- $ 0.50
Diluted.................................................. -- $ 0.27 -- $ 0.49
--------
* Excludes payments for partner distributions for periods ended on or prior to
May 31, 2001.
The accompanying notes are an integral part of these financial statements.
5
ACCENTURE LTD
CONSOLIDATED SHAREHOLDERS' EQUITY STATEMENT
For the Nine Months Ended May 31, 2002
(U.S. dollars and share amounts in thousands)
(Unaudited)
Restricted
Class A Class X Share Units
Common Shares Common Shares Common Shares Additional
Preferred -------------- ------------- -------------------- Paid-in
Shares $ No. Shares $ No. Shares $ No. Shares Capital
--------- --- ---------- --- ---------- --------- ---------- ----------
Balance at August 31, 2001........................ $ -- $ 8 343,307 $13 591,161 $ 993,380 68,482 $ 832,731
Comprehensive income..............................
Net income.......................................
Other comprehensive income (loss)................
Unrealized gains on marketable securities, net
of reclassification adjustment................
Foreign currency translation....................
Other comprehensive income (loss)................
Comprehensive income..............................
Income tax benefit on stock-based compensation
plans............................................ 16,586
Repurchases of common shares......................
Cancellation of restricted share units, net....... (3,428) (206)
Redemption of partners' SCA Class I common shares. (6,884)
Issuance of Class A common shares:
At carryover basis to minority shareholders in
transactions related to May 2002 offering....... 2 68,247 (67,067) 72,707
In May 2002 offering............................. 3,910 75,858
Employee Share Purchase Plan..................... 5,026 52,608
Restricted share units........................... 9,583 (153,956) (10,619) 134,334
For acquisitions................................. 1,259 31,350
Minority interest................................. 84,229
---- --- ------- --- ------- --------- ------- ----------
Balance at May 31, 2002........................... $ -- $10 431,332 $13 524,094 $ 835,996 57,657 $1,293,519
==== === ======= === ======= ========= ======= ==========
Accumulated
Treasury Other
Treasury Shares-- Compre-
Shares SECT Retained hensive
-------------------- ------------------- Earnings Income
$ No. Shares $ No. Shares (Deficit) (Loss) Total
--------- ---------- -------- ---------- ----------- ----------- ---------
Balance at August 31, 2001........................ $ -- -- $ -- -- $(1,435,310) $(108,634) $ 282,188
Comprehensive income..............................
Net income....................................... 206,748 206,748
Other comprehensive income (loss)................
Unrealized gains on marketable securities, net
of reclassification adjustment................ 9,453 9,453
Foreign currency translation.................... (10,959) (10,959)
---------
Other comprehensive income (loss)................ (1,506)
---------
Comprehensive income.............................. 205,242
Income tax benefit on stock-based compensation
plans............................................ 16,586
Repurchases of common shares...................... (259,485) (11,438) (45,710) (2,180) (305,195)
Cancellation of restricted share units, net....... (3,428)
Redemption of partners' SCA Class I common shares. (6,884)
Issuance of Class A common shares:
At carryover basis to minority shareholders in
transactions related to May 2002 offering....... 72,709
In May 2002 offering............................. 75,858
Employee Share Purchase Plan..................... (10,385) 172 42,223
Restricted share units........................... 19,622 1,036 --
For acquisitions................................. 31,350
Minority interest................................. 84,229
--------- ------- -------- ------ ----------- --------- ---------
Balance at May 31, 2002........................... $(250,248) (10,230) $(45,710) (2,180) $(1,228,562) $(110,140) $ 494,878
========= ======= ======== ====== =========== ========= =========
The accompanying notes are an integral part of these financial statements.
6
ACCENTURE LTD
COMBINED AND CONSOLIDATED CASH FLOWS STATEMENTS
For the Nine Months Ended May 31, 2001 and 2002
(In thousands of U.S. dollars)
(Unaudited)
Combined Consolidated
Cash Flow Cash Flow
2001 2002
----------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Partnership income before partner distributions............................................... $ 1,427,185
-----------
Net income.................................................................................... $ 206,748
-----------
Adjustments to reconcile partnership income and net income to net cash provided by operating
activities--
Depreciation............................................................................... 177,179 215,737
Amortization............................................................................... 137,500 --
(Gain) loss on investments, net............................................................ (179,700) 306,606
Equity in losses of affiliates............................................................. 52,825 8,888
Losses on disposal of property and equipment............................................... 17,156 15,474
Deferred income taxes...................................................................... 137,729 (33,047)
Minority interest.......................................................................... -- 291,965
Other items, net........................................................................... (6,342) 1,632
Cumulative effect of accounting change..................................................... (187,974) --
Change in assets and liabilities--.........................................................
(Increase) decrease in receivables from clients, net.................................... (137,353) 111,769
Increase in unbilled services........................................................... (124,986) (159,847)
Increase in other current assets........................................................ (53,946) (74,200)
(Increase) decrease in other non-current assets......................................... 37,446 (52,138)
Decrease in accounts payable............................................................ (11,908) (54,468)
Decrease in due to related parties...................................................... (26,045) --
Decrease in deferred revenue............................................................ (31,445) (318,451)
Increase in accrued payroll and related benefits........................................ 267,527 128,820
Decrease in income taxes payable........................................................ (100,124) (153,540)
Increase (decrease) in other accrued liabilities........................................ (34,904) 51,941
Increase in other non-current liabilities............................................... 634,516 52,659
----------- -----------
Total adjustments................................................................... 567,151 339,800
----------- -----------
Net cash provided by operating activities........................................... 1,994,336 546,548
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of investments............................................................ 421,861 12,139
Proceeds from sales of property and equipment................................................. 18,659 67,622
Purchases of businesses and investments, net of cash acquired................................. (215,461) (57,490)
Purchase of intangible assets................................................................. (157,000) --
Property and equipment additions.............................................................. (300,701) (155,403)
----------- -----------
Net cash used in investing activities............................................... (232,642) (133,132)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in restricted cash of Share Employee Compensation Trust.............................. -- (104,224)
Capital paid in by partners................................................................... 146,328 --
Repayment of paid-in capital to partners...................................................... (524,112) --
Payment to AW-SC.............................................................................. (313,832) --
Issuance of common shares in May 2002 offering................................................ -- 75,858
Issuance of common shares for Employee Share Purchase Plan.................................... -- 42,223
Purchase of treasury shares................................................................... -- (259,485)
Purchase of treasury shares by Share Employee Compensation Trust.............................. -- (45,710)
Purchase of Accenture SCA Class I common shares............................................... -- (7,132)
Distribution of partners' pre-incorporation income............................................ (1,950,301) (764,633)
Proceeds from issuance of long-term debt...................................................... -- 5,549
Repayment of long-term debt................................................................... (19,653) (1,362)
Proceeds from issuance of short-term bank borrowings.......................................... 749,323 333,617
Repayments of short-term bank borrowings...................................................... (389,131) (443,745)
----------- -----------
Net cash used in financing activities............................................... (2,301,378) (1,169,044)
Effect of exchange rate changes on cash and cash equivalents.................................. (7,124) (10,959)
----------- -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS........................................................ (546,808) (766,587)
CASH AND CASH EQUIVALENTS, beginning of period................................................... 1,270,516 1,880,083
----------- -----------
CASH AND CASH EQUIVALENTS, end of period......................................................... $ 723,708 $ 1,113,496
=========== ===========
The accompanying notes are an integral part of these financial statements.
7
ACCENTURE LTD
NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of U.S. dollars, except share and per share amounts or as
otherwise disclosed)
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements of
Accenture Ltd (the "Company") have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission ("SEC") for quarterly
reports on Form 10-Q and do not include all of the information and note
disclosures required by accounting principles generally accepted in the United
States of America for complete financial statements. These financial statements
should therefore be read in conjunction with the consolidated financial
statements and notes thereto for the fiscal year ended August 31, 2001,
included in the Company's Annual Report on Form 10-K/A filed with the SEC on
October 31, 2002. The accompanying unaudited interim consolidated financial
statements have been prepared in accordance with accounting principles
generally accepted in the United States of America and reflect all adjustments
(consisting solely of normal, recurring adjustments) that are, in the opinion
of management, necessary for a fair presentation of results for these interim
periods. The results of operations for the three and nine months ended May 31,
2002, are not necessarily indicative of the results that may be expected for
the fiscal year ending August 31, 2002. Certain prior-period amounts have been
reclassified to conform with the current-period presentation.
On October 10, 2002, the Company announced that as a result of a calculation
error it was revising downward previously reported Reimbursements and
Reimbursable expenses by equal amounts for certain intercompany transactions
that had not been eliminated. Previously reported 2001 Reimbursements and
Reimbursable expenses have been reduced by $29,280, $93,148 and $107,572 in the
first, second and third quarters, respectively. Previously reported 2002
Reimbursements and Reimbursable expenses have been reduced by $67,188, $81,665
and $83,147 in the first, second and third quarters, respectively. Revised
amounts for the first and second quarter are shown below;
2001 2002
------------------- -------------------
First Second First Second
Quarter Quarter Quarter Quarter
--------- --------- --------- ---------
Reimbursements....... 377,714 409,213 352,692 415,148
Revenues............. 3,209,012 3,290,911 3,341,322 3,328,437
Reimbursable expenses 377,714 409,213 352,692 415,148
Cost of services..... 1,761,304 1,968,697 2,158,873 2,123,256
Operating expenses... 2,369,609 2,768,213 2,927,065 2,940,158
These adjustments had no effect on Revenues before reimbursements, Operating
income, Net income or Earnings per share.
2. COMPREHENSIVE INCOME (LOSS)
The components of comprehensive income (loss) are as follows:
Three Months Ended Nine Months Ended
------------------- --------------------
May 31, May 31, May 31, May 31,
2001 2002 2001 2002
--------- -------- ---------- --------
Partnership income (loss) before partner distributions.... $(190,795) -- $1,427,185 --
Net income................................................ -- $114,461 -- $206,748
Foreign currency translation adjustments.................. 5,688 7,399 (7,124) (10,959)
Unrealized gains (losses) on marketable securities, net of
reclassification adjustments............................ (27,065) 783 (687,346) 9,453
--------- -------- ---------- --------
Comprehensive income (loss)............................... $(212,172) $122,643 $ 732,715 $205,242
========= ======== ========== ========
8
ACCENTURE LTD
NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands of U.S. dollars, except share and per share amounts or as
otherwise disclosed)
(Unaudited)
3. INVESTMENTS
Management conducts a quarterly impairment review of each investment in the
portfolio, including historical and projected financial performance, expected
cash needs and recent funding events. Other-than-temporary impairments for
investments are recognized if the market value of the investment is below its
cost basis for an extended period or the issuer has experienced significant
financial declines or difficulties in raising capital to continue operations.
Other-than-temporary impairments were $34,726 and $2,047 for the three months
ended May 31, 2001 and 2002, respectively, and $81,530 and $312,236 for the
nine months ended May 31, 2001 and 2002, respectively.
After exploring a number of alternatives, the Company has decided to sell
substantially all of its minority ownership interests in its venture and
investment portfolio that could cause volatility in future earnings. The
Company expects to retain a modest percentage of ownership in the venture and
investment portfolio through an ongoing alliance with the buyer. Related to
this decision, the Company's other-than-temporary impairments on investments
for the nine months ended May 31, 2002 included a charge of $212 million,
before and after tax, related to investment writedowns of its venture and
investment portfolio and the loss it expects to incur on this sale transaction.
The Company has engaged an investment bank, offers have been received and
negotiations are underway. The Company hopes to complete the transaction by the
end of the calendar year.
9
ACCENTURE LTD
NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands of U.S. dollars, except share and per share amounts or as
otherwise disclosed)
(Unaudited)
4. SEGMENT REPORTING
Operating segments are defined as components of an enterprise about which
separate financial information is available that is evaluated regularly by the
chief operating decision maker, or decision-making group, in deciding how to
allocate resources and in assessing performance.
Accenture's chief operating decision maker is the Chief Executive Officer.
The operating segments are managed separately because each operating segment
represents a strategic business unit that serves different markets. The
reportable operating segments are the Company's five operating groups, which
are Communications & High Tech, Financial Services, Government, Products and
Resources.
Certain changes have been made to the prior-period amounts in order to
conform with the current period presentation. The most significant of these
changes was the elimination of interest expense from the five operating groups'
operating income and the elimination of interest credits from Other's operating
income. Also, certain consolidated affiliated companies' revenues and operating
income results are included in the five operating groups' results rather than
being reported in Other.
Reportable Segments
Three Months Comm. & Financial
Ended May 31, 2001 High Tech Services Government Products Resources Other Total
------------------------------ ---------- ---------- ---------- ---------- ---------- ------- ----------
Revenues before reimbursements $ 817,514 $ 765,528 $276,861 $ 594,285 $ 494,134 $ 4,967 $2,953,289
Operating income*............. 1,778 52,422 17,900 28,582 286 14,604 115,572
========== ========== ======== ========== ========== ======= ==========
Three Months Comm. & Financial
Ended May 31, 2002 High Tech Services Government Products Resources Other Total
------------------------------ ---------- ---------- ---------- ---------- ---------- ------- ----------
Revenues before reimbursements $ 882,620 $ 646,404 $328,106 $ 612,375 $ 506,630 $ 4,543 $2,980,678
Operating income (loss)....... 76,281 95,179 54,118 142,581 67,700 (873) 434,986
========== ========== ======== ========== ========== ======= ==========
Nine Months Comm. & Financial
Ended May 31, 2001 High Tech Services Government Products Resources Other Total
------------------------------ ---------- ---------- ---------- ---------- ---------- ------- ----------
Revenues before reimbursements $2,491,831 $2,230,230 $727,758 $1,769,112 $1,428,878 $18,476 $8,666,285
Operating income*............. 414,771 487,737 63,143 298,956 195,735 17,331 1,477,673
========== ========== ======== ========== ========== ======= ==========
Nine Months Comm. & Financial
Ended May 31, 2002 High Tech Services Government Products Resources Other Total
------------------------------ ---------- ---------- ---------- ---------- ---------- ------- ----------
Revenues before reimbursements $2,377,201 $2,025,750 $988,312 $1,909,179 $1,572,969 $ 9,186 $8,882,597
Operating income (loss)....... 205,941 251,983 168,752 401,425 211,474 (2,053) 1,237,522
========== ========== ======== ========== ========== ======= ==========
--------
* Excludes payments for partner distributions for periods ended on or prior to
May 31, 2001.
10
ACCENTURE LTD
NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands of U.S. dollars, except share and per share amounts or as
otherwise disclosed)
(Unaudited)
5. EARNINGS PER SHARE (EPS)
Three Months Ended Nine Months Ended
May 31, 2002 May 31, 2002
--------------------------- ---------------------------
Basic Diluted Basic Diluted
------------ -------------- ------------ --------------
Net income available for Class A common
shareholders.............................. $ 114,461 $ 114,461 $ 206,748 $ 206,748
Minority interest (1)....................... -- 159,337 -- 291,965
------------ -------------- ------------ --------------
Net income for per share calculation........ $ 114,461 $ 273,798 $ 206,748 $ 498,713
============ ============== ============ ==============
Basic weighted average Class A common shares 414,463,440 414,463,440 411,525,404 411,525,404
Class A common shares issuable upon
redemption of minority interest (1)....... -- 587,967,661 -- 592,895,118
Employee compensation related to Class A
common shares............................. -- 25,111,051 -- 22,432,155
Employee share purchase program related to
Class A common shares..................... -- 448,790 -- 118,650
------------ -------------- ------------ --------------
Weighted average Class A common shares...... 414,463,440 1,027,990,942 411,525,404 1,026,971,327
============ ============== ============ ==============
Earnings per Class A common share........... $ 0.28 $ 0.27 $ 0.50 $ 0.49
============ ============== ============ ==============
--------
(1) Accenture Class A common shares issuable or exchangeable upon redemption or
exchange of Accenture SCA Class I common shares and Accenture Canada
Holdings Inc. exchangeable shares not held by Accenture.
For periods ended on or prior to May 31, 2001, the Company operated as a
series of related partnerships and corporations under the control of the
partners. There is no single capital structure upon which to calculate
historical earnings per share information. Accordingly, historical earnings per
share information has only been presented for periods following the Company's
transition to a corporate structure.
6. RELATED PARTIES
Amounts due to/due from related parties at August 31, 2001 and May 31, 2002
were primarily payable to/receivable from individuals who were partners of
Accenture prior to May 31, 2001, in respect of pre-incorporation transactions.
7. BUSINESS COMBINATIONS
On February 28, 2002, Accenture increased its ownership interest in
e-peopleserve Ltd., a human resource outsourcing business, from approximately
50 to 100 percent. The purchase price for the additional interest, including
assumed liabilities, was $115 million primarily consisting of a $70 million
cash payment and $35 million to be paid over a five-year period. The contract
also includes an earn-out provision, which could result in up to $187 million
of additional purchase price over a five-year period. The allocation of the
purchase price to acquired assets and liabilities, determined in accordance
with Statement of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations," resulted in a preliminary allocation of $96 million to non
tax-deductible goodwill and $10 million to finite-lived intangibles. The pro
forma effects on operations are not material.
11
ACCENTURE LTD
NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
(In thousands of U.S. dollars, except share and per share amounts or as
otherwise disclosed)
(Unaudited)
On December 31, 2001, Accenture increased its ownership interest in Avanade,
Inc. from approximately 50 percent to 78 percent. The purchase price for the
additional interest was $81 million, of which $31 million represented 1,259,272
Class A common shares of Accenture Ltd and $50 million represented Accenture's
interest in Avanade, Inc. shares repurchased by Avanade, Inc. The allocation of
the purchase price to acquired assets and liabilities, determined in accordance
with SFAS 141, resulted in a preliminary allocation of $57 million to non
tax-deductible goodwill and $4 million to finite-lived intangibles. The pro
forma effects on operations are not material.
8. SHAREHOLDERS' EQUITY AND MINORITY INTERESTS
On May 22, 2002, the Company issued an aggregate of approximately 72 million
Class A common shares, of which (i) approximately 13 million shares were issued
upon the redemption or exchange of Accenture SCA Class I common shares and
Accenture Canada Holdings Inc. exchangeable shares and (ii) approximately
59 million shares were issued and sold by the Company in a public offering of
the Class A common shares. Accenture Ltd's net proceeds from the offering of
$1,149 million are being used to acquire or redeem an aggregate of
approximately 59 million Accenture Ltd Class A common shares, Accenture SCA
Class I common shares and Accenture Canada Holdings Inc. exchangeable shares
from certain partners and former partners who, for various reasons, did not
participate directly in the secondary offering. Underwriting discounts of $30
million and other estimated expenses of $6 million were recouped from these
partners and former partners.
As a result of these transactions, Accenture Ltd's economic ownership
interest in Accenture SCA increased from 42 percent to 48 percent with minority
shareholders' interests correspondingly reduced. To give effect to these
transactions, approximately 68 million of the newly issued Accenture Ltd Class
A common shares were accounted for at carryover basis. This increased
shareholders' equity by $73 million and reduced minority interest by $73
million.
Proceeds of $76 million from 4 million Class A common shares issued and sold
by the Company in the offering are intended to be used primarily to acquire
Accenture Ltd Class A common shares from certain partners and former partners
who, for various reasons, did not participate as selling shareholders in the
May 22, 2002 offering. At May 31, 2002, $2 million of these proceeds had been
used to repurchase shares and $72 million of the remaining proceeds were used
in June 2002 to repurchase shares.
The consolidated cash flow statement nets the proceeds from the offering
with the payments to the partners and former partners that participated in the
offering and related transactions because the Company believes this is the most
meaningful presentation, given that the Company is not retaining proceeds from
the offering.
9. SHARE EMPLOYEE COMPENSATION TRUST
On April 17, 2002, the Company's board of directors approved the creation of
a share employee compensation trust ("SECT") and approved the contribution of
up to $300 million to the SECT. The purpose of the SECT is to acquire Accenture
Ltd Class A common shares to be used to fund equity-based awards for Accenture
employees, including future Accenture partners. The SECT is a non-qualified
grantor trust whose financial statements are consolidated with the Company's.
Shares held by the SECT will be presented in the manner of treasury shares, as
a reduction of shareholders' equity. On April 26, 2002, Accenture contributed
$150 million to the SECT. During the nine months ended May 31, 2002, the SECT
purchased approximately 2 million Accenture Ltd Class A common shares with an
aggregate purchase price totaling $46 million. The remaining $104 million
continues to be available to the SECT for share repurchases, and is segregated
as restricted cash on the consolidated balance sheet at May 31, 2002.
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with our
Combined and Consolidated Financial Statements and related notes included
elsewhere in this Quarterly Report on Form 10-Q and in Amendment No. 2 to our
Annual Report on Form 10-K/A filed on October 31, 2002, and with the
information under the heading "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in Amendment No. 2 to our Annual
Report on Form 10-K/A.
We use the terms "Accenture," "we," "our," and "us" in this report to refer
to Accenture Ltd and its subsidiaries. All references to years, unless
otherwise noted, refer to our fiscal year, which ends on August 31. For
example, a reference to "2001" or "fiscal year 2001" means the 12-month period
that ended on August 31, 2001. All references to quarters, unless otherwise
noted, refer to the quarters of our fiscal year.
Forward-Looking Statements and Certain Factors That May Affect Our Business
We have included in this Quarterly Report on Form 10-Q forward-looking
statements within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act relating to our operations that are based on our
current expectations, estimates and projections. Words such as "expects,"
"intends," "plans," "projects," "believes," "estimates" and similar expressions
are used to identify these forward-looking statements. These statements are not
guarantees of future performance and involve risks and uncertainties that are
difficult to predict. Forward-looking statements are based upon assumptions as
to future events that may not prove to be accurate. Actual outcomes and results
may differ materially from what is expressed or implied in these
forward-looking statements. The reasons for this include changes in general
economic and political conditions, including fluctuations in exchange rates,
and the following factors:
. A significant or prolonged economic downturn could have a material
adverse effect on our results of operations.
. Our business will be negatively affected if we are not able to anticipate
and keep pace with rapid changes in technology or if growth in the use of
technology in business is not as rapid as in the past.
. We may face damage to our professional reputation or legal liability if
our clients are not satisfied with our services.
. Our services or solutions may infringe upon the intellectual property
rights of others.
. Our engagements with clients may not be profitable.
. If our affiliates or alliances do not succeed, we may not be successful
in implementing our growth strategy.
. Our global operations pose complex management, foreign currency, legal,
tax and economic risks, which we may not adequately address.
. The consulting, technology and outsourcing markets are highly
competitive, and we may not be able to compete effectively.
. If we are unable to attract and retain employees in appropriate numbers,
we will not be able to compete effectively and will not be able to grow
our business.
. Our transition to a corporate structure may adversely affect our ability
to recruit, retain and motivate our partners and other key employees,
which in turn could adversely affect our ability to compete effectively
and to grow our business.
. We have only a limited ability to protect our intellectual property
rights, which are important to our success.
. Our profitability will suffer if we are not able to maintain our prices
and utilization rates and control our costs.
13
. Our quarterly revenues, operating results and profitability will vary
from quarter to quarter, which may result in increased volatility of our
share price.
. Our share price may decline due to the large number of Class A common
shares eligible for future sale.
. We may be named in lawsuits as a result of Arthur Andersen's current
legal and financial situation based on misconceptions about the nature of
our past relationship with Arthur Andersen firms.
. Negative publicity about Bermuda companies may lead to new tax
legislation that could increase our tax burden and may affect our
relationships with our clients.
. We are registered in Bermuda, and a significant portion of our assets are
located outside the United States. As a result, it may not be possible
for shareholders to enforce civil liability provisions of the federal or
state securities laws of the United States.
. Bermuda law differs from the laws in effect in the United States and may
afford less protection to shareholders.
For a more detailed discussion of these factors, see the information under
the heading "Business--Forward-Looking Statements and Certain Factors That May
Affect our Business" in the reports and other documents that we have filed with
the Securities and Exchange Commission, including our Annual Report on Form
10-K for the fiscal year ended August 31, 2001. We undertake no obligation to
update or revise any forward-looking statements.
Overview
The results of our operations are affected by the level of economic activity
and change in the industries we serve. Our business is also driven, in part, by
the pace of technological change and the type and level of technology spending
by our clients. The ability to identify and capitalize on these technological
and market changes early in their cycles is a key driver of our performance.
Our cost-management strategy is to anticipate changes in demand for our
services and to identify cost-management initiatives in order to manage costs
as a percentage of revenues. We have implemented cost-management programs such
that operating margins have been maintained or improved. We continue to see a
shift in the relative proportion of our business from consulting to
transformational outsourcing. While we are positioning ourselves to achieve
revenue growth through our business transformation outsourcing solutions, among
other areas, transformational outsourcing contracts have varying levels of
impact on near-term revenue growth. Current economic conditions have caused
pricing pressures for consulting services and some clients have reduced or
deferred their expenditures for consulting services. Consequently, we must
continuously improve our cost structure in light of changing market realities.
We continue to be unable to predict the level of impact that the current
economic environment will have on our ability to secure contracts for new
engagements.
Prior to May 31, 2001, we operated as a series of related partnerships and
corporations under the control of our partners. We now operate in a corporate
structure. As a business, whether in partnership form or in a corporate
structure, our profitability is driven by many of the same factors. Revenues
are driven by our partners' and senior executives' ability to secure contracts
for new engagements and to deliver solutions and services that add value to our
clients. Our ability to add value to clients and therefore drive revenues
depends in part on our ability to offer market-leading service offerings and to
deploy skilled teams of professionals quickly and on a global basis.
Cost of services is primarily driven by the cost of client service
personnel, which consists primarily of compensation and other personnel costs.
Cost of services as a percentage of revenues is driven by the productivity of
our client service workforce. Chargeability, or utilization, represents the
percentage of our professionals' time spent on billable work. We plan and
manage our headcount to meet the anticipated demand for our services. We
continue to announce initiatives to reduce our staff in certain parts of the
world, in certain
14
skill groups and in some support positions. Selling and marketing expense is
driven primarily by development of new service offerings, the level of
concentration of clients in a particular industry or market, client targeting,
image development and brand-recognition activities. General and administrative
costs generally correlate with changes in headcount and activity levels in our
business.
Current and future cost-management initiatives may not be sufficient to
maintain our margins if the current challenging economic environment continues
for several quarters. We are taking action to reduce our consulting workforce,
primarily at the executive level, in markets where both supply and demand and
skill level imbalances have not been resolved, while continuing our hiring at
entry level positions. These reductions will affect approximately 1-2% of our
client-service personnel. The majority of these reductions will be in
Australia, the United Kingdom and the United States. We are also continuing to
build and use our network of delivery centers and capabilities around the world
as part of a more cost-effective delivery model.
Presentation
As a result of a restructuring in 1989, we and our "member firms," which are
now our subsidiaries, became legally separate and distinct from the Arthur
Andersen firms. Thereafter, until August 7, 2000, we had contractual
relationships with an administrative entity, Andersen Worldwide, and indirectly
with the separate Arthur Andersen firms. Under these contracts, called member
firm agreements, we and our member firms, on the one hand, and the Arthur
Andersen firms, on the other hand, were two stand-alone business units linked
through such agreements to Andersen Worldwide for administrative and other
services. In addition, during this period our partners individually were
members of Andersen Worldwide. Following arbitration proceedings between us and
Andersen Worldwide and the Arthur Andersen firms that were completed in August
2000, the tribunal terminated our contractual relationships with Andersen
Worldwide and all the Arthur Andersen firms. On January 1, 2001, we began to
conduct business under the name Accenture.
Because we historically operated as a series of related partnerships and
corporations under the control of our partners, our partners generally
participated in profits, rather than received salaries. Therefore, our
historical financial statements for periods ended on or prior to May 31, 2001
do not reflect any compensation or benefit costs for services rendered by them.
Following our transition to a corporate structure, operating expenses include
partner compensation, which consists of salary, variable compensation and
benefits. Similarly, in periods when we operated primarily in the form of
partnerships, our partners paid income tax on their shares of the partnerships'
income. Therefore, our historical financial statements for periods ended on or
prior to May 31, 2001 do not reflect the income tax liability that we would
have paid as a corporation. Following our transition to a corporate structure,
we are subject to corporate tax on our income. For purposes of comparing our
results for fiscal periods ended on or prior to August 31, 2001 with our
results for subsequent fiscal periods, we have included pro forma financial
information below.
Segments
Our five reportable operating segments are our operating groups (formerly
referred to as global market units), which are Communications & High Tech,
Financial Services, Government, Products and Resources. Operating groups are
managed on the basis of revenues before reimbursements because our management
believes it is a better indicator of operating group performance than revenues.
Generally, operating expenses for each operating group have similar
characteristics and are subject to the same drivers, pressures and challenges.
While most operating expenses apply to all segments, some sales and marketing
expenses are typically lower as a percentage of revenues in industry groups
whose client base is concentrated and higher in industry groups whose client
base is more fragmented. The discussion and analysis related to each
operational expense category applies to all segments, unless otherwise
indicated.
In the first quarter of fiscal 2002 we made certain changes in the format of
information presented to the chief executive officer. The most significant of
these changes was the elimination of interest expense from the five operating
groups' operating income and the elimination of interest credit from Other's
operating income. In
15
addition, the consolidated affiliated companies' revenue and operating income
(loss) results are included in the five operating groups' results rather than
being reported in Other. Segment results for all periods presented have been
revised to reflect these changes.
Revenues
Revenues include all amounts that are billable to clients. Revenues are
recognized on a time-and-materials basis, or on a percentage-of-completion
basis, depending on the contract, as services are provided by employees and
subcontractors. For the nine months ended May 31, 2002, approximately 50% of
our revenues were attributable to activities in the Americas, 43% of our
revenues were attributable to our activities in Europe, the Middle East and
Africa, and 7% of our revenues were attributable to our activities in the
Asia/Pacific region.
Revenues before reimbursements include the margin earned on computer
hardware and software resale contracts, as well as revenues from alliance
agreements, neither of which is material to us. Reimbursements, including those
relating to travel and out-of-pocket expenses, and other similar third-party
costs, such as the cost of hardware and software resales, are included in
revenues, and an equivalent amount of reimbursable expenses is included in cost
of services.
On October 10, 2002, the Company announced that as a result of a calculation
error it was revising downward previously reported Reimbursements and
Reimbursable expenses by equal amounts for certain intercompany transactions
that had not been eliminated. Previously reported 2001 Reimbursements and
Reimbursable expenses have been reduced by $29,280, $93,148 and $107,572 in the
first, second and third quarter, respectively. Previously reported 2002
Reimbursements and Reimbursable expenses have been reduced by $67,188, $81,665
and $83,147 in the first, second and third quarters, respectively. These
adjustments had no effect on Revenues before reimbursements, Operating income,
Net income or Earnings per share.
Client prepayments (even if nonrefundable) are deferred, i.e., classified as
a liability, and recognized over future periods as services are delivered or
performed.
Generally, our contracts are terminable by the client on short notice or
without notice. Accordingly, we do not believe it is appropriate to
characterize these contracts as backlog. Normally if a client terminates a
project, the client remains obligated to pay for commitments we have made to
third parties in connection with the project, services performed and
reimbursable expenses incurred by us through the date of termination.
While we have many types of contracts, including time-and-materials
contracts, fixed-price contracts and contracts with features of both of these
contract types, we have been moving away from contracts that are priced solely
on a time-and-materials basis toward contracts that also include incentives
related to costs incurred, benefits produced and our adherence to schedule. We
estimate that a majority of our contracts have some fixed-price,
incentive-based or other pricing terms that condition our fee on our ability to
deliver defined goals. The trend to include greater incentives in our contracts
related to costs incurred, benefits produced or adherence to schedule may
increase the variability in revenues and margins earned on such contracts. We
conduct rigorous reviews prior to signing such contracts to evaluate whether
these incentives are reasonably achievable.
Operating Expenses
Operating expenses include variable and fixed direct and indirect costs that
are incurred in the delivery of our solutions and services to clients. The
primary categories of operating expenses include cost of services, sales and
marketing, and general and administrative costs.
We award variable compensation and bonuses to our partners and associate
partners based on our quarterly and annual results as compared to our budgets
and taking into account other factors, including industry-wide results and the
general economic environment. Beginning in fiscal 2003, we will extend a
variable component of compensation to our managers on the same basis. We expect
to reduce planned variable partner cash compensation and not award performance
option grants for partners in fiscal year 2003.
Cost of Services
Cost of services includes the direct costs to provide services to our
clients. Such costs generally consist of compensation for client service
personnel, the cost of subcontractors hired as part of client service teams,
costs
16
directly associated with the provision of client service, such as facilities
for outsourcing contracts and the recruiting, training, personnel development
and scheduling costs of our client service personnel. Reimbursements, including
those relating to travel and other out-of-pocket expenses, and other similar
third-party costs, such as the cost of hardware and software resales, are
included in revenues, and an equivalent amount of reimbursable expenses is
included in cost of services.
Sales and Marketing
Sales and marketing expense consists of expenses related to promotional
activities, market development, including costs to develop new service
offerings, and image development, including advertising and market research.
General and Administrative Costs
General and administrative costs primarily include costs for non-client
service personnel, information systems and office space. Through various
cost-management initiatives, we seek to manage general and administrative costs
proportionately in line with or below anticipated changes in revenues.
Reorganization and Rebranding Costs
Reorganization and rebranding costs include one-time costs to rename our
organization Accenture and other costs to transition to a corporate structure.
Substantially all of these costs were incurred in fiscal year 2001 and no
material costs are expected in fiscal year 2002.
Gain (Loss) on Investments
Gain (loss) on investments primarily represents gains and losses on the
sales of marketable securities and writedowns on investments in securities.
These fluctuate over time, are not predictable and may not recur. Beginning on
September 1, 2000, they also include changes in the fair market value of equity
holdings considered to be derivatives in accordance with SFAS 133, "Accounting
for Derivative Instruments and Hedging Activities".
Interest Income
Interest income represents interest earned on cash and cash equivalents.
Interest income also includes interest earned on a limited number of client
engagement receivables when we agree in advance to finance those receivables
for our clients beyond the normal billing and collection period.
Interest Expense
Interest expense reflects interest incurred on borrowings, retirement
obligations and other non-current liabilities.
Other Income (Expense)
Other income (expense) consists of currency exchange gains (losses) and the
recognition of income from the vesting of options for service by our personnel
on the boards of directors of some of those companies in which we have
invested. In general, we earn revenues and incur related costs in the same
currency. We hedge significant planned movements of funds between countries,
which potentially give rise to currency exchange gains (losses).
Equity in Gains (Losses) of Affiliates
Equity in gains (losses) of affiliates represents our share of the operating
results of non-consolidated companies over which we have significant influence.
17
Provision for Taxes
Prior to our transition to a corporate structure, we were generally not
subject to income taxes in most countries because we operated in partnership
form in those countries. Since taxes related to income earned by the
partnerships were the responsibility of the individual partners, our partners
reported and paid taxes on their share of the partnerships' income on their
individual tax returns. In other countries, however, we operated in the form of
a corporation or were otherwise subject to entity-level taxes on income and
withholding taxes. As a result, prior to our transition to a corporate
structure, we paid some entity-level taxes, with the amount varying from year
to year depending on the mix of earnings among the countries. Where applicable,
we accounted for these taxes under the asset and liability method. Therefore,
our historical financial statements for periods ended on or prior to May 31,
2001 do not reflect the income tax liability that we would have paid as a
corporation. Following our transition to a corporate structure, we are subject
to corporate tax on our income.
Minority Interest
Minority interest eliminates the income earned or expense incurred
attributable to the equity interest that some of our partners have in our
subsidiary Accenture SCA and the equity interest that some of our partners have
in our subsidiary Accenture Canada Holdings Inc. See "Business--Accenture
Organizational Structure" in our Annual Report on Form 10-K for the fiscal year
ended August 31, 2001. The resulting net income of Accenture Ltd represents the
income attributable to the shareholders of Accenture Ltd. Effective in January
2002, minority interest also includes immaterial amounts attributable to
minority shareholders in our subsidiary, Avanade, Inc.
Partnership Income Before Partner Distributions
Our historical financial statements, for periods ended on or prior to May
31, 2001, reflect our organization as a series of related partnerships and
corporations under the control of our partners. The income of our partners in
historical periods is not executive compensation in the customary sense because
in those periods partner compensation was comprised of distributions of current
earnings, out of which our partners were responsible for their payroll taxes
and benefits.
Net Income
Net income reflects the earnings of our organization under a corporate
structure. We have provided pro forma financial results that include
adjustments to exclude one-time items and other adjustments to include partner
compensation and income taxes necessary to present our historical financial
statements, for periods ended on or prior to May 31, 2001, in corporate
structure as if the transition had occurred on September 1, 2000.
Critical Accounting Policies and Estimates
Revenue Recognition
We derive substantially all our revenues from contracts for management
consulting and technology service offerings and solutions that we develop,
implement and manage for our clients. Depending on the terms of the contract,
revenues are recognized on a time-and-materials basis or on a
percentage-of-completion basis as services are provided by our employees, and
to a lesser extent, subcontractors. Revenues from time-and-materials service
contracts are recognized as the services are provided. Revenues from long-term
system integration contracts are recognized based on the percentage of services
provided during the period compared to the total estimated services to be
provided over the duration of the contract. This method is followed where
reasonably dependable estimates of the revenues and costs applicable to various
elements of a contract can be made. Estimates of total contract revenues and
costs are continuously monitored during the term of the contract, and recorded
revenues and costs are subject to revision as the contract progresses. Such
revisions, which may result in increases or decreases to revenues and income,
are reflected in the financial statements in the period in which they are first
identified.
18
Each contract has different terms based on the scope, deliverables and
complexity of the engagement, the terms of which frequently require us to make
judgments and estimates about recognizing revenue. While we have many types of
contracts including time-and-materials contracts, fixed-price contracts and
contracts with features of both of these contract types, we have been moving
away from contracts that are priced solely on a time-and-materials basis toward
contracts that also include incentives related to costs incurred, benefits
produced, goals attained and our adherence to schedule. We estimate that a
majority of our contracts have some fixed-price, incentive-based or other
pricing terms that condition some or all of our fees on our ability to deliver
defined goals. For systems integration contracts, estimated revenues for
applying the percentage-of-completion method include estimated incentives for
which achievement of defined goals is deemed probable. Incentives relating to
non-systems integration projects are recorded when the contingency is achieved.
In recent years, our outsourcing business has increased significantly.
Determining revenue and margins on outsourcing contracts requires judgment.
Typically the terms of these contracts span several years. In a number of these
arrangements we hire client employees and become responsible for client
obligations. Revenues are recognized as services are performed or as
transactions are processed in accordance with contractual standards, and costs
on outsourcing contracts are generally charged to expense as incurred. This
typically results in a relatively stable margin percentage over the life of the
contract. Outsourcing contracts can also include incentive payments for
benefits delivered to clients. Revenues relating to such incentive payments are
recorded when the contingency is satisfied.
Income Taxes
Determining the consolidated provision for income tax expense, deferred tax
assets and liabilities and related valuation allowance involves judgment. As a
global company with offices in 47 countries, we are required to calculate and
provide for income taxes in each of the tax jurisdictions where we operate.
This involves estimating current tax exposures in each jurisdiction as well as
making judgments regarding the recoverability of deferred tax assets. To
determine the quarterly tax rate we are required to estimate full year income
and the related income tax expense in each jurisdiction. The estimated
effective tax rate, so determined, is adjusted for the tax related to
significant unusual items such as the one-time charge of $212 million recorded
in the first nine months of fiscal 2002 related to investment writedowns for
which tax benefits are not expected to be realized. Tax exposures can involve
complex issues and may require an extended period to resolve. Changes in the
geographic mix or estimated level of annual pre-tax income can affect the
overall effective tax rate.
Valuation of Investments
Gains and losses on investments are not predictable and can cause
fluctuations in net income. Management conducts periodic impairment reviews of
each investment in our portfolio, including historical and projected financial
performance, expected cash needs and recent funding events.
Other-than-temporary impairments are recognized in the income statement if the
market value of the investment is below its cost basis for an extended period
or the issuer has experienced significant financial declines or difficulties in
raising capital to continue operations. Judgment is required to first determine
the market value of each investment and then to assess whether impairments are
temporary or other-than-temporary. Changes in the market value of equity
derivatives are reflected in the income statement in the current period.
Adverse changes in the financial condition of our investments could result in
impairment charges.
After exploring a number of alternatives, we have decided to sell
substantially all of our minority ownership interests in our venture and
investment portfolio that could cause volatility in our future earnings. We
have engaged an investment bank, offers have been received and negotiations are
underway. We expect to retain a modest percentage of ownership in the venture
and investment portfolio through an ongoing alliance with the buyer. We believe
the transaction will be completed by the end of the calendar year. Related to
this decision, our loss on investments in the nine months ended May 31, 2002
included a charge of $212 million, before and after tax, related to investment
writedowns of our venture and investment portfolio and the loss we expect to
incur on
19
this sale transaction. After giving effect to the charge, our venture and
investment portfolio has a net book value of $95 million, $41 million of which
is hedged. We will continue to make investments and will accept equity and
equity-linked securities using guidelines intended to eliminate volatility, but
we will discontinue venture capital investing.
Historical Results of Operations
The following table sets forth the unaudited percentage of revenues
represented by items in our Combined and Consolidated Income Statements for the
periods presented.
Three months ended Nine months ended
May 31, May 31,
----------------- ----------------
2001 2002 2001 2002
---- ---- ---- ----
Revenues:
Revenues before reimbursements............................ 86% 89% 87% 89%
Reimbursements............................................ 14 11 13 11
--- --- --- ---
Revenues.............................................. 100 100 100 100
Operating expenses:
Cost of services:*
Cost of services before reimbursable expenses*........ 46 52 45 53
Reimbursable expenses................................. 14 11 13 11
--- --- --- ---
Cost of services*..................................... 60 63 58 64
Sales and marketing*...................................... 9 12 8 12
General and administrative costs*......................... 11 11 11 12
Reorganization and rebranding costs....................... 17 -- 8 --
--- --- --- ---
Total operating expenses*............................. 97 87 85 88
Operating income (1)*........................................ 3 13 15 12
Gain (loss) on investments, net.............................. n/m n/m 2 (3)
Interest income.............................................. n/m n/m 1 n/m
Interest expense............................................. n/m n/m (1) n/m
Other income (expense)....................................... n/m n/m n/m n/m
Equity in losses of affiliates............................... n/m n/m (1) n/m
--- --- --- ---
Income before taxes*......................................... 3 13 16 9
Provision for taxes.......................................... 8 5 4 4
--- --- --- ---
Income (loss) before minority interest and accounting change* (5) 8 12 5
Minority interest............................................ -- (5) -- (3)
--- --- --- ---
Income (loss) before accounting change*...................... (5) 3 12 2
Cumulative effect of accounting change....................... -- -- 2 --
--- --- --- ---
Partnership income (loss) before partner distributions*... (5)% 14%
=== ===
Net income................................................ 3% 2%
=== ===
--------
n/m = not meaningful
* Excludes payments for partner distributions for periods ended on or prior
to May 31, 2001.
(1) Operating income as a percentage of revenues before reimbursements was 4%
and 15% for the three months ended May 31, 2001 and 2002, respectively and
17% and 14% for the nine months ended May 31, 2001 and 2002, respectively.
20
We provide services through five operating groups. The following table
provides unaudited financial information for each of these operating groups.
Three Months Ended Nine Months Ended
May 31, May 31,
----------------- ---------------
2001 2002 2001 2002
------ ------ ------ -------
- (in millions, except percentages)
Revenues:
Communications & High Tech........................................ $ 817 $ 883 $2,492 $ 2,377
Financial Services................................................ 766 646 2,230 2,026
Government........................................................ 277 328 728 988
Products.......................................................... 594 612 1,769 1,909
Resources......................................................... 494 507 1,429 1,573
Other............................................................. 5 5 18 9
------ ------ ------ -------
Total revenues before reimbursements......................... 2,953 2,981 8,666 8,882
Reimbursements.................................................... 458 370 1,245 1,138
------ ------ ------ -------
Total........................................................ $3,411 $3,351 $9,911 $10,020
====== ====== ====== =======
Revenues as a percentage of total:
Communications & High Tech........................................ 24 % 27 % 25 % 24 %
Financial Services................................................ 23 19 23 20
Government........................................................ 8 10 7 10
Products.......................................................... 17 18 18 19
Resources......................................................... 14 15 14 16
Other............................................................. n/m n/m n/m n/m
------ ------ ------ -------
Total revenues before reimbursements......................... 86 89 87 89
Reimbursements.................................................... 14 11 13 11
------ ------ ------ -------
Total........................................................ 100 % 100 % 100 % 100 %
====== ====== ====== =======
Operating Income (Loss):
Communications & High Tech........................................ $ 2 $ 76 $ 415 $ 206
Financial Services................................................ 53 95 488 252
Government........................................................ 18 54 63 169
Products.......................................................... 29 143 299 401
Resources......................................................... n/m 68 196 211
Other............................................................. 14 (1) 17 (2)
------ ------ ------ -------
Total........................................................ $ 116 $ 435 $1,478 $ 1,237
====== ====== ====== =======
Operating Income (Loss) as a percentage of total:
Communications & High Tech........................................ 2 % 17 % 28 % 17 %
Financial Services................................................ 45 22 33 20
Government........................................................ 15 12 5 14
Products.......................................................... 25 33 20 32
Resources......................................................... n/m 16 13 17
Other............................................................. 13 n/m 1 n/m
------ ------ ------ -------
Total........................................................ 100 % 100 % 100 % 100 %
====== ====== ====== =======
Operating Income as a percentage of total revenues before
reimbursements by operating group:
Communications & High Tech........................................ n/m% 9 % 17 % 9 %
Financial Services................................................ 7 15 22 12
Government........................................................ 6 16 9 17
Products.......................................................... 5 23 17 21
Resources......................................................... n/m 13 14 13
Other............................................................. n/m n/m n/m n/m
Operating Income as a percentage of revenues before reimbursements 4 % 15 % 17 % 14 %
====== ====== ====== =======
Operating Income as a percentage of revenues...................... 3 % 13 % 15 % 12 %
====== ====== ====== =======
--------
n/m = not meaningful
21
Pro Forma Financial Information
The following pro forma consolidated income statements for the three months
ended May 31, 2001 and for the nine months ended May 31, 2001 are based on our
historical financial statements.
The pro forma consolidated income statements give effect to the following as
if they occurred on September 1, 2000:
. the transactions related to our transition to a corporate structure;
. compensation payments to employees who were partners prior to our
transition to a corporate structure;
. provision for corporate income taxes; and
. Accenture Ltd's initial public offering in July 2001.
The pro forma as adjusted consolidated income statements give effect to the
pro forma adjustments described above and also to the exclusion of one-time
rebranding costs incurred in connection with our name change to Accenture.
Management believes that this pro forma as adjusted information provides useful
supplemental information in understanding its results of operations.
The pro forma and pro forma as adjusted consolidated income statement for
the nine months ended May 31, 2001 excludes the effect of a cumulative change
in accounting principle to implement SFAS 133.
The pro forma adjustments are based upon available information and
assumptions that management believes are reasonable.
This information and the accompanying notes should be read in conjunction
with our historical financial statements and the related notes. The information
presented is not necessarily indicative of the results of operations or
financial position that might have occurred had the events described above
actually taken place as of the dates specified or that may be expected to occur
in the future.
22
Pro Forma Consolidated Income Statement For the Three Months Ended May 31, 2001
(Unaudited)
As adjusted Pro forma as % of
As reported Adjustments Pro forma adjustments adjusted revenues
----------- ----------- -------------- ----------- -------------- --------
(in millions, except percentages and share and per share data)
Revenues:
Revenues before reimbursements......... $2,953 $ -- $ 2,953 $ -- $ 2,953 86%
Reimbursements......................... 458 -- 458 -- 458 14
------ ----- -------------- ---- -------------- ---
Revenues............................ 3,411 -- 3,411 -- 3,411 100
Operating expenses:
Cost of services:*
Cost of services before
reimbursable expenses*............. 1,566 166(a) 1,732 -- 1,732 51
Reimbursable expenses............... 458 -- 458 -- 458 14
------ ----- -------------- ---- -------------- ---
Cost of services*................... 2,024 166 2,190 -- 2,190 65
Sales and marketing*................... 318 71(a) 389 -- 389 11
General and administrative costs*...... 366 12(a) 378 -- 378 11
Reorganization and rebranding costs.... 588 (495)(b) 93 (93)(g) -- n/m
------ ----- -------------- ---- -------------- ---
Total operating expenses*.............. 3,296 (246) 3,050 (93) 2,957 87
------ ----- -------------- ---- -------------- ---
Operating income*......................... 115 246 361 93 454 13
Loss on investments, net.................. (9) -- (9) -- (9) n/m
Interest income........................... 17 -- 17 -- 17 n/m
Interest expense.......................... (16) (5)(c) (21) -- (21) (1)
Other income (expense).................... (3) -- (3) -- (3) n/m
Equity in losses of affiliates............ (11) -- (11) -- (11) n/m
------ ----- -------------- ---- -------------- ---
Income before taxes*...................... 93 241 334 93 427 12
Provision for taxes....................... 284 (152)(d) 132 39(d) 171 5
------ ----- -------------- ---- -------------- ---
Income (loss) before minority interest and
accounting change*....................... (191) 393 202 54 256 7
Minority interest......................... -- (118)(e) (118) (33)(e) (151) (4)
------ ----- -------------- ---- -------------- ---
Income (loss) before accounting change*... $ (191) $ 275 $ 84 $ 21 $ 105 3%
====== ===== ============== ==== ============== ===
Earnings per share:
--basic................................ $ 0.20 $ 0.25
============== ==============
--diluted.............................. $ 0.20 $ 0.25
============== ==============
Outstanding shares at August 31, 2001:
--basic................................ 412,705,954 (f) 412,705,954 (f)
============== ==============
--diluted.............................. 1,008,163,290(f) 1,008,163,290(f)
============== ==============
--------
n/m = not meaningful
* Historical information excludes payments for partner distributions for
periods ended on or prior to May 31, 2001.
23
Pro Forma Consolidated Income Statement for the Nine Months Ended May 31, 2001
(Unaudited)
As adjusted Pro forma as % of
As reported Adjustments Pro forma adjustments adjusted revenues
----------- ----------- -------------- ----------- -------------- --------
(in millions, except percentages and share and per share data)
Revenues:
Revenues before reimbursements....... $8,666 $ -- $ 8,666 $ -- $ 8,666 87%
Reimbursements....................... 1,245 -- 1,245 -- 1,245 13
------ ----- -------------- ----- -------------- ---
Revenues.......................... 9,911 -- 9,911 -- 9,911 100
Operating expenses:
Cost of services:*
Cost of services
beforereimbursable expenses*..... 4,509 725(a) 5,234 -- 5,234 53
Reimbursable expenses............. 1,245 -- 1,245 -- 1,245 13
------ ----- -------------- ----- -------------- ---
Cost of services*................. 5,754 725 6,479 -- 6,479 66
Sales and marketing*................. 771 290(a) 1,061 -- 1,061 11
General and administrative costs*.... 1,131 44(a) 1,175 -- 1,175 12
Reorganization and rebranding costs.. 777 (508)(b) 269 (269)(g) -- --
------ ----- -------------- ----- -------------- ---
Total operating expenses*............ 8,433 551 8,984 (269) 8,715 88
------ ----- -------------- ----- -------------- ---
Operating income*....................... 1,478 (551) 927 269 1,196 12
Gain on investments, net................ 180 -- 180 -- 180 2
Interest income......................... 59 -- 59 -- 59 1
Interest expense........................ (26) (15)(c) (41) -- (41) (1)
Other income (expense).................. 21 -- 21 -- 21 n/m
Equity in losses of affiliates.......... (53) -- (53) -- (53) (1)
------ ----- -------------- ----- -------------- ---
Income before taxes*.................... 1,659 (566) 1,093 269 1,362 13
Provision for taxes..................... 420 16(d) 436 109(d) 545 5
------ ----- -------------- ----- -------------- ---
Income before minority interest
andaccounting change*.................. 1,239 (582) 657 160 817 8
Minority interest....................... -- (387)(e) (387) (96)(e) (483) (5)
------ ----- -------------- ----- -------------- ---
Income before accounting change*........ $1,239 $(969) $ 270 $ 64 $ 334 3%
====== ===== ============== ===== ============== ===
Earnings per share:
--basic.............................. $ 0.65 $ 0.81
============== ==============
--diluted............................ $ 0.65 $ 0.81
============== ==============
Outstanding shares at August 31, 2001:
--basic.............................. 412,705,954 (f) 412,705,954 (f)
============== ==============
--diluted............................ 1,008,163,290(f) 1,008,163,290(f)
============== ==============
--------
n/m = not meaningful
* Historical information excludes payments for partner distributions for
periods ended on or prior to May 31, 2001.
24
Notes to Pro Forma Financial Information
(Unaudited)
(in millions, except percentages and share and per share data)
(a) Adjustments totaling $249 and $1,059 for the three months ended May 31,
2001 and for the nine months ended May 31, 2001, respectively, reflect the
effects of partner compensation and benefit costs as if our transition to a
corporate structure had occurred on September 1, 2000. Prior to our
transition to a corporate structure, payments to our partners were
generally accounted for as distributions of partners' income, rather than
compensation expense. For the three months ended May 31, 2001 and for the
nine months ended May 31, 2001, respectively, compensation and benefit
costs of partners have been allocated 67% and 69% to cost of services, 28%
and 27% to sales and marketing, and 5% and 4% to general and administrative
costs based on an estimate of the time spent on each activity at the
appropriate cost rates.
The compensation plan adopted upon our transition to a corporate structure
includes a fixed salary, benefits and performance-based bonuses. All
elements of the new compensation plan, including bonuses, have been
reflected in the pro forma adjustments because our partners would have
earned the bonuses based on our results of operations for the historical
periods. Benefit costs are medical, dental and payroll taxes, all of which
are based on estimated costs that would have been incurred had these
benefits been in place during the historical periods.
(b) One-time reorganization costs were incurred during the year ended August
31, 2001. Reorganization costs for the three months ended May 31, 2001 and
for the nine months ended May 31, 2001 include $495 and $508, respectively,
of restructuring costs relating to our transition to a corporate structure.
(c) Reflects adjustments of $5 and $15 for the three months ended May 31, 2001
and for the nine months ended May 31, 2001, respectively, representing
estimated interest expense on early-retirement benefits payable to partners.
(d) Reflects adjustments for an estimated income tax provision as if we had
operated in a corporate structure at a pro forma tax rate of 40%. For
periods ended on or prior to May 31, 2001, we operated through partnerships
in many countries. Therefore, we generally were not subject to income taxes
in those countries. Taxes related to income earned by our partnerships were
the responsibility of the individual partners. In other countries, we
operated through corporations, and in these circumstances we were subject
to income taxes.
(e) Minority interests for the three months ended May 31, 2001 and for the nine
months ended May 31, 2001 are based on the assumption that minority
interests as of August 31, 2001 existed throughout the fiscal year. As of
August 31, 2001 partners owned a 59% minority interest in Accenture SCA and
Accenture Canada Holdings Inc. Since Accenture Ltd is the sole general
partner of Accenture SCA and owns the majority of the voting shares,
Accenture Ltd consolidates Accenture SCA and its subsidiaries. Although the
other shareholders of Accenture SCA hold more than 50% of the economic
interest in Accenture SCA, they do not have voting control and therefore
are considered to be a minority interest.
(f) Earnings per share calculations for the three months ended May 31, 2001 and
for the nine months ended May 31, 2001 are based on the assumption that
shares and share equivalents outstanding as of August 31, 2001 were
outstanding throughout the year. For the purposes of the pro forma earnings
per share calculation, diluted outstanding shares include Accenture Class A
common shares issuable or exchangeable upon redemption or exchange of
shares held by SCA Class I common shareholders and Accenture Canada
Holdings Inc. shareholders. The weighted average shares outstanding, basic
and diluted, were calculated based on:
Share issuances Basic Diluted
--------------- ----------- -------------
Accenture Ltd Class A common shares............... 343,307,238 343,307,238
Accenture SCA Class I common shares............... -- 587,296,594
Accenture Canada Holdings Inc. exchangeable shares -- 8,160,742
Restricted share units............................ 69,398,716 69,398,716
----------- -------------
Weighted average shares outstanding............... 412,705,954 1,008,163,290
(g) One-time rebranding costs were incurred during the three months ended May
31, 2001 and during the nine months ended May 31, 2001. Rebranding costs
for the three months ended May 31, 2001 and for the nine months ended May
31, 2001 include $71 and $137, respectively, for the amortization of
intangible assets relating to the final resolution of arbitration with
Andersen Worldwide and Arthur Andersen as well as $22 and $132,
respectively, from changing our name to Accenture. These amounts are
considered pro forma as adjusted adjustments due to their nonrecurring
nature.
25
Three Months Ended May 31, 2002 Compared to Three Months Ended May 31, 2001
Our results of operations for periods ended on or prior to May 31, 2001
reflect the fact that we operated as a series of related partnerships and
corporations prior to that date, and our results of operations for periods
ending after May 31, 2001 reflect that we commenced operations in corporate
structure on that date. Accordingly, in order to provide a more meaningful
comparison of our results for the three months ended May 31, 2002 as compared
to the three months ended May 31, 2001, we comment below on our results for
those periods both on a historical basis and a pro forma as adjusted basis.
Revenues
Revenues for the three months ended May 31, 2002 were $3,351 million, a
decrease of $60 million, or 2%, from the three months ended May 31, 2001 due to
lower reimbursements. Revenues before reimbursements for the three months ended
May 31, 2002 of $2,981 million, increased by $28 million or 1% while
reimbursements declined by $88 million or 19%, over the three months ended May
31, 2001 in U.S. dollars. Reimbursements were lower primarily due to reduced
travel and other cost-containment measures as well as clients reducing or
deferring expenditures for consulting services. In local currency terms,
revenues before reimbursements for the three months ended May 31, 2002 grew by
3% over the three months ended May 31, 2001. Our revenues before reimbursements
in Europe, the Middle East and Africa grew by 4% in U.S. dollars and 6% in
local currency terms and revenues before reimbursements in the Americas
remained constant in U.S. dollars while increasing 1% in local currency terms.
Revenues before reimbursements in Asia/Pacific declined by 8% in U.S. dollars
while local currency revenues declined 5%.
Growth in transformational outsourcing revenues offset lower consulting
revenues. As a result of the difficult economic environment, some clients have
reduced or deferred expenditures for consulting services and we have also
experienced pricing pressure over the last year, which has eroded our revenues.
However, we have also implemented cost-management programs such that operating
margins have been maintained or improved over this period. Current and future
cost-management initiatives may not be sufficient to maintain our margins if
the current challenging economic environment continues for several quarters.
Our Communications & High Tech operating group achieved revenues before
reimbursements of $883 million in the three months ended May 31, 2002, an
increase of 8% from the three months ended May 31, 2001, primarily due to
increased revenue from large transformational outsourcing contracts, which
offset lower consulting revenues. Our Financial Services operating group
achieved revenues before reimbursements of $646 million in the three months
ended May 31, 2002, a decrease of 16% from the three months ended May 31, 2001,
primarily due to the impact of the economic downturn on the capital markets and
banking industries. Our Government operating group achieved revenues before
reimbursements of $328 million in the three months ended May 31, 2002, an
increase of 19% over the three months ended May 31, 2001, primarily driven by
strong growth in North America and Europe. Our Products operating group
achieved revenues before reimbursements of $612 million in the three months
ended May 31, 2002, an increase of 3% over the three months ended May 31, 2001,
primarily as a result of strong growth in our Retail industry group in Europe.
Our Resources operating group achieved revenues before reimbursements of $507
million in the three months ended May 31, 2002, an increase of 3% over the
three months ended May 31, 2001, primarily as a result of strong growth in our
chemicals industry group in North America.
Operating Expenses
Operating expenses in the three months ended May 31, 2002 were $2,916
million, a decrease of $380 million, or 12%, from the three months ended May
31, 2001 and a decrease as a percentage of revenues from 97% in the three
months ended May 31, 2001 to 87% in the three months ended May 31, 2002. These
decreases primarily resulted because 2001 operating expenses included $588
million for reorganization and rebranding costs to change our name to
Accenture, while 2002 operating expenses did not. These reductions were
partially offset by higher employee compensation costs following our transition
to a corporate structure. Prior to our transition to a corporate structure,
payments to our partners were generally accounted for as distributions of
partners' income, rather than compensation expense.
26
Operating expenses for the three months ended May 31, 2002 decreased $41
million, or 1%, from the pro forma as adjusted operating expenses for the three
months ended May 31, 2001 and remained constant as a percentage of revenues at
87%.
We continue to implement long-term and short-term cost-management
initiatives aimed at keeping overall growth in operating expenses less than the
growth in revenues. Our long-term initiatives focus on global reductions in
infrastructure costs. In addition, increasing our use of Web-enabled and other
lower-cost distribution methods has enabled us to reduce the costs of
delivering training. Our short-term initiatives focus on reducing variable
costs, such as limiting travel and meeting costs, reducing infrastructure and
corporate expenses principally through a hiring freeze and the deferral of
non-critical initiatives.
In response to the continued difficult economic conditions, we have
increased our focus on reducing our cost structure. As a result of expense
management efforts, including executive level workforce actions, we reduced
previously recognized annual bonus expense and recorded modest amounts of
severance and other costs. The net effect of these actions was a decrease in
operating expenses of approximately $30 million.
Cost of Services
Cost of services was $2,123 million in the three months ended May 31, 2002,
an increase of $98 million, or 5%, over the three months ended May 31, 2001 and
an increase as a percentage of revenues from 60% in the three months ended May
31, 2001 to 63% in the three months ended May 31, 2002. Cost of services before
reimbursable expenses was $1,753 million in the three months ended May 31,
2002, an increase of $187 million, or 12%, over the three months ended May 31,
2001 and an increase as a percentage of revenues before reimbursements from 53%
in the three months ended May 31, 2001 to 59% in the three months ended
May 31, 2002. These increases were primarily attributable to the exclusion of
partner compensation in prior period results.
Cost of services before reimbursable expenses for the three months ended May
31, 2002 increased $21 million, or 1%, over the pro forma as adjusted cost of
services for the three months ended May 31, 2001 and increased as a percentage
of revenues from 51% for the three months ended May 31, 2001 to 52% for the
three months ended May 31, 2002. These increases largely reflect the impact of
pricing pressures on revenue and higher compensation costs partly due to lower
attrition at senior executive levels.
Sales and Marketing
Sales and marketing expense was $414 million in the three months ended May
31, 2002, an increase of $96 million, or 30%, over the three months ended May
31, 2001 and an increase as a percentage of revenues from 9% in the three
months ended May 31, 2001 to 12% in the three months ended May 31, 2002. These
increases were primarily due to higher compensation expense following our
transition to a corporate structure.
Sales and marketing expense for the three months ended May 31, 2002
increased $25 million, or 6%, over the pro forma as adjusted sales and
marketing expense for the three months ended May 31, 2001, and increased as a
percentage of revenues from 11% in the three months ended May 31, 2001 to 12%
in the three months ended May 31, 2002. The slowdown in the global economy has
led us to increase our selling and marketing efforts to promote our business.
General and Administrative Costs
General and administrative costs were $379 million in the three months ended
May 31, 2002, an increase of $13 million, or 4%, over the three months ended
May 31, 2001 and remained constant as a percentage of revenues at 11%.
General and administrative costs for the three months ended May 31, 2002
increased $1 million from the pro forma as adjusted general and administrative
costs for the three months ended May 31, 2001, and remained constant as a
percentage of revenues at 11%.
27
Reorganization and Rebranding Costs
We incurred no reorganization and rebranding costs in the three months ended
May 31, 2002. Reorganization and rebranding costs were $588 million, or 17% of
revenues for the three months ended May 31, 2001. Reorganization costs for the
three months ended May 31, 2001 included $495 million of restructuring costs
relating to our transition to a corporate structure and rebranding costs
included $93 million resulting from changing our name to Accenture. These costs
are excluded from our pro forma as adjusted financial results as they are
considered to be one-time items.
Operating Income
Operating income was $435 million in the three months ended May 31, 2002, an
increase of $319 million, and an increase as a percentage of revenues from 3%
in the three months ended May 31, 2001 to 13% in the three months ended May 31,
2002.
Operating income for the three months ended May 31, 2002, decreased $19
million, or 4%, from the pro forma as adjusted operating income for the three
months ended May 31, 2001 and remained constant as a percentage of revenues at
13%. Operating income as a percentage of revenues before reimbursements
remained constant at 15%.
Gain (Loss) on Investments
Loss on investments totaled $1 million in the three months ended May 31,
2002, compared to a loss of $9 million in the three months ended May 31, 2001.
Equity in Gains (Losses) of Affiliates
Equity in losses of affiliates totaled $2 million in the three months ended
May 31, 2002, compared to losses of $11 million in the three months ended May
31, 2001.
Provision for Taxes
The effective tax rate for the three months ended May 31, 2002 was 38%. On a
pro forma as adjusted basis, the effective tax rate for the three months ended
May 31, 2001 was 40%. The actual effective tax rate for the three months ended
May 31, 2001 is not comparable to the effective tax rate for the three months
ended May 31, 2002 because, prior to May 31, 2001, we operated as a series of
related partnerships and corporations and, therefore, generally did not pay
income taxes as a corporation.
Minority Interest
Minority interest was $159 million for the three months ended May 31, 2002.
Minority interest for the three months ended May 31, 2002 increased $8 million,
or 5%, over the pro forma as adjusted minority interest for the three months
ended May 31, 2001, and decreased as a percentage of income from 59%, on a pro
forma as adjusted basis, for the three months ended May 31, 2001 to 58% in the
three months ended May 31, 2002.
Nine Months Ended May 31, 2002 Compared to Nine Months Ended May 31, 2001
Our results of operations in respect of periods ended on or prior to May 31,
2001 reflect the fact that we operated as a series of related partnerships and
corporations prior to that date, and our results of operations in respect of
periods ending after May 31, 2001 reflect that we commenced operations in
corporate structure on that date. Accordingly, in order to provide a more
meaningful comparison of our results for the nine months ended May 31, 2002 as
compared to the nine months ended May 31, 2001, we comment below on our results
for those periods both on a historical basis and a pro forma as adjusted basis.
28
Revenues
Revenues for the nine months ended May 31, 2002 were $10,020 million, an
increase of $109 million, or 1%, over the nine months ended May 31, 2001.
Revenues before reimbursements for the nine months ended May 31, 2002 were
$8,882 million, an increase of $216 million, or 2%, over the nine months ended
May 31, 2001 in U.S. dollars. In local currency terms, revenues before
reimbursements in the nine months ended May 31, 2002 grew by 4% over the nine
months ended May 31, 2001. Our revenues before reimbursements in Europe, the
Middle East and Africa grew by 14% in both U.S. dollars and local currency
terms, revenues before reimbursements in the Americas declined by 4% in U.S.
dollars and 3% in local currency terms and revenues before reimbursements in
Asia/Pacific declined by 6% in U.S. dollars and increased by 1% in local
currency terms. Growth in transformational outsourcing revenues offset lower
consulting revenues.
As a result of the difficult economic environment, some clients have reduced
or deferred expenditures for consulting services and we have also experienced
pricing pressure over the last year, which has eroded our revenues. However, we
have also implemented cost-management programs such that operating margins have
been maintained or improved over this period. Current and future
cost-management initiatives may not be sufficient to maintain our margins if
the current challenging economic environment continues for several quarters.
Our Communications & High Tech operating group achieved revenues before
reimbursements of $2,377 million in the nine months ended May 31, 2002, a
decrease of 5% from the nine months ended May 31, 2001, primarily due to global
economic weakening in the Communications and Electronics & High Tech industries
which this operating group serves. Our Financial Services operating group
achieved revenues before reimbursements of $2,026 million in the nine months
ended May 31, 2002, a decrease of 9% from the nine months ended May 31, 2001,
primarily due to the impact of the economic downturn on the Capital Markets
industry group. The weakening in our Capital Markets industry group in North
America and Europe was partially offset by growth in our Health Services
industry group. Our Government operating group achieved revenues before
reimbursements of $988 million in the nine months ended May 31, 2002, an
increase of 36% over the nine months ended May 31, 2001, primarily driven by
strong growth in North America and Europe. Our Products operating group
achieved revenues before reimbursements of $1,909 million in the nine months
ended May 31, 2002, an increase of 8% over the nine months ended May 31, 2001,
as a result of strong growth in our Retail industry group in Europe. Our
Resources operating group achieved revenues before reimbursements of
$1,573 million in the nine months ended May 31, 2002, an increase of 10% over
the nine months ended May 31, 2001, as a result of strong growth in our
Chemicals industry group in North America, and strong growth in our Utilities
industry group in North America and Europe.
Operating Expenses
Operating expenses in the nine months ended May 31, 2002 were $8,783
million, an increase of $349 million, or 4%, over the nine months ended May 31,
2001 and an increase as a percentage of revenues from 85% in the nine months
ended May 31, 2001 to 88% in the nine months ended May 31, 2002. These
increases primarily resulted from higher employee compensation costs following
our transition to a corporate structure. Prior to our transition to a corporate
structure, payments to our partners were generally accounted for as
distributions of partners' income, rather than compensation expense.
Operating expenses for the nine months ended May 31, 2002 increased $68
million, or 1%, over the pro forma as adjusted operating expenses for the nine
months ended May 31, 2001, and remained constant as a percentage of revenues at
88%.
We continue to implement long-term and short-term cost-management
initiatives aimed at keeping overall growth in operating expenses less than the
growth in revenues. Our long-term initiatives focus on global reductions in
infrastructure costs. In addition, increasing our use of Web-enabled and other
lower-cost
29
distribution methods has enabled us to reduce the costs of delivering training.
Our short-term initiatives focus on reducing variable costs, such as limiting
travel and meeting costs, reducing infrastructure and corporate expenses
principally through a hiring freeze and the deferral of non-critical
initiatives.
In response to the continued difficult economic conditions, we have
increased our focus on reducing our cost structure. As a result of expense
management efforts, including executive level workforce actions, we reduced
previously recognized annual bonus expense and recorded modest amounts of
severance and other costs. The net effect of these actions was a decrease in
operating expenses of approximately $30 million in the three months ended May
31, 2002.
Cost of Services
Cost of services was $6,405 million in the nine months ended May 31, 2002,
an increase of $650 million, or 11%, over the nine months ended May 31, 2001
and an increase as a percentage of revenues from 58% in the nine months ended
May 31, 2001 to 64% in the nine months ended May 31, 2002. Cost of services
before reimbursable expenses was $5,267 million in the nine months ended May
31, 2002, an increase of $758 million, or 17%, over the nine months ended May
31, 2001 and an increase as a percentage of revenues before reimbursements from
52% in the nine months ended May 31, 2001 to 59% in the nine months ended May
31, 2002. These increases were primarily attributable to the exclusion of
partner compensation from the prior period results.
Cost of services before reimbursable expenses for the nine months ended May
31, 2002 increased $33 million, 1% over the pro forma as adjusted cost of
services before reimbursable expenses for the nine months ended May 31, 2001
remained constant as a percentage of revenues at 53%. The slowdown in the
global economy has led us to redirect some of our resources to selling and
marketing efforts in order to promote our business. However, these cost
reductions were partially offset by higher employee compensation costs and
severance costs.
Sales and Marketing
Sales and marketing expense was $1,173 million in the nine months ended May
31, 2002, an increase of $402 million, or 52%, over the nine months ended May
31, 2001 and an increase as a percentage of revenues from 8% for the nine
months ended May 31, 2001 to 12% in the nine months ended May 31, 2002. These
increases were primarily due to the higher compensation expense following our
transition to a corporate structure.
Sales and marketing expense for the nine months ended May 31, 2002 increased
$112 million, or 11%, over the pro forma as adjusted sales and marketing
expense for the nine months ended May 31, 2001, and increased as a percentage
of revenues from 11% in the nine months ended May 31, 2001 to 12% in the nine
months ended May 31, 2002. The slowdown in the global economy which began in
the second half of fiscal year 2001 led us to increase our selling and
marketing efforts in order to promote our business.
General and Administrative Costs
General and administrative costs were $1,205 million in the nine months
ended May 31, 2002, an increase of $74 million, or 7%, over the nine months
ended May 31, 2001 and increased as a percentage of revenues from 11% in the
nine months ended May 31, 2001 to 12% in the nine months ended May 31, 2002.
General and administrative costs for the nine months ended May 31, 2002
increased $30 million, or 3%, over the pro forma as adjusted general and
administrative costs for the three months ended May 31, 2001, and remained
constant as a percentage of revenues at 12%.
30
Reorganization and Rebranding Costs
Reorganization and rebranding costs were $777 million, or 8% of revenues for
the nine months ended May 31, 2001. We incurred no reorganization and
rebranding costs for the nine months ended May 31, 2002. Reorganization costs
for the nine months ended May 31, 2001 included $508 million of restructuring
costs relating to our transition to a corporate structure and rebranding costs
for the nine months ended May 31, 2001 included $269 million resulting from
changing our name to Accenture. These costs are excluded from our pro forma as
adjusted financial results as they are considered to be one-time items.
Operating Income
Operating income was $1,237 million in the nine months ended May 31, 2002, a
decrease of $240 million, or 16%, from the nine months ended May 31, 2001 and a
decrease as a percentage of revenues from 15% in the nine months ended May 31,
2001 to 12% in the nine months ended May 31, 2002. Operating income decreased
as a percentage of revenues before reimbursements from 17% in the nine months
ended May 31, 2001 to 14% in the nine months ended May 31, 2002.
Operating income for the nine months ended May 31, 2002, increased $41
million, or 4%, over the pro forma as adjusted operating income for the nine
months ended May 31, 2001 and remained constant as a percentage of revenues at
12%. Operating income also remained constant as a percentage of revenues before
reimbursements at 14%.
Gain (Loss) on Investments
Losses on investments totaled $307 million for the nine months ended May 31,
2002. This loss includes $212 million recorded in the three months ended
February 28, 2002 for the anticipated loss on the planned disposal of
substantially all of our minority ownership interests in our venture and
investment portfolio. The loss of $307 million also includes
other-than-temporary impairment writedowns of $90 million recorded in the three
months ended November 30, 2001.
Gains on investments totaled $180 million for the nine months ended May 31,
2001. This gain represents the sale of $382 million of a marketable security
purchased in 1995 and $10 million from the sale of other marketable securities,
net of other-than-temporary impairment investment writedowns of $81 million,
and unrealized investment losses of $131 million.
Equity in Gains (Losses) of Affiliates
Equity in losses of affiliates totaled $9 million in the nine months ended
May 31, 2002, compared to losses of $53 million in the nine months ended May
31, 2001, primarily due to the consolidation of the investment in our
subsidiary, Avanade, Inc., commencing as of January 1, 2002 that was previously
accounted for under the equity method.
Provision for Taxes
Including the one-time charge of $212 million related to investment
writedowns for which tax benefits are not expected to be realized, the
effective tax rate for the nine months ended May 31, 2002 was 47%. Excluding
the one-time charge of $212 million to writedown investments, the effective tax
rate for the nine months ended May 31, 2002 was 38%. On a pro forma as adjusted
basis, the effective tax rate for the nine months ended May 31, 2001 was 40%.
The actual effective tax rate for the nine months ended May 31, 2001 is not
comparable to the effective tax rate for the nine months ended May 31, 2002
because, prior to May 31, 2001, we operated as a series of related partnerships
and corporations and, therefore, generally did not pay income taxes as a
corporation.
31
Minority Interest
Minority interest was $292 million in the nine months ended May 31, 2002.
Minority interest for the nine months ended May 31, 2002 decreased $191
million, or 40%, over the pro forma as adjusted minority interest for the nine
months ended May 31, 2001, and remained constant as a percentage of income at
59%.
Cumulative Effect of Accounting Change
The adoption of SFAS 133 resulted in cumulative income of $188 million on
September 1, 2000, which represents the cumulative unrealized gains resulting
from changes in the fair market value of equity holdings considered to be
derivatives.
Liquidity and Capital Resources
We historically relied on cash flow from operations, partner capital
contributions and bank credit facilities to satisfy our liquidity and capital
requirements. However, each year a portion of the distributions we made to our
partners was made on a deferred basis, which significantly strengthened our
working capital and enabled us to limit our external borrowings. Since May
2001, our liquidity needs on a short-term and long-term basis have been
satisfied by cash flows from operations, debt capacity under our credit
facilities, and the net proceeds of Accenture Ltd's initial public offering in
July 2001. We believe our short-term and long-term liquidity needs will
continue to be met through cash flows from operations and debt capacity under
the bilateral, uncommitted, unsecured multicurrency revolving credit facilities
described below. In addition, we may need to raise additional funds through
public or private debt or equity financings in order to:
. take advantage of opportunities, including more rapid expansion;
. acquire complementary businesses or technologies;
. develop new services and solutions; or
. respond to competitive pressures.
Our balance of cash and cash equivalents was $1,113 million at May 31, 2002
and $1,880 million at August 31, 2001, a decrease of $767 million, or 41%. The
decrease is largely attributable to distributions to partners of partnership
income earned for periods prior to our transition to a corporate structure, and
share repurchases partially offset by earnings.
Net cash provided by operating activities was $547 million in the nine
months ended May 31, 2002, a decrease of $1,448 million from the nine months
ended May 31, 2001, primarily due to lower net income for the nine months ended
May 31, 2002 as compared with partnership income before partner distributions
in the prior years. As a result of our transition to a corporate structure, net
income includes partner compensation and income taxes which we did not
historically include in partnership income before partner distributions. Net
cash used in investing activities was $133 million in the nine months ended May
31, 2002, a decrease of $100 million from the nine months ended May 31, 2001,
as capital expenditures declined by $145 million. Net cash used in financing
activities was $1,169 million in the nine months ended May 31, 2002, a decrease
of $1,132 million from the nine months ended May 31, 2001, primarily due to
reduced pre-incorporation earnings distributions to our partners.
Because we historically deferred the distribution of a portion of our
partners' current year earnings into the subsequent fiscal year, these earnings
have been available for a period of time to meet liquidity and working capital
requirements. At May 31, 2001, we reclassified the final distributable earnings
from the capital accounts to current liabilities. Distribution to our partners
of pre-incorporation earnings, net of partner receivables owed to Accenture,
during the nine months ended May 31, 2002 was $765 million as compared with
$1,950 million in the nine months ended May 31, 2001.
32
As of May 31, 2002, we had two syndicated credit facilities providing $450
million and $420 million, respectively, of unsecured, revolving borrowing
capacity for general working capital purposes. On June 21, 2002 we entered into
two new syndicated credit facilities for $537.5 million each which replace the
$450 million and $420 million facilities. Similar to the prior facilities, the
new facilities consist of 364-day and three-year committed facilities.
Financing is provided under these facilities at the prime rate or at the London
Interbank Offered Rate plus a spread, and bid option financing is available.
These facilities require us to (1) limit liens placed on our assets to (a)
liens incurred in the ordinary course of business (subject to certain
limitations) and (b) other liens securing aggregate amounts not in excess of
30% of our total assets and (2) maintain a debt to cash flow ratio not
exceeding 1.75 to 1.00. We are in compliance with these terms. As of May 31,
2002, we had no borrowings and $19 million in letters of credit which continue
to be outstanding under the new three-year facility.
We also maintain four separate bilateral, uncommitted, unsecured
multicurrency revolving credit facilities. As of May 31, 2002, these facilities
provided for up to $376 million of local currency financing in countries that
cannot readily access our syndicated facilities. We also maintain local
guaranteed and non-guaranteed lines of credit. As of May 31, 2002, amounts
available under these lines of credit facilities totaled $197 million. At
May 31, 2002, we had $94 million outstanding under these various facilities.
Interest rate terms on the bilateral revolving facilities and local lines of
credit are at market rates prevailing in the relevant local markets.
During the nine months ended May 31, 2001 and 2002, we made $301 million and
$155 million in capital expenditures, respectively, primarily for technology
assets, furniture and equipment and leasehold improvements to support our
operations. We expect that our capital expenditures in the current fiscal year
will be less than our capital expenditures in each of the last two fiscal
years. In January 2002 we sold our technology center in Northbrook, Illinois
for $65 million.
During November 1999, we formed Accenture Technology Ventures to select,
structure and manage a portfolio of equity investments. We made equity
investments of $215 million and $57 million during the nine months ended May
31, 2001 and 2002, respectively. See "Critical Accounting Policies and
Estimates--Valuation of Investments" for a discussion of our plans with respect
to our investment portfolio.
We also received $110 million and $1 million in the nine months ended May
31, 2001 and 2002, respectively, in equity from our clients as compensation for
current and future services. Amounts ultimately realized from these equity
securities may be higher or lower than amounts recorded on the measurement
dates. In limited circumstances, we agree to extend financing to clients. The
terms vary by engagement, but generally we contractually link payment for
services to the achievement of specified performance milestones. We finance
these client obligations primarily with existing working capital and bank
financing in the country of origin. As of August 31, 2001 and May 31, 2002,
$182 million and $248 million were outstanding for 17 and 21 clients,
respectively. These outstanding amounts are included in unbilled services and
other non-current assets on our historical balance sheets.
On April 17, 2002, Accenture Ltd's board of directors authorized the
creation of a share employee compensation trust ("SECT") and approved the
contribution of up to $300 million to the SECT. At May 31, 2002, Accenture had
contributed $150 million to the SECT. The SECT has made repurchases of
Accenture Ltd Class A common shares totaling $46 million as of May 31, 2002.
The remaining $104 million continues to be available to the SECT for share
repurchases, and is segregated as restricted cash on the consolidated balance
sheet at May 31, 2002.
The cost of shares repurchased, not including those repurchased by the SECT,
during the three months ended May 31, 2002 and the nine months ended May 31,
2002 was $135 million and $259 million, respectively. In addition to our
ongoing open-market share repurchases, we expect to repurchase shares pursuant
to our Share Management Plan. In certain countries we must use previously
issued shares rather than newly issued shares to
33
satisfy our obligations upon the maturity of a restricted share unit or the
exercise of an option in order for the transaction to receive the available tax
deductibility. We expect that we will use 6.4 million, 10 million and
7.5 million previously issued shares for these purposes in fiscal 2002, 2003
and 2004, respectively.
Obligations and Commitments
As of May 31, 2002, we had the following obligations and commitments to make
future payments under contracts, contractual obligations and commercial
commitments:
Payments due by period
------------------------------------------------------
Less than
Contractual Cash Obligations Total 1 year 1-3 years 4-5 years After 5 years
---------------------------- ---------- --------- --------- --------- -------------
(in thousands)
Long-term debt........... $ 6,214 $ 2,299 $ 3,915 $ -- $ --
Operating leases......... 2,668,685 194,086 384,260 355,668 1,734,671
Andersen Worldwide (1)... 516,000 126,000 240,000 150,000 --
Retirement obligations... 335,415 48,891 94,227 98,545 93,752
--------
(1) The contractual obligations are with Andersen Worldwide and/or its
affiliates. In addition, we are obligated to provide up to $22,500 per year
of services valued at then current retail billing rates for five years from
2001.
34
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign Currency Risk
We are exposed to foreign currency risk in the ordinary course of business.
We hedge cash flow exposures for our major countries using a combination of
forward and option contracts. These instruments are generally short-term in
nature, with typical maturities of less than one year. From time to time, we
enter into forward or option contracts of a long-term nature.
For purposes of specific risk analysis, we use sensitivity analysis to
determine the effects that market risk exposures may have on the fair value of
our hedge portfolio. The foreign currency exchange risk is computed based on
the market value of future cash flows as affected by the changes in the rates
attributable to the market risk being measured. The sensitivity analysis
represents the hypothetical changes in value of the hedge position and does not
reflect the opposite gain or loss on the underlying transaction. As of August
31, 2001, a 10% decrease in the levels of foreign currency exchange rates
against the U.S. dollar with all other variables held constant would result in
a decrease in the fair value of our financial instruments of $4 million, while
a 10% increase in the levels of foreign currency exchange rates against the
U.S. dollar would result in an increase in the fair value of our financial
instruments of $4 million. As of May 31, 2002, a 10% decrease in the levels of
foreign currency exchange rates against the U.S. dollar with all other
variables held constant would result in a decrease in the fair value of our
financial instruments of $22.9 million, while a 10% increase in the levels of
foreign currency exchange rates against the U.S. dollar would result in an
increase in the fair value of our financial instruments of $22.9 million.
Twelve of the fifteen member countries of the European Union have
established fixed conversion rates between their existing currencies ("legacy
currencies") and one common currency, the Euro. Beginning in January 2002, the
new Euro-denominated currency was issued, and legacy currencies are being
withdrawn from circulation. We have addressed the systems and business issues
raised by the Euro currency conversion. These issues include, among others: (1)
the need to adapt computer and other business systems and equipment to
accommodate Euro-denominated transactions; and (2) the competitive impact of
cross-border price transparency. The Euro conversion has not had, and we
currently anticipate that it will not have, a material adverse impact to our
consolidated financial position, results of operations or cash flows.
Interest Rate Risk
During the last three years, the majority of our debt obligations have been
short-term in nature and the associated interest obligations have floated
relative to major interest rate benchmarks, such as the London Interbank
Offered Rate. While we have not entered into any derivative contracts to hedge
interest rate risks during this period, we may do so in the future.
The interest rate risk associated with our borrowing and investing
activities at May 31, 2002 is not material in relation to our consolidated
financial position, results of operations or cash flows. We have not used
derivative financial instruments to alter the interest rate characteristics of
our investment holdings or debt instruments.
Equity Price Risk
We have marketable equity securities that are subject to market price
volatility. Marketable equity securities include common stock, warrants and
options. Our investment portfolio includes warrants and options in both
publicly traded and privately held companies. Warrants in public companies and
those that can be net share settled in private companies are deemed derivative
financial instruments and are recorded on the Consolidated Balance Sheet at
fair value. The privately held investments are inherently risky because the
markets for the technologies or products developed by these companies are less
established than those of most publicly traded companies and we may be unable
to liquidate our investments if desired. Beginning September 1, 2000, warrants
are deemed derivative financial instruments by SFAS 133. As such, they are
recorded on the balance sheet at fair
35
value with unrealized gains or losses recorded on the income statement. As of
May 31, 2002, we owned marketable equity securities totaling $64 million. We
have entered into a forward contract to offset the equity price risks
associated with $38 million of options included in our marketable equity
securities portfolio at May 31, 2002. Gains and losses associated with changes
in the fair value of that forward contract offset changes in the fair value of
the underlying options. As of May 31, 2002, the fair value of the underlying
options was $38 million, while the forward contract had a cumulative net gain
of approximately $6 million. The forward contract allows net cash settlement
and is being accounted for as a derivative. Pursuant to SFAS 133, changes in
the fair value of the forward contract are recorded on the income statement in
the periods they arise and unrealized gains or losses are included in other
current assets or other accrued liabilities.
The following analysis presents the hypothetical change in the fair value of
our marketable equity securities at August 31, 2001 and May 31, 2002, assuming
the same hypothetical price fluctuations of plus or minus 10%, 20% and 30%.
Valuation of investments August 31, Valuation of investments
assuming indicated decrease 2001 assuming indicated increase
--------------------------- ---------- -------------------------
-30% -20% -10% fair value +10% +20% +30%
------- ------- ------- ---------- ------- -------- --------
(in thousands)
Marketable Equity Securities and
Warrants Deemed Derivatives by
SFAS 133...................... $60,618 $69,278 $77,937 $86,597 $95,257 $103,916 $112,576
Valuation of investments May 31, Valuation of investments
assuming indicated decrease 2002 assuming indicated increase
--------------------------- ---------- -------------------------
-30% -20% -10% fair value +10% +20% +30%
------- ------- ------- ---------- ------- -------- --------
(in thousands)
Marketable Equity Securities and
Warrants Deemed Derivatives by
SFAS 133...................... $45,115 $51,560 $58,005 $64,450 $70,895 $ 77,340 $ 83,785
Newly Issued Accounting Standards
In June 2001, the Financial Accounting Standards Board approved SFAS No.
141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS 141 requires that the purchase method of accounting be used for
all combinations initiated after June 30, 2001. Under the transition provisions
of SFAS 142, goodwill acquired in business combinations for which the
acquisition date is after June 30, 2001 are not to be amortized and are to be
reviewed for impairment under existing standards. The entire goodwill balance
of $153 million at May 31, 2002 related to acquisitions subsequent to June 30,
2001. We will be required to perform an initial review of goodwill as of
September 1, 2002, and an annual impairment review thereafter. We do not expect
adoption of SFAS 142 to materially affect our results of operations.
Part II. Other Information
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit Index:
99.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (filed herewith).
99.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (filed herewith).
36
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf on October
30, 2002 by the undersigned, thereunto duly authorized.
ACCENTURE LTD
By: /S/ HARRY L. YOU
-----------------------------------
Name: Harry L. You
Title: Chief Financial Officer
37
CHIEF EXECUTIVE OFFICER CERTIFICATION
I, Joe W. Forehand, Chief Executive Officer and Chairman of the Board of
Accenture Ltd, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q/A of Accenture Ltd
(the "Registrant");
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the Registrant as of, and for, the periods presented in
this quarterly report.
Dated: October 30, 2002
/S/ JOE W. FOREHAND
--------------------------------------
Chief Executive Officer and Chairman of the Board
(principal executive officer)
38
CHIEF FINANCIAL OFFICER CERTIFICATION
I, Harry L. You, Chief Financial Officer of Accenture Ltd, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q/A of Accenture Ltd
(the "Registrant");
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the Registrant as of, and for, the periods presented in
this quarterly report.
Dated: October 30, 2002
/S/ HARRY L. YOU
--------------------------------------
Chief Financial Officer
(principal financial and accounting officer)
39