e10vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
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(Mark One) |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended August 31, 2006 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 for the transition period
from to . |
Commission File Number: 001-16565
ACCENTURE LTD
(Exact name of Registrant as specified in its charter)
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Bermuda
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98-0341111 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer Identification No.) |
Canons Court
22 Victoria Street
Hamilton HM 12 Bermuda
(Address of principal executive offices) |
(441) 296-8262
(Registrants telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
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Title of Each Class |
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Name of Each Exchange on Which Registered |
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Class A common shares, par value $0.0000225 per share
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New York Stock Exchange |
Securities
registered pursuant to Section 12(g) of the Act:
Class X common shares, par value $0.0000225 per share
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes þ No o
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of
1934. Yes o No þ
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 þ No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
(§229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrants
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this
Form 10-K or any
amendment to this
Form 10-K. þ
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of accelerated filer and large
accelerated filer in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated
filer þ Accelerated
filer o Non-accelerated
filer o
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2 of the
Exchange
Act.) Yes o No þ
The aggregate market value of the common equity of the
registrant held by non-affiliates of the registrant on
February 28, 2006 was approximately $18,788,093,481, based
on the closing price of the registrants Class A
common shares, par value $0.0000225 per share, reported on
the New York Stock Exchange on such date of $32.66 per
share and on the par value of the registrants Class X
common shares, par value $0.0000225 per share.
The number of shares of the registrants Class A
common shares, par value $0.0000225 per share, outstanding
as of October 12, 2006 was 584,360,126 (which number does
not include 35,306,040 issued shares held by subsidiaries of the
registrant). The number of shares of the registrants
Class X common shares, par value $0.0000225 per share,
outstanding as of October 12, 2006 was 237,733,470.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the 2007 Annual General
Meeting of
Shareholders Part III
TABLE OF CONTENTS
PART I
Disclosure Regarding Forward-Looking Statements
This Annual Report on
Form 10-K contains
forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 (the
Exchange Act) relating to our operations and our
results of 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,
uncertainties and assumptions that are difficult to predict.
Forward-looking statements are based upon assumptions as to
future events that might not prove to be accurate. Actual
outcomes and results could differ materially from what is
expressed or forecast in these forward-looking statements. The
reasons for these differences include changes in general
economic and political conditions, including fluctuations in
exchange rates, and the factors discussed below under the
section entitled Risk Factors.
Available Information
Our website address is www.accenture.com. We make available free
of charge on the Investor Relations section of our website
(http://investor.accenture.com) our Annual Report on
Form 10-K,
Quarterly Reports on
Form 10-Q, Current
Reports on
Form 8-K and all
amendments to those reports as soon as reasonably practicable
after such material is electronically filed or furnished with
the Securities and Exchange Commission (the SEC)
pursuant to Section 13(a) or 15(d) of the Exchange Act. We
also make available through our website other reports filed with
or furnished to the SEC under the Exchange Act, including our
proxy statements and reports filed by officers and directors
under Section 16(a) of that Act, as well as our Code of
Business Ethics. We do not intend for information contained in
our website to be part of this Annual Report on
Form 10-K.
Any materials we file with the SEC may be read and copied at the
SECs Public Reference Room at 100 F Street, N.E.,
Washington, DC, 20549. Information on the operation of the
Public Reference Room may be obtained by calling the SEC at
1-800-SEC-0330. The SEC
maintains an Internet site (http://www.sec.gov) that contains
reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC.
In this Annual Report on
Form 10-K, we use
the terms Accenture, we, our
Company, our and us 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.
Overview
Accenture is one of the worlds leading management
consulting, technology services and outsourcing organizations,
with approximately 140,000 employees; offices and operations in
more than 150 cities in 49 countries; and revenues before
reimbursements of $16.65 billion for fiscal 2006.
Our high performance business strategy builds on our
expertise in consulting, technology and outsourcing to help
clients perform at the highest levels so they can create
sustainable value for their customers, stakeholders and
shareholders. We use our industry and business-process
knowledge, our service offering expertise and our insight into
and deep understanding of emerging technologies to identify new
business and technology trends and formulate and implement
solutions for clients under demanding time constraints. We help
clients identify and enter new markets, increase revenues in
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existing markets, improve operational performance and deliver
their products and services more effectively and efficiently.
We operate globally with one common brand and business model
designed to enable us to provide clients around the world with
the same high level of service. Drawing on a combination of
industry expertise, functional capabilities, alliances, global
resources and technology, we deliver competitively priced,
high-value services that help our clients measurably improve
business performance. Our global delivery model enables us to
provide a complete
end-to-end delivery
capability by drawing on Accentures global resources to
deliver high-quality, cost-effective solutions to clients under
demanding timeframes.
Consulting, Technology and Outsourcing Services and
Solutions
Our business is structured around five operating groups, which
together comprise 17 industry groups serving clients in major
industries around the world. Our industry focus gives us an
understanding of industry evolution, business issues and
applicable technologies, enabling us to deliver innovative
solutions tailored to each client or, as appropriate,
more-standardized capabilities to multiple clients.
Our three growth platformsbusiness consulting, systems
integration and technology, and outsourcingare the
innovation engines through which we develop our knowledge
capital; build world-class skills and capabilities; and create,
acquire and manage key assets central to the development of
solutions for our clients. The subject matter experts within
these areas work closely with the professionals in our operating
groups to develop and deliver solutions to clients.
Client engagement teamswhich typically consist of industry
experts, capability specialists and professionals with local
market knowledgeleverage the full capabilities of our
global delivery model to deliver price-competitive solutions and
services.
Operating Groups
The following table shows the organization of our five operating
groups and their 17 industry groups. For financial reporting
purposes, our operating groups are our reportable operating
segments. We do not allocate total assets by operating group,
although our operating groups do manage and control certain
assets. For certain historical financial information regarding
our operating groups (including certain asset information), as
well as financial information by geographical areas (including
long-lived asset information), see Footnote 16 (Segment
Reporting) to our Consolidated Financial Statements below under
Financial Statements and Supplementary Data.
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Operating Groups |
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Communications |
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Financial |
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& High Tech |
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Services |
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Products |
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Resources |
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Government |
Communications
Electronics & High Tech
Media & Entertainment |
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Banking
Capital Markets
Insurance |
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Automotive
Consumer Goods & Services
Health & Life Sciences
Industrial Equipment
Retail & Consumer
Transportation & Travel Services |
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Chemicals
Energy
Natural Resources
Utilities |
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Government |
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Communications &
High Tech |
We are a leading provider of business consulting, technology,
systems integration and outsourcing services and solutions to
the communications, electronics, high technology, media and
entertainment industries. Our Communications & High
Tech professionals help clients enhance their business results
through industry-specific solutions and by seizing the
opportunities made possible by the convergence of
communications, computing and content. Examples of our services
and solutions include the application of mobile technology,
advanced communications network optimization, broadband and
Internet protocol solutions, product innovation and digital
rights management as well as systems integration, customer care,
supply chain and workforce transformation services. In support
of these services, we have developed an array of assets,
repeatable solutions, methodologies and research facilities to
demonstrate how new technologies and industry-leading practices
can be applied in new and innovative ways to enhance our
clients business performance. Our
Communications & High Tech operating group comprises
the following industry groups:
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Communications. Our Communications industry group
serves many of the worlds leading wireline, wireless,
cable and satellite communications network operators and service
providers. We provide a wide range of services designed to help
our communications clients increase margins, improve asset
utilization, improve customer retention, increase revenues,
reduce overall costs and accelerate sales cycles. We offer a
suite of reusable solutions, called Accenture Communications
Solutions, designed to address major business and operational
issues related to broadband and Internet protocol-based networks
and services, including business intelligence, billing
transformation, customer contact transformation, sales force
transformation, service fulfillment and next-generation network
optimization. Our Communications industry group represented
approximately 62% of our Communications & High Tech
operating groups revenues before reimbursements in fiscal
2006. |
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Electronics & High Tech. Our
Electronics & High Tech industry group serves the
communications technology, consumer technology, enterprise
technology, semiconductor, software and aerospace/ defense
segments. This industry group provides services in areas such as
strategy, enterprise resource management, customer relationship
management, supply chain management, software development, human
performance, and merger/acquisition activities, including
post-merger integration. We also offer a suite of reusable
solutions, called Accenture High Tech Solutions, designed to
address the industrys major business and operational
challenges, such as new product innovation and development,
customer service and support, sales and marketing, and
globalization. |
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Media & Entertainment. Our
Media & Entertainment industry group serves the
broadcast, entertainment (television, music and movie), print,
publishing and portal industries. Professionals in this industry
group provide a wide range of services, including digital
content solutions designed to help companies effectively manage,
distribute and protect content across numerous media channels. |
Our Financial Services operating group focuses on the
opportunities created by our clients needs to adapt to
changing market conditions, including increased cost pressures,
industry consolidation, regulatory changes, the creation of
common industry standards and protocols, and the move to a more
integrated industry model. We help clients meet these challenges
through a variety of assets, services and solutions, including
consulting and outsourcing strategies to increase cost
efficiency and transform businesses, and customer relationship
management initiatives that enable them to acquire and retain
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profitable customers and improve their cross-selling
capabilities. Our Financial Services operating group comprises
the following industry groups:
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Banking. Our Banking industry group works with
retail and commercial banks and diversified financial
enterprises. We help these organizations develop and execute
strategies to target, acquire and retain customers more
effectively, expand product and service offerings, comply with
new regulatory initiatives, and leverage new technologies and
distribution channels. Our Banking industry group represented
approximately 55% of our Financial Services operating
groups revenues before reimbursements in fiscal 2006. |
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Capital Markets. Our Capital Markets industry
group helps investment banks, broker/ dealers, asset management
firms, depositories, clearing organizations and exchanges
improve operational efficiency and transform their businesses to
remain competitive. |
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Insurance. Our Insurance industry group helps
property and casualty insurers, life insurers, reinsurance firms
and insurance brokers improve business processes, develop
Internet-based insurance businesses and improve the quality and
consistency of risk selection decisions. Our Insurance industry
group has also developed a claims management capability that
enables insurers to provide better customer service while
optimizing claims costs. We also provide a variety of outsourced
solutions to help insurers improve working capital and cash
flow, deliver permanent cost savings and enhance long-term
growth. Our Insurance industry group represented approximately
31% of our Financial Services operating groups revenues
before reimbursements in fiscal 2006. |
Our Products operating group comprises the following industry
groups:
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Automotive. Our Automotive industry group works
with auto manufacturers, suppliers, dealers, retailers and
service providers. Professionals in this industry group help
clients develop and implement innovative solutions focused on
product development and commercialization, customer service and
retention, channel strategy and management, branding,
buyer-driven business models, cost reduction, customer
relationship management and integrated supplier partnerships. |
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Consumer Goods & Services. Our Consumer
Goods & Services industry group serves food, beverage,
household goods and personal care, tobacco and footwear/apparel
manufacturers around the world. We add value to these companies
through service offerings designed to enhance performance by
addressing critical elements of success, including sales and
marketing productivity, customer and consumer insight, working
capital productivity improvement, supply chain collaboration,
and overhead productivity improvement. |
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Health & Life Sciences. Our
Health & Life Sciences industry group works with
healthcare providers, government health departments,
policy-making authorities/regulators, managed care
organizations, health insurers and pharmaceutical,
biotechnology, medical products and other industry-related
companies to improve the quality, accessibility and
affordability of healthcare. Our key offerings include health
clinical transformation, electronic health records and hospital
back-office services in the provider/government segment;
research and development transformation, commercial
effectiveness and customer interaction, and integrated
electronic compliance (manufacturing and supply chain) in the
pharmaceuticals and medical products segment; and health
information and data management, claims excellence/cost
containment and health plan back-office services in the payor
segment. |
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Industrial Equipment. Our Industrial Equipment
industry group serves the industrial and electrical equipment,
construction, consumer durable and heavy equipment industries.
We help our clients increase operating and supply chain
efficiencies by improving processes and leveraging technology.
We also help clients generate value from strategic mergers and
acquisitions. In addition, our Industrial Equipment industry
group develops and deploys innovative solutions in the areas of
channel management, collaborative product design, remote field
maintenance, enterprise application integration and outsourcing. |
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Retail. Our Retail industry group serves a wide
spectrum of retailers and distributors, including supermarkets,
specialty premium retailers and large mass-merchandise
discounters. We provide service offerings that help clients
address new ways of reaching the retail trade and consumers
through precision marketing; maximize brand synergies and cost
reductions in mergers and acquisitions; improve supply chain
efficiencies through collaborative commerce business models; and
enhance the efficiency of internal operations. Our Retail
industry group represented approximately 31% of our Products
operating groups revenues before reimbursements in fiscal
2006. |
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Transportation & Travel Services. Our
Transportation & Travel Services industry group serves
companies in the airline, freight transportation, third-party
logistics, hospitality, gaming, car rental, passenger rail and
travel distribution industries. We help clients develop and
implement strategies and solutions to improve customer
relationship management capabilities, operate more-efficient
networks, integrate supply chains, develop procurement and
electronic business marketplace strategies, and more effectively
manage maintenance, repair and overhaul processes and expenses.
Through our Navitaire subsidiary, we offer airlines a range of
services, including reservations, direct ticket distribution,
revenue protection, decision support, passenger revenue
accounting and revenue management on an outsourced basis. |
Our Resources operating group serves the chemicals, energy,
forest products, metals and mining, utilities and related
industries. With market conditions driving energy companies to
seek new ways of creating value for shareholders, deregulation
fundamentally reforming the utilities industry and yielding
cross-border opportunities, and an intensive focus on
productivity and portfolio management in the chemicals industry,
we are working with clients to create innovative solutions that
are designed to help them differentiate themselves in the
marketplace and gain competitive advantage. Our Resources
operating group comprises the following industry groups:
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Chemicals. Our Chemicals industry group works with
a wide cross-section of industry segments, including
petrochemicals, specialty chemicals, polymers and plastics,
gases and life science companies. We also have long-term
outsourcing contracts with many industry leaders. |
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Energy. Our Energy industry group serves a wide
range of companies in the oil and gas industry, including
upstream, downstream and oil services companies. Our key areas
of focus include helping clients optimize production, manage the
hydrocarbon supply chain, streamline retail operations and
realize the full potential of third-party enterprise-wide
technology solutions. In addition, our multi-client outsourcing
centers enable clients to increase operational efficiencies and
exploit cross-industry synergies. |
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Natural Resources. Our Natural Resources industry
group serves the forest products and metals and mining
industries. We help lumber, pulp, papermaking, converting and
packaging companies as well as iron, steel, aluminum, coal,
copper and precious metals companies develop and implement new
business strategies, redesign business processes, manage complex |
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change initiatives, and
integrate processes and technologies to achieve higher levels of
performance.
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Utilities.
Our Utilities industry group works with electric, gas and water
utilities around the world to respond to an evolving and highly
competitive marketplace. The groups work includes helping
utilities transform themselves from regulated, and sometimes
state-owned, local entities to global deregulated corporations,
as well as developing diverse products and service offerings to
help our clients deliver higher levels of service to their
customers. These offerings include customer relationship
management, workforce enablement, supply chain optimization, and
trading and risk management. We also provide a range of
outsourced customer-care services to utilities and retail energy
companies in North America. Our Utilities industry group
represented approximately 42% of our Resources operating
groups revenues before reimbursements in fiscal 2006.
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Our Government operating group helps governments around the
world transform to meet the challenges of a rapidly changing
public-sector environment. We typically work with defense,
revenue, human services, health, justice, postal and education
authorities, and our clients are national, provincial or
state-level government organizations, as well as local
governments. Our work with clients in the U.S. Federal
government represented approximately 36% of our Government
operating groups revenues before reimbursements in fiscal
2006.
Our offerings help public-sector clients address their most
pressing needs, including increasing operational efficiency,
enhancing revenues, improving customer service, and ensuring the
security of citizens and businesses. We work with clients to
transform their customer-facing and back-office operations and
enable services to be delivered through appropriate
technologies. We also provide processing services in areas such
as human resources, social services, transportation, collections
and procurement.
As governments are pressed to achieve higher performance levels
with reduced resources, we are introducing innovative approaches
derived from the private sector that are becoming increasingly
popular with governments. For instance, Accenture has pioneered
Public Service Value, a patent-pending approach that assesses
the true value of the services that governments provide by
measuring outcomes and quantifying results. This approach, which
helps governments make decisions that directly improve services
to citizens, is similar to the ways in which publicly traded
companies measure shareholder value to enhance the value they
deliver to shareholders.
Our business consulting, systems integration and technology, and
outsourcing growth platforms are the skill-based
innovation engines through which we develop our
knowledge capital; build world-class skills and capabilities;
and create, acquire and manage key assets central to the
development of solutions for our clients. The professionals
within these areas work closely with our operating groups to
deliver integrated services and solutions to clients.
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Our business consulting growth platform is responsible for the
development and delivery of our functional and industry
consulting capabilities, working closely with the professionals
in our operating groups. The growth platform comprises five
service lines:
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Customer Relationship Management. The
professionals in our Customer Relationship Management
(CRM) service line help companies acquire, develop
and retain more profitable customer relationships. We offer a
full range of innovative capabilities that address every aspect
of CRM, including marketing, direct and indirect sales, customer
service, field support and customer contact operations. These
capabilities include rigorous approaches to improving the return
on marketing investment, methods for building insight into
customers purchase habits and service preferences,
tailoring offers and service treatment based upon that insight,
and unique methods of optimizing the quality, cost and revenue
impact of sales and service operations. Together with our
alliance partners, we bring these skills to our clients to help
them accelerate growth, improve marketing and sales productivity
and reduce customer-care coststhus increasing the value of
their customer relationships and enhancing the economic value of
their brands. |
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Finance & Performance Management. The
professionals in our Finance & Performance Management
service line work with our clients finance and business
unit executives to develop financial transaction processing,
risk management and business performance reporting capabilities.
Among the services we provide are strategic consulting with
regard to the design and structure of the finance function; the
establishment of shared service centers; and the configuration
of enterprise resource planning platforms for streamlining
transaction processing. Our finance capability services also
address revenue cycle management, billing, credit risk and
collection effectiveness, electronic invoicing and settlement,
tax processing, lending and debt recovery. Our performance
management services address shareholder value targeting,
scorecard and performance metrics development, performance
reporting solutions and applied business analytics to improve
profitability. Our professionals, who often utilize the
resources of Accenture Finance Solutions, one of our Business
Process Outsourcing (BPO) businesses, work with
finance executives to develop and implement solutions that help
them align their companies investments with their business
objectives and establish security relating to the exchange of
information to reporting institutions. |
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Human Performance. The professionals in our Human
Performance service line work with clients on a wide range of
workforce and organizational issues to deliver improved business
and operational results. Our integrated approach and
end-to-end capabilities
include services and solutions in organization and change
management, human resources (HR) administration, learning,
knowledge management, performance management, talent management,
HR IT systems implementation and overall transformation of
key workforces. Through our Human Performance service line, we
help companies and governments improve the efficiency and
effectiveness of their HR services while lowering associated
costs; deliver improvements in employee and workforce
performance; and transform organizations through project-,
program- and enterprise-level change management. |
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Strategy. Our Strategy professionals utilize a
combination of strategy and operations experience to help senior
executives translate insights into results at both the
enterprise and business-unit level. With deep skills and
capabilities in corporate strategy, corporate restructuring,
growth and innovation strategies, mergers and acquisitions,
merger integration, organization strategy, pricing strategy and
profitability assessment, shareholder value analysis |
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and strategic IT effectiveness,
we help clients developand executepragmatic
solutions that transform organizations and drive sustained high
performance.
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Supply Chain
Management. The
professionals in our Supply Chain Management service line work
with clients across a broad range of industries to develop and
implement supply chain operations strategies that enable
profitable growth in new and existing markets. Our professionals
combine global industry expertise and skills in supply chain
strategy, sourcing and procurement, supply chain planning,
manufacturing and design, fulfillment and service management to
help organizations achieve high performance. We work with
clients to implement innovative consulting and outsourcing
solutions that align operating models to support business
strategies; optimize global operations; support profitable
product launches; and enhance the skills and capabilities of the
supply chain workforce.
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Systems Integration and
Technology |
Accenture provides a wide variety of systems integration and
related technology services. Our key services in this area
include:
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Information Management Services. We provide
services to help organizations manage the full range of their
information needs to improve data quality, enhance
decision-making capabilities and meet compliance requirements.
This includes managing both structured data (business
intelligence) and unstructured content (content management and
portals). |
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Complex Solution Architecture. With deep skills
and expertise in both J2EE (Java-based) and .NET technology
architectures, we work with clients to address gaps in the
functionality provided by commercial packaged applications;
address technical aspects of the business process that are
unique to a client; and develop customized technical solutions
for business processes for which no packaged solutions are
available. |
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Enterprise Architecture. We provide solutions that
integrate information technology (IT) with business
capabilities to provide a seamless operating environment for
organizations. Our solutions provide a reference point for
measuring both IT investment and results in the delivery roadmap
that defines how IT systems need to change to drive future
business growth and higher performance. |
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Enterprise Solutions. We implement a variety of
application softwareincluding SAP and Oracle, among
othersto streamline business processes, systems and
information and help organizations access, manage and exploit
data to make more-informed business decisions. |
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Integration. We use a variety of technology
architectures and platformsincluding service-oriented
architectures (see below), among othersand Web services
standards to connect and streamline business processes, systems
and information to reduce costs and improve business and IT
performance. |
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Infrastructure Consulting Services. We provide
solutions to help organizations optimize their IT
infrastructures while reducing costs. From data center,
operations engineering and network infrastructure to desktop and
security solutions, our services enable clients to rationalize,
standardize, secure and transform their IT infrastructures for
improved performance of mission-critical business processes,
applications and end users. |
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IT Strategy & Transformation. We help
CEOs and CIOs with critical IT challenges, such as advising on
IT investments based on bottom-line return, and help them
understand how |
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technologies can enable their
business solutions and turn technology innovation into business
results for competitive advantage.
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Microsoft
Solutions.
Together with our alliance partner Microsoft and our Avanade
subsidiary, we develop and deliver cost-efficient, innovative
business solutions based on Microsoft Windows Server 2003 and
other .NET technologies, leveraging our deep industry expertise
and practical applications of leading-edge technologies.
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Mobile
Solutions. We
help clients develop solutions that give their workforces access
to key enterprise applicationsincluding supply chain
management, telematics, field force enablement, customer
relationship management and customer database
applicationsthrough mobile devices and/or the Internet.
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Service-Oriented
Architecture. We
help CIOs and business leaders unleash the potential of
service-oriented architecture to enable improvement in IT
efficiency and a more effective alignment between business
processes and applications. Accenture guides organizations
through a four-phased approach for designing and building
flexible IT solutions that enable business process components to
be assembled and used more efficiently to deliver distinctive
business services and capabilities for higher performance.
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Research &
Development. We
use new and emerging technologies to develop business solutions
that we believe will be the drivers of our clients growth
and enable them to be first to market with unique capabilities.
Key areas of focus include information insight and sensor
technologies.
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Accenture provides a wide range of outsourcing services,
including business process outsourcing, application outsourcing
and infrastructure outsourcing.
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Business Process Outsourcing. We work with clients
to develop and deliver business process innovations that
transform their businesses and deliver higher performance levels
at lower costs. Through our BPO services, we manage specific
business processes or functions for clients, providing solutions
that are more efficient and cost-effective than if the functions
were provided in-house. In addition to providing individual BPO
services, we can bundle two or more business functions to
provide clients with even greater efficiencies, control and cost
savings. |
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We offer clients across all industries a variety of
function-specific BPO services, including finance and
accounting, human resources, learning, procurement and customer
contact. Through several acquisitions in fiscal 2006, we
enhanced our finance and accounting outsourcing capabilities in
the areas of profit recovery and analytics and also expanded the
range of back-office BPO capabilities to include those designed
specifically for the middle market. We also offer specialized
services tailored to clients in specific industries. For
instance, we offer life insurers policy administration and
management services, including high-volume transaction
processing capabilities. We provide utilities companies with
facilities and field services, as well as specialized customer
care, finance and accounting, human resources, supply chain and
information technology services. In addition, through our
Navitaire subsidiary, we offer airlines a range of services,
including reservations, direct ticket distribution, revenue
protection, decision support, passenger revenue accounting and
revenue management. |
9
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Application Outsourcing. Accenture takes a
holistic approach to application outsourcing that goes beyond
traditional cost-cutting measures, helping clients improve the
total performance of application development and maintenance. We
provide a wide array of application outsourcing services under
flexible arrangements, managing custom or packaged software
applicationsincluding enterprise-wide applications such as
SAP, PeopleSoft, Oracle and Siebelover their complete
development and maintenance life-cycles. The scope of services
ranges from standardized, discrete application outsourcing
services, including application testing, application management
of enterprise-wide software programs (SAP, Oracle, PeopleSoft,
etc.) and application outsourcing capacity services, to
large-scale application enhancement and development for
individual or multiple applications, as well as application
portfolio rationalization and consolidation. We can also take
end-to-end
responsibility for all of a clients information technology
(IT) function, including infrastructure and
operations, leveraging our shared services delivery groups and
our application and infrastructure transformation consulting
expertise to deliver significant gains in client productivity. |
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By transferring to Accenture the responsibility for managing one
or more of their applications, clients can leverage our assets,
scale and global resources as well as our secure, global
infrastructure delivery capabilities. This allows clients to
maintain and control the overall performance of their IT
capabilities while reducing the complexity and costs associated
with managing third parties and increasing the flexibility,
scalability, predictability and security of their IT
infrastructures. |
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Infrastructure Outsourcing. We deliver an
integrated set of managed infrastructure services encompassing
all infrastructure functions from network access and
desktop management to remote technology support. Services can be
delivered as discrete, standalone solutions or bundled with
Accenture application outsourcing and BPO services. Our
infrastructure outsourcing services include: |
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IT spend management Asset management, as well as
managed procurement and technology spend, to reduce overall IT
non-salary spending; |
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Data center services Hosting to support development
and production environments, storage services, database
management and messaging services; |
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Service desk Single point of contact for support
and online portal services to resolve front-line issues; |
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Security services Identity management, intrusion
and firewall protection, end-user device and messaging security,
and policy and awareness; |
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Communications services Data and voice network
management, optimization and converged services; and |
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Workplace services Lifecycle management for
desktops, field services and mobile devices, and file and print
services. |
Global Delivery Model
A key Accenture differentiator is our strategic global delivery
model, which allows us to draw on the benefits of resources from
around the worldincluding specialized business process and
technology skills, foreign-language fluency, proximity to
clients and time-zone advantagesto deliver high-quality
solutions under demanding time-frames. Emphasizing quality,
reduced risk, speed to
10
market and predictability, our global delivery model enables us
to provide clients with price-competitive services and solutions
that drive higher levels of performance.
A critical component of this capability is our Global Delivery
Network, which comprises local Accenture professionals working
at client sites around the world as well as more than 40
delivery centersfacilities where teams of Accenture
technology and business-process professionals use proven assets
to create business and technology solutions for clients. Our
delivery centers improve the efficiency of our engagement teams
through the reuse of processes, solution designs, infrastructure
and software and by leveraging the experience of delivery center
professionals.
Professionals in our Global Delivery Network apply a systematic
approach to delivering systems integration, application
outsourcing and business processing outsourcing solutions and
services delivery to create and capture proven, repeatable
processes, methodologies, tools and architectures. This ability
to build seamless global teams leveraging the right
professionals with the right skills for each task enables
Accenture to provide a complete
end-to-end capability,
with consistent Accenture processes around the globe. Client
teams leverage our Global Delivery Network to deliver
comprehensive, large-scale and customized solutions in less time
than would be required for our clients to develop them
independently.
We continue to expand and enhance our Global Delivery Network,
which we believe is a competitive differentiator for us. In
fiscal 2006 we further expanded our Global Delivery Network by,
among other things, increasing our activities in the application
outsourcing and business process outsourcing areas and
recruiting actively in key locations of our network, including
in Eastern Europe, India, China and the Philippines. As of
August 31, 2006, we had more than 48,000 people in our
network globally, a net increase of approximately 12,000 people
since the end of fiscal 2005.
Alliances
We have sales and delivery alliances with companies whose
capabilities complement our own, either by enhancing a service
offering, delivering a new technology or helping us extend our
services to new geographies. By combining our alliance
partners products and services with our own capabilities
and expertise, we create innovative, high-value business
solutions for our clients. Some alliances are specifically
aligned with one of our service lines, thereby adding skills,
technology and insights that are applicable across many of the
industries we serve. Other alliances extend and enhance our
offerings specific to a single industry group.
Almost all of our alliances are non-exclusive. Although
individual alliance agreements do not involve direct payments to
us that are material to our business, we generate significant
revenues from services to implement our alliance partners
products.
Research and Innovation
We are committed to developing leading-edge ideas, as we believe
that both research and innovation have been major factors in our
success and will help us continue to grow in the future. We use
our investment in research and developmenton which we
spent $298 million, $243 million and $272 million in
fiscal years 2006, 2005 and 2004, respectively to help
create, commercialize and disseminate innovative business
strategies and technology.
Our research and innovation program is designed to generate
early insights into how knowledge can be harnessed to create
innovative business solutions for our clients and to develop
business strategies with significant value. A key component of
this is our research and development organization, Accenture
Technology Labs, which identifies and develops new technologies
that we
11
believe will be the drivers of our clients growth and
enable them to be first to market with unique capabilities. We
also promote the creation of knowledge capital and thought
leadership through the Accenture Institute for High Performance
Business. In addition, we spend a significant portion of our
research and development resources directly through our
operating groups and our consulting, technology and outsourcing
capabilities to develop market-ready solutions for our clients.
Employees
Our most important asset is our people, and we are deeply
committed to the development of our employees. Our professionals
receive significant and focused technical and managerial skills
development training appropriate for their roles and levels
within our company. We seek to reinforce our employees
commitments to our clients, culture and values through a
comprehensive performance review system and a competitive career
philosophy that rewards individual performance and teamwork. We
strive to maintain a work environment that reinforces our
owner-operator culture and the collaboration, motivation,
alignment of interests and sense of ownership and reward that
this culture has fostered.
As of August 31, 2006, we had approximately 140,000
employees worldwide.
Competition
We operate in a highly competitive and rapidly changing global
marketplace and compete with a variety of organizations that
offer services competitive with those we offer. We compete with
a variety of companies with respect to our offerings, including:
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Large multinational providers, including the service arms of
large global technology providers, that offer some or all of the
consulting, systems integration and technology, and outsourcing
services that we do; |
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Off-shore service providers in lower-cost locations,
particularly Indian providers, which offer a subset of the
services we offer; |
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Niche solution or service providers which complete with us in a
specific geographic market, industry segment or service area,
including companies that provide new or alternative products,
services or delivery models; and |
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Accounting firms that are expanding or re-emphasizing their
provision of consulting services. |
In addition, a client may choose to use its own resources rather
than engage an outside firm for the types of services we provide.
Our revenues are derived primarily from Fortune
Global 500 and Fortune 1000 companies,
medium-sized companies, governments, government agencies and
other large enterprises. We believe that the principal
competitive factors in the industries in which we compete
include:
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skills and capabilities of people; |
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innovative service and product offerings; |
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perceived ability to add value; |
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reputation and client references; |
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price; |
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scope of services; |
12
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service delivery approach; |
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technical and industry expertise; |
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quality of services and solutions; |
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ability to deliver results on a timely basis; |
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availability of appropriate resources; and |
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global reach and scale. |
Our clients typically retain us on a non-exclusive basis.
Intellectual Property
Our success has resulted in part from our proprietary
methodologies, software, reusable knowledge capital, assets and
other intellectual property rights. We rely upon a combination
of nondisclosure and other contractual arrangements as well as
upon trade secret, copyright, patent and trademark laws to
protect our intellectual property rights and the rights of third
parties from whom we license intellectual property. We have
promulgated policies related to confidentiality and ownership
and to the use and protection of our intellectual property and
that owned by third parties, and we also enter into agreements
with our employees as appropriate.
We recognize the increasing value of intellectual property in
the marketplace and vigorously create, harvest and protect our
intellectual property. At August 31, 2006, we had 1,368
patent applications pending in the United States and other
jurisdictions and had been issued 230 U.S. patents and 125
non-U.S. patents
in, among others, the following areas: goal-based educational
simulation; virtual call centers; hybrid telecommunications
networks; development architecture frameworks; emotion-based
voice processing; mobile communications networks; location-based
information filtering; and computerized multimedia asset
systems. We intend to continue to vigorously identify, create,
harvest and protect our intellectual property and to leverage
our protected, differentiated assets and methodologies to
provide superior value to our clients.
Organizational Structure
Accenture Ltd is a Bermuda holding company with no material
assets other than Class II and Class III common shares
in its subsidiary, Accenture SCA, a Luxembourg partnership
limited by shares (Accenture SCA). Accenture
Ltds only business is to hold these shares and to act as
the sole general partner of Accenture SCA. Accenture Ltd owns a
majority voting interest in Accenture SCA. As the general
partner of Accenture SCA and as a result of Accenture Ltds
majority voting interest in Accenture SCA, Accenture Ltd
controls Accenture SCAs management and operations and
consolidates Accenture SCAs results in its financial
statements. Accenture operates its business through subsidiaries
of Accenture SCA. Accenture SCA generally reimburses Accenture
Ltd for its expenses but does not pay Accenture Ltd any fees.
Prior to our transition to a corporate structure in fiscal 2001,
we operated as a series of related partnerships and corporations
under the control of our partners. In connection with our
transition to a corporate structure, our partners generally
exchanged all of their interests in these partnerships and
corporations for Accenture Ltd Class A common shares or, in
the case of partners in certain countries, Accenture SCA
Class I common shares or exchangeable shares issued by
Accenture Canada Holdings Inc., an indirect subsidiary of
Accenture SCA. Generally, partners who received Accenture SCA
Class I common shares or Accenture Canada Holdings Inc.
exchangeable shares also
13
received a corresponding number of Accenture Ltd Class X
common shares, which entitle their holders to vote at Accenture
Ltd shareholder meetings but do not carry any economic rights.
In fiscal 2005, Accenture developed and announced a new, broader
career model for its highest-level executives that recognizes
the diversity of roles and responsibilities demonstrated by
these employees. This new career framework replaces internal use
of the partner title with the more comprehensive
senior executive title and applies the senior
executive title to more than 4,300 of our highest-level
employees, including those employees previously referred to as
partners. However, for proper context, we continue to use the
term partner in this report to refer to these
persons in certain situations related to our reorganization and
the period prior to our incorporation.
Accenture Ltd Class A Common Shares and Class X
Common Shares
Each Class A common share and each Class X common
share of Accenture Ltd entitles its holder to one vote on all
matters submitted to a vote of shareholders of Accenture Ltd. A
holder of a Class X common share is not, however, entitled
to receive dividends or to receive payments upon a liquidation
of Accenture Ltd.
Accenture Ltd may redeem, at its option, any Class X common
share for a redemption price equal to the par value of the
Class X common share, or $0.0000225 per share.
Accenture Ltd has separately agreed not to redeem any
Class X common share of a holder if the redemption would
reduce the number of Class X common shares held by that
holder to a number that is less than the number of Accenture SCA
Class I common shares or Accenture Canada Holdings Inc.
exchangeable shares held by that holder, as the case may be.
Accenture Ltd will redeem Class X common shares upon the
redemption or exchange of Accenture SCA Class I common
shares and Accenture Canada Holdings Inc. exchangeable shares so
that the aggregate number of Class X common shares
outstanding at any time does not exceed the aggregate number of
Accenture SCA Class I common shares and Accenture Canada
Holdings Inc. exchangeable shares outstanding. Class X
common shares are not transferable without the consent of
Accenture Ltd.
Accenture SCA Class I Common Shares
After June 28, 2005, only our current and former senior
executives and their permitted transferees continue to hold
Accenture SCA Class I common shares. Each Class I
common share entitles its holder to one vote on all matters
submitted to the shareholders of Accenture SCA and entitles its
holder to dividends and liquidation payments.
Subject to the transfer restrictions in Accenture SCAs
Articles of Association described below, Accenture SCA is
obligated, at the option of the holder, to redeem any
outstanding Accenture SCA Class I common share at any time
at a redemption price per share generally equal to its current
market value as determined in accordance with Accenture
SCAs Articles of Association. Under Accenture SCAs
Articles of Association, the market value of a Class I
common share that is not subject to transfer restrictions will
be deemed to be equal to (i) the average of the high and
low sales prices of an Accenture Ltd Class A common share
as reported on the New York Stock Exchange (or on such other
designated market on which the Class A common shares
trade), net of customary brokerage and similar transaction
costs, or (ii) if Accenture Ltd sells its Class A
common shares on the date that the redemption price is
determined (other than in a transaction with any employee or an
affiliate or pursuant to a preexisting obligation), the weighted
average sales price of an Accenture Ltd Class A common
share on the New York Stock Exchange (or on such other market on
which the Class A common shares primarily trade), net of
customary brokerage and similar transaction costs. See
Restrictions on the Transfer of Certain Accenture
SharesArticles of Association of
14
Accenture SCACovered Person Transfer Restrictions
below for additional information on these transfer restrictions.
Accenture SCA may, at its option, pay this redemption price with
cash or by delivering Accenture Ltd Class A common shares
on a one-for-one basis. This one-for-one redemption price and
exchange ratio will be adjusted if Accenture Ltd holds more than
a de minimis amount of assets (other than its interest in
Accenture SCA and assets it holds only transiently prior to
contributing them to Accenture SCA) or incurs more than a de
minimis amount of liabilities (other than liabilities for
which Accenture SCA has a corresponding liability to Accenture
Ltd). We have been advised by our legal advisors in Luxembourg
that there is no relevant legal precedent in Luxembourg
quantifying or defining the term de minimis.
In the event that a question arises in this regard, we
expect that management will interpret de minimis
in light of the facts and circumstances existing at the time
in question. At this time, Accenture Ltd does not intend to hold
any material assets other than its interest in Accenture SCA or
to incur any material liabilities such that this one-for-one
redemption price and exchange ratio would require adjustment and
will disclose any change in its intentions that could affect
this ratio. In order to maintain Accenture Ltds economic
interest in Accenture SCA, Accenture Ltd generally will acquire
additional Accenture SCA common shares each time additional
Accenture Ltd Class A common shares are issued.
Accenture SCA Class II and Class III Common
Shares
On June 28, 2005, Accenture SCAs shareholders
approved certain amendments to the rights of Accenture SCA
Class II common shares held by Accenture Ltd, as well as
the creation of a new class of common shares known as
Class III common shares into which all
Class I common shares held by Accenture Ltd and its
affiliates were reclassified. Accenture SCA Class II common
shares and Class III common shares may not be held by any
person other than the general partner of Accenture SCA and its
subsidiaries. All Class I common shares that are sold or
otherwise transferred to Accenture Ltd or its subsidiaries will
be automatically reclassified into Class III common shares.
The amendments to the Class II common shares, the creation
of Class III common shares (and all lettered sub-series of
that class) and the reclassification of all Class I common
shares held or to be held by Accenture Ltd and its subsidiaries
have no effect on the computation of Accenture Ltds
earnings per share.
Accenture SCA Class II common shares and Class III
common shares (or any lettered sub-series of that class) are not
entitled to any cash dividends. If the Board of Directors of
Accenture Ltd authorizes the payment of a cash dividend on
Accenture Ltds Class A common shares,
Accenture Ltd, as general partner of the Company, will
cause Accenture SCA to redeem Class II common shares and
Class III common shares that Accenture Ltd holds to obtain
cash needed to pay dividends on its Class A common shares.
At any time that Accenture SCA pays a cash dividend on its
Class I common shares, new Class II common shares and
Class III common shares will be issued to the existing
holders of Class II common shares and Class III common
shares, in each case having an aggregate value of the amount of
any cash dividends that the holders of those Class II or
Class III common shares would have received had they
ratably participated in the cash dividend paid on the
Class I common shares.
Each Class II common share entitles its holder to receive a
liquidation payment equal to 10% of any liquidation payment to
which a Class I common share entitles its holder. Each
Accenture SCA Class III common share entitles its holder to
receive a liquidation payment equal to 100% of any liquidation
payment to which an Accenture SCA Class I common share
entitles its holder.
15
Accenture Canada Holdings Inc. Exchangeable Shares
Subject to the transfer restrictions contained in Accenture
Ltds bye-laws described below, holders of Accenture Canada
Holdings Inc. exchangeable shares may exchange their shares for
Accenture Ltd Class A common shares at any time on a
one-for-one basis. Accenture may, at its option, satisfy this
exchange with cash at a price per share generally equal to the
market price of an Accenture Ltd Class A common share at
the time of the exchange. Each exchangeable share of Accenture
Canada Holdings Inc. entitles its holder to receive
distributions equal to any distributions to which an Accenture
Ltd Class A common share entitles its holder.
Restrictions on the Transfer of Certain Accenture
Shares
Covered Person Transfer Restrictions. Accenture
Ltds bye-laws contain transfer restrictions that apply to
certain Accenture current and former senior executives who hold
Accenture Ltd Class A common shares. We refer to these
persons as covered persons. The Accenture Ltd shares
covered by the transfer restrictions generally include any
Accenture Ltd Class A common shares beneficially owned by a
senior executive at the time in question and also as of or prior
to the initial public offering of the Accenture Ltd Class A
common shares in July 2001. We refer to the shares covered by
these transfer restrictions as covered shares.
Covered shares are no longer subject to these transfer
restrictions upon their valid transfer by a covered person.
Accenture Ltds bye-laws provide that each covered person
is required, among other things, to:
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except as described below, maintain beneficial ownership of his
or her covered shares received on or prior to July 24, 2001
for a period of eight years thereafter; |
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maintain beneficial ownership of at least 25% of his or her
covered shares received on or prior to July 24, 2001 as
long as he or she is an employee of Accenture; and |
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comply with certain additional transfer restrictions imposed by
or with the consent of Accenture from time to time, including in
connection with offerings of securities by Accenture Ltd. |
Notwithstanding the transfer restrictions described in the
immediately preceding paragraph:
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Covered persons who continue to be employees of Accenture are
permitted to transfer a percentage of the covered shares
received by them on or prior to July 24, 2001 and owned by
them as follows: |
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Cumulative percentage of shares |
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permitted to be transferred |
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Years after July 24, 2001 |
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10%
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1 year |
25%
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2 years |
35%
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3 years |
45%
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4 years |
55%
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5 years |
65%
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6 years |
75%
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7 years |
100%
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The later of (a) 8 years or (b) end of employment
by Accenture |
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Covered persons retiring from Accenture at the age of 50 or
above are permitted to transfer covered shares they own on an
accelerated basis as follows: |
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Percentage of remaining |
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transfer restricted shares |
Age at retirement |
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permitted to be transferred |
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56 or older
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100% |
55
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87.5% |
54
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75% |
53
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62.5% |
52
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50% |
51
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37.5% |
50
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25% |
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In addition, a retired senior executive who reaches the age of
56 is permitted to transfer any covered shares he or she owns.
Any remaining shares owned by retiring senior executives for
which transfer restrictions are not released on an accelerated
basis will be eligible to be transferred as if the retiring
senior executive continued to be employed by Accenture. |
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Covered persons who became disabled before our transition to a
corporate structure are permitted to transfer all of their
covered shares. Current and former senior executives who have
become disabled since our transition to a corporate structure
are subject to the general transfer restrictions applicable to
employees or, if disabled after the age of 50, benefit from the
accelerated lapses of transfer restrictions applicable to
retired senior executives. |
All transfer restrictions applicable to a covered person under
Accenture Ltds bye-laws terminate upon death.
If Accenture approves in writing a covered persons pledge
of his covered shares to a lender, foreclosures by the lender on
those shares, and any subsequent sales of those shares by the
lender, are not restricted, provided that the lender must give
Accenture a right of first refusal to buy any shares at the
market price before they are sold by the lender.
Notwithstanding the transfer restrictions described in this
summary, Accenture Ltd Class X common shares may not be
transferred at any time, except upon the death of a holder of
Class X common shares or with the consent of Accenture Ltd.
Accenture Canada Holdings Inc. exchangeable shares held by
covered persons are also subject to the transfer restrictions in
Accenture Ltds bye-laws.
Term and Amendment. The transfer restrictions in
Accenture Ltds bye-laws will not terminate unless they
have been previously waived or terminated under the terms of the
bye-laws. Amendment of the transfer restrictions in Accenture
Ltds bye-laws requires the approval of the Board of
Directors of Accenture Ltd and a majority vote of Accenture
Ltds shareholders.
Waivers and Adjustments. The transfer restrictions and
the other provisions of Accenture Ltds bye-laws may be
waived at any time by the Board of Directors of Accenture Ltd or
its designees to permit covered persons to:
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participate as sellers in underwritten public offerings of
common shares and tender and exchange offers and share purchase
programs by Accenture; |
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transfer covered shares in family or charitable transfers; |
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transfer covered shares held in employee benefit plans; and |
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transfer covered shares in particular situations (for example,
to immediate family members and trusts). |
Subject to the foregoing, from time to time, pursuant to the
provisions of Accenture Ltds bye-laws, the Board of
Directors of Accenture Ltd or its designees may also approve
limited relief from the existing share transfer restrictions for
specified senior executives or groups of senior executives in
connection with particular retirement, employment and severance
arrangements that are determined to be in the best interests of
the Company.
Administration and Resolution of Disputes. The terms and
provisions of Accenture Ltds bye-laws are administered by
the Board of Directors of Accenture Ltd. The Board of Directors
of Accenture Ltd or its designees have the sole power to enforce
the provisions of the bye-laws.
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Articles of Association of Accenture SCA |
General. Except in the case of a redemption of
Class I common shares or a transfer of Class I common
shares to Accenture Ltd or one of its subsidiaries, Accenture
SCAs Articles of Association provide that Accenture SCA
Class I common shares may be transferred only with the
consent of Accenture Ltd, as the general partner of Accenture
SCA.
Covered Person Transfer Restrictions. In addition,
Accenture SCAs Articles of Association also contain
transfer restrictions that apply to certain Accenture current
and former senior executives who hold Accenture SCA Class I
common shares and are parties to the Accenture SCA transfer
rights agreement, including redemptions by Accenture SCA and
purchases by subsidiaries of Accenture Ltd. We refer to these
persons as covered persons. The shares covered by
these transfer restrictions generally include all Class I
common shares owned by a covered person. We refer to the shares
covered by these transfer restrictions as covered
shares. Covered shares are no longer subject to these
transfer restrictions upon their valid transfer by a covered
person. Accenture SCAs Articles of Association provide
that each covered person is required, among other things, to:
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except as described below, maintain beneficial ownership of his
or her covered shares received on or prior to July 24, 2001
for a period of eight years thereafter; |
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maintain beneficial ownership of at least 25% of his or her
covered shares received on or prior to July 24, 2001 as
long as he or she is an employee of Accenture; and |
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comply with certain other transfer restrictions when requested
to do so by Accenture. See Other Restrictions. |
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Notwithstanding the transfer restrictions described in the
immediately preceding paragraph:
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Covered persons who continue to be employees of Accenture are
permitted to transfer a percentage of the covered shares
received by them on or prior to July 24, 2001 and owned by
them commencing on July 24, 2002 as follows: |
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Cumulative percentage of shares |
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permitted to be transferred |
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Years after July 24, 2001 |
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35%
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3 years |
45%
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4 years |
55%
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5 years |
65%
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6 years |
75%
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7 years |
100%
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The later of (a) 8 years or (b) end of employment
by Accenture |
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Covered persons retiring at the age of 50 or above or who become
disabled are granted accelerations of these provisions on terms
identical to those applicable to Accenture Ltd Class A
common shares held by covered persons and described under
Accenture Ltd
Bye-lawsCovered
Person Transfer Restrictions above. |
All transfer restrictions applicable to a covered person under
Accenture SCAs Articles of Association terminate upon
death.
Term and Amendment. The transfer restrictions contained
in Accenture SCAs Articles of Association will not
terminate unless they have been previously waived or terminated
under the terms of the Articles of Association. Amendment of the
transfer restrictions in Accenture SCAs Articles of
Association requires the consent of Accenture SCAs general
partner and the approval at a general meeting of shareholders.
Other Restrictions. In addition to the foregoing, all
holders of Class I common shares are precluded from having
their shares redeemed by Accenture SCA or transferred to
Accenture SCA, Accenture Ltd or a subsidiary of Accenture Ltd at
any time or during any period when Accenture SCA determines,
based on the advice of counsel, that there is material
non-public information that may affect the average price per
share of Accenture Ltd Class A common shares, if the
redemption would be prohibited by applicable law, during an
underwritten offering due to an underwriters
lock-up or during the
period from the announcement of a tender offer by Accenture SCA
or its affiliates for Accenture SCA Class I common shares
until the expiration of ten business days after the termination
of the tender offer (other than to tender the holders
Accenture SCA Class I common shares in the tender offer).
Administration and Resolution of Disputes. The terms and
provisions of Accenture SCAs Articles of Association are
administered by the supervisory board of Accenture SCA, which
consists of at least three members, each elected by a simple
majority vote of each general meeting of shareholders of
Accenture SCA.
Expiration of the Share Management Plan
In April 2002 we introduced our Share Management Plan for
current and former senior executives. Coupled with the transfer
restrictions imposed in connection with our transition to a
corporate structure, our Share Management Plan transactions and
programs have been effective in increasing our public float and
broadening the ownership of Accenture Ltd Class A common
shares, while providing for the orderly entry of our shares held
by our current and former senior executives
19
and their permitted transferees into the market. On
July 24, 2005, certain restrictions contained in Accenture
Ltds bye-laws and Accenture SCAs Articles of
Association that provided the basis for our Share Management
Plan expired. For more historical information about the Share
Management Plan, see the Certain Transactions and
Relationships section in our Annual Report on
Form 10-K for the
fiscal year ended August 31, 2004 filed with the SEC on
November 5, 2004.
Accenture Senior Executive Trading Policy
In July 2005, we implemented a Senior Executive Trading Policy
applicable to our senior executives which provides, among other
things, that all covered shares still held by actively employed
senior executives but which are no longer restricted by transfer
restrictions will be subject to company-imposed quarterly
trading guidelines. These currently limit the total number of
shares redeemed, sold or otherwise transferred in any calendar
quarter to no more than a composite average weekly volume of
trading in Accenture Ltd Class A common shares. The Senior
Executive Trading Policy also prohibits senior executives from
trading in any Accenture equity during any company-designated
black-out period. We expect to rigorously enforce this policy.
However, sanctions under this policy may be prospective in
nature and there can be no guarantee that we can prohibit all
individual transfers that may be attempted in breach of this
policy. The Senior Executive Trading Policy was implemented, in
part, due to the expiration of the Share Management Plan. Since
July 24, 2005, holders of covered shares have been able to
individually execute sales, redemptions or dispositions of those
shares that are no longer subject to these charter provisions
and, in the case of our senior executives, in compliance with
the quarterly trading guidelines contained in the Senior
Executive Trading Policy.
In addition to the other information set forth in this report,
you should carefully consider the following factors which could
materially affect our business, financial condition or future
results. The risks described below are not the only risks facing
us. Additional risks and uncertainties not currently known to us
or that we currently deem to be immaterial also may materially
adversely affect our business, financial condition and/or
operating results.
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Risks That Relate to Our
Business |
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Our results of operations
could be negatively affected if we cannot expand and develop our
services and solutions in response to changes in technology and
client demand. |
Our success depends on our ability to develop and implement
consulting, systems integration and technology, and outsourcing
services and solutions that anticipate and respond to rapid and
continuing changes in technology, industry developments and
client needs. We may not be successful in anticipating or
responding to these developments on a timely basis, and our
offerings may not be successful in the marketplace. Also,
services, solutions and technologies offered by current or
future competitors may make our service or solution offerings
uncompetitive or obsolete. Any one of these circumstances could
have a material adverse effect on our ability to obtain and
successfully deliver client work.
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The consulting, systems
integration and technology, and outsourcing markets are highly
competitive, and we might not be able to compete
effectively. |
The consulting, systems integration and technology, and
outsourcing markets are highly competitive. We compete with a
variety of companies with respect to our offerings, including:
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Large multinational providers, including the service arms of
large global technology providers, that offer some or all of the
consulting, systems integration and technology, and outsourcing
services that we do; |
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Off-shore service providers in lower-cost locations,
particularly Indian providers, which offer a subset of the
services we offer; |
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Niche solution or service providers which compete with us in a
specific geographic market, industry segment or service area,
including companies that provide new or alternative products,
services or delivery models; and |
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Accounting firms that are expanding or re-emphasizing their
provision of consulting services. |
In addition, a client may choose to use its own resources rather
than engage an outside firm for the types of services we provide.
Some of our competitors may have larger customer bases and/or
greater financial, marketing or other resources than we do.
Larger and better-capitalized competitors may have enhanced
abilities to compete for clients and skilled professionals.
Additionally, some of our competitors, particularly those
located in regions with lower costs of doing business, may be
able to provide services and solutions at lower cost than we
can, particularly in the more commoditized aspects of the
outsourcing and systems integration markets. There is a risk
that increased competition, particularly in the outsourcing
market, could put downward pressure on the prices we can charge
for our services and on our operating margins. Similarly, if our
competitors develop and implement methodologies that yield
greater efficiency and productivity, they may be able to offer
services similar to ours at lower prices without adversely
affecting their profit margins. If we are unable to provide our
clients with superior services and solutions at competitive
prices, our results of operations may suffer.
In addition, we may face greater competition from companies that
have increased in size or scope as the result of strategic
mergers. In particular, we continue to see consolidation
activity among hardware manufacturers, software developers and
vendors, and service providers. This vertical integration may
result in greater convergence among previously separate
technology functions or reduced access to products, and may
adversely affect our competitive position.
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Our results of operations
could be affected by economic and political conditions and the
effects of these conditions on our clients businesses and
levels of business activity. |
Global economic and political conditions affect our
clients businesses and the markets they serve. A
significant or prolonged economic downturn or a negative or
uncertain political climate could adversely affect our
clients financial condition and the levels of business
activity of our clients and the industries we serve. This may
reduce our clients demand for our services or depress
pricing of those services and have a material adverse effect on
our results of operations. Changes in global economic conditions
could also shift demand to services for which we do not have
competitive advantages, and this could negatively affect the
amount of business that we are able to obtain.
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Our work with government
clients exposes us to additional risks inherent in the
government contracting process. |
Our clients include national, provincial, state and local
governmental entities. Our government work carries various risks
inherent in the government contracting process. These risks
include, but are not limited to, the following:
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Government entities typically fund projects through appropriated
monies. While these projects are often planned and executed as
multi-year projects, the government entities usually reserve the
right to change the scope of or terminate these projects for
lack of approved funding and at their convenience. Changes in
government or political developments could result in charges in
scope or in termination of our projects. |
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Government entities often reserve the right to audit our
contract costs, including allocated indirect costs, and conduct
inquiries and investigations of our business practices with
respect to our government contracts. If the client finds that
the costs are not reimbursable, then we will not be allowed to
bill for them, or the cost must be refunded to the client if it
has already been paid to us. Findings from an audit also may
result in our being required to prospectively adjust previously
agreed rates for our work and may affect our future margins. |
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If a government client discovers improper or illegal activities
in the course of audits or investigations, we may become subject
to various civil and criminal penalties and administrative
sanctions, which may include termination of contracts,
forfeiture of profits, suspension of payments, fines and
suspensions or debarment from doing business with other agencies
of that government. The inherent limitations of internal
controls may not prevent or detect all improper or illegal
activities, regardless of their adequacy. |
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Government contracts, and the proceedings surrounding them, are
often subject to more extensive scrutiny and publicity than
contracts with commercial clients. Negative publicity related to
our government contracts, regardless of its accuracy, may
further damage our business by affecting our ability to compete
for new contracts. |
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Political and economic factors such as pending elections,
revisions to governmental tax policies and reduced tax revenues
can affect the number and terms of new government contracts
signed. |
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Terms and conditions of government contracts tend to be more
onerous and are often more difficult to negotiate than those for
commercial contracts. |
The occurrences or conditions described above could affect not
only our business with the particular government agency
involved, but also our business with other agencies of the same
or other governmental entities. Additionally, because of their
visibility and political nature, government projects may present
a heightened risk to our reputation. Either of these could have
a material adverse effect on our business or our results of
operations.
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Our business could be
adversely affected if our clients are not satisfied with our
services. |
Our business model depends in large part on our ability to
attract new work from our base of existing clients, at times on
a sole source basis. If a client is not satisfied with our
services or solutions, including those of subcontractors we
employ, the profitability of that work might be impaired and the
clients dissatisfaction with our services could damage our
ability to obtain additional work from that client. In
particular, clients that are not satisfied might seek to
terminate
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existing contracts prior to their scheduled expiration date and
could direct future business to our competitors. In addition,
negative publicity related to our client relationships,
regardless of its accuracy, may further damage our business by
affecting our ability to compete for new contracts with current
and prospective clients.
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Our business could be
negatively affected if we incur legal liability in connection
with providing our solutions and services. |
If we fail to meet our contractual obligations, fail to disclose
our financial or other arrangements with our alliance partners
or otherwise breach obligations to clients, or if our
subcontractors dispute the terms of our agreements with them, we
could be subject to legal liability. We may enter into
non-standard agreements because we perceive an important
economic opportunity or because our personnel did not adequately
adhere to our guidelines. We may find ourselves committed to
providing services that we are unable to deliver or whose
delivery will cause us financial loss. If we cannot or do not
perform our obligations we could face legal liability and our
contracts might not always protect us adequately through
limitations on the scope of our potential liability. If we
cannot meet our contractual obligations to provide solutions and
services, and if our exposure is not adequately limited through
the terms of our agreements, then we might face significant
legal liability and our business could be adversely affected.
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Our results of operations
could be adversely affected if our clients terminate their
contracts with us on short notice. |
Our clients typically retain us on a non-exclusive,
project-by-project basis. Although we do not centrally track the
termination provisions of our contracts, we estimate that the
majority of our contracts can be terminated by our clients with
short notice. A majority of our consulting contracts are less
than 12 months in duration, and these shorter-duration
contracts typically permit a client to terminate the agreement
with as little as 30 days notice and without significant
penalty. Longer-term, larger and more complex contracts, such as
the majority of our outsourcing contracts, generally require a
longer notice period for termination and often include an early
termination charge to be paid to us, but this charge might not
be sufficient to cover our costs or make up for anticipated
profits lost upon termination of the contract. Additionally,
large client projects often involve multiple contracts or
stages, and a client could choose not to retain us for
additional stages of a project, try to renegotiate the terms of
its contract or cancel or delay additional planned work.
Terminations, cancellations or delays could result from factors
that are beyond our control and unrelated to our work product or
the progress of the project, including the business or financial
conditions of the client, changes in client strategies or the
economy generally. When contracts are terminated, we lose the
anticipated revenues and might not be able to eliminate
associated costs in a timely manner. Consequently, our profit
margins in subsequent periods could be lower than expected.
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Outsourcing services are a
significant part of our business and subject us to operational
and financial risk. |
We earned approximately 40% of our revenues before
reimbursements in fiscal 2006 from our outsourcing services.
This portion of our business presents potential operational and
financial risks that are different from those of our consulting,
technology and systems integration services. In many cases, we
take over the operation of certain portions of our clients
businesses, and client personnel and contracts are sometimes
transferred to us. In some cases, this could mean that we assume
responsibility for portions of our clients personnel,
staffing, overhead and similar needs but might not have full
ability to control the work and efforts of client personnel or
their subcontractors. In addition,
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we could incur liability for failure to comply with laws or
regulations related to the portions of our clients
businesses that are transferred to us.
This type of work also presents financial risks to us.
Outsourcing contracts typically have longer terms than
consulting contracts and generally have lower gross margins than
consulting contracts, particularly in the first year. This could
exert downward pressure on our overall gross margins,
particularly during the early stages of new outsourcing
contracts, which might not be offset by improved performance on
older outsourcing contracts in our portfolio. In addition, we
face considerable competition for outsourcing work and our
clients are increasingly using intensive contracting processes
and aggressive contracting techniques, sometimes assisted by
third-party advisors.
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We could be subject to
liabilities if our subcontractors or the third parties with whom
we partner cannot deliver their project contributions on time or
at all. |
Increasingly large and complex arrangements often require that
we utilize subcontractors or that our services and solutions
incorporate or coordinate with the software, systems or
infrastructure requirements of other vendors and service
providers. Our ability to serve our clients and deliver and
implement our solutions in a timely manner depends on the
ability of these subcontractors, vendors and service providers
to meet their project obligations in a timely manner. The
quality of our services and solutions could suffer if our
subcontractors or the third parties with whom we partner do not
deliver their products and services in accordance with project
requirements. In addition, certain work requires the use of
unique and complex structures and alliances. Some of these
structures require us to assume responsibility to the client for
the performance of third parties whom we do not control. See
Managements Discussion and Analysis of Financial
Condition and Results of Operations Off-Balance Sheet
Arrangements. If our subcontractors or these third parties
fail to deliver their contributions on time or at all, if their
contributions do not meet project requirements, or if we are
unable to obtain reimbursement for liabilities of third parties
that we have assumed, our ability to perform could be adversely
affected or we might be subject to additional liabilities, which
could have a material adverse effect on our business, revenues,
profitability or cash flow.
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Our results of operations
may be affected by the rate of growth in the use of technology
in business and the type and level of technology spending by our
clients. |
Our business depends in part upon continued growth in the use of
technology in business by our clients and prospective clients
and their customers and suppliers. In challenging economic
environments, our clients may reduce or defer their spending on
new technologies in order to focus on other priorities. At the
same time, many companies have already invested substantial
resources in their current means of conducting commerce and
exchanging information, and they may be reluctant or slow to
adopt new approaches that could disrupt existing personnel,
processes and infrastructures. If the growth of use of
technology in business or our clients spending on
technology in business declines, or if we cannot convince our
clients or potential clients to embrace new technology
solutions, our results of operations could be adversely affected.
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Our profitability could
suffer if we are not able to maintain favorable pricing
rates. |
Our profit margin, and therefore our profitability, is dependent
on the rates we are able to recover for our services. If we are
not able to maintain favorable pricing for our services, our
profit
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margin and our profitability could suffer. The rates we are able
to recover for our services are affected by a number of factors,
including:
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our clients perceptions of our ability to add value
through our services; |
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competition; |
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introduction of new services or products by us or our
competitors; |
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our competitors pricing policies; |
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our ability to accurately estimate, attain and sustain contract
revenues, margins and cash flows over increasingly longer
contract periods; |
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bid practices of clients and their use of third-party advisors; |
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the use by our competitors and our clients of off-shore
resources to provide lower-cost service delivery
capabilities; and |
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general economic and political conditions. |
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Our profitability could
suffer if we are not able to maintain favorable utilization
rates. |
The cost of providing our services, including the utilization
rate of our professionals, affects our profitability. If we are
not able to maintain an appropriate utilization rate for our
professionals, our profit margin and our profitability may
suffer. Our utilization rates are affected by a number of
factors, including:
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our ability to transition employees from completed projects to
new assignments and to hire and assimilate new employees; |
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our ability to forecast demand for our services and thereby
maintain an appropriate headcount in each of our geographies and
workforces; |
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our ability to manage attrition; and |
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our need to devote time and resources to training, professional
development and other non-chargeable activities. |
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If our pricing structures
do not accurately anticipate the cost and complexity of
performing our work, then our contracts could be
unprofitable. |
We negotiate pricing terms with our clients utilizing a range of
pricing structures and conditions. Depending on the particular
contract, these include time-and-materials pricing, fixed-price
pricing, and contracts with features of both of these pricing
models. Our pricing is highly dependent on our internal
forecasts and predictions about our projects and the
marketplace, which might be based on limited data and could turn
out to be inaccurate or used ineffectively. If we do not
accurately estimate the costs and timing for completing
projects, our contracts could prove unprofitable for us or yield
lower profit margins than anticipated. We could face greater
risk when pricing our outsourcing contracts, as many of our
outsourcing projects entail the coordination of operations and
workforces in multiple locations, utilizing workforces with
different skillsets and competencies and geographically
distributed service centers. Furthermore, on outsourcing work we
occasionally hire employees from our clients and assume
responsibility for one or more of our clients business
processes. Our pricing, cost and profit margin estimates on
outsourcing work frequently include anticipated long-term cost
savings from transformational and other initiatives that we
expect to achieve and sustain over the life of the outsourcing
contract. There is a risk that we will underprice our contracts
or fail to accurately
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estimate the costs of performing the work. In particular, any
increased or unexpected costs, delays or failures to achieve
anticipated cost savings in connection with the performance of
this work, including delays caused by factors outside our
control, could make these contracts less profitable or
unprofitable, which would have an adverse effect on our profit
margin.
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Many of our contracts
utilize performance pricing that links some of our fees to the
attainment of various performance or business targets. This
could increase the variability of our revenues and
margins. |
We have an increasing number of contracts, many of which are
outsourcing contracts, that include incentives related to
factors such as costs incurred, benefits produced, goals
attained and adherence to schedule. Many of our contracts,
including business transformation outsourcing contracts, provide
that payment of all or a portion of our fees is contingent upon
our clients meeting revenue-enhancement, cost-saving or other
contractually defined goals that are complex and often dependent
in some measure on our clients actual levels of business
activity. These provisions could increase the variability in
revenues and margins earned on those contracts. We estimate that
a majority of our contracts include pricing terms that condition
some or all of our fees on the achievement of contractually
defined goals.
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Our alliance relationships
may not be successful. |
We have alliances with companies whose capabilities complement
our own. See Business Alliances. As most of
our alliance relationships are non-exclusive, our alliance
partners are not prohibited from forming closer or preferred
arrangements with our competitors. Loss of or limitations on our
relationships with them could adversely affect our financial
condition and results of operations.
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Our global operations are
subject to complex risks, some of which might be beyond our
control. |
We have offices and operations in 49 countries around the
world and provide services to clients in more than
75 countries. In fiscal 2006, approximately 46% of our
revenues before reimbursements were attributable, based upon
where client services are supervised, to our activities in our
Americas region, 46% were attributable to our activities in our
Europe, Middle East and Africa region (EMEA), and 8%
were attributable to our activities in our Asia Pacific region.
In addition, our Global Delivery Network comprises local
Accenture professionals working at client sites around the world
in tandem with professionals resident in other countries located
in more than 40 delivery centers. If we are unable to manage the
risks of our global operations, including fluctuations in
foreign exchange and inflation rates, international hostilities,
terrorism, natural disasters, security breaches, failure to
maintain compliance with our clients control requirements and
multiple legal and regulatory systems, our results of operations
could be adversely affected.
Our operating results may be adversely affected by
fluctuations in foreign currency exchange rates. Although we
report our operating results in U.S. dollars, a significant
percentage of our revenues before reimbursements is denominated
in currencies other than the U.S. dollar. Fluctuations in
foreign currency exchange rates can have a number of adverse
effects on us. Because our consolidated financial statements are
presented in U.S. dollars, we must translate revenues,
expenses and income, as well as assets and liabilities, into
U.S. dollars at exchange rates in effect during or at the
end of each reporting period. Therefore, changes in the value of
the U.S. dollar against other major currencies will affect
our revenues before reimbursements, operating income and the
value of balance-sheet items originally denominated in other
currencies. Declines in the value of other currencies against
the U.S. dollar could cause our consolidated earnings
stated in U.S. dollars to be lower than
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our consolidated earnings in local currency terms and could
decrease the profitability of our contracts that are denominated
in those currencies. There is no guarantee that our financial
results will not be adversely affected by currency exchange rate
fluctuations or that any efforts by us to engage in currency
hedging activities would be effective. In addition, in some
countries we could be subject to strict restrictions on the
movement of cash and the exchange of foreign currencies, which
could limit our ability to use this cash across our global
operations. Finally, as we continue to leverage our global
delivery model, more of our expenses are incurred in currencies
other than those in which we bill for the related services. An
increase in the value of certain currencies, such as the Indian
rupee, against the U.S. dollar could increase costs for
delivery of services at off-shore sites by increasing labor and
other costs that are denominated in local currency.
International hostilities, terrorist activities, natural
disasters and infrastructure disruptions could prevent us from
effectively serving our clients and thus adversely affect our
operating results. Acts of terrorist violence
such as those of recent years in the United States, Spain and
England armed regional and international hostilities
and international responses to these hostilities, natural
disasters, global health risks or pandemics or the threat of or
perceived potential for these events, could have a negative
impact on us. These events could adversely affect our
clients levels of business activity and precipitate sudden
significant changes in regional and global economic conditions
and cycles. These events also pose significant risks to our
people and to physical facilities and operations around the
world, whether the facilities are ours or those of our alliance
partners or clients. By disrupting communications and travel and
increasing the difficulty of obtaining and retaining highly
skilled and qualified personnel, these events could make it
difficult or impossible for us to deliver services to our
clients. Extended disruptions of electricity, other public
utilities or network services at our facilities, as well as
system failures at, or security breaches in, our facilities or
systems, could also adversely affect our ability to serve our
clients. While we plan and prepare to defend against each of
these occurrences, we might be unable to protect our people,
facilities and systems against all such occurrences. We
generally do not have insurance for losses and interruptions
caused by terrorist attacks, conflicts and wars. If these
disruptions prevent us from effectively serving our clients, our
operating results could be adversely affected.
We could have liability or our reputation could be damaged if
we do not protect client data or information systems or if our
information systems are breached. We are dependent on
information technology networks and systems to process, transmit
and store electronic information and to communicate among our
locations around the world and with our alliance partners and
clients. Security breaches of this infrastructure could lead to
shutdowns or disruptions of our systems and potential
unauthorized disclosure of confidential information. We are also
required at times to manage, utilize and store sensitive or
confidential client or employee data. As a result, we are
subject to numerous U.S. and foreign jurisdiction laws and
regulations designed to protect this information, such as the
European Union Directive on Data Protection and various
U.S. federal and state laws governing the protection of
health or other individually identifiable information. If any
person, including any of our employees, negligently disregards
or intentionally breaches our established controls with respect
to such data or otherwise mismanages or misappropriates that
data, we could be subject to monetary damages, fines and/or
criminal prosecution. Unauthorized disclosure of sensitive or
confidential client or employee data, whether through systems
failure, employee negligence, fraud or misappropriation, could
damage our reputation and cause us to lose clients. Similarly,
unauthorized access to or through our information systems or
those we develop for our clients, whether by our employees or
third parties, could result in negative publicity, legal
liability and damage to our reputation.
We could incur liability or our reputation could be damaged
if our provision of services and solutions to our clients
contributes to our clients internal control
deficiencies. Our clients may request
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that we provide an audit of control activities we perform for
them when we host or process data belonging to them. Our ability
to acquire new clients and retain existing clients may be
adversely affected and our reputation could be harmed if we
receive a qualified opinion, or if we cannot obtain an
unqualified opinion in a timely manner. Additionally, we could
incur liability if a process we manage for a client were to
result in internal controls failures or impair our clients
ability to comply with its own internal control requirements.
Our global operations expose us to numerous and sometimes
conflicting legal and regulatory requirements, and violation of
these regulations could harm our business. Because we
provide services to clients in more than 75 countries, we
are subject to numerous, and sometimes conflicting, legal
regimes on matters as diverse as import/export controls, content
requirements, trade restrictions, tariffs, taxation, sanctions,
government affairs, internal and disclosure control obligations,
data privacy and labor relations. Violations of these
regulations in the conduct of our business could result in
fines, criminal sanctions against us or our officers,
prohibitions on doing business and damage to our reputation.
Violations of these regulations in connection with the
performance of our obligations to our clients also could result
in liability for monetary damages, fines and/or criminal
prosecution, unfavorable publicity, restrictions on our ability
to process information and allegations by our clients that we
have not performed our contractual obligations. Due to the
varying degrees of development of the legal systems of the
countries in which we operate, local laws might be insufficient
to protect our rights.
Legislation related to certain
non-U.S. corporations
has been enacted in various jurisdictions in the United States,
none of which adversely affects Accenture. However, additional
legislative proposals remain under consideration in various
legislatures which, if enacted, could limit or even prohibit our
eligibility to be awarded state or Federal government contracts
in the United States in the future. Changes in laws and
regulations applicable to foreign corporations could also
mandate significant and costly changes to the way we implement
our services and solutions, such as preventing us from using
off-shore resources to provide our services, or could impose
additional taxes on the provision of our services and solutions.
These changes could threaten our ability to continue to serve
certain markets.
In many parts of the world, including countries in which we
operate, practices in the local business community might not
conform to international business standards and could violate
anticorruption regulations, including the U.S. Foreign
Corrupt Practices Act, which prohibits giving anything of value
intended to influence the awarding of government contracts.
Although we have policies and procedures to ensure legal and
regulatory compliance, our employees, subcontractors and agents
could take actions that violate these requirements. Violations
of these regulations could subject us to criminal or civil
enforcement actions, including fines and suspension or
disqualification from U.S. federal procurement contracting,
any of which could have a material adverse effect on our
business.
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Our profitability could
suffer if we are not able to control our costs. |
Our ability to control our costs and improve our efficiency
affects our profitability. As the continuation of pricing
pressures could result in permanent changes in pricing policies
and delivery capabilities, we must continuously improve our
management of costs. Our short-term cost reduction initiatives,
which focus primarily on reducing variable costs, might not be
sufficient to deal with all pressures on our pricing. Our
long-term cost-reduction initiatives, which focus on global
reductions in infrastructure and other costs, rely upon our
successful introduction and coordination of multiple geographic
and competency workforces and a growing number of geographically
distributed delivery centers. As we increase the number of our
professionals and execute our strategies for growth, we
28
might not be able to manage significantly larger and more
diverse workforces, control our costs or improve our efficiency.
Despite increased cost savings, we could experience erosion of
operating income as a percentage of revenues before
reimbursements if current pricing pressures accelerate.
|
|
|
If we are unable to
attract, retain and motivate employees or efficiently utilize
their skills, we might not be able to compete effectively and
will not be able to grow our business. |
Our success and ability to grow are dependent, in part, on our
ability to hire, retain and motivate sufficient numbers of
talented people with the increasingly diverse skills needed to
serve clients and grow our business. Competition for skilled
personnel in consulting, systems integration and technology, and
outsourcing is intense at all levels of experience and
seniority. We are particularly dependent on the skills of our
senior executives, and if we are not able to successfully retain
and motivate our senior executives and experienced managers, our
ability to develop new business and effectively lead our current
projects could be jeopardized. At the same time, the
profitability of our business model depends on our ability to
effectively utilize personnel with the right mix of skills and
experience to support our projects and global delivery centers.
The process of recruiting, training and retaining employees
places significant demands on our resources. There is a risk
that at certain points in time and in certain geographical
regions, we will find it difficult to hire and retain a
sufficient number of employees with the skills or backgrounds we
require, or that it will prove difficult to retain them in a
competitive labor market. If we are unable to hire and retain
sufficient numbers of talented people, we might need to rely on
subcontractors to fill certain of our labor needs, and costs for
hiring subcontractors may be greater than those for our
permanent employees. If we are not successful at retaining and
motivating our senior executives, attracting and retaining other
qualified employees in sufficient numbers to meet the demands of
our business, or utilizing our people effectively, then our
ability to compete for and successfully complete work for our
clients could be adversely affected.
|
|
|
If we are unable to
collect our receivables or amounts extended to our clients as
financing, our results of operations could be adversely
affected. |
Our business depends on our ability to successfully obtain
payment from our clients on the amounts they owe us for work
performed. We evaluate the financial condition of our clients
and usually bill and collect on relatively short cycles. We also
maintain reserves for uncollectible receivables. However, actual
default rates on receivables could differ from those that we
currently anticipate and as a result we might need to adjust our
reserves for uncollectible receivables. In limited
circumstances, we also extend financing to our clients, which we
could fail to collect. At August 31, 2006, we had
$263 million of client financing outstanding. A client must
meet established criteria to receive financing from us and any
significant extension of credit requires approval by senior
levels of our management. However, there is no guarantee that we
will accurately assess the creditworthiness of our clients. In
addition, recovery of client financing depends on our ability to
complete our contractual commitments and bill and collect our
contracted revenues. If we are unable to meet our contractual
requirements, client financing balances may be uncollectible.
|
|
|
Tax legislation and
negative publicity related to Bermuda companies could lead to an
increase in our tax burden or affect our relationships with our
clients. |
In 2004, the United States Congress enacted legislation relating
to the tax treatment of U.S. companies that have undertaken
certain types of expatriation transactions. We do not believe
this legislation applies to Accenture. However, we are not able
to predict with certainty whether the U.S. Internal Revenue
Service will challenge our interpretation of the legislation,
nor are we able to
29
predict with certainty the impact of regulations or other
interpretations that might be issued related to this
legislation. Future developments or the finalization of
regulations or interpretations could materially increase our tax
expense.
In addition, there have been, from time to time, negative
comments in the media regarding companies incorporated in
Bermuda. This negative publicity could harm our reputation and
impair our ability to generate new business if companies or
government agencies decline to do business with us as a result
of a negative public image of Bermuda companies or the
possibility of our clients receiving negative media attention
from doing business with us.
|
|
|
Our services or solutions
could infringe upon the intellectual property rights of others
or we might lose our ability to utilize the intellectual
property of others. |
We cannot be sure that our services and solutions, or the
solutions of others that we offer to our clients, do not
infringe on the intellectual property rights of third parties,
and we could have infringement claims asserted against us or
against our clients. These claims could harm our reputation,
cost us money and prevent us from offering some services or
solutions. Historically in a number of our contracts, we have
agreed to indemnify our clients for any expenses or liabilities
resulting from claimed infringements of the intellectual
property rights of third parties. In some instances, the amount
of these indemnities could be greater than the revenues we
receive from the client. Any claims or litigation in this area,
whether we ultimately win or lose, could be time-consuming and
costly, injure our reputation or require us to enter into
royalty or licensing arrangements. We might not be able to enter
into these royalty or licensing arrangements on acceptable
terms. If a claim of infringement were successful against us or
our clients, an injunction might be ordered against our client
or our own services or operations, causing further damages.
We could lose our ability to utilize the intellectual property
of others. Third-party suppliers of software, hardware or other
intellectual assets could be acquired or sued, and this could
disrupt use of their products or services by Accenture and our
clients. If our ability to provide services and solutions to our
clients is impaired, our operating results could be adversely
affected.
|
|
|
We have only a limited
ability to protect our intellectual property rights, which are
important to our success. |
Our success depends, in part, upon our ability to protect our
proprietary methodologies and other intellectual property.
Existing laws of some countries in which we provide services or
solutions might offer only limited protection of our
intellectual property rights. We rely upon a combination of
trade secrets, confidentiality policies, nondisclosure and other
contractual arrangements, and patent, copyright and trademark
laws to protect our intellectual property rights. The steps we
take in this regard might not be adequate to prevent or deter
infringement or other misappropriation of our intellectual
property, and we might not be able to detect unauthorized use
of, or take appropriate and timely steps to enforce, our
intellectual property rights.
Depending on the circumstances, we could be required to grant a
specific client greater rights in intellectual property
developed in connection with a contract than we otherwise
generally do, in which case we would seek to cross-license the
use of the intellectual property. However, in certain
situations, we forego rights to the use of intellectual property
we help create, which limits our ability to reuse that
intellectual property for other clients. Any limitation on our
ability to provide a service or solution could cause us to lose
revenue-generating opportunities and require us to incur
additional expenses to develop new or modified solutions for
future projects.
30
|
|
|
If we are unable to manage
the organizational challenges associated with the size and
expansion of our company, we might be unable to achieve our
business objectives. |
Since 2001, we have almost doubled the size of our workforce so
that we now have approximately 140,000 employees, located in
more than 150 cities in 49 countries. Although we have
altered our management processes to keep pace with our
geographical and workforce expansion, the size of our company
presents significant management and organizational challenges
and these issues may become more pronounced if we continue our
rate of expansion. For example, our plans call for the
establishment of multiple global delivery centers and the hiring
of numerous new employees in an expansion of our offshore
workforce. It might take time for our newer employees to develop
the knowledge, skills or experience that our business model
requires. Furthermore, if we continue to grow, it could become
increasingly difficult to maintain our culture, effectively
manage our personnel and operations and effectively communicate
to our personnel worldwide our core values, strategies and
goals. Similarly, it could become increasingly difficult to
maintain common standards across an expanding enterprise or to
effectively institutionalize our know-how. Finally, the size and
scope of our operations increases the possibility that an
employee will engage in unlawful or fraudulent activity, or
otherwise expose the company to unacceptable business risks,
despite our efforts to maintain internal controls to prevent
such instances. If we do not continue to develop and implement
the right processes and tools to manage our large and expanding
enterprise, our ability to compete successfully and achieve our
business objectives could be impaired.
|
|
|
We might acquire other
businesses or technologies, and there is a risk that we might
not successfully integrate them with our business or might
otherwise fail to achieve our strategic
objectives. |
Although we have completed a number of relatively small
acquisitions to date, our experience with acquisitions of other
businesses is limited. If we continue to acquire other
businesses, we might need to dedicate additional management and
other resources to complete the transactions, which could divert
our attention from other business operations. Our organizational
structure and limited experience integrating acquired businesses
could also make it difficult for us to efficiently consummate
these transactions or integrate acquired businesses or
technologies into our ongoing operations. Some of the challenges
we could face integrating acquired businesses or technologies
include combining service delivery operations, consolidating IT
and administrative infrastructure, assimilating employees and
minimizing diversion of management attention. Accordingly, we
might fail to realize the expected benefits or strategic
objectives of any acquisition we undertake, which could have an
adverse effect on our revenues and profit margin or our ability
to grow our business.
Risks That Relate to Ownership of Our Class A Common
Shares
|
|
|
The share price of
Accenture Ltd Class A common shares could be adversely
affected from time to time by sales, or the anticipation of
future sales, of Class A common shares held by our
employees and former employees. |
Our employees and former employees continue to hold significant
numbers of Accenture Ltd Class A common shares, restricted
share units and options, as well as other classes of stock of
our subsidiaries that are exchangeable or redeemable for
Accenture Ltd Class A common shares.
|
|
|
A large number of shares will
become freely tradable on July 24, 2009 |
|
|
|
|
|
At the time of our transition to a corporate structure in 2001,
many of our senior executives received a substantial number of
Class A common shares and/or securities that may be |
31
|
|
|
|
|
exercisable, redeemable or
exchangeable for Class A common shares or pursuant to which
Class A common shares may be delivered to such senior
executives. Those shares generally remain subject to transfer
restrictions that lapse with the passage of time on an annual
basis through July 24, 2009. See
BusinessOrganizational StructureRestrictions
on Transfer of Certain Accenture Shares. As of
October 12, 2006, the following number of additional shares
still held by our current and former senior executives and their
permitted transferees are scheduled to have transfer
restrictions lapse on the dates set forth below:
|
|
|
|
|
|
|
|
|
|
|
|
Number of additional | |
|
Number of additional Accenture | |
|
|
Accenture Ltd | |
|
SCA Class I common shares and | |
|
|
Class A common shares that | |
|
Accenture Canada Holdings Inc. | |
|
|
are scheduled to become | |
|
exchangeable shares that will | |
|
|
available for transfer on | |
|
become available for transfer | |
Anniversary Date |
|
anniversary date | |
|
on anniversary date | |
|
|
| |
|
| |
July 24, 2007
|
|
|
10,597,041 |
|
|
|
28,825,937 |
|
July 24, 2008
|
|
|
10,812,783 |
|
|
|
32,533,067 |
|
July 24, 2009
|
|
|
35,959,138 |
|
|
|
74,327,885 |
|
Later of July 24, 2009 or end of employment with Accenture
|
|
|
23,370,544 |
|
|
|
63,307,438 |
|
If a large number of former senior executives, or their
transferees, choose to transfer their shares upon the release of
transfer restrictions on July 24, 2009, it could have an
adverse impact on the share price of our Class A common
shares.
We have on several occasions conducted transactions, including
two discounted tender offers of Accenture SCA shares and
targeted repurchases of Accenture Ltd shares, designed to
address the potential impact of the
build-up of shares
having transfer restrictions that would otherwise lapse on
July 24, 2009. There is no assurance that these
transactions, or any other transactions we might undertake in
the future, will have the desired impact of meaningfully
reducing the number of shares whose transfer restrictions lapse
on a common date.
|
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Our Senior Executive Trading
Policy might not be effective at limiting the number of shares
sold |
|
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|
In July 2005, we implemented a Senior Executive Trading Policy.
It provides, among other things, that all shares covered by the
transfer restrictions contained in our various charter documents
and still held by actively employed senior executives but which
are no longer restricted by the transfer restrictions described
above will be subject to company-imposed quarterly trading
guidelines. These guidelines currently limit the total number of
shares redeemed, sold or otherwise transferred in any calendar
quarter to no more than a composite average weekly volume of
trading in Accenture Ltd Class A common shares. The policy
guidelines are not legal or contractual restrictions, however,
and there is a risk that the internal sanctions available to us
might not adequately dissuade individual employees from
attempting transfers in excess of the amounts permitted under
the policy. Additionally, there is a risk that this policy
creates an adverse incentive for some senior executives to
retire or to terminate their Accenture employment in order to
sell unrestricted shares that would otherwise be governed by
these quarterly trading guidelines. This could have an adverse
effect on our ability to retain talented and experienced senior
executives. |
32
|
|
|
The sale of shares issued
under our 2001 Share Incentive Plan could have an adverse
effect on our share price |
|
|
|
|
|
As of October 12, 2006, a total of 48,323,627 of our
Class A common shares underlying restricted share units
were scheduled to be delivered during the calendar years
indicated below: |
|
|
|
|
|
Calendar Year |
|
Number of Shares | |
|
|
| |
2006
|
|
|
304,439 |
|
2007
|
|
|
8,222,442 |
|
2008
|
|
|
6,626,615 |
|
2009
|
|
|
12,508,826 |
|
2010 and after
|
|
|
20,661,305 |
|
Although the holders may choose to defer delivery of some of
these shares for tax purposes, it is foreseeable that a
significant number of these shares could be sold on the open
markets following their delivery.
|
|
|
|
|
In addition, as of October 12, 2006, a total of
55,037,422 Accenture Ltd Class A common shares were
issuable pursuant to options, of which options to purchase an
aggregate of 44,198,638 Class A common shares were
exercisable and options to purchase an aggregate of 10,838,784
Class A common shares are scheduled to become exercisable
during the calendar years indicated below: |
|
|
|
|
|
Calendar Year |
|
Number of Shares | |
|
|
| |
2006
|
|
|
73,894 |
|
2007
|
|
|
8,088,889 |
|
After 2007
|
|
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2,676,001 |
|
Upon delivery of restricted stock, or exercise of employee
stock options, under our 2001 Stock Incentive Plan, our
employees or former employees may choose to sell a significant
number of our shares in open market transactions. There is a
risk that this could put additional downward pressure on the
price of our Class A common stock.
|
|
|
Our share price has
fluctuated in the past and could continue to fluctuate,
including in response to variability in revenues, operating
results and profitability, and as a result our share price could
be difficult to predict. |
Our share price has fluctuated in the past and could continue to
fluctuate in the future in response to various factors. These
factors include:
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|
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|
|
announcements by us or our competitors about developments in our
business or prospects; |
|
|
|
projections or speculation about our business or that of our
competitors by the media or investment analysts; |
|
|
|
changes in macroeconomic or political factors unrelated to our
business; |
|
|
|
general or industry-specific market conditions or changes in
financial markets; and |
|
|
|
changes in our revenues, operating results and profitability. |
33
Our revenues, operating results and profitability have varied in
the past and are likely to vary significantly from quarter to
quarter in the future, making them difficult to predict. Some of
the factors that could cause our revenues, operating results and
profitability to vary include:
|
|
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|
|
seasonality, including number of workdays and holiday and summer
vacations; |
|
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|
the business decisions of our clients regarding the use of our
services; |
|
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periodic differences between our clients estimated and
actual levels of business activity associated with ongoing work; |
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|
the stage of completion of existing projects and/or their
termination; |
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|
our ability to transition employees quickly from completed to
new projects; |
|
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|
the introduction of new products or services by us or our
competitors; |
|
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|
changes in our pricing policies or those of our competitors; |
|
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|
our ability to manage costs, including those for personnel,
support services and severance; |
|
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|
our ability to maintain an appropriate headcount in each of our
workforces; |
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acquisition and integration costs related to possible
acquisitions of other businesses; |
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|
changes in, or the application of changes in, accounting
principles or pronouncements under U.S. generally accepted
accounting principles, particularly those related to revenue
recognition; |
|
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|
currency exchange rate fluctuations; |
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|
changes in estimates, accruals or payments of variable
compensation to our employees; and |
|
|
|
global, regional and local economic and political conditions and
related risks, including acts of terrorism. |
As a result of any of these factors, our share price could be
difficult to predict and our share price in the past might not
be a good indicator of the price of our shares in the future. In
addition, if litigation is instituted against us following
variability in our share price, we might need to devote
substantial time and resources to responding to the litigation,
and our share price could be adversely affected.
|
|
|
Our share price could be
adversely affected if we are unable to maintain effective
internal controls. |
We are required to provide a report from management to our
shareholders on our internal control over financial reporting
that includes an assessment of the effectiveness of these
controls. Internal control over financial reporting has inherent
limitations, including human error, the possibility that
controls could be circumvented or become inadequate because of
changed conditions, and fraud. Because of these inherent
limitations, internal control over financial reporting might not
prevent or detect all misstatements or fraud. If we cannot
maintain and execute adequate internal control over financial
reporting or implement required new or improved controls that
provide reasonable assurance of the reliability of the financial
reporting and preparation of our financial statements for
external use, we could suffer harm to our reputation, fail to
meet our public reporting requirements on a timely basis, or be
unable to properly report on our business and the results of our
operations and the market price of our securities could be
materially adversely affected.
34
|
|
|
We are registered in
Bermuda and a significant portion of our assets are located
outside the United States. As a result, it might not be possible
for shareholders to enforce civil liability provisions of the
Federal or state securities laws of the United
States. |
We are organized under the laws of Bermuda, and a significant
portion of our assets are located outside the United States. It
might not be possible to enforce court judgments obtained in the
United States against us in Bermuda or in countries other than
in the United States where we have assets based on the civil
liability provisions of the Federal or state securities laws of
the United States. In addition, there is some doubt as to
whether the courts of Bermuda and other countries would
recognize or enforce judgments of U.S. courts obtained
against us or our directors or officers based on the civil
liabilities provisions of the Federal or state securities laws
of the United States or would hear actions against us or those
persons based on those laws. We have been advised by our legal
advisors in Bermuda that the United States and Bermuda do not
currently have a treaty providing for the reciprocal recognition
and enforcement of judgments in civil and commercial matters.
Therefore, a final judgment for the payment of money rendered by
any Federal or state court in the United States based on civil
liability, whether or not based solely on U.S. Federal or
state securities laws, would not automatically be enforceable in
Bermuda. Similarly, those judgments might not be enforceable in
countries other than in the United States where we have assets.
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|
Bermuda law differs from
the laws in effect in the United States and might afford less
protection to shareholders. |
Our shareholders could have more difficulty protecting their
interests than would shareholders of a corporation incorporated
in a jurisdiction of the United States. As a Bermuda company, we
are governed by the Companies Act 1981 of Bermuda. The Companies
Act differs in some material respects from laws generally
applicable to U.S. corporations and shareholders, including
the provisions relating to interested directors, mergers and
acquisitions, takeovers, shareholder lawsuits and
indemnification of directors.
Under Bermuda law, the duties of directors and officers of a
company are generally owed to the company only. Shareholders of
Bermuda companies do not generally have rights to take action
against directors or officers of the company, and may only do so
in limited circumstances. Officers of a Bermuda company must, in
exercising their powers and performing their duties, act
honestly and in good faith with a view to the best interests of
the company and must exercise the care and skill that a
reasonably prudent person would exercise in comparable
circumstances. Directors have a duty not to put themselves in a
position in which their duties to the company and their personal
interests might conflict and also are under a duty to disclose
any personal interest in any contract or arrangement with the
company or any of its subsidiaries. If a director or officer of
a Bermuda company is found to have breached his duties to that
company, he could be held personally liable to the company in
respect of that breach of duty. A director may be liable jointly
and severally with other directors if it is shown that the
director knowingly engaged in fraud or dishonesty. In cases not
involving fraud or dishonesty, the liability of the director
will be determined by the Bermuda courts on the basis of their
estimation of the percentage of responsibility of the director
for the matter in question, in light of the nature of the
conduct of the director and the extent of the causal
relationship between his conduct and the loss suffered.
35
|
|
|
We might be unable to
access additional capital on favorable terms or at all. If we
raise equity capital, it may dilute our shareholders
ownership interest in us. |
We might need to raise additional funds through public or
private debt or equity financings in order to:
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take advantage of opportunities, including more rapid expansion; |
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|
acquire complementary businesses or technologies; |
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|
develop new services and solutions; or |
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respond to competitive pressures. |
Any additional capital raised through the sale of equity could
dilute shareholders ownership percentage in us.
Furthermore, any additional financing we need might not be
available on terms favorable to us, or at all.
|
|
ITEM 1B. |
UNRESOLVED STAFF COMMENTS |
None.
We have major offices in the worlds leading business
centers, including New York, London, Frankfurt, Paris, Madrid,
Chicago, Milan, Tokyo, Sao Paolo, Rome, Bangalore,
San Francisco, Sydney, Manila and Boston, among others. In
total, we have offices and operations in more than
150 cities in 49 countries around the world. We do not
own any material real property. Substantially all of our office
space is leased under long-term leases with varying expiration
dates. We believe that our facilities are adequate to meet our
needs in the near future.
|
|
ITEM 3. |
LEGAL PROCEEDINGS |
We are involved in a number of judicial and arbitration
proceedings concerning matters arising in the ordinary course of
our business. We do not expect that any of these matters,
individually or in the aggregate, will have a material impact on
our results of operations or financial condition.
As previously reported in July 2003, we became aware of an
incident of possible noncompliance with the Foreign Corrupt
Practices Act and/or with Accentures internal controls in
connection with certain of our operations in the Middle East. In
2003, we voluntarily reported the incident to the appropriate
authorities in the United States promptly after its discovery.
Shortly thereafter, the SEC advised us it would be undertaking
an informal investigation of this incident, and the
U.S. Department of Justice indicated it would also conduct
a review. Since that time, there have been no further
developments. We do not believe that this incident will have any
material impact on our results of operations or financial
condition.
We currently maintain the types and amounts of insurance
customary in the industries and countries in which we operate,
including coverage for professional liability, general liability
and management liability. We consider our insurance coverage to
be adequate both as to the risks and amounts for the businesses
we conduct.
|
|
ITEM 4. |
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
No matters were submitted to a vote of security holders of
Accenture Ltd or Accenture SCA during the fourth quarter of
fiscal 2006.
36
Executive Officers of the Registrant
Our executive officers and persons chosen to become executive
officers as of the date hereof are as follows:
Kevin Campbell, 46, became our group chief
executiveOutsourcing in September 2006, after serving as
our senior managing directorBusiness Process Outsourcing
beginning in February 2005. Previously, he served as the vice
president of global sales at Hewitt Associates from September
2004 to February 2005, and as president and chief operating
officer of Exult Inc. from May 2000 to September 2004, when
Exult merged with Hewitt. Mr. Campbell was previously
employed by Accenture from 1982 until 1999.
Gianfranco Casati, 47, became our group chief
executiveProducts operating group in September 2006. From
April 2002 to September 2006, Mr. Casati was managing
director of the Products operating groups Europe operating
unit. He also served as Accentures country managing
director for Italy and as chairman of our geographic council in
its IGEM (Italy, Greece, emerging markets) region, supervising
Accenture offices in Italy, Greece and several Eastern European
countries. Mr. Casati has been with Accenture for
22 years.
Martin I. Cole, 50, became our group chief
executiveCommunications & High Tech operating
group in September 2006, after serving as our group chief
executiveGovernment operating group from September 2004 to
September 2006. From September 2000 to August 2004, he served in
leadership roles in our outsourcing group, including serving as
global managing partner of our Outsourcing &
Infrastructure Delivery group. Mr. Cole has been with
Accenture for 26 years.
Anthony G. Coughlan, 49, has been our principal
accounting officer since September 2004 and our controller since
September 2001. Mr. Coughlan has been with Accenture for
28 years.
Pamela J. Craig, 49, is currently our senior vice
presidentFinance, a position which she has held since
March 2004. She will become our chief financial officer on
October 31, 2006. Previously, Ms. Craig was our group
directorBusiness Operations & Services from
March 2003 to March 2004, and was our managing
partnerGlobal Business Operations from June 2001 to
March 2003. Ms. Craig has served as a director of Avanade
Inc. since February 2006, and is a member of its Audit
Committee. Ms. Craig has been with Accenture for 24 years.
Karl-Heinz Flöther, 54, has been our group chief
executiveSystems Integration, Technology &
Delivery since May 2005. From December 1999 to May 2005 he was
our group chief executiveFinancial Services operating
group. In addition, Mr. Flöther served as one of our
directors from June 2001 to February 2003, and is currently a
director of Avanade Inc. Mr. Flöther has been with
Accenture for 27 years.
Mark Foster, 46, became our group chief
executiveBusiness Consulting & Integrated Markets
in September 2006. Prior to that, Mr. Foster served as our
group chief executiveProducts operating group from March
2002 to September 2006. From September 2000 to March 2002, he
was managing partner of our Products operating group in Europe.
Mr. Foster has been with Accenture for 22 years.
Robert N. Frerichs, 54, has been our chief
quality & risk officer since September 2004. From
November 2003 to September 2004, he was chief operating officer
of our Communication & High Tech operating group. From
August 2001 to November 2003, he led the market maker team for
our Communications & High Tech operating group. Prior
to these roles, Mr. Frerichs held numerous leadership
positions within our Communications & High Tech
operating group. He currently serves on the Board of Directors
of Avanade Inc., and is chairman of its Audit Committee.
Mr. Frerichs has been with Accenture for 30 years.
37
William D. Green, 53, became chairman of the Board of
Directors on August 31, 2006, and has been our chief
executive officer since September 2004 and a director since June
2001. From March 2003 to August 2004 he was our chief operating
officer Client Services, and from August 2000 to August
2004 he was our country managing director, United States.
Mr. Green has been with Accenture for 28 years.
Adrian Lajtha, 49, has been our group chief
executiveFinancial Services operating group since May
2005. From February 2000 to May 2005 he was managing partner of
our Financial Services operating group in the United Kingdom and
Ireland. Mr. Lajtha has been with Accenture for
27 years.
Lisa M. Mascolo, 46, became our group chief
executive Government operating group in September 2006.
She has served in leadership roles in our Government operating
group since 2001, including serving as managing director of our
USA Government operating unit and managing partner of
Accentures US Federal Government business.
Ms. Mascolo has been with Accenture for 24 years.
Michael G. McGrath, 60, has been our chief financial
officer since July 2004. From November 2001 to July 2004 he was
our chief risk officer. He was our treasurer from June 2001 to
November 2001. From September 1997 to June 2001,
Mr. McGrath was our chief financial officer. Mr. McGrath
will assume the role of international chairman of Accenture on
October 31, 2006. Effective as of that date, he will be
succeeded as chief financial officer by Pamela J. Craig.
Mr. McGrath has been with Accenture for 33 years.
Stephen J. Rohleder, 49, has been our chief operating
officer since September 2004. From March 2003 to September 2004,
he was our group chief executiveGovernment operating
group. From March 2000 to March 2003, he was managing partner of
our Government operating group in the United States.
Mr. Rohleder has been with Accenture for 25 years.
Douglas G. Scrivner, 55, has been our general counsel and
secretary since January 1996 and our compliance officer since
September 2001. Mr. Scrivner has been with Accenture for
26 years.
Alexander M. vant Noordende, 43, became our group
chief executiveResources operating group in September
2006. Prior to assuming that role, he led our Resources
operating group in Southern Europe, Africa, the Middle East and
Latin America, and has served as managing partner of the
Resources operating group in France, Belgium and the
Netherlands. From 2001 until September 2006, Mr. van
t Noordende served as our country managing director for
the Netherlands. Mr. vant Noordende has been
with Accenture for 19 years.
38
PART II
|
|
ITEM 5. |
MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
Price Range of Accenture Ltd Class A Common Shares
Accenture Ltd Class A common shares are traded on the New
York Stock Exchange under the symbol ACN. The New
York Stock Exchange is the principal United States market for
these shares.
The following table sets forth, on a per share basis for the
periods indicated, the high and low sale prices for the
Class A common shares as reported by the New York Stock
Exchange.
|
|
|
|
|
|
|
|
|
|
|
Price Range | |
|
|
| |
|
|
High | |
|
Low | |
|
|
| |
|
| |
Fiscal 2005
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$ |
27.58 |
|
|
$ |
22.61 |
|
Second Quarter
|
|
$ |
27.60 |
|
|
$ |
24.39 |
|
Third Quarter
|
|
$ |
25.97 |
|
|
$ |
21.00 |
|
Fourth Quarter
|
|
$ |
25.70 |
|
|
$ |
22.20 |
|
Fiscal 2006
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$ |
28.63 |
|
|
$ |
24.45 |
|
Second Quarter
|
|
$ |
33.05 |
|
|
$ |
28.02 |
|
Third Quarter
|
|
$ |
32.94 |
|
|
$ |
26.17 |
|
Fourth Quarter
|
|
$ |
29.66 |
|
|
$ |
25.68 |
|
Fiscal 2007
|
|
|
|
|
|
|
|
|
First Quarter (through October 12, 2006)
|
|
$ |
33.15 |
|
|
$ |
28.28 |
|
The closing sale price of the Accenture Ltd Class A common
shares as reported by the New York Stock Exchange
consolidated tape as of October 12, 2006 was $31.70. As of
October 12, 2006, there were 1,642 holders of record of the
Class A common shares.
There is no trading market for the Accenture Ltd Class X
common shares. As of October 12, 2006, there were 1,339 holders
of record of the Class X common shares.
Dividend Policy
From our incorporation in 2001 through the end of fiscal 2005,
neither Accenture Ltd nor Accenture SCA declared or paid any
cash dividends on any class of equity.
On November 15, 2005, Accenture Ltd paid a cash dividend of
$0.30 per share on its Class A common shares to
shareholders of record at the close of business on
October 17, 2005, and Accenture SCA paid a cash dividend of
$0.30 per share on its Class I common shares to
shareholders of record at the close of business on
October 12, 2005.
On September 25, 2006, Accenture Ltd declared a cash
dividend of $0.35 per share on its Class A common
shares for shareholders of record at the close of business on
October 13, 2006. Accenture Ltd will cause Accenture SCA to
declare a cash dividend of $0.35 per share on its
Class I common shares for shareholders of record at the
close of business on October 5, 2006. Both dividends are
payable on November 15, 2006.
Future dividends on the Accenture Ltd Class A common
shares, if any, will be at the discretion of the Board of
Directors of Accenture Ltd and will depend on, among other
things, our results of
39
operations, cash requirements and surplus, financial condition,
contractual restrictions and other factors that the Board of
Directors may deem relevant, as well as our ability to pay
dividends in compliance with the Bermuda Companies Act.
Recent Sales of Unregistered Securities
None.
Securities Authorized for Issuance under Equity Compensation
Plans
The following table sets forth, as of August 31, 2006,
certain information related to our compensation plans under
which Accenture Ltd Class A common shares may be issued.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares | |
|
|
|
|
Weighted Average | |
|
Remaining Available | |
|
|
Number of Shares to be | |
|
Exercise Price of | |
|
for Future Issuance | |
|
|
Issued Upon Exercise | |
|
Outstanding | |
|
(Excluding Securities | |
|
|
of Outstanding Options, | |
|
Options, Warrants | |
|
Reflected in 1st | |
Plan Category |
|
Warrants and Rights | |
|
and Rights | |
|
Column) | |
|
|
| |
|
| |
|
| |
Equity compensation plans approved by shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2001 Share Incentive Plan
|
|
|
104,249,367 |
(1) |
|
$ |
10.40 |
|
|
|
165,164,681 |
|
|
2001 Employee Share Purchase Plan
|
|
|
|
|
|
|
N/A |
|
|
|
32,371,514 |
|
Equity compensation plans not approved by shareholders
|
|
|
|
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
104,249,367 |
|
|
|
|
|
|
|
197,536,195 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Consists of 57,582,271 stock options with a weighted average
exercise price of $18.84 per share and 46,667,096 restricted
share units. |
Purchases of Common Shares
The following table provides information relating to the
Companys purchases of Accenture Ltd Class A common
shares and redemptions of Accenture Ltd Class X common
shares for the fourth quarter of fiscal 2006. For
year-to-date
information on all share purchases, redemptions and exchanges by
the Company and further discussion of the Companys share
purchase activity, see
40
Managements Discussion and Analysis of Financial
Condition and Results of OperationsLiquidity and Capital
ResourcesShare Purchases and Redemptions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate Dollar | |
|
|
|
|
|
|
|
|
Value of Shares | |
|
|
|
|
|
|
Total Number of | |
|
that May Yet Be | |
|
|
|
|
|
|
Shares Purchased as | |
|
Purchased Under | |
|
|
|
|
Average | |
|
Part of Publicly | |
|
Publicly | |
|
|
Total Number of | |
|
Price Paid | |
|
Announced Plans or | |
|
Announced Plans | |
Period |
|
Shares Purchased | |
|
per Share | |
|
Programs(1) | |
|
or Programs | |
|
|
| |
|
| |
|
| |
|
| |
|
|
|
|
|
|
|
|
(In millions) | |
June 1, 2006June 30, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A common shares
|
|
|
6,842 |
|
|
$ |
27.43 |
|
|
|
|
|
|
$ |
978 |
|
|
Class X common shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 1, 2006July 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A common shares
|
|
|
487,582 |
|
|
$ |
28.46 |
|
|
|
|
|
|
$ |
978 |
|
|
Class X common shares
|
|
|
14,848,926 |
|
|
$ |
0.0000225 |
|
|
|
|
|
|
|
|
|
August 1, 2006August 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A common shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
978 |
|
|
Class X common shares
|
|
|
1,990,955 |
|
|
$ |
0.0000225 |
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A common shares(1)(2)
|
|
|
494,424 |
|
|
$ |
28.45 |
|
|
|
|
|
|
|
|
|
|
Class X common shares(3)
|
|
|
16,839,881 |
|
|
$ |
0.0000225 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
Since August 2001, the Board of Directors of Accenture has
authorized and periodically confirmed a publicly announced
open-market share purchase program for acquiring Accenture Ltd
Class A common shares. During the fourth quarter of fiscal
2006, we did not purchase any Accenture Ltd Class A common
shares under this program. To date, the Board of Directors of
Accenture has authorized an aggregate of $2.4 billion for
use in these open-market share purchases. At August 31,
2006, an aggregate of $978 million remained available for
these open-market share purchases. The open-market purchase
program does not have an expiration date. |
(2) |
During the fourth quarter of fiscal 2006, Accenture purchased
494,424 Accenture Ltd Class A common shares in transactions
unrelated to publicly announced share plans or programs. These
transactions consisted of acquisitions of Accenture Ltd
Class A common shares via share withholding for payroll tax
obligations due from employees and former employees in
connection with the delivery of Accenture Ltd Class A
common shares under the Companys various employee equity
share plans. |
(3) |
During the fourth quarter of fiscal 2006, the Company redeemed
16,839,881 Accenture Ltd Class X common shares pursuant to
its bye-laws. Accenture Ltd Class X common shares are
redeemable at their par value of $0.0000225 per share. |
41
Purchases and redemptions of shares of Accenture
subsidiaries
The following table provides additional information relating to
purchases and redemptions by Accenture of Accenture SCA
Class I common shares and Accenture Canada Holdings Inc.
exchangeable shares during the fourth quarter of fiscal 2006.
The Companys management believes the following table and
footnotes provide useful information regarding the share
purchase and redemption activity of the Company. Generally,
purchases and redemptions of Accenture SCA Class I common
shares and Accenture Canada Holdings Inc. exchangeable shares
reduce shares outstanding for purposes of computing earnings per
share.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate Dollar | |
|
|
|
|
|
|
|
|
Value of Shares | |
|
|
|
|
|
|
Total Number of | |
|
that May Yet Be | |
|
|
|
|
|
|
Shares Purchased as | |
|
Purchased Under | |
|
|
|
|
Average | |
|
Part of Publicly | |
|
Publicly | |
|
|
Total Number of | |
|
Price Paid | |
|
Announced Plans or | |
|
Announced Plans | |
Period |
|
Shares Purchased(1) | |
|
per Share | |
|
Programs | |
|
or Programs | |
|
|
| |
|
| |
|
| |
|
| |
Accenture SCA
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 1, 2006June 30, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class I common shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 1, 2006July 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class I common shares
|
|
|
6,250,637 |
|
|
$ |
28.28 |
|
|
|
|
|
|
|
|
|
August 1, 2006August 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class I common shares
|
|
|
2,352,530 |
|
|
$ |
28.39 |
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class I common shares(2)
|
|
|
8,603,167 |
|
|
$ |
28.31 |
|
|
|
|
|
|
|
|
|
Accenture Canada Holdings Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 1, 2006June 30, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchangeable shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July 1, 2006July 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchangeable shares
|
|
|
44,970 |
|
|
$ |
28.05 |
|
|
|
|
|
|
|
|
|
August 1, 2006August 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchangeable shares
|
|
|
36,037 |
|
|
$ |
28.54 |
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchangeable shares(2)
|
|
|
81,007 |
|
|
$ |
28.27 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
To date, the Board of Directors of Accenture has authorized an
aggregate of $4.2 billion for purchases and redemptions of
shares from our current and former senior executives and their
permitted transferees under our Senior Executive Trading Policy
and our prior Share Management Plan. At August 31, 2006, an
aggregate of $942 million remained available for these
purchases and redemptions. |
(2) |
During the fourth quarter of fiscal 2006, Accenture redeemed and
purchased a total of 8,603,167 Accenture SCA Class I common
shares and 81,007 Accenture Canada Holdings Inc. exchangeable
shares from current and former senior executives and their
permitted transferees. |
Purchases and redemptions of Accenture SCA Class II and
Class III common shares
During the fourth quarter of fiscal 2006, Accenture SCA redeemed
11,703,375 Accenture SCA Class III common shares from
Accenture. These redemptions were made in transactions unrelated
to publicly announced share plans or programs. Transactions
involving Accenture SCA Class II and Class III common
shares consist exclusively of inter-company transactions
undertaken to facilitate other corporate purposes. These
inter-company transactions do not reduce shares outstanding for
purposes of computing earnings per share reflected in the
Companys Consolidated Financial Statements under
Financial Statements and Supplementary Data.
42
|
|
ITEM 6. |
SELECTED FINANCIAL DATA |
The data as of August 31, 2006 and 2005 and for the years
ended August 31, 2006, 2005 and 2004 are derived from the
audited Consolidated Financial Statements and related Notes that
are included elsewhere in this report. The data as of
August 31, 2004, 2003 and 2002 and for the years ended
August 31, 2003 and 2002 are derived from audited
Consolidated Financial Statements and related Notes that are not
included in this report. The selected financial data should be
read in conjunction with Managements Discussion and
Analysis of Financial Condition and Results of Operations
and our Consolidated Financial Statements and related Notes
included elsewhere in this report.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, | |
|
|
| |
|
|
2006(1)(2)(3) | |
|
2005(3) | |
|
2004(3) | |
|
2003(3) | |
|
2002(3) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(in millions, except share and per share amounts) | |
Income Statement Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues before reimbursements
|
|
$ |
16,646 |
|
|
$ |
15,547 |
|
|
$ |
13,673 |
|
|
$ |
11,818 |
|
|
$ |
11,574 |
|
|
Reimbursements
|
|
|
1,582 |
|
|
|
1,547 |
|
|
|
1,440 |
|
|
|
1,579 |
|
|
|
1,531 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
18,228 |
|
|
|
17,094 |
|
|
|
15,113 |
|
|
|
13,397 |
|
|
|
13,105 |
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services before reimbursable expenses
|
|
|
11,652 |
|
|
|
10,455 |
|
|
|
9,057 |
|
|
|
7,508 |
|
|
|
6,897 |
|
|
|
Reimbursable expenses
|
|
|
1,582 |
|
|
|
1,547 |
|
|
|
1,440 |
|
|
|
1,579 |
|
|
|
1,531 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services
|
|
|
13,234 |
|
|
|
12,002 |
|
|
|
10,497 |
|
|
|
9,087 |
|
|
|
8,428 |
|
|
Sales and marketing
|
|
|
1,708 |
|
|
|
1,558 |
|
|
|
1,488 |
|
|
|
1,459 |
|
|
|
1,566 |
|
|
General and administrative costs
|
|
|
1,493 |
|
|
|
1,512 |
|
|
|
1,340 |
|
|
|
1,319 |
|
|
|
1,616 |
|
|
Reorganization and restructuring (benefits) costs
|
|
|
(48 |
) |
|
|
(89 |
) |
|
|
29 |
|
|
|
(19 |
) |
|
|
111 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
16,387 |
|
|
|
14,983 |
|
|
|
13,355 |
|
|
|
11,846 |
|
|
|
11,720 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
1,841 |
|
|
|
2,111 |
|
|
|
1,759 |
|
|
|
1,551 |
|
|
|
1,385 |
|
Gain (loss) on investments, net
|
|
|
2 |
|
|
|
21 |
|
|
|
3 |
|
|
|
10 |
|
|
|
(321 |
) |
Interest income
|
|
|
130 |
|
|
|
108 |
|
|
|
60 |
|
|
|
41 |
|
|
|
46 |
|
Interest expense
|
|
|
(21 |
) |
|
|
(24 |
) |
|
|
(22 |
) |
|
|
(21 |
) |
|
|
(49 |
) |
Other (expense) income
|
|
|
(28 |
) |
|
|
(11 |
) |
|
|
|
|
|
|
32 |
|
|
|
15 |
|
Equity in losses of affiliates
|
|
|
|
|
|
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
(9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
1,924 |
|
|
|
2,206 |
|
|
|
1,799 |
|
|
|
1,613 |
|
|
|
1,068 |
|
Provision for income taxes
|
|
|
491 |
|
|
|
697 |
|
|
|
576 |
|
|
|
566 |
|
|
|
491 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before minority interest
|
|
|
1,433 |
|
|
|
1,509 |
|
|
|
1,223 |
|
|
|
1,047 |
|
|
|
576 |
|
Minority interest
|
|
|
(460 |
) |
|
|
(568 |
) |
|
|
(532 |
) |
|
|
(549 |
) |
|
|
(332 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
973 |
|
|
$ |
940 |
|
|
$ |
691 |
|
|
$ |
498 |
|
|
$ |
245 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Includes the financial impact of the resolution of the NHS
matter recorded during fiscal 2006. See Managements
Discussion and Analysis of Financial Condition and Results of
OperationsThe NHS Contracts. |
(2) |
Includes the impact of Statement of Financial Accounting
Standards No. 123R, Share-Based Payment.
For additional information, refer to Footnote 11
(Share-Based Compensation) to our Consolidated Financial
Statements under Financial Statements and Supplementary
Data. |
(3) |
May not total due to rounding. |
43
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(in millions, except share and per share amounts) | |
Weighted Average Class A Common Shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
589,099,824 |
|
|
|
588,505,335 |
|
|
|
553,298,104 |
|
|
|
468,592,110 |
|
|
|
425,941,809 |
|
Diluted
|
|
|
893,810,585 |
|
|
|
960,853,814 |
|
|
|
1,003,081,228 |
|
|
|
996,982,549 |
|
|
|
1,023,950,170 |
|
Earnings Per Class A Common Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
1.65 |
|
|
$ |
1.60 |
|
|
$ |
1.25 |
|
|
$ |
1.06 |
|
|
$ |
0.57 |
|
Diluted
|
|
$ |
1.59 |
|
|
$ |
1.56 |
|
|
$ |
1.22 |
|
|
$ |
1.05 |
|
|
$ |
0.56 |
|
Dividends per common share
|
|
$ |
0.30 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of August 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
2003 | |
|
2002 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(in millions) | |
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
3,067 |
|
|
$ |
2,484 |
|
|
$ |
2,553 |
|
|
$ |
2,332 |
|
|
$ |
1,317 |
|
Working capital
|
|
|
1,537 |
|
|
|
1,754 |
|
|
|
1,745 |
|
|
|
1,729 |
|
|
|
723 |
|
Total assets
|
|
|
9,418 |
|
|
|
8,957 |
|
|
|
8,013 |
|
|
|
6,459 |
|
|
|
5,479 |
|
Long-term debt, net of current portion
|
|
|
27 |
|
|
|
44 |
|
|
|
32 |
|
|
|
14 |
|
|
|
3 |
|
Shareholders equity
|
|
|
1,894 |
|
|
|
1,697 |
|
|
|
1,472 |
|
|
|
832 |
|
|
|
475 |
|
|
|
ITEM 7. |
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS |
The following discussion and analysis should be read in
conjunction with our Consolidated Financial Statements and
related Notes included elsewhere in this Annual Report on
Form 10-K. This
discussion and analysis also contains forward-looking statements
and should also be read in conjunction with the disclosures and
information contained in Disclosure Regarding
Forward-Looking Statements and Risk Factors in
this Annual Report on
Form 10-K.
We use the terms Accenture, we,
our Company, 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
fiscal 2006 or fiscal year 2006 means
the 12-month period
that ended on August 31, 2006. All references to quarters,
unless otherwise noted, refer to the quarters of our fiscal
year.
Overview
Revenues are driven by the ability of our executives to secure
new contracts 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
deliver market-leading service offerings and to deploy skilled
teams of professionals quickly and on a global basis.
Our results of operations are also affected by the economic
conditions, levels of business activity and rates of change in
the industries we serve, as well as 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 market
and technological changes early in their cycles is a key driver
of our performance. The current economic environment continues
to stimulate the technology spending of many companies. We are
also continuing to see an increase in the number of
opportunities from companies seeking revenue-generating
initiatives in the global economy in addition to cost-cutting
initiatives. We expect that
44
revenue growth rates across our segments may vary from quarter
to quarter during fiscal 2007 as economic conditions vary in
different industries and geographic markets.
Revenues before reimbursements for fiscal 2006 were
$16.65 billion, compared with $15.55 billion for
fiscal 2005, an increase of 7% in U.S. dollars and 9% in
local currency. Revenues before reimbursements for the fourth
quarter of fiscal 2006 were $3.97 billion, compared with
$3.92 billion for the fourth quarter of fiscal 2005, an
increase of 1% in U.S. dollars and remained flat in local
currency.
Consulting revenues before reimbursements for fiscal 2006 were
$9.89 billion, compared with $9.56 billion for fiscal
2005, an increase of 3% in U.S. dollars and 6% in local
currency. For the fourth quarter of fiscal 2006, consulting
revenues before reimbursements were $2.19 billion, compared
with $2.38 billion for the fourth quarter of fiscal 2005, a
decrease of 8% in U.S. dollars and 9% in local currency.
Outsourcing revenues before reimbursements for fiscal 2006 were
$6.75 billion, compared with $5.99 billion for fiscal
2005, an increase of 13% in U.S. dollars and 14% in local
currency. Outsourcing revenues before reimbursements for the
fourth quarter of fiscal 2006 were $1.77 billion, compared
with $1.55 billion for the fourth quarter of fiscal 2005,
an increase of 14% in U.S. dollars and 12% in local
currency. Outsourcing contracts typically have longer terms than
consulting contracts and generally have lower gross margins than
consulting contracts, particularly in the first year. Long-term
relationships with many of our clients continue to contribute to
our success in growing our outsourcing business. Long-term,
complex outsourcing contracts, including their consulting
components, require ongoing review of their terms and scope of
work, in light of our clients evolving business needs and
our performance expectations. Should the size or number of
modifications to these arrangements increase, as our business
continues to grow and these contracts evolve, we may experience
increased variability in expected cash flows, revenues and
profitability.
We previously entered into certain large, long-term contracts
(the NHS Contracts) under which we were engaged by
the National Health Service in England (the NHS) to
design, develop and deploy new patient administration,
assessment and care systems (the Systems) for local
healthcare providers and, subsequently, to provide ongoing
operational services (the Operational Services) once
these systems were deployed. During the second quarter of fiscal
2006, there were several developments that significantly
increased the risks and uncertainties associated with these
contracts and materially impacted our estimates of the contract
revenues and costs we expected to record in connection with the
NHS Contracts. To reflect our revised estimates with respect to
design, development and deployment, we recorded a
$450 million loss provision in the second quarter of fiscal
2006. On September 28, 2006, we entered into a tripartite
agreement (the NHS Transfer Agreement) with the
NHS and Computer Sciences Corporation (CSC), an
unrelated third party, under which we agreed to transfer to CSC
all of our rights and obligations under the NHS Contracts,
except those relating to the Picture Archiving Communication
System (PACS). This resulted in a $339 million
reduction in revenues before reimbursements in the fourth
quarter of fiscal 2006, as we reversed revenues before
reimbursements related to our design, development and deployment
activities previously recorded under the
percentage-of-completion method of accounting under the
assumption that these amounts would be recovered from billings
for deployment of the Systems. The impact of the
$339 million reduction in revenues before reimbursements
was offset by a decrease in Cost of services, including a
reversal of $396 million of the loss provision recorded in
the second quarter of fiscal 2006, partially offset by
impairment write downs on Operational Services assets totaling
$57 million. In connection with the Operational Services,
we expect losses of approximately $125 million during the
first half of fiscal 2007 associated with the transition and
wind-down of work
45
related to the NHS Transfer Agreement. We expect to complete the
transfer during the second quarter of fiscal 2007. Our remaining
obligations under the NHS Contracts are immaterial. See
The NHS Contracts.
As we are a global company, our revenues are denominated in
multiple currencies and may be significantly affected by
currency exchange-rate fluctuations. During the majority of
fiscal 2006, the weakening of various currencies versus the
U.S. dollar resulted in an unfavorable currency translation
and decreased our reported revenues, operating expenses and
operating income. In the fourth quarter of fiscal 2006, the
U.S. dollar weakened against other currencies, resulting in
favorable currency translation and greater reported
U.S. dollar revenues, operating expenses and operating
income. If this trend continues in fiscal 2007, our
U.S. dollar revenue growth may be higher than our growth in
local currency terms. If the U.S. dollar strengthens
against other currencies in fiscal 2007, our U.S. dollar
revenue growth may be lower than our growth in local currency.
The primary categories of operating expenses include cost of
services, sales and marketing and general and administrative
costs. Cost of services is primarily driven by the cost of
client-service personnel, which consists mainly of compensation,
sub-contractor and other personnel costs, and non-payroll
outsourcing costs. Cost of services as a percentage of revenues
is driven by the prices we obtain for our solutions and
services, the utilization of our client-service workforces and
the level of non-payroll costs associated with the growth of new
outsourcing contracts. Utilization represents the percentage of
our professionals time spent on billable work. Sales and
marketing expense is driven primarily by business-development
activities, the development of new service offerings, the level
of concentration of clients in a particular industry or market
and client-targeting, image-development and brand-recognition
activities. General and administrative costs primarily include
costs for non-client-facing personnel, information systems and
office space, which we seek to manage at levels consistent with
changes in activity levels in our business. Operating expenses
also include reorganization benefits and costs, which may vary
substantially from year to year.
Effective September 1, 2005, we adopted Statement of
Financial Accounting Standards (SFAS) No. 123R,
Share-Based Payment
(SFAS No. 123R), resulting in a change
in our method of recognizing share-based compensation expense.
Specifically, we now record compensation expense for employee
stock options and for our employee share purchase plan. Had we
expensed employee stock options and employee share purchase
rights for the three months ended and the year ended
August 31, 2005, we estimate that share-based compensation
expense would have increased by $69 million and
$218 million, respectively. For additional information, see
Footnote 11 (Share-based Compensation) to our Consolidated
Financial Statements under Financial Statements and
Supplementary Data.
Gross margins (revenues before reimbursements less cost of
services before reimbursable expenses) as a percentage of
revenues before reimbursements for the year and three months
ended August 31, 2006 were 30.0% and 34.1%, respectively,
compared with 32.8% and 33.0%, respectively, for the same
periods in fiscal 2005. The decrease in the annual gross margin
as a percentage of revenues before reimbursements was
principally due to the net impact of the NHS Transfer Agreement
and the second-quarter NHS adjustments. See The NHS
Contracts.
Our cost-management strategy is to anticipate changes in demand
for our services and to identify cost-management initiatives. A
primary element of this strategy is to aggressively plan and
manage our payroll costs to meet the anticipated demand for our
services, given that payroll costs are the most significant
portion of our operating expenses.
Our headcount increased to approximately 140,000 at
August 31, 2006 from approximately 123,000 at
August 31, 2005. Annualized attrition for the year and
three months ended August 31,
46
2006 was 18%, excluding involuntary terminations, consistent
with the year and three months ended August 31, 2005. We
continue to add substantial numbers of new employees and will
continue to actively recruit new employees to balance our mix of
skills and resources to meet current and projected future
demands, replace departing employees and expand our global
sourcing approach, which includes our network of delivery
centers and other capabilities around the world. We have
adjusted and may need to continue to adjust compensation during
fiscal 2007 in certain industry segments, skill sets and
geographies in order to attract and retain appropriate numbers
of qualified employees. Our margins and ability to grow our
business could be adversely affected if we do not continue to
manage attrition and if we do not effectively utilize and
assimilate substantial numbers of new employees into our
workforces.
Sales and marketing and general and administrative costs as a
percentage of revenues before reimbursements were 19% for fiscal
2006, compared with 20% for fiscal 2005. The decreases in these
costs as a percentage of revenues before reimbursements were
primarily due to lower spending in geographic facilities and
technology costs, partially offset by an increase in market- and
business-development activities.
Operating income as a percentage of revenues before
reimbursements decreased to 11.1% for the year ended
August 31, 2006 from 13.6% for the year ended
August 31, 2005. Operating income as a percentage of
revenues before reimbursements decreased to 12.6% for the three
months ended August 31, 2006 from 13.0% for the three
months ended August 31, 2005. Had we expensed employee
stock options and employee share purchase rights for the three
months and year ended August 31, 2005, we estimate that
operating income as a percentage of revenues before
reimbursements for the three months and year ended
August 31, 2005 would have decreased by 1.8 and
1.4 percentage points, respectively. The decrease in
operating income as a percentage of revenues before
reimbursements for the year ended August 31, 2006 was
principally due to the net impact of the NHS Transfer Agreement
and the second-quarter NHS adjustments and higher share-based
compensation expense as a result of the adoption of
SFAS No. 123R. See The NHS Contracts.
From time to time we purchase Accenture shares through our
open-market purchase program and also purchase, redeem and
exchange Accenture shares held by our current and former senior
executives and their permitted transferees. In fiscal 2006,
Accenture purchased $2,057 million of its shares. This
comprised $352 million for purchases of 15 million
Accenture Ltd Class A common shares and $1,704 million
for redemptions and purchases of 67.8 million Accenture SCA
Class I common shares and Accenture Canada Holdings Inc.
exchangeable shares held by our current and former senior
executives and their permitted transferees. During the fourth
quarter of fiscal 2006, Accenture redeemed and repurchased
8.7 million Accenture SCA Class I common shares and
Accenture Canada Holdings Inc. exchangeable shares held by our
current and former senior executives and their permitted
transferees for $246 million. On September 11, 2006,
Accenture SCA and one of its subsidiaries made a tender offer to
Accenture SCA Class I common shareholders that resulted in
the redemption and purchase, effective as of October 11, 2006 of
an aggregate of 7.5 million Accenture SCA Class I
common shares at a price of $24.75 per share. The total cash
outlay for these transactions was approximately $187 million.
The NHS Contracts
We previously entered into the NHS Contracts under which we were
engaged by the NHS to design, develop and deploy the Systems for
local healthcare providers and, subsequently, to provide the
Operational Services once these Systems were deployed. For the
purposes of our financial reporting, we separated these
components of the NHS Contracts into two units of accounting. The
47
revenues and costs from the NHS Contracts are apportioned
equally between our Government and Products operating groups.
|
|
|
Design, Development and
Deployment of the Systems |
We recognize revenues in connection with the design, development
and deployment of the Systems on the percentage-of-completion
method of accounting under American Institute of Certified
Public Accountants Statement of
Position 81-1,
Accounting for Performance of Construction-Type and
Certain Production-Type Contracts.
Percentage-of-completion accounting involves calculating the
percentage of services provided during the reporting period
compared with the total estimated services to be provided over
the duration of the contract. 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 may result
in increases or decreases to revenues and income and are
reflected in the periods in which they are first identified. If
our estimates at any point indicate that costs will exceed
revenues, a loss provision for the full anticipated loss is
recorded in the period it is first identified.
Our estimates of contract revenues and costs in connection with
the design, development and deployment of the Systems are
subject to underlying estimates and assumptions, including,
among others, those relating to our ability to design, develop
and deploy the Systems on a timely basis; the ability of our
subcontractors and others involved in the program to perform
adequately and on a timely basis; the level and timing of demand
for the Systems from local healthcare providers; and the
NHS ability to agree on detailed implementation plans and
other terms of the NHS Contracts.
During the second quarter of fiscal 2006, there were several
developments that significantly increased the risks and
uncertainties associated with the NHS Contracts and materially
impacted our estimates of the contract revenues and costs that
we expected to record in connection with the design, development
and deployment of the Systems. These developments included,
among other things, subcontractor performance issues,
modification of our planned deployment approach, expectations of
increased costs based upon current experience, and increased
uncertainty as to timing and level of deployment demand. Due to
these developments, in the second quarter of fiscal 2006 we
recorded a $450 million aggregate loss provision that was
reflected in Cost of services of our Government and Products
operating groups.
On September 28, 2006, we entered into the NHS Transfer
Agreement with the NHS and CSC under which we agreed to transfer
to CSC all of our rights and obligations under the NHS
Contracts, except those relating to PACS. We expect to complete
the transfer during the second quarter of fiscal 2007.
The NHS Transfer Agreement resulted in a $339 million
reduction in revenues before reimbursements in the fourth
quarter of fiscal 2006, as we reversed revenues before
reimbursements related to our design, development and deployment
activities previously recorded under the
percentage-of-completion method of accounting under the
assumption that these amounts would be recovered from billings
for deployment of the Systems. The impact of the
$339 million reduction in revenues before reimbursements
was offset by a decrease in Cost of services, including a
reversal of $396 million of the loss provision recorded in
the second quarter of fiscal 2006.
We record costs as they are incurred and record revenues as the
services are performed and amounts are earned in connection with
the Operational Services. Under the terms of the NHS Transfer
Agreement, we will transition the Operational Services to CSC
during the first half of fiscal 2007. In
48
addition, during the fourth quarter of fiscal 2006 we recorded
impairment write downs on Operational Services assets totaling
$57 million. In connection with the Operational Services,
we expect losses of approximately $125 million during the
first half of fiscal 2007 associated with the transition and
wind-down of work related to the NHS Transfer Agreement. We
expect to complete the transfer during the second quarter of
fiscal 2007.
In addition to the transition and wind-down costs related to the
Operational Services, during 2007 we will repay approximately
$120 million to the NHS, representing the difference
between the deployment and services billings that we received
under the NHS Contracts during their terms and the amounts we
are entitled to retain by agreement under the NHS Transfer
Agreement. On October 4, 2006, we also remitted
approximately $50 million in settlement of liabilities in
connection with the NHS Transfer Agreement. These amounts are
recorded in Other accrued liabilities in the Consolidated
Balance Sheet as of August 31, 2006.
Bookings and Backlog
New contract bookings for the year ended August 31, 2006
were $20,362 million, an increase of 13% from the year
ended August 31, 2005, with consulting bookings increasing
9%, to $10,608 million, and outsourcing bookings increasing
18%, to $9,754 million. The increase in new contract
bookings during fiscal 2006 was attributable to strong contract
signings across both types of work, without particular dominance
by one geographic region. New contract bookings for the three
months ended August 31, 2006 were $4,924 million, a
decrease of $235 million, or 5%, from new bookings of
$5,159 million for the three months ended August 31,
2005, with consulting bookings increasing 5%, to
$2,542 million, and outsourcing bookings decreasing 13%, to
$2,382 million.
We provide information regarding our new contract bookings
because we believe doing so provides useful trend information
regarding changes in the volume of our new business over time.
However, the timing of large new contract bookings can
significantly affect the level of bookings in a particular
quarter. Information regarding our new bookings is not
comparable to, nor should it be substituted for, an analysis of
our revenues over time. There are no third-party standards or
requirements governing the calculation of bookings. New contract
bookings involve estimates and judgments regarding new contracts
as well as renewals, extensions and additions to existing
contracts. Subsequent cancellations, extensions and other
matters may affect the amount of bookings previously reported.
New contract bookings are recorded using then existing currency
exchange rates and are not subsequently adjusted for currency
fluctuations.
The majority of our contracts are terminable by the client on
short notice or without notice. Accordingly, we do not believe
it is appropriate to characterize bookings attributable to 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.
Critical Accounting Policies and Estimates
The preparation of our Consolidated Financial Statements in
conformity with U.S. generally accepted accounting
principles requires us to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of
the Consolidated Financial Statements and the reported amounts
of revenues and expenses. We continually evaluate our estimates,
judgments and assumptions based on available information and
49
experience. Because the use of estimates is inherent in the
financial reporting process, actual results could differ from
those estimates. Certain of our accounting policies require
higher degrees of judgment than others in their application.
These include certain aspects of accounting for revenue
recognition, income taxes, variable compensation and defined
benefit pension plans.
Revenue Recognition
Our contracts have different terms based on the scope,
deliverables and complexity of the engagement, the terms of
which frequently require Accenture to make judgments and
estimates in recognizing revenues. We have many types of
contracts, including time-and-materials contracts, fixed-price
contracts and contracts with features of both of these contract
types. In addition, some contracts include incentives related to
costs incurred, benefits produced or adherence to schedule that
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.
We recognize revenues from technology integration consulting
contracts using the
percentage-of-completion
method pursuant to the American Institute of Certified Public
Accountants Statement of Position 81-1, Accounting for
Performance of Construction Type and Certain Production-Type
Contracts (SOP 81-1).
Percentage-of-completion
accounting involves calculating the percentage of services
provided during the reporting period compared with the total
estimated services to be provided over the duration of the
contract. Estimated revenues for applying the
percentage-of-completion
method include estimated incentives for which achievement of
defined goals is deemed probable. This method is followed where
reasonably dependable estimates of revenues and costs 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 may result in increases or
decreases to revenues and income and are reflected in the
Consolidated Financial Statements in the periods in which they
are first identified. If our estimates indicate that a contract
loss will occur, a loss provision is recorded in the period in
which the loss first becomes probable and reasonably estimable.
Contract losses are determined to be the amount by which the
estimated direct and indirect costs of the contract exceed the
estimated total revenues that will be generated by the contract
and are included in Cost of services and classified in Other
accrued liabilities in the Consolidated Balance Sheet. Contract
loss provisions recorded as of August, 31, 2006 and 2005
are immaterial.
Revenues from contracts for non-technology integration
consulting services with fees based on time and materials or
cost-plus are recognized as the services are performed and
amounts are earned in accordance with SEC Staff Accounting
Bulletin (SAB) No. 101, Revenue
Recognition in Financial Statements
(SAB 101), as amended by
SAB No. 104, Revenue Recognition
(SAB 104). We consider amounts to be earned
once evidence of an arrangement has been obtained, services are
delivered, fees are fixed or determinable, and collectibility is
reasonably assured. In such contracts, our efforts, measured by
time incurred, typically represent the contractual milestones or
output measure, which is the contractual earnings pattern. For
non-technology integration consulting contracts with fixed fees,
we recognize revenues as amounts become billable in accordance
with contract terms, provided the billable amounts are not
contingent, are consistent with the services delivered, and are
earned. Contingent or incentive revenues relating to
non-technology integration consulting contracts are recognized
when the contingency is satisfied and we conclude the amounts
are earned.
Outsourcing contracts typically span several years and involve
complex delivery, often through multiple workforces in different
countries. In a number of these arrangements, we hire client
employees and become responsible for certain client obligations.
Revenues are recognized on
50
outsourcing contracts as amounts become billable in accordance
with contract terms, unless the amounts are billed in advance of
performance of services in which case revenues are recognized
when the services are performed and amounts are earned in
accordance with SAB 101, as amended by SAB 104.
Revenues from time-and-materials or cost-plus contracts are
recognized as the services are performed. In such contracts, our
effort, measured by time incurred, represents the contractual
milestones or output measure, which is the contractual earnings
pattern. Revenues from unit-priced contracts are recognized as
transactions are processed based on objective measures of
output. Revenues from fixed-price contracts are recognized on a
straight-line basis, unless revenues are earned and obligations
are fulfilled in a different pattern. 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 and we conclude the
amounts are earned. We continuously review and reassess our
estimates of contract profitability. Circumstances that
potentially affect profitability over the life of the contract
include decreases in volumes of transactions or other
inputs/outputs on which we are paid, failure to deliver agreed
benefits, variances from planned internal/external costs to
deliver our services, and other factors affecting revenues and
costs.
Costs related to delivering outsourcing services are expensed as
incurred with the exception of certain transition costs related
to the set-up of
processes, personnel and systems, which are deferred during the
transition period and expensed evenly over the period
outsourcing services are provided. The deferred costs are
specific internal costs or incremental external costs directly
related to transition or
set-up activities
necessary to enable the outsourced services. Deferred amounts
are protected in the event of early termination of the contract
and are monitored regularly for impairment. Impairment losses
are recorded when projected undiscounted operating cash flows of
the related contract are not sufficient to recover the carrying
amount of contract assets. Amounts billable to the client for
transition or set-up
activities are deferred and recognized as revenue evenly over
the period outsourcing services are provided.
Revenues for contracts with multiple elements are allocated
pursuant to Emerging Issues Task Force
Issue 00-21,
Accounting for Revenue Arrangements with Multiple
Deliverables, based on the lesser of the
elements relative fair value or the amount that is not
contingent on future delivery of another element. If the amount
of non-contingent revenues allocated to a delivered element is
less than the costs to deliver such services, then such costs
are deferred and recognized in future periods when the revenues
become non-contingent. Fair value is determined based on the
prices charged when each element is sold separately. Revenues
are recognized in accordance with our accounting policies for
the separate elements when the services have value on a
stand-alone basis, fair value of the separate elements exists
and, in arrangements that include a general right of refund
relative to the delivered element, performance of the
undelivered element is considered probable and substantially in
our control. While determining fair value and identifying
separate elements require judgment, generally fair value and the
separate elements are readily identifiable as we also sell those
elements unaccompanied by other elements.
Revenues recognized in excess of billings are recorded as
Unbilled services. Billings in excess of revenues recognized are
recorded as Deferred revenues until revenue recognition criteria
are met. Client prepayments (even if nonrefundable) are deferred
(i.e., classified as a liability) and recognized over future
periods as services are delivered or performed.
Our consulting revenues are affected by the number of work days
in the fiscal quarter, which in turn is affected by the level of
vacation days and holidays. Consequently, since we typically
have approximately 5 to 10 percent more work days in our
first and third quarters than in our second and
51
fourth quarters, our revenues are typically higher in our first
and third quarters than in our second and fourth quarters.
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.
Income Taxes
Determining the consolidated provision for income tax expense,
income tax liabilities and deferred tax assets and liabilities
involves judgment. As a global company, we calculate and provide
for income taxes in each of the tax jurisdictions in which we
operate. This involves estimating current tax exposures in each
jurisdiction as well as making judgments regarding the
recoverability of deferred tax assets. Tax exposures can involve
complex issues and may require an extended period to resolve.
Changes in the geographic mix or estimated level of annual
income before taxes can affect the overall effective tax rate.
We apply an estimated annual effective tax rate to our quarterly
operating results to determine the provision for income tax
expense. In the event there is a significant unusual or
infrequent item recognized in our quarterly operating results,
the tax attributable to that item is recorded in the interim
period in which it occurs. Our effective tax rate for fiscal
2006 was 25.5%, compared with 31.6% for fiscal 2005.
No taxes have been provided on undistributed foreign earnings
that are planned to be indefinitely reinvested. If future
events, including material changes in estimates of cash, working
capital and long-term investment requirements, necessitate that
these earnings be distributed, an additional provision for
withholding taxes may apply, which could materially affect our
future effective tax rate.
As a matter of course, the Company is regularly audited by
various taxing authorities, and sometimes these audits result in
proposed assessments where the ultimate resolution may result in
the Company owing additional taxes. We establish reserves when,
despite our belief that our tax return positions are appropriate
and supportable under local tax law, we believe certain
positions are likely to be challenged and we may not succeed in
realizing the tax benefit. We evaluate these reserves each
quarter and adjust the reserves and the related interest in
light of changing facts and circumstances regarding the
probability of realizing tax benefits, such as the progress of a
tax audit or the expiration of a statute of limitations. We
believe the estimates and assumptions used to support our
evaluation of tax benefit realization are reasonable. However,
final determinations of prior-year tax liabilities, either by
settlement with tax authorities or expiration of statutes of
limitations, could be materially different than estimates
reflected in assets and liabilities and historical income tax
provisions. The outcome of these final determinations could have
a material effect on our income tax provision, net income, or
cash flows in the period in which that determination is made.
The Company believes its tax positions comply with applicable
tax law and that it has adequately provided for any known tax
contingencies.
Defined Benefit Pension Plans
In the United States and certain other countries, Accenture
maintains and administers defined benefit pension plans. The
annual cost of these plans can be significantly affected by
changes in assumptions and differences between expected and
actual experience. Accenture utilizes actuarial methods required
by SFAS No. 87, Employers Accounting for
Pensions, (SFAS No. 87) to account
for defined benefit pension plans. The actuarial methods require
numerous assumptions to calculate
52
the net periodic pension benefit expense and the related
projected benefit obligation for our defined benefit pension
plans. Two of the most significant assumptions are the discount
rates and expected long-term rate of return on plan assets. In
making these assumptions, we are required to consider current
market conditions, including changes in interest rates. Changes
in the related net periodic pension costs may occur in the
future due to changes in these and other assumptions. Our
assumptions reflect our historical experience and
managements best judgment regarding future expectations.
The assumptions, assets and liabilities used to measure our
annual pension expense are determined as of June 30 or
August 31 for our U.S. and
non-U.S. benefit
plans.
Key assumptions used to determine annual pension expense are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits | |
|
|
| |
|
|
2007 | |
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
| |
|
|
|
|
Non-U.S. | |
|
|
|
Non-U.S. | |
|
|
|
Non-U.S. | |
|
|
U.S. Plans | |
|
Plans | |
|
U.S. Plans | |
|
Plans | |
|
U.S. Plans | |
|
Plans | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Discount rate
|
|
|
6.50 |
% |
|
|
4.68 |
% |
|
|
5.25 |
% |
|
|
4.28 |
% |
|
|
6.25 |
% |
|
|
4.93 |
% |
Expected return on plan assets
|
|
|
7.50 |
% |
|
|
5.67 |
% |
|
|
7.50 |
% |
|
|
5.57 |
% |
|
|
7.50 |
% |
|
|
5.19 |
% |
Rate of increase in future compensation
|
|
|
4.50 |
% |
|
|
3.45 |
% |
|
|
4.50 |
% |
|
|
3.27 |
% |
|
|
4.50 |
% |
|
|
3.16 |
% |
An assumed discount rate is required to be used in each pension
plan actuarial valuation. The discount rate is a significant
assumption. Our methodology for selecting the discount rate for
our U.S. Plans is to match the plans cash flows to
that of a yield curve that provides the equivalent yields on
zero-coupon corporate bonds for each maturity. The discount rate
assumption for our
Non-U.S. Plans
reflects the market rate for high-quality, fixed-income debt
instruments. Both discount rate assumptions are based on the
expected duration of the benefit payments for each of the
Companys pension plans as of the annual measurement date
and is subject to change each year. Our estimated
U.S. pension expense for fiscal 2007 reflects a
125 basis point increase in our discount rate, while our
non-U.S. estimated
pension expense for fiscal 2007 reflects a 40 basis point
increase in our discount rate. These changes in discount rate
will decrease estimated pension expense in fiscal 2007 by
approximately $45.6 million.
A 25 basis point increase in the discount rate would
decrease our annual pension expense by $7.7 million. A
25 basis point decrease in the discount rate would increase
our annual pension expense by $8.2 million.
|
|
|
Expected Return on Plan
Assets |
The expected long-term rate of return on plan assets should,
over time, approximate the actual long-term returns on pension
plan assets. The expected return on plan assets assumption is
based on historical returns and the future expectations for
returns for each asset class, as well as the target asset
allocation of the asset portfolio. A 7.50% expected return on
plan assets assumption was used for both fiscal 2007 and 2006
for the U.S. plans, while the expected return on plan
assets assumptions for the
non-U.S. plans
were 5.67% and 5.57% in fiscal 2007 and 2006, respectively.
A 25 basis point increase in our return on plan assets
would decrease our annual pension expense by $3.1 million.
A 25 basis point decrease in our return on plan assets
would increase our annual pension expense by $3.1 million.
U.S. generally accepted accounting principles include
mechanisms that serve to limit the volatility in our earnings
which otherwise would result from recording changes in the value
of plan assets and benefit obligations in our Consolidated
Financial Statements in the periods in which those
53
changes occur. For example, while the expected long-term rate of
return on plan assets should, over time, approximate the actual
long-term returns, differences between the expected and actual
returns could occur in any given year. These differences
contribute to the deferred actuarial gains or losses, which are
then amortized over time. For Accenture, positive market returns
occurred for fiscal 2006 and 2005, causing actual pension plan
asset returns to exceed our expected returns.
Our U.S. pension plans include plans covering certain
U.S. employees and former employees, as well as a frozen
plan related to basic retirement benefits for former
pre-incorporation partners. At August 31, 2006, our
U.S. employee plans had a projected benefit obligation of
$718 million and assets of $802 million, after taking
into account $25 million in contributions made in fiscal
2006. No fiscal 2007 contributions will be required for the
U.S. employee pension plans. We have not determined whether
we will make additional voluntary contributions for
U.S. employee pension plans in fiscal 2007. The frozen plan
for former partners is unfunded and had a projected benefit
obligation of $122 million at August 31, 2006.
Non-U.S. pension
plan obligations totaled $616 million at August 31,
2006, while
non-U.S. pension
assets totaled $458 million. We contributed
$61 million to
non-U.S. plans in
fiscal 2006 and expect to contribute $45 million in fiscal
2007.
Pension expense was $151 million and $114 million for
fiscal 2006 and 2005, respectively. Pension expense for fiscal
2007 is estimated to be approximately $104 million. The
fiscal 2007 pension expense estimate incorporates the 2007
assumptions described above, as well as the impact of increased
pension plan assets resulting from our U.S. pension plan
discretionary contributions of $25 million made in fiscal
2006.
SFAS No. 87 requires us to recognize a minimum pension
liability if the fair value of pension assets is less than the
accumulated benefit obligation. For additional information,
refer to Footnote 10 (Retirement and Profit Sharing Plans)
to our Consolidated Financial Statements under Financial
Statements and Supplementary Data. Additional charges to
equity may be required in the future, depending on future
contributions made to our pension plans, returns on pension plan
assets and interest rates.
Revenues by Segment/ Operating Group
Our five reportable operating segments are our operating groups,
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 revenues before reimbursements
are a better indicator of operating group performance than
revenues. From time to time, our operating groups work together
to sell and implement certain contracts. The resulting revenues
and costs from these contracts may be apportioned among the
participating operating groups. Generally, operating expenses
for each operating group have similar characteristics and are
subject to the same factors, pressures and challenges. However,
the economic environment and its effects on the industries
served by our operating groups affect revenues and operating
expenses within our operating groups to differing degrees.
Decisions relating to staffing levels are not made uniformly
across our operating segments, due in part to the needs of our
operating groups to tailor their workforces to meet the specific
needs of their businesses. The shift in mix toward outsourcing
contracts is not uniform among our operating groups and,
consequently, neither is the impact on operating group results
caused by this shift. Local currency fluctuations also tend to
affect our operating groups differently, depending on the
geographic concentrations and locations of their businesses.
54
Revenues for each of our operating groups, geographic regions
and types of work were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of Total | |
|
|
|
|
|
|
|
|
|
|
Revenues | |
|
|
|
|
|
|
|
|
|
|
Before | |
|
|
|
|
|
|
|
|
|
|
Reimbursements | |
|
|
|
|
|
|
|
|
for the Year | |
|
|
Year Ended | |
|
Percent | |
|
Percent | |
|
Ended | |
|
|
August 31, | |
|
Increase | |
|
Increase | |
|
August 31, | |
|
|
| |
|
(Decrease) | |
|
Local | |
|
| |
|
|
2006 | |
|
2005 | |
|
US$ | |
|
Currency | |
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(in millions) | |
|
|
|
|
|
|
|
|
OPERATING GROUPS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Communications & High Tech
|
|
$ |
4,177 |
|
|
$ |
4,001 |
|
|
|
4 |
% |
|
|
6 |
% |
|
|
25 |
% |
|
|
26 |
% |
|
Financial Services
|
|
|
3,558 |
|
|
|
3,408 |
|
|
|
4 |
|
|
|
7 |
|
|
|
22 |
|
|
|
22 |
|
|
Government
|
|
|
2,221 |
|
|
|
2,172 |
|
|
|
2 |
|
|
|
4 |
|
|
|
13 |
|
|
|
14 |
|
|
Products
|
|
|
4,011 |
|
|
|
3,570 |
|
|
|
12 |
|
|
|
15 |
|
|
|
24 |
|
|
|
23 |
|
|
Resources
|
|
|
2,666 |
|
|
|
2,389 |
|
|
|
12 |
|
|
|
12 |
|
|
|
16 |
|
|
|
15 |
|
|
Other
|
|
|
13 |
|
|
|
7 |
|
|
|
n/m |
|
|
|
n/m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL Revenues Before Reimbursements
|
|
|
16,646 |
|
|
|
15,547 |
|
|
|
7 |
% |
|
|
9 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reimbursements
|
|
|
1,582 |
|
|
|
1,547 |
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL REVENUES
|
|
$ |
18,228 |
|
|
$ |
17,094 |
|
|
|
7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GEOGRAPHY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas
|
|
$ |
7,741 |
|
|
$ |
6,730 |
|
|
|
15 |
% |
|
|
14 |
% |
|
|
46 |
% |
|
|
43 |
% |
|
EMEA(1)
|
|
|
7,644 |
|
|
|
7,735 |
|
|
|
(1 |
) |
|
|
3 |
|
|
|
46 |
|
|
|
50 |
|
|
Asia Pacific
|
|
|
1,261 |
|
|
|
1,082 |
|
|
|
17 |
|
|
|
20 |
|
|
|
8 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL Revenues Before Reimbursements
|
|
$ |
16,646 |
|
|
$ |
15,547 |
|
|
|
7 |
% |
|
|
9 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TYPE OF WORK
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consulting
|
|
$ |
9,892 |
|
|
$ |
9,559 |
|
|
|
3 |
% |
|
|
6 |
% |
|
|
59 |
% |
|
|
61 |
% |
|
Outsourcing
|
|
|
6,754 |
|
|
|
5,988 |
|
|
|
13 |
|
|
|
14 |
|
|
|
41 |
|
|
|
39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL Revenues Before Reimbursements
|
|
$ |
16,646 |
|
|
$ |
15,547 |
|
|
|
7 |
% |
|
|
9 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
n/m = not meaningful
|
|
(1) |
EMEA includes Europe, the Middle East and Africa. |
The Company conducts business in the following countries that
individually comprised more than 10% of consolidated revenues
before reimbursements within the last three years:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
United States
|
|
|
39 |
% |
|
|
37 |
% |
|
|
39 |
% |
United Kingdom
|
|
|
13 |
|
|
|
17 |
|
|
|
16 |
|
Year Ended August 31, 2006 Compared to Year Ended
August 31, 2005
Revenues
Our Communications & High Tech operating group achieved
revenues before reimbursements of $4,177 million in fiscal
2006, compared with $4,001 million in fiscal 2005, an
increase of 4% in U.S. dollars and 6% in local currency
terms. The increase was primarily due to revenue growth in our
55
Electronics & High Tech industry group across all
geographic regions, consulting growth in our Americas and Asia
Pacific regions and outsourcing growth in our EMEA and Asia
Pacific regions.
Our Financial Services operating group achieved revenues before
reimbursements of $3,558 million in fiscal 2006, compared
with $3,408 million in fiscal 2005, an increase of 4% in
U.S. dollars and 7% in local currency terms. The increase
was driven by revenue growth in our Banking industry group
across all regions and in our Insurance industry group in our
Americas and Asia Pacific regions. This revenue growth was
partially offset by revenue declines in our Capital Markets
industry group in the Americas and EMEA regions and in our
Insurance industry group in the EMEA region.
Our Government operating group achieved revenues before
reimbursements of $2,221 million in fiscal 2006, compared
with $2,172 million in fiscal 2005, an increase of 2% in
U.S. dollars and 4% in local currency terms. The increase
was due to strong outsourcing revenue growth across all
geographic regions, partially offset by a $169 million
reduction in consulting revenues associated with the resolution
of the NHS matter recorded during the fourth quarter of fiscal
2006. See The NHS Contracts.
Our Products operating group achieved revenues before
reimbursements of $4,011 million in fiscal 2006, compared
with $3,570 million in fiscal 2005, an increase of 12% in
U.S. dollars and 15% in local currency terms, with both
consulting and outsourcing contributing to the growth in
revenues. The increase was primarily driven by strong revenue
growth in our Americas region, particularly in our
Health & Life Sciences, Retail, Consumer
Goods & Services and Industrial Equipment industry
groups. Our Consumer Goods & Services and Industrial
Equipment industry groups also had strong growth in our EMEA
region. In addition, Products revenues were positively affected
by revenues recognized in connection with a contract termination
in our Retail industry group in our EMEA region during the third
quarter of fiscal 2006. These increases were partially offset by
a $169 million reduction in consulting revenues associated
with the resolution of the NHS matter recorded during the fourth
quarter of fiscal 2006. See The NHS Contracts.
Our Resources operating group achieved revenues before
reimbursements of $2,666 million in fiscal 2006, compared
with $2,389 million in fiscal 2005, an increase of 12% in
both U.S. dollars and local currency terms, with both
consulting and outsourcing contributing to the growth in
revenues. We experienced strong revenue growth in our Energy,
Chemicals and Natural Resources industry groups across all
geographic regions. In our Utilities industry group, we had
strong growth in our Americas region, offset by revenue declines
in our EMEA and Asia Pacific regions.
Our Americas region achieved revenues before reimbursements of
$7,741 million in fiscal 2006, compared with
$6,730 million for fiscal 2005, an increase of 15% in
U.S. dollars and 14% in local currency terms. Growth was
primarily due to our business in the United States, Canada and
Brazil.
Our EMEA region recorded revenues before reimbursements of
$7,644 million for fiscal 2006, compared with
$7,735 million for fiscal 2005, a decrease of 1% in
U.S. dollars and an increase of 3% in local currency terms.
The decrease was primarily due to a decline in our business in
the United Kingdom, including the impact of a $339 million
reduction in consulting revenues associated with the resolution
of the NHS matter recorded during the fourth quarter of fiscal
2006. See The NHS Contracts. This decline was
partially offset by growth in our business in Italy, Ireland,
France, Belgium, the Netherlands, Germany and Spain.
Our Asia Pacific region achieved revenues before reimbursements
of $1,261 million in fiscal 2006, compared with
$1,082 million for fiscal 2005, an increase of 17% in
U.S. dollars and 20% in
56
local currency terms. The increase in revenues was primarily
driven by our business in Australia, China and Japan.
Operating Expenses
Operating expenses were $16,387 million in fiscal 2006, an
increase of $1,404 million, or 9%, over fiscal 2005 and
increased as a percentage of revenues to 90% in fiscal 2006 from
88% in fiscal 2005. As a percentage of revenues before
reimbursements, operating expenses before reimbursable expenses
were 89% and 86% in fiscal 2006 and 2005, respectively.
Operating expenses for fiscal 2006 included share-based
compensation expense of $271 million, or 2% of revenues
before reimbursements, compared with share-based compensation
expense of $88 million, or 1% of revenues before
reimbursements, for fiscal 2005. Had we expensed employee stock
options and employee share purchase rights during fiscal 2005,
we estimate that operating expenses would have included
$306 million in total share-based compensation expense, or
2% of revenues before reimbursements.
Cost of services was $13,234 million in fiscal 2006, an
increase of $1,232 million, or 10%, over fiscal 2005 and an
increase as a percentage of revenues to 73% in fiscal 2006 from
70% in fiscal 2005. Cost of services before reimbursable
expenses was $11,652 million in fiscal 2006, an increase of
$1,198 million, or 11%, from fiscal 2005. Cost of services
before reimbursable expenses increased as a percentage of
revenues before reimbursements to 70% in fiscal 2006 from 67% in
fiscal 2005. Gross margins (revenues before reimbursements less
cost of services before reimbursements) decreased to 30.0% of
revenues before reimbursements in fiscal 2006 from 32.8% in
fiscal 2005.
The increase in Cost of services and the decrease in gross
margins as a percentage of revenues before reimbursements were
due primarily to operating losses associated with the net impact
of the NHS Transfer Agreement and the second-quarter NHS
adjustments. See The NHS Contracts.
Sales and marketing expense was $1,708 million in fiscal
2006, an increase of $150 million, or 10%, over fiscal 2005
and remained flat as a percentage of revenues before
reimbursements at 10% in fiscal 2006 compared with fiscal
2005.
|
|
|
General and Administrative
Costs |
General and administrative costs were $1,493 million in
fiscal 2006, a decrease of $19 million, or 1%, from fiscal
2005 and decreased as a percentage of revenues before
reimbursements to 9% in fiscal 2006 from 10% in fiscal 2005. The
decrease was primarily due to lower spending in geographic
facilities and technology costs.
We recorded net reorganization benefits of $48 million
during fiscal 2006, which included a $72 million reduction
in reorganization liabilities offset by $24 million of
interest expense associated with carrying these liabilities. At
August 31, 2006, the remaining liability for reorganization
costs was $351 million, of which $267 million was
classified as current liabilities because expirations of
statutes of limitations could occur within 12 months.
During fiscal 2005, we recorded net reorganization benefits of
$89 million, which included a $115 million reduction
in reorganization liabilities offset by $26 million of
interest expense associated with carrying these liabilities. In
both periods, the reduction in liabilities was primarily due to
final determinations of certain reorganization
57
liabilities established in connection with our transition to a
corporate structure in 2001. For additional information, refer
to Footnote 3 (Restructuring and Reorganization (Benefits)
Costs) to our Consolidated Financial Statements under
Financial Statements and Supplementary Data. We
anticipate that reorganization liabilities will be substantially
diminished by the end of fiscal 2008 because the final statutes
of limitations will have expired in a number of tax
jurisdictions by the end of that year. However, tax audits or
litigation may delay final settlements. Final settlement will
result in a payment on a final settlement and/or recording a
reorganization benefit or cost in our Consolidated Income
Statement.
Operating Income
Operating income was $1,841 million in fiscal 2006, a
decrease of $270 million, or 13%, from fiscal 2005.
Operating income as a percentage of revenues before
reimbursements was 11.1% and 13.6% in fiscal 2006 and 2005,
respectively. Excluding the effects of Reorganization benefits
during fiscal 2006, Operating income as a percentage of revenues
before reimbursements would have decreased by 0.5 percentage
points. Had we expensed employee stock options and employee
share purchase rights during fiscal 2005 and adjusted for
Reorganization benefits, operating income as a percentage of
revenues before reimbursements for fiscal 2005 would have
decreased by 2.2 percentage points. The decreases in
operating income and operating income as a percentage of
revenues before reimbursements were principally due to operating
losses associated with the net impact of the NHS Transfer
Agreement and the second-quarter NHS adjustments, partially
offset by lower general and administrative costs as a percentage
of revenues before reimbursements. See The NHS
Contracts.
Operating income for each of the operating groups was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, | |
|
|
| |
|
|
|
|
Effect of | |
|
|
|
|
|
|
Reorganization | |
|
Net Increase | |
|
|
2006 | |
|
2005 | |
|
Decrease | |
|
Adjustments(1) | |
|
Benefits(2) | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(in millions) | |
Communications & High Tech
|
|
$ |
631 |
|
|
$ |
673 |
|
|
$ |
(42 |
) |
|
$ |
52 |
|
|
$ |
11 |
|
|
$ |
21 |
|
Financial Services
|
|
|
388 |
|
|
|
500 |
|
|
|
(112 |
) |
|
|
52 |
|
|
|
11 |
|
|
|
(49 |
) |
Government
|
|
|
83 |
|
|
|
169 |
|
|
|
(86 |
) |
|
|
27 |
|
|
|
6 |
|
|
|
(53 |
) |
Products
|
|
|
400 |
|
|
|
413 |
|
|
|
(13 |
) |
|
|
52 |
|
|
|
9 |
|
|
|
48 |
|
Resources
|
|
|
339 |
|
|
|
356 |
|
|
|
(17 |
) |
|
|
35 |
|
|
|
6 |
|
|
|
24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,841 |
|
|
$ |
2,111 |
|
|
$ |
(270 |
) |
|
$ |
218 |
|
|
$ |
43 |
|
|
$ |
(9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Adjustments represent the estimated amounts that would have been
incurred had we expensed employee stock options and employee
share purchase rights for fiscal year ended August 31, 2005. |
(2) |
Reorganization benefits recorded during the period were
allocated to the reportable operating groups as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
Change | |
|
|
| |
|
| |
|
| |
|
|
(in millions) | |
Communications & High Tech
|
|
$ |
(17 |
) |
|
$ |
(28 |
) |
|
$ |
11 |
|
Financial Services
|
|
|
(15 |
) |
|
|
(26 |
) |
|
|
11 |
|
Government
|
|
|
(11 |
) |
|
|
(17 |
) |
|
|
6 |
|
Products
|
|
|
(18 |
) |
|
|
(27 |
) |
|
|
9 |
|
Resources
|
|
|
(11 |
) |
|
|
(17 |
) |
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
(72 |
) |
|
$ |
(115 |
) |
|
$ |
43 |
|
|
|
|
|
|
|
|
|
|
|
58
The following commentary includes the effect on Operating income
had we expensed employee stock options and employee share
purchase rights in fiscal 2005 and adjusting for reorganization
benefits recorded during fiscal 2006 and 2005:
|
|
|
|
|
Communications & High Tech operating income increased
due to revenue growth, principally in our Electronics &
High Tech industry group across all geographic regions and
improved gross margins, primarily in our EMEA and Asia Pacific
regions. |
|
|
|
Financial Services operating income decreased due to lower gross
margins from increased payroll costs earlier in the year and
delivery inefficiencies on a small number of contracts,
partially offset by revenue growth in our Banking industry group
across all regions and in our Insurance industry group in our
Americas and Asia Pacific regions. |
|
|
|
Government operating income decreased principally due to the NHS
Contracts operating losses of $225 million associated
with the net impact of the NHS Transfer Agreement and the
second-quarter NHS adjustments, partially offset by strong gross
margins in outsourcing and increased profitability on certain
consulting contracts. See The NHS Contracts. |
|
|
|
Products operating income increased due to strong revenue
growth, principally in our Americas region, improved gross
margins, and lower combined sales and marketing and general and
administrative costs as a percentage of revenues before
reimbursements. In addition, Products operating income was
positively affected by revenues recognized in connection with a
contract termination in our Retail industry group in our EMEA
region during the third quarter of fiscal 2006. These increases
were partially offset by the NHS Contracts operating
losses of $225 million associated with the net impact of
the NHS Transfer Agreement and the second-quarter NHS
adjustments. See The NHS Contracts. |
|
|
|
Resources operating income increased due to strong revenue
growth in our Energy, Chemicals and Natural Resources industry
groups across all geographic regions and lower sales and
marketing costs. |
Gain on Investments, Net
Gain on investments, net was $2 million in fiscal 2006, a
decrease of $19 million from fiscal 2005. The fiscal 2005
gain on investments, net reflects gains on our retained
interests in our venture and investment portfolio, which we sold
in fiscal 2003.
Interest Income
Interest income was $130 million in fiscal 2006, an
increase of $21 million, or 20%, over fiscal 2005. The
increase resulted primarily from an increase in interest rates.
Other Expense
Other expense was $28 million in fiscal 2006, an increase
of $17 million over fiscal 2005. The increase resulted
primarily from an increase in net foreign currency exchange
losses.
Provision for Income Taxes
The effective tax rates for fiscal 2006 and 2005 were 25.5% and
31.6%, respectively. The effective tax rate decreased in 2006
primarily as a result of benefits related to final
determinations of prior-year tax liabilities and a
3.8 percentage point benefit related to updated estimates
of the probable future benefit of certain deferred tax assets.
Final determinations of prior year tax liabilities,
59
including final agreements with tax authorities and expirations
of statutes of limitations, reduced the annual effective tax
rate in 2006 and 2005 by 10.8 and 6.4 percentage points,
respectively. The decrease in reorganization liabilities in
fiscal 2006 and 2005 reduced the annual effective tax rate by
0.9 and 1.4 percentage points, respectively. These
reductions in the 2006 tax rate were partially offset by
increases in the tax rate of 1.6 percentage points related
to changes in our geographic mix of income, including decreases
in UK income resulting from NHS contract losses and increases in
other nondeductible items.
Minority Interest
Minority interest eliminates the income earned or expense
incurred attributable to the equity interest that some of our
current and former senior executives and their permitted
transferees have in our Accenture SCA and Accenture Canada
Holdings Inc. subsidiaries. See
BusinessOrganizational Structure. The
resulting net income of Accenture Ltd represents the income
attributable to the shareholders of Accenture Ltd. Since January
2002, minority interest has also included immaterial amounts
primarily attributable to minority shareholders in our Avanade
Inc. subsidiary.
Minority interest was $460 million in fiscal 2006, a
decrease of $109 million, or 19%, from fiscal 2005. The
decrease was primarily due to lower Net income and a reduction
in the Accenture SCA Class I common shares and Accenture
Canada Holdings Inc. exchangeable shares average ownership
interests to 32% for the year ended August 31, 2006 from
37% for the year ended August 31, 2005.
Earnings Per Share
Diluted earnings per share were $1.59 in fiscal 2006, compared
with $1.56 in fiscal 2005. For fiscal 2005, had we expensed
employee stock options and employee share purchase rights, our
reported diluted earnings per share would have been $1.40. For
information regarding our earnings per share calculation, see
Footnote 2 (Earnings Per Share) to our Consolidated
Financial Statements under Financial Statements and
Supplementary Data.
60
Year Ended August 31, 2005 Compared to Year Ended
August 31, 2004
Revenues for each of our operating groups, geographic regions
and types of work were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent of Total | |
|
|
|
|
|
|
|
|
|
|
Revenues | |
|
|
|
|
|
|
|
|
|
|
Before | |
|
|
|
|
|
|
|
|
|
|
Reimbursements | |
|
|
|
|
|
|
|
|
for the | |
|
|
Year Ended | |
|
|
|
Percent | |
|
Year Ended | |
|
|
August 31, | |
|
Percent | |
|
Increase | |
|
August 31, | |
|
|
| |
|
Increase | |
|
Local | |
|
| |
|
|
2005 | |
|
2004 | |
|
US$ | |
|
Currency | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(in millions) | |
|
|
|
|
|
|
|
|
OPERATING GROUPS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Communications & High Tech
|
|
$ |
4,001 |
|
|
$ |
3,741 |
|
|
|
7 |
% |
|
|
4 |
% |
|
|
26 |
% |
|
|
27 |
% |
|
Financial Services
|
|
|
3,408 |
|
|
|
2,771 |
|
|
|
23 |
|
|
|
18 |
|
|
|
22 |
|
|
|
20 |
|
|
Government
|
|
|
2,172 |
|
|
|
1,995 |
|
|
|
9 |
|
|
|
6 |
|
|
|
14 |
|
|
|
15 |
|
|
Products
|
|
|
3,570 |
|
|
|
2,979 |
|
|
|
20 |
|
|
|
16 |
|
|
|
23 |
|
|
|
22 |
|
|
Resources
|
|
|
2,389 |
|
|
|
2,178 |
|
|
|
10 |
|
|
|
5 |
|
|
|
15 |
|
|
|
16 |
|
|
Other
|
|
|
7 |
|
|
|
9 |
|
|
|
n/m |
|
|
|
n/m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL Revenues Before Reimbursements
|
|
|
15,547 |
|
|
|
13,673 |
|
|
|
14 |
% |
|
|
10 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reimbursements
|
|
|
1,547 |
|
|
|
1,440 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL REVENUES
|
|
$ |
17,094 |
|
|
$ |
15,113 |
|
|
|
13 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GEOGRAPHY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas
|
|
$ |
6,730 |
|
|
$ |
6,133 |
|
|
|
10 |
% |
|
|
9 |
% |
|
|
43 |
% |
|
|
45 |
% |
|
EMEA(1)
|
|
|
7,735 |
|
|
|
6,572 |
|
|
|
18 |
|
|
|
11 |
|
|
|
50 |
|
|
|
48 |
|
|
Asia Pacific
|
|
|
1,082 |
|
|
|
968 |
|
|
|
12 |
|
|
|
8 |
|
|
|
7 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL Revenues Before Reimbursements
|
|
$ |
15,547 |
|
|
$ |
13,673 |
|
|
|
14 |
% |
|
|
10 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TYPE OF WORK
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consulting
|
|
$ |
9,559 |
|
|
$ |
8,589 |
|
|
|
11 |
% |
|
|
7 |
% |
|
|
61 |
% |
|
|
63 |
% |
|
Outsourcing
|
|
|
5,988 |
|
|
|
5,084 |
|
|
|
18 |
|
|
|
14 |
|
|
|
39 |
|
|
|
37 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL Revenues Before Reimbursements
|
|
$ |
15,547 |
|
|
$ |
13,673 |
|
|
|
14 |
% |
|
|
10 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
n/m = not meaningful
|
|
(1) |
EMEA includes Europe, the Middle East and Africa. |
Revenues
Our Communications & High Tech operating group achieved
revenues before reimbursements of $4,001 million in fiscal
2005, compared with $3,741 million in fiscal 2004, an
increase of 7% in U.S. dollars and 4% in local currency
terms. The increase was primarily due to growth in consulting
revenues, particularly in our Americas and EMEA regions and our
Electronics & High Tech industry group. Outsourcing
revenue growth, particularly in our EMEA and Asia Pacific
regions, was offset by the substantial reduction in late fiscal
2004 of the scope of our work with a major North American
telecommunications client as a result of that clients
changing business strategies.
Our Financial Services operating group achieved revenues before
reimbursements of $3,408 million in fiscal 2005, compared
with $2,771 million in fiscal 2004, an increase of 23% in
U.S. dollars and 18% in local currency terms, with both
consulting and outsourcing contributing to the growth in
61
revenues. This growth was driven by the strength of our business
in both the Americas and EMEA regions, particularly in the
United Kingdom, and in our Banking and Insurance industry groups.
Our Government operating group achieved revenues before
reimbursements of $2,172 million in fiscal 2005, compared
with $1,995 million in fiscal 2004, an increase of 9% in
U.S. dollars and 6% in local currency terms, with both
consulting and outsourcing contributing to the growth in
revenues. Results were driven by strong growth in our EMEA and
Asia Pacific regions, which was partially offset by a decrease
in consulting revenues from clients in the Americas,
particularly in the United States.
Our Products operating group achieved revenues before
reimbursements of $3,570 million in fiscal 2005, compared
with $2,979 million in fiscal 2004, an increase of 20% in
U.S. dollars and 16% in local currency terms. These
increases were attributable to strong growth in both consulting
and outsourcing in all industry groups.
Our Resources operating group achieved revenues before
reimbursements of $2,389 million in fiscal 2005, compared
with $2,178 million in fiscal 2004, an increase of 10% in
U.S. dollars and 5% in local currency terms, with both
consulting and outsourcing contributing to the growth in
revenues. We experienced strong overall growth in our Energy and
Natural Resources industry groups, as well as in our EMEA
region. In our Utilities industry group, growth in outsourcing
revenues before reimbursements offset a decline in consulting
revenues before reimbursements.
Our Americas region achieved revenues before reimbursements of
$6,730 million in fiscal 2005, compared with
$6,133 million for fiscal 2004, an increase of 10% in
U.S. dollars and 9% in local currency terms. Contributing
to this growth was our business in the United States and Brazil,
partially offset by a decline in local currency revenues before
reimbursements in Canada.
Our EMEA region achieved revenues before reimbursements of
$7,735 million for fiscal 2005, compared with
$6,572 million for fiscal 2004, an increase of 18% in
U.S. dollars and 11% in local currency terms. A key
contributor to this growth was our business in the United
Kingdom, where revenues before reimbursements for fiscal 2005
increased 19% in U.S. dollars and 13% in local currency
terms over fiscal 2004, primarily due to revenues from several
exceptionally large contracts sold during fiscal 2004 that began
making significant contributions to revenues in fiscal 2005.
Also contributing to the strong growth in EMEA for fiscal 2005
was our business in Germany, Italy, the Netherlands and Spain.
Revenue growth in the United Kingdom for the fourth quarter of
fiscal 2005 was affected by lower than expected revenues on the
NHS Contracts.
Our Asia Pacific region achieved revenues before reimbursements
of $1,082 million in fiscal 2005, compared with
$968 million for fiscal 2004, an increase of 12% in
U.S. dollars and 8% in local currency terms. Our business
in Australia and in India contributed to the increase in
revenues, partially offset by a decline in our business in Japan.
Operating Expenses
Operating expenses were $14,983 million in fiscal 2005, an
increase of $1,628 million, or 12%, over fiscal 2004 and
remained flat at 88% of revenues in both fiscal 2005 and 2004.
As a percentage of revenues before reimbursements, operating
expenses before reimbursable expenses were 86% and 87% in fiscal
years 2005 and 2004, respectively. Excluding the effects of
restructuring and reorganization, operating expenses before
reimbursements as a percentage of revenues before reimbursements
would have increased by 0.1 percentage points for fiscal
2005, compared with fiscal 2004.
62
The strengthening of various currencies against the
U.S. dollar increased our reported operating expenses in
fiscal 2005, compared to fiscal 2004 and partially offset
corresponding increases in reported revenues.
Cost of services was $12,002 million in fiscal 2005, an
increase of $1,505 million, or 14%, over fiscal 2004 and an
increase as a percentage of revenues to 70% in fiscal 2005 from
69% in fiscal 2004. Cost of services before reimbursable
expenses was $10,455 million in fiscal 2005, an increase of
$1,398 million, or 15%, over fiscal 2004. Cost of services
before reimbursable expenses increased as a percentage of
revenues before reimbursements to 67% in fiscal 2005 from 66% in
fiscal 2004. Gross margins (revenues before reimbursements less
cost of services before reimbursements) decreased to 32.8% of
revenues before reimbursements in fiscal 2005 from 33.8% in
fiscal 2004.
The increase in cost of services and the decrease in gross
margins as a percentage of revenues before reimbursements were
due primarily to the lower-than-expected margins attributable to
delays under the NHS Contracts, a small number of delivery
inefficiencies in certain operating groups, and incurred and
expected cost overruns associated with the development of
reusable assets in connection with certain client contracts,
partially offset by lower variable compensation expense.
Sales and marketing expense was $1,558 million in fiscal
2005, an increase of $70 million, or 5%, over fiscal 2004
and decreased as a percentage of revenues before reimbursements
to 10% in fiscal 2005 from 11% in fiscal 2004. A key driver of
the increase in sales and marketing expense was a
$100 million increase in market- and business-development
activities, partially offset by a decrease in variable
compensation expense.
|
|
|
General and Administrative
Costs |
General and administrative costs were $1,512 million in
fiscal 2005, an increase of $171 million, or 13%, over
fiscal 2004 and remained flat as a percentage of revenues before
reimbursements at 10% in both fiscal 2005 and 2004.
|
|
|
Reorganization and
Restructuring (Benefits) Costs |
We recorded net reorganization benefits of $89 million in
fiscal 2005, which included a $115 million reduction in
reorganization liabilities offset by $26 million of
interest expense associated with carrying these liabilities. At
August 31, 2005, the remaining liability for reorganization
costs was $381 million, of which $64 million was
classified as current liabilities because expirations of
statutes of limitations could occur within 12 months. In
fiscal 2004, we recorded net reorganization benefits of
$78 million, which included a $105 million reduction
in reorganization liabilities offset by $27 million of
interest expense associated with carrying these liabilities. In
both fiscal 2005 and 2004, the reduction in liabilities was
primarily due to final determinations of certain reorganization
liabilities established in connection with our transition to a
corporate structure in 2001. For additional information, refer
to Footnote 3 (Restructuring and Reorganization (Benefits)
Costs) to our Consolidated Financial Statements under
Financial Statements and Supplementary Data.
During fiscal 2004, we recorded restructuring costs of
$107 million relating to our global consolidation of office
space, primarily in the United States and the United Kingdom.
These costs included losses on operating leases and write-downs
of related assets such as leasehold improvements resulting from
abandoned office space. No restructuring costs were recorded
during fiscal 2005.
63
Operating Income
Operating income was $2,111 million in fiscal 2005, an
increase of $352 million, or 20%, over fiscal 2004.
Operating income as a percentage of revenues before
reimbursements was 13.6% and 12.9% in fiscal 2005 and 2004,
respectively. Excluding the effects of restructuring and
reorganization, operating income as a percentage of revenues
before reimbursements would have decreased by
0.1 percentage points for fiscal 2005 compared with fiscal
2004.
Operating income for each of the operating groups was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, | |
|
|
| |
|
|
|
|
Effect of | |
|
|
|
|
|
|
Reorganization | |
|
|
|
|
|
|
Benefits and | |
|
|
|
|
|
|
Increase | |
|
Restructuring | |
|
Net Increase | |
|
|
2005 | |
|
2004 | |
|
(Decrease) | |
|
Costs(1) | |
|
(Decrease) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(in millions) | |
Communications & High Tech
|
|
$ |
673 |
|
|
$ |
404 |
|
|
$ |
269 |
|
|
$ |
28 |
|
|
$ |
241 |
|
Financial Services
|
|
|
500 |
|
|
|
354 |
|
|
|
146 |
|
|
|
27 |
|
|
|
119 |
|
Government
|
|
|
169 |
|
|
|
311 |
|
|
|
(142 |
) |
|
|
18 |
|
|
|
(160 |
) |
Products
|
|
|
413 |
|
|
|
415 |
|
|
|
(2 |
) |
|
|
27 |
|
|
|
(29 |
) |
Resources
|
|
|
356 |
|
|
|
275 |
|
|
|
81 |
|
|
|
18 |
|
|
|
63 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
2,111 |
|
|
$ |
1,759 |
|
|
$ |
352 |
|
|
$ |
118 |
|
|
$ |
234 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Reorganization benefits and restructuring costs recorded during
the period were allocated to the reportable operating groups as
follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
Change | |
|
|
| |
|
| |
|
| |
|
|
(in millions) | |
Communications & High Tech
|
|
$ |
21 |
|
|
$ |
(7 |
) |
|
$ |
28 |
|
Financial Services
|
|
|
20 |
|
|
|
(7 |
) |
|
|
27 |
|
Government
|
|
|
14 |
|
|
|
(4 |
) |
|
|
18 |
|
Products
|
|
|
21 |
|
|
|
(6 |
) |
|
|
27 |
|
Resources
|
|
|
13 |
|
|
|
(5 |
) |
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
89 |
|
|
$ |
(29 |
) |
|
$ |
118 |
|
|
|
|
|
|
|
|
|
|
|
Excluding the effects of reorganization and restructuring,
operating income in fiscal 2005 increased by $234 million
from fiscal 2004, reflecting increases in
Communications & High Tech, Financial Services and
Resources, which were partially offset by decreases in
Government and Products. The following commentary excludes the
effects of reorganization and restructuring:
|
|
|
|
|
Communications & High Tech operating income increased
primarily due to higher gross margins in fiscal 2005, reflecting
strong consulting revenue growth in North America and EMEA, as
well as the impact of lower-than-expected margins on three
contracts in fiscal 2004. |
|
|
|
The increase in Financial Services operating income reflected a
23% increase in revenues before reimbursements and improved
margins. |
|
|
|
Government operating income decreased partly due to
lower-than-expected margins attributable to temporary delays
under the NHS Contracts, cost overruns associated with the
development of reusable assets in connection with certain client
contracts, delivery inefficiencies on a small number of other
contracts and a favorable contract settlement in fiscal 2004. |
64
|
|
|
|
|
Products operating income decreased slightly, due to
lower-than-expected margins attributable to temporary delays
under the NHS Contracts and delivery inefficiencies on a small
number of other contracts, partially offset by a 20% increase in
revenues. |
|
|
|
The increase in Resources operating income was driven by
increased revenues, reduced delivery costs and improved quality. |
Gain on Investments, Net
Gain on investments, net was $21 million in fiscal 2005, an
increase of $18 million from fiscal 2004. This reflects
gains on our retained interests in our venture and investment
portfolio, which we sold in fiscal 2003.
Interest Income
Interest income was $108 million in fiscal 2005, an
increase of $48 million, or 81%, from fiscal 2004. The
increase resulted primarily from the increase in interest rates
and an increase in average client financing balances during
fiscal 2005, compared with the average balances for fiscal 2004.
Other (Expense) Income
Other expense was $11 million in fiscal 2005, compared with
other income of less than $1 million in fiscal 2004. The
fiscal 2005 expense was primarily due to net foreign currency
exchange losses in fiscal 2005, compared with net foreign
currency exchange gains in fiscal 2004.
Provision for Income Taxes
The effective tax rates for fiscal years 2005 and 2004 were
31.6% and 32.0%, respectively. The effective tax rate decreased
in 2005 as a result of changes in our geographic distribution of
income and benefits related to final determinations of
prior-year tax liabilities. This was partially offset by
increases related to net nondeductible items and updated
estimates of current and prior-year income tax exposures. Final
determinations of prior year tax liabilities in 2005 and 2004
reduced the annual effective tax rate by 6.4 and
2.2 percentage points, respectively. The decrease in
reorganization liabilities in fiscal years 2005 and 2004 reduced
the annual effective tax rate by 1.4 and 1.5 percentage
points, respectively. The decrease in reorganization liabilities
had the effect of increasing pre-tax income without a
corresponding increase in the provision for income taxes. Final
determinations could also occur in fiscal 2006 which could
generate income tax benefits.
Minority Interest
Minority interest eliminates the income earned or expense
incurred attributable to the equity interest that some of our
current and former senior executives and their permitted
transferees have in our Accenture SCA and Accenture Canada
Holdings Inc. subsidiaries. See BusinessAccenture
Organizational Structure. The resulting net income of
Accenture Ltd represents the income attributable to the
shareholders of Accenture Ltd. Since January 2002, minority
interest has also included immaterial amounts primarily
attributable to minority shareholders in our Avanade Inc.
subsidiary.
Minority interest was $568 million in fiscal 2005, an
increase of $36 million, or 7%, over fiscal 2004, primarily
due to an increase in income before minority interest of
$286 million, partially offset by a reduction in the
Accenture SCA Class I common shares and Accenture Canada
Holdings Inc.
65
exchangeable shares average ownership interests to 37% for the
year ended August 31, 2005 from 43% for the year ended
August 31, 2004.
Earnings Per Share
Diluted earnings per share were $1.56 in fiscal 2005, compared
with $1.22 in fiscal 2004. The fiscal 2005 net
reorganization benefits had the effect of increasing diluted
earnings per share by $0.09. The fiscal 2004 restructuring costs
relating to our global consolidation of office space had the
effect of reducing diluted earnings per share by $0.07, and the
fiscal 2004 net reorganization benefits had the effect of
increasing diluted earnings per share by $0.08. Refer to
Footnote 3 (Restructuring and Reorganization (Benefits)
Costs) to our Consolidated Financial Statements under
Financial Statements and Supplementary Data.
Liquidity and Capital Resources
Our primary sources of liquidity are cash flows from operations,
debt capacity available under various credit facilities and
available cash reserves. We may also be able 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; |
|
|
|
respond to competitive pressures; or |
|
|
|
facilitate purchases, redemptions and exchanges of Accenture
shares. |
At August 31, 2006, cash and cash equivalents of
$3,067 million combined with $463 million of liquid
fixed-income securities that are classified as investments in
our Consolidated Balance Sheet totaled $3,530 million,
compared with $3,185 million at August 31, 2005, an
increase of $345 million.
Cash flows from operating, investing and financing activities,
as reflected in our Consolidated Cash Flow Statement, are
summarized in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, | |
|
|
| |
|
|
|
|
2006 to 2005 | |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
Change | |
|
|
| |
|
| |
|
| |
|
| |
|
|
(in millions) | |
Net cash provided by (used in):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities
|
|
$ |
2,668 |
|
|
$ |
1,887 |
|
|
$ |
1,756 |
|
|
$ |
781 |
|
|
Investing activities
|
|
|
(253 |
) |
|
|
(575 |
) |
|
|
(897 |
) |
|
|
322 |
|
|
Financing activities
|
|
|
(1,934 |
) |
|
|
(1,377 |
) |
|
|
(688 |
) |
|
|
(557 |
) |
Effect of exchange rate changes on cash and cash equivalents
|
|
|
102 |
|
|
|
(4 |
) |
|
|
49 |
|
|
|
106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
$ |
583 |
|
|
$ |
(69 |
) |
|
$ |
220 |
|
|
$ |
652 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities: The $781 million
increase in cash provided in fiscal 2006 compared with fiscal
2005 was primarily due to increases in revenues and the related
collections of billings during fiscal 2006, compared with fiscal
2005. The $131 million increase in cash provided in fiscal
2005, compared with fiscal 2004 was primarily due to an increase
in net income, an increase in accounts payable, and
$50 million in discretionary contributions to our
U.S. employees pension plans in fiscal 2005, compared
with $230 million in fiscal 2004.
66
Investing activities: The $322 million
decrease in cash used was primarily due to a decrease in the
purchases of marketable securities, partially offset by a
decrease in net proceeds from marketable securities. The
$322 million decrease in cash used in fiscal 2005, compared
with fiscal 2004 was primarily due to a decrease in net
purchases of marketable securities, partially offset by the
acquisition of the net assets of Capgeminis North American
Health practice for $179 million in cash (including
$4 million of acquisition expenses). During fiscal 2006,
2005 and 2004, we invested $306 million, $318 million
and $282 million, respectively, in capital expenditures,
primarily for technology assets, furniture and equipment and
leasehold improvements to support our operations. We expect that
our capital expenditures will be approximately $335 million
in fiscal 2007.
Financing activities: The $557 million
increase in cash used was primarily driven by an increase in
purchases of common shares and the payment of $268 million
in cash dividends, partially offset by a $138 million
increase in cash received for Accenture Ltd Class A common
shares issued under Accentures employee share programs.
For additional information, see Footnote 13 (Material
Transactions Affecting Shareholders Equity) to our
Consolidated Financial Statements under Financial
Statements and Supplementary Data. The $689 million
increase in cash used in fiscal 2005, compared with fiscal 2004
was primarily driven by an increase of net purchases of common
shares in fiscal 2005, partly offset by a net decrease in
restricted cash of the predecessor to the Accenture Share
Employee Compensation Trust.
We believe that our available cash balances and the cash flows
expected to be generated from operations will be sufficient to
satisfy our current and planned working capital and investment
needs for the next twelve months. We also believe that our
longer-term working capital and other general corporate funding
requirements will be satisfied through cash flows from
operations and, to the extent necessary, from our borrowing
facilities and future financial market activities.
Borrowing Facilities
At August 31, 2006, we had the following borrowing
facilities, including the issuance of letters of credit, to
support general working capital purposes:
|
|
|
|
|
|
|
Facility | |
|
|
Amount | |
|
|
| |
|
|
(in millions) | |
Syndicated loan facility(1)
|
|
$ |
1,200 |
|
Separate bilateral, uncommitted, unsecured multicurrency
revolving credit facilities(2)
|
|
|
350 |
|
Local guaranteed and non-guaranteed lines of credit(3)
|
|
|
136 |
|
|
|
|
|
Total
|
|
$ |
1,686 |
|
|
|
|
|
|
|
(1) |
On July 31, 2006, we replaced our $1.5 billion
syndicated loan facility maturing on June 18, 2009 with a
$1.2 billion syndicated loan facility maturing on
July 31, 2011. This new facility provides unsecured,
revolving borrowing capacity for general working capital
purposes, including the issuance of letters of credit. Financing
is provided under this facility at the prime rate or at the
London Interbank Offered Rate plus a spread. This facility
requires us to: (1) limit liens placed on our assets to
(a) liens incurred in the ordinary course of business
(subject to certain qualifications) and (b) other liens
securing obligations not to exceed 30% of the Companys
consolidated assets; and (2) maintain a
debt-to-cash-flow ratio
not exceeding 1.75 to 1.00. We continue to be in compliance with
these terms. As of August 31, 2006, we had no borrowings
under the facility. The facility is subject to annual commitment
fees. |
(2) |
We maintain three separate bilateral, uncommitted, unsecured
multicurrency revolving credit facilities. These facilities
provide local-currency financing for the majority of our
operations. Interest rate terms on the bilateral revolving
facilities are at market rates prevailing in the relevant local
markets. Effective August 31, 2006, we amended two of the
bilateral credit facilities, which increased total capacity by
$100 million to $350 million. As of August 31,
2006 and 2005, we had $2 million and $4 million,
respectively, of borrowings under these facilities. |
(3) |
We also maintain local guaranteed and non-guaranteed lines of
credit for those locations that cannot access our global
facilities. At August 31, 2006, we had no borrowings under
these various facilities. |
67
Under the borrowing facilities described above, we had an
aggregate of $153 million and $186 million of letters
of credit outstanding at August 31, 2006 and 2005,
respectively. In addition, we had zero and $9 million of
other short-term borrowings at August 31, 2006 and 2005,
respectively.
We also had total outstanding debt of $50 million and
$62 million at August 31, 2006 and 2005, respectively,
which was primarily incurred in conjunction with the purchase of
Accenture HR Services.
Client Financing
In limited circumstances, we agree to extend financing to
clients on technology integration consulting contracts. The
terms vary by contract, 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. Imputed interest is recorded at market rates in Interest
income in the Consolidated Income Statement. Information
pertaining to client financing is as follows:
|
|
|
|
|
|
|
|
|
|
|
August 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
(in millions, except | |
|
|
number of clients) | |
Number of clients
|
|
|
25 |
|
|
|
29 |
|
|
|
|
|
|
|
|
Client financing included in Current unbilled services
|
|
$ |
158 |
|
|
$ |
262 |
|
Client financing included in Non-current unbilled services
|
|
|
105 |
|
|
|
472 |
|
|
|
|
|
|
|
|
Total client financing, current and non-current
|
|
$ |
263 |
|
|
$ |
734 |
|
|
|
|
|
|
|
|
The decrease in client financing from August 31, 2005 was
primarily due to the reversal of client financing balances
related to the impact of the NHS Transfer Agreement. See
The NHS Contracts.
Share Purchases and Redemptions
From time to time Accenture purchases Accenture Ltd Class A
common shares through the Companys open-market purchase
program and also purchases, redeems and exchanges Accenture
shares held by our current and former senior executives and
their permitted transferees. In fiscal 2005, the Board of
Directors of Accenture granted authority to utilize
$3.0 billion for purchases and redemptions of shares held
by current and former senior executives and their permitted
transferees and open-market share purchases, as well as for the
acquisition of certain Accenture Ltd Class A common shares
awarded to employees pursuant to restricted share units awarded
in connection with our initial public offering. Effective as of
March 24, 2006, the Board of Directors of Accenture
authorized an additional $1.5 billion for the purchase,
redemption and exchange from time to time of Accenture shares,
including open-market share purchases.
Open-Market Purchases
Accenture has conducted a publicly announced, open-market share
purchase program for Accenture Ltd Class A common shares.
These purchased shares are currently utilized to provide for
select employee benefits, such as equity awards to our senior
executives. These shares are held by one or more subsidiaries of
Accenture Ltd and are treated as treasury shares.
68
Senior Executive Trading Policy and Practices
Under our Share Management Plan, which expired on July 24,
2005, we provided quarterly transactions to give our current and
former senior executives and their permitted transferees the
opportunity to dispose of shares that were eligible for transfer
under the terms of the various transfer restrictions applicable
to them. Prior to March 2006, Accenture also purchased certain
Accenture Ltd Class A common shares awarded to employees
pursuant to restricted share units issued in connection with our
initial public offering.
In July 2005, we implemented a Senior Executive Trading Policy
applicable to our senior executives which provides, among other
things, that all Accenture Ltd Class A common shares,
Accenture SCA Class I common shares, and Accenture Canada
Holdings Inc. exchangeable shares covered by the transfer
restrictions contained in our various charter documents and
still held by actively employed senior executives but which are
no longer restricted by transfer restrictions will be subject to
company-imposed quarterly trading guidelines. These currently
limit the total number of shares redeemed, sold or otherwise
transferred in any calendar quarter to no more than a composite
average weekly volume of trading in Accenture Ltd Class A
common shares. The Senior Executive Trading Policy was
implemented, in part, due to the expiration on July 24,
2005 of our Share Management Plan for current and former senior
executives and the charter provisions used to facilitate that
plan. Since July 24, 2005, holders of shares covered by the
transfer restrictions contained in our various charter documents
have been able to individually execute sales, redemptions or
dispositions of those shares that are no longer subject to these
charter provisions and, in the case of our senior executives, in
compliance with the quarterly trading guidelines contained in
the Senior Executive Trading Policy. We may continue for the
time being to redeem or purchase all Accenture SCA Class I
common shares and Accenture Canada Holdings Inc. exchangeable
shares offered for redemption or purchase for cash.
69
A summary of our share purchase activity in fiscal 2005 and 2006
was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Open-Market Share | |
|
Other Share | |
|
|
|
|
Purchase Program | |
|
Purchase Programs | |
|
|
|
|
| |
|
| |
|
|
|
|
Shares | |
|
Amount | |
|
Shares | |
|
Amount | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
(in millions) | |
|
|
|
(in millions) | |
Available authorization as of August 31, 2004
|
|
|
|
|
|
$ |
62 |
|
|
|
|
|
|
$ |
224 |
|
|
$ |
286 |
|
Purchases and redemptions(1)
|
|
|
20,566,470 |
|
|
|
(481 |
) |
|
|
45,147,483 |
|
|
|
(1,103 |
) |
|
|
(1,584 |
) |
Additional authorizations(2)
|
|
|
|
|
|
|
1,000 |
|
|
|
|
|
|
|
2,000 |
|
|
|
3,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available authorization as of August 31, 2005
|
|
|
|
|
|
|
581 |
|
|
|
|
|
|
|
1,121 |
|
|
|
1,702 |
|
Purchases and redemptions(3)
|
|
|
3,491,500 |
|
|
|
(103 |
) |
|
|
43,301,787 |
|
|
|
(1,179 |
) |
|
|
(1,282 |
) |
Additional authorizations(4)
|
|
|
|
|
|
|
500 |
|
|
|
|
|
|
|
1,000 |
|
|
|
1,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available authorization as of August 31, 2006
|
|
|
|
|
|
$ |
978 |
|
|
|
|
|
|
$ |
942 |
|
|
$ |
1,920 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Other Share Purchase Programs include the following purchase
activity during fiscal 2005: |
|
|
|
|
|
44,105,764 Accenture SCA Class I common shares redeemed or
purchased for a total cash outlay of $1,078 million and 643,325
Accenture Canada Holdings Inc. exchangeable shares purchased for
a total cash outlay of $16 million; and |
|
|
398,394 shares purchased through the RSU Sell-Back Program
for a total cash outlay of $10 million. |
|
|
(2) |
On October 15, 2004, an additional $1 billion was
authorized for purchase under the Companys open-market
share purchase program and an additional $2 billion was
authorized for redemptions and purchases under the
Companys other share purchase programs. |
(3) |
Other Share Purchase Programs include the following purchase
activity during fiscal 2006: |
|
|
|
|
|
31,416,894 Accenture SCA Class I common shares redeemed or
purchased for a total cash outlay of $918 million and 421,194
Accenture Canada Holdings Inc. exchangeable shares purchased for
a total cash outlay of $12 million; |
|
|
11,231,941 Accenture Ltd Class A common shares purchased
for an aggregate purchase price of $243 million; and |
|
|
231,758 shares purchased through the RSU Sell-Back Program
whereby the Company offers to purchase Accenture Ltd
Class A common shares awarded to employees pursuant to
restricted share units issued in connection with its initial
public offering for a total cash outlay of $7 million. The RSU
Sell-Back Program was terminated, effective March 1, 2006.
All remaining funding authorizations for the RSU Sell-Back
Program were reallocated and made available for use in the
Companys other share purchase programs. |
|
|
(4) |
On March 24, 2006, an additional $500 million was
authorized for purchase under the Companys open-market
share purchase program and an additional $1 billion was
authorized for redemptions and purchases under the
Companys other share purchase programs. |
Other Redemptions and Purchases
On September 14, 2005, Accenture SCA and one of its
subsidiaries made a tender offer to Accenture SCA Class I
common shareholders that resulted in the redemption and purchase
on October 14, 2005 of an aggregate of 35,922,744 Accenture
SCA Class I common shares at a price of $21.50 per
share. The total cash outlay for this transaction was
$775 million and was separately authorized by the Board of
Directors of Accenture.
During the year ended August 31, 2006, as authorized under
Accentures various employee equity share plans, Accenture
acquired 1,095,728 Accenture Ltd Class A common shares via
share withholding for payroll tax obligations due from employees
and former employees in connection with the delivery of
Accenture Ltd Class A common shares under those plans for a
total cash outlay of $31 million.
Subsequent Developments
On September 11, 2006, Accenture SCA and one of its
subsidiaries made a tender offer to Accenture SCA Class I
common shareholders that resulted in the redemption and
purchase, effective as of October 11, 2006 of an aggregate of
7.5 million Accenture SCA Class I common shares at a
price of $24.75 per share. The total cash outlay for these
transactions was approximately $187 million.
On September 25, 2006, Accenture Ltd declared a cash
dividend of $0.35 per share on its Class A common
shares for shareholders of record at the close of business on
October 13, 2006.
70
Accenture Ltd will cause Accenture SCA to declare a cash
dividend of $0.35 per share on its Class I common
shares for shareholders of record at the close of business on
October 5, 2006. Both dividends are payable on
November 15, 2006.
Obligations and Commitments
As of August 31, 2006, we had the following obligations and
commitments to make future payments under contracts, contractual
obligations and commercial commitments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments due by period | |
|
|
| |
Contractual Cash Obligations |
|
Total | |
|
Less than 1 year | |
|
1-3 years | |
|
3-5 years | |
|
More than 5 years | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(in millions) | |
Long-term debt
|
|
$ |
50 |
|
|
$ |
23 |
|
|
$ |
26 |
|
|
$ |
1 |
|
|
$ |
|
|
Operating leases
|
|
|
2,213 |
|
|
|
338 |
|
|
|
517 |
|
|
|
371 |
|
|
|
987 |
|
Retirement obligations(1)
|
|
|
214 |
|
|
|
44 |
|
|
|
73 |
|
|
|
44 |
|
|
|
53 |
|
Other commitments(2)
|
|
|
534 |
|
|
|
363 |
|
|
|
119 |
|
|
|
39 |
|
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
3,011 |
|
|
$ |
768 |
|
|
$ |
735 |
|
|
$ |
455 |
|
|
$ |
1,053 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
This represents projected payments under our Basic Retirement
Benefit and Early Retirement Plans. Because both of these plans
are unfunded, we pay these benefits directly. These plans were
eliminated for active partners after May 15, 2001. |
|
(2) |
Other commitments include, among other things, information
technology, software support and maintenance obligations, as
well as other obligations in the ordinary course of business
that we cannot cancel or where we would be required to pay a
termination fee in the event of cancellation. Amounts shown do
not include recourse that we may have to recover termination
fees or penalties from clients. |
Off-Balance Sheet Arrangements
We have various agreements by which we may be obligated to
indemnify the other party with respect to certain matters.
Generally, these indemnification provisions are included in
contracts arising in the normal course of business under which
we customarily agree to hold the indemnified party harmless
against losses arising from a breach of representations related
to such matters as title to assets sold, licensed or certain
intellectual property rights and other matters. Payments by us
under such indemnification clauses are generally conditioned on
the other party making a claim. Such claims are generally
subject to challenge by us and dispute resolution procedures
specified in the particular contract. Furthermore, our
obligations under these arrangements may be limited in terms of
time and/or amount and, in some instances, we may have recourse
against third parties for certain payments made by us. It is not
possible to predict the maximum potential amount of future
payments under these indemnification agreements due to the
conditional nature of our obligations and the unique facts of
each particular agreement. Historically, we have not made any
payments under these agreements that have been material
individually or in the aggregate. As of August 31, 2006, we
were not aware of any obligations under such indemnification
agreements that would require material payments.
From time to time, we enter into contracts with clients whereby
we have joint and several liability with other participants
and/or third parties providing related services and products to
clients. Under these arrangements, we and other parties may
assume some responsibility to the client or a third party for
the performance of others under the terms and conditions of the
contract with or for the benefit of the client or in relation to
the performance of certain contractual obligations. To date, we
have not been required to make any payments under any of the
contracts described in this paragraph. For further discussion of
these transactions, see Footnote 15 (Commitments and
Contingencies) to our Consolidated Financial Statements under
Financial Statements and Supplementary Data.
71
Newly Issued Accounting Standards
In July 2006, the Financial Accounting Standards Board
(FASB) issued Financial Interpretation No. 48,
Accounting for Uncertainty in Income Taxes-an
interpretation of FASB Statement No. 109
(FIN 48), which is a change in accounting for
income taxes. FIN 48 specifies how tax benefits for
uncertain tax positions are to be recognized, measured, and
derecognized in financial statements; requires certain
disclosures of uncertain tax matters; specifies how reserves for
uncertain tax positions should be classified in the balance
sheet; and provides transition and interim-period guidance,
among other provisions. FIN 48 is effective for fiscal
years beginning after December 15, 2006 and, as a result,
is effective for us beginning September 1, 2007. We are
currently evaluating the impact of FIN 48 on our
Consolidated Financial Statements.
In September 2006, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 158,
Employers Accounting for Defined Benefit Pension
and Other Postretirement Plans, an amendment of FASB Statements
No. 87, 106, and 132(R)
(SFAS No. 158). SFAS No. 158
requires companies to recognize a net liability or asset and an
offsetting adjustment to accumulated other comprehensive income
to report the funded status of defined benefit pension and other
postretirement benefit plans. SFAS No. 158 requires
prospective application, recognition and disclosure requirements
effective for our fiscal year ending August 31, 2007.
Additionally, SFAS No. 158 requires companies to
measure plan assets and obligations at their year-end balance
sheet date. This requirement is effective for our fiscal year
ending August 31, 2009. We are currently evaluating the
impact of the adoption of SFAS No. 158; however, we do
not expect that it will have a material impact on our
Consolidated Financial Statements.
|
|
ITEM 7A. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
We have no market risk sensitive instruments entered into for
trading purposes; therefore, all of our market risk sensitive
instruments were entered into for purposes other than trading.
Foreign Currency Risk
We are exposed to foreign currency risk in the ordinary course
of business. We hedge material cash flow exposures when feasible
using forward and/or option contracts, with the Euro accounting
for a significant portion of the notional amount being hedged.
These instruments are generally short-term in nature, with
typical maturities of less than one year, and are subject to
fluctuations in foreign exchange rates and credit risk. From
time to time, we enter into forward or option contracts of a
long-term nature. Credit risk is managed through careful
selection and ongoing evaluation of the financial institutions
utilized as counterparties.
We use sensitivity analysis to determine the effects that market
exchange rate fluctuations may have on the fair value of our
hedge portfolio. The sensitivity of the hedge portfolio is
computed based on the market value of future cash flows as
affected by changes in exchange rates. This sensitivity analysis
represents the hypothetical changes in value of the hedge
position and does not reflect the offsetting gain or loss on the
underlying exposure. As of August 31, 2006, a 10% decrease
in the levels of foreign currency exchange rates against the
U.S. dollar with all other variables held constant would
have resulted in a decrease in the fair value of our hedge
instruments of $43 million, while a 10% increase in the
levels of foreign currency exchange rates against the
U.S. dollar would have resulted in an increase in the fair
value of our hedge instruments of $43 million. As of
August 31, 2005, a 10% decrease in the levels of foreign
currency exchange rates against the U.S. dollar with all
other variables held constant would have resulted in a decrease
in the fair value of our hedge instruments of $19 million,
while a 10% increase in the levels of foreign currency exchange
rates
72
against the U.S. dollar would have resulted in an increase
in the fair value of our hedge instruments of $19 million.
Interest Rate Risk
The interest rate risk associated with our borrowing and
investing activities at August 31, 2006 is not material in
relation to our consolidated financial position, results of
operations or cash flows. While we may do so in the future, we
have not used derivative financial instruments to alter the
interest rate characteristics of our investment holdings or debt
instruments.
Equity Price Risk
The equity price risk associated with our marketable equity
securities that are subject to market price volatility is not
material in relation to our consolidated financial position,
results of operations or cash flows.
|
|
ITEM 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
See the index included on page F-1, Index to Consolidated
Financial Statements.
|
|
ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE |
None.
|
|
ITEM 9A. |
CONTROLS AND PROCEDURES |
|
|
(a) |
Evaluation of Disclosure Controls and Procedures |
Based on their evaluation for the period covered by this Annual
Report on
Form 10-K, the
Chief Executive Officer and the Chief Financial Officer of
Accenture Ltd have concluded that, as of the end of this period,
Accenture Ltds disclosure controls and procedures (as
defined in
Rules 13a-15(e)
and 15d-15(e) under the
Exchange Act) are effective to ensure that information required
to be disclosed by Accenture Ltd in the reports that we file or
submit under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the Securities
and Exchange Commissions rules and forms.
|
|
(b) |
Managements Annual Report on Internal Control over
Financial Reporting |
Accentures management is responsible for establishing and
maintaining adequate internal control over financial reporting
to provide reasonable assurance regarding the reliability of our
financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted
accounting principles. Internal control over financial reporting
includes those policies and procedures that:
|
|
|
(i) pertain to the maintenance of records that in
reasonable detail accurately and fairly reflect the transactions
and dispositions of our assets; |
|
|
(ii) provide reasonable assurance that the transactions are
recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that our receipts and expenditures are being
made only in accordance with the authorization of management
and/or our Board of Directors; and |
73
|
|
|
(iii) provide reasonable assurance regarding the prevention
or timely detection of any unauthorized acquisition, use or
disposition of our assets that could have a material effect on
our financial statements. |
Due to its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate due
to changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
Under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief
Financial Officer, we conducted an evaluation of the
effectiveness of our internal control over financial reporting
using the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal
ControlIntegrated Framework. Based on its evaluation, our
management concluded that our internal control over financial
reporting was effective as of the end of the period covered by
this Annual Report on
Form 10-K.
KPMG LLP, an independent registered public accounting firm, has
audited the Consolidated Financial Statements included in this
Annual Report on
Form 10-K and, as
part of their audit, has issued its reports, included herein, on
(1) our managements assessment of the effectiveness
of our internal control over financial reporting and
(2) the effectiveness of our internal control over
financial reporting. See Report of Independent Registered
Public Accounting Firm on page F-3.
|
|
(c) |
Changes in Internal Control over Financial Reporting |
There has been no change in Accenture Ltds internal
control over financial reporting that occurred during the fourth
quarter of fiscal 2006 that has materially affected, or is
reasonably likely to materially affect, Accenture Ltds
internal control over financial reporting.
|
|
ITEM 9B. |
OTHER INFORMATION |
None.
74
PART III
|
|
ITEM 10. |
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT |
Information about our directors is incorporated by reference
from the discussion under the heading Board and Corporate
Governance MattersDirector Biographies in the Proxy
Statement for our Annual General Meeting of Shareholders to be
held February 7, 2007 (the 2007 Proxy
Statement). Information about our executive officers is
contained in the discussion entitled Executive Officers of
the Registrant in Part I of this
Form 10-K.
Information about compliance with Section 16(a) of the
Exchange Act is incorporated by reference from the discussion
under the heading Section 16(a) Beneficial Ownership
Reporting Compliance in our 2007 Proxy Statement.
Information about our Audit Committee, including the members of
the Committee, and our Audit Committee financial experts, is
incorporated by reference from the discussion under the heading
Board and Corporate Governance MattersAudit
Committee in our 2007 Proxy Statement. Information about
our Code of Business Ethics governing our employees, including
our chief executive officer, chief financial officer and
principal accounting officer, and our directors, where
appropriate, is incorporated by reference from the discussion
under the heading Board and Corporate Governance
MattersBoard Meetings and Committees in our 2007
Proxy Statement.
|
|
ITEM 11. |
EXECUTIVE COMPENSATION |
Information about director and executive compensation is
incorporated by reference from the discussion under the headings
Compensation of Executive Officers and Directors,
Reports of the Committees of the BoardReport of the
Compensation Committee on Executive Compensation and
Performance Graph in our 2007 Proxy Statement.
|
|
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED SHAREHOLDER MATTERS |
Information about security ownership of certain beneficial
owners and management and related shareholder matters is
incorporated by reference from the discussion under the headings
Beneficial Ownership of Directors and Executive
Officers, Beneficial Ownership of More Than Five
Percent of Any Class of Voting Securities and Equity
Compensation Plan Information in our 2007 Proxy Statement.
|
|
ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS |
Information about certain relationships and transactions with
related parties is incorporated by reference from the discussion
under the heading Certain Relationships and Related
Transactions in our 2007 Proxy Statement.
|
|
ITEM 14. |
PRINCIPAL ACCOUNTING FEES AND SERVICES |
Information about the fees for professional services rendered by
our independent auditors in 2006 and 2005 and our Audit
Committees policy on pre-approval of audit and permissible
non-audit services of our independent auditors is incorporated
by reference from the discussion under the heading
Principal Accounting Fees and Services in our 2007
Proxy Statement.
75
PART IV
|
|
ITEM 15. |
EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
(a) List of documents filed as part of this report:
|
|
1. |
Financial Statements as of August 31, 2006 and
August 31, 2005 and for the three years ended
August 31, 2006Included in Part II of this
Form 10-K: |
|
|
|
Consolidated Balance Sheets |
|
|
Consolidated Income Statements |
|
|
Consolidated Shareholders Equity and Comprehensive Income
Statements |
|
|
Consolidated Cash Flows Statements |
|
|
Notes to Consolidated Financial Statements |
|
|
2. |
Financial Statement Schedules: |
|
|
|
|
|
Exhibit | |
|
|
Number | |
|
Exhibit |
| |
|
|
|
3 |
.1 |
|
Memorandum of Continuance of the Registrant, dated
February 21, 2001 (incorporated by reference to
Exhibit 3.1 to the Registrants Registration Statement
on Form S-1/ A filed on July 2, 2001 (the
July 2, 2001 Form S-1/ A)). |
|
3 |
.2 |
|
Form of Bye-laws of the Registrant, effective as of
February 2, 2005 (incorporated by reference to
Exhibit 3.1 to the February 28, 2005 10-Q). |
|
9 |
.1 |
|
Form of Voting Agreement, dated as of April 18, 2001, among
the Registrant and the covered persons party thereto as amended
and restated as of February 3, 2005 (incorporated by
reference to Exhibit 9.1 to the February 28,
2005 10-Q). |
|
10 |
.1 |
|
Form of Partner Matters Agreement, dated as of April 18,
2001, among the Registrant and the partners party thereto
(incorporated by reference to Exhibit 10.1 to the
April 19, 2001 Form S-1). |
|
10 |
.2 |
|
Form of Non-Competition Agreement, dated as of April 18,
2001, among the Registrant and certain employees (incorporated
by reference to Exhibit 10.2 to the April 19, 2001
Form S-1). |
|
10 |
.3 |
|
2001 Share Incentive Plan (incorporated by reference to
Exhibit 10.3 to the Registrants Registration
Statement on Form S-1/ A filed on July 12, 2001). |
|
10 |
.4 |
|
2001 Employee Share Purchase Plan (incorporated by reference to
Exhibit 10.14 to the November 30, 2001 10-Q). |
|
10 |
.5 |
|
Form of Articles of Association of Accenture SCA, consolidated
and updated as of June 28, 2005 (incorporated by reference
to Exhibit 10.1 to the May 31, 2005 10-Q). |
|
10 |
.6 |
|
Form of Accenture SCA Transfer Rights Agreement, dated as of
April 18, 2001, among Accenture SCA and the covered persons
party thereto as amended and restated as of February 3,
2005 (incorporated by reference to Exhibit 10.2 to the
February 28, 2005 10-Q). |
|
10 |
.7 |
|
Form of Non-Competition Agreement, dated as of April 18,
2001, among Accenture SCA and certain employees (incorporated by
reference to Exhibit 10.7 to the April 19, 2001
Form S-1). |
|
10 |
.8 |
|
Form of Letter Agreement, dated April 18, 2001, between
Accenture SCA and certain shareholders of Accenture SCA
(incorporated by reference to Exhibit 10.8 to the
April 19, 2001 Form S-1). |
|
10 |
.9 |
|
Form of Support Agreement, dated as of May 23, 2001,
between the Registrant and Accenture Canada Holdings Inc.
(incorporated by reference to Exhibit 10.9 to the
July 2, 2001 Form S-1/ A). |
76
|
|
|
|
|
Exhibit | |
|
|
Number | |
|
Exhibit |
| |
|
|
|
10 |
.10 |
|
Form of Employment Agreement of Messrs. Campbell, Cole,
Coughlan, Frerichs, Green, McGrath, Rohleder and Scrivner and
Ms. Mascolo (incorporated by reference to
Exhibit 10.10 to the Registrants Registration
Statement on Form S-1/ A filed on June 8, 2001 (the
June 8, 2001 S-1/ A)). |
|
10 |
.11 |
|
Form of Employment Agreement of Karl-Heinz Flöther
(incorporated by reference to Exhibit 10.3 to the
November 30, 2001 10-Q). |
|
10 |
.12 |
|
Form of Employment Agreement of Messrs. Foster and Lajtha
(incorporated by reference to Exhibit 10.8 to the
November 30, 2001 10-Q). |
|
10 |
.13 |
|
Form of Employment Agreement of Gianfranco Casati (English
translation) (filed herewith). |
|
10 |
.14 |
|
Form of Employment Agreement of Alexander van t Noordende
(English translation) (filed herewith). |
|
10 |
.15 |
|
Form of Articles of Association of Accenture Canada Holdings
Inc. (incorporated by reference to Exhibit 10.11 to the
July 2, 2001 Form S-1/ A). |
|
10 |
.16 |
|
Form of Exchange Trust Agreement by and between the
Registrant and Accenture Canada Holdings Inc. and CIBC Mellon
Trust Company, made as of May 23, 2001 (incorporated by
reference to Exhibit 10.12 to the July 2, 2001
Form S-1/ A). |
|
10 |
.17 |
|
Form of Letter Agreement, dated May 21, 2001, between the
Registrant and Stichting Naritaweg I (incorporated by reference
to Exhibit 10.13 to the July 2, 2001 Form S-1/ A). |
|
10 |
.18 |
|
Form of Letter Agreement, dated May 21, 2001, between the
Registrant and Stichting Naritaweg II (incorporated by
reference to Exhibit 10.14 to the July 2, 2001
Form S-1/ A). |
|
10 |
.19 |
|
Form of Transfer Restriction Agreement dated as of
October 1, 2002 among Accenture Ltd and the transferors and
transferees signatory thereto (incorporated by reference to
Exhibit 9.1 to the November 30, 2002 10-Q). |
|
10 |
.20 |
|
Form of Transfer Restriction Agreement dated as of
October 1, 2002 among Accenture SCA and the transferors and
transferees signatory thereto (incorporated by reference to
Exhibit 9.1 to Accenture SCAs November 30,
2002 10-Q). |
|
10 |
.21 |
|
Form of First Amendment, dated as of May 1, 2003, to
Transfer Restriction Agreement dated as of October 1, 2002
among Accenture Ltd and the transferors and transferees
signatory thereto (incorporated by reference to
Exhibit 99.(d)(13) to Accenture SCAs and Accenture
International SARLs Schedule TO filed on
September 30, 2003). |
|
10 |
.22 |
|
Form of First Amendment, dated as of May 1, 2003, to
Transfer Restriction Agreement dated as of October 1, 2002
among Accenture SCA and the transferors and transferees
signatory thereto (incorporated by reference to
Exhibit 99.(d)(14) to Accenture SCAs and Accenture
International SARLs Schedule TO filed on
September 30, 2003). |
|
10 |
.23 |
|
Form of Second Amendment, dated as of October 1, 2003, to
Transfer Restriction Agreement dated as of October 1, 2002
among Accenture Ltd and the transferors and transferees
signatory thereto (incorporated by reference to
Exhibit 99.(d)(15) to Accenture SCAs and Accenture
International SARLs Schedule TO filed on
April 29, 2004). |
|
10 |
.24 |
|
Form of Second Amendment, dated as of October 1, 2003, to
Transfer Restriction Agreement dated as of October 1, 2002
among Accenture SCA and the transferors and transferees
signatory thereto (incorporated by reference to
Exhibit 99.(d)(16) to Accenture SCAs and Accenture
International SARLs Schedule TO filed on
April 29, 2004). |
|
10 |
.25 |
|
Form of Ltd Transfer Restriction Agreement for the Accenture
Family and Charitable Transfer Program dated as of April 1,
2005 among Accenture Ltd and the transferors and transferees
signatory thereto (incorporated by reference to
Exhibit 10.3 to the May 31, 2005 10-Q). |
|
10 |
.26 |
|
Form of SCA Transfer Restriction Agreement for the Accenture
Family and Charitable Transfer Program dated as of April 1,
2005 among Accenture SCA and the transferors and transferees
signatory thereto (incorporated by reference to
Exhibit 10.2 to the May 31, 2005 10-Q). |
|
10 |
.27 |
|
Form of Transfer Agreement (for transfers of
Unrestricted Shares of Accenture Ltd) for the
Accenture Family and Charitable Transfer Program dated as of
April 1, 2005 among Accenture Ltd and the transferors and
transferees signatory thereto (incorporated by reference to
Exhibit 10.5 to the May 31, 2005 10-Q). |
77
|
|
|
|
|
Exhibit | |
|
|
Number | |
|
Exhibit |
| |
|
|
|
10 |
.28 |
|
Form of Transfer Agreement (for transfers of
Unrestricted Shares of Accenture SCA) for the
Accenture Family and Charitable Transfer Program dated as of
April 1, 2005 among Accenture SCA and the transferors and
transferees signatory thereto (incorporated by reference to
Exhibit 10.4 to the May 31, 2005 10-Q). |
|
10 |
.29 |
|
Form of Restricted Share Unit Agreement for senior executives
pursuant to the Accenture Ltd 2001 Share Incentive Plan
(incorporated by reference to Exhibit 4.1 to the
November 30, 2004 10-Q). |
|
10 |
.30 |
|
Form of Nonqualified Share Option Agreement for senior
executives pursuant to the Accenture Ltd 2001 Share
Incentive Plan (incorporated by reference to Exhibit 4.2 to
the November 30, 2004 10-Q). |
|
10 |
.31 |
|
Description of Annual Bonus Plan (incorporated by reference to
Exhibit 10.1 to the February 28, 2006 10-Q). |
|
21 |
.1 |
|
Subsidiaries of the Registrant (filed herewith). |
|
23 |
.1 |
|
Consent of KPMG LLP (filed herewith). |
|
23 |
.2 |
|
Consent of KPMG LLP related to the Accenture Ltd 2001 Employee
Share Purchase Plan (filed herewith). |
|
24 |
.1 |
|
Power of Attorney (included on the signature page hereto). |
|
31 |
.1 |
|
Certification of the Chief Executive Officer, pursuant to
Rules 13a-14(a) and 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (filed
herewith). |
|
31 |
.2 |
|
Certification of the Chief Financial Officer, pursuant to
Rules 13a-14(a) and 15d-14(a), as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (filed
herewith). |
|
32 |
.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). |
|
32 |
.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). |
|
99 |
.1 |
|
Accenture Ltd 2001 Employee Share Purchase Plan Financial
Statements (filed herewith). |
78
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf on October 18, 2006 by
the undersigned, thereunto duly authorized.
|
|
|
|
|
Name: William D. Green |
|
Title: Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints William
D. Green, Pamela J. Craig and Douglas G. Scrivner, and each of
them, as his or her true and lawful
attorneys-in-fact and
agents, with power to act with or without the others and with
full power of substitution and resubstitution, to do any and all
acts and things and to execute any and all instruments which
said attorneys and agents and each of them may deem necessary or
desirable to enable the Registrant to comply with the
U.S. Securities Exchange Act of 1934, as amended, and any
rules, regulations and requirements of the U.S. Securities
and Exchange Commission thereunder in connection with the
Registrants Annual Report on
Form 10-K for the
fiscal year ended August 31, 2006 (the Annual
Report), including specifically, but without limiting the
generality of the foregoing, power and authority to sign the
name of the Registrant and the name of the undersigned,
individually and in his or her capacity as a director or officer
of the Registrant, to the Annual Report as filed with the
U.S. Securities and Exchange Commission, to any and all
amendments thereto, and to any and all instruments or documents
filed as part thereof or in connection therewith; and each of
the undersigned hereby ratifies and confirms all that said
attorneys and agents and each of them shall do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below on October 18, 2006 by
the following persons on behalf of the Registrant and in the
capacities indicated.
|
|
|
|
|
Signature |
|
Title |
|
|
|
|
/s/ William D. Green
William D. Green |
|
Chief Executive Officer,
Chairman of the Board and Director
(principal executive officer)
|
|
/s/ Dina Dublon
Dina Dublon |
|
Director
|
|
/s/ Dennis F. Hightower
Dennis F. Hightower |
|
Director
|
|
/s/ Nobuyuki Idei
Nobuyuki Idei |
|
Director
|
|
|
|
|
|
Signature |
|
Title |
|
|
|
|
/s/ William L. Kimsey
William L. Kimsey |
|
Director
|
|
/s/ Robert I. Lipp
Robert I. Lipp |
|
Director
|
|
/s/ Marjorie Magner
Marjorie Magner |
|
Director
|
|
/s/ Blythe J. Mcgarvie
Blythe J. McGarvie |
|
Director
|
|
/s/ Sir Mark Moody
Stuart
Sir Mark Moody Stuart |
|
Director
|
|
/s/ Wulf Von
Schimmelmann
Wulf von Schimmelmann |
|
Director
|
|
/s/ Michael G. Mcgrath
Michael G. McGrath |
|
Chief Financial Officer
(principal financial officer)
|
|
/s/ Anthony G. Coughlan
Anthony G. Coughlan |
|
Principal Accounting Officer and Controller
(principal accounting officer)
|
ACCENTURE LTD
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
|
|
|
|
|
|
Page | |
|
|
| |
|
|
|
F-2 |
|
Consolidated Financial Statements as of August 31, 2006 and
2005 and for the three years ended August 31, 2006:
|
|
|
|
|
|
|
|
|
F-4 |
|
|
|
|
|
F-5 |
|
|
|
|
|
F-6 |
|
|
|
|
|
F-8 |
|
|
|
|
F-9 |
|
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
Accenture Ltd:
We have audited the accompanying Consolidated Balance Sheets of
Accenture Ltd and its subsidiaries as of August 31, 2006
and 2005, and the related Consolidated Statements of Income,
Shareholders Equity and Comprehensive Income, and Cash
Flows for each of the years in the three-year period ended
August 31, 2006. These Consolidated Financial Statements
are the responsibility of the Companys management. Our
responsibility is to express an opinion on these Consolidated
Financial Statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the Consolidated Financial Statements referred
to above present fairly, in all material respects, the financial
position of Accenture Ltd and its subsidiaries as of
August 31, 2006 and 2005, and the results of their
operations and their cash flows for each of the years in the
three-year period ended August 31, 2006, in conformity with
U.S. generally accepted accounting principles.
As disclosed in Note 1 to the Consolidated Financial
Statements, the Company, as of September 1, 2005, changed
its method of accounting for share-based awards.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
effectiveness of Accenture Ltds internal control over
financial reporting as of August 31, 2006, based on
criteria established in the Internal ControlIntegrated
Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO), and our report dated
October 18, 2006 expressed an unqualified opinion on
managements assessment of, and the effective operation of,
internal control over financial reporting.
/s/ KPMG LLP
Chicago, Illinois
October 18, 2006
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
Accenture Ltd:
We have audited managements assessment, included in the
accompanying Managements Report On Internal Control Over
Financial Reporting (Item 9A(b)), that Accenture Ltd
maintained effective internal control over financial reporting
as of August 31, 2006, based on criteria established in the
Internal ControlIntegrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission
(COSO). Accenture Ltds management is responsible for
maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control
over financial reporting. Our responsibility is to express an
opinion on managements assessment and an opinion on the
effectiveness of the Companys internal control over
financial reporting based on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control
over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of
internal control over financial reporting, evaluating
managements assessment, testing and evaluating the design
and operating effectiveness of internal control, and performing
such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable
basis for our opinion.
A companys internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. A companys
internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of
management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
In our opinion, managements assessment that Accenture Ltd
maintained effective internal control over financial reporting
as of August 31, 2006, is fairly stated, in all material
respects, based on criteria established in Internal
ControlIntegrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).
Also, in our opinion, Accenture Ltd maintained, in all material
respects, effective internal control over financial reporting as
of August 31, 2006, based on criteria established in
Internal ControlIntegrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission
(COSO).
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
Consolidated Balance Sheets of Accenture Ltd and its
subsidiaries as of August 31, 2006 and 2005, and the
related Consolidated Statements of Income, Shareholders
Equity and Comprehensive Income, and Cash Flows for each of the
years in the three-year period ended August 31, 2006, and
our report dated October 18, 2006 expressed an unqualified
opinion on those Consolidated Financial Statements.
/s/ KPMG LLP
Chicago, Illinois
October 18, 2006
F-3
ACCENTURE LTD
CONSOLIDATED BALANCE SHEETS
August 31, 2006 and 2005
(In thousands of U.S. dollars, except share and per
share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
ASSETS |
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$ |
3,066,988 |
|
|
$ |
2,483,990 |
|
|
Short-term investments
|
|
|
352,951 |
|
|
|
463,460 |
|
|
Receivables from clients, net of allowances of $48,069 and
$40,821
|
|
|
1,916,450 |
|
|
|
1,752,937 |
|
|
Unbilled services
|
|
|
1,350,211 |
|
|
|
1,353,676 |
|
|
Deferred income taxes, net
|
|
|
187,720 |
|
|
|
121,386 |
|
|
Other current assets
|
|
|
479,501 |
|
|
|
509,818 |
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
7,353,821 |
|
|
|
6,685,267 |
|
|
|
|
|
|
|
|
NON-CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
Unbilled services
|
|
|
105,081 |
|
|
|
472,430 |
|
|
Investments
|
|
|
125,119 |
|
|
|
262,873 |
|
|
Property and equipment, net of accumulated depreciation of
$1,359,978 and $1,268,658
|
|
|
727,692 |
|
|
|
693,710 |
|
|
Goodwill
|
|
|
527,648 |
|
|
|
378,488 |
|
|
Deferred income taxes, net
|
|
|
392,211 |
|
|
|
291,033 |
|
|
Other non-current assets
|
|
|
186,508 |
|
|
|
173,551 |
|
|
|
|
|
|
|
|
|
|
Total non-current assets
|
|
|
2,064,259 |
|
|
|
2,272,085 |
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$ |
9,418,080 |
|
|
$ |
8,957,352 |
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
Short-term bank borrowings
|
|
$ |
2,218 |
|
|
$ |
13,681 |
|
|
Current portion of long-term debt
|
|
|
22,574 |
|
|
|
17,391 |
|
|
Accounts payable
|
|
|
856,087 |
|
|
|
807,317 |
|
|
Deferred revenues
|
|
|
1,511,259 |
|
|
|
1,284,303 |
|
|
Accrued payroll and related benefits
|
|
|
1,693,796 |
|
|
|
1,430,998 |
|
|
Income taxes payable
|
|
|
722,096 |
|
|
|
831,399 |
|
|
Deferred income taxes, net
|
|
|
49,870 |
|
|
|
42,609 |
|
|
Other accrued liabilities
|
|
|
958,582 |
|
|
|
503,435 |
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
5,816,482 |
|
|
|
4,931,133 |
|
|
|
|
|
|
|
|
NON-CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
27,065 |
|
|
|
44,116 |
|
|
Retirement obligation
|
|
|
492,555 |
|
|
|
753,558 |
|
|
Deferred income taxes, net
|
|
|
16,880 |
|
|
|
5,621 |
|
|
Other non-current liabilities
|
|
|
302,965 |
|
|
|
545,051 |
|
|
|
|
|
|
|
|
|
|
Total non-current liabilities
|
|
|
839,465 |
|
|
|
1,348,346 |
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
|
|
|
|
MINORITY INTEREST
|
|
|
867,878 |
|
|
|
980,959 |
|
SHAREHOLDERS EQUITY:
|
|
|
|
|
|
|
|
|
|
Preferred shares, 2,000,000,000 shares authorized, zero
shares issued and outstanding
|
|
|
|
|
|
|
|
|
|
Class A common shares, par value $0.0000225 per share,
20,000,000,000 shares authorized, 617,565,722 and
602,705,936 shares issued as of August 31, 2006 and
August 31, 2005, respectively
|
|
|
14 |
|
|
|
13 |
|
|
Class X common shares, par value $0.0000225 per share,
1,000,000,000 shares authorized, 245,006,562 and
321,088,062 shares issued and outstanding as of
August 31, 2006 and August 31, 2005, respectively
|
|
|
6 |
|
|
|
7 |
|
|
Restricted share units
|
|
|
482,289 |
|
|
|
365,708 |
|
|
Additional paid-in capital
|
|
|
701,006 |
|
|
|
1,365,013 |
|
|
Treasury shares, at cost, 36,990,533 and 32,265,976 shares
as of August 31, 2006 and August 31, 2005, respectively
|
|
|
(869,957 |
) |
|
|
(763,682 |
) |
|
Retained earnings
|
|
|
1,607,391 |
|
|
|
962,339 |
|
|
Accumulated other comprehensive loss
|
|
|
(26,494 |
) |
|
|
(232,484 |
) |
|
|
|
|
|
|
|
|
|
Total shareholders equity
|
|
|
1,894,255 |
|
|
|
1,696,914 |
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
|
|
$ |
9,418,080 |
|
|
$ |
8,957,352 |
|
|
|
|
|
|
|
|
The accompanying Notes are an integral part of these
Consolidated Financial Statements.
F-4
ACCENTURE LTD
CONSOLIDATED INCOME STATEMENTS
For the Years Ended August 31, 2006, 2005 and 2004
(In thousands of U.S. dollars, except share and per
share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
REVENUES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues before reimbursements
|
|
$ |
16,646,391 |
|
|
$ |
15,547,029 |
|
|
$ |
13,673,563 |
|
|
Reimbursements
|
|
|
1,581,975 |
|
|
|
1,547,391 |
|
|
|
1,440,019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
18,228,366 |
|
|
|
17,094,420 |
|
|
|
15,113,582 |
|
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services before reimbursable expenses
|
|
|
11,652,352 |
|
|
|
10,454,830 |
|
|
|
9,057,246 |
|
|
|
Reimbursable expenses
|
|
|
1,581,975 |
|
|
|
1,547,391 |
|
|
|
1,440,019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of services
|
|
|
13,234,327 |
|
|
|
12,002,221 |
|
|
|
10,497,265 |
|
|
Sales and marketing
|
|
|
1,708,256 |
|
|
|
1,558,266 |
|
|
|
1,488,333 |
|
|
General and administrative costs
|
|
|
1,492,690 |
|
|
|
1,511,952 |
|
|
|
1,340,467 |
|
|
Reorganization and restructuring (benefits) costs
|
|
|
(47,966 |
) |
|
|
(89,257 |
) |
|
|
28,891 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses
|
|
|
16,387,307 |
|
|
|
14,983,182 |
|
|
|
13,354,956 |
|
|
|
|
|
|
|
|
|
|
|
OPERATING INCOME
|
|
|
1,841,059 |
|
|
|
2,111,238 |
|
|
|
1,758,626 |
|
Gain on investments, net
|
|
|
2,018 |
|
|
|
21,468 |
|
|
|
3,397 |
|
Interest income
|
|
|
129,547 |
|
|
|
108,236 |
|
|
|
59,939 |
|
Interest expense
|
|
|
(21,146 |
) |
|
|
(23,973 |
) |
|
|
(22,044 |
) |
Other (expense) income
|
|
|
(27,811 |
) |
|
|
(10,967 |
) |
|
|
160 |
|
Equity in losses of affiliates
|
|
|
|
|
|
|
|
|
|
|
(1,508 |
) |
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE INCOME TAXES
|
|
|
1,923,667 |
|
|
|
2,206,002 |
|
|
|
1,798,570 |
|
Provision for income taxes
|
|
|
490,535 |
|
|
|
697,097 |
|
|
|
575,543 |
|
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE MINORITY INTEREST
|
|
|
1,433,132 |
|
|
|
1,508,905 |
|
|
|
1,223,027 |
|
Minority interest in Accenture SCA and Accenture Canada Holdings
Inc.
|
|
|
(447,382 |
) |
|
|
(556,485 |
) |
|
|
(529,672 |
) |
Minority interestother
|
|
|
(12,421 |
) |
|
|
(11,946 |
) |
|
|
(2,527 |
) |
|
|
|
|
|
|
|
|
|
|
NET INCOME
|
|
$ |
973,329 |
|
|
$ |
940,474 |
|
|
$ |
690,828 |
|
|
|
|
|
|
|
|
|
|
|
Weighted average Class A common shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
589,099,824 |
|
|
|
588,505,335 |
|
|
|
553,298,104 |
|
Diluted
|
|
|
893,810,585 |
|
|
|
960,853,814 |
|
|
|
1,003,081,228 |
|
Earnings per Class A common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
1.65 |
|
|
$ |
1.60 |
|
|
$ |
1.25 |
|
Diluted
|
|
$ |
1.59 |
|
|
$ |
1.56 |
|
|
$ |
1.22 |
|
Cash dividends per share
|
|
$ |
0.30 |
|
|
$ |
|
|
|
$ |
|
|
The accompanying Notes are an integral part of these
Consolidated Financial Statements.
F-5
ACCENTURE LTD
CONSOLIDATED SHAREHOLDERS EQUITY AND COMPREHENSIVE
INCOME STATEMENTS
For the Years Ended August 31, 2006, 2005 and 2004
(In thousands of U.S. dollars and in thousands of share
amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A | |
|
Class X | |
|
|
|
|
|
Treasury | |
|
|
|
|
|
|
|
|
|
|
Common Shares | |
|
Common Shares | |
|
|
|
|
|
Shares | |
|
|
|
Accumulated | |
|
|
|
|
|
|
| |
|
| |
|
|
|
Additional | |
|
| |
|
Retained | |
|
Other | |
|
|
|
|
Preferred |
|
|
|
No. | |
|
|
|
No. | |
|
Restricted | |
|
Paid-In | |
|
|
|
No. | |
|
Earnings | |
|
Comprehensive | |
|
|
|
|
Shares |
|
$ | |
|
Shares | |
|
$ | |
|
Shares | |
|
Share Units | |
|
Capital | |
|
$ | |
|
Shares | |
|
(Deficit) | |
|
Income (Loss) | |
|
Total | |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Balance as of August 31, 2003
|
|
$ |
|
|
|
$ |
10 |
|
|
|
458,629 |
|
|
$ |
11 |
|
|
|
508,723 |
|
|
$ |
557,609 |
|
|
$ |
1,501,136 |
|
|
$ |
(397,076 |
) |
|
|
(23,311 |
) |
|
$ |
(641,915 |
) |
|
$ |
(188,233 |
) |
|
$ |
831,542 |
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
690,828 |
|
|
|
|
|
|
|
690,828 |
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains on marketable securities, net of
reclassification adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,585 |
|
|
|
1,585 |
|
|
|
|
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,312 |
|
|
|
44,312 |
|
|
|
|
Minimum pension liability adjustment, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,350 |
) |
|
|
28,576 |
|
|
|
24,226 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
74,473 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
760,951 |
|
Income tax benefit on:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,235 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,235 |
|
|
Contract termination
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,073 |
|
|
|
|
|
|
|
2,073 |
|
Purchases of Class A common shares
|
|
|
|
|
|
|
|
|
|
|
(3,157 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(79,491 |
) |
|
|
(305,236 |
) |
|
|
(12,494 |
) |
|
|
|
|
|
|
|
|
|
|
(384,727 |
) |
Share-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59,434 |
|
|
|
1,052 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,486 |
|
Purchases/redemptions of Accenture SCA Class I common
shares and Accenture Canada Holdings Inc. exchangeable shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2 |
) |
|
|
(143,398 |
) |
|
|
|
|
|
|
(3,089,264 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,089,266 |
) |
Issuances of Class A common shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee share programs
|
|
|
|
|
|
|
|
|
|
|
23,069 |
|
|
|
|
|
|
|
|
|
|
|
(292,580 |
) |
|
|
325,382 |
|
|
|
273,105 |
|
|
|
16,587 |
|
|
|
|
|
|
|
|
|
|
|
305,907 |
|
|
In September 2003 secondary offering
|
|
|
|
|
|
|
2 |
|
|
|
69,695 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,421,873 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,421,875 |
|
|
In May 2004 secondary offering
|
|
|
|
|
|
|
1 |
|
|
|
43,261 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
988,172 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
988,173 |
|
Transaction fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,519 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,519 |
|
Minority interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
519,038 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
519,038 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of August 31, 2004
|
|
$ |
|
|
|
$ |
13 |
|
|
|
591,497 |
|
|
$ |
9 |
|
|
|
365,325 |
|
|
$ |
324,463 |
|
|
$ |
1,643,652 |
|
|
$ |
(429,207 |
) |
|
|
(19,218 |
) |
|
$ |
46,636 |
|
|
$ |
(113,760 |
) |
|
$ |
1,471,806 |
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
940,474 |
|
|
|
|
|
|
|
940,474 |
|
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized losses on marketable securities, net of
reclassification adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,743 |
) |
|
|
(2,743 |
) |
|
|
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(20,284 |
) |
|
|
(20,284 |
) |
F-6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A | |
|
Class X | |
|
|
|
|
|
Treasury | |
|
|
|
|
|
|
|
|
|
|
Common Shares | |
|
Common Shares | |
|
|
|
|
|
Shares | |
|
|
|
Accumulated | |
|
|
|
|
|
|
| |
|
| |
|
|
|
Additional | |
|
| |
|
Retained | |
|
Other | |
|
|
|
|
Preferred |
|
|
|
No. | |
|
|
|
No. | |
|
Restricted | |
|
Paid-In | |
|
|
|
No. | |
|
Earnings | |
|
Comprehensive | |
|
|
|
|
Shares |
|
$ | |
|
Shares | |
|
$ | |
|
Shares | |
|
Share Units | |
|
Capital | |
|
$ | |
|
Shares | |
|
(Deficit) | |
|
Income (Loss) | |
|
Total | |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
Minimum pension liability adjustment, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(95,697 |
) |
|
|
(95,697 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(118,724 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
821,750 |
|
Income tax benefit on:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,532 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
75,532 |
|
|
Costs related to issuance of shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,846 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,846 |
|
|
Contract termination
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
134 |
|
|
|
|
|
|
|
134 |
|
Purchases of Class A common shares
|
|
|
|
|
|
|
|
|
|
|
(562 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13,286 |
) |
|
|
(503,088 |
) |
|
|
(21,497 |
) |
|
|
|
|
|
|
|
|
|
|
(516,374 |
) |
Share-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
87,640 |
|
|
|
701 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
88,341 |
|
Purchases/redemptions of Accenture SCA Class I common
shares and Accenture Canada Holdings Inc. exchangeable shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2 |
) |
|
|
(44,237 |
) |
|
|
|
|
|
|
(1,095,155 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,095,157 |
) |
Issuances of Class A common shares related to employee
share programs
|
|
|
|
|
|
|
|
|
|
|
11,771 |
|
|
|
|
|
|
|
|
|
|
|
(46,395 |
) |
|
|
197,967 |
|
|
|
168,613 |
|
|
|
8,449 |
|
|
|
(24,905 |
) |
|
|
|
|
|
|
295,280 |
|
Transaction fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,427 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,427 |
|
Minority interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
543,329 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
543,329 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of August 31, 2005
|
|
$ |
|
|
|
$ |
13 |
|
|
|
602,706 |
|
|
$ |
7 |
|
|
|
321,088 |
|
|
$ |
365,708 |
|
|
$ |
1,365,013 |
|
|
$ |
(763,682 |
) |
|
|
(32,266 |
) |
|
$ |
962,339 |
|
|
$ |
(232,484 |
) |
|
$ |
1,696,914 |
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
973,329 |
|
|
|
|
|
|
|
973,329 |
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized losses on marketable securities, net of
reclassification adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,260 |
) |
|
|
(1,260 |
) |
|
|
Foreign currency translation adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52,423 |
|
|
|
52,423 |
|
|
|
Minimum pension liability adjustment, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
154,827 |
|
|
|
154,827 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
205,990 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,179,319 |
|
Income tax benefit on:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,508 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,508 |
|
|
Contract termination
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
497 |
|
|
|
|
|
|
|
497 |
|
Purchases of Class A common shares
|
|
|
|
|
|
|
|
|
|
|
(581 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16,192 |
) |
|
|
(366,481 |
) |
|
|
(15,470 |
) |
|
|
|
|
|
|
|
|
|
|
(382,673 |
) |
Share-based compensation expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
152,158 |
|
|
|
112,952 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
265,110 |
|
Purchases/redemptions of Accenture SCA Class I common
shares and Accenture Canada Holdings Inc. exchangeable shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
(76,081 |
) |
|
|
|
|
|
|
(1,704,353 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,704,354 |
) |
Issuances of Class A common shares related to employee
share programs
|
|
|
|
|
|
|
1 |
|
|
|
15,441 |
|
|
|
|
|
|
|
|
|
|
|
(49,141 |
) |
|
|
273,089 |
|
|
|
260,206 |
|
|
|
10,745 |
|
|
|
(47,237 |
) |
|
|
|
|
|
|
436,918 |
|
Dividends
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,564 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(281,537 |
) |
|
|
|
|
|
|
(267,973 |
) |
Minority interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
569,989 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
569,989 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of August 31, 2006
|
|
$ |
|
|
|
$ |
14 |
|
|
|
617,566 |
|
|
$ |
6 |
|
|
|
245,007 |
|
|
$ |
482,289 |
|
|
$ |
701,006 |
|
|
$ |
(869,957 |
) |
|
|
(36,991 |
) |
|
$ |
1,607,391 |
|
|
$ |
(26,494 |
) |
|
$ |
1,894,255 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying Notes are an integral part of these
Consolidated Financial Statements.
F-7
ACCENTURE LTD
CONSOLIDATED CASH FLOWS STATEMENTS
For the Years Ended August 31, 2006, 2005 and 2004
(In thousands of U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
973,329 |
|
|
$ |
940,474 |
|
|
$ |
690,828 |
|
|
Adjustments to reconcile Net income to Net cash provided by
operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization (including amortization of
deferred charges)
|
|
|
320,610 |
|
|
|
282,073 |
|
|
|
257,080 |
|
|
|
|
Reorganization benefits, net
|
|
|
(47,966 |
) |
|
|
(89,257 |
) |
|
|
(78,365 |
) |
|
|
|
Gains on investments, net
|
|
|
(2,018 |
) |
|
|
(21,468 |
) |
|
|
(3,397 |
) |
|
|
|
Losses on disposal of property and equipment, net
|
|
|
1,201 |
|
|
|
6,254 |
|
|
|
8,596 |
|
|
|
|
Losses on impairment of property and equipment
|
|
|
31,337 |
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation expense
|
|
|
270,884 |
|
|
|
88,341 |
|
|
|
60,486 |
|
|
|
|
Deferred income taxes, net
|
|
|
(223,637 |
) |
|
|
63,139 |
|
|
|
92,864 |
|
|
|
|
Minority interest
|
|
|
459,803 |
|
|
|
568,431 |
|
|
|
532,199 |
|
|
|
|
Other, net
|
|
|
(346 |
) |
|
|
2,104 |
|
|
|
(121 |
) |
|
|
|
Change in assets and liabilities, net of acquisitions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Receivables from clients, net
|
|
|
(90,458 |
) |
|
|
(59,460 |
) |
|
|
(182,998 |
) |
|
|
|
|
Other current assets
|
|
|
35,755 |
|
|
|
12,399 |
|
|
|
(208,802 |
) |
|
|
|
|
Unbilled services, current and non-current
|
|
|
400,142 |
|
|
|
(596,984 |
) |
|
|
(222,428 |
) |
|
|
|
|
Other non-current assets
|
|
|
(12,655 |
) |
|
|
(24,853 |
) |
|
|
(84,703 |
) |
|
|
|
|
Accounts payable
|
|
|
48,157 |
|
|
|
270,499 |
|
|
|
(65,486 |
) |
|
|
|
|
Deferred revenues
|
|
|
130,504 |
|
|
|
334,121 |
|
|
|
275,371 |
|
|
|
|
|
Accrued payroll and related benefits
|
|
|
228,688 |
|
|
|
(60,147 |
) |
|
|
498,293 |
|
|
|
|
|
Income taxes payable
|
|
|
(68,961 |
) |
|
|
115,950 |
|
|
|
143,229 |
|
|
|
|
|
Other accrued liabilities
|
|
|
233,961 |
|
|
|
29,714 |
|
|
|
162,675 |
|
|
|
|
|
Other non-current liabilities
|
|
|
(20,341 |
) |
|
|
25,751 |
|
|
|
(119,372 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
2,667,989 |
|
|
|
1,887,081 |
|
|
|
1,755,949 |
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from maturities and sales of available-for-sale
investments
|
|
|
657,629 |
|
|
|
944,484 |
|
|
|
421,003 |
|
|
|
Purchases of available-for-sale investments
|
|
|
(401,181 |
) |
|
|
(1,019,317 |
) |
|
|
(1,014,998 |
) |
|
|
Proceeds from sales of property and equipment
|
|
|
13,951 |
|
|
|
6,318 |
|
|
|
11,026 |
|
|
|
Purchases of property and equipment
|
|
|
(306,174 |
) |
|
|
(317,772 |
) |
|
|
(281,986 |
) |
|
|
Purchases of businesses and investments, net of cash acquired
|
|
|
(220,985 |
) |
|
|
(188,469 |
) |
|
|
(31,662 |
) |
|
|
Other, net
|
|
|
4,260 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(252,500 |
) |
|
|
(574,756 |
) |
|
|
(896,617 |
) |
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment of retirement benefits to former pre-incorporation
partners
|
|
|
(32,671 |
) |
|
|
(38,453 |
) |
|
|
(30,606 |
) |
|
|
Proceeds from issuance of common shares
|
|
|
436,918 |
|
|
|
298,707 |
|
|
|
2,741,474 |
|
|
|
Purchases of common shares
|
|
|
(2,087,027 |
) |
|
|
(1,625,097 |
) |
|
|
(3,459,934 |
) |
|
|
Proceeds from long-term debt
|
|
|
29,742 |
|
|
|
6,061 |
|
|
|
799 |
|
|
|
Repayments of long-term debt
|
|
|
(36,056 |
) |
|
|
(9,467 |
) |
|
|
(4,058 |
) |
|
|
Proceeds from short-term borrowings
|
|
|
40,269 |
|
|
|
61,834 |
|
|
|
96,851 |
|
|
|
Repayments of short-term borrowings
|
|
|
(52,657 |
) |
|
|
(71,043 |
) |
|
|
(115,491 |
) |
|
|
Decrease in restricted cash of Accenture Share Employee
Compensation Trust
|
|
|
|
|
|
|
|
|
|
|
83,280 |
|
|
|
Cash dividends paid
|
|
|
(267,973 |
) |
|
|
|
|
|
|
|
|
|
|
Excess tax benefits from share-based payment arrangements
|
|
|
42,832 |
|
|
|
|
|
|
|
|
|
|
|
Other, net
|
|
|
(7,844 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
(1,934,467 |
) |
|
|
(1,377,458 |
) |
|
|
(687,685 |
) |
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
101,976 |
|
|
|
(3,835 |
) |
|
|
49,150 |
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
|
582,998 |
|
|
|
(68,968 |
) |
|
|
220,797 |
|
CASH AND CASH EQUIVALENTS, beginning of period
|
|
|
2,483,990 |
|
|
|
2,552,958 |
|
|
|
2,332,161 |
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS, end of period
|
|
$ |
3,066,988 |
|
|
$ |
2,483,990 |
|
|
$ |
2,552,958 |
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$ |
20,837 |
|
|
$ |
23,597 |
|
|
$ |
21,970 |
|
|
|
Income taxes paid
|
|
$ |
768,313 |
|
|
$ |
573,026 |
|
|
$ |
387,450 |
|
The accompanying Notes are an integral part of these
Consolidated Financial Statements.
F-8
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
|
|
1. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Description of Business
Accenture Ltd is one of the worlds leading management
consulting, technology services and outsourcing organizations
with approximately 140,000 employees; offices and operations in
more than 150 cities in 49 countries; and fiscal 2006
revenues before reimbursements of $16,646,391.
Accenture Ltd operates globally with one common brand and
business model designed to enable it to provide clients around
the world with the same high level of service. Drawing on a
combination of industry expertise, functional capabilities,
alliances, global resources and technology, Accenture Ltd
delivers competitively priced, high-value services that help
clients measurably improve business performance. Accenture
Ltds global delivery model enables it to provide a
complete end-to-end
delivery capability by drawing on Accenture Ltds global
resources to deliver high-quality, cost-effective solutions to
clients under demanding timeframes.
In fiscal 2005, Accenture Ltd developed and announced a new,
broader career model for its highest-level executives that
recognizes the diversity of roles and responsibilities
demonstrated by these employees. This new career framework
replaces internal use of the partner title with the
more comprehensive senior executive title and
applies the senior executive title to its
highest-level employees, including those employees previously
referred to as partners. However, for proper context, Accenture
Ltd continues to use the term partner in these Notes
to Consolidated Financial Statements to refer to these persons
in certain situations related to our reorganization and the
period prior to our incorporation.
Principles of Consolidation
The Consolidated Financial Statements include the accounts of
Accenture Ltd, a Bermuda company, and its controlled subsidiary
companies (the Company). Accenture Ltds only
business is to hold Class II and Class III common
shares in, and to act as the sole general partner of, its
subsidiary, Accenture SCA, a Luxembourg partnership limited by
shares. The Company operates its business through Accenture SCA
and subsidiaries of Accenture SCA. Accenture Ltd controls
Accenture SCAs management and operations and consolidates
Accenture SCAs results in its financial statements.
The shares of Accenture SCA and Accenture Canada Holdings Inc.
held by persons other than the Company are treated as a minority
interest in the Consolidated Financial Statements. The minority
interest percentages were 30% and 35% at August 31, 2006
and 2005, respectively. Purchases and/or redemptions of
Accenture SCA Class I common shares or Accenture Canada
Holdings Inc. exchangeable shares are accounted for at carryover
basis.
Revenue Recognition
Revenues from contracts for technology integration consulting
services where we design/redesign, build and implement new or
enhanced systems applications and related processes for our
clients are recognized on the
percentage-of-completion
method in accordance with American Institute of Certified Public
Accountants Statement of Position 81-1, Accounting for
Performance of Construction-Type and
F-9
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
Certain Production-Type Contracts
(SOP 81-1).
Percentage-of-completion
accounting involves calculating the percentage of services
provided during the reporting period compared to the total
estimated services to be provided over the duration of the
contract. Estimated revenues for applying the
percentage-of-completion
method include estimated incentives for which achievement of
defined goals is deemed probable. This method is followed where
reasonably dependable estimates of revenues and costs 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 may result in increases or
decreases to revenues and income and are reflected in the
Consolidated Financial Statements in the periods in which they
are first identified. If our estimates indicate that a contract
loss will occur, a loss provision is recorded in the period in
which the loss first becomes probable and reasonably estimable.
Contract losses are determined to be the amount by which the
estimated direct and indirect costs of the contract exceed the
estimated total revenues that will be generated by the contract
and are included in Cost of services and classified in Other
accrued liabilities in the Consolidated Balance Sheet. Contract
loss provisions recorded as of August, 31, 2006 and 2005
are immaterial.
Revenues from contracts for non-technology integration
consulting services with fees based on time and materials or
cost-plus are recognized as the services are performed and
amounts are earned in accordance with SEC Staff Accounting
Bulletin (SAB) No. 101, Revenue
Recognition in Financial Statements
(SAB 101), as amended by
SAB No. 104, Revenue Recognition
(SAB 104). We consider amounts to be earned
once evidence of an arrangement has been obtained, services are
delivered, fees are fixed or determinable, and collectibility is
reasonably assured. In such contracts, our efforts, measured by
time incurred, typically represent the contractual milestones or
output measure, which is the contractual earnings pattern. For
non-technology integration consulting contracts with fixed fees,
we recognize revenues as amounts become billable in accordance
with contract terms, provided the billable amounts are not
contingent, are consistent with the services delivered, and are
earned. Contingent or incentive revenues relating to
non-technology integration consulting contracts are recognized
when the contingency is satisfied and we conclude the amounts
are earned.
Outsourcing contracts typically span several years and involve
complex delivery, often through multiple workforces in different
countries. In a number of these arrangements, we hire client
employees and become responsible for certain client obligations.
Revenues are recognized on outsourcing contracts as amounts
become billable in accordance with contract terms, unless the
amounts are billed in advance of performance of services in
which case revenues are recognized when the services are
performed and amounts are earned in accordance with
SAB 101, as amended by SAB 104. Revenues from
time-and-materials or cost-plus contracts are recognized as the
services are performed. In such contracts, our effort, measured
by time incurred, represents the contractual milestones or
output measure, which is the contractual earnings pattern.
Revenues from unit-priced contracts are recognized as
transactions are processed based on objective measures of
output. Revenues from fixed-price contracts are recognized on a
straight-line basis, unless revenues are earned and obligations
are fulfilled in a different pattern. 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 and we conclude the
amounts are earned.
F-10
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
Costs related to delivering outsourcing services are expensed as
incurred with the exception of certain transition costs related
to the set-up of
processes, personnel and systems, which are deferred during the
transition period and expensed evenly over the period
outsourcing services are provided. The deferred costs are
specific internal costs or incremental external costs directly
related to transition or
set-up activities
necessary to enable the outsourced services. Deferred amounts
are protected in the event of early termination of the contract
and are monitored regularly for impairment. Impairment losses
are recorded when projected undiscounted operating cash flows of
the related contract are not sufficient to recover the carrying
amount of contract assets. Deferred transition costs were
$154,131 and $71,102 at August 31, 2006 and 2005,
respectively, and are classified in current Unbilled services on
the Consolidated Balance Sheet. Amounts billable to the client
for transition or
set-up activities are
deferred and recognized as revenue evenly over the period
outsourcing services are provided.
Revenues for contracts with multiple elements are allocated
pursuant to Emerging Issues Task Force
Issue 00-21,
Accounting for Revenue Arrangements with Multiple
Deliverables, based on the lesser of the
elements relative fair value or the amount that is not
contingent on future delivery of another element. If the amount
of non-contingent revenues allocated to a delivered element is
less than the costs to deliver such services, then such costs
are deferred and recognized in future periods when the revenues
become non-contingent. Fair value is determined based on the
prices charged when each element is sold separately. Revenues
are recognized in accordance with our accounting policies for
the separate elements, as described above. Elements qualify for
separation when the services have value on a stand-alone basis,
fair value of the separate elements exists and, in arrangements
that include a general right of refund relative to the delivered
element, performance of the undelivered element is considered
probable and substantially in our control. While determining
fair value and identifying separate elements require judgment,
generally fair value and the separate elements are readily
identifiable as we also sell those elements unaccompanied by
other elements.
Revenues recognized in excess of billings are recorded as
Unbilled services. Billings in excess of revenues recognized are
recorded as Deferred revenues until revenue recognition criteria
are met.
Revenues before reimbursements include the margin earned on
computer hardware and software, as well as revenues from
alliance agreements. 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 are included in Cost
of services.
Operating Expenses
Selected components of operating expenses were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Training costs
|
|
$ |
680,662 |
|
|
$ |
546,248 |
|
|
$ |
401,266 |
|
Research and development costs
|
|
|
298,354 |
|
|
|
243,449 |
|
|
|
271,943 |
|
Advertising costs
|
|
|
68,810 |
|
|
|
65,902 |
|
|
|
61,932 |
|
Provision for (release of) doubtful accounts
|
|
|
9,389 |
|
|
|
(3,849 |
) |
|
|
(641 |
) |
F-11
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
Subcontractor costs are included in Cost of services as they are
incurred.
Translation of
Non-U.S. Currency
Amounts
Assets and liabilities of
non-U.S. subsidiaries
whose functional currency is not the U.S. dollar are
translated into U.S. dollars at fiscal year-end exchange
rates. Revenue and expense items are translated at average
exchange rates prevailing during the fiscal year. Translation
adjustments are included in Accumulated other comprehensive
loss. Gains and losses arising from intercompany foreign
currency transactions that are of a long-term investment nature
are reported in the same manner as translation adjustments.
Foreign currency transaction (losses)/gains are included in
Other (expense) income and totaled $(30,778), $(12,473) and
$1,033 in fiscal 2006, 2005 and 2004, respectively.
Cash and Cash Equivalents
Cash and cash equivalents consist of all cash balances and
liquid investments with original maturities of three months or
less, including time deposits and certificates of deposit of
$1,292,184 and $928,278 as of August 31, 2006 and 2005,
respectively. As a result of certain subsidiaries cash
management systems, checks issued but not presented to the banks
for payment may create negative book cash payables. Such
negative balances are classified as Short-term bank borrowings.
Client Receivables, Client Financing and Allowance for
Doubtful Accounts
The Company carries its client receivables at their face amounts
less an allowance for doubtful accounts. On a periodic basis,
the Company evaluates its receivables and establishes an
allowance for doubtful accounts based on historical experience
and other currently available information. In limited
circumstances, the Company agrees to extend financing to clients
on technology integration consulting contracts. The terms vary
by contract, but generally payment for services is contractually
linked to the achievement of specified performance milestones.
Imputed interest is recorded at market rates in Interest income
in the Consolidated Income Statement. As of August 31,
2006, total client financing was $262,736, of which $157,654 was
included in Current unbilled services and $105,082 was included
in Non-current unbilled services.
Investments
All liquid investments with an original maturity greater than
90 days but less than one year are considered to be
short-term investments. Investments with an original maturity
greater than one year are considered to be long-term
investments. Marketable short-term and long-term investments are
classified and accounted for as available-for-sale investments.
Available-for-sale investments are reported at fair value with
changes in unrealized gains and losses recorded as a separate
component of Accumulated other comprehensive loss in
Shareholders equity until realized. Quoted market prices
are used to determine the fair values of common equity and debt
securities that were issued by publicly traded entities.
Interest and amortization of premiums and discounts for debt
securities are included in Interest income. Realized gains and
losses on securities are determined based on the FIFO method and
are included in Gain on investments, net. The Company does not
hold these investments for speculative or trading purposes. The
equity method of accounting is used for
F-12
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
unconsolidated investments in which the Company exercises
significant influence. All other investments are accounted for
under the cost method.
Foreign Exchange Instruments
In the normal course of business, the Company uses derivative
financial instruments to manage foreign currency exchange rate
risk. The Company hedges material cash flow exposures when
feasible using forward and/or option contracts. These
instruments are generally short-term in nature, with maturities
of less than one year, and are subject to fluctuations in
foreign exchange rates. From time to time, the Company enters
into forward or option contracts that are of a long-term nature.
Credit risk is managed through careful selection and ongoing
evaluation of the financial institutions utilized as
counterparties. Substantially all of the Companys
financial instruments are recorded at estimated fair value or
amounts that approximate fair value. The Company does not have
any material derivatives designated as hedges as defined by
Statement of Financial Accounting Standards (SFAS)
No. 133, Accounting for Derivative Instruments and
Hedging Activities
(SFAS No. 133). The changes in fair value
of substantially all derivatives are recognized in the
Consolidated Income Statements and included in Other (expense)
income.
Property and Equipment
Property and equipment is stated at cost, net of accumulated
depreciation. Depreciation of property and equipment is computed
on a straight-line basis over the following estimated useful
lives:
|
|
|
Buildings
|
|
20 to 25 years |
Computers, related equipment and software
|
|
2 to 7 years |
Furniture and fixtures
|
|
5 to 10 years |
Leasehold improvements
|
|
Lesser of lease term or 15 years |
Long-Lived Assets
Long-lived assets are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an
asset or group of assets may not be recoverable. Recoverability
of long-lived assets or groups of assets is assessed based on a
comparison of the carrying amount to the estimated future net
cash flows. If estimated future undiscounted net cash flows are
less than the carrying amount, the asset is considered impaired
and expense is recorded at an amount required to reduce the
carrying amount to fair value. During the fourth quarter of
fiscal 2006, the Company recorded a $31,337 impairment loss on
property and equipment related to the impact of the National
Health Service in England (NHS) matter. For
information regarding the NHS matter, see Footnote 15
(Commitments and Contingencies) to these Consolidated Financial
Statements.
Employee Share-Based Compensation Awards
On September 1, 2005, the Company adopted the provisions of
SFAS No. 123R, Share-Based Payment
(SFAS No. 123R) to record compensation
expense for its employee stock options and share purchase
rights. This Statement is a revision of SFAS 123,
Accounting for Stock-Based Compensation
(SFAS No. 123), and supersedes
Accounting Principles Board Opinion (APB)
F-13
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
No. 25, Accounting for Stock Issued to
Employees (APB No. 25), and its
related implementation guidance. Prior to the adoption of
SFAS No. 123R, the Company followed the intrinsic
value method in accordance with APB No. 25, in accounting
for its employee stock options and share purchase rights. For
information regarding share-based compensation, see
Footnote 11 (Share-based Compensation) to these
Consolidated Financial Statements.
Use of Estimates
The preparation of the Consolidated Financial Statements in
conformity with U.S. generally accepted accounting
principles requires management to make estimates and assumptions
that affect amounts reported in the Consolidated Financial
Statements and accompanying disclosures. Although these
estimates are based on managements best knowledge of
current events and actions that the Company may undertake in the
future, actual results may be different from those estimates.
Reclassifications
Certain amounts reported in previous years have been
reclassified to conform to the fiscal 2006 presentation.
Concentrations of Credit Risk
The Companys financial instruments that are exposed to
concentrations of credit risk consist primarily of cash and cash
equivalents, foreign exchange instruments and client
receivables. The Company places its cash and cash equivalents
and foreign exchange instruments with highly-rated financial
institutions, limits the amount of credit exposure with any one
financial institution and conducts ongoing evaluation of the
credit worthiness of the financial institutions with which it
does business. Client receivables are dispersed across many
different industries and countries; therefore, concentrations of
credit risk are limited.
Newly Issued Accounting Standards
In July 2006, the Financial Accounting Standards Board
(FASB) issued Financial Interpretation No. 48,
Accounting for Uncertainty in Income Taxes-an
interpretation of FASB Statement No. 109
(FIN 48), which is a change in accounting
for income taxes. FIN 48 specifies how tax benefits for
uncertain tax positions are to be recognized, measured, and
derecognized in financial statements; requires certain
disclosures of uncertain tax matters; specifies how reserves for
uncertain tax positions should be classified in the balance
sheet; and provides transition and interim-period guidance,
among other provisions. FIN 48 is effective for fiscal
years beginning after December 15, 2006 and, as a result,
is effective for us beginning September 1, 2007. The
Company is currently evaluating the impact of FIN 48 on the
Consolidated Financial Statements.
In September 2006, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 158,
Employers Accounting for Defined Benefit Pension
and Other Postretirement Plans, an amendment of FASB Statements
No. 87, 106, and 132(R)
(SFAS No. 158). SFAS No. 158
requires companies to recognize a net liability or asset and an
offsetting adjustment to accumulated other comprehensive income
to report the funded status of defined benefit pension and other
postretirement benefit plans. SFAS No. 158 requires
prospective application, recognition and
F-14
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
disclosure requirements effective for the Companys fiscal
year ending August 31, 2007. Additionally,
SFAS No. 158 requires companies to measure plan assets
and obligations at their year-end balance sheet date. This
requirement is effective for the Companys fiscal year
ending August 31, 2009. The Company is currently evaluating
the impact of the adoption of SFAS No. 158 and does
not expect that it will have a material impact on its
Consolidated Financial Statements.
Basic and diluted earnings per share are calculated as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Basic Earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available for Class A common shareholders
|
|
$ |
973,329 |
|
|
$ |
940,474 |
|
|
$ |
690,828 |
|
Basic weighted average Class A common shares
|
|
|
589,099,824 |
|
|
|
588,505,335 |
|
|
|
553,298,104 |
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
$ |
1.65 |
|
|
$ |
1.60 |
|
|
$ |
1.25 |
|
|
|
|
|
|
|
|
|
|
|
Diluted Earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available for Class A common shareholders
|
|
$ |
973,329 |
|
|
$ |
940,474 |
|
|
$ |
690,828 |
|
Minority interest in Accenture SCA and Accenture Canada Holdings
Inc.(1)
|
|
|
447,382 |
|
|
|
556,485 |
|
|
|
529,672 |
|
|
|
|
|
|
|
|
|
|
|
Net income for per share calculation
|
|
$ |
1,420,711 |
|
|
$ |
1,496,959 |
|
|
$ |
1,220,500 |
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average Class A common shares
|
|
|
589,099,824 |
|
|
|
588,505,335 |
|
|
|
553,298,104 |
|
Class A common shares issuable upon redemption/exchange of
minority interest(1)
|
|
|
274,435,250 |
|
|
|
349,231,576 |
|
|
|
423,374,821 |
|
Diluted effect of employee compensation related to Class A
common shares
|
|
|
30,091,794 |
|
|
|
22,817,960 |
|
|
|
26,111,476 |
|
Diluted effect of employee share purchase plan related to
Class A common shares
|
|
|
183,717 |
|
|
|
298,943 |
|
|
|
296,827 |
|
|
|
|
|
|
|
|
|
|
|
Weighted average Class A common shares
|
|
|
893,810,585 |
|
|
|
960,853,814 |
|
|
|
1,003,081,228 |
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share
|
|
$ |
1.59 |
|
|
$ |
1.56 |
|
|
$ |
1.22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Diluted earnings per share assumes the redemption and exchange
of all Accenture SCA Class I common shares and Accenture
Canada Holdings Inc. exchangeable shares, respectively, for
Accenture Ltd Class A common shares on a one-for-one basis.
The income effect does not take into account Minority
interestother, since those shares are not redeemable
or exchangeable for Accenture Ltd Class A common shares. |
For fiscal 2006, 2005 and 2004, zero options, 6,484,295 options
and 183,917 options, respectively, were excluded from the
calculation of diluted earnings per share because their exercise
prices would render them anti-dilutive.
F-15
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
|
|
3. |
RESTRUCTURING AND REORGANIZATION (BENEFITS) COSTS |
Restructuring
In fiscal 2002, the Company recognized restructuring costs of
$110,524 related to a global consolidation of office spaces,
consisting of $67,112 to consolidate various locations and
$43,412 to abandon the related fixed assets. In fiscal 2004, the
Company recognized restructuring costs of $107,256, primarily in
the United States and the United Kingdom, consisting of $89,331
to consolidate various locations and $17,925 to abandon the
related fixed assets. The fiscal 2004 restructuring costs were
allocated to the reportable operating segments as follows:
$26,952 to Communications & High Tech; $23,579 to
Financial Services; $15,774 to Government; $23,491 to Products;
and $17,460 to Resources.
The Companys restructuring activity was as follows:
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
Restructuring liability balance, beginning of period
|
|
$ |
69,919 |
|
|
$ |
102,761 |
|
Payments made
|
|
|
(20,884 |
) |
|
|
(29,582 |
) |
Other(1)
|
|
|
4,474 |
|
|
|
(3,260 |
) |
|
|
|
|
|
|
|
Restructuring liability, end of period
|
|
$ |
53,509 |
|
|
$ |
69,919 |
|
|
|
|
|
|
|
|
|
|
(1) |
Other represents imputed interest, immaterial changes in lease
estimates and foreign currency translation. |
As of August 31, 2006, restructuring liabilities were
$53,509, of which $15,996 was included in Other accrued
liabilities and $37,513 was included in Other non-current
liabilities in our Consolidated Balance Sheet. The recorded
liabilities represent the net present value of the estimated
remaining obligations related to existing operating leases.
Reorganization
In fiscal 2001, the Company accrued reorganization liabilities
in connection with its transition to a corporate structure.
These liabilities included certain non-income tax liabilities,
such as stamp taxes, as well as liabilities for certain
individual income tax exposures related to the transfer of
interests in certain entities to the Company as part of the
reorganization. These primarily represent unusual and
disproportionate individual income tax exposures assumed by
certain, but not all, of our shareholders and partners in
certain tax jurisdictions specifically related to the transfer
of their partnership interests in certain entities to the
Company as part of the reorganization. The Company has
identified certain shareholders and partners who may incur such
unusual and disproportionate financial damage in certain
jurisdictions. These include shareholders and partners that were
subject to tax in their jurisdiction on items of income arising
from the reorganization transaction that were not taxable for
most other shareholders and partners. In addition, certain other
shareholders and partners were subject to a different rate or
amount of tax than other shareholders or partners in the same
jurisdiction. If additional taxes are assessed on these
shareholders or partners in connection with these transfers, we
intend to make payments to reimburse the costs associated with
the assessment either to the shareholder or partner, or to the
taxing authority. Accenture has recorded reorganization
F-16
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
expense and the related liability where such liabilities are
probable. Interest accruals are made to cover reimbursement of
interest on such tax assessments.
The Companys reorganization activity was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Reorganization liability balance, beginning of period
|
|
$ |
381,440 |
|
|
$ |
454,042 |
|
|
$ |
510,149 |
|
|
Final determinations(1)
|
|
|
(72,362 |
) |
|
|
(115,444 |
) |
|
|
(80,112 |
) |
|
Changes in estimates
|
|
|
|
|
|
|
|
|
|
|
(25,547 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Benefit recorded
|
|
|
(72,362 |
) |
|
|
(115,444 |
) |
|
|
(105,659 |
) |
|
Interest expense accrued
|
|
|
24,396 |
|
|
|
26,187 |
|
|
|
27,294 |
|
|
Payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefits, net of accrued interest and payments
|
|
|
(47,966 |
) |
|
|
(89,257 |
) |
|
|
(78,365 |
) |
Foreign currency translation
|
|
|
17,390 |
|
|
|
16,655 |
|
|
|
22,258 |
|
|
|
|
|
|
|
|
|
|
|
Reorganization liability, end of period
|
|
$ |
350,864 |
|
|
$ |
381,440 |
|
|
$ |
454,042 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Includes final agreements with tax authorities and expirations
of statutes of limitations. |
As of August 31, 2006, reorganization liabilities of
$267,142 were included in Other accrued liabilities because
expirations of statutes of limitations could occur within
12 months and reorganization liabilities of $83,722 were
included in Other non-current liabilities in our Consolidated
Balance Sheet. The Company anticipates that reorganization
liabilities will be substantially diminished by the end of
fiscal 2008 because the final statutes of limitations will have
expired in a number of tax jurisdictions by the end of that
year. However, tax audits or litigation may delay final
settlements. Final settlement will result in a payment on a
final settlement and/or recording a reorganization benefit or
cost in the Companys Consolidated Income Statement.
|
|
4. |
ACCUMULATED OTHER COMPREHENSIVE LOSS |
The components of Accumulated other comprehensive loss were as
follows:
|
|
|
|
|
|
|
|
|
|
|
August 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
Unrealized losses on marketable securities, net of
reclassification adjustments
|
|
$ |
(3,479 |
) |
|
$ |
(2,219 |
) |
Foreign currency translation adjustments
|
|
|
9,387 |
|
|
|
(43,036 |
) |
Minimum pension liability adjustment, net of tax of $22,863 and
$125,057, respectively
|
|
|
(32,402 |
) |
|
|
(187,229 |
) |
|
|
|
|
|
|
|
Accumulated other comprehensive loss
|
|
$ |
(26,494 |
) |
|
$ |
(232,484 |
) |
|
|
|
|
|
|
|
F-17
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
|
|
5. |
PROPERTY AND EQUIPMENT |
The components of Property and equipment, net were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
August 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
Buildings and land
|
|
$ |
3,870 |
|
|
$ |
3,272 |
|
Computers, related equipment and software
|
|
|
1,245,334 |
|
|
|
1,218,029 |
|
Furniture and fixtures
|
|
|
308,192 |
|
|
|
281,624 |
|
Leasehold improvements
|
|
|
530,274 |
|
|
|
459,443 |
|
|
|
|
|
|
|
|
|
Property and equipment, gross
|
|
|
2,087,670 |
|
|
|
1,962,368 |
|
Total accumulated depreciation
|
|
|
(1,359,978 |
) |
|
|
(1,268,658 |
) |
|
|
|
|
|
|
|
Property and equipment, net
|
|
$ |
727,692 |
|
|
$ |
693,710 |
|
|
|
|
|
|
|
|
|
|
6. |
BUSINESS COMBINATIONS AND GOODWILL |
On June 15, 2005, the Company acquired the net assets of
Capgeminis North American Health practice for $175,000 in
cash and incurred $3,525 in expenses that have been accounted
for as part of the purchase price. As a result of the
acquisition, more than 500 Capgemini professionals joined the
Companys Products operating group in North America. The
business acquired by the Company provided hospitals, insurance
companies and government entities with systems integration and
consulting services related to the delivery of and payment for
healthcare services. The primary assets acquired include
professional staff, intellectual property regarding processes
and numerous client contracts that generally lasted less than
one year. The Company recorded $144,986 of goodwill, all of
which was allocated to the Products reportable segment, and
intangible assets of $25,600. The intangible assets are being
amortized over one to five years. The pro forma effects on the
Companys operations are not material. Also in fiscal 2005,
the Company recorded additional goodwill of $14,561 related to
its acquisitions of Accenture HR Services and $8,837 from other
immaterial acquisitions during the year.
During fiscal 2006, the Company recorded additional goodwill of
$163,278, related to seven individually immaterial acquisitions.
These additions were offset by $29,771 in net goodwill
adjustments, primarily resulting from the reversal of valuation
allowances related to pre-acquisition tax attributes recorded
under purchase accounting for previous acquisitions. The total
consideration for fiscal 2006 acquisitions was $209,267. The
businesses acquired by the Company in fiscal 2006 provide
various technology consulting, advisory and outsourcing
services. In connection with these acquisitions, the Company
also recorded intangible assets of $49,189 which are being
amortized over one to seven years. The pro forma effects of
the fiscal 2006 acquisitions on the Companys operations
are not material.
F-18
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
All of the Companys goodwill relates to acquisitions
subsequent to July 2001 and as such has been accounted for under
the provisions of SFAS No. 142, Goodwill and
Other Intangible Assets
(SFAS No. 142) which does not permit
amortization of goodwill. The Company follows the impairment
provisions and disclosure requirements of
SFAS No. 142. As such, the Company performed
impairment tests of goodwill as of May 31, 2006 and 2005
and determined that goodwill was not impaired. The changes in
the carrying amount of goodwill by reportable segment are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign | |
|
|
|
|
|
Foreign | |
|
|
|
|
Balance at | |
|
|
|
Currency | |
|
Balance at | |
|
|
|
Currency | |
|
Balance at | |
|
|
August 31, | |
|
Additions/ | |
|
Translation | |
|
August 31, | |
|
Additions/ | |
|
Translation | |
|
August 31, | |
|
|
2004 | |
|
Adjustments | |
|
Adjustments | |
|
2005 | |
|
Adjustments | |
|
Adjustments | |
|
2006 | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Communications & High Tech
|
|
$ |
70,949 |
|
|
$ |
3,889 |
|
|
$ |
(1,752 |
) |
|
$ |
73,086 |
|
|
$ |
5,128 |
|
|
$ |
4,525 |
|
|
$ |
82,739 |
|
Financial Services
|
|
|
43,668 |
|
|
|
8,800 |
|
|
|
(899 |
) |
|
|
51,569 |
|
|
|
69,650 |
|
|
|
2,373 |
|
|
|
123,592 |
|
Government
|
|
|
23,242 |
|
|
|
2,083 |
|
|
|
(392 |
) |
|
|
24,933 |
|
|
|
6,568 |
|
|
|
1,752 |
|
|
|
33,253 |
|
Products
|
|
|
46,402 |
|
|
|
151,276 |
|
|
|
(741 |
) |
|
|
196,937 |
|
|
|
56,111 |
|
|
|
5,342 |
|
|
|
258,390 |
|
Resources
|
|
|
30,221 |
|
|
|
2,336 |
|
|
|
(594 |
) |
|
|
31,963 |
|
|
|
(3,950 |
) |
|
|
1,661 |
|
|
|
29,674 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
214,482 |
|
|
$ |
168,384 |
|
|
$ |
(4,378 |
) |
|
$ |
378,488 |
|
|
$ |
133,507 |
|
|
$ |
15,653 |
|
|
$ |
527,648 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-19
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
|
|
7. |
INVESTMENTS AND FINANCIAL INSTRUMENTS |
The components of the Companys investments were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized | |
|
Unrealized | |
|
Unrealized | |
|
Estimated | |
|
|
Cost | |
|
Gains | |
|
Losses | |
|
Fair Value | |
|
|
| |
|
| |
|
| |
|
| |
August 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset-backed securities
|
|
$ |
24,759 |
|
|
$ |
|
|
|
$ |
(536 |
) |
|
$ |
24,223 |
|
|
Certificates of deposit and time deposits
|
|
|
50,105 |
|
|
|
6 |
|
|
|
|
|
|
|
50,111 |
|
|
Corporate debt securities
|
|
|
331,979 |
|
|
|
79 |
|
|
|
(1,551 |
) |
|
|
330,507 |
|
|
Foreign government securities
|
|
|
3,803 |
|
|
|
1 |
|
|
|
(125 |
) |
|
|
3,679 |
|
|
U.S. Treasury securities
|
|
|
67,455 |
|
|
|
|
|
|
|
(1,592 |
) |
|
|
65,863 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available-for-sale debt securities
|
|
|
478,101 |
|
|
|
86 |
|
|
|
(3,804 |
) |
|
|
474,383 |
|
Available-for-sale equity securities
|
|
|
2,018 |
|
|
|
297 |
|
|
|
(58 |
) |
|
|
2,257 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available-for-sale securities
|
|
|
480,119 |
|
|
|
383 |
|
|
|
(3,862 |
) |
|
|
476,640 |
|
Other
|
|
|
1,430 |
|
|
|
|
|
|
|
|
|
|
|
1,430 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments at August 31, 2006
|
|
$ |
481,549 |
|
|
$ |
383 |
|
|
$ |
(3,862 |
) |
|
$ |
478,070 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 31, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale debt securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset-backed securities
|
|
$ |
28,568 |
|
|
$ |
20 |
|
|
$ |
(616 |
) |
|
$ |
27,972 |
|
|
Certificates of deposit and time deposits
|
|
|
46,000 |
|
|
|
1 |
|
|
|
|
|
|
|
46,001 |
|
|
Corporate debt securities
|
|
|
537,660 |
|
|
|
313 |
|
|
|
(1,153 |
) |
|
|
536,820 |
|
|
Foreign government securities
|
|
|
3,356 |
|
|
|
52 |
|
|
|
(10 |
) |
|
|
3,398 |
|
|
U.S. Treasury securities
|
|
|
99,204 |
|
|
|
|
|
|
|
(906 |
) |
|
|
98,298 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available-for-sale debt securities
|
|
|
714,788 |
|
|
|
386 |
|
|
|
(2,685 |
) |
|
|
712,489 |
|
Available-for-sale equity securities
|
|
|
11,482 |
|
|
|
161 |
|
|
|
(81 |
) |
|
|
11,562 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available-for-sale securities
|
|
|
726,270 |
|
|
|
547 |
|
|
|
(2,766 |
) |
|
|
724,051 |
|
Other
|
|
|
2,282 |
|
|
|
|
|
|
|
|
|
|
|
2,282 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investments at August 31, 2005
|
|
$ |
728,552 |
|
|
$ |
547 |
|
|
$ |
(2,766 |
) |
|
$ |
726,333 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-20
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
The amortized cost and estimated fair value of
available-for-sale investments in debt securities, by
contractual maturity, were as follows:
|
|
|
|
|
|
|
|
|
|
|
August 31, 2006 | |
|
|
| |
|
|
Amortized | |
|
Estimated | |
|
|
Cost | |
|
Fair Value | |
|
|
| |
|
| |
Due in 1 year or less
|
|
$ |
353,565 |
|
|
$ |
352,891 |
|
Due in 1-2 years
|
|
|
43,370 |
|
|
|
42,450 |
|
Due in 2-3 years
|
|
|
53,877 |
|
|
|
52,375 |
|
Due in 3-4 years
|
|
|
8,683 |
|
|
|
8,434 |
|
Due in 4-5 years
|
|
|
13,364 |
|
|
|
13,106 |
|
Due after 5 years
|
|
|
5,242 |
|
|
|
5,127 |
|
|
|
|
|
|
|
|
Total available-for-sale debt securities
|
|
$ |
478,101 |
|
|
$ |
474,383 |
|
|
|
|
|
|
|
|
Proceeds from maturities of available-for-sale investments were
$504,265 for the year ended August 31, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Available-for-sale investments
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sale
|
|
$ |
153,364 |
|
|
$ |
43,452 |
|
|
$ |
421,003 |
|
Gross realized gains
|
|
|
3,347 |
|
|
|
26,291 |
|
|
|
9,357 |
|
Gross realized losses
|
|
|
305 |
|
|
|
3,956 |
|
|
|
8,382 |
|
Equity Method Investments
As a result of a negative basis difference arising from the
formation of a joint venture accounted for at carryover basis in
fiscal 2003, the underlying equity in net assets of the joint
venture exceeded the Companys carrying value. The negative
basis difference was amortized over three years on a
straight-line basis and became fully amortized in fiscal 2005.
Amortization of the negative basis differences of $5,552 and
$27,016 was reflected in the accompanying Consolidated Income
Statements in fiscal 2005 and 2004, respectively.
Foreign Exchange Instruments
Market quoted exchange rates are used to determine the fair
value of foreign exchange instruments. The notional values and
fair values of such instruments were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
Notional | |
|
Fair | |
|
Notional | |
|
Fair | |
|
|
Value | |
|
Value | |
|
Value | |
|
Value | |
|
|
| |
|
| |
|
| |
|
| |
Foreign currency forward exchange contracts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
To sell
|
|
$ |
176,486 |
|
|
$ |
(4,740 |
) |
|
$ |
287,794 |
|
|
$ |
(527 |
) |
|
To buy
|
|
|
471,280 |
|
|
|
(2,908 |
) |
|
|
372,204 |
|
|
|
(172 |
) |
F-21
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
|
|
8. |
BORROWINGS AND INDEBTEDNESS |
At August 31, 2006, the Company had the following borrowing
facilities:
|
|
|
|
|
|
|
Facility Amount | |
|
|
| |
Syndicated loan facility(1)
|
|
$ |
1,200,000 |
|
Separate bilateral, uncommitted, unsecured multicurrency
revolving credit facilities(2)
|
|
|
350,000 |
|
Local guaranteed and non-guaranteed lines of credit(3)
|
|
|
136,000 |
|
|
|
|
|
Total
|
|
$ |
1,686,000 |
|
|
|
|
|
|
|
(1) |
On July 31, 2006, we replaced our $1,500,000 syndicated
loan facility maturing on June 18, 2009 with a $1,200,000
syndicated loan facility maturing on July 31, 2011. This
new facility provides unsecured, revolving borrowing capacity
for general working capital purposes, including the issuance of
letters of credit. Financing is provided under this facility at
the prime rate or at the London Interbank Offered Rate plus a
spread. This facility requires us to: (1) limit liens
placed on our assets to (a) liens incurred in the ordinary
course of business (subject to certain qualifications) and
(b) other liens securing obligations not to exceed 30% of
the Companys consolidated assets; and (2) maintain a
debt-to-cash-flow ratio
not exceeding 1.75 to 1.00. We continue to be in compliance with
these terms. As of August 31, 2006, we had no borrowings
under the facility. The facility is subject to annual commitment
fees. |
(2) |
We maintain three separate bilateral, uncommitted and unsecured
multicurrency revolving credit facilities. These facilities
provide local currency financing for the majority of our
operations. Interest rate terms on the bilateral revolving
facilities are at market rates prevailing in the relevant local
markets. Effective August 31, 2006, we amended two of the
bilateral credit facilities, which increased total capacity by
$100,000 to $350,000. As of August 31, 2006 and 2005, we
had $2,218 and $4,401, respectively, of borrowings under these
facilities. The weighted average interest rate on borrowings
under these multicurrency credit facilities and lines of credit,
based on the average annual balances, was approximately 5% in
fiscal 2006 and 7% in fiscal 2005 and 2004. |
(3) |
We also maintain local guaranteed and non-guaranteed lines of
credit for those locations that cannot access our global
facilities. At August 31, 2006, we had no borrowings under
these various facilities. |
Under the borrowing facilities described above, the Company had
an aggregate of $153,318 and $186,147 of letters of credit
outstanding at August 31, 2006 and 2005, respectively. In
addition, the Company had zero and $9,280 of other short-term
borrowings at August 31, 2006 and 2005, respectively. The
Company also had total outstanding debt of $49,639 and $61,507
as of August 31, 2006 and 2005, respectively, which was
primarily incurred in conjunction with the purchase of Accenture
HR Services.
F-22
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
The components of the Provision for income taxes were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Current taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Federal
|
|
$ |
293,733 |
|
|
$ |
138,457 |
|
|
$ |
135,510 |
|
|
U.S. state and local
|
|
|
41,961 |
|
|
|
19,779 |
|
|
|
19,359 |
|
|
Non-U.S.
|
|
|
375,376 |
|
|
|
478,049 |
|
|
|
318,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current tax expense
|
|
|
711,070 |
|
|
|
636,285 |
|
|
|
473,669 |
|
|
|
|
|
|
|
|
|
|
|
Deferred taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Federal
|
|
|
(179,505 |
) |
|
|
55,344 |
|
|
|
52,399 |
|
|
U.S. state and local
|
|
|
(25,643 |
) |
|
|
7,906 |
|
|
|
7,486 |
|
|
Non-U.S.
|
|
|
(15,387 |
) |
|
|
(2,438 |
) |
|
|
41,989 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax (benefit) expense
|
|
|
(220,535 |
) |
|
|
60,812 |
|
|
|
101,874 |
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
490,535 |
|
|
$ |
697,097 |
|
|
$ |
575,543 |
|
|
|
|
|
|
|
|
|
|
|
Deferred income tax (benefit) expense related to the additional
minimum pension liability was $102,863 and $(63,703) in fiscal
2006 and 2005, respectively, and was recorded in Accumulated
other comprehensive loss in the Consolidated Balance Sheets.
The components of Income before income taxes were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
U.S. sources
|
|
$ |
648,283 |
|
|
$ |
682,030 |
|
|
$ |
503,257 |
|
Non-U.S. sources
|
|
|
1,275,384 |
|
|
|
1,523,972 |
|
|
|
1,295,313 |
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,923,667 |
|
|
$ |
2,206,002 |
|
|
$ |
1,798,570 |
|
|
|
|
|
|
|
|
|
|
|
F-23
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
The reconciliation of the U.S. Federal statutory income tax
rate to the Companys effective income tax rate was as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
U.S. Federal statutory income tax rate
|
|
|
35.0 |
% |
|
|
35.0 |
% |
|
|
35.0 |
% |
U.S. state and local taxes, net
|
|
|
1.7 |
|
|
|
1.6 |
|
|
|
1.4 |
|
Reorganization benefits
|
|
|
(0.9 |
) |
|
|
(1.4 |
) |
|
|
(1.5 |
) |
Other final determinations(1)
|
|
|
(10.8 |
) |
|
|
(6.4 |
) |
|
|
(2.2 |
) |
Deferred tax revaluation(2)
|
|
|
(3.8 |
) |
|
|
|
|
|
|
|
|
Non-U.S. operations
|
|
|
0.5 |
|
|
|
(0.4 |
) |
|
|
(1.4 |
) |
Other
|
|
|
3.8 |
|
|
|
3.2 |
|
|
|
0.7 |
|
|
|
|
|
|
|
|
|
|
|
|
Effective income tax rate
|
|
|
25.5 |
% |
|
|
31.6 |
% |
|
|
32.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Final determinations include final agreements with tax
authorities and expirations of statutes of limitations. |
|
(2) |
Related to updated estimates of the probable future benefit of
certain deferred tax assets. |
The components of the Companys deferred tax assets and
liabilities included the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
Deferred tax assets:
|
|
|
|
|
|
|
|
|
|
Pensions
|
|
$ |
77,845 |
|
|
$ |
161,197 |
|
|
Revenue recognition
|
|
|
43,747 |
|
|
|
55,235 |
|
|
Compensation and benefits
|
|
|
165,180 |
|
|
|
121,060 |
|
|
Share-based compensation
|
|
|
161,220 |
|
|
|
26,778 |
|
|
Tax credit carryforwards
|
|
|
13,937 |
|
|
|
11,449 |
|
|
Net operating loss carryforwards
|
|
|
271,458 |
|
|
|
220,373 |
|
|
Depreciation and amortization
|
|
|
144,023 |
|
|
|
119,322 |
|
|
Other
|
|
|
48,513 |
|
|
|
72,944 |
|
|
|
|
|
|
|
|
|
|
|
925,923 |
|
|
|
788,358 |
|
|
|
Valuation allowance
|
|
|
(198,654 |
) |
|
|
(270,630 |
) |
|
|
|
|
|
|
|
|
Total deferred tax assets
|
|
|
727,269 |
|
|
|
517,728 |
|
|
|
|
|
|
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
|
Revenue recognition
|
|
|
(71,319 |
) |
|
|
(46,740 |
) |
|
Depreciation and amortization
|
|
|
(58,660 |
) |
|
|
(58,479 |
) |
|
Investments
|
|
|
(51,375 |
) |
|
|
(23,357 |
) |
|
Other
|
|
|
(32,734 |
) |
|
|
(24,963 |
) |
|
|
|
|
|
|
|
|
Total deferred tax liabilities
|
|
|
(214,088 |
) |
|
|
(153,539 |
) |
|
|
|
|
|
|
|
Net deferred tax assets
|
|
$ |
513,181 |
|
|
$ |
364,189 |
|
|
|
|
|
|
|
|
F-24
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
The Company recorded valuation allowances of $198,654 and
$270,630 as of August 31, 2006 and 2005, respectively,
against deferred tax assets associated with capital losses on
certain investments and certain tax net operating loss and tax
credit carryforwards, as the Company believes it is more likely
than not that these assets will not be realized. As of
August 31, 2006 and 2005, $20,736 and $50,280,
respectively, of the valuation allowances related to
pre-acquisition tax attributes recorded under purchase
accounting, the reversal of which in future years will be
allocated first to reduce goodwill and then to reduce other
non-current intangible assets of the acquired entity. In
addition, $2,043 and $7,275 of the valuation allowances as of
August 31, 2006 and 2005, respectively, related to tax
attributes, the reversal of which in future years will be
allocated to Additional paid-in capital and Retained earnings.
The Company had net operating loss carryforwards as of
August 31, 2006 of $883,155. Of this amount, $281,320
expires at various dates through 2023 and $601,835 has an
indefinite carryforward period. The Company had tax credit
carryforwards as of August 31, 2006 of $13,937, of which
$12,967 will expire at various dates through 2026 and $970 has
an indefinite carryforward period.
As of August 31, 2006, the Company had not recognized a
deferred tax liability on $961,279 of undistributed earnings for
certain subsidiaries, because these earnings are intended to be
permanently reinvested. If such earnings were distributed, some
countries may impose withholding taxes. It is not practicable to
determine the amount of the related unrecognized deferred income
tax liability.
On October 22, 2004, the American Jobs Creation Act
(AJCA) became law. The AJCA includes a deduction of
85 percent of certain foreign earnings that are
repatriated, as defined in the AJCA. Our affiliate Avanade Inc.
(Avanade) can elect to apply this provision to
qualifying earnings repatriations in its tax year ending
September 30, 2006. Avanade has elected under this
provision to repatriate $20,800 in September 2006. The tax
expected to be paid on the repatriated earnings is $180.
A portion of the Companys operations are subject to a
reduced tax rate or are free of tax under various tax holidays
which expire during fiscal 2009 and 2010. The income tax
benefits attributable to the tax status of these subsidiaries
were estimated to be approximately $20,000, $17,000 and $11,000
in fiscal 2006, 2005 and 2004, respectively.
During fiscal 2006, the Internal Revenue Service commenced an
examination of the Companys federal income tax return for
fiscal 2003. We expect this audit to be completed by the end of
fiscal 2007. We are also under examination by numerous state and
non-US tax authorities. Although the outcome of tax audits is
always uncertain and could result in significant cash tax
payments, we do not believe the outcome of these audits will
have a material adverse effect on our consolidated financial
position or results of operations.
If the Company or one of its
non-U.S. subsidiaries
were classified as a foreign personal holding company, the
Companys U.S. shareholders would be required to
include in income, as a dividend, their pro rata share of the
Companys (or the Companys relevant
non-U.S. subsidiarys)
undistributed foreign personal holding company income.
Because of the application of complex U.S. tax rules
regarding attribution of ownership, Accenture Ltd met the
definition of a foreign personal holding company in a portion of
fiscal 2004,
F-25
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
and certain
non-U.S. subsidiaries
met the definition in fiscal 2005 and 2004. However, there is no
foreign personal holding company income that the Companys
U.S. shareholders are required to include in income for
such years.
In the event that the Company has net foreign personal holding
company income, the Company may distribute a dividend to
shareholders to avoid having taxable income imputed under these
rules. Under certain circumstances, such a distribution could
create additional income tax costs to the Company. Since the
Company did not have any foreign personal holding company income
in fiscal 2005 and 2004, no such taxes have been provided.
U.S. tax law repealed the foreign personal holding company
provisions, effective for all tax years after fiscal 2005.
|
|
10. |
RETIREMENT AND PROFIT SHARING PLANS |
Defined Benefit Pension and Postretirement Benefits
In the United States and certain other countries, the Company
maintains and administers defined benefit retirement plans and
postretirement medical plans for certain current, retired and
resigned employees. The majority of the plans are
non-contributory. Benefits under the employee retirement plans
are primarily based on years of service and compensation during
the years immediately preceding retirement or termination of
participation in the plan. The Company utilizes actuarial
methods required by SFAS No. 87,
Employers Accounting for Pensions
(SFAS No. 87), and
SFAS No. 106, Employers Accounting for
Postretirement Benefits Other Than Pensions
(SFAS No. 106), to account for pension
and postretirement benefit plans, respectively.
In addition, certain postemployment benefits, including
severance benefits, disability-related benefits and continuation
of benefits, such as healthcare benefits and life insurance
coverage, are provided to former or inactive employees after
employment but before retirement. These costs are substantially
provided for on an accrual basis.
The Company uses a June 30 or August 31 measurement
date for its U.S. and
non-U.S. benefit
plans.
F-26
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
The components of net periodic pension and postretirement
expense were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits | |
|
|
| |
|
|
Year Ended August 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
|
|
|
Non-U.S. | |
|
|
|
Non-U.S. | |
|
|
|
Non-U.S. | |
|
|
U.S. Plans | |
|
Plans | |
|
U.S. Plans | |
|
Plans | |
|
U.S. Plans | |
|
Plans | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Components of pension expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost
|
|
$ |
64,410 |
|
|
$ |
51,496 |
|
|
$ |
49,518 |
|
|
$ |
45,054 |
|
|
$ |
45,247 |
|
|
$ |
34,802 |
|
Interest cost
|
|
|
49,923 |
|
|
|
20,865 |
|
|
|
42,760 |
|
|
|
18,037 |
|
|
|
36,262 |
|
|
|
12,799 |
|
Expected return on plan assets
|
|
|
(52,318 |
) |
|
|
(19,833 |
) |
|
|
(42,892 |
) |
|
|
(15,305 |
) |
|
|
(24,735 |
) |
|
|
(9,932 |
) |
Amortization of transitional obligation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(213 |
) |
Amortization of loss/(gain)
|
|
|
31,140 |
|
|
|
1,962 |
|
|
|
13,675 |
|
|
|
(1,023 |
) |
|
|
20,673 |
|
|
|
782 |
|
Amortization of prior service cost
|
|
|
1,149 |
|
|
|
709 |
|
|
|
1,291 |
|
|
|
1,579 |
|
|
|
2,472 |
|
|
|
90 |
|
Curtailment loss recognized
|
|
|
|
|
|
|
183 |
|
|
|
|
|
|
|
243 |
|
|
|
|
|
|
|
|
|
Special termination benefits charge
|
|
|
|
|
|
|
1,582 |
|
|
|
|
|
|
|
1,299 |
|
|
|
|
|
|
|
3,643 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
94,304 |
|
|
$ |
56,964 |
|
|
$ |
64,352 |
|
|
$ |
49,884 |
|
|
$ |
79,919 |
|
|
$ |
41,971 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Postretirement Benefits | |
|
|
| |
|
|
Year Ended August 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
|
|
|
Non-U.S. | |
|
|
|
Non-U.S. | |
|
|
|
Non-U.S. | |
|
|
U.S. Plans | |
|
Plans | |
|
U.S. Plans | |
|
Plans | |
|
U.S. Plans | |
|
Plans | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Components of postretirement expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost
|
|
$ |
10,102 |
|
|
$ |
2,061 |
|
|
$ |
7,091 |
|
|
$ |
1,646 |
|
|
$ |
7,263 |
|
|
$ |
1,677 |
|
Interest cost
|
|
|
6,150 |
|
|
|
1,766 |
|
|
|
5,534 |
|
|
|
1,776 |
|
|
|
5,167 |
|
|
|
1,561 |
|
Expected return on plan assets
|
|
|
(1,419 |
) |
|
|
|
|
|
|
(1,335 |
) |
|
|
|
|
|
|
(1,424 |
) |
|
|
|
|
Amortization of transitional obligation
|
|
|
79 |
|
|
|
|
|
|
|
79 |
|
|
|
|
|
|
|
79 |
|
|
|
204 |
|
Amortization of loss
|
|
|
2,518 |
|
|
|
198 |
|
|
|
1,493 |
|
|
|
94 |
|
|
|
2,401 |
|
|
|
74 |
|
Amortization of prior service cost
|
|
|
(801 |
) |
|
|
(281 |
) |
|
|
(801 |
) |
|
|
(161 |
) |
|
|
(801 |
) |
|
|
|
|
Curtailment loss recognized
|
|
|
|
|
|
|
(472 |
) |
|
|
|
|
|
|
(222 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
16,629 |
|
|
$ |
3,272 |
|
|
$ |
12,061 |
|
|
$ |
3,133 |
|
|
$ |
12,685 |
|
|
$ |
3,516 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-27
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
The weighted-average assumptions used to determine the net
periodic pension and postretirement expense are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits | |
|
|
| |
|
|
Year Ended August 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
|
|
|
Non-U.S. | |
|
|
|
Non-U.S. | |
|
|
|
Non-U.S. | |
|
|
U.S. Plans | |
|
Plans | |
|
U.S. Plans | |
|
Plans | |
|
U.S. Plans | |
|
Plans | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Discount rate
|
|
|
5.25 |
% |
|
|
4.28 |
% |
|
|
6.25 |
% |
|
|
4.93 |
% |
|
|
6.00 |
% |
|
|
4.85 |
% |
Expected rate of return on plan assets
|
|
|
7.50 |
|
|
|
5.57 |
|
|
|
7.50 |
|
|
|
5.19 |
|
|
|
8.00 |
|
|
|
5.66 |
|
Rate of increase in future compensation
|
|
|
4.50 |
|
|
|
3.27 |
|
|
|
4.50 |
|
|
|
3.16 |
|
|
|
4.50 |
|
|
|
3.10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Postretirement Benefits | |
|
|
| |
|
|
Year Ended August 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
|
|
|
Non-U.S. | |
|
|
|
Non-U.S. | |
|
|
|
Non-U.S. | |
|
|
U.S. Plans | |
|
Plans | |
|
U.S. Plans | |
|
Plans | |
|
U.S. Plans | |
|
Plans | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Discount rate
|
|
|
5.25% |
|
|
|
5.50 |
% |
|
|
6.25% |
|
|
|
6.75 |
% |
|
|
6.00% |
|
|
|
6.50 |
% |
Expected rate of return on plan assets
|
|
|
7.50/3.50 |
|
|
|
N/A |
|
|
|
7.50/3.50 |
|
|
|
N/A |
|
|
|
8.00/5.00 |
|
|
|
N/A |
|
Rate of increase in future compensation
|
|
|
N/A |
|
|
|
3.50 |
|
|
|
N/A |
|
|
|
4.50 |
|
|
|
N/A |
|
|
|
4.00 |
|
The weighted-average assumptions used to determine the fiscal
year-end benefit obligations are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits | |
|
Postretirement Benefits | |
|
|
| |
|
| |
|
|
Year Ended August 31, | |
|
Year Ended August 31, | |
|
|
| |
|
| |
|
|
2006 | |
|
2005 | |
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
| |
|
| |
|
|
|
|
Non-U.S. | |
|
|
|
Non-U.S. | |
|
|
|
Non-U.S. | |
|
|
|
Non-U.S. | |
|
|
U.S. Plans | |
|
Plans | |
|
U.S. Plans | |
|
Plans | |
|
U.S. Plans | |
|
Plans | |
|
U.S. Plans | |
|
Plans | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Discount rate
|
|
|
6.50 |
% |
|
|
4.68 |
% |
|
|
5.25 |
% |
|
|
4.28 |
% |
|
|
6.50% |
|
|
|
6.00 |
% |
|
|
5.25% |
|
|
|
5.50 |
% |
Rate of increase in future compensation
|
|
|
4.50 |
|
|
|
3.45 |
|
|
|
4.50 |
|
|
|
3.27 |
|
|
|
N/A |
|
|
|
2.90 |
|
|
|
N/A |
|
|
|
3.50 |
|
Our methodology for selecting the discount rate for our
U.S. Plans was to match the plans cash flows to that
of a yield curve that provides the equivalent yields on
zero-coupon corporate bonds for each maturity. The discount rate
assumption for our
Non-U.S. Plans
reflects the market rate for high-quality, fixed-income debt
instruments. Both discount rate assumptions are based on the
expected duration of the benefit payments for each of the
Companys pension plans as of the annual measurement date
and is subject to change each year. The expected long-term rate
of return on plan assets should, over time, approximate the
actual long-term returns on pension and other postretirement
plan assets. The expected return on plan assets assumption is
based on historical returns and the future expectations for
returns for each asset class, as well as the target asset
allocation of the asset portfolio.
F-28
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
The changes in the benefit obligation, plan assets and the
funded status of the benefit plans are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits | |
|
Postretirement Benefits | |
|
|
| |
|
| |
|
|
Year Ended August 31, | |
|
Year Ended August 31, | |
|
|
| |
|
| |
|
|
2006 | |
|
2005 | |
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
| |
|
| |
|
|
|
|
Non-U.S. | |
|
|
|
Non-U.S. | |
|
|
|
Non-U.S. | |
|
|
|
Non-U.S. | |
|
|
U.S. Plans | |
|
Plans | |
|
U.S. Plans | |
|
Plans | |
|
U.S. Plans | |
|
Plans | |
|
U.S. Plans | |
|
Plans | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Changes in benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation, beginning of year
|
|
$ |
957,547 |
|
|
$ |
511,585 |
|
|
$ |
692,028 |
|
|
$ |
335,819 |
|
|
$ |
118,336 |
|
|
$ |
31,411 |
|
|
$ |
89,476 |
|
|
$ |
25,054 |
|
Service cost
|
|
|
64,410 |
|
|
|
51,496 |
|
|
|
49,518 |
|
|
|
45,054 |
|
|
|
10,102 |
|
|
|
2,061 |
|
|
|
7,091 |
|
|
|
1,646 |
|
Interest cost
|
|
|
49,923 |
|
|
|
20,865 |
|
|
|
42,760 |
|
|
|
18,037 |
|
|
|
6,150 |
|
|
|
1,766 |
|
|
|
5,534 |
|
|
|
1,776 |
|
Amendments
|
|
|
|
|
|
|
(11,794 |
) |
|
|
|
|
|
|
1,365 |
|
|
|
|
|
|
|
(5,687 |
) |
|
|
|
|
|
|
(3,858 |
) |
Termination benefits
|
|
|
|
|
|
|
1,582 |
|
|
|
|
|
|
|
1,299 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Participant contributions
|
|
|
|
|
|
|
6,544 |
|
|
|
|
|
|
|
6,366 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions/divestitures/transfers
|
|
|
|
|
|
|
39,325 |
|
|
|
|
|
|
|
75,024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Curtailments
|
|
|
|
|
|
|
(1,300 |
) |
|
|
|
|
|
|
(540 |
) |
|
|
|
|
|
|
(2,136 |
) |
|
|
|
|
|
|
(263 |
) |
Actuarial loss(gain)
|
|
|
(215,857 |
) |
|
|
(3,317 |
) |
|
|
189,769 |
|
|
|
73,364 |
|
|
|
(37,868 |
) |
|
|
(3,478 |
) |
|
|
19,555 |
|
|
|
4,160 |
|
Benefits paid
|
|
|
(15,752 |
) |
|
|
(28,676 |
) |
|
|
(16,528 |
) |
|
|
(39,369 |
) |
|
|
(1,782 |
) |
|
|
(250 |
) |
|
|
(3,320 |
) |
|
|
(130 |
) |
Exchange rate loss
|
|
|
|
|
|
|
29,968 |
|
|
|
|
|
|
|
2,212 |
|
|
|
|
|
|
|
2,075 |
|
|
|
|
|
|
|
3,026 |
|
Settlements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,046 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation, end of year
|
|
$ |
840,271 |
|
|
$ |
616,278 |
|
|
$ |
957,547 |
|
|
$ |
511,585 |
|
|
$ |
94,938 |
|
|
$ |
25,762 |
|
|
$ |
118,336 |
|
|
$ |
31,411 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets, beginning of year
|
|
$ |
701,343 |
|
|
$ |
344,088 |
|
|
$ |
470,792 |
|
|
$ |
243,424 |
|
|
$ |
25,643 |
|
|
$ |
|
|
|
$ |
24,585 |
|
|
$ |
|
|
Actual return on plan assets
|
|
|
81,086 |
|
|
|
23,998 |
|
|
|
63,227 |
|
|
|
24,998 |
|
|
|
1,839 |
|
|
|
|
|
|
|
1,647 |
|
|
|
|
|
Acquisitions/divestitures/transfers
|
|
|
2,733 |
|
|
|
28,550 |
|
|
|
|
|
|
|
70,004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employer contributions
|
|
|
32,234 |
|
|
|
60,414 |
|
|
|
183,852 |
|
|
|
40,780 |
|
|
|
877 |
|
|
|
250 |
|
|
|
180 |
|
|
|
130 |
|
Participant contributions
|
|
|
|
|
|
|
6,544 |
|
|
|
|
|
|
|
6,366 |
|
|
|
|
|
|
|
|
|
|
|
2,551 |
|
|
|
|
|
Benefits paid
|
|
|
(15,752 |
) |
|
|
(28,676 |
) |
|
|
(16,528 |
) |
|
|
(39,369 |
) |
|
|
(1,782 |
) |
|
|
(250 |
) |
|
|
(3,320 |
) |
|
|
(130 |
) |
Exchange rate gain
|
|
|
|
|
|
|
23,573 |
|
|
|
|
|
|
|
4,931 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,046 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets, end of year
|
|
$ |
801,644 |
|
|
$ |
458,491 |
|
|
$ |
701,343 |
|
|
$ |
344,088 |
|
|
$ |
26,577 |
|
|
$ |
|
|
|
$ |
25,643 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of funded status
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded status
|
|
$ |
(38,627 |
) |
|
$ |
(157,787 |
) |
|
$ |
(256,204 |
) |
|
$ |
(167,497 |
) |
|
$ |
(68,361 |
) |
|
$ |
(25,762 |
) |
|
$ |
(92,693 |
) |
|
$ |
(31,411 |
) |
Unrecognized transitional obligation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
519 |
|
|
|
|
|
|
|
598 |
|
|
|
|
|
Unrecognized loss
|
|
|
59,117 |
|
|
|
63,918 |
|
|
|
337,615 |
|
|
|
71,192 |
|
|
|
2,132 |
|
|
|
1,683 |
|
|
|
43,141 |
|
|
|
7,187 |
|
Unrecognized prior service cost
|
|
|
2,739 |
|
|
|
(7,913 |
) |
|
|
3,888 |
|
|
|
5,215 |
|
|
|
(7,306 |
) |
|
|
(9,268 |
) |
|
|
(8,107 |
) |
|
|
(3,838 |
) |
Contribution made after measurement date
|
|
|
|
|
|
|
1,985 |
|
|
|
|
|
|
|
1,499 |
|
|
|
|
|
|
|
44 |
|
|
|
(112 |
) |
|
|
24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amount recognized at year-end
|
|
$ |
23,229 |
|
|
$ |
(99,797 |
) |
|
$ |
85,299 |
|
|
$ |
(89,591 |
) |
|
$ |
(73,016 |
) |
|
$ |
(33,303 |
) |
|
$ |
(57,173 |
) |
|
$ |
(28,038 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts recognized in the Consolidated Balance Sheets consist
of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid benefit cost
|
|
$ |
110,377 |
|
|
$ |
11,175 |
|
|
$ |
10,274 |
|
|
$ |
10,441 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Accrued benefit liability
|
|
|
(122,350 |
) |
|
|
(131,035 |
) |
|
|
(205,404 |
) |
|
|
(135,238 |
) |
|
|
(73,016 |
) |
|
|
(33,303 |
) |
|
|
(57,173 |
) |
|
|
(28,038 |
) |
Intangible asset
|
|
|
|
|
|
|
|
|
|
|
3,339 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive loss
|
|
|
35,202 |
|
|
|
20,063 |
|
|
|
277,090 |
|
|
|
35,196 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net amount recognized at year-end
|
|
$ |
23,229 |
|
|
$ |
(99,797 |
) |
|
$ |
85,299 |
|
|
$ |
(89,591 |
) |
|
$ |
(73,016 |
) |
|
$ |
(33,303 |
) |
|
$ |
(57,173 |
) |
|
$ |
(28,038 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F-29
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
Funded Status for Defined Benefit Plans
Generally, annual contributions are made at such times and in
amounts as required by law and may, from time to time, exceed
minimum funding requirements.
Our U.S. pension plans include plans covering certain
U.S. employees and former employees, as well as a Basic
Retirement Plan for former pre-incorporation partners, which was
frozen in 2001. The Company made discretionary contributions of
$25,000 and $50,000 to its U.S. employees pension plans in
fiscal 2006 and 2005, respectively. Basic retirement benefits of
$7,234 and $8,852 were paid in fiscal 2006 and 2005,
respectively. There were contributions of $60,900 and $41,565
for the
non-U.S. pension
plans in fiscal 2006 and 2005, respectively.
SFAS No. 87 requires recognition of a minimum pension
liability if the fair value of pension assets is less than the
accumulated benefit obligation. In fiscal 2006, the charge
decreased by $154,827, representing an adjustment to decrease
the pension liability by $257,663, net of a tax benefit of
$102,863. In fiscal 2005, the charge increased by $95,697,
representing an adjustment to increase the pension liability by
$159,400, net of a tax expense of $63,703. These adjustments
were included in Accumulated other comprehensive loss in the
Shareholders equity section of the Consolidated Balance
Sheet.
The accumulated benefit obligation for all U.S. and
non-U.S. defined
benefit pension plans as of August 31, 2006 and 2005 was as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
|
|
Non-U.S. | |
|
|
|
Non-U.S. | |
|
|
U.S. Plans | |
|
Plans | |
|
U.S. Plans | |
|
Plans | |
|
|
| |
|
| |
|
| |
|
| |
Accumulated benefit obligation
|
|
$ |
790,288 |
|
|
$ |
518,723 |
|
|
$ |
903,306 |
|
|
$ |
434,596 |
|
The following information is provided for defined benefit
pension plans with projected benefit obligations in excess of
plan assets and for plans with accumulated benefit obligations
in excess of plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
|
|
|
Non-U.S. | |
|
|
|
Non-U.S. | |
|
|
U.S. Plans | |
|
Plans | |
|
U.S. Plans | |
|
Plans | |
|
|
| |
|
| |
|
| |
|
| |
Projected benefit obligation in excess of plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Projected benefit obligation
|
|
$ |
122,350 |
|
|
$ |
446,652 |
|
|
$ |
911,808 |
|
|
$ |
434,117 |
|
Fair value of plan assets
|
|
|
|
|
|
|
271,545 |
|
|
|
654,948 |
|
|
|
256,790 |
|
Accumulated benefit obligation in excess of plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated benefit obligation
|
|
$ |
122,350 |
|
|
$ |
186,122 |
|
|
$ |
860,352 |
|
|
$ |
321,681 |
|
Fair value of plan assets
|
|
|
|
|
|
|
75,324 |
|
|
|
654,948 |
|
|
|
200,533 |
|
Investment Strategies
The overall investment objective of the plans is to provide
growth in the assets of the plans to help fund future benefit
obligations while managing risk in order to meet current benefit
obligations. The plans future prospects, their current
financial conditions, the Companys current funding levels
F-30
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
and other relevant factors suggest that the plans can tolerate
some interim fluctuations in market value and rates of returns
in order to achieve long-term objectives without undue risk to
the plans ability to meet their current benefit
obligations.
The Companys investment committee recognizes that asset
allocation of the pension plans assets is an important
factor in determining long-term performance. Actual asset
allocations at any point in time may vary from the specified
targets below and will be dictated by current and anticipated
market conditions, required cash flows, and investment decisions
of the investment committee and the pension plans
investment funds and managers. Ranges are established to provide
flexibility for the asset allocation to vary around the targets
without the need for immediate rebalancing.
Our plan assets in
non-U.S. pension
plans conform to the investment policies and procedures of each
plan and to relevant legislation. The pension committee or
trustee of each plan regularly, but at least annually, reviews
the investment policy and the performance of the investment
managers. In certain countries, the trustee is also required to
consult with the Company. Generally, the investment return
objective of each plan is to achieve a total annualized rate of
return that exceeds inflation over the long term by an amount
based on the target asset mix of that plan. In certain
countries, plan assets are invested in funds that are required
to hold a majority of assets in bonds, with a smaller proportion
in equities. Also, certain plan assets are entirely invested in
contracts held with the plan insurer, who determines the
investment strategy. Pension plans in certain countries are
unfunded.
F-31
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
Plan Assets
The following table shows the Companys target allocation
for fiscal 2007 and weighted-average asset allocations as of
August 31, 2006 and 2005 by asset category, for its pension
and postretirement benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Assets at August 31, | |
|
|
|
|
| |
|
|
2007 Target | |
|
|
|
|
|
|
Allocation | |
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
| |
|
|
|
|
Non-U.S. | |
|
|
|
Non-U.S. | |
|
|
|
Non-U.S. | |
|
|
U.S. Plans | |
|
Plans | |
|
U.S. Plans | |
|
Plans | |
|
U.S. Plans | |
|
Plans | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Asset Category
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities
|
|
|
79 |
% |
|
|
35-45 |
% |
|
|
79 |
% |
|
|
44 |
% |
|
|
76 |
% |
|
|
30 |
% |
Debt securities
|
|
|
21 |
|
|
|
35-45 |
|
|
|
21 |
|
|
|
39 |
|
|
|
20 |
|
|
|
32 |
|
Cash and short-term investments
|
|
|
|
|
|
|
0-5 |
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
19 |
|
Insurance contracts
|
|
|
|
|
|
|
0-5 |
|
|
|
|
|
|
|
13 |
|
|
|
|
|
|
|
13 |
|
Other
|
|
|
|
|
|
|
10-15 |
|
|
|
|
|
|
|
2 |
|
|
|
4 |
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
100 |
% |
|
|
n/m |
|
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
n/m = not meaningful
|
|
|
U.S. Postretirement
Plan(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Assets at | |
|
|
|
|
August 31, | |
|
|
2007 Target | |
|
| |
|
|
Allocation | |
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
| |
Asset Category
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities
|
|
|
39 |
% |
|
|
37 |
% |
|
|
35 |
% |
Debt securities
|
|
|
21 |
|
|
|
20 |
|
|
|
19 |
|
Cash and short-term investments
|
|
|
40 |
|
|
|
43 |
|
|
|
46 |
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
100 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
The non-U.S. plans
are unfunded and thus the table only relates to the
U.S. Plans. |
Expected Contributions
In fiscal 2007, the Company expects to pay approximately $8,050
of benefit payments, as part of its Basic Retirement Plan, and
expects to contribute $44,781 to its
non-U.S. pension
plans. Cash funding for retiree medical plans in fiscal 2007 is
estimated to be approximately $1,805. In fiscal 2007, no
contribution will be required for U.S. employees
pension plans. The Company has not determined whether it will
make additional voluntary contributions for employee pension
plans.
F-32
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
Estimated Future Benefit Payments
Benefit payments, which reflect expected future service, as
appropriate, are expected to be paid as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits | |
|
Postretirement Benefits | |
|
|
| |
|
| |
|
|
|
|
Non-U.S. | |
|
|
|
Non-U.S. | |
|
|
U.S. Plans | |
|
Plans | |
|
U.S. Plans | |
|
Plans | |
|
|
| |
|
| |
|
| |
|
| |
2007
|
|
$ |
16,780 |
|
|
$ |
13,584 |
|
|
$ |
2,758 |
|
|
$ |
330 |
|
2008
|
|
|
18,630 |
|
|
|
13,837 |
|
|
|
3,260 |
|
|
|
422 |
|
2009
|
|
|
20,879 |
|
|
|
14,793 |
|
|
|
3,785 |
|
|
|
490 |
|
2010
|
|
|
23,603 |
|
|
|
15,961 |
|
|
|
4,287 |
|
|
|
569 |
|
2011
|
|
|
26,497 |
|
|
|
17,622 |
|
|
|
4,923 |
|
|
|
668 |
|
2012-2016
|
|
|
182,665 |
|
|
|
114,059 |
|
|
|
30,420 |
|
|
|
5,393 |
|
Assumed Health Care Cost Trend
Our U.S. Postretirement Benefits annual rate increases in
the per capita cost of health care benefits of 9.5% (under
age 65) and 10.0% (over age 65) were assumed for the
plan year ending June 30, 2007. The rate is assumed to
decrease on a straight-line basis to 5% for the plan year ending
June 30, 2011 and remain at that level thereafter. A one
percentage point change in the assumed health care cost trend
rates would have the following effects:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One Percentage Point | |
|
One Percentage Point | |
|
|
Increase | |
|
Decrease | |
|
|
| |
|
| |
|
|
2006 | |
|
2005 | |
|
2006 | |
|
2005 | |
|
|
| |
|
| |
|
| |
|
| |
Effect on total of service and interest cost components
|
|
$ |
3,119 |
|
|
$ |
2,527 |
|
|
$ |
(2,415 |
) |
|
$ |
(2,056 |
) |
Effect on year-end postretirement benefit obligation
|
|
|
11,526 |
|
|
|
22,362 |
|
|
|
(9,560 |
) |
|
|
(17,375 |
) |
Basic Retirement Benefits
Obligations relating to basic retirement benefits for former
pre-incorporation partners under the Basic Retirement Plan are
included in the U.S. pension plans discussed above. This
plan was eliminated for active partners after May 15, 2001,
in connection with the transition to a corporate structure. All
qualifying partners or their qualifying surviving spouses will
receive basic retirement benefits for life. The amount of annual
benefit payments is adjusted for
cost-of-living
adjustments at the beginning of each calendar year. The plan is
unfunded and its projected benefit obligations were $122,350 and
$138,165 as of August 31, 2006 and 2005, respectively.
Early Retirement Benefits
Obligations related to pre-May 15, 2001 partner early
retirement benefits are not included in pension benefits
disclosed above. For periods ended on or prior to May 15,
2001, partners retiring after age 56 and prior to
age 62 received early retirement benefits based on two
years earnings on a straight-line declining basis that
resulted in no payout to partners retiring at age 62.
Retired partners could elect to receive benefits in the form of
a lump-sum payment or
10-year installment
payments. Partners electing installment payments accrue interest
based on a U.S. Treasury bond index. This
F-33
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
plan was eliminated for active partners after May 15, 2001,
in connection with the Companys transition to a corporate
structure in May 2001. Early retirement benefits of $37,939,
$46,421 and $37,958 were paid to retired partners in fiscal
2006, 2005 and 2004, respectively. As of August 31, 2006,
the remaining amounts due for early retirement benefits were
$105,182, of which $36,641 was included in Other accrued
liabilities and $68,541 was included in Retirement obligation in
our Consolidated Balance Sheet. These amounts are being paid out
through 2011. As of August 31, 2005, the remaining amounts
due for early retirement benefits were $139,392, of which
$37,948 was included in Other accrued liabilities and $101,444
was included in Retirement obligation in our Consolidated
Balance Sheet.
Defined Contribution Plans
As of January 1, 2004, the Company established a trusteed
employer 401(k) match plan, the Accenture U.S. 401(k) Match
and Savings Plan, in the United States. The total costs of the
401(k) match plan were $48,086, $44,172 and $30,762 in fiscal
2006, 2005 and 2004, respectively.
In the United States, the Company maintains and administers a
trusteed profit sharing plan, the Accenture
U.S. Discretionary Profit Sharing Plan. The annual
discretionary profit sharing contribution is determined by
management after the end of the fiscal year. The liability
recorded as of August 31, 2006 and 2005 for profit sharing
was $52,691 and $49,702, respectively. We expect to pay the
liability recorded as of August 31, 2006 in the first
quarter of fiscal 2007. The total costs of the profit sharing
plan were $52,691, $49,702, and $44,961 in fiscal 2006, 2005 and
2004, respectively.
In the United Kingdom, the Company also maintains and
administers a defined contribution plan, the Accenture
Retirement Savings Plan. The Company provides matching
contributions up to certain amounts based upon the age of the
eligible employee. The total costs of the plan were $50,225,
$46,045 and $37,636 in fiscal 2006, 2005 and 2004, respectively.
|
|
11. |
SHARE-BASED COMPENSATION |
In December 2004, the FASB issued SFAS No. 123R which
is a revision of SFAS No. 123, and supersedes APB
No. 25, and its related implementation guidance. On
September 1, 2005, the Company adopted the provisions of
SFAS No. 123R using the modified prospective method.
SFAS No. 123R focuses primarily on accounting for
transactions in which an entity obtains employee services in
share-based payment transactions. SFAS No. 123R
requires entities to recognize compensation expense for awards
of equity instruments to employees based on the grant-date fair
value of those awards (with limited exceptions).
SFAS No. 123R also requires the benefits of tax
deductions in excess of compensation expense to be reported as a
financing cash flow, rather than as an operating cash flow as
prescribed under the prior accounting rules. This requirement
reduces net operating cash flows and increases net financing
cash flows in periods after adoption. Total cash flow remains
unchanged from what would have been reported under prior
accounting rules. Upon the adoption of SFAS No. 123R,
the Company recognized an immaterial one-time gain based on
SFAS No. 123Rs requirement to apply an estimated
forfeiture rate to unvested awards. Previously, the Company
recorded forfeitures as incurred.
F-34
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
Prior to the adoption of SFAS No. 123R, the Company
followed the intrinsic value method in accordance with APB
No. 25 to account for its employee stock options and share
purchase rights. Accordingly, no compensation expense was
recognized for share purchase rights granted in connection with
the issuance of stock options under the Accenture Ltd
2001 Share Incentive Plan (the SIP) and through
the Accenture Ltd 2001 Employee Share Purchase Plan (the
ESPP); however, compensation expense was recognized
in connection with the issuance of restricted share units
granted under the SIP. The adoption of SFAS No. 123R
primarily resulted in a change in the Companys method of
recognizing the fair value of share-based compensation and
estimating forfeitures for all unvested awards. Specifically,
the adoption of SFAS No. 123R resulted in the Company
recording compensation expense for employee stock options and
employee share purchase rights. The following table shows the
effect of adopting SFAS No. 123R on selected reported
items (As Reported) and what those items would have
been under previous guidance under APB No. 25:
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, 2006 | |
|
|
| |
|
|
|
|
Under APB | |
|
|
As Reported | |
|
No. 25 | |
|
|
| |
|
| |
Income before income taxes
|
|
$ |
1,923,667 |
|
|
$ |
2,021,574 |
|
Income before minority interest
|
|
|
1,433,132 |
|
|
|
1,497,359 |
|
Net income
|
|
|
973,329 |
|
|
|
1,017,145 |
|
Cash flows provided by operating activities
|
|
|
2,667,989 |
|
|
|
2,710,821 |
|
Cash flows used in financing activities
|
|
|
(1,934,467 |
) |
|
|
(1,977,299 |
) |
Basic earnings per share
|
|
$ |
1.65 |
|
|
$ |
1.73 |
|
Diluted earnings per share
|
|
$ |
1.59 |
|
|
$ |
1.67 |
|
Results for fiscal 2005 have not been restated. Had compensation
expense for employee stock options granted under the SIP and for
employee share purchase rights under the ESPP been determined
based on fair value at the grant date consistent with
SFAS No. 123, with stock options expensed using the
accelerated expense attribution method, the Companys Net
income and Earnings per share for fiscal 2005 and 2004 would
have been reduced to the pro forma amounts indicated below:
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, | |
|
|
| |
|
|
2005 | |
|
2004 | |
|
|
| |
|
| |
Net income as reported
|
|
$ |
940,474 |
|
|
$ |
690,828 |
|
|
Add: Share-based compensation expense already included in Net
income as reported, net of tax and minority interest
|
|
|
52,140 |
|
|
|
31,446 |
|
|
Deduct: Pro forma employee compensation cost related to stock
options, restricted share units and employee share purchase
plan, net of tax and minority interest
|
|
|
(150,105 |
) |
|
|
(85,545 |
) |
|
|
|
|
|
|
|
|
Subtotal
|
|
|
(97,965 |
) |
|
|
(54,099 |
) |
|
|
|
|
|
|
|
Pro forma net income
|
|
$ |
842,509 |
|
|
$ |
636,729 |
|
|
|
|
|
|
|
|
Basic earnings per Class A common share:
|
|
|
|
|
|
|
|
|
|
As reported
|
|
$ |
1.60 |
|
|
$ |
1.25 |
|
|
Pro forma
|
|
$ |
1.43 |
|
|
$ |
1.15 |
|
Diluted earnings per Class A common share:
|
|
|
|
|
|
|
|
|
|
As reported
|
|
$ |
1.56 |
|
|
$ |
1.22 |
|
|
Pro forma
|
|
$ |
1.40 |
|
|
$ |
1.12 |
|
F-35
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
Share Incentive Plan
The SIP is administered by the Compensation Committee of the
Board of Directors of the Company and provides for the grant of
nonqualified share options, incentive stock options, restricted
share units and other share-based awards. A maximum of
375,000,000 Accenture Ltd Class A common shares are
currently authorized for awards under the SIP. As of
August 31, 2006, 165,164,681 shares were available for
future grants under the SIP. Accenture Ltd Class A common
shares covered by awards that expire, terminate or lapse will
again be available for the grant of awards under the SIP.
The Company issues new shares and shares from treasury for
shares delivered under the SIP. The parameters of the
Companys share purchase and redemption activities are not
established solely with reference to the dilutive impact of
deliveries made under the SIP. However, the Company expects
that, over time, share purchases will offset the dilutive impact
of deliveries to be made under the SIP.
A summary of information with respect to share-based
compensation was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Total share-based compensation expense included in Net income
|
|
$ |
270,884 |
|
|
$ |
88,341 |
|
|
$ |
60,486 |
|
Income tax benefit related to share-based compensation included
in Net income
|
|
$ |
93,029 |
|
|
$ |
8,274 |
|
|
$ |
5,696 |
|
Under the SIP, participants may be granted restricted share
units, each of which represents an unfunded, unsecured right,
which is nontransferable except in the event of death of the
participant, to receive an Accenture Ltd Class A common
share on the date specified in the participants award
agreement. The restricted share units granted under this plan
are subject to cliff or graded vesting, generally ranging from
three to 10 years. For awards with graded vesting,
compensation expense is recognized over the vesting term of each
separately vesting portion. Compensation expense is recognized
on a straight-line basis for awards with cliff vesting.
Restricted share unit activity during fiscal 2006 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2006 | |
|
|
| |
|
|
Number of | |
|
Weighted Average | |
|
|
Restricted Share | |
|
Grant-Date Fair | |
|
|
Units | |
|
Value | |
|
|
| |
|
| |
Nonvested balance as of August 31, 2005
|
|
|
18,122,113 |
|
|
$ |
26.65 |
|
|
Granted
|
|
|
19,063,320 |
|
|
|
25.73 |
|
|
Vested
|
|
|
(2,385,703 |
) |
|
|
21.80 |
|
|
Forfeited
|
|
|
(1,390,461 |
) |
|
|
21.61 |
|
|
|
|
|
|
|
|
Nonvested balance as of August 31, 2006
|
|
|
33,409,269 |
|
|
$ |
23.89 |
|
|
|
|
|
|
|
|
As of August 31, 2006, there was $407,066 of total
restricted share unit compensation expense related to nonvested
awards not yet recognized, which is expected to be recognized
over a weighted
F-36
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
average period of 2.4 years. As of August 31, 2006,
there were 13,257,827 restricted share units vested but not yet
delivered as Accenture Ltd Class A common shares.
Stock options are granted to senior executives and other
employees under the SIP. Options generally have an exercise
price that is at least equal to the fair value of the Accenture
Ltd Class A common shares on the date the option is
granted. Options granted under the SIP are subject to cliff or
graded vesting, generally ranging from three to 10 years,
and generally have a contractual term of 10 years. For
awards with graded vesting, compensation expense is recognized
over the vesting period of each separately vesting portion.
Compensation expense is recognized on a straight-line basis for
awards with cliff vesting. Stock option activity for the year
ended August 31, 2006 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average | |
|
|
|
|
|
|
|
|
Remaining | |
|
|
|
|
|
|
Weighted Average | |
|
Contractual Term | |
|
Aggregate Intrinsic | |
|
|
Number of Options | |
|
Exercise Price | |
|
(In Years) | |
|
Value | |
|
|
| |
|
| |
|
| |
|
| |
Options outstanding as of August 31, 2005
|
|
|
73,848,900 |
|
|
$ |
18.27 |
|
|
|
6.6 |
|
|
$ |
448,382 |
|
|
Granted
|
|
|
436,642 |
|
|
$ |
26.24 |
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(15,009,940 |
) |
|
$ |
15.84 |
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(1,693,331 |
) |
|
$ |
21.90 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding as of August 31, 2006
|
|
|
57,582,271 |
|
|
$ |
18.84 |
|
|
|
6.3 |
|
|
$ |
595,954 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable as of August 31, 2006
|
|
|
44,177,710 |
|
|
$ |
17.35 |
|
|
|
5.8 |
|
|
$ |
522,702 |
|
Options exercisable as of August 31, 2005
|
|
|
49,098,967 |
|
|
$ |
15.99 |
|
|
|
5.9 |
|
|
$ |
412,308 |
|
Options exercisable as of August 31, 2004
|
|
|
36,387,546 |
|
|
$ |
14.66 |
|
|
|
6.0 |
|
|
$ |
413,345 |
|
The weighted average remaining contractual term and aggregate
intrinsic value for options outstanding at August 31, 2004
was 6.3 years and $673,051, respectively.
Other information pertaining to option activity was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Weighted average grant-date fair value of stock options granted
|
|
$ |
11.13 |
|
|
$ |
11.30 |
|
|
$ |
9.66 |
|
Total fair value of stock options vested
|
|
$ |
102,333 |
|
|
$ |
183,304 |
|
|
$ |
122,680 |
|
Total intrinsic value of stock options exercised
|
|
$ |
197,111 |
|
|
$ |
89,219 |
|
|
$ |
112,779 |
|
For fiscal 2006, cash received from the exercise of stock
options was $237,767 and the income tax benefit realized from
the exercise of stock options was $60,789. As of August 31,
2006, there was $43,347 of total stock option compensation
expense related to nonvested awards not yet recognized, which is
expected to be recognized over a weighted average period of
1.3 years.
F-37
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
The fair value of each option grant is estimated on the date of
grant using the Black-Scholes-Merton option pricing model with
the following weighted average assumptions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, | |
|
|
| |
|
|
2006(1) | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
|
|
Senior | |
|
Senior | |
|
Other | |
|
Senior | |
|
Other | |
|
|
Executives | |
|
Executives | |
|
Employees | |
|
Executives | |
|
Employees | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Expected life (in years)
|
|
|
7.4 |
|
|
|
6.0 |
|
|
|
5.0 |
|
|
|
6.0 |
|
|
|
5.0 |
|
Risk-free interest rate
|
|
|
4.15 |
% |
|
|
4.02 |
% |
|
|
3.52 |
% |
|
|
3.58 |
% |
|
|
3.29 |
% |
Expected volatility
|
|
|
37 |
% |
|
|
41 |
% |
|
|
41 |
% |
|
|
44 |
% |
|
|
44 |
% |
Expected dividend yield
|
|
|
1 |
% |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
|
|
0 |
% |
|
|
(1) |
No stock options were granted to Other Employees
during fiscal 2006. |
For fiscal 2006, the expected life of each award granted was
calculated using the simplified method in accordance
with SAB No. 107, Share-Based Payment.
For fiscal 2005 and 2004, the Company used a projected
expected life for each award granted based on historical
experience of employees exercise behavior. The risk-free
interest rate is based on the implied yield currently available
on U.S. Treasury zero coupon issues with a remaining term
equal to the expected life. Expected volatility is based on
historical volatility levels of Accenture Ltd Class A
common shares. Expected dividend yield is based on historical
dividend payments.
Employee Share Purchase Plan
The Accenture Ltd 2001 Employee Share Purchase Plan (the
ESPP) is a nonqualified plan that allows eligible
employee participants to purchase Accenture Ltd Class A
common shares at a discount through payroll deductions. Under
the ESPP, substantially all employees may elect to contribute 1%
to 10% of their compensation during each semi-annual offering
period (up to a per participant maximum of $7.5 per
offering period) to purchase Accenture Ltd Class A common
shares. Prior to May 1, 2005, the purchase price of
Accenture Ltd Class A common shares was 85% of the lower of
its beginning of offering period or end of offering period
market price. The weighted average fair values of the share
purchases granted during the November 1 and May 1
offering periods for fiscal 2005 were $6.54 and $6.54,
respectively. The weighted average fair values of the share
purchases granted during the November 1 and May 1
offering periods for fiscal 2004 were $4.80 and $6.49,
respectively. Beginning May 1, 2005, the purchase price of
the Accenture Ltd Class A common shares is 85% of the end
of the offering period market price. A maximum of 75,000,000
Accenture Ltd Class A common shares may be issued under the
ESPP. As of August 31, 2006, 42,628,486 Accenture Ltd
Class A common shares had been issued under the ESPP. Under
the ESPP, the Company issued 6,406,441 shares,
8,784,839 shares and 8,134,692 shares to employees in
fiscal 2006, 2005 and 2004, respectively.
Voluntary Equity Investment Program
In January 2006, the Company implemented a Voluntary Equity
Investment Program (VEIP), under which senior
executives may purchase Accenture Ltd Class A common shares
each month at fair market value through after-tax payroll
deductions. Senior executives who make the annual election to
participate in the program will be granted at the end of each
program year, if they do not
F-38
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
withdraw during the program year, a number of restricted share
units equal to 50% of the number of shares purchased during that
year. The restricted share units granted under the VEIP are
subject to a cliff vesting period of two years. As of
August 31, 2006, $3,035 of expense has been incurred
related to this program.
Accenture Ltd
Preferred Shares
The Company has 2,000,000,000 authorized preferred shares, par
value $0.0000225 per share, the rights and preferences of
which are currently undesignated. The Board of Directors of
Accenture Ltd has the authority to issue the preferred shares in
one or more series and to fix the rights, preferences,
privileges and restrictions attaching to those shares, including
dividend rights, conversion rights, voting rights, redemption
terms and prices, liquidation preferences and the numbers of
shares constituting any series and the designation of any
series, without further vote or action by the shareholders.
Any series of preferred shares could, as determined by Accenture
Ltds Board of Directors at the time of issuance, rank
senior to our common shares with respect to dividends, voting
rights, redemption and/or liquidation rights. These preferred
shares are of the type commonly known as blank-check
preferred stock.
Class A Common Shares
Holders of Accenture Ltds Class A common shares are
entitled to one vote per share and do not have cumulative voting
rights. Each Class A common share entitles its holder to a
pro rata part of any dividend at the times and in the amounts,
if any, which Accenture Ltds Board of Directors from time
to time determines to declare, subject to any preferred dividend
rights attaching to any preferred shares. Each Class A
common share is entitled on a
winding-up of Accenture
Ltd to be paid a pro rata part of the value of the assets of
Accenture Ltd remaining after payment of its liabilities,
subject to any preferred rights on liquidation attaching to any
preferred shares. As of November 22, 2004, the voting
agreement dated as of April 18, 2001 among Accenture Ltd
and the partners party thereto (the voting
agreement) was amended to eliminate the voting provisions
of that agreement. Accordingly, Accenture Ltd Class A
common shares and Class X common shares held by the parties
to the voting agreement are no longer voted as a block at
Accenture Ltd shareholder meetings.
Class X Common Shares
Holders of Accenture Ltds Class X common shares are
entitled to one vote per share and do not have cumulative voting
rights. Holders of Class X common shares are not entitled
to receive dividends and are not entitled to be paid any amount
upon a winding-up of
Accenture Ltd. Most of the Companys partners who received
Accenture SCA Class I common shares or Accenture Canada
Holdings Inc. exchangeable shares in connection with the
Companys transition to a corporate structure received a
corresponding number of Accenture Ltd Class X common
shares. Accenture Ltd may redeem, at its option, any
Class X common share for a redemption price equal to the
par value
F-39
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
of the Class X common share. Accenture Ltd has separately
agreed not to redeem any Class X common share of a holder
if the redemption would reduce the number of Class X common
shares held by that holder to a number that is less than the
number of Accenture SCA Class I common shares or Accenture
Canada Holdings Inc. exchangeable shares held by that holder, as
the case may be. Accenture Ltd will redeem Class X common
shares upon the redemption or exchange of Accenture SCA
Class I common shares and Accenture Canada Holdings Inc.
exchangeable shares so that the aggregate number of Class X
common shares outstanding at any time does not exceed the
aggregate number of Accenture SCA Class I common shares and
Accenture Canada Holdings Inc. exchangeable shares outstanding.
Class X common shares are not transferable without the
consent of Accenture Ltd. As of November 22, 2004, the
Accenture Ltd voting agreement was amended to eliminate the
voting provisions of that agreement. Accordingly, Accenture Ltd
Class A common shares and Class X common shares held
by parties to the voting agreement are no longer voted as a
block at Accenture Ltd shareholder meetings.
Equity of Subsidiaries Redeemable or Exchangeable for
Accenture Ltd Class A Common Shares
|
|
|
Accenture SCA Class I
Common Shares |
Senior executives in certain countries, including the United
States, received Accenture SCA Class I common shares in
connection with the Companys transition to a corporate
structure. After June 28, 2005, only the Companys
current and former senior executives and their permitted
transferees continue to hold Accenture SCA Class I common
shares. Each Accenture SCA Class I common share entitles
its holder to one vote on all matters submitted to a vote of
shareholders of Accenture SCA and entitles its holders to
dividends and liquidation payments.
Subject to the transfer restrictions in Accenture SCAs
Articles of Association, Accenture SCA is obligated, at the
option of the holder, to redeem any outstanding Accenture SCA
Class I common share at a redemption price per share
generally equal to its current market value as determined in
accordance with Accenture SCAs Articles of Association.
Under Accenture SCAs Articles of Association, the market
value of a Class I common share that is not subject to
transfer restrictions will be deemed to be equal to (i) the
average of the high and low sales prices of an Accenture Ltd
Class A common share as reported on the New York Stock
Exchange (or on such other designated market on which the
Class A common shares trade), net of customary brokerage
and similar transaction costs, or (ii) if Accenture Ltd
sells its Class A common shares on the date that the
redemption price is determined (other than in a transaction with
any employee or an affiliate or pursuant to a preexisting
obligation), the weighted average sales price of an Accenture
Ltd Class A common share on the New York Stock Exchange (or
on such other market on which the Class A common shares
primarily trade), net of customary brokerage and similar
transaction costs. Accenture SCA may, at its option, pay this
redemption price with cash or by delivering Accenture Ltd
Class A common shares on a one-for-one basis. Each holder
of Class I common shares is entitled to a pro rata part of
any dividend and, subject to the rights of the holders of
Class II common shares and Class III common shares, to
the value of any remaining assets of Accenture SCA after payment
of its liabilities upon dissolution.
F-40
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
Accenture SCA Class II and Class III common
shares
On June 28, 2005, Accenture SCAs shareholders
approved certain amendments to the rights of Accenture SCA
Class II common shares held by Accenture Ltd, as well as
the creation of a new class of common shares known as
Class III common shares into which all
Class I common shares held by Accenture Ltd and its
affiliates were reclassified. Accenture SCA Class II common
shares and Class III common shares may not be held by any
person other than the general partner of Accenture SCA and its
subsidiaries. All Class I common shares that are sold or
otherwise transferred to Accenture Ltd or its subsidiaries will
be automatically reclassified into Class III common shares.
Accenture SCA Class II common shares and Class III
common shares (or any lettered sub-series of that class) are not
entitled to any cash dividends. If the Board of Directors of
Accenture Ltd authorizes the payment of a cash dividend on
Accenture Ltds Class A common shares, Accenture Ltd,
as general partner of Accenture SCA, will cause Accenture SCA to
redeem Class II common shares and Class III common
shares that Accenture Ltd holds to obtain cash needed to pay
dividends on its Class A common shares. At any time that
Accenture SCA were to pay a cash dividend on its Class I
common shares, new Class II common shares and
Class III common shares would be issued to the existing
holders of Class II common shares and Class III common
shares, in each case having an aggregate value of the amount of
any cash dividends that the holders of those Class II or
Class III common shares would have received had they
ratably participated in the cash dividend paid on the
Class I common shares.
Each Class II common share entitles its holder to receive a
liquidation payment equal to 10% of any liquidation payment to
which a Class I common share entitles its holder. Each
Class III common share entitles its holder to receive a
liquidation payment equal to 100% of any liquidation payment to
which a Class I common share entitles its holder.
Accenture Canada Holdings Inc. Exchangeable Shares
Partners resident in Canada and New Zealand received Accenture
Canada Holdings Inc. exchangeable shares in connection with the
Companys transition to a corporate structure. Subject to
the transfer restrictions contained in Accenture Ltds
bye-laws, holders of Accenture Canada Holdings Inc. exchangeable
shares may exchange their shares for Accenture Ltd Class A
common shares on a one-for-one basis. The Company may, at its
option, satisfy this exchange with cash at a price per share
generally equal to the market price of an Accenture Ltd
Class A common share at the time of the exchange. Each
exchangeable share of Accenture Canada Holdings Inc. entitles
its holder to receive distributions equal to any distributions
to which an Accenture Ltd Class A common share entitles its
holder.
Restrictions on the Transfer of Certain Accenture Shares
Accenture Ltds bye-laws and Accenture SCAs Articles
of Association contain transfer restrictions that apply to
certain of the Companys current and former senior
executives who hold Accenture Ltd Class A common shares or
Accenture Canada Holdings Inc. exchangeable shares and Accenture
SCA Class I common shares, respectively, and are parties to
the Accenture Ltd voting agreement or Accenture SCA transfer
rights agreement, respectively. These persons are referred to as
covered persons. The shares covered by these
transfer restrictions generally include any Accenture
F-41
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
Ltd Class A common shares beneficially owned by a covered
person at the time in question and also as of or prior to the
Companys initial public offering of Accenture Ltd
Class A common shares, as well as all Accenture Canada
Holdings Inc. exchangeable shares or Accenture SCA Class I
common shares held by such covered persons. The transfer
restrictions generally require covered persons to maintain
beneficial ownership of all Accenture Ltd Class A common
shares, Accenture SCA Class I common shares and Accenture
Canada Holdings Inc. exchangeable shares received prior to the
Companys initial public offering for a period of eight
years subsequent to the Companys initial public offering
and to maintain beneficial ownership of at least 25 percent
of such shares for as long as he or she is an employee of the
Company. Covered persons who continue to be the Company
employees are permitted to transfer a percentage of such shares
annually. These transfer restrictions lapse on an accelerated
basis upon retirement and generally terminate upon death.
Accenture SCAs Articles of Association also provide that,
except in the case of a redemption or transfer of Class I
common shares to Accenture Ltd or one of its subsidiaries in
accordance with the Articles of Association, Accenture SCA
Class I common shares may be transferred only with the
consent of Accenture Ltd, as the general partner of Accenture
SCA.
|
|
13. |
MATERIAL TRANSACTIONS AFFECTING SHAREHOLDERS EQUITY |
Secondary Offerings
On September 29, 2003 the Company closed an underwritten
public offering of Accenture Ltd Class A common shares. The
offering was comprised of 57,394,595 shares newly issued by
Accenture Ltd and 24,605,405 shares offered by the
Companys current and former senior executives and their
permitted transferees. The price to the public was
$21.00 per share and the price net of the
underwriters discount of 2.85% was $20.40 per share.
Accenture Ltd received $1,170,936 as a result of the issuance of
57,394,595 shares newly issued by Accenture Ltd. On
September 30, 2003, the underwriters, in connection with
the underwritten public offering, exercised their over allotment
option to purchase an additional 12,300,000 newly issued
Class A common shares at the same price per share. On
October 1, 2003, Accenture Ltd received $250,939 as a
result of the issuance of the additional 12,300,000 newly issued
shares. All of the proceeds from the newly issued shares were
used by Accenture SCA and its subsidiaries, together with
$43,291 previously authorized for repurchases under the
Companys Share Management Plan, to redeem or purchase a
total of 71,816,561 Accenture SCA shares and Accenture Canada
Holdings Inc. exchangeable shares from current and former senior
executives pursuant to a tender offer for a total cash outlay of
$1,465,166.
On May 4, 2004, the Company closed an underwritten public
offering of Accenture Ltd Class A common shares. The
offering was comprised of 35,761,232 shares newly issued by
Accenture Ltd and 14,238,768 shares offered by the
Companys current and former senior executives and their
permitted transferees. The price to the public was
$23.50 per share and the price net of the
underwriters discount of 2.8% was $22.84. Accenture Ltd
received $816,858 as the result of the issuance of
35,761,232 shares newly issued by Accenture Ltd. On
May 4, 2004, the underwriters, in connection with the
underwritten public offering, exercised their option to purchase
an additional 7,500,000 newly issued Class A common shares
at the same price per share. On May 4, 2004, Accenture Ltd
received $171,315 as a result of the issuance of the additional
7,500,000 newly issued shares. All of the proceeds from the
newly issued shares were used by Accenture SCA and its
subsidiaries, together
F-42
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
with $56,661, to redeem or purchase a total of 45,741,795
Accenture SCA shares and Accenture Canada Holdings Inc.
exchangeable shares from current and former senior executives
pursuant to a tender offer for a total cash outlay of $1,044,834.
Share Purchase Activity
The Board of Directors of Accenture Ltd has authorized funding
for its publicly announced open-market share purchase program
for acquiring Accenture Ltd Class A common shares and for
redemptions and repurchases of Accenture SCA Class I common
shares and Accenture Canada Holdings Inc. exchangeable shares.
Effective as of March 24, 2006, the Board of Directors of
Accenture Ltd authorized the purchase, redemption and exchange
from time to time of up to an additional $1,500,000 of the
Companys shares.
The Companys share purchase activity was summarized as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Open-Market Share | |
|
Other Share Purchase | |
|
|
|
|
Purchase Program | |
|
Programs | |
|
|
|
|
| |
|
| |
|
|
|
|
Shares | |
|
Amount | |
|
Shares | |
|
Amount | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Available authorization as of August 31, 2003
|
|
|
|
|
|
$ |
82,127 |
|
|
|
|
|
|
$ |
288,742 |
|
|
$ |
370,869 |
|
Purchases and redemptions
|
|
|
8,413,050 |
|
|
|
(201,326 |
) |
|
|
29,619,979 |
|
|
|
(664,338 |
) |
|
|
(865,664 |
) |
Additional authorizations
|
|
|
|
|
|
|
180,777 |
|
|
|
|
|
|
|
600,000 |
|
|
|
780,777 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available authorization as of August 31, 2004
|
|
|
|
|
|
|
61,578 |
|
|
|
|
|
|
|
224,404 |
|
|
|
285,982 |
|
Purchases and redemptions(1)
|
|
|
20,566,470 |
|
|
|
(480,470 |
) |
|
|
45,147,483 |
|
|
|
(1,103,291 |
) |
|
|
(1,583,761 |
) |
Additional authorizations(2)
|
|
|
|
|
|
|
1,000,000 |
|
|
|
|
|
|
|
2,000,000 |
|
|
|
3,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available authorization as of August 31, 2005
|
|
|
|
|
|
|
581,108 |
|
|
|
|
|
|
|
1,121,113 |
|
|
|
1,702,221 |
|
Purchases and redemptions(3)
|
|
|
3,491,500 |
|
|
|
(102,769 |
) |
|
|
43,301,787 |
|
|
|
(1,179,219 |
) |
|
|
(1,281,988 |
) |
Additional authorizations(4)
|
|
|
|
|
|
|
500,000 |
|
|
|
|
|
|
|
1,000,000 |
|
|
|
1,500,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available authorization as of August 31, 2006
|
|
|
|
|
|
$ |
978,339 |
|
|
|
|
|
|
$ |
941,894 |
|
|
$ |
1,920,233 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Other Share Purchase Programs include the following purchase
activity during fiscal 2005: |
|
|
|
|
|
44,105,764 Accenture SCA Class I common shares redeemed or
purchased for a total cash outlay of $1,077,736 and 643,325
Accenture Canada Holdings Inc. exchangeable shares purchased for
a total cash outlay of $15,719; and |
|
|
|
398,394 shares purchased through the RSU Sell-Back Program
for a total cash outlay of $9,836. |
|
|
(2) |
On October 15, 2004, an additional $1,000,000 was
authorized for purchase under the Companys open-market
share purchase program and an additional $2,000,000 was
authorized for redemptions and purchases under the
Companys other share purchase programs. |
|
(3) |
Other Share Purchase Programs include the following purchase
activity during fiscal 2006: |
|
|
|
|
|
31,416,894 Accenture SCA Class I common shares redeemed or
purchased for a total cash outlay of $917,705 and 421,194
Accenture Canada Holdings Inc. exchangeable shares purchased for
a total cash outlay of $12,130; |
|
|
|
11,231,941 Accenture Ltd Class A common shares purchased
for an aggregate purchase price of $242,725; and |
F-43
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
|
|
|
|
|
231,758 shares purchased through the RSU Sell-Back Program
whereby the Company offers to purchase Accenture Ltd
Class A common shares awarded to employees pursuant to
restricted share units issued in connection with its initial
public offering for a total cash outlay of $6,659. The RSU
Sell-Back Program was terminated, effective March 1, 2006.
All remaining funding authorizations for the RSU Sell-Back
Program were reallocated and made available for use in the
Companys other share purchase programs. |
|
|
(4) |
On March 24, 2006, an additional $500,000 was authorized
for purchase under the Companys open-market share purchase
program and an additional $1,000,000 was authorized for
redemptions and purchases under the Companys other share
purchase programs. |
On September 14, 2005, Accenture SCA and one of its
subsidiaries made a tender offer to Accenture SCA Class I
common shareholders that resulted in the redemption and purchase
on October 14, 2005 of an aggregate of 35,922,744 Accenture
SCA Class I common shares at a price of $21.50 per
share. The total cash outlay for this transaction was $774,519
and was separately authorized by the Board of Directors of the
Company.
During the year ended August 31, 2006, as authorized under
its various employee equity share plans, the Company acquired
1,095,728 Accenture Ltd Class A common shares via share
withholding for payroll tax obligations due from employees and
former employees in connection with the delivery of Accenture
Ltd Class A common shares under those plans for a total
cash outlay of $30,520.
On September 11, 2006, Accenture SCA and one of its
subsidiaries made a tender offer to Accenture SCA Class I
common shareholders that resulted in the redemption and
purchase, effective as of October 11, 2006 of an aggregate of
7,538,172 Accenture SCA Class I common shares at a price of
$24.75 per share. The total cash outlay for these transactions
was approximately $187,000.
Open Market Share Purchases (formerly Accenture Share
Employee Compensation Trust)
In February 2005, the Company dissolved the Accenture Share
Employee Compensation Trust (the SECT) after
determining that it could continue to meet its obligations
related to its compensation and employee benefit plans without
the SECT. All remaining Accenture Ltd Class A common shares
held by the SECT were transferred to a subsidiary of Accenture
Ltd. The dissolution of the SECT did not affect the
Companys open-market share purchase program, which it
continues through one or more subsidiaries of Accenture Ltd.
Other Share Purchase Programs
Under the Companys Share Management Plan, which expired on
July 24, 2005, the Company executed quarterly transactions
which provided its current and former senior executives and
their permitted transferees with the opportunity to dispose of
shares that were currently eligible for transfers under the
terms of the various transfer restrictions applicable to them.
In July 2005, the Company implemented a Senior Executive Trading
Policy applicable to its senior executives which provides, among
other things, that all Accenture Ltd Class A common shares,
Accenture SCA Class I common shares, and Accenture Canada
Holdings Inc. exchangeable shares covered by the transfer
restrictions contained in the Companys various charter
documents and still held by actively employed senior executives
but which are no longer restricted by transfer restrictions will
be subject to company-imposed quarterly trading guidelines.
These currently limit the total number of shares redeemed, sold
or otherwise transferred in any calendar quarter to no more than
a composite average weekly volume of trading in Accenture Ltd
Class A common shares. The Senior Executive Trading Policy
was implemented, in part, due to the expiration of the Share
Management
F-44
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
Plan. Since July 24, 2005, holders of the shares covered by
the transfer restrictions contained in the Companys
various charter documents have been able to individually execute
sales, redemptions or dispositions of those shares that are no
longer subject to those charter restrictions and, in the case of
the Companys senior executives, in compliance with the
quarterly trading guidelines contained in the Senior Executive
Trading Policy.
Dividend
On November 15, 2005, a cash dividend of $0.30 per
share was paid on Accenture Ltds Class A common
shares to shareholders of record at the close of business on
October 17, 2005, resulting in a cash outlay of $171,696.
On November 15, 2005, a cash dividend of $0.30 per
share was also paid on Accenture SCAs Class I common
shares and Accenture Canada Holdings Inc. exchangeable shares to
shareholders of record at the close of business on
October 12, 2005 and October 17, 2005, respectively,
resulting in cash outlays of $94,972 and $1,305, respectively.
The payment of the cash dividends also resulted in the issuance
of an immaterial number of additional restricted share units to
holders of restricted share units. Diluted weighted average
Class A common share amounts have been restated for all
periods presented to reflect this issuance.
On September 25, 2006, Accenture Ltd declared a cash
dividend of $0.35 per share on its Class A common
shares for shareholders of record at the close of business on
October 13, 2006. Accenture Ltd will cause Accenture SCA to
declare a cash dividend of $0.35 per share on its
Class I common shares for shareholders of record at the
close of business on October 5, 2006. Both dividends are
payable on November 15, 2006.
The Company has operating leases, principally for office space,
with various renewal options. Substantially all operating leases
are non-cancelable or cancelable only by the payment of
penalties. Rental expense in agreements with rent holidays and
scheduled rent increases is recorded on a straight-line basis
over the lease term. Rental expense including operating costs
and taxes and sublease income from third parties in fiscal 2006,
2005 and 2004 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Rental expense
|
|
$ |
413,722 |
|
|
$ |
371,554 |
|
|
$ |
287,559 |
|
Sublease income from third parties
|
|
$ |
29,249 |
|
|
$ |
23,485 |
|
|
$ |
22,806 |
|
F-45
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
Future minimum rental commitments under non-cancelable operating
leases as of August 31, 2006, were as follows:
|
|
|
|
|
|
|
|
|
|
|
Operating | |
|
Operating | |
|
|
Lease | |
|
Sublease | |
|
|
Payments | |
|
Income | |
|
|
| |
|
| |
2007
|
|
$ |
338,075 |
|
|
$ |
(18,657 |
) |
2008
|
|
|
286,959 |
|
|
|
(28,589 |
) |
2009
|
|
|
230,316 |
|
|
|
(30,444 |
) |
2010
|
|
|
192,327 |
|
|
|
(29,051 |
) |
2011
|
|
|
178,513 |
|
|
|
(30,208 |
) |
Thereafter
|
|
|
986,479 |
|
|
|
(143,037 |
) |
|
|
|
|
|
|
|
|
|
$ |
2,212,669 |
|
|
$ |
(279,986 |
) |
|
|
|
|
|
|
|
|
|
15. |
COMMITMENTS AND CONTINGENCIES |
Guarantees
As a result of its increase in ownership percentage of Accenture
HR Services from 50 percent to 100 percent in February
2002, the Company may be required to make up to $177,500 of
additional purchase price payments through September 30,
2008, conditional on Accenture HR Services achieving certain
levels of qualifying revenues. The remaining potential liability
as of August 31, 2006 was $158,622.
In February 2005, the Company signed an amendment to the Avanade
Inc. stockholders agreement. As a result of the amendment, there
is no longer a fixed purchase price minimum or maximum payable
by the Company for the Avanade Inc. shares not already owned by
the Company. The Company now has the right to purchase
substantially all of the remaining outstanding shares of Avanade
Inc. not owned by the Company at fair value if certain events
occur. The Company may also be required to purchase
substantially all of the remaining outstanding shares of Avanade
Inc. at fair value if certain events occur.
The Company has various agreements in which it may be obligated
to indemnify the other parties with respect to certain matters.
Generally, these indemnification provisions are included in
contracts arising in the normal course of business under which
the Company customarily agrees to hold the indemnified party
harmless against losses arising from a breach of representations
related to such matters as title to assets sold, licensed or
certain intellectual property rights and other matters. Payments
by the Company under such indemnification clauses are generally
conditioned on the other party making a claim. Such claims are
typically subject to challenge by the Company and to dispute
resolution procedures specified in the particular contract.
Further, the Companys obligations under these agreements
may be limited in terms of time and/or amount and, in some
instances, The Company may have recourse against third parties
for certain payments made by the Company. It is not possible to
predict the maximum potential amount of future payments under
these indemnification agreements due to the conditional nature
of the Companys obligations and the unique facts of each
particular agreement. Historically, the Company has not made any
payments under these agreements that have been material
individually or in the aggregate. As of August 31, 2006,
management was not
F-46
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
aware of any obligations arising under indemnification
agreements that would require material payments.
From time to time, the Company enters into contracts with
clients whereby it has joint and several liability with other
participants and/or third parties providing related services and
products to clients. Under these arrangements, the Company and
other parties may assume some responsibility to the client or a
third party for the performance of others under the terms and
conditions of the contract with or for the benefit of the client
or in relation to the performance of certain contractual
obligations. In some arrangements, the extent of the
Companys obligations for the performance of others is not
expressly specified. As of August 31, 2006, the Company
estimates it had assumed an aggregate potential liability of
approximately $1,367,997 to its clients for the performance of
others under arrangements described in this paragraph. These
contracts typically provide recourse provisions that would allow
the Company to recover from the other parties all but
approximately $143,717 if the Company is obligated to make
payments to the clients that are the consequence of a
performance default by the other parties. To date, the Company
has not been required to make any payments under any of the
contracts described in this paragraph.
The NHS Contracts
The Company previously entered into certain large, long-term
contracts (the NHS Contracts) under which the
Company was engaged by the NHS to design, develop and deploy new
patient administration, assessment and care systems (the
Systems) for local healthcare providers and,
subsequently, to provide ongoing operational services (the
Operational Services) once these systems were
deployed. During the second quarter of fiscal 2006, there were
several developments that significantly increased the risks and
uncertainties associated with these contracts and materially
impacted the estimates of the contract revenues and costs the
Company expected to record in connection with the NHS Contracts.
To reflect its revised estimates with respect to design,
development and deployment, the Company recorded a $450,000 loss
provision in the second quarter of fiscal 2006. On
September 28, 2006, the Company entered into a tripartite
agreement (the NHS Transfer Agreement) with the NHS
and Computer Sciences Corporation (CSC), an
unrelated third party, under which the Company agreed to
transfer to CSC all of its rights and obligations under the NHS
Contracts, except those relating to the Picture Archiving
Communication System. This resulted in a $338,904 reduction in
revenues before reimbursements in the fourth quarter of fiscal
2006, as the Company reversed revenues before reimbursements
related to its design, development and deployment activities
previously recorded under the percentage-of-completion method of
accounting under the assumption that these amounts would be
recovered from billings for deployment of the Systems. The
impact of the $338,904 reduction in revenues before
reimbursements was offset by a decrease in Cost of services,
including a reversal of $395,759 of the loss provision recorded
in the second quarter of fiscal 2006, partially offset by
impairment write downs on Operational Services assets totaling
$56,855. In connection with the Operational Services, the
Company expects losses of approximately $125,000 during the
first half of fiscal 2007 associated with the transition and
wind-down of work related to the NHS Transfer Agreement. The
Company expects to complete the transfer during the second
quarter of fiscal 2007. The Companys remaining obligations
under the NHS Contracts are immaterial.
F-47
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
In addition to the transition and wind-down costs related to the
Operational Services, during 2007 the Company will repay
approximately $120,000 to the NHS, representing the difference
between the deployment and services billings that the Company
received under the NHS Contracts during their terms and the
amounts the Company is entitled to retain by agreement under the
NHS Transfer Agreement. On October 4, 2006, the Company
also remitted approximately $50,000 in settlement of liabilities
in connection with the NHS Transfer Agreement. These amounts are
recorded in Other accrued liabilities in the Consolidated
Balance Sheet as of August 31, 2006.
Legal Contingencies
As of August 31, 2006, the Company or its present personnel
had been named as a defendant in various litigation matters. All
of these are civil in nature. Based on the present status of
these litigation matters, the management of the Company believes
they will not ultimately have a material effect on the results
of operations, financial position or cash flows of the Company.
Operating segments are defined by SFAS No. 131,
Disclosures about Segments of an Enterprise and Related
Information (SFAS No. 131), 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.
The Companys chief operating decision maker is its Chief
Executive Officer. The Companys operating segments are
managed separately because each operating segment represents a
strategic business unit providing management consulting,
technology and outsourcing services to clients in different
industries.
The Companys reportable operating segments are the five
operating groups, which are Communications & High Tech,
Financial Services, Government, Products and Resources.
Information regarding the Companys reportable operating
segments were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comm. & | |
|
Financial | |
|
|
|
|
|
|
|
|
|
|
2006 |
|
High Tech | |
|
Services | |
|
Government | |
|
Products | |
|
Resources | |
|
Other | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Revenues before reimbursements
|
|
$ |
4,177,061 |
|
|
$ |
3,558,147 |
|
|
$ |
2,221,121 |
|
|
$ |
4,010,698 |
|
|
$ |
2,665,778 |
|
|
$ |
13,586 |
|
|
$ |
16,646,391 |
|
Depreciation(1)
|
|
|
58,307 |
|
|
|
57,437 |
|
|
|
60,421 |
|
|
|
47,350 |
|
|
|
43,339 |
|
|
|
|
|
|
|
266,854 |
|
Operating income
|
|
|
630,502 |
|
|
|
387,786 |
|
|
|
83,416 |
|
|
|
399,853 |
|
|
|
339,502 |
|
|
|
|
|
|
|
1,841,059 |
|
Assets at August 31(2)
|
|
|
550,333 |
|
|
|
86,733 |
|
|
|
528,415 |
|
|
|
357,364 |
|
|
|
316,399 |
|
|
|
21,239 |
|
|
|
1,860,483 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues before reimbursements
|
|
$ |
4,001,347 |
|
|
$ |
3,408,166 |
|
|
$ |
2,171,458 |
|
|
$ |
3,569,975 |
|
|
$ |
2,388,845 |
|
|
$ |
7,238 |
|
|
$ |
15,547,029 |
|
Depreciation(1)
|
|
|
66,055 |
|
|
|
61,121 |
|
|
|
56,508 |
|
|
|
56,725 |
|
|
|
41,664 |
|
|
|
|
|
|
|
282,073 |
|
Operating income
|
|
|
673,183 |
|
|
|
499,647 |
|
|
|
168,736 |
|
|
|
413,188 |
|
|
|
356,484 |
|
|
|
|
|
|
|
2,111,238 |
|
Assets at August 31(2)
|
|
|
571,292 |
|
|
|
81,849 |
|
|
|
738,575 |
|
|
|
435,515 |
|
|
|
315,722 |
|
|
|
151,787 |
|
|
|
2,294,740 |
|
F-48
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues before reimbursements
|
|
$ |
3,741,451 |
|
|
$ |
2,770,990 |
|
|
$ |
1,994,655 |
|
|
$ |
2,978,892 |
|
|
$ |
2,178,569 |
|
|
$ |
9,006 |
|
|
$ |
13,673,563 |
|
Depreciation(1)
|
|
|
81,739 |
|
|
|
66,813 |
|
|
|
35,463 |
|
|
|
56,112 |
|
|
|
39,869 |
|
|
|
|
|
|
|
279,996 |
|
Operating income
|
|
|
403,698 |
|
|
|
353,904 |
|
|
|
311,050 |
|
|
|
414,501 |
|
|
|
275,473 |
|
|
|
|
|
|
|
1,758,626 |
|
Assets at August 31(2)
|
|
|
542,746 |
|
|
|
114,207 |
|
|
|
581,301 |
|
|
|
354,003 |
|
|
|
217,217 |
|
|
|
133,851 |
|
|
|
1,943,325 |
|
|
|
(1) |
This amount includes depreciation on property and equipment
controlled by each operating segment, as well as an allocation
for depreciation on property and equipment they do not directly
control. |
(2) |
Operating segment assets directly attributed to an operating
segment and provided to the chief operating decision maker
include Receivables from clients, current and non-current
Unbilled services and Deferred revenues. |
The accounting policies of the operating segments are the same
as those described in Footnote 1 (Summary of Significant
Accounting Policies).
Reorganization and restructuring benefits (costs) were
allocated to the operating groups as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, | |
|
|
| |
Increase (Decrease) to Operating Income |
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Communications & High Tech
|
|
$ |
12,609 |
|
|
$ |
21,274 |
|
|
$ |
(7,230 |
) |
Financial Services
|
|
|
11,864 |
|
|
|
20,643 |
|
|
|
(6,403 |
) |
Government
|
|
|
4,618 |
|
|
|
13,335 |
|
|
|
(4,247 |
) |
Products
|
|
|
10,523 |
|
|
|
21,019 |
|
|
|
(6,356 |
) |
Resources
|
|
|
8,352 |
|
|
|
12,986 |
|
|
|
(4,655 |
) |
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
47,966 |
|
|
$ |
89,257 |
|
|
$ |
(28,891 |
) |
|
|
|
|
|
|
|
|
|
|
Revenues are attributed to geographic areas and countries based
on where client services are supervised. Information regarding
the Companys geographic areas and countries is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31: |
|
Americas | |
|
EMEA(1) | |
|
Asia Pacific | |
|
Total | |
|
|
| |
|
| |
|
| |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues before reimbursements
|
|
$ |
7,741,139 |
|
|
$ |
7,643,712 |
|
|
$ |
1,261,540 |
|
|
$ |
16,646,391 |
|
Reimbursements
|
|
|
824,750 |
|
|
|
637,152 |
|
|
|
120,073 |
|
|
|
1,581,975 |
|
Revenues
|
|
|
8,565,889 |
|
|
|
8,280,864 |
|
|
|
1,381,613 |
|
|
|
18,228,366 |
|
Long-lived assets at August 31
|
|
|
330,185 |
|
|
|
247,944 |
|
|
|
149,563 |
|
|
|
727,692 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues before reimbursements
|
|
$ |
6,729,626 |
|
|
$ |
7,734,932 |
|
|
$ |
1,082,471 |
|
|
$ |
15,547,029 |
|
Reimbursements
|
|
|
732,493 |
|
|
|
708,305 |
|
|
|
106,593 |
|
|
|
1,547,391 |
|
Revenues
|
|
|
7,462,119 |
|
|
|
8,443,237 |
|
|
|
1,189,064 |
|
|
|
17,094,420 |
|
Long-lived assets at August 31
|
|
|
267,757 |
|
|
|
294,262 |
|
|
|
131,691 |
|
|
|
693,710 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues before reimbursements
|
|
$ |
6,133,081 |
|
|
$ |
6,572,011 |
|
|
$ |
968,471 |
|
|
$ |
13,673,563 |
|
Reimbursements
|
|
|
682,087 |
|
|
|
627,368 |
|
|
|
130,564 |
|
|
|
1,440,019 |
|
Revenues
|
|
|
6,815,168 |
|
|
|
7,199,379 |
|
|
|
1,099,035 |
|
|
|
15,113,582 |
|
Long-lived assets at August 31
|
|
|
282,431 |
|
|
|
253,323 |
|
|
|
108,192 |
|
|
|
643,946 |
|
|
|
(1) |
EMEA includes Europe, Middle East and Africa. |
F-49
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
The Company conducts business in the following countries that
individually comprised more than 10% of consolidated revenues
before reimbursements within the last three years:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
United States
|
|
|
39 |
% |
|
|
37 |
% |
|
|
39 |
% |
United Kingdom
|
|
|
13 |
|
|
|
17 |
|
|
|
16 |
|
The Company conducts business in the following countries that
hold more than 10% of its total consolidated long-lived assets,
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
August 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
United States
|
|
|
40 |
% |
|
|
34 |
% |
|
|
37 |
% |
United Kingdom
|
|
|
13 |
|
|
|
20 |
|
|
|
12 |
|
India
|
|
|
11 |
|
|
|
10 |
|
|
|
9 |
|
Revenues before reimbursements by major types of services are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended August 31, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
2004 | |
|
|
| |
|
| |
|
| |
Consulting
|
|
$ |
9,892,128 |
|
|
$ |
9,559,157 |
|
|
$ |
8,589,645 |
|
Outsourcing
|
|
|
6,754,263 |
|
|
|
5,987,872 |
|
|
|
5,083,918 |
|
|
|
|
|
|
|
|
|
|
|
|
Revenues before reimbursements
|
|
|
16,646,391 |
|
|
|
15,547,029 |
|
|
|
13,673,563 |
|
Reimbursements
|
|
|
1,581,975 |
|
|
|
1,547,391 |
|
|
|
1,440,019 |
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$ |
18,228,366 |
|
|
$ |
17,094,420 |
|
|
$ |
15,113,582 |
|
|
|
|
|
|
|
|
|
|
|
F-50
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(continued)
(In thousands of U.S. Dollars, except share and per
share amounts or as otherwise disclosed)
|
|
17. |
QUARTERLY DATA (unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First | |
|
Second | |
|
Third | |
|
Fourth | |
|
|
Year Ended August 31, 2006 |
|
Quarter | |
|
Quarter | |
|
Quarter | |
|
Quarter | |
|
Annual | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Revenues before reimbursements
|
|
$ |
4,169,475 |
|
|
$ |
4,102,795 |
|
|
$ |
4,408,069 |
|
|
$ |
3,966,052 |
|
|
$ |
16,646,391 |
|
Reimbursements
|
|
|
373,541 |
|
|
|
388,317 |
|
|
|
397,258 |
|
|
|
422,859 |
|
|
|
1,581,975 |
|
Revenues
|
|
|
4,543,016 |
|
|
|
4,491,112 |
|
|
|
4,805,327 |
|
|
|
4,388,911 |
|
|
|
18,228,366 |
|
Operating income
|
|
|
512,556 |
|
|
|
137,312 |
|
|
|
690,124 |
|
|
|
501,067 |
|
|
|
1,841,059 |
|
Net income
|
|
$ |
214,940 |
|
|
$ |
69,680 |
|
|
$ |
342,264 |
|
|
|
346,445 |
|
|
$ |
973,329 |
|
Earnings per Class A common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.37 |
|
|
$ |
0.12 |
|
|
$ |
0.58 |
|
|
$ |
0.58 |
|
|
$ |
1.65 |
|
|
Diluted
|
|
$ |
0.36 |
|
|
$ |
0.11 |
|
|
$ |
0.56 |
|
|
$ |
0.56 |
|
|
$ |
1.59 |
|
Weighted average Class A common shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
586,267,569 |
|
|
|
585,674,656 |
|
|
|
589,933,994 |
|
|
|
592,545,040 |
|
|
|
589,099,824 |
|
|
Diluted
|
|
|
913,640,289 |
|
|
|
892,439,424 |
|
|
|
886,889,939 |
|
|
|
880,535,375 |
|
|
|
893,810,585 |
|
Common stock price per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
|
$ |
28.63 |
|
|
$ |
33.05 |
|
|
$ |
32.94 |
|
|
$ |
29.66 |
|
|
$ |
33.05 |
|
|
Low
|
|
$ |
24.45 |
|
|
$ |
28.02 |
|
|
$ |
26.17 |
|
|
$ |
25.68 |
|
|
$ |
24.45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First | |
|
Second | |
|
Third | |
|
Fourth | |
|
|
Year Ended August 31, 2005 |
|
Quarter | |
|
Quarter | |
|
Quarter | |
|
Quarter | |
|
Annual | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Revenues before reimbursements
|
|
$ |
3,730,355 |
|
|
$ |
3,813,522 |
|
|
$ |
4,078,573 |
|
|
$ |
3,924,579 |
|
|
$ |
15,547,029 |
|
Reimbursements
|
|
|
341,017 |
|
|
|
402,862 |
|
|
|
419,037 |
|
|
|
384,475 |
|
|
|
1,547,391 |
|
Revenues
|
|
|
4,071,372 |
|
|
|
4,216,384 |
|
|
|
4,497,610 |
|
|
|
4,309,054 |
|
|
|
17,094,420 |
|
Operating income
|
|
|
458,150 |
|
|
|
471,952 |
|
|
|
671,948 |
|
|
|
509,188 |
|
|
|
2,111,238 |
|
Net income
|
|
$ |
196,273 |
|
|
$ |
209,786 |
|
|
$ |
305,280 |
|
|
$ |
229,135 |
|
|
$ |
940,474 |
|
Earnings per Class A common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.33 |
|
|
$ |
0.35 |
|
|
$ |
0.52 |
|
|
$ |
0.39 |
|
|
$ |
1.60 |
|
|
Diluted
|
|
$ |
0.32 |
|
|
$ |
0.35 |
|
|
$ |
0.51 |
|
|
$ |
0.38 |
|
|
$ |
1.56 |
|
Weighted average Class A common shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
590,029,649 |
|
|
|
591,694,862 |
|
|
|
587,277,097 |
|
|
|
584,088,816 |
|
|
|
588,505,335 |
|
|
Diluted
|
|
|
980,623,940 |
|
|
|
980,080,181 |
|
|
|
952,292,398 |
|
|
|
931,041,385 |
|
|
|
960,853,814 |
|
Common stock price per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
High
|
|
$ |
27.58 |
|
|
$ |
27.60 |
|
|
$ |
25.97 |
|
|
$ |
25.70 |
|
|
$ |
27.60 |
|
|
Low
|
|
$ |
22.61 |
|
|
$ |
24.39 |
|
|
$ |
21.00 |
|
|
$ |
22.20 |
|
|
$ |
21.00 |
|
F-51