10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED May 31, 2009
OR
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o |
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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
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(I.R.S. Employer |
incorporation or organization)
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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)
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 whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post
such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company)
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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 number of shares of the registrants Class A common shares, par value $0.0000225 per
share, outstanding as of June 19, 2009 was 614,267,963 (which
number does not include 57,456,157 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 June 19, 2009 was
99,503,007.
ACCENTURE LTD
INDEX
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Page |
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Part I. Financial Information |
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3 |
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Item 1. Financial Statements |
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3 |
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Consolidated Balance Sheets as of May 31, 2009 (Unaudited) and August 31, 2008 |
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3 |
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Consolidated Income Statements (Unaudited) for the three and nine months ended May 31, 2009 and 2008 |
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4 |
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Consolidated Shareholders Equity and Comprehensive Income Statements (Unaudited) for the nine
months ended May 31, 2009 |
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5 |
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Consolidated Cash Flows Statements (Unaudited) for the nine months ended May 31, 2009 and 2008 |
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6 |
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Notes to Consolidated Financial Statements (Unaudited) |
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7 |
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |
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18 |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk |
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34 |
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Item 4. Controls and Procedures |
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34 |
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Part II. Other Information |
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35 |
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Item 1. Legal Proceedings |
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35 |
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Item 1A. Risk Factors |
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36 |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
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37 |
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Item 3. Defaults upon Senior Securities |
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38 |
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Item 4. Submission of Matters to a Vote of Security Holders |
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39 |
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Item 5. Other Information |
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39 |
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Item 6. Exhibits |
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39 |
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Signatures |
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40 |
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2
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ACCENTURE LTD
CONSOLIDATED BALANCE SHEETS
May 31, 2009 and August 31, 2008
(In thousands of U.S. dollars, except share and per share amounts)
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May 31, |
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August 31, |
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2009 |
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2008 |
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(Unaudited) |
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ASSETS
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
4,002,459 |
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$ |
3,602,760 |
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Short-term investments |
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9,459 |
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20,282 |
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Receivables from clients, net |
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2,437,325 |
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2,996,815 |
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Unbilled services, net |
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1,307,186 |
|
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1,518,580 |
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Deferred income taxes, net |
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383,146 |
|
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425,859 |
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Other current assets |
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485,251 |
|
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594,832 |
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Total current assets |
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8,624,826 |
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9,159,128 |
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NON-CURRENT ASSETS: |
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Unbilled services, net |
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97,216 |
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43,627 |
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Investments |
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9,168 |
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19,034 |
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Property and
equipment, net of accumulated depreciation of $1,717,931 and $1,625,685, respectively |
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717,422 |
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800,164 |
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Goodwill |
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803,748 |
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|
839,957 |
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Deferred contract costs |
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531,046 |
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539,856 |
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Deferred income taxes, net |
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669,392 |
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|
613,943 |
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Other non-current assets |
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374,846 |
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382,816 |
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Total non-current assets |
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3,202,838 |
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3,239,397 |
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TOTAL ASSETS |
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$ |
11,827,664 |
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$ |
12,398,525 |
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LIABILITIES AND SHAREHOLDERS EQUITY
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CURRENT LIABILITIES: |
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Current portion of long-term debt and bank borrowings |
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$ |
983 |
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$ |
6,570 |
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Accounts payable |
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746,568 |
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1,017,227 |
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Deferred revenues |
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1,690,867 |
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1,810,661 |
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Accrued payroll and related benefits |
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2,288,066 |
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2,809,196 |
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Accrued consumption taxes |
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246,511 |
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343,658 |
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Income taxes payable |
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335,590 |
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249,986 |
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Deferred income taxes, net |
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42,015 |
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57,258 |
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Other accrued liabilities |
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557,836 |
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553,322 |
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Total current liabilities |
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5,908,436 |
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6,847,878 |
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NON-CURRENT LIABILITIES: |
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Long-term debt |
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673 |
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1,708 |
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Deferred revenues relating to contract costs |
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553,480 |
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555,935 |
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Retirement obligation |
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494,106 |
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483,857 |
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Deferred income taxes, net |
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45,397 |
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32,258 |
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Income taxes payable |
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1,040,139 |
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1,086,244 |
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Other non-current liabilities |
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177,886 |
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197,970 |
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Total non-current liabilities |
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2,311,681 |
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2,357,972 |
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COMMITMENTS AND CONTINGENCIES |
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MINORITY INTEREST |
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658,126 |
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652,169 |
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SHAREHOLDERS EQUITY: |
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Preferred shares, 2,000,000,000 shares authorized, zero shares issued and outstanding |
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Class A common shares, par value $0.0000225 per share, 20,000,000,000 shares authorized, 671,389,340 and
659,097,033 shares issued as of May 31, 2009 and August 31, 2008, respectively |
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15 |
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15 |
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Class X common shares, par value $0.0000225 per share, 1,000,000,000 shares authorized, 99,503,007 and
118,331,269 shares issued and outstanding as of May 31, 2009 and August 31, 2008, respectively |
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2 |
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3 |
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Restricted share units |
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978,175 |
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819,577 |
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Additional paid-in capital |
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Treasury shares, at cost, 57,626,440 and 46,215,019 shares as of May 31, 2009 and August 31, 2008,
respectively |
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(1,817,160 |
) |
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(1,405,732 |
) |
Retained earnings |
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|
3,958,429 |
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3,120,515 |
|
Accumulated other comprehensive (loss) income |
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(170,040 |
) |
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6,128 |
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Total shareholders equity |
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2,949,421 |
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2,540,506 |
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TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |
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$ |
11,827,664 |
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$ |
12,398,525 |
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The accompanying Notes are an integral part of these Consolidated Financial Statements.
3
ACCENTURE LTD
CONSOLIDATED INCOME STATEMENTS
For the Three and Nine Months Ended May 31, 2009 and 2008
(In thousands of U.S. dollars, except share and per share amounts)
(Unaudited)
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Three Months Ended May 31, |
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Nine Months Ended May 31, |
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2009 |
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2008 |
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2009 |
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2008 |
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REVENUES: |
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Revenues before
reimbursements
(Net revenues) |
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$ |
5,145,093 |
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$ |
6,102,059 |
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|
$ |
16,430,914 |
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$ |
17,387,286 |
|
Reimbursements |
|
|
392,255 |
|
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|
491,142 |
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1,234,605 |
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1,365,495 |
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Revenues |
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5,537,348 |
|
|
|
6,593,201 |
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17,665,519 |
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18,752,781 |
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OPERATING EXPENSES: |
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Cost of services: |
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|
|
|
|
|
|
|
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|
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|
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|
Cost of
services before
reimbursable
expenses |
|
|
3,474,466 |
|
|
|
4,179,378 |
|
|
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11,250,154 |
|
|
|
12,106,478 |
|
Reimbursable
expenses |
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|
392,255 |
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|
|
491,142 |
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|
|
1,234,605 |
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1,365,495 |
|
|
|
|
|
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|
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|
|
|
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|
Cost of services |
|
|
3,866,721 |
|
|
|
4,670,520 |
|
|
|
12,484,759 |
|
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|
13,471,973 |
|
Sales and marketing |
|
|
524,879 |
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|
605,582 |
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|
1,607,297 |
|
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|
1,665,283 |
|
General and
administrative
costs |
|
|
410,532 |
|
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|
450,590 |
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|
1,355,912 |
|
|
|
1,370,426 |
|
Reorganization
costs (benefits),
net |
|
|
3,176 |
|
|
|
4,355 |
|
|
|
(6,728 |
) |
|
|
18,489 |
|
|
|
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|
|
|
|
|
|
|
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|
Total
operating
expenses |
|
|
4,805,308 |
|
|
|
5,731,047 |
|
|
|
15,441,240 |
|
|
|
16,526,171 |
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|
OPERATING INCOME |
|
|
732,040 |
|
|
|
862,154 |
|
|
|
2,224,279 |
|
|
|
2,226,610 |
|
(Loss) gain on
investments, net |
|
|
(157 |
) |
|
|
238 |
|
|
|
1,084 |
|
|
|
6,512 |
|
Interest income |
|
|
8,649 |
|
|
|
23,756 |
|
|
|
42,000 |
|
|
|
85,646 |
|
Interest expense |
|
|
(3,285 |
) |
|
|
(4,450 |
) |
|
|
(9,899 |
) |
|
|
(17,532 |
) |
Other income (expense),
net |
|
|
10,524 |
|
|
|
(3,877 |
) |
|
|
(2,210 |
) |
|
|
(348 |
) |
|
|
|
|
|
|
|
|
|
|
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|
INCOME BEFORE INCOME
TAXES |
|
|
747,771 |
|
|
|
877,821 |
|
|
|
2,255,254 |
|
|
|
2,300,888 |
|
Provision for income
taxes |
|
|
211,242 |
|
|
|
270,250 |
|
|
|
623,084 |
|
|
|
653,963 |
|
|
|
|
|
|
|
|
|
|
|
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|
INCOME BEFORE MINORITY
INTEREST |
|
|
536,529 |
|
|
|
607,571 |
|
|
|
1,632,170 |
|
|
|
1,646,925 |
|
Minority interest in
Accenture SCA and
Accenture Canada
Holdings Inc. |
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|
(87,858 |
) |
|
|
(133,930 |
) |
|
|
(283,326 |
) |
|
|
(377,593 |
) |
Minority interest
other |
|
|
(4,702 |
) |
|
|
(4,552 |
) |
|
|
(13,573 |
) |
|
|
(12,401 |
) |
|
|
|
|
|
|
|
|
|
|
|
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|
NET INCOME |
|
$ |
443,969 |
|
|
$ |
469,089 |
|
|
$ |
1,335,271 |
|
|
$ |
1,256,931 |
|
|
|
|
|
|
|
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Weighted average Class
A common shares: |
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|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Basic |
|
|
623,649,189 |
|
|
|
606,513,399 |
|
|
|
622,108,212 |
|
|
|
608,888,487 |
|
Diluted |
|
|
782,814,822 |
|
|
|
817,311,345 |
|
|
|
787,703,914 |
|
|
|
828,007,774 |
|
Earnings per Class A
common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.71 |
|
|
$ |
0.77 |
|
|
$ |
2.15 |
|
|
$ |
2.06 |
|
Diluted |
|
$ |
0.68 |
|
|
$ |
0.74 |
|
|
$ |
2.05 |
|
|
$ |
1.97 |
|
Cash dividends per share |
|
$ |
|
|
|
$ |
|
|
|
$ |
0.50 |
|
|
$ |
0.42 |
|
The accompanying Notes are an integral part of these Consolidated Financial Statements.
4
ACCENTURE LTD
CONSOLIDATED SHAREHOLDERS EQUITY AND COMPREHENSIVE INCOME STATEMENTS
For the Nine Months Ended May 31, 2009
(In thousands of U.S. dollars and in thousands of share amounts)
(Unaudited)
|
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|
|
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|
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A |
|
|
Class X |
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common |
|
|
Common |
|
|
|
|
|
|
|
|
|
|
Treasury |
|
|
|
|
|
|
Accumulated Other |
|
|
|
|
|
|
Preferred |
|
|
Shares |
|
|
Shares |
|
|
Restricted |
|
|
Additional Paid-in |
|
|
Shares |
|
|
Retained |
|
|
Comprehensive |
|
|
|
|
|
|
Shares |
|
|
$ |
|
|
No. Shares |
|
|
$ |
|
|
No. Shares |
|
|
Share Units |
|
|
Capital |
|
|
$ |
|
|
No. Shares |
|
|
Earnings |
|
|
Income (Loss) |
|
|
Total |
|
Balance as of August
31, 2008 |
|
$ |
|
|
|
$ |
15 |
|
|
|
659,097 |
|
|
$ |
3 |
|
|
|
118,331 |
|
|
$ |
819,577 |
|
|
$ |
|
|
|
$ |
(1,405,732 |
) |
|
|
(46,215 |
) |
|
$ |
3,120,515 |
|
|
$ |
6,128 |
|
|
|
2,540,506 |
|
Adoption of FASB
Statement 158 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,302 |
) |
|
|
(286 |
) |
|
|
(5,588 |
) |
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,335,271 |
|
|
|
|
|
|
|
1,335,271 |
|
Other
comprehensive
loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
losses on cash
flow hedges,
net of tax
and
reclassification
adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13,484 |
) |
|
|
(13,484 |
) |
Unrealized
gains on
marketable
securities,
net of
reclassification
adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
144 |
|
|
|
144 |
|
Foreign
currency
translation
adjustments, net of
tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(161,503 |
) |
|
|
(161,503 |
) |
Amortization
of losses
related to
pension and
other
postretirement
benefits,
net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,039 |
) |
|
|
(1,039 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other
comprehensive
loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(175,882 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,159,389 |
|
Income tax benefit
on share-based
compensation plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,630 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,630 |
|
Purchases of Class A
common shares |
|
|
|
|
|
|
|
|
|
|
(1,432 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(40,345 |
) |
|
|
(581,730 |
) |
|
|
(19,168 |
) |
|
|
(10,020 |
) |
|
|
|
|
|
|
(632,095 |
) |
Share-based
compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
320,302 |
|
|
|
22,533 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
342,835 |
|
Purchases/redemptions
of Accenture SCA
Class I common
shares, Accenture
Canada
Holdings Inc.
exchangeable
shares and
Class X common
shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
(18,828 |
) |
|
|
|
|
|
|
(619,811 |
) |
|
|
|
|
|
|
|
|
|
|
(78,349 |
) |
|
|
|
|
|
|
(698,161 |
) |
Issuances of Class A
common shares: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee share
programs |
|
|
|
|
|
|
|
|
|
|
12,598 |
|
|
|
|
|
|
|
|
|
|
|
(186,944 |
) |
|
|
358,265 |
|
|
|
170,302 |
|
|
|
7,757 |
|
|
|
|
|
|
|
|
|
|
|
341,623 |
|
Upon redemption of
Accenture SCA
Class I
common shares |
|
|
|
|
|
|
|
|
|
|
1,126 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,240 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(403,686 |
) |
|
|
|
|
|
|
(378,446 |
) |
Minority interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
252,728 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
252,728 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of May
31, 2009 |
|
$ |
|
|
|
$ |
15 |
|
|
|
671,389 |
|
|
$ |
2 |
|
|
|
99,503 |
|
|
$ |
978,175 |
|
|
$ |
|
|
|
$ |
(1,817,160 |
) |
|
|
(57,626 |
) |
|
$ |
3,958,429 |
|
|
$ |
(170,040 |
) |
|
$ |
2,949,421 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying Notes are an integral part of these Consolidated Financial Statements.
5
ACCENTURE LTD
CONSOLIDATED CASH FLOWS STATEMENTS
For the Nine Months Ended May 31, 2009 and 2008
(In thousands of U.S. dollars)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
2008 |
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
1,335,271 |
|
|
$ |
1,256,931 |
|
Adjustments to reconcile Net income to Net cash provided by operating
activities |
|
|
|
|
|
|
|
|
Depreciation, amortization and asset impairments |
|
|
371,009 |
|
|
|
354,464 |
|
Reorganization (benefits) costs, net |
|
|
(6,728 |
) |
|
|
18,489 |
|
Share-based compensation expense |
|
|
342,835 |
|
|
|
282,111 |
|
Deferred income taxes, net |
|
|
1,354 |
|
|
|
(21,641 |
) |
Minority interest |
|
|
296,899 |
|
|
|
389,994 |
|
Other, net |
|
|
79,240 |
|
|
|
(31,496 |
) |
Change in assets and liabilities, net of acquisitions
|
|
|
|
|
|
|
|
|
Receivables from clients, net |
|
|
445,037 |
|
|
|
(232,561 |
) |
Unbilled services, current and non-current |
|
|
122,104 |
|
|
|
(233,789 |
) |
Other current and non-current assets |
|
|
(98,119 |
) |
|
|
(197,350 |
) |
Accounts payable |
|
|
(334,408 |
) |
|
|
19,670 |
|
Deferred revenues, current and non-current |
|
|
(60,167 |
) |
|
|
157,405 |
|
Accrued payroll and related benefits |
|
|
(389,602 |
) |
|
|
124,405 |
|
Income taxes payable, current and non-current |
|
|
70,461 |
|
|
|
19,504 |
|
Other current and non-current liabilities |
|
|
(61,798 |
) |
|
|
(133,568 |
) |
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
2,113,388 |
|
|
|
1,772,568 |
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
Proceeds from maturities and sales of available-for-sale investments |
|
|
20,175 |
|
|
|
287,294 |
|
Purchases of available-for-sale investments |
|
|
(1,677 |
) |
|
|
(19,292 |
) |
Proceeds from sales of property and equipment |
|
|
3,269 |
|
|
|
10,152 |
|
Purchases of property and equipment |
|
|
(168,134 |
) |
|
|
(233,634 |
) |
Purchases of businesses and investments, net of cash acquired |
|
|
(5,388 |
) |
|
|
(244,468 |
) |
Proceeds from sale of business, net of cash transferred |
|
|
2,163 |
|
|
|
1,798 |
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(149,592 |
) |
|
|
(198,150 |
) |
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Proceeds from issuance of common shares |
|
|
341,623 |
|
|
|
362,986 |
|
Purchases of common shares |
|
|
(1,330,256 |
) |
|
|
(1,652,390 |
) |
Proceeds from long-term debt |
|
|
370 |
|
|
|
4,474 |
|
Repayments of long-term debt |
|
|
(1,847 |
) |
|
|
(25,608 |
) |
Proceeds from short-term borrowings |
|
|
51,198 |
|
|
|
81,073 |
|
Repayments of short-term borrowings |
|
|
(55,986 |
) |
|
|
(79,840 |
) |
Cash dividends paid |
|
|
(378,446 |
) |
|
|
(333,685 |
) |
Excess tax benefits from share-based payment arrangements |
|
|
30,856 |
|
|
|
43,332 |
|
Other, net |
|
|
(44,412 |
) |
|
|
(37,504 |
) |
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(1,386,900 |
) |
|
|
(1,637,162 |
) |
Effect of exchange rate changes on cash and cash equivalents |
|
|
(177,197 |
) |
|
|
74,771 |
|
|
|
|
|
|
|
|
NET INCREASE IN CASH AND CASH EQUIVALENTS |
|
|
399,699 |
|
|
|
12,027 |
|
CASH AND CASH EQUIVALENTS, beginning of period |
|
|
3,602,760 |
|
|
|
3,314,396 |
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS, end of period |
|
$ |
4,002,459 |
|
|
$ |
3,326,423 |
|
|
|
|
|
|
|
|
The accompanying Notes are an integral part of these Consolidated Financial Statements.
6
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited interim Consolidated Financial Statements of Accenture Ltd, a
Bermuda company, and its controlled subsidiary companies (collectively, the Company) have been
prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC)
for quarterly reports on Form 10-Q and do not include all of the information and note disclosures
required by U.S. generally accepted accounting principles (U.S. GAAP) for complete financial
statements. These Consolidated Financial Statements should therefore be read in conjunction with
the Consolidated Financial Statements and Notes thereto for the fiscal year ended August 31, 2008
included in the Companys Annual Report on Form 10-K filed with the SEC on October 20, 2008. The
accompanying unaudited interim Consolidated Financial Statements have been prepared in accordance
with U.S. GAAP and reflect all adjustments of a normal, recurring nature that are, in the opinion
of management, necessary for a fair presentation of results for these interim periods. The results
of operations for the three and nine months ended May 31, 2009 are not necessarily indicative of
the results that may be expected for the fiscal year ending August 31, 2009. Certain prior-period
amounts have been reclassified to conform to the current-period presentation.
On May 26, 2009, the Company announced that its Board of Directors approved a
proposed transaction in which a new parent company
(Accenture plc, incorporated in Ireland) would be created for the Company
(the Change
of Incorporation). The Change of Incorporation is subject to approval by the Companys
shareholders and will be voted on at shareholder meetings scheduled
for August 5, 2009. If approved, the Company intends the Change of Incorporation to take effect on
September 1, 2009. The Company will continue to report its financial results in U.S. dollars and
under U.S. GAAP.
Allowances for Client Receivables and Unbilled Services
As of May 31, 2009 and August 31, 2008, total allowances for client receivables and unbilled
services were $110,602 and $42,912, respectively. The increase was principally due to a $75,008 bad
debt provision, of which $71,893 was recorded during the three months ended November 30, 2008,
reflecting collectibility risks on outstanding receivables, in light of the current global economic
downturn, particularly from clients in high-risk industries or with potential liquidity issues.
Recently Adopted Accounting Pronouncements
On December 1, 2008, the Company adopted the provisions of Statement of Financial Accounting
Standards (SFAS) 161, Disclosures about Derivative Instruments and Hedging Activities, an
amendment of FASB Statement No. 133 (SFAS 161). This Statement requires enhanced disclosures for
derivative instruments and hedging activities about (i) how and why a company uses derivative
instruments; (ii) how derivative instruments and related hedged items are accounted for under SFAS
133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133) and its related
interpretations; and (iii) how derivative instruments and related hedged items affect a companys
financial position, financial performance and cash flows. The Companys adoption of SFAS 161 did
not have a material impact on its Consolidated Financial Statements. For additional information,
see Note 9 (Derivative Financial Instruments) to these Consolidated Financial Statements.
On September 1, 2008, the Company adopted the provisions of SFAS 157, Fair Value
Measurements (SFAS 157), which defines fair value, establishes a framework for measuring fair
value under U.S. GAAP and expands disclosures about fair value measurements. In accordance with
FASB Staff Position 157-2, Effective Date of FASB Statement No. 157, the Company elected to defer
the adoption of the provisions of SFAS 157 for its non-financial assets and non-financial
liabilities. Such assets and liabilities, which include the Companys Deferred contract costs,
Property and equipment, net and Goodwill, will be subject to the provisions of SFAS 157 on
September 1, 2009. The Company is currently assessing the potential impact that the adoption of
SFAS 157 for its non-financial assets may have on its Consolidated Financial Statements. For
additional information, see Note 10 (Fair Value Measurements) to these Consolidated Financial
Statements.
Effective September 1, 2008, the Company adopted the year-end measurement date provision of SFAS
158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, an
amendment of FASB Statements No. 87, 106, and
7
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
(Unaudited)
132(R), using an approach generally known as the one measurement approach. The adoption of the
provision had the following impact on the Companys Consolidated Balance Sheet: decreased Retained
earnings by $5,302; decreased Accumulated other comprehensive (loss) income by $286; decreased
Other non-current assets by $2,736; and increased Retirement obligation by $2,852.
2. EARNINGS PER SHARE
Basic and diluted earnings per share are calculated as follows:
Basic earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
May 31, |
|
|
May 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Net income available for Class A common shareholders |
|
$ |
443,969 |
|
|
$ |
469,089 |
|
|
$ |
1,335,271 |
|
|
$ |
1,256,931 |
|
Basic weighted average Class A common shares |
|
|
623,649,189 |
|
|
|
606,513,399 |
|
|
|
622,108,212 |
|
|
|
608,888,487 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
0.71 |
|
|
$ |
0.77 |
|
|
$ |
2.15 |
|
|
$ |
2.06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income available for Class A common shareholders |
|
$ |
443,969 |
|
|
$ |
469,089 |
|
|
$ |
1,335,271 |
|
|
$ |
1,256,931 |
|
Minority interest in Accenture SCA and Accenture Canada Holdings Inc. (1) |
|
|
87,858 |
|
|
|
133,930 |
|
|
|
283,326 |
|
|
|
377,593 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share calculation |
|
$ |
531,827 |
|
|
$ |
603,019 |
|
|
$ |
1,618,597 |
|
|
$ |
1,634,524 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic weighted average Class A common shares |
|
|
623,649,189 |
|
|
|
606,513,399 |
|
|
|
622,108,212 |
|
|
|
608,888,487 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A common shares issuable upon redemption/exchange of minority
interest (1) |
|
|
123,382,539 |
|
|
|
173,199,431 |
|
|
|
131,730,635 |
|
|
|
183,555,248 |
|
Diluted effect of employee compensation related to Class A common shares (2) |
|
|
35,726,619 |
|
|
|
37,577,235 |
|
|
|
33,780,716 |
|
|
|
35,543,746 |
|
Diluted effect of employee share purchase plan related to Class A common
shares |
|
|
56,475 |
|
|
|
21,280 |
|
|
|
84,351 |
|
|
|
20,293 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average Class A common shares |
|
|
782,814,822 |
|
|
|
817,311,345 |
|
|
|
787,703,914 |
|
|
|
828,007,774 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share (2) |
|
$ |
0.68 |
|
|
$ |
0.74 |
|
|
$ |
2.05 |
|
|
$ |
1.97 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 interest other, since those shares are not redeemable or
exchangeable for Accenture Ltd Class A common shares. |
|
(2) |
|
Fiscal 2008 diluted weighted average Accenture Ltd Class A common shares and earnings per
share amounts have been restated to reflect the impact of the issuance of an immaterial number
of additional restricted share units to holders of restricted share units in connection with
the payment of cash dividends. |
3. INCOME TAXES
Effective Tax Rate
The Companys effective tax rates for the three months ended May 31, 2009 and 2008 were 28.2%
and 30.8%, respectively. The Companys effective tax rates for the nine months ended May 31, 2009
and 2008 were 27.6% and 28.4%, respectively. The effective tax rate for the three months ended May
31, 2009 is lower than the effective tax rate for the three months ended May 31, 2008 primarily as
a result of higher benefits related to final determinations of prior-year tax liabilities recorded
during the third quarter of fiscal 2009. The effective tax rate for the nine months ended May 31,
2009 is lower than the effective tax rate for the nine months ended May 31, 2008 primarily as a
result of lower expenses related to tax rate changes and other adjustments to prior-year tax
liabilities recorded in the nine months ended May 31, 2009 compared with the nine months ended
May 31, 2008.
4. REORGANIZATION (BENEFITS) COSTS
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 the Companys shareholders and
8
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
(Unaudited)
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 identified certain shareholders and partners who
may incur such unusual and disproportionate financial damage in certain jurisdictions. These
include shareholders and partners who 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. When additional taxes
are assessed on these shareholders or partners in connection with these transfers, the Company has
made and intends to make payments to reimburse certain costs associated with the assessment either
to the shareholder or partner, or to the taxing authority. The Company has recorded reorganization
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
is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Nine Months Ended |
|
|
|
May 31, |
|
|
May 31, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Reorganization liability, beginning of
period |
|
$ |
258,354 |
|
|
$ |
309,704 |
|
|
$ |
308,694 |
|
|
$ |
401,228 |
|
Final determinations (1) |
|
|
|
|
|
|
(1,093 |
) |
|
|
(23,479 |
) |
|
|
(83,204 |
) |
Changes in estimates |
|
|
|
|
|
|
1,093 |
|
|
|
7,297 |
|
|
|
83,204 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit recorded |
|
|
|
|
|
|
|
|
|
|
(16,182 |
) |
|
|
|
|
Interest expense accrued |
|
|
3,176 |
|
|
|
4,355 |
|
|
|
9,454 |
|
|
|
18,489 |
|
Payments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(143,184 |
) |
Foreign currency translation adjustments |
|
|
25,167 |
|
|
|
6,130 |
|
|
|
(15,269 |
) |
|
|
43,656 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reorganization liability, end of period |
|
$ |
286,697 |
|
|
$ |
320,189 |
|
|
$ |
286,697 |
|
|
$ |
320,189 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes final agreements with tax authorities and expirations of statutes of limitations. |
As of May 31, 2009, reorganization liabilities of $277,054 were included in Other accrued
liabilities because expirations of statutes of limitations or other final determinations could
occur within 12 months, and reorganization liabilities of $9,643 were included in Other non-current
liabilities. Timing of the resolution of tax audits or the initiation of additional litigation
and/or criminal tax proceedings may delay final resolution. Final resolution, through settlement,
conclusion of legal proceedings or a tax authoritys decision not to pursue a claim, will result in
payment by the Company of amounts in settlement or judgment of these matters and/or recording of a
reorganization benefit or cost in the Companys Consolidated Income Statement. It is possible the
aggregate amount of such payments in connection with a resolution of all such proceedings could
exceed the currently recorded amounts. As of May 31, 2009, only a small number of jurisdictions
remain that have active audits/investigations or open statutes of limitations, and only one is
significant. In that jurisdiction, current and former partners are engaged in a dispute with tax
authorities in connection with the corporate reorganization in 2001.
These individuals and the Company
intend to vigorously defend their positions.
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)
(Unaudited)
5. ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
The components of Accumulated other comprehensive (loss) income are as follows:
|
|
|
|
|
|
|
|
|
|
|
May 31, |
|
|
August 31, |
|
|
|
2009 |
|
|
2008 |
|
Net unrealized (losses) gains on cash flow hedges, net of tax of $(3,566) and $4,959,
respectively |
|
$ |
(2,103 |
) |
|
$ |
11,381 |
|
Net unrealized losses on marketable securities |
|
|
(545 |
) |
|
|
(689 |
) |
Foreign currency translation adjustments, net of tax of $2,412 and $1,883, respectively |
|
|
(126,643 |
) |
|
|
34,860 |
|
Pension and postretirement plans, net of tax of $(27,244) and $(25,324), respectively |
|
|
(40,749 |
) |
|
|
(39,424 |
) |
|
|
|
|
|
|
|
Accumulated other comprehensive (loss) income |
|
$ |
(170,040 |
) |
|
$ |
6,128 |
|
|
|
|
|
|
|
|
The activity related to the change in net unrealized (losses) gains on cash flow hedges, net
of tax, is as follows:
|
|
|
|
|
|
|
May 31, |
|
|
|
2009 |
|
Net unrealized gains on cash flow hedges, net of tax, beginning of period |
|
$ |
11,381 |
|
Change in fair value, net of tax of $(17,156) |
|
|
(24,114 |
) |
Reclassification adjustments into earnings, net of tax of $8,631 |
|
|
10,630 |
|
|
|
|
|
Net unrealized losses on cash flow hedges, net of tax, end of period |
|
$ |
(2,103 |
) |
|
|
|
|
Comprehensive income was as follows:
|
|
|
|
|
|
|
|
|
|
|
May 31, |
|
May 31, |
|
|
2009 |
|
2008 |
Three months ended |
|
$ |
650,936 |
|
|
$ |
475,054 |
|
Nine months ended |
|
|
1,159,389 |
|
|
|
1,318,721 |
|
6. BUSINESS COMBINATIONS AND GOODWILL
The changes in the carrying amount of goodwill by reportable operating segment are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Currency |
|
|
|
|
|
|
August 31, |
|
|
Additions/ |
|
|
Translation |
|
|
May 31, |
|
|
|
2008 |
|
|
Adjustments |
|
|
Adjustments |
|
|
2009 |
|
Communications &
High Tech |
|
$ |
163,386 |
|
|
$ |
(2,676 |
) |
|
$ |
(9,424 |
) |
|
$ |
151,286 |
|
Financial Services |
|
|
143,380 |
|
|
|
47 |
|
|
|
(4,955 |
) |
|
|
138,472 |
|
Products |
|
|
329,332 |
|
|
|
402 |
|
|
|
(10,898 |
) |
|
|
318,836 |
|
Public Service |
|
|
134,895 |
|
|
|
70 |
|
|
|
(3,033 |
) |
|
|
131,932 |
|
Resources |
|
|
68,964 |
|
|
|
737 |
|
|
|
(6,479 |
) |
|
|
63,222 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
839,957 |
|
|
$ |
(1,420 |
) |
|
$ |
(34,789 |
) |
|
$ |
803,748 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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)
(Unaudited)
7. RETIREMENT PLANS
In the United States and certain other countries, the Company maintains and administers
retirement plans and postretirement medical plans for certain current, retired and resigned
employees. The components of net periodic pension and postretirement benefits expense are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits |
|
|
|
Three Months Ended May 31, |
|
|
|
2009 |
|
|
2008 |
|
Components of pension benefits expense |
|
U.S. Plans |
|
|
Non-U.S. Plans |
|
|
U.S. Plans |
|
|
Non-U.S. Plans |
|
Service cost |
|
$ |
4,569 |
|
|
$ |
9,930 |
|
|
$ |
8,327 |
|
|
$ |
11,244 |
|
Interest cost |
|
|
15,595 |
|
|
|
7,668 |
|
|
|
14,989 |
|
|
|
8,276 |
|
Expected return on plan assets |
|
|
(15,761 |
) |
|
|
(6,869 |
) |
|
|
(17,638 |
) |
|
|
(9,017 |
) |
Amortization of loss (gain) |
|
|
393 |
|
|
|
(290 |
) |
|
|
479 |
|
|
|
(390 |
) |
Amortization of prior service cost
(credits) |
|
|
52 |
|
|
|
(134 |
) |
|
|
68 |
|
|
|
423 |
|
Curtailment loss (gain) |
|
|
|
|
|
|
501 |
|
|
|
|
|
|
|
(496 |
) |
Special termination benefits charge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
657 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
4,848 |
|
|
$ |
10,806 |
|
|
$ |
6,225 |
|
|
$ |
10,697 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Benefits |
|
|
|
Nine Months Ended May 31, |
|
|
|
2009 |
|
|
2008 |
|
Components of pension benefits expense |
|
U.S. Plans |
|
|
Non-U.S. Plans |
|
|
U.S. Plans |
|
|
Non-U.S. Plans |
|
Service cost |
|
$ |
13,709 |
|
|
$ |
31,726 |
|
|
$ |
24,977 |
|
|
$ |
35,576 |
|
Interest cost |
|
|
46,783 |
|
|
|
24,042 |
|
|
|
44,965 |
|
|
|
24,866 |
|
Expected return on plan assets |
|
|
(47,281 |
) |
|
|
(22,044 |
) |
|
|
(52,914 |
) |
|
|
(26,959 |
) |
Amortization of loss (gain) |
|
|
1,181 |
|
|
|
(890 |
) |
|
|
1,439 |
|
|
|
(1,111 |
) |
Amortization of prior service cost
(credits) |
|
|
158 |
|
|
|
(411 |
) |
|
|
208 |
|
|
|
653 |
|
Curtailment loss (gain) |
|
|
|
|
|
|
501 |
|
|
|
(13,898 |
) |
|
|
(496 |
) |
Special termination benefits charge |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
657 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
14,550 |
|
|
$ |
32,924 |
|
|
$ |
4,777 |
|
|
$ |
33,186 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Postretirement Benefits |
|
|
|
Three Months Ended May 31, |
|
|
|
2009 |
|
|
2008 |
|
Components of postretirement benefits expense |
|
U.S. Plans |
|
|
Non-U.S. Plans |
|
|
U.S. Plans |
|
|
Non-U.S. Plans |
|
Service cost |
|
$ |
1,892 |
|
|
$ |
185 |
|
|
$ |
1,744 |
|
|
$ |
358 |
|
Interest cost |
|
|
1,869 |
|
|
|
393 |
|
|
|
1,653 |
|
|
|
458 |
|
Expected return on plan assets |
|
|
(371 |
) |
|
|
|
|
|
|
(409 |
) |
|
|
|
|
Amortization of transitional obligation |
|
|
20 |
|
|
|
|
|
|
|
20 |
|
|
|
|
|
Amortization of (gain) loss |
|
|
|
|
|
|
(62 |
) |
|
|
|
|
|
|
18 |
|
Amortization of prior service credits |
|
|
(201 |
) |
|
|
(171 |
) |
|
|
(199 |
) |
|
|
(212 |
) |
Curtailment gain |
|
|
|
|
|
|
(231 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
3,209 |
|
|
$ |
114 |
|
|
$ |
2,809 |
|
|
$ |
622 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Postretirement Benefits |
|
|
|
Nine Months Ended May 31, |
|
|
|
2009 |
|
|
2008 |
|
Components of postretirement benefits expense |
|
U.S. Plans |
|
|
Non-U.S. Plans |
|
|
U.S. Plans |
|
|
Non-U.S. Plans |
|
Service cost |
|
$ |
5,676 |
|
|
$ |
640 |
|
|
$ |
5,232 |
|
|
$ |
1,083 |
|
Interest cost |
|
|
5,607 |
|
|
|
1,220 |
|
|
|
4,959 |
|
|
|
1,381 |
|
Expected return on plan assets |
|
|
(1,113 |
) |
|
|
|
|
|
|
(1,227 |
) |
|
|
|
|
Amortization of transitional obligation |
|
|
60 |
|
|
|
|
|
|
|
60 |
|
|
|
|
|
Amortization of (gain) loss |
|
|
|
|
|
|
(83 |
) |
|
|
|
|
|
|
57 |
|
Amortization of prior service credits |
|
|
(601 |
) |
|
|
(536 |
) |
|
|
(601 |
) |
|
|
(633 |
) |
Curtailment gain |
|
|
|
|
|
|
(231 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
9,629 |
|
|
$ |
1,010 |
|
|
$ |
8,423 |
|
|
$ |
1,888 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8. MATERIAL TRANSACTIONS AFFECTING SHAREHOLDERS EQUITY
Share Purchase and Redemption Activity
The Board of Directors of Accenture Ltd has authorized funding for the Companys publicly
announced open-market share purchase program for acquiring Accenture Ltd Class A common shares and
for purchases and redemptions of Accenture Ltd Class A common shares, Accenture SCA Class I common
shares and Accenture Canada Holdings Inc. exchangeable shares held by the Companys current and
former senior executives and their permitted transferees.
The Companys share purchase activity during the nine months ended May 31, 2009 was as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accenture SCA Class I |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Shares and |
|
|
|
|
|
|
Accenture Ltd Class A |
|
|
Accenture Canada Holdings |
|
|
|
|
|
|
Common Shares |
|
|
Inc. Exchangeable Shares |
|
|
Total |
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
Open-Market Share Purchases (1) |
|
|
18,128,004 |
|
|
$ |
544,484 |
|
|
|
|
|
|
$ |
|
|
|
|
18,128,004 |
|
|
$ |
544,484 |
|
Other Share Purchase Programs |
|
|
|
|
|
|
|
|
|
|
22,179,369 |
|
|
|
698,160 |
|
|
|
22,179,369 |
|
|
|
698,160 |
|
Other purchases (2) |
|
|
2,471,116 |
|
|
|
87,611 |
|
|
|
|
|
|
|
|
|
|
|
2,471,116 |
|
|
|
87,611 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
20,599,120 |
|
|
$ |
632,095 |
|
|
|
22,179,369 |
|
|
$ |
698,160 |
|
|
|
42,778,489 |
|
|
$ |
1,330,255 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The Company conducts a publicly announced, open-market share purchase program for Accenture
Ltd Class A common shares. These shares are held as treasury shares by one or more
subsidiaries of Accenture Ltd and may be utilized to provide for select employee benefits,
such as equity awards to the Companys employees. |
|
(2) |
|
During the nine months ended May 31, 2009, as authorized under the Companys various employee
equity share plans, the Company acquired Accenture Ltd Class A common shares primarily 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. |
As of May 31, 2009, the Companys aggregate available authorization was $1,260,314 for its
publicly announced open-market share purchase program and the other share purchase programs.
Other Share Redemptions
During the nine months ended May 31, 2009, the Company issued 1,125,645 Accenture Ltd Class A
common shares upon redemptions of an equivalent number of Accenture SCA Class I common shares
pursuant to its registration statement on Form S-3 (the registration statement) filed on May 15,
2007. The registration statement allows the Company, at its option, to issue freely tradable
Accenture Ltd Class A common shares in lieu of cash upon redemptions of Accenture SCA Class I
common shares held by the Companys senior executives, former executives and their permitted transferees.
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)
(Unaudited)
Dividend
On November 17, 2008, a cash dividend of $0.50 per share was paid on Accenture Ltd Class A
common shares to shareholders of record at the close of business on October 10, 2008, resulting in
a cash outlay of $307,701. On November 17, 2008, a cash dividend of $0.50 per share was also paid
on Accenture SCA Class I common shares and on Accenture Canada Holdings Inc. exchangeable shares,
in each case to shareholders of record at the close of business on October 7, 2008, resulting in
cash outlays of $69,480 and $1,265, 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 Accenture Ltd Class A common share amounts have
been restated for all periods presented to reflect this issuance.
9. DERIVATIVE FINANCIAL INSTRUMENTS
In the normal course of business, the Company uses derivative financial instruments to manage
foreign currency exchange rate risk. Derivative transactions are governed by a uniform set of
policies and procedures covering areas such as authorization, counterparty exposure and hedging
practices. Positions are monitored using techniques such as market value and sensitivity analyses.
The Company does not enter into derivative transactions for trading purposes.
Certain derivatives also give rise to credit risks from the possible non-performance by
counterparties. Credit risk is generally limited to the fair value of those contracts that are
favorable to the Company, and the maximum amount of loss due to credit risk, based on the gross
fair value of all of the Companys derivative financial instruments, was approximately $37,021 as
of May 31, 2009. The Company has limited its credit risk by entering into derivative transactions
only with highly-rated global financial institutions, limiting the amount of credit exposure with
any one financial institution and conducting ongoing evaluation of the creditworthiness of the
financial institutions with which it does business.
The Company also utilizes standard counterparty master agreements containing provisions for
the netting of certain foreign currency transaction obligations and for set-off of certain
obligations in the event of an insolvency of one of the parties to the transaction. These
provisions may reduce the Companys potential overall loss resulting from the insolvency of a
counterparty and reduce a counterpartys potential overall loss resulting from the insolvency of
the Company. Additionally, these agreements contain early termination provisions triggered by
adverse changes in a counterpartys credit rating, thereby enabling the Company to accelerate
settlement of a transaction prior to its contractual maturity and potentially decrease the
Companys realized loss on an open transaction. Similarly, a decrement in the Companys credit
rating could trigger a counterpartys early termination rights, thereby enabling a counterparty to
accelerate settlement of a transaction prior to its contractual maturity and potentially increase
the Companys realized loss on an open transaction. The aggregate fair value of the Companys
derivative instruments with credit-risk-related contingent features that are in a liability
position as of May 31, 2009 was $22,657.
The Company classifies cash flows from its derivative programs as cash flows from operating
activities in the Consolidated Cash Flows Statement. The notional and fair values of all derivative
instruments were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
May 31, |
|
|
August 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
Notional |
|
|
Fair |
|
|
Notional |
|
|
Fair |
|
|
|
Value |
|
|
Value |
|
|
Value |
|
|
Value |
|
Foreign currency forward contracts: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
To sell |
|
$ |
271,773 |
|
|
$ |
262 |
|
|
$ |
211,230 |
|
|
$ |
(163 |
) |
To buy |
|
|
1,734,767 |
|
|
|
14,102 |
|
|
|
1,632,742 |
|
|
|
15,604 |
|
Cash Flow Hedges
Certain of the Companys subsidiaries are exposed to currency risk through their use of
resources supplied by the Companys Global Delivery Network. To mitigate this risk, the Company
uses foreign currency forward exchange contracts to hedge the foreign exchange risk of the
forecasted intercompany expenses denominated in foreign currencies for up to three years in the
future. The Company has designated these derivatives as cash flow hedges in accordance with SFAS
133. As of May 31, 2009, the Company held no derivatives that were designated as fair value or net
investment hedges.
In order for a derivative to qualify for hedge accounting, the derivative must be formally
designated as a fair value, cash flow or net investment hedge by documenting the relationship
between the derivative and the hedged item. The documentation should include
a description of the hedging instrument, the hedge item, the risk being hedged, the Companys
risk management objective and strategy
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)
(Unaudited)
for undertaking the hedge, the method for assessing the
effectiveness of the hedge and the method for measuring hedge ineffectiveness. Additionally, the
hedge relationship must be expected to be highly effective at offsetting changes in either the fair
value or cash flows of the hedged item at both inception of the hedge and on an ongoing basis. The
Company assesses the ongoing effectiveness of its hedges in accordance with the Hypothetical
Derivative Method as described in Derivative Implementation Group Issue No. G-7, Cash Flow Hedges:
Measuring the Ineffectiveness of a Cash Flow Hedge under Paragraph 30(b) When the Shortcut Method
Is Not Applied, and measures and records hedge ineffectiveness at the end of each fiscal quarter.
For a cash flow hedge, the effective portion of the change in estimated fair value of a
hedging instrument is recorded in Accumulated other comprehensive (loss) income as a separate
component of Shareholders Equity and is reclassified into Cost of services in the Consolidated
Income Statement during the period in which the hedged transaction is recognized. Amounts
reclassified into Cost of services for the three and nine months ended May 31, 2009 were $3,446 and
$10,630, respectively, net of taxes. The ineffective portion of the change in fair value of a cash
flow hedge is recognized immediately in Other income (expense), net in the Consolidated Income
Statement and for the three and nine months ended May 31, 2009 was not material. As of May 31,
2009, amounts related to derivatives designated as cash flow hedges and recorded in Accumulated
other comprehensive (loss) income totaled $(2,103), net of taxes, of which $(2,160) is expected to
be reclassified into earnings in the next 12 months. In addition, the Company did not discontinue
any cash flow hedges during the nine months ended May 31, 2009.
The fair values of derivative instruments designated as cash flow hedges are recorded in the
Consolidated Balance Sheet as follows:
|
|
|
|
|
|
|
May 31, |
|
|
|
2009 |
|
Assets |
|
|
|
|
Other current assets |
|
$ |
8,132 |
|
Other non-current assets |
|
|
6,117 |
|
|
|
|
|
Total |
|
$ |
14,249 |
|
|
|
|
|
Liabilities |
|
|
|
|
Other accrued liabilities |
|
$ |
13,965 |
|
Other non-current liabilities |
|
|
5,953 |
|
|
|
|
|
Total |
|
$ |
19,918 |
|
|
|
|
|
Other Derivatives
The Company also uses foreign currency forward exchange contracts, which have not been
designated as hedges under SFAS 133, to hedge balance sheet exposures, such as intercompany loans.
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. Realized gains or losses and
changes in the estimated fair value of these derivatives are recorded in Other income (expense),
net in the Consolidated Income Statement and were $61,497 and $19,916 for the three and nine months
ended May 31, 2009, respectively.
The fair values of other derivative instruments are recorded in the Consolidated Balance Sheet
as follows:
|
|
|
|
|
|
|
May 31, |
|
|
2009 |
Other current assets |
|
$ |
22,772 |
|
Other accrued liabilities |
|
|
2,739 |
|
For additional information related to derivative financial instruments, see Note 5
(Accumulated Other Comprehensive (Loss) Income) and Note 10 (Fair Value Measurements) to these
Consolidated Financial Statements.
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)
(Unaudited)
10. FAIR VALUE MEASUREMENTS
SFAS 157 defines fair value as the price that would be received upon sale of an asset or paid
upon transfer of a liability in an orderly transaction between market participants at the
measurement date and in the principal or most advantageous market for that asset or liability. The
fair value should be calculated based on assumptions that market participants would use in pricing
the asset or liability, not on assumptions specific to the entity. In addition, the fair value of
liabilities should include consideration of non-performance risk, including the Companys own
credit risk.
SFAS 157 establishes a three-level hierarchy of fair value measurements based on whether the
inputs to those measurements are observable or unobservable. Observable inputs reflect market data
obtained from independent sources, while unobservable inputs reflect the Companys market
assumptions. The fair-value hierarchy requires the use of observable market data when available and
consists of the following levels:
|
|
|
Level 1 Quoted prices for identical instruments in active markets; |
|
|
|
|
Level 2 Quoted prices for similar instruments in active markets; quoted prices for
identical or similar instruments in markets that are not active; and model-derived
valuations in which all significant inputs are observable in active markets; and |
|
|
|
|
Level 3 Valuations derived from valuation techniques in which one or more significant
inputs are unobservable. |
Short-term Investments and Investments
The Companys Short-term investments and Investments consist primarily of corporate notes.
Fair values for corporate notes are based on prices obtained from independent third-party pricing
services and are classified as Level 2. The third-party pricing services fair values are
model-derived valuations in which all significant inputs are observable in active markets. Inputs
include recent sales, risk-free yield curves and prices of similarly rated bonds.
Derivative Financial Instruments
The Companys derivative financial instruments consist of deliverable and non-deliverable
foreign currency forward exchange contracts. Fair values for derivative financial instruments are
based on prices computed using third-party valuation models and are classified as Level 2. All of
the significant inputs to the third-party valuation models are observable in active markets. Inputs
include current market-based parameters such as forward rates, yield curves and credit default swap
pricing.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The Companys financial assets and liabilities measured at fair value on a recurring basis as
of May 31, 2009 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term investments |
|
$ |
|
|
|
$ |
9,459 |
|
|
$ |
|
|
|
$ |
9,459 |
|
Investments |
|
|
|
|
|
|
9,168 |
|
|
|
|
|
|
|
9,168 |
|
Derivative financial instruments |
|
|
|
|
|
|
37,021 |
|
|
|
|
|
|
|
37,021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
55,648 |
|
|
$ |
|
|
|
$ |
55,648 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments |
|
$ |
|
|
|
$ |
22,657 |
|
|
$ |
|
|
|
$ |
22,657 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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)
(Unaudited)
11. COMMITMENTS AND CONTINGENCIES
Commitments and Guarantees
The Company has the right to purchase substantially all of the remaining outstanding shares of
its Avanade Inc. subsidiary (Avanade) 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 at fair value if certain events occur.
Holders of Avanade common stock and options to purchase the stock have put rights that, under
certain circumstances and conditions, require Avanade to redeem shares of its stock at fair value.
Had the Company reflected the fair value of Avanades redeemable common stock and the intrinsic
value of the options on redeemable common stock (the Values) as of May 31, 2009 and August 31,
2008, the Companys Minority interest would have been $703,282 and $768,741, respectively. On
September 1, 2009, upon adoption of SFAS 160 Noncontrolling Interests in Consolidated Financial
Statementsan amendment of ARB No. 51, the Company will be required to report any noncontrolling
interests (previously referred to as minority interests) as a separate component of Consolidated
Shareholders Equity and record the Values within noncontrolling interests.
The Company has various agreements in which it may be obligated to indemnify 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 May 31,
2009, management was not aware of any obligations arising under such indemnification contracts 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 May 31, 2009, the Company estimates
that it had assumed an aggregate potential liability of approximately $1,416,000 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 $17,000 if the Company is obligated to make payments to the clients that are the
consequence of a performance default by the other parties. The Company has assessed the current
status of performance/payment risk related with certain contractual obligations and believes that
any potential payments would be immaterial to the Consolidated Financial Statements, as a whole. To
date, the Company has not been required to make any significant payments under any of the contracts
described in this paragraph.
Legal Contingencies
As of May 31, 2009, the Company or its present personnel had been named as a defendant in
various litigation matters. The Company and/or its personnel also from time to time are involved in
investigations by various regulatory or legal authorities concerning matters arising in the course
of its business around the world. Based on the present status of these matters, management believes
these matters will not ultimately have a material effect on the Companys results of operations or
financial condition.
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)
(Unaudited)
12. SEGMENT REPORTING
The Companys reportable operating segments are the five operating groups, which are
Communications & High Tech, Financial Services, Products, Public Service and Resources. Information
regarding the Companys reportable operating segments is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended May 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
Net |
|
|
Operating |
|
|
Net |
|
|
Operating |
|
|
|
Revenues |
|
|
Income |
|
|
Revenues |
|
|
Income |
|
Communications & High Tech |
|
$ |
1,155,599 |
|
|
$ |
173,178 |
|
|
$ |
1,387,790 |
|
|
$ |
161,332 |
|
Financial Services |
|
|
1,026,946 |
|
|
|
134,384 |
|
|
|
1,302,942 |
|
|
|
189,690 |
|
Products |
|
|
1,307,684 |
|
|
|
188,870 |
|
|
|
1,611,009 |
|
|
|
253,070 |
|
Public Service |
|
|
744,534 |
|
|
|
98,560 |
|
|
|
756,348 |
|
|
|
98,536 |
|
Resources |
|
|
904,699 |
|
|
|
137,048 |
|
|
|
1,037,785 |
|
|
|
159,526 |
|
Other |
|
|
5,631 |
|
|
|
|
|
|
|
6,185 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
5,145,093 |
|
|
$ |
732,040 |
|
|
$ |
6,102,059 |
|
|
$ |
862,154 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended May 31, |
|
|
|
2009 |
|
|
2008 |
|
|
|
Net |
|
|
Operating |
|
|
Net |
|
|
Operating |
|
|
|
Revenues |
|
|
Income |
|
|
Revenues |
|
|
Income |
|
Communications & High Tech |
|
$ |
3,713,073 |
|
|
$ |
504,486 |
|
|
$ |
4,038,933 |
|
|
$ |
474,290 |
|
Financial Services |
|
|
3,305,729 |
|
|
|
387,791 |
|
|
|
3,756,135 |
|
|
|
512,006 |
|
Products |
|
|
4,244,205 |
|
|
|
593,845 |
|
|
|
4,522,867 |
|
|
|
634,001 |
|
Public Service |
|
|
2,207,986 |
|
|
|
289,986 |
|
|
|
2,139,830 |
|
|
|
189,357 |
|
Resources |
|
|
2,937,194 |
|
|
|
448,171 |
|
|
|
2,912,342 |
|
|
|
416,956 |
|
Other |
|
|
22,727 |
|
|
|
|
|
|
|
17,179 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
16,430,914 |
|
|
$ |
2,224,279 |
|
|
$ |
17,387,286 |
|
|
$ |
2,226,610 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17
ITEM 2. 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 Quarterly Report on Form 10-Q and
in our Annual Report on Form 10-K for the year ended August 31, 2008, and with the information
under the heading Managements Discussion and Analysis of Financial Condition and Results of
Operations in our Annual Report on Form 10-K for the year ended August 31, 2008.
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 2008 means the 12-month
period that ended on August 31, 2008. All references to quarters, unless otherwise noted, refer to
the quarters of our fiscal year.
Disclosure Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q 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, results of operations and other matters that are
based on our current expectations, estimates, assumptions and projections. Words such as may,
will, should, likely, anticipates, 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 may not prove to be accurate. Actual outcomes and results may differ
materially from what is expressed or forecast in these forward-looking statements. Risks,
uncertainties and other factors that might cause such differences, some of which could be material,
include, but are not limited to:
|
|
|
Our results of operations could be adversely affected by economic and political
conditions and the effects of these conditions on our clients businesses and levels of
business activity. |
|
|
|
|
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. |
|
|
|
|
The consulting, systems integration and technology, and outsourcing markets are highly
competitive, and we might not be able to compete effectively. |
|
|
|
|
Our work with government clients exposes us to additional risks inherent in the
government contracting environment. |
|
|
|
|
Our business could be adversely affected if our clients are not satisfied with our
services. |
|
|
|
|
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. |
|
|
|
|
Our results of operations could be adversely affected if our clients terminate their
contracts with us on short notice. |
|
|
|
|
Outsourcing services are a significant part of our business and subject us to operational
and financial risk. |
|
|
|
|
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 profitability could suffer if we are not able to maintain favorable pricing rates. |
|
|
|
|
Our profitability could suffer if we are not able to maintain favorable utilization
rates. |
|
|
|
|
Our business could be negatively affected if we incur legal liability in connection with
providing our solutions and services. |
|
|
|
|
If our pricing structures do not accurately anticipate the cost and complexity of
performing our work, then our contracts could be unprofitable. |
18
|
|
|
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. |
|
|
|
|
Our alliance relationships may not be successful. |
|
|
|
|
Our global operations are subject to complex risks, some of which might be beyond our
control. |
|
|
|
|
Our profitability could suffer if we are not able to control our costs. |
|
|
|
|
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. |
|
|
|
|
If we are unable to collect our receivables or unbilled services, our results of
operations and cash flows could be adversely affected. |
|
|
|
|
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 have only a limited ability to protect our intellectual property rights, which are
important to our success. |
|
|
|
|
New tax legislation or interpretations could lead to an increase in our tax burden. |
|
|
|
|
Negative publicity related to Bermuda companies could affect our relationships with our
clients. |
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If we are unable to manage the organizational challenges associated with our size and
expansion, we might be unable to achieve our business objectives. |
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We may not be successful at identifying, acquiring or integrating other businesses or
technologies. |
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Consolidation in the industries that we serve could adversely affect our business. |
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Our ability to attract and retain business may depend on our reputation in the
marketplace. |
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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. |
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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. |
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Our share price could be adversely affected if we are unable to maintain effective
internal controls. |
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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. |
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Bermuda law differs from the laws in effect in the United States and might afford less
protection to shareholders. |
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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. |
For a more detailed discussion of these factors, see the information under the heading Risk
Factors in our Annual Report on Form 10-K for the year ended August 31, 2008 and Item 1A, Risk
Factors in this Form 10-Q. We undertake no obligation to update or revise any forward-looking
statements.
19
Overview
Our results of operations are affected by economic conditions, including macroeconomic
conditions, credit market conditions and levels of business confidence. Revenues are driven by the
ability of our executives to secure new contracts and to deliver solutions and services that add
value relevant to our clients current needs and challenges. We add value to clients and drive
revenues based on our ability to deliver market-leading service offerings and to deploy skilled
teams of professionals quickly and on a global basis.
The current global economic downturn continues to be widespread and has led to economic
contraction in many industries and geographies where we operate. It is also impacting the needs of
our clients and the revenues in our consulting and outsourcing businesses. These changing demand
patterns have had and will likely continue to have an adverse effect on our new contract bookings
and revenues.
Revenues before reimbursements (net revenues) for the three months ended May 31, 2009 and
2008 were $5.15 billion and $6.10 billion, respectively, a decrease of 16% in U.S. dollars and 4%
in local currency. Net revenues for the nine months ended May 31, 2009 and 2008 were $16.43 billion
and $17.39 billion, respectively, a decrease of 6% in U.S. dollars and an increase of 3% in local currency.
In our consulting business, net revenues for the three months ended May 31, 2009 and 2008 were
$2.95 billion and $3.70 billion, respectively, a decrease of 20% in U.S. dollars and 9% in local
currency. Consulting net revenues for the nine months ended May 31, 2009 and 2008 were $9.64
billion and $10.51 billion, respectively, a decrease of 8% in U.S. dollars and flat in local
currency. Since January 2009, the global economic downturn has led to lower current demand for new
consulting services. Many clients are focused on initiatives designed to deliver near- and
medium-term cost savings and performance improvement and we are focused on helping them to drive
programs to support these objectives. Some clients are exercising caution and seeking flexibility
in launching new large consulting commitments and instead shifting to a more phased approach to
contracting work. Certain clients are slowing the pace of on-going projects and/or deferring
decisions to expand scope beyond current commitments. In addition, we are experiencing pricing
pressures from some clients and in response are shifting to lower
cost resources at reduced price levels.
In our outsourcing business, net revenues for the three months ended May 31, 2009 and 2008
were $2.19 billion and $2.40 billion, respectively, a decrease of 9% in U.S. dollars and an
increase of 3% in local currency. Outsourcing net revenues for the nine months ended May 31, 2009
and 2008 were $6.79 billion and $6.88 billion, respectively, a decrease of 1% in U.S. dollars and
an increase of 7% in local currency. In response to client requests for price concessions and more
favorable contract terms, we are shifting to lower cost resources at a reduced price level, while
protecting and/or improving our gross margin. In addition, we are experiencing a lower volume of
scope expansions on existing contracts. Client consolidations and strategy changes have also
resulted in more contract terminations and restructuring, primarily in the financial services
industry. Despite these factors, which are impacting new bookings and revenue growth, overall
outsourcing new bookings continue to be solid, as clients seek to reduce operating costs and
achieve sustained operational improvement.
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 2008,
the U.S. dollar weakened against many currencies, resulting in favorable currency translation and
greater reported U.S. dollar revenues. However, beginning in the fourth quarter of fiscal 2008, the
U.S. dollar began to strengthen against many currencies. This trend has continued during the first
three quarters of fiscal 2009 and resulted in an unfavorable currency translation and U.S. dollar
revenue growth that was approximately 12% and 9% lower than our growth in local currency for the
three and nine months ended May 31, 2009, respectively. Assuming that exchange rates stay within
recent ranges for the remainder of fiscal 2009, we estimate the foreign-exchange impact on our full
fiscal 2009 revenue growth will be approximately 8% lower growth in U.S. dollars, compared with our
growth in local currency. In the future, if the U.S. dollar weakens against other currencies, our
revenue growth in U.S. dollars may be higher.
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
personnel 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
consulting work. Utilization for the third quarter of fiscal 2009 was approximately 83%, flat with
the second quarter of fiscal 2009 and in the range we expect. Utilization for the third quarter of
fiscal 2008 was approximately 85%. Sales and marketing expense is driven primarily by compensation
costs for business-development activities, the development of new service offerings 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, as a percentage of revenues, at levels consistent with or
20
lower than levels in prior-year periods. Operating expenses also may include reorganization
costs and benefits, which may vary substantially from year to year.
Gross
margin (Net revenues less Cost of services before reimbursable
expenses as a percentage of Net revenues) for the three months ended
May 31, 2009 and 2008 was 32.5% and 31.5%, respectively. Gross margin for the nine months ended May 31,
2009 and 2008 was 31.5% and 30.4%, respectively. The increase for
both periods was
driven by improved overall outsourcing contract profitability.
Our cost-management strategies include anticipating changes in demand for our services and
executing cost-management initiatives. Particularly in light of the current economic environment,
we continue to monitor and manage our costs closely. We aggressively plan and manage our payroll
costs and take actions as needed to address changes in the anticipated demand for our services,
given that payroll costs are the most significant portion of our operating expenses.
We monitor our current and projected future demand and have reduced our headcount to
approximately 177,000 as of May 31, 2009, compared with more than 186,000 as of August 31, 2008.
Annualized attrition, excluding involuntary terminations, for the third quarter of fiscal 2009 was
8%, compared to 16% in the third quarter of fiscal 2008. In addition, we evaluate voluntary
attrition and have used increased involuntary terminations and reduced levels of new hiring as
means to keep our supply of skills and resources in balance with client demand. Our margins could
be adversely affected if we are unable to manage headcount, attrition and severance costs, recover
increases in compensation and/or effectively assimilate and utilize new employees.
Sales and marketing and general and administrative costs as a percentage of net revenues for
the three months ended May 31, 2009 and 2008 were 18.2% and 17.3%, respectively. Sales and
marketing and general and administrative costs as a percentage of net revenues for the nine months
ended May 31, 2009 and 2008 were 18.0% and 17.5%, respectively. The increase as a percentage of net
revenues for the nine months ended May 31, 2009 was primarily due to an increase in the bad debt
provision of $75 million, or 0.5% of net revenues, of which $72 million was recorded during the
three months ended November 30, 2008. This reflects our best estimate of collectibility risks on
outstanding receivables, in light of the current global economic downturn, particularly from
clients in high risk industries or with potential liquidity issues.
The increase for the three months ended May 31, 2009 was due to
higher selling costs as a percentage of net revenues and general and
administrative costs declining at a rate lower than that of our net
revenues. We continue to review our cost
structure and capabilities to position the Company for the future.
Operating
income for the three months ended May 31, 2009 and 2008 was $732 million and $862 million, respectively. Operating margin (Operating income as a percentage of Net revenues) for the
three months ended May 31, 2009 and 2008 was 14.2% and 14.1%, respectively. Operating income for
the nine months ended May 31, 2009 and 2008 was $2,224 million and $2,227 million, respectively.
Operating margin for the nine months ended May
31, 2009 and 2008 was 13.5% and 12.8%, respectively.
Our Operating income and Earnings per share are also affected by currency exchange-rate
fluctuations on revenues and costs. Due to the significant strengthening of the U.S. dollar against
many other currencies, this impact was unfavorable during the nine months ended May 31, 2009. Most
of our costs are incurred in the same currency as the related revenues. Where practical, we also
seek to manage foreign currency exposure for costs not incurred in the same currency as the related
net revenues, by using currency protection provisions in our customer contracts and through our
hedging programs. We estimate that the aggregate percentage impact of foreign exchange rates on our
operating expenses is similar to that disclosed for Net revenues. For more information on our
hedging programs, see Note 9 (Derivative Financial Instruments) to our Consolidated Financial
Statements under Item 1, Financial Statements.
Bookings and Backlog
New contract bookings for the three months ended May 31, 2009 were $6.57 billion, with
consulting bookings of $3.21 billion and outsourcing bookings of $3.36 billion. New contract
bookings for the nine months ended May 31, 2009 were $18.36 billion, with consulting bookings of
$9.91 billion and outsourcing bookings of $8.45 billion. As a percentage of our outsourcing
bookings, we have recorded an increase in new contract bookings that include contract extensions,
which will primarily result in revenues beyond fiscal 2010.
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, new bookings can vary significantly quarter to quarter depending particularly on the
timing of the signing of a small number of large outsourcing contracts. Current consulting bookings
reflect a trend of shorter contracts with more focused scope. 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
21
calculation of bookings. New contract bookings involve estimates and judgments regarding new
contracts as well as renewals, extensions and additions to existing contracts. Subsequent
terminations, 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
For a description of our critical accounting policies and estimates, see our Annual Report on
Form 10-K for the year ended August 31, 2008.
Revenues by Segment/Operating Group
Our five reportable operating segments are our operating groups, which are Communications &
High Tech, Financial Services, Products, Public Service and Resources. Operating groups are managed
on the basis of net revenues because our management believes net revenues are a better indicator of
operating group performance than revenues. In addition to reporting net revenues by operating
group, we also report net revenues by two types of work: consulting and outsourcing, which
represent the services sold by our operating groups. Consulting net revenues, which include
management and technology consulting and systems integration, reflect a finite, distinct project or
set of projects with a defined outcome and typically a defined set of specific deliverables.
Outsourcing net revenues typically reflect ongoing, repeatable services or capabilities provided to
transition, run and/or manage operations of client systems or business functions.
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. The mix between
consulting and outsourcing is not uniform among our operating groups. Local currency fluctuations
also tend to affect our operating groups differently, depending on the geographic concentrations
and locations of their businesses.
While we provide discussion about our results of operations below, we cannot measure how much
of our revenue growth in a particular period is attributable to changes in price or volume.
Management does not track standard measures of unit or rate volume. Instead, our measures of volume
and price are extremely complex, as each of our services contracts is unique, reflecting a
customized mix of specific services that does not fit into standard comparability measurements.
Pricing for our services is a function of the nature of each service to be provided, the skills
required and outcome sought, as well as estimated cost, risk, contract terms and other factors.
22
Results of Operations for the Three Months Ended May 31, 2009 Compared to the Three Months Ended
May 31, 2008
Net revenues (by operating group, geographic region and type of work) and reimbursements were
as follows:
|
|
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|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase |
|
|
Percent of Total Net Revenues for the |
|
|
|
Three Months Ended |
|
|
Percent |
|
|
(Decrease) |
|
|
Three Months Ended |
|
|
|
May 31, |
|
|
Decrease |
|
|
Local |
|
|
May 31, |
|
|
|
2009 |
|
|
2008 |
|
|
US$ |
|
|
Currency |
|
|
2009 |
|
|
2008 |
|
|
|
(in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING GROUPS |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Communications & High Tech |
|
$ |
1,156 |
|
|
$ |
1,388 |
|
|
|
(17 |
)% |
|
|
(5 |
)% |
|
|
22 |
% |
|
|
23 |
% |
Financial Services |
|
|
1,027 |
|
|
|
1,303 |
|
|
|
(21 |
) |
|
|
(9 |
) |
|
|
20 |
|
|
|
21 |
|
Products |
|
|
1,308 |
|
|
|
1,611 |
|
|
|
(19 |
) |
|
|
(8 |
) |
|
|
25 |
|
|
|
27 |
|
Public Service |
|
|
745 |
|
|
|
756 |
|
|
|
(2 |
) |
|
|
8 |
|
|
|
15 |
|
|
|
12 |
|
Resources |
|
|
905 |
|
|
|
1,038 |
|
|
|
(13 |
) |
|
|
1 |
|
|
|
18 |
|
|
|
17 |
|
Other |
|
|
6 |
|
|
|
6 |
|
|
|
n/m |
|
|
|
n/m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL NET
REVENUES (1) |
|
|
5,145 |
|
|
|
6,102 |
|
|
|
(16 |
)% |
|
|
(4 |
)% |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reimbursements |
|
|
392 |
|
|
|
491 |
|
|
|
(20 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL REVENUES |
|
$ |
5,537 |
|
|
$ |
6,593 |
|
|
|
(16 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
GEOGRAPHIC REGIONS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
2,265 |
|
|
$ |
2,527 |
|
|
|
(10 |
)% |
|
|
(6 |
)% |
|
|
44 |
% |
|
|
41 |
% |
EMEA (2) |
|
|
2,342 |
|
|
|
3,032 |
|
|
|
(23 |
) |
|
|
(5 |
) |
|
|
46 |
|
|
|
50 |
|
Asia Pacific |
|
|
539 |
|
|
|
543 |
|
|
|
(1 |
) |
|
|
10 |
|
|
|
10 |
|
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL NET
REVENUES (1) |
|
$ |
5,145 |
|
|
$ |
6,102 |
|
|
|
(16 |
)% |
|
|
(4 |
)% |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TYPE OF WORK |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consulting |
|
$ |
2,955 |
|
|
$ |
3,701 |
|
|
|
(20 |
)% |
|
|
(9 |
)% |
|
|
57 |
% |
|
|
61 |
% |
Outsourcing |
|
|
2,190 |
|
|
|
2,401 |
|
|
|
(9 |
) |
|
|
3 |
|
|
|
43 |
|
|
|
39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL NET REVENUES |
|
$ |
5,145 |
|
|
$ |
6,102 |
|
|
|
(16 |
)% |
|
|
(4 |
)% |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
n/m = not meaningful |
|
(1) |
|
May not total due to rounding. |
|
(2) |
|
EMEA includes Europe, the Middle East and Africa. |
Net Revenues
Our business has been affected by the continuing global economic downturn, as many clients
continue to delay new large consulting commitments, slow the pace of on-going projects and reduce
requests for incremental projects. As a result, all of our operating groups experienced either a
decline in or lower growth in consulting revenues in local currency, and most of our operating groups experienced
lower growth in outsourcing revenues in local currency during the three months ended May 31, 2009, compared with the
three months ended May 31, 2008.
The following net revenues by operating group commentary discusses local currency net revenues
changes for the three months ended May 31, 2009 compared to the three months ended May 31, 2008:
|
|
|
Communications & High Tech net revenues decreased 5% in local currency. Consulting
revenues declined 15% in local currency, primarily due to substantial declines across all
industry groups in the Americas region and in Electronics & High Tech and Media &
Entertainment in the EMEA region, while the Asia Pacific region was relatively flat in the
quarter. Outsourcing revenues increased 7% in local currency, primarily driven by growth
across all industry groups in the Americas and Asia Pacific regions and in Electronics &
High Tech in the EMEA region. This growth was partially offset by an outsourcing decline in
Communications in the EMEA region. |
|
|
|
Financial Services net revenues decreased 9% in local currency. Consulting revenues
declined 13% in local currency, primarily due to declines in Banking in the EMEA region and,
to a lesser extent, in Insurance and Capital Markets in the Americas region. These declines
were partially offset by consulting growth in Banking in the Americas region. Outsourcing
revenues declined 2% in local currency, primarily due to declines in Capital Markets in the
Americas region and in Insurance in the EMEA region. These declines were partially offset by
outsourcing growth in Insurance in the Americas and Asia Pacific |
23
|
|
|
regions. Client consolidations and strategy changes in the financial services industry have resulted in some outsourcing
contract terminations, which have had a negative impact on our revenues. |
|
|
|
Products net revenues decreased 8% in local currency.
Consulting revenues declined 16% in
local currency, primarily due to significant declines in the Americas region across all
industry groups except Consumer Goods & Services and in the EMEA region across all industry
groups except Retail. Outsourcing revenues increased 5% in local currency, primarily driven
by growth in Consumer Goods & Services across all geographic regions and in Retail in the
EMEA region, partially offset by a decline in Retail in the Americas region. |
|
|
|
|
Public Service net revenues increased 8% in local currency. Consulting revenues increased
12% in local currency, primarily driven by growth in the Americas region, partially offset
by a decline in the EMEA region. Outsourcing revenues increased 2% in local currency,
primarily driven by growth in the EMEA region, partially offset by a decline in the Americas
region. |
|
|
|
|
Resources net revenues increased 1% in local currency. Consulting revenues decreased 1%
in local currency, primarily due to declines in Utilities in the Americas region, in
Chemicals, Energy and Natural Resources in the EMEA region and in Energy in the Asia Pacific
region. These declines were largely offset by consulting growth in Utilities in the EMEA
region, in Natural Resources and Utilities in the Asia Pacific region and in Energy in the
Americas region. Outsourcing revenues increased 4% in local currency, driven by growth in
Utilities in the EMEA region. |
In
the Americas region, we recorded net revenues of $2,265 million for the three months ended
May 31, 2009, compared with $2,527 million for the three months ended May 31, 2008, a decrease of
10% in U.S. dollars and 6% in local currency. We experienced declines in local currency in the
United States and Canada, partially offset by strong growth in Brazil.
In the EMEA region, we recorded net revenues of $2,342 million for the three months ended May
31, 2009, compared with $3,032 million for the three months ended May 31, 2008, a decrease of 23%
in U.S. dollars and 5% in local currency. In general, we experienced declines in local currency
across much of the EMEA region, particularly in the United Kingdom, Spain, Switzerland and Sweden.
These declines were offset by strong growth in Germany and the Netherlands.
In the Asia Pacific region, we recorded net revenues of $539 million for the three months
ended May 31, 2009, compared with $543 million for the three months ended May 31, 2008, a decrease
of 1% in U.S. dollars and an increase of 10% in local currency. Growth in local currency was
principally driven by our business in Singapore, Australia and Japan.
Operating Expenses
Operating expenses for the three months ended May 31, 2009 were $4,805 million, a decrease of
$926 million, or 16%, from the three months ended May 31, 2008, and decreased as a percentage of
revenues to 86.8% from 86.9% during this period. Operating expenses before reimbursable expenses
for the three months ended May 31, 2009 were $4,413 million, a decrease of $827 million, or 16%,
from the three months ended May 31, 2008, and decreased as a percentage of net revenues to 85.8%
from 85.9% during this period.
Cost of Services
Cost of services for the three months ended May 31, 2009 was $3,867 million, a decrease of
$804 million, or 17%, from the three months ended May 31, 2008, and decreased as a percentage of
revenues to 69.8% from 70.8% during this period. Cost of services before reimbursable expenses for
the three months ended May 31, 2009 was $3,474 million, a decrease of $705 million, or 17%, from
the three months ended May 31, 2008, and decreased as a percentage of net revenues to 67.5% from
68.5% during this period. Gross margin for the three months ended May 31, 2009 increased to 32.5%
from 31.5% over this period. The increase in gross margin was driven by improved outsourcing
contract profitability.
Sales and Marketing
Sales and marketing expense for the three months ended May 31, 2009 was $525 million, a
decrease of $81 million, or 13%, from the three months ended May 31, 2008, and increased as a
percentage of net revenues to 10.2% from 9.9% over this period. This slight increase was primarily
due to higher selling costs as a percentage of net revenues.
24
General and Administrative Costs
General
and administrative costs for the three months ended May 31, 2009 were $411 million, a
decrease of $40 million, or 9%, from the three months ended May 31, 2008, and increased as a
percentage of net revenues to 8.0% from 7.4% over this period. This increase was primarily due to
these costs declining at a rate lower than that of our net revenues.
Operating Income and Operating Margin
Operating income for the three months ended May 31, 2009 was $732 million, a decrease of $130
million, or 15%, from the three months ended May 31, 2008, and increased as percentage of net
revenues to 14.2% from 14.1% over this period. Operating income and operating margin for each of
the operating groups was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended May 31, |
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
Operating |
|
|
Operating |
|
|
Operating |
|
|
Operating |
|
|
Increase |
|
|
|
Income |
|
|
Margin |
|
|
Income |
|
|
Margin |
|
|
(Decrease) |
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
|
|
|
|
|
|
|
|
Communications &
High Tech |
|
$ |
173 |
|
|
|
15 |
% |
|
$ |
161 |
|
|
|
12 |
% |
|
$ |
12 |
|
Financial Services |
|
|
134 |
|
|
|
13 |
|
|
|
190 |
|
|
|
15 |
|
|
|
(56 |
) |
Products |
|
|
189 |
|
|
|
14 |
|
|
|
253 |
|
|
|
16 |
|
|
|
(64 |
) |
Public Service |
|
|
99 |
|
|
|
13 |
|
|
|
99 |
|
|
|
13 |
|
|
|
|
|
Resources |
|
|
137 |
|
|
|
15 |
|
|
|
159 |
|
|
|
15 |
|
|
|
(22 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
732 |
|
|
|
14.2 |
% |
|
$ |
862 |
|
|
|
14.1 |
% |
|
$ |
(130 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
While we have seen our net revenues contract, due to both the current global economic downturn
and significant foreign-exchange rate fluctuations, we have improved our gross margins by focusing
on contract profitability, particularly in our outsourcing business. This improvement was partially
offset by higher selling costs as a percentage of net revenues and also general and administrative
costs, which declined at a rate lower than that of our net revenues. During the three months ended
May 31, 2009, we estimate that the aggregate percentage impact of foreign exchange rates on our
operating income is similar to that disclosed for net revenues. The operating group commentary
below provides additional insight into operating group performance and operating margin for the
three months ended May 31, 2009, compared to the three months ended May 31, 2008, exclusive of
foreign-exchange rate impact.
|
|
|
Communications & High Tech operating income increased due to improved outsourcing and
consulting contract margins and lower year-over-year impacts related to delivery
inefficiencies on a consulting contract, partially offset by consulting revenue declines. |
|
|
|
|
Financial Services operating income decreased, primarily due to consulting and
outsourcing revenue declines and a lower proportion of high-margin consulting work,
partially offset by improved outsourcing and consulting contract margins. |
|
|
|
|
Products operating income decreased due to consulting revenue declines and higher selling
costs as a percentage of net revenues, partially offset by improved outsourcing contract
margins. |
|
|
|
|
Public Service operating income was flat compared with fiscal 2008 and there were no
significant drivers impacting operating income, other than foreign-exchange impact. |
|
|
|
|
Resources operating income was flat compared with fiscal 2008 as improved outsourcing
contract margins were offset by higher selling costs as a percentage of net revenues. |
Interest Income
Interest income for the three months ended May 31, 2009 was $9 million, a decrease of $15
million, or 64%, from the three months ended May 31, 2008. The decrease was primarily due to lower
interest rates.
25
Other Income, net
Other income, net for the three months ended May 31, 2009 was $11 million, an increase of $14
million over the three months ended May 31, 2008. The increase was primarily driven by an increase
in net foreign currency exchange gains.
Provision for Income Taxes
The effective tax rates for the three months ended May 31, 2009 and 2008 were 28.2% and 30.8%,
respectively. The effective tax rate for the three months ended May 31, 2009 is lower than the
effective tax rate for the three months ended May 31, 2008 primarily as a result of higher benefits
related to final determinations of prior-year tax liabilities recorded during the third quarter of
fiscal 2009.
Our provision for income taxes is based on many factors and subject to volatility year to
year. We expect the fiscal 2009 annual effective tax rate to be in the range of 27% to 29%. The
fiscal 2008 annual effective tax rate was 29.3%.
Minority Interest
Minority interest for the three months ended May 31, 2009 was $93 million, a decrease of $46
million, or 33%, from the three months ended May 31, 2008. The decrease was due to a reduction in
the Accenture SCA Class I common shares and Accenture Canada Holdings Inc. exchangeable shares
average minority ownership interest to 17% for the three months ended May 31, 2009 from 22% for the
three months ended May 31, 2008 and a decrease in Income before minority interest of $71 million.
Earnings Per Share
Diluted earnings per share were $0.68 for the three months ended May 31, 2009, compared with
$0.74 for the three months ended May 31, 2008. The $0.06 decline in our earnings per share was
driven by the following: Decreases of $0.09 from unfavorable foreign currency exchange rates and
$0.02 from declines in revenues and operating income in local currency. These decreases were
partially offset by $0.03 from lower weighted average shares outstanding and $0.02 from a lower
effective tax rate, compared with the three months ended May 31, 2008. For information regarding
our earnings per share calculations, see Note 2 (Earnings Per Share) to our Consolidated Financial
Statements under Item 1, Financial Statements.
26
Results of Operations for the Nine Months Ended May 31, 2009 Compared to the Nine Months Ended May
31, 2008
Net revenues (by operating group, geographic region and type of work) and reimbursements were
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percent |
|
|
Increase |
|
|
Percent of Total Net Revenues for the |
|
|
|
Nine Months Ended |
|
|
Increase |
|
|
(Decrease) |
|
|
Nine Months Ended |
|
|
|
May 31, |
|
|
(Decrease) |
|
|
Local |
|
|
May 31, |
|
|
|
2009 |
|
|
2008 |
|
|
US$ |
|
|
Currency |
|
|
2009 |
|
|
2008 |
|
|
|
(in millions) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING GROUPS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Communications &
High Tech |
|
$ |
3,713 |
|
|
$ |
4,039 |
|
|
|
(8 |
)% |
|
|
(1 |
)% |
|
|
23 |
% |
|
|
23 |
% |
Financial Services |
|
|
3,306 |
|
|
|
3,756 |
|
|
|
(12 |
) |
|
|
(4 |
) |
|
|
20 |
|
|
|
22 |
|
Products |
|
|
4,244 |
|
|
|
4,523 |
|
|
|
(6 |
) |
|
|
2 |
|
|
|
26 |
|
|
|
26 |
|
Public Service |
|
|
2,208 |
|
|
|
2,140 |
|
|
|
3 |
|
|
|
10 |
|
|
|
13 |
|
|
|
12 |
|
Resources |
|
|
2,937 |
|
|
|
2,912 |
|
|
|
1 |
|
|
|
11 |
|
|
|
18 |
|
|
|
17 |
|
Other |
|
|
23 |
|
|
|
17 |
|
|
|
n/m |
|
|
|
n/m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL NET REVENUES |
|
|
16,431 |
|
|
|
17,387 |
|
|
|
(6 |
)% |
|
|
3 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reimbursements |
|
|
1,235 |
|
|
|
1,366 |
|
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL REVENUES |
|
$ |
17,666 |
|
|
$ |
18,753 |
|
|
|
(6 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GEOGRAPHIC REGIONS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
7,139 |
|
|
$ |
7,169 |
|
|
|
|
|
|
|
3 |
% |
|
|
44 |
% |
|
|
41 |
% |
EMEA |
|
|
7,629 |
|
|
|
8,706 |
|
|
|
(12 |
) |
|
|
|
|
|
|
46 |
|
|
|
50 |
|
Asia Pacific |
|
|
1,662 |
|
|
|
1,512 |
|
|
|
10 |
|
|
|
15 |
|
|
|
10 |
|
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL NET
REVENUES (1) |
|
$ |
16,431 |
|
|
$ |
17,387 |
|
|
|
(6 |
)% |
|
|
3 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TYPE OF WORK |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consulting |
|
$ |
9,642 |
|
|
$ |
10,511 |
|
|
|
(8 |
)% |
|
|
|
|
|
|
59 |
% |
|
|
60 |
% |
Outsourcing |
|
|
6,789 |
|
|
|
6,876 |
|
|
|
(1 |
) |
|
|
7 |
|
|
|
41 |
|
|
|
40 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL NET REVENUES |
|
$ |
16,431 |
|
|
$ |
17,387 |
|
|
|
(6 |
)% |
|
|
3 |
% |
|
|
100 |
% |
|
|
100 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
n/m = not meaningful |
|
(1) |
|
May not total due to rounding. |
Net Revenues
Since January 2009, our business has been affected by the continuing global economic downturn,
as many clients continue to delay new large consulting commitments, slow the pace of on-going
projects and reduce requests for incremental projects. As a result, most of our operating groups
experienced either a decline in or lower growth in consulting
revenues in local currency and most of our operating
groups experienced lower growth in outsourcing revenues in local
currency during the nine months ended May 31, 2009,
compared with the nine months ended May 31, 2008.
The following net revenues by operating group commentary discusses local currency net revenues
changes for the nine months ended May 31, 2009 compared to the nine months ended May 31, 2008:
|
|
|
Communications & High Tech net revenues decreased 1% in local currency. Consulting
revenues declined 6% in local currency due to declines across all industry groups in the
Americas and EMEA regions. These declines were partially offset by consulting growth across
all industry groups in the Asia Pacific region. Outsourcing revenues increased 6% in local
currency, primarily driven by growth across all industry groups in the Asia Pacific region and in
Electronics & High Tech and Media & Entertainment in the EMEA region. |
|
|
|
|
Financial Services net revenues decreased 4% in local currency. Consulting revenues
declined 10% in local currency, primarily due to declines in Banking in the EMEA region and,
to a lesser extent, in Insurance and Capital Markets in the Americas region. These declines
were partially offset by consulting growth in Banking in the Americas region and in Capital
Markets in the EMEA region. Outsourcing revenues increased 6% in local currency, primarily
driven by growth in Banking in the EMEA region and in Insurance in the Americas and Asia
Pacific regions, partially offset by declines in Capital Markets in the Americas region.
Client consolidations and strategy changes in the financial services industry have resulted
in a number of |
27
|
|
|
outsourcing contract terminations, which have had a negative impact on our
revenues. |
|
|
|
Products net revenues increased 2% in local currency. Consulting revenues declined 4% in
local currency, primarily due to declines in Retail in the Americas and Asia Pacific regions
and in the EMEA region in Consumer Goods & Services, Automotive and Transportation & Travel
Services. These declines were partially offset by consulting growth in Consumer Goods &
Services and Health & Life Sciences in the Americas and Asia Pacific regions and in Retail
in the EMEA region. Outsourcing revenues increased 11% in local currency, primarily driven
by growth in Consumer Goods & Services and Health & Life Sciences across all geographic
regions and in Transportation & Travel Services in the EMEA region. |
|
|
|
|
Public Service net revenues increased 10% in local currency. Consulting revenues
increased 14% in local currency, primarily driven by growth in the Americas region.
Outsourcing revenues increased 3% in local currency, primarily driven by growth in the EMEA
region, partially offset by a decline in the Americas region. |
|
|
|
|
Resources net revenues increased 11% in local currency. Consulting revenues increased 12%
in local currency, primarily driven by growth in Utilities in the EMEA region, in Natural
Resources across all geographic regions and in Energy and Chemicals in the Americas region,
partially offset by a decline in Chemicals in the EMEA region. Outsourcing revenues
increased 9% in local currency, primarily driven by growth in Utilities in the EMEA and
Americas regions. |
In the Americas region, we recorded net revenues of $7,139 million for the nine months ended
May 31, 2009, compared with $7,169 million for the nine months ended May 31, 2008, flat in U.S.
dollars and an increase of 3% in local currency. Growth in local currency was driven by strong
growth in Brazil and a moderate increase in the United States, partially offset by a decline in
Canada.
In
the EMEA region, we recorded net revenues of $7,629 million for the nine months ended May
31, 2009, compared with $8,706 million for the nine months ended May 31, 2008, a decrease of 12% in
U.S. dollars and flat in local currency. In general, growth moderated across the EMEA region,
driven by declines in local currency in the United Kingdom, Switzerland, Ireland, Spain and Sweden.
These declines were offset by strong growth in local currency in the Netherlands, Denmark, Norway
and South Africa and solid growth in Germany.
In the Asia Pacific region, we recorded net revenues of $1,662 million for the nine months
ended May 31, 2009, compared with $1,512 million for the nine months ended May 31, 2008, an
increase of 10% in U.S. dollars and 15% in local currency. Growth in local currency was principally
driven by our business in Australia, Japan and Singapore.
Operating Expenses
Operating expenses for the nine months ended May 31, 2009 were $15,441 million, a decrease of
$1,085 million, or 7%, from the nine months ended May 31, 2008, and decreased as a percentage of
revenues to 87.4% from 88.1% during this period. Operating expenses before reimbursable expenses
for the nine months ended May 31, 2009 were $14,207 million, a decrease of $954 million, or 6%,
from the nine months ended May 31, 2008, and decreased as a percentage of net revenues to 86.5%
from 87.2% during this period.
Cost of Services
Cost of services for the nine months ended May 31, 2009 was $12,485 million, a decrease of
$987 million, or 7%, from the nine months ended May 31, 2008, and decreased as a percentage of
revenues to 70.7% from 71.8% during this period. Cost of services before reimbursable expenses for
the nine months ended May 31, 2009 was $11,250 million, a decrease of $856 million, or 7%, from the
nine months ended May 31, 2008, and decreased as a percentage of Net revenues to 68.5% from 69.6%
during this period. Gross margin for the nine months ended May 31, 2009 increased to 31.5% from
30.4% over this period. The increase in gross margin was
driven by improved overall contract profitability, particularly in outsourcing, including
absorption of annual compensation increases that were effective September 1, 2008.
28
Sales and Marketing
Sales and marketing expense for the nine months ended May 31, 2009 was $1,607 million, a
decrease of $58 million, or 3%, from the nine months ended May 31, 2008, and increased as a
percentage of net revenues to 9.8% from 9.6% over this period.
General and Administrative Costs
General and administrative costs for the nine months ended May 31, 2009 were $1,356 million, a
decrease of $15 million, or 1%, from the nine months ended May 31, 2008, and increased as a
percentage of net revenues to 8.2% from 7.9% over this period. The increase as a percentage of net
revenues was primarily due to an increase in the bad debt provision of $75 million, or 0.5% of net
revenues, reflecting our best estimate of collectibility risks on outstanding receivables, in light
of the current global economic downturn.
Operating Income
and Operating Margin
Operating
income for the nine months ended May 31, 2009 was $2,224 million, a decrease of $2
million, or flat compared with the nine months ended May 31, 2008, and increased as percentage of net
revenues to 13.5% from 12.8% over this period. Operating income and operating margin for each of
the operating groups was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended May 31, |
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
|
|
|
|
Operating |
|
|
Operating |
|
|
Operating |
|
|
Operating |
|
|
Increase |
|
|
|
Income |
|
|
Margin |
|
|
Income |
|
|
Margin |
|
|
(Decrease) (1) |
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
|
|
|
|
|
Communications &
High Tech |
|
$ |
504 |
|
|
|
14 |
% |
|
$ |
474 |
|
|
|
12 |
% |
|
$ |
30 |
|
Financial Services |
|
|
388 |
|
|
|
12 |
|
|
|
512 |
|
|
|
14 |
|
|
|
(124 |
) |
Products |
|
|
594 |
|
|
|
14 |
|
|
|
634 |
|
|
|
14 |
|
|
|
(40 |
) |
Public Service |
|
|
290 |
|
|
|
13 |
|
|
|
190 |
|
|
|
9 |
|
|
|
100 |
|
Resources |
|
|
448 |
|
|
|
15 |
|
|
|
417 |
|
|
|
14 |
|
|
|
31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total (1) |
|
$ |
2,224 |
|
|
|
13.5 |
% |
|
$ |
2,227 |
|
|
|
12.8 |
% |
|
$ |
(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
May not total due to rounding. |
While we have seen our net revenues contract, due to both the current global economic downturn
and significant foreign-exchange rate fluctuations, we have improved our gross margins by focusing
on contract profitability, particularly in our outsourcing business. This improvement was partially
offset by higher selling costs as a percentage of net revenues. In addition, each operating group
recorded a portion of the $75 million bad debt provision. See General and Administrative
Costs. During the nine months ended May 31, 2009, we estimate that the aggregate percentage impact
of foreign-exchange rates on our operating income is similar to that disclosed for net revenues.
The operating group commentary below provides additional insight into operating group performance
and operating margin for the nine months ended May 31, 2009, compared to the nine months ended May
31, 2008, exclusive of foreign-exchange rate and bad debt provision impacts.
|
|
|
Communications & High Tech operating income increased due to improved outsourcing
contract margins. In addition, the nine months ended May 31, 2008 reflected the impact of
delivery inefficiencies on a small number of consulting contracts. |
|
|
|
|
Financial Services operating income decreased, primarily due to consulting revenue
declines, a lower proportion of high-margin consulting work and higher selling costs as a
percentage of net revenues, partially offset by improved outsourcing and consulting contract
margins. |
|
|
|
|
Products operating income was flat compared to fiscal 2008, as consulting revenue
declines were offset by improved outsourcing contract margins. |
|
|
|
|
Public Service operating income increased due to resolution of a contract termination and
improved delivery efficiencies compared with the nine months ended May 31, 2008 and
consulting revenue growth. |
29
|
|
|
Resources operating income increased due to strong revenue
growth and improved outsourcing and consulting contract
margins. |
Interest Income
Interest income for the nine months ended May 31, 2009 was $42 million, a decrease of $44
million, or 51%, from the nine months ended May 31, 2008. The decrease was primarily due to lower
interest rates.
Other Expense, net
Other expense, net for the nine months ended May 31, 2009 was $2 million, an increase of $2
million over the nine months ended May 31, 2008.
Provision for Income Taxes
The effective tax rates for the nine months ended May 31, 2009 and 2008 were 27.6% and 28.4%,
respectively. The effective tax rate for the nine months ended May 31, 2009 is lower than the
effective tax rate for the nine months ended May 31, 2008 primarily as a result of lower expenses
related to tax rate changes and other adjustments to prior-year tax liabilities recorded in the
nine months ended May 31, 2009 as compared with the nine months ended May 31, 2008.
Our provision for income taxes is based on many factors and subject to volatility year to
year. We expect the fiscal 2009 annual effective tax rate to be in the range of 27% to 29%. The
fiscal 2008 annual effective tax rate was 29.3%.
Minority Interest
Minority interest for the nine months ended May 31, 2009 was $297 million, a decrease of $93
million, or 24%, from the nine months ended May 31, 2008. The decrease was primarily due to a
reduction in the Accenture SCA Class I common shares and Accenture Canada Holdings Inc.
exchangeable shares average minority ownership interest to 17% for the nine months ended May 31,
2009 from 23% for the nine months ended May 31, 2008.
Earnings Per Share
Diluted earnings per share were $2.05 for the nine months ended May 31, 2009, compared with
$1.97 for the nine months ended May 31, 2008. The $0.08 increase in our earnings per share was
primarily the result of the following: Increases of $0.15 from growth in revenues and operating
income in local currency, $0.10 from lower weighted average shares outstanding and $0.02 from a
lower effective tax rate. These increases were partially offset by $0.16 from unfavorable foreign
currency exchange rates, compared with the nine months ended May 31, 2008, and $0.03 from other
items, including reorganization benefits and non operating items. For information regarding our
earnings per share calculations, see Note 2 (Earnings Per Share) to our Consolidated Financial
Statements under Item 1, Financial Statements.
30
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 other businesses or technologies; |
|
|
|
|
develop new services and solutions; |
|
|
|
|
respond to competitive pressures; or |
|
|
|
|
facilitate purchases, redemptions and exchanges of Accenture shares. |
As of May 31, 2009, cash and cash equivalents of $4 billion combined with $5 million of liquid
fixed-income securities that are classified as investments on our Consolidated Balance Sheet
totaled $4 billion, compared with $3.6 billion as of August 31, 2008, an increase of approximately
$400 million.
Cash flows from operating, investing and financing activities, as reflected in the
Consolidated Cash Flows Statements, are summarized in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended May 31, |
|
|
|
|
|
|
2009 |
|
|
2008 |
|
|
Change |
|
|
|
|
|
|
|
(in millions) |
|
|
|
|
|
Net cash provided by (used in): |
|
|
|
|
|
|
|
|
|
|
|
|
Operating
activities (1) |
|
$ |
2,113 |
|
|
$ |
1,773 |
|
|
$ |
341 |
|
Investing
activities (1) |
|
|
(150 |
) |
|
|
(198 |
) |
|
|
49 |
|
Financing
activities (1) |
|
|
(1,387 |
) |
|
|
(1,637 |
) |
|
|
250 |
|
Effect of exchange rate changes on cash
and cash equivalents |
|
|
(177 |
) |
|
|
75 |
|
|
|
(252 |
) |
|
|
|
|
|
|
|
|
|
|
Net increase
in cash and cash equivalents (1) |
|
$ |
400 |
|
|
$ |
12 |
|
|
$ |
388 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
May not total due to rounding. |
Operating
Activities. The $341 million increase in cash provided by operating activities was
primarily due to higher net income, a decrease in net client balances (receivables from clients,
current and non-current unbilled services and deferred revenues) compared with the same period in
fiscal 2008 and other changes in operating assets and liabilities. Cash used in operating
activities for the nine months ended May 31, 2008 also reflected a payment of $143 million to
settle tax audits related to reorganization liabilities.
Investing
Activities. The $49 million decrease in cash used was primarily due to a decrease in
spending on business acquisitions and lower spending on property and equipment, partially offset by
a decrease in net proceeds from maturities and sales of available-for-sale investments.
Financing Activities. The $250 million decrease in cash used was primarily due to a decrease
in net purchases of common shares, partially offset by an increase in cash dividends paid. For
additional information, see Note 8 (Material Transactions Affecting Shareholders Equity) to our
Consolidated Financial Statements under Item 1, Financial Statements.
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.
31
Borrowing Facilities
As of May 31, 2009, we had the following borrowing facilities and related borrowings,
including the issuance of letters of credit, for general working capital purposes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings |
|
|
|
|
|
|
|
Under |
|
|
|
Facility Amount |
|
|
Facilities |
|
|
|
(in millions) |
|
Syndicated loan facility |
|
$ |
1,200 |
|
|
$ |
|
|
Separate bilateral, uncommitted, unsecured
multicurrency revolving credit facilities |
|
|
350 |
|
|
|
|
|
Local guaranteed and non-guaranteed lines of credit |
|
|
162 |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,712 |
|
|
$ |
|
|
|
|
|
|
|
|
|
Under the borrowing facilities described above, we had an aggregate of $166 million of letters
of credit outstanding as of May 31, 2009. In addition, we had total outstanding debt of $2 million
as of May 31, 2009.
Share Purchases and Redemptions
The Board of Directors of Accenture Ltd has authorized funding for our publicly announced
open-market share purchase program for acquiring Accenture Ltd Class A common shares and for
purchases and redemptions of Accenture Ltd Class A common shares, 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.
Our share purchase activity during the nine months ended May 31, 2009 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accenture SCA Class I Common |
|
|
|
|
|
|
Accenture Ltd Class A |
|
|
Shares and Accenture Canada |
|
|
|
|
|
|
Common Shares |
|
|
Holdings Inc. Exchangeable Shares |
|
|
Total |
|
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
|
(in millions, except share amounts) |
|
Open-Market Share Purchases (1) |
|
|
18,128,004 |
|
|
$ |
544 |
|
|
|
|
|
|
$ |
|
|
|
|
18,128,004 |
|
|
$ |
544 |
|
Other Share Purchase Programs |
|
|
|
|
|
|
|
|
|
|
22,179,369 |
|
|
|
698 |
|
|
|
22,179,369 |
|
|
|
698 |
|
Other purchases (2) |
|
|
2,471,116 |
|
|
|
88 |
|
|
|
|
|
|
|
|
|
|
|
2,471,116 |
|
|
|
88 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
20,599,120 |
|
|
$ |
632 |
|
|
|
22,179,369 |
|
|
$ |
698 |
|
|
|
42,778,489 |
|
|
$ |
1,330 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
We conduct a publicly announced, open-market share purchase program for Accenture Ltd Class A
common shares. These shares are held as treasury shares by one or more subsidiaries of
Accenture Ltd and may be utilized to provide for select employee benefits, such as equity
awards to our employees. |
|
(2) |
|
During the nine months ended May 31, 2009, as authorized under our various employee equity
share plans, we acquired Accenture Ltd Class A common shares primarily 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. |
As of May 31, 2009, our aggregate available authorization was $1,260 million for our publicly
announced open-market share purchase program and the other share purchase programs.
Other Share Redemptions
During the nine months ended May 31, 2009, we issued 1,125,645 Accenture Ltd Class A common
shares upon redemptions of an equivalent number of Accenture SCA Class I common shares pursuant to
our registration statement on Form S-3 (the registration
statement) filed on May 15, 2007. The registration statement allows us, at our option, to
issue freely tradable Accenture Ltd Class A common shares in lieu of cash upon redemptions of
Accenture SCA Class I common shares held by our senior executives, former executives and their
permitted transferees.
32
For a complete description of all share purchase and redemption activity for the third quarter
of fiscal 2009, see Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds.
Waiver of Certain Transfer Restrictions
Accenture Ltd and Accenture SCA have enacted various waivers of certain transfer restrictions
applicable to current and former senior executives (covered persons) who hold Accenture Ltd Class
A common shares or Accenture SCA Class I common shares received at the time of the initial public
offering of Accenture Ltd Class A common shares in July 2001 (covered shares). As a result,
covered shares that would otherwise not have become available for transfer until July 24, 2009 have
become transferable by the holders on an accelerated basis.
The following table shows the total number of covered shares held by active employees and
their permitted transferees that are scheduled to be released from transfer restrictions during the
fourth quarter of fiscal 2009. This table reflects all waivers granted to date and further assumes
that any covered persons who are active employees as of May 31, 2009 remain actively employed
through June 1, 2009.
|
|
|
|
|
|
|
Total number of Accenture Ltd Class A |
|
|
common shares, Accenture SCA Class I |
|
|
common shares and Accenture Canada |
|
|
Holdings Inc. exchangeable shares that are |
|
|
scheduled to become available for transfer |
|
|
after giving effect to waivers |
|
|
(millions of shares) |
4th Quarter Fiscal 2009
|
|
|
4.0 |
|
The following table shows the total number of covered shares held by former employees and
their permitted transferees that are scheduled to be released from transfer restrictions during the
fourth quarter of fiscal 2009. This table reflects all waivers granted to date and further assumes
that no covered persons who are active employees as of May 31, 2009 retire or resign through June
1, 2009.
|
|
|
|
|
|
|
Total number of Accenture Ltd Class A |
|
|
common shares, Accenture SCA Class I |
|
|
common shares and Accenture Canada |
|
|
Holdings Inc. exchangeable shares that are |
|
|
scheduled to become available for transfer |
|
|
after giving effect to waivers |
|
|
(millions of shares) |
4th Quarter Fiscal 2009
|
|
|
14.9 |
|
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 May
31, 2009, 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 significant payments under any of the contracts
described in this paragraph. For further discussion of these transactions, see Note 11 (Commitments
and Contingencies) to our Consolidated Financial Statements under Item 1, Financial Statements.
33
Recently Adopted Accounting Pronouncements
In March 2008, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards (SFAS) 161, Disclosures about Derivative Instruments and Hedging
Activities, an amendment of FASB Statement No. 133 (SFAS 161). This Statement requires enhanced
disclosures for derivative instruments and hedging activities about (i) how and why a company uses
derivative instruments, (ii) how derivative instruments and related hedged items are accounted for
under SFAS 133, Accounting for Derivative Instruments and Hedging Activities and its related
interpretations, and (iii) how derivative instruments and related hedged items affect a companys
financial position, financial performance and cash flows. On December 1, 2008, we adopted the
provisions of SFAS 161 and it did not have a material impact on our Consolidated Financial
Statements. For additional information, see Note 9 (Derivative Financial Instruments) to our
Consolidated Financial Statements under Item 1, Financial Statements.
On September 1, 2008, we adopted the provisions of SFAS 157, Fair Value Measurements (SFAS
157), which defines fair value, establishes a framework for measuring fair value under U.S.
generally accepted accounting principles and expands disclosures about fair value measurements. In
accordance with FASB Staff Position 157-2, Effective Date of FASB Statement No. 157, we elected
to defer the adoption of the provisions of SFAS 157 for our non-financial assets and non-financial
liabilities. Such assets and liabilities, which include our Deferred contract costs, Property and
equipment, net and Goodwill, will be subject to the provisions of SFAS 157 on September 1, 2009. We
are currently assessing the potential impact the adoption of SFAS 157 for non-financial assets may
have on our Consolidated Financial Statements. For additional information, see Note 10 (Fair Value
Measurements) to our Consolidated Financial Statements under Item 1, Financial Statements.
Effective September 1, 2008, we adopted the year-end measurement date provision of SFAS 158,
Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of
FASB Statements No. 87, 106, and 132(R), using an approach generally known as the one measurement
approach. The adoption of the provision had the following impact on our Consolidated Balance
Sheet: decreased Retained earnings by $5.3 million, decreased Accumulated other comprehensive
(loss) income by $0.3 million, decreased Other non-current assets by $2.7 million and increased
Retirement obligation by $2.9 million.
New Accounting Pronouncements
In December 2007, the FASB issued SFAS 141 (revised 2007), Business Combinations (SFAS
141R), which is a revision of SFAS 141, Business Combinations. SFAS 141R establishes principles
and requirements for: recognizing and measuring the identifiable assets acquired, the liabilities
assumed and any noncontrolling interest in the acquiree; recognizing and measuring the goodwill
acquired in the business combination or a gain from a bargain purchase; expensing acquisition
related costs as incurred; and determining what information to disclose to enable users of the
financial statements to evaluate the nature and financial effects of the business combination. We
will adopt the provisions of SFAS 141R for acquisitions that occur on or after September 1, 2009.
The impact of SFAS 141R on our Consolidated Financial Statements will depend on the size and nature
of any acquisitions on or after September 1, 2009.
In December 2007, the FASB issued SFAS 160, Noncontrolling Interests in Consolidated
Financial Statementsan amendment of ARB No. 51 (SFAS 160). SFAS 160 establishes accounting and
reporting standards for the noncontrolling interest in a subsidiary (previously referred to as
minority interests). Upon adoption of SFAS 160 on September 1, 2009, we will be required to report
any noncontrolling interests as a separate component of Consolidated Shareholders Equity.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
During the nine months ended May 31, 2009, there were no material changes in our market risk
exposure. For a discussion of our market risk associated with foreign currency risk, interest rate
risk and equity price risk as of August 31, 2008, see Quantitative and Qualitative Disclosures
about Market Risk in Part II, Item 7A, of our Annual Report on Form 10-K for the year ended August
31, 2008.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
An evaluation was performed under the supervision and with the participation of our
management, including our chief executive officer and our chief financial officer, of the
effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e)
34
under the Exchange Act) as of the end of the period covered by this report.
Based on that evaluation, the chief executive officer and the chief financial officer of
Accenture Ltd have concluded that, as of the end of the period covered by this report, Accenture
Ltds disclosure controls and procedures are effective.
Changes in Internal Control Over Financial Reporting
There has been no change in Accenture Ltds internal control over financial reporting that
occurred during the third quarter of fiscal 2009 that has materially affected, or is reasonably
likely to materially affect, Accenture Ltds internal control over financial reporting.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are involved in a number of judicial and arbitration proceedings concerning matters arising
in the ordinary course of our business. We and/or our personnel also from time to time are involved
in investigations by various regulatory or legal authorities concerning matters arising in the
course of our business around the world. 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 September 2007, the State of Connecticut filed an action in State
Superior Court in Hartford against Accenture arising out of an alleged data security breach. The
action arose in connection with work we undertook for the State of Connecticuts Office of the
Comptroller (the Core-CT Project), during which Accenture properly came into the possession of
confidential information, including personally identifiable information, concerning Connecticut
citizens. The complaint alleges that some of the information was subsequently placed on a server
maintained by the State of Ohio by Accenture employees who were transferred from the Core-CT
Project to a similar project for the State of Ohio, and that a back-up tape from the Ohio server
containing some of the information was stolen in June 2007 from an Ohio state employee. The State
of Connecticut claims that Accenture breached its contract with the Connecticut Comptrollers
office and also asserts negligence and the unauthorized taking of information by Accenture. The
complaint seeks injunctive relief and damages, including restitution of some unspecified portion of
the amount paid to Accenture pursuant to the Core-CT Project contract. During the investigation of
this matter, it was discovered that confidential information belonging to several other Accenture
clients appeared on the Ohio server, and Accenture has notified the affected clients. Although
these events represent a breach of Accentures internal policies on data security, we have no
evidence that any individual has been harmed as a result. Accenture is committed to maintaining the
security of its clients data and has conducted an internal investigation to ensure the integrity
of all confidential data, including personally identifiable information, in its possession.
Accenture is continuing to take proactive remedial measures to reinforce adherence to its data
protection policies. In addition to the Connecticut suit, it is possible that other affected
parties could bring similar lawsuits or proceedings. We do not believe these matters will have a
material impact on our results of operations or financial condition.
As previously reported, in April 2007, the U.S. Department of Justice (the DOJ) intervened
in a civil qui tam action previously filed under seal by two private individuals in the U.S.
District Court for the Eastern District of Arkansas against Accenture and several of its indirect
subsidiaries. The complaint as amended alleges that, in connection with work we undertook for the
U.S. federal government, we received payments, resale revenue or other benefits as a result of, or
otherwise acted improperly in connection with, alliance agreements we maintain with technology
vendors and others in violation of our contracts with the U.S. government and/or applicable law or
regulations. Similar suits were brought against other companies in our industry. The suit alleges
that these amounts and relationships were not disclosed to the government in violation of the
Federal False Claims Act and the Anti-Kickback Act, among other statutes. The DOJ complaint seeks
various remedies including treble damages, statutory penalties and disgorgement of profits. While
the complaint does not allege damages with specificity, the amount sought by the DOJ will depend on
the theories it pursues, and could be significant. The suit could lead to other related proceedings
and actions by various agencies of the U.S. government, including potential suspension or
debarment, or criminal, proceedings. The DOJ is currently conducting an additional investigation
regarding certain of the alleged conduct and relationships at issue in the suit and we
are cooperating with the DOJ in that investigation. We intend to defend such matters vigorously and
do not believe they 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
35
SEC advised us it would be undertaking an informal investigation of this incident, and the DOJ
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 1A. RISK FACTORS
For a discussion of our potential risks and uncertainties, see the information under the
heading Risk Factors in our Annual Report on Form 10-K for the year ended August 31, 2008 and
Item 1A, Risk Factors in our Form 10-Q for the quarterly period ended November 30, 2008. Other
than as noted in our Form 10-Q for the quarterly period ended November 30, 2008, there have been no
material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended
August 31, 2008.
36
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Purchases and redemptions of Accenture Ltd Class A common shares and Class X common shares
The following table provides information relating to our purchases of Accenture Ltd Class A
common shares and redemptions of Accenture Ltd Class X common shares during the third quarter of
fiscal 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate Dollar Value |
|
|
|
|
|
|
|
|
|
|
Total Number of Shares |
|
of Shares that May Yet Be |
|
|
|
|
|
|
|
|
|
|
Purchased as Part of |
|
Purchased Under Publicly |
|
|
Total Number of Shares |
|
Average Price |
|
Publicly Announced |
|
Announced Plans or |
Period |
|
Purchased |
|
Paid per Share (1) |
|
Plans or Programs (2) |
|
Programs (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions) |
March 1, 2009 March 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A common shares |
|
|
226,397 |
|
|
$ |
27.79 |
|
|
|
200,000 |
|
|
$ |
1,529 |
|
Class X common shares |
|
|
495,295 |
|
|
$ |
0.0000225 |
|
|
|
|
|
|
|
|
|
April 1, 2009 April 30, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A common shares |
|
|
3,919,600 |
|
|
$ |
27.47 |
|
|
|
3,912,204 |
|
|
$ |
1,369 |
|
Class X common shares |
|
|
1,614,317 |
|
|
$ |
0.0000225 |
|
|
|
|
|
|
|
|
|
May 1, 2009 May 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A common shares |
|
|
176,274 |
|
|
$ |
29.62 |
|
|
|
3,600 |
|
|
$ |
1,260 |
|
Class X common shares |
|
|
3,423,667 |
|
|
$ |
0.0000225 |
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A common shares (2)(4) |
|
|
4,322,271 |
|
|
$ |
27.57 |
|
|
|
4,115,804 |
|
|
|
|
|
Class X common shares (5) |
|
|
5,533,279 |
|
|
$ |
0.0000225 |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Average price per share reflects the total cash outlay for the period, divided by the number
of shares acquired, including those acquired by purchase and any acquired by means of employee
share forfeiture. |
|
(2) |
|
Since August 2001, the Board of Directors of Accenture Ltd has authorized and periodically
confirmed a publicly announced open-market share purchase program for acquiring Accenture Ltd
Class A common shares. During the third quarter of fiscal 2009, we repurchased 4,115,804
Accenture Ltd Class A common shares under this program for an aggregate purchase price of $113
million. The open-market purchase program does not have an expiration date. |
|
(3) |
|
As of May 31, 2009, our aggregate available authorization for share purchases and redemptions
was $1,260 million, which management has the discretion to use for either our publicly
announced open-market share purchase program or the other share purchase programs. To date,
the Board of Directors of Accenture Ltd has authorized an aggregate of $11.1 billion for
purchases and redemptions of Accenture Ltd Class A common shares, Accenture SCA Class I common
shares or Accenture Canada Holdings Inc. exchangeable shares. |
|
(4) |
|
During the third quarter of fiscal 2009, we acquired 206,467 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 our various employee equity
share plans, as well as any outstanding shares forfeited by employees or former employees
during the quarter. |
|
(5) |
|
During the third quarter of fiscal 2009, we redeemed 5,533,279 Accenture Ltd Class X common
shares pursuant to our bye-laws. Accenture Ltd Class X common shares are redeemable at their
par value of $0.0000225 per share. |
37
Purchases and redemptions of Accenture SCA Class I common shares and Accenture Canada Holdings Inc.
exchangeable shares
The following table provides additional information relating to our purchases and redemptions
of Accenture SCA Class I common shares and Accenture Canada Holdings Inc. exchangeable shares
during the third quarter of fiscal 2009. We believe that the following table and footnotes provide
useful information regarding the share purchase and redemption activity of Accenture. 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 diluted earnings per share.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximate Dollar Value |
|
|
|
|
|
|
|
|
|
|
Total Number of Shares |
|
of Shares that May Yet Be |
|
|
|
|
|
|
|
|
|
|
Purchased as Part of |
|
Purchased Under Publicly |
|
|
Total Number of Shares |
|
Average Price |
|
Publicly Announced |
|
Announced Plans or |
Period |
|
Purchased (1) |
|
Paid per Share (2) |
|
Plans or Programs |
|
Programs |
Accenture SCA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 1, 2009 March 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class I common shares |
|
|
110,422 |
|
|
$ |
27.69 |
|
|
|
|
|
|
|
|
|
April 1, 2009 April 30, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class I common shares |
|
|
1,813,970 |
|
|
$ |
28.16 |
|
|
|
|
|
|
|
|
|
May 1, 2009 May 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class I common shares |
|
|
3,657,215 |
|
|
$ |
29.67 |
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class I common shares (3) |
|
|
5,581,607 |
|
|
$ |
29.14 |
|
|
|
|
|
|
|
|
|
Accenture Canada Holdings Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 1, 2009 March 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchangeable shares |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
April 1, 2009 April 30, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchangeable shares |
|
|
48,186 |
|
|
$ |
27.98 |
|
|
|
|
|
|
|
|
|
May 1, 2009 May 31, 2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchangeable shares |
|
|
10,864 |
|
|
$ |
29.60 |
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchangeable shares (3) |
|
|
59,050 |
|
|
$ |
28.28 |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
During the third quarter of fiscal 2009, we acquired a total of 5,581,607 Accenture SCA Class
I common shares and 59,050 Accenture Canada Holdings Inc. exchangeable shares from current and
former senior executives and their permitted transferees. This includes acquisitions by means
of redemption or purchase, or employee share forfeiture, as applicable. |
|
(2) |
|
Average price per share reflects the total cash outlay for the period, divided by the number
of shares acquired, including those acquired by purchase and any acquired by means of employee
share forfeiture. |
|
(3) |
|
As of May 31, 2009, our aggregate available authorization for share purchases and redemptions
was $1,260 million, which management has the discretion to use for either our publicly
announced open-market share purchase program or the other share purchase programs. To date,
the Board of Directors of Accenture Ltd has authorized an aggregate of $11.1 billion for
purchases and redemptions of Accenture Ltd Class A common shares, Accenture SCA Class I common
shares or Accenture Canada Holdings Inc. exchangeable shares. |
Purchases and redemptions of Accenture SCA Class II and Class III common shares
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 affect shares outstanding for purposes of
computing earnings per share reflected in our Consolidated Financial Statements under Item 1,
Financial Statements.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
38
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
(a) None.
(b) None.
ITEM 6. EXHIBITS
Exhibit Index:
|
|
|
Exhibit |
|
|
Number |
|
Exhibit |
3.1
|
|
Form of Bye-laws of the Registrant, effective as of February 7, 2008 (incorporated
by reference to Exhibit 3.1 to the February 29, 2008 10-Q) |
|
|
|
10.1
|
|
Form of Articles of Association of Accenture SCA, updated as of November 17, 2008
(incorporated by reference to Exhibit 10.1 to the November 30, 2008 10-Q) |
|
|
|
31.1
|
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or
15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
31.2
|
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or
15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 |
|
|
|
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 |
|
|
|
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 |
39
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date:
June 26, 2009
|
|
|
|
|
|
|
|
|
ACCENTURE LTD |
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Pamela J. Craig |
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
Pamela J. Craig |
|
|
|
|
Title:
|
|
Chief Financial Officer |
|
|
40