| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to |
Title of each class Name of each exchange on which registered 2012 Item Item 5. Item 6. Item 7. Item 7A. Item 8. Item 9. Item 10. Item 11. Item 12. Item 13. Item 14. Item 15. 2012. service offering expertise and our insight into, and understanding of, emerging technologies and new business and technology trends to formulate and implement solutions with and for our clients. Our strategy is focused on helping clients improve operational performance, deliver their products and services more effectively and efficiently, and grow their businesses in existing and new markets. Operating Groups and Industry Groups Technology IT investments to business results and help manage those investments to ensure that the planned business impact is achieved. We also help CIOs transform how IT works, both internally and with business partners, so that IT is “run like a business” to deliver high performance. solutions. large multinational providers, including the services arms of large global technology providers (hardware, equipment and software), that offer some or all of the services that we do; niche solution or service providers or local competitors that compete with us in a specific geographic market, industry segment or service area, including companies that provide new or alternative products, services or delivery models; accounting firms that are expanding or building their provision of some consulting services, including through acquisitions; and skills and capabilities of people; technical and industry expertise; ability to add business value and improve performance; reputation and client references; ability to deliver results reliably and on a timely basis; scope of services; service delivery approach; quality of services and solutions; availability of appropriate resources; and global reach and Accenture SCA Class I common shares or exchangeable shares issued by Accenture Canada Holdings Inc., an indirect subsidiary of Accenture SCA. Generally, partners who received Accenture SCA Class I common shares or Accenture Canada Holdings Inc. exchangeable shares also received a corresponding number of Accenture Ltd Class X common shares, which entitled their holders to vote at Accenture Ltd shareholder meetings but did not carry any economic rights. The combination of the Accenture Ltd Class X common shares and the Accenture SCA Class I common shares or Accenture Canada Holdings Inc. exchangeable shares gave these partners substantially similar economic and governance rights as holders of Accenture Ltd Class A common shares. 2012. number of Accenture SCA Class I common shares or Accenture Canada Holdings Inc. exchangeable shares owned by that holder. Accenture plc will redeem Class X ordinary shares upon the redemption or exchange of Accenture SCA Class I common shares and Accenture Canada Holdings Inc. exchangeable shares so that the aggregate number of Class X ordinary shares outstanding at any time does not exceed the aggregate number of Accenture SCA Class I common shares and Accenture Canada Holdings Inc. exchangeable shares outstanding. Class X ordinary shares are not transferable without the consent of Accenture plc. and solutions to meet that demand. Companies in the industries we serve sometimes seek to achieve economies of scale and other synergies by combining with or acquiring other companies. If one of our current clients merges or consolidates with a company that relies on another provider for its consulting, systems integration and technology, or outsourcing services, we may lose work from that client or lose the opportunity to gain additional work if we are not successful in generating new opportunities from the merger or consolidation. Many of our consulting contracts are less than 12 months in duration, and large multinational providers, including the services arms of large global technology providers (hardware, equipment and software), that offer some or all of the services that we do; niche solution or service providers or local competitors that compete with us in a specific geographic market, industry segment or service area, including companies that provide new or alternative products, services or delivery models; accounting firms that are expanding or building their provision of some consulting services, including through acquisitions; and in-house departments of large corporations that use their own resources, rather than engage an outside firm for the types of services we provide. dependent on our ability to compete successfully in the markets we currently serve, while expanding into additional markets. If we are unable to compete successfully, we could lose market share and clients to competitors, which could materially adversely affect our results of operations. related breaches. We could be subject to strict restrictions on the movement of cash and the exchange of foreign currencies. In some countries, we could be subject to strict restrictions on the movement of cash and the exchange of foreign currencies, which would limit our ability to use this cash across our global operations. This risk could increase as we continue our geographic expansion in emerging markets, which are more likely to impose these restrictions than more established markets. and other third parties with which we associate, could take actions that violate policies or procedures designed to promote legal and regulatory compliance or applicable anticorruption laws or regulations. Violations of these laws or regulations by us, our employees or any of these third parties could subject us to criminal or civil enforcement actions (whether or not we participated or knew about the actions leading to the violations), including fines or penalties, disgorgement of profits and suspension or disqualification from work, including U.S. federal contracting, any of which could materially adversely affect our business, including our results of operations and our reputation. general economic and political conditions; the competitive environment in our industry, as described below; our clients’ desire to reduce their costs; procurement practices of clients and their use of third-party advisors. limited data and could turn out to be materially inaccurate. If we do not accurately estimate the effort, costs or timing for meeting our contractual commitments and/or completing projects to a client’s satisfaction, our contracts could yield lower profit margins than planned, or be unprofitable. Our pricing, cost and profit margin estimates on our consulting work and frequently on our outsourcing work, include anticipated long-term cost savings for the client that we expect to achieve and sustain over the life of the contract. We may fail to accurately assess the risks associated with potential contracts. This could result in existing contracts and contracts entered into in the future being less profitable than expected or unprofitable, which could have an adverse effect on our profitability. Government entities, particularly in the United States, often reserve the right to audit our contract costs and conduct inquiries and investigations of our business practices with respect to government contracts. U.S. government contracting regulations impose strict compliance and disclosure obligations. Disclosure is required if certain company personnel have knowledge of “credible evidence” of a violation of federal criminal laws involving fraud, conflict of interest, bribery or improper gratuity, a violation of the civil U.S. False Claims Act or receipt of a significant overpayment from the government. Failure to make required disclosures could be a basis for suspension and/or debarment from federal government contracting in addition to breach of the specific contract and could also impact contracting beyond the U.S. federal level. Reported matters also could lead to audits or investigations and other civil, criminal or administrative sanctions. Terms and conditions of government contracts also tend to be more onerous and are often more difficult to negotiate. For example, these contracts often contain high or unlimited liability for breaches and feature less favorable payment terms and sometimes require us to take on liability for the performance of third parties.Ireland 98-0627530 (I.R.S. Employer Identification No.) Class A ordinary shares, par value $0.0000225 per share New York Stock Exchange ¨o¨o No þ¨o¨o¨o ¨o ¨o ¨o (Do not check if a smaller reporting company) ¨o No þ28, 201129, 2012 was approximately $33,404,979,311$38,349,195,098 based on the closing price of the registrant’s Class A ordinary shares, par value $0.0000225$0.0000225 per share, reported on the New York Stock Exchange on such date of $51.48$59.54 per share and on the par value of the registrant’s Class X ordinary shares, par value $0.0000225$0.0000225 per share.11, 201122, 2012 was 640,910,459750,482,553 (which number does not include 89,072,938111,959,464 issued shares held by the registrant). The number of shares of the registrant’s Class X ordinary shares, par value $0.0000225$0.0000225 per share, outstanding as of October 11, 201122, 2012 was 49,200,177.41,365,594.9, 2012,6, 2013, will be incorporated by reference in this Form 10-K in response to Items 10, 11, 12, 13 and 14 of Part III. The definitive proxy statement will be filed with the SEC not later than 120 days after the registrant’s fiscal year ended August 31, 2011. Page Part I Part I1.Item 1B. Item 2. Item 3. Item 4. Mine Safety Disclosures Part II 1Item 1A.Risk Factors16Item 1B.Unresolved Staff Comments33Item 2.Properties33Item 3.Legal Proceedings33Item 4.(Removed and Reserved)34Part II3741426465Item 9A. Item 9B. Part III 65Item 9A.Controls and Procedures65Item 9B.Other Information66Part III67676868Part IV 68Part IV6972services and outsourcing organizations,services, with approximately 236,000257,000 employees; offices and operations in more than 200 cities in 54 countries; and revenues before reimbursements (“net revenues”) of $25.51$27.86 billion for fiscal 2011.performachieve performance at higher levels so they can create sustainable value for their customers stakeholders and shareholders.stakeholders. We use our industry and business-process knowledge, oura completean end-to-end delivery capability by drawing on our global resources to deliver high-quality, cost-effective solutions to our clients.2011,2012, we continued to implement a strategy focused on three dimensions:industry and technology differentiation, as well as geographic expansion. We combine our core business, which includes the vast majority ofcapabilities across management consulting, technology and business process outsourcing services that we have traditionally provided through our operating groups and growth platforms;to provide differentiated, industry-based, end-to-end services. We continue to invest in strategic initiatives—initiatives including analytics, cloud computing, insight-driven health, interactive/digital marketing, mobility and smart grid, as well as technology areas such as cloud computing—that we are building on top of our core business; and geographic expansion.grid. Our geographic expansion strategy focuses on emerging and mature markets with significant growth potential for us. Our priority emerging markets are the ASEAN (Association of Southeast Asian Nations) countries, Brazil, China, India, Mexico, the Middle East, Russia, South Africa, South Korea and Turkey.Operating Groups and Industry GroupsCommunications &High Tech*FinancialServicesHealth &Public ServiceProductsResourcesCommunications, Media & Technology Products Resources *On Sept. 1, 2011, the Communications & High Tech operating group changed its name to Communications, Media & Technology.High Tech*High TechTechnology operating group serves the communications, electronics, high technology, media and entertainment industries. Professionals in this operating group help clients leverage innovation and enhance their business results through industry-specific solutions and by seizing the opportunities made possible by the convergence of communications, computing and content. Examples of our services include helping clients: integrate customer interactions and solutions includebilling across multiple channels; improve enterprise operations for increased cost efficiency and global expansion; optimize the applicationdesign and operations of mobile technology softwarecommunications networks; repurpose, deliver and services; broadbandmonetize digital content; and Internet protocol solutions; advanced advertising solutions;enhance product innovation processes and digital rights management; as well as systems integration, customer care, supply chain, analytics, global operations and workforce transformation services. In support of these services, we have developed an array of assets, repeatable solutions, methodologies and research facilities to demonstrate how new technologies and industry-leading practices can be applied in new and innovative ways to enhance our clients’ business performance.systems. Our Communications, Media & High TechTechnology operating group comprises the following industry groups:•Communications. Our Communications industry group serves most of the world’s leading wireline, wireless, cable and satellite communications and service providers. We provide a wide range of services designed to help our communications clients grow revenues, increase profitability and improve customer satisfaction. We offer a comprehensive solutions portfolio designed to address major business and operational issues related to sales and service channels, new product innovation, network functions, corporate functions and information technology. Our Communications industry group represented approximately 55% of our Communications & High Tech operating group’s net revenues in fiscal 2011.•Electronics & High Tech. Our Electronics & High Tech industry group serves the communications technology, consumer technology, enterprise technology, semiconductor, software, medical equipment and aerospace/defense segments. This industry group providesservices in areas such as strategy, enterprise resource management, customer relationship management, integrated mobile solutions, embedded software solutions, product lifecycle management, sales transformation, supply chain management, human performance and merger/acquisition activities. We also offer a suite of reusable solutions designed to address the industry’s major business and operational challenges, such as new product innovation and development, global operations, sales and marketing, enterprise and consumer channel operations, and customer support. Our Electronics & High Tech industry group represented approximately 35% of our Communications & High Tech operating group’s net revenues in fiscal 2011.•Media & Entertainment. Our Media & Entertainment industry group serves the broadcast, entertainment, print, publishing and portal industries. Professionals in this industry group provide a wide range of services, including digital marketing, performance advertising, digital rights management, and digital content and media technologies designed to help clients effectively manage, access, distribute and protect content across multiple platforms and devices. We also provide additional comprehensive turn-key solutions through Origin Digital and Digiplug, specialized Accenture units that help content owners and distributors adapt business processes and systems to enable digital monetization.worksserves the banking, capital markets and insurance industries. Professionals in this operating group work with clients in a dynamic and increasingly global market environment to address cost and profitability pressures, industry consolidation, regulatory changes and the need to continually adapt to new technologies. We offer services designed to help our clients increase cost efficiency, grow their customer bases, manage risk and transform their operations. Our Financial Services operating group comprises the following industry groups:•Banking. Our Banking industry group works with retail and commercial banks and diversified financial enterprises. We help these organizations develop and execute strategies to lower operating costs; acquire and retain customers more effectively; expand product and service offerings; manage risk; comply with new regulatory initiatives; support integration related to mergers and acquisitions; and leverage new technologies and distribution channels. Our Banking industry group represented approximately 55% of our Financial Services operating group’s net revenues in fiscal 2011.•Capital Markets. Our Capital Markets industry group helps investment banks, broker/dealers, asset-management firms, depositories, exchanges and clearing and settlement organizations transform their businesses to increase competitiveness. We help clients develop and implement trading, wealth and asset-management, and market infrastructure systems and solutions.•Insurance. Our Insurance industry group helps property and casualty insurers, life insurers, reinsurance firms and insurance brokers improve business processes, modernize their technologies and improve the quality and consistency of risk selection decisions. We offer claims and policy management software and services designed to enable insurers to provide better customer service while optimizing costs and to deliver innovative products to market more quickly and efficiently. We also provide a variety of outsourcing solutions designed to help insurers improve working capital and cash flow, deliver cost savings and enhance long-term growth.•Health. Health-service organizations are under enormous pressure to reduce costs, improve the access and quality of healthcare services, and meet ever-growing government and regulatory requirements. Through our Insight-Driven Health initiative, our Health industry group works with healthcare providers, government health departments, policy-making authorities/regulators, managed care organizations, health insurers and other industry-related organizations around the world to improve the quality, accessibility and affordability of healthcare. Our key offerings address a variety of areas, including electronic medical records; health insurance exchanges; back-office services for hospitals and health plans; sales and marketing; core administration services; care management services; claims excellence/cost containment; and corporate functions, including human resources, finance, procurement and information technology.•Public Service. Our Public Service industry group helps governments position themselves for the future by transforming the way they deliver public services and engage with citizens. We provide services designed to help them increase the efficiency of their operations, improve service delivery to citizens and reduce their overall costs. We work primarily with defense, revenue, human services, public health, postal, justice and public-safety authorities or agencies, and our clients are generally national, state or local-level government organizations, as well as pan-geographic organizations. Our Public Service industry group represented approximately 74% of our Health & Public Service operating group’s net revenues in fiscal 2011. In addition, our work with clients in the U.S. federal government represented approximately 32% of our Health & Public Service operating group’s net revenues in fiscal 2011.•Air, Freight & Travel Services. Our Air, Freight & Travel Services industry group serves airlines, freight and logistics companies, and travel services companies, including hotels, tour operators, rental car companies and cruise operators. We help clients increase organizational effectiveness by developing and implementing more efficient networks, optimizing back-office functions, integrating supply chains, developing procurement strategies and building improved customer relationship management capabilities. We also offer industry-specific solutions, such as Navitaire for the airline industry and a proprietary end-to-end shipment-management solution for the freight and logistics industry.•Automotive. Our Automotive industry group works with automotive companies, including original equipment manufacturers and tier-one and tier-two supplier manufacturers. We have a range of end-to-end industry-specific offerings, including sales and marketing and performance engineering services.•Consumer Goods & Services. Our Consumer Goods & Services industry group serves food and beverage, alcoholic beverage, household goods, personal care, tobacco, fashion/apparel, agribusiness and consumer health companies around the world. Our offerings are designed to help companies improve their performance by addressing critical elements of success, including large-scale enterprise resource planning, channel and revenue management, multi-channel marketing,working-capital productivity improvement and supply chain collaboration. We also help clients build operating models that support end-to-end processes needed to improve business results. Our Consumer Goods & Services industry group represented approximately 30% of our Products operating group’s net revenues in fiscal 2011.•Industrial Equipment. Our Industrial Equipment industry group serves the industrial and electrical equipment, automotive supplier, consumer durable and heavy equipment industries. We help our clients increase operating and supply chain efficiencies by improving processes and leveraging technology, and also help clients generate value from strategic mergers and acquisitions. In addition, our Industrial Equipment industry group develops and deploys solutions in the areas of cloud computing, channel management, collaborative product design, remote field maintenance, enterprise application integration and outsourcing.•Infrastructure & Transportation Services. Our Infrastructure & Transportation Services industry group serves companies in the construction, infrastructure management (ports, airports, seaports and road-tolling facilities) and mass transportation industries. We help clients develop and implement strategies and solutions designed to improve their information technology and customer relationship management capabilities, operate more efficient networks, integrate supply chains, develop procurement and electronic business marketplace strategies, and more effectively manage maintenance, repair and overhaul processes and expenses—all in the context of increasing priorities around mobility services and sustainability.•Life Sciences. Our Life Sciences industry group works with biopharmaceutical, medical technology and life-sciences services companies. We provide services in large-scale business and technology transformation, business performance improvement, post-merger integration, and business process and technology outsourcing. Our life sciences expertise covers the key business areas of research and development, marketing and sales, supply chain, manufacturing and select back-office functions.•Retail. Our Retail industry group serves a wide range of companies, including supermarkets, hardline retailers, mass-merchandise discounters, department stores, and fashion and other specialty retailers. We provide offerings designed to help clients drive value and differentiation with consumers through analytics-based marketing and merchandising, optimized integration of new channels, faster delivery and improved relevance of offerings to customers, effective use of advanced and core technologies and services, and improved cross-functional integration and operations.With marketMarket conditions are driving energy companies to seek new ways of creating value for shareholders; deregulation and climate change are fundamentally reforming the utilities industry and yielding cross-border opportunities; and there is an intensive focus on productivity and portfolio management in the chemicals and natural resources industries, weindustries. We work with clients to address all of these challenges and to create solutions designed to help them differentiate themselves in the marketplace, and gain competitive advantage.advantage and manage their large-scale capital investments. We also work with clients across all industry segmentsgroups on sustainability to help them meet emission targets and increase energy efficiency. In fiscal 2012, our net revenues from multiple contracts with a single client in Resources were greater than 10% of the operating group’s net revenues, slightly exceeding that threshold. Our Resources operating group comprises the following industry groups:•Chemicals. Our Chemicals industry group works with a wide cross-section of industry segments, including petrochemicals, specialty chemicals, polymers and plastics, gases and agricultural chemicals, among others. We help chemical companies develop and implement newbusiness strategies, redesign business processes, manage complex change initiatives, and integrate processes and technologies to achieve higher levels of performance.•Energy. Our Energy industry group serves a wide range of companies in the oil and gas industry, including upstream, downstream, oil services and clean-energy companies. We help our clients optimize production, manage their hydrocarbon and non-hydrocarbon supply chains, streamline marketing operations and realize the potential of third-party enterprise-wide technology solutions. Our Energy industry group represented approximately 30% of our Resources operating group’s net revenues in fiscal 2011.•Natural Resources. Our Natural Resources industry group serves the metals, mining, forest products and building materials industries. We help our clients—which include mining companies in the coal, iron ore, copper and precious metals sectors; steel and aluminum producers; and lumber, pulp, papermaking, converting and packaging companies—develop and implement new business strategies, redesign business processes, manage complex change initiatives, and integrate processes and technologies to achieve higher levels of performance.•Utilities. Our Utilities industry group works with electric, gas and water utilities around the world to respond to an evolving and highly competitive marketplace. We help utilities transform themselves from regulated, and sometimes state-owned, local entities to international deregulated corporations. We also develop diverse products and service offerings designed to help our clients deliver higher levels of service to their customers. These offerings include customer relationship management, workforce enablement, smart-grid development, supply chain optimization, and trading and risk management. We also provide a range of outsourced customer-care services to utilities and retail energy companies in North America. Our Utilities industry group represented approximately 35% of our Resources operating group’s net revenues in fiscal 2011.critical business units or across the entire organization. This growth platform comprises sixseven function-based service areas, as well as industry-focused teams of management consulting professionals with deep skills in the numerous industry segments that we serve. The majority of management consulting professionals have a primary focus on either one of the sixseven service areas or on an industry, with a secondary focus on the other (i.e., industry or service area). six service areas are as follows:•Customer Relationship Management. The professionals in Customer Relationship Management (“CRM”) help companies acquire, develop and retain more profitable customer relationships. We offer a full range of capabilities that address every aspect of CRM, including marketing, pricing strategy and profitability assessment, direct and indirect sales, customerservice, field support and customer contact operations. These capabilities include rigorous approaches to improving the return on marketing investment, methods for building insight into customers’ purchase habits and service preferences, tailoring offers and service treatment based upon that insight, and unique methods of optimizing the quality, cost and revenue impact of sales and service operations. We use these skills to help our clients accelerate growth, improve marketing and sales productivity and reduce customer care costs—thus increasing the value of their customer relationships and enhancing the economic value of their brands.•Finance & Enterprise Performance. The professionals in Finance & Enterprise Performance work with our clients’ finance and business unit executives to develop financial transaction processing, corporate finance and business performance reporting capabilities. Among the services we provide are strategic consulting on the design and structure of the finance function and the establishment of shared service centers. Our finance capability services also address revenue cycle management, billing, credit and collection effectiveness, electronic invoicing and settlement, tax processing, treasury operations, trading operations, lending and debt recovery, and benchmarking. Our performance management services address shareholder value targeting, scorecard and performance metrics development, performance reporting solutions and applied business analytics to improve profitability. Our professionals work with finance executives to develop and implement solutions designed to help them align their companies’ investments with their business objectives and establish security relating to the exchange of information with reporting institutions.•Operations. Operations is a new service area that was formed in September 2011. The professionals in Operations work with clients across a broad range of industries to develop and implement measurable, lasting improvements in all aspects of operations to enable profitable growth in new and existing markets. Our professionals combine global industry expertise and skills in a variety of areas, including operations and process transformation; sourcing and procurement; innovation and product development; manufacturing strategy and operations; service strategy and operations; integrated planning and fulfillment; and supply chain education. We work with clients to help align underlying process and operating models to support business strategies; optimize global operations; support profitable product launches; and enhance the skills and capabilities of the operations and supply chain workforce.•Risk Management. The professionals in Risk Management work with clients to develop risk management capabilities to help protect and grow the economic value of their organizations. Our Risk Management services help our clients align business strategy and risk capabilities to evaluate market options and drive profitable growth; develop a risk-conscious culture across their organizations; adapt to industry and geographic regulations to drive positive business impact; and develop capabilities to collect, model and analyze business information for better risk-based decision-making.•Strategy. Our Strategy professionals combine their strategy and operating model experience to help clients turn insights into results at both the enterprise and business unit level. With deep skills and capabilities in corporate strategy, corporate restructuring, growth and innovation strategies, mergers and acquisitions, and merger integration, we help clients develop and execute pragmatic ways to transform organizations and drive sustained high performance.•Talent & Organization. The professionals in Talent & Organization work with clients on a wide range of talent management, human resources, organizational effectiveness, human capital, learning and change issues to deliver improved business and operational results. Our integrated approach and end-to-end capabilities include services and solutions in organization and change management, human resources administration, learning and collaboration,organizational performance management, talent management and overall transformation of key workforces. We help companies and governments improve the efficiency and effectiveness of talent and organization capabilities while lowering associated costs; deliver improvements in employee, workforce and business performance; and transform organizations through project-, program- and enterprise-level change management.information technology (“IT”) outsourcing. key systems integration consulting services and solutions include:•Enterprise Solutions and Enterprise Resource Planning (“ERP”). We implement a variety of application software—including SAP and Oracle, among others—to consolidate operations, streamline business processes, connect geographies and manage and exploit data to make more informed business decisions.•Industry and Functional Solutions. We provide clients with industry and functional solutions that streamline, integrate and manage business processes, systems and information, based on other vendors’ software assets or our own assets. These are typically “add-ons” to our clients’ core ERP systems or software to support industry-unique functions such as trading solutions, billing systems and health exchange solutions. From design to implementation, these end-to-end services help our clients improve analytics-based decision-making, financial management, customer service excellence, supply chain management and human resource management.•Information Management Services. We provide services to help organizations manage the full range of their information needs to improve data quality, enhance decision-making capabilities and meet compliance requirements. Our services include business intelligence; content management and portals; data management; and data quality solutions.•Cloud Computing. We help clients use cloud computing to improve their IT efficiency and agility. Typically, we use platforms and infrastructure such as Microsoft Azure, Salesforce Force, Amazon EC2 and Google Apps.•Custom Solutions. With deep skills and expertise in both J2EE (Java-based) and .NET technology architectures, we work with clients to develop custom solutions that meet unique business needs, often using open-source technology products and platforms.•Software as a Service (“SaaS”). We help clients implement SaaS solutions to meet their business needs with the added benefits of increasing flexibility and reducing total cost of ownership. Our SaaS methodology and toolset enables rapid, agile delivery of SaaS solutions across a wide range of services and leading SaaS solutions including Salesforce.com, Workday and NetSuite.•Mobility Services. We provide mobility and embedded software services across a wide range of industries and platforms, including Symbian, WinMo (Microsoft Windows Mobile), Windows Phone, Android, Blackberry, iPhone, Java, Linux and Meego. These are designed to help organizations tap the full potential of mobility across the business-to-employee, business-to-consumer, business-to-business and machine-to-machine environments.•Microsoft Solutions. Together with our alliance partner Microsoft and our Avanade subsidiary, we develop and deliver cost-efficient, innovative business solutions across the Microsoft platform and full set of software, leveraging our deep industry expertise and practical applications of leading-edge technologies. We have also helped a significant number of clients implement Microsoft’s BPOS (Business Productivity Online Standard Suite) and other cloud-based tools using Microsoft’s Azure platform.•IT Strategy. We help client CEOs and CIOs link IT investments to business results and help manage those investments to ensure that the planned business impact is achieved. We also help CIOs transform how IT works, both internally and with business partners, so that IT is “run like a business” to deliver high performance.•Infrastructure Consulting. We provide solutions to help clients optimize their IT infrastructures while reducing costs. From virtualization of servers and desktops, to data center operations engineering and enterprise network design and implementation, our services are designed to enable clients to rationalize, standardize, optimize, secure and transform their IT infrastructures for improved performance of mission-critical business processes, applications and end-users.•IT Security Consulting. We help clients implement security tools and processes so they can become more agile in response to changing market forces and evolving threats. Working with us, our clients are better able to secure data and applications, protect identities, address threats and vulnerabilities, and meet compliance demands while reducing costs and improving efficiency.•Application Modernization and Optimization. We specialize in defining and executing strategies that transform our clients’ application portfolios into rationalized, flexible, cost-efficient and reliable assets. Our services and solutions help clients define and implement innovative approaches to extending the useful life of legacy applications at a significantly reduced cost or help to retire platforms and replace them with more modern, sustainable solutions.ITtechnology outsourcing goes beyond traditional cost-cutting measures to help clients improve the total performance of application and infrastructure development and maintenance. We provide a full range of application outsourcing and infrastructure outsourcing services and solutions:•Application Outsourcing. We provide a wide array of application outsourcing services under flexible arrangements, managing custom or packaged software applications—including enterprise-wide applications such as SAP and Oracle—over their complete development and maintenance lifecycles. Our scope of services ranges from standardized, discrete application outsourcing services—including application testing, application management of enterprise-wide software programs, and capacity services—to large-scale application enhancement and development for individual or multiple applications, or an entire portfolio of applications.•Infrastructure Outsourcing. We provide ongoing management of clients’ IT infrastructure capabilities and functions, with expertise in six service areas: service desk; workplace services; data-center services; network services; security services; and IT spend management. We provide discrete skills (i.e., capacity services) as well as fully managed services. Our services offer clients a more cost-effective, secure and responsive infrastructure that can be scaled and adapted to their business needs. Accenture differentiator is our strategic global delivery model, which allows us to draw on the benefits of using people and other resources from around the world—including scalable, standardized processes, methods and tools; specialized management consulting, business process and technology skills; cost advantages; foreign-languageforeign language fluency; proximity to clients; and time-zonetime zone advantages—to deliver high-quality solutions. Emphasizing quality, productivity, reduced risk, speed to market and predictability, our global delivery model enables us to provide clients with price-competitive services and solutions that drive higher levels of performance.2011,2012, we had approximately 141,000162,000 people in our network globally. either by, among other things, enhancing a service offering, delivering a new technology or helping us extend our services to new geographies. By combining our alliance partners’ products and services with our own capabilities and expertise, we create innovative, high-value business solutions for our clients. Most of our alliances are non-exclusive. These alliances can generate significant revenues from services we provide to implement our alliance partners’ products. We also receive as reimbursement some direct payments, which are not material to our business, from our alliance partners as compensationto cover costs we incur for marketing and other assistance.$503$560 million, $384$482 million and $435$377 million in fiscal 2012, 2011 2010 and 2009,2010, respectively—to help create, commercialize and disseminate innovative business strategies and technology solutions.2011,2012, we had approximately 236,000257,000 employees worldwide.large multinational providers, including the service arms of large global technology providers (hardware and software), that offer some or all of the services that we do;price;technical and industry expertise;scale.Accenture’sour clients, partners and others.2011,2012, we had 2,7182,834 patent applications pending in the United States and other jurisdictions and had been issued 600710 U.S. patents and 524735 non-U.S. patents.On September 1, 2009, Accenture Ltd completed a transaction in which Accenture plc, organized in Ireland, became the parent holding company of Accenture. This transaction is described below under “—History.” Accenture plc was elected the general partner of Accenture SCA in place of Accenture Ltd at the November 16, 2009 shareholder meeting of Accenture SCA.In fiscal 2005, we replaced the internal use of the “partner” title with the more comprehensive “senior executive” title and applied the “senior executive” title to our highest-level employees, including those previously referred to as partners. However, for proper context, we continue to use the term “partner” in certain situations and particularly when discussing our reorganization and the period prior to our incorporation.On August 5,The Transaction was completed on September 1, 2009, the shareholders ofat which time Accenture Ltd, our predecessor holding company, voted in favor of the Transaction. The Transaction was subsequently completed on September 1, 2009, following approval from the Supreme Court of Bermuda, at which time Accenture Ltd became a wholly owned subsidiary ofClass A ordinary shares of the Irish company, Accenture plc, began trading on the New York Stock Exchange on September 1, 2009 under the symbol “ACN,” the same symbol under which Class A common shares of Accenture Ltd, its predecessor, were previously listed.9%8% as of August 31, 2011.11, 2011,22, 2012, Accenture holds a voting interest of approximately 91%93% of the aggregate outstanding Accenture SCA Class I common shares entitled to vote, with the remaining 9%7% of the voting interest held by our current and former senior executives and their permitted transferees.economicmacroeconomic conditions affect our clients’ businesses and the markets they serve,serve. Developments, such as the recent recessions and volatile, negative or uncertain economic conditionsinstability in the U.S. and Europe, government spending restrictions potentially occurring at the end of calendar year 2012 in the United States (commonly referred to as the fiscal cliff), deterioration in the Chinese economy, and the inflationary risks associated with higher commodity prices, among other developments, may have an adverse effect on our revenue growth and profitability.both in thoseour significant markets andor in other markets and cause our clients to reduce or defer their spending on new technologies or initiatives or terminate existing contracts, which would negatively affect our business. Growth in the markets we serve could be at a slow rate, or could stagnate or contract, in each case, for an extended period of time. Differing economic conditions and patterns of economic growth and contraction in the geographical regions in which we operate and the industries we serve have affected and may in the future affect demand for our services. A material portion of our revenues and profitability is derived from our clients in Europe and North America. Weakening demand in these markets as a result of high government deficits, credit downgrades or otherwise, could have a material adverse affecteffect on our results of operations. Ongoing economic volatility and uncertainty affects our business in a number of other ways, including making it more difficult to accurately forecast client demand beyond the short term and effectively build our revenue and resource plans, particularly in consulting. This could result, for example, in us not having to use involuntary terminations as means to keep our supply of skills and resources in balance.leveleffects and resulting changes in demand patters to manifest themselves in our business and results of appropriate personnel where they are needed,operations. Changing demand patterns from economic volatility and uncertainty could have a significant negative impact on our results of operations.negativelyin the future adversely affect client demand for our services and solutions. In addition, developments in the industries we serve, which may be rapid, could shift demand to services and solutions where we are less competitive, or might require significant investment by us to upgrade, enhance or expand our servicesdaysdays’ notice. Longer-term, larger and more complex contracts, such as the majority of our outsourcing contracts, generally require a longer notice period for termination and often include an early termination charge to be paid to us, but this charge might not be sufficient to cover our costs or make up for anticipated ongoing revenues and profits lost upon termination of the contract. If a client is dissatisfied with our services and we are unable to effectively respond to its needs, the client might terminate existing contracts, or reduce or eliminate spending on the services and solutions we provide. Additionally, a client could choose not to retain us for additional stages of a project, try to renegotiate the terms of its contract or cancel or delay additional planned work. When contracts are terminated or not renewed, we lose the anticipated revenues, and it may take significant time to replace the level of revenues lost. Consequently, our results of operations in subsequent periods could be materially lower than expected. The specific business or financial condition of a client, changes in management and changes in a client’s strategy also are all factors that can result in terminations, cancellations or delays. For example, in fiscal 2009, we experienced a higher volume of contract terminations and restructurings as a result of challenging economic conditions and clients being acquired, which negatively affected our results of operations. It could also result in pressure to reduce the cost of our services. For example, during fiscal years 2009 and 2010, challenging economic conditions led to our moving work more quickly into our Global Delivery Network than planned in order to respond to client demand to reduce costs, which resulted in our revenues being less than anticipated.industrymacroeconomic developments and grow and manage our business. For example, if we are unable to hire or continually train our employees to keep pace with the rapid and continuing changes in technology and the industries we serve or changes in the types of services clients are demanding, such as the increase in demand for outsourcing services, we may not be able to develop and deliver new services and solutions to fulfill client demand. As we expand our services and solutions, we must also hire and must retain an increasing number of professionals with different skills and professional expectations than those of the majority of our personnel. Ifprofessionals we have historically hired and retained. Additionally, if we are unable to successfully integrate, motivate and retain these professionals, our ability to continue to secure work in those industries and for our services and solutions may suffer.delivery skills.mobilizedeploy our employees globally on a timely basis to fulfill the needs of our clients, our ability to perform our work profitably could suffer. If the utilization rate of our professionals is too high, it could have an adverse effect on employee engagement and attrition, the quality of the work performed as well as our ability to staff projects. If our utilization rate is too low, our profitability and the engagement of our employees could suffer. The costs associated with recruiting and training employees are significant. The mobility of our employees also contributes to the effective operationAn important element of our global business model. Increasedmodel is the deployment of our employees around the world, which allows us to move talent as needed, and particularly in emerging markets. Therefore, if we are not able to deploy the talent we need because of increased regulation of immigration or work visas, including limitations placed on the number of visas granted, limitations on the type of work performed or location in which it can be performed, and new or higher minimum salary requirements, it could make itbe more difficult to deploystaff our employees on client engagements and could increase our costs.increased involuntary terminations and reduced levels of new hiring and increased involuntary terminations as means to keep our supply of skills and resources in balance with client demand in those geographies.consulting and outsourcing markets in which we compete are highly competitive, and we might not be able to compete effectively.large multinational providers, including the services arms of large global technology providers (hardware and software), that offer some or all of the services that we do; continuing trend toward consolidation among hardware manufacturers, software developers and vendors, and service providers, which has resulted in the convergence of products and services. Over time, our access to such products and services may be reduced as a result of this consolidation. Additionally, vertically integrated companies are able to offer as a single provider more integrated services (software and hardware) to clients than we can in some cases, and therefore may represent a more attractive alternative to clients. If buyers of services favor using a single provider for an integrated technology stack, such buyers may direct more business to such competitors, and this could materially adversely affect our competitive position and our results of operations.andand/or Accenture data or information systems as obligated by law or contract or if our information systems are breached.TheAs the breadth and complexity of this infrastructure increasescontinue to grow, the potential risk of security breaches.breaches and cyberattacks increases. Such breaches could lead to shutdowns or disruptions of our systems and potential unauthorized disclosure of confidential information.an attacka cyberattack by computer programmers and hackers who may develop and deploy viruses, worms or other malicious software programs, could result in negative publicity, significant remediation costs, legal liability and damage to our reputation and could have a material adverse effect on our results of operations.Our Global Delivery Network is increasingly concentrated In addition, our liability insurance might not be sufficient in India and the Philippines, which may exposetype or amount to cover us against claims related to operational risks.Our business model is dependent on our Global Delivery Network, which includes Accenture personnel based at more than 50 delivery centers around the world. While these delivery centers are located throughout the world, we have based large portions of our delivery network in India, where wehave the largest number of people in our delivery network located, and the Philippines, where we have the second largest number of people located. Concentrating our Global Delivery Network in these locations presents a number of operational risks, many of which are beyond our control. India and the Philippines have experienced natural disasters and are subject to pandemics, severe weather conditions, including earthquakes, volcanoes, cyclones, typhoons, floodssecurity breaches, cyberattacks and other storms, which may occur again and could impair the ability of our people to safely travel to and work in our facilities. Additionally, both countries have experienced political instability and worker strikes. India in particular has experienced civil unrest and hostilities with neighboring countries, including Pakistan. Military activity or civil hostilities in the future, as well as terrorist activities, natural disasters and other conditions, which are described more fully below, could significantly disrupt our ability to perform work through our delivery centers. Our business continuity and disaster recovery plans may not be effective, particularly if catastrophic events occur. If any of these circumstances occurs, we have a greater risk that the interruptions in communications with our clients and other Accenture locations and personnel, and any down-time in important processes we operate for clients, could result in a material adverse effect on our results of operations and our reputation in the marketplace.We cannot guarantee that ourOur growth strategy willmight not be successful. If we are unable to manage the risks of our global operations and geographic expansion strategy, including fluctuations in foreign exchange and inflation rates, international hostilities, natural disasters, security breaches, failure to maintain compliance with our clients’ control requirements and multiple legal and regulatory systems, our results of operations and ability to grow could be materially adversely affected. In addition, emerging markets generally involve greater financial and operational risks, such as those described below, than our more mature markets. Negative or uncertain political climates in countries or geographies where we operate could also adversely affect us.Our results of operations could be materially adversely affected by fluctuations in foreign currency exchange rates. Although we report our results of operations in U.S. dollars, a majority of our net revenues is denominated in currencies other than the U.S. dollar. Unfavorable fluctuations in foreign currency exchange rates could have a material adverse effect on our results of operations.Because our consolidated financial statements are presented in U.S. dollars, we must translate revenues, expenses and income, as well as assets and liabilities, into U.S. dollars at exchange rates in effect during or at the end of each reporting period. Therefore, changes in the value of the U.S. dollar against other currencies will affect our net revenues, operating income and the value of balance-sheet items originally denominated in other currencies. These changes cause our growth in consolidated earnings stated in U.S. dollars to be higher or lower than our growth in local currency when compared against other periods.As we continue to leverage our global delivery model, more of our expenses are incurred in currencies other than those in which we bill for the related services. An increase in the value of certain currencies, such as the Indian rupee, against the U.S. dollar could increase costs for delivery of services at off-shore sites by increasing labor and other costs that are denominated in local currency. There can be no assurance that our contractual provisions will offset their impact, or that our currency hedging activities, which are designed to partially offset this impact, will be successful. This could result in a decrease in the profitability of our contracts that are utilizingdelivery center resources. In addition, our currency hedging activities are themselves subject to risk. These include risks related to counterparty performance under hedging contracts and risks related to currency fluctuations. We also face risks that extreme economic conditions, political instability, or hostilities or disasters of the type described below could impact our underlying exposures, perhaps eliminating them. Such an event could lead to losses being recognized on the currency hedges then in place, not offset by anticipated changes in the underlying hedge exposure.violence,violence; political unrest,unrest; armed regional and international hostilities and international responses to these hostilities,hostilities; natural disasters, like the earthquake and resulting tsunami in Japan in March 2011, volcanic eruptions, floods and other severe weather conditions; global health risksemergencies or pandemics or the threat of or perceived potential for these eventsevents; and other acts of god could have a negative impact on us. These events could adversely affect our clients’ levels of business activity and precipitate sudden significant changes in regional and global economic conditions and cycles. These events also pose significant risks to our people and to physical facilities and operations around the world, whether the facilities are ours or those of our alliance partners or clients. By disrupting communications and travel and increasing the difficulty of obtaining and retaining highly skilled and qualified personnel, these events could make it difficult or impossible for us to deliver services to our clients. Extended disruptions of electricity, other public utilities or network services at our facilities, as well as system failures at, or security breaches in, our facilities or systems, could also adversely affect our ability to serve our clients. We might be unable to protect our people, facilities and systems against all such occurrences. We generally do not have insurance for losses and interruptions caused by terrorist attacks, conflicts and wars. If these disruptions prevent us from effectively serving our clients, our results of operations could be adversely affected.mightmay not be well developed or provide sufficiently clear guidance and may be insufficient to protect our rights.because outsourcing and systems integration represent a significant portion of our business, changes in laws and regulations to limit using off-shore resources in connection with our government work or to penalize companies that use off-shore resources, which have been proposed from time to time in various jurisdictions, could adversely affect our results of operations. Such changes may result in contracts being terminated or work being transferred on-shore, resulting in greater costs to us andus. In addition, these changes could have a negative impact on our ability to obtain future work from government clients.to enable us to meet our profitability, our revenues and profitability expectations could materially suffer. The rates we are able to charge for our services are affected by a number of factors, including:allany of which could have a material negative impact on our results of operations. The less we are able to differentiate our services and solutions and/or clearly convey the value of our services and solutions, the more risk we have that they will be seen as commodities, with price being the driving factor in selecting a service provider. In addition, the introduction of new services or products by competitors could reduce our ability to obtain favorable pricing for the services or products we offer. Increased competition from companies located in lower-cost locations has reduced the prices we can charge for some of our services, particularly in the outsourcing and systems integration markets. Competitors may be willing, at times, to price contracts lower than us in an effort to enter the market or increase market share. Further, if competitors develop and implement methodologies that yield greater efficiency and productivity, they may be ablebetter positioned to offer services similar to ours at lower prices.whichwhom we rely do not meet their commitments, then our contracts could have delivery inefficiencies and be unprofitable.Government entities typically fund projects through appropriated monies. While these projects are often planned and executed as multi-year projects, the government entities usually reserve the right to change the scope of or terminate these projects for lack of approved funding and at their convenience. Changes in government or political developments, including budget deficits, shortfalls, uncertainties or other debt constraints, such as those recently experienced in the U.S. and certain countries in Europe, could result in our projects being reduced in price or scope or terminated altogether, which also could limit our recovery of incurred costs, reimbursable expenses and profits on work completed prior to the termination. Furthermore, if insufficient funding is appropriated to the government entity to cover termination costs, we may not be able to fully recover our investments.If theseU.S. government agencies, including the Defense Contract Audit Agency, routinely audit our contract costs, including allocated indirect costs and compliance with the Cost Accounting Standards. These agencies also conduct reviews and investigations and make inquiries regarding our accounting and other systems in connection with our performance and business practices with respect to our government contracts. Negative findings from existing and future audits, conclude that the costs are not reimbursable, then we will not be allowed to bill for them,investigations or the cost must be refunded to the government if it has already been paid to us. Findings from an audit alsoinquiries could result in our being required to prospectively adjust previously agreed rates for our work, may affect our future sales and profitability or may preventby preventing us, by operation of law or in practice, from receiving new government contracts for some period of time. In addition, if the U.S., pending final audit determinations, the government may require usconcludes that certain costs are not reimbursable, have not been properly determined or are based on outdated estimates of our work, then we will not be allowed to bill for such costs, may have to refund money that has already been paid to us, or could be required to retroactively and prospectively adjust previously agreed to billing or pricing rates for our work. Negative findings from existing and future audits of our business systems, including our accounting system, may result in the U.S. government preventing us from billing, at least temporarily, apercentage of our costs, and we may be subject to such requirement with respect to current open audits or future audits. U.S. government agencies, including the Defense Contract Audit Agency, routinely audit our contract costs, including allocated indirect costs and compliance with the Cost Accounting Standards, and conduct system reviews, investigations and other inquiries of our performance and business practices with respect to our government contracts. In addition, if the government auditors find, and the Defense Contract Management Agency (which has administrative authority over our U.S. government contracts) concludes, that certain costs are not reimbursable, have not been properly determined or are based on outdated estimates of our work, then we will not be allowed to bill for such costs or may have to refund money that has already been paid to us.Because weGovernment contracts are incorporated in Ireland, our U.S. federal practice operates under a separate agreementsubject to heightened reputational and contractual risks compared to contracts with the U.S. federalcommercial clients. For example, government in order to perform classified work for the U.S. government. We may be required by the government to amend the agreement from time to time, and we are currently in discussions with the U.S. government regarding proposed amendments. Depending on the outcome of those discussions, we might be required to adjust our current operations and/or incur additional costs in order to continue to perform certain services for the U.S. government, and we cannot predict at this time the total costs or whether the changes will adversely affect us.Government contracts and the proceedings surrounding them are often subject to more extensive scrutiny and publicity than contracts with commercial clients.publicity. Negative publicity, related to our government contracts, including an allegation of improper or illegal activity, regardless of its accuracy, may adversely affect our reputation.Terms and conditions of government contracts tend to be more onerous and are often more difficult to negotiate than those for commercial contracts. For example, government contracts often contain high or unlimited liability for breaches, less favorable payment terms, and sometimes require us to take on liability for the performance of third parties.
Legislative proposals remain under consideration or could be proposed in the future, which, if enacted, could limit or even prohibit our eligibility to be awarded state or federal government contracts in the United States in the future. Various U.S. federal and state legislative proposals have been introduced and/or enacted in recent years that deny government contracts to certain U.S. companies that reincorporate or have reincorporated outside the United States. While Accenture was not a U.S. company that reincorporated outside the United States, it is possible that these contract bans and other legislative proposals could be applied in a way to negatively affect Accenture.
clients. Our growth strategy focuses on responding to these types of developments by driving innovation for our core business as well as through new business initiatives beyond our core business that will enable us to differentiate our services and solutions. If we do not sufficiently invest in new technology and industry developments, or if we do not make the right strategic investments to respond to these developments and successfully drive innovation, our services and solutions, our results of operations, and our ability to develop and maintain a competitive advantage and continue to grow could be negatively affected.
infringement and attempting to extract settlements from large companies. If a claim of infringement were successful against us or our clients, an injunction might be ordered against our client or our own services or operations, causing further damages.
Our alliance relationships may not be successful or may change, which could adversely affect our results of operations.
We may not be successful at identifying, acquiring or integrating other businesses.
businesses or entering into joint ventures.
profitability. Over time, we have seen an improvement in general and administrative costs. Because of the significant steps taken in the past to reduce costs, we may not be able to continue to deliver efficiencies in our cost management, to the same degree as in the past. If we are not effective in reducing our operating costs in response to changes in demand or pricing, or if we are unable to absorb or pass on increases in the compensation of our employees by movingcontinuing to move more work to lower-cost locations or otherwise, our margins and results of operations could be materially adversely affected.
significant additional expense. Congressional proposals could change the definition of a U.S. person for
changes in macroeconomic or political factors unrelated to our business;
general or industry-specific market conditions or changes in financial markets;
announcements by us or competitors about developments in our business or prospects;
projections or speculation about our business or that of competitors by the media or investment analysts;
our ability to generate enough free cash flow to return cash to our shareholders at historical levels or levels expected by our shareholders; and
our failure to meet our growth and financial objectives, including with respect to our overall revenue growth and revenue growth for our priority emerging markets and earnings per share growth.
the business decisions of our clients to begin to curtail or reduce the use of our services, including in response to changes in macroeconomic or political conditions unrelated to our business or general market conditions;
periodic differences between our clients’ estimated and actual levels of business activity associated with ongoing work, as well as the stage of completion of existing projects and/or their termination or restructuring;
contract delivery inefficiencies, such as those due to poor delivery or changes in forecasts;
acquisition, integration and operational costs related to businesses acquired;
the introduction of new products or services by us, competitors or alliance partners;
changes in our pricing or competitors’ pricing;
our ability to manage costs, including those for our own or subcontracted personnel, travel, support services and severance;
our ability to limit and manage the incurrence of pre-contract costs, which must be expensed without corresponding revenues, which are then recognized in later periods without the corresponding costs;
currency exchange rate fluctuations;
changes in estimates, accruals or payments of variable compensation to our employees;
global, regional and local economic and political conditions and related risks, including acts of terrorism; and
seasonality, including number of workdays and holiday and summer vacations.
financial reporting that includes an assessment of the effectiveness of these controls. Internal control over financial reporting has inherent limitations, including human error, the possibility that controls could be circumvented or become inadequate because of changed conditions, and fraud. Because of these inherent limitations, internal control over financial reporting might not prevent or detect all misstatements or fraud. If we cannot maintain and execute adequate internal control over financial reporting or implement required new or improved controls that provide reasonable assurance of the reliability of the financial reporting and preparation of our financial statements for external use, we could suffer harm to our reputation, fail to meet our public reporting requirements on a timely basis, be unable to properly report on our business and our results of operations, or be required to restate our financial statements, and our results of operations, the market price of our securities and our ability to obtain new business could be materially adversely affected.
take advantage of opportunities, including more rapid expansion;
acquire other businesses or assets;
repurchase shares from our shareholders;
develop new services and solutions; or
respond to competitive pressures.
As previously reported, in April 2007, the U.S. Department of Justice intervened in a civil “qui tam” action previously filed under seal by two private individuals (“relators”) in the U.S. District Court for the Eastern District of Arkansas against Accenture and several of its indirect subsidiaries. The complaint as
amended alleged 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 contracts with the U.S. government and/or applicable law or regulations. Similar suits were brought against other companies in our industry. On September 9, 2011, we entered into an agreement to settle the lawsuit. Pursuant to the agreement, we agreed to pay the United States $63.675 million, in consideration for the release of all claims alleged by the government and the relators against us in the matter, and we expressly denied any wrongdoing. The relators will petition the court for attorneys fees and costs associated with the matter, and we expect to have to litigate the basis for and amounts of those fees and costs.
MINE SAFETY DISCLOSURES
Gianfranco Casati, 52,53, became our group chief executive—Products operating group in September 2006. From April 2002 to September 2006, Mr. Casati was managing director of the Products operating group’s Europe operating unit. He also served as Accenture’s country managing director for Italy and as chairman of our geographic council in its IGEM (Italy, Greece, emerging markets) region, supervising Accenture offices in Italy, Greece and several Eastern European countries. Mr. Casati has been with Accenture for 2728 years.
Stephen J. Rohleder, 54,55, became our group chief executive—Health & Public Service operating group in September 2009. From September 2004 to September 2009, Mr. Rohleder served as our chief operating officer. Prior to that, he was our group chief executive—Public Service operating group from March 2003 to September 2004. From March 2000 to March 2003, he was managing partner of our Public Service operating group in the United States. Mr. Rohleder has been with Accenture for 3031 years.
HR outsourcing group at Hewitt Associates from January 2005 to July 2006, and as president of the Americas region for Exult Inc. from June 2003 to October 2004 prior to Exult’s merger with Hewitt. Mr. Salvino was employed by Accenture from June 1987 until December 1992 and then again from October 1993 until June 2000 before rejoining in July 2006.
|
| Price Range | ||||||||
| High | Low | |||||||
Fiscal 2010 | ||||||||
First Quarter | $ | 41.07 | $ | 32.89 | ||||
Second Quarter | $ | 43.89 | $ | 39.55 | ||||
Third Quarter(1) | $ | 44.67 | $ | 38.75 | ||||
Fourth Quarter | $ | 41.13 | $ | 36.05 | ||||
Fiscal 2011 | ||||||||
First Quarter | $ | 45.97 | $ | 36.97 | ||||
Second Quarter | $ | 54.55 | $ | 43.24 | ||||
Third Quarter | $ | 58.21 | $ | 48.72 | ||||
Fourth Quarter | $ | 63.66 | $ | 47.40 | ||||
Fiscal 2012 | ||||||||
First Quarter (through October 11, 2011) | $ | 57.63 | $ | 48.55 | ||||
|
| Price Range | |||||||
| High | Low | ||||||
| Fiscal 2011 | |||||||
| First Quarter | $ | 45.97 | $ | 36.97 | |||
| Second Quarter | $ | 54.55 | $ | 43.24 | |||
| Third Quarter | $ | 58.21 | $ | 48.72 | |||
| Fourth Quarter | $ | 63.66 | $ | 47.40 | |||
| Fiscal 2012 | |||||||
| First Quarter | $ | 61.90 | $ | 48.55 | |||
| Second Quarter | $ | 60.20 | $ | 51.08 | |||
| Third Quarter | $ | 65.89 | $ | 56.21 | |||
| Fourth Quarter | $ | 61.98 | $ | 54.94 | |||
| Fiscal 2013 | |||||||
| First Quarter (through October 22, 2012) | $ | 71.79 | $ | 60.69 | |||
Prior to October 2009, Accenture declared and paid dividends on an annual basis.
In October 2009, we announced a move to declare and pay cash dividends on a semi-annual basis beginning in the third quarter of fiscal 2010. It is currently expected that any semi-annual dividend would be declared in September and March. On May 14, 2010, November 15, 2010 and May 13, 2011, we paid a cash dividend of $0.375, $0.45 and $0.45$0.675 per share, respectively, on our Class A ordinary shares and Accenture SCA paid a semi-annual cash dividend of $0.375, $0.45, $0.45, $0.675 and $0.45$0.675 per share, respectively, on its Class I common shares.
2012
.Ordinary Shares
Period | Total Number of Shares Purchased | Average Price Paid per Share(1) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2) | Approximate Dollar Value of Shares that May Yet Be Purchased Under Publicly Announced Plans or Programs(3) | ||||||||||||
| (in millions of U.S. dollars) | ||||||||||||||||
June 1, 2011—June 30, 2011 | ||||||||||||||||
Class A ordinary shares | 2,737,649 | $ | 55.73 | 2,723,500 | $ | 1,556 | ||||||||||
Class X ordinary shares | 662,453 | $ | 0.0000225 | — | — | |||||||||||
July 1, 2011—July 31, 2011 | ||||||||||||||||
Class A ordinary shares | 2,631,066 | $ | 60.83 | 1,808,130 | $ | 1,405 | ||||||||||
Class X ordinary shares | 1,045,998 | $ | 0.0000225 | — | — | |||||||||||
August 1, 2011—August 31, 2011 | ||||||||||||||||
Class A ordinary shares | 6,749,654 | $ | 53.27 | 6,740,184 | $ | 1,042 | ||||||||||
Class X ordinary shares | 412,354 | $ | 0.0000225 | — | — | |||||||||||
Total | ||||||||||||||||
Class A ordinary shares(4) | 12,118,369 | $ | 55.47 | 11,271,814 | ||||||||||||
Class X ordinary shares(5) | 2,120,805 | $ | 0.0000225 | — | ||||||||||||
| Period | Total Number of Shares Purchased | Average Price Paid per Share (1) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3) | ||||||||||
| (in millions of U.S. dollars) | ||||||||||||||
| June 1, 2012 — June 30, 2012 | ||||||||||||||
| Class A ordinary shares | 6,510,428 | $ | 57.57 | 6,494,500 | $ | 4,451 | ||||||||
| Class X ordinary shares | — | $ | — | — | — | |||||||||
| July 1, 2012 — July 31, 2012 | ||||||||||||||
| Class A ordinary shares | 3,845,197 | $ | 58.31 | 3,248,509 | $ | 4,240 | ||||||||
| Class X ordinary shares | 857,371 | $ | 0.0000225 | — | — | |||||||||
| August 1, 2012 — August 31, 2012 | ||||||||||||||
| Class A ordinary shares | 886,137 | $ | 60.32 | 664,680 | $ | 4,179 | ||||||||
| Class X ordinary shares | 769,130 | $ | 0.0000225 | — | — | |||||||||
| Total | ||||||||||||||
| Class A ordinary shares (4) | 11,241,762 | $ | 58.04 | 10,407,689 | ||||||||||
| Class X ordinary shares (5) | 1,626,501 | $ | 0.0000225 | — | ||||||||||
| (1) | Average price paid per share reflects the total cash outlay for the period, divided by the number of shares acquired, including those acquired by purchase or redemption for cash and any acquired by means of employee forfeiture. |
| (2) | Since August 2001, the Board of Directors of Accenture plc has authorized and periodically confirmed a publicly announced open-market share purchase program for acquiring Accenture plc Class A ordinary shares. During the fourth quarter of fiscal |
| (3) | As of August 31, |
| (4) | During the fourth quarter of fiscal |
| (5) | During the fourth quarter of fiscal |
Exchangeable Shares
Period | Total Number of Shares Purchased(1) | Average Price Paid per Share(2) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under Publicly Announced Plans or Programs(3) | ||||||||||||
| �� | (in millions of U.S. dollars) | |||||||||||||||
Accenture SCA | ||||||||||||||||
June 1, 2011—June 30, 2011 | ||||||||||||||||
Class I common shares | 216,053 | $ | 60.13 | — | — | |||||||||||
July 1, 2011—July 31, 2011 | ||||||||||||||||
Class I common shares | 587,001 | $ | 61.35 | — | — | |||||||||||
August 1, 2011—August 31, 2011 | ||||||||||||||||
Class I common shares | 58,555 | $ | 55.47 | — | — | |||||||||||
Total | ||||||||||||||||
Class I common shares | 861,609 | $ | 60.64 | — | — | |||||||||||
Accenture Canada Holdings Inc. | ||||||||||||||||
June 1, 2011—June 30, 2011 | ||||||||||||||||
Exchangeable shares | 8,400 | $ | 60.19 | — | — | |||||||||||
July 1, 2011—July 31, 2011 | ||||||||||||||||
Exchangeable shares | 85,000 | $ | 61.53 | — | — | |||||||||||
August 1, 2011—August 31, 2011 | ||||||||||||||||
Exchangeable shares | 12,000 | $ | 54.28 | — | — | |||||||||||
Total | ||||||||||||||||
Exchangeable shares | 105,400 | $ | 60.60 | — | — | |||||||||||
| Period | Total Number of Shares Purchased (1) | Average Price Paid per Share (2) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3) | |||||||||
| Accenture SCA | |||||||||||||
| June 1, 2012 — June 30, 2012 | |||||||||||||
| Class I common shares | — | $ | — | — | — | ||||||||
| July 1, 2012 — July 31, 2012 | |||||||||||||
| Class I common shares | 380,600 | $ | 59.52 | — | — | ||||||||
| August 1, 2012 — August 31, 2012 | |||||||||||||
| Class I common shares | 310,848 | $ | 61.28 | — | — | ||||||||
| Total | |||||||||||||
| Class I common shares | 691,448 | $ | 60.32 | — | — | ||||||||
| Accenture Canada Holdings Inc. | |||||||||||||
| June 1, 2012 — June 30, 2012 | |||||||||||||
| Exchangeable shares | — | $ | — | — | — | ||||||||
| July 1, 2012 — July 31, 2012 | |||||||||||||
| Exchangeable shares | — | $ | — | — | — | ||||||||
| August 1, 2012 — August 31, 2012 | |||||||||||||
| Exchangeable shares | 25,300 | $ | 61.04 | — | — | ||||||||
| Total | |||||||||||||
| Exchangeable shares | 25,300 | $ | 61.04 | — | — | ||||||||
| (1) | During the fourth quarter of fiscal |
| (2) | Average price paid per share reflects the total cash outlay for the period, divided by the number of shares acquired, including those acquired by purchase or redemption for cash and any acquired by means of employee forfeiture. |
| (3) | As of August 31, |
Income Statement Data: Revenues before reimbursements (“Net revenues”) Revenues Operating income Net income(2) Net income attributable to Accenture plc(2) Includes the impact of On September 1, 2009, the Company adopted guidance issued by the Earnings Per Class A Ordinary Share: Basic Diluted Dividends per ordinary share Balance Sheet Data: Cash and cash equivalents Total assets Long-term debt, net of current portion Accenture plc shareholders’ equity(1) In early fiscal 2010, we announced a move to declare and pay cash dividends on a semi-annual basis. During fiscal 2010, we paid a final annual cash dividend of $0.75 in addition to a transitional semi-annual cash dividend of $0.375. and for fiscal 2011, 2010 and 2009 are derived from the audited Consolidated Financial Statements and related Notes that are included elsewhere in this report. The data as of August 31, 2010, 2009 2008 and 20072008 and for fiscal 20082009 and 20072008 are derived from the audited Consolidated Financial Statements and related Notes that are not included in this report. The selected financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated Financial Statements and related Notes included elsewhere in this report. Fiscal 2011 2010 2009(1) 2008 2007 (in millions of U.S. dollars) $ 25,507 $ 21,551 $ 21,577 $ 23,387 $ 19,696 27,353 23,094 23,171 25,314 21,453 3,470 2,915 2,644 3,012 2,493 2,553 2,060 1,938 2,197 1,723 2,278 1,781 1,590 1,692 1,243 Fiscal 2012 2011 2010 2009 (1) 2008 (in millions of U.S. dollars) Income Statement Data: Revenues before reimbursements (“Net revenues”) $ 27,862 $ 25,507 $ 21,551 $ 21,577 $ 23,387 Revenues 29,778 27,353 23,094 23,171 25,314 Operating income 3,872 3,470 2,915 2,644 3,012 Net income (2) 2,825 2,553 2,060 1,938 2,197 Net income attributable to Accenture plc (2) 2,554 2,278 1,781 1,590 1,692 (1) the$253 million in restructuring costs recorded in the fourth quarter ofduring fiscal 2009. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations for Fiscal 2010 Compared to Fiscal 2009—Reorganization and Restructuring Costs, net.”(2) FASBFinancial Accounting Standards Board (“FASB”) on noncontrolling interests. 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. Prior to fiscal 2010, Net income was referred to as Income before minority interest and Net income attributable to Accenture plc was referred to as Net income. Fiscal 2011 2010 2009 2008 2007 $ 3.53 $ 2.79 $ 2.55 $ 2.77 $ 2.06 3.40 2.66 2.44 2.64 1.97 0.90 1.125 0.50 0.42 0.35 As of August 31, 2011 2010 2009 2008 2007 (in millions of U.S. dollars) $ 5,701 $ 4,838 $ 4,542 $ 3,603 $ 3,314 15,732 12,835 12,256 12,399 10,747 — 1 — 2 3 3,879 2,836 2,835 2,424 1,975 Fiscal 2012 2011 2010 (1) 2009 2008 Earnings Per Class A Ordinary Share: Basic $ 3.97 $ 3.53 $ 2.79 $ 2.55 $ 2.77 Diluted (2) 3.84 3.39 2.66 2.44 2.64 Dividends per ordinary share 1.35 0.90 1.125 0.50 0.42 (1) (2) Diluted earnings per share amounts have been restated to reflect the impact of the issuance of additional restricted share units to holders of restricted share units in connection with the fiscal 2012 payment of cash dividends. This restatement resulted in a one cent decrease in diluted earnings per share from $3.40 to $3.39 for fiscal 2011. As of August 31, 2012 2011 2010 2009 2008 (in millions of U.S. dollars) Balance Sheet Data: Cash and cash equivalents $ 6,641 $ 5,701 $ 4,838 $ 4,542 $ 3,603 Total assets 16,665 15,732 12,835 12,256 12,399 Long-term debt, net of current portion — — 1 — 2 Accenture plc shareholders’ equity (1) 4,146 3,879 2,836 2,835 2,424 (1) On September 1, 2009, the Company adopted guidance issued by the FASB on noncontrolling interests. 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.
29 Table of Contents |
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Our results of operations can be affected by economic conditions, including macroeconomic conditions, credit market conditions and levels of business confidence.
Revenues before reimbursements (“net revenues”) for the fourth quarter
business, offset by lower growth or declines in other areas, particularly in consulting and in Europe.
We are also experiencing growing demand for our services in emerging technologies, including analytics, cloud computing and mobility. Compared to
fiscalcould be adversely affected if we are unable toto: keep our supply of skills and resources in balance with clientchanges in the types or amounts of services clients are demanding, such as the increase in demand mobilizefor various outsourcing services or a decrease in demand due to U.S. government spending reductions; deploy our employees globally on a timely basis,basis; manage attrition,attrition; recover increases in compensationcompensation; and/or effectively assimilate and utilize new employees.
contract profitability.
Contract losses are determined to be the amount by which the estimated total direct and indirect costs of the contract exceed the estimated total revenues that will be generated by the contract and are included in Cost of services and classified in Other accrued liabilities.
Contract acquisition and origination costs are expensed as incurred.
delivery of another element. The selling price of each element is determined by obtaining the vendor-specific objective evidence (“VSOE”) of fair value of each element. VSOE of fair value is based on the price charged when the element is sold separately by the Company on a regular basis and not as part of a contract with multiple elements. If the amount of non-contingent revenues allocated to a delivered element accounted for under the percentage-of-completion method of accounting is less than the costs to deliver such services, then such costs are deferred and recognized in future periods when the revenues become non-contingent. Revenues are recognized in accordance with our accounting policies for the separate elements when the services have value on a stand-alone basis, selling price of the separate elements exists and, in arrangements that include a general right of refund relative to the delivered element, performance of the undelivered element is considered probable and substantially in our control. While determining fair value and identifying separate elements require judgment, generally fair value and the separate elements are readily identifiable as we also sell those elements unaccompanied by other elements.
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.
2011
| Fiscal | Percent Increase U.S. dollars | Percent Increase Local Currency | Percent of Total Net Revenues for Fiscal | |||||||||||||||||||||
| 2011 | 2010 | 2011 | 2010 | |||||||||||||||||||||
| (in millions of U.S. dollars) | ||||||||||||||||||||||||
OPERATING GROUPS | ||||||||||||||||||||||||
Communications & High Tech | $ | 5,434 | $ | 4,612 | 18 | % | 14 | % | 22 | % | 21 | % | ||||||||||||
Financial Services | 5,381 | 4,446 | 21 | 18 | 21 | 21 | ||||||||||||||||||
Health & Public Service | 3,861 | 3,581 | 8 | 7 | 15 | 17 | ||||||||||||||||||
Products | 5,931 | 4,985 | 19 | 16 | 23 | 23 | ||||||||||||||||||
Resources | 4,882 | 3,911 | 25 | 21 | 19 | 18 | ||||||||||||||||||
Other | 18 | 15 | n/m | n/m | — | — | ||||||||||||||||||
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TOTAL NET REVENUES(1) | 25,507 | 21,551 | 18 | % | 15 | % | 100 | % | 100 | % | ||||||||||||||
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Reimbursements | 1,846 | 1,544 | 20 | |||||||||||||||||||||
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TOTAL REVENUES(1) | $ | 27,353 | $ | 23,094 | 18 | % | ||||||||||||||||||
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GEOGRAPHIC REGIONS | ||||||||||||||||||||||||
Americas | $ | 11,271 | $ | 9,465 | 19 | % | 17 | % | 44 | % | 44 | % | ||||||||||||
EMEA(2) | 10,854 | 9,583 | 13 | 11 | 43 | 44 | ||||||||||||||||||
Asia Pacific | 3,383 | 2,502 | 35 | 23 | 13 | 12 | ||||||||||||||||||
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TOTAL NET REVENUES(1) | $ | 25,507 | $ | 21,551 | 18 | % | 15 | % | 100 | % | 100 | % | ||||||||||||
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TYPE OF WORK | ||||||||||||||||||||||||
Consulting | $ | 14,924 | $ | 12,371 | 21 | % | 17 | % | 59 | % | 57 | % | ||||||||||||
Outsourcing | 10,583 | 9,179 | 15 | 13 | 41 | 43 | ||||||||||||||||||
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TOTAL NET REVENUES(1) | $ | 25,507 | $ | 21,551 | 18 | % | 15 | % | 100 | % | 100 | % | ||||||||||||
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| Fiscal | Percent Increase U.S. Dollars | Percent Increase Local Currency | Percent of Total Net Revenues for Fiscal | ||||||||||||||||
| 2012 | 2011 | 2012 | 2011 | ||||||||||||||||
| (in millions of U.S. dollars) | |||||||||||||||||||
| OPERATING GROUPS | |||||||||||||||||||
| Communications, Media & Technology (1) | $ | 5,907 | $ | 5,434 | 9 | % | 11 | % | 21 | % | 22 | % | |||||||
| Financial Services | 5,843 | 5,381 | 9 | 11 | 21 | 21 | |||||||||||||
| Health & Public Service | 4,256 | 3,861 | 10 | 11 | 15 | 15 | |||||||||||||
| Products | 6,563 | 5,931 | 11 | 13 | 24 | 23 | |||||||||||||
| Resources | 5,275 | 4,882 | 8 | 10 | 19 | 19 | |||||||||||||
| Other | 19 | 18 | n/m | n/m | — | — | |||||||||||||
| TOTAL NET REVENUES (2) | 27,862 | 25,507 | 9 | % | 11 | % | 100 | % | 100 | % | |||||||||
| Reimbursements | 1,916 | 1,846 | 4 | ||||||||||||||||
| TOTAL REVENUES | $ | 29,778 | $ | 27,353 | 9 | % | |||||||||||||
| GEOGRAPHIC REGIONS | |||||||||||||||||||
| Americas | $ | 12,523 | $ | 11,271 | 11 | % | 13 | % | 45 | % | 44 | % | |||||||
| EMEA (3) | 11,296 | 10,854 | 4 | 8 | 41 | 43 | |||||||||||||
| Asia Pacific | 4,043 | 3,383 | 20 | 18 | 14 | 13 | |||||||||||||
| TOTAL NET REVENUES (2) | $ | 27,862 | $ | 25,507 | 9 | % | 11 | % | 100 | % | 100 | % | |||||||
| TYPE OF WORK | |||||||||||||||||||
| Consulting | $ | 15,562 | $ | 14,924 | 4 | % | 6 | % | 56 | % | 59 | % | |||||||
| Outsourcing | 12,300 | 10,583 | 16 | 19 | 44 | 41 | |||||||||||||
| TOTAL NET REVENUES | $ | 27,862 | $ | 25,507 | 9 | % | 11 | % | 100 | % | 100 | % | |||||||
| (1) | On September 1, 2011, the Company renamed the Communications & High Tech operating group to Communications, Media & Technology. No amounts have been reclassified in any period in connection with this name change. |
| (2) | May not total due to rounding. |
| (3) | EMEA includes Europe, Middle East and Africa. |
| Fiscal | ||||||||||||
| 2011 | 2010 | 2009 | ||||||||||
United States | 35 | % | 36 | % | 36 | % | ||||||
United Kingdom | 10 | 10 | 10 | |||||||||
| Fiscal | ||||||||
| 2012 | 2011 | 2010 | ||||||
| United States | 36 | % | 35 | % | 36 | % | ||
| United Kingdom | 9 | 10 | 10 | |||||
fiscal 2012. All five of our operating groups experienced double-digit year-over-year outsourcing revenue growth in local currency during fiscal 2012. Consulting revenue growth in local currency moderated significantly during the second half of fiscal 2012 compared to the first half of fiscal 2012. While Health & Public Service experienced strong growth in consulting revenues in local currency during fiscal 2012, year-over-year consulting revenue growth in local currency either moderated or declined for all other operating groups in the second half of fiscal 2012.
| Fiscal | |||||||||||||||||
| 2012 | 2011 | ||||||||||||||||
| Operating Income | Operating Margin | Operating Income | Operating Margin | Increase (Decrease) (1) | |||||||||||||
| (in millions of U.S. dollars) | |||||||||||||||||
| Communications, Media & Technology (2) | $ | 845 | 14 | % | $ | 728 | 13 | % | $ | 118 | |||||||
| Financial Services | 810 | 14 | 898 | 17 | (89 | ) | |||||||||||
| Health & Public Service | 376 | 9 | 318 | 8 | 58 | ||||||||||||
| Products | 864 | 13 | 680 | 11 | 184 | ||||||||||||
| Resources | 977 | 19 | 846 | 17 | 130 | ||||||||||||
| Total | $ | 3,872 | 13.9 | % | $ | 3,470 | 13.6 | % | $ | 401 | |||||||
| (1) | May not total due to rounding. |
| (2) | On September 1, 2011, the Company renamed the Communications & High Tech operating group to Communications, Media & Technology. No amounts have been reclassified in any period in connection with this name change. |
| Fiscal | Percent Increase U.S. dollars | Percent Increase Local Currency | Percent of Total Net Revenues for Fiscal | ||||||||||||||||
| 2011 | 2010 | 2011 | 2010 | ||||||||||||||||
| (in millions of U.S. dollars) | |||||||||||||||||||
| OPERATING GROUPS | |||||||||||||||||||
| Communications, Media & Technology (1) | $ | 5,434 | $ | 4,612 | 18 | % | 14 | % | 22 | % | 21 | % | |||||||
| Financial Services | 5,381 | 4,446 | 21 | 18 | 21 | 21 | |||||||||||||
| Health & Public Service | 3,861 | 3,581 | 8 | 7 | 15 | 17 | |||||||||||||
| Products | 5,931 | 4,985 | 19 | 16 | 23 | 23 | |||||||||||||
| Resources | 4,882 | 3,911 | 25 | 21 | 19 | 18 | |||||||||||||
| Other | 18 | 15 | n/m | n/m | — | — | |||||||||||||
| TOTAL NET REVENUES (2) | 25,507 | 21,551 | 18 | % | 15 | % | 100 | % | 100 | % | |||||||||
| Reimbursements | 1,846 | 1,544 | 20 | ||||||||||||||||
| TOTAL REVENUES (2) | $ | 27,353 | $ | 23,094 | 18 | % | |||||||||||||
| GEOGRAPHIC REGIONS | |||||||||||||||||||
| Americas | $ | 11,271 | $ | 9,465 | 19 | % | 17 | % | 44 | % | 44 | % | |||||||
| EMEA | 10,854 | 9,583 | 13 | 11 | 43 | 44 | |||||||||||||
| Asia Pacific | 3,383 | 2,502 | 35 | 23 | 13 | 12 | |||||||||||||
| TOTAL NET REVENUES (2) | $ | 25,507 | $ | 21,551 | 18 | % | 15 | % | 100 | % | 100 | % | |||||||
| TYPE OF WORK | |||||||||||||||||||
| Consulting | $ | 14,924 | $ | 12,371 | 21 | % | 17 | % | 59 | % | 57 | % | |||||||
| Outsourcing | 10,583 | 9,179 | 15 | 13 | 41 | 43 | |||||||||||||
| TOTAL NET REVENUES (2) | $ | 25,507 | $ | 21,551 | 18 | % | 15 | % | 100 | % | 100 | % | |||||||
| (1) | On September 1, 2011, the Company renamed the Communications & High Tech operating group to Communications, Media & Technology. No amounts have been reclassified in any period in connection with this name change. |
| (2) | May not total due to rounding. |
Communications, Media & High TechTechnology net revenues increased 14% in local currency. Consulting revenues reflected strong growth, driven by growth across all geographic regions and industry groups, with the exception of Electronics & High Tech in Asia Pacific. Outsourcing revenues reflected very strong growth, driven by growth across all geographic regions and industry groups, with the exception of Electronics & High Tech in EMEA.
Financial Services net revenues increased 18% in local currency. Consulting revenues reflected very strong growth, driven by growth in Banking and Insurance in EMEA and all industry groups in Americas, partially offset by a decline in Banking in Asia Pacific. Outsourcing revenues reflected significant growth, driven by growth across all geographic regions and industry groups, led by Americas and EMEA.
Health & Public Service net revenues increased 7% in local currency. Consulting revenues reflected growth in Americas and Asia Pacific, with significant growth in Health, partially offset by a decline in Public Service in EMEA. The increase in consulting revenues was significantly impacted by a delivery inefficiency on a consulting contract in Public Service in Americas in fiscal 2010, which negatively affected revenues in that period. Outsourcing revenues increased due to growth in Americas, partially offset by a decrease in Public Service in EMEA and Asia Pacific. Outsourcing revenues
Products net revenues increased 16% in local currency. Consulting revenues reflected significant growth, driven by growth across all geographic regions and industry groups, led by Consumer Goods & Services and Automotive. Outsourcing revenues increased, driven by growth across all geographic regions and most industry groups, led by Retail in Americas and Asia Pacific and Air, Freight & Travel Services in Americas and EMEA.
Resources net revenues increased 21% in local currency. Consulting revenues reflected very significant growth, driven by growth across all geographic regions and industry groups, led by Natural Resources and Energy. Outsourcing revenues increased, driven by growth in Energy and Natural Resources in Americas and Utilities and Energy in EMEA. Lower client demand for outsourcing services resulted in moderation of outsourcing revenue growth in the fourth quarter of fiscal 2011 and a shift in the mix of work towards consulting. This trend is expected to continue for the near term.
Americas net revenues increased 17% in local currency, led by the United States, Brazil and Canada. EMEA net revenues increased 11% in local currency, driven by growth in local currency in most countries, led by the United Kingdom, France, Germany, Italy, South Africa and Switzerland.
Asia Pacific net revenues increased 23% in local currency, led by Japan, Australia, Singapore, China and India.
Communications & High Tech Financial Services Health & Public Service Products Resources Total Communications & High Tech operating income increased, primarily due to revenue growth, partially offset by lower contract profitability. Financial Services operating income increased, primarily due to very strong revenue growth, partially offset by lower outsourcing contract profitability. Health & Public Service operating income increased due to revenue growth, including revenues recognized upon favorable resolution of billing holdbacks on certain contracts with United States government agencies, partially offset by lower outsourcing contract profitability. Fiscal 2010 operating income included the negative impact of inefficient delivery on a few consulting contracts in Public Service. Products operating income increased, primarily driven by revenue growth, partially offset by lower contract profitability. Products operating results in both periods were also impacted by expected lower margins on certain contracts. Resources operating income increased, primarily driven by significant consulting revenue growth. OPERATING GROUPS Communications & High Tech Financial Services Health & Public Service Products Resources Other TOTAL NET REVENUES(1) Reimbursements TOTAL REVENUES(1) GEOGRAPHIC REGIONS Americas EMEA(2) Asia Pacific TOTAL NET REVENUES(1) TYPE OF WORK Consulting Outsourcing TOTAL NET REVENUES(1) includesincluded the impact of higher recruiting and training costs from the addition of a large number of new employees to meet demand. Fiscal Increase(1) 2011 2010 Operating
Income Operating
Margin Operating
Income Operating
Margin (in millions of U.S. dollars) $ 728 13 % $ 615 13 % $ 113 898 17 772 17 126 318 8 287 8 32 680 11 592 12 88 846 17 649 17 197 $ 3,470 13.6 % $ 2,915 13.5 % $ 556 Fiscal Increase (1) 2011 2010 (in millions of U.S. dollars) Communications, Media & Technology (2) $ 728 13 % $ 615 13 % $ 113 Financial Services 898 17 772 17 126 Health & Public Service 318 8 287 8 32 Products 680 11 592 12 88 Resources 846 17 649 17 197 Total $ 3,470 13.6 % $ 2,915 13.5 % $ 556 (1)May not total due to rounding. We estimate that the aggregate percentage impact of foreign currency exchange rates on our Operating income during(2) On September 1, 2011, the Company renamed the Communications & High Tech operating group to Communications, Media & Technology. No amounts have been reclassified in any period in connection with this name change. was similar to that disclosed for Net revenues. During fiscal 2011,the results of each operating group benefited from our management of general and administrative costs at a growth rate lower than that of our net revenues, as well as a reduction in the bad debt reserve. In addition, in fiscal 2011 each operating group experienced higher recruiting and training costs from the addition of a large number of new employees to meet demand and recorded a portion of the $75 million provision for litigation matters. The commentary below provides additional insight into operating group performance and operating margin for fiscal 2011, compared with fiscal 2010, exclusive of these impacts.impactimpacted our geographic mix of income, partially offset by a net increase in reserves related to ongoing tax audits.$3.40$3.39 for fiscal 2011, compared with $2.66 for fiscal 2010. The $0.74$0.73 increase in our earnings per share was due to increases of $0.42 from higher revenues and operating results in local currency, $0.11$0.10 from lower weighted average shares outstanding, $0.09 from a lower effective tax rate, $0.08 from favorable foreign currency exchange rates and $0.04 from higher non-operating income, compared with fiscal 2010. Diluted earnings per share amounts have been restated to reflect the impact of the issuance of additional restricted share units to holders of restricted share units in connection with the fiscal 2012 payment of cash dividends. This restatement resulted in a one cent decrease in diluted earnings per share from $3.40 to $3.39 for fiscal 2011. For information regarding our earnings per share calculations, see Note 2 (Earnings Per Share) to our Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”Results of Operations for Fiscal 2010 Compared to Fiscal 2009Net revenues (by operating group, geographic region and type of work) and reimbursements were as follows: Fiscal Percent
(Decrease)
Increase
U.S.
dollars Percent
(Decrease)
Increase
Local
Currency Percent of Total
Net Revenues
for Fiscal 2010 2009 2010 2009 (in millions of U.S. dollars) $ 4,612 $ 4,831 (5 %) (7 %) 21 % 22 % 4,446 4,323 3 1 21 20 3,581 3,662 (2 ) (4 ) 17 17 4,985 4,853 3 1 23 23 3,911 3,880 1 (2 ) 18 18 15 29 n/m n/m — — 21,551 21,577 — (2 %) 100 % 100 % 1,544 1,594 (3 %) $ 23,094 $ 23,171 — $ 9,465 $ 9,403 1 % (1 %) 44 % 44 % 9,583 9,904 (3 ) (4 ) 44 46 2,502 2,270 10 1 12 10 $ 21,551 $ 21,577 — (2 %) 100 % 100 % $ 12,371 $ 12,556 (1 %) (4 %) 57 % 58 % 9,179 9,021 2 — 43 42 $ 21,551 $ 21,577 — (2 %) 100 % 100 % n/m = not meaningful(1)May not total due to rounding.(2)EMEA includes Europe, Middle East and Africa.Net RevenuesThe following net revenues commentary discusses local currency net revenues changes in aggregate for fiscal 2010 compared to fiscal 2009:Operating GroupsCommunications & High Tech net revenues decreased 7% in local currency. Consulting revenues declined significantly in local currency, primarily due to declines across all industry groups in EMEA and Asia Pacific. While the fiscal 2010 consulting revenues reflected a decline, strong year-over-year growth in the fourth quarter partially offset revenue declines in the first three quarters of fiscal 2010. The consulting revenue decline reflected some clients continuing to seek flexibility by shifting to a more phased approach to contracting work and focusing on managingthe scope of existing projects. Outsourcing revenues declined modestly in local currency, primarily due to a significant decline in Communications in Americas, partially offset by growth in Electronics & High Tech in Americas and Asia Pacific and Media & Entertainment in EMEA and Americas. Client strategy changes, which began in fiscal 2009, particularly in Communications, resulted in a number of contract modifications, which had a negative impact on outsourcing revenues during fiscal 2010.Financial Services net revenues increased 1% in local currency. Year-over-year growth in the second half of fiscal 2010 more than offset revenue declines in the first half of fiscal 2010. Consulting revenues increased in local currency, primarily driven by growth in Banking across all geographic regions and Capital Markets in EMEA and Asia Pacific, partially offset by declines in Insurance in EMEA and Americas. Outsourcing revenues declined significantly in local currency, primarily due to declines in Banking in EMEA and Americas, partially offset by growth in Insurance in EMEA. Modest year-over-year outsourcing growth in the fourth quarter partially offset revenue declines in the first three quarters of fiscal 2010. Client consolidations and strategy changes that resulted in contract terminations in fiscal 2009 had a negative impact on our outsourcing revenue in fiscal 2010.Health & Public Service net revenues declined 4% in local currency. Consulting revenues declined in local currency, primarily due to a decline in Public Service in Americas, principally due to the impact of inefficient delivery on a contract, and declines in Health in Americas and EMEA and Public Service in Asia Pacific. Outsourcing revenues increased modestly in local currency, primarily driven by growth in Americas in Health and Public Service. In addition, the growing uncertainty and challenges in the public sector, particularly in the United States and the United Kingdom and several other countries in Europe, continued to have a significant impact on demand in our public service business throughout the world. The uncertainty of the economic situation resulted 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.Products net revenues increased 1% in local currency. Year-over-year growth in the second half of fiscal 2010 more than offset revenue declines in the first half of fiscal 2010. Consulting revenues declined modestly in local currency, primarily due to declines in EMEA and Americas across all industry groups except Consumer Goods & Services, which experienced significant growth in Americas. Consulting revenues 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 in local currency, primarily driven by growth across all geographic regions and across all industry groups except Retail in Americas and Asia Pacific.Resources net revenues decreased 2% in local currency. While the fiscal 2010 net revenues reflected a decline, year-over-year growth in the second half of fiscal 2010 partially offset revenue declines in the first half of fiscal 2010. Consulting revenues declined modestly in local currency, primarily due to declines in EMEA across all industry groups and in Utilities in Americas and Asia Pacific, partially offset by growth in Energy in Americas. 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 increased modestly in local currency, primarily driven by growth in Energy in Americas and Natural Resources in Asia Pacific, partially offset by declines in Utilities and Chemicals in Americas.
Geographic Regions
Americas net revenues decreased 1% in local currency. While the fiscal 2010 net revenues reflected a decline, year-over-year growth in the second half of fiscal 2010, particularly in the United States, partially offset revenue declines in the first half of fiscal 2010. We experienced declines in local currency across most countries in Americas, principally due to decreases in the United States and Brazil.
EMEA net revenues decreased 4% in local currency. While the fiscal 2010 net revenues reflected a decline, year-over-year growth in the fourth quarter of fiscal 2010 partially offset revenue declines in the first three quarters of fiscal 2010. We experienced declines in local currency across many countries in EMEA, principally due to decreases in the Netherlands, Germany, Spain, Italy and France. These declines were partially offset by growth in several countries, led by the United Kingdom.
Asia Pacific net revenues increased 1% in local currency. Year-over-year growth in the second half of fiscal 2010 more than offset revenue declines in the first half of fiscal 2010. Growth in local currency was principally driven by our business in Singapore and Malaysia, partially offset by declines in Australia and Japan.
Operating Expenses
Operating expenses for fiscal 2010 were $20,179 million, a decrease of $348 million, or 2%, from fiscal 2009, and decreased as a percentage of revenues to 87.4% from 88.6% during this period. Operating expenses before reimbursable expenses for fiscal 2010 were $18,636 million, a decrease of $297 million, or 2%, from fiscal 2009, and decreased as a percentage of net revenues to 86.5% from 87.7% during this period.
Cost of Services
Cost of services for fiscal 2010 was $15,843 million, a decrease of $487 million, or 3%, from fiscal 2009, and decreased as a percentage of revenues to 68.6% from 70.5% during this period. Cost of services before reimbursable expenses for fiscal 2010 was $14,300 million, a decrease of $436 million, or 3%, from fiscal 2009, and decreased as a percentage of net revenues to 66.4% from 68.3% during this period. Gross margin for fiscal 2010 increased to 33.6% from 31.7% during this period. The primary driver for the increase in gross margin for 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.
Sales and Marketing
Sales and marketing expense for fiscal 2010 was $2,658 million, an increase of $499 million, or 23%, over fiscal 2009, and increased as a percentage of net revenues to 12.3% from 10.0% during this period. The increase as a percentage of net revenues was primarily driven by 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.
General and Administrative Costs
General and administrative costs for fiscal 2010 were $1,668 million, a decrease of $120 million, or 7%, from fiscal 2009, and decreased as a percentage of net revenues to 7.7% from 8.3% during this period. The decrease as a percentage of net revenues was primarily due to the $72 million bad debt provision recorded in the first quarter of fiscal 2009, as well as expense savings resulting from the global consolidation of office space in fiscal 2009.
Reorganization and Restructuring Costs, net
We recorded net reorganization costs of $10 million for fiscal 2010, compared with net reorganization benefits of $3 million for fiscal 2009. In fiscal 2001, we accrued reorganization liabilities in connection with our transition to a corporate structure. For additional information, refer to Note 3 (Reorganization and Restructuring Costs, net) to our Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”
We recorded restructuring costs of $253 million in the fourth quarter of fiscal 2009. These costs included $111 million related to global consolidation of our office space and $142 million related to realignment of our workforce, primarily at the senior-executive level, to reset our cost structure and better align our organization for the future.
Operating Income and Operating Margin
Operating income for fiscal 2010 was $2,915 million, an increase of $271 million, or 10%, over fiscal 2009, and increased as percentage of net revenues to 13.5% from 12.3% during this period. The restructuring costs of $253 million recorded in the fourth quarter of fiscal 2009 reduced Operating margin by 110 basis points for fiscal 2009. Excluding the effects of the restructuring costs in fiscal 2009, Operating income as a percentage of net revenues for fiscal 2010 increased 10 basis points compared with fiscal 2009. Operating income and operating margin for each of the operating groups were as follows:
| Fiscal | Increase (Decrease) | |||||||||||||||||||
| 2010 | 2009 | |||||||||||||||||||
| Operating Income | Operating Margin | Operating Income | Operating Margin | |||||||||||||||||
| (in millions of U.S. dollars) | ||||||||||||||||||||
Communications & High Tech | $ | 615 | 13 | % | $ | 608 | 13 | % | $ | 7 | ||||||||||
Financial Services | 772 | 17 | 467 | 11 | 305 | |||||||||||||||
Health & Public Service | 287 | 8 | 480 | 13 | (193 | ) | ||||||||||||||
Products | 592 | 12 | 531 | 11 | 61 | |||||||||||||||
Resources | 649 | 17 | 558 | 14 | 91 | |||||||||||||||
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Total | $ | 2,915 | 13.5 | % | $ | 2,644 | 12.3 | % | $ | 271 | ||||||||||
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Operating Income and Operating Margin Excluding Restructuring Costs (Non-GAAP)
FY10 Operating Income as Reported (GAAP) compared to
FY09 Operating Income Excluding Restructuring Costs (Non-GAAP)
| Fiscal | (Decrease) Increase(1) | |||||||||||||||||||||||
| 2010 | 2009 | |||||||||||||||||||||||
| Operating Income | Operating Margin | Restructuring Costs(2) | Operating Income Excluding Restructuring Costs | Operating Margin | ||||||||||||||||||||
| (in millions of U.S. dollars) | ||||||||||||||||||||||||
Communications & High Tech | $ | 615 | 13 | % | $ | 49 | $ | 657 | 14 | % | $ | (42 | ) | |||||||||||
Financial Services | 772 | 17 | 53 | 521 | 12 | 252 | ||||||||||||||||||
Health & Public Service | 287 | 8 | 46 | 525 | 14 | (239 | ) | |||||||||||||||||
Products | 592 | 12 | 58 | 589 | 12 | 3 | ||||||||||||||||||
Resources | 649 | 17 | 46 | 604 | 16 | 45 | ||||||||||||||||||
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Total(1) | $ | 2,915 | 13.5 | % | $ | 253 | $ | 2,896 | 13.4 | % | $ | 18 | ||||||||||||
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We estimate that the aggregate percentage impact of foreign currency exchange rates on our Operating income during fiscal 2010 was similar to that disclosed for Net revenues. In fiscal 2009, each operating group recorded a portion of the $72 million bad debt provision recorded in the first quarter and the $253 million restructuring cost recorded in the fourth quarter. Additionally, in fiscal 2010, each operating group experienced expense savings resulting from the global consolation of office space in fiscal 2009. See “—General and Administrative Costs” and “—Reorganization and Restructuring Costs, net.” The commentary below provides additional insight into operating group performance and operating margin for fiscal 2010, compared with fiscal 2009, exclusive of foreign currency exchange rates, bad debt provision and restructuring cost impacts.
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 profitability.
Financial Services operating income increased, primarily driven by consulting revenue growth, improved utilization and outsourcing contract profitability, partially offset by a decline related to lower outsourcing revenues.
Health & Public Service operating income decreased, primarily due to inefficient delivery on a few consulting contracts, higher selling costs as a percentage of net revenues and lower consulting contract profitability. In addition, fiscal 2009 results were favorably impacted by the resolution of a contract termination.
Products operating income was flat, as an increase related to higher outsourcing revenues was offset by a decline related to lower consulting revenues, lower consulting contract profitability and higher selling costs as a percentage of net revenues.
Resources operating income increased, primarily driven by improved utilization, partially offset by a decline related to lower consulting revenues.
Interest Income
Interest income was $30 million in fiscal 2010, a decrease of $20 million, or 40%, from fiscal 2009. The decrease was primarily due to lower interest rates.
Other Expense, net
Other expense, net was $16 million in fiscal 2010, an increase of $12 million over fiscal 2009. The change was driven by higher net foreign currency exchange losses during fiscal 2010.
Provision for Income Taxes
The effective tax rates for fiscal 2010 and 2009 were 29.3% and 27.6%, respectively. The effective tax rate increased in fiscal 2010 primarily as a result of lower benefits related to adjustments to prior-year tax liabilities in fiscal 2010 compared with fiscal 2009, partially offset by changes in the geographic distribution of income.
Net Income Attributable to Noncontrolling Interests
Net income attributable to noncontrolling interests was $280 million in fiscal 2010, a decrease of $68 million, or 20%, from 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 fiscal 2010 from 17% for fiscal 2009.
Earnings Per Share
Diluted earnings per share were $2.66 for fiscal 2010, compared with $2.44 for fiscal 2009. The $0.22 increase in fiscal 2010 earnings per share compared with fiscal 2009 earnings per share was primarily due to the following: a $0.24 increase reflecting the impact of the restructuring charge recorded in the fourth quarter of fiscal 2009; a $0.07 increase from a lower share count; and a $0.06 increase from favorable foreign exchange rates. These increases were partially offset by the following: a $0.04 decrease from lower revenue and operating income in local currency; a $0.01 decrease from lower reorganization benefits; a $0.03 decrease from lower non-operating items; and a $0.07 decrease from a higher effective income tax rate. For information regarding our earnings per share calculations, see Note 2 (Earnings Per Share) to our Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”
Liquidity and Capital Resources
facilitate purchases, redemptions and exchanges of shares and pay dividends;
acquire complementary businesses or technologies;
develop new services and solutions; or
facilitate purchases, redemptions and exchanges of Accenture shares.
As of August 31, 2011,2012, cash and cash equivalents was $5.7$6.6 billion, compared with $4.8$5.7 billion as of August 31, 2010.
2011.
| Fiscal | ||||||||||||||||
| 2011 | 2010 | 2009 | 2011 to 2010 Change(1) | |||||||||||||
| (in millions of U.S. dollars) | ||||||||||||||||
Net cash provided by (used in): | ||||||||||||||||
Operating activities | $ | 3,442 | $ | 3,092 | $ | 3,160 | $ | 350 | ||||||||
Investing activities | (703 | ) | (274 | ) | (245 | ) | (430 | ) | ||||||||
Financing activities | (2,122 | ) | (2,429 | ) | (1,850 | ) | 308 | |||||||||
Effect of exchange rate changes on cash and cash equivalents | 246 | (92 | ) | (126 | ) | 338 | ||||||||||
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Net increase in cash and cash equivalents | $ | 863 | $ | 297 | $ | 939 | $ | 566 | ||||||||
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| 2012 | 2011 | 2010 | 2012 to 2011 Change (1) | ||||||||||||
| (in millions of U.S. dollars) | |||||||||||||||
| Net cash provided by (used in): | |||||||||||||||
| Operating activities | $ | 4,257 | $ | 3,442 | $ | 3,092 | $ | 815 | |||||||
| Investing activities | (535 | ) | (703 | ) | (274 | ) | 168 | ||||||||
| Financing activities | (2,559 | ) | (2,122 | ) | (2,429 | ) | (437 | ) | |||||||
| Effect of exchange rate changes on cash and cash equivalents | (223 | ) | 246 | (92 | ) | (469 | ) | ||||||||
| Net increase in cash and cash equivalents (1) | $ | 939 | $ | 863 | $ | 297 | $ | 77 | |||||||
| (1) | May not total due to rounding. |
| Facility Amount | Borrowings Under Facilities | |||||||
| (in millions of U.S. dollars) | ||||||||
Syndicated loan facility(1) | $ | 1,200 | $ | — | ||||
Separate, uncommitted, unsecured multicurrency revolving credit facilities(2) | 480 | — | ||||||
Local guaranteed and non-guaranteed lines of credit(3) | 169 | — | ||||||
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Total | $ | 1,849 | $ | — | ||||
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| Facility Amount | Borrowings Under Facilities | ||||||
| (in millions of U.S. dollars) | |||||||
| Syndicated loan facility (1) | $ | 1,000 | $ | — | |||
| Separate, uncommitted, unsecured multicurrency revolving credit facilities (2) | 518 | — | |||||
| Local guaranteed and non-guaranteed lines of credit (3) | 125 | — | |||||
| Total | $ | 1,643 | $ | — | |||
| (1) |
On October 31, 2011, we replaced our $1.2 billion syndicated loan facility |
| (2) | We maintain separate, uncommitted and unsecured multicurrency revolving credit facilities. These facilities provide local-currency financing for the majority of our operations. Interest rate terms on the revolving facilities are at market rates prevailing in the relevant local markets. As of August 31, |
| (3) | We also maintain local guaranteed and non-guaranteed lines of credit for those locations that cannot access our global facilities. As of August 31, |
| Accenture plc Class A Ordinary Shares | Accenture SCA Class I Common Shares and Accenture Canada Holdings Inc. Exchangeable Shares | |||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||
| (in millions of U.S. dollars, except share amounts) | ||||||||||||||||
Open-market share purchases(1) | 24,348,140 | $ | 1,306 | — | $ | — | ||||||||||
Other share purchase programs | — | — | 11,744,554 | 572 | ||||||||||||
Other purchases(2) | 6,665,101 | 293 | — | — | ||||||||||||
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Total(3) | 31,013,241 | $ | 1,600 | 11,744,554 | $ | 572 | ||||||||||
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Accenture plc Class A Ordinary Shares | Accenture SCA Class I Common Shares and Accenture Canada Holdings Inc. Exchangeable Shares | ||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||
| (in millions of U.S. dollars, except share amounts) | |||||||||||||
| Open-market share purchases (1) | 30,119,187 | $ | 1,724 | — | $ | — | |||||||
| Other share purchase programs | — | — | 2,303,720 | 138 | |||||||||
| Other purchases (2) | 4,196,449 | 236 | — | — | |||||||||
| Total | 34,315,636 | $ | 1,960 | 2,303,720 | $ | 138 | |||||||
| (1) | We conduct a publicly announced, open-market share purchase program for Accenture plc Class A ordinary shares. These shares are held as treasury shares by Accenture plc and may be utilized to provide for select employee benefits, such as equity awards to our employees. |
| (2) | During fiscal |
|
Development
On September 26, 2011, the Board2012
| Payments due by period | ||||||||||||||||||||
Contractual Cash Obligations(1)(2) | Total(5) | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | |||||||||||||||
| (in millions of U.S. dollars) | ||||||||||||||||||||
Long-term debt | $ | 4 | $ | 4 | $ | — | $ | — | $ | — | ||||||||||
Operating leases | 1,842 | 427 | 543 | 317 | 556 | |||||||||||||||
Retirement obligations(3) | 113 | 12 | 24 | 23 | 55 | |||||||||||||||
Purchase obligations and other commitments(4) | 241 | 112 | 93 | 21 | 14 | |||||||||||||||
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Total | $ | 2,200 | $ | 555 | $ | 660 | $ | 361 | $ | 625 | ||||||||||
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| Payments due by period | ||||||||||||||||||||
| Contractual Cash Obligations (1)(2) | Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | |||||||||||||||
| (in millions of U.S. dollars) | ||||||||||||||||||||
| Long-term debt | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
| Operating leases | 2,118 | 443 | 639 | 387 | 649 | |||||||||||||||
| Retirement obligations (3) | 113 | 12 | 23 | 23 | 55 | |||||||||||||||
| Purchase obligations and other commitments (4) | 213 | 78 | 102 | 33 | — | |||||||||||||||
| Total | $ | 2,444 | $ | 533 | $ | 764 | $ | 443 | $ | 704 | ||||||||||
| (1) | The liability related to unrecognized tax benefits has been excluded from the contractual obligations table because a reasonable estimate of the timing and amount of cash out flows from future tax settlements cannot be determined. For additional information, refer to Note 9 (Income Taxes) to our Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.” |
| (2) | In fiscal 2001, we accrued reorganization liabilities in connection with our transition to a corporate structure. As of August 31, |
| (3) | Amounts represent projected payments under certain unfunded retirement plans for former pre-incorporation partners. Given these plans are unfunded, we pay these benefits directly. These plans were eliminated for active partners after May 15, 2001. |
| (4) | Other commitments include, among other things, information technology, software support and maintenance obligations, as well as other obligations in the ordinary course of business that we cannot cancel or where we would be required to pay a termination fee in the event of cancellation. Amounts shown do not include recourse that we may have to recover termination fees or penalties from clients. |
|
Profit Sharing Plans) to these Consolidated Financial Statements. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with provide reasonable assurance regarding 19, 2011. Plan Category Equity compensation plans approved by shareholders: 2001 Share Incentive Plan 2010 Share Incentive Plan 2001 Employee Share Purchase Plan 2010 Employee Share Purchase Plan Equity compensation plans not approved by shareholders Total Consists of Consists of 15,201 stock options with a weighted average exercise price of $43.597 per share and Exhibit Memorandum and Articles of Association of Accenture plc (incorporated by reference to Exhibit 3.1 to Accenture plc’s Certificate of Incorporation of Accenture plc (incorporated by reference to Exhibit 3.2 to Form of Voting Agreement, dated as of April 18, 2001, among Accenture Ltd and the covered persons party thereto as amended and restated as of February 3, 2005 (incorporated by reference to Exhibit 9.1 to the Accenture Ltd February 28, 2005 10-Q (File No. Assumption Agreement of the Amended and Restated Voting Agreement, dated September 1, 2009 (incorporated by reference to Exhibit 10.4 to the 8-K12B) Form of Non-Competition Agreement, dated as of April 18, 2001, among Accenture Ltd and certain employees (incorporated by reference to Exhibit 10.2 to the Accenture Ltd Registration Statement on Form S-1 (File No. Assumption and General Amendment Agreement between Accenture plc and Accenture Ltd, dated September 1, 2009 (incorporated by reference to Exhibit 10.1 to the 8-K12B) 2001 Share Incentive Plan (incorporated by reference to Exhibit 10.3 to the Accenture Ltd Registration Statement on Form S-1/A (File No. 2010 Share Incentive Plan (incorporated by reference to Annex A of Accenture plc’s definitive Proxy Statement on Schedule 14A filed on December 21, 2009 (the “2009 Proxy Statement”)) 2010 Employee Share Purchase Plan (incorporated by reference to Annex B of the 2009 Proxy Statement) Form of Articles of Association of Accenture SCA, updated as of November 15, 2010 (incorporated by reference to Exhibit 10.1 to the November 30, 2010 10-Q) Form of Accenture SCA Transfer Rights Agreement, dated as of April 18, 2001, among Accenture SCA and the covered persons party thereto as amended and restated as of February 3, 2005 (incorporated by reference to Exhibit 10.2 to the February 28, 2005 10-Q) Form of Non-Competition Agreement, dated as of April 18, 2001, among Accenture SCA and certain employees (incorporated by reference to Exhibit 10.7 to the April 19, 2001 Form S-1) Form of Letter Agreement, dated April 18, 2001, between Accenture SCA and certain shareholders of Accenture SCA (incorporated by reference to Exhibit 10.8 to the April 19, 2001 Form S-1) Form of Support Agreement, dated as of May 23, 2001, between Accenture Ltd and Accenture Canada Holdings Inc. (incorporated by reference to Exhibit 10.9 to the Accenture Ltd Registration Statement on Form S-1/A (File No. First Supplemental Agreement to Support Agreement among Accenture plc, Accenture Ltd and Accenture Canada Holdings Inc., dated September 1, 2009 (incorporated by reference to Exhibit 10.2 to the 8-K12B) Form of Employment Agreement of Form of Employment Agreement of Form of Articles of Association of Accenture Canada Holdings Inc. (incorporated by reference to Exhibit 10.11 to the July 2, 2001 Form S-1/A) Form of Exchange Trust Agreement by and between Accenture Ltd and Accenture Canada Holdings Inc. and CIBC Mellon Trust Company, made as of May 23, 2001 (incorporated by reference to Exhibit 10.12 to the July 2, 2001 Form S-1/A) First Supplemental Agreement to Exchange Trust Agreement among Accenture plc, Accenture Ltd, Accenture Canada Holdings Inc. and Accenture Inc., dated September 1, 2009 (incorporated by reference to Exhibit 10.3 to the 8-K12B) Form of Nonqualified Share Option Agreement for senior executives pursuant to the Accenture Ltd 2001 Share Incentive Plan (incorporated by reference to Exhibit 4.2 to the Accenture Ltd November 30, 2004 10-Q (File No. Form of Key Executive Performance-Based Award Restricted Share Unit Agreement pursuant to Accenture plc 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.2 to the February 29, 2012 10-Q) Form of Key Executive Performance-Based Award Restricted Share Unit Agreement pursuant to Accenture Ltd 2001 Share Incentive Plan (incorporated by reference to Exhibit 10.1 to the Accenture Ltd February 28, 2007 10-Q (File No. 001-16565)(the “February 28, 2007 10-Q”)) Form of Senior Officer Performance Equity Award Restricted Share Unit Agreement pursuant to Accenture Ltd 2001 Share Incentive Plan (incorporated by reference to Exhibit 10.2 to the February 28, 2007 10-Q) Form of Senior Executive Performance Equity Award Restricted Share Unit Agreement in France pursuant to Accenture plc 2001 Share Incentive Plan (filed herewith) Form of Bonus Restricted Share Unit Agreement pursuant to Accenture Ltd 2001 Share Incentive Plan (filed herewith) Description of Annual Bonus Plan (incorporated by reference to Exhibit 10.1 to the Accenture Ltd February 28, 2006 Form of Indemnification Agreement, between Accenture International Sàrl and the indemnitee party thereto (incorporated by reference to Exhibit 10.5 to the 8-K12B) Subsidiaries of the Registrant (filed herewith) Consent of KPMG LLP (filed herewith) Consent of KPMG LLP related to the Accenture plc 2010 Employee Share Purchase Plan (filed herewith) Power of Attorney (included on the signature page hereto) Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Accenture plc 2010 Employee Share Purchase Plan Financial Statements (filed herewith) The following financial information from Accenture plc’s Annual Report on Form 10-K for the fiscal year ended August 31, Indicates management contract or compensatory plan or arrangement. By: Signature Title Chief Executive Officer and Director (principal financial officer) (principal accounting officer) William L. Kimsey Robert I. Lipp Blythe J. McGarvie Sir Mark Moody-Stuart Exhibit 3.1 Memorandum and Articles of Association of Accenture plc (incorporated by reference to Exhibit 3.1 to Accenture plc’s 3.2 Certificate of Incorporation of Accenture plc (incorporated by reference to Exhibit 3.2 to 10.1 Form of Voting Agreement, dated as of April 18, 2001, among Accenture Ltd and the covered persons party thereto as amended and restated as of February 3, 2005 (incorporated by reference to Exhibit 9.1 to the Accenture Ltd February 28, 2005 10-Q (File No. 10.2 Assumption Agreement of the Amended and Restated Voting Agreement, dated September 1, 2009 (incorporated by reference to Exhibit 10.4 to the 8-K12B) 10.3* Form of Non-Competition Agreement, dated as of April 18, 2001, among Accenture Ltd and certain employees (incorporated by reference to Exhibit 10.2 to the Accenture Ltd Registration Statement on Form S-1 (File No. 10.4 Assumption and General Amendment Agreement between Accenture plc and Accenture Ltd, dated September 1, 2009 (incorporated by reference to Exhibit 10.1 to the 8-K12B) 10.5* 2001 Share Incentive Plan (incorporated by reference to Exhibit 10.3 to the Accenture Ltd Registration Statement on Form S-1/A (File No. 10.6* 2010 Share Incentive Plan (incorporated by reference to Annex A of Accenture plc’s definitive Proxy Statement on Schedule 14A filed on December 21, 2009 (the “2009 Proxy Statement”)) 10.7* 2010 Employee Share Purchase Plan (incorporated by reference to Annex B of the 2009 Proxy Statement) 10.8 Form of Articles of Association of Accenture SCA, updated as of November 15, 2010 (incorporated by reference to Exhibit 10.1 to the November 30, 2010 10-Q) 10.9 Form of Accenture SCA Transfer Rights Agreement, dated as of April 18, 2001, among Accenture SCA and the covered persons party thereto as amended and restated as of February 3, 2005 (incorporated by reference to Exhibit 10.2 to the February 28, 2005 10-Q) 10.10* Form of Non-Competition Agreement, dated as of April 18, 2001, among Accenture SCA and certain employees (incorporated by reference to Exhibit 10.7 to the April 19, 2001 Form S-1) 10.11 Form of Letter Agreement, dated April 18, 2001, between Accenture SCA and certain shareholders of Accenture SCA (incorporated by reference to Exhibit 10.8 to the April 19, 2001 Form S-1) 10.12 Form of Support Agreement, dated as of May 23, 2001, between Accenture Ltd and Accenture Canada Holdings Inc. (incorporated by reference to Exhibit 10.9 to the Accenture Ltd Registration Statement on Form S-1/A (File No. 10.13 First Supplemental Agreement to Support Agreement among Accenture plc, Accenture Ltd and Accenture Canada Holdings Inc., dated September 1, 2009 (incorporated by reference to Exhibit 10.2 to the 8-K12B) 10.14* Form of Employment Agreement of 10.15* Form of Employment Agreement of 10.16 Form of Articles of Association of Accenture Canada Holdings Inc. (incorporated by reference to Exhibit 10.11 to the July 2, 2001 Form S-1/A) Form of Exchange Trust Agreement by and between Accenture Ltd and Accenture Canada Holdings Inc. and CIBC Mellon Trust Company, made as of May 23, 2001 (incorporated by reference to Exhibit 10.12 to the July 2, 2001 Form S-1/A) 10.18 First Supplemental Agreement to Exchange Trust Agreement among Accenture plc, Accenture Ltd, Accenture Canada Holdings Inc. and Accenture Inc., dated September 1, 2009 (incorporated by reference to Exhibit 10.3 to the 8-K12B) 10.19* Form of Nonqualified Share Option Agreement for senior executives pursuant to the Accenture Ltd 2001 Share Incentive Plan (incorporated by reference to Exhibit 4.2 to the Accenture Ltd November 30, 2004 10-Q (File No. 10.20* Form of Key Executive Performance-Based Award Restricted Share Unit Agreement pursuant to Accenture plc 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.2 to the February 29, 2012 10-Q) Form of Key Executive Performance-Based Award Restricted Share Unit Agreement pursuant to Accenture Ltd 2001 Share Incentive Plan (incorporated by reference to Exhibit 10.1 to the Accenture Ltd February 28, 2007 10-Q (File No. 001-16565)(the “February 28, 2007 10-Q”)) Form of Senior Officer Performance Equity Award Restricted Share Unit Agreement pursuant to Accenture Ltd 2001 Share Incentive Plan (incorporated by reference to Exhibit 10.2 to the February 28, 2007 10-Q) Form of Senior Executive Performance Equity Award Restricted Share Unit Agreement in France pursuant to Accenture plc 2001 Share Incentive Plan (filed herewith) Form of Bonus Restricted Share Unit Agreement pursuant to Accenture Ltd 2001 Share Incentive Plan (filed herewith) Description of Annual Bonus Plan (incorporated by reference to Exhibit 10.1 to the Accenture Ltd February 28, 2006 Form of Indemnification Agreement, between Accenture International Sàrl and the indemnitee party thereto (incorporated by reference to Exhibit 10.5 to the 8-K12B) 21.1 Subsidiaries of the Registrant (filed herewith) 23.1 Consent of KPMG LLP (filed herewith) 23.2 Consent of KPMG LLP related to the Accenture plc 2010 Employee Share Purchase Plan (filed herewith) 24.1 Power of Attorney (included on the signature page hereto) 31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Accenture plc 2010 Employee Share Purchase Plan Financial Statements (filed herewith) The following financial information from Accenture plc’s Annual Report on Form 10-K for the fiscal year ended August 31, Indicates management contract or compensatory plan or arrangement. Consolidated Financial Statements as of August 31, : 30, 2012 ASSETS 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: Unbilled services, net Investments Property and equipment, net Goodwill Deferred contract costs Deferred income taxes, net Other non-current assets Total non-current assets TOTAL ASSETS LIABILITIES AND SHAREHOLDERS’ EQUITY 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 Deferred income taxes, net Other accrued liabilities Total current liabilities NON-CURRENT LIABILITIES: Long-term debt Deferred revenues relating to contract costs Retirement obligation Deferred income taxes, net Income taxes payable Other non-current liabilities Total non-current liabilities COMMITMENTS AND CONTINGENCIES SHAREHOLDERS’ EQUITY: Ordinary shares, par value 1.00 euros per share, 40,000 shares authorized and issued as of August 31, 2011 and August 31, 2010 Class A ordinary shares, par value $0.0000225 per share, 20,000,000,000 shares authorized, 727,795,770 and 696,814,789 shares issued as of August 31, 2011 and August 31, 2010, respectively Class X ordinary shares, par value $0.0000225 per share, 1,000,000,000 shares authorized, 49,365,379 and 64,985,193 shares issued and outstanding as of August 31, 2011 and August 31, 2010, respectively Restricted share units Additional paid-in capital Treasury shares, at cost: Ordinary, 40,000 shares as of August 31, 2011 and August 31, 2010; Class A ordinary, 86,361,763 and 71,776,324 shares as of August 31, 2011 and August 31, 2010, respectively Retained earnings Accumulated other comprehensive loss Total Accenture plc shareholders’ equity Noncontrolling interests Total shareholders’ equity TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 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 and restructuring costs, net Total operating expenses OPERATING INCOME (Loss) gain on investments, net Interest income Interest expense Other income (expense), 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: Basic Diluted Cash dividends per share Balance as of August 31, 2008 Adoption of FASB guidance on defined benefit plans Comprehensive income: Net income Other comprehensive loss: Unrealized losses on cash flow hedges, net of tax and reclassification adjustments Unrealized gains on marketable securities, net of reclassification adjustments Foreign currency translation adjustments, net of tax Defined benefit plans, net of tax Other comprehensive loss Comprehensive income Income tax benefit on share-based compensation plans Purchases of Class A ordinary shares Share-based compensation expense Purchases/redemptions of Accenture SCA Class I common shares, Accenture Canada Holdings Inc. exchangeable shares and Class X ordinary shares Issuances of Class A ordinary shares: Employee share programs Upon redemption of Accenture SCA Class I common shares Dividends Other, net Balance as of August 31, 2009 Comprehensive income: Net income Other comprehensive loss: Unrealized gains on cash flow hedges, net of tax and reclassification adjustments Unrealized losses on marketable securities, net of reclassification adjustments Foreign currency translation adjustments, net of tax Defined benefit plans, net of tax Other comprehensive loss Comprehensive income Income tax benefit on share-based compensation plans Issuances and purchases of Ordinary shares Purchases of Class A ordinary shares Share-based compensation expense Purchases/redemptions of Accenture SCA Class I common shares, Accenture Canada Holdings Inc. exchangeable shares and Class X ordinary shares Issuances of Class A ordinary shares: Employee share programs Upon redemption of Accenture SCA Class I common shares Dividends Other, net Balance as of August 31, 2010 Comprehensive income: Net income Other comprehensive income: Unrealized gains on cash flow hedges, net of tax and reclassification adjustments Unrealized losses on marketable securities, net of reclassification adjustments Foreign currency translation adjustments, net of tax Defined benefit plans, net of tax Other comprehensive income Comprehensive income Income tax benefit on share-based compensation plans Purchases of Class A ordinary shares Share-based compensation expense Purchases/redemptions of Accenture SCA Class I common shares, Accenture Canada Holdings Inc. exchangeable shares and Class X ordinary shares Issuances of Class A ordinary shares: Employee share programs Upon redemption of Accenture SCA Class I common shares Dividends Other, net Balance as of August 31, 2011 CASH FLOWS FROM OPERATING ACTIVITIES: Net income Adjustments to reconcile Net income to Net cash provided by operating activities— Depreciation, amortization and asset impairments Reorganization and restructuring costs, net Share-based compensation expense Deferred income taxes, net Other, net Change in assets and liabilities, net of acquisitions— Receivables from clients, net Unbilled services, current and non-current Other current and non-current assets Accounts payable Deferred revenues, current and non-current Accrued payroll and related benefits 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 acquired Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of ordinary shares Purchases of shares (Repayments of) proceeds from long-term debt, net (Repayments of) proceeds from short-term borrowings, net Cash dividends paid Excess tax benefits from share-based payment arrangements Other, net Net cash used in financing activities Effect of exchange rate changes on cash and cash equivalents NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS, beginning of period CASH AND CASH EQUIVALENTS, end of period Supplemental cash flow information Interest paid Income taxes paid clients. services are performed and amounts are Contract acquisition and origination costs are expensed as incurred. August 31, Buildings 20 to 25 years Computers, related equipment and software 2 to 7 years Furniture and fixtures 5 to 10 years Leasehold improvements Lesser of lease term or 15 years Training costs Research and development costs Advertising costs (Release of) provision for doubtful accounts(1) For additional information, see “—Client Receivables, Unbilled Services and Allowances.” 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 Net income attributable to Accenture plc Net income attributable to noncontrolling interests in Accenture SCA and Accenture Canada Holdings Inc.(1) Net income for diluted earnings per share calculation Basic weighted average Class A ordinary shares 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 share purchase plans related to Class A ordinary shares Diluted weighted average Class A ordinary shares Diluted earnings per share(2) Diluted earnings per share assumes the redemption of all Accenture SCA Class I common shares owned by holders of noncontrolling interests and the exchange of all Accenture Canada Holdings Inc. exchangeable shares for Accenture plc Class A ordinary shares, on a one-for-one basis. The income effect does not take into account “Net income attributable to noncontrolling interests—other,” since those shares are not redeemable or exchangeable for Accenture plc Class A ordinary shares. 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 Includes final agreements with tax authorities and expirations of statutes of limitations. 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 Net unrealized gains on cash flow hedges, net of tax of $19,960 and $2,139, respectively Net unrealized losses on marketable securities Foreign currency translation adjustments, net of tax of $10,228 and $4,510, respectively Defined benefit plans, net of tax of $(182,427) and $(201,754), respectively Accumulated other comprehensive loss Buildings and land Computers, related equipment and software Furniture and fixtures Leasehold improvements Property and equipment, gross Total accumulated depreciation Property and equipment, net acquisitions. 2011 Communications & High Tech Financial Services Health & Public Service Products Resources Total 2012 and the hedged item. The documentation includes a description of the hedging instrument, the hedge item, the risk being hedged, the Company’s risk management objective and strategy for undertaking the hedge, the method for assessing the effectiveness of the hedge and the method for measuring hedge ineffectiveness. Additionally, the hedge relationship must be expected to be highly effective at offsetting changes in either the fair value or cash flows of the hedged item at both inception of the hedge and on an ongoing basis. The Company assesses the ongoing effectiveness of its hedges using the Hypothetical Derivative Method, which measures hedge ineffectiveness based on a comparison of the change in fair value of the actual derivative designated as the hedging instrument and the change in fair value of a hypothetical derivative. The hypothetical derivative would have terms that identically match the critical terms of the hedged item. The Company measures and records hedge ineffectiveness at the end of each fiscal quarter. as otherwise disclosed) Net unrealized gains (losses) on cash flow hedges, net of tax, beginning of period Change in fair value, net of tax of $27,837 and $15,276, respectively Reclassification adjustments into Cost of services, net of tax of $(8,276) and $(3,865), respectively Portion attributable to Noncontrolling interests, net of tax of $(1,741) and $(1,310), respectively Net unrealized gains on cash flow hedges, net of tax, end of period Statement and are offset by gains and losses on the related hedged items. Assets Cash Flow Hedges Other current assets Other non-current assets Other Derivatives Other current assets Total assets Liabilities Cash Flow Hedges Other accrued liabilities Other non-current liabilities Other Derivatives Other accrued liabilities Total liabilities Total fair value Total notional value Syndicated loan facility(1) Separate, uncommitted, unsecured multicurrency revolving credit facilities(2) Local guaranteed and non-guaranteed lines of credit(3) Total Current taxes: U.S. federal U.S. state and local Non-U.S. Total current tax expense Deferred taxes: U.S. federal U.S. state and local Non-U.S. Total deferred tax (benefit) expense Total U.S. sources Non-U.S. sources Total U.S. federal statutory income tax rate U.S. state and local taxes, net Non-U.S. operations taxed at lower rates Final determinations(1) Other net activity in unrecognized tax benefits Other, net Effective income tax rate Final determinations include final agreements with tax authorities and expirations of statutes of limitations. Balance, at beginning of period Additions for tax positions related to the current year Additions for tax positions related to prior years Reductions for tax positions related to prior years Statute of limitations expirations Settlements with tax authorities Cumulative translation adjustments Balance, at end of period the outcome of tax audits is always uncertain and could result in significant cash tax payments, the Company does not believe the outcome of these audits will have a material adverse effect on the Company’s consolidated financial position or results of operations. With limited exceptions, the Company is no longer subject to income tax audits by taxing authorities for the years before Discount rate Rate of increase in future compensation Reconciliation of benefit obligation Benefit obligation, beginning of year Service cost Interest cost Termination benefits Participant contributions Acquisitions/divestitures/transfers Amendments Curtailments Settlements Actuarial loss (gain) Benefits paid Exchange rate impact Benefit obligation, end of year Reconciliation of fair value of plan assets Fair value of plan assets, beginning of year Actual return on plan assets Acquisitions/divestitures/transfers Employer contributions Participant contributions Settlements Benefits paid Exchange rate impact Fair value of plan assets, end of year Funded status, end of year Amounts recognized in the Consolidated Balance Sheets: Non-current assets Current liabilities Non-current liabilities Accumulated other comprehensive loss, pre-tax Net amount recognized at end of year Net actuarial loss Prior service cost (credit) Total Actuarial loss Prior service cost (credit) Total Accumulated benefit obligation Projected benefit obligation in excess of plan assets: Projected benefit obligation Fair value of plan assets 2011 Accumulated benefit obligation in excess of plan assets: Accumulated benefit obligation Fair value of plan assets Asset Category Equity securities Debt securities Cash and short-term investments Insurance contracts Other Total Level 1—Quoted prices for identical instruments in active markets; Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets; and Level 3—Valuations derived from valuation techniques in which one or more significant inputs are unobservable. The fair values of the material U.S. and non-U.S. defined benefit pension plans assets as of August 31, U.S. Plans Equity U.S. equity securities Non-U.S. equity securities Fixed Income U.S. government, state and local debt securities Non-U.S. government debt securities U.S. corporate debt securities Non-U.S. corporate debt securities Cash and short-term investments Other Total Non-U.S. Plans Equity U.S. equity securities Non-U.S. equity securities Mutual fund equity securities Fixed Income Non-U.S. government debt securities Non-U.S. corporate debt securities Mutual fund debt securities Cash and short-term investments Insurance contracts Other Total 2012 2013 2014 2015 2016 2017-2021 Total share-based compensation expense included in Net income Income tax benefit related to share-based compensation included in Net income Nonvested balance as of August 31, 2010 Granted Vested Forfeited Nonvested balance as of August 31, 2011 Options outstanding as of August 31, 2010 Granted Exercised Forfeited Options outstanding as of August 31, 2011 Options exercisable as of August 31, 2011 Options exercisable as of August 31, 2010 Options exercisable as of August 31, 2009 Weighted average grant-date fair value of stock options granted Total fair value of stock options vested Total intrinsic value of stock options exercised to purchase Accenture plc Class A ordinary shares at a discount. Under the VEIP, eligible senior executives may elect to contribute up to Accenture SCA Class I common shares and Accenture Canada Holdings Inc. exchangeable shares not to redeem any Class X ordinary share of such holder if the redemption would reduce the number of Class X ordinary shares held by that holder to a number that is less than the number of Accenture SCA Class I common shares or Accenture Canada Holdings Inc. exchangeable shares owned by that holder, as the case may be. Accenture plc will redeem Class X ordinary shares upon the redemption or exchange of Accenture SCA Class I common shares and Accenture Canada Holdings Inc. exchangeable shares so that the aggregate number of Class X ordinary shares outstanding at any time does not exceed the aggregate number of Accenture SCA Class I common shares and Accenture Canada Holdings Inc. exchangeable shares outstanding. Class X ordinary shares are not transferable without the consent of Accenture plc. Open-market share purchases(1) Other share purchase programs Other purchases(2) Total The Company conducts a publicly announced, open-market share purchase program for Accenture plc Class A ordinary shares. These shares are held as treasury shares by Accenture plc and may be utilized to provide for select employee benefits, such as equity awards to the Company’s employees. The Company’s dividend activity during fiscal Dividend Payment Date November 15, 2010 May 13, 2011 Total Dividends Event Rental expense Sublease income from third parties 2012 2013 2014 2015 2016 Thereafter The Company has the right to purchase or may also be required to purchase substantially all of the remaining outstanding shares of its Avanade Inc. subsidiary (“Avanade”) not owned by the Company at fair value if certain events occur. Certain 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 August 31, recovered from the other third parties if the Company is obligated to 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. The Company’s reportable operating segments are the five operating groups, which are Communications, Media & Fiscal: 2011 Revenues before reimbursements Depreciation(1) Operating income Assets as of August 31(2) 2010 Revenues before reimbursements Depreciation(1) Operating income Assets as of August 31(2) 2009 Revenues before reimbursements Depreciation(1) Operating income Assets as of August 31(2) On September 1, 2011, the Company renamed the Communications & High Tech operating group to Communications, Media & Technology. No amounts have been reclassified in any period in connection with this name change. Fiscal: 2011 Net revenues Reimbursements Revenues Property and equipment, net as of August 31 2010 Net revenues Reimbursements Revenues Property and equipment, net as of August 31 2009 Net revenues Reimbursements Revenues Property and equipment, net as of August 31 EMEA includes Europe, Middle East and Africa. United States United Kingdom United States India Consulting Outsourcing Net revenues Reimbursements Revenues Fiscal 2011 Net revenues Reimbursements Revenues Cost of services before reimbursable expenses Reimbursable expenses Cost of services Operating income Net income Net income attributable to Accenture plc Weighted average Class A ordinary shares: —Basic —Diluted(1) Earnings per Class A ordinary share: —Basic —Diluted(1) Ordinary share price per share: —High —Low Fiscal 2010 Net revenues Reimbursements Revenues Cost of services before reimbursable expenses Reimbursable expenses Cost of services Operating income Net income Net income attributable to Accenture plc Weighted average Class A ordinary shares: —Basic —Diluted(1) Earnings per Class A ordinary share: —Basic —Diluted(1) Ordinary share price per share: —High —Low(2)September 2010, weMarch 2012, the Company adopted guidance issued by the Financial Accounting Standards Board (“FASB”) on revenue recognition guidance for arrangements with multiple deliverables.fair value measurements. The guidance eliminatesdefines fair value as the residual method of allocationprice that would be received to sell an asset or paid to transfer a liability in previous guidance; requires that arrangement considerations be allocatedan orderly transaction between market participants at the inception ofmeasurement date under current market conditions, i.e. an exit price. Additionally, any transfers between Level 1 and Level 2 asset valuation classifications must be disclosed, including the arrangement to all deliverables usingreasons for the relative selling price; and requires a vendor to 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.transfers. The adoption of this guidance did not have a material impact on our Consolidated Financial Statements under Item 8, “Financial StatementsStatements. For additional information related to the three-level hierarchy of fair value measurements, see Note 10 (Retirement and Supplementary Data.”Swiss franc,Euro, U.S. dollar/Australian dollar, U.S. dollar/Singapore dollar, U.S. dollar/Philippine peso, U.S. dollar/Japanese yen, U.S. dollar/Australian dollar, U.S. dollar/Euro, U.S. dollar/Philippine peso, U.S. dollar/Singapore dollarSwiss franc and U.S. dollar/Norwegian krone—are intended to offset remeasurement of the underlying assets and liabilities. Changes in the fair value of these derivatives are recorded in Other expense, net in the Consolidated Income Statement. Additionally, we have hedge positions that are designated cash flow hedges of certain intercompany charges relating to our Global Delivery Network. These hedges—U.S. dollar/Indian rupee, U.S. dollar/Philippine peso, U.K. pound/Indian rupee and Euro/Indian rupee, which typically have maturities not exceeding three years—are intended to partially offset the impact of foreign currency movements on future costs relating to resources supplied by Accenture’sour Global Delivery Network.2011,2012, it was anticipated that $9$28 million of the net gains,losses, net of tax currently recorded in Accumulated Other Comprehensive Loss will be reclassified into Cost of Services within the next 12 months.$358$402 million and $218$358 million as of August 31, 20112012 and 2010,2011, respectively.20112012 is not material in relation to our consolidated financial position, results of operations or cash flows. While we may do so in the future, we have not used derivative financial instruments to alter the interest rate characteristics of our investment holdings or debt instruments.ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAITEM 9. (i)i. (ii)ii. the authorizationauthorizations of management and/orand our Board of Directors; and(iii)iii. the prevention or timely detection of any unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.20112012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 20, 2010.20122013 Annual General Meeting of Shareholders of Accenture plc to be held on February 9, 20126, 2013 and is incorporated herein by reference. Accenture plc will file such definitive proxy statement with the SEC pursuant to Regulation 14A within 120 days after the end of the Company’s 20112012 fiscal year covered by this Form 10-K.ITEM 11. EXECUTIVE COMPENSATION 20122013 Annual General Meeting of Shareholders of Accenture plc to be held on February 9, 20126, 2013 and is incorporated herein by reference. Accenture plc will file such definitive proxy statement with the SEC pursuant to Regulation 14A within 120 days after the end of the Company’s 20112012 fiscal year covered by this Form 10-K.ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS 2011,2012, certain information related to our compensation plans under which Accenture plc Class A ordinary shares may be issued. Number of
Shares to be
Issued Upon
Exercise of
Outstanding
Options,
Warrants and
Rights Weighted-
Average
Exercise
Price of
Outstanding
Options,
Warrants
and Rights Number of
Shares
Remaining
Available for
Future
Issuance
Under Equity
Compensation
Plans
(Excluding
Securities
Reflected in
1st Column) 34,067,654 (1) $ 23.926 0 11,732,025 (2) 43.597 36,503,998 — N/A 0 — N/A 35,893,216 — N/A 0 45,799,679 72,397,214 Plan Category Equity compensation plans approved by shareholders: 2001 Share Incentive Plan 22,260,137 (1) $ 24.443 — 2010 Share Incentive Plan 20,075,637 (2) 43.597 24,723,631 2001 Employee Share Purchase Plan — N/A — 2010 Employee Share Purchase Plan — N/A 28,486,489 Equity compensation plans not approved by shareholders — N/A — Total 42,335,774 53,210,120 (1) 8,080,2625,821,461 stock options with a weighted average exercise price of $23.926$24.443 per share and 25,987,39216,438,676 restricted share units.(2) 11,716,82420,060,436 restricted share units.20122013 Annual General Meeting of Shareholders of Accenture plc to be held on February 9, 20126, 2013 and is incorporated herein by reference. Accenture plc will file such definitive proxy statement with the SEC pursuant to Regulation 14A within 120 days after the end of the Company’s 20112012 fiscal year covered by this Form 10-K.hereinwill be included in the sections captioned “Board and Corporate Governance Matters—Director Independence” and “Board and Corporate Governance Matters—Certain Relationships and Related Person Transactions” included in the definitive proxy statement relating to the 20122013 Annual General Meeting of Shareholders of Accenture plc to be held on February 9, 20126, 2013 and is incorporated herein by reference. Accenture plc will file such definitive proxy statement with the SEC pursuant to Regulation 14A within 120 days after the end of the Company’s 20112012 fiscal year covered by this Form 10-K.20122013 Annual General Meeting of Shareholders of Accenture plc to be held on February 9, 20126, 2013 and is incorporated herein by reference. Accenture plc will file such definitive proxy statement with the SEC pursuant to Regulation 14A within 120 days after the end of the Company’s 20112012 fiscal year covered by this Form 10-K. and August 31, 2010 and for the three years ended August 31, 2011—2012—Included in Part II of this Form 10-K: 3.1 8-K12B8-K filed on September 1, 2009 (the “8-K12B”))3.2 the 8-K12B)10.1 # 001-16565)(the “February 28, 2005 10-Q”)10.2 10.3* # 333-59194) filed on April 19, 2001 (the “April 19, 2001 Form S-1”))10.4 10.5* # 333-59194) filed on July 12, 2001)10.6* 10.7* 10.8 10.9 10.10* ExhibitNumberExhibit10.11 10.12 # 333-59194) filed on July 2, 2001 (the “July 2, 2001 Form S-1/A”))10.13 10.14* Messrs. Campbell, Green and Rohleder and Ms. Craigexecutive officers in the United States (incorporated by reference to Exhibit 10.10 to the Accenture Ltd Registration Statement on Form S-1/A (File No. #333-59194)333-59194) filed on June 8, 2001 (the “June 8, 2001 S-1/A”))10.15* Mark Fosterexecutive officers in France (incorporated by reference to Exhibit 10.1110.14 to the Accenture Ltd August 31, 2008 10-K)10.16 10.17 10.18 10.19* # 001-16565))10.20* 10.21* Form of Key Executive Performance-Based Award Restricted Share Unit Agreement pursuant to Accenture plc 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.2 to the February 28, 2011 10-Q) 10.21*10.22* 10.23* Form of Key Executive Performance-Based Award Restricted Share Unit Agreement in France pursuant to Accenture Ltd 2001 Share Incentive Plan (filed herewith) 10.24* Form of Key Executive Performance-Based Award Restricted Share Unit Agreement in France pursuant to Accenture Ltd 2001 Share Incentive Plan (filed herewith) 10.25* Form of Senior Officer Performance Equity Award Restricted Share Unit Agreement pursuant to Accenture plc 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.3 to the February 29, 2012 10-Q) 10.26* Form of Senior Officer Performance Equity Award Restricted Share Unit Agreement pursuant to Accenture plc 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.3 to the February 28, 2011 10-Q) 10.22*10.27* 10.28* Form of Senior Officer Performance Equity Award Restricted Share Unit Agreement in France pursuant to Accenture Ltd 2001 Share Incentive Plan (filed herewith) 10.29* Form of Senior Officer Performance Equity Award Restricted Share Unit Agreement in France pursuant to Accenture Ltd 2001 Share Incentive Plan (filed herewith) 10.30* Form of Senior Executive Performance Equity Award Restricted Share Unit Agreement pursuant to Accenture plc 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.4 to the February 29, 2012 10-Q) 10.31* Form of Senior Executive Performance Equity Award Restricted Share Unit Agreement pursuant to Accenture plc 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.4 to the February 28, 2011 10-Q) 10.23*10.32* 10.33* Form of Voluntary Equity Investment Program Matching Grant Restricted Share Unit Agreement pursuant to Accenture plc 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.5 to the February 29, 2012 10-Q) 10.34* Form of Voluntary Equity Investment Program Matching Grant Restricted Share Unit Agreement pursuant to Accenture plc 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.5 to the February 28, 2011 10-Q) 10.24*10.35* 10.36* Form of Restricted Share Unit Agreement for director grants pursuant to the Accenture plc 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.6 to the February 29, 2012 10-Q) 10.37* Form of Restricted Share Unit Agreement for director grants pursuant to Accenture Ltd 2001 Share Incentive Plan (incorporated by reference to Exhibit 10.1 to the Accenture Ltd February 29, 2008 10-Q) 10.25*10.38* CEO Award Restricted Share Unit Agreement pursuant to the Accenture Ltd 2001 Share IncentiveLLP Senior Executive Separation Benefits Plan (filed herewith)10.39* Letter agreement between Accenture plc, Accenture LLP and Kevin Campbell (incorporated by reference to Exhibit 10.210 to the February 28, 2009 10-Q)Accenture plc’s 8-K filed on March 1, 2012)10.26*10.40* 10-Q)10.27*10.41* ExhibitNumberExhibit21.1 23.1 23.2 24.1 31.1 31.2 32.1 (filed(furnished herewith)32.2 (filed(furnished herewith)99.1 101 2011,2012, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of August 31, 20112012 and August 31, 2010,2011, (ii) Consolidated Income Statements for the years ended August 31, 2012, 2011 2010 and 2009,2010, (iii) Consolidated Shareholders’ Equity and Comprehensive Income Statements for the years ended August 31, 2012, 2011 2010 and 2009,2010, (iv) Consolidated Cash Flows Statements for the years ended August 31, 2012, 2011 2010 and 2009,2010, and (v) the Notes to Consolidated Financial Statements(*) 21, 201130, 2012 by the undersigned, thereunto duly authorized.ACCENTUREPLCBy: 20112012 (the “Annual Report”), including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of the registrant and the name of the undersigned, individually and in his or her capacity as a director or officer of the registrant, to the Annual Report as filed with the U.S. Securities and Exchange Commission, to any and all amendments thereto, and to any and all instruments or documents filed as part thereof or in connection therewith; and each of the undersigned hereby ratifies and confirms all that said attorneys and agents and each of them shall do or cause to be done by virtue hereof.21, 201130, 2012 by the following persons on behalf of the registrant and in the capacities indicated. Pierre Nanterme Pierre Nanterme (principal executive officer) Chief Financial Officer Pamela J. Craig Chief Financial OfficerChief Accounting Officer Anthony G. Coughlan Chief Accounting OfficerWilliam D. Green Chairman of the Board and Director William D. Green Dina Dublon Director Dina Dublon SignatureTitleCharles Giancarlo Director Charles Giancarlo DENNIS F. HIGHTOWERNDennis F. HightowerOBUYUKI Director Nobuyuki Idei NOBUYUKI IDEIWNobuyuki IdeiILLIAM Director /s/ WILLIAM L. KIMSEY Director /s/ ROBERT I. LIPP Director Marjorie Magner ARJORIE MAGNERMarjorie MagnerC Director /s/ BLYTHE J. MCGARVIE Director /s/ SIR MARK MOODY-STUART Director Gilles C. Pélisson Wulf von Schimmelmann Director Wulf von Schimmelmann 8-K12B8-K filed on September 1, 2009 (the “8-K12B”)) the 8-K12B) # 001-16565)(the “February 28, 2005 10-Q”) # 333-59194) filed on April 19, 2001 (the “April 19, 2001 Form S-1”)) # 333-59194) filed on July 12, 2001) # 333-59194) filed on July 2, 2001 (the “July 2, 2001 Form S-1/A”)) Messrs. Campbell, Green and Rohleder and Ms. Craigexecutive officers in the United States (incorporated by reference to Exhibit 10.10 to the Accenture Ltd Registration Statement on Form S-1/A (File No. #333-59194)333-59194) filed on June 8, 2001 (the “June 8, 2001 S-1/A”)) Mark Fosterexecutive officers in France (incorporated by reference to Exhibit 10.1110.14 to the Accenture Ltd August 31, 2008 10-K) ExhibitNumber Exhibit10.17 # 001-16565)) 10.21* Form of Key Executive Performance-Based Award Restricted Share Unit Agreement pursuant to Accenture plc 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.2 to the February 28, 2011 10-Q) 10.21* 10.23* Form of Key Executive Performance-Based Award Restricted Share Unit Agreement in France pursuant to Accenture Ltd 2001 Share Incentive Plan (filed herewith) 10.24* Form of Key Executive Performance-Based Award Restricted Share Unit Agreement in France pursuant to Accenture Ltd 2001 Share Incentive Plan (filed herewith) 10.25* Form of Senior Officer Performance Equity Award Restricted Share Unit Agreement pursuant to Accenture plc 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.3 to the February 29, 2012 10-Q) 10.26* Form of Senior Officer Performance Equity Award Restricted Share Unit Agreement pursuant to Accenture plc 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.3 to the February 28, 2011 10-Q) 10.22* 10.28* Form of Senior Officer Performance Equity Award Restricted Share Unit Agreement in France pursuant to Accenture Ltd 2001 Share Incentive Plan (filed herewith) 10.29* Form of Senior Officer Performance Equity Award Restricted Share Unit Agreement in France pursuant to Accenture Ltd 2001 Share Incentive Plan (filed herewith) 10.30* Form of Senior Executive Performance Equity Award Restricted Share Unit Agreement pursuant to Accenture plc 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.4 to the February 29, 2012 10-Q) 10.31* Form of Senior Executive Performance Equity Award Restricted Share Unit Agreement pursuant to Accenture plc 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.4 to the February 28, 2011 10-Q) 10.23* 10.33* Form of Voluntary Equity Investment Program Matching Grant Restricted Share Unit Agreement pursuant to Accenture plc 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.5 to the February 29, 2012 10-Q) 10.34* Form of Voluntary Equity Investment Program Matching Grant Restricted Share Unit Agreement pursuant to Accenture plc 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.5 to the February 28, 2011 10-Q) 10.24* 10.36* Form of Restricted Share Unit Agreement for director grants pursuant to the Accenture plc 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.6 to the February 29, 2012 10-Q) 10.37* Form of Restricted Share Unit Agreement for director grants pursuant to Accenture Ltd 2001 Share Incentive Plan (incorporated by reference to Exhibit 10.1 to the Accenture Ltd February 29, 2008 10-Q) 10.25* CEO Award Restricted Share Unit Agreement pursuant to the Accenture Ltd 2001 Share IncentiveLLP Senior Executive Separation Benefits Plan (filed herewith)10.39* Letter agreement between Accenture plc, Accenture LLP and Kevin Campbell (incorporated by reference to Exhibit 10.210 to the February 28, 2009 10-Q)Accenture plc’s 8-K filed on March 1, 2012)10.26* 10-Q)10.27* 31.2 32.1 (filed(furnished herewith)32.2 (filed(furnished herewith)99.1 ExhibitNumberExhibit101 2011,2012, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of August 31, 20112012 and August 31, 2010,2011, (ii) Consolidated Income Statements for the years ended August 31, 2012, 2011 2010 and 2009,2010, (iii) Consolidated Shareholders’ Equity and Comprehensive Income Statements for the years ended August 31, 2012, 2011 2010 and 2009,2010, (iv) Consolidated Cash Flows Statements for the years ended August 31, 2012, 2011 2010 and 2009,2010, and (v) the Notes to Consolidated Financial Statements(*) Page Page F-2 20112012 and 20102011 and for the three years ended August 31, 2012, 2011 2010 and 2009: F-3 F-4 F-5 F-8 F-9 plc:plc20112012 and 2010,2011, and the related Consolidated Statements of Income, Shareholders’ Equity and Comprehensive Income, and Cash Flows for each of the years in the three-year period ended August 31, 2011.2012. We also have audited Accenture plc’s internal control over financial reporting as of August 31, 2011,2012, based on criteria established inInternal Control—Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Accenture plc’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting (Item 9A(b)). Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.20112012 and 2010,2011, and the results of their operations and their cash flows for each of the years in the three-year period ended August 31, 2011,2012, in conformity with U.S. generally accepted accounting principles. Also in our opinion, Accenture plc maintained, in all material respects, effective internal control over financial reporting as of August 31, 2011,2012, based on criteria established inInternal Control—Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.The Company, as of September 1, 2009, adopted guidance on noncontrolling interests and business combinations.21, 201120112012 and 20102011amounts)amounts August 31,
2011 August 31,
2010 $ 5,701,078 $ 4,838,292 4,929 2,987 3,236,059 2,534,598 1,385,733 1,127,827 556,160 569,678 587,224 490,243 11,471,183 9,563,625 49,192 54,310 40,365 41,023 785,231 659,569 1,131,991 841,234 559,794 518,780 756,079 532,191 937,675 624,521 4,260,327 3,271,628 $ 15,731,510 $ 12,835,253 $ 4,419 $ 143 949,250 885,328 2,219,270 1,772,833 3,259,252 2,683,492 348,540 263,612 238,003 247,416 32,647 43,287 855,208 671,493 7,906,589 6,567,604 — 1,445 553,440 497,102 995,695 952,747 72,257 67,976 1,619,076 1,246,960 233,581 226,696 3,474,049 2,992,926 57 57 16 16 1 1 784,277 973,889 525,037 137,883 (3,577,574 ) (2,524,137 ) 6,281,517 4,634,329 (134,380 ) (386,292 ) 3,878,951 2,835,746 471,921 438,977 4,350,872 3,274,723 $ 15,731,510 $ 12,835,253 August 31,
2012 August 31,
2011ASSETS CURRENT ASSETS: Cash and cash equivalents $ 6,640,526 $ 5,701,078 Short-term investments 2,261 4,929 Receivables from clients, net 3,080,877 3,236,059 Unbilled services, net 1,399,834 1,385,733 Deferred income taxes, net 685,732 556,160 Other current assets 778,701 587,224 Total current assets 12,587,931 11,471,183 NON-CURRENT ASSETS: Unbilled services, net 12,151 49,192 Investments 28,180 40,365 Property and equipment, net 779,494 785,231 Goodwill 1,215,383 1,131,991 Deferred contract costs 537,943 559,794 Deferred income taxes, net 808,765 756,079 Other non-current assets 695,568 937,675 Total non-current assets 4,077,484 4,260,327 TOTAL ASSETS $ 16,665,415 $ 15,731,510 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES: Current portion of long-term debt and bank borrowings $ 11 $ 4,419 Accounts payable 903,847 949,250 Deferred revenues 2,275,052 2,219,270 Accrued payroll and related benefits 3,428,838 3,259,252 Accrued consumption taxes 317,622 348,540 Income taxes payable 253,527 238,003 Deferred income taxes, net 21,916 32,647 Other accrued liabilities 908,392 855,208 Total current liabilities 8,109,205 7,906,589 NON-CURRENT LIABILITIES: Long-term debt 22 — Deferred revenues relating to contract costs 553,764 553,440 Retirement obligation 1,352,266 995,695 Deferred income taxes, net 105,544 72,257 Income taxes payable 1,597,590 1,619,076 Other non-current liabilities 322,596 233,581 Total non-current liabilities 3,931,782 3,474,049 COMMITMENTS AND CONTINGENCIES SHAREHOLDERS’ EQUITY: Ordinary shares, par value 1.00 euros per share, 40,000 shares authorized and issued as of August 31, 2012 and August 31, 2011 57 57 Class A ordinary shares, par value $0.0000225 per share, 20,000,000,000 shares authorized, 745,749,177 and 727,795,770 shares issued as of August 31, 2012 and August 31, 2011, respectively 16 16 Class X ordinary shares, par value $0.0000225 per share, 1,000,000,000 shares authorized, 43,371,864 and 49,365,379 shares issued and outstanding as of August 31, 2012 and August 31, 2011, respectively 1 1 Restricted share units 863,714 784,277 Additional paid-in capital 1,341,576 525,037 Treasury shares, at cost: Ordinary, 40,000 shares as of August 31, 2012 and August 31, 2011; Class A ordinary, 112,370,409 and 86,361,763 shares as of August 31, 2012 and August 31, 2011, respectively (5,285,625 ) (3,577,574 ) Retained earnings 7,904,242 6,281,517 Accumulated other comprehensive loss (678,148 ) (134,380 ) Total Accenture plc shareholders’ equity 4,145,833 3,878,951 Noncontrolling interests 478,595 471,921 Total shareholders’ equity 4,624,428 4,350,872 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 16,665,415 $ 15,731,510 2010 and 20092010 2011 2010 2009 $ 25,507,036 $ 21,550,568 $ 21,576,850 1,845,878 1,543,510 1,594,118 27,352,914 23,094,078 23,170,968 17,120,317 14,299,821 14,735,736 1,845,878 1,543,510 1,594,118 18,966,195 15,843,331 16,329,854 3,094,465 2,658,058 2,159,462 1,820,277 1,668,306 1,788,514 1,520 9,538 249,273 23,882,457 20,179,233 20,527,103 3,470,457 2,914,845 2,643,865 (1,086 ) (6 ) 1,358 41,083 29,931 49,922 (15,000 ) (14,677 ) (14,121 ) 16,568 (15,724 ) (3,288 ) 3,512,022 2,914,369 2,677,736 958,782 853,910 739,590 2,553,240 2,060,459 1,938,146 (243,575 ) (257,636 ) (330,080 ) (31,988 ) (22,167 ) (18,103 ) $ 2,277,677 $ 1,780,656 $ 1,589,963 645,631,170 637,170,234 623,007,198 742,184,540 766,578,978 786,891,344 $ 3.53 $ 2.79 $ 2.55 $ 3.40 $ 2.66 $ 2.44 $ 0.90 $ 1.125 $ 0.50 2012 2011 2010 REVENUES: Revenues before reimbursements (“Net revenues”) $ 27,862,330 $ 25,507,036 $ 21,550,568 Reimbursements 1,915,655 1,845,878 1,543,510 Revenues 29,777,985 27,352,914 23,094,078 OPERATING EXPENSES: Cost of services: Cost of services before reimbursable expenses 18,874,629 17,120,317 14,299,821 Reimbursable expenses 1,915,655 1,845,878 1,543,510 Cost of services 20,790,284 18,966,195 15,843,331 Sales and marketing 3,303,478 3,094,465 2,658,058 General and administrative costs 1,810,984 1,820,277 1,668,306 Reorganization costs, net 1,691 1,520 9,538 Total operating expenses 25,906,437 23,882,457 20,179,233 OPERATING INCOME 3,871,548 3,470,457 2,914,845 Loss on investments, net (858 ) (1,086 ) (6 ) Interest income 42,550 41,083 29,931 Interest expense (15,061 ) (15,000 ) (14,677 ) Other income (expense), net 5,995 16,568 (15,724 ) INCOME BEFORE INCOME TAXES 3,904,174 3,512,022 2,914,369 Provision for income taxes 1,079,241 958,782 853,910 NET INCOME 2,824,933 2,553,240 2,060,459 Net income attributable to noncontrolling interests in
Accenture SCA and Accenture Canada Holdings Inc.(237,520 ) (243,575 ) (257,636 ) Net income attributable to noncontrolling interests – other (33,903 ) (31,988 ) (22,167 ) NET INCOME ATTRIBUTABLE TO ACCENTURE PLC $ 2,553,510 $ 2,277,677 $ 1,780,656 Weighted average Class A ordinary shares: Basic 643,132,601 645,631,170 637,170,234 Diluted 726,416,452 742,823,519 767,013,385 Earnings per Class A ordinary share: Basic $ 3.97 $ 3.53 $ 2.79 Diluted $ 3.84 $ 3.39 $ 2.66 Cash dividends per share $ 1.35 $ 0.90 $ 1.125 ACCENTURE PLCCONSOLIDATED SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME STATEMENTSFor the Years Ended August 31, 2011, 2010 and 2009(In thousandsU.S. dollars and share amounts)Contents Ordinary
Shares Class A
Ordinary
Shares Class X
Ordinary
Shares Restricted
Share
Units Additional
Paid-in
Capital Treasury Shares Retained
Earnings Accumulated
Other
Comprehensive
Income (Loss) Total
Accenture
plc
Shareholders’
Equity Noncontrolling
Interests Total
Shareholders’
Equity $ No. Shares $ No. Shares $ No. Shares $ No. Shares $ — — $ 15 659,097 $ 3 118,331 $ 819,577 $ — $ (1,405,732 ) (46,215 ) $ 3,003,935 $ 6,128 $ 2,423,926 $ 595,379 $ 3,019,305 (5,302 ) (286 ) (5,588 ) (5,588 ) 1,589,963 1,589,963 348,183 1,938,146 (21,956 ) (21,956 ) — (21,956 ) 443 443 — 443 (83,759 ) (83,759 ) — (83,759 ) (127,748 ) (127,748 ) — (127,748 ) (233,020 ) — 1,356,943 1,705,126 16,831 16,831 16,831 (3,158 ) 42,404 (665,791 ) (21,649 ) (37,266 ) (660,653 ) (114,488 ) (775,141 ) 422,679 30,144 452,823 452,823 (1 ) (28,412 ) (563,137 ) (357,553 ) (920,691 ) (159,552 ) (1,080,243 ) 19,955 (396,296 ) 425,153 316,077 13,800 344,934 59,776 404,710 1,126 — — 24,739 (332,440 ) (307,701 ) (70,745 ) (378,446 ) 48,605 85,792 134,397 (107,568 ) 26,829 $ — — $ 15 677,020 $ 2 89,919 $ 870,699 $ — $ (1,755,446 ) (54,064 ) $ 3,947,129 $ (227,178 ) $ 2,835,221 $ 550,985 $ 3,386,206 ACCENTURE PLCCONSOLIDATED SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME STATEMENTS — (Continued)For the Years Ended August 31, 2011, 2010 and 2009(In thousands Restricted Share Units Additional Paid-in Capital Treasury Shares Accumulated Other Comprehensive Income (Loss) Total Accenture plc Shareholders’ Equity Noncontrolling Interests Total Shareholders’ Equity $ No. Shares $ No. Shares $ No. Shares $ No. Shares Retained Earnings Balance as of August 31, 2009 $ — — $ 15 677,020 $ 2 89,919 $ 870,699 $ — $ (1,755,446 ) (54,064 ) $ 3,947,129 $ (227,178 ) $ 2,835,221 $ 550,985 $ 3,386,206 Comprehensive income: Net income 1,780,656 1,780,656 279,803 $ 2,060,459 Other comprehensive loss: Unrealized gains on cash flow hedges, net of tax and reclassification adjustments 14,915 14,915 1,932 16,847 Unrealized losses on marketable securities, net of reclassification adjustments (523 ) (523 ) (68 ) (591 ) Foreign currency translation adjustments, net of tax 4,261 4,261 72 4,333 Defined benefit plans, net of tax (177,767 ) (177,767 ) (23,032 ) (200,799 ) Other comprehensive loss (159,114 ) (21,096 ) Comprehensive income 1,621,542 1,880,249 Income tax benefit on share-based compensation plans 65,946 65,946 65,946 Issuances and purchases of Ordinary shares 57 40 (57 ) (40 ) — — Purchases of Class A ordinary shares 118,823 (1,125,434 ) (28,607 ) (1,006,611 ) (118,827 ) (1,125,438 ) Share-based compensation expense 395,899 29,923 425,822 425,822 Purchases/redemptions of Accenture SCA Class I common shares, Accenture Canada Holdings Inc. exchangeable shares and Class X ordinary shares (1 ) (24,934 ) (500,319 ) (325,523 ) (825,843 ) (119,594 ) (945,437 ) Issuances of Class A ordinary shares: Employee share programs 1 15,818 (344,523 ) 384,209 356,800 10,895 396,487 40,538 437,025 Upon redemption of Accenture SCA Class I common shares 3,977 — — Dividends 51,814 (762,107 ) (710,293 ) (113,855 ) (824,148 ) Other, net 39,301 (5,826 ) 33,475 (58,977 ) (25,502 ) Balance as of August 31, 2010 $ 57 40 $ 16 696,815 $ 1 64,985 $ 973,889 $ 137,883 $ (2,524,137 ) (71,816 ) $ 4,634,329 $ (386,292 ) $ 2,835,746 $ 438,977 $ 3,274,723 U.S. dollars and share amounts)Contents Ordinary
Shares Class A
Ordinary
Shares Class X
Ordinary
Shares Restricted
Share
Units Additional
Paid-in
Capital Treasury Shares Retained
Earnings Accumulated
Other
Comprehensive
Income (Loss) Total
Accenture
plc
Shareholders’
Equity Noncontrolling
Interests Total
Shareholders’
Equity $ No. Shares $ No. Shares $ No. Shares $ No. Shares 1,780,656 1,780,656 279,803 2,060,459 14,915 14,915 1,932 16,847 (523 ) (523 ) (68 ) (591 ) 4,261 4,261 72 4,333 (177,767 ) (177,767 ) (23,032 ) (200,799 ) (159,114 ) (21,096 ) 1,621,542 1,880,249 65,946 65,946 65,946 57 40 (57 ) (40 ) — — 118,823 (1,125,434 ) (28,607 ) (1,006,611 ) (118,827 ) (1,125,438 ) 395,899 29,923 425,822 425,822 (1 ) (24,934 ) (500,319 ) (325,523 ) (825,843 ) (119,594 ) (945,437 ) 1 15,818 (344,523 ) 384,209 356,800 10,895 396,487 40,538 437,025 3,977 — — 51,814 (762,107 ) (710,293 ) (113,855 ) (824,148 ) 39,301 (5,826 ) 33,475 (58,977 ) (25,502 ) $ 57 40 $ 16 696,815 $ 1 64,985 $ 973,889 $ 137,883 $ (2,524,137 ) (71,816 ) $ 4,634,329 $ (386,292 ) $ 2,835,746 $ 438,977 $ 3,274,723 ACCENTURE PLCCONSOLIDATED SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME STATEMENTS — (Continued)For the Years Ended August 31, 2011, 2010 and 2009(In thousands Restricted Share Units Additional Paid-in Capital Treasury Shares Accumulated Other Comprehensive Income (Loss) Total Accenture plc Shareholders’ Equity Noncontrolling Interests Total Shareholders’ Equity $ No. Shares $ No. Shares $ No. Shares $ No. Shares Retained Earnings Comprehensive income: Net income 2,277,677 2,277,677 275,563 2,553,240 Other comprehensive income: Unrealized gains on cash flow hedges, net of tax and reclassification adjustments 28,014 28,014 2,737 30,751 Unrealized losses on marketable securities, net of reclassification adjustments (215 ) (215 ) (21 ) (236 ) Foreign currency translation adjustments, net of tax 192,408 192,408 25,965 218,373 Defined benefit plans, net of tax 31,705 31,705 3,097 34,802 Other comprehensive income 251,912 31,778 Comprehensive income 2,529,589 2,836,930 Income tax benefit on share-based compensation plans 93,772 93,772 93,772 Purchases of Class A ordinary shares 137,599 (1,599,734 ) (31,013 ) (1,462,135 ) (137,599 ) (1,599,734 ) Share-based compensation expense 415,918 34,219 450,137 450,137 Purchases/redemptions of Accenture SCA Class I common shares, Accenture Canada Holdings Inc. exchangeable shares and Class X ordinary shares (15,620 ) (515,690 ) (515,690 ) (56,453 ) (572,143 ) Issuances of Class A ordinary shares: Employee share programs 24,144 (638,085 ) 616,086 546,297 16,427 524,298 33,068 557,366 Upon redemption of Accenture SCA Class I common shares 6,837 — — Dividends 32,555 (610,751 ) (578,196 ) (65,446 ) (643,642 ) Other, net 21,168 (19,738 ) 1,430 (47,967 ) (46,537 ) Balance as of August 31, 2011 $ 57 40 $ 16 727,796 $ 1 49,365 $ 784,277 $ 525,037 $ (3,577,574 ) (86,402 ) $ 6,281,517 $ (134,380 ) $ 3,878,951 $ 471,921 $ 4,350,872 U.S. dollars and share amounts)Contents Ordinary
Shares Class A
Ordinary
Shares Class X
Ordinary
Shares Restricted
Share
Units Additional
Paid-in
Capital Treasury Shares Retained
Earnings Accumulated
Other
Comprehensive
Income (Loss) Total
Accenture
plc
Shareholders’
Equity Noncontrolling
Interests Total
Shareholders’
Equity $ No. Shares $ No. Shares $ No. Shares $ No. Shares 2,277,677 2,277,677 275,563 2,553,240 28,014 28,014 2,737 30,751 (215 ) (215 ) (21 ) (236 ) 192,408 192,408 25,965 218,373 31,705 31,705 3,097 34,802 251,912 31,778 2,529,589 2,836,930 93,772 93,772 93,772 137,599 (1,599,734 ) (31,013 ) (1,462,135 ) (137,599 ) (1,599,734 ) 415,918 34,219 450,137 450,137 (15,620 ) (515,690 ) (515,690 ) (56,453 ) (572,143 ) 24,144 (638,085 ) 616,086 546,297 16,427 524,298 33,068 557,366 6,837 — — 32,555 (610,751 ) (578,196 ) (65,446 ) (643,642 ) 21,168 (19,738 ) 1,430 (47,967 ) (46,537 ) $ 57 40 $ 16 727,796 $ 1 49,365 $ 784,277 $ 525,037 $ (3,577,574 ) (86,402 ) $ 6,281,517 $ (134,380 ) $ 3,878,951 $ 471,921 $ 4,350,872 Restricted Share Units Additional Paid-in Capital Treasury Shares Accumulated Other Comprehensive Income (Loss) Total Accenture plc Shareholders’ Equity Noncontrolling Interests Total Shareholders’ Equity $ No. Shares $ No. Shares $ No. Shares $ No. Shares Retained Earnings Comprehensive income: Net income 2,553,510 2,553,510 271,423 2,824,933 Other comprehensive loss: Unrealized losses on cash flow hedges, net of tax and reclassification adjustments (51,756 ) (51,756 ) (4,556 ) (56,312 ) Unrealized gains on marketable securities, net of reclassification adjustments 990 990 87 1,077 Foreign currency translation adjustments, net of tax (303,780 ) (303,780 ) (27,479 ) (331,259 ) Defined benefit plans, net of tax (189,222 ) (189,222 ) (16,655 ) (205,877 ) Other comprehensive loss (543,768 ) (48,603 ) Comprehensive income 2,009,742 2,232,562 Income tax benefit on share-based compensation plans 113,620 113,620 113,620 Purchases of Class A ordinary shares 146,689 (1,960,396 ) (34,316 ) (1,813,707 ) (146,689 ) (1,960,396 ) Share-based compensation expense 497,531 40,555 538,086 538,086 Purchases/redemptions of Accenture SCA Class I common shares, Accenture Canada Holdings Inc. exchangeable shares and Class X ordinary shares (5,993 ) (126,354 ) (126,354 ) (12,091 ) (138,445 ) Issuances of Class A ordinary shares: Employee share programs 13,331 (465,672 ) 653,442 252,345 8,308 440,115 14,272 454,387 Upon redemption of Accenture SCA Class I common shares 4,622 — — Dividends 47,578 (915,929 ) (868,351 ) (82,506 ) (950,857 ) Other, net (11,413 ) (14,856 ) (26,269 ) 10,868 (15,401 ) Balance as of August 31, 2012 $ 57 40 $ 16 745,749 $ 1 43,372 $ 863,714 $ 1,341,576 $ (5,285,625 ) (112,410 ) $ 7,904,242 $ (678,148 ) $ 4,145,833 $ 478,595 $ 4,624,428 2010 and 20092010 2011 2010 2009 $ 2,553,240 $ 2,060,459 $ 1,938,146 513,256 474,688 498,591 1,520 9,538 249,273 450,137 425,822 452,823 (196,395 ) 58,729 (62,979 ) 81,127 35,604 82,930 (486,128 ) (355,193 ) 658,134 (134,353 ) (22,040 ) 323,928 (466,913 ) (251,058 ) (256,476 ) 63,005 125,126 (306,166 ) 294,512 93,024 (98,776 ) 442,107 359,471 (280,863 ) 186,937 189,323 18,145 139,687 (111,873 ) (56,508 ) 3,441,739 3,091,620 3,160,202 10,932 15,261 22,722 (11,173 ) (13,528 ) (1,782 ) 6,755 3,792 4,665 (403,714 ) (238,215 ) (243,455 ) (306,187 ) (41,075 ) (29,487 ) — — 2,163 (703,387 ) (273,765 ) (245,174 ) 557,366 437,025 404,710 (2,171,877 ) (2,070,875 ) (1,855,384 ) (1,539 ) 682 (2,182 ) (69 ) 5 (4,787 ) (643,642 ) (824,148 ) (378,446 ) 171,314 67,323 66,766 (33,057 ) (39,038 ) (80,980 ) (2,121,504 ) (2,429,026 ) (1,850,303 ) 245,938 (92,199 ) (125,823 ) 862,786 296,630 938,902 4,838,292 4,541,662 3,602,760 $ 5,701,078 $ 4,838,292 $ 4,541,662 $ 14,884 $ 14,733 $ 14,239 $ 824,434 $ 608,035 $ 813,155 2012 2011 2010 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 2,824,933 $ 2,553,240 $ 2,060,459 Adjustments to reconcile Net income to Net cash provided by operating activities— Depreciation, amortization and asset impairments 593,545 513,256 474,688 Reorganization costs, net 1,691 1,520 9,538 Share-based compensation expense 538,086 450,137 425,822 Deferred income taxes, net (176,078 ) (196,395 ) 58,729 Other, net (94,332 ) 81,127 35,604 Change in assets and liabilities, net of acquisitions— Receivables from clients, net 15,822 (486,128 ) (355,193 ) Unbilled services, current and non-current (144,281 ) (134,353 ) (22,040 ) Other current and non-current assets (126,296 ) (466,913 ) (251,058 ) Accounts payable (68,082 ) 63,005 125,126 Deferred revenues, current and non-current 229,724 294,512 93,024 Accrued payroll and related benefits 420,049 442,107 359,471 Income taxes payable, current and non-current 73,029 186,937 189,323 Other current and non-current liabilities 169,042 139,687 (111,873 ) Net cash provided by operating activities 4,256,852 3,441,739 3,091,620 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from maturities and sales of available-for-sale investments 12,549 10,932 15,261 Purchases of available-for-sale investments (7,554 ) (11,173 ) (13,528 ) Proceeds from sales of property and equipment 5,977 6,755 3,792 Purchases of property and equipment (371,974 ) (403,714 ) (238,215 ) Purchases of businesses and investments, net of cash acquired (174,383 ) (306,187 ) (41,075 ) Net cash used in investing activities (535,385 ) (703,387 ) (273,765 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of ordinary shares 454,387 557,366 437,025 Purchases of shares (2,098,841 ) (2,171,877 ) (2,070,875 ) (Repayments of) proceeds from long-term debt, net (6,399 ) (1,539 ) 682 Proceeds from (repayments of) short-term borrowings, net 131 (69 ) 5 Cash dividends paid (950,857 ) (643,642 ) (824,148 ) Excess tax benefits from share-based payment arrangements 78,357 171,314 67,323 Other, net (35,633 ) (33,057 ) (39,038 ) Net cash used in financing activities (2,558,855 ) (2,121,504 ) (2,429,026 ) Effect of exchange rate changes on cash and cash equivalents (223,164 ) 245,938 (92,199 ) NET INCREASE IN CASH AND CASH EQUIVALENTS 939,448 862,786 296,630 5,701,078 4,838,292 4,541,662 $ 6,640,526 $ 5,701,078 $ 4,838,292 Supplemental cash flow information Interest paid $ 15,133 $ 14,884 $ 14,733 Income taxes paid $ 1,033,704 $ 824,434 $ 608,035 services and outsourcing organizationsservices and operates globally with one common brand and business model designed to enable it to provide clients around the world with the same high level of service. Drawing on a combination of industry expertise, functional capabilities, alliances, global resources and technology, Accenture plc deliversseeks to deliver competitively priced, high-value services that help clients measurably improve business performance. Accenture plc’s global delivery model enables it to provide a completean end-to-end delivery capability by drawing on its global resources to deliver high-quality, cost-effective solutions to clients under demanding timeframes.9%8% and 11%9% as of August 31, 20112012 and 2010,2011, respectively. Purchases and/or redemptions of Accenture SCA Class I common shares or Accenture Canada Holdings Inc. exchangeable shares are accounted for at carryover basis.2011”2012” means the 12-month period that ended on August 31, 2011.2012. All references to quarters, unless otherwise noted, refer to the quarters of the Company’s fiscal year.On August 5, 2009, the shareholders of Accenture Ltd, the Company’s predecessor holding company, voted in favor of the Transaction. The Transaction was subsequently completed on September 1, 2009, following approval from the Supreme Court of Bermuda, at which time Accenture Ltd, our predecessor holding company, became a wholly owned subsidiary of Accenture plc and Accenture plc became the Company’s parent holding company. Accenture Ltd was dissolved on December 22,29, 2009.ACCENTURE PLCNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)(In thousands of U.S. dollars, except share and per shareCertain amounts, or as otherwise disclosed)ReclassificationsCertain amountsin the Notes to Consolidated Financial Statements, reported in previous years have been reclassified to conform to the fiscal 20112012 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 2011 and 2010 presentation, as it would be impractical to do so.onesix months to two years. Estimated revenues used in applying the percentage-of-completion method include estimated incentives for which achievement of defined goals is deemed probable. This method is followed where reasonably dependable estimates of revenues and costs can be made. Estimates of total contract revenues and costs are continuously monitored during the term of the contract, and recorded revenues and estimated costs are subject to revision as the contract progresses. Such revisions may result in increases or decreases to revenues and income and are reflected in the Consolidated Financial Statements in the periods in which they are first identified. If the Company’s estimates indicate that a contract loss will occur, a loss provisionearned in accordance with the Securities and Exchange Commission (the “SEC”) Staff Accounting Bulletin (“SAB”) No. 101,“Revenue Recognition in Financial Statements”(“SAB 101”), as amended by SAB No. 104,“Revenue Recognition”(“SAB 104”).earned. The Company considers amounts to be earned once evidence of an arrangement has been obtained, services are delivered, fees are fixed or determinable, and collectibility is reasonably assured. In such contracts, the Company’s efforts, measured by time incurred, typically are provided in less than a year and represent the contractual milestones or output measure, which is the contractual earnings pattern. For non-technology integration consulting contracts with fixed fees, the Company recognizes revenues as amounts become billable in accordance with contract terms, provided the billable amounts are not contingent, are consistent with the services delivered, and are earned. Contingent or incentive revenues relating to non-technology integration consulting contracts are recognized when the contingency is satisfied and the Company concludes the amounts are earned.ACCENTURE PLCNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)earned in accordance with SAB 101, as amended by SAB 104.earned. Revenues from time-and-materials or cost-plus contracts are recognized as the services are performed. In such contracts, the Company’s effort, measured by time incurred, represents the contractual milestones or output measure, which is the contractual earnings pattern. Revenues from unit-priced contracts are recognized as transactions are processed based on objective measures of output. Revenues from fixed-price contracts are recognized on a straight-line basis, unless revenues are earned and obligations are fulfilled in a different pattern. Outsourcing contracts can also include incentive payments for benefits delivered to clients. Revenues relating to such incentive payments are recorded when the contingency is satisfied and the Company concludes the amounts are earned.$547,308$538,638 and $508,829$547,308 as of August 31, 20112012 and 2010,2011, respectively, and are included in Deferred contract costs. Amounts billable to the client for transition or set-up activities are deferred and recognized as revenue evenly over the period outsourcing services are provided. Deferred transition revenues were $553,232$551,364 and $496,646$553,232 as of August 31, 20112012 and 2010,2011, respectively, and are included in non-current Deferred revenues relating to contract costs.ACCENTURE PLCNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)$1,150,000$1,265,000 and $425,000$1,150,000 as of August 31, 20112012 and 2010,2011, respectively. As a result of certain subsidiaries’ cash management systems, checks issued but not presented to the banks for payment may create negative book cash payables. Such negative balances are classified as Current portion of long term debt and bank borrowings.ACCENTURE PLCNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)20112012 and 2010,2011, total allowances recorded for client receivables and unbilled services were $73,296$64,874 and $104,753,$73,296, respectively. The allowance reflects the Company’s best estimate of collectibility risks on outstanding receivables and unbilled services. In limited circumstances, the Company agrees to extend financing to certain clients. The terms vary by contract, but generally payment for services is contractually linked to the achievement of specified performance milestones.(Loss) gainLoss on investments, net. The Company does not hold these investments for speculative or trading purposes.ACCENTURE PLCNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed) Fiscal 2011 2010 2009 $ 810,387 $ 591,229 $ 794,218 503,222 383,700 434,937 69,767 71,157 77,315 (24,361 ) 3,345 75,008 Fiscal 2012 2011 2010 Training costs $ 857,574 $ 810,387 $ 591,229 Research and development costs 559,611 481,970 376,985 Advertising costs 81,640 81,420 81,218 (Release of) provision for doubtful accounts (1) (204 ) (24,361 ) 3,345 (1) September 2010,March 2012, the Company adopted guidance issued by the Financial Accounting Standards Board (“FASB”) on revenue recognition guidance for arrangements with multiple deliverables.fair value measurements. The guidance eliminatesdefines fair value as the residual method of allocationprice that would be received to sell an asset or paid to transfer a liability in previous guidance; requires that arrangement considerations be allocatedan orderly transaction between market participants at the inception ofmeasurement date under current market conditions, i.e. an exit price. Additionally, any transfers between Level 1 and Level 2 asset valuation classifications must be disclosed, including the arrangement to all deliverables usingreasons for the relative selling price; and requires a vendor to 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.transfers. The adoption of this guidance did not have a material impact on its Consolidated Financial Statements.On September 1, 2009, For additional information related to the Company adopted guidance issued by the FASB on business combinations. The guidance establishes principlesthree-level hierarchy of fair value measurements, see Note 10 (Retirement 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 informationProfit Sharing Plans) to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The Company’s adoption of the guidance on business combinations did not have a material impact on itsthese Consolidated Financial Statements.On September 1, 2009, the Company adopted guidance issued by the FASB on noncontrolling interests, which establishes accounting and reporting standards requiring 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. Fiscal 2011 2010 2009 $ 2,277,677 $ 1,780,656 $ 1,589,963 645,631,170 637,170,234 623,007,198 $ 3.53 $ 2.79 $ 2.55 $ 2,277,677 $ 1,780,656 $ 1,589,963 243,575 257,636 330,080 $ 2,521,252 $ 2,038,292 $ 1,920,043 645,631,170 637,170,234 623,007,198 69,326,725 92,279,826 127,461,437 27,096,115 36,825,333 36,284,449 130,530 303,585 138,260 742,184,540 766,578,978 786,891,344 $ 3.40 $ 2.66 $ 2.44 Fiscal 2012 2011 2010 Basic Earnings per share Net income attributable to Accenture plc $ 2,553,510 $ 2,277,677 $ 1,780,656 Basic weighted average Class A ordinary shares 643,132,601 645,631,170 637,170,234 Basic earnings per share $ 3.97 $ 3.53 $ 2.79 Diluted Earnings per share Net income attributable to Accenture plc $ 2,553,510 $ 2,277,677 $ 1,780,656 Net income attributable to noncontrolling interests in Accenture SCA and
Accenture Canada Holdings Inc. (1)237,520 243,575 257,636 Net income for diluted earnings per share calculation $ 2,791,030 $ 2,521,252 $ 2,038,292 Basic weighted average Class A ordinary shares 643,132,601 645,631,170 637,170,234 Class A ordinary shares issuable upon redemption/exchange of noncontrolling
interests (1)59,833,742 69,326,725 92,279,826 Diluted effect of employee compensation related to Class A ordinary shares (2) 23,322,514 27,735,094 37,259,740 Diluted effect of share purchase plans related to Class A ordinary shares 127,595 130,530 303,585 Diluted weighted average Class A ordinary shares 726,416,452 742,823,519 767,013,385 Diluted earnings per share (2) $ 3.84 $ 3.39 $ 2.66 (1) (2) 20102011 and 20092010 diluted weighted average Accenture plc Class A ordinary shares and earnings per share amounts have been restated to reflect the impact of the issuance of additional restricted share units to holders of restricted share units in connection with the fiscal 2012payment of cash dividends. This did not resultrestatement resulted in a change to previously reported Dilutedone cent decrease in diluted earnings per share.share from $3.40 to $3.39 for fiscal 2011. and 2009, , 110,294 and 193,143 options respectively, were excluded from the calculation of diluted earnings per share because their exercise prices would render them anti-dilutive.ACCENTURE PLCNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)(In thousandsAND RESTRUCTURING COSTS, NETReorganization Fiscal 2011 2010 2009 $ 271,907 $ 296,104 $ 308,694 — (1,999 ) (23,479 ) — — 7,297 — (1,999 ) (16,182 ) 1,520 11,537 12,889 (3,873 ) — — 37,732 (33,735 ) (9,297 ) $ 307,286 $ 271,907 $ 296,104 Fiscal 2012 2011 2010 Reorganization liability, beginning of period $ 307,286 $ 271,907 $ 296,104 Final determinations(1) — — (1,999 ) Interest expense accrued 1,691 1,520 11,537 Payments — (3,873 ) — Foreign currency translation adjustments (40,171 ) 37,732 (33,735 ) Reorganization liability, end of period $ 268,806 $ 307,286 $ 271,907 (1) 2011,2012, reorganization liabilities of $294,798$257,589 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 $12,488$11,217 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 ofACCENTURE PLCNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)2011,2012, only a small number of jurisdictions remain that have active audits/investigations or open statutes of limitations, and only one is significant (which is the country referenced above). In that country, 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 have resulted, and others of which are expected to result, in litigation. These individuals and the Company intend to vigorously defend their positions.RestructuringThe Company recognized restructuring costs August 31, 2011 2010 $ 32,354 $ 4,340 (984 ) (769 ) 147,770 (44,638 ) (313,520 ) (345,225 ) $ (134,380 ) �� $ (386,292 ) August 31, 2012 2011 Net unrealized (losses) gains on cash flow hedges, net of tax of $(12,348) and $19,960, respectively $ (19,402 ) $ 32,354 Net unrealized gains (losses) on marketable securities 6 (984 ) Foreign currency translation adjustments, net of tax of $7,027 and $10,228, respectively (156,010 ) 147,770 Defined benefit plans, net of tax of $(304,450) and $(182,427), respectively (502,742 ) (313,520 ) Accumulated other comprehensive loss $ (678,148 ) $ (134,380 ) August 31, 2012 2011 Buildings and land $ 3,296 $ 3,807 Computers, related equipment and software 1,356,950 1,440,514 Furniture and fixtures 313,370 322,888 Leasehold improvements 654,134 657,987 Property and equipment, gross 2,327,750 2,425,196 Total accumulated depreciation (1,548,256 ) (1,639,965 ) Property and equipment, net $ 779,494 $ 785,231 — (continued)5. PROPERTY AND EQUIPMENTThe components of Property and equipment, net were as follows: August 31, 2011 2010 $ 3,807 $ 3,321 1,440,514 1,336,357 322,888 300,914 657,987 578,715 2,425,196 2,219,307 (1,639,965 ) (1,559,738 ) $ 785,231 $ 659,569 during fiscal 2011, the Company completed four individually immaterial acquisitions. The total consideration for all fiscal 2011 acquisitions was $306,187.$306,187. In connection with these acquisitions, the Company recorded combined goodwill of $254,975, a portion of$254,975, which was allocated to each ofamong the reportable operating segments. The Company also recorded $81,735$81,735 in intangible assets, primarily related to customer relationships and intellectual property. The intangible assets are being amortized over a period of less than one to fifteen years. The pro forma effects on the Company’s operations were not material.acquisitions and had no acquisitions in fiscal 2009.20112012 and 2010. August 31,
2009 Additions/
Adjustments Foreign
Currency
Translation
Adjustments August 31,
2010 Additions/
Adjustments Foreign
Currency
Translation
Adjustments August 31,
2011 $ 154,903 $ 1,438 $ (4,827 ) $ 151,514 $ 11,638 $ 10,715 $ 173,867 140,364 2,314 (1,446 ) 141,232 159,757 3,731 304,720 274,912 7,964 (2,330 ) 280,546 3,219 2,393 286,158 182,442 15,122 (4,208 ) 193,356 71,185 14,388 278,929 72,531 1,169 886 74,586 9,195 4,536 88,317 $ 825,152 $ 28,007 $ (11,925 ) $ 841,234 $ 254,994 $ 35,763 $ 1,131,991 August 31,
2010 Additions/
Adjustments Foreign
Currency
Translation
Adjustments August 31,
2011 Additions/
Adjustments Foreign
Currency
Translation
Adjustments August 31,
2012Communications, Media &
Technology (1)$ 151,514 $ 11,638 $ 10,715 $ 173,867 $ 2,298 $ (7,752 ) $ 168,413 Financial Services 141,232 159,757 3,731 304,720 112,733 (9,497 ) 407,956 Health & Public Service 280,546 3,219 2,393 286,158 1,322 (2,147 ) 285,333 Products 193,356 71,185 14,388 278,929 5,241 (13,992 ) 270,178 Resources 74,586 9,195 4,536 88,317 3,147 (7,961 ) 83,503 Total $ 841,234 $ 254,994 $ 35,763 $ 1,131,991 $ 124,741 $ (41,349 ) $ 1,215,383 (1) On September 1, 2011, the Company renamed the Communications & High Tech operating group to Communications, Media & Technology. No amounts have been reclassified in any period in connection with this name change. $79,243$61,486 as of August 31, 2011.20112012 was $20,570.$94,076.20112012 and 2010,2011, the Company held no derivatives that were designated as fair value or net investment hedges.ACCENTURE PLCNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)expense,income (expense), net in the Consolidated Income Statement and for fiscal 2012, 2011 and 2010, was not material. In addition, the Company did not discontinue any cash flow hedges during fiscal 2012, 2011 and 2010.2010. (losses) on cash flow hedges, net of tax, in Accumulated other comprehensive loss was as follows: Fiscal 2011 2010 $ 4,340 $ (10,575 ) 44,229 26,806 (13,478 ) (9,959 ) (2,737 ) (1,932 ) $ 32,354 $ 4,340 Fiscal 2012 2011 Net unrealized gains on cash flow hedges, net of tax, beginning of period $ 32,354 $ 4,340 Change in fair value, net of tax of $(54,868) and $27,837, respectively (91,664 ) 44,229 Reclassification adjustments into Cost of services, net of tax of $19,716 and $(8,276),
respectively35,352 (13,478 ) Portion attributable to Noncontrolling interests, net of tax of $2,843 and $(1,741),
respectively4,556 (2,737 ) Net unrealized (losses) gains on cash flow hedges, net of tax, end of period $ (19,402 ) $ 32,354 2011, $8,6782012, $(28,346) of the amounts related to derivatives designated as cash flow hedges and recorded in Accumulated other comprehensive loss is expected to be reclassified into earnings in the next 12 months.$112,118 and $29,574$112,118 for fiscal 20112012 and 2010,2011, respectively. These net gains were offset by net foreign currencyGains and losses including net losses related to the underlying balance sheet exposures, andon these contracts are recorded in Other income (expense), net in the Consolidated Income Statement. August 31, 2012 2011 Assets Cash Flow Hedges Other current assets $ 15,392 $ 21,714 Other non-current assets 36,106 43,666 Other Derivatives Other current assets 9,988 13,863 Total assets $ 61,486 $ 79,243 Liabilities Cash Flow Hedges Other accrued liabilities $ 59,458 $ 4,649 Other non-current liabilities 23,471 698 Other Derivatives Other accrued liabilities 11,147 15,223 Total liabilities $ 94,076 $ 20,570 Total fair value $ (32,590 ) $ 58,673 Total notional value $ 4,853,191 $ 4,127,456 Fair Value of Derivative InstrumentsThe notional and fair values of all derivative instruments were as follows: August 31, 2011 2010 $ 21,714 $ 10,806 43,666 13,962 13,863 4,422 $ 79,243 $ 29,190 $ 4,649 $ 9,845 698 5,202 15,223 7,823 $ 20,570 $ 22,870 $ 58,673 $ 6,320 $ 4,127,456 $ 2,590,314 2011,2012, the Company had the following borrowing facilities: Facility
Amount Borrowings
Under
Facilities $ 1,200,000 $ — 480,090 — 169,170 — $ 1,849,260 $ — Facility
Amount Borrowings
Under
FacilitiesSyndicated loan facility (1) $ 1,000,000 $ — Separate, uncommitted, unsecured multicurrency revolving credit facilities (2) 518,495 — Local guaranteed and non-guaranteed lines of credit (3) 124,953 — Total $ 1,643,448 $ — (1) Thiswhich maturesmaturing on July 31, 2012 with a $1,000,000 syndicated loan facility maturing on October 31, 2016. This facility provides unsecured, revolving borrowing capacity for general working capital purposes, including the issuance of letters of credit. Financing is provided under this facility at the prime rate or at the London Interbank Offered Rate plus a spread. This facility requires the Company to: (1) limit liens placed on its assets to (a) liens incurred in the ordinary course of business (subject to certain qualifications) and (b) other liens securing obligations not to exceed 30% of its consolidated assets; and (2) maintain a debt-to-cash-flow ratio not exceeding 1.75 to 1.00. The Company continues to be in compliance with relevant covenant terms. The facility is subject to annual commitment fees. As of August 31, 2011 and 2010,2012, the Company had no borrowings under the facility. As of August 31, 2011, the Company had no borrowings under the prior facility.(2) 20112012 and 2010,2011, the Company had no borrowings under these facilities.(3) 20112012 and 2010,2011, the Company had no borrowings under these various facilities.Under the borrowing facilities described above, the Company had an aggregate of $177,906 and $152,117 of letters of credit outstanding as of August 31, 2011 and 2010, respectively. In addition, the Company also had total outstanding debt of $4,419 and $1,588 as of August 31, 2011 and 2010, respectively. Fiscal 2011 2010 2009 $ 334,400 $ 302,500 $ 256,379 46,878 42,562 30,187 747,762 437,150 511,890 1,129,040 782,212 798,456 (8,229 ) (56,848 ) 22,437 (1,140 ) (8,123 ) 2,383 (160,889 ) 136,669 (83,686 ) (170,258 ) 71,698 (58,866 ) $ 958,782 $ 853,910 $ 739,590 Fiscal 2012 2011 2010 Current taxes: U.S. federal(1) $ 118,498 $ 334,400 $ 302,500 U.S. state and local(1) 16,754 46,878 42,562 Non-U.S. 887,008 747,762 437,150 Total current tax expense 1,022,260 1,129,040 782,212 Deferred taxes: U.S. federal(1) 161,093 (8,229 ) (56,848 ) U.S. state and local(1) 27,362 (1,140 ) (8,123 ) Non-U.S. (131,474 ) (160,889 ) 136,669 Total deferred tax expense (benefit) 56,981 (170,258 ) 71,698 Total $ 1,079,241 $ 958,782 $ 853,910 (1) (benefit) recorded in Accumulated other comprehensive loss in the Consolidated Balance Sheets related to the defined benefit plans liability before noncontrolling interests was $21,171$(132,764) and $(105,238)$21,171 in fiscal 20112012 and 2010,2011, respectively, and related to the cash flow hedges before noncontrolling interests was $19,561$(35,152) and $11,411$19,561 in fiscal 20112012 and 2010,2011, respectively. Fiscal 2011 2010 2009 $ 719,315 $ 526,721 $ 689,076 2,792,707 2,387,648 1,988,660 $ 3,512,022 $ 2,914,369 $ 2,677,736 ACCENTURE PLCNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed) Fiscal 2012 2011 2010 U.S. sources $ 748,177 $ 719,315 $ 526,721 Non-U.S. sources 3,155,997 2,792,707 2,387,648 Total $ 3,904,174 $ 3,512,022 $ 2,914,369 Fiscal 2011 2010 2009 35.0 % 35.0 % 35.0 % 0.9 0.9 1.2 (14.6 ) (10.1 ) (10.0 ) (0.6 ) (1.1 ) (4.1 ) 4.8 2.5 3.4 1.8 2.1 2.1 27.3 % 29.3 % 27.6 % Fiscal 2012 2011 2010 U.S. federal statutory income tax rate 35.0 % 35.0 % 35.0 % U.S. state and local taxes, net 1.0 0.9 0.9 Non-U.S. operations taxed at lower rates (13.7 ) (14.6 ) (10.1 ) Final determinations(1) (8.6 ) (0.6 ) (1.1 ) Other net activity in unrecognized tax benefits 9.4 4.8 2.5 Other, net 4.5 1.8 2.1 Effective income tax rate 27.6 % 27.3 % 29.3 % (1) The components August 31, 2012 2011 Deferred tax assets: Pensions $ 165,216 $ 229,963 Revenue recognition 89,420 96,930 Compensation and benefits 440,768 379,597 Share-based compensation 239,326 232,508 Tax credit carryforwards 137,904 165,451 Net operating loss carryforwards 176,649 181,892 Depreciation and amortization 55,182 47,671 Deferred amortization deductions 244,103 121,529 Indirect effects of unrecognized tax benefits 316,776 254,101 Other 105,790 54,106 1,971,134 1,763,748 Valuation allowance (221,015 ) (246,667 ) Total deferred tax assets 1,750,119 1,517,081 Deferred tax liabilities: Revenue recognition (56,429 ) (29,689 ) Depreciation and amortization (96,833 ) (75,230 ) Investments in subsidiaries (174,943 ) (161,474 ) Other (54,877 ) (43,353 ) Total deferred tax liabilities (383,082 ) (309,746 ) Net deferred tax assets $ 1,367,037 $ 1,207,335 $246,667$221,015 and $233,260$246,667 as of August 31, 20112012 and 2010,2011, respectively, against deferred tax assets principally associated with certain tax net operating loss and tax credit carryforwards, as the Company believes it is more likely than not that these assets will not be realized. For all other deferred tax assets, the Company believes it is more likely than not that the results of future operations will generate sufficient taxable income to realize these deferred tax assets. During fiscal 2011,2012, the Company recorded a net increasedecrease of $13,407$25,652 in the valuation allowance, primarily due to foreign currency translation.20112012 of $658,169.$652,062. Of this amount, $68,159$74,624 expires between 20122013 and 2017, $47,3602018, $57,989 expires between 20182019 and 2031, and $542,650$519,449 has an indefinite carryforward period. The Company had tax credit carryforwards as of August 31, 20112012 of $165,451,$137,904, of which $60,572$27,460 will expire between 20122013 and 2017, $24,3022018, $40,743 will expire between 20182019 and 2025,2022, and $80,577$69,701 has an indefinite carryforward period.2011,2012, the Company had $1,645,831$1,604,745 of unrecognized tax benefits, of which $805,186,$813,721, if recognized, would favorably affect the Company’s effective tax rate. As of August 31, 2010,2011, the Company had $1,254,468$1,645,831 of unrecognized tax benefits, of which $703,967,$805,186, if recognized, would favorably affect the Company’s effective tax rate. The differences of $840,645$791,024 and $550,501,$840,645, respectively, represent items recorded as adjustments to equity and offsetting tax benefits associated with the correlative effects of potential transfer pricing adjustments, state income taxes and timing adjustments. Fiscal 2011 2010 $ 1,254,468 $ 1,053,426 316,550 151,008 132,407 115,975 (77,072 ) (39,772 ) (8,056 ) (7,611 ) (7,000 ) (5,038 ) 34,534 (13,520 ) $ 1,645,831 $ 1,254,468 For the year ended August 31, 2010, substantially all of the additions for tax positions related to prior years are for items that had no net impact to the consolidated financial statements. Fiscal 2012 2011 Balance, at beginning of period $ 1,645,831 $ 1,254,468 Additions for tax positions related to the current year 271,305 316,550 Additions for tax positions related to prior years 328,210 132,407 Reductions for tax positions related to prior years (458,767 ) (77,072 ) Statute of limitations expirations (26,766 ) (8,056 ) Settlements with tax authorities (112,520 ) (7,000 ) Cumulative translation adjustments (42,548 ) 34,534 Balance, at end of period $ 1,604,745 $ 1,645,831 2010 and 2009,2010, the Company recognized approximately $73,016, $42,489(benefit) expense of $(98,765), $59,950 and $47,498$36,542 in interest and penalties, respectively. The Company had accrued interest and penalties related to unrecognized tax benefits of $285,458 ($198,646,$171,556 ($125,993, net of tax benefits) and $222,499 ($153,719,$285,458 ($198,646, net of tax benefits) on the Company’s Consolidated Balance Sheet as of August 31, 20112012 and 2010,2011, respectively.2008.2005 closed during fiscal 2012. The Company is also currently under audit in numerous state and non-U.S. tax jurisdictions. AlthoughACCENTURE PLCNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)2003.2004. The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease by approximately $793,000$86,000$208,000 in the next 12 months as a result of settlements, lapses of statutes of limitations and other adjustments. The majority of these amounts relate to transfer pricing matters in both U.S. and non-U.S. tax jurisdictions.2011,2012, the Company had not recognized a deferred tax liability on $1,795,121$2,116,263 of undistributed earnings for certain foreign subsidiaries, because these earnings are intended to be permanently reinvested. If such earnings were distributed, some countries may impose withholding taxes. It is not practicable to determine the amount of the related unrecognized deferred income tax liability.20122013 and 2016.2016. Some of the holidays are renewable at reduced levels, with renewal periods through 2026.2026. The income tax benefits attributable to the tax status of these subsidiaries were estimated to be approximately $72,000, $71,000$84,000, $72,000 and $78,000$71,000 in fiscal 2012, 2011 2010 and 2009,2010, respectively.arewere as follows: August 31, 2011 2010 U.S. Plans Non-U.S.
Plans U.S. Plans Non-U.S.
Plans 5.25 % 4.99 % 5.25 % 4.77 % 4.00 % 4.03 % 4.00 % 3.68 % ACCENTURE PLCNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed) August 31, 2012 2011 U.S. Plans Non-U.S.
Plans U.S. Plans Non-U.S.
PlansDiscount rate 4.00 % 4.23 % 5.25 % 4.99 % Rate of increase in future compensation 4.00 % 3.81 % 4.00 % 4.03 % 2010 and 20092010 was $110,332, $76,425$102,555, $110,332 and $64,400$76,425 respectively.20112012 and 20102011 were as follows: August 31, 2011 2010 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans $ 1,376,546 $ 904,322 $ 1,125,474 $ 704,036 12,602 50,817 12,662 44,493 71,433 43,976 66,709 37,923 — — — 1,066 — 7,143 — 6,320 — 2,616 — 33,172 — — — (12,260 ) — (201 ) — (1,484 ) — (11,793 ) — (7,133 ) 4,642 (20,545 ) 199,930 141,944 (31,339 ) (23,563 ) (28,229 ) (17,712 ) — 93,480 — (26,043 ) $ 1,433,884 $ 1,046,251 $ 1,376,546 $ 904,322 $ 930,126 $ 678,773 $ 853,197 $ 587,032 96,677 19,986 94,633 34,098 — 2,622 — 36,350 11,043 38,286 10,525 44,652 — 7,143 — 6,320 — (11,278 ) — (7,133 ) (31,339 ) (23,563 ) (28,229 ) (17,712 ) — 67,785 — (4,834 ) $ 1,006,507 $ 779,754 $ 930,126 $ 678,773 $ (427,377 ) $ (266,497 ) $ (446,420 ) $ (225,549 ) $ — $ 17,750 $ — $ 27,961 (11,445 ) (6,500 ) (11,043 ) (3,515 ) (415,932 ) (277,747 ) (435,377 ) (249,995 ) 360,133 142,415 410,260 144,982 $ (67,244 ) $ (124,082 ) $ (36,160 ) $ (80,567 ) August 31, 2012 2011 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans Reconciliation of benefit obligation Benefit obligation, beginning of year $ 1,433,884 $ 1,046,251 $ 1,376,546 $ 904,322 Service cost 11,437 53,086 12,602 50,817 Interest cost 74,403 47,800 71,433 43,976 Participant contributions — 7,058 — 7,143 Acquisitions/divestitures/transfers — 7,211 — 2,616 Curtailments — — — (201 ) Settlements — — — (11,793 ) Actuarial loss (gain) 395,636 94,896 4,642 (20,545 ) Benefits paid (33,816 ) (30,710 ) (31,339 ) (23,563 ) Exchange rate impact — (79,628 ) — 93,480 Benefit obligation, end of year $ 1,881,544 $ 1,145,964 $ 1,433,884 $ 1,046,251 Reconciliation of fair value of plan assets Fair value of plan assets, beginning of year $ 1,006,507 $ 779,754 $ 930,126 $ 678,773 Actual return on plan assets 202,018 67,724 96,677 19,986 Acquisitions/divestitures/transfers — 6,935 — 2,622 Employer contributions 11,252 55,052 11,043 38,286 Participant contributions — 7,058 — 7,143 Settlements — — — (11,278 ) Benefits paid (33,816 ) (30,710 ) (31,339 ) (23,563 ) Exchange rate impact — (39,319 ) — 67,785 Fair value of plan assets, end of year $ 1,185,961 $ 846,494 $ 1,006,507 $ 779,754 Funded status, end of year $ (695,583 ) $ (299,470 ) $ (427,377 ) $ (266,497 ) Amounts recognized in the Consolidated Balance Sheets: Non-current assets $ — $ 30,365 $ — $ 17,750 Current liabilities (11,709 ) (8,953 ) (11,445 ) (6,500 ) Non-current liabilities (683,874 ) (320,881 ) (415,932 ) (277,747 ) Accumulated other comprehensive loss, pre-tax 607,014 188,327 360,133 142,415 Net amount recognized at end of year $ (88,569 ) $ (111,142 ) $ (67,244 ) $ (124,082 ) 20112012 was as follows: U.S. Plans Non-U.S.
Plans $ 360,123 $ 161,750 10 (19,335 ) $ 360,133 $ 142,415 U.S. Plans Non-U.S.
PlansNet actuarial loss $ 607,011 $ 203,608 Prior service cost (credit) 3 (15,281 ) Total $ 607,014 $ 188,327 20112012 into net periodic pension expense during fiscal 20122013 are as follows: U.S. Plans Non-U.S.
Plans $ 21,434 $ 10,531 10 (2,856 ) $ 21,444 $ 7,675 U.S. Plans Non-U.S.
PlansActuarial loss $ 42,694 $ 11,384 Prior service cost (credit) 3 (2,669 ) Total $ 42,697 $ 8,715 20112012 and 20102011 was as follows: August 31, 2011 2010 U.S. Plans Non-U.S.
Plans U.S. Plans Non-U.S.
Plans $ 1,421,917 $ 944,287 $ 1,363,544 $ 822,372 August 31, 2012 2011 U.S. Plans Non-U.S.
Plans U.S. Plans Non-U.S.
PlansAccumulated benefit obligation $ 1,867,820 $ 1,046,280 $ 1,421,917 $ 944,287 20112012 and 2010: August 31, 2011 2010 U.S. Plans Non-U.S.
Plans U.S. Plans Non-U.S.
Plans $ 1,433,884 $ 879,298 $ 1,376,546 $ 765,565 1,006,507 595,051 930,126 512,056 ACCENTURE PLC:NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed) August 31, 2011 2010 U.S. Plans Non-U.S.
Plans U.S. Plans Non-U.S.
Plans $ 1,421,917 $ 656,196 $ 1,363,544 $ 543,459 1,006,507 443,412 930,126 347,799 August 31, 2012 2011 U.S. Plans Non-U.S.
Plans U.S. Plans Non-U.S.
PlansProjected benefit obligation in excess of plan assets: Projected benefit obligation $ 1,881,544 $ 672,195 $ 1,433,884 $ 879,298 Fair value of plan assets 1,185,961 342,361 1,006,507 595,051 August 31, 2012 2011 U.S. Plans Non-U.S.
Plans U.S. Plans Non-U.S.
PlansAccumulated benefit obligation in excess of plan assets: Accumulated benefit obligation $ 1,867,820 $ 436,499 $ 1,421,917 $ 656,196 Fair value of plan assets 1,185,961 178,600 1,006,507 443,412 2013 Target
Allocation 2012 2011 U.S.
Plans Non-U.S.
Plans U.S.
Plans Non-U.S.
Plans U.S.
Plans Non-U.S.
PlansAsset Category Equity securities 25 % 35-40% 55 % 40 % 59 % 34 % Debt securities 75 45-50 44 44 40 47 Cash and short-term investments — 0-5 1 2 1 5 Insurance contracts — 10-15 — 11 — 11 Other — 0-5 — 3 — 3 Total 100 % 100% 100 % 100 % 100 % 100 % Plan AssetsThe Company’s target allocation for fiscal 2012 and weighted-average plan assets allocations as of August 31, 2011 and 2010 by asset category, for material defined benefit pension plans are as follows: 2012 Target
Allocation 2011 2010 U.S.
Plans Non-U.S.
Plans U.S.
Plans Non-U.S.
Plans U.S.
Plans Non-U.S.
Plans 60 % 35-40 % 59 % 34 % 57 % 33 % 40 45-50 40 47 42 39 — 0-5 1 5 1 14 — 0-5 0 11 — 11 — 10-15 0 3 — 3 100 % 100 % 100 % 100 % 100 % 100 % ACCENTURE PLCNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)20112012 are as follows: Level 1 Level 2 Level 3 Total $ — $ 357,437 $ — $ 357,437 — 232,842 — 232,842 — 332,332 — 332,332 — 4,411 — 4,411 — 61,318 — 61,318 — 9,359 — 9,359 — 4,800 — 4,800 — 4,008 — 4,008 $ — $ 1,006,507 $ — $ 1,006,507 Level 1 Level 2 Level 3 Total $ — 42,062 $ — $ 42,062 — 195,418 — 195,418 — 31,395 — 31,395 — — 248,888 — 248,888 — 58,537 — 58,537 — 56,073 — 56,073 30,490 8,169 — 38,659 — 87,654 — 87,654 — 21,068 — 21,068 $ 30,490 $ 749,264 $ — $ 779,754 U.S. Plans Level 1 Level 2 Level 3 Total Equity U.S. equity securities $ — $ 418,421 $ — $ 418,421 Non-U.S. equity securities — 228,799 — 228,799 Fixed Income U.S. government, state and local debt securities — 292,965 — 292,965 Non-U.S. government debt securities — 5,870 — 5,870 U.S. corporate debt securities — 85,664 — 85,664 Non-U.S. corporate debt securities — 12,056 — 12,056 Mutual fund debt securities 132,188 — — 132,188 Cash and short-term investments — 10,807 — 10,807 Other — (809 ) — (809 ) Total $ 132,188 $ 1,053,773 $ — $ 1,185,961 Non-U.S. Plans Level 1 Level 2 Level 3 Total Equity U.S. equity securities $ 10,306 42,381 $ — $ 52,687 Non-U.S. equity securities 131,594 111,320 — 242,914 Mutual fund equity securities — 46,283 — 46,283 Fixed Income Non-U.S. government debt securities — 244,446 — 244,446 Non-U.S. corporate debt securities — 70,826 — 70,826 Mutual fund debt securities — 53,822 — 53,822 Cash and short-term investments 9,688 9,502 — 19,190 Insurance contracts — 88,680 — 88,680 Other — 27,646 — 27,646 Total $ 151,588 $ 694,906 $ — $ 846,494 $64,000$572,385 in fiscal 20122013 related to contributions to its U.S. and non-U.S. defined benefit pension plans, cash funding for its retiree medical plans and benefit payments related to the unfunded frozen plan for former pre-incorporation partners. The above estimate includes the payment of a discretionary contribution of $500,000 to the Company’s U.S. defined benefit pension plans that is expected to be funded during the first half of fiscal 2013. The Company has not determined whether it will make additional voluntary contributions for any of its other defined benefit pension plans.ACCENTURE PLCNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed) U.S. Plans Non-U.S.
Plans $ 30,785 $ 30,695 34,607 31,180 36,949 33,868 39,513 36,590 42,432 40,418 268,775 246,911 U.S. Plans Non-U.S.
Plans2013 $ 34,744 $ 35,907 2014 36,959 36,890 2015 39,365 41,141 2016 42,106 46,182 2017 45,228 51,634 2018-2022 285,031 277,433 $235,439, $223,793$255,606, $235,439 and $232,661$223,793 in fiscal 2012, 2011 2010 and 2009,2010, respectively.2011, 36,503,9982012, there were 24,723,631 shares were available for future grants under the 2010 SIP. Accenture plc Class A ordinary shares covered by awards that terminate, lapse or are cancelled may again be used to satisfy awards under the 2010 SIP. The Company issues new Accenture plc Class A ordinary shares and shares from treasury for shares delivered under the 2010 SIP. Fiscal 2012 2011 2010 Total share-based compensation expense included in Net income $ 538,086 $ 450,137 $ 425,822 Income tax benefit related to share-based compensation included in Net income 167,109 138,984 133,796 A summary of information with respect to share-based compensation is as follows: Fiscal 2011 2010 2009 $ 450,137 $ 425,822 $ 452,823 138,984 133,796 140,143 20112012 was as follows: Number of Restricted
Share Units Weighted Average
Grant-Date Fair Value 43,672,017 $ 33.41 12,783,524 47.87 (18,790,610 ) 31.53 (1,940,891 ) 37.27 35,724,040 $ 39.37 Number of Restricted
Share Units Weighted Average
Grant-Date Fair ValueNonvested balance as of August 31, 2011 35,724,040 $ 39.37 Granted (1) 12,621,036 53.98 Vested (2) (12,077,818 ) 40.41 Forfeited (1,812,943 ) 40.80 Nonvested balance as of August 31, 2012 34,454,315 $ 44.27 (1) (2) 2011,2012, there was $496,646$543,326 of total restricted share unit compensation expense related to nonvested awards not yet recognized, which is expected to be recognized over a weighted average period of 1.5 years. As of August 31, 2011,2012, there were 1,980,1762,044,797 restricted share units vested but not yet delivered as Accenture plc Class A ordinary shares.ACCENTURE PLCNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)20112012 was as follows: Number
of Options Weighted
Average
Exercise Price Weighted Average
Remaining
Contractual Term
(In Years) Aggregate
Intrinsic
Value 20,920,062 $ 19.63 2.6 $ 356,341 8,273 48.11 (12,679,146 ) 16.90 (153,726 ) 19.08 8,095,463 $ 23.96 3.1 $ 242,116 7,902,845 $ 23.79 3.0 $ 237,690 20,386,549 19.42 2.5 351,374 28,150,454 19.11 3.4 406,360 Number
of Options Weighted
Average
Exercise Price Weighted Average
Remaining
Contractual Term
(In Years) Aggregate
Intrinsic
ValueOptions outstanding as of August 31, 2011 8,095,463 $ 23.96 3.1 $ 242,116 Granted — — Exercised (2,218,602 ) 22.56 Forfeited (40,199 ) 24.42 Options outstanding as of August 31, 2012 5,836,662 $ 24.49 2.3 $ 216,291 Options exercisable as of August 31, 2012 5,715,100 $ 24.32 2.2 $ 212,750 Options exercisable as of August 31, 2011 7,902,845 23.79 3.0 237,690 Options exercisable as of August 31, 2010 20,386,549 19.42 2.5 351,374 Fiscal 2011 2010 2009 $ 13.73 $ 11.65 $ 12.54 3,757 3,928 14,506 450,956 177,721 83,089 Fiscal 2012 2011 2010 Weighted average grant-date fair value of stock options granted $ — $ 13.73 $ 11.65 Total fair value of stock options vested 726 3,757 3,928 Total intrinsic value of stock options exercised 83,470 450,956 177,721 $214,234$50,049 and the income tax benefit realized from the exercise of stock options was $116,206$20,428 for fiscal 2011.2012. As of August 31, 2011,2012, there was $502$179 of total stock option compensation expense related to nonvested awards not yet recognized, which is expected to be recognized over a weighted average period of 1.10.9 years.$7.5$7.5 per offering period)ACCENTURE PLCNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)2011, 9,106,7842012, the Company had issued 16,513,511 Accenture plc Class A ordinary shares had been issued under the 2010 ESPP. The Company issued 7,406,727, 7,382,949 and 1,723,835 shares to employees in fiscal 2012, 2011 and 2010, respectively, under the 2010 ESPP. and 6,397,698 shares to employees in fiscal 2010 and 2009 respectively..€1€1 per share. Each ordinary share of Accenture plc entitles its holder to receive payments upon a liquidation of Accenture plc; however a holder of an ordinary share is not entitled to vote on matters submitted to a vote of shareholders of Accenture plc or to receive dividends.ACCENTURE PLCNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)one-for-oneone-for-one basis. Each holder of Class I common shares is entitled to a pro rata part of any dividend and to the value of any remaining assets of Accenture SCA after payment of its liabilities upon dissolution.2011,2012, the Company’s aggregate available authorization was $1,041,631$4,178,842 for its publicly announced open-market share purchase and these other share purchase programs.20112012 was as follows: Accenture plc Class A
Ordinary Shares Accenture SCA Class I
Common Shares and Accenture Canada
Holdings Inc. Exchangeable Shares Shares Amount Shares Amount (in thousands of U.S. dollars, except share amounts) 24,348,140 $ 1,306,445 — $ — — — 11,744,554 572,143 6,665,101 293,289 — — 31,013,241 $ 1,599,734 11,744,554 $ 572,143 Accenture plc Class A
Ordinary Shares Accenture SCA Class I
Common Shares and Accenture Canada
Holdings Inc. Exchangeable Shares Shares Amount Shares Amount (in thousands of U.S. dollars, except share amounts) Open-market share purchases (1) 30,119,187 $ 1,724,345 — $ — Other share purchase programs — — 2,303,720 138,445 Other purchases (2) 4,196,449 236,051 — — Total 34,315,636 $ 1,960,396 2,303,720 $ 138,445 (1) (2) 2011,2012, as authorized under the Company’s various employee equity share plans, the Company acquired Accenture plc Class A ordinary shares primarily via share withholding for payroll tax obligations due from employees and former employees in connection with the delivery of Accenture plc Class A ordinary shares under those plans. These purchases of shares in connection with employee share plans do not affect the Company’s aggregate available authorization for the Company’s publicly announced open-market share purchase and the other share purchase programs.2011,2012, the Company issued 6,837,0704,622,450 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”). 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.ACCENTURE PLCNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)Dividends20112012 was as follows: Dividend Per
Share Accenture plc Class A
Ordinary Shares Accenture SCA Class I Common
Shares and Accenture Canada
Holdings Inc. Exchangeable
Shares Total Cash
Outlay Record Date Cash Outlay Record Date Cash Outlay $ 0.45 October 15, 2010 $ 285,263 October 12, 2010 $ 35,387 $ 320,650 0.45 April 15, 2011 292,933 April 12, 2011 30,059 322,992 $ 578,196 $ 65,446 $ 643,642 Dividend Per
Share Accenture plc Class A
Ordinary Shares Accenture SCA Class I Common
Shares and Accenture Canada
Holdings Inc. Exchangeable
Shares Total Cash
OutlayDividend Payment Date Record Date Cash Outlay Record Date Cash Outlay November 15, 2011 $ 0.675 October 14, 2011 $ 432,615 October 11, 2011 $ 42,281 $ 474,896 May 15, 2012 0.675 April 13, 2012 435,736 April 10, 2012 40,225 475,961 Total Dividends $ 868,351 $ 82,506 $ 950,857 Events26, 2011,24, 2012, the Board of Directors of Accenture plc declared a semi-annual cash dividend of $0.675$0.81 per share on its Class A ordinary shares for shareholders of record at the close of business on October 14, 2011.12, 2012. Accenture plc will cause Accenture SCA to declare a semi-annual cash dividend of $0.675$0.81 per share on its Class I common shares for shareholders of record at the close of business on October 11, 2011.9, 2012. Both dividends are payable on November 15, 2011.2012. The payment of the cash dividends will result in the issuance of an immaterial number of additional restricted share units to holders of restricted share units.On September 26, 2011, the Board of Directors of Accenture plc approved $5,000,000 in additional share repurchase authority, bringing the Company’s total outstanding authority for fiscal 2012 and beyond to $6,041,631.2010 and 20092010 was as follows: Fiscal 2011 2010 2009 $ 493,734 $ 467,838 $ 500,949 (32,503 ) (30,741 ) (33,179 ) Fiscal 2012 2011 2010 Rental expense $ 541,182 $ 493,734 $ 467,838 Sublease income from third parties (33,171 ) (32,503 ) (30,741 ) Operating
Lease
Payments Operating
Sublease
Income2013 $ 443,086 $ (30,992 ) 2014 354,371 (30,958 ) 2015 284,459 (27,055 ) 2016 217,222 (22,101 ) 2017 169,951 (12,604 ) Thereafter 648,989 (18,255 ) $ 2,118,078 $ (141,965 ) Future minimum rental commitments under non-cancelable operating leases as of August 31, 2011, were as follows: Operating
Lease
Payments Operating
Sublease
Income $ 426,611 $ (29,952 ) 304,929 (29,160 ) 237,948 (29,813 ) 184,465 (26,587 ) 132,224 (21,780 ) 555,984 (30,769 ) $ 1,842,161 $ (168,061 ) Commitments20112012 and 2010,2011, the Company has reflected the fair value of $113,143$95,957 and $93,404,$113,143, 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 Sheet.20112012 and 2010,2011, the Company’s aggregate potential liability to its clients for expressly limited guarantees involving the performance of third parties was approximately $976,000$1,036,000 and $556,000,$976,000, respectively, of which all but approximately $256,000$277,000 and $71,000,$256,000, respectively, may beACCENTURE PLCNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)2011,2012, 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 the range of reasonably possible losses in addition to amounts accrued, net of insurance recoveries, will not have a material effect on the Company’s results of operations or financial condition.ACCENTURE PLCNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)High Tech,Technology, Financial Services, Health & Public Service, Products and Resources. Information regarding the Company’s reportable operating segments is as follows: Comm. &
High Tech Financial
Services Health &
Public
Service Products Resources Other Total $ 5,434,024 $ 5,380,674 $ 3,861,146 $ 5,931,333 $ 4,882,248 $ 17,611 $ 25,507,036 63,524 56,256 56,207 68,136 53,426 — 297,549 727,761 898,287 318,430 679,716 846,263 — 3,470,457 556,190 189,611 576,505 579,616 642,250 (86,104 ) 2,458,068 $ 4,612,290 $ 4,446,038 $ 3,580,802 $ 4,985,347 $ 3,911,041 $ 15,050 $ 21,550,568 60,727 52,972 43,566 65,680 46,127 — 269,072 614,777 772,499 286,510 592,152 648,907 — 2,914,845 566,630 97,731 420,172 449,891 455,070 (23,914 ) 1,965,580 $ 4,830,880 $ 4,322,896 $ 3,661,955 $ 4,852,581 $ 3,879,711 $ 28,827 $ 21,576,850 55,787 63,558 28,278 80,942 50,275 — 278,840 607,903 467,441 479,671 530,758 558,092 — 2,643,865 520,315 44,952 441,721 352,979 330,057 36,790 1,726,814 Fiscal: 2012 Communications, Media &
Technology (1) Financial
Services Health &
Public
Service Products Resources Other Total Revenues before reimbursements $ 5,906,724 $ 5,842,776 $ 4,255,631 $ 6,562,974 $ 5,275,001 $ 19,224 $ 27,862,330 Depreciation (2) 64,202 63,251 61,994 72,532 56,013 — 317,992 Operating income 845,411 809,633 376,125 863,860 976,519 — 3,871,548 Assets as of August 31 (3) 582,652 215,741 477,536 533,522 484,095 (91,557 ) 2,201,989 2011 Revenues before reimbursements $ 5,434,024 $ 5,380,674 $ 3,861,146 $ 5,931,333 $ 4,882,248 $ 17,611 $ 25,507,036 Depreciation (2) 63,524 56,256 56,207 68,136 53,426 — 297,549 Operating income 727,761 898,287 318,430 679,716 846,263 — 3,470,457 Assets as of August 31 (3) 556,190 189,611 576,505 579,616 642,250 (86,104 ) 2,458,068 2010 Revenues before reimbursements $ 4,612,290 $ 4,446,038 $ 3,580,802 $ 4,985,347 $ 3,911,041 $ 15,050 $ 21,550,568 Depreciation (2) 60,727 52,972 43,566 65,680 46,127 — 269,072 Operating income 614,777 772,499 286,510 592,152 648,907 — 2,914,845 Assets as of August 31 (3) 566,630 97,731 420,172 449,891 455,070 (23,914 ) 1,965,580 (1) (2) Amounts include depreciation on property and equipment controlled by each operating segment, as well as an allocation for depreciation on property and equipment they do not directly control. (2)(3) The Company does not allocate total assets by operating segment. Operating segment assets directly attributed to an operating segment and provided to the chief operating decision maker include Receivables from clients, current and non-current Unbilled services, Deferred contract costs and current and non-current Deferred revenues. Americas EMEA(1) Asia Pacific Total $ 11,270,668 $ 10,853,684 $ 3,382,684 $ 25,507,036 851,081 699,631 295,166 1,845,878 12,121,749 11,553,315 3,677,850 27,352,914 235,900 230,805 318,526 785,231 $ 9,465,357 $ 9,583,268 $ 2,501,943 $ 21,550,568 808,951 534,566 199,993 1,543,510 10,274,308 10,117,834 2,701,936 23,094,078 240,228 204,948 214,393 659,569 $ 9,403,420 $ 9,903,536 $ 2,269,894 $ 21,576,850 853,035 564,886 176,197 1,594,118 10,256,455 10,468,422 2,446,091 23,170,968 254,922 237,845 208,377 701,144 Fiscal: Americas EMEA(1) Asia Pacific Total 2012 Net revenues $ 12,522,673 $ 11,296,207 $ 4,043,450 $ 27,862,330 Reimbursements 897,483 697,622 320,550 1,915,655 Revenues 13,420,156 11,993,829 4,364,000 29,777,985 Property and equipment, net as of August 31 256,697 206,356 316,441 779,494 2011 Net revenues $ 11,270,668 $ 10,853,684 $ 3,382,684 $ 25,507,036 Reimbursements 851,081 699,631 295,166 1,845,878 Revenues 12,121,749 11,553,315 3,677,850 27,352,914 Property and equipment, net as of August 31 235,900 230,805 318,526 785,231 2010 Net revenues $ 9,465,357 $ 9,583,268 $ 2,501,943 $ 21,550,568 Reimbursements 808,951 534,566 199,993 1,543,510 Revenues 10,274,308 10,117,834 2,701,936 23,094,078 Property and equipment, net as of August 31 240,228 204,948 214,393 659,569 (1) Fiscal 2011 2010 2009 35 % 36 % 36 % 10 10 10 Fiscal 2012 2011 2010 United States 36 % 35 % 36 % United Kingdom 9 10 10 August 31, 2011 2010 2009 23 % 30 % 30 % 23 17 16 August 31, 2012 2011 2010 United States 26 % 23 % 30 % India 21 23 17 Philippines 10 9 7 Fiscal 2012 2011 2010 Consulting $ 15,562,321 $ 14,924,187 $ 12,371,268 Outsourcing 12,300,009 10,582,849 9,179,300 Net revenues 27,862,330 25,507,036 21,550,568 Reimbursements 1,915,655 1,845,878 1,543,510 Revenues $ 29,777,985 $ 27,352,914 $ 23,094,078 Net revenues by type of work were as follows: Fiscal 2011 2010 2009 $ 14,924,187 $ 12,371,268 $ 12,555,652 10,582,849 9,179,300 9,021,198 25,507,036 21,550,568 21,576,850 1,845,878 1,543,510 1,594,118 $ 27,352,914 $ 23,094,078 $ 23,170,968 First
Quarter Second
Quarter Third
Quarter Fourth
Quarter Annual $ 6,045,650 $ 6,053,621 $ 6,720,115 $ 6,687,650 $ 25,507,036 432,543 442,672 484,240 486,423 1,845,878 6,478,193 6,496,293 7,204,355 7,174,073 27,352,914 4,101,170 4,136,397 4,410,487 4,472,263 17,120,317 432,543 442,672 484,240 486,423 1,845,878 4,533,713 4,579,069 4,894,727 4,958,686 18,966,195 826,935 771,577 949,416 922,529 3,470,457 605,556 565,750 699,069 682,865 2,553,240 534,714 503,017 628,013 611,933 2,277,677 637,298,491 646,292,241 651,339,239 647,428,247 645,631,170 743,203,165 743,146,776 745,503,329 738,340,289 742,184,540 $ 0.84 $ 0.78 $ 0.96 $ 0.95 $ 3.53 0.81 0.75 0.93 0.91 3.40 $ 45.97 $ 54.55 $ 58.21 $ 63.66 $ 63.66 36.97 43.24 48.72 47.40 36.97 ACCENTURE PLCNOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed) First
Quarter Second
Quarter Third
Quarter Fourth
Quarter Annual $ 5,382,532 $ 5,176,438 $ 5,571,017 $ 5,420,581 $ 21,550,568 365,155 361,385 404,478 412,492 1,543,510 5,747,687 5,537,823 5,975,495 5,833,073 23,094,078 3,598,578 3,486,107 3,639,367 3,575,769 14,299,821 365,155 361,385 404,478 412,492 1,543,510 3,963,733 3,847,492 4,043,845 3,988,261 15,843,331 746,408 650,973 803,830 713,634 2,914,845 524,798 461,879 563,519 510,263 2,060,459 444,817 399,760 490,597 445,482 1,780,656 631,527,053 638,695,204 641,355,607 637,092,938 637,170,234 774,555,014 769,396,369 767,162,321 758,708,473 766,578,978 $ 0.70 $ 0.63 $ 0.76 $ 0.70 $ 2.79 0.67 0.60 0.73 0.66 2.66 $ 41.07 $ 43.89 $ 44.67 $ 41.13 $ 44.67 32.89 39.55 38.75 36.05 32.89 Fiscal 2012 First
Quarter Second
Quarter Third
Quarter Fourth
Quarter Annual Net revenues $ 7,074,497 $ 6,797,250 $ 7,154,690 $ 6,835,893 $ 27,862,330 Reimbursements 514,611 462,578 486,100 452,366 1,915,655 Revenues 7,589,108 7,259,828 7,640,790 7,288,259 29,777,985 Cost of services before reimbursable expenses 4,822,957 4,680,884 4,783,785 4,587,003 18,874,629 Reimbursable expenses 514,611 462,578 486,100 452,366 1,915,655 Cost of services 5,337,568 5,143,462 5,269,885 5,039,369 20,790,284 Operating income 981,138 889,299 1,060,761 940,350 3,871,548 Net income 711,757 714,190 762,831 636,155 2,824,933 Net income attributable to Accenture plc 642,086 643,923 689,219 578,282 2,553,510 Weighted average Class A ordinary shares: —Basic 644,285,298 646,452,990 645,761,617 636,064,228 643,132,601 —Diluted (1) 730,446,262 729,442,705 728,876,260 717,827,179 726,416,452 Earnings per Class A ordinary share: —Basic $ 1.00 $ 1.00 $ 1.07 $ 0.91 $ 3.97 —Diluted (1) 0.96 0.97 1.03 0.88 3.84 Ordinary share price per share: —High $ 61.90 $ 60.20 $ 65.89 $ 61.98 $ 65.89 —Low 48.55 51.08 56.21 54.94 48.55 (1) Fiscal 2010 and the20112012 diluted weighted average Accenture plc Class A ordinary shares and earnings per share amounts have been restated to reflect the impact of the issuance of additional restricted share units to holders of restricted share units in connection with the fiscal 2012 payment of cash dividends. This did not result in a change to previously reported Diluted earnings per share.Fiscal 2011 First
Quarter Second
Quarter Third
Quarter Fourth
Quarter Annual Net revenues $ 6,045,650 $ 6,053,621 $ 6,720,115 $ 6,687,650 $ 25,507,036 Reimbursements 432,543 442,672 484,240 486,423 1,845,878 Revenues 6,478,193 6,496,293 7,204,355 7,174,073 27,352,914 Cost of services before reimbursable expenses 4,101,170 4,136,397 4,410,487 4,472,263 17,120,317 Reimbursable expenses 432,543 442,672 484,240 486,423 1,845,878 Cost of services 4,533,713 4,579,069 4,894,727 4,958,686 18,966,195 Operating income 826,935 771,577 949,416 922,529 3,470,457 Net income 605,556 565,750 699,069 682,865 2,553,240 Net income attributable to Accenture plc 534,714 503,017 628,013 611,933 2,277,677 Weighted average Class A ordinary shares: —Basic 637,298,491 646,292,241 651,339,239 647,428,247 645,631,170 —Diluted (1) 743,710,606 743,782,055 746,204,855 739,050,449 742,823,519 Earnings per Class A ordinary share: —Basic $ 0.84 $ 0.78 $ 0.96 $ 0.95 $ 3.53 —Diluted (1) 0.81 0.75 0.93 0.91 3.39 Ordinary share price per share: —High $ 45.97 $ 54.55 $ 58.21 $ 63.66 $ 63.66 —Low 36.97 43.24 48.72 47.40 36.97 (2)On May 6, 2010, between 2:40pm EDT(1) 3:00pm EDT, U.S. equity markets experienced a rapid, severe decline and corresponding recovery, which has become known asearnings per share amounts have been restated to reflect the “flash crash.” The Company’s stock was oneimpact of the securities involvedissuance of additional restricted share units to holders of restricted share units in connection with the “flash crash” and, becausefiscal 2012 payment of this event, shows an intraday low on the consolidated tape of trades on all exchanges and market centers of $17.74; while on the NYSE, which is the Company’s primary listing exchange, the intraday low was $38.75.cash dividends. This restatement resulted in a one cent decrease in diluted earnings per share from $3.40 to $3.39 for fiscal 2011.F-44