þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Ireland | 98-0627530 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Large accelerated filer þ | Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company ¨ |
(Do not check if a smaller reporting company) |
Page | |
May 31, 2013 | August 31, 2012 | ||||||
(Unaudited) | |||||||
ASSETS | |||||||
CURRENT ASSETS: | |||||||
Cash and cash equivalents | $ | 5,938,085 | $ | 6,640,526 | |||
Short-term investments | 2,486 | 2,261 | |||||
Receivables from clients, net | 3,375,047 | 3,080,877 | |||||
Unbilled services, net | 1,475,238 | 1,399,834 | |||||
Deferred income taxes, net | 723,656 | 685,732 | |||||
Other current assets | 564,407 | 778,701 | |||||
Total current assets | 12,078,919 | 12,587,931 | |||||
NON-CURRENT ASSETS: | |||||||
Unbilled services, net | 17,262 | 12,151 | |||||
Investments | 55,577 | 28,180 | |||||
Property and equipment, net | 798,915 | 779,494 | |||||
Goodwill | 1,472,955 | 1,215,383 | |||||
Deferred contract costs | 538,361 | 537,943 | |||||
Deferred income taxes, net | 955,421 | 808,765 | |||||
Other non-current assets | 606,348 | 695,568 | |||||
Total non-current assets | 4,444,839 | 4,077,484 | |||||
TOTAL ASSETS | $ | 16,523,758 | $ | 16,665,415 | |||
LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||
CURRENT LIABILITIES: | |||||||
Current portion of long-term debt and bank borrowings | $ | — | $ | 11 | |||
Accounts payable | 922,658 | 903,847 | |||||
Deferred revenues | 2,253,450 | 2,275,052 | |||||
Accrued payroll and related benefits | 3,245,793 | 3,428,838 | |||||
Accrued consumption taxes | 321,504 | 317,622 | |||||
Income taxes payable | 283,608 | 253,527 | |||||
Deferred income taxes, net | 27,679 | 21,916 | |||||
Other accrued liabilities | 575,930 | 908,392 | |||||
Total current liabilities | 7,630,622 | 8,109,205 | |||||
NON-CURRENT LIABILITIES: | |||||||
Long-term debt | — | 22 | |||||
Deferred revenues relating to contract costs | 504,628 | 553,764 | |||||
Retirement obligation | 918,810 | 1,352,266 | |||||
Deferred income taxes, net | 147,090 | 105,544 | |||||
Income taxes payable | 1,169,842 | 1,597,590 | |||||
Other non-current liabilities | 342,706 | 322,596 | |||||
Total non-current liabilities | 3,083,076 | 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 May 31, 2013 and August 31, 2012 | 57 | 57 | |||||
Class A ordinary shares, par value $0.0000225 per share, 20,000,000,000 shares authorized, 768,553,789 and 745,749,177 shares issued as of May 31, 2013 and August 31, 2012, respectively | 17 | 16 | |||||
Class X ordinary shares, par value $0.0000225 per share, 1,000,000,000 shares authorized, 30,888,896 and 43,371,864 shares issued and outstanding as of May 31, 2013 and August 31, 2012, respectively | 1 | 1 | |||||
Restricted share units | 929,427 | 863,714 | |||||
Additional paid-in capital | 2,153,906 | 1,341,576 | |||||
Treasury shares, at cost: Ordinary, 40,000 shares as of May 31, 2013 and August 31, 2012; Class A ordinary, 122,574,101 and 112,370,409 shares as of May 31, 2013 and August 31, 2012, respectively | (6,310,666 | ) | (5,285,625 | ) | |||
Retained earnings | 9,404,277 | 7,904,242 | |||||
Accumulated other comprehensive loss | (852,152 | ) | (678,148 | ) | |||
Total Accenture plc shareholders’ equity | 5,324,867 | 4,145,833 | |||||
Noncontrolling interests | 485,193 | 478,595 | |||||
Total shareholders’ equity | 5,810,060 | 4,624,428 | |||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 16,523,758 | $ | 16,665,415 |
Three Months Ended May 31, | Nine Months Ended May 31, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
REVENUES: | |||||||||||||||
Revenues before reimbursements (“Net revenues”) | $ | 7,198,140 | $ | 7,154,690 | $ | 21,476,143 | $ | 21,026,437 | |||||||
Reimbursements | 509,795 | 486,100 | 1,393,148 | 1,463,289 | |||||||||||
Revenues | 7,707,935 | 7,640,790 | 22,869,291 | 22,489,726 | |||||||||||
OPERATING EXPENSES: | |||||||||||||||
Cost of services: | |||||||||||||||
Cost of services before reimbursable expenses | 4,760,121 | 4,783,785 | 14,441,568 | 14,287,626 | |||||||||||
Reimbursable expenses | 509,795 | 486,100 | 1,393,148 | 1,463,289 | |||||||||||
Cost of services | 5,269,916 | 5,269,885 | 15,834,716 | 15,750,915 | |||||||||||
Sales and marketing | 886,641 | 854,476 | 2,588,890 | 2,464,291 | |||||||||||
General and administrative costs | 458,631 | 455,233 | 1,363,034 | 1,342,064 | |||||||||||
Reorganization (benefits) costs, net | (49,224 | ) | 435 | (272,526 | ) | 1,258 | |||||||||
Total operating expenses | 6,565,964 | 6,580,029 | 19,514,114 | 19,558,528 | |||||||||||
OPERATING INCOME | 1,141,971 | 1,060,761 | 3,355,177 | 2,931,198 | |||||||||||
Interest income | 7,251 | 11,304 | 25,877 | 31,062 | |||||||||||
Interest expense | (3,588 | ) | (3,497 | ) | (11,778 | ) | (11,875 | ) | |||||||
Other income (expense), net | 951 | (2,115 | ) | 5,114 | 7,635 | ||||||||||
INCOME BEFORE INCOME TAXES | 1,146,585 | 1,066,453 | 3,374,390 | 2,958,020 | |||||||||||
Provision for income taxes | 272,522 | 303,622 | 547,198 | 769,242 | |||||||||||
NET INCOME | 874,063 | 762,831 | 2,827,192 | 2,188,778 | |||||||||||
Net income attributable to noncontrolling interests in Accenture SCA and Accenture Canada Holdings Inc. | (53,177 | ) | (63,203 | ) | (190,495 | ) | (185,747 | ) | |||||||
Net income attributable to noncontrolling interests – other | (10,628 | ) | (10,409 | ) | (25,819 | ) | (27,803 | ) | |||||||
NET INCOME ATTRIBUTABLE TO ACCENTURE PLC | $ | 810,258 | $ | 689,219 | $ | 2,610,878 | $ | 1,975,228 | |||||||
Weighted average Class A ordinary shares: | |||||||||||||||
Basic | 650,625,931 | 645,761,617 | 646,617,365 | 645,507,900 | |||||||||||
Diluted | 714,984,161 | 729,528,085 | 714,990,587 | 729,754,854 | |||||||||||
Earnings per Class A ordinary share: | |||||||||||||||
Basic | $ | 1.25 | $ | 1.07 | $ | 4.04 | $ | 3.06 | |||||||
Diluted | $ | 1.21 | $ | 1.03 | $ | 3.92 | $ | 2.96 | |||||||
Cash dividends per share | $ | 0.81 | $ | 0.675 | $ | 1.62 | $ | 1.35 |
Three Months Ended May 31, | Nine Months Ended May 31, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
NET INCOME | $ | 874,063 | $ | 762,831 | $ | 2,827,192 | $ | 2,188,778 | |||||||
OTHER COMPREHENSIVE LOSS, BEFORE TAX: | |||||||||||||||
Foreign currency translation adjustments | (113,117 | ) | (250,438 | ) | (135,839 | ) | (420,300 | ) | |||||||
Defined benefit plans: | |||||||||||||||
Actuarial (loss) gain arising during the period | (5,536 | ) | — | 9,303 | — | ||||||||||
Curtailment gain arising during the period | 3,473 | — | 6,409 | — | |||||||||||
Prior service cost arising during the period | — | — | (48,774 | ) | — | ||||||||||
Amortization of actuarial loss | 6,916 | 8,141 | 26,540 | 25,419 | |||||||||||
Amortization of prior service cost (credit) | 95 | (1,076 | ) | 844 | (3,311 | ) | |||||||||
Total defined benefit plans | 4,948 | 7,065 | (5,678 | ) | 22,108 | ||||||||||
Unrealized losses on cash flow hedges: | |||||||||||||||
Unrealized losses during the period | (87,081 | ) | (165,385 | ) | (76,092 | ) | (194,458 | ) | |||||||
Reclassification adjustments included in net income | 3,080 | 15,360 | 20,272 | 34,790 | |||||||||||
Total unrealized losses on cash flow hedges | (84,001 | ) | (150,025 | ) | (55,820 | ) | (159,668 | ) | |||||||
Unrealized (losses) gains on marketable securities: | |||||||||||||||
Unrealized (losses) gains during the period | — | (84 | ) | — | 158 | ||||||||||
Total unrealized (losses) gains on marketable securities | — | (84 | ) | — | 158 | ||||||||||
TOTAL OTHER COMPREHENSIVE LOSS, BEFORE TAX | (192,170 | ) | (393,482 | ) | (197,337 | ) | (557,702 | ) | |||||||
Income tax benefit related to other comprehensive loss | 17,023 | 53,759 | 11,934 | 54,562 | |||||||||||
TOTAL OTHER COMPREHENSIVE LOSS | (175,147 | ) | (339,723 | ) | (185,403 | ) | (503,140 | ) | |||||||
COMPREHENSIVE INCOME | 698,916 | 423,108 | 2,641,789 | 1,685,638 | |||||||||||
Comprehensive income attributable to noncontrolling interests | (52,216 | ) | (48,319 | ) | (204,915 | ) | (172,584 | ) | |||||||
COMPREHENSIVE INCOME ATTRIBUTABLE TO ACCENTURE PLC | $ | 646,700 | $ | 374,789 | $ | 2,436,874 | $ | 1,513,054 |
Ordinary Shares | Class A Ordinary Shares | Class X Ordinary Shares | Restricted Share Units | Additional Paid-in Capital | Treasury Shares | Retained Earnings | Accumulated Other Comprehensive Loss | Total Accenture plc Shareholders’ Equity | Noncontrolling Interests | Total Shareholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||
$ | No. Shares | $ | No. Shares | $ | No. Shares | $ | No. Shares | ||||||||||||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||
Comprehensive income: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net income | 2,610,878 | 2,610,878 | 216,314 | 2,827,192 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss | (174,004 | ) | (174,004 | ) | (11,399 | ) | (185,403 | ) | |||||||||||||||||||||||||||||||||||||||||||||||
Comprehensive income | 2,436,874 | 2,641,789 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Income tax benefit on share-based compensation plans | 195,012 | 195,012 | 195,012 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchases of Class A ordinary shares | 71,860 | (1,243,970 | ) | (16,981 | ) | (1,172,110 | ) | (71,860 | ) | (1,243,970 | ) | ||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation expense | 440,708 | 32,609 | 473,317 | 473,317 | |||||||||||||||||||||||||||||||||||||||||||||||||||
Purchases/redemptions of Accenture SCA Class I common shares, Accenture Canada Holdings Inc. exchangeable shares and Class X ordinary shares | (12,483 | ) | (189,960 | ) | (189,960 | ) | (13,608 | ) | (203,568 | ) | |||||||||||||||||||||||||||||||||||||||||||||
Issuances of Class A ordinary shares: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Employee share programs | 1 | 11,969 | (430,199 | ) | 642,824 | 218,929 | 6,777 | 431,555 | 26,539 | 458,094 | |||||||||||||||||||||||||||||||||||||||||||||
Upon redemption of Accenture SCA Class I common shares | 10,836 | 49,413 | 49,413 | (49,413 | ) | — | |||||||||||||||||||||||||||||||||||||||||||||||||
Dividends | 55,204 | (1,098,121 | ) | (1,042,917 | ) | (78,821 | ) | (1,121,738 | ) | ||||||||||||||||||||||||||||||||||||||||||||||
Other, net | 10,572 | (12,722 | ) | (2,150 | ) | (11,154 | ) | (13,304 | ) | ||||||||||||||||||||||||||||||||||||||||||||||
Balance as of May 31, 2013 | $ | 57 | 40 | $ | 17 | 768,554 | $ | 1 | 30,889 | $ | 929,427 | $ | 2,153,906 | $ | (6,310,666 | ) | (122,614 | ) | $ | 9,404,277 | $ | (852,152 | ) | $ | 5,324,867 | $ | 485,193 | $ | 5,810,060 |
2013 | 2012 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
Net income | $ | 2,827,192 | $ | 2,188,778 | |||
Adjustments to reconcile Net income to Net cash provided by operating activities — | |||||||
Depreciation, amortization and asset impairments | 439,321 | 414,636 | |||||
Reorganization (benefits) costs, net | (272,526 | ) | 1,258 | ||||
Share-based compensation expense | 473,317 | 412,389 | |||||
Deferred income taxes, net | (129,371 | ) | (132,803 | ) | |||
Other, net | (65,284 | ) | (160,073 | ) | |||
Change in assets and liabilities, net of acquisitions — | |||||||
Receivables from clients, net | (278,066 | ) | (218,540 | ) | |||
Unbilled services, current and non-current | (75,626 | ) | (246,396 | ) | |||
Other current and non-current assets | 71,857 | (18,845 | ) | ||||
Accounts payable | 24,956 | (132,028 | ) | ||||
Deferred revenues, current and non-current | (43,667 | ) | 224,298 | ||||
Accrued payroll and related benefits | (169,412 | ) | 110,747 | ||||
Income taxes payable, current and non-current | (254,699 | ) | 35,936 | ||||
Other current and non-current liabilities | (520,374 | ) | 69,304 | ||||
Net cash provided by operating activities | 2,027,618 | 2,548,661 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||
Proceeds from maturities and sales of available-for-sale investments | — | 12,549 | |||||
Purchases of available-for-sale investments | — | (7,554 | ) | ||||
Proceeds from sales of property and equipment | 12,880 | 2,635 | |||||
Purchases of property and equipment | (267,364 | ) | (256,716 | ) | |||
Purchases of businesses and investments, net of cash acquired | (369,145 | ) | (173,684 | ) | |||
Net cash used in investing activities | (623,629 | ) | (422,770 | ) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
Proceeds from issuance of ordinary shares | 458,094 | 397,665 | |||||
Purchases of shares | (1,447,538 | ) | (1,403,100 | ) | |||
Repayments of long-term debt, net | (34 | ) | (6,346 | ) | |||
Proceeds from short-term borrowings, net | 69 | 5,344 | |||||
Cash dividends paid | (1,121,738 | ) | (950,857 | ) | |||
Excess tax benefits from share-based payment arrangements | 95,121 | 70,410 | |||||
Other, net | (25,967 | ) | (28,987 | ) | |||
Net cash used in financing activities | (2,041,993 | ) | (1,915,871 | ) | |||
Effect of exchange rate changes on cash and cash equivalents | (64,437 | ) | (282,439 | ) | |||
NET DECREASE IN CASH AND CASH EQUIVALENTS | (702,441 | ) | (72,419 | ) | |||
CASH AND CASH EQUIVALENTS, beginning of period | 6,640,526 | 5,701,078 | |||||
CASH AND CASH EQUIVALENTS, end of period | $ | 5,938,085 | $ | 5,628,659 |
Three Months Ended May 31, | Nine Months Ended May 31, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Basic Earnings per share | |||||||||||||||
Net income attributable to Accenture plc | $ | 810,258 | $ | 689,219 | $ | 2,610,878 | $ | 1,975,228 | |||||||
Basic weighted average Class A ordinary shares | 650,625,931 | 645,761,617 | 646,617,365 | 645,507,900 | |||||||||||
Basic earnings per share | $ | 1.25 | $ | 1.07 | $ | 4.04 | $ | 3.06 | |||||||
Diluted Earnings per share | |||||||||||||||
Net income attributable to Accenture plc | $ | 810,258 | $ | 689,219 | $ | 2,610,878 | $ | 1,975,228 | |||||||
Net income attributable to noncontrolling interests in Accenture SCA and Accenture Canada Holdings Inc. (1) | 53,177 | 63,203 | 190,495 | 185,747 | |||||||||||
Net income for diluted earnings per share calculation | $ | 863,435 | $ | 752,422 | $ | 2,801,373 | $ | 2,160,975 | |||||||
Basic weighted average Class A ordinary shares | 650,625,931 | 645,761,617 | 646,617,365 | 645,507,900 | |||||||||||
Class A ordinary shares issuable upon redemption/exchange of noncontrolling interests (1) | 42,735,065 | 59,205,983 | 47,612,585 | 60,730,644 | |||||||||||
Diluted effect of employee compensation related to Class A ordinary shares (2) | 21,562,644 | 24,452,125 | 20,747,594 | 23,453,555 | |||||||||||
Diluted effect of share purchase plans related to Class A ordinary shares | 60,521 | 108,360 | 13,043 | 62,755 | |||||||||||
Diluted weighted average Class A ordinary shares (2) | 714,984,161 | 729,528,085 | 714,990,587 | 729,754,854 | |||||||||||
Diluted earnings per share (2) | $ | 1.21 | $ | 1.03 | $ | 3.92 | $ | 2.96 |
(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) | Diluted weighted average Accenture plc Class A ordinary shares and earnings per share amounts for the three and nine months ended May 31, 2012 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 payments of cash dividends during fiscal 2013. This did not result in a change to previously reported Diluted earnings per share. |
Three Months Ended May 31, | Nine Months Ended May 31, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Reorganization liability, beginning of period | $ | 64,279 | $ | 287,913 | $ | 268,806 | $ | 307,286 | |||||||
Final determinations | (49,690 | ) | — | (273,945 | ) | — | |||||||||
Interest expense accrued | 466 | 435 | 1,419 | 1,258 | |||||||||||
Other adjustments | 787 | — | 3,532 | — | |||||||||||
Foreign currency translation adjustments | 1,942 | (22,645 | ) | 17,972 | (42,841 | ) | |||||||||
Reorganization liability, end of period | $ | 17,784 | $ | 265,703 | $ | 17,784 | $ | 265,703 |
August 31, 2012 | Additions/ Adjustments | Foreign Currency Translation Adjustments | May 31, 2013 | ||||||||||||
Communications, Media & Technology | $ | 168,413 | $ | 44,498 | $ | (6,095 | ) | $ | 206,816 | ||||||
Financial Services | 407,956 | 48,791 | (2,707 | ) | 454,040 | ||||||||||
Health & Public Service | 285,333 | 10,907 | (999 | ) | 295,241 | ||||||||||
Products | 270,178 | 156,284 | (1,555 | ) | 424,907 | ||||||||||
Resources | 83,503 | 10,470 | (2,022 | ) | 91,951 | ||||||||||
Total | $ | 1,215,383 | $ | 270,950 | $ | (13,378 | ) | $ | 1,472,955 |
Three Months Ended May 31, | |||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||
Before Tax | Income Tax Benefit (Expense) | Net of Tax | Before Tax | Income Tax Benefit (Expense) | Net of Tax | ||||||||||||||||||
Foreign currency translation adjustments | $ | (113,117 | ) | $ | 370 | $ | (112,747 | ) | $ | (250,438 | ) | $ | 553 | $ | (249,885 | ) | |||||||
Defined benefit plans | 4,948 | (12,855 | ) | (7,907 | ) | 7,065 | (3,035 | ) | 4,030 | ||||||||||||||
Unrealized (losses) gains on cash flow hedges | (84,001 | ) | 29,508 | (54,493 | ) | (150,025 | ) | 56,241 | (93,784 | ) | |||||||||||||
Unrealized losses on marketable securities | — | — | — | (84 | ) | — | (84 | ) | |||||||||||||||
Other comprehensive (loss) income | $ | (192,170 | ) | $ | 17,023 | $ | (175,147 | ) | $ | (393,482 | ) | $ | 53,759 | $ | (339,723 | ) |
Nine Months Ended May 31, | |||||||||||||||||||||||
2013 | 2012 | ||||||||||||||||||||||
Before Tax | Income Tax Benefit (Expense) | Net of Tax | Before Tax | Income Tax Benefit (Expense) | Net of Tax | ||||||||||||||||||
Foreign currency translation adjustments | $ | (135,839 | ) | $ | 101 | $ | (135,738 | ) | $ | (420,300 | ) | $ | 1,892 | $ | (418,408 | ) | |||||||
Defined benefit plans | (5,678 | ) | (8,063 | ) | (13,741 | ) | 22,108 | (8,485 | ) | 13,623 | |||||||||||||
Unrealized (losses) gains on cash flow hedges | (55,820 | ) | 19,896 | (35,924 | ) | (159,668 | ) | 61,155 | (98,513 | ) | |||||||||||||
Unrealized gains on marketable securities | — | — | — | 158 | — | 158 | |||||||||||||||||
Other comprehensive (loss) income | $ | (197,337 | ) | $ | 11,934 | $ | (185,403 | ) | $ | (557,702 | ) | $ | 54,562 | $ | (503,140 | ) |
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, 2012 | $ | 0.81 | October 12, 2012 | $ | 516,170 | October 9, 2012 | $ | 43,965 | $ | 560,135 | ||||||||||
May 15, 2013 | 0.81 | April 12, 2013 | 526,747 | April 9, 2013 | 34,856 | 561,603 | ||||||||||||||
Total Dividends | $ | 1,042,917 | $ | 78,821 | $ | 1,121,738 |
Nine Months Ended May 31, | |||||||
2013 | 2012 | ||||||
Net unrealized (losses) gains on cash flow hedges, beginning of period | $ | (31,752 | ) | $ | 52,315 | ||
Change in fair value | (76,092 | ) | (194,458 | ) | |||
Reclassification adjustments into Cost of services | 20,272 | 34,790 | |||||
Portion attributable to Noncontrolling interests | 3,416 | 13,237 | |||||
Net unrealized losses on cash flow hedges, end of period | $ | (84,156 | ) | $ | (94,116 | ) |
May 31, 2013 | August 31, 2012 | ||||||
Assets | |||||||
Cash Flow Hedges | |||||||
Other current assets | $ | 7,888 | $ | 15,392 | |||
Other non-current assets | 4,408 | 36,106 | |||||
Other Derivatives | |||||||
Other current assets | 10,133 | 9,988 | |||||
Total assets | $ | 22,429 | $ | 61,486 | |||
Liabilities | |||||||
Cash Flow Hedges | |||||||
Other accrued liabilities | $ | 58,941 | $ | 59,458 | |||
Other non-current liabilities | 40,606 | 23,471 | |||||
Other Derivatives | |||||||
Other accrued liabilities | 42,740 | 11,147 | |||||
Total liabilities | $ | 142,287 | $ | 94,076 | |||
Total fair value | $ | (119,858 | ) | $ | (32,590 | ) | |
Total notional value | $ | 5,205,934 | $ | 4,853,191 |
Three Months Ended May 31, | |||||||||||||||
2013 | 2012 | ||||||||||||||
Net Revenues | Operating Income | Net Revenues | Operating Income | ||||||||||||
Communications, Media & Technology | $ | 1,425,655 | $ | 213,359 | $ | 1,505,403 | $ | 232,548 | |||||||
Financial Services | 1,574,479 | 275,730 | 1,502,473 | 216,451 | |||||||||||
Health & Public Service | 1,191,070 | 167,524 | 1,088,353 | 115,666 | |||||||||||
Products | 1,724,596 | 263,978 | 1,701,823 | 241,558 | |||||||||||
Resources | 1,279,221 | 221,380 | 1,351,838 | 254,538 | |||||||||||
Other | 3,119 | — | 4,800 | — | |||||||||||
Total | $ | 7,198,140 | $ | 1,141,971 | $ | 7,154,690 | $ | 1,060,761 |
Nine Months Ended May 31, | |||||||||||||||
2013 | 2012 | ||||||||||||||
Net Revenues | Operating Income | Net Revenues | Operating Income | ||||||||||||
Communications, Media & Technology | $ | 4,295,930 | $ | 622,151 | $ | 4,521,967 | $ | 664,481 | |||||||
Financial Services | 4,646,286 | 760,986 | 4,362,931 | 574,020 | |||||||||||
Health & Public Service | 3,558,478 | 499,201 | 3,198,534 | 328,093 | |||||||||||
Products | 5,103,858 | 763,904 | 4,955,972 | 644,590 | |||||||||||
Resources | 3,852,560 | 708,935 | 3,971,914 | 720,014 | |||||||||||
Other | 19,031 | — | 15,119 | — | |||||||||||
Total | $ | 21,476,143 | $ | 3,355,177 | $ | 21,026,437 | $ | 2,931,198 |
• | 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. |
• | 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. |
• | 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. |
• | The markets in which we compete are highly competitive, and we might not be able to compete effectively. |
• | We could have liability or our reputation could be damaged if we fail to protect client and/or Accenture data or information systems as obligated by law or contract or if our information systems are breached. |
• | 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. |
• | As a result of our geographically diverse operations and our growth strategy to continue geographic expansion, we are more susceptible to certain risks. |
• | Our Global Delivery Network is increasingly concentrated in India and the Philippines, which may expose us to operational risks. |
• | 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 our pricing estimates do not accurately anticipate the cost, risk and complexity of performing our work or third parties upon whom we rely do not meet their commitments, then our contracts could have delivery inefficiencies and be unprofitable. |
• | Our work with government clients exposes us to additional risks inherent in the government contracting environment. |
• | Our business could be materially adversely affected if we incur legal liability in connection with providing our services and solutions. |
• | Our results of operations could be materially adversely affected by fluctuations in foreign currency exchange rates. |
• | Our alliance relationships may not be successful or may change, which could adversely affect our results of operations. |
• | 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. |
• | Our services or solutions could infringe upon the intellectual property rights of others or we might lose our ability to utilize the intellectual property of others. |
• | We have only a limited ability to protect our intellectual property rights, which are important to our success. |
• | Our ability to attract and retain business and employees may depend on our reputation in the marketplace. |
• | We might not be successful at identifying, acquiring or integrating businesses or entering into joint ventures. |
• | 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. |
• | Many of our contracts include 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. |
• | 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. |
• | If we are unable to manage the organizational challenges associated with our size, we might be unable to achieve our business objectives. |
• | 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 share price and results of operations could fluctuate and be difficult to predict. |
• | Our results of operations and share price could be adversely affected if we are unable to maintain effective internal controls. |
• | We are incorporated in Ireland and a significant portion of our assets are located outside the United States. As a result, it might not be possible for shareholders to enforce civil liability provisions of the federal or state securities laws of the United States. We may also be subject to criticism and negative publicity related to our incorporation in Ireland. |
• | Irish law differs from the laws in effect in the United States and might afford less protection to shareholders. |
• | We might be unable to access additional capital on favorable terms or at all. If we raise equity capital, it may dilute our shareholders’ ownership interest in us. |
Three Months Ended May 31, | Percent Increase (Decrease) U.S. Dollars | Percent Increase (Decrease) Local Currency | Percent of Total Net Revenues for the Three Months Ended May 31, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||
(in millions of U.S. dollars) | |||||||||||||||||||
OPERATING GROUPS | |||||||||||||||||||
Communications, Media & Technology | $ | 1,426 | $ | 1,505 | (5 | )% | (3 | )% | 20 | % | 21 | % | |||||||
Financial Services | 1,574 | 1,502 | 5 | 8 | 22 | 21 | |||||||||||||
Health & Public Service | 1,191 | 1,088 | 9 | 11 | 16 | 15 | |||||||||||||
Products | 1,725 | 1,702 | 1 | 4 | 24 | 24 | |||||||||||||
Resources | 1,279 | 1,352 | (5 | ) | (3 | ) | 18 | 19 | |||||||||||
Other | 3 | 5 | n/m | n/m | — | — | |||||||||||||
TOTAL NET REVENUES | 7,198 | 7,155 | 1 | % | 3 | % | 100 | % | 100 | % | |||||||||
Reimbursements | 510 | 486 | 5 | ||||||||||||||||
TOTAL REVENUES | $ | 7,708 | $ | 7,641 | 1 | % | |||||||||||||
GEOGRAPHIC REGIONS | |||||||||||||||||||
Americas | $ | 3,444 | $ | 3,227 | 7 | % | 8 | % | 48 | % | 45 | % | |||||||
EMEA (1) | 2,778 | 2,907 | (4 | ) | (1 | ) | 39 | 41 | |||||||||||
Asia Pacific | 975 | 1,021 | (5 | ) | — | 13 | 14 | ||||||||||||
TOTAL NET REVENUES | $ | 7,198 | $ | 7,155 | 1 | % | 3 | % | 100 | % | 100 | % | |||||||
TYPE OF WORK | |||||||||||||||||||
Consulting | $ | 3,867 | $ | 3,965 | (2 | )% | — | % | 54 | % | 55 | % | |||||||
Outsourcing | 3,331 | 3,189 | 4 | 7 | 46 | 45 | |||||||||||||
TOTAL NET REVENUES | $ | 7,198 | $ | 7,155 | 1 | % | 3 | % | 100 | % | 100 | % |
(1) | EMEA includes Europe, the Middle East and Africa. |
(2) | Amounts in table may not total due to rounding. |
• | Communications, Media & Technology net revenues decreased 3% in local currency. Outsourcing revenues declined modestly, due to 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 revenues decreased in Electronics & High Tech in Asia Pacific. These declines were partially offset by strong growth in Americas across all industry groups. Consulting revenues declined slightly, due to Media & Entertainment and Communications in Americas and Electronics & High Tech in Asia Pacific and EMEA. These declines were partially offset by strong growth in Communications in EMEA and 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 the third quarter of fiscal 2013. We expect these trends will continue to impact our net revenue growth in the near term. |
• | Financial Services net revenues increased 8% in local currency. Outsourcing revenues reflected very strong growth, driven by all industry groups in Americas and Banking in EMEA. Consulting revenues reflected slight growth, driven by growth in Insurance in Asia Pacific and Americas and Capital Markets in EMEA. These increases were partially offset by declines in Insurance in EMEA and Banking in EMEA and 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. |
• | Health & Public Service net revenues increased 11% 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 declines in Public Service in EMEA and Health in Asia Pacific. Outsourcing revenues also reflected strong growth, led by Health in Americas and Asia Pacific, and Public Service in Americas. |
• | Products net revenues increased 4% in local currency. Outsourcing revenues reflected strong growth, driven by growth across all geographic regions and industry groups, led by Life Sciences, Retail and Industrial Equipment. Consulting revenues reflected a modest decline, due to declines in Americas in Consumer Goods & Services and Retail, Asia Pacific across most industry groups and EMEA in Retail. These decreases were partially offset by growth in EMEA in Consumer Goods & Services and Life Sciences, and Americas in Industrial Equipment. Some of our clients are reducing and/or deferring their level of consulting investments, particularly short-term projects. This had a higher than expected negative impact on our consulting revenues during the third quarter of fiscal 2013. In addition, several large systems integration projects have ended or have transitioned to smaller phases. We expect to continue to experience higher demand for outsourcing services, including transformational projects, and a lower demand for short-term consulting services in the near term. |
• | Resources net revenues decreased 3% in local currency. Outsourcing revenues were flat, as growth in Utilities and Energy in Asia Pacific and all industry groups in EMEA, was offset by declines in all industry groups in Americas. Consulting revenues reflected a modest decline, as significant growth in Chemicals in Americas was more than offset by declines in Natural Resources in Asia Pacific and Americas, Utilities in EMEA and Energy in Americas. Some of our clients, primarily in Natural Resources and Utilities, reduced their level of consulting investments and demand for our outsourcing services continued to moderate. These trends had a higher than expected negative impact on our revenues during the third quarter of fiscal 2013, particularly in Brazil. In addition, several large systems integration projects have ended or have transitioned to smaller phases. We expect Resources year-over-year net revenue growth to continue to decline slightly in the near term. |
• | Americas net revenues increased 8% in local currency, driven by growth in the United States, partially offset by a decline in Brazil. |
• | EMEA net revenues decreased 1% 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 Norway. These declines were partially offset by growth in most countries across the remainder of the region, led by Switzerland, the Netherlands, the United Kingdom, Germany, South Africa and Italy. |
• | Asia Pacific net revenues were flat in local currency, as growth in China and India was offset by declines in Australia and Japan. |
Three Months Ended May 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Operating Income | Operating Margin | Operating Income | Operating Margin | ||||||||||
(in millions of U.S. dollars) | |||||||||||||
Communications, Media & Technology | $ | 213 | 15 | % | $ | 233 | 15 | % | |||||
Financial Services | 276 | 18 | 216 | 14 | |||||||||
Health & Public Service | 168 | 14 | 116 | 11 | |||||||||
Products | 264 | 15 | 242 | 14 | |||||||||
Resources | 221 | 17 | 255 | 19 | |||||||||
Total | $ | 1,142 | 15.9 | % | $ | 1,061 | 14.8 | % |
(1) | Amounts in table may not total due to rounding. |
Three Months Ended May 31, | |||||||||||||||||||||||||
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) | |||||||||||||||||||
(in millions of U.S. dollars) | |||||||||||||||||||||||||
Communications, Media & Technology | $ | 213 | $ | 10 | $ | 204 | 14 | % | $ | 233 | 15 | % | $ | (29 | ) | ||||||||||
Financial Services | 276 | 11 | 265 | 17 | 216 | 14 | 49 | ||||||||||||||||||
Health & Public Service | 168 | 9 | 159 | 13 | 116 | 11 | 43 | ||||||||||||||||||
Products | 264 | 12 | 252 | 15 | 242 | 14 | 11 | ||||||||||||||||||
Resources | 221 | 9 | 212 | 17 | 255 | 19 | (42 | ) | |||||||||||||||||
Total | $ | 1,142 | $ | 50 | $ | 1,092 | 15.2 | % | $ | 1,061 | 14.8 | % | $ | 32 |
(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 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. |
• | Communications, Media & Technology operating income decreased, primarily due to a decline in revenues, including an expected significant year-over-year decline from one outsourcing contract, and higher sales and marketing costs as a percentage of net revenues. |
• | Financial Services operating income increased, primarily due to strong outsourcing revenue growth and improved consulting contract profitability. Operating income for the third quarter of fiscal 2012 included the impact of costs related to acquisitions. |
• | Health & Public Service operating income increased, primarily due to revenue growth and improved outsourcing contract profitability. |
• | Products operating income increased, primarily due to strong outsourcing revenue growth and improved outsourcing contract profitability, partially offset by a decline in consulting revenues and higher sales and marketing costs as a percentage of net revenues. |
• | Resources operating income decreased, primarily due to a decline in consulting revenue and higher sales and marketing costs as a percentage of net revenues. |
Nine Months Ended May 31, | Percent Increase (Decrease) U.S. Dollars | Percent Increase (Decrease) Local Currency | Percent of Total Net Revenues for the Nine Months Ended May 31, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||
(in millions of U.S. dollars) | |||||||||||||||||||
OPERATING GROUPS | |||||||||||||||||||
Communications, Media & Technology | $ | 4,296 | $ | 4,522 | (5 | )% | (3 | )% | 20 | % | 21 | % | |||||||
Financial Services | 4,646 | 4,363 | 6 | 9 | 22 | 21 | |||||||||||||
Health & Public Service | 3,558 | 3,199 | 11 | 12 | 16 | 15 | |||||||||||||
Products | 5,104 | 4,956 | 3 | 5 | 24 | 24 | |||||||||||||
Resources | 3,853 | 3,972 | (3 | ) | (1 | ) | 18 | 19 | |||||||||||
Other | 19 | 15 | n/m | n/m | — | — | |||||||||||||
TOTAL NET REVENUES | 21,476 | 21,026 | 2 | % | 4 | % | 100 | % | 100 | % | |||||||||
Reimbursements | 1,393 | 1,463 | (5 | ) | |||||||||||||||
TOTAL REVENUES | $ | 22,869 | $ | 22,490 | 2 | % | |||||||||||||
GEOGRAPHIC REGIONS | |||||||||||||||||||
Americas | $ | 10,057 | $ | 9,329 | 8 | % | 9 | % | 47 | % | 44 | % | |||||||
EMEA | 8,404 | 8,713 | (4 | ) | (1 | ) | 39 | 42 | |||||||||||
Asia Pacific | 3,015 | 2,984 | 1 | 4 | 14 | 14 | |||||||||||||
TOTAL NET REVENUES | $ | 21,476 | $ | 21,026 | 2 | % | 4 | % | 100 | % | 100 | % | |||||||
TYPE OF WORK | |||||||||||||||||||
Consulting | $ | 11,580 | $ | 11,824 | (2 | )% | — | % | 54 | % | 56 | % | |||||||
Outsourcing | 9,896 | 9,202 | 8 | 10 | 46 | 44 | |||||||||||||
TOTAL NET REVENUES | $ | 21,476 | $ | 21,026 | 2 | % | 4 | % | 100 | % | 100 | % |
(1) | Amounts in table may not total due to rounding. |
• | Communications, Media & Technology net revenues decreased 3% 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 decreased, 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 the nine months ended May 31, 2013. We expect these trends will continue to impact our net revenue growth in the near term. |
• | Financial Services net revenues increased 9% 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 significant growth in Insurance in Americas, all industry groups in Asia Pacific and Capital Markets in EMEA. These increases were partially offset by declines in Banking in EMEA and Americas and Insurance in EMEA. 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. |
• | Health & Public Service net revenues increased 12% in local currency. Consulting revenues reflected strong growth, led by Public Service in Asia Pacific and Americas 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 Health in Americas and Asia Pacific, and Public Service in Americas. |
• | Products net revenues increased 5% in local currency. Outsourcing revenues reflected very strong growth, driven by growth across all geographic regions and industry groups, led by Retail, Life Sciences and Industrial Equipment. Consulting revenues reflected a slight decline, due to declines in Asia Pacific across most industry groups, EMEA and Americas in Retail, and Americas in Consumer Goods & Services. These decreases were partially offset by growth in EMEA and Americas in Life Sciences and Americas in Industrial Equipment. Some of our clients are reducing and/or deferring their level of consulting investments, particularly short-term projects. In addition, several large systems integration projects have ended or have transitioned to smaller phases. We expect to continue to experience higher demand for outsourcing services, including transformational projects, and a lower demand for short-term consulting services in the near term. |
• | Resources net revenues decreased 1% in local currency. Outsourcing revenues reflected modest growth, driven by all industry groups in EMEA and Utilities in Asia Pacific, partially offset by a decline in Utilities in Americas. Consulting revenues reflected a modest decline, as growth in Chemicals in Americas and Natural Resources in EMEA were more than offset by declines in Natural Resources in Americas and Asia Pacific, Utilities in EMEA and Energy in Americas. Some of our clients, primarily in Natural Resources and Utilities, reduced their level of consulting investments. In addition, several large systems integration projects have ended or have transitioned to smaller phases and demand for our outsourcing services has moderated. We expect Resources year-over-year net revenue growth to continue to decline slightly in the near term. |
• | Americas net revenues increased 9% in local currency, driven by growth in the United States. |
• | EMEA net revenues decreased 1% 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 and Sweden. These declines were partially offset by growth in South Africa, Germany, Switzerland, the Netherlands, Ireland and Italy. |
• | Asia Pacific net revenues increased 4% in local currency, driven by growth in China, Australia, India and Singapore, partially offset by declines in Japan, Malaysia and South Korea. |
Nine Months Ended May 31, | |||||||||||||
2013 | 2012 | ||||||||||||
Operating Income | Operating Margin | Operating Income | Operating Margin | ||||||||||
(in millions of U.S. dollars) | |||||||||||||
Communications, Media & Technology | $ | 622 | 14 | % | $ | 664 | 15 | % | |||||
Financial Services | 761 | 16 | 574 | 13 | |||||||||
Health & Public Service | 499 | 14 | 328 | 10 | |||||||||
Products | 764 | 15 | 645 | 13 | |||||||||
Resources | 709 | 18 | 720 | 18 | |||||||||
Total | $ | 3,355 | 15.6 | % | $ | 2,931 | 13.9 | % |
Nine Months Ended May 31, | |||||||||||||||||||||||||
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) | |||||||||||||||||||
(in millions of U.S. dollars) | |||||||||||||||||||||||||
Communications, Media & Technology | $ | 622 | $ | 53 | $ | 569 | 13 | % | $ | 664 | 15 | % | $ | (95 | ) | ||||||||||
Financial Services | 761 | 59 | 702 | 15 | 574 | 13 | 128 | ||||||||||||||||||
Health & Public Service | 499 | 48 | 451 | 13 | 328 | 10 | 123 | ||||||||||||||||||
Products | 764 | 65 | 699 | 14 | 645 | 13 | 55 | ||||||||||||||||||
Resources | 709 | 49 | 660 | 17 | 720 | 18 | (60 | ) | |||||||||||||||||
Total | $ | 3,355 | $ | 274 | $ | 3,081 | 14.3 | % | $ | 2,931 | 13.9 | % | $ | 150 |
(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 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. |
• | Communications, Media & Technology operating income decreased, primarily due to a decline in consulting revenue and higher sales and marketing costs as a percentage of net revenues, partially offset by improved outsourcing contract profitability. Operating income was also impacted by an expected significant year-over-year revenue decline from one outsourcing contract. |
• | Financial Services operating income increased, primarily due to strong outsourcing revenue growth and improved outsourcing and consulting contract profitability. Operating income for the nine months ended May 31, 2012 included the impact of costs related to acquisitions. |
• | Health & Public Service operating income increased, primarily due to revenue growth and improved outsourcing contract profitability. |
• | Products operating income increased, primarily due to strong outsourcing revenue growth and improved outsourcing and consulting contract profitability, partially offset by a decline in consulting revenues. |
• | Resources operating income decreased, primarily due to a decline in consulting revenue and higher sales and marketing costs as a percentage of net revenues. |
• | facilitate purchases, redemptions and exchanges of shares and pay dividends; |
• | acquire complementary businesses or technologies; |
• | take advantage of opportunities, including more rapid expansion; or |
• | develop new services and solutions. |
Nine Months Ended May 31, | |||||||||||
2013 | 2012 | Change | |||||||||
(in millions of U.S. dollars) | |||||||||||
Net cash provided by (used in): | |||||||||||
Operating activities | $ | 2,028 | $ | 2,549 | $ | (521 | ) | ||||
Investing activities | (624 | ) | (423 | ) | (201 | ) | |||||
Financing activities | (2,042 | ) | (1,916 | ) | (126 | ) | |||||
Effect of exchange rate changes on cash and cash equivalents | (64 | ) | (282 | ) | 218 | ||||||
Net decrease in cash and cash equivalents | $ | (702 | ) | $ | (72 | ) | $ | (630 | ) |
Facility Amount | Borrowings Under Facilities | ||||||
(in millions of U.S. dollars) | |||||||
Syndicated loan facility | $ | 1,000 | $ | — | |||
Separate, uncommitted, unsecured multicurrency revolving credit facilities | 511 | — | |||||
Local guaranteed and non-guaranteed lines of credit | 130 | — | |||||
Total | $ | 1,641 | $ | — |
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) | 13,275,555 | $ | 993 | — | $ | — | |||||||
Other share purchase programs | — | — | 2,863,687 | 204 | |||||||||
Other purchases (2) | 3,705,389 | 251 | — | — | |||||||||
Total | 16,980,944 | $ | 1,244 | 2,863,687 | $ | 204 |
(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 the nine months ended May 31, 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. |
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) | ||||||||||||||
March 1, 2013 — March 31, 2013 | ||||||||||||||
Class A ordinary shares | 17,902 | $ | 74.29 | — | $ | 3,589 | ||||||||
Class X ordinary shares | — | $ | 0.0000225 | — | — | |||||||||
April 1, 2013 — April 30, 2013 | ||||||||||||||
Class A ordinary shares | 2,821,235 | $ | 77.17 | 2,808,200 | $ | 3,341 | ||||||||
Class X ordinary shares | 558,444 | $ | 0.0000225 | — | — | |||||||||
May 1, 2013 — May 31, 2013 | ||||||||||||||
Class A ordinary shares | 4,433,441 | $ | 81.24 | 4,325,463 | $ | 2,982 | ||||||||
Class X ordinary shares | 452,971 | $ | 0.0000225 | — | — | |||||||||
Total | ||||||||||||||
Class A ordinary shares (4) | 7,272,578 | $ | 79.64 | 7,133,663 | ||||||||||
Class X ordinary shares (5) | 1,011,415 | $ | 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 third quarter of fiscal 2013, we purchased 7,133,663 Accenture plc Class A ordinary shares under this program for an aggregate price of $568 million. The open-market purchase program does not have an expiration date. |
(3) | As of May 31, 2013, our aggregate available authorization for share purchases and redemptions was $2,982 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 May 31, 2013, the Board of Directors of Accenture plc has authorized an aggregate of $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. |
(4) | During the third quarter of fiscal 2013, Accenture purchased 138,915 Accenture plc Class A ordinary shares in transactions unrelated to publicly announced share plans or programs. These transactions 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 third quarter of fiscal 2013, we redeemed 1,011,415 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 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 the Plans or Programs (3) | |||||||||
Accenture SCA | |||||||||||||
March 1, 2013 — March 31, 2013 | |||||||||||||
Class I common shares | — | — | — | — | |||||||||
April 1, 2013 — April 30, 2013 | |||||||||||||
Class I common shares | 348,713 | $ | 77.28 | — | — | ||||||||
May 1, 2013 — May 31, 2013 | |||||||||||||
Class I common shares | 83,465 | $ | 80.28 | — | — | ||||||||
Total | |||||||||||||
Class I common shares | 432,178 | $ | 77.86 | — | — | ||||||||
Accenture Canada Holdings Inc. | |||||||||||||
March 1, 2013 — March 31, 2013 | |||||||||||||
Exchangeable shares | — | — | — | — | |||||||||
April 1, 2013 — April 30, 2013 | |||||||||||||
Exchangeable shares | 60,400 | $ | 80.71 | — | — | ||||||||
May 1, 2013 — May 31, 2013 | |||||||||||||
Exchangeable shares | — | — | — | — | |||||||||
Total | |||||||||||||
Exchangeable shares | 60,400 | $ | 80.71 | — | — |
(1) | During the third quarter of fiscal 2013, we acquired a total of 432,178 Accenture SCA Class I common shares and 60,400 Accenture Canada Holdings Inc. exchangeable shares from current and former members of Accenture Leadership and their permitted transferees by means of purchase or redemption for cash, or employee forfeiture, as applicable. In addition, during the third quarter of fiscal 2013, we issued 459,009 Accenture plc Class A ordinary shares upon redemptions of an equivalent number of Accenture SCA Class I common shares pursuant to the 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 May 31, 2013, our aggregate available authorization for share purchases and redemptions was $2,982 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 May 31, 2013, the Board of Directors of Accenture plc has authorized an aggregate of $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. |
Exhibit Number | Exhibit | |
3.1 | Amended and Restated Memorandum and Articles of Association of Accenture plc (incorporated by reference to Exhibit 3.1 to Accenture plc’s 8-K filed on February 9, 2012) | |
10.1 | 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) | |
10.2 | Employment Agreement between Accenture SAS and Pierre Nanterme dated as of June 26, 2013 | |
31.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2 | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1 | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
32.2 | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101 | The following financial information from Accenture plc’s Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of February 28, 2013 (Unaudited) and August 31, 2012, (ii) Consolidated Income Statements (Unaudited) for the three and six months ended February 28, 2013 and February 29, 2012, (iii) Consolidated Statements of Comprehensive Income (Unaudited) for the three and six months ended February 28, 2013 and February 29, 2012, (iv) Consolidated Shareholders’ Equity Statement (Unaudited) for the six months ended February 28, 2013, (v) Consolidated Cash Flows Statements (Unaudited) for the six months ended February 28, 2013 and February 29, 2012 and (vi) the Notes to Consolidated Financial Statements (Unaudited) |
ACCENTURE PLC | ||
By: | /s/ Pamela J. Craig | |
Name: | Pamela J. Craig | |
Title: | Chief Financial Officer | |
(Principal Financial Officer and Authorized Signatory) |
Exhibit Number | Exhibit | |
3.1 | Amended and Restated Memorandum and Articles of Association of Accenture plc (incorporated by reference to Exhibit 3.1 to Accenture plc’s 8-K filed on February 9, 2012) | |
10.1 | 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) | |
10.2 | Employment Agreement between Accenture SAS and Pierre Nanterme dated as of June 26, 2013 | |
31.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2 | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1 | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
32.2 | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101 | The following financial information from Accenture plc’s Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of February 28, 2013 (Unaudited) and August 31, 2012, (ii) Consolidated Income Statements (Unaudited) for the three and six months ended February 28, 2013 and February 29, 2012, (iii) Consolidated Statements of Comprehensive Income (Unaudited) for the three and six months ended February 28, 2013 and February 29, 2012, (iv) Consolidated Shareholders’ Equity Statement (Unaudited) for the six months ended February 28, 2013, (v) Consolidated Cash Flows Statements (Unaudited) for the six months ended February 28, 2013 and February 29, 2012 and (vi) the Notes to Consolidated Financial Statements (Unaudited) |
EMPLOYER | ACCENTURE SAS, a simplified joint stock company (Société par Actions Simplifiée) with share capital of €17,250,000, the registered office of which is at 118, avenue de France, 75013 Paris, France, listed on the Paris Companies Register under the number B 732 075 312, represented for the purposes of this agreement by Mr Christian NIBOUREL in his capacity as Chairman of ACCENTURE SAS, hereinafter referred to as the “Company” as the first party, |
AND: | |
EMPLOYEE | Pierre Nanterme, residing in Paris, France as the second party, |
1. | COMMITMENT |
1.1 | Pierre Nanterme was hired by the Company on 3 January 1983, in the capacity of Management Engineer. |
1.2 | The Parties have agreed, through this employment contract, to replace all the provisions in the contract of employment and agreements, written or verbal, entered into between Pierre Nanterme and the Company, except any Equity Grant Agreements entered into with Accenture plc which will remain applicable. The Parties understand and agree that the Company is not party to any such Equity Grant Agreements. It is agreed that the length of service acquired by Pierre Nanterme at the date of signature of the present contract shall not be affected. |
1.3 | This employment contract is entered into for an indefinite period with effect from July 1, 2013. |
1.4 | This employment contract is governed by the applicable laws and regulations in force and by the provisions of the applicable Branch Collective Agreement, namely, for informational purposes on this date, the National Collective Agreement of technical design offices, engineering consultancies, and consultancy firms (“SYNTEC”) as well as by the by-laws, the provisions of agreements and the internal policies included on the Company's policies website on the Portal for informational purposes. |
1.5 | Pierre Nanterme agrees to comply with all the provisions of the aforementioned laws, regulations, agreements and policies. |
2. | ROLE, TASKS AND RESPONSIBILITIES |
2.1 | Pierre Nanterme shall carry out the role of Chief Executive Officer of Accenture plc, Management status. His responsibilities include, among other things, managing and driving the annual business performance of the global Accenture Group of companies, formulating and executing long-term strategies, and interacting with clients, employees, investors and other stakeholders. Pierre Nanterme is Accenture's primary decision- and policy-maker, setting the tone for the company's values, ethics and culture. |
2.2 | The tasks and responsibilities of Pierre Nanterme shall change in accordance with the Company or Group's requirements of satisfactory operation and adaptation and service contingencies. |
2.3 | Consequently, the tasks and responsibilities of Pierre Nanterme may, if they fall within his capacity, be adapted, supplemented or modified, occasionally or otherwise, by the Company and/or the Board, or any applicable committee thereof, by whatever means they deem appropriate. |
3. | WORKING HOURS |
3.1 | Given the professional responsibilities entrusted to Pierre Nanterme, the importance of which involves considerable independence in the organisation of his working hours, the autonomy which he has to make his decisions and the level of his remuneration, Pierre Nanterme shall be deemed to occupy the status of “senior executive” as defined in the law on working hours. |
3.2 | As such, in accordance with the provisions of Article L.3111-2 of the French Employment Code, the law on working hours, including overtime, shall not apply to Pierre Nanterme. Therefore, Pierre Nanterme shall not be able, in any way, to claim the payment of any overtime. |
4. | RENUMERATION |
4.1 | Basic salary |
5. | WELFARE SCHEMES |
5.1 | Pierre Nanterme shall be a member of the pension and insurance schemes in effect within the Company, i.e. on this date: |
5.1.1 | REUNICA Group - Agirc Pension (154 rue Anatole France 92599 Levallois Perret Cedex) and NOVALIS TAITBOUT Group - Arrco Pension (supplementary pension funds - 6 rue Bouchardon 75495 Paris Cedex 10 |
5.1.2 | Insurance: GAN/EUROCOURTAGE |
5.2 | Pierre Nanterme therefore agrees to the deduction of the employee contributions related thereto as well as to any possible amendment of the schemes or the rates of contribution. |
6. | LOCATION |
6.1 | For informational purposes, the principal and administrative location of Pierre Nanterme shall be fixed at the Company's registered office at 118 avenue de France 75013 Paris. |
6.2 | The Parties mutually agree that the administrative and principal location shall not constitute an essential condition of this employment contract. |
7. | MISSIONS AND TRAVEL |
7.1 | As a result of his duties, Pierre Nanterme shall regularly travel to the offices of any of the companies in the Group. |
7.2 | The mission order in Annex A defines the terms of such travel. |
7.3 | In case of a mission and/or travel abroad, Pierre Nanterme must have a valid passport and obtain any visas and work permits required. The Company agrees to assist Pierre Nanterme with the necessary steps to this effect. |
7.4 | In addition, the tax equalisation policy in force within the Company from time to time will apply for all trips and missions abroad. |
9. | PROFESSIONAL SECRECY - COMMERCIAL CONFIDENTIALITY |
9.1 | Pierre Nanterme is bound, during the execution of his employment contract and after its termination, irrespective of his general obligation of discretion and commercial confidentiality, to absolute secrecy with regard to any facts which he may learn because of his role or being a part of the Company, with respect to any individual or any employee of the Company, unless it is necessary for the employee concerned to be informed of the confidential information. |
9.2 | Pierre Nanterme is bound by this obligation of discretion both during and after the execution of his tasks under this employment contract. |
9.3 | It is recognised, by express agreement between the Parties, that all information in relation to the Company or to any entity of the Group, including with regard to their activities, contracts or technical, financial or commercial policies, is and shall at all times be kept strictly confidential and is the exclusive property, depending on the case, of the Company or of any entity of the Group, regardless of whether such information is protected as industrial property or artistic property. |
9.4 | Similarly, Pierre Nanterme agrees to respect the confidentiality of all other information which he may become aware of during the execution of his employment contract, regardless of the origin of such information, whether it be from the Company or from an affiliated or associated company, from their respective clients or from other third parties. |
9.5 | The information referred to above includes in particular, without the following list being exhaustive, any and all deliverables created by the Company or provided to clients or to the Company, regardless of whether such deliverable is protected as industrial property or artistic property, information concerning data, “Know-how” as defined in article 16.4, “Works” as defined in article 16, trade secrets, strategic plans, marketing plans, customers or customer requests (including their names), lists of customers canvassed by the Company or the Group, price lists or pricing policy, technical information, inventions (whether or not patentable), information concerning projects or transactions, the Company's or the Group's employees, any financial information or projects, budgets, any paper or electronic document written by Pierre Nanterme or by any other person which is marked as “confidential” or any information which is said to be “confidential” or which Pierre Nanterme may reasonably consider to be regarded as such by the Company, any information given to the Company or to any entity of the Group, in confidence by customers, suppliers or any other person, and any reproductions or summaries of the aforementioned information of any kind, irrespective of the media. |
9.6 | In particular, he shall not, under any circumstances, disclose in any way or publish any information or share it, even verbally, with any third party, or use such information for his own account, without the prior consent of the Company in writing. |
9.7 | In any event, the confidentiality of information shall, at all times during the term of the contract, and after the expiry of this employment contract, for whatever reason, be observed and preserved by Pierre Nanterme. |
9.8 | Such obligation of non-disclosure shall survive and remain enforceable even after the expiry (by resignation, termination, mutual agreement, and/or invalidity of the employment contract) of this employment contract, without limitation of time. |
9.9 | All data and documents, as defined below, shall remain the property of the Company. |
9.10 | Pierre Nanterme shall not keep in his possession, in any manner whatsoever, any documents, studies or work and/or correspondence or any other data or copies belonging to the Company, which were given to him as part of his role, except during the time that such items are necessary for the performance of his duties. |
9.11 | In addition, Pierre Nanterme agrees to take any necessary measures to ensure that no unauthorised third party can access any document containing confidential information. |
9.12 | Any breach of this strict obligation shall be likely to constitute gross negligence which may justify immediate dismissal as well as compensation for any damage caused. |
10. | EXCLUSIVITY FOR THE TERM OFTHE EMPLOYMENT CONTRACT |
10.1 | Pierre Nanterme agrees to devote, to the Company, to Accenture plc and to the Group, his entire working hours to the tasks entrusted to him under this employment contract. |
10.2 | Therefore, during the execution of this employment contract within the Company, Pierre Nanterme is prohibited from directly or indirectly carrying out any other professional activity, against payment or free of charge, without prior agreement of the Board or any applicable committee thereof. |
10.3 | In the particular case where a request for professional services is personally made directly by a client or a prospect or a competitor of the Company, or of the Group, Pierre Nanterme agrees to refuse this request himself or on behalf of any third party and to inform the Board. |
11. | OBLIGATION OF LOYALTY AND TRUST |
11.1 | Pierre Nanterme agrees, during the term of his employment contract, not to act on behalf of a competitor and not to carry out, on his behalf or on behalf of another company, any activities that would be competing with Accenture plc, the Company or the Group. In particular, Pierre Nanterme has a duty and an obligation not to entice or attempt to entice the clients, methods, trade secrets, or know-how of Accenture plc, the Company or the Group, for his benefit or for the benefit of any third party, and to not be interested in or gain any benefit, directly or indirectly, from the clients of the Company or the Group, even if he is the subject of unsolicited requests. |
11.2 | Any breach of this loyalty obligation shall be likely to constitute serious misconduct. |
11.3 | If Pierre Nanterme receives a job offer from a client, Pierre Nanterme agrees to immediately inform the Board. |
11.4 | It is expressly agreed that in the event of termination of the employment contract, Pierre Nanterme shall continue to be bound by a loyalty obligation vis-à-vis Accenture plc, the Company and the Group. |
12. | NON-COMPETITION, RESPECT FOR CLIENTS AND NON-POACHING |
12.1 | Pierre Nanterme recognises that his role as Chief Executive Officer of Accenture plc constitutes the most important position worldwide within the Group. Therefore, he has access to the broadest possible range of important documents and confidential information on the Company and Group's activities and clients, concerning the French market as well as concerning the foreign markets where the Company or the Group are established. In addition, Pierre Nanterme has especially significant contacts with the Company's and the Group's clients. In the course of his duties, Pierre Nanterme thus has access to an exceptional amount of know-how, technology, strategic plans, business practices and, in general, a very significant amount of confidential information and trade secrets concerning the Company and the Group. The use by Pierre Nanterme of such information or knowledge in the name, on behalf or for the benefit of a competitor of the Company and/or of the Group and would significantly damage the Company's and/or the Group's interests. |
12.2 | Consequently and given the nature of the activities of the Company and/or the Group and the highly competitive market in which they operate, Pierre Nanterme expressly acknowledges and recognises that: |
12.2.1 | the restriction on his professional activities upon termination of his duties resulting from the present non-competition, respect for clients and non-poaching clause only aims to safeguard the legitimate interests of the Company and/or the Group, and does not have the object, or consequence of preventing Pierre Nanterme from performing his professional activity; and |
12.2.2 | the present non-competition, respect for clients and non-poaching clause is an essential condition of employment. |
12.3 | In accordance with such conditions, in case of termination of this employment contract for any reason whatsoever (including following resignation, dismissal or amicable termination), Pierre Nanterme is prohibited from carrying out an activity (even unpaid): |
12.4 | Pierre Nanterme is also prohibited from: |
12.4.1 | taking an interest in or directly or indirectly canvassing any client or prospect with whom he has had relations in the 12 months preceding the notice of the termination of the employment contract, |
12.4.2 | hiring and/or poaching, by any means whatsoever or through any intermediary whatsoever, for his own account or on behalf of any third party, the employees of the Company or of the Group. |
12.5 | In particular, Pierre Nanterme agrees to not use the different professional and personal social networks for purposes which would contravene the obligations referred to above. |
12.6 | Such prohibitions in relation to non-competition, respect for clients and non-poaching are limited to a period of 12 months commencing on the date of actual termination of the employment contract, and shall cover the following territory: all countries listed at Annex C of the present contract, except the obligation mentioned at article 12.3.(a) which is applicable solely to France. It is agreed that this list may change and be added to by addendum. |
12.7 | In return for these obligations, Pierre Nanterme shall be allocated, over the same period, monthly financial consideration equal to 100% of the monthly average gross remuneration (consisting of base compensation and variable remuneration, with the exception of any equity grants) as appearing on Pierre Nanterme's payslips issued for the 12 months preceding termination of his employment contract. The parties agree that this financial consideration is fixed and shall include any allowance due under this sum, including a compensatory allowance for paid leave. |
12.8 | Every month, Pierre Nanterme shall certify his new employment status with the Company (certificate of employment of his new employer or, in the case of non-employment, a document certifying that he has signed on with the job centre, or failing that, a sworn declaration), to demonstrate that he is complying with the non-competition obligations imposed. |
12.9 | The financial compensation mentioned above shall cease to be payable if Pierre Nanterme fails to comply with the obligations imposed upon him under this Article. |
12.10 | However, the Company reserves the right to reduce the geographical scope or duration of application of the present clause or to waive the benefit of this clause provided that the Company informs Pierre Nanterme in writing within 15 days of the notice of termination of the employment contract (date of receipt of the resignation letter or the constructive dismissal letter, or the date of sending of the dismissal letter) or of the date of knowledge of the certification of the amicable termination by the DIRECCTE. In the event that the Company should waive the benefit of this non-competition clause in the form and within the period mentioned above, it shall consequently no longer be bound to pay the aforementioned financial consideration every month. |
13. | PENALTY CLAUSE |
14. | RETURN OF PROPERTY AND DOCUMENTS BELONGING TO THE COMPANY |
15. | PROCESSING OF PERSONAL INFORMATION |
15.1 | Pierre Nanterme is informed and accepts that the Company shall collect and process his personal information. Such information is needed by the Human Resources Department and the other departments concerned to manage the professional file of Pierre Nanterme including for the management of his professional career, appraisal, professional training, remuneration (salary, paid holiday, miscellaneous absence), mobility, integration or departure from the Company. Personal information may also be processed as part of the management of files in which Pierre Nanterme is involved during the execution of his employment contract, as well as to comply with legal obligations for the Company or the Group. |
15.2 | The information may be sent to international companies or third parties acting in name and/or on behalf of one of the companies belonging to the Group, established in countries which may or may not ensure a sufficient level of protection, which are affiliated with the Company and to third parties if such communication proves to be necessary for business purposes or by law. The information categories concerned by such transfer are related to Pierre Nanterme's identification, professional life, and the information related to Pierre Nanterme's economic and financial situation, and the transfer carried out shall be particularly concerned with the management of Pierre Nanterme's professional life within an international organisation. |
15.3 | The Binding Corporate Rules for the organisation of intra-group data trans-border flows and data transfer agreements have been implemented to manage these trans-border flows and guarantee a sufficient level of protection. Pierre Nanterme may request a list of the countries concerned and a copy of the by-laws from the “Data Privacy Officer”. |
15.4 | Pierre Nanterme has a right to query, access, correct and object, for legitimate reasons, to the personal information concerning him. In order to exercise this right, Pierre Nanterme shall contact the “Data Privacy Officer”, data.privacy@accenture.com, or the Human Resources department. |
15.5 | Pierre Nanterme also agrees to collect, process and store any personal information of third parties to which he has access during the term of his employment contract in accordance with the law in force and the procedures applicable within the Company. Pierre Nanterme also agrees to only use such personal information within the scope of his role and within the limits required for its execution. |
15.6 | In this regard, Pierre Nanterme shall take special care to ensure the confidentiality and the security of personal information which he may have access to during the execution of his employment contract. |
16. | Intellectual Property |
16.1.1 | the exclusive right to reproduce, in particular in numerous copies, duplicate, print, record all or part of the Works by any means on any media, in particular but without limitation on paper supports, films, electronic support, as well as on any media whether analogical, digital or differently electronically exploitable (including CD-Rom, CDI, CDV, DVD, DVD Rom, DVD-R et DVD-Ram, DivX, memory card, minidisc, DAT, hardware, web site server, smart phone, electronic pad, digital tablets, Intranet, diskette, book, magazine, phonogram and videogram), or optical, and any other media and in any forms and formats whether known at the execution date of this employment contract or to be discovered in the future; |
16.1.2 | the exclusive right to establish any version, whether in French or in a foreign language, including in any computer language, of all or part of the Works and more generally the rights of translation, arrangement, modification and the right of adaptation, transformation of all or part of the Works in view of any kinds of exploitation, including but without limitation the right to add, remove, combine or modify the Works by any means or process known or unknown to date; |
16.1.3 | the exclusive right to publish, broadcast, edit, or re-edit, market, license or assign the right to use, rent, or lend reproductions of all or part of the Works, whether for free or for valuable consideration; |
16.1.4 | the exclusive right of representation and broadcasting of all or part of the Works, in public or in private, by any means using all processes whether known at the execution date of this employment contract or to be discovered in the future, in all format and all support including, but not limited to, terrestrial, TNT, IPTV, TMP, satellite, cable, cinema, video, and television broadcasting or any other telecommunication or audio-visual communication network, wireless technology or mobile phone and, more broadly, by any other communication means (Internet, Intranet, Extranet, email…); |
16.1.5 | the exclusive right to register the Works as trade mark and/or industrial design, in France and abroad. |
17. | SOFTWARE |
17.1 | Pierre Nanterme agrees to comply with all the terms and conditions of the different agreements (exploitation, license, protection, etc.) which the Company has signed in respect of the use of software (programmes, products, operating systems, etc.) or to which the latter is bound within the context of projects. |
17.2 | Pierre Nanterme shall take the greatest care with regard to information risks such as fraud, viruses, piracy, etc. with regard to the Company's systems and networks and those of clients. |
18. | IMAGE RIGHTS |
19. | APPLICABLE LAW AND COURTS WITH JURISDICTION |
Read and Approved | |||
/s/ Pierre Nanterme | /s/ Christian Nibourel | ||
Pierre Nanterme 1 | ACCENTURE SAS 2 | ||
Represented by Mr Christian Nibourel | |||
President of Accenture SAS |
1. | PURPOSE |
1.1 | The duties of Pierre Nanterme, as defined in his employment contract, shall require him to travel on several occasions for ad hoc intervention. |
1.2 | This mission order is continuous. It shall apply to any travel by Pierre Nanterme within the scope of his duties, at the request of the Company. |
2. | PERIOD OF INTERVENTION |
2.1 | Certain terms in this regulation are different according to whether the length of the mission is less than or more than three months. |
2.2 | The length of the mission may be shortened or extended by the Company, which Pierre Nanterme agrees to accept by signing this document. |
3. | TERMS AND CONDITIONS OF ACCOMMODATION AND EXPENSES |
4. | TERMS AND CONDITIONS OF TRAVEL |
Read and Approved | |||
/s/ Pierre Nanterme | /s/ Christian Nibourel | ||
Pierre Nanterme 1 | ACCENTURE SAS 2 | ||
Represented by Mr Christian Nibourel | |||
President of Accenture SAS |
1. | I have reviewed this Quarterly Report on Form 10-Q of Accenture plc for the period ended May 31, 2013, as filed with the Securities and Exchange Commission on the date hereof; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Pierre Nanterme | |
Pierre Nanterme | |
Chief Executive Officer of Accenture plc | |
(principal executive officer) |
1. | I have reviewed this Quarterly Report on Form 10-Q of Accenture plc for the period ended May 31, 2013, as filed with the Securities and Exchange Commission on the date hereof; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Pamela J. Craig | |
Pamela J. Craig | |
Chief Financial Officer of Accenture plc | |
(principal financial officer) |
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Pierre Nanterme | |
Pierre Nanterme | |
Chief Executive Officer of Accenture plc | |
(principal executive officer) |
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ Pamela J. Craig | |
Pamela J. Craig | |
Chief Financial Officer of Accenture plc | |
(principal financial officer) |
BASIS OF PRESENTATION (Policies)
|
9 Months Ended |
---|---|
May 31, 2013
|
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Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying unaudited interim Consolidated Financial Statements of Accenture plc and its controlled subsidiary companies (collectively, the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. These Consolidated Financial Statements should therefore be read in conjunction with the Consolidated Financial Statements and Notes thereto for the fiscal year ended August 31, 2012 included in the Company’s Annual Report on Form 10-K filed with the SEC on October 30, 2012. The accompanying unaudited interim Consolidated Financial Statements have been prepared in accordance with U.S. GAAP, which 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 differ from those estimates. The Consolidated Financial Statements reflect all adjustments of a normal, recurring nature that are, in the opinion of management, necessary for a fair presentation of results for these interim periods. The results of operations for the three and nine months ended May 31, 2013 are not necessarily indicative of the results that may be expected for the fiscal year ending August 31, 2013. Certain amounts in the Notes to Consolidated Financial Statements that were reported in the previous year have been reclassified to conform to the current-period presentation. 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. |
CONSOLIDATED INCOME STATEMENTS (USD $)
In Thousands, except Share data, unless otherwise specified |
3 Months Ended | 9 Months Ended | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
May 31, 2013
|
May 31, 2012
|
May 31, 2013
|
May 31, 2012
|
|||||||||
REVENUES: | ||||||||||||
Revenues before reimbursements ("Net revenues") | $ 7,198,140 | $ 7,154,690 | $ 21,476,143 | $ 21,026,437 | ||||||||
Reimbursements | 509,795 | 486,100 | 1,393,148 | 1,463,289 | ||||||||
Revenues | 7,707,935 | 7,640,790 | 22,869,291 | 22,489,726 | ||||||||
Cost of services: | ||||||||||||
Cost of services before reimbursable expenses | 4,760,121 | 4,783,785 | 14,441,568 | 14,287,626 | ||||||||
Reimbursable expenses | 509,795 | 486,100 | 1,393,148 | 1,463,289 | ||||||||
Cost of services | 5,269,916 | 5,269,885 | 15,834,716 | 15,750,915 | ||||||||
Sales and marketing | 886,641 | 854,476 | 2,588,890 | 2,464,291 | ||||||||
General and administrative costs | 458,631 | 455,233 | 1,363,034 | 1,342,064 | ||||||||
Reorganization (benefits) costs, net | (49,224) | 435 | (272,526) | 1,258 | ||||||||
Total operating expenses | 6,565,964 | 6,580,029 | 19,514,114 | 19,558,528 | ||||||||
OPERATING INCOME | 1,141,971 | 1,060,761 | 3,355,177 | 2,931,198 | ||||||||
Interest income | 7,251 | 11,304 | 25,877 | 31,062 | ||||||||
Interest expense | (3,588) | (3,497) | (11,778) | (11,875) | ||||||||
Other income (expense), net | 951 | (2,115) | 5,114 | 7,635 | ||||||||
INCOME BEFORE INCOME TAXES | 1,146,585 | 1,066,453 | 3,374,390 | 2,958,020 | ||||||||
Provision for income taxes | 272,522 | 303,622 | 547,198 | 769,242 | ||||||||
NET INCOME | 874,063 | 762,831 | 2,827,192 | 2,188,778 | ||||||||
Net income attributable to noncontrolling interests in Accenture SCA and Accenture Canada Holdings Inc. | (53,177) | [1] | (63,203) | [1] | (190,495) | [1] | (185,747) | [1] | ||||
Net income attributable to noncontrolling interests - other | (10,628) | (10,409) | (25,819) | (27,803) | ||||||||
NET INCOME ATTRIBUTABLE TO ACCENTURE PLC | $ 810,258 | $ 689,219 | $ 2,610,878 | $ 1,975,228 | ||||||||
Weighted average Class A ordinary shares: | ||||||||||||
Basic | 650,625,931 | 645,761,617 | 646,617,365 | 645,507,900 | ||||||||
Diluted | 714,984,161 | [2] | 729,528,085 | [2] | 714,990,587 | [2] | 729,754,854 | [2] | ||||
Earnings per Class A ordinary share: | ||||||||||||
Basic (in dollars per share) | $ 1.25 | $ 1.07 | $ 4.04 | $ 3.06 | ||||||||
Diluted (in dollars per share) | $ 1.21 | [2] | $ 1.03 | [2] | $ 3.92 | [2] | $ 2.96 | [2] | ||||
Cash dividends per share (in dollars per share) | $ 0.81 | $ 0.675 | $ 1.62 | $ 1.35 | ||||||||
|
INCOME TAXES
|
9 Months Ended |
---|---|
May 31, 2013
|
|
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Effective Tax Rate The Company’s effective tax rates for the three months ended May 31, 2013 and 2012 were 23.8% and 28.5%, respectively. The Company’s effective tax rates for the nine months ended May 31, 2013 and 2012 were 16.2% and 26.0%, respectively. During the three and nine months ended May 31, 2013, the Company recorded reorganization benefits of $49,690 and $273,945, respectively, which increased income before income taxes without any increase in income tax expense. In addition, during the three months ended February 28, 2013, the Company recorded a benefit of $242,938 related to settlements of U.S. federal tax audits for fiscal years 2006 through 2009. Absent these items, the effective tax rates for the three and nine months ended May 31, 2013 would have been 24.8% and 25.5%, respectively. |
BASIS OF PRESENTATION - Additional Information (Detail) (USD $)
In Thousands, unless otherwise specified |
May 31, 2013
|
Aug. 31, 2012
|
---|---|---|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Allowance for doubtful accounts receivable and unbilled services | $ 85,894 | $ 64,874 |
Accumulated depreciation | $ 1,699,087 | $ 1,548,256 |
EARNINGS PER SHARE (Tables)
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9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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May 31, 2013
|
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Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basic and Diluted Earnings Per Share | Basic and diluted earnings per share were calculated as follows:
_______________
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SEGMENT REPORTING - Additional Information (Detail)
|
9 Months Ended |
---|---|
May 31, 2013
segment
|
|
Segment Reporting [Abstract] | |
Number of operating segments | 5 |
REORGANIZATION (BENEFITS) COSTS, NET - Reorganization Activity (Detail) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
May 31, 2013
|
May 31, 2012
|
May 31, 2013
|
May 31, 2012
|
|
Reorganization Liability [Roll Forward] | ||||
Reorganization liability, beginning of period | $ 64,279 | $ 287,913 | $ 268,806 | $ 307,286 |
Final determinations | (49,690) | 0 | (273,945) | 0 |
Interest expense accrued | 466 | 435 | 1,419 | 1,258 |
Other adjustments | 787 | 0 | 3,532 | 0 |
Foreign currency translation adjustments | 1,942 | (22,645) | 17,972 | (42,841) |
Reorganization liability, end of period | $ 17,784 | $ 265,703 | $ 17,784 | $ 265,703 |
INCOME TAXES - Additional Information (Detail) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 9 Months Ended | |||
---|---|---|---|---|---|
May 31, 2013
|
May 31, 2012
|
May 31, 2013
|
May 31, 2012
|
Feb. 28, 2013
|
|
Income Tax Disclosure [Abstract] | |||||
Effective Income Tax Rate Excluding Effect Of Discrete Tax Benefits | 24.80% | 25.50% | |||
Reorganization Liability Final Determinations | $ 49,690 | $ 0 | $ 273,945 | $ 0 | |
Effective tax rate | 23.80% | 28.50% | 16.20% | 26.00% | |
Income Tax Examination, Refund Adjustment from Settlement with Taxing Authority | $ 242,938 |
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