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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended August 31, 20112013

OR

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from                 to                 

Commission File Number: 001-34448

Accenture plc

(Exact name of registrant as specified in its charter)

Ireland98-0627530

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)

1 Grand Canal Square,

Grand Canal Harbour,

Dublin 2, Ireland

(Address of principal executive offices)

(353) (1) 646-2000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on which registered

Class A ordinary shares, par value $0.0000225 per shareNew York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

Class X ordinary shares, par value $0.0000225 per share

(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes þ      No ¨o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934.    Yes ¨o        No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes þ       No ¨o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yesþ       No¨o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ¨o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ
 
Accelerated filer  ¨o
 
Non-accelerated filer ¨o
 
Smaller reporting company  ¨o
  (Do not check if a smaller reporting company) 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes ¨o    No þ

The aggregate market value of the common equity of the registrant held by non-affiliates of the registrant on February 28, 20112013 was approximately $33,404,979,311$48,317,496,293 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$74.36 per share and on the par value of the registrant’s Class X ordinary shares, par value $0.0000225$0.0000225 per share.

The number of shares of the registrant’s Class A ordinary shares, par value $0.0000225 per share, outstanding as of October 11, 201115, 2013 was 640,910,459773,411,718 (which number does not include 89,072,938includes 137,679,446 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, 201115, 2013 was 49,200,177.

30,282,564.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A relating to the registrant’s Annual General Meeting of Shareholders, to be held on February 9, 2012,January 30, 2014, 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.

2013.



Table of Contents

TABLE OF CONTENTS

   
 Page
Part I 

Part I

Item 1.

Item 1.

1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Part II  1

Item 1A.

Risk Factors16

Item 1B.

Unresolved Staff Comments33

Item 2.

Properties33

Item 3.

Legal Proceedings33

Item 4.

(Removed and Reserved)34

Part II

Item 5.

37

Item 6.

41

Item 7.

42

Item 7A.

64

Item 8.

65

Item 9.

Item 9A.
Item 9B.
Part III  65

Item 9A.

Controls and Procedures65

Item 9B.

Other Information66

Part III

Item 10.

67

Item 11.

67

Item 12.

68

Item 13.

68

Item 14.

Part IV  68

Part IV

Item 15.

69

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PART I

Disclosure Regarding Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) relating to our operations, results of operations and other matters that are based on our current expectations, estimates, assumptions and projections. Words such as “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates”“estimates,” “positioned,” “outlook” and similar expressions are used to identify these forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed or forecast in these forward-looking statements. Risks, uncertainties and other factors that might cause such differences, some of which could be material, include, but are not limited to, the factors discussed below under the section entitled “Risk Factors.” Our forward-looking statements speak only as of the date of this report or as of the date they are made, and we undertake no obligation to update them.

Available Information

Our website address is www.accenture.com. We use our website as a channel of distribution for company information. We make available free of charge on the Investor Relations section of our website (http://investor.accenture.com) our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(a) or 15(d) of the Exchange Act. We also make available through our website other reports filed with or furnished to the SEC under the Exchange Act, including our proxy statements and reports filed by officers and directors under Section 16(a) of the Exchange Act, as well as our Code of Business Ethics. Financial and other material information regarding us is routinely posted on and accessible at http://investor.accenture.com. We do not intend for information contained in our website to be part of this Annual Report on Form 10-K.

Any materials we file with the SEC may be read and copied at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC, 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

In this Annual Report on Form 10-K, we use the terms “Accenture,” “we,” the “Company,” “our” and “us” to refer to Accenture plc and its subsidiaries or, prior to September 1, 2009, to Accenture Ltd and its subsidiaries. All references to years, unless otherwise noted, refer to our fiscal year, which ends on August 31.

ITEM 1.    BUSINESS

Overview


We are one of the world’s leading organizations providing management consulting, technology services and outsourcing organizations,services, with approximately 236,000275,000 employees; offices and operations in more than 200 cities in 5456 countries; and revenues before reimbursements (“net revenues”) of $25.51$28.56 billion for fiscal 2011.

2013.

Our “high performance business” strategy is to use our expertise in consulting, technology and outsourcing to help clients 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, our

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.

We operate globally with one common brand and business model designed to enable us to provide clients around the world with the same high level of service. Drawing on a combination of industry expertise, functional capabilities, alliances, global resources and technology, we seek to deliver competitively priced, high-value services that help our clients measurably improve business performance. Our global delivery model enables us to provide a completean end-to-end delivery capability by drawing on our global resources to deliver high-quality, cost-effective solutions to our clients.

In fiscal 2011,2013, 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 groupsto provide differentiated, industry- and growth platforms;function-based, end-to-end business 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 topgrid. In fiscal 2013, these investments included a number of our core business; and geographic expansion.acquisitions in interactive/digital marketing. Our geographic expansion strategy focuses on emerging and mature markets with significant growth potential for us. Our priority emerging markets are the

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ASEAN (Association of Southeast Asian Nations) countries, Brazil, China, India, Mexico, the Middle East, Russia, South Africa, South Korea and Turkey.

Consulting, Technology and Outsourcing Services and Solutions

Our business is structured around five operating groups, which together comprise 19 industry groups serving clients in major industries around the world. Our industry focus gives us an understanding of industry evolution, business issues and applicable technologies, enabling us to deliver innovative solutions tailored to each client or, as appropriate, more standardized capabilities to multiple clients.

Our three growth platforms—management consulting, technology and business process outsourcing—are the innovation engines through which we build world-class skills and capabilities; develop our knowledge capital; and create, acquire and manage key assets central to the development of solutions for our clients. The professionals within these areas work closely with those in our operating groups to develop and deliver integrated services and solutions to clients.
Client engagement teams—which typically consist of industry experts, capability specialists and professionals with local market knowledge—leverage the capabilities of our global delivery model to deliver price-competitive services and solutions. In certain instances, our client engagement teams include subcontractors, who supplement our professionals with additional resources in a specific skill, service or product area, as needed.

Operating Groups

The following table shows the current organization of our five operating groups and their 19 industry groups. Our operating groups are our reportable operating segments. We do not allocate total assets by operating group, although our operating groups do manage and control certain assets. For certain historical financial information regarding our operating groups (including certain asset information), as well as financial information by geography (including long-lived asset information), see Note 16 (Segment Reporting) to our Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”

Operating Groups and Industry Groups

Communications &
High Tech*

Financial

Services

Health &
Public Service
ProductsResources

Operating Groups and Industry Groups

Communications, Media & Technology
Financial
Services
Health &
Public Service
ProductsResources
•  Communications

•  Electronics & High Tech

•  Media & Entertainment

•  Banking

•  Capital Markets

•  Insurance

•  Health

•  Public Service

•  Air, Freight & Travel Services

•  Automotive

•  Consumer Goods & Services

•  Industrial Equipment

•  Infrastructure & Transportation Services

•  Life Sciences

•  Retail

•  Chemicals

•  Energy

•  Natural Resources

•  Utilities

*

On Sept. 1, 2011, the Communications & High Tech operating group changed its name to Communications, Media & Technology.

Communications, Media & High Tech*

Technology

Our Communications, Media & High TechTechnology operating group serves the communications, electronics, high technology, media and entertainment industries. Professionals in this operating group help clients leverage innovationaccelerate and deliver digital transformation, enhance their business results through industry-specific solutions and by seizingseize the opportunities made possible by the convergence of communications, computing and content. Examples of our services include helping clients develop cost-effective operations, create business model innovations, and solutions include the application of mobile technology softwaredigitally engage and services; broadband and Internet protocol solutions; advanced advertising solutions; product innovation 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.entertain their customers. 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 provides

services 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.

Communications.  Our Communications industry group serves most of the world’s leading wireline, wireless, cable and satellite communications and service providers. We provide a range of services designed to help our communications clients grow revenues, increase profitability and improve customer satisfaction. We offer a portfolio of consulting, technology and outsourcing services designed to address major business and operational issues related to sales and service channels, billing and revenue management, new product innovation, network services, corporate and enterprise functions and information technology. Our Communications industry group represented approximately 54% of our Communications, Media & Technology operating group’s net revenues in fiscal 2013.
Electronics & High Tech.  Our Electronics & High Tech industry group serves the following industries: information and communications technology, software, semiconductor, consumer electronics, aerospace and defense, and medical equipment. We provide services in areas such as strategy, enterprise resource management, customer relationship management, integrated mobile services, embedded software services, product lifecycle management, sales transformation, digital marketing services, supply chain management, and merger/acquisition integration. Our Electronics & High Tech industry group represented approximately 35% of our Communications, Media & Technology operating group’s net revenues in fiscal 2013.

2


Media & Entertainment.  Our Media & Entertainment industry group serves the broadcast, entertainment, print, publishing and Internet/social media industries. We provide a wide range of digital services, including video solutions, marketing, performance advertising, intellectual property management, and content and media technologies designed to help clients effectively manage, access, distribute, sell and protect content across multiple platforms and devices. We also provide additional comprehensive turn-key solutions that help content owners and distributors adapt business processes and systems to enable digital monetization.
Financial Services

Our Financial Services operating group 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 growth, 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,base, 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.

Banking.  Our Banking industry group works with retail and commercial banks, mortgage lenders and diversified financial enterprises. We help these organizations execute strategies to lower costs; acquire and retain customers; expand product and service offerings; manage risks; comply with new regulations; and leverage new technologies and distribution channels. We also provide software and services to improve the performance of our clients’ core banking, credit and payments operations. Our Banking industry group represented approximately 51% of our Financial Services operating group’s net revenues in fiscal 2013.
Capital Markets.  Our Capital Markets industry group helps investment banks, broker/dealers, asset management firms, depositories, exchanges and clearing and settlement organizations by providing consulting and outsourcing services to improve business performance. We also 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 underwriting decisions. We offer claims and policy management software and services designed to enable better customer service while optimizing costs and delivering products faster. We also provide outsourcing solutions designed to help insurers improve working capital and cash flow, deliver cost savings and enhance long-term growth. Our Insurance industry group represented approximately 32% of our Financial Services operating group’s net revenues in fiscal 2013.
Health & Public Service

Our Health & Public Service operating group serves healthcare payers and providers, as well as government departments and agencies, and public service organizations, educational institutions and non-profit organizations around the world. The group’s service offerings and research-based insights are designed to help clients deliver better social, economic and health outcomes to the people they serve. Our Health & Public Service operating group comprises the following industry groups:

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.

Health. Our Health industry group works with healthcare providers, such as hospitals, public health systems, policy-making authorities, health insurers (payers) and industry organizations and associations around the world to improve the quality, accessibility and productivity of healthcare. Our key industry business services address a variety of areas, including clinical services, such as electronic medical records; health management and administration services, such as health insurance exchanges; claims excellence/cost containment, and improving and connecting health information technology systems. Our Health industry group represented approximately 31% of our Health & Public Service operating group’s net revenues in fiscal 2013.
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 departments and military forces; public safety authorities, such as police forces and border management agencies; justice departments; human services agencies; educational institutions, such as universities; non-profit organizations; and postal, customs, revenue and tax agencies. Our clients include national, state and local-level governments as well as multilateral organizations. Our Public Service industry group represented approximately 69% of our Health & Public Service operating group’s net revenues in fiscal 2013. In addition, our work with clients in the U.S. federal government represented approximately 28% of our Health & Public Service operating group’s net revenues in fiscal 2013.

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Products

Our Products operating group serves a set of increasingly interconnected consumer-relevant industries. Our Products operating group comprises the following industry groups:

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.

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 address 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. For hospitality and travel services companies, we provide services ranging from multichannel commerce and global personalization services to transforming and automating back-office functions such as IT and finance and accounting.
Automotive.  Our Automotive industry group works with original equipment manufacturers and suppliers. We help clients respond to the evolving needs of their customers with offerings that range from in-vehicle infotainment to customer-centered sales and marketing. In addition, our global capabilities are designed to improve efficiencies and drive value in areas including global manufacturing, aftersales and services and product lifecycle optimization.
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 core IT, enterprise services, channel and sales management, consumer engagement, 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.
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, product lifecycle management, 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 pharmaceutical, medical technology and biotechnology 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/commercial services, 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 retailers become integrated digital enterprises and provide a seamless shopping experience across multiple channels for their customers. We use analytics to revamp traditional approaches to marketing, pricing, promotion, assortment and fulfillment.

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Resources

Our Resources operating group serves the chemicals, energy, forest products, metals and mining, utilities and related industries. 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. 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 new

business 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.

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 new business 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 33% of our Resources operating group’s net revenues in fiscal 2013.
Natural Resources.  Our Natural Resources industry group serves the metals, mining, forest products and building materials industries. We help our clients—which primarily include mining companies in the coal, iron ore, copper and precious metals sectors, as well as steel and aluminum producers—develop and execute innovative strategies, improve operations and reduce risk.
Utilities.  Our Utilities industry group works with electric, gas and water utilities around the world to respond to an evolving marketplace. Our services and solutions enable transformation across the entire value chain for generation and energy markets, transmission and distribution, retail and customer operations. These offerings include customer relationship management, workforce enablement, smart-grid development, supply chain optimization, and trading and risk management. Accenture’s capabilities additionally support corporate services and outsourcing for our utilities clients. Our Utilities industry group represented approximately 32% of our Resources operating group’s net revenues in fiscal 2013.
Growth Platforms

Our management consulting, technology and business process outsourcing (“BPO”) growth platforms are the skill-based innovation engines through which we build world-class skills and capabilities; develop our knowledge capital; and create, acquire and manage key assets central to the development of solutions for our clients. The professionals within these areas work closely with those in our operating groups to develop and deliver integrated services and solutions to clients.

Management Consulting

Our management consulting growth platform is responsible for the development and delivery of our strategic, operational, functional, industry, process and change consulting capabilities, working closely with the professionals in our operating groups and the other growth platforms. Our management consulting professionals help large, complex organizations design and execute changes to their business and operating models, either for one or more 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).

The 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, customer

service, field support and customer contact operations. These capabilities include rigorous approaches to improving the return on marketing investment, methods for building insight into customers’ purchase habits and service preferences, tailoring offers and service treatment based upon that insight, and unique methods of optimizing the quality, cost and revenue impact of sales and service operations. 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.

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 for multiple business functions. 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, real estate optimization 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

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align their companies’ investments with their business objectives and establish security relating to the exchange of information with reporting institutions.
Operations.  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.
Sales & Customer Services.  The professionals in Sales & Customer Services (formerly Customer Relationship Management) help companies acquire, develop and retain more profitable customer relationships to accelerate growth, improve sales and profitability, and reduce sales operations and customer service costs. We offer a full range of capabilities that address every aspect of sales and post-sales customer service, including pricing strategy and profitability assessment, customer analytics, direct and indirect salesforce performance improvement, customer service, field support and customer contact operations.
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.
Sustainability. Our Sustainability professionals work with clients to integrate sustainability approaches into their business strategies, operating models, critical processes and infrastructure, including technical operations and support, to help them balance positive economic, environmental and social impact.
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 transformation, 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; improve the efficiency and effectiveness of the human resources function and transform organizations through project-, program- and enterprise-level change management.
In addition to our function-based service areas, we have specialized teams that provide industry-specific management consulting services, which draw from our functional service areas but are customized and adapted to each industry. The majority of our management consultants—whether in a function-based service area or on an industry management consulting team—hashave a specific industry alignment, underscoring the strength of our industry assets and experience.

Technology

Our technology growth platform comprises three service areas: systems integration consulting, technology consulting and information technology (“IT”) outsourcing.

Systems Integration Consulting

Our 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.

Enterprise Solutions and Enterprise Resource Planning (“ERP”).  We implement a variety of application software—including SAP, Oracle, Salesforce.com and Workday, 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 and billing systems. From design to implementation, these end-to-end services help our clients improve

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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 across social media, cloud and mobile platforms, as well as legacy environments. Our services include business intelligence; content management and portals; data management; and data quality solutions.
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.
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 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.
Technology Consulting

Our key technology consulting services and solutions include:

Information Technology (“IT”) Strategy.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.

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—whether on-premise, in the cloud, or a hybrid—while reducing costs. From virtualization of servers and desktops and service integration, 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 integrate security into key business processes and 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.
Technology Outsourcing

Our approach to 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.

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 (e.g., 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 helps business leaders and IT leaders define and execute a digital agenda to support their business strategy, harnessing the power of digital technology innovation, including social media, cloud, big data and analytics, and mobility to help the entire organization better compete, innovate and expand. The following initiatives span our three service areas described above:
Cloud Computing.  We provide cloud services in three areas to help clients improve IT efficiency and agility: we help clients plan, implement and manage services from our provider ecosystem; we develop Software as a Service (SaaS)

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solutions built on our proprietary assets; and we provide provisioning, integration and management of services to bridge operations across traditional and cloud environments through the Accenture Cloud Platform. In addition, we help clients implement SaaS, Platform as a Service (PaaS) and Infrastructure as a Service (IaaS) solutions to meet their business needs with the added benefits of increasing flexibility and reducing total cost of ownership. Our cloud methodology and toolset enable delivery of cloud solutions across a wide range of services with leading providers including Amazon Web Services, Google, Microsoft, NetSuite, Oracle, Pivotal, Salesforce.com, SAP, Verizon and Workday.
Mobility Services.  Accenture helps clients deliver mobility solutions, which are designed to run their businesses more efficiently so they can focus on improving connections with their customers and workforces. We develop and implement enterprise mobile solutions incorporating strategies, applications, and managed services; create and deliver mobile commerce solutions; and help organizations become digital businesses.
Business Process Outsourcing

Our business process outsourcing (“BPO”) growth platform provides business process services that help clients drive business value, achieve higher levels of performance and results, and/or reduce costs. Through our BPO services, we manage specific business processes or functions for clients, providing solutions that are more efficient and cost-effective than if the functions were provided in-house while also providing business insight to drive business outcomes.

We offer clients across all industries a variety of BPO services for specific business functions and/or processes, including finance and accounting, human resources, learning and procurement, among others. We also offer industry-specific BPO services, such as credit services, designed to address the unique needs of client organizations and deliver business outcomes. We provide these services on a global basis and across all industry sectors through our Global Delivery Network.

Global Delivery Model

A key 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.

solutions.

Our Global Delivery Network continues to be a competitive differentiator for us. We haveAs of August 31, 2013, we had more than 182,000 people in our network globally and more than 50 delivery centers around the world. As of August 31, 2011, we had approximately 141,000 people in our network globally.

Alliances

We have sales and delivery alliances with companies whose capabilities complement our own 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 as well as revenue from the resale of their 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.

Research and Innovation

We are committed to developing leading-edge ideas. Research and innovation have been major factors in our success, and we believe they will help us continue to grow in the future. We use our investment in research and development—on which we spent $503$715 million, $384$560 million and $435$482 million in fiscal 2011, 20102013, 2012 and 2009,2011, respectively—to help create, commercialize and disseminate innovative business strategies and technology solutions.

Our research and innovation program is designed to generate early insights into how knowledge can be harnessed to create innovative business solutions for our clients and to develop business strategies with significant value. One component of this is our research and development organization, Accenture Technology Labs, which identifies and develops new technologies that we believe will be the drivers of our clients’ growth and enable them to be first to market with unique capabilities.

We also promote the creation of knowledge capital and thought leadership through the Accenture Institute for High Performance. In addition, we spend a significant portion of our research and development investment directly through our operating groups and our consulting, technology and outsourcing growth platforms to develop market-ready solutions for our clients.

Employees

Our most important asset is our people. The diverse and global makeup of our workforce enables us to serve our diverse and global client base. We are deeply committed to the continued development of our employees, who receive significant and focused technical, functional, industry, managerial and leadership skill development and training appropriate for their roles and

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levels within our company throughout their careers with us. We seek to reinforce our employees’ commitments to our clients, culture and values through a comprehensive performance management system and a career philosophy that rewards both individual performance and teamwork. We strive to maintain a work environment that reinforces collaboration, motivation and innovation and is consistent with our core values and Code of Business Ethics.

As of August 31, 2011,2013, we had approximately 236,000275,000 employees worldwide.

Competition

We operate in a highly competitive and rapidly changing global marketplace and compete with a variety of organizations that offer services competitive with those we offer. Our competitors include:

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;

off-shore service providers in lower-cost locations, particularly in India, the Philippines and China, that offer services similar to those we offer, often at highly competitive prices and on more aggressive contractual terms;

large multinational providers,accounting firms that have expanded or are in the process of expanding, including the service arms of large global technology providers (hardware and software),through acquisitions, their consulting services in areas that offer some or all of the services that we do;

compete with us;

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;

and

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.

Our revenues are derived primarily from Fortune Global 500 and Fortune 1000 companies, medium-sized companies, governments, government agencies and other enterprises. We believe that the principal competitive factors in the industries in which we compete include:

skills and capabilities of people;

technical and industry expertise;

innovative service and product offerings;

ability to add business value and improve performance;

reputation and client references;

price;

contractual terms, including competitive pricing;

ability to deliver results reliably and on a timely basis;

scope of services;

service delivery approach;

technical and industry expertise;

quality of services and solutions;

availability of appropriate resources; and

global reach and scale.

scale, including level of presence in key emerging markets.

Our clients typically retain us on a non-exclusive basis.

Intellectual Property

We provide value to our clients based in part on a differentiated range of proprietary inventions, methodologies, software, reusable knowledge capital and other intellectual property. We recognize the increasing value of intellectual property in the marketplace and create, harvest, and protect this intellectual property. We leverage patent, trade secret, copyright and trademark laws as well as contractual arrangements to protect our intellectual property. We have also established policies to respect the intellectual property rights of third parties, such as Accenture’sour clients, partners and others.

As of August 31, 2011,2013, we had 2,7182,632 patent applications pending in the United States and other jurisdictions and had been issued 600855 U.S. patents and 5241,000 non-U.S. patents.

Trademarks appearing in this report are the trademarks or registered trademarks of Accenture Global Services Ltd or third parties, as applicable.

Organizational Structure

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 is an Irish public limited company with no material assets other than Class I common shares in its subsidiary, Accenture SCA, a Luxembourg partnership limited by shares (“Accenture SCA”). Accenture plc’s only business is to hold these

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shares. Accenture plc owns a majority voting interest in Accenture SCA. As the general partner of Accenture SCA and as a result of Accenture plc’s majority voting interest in Accenture SCA, Accenture plc controls Accenture SCA’s management and operations and consolidates Accenture SCA’s results in its Consolidated Financial Statements. We operate our business through subsidiaries of Accenture SCA. Accenture SCA generally reimburses Accenture plc for its expenses but does not pay Accenture plc any fees. 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.

History

Prior to our transition to a corporate structure in fiscal 2001, we operated as a series of related partnerships and corporations under the control of our partners. In connection with our transition to a corporate structure, our partners generally exchanged all of their interests in these partnerships and corporations for Accenture Ltd Class A common shares or, in the case of partners in certain countries,

Accenture SCA Class I common shares or exchangeable shares issued by Accenture Canada Holdings Inc., an indirect subsidiary of Accenture SCA. Generally, partners who received Accenture SCA Class I common shares or Accenture Canada Holdings Inc. exchangeable shares also 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.

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 June 10, 2009, Accenture plc was incorporated in Ireland, as a public limited company, in order to effect moving the place of incorporation of our parent holding company from Bermuda to Ireland (the “Transaction”). 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 of Accenture plc and Accenture plc became our parent holding company. In the Transaction, all of the outstanding Class A and Class X common shares of Accenture Ltd were cancelled and Accenture plc issued Class A and Class X ordinary shares on a one-for-one basis to the holders of the cancelled Accenture Ltd Class A and Class X common shares, as applicable (and cash for any fractional shares). Accenture Ltd was dissolved on December 29, 2009.

Class A ordinary shares

On December 1, 2012, we ceased using the designation “senior executive.” The majority of our leaders are now designated “managing directors,” and a select group of our most experienced leaders are “senior managing directors.” Managing directors and senior managing directors, along with members 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 underglobal management committee (the Company’s primary management and leadership team, which Class A common sharesconsists of Accenture Ltd, its predecessor, were previously listed.

17 of our most senior leaders), comprise “Accenture Leadership.”

The Consolidated Financial Statementsselected financial data included in Item 6, “Selected Financial Data,” of this report with respect to periods prior to September 1, 2009 reflect the consolidated operations of Accenture Ltd (the predecessor registrant of Accenture plc) and its subsidiaries. The Consolidated Financial Statements included in this report reflect the ownership interests in Accenture SCA and Accenture Canada Holdings Inc. held by certain of our current and former senior executivesmembers of Accenture Leadership as noncontrolling interests. The noncontrolling ownership interests percentage was 9%6% as of August 31, 2011.

2013.

Accenture plc Class A and Class X Ordinary Shares

Each Class A ordinary share and each Class X ordinary share of Accenture plc entitles its holder to one vote on all matters submitted to a vote of shareholders of Accenture plc. A Class X ordinary share does not, however, entitle its holder to receive dividends or to receive payments upon a liquidation of Accenture plc. As described above under “—History,” Class X ordinary shares generally provide the holders of Accenture SCA Class I common shares and Accenture Canada Holdings Inc. exchangeable shares with a vote at Accenture plc shareholder meetings that is equivalent to the voting rights held by Accenture plc Class A ordinary shareholders, while their economic rights consist of interests in Accenture SCA Class I common shares or in Accenture Canada Holdings Inc. exchangeable shares.

Under its memorandum and articles of association, Accenture plc may redeem, at its option, any Class X ordinary share for a redemption price equal to the nominal value of the Class X ordinary share, or $0.0000225 per share. Accenture plc, as successor to Accenture Ltd, has separately agreed with the original holders of 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. 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.

A transfer of Accenture plc Class A ordinary shares effected by transfer of a book-entry interest in The Depository Trust Company will not be subject to Irish stamp duty. Other transfers of Accenture plc Class A ordinary shares may be subject to Irish stamp duty (currently at the rate of 1% of the price paid or the market value of the Class A ordinary shares acquired, if higher) payable by the buyer.

Accenture SCA Class I Common Shares

Only Accenture and ourthe current and former senior executivesmembers of Accenture Leadership and their permitted transferees hold Accenture SCA Class I common shares. Each Class I common share entitles its holder to one vote on all matters submitted to the shareholders

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of Accenture SCA and entitles its holder to dividends and liquidation payments. As of October 11, 2011,15, 2013, Accenture holds a voting interest of approximately 91%94% of the aggregate outstanding Accenture SCA Class I common shares entitled to vote, with the remaining 9%6% of the voting interest held by ourthe current and former senior executivesmembers of Accenture Leadership and their permitted transferees.

Accenture SCA is obligated, at the option of the holder, to redeem any outstanding Accenture SCA Class I common share at a redemption price per share generally equal to its current market value as determined in accordance with Accenture SCA’s articles of association. Under Accenture SCA’s articles of association, the market value of a Class I common share that is not subject to transfer restrictions will be deemed to be equal to (i) the average of the high and low sales prices of an Accenture plc Class A ordinary share as reported on the New York Stock Exchange (or on such other designated market on which the Class A ordinary shares trade), net of customary brokerage and similar transaction costs, or (ii) if Accenture plc sells its Class A ordinary shares on the date that the redemption price is determined (other than in a transaction with any employee or an affiliate or pursuant to a preexisting obligation), the weighted average sales price of an Accenture plc Class A ordinary share on the New York Stock Exchange (or on such other market on which the Class A ordinary shares primarily trade), net of customary brokerage and similar transaction costs. Accenture SCA may, at its option, pay this redemption price with cash or by delivering Accenture plc Class A ordinary shares on a one-for-one basis. In order to maintain Accenture plc’s economic interest in Accenture SCA, Accenture plc generally will acquire additional Accenture SCA common shares each time additional Accenture plc Class A ordinary shares are issued.

Except in the case of a redemption of Class I common shares or a transfer of Class I common shares to Accenture plc or one of its subsidiaries, Accenture SCA’s articles of association provide that Accenture SCA Class I common shares may be transferred only with the consent of the general partner of Accenture SCA. In addition, all holders of Class I common shares (except Accenture) are precluded from having their shares redeemed by Accenture SCA or transferred to Accenture SCA, Accenture plc or a subsidiary of Accenture plc at any time or during any period when Accenture SCA determines, based on the advice of counsel, that there is material non-public information that may affect the average price per share of Accenture plc Class A ordinary shares, if the redemption would be prohibited by applicable law, during an underwritten offering due to an underwriters lock-up or during the period from the announcement of a tender offer by Accenture SCA or its affiliates for Accenture SCA Class I common shares until the expiration of ten business days after the termination of the tender offer (other than to tender the holder’s Accenture SCA Class I common shares in the tender offer).

Accenture Canada Holdings Inc. Exchangeable Shares

Holders of Accenture Canada Holdings Inc. exchangeable shares may exchange their shares for Accenture plc Class A ordinary shares at any time on a one-for-one basis. Accenture may, at its option, satisfy this exchange with cash at a price per share generally equal to the market price of an Accenture plc Class A ordinary share at the time of the exchange. Each exchangeable share of Accenture Canada Holdings Inc. entitles its holder to receive distributions equal to any distributions to which an Accenture plc Class A ordinary share entitles its holder. The exchange of all of the outstanding Accenture Canada Holdings Inc. exchangeable shares for Accenture plc Class A ordinary shares would not have a material impact on the equity ownership position of Accenture or the other shareholders of Accenture SCA.

ITEM 1A.    RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the following factors which could materially adversely affect our business, financial condition, results of operations (including revenues and profitability) and/or stock price. Our business is also subject to general risks and uncertainties that may broadly affect companies, including us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also could materially adversely affect our business, financial condition, results of operations or stock price.

Our results of operations could be adversely affected by volatile, negative or uncertain economic conditions and the effects of these conditions on our clients’ businesses and levels of business activity.

Global economicmacroeconomic conditions affect our clients’ businesses and the markets they serve, and volatile, negative or uncertain economic conditions may have an adverse effect on our revenue growth and profitability.serve. Volatile, negative or uncertain economic conditions in our significant markets have undermined and could in the future undermine business confidence both in thoseour significant markets andor in other markets and cause our clients to reduce or defer their spending on new initiatives and technologies, or initiativesmay result in clients reducing, delaying or terminateeliminating spending under existing contracts with us, 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. For example, revenue growth in local currency during fiscal 2013 was lower than we expected due, in large part, to lower than expected demand, particularly in certain geographies experiencing challenging macroeconomic conditions, such as certain countries in Europe and in Brazil. A material portion of our revenues and profitability is derived from our clients in Europe and North America. WeakeningWeak demand or a slower than expected recovery 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. In addition, an economic slowdown in key emerging markets, where we typically grow faster than in more mature markets, also

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could adversely affect our results of operations, as we experienced. Ongoing economic volatility and uncertainty affectsand changing demand patterns affect 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.
Economic volatility and uncertainty is particularly challenging because it may take some time for the leveleffects and changes in demand patterns resulting from these and other factors 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.

Our business depends on generating and maintaining ongoing, profitable client demand for our services and solutions, and a significant reduction in such demand could materially affect our results of operations.

Our revenue and profitability depend on the demand for our services with favorable margins, which could be negatively affected by numerous factors, many of which are beyond our control and unrelated to our work product. As described above, volatile, negative or uncertain global economic conditions and lower growth in the markets we serve have adversely affected and could negativelyin the future adversely affect client demand for our services and solutions. In addition, developmentsas new technologies become available, such as Software as a Service (SaaS), which continually change the nature of our business, clients may slow spending on legacy technologies in anticipation of implementing these new technologies. Developments in the industries we serve, which may be rapid, also could shift demand to new services and solutions. If, as a result of new technologies or changes in the industries we serve, our clients demand new services and solutions, where we aremay be less competitive in these new areas or might requireneed to make significant investment by us to upgrade, enhance or expand our services

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 these contracts typically permit a client to terminate the agreement with as little as 30 daysdays’ 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 withMany of our services and we are unablecontracts allow clients to effectively respond to its needs, the client might terminate, existing contracts, or delay, 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.

If we are unable to keep our supply of skills and resources in balance with client demand around the world and attract and retain professionals with strong leadership skills, our business, the utilization rate of our professionals and our results of operations may be materially adversely affected.

Our success is dependent, in large part, on our ability to keep our supply of skills and resources in balance with client demand around the world and our ability to attract and retain personnel with the knowledge and skills to lead our business globally. Experienced personnel in our industry are in high demand, and competition for talent is intense. We must hire, retain and motivate appropriate numbers of talented people with diverse skills in order to serve clients across the globe, respond quickly to rapid and ongoing technology, industry and 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.

We are particularly dependent on retaining our senior executivesmembers of Accenture Leadership and other experienced managers, and if we are unable to do so, our ability to develop new business and effectively lead our current projects could be jeopardized. We depend on identifying, developing and retaining key employees to provide leadership and direction for our businesses. This includes developing talent and leadership capabilities in emerging markets, where the depth of skilled employees is often limited and competition for these resources is intense. Our geographic expansion strategy in emerging markets depends on our ability to attract, retain and integrate both local business leaders and people with the appropriate delivery skills.

Similarly, our profitability depends on our ability to effectively utilize personnel with the right mix of skills and experience to perform services for our clients, including our ability to transition employees to new assignments on a timely basis. If we are unable to effectively mobilizedeploy our employees globally on a timely basis to fulfill the needs of our clients, our ability to perform our

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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, 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 itthe work 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.

Our equity-based incentive compensation plans are designed to reward high-performing personnel for their contributions and provide incentives for them to remain with us. If the anticipated value of such incentives does not materialize because of volatility or lack of positive performance in our stock price, or if our total compensation package is not viewed as being competitive, our ability to attract and retain the personnel we need could be adversely affected. In addition, if we do not obtain the shareholder approval needed to continue granting equity awards under our share plans in the amounts we believe are necessary, our ability to attract and retain personnel could be negatively affected.
There is a risk that at certain points in time and in certain geographical regions, we will find it difficult to hire and retain a sufficient number of employees with the skills or backgrounds to meet current and/or future demand. In these cases, we might need to redeploy existing personnel or increase our reliance on subcontractors to fill certain labor needs, and if not done effectively, our profitability could be negatively impacted. Additionally, if demand for our services were to escalate at a high rate, we may need to adjust our compensation practices, which could put upward pressure on our costs and adversely affect our profitability if we are unable to recover these increased costs. At certain times, however, we may also have more personnel than we need in certain skill sets or geographies. In these situations, we must evaluate voluntary attrition and use 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.

The consulting and outsourcing markets in which we compete are highly competitive, and we might not be able to compete effectively.

The markets in which we offer our services are highly competitive. Our competitors include:

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;

off-shore service providers in lower-cost locations, particularly in India, the Philippines and China, that offer services similar to those we offer, often at highly competitive prices and on more aggressive contractual terms;

large multinational providers,accounting firms that have expanded or are in the process of expanding, including thethrough acquisitions, their consulting services arms of large global technology providers (hardware and software),in areas that offer some or all of the services that we do;

compete with us;

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;

and

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.

Some competitors are companies that may have greater financial, marketing or other resources than we do and, therefore, may be better able to compete for new work and skilled professionals.

Even if we have potential offerings that address marketplace or client needs, competitors may be more successful at selling similar services they offer, including to companies that are our clients. Some competitors are more established in certain emerging markets, and that may make executing our geographic expansion strategy in these markets more challenging. Additionally, competitors may also offer more aggressive contractual terms, which may affect our ability to win work. Our future performance is largely

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.

In addition, we may face greater competition due to consolidation of companies in the technology sector, through strategic mergers or acquisitions. Consolidation activity may result in new competitors with greater scale, a broader footprint or offerings that are more attractive than ours. For example, there has been a 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.


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We could have liability or our reputation could be damaged if we fail to protect client andand/or Accenture data or information systems as obligated by law or contract or if our information systems are breached.

We are dependent on information technology networks and systems to securely process, transmit and store electronic information and to communicate among our locations around the world and with our clients, alliance partners, and vendors. 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 sensitive or confidential information.

In providing services to clients, we often manage, utilize and store sensitive or confidential client or Accenture data, including personal data. As a result, we are subject to numerous laws and regulations designed to protect this information, such as the national laws implementing the European Union Directive on Data Protection and various U.S. federal and state laws governing the protection of health or other personally identifiable information. These laws and regulations are increasing in complexity and number, change frequently and sometimes conflict among the various countries in which we operate. If any person, including any of our employees, negligently disregards or intentionally breaches our established controls with respect to client or Accenture data, or otherwise mismanages or misappropriates that data, we could be subject to significant monetary damages, regulatory enforcement actions, fines and/or criminal prosecution in one or more jurisdictions. These monetary damages might not be subject to a contractual limit of liability or an exclusion of consequential or indirect damages and could be significant. Unauthorized disclosure of sensitive or confidential client or Accenture data, whether through systems failure, employee negligence, fraud or misappropriation, could damage our reputation and cause us to lose clients. Similarly, unauthorized access to or through our information systems or those we develop for our clients, whether by our employees or third parties, including 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 government sanctions 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 we

have 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 againrelated breaches.

Our results of operations and ability to grow could impair the ability ofbe materially negatively affected if we cannot adapt and expand our peopleservices and solutions in response to safely travel toongoing changes in technology 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 disruptofferings by new entrants.
Our success depends on our ability to perform work throughcontinue to develop and implement services and solutions that anticipate and respond to rapid and continuing changes in technology and industry developments and offerings by new entrants to serve the evolving needs of our delivery centers. Our business continuityclients. Current areas of significant change include mobility, cloud-based computing and disaster recovery plansthe processing and analyzing of large amounts of data. Technological developments such as these may not be effective, particularly if catastrophic events occur. If anymaterially affect the cost and use of these circumstances occurs,technology by our clients. These technologies, and others that may emerge, could reduce, and over time, replace some of our legacy business. In addition, we have a greater riskseen some clients delaying spending under existing contracts and engagements and entering into new contracts more slowly while they evaluate the new technologies. Our growth strategy focuses on responding to these types of developments by driving innovation that will enable us to expand our business into new growth areas. If we do not sufficiently invest in new technology and industry developments, or evolve and expand our business at sufficient speed and scale, or if we do not make the interruptions in communications withright strategic investments to respond to these developments and successfully drive innovation, our clientsservices and other Accenture locations and personnel, and any down-time in important processes we operate for clients, could result in a material adverse effect onsolutions, our results of operations, and our reputationability to develop and maintain a competitive advantage and continue to grow could be negatively affected.
In addition, we operate in the marketplace.

a quickly evolving environment, in which there currently are, and we expect will continue to be, new technology entrants. New services or technologies offered by competitors or new entrants may make our offerings less differentiated or less competitive, when compared to other alternatives, which may adversely affect our results of operations.

As a result of our geographically diverse operations and our growth strategy to continue geographic expansion, we are more susceptible to certain risks.

We have offices and operations in more than 200 cities in 5456 countries around the world. One aspect of our growth strategy is to continue to expand globally, and particularly to seek significant growth in our priority emerging markets. 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 utilizing

delivery 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.

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.


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International hostilities, terrorist activities, natural disasters, pandemics and infrastructure disruptions could prevent us from effectively serving our clients and thus adversely affect our results of operations.  Acts of terrorist violence,violence; political unrest,unrest; armed regional and international hostilities and international responses to these hostilities,hostilities; natural disasters, like the earthquakevolcanic eruptions, floods and resulting tsunami in Japan in March 2011,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 and 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.

Our global operations expose us to numerous and sometimes conflicting legal and regulatory requirements, and violation of these regulations could harm our business.  We are subject to numerous, and sometimes conflicting, legal regimes on matters as diverse as anticorruption, import/export controls, content requirements, trade restrictions, tariffs, taxation, sanctions, immigration, internal and disclosure control obligations, securities regulation, anti-competition, data privacy and protection, wage-and-hour standards, and employment and labor relations. This includes inThe global nature of our operations, including emerging markets where legal systems may be less developed or familiar to us.understood by us, and the diverse nature of our operations across a number of regulated industries, further increase the difficulty of compliance. Compliance with diverse legal requirements is costly, time-consuming and requires significant resources. Violations of one or more of these regulations in the conduct of our business could result in significant fines, criminal sanctions against us or our officers, prohibitions on doing business and damage to our reputation. Violations of these regulations in connection with the performance of our obligations to our clients also could result in liability for significant monetary damages, fines and/or criminal prosecution, unfavorable publicity and other reputational damage, restrictions on our ability to process information and allegations by our clients that we have not performed our contractual obligations. Due to the varying degrees of development of the legal systems of the countries in which we operate, local laws mightmay not be well developed or provide sufficiently clear guidance and may be insufficient to protect our rights.

In particular, in many parts of the world, including countries in which we operate and/or seek to expand, practices in the local business community might not conform to international business standards and could violate anticorruption laws, or regulations, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010. Our employees, subcontractors, agents, alliance or joint venture partners,

the companies we acquire and their employees, subcontractors and agents, 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.

Changes in laws and regulations could also mandate significant and costly changes to the way we implement our services and solutions or could impose additional taxes on our services and solutions. For example, 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.

Our Global Delivery Network is increasingly concentrated in India and the Philippines, which may expose us 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 we have 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. For example, natural disasters of the type described above, some of which India and the Philippines have experienced and other countries may experience, could impair the ability of our people to safely travel to and work in our facilities and disrupt our ability to perform work through our delivery centers. Additionally, both India and the Philippines have experienced, and other countries may experience, 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 and other conditions, which are described more fully above, could significantly

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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.
Our results of operations could materially suffer if we are not able to obtain sufficient pricing to enable us to meet our profitability expectations.

If we are not able to obtain sufficient pricing for our services, 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:

general economic and political conditions;

the competitive environment in our industry, as described below;

our clients’ desire to reduce their costs;

our ability to accurately estimate, attain and sustain contract revenues, margins and cash flows over the full contract period, which includes our ability to estimate the impact of inflation and foreign exchange on our margins over long-term contracts; and

procurement practices of clients and their use of third-party advisors.

In addition, our profitability with respect to our services and solutions for new technologies may be different when compared to the profitability of our current business, due to factors such as the mix of work and the number of service providers, among others.
The competitive environment in our industry affects our ability to obtain favorable pricing in a number of ways, 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.

If our pricing estimates do not accurately anticipate the cost, risk and complexity of performing our work or third parties upon whichwhom we rely do not meet their commitments, then our contracts could have delivery inefficiencies and be unprofitable.

Our pricing for our services and solutions is highly dependent on our forecasts and predictions about the level of effort and cost necessary to deliver such services and solutions, which might beis based on

limited available 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.

If In addition, contracts used to deliver services and solutions for new technologies might necessitate the use of alternative pricing models, which could negatively impact our profitability. For example, in projects involving our SaaS solutions, revenue is typically generated on a usage basis, which may be more difficult to predict accurately due to our more limited historical data using this new commercial model.

Similarly, if we experience unanticipated delivery difficulties due to our management, the failure of third parties to meet their commitments, or for any other reason, our contracts could yield lower profit margins than planned or be unprofitable. In particular, large and complex arrangements often require that we utilize subcontractors or that our services and solutions incorporate or coordinate with the software, systems or infrastructure requirements of other vendors and service providers, including companies with which we have alliances. Our profitability depends on the ability of these subcontractors, vendors and service providers to deliver their products and services in a timely manner and in accordance with the project requirements, as well as on our effective oversight of their performance. Some of this work involves new technologies, which may not work as intended or may take more effort to implement than initially predicted. In some cases, these subcontractors are small firms, and they might not have the resources or experience to successfully integrate their services or products with large-scale projects or enterprises. In addition, certain client work requires the use of unique and complex structures and alliances, some of which require us to assume responsibility for the performance of third parties whom we do not control. Any of these factors could adversely affect our ability to perform and subject us to additional liabilities, which could have a material adverse effect on relationships with our clients and on our results of operations.


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Our work with government clients exposes us to additional risks inherent in the government contracting environment.

Our clients include national, provincial, state and local governmental entities. Our government work carries various risks inherent in the government contracting process. These risks include, but are not limited to, the following:

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.

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. 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, a

percentage of our costs. As a result of prior negative findings in connection with audits, investigations and inquiries, we have from time to time experienced some of the adverse consequences described above, and may in the future experience adverse consequences, which could materially adversely affect our future results of operations.

percentage 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.

If a government client discovers improper or illegal activities in the course of audits or investigations, we may become subject to various civil and criminal penalties, including those under the civil U.S. False Claims Act, and administrative sanctions, which may include termination of contracts, forfeiture of profits, suspension of payments, fines and suspensions or debarment from doing business with other agencies of that government. The inherent limitations of internal controls may not prevent or detect all improper or illegal activities.

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.

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 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.

Government entities typically fund projects through appropriated monies. While these projects are often planned and executed as multi-year projects, government entities usually reserve the right to change the scope of or terminate these projects for lack of approved funding and/or at their convenience. Changes in government or political developments, including budget deficits, shortfalls or uncertainties, government spending reductions (e.g., Congressional sequestration of funds under the Budget Control Act of 2011) or other debt constraints, such as those recently experienced in the United States and 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.
Political and economic factors such as pending elections, the outcome of recent elections, changes in leadership among key executive or legislative decision makers, revisions to governmental tax or other policies and reduced tax revenues can affect the number and terms of new government contracts signed or the speed at which new contracts are signed, decrease future levels of spending and authorizations for programs that we bid, shift spending priorities to programs in areas for which we do not provide services and/or lead to changes in enforcement or how compliance with relevant rules or laws is assessed.

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


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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.

The occurrences or conditions described above could affect not only our business with the particular government entities involved, but also our business with other entities of the same or other governmental bodies or with certain commercial clients. If any of the risks discussed above were to occur, itclients, and could have a material adverse effect on our business or our results of operations.

Our business could be materially adversely affected if we incur legal liabilityliability.
We are subject to, and may become a party to, a variety of litigation or other claims and suits that arise from time to time in connection with providingthe ordinary course of our servicesbusiness. Our business is subject to the risk of litigation involving employees, clients, alliance partners, subcontractors, suppliers, competitors, shareholders, government agencies or others through private actions, class actions, whistleblower claims, administrative proceedings, regulatory actions or other litigation. Regardless of the merits of the claims, the cost to defend current and solutions.

Wefuture litigation may be significant, and such matters can be time-consuming and divert management’s attention and resources. The results of litigation and other legal proceedings are inherently uncertain, and adverse judgments or settlements in some or all of these legal disputes may result in materially adverse monetary damages, penalties or injunctive relief against us. Any claims or litigation, even if fully indemnified or insured, could damage our reputation and make it more difficult to compete effectively or to obtain adequate insurance in the future.

For example, we could be subject to significant legal liability and litigation expense if we fail to meet our contractual obligations, or otherwise breach obligations, to third parties, including clients, alliance partners, employees and former employees, and other parties with whom we conduct business, or if our subcontractors breach or dispute the terms of our agreements with them and impede our ability to meet our obligations to our clients. We may enter into agreements with non-standard terms because we perceive an important economic opportunity or because our personnel did not adequately follow our contracting guidelines. In addition, the contracting practices of competitors, along with the demands of increasingly sophisticated clients, may cause contract terms and conditions that are unfavorable to us to become new standards in the marketplace. We may find ourselves committed to providing services or solutions that we are unable to deliver or whose delivery will reduce our profitability or cause us financial loss. If we cannot or do not performmeet our contractual obligations we could face significant legal liability, and our contracts might not always protect us adequately through limitations on the scope ofif our potential liability becauseis not adequately limited through the terms of our agreements, liability limitations are not enforced or a third party may allegealleges fraud or other wrongdoing to prevent us from relying upon those contractual protections. A failure of a client’s system based on our services or solutions could subject us to a claim for significant damages that could materially adversely affect our results of operations. If we cannot or do not meet our contractual obligations to provide such solutions and services, and if our exposure is not adequately limited through the terms of our agreements, or if liability limitations are not enforced,protections, we might face significant legal liability and litigation expense and our results of operations could be materially adversely affected. In additionA failure of a client’s system based on our services or solutions could also subject us to expense, litigation can be lengthy and disruptive to normal business operations, and litigationa claim for significant damages that could materially adversely affect our results can be unpredictable. of operations.
While we maintain insurance for certain potential liabilities, such insurance does not cover all types and amounts of potential liabilities and is subject to various exclusions as well as caps on amounts recoverable. Even if we believe a claim is covered by insurance, insurers may dispute our entitlement to recovery for a variety of potential reasons, which may affect the timing and, if they prevail, the amount of our recovery.

Our results of operations and ability to grow could be materially negatively affected if we cannot adapt and expand our services and solutions in response to ongoing changes in technology and offerings by new entrants.

Our success depends on our ability to continue to develop and implement services and solutions that anticipate and respond to rapid and continuing changes in technology and industry developments and offerings by new entrants to serve the evolving needs of our clients. Current areas of significant change include mobility, cloud-based computing and the processing and analyzing of large amounts of data. Technological developments such as these may materially affect the cost and use of technology by our

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.

In addition, we operate in a quickly evolving environment, in which there currently are, and we expect will continue to be, new technology entrants. New services or technologies offered by competitors or new entrants may make our offerings less differentiated or less competitive, when compared to other alternatives, which may adversely affect our results of operations.

Outsourcing services subject us to different operational risks than our consulting and systems integration services.

Outsourcing services, which represented approximately 41% of our net revenues in fiscal 2011, present different operational risks, when compared to our consulting and systems integration services. Our outsourcing services involve taking over the operation of certain portions of our clients’ businesses, which may include the operation of functions that are critical to the core businesses of our clients. In fiscal 2011, we expanded our outsourcing services and solutions into new areas, such as care management and mortgage processing, and we expect to continue to do so. Expanding into new areas may expose us to additional regulatory or other risks specific to such new areas. We could also incur liability for failure to comply with laws or regulations applicable to the services we provide clients.

We may also face exposure in our outsourcing business if we contribute to internal controls issues of a client. If a process we manage for a client were to result in internal controls failures at the client or impair our client’s ability to comply with its own internal control requirements, there is a risk that we could face legal liability. Many of our clients request that we obtain an audit under Statement on Auditing Standards No. 70 (SAS 70) of the control activities we perform for them when we host or process data belonging to them (effective June 15, 2011, SAS 70 was retired and replaced with Statement on Standards for Attestation Engagements No. 16 and International Standard on Assurance Engagements 3402). If we receive a qualified opinion, or do not deliver the audit reports timely, our ability to acquire new clients and retain existing clients may be adversely affected and our reputation could be harmed.

Our services or solutions could infringe upon the intellectual property rights of others or we might lose our ability to utilize the intellectual property of others.

We cannot be sure that our services and solutions, or the solutions of others that we offer to our clients, do not infringe on the intellectual property rights of third parties, and these third parties could claim that we or our clients are infringing upon their intellectual property rights. These claims could harm our reputation, cost us money or prevent us from offering some services or solutions. Any related proceedings could require us to expend significant time and effort over an extended period of time. In most of our contracts, we agree to indemnify our clients for expenses and liabilities resulting from claimed infringements of the intellectual property rights of third parties. In some instances, the amount of these indemnities could be greater than the revenues we receive from the client. Any claims or litigation in this area could be time-consuming and costly, injure our reputation and/or require us to incur additional costs to obtain the right to continue to offer a service or solution to our clients. If we cannot secure this right at all or on reasonable terms, or we cannot substitute alternative technology, our operations could be materially adversely affected. Additionally, in recent years, individuals and firms have begun purchasing intellectual property assets for the sole purpose of asserting claims of

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.

We could lose our ability to utilize the intellectual property of others. Third-party suppliers of software, hardware or other intellectual assets could be acquired or sued, and this could disrupt use of their products or services by Accenture and our clients. If our ability to provide services and solutions to our clients is impaired, our results of operations could be materially adversely affected.

Weaffected 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 only a limited abilitymaterial 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, including intercompany payables and receivables, originally denominated in other currencies. These changes cause our growth in consolidated earnings stated in U.S. dollars to protectbe higher or lower than our intellectual property rights,growth in local currency when compared against other periods. Our currency hedging program, which is designed to partially offset the impact on consolidated earnings related to the changes in value of certain balance sheet items, might not be successful.
As we continue to leverage our global delivery model, more of our expenses are important to our success.

Our success depends,incurred in part, upon our ability to protect our proprietary methodologies andcurrencies other intellectual property. Existing laws of some countriesthan those in which we providebill 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 or solutions might offer only limited protection of our intellectual property rights. We rely upon a combination of trade secrets, confidentiality policies, nondisclosureat off-shore sites by increasing labor and other costs that are denominated in local currency. Our contractual arrangements, and patent, copyright and trademark laws to protect our intellectual property rights. These laws are subject to change at any time and could further restrict our ability to protect our innovations. Our intellectual property rights may not prevent competitors from independently developing products and services similar toprovisions or duplicative of ours. Further, the steps we take in this regard might not be adequate to prevent or deter infringement or other misappropriation of our intellectual property by competitors, former employees or other third parties, and wecost management efforts might not be able to detect unauthorized use of, or take appropriateoffset their impact, and timely stepsour currency hedging activities, which are designed to enforce, our intellectual property rights. Enforcing our rightspartially offset this impact, might also require considerable time, money and oversight and we may not be successfulsuccessful. This could result in enforcinga decrease in the profitability of our rights.

Dependingcontracts that are utilizing delivery center resources. Conversely, a decrease in the value of certain currencies against the U.S. dollar, such as the Indian rupee, could place us at a competitive disadvantage compared to service providers that benefit to a greater degree from such a decrease and can, as a result, deliver services at a lower cost. In addition, our currency hedging activities are themselves subject to risk. These include risks related to counterparty performance under hedging contracts and risks


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related to currency fluctuations. We also face risks that extreme economic conditions, political instability, or hostilities or disasters of the type described above could impact or perhaps eliminate the underlying exposures that we are hedging. Such an event could lead to losses being recognized on the circumstances, we might need to grant a specific client greater rightscurrency hedges then in intellectual property developed in connection with a contract than we otherwise generally do. In certain situations, we might forego all rights to the use of intellectual property we create, which would limit our ability to reuseplace that intellectual property for other clients. Any limitation on our ability to provide a service or solution could cause us to lose revenue-generating opportunities and require us to incur additional expenses to develop new or modified solutions for future projects.

Our ability to attract and retain business and employees may depend on our reputationare not offset by anticipated changes in the marketplace.

We believe the Accenture brand name and our reputation are important corporate assets that help distinguish our services from those of competitors and also contribute to our efforts to recruit and retain talented employees. However, our corporate reputation is potentially susceptible to material damage by events such as disputes with clients, information technology security breaches or service outages, internal control deficiencies, or other delivery failures. Similarly, our reputation could be damaged by actions or statements of current or former clients, employees, competitors, vendors and alliance partners, adversaries in legal proceedings, government regulators, as well as members of the investment community and the media. There is a risk that negative information about Accenture, even if based on rumor or misunderstanding, could adversely affect our business. Damage to our reputation could be difficult and time-consuming to repair, could make potential or existing clients reluctant to select us for new engagements, resulting in a loss of business, and could adversely affect our recruitment and retention efforts. Damage to our reputation could also reduce the value and effectiveness of the Accenture brand name and could reduce investor confidence in us, materially adversely affecting our share price.

underlying hedge exposure.

Our alliance relationships may not be successful or may change, which could adversely affect our results of operations.

We have alliances with companies whose capabilities complement our own. A very significant portion of our services and solutions are based on technology or software provided by a few major providers whichthat are our alliance partners. See “Business—Alliances.” The priorities and objectives of our alliance partners may differ from ours. As most of our alliance relationships are non-exclusive, our alliance partners are not prohibited from competing with us or forming closer or preferred arrangements with our competitors. One or more of our key alliance partners may be acquired by a competitor, or key alliances partners might merge with each other, either of which could reduce our access over time to the technology or software provided by those partners. If we do not obtain the expected benefits from our alliance relationships for any reason, we may be less competitive, our ability to offer attractive solutions to our clients may be negatively affected, and our results of operations could be adversely affected.

Outsourcing services and the continued expansion of our other services and solutions into new areas subject us to different operational risks than our consulting and systems integration services.
Outsourcing services, which represented approximately 46% of our net revenues in fiscal 2013, present different operational risks, when compared to our consulting and systems integration services. Our outsourcing services involve taking over the operation of certain portions of our clients’ businesses, which may include the operation of functions that are critical to the core businesses of our clients. Disruptions in service or other performance problems could damage our clients’ businesses, expose us to claims, and harm our reputation and our business.
We have continued to expand our services and solutions into new business areas and provide services to new types of clients, and we expect to continue to do so in the future. Expanding into new areas, and providing services to new types of clients may expose us to additional operational, regulatory or other risks specific to these new areas. We could also incur liability for failure to comply with laws or regulations applicable to the services we provide clients.
We may also face exposure in our outsourcing business if we contribute to internal controls issues of a client. If a process we manage for a client were to result in internal controls failures at the client or impair our client’s ability to comply with its own internal control requirements, there is a risk that we could face legal liability. Many of our clients request that we obtain a Service Organization Control (SOC 1 type 2) audit prepared under Statement on Standards for Attestation Engagements No. 16 and International Standard on Assurance Engagements 3402, formerly referred to as SAS 70. If we receive a qualified opinion, or do not deliver the audit reports timely, our ability to acquire new clients and retain existing clients may be adversely affected and our reputation could be harmed.
Our services or solutions could infringe upon the intellectual property rights of others or we might lose our ability to utilize the intellectual property of others.
We cannot be sure that our services and solutions, including, for example, our software solutions, or the solutions of others that we offer to our clients, do not infringe on the intellectual property rights of third parties, and these third parties could claim that we or our clients are infringing upon their intellectual property rights. These claims could harm our reputation, cause us to incur substantial costs or prevent us from offering some services or solutions in the future. Any related proceedings could require us to expend significant time and effort over an extended period of time. In most of our contracts, we agree to indemnify our clients for expenses and liabilities resulting from claimed infringements of the intellectual property rights of third parties. In some instances, the amount of these indemnities could be greater than the revenues we receive from the client. Any claims or litigation in this area could be time-consuming and costly, damage our reputation and/or require us to incur additional costs to obtain the right to continue to offer a service or solution to our clients. If we cannot secure this right at all or on reasonable terms, or we cannot substitute alternative technology, our results of operations could be materially adversely affected. The risk of infringement claims against us may increase as we expand our industry software solutions and continue to develop and license our software to multiple clients.Additionally, in recent years, individuals and firms have purchased intellectual property assets in order to assert claims of infringement against technology providers and customers that use such technology. Any such action naming us or our clients could be costly to defend or lead to an expensive settlement or judgment against us. Moreover, such an action could result in an injunction being ordered against our client or our own services or operations, causing further damages.
In addition, we rely on third-party software in providing some of our services and solutions. If we lose our ability to continue using such software for any reason, including because it is found to infringe the rights of others, we will need to obtain substitute software or seek alternative means of obtaining the technology necessary to continue to provide such services and solutions. Our inability to replace such software, or to replace such software in a timely or cost-effective manner, could materially adversely affect our results of operations.

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If we are unable to protect our intellectual property rights from unauthorized use or infringement by third parties, our business could be adversely affected.
Our success depends, in part, upon our ability to protect our proprietary methodologies and other intellectual property. Existing laws of the various countries in which we provide services or solutions offer only limited protection of our intellectual property rights, and the protection in some countries may be very limited. We rely upon a combination of confidentiality policies, nondisclosure and other contractual arrangements, and patent, trade secret, copyright and trademark laws to protect our intellectual property rights. These laws are subject to change at any time and could further limit our ability to protect our intellectual property. There is uncertainty concerning the scope of available intellectual property protection for software and business methods, which are fields in which we rely on intellectual property laws to protect our rights. Our intellectual property rights may not prevent competitors from reverse engineering our proprietary information or independently developing products and services similar to or duplicative of ours. Further, the steps we take in this regard might not be adequate to prevent or deter infringement or other misappropriation of our intellectual property by competitors, former employees or other third parties, and we might not be able to detect unauthorized use of, or take appropriate and timely steps to enforce, our intellectual property rights. Enforcing our rights might also require considerable time, money and oversight, and we may not be successful in enforcing our rights.
Depending on the circumstances, we might need to grant a specific client greater rights in intellectual property developed in connection with a contract than we otherwise generally do. In certain situations, we might forego all rights to the use of intellectual property we create, which would limit our ability to reuse that intellectual property for other clients. Any limitation on our ability to provide a service or solution could cause us to lose revenue-generating opportunities and require us to incur additional expenses to develop new or modified solutions for future projects.
Our ability to attract and retain business and employees may depend on our reputation in the marketplace.
We believe the Accenture brand name and our reputation are important corporate assets that help distinguish our services from those of competitors and also contribute to our efforts to recruit and retain talented employees. However, our corporate reputation is potentially susceptible to material damage by events such as disputes with clients, information technology security breaches or service outages, internal control deficiencies, delivery failures or compliance violations. Similarly, our reputation could be damaged by actions or statements of current or former clients, directors, employees, competitors, vendors, alliance partners, our joint ventures or joint venture partners, adversaries in legal proceedings, legislators or government regulators, as well as members of the investment community or the media. There is a risk that negative information about Accenture, even if based on rumor or misunderstanding, could adversely affect our business. Damage to our reputation could be difficult, expensive and time-consuming to repair, could make potential or existing clients reluctant to select us for new engagements, resulting in a loss of business, and could adversely affect our recruitment and retention efforts. Damage to our reputation could also reduce the value and effectiveness of the Accenture brand name and could reduce investor confidence in us, materially adversely affecting our share price.
We might not be successful at identifying, acquiring or integrating other businesses.

businesses or entering into joint ventures.

We expect to continue pursuing strategic and targeted acquisitions and joint ventures intended to enhance or add to our offerings of services and solutions, or to enable us to expand in certain geographic and other markets. Depending on the opportunities available, we may increase the amount of investment in such acquisitions.acquisitions or joint ventures. We may not successfully identify suitable acquisition candidates.candidates or joint venture opportunities. We also might not succeed in completing targeted transactions or achieve desired results of operations. Furthermore, we face risks in successfully integrating any businesses we might acquire.acquire or create through a joint venture. Ongoing business may be disrupted and our management’s attention may be diverted by acquisition, transition or integration activities. In addition, we might need to dedicate additional management and other resources, and our organizational structure could make it difficult for us to efficiently integrate acquired businesses into our ongoing operations and assimilate and retain employees of those businesses into our culture and operations. Business combination and investment transactions may result in significant costs and expenses and charges to earnings, including those related to severance pay, early retirement costs, employee benefit costs, goodwill and asset impairment charges, assumed litigation and other liabilities, and legal, accounting and financial advisory fees. We may have difficulties as a result of entering into new markets where we have limited or no direct prior experience or where competitors may have stronger market positions.
We might fail to realize the expected benefits or strategic objectives of any acquisition or joint venture we undertake. We might not achieve our expected return on investment or may lose money. We may be adversely impacted by liabilities that we assume from an acquireda company we acquire or in which we invest, including from that company’s known and unknown obligations, intellectual property or other assets, terminated employees, current or former clients, or other third parties, and may fail to identify or adequately assess the magnitude of certain liabilities, shortcomings or other circumstances prior to acquiring, investing in or partnering with a company, including potential exposure to regulatory sanctions or liabilities resulting from an acquisition target’s previous activities, any of which could result in unexpected litigationlegal or regulatory exposure, unfavorable accounting treatment, unexpected increases in taxes or other adverse effects on our business. By their nature, joint ventures involve a lesser degree of control over the business operations of the joint venture itself, particularly when we have a minority position. This lesser degree

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of control may expose us to additional reputational, financial, legal, compliance or operational risks. Litigation, indemnification claims and other unforeseen claims and liabilities may arise from the acquisition or operation of acquired businesses. For example, we may face litigation or other claims as a result of certain terms and conditions of the acquisition agreement, such as earnout payments or closing net asset adjustments. Alternatively, shareholder litigation may arise as a result of proposed acquisitions. If we are unable to complete the number and kind of acquisitionsacquisition and joint ventures for which we plan, or if we are inefficient or unsuccessful at integrating any acquired businesses into our operations, we may not be able to achieve our planned rates of growth or improve our market share, profitability or competitive position in specific markets or services.

Our profitability could suffer if our cost-management strategies are unsuccessful, and we may not be able to improve our profitability through improvements to cost-management to the degree we have done in the past.

Our ability to improve or maintain our profitability is dependent on our being able to successfully manage our costs. Our cost management strategies include maintaining appropriate alignment between the demand for our services and our resource capacity, optimizing the costs of service delivery and maintaining or improving our sales and marketing and general and administrative costs as a percentage of revenues. We have also taken actions to reduce certain costs, and these initiatives include, without limitation, ongoing global consolidation of our office space and re-alignment of portions of our non-client-facing workforce to lower-cost locations. There is no guarantee that these, orThese actions and our other cost-management efforts willmay not be successful, that our efficiency willmay not be enhanced or thatand we willmay not achieve desired levels of

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.

Many of our contracts include performance payments that link some of our fees to the attainment of performance or business targets and/or require us to meet specific service levels. This could increase the variability of our revenues and impact our margins.

Many of our contracts include performance clauses that tie our compensation to the achievement of agreed-upon performance standards or milestones. If we fail to satisfy these measures, it could significantly reduce or eliminate our fees under the contracts, increase the cost to us of meeting performance standards or milestones, delay expected payments or subject us to potential damage claims under the contract terms. Clients also often have the right to terminate a contract and pursue damage claims under the contract for serious or repeated failure to meet these service levels.commitments. We also have a number of contracts, in both outsourcing and consulting, in which a portion of our fees or incentivescompensation depends on performance measures such as cost-savings, revenue enhancement, benefits produced, business goals attained and adherence to schedule. These goals can be complex and may depend on our clients’ actual levels of business activity or may be based on assumptions that are later determined not to be achievable or accurate. These provisions could increase the variability in revenues and margins earned on those contracts.

Changes in our level of taxes, and audits, investigations and tax proceedings, or changes in our treatment as an Irish company, could have a material adverse effect on our results of operations and financial condition.

We are subject to income taxes in numerous jurisdictions. We calculate and provide for income taxes in each tax jurisdiction in which we operate. Tax accounting often involves complex matters and requires our judgment is required in determiningto determine our worldwide provision for income taxes and other tax liabilities. We are subject to ongoing tax audits in various jurisdictions. Tax authorities have disagreed, and may in the future disagree, with our judgments, or may take increasingly aggressive positions with respect toopposing the judgments we make. We regularly assess the likely outcomes of theseour audits in order to determine the appropriateness of our tax liabilities. However, our judgments might not be sustained as a result of these audits, and the amounts ultimately paid could be different from the amounts previously recorded. In addition, our effective tax rate in the future could be adversely affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities and changes in tax laws. Tax rates in the jurisdictions in which we operate may change as a result of macroeconomic or other factors outside of our control. For example, Ireland faces continuing economic uncertainty, including in connection with its outstanding debt obligations. These uncertainties have led to discussion regarding a potential increase to the corporate tax rate. Increases in the tax rate in Ireland or any of the jurisdictions in which we operate could have a negative impact on our profitability. In addition, changes in tax laws, treaties or regulations, or their interpretation or enforcement, may be unpredictable, particularly in less developed markets, and could become more stringent, which could materially adversely affect our tax position. Any of these occurrences could have a material adverse effect on our results of operations and financial condition.

Although we expect to be able to rely on the tax treaty between the U.S.United States and Ireland, there can be no assurance that legislative or diplomatic action will notcould be taken that would prevent us from being able to rely on such treaty. Our inability to rely on such treaty would subject us to increased taxation or

significant additional expense. Congressional proposals could change the definition of a U.S. person for U.S. federal income tax purposes, which could subject us to increased taxation. In addition, we could be materially adversely affected by future changes in tax law or policy in Ireland or other jurisdictions where we operate, including their treaties with Ireland or the United States. These changes could be exacerbated by economic, budget or other challenges facing Ireland or these other jurisdictions.


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If we are unable to manage the organizational challenges associated with our size, we might be unable to achieve our business objectives.

As of August 31, 2011,2013, we had approximately 236,000275,000 employees worldwide. Our size and scale present significant management and organizational challenges. It might become increasingly difficult to maintain effective standards across a large enterprise and effectively institutionalize our knowledge. It might also become more difficult to maintain our culture, effectively manage and monitor our personnel and operations and effectively communicate our core values, policies and procedures, strategies and goals, particularly given our world-wide operations. Finally, theThe size and scope of our operations increase the possibility that we will have employees who engage in unlawful or fraudulent activity, or otherwise expose us to unacceptable business risks, despite our efforts to train them and maintain internal controls to prevent such instances. For example, employee misconduct could involve the improper use of our clients’ sensitive or confidential information or the failure to comply with legislation or regulations regarding the protection of sensitive or confidential information. Furthermore, the inappropriate use of social networking sites by our employees could result in breaches of confidentiality, unauthorized disclosure of non-public company information or damage to our reputation. If we do not continue to develop and implement the right processes and tools to manage our enterprise and instill our culture and core values into all of our employees, our ability to compete successfully and achieve our business objectives could be impaired.

In addition, from time to time, we make changes to our operating model, including how we are organized, as the needs and size of our business change, and if we do not successfully implement the changes, our business and results of operation may be negatively impacted.

If we are unable to collect our receivables or unbilled services, our results of operations, financial condition and cash flows could be adversely affected.

Our business depends on our ability to successfully obtain payment from our clients of the amounts they owe us for work performed. We evaluate the financial condition of our clients and usually bill and collect on relatively short cycles. In limited circumstances, we also extend financing to our clients. We have established allowances for losses of receivables and unbilled services. Actual losses on client balances could differ from those that we currently anticipate, and, as a result, we might need to adjust our allowances. There is no guarantee that we willWe might not accurately assess the creditworthiness of our clients. Macroeconomic conditions could also result in financial difficulties for our clients, including bankruptcy and as a resultinsolvency. This could cause clients to delay payments to us, request modifications to their payment arrangements that could increase our receivables balance, or default on their payment obligations to us. In addition, in certain geographies and industries, some clients have requested extended payment terms more frequently, and if this trend continues, our cash flows could be adversely affected. Recovery of client financing and timely collection of client balances also depend on our ability to complete our contractual commitments and bill and collect our contracted revenues. If we are unable to meet our contractual requirements, we might experience delays in collection of and/or be unable to collect our client balances, and if this occurs, our results of operations and cash flows could be adversely affected. In addition, if we experience an increase in the time to bill and collect for our services, our cash flows could be adversely affected.

Our share price and results of operations could fluctuate and be difficult to predict.

Our share price has fluctuated in the past and could continue to fluctuate in the future in response to various factors. These factors include:

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.

Our results of operations have varied in the past and are likely to vary significantly from quarter to quarter in the future, making them difficult to predict. Some of the factors that could cause our results of operations to vary include:

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;

conditions and new technologies;

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;

our ability to transition employees quickly from completed to new projects and maintain an appropriate headcount in each of our workforces;


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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;

changes in, or the application of changes in, accounting principles or pronouncements under U.S. generally accepted accounting principles, particularly those related to revenue recognition;

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.

As a result of any of the above factors, or any of the other risks described in this Item 1A, “Risk Factors,” our share price could be difficult to predict, and our share price in the past might not be a good indicator of the price of our shares in the future. In addition, if litigation is instituted against us following declines in our share price, we might need to devote substantial time and resources to responding to the litigation, and our share price could be materially adversely affected.

Our results of operations and share price could be adversely affected if we are unable to maintain effective internal controls.

The accuracy of our financial reporting is dependent on the effectiveness of our internal controls. We are required to provide a report from management to our shareholders on our internal control over

financial reporting that includes an assessment of the effectiveness of these controls. Internal control over financial reporting has inherent limitations, including human error, the possibility that controls could be circumvented or become inadequate because of changed conditions, and fraud. Because of these inherent limitations, internal control over financial reporting might not prevent or detect all misstatements or fraud. If we cannot maintain and execute adequate internal control over financial reporting or implement required new or improved controls that provide reasonable assurance of the reliability of the financial reporting and preparation of our financial statements for external use, we could suffer harm to our reputation, fail to meet our public reporting requirements on a timely basis, 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.

We make estimates and assumptions in connection with the preparation of our consolidated financial statements, and any changes to those estimates and assumptions could adversely affect our financial results.
Our financial statements have been prepared in accordance with U.S. generally accepted accounting principles. The application of generally accepted accounting principles requires us to make estimates and assumptions about certain items and future events that affect our reported financial condition, and our accompanying disclosure with respect to, among other things, revenue recognition and income taxes. We base our estimates on historical experience, contractual commitments and on various other assumptions that we believe to be reasonable under the circumstances and at the time they are made. These estimates and assumptions involve the use of judgment and are subject to significant uncertainties, some of which are beyond our control. If our estimates, or the assumptions underlying such estimates, are not correct, actual results may differ materially from our estimates, and we may need to, among other things, adjust revenues or accrue additional charges that could adversely affect our results of operations.
We are incorporated in Ireland and a significant portion of our assets are located outside the United States. As a result, it might not be possible for shareholders to enforce civil liability provisions of the federal or state securities laws of the United States. We may also be subject to criticism and negative publicity related to our incorporation in Ireland.

We are organized under the laws of Ireland, and a significant portion of our assets are located outside the United States. A shareholder who obtains a court judgment based on the civil liability provisions of U.S. federal or state securities laws may be unable to enforce the judgment against us in Ireland or in countries other than the United States where we have assets. In addition, there is some doubt as to whether the courts of Ireland and other countries would recognize or enforce judgments of U.S. courts obtained against us or our directors or officers based on the civil liabilities provisions of the federal or state securities laws of the United States or would hear actions against us or those persons based on those laws. We have been advised that the United States and Ireland do not currently have a treaty providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. The laws of Ireland do, however, as a general rule, provide that the judgments of the courts of the United States have the same validity in Ireland as if rendered by Irish Courts. Certain important requirements must be satisfied before the Irish Courts will recognize the United StatesU.S. judgment. The originating court must have been a court of competent jurisdiction, the

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judgment must be final and conclusive and the judgment may not be recognized if it was obtained by fraud or its recognition would be contrary to Irish public policy. Any judgment obtained in contravention of the rules of natural justice or that is irreconcilable with an earlier foreign judgment would not be enforced in Ireland.
Similarly, judgments might not be enforceable in countries other than the United States where we have assets.

Some companies that conduct substantial business in the United States but arewhich have a parent domiciled in certain other jurisdictions have been criticized as improperly avoiding U.S. taxes or creating an unfair competitive advantage over other U.S. companies. Accenture never conducted business under a U.S. parent company and pays U.S. taxes on all of its U.S. operations. Nonetheless, we could be subject to criticism in connection with our current incorporation in Ireland.

Irish law differs from the laws in effect in the United States and might afford less protection to shareholders.

Our shareholders could have more difficulty protecting their interests than would shareholders of a corporation incorporated in a jurisdiction of the United States. As an Irish company, we are governed by the Companies Acts 1963 to 20092012 of Ireland (the “Companies Acts”). The Companies Acts differ in some significant, and possibly material, respects from laws applicable to U.S. corporations and shareholders under various state corporation laws, including the provisions relating to interested directors, mergers and acquisitions, takeovers, shareholder lawsuits and indemnification of directors.

Under Irish law, the duties of directors and officers of a company are generally owed to the company only. Shareholders of Irish companies do not generally have rights to take action against directors or officers of the company under Irish law, and may only do so in limited circumstances. Directors of an Irish company must, in exercising their powers and performing their duties, act with due care and skill, honestly and in good faith with a view to the best interests of the company. Directors have a duty not to put themselves in a position in which their duties to the company and their personal interests might conflict and also are under a duty to disclose any personal interest in any contract or arrangement with the company or any of its subsidiaries. If a director or officer of an Irish company is found to have breached his duties to that company, he could be held personally liable to the company in respect of that breach of duty.

We might be unable to access additional capital on favorable terms or at all. If we raise equity capital, it may dilute our shareholders’ ownership interest in us.

We might choose to raise additional funds through public or private debt or equity financings in order to:

take advantage of opportunities, including more rapid expansion;

acquire other businesses or assets;

repurchase shares from our shareholders;

develop new services and solutions; or

respond to competitive pressures.

Any additional capital raised through the sale of equity could dilute shareholders’ ownership percentage in us. Furthermore, any additional financing we need might not be available on terms favorable to us, or at all.

ITEM 1B.    UNRESOLVED STAFF COMMENTS

None.

ITEM 2.    PROPERTIES

We have major offices in the world’s leading business centers, including Boston, Chicago, New York, London, Frankfurt, Paris, Madrid, Chicago, Milan, Tokyo,San Francisco, Sao Paolo, Frankfurt, London, Madrid, Milan, Paris, Rome, Bangalore, San Francisco,Beijing, Manila, Mumbai, Shanghai, Singapore, Sydney Manila and Boston,Tokyo, among others. In total, we have offices and operations in more than 200 cities in 5456 countries around the world. We do not own any material real property. Substantially all of our office space is leased under long-term leases with varying expiration dates. We believe that our facilities are adequate to meet our needs in the near future.

ITEM 3.    LEGAL PROCEEDINGS

We are involved in a number of judicial and arbitration proceedings concerning matters arising in the ordinary course of our business. We and/or our personnel also from time to time are involved in investigations by various regulatory or legal authorities concerning matters arising in the course of our business around the world. We do not expect that any of these matters, individually or in the aggregate, will have a material impact on our results of operations or financial condition.

As previously reported, in April 2007, the U.S. Department of Justice 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.

We currently maintain the types and amounts of insurance customary in the industries and countries in which we operate, including coverage for professional liability, general liability and management liability. We consider our insurance coverage to be adequate both as to the risks and amounts for the businesses we conduct.


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ITEM 4.    (REMOVED AND RESERVED)

Executive Officers of the Registrant

MINE SAFETY DISCLOSURES

Not applicable.
EXECUTIVE OFFICERS OF THE REGISTRANT
Our executive officers and persons chosen to become executive officers as of the date hereof are as follows:

Kevin Campbell, 51, became our group chief executive—Technology in September 2009, after serving as our group chief executive—Outsourcing since September 2006. Prior to that, Mr. Campbell served as our senior managing director—Business Process Outsourcing from February 2005 to September 2006. Previously, he served as the vice president of global sales at Hewitt Associates from September 2004 to February 2005, and as president and chief operating officer of Exult Inc. from May 2000 to September 2004, when Exult merged with Hewitt. Mr. Campbell was previously employed by Accenture from 1982 until 1999.

Gianfranco Casati, 52,54, 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 2729 years.

Richard P. Clark, 52, became our chief accounting officer in September 2013, and has served as our corporate controller since September 2010. Prior to that, Mr. Clark served as our senior managing director of investor relations from September 2006 to September 2010. Previously he served as our finance director—Communications, Media & Technology from July 2001 to September 2006 and as our finance director—Resources from 1998 to July 2001. Mr. Clark has been with Accenture for 30 years.
Martin I. Cole, 55,57, became our group chief executive—Technology in March 2012. Prior to that, Mr. Cole served as our group chief executive—Communications, Media & Technology (prior to September 1, 2011 known as Communications & High Tech) operating group infrom September 2006 after servingto March 2012. Previously he served as our group chief executive—Public Service operating group from September 2004 to September 2006. From September 2000 to August 2004, he served in leadership roles in our outsourcing group, including serving as global managing partner of our Outsourcing & Infrastructure Delivery group. Mr. Cole has been with Accenture for 3133 years.

Shawn Collinson, 50,52, became our chief strategy officer in March 2011. From September 2009 to March 2011, Mr. Collinson served as our managing director—Industries & Market Innovation. Prior to that, he held numerous leadership roles in our Resources operating group, including as managing director—Management Consulting from September 2006 to August 2009. Mr. Collinson has been with Accenture for 2123 years.

Anthony G. Coughlan, 54, has been our chief accounting officer since September 2004 and served as our controller from September 2001 until August 2010. Mr. Coughlan previously served as a director of Avanade from September 2008 until February 2011, and served as the chair of its Audit Committee from November 2008 until February 2011. Mr. Coughlan has been with Accenture for 33 years.

Pamela J. Craig, 54, has been our chief financial officer since October 2006. From March 2004 to October 2006, she was our senior vice president—Finance. Previously, Ms. Craig was our group director—Business Operations & Services from March 2003 to March 2004, and was our managing partner—Global Business Operations from June 2001 to March 2003. Ms. Craig served as a director of Avanade from February 2006 until July 2009, and was a member of its Audit Committee. Ms. Craig has been with Accenture for 32 years.

Johan (Jo) G. Deblaere, 49,51, became our chief operating officer in September 2009. From September 2006 to September 2009, Mr. Deblaere served as our chief operating officer—Outsourcing. Prior to that, from September 2005 to September 2006, he led our global network of business process outsourcing delivery centers. From September 2000 to September 2005, he had overall responsibility for work with public-sector clients in Western Europe. Mr. Deblaere has been with Accenture for 2628 years.

William D. Green, 58, became chairman of the Board of Directors on August 31, 2006. Mr. Green was our chief executive officer from September 2004 to December 2010 and has been a director since June 2001. From March 2003 to August 2004, he was our chief operating officer—Client Services, and from August 2000 to August 2004 he was our country managing director, United States. Mr. Green has been with Accenture for 34 years.

Richard A. Lumb, 50,52, became our group chief executive—Financial Services operating group in December 2010. From June 2006 to December 2010, Mr. Lumb led our Financial Services operating group in Europe, Africa, the Middle East and Latin America. He also served as our managing director of business and market development—Financial Services operating group from September 2005 to June 2006. Mr. Lumb has been with Accenture for 2628 years.

Pierre Nanterme, 52,54, became chairman of the Board of Directors in February 2013, and has served as our chief executive officer onsince January 1, 2011. Mr. Nanterme was our group chief executive—Financial Services operating group from September 2007 to December 2010. Prior to assuming this role, Mr. Nanterme held various leadership roles throughout the Company, including serving as our chief leadership officer from May 2006 through September 2007, and our country managing director for France from November 2005 to September 2007. Mr. Nanterme has been with Accenture for 28 years.a director since October 2010. Mr. Nanterme has been a director since October 2010.with Accenture for 30 years.

Jean-Marc Ollagnier, 49,51, became our group chief executive—Resources operating group in March 2011. From September 2006 to March 2011, Mr. Ollagnier led our Resources operating group in Europe, Latin America, the Middle East and Africa. Previously, he served as our global managing director—Financial Services Solutions group and as our geographic unit managing director—Gallia. Mr. Ollagnier has been with Accenture for 2527 years.

Jeffrey D. Osborne, 46, became our chief performance officer in April 2010. From August 2005 through April 2010, Mr. Osborne held various leadership roles for Accenture’s Business Process Outsourcing growth platform, including serving as the chief operating officer and global delivery lead. Mr. Osborne has been with Accenture for 6 years. Prior to joining Accenture, Mr. Osborne spent 18 years in manufacturing with aerospace manufacturer Honeywell.

Stephen J. Rohleder, 54,56, 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 3032 years.

David P. Rowland, 52, has been our chief financial officer since July 2013. From October 2006 to July 2013, he was our senior vice president—Finance. Previously, Mr. Rowland was our managing director—Finance Operations from July 2001 to October 2006. Prior to assuming that role, he served as our finance director—Communications, Media & Technology and as our finance director—Products. Mr. Rowland has been with Accenture for 31 years. 

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Michael (Mike) J. Salvino, 46,48, became our group chief executive—Business Process Outsourcing in September 2009. From July 2006 to September 2009, Mr. Salvino served as managing director—Business Process Outsourcing. Previously, he served as the global sales and accounts co-leader of the

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.

Robert E. Sell, 51, became our group chief executive—Communications, Media & Technology operating group in March 2012. From September 2007 to March 2012, Mr. Sell led our Communications, Media & Technology operating group in North America. Prior to assuming that role, he served in a variety of leadership roles throughout Accenture, serving clients in a number of industries. Mr. Sell has been with Accenture for 29 years.
Jill Smart, 51,53, became our chief human resources officer in September 2004. Previously, Ms. Smart was managing partner of HR delivery. From 2000 until 2003, she served as the head of our People Enablement business practice. Ms. Smart has been with Accenture for 3032 years.

Julie Spellman Sweet, 44,46, has been our general counsel, secretary and chief compliance officer since March 2010. Prior to joining Accenture, Ms. Sweet was, for 10 years, a partner in the Corporate department of the law firm of Cravath, Swaine & Moore LLP, which she joined as an associate in 1992.

Alexander M. van ’t Noordende, 48,50, became our group chief executive—Management Consulting in March 2011. Mr. van ‘t Noodende’t Noordende was our group chief executive—Resources operating group from September 2006 to March 2011. Prior to assuming that role, he led our Resources operating group in Southern Europe, Africa, the Middle East and Latin America, and served as managing partner of the Resources operating group in France, Belgium and the Netherlands. From 2001 until September 2006, he served as our country managing director for the Netherlands. Mr. van ’t Noordende has been with Accenture for 2426 years.



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PART II

ITEM 5.    MARKET

FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES


ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Price Range of Accenture plc Class A Ordinary Shares

Accenture plc Class A ordinary shares are traded on the New York Stock Exchange under the symbol “ACN.” The New York Stock Exchange is the principal United States market for these shares.

The following table sets forth, on a per share basis for the periods indicated, the high and low sale prices for Accenture plc Class A ordinary shares as reported by the New York Stock Exchange.

   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  

(1)

On May 6, 2010, between 2:40pm EDT and 3:00pm EDT, U.S. equity markets experienced a rapid, severe decline and corresponding recovery, which has become known as the “flash crash.” Our stock was one of the securities involved in the “flash crash” and, because of this event, shows an intraday low on the consolidated tape of trades on all exchanges and market centers of $17.74.

 Price Range
 High Low
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$71.79
 $60.69
Second Quarter$75.97
 $65.20
Third Quarter$84.22
 $72.42
Fourth Quarter$83.30
 $69.00
Fiscal 2014   
First Quarter (through October 15, 2013)$78.34
 $69.78

The closing sale price of an Accenture plc Class A ordinary share as reported by the New York Stock Exchange consolidated tape as of October 11, 201115, 2013 was $57.02.$71.60. As of October 11, 2011,15, 2013, there were 243247 holders of record of Accenture plc Class A ordinary shares.

There is no trading market for Accenture plc Class X ordinary shares. As of October 11, 2011,15, 2013, there were 948732 holders of record of Accenture plc Class X ordinary shares.

To ensure that senior executivesmembers of Accenture Leadership continue to maintain equity ownership levels that we consider meaningful, we require current senior executivesmembers of Accenture Leadership to comply with the Accenture Senior Executive Equity Ownership Requirement Policy. This policy requires senior executivesmembers of Accenture Leadership to own Accenture equity valued at a multiple (ranging from 1/2 to 6) of their base compensation determined by their position level.

Dividend Policy

Prior to October 2009, Accenture declared and paid dividends on an annual basis.

On November 16, 2009, we15, 2011, May 15, 2012, November 15, 2012 and May 15, 2013, Accenture plc paid a cash dividend of $0.75 per share on our Class A ordinary shares$0.675, $0.675, $0.81 and Accenture SCA paid a cash dividend of $0.75 per share on its Class I common shares.

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$0.81 per share, respectively, on our Class A ordinary shares and Accenture SCA paid a semi-annual cash dividend of $0.375, $0.45$0.675, $0.675, $0.81 and $0.45$0.81 per share, respectively, on its Class I common shares.

On September 26, 2011,25, 2013, the Board of Directors of Accenture plc declared a semi-annual cash dividend of $0.675$0.93 per share on our Class A ordinary shares for shareholders of record at the close of business on October 14, 2011.11, 2013. Accenture plc will cause Accenture SCA to declare a semi-annual cash dividend of $0.675$0.93 per share on its Class I common shares for shareholders of record at the close of business on October 11, 2011.8, 2013. Both dividends are payable on November 15, 2011.

2013.

Future dividends on Accenture plc Class A ordinary shares and Accenture SCA Class I common shares, if any, and the timing of declaration of any such dividends, will be at the discretion of the Board of Directors of Accenture plc and will depend on, among other things, our results of operations, cash requirements and surplus, financial condition, contractual restrictions and other factors that the Board of Directors of Accenture plc may deem relevant, as well as our ability to pay dividends in compliance with the Companies Acts.

In certain circumstances, as an Irish tax resident company, we may be required to deduct Irish dividend withholding tax (currently at the rate of 20%) from dividends paid to our shareholders. Shareholders resident in “relevant territories” (including countries that are European Union member states (other than Ireland), the United States and other countries with which Ireland has a tax treaty) may be exempted from Irish dividend withholding tax. However, shareholders residing in other countries will generally be subject to Irish dividend withholding tax.


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Recent Sales of Unregistered Securities

None.


Purchases and redemptionsRedemptions of Accenture plc Class A ordinary sharesOrdinary Shares and Class X ordinary shares

Ordinary Shares

The following table provides information relating to our purchases of Accenture plc Class A ordinary shares and redemptions of Accenture plc Class X ordinary shares during the fourth quarter of fiscal 2011.2013. For year-to-date information on all share purchases, redemptions and exchanges by the Company and further discussion of our share purchase activity, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Share Purchases and Redemptions.”

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, 2013 — June 30, 2013        
Class A ordinary shares 4,377,528
 $79.81
 4,355,703
 $2,635
Class X ordinary shares 
 $
 
 
July 1, 2013 — July 31, 2013        
Class A ordinary shares 5,235,350
 $74.24
 4,520,497
 $2,295
Class X ordinary shares 124,968
 $0.0000225
 
 
August 1, 2013 — August 31, 2013        
Class A ordinary shares 4,703,455
 $73.19
 4,395,400
 $1,964
Class X ordinary shares 451,684
 $0.0000225
 
 
Total        
Class A ordinary shares (4) 14,316,333
 $75.60
 13,271,600
  
Class X ordinary shares (5) 576,652
 $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 2011,2013, we purchased 11,271,81413,271,600 Accenture plc Class A ordinary shares under this program for an aggregate price of $621 million.$1,004 million. The open-market purchase program does not have an expiration date.

(3)

As of August 31, 2011,2013, our aggregate available authorization for share purchases and redemptions was $1,042$1,964 million, which management has the discretion to use for either our publicly announced open-market share purchase program or the other share purchase programs. Since August 2001 and as of August 31, 2011,2013, the Board of Directors of Accenture plc has authorized an aggregate of $15.1$20.1 billion for purchases and redemptions of Accenture plc Class A ordinary shares, Accenture SCA Class I common shares or Accenture Canada Holdings Inc. exchangeable shares.

On September 25, 2013, the Board of Directors of Accenture plc approved $5.0 billion in additional share repurchase authority bringing Accenture’s total outstanding authority to approximately $6.96 billion.

(4)

During the fourth quarter of fiscal 2011,2013, Accenture purchased 846,5551,044,733 Accenture plc Class A ordinary shares in transactions unrelated to publicly announced share plans or programs. These transactions primarily consisted of acquisitions of 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 our various employee equity share plans. These purchases of shares in connection with employee share plans do not affect our aggregate available authorization for our publicly announced open-market share purchase and the other share purchase programs.

(5)

During the fourth quarter of fiscal 2011,2013, we redeemed 2,120,805576,652 Accenture plc Class X ordinary shares pursuant to our articles of association. Accenture plc Class X ordinary shares are redeemable at their par value of $0.0000225$0.0000225 per share.



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Purchases and redemptionsRedemptions of Accenture SCA Class I common sharesCommon Shares and Accenture Canada Holdings Inc. exchangeable shares

Exchangeable Shares

The following table provides additional information relating to our purchases and redemptions of Accenture SCA Class I common shares and Accenture Canada Holdings Inc. exchangeable shares for cash during the fourth quarter of fiscal 2011.2013. We believe that the following table and footnotes provide useful information regarding the share purchase and redemption activity of Accenture. Generally, purchases and redemptions of Accenture SCA Class I common shares and Accenture Canada Holdings Inc. exchangeable shares for cash and employee forfeitures reduce shares outstanding for purposes of computing diluted earnings per share.

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, 2013 — June 30, 2013        
Class I common shares 
 $
 
 
July 1, 2013 — July 31, 2013        
Class I common shares 64,816
 $73.93
 
 
August 1, 2013 — August 31, 2013        
Class I common shares 130,445
 $73.05
 
 
Total        
Class I common shares 195,261
 $73.35
 
 
Accenture Canada Holdings Inc.        
June 1, 2013 — June 30, 2013        
Exchangeable shares 
 $
 
 
July 1, 2013 — July 31, 2013        
Exchangeable shares 3,200
 $72.95
 
 
August 1, 2013 — August 31, 2013        
Exchangeable shares 
 $
 
 
Total        
Exchangeable shares 3,200
 $72.95
 
 
_______________ 
(1)

During the fourth quarter of fiscal 2011,2013, we acquired a total of 861,609195,261 Accenture SCA Class I common shares and 105,4003,200 Accenture Canada Holdings Inc. exchangeable shares from current and former senior executivesmembers of Accenture Leadership and their permitted transferees. This includes acquisitionstransferees by means of purchase or redemption for cash, or employee forfeiture, as applicable. In addition, during the fourth quarter of fiscal 2011,2013, we issued 1,413,022182,898 Accenture plc Class A ordinary shares upon redemptions of an equivalent number of Accenture SCA Class I common shares pursuant to thea registration statement.

(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, 2011,2013, our aggregate available authorization for share purchases and redemptions was $1,042$1,964 million, which management has the discretion to use for either our publicly announced open-market share purchase program or the other share purchase programs. Since August 2001 and as of August 31, 2011,2013, the Board of Directors of Accenture plc has authorized an aggregate of $15.1$20.1 billion for purchases and redemptions of Accenture plc Class A ordinary shares, Accenture SCA Class I common shares or Accenture Canada Holdings Inc. exchangeable shares.

On September 25, 2013, the Board of Directors of Accenture plc approved $5.0 billion in additional share repurchase authority bringing Accenture’s total outstanding authority to approximately $6.96 billion.


29


ITEM 6.     SELECTED FINANCIAL DATA

The data for fiscal 2013, 2012 and 2011 and as of August 31, 20112013 and 2010 and for fiscal 2011, 2010 and 20092012 are derived from the audited Consolidated Financial Statements and related Notes that are included elsewhere in this report. The data for fiscal 2010 and 2009 and as of August 31, 2009, 20082011, 2010 and 2007 and for fiscal 2008 and 20072009 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) 

Income Statement Data:

          

Revenues before reimbursements (“Net revenues”)

  $25,507    $21,551    $21,577    $23,387    $19,696  

Revenues

   27,353     23,094     23,171     25,314     21,453  

Operating income

   3,470     2,915     2,644     3,012     2,493  

Net income(2)

   2,553     2,060     1,938     2,197     1,723  

Net income attributable to Accenture plc(2)

   2,278     1,781     1,590     1,692     1,243  

 Fiscal
 2013 (1) 2012 2011 2010 2009 (2)
 (in millions of U.S. dollars)
Income Statement Data         
Revenues before reimbursements (“Net revenues”)$28,563
 $27,862
 $25,507
 $21,551
 $21,577
Revenues30,394
 29,778
 27,353
 23,094
 23,171
Operating income4,339
 3,872
 3,470
 2,915
 2,644
Net income (3)3,555
 2,825
 2,553
 2,060
 1,938
Net income attributable to Accenture plc (3)3,282
 2,554
 2,278
 1,781
 1,590
_______________   
(1)

Includes the impact of the restructuring costs$274 million in reorganization benefits and $243 million in U.S. federal tax benefits recorded in the fourth quarter ofduring fiscal 2009.2013. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations for Fiscal 20102013 Compared to Fiscal 2009—2012—Reorganization (Benefits) Costs, net and Restructuring Costs, net.Provision for Income Taxes, respectively.

(2)

Includes the impact of $253 million in restructuring costs recorded during fiscal 2009.

(3)On September 1, 2009, the Companywe adopted guidance issued by the 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 

Earnings Per Class A Ordinary Share:

          

Basic

  $3.53    $2.79    $2.55    $2.77    $2.06  

Diluted

   3.40     2.66     2.44     2.64     1.97  

Dividends per ordinary share

   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) 

Balance Sheet Data:

          

Cash and cash equivalents

  $5,701    $4,838    $4,542    $3,603    $3,314  

Total assets

   15,732     12,835     12,256     12,399     10,747  

Long-term debt, net of current portion

        1          2     3  

Accenture plc shareholders’ equity(1)

   3,879     2,836     2,835     2,424     1,975  

 Fiscal
 2013 2012 2011 2010 (1) 2009
Earnings Per Class A Ordinary Share         
Basic$5.08
 $3.97
 $3.53
 $2.79
 $2.55
Diluted (2)4.93
 3.84
 3.39
 2.66
 2.44
Dividends per ordinary share1.62
 1.35
 0.90
 1.125
 0.50
_______________   
(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.

(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.

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Table of Contents


 As of August 31,
 2013 2012 2011 2010 2009
 (in millions of U.S. dollars)
Balance Sheet Data         
Cash and cash equivalents$5,632
 $6,641
 $5,701
 $4,838
 $4,542
Total assets16,867
 16,665
 15,732
 12,835
 12,256
Long-term debt, net of current portion26
 
 
 1
 
Accenture plc shareholders’ equity (1)4,960
 4,146
 3,879
 2,836
 2,835
_______________   
(1)On September 1, 2009, the Companywe 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.


31

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and related Notes included elsewhere in this Annual Report on Form 10-K. This discussion and analysis also contains forward-looking statements and should also be read in conjunction with the disclosures and information contained in “Disclosure Regarding Forward-Looking Statements” and “Risk Factors” in this Annual Report on Form 10-K.

We use the terms “Accenture,” “we,” the “Company,” “our” and “us” in this report to refer to Accenture plc and its subsidiaries. All references to years, unless otherwise noted, refer to our fiscal year, which ends on August 31. For example, a reference to “fiscal 2011”2013 means the 12-month period that ended on August 31, 2011.2013. All references to quarters, unless otherwise noted, refer to the quarters of our fiscal year.

We use the term “in local currency” so that certain financial results may be viewed without the impact of foreign currency exchange rate fluctuations, thereby facilitating period-to-period comparisons of business performance. Financial results “in local currency” are calculated by restating current period activity into U.S. dollars using the comparable prior year period’s foreign currency exchange rates. This approach is used for all results where the functional currency is not the U.S. dollar.

Overview

Our results of operations can be affected by economic conditions, including macroeconomic conditions, credit market conditions and levels of business confidence.

Revenues are driven by the ability of our executives to secure new contracts and to deliver solutions and services that add value relevant to our clients’ current needs and challenges. The level of revenues we achieve is based on our ability to deliver market-leading service offerings and to deploy skilled teams of professionals quickly and on a global basis.

Our results of operations are affected by economic conditions, including macroeconomic conditions, credit market conditions and levels of business confidence. There continues to be significant volatility and economic and geopolitical uncertainty in markets around the world, as well as lower levels of spending on some of the types of services we provide in many of the industries we serve, all of which are impacting, and we expect will continue to impact, our business. These conditions have impacted the types of services our clients are demanding. Clients are requesting a higher volume of outsourcing services and are placing a greater emphasis on cost savings initiatives and in some cases, slowing the pace and level of spending on existing contracts. These changing demand patterns are currently having an adverse impact on the timing of revenue and could in the future have a material adverse effect on our results of operations. We continue to monitor the impact of this volatility and uncertainty and seek to manage our costs in order to respond to changing conditions.
Revenues before reimbursements (“net revenues”) for the fourth quarter of fiscal 20112013 were $6.69$7.09 billion, compared with $5.42$6.84 billion for the fourth quarter of fiscal 2010,2012, an increase of 23%3.7% in U.S. dollars and 14%4.5% in local currency. Net revenues for fiscal 20112013 were $25.51$28.56 billion, compared with $21.55$27.86 billion for fiscal 2010,2012, an increase of 18%3% in U.S. dollars and 15%4% in local currency. This very strong growth duringDuring the fourth quarter of fiscal 2011 contrasts with a 2% local currency revenue decline during fiscal 2010, compared to fiscal 2009. All of our operating groups2013, Health & Public Service, Products, Financial Services and Communications, Media & Technology experienced year-over-year revenue growth in local currency, while Resources was flat in local currency year-over-year. Revenue growth in local currency was solid in outsourcing, while consulting revenues reflected modest growth during the fourth quarter of fiscal 2011, with very strong2013. Revenue growth in Resources and Products. Based on new contract bookings over the last several quarters,local currency during fiscal 2013 was lower than we expect growthexpected due, in large part, to continue in most areas of our business. We also expect the level of year-over-year growth will moderate,lower than expected demand, particularly in consulting,certain geographies experiencing challenging macroeconomic conditions, such as certain countries in Europe and in Brazil. We expect year-over-year revenues to range from a slight decline to a modest increase in the near term and continue to vary across operating groups and geographic regions. There continues to be significant volatilityregions, with growth in markets around the world, as well as economic and geopolitical uncertainty. Such volatility and uncertainty, should it continue, could adversely affectcertain areas of our clients and the levels of business activitiespartially offset by lower growth or declines in the industries and geographies where we operate. We continue to monitor our costs closely in order to respond to changing conditions and to manage any impact to our results of operations.

other areas.

In our consulting business, net revenues for the fourth quarter of fiscal 20112013 were $3.88$3.80 billion, compared with $3.09$3.74 billion for the fourth quarter of fiscal 2010,2012, an increase of 25%2% in U.S. dollars and 16%3% in local currency. Consulting netNet consulting revenues for fiscal 20112013 were $14.92$15.38 billion, compared with $12.37$15.56 billion for fiscal 2010, an increase2012, a decrease of 21%1% in U.S. dollars and 17%an increase of 1% in local currency. AllThree of our five operating groups, including Health & Public Service, Communications, Media & Technology and Products, experienced quarterly year-over-year consulting revenue growth in local currency, while Resources and Financial Services experienced declines in quarterly year-over-year consulting revenue. We continued to enter into a higher proportion of contracts with longer duration that are converting to revenue at a slower pace, and clients slowed the pace and level of their spending. We expect these trends to continue in the fourth quarter of fiscal 2011, driven by very strong growth in Resources and Products. In our consulting business overall, clients continuenear term. Clients continued to focusbe focused on initiatives designed to deliver cost savings and operational efficiency, as well as projects to integrate their global operations and grow and transform their businesses.

We continue to experience growing demand for our services in emerging technologies, including analytics, cloud computing and mobility. Compared to fiscal 2010,2012, we are providingcontinued to provide a greater proportion of systems integration consulting through use of lower-cost resources in our Global Delivery Network, and we expect this trend to continue in the medium term. While thecontinue. The business environment remainsis more competitive and, in some areas, we are experiencing pricing is stable with some improvement in certain areaspressures.


32

Table of our business.

Contents


In our outsourcing business, net revenues for the fourth quarter of fiscal 20112013 were $2.81$3.28 billion, compared with $2.33$3.10 billion for the fourth quarter of fiscal 2010,2012, an increase of 21%6% in U.S. dollars and 13%7% in local currency. Outsourcing netNet outsourcing revenues for fiscal 20112013 were $10.58$13.18 billion, compared with $9.18$12.30 billion for fiscal 2010,2012, an increase of 15%7% in U.S. dollars and 13%9% in local currency. All five operating groupsHealth & Public Service, Financial Services and Products experienced strong year-over-year outsourcing revenue growth in local currency induring the fourth quarter of fiscal 2011, led by2013. Year-over-year outsourcing revenue growth in local currency was slight in Resources and declined in Communications, Media & High TechTechnology. Outsourcing revenue growth continued to be moderate, compared to the strong year-over-year growth that we experienced in the first half of fiscal 2013, as some clients slowed the pace and Financial Services.level of their spending and we expect these trends to continue in the near term. Clients continue to be focused on projects that willtransforming their operations to improve operational effectiveness. Growth in outsourcing is driven by higher volumes, scopeeffectiveness and geographic expansions and new work at existing clients, as well as services for new clients. As with systems integration consulting, comparedsave costs. Compared to fiscal 20102012, we are providingprovided a greater proportion of application outsourcing through use of lower-cost resources in our Global Delivery Network.

As we are a global company, our revenues are denominated in multiple currencies and may be significantly affected by currency exchange-rate fluctuations. If the U.S. dollar weakens against other currencies, resulting in favorable currency translation, our revenues and revenue growth in U.S. dollars may be higher. If the U.S. dollar strengthens against other currencies, resulting in unfavorable currency translation, our revenues and revenue growth in U.S. dollars may be lower. When compared to fiscal 2010,2012, the U.S. dollar weakenedstrengthened against many currencies during fiscal 2011.2013. This resulted in favorableunfavorable currency translation and U.S. dollar revenue resultsgrowth that werewas approximately 9%1% and 3% better2% lower than our resultsrevenue growth in local currency for the fourth quarter and fiscal 2011,2013, respectively.

Assuming that exchange rates stay within recent ranges, we estimate the foreign-exchange impact to our fiscal 2014 revenue growth will be 1% lower growth in U.S. dollars than our growth in local currency.

The primary categories of operating expenses include cost of services, sales and marketing and general and administrative costs. Cost of services is primarily driven by the cost of client-service personnel, which consists mainly of compensation, subcontractor and other personnel costs, and non-payroll outsourcing costs. Cost of services as a percentage of revenues is driven by the prices we obtain for our solutions and services, the utilization of our client-service personnel and the level of non-payroll costs associated with new outsourcing contracts. Utilization primarily represents the percentage of our consulting professionals’ time spent on billable work. Utilization for the fourth quarter of fiscal 20112013 was approximately 85%88%, flat with the third quarter of fiscal 2013, and within our target range. This level of utilization reflects continued strong demand for resources in our Global Delivery Network and in most countries. We continue to hire to meet current and projected future demand.

We proactively plan and manage the size and composition of our workforce and take actions as needed to address changes in the anticipated demand for our services, given that payrollcompensation costs are the most significant portion of our operating expenses. Based on current and projected future demand, we have increased our headcount, the majority of which serve our clients, to approximately 236,000275,000 as of August 31, 2011,2013, compared with approximately 223,000266,000 as of May 31, 20112013 and 204,000approximately 257,000 as of August 31, 2010. This 16%2012. The year-over-year increase in our headcount reflects an overall increase in demand for our services, including those delivered through our Global Delivery Network in lower-cost locations. Annualized attrition, excluding involuntary terminations, for the fourth quarter of fiscal 20112013 was 14%12%, comparedflat with 15% inboth the third quarter of fiscal 20112013 and 17% in the fourth quarter of fiscal 2010.2012. We evaluate voluntary attrition, adjust levels of new hiring evaluate voluntary attrition and use involuntary terminations as means to keep our supply of skills and resources in balance with increases or decreases in client demand. In addition, we also adjust compensation in certain skill sets and geographies in order to attract and retain appropriate numbers of qualified employees, and we may need to continue to adjust compensation in the future. For the majority of our personnel, compensation increases for fiscal 20122013 became effective September 1, 2011.2012. As in prior fiscal years, we strive to adjust pricing and/or the mix of resources to reduce the impact of compensation increases on our gross margin. Our ability to grow our revenues and increase our margins

could 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; deploy our employees globally on a timely basis,basis; manage attrition,attrition; recover increases in compensationcompensation; and/or effectively assimilate and utilize new employees.

Gross margin (Net revenues less Cost of services before reimbursable expenses as a percentage of Net revenues) for the fourth quarter of fiscal 20112013 was 33.1%33.2%, compared with 34.0%32.9% for the fourth quarter of fiscal 2010.2012. Gross margin for fiscal 20112013 was 32.9%, compared with 33.6%32.3% for fiscal 2010. Our2012. The increase in gross margin for fiscal 2013 was principally due to higher outsourcing contract profitability, for fiscal 2011 was lower than fiscal 2010, as we continued our efforts to absorbpartially offset by higher annual compensation increases and subcontractor costs associated with improved pricing and a more efficient resource mix. Gross margin also includes the impact of higher recruiting and training costs from the addition of a large number of new employees to meet demand.

investments in offerings.

Sales and marketing and general and administrative costs as a percentage of net revenues were 19.3% for the fourth quarter of fiscal 2011,2013, compared with 20.9%19.1% for the fourth quarter of fiscal 2010.2012. Sales and marketing and general and administrative costs as a percentage of net revenues were 19.3%18.6% for fiscal 2011,2013, compared with 20.1%18.4% for fiscal 2010.2012. Sales and marketing iscosts are driven primarily byby: compensation costs for business-development activities,activities; investment in offerings, andofferings; marketing- and advertising-related activities.activities; and acquisition-related costs. General and administrative costs primarily include costs for non-client-facing personnel, information systems and office space. We continuously monitor these costs and implement cost-management actions, as appropriate, to maintain or lower these costs as a percentage of revenues. These actions include performing a greater proportion of general and administrative activities in lower-cost locations.appropriate. For fiscal 20112013 compared to fiscal 2010,2012, sales and marketing costs as a percentage of net revenues decreased 0.2%, while general and administrative costs decreased 0.6%increased approximately 30 basis points as a percentageresult of net revenues. The decrease in generalhigher selling and administrativeother business development costs as a percentageassociated with generating new contract bookings and expanding our pipeline of net revenues was due to management of these costs at a growth rate lower than that of net revenues,business opportunities, as well as a reduction in the bad debt reserve, partially offset by a provision for litigation matters. While we continue to manage these costs, we expect the reduction in general and administrative costs as a percentage of net revenues to moderate in fiscal 2012.acquisition-related costs. Our margins could

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Table of Contents

be adversely affected if our cost-management actions are not sufficient to maintain sales and marketing and general and administrative costs at or below current levels as a percentage of net revenues.

Operating expenses for fiscal 2013 included reorganization benefits of $274 million as a result of final determinations of certain reorganization liabilities established in connection with our transition to a corporate structure in 2001. For additional information, see Note 3 (Reorganization (Benefits) Costs, Net) to our Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”
Operating income for the fourth quarter of fiscal 20112013 was $923$984 million, compared with $714$940 million for the fourth quarter of fiscal 2010.2012. Operating income for fiscal 20112013 was $3,470$4,339 million, compared with $2,915$3,872 million for fiscal 2010.2012. Operating margin (Operating income as a percentage of Net revenues) for the fourth quarter of fiscal 20112013 was 13.8%,13.9% compared with 13.2%13.8% for the fourth quarter of fiscal 2010.2012. Operating margin for fiscal 20112013 was 13.6%15.2%, compared with 13.5%13.9% for fiscal 2012. The reorganization benefits of $274 million recorded during the second and third quarters of fiscal 2013 increased operating margin by 100 basis points. Excluding the effects of the reorganization benefits, operating margin would have been 14.2% for fiscal 2013, an increase of 30 basis points compared with fiscal 2012.
The effective tax rate for fiscal 2013 was 18.1%. The above noted reorganization benefits increased income before income taxes without any increase in income tax expense. In addition, during fiscal 2013, we recorded a benefit of $243 million related to settlements of U.S. federal tax audits for fiscal 2010.

years 2006 through 2009. Absent these items, our effective tax rate for fiscal 2013 would have been 25.3% compared with 27.6% in fiscal 2012.

Diluted earnings per share were $4.93 for fiscal 2013, compared with $3.84 for fiscal 2012. Absent the above noted reorganization benefits and tax benefit recorded during fiscal 2013, diluted earnings per share would have been $4.21 for fiscal 2013.
Our Operating income and Earnings per share are also affected by currency exchange-rate fluctuations on revenues and costs. Most of our costs are incurred in the same currency as the related net revenues. Where practical, we also seek to manage foreign currency exposure for costs not incurred in the same currency as the related net revenues, such as the cost of our Global Delivery Network, by using currency protection provisions in our customer contracts and through our hedging programs. We estimate thatseek to manage our costs taking into consideration the aggregate percentage impactresidual positive and negative effects of changes in foreign exchange rates on our operating expenses is similar to that disclosed for net revenues.those costs. For more information on our hedging programs, see Note 7 (Derivative Financial Instruments) to our Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”

Bookings and Backlog

New contract bookings for the fourth quarter of fiscal 20112013 were $8.44$8.40 billion, with consulting bookings of $4.16$3.86 billion and outsourcing bookings of $4.28 billion.$4.54 billion. New contract bookings for fiscal 20112013 were $28.83$33.28 billion, with consulting bookings of $15.41$16.27 billion and outsourcing bookings of $13.42 billion.

$17.01 billion.

We provide information regarding our new contract bookings because we believe doing so provides useful trend information regarding changes in the volume of our new business over time. However, new bookings can vary significantly quarter to quarter depending in part on the timing of the signing of a small number of large outsourcing contracts. Clients continue to seek flexibility by usingenter into contracts that are converting to revenue at a phased approachslower pace and clients have slowed the pace and level of their spending, all of which impact the conversion of new contract bookings to contracting consulting work, which is resulting in smaller initial total contract values than in the past.revenues. Information regarding our new bookings is not comparable to, nor should it be substituted for, an analysis of our revenues over time. There are no third-party standards or requirements governing the calculation of bookings. New contract bookings involve estimates and judgments regarding new contracts as well as renewals, extensions and changes to existing contracts. We do not update our new bookings for material subsequent terminations or reductions related to bookings originally recorded in prior fiscal years. New contract bookings are recorded using then-existing foreign currency exchange rates and are not subsequently adjusted for foreign currency exchange rate fluctuations.

The majority of our contracts are terminable by the client on short notice, and some without notice. Accordingly, we do not believe it is appropriate to characterize bookings attributable to these contracts as backlog. Normally, if a client terminates a project, the client remains obligated to pay for commitments we have made to third parties in connection with the project, services performed and reimbursable expenses incurred by us through the date of termination.

Critical Accounting Policies and Estimates

The preparation of our Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses. We continually evaluate our estimates, judgments and assumptions based on available information and experience. Because the use of estimates is inherent in the financial reporting process, actual results could differ from those estimates. Certain of our accounting policies require higher degrees of judgment than others in their application. These include certain aspects of accounting for revenue recognition and income taxes.


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Revenue Recognition

Our contracts have different terms based on the scope, deliverables and complexity of the engagement, the terms of which frequently require us to make judgments and estimates in recognizing revenues. We have many types of contracts, including time-and-materials contracts, fixed-price contracts and contracts with features of both of these contract types. In addition, some contracts include incentives related to costs incurred, benefits produced or adherence to schedules that may increase the variability in revenues and margins earned on such contracts. We conduct rigorous reviews prior to signing such contracts to evaluate whether these incentives are reasonably achievable.

We recognize revenues from technology integration consulting contracts using the percentage-of-completion method of accounting, which involves calculating the percentage of services provided during the reporting period compared with the total estimated services to be provided over the duration of the contract. Our contracts for technology integration consulting services generally span 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 our estimates indicate that a contract loss will occur, a loss provision is recorded in the period in which the loss first becomes probable and reasonably estimable.

Contract losses are determined to be the amount by which the estimated 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.

Revenues from contracts for non-technology integration consulting services with fees based on time and materials or cost-plus are recognized as the services are performed and amounts are earned in accordance with SEC Staff Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition in Financial Statements” (“SAB 101”), as amended by SAB No. 104, “Revenue Recognition” (“SAB 104”).earned. We consider amounts to be earned once evidence of an arrangement has been obtained, services are delivered, fees are fixed or determinable, and collectibility is reasonably assured. In such contracts, our efforts, measured by time incurred, typically 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, we recognize revenues as amounts become billable in accordance with contract terms, provided the billable amounts are not contingent, are consistent with the services delivered, and are earned. Contingent or incentive revenues relating to non-technology integration consulting contracts are recognized when the contingency is satisfied and we conclude the amounts are earned.

Outsourcing contracts typically span several years and involve complex delivery, often through multiple workforces in different countries. In a number of these arrangements, we hire client employees and become responsible for certain client obligations. Revenues are recognized on outsourcing contracts as amounts become billable in accordance with contract terms, unless the amounts are billed in advance of performance of services, in which case revenues are recognized when the services are performed and amounts are earned in accordance with SAB 101, as amended by SAB 104.earned. Revenues from time-and-materials or cost-plus contracts are recognized as the services are performed. In such contracts, our effort, measured by time incurred, represents the contractual milestones or output measure, which is the contractual earnings pattern. Revenues from unit-priced contracts are recognized as transactions are processed based on objective measures of output. Revenues from fixed-price contracts are recognized on a straight-line basis, unless revenues are earned and obligations are fulfilled in a different pattern. Outsourcing contracts can also include incentive payments for benefits delivered to clients. Revenues relating to such incentive payments are recorded when the contingency is satisfied and we conclude the amounts are earned. We continuously review and reassess our estimates of contract profitability. Circumstances that potentially affect profitability over the life of the contract include decreases in volumes of transactions or other inputs/outputs on which we are paid, failure to deliver agreed benefits, variances from planned internal/external costs to deliver our services, and other factors affecting revenues and costs.

Costs related to delivering outsourcing services are expensed as incurred, with the exception of certain transition costs related to the set-up of processes, personnel and systems, which are deferred during the transition period and expensed evenly over the period outsourcing services are provided. The deferred costs are specific internal costs or incremental external costs directly related to transition or set-up activities necessary to enable the outsourced services. Generally, deferred amounts are protected in the event of early termination of the contract and are monitored regularly for impairment. Impairment losses are recorded when projected remaining undiscounted operating cash flows of the related contract are not sufficient to recover the carrying amount of contract assets. Amounts billable to the client for transition or set-up activities are deferred and recognized as revenue evenly over the period outsourcing services are provided.

Contract acquisition and origination costs are expensed as incurred.

We enter into contracts that may consist of multiple elements. These contracts may include any combination of technology integration consulting services, non-technology integration consulting services or outsourcing services described above. Revenues for contracts with multiple elements are allocated based on the lesser of the element’s relative selling price or the amount that is not contingent on future

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


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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.

Revenues recognized in excess of billings are recorded as Unbilled services. Billings in excess of revenues recognized are recorded as Deferred revenues until revenue recognition criteria are met. Client prepayments (even if nonrefundable) are deferred and recognized over future periods as services are delivered or performed.

Our consulting revenues are affected by the number of work days in thea fiscal quarter, which in turn is affected by the level of vacation days and holidays. Consequently, since our first and third quarters typically have approximately 5-10% more work days than our second and fourth quarters, our consulting revenues are typically higher in our first and third quarters than in our second and fourth quarters.

Net revenues include the margin earned on computer hardware and software resale contracts, as well as revenues from alliance agreements, neither of which is material to us. Reimbursements include billings for travel and other out-of-pocket expenses and third-party costs, such as the cost of hardware and software resales. In addition, Reimbursements may include allocations from gross billings to record an amount equivalent to reimbursable costs, where billings do not specifically identify reimbursable expenses. We report revenues net of any revenue-based taxes assessed by governmental authorities that are imposed on and concurrent with specific revenue-producing transactions.

Income Taxes

Determining the consolidated provision for income tax expense, income tax liabilities and deferred tax assets and liabilities involves judgment. Deferred tax assets and liabilities, measured using enacted tax rates, are recognized for the future tax consequences of temporary differences between the tax and financial statement bases of assets and liabilities. As a global company, we calculate and provide for income taxes in each of the tax jurisdictions in which we operate. This involves estimating current tax exposures in each jurisdiction as well as making judgments regarding the recoverability of deferred tax assets. Tax exposures can involve complex issues and may require an extended period to resolve. In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized and adjust the valuation allowances accordingly. Factors considered in making this determination include the period of expiration of the tax asset, planned use of the tax asset, tax planning strategies and historical and projected taxable income as well as tax liabilities for the tax jurisdiction in which the tax asset is located. Valuation allowances will be subject to change in each future reporting period as a result of changes in one or more of these factors. Changes in the geographic mix or estimated level of annual income before taxes can affect the overall effective tax rate.

We apply an estimated annual effective tax rate to our quarterly operating results to determine the interim provision for income tax expense. In accordance with FASB guidance on uncertainty in income taxes, a change in judgment that impacts the measurement of a tax position taken in a prior year is recognized as a discrete item in the interim period in which the change occurs. In the event there is a significant unusual or infrequent item recognized in our quarterly operating results, the tax attributable to that item is recorded in the interim period in which it occurs.

No taxes have been provided on undistributed foreign earnings that are planned to be indefinitely reinvested. If future events, including material changes in estimates of cash, working capital and long-term investment requirements, necessitate that these earnings be distributed, an additional provision for withholding taxes may apply, which could materially affect our future effective tax rate. We currently do not foresee any event that would require us to distribute these earnings.


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As a matter of course, we are regularly audited by various taxing authorities, and sometimes these audits result in proposed assessments where the ultimate resolution may result in us owing additional taxes. We establish tax liabilities or reduce tax assets for uncertain tax positions when, despite our belief that our tax return positions are appropriate and supportable under local tax law, we believe we may not succeed in realizing the tax benefit of certain positions if challenged. In evaluating a tax position, we determine whether it is more likely than not that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Our estimate of the ultimate tax liability contains assumptions based on past experiences, judgments about potential actions by taxing jurisdictions as well as judgments about the likely outcome of issues that have been raised by taxing jurisdictions. The tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon settlement. We evaluate these uncertain tax positions each quarter and adjust the related tax liabilities or assets in light of changing facts and circumstances, such as the progress of a tax audit or the expiration of a statute of limitations. We believe the estimates and assumptions used to support our evaluation of uncertain tax positions are reasonable. However, final determinations of prior-year tax liabilities, either by settlement with tax authorities or expiration of statutes of limitations, could be materially different from estimates reflected in assets and liabilities and historical income tax provisions. The outcome of these final determinations could have a material effect on our income tax provision, net income, or cash flows in the period in which that determination is made. We believe our tax positions comply with applicable tax law and that we have adequately accounted for uncertain tax positions.

Revenues by Segment/Operating Group

Our five reportable operating segments are our operating groups, which areare: Communications, Media & High Tech,Technology; Financial Services,Services; Health & Public Service, ProductsService; Products; and Resources. Operating groups are managed on the basis of net revenues because our management believes net revenues are a better indicator of operating group performance than revenues. In addition to reporting net revenues by operating group, we also report net revenues by two types of work: consulting and outsourcing, which represent the services sold by our operating groups. Consulting net revenues, which include management and technology consulting and systems integration, reflect a finite, distinct project or set of projects with a defined outcome and typically a defined set of specific deliverables. Outsourcing net revenues typically reflect ongoing, repeatable services or capabilities provided to transition, run and/or manage operations of client systems or business functions.

From time to time, our operating groups work together to sell and implement certain contracts. The resulting revenues and costs from these contracts may be apportioned among the participating operating groups. Generally, operating expenses for each operating group have similar characteristics and are subject to the same factors, pressures and challenges. However, the economic environment and its effects on the industries served by our operating groups affect revenues and operating expenses within our operating groups to differing degrees. The mix between consulting and outsourcing is not uniform among our operating groups. Local currency fluctuations also tend to affect our operating groups differently, depending on the geographic concentrations and locations of their businesses.

While we provide discussion about our results of operations below, we cannot measure how much of our revenue growth in a particular period is attributable to changes in price or volume. Management does

not track standard measures of unit or rate volume. Instead, our measures of volume and price are extremely complex, as each of our services contracts is unique, reflecting a customized mix of specific services that does not fit into standard comparability measurements. Pricing for our services is a function of the nature of each service to be provided, the skills required and outcome sought, as well as estimated cost, risk, contract terms and other factors.


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Results of Operations for Fiscal 20112013 Compared to Fiscal 2010

2012

Net revenues (by operating group, geographic region and type of work) and reimbursements were as follows:

   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          
  

 

 

   

 

 

     

 

 

  

 

 

 

TOTAL NET REVENUES(1)

   25,507     21,551     18  15  100  100
        

 

 

  

 

 

 

Reimbursements

   1,846     1,544     20     
  

 

 

   

 

 

      

TOTAL REVENUES(1)

  $27,353    $23,094     18   
  

 

 

   

 

 

      

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  
  

 

 

   

 

 

     

 

 

  

 

 

 

TOTAL NET REVENUES(1)

  $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(1)

  $25,507    $21,551     18  15  100  100
  

 

 

   

 

 

     

 

 

  

 

 

 

  Fiscal Percent
Increase
(Decrease)
U.S.
Dollars
 Percent
Increase
(Decrease)
Local
Currency
 Percent of Total
Net Revenues
for Fiscal
  2013 2012   2013 2012
 (in millions of U.S. dollars)        
OPERATING GROUPS           
Communications, Media & Technology$5,686
 $5,907
 (4)% (2)% 20% 21%
Financial Services6,166
 5,843
 6
 7
 21
 21
Health & Public Service4,739
 4,256
 11
 12
 17
 15
Products6,807
 6,563
 4
 5
 24
 24
Resources5,143
 5,275
 (2) (1) 18
 19
Other22
 19
 n/m
 n/m
 
 
TOTAL NET REVENUES28,563
 27,862
 3 % 4 % 100% 100%
Reimbursements1,831
 1,916
 (4)      
TOTAL REVENUES$30,394
 $29,778
 2 %      
GEOGRAPHIC REGIONS           
Americas$13,519
 $12,523
 8 % 9 % 47% 45%
EMEA (1)11,047
 11,296
 (2) 
 39
 41
Asia Pacific3,997
 4,043
 (1) 3
 14
 14
TOTAL NET REVENUES$28,563
 $27,862
 3 % 4 % 100% 100%
TYPE OF WORK           
Consulting$15,383
 $15,562
 (1)% 1 % 54% 56%
Outsourcing13,179
 12,300
 7
 9
 46
 44
TOTAL NET REVENUES$28,563
 $27,862
 3 % 4 % 100% 100%
_______________ 
n/m = not meaningful

(1)

May not total due to rounding.

(2)

EMEA includes Europe, Middle East and Africa.

(2)Amounts in table may not total due to rounding.

We conduct business in the following countries that individually comprised 10% or more of consolidated net revenues withinduring fiscal 2013, 2012 or 2011 2010:
 Fiscal
 2013 2012 2011
United States39% 36% 35%
United Kingdom9
 9
 10

Net Revenues
Outsourcing revenue growth in local currency moderated during the second half of fiscal 2013 compared to the first half of fiscal 2013. Financial Services, Products and 2009:

   Fiscal 
   2011  2010  2009 

United States

   35  36  36

United Kingdom

   10    10    10  

Health & Public Service experienced strong growth in outsourcing revenues in local currency during fiscal 2013. Outsourcing revenue growth in local currency during fiscal 2013 was slight in Resources and declined in Communications, Media & Technology. Consulting revenues were flat in local currency during fiscal 2013. Health & Public Service experienced strong growth in consulting revenues in local currency during fiscal 2013. Consulting revenue growth in local currency during fiscal 2013 was slight in Financial Services and declined in Communications, Media & Technology, Resources and Products.


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Table of ContentsNet Revenues


The following net revenues commentary discusses local currency net revenue changes for fiscal 20112013 compared to fiscal 2010:

2012:

Operating Groups
Communications, Media & Technology net revenues decreased

Communications2% in local currency. Outsourcing revenues reflected slight growth, driven by growth in Americas across all industry groups and Media & Entertainment in EMEA, partially offset by a significant decline in Electronics & High Tech in EMEA, principally due to an expected year-over-year revenue decline from one contract. The revenue decline on this contract is expected to continue to impact outsourcing revenue growth in the near term. In addition, outsourcing revenue growth was impacted by a decline in Electronics & High Tech in Asia Pacific. Consulting revenues reflected a modest decline, due to declines in Communications and Media & Entertainment in Americas and Electronics & High Tech in EMEA and Asia Pacific, partially offset by strong growth in Electronics & High Tech in Americas. Some of our clients continued to reduce and/or defer their investment in consulting, which had a negative impact on our consulting revenues during fiscal 2013. We expect these trends will continue to impact our net revenue growth in the near term.

Financial Services net revenues increased 14%7% in local currency. Outsourcing revenues reflected very strong growth, driven by all industry groups in Americas and Banking in EMEA, including the impact of an acquisition in Banking during fiscal 2012. Consulting revenues reflected slight growth, with very strong growth driven by Insurance in Americas and Asia Pacific and Capital Markets in EMEA. These increases were partially offset by declines in Insurance and Banking in EMEA and Banking in Americas. Changes in the banking and capital markets industries continue to influence the business needs of our clients. This is resulting in higher current demand for outsourcing services, including transformational projects, and lower demand for short-term consulting services and we expect this trend to continue in the near term.
Health & Public Service net revenues increased 12% in local currency. Consulting revenues reflected strong growth, led by Public Service in Americas and Asia Pacific and Health in Americas and EMEA. This growth was partially offset by a decline in Public Service in EMEA and Health in Asia Pacific. Outsourcing revenues also reflected strong growth, led by Public Service in Americas and Health in Americas and Asia Pacific.
Products net revenues increased 5% in local currency. Outsourcing revenues reflected strong growth, driven by growth across all geographic regions and industry groups, with the exception of Electronics & High Techled by Life Sciences, Retail and Industrial Equipment. Consulting revenues reflected a slight decline, due to declines in Asia Pacific.Pacific across most industry groups, Americas and EMEA in Retail, and Americas in Consumer Goods & Services. These decreases were largely offset by growth in Americas and EMEA in Life Sciences, Americas in Industrial Equipment and EMEA in Consumer Goods & Services. During fiscal 2013, several large systems integration projects ended, transitioned to smaller phases or to outsourcing services. We also had higher demand for outsourcing services, including transformational projects, and lower demand for short-term consulting services and we expect this trend to continue in the near term.
Resources net revenues decreased 1% in local currency. Outsourcing revenues reflected very strongmodest 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,EMEA and Utilities and Energy in Asia Pacific, partially offset by a decline in BankingUtilities in Asia Pacific. OutsourcingAmericas. Consulting revenues reflected significanta modest decline, as growth driven by growthin Chemicals across all geographic regions and industry groups, ledwas more than offset by Americas and EMEA.

Health & Public Service net revenues increased 7%declines in local currency. Consulting revenues reflected growthNatural Resources 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 inand 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 ServiceUtilities in EMEA and Asia Pacific. Outsourcing revenues also reflected revenues recognized upon favorable resolutionEnergy in Americas. Some of billing holdbacks on certain contracts with United States government agencies. In addition, the uncertainty and challengesour clients, primarily in the public sector, particularly in the United States, the United Kingdom and several other countries, continue to have a significant impact on demand in our public service business. This had a negative impact on our revenues and new contract bookings in our public service business during fiscal 2011, and we expect this trend to continue.

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 EnergyUtilities, reduced their level of consulting investments. In addition, several large systems integration projects have ended or have transitioned to smaller phases and Natural Resources in Americas and Utilities and Energy in EMEA. Lower client demand for our outsourcing services resulted in moderation of outsourcinghas moderated. We expect these trends will continue to impact Resources year-over-year net 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.

Geographic Regions

Americas net revenues increased 17% in local currency, led by the United States, Brazil and Canada.

EMEA net revenues increased 11%9% in local currency, driven by growth in local currency in most countries, led by the United Kingdom, France,States.

EMEA net revenues were flat in local currency. We experienced a significant decline in Finland, principally due to an expected year-over-year decline from one contract in Communications, Media & Technology, as well as declines in Spain, Sweden and the United Kingdom. These declines were offset by growth in Switzerland, the Netherlands, Germany, Italy,Ireland, South Africa and Switzerland.

Italy.

Asia Pacific net revenues increased 23%3% in local currency, leddriven by China, India, Singapore and Australia, partially offset by declines in Japan, Australia, Singapore, ChinaSouth Korea and India.

Malaysia.

Operating Expenses

Operating expenses for fiscal 20112013 were $23,882$26,056 million, an increase of $3,703$149 million, or 18%1%, over fiscal 2010,2012, and decreased as a percentage of revenues to 87.3%85.7% from 87.4%87.0% during this period. Operating expenses before reimbursable expenses for fiscal 20112013 were $22,037$24,224 million, an increase of $3,401$233 million, or 18%1%, over fiscal 2010,2012, and decreased as a percentage of net revenues to 86.4%84.8% from 86.5%86.1% during this period.


39


Cost of Services

Cost of services for fiscal 20112013 was $18,966$21,010 million, an increase of $3,123$220 million, or 20%1%, over fiscal 2010,2012, and increaseddecreased as a percentage of revenues to 69.3%69.1% from 68.6%69.8% during this period. Cost of services before reimbursable expenses for fiscal 20112013 was $17,120$19,179 million, an increase of $2,820$304 million, or 20%2%, over fiscal 2010,2012, and decreased as a percentage of net revenues to 67.1% from 67.7% during this period. Gross margin for fiscal 2013 increased to 32.9% from 32.3% during this period, principally due to higher outsourcing contract profitability, partially offset by higher costs associated with investments in offerings.
Sales and Marketing
Sales and marketing expense for fiscal 2013 was $3,482 million, an increase of $178 million, or 5%, over fiscal 2012, and increased as a percentage of net revenues to 67.1%12.2% from 66.4%11.9% during this period. Gross marginThe increase as a percentage of net revenues was primarily driven by higher selling and other business development costs associated with generating new contract bookings and expanding our pipeline of business opportunities, as well as acquisition-related costs.
General and Administrative Costs
General and administrative costs for fiscal 2011 decreased to 32.9% from 33.6% during this period. Our contract profitability for fiscal 2011 was lower than the same period in fiscal 2010, as we continued our efforts to absorb higher annual compensation increases and subcontractor costs with improved pricing and a more efficient resource mix. Gross margin also includes the impact of higher recruiting and training costs from the addition of a large number of new employees to meet demand.

2013Sales and Marketing were

Sales and marketing expense for fiscal 2011 was $3,094$1,836 million, an increase of $436$25 million, or 16%1%, over from fiscal 2010,2012, and decreased as a percentage of net revenues to 12.1%6.4% from 12.3%6.5% during this period.

Reorganization (Benefits) Costs, net
General and Administrative CostsWe recorded net reorganization benefits of

General and administrative costs for $272 million ($274 million in reorganization benefits less $1.9 million in interest expense accrued) during fiscal 2011 were $1,820 million, an increase of $152 million, or 9%, over fiscal 2010, and decreased2013 as a percentageresult of net revenuesfinal determinations of certain reorganization liabilities established in connection with our transition to 7.1% from 7.7% during this period. The decrease as a percentage of net revenues was primarily duecorporate structure in 2001. For additional information, refer to management of these costs at a growth rate lower than that of net revenues, as well as a reduction in the allowance for client receivablesNote 3 (Reorganization (Benefits) Costs, Net) to our Consolidated Financial Statements under Item 8, “Financial Statements and unbilled services due to better than expected bad debt experience, partially offset by a provision for litigation matters of $75 million.

Supplementary Data.”


Operating Income and Operating Margin

Operating income for fiscal 20112013 was $3,470$4,339 million, an increase of $556$467 million, or 19%12%, over fiscal 2010,2012, and increased as a percentage of net revenues to 13.6%15.2% from 13.5%13.9% during this period. The reorganization benefits of $274 million recorded during fiscal 2013 increased operating margin by 100 basis points. Excluding the effects of the reorganization benefits, operating margin for fiscal 2013 increased 30 basis points compared to fiscal 2012.
Operating income and operating margin for each of the operating groups were as follows:

   Fiscal  Increase(1) 
   2011  2010  
   Operating
Income
   Operating
Margin
  Operating
Income
   Operating
Margin
  
   (in millions of U.S. dollars) 

Communications & High Tech

  $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  
  

 

 

    

 

 

    

 

 

 

  Fiscal
  2013 2012
  
Operating
Income
 
Operating
Margin
 
Operating
Income
 
Operating
Margin
 (in millions of U.S. dollars)
Communications, Media & Technology$786
 14% $845
 14%
Financial Services1,003
 16
 810
 14
Health & Public Service594
 13
 376
 9
Products985
 14
 864
 13
Resources971
 19
 977
 19
Total$4,339
 15.2% $3,872
 13.9%
_______________ 
(1)

MayAmounts in table may not total due to rounding.

We estimate that the aggregate percentage impact



40


Operating incomeIncome and Operating Margin Excluding Reorganization Benefits (Non-GAAP)
 Fiscal  
 2013 2012  
   Operating Income and Operating Margin
Excluding Reorganization Benefits
(Non-GAAP)
 Operating Income and Operating Margin as Reported (GAAP)  
      
 Operating
Income
(GAAP)
 Reorganization
Benefits (1)
 Operating
Income (2)
 Operating
Margin (2)
 Operating
Income
 Operating
Margin
 Increase
(Decrease)
Communications, Media & Technology$786
 $53
 $733
 13% $845
 14% $(113)
Financial Services1,003
 59
 944
 15
 810
 14
 134
Health & Public Service594
 48
 546
 12
 376
 9
 170
Products985
 65
 921
 14
 864
 13
 57
Resources971
 49
 921
 18
 977
 19
 (55)
Total$4,339
 $274
 $4,065
 14.2% $3,872
 13.9% $193
_______________ 
(1)Represents reorganization benefits related to final determinations of certain reorganization liabilities established in connection with our transition to a corporate structure during 2001.
(2)We have presented Operating income and operating margin excluding reorganization benefits, as we believe quantifying the effect of the reorganization benefits on Operating income and operating margin facilitates understanding as to both the impact of these benefits and our operating performance.
(3)Amounts in table may not total due to rounding.
During fiscal 2011 was similar to that disclosed for Net revenues. During fiscal 2011,2013, 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 provision for litigation matters.$274 million reorganization benefits. The commentary below provides additional insight into operating group performance and operating margin for fiscal 2011,2013, exclusive of the reorganization benefits, compared with fiscal 2010, exclusive2012. See “Reorganization (Benefits), Costs, net.”
Communications, Media & Technology operating income decreased, primarily due to a decline in consulting revenue and higher sales and marketing costs as a percentage of these impacts.

net revenues. Operating income was also impacted by an expected significant year-over-year revenue decline from one outsourcing contract.

CommunicationsFinancial Services operating income increased, primarily due to strong outsourcing revenue growth and improved outsourcing and consulting contract profitability. Operating income for fiscal 2012 included the impact of costs related to acquisitions.

Health & High TechPublic Service operating income increased, primarily due to revenue growth partially offset by lowerand improved outsourcing contract profitability.

Financial ServicesProducts operating income increased, primarily due to very strong outsourcing revenue growth and improved outsourcing contract profitability, 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 fewdecline in consulting contracts in Public Service.

revenues.

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,decreased, primarily driven by significantdue to a decline in consulting revenue growth.

and higher sales and marketing costs as a percentage of net revenues.

Interest Income

Interest income for fiscal 20112013 was $41$33 million an increase, a decrease of $11$10 million, or 37%23%, over from fiscal 2010.2012. The increasedecrease was primarily due to higher interest rates andlower cash balances.


Other (Expense) Income, (Expense), net

Other (expense) income, (expense), net for fiscal 20112013 was $17$18 million an increase, a decrease of $32$23 million over from fiscal 2010.2012. The change was primarily driven by net foreign exchange gainslosses during fiscal 2011,2013, compared withto net foreign exchange lossesgains during fiscal 2010.

2012.

Provision for Income Taxes

The effective tax rate for fiscal 20112013 was 27.3%18.1%, compared with 29.3%27.6% for fiscal 2010.2012. During fiscal 2013, we recorded reorganization benefits of $274 million, which increased income before taxes without any increase in income tax expense. The effective tax rate was also impacted by a benefit of $243 million related to settlements of U.S. federal tax audits for fiscal years 2006 through 2009 recorded during fiscal 2013. Absent these items, the effective tax rate for fiscal 2013 would have been 25.3%, which is lower in than fiscal 20112012 primarily due to a numberlower additions to tax reserves.

41


Net Income Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests eliminates the income earned or expense incurred attributable to the equity interest that some of our current and former senior executivesmembers of Accenture Leadership and their permitted transferees have in our Accenture SCA and Accenture Canada Holdings Inc. subsidiaries. See “Business—Organizational Structure.” The resulting Net income attributable to Accenture plc represents the income attributable to the shareholders of Accenture plc. Since January 2002, noncontrolling interests has also included immaterial amounts primarily attributable to noncontrolling shareholders in our Avanade Inc. subsidiary.

Net income attributable to noncontrolling interests for fiscal 2013 was $273 million, an increase of $1 million over fiscal 2012. The increase was due to higher Net income of $730 million, offset by a reduction in the Accenture SCA Class I common shares and Accenture Canada Holdings Inc. exchangeable shares average noncontrolling ownership interest to 7% for fiscal 2013 from 9% for fiscal 2012.
Earnings Per Share
Diluted earnings per share were $4.93 for fiscal 2013, compared with $3.84 for fiscal 2012. The $1.09 increase in our earnings per share included the impact of the reorganization benefits of $274 million, which increased earnings per share by $0.38, and the $243 million tax benefit related to settlements of U.S. federal tax audits, which increased earnings per share by $0.34. Excluding the impact of these benefits, earnings per share increased $0.37 compared with earnings per share for fiscal 2012, due to increases of $0.19 from higher revenues and operating results, $0.13 from a lower effective tax rate, excluding the impact of the tax benefit related to settlements of U.S. federal tax audits and reorganization benefits, and $0.08 from lower weighted average shares outstanding. These increases were partially offset by a decrease of $0.03 from lower non-operating income. 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.”

42


Results of Operations for Fiscal 2012 Compared to Fiscal 2011
Net revenues (by operating group, geographic region and type of work) and reimbursements were as follows:
  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$5,907
 $5,434
 9% 11% 21% 22%
Financial Services5,843
 5,381
 9
 11
 21
 21
Health & Public Service4,256
 3,861
 10
 11
 15
 15
Products6,563
 5,931
 11
 13
 24
 23
Resources5,275
 4,882
 8
 10
 19
 19
Other19
 18
 n/m
 n/m
 
 
TOTAL NET REVENUES27,862
 25,507
 9% 11% 100% 100%
Reimbursements1,916
 1,846
 4
      
TOTAL REVENUES$29,778
 $27,353
 9%      
GEOGRAPHIC REGIONS           
Americas$12,523
 $11,271
 11% 13% 45% 44%
EMEA11,296
 10,854
 4
 8
 41
 43
Asia Pacific4,043
 3,383
 20
 18
 14
 13
TOTAL NET REVENUES$27,862
 $25,507
 9% 11% 100% 100%
TYPE OF WORK           
Consulting$15,562
 $14,924
 4% 6% 56% 59%
Outsourcing12,300
 10,583
 16
 19
 44
 41
TOTAL NET REVENUES$27,862
 $25,507
 9% 11% 100% 100%
_______________ 
n/m = not meaningful
(1)Amounts in table may not total due to rounding.

Net Revenues
Revenue growth in local currency was very strong in outsourcing during 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.
The following net revenues commentary discusses local currency net revenue changes for fiscal 2012 compared to fiscal 2011:
Operating Groups
Communications, Media & Technology net revenues increased 11% in local currency. Outsourcing revenues reflected significant growth, led by Electronics & High Tech in EMEA, principally due to a significant short-term increase from one contract. We also experienced outsourcing growth in Communications across all geographic regions. Consulting revenues declined slightly, with growth in the first half of fiscal 2012 offset by contraction during the second half of the fiscal year. For fiscal 2012, consulting revenues reflected a decline in Communications in EMEA and Asia Pacific, partially offset by growth in Media & Entertainment in Americas and Electronics & High Tech in Asia Pacific. Some of our clients, primarily in Communications, continued to exercise caution by reducing and/or deferring their investment in consulting, which had a negative impact on our consulting revenues.

43


Financial Services net revenues increased 11% in local currency. Outsourcing revenues reflected very significant growth, driven by all industry groups in Americas, including the impact of an acquisition in Banking. We also experienced outsourcing growth across all industry groups in Asia Pacific and Capital Markets in EMEA. Consulting revenues reflected modest growth, driven by significant growth in Insurance across all geographic regions, including the impact of an acquisition. This growth was partially offset by declines in Banking in EMEA and Americas and Capital Markets in EMEA. The uncertainty in the banking and capital markets industries impacted our consulting revenue growth during fiscal 2012.
Health & Public Service net revenues increased 11% in local currency. Consulting revenues reflected strong growth, led by Health across all geographic regions and Public Service in Asia Pacific. Outsourcing revenues reflected strong growth, driven by Health across all geographic regions and Public Service in EMEA and Asia Pacific. Outsourcing revenues during fiscal 2011 reflected revenues recognized upon favorable resolution of billing holdbacks on certain contracts with United States government agencies. The global uncertainty and challenges in the public sector continued to have an impact on demand in our public service business.
Products net revenues increased 13% in local currency. Consulting revenues increased, driven primarily by growth across all industry groups in Americas and most industry groups in Asia Pacific. By industry group, growth was $276led by Retail and Industrial Equipment. Outsourcing revenues reflected very strong growth, driven by growth across all geographic regions and most industry groups, led by Life Sciences, Air, Freight & Travel Services and Retail.
Resources net revenues increased 10% in local currency. Consulting revenues increased, driven by Energy across all geographic regions and Natural Resources in Asia Pacific and EMEA, partially offset by a decline in Natural Resources in Americas. Outsourcing revenues reflected strong growth, driven by growth across all geographic regions and all industry groups, led by Energy and Natural Resources.
Geographic Regions
Americas net revenues increased 13% in local currency, led by the United States and Brazil. In general, revenue growth moderated across Americas in the second half of fiscal 2012 compared to the first half of fiscal 2012.
EMEA net revenues increased 8% in local currency, driven by growth in Finland, the United Kingdom, Italy, Germany, the Netherlands and South Africa. In general, revenue growth moderated across EMEA in the second half of fiscal 2012 compared to the first half of fiscal 2012.
Asia Pacific net revenues increased 18% in local currency, driven by Australia, Japan, China, Singapore, South Korea and India.
Operating Expenses
Operating expenses for fiscal 2012 were $25,906 million, an increase of $2,024 million, or 8%, over fiscal 2011, and decreased as a percentage of revenues to 87.0% from 87.3% during this period. Operating expenses before reimbursable expenses for fiscal 2012 were $23,991 million, an increase of $1,954 million, or 9%, over fiscal 2011, and decreased as a percentage of net revenues to 86.1% from 86.4% during this period.
Cost of Services
Cost of services for fiscal 2012 was $20,790 million, an increase of $1,824 million, or 10%, over fiscal 2011, and increased as a percentage of revenues to 69.8% from 69.3% during this period. Cost of services before reimbursable expenses for fiscal 2012 was $18,875 million, an increase of $1,754 million, or 10%, over fiscal 2011, and increased as a percentage of net revenues to 67.7% from 67.1% during this period. Gross margin for fiscal 2012 decreased to 32.3% from 32.9% during this period. Gross margin for fiscal 2012 was lower than for fiscal 2011, principally due to higher payroll costs as a percentage of net revenues, including costs associated with investments in offerings and acquisitions, partially offset by higher contract profitability.
Sales and Marketing
Sales and marketing expense for fiscal 2012 was $3,303 million, an increase of $209 million, or 7%, over fiscal 2011, and decreased as a percentage of net revenues to 11.9% from 12.1% during this period. The decrease as a percentage of net revenues was due to growth of business development costs at a rate lower than that of net revenues.
General and Administrative Costs
General and administrative costs for fiscal 2012 were $1,811 million, a decrease of $9 million, or 1%, from fiscal 2011, and decreased as a percentage of net revenues to 6.5% from 7.1% during this period. The decrease as a percentage of net revenues was due to management of these costs at a growth rate lower than that of net revenues. In addition, during fiscal 2011, we recorded a provision for litigation matters for $75 million, or 0.3% of net revenues, which was partially offset by a reduction in the allowance for client receivables and unbilled services.

44


Operating Income and Operating Margin
Operating income for fiscal 2012 was $3,872 million, an increase of $401 million, or 12%, over fiscal 2011, and increased as a percentage of net revenues to 13.9% from 13.6% during this period. Operating income and operating margin for each of the operating groups were as follows:
  Fiscal  
  2012 2011  
  
Operating
Income
 
Operating
Margin
 
Operating
Income
 
Operating
Margin
 Increase
(Decrease)
 (in millions of U.S. dollars)  
Communications, Media & Technology$845
 14% $728
 13% $118
Financial Services810
 14
 898
 17
 (89)
Health & Public Service376
 9
 318
 8
 58
Products864
 13
 680
 11
 184
Resources977
 19
 846
 17
 130
Total$3,872
 13.9% $3,470
 13.6% $401
_______________ 
(1)Amounts in table may not total due to rounding.
During fiscal 2012, the results of each operating group benefited from our management of general and administrative costs at a growth rate lower than that of net revenues. In addition, during fiscal 2011, each operating group recorded a portion of the $75 million provision for litigation matters, partially offset by a reduction in the allowance for client receivables and unbilled services. The commentary below provides additional insight into operating group performance and operating margin for fiscal 2012, compared with fiscal 2011, exclusive of these impacts.
Communications, Media & Technology operating income increased, primarily due to outsourcing revenue growth, principally related to a significant short-term increase from one contract.
Financial Services operating income decreased, primarily due to a lower proportion of high margin consulting work, costs related to recent acquisitions and higher sales and marketing costs as a percentage of net revenues, partially offset by strong outsourcing revenue growth.
Health & Public Service operating income increased, primarily due to revenue growth and lower sales and marketing costs as a percentage of net revenues, partially offset by the negative impact of delivery inefficiencies on a few contracts. Health & Public Service operating margin was impacted by administrative and compliance costs associated with our U.S. Federal practice.
Products operating income increased, primarily due to revenue growth and improved consulting and outsourcing contract profitability.
Resources operating income increased, primarily due to strong revenue growth.
Interest Income
Interest income for fiscal 2012 was $43 million, an increase of $1 million, or 4%, over fiscal 2011. The increase was primarily due to higher cash balances.
Other Income, net
Other income, net for fiscal 2012 was $5 million, a decrease of $10 million from fiscal 2011. The change was driven primarily by lower net foreign exchange gains during fiscal 2012.
Provision for Income Taxes
The effective tax rate for fiscal 2012 was 27.6%, compared with 27.3% for fiscal 2011. The effective tax rate in fiscal 2012 included higher expenses for additions to tax reserves and changes in our geographic mix of income, partially offset by higher benefits related to final determinations of prior year tax liabilities.

45


Net Income Attributable to Noncontrolling Interests
Net income attributable to noncontrolling interests eliminates the income earned or expense incurred attributable to the equity interest that some of our current and former members of Accenture Leadership and their permitted transferees have in our Accenture SCA and Accenture Canada Holdings Inc. subsidiaries. See “Business—Organizational Structure.” The resulting Net income attributable to Accenture plc represents the income attributable to the shareholders of Accenture plc. Since January 2002, noncontrolling interests has also included immaterial amounts primarily attributable to noncontrolling shareholders in our Avanade Inc. subsidiary.
Net income attributable to noncontrolling interests for fiscal 2012 was $271 million, a decrease of $4 million, or 2%, from fiscal 2010.2011. 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 10%9% for fiscal 2012 from 10% for fiscal 2011 from 13% for fiscal 2010,, partially offset by an increase in Net income of $493$272 million.

Earnings Per Share

Diluted earnings per share were $3.40$3.84 for fiscal 2011,2012, compared with $2.66$3.39 for fiscal 2010.2011. The $0.74$0.45 increase in our earnings per share was due to increases of $0.42$0.40 from higher revenues and operating results in local currency, $0.11and $0.08 from lower weighted average shares outstanding, $0.09outstanding. These increases were partially offset by decreases of $0.02 from a lowerhigher effective tax rate $0.08and $0.01 from favorable foreign currency exchange rates and $0.04 from higherlower non-operating income, compared with fiscal 2010.2011. 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 2009

Net 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)              

OPERATING GROUPS

         

Communications & High Tech

  $4,612    $4,831     (5%)   (7%)   21  22

Financial Services

   4,446     4,323     3    1    21    20  

Health & Public Service

   3,581     3,662     (2  (4  17    17  

Products

   4,985     4,853     3    1    23    23  

Resources

   3,911     3,880     1    (2  18    18  

Other

   15     29     n/m    n/m          
  

 

 

   

 

 

     

 

 

  

 

 

 

TOTAL NET REVENUES(1)

   21,551     21,577         (2%)   100  100
        

 

 

  

 

 

 

Reimbursements

   1,544     1,594     (3%)    
  

 

 

   

 

 

      

TOTAL REVENUES(1)

  $23,094    $23,171          
  

 

 

   

 

 

      

GEOGRAPHIC REGIONS

         

Americas

  $9,465    $9,403     1  (1%)   44  44

EMEA(2)

   9,583     9,904     (3  (4  44    46  

Asia Pacific

   2,502     2,270     10    1    12    10  
  

 

 

   

 

 

     

 

 

  

 

 

 

TOTAL NET REVENUES(1)

  $21,551    $21,577         (2%)   100  100
  

 

 

   

 

 

     

 

 

  

 

 

 

TYPE OF WORK

         

Consulting

  $12,371    $12,556     (1%)   (4%)   57  58

Outsourcing

   9,179     9,021     2        43    42  
  

 

 

   

 

 

     

 

 

  

 

 

 

TOTAL NET REVENUES(1)

  $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 Revenues

The following net revenues commentary discusses local currency net revenues changes in aggregate for fiscal 2010 compared to fiscal 2009:

Operating Groups

Communications & 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 managing

the 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  
  

 

 

    

 

 

    

 

 

 

Total

  $2,915     13.5 $2,644     12.3 $271  
  

 

 

    

 

 

    

 

 

 

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  
 

 

 

   

 

 

  

 

 

   

 

 

 

Total(1)

 $2,915    13.5 $253   $2,896    13.4 $18  
 

 

 

   

 

 

  

 

 

   

 

 

 

(1)

May not total due to rounding.

(2)

Represents restructuring costs related to reducing excess real estate capacity and to realign the workforce incurred during the fourth quarter of fiscal year 2009. We have presented Operating income and operating margin excluding restructuring costs, because the restructuring costs meaningfully affect the comparability of our results of operations between periods. We believe that providing investors with this information gives additional insights into our ongoing results of operations.

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

Our primary sources of liquidity are cash flows from operations, available cash reserves and debt capacity available under various credit facilities. In addition, we could raise additional funds through public or private debt or equity financings. We may use our available or additional funds to:

to, among other things:

facilitate purchases, redemptions and exchanges of shares and pay dividends;

acquire complementary businesses or technologies;
take advantage of opportunities, including more rapid expansion;

or

acquire complementary businesses or technologies;

develop new services and solutions; or

solutions.

facilitate purchases, redemptions and exchanges of Accenture shares.

As of August 31, 2011,2013, cash and cash equivalents was $5.7$5.6 billion, compared with $4.8$6.6 billion as of August 31, 2010.

2012.

Cash flows from operating, investing and financing activities, as reflected in our Consolidated Cash Flows Statements, are summarized in the following table:

   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  
  

 

 

  

 

 

  

 

 

  

 

 

 

Net increase in cash and cash equivalents

  $863   $297   $939   $566  
  

 

 

  

 

 

  

 

 

  

 

 

 

  Fiscal  
  2013 2012 2011 2013 to 2012 Change
 (in millions of U.S. dollars)
Net cash provided by (used in):       
Operating activities$3,303
 $4,257
 $3,442
 $(954)
Investing activities(1,156) (535) (703) (621)
Financing activities(3,066) (2,559) (2,122) (507)
Effect of exchange rate changes on cash and cash equivalents(90) (223) 246
 133
Net (decrease) increase in cash and cash equivalents$(1,009) $939
 $863
 $(1,948)
_______________  
(1)

MayAmounts in table may not total due to rounding.

Operating activities: The reduction in operating cash flow included the impact of a discretionary cash contribution of $500 million made to our U.S. defined benefit pension plan during fiscal 2013, which had a net impact of $350 million, increaseafter tax. The reduction in operating cash provided by operating activitiesflow was primarilyalso due to higher net income andother changes in other operating assets and liabilities, partially offset byincluding an increase in net client balances (receivables from clients, current and non-current unbilled services and deferred revenues)., partially offset by higher net income.

Investing activities: The $430$621 million increase in cash used was primarily due to increased spending on business acquisitions and property and equipment.acquisitions. For additional information, see Note 6 (Business Combinations and Goodwill) to our Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”


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Financing activities: The $308$507 million decrease increase in cash used was primarily due to loweran increase in the net purchases of ordinary shares and an increase in cash dividends paid as a result of our transition to semi-annual dividend payments.paid. For additional information, see Note 13 (Material Transactions Affecting Shareholders’ Equity) to our Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”

We believe that our available cash balances and the cash flows expected to be generated from operations will be sufficient to satisfy our current and planned working capital and investment needs for the next twelve months. We also believe that our longer-term working capital and other general corporate funding requirements will be satisfied through cash flows from operations and, to the extent necessary, from our borrowing facilities and future financial market activities.


Borrowing Facilities

As of August 31, 2011,2013, we had the following borrowing facilities, including the issuance of letters of credit, to support general working capital purposes:

   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       
  

 

 

   

 

 

 

Total

  $1,849    $  
  

 

 

   

 

 

 

 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)508
 
Local guaranteed and non-guaranteed lines of credit (3)170
 
Total$1,678
 $
_______________ 
(1)

This facility, which matures on JulyOctober 31, 2012,2016, 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. We continue to be in compliance with relevant covenant terms. The facility is subject to annual commitment fees. As of August 31, 20112013 and 2010,2012, we had no borrowings under the 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, 20112013 and 2010,2012, we had no borrowings under these facilities.

(3)

We also maintain local guaranteed and non-guaranteed lines of credit for those locations that cannot access our global facilities. As of August 31, 20112013 and 2010,2012, we had no borrowings under these various facilities.

Under the borrowing facilities described above, we had an aggregate of $178$179 million and $152$164 million of letters of credit outstanding as of August 31, 20112013 and 2010,2012, respectively. In addition, we had total outstanding debt of $4$25.60 million and $2$0.03 million as of August 31, 20112013 and 2010,2012, respectively.


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Share Purchases and Redemptions

The Board of Directors of Accenture plc has authorized funding for our publicly announced open-market share purchase program for acquiring Accenture plc Class A ordinary shares and for purchases and redemptions of Accenture plc Class A ordinary shares, Accenture SCA Class I common shares and Accenture Canada Holdings Inc. exchangeable shares held by our current and former senior executivesmembers of Accenture Leadership and their permitted transferees. As of August 31, 2011,2013, our aggregate available authorization was $1,042$1,964 million for our publicly announced open-market share purchase and these other share purchase programs.

Our share purchase activity during fiscal 20112013 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 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            
  

 

 

   

 

 

   

 

 

   

 

 

 

Total(3)

   31,013,241    $1,600     11,744,554    $572  
  

 

 

   

 

 

   

 

 

   

 

 

 

 
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)26,547,155
 $1,997
 
 $
Other share purchase programs
 
 3,062,148
 218
Other purchases (2)4,750,122
 330
 
 
Total31,297,277
 $2,326
 3,062,148
 $218
 _______________
(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 2011,2013, as authorized under our various employee equity share plans, we 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 our aggregate available authorization for our publicly announced open-market share purchase and the other share purchase programs.

(3)

MayAmounts in table may not total due to rounding.

We intend to continue to use a significant portion of cash generated from operations for share repurchases during fiscal 2012.2014. The number of shares ultimately repurchased under our open-market share purchase program may vary depending on numerous factors, including, without limitation, share price and other market conditions, our ongoing capital allocation planning, the levels of cash and debt balances, other demands for cash, such as acquisition activity, general economic and/or business conditions, and board and management discretion. Additionally, as these factors may change over the course of the year, the amount of share repurchase activity during any particular period cannot be predicted and may fluctuate from time to time. Share repurchases may be made from time to time through open-market purchases, in respect of purchases and redemptions of Accenture SCA Class I common shares and Accenture Canada Holdings Inc. exchangeable shares, through the use of Rule 10b5-1 plans and/or by other means. The repurchase program may be accelerated, suspended, delayed or discontinued at any time, without notice.

Other Share Redemptions

During fiscal 2011,2013, we issued 6,837,07011,019,187 Accenture plc Class A ordinary shares upon redemptions of an equivalent number of Accenture SCA Class I common shares pursuant to our registration statement on Form S-3 (the “registration statement”). The registration statement allows us, at our option, to issue freely tradable Accenture plc Class A ordinary shares in lieu of cash upon redemptions of Accenture SCA Class I common shares held by senior executives,current and former executivesmembers of Accenture Leadership and their permitted transferees.

Subsequent Developments

On September 26, 2011,25, 2013, the Board of Directors of Accenture plc declared a semi-annual cash dividend of $0.675$0.93 per share on our Class A ordinary shares for shareholders of record at the close of business on October 14, 2011.11, 2013. Accenture plc will cause Accenture SCA to declare a semi-annual cash dividend of $0.675$0.93 per share on its Class I common shares for shareholders of record at the close of business on October 11, 2011.8, 2013. Both dividends are payable on November 15, 2011.

2013.

On September 26, 2011,25, 2013, the Board of Directors of Accenture plc approved $5.0 billion in additional share repurchase authority bringing Accenture’s total outstanding authority to approximately $6.0$6.96 billion.



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Obligations and Commitments

As of August 31, 2011,2013, we had the following obligations and commitments to make future payments under contracts, contractual obligations and commercial commitments:

    Payments due by period 

Contractual Cash Obligations(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  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $2,200    $555    $660    $361    $625  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

  
 Payments due by period
Contractual Cash Obligations (1) Total Less than
1 year
 1-3 years 3-5 years More than
5 years
  (in millions of U.S. dollars)
Long-term debt $32
 $
 $2
 $6
 $25
Operating leases 2,160
 455
 649
 383
 675
Retirement obligations (2) 111
 12
 23
 23
 54
Purchase obligations and other commitments (3) 231
 171
 53
 5
 2
Total $2,534
 $637
 $726
 $416
 $755
 _______________
(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, 2011, the remaining liability for reorganization costs was $307 million, of which $295 million was classified as Other accrued liabilities because expirations of statutes of limitations or other final determinations could occur within 12 months. The reorganization liabilities have 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. Timing of the resolution of tax audits or the initiation of additional litigation and/or criminal tax proceedings may delay final resolution. Final settlement will result in a payment on a final settlement and/or recording a reorganization cost or benefit in our Consolidated Income Statement. 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.”

(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)

(3)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.

(5)

May

(4)Amounts in table may not total due to rounding.

Off-Balance Sheet Arrangements

In the normal course of business and in conjunction with some client engagements, we have entered into contractual arrangements through which we may be obligated to indemnify clients with respect to certain matters. These arrangements with clients can include provisions whereby we have joint and several liability in relation to the performance of certain contractual obligations along with third parties also providing services and products for a specific project. In addition, our consulting arrangements may include warranty provisions that our solutions will substantially operate in accordance with the applicable system requirements. Indemnification provisions are also included in arrangements under which we agree to hold the indemnified party harmless with respect to third party claims related to such matters as title to assets sold or licensed or certain intellectual property rights.

Typically, we have contractual recourse against third parties for certain payments made by us in connection with arrangements where third party nonperformance has given rise to the client’s claim. Payments by us under any of the arrangements described above are generally conditioned on the client making a claim which may be disputed by us typically under dispute resolution procedures specified in the particular arrangement. The limitations of liability under these arrangements may be expressly limited or may not be expressly specified in terms of time and/or amount.

For arrangements with unspecified limitations, we cannot reasonably estimate the aggregate maximum potential liability, as it is inherently difficult to predict the maximum potential amount of such payments, due to the conditional nature and unique facts of each particular arrangement.

To date, we have not been required to make any significant payment under any of the arrangements described above. For further discussion of these transactions, see Note 15 (Commitments and Contingencies) to our Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”



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Recently Adopted Accounting Pronouncements

In September 2010,August 2013, we early adopted guidance issued by the Financial Accounting Standards Board (“FASB”) which requires enhanced disclosures in the notes to the consolidated financial statements to present separately, by item, reclassifications out of accumulated other comprehensive income (loss). The early adoption of this guidance did not have a material impact on revenue recognitionour Consolidated Financial Statements. For additional information related to the reclassifications out of accumulated other comprehensive income (loss), see Note 4 (Accumulated Other Comprehensive Loss) to our Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”
In September 2012, we adopted guidance issued by the FASB which requires companies to present net income and other comprehensive income in either one continuous statement or in two separate but consecutive statements. The adoption of this guidance resulted in a change in the presentation of the components of comprehensive income, which are now presented in the Consolidated Statements of Comprehensive Income rather than in the Consolidated Shareholders’ Equity Statements, under Item 8, “Financial Statements and Supplementary Data.”
In September 2011, the FASB issued guidance on testing goodwill for impairment. The new guidance provides an entity the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity determines that this is the case, it is required to perform the prescribed two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment to be recognized for that reporting unit (if any). If an entity determines that the fair value of a reporting unit is greater than its carrying amount, the two-step goodwill impairment test is not required. We adopted this new guidance for arrangements with multiple deliverables. The guidance eliminates the residual method of allocation in previous guidance; requires that arrangement considerations be allocated at the inception of the arrangement to all deliverables using 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.our fiscal 2013 annual goodwill impairment test. The adoption of this guidance did not have a material impact on our Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”

New Accounting Pronouncement
In December 2011, the FASB issued guidance requiring enhanced disclosures about certain financial instruments and derivative instruments that are offset in the Consolidated Balance Sheet or that are subject to enforceable master netting arrangements. The new guidance requires the disclosure of the gross amounts subject to rights of offset, amounts offset and the related net exposure. The new guidance will be effective for Accenture beginning in the first quarter of fiscal 2014, at which time we will include the required disclosures.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

All of our market risk sensitive instruments were entered into for purposes other than trading.

Foreign Currency Risk

We are exposed to foreign currency risk in the ordinary course of business. We hedge material cash flow exposures when feasible using forward contracts. These instruments are subject to fluctuations in foreign currency exchange rates and credit risk. Credit risk is managed through careful selection and ongoing evaluation of the financial institutions utilized as counterparties.

Certain of these hedge positions are undesignated hedges of balance sheet exposures such as intercompany loans and typically have maturities of less than one year. These hedges—primarily U.S. dollar/Euro, U.S. dollar/Indian rupee, U.S. dollar/Australian dollar, U.S. dollar/Singapore dollar, U.S. dollar/Japanese yen, U.S. dollar/Swiss franc, U.S. dollar/Japanese yen, U.S. dollar/Australian dollar, U.S. dollar/Euro, U.S. dollar/Philippine peso U.S. dollar/Singapore dollar 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.

For additional information, see Note 7 (Derivative Financial Instruments) to our Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”

For designated cash flow hedges, gains and losses currently recorded in Accumulated Other Comprehensive Lossother comprehensive loss will be reclassified into earnings at the time when certain anticipated intercompany charges are accrued as Cost of Services.services. As of August 31, 2011,2013, it was anticipated that $9$177 million of the net gains,losses, net of tax currently recorded in Accumulated Other Comprehensive Lossother comprehensive loss will be reclassified into Cost of Servicesservices within the next 12 months.


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We use sensitivity analysis to determine the effects that market foreign currency exchange rate fluctuations may have on the fair value of our hedge portfolio. The sensitivity of the hedge portfolio is computed based on the market value of future cash flows as affected by changes in exchange rates. This sensitivity analysis represents the hypothetical changes in value of the hedge position and does not reflect the offsetting gain or loss on the underlying exposure. A 10% change in the levels of foreign currency exchange rates against the U.S. dollar (or other base currency of the hedge if not a U.S. dollar hedge) with all other variables held constant would have resulted in a change in the fair value of our hedge instruments of approximately $358$309 million and $218$402 million as of August 31, 20112013 and 2010,2012, respectively.


Interest Rate Risk

The interest rate risk associated with our borrowing and investing activities as of August 31, 20112013 is not material in relation to our consolidated financial position, results of operations or cash flows. While we may do so in the future, we have not used derivative financial instruments to alter the interest rate characteristics of our investment holdings or debt instruments.

Equity Price Risk

The equity price risk associated with our marketable equity securities that are subject to market price volatility is not material in relation to our consolidated financial position, results of operations or cash flows.

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See the Index to Consolidated Financial Statements and financial statements commencing on page F-1.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.CONTROLS AND PROCEDURES

(a)

ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures

An evaluation was performed under the supervision and

Our management, with the participation of our management, including our principal executive officer and our principal financial officer, ofhas evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Based on that evaluation, the principal executive officer and the principal financial officer of Accenture plc have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures arewere effective at the reasonable assurance level.

(b)

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that:

(i)
i.

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

(ii)
ii.

provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with the authorizationauthorizations of management and/orand our Board of Directors; and

(iii)
iii.

provide reasonable assurance regarding the prevention or timely detection of any unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on its evaluation, our management concluded that our internal control over financial reporting was effective as of the end of the periodfiscal year covered by this Annual Report on Form 10-K.


51

Table of Contents

KPMG LLP, an independent registered public accounting firm, has audited the Consolidated Financial Statements included in this Annual Report on Form 10-K and, as part of their audit, has issued its attestation report, included herein, on the effectiveness of our internal control over financial reporting. See “Report of Independent Registered Public Accounting Firm” on page F-2.

(c)

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during the fourth quarter of fiscal 20112013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION
None.


52


PART III


ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

There have been no material changes to the procedures by which security holders may recommend nominees to our Board of Directors from those described in the Proxy Statement for our Annual General Meeting of Shareholders filed with the SEC on December 20, 2010.

17, 2012.

Information about our executive officers is contained in the discussion entitled “Executive Officers of the Registrant” in Part I of this Form 10-K. The remaining information called for by Item 10 will be included in the sections captioned “Board and Corporate Governance Matters—Director Biographies,” “Board and Corporate Governance Matters—Board Meetings and Committees,” “Board and Corporate Governance Matters—Audit Committee” and “Section 16(a) Beneficial Ownership Reporting Compliance” included in the definitive proxy statement relating to the 20122014 Annual General Meeting of Shareholders of Accenture plc to be held on February 9, 2012January 30, 2014 and is incorporated herein by reference. Accenture plc will file such definitive proxy statement with the SEC pursuant to Regulation 14A withinnot later than 120 days after the end of the Company’s 20112013 fiscal year covered by this Form 10-K.


ITEM 11.EXECUTIVE COMPENSATION

The information called for by Item 11 will be included in the sections captioned “Compensation of Executive Officers and Directors,” “Compensation Committee Interlocks and Insider Participation” and “Reports of the Committees of the Board—Compensation Committee Report” included in the definitive proxy statement relating to the 20122014 Annual General Meeting of Shareholders of Accenture plc to be held on February 9, 2012January 30, 2014 and is incorporated herein by reference. Accenture plc will file such definitive proxy statement with the SEC pursuant to Regulation 14A withinnot later than 120 days after the end of the Company’s 20112013 fiscal year covered by this Form 10-K.


ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth, as of August 31, 2011,2013, certain information related to our compensation plans under which Accenture plc Class A ordinary shares may be issued.

Plan Category

  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)
 

Equity compensation plans approved by shareholders:

     

2001 Share Incentive Plan

   34,067,654(1)  $23.926     0  

2010 Share Incentive Plan

   11,732,025(2)   43.597     36,503,998  

2001 Employee Share Purchase Plan

       N/A     0  

2010 Employee Share Purchase Plan

       N/A     35,893,216  

Equity compensation plans not approved by shareholders

       N/A     0  
  

 

 

    

 

 

 

Total

   45,799,679      72,397,214  
  

 

 

    

 

 

 

Plan Category 
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)
Equity compensation plans approved by shareholders:       
2001 Share Incentive Plan 12,515,653
(1) $25.115
 
Amended and Restated 2010 Share Incentive Plan 24,428,576
(2) 42.699
 37,517,583
2010 Employee Share Purchase Plan 
  N/A
 21,570,401
Equity compensation plans not approved by shareholders 
  N/A
 
Total 36,944,229
    59,087,984
_______________
(1)

Consists of 8,080,2623,701,734 stock options with a weighted average exercise price of $23.926$25.115 per share and 25,987,3928,813,919 restricted share units.

(2)

Consists of 15,20112,675 stock options with a weighted average exercise price of $43.597$42.699 per share and 11,716,82424,415,901 restricted share units.

The remaining information called for by Item 12 will be included in the sections captioned “Beneficial Ownership of Directors and Executive Officers” and “Beneficial Ownership of More Than Five Percent of Any Class of Voting Securities” included in the definitive proxy statement relating to the 20122014 Annual General Meeting of Shareholders of Accenture plc to be held on February 9, 2012January 30, 2014 and is incorporated herein by reference. Accenture plc will file such definitive proxy statement with the SEC pursuant to Regulation 14A withinnot later than 120 days after the end of the Company’s 20112013 fiscal year covered by this Form 10-K.


53


ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information called for by Item 13 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 20122014 Annual General Meeting of Shareholders of Accenture plc to be held on February 9, 2012January 30, 2014 and is incorporated herein by reference. Accenture plc will file such definitive proxy statement with the SEC pursuant to Regulation 14A withinnot later than 120 days after the end of the Company’s 20112013 fiscal year covered by this Form 10-K.

ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES

The information called for by Item 14 will be included in the sections captioned “Independent Auditors’Auditor’s Fees” included in the definitive proxy statement relating to the 20122014 Annual General Meeting of Shareholders of Accenture plc to be held on February 9, 2012January 30, 2014 and is incorporated herein by reference. Accenture plc will file such definitive proxy statement with the SEC pursuant to Regulation 14A withinnot later than 120 days after the end of the Company’s 20112013 fiscal year covered by this Form 10-K.



54


PART IV


ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) List of documents filed as part of this report:

1.    Financial Statements as of August 31, 20112013 and August 31, 20102012 and for the three years ended August 31, 2011—2013Included in Part II of this Form 10-K:

Consolidated Balance Sheets

Consolidated Income Statements

Consolidated Statements of Comprehensive Income
Consolidated Shareholders’ Equity and Comprehensive Income Statements

Consolidated Cash Flows Statements

Notes to Consolidated Financial Statements

2.    Financial Statement Schedules:

None

3.    Exhibit Index:

Exhibit
Number

  

Exhibit

3.1  

Memorandum and Articles of Association of Accenture plc (incorporated by reference to Exhibit 3.1 to Accenture plc’s 8-K12B8-K filed on September 1, 2009 (the “8-K12B”))

February 9, 2012)
3.2  

Certificate of Incorporation of Accenture plc (incorporated by reference to Exhibit 3.2 to the 8-K12B)

Accenture plc’s 8-K12B filed on September 1, 2009 (the “8-K12B”))
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. # 001-16565)(the “February 28, 2005 10-Q”)

)
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. # 333-59194) filed on April 19, 2001 (the “April 19, 2001 Form S-1”))

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. # 333-59194) filed on July 12, 2001)

10.6*  

Amended and Restated 2010 Share Incentive Plan (incorporated by reference to Exhibit 10 to Accenture plc’s 8-K filed on February 6, 2013)

10.7*2010 Employee Share Purchase Plan (incorporated by reference to Annex AB 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)

2009)
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)

Exhibit
Number

Exhibit

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. # 333-59194) filed on July 2, 2001 (the “July 2, 2001 Form S-1/A”))

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* 

Employment Agreement between Accenture SAS and Pierre Nanterme dated as of June 20, 2013 (incorporated by reference to Exhibit 10.2 to the May 31, 2013 10-Q)

10.15*Form of Employment Agreement of Messrs. Campbell, Green and Rohleder and Ms. Craigexecutive officers in the United States (incorporated by reference to Exhibit 10.1010.3 to the Accenture Ltd Registration Statement on Form S-1/A (File No. #333-59194) filed on June 8, 2001 (the “June 8, 2001 S-1/A”))

February 28, 2013 10-Q)


55

Table of Contents

10.15*
10.16* 

Form of Employment Agreement of Mark Fosterexecutive officers in the United Kingdom (filed herewith)

10.17*Addendum to Employment Agreement between Accenture LLP and Pamela Craig dated as of December 1, 2012 (incorporated by reference to Exhibit 10.1110.4 to the August 31, 2008 10-K)

February 28, 2013 10-Q)
10.1610.18* 

Letter Agreement between Accenture plc and Pamela Craig dated as of August 26, 2013 (filed herewith)

10.19*Employment Agreement between Accenture LLP and William D. Green dated as of December 1, 2012 (incorporated by reference to Exhibit 10.5 to the February 28, 2013 10-Q)
10.20Form of Articles of Association of Accenture Canada Holdings Inc. (incorporated by reference to Exhibit 10.11 to the July 2, 2001 Form S-1/A)

10.1710.21 

Articles of Amendment to Articles of Association of Accenture Canada Holdings Inc. (filed herewith)

10.22Form 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)

10.1810.23  

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*10.24*  

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. # 001-16565))

10.20*10.25* 

Form of Key Executive Performance-Based Award Restricted Share Unit Agreement pursuant to Accenture plc 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.6 to the February 28, 2013 10-Q)

10.26*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)
10.27*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*10.28* 

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”))

10.29*Form of Key Executive Performance-Based Award Restricted Share Unit Agreement in France pursuant to Accenture Ltd 2001 Share Incentive Plan (incorporated by reference to Exhibit 10.23 to the August 31, 2012 10-K)
10.30*Form of Key Executive Performance-Based Award Restricted Share Unit Agreement in France pursuant to Accenture Ltd 2001 Share Incentive Plan (incorporated by reference to Exhibit 10.24 to the August 31, 2012 10-K)
10.31*Form of Senior Officer Performance Equity Award Restricted Share Unit Agreement pursuant to Accenture plc 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.7 to the February 28, 2013 10-Q)
10.32*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)
10.33*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*10.34* 

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)

10.35*Form of Senior Officer Performance Equity Award Restricted Share Unit Agreement in France pursuant to Accenture Ltd 2001 Share Incentive Plan (incorporated by reference to Exhibit 10.28 to the August 31, 2012 10-K)
10.36*Form of Senior Officer Performance Equity Award Restricted Share Unit Agreement in France pursuant to Accenture Ltd 2001 Share Incentive Plan (incorporated by reference to Exhibit 10.29 to the August 31, 2012 10-K)
10.37*Form of Accenture Leadership Performance Equity Award Restricted Share Unit Agreement pursuant to Accenture plc 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.8 to the February 28, 2013 10-Q)
10.38*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)
10.39*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*10.40* 

Form of Senior Executive Performance Equity Award Restricted Share Unit Agreement in France pursuant to Accenture plc 2001 Share Incentive Plan (incorporated by reference to Exhibit 10.32 to the August 31, 2012 10-K)

10.41*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 10.9 to the February 28, 2013 10-Q)
10.42*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)

56

Table of Contents

10.43*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*10.44* 

Form of Bonus Restricted Share Unit Agreement pursuant to Accenture Ltd 2001 Share Incentive Plan (incorporated by reference to Exhibit 10.35 to the August 31, 2012 10-K)

10.45*Form of Restricted Share Unit Agreement for director grants pursuant to Accenture plc 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.10 to the February 28, 2013 10-Q)
10.46*Form of Restricted Share Unit Agreement for director grants pursuant to Accenture plc 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.6 to the February 29, 2012 10-Q)
10.47*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*10.48* 

CEO Award Restricted Share Unit Agreement pursuant to the Accenture Ltd 2001 Share IncentiveLLP Leadership Separation Benefits Plan (incorporated by reference to Exhibit 10.2 to the February 28, 2009 10-Q)

(filed herewith)
10.26*10.49*  

Description of Global Annual Bonus Plan (incorporated by reference to Exhibit 10.1 to the February 28, 2006 10-Q)

(filed herewith)
10.27*10.50*  

Form of Indemnification Agreement, between Accenture International Sàrl and the indemnitee party thereto (incorporated by reference to Exhibit 10.5 to the 8-K12B)

Exhibit
Number

Exhibit

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)

31.2  

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

32.1  

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed(furnished herewith)

32.2  

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed(furnished herewith)

99.1  

Accenture plc 2010 Employee Share Purchase Plan Financial Statements (filed herewith)

101  

The following financial information from Accenture plc’s Annual Report on Form 10-K for the fiscal year ended August 31, 2011,2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of August 31, 20112013 and August 31, 2010,2012, (ii) Consolidated Income Statements for the years ended August 31, 2011, 20102013, 2012 and 2009,2011, (iii) Consolidated Shareholders’ Equity andStatements of Comprehensive Income Statements for the years ended August 31, 2013, 2012 and 2011, 2010(iv) Consolidated Shareholders’ Equity Statement for the years ended August 31, 2013, 2012 and 2009, (iv)2011, (v) Consolidated Cash Flows Statements for the years ended August 31, 2013, 2012 and 2011, 2010 and 2009, and (v)(vi) the Notes to Consolidated Financial Statements

(*)

Indicates management contract or compensatory plan or arrangement.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs of the date they were made or at any other time.



57



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf on October 21, 201129, 2013 by the undersigned, thereunto duly authorized.

ACCENTUREPLC

By:

ACCENTURE PLC
 

By:

/s/    PIERRE NANTERME

Name: Pierre Nanterme

Title: Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Pierre Nanterme, Pamela J. CraigDavid P. Rowland and Julie Spellman Sweet, and each of them, as his or her true and lawful attorneys-in-fact and agents, with power to act with or without the others and with full power of substitution and resubstitution, to do any and all acts and things and to execute any and all instruments which said attorneys and agents and each of them may deem necessary or desirable to enable the registrant to comply with the U.S. Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the U.S. Securities and Exchange Commission thereunder in connection with the registrant’s Annual Report on Form 10-K for the fiscal year ended August 31, 20112013 (the “Annual Report”), including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of the registrant and the name of the undersigned, individually and in his or her capacity as a director or officer of the registrant, to the Annual Report as filed with the U.S. Securities and Exchange Commission, to any and all amendments thereto, and to any and all instruments or documents filed as part thereof or in connection therewith; and each of the undersigned hereby ratifies and confirms all that said attorneys and agents and each of them shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on October 21, 201129, 2013 by the following persons on behalf of the registrant and in the capacities indicated.

Signature

  

Title

/s/    PIERRE NANTERME

Pierre Nanterme

  

Chief Executive Officer, and Director

(principal executive officer)

/s/    PAMELA J. CRAIG

Pamela J. Craig

Chief Financial Officer

(principal financial officer)

/s/    ANTHONY G. COUGHLAN

Anthony G. Coughlan

Chief Accounting Officer

(principal accounting officer)

/s/    WILLIAM D. GREEN

William D. Green

Chairman of the Board and Director
Pierre Nanterme(principal executive officer)

/s/    DINA DUBLON

Dina DublonAVID

 P. ROWLAND
Chief Financial Officer
David P. Rowland(principal financial officer)
/s/    RICHARD P. CLARK
Chief Accounting Officer
Richard P. Clark(principal accounting officer)
/s/    JAIME ARDILA
  Director
Jaime Ardila
/s/    DINA DUBLON
Director
Dina Dublon


58

Table of Contents

Signature

Title

/s/    CHARLES GIANCARLO

Charles Giancarlo

  Director
Charles Giancarlo

/s/    DENNIS F. HIGHTOWERN

Dennis F. HightowerOBUYUKI

 IDEI
  Director
Nobuyuki Idei

/s/    NOBUYUKI IDEIW

Nobuyuki IdeiILLIAM

 L. KIMSEY
  Director

/s/    WILLIAM L. KIMSEY

William L. Kimsey

/s/    R

OBERT I. LIPP
  Director

/s/    ROBERT I. LIPP

Robert I. Lipp

/s/    M

ARJORIE MAGNER
  Director
Marjorie Magner

/s/    BLYTHE J. MARJORIE MAGNER

Marjorie MagnerC

GARVIE
  Director

/s/    BLYTHE J. MCGARVIE

Blythe J. McGarvie

/s/    S

IR MARK MOODY-STUART
  Director

/s/    SIR MARK MOODY-STUART

Sir Mark Moody-Stuart

/s/    G

ILLES C. PÉLISSON
  Director
Gilles C. Pélisson

/s/    WULFVON SCHIMMELMANN

Wulf von Schimmelmann

  Director
Wulf von Schimmelmann



59

Table of Contents

EXHIBIT INDEX

Exhibit
Number

  

Exhibit

3.1

  

Memorandum and Articles of Association of Accenture plc (incorporated by reference to Exhibit 3.1 to Accenture plc’s 8-K12B8-K filed on September 1, 2009 (the “8-K12B”))

February 9, 2012)

3.2

  

Certificate of Incorporation of Accenture plc (incorporated by reference to Exhibit 3.2 to the 8-K12B)

Accenture plc’s 8-K12B filed on September 1, 2009 (the “8-K12B”))

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. # 001-16565)(the “February 28, 2005 10-Q”)

)

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. # 333-59194) filed on April 19, 2001 (the “April 19, 2001 Form S-1”))

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. # 333-59194) filed on July 12, 2001)

10.6*

  

Amended and Restated 2010 Share Incentive Plan (incorporated by reference to Exhibit 10 to Accenture plc’s 8-K filed on February 6, 2013)

10.7*2010 Employee Share Purchase Plan (incorporated by reference to Annex AB of Accenture plc’s definitive Proxy Statement on Schedule 14A filed on December 21, 2009 (the “2009 Proxy Statement”))

2009)

10.7*

10.8
  

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. # 333-59194) filed on July 2, 2001 (the “July 2, 2001 Form S-1/A”))

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*

  

Employment Agreement between Accenture SAS and Pierre Nanterme dated as of June 20, 2013 (incorporated by reference to Exhibit 10.2 to the May 31, 2013 10-Q)

10.15*Form of Employment Agreement of Messrs. Campbell, Green and Rohleder and Ms. Craigexecutive officers in the United States (incorporated by reference to Exhibit 10.1010.3 to the Accenture Ltd Registration Statement on Form S-1/A (File No. #333-59194) filed on June 8, 2001 (the “June 8, 2001 S-1/A”))

February 28, 2013 10-Q)

10.15*

10.16*
 

Form of Employment Agreement of Mark Fosterexecutive officers in the United Kingdom (filed herewith)

10.17*Addendum to Employment Agreement between Accenture LLP and Pamela Craig dated as of December 1, 2012 (incorporated by reference to Exhibit 10.1110.4 to the August 31, 2008 10-K)

February 28, 2013 10-Q)

10.16

10.18*
 

Letter Agreement between Accenture plc and Pamela Craig dated as of August 26, 2013 (filed herewith)

10.19*Employment Agreement between Accenture LLP and William D. Green dated as of December 1, 2012 (incorporated by reference to Exhibit 10.5 to the February 28, 2013 10-Q)
10.20Form 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)

Exhibit
Number

10.21
 

Exhibit

Articles of Amendment to Articles of Association of Accenture Canada Holdings Inc. (filed herewith)

10.17

10.22
  

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

10.23
  

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)


60

Table of Contents

10.19*

10.24*  

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. # 001-16565))

10.20*

10.25*
 

Form of Key Executive Performance-Based Award Restricted Share Unit Agreement pursuant to Accenture plc 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.6 to the February 28, 2013 10-Q)

10.26*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)
10.27*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*

10.28*
 

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”))

10.29*Form of Key Executive Performance-Based Award Restricted Share Unit Agreement in France pursuant to Accenture Ltd 2001 Share Incentive Plan (incorporated by reference to Exhibit 10.23 to the August 31, 2012 10-K)
10.30*Form of Key Executive Performance-Based Award Restricted Share Unit Agreement in France pursuant to Accenture Ltd 2001 Share Incentive Plan (incorporated by reference to Exhibit 10.24 to the August 31, 2012 10-K)
10.31*Form of Senior Officer Performance Equity Award Restricted Share Unit Agreement pursuant to Accenture plc 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.7 to the February 28, 2013 10-Q)
10.32*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)
10.33*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*

10.34*
 

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)

10.35*Form of Senior Officer Performance Equity Award Restricted Share Unit Agreement in France pursuant to Accenture Ltd 2001 Share Incentive Plan (incorporated by reference to Exhibit 10.28 to the August 31, 2012 10-K)
10.36*Form of Senior Officer Performance Equity Award Restricted Share Unit Agreement in France pursuant to Accenture Ltd 2001 Share Incentive Plan (incorporated by reference to Exhibit 10.29 to the August 31, 2012 10-K)
10.37*Form of Accenture Leadership Performance Equity Award Restricted Share Unit Agreement pursuant to Accenture plc 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.8 to the February 28, 2013 10-Q)
10.38*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)
10.39*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*

10.40*
 

Form of Senior Executive Performance Equity Award Restricted Share Unit Agreement in France pursuant to Accenture plc 2001 Share Incentive Plan (incorporated by reference to Exhibit 10.32 to the August 31, 2012 10-K)

10.41*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 10.9 to the February 28, 2013 10-Q)
10.42*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)
10.43*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*

10.44*
 

Form of Bonus Restricted Share Unit Agreement pursuant to Accenture Ltd 2001 Share Incentive Plan (incorporated by reference to Exhibit 10.35 to the August 31, 2012 10-K)

10.45*Form of Restricted Share Unit Agreement for director grants pursuant to Accenture plc 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.10 to the February 28, 2013 10-Q)
10.46*Form of Restricted Share Unit Agreement for director grants pursuant to Accenture plc 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.6 to the February 29, 2012 10-Q)
10.47*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*

10.48*
 

CEO Award Restricted Share Unit Agreement pursuant to the Accenture Ltd 2001 Share IncentiveLLP Leadership Separation Benefits Plan (incorporated by reference to Exhibit 10.2 to the February 28, 2009 10-Q)

(filed herewith)

10.26*

10.49*
  

Description of Global Annual Bonus Plan (incorporated by reference to Exhibit 10.1 to the February 28, 2006 10-Q)

(filed herewith)

10.27*

10.50*
  

Form of Indemnification Agreement, between Accenture International Sàrl and the indemnitee party thereto (incorporated by reference to Exhibit 10.5 to the 8-K12B)


61

Table of Contents

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)

31.2  

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

32.1  

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed(furnished herewith)

32.2  

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed(furnished herewith)

99.1  

Accenture plc 2010 Employee Share Purchase Plan Financial Statements (filed herewith)

Exhibit
Number

Exhibit

101  

The following financial information from Accenture plc’s Annual Report on Form 10-K for the fiscal year ended August 31, 2011,2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of August 31, 20112013 and August 31, 2010,2012, (ii) Consolidated Income Statements for the years ended August 31, 2011, 20102013, 2012 and 2009,2011, (iii) Consolidated Shareholders’ Equity andStatements of Comprehensive Income Statements for the years ended August 31, 2013, 2012 and 2011, 2010(iv) Consolidated Shareholders’ Equity Statement for the years ended August 31, 2013, 2012 and 2009, (iv)2011, (v) Consolidated Cash Flows Statements for the years ended August 31, 2013, 2012 and 2011, 2010 and 2009, and (v)(vi) the Notes to Consolidated Financial Statements

(*)

Indicates management contract or compensatory plan or arrangement.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs of the date they were made or at any other time.


62


ACCENTURE PLC

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

  Page
  Page

  

Consolidated Financial Statements as of August 31, 20112013 and 20102012 and for the three years ended August 31, 2011, 20102013, 2012 and 2009:

2011:
  

  

  
F-4 

  F-5

  

  


F- 1


Report of Independent Registered Public Accounting Firm


The Board of Directors and Shareholders

Accenture plc:plc

:

We have audited the accompanying Consolidated Balance Sheets of Accenture plc and its subsidiaries as of August 31, 20112013 and 2010,2012, and the related Consolidated Income Statements, Consolidated Statements of Comprehensive Income, Consolidated Shareholders’ Equity Statements, and Comprehensive Income, andConsolidated Cash Flows Statements for each of the years in the three-year period ended August 31, 2011.2013. We also have audited Accenture plc’s internal control over financial reporting as of August 31, 2011,2013, 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.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Accenture plc and its subsidiaries as of August 31, 20112013 and 2010,2012, and the results of their operations and their cash flows for each of the years in the three-year period ended August 31, 2011,2013, 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, 2011,2013, 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.

/s/ KPMG LLP

Chicago, Illinois

October 21, 2011

29, 2013





F- 2


ACCENTURE PLC

CONSOLIDATED BALANCE SHEETS

August 31, 20112013 and 20102012

(In thousands of U.S. dollars, except share and per share amounts)

   August 31,
2011
  August 31,
2010
 

ASSETS

   

CURRENT ASSETS:

   

Cash and cash equivalents

  $5,701,078   $4,838,292  

Short-term investments

   4,929    2,987  

Receivables from clients, net

   3,236,059    2,534,598  

Unbilled services, net

   1,385,733    1,127,827  

Deferred income taxes, net

   556,160    569,678  

Other current assets

   587,224    490,243  
  

 

 

  

 

 

 

Total current assets

   11,471,183    9,563,625  
  

 

 

  

 

 

 

NON-CURRENT ASSETS:

   

Unbilled services, net

   49,192    54,310  

Investments

   40,365    41,023  

Property and equipment, net

   785,231    659,569  

Goodwill

   1,131,991    841,234  

Deferred contract costs

   559,794    518,780  

Deferred income taxes, net

   756,079    532,191  

Other non-current assets

   937,675    624,521  
  

 

 

  

 

 

 

Total non-current assets

   4,260,327    3,271,628  
  

 

 

  

 

 

 

TOTAL ASSETS

  $15,731,510   $12,835,253  
  

 

 

  

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

   

CURRENT LIABILITIES:

   

Current portion of long-term debt and bank borrowings

  $4,419   $143  

Accounts payable

   949,250    885,328  

Deferred revenues

   2,219,270    1,772,833  

Accrued payroll and related benefits

   3,259,252    2,683,492  

Accrued consumption taxes

   348,540    263,612  

Income taxes payable

   238,003    247,416  

Deferred income taxes, net

   32,647    43,287  

Other accrued liabilities

   855,208    671,493  
  

 

 

  

 

 

 

Total current liabilities

   7,906,589    6,567,604  
  

 

 

  

 

 

 

NON-CURRENT LIABILITIES:

   

Long-term debt

       1,445  

Deferred revenues relating to contract costs

   553,440    497,102  

Retirement obligation

   995,695    952,747  

Deferred income taxes, net

   72,257    67,976  

Income taxes payable

   1,619,076    1,246,960  

Other non-current liabilities

   233,581    226,696  
  

 

 

  

 

 

 

Total non-current liabilities

   3,474,049    2,992,926  
  

 

 

  

 

 

 

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

   57    57  

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

   16    16  

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

   1    1  

Restricted share units

   784,277    973,889  

Additional paid-in capital

   525,037    137,883  

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

   (3,577,574  (2,524,137

Retained earnings

   6,281,517    4,634,329  

Accumulated other comprehensive loss

   (134,380  (386,292
  

 

 

  

 

 

 

Total Accenture plc shareholders’ equity

   3,878,951    2,835,746  

Noncontrolling interests

   471,921    438,977  
  

 

 

  

 

 

 

Total shareholders’ equity

   4,350,872    3,274,723  
  

 

 

  

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

  $15,731,510   $12,835,253  
  

 

 

  

 

 

 

 August 31,
2013
 August 31,
2012
ASSETS   
CURRENT ASSETS:   
Cash and cash equivalents$5,631,885
 $6,640,526
Short-term investments2,525
 2,261
Receivables from clients, net3,333,126
 3,080,877
Unbilled services, net1,513,448
 1,399,834
Deferred income taxes, net794,917
 685,732
Other current assets568,277
 778,701
Total current assets11,844,178
 12,587,931
NON-CURRENT ASSETS:   
Unbilled services, net18,447
 12,151
Investments43,631
 28,180
Property and equipment, net779,675
 779,494
Goodwill1,818,586
 1,215,383
Deferred contract costs554,747
 537,943
Deferred income taxes, net1,018,567
 808,765
Other non-current assets789,218
 695,568
Total non-current assets5,022,871
 4,077,484
TOTAL ASSETS$16,867,049
 $16,665,415
LIABILITIES AND SHAREHOLDERS’ EQUITY   
CURRENT LIABILITIES:   
Current portion of long-term debt and bank borrowings$
 $11
Accounts payable961,851
 903,847
Deferred revenues2,230,615
 2,275,052
Accrued payroll and related benefits3,460,393
 3,428,838
Accrued consumption taxes308,655
 317,622
Income taxes payable266,593
 253,527
Deferred income taxes, net24,031
 21,916
Other accrued liabilities908,852
 908,392
Total current liabilities8,160,990
 8,109,205
NON-CURRENT LIABILITIES:   
Long-term debt25,600
 22
Deferred revenues relating to contract costs517,397
 553,764
Retirement obligation872,761
 1,352,266
Deferred income taxes, net174,818
 105,544
Income taxes payable1,224,251
 1,597,590
Other non-current liabilities463,403
 322,596
Total non-current liabilities3,278,230
 3,931,782
COMMITMENTS AND CONTINGENCIES
 
SHAREHOLDERS’ EQUITY:   
Ordinary shares, par value 1.00 euros per share, 40,000 shares authorized and issued as of August 31, 2013 and August 31, 201257
 57
Class A ordinary shares, par value $0.0000225 per share, 20,000,000,000 shares authorized, 771,301,885 and 745,749,177 shares issued as of August 31, 2013 and August 31, 2012, respectively17
 16
Class X ordinary shares, par value $0.0000225 per share, 1,000,000,000 shares authorized, 30,312,244 and 43,371,864 shares issued and outstanding as of August 31, 2013 and August 31, 2012, respectively1
 1
Restricted share units875,156
 863,714
Additional paid-in capital2,393,936
 1,341,576
Treasury shares, at cost: Ordinary, 40,000 shares as of August 31, 2013 and August 31, 2012; Class A ordinary, 135,258,733 and 112,370,409 shares as of August 31, 2013 and August 31, 2012, respectively(7,326,079) (5,285,625)
Retained earnings10,069,844
 7,904,242
Accumulated other comprehensive loss(1,052,746) (678,148)
Total Accenture plc shareholders’ equity4,960,186
 4,145,833
Noncontrolling interests467,643
 478,595
Total shareholders’ equity5,427,829
 4,624,428
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY$16,867,049
 $16,665,415
The accompanying Notes are an integral part of these Consolidated Financial Statements.


F- 3


ACCENTURE PLC

CONSOLIDATED INCOME STATEMENTS

For the Years Ended August 31, 2011, 20102013, 2012 and 20092011

(In thousands of U.S. dollars, except share and per share amounts)

   2011  2010  2009 

REVENUES:

    

Revenues before reimbursements (“Net revenues”)

  $25,507,036   $21,550,568   $21,576,850  

Reimbursements

   1,845,878    1,543,510    1,594,118  
  

 

 

  

 

 

  

 

 

 

Revenues

   27,352,914    23,094,078    23,170,968  

OPERATING EXPENSES:

    

Cost of services:

    

Cost of services before reimbursable expenses

   17,120,317    14,299,821    14,735,736  

Reimbursable expenses

   1,845,878    1,543,510    1,594,118  
  

 

 

  

 

 

  

 

 

 

Cost of services

   18,966,195    15,843,331    16,329,854  

Sales and marketing

   3,094,465    2,658,058    2,159,462  

General and administrative costs

   1,820,277    1,668,306    1,788,514  

Reorganization and restructuring costs, net

   1,520    9,538    249,273  
  

 

 

  

 

 

  

 

 

 

Total operating expenses

   23,882,457    20,179,233    20,527,103  
  

 

 

  

 

 

  

 

 

 

OPERATING INCOME

   3,470,457    2,914,845    2,643,865  

(Loss) gain on investments, net

   (1,086  (6  1,358  

Interest income

   41,083    29,931    49,922  

Interest expense

   (15,000  (14,677  (14,121

Other income (expense), net

   16,568    (15,724  (3,288
  

 

 

  

 

 

  

 

 

 

INCOME BEFORE INCOME TAXES

   3,512,022    2,914,369    2,677,736  

Provision for income taxes

   958,782    853,910    739,590  
  

 

 

  

 

 

  

 

 

 

NET INCOME

   2,553,240    2,060,459    1,938,146  

Net income attributable to noncontrolling interests in Accenture SCA and Accenture Canada Holdings Inc.

   (243,575  (257,636  (330,080

Net income attributable to noncontrolling interests – other

   (31,988  (22,167  (18,103
  

 

 

  

 

 

  

 

 

 

NET INCOME ATTRIBUTABLE TO ACCENTURE PLC

  $2,277,677   $1,780,656   $1,589,963  
  

 

 

  

 

 

  

 

 

 

Weighted average Class A ordinary shares:

    

Basic

   645,631,170    637,170,234    623,007,198  

Diluted

   742,184,540    766,578,978    786,891,344  

Earnings per Class A ordinary share:

    

Basic

  $3.53   $2.79   $2.55  

Diluted

  $3.40   $2.66   $2.44  

Cash dividends per share

  $0.90   $1.125   $0.50  


 2013 2012 2011
REVENUES:     
Revenues before reimbursements (“Net revenues”)$28,562,810
 $27,862,330
 $25,507,036
Reimbursements1,831,475
 1,915,655
 1,845,878
Revenues30,394,285
 29,777,985
 27,352,914
OPERATING EXPENSES:     
Cost of services:     
Cost of services before reimbursable expenses19,178,635
 18,874,629
 17,120,317
Reimbursable expenses1,831,475
 1,915,655
 1,845,878
Cost of services21,010,110
 20,790,284
 18,966,195
Sales and marketing3,481,891
 3,303,478
 3,094,465
General and administrative costs1,835,646
 1,810,984
 1,820,277
Reorganization (benefits) costs, net(272,042) 1,691
 1,520
Total operating expenses26,055,605
 25,906,437
 23,882,457
OPERATING INCOME4,338,680
 3,871,548
 3,470,457
Interest income32,893
 42,550
 41,083
Interest expense(14,035) (15,061) (15,000)
Other (expense) income, net(18,244) 5,137
 15,482
INCOME BEFORE INCOME TAXES4,339,294
 3,904,174
 3,512,022
Provision for income taxes784,775
 1,079,241
 958,782
NET INCOME3,554,519
 2,824,933
 2,553,240
Net income attributable to noncontrolling interests in
Accenture SCA and Accenture Canada Holdings Inc.
(234,398) (237,520) (243,575)
Net income attributable to noncontrolling interests – other(38,243) (33,903) (31,988)
NET INCOME ATTRIBUTABLE TO ACCENTURE PLC$3,281,878
 $2,553,510
 $2,277,677
Weighted average Class A ordinary shares:     
Basic645,536,995
 643,132,601
 645,631,170
Diluted712,763,616
 727,011,059
 743,211,312
Earnings per Class A ordinary share:     
Basic$5.08
 $3.97
 $3.53
Diluted$4.93
 $3.84
 $3.39
Cash dividends per share$1.62
 $1.35
 $0.90
The accompanying Notes are an integral part of these Consolidated Financial Statements.


F- 4


ACCENTURE PLC

CONSOLIDATED SHAREHOLDERS’ EQUITY ANDSTATEMENTS OF COMPREHENSIVE INCOME STATEMENTS

For the Years Ended August 31, 2011, 20102013, 2012 and 20092011

(In thousands of U.S. dollars and share amounts)

  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      

Balance as of August 31, 2008

 $       $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  

Adoption of FASB guidance on defined benefit plans

            (5,302  (286  (5,588   (5,588

Comprehensive income:

               

Net income

            1,589,963     1,589,963    348,183    1,938,146  

Other comprehensive loss:

               

Unrealized losses on cash flow hedges, net of tax and reclassification adjustments

             (21,956  (21,956      (21,956

Unrealized gains on marketable securities, net of reclassification adjustments

             443    443        443  

Foreign currency translation adjustments, net of tax

             (83,759  (83,759      (83,759

Defined benefit plans, net of tax

             (127,748  (127,748      (127,748
            

 

 

   

 

 

  

Other comprehensive loss

             (233,020      
             

 

 

   

 

 

 

Comprehensive income

              1,356,943     1,705,126  

Income tax benefit on share-based compensation plans

         16,831        16,831     16,831  

Purchases of Class A ordinary shares

     (3,158     42,404    (665,791  (21,649  (37,266   (660,653  (114,488  (775,141

Share-based compensation expense

        422,679    30,144        452,823     452,823  

Purchases/redemptions of Accenture SCA Class I common shares, Accenture Canada Holdings Inc. exchangeable shares and Class X ordinary shares

      (1  (28,412   (563,137    (357,553   (920,691  (159,552  (1,080,243

Issuances of Class A ordinary shares:

               

Employee share programs

     19,955      (396,296  425,153    316,077    13,800      344,934    59,776    404,710  

Upon redemption of Accenture SCA Class I common shares

     1,126                   

Dividends

        24,739       (332,440   (307,701  (70,745  (378,446

Other, net

         48,605      85,792     134,397    (107,568  26,829  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

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  

ACCENTURE PLC

CONSOLIDATED SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME STATEMENTS — (Continued)

For the Years Ended August 31, 2011, 2010 and 2009

(In thousands of U.S. dollars and share amounts)

  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      

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  

ACCENTURE PLC

CONSOLIDATED SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME STATEMENTS — (Continued)

For the Years Ended August 31, 2011, 2010 and 2009

(In thousands of U.S. dollars and share amounts)

  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      

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  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

dollars)


 2013 2012 2011
NET INCOME$3,554,519
 $2,824,933
 $2,553,240
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX:     
Foreign currency translation(258,391) (303,780) 192,408
Defined benefit plans77,338
 (189,222) 31,705
Cash flow hedges(193,539) (51,756) 28,014
Marketable securities(6) 990
 (215)
OTHER COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO ACCENTURE PLC(374,598) (543,768) 251,912
Other comprehensive (loss) income attributable to noncontrolling interests
(24,762) (48,603) 31,778
COMPREHENSIVE INCOME$3,155,159
 $2,232,562
 $2,836,930
      
COMPREHENSIVE INCOME ATTRIBUTABLE TO ACCENTURE PLC$2,907,280
 $2,009,742
 $2,529,589
Comprehensive income attributable to noncontrolling interests247,879
 222,820
 307,341
COMPREHENSIVE INCOME$3,155,159
 $2,232,562
 $2,836,930

The accompanying Notes are an integral part of these Consolidated Financial Statements.



F- 5

ACCENTURE PLC

CONSOLIDATED CASH FLOWS STATEMENTS

For the Years Ended August 31, 2011, 2010 and 2009

(In thousands

Table of U.S. dollars)Contents

  2011  2010  2009 

CASH FLOWS FROM OPERATING ACTIVITIES:

   

Net income

 $2,553,240   $2,060,459   $1,938,146  

Adjustments to reconcile Net income to Net cash provided by operating activities—

   

Depreciation, amortization and asset impairments

  513,256    474,688    498,591  

Reorganization and restructuring costs, net

  1,520    9,538    249,273  

Share-based compensation expense

  450,137    425,822    452,823  

Deferred income taxes, net

  (196,395  58,729    (62,979

Other, net

  81,127    35,604    82,930  

Change in assets and liabilities, net of acquisitions—

   

Receivables from clients, net

  (486,128  (355,193  658,134  

Unbilled services, current and non-current

  (134,353  (22,040  323,928  

Other current and non-current assets

  (466,913  (251,058  (256,476

Accounts payable

  63,005    125,126    (306,166

Deferred revenues, current and non-current

  294,512    93,024    (98,776

Accrued payroll and related benefits

  442,107    359,471    (280,863

Income taxes payable, current and non-current

  186,937    189,323    18,145  

Other current and non-current liabilities

  139,687    (111,873  (56,508
 

 

 

  

 

 

  

 

 

 

Net cash provided by operating activities

  3,441,739    3,091,620    3,160,202  
 

 

 

  

 

 

  

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

   

Proceeds from maturities and sales of available-for-sale investments

  10,932    15,261    22,722  

Purchases of available-for-sale investments

  (11,173  (13,528  (1,782

Proceeds from sales of property and equipment

  6,755    3,792    4,665  

Purchases of property and equipment

  (403,714  (238,215  (243,455

Purchases of businesses and investments, net of cash acquired

  (306,187  (41,075  (29,487

Proceeds from sale of business, net of cash acquired

          2,163  
 

 

 

  

 

 

  

 

 

 

Net cash used in investing activities

  (703,387  (273,765  (245,174
 

 

 

  

 

 

  

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

   

Proceeds from issuance of ordinary shares

  557,366    437,025    404,710  

Purchases of shares

  (2,171,877  (2,070,875  (1,855,384

(Repayments of) proceeds from long-term debt, net

  (1,539  682    (2,182

(Repayments of) proceeds from short-term borrowings, net

  (69  5    (4,787

Cash dividends paid

  (643,642  (824,148  (378,446

Excess tax benefits from share-based payment arrangements

  171,314    67,323    66,766  

Other, net

  (33,057  (39,038  (80,980
 

 

 

  

 

 

  

 

 

 

Net cash used in financing activities

  (2,121,504  (2,429,026  (1,850,303

Effect of exchange rate changes on cash and cash equivalents

  245,938    (92,199  (125,823
 

 

 

  

 

 

  

 

 

 

NET INCREASE IN CASH AND CASH EQUIVALENTS

  862,786    296,630    938,902  

CASH AND CASH EQUIVALENTS, beginning of period

  4,838,292    4,541,662    3,602,760  
 

 

 

  

 

 

  

 

 

 

CASH AND CASH EQUIVALENTS, end of period

 $5,701,078   $4,838,292   $4,541,662  
 

 

 

  

 

 

  

 

 

 

Supplemental cash flow information

   

Interest paid

 $14,884   $14,733   $14,239  

Income taxes paid

 $824,434   $608,035   $813,155  


ACCENTURE PLC
CONSOLIDATED SHAREHOLDERS’ EQUITY STATEMENTS
For the Years Ended August 31, 2013, 2012 and 2011
(In thousands of U.S. dollars and share amounts)

 
Ordinary
Shares
 
Class A
Ordinary
Shares
 
Class X
Ordinary
Shares
 Restricted Share Units  Additional Paid-in Capital Treasury Shares   Accumulated Other Comprehensive 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, 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
Net income                    2,277,677
   2,277,677
 275,563
 2,553,240
Other comprehensive income                      251,912
 251,912
 31,778
 283,690
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
Net income                    2,553,510
   2,553,510
 271,423
 2,824,933
Other comprehensive loss                      (543,768) (543,768) (48,603) (592,371)
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

F- 6


ACCENTURE PLC
CONSOLIDATED SHAREHOLDERS’ EQUITY STATEMENTS — (Continued)
For the Years Ended August 31, 2013, 2012 and 2011
(In thousands of U.S. dollars and share amounts)

 
Ordinary
Shares
 
Class A
Ordinary
Shares
 
Class X
Ordinary
Shares
 Restricted Share Units  Additional Paid-in Capital Treasury Shares   Accumulated Other Comprehensive Loss Total Accenture plc Shareholders’ Equity Noncontrolling Interests Total Shareholders’ Equity
 $ No. Shares $ No. Shares $ No. Shares   $ No. Shares Retained Earnings    
Net income                    3,281,878
   3,281,878
 272,641
 3,554,519
Other comprehensive loss                      (374,598) (374,598) (24,762) (399,360)
Income tax benefit on share-based compensation plans              204,714
         204,714
   204,714
Purchases of Class A ordinary shares              131,382
 (2,326,229) (31,297)     (2,194,847) (131,382) (2,326,229)
Share-based compensation expense            572,456
 43,422
         615,878
   615,878
Purchases/redemptions of Accenture SCA Class I common shares, Accenture Canada Holdings Inc. exchangeable shares and Class X ordinary shares          (13,060)   (202,262)         (202,262) (15,861) (218,123)
Issuances of Class A ordinary shares:                             
Employee share programs    1
 14,534
     (615,740) 816,145
 285,775
 8,408
     486,181
 29,631
 515,812
Upon redemption of Accenture SCA Class I common shares      11,019
       50,240
         50,240
 (50,240) 
Dividends            54,726
       (1,097,643)   (1,042,917) (78,821) (1,121,738)
Other, net              8,719
     (18,633)   (9,914) (12,158) (22,072)
Balance as of August 31, 2013$57
 40
 $17
 771,302
 $1
 30,312
 $875,156
 $2,393,936
 $(7,326,079) (135,299) $10,069,844
 $(1,052,746) $4,960,186
 $467,643
 $5,427,829
The accompanying Notes are an integral part of these Consolidated Financial Statements.



F- 7


ACCENTURE PLC
CONSOLIDATED CASH FLOWS STATEMENTS
For the Years Ended August 31,

2013, 2012 and 2011

(In thousands of U.S. dollars)
 2013 2012 2011
CASH FLOWS FROM OPERATING ACTIVITIES:     
Net income$3,554,519
 $2,824,933
 $2,553,240
Adjustments to reconcile Net income to Net cash provided by operating activities—     
Depreciation, amortization and asset impairments593,028
 593,545
 513,256
Reorganization (benefits) costs, net(272,042) 1,691
 1,520
Share-based compensation expense615,878
 538,086
 450,137
Deferred income taxes, net(209,674) 56,981
 (196,395)
Other, net(90,043) (94,332) 81,127
Change in assets and liabilities, net of acquisitions—     
Receivables from clients, net(213,634) 15,822
 (486,128)
Unbilled services, current and non-current, net(96,060) (144,281) (134,353)
Other current and non-current assets(21,152) (355,472) (466,913)
Accounts payable(5,073) (68,082) 63,005
Deferred revenues, current and non-current(81,878) 229,724
 294,512
Accrued payroll and related benefits88,202
 420,049
 442,107
Income taxes payable, current and non-current(260,902) 69,146
 186,937
Other current and non-current liabilities(298,041) 169,042
 139,687
Net cash provided by operating activities3,303,128
 4,256,852
 3,441,739
CASH FLOWS FROM INVESTING ACTIVITIES:     
Proceeds from maturities and sales of available-for-sale investments
 12,549
 10,932
Purchases of available-for-sale investments
 (7,554) (11,173)
Proceeds from sales of property and equipment17,366
 5,977
 6,755
Purchases of property and equipment(369,593) (371,974) (403,714)
Purchases of businesses and investments, net of cash acquired(803,988) (174,383) (306,187)
Net cash used in investing activities(1,156,215) (535,385) (703,387)
CASH FLOWS FROM FINANCING ACTIVITIES:     
Proceeds from issuance of ordinary shares515,812
 454,387
 557,366
Purchases of shares(2,544,352) (2,098,841) (2,171,877)
Repayments of long-term debt, net(34) (6,399) (1,539)
Proceeds from (repayments of) short-term borrowings, net88
 131
 (69)
Cash dividends paid(1,121,738) (950,857) (643,642)
Excess tax benefits from share-based payment arrangements114,073
 78,357
 171,314
Other, net(29,478) (35,633) (33,057)
Net cash used in financing activities(3,065,629) (2,558,855) (2,121,504)
Effect of exchange rate changes on cash and cash equivalents(89,925) (223,164) 245,938
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS(1,008,641) 939,448
 862,786
CASH AND CASH EQUIVALENTS, beginning of period
6,640,526
 5,701,078
 4,838,292
CASH AND CASH EQUIVALENTS, end of period
$5,631,885
 $6,640,526
 $5,701,078
SUPPLEMENTAL CASH FLOW INFORMATION     
Interest paid$13,984
 $15,133
 $14,884
Income taxes paid$963,039
 $1,033,704
 $824,434
The accompanying Notes are an integral part of these Consolidated Financial Statements.

F- 8

ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)



1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Accenture plc is one of the world’s leading organizations providing management consulting, technology 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.

Principlesclients.

Basis of Consolidation

Presentation

The Consolidated Financial Statements include the accounts of Accenture plc, an Irish company, and its controlled subsidiary companies (collectively, the “Company”). Accenture plc’s only business is to hold Class I common shares in, and to act as the sole general partner of, its subsidiary, Accenture SCA, a Luxembourg partnership limited by shares. The Company operates its business through Accenture SCA and subsidiaries of Accenture SCA. Accenture plc controls Accenture SCA’s management and operations and consolidates Accenture SCA’s results in its Consolidated Financial Statements.

The shares of Accenture SCA and Accenture Canada Holdings Inc. held by persons other than the Company are treated as a noncontrolling interest in the Consolidated Financial Statements. The noncontrolling interest percentages were 9%6% and 11%8% as of August 31, 20112013 and 2010,2012, 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.

All references to years, unless otherwise noted, refer to the Company’s fiscal year, which ends on August 31. For example, a reference to “fiscal 2011”2013 means the 12-month period that ended on August 31, 2011.2013. All references to quarters, unless otherwise noted, refer to the quarters of the Company’s fiscal year.

Reincorporation in Ireland

On June 10, 2009, Accenture plc was incorporated in Ireland, as a public limited company, in order to effect moving the place of incorporation of the Company’s parent holding company from Bermuda to Ireland (the “Transaction”). 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 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, 2009.

Use of Estimates

The preparation of the Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future, actual results may be different from those estimates.

ACCENTURE PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(

Fiscal 2012 income tax amounts in certain line items within cash flows from operating activities in the Company’s Consolidated Cash Flows Statement have been revised. These revisions were not material and had no impact on reported Net cash provided by operating activities. In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

Reclassifications

Certainaddition, certain other amounts reported in previous years have been reclassified to conform to the fiscal 20112013 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.

Revenue Recognition

Revenues from contracts for technology integration consulting services where the Company designs/redesigns, builds and implements new or enhanced systems applications and related processes for its clients are recognized on the percentage-of-completion method, which involves calculating the percentage of services provided during the reporting period compared to the total estimated services to be provided over the duration of the contract. Contracts for technology integration consulting services generally span 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 provision is recorded in the period in which the loss first becomes probable and reasonably estimable. Contract losses are determined to be the amount by which the estimated 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.

Revenues from contracts for non-technology integration consulting services with fees based on time and materials or cost-plus are recognized as the services are performed and amounts are earned in accordance with 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

F- 9

ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

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.

Outsourcing contracts typically span several years and involve complex delivery, often through multiple workforces in different countries. In a number of these arrangements, the Company hires client employees and becomes responsible for certain client obligations. Revenues are recognized on outsourcing contracts as amounts become billable in accordance with contract terms, unless the amounts are billed in advance of performance of services, in which case revenues are recognized when the

ACCENTURE PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

services are performed and amounts are 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.

Costs related to delivering outsourcing services are expensed as incurred with the exception of certain transition costs related to the set-up of processes, personnel and systems, which are deferred during the transition period and expensed evenly over the period outsourcing services are provided. The deferred costs are specific internal costs or incremental external costs directly related to transition or set-up activities necessary to enable the outsourced services. Generally, deferred amounts are protected in the event of early termination of the contract and are monitored regularly for impairment. Impairment losses are recorded when projected remaining undiscounted operating cash flows of the related contract are not sufficient to recover the carrying amount of contract assets. Deferred transition costs were $547,308$539,048 and $508,829$538,638 as of August 31, 20112013 and 2010,2012, 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$515,578 and $496,646$551,364 as of August 31, 20112013 and 2010,2012, respectively, and are included in non-current Deferred revenues relating to contract costs.

Contract acquisition and origination costs are expensed as incurred.

The Company enters into contracts that may consist of multiple elements. These contracts may include any combination of technology integration consulting services, non-technology integration consulting services or outsourcing services described above. Revenues for contracts with multiple elements are allocated based on the lesser of the element’s relative selling price or the amount that is not contingent on future 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 the Company’s accounting policies for the separate elements, as described above. Elements qualify for separation 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 the Company’s control. While determining fair value and identifying separate elements require judgment, generally fair value and the separate elements are readily identifiable as the Company also sells those elements unaccompanied by other elements.

Revenues recognized in excess of billings are recorded as Unbilled services. Billings in excess of revenues recognized are recorded as Deferred revenues until revenue recognition criteria are met.

ACCENTURE PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

Revenues before reimbursements (“net revenues”) include the margin earned on computer hardware and software, as well as revenues from alliance agreements. Reimbursements include billings for travel and other out-of-pocket expenses and third-party costs, such as the cost of hardware and software resales. In addition, Reimbursements include allocations from gross billings to record an amount equivalent to reimbursable costs, where billings do not specifically identify reimbursable expenses. The Company reports revenues net of any revenue-based taxes assessed by governmental authorities that are imposed on and concurrent with specific revenue-producing transactions.

Employee Share-Based Compensation Arrangements

Share-based compensation expense is recognized over the requisite service period for awards of equity instruments to employees based on the grant date fair value of those awards expected to ultimately vest. Forfeitures are estimated on the date of grant and revised if actual or expected forfeiture activity differs materially from original estimates.


F- 10

ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

Income Taxes

The Company calculates and provides for income taxes in each of the tax jurisdictions in which it operates. Deferred tax assets and liabilities, measured using enacted tax rates, are recognized for the future tax consequences of temporary differences between the tax and financial statement bases of assets and liabilities. A valuation allowance reduces the deferred tax assets to the amount that is more likely than not to be realized. The Company establishes liabilities or reduces assets for uncertain tax positions when the Company believes those tax positions are not more likely than not of being sustained if challenged. Each fiscal quarter, the Company evaluates these uncertain tax positions and adjusts the related tax assets and liabilities in light of changing facts and circumstances.

Translation of Non-U.S. Currency Amounts

Assets and liabilities of non-U.S. subsidiaries whose functional currency is not the U.S. dollar are translated into U.S. dollars at fiscal year-end exchange rates. Revenue and expense items are translated at average foreign currency exchange rates prevailing during the fiscal year. Translation adjustments are included in Accumulated other comprehensive loss. Gains and losses arising from intercompany foreign currency transactions that are of a long-term investment nature are reported in the same manner as translation adjustments.

Cash and Cash Equivalents

Cash and cash equivalents consist of all cash balances and liquid investments with original maturities of three months or less, including money market funds of $1,150,000$650,000 and $425,000$1,265,000 as of August 31, 2013 and 2012, respectively. Cash and cash equivalents also includes restricted cash of $45,132 and $27,982 as of August 31, 20112013 and 2010, respectively.2012, respectively, which primarily relates to cash held to meet certain insurance requirements. 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.

Client Receivables, Unbilled Services and Allowances

The Company records its client receivables and unbilled services at their face amounts less allowances. On a periodic basis, the Company evaluates its receivables and unbilled services and establishes allowances based on historical experience and other currently available information. As of

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, 20112013 and 2010,2012, total allowances recorded for client receivables and unbilled services were $73,296$91,716 and $104,753,$64,874, 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.

Concentrations of Credit Risk

The Company’s financial instruments, consisting primarily of cash and cash equivalents, foreign currency exchange rate instruments, client receivables and unbilled services, are exposed to concentrations of credit risk. The Company places its cash and cash equivalents and foreign exchange instruments with highly-rated financial institutions, limits the amount of credit exposure with any one financial institution and conducts ongoing evaluation of the credit worthiness of the financial institutions with which it does business. Client receivables are dispersed across many different industries and countries; therefore, concentrations of credit risk are limited.

Investments

All liquid investments with an original maturity greater than 90 days but less than one year are considered to be short-term investments. Investments with an original maturity greater than one year are considered to be long-term investments. Marketable short-term and long-term investments are classified and accounted for as available-for-sale investments. Available-for-sale investments are reported at fair value with changes in unrealized gains and losses recorded as a separate component of Accumulated other comprehensive loss until realized. Quoted market prices are used to determine the fair values of common equity and debt securities that were issued by publicly traded entities. Interest and amortization of premiums and discounts for debt securities are included in Interest income. Realized gains and losses on securities are determined based on the First In, First Out method and are included in (Loss) gain on investments,Other (expense) income, net. The Company does not hold these investments for speculative or trading purposes.


F- 11

Table of Contents
ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

Property and Equipment

Property and equipment is stated at cost, net of accumulated depreciation. Depreciation of property and equipment is computed on a straight-line basis over the following estimated useful lives:

Buildings

20 to 25 years

Computers, related equipment and software

2 to 7 years

Furniture and fixtures

5 to 10 years

Leasehold improvements

Lesser of lease term or 15 years

Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be recoverable. Recoverability of long-lived assets or groups of assets is assessed based on a comparison of the carrying amount to the estimated future net cash flows. If estimated future undiscounted net cash flows are less than the carrying amount, the asset is considered impaired and expense is recorded at an amount required to reduce the carrying amount to fair value.


Operating Expenses
Selected components of operating expenses were as follows:
 Fiscal
 2013 2012 2011
Training costs$878,108
 $857,574
 $810,387
Research and development costs715,094
 559,611
 481,970
Advertising costs90,310
 81,640
 81,420
Provision for (release of) doubtful accounts (1)32,238
 (204) (24,361)
_______________ 
(1)For additional information, see “—Client Receivables, Unbilled Services and Allowances.”
Recently Adopted Accounting Pronouncements
In August 2013, the Company early adopted guidance issued by the Financial Accounting Standards Board (“FASB”) which requires enhanced disclosures in the notes to the consolidated financial statements to present separately, by item, reclassifications out of accumulated other comprehensive income (loss). The early adoption of this guidance did not have a material impact on the Consolidated Financial Statements. For additional information related to the reclassifications out of accumulated other comprehensive income (loss), see Note 4 (Accumulated Other Comprehensive Loss) to these Consolidated Financial Statements.
In September 2012, the Company adopted guidance issued by the FASB, which requires companies to present net income and other comprehensive income in either one continuous statement or in two separate but consecutive statements. The adoption of this guidance resulted in a change in the presentation of the components of comprehensive income, which are now presented in the Consolidated Statements of Comprehensive Income rather than in the Consolidated Shareholders’ Equity Statements.
In September 2011, the FASB issued guidance on testing goodwill for impairment. The new guidance provides an entity the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity determines that this is the case, it is required to perform the prescribed two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment to be recognized for that reporting unit (if any). If an entity determines that the fair value of a reporting unit is greater than its carrying amount, the two-step goodwill impairment test is not required. The Company adopted this new guidance for its fiscal 2013 annual goodwill impairment test. The adoption of this guidance did not have a material impact on the Consolidated Financial Statements.


F- 12

Table of Contents
ACCENTURE PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

Operating Expenses

Selected components of operating expenses were as follows:

   Fiscal 
   2011  2010   2009 

Training costs

  $810,387   $591,229    $794,218  

Research and development costs

   503,222    383,700     434,937  

Advertising costs

   69,767    71,157     77,315  

(Release of) provision for doubtful accounts(1)

   (24,361  3,345     75,008  

(1)

For additional information, see “—Client Receivables, Unbilled Services and Allowances.”

Recently Adopted Accounting Pronouncements

In September 2010, the Company adopted guidance issued by the Financial Accounting Standards Board (“FASB”) on revenue recognition guidance for arrangements with multiple deliverables. The guidance eliminates the residual method of allocation in previous guidance; requires that arrangement considerations be allocated at the inception of the arrangement to all deliverables using 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. The adoption of this guidance did not have a material impact on its Consolidated Financial Statements.

On September 1, 2009, the Company adopted guidance issued by the FASB on business combinations. The guidance establishes principles and requirements for: recognizing and measuring the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree; recognizing and measuring the goodwill acquired in the business combination or a gain from a bargain purchase; expensing acquisition-related costs as incurred; and determining what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The Company’s adoption of the guidance on business combinations did not have a material impact on its 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.

Subsequent Events

The Company has evaluated events and transactions subsequent to the balance sheet date. Based on this evaluation, the Company is not aware of any events or transactions (other than those disclosed herein) that occurred subsequent to the balance sheet date but prior to filing that would require recognition or disclosure in its Consolidated Financial Statements.

ACCENTURE PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)


2.    EARNINGS PER SHARE

Basic and diluted earnings per share were calculated as follows:

   Fiscal 
   2011   2010   2009 

Basic Earnings per share

      

Net income attributable to Accenture plc

  $2,277,677    $1,780,656    $1,589,963  

Basic weighted average Class A ordinary shares

   645,631,170     637,170,234     623,007,198  
  

 

 

   

 

 

   

 

 

 

Basic earnings per share

  $3.53    $2.79    $2.55  
  

 

 

   

 

 

   

 

 

 

Diluted Earnings per share

      

Net income attributable to Accenture plc

  $2,277,677    $1,780,656    $1,589,963  

Net income attributable to noncontrolling interests in Accenture SCA and Accenture Canada Holdings Inc.(1)

   243,575     257,636     330,080  
  

 

 

   

 

 

   

 

 

 

Net income for diluted earnings per share calculation

  $2,521,252    $2,038,292    $1,920,043  
  

 

 

   

 

 

   

 

 

 

Basic weighted average Class A ordinary shares

   645,631,170     637,170,234     623,007,198  

Class A ordinary shares issuable upon redemption/exchange of noncontrolling interests(1)

   69,326,725     92,279,826     127,461,437  

Diluted effect of employee compensation related to Class A ordinary shares(2)

   27,096,115     36,825,333     36,284,449  

Diluted effect of share purchase plans related to Class A ordinary shares

   130,530     303,585     138,260  
  

 

 

   

 

 

   

 

 

 

Diluted weighted average Class A ordinary shares

   742,184,540     766,578,978     786,891,344  
  

 

 

   

 

 

   

 

 

 

Diluted earnings per share(2)

  $3.40    $2.66    $2.44  
  

 

 

   

 

 

   

 

 

 

 Fiscal
 2013 2012 2011
Basic Earnings per share     
Net income attributable to Accenture plc$3,281,878
 $2,553,510
 $2,277,677
Basic weighted average Class A ordinary shares645,536,995
 643,132,601
 645,631,170
Basic earnings per share$5.08
 $3.97
 $3.53
Diluted Earnings per share     
Net income attributable to Accenture plc$3,281,878
 $2,553,510
 $2,277,677
Net income attributable to noncontrolling interests in Accenture SCA and
Accenture Canada Holdings Inc. (1)
234,398
 237,520
 243,575
Net income for diluted earnings per share calculation$3,516,276
 $2,791,030
 $2,521,252
Basic weighted average Class A ordinary shares645,536,995
 643,132,601
 645,631,170
Class A ordinary shares issuable upon redemption/exchange of noncontrolling
interests (1)
46,212,252
 59,833,742
 69,326,725
Diluted effect of employee compensation related to Class A ordinary shares (2)20,843,994
 23,917,121
 28,122,887
Diluted effect of share purchase plans related to Class A ordinary shares170,375
 127,595
 130,530
Diluted weighted average Class A ordinary shares (2)712,763,616
 727,011,059
 743,211,312
Diluted earnings per share (2)$4.93
 $3.84
 $3.39
_______________
(1)

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.

(2)

Fiscal 20102012 and 20092011 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 2013payment of cash dividends. This did not result in a change to previously reported Diluted earnings per share.

For fiscal 2011, there were no options excluded from the calculation



F- 13

Table of diluted earnings per share because their exercise price would render them anti-dilutive. For fiscal 2010 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.

Contents

ACCENTURE PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)


3.    REORGANIZATION AND RESTRUCTURING(BENEFITS) COSTS, NET

Reorganization

In fiscal 2001, the Company accrued reorganization liabilities in connection with its transition to a corporate structure. These liabilities included certain non-income tax liabilities, such as stamp taxes, as well as liabilities for certain individual income tax exposures related to the transfer of interests in certain entities to the Company as part of the reorganization. These primarily represent unusual and disproportionate individual income tax exposures assumed by certain, but not all, of the Company’s shareholders and partners in certain tax jurisdictions specifically related to the transfer of their partnership interests in certain entities to the Company as part of the reorganization. (Prior to fiscal 2005, the Company referred to its highest-level employees with the “partner” title and the Company continues to use the term “partner” to refer to these persons in certain situations related to its reorganization and the period prior to its incorporation.) The Company identified certain shareholders and partners who may incur such unusual and disproportionate financial damage in certain jurisdictions. These include shareholders and partners who were subject to tax in their jurisdiction on items of income arising from the reorganization transaction that were not taxable for most other shareholders and partners. In addition, certain other shareholders and partners were subject to a different rate or amount of tax than other shareholders or partners in the same jurisdiction. When additional taxes are assessed on these shareholders or partners in connection with these transfers, the Company has made and intends to make payments, and in one country has contractually committed, to reimburse certain costs associated with the assessment either to the shareholder or partner, or to the taxing authority. The Company has recorded reorganization expense and the related liability where such liabilities are probable. Interest accruals are made to cover reimbursement of interest on such tax assessments.

The Company’s reorganization activity was as follows:

   Fiscal 
   2011  2010  2009 

Reorganization liability, beginning of period

  $271,907   $296,104   $308,694  

Final determinations(1)

       (1,999  (23,479

Changes in estimates

           7,297  
  

 

 

  

 

 

  

 

 

 

Benefits recorded

       (1,999  (16,182

Interest expense accrued

   1,520    11,537    12,889  

Payments

   (3,873        

Foreign currency translation adjustments

   37,732    (33,735  (9,297
  

 

 

  

 

 

  

 

 

 

Reorganization liability, end of period

  $307,286   $271,907   $296,104  
  

 

 

  

 

 

  

 

 

 

(1)

Includes final agreements with tax authorities and expirations of statutes of limitations.

 Fiscal
 2013 2012 2011
Reorganization liability, beginning of period$268,806
 $307,286
 $271,907
Final determinations(273,945) 
 
Interest expense accrued1,903
 1,691
 1,520
Other adjustments3,532
 
 (3,873)
Foreign currency translation18,165
 (40,171) 37,732
Reorganization liability, end of period$18,461
 $268,806
 $307,286
As a result of final determinations, certain reorganization liabilities established in connection with the Company's transition to a corporate structure in 2001 are no longer probable. Accordingly, the Company recorded reorganization benefits of $273,945 during fiscal 2013. These benefits were partially offset by interest expense associated with carrying these liabilities of $1,903. As of August 31, 2011,2013, reorganization liabilities of $294,798$5,080 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$13,381 were included in Other non-current liabilities. Timing of the resolution of tax audits or the initiation of additional litigation and/or criminal tax proceedings may delay final resolution. Final resolution, through settlement, conclusion of legal proceedings or a tax authority’s decision not to pursue a claim, will result in payment by the Company of

ACCENTURE PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

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 August 31, 2011,2013, only a small number of jurisdictionscountries 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, somelimitations.


F- 14

Table 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.

ContentsRestructuring

The Company recognized restructuring costs of $252,566 in the fourth quarter of fiscal 2009. The restructuring costs included $110,338 principally related to global consolidation of office space and $142,228 related to realignment of the Company’s workforce, primarily at the senior executive level. The restructuring costs were allocated to the reportable operating segments as follows: $49,192 to Communications & High Tech; $53,155 to Financial Services; $45,818 to Health & Public Service; $58,091 to Products; and $46,310 to Resources. The restructuring liabilities as of August 31, 2011 were $71,250, of which $17,815 was included in Other accrued liabilities and $53,435 was included in Other non-current liabilities. The restructuring liabilities as of August 31, 2010 were $94,558, of which $28,574 was included in Other accrued liabilities and $65,984 was included in Other non-current liabilities. The remaining liabilities represent the net present value of estimated obligations for operating leases on abandoned office space.

4.    ACCUMULATED OTHER COMPREHENSIVE LOSS

The components of Accumulated other comprehensive loss were as follows:

   August 31, 
   2011  2010 

Net unrealized gains on cash flow hedges, net of tax of $19,960 and $2,139, respectively

  $32,354   $4,340  

Net unrealized losses on marketable securities

   (984  (769

Foreign currency translation adjustments, net of tax of $10,228 and $4,510, respectively

   147,770    (44,638

Defined benefit plans, net of tax of $(182,427) and $(201,754), respectively

   (313,520  (345,225
  

 

 

  

 

 

 

Accumulated other comprehensive loss

  $(134,380��$(386,292
  

 

 

  

 

 

 

ACCENTURE PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

4.    ACCUMULATED OTHER COMPREHENSIVE LOSS
The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive loss attributable to Accenture plc:
 Fiscal
 2013 2012 2011
Foreign currency translation     
    Beginning balance$(156,010) $147,770
 $(44,638)
             Foreign currency translation(280,128) (334,750) 224,805
             Income tax benefit (expense)4,603
 3,491
 (6,432)
             Portion attributable to noncontrolling interests17,134
 27,479
 (25,965)
             Foreign currency translation, net of tax(258,391) (303,780) 192,408
    Ending balance(414,401) (156,010) 147,770
      
Defined benefit plans     
    Beginning balance(502,742) (313,520) (345,225)
             Actuarial gains (losses)162,975
 (366,711) 17,859
             Prior service costs arising during the period(45,653) 
 
             Reclassifications into net periodic pension and post-retirement expense (1)33,393
 28,070
 38,114
             Income tax (expense) benefit(68,300) 132,764
 (21,171)
             Portion attributable to noncontrolling interests(5,077) 16,655
 (3,097)
             Defined benefit plans, net of tax77,338
 (189,222) 31,705
    Ending balance(425,404) (502,742) (313,520)
      
Cash flow hedges     
    Beginning balance(19,402) 32,354
 4,340
             Unrealized (losses) gains(365,203) (146,532) 72,066
             Reclassification adjustments into Cost of services49,954
 55,068
 (21,753)
             Income tax benefit (expense)109,005
 35,152
 (19,562)
             Portion attributable to noncontrolling interests12,705
 4,556
 (2,737)
             Cash flow hedges, net of tax(193,539) (51,756) 28,014
    Ending balance(212,941) (19,402) 32,354
      
Marketable securities     
    Beginning balance6
 (984) (769)
             Unrealized gains (losses)
 142
 (236)
             Reclassification adjustments into Other (expense) income, net(5) 935
 
             Portion attributable to noncontrolling interests(1) (87) 21
             Marketable securities, net of tax(6) 990
 (215)
    Ending balance
 6
 (984)
      
Accumulated other comprehensive loss$(1,052,746) $(678,148) $(134,380)
_______________

(1)Reclassifications into net periodic pension and post-retirement expense are recognized in Cost of services, Sales & marketing and General & administrative costs.




F- 15

ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

5.    PROPERTY AND EQUIPMENT

The components of Property and equipment, net were as follows:

   August 31, 
   2011  2010 

Buildings and land

  $3,807   $3,321  

Computers, related equipment and software

   1,440,514    1,336,357  

Furniture and fixtures

   322,888    300,914  

Leasehold improvements

   657,987    578,715  
  

 

 

  

 

 

 

Property and equipment, gross

   2,425,196    2,219,307  

Total accumulated depreciation

   (1,639,965  (1,559,738
  

 

 

  

 

 

 

Property and equipment, net

  $785,231   $659,569  
  

 

 

  

 

 

 

 August 31,
 2013 2012
Buildings and land$3,502
 $3,296
Computers, related equipment and software1,379,731
 1,356,950
Furniture and fixtures307,199
 313,370
Leasehold improvements697,454
 654,134
Property and equipment, gross2,387,886
 2,327,750
Total accumulated depreciation(1,608,211) (1,548,256)
Property and equipment, net$779,675
 $779,494

F- 16

Table of Contents
ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

6.    BUSINESS COMBINATIONS AND GOODWILL
On July 8, 2013, the Company acquired Acquity Group Ltd. (“Acquity”), a provider of strategy, digital marketing and technical services, for

$282,985, net of cash acquired. This acquisition expanded Accenture’s range of digital marketing services and resulted in more than 600 Acquity employees joining Accenture. In connection with this acquisition, the Company recorded goodwill of $215,979, which was allocated to the Products, Communication, Media & Technology and Financial Services reportable segments, and intangible assets of $55,972, primarily related to customer relationships and technology-related assets. The goodwill is not deductible for U.S. federal income tax purposes. The intangible assets are being amortized over one to ten years. The pro forma effects on the Company’s operations were not material.

During fiscal 2013, the Company also completed other individually immaterial acquisitions, including a provider of clinical and regulatory information management solutions and software for the pharmaceutical industry and a provider of loan origination software and electronic document management services, for total consideration of $521,003. These acquisitions were completed primarily to expand the Company’s products and services offerings. In connection with these acquisitions, the Company recorded goodwill of $405,151, which was allocated among the reportable operating segments, and intangible assets of $122,012, primarily related to customer relationships and technology-related assets. Goodwill also included immaterial adjustments related to prior period acquisitions and is not deductible for U.S. federal income tax purposes. The intangible assets are being amortized over one to fifteen years. The pro forma effects on the Company’s operations were not material.
During fiscal 2012, the Company completed several individually immaterial acquisitions, including a provider of residential and commercial mortgage processing services, for total consideration of $174,383. In connection with these acquisitions, the Company recorded goodwill of $123,817, which was allocated among the reportable operating segments, and intangible assets of $57,732, primarily related to customer relationships. Goodwill also included immaterial adjustments related to prior period acquisitions. The intangible assets are being amortized over three to seven years. The pro forma effects on the Company’s operations were not material.
During fiscal 2011, the Company acquired the net assets ofcompleted several individually immaterial acquisitions, including a provider of software solutions for the property and casualty insurance industry. In addition, during fiscal 2011, the Company completed four individually immaterial acquisitions. Theindustry, for total consideration for all fiscal 2011 acquisitions was $306,187.of $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 segments. The Company also recorded $81,735 inoperating segments, and intangible assets of $81,735, 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.

During fiscal 2010, the Company completed several individually immaterial acquisitions and had no acquisitions in fiscal 2009.

Goodwill is reviewed for impairment annually or more frequently if indicators of impairment exist. Based on the results of its annual impairment analysis, the Company determined that no impairment existed as of August 31, 20112013 and 2010.

2012.

The changes in the carrying amount of goodwill by reportable operating segment were as follows:

  August 31,
2009
  Additions/
Adjustments
  Foreign
Currency
Translation
Adjustments
  August 31,
2010
  Additions/
Adjustments
  Foreign
Currency
Translation
Adjustments
  August 31,
2011
 

Communications & High Tech

 $154,903   $1,438   $(4,827 $151,514   $11,638   $10,715   $173,867  

Financial Services

  140,364    2,314    (1,446  141,232    159,757    3,731    304,720  

Health & Public Service

  274,912    7,964    (2,330  280,546    3,219    2,393    286,158  

Products

  182,442    15,122    (4,208  193,356    71,185    14,388    278,929  

Resources

  72,531    1,169    886    74,586    9,195    4,536    88,317  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

 $825,152   $28,007   $(11,925 $841,234   $254,994   $35,763   $1,131,991  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 August 31,
2011
 Additions/
Adjustments
 Foreign
Currency
Translation
 August 31,
2012
 Additions/
Adjustments
 Foreign
Currency
Translation
 August 31,
2013
Communications, Media &
Technology
$173,867
 $2,298
 $(7,752) $168,413
 $69,879
 $(3,848) $234,444
Financial Services304,720
 112,733
 (9,497) 407,956
 182,800
 (8,107) 582,649
Health & Public Service286,158
 1,322
 (2,147) 285,333
 10,287
 (576) 295,044
Products278,929
 5,241
 (13,992) 270,178
 347,847
 (1,017) 617,008
Resources88,317
 3,147
 (7,961) 83,503
 9,988
 (4,050) 89,441
Total$1,131,991
 $124,741
 $(41,349) $1,215,383
 $620,801
 $(17,598) $1,818,586


F- 17

Table of Contents
ACCENTURE PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)


7.    DERIVATIVE FINANCIAL INSTRUMENTS

In the normal course of business, the Company uses derivative financial instruments to manage foreign currency exchange rate risk. Derivative transactions are governed by a uniform set of policies and procedures covering areas such as authorization, counterparty exposure and hedging practices. Positions are monitored using techniques such as market value and sensitivity analyses. The Company does not enter into derivative transactions for trading purposes. The Company classifies cash flows from its derivative programs as cash flows from operating activities in the Consolidated Cash Flows Statement.

Certain derivatives also give rise to credit risks from the possible non-performance by counterparties. Credit risk is generally limited to the fair value of those contracts that are favorable to the Company, and the maximum amount of loss due to credit risk, based on the gross fair value of all of the Company’s derivative financial instruments, was approximately $79,243$4,805 as of August 31, 2011.

2013.

The Company also utilizes standard counterparty master agreements containing provisions for the netting of certain foreign currency transaction obligations and for set-off of certain obligations in the event of an insolvency of one of the parties to the transaction. These provisions may reduce the Company’s potential overall loss resulting from the insolvency of a counterparty and reduce a counterparty’s potential overall loss resulting from the insolvency of the Company. Additionally, these agreements contain early termination provisions triggered by adverse changes in a counterparty’s credit rating, thereby enabling the Company to accelerate settlement of a transaction prior to its contractual maturity and potentially decrease the Company’s realized loss on an open transaction. Similarly, a decrement in the Company’s credit rating could trigger a counterparty’s early termination rights, thereby enabling a counterparty to accelerate settlement of a transaction prior to its contractual maturity and potentially increase the Company’s realized loss on an open transaction. The aggregate fair value of the Company’s derivative instruments with credit-risk-related contingent features that are in a liability position as of August 31, 20112013 was $20,570.

$418,697.

The Company’s derivative financial instruments consist of deliverable and non-deliverable foreign currency forward contracts. Fair values for derivative financial instruments are based on prices computed using third-party valuation models and are classified as Level 2 in accordance with the three-level hierarchy of fair value measurements. All of the significant inputs to the third-party valuation models are observable in active markets. Inputs include current market-based parameters such as forward rates, yield curves and credit default swap pricing. For additional information related to the three-level hierarchy of fair value measurements, see Note 10 (Retirement and Profit Sharing Plans) to these Consolidated Financial Statements.

Cash Flow Hedges

Certain of the Company’s subsidiaries are exposed to currency risk through their use of resources supplied by the Company’s Global Delivery Network. To mitigate this risk, the Company uses foreign currency forward contracts to hedge the foreign exchange risk of the forecasted intercompany expenses denominated in foreign currencies for up to three years in the future. The Company has designated these derivatives as cash flow hedges. As of August 31, 20112013 and 2010,2012, the Company held no derivatives that were designated as fair value or net investment hedges.

In order for a derivative to qualify for hedge accounting, the derivative must be formally designated as a fair value, cash flow or net investment hedge by documenting the relationship between the derivative

ACCENTURE PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

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.

For a cash flow hedge, the effective portion of the change in estimated fair value of a hedging instrument is recorded in Accumulated other comprehensive loss as a separate component of Shareholders’ Equity and is reclassified into Cost of services in the Consolidated Income Statement during the period in which the hedged transaction is recognized. The amounts related to derivatives designated as cash flow hedges that were reclassified into Cost of services were a net loss of $49,954 and $55,068 during fiscal 2013 and 2012, respectively, and a net gain of $21,753 during fiscal 2011. The ineffective portion of the change in fair value of a cash flow hedge is recognized immediately in Other expense,(expense) income, net in the Consolidated Income Statement and for fiscal 20112013, 2012 and 20102011, was not material. In addition, the Company did not discontinue any cash flow hedges during fiscal 2013, 2012 and 2011 or 2010.

The activity related to the change in. As of August 31, 2013, $177,201 of net unrealized gains (losses) on cash flow hedges, net of tax, in Accumulated other comprehensive loss was as follows:

   Fiscal 
   2011  2010 

Net unrealized gains (losses) on cash flow hedges, net of tax, beginning of period

  $4,340   $(10,575

Change in fair value, net of tax of $27,837 and $15,276, respectively

   44,229    26,806  

Reclassification adjustments into Cost of services, net of tax of $(8,276) and $(3,865), respectively

   (13,478  (9,959

Portion attributable to Noncontrolling interests, net of tax of $(1,741) and $(1,310), respectively

   (2,737  (1,932
  

 

 

  

 

 

 

Net unrealized gains on cash flow hedges, net of tax, end of period

  $32,354   $4,340  
  

 

 

  

 

 

 

As of August 31, 2011, $8,678 of the amountslosses 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.


F- 18

Table of Contents
ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

Other Derivatives

The Company also uses foreign currency forward contracts, which have not been designated as hedges, to hedge balance sheet exposures, such as intercompany loans. These instruments are generally short-term in nature, with typical maturities of less than one year, and are subject to fluctuations in foreign exchange rates. Realized gains or losses and changes in the estimated fair value of these derivatives were a net gainloss of $112,118$142,432 and $29,574$153,913 for fiscal 20112013 and 2010,2012, 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 (expense) income, (expense), net in the Consolidated Income Statement.

Statement and are offset by gains and losses on the related hedged items.

Fair Value of Derivative Instruments
The notional and fair values of all derivative instruments were as follows:
 August 31,
 2013 2012
Assets   
Cash Flow Hedges   
Other current assets$
 $15,392
Other non-current assets
 36,106
Other Derivatives   
Other current assets4,805
 9,988
Total assets$4,805
 $61,486
Liabilities   
Cash Flow Hedges   
Other accrued liabilities$187,525
 $59,458
Other non-current liabilities159,155
 23,471
Other Derivatives   
Other accrued liabilities72,017
 11,147
Total liabilities$418,697
 $94,076
Total fair value$(413,892) $(32,590)
Total notional value$5,499,224
 $4,853,191

F- 19

Table of Contents
ACCENTURE PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

Fair Value of Derivative Instruments

The notional and fair values of all derivative instruments were as follows:

   August 31, 
   2011   2010 

Assets

    

Cash Flow Hedges

    

Other current assets

  $21,714    $10,806  

Other non-current assets

   43,666     13,962  

Other Derivatives

    

Other current assets

   13,863     4,422  
  

 

 

   

 

 

 

Total assets

  $79,243    $29,190  
  

 

 

   

 

 

 

Liabilities

    

Cash Flow Hedges

    

Other accrued liabilities

  $4,649    $9,845  

Other non-current liabilities

   698     5,202  

Other Derivatives

    

Other accrued liabilities

   15,223     7,823  
  

 

 

   

 

 

 

Total liabilities

  $20,570    $22,870  
  

 

 

   

 

 

 

Total fair value

  $58,673    $6,320  
  

 

 

   

 

 

 

Total notional value

  $4,127,456    $2,590,314  


8.    BORROWINGS AND INDEBTEDNESS

As of August 31, 2011,2013, the Company had the following borrowing facilities:

   Facility
Amount
   Borrowings
Under
Facilities
 

Syndicated loan facility(1)

  $1,200,000    $  

Separate, uncommitted, unsecured multicurrency revolving credit facilities(2)

   480,090       

Local guaranteed and non-guaranteed lines of credit(3)

   169,170       
  

 

 

   

 

 

 

Total

  $1,849,260    $  
  

 

 

   

 

 

 

facilities, including the issuance of letters of credit, to support general working capital purposes:
 Facility
Amount
 Borrowings
Under
Facilities
Syndicated loan facility (1)$1,000,000
 $
Separate, uncommitted, unsecured multicurrency revolving credit facilities (2)507,899
 
Local guaranteed and non-guaranteed lines of credit (3)170,138
 
Total$1,678,037
 $
_______________ 
(1)

This facility, which matures on JulyOctober 31, 2012,2016, 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. The Company continues to be in compliance with relevant covenant terms. The facility is subject to annual commitment fees. As of August 31, 20112013 and 2010,2012, the Company had no borrowings under the facility.

(2)

The Company maintains separate, uncommitted and unsecured multicurrency revolving credit facilities. These facilities provide local currency financing for the majority of the Company’s operations. Interest rate terms on the revolving facilities are at market rates prevailing in the relevant local markets. As of August 31, 20112013 and 2010,2012, the Company had no borrowings under these facilities.

(3)

The Company also maintains local guaranteed and non-guaranteed lines of credit for those locations that cannot access the Company’s global facilities. As of August 31, 20112013 and 2010,2012, the Company had no borrowings under these various facilities.

Under the borrowing facilities described above, the Company had an aggregate of $179,186 and $164,121 of letters of credit outstanding as of August 31, 2013 and 2012, respectively. In addition, the Company also had total outstanding debt of $25,600 and $33 as of August 31, 2013 and 2012, respectively.

F- 20

Table of Contents
ACCENTURE PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

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.


9.    INCOME TAXES

   Fiscal 
   2011  2010  2009 

Current taxes:

    

U.S. federal

  $334,400   $302,500   $256,379  

U.S. state and local

   46,878    42,562    30,187  

Non-U.S.

   747,762    437,150    511,890  
  

 

 

  

 

 

  

 

 

 

Total current tax expense

   1,129,040    782,212    798,456  
  

 

 

  

 

 

  

 

 

 

Deferred taxes:

    

U.S. federal

   (8,229  (56,848  22,437  

U.S. state and local

   (1,140  (8,123  2,383  

Non-U.S.

   (160,889  136,669    (83,686
  

 

 

  

 

 

  

 

 

 

Total deferred tax (benefit) expense

   (170,258  71,698    (58,866
  

 

 

  

 

 

  

 

 

 

Total

  $958,782   $853,910   $739,590  
  

 

 

  

 

 

  

 

 

 

Deferred income tax expense (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 and $(105,238) in fiscal 2011 and 2010, respectively, and related to the cash flow hedges before noncontrolling interests was $19,561 and $11,411 in fiscal 2011 and 2010, respectively.

 Fiscal
 2013 2012 2011
Current taxes     
U.S. federal(1)$155,090
 $118,498
 $334,400
U.S. state and local(1)3,425
 16,754
 46,878
Non-U.S.835,934
 887,008
 747,762
Total current tax expense994,449
 1,022,260
 1,129,040
Deferred taxes     
U.S. federal(1)(12,912) 161,093
 (8,229)
U.S. state and local(1)795
 27,362
 (1,140)
Non-U.S.(197,557) (131,474) (160,889)
Total deferred tax (benefit) expense(209,674) 56,981
 (170,258)
Total$784,775
 $1,079,241
 $958,782
_______________ 
(1)
The fiscal 2012 U.S. federal and U.S. state and local current and deferred tax expense reflects the impact of a discretionary cash contribution of $500,000 made to the Company's U.S. defined benefit pension plan during fiscal 2013.
The components of Income before income taxes were as follows:

   Fiscal 
   2011   2010   2009 

U.S. sources

  $719,315    $526,721    $689,076  

Non-U.S. sources

   2,792,707     2,387,648     1,988,660  
  

 

 

   

 

 

   

 

 

 

Total

  $3,512,022    $2,914,369    $2,677,736  
  

 

 

   

 

 

   

 

 

 

ACCENTURE PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

 Fiscal
 2013 2012 2011
U.S. sources$1,043,810
 $748,177
 $719,315
Non-U.S. sources3,295,484
 3,155,997
 2,792,707
Total$4,339,294
 $3,904,174
 $3,512,022
The reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate was as follows:

   Fiscal 
   2011  2010  2009 

U.S. federal statutory income tax rate

   35.0  35.0  35.0

U.S. state and local taxes, net

   0.9    0.9    1.2  

Non-U.S. operations taxed at lower rates

   (14.6  (10.1  (10.0

Final determinations(1)

   (0.6  (1.1  (4.1

Other net activity in unrecognized tax benefits

   4.8    2.5    3.4  

Other, net

   1.8    2.1    2.1  
  

 

 

  

 

 

  

 

 

 

Effective income tax rate

   27.3  29.3  27.6
  

 

 

  

 

 

  

 

 

 

 Fiscal
 2013 2012 2011
U.S. federal statutory income tax rate35.0 % 35.0 % 35.0 %
U.S. state and local taxes, net1.1
 1.0
 0.9
Non-U.S. operations taxed at lower rates(13.1) (13.7) (14.6)
Reorganization final determinations (1)(2.2) 
 
Other final determinations (1)(8.2) (8.6) (0.6)
Other net activity in unrecognized tax benefits3.8
 9.4
 4.8
Other, net1.7
 4.5
 1.8
Effective income tax rate18.1 % 27.6 % 27.3 %
_______________ 
(1)

Final determinations include final agreements with tax authorities and expirations of statutes of limitations.

The effect on deferred tax assets and liabilities of enacted changes in tax laws and tax rates did not have a material impact on the Company’s effective tax rate.

The components


F- 21

Table of the Company’s deferred tax assets and liabilities included the following:

   August 31, 
   2011  2010 

Deferred tax assets:

   

Pensions

  $229,963   $224,331  

Revenue recognition

   96,930    84,110  

Compensation and benefits

   379,597    336,572  

Share-based compensation

   232,508    280,509  

Tax credit carryforwards

   165,451    149,905  

Net operating loss carryforwards

   181,892    158,302  

Depreciation and amortization

   169,200    56,865  

Indirect effects of unrecognized tax benefits

   254,101    121,464  

Other

   54,106    54,485  
  

 

 

  

 

 

 
   1,763,748    1,466,543  

Valuation allowance

   (246,667  (233,260
  

 

 

  

 

 

 

Total deferred tax assets

   1,517,081    1,233,283  
  

 

 

  

 

 

 

Deferred tax liabilities:

   

Revenue recognition

   (29,689  (34,415

Depreciation and amortization

   (75,230  (44,866

Investments in subsidiaries

   (161,474  (137,229

Other

   (43,353  (26,167
  

 

 

  

 

 

 

Total deferred tax liabilities

   (309,746  (242,677
  

 

 

  

 

 

 

Net deferred tax assets

  $1,207,335   $990,606  
  

 

 

  

 

 

 

Contents

ACCENTURE PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)


The components of the Company’s deferred tax assets and liabilities included the following:
 August 31,
 2013 2012
Deferred tax assets   
Pensions$127,515
 $165,216
Revenue recognition97,361
 89,420
Compensation and benefits498,035
 440,768
Share-based compensation217,990
 239,326
Tax credit carryforwards94,417
 137,904
Net operating loss carryforwards197,691
 176,649
Depreciation and amortization46,185
 55,182
Deferred amortization deductions393,392
 244,103
Indirect effects of unrecognized tax benefits357,093
 316,776
Derivatives120,229
 11,482
Other99,182
 94,308
 2,249,090
 1,971,134
Valuation allowance(204,561) (221,015)
Total deferred tax assets2,044,529
 1,750,119
Deferred tax liabilities   
Revenue recognition(71,907) (56,429)
Depreciation and amortization(128,106) (96,833)
Investments in subsidiaries(159,910) (174,943)
Other(69,971) (54,877)
Total deferred tax liabilities(429,894) (383,082)
Net deferred tax assets$1,614,635
 $1,367,037
The Company recorded valuation allowances of $246,667$204,561 and $233,260$221,015 as of August 31, 20112013 and 2010,2012, 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 2011,2013, the Company recorded a net increasedecrease of $13,407$16,454 in the valuation allowance, primarily due to the realization of foreign currency translation.

tax credits.

The Company had net operating loss carryforwards as of August 31, 20112013 of $658,169.$724,484. Of this amount, $68,159$142,937 expires between 20122014 and 2017, $47,3602023, $30,061 expires between 20182024 and 2031,2033, and $542,650$551,486 has an indefinite carryforward period. The Company had tax credit carryforwards as of August 31, 20112013 of $165,451,$94,417, of which $60,572$26,269 will expire between 20122014 and 2017, $24,3022023, $10,405 will expire between 20182024 and 2025,2033, and $80,577$57,743 has an indefinite carryforward period.

As of August 31, 2011,2013, the Company had $1,645,831$1,263,070 of unrecognized tax benefits, of which $805,186,$647,208, if recognized, would favorably affect the Company’s effective tax rate. As of August 31, 2010,2012, the Company had $1,254,468$1,604,745 of unrecognized tax benefits, of which $703,967,$813,721, if recognized, would favorably affect the Company’s effective tax rate. The differences of $840,645$615,862 and $550,501,$791,024, 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.

F- 22

Table of Contents
ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

A reconciliation of the beginning and ending amounts of unrecognized tax benefits was as follows:

   Fiscal 
   2011  2010 

Balance, at beginning of period

  $1,254,468   $1,053,426  

Additions for tax positions related to the current year

   316,550    151,008  

Additions for tax positions related to prior years

   132,407    115,975  

Reductions for tax positions related to prior years

   (77,072  (39,772

Statute of limitations expirations

   (8,056  (7,611

Settlements with tax authorities

   (7,000  (5,038

Cumulative translation adjustments

   34,534    (13,520
  

 

 

  

 

 

 

Balance, at end of period

  $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
 2013 2012
Balance, at beginning of period$1,604,745
 $1,645,831
Additions for tax positions related to the current year171,133
 271,305
Additions for tax positions related to prior years124,372
 328,210
Reductions for tax positions related to prior years(533,570) (458,767)
Statute of limitations expirations(67,891) (26,766)
Settlements with tax authorities(36,218) (112,520)
Cumulative foreign currency translation499
 (42,548)
Balance, at end of period$1,263,070
 $1,604,745
The Company recognizes interest and penalties related to unrecognized tax benefits in the Provision for income taxes. During fiscal 2011, 20102013, 2012 and 2009,2011, the Company recognized approximately $73,016, $42,489(benefit) expense of $(46,602), $(98,765) and $47,498$59,950 in interest and penalties, respectively. The Company had accrued interest and penalties related to unrecognized tax benefits of $285,458 ($198,646,$119,937 ($100,939, net of tax benefits) and $222,499 ($153,719,$171,556 ($125,993, net of tax benefits) on the Company’s Consolidated Balance SheetSheets as of August 31, 20112013 and 2010,2012, respectively.

The Company is currently under audit by the U.S. Internal Revenue Service for fiscal 20032010 to 2008.2011. The audit by the U.S. Internal Revenue Service for fiscal 2006 to 2009 closed during fiscal 2013. The Company is also currently under audit in numerous state and non-U.S. tax jurisdictions. Although

ACCENTURE PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

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 2003.2006. The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease by approximately $793,000$732,000 or increase by approximately $86,000$112,000 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.

As of August 31, 2011,2013, the Company had not recognized a deferred tax liability on $1,795,121$2,847,544 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 withholdingadditional taxes. It is not practicable to determine the amount of the related unrecognized deferred income tax liability.

Portions of the Company’s operations are subject to reduced tax rates or are free of tax under various tax holidays which expire between fiscal 20122014 and 2016.2017. Some of the holidays are renewable at reduced levels, with renewal periods through 2026.2027. The income tax benefits attributable to the tax status of these subsidiaries were estimated to be approximately $72,000, $71,000$84,000, $84,000 and $78,000$72,000 in fiscal 2011, 20102013, 2012 and 2009,2011, respectively.


F- 23

Table of Contents
ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

10.    RETIREMENT AND PROFIT SHARING PLANS

Defined Benefit Pension

Plans

In the United States and certain other countries, the Company maintains and administers defined benefit retirement plans for certain current, retired and resigned employees. In addition, the Company’s U.S. defined benefit pension plans include a frozen plan for former pre-incorporation partners, which is unfunded. Benefits under the employee retirement plans are primarily based on years of service and compensation during the years immediately preceding retirement or termination of participation in the plan.

The defined benefit pension disclosures include the Company's U.S. and material non-U.S. defined benefit pension plans.

Postemployment Plans
Certain postemployment benefits, including severance benefits, disability-related benefits and continuation of benefits, such as healthcare benefits and life insurance coverage, are provided to former or inactive employees after employment but before retirement. These costs are not material and are substantially provided for on an accrual basis.

Assumptions

The Company uses an August 31 measurement date for its U.S. and non-U.S. defined benefit pension plans.

The weighted-average assumptions used to determine the fiscal year-end defined benefit pension obligations areas of August 31 and the net periodic pension expense for the subsequent year were as follows:

   August 31, 
   2011  2010 
   U.S. Plans  Non-U.S.
Plans
  U.S. Plans  Non-U.S.
Plans
 

Discount rate

   5.25  4.99  5.25  4.77

Rate of increase in future compensation

   4.00  4.03  4.00  3.68

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,
 2013 2012 2011
 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans
Discount rate5.00% 4.18% 4.00% 4.23% 5.25% 4.99%
Expected rate of return on plan assets5.50% 4.79% 5.50% 4.72% 7.50% 5.12%
Rate of increase in future compensation3.60% 3.79% 4.00% 3.81% 4.00% 4.03%
The Company’s methodology for selecting the discount rate for the U.S. Plans is to match the plans’ cash flows to that of the average of two yield curves that provide the equivalent yields on zero-coupon corporate bonds for each maturity. The discount rate assumption for the non-U.S. Plans primarily reflects the market rate for high-quality, fixed-income debt instruments. The discount rate assumptions are based on the expected duration of the benefit payments for each of the Company’s defined benefit pension plans as of the annual measurement date and is subject to change each year. The expected long-term rate of return on plan assets should, over time, approximate the actual long-term returns on defined benefit pension plan assets and is based on historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of the asset portfolio.

Pension Expense

Pension expense for fiscal 2011, 20102013, 2012 and 20092011 was $110,332, $76,425$91,771, $102,555 and $64,400$110,332 respectively.



F- 24

Table of Contents
ACCENTURE PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)


Benefit Obligation, Plan Assets and Funded Status

The changes in the defined benefit pension obligations, plan assets and funded status of material defined benefit pension plans for fiscal 20112013 and 20102012 were as follows:

  August 31, 
  2011  2010 
  U.S. Plans  Non-U.S. Plans  U.S. Plans  Non-U.S. Plans 

Reconciliation of benefit obligation

    

Benefit obligation, beginning of year

 $1,376,546   $904,322   $1,125,474   $704,036  

Service cost

  12,602    50,817    12,662    44,493  

Interest cost

  71,433    43,976    66,709    37,923  

Termination benefits

              1,066  

Participant contributions

      7,143        6,320  

Acquisitions/divestitures/transfers

      2,616        33,172  

Amendments

              (12,260

Curtailments

      (201      (1,484

Settlements

      (11,793      (7,133

Actuarial loss (gain)

  4,642    (20,545  199,930    141,944  

Benefits paid

  (31,339  (23,563  (28,229  (17,712

Exchange rate impact

      93,480        (26,043
 

 

 

  

 

 

  

 

 

  

 

 

 

Benefit obligation, end of year

 $1,433,884   $1,046,251   $1,376,546   $904,322  
 

 

 

  

 

 

  

 

 

  

 

 

 

Reconciliation of fair value of plan assets

    

Fair value of plan assets, beginning of year

 $930,126   $678,773   $853,197   $587,032  

Actual return on plan assets

  96,677    19,986    94,633    34,098  

Acquisitions/divestitures/transfers

      2,622        36,350  

Employer contributions

  11,043    38,286    10,525    44,652  

Participant contributions

      7,143        6,320  

Settlements

      (11,278      (7,133

Benefits paid

  (31,339  (23,563  (28,229  (17,712

Exchange rate impact

      67,785        (4,834
 

 

 

  

 

 

  

 

 

  

 

 

 

Fair value of plan assets, end of year

 $1,006,507   $779,754   $930,126   $678,773  
 

 

 

  

 

 

  

 

 

  

 

 

 

Funded status, end of year

 $(427,377 $(266,497 $(446,420 $(225,549

Amounts recognized in the Consolidated Balance Sheets:

    

Non-current assets

 $   $17,750   $   $27,961  

Current liabilities

  (11,445  (6,500  (11,043  (3,515

Non-current liabilities

  (415,932  (277,747  (435,377  (249,995

Accumulated other comprehensive loss, pre-tax

  360,133    142,415    410,260    144,982  
 

 

 

  

 

 

  

 

 

  

 

 

 

Net amount recognized at end of year

 $(67,244 $(124,082 $(36,160 $(80,567
 

 

 

  

 

 

  

 

 

  

 

 

 

 August 31,
 2013 2012
 U.S. Plans Non-U.S. Plans U.S. Plans Non-U.S. Plans
Reconciliation of benefit obligation       
Benefit obligation, beginning of year$1,881,544
 $1,145,964
 $1,433,884
 $1,046,251
Service cost11,472
 60,173
 11,437
 53,086
Interest cost74,664
 47,042
 74,403
 47,800
Participant contributions
 5,792
 
 7,058
Acquisitions/divestitures/transfers
 (34) 
 7,211
Amendments
 (3,120) 
 
Curtailments
 (471) 
 
Actuarial (gain) loss(317,291) 47,699
 395,636
 94,896
Benefits paid(36,295) (38,899) (33,816) (30,710)
Exchange rate impact
 (32,569) 
 (79,628)
Benefit obligation, end of year$1,614,094
 $1,231,577
 $1,881,544
 $1,145,964
Reconciliation of fair value of plan assets       
Fair value of plan assets, beginning of year$1,185,961
 $846,494
 $1,006,507
 $779,754
Actual return on plan assets(95,320) 78,312
 202,018
 67,724
Acquisitions/divestitures/transfers
 
 
 6,935
Employer contributions (1)511,418
 55,490
 11,252
 55,052
Participant contributions
 5,792
 
 7,058
Benefits paid(36,295) (38,899) (33,816) (30,710)
Exchange rate impact
 (33,895) 
 (39,319)
Fair value of plan assets, end of year$1,565,764
 $913,294
 $1,185,961
 $846,494
Funded status, end of year$(48,330) $(318,283) $(695,583) $(299,470)
Amounts recognized in the Consolidated Balance Sheets       
Non-current assets$91,316
 $59,758
 $
 $30,365
Current liabilities(11,570) (9,511) (11,709) (8,953)
Non-current liabilities(128,076) (368,530) (683,874) (320,882)
Funded status, end of year$(48,330) $(318,283) $(695,583) $(299,470)
_______________ 
(1)
The Company made a discretionary cash contribution of $500,000 to its U.S. defined benefit pension plan during fiscal 2013.

F- 25

Table of Contents
ACCENTURE PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)


Accumulated Other Comprehensive Loss

The pre-tax accumulated net actuarial loss and prior service (credit) cost (credit) recognized in Accumulated other comprehensive loss as of August 31, 20112013 and 2012 was as follows:

   U.S. Plans   Non-U.S. 
Plans
 

Net actuarial loss

  $360,123    $161,750  

Prior service cost (credit)

   10     (19,335
  

 

 

   

 

 

 

Total

  $360,133    $142,415  
  

 

 

   

 

 

 

 August 31,
 2013 2012
 U.S. Plans Non-U.S. 
Plans
 U.S. Plans Non-U.S. 
Plans
Net actuarial loss$456,347
 $193,503
 $607,011
 $203,608
Prior service (credit) cost
 (14,275) 3
 (15,281)
Accumulated other comprehensive loss, pre-tax$456,347
 $179,228
 $607,014
 $188,327
The estimated amounts that will be amortized from Accumulated other comprehensive loss as of August 31, 20112013 into net periodic pension expense during fiscal 20122014 are as follows:

   U.S. Plans   Non-U.S.
Plans
 

Actuarial loss

  $21,434    $10,531  

Prior service cost (credit)

   10     (2,856
  

 

 

   

 

 

 

Total

  $21,444    $7,675  
  

 

 

   

 

 

 

 U.S. Plans Non-U.S.
Plans
Actuarial loss$10,003
 $9,467
Prior service credit
 (2,719)
Total$10,003
 $6,748
Funded Status for Defined Benefit Plans

The accumulated benefit obligation for material defined benefit pension plans as of August 31, 20112013 and 20102012 was as follows:

   August 31, 
   2011   2010 
   U.S. Plans   Non-U.S.
Plans
   U.S. Plans   Non-U.S.
Plans
 

Accumulated benefit obligation

  $1,421,917    $944,287    $1,363,544    $822,372  

 August 31,
 2013 2012
 U.S. Plans Non-U.S.
Plans
 U.S. Plans Non-U.S.
Plans
Accumulated benefit obligation$1,603,868
 $1,134,505
 $1,867,820
 $1,046,280
The following information is provided for material defined benefit pension plans with projected benefit obligations in excess of plan assets and for plans with accumulated benefit obligations in excess of plan assets as of August 31, 20112013 and 2010:

   August 31, 
   2011   2010 
   U.S. Plans   Non-U.S.
Plans
   U.S. Plans   Non-U.S.
Plans
 

Projected benefit obligation in excess of plan assets:

        

Projected benefit obligation

  $1,433,884    $879,298    $1,376,546    $765,565  

Fair value of plan assets

   1,006,507     595,051     930,126     512,056  

2012:

 August 31,
 2013 2012
 U.S. Plans Non-U.S.
Plans
 U.S. Plans Non-U.S.
Plans
Projected benefit obligation in excess of plan assets       
Projected benefit obligation$139,646
 $484,162
 $1,881,544
 $672,195
Fair value of plan assets
 106,120
 1,185,961
 342,361
 August 31,
 2013 2012
 U.S. Plans Non-U.S.
Plans
 U.S. Plans Non-U.S.
Plans
Accumulated benefit obligation in excess of plan assets       
Accumulated benefit obligation$139,646
 $403,788
 $1,867,820
 $436,499
Fair value of plan assets
 81,416
 1,185,961
 178,600

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Table of Contents
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
 

Accumulated benefit obligation in excess of plan assets:

        

Accumulated benefit obligation

  $1,421,917    $656,196    $1,363,544    $543,459  

Fair value of plan assets

   1,006,507     443,412     930,126     347,799  


Investment Strategies

U.S. Pension Plans

The overall investment objective of the plans is to provide growth in the defined benefit pension plans’ assets to help fund future defined benefit pension obligations while managing risk in order to meet current defined benefit pension obligations. The plans’ future prospects, their current financial conditions, the Company’s current funding levels and other relevant factors suggest that the plans can tolerate some interim fluctuations in market value and rates of return in order to achieve long-term objectives without undue risk to the plans’ ability to meet their current benefit obligations. The Company recognizes that asset allocation of the defined benefit pension plans’ assets is an important factor in determining long-term performance. Actual asset allocations at any point in time may vary from the target asset allocations and will be dictated by current and anticipated market conditions, required cash flows and investment decisions of the investment committee and the pension plans’ investment funds and managers. Ranges are established to provide flexibility for the asset allocation to vary around the targets without the need for immediate rebalancing.

Non-U.S. Pension Plans

Plan assets in non-U.S. defined benefit pension plans conform to the investment policies and procedures of each plan and to relevant legislation. The pension committee or trustee of each plan regularly, but at least annually, reviews the investment policy and the performance of the investment managers. In certain countries, the trustee is also required to consult with the Company. Asset allocation decisions are made to provide risk adjusted returns that align with the overall investment strategy for each plan. Generally, the investment return objective of each plan is to achieve a total annualized rate of return that exceeds inflation over the long term by an amount based on the target asset allocation mix of that plan. In certain countries, plan assets are invested in funds that are required to hold a majority of assets in bonds, with a smaller proportion in equities. Also, certain plan assets are entirely invested in contracts held with the plan insurer, which determines the strategy. Defined benefit pension plans in certain countries are unfunded.

Risk Management

Plan investments are exposed to certain risks including market, interest rate and operating risk. In order to mitigate significant concentrations of these risks, the assets are invested in a diversified portfolio primarily consisting of equities and fixed income instruments.instruments and equities. To minimize asset volatility relative to the liabilities, plan assets allocated to debt securities appropriately match the duration of individual plan liabilities. Equities are diversified between U.S. and non-U.S. index funds and are intended to achieve long term capital appreciation. To minimize asset volatility relative to the liabilities, a portion of plan assets are allocated to debt securities which appropriately match the duration of individual plan’s liabilities. Plan asset allocation and investment managers’ guidelines are reviewed on a regular basis.

Plan Assets
The Company’s target allocation for fiscal 2014 and weighted-average plan assets allocations as of August 31, 2013 and 2012 by asset category, for defined benefit pension plans were as follows:
 2014 Target
Allocation
 2013 2012
 U.S.
Plans
 Non-U.S.
Plans
 U.S.
Plans
 Non-U.S.
Plans
 U.S.
Plans
 Non-U.S.
Plans
Asset Category           
Equity securities20% 46-48% 23% 43% 55% 40%
Debt securities80
 40-42 76
 43
 44
 44
Cash and short-term investments
 2-3 1
 2
 1
 2
Insurance contracts
 5-10 
 8
 
 11
Other
 2-3 
 4
 
 3
Total100% n/m 100% 100% 100% 100%
_______________ 
n/m = not meaningful

F- 27

Table of Contents
ACCENTURE PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

Plan Assets

The 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
 

Asset Category

        

Equity securities

   60  35-40  59  34  57   33

Debt securities

   40    45-50    40    47    42     39  

Cash and short-term investments

       0-5    1    5    1     14  

Insurance contracts

       0-5    0    11         11  

Other

       10-15    0    3         3  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Total

   100  100  100  100  100   100
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 


Fair Value Measurements

Fair value is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including the Company’s own credit risk.

The three-level hierarchy of fair value measurements is based on whether the inputs to those measurements are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. The fair-value hierarchy requires the use of observable market data when available and consists of the following levels:

Level 1—Quoted prices for identical instruments in active markets;

Level 2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets; and

Level 3—Valuations derived from valuation techniques in which one or more significant inputs are unobservable.


The fair values of defined benefit pension plan assets as of August 31, 2013 were as follows:
U.S. Plans       
 Level 1 Level 2 Level 3 Total
Equity       
U.S. equity securities$
 $216,231
 $
 $216,231
Non-U.S. equity securities
 135,899
 
 135,899
Fixed Income       
U.S. government, state and local debt securities
 649,255
 
 649,255
Non-U.S. government debt securities
 16,482
 
 16,482
U.S. corporate debt securities
 190,924
 
 190,924
Non-U.S. corporate debt securities
 22,944
 
 22,944
Mutual fund debt securities314,528
 
 
 314,528
Cash and short-term investments
 19,501
 
 19,501
Total$314,528
 $1,251,236
 $
 $1,565,764
        
Non-U.S. Plans       
 Level 1 Level 2 Level 3 Total
Equity       
U.S. equity securities$
 $63,827
 $
 $63,827
Non-U.S. equity securities
 279,257
 
 279,257
Mutual fund equity securities
 46,773
 
 46,773
Fixed Income

      
Non-U.S. government debt securities12,147
 253,375
 
 265,522
Non-U.S. corporate debt securities
 60,692
 
 60,692
Mutual fund debt securities
 65,954
 
 65,954
Cash and short-term investments16,528
 7,399
 
 23,927
Insurance contracts
 71,103
 
 71,103
Other
 36,239
 
 36,239
Total$28,675
 $884,619
 $
 $913,294
There were no transfers between Levels 1 and 2 during fiscal 2013.


F- 28

Table of Contents
ACCENTURE PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

The fair values of the material U.S. and non-U.S. defined benefit pension plans assets as of August 31, 2011 are as follows:

U.S. Plans

        
   Level 1   Level 2   Level 3   Total 

Equity

        

U.S. equity securities

  $    $357,437    $    $357,437  

Non-U.S. equity securities

        232,842          232,842  

Fixed Income

        

U.S. government, state and local debt securities

        332,332          332,332  

Non-U.S. government debt securities

        4,411          4,411  

U.S. corporate debt securities

        61,318          61,318  

Non-U.S. corporate debt securities

        9,359          9,359  

Cash and short-term investments

        4,800          4,800  

Other

        4,008          4,008  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $    $1,006,507    $    $1,006,507  
  

 

 

   

 

 

   

 

 

   

 

 

 

Non-U.S. Plans

        
   Level 1   Level 2   Level 3   Total 

Equity

        

U.S. equity securities

  $     42,062    $    $42,062  

Non-U.S. equity securities

        195,418          195,418  

Mutual fund equity securities

        31,395          31,395  

Fixed Income

           

Non-U.S. government debt securities

        248,888          248,888  

Non-U.S. corporate debt securities

        58,537          58,537  

Mutual fund debt securities

        56,073          56,073  

Cash and short-term investments

   30,490     8,169          38,659  

Insurance contracts

        87,654          87,654  

Other

        21,068          21,068  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $30,490    $749,264    $    $779,754  
  

 

 

   

 

 

   

 

 

   

 

 

 


Expected Contributions

Generally, annual contributions are made at such times and in amounts as required by law and may, from time to time, exceed minimum funding requirements. The Company estimates it will pay approximately $64,000$66,644 in fiscal 20122014 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 Company has not determined whether it will make additional voluntary contributions for its defined benefit pension plans.

ACCENTURE PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

Estimated Future Benefit Payments

Benefit payments for defined benefit pension plans, which reflect expected future service, as appropriate, are expected to be paid as follows:

   U.S. Plans   Non-U.S.
Plans
 

2012

  $30,785    $30,695  

2013

   34,607     31,180  

2014

   36,949     33,868  

2015

   39,513     36,590  

2016

   42,432     40,418  

2017-2021

   268,775     246,911  

 U.S. Plans Non-U.S.
Plans
2014$37,588
 $40,247
201540,070
 36,183
201642,868
 42,826
201746,038
 47,967
201849,401
 51,449
2019-2023310,930
 303,012
Defined Contribution Plans

In the United States and certain other countries, the Company maintains and administers defined contribution plans for certain current, retired and resigned employees. Defined contribution plans in countries other than the United States and the United Kingdom are individually immaterial. Total expenses recorded for the United States and the United Kingdom defined contribution plans were $235,439, $223,793$248,242, $255,606 and $232,661$235,439 in fiscal 2011, 20102013, 2012 and 2009,2011, respectively.

11.    SHARE-BASED COMPENSATION

Share Incentive Plans

On February 4, 2010, Accenture’s6, 2013 the Company’s shareholders approved an amendment to the Accenture plc 2010 Share Incentive Plan (the “Amended 2010 SIP”), which the Board of Directors of Accenture approved on December 6, 2012. The Amended 2010 SIP is substantially the same as the Accenture plc 2010 Share Incentive Plan (the “2010 SIP”), whichexcept that it was amended to authorize an additional 24,000,000 shares and expressly prohibit the Boardrepricing of Directors of Accentureoptions and share appreciation rights. The 2010 SIP was originally approved by the Company's shareholders on December 10, 2009. Any new equity grants awarded on or after February 4, 2010 were under the 2010 SIP.2010. No new awards were granted on or after February 4, 2010 under the 2001 Share Incentive Plan (the “2001 SIP”), on or after February 4, 2010, and any share capacity remaining under the 2001 SIP was cancelled and not incorporated intoin the 2010 SIP. However, shares related to outstanding awards granted under the 2001 SIP, prior to February 4,before the approval of the 2010 SIP, continue to be satisfied from shares issuedauthorized under the 2001 SIP.

The Amended 2010 SIP is administered by the Compensation Committee of the Board of Directors of Accenture and provides for the grant of nonqualified share options, incentive stock options, restricted share units and other share-based awards. A maximum of 50,000,00074,000,000 Accenture plc Class A ordinary shares are currently authorized for awards under the Amended 2010 SIP. As of August 31, 2011, 36,503,9982013, there were 37,517,583 shares were available for future grants under the Amended 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 Amended 2010 SIP. The Company issues new Accenture plc Class A ordinary shares and shares from treasury for shares delivered under the Amended 2010 SIP.

A summary of information with respect to share-based compensation is as follows:
 Fiscal
 2013 2012 2011
Total share-based compensation expense included in Net income$615,878
 $538,086
 $450,137
Income tax benefit related to share-based compensation included in Net income186,839
 167,109
 138,984

F- 29

ACCENTURE PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

A summary of information with respect to share-based compensation is as follows:

   Fiscal 
   2011   2010   2009 

Total share-based compensation expense included in Net income

  $450,137    $425,822    $452,823  

Income tax benefit related to share-based compensation included in Net income

   138,984     133,796     140,143  


Restricted Share Units

Under the Amended 2010 SIP, participants may be, and previously under the 2001 SIP participants may bewere, granted restricted share units, each of which represents an unfunded, unsecured right, which is nontransferable except in the event of death of the participant, to receive an Accenture plc Class A ordinary share on the date specified in the participant’s award agreement. The fair value of the awards is determined on the grant date based on the Company’s stock price. The restricted share units granted under this planthese plans are subject to cliff or graded vesting, generally ranging from 2two to 10seven years. For awards with graded vesting, compensation expense is recognized over the vesting term of each separately vesting portion. Compensation expense is recognized on a straight-line basis for awards with cliff vesting. Restricted share unit activity during fiscal 20112013 was as follows:

   Number of Restricted
Share Units
  Weighted Average
Grant-Date Fair Value
 

Nonvested balance as of August 31, 2010

   43,672,017   $33.41  

Granted

   12,783,524    47.87  

Vested

   (18,790,610  31.53  

Forfeited

   (1,940,891  37.27  
  

 

 

  

 

 

 

Nonvested balance as of August 31, 2011

   35,724,040   $39.37  
  

 

 

  

 

 

 

 Number of Restricted
Share Units
 Weighted Average
Grant-Date Fair Value
Nonvested balance as of August 31, 201234,454,315
 $44.27
Granted (1)12,001,178
 67.56
Vested (2)(13,417,667) 45.75
Forfeited(1,328,782) 47.65
Nonvested balance as of August 31, 201331,709,044
 $52.32
 _______________
(1)
The weighted average grant-date fair value for restricted share units granted for fiscal 2013, 2012 and 2011 was $67.56, $53.98 and $47.87, respectively.
(2)
The total grant-date fair value of restricted share units vested for fiscal 2013, 2012 and 2011 was $613,920, $488,085 and $592,482, respectively.
As of August 31, 2011,2013, there was $496,646$623,117 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 1.51.4 years. As of August 31, 2011,2013, there were 1,980,1761,520,776 restricted share units vested but not yet delivered as Accenture plc Class A ordinary shares.

ACCENTURE PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

Stock Options

Stock options aremay be granted to senior executivesmembers of Accenture Leadership and other employees under the Amended 2010 SIP and were previously granted under the 2001 SIP. Options generally have an exercise price that is at least equal to the fair value of the Accenture plc Class A ordinary shares on the date the option is granted. Options granted under the Amended 2010 SIP and previously under the 2001 SIP are subject to cliff or graded vesting, generally ranging from 2two to 10five years, and generally have a contractual term of 10 years. For awards with graded vesting, compensation expense is recognized over the vesting period of each separately vesting portion. Compensation expense is recognized on a straight-line basis for awards with cliff vesting. The fair value of each options grant is estimated on the date of grant using the Black-Scholes-Merton option pricing model. Stock option activity for fiscal 20112013 was as follows:

   Number
of Options
  Weighted
Average
Exercise  Price
   Weighted Average
Remaining
Contractual Term
(In Years)
   Aggregate
Intrinsic
Value
 

Options outstanding as of August 31, 2010

   20,920,062   $19.63     2.6    $356,341  

Granted

   8,273    48.11      

Exercised

   (12,679,146  16.90      

Forfeited

   (153,726  19.08      
  

 

 

      

Options outstanding as of August 31, 2011

   8,095,463   $23.96     3.1    $242,116  
  

 

 

      

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  

Options exercisable as of August 31, 2009

   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
Value
Options outstanding as of August 31, 20125,836,662
 $24.49
 2.3 $216,291
Granted
 
    
Exercised(2,071,005) 23.43
    
Forfeited(51,248) 18.06
    
Options outstanding as of August 31, 20133,714,409
 $25.18
 1.5 $175,110
Options exercisable as of August 31, 20133,660,375
 $25.04
 1.4 $173,051
Options exercisable as of August 31, 20125,715,100
 24.32
 2.2 212,750
Options exercisable as of August 31, 20117,902,845
 23.79
 3.0 237,690

F- 30

ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

Other information pertaining to option activity is as follows:

   Fiscal 
   2011   2010   2009 

Weighted average grant-date fair value of stock options granted

  $13.73    $11.65    $12.54  

Total fair value of stock options vested

   3,757     3,928     14,506  

Total intrinsic value of stock options exercised

   450,956     177,721     83,089  

 Fiscal
 2013 2012 2011
Weighted average grant-date fair value of stock options granted$
 $
 $13.73
Total fair value of stock options vested771
 726
 3,757
Total intrinsic value of stock options exercised100,487
 83,470
 450,956
Cash received from the exercise of stock options was $214,234$48,519 and the income tax benefit realized from the exercise of stock options was $116,206$20,244 for fiscal 2011.2013. As of August 31, 2011,2013, there was $502$36 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 1.1 years.

1 year.

Employee Share Purchase Plans

Plan

2010 ESPP

The 2010 Employee Share Purchase Plan (the “2010 ESPP”) is a nonqualified plan that provides eligible employees of the Company with an opportunity to purchase Accenture plc Class A ordinary shares through payroll deductions. Under the 2010 ESPP, eligible employees may purchase Accenture plc Class A ordinary shares through the Employee Share Purchase Plan (the “ESPP”) or the Voluntary Equity Investment Program (the “VEIP”). Under the ESPP, eligible employees may elect to contribute 1% to 10% of their compensation during each semi-annual offering period (up to $7.5$7.5 per offering period)

ACCENTURE PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

to purchase Accenture plc Class A ordinary shares at a discount. Under the VEIP, eligible senior executivesmembers of Accenture Leadership may elect to contribute up to 30% of their total compensation towards the monthly purchase of Accenture plc Class A ordinary shares at fair market value. At the end of the VEIP program year, senior executiveAccenture Leadership participants, who did not withdraw from the program, will be granted restricted share units under the Amended 2010 SIP equal to 50% of the number of shares purchased during that year.

A maximum of 45,000,000 Accenture plc Class A ordinary shares may be issued under the 2010 ESPP. As of August 31, 2011, 9,106,7842013, the Company had issued 23,429,599 Accenture plc Class A ordinary shares had been issued under the 2010 ESPP. The Company issued 7,382,9496,916,088, 7,406,727 and 1,723,8357,382,949 shares to employees in fiscal 20112013, 2012 and 2010,2011, respectively, under the 2010 ESPP.

2001 ESPP

Prior to the 2010 ESPP, participants purchased Accenture Class A ordinary shares through the 2001 Employee Share Purchase Plan (the “2001 ESPP”). Any share capacity remaining under the 2001 ESPP was cancelled and not incorporated into the 2010 ESPP share reserve. Under the 2001 ESPP, the Company issued 4,597,562 and 6,397,698 shares to employees in fiscal 2010 and 2009 respectively.

12.    SHAREHOLDERS’ EQUITY

Accenture plc

Ordinary Shares

The Company has 40,000 authorized ordinary shares, par value €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.

Class A Ordinary Shares

An Accenture plc Class A ordinary share entitles its holder to one vote per share, and holders of those shares do not have cumulative voting rights. Each Class A ordinary share entitles its holder to a pro rata part of any dividend at the times and in the amounts, if any, which Accenture plc’s Board of Directors from time to time determines to declare, subject to any preferred dividend rights attaching to any preferred shares. Each Class A ordinary share is entitled on a winding-up of Accenture plc to be paid a pro rata part of the value of the assets of Accenture plc remaining after payment of its liabilities, subject to any preferred rights on liquidation attaching to any preferred shares.

Class X Ordinary Shares

An Accenture plc Class X ordinary share entitles its holder to one vote per share, and holders of those shares do not have cumulative voting rights. A Class X ordinary share does not entitle its holder to receive dividends, and holders of those shares are not entitled to be paid any amount upon a winding-up of Accenture plc. Most of the Company’s partners who received Accenture SCA Class I common shares or Accenture Canada Holdings Inc. exchangeable shares in connection with the Company’s transition to a corporate structure received a corresponding number of Accenture plc Class X ordinary shares. Accenture plc may redeem, at its option, any Class X ordinary share for a redemption price equal to the par value of the Class X ordinary share. Accenture plc has separately agreed with the original holders of

ACCENTURE PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

Accenture SCA Class 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


F- 31

ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

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.

Equity of Subsidiaries Redeemable or Exchangeable for Accenture plc Class A Ordinary Shares

Accenture SCA Class I Common Shares

Senior executives

Members of Accenture Leadership in certain countries, including the United States, received Accenture SCA Class I common shares in connection with the Company’s transition to a corporate structure. Only the Company and its current and former senior executives and their permitted transferees hold Accenture SCA Class I common shares. Each Accenture SCA Class I common share entitles its holder to one vote on all matters submitted to a vote of shareholders of Accenture SCA and entitles its holders to dividends and liquidation payments.

Accenture SCA is obligated, at the option of the holder, to redeem any outstanding Accenture SCA Class I common share at a redemption price per share generally equal to its current market value as determined in accordance with Accenture SCA’s articles of association. Under Accenture SCA’s articles of association, the market value of a Class I common share will be deemed to be equal to (i) the average of the high and low sales prices of an Accenture plc Class A ordinary share as reported on the New York Stock Exchange (or on such other designated market on which the Class A ordinary shares trade), net of customary brokerage and similar transaction costs, or (ii) if Accenture plc sells its Class A ordinary shares on the date that the redemption price is determined (other than in a transaction with any employee or an affiliate or pursuant to a preexisting obligation), the weighted average sales price of an Accenture plc Class A ordinary share on the New York Stock Exchange (or on such other market on which the Class A ordinary shares primarily trade), net of customary brokerage and similar transaction costs. Accenture SCA may, at its option, pay this redemption price with cash or by delivering Accenture plc Class A ordinary shares on a 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.

Accenture Canada Holdings Inc. Exchangeable Shares

Partners resident in Canada and New Zealand received Accenture Canada Holdings Inc. exchangeable shares in connection with the Company’s transition to a corporate structure. Holders of Accenture Canada Holdings Inc. exchangeable shares may exchange their shares for Accenture plc Class A ordinary shares at any time on a one-for-one basis. The Company may, at its option, satisfy this exchange with cash at a price per share generally equal to the market price of an Accenture plc Class A ordinary share at the time of the exchange. Each exchangeable share of Accenture Canada Holdings Inc. entitles its holder to receive distributions equal to any distributions to which an Accenture plc Class A ordinary share entitles its holder.


F- 32

ACCENTURE PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)


13.    MATERIAL TRANSACTIONS AFFECTING SHAREHOLDERS’ EQUITY

Share Purchases and Redemptions

The Board of Directors of Accenture plc has authorized funding for the Company’s publicly announced open-market share purchase program for acquiring Accenture plc Class A ordinary shares and for purchases and redemptions of Accenture plc Class A ordinary shares, Accenture SCA Class I common shares and Accenture Canada Holdings Inc. exchangeable shares held by the Company’s current and former senior executivesmembers of Accenture Leadership and their permitted transferees. As of August 31, 2011,2013, the Company’s aggregate available authorization was $1,041,631$1,964,096 for its publicly announced open-market share purchase and these other share purchase programs.

The Company’s share purchase activity during fiscal 20112013 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) 

Open-market share purchases(1)

   24,348,140    $1,306,445         $  

Other share purchase programs

             11,744,554     572,143  

Other purchases(2)

   6,665,101     293,289            
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   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        
Open-market share purchases (1)26,547,155
 $1,996,622
 
 $
Other share purchase programs
 
 3,062,148
 218,123
Other purchases (2)4,750,122
 329,607
 
 
Total31,297,277
 $2,326,229
 3,062,148
 $218,123
 _______________
(1)

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.

(2)

During fiscal 2011,2013, 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.

Other Share Redemptions

During fiscal 2011,2013, the Company issued 6,837,07011,019,187 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,current and former executivesmembers of Accenture Leadership and their permitted transferees.

Dividends
ACCENTURE PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

Dividends

The Company’s dividend activity during fiscal 20112013 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
 

Dividend Payment Date

  Record Date  Cash Outlay  Record Date  Cash Outlay  

November 15, 2010

 $0.45    October 15, 2010   $285,263    October 12, 2010   $35,387   $320,650  

May 13, 2011

  0.45    April 15, 2011    292,933    April 12, 2011    30,059    322,992  
   

 

 

   

 

 

  

 

 

 

Total Dividends

   $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
Outlay
Dividend Payment DateRecord Date Cash Outlay Record Date Cash Outlay 
November 15, 2012$0.81
 October 12, 2012 $516,170
 October 9, 2012 $43,965
 $560,135
May 15, 20130.81
 April 12, 2013 526,747
 April 9, 2013 34,856
 561,603
Total Dividends    $1,042,917
   $78,821
 $1,121,738
The payment of the cash dividends also resulted in the issuance of additional restricted share units to holders of restricted share units. Diluted weighted average Accenture plc Class A ordinary share amounts have been restated for all periods presented to reflect this issuance.


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Table of Contents
ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

Subsequent Events

On September 26, 2011,25, 2013, the Board of Directors of Accenture plc declared a semi-annual cash dividend of $0.675$0.93 per share on its Class A ordinary shares for shareholders of record at the close of business on October 14, 2011.11, 2013. Accenture plc will cause Accenture SCA to declare a semi-annual cash dividend of $0.675$0.93 per share on its Class I common shares for shareholders of record at the close of business on October 11, 2011.8, 2013. Both dividends are payable on November 15, 2011.2013. 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, 2011,25, 2013, the Board of Directors of Accenture plc approved $5,000,000$5,000,000 in additional share repurchase authority bringing the Company’s total outstanding authority for fiscal 2012 and beyond to $6,041,631.

$6,964,096.

14.    LEASE COMMITMENTS

The Company has operating leases, principally for office space, with various renewal options. Substantially all operating leases are non-cancelable or cancelable only by the payment of penalties. Rental expense in agreements with rent holidays and scheduled rent increases is recorded on a straight-line basis over the lease term. Rental expense, including operating costs and taxes and sublease income from third parties, during fiscal 2011, 20102013, 2012 and 20092011 was as follows:

   Fiscal 
   2011  2010  2009 

Rental expense

  $493,734   $467,838   $500,949  

Sublease income from third parties

   (32,503  (30,741  (33,179

 Fiscal
 2013 2012 2011
Rental expense$529,342
 $541,182
 $493,734
Sublease income from third parties(31,663) (33,171) (32,503)
Future minimum rental commitments under non-cancelable operating leases as of August 31, 2013, were as follows:
 Operating
Lease
Payments
 Operating
Sublease
Income
2014$454,655
 $(28,280)
2015364,701
 (23,821)
2016283,849
 (19,794)
2017219,043
 (15,680)
2018163,549
 (13,500)
Thereafter674,603
 (20,351)
 $2,160,400
 $(121,426)

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Table of Contents
ACCENTURE PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

Future minimum rental commitments under non-cancelable operating leases as of August 31, 2011, were as follows:

   Operating
Lease
Payments
   Operating
Sublease
Income
 

2012

  $426,611    $(29,952

2013

   304,929     (29,160

2014

   237,948     (29,813

2015

   184,465     (26,587

2016

   132,224     (21,780

Thereafter

   555,984     (30,769
  

 

 

   

 

 

 
  $1,842,161    $(168,061
  

 

 

   

 

 

 


15.    COMMITMENTS AND CONTINGENCIES

Commitments
Commitments

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, 20112013 and 2010,2012, the Company has reflected the fair value of $113,143$94,310 and $93,404,$95,957, 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.

Sheets.

Indemnifications and Guarantees

In the normal course of business and in conjunction with certain client engagements, the Company has entered into contractual arrangements through which it may be obligated to indemnify clients with respect to certain matters. These arrangements with clients can include provisions whereby the Company has joint and several liability in relation to the performance of certain contractual obligations along with third parties also providing services and products for a specific project. In addition, the Company's consulting arrangements may include warranty provisions that the Company's solutions will substantially operate in accordance with the applicable system requirements. Indemnification provisions are also included in arrangements under which the Company agrees to hold the indemnified party harmless with respect to third-party claims related to such matters as title to assets sold or licensed or certain intellectual property rights.

Typically, the Company has contractual recourse against third parties for certain payments made by the Company in connection with arrangements where third-party nonperformance has given rise to the client’s claim. Payments by the Company under any of the arrangements described above are generally conditioned on the client making a claim, which may be disputed by the Company typically under dispute resolution procedures specified in the particular arrangement. The limitations of liability under these arrangements may be expressly limited or may not be expressly specified in terms of time and/or amount.

As of August 31, 20112013 and 2010,2012, the Company’s aggregate potential liability to its clients for expressly limited guarantees involving the performance of third parties was approximately $976,000$748,000 and $556,000,$596,000, respectively, of which all but approximately $256,000$15,000 and $71,000,$21,000, respectively, may be

ACCENTURE PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

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.

To date, the Company has not been required to make any significant payment under any of the arrangements described above. The Company has assessed the current status of performance/payment risk related to arrangements with limited guarantees, warranty obligations, unspecified limitations and/or indemnification provisions and believes that any potential payments would be immaterial to the Consolidated Financial Statements, as a whole.

Legal Contingencies

As of August 31, 2011,2013, 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.


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ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

16.    SEGMENT REPORTING

Operating segments are components of an enterprise where separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance.

The Company’s chief operating decision maker is its Chief Executive Officer. The Company’s operating segments are managed separately because each operating segment represents a strategic business unit providing management consulting, technology and outsourcing services to clients in different industries.

ACCENTURE PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

The Company’s reportable operating segments are the five operating groups, which are Communications, Media & High Tech,Technology, Financial Services, Health & Public Service, Products and Resources. Information regarding the Company’s reportable operating segments is as follows:

Fiscal:

 Comm. &
High Tech
  Financial
Services
  Health &
Public
Service
             

2011

    Products  Resources  Other  Total 

Revenues before reimbursements

 $5,434,024   $5,380,674   $3,861,146   $5,931,333   $4,882,248   $17,611   $25,507,036  

Depreciation(1)

  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(2)

  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(1)

  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(2)

  566,630    97,731    420,172    449,891    455,070    (23,914  1,965,580  

2009

                     

Revenues before reimbursements

 $4,830,880   $4,322,896   $3,661,955   $4,852,581   $3,879,711   $28,827   $21,576,850  

Depreciation(1)

  55,787    63,558    28,278    80,942    50,275        278,840  

Operating income

  607,903    467,441    479,671    530,758    558,092        2,643,865  

Assets as of August 31(2)

  520,315    44,952    441,721    352,979    330,057    36,790    1,726,814  

Fiscal             
2013Communications, Media &
Technology
 Financial
Services
 Health &
Public
Service
 Products Resources Other Total
Net revenues$5,686,370
 $6,165,663
 $4,739,483
 $6,806,615
 $5,143,073
 $21,606
 $28,562,810
Depreciation (1)65,857
 64,844
 62,048
 81,888
 50,360
 
 324,997
Operating income785,543
 1,002,785
 594,417
 985,375
 970,560
 
 4,338,680
Assets as of August 31 (2)712,074
 176,601
 552,888
 667,415
 617,743
 (54,965) 2,671,756
2012             
Net revenues$5,906,724
 $5,842,776
 $4,255,631
 $6,562,974
 $5,275,001
 $19,224
 $27,862,330
Depreciation (1)64,202
 63,251
 61,994
 72,532
 56,013
 
 317,992
Operating income845,411
 809,633
 376,125
 863,860
 976,519
 
 3,871,548
Assets as of August 31 (2)582,652
 215,741
 477,536
 533,522
 484,095
 (91,557) 2,201,989
2011             
Net revenues$5,434,024
 $5,380,674
 $3,861,146
 $5,931,333
 $4,882,248
 $17,611
 $25,507,036
Depreciation (1)63,524
 56,256
 56,207
 68,136
 53,426
 
 297,549
Operating income727,761
 898,287
 318,430
 679,716
 846,263
 
 3,470,457
Assets as of August 31 (2)556,190
 189,611
 576,505
 579,616
 642,250
 (86,104) 2,458,068
_______________
(1)

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)

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.

The accounting policies of the operating segments are the same as those described in Note 1 (Summary of Significant Accounting Policies) to these Consolidated Financial Statements.


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Table of Contents
ACCENTURE PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)


Revenues are attributed to geographic regions and countries based on where client services are supervised. Information regarding geographic regions and countries is as follows:

Fiscal:

  Americas   EMEA(1)   Asia Pacific   Total 

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  

2009

        

Net revenues

  $9,403,420    $9,903,536    $2,269,894    $21,576,850  

Reimbursements

   853,035     564,886     176,197     1,594,118  
  

 

 

   

 

 

   

 

 

   

 

 

 

Revenues

   10,256,455     10,468,422     2,446,091     23,170,968  
  

 

 

   

 

 

   

 

 

   

 

 

 

Property and equipment, net as of August 31

   254,922     237,845     208,377     701,144  

FiscalAmericas EMEA(1) Asia Pacific Total
2013       
Net revenues$13,518,623
 $11,047,417
 $3,996,770
 $28,562,810
Reimbursements972,217
 576,178
 283,080
 1,831,475
Revenues14,490,840
 11,623,595
 4,279,850
 30,394,285
Property and equipment, net as of August 31317,759
 199,593
 262,323
 779,675
2012       
Net revenues$12,522,673
 $11,296,207
 $4,043,450
 $27,862,330
Reimbursements897,483
 697,622
 320,550
 1,915,655
Revenues13,420,156
 11,993,829
 4,364,000
 29,777,985
Property and equipment, net as of August 31256,697
 206,356
 316,441
 779,494
2011       
Net revenues$11,270,668
 $10,853,684
 $3,382,684
 $25,507,036
Reimbursements851,081
 699,631
 295,166
 1,845,878
Revenues12,121,749
 11,553,315
 3,677,850
 27,352,914
Property and equipment, net as of August 31235,900
 230,805
 318,526
 785,231
 _______________
(1)

EMEA includes Europe, Middle East and Africa.

The Company conducts business in the following countries that individually comprised 10% or more of consolidated Net revenues:

   Fiscal 
   2011  2010  2009 

United States

   35  36  36

United Kingdom

   10    10    10  

 Fiscal
 2013 2012 2011
United States39% 36% 35%
United Kingdom9
 9
 10
The Company conducts business in the following countries that hold 10% or more of its total consolidated Property and equipment, net:

   August 31, 
   2011  2010  2009 

United States

   23  30  30

India

   23    17    16  

 August 31,
 2013 2012 2011
United States31% 26% 23%
India17
 21
 23
Philippines9
 10
 9
Net revenues by type of work were as follows:
 Fiscal
 2013 2012 2011
Consulting$15,383,485
 $15,562,321
 $14,924,187
Outsourcing13,179,325
 12,300,009
 10,582,849
Net revenues28,562,810
 27,862,330
 25,507,036
Reimbursements1,831,475
 1,915,655
 1,845,878
Revenues$30,394,285
 $29,777,985
 $27,352,914

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Table of Contents
ACCENTURE PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

Net revenues by type of work were as follows:

   Fiscal 
   2011   2010   2009 

Consulting

  $14,924,187    $12,371,268    $12,555,652  

Outsourcing

   10,582,849     9,179,300     9,021,198  
  

 

 

   

 

 

   

 

 

 

Net revenues

   25,507,036     21,550,568     21,576,850  

Reimbursements

   1,845,878     1,543,510     1,594,118  
  

 

 

   

 

 

   

 

 

 

Revenues

  $27,352,914    $23,094,078    $23,170,968  
  

 

 

   

 

 

   

 

 

 


17.    QUARTERLY DATA (unaudited)

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)

  743,203,165    743,146,776    745,503,329    738,340,289    742,184,540  

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    3.40  

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  

ACCENTURE PLC

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

Fiscal 2010

 First
Quarter
  Second
Quarter
  Third
Quarter
  Fourth
Quarter
  Annual 

Net revenues

 $5,382,532   $5,176,438   $5,571,017   $5,420,581   $21,550,568  

Reimbursements

  365,155    361,385    404,478    412,492    1,543,510  

Revenues

  5,747,687    5,537,823    5,975,495    5,833,073    23,094,078  

Cost of services before reimbursable expenses

  3,598,578    3,486,107    3,639,367    3,575,769    14,299,821  

Reimbursable expenses

  365,155    361,385    404,478    412,492    1,543,510  

Cost of services

  3,963,733    3,847,492    4,043,845    3,988,261    15,843,331  

Operating income

  746,408    650,973    803,830    713,634    2,914,845  

Net income

  524,798    461,879    563,519    510,263    2,060,459  

Net income attributable to Accenture plc

  444,817    399,760    490,597    445,482    1,780,656  

Weighted average Class A ordinary shares:

     

—Basic

  631,527,053    638,695,204    641,355,607    637,092,938    637,170,234  

—Diluted(1)

  774,555,014    769,396,369    767,162,321    758,708,473    766,578,978  

Earnings per Class A ordinary share:

     

—Basic

 $0.70   $0.63   $0.76   $0.70   $2.79  

—Diluted(1)

  0.67    0.60    0.73    0.66    2.66  

Ordinary share price per share:

     

—High

 $41.07   $43.89   $44.67   $41.13   $44.67  

—Low(2)

  32.89    39.55    38.75    36.05    32.89  

Fiscal 2013First
Quarter
 Second
Quarter
 Third
Quarter
 Fourth
Quarter
 Annual
Net revenues$7,219,961
 $7,058,042
 $7,198,140
 $7,086,667
 $28,562,810
Reimbursements448,075
 435,278
 509,795
 438,327
 1,831,475
Revenues7,668,036
 7,493,320
 7,707,935
 7,524,994
 30,394,285
Cost of services before reimbursable expenses4,853,768
 4,827,679
 4,760,121
 4,737,067
 19,178,635
Reimbursable expenses448,075
 435,278
 509,795
 438,327
 1,831,475
Cost of services5,301,843
 5,262,957
 5,269,916
 5,175,394
 21,010,110
Operating income1,048,674
 1,164,532
 1,141,971
 983,503
 4,338,680
Net income766,031
 1,187,098
 874,063
 727,327
 3,554,519
Net income attributable to Accenture plc698,817
 1,101,802
 810,258
 671,001
 3,281,878
Weighted average Class A ordinary shares:         
—Basic639,659,238
 649,520,337
 650,625,931
 642,359,475
 645,536,995
—Diluted (1)716,630,385
 715,135,968
 714,984,161
 706,256,084
 712,763,616
Earnings per Class A ordinary share:         
—Basic$1.09
 $1.70
 $1.25
 $1.04
 $5.08
—Diluted (1)1.06
 1.65
 1.21
 1.01
 4.93
Ordinary share price per share:         
—High$71.79
 $75.97
 $84.22
 $83.30
 $84.22
—Low60.69
 65.20
 72.42
 69.00
 60.69
_______________ 
(1)

Fiscal 2010 and the

The first and second quarters of fiscal 20112013 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 2013 payment of cash dividends. This did not result in a change to previously reported Diluted earnings per share.



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Table of Contents
ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

Fiscal 2012First
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
Reimbursements514,611
 462,578
 486,100
 452,366
 1,915,655
Revenues7,589,108
 7,259,828
 7,640,790
 7,288,259
 29,777,985
Cost of services before reimbursable expenses4,822,957
 4,680,884
 4,783,785
 4,587,003
 18,874,629
Reimbursable expenses514,611
 462,578
 486,100
 452,366
 1,915,655
Cost of services5,337,568
 5,143,462
 5,269,885
 5,039,369
 20,790,284
Operating income981,138
 889,299
 1,060,761
 940,350
 3,871,548
Net income711,757
 714,190
 762,831
 636,155
 2,824,933
Net income attributable to Accenture plc642,086
 643,923
 689,219
 578,282
 2,553,510
Weighted average Class A ordinary shares:         
—Basic644,285,298
 646,452,990
 645,761,617
 636,064,228
 643,132,601
—Diluted (1)730,916,739
 730,034,891
 729,528,085
 718,489,744
 727,011,059
Earnings per Class A ordinary share:         
—Basic$1.00
 $1.00
 $1.07
 $0.90
 $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
—Low48.55
 51.08
 56.21
 54.94
 48.55
_______________ 
(2)

On May 6, 2010, between 2:40pm EDT

(1)Fiscal 2012 diluted weighted average Accenture plc Class A ordinary shares and 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 2013 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 did not result in a change to previously reported Diluted earnings per share.

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