UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended February 28, 2003
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number: 001-16565
ACCENTURE LTD
(Exact name of Registrant as specified in its charter)
| Bermuda |
98-0341111 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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 ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act.) Yes x No ¨
The number of shares of the Registrant’s Class A common shares, par value $0.0000225 per share, outstanding as of March 15, 2003 was 423,318,148 (which number does not include 24,463,539 issued 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 March 15, 2003 was 516,379,208.
ACCENTURE LTD
| Page | ||||
| Part I. |
Financial Information |
|||
| Item 1. |
Financial Statements (unaudited) |
|||
| Consolidated Balance Sheets as of February 28, 2003 and August 31, 2002 |
3 | |||
| Consolidated Income Statements for the three and six months ended February 28, 2003 and 2002 |
4 | |||
| Consolidated Shareholders’ Equity Statement for the six months ended February 28, 2003 |
5 | |||
| Consolidated Cash Flows Statements for the six months ended February 28, 2003 and 2002 |
6 | |||
| 7 | ||||
| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
13 | ||
| Item 3. |
29 | |||
| Item 4. |
29 | |||
| Part II. |
Other Information |
|||
| Item 1. |
31 | |||
| Item 6. |
31 | |||
| 32 | ||||
2
PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
February 28, 2003 and August 31, 2002
(In thousands of U.S. dollars, except share and per share amounts)
| February 28, 2003 |
August 31, 2002 |
|||||||
| (Unaudited) |
||||||||
| ASSETS |
||||||||
| CURRENT ASSETS: |
||||||||
| Cash and cash equivalents |
$ |
1,684,576 |
|
$ |
1,316,976 |
| ||
| Restricted cash |
|
5,588 |
|
|
79,445 |
| ||
| Receivables from clients, net |
|
1,392,494 |
|
|
1,330,642 |
| ||
| Unbilled services |
|
923,169 |
|
|
774,214 |
| ||
| Due from related parties |
|
10,220 |
|
|
39,488 |
| ||
| Deferred income taxes, net |
|
204,769 |
|
|
189,976 |
| ||
| Other current assets |
|
281,815 |
|
|
330,347 |
| ||
| Total current assets |
|
4,502,631 |
|
|
4,061,088 |
| ||
| NON-CURRENT ASSETS: |
||||||||
| Unbilled services |
|
120,679 |
|
|
106,162 |
| ||
| Investments |
|
47,114 |
|
|
76,017 |
| ||
| Property and equipment, net |
|
665,946 |
|
|
716,504 |
| ||
| Goodwill |
|
179,036 |
|
|
167,603 |
| ||
| Deferred income taxes, net |
|
271,353 |
|
|
283,969 |
| ||
| Other non-current assets |
|
64,736 |
|
|
67,605 |
| ||
| Total non-current assets |
|
1,348,864 |
|
|
1,417,860 |
| ||
| TOTAL ASSETS |
$ |
5,851,495 |
|
$ |
5,478,948 |
| ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY |
||||||||
| CURRENT LIABILITIES: |
||||||||
| Short-term bank borrowings |
$ |
52,108 |
|
$ |
57,922 |
| ||
| Current portion of long-term debt |
|
2,983 |
|
|
5,177 |
| ||
| Accounts payable |
|
363,022 |
|
|
450,208 |
| ||
| Deferred revenue |
|
647,181 |
|
|
543,917 |
| ||
| Accrued payroll and related benefits |
|
1,150,280 |
|
|
1,139,887 |
| ||
| Income taxes payable |
|
631,236 |
|
|
459,836 |
| ||
| Deferred income taxes, net |
|
20,163 |
|
|
18,884 |
| ||
| Other accrued liabilities |
|
432,652 |
|
|
651,231 |
| ||
| Total current liabilities |
|
3,299,625 |
|
|
3,327,062 |
| ||
| NON-CURRENT LIABILITIES: |
||||||||
| Long-term debt |
|
3,824 |
|
|
3,428 |
| ||
| Retirement obligation |
|
405,324 |
|
|
382,180 |
| ||
| Deferred income taxes, net |
|
26,474 |
|
|
16,674 |
| ||
| Other non-current liabilities |
|
834,365 |
|
|
791,582 |
| ||
| Total non-current liabilities |
|
1,269,987 |
|
|
1,193,864 |
| ||
| MINORITY INTEREST |
|
685,668 |
|
|
519,396 |
| ||
| SHAREHOLDERS’ EQUITY: |
||||||||
| Preferred shares, 2,000,000,000 shares authorized, 0 shares issued and outstanding |
|
— |
|
|
— |
| ||
| Class A common shares, par value $0.0000225 per share, 20,000,000,000 shares authorized, 447,765,059 and 433,695,621 issued as of February 28, 2003 and August 31, 2002, respectively |
|
10 |
|
|
10 |
| ||
| Class X common shares, par value $0.0000225 per share, 1,000,000,000 shares authorized, 516,379,208 and 524,094,456 shares issued and outstanding as of February 28, 2003 and August 31, 2002, respectively |
|
12 |
|
|
13 |
| ||
| Restricted share units (related to Class A common shares), 40,929,017 and 58,265,829 units issued and outstanding as of February 28, 2003 and August 31, 2002, respectively |
|
596,414 |
|
|
848,218 |
| ||
| Additional paid-in capital |
|
1,455,377 |
|
|
1,397,828 |
| ||
| Treasury shares, at cost, 6,930,977 and 13,726,885 shares at February 28, 2003 and August 31, 2002, respectively |
|
(126,498 |
) |
|
(315,486 |
) | ||
| Treasury shares owned by Accenture Ltd Share Employee Compensation Trust, at cost, 17,457,100 and 12,562,300 shares at February 28, 2003 and August 31, 2002, respectively |
|
(300,208 |
) |
|
(221,110 |
) | ||
| Retained deficit |
|
(943,116 |
) |
|
(1,190,415 |
) | ||
| Accumulated other comprehensive loss |
|
(85,776 |
) |
|
(80,432 |
) | ||
| Total shareholders’ equity |
|
596,215 |
|
|
438,626 |
| ||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
$ |
5,851,495 |
|
$ |
5,478,948 |
| ||
The accompanying notes are an integral part of these financial statements.
3
CONSOLIDATED INCOME STATEMENTS
For the Three and Six Months Ended February 28, 2003 and 2002
(In thousands of U.S. dollars, except share and per share amounts)
(Unaudited)
| Three Months Ended |
Six Months Ended |
|||||||||||||||
| February 28, 2003 |
February 28, 2002 |
February 28, 2003 |
February 28, 2002 |
|||||||||||||
| REVENUES: |
||||||||||||||||
| Revenues before reimbursements |
$ |
2,826,196 |
|
$ |
2,913,289 |
|
$ |
5,756,154 |
|
$ |
5,901,919 |
| ||||
| Reimbursements |
|
362,827 |
|
|
415,148 |
|
|
760,316 |
|
|
767,840 |
| ||||
| Revenues |
|
3,189,023 |
|
|
3,328,437 |
|
|
6,516,470 |
|
|
6,669,759 |
| ||||
| OPERATING EXPENSES: |
||||||||||||||||
| Cost of services: |
||||||||||||||||
| Cost of services before reimbursable expenses |
|
1,816,706 |
|
|
1,708,108 |
|
|
3,590,903 |
|
|
3,514,289 |
| ||||
| Reimbursable expenses |
|
362,827 |
|
|
415,148 |
|
|
760,316 |
|
|
767,840 |
| ||||
| Cost of services |
|
2,179,533 |
|
|
2,123,256 |
|
|
4,351,219 |
|
|
4,282,129 |
| ||||
| Sales and marketing |
|
369,631 |
|
|
398,900 |
|
|
725,464 |
|
|
759,135 |
| ||||
| General and administrative costs |
|
272,038 |
|
|
418,002 |
|
|
642,769 |
|
|
825,959 |
| ||||
| Total operating expenses |
|
2,821,202 |
|
|
2,940,158 |
|
|
5,719,452 |
|
|
5,867,223 |
| ||||
| OPERATING INCOME |
|
367,821 |
|
|
388,279 |
|
|
797,018 |
|
|
802,536 |
| ||||
| Gain (loss) on investments, net |
|
1,465 |
|
|
(210,951 |
) |
|
5,270 |
|
|
(305,688 |
|||||