UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
FOR THE QUARTERLY PERIOD ENDED February 28, 2010
OR
FOR THE TRANSITION PERIOD FROM TO
Commission File Number: 001-34448
Accenture plc
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
1 Grand Canal Square,
Grand Canal Harbour,
Dublin 2, Ireland
(Address of principal executive offices)
(353) (1) 646-2000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
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). Yesþ No ¨
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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ
The number of shares of the registrant’s Class A ordinary shares, par value $0.0000225 per share, outstanding as of March 19, 2010 was 637,016,143 (which number does not include 51,957,902 issued shares held by the registrant). The number of shares of the registrant’s Class X ordinary shares, par value $0.0000225 per share, outstanding as of March 19, 2010 was 72,972,360.
ACCENTURE PLC
INDEX
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets as of February 28, 2010 (Unaudited) and August 31, 2009
Consolidated Income Statements (Unaudited) for the three and six months ended February 28, 2010 and 2009
Consolidated Cash Flows Statements (Unaudited) for the six months ended February 28, 2010 and 2009
Notes to Consolidated Financial Statements (Unaudited)
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II. Other Information
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults upon Senior Securities
Item 4. (Removed and Reserved)
Item 5. Other Information
Item 6. Exhibits
Signatures
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PART I — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
February 28, 2010 and August 31, 2009
(In thousands of U.S. dollars, except share and per share amounts)
CURRENT ASSETS:
Cash and cash equivalents
Short-term investments
Receivables from clients, net
Unbilled services, net
Deferred income taxes, net
Other current assets
Total current assets
NON-CURRENT ASSETS:
Investments
Property and equipment, net
Goodwill
Deferred contract costs
Other non-current assets
Total non-current assets
TOTAL ASSETS
CURRENT LIABILITIES:
Current portion of long-term debt and bank borrowings
Accounts payable
Deferred revenues
Accrued payroll and related benefits
Accrued consumption taxes
Income taxes payable
Other accrued liabilities
Total current liabilities
NON-CURRENT LIABILITIES:
Long-term debt
Deferred revenues relating to contract costs
Retirement obligation
Other non-current liabilities
Total non-current liabilities
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY:
Class A ordinary shares, par value $0.0000225 per share, 20,000,000,000 shares authorized, 688,706,761 and 677,019,865 shares issued as of February 28, 2010 and August 31, 2009, respectively
Class X ordinary shares, par value $0.0000225 per share, 1,000,000,000 shares authorized, 72,972,360 and 89,918,808 issued and outstanding as of February 28, 2010 and August 31, 2009, respectively
Restricted share units
Additional paid-in capital
Treasury shares, at cost, 52,125,477 and 54,063,555 shares as of February 28, 2010 and August 31, 2009, respectively
Retained earnings
Accumulated other comprehensive loss
Total Accenture plc shareholders’ equity
Noncontrolling interests
Total shareholders’ equity
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
The accompanying Notes are an integral part of these Consolidated Financial Statements.
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CONSOLIDATED INCOME STATEMENTS
Three and Six Months Ended February 28, 2010 and 2009
(Unaudited)
REVENUES:
Revenues before reimbursements (“Net revenues”)
Reimbursements
Revenues
OPERATING EXPENSES:
Cost of services:
Cost of services before reimbursable expenses
Reimbursable expenses
Cost of services
Sales and marketing
General and administrative costs
Reorganization costs (benefits), net
Total operating expenses
OPERATING INCOME
(Loss) gain on investments, net
Interest income
Interest expense
Other (expense) income, net
INCOME BEFORE INCOME TAXES
Provision for income taxes
NET INCOME
Net income attributable to noncontrolling interests in Accenture SCA and Accenture Canada Holdings Inc.
Net income attributable to noncontrolling interests – other
NET INCOME ATTRIBUTABLE TO ACCENTURE PLC
Weighted average Class A ordinary shares:
Basic
Diluted
Earnings per Class A ordinary share:
Cash dividends per share
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CONSOLIDATED CASH FLOWS STATEMENTS
Six Months Ended February 28, 2010 and 2009
(In thousands of U.S. dollars)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
Adjustments to reconcile Net income to Net cash provided by operating activities —
Depreciation, amortization and asset impairments
Share-based compensation expense
Other, net
Change in assets and liabilities, net of acquisitions —
Unbilled services, current and non-current
Other current and non-current assets
Deferred revenues, current and non-current
Income taxes payable, current and non-current
Other current and non-current liabilities
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities and sales of available-for-sale investments
Purchases of available-for-sale investments
Proceeds from sales of property and equipment
Purchases of property and equipment
Purchases of businesses and investments, net of cash acquired
Proceeds from sale of business, net of cash transferred
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of ordinary shares
Purchases of shares
Repayments of long-term debt, net
Repayments of short-term borrowings, net
Cash dividends paid
Excess tax benefits from share-based payment arrangements
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents
NET DECREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, beginning of period
CASH AND CASH EQUIVALENTS, end of period
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
1. BASIS OF PRESENTATION
The accompanying unaudited interim Consolidated Financial Statements of Accenture plc 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, 2009 included in the Company’s Annual Report on Form 10-K filed with the SEC on October 19, 2009. 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 six months ended February 28, 2010 are not necessarily indicative of the results that may be expected for the fiscal year ending August 31, 2010.
Certain prior-period amounts have been reclassified to conform to the current-period presentation. In addition, on September 1, 2009, the Company streamlined its approach to capturing time spent on business-development activities. This resulted in a greater amount of payroll costs for the Company’s client-services personnel being recorded in Sales and marketing rather than Cost of services. The Company has not reclassified fiscal 2009 amounts to conform to the fiscal 2010 presentation, as it would be impractical to do so.
The Company has evaluated events and transactions subsequent to the balance sheet date. Based on this evaluation, the Company is not aware of any events or transactions (other than those disclosed elsewhere) that occurred subsequent to the balance sheet date but prior to filing that would require recognition or disclosure in its Consolidated Financial Statements.
Allowances for Client Receivables and Unbilled Services
As of February 28, 2010 and August 31, 2009, total allowances for client receivables and unbilled services were $101,865 and $101,517, respectively.
Accumulated Depreciation
As of February 28, 2010 and August 31, 2009, total accumulated depreciation was $1,661,656 and $1,639,873, respectively.
Recently Adopted Accounting Pronouncements
On September 1, 2009, the Company adopted guidance issued by the Financial Accounting Standards Board (“FASB”) on business combinations. The guidance 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. The adoption of the guidance on business combinations did not have a material impact on the Company’s Consolidated Financial Statements.
On September 1, 2009, the Company adopted guidance issued by the FASB on noncontrolling interests, which establishes accounting and reporting standards for the noncontrolling interest in a subsidiary (previously referred to as minority interest) to be presented as a separate component in the shareholders’ equity section of the Consolidated Balance Sheet. As required, the guidance on noncontrolling interests was applied prospectively with the exception of presentation and disclosure requirements, which were applied retrospectively for all periods presented. For additional information, see Note 6 (Shareholders’ Equity) to these Consolidated Financial Statements.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
2. EARNINGS PER SHARE
Basic and diluted earnings per share are calculated as follows:
Basic Earnings per share
Net income attributable to Accenture plc
Basic weighted average Class A ordinary shares
Basic earnings per share
Diluted Earnings per share
Noncontrolling interests in Accenture SCA and Accenture Canada Holdings Inc. (1)
Net income per share calculation
Class A ordinary shares issuable upon redemption/exchange of noncontrolling interests (1)
Diluted effect of employee compensation related to Class A ordinary shares (2)
Diluted effect of employee share purchase plan related to Class A ordinary shares
Weighted average Class A ordinary shares
Diluted earnings per share
3. INCOME TAXES
Effective Tax Rate
The Company’s effective tax rates for the three months ended February 28, 2010 and 2009 were 27.8% and 28.1%, respectively. The Company’s effective tax rates for the six months ended February 28, 2010 and 2009 were 29.2% and 27.3%, respectively. The effective tax rate for the three months ended February 28, 2010 includes lower benefits related to final determinations of prior year tax liabilities as compared with the second quarter of fiscal 2009. This was offset primarily by benefits related to changes in the geographic mix of income during the second quarter of fiscal 2010. The effective tax rate for the six months ended February 28, 2010 is higher than the effective tax rate for the six months ended February 28, 2009 primarily as a result of higher benefits related to final determinations and adjustments to prior-year tax liabilities recorded during the six months ended February 28, 2009.
4. RESTRUCTURING AND REORGANIZATION COSTS, NET
Restructuring
The Company’s restructuring activity was as follows:
Restructuring liability, beginning of period
Payments made
Other (2)
Restructuring liability, end of period
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The restructuring liabilities as of February 28, 2010 were $130,016, of which $57,102 was included in Other accrued liabilities and $72,914 was included in Other non-current liabilities. The Company expects to pay the remaining workforce realignment liabilities within 12 months. The remaining space abandonment liabilities represent the net present value of estimated obligations for operating leases on abandoned office space.
Reorganization
In fiscal 2001, the Company accrued reorganization liabilities in connection with its transition to a corporate structure. These liabilities included certain non-income tax liabilities, such as stamp taxes, as well as liabilities for certain individual income tax exposures related to the transfer of interests in certain entities to the Company as part of the reorganization. These primarily represent unusual and disproportionate individual income tax exposures assumed by certain, but not all, of the Company’s shareholders and partners in certain tax jurisdictions specifically related to the transfer of their partnership interests in certain entities to the Company as part of the reorganization. (Prior to fiscal 2005, the Company referred to its highest-level employees with the “partner” title and the Company continues to use the term “partner” to refer to these persons in certain situations related to its reorganization and the period prior to its incorporation.) 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 Company’s reorganization activity is as follows:
Reorganization liability, beginning of period
Final determinations (1)
Changes in estimates
Benefits recorded
Interest expense accrued
Payments
Foreign currency translation adjustments
Reorganization liability, end of period
As of February 28, 2010, reorganization liabilities of $278,488 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 $9,630 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 authority’s 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 Company’s Consolidated Income Statement. It is possible the aggregate amount of such payments in connection with resolution of all such proceedings could exceed the currently recorded amounts. As of February 28, 2010, 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, and the Company, are engaged in disputes with tax authorities in connection with the corporate reorganization in 2001, some of which are expected to result in litigation. These individuals and the Company intend to vigorously defend their positions.
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5. BUSINESS COMBINATIONS AND GOODWILL
The changes in the carrying amount of goodwill by reportable operating segment are as follows:
Communications & High Tech
Financial Services
Health & Public Service (1)
Products (1)
Resources
Total
6. SHAREHOLDERS’ EQUITY
On September 1, 2009, all of the outstanding Class A and Class X common shares of Accenture Ltd were cancelled and Accenture plc issued Class A and Class X ordinary shares on a one-for-one basis to the holders of the cancelled Accenture Ltd Class A and Class X common shares, as applicable. As a result, Accenture SCA Class I common shares and Accenture Canada Holdings Inc. exchangeable shares, which were redeemable for, at the Company’s election, cash or Accenture Ltd Class A common shares based on the market price of the Accenture Ltd Class A common shares at the time of the redemption, are now redeemable for, at the Company’s election, cash or Accenture plc Class A ordinary shares based on the market price of the Accenture plc Class A ordinary share at the time of redemption.
Equity of Subsidiaries Redeemable or Exchangeable for Accenture plc Class A Ordinary Shares
On November 16, 2009, the shareholders of Accenture SCA approved amendments to Accenture SCA’s articles of association that reclassified all of the Class II common shares and Class III common shares (including the Class III letter shares) of Accenture SCA, which were all held by the Company, into Class I common shares. The Class I common shares into which these Class II and III common shares were reclassified have the same rights as the Class I common shares that existed prior to November 16, 2009, including being entitled to the payment of cash dividends.
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Material Transactions Affecting Shareholders’ Equity
The Company’s shareholders’ equity activity for the six months ended February 28, 2010 was as follows:
Balance as of August 31, 2009 (As reported)
Adoption of FASB guidance on noncontrolling interests (1)
Balance as of August 31, 2009 (As adjusted)
Other comprehensive income, net of tax and reclassification adjustments
Purchases of shares (2)
Share transactions related to employee share programs, net
Dividends (3)
Balance as of February 28, 2010
On September 30, 2009, the Board of Directors of Accenture plc approved $4,000,000 in additional share repurchase authority, resulting in a total outstanding authority of approximately $4,851,725. As of February 28, 2010, the Company’s aggregate available authorization was $4,061,793 for its publicly announced open-market share purchase program and the other share purchase programs.
Other Share Redemptions
During the six months ended February 28, 2010, the Company issued 1,770,602 Accenture plc Class A ordinary 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 (as amended September 1, 2009). The registration statement allows the Company, at its option, to issue freely tradable Accenture plc Class A ordinary shares in lieu of cash upon redemptions of Accenture SCA Class I common shares held by senior executives, former executives and their permitted transferees.
Subsequent Event
On March 23, 2010, the Board of Directors of Accenture plc declared a cash dividend of $0.375 per share on Accenture plc Class A ordinary shares for shareholders of record at the close of business on April 16, 2010. Accenture plc will cause Accenture SCA to declare a cash dividend of $0.375 per share on its Class I common shares for shareholders of record at the close of business on April 13, 2010. Both dividends are payable on May 14, 2010.
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Comprehensive Income
The components of comprehensive income are as follows:
Unrealized gains (losses) on cash flow hedges, net of tax
Unrealized losses on marketable securities, net
Foreign currency translation adjustments, net of tax
Defined benefit plans, net of tax
Comprehensive income attributable to Accenture plc
Comprehensive income attributable to noncontrolling interests
Total comprehensive income
Comprehensive income for the three months ended February 28, 2010 and 2009 was $358,743 and $448,007, respectively.
The activity related to the change in net unrealized gains (losses) on cash flow hedges, net of tax, in Accumulated other comprehensive loss is as follows:
Net unrealized (losses) gains on cash flow hedges, net of tax, beginning of period
Change in fair value, net of tax
Reclassification adjustments into earnings, net of tax
Net unrealized gains (losses) on cash flow hedges, net of tax, end of period
7. 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 Company’s derivative financial instruments, was approximately $26,504 as of February 28, 2010. 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 Company’s potential overall loss resulting from the insolvency of a counterparty and reduce a counterparty’s potential overall loss resulting from the insolvency of the Company. Additionally, these agreements contain early termination provisions triggered by adverse changes in a counterparty’s credit rating, thereby enabling the Company to accelerate settlement of a transaction prior to its contractual maturity and potentially decrease the Company’s realized loss on an open transaction. Similarly, a decrement in the Company’s credit rating could trigger a counterparty’s early termination rights, thereby enabling a counterparty to accelerate settlement of a transaction prior to its contractual maturity and potentially increase the Company’s realized loss on an open transaction. The aggregate fair value of the Company’s derivative instruments with credit-risk-related contingent features that are in a liability position as of February 28, 2010 was $8,681.
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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:
Foreign currency forward contracts:
To buy
To sell
Cash Flow Hedges
Certain of the Company’s subsidiaries are exposed to currency risk through their use of resources supplied by the Company’s 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. As of February 28, 2010, the Company held no derivatives that were designated as fair value or net investment hedges.
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 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 six months ended February 28, 2010 were gains of $3,052 and $3,470, respectively, net of taxes. The ineffective portion of the change in fair value of a cash flow hedge is recognized immediately in Other expense, net in the Consolidated Income Statement and for the three and six months ended was not material. As of February 28, 2010, gains related to derivatives designated as cash flow hedges and recorded in Accumulated other comprehensive loss totaled $12,533 net of taxes, of which $9,626 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 six months ended February 28, 2010.
The fair values of derivative instruments designated as cash flow hedges are recorded in the Consolidated Balance Sheet as follows:
Assets
Liabilities
Other Derivatives
The Company also uses foreign currency forward exchange contracts, which have not been designated as hedges, 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 (expense) income, net in the Consolidated Income Statement and was a net loss of $(34,544) and net gain of $38,949, respectively, for the three and six months ended February 28, 2010.
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The fair values of other derivative instruments are recorded in the Consolidated Balance Sheet as follows:
For additional information related to derivative financial instruments, see Note 6 (Shareholders’ Equity) and Note 8 (Fair Value Measurements) to these Consolidated Financial Statements.
8. FAIR VALUE MEASUREMENTS
The Company’s financial assets and liabilities measured at fair value on a recurring basis as of February 28, 2010 are as follows:
Derivative financial instruments
9. COMMITMENTS AND CONTINGENCIES
Commitments
The Company has the right to purchase or may be required to purchase substantially all of the remaining outstanding shares of Avanade not owned by the Company 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, would require Avanade to redeem shares of its stock at fair value. As of February 28, 2010 and August 31, 2009, the Company has reflected the fair value of $91,328 and $87,578, respectively, related to Avanade’s redeemable common stock and the intrinsic value of the options on redeemable common stock in Other accrued liabilities on the Consolidated Balance Sheets.
Indemnifications and Guarantees
In the normal course of business and in conjunction with certain client engagements, the Company has entered into contractual arrangements through which it may be obligated to indemnify clients with respect to certain matters. These arrangements with clients can include provisions whereby the Company has joint and several liability in relation to the performance of certain contractual obligations along with third parties also providing services and products for a specific project. Indemnification provisions are also included in arrangements under which the Company agrees to hold the indemnified party harmless with respect to third party claims related to such matters as title to assets sold or licensed or certain intellectual property rights.
Typically, the Company has contractual recourse against third parties for certain payments made by the Company in connection with arrangements where third party nonperformance has given rise to the client’s claim. Payments by the Company under any of the arrangements described above are generally conditioned on the client making a claim which may be disputed by the Company typically under dispute resolution procedures specified in the particular arrangement. The limitations of liability under these arrangements may be expressly limited or may not be expressly specified in terms of time and/or amount.
As of February 28, 2010 and August 31, 2009, the Company’s aggregate potential liability to its clients for expressly limited guarantees involving the performance of third parties was approximately $500,000 and $508,000, respectively, of which all but approximately $21,000 and $24,000, respectively, may be recovered from the other third parties if the Company is obligated to
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make payments to the indemnified parties that are the consequence of a performance default by the other third parties. For arrangements with unspecified limitations, the Company cannot reasonably estimate the aggregate maximum potential liability, as it is inherently difficult to predict the maximum potential amount of such payments, due to the conditional nature and unique facts of each particular arrangement.
To date, the Company has not been required to make any significant payment under any of the arrangements described above. The Company has assessed the current status of performance/payment risk related to arrangements with limited guarantees, unspecified limitations and/or indemnification provisions and believes that any potential payments would be immaterial to the Consolidated Financial Statements, as a whole.
Legal Contingencies
As of February 28, 2010, 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 Company’s results of operations or financial condition.
10. SEGMENT REPORTING
The Company’s reportable operating segments are the five operating groups, which are Communications & High Tech, Financial Services, Health & Public Service, Products and Resources. Information regarding the Company’s reportable operating segments is as follows:
Other
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with our 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, 2009, and with the information under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended August 31, 2009.
We use the terms “Accenture,” “we,” “our Company,” “our” and “us” in this report to refer to Accenture plc 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 2009” means the 12-month period that ended on August 31, 2009. All references to quarters, unless otherwise noted, refer to the quarters of our fiscal year.
We use the term “in local currency” so that certain financial results may be viewed without the impact of foreign currency exchange rate fluctuations, thereby facilitating period-to-period comparisons of business performance. Financial results “in local currency” are calculated by restating current period activity into U.S. dollars using the comparable prior year period’s foreign currency exchange rates. This approach is used for all results where the functional currency is not the U.S. dollar.
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.
Our results of operations could be adversely affected if our clients terminate their contracts with us.
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 a favorable utilization rate.
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.
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.
We could have liability or our reputation could be damaged if we do not protect client data or information systems or if our information systems are breached.
Our profitability could suffer if we are not able to control our costs.
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If we are unable to keep our supply of skills and resources in balance with client demand, our business and financial results may be adversely affected.
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.
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.
Legislative or regulatory action could materially and adversely affect us.
We may be subject to criticism and negative publicity related to our incorporation in Ireland.
If we are unable to manage the organizational challenges associated with our size, we might be unable to achieve our business objectives.
We may not be successful at identifying, acquiring or integrating other businesses or technologies.
Consolidation in the industries that we serve could adversely affect our business.
Our ability to attract and retain business may depend on our reputation in the marketplace.
Our share price has fluctuated in the past and could continue to fluctuate, including in response to variability in revenues, operating results and profitability, and as a result our share price could be difficult to predict.
Our share price could be adversely affected if we are unable to maintain effective internal controls.
We are incorporated in Ireland 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.
Irish law differs from the laws in effect in the United States and might afford less protection to shareholders.
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, 2009 and Item 1A, “Risk Factors” in this Form 10-Q. We undertake no obligation to update or revise any forward-looking statements.
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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.
In the first half of fiscal 2010, many of the industries and geographies where we operate continued to be impacted by the economic downturn that began to impact our business in January 2009. Some clients continued to remain cautious in terms of initiating new projects, which impacted revenues in our consulting and outsourcing businesses. These demand patterns had an adverse effect on revenues growth, compared with the first half of fiscal 2009. Looking forward, based on current demand and new contract bookings recorded in the second quarter of fiscal 2010, we expect growth to return in some areas of our business. We anticipate that the level of growth and degree of recovery will vary across our segments and between consulting and outsourcing services.
Revenues before reimbursements (“net revenues”) for the second quarter of fiscal 2010 were $5.18 billion, compared with $5.27 billion for the second quarter of fiscal 2009, a decrease of 2% in U.S. dollars and 8% in local currency. Net revenues for the six months ended February 28, 2010 were $10.56 billion, compared with $11.29 billion for the six months ended February 28, 2009, a decrease of 6% in U.S. dollars and 10% in local currency.
In our consulting business, net revenues for the second quarter of fiscal 2010 were $2.93 billion, compared with $3.03 billion for the second quarter of fiscal 2009, a decrease of 3% in U.S. dollars and 9% in local currency. Consulting net revenues for the six months ended February 28, 2010 were $6.05 billion, compared with $6.69 billion for the six months ended February 28, 2009, a decrease of 9% in U.S. dollars and 13% in local currency. The year-over-year contraction in our consulting revenues continues to reflect the impact of lower client demand for our consulting services that began in fiscal 2009. We continue to work with our clients to reduce their costs through increased use of lower-cost resources in our Global Delivery Network. This is resulting in work volume growing faster than revenues, a trend we expect to continue in the medium term. Some clients continue to focus on initiatives designed to deliver near- and medium-term cost savings and performance improvement, and some clients remain cautious, seeking flexibility by shifting to a more phased approach to contracting work. In addition, the pricing environment continues to remain competitive; however, there are signs of stabilization in some areas of our business. Although the changes and challenges in the last year have been significant, market demand has continued to improve in our consulting business. In the second quarter of fiscal 2010, and for the first time since the economic downturn began to adversely affect our business in the second quarter of fiscal 2009, the year-over-year decline in our consulting net revenues moderated, decreasing year over year in local currency at a rate lower than the year-over-year decline in the prior quarter.
In our outsourcing business, net revenues for the second quarter of fiscal 2010 were $2.24 billion, flat in U.S. dollars and a decrease of 6% in local currency, compared with the second quarter of fiscal 2009. Outsourcing net revenues for the six months ended February 28, 2010 were $4.51 billion, compared with $4.60 billion for the six months ended February 28, 2009, a decrease of 2% in U.S. dollars and 5% in local currency. The higher volume of contract terminations and restructurings that affected our business after the first quarter of fiscal 2009 continued to adversely impact our outsourcing revenue growth in the first half of fiscal 2010, primarily in Financial Services, and to a lesser extent in Communications & High Tech and Resources. In addition, our outsourcing revenues continued to be affected by our clients’ needs to reduce overall costs through shifting to lower-cost resources at reduced price levels; fewer scope expansions on existing contracts; and contracts operating at lower volume levels.
As we are a global company, our revenues are denominated in multiple currencies and may be significantly affected by currency exchange-rate fluctuations. If the U.S. dollar weakens against other currencies, resulting in favorable currency translation, our revenues and revenue growth in U.S. dollars may be higher. If the U.S. dollar strengthens against other currencies, resulting in unfavorable currency translation, our revenues and revenue growth in U.S. dollars may be lower. In the first half of fiscal 2010, the U.S. dollar weakened against many currencies and resulted in a favorable currency translation and U.S. dollar revenue results that were approximately 6% and 4% better than our results in local currency for the second quarter of fiscal 2010 and the six months ended February 28, 2010, respectively. Assuming that exchange rates stay within recent ranges for the remainder of fiscal 2010, we estimate the foreign-exchange impact on our full fiscal 2010 revenue growth will be approximately 3% higher growth in U.S. dollars, compared with our growth in local currency.
The primary categories of operating expenses include cost of services, sales and marketing and general and administrative costs. Cost of services is primarily driven by the cost of client-service personnel, which consists mainly of compensation, sub-contractor and other personnel costs, and non-payroll outsourcing costs. Cost of services as a percentage of revenues is driven by the prices we obtain for our solutions and services, the utilization of our client-service personnel and the level of non-payroll costs associated with the growth of new outsourcing contracts. Utilization represents the percentage of our consulting professionals’ time spent on billable work. Utilization for the second quarter of fiscal 2010 was approximately 88%, flat with the first quarter of fiscal 2010 and above our target range. This strong utilization continues to reflect increased demand for resources in our Global Delivery Network as well as an increase in demand in certain countries, including the United States. We are actively hiring to meet current and future demand. Utilization for the second quarter of fiscal 2009 was approximately 83%. Sales and marketing expense is driven primarily by
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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 lower than levels in prior-year periods.
Gross margin (Net revenues less Cost of services before reimbursable expenses as a percentage of Net revenues) for the second quarter of fiscal 2010 was 32.7%, compared with 30.8% for the second quarter of fiscal 2009. Gross margin for the six months ended February 28, 2010 was 32.9%, compared with 31.1% for the six months ended February 28, 2009. As discussed more fully below, the primary driver for the increase in gross margin in the first half of fiscal 2010 was a change related to the implementation of our sales-effectiveness model, which directed a higher percentage of resource capacity to selling and other business-development activities and streamlined our approach to capturing time spent on business-development activities.
Our cost-management strategies include anticipating changes in demand for our services and executing cost-management initiatives. 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. Based on current and projected future demand, we increased our headcount to approximately 181,000 as of February 28, 2010, compared with approximately 177,000 as of August 31, 2009. Annualized attrition, excluding involuntary terminations, for the second quarter of fiscal 2010 was 15%, compared with 12% in the first quarter of fiscal 2010 and 9% in the second quarter of fiscal 2009. We adjust levels of new hiring, evaluate voluntary attrition and use involuntary terminations as means to keep our supply of skills and resources in balance with client demand. Our ability to grow and our margins could be adversely affected if we are unable to recruit new employees with relevant skills, manage attrition, 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 were 20.0% for the second quarter of fiscal 2010, compared with 18.2% for the second quarter of fiscal 2009. Sales and marketing and general and administrative costs as a percentage of net revenues were 19.6% for six months ended February 28, 2010, compared with 18.0% for the six months ended February 28, 2009. In the first half of fiscal 2010, we directed a higher percentage of resource capacity to selling and other business-development activities and we streamlined our approach to capturing time spent on business-development activities. The combination of these two factors has resulted in a greater amount of payroll costs for our client-services personnel being directed to sales and marketing rather than to other activities, which are typically captured in cost of services. We have not reclassified fiscal 2009 amounts to conform to the fiscal 2010 presentation, as it would be impractical to do so. This increase in sales and marketing was partially offset by a decrease in general and administrative costs as a percentage of net revenues, primarily due to expense savings resulting from the global consolidation of office space in fiscal 2009. In addition, in the first quarter of fiscal 2009, we recorded a bad debt provision of $72 million, which reflected our best estimate of collectibility risks on outstanding receivables, particularly from clients in high-risk industries or with potential liquidity issues.
Operating income for the second quarter of fiscal 2010 was $651 million, compared with $677 million for the second quarter of fiscal 2009. Operating income for the six months ended February 28, 2010 was $1,397 million, compared with $1,492 million for the six months ended February 28, 2009. Operating margin (Operating income as a percentage of Net revenues) for the second quarter of fiscal 2010 was 12.6%, compared with 12.9% for the second quarter of fiscal 2009. Operating margin for the six months ended February 28, 2010 was 13.2%, flat compared with the six months ended February 28, 2009.
Our Operating income and Earnings per share are also affected by currency exchange-rate fluctuations on revenues and costs. 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.
Bookings and Backlog
New contract bookings for the second quarter of fiscal 2010 were $6.52 billion, with consulting bookings of $3.39 billion and outsourcing bookings of $3.13 billion. New contract bookings for the six months ended February 28, 2010 were $12.05 billion, with consulting bookings of $6.90 billion and outsourcing bookings of $5.15 billion.
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 in part on the timing of the signing of a small number of large outsourcing contracts. Information regarding our new bookings is not comparable to, nor should it be substituted for, an analysis of our revenues over time. There are no third-party standards or requirements governing the calculation of bookings. New contract bookings involve estimates and judgments regarding new contracts as well as renewals, extensions and changes to existing contracts. We do not update our new bookings for material subsequent terminations or reductions related to bookings originally recorded in prior fiscal years. New contract bookings are recorded using then-existing currency exchange rates and are not subsequently adjusted for currency fluctuations.
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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.
Revenues by Segment/Operating Group
Our five reportable operating segments are our operating groups, which are Communications & High Tech, Financial Services, Health & Public Service (formed on September 1, 2009, by combining various healthcare-related components of our Products operating group with our Public Service operating group), Products 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.
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Results of Operations for the Three Months Ended February 28, 2010 Compared to the Three Months Ended February 28, 2009
Net revenues (by operating group, geographic region and type of work) and reimbursements were as follows:
OPERATING GROUPS
TOTAL NET REVENUES (2)
TOTAL REVENUES (2)
GEOGRAPHIC REGIONS
Americas
EMEA (3)
Asia Pacific
TOTAL NET REVENUES
TYPE OF WORK
Consulting
Outsourcing
n/m = not meaningful
Net Revenues
Consulting net revenues for the second quarter of fiscal 2010 declined 9% in local currency compared to the second quarter of fiscal 2009. However, during the second quarter of fiscal 2010, the decline in our consulting net revenues moderated in our Communications & High Tech, Products and Resources operating groups, decreasing year over year in local currency at a rate lower than the year-over-year decrease in the first quarter of fiscal 2010, and our Financial Services operating group consulting net revenues increased year over year in local currency. Outsourcing net revenues for the second quarter of fiscal 2010 declined 6% in local currency compared to the second quarter of fiscal 2009.
Operating Groups
Communications & High Tech net revenues decreased 13% in local currency. Consulting revenues declined significantly in local currency, primarily due to declines across all industry groups in the EMEA and Asia Pacific regions. Outsourcing revenues declined in local currency, primarily due to declines in Communications in the Americas and EMEA regions, partially offset by growth in Electronics & High Tech in the Americas and Asia Pacific regions. The consulting revenues decline, which moderated in the second quarter of fiscal 2010 compared with the first quarter of fiscal 2010, reflected some clients continuing to seek flexibility by shifting to a more phased approach to contracting work and focusing on managing the scope of existing projects. Also, client strategy changes which began in fiscal 2009, particularly in Communications, resulted in a number of contract modifications, which had a negative impact on revenues in the second quarter of fiscal 2010 and is expected to continue to have a negative impact on our revenue growth in the near term.
Financial Services net revenues decreased 4% in local currency. Consulting revenues increased in local currency, primarily driven by growth across all geographic regions in Banking and Capital Markets, partially offset by a decline in the Americas region in Insurance. Outsourcing revenues declined significantly in local currency, primarily due to declines in the EMEA and Americas regions in Banking, partially offset by growth in the EMEA region in Insurance. Client
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consolidations and strategy changes that resulted in contract terminations in fiscal 2009 continued to have a negative impact on our outsourcing revenues in the second quarter of fiscal 2010, and we expect this trend to continue in the near term.
Health & Public Service net revenues decreased 7% in local currency. Consulting revenues declined significantly in local currency, primarily due to the impact of inefficient delivery on a contract in Public Service in the Americas region. In addition, we experienced consulting declines in the Americas and EMEA regions in Health, partially offset by growth in the EMEA region in Public Service. Outsourcing revenues increased slightly in local currency, primarily driven by growth in the Americas region in Health, partially offset by a decline in the Americas region in Public Service. In addition, the growing uncertainty and challenges in the public sector in the United States and around the globe has begun to have a significant impact on demand in our public service business throughout the world. The uncertainty of the economic situation is resulting in longer sales cycles and a shift to a more phased approach to contracting work, with a focus on near-term cost savings, rather than large transformational projects. These trends had a negative impact on our revenues and new contract bookings in the first half of fiscal 2010, and we expect this trend to continue.
Products net revenues decreased 5% in local currency. Consulting revenues declined significantly in local currency, primarily due to declines in the EMEA region across all industry groups and in the Americas region across all industry groups except Consumer Goods & Services, which experienced strong growth. The consulting revenues decline, which moderated significantly in the second quarter of fiscal 2010 compared with the first quarter of fiscal 2010, reflected the continuation of the more conservative spending patterns of our clients which began in the second quarter of fiscal 2009. Outsourcing revenues increased slightly in local currency, primarily driven by growth in all industry groups in the EMEA region except Consumer Goods & Services, and in all industry groups in the Americas region except Retail.
Resources net revenues decreased 10% in local currency. Consulting revenues declined significantly in local currency, primarily due to declines in Utilities across all geographic regions and in Chemicals and Energy in the EMEA region, partially offset by strong growth in Natural Resources in the Asia Pacific region. Consulting revenues were impacted by our clients’ continued caution in launching new programs as well as their focus on slowing the pace of existing projects. Outsourcing revenues declined modestly in local currency, primarily due to fiscal 2009 contract restructurings in Utilities in the Americas and EMEA regions.
Geographic Regions
In the Americas region, net revenues for the second quarter of fiscal 2010 were $2,203 million, compared with $2,298 million for the second quarter of fiscal 2009, a decrease of 4% in U.S. dollars and 7% in local currency. In general, we experienced declines in local currency across most countries in the Americas region, led by a decrease in the United States.
In the EMEA region, net revenues for the second quarter of fiscal 2010 were $2,386 million, compared with $2,415 million for the second quarter of fiscal 2009, a decrease of 1% in U.S. dollars and 9% in local currency. In general, we experienced declines in local currency across most countries in the EMEA region, led by decreases in the Netherlands, Germany, United Kingdom, Italy and Spain.
In the Asia Pacific region, net revenues for the second quarter of fiscal 2010 were $587 million, compared with $553 million for the second quarter of fiscal 2009, an increase of 6% in U.S. dollars and a decrease of 4% in local currency. We experienced declines in local currency in Japan and Australia, partially offset by growth in Malaysia and Singapore.
Operating Expenses
Operating expenses for the second quarter of fiscal 2010 were $4,887 million, a decrease of $93 million, or 2%, from the second quarter of fiscal 2009, and increased as a percentage of revenues to 88.2% from 88.0% over this period. Operating expenses before reimbursable expenses for the second quarter of fiscal 2010 were $4,525 million, a decrease of $63 million, or 1%, from the second quarter of fiscal 2009, and increased as a percentage of net revenues to 87.4% from 87.1% over this period.
Cost of Services
Cost of services for the second quarter of fiscal 2010 was $3,847 million, a decrease of $188 million, or 5%, from the second quarter of fiscal 2009, and decreased as a percentage of revenues to 69.5% from 71.3% during this period. Cost of services before reimbursable expenses for the second quarter of fiscal 2010 was $3,486 million, a decrease of $158 million, or 4%, from the second quarter of fiscal 2009, and decreased as a percentage of net revenues to 67.3% from 69.2% during this period. Gross margin for the second quarter of fiscal 2010 increased to 32.7% from 30.8% over this period. For additional information on Gross margin, see “—Overview.”
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Sales and Marketing
Sales and marketing expense for the second quarter of fiscal 2010 was $623 million, an increase of $104 million, or 20%, over the second quarter of fiscal 2009, and increased as a percentage of net revenues to 12.0% from 9.9% over this period. This increase was primarily driven by increased selling and other business-development activities. See “—Overview.”
General and Administrative Costs
General and administrative costs for the second quarter of fiscal 2010 were $413 million, a decrease of $25 million, or 6%, from the second quarter of fiscal 2009, and decreased as a percentage of net revenues to 8.0% from 8.3% during this period. The decrease as a percentage of net revenues was primarily due to expense savings resulting from the global consolidation of office space in fiscal 2009.
Operating Income and Operating Margin
Operating income for the second quarter of fiscal 2010 was $651 million, a decrease of $26 million, or 4%, from the second quarter of fiscal 2009, and decreased as percentage of net revenues to 12.6% from 12.9% during this period. Operating income and operating margin for each of the operating groups were as follows:
The contraction in our revenues due to the global economic downturn has resulted in lower operating income during the second quarter of fiscal 2010 compared with the second quarter of fiscal 2009 across most of our operating groups. The commentary below provides additional insight into operating group performance and operating margin for the second quarter of fiscal 2010 compared with the second quarter of fiscal 2009.
Communications & High Tech operating income decreased primarily due to revenue declines as well as higher selling costs as a percentage of net revenues, offset by improved outsourcing contract margins.
Financial Services operating income increased, primarily due to consulting revenue growth, improved contract profitability and improved utilization, partially offset by outsourcing revenue declines.
Health & Public Service operating income decreased, primarily due to inefficient delivery on a consulting contract and higher selling costs as a percentage of net revenues, partially offset by higher outsourcing revenues. In addition, results in the second quarter of fiscal 2009 were favorably impacted by resolution of a contract termination.
Products operating income was relatively flat compared with fiscal 2009.
Resources operating income was relatively flat compared with fiscal 2009.
Interest Income
Interest income for the second quarter of fiscal 2010 was $7 million, a decrease of $4 million, or 37%, from the second quarter of fiscal 2009. The decrease was primarily due to lower interest rates.
Other Expense, net
Other expense, net for the second quarter of fiscal 2010 was $14 million, a decrease of $27 million from the second quarter of fiscal 2009. The change was driven by net foreign exchange losses during the second quarter of fiscal 2010, compared with net foreign exchange gains during the second quarter of fiscal 2009.
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Provision for Income Taxes
The effective tax rate for the second quarter of fiscal 2010 was 27.8%, compared with 28.1% for the second quarter of fiscal 2009. The effective tax rate for the second quarter of fiscal 2010 includes lower benefits related to final determinations of prior year tax liabilities as compared with the second quarter of fiscal 2009, offset primarily by benefits related to changes in the geographic mix of income during the second quarter of fiscal 2010.
Our provision for income taxes is based on many factors and subject to volatility year to year. We expect the fiscal 2010 annual effective tax rate to be in the range of 30% to 32%. The fiscal 2009 annual effective tax rate was 27.6%.
Net Income Attributable to Noncontrolling Interests
Net income attributable to noncontrolling interests for the second quarter of fiscal 2010 was $62 million, a decrease of $29 million, or 32%, from the second quarter of fiscal 2009. The decrease was due to a reduction in the Accenture SCA Class I common shares and Accenture Canada Holdings Inc. exchangeable shares average noncontrolling ownership interest to 13% for the second quarter of fiscal 2010 from 18% for the second quarter of fiscal 2009.
Earnings Per Share
Diluted earnings per share were $0.60 for the second quarter of fiscal 2010, compared with $0.63 for the second quarter of fiscal 2009. The $0.03 decrease in our earnings per share was primarily due to decreases of $0.05 from lower revenues and operating results in local currency, $0.03 from lower non-operating income and $0.01 related to reorganization benefits recorded in fiscal 2009. These decreases were partially offset by increases of $0.02 from lower weighted average shares outstanding and $0.04 from favorable foreign currency exchange rates, compared with the second quarter of fiscal 2009. For information regarding our earnings per share calculations, see Note 2 (Earnings Per Share) to our Consolidated Financial Statements under Item 1, “Financial Statements.”
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Results of Operations for the Six Months Ended February 28, 2010 Compared to the Six Months Ended February 28, 2009
TOTAL REVENUES
EMEA
Consulting net revenues for the six months ended February 28, 2010 declined 13% in local currency compared with the six months ended February 28, 2009. However, during the second quarter of fiscal 2010, the decline in our consulting net revenues moderated in our Communications & High Tech, Products and Resources operating groups, decreasing year over year in local currency at a rate lower than the year-over-year decrease in the first quarter of fiscal 2010, and our Financial Services operating group consulting net revenues increased year over year in local currency. Outsourcing net revenues for the six months ended February 28, 2010 declined 5% in local currency compared with the six months ended February 28, 2009.
Communications & High Tech net revenues decreased 15% in local currency. Consulting revenues declined significantly in local currency due to declines across all industry groups in all geographic regions. Outsourcing revenue declined in local currency, primarily due to a decline in Communications in the Americas and EMEA regions, partially offset by growth in Electronics & High Tech in the Americas and Asia Pacific regions and in Media & Entertainment in the Americas and EMEA regions. The consulting revenues decline, which moderated in the second quarter of fiscal 2010 compared with the first quarter of fiscal 2010, reflected some clients continuing to seek flexibility by shifting to a more phased approach to contracting work and focusing on managing the scope of existing projects. Also, client strategy changes which began in fiscal 2009, particularly in Communications, resulted in a number of contract modifications, which had a negative impact on revenues in the first half of fiscal 2010 and is expected to continue to have a negative impact on our revenue growth in the near term.
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Financial Services net revenues decreased 8% in local currency. Consulting revenues declined slightly in local currency, primarily due to declines in the EMEA region in Banking and Insurance and in the Americas region in Capital Markets and Insurance. These declines were partially offset by growth in the EMEA region in Capital Markets and in the Americas region in Banking. Outsourcing revenues declined significantly in local currency, primarily due to declines in the EMEA and Americas regions in Banking and Capital Markets. Client consolidations and strategy changes that resulted in contract terminations in fiscal 2009 continued to have a negative impact on our outsourcing revenues in the first half of fiscal 2010, and we expect this trend to continue in the near term.
Health & Public Service net revenues declined 4% in local currency. Consulting revenues declined in local currency, primarily due to the impact of inefficient delivery on a contract in Public Service in the Americas region. In addition, we experienced a consulting decline in Health across all geographic regions, partially offset by growth in the EMEA region in Public Service. Outsourcing revenues increased slightly in local currency, primarily driven by growth in the Americas region in Health, partially offset by a decline in the Americas region in Public Service. In addition, the growing uncertainty and challenges in the public sector in the United States and around the globe has begun to have a significant impact on demand in our public service business throughout the world. The uncertainty of the economic situation is resulting in longer sales cycles and a shift to a more phased approach to contracting work, with a focus on near-term cost savings, rather than large transformational projects. These trends had a negative impact on our revenues and new contract bookings in the first half of fiscal 2010, and we expect this trend to continue.
Products net revenues decreased 10% in local currency. Consulting revenues declined significantly in local currency, primarily due to declines in the EMEA and Americas regions across all industry groups except Consumer Goods & Services in the Americas region, which experienced strong growth. The consulting revenues decline, which moderated significantly in the second quarter of fiscal 2010 compared with the first quarter of fiscal 2010, reflected the continuation of the more conservative spending patterns of our clients which began in the second quarter of fiscal 2009. In addition, consulting revenues were negatively impacted by a significant reduction in revenues in the first quarter of fiscal 2010 at two large clients as a result of completing several large projects and transitioning from front-end consulting to outsourcing services. Outsourcing revenues increased modestly in local currency, primarily driven by growth in the EMEA and Americas regions across all industry groups except Retail in the Americas region.
Resources net revenues decreased 11% in local currency. Consulting revenues declined significantly in local currency, primarily due to declines across all geographic regions in all industry groups except in the Americas region in Energy and in Asia Pacific in Natural Resources. Consulting revenues were impacted by our clients’ continued caution in launching new programs as well as their focus on slowing the pace of existing projects. Outsourcing revenues declined slightly in local currency, primarily due to contracts operating at lower volume levels in Chemicals in the Americas region and fiscal 2009 contract restructurings in Utilities in the Americas and EMEA regions, offset by growth in Natural Resources in the Asia Pacific region.
In the Americas region, net revenues for the six months ended February 28, 2010 were $4,432 million, compared with $4,875 million for the six months ended February 28, 2009, a decrease of 9% in U.S. dollars and 11% in local currency. In general, we experienced declines in local currency across most countries in the Americas region, led by decreases in the United States and Brazil.
In the EMEA region, net revenues for the six months ended February 28, 2010 were $4,937 million, compared with $5,288 million for the six months ended February 28, 2009, a decrease of 7% in U.S. dollars and 11% in local currency. In general, we experienced declines in local currency across most countries in the EMEA region, led by decreases in Spain, Italy, the Netherlands, Germany, the United Kingdom and France.
In the Asia Pacific region, net revenues for the six months ended February 28, 2010 were $1,190 million, compared with $1,123 million for the six months ended February 28, 2009, an increase of 6% in U.S. dollars and a decrease of 3% in local currency. We experienced declines in local currency in Japan and Australia, partially offset by strong growth in Singapore and Malaysia.
Operating expenses for the six months ended February 28, 2010 were $9,888 million, a decrease of $748 million, or 7%, from the six months ended February 28, 2009, and decreased as a percentage of revenues to 87.6% from 87.7% during this period. Operating expenses before reimbursable expenses for the six months ended February 28, 2010 were $9,162 million, a decrease of $632 million, or 6%, from the six months ended February 28, 2009 and remained flat as a percentage of net revenues at 86.8% during this period.
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Cost of services for the six months ended February 28, 2010 was $7,811 million, a decrease of $807 million, or 9%, from the six months ended February 28, 2009, and decreased as a percentage of revenues to 69.2% from 71.1% during this period. Cost of services before reimbursable expenses for the six months ended February 28, 2010 was $7,085 million, a decrease of $691 million, or 9%, from the six months ended February 28, 2009, and decreased as a percentage of net revenues to 67.1% from 68.9% during this period. Gross margin for the six months ended February 28, 2010 increased to 32.9% from 31.1% over this period. For additional information on Gross margin, see “—Overview.”
Sales and marketing expense for the six months ended February 28, 2010 was $1,245 million, an increase of $163 million, or 15%, over the six months ended February 28, 2009, and increased as a percentage of net revenues to 11.8% from 9.6% over this period. This increase was primarily driven by increased selling and other business-development activities. See “—Overview.”
General and administrative costs for the six months ended February 28, 2010 were $825 million, a decrease of $120 million, or 13%, from the six months ended February 28, 2009, and decreased as a percentage of net revenues to 7.8% from 8.4% during this period. This decrease was primarily due to the bad debt provision of $72 million recorded in the first quarter of fiscal 2009, as well as expense savings resulting from the global consolidation of office space in fiscal 2009.
Operating income for the six months ended February 28, 2010 was $1,397 million, a decrease of $95 million, or 6%, from the six months ended February 28, 2009, and remained flat as percentage of net revenues at 13.2% during this period. Operating income and operating margin for each of the operating groups were as follows:
The contraction in our revenues due to the global economic downturn has resulted in lower operating income during the six months ended February 28, 2010, compared with the six months ended February 28, 2009. In addition, during the six months ended February 28, 2009, each operating group recorded a portion of the $72 million bad debt provision. The commentary below provides additional insight into operating group performance and operating margin for the six months ended February 28, 2010 compared with the six months ended February 28, 2009, exclusive of this impact.
Communications & High Tech operating income decreased, primarily due to revenue declines and higher selling costs as a percentage of net revenues, offset by improved outsourcing contract margins.
Financial Services operating income increased, primarily due to improved contract profitability and improved utilization, partially offset by outsourcing revenue declines.
Health & Public Service operating income decreased, primarily due to inefficient delivery on a consulting contract and higher selling costs as a percentage of net revenues, partially offset by higher outsourcing revenues. In addition, results in the second quarter of fiscal 2009 were favorably impacted by the resolution of a contract termination.
Products operating income decreased due to consulting revenue declines, lower consulting contract margins and higher selling costs as a percentage of net revenues.
Resources operating income decreased due to revenue declines.
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Interest income for the six months ended February 28, 2010 was $14 million, a decrease of $19 million, or 58%, from the six months ended February 28, 2009. The decrease was primarily due to lower interest rates.
Other expense, net for the six months ended February 28, 2010 was $8 million, a decrease of $5 million during the six months ended February 28, 2009. The change was driven by lower net foreign exchange losses during the six months ended February 28, 2010.
The effective tax rate for the six months ended February 28, 2010 was 29.2%, compared with 27.3% for the six months ended February 28, 2009. The effective tax rate for the six months ended February 28, 2010 is higher than the effective tax rate for the six months ended February 28, 2009, primarily as a result of higher benefits related to final determinations and adjustments to prior-year tax liabilities recorded during the six months ended February 28, 2009.
Net income attributable to noncontrolling interests for the six months ended February 28, 2010 was $142 million, a decrease of $62 million, or 30%, from the six months ended February 28, 2009. The decrease was due to a reduction in the Accenture SCA Class I common shares and Accenture Canada Holdings Inc. exchangeable shares average noncontrolling ownership interest to 14% for the six months ended February 28, 2010 from 18% for the six months ended February 28, 2009.
Diluted earnings per share were $1.27 for the six months ended February 28, 2010, compared with $1.37 for the six months ended February 28, 2009. The $0.10 decrease in our earnings per share was primarily due to decreases of $0.13 from lower revenues and operating results in local currency, $0.03 from a higher effective tax rate, $0.02 from lower non-operating income and $0.01 related to reorganization benefits recorded in fiscal 2009. These decreases were partially offset by increases of $0.04 from lower weighted average shares outstanding and $0.05 from favorable foreign currency exchange rates, compared with the second quarter of fiscal 2009. For information regarding our earnings per share calculations, see Note 2 (Earnings Per Share) to our Consolidated Financial Statements under Item 1, “Financial Statements.”
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 February 28, 2010, cash and cash equivalents totaled $4.1 billion, compared with $4.5 billion as of August 31, 2009, a decrease of approximately $400 million.
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Cash flows from operating, investing and financing activities, as reflected in the Consolidated Cash Flows Statements, are summarized in the following table:
Net cash provided by (used in):
Operating activities
Investing activities
Financing activities
Net decrease in cash and cash equivalents
Operating Activities. The $220 million decrease in cash provided by operating activities was primarily due to an increase in net client balances (receivables from clients, current and non-current unbilled services and deferred revenues) and lower net income, as well as other changes in operating assets and liabilities.
Investing Activities. The $36 million decrease in cash used was primarily due to a decrease in spending on property and equipment, partially offset by an increase in net purchases of available-for-sale investments.
Financing Activities The $53 million decrease in cash used was primarily due to a decrease in share purchases and an increase in proceeds from share issuances, partially offset by an increase in cash dividends paid. For additional information, see Note 6 (Shareholders’ Equity) to our Consolidated Financial Statements under Item 1, “Financial Statements.”
We believe that our available cash balances and the cash flows we expect from operations will be sufficient to satisfy our current and planned working capital and investment needs for the next twelve months. We also believe that our longer-term working capital and other general corporate funding requirements will be satisfied through cash flows from operations and, to the extent necessary, from our borrowing facilities and future financial market activities.
Borrowing Facilities
As of February 28, 2010, we had the following borrowing facilities and related borrowings, including the issuance of letters of credit, for general working capital purposes:
Syndicated loan facility
Separate bilateral, uncommitted, unsecured multicurrency revolving credit facilities
Local guaranteed and non-guaranteed lines of credit
Under the borrowing facilities described above, we had an aggregate of $157 million of letters of credit outstanding as of February 28, 2010. In addition, we had total outstanding debt of $0.4 million as of February 28, 2010.
Share Purchases and Redemptions
The Board of Directors of Accenture plc has authorized funding for our publicly announced open-market share purchase program for acquiring Accenture plc Class A ordinary shares and for purchases and redemptions of Accenture plc Class A ordinary 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.
On September 30, 2009, the Board of Directors of Accenture plc approved $4.0 billion in additional share repurchase authority, bringing Accenture’s total outstanding authority to approximately $4.9 billion. During the first half of fiscal 2010, Accenture repurchased or redeemed 19,624,144 shares for a total of $790 million, including $106 million for 2,650,000 shares repurchased in the open market; these transactions reduced our available authorization. As of February 28, 2010, Accenture’s aggregate available authorization was approximately $4.1 billion for Accenture’s publicly announced open-market share purchase program and the other share purchase programs. Additionally, Accenture acquired 2,565,432 Class A ordinary shares for $96 million, primarily via share withholding; these transactions had no impact on our available authorization.
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During the six months ended February 28, 2010, we issued 1,770,602 Accenture plc Class A ordinary 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 (as amended September 1, 2009). The registration statement allows us, at our option, to issue freely tradable Accenture plc Class A ordinary shares in lieu of cash upon redemptions of Accenture SCA Class I common shares held by senior executives, former executives and their permitted transferees.
For a complete description of all share purchase and redemption activity for the second quarter of fiscal 2010, see Part II, Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds.”
Subsequent Development
On March 23, 2010, the Board of Directors of Accenture plc declared a cash dividend of $0.375 per share on our Class A ordinary shares for shareholders of record at the close of business on April 16, 2010. Accenture plc will cause Accenture SCA to declare a cash dividend of $0.375 per share on its Class I common shares for shareholders of record at the close of business on April 13, 2010. Both dividends are payable on May 14, 2010.
Off-Balance Sheet Arrangements
In the normal course of business and in conjunction with some client engagements, we have entered into contractual arrangements through which we may be obligated to indemnify clients with respect to certain matters. These arrangements with clients can include provisions whereby we have joint and several liability in relation to the performance of certain contractual obligations along with third parties also providing services and products for a specific project. Indemnification provisions are also included in arrangements under which we agree to hold the indemnified party harmless with respect to third party claims related to such matters as title to assets sold or licensed or certain intellectual property rights.
Typically, we have contractual recourse against third parties for certain payments made by us in connection with arrangements where third party nonperformance has given rise to the client’s claim. Payments by us under any of the arrangements described above are generally conditioned on the client making a claim which may be disputed by us typically under dispute resolution procedures specified in the particular arrangement. The limitations of liability under these arrangements may be expressly limited or may not be expressly specified in terms of time and/or amount.
For arrangements with unspecified limitations, we cannot reasonably estimate the aggregate maximum potential liability, as it is inherently difficult to predict the maximum potential amount of such payments, due to the conditional nature and unique facts of each particular arrangement.
To date, we have not been required to make any significant payment under any of the arrangements described above. For further discussion of these transactions, see Note 9 (Commitments and Contingencies) to our Consolidated Financial Statements under Item 1, “Financial Statements.”
On September 1, 2009, we adopted guidance issued by the Financial Accounting Standards Board (“FASB”) on business combinations. The guidance 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. The adoption of the guidance on business combinations did not have a material impact on our Consolidated Financial Statements under Item 1, “Financial Statements.”
On September 1, 2009, we adopted guidance issued by the FASB on noncontrolling interests, which establishes accounting and reporting standards for the noncontrolling interest in a subsidiary, previously referred to as minority interest, to be presented as a separate component in the shareholders’ equity section of the Consolidated Balance Sheet. As required, the guidance on noncontrolling interests was applied prospectively with the exception of presentation and disclosure requirements, which were applied retrospectively for all periods presented. For additional information, see Note 6 (Shareholders’ Equity) to our Consolidated Financial Statements under Item 1, “Financial Statements.”
New Accounting Pronouncements
In September 2009, the FASB issued amended revenue recognition guidance for arrangements with multiple deliverables. The new guidance eliminates the residual method of allocation in previous guidance and requires that arrangement considerations be allocated
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at the inception of the arrangement to all deliverables using the relative selling price. The new guidance requires that a vendor use estimates of a selling price developed in a manner that is consistent with that used to determine the price to sell the deliverable on a standalone basis for all deliverables that meet the remaining separation criteria when vendor-specific objective evidence and third party evidence, respectively, do not exist as estimates of selling price. This guidance is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. We are currently assessing the potential impact of this new guidance, but do not expect a material impact on our Consolidated Financial Statements under Item 1, “Financial Statements.”
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
During the six months ended February 28, 2010, 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, 2009, 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, 2009.
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) under the Exchange Act) as of the end of the period covered by this report. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Based on that evaluation, the chief executive officer and the chief financial officer of Accenture plc have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting that occurred during the second quarter of fiscal 2010 that has materially affected, or is reasonably likely to materially affect, our 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 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 proceedings. 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 Accenture’s internal controls in connection with certain of our operations in the Middle East. In 2003, we voluntarily reported the incident to the appropriate authorities in the United States promptly after its discovery. Shortly thereafter, the SEC advised us it would be undertaking an informal investigation of this incident, and the 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.
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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, 2009. There have been no material changes to risk factors disclosed in our Annual Report on Form 10-K for the year ended August 31, 2009.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Purchases and redemptions of Accenture plc Class A ordinary shares and Class X ordinary shares
The following table provides information relating to our purchases of Accenture plc Class A ordinary shares and redemptions of Accenture plc Class X ordinary shares during the second quarter of fiscal 2010.
Period
Total Number of Shares
Purchased
Average Price
Paid per Share (1)
Purchased as Part of
Publicly Announced
Plans or Programs (2)
Approximate Dollar Value
of Shares that May Yet Be
Purchased Under Publicly
Announced Plans orPrograms (3)
December 1, 2009 — December 31, 2009
Class A ordinary shares
Class X ordinary shares
January 1, 2010 — January 31, 2010
February 1, 2010 — February 28, 2010
Class A ordinary shares (4)
Class X ordinary shares (5)
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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 second quarter of fiscal 2010. 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.
Accenture SCA
Class I common shares
Class I common shares (3)
Accenture Canada Holdings Inc.
Exchangeable shares
Exchangeable shares (3)
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. (REMOVED AND RESERVED)
ITEM 5. OTHER INFORMATION
(a) None.
(b) None.
ITEM 6. EXHIBITS
Exhibit Index:
Exhibit
Number
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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: March 26, 2010
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