Canon's Court
22 Victoria Street
Hamilton HM 12, Bermuda
ACCENTURE LTD 2001 EMPLOYEE SHARE PURCHASE PLAN, AS AMENDED
ACCENTURE LTD 2006 VOLUNTARY EQUITY INVESTMENT PROGRAM
PURSUANT TO THE ACCENTURE LTD 2001 SHARE INCENTIVE PLAN
Prospectus for the employees of certain European Economic Area ("EEA") subsidiaries
of Accenture Ltd
Pursuant to articles L.412-1 and L.621-8 of the Code Monétaire et Financier and its General
Regulation, in particular articles 211-1 to 216-1 thereof, the Autorité des marchés financiers has
attached visa number 06-476 dated December 14, 2006 onto this prospectus. This prospectus was
established by the issuer and incurs the responsibility of its signatories. The visa, pursuant to the
provisions of Article L.621-8-1-I of the Code Monétaire et Financier, was granted after the AMF has
verified that the document is complete and comprehensible, and that the information it contains is
consistent. The visa represents neither the approval of the worthiness of the operation nor the
authentication of the financial and accounting information presented.
This prospectus will be made available to employees of the EEA subsidiaries of Accenture Ltd based in
countries in which offerings under the plans listed above are considered public offerings at the respective
head offices of their employers. In addition, this prospectus along with summary translations (as
applicable) will be posted on Accenture Ltd's intranet, and free copies will be available to the employees
upon request by contacting the human resources departments of their employers.
This prospectus incorporates by reference the consolidated balance sheet and related footnotes of
Accenture Ltd as of August 31, 2004 and the report of the independent registered public accounting firm
with respect to such consolidated balance sheet and related footnotes included in Accenture Ltd's Annual
Report (Form 10-K) for the year ended August 31, 2004 filed with the United States Securities and
Exchange Commission (the "SEC"), which are included in item 15 of Exhibit I of the prospectus of
Accenture Ltd that received AMF visa n° 05-181 on March 25, 2005. This document is available on the
website of the AMF at www.amf-france.org, and it may be obtained free of charge upon an employee's
request.
NOTE TO THE PROSPECTUS
This prospectus, which contains material information concerning Accenture Ltd, was established pursuant
to articles 211-1 to 216-1 of the AMF General Regulations. Pursuant to Article 25 of Commission
Regulation (EC) No 809/2004 of 29 April 2004 (the "Prospectus Regulation"), this prospectus consists of
the following parts in the following order:
(1)
a table of contents,
(2)
the summary provided for in Article 5(2) of Directive 2003/71/EC (Chapters A through C constitute
the prospectus summary),
(3)
the risk factors linked to the issuer and the type of security covered by the issue, and
(4)
Annexes I and III of the Prospectus Regulation which, by application of Articles 3, 4, and 6 of the
Prospectus Regulation, are required for this offering of equity securities.
This prospectus contains in Chapter D supplemental information concerning Accenture Ltd, the
Accenture Ltd 2001 Employee Share Purchase Plan, as amended on September 4, 2001, and the
Accenture Ltd 2001 Share Incentive Plan, effective as of June 5, 2001 (including the Accenture Ltd 2006
Voluntary Equity Investment Program), as well as the following documents (Exhibits):
−
Accenture Ltd 2001 Employee Share Purchase Plan, as amended on September 4, 2001;
−
Accenture Ltd 2001 Share Incentive Plan, effective as of June 5, 2001;
−
Information Statement on Schedule 14C (filed by Accenture SCA) with the SEC on
1
October 26, 2001;
−
Annual Report on Form 10-K for the fiscal year ended August 31, 2006, filed by Accenture Ltd with
the SEC on October 18, 2006;
−
Definitive Proxy Statement on Form DEF 14A, filed by Accenture Ltd with the SEC in December 21,
2005 (with respect to Accenture Ltd's Board committees and corporate governance);
−
Memorandum of Continuance of Accenture Ltd, dated February 21, 2001; and
−
Form of Bye-laws of Accenture Ltd, effective as of February 2, 2005.
1
This Information Statement on Schedule 14C, filed by Accenture Ltd's subsidiary, Accenture SCA, provides disclosure with
respect to Accenture Ltd's Board of Directors and certain of its committees. See Chapter B, Section V, "General Description of
Accenture" below for further information on Accenture Ltd and its relationship with Accenture SCA.
-2-
TABLE OF CONTENTS
Chapters A through C constitute the prospectus summary.
CHAPTER A: DESCRIPTION OF THE ACCENTURE LTD 2001 EMPLOYEE SHARE PURCHASE
PLAN, AS AMENDED, AND THE ACCENTURE LTD 2006 VOLUNTARY EQUITY
INVESTMENT PROGRAM PURSUANT TO THE ACCENTURE LTD 2001 SHARE
INCENTIVE PLAN FOR THE EMPLOYEES OF CERTAIN EEA SUBSIDIARIES OF
ACCENTURE LTD ...............................................................................................................8
I.
THE ESPP............................................................................................................................8
II.
THE SIP (INCLUDING THE VEIP).......................................................................................9
CHAPTER B: ORGANIZATION AND ACTIVITIES OF ACCENTURE LTD ..................................................12
I.
BOARD OF DIRECTORS AS OF OCTOBER 26, 2006.....................................................12
II.
EXECUTIVE OFFICERS AS OF OCTOBER 26, 2006 ......................................................12
III.
PARTICULAR PROVISIONS OF ACCENTURE LTD'S BYE-LAWS .................................13
IV.
GENERAL INFORMATION ABOUT ACCENTURE LTD'S SHARE CAPITAL ...................13
V.
GENERAL DESCRIPTION OF ACCENTURE ...................................................................14
VI.
RISK FACTORS.................................................................................................................15
VII.
RESEARCH AND DEVELOPMENT; INTELLECTUAL PROPERTY .................................17
VIII.
RECENT DEVELOPMENTS ..............................................................................................18
IX.
DOCUMENTS ON DISPLAY..............................................................................................18
CHAPTER C: FINANCIAL INFORMATION CONCERNING ACCENTURE LTD FOR THE THREE
FISCAL YEARS ENDED AUGUST 31, 2006, AUGUST 31, 2005 AND AUGUST 31,
2004 ...................................................................................................................................19
CHAPTER D: SUPPLEMENTAL INFORMATION CONCERNING ACCENTURE LTD, THE ESPP,
THE SIP (INCLUDING THE VEIP).....................................................................................22
SECTION A – THE ESPP .............................................................................................................................22
I.
THE OUTLINE....................................................................................................................22
II.
ELIGIBILITY .......................................................................................................................23
III.
DELIVERY AND TRANSFERABILITY OF THE SHARES .................................................24
SECTION B – THE SHARE INCENTIVE PLAN............................................................................................25
I.
THE OUTLINE....................................................................................................................25
II.
ELIGIBILITY UNDER THE VEIP ........................................................................................27
III.
DELIVERY AND TRANSFERABILITY OF THE SHARES UNDER THE VEIP ..................28
SECTION C – PROVISIONS COMMON TO THE ESPP AND THE SIP (INCLUDING THE VEIP)
AND PROVISIONS RELATING TO ACCENTURE ............................................................28
I.
RIGHTS RELATED TO THE ACCENTURE SHARES.......................................................28
II.
STATEMENT OF CAPITALIZATION AND INDEBTEDNESS AS OF AUGUST 31,
2006 ...................................................................................................................................32
III.
ORGANIZATIONAL STRUCTURE ....................................................................................33
-3-
IV.
MAXIMUM DILUTION AND NET PROCEEDS UNDER THE ESPP AND THE SIP
(INCLUDING THE VEIP)....................................................................................................33
V.
EMPLOYEES .....................................................................................................................35
VI.
TAX CONSEQUENCES.....................................................................................................35
EXHIBITS
EXHIBIT I
ACCENTURE LIMITED 2001 EMPLOYEE SHARE PURCHASE PLAN, AS
AMENDED ON SEPTEMBER 4, 2001
EXHIBIT II
ACCENTURE LIMITED 2001 SHARE INCENTIVE PLAN, AS OF JUNE 5, 2001
EXHIBIT III
INFORMATION STATEMENT FILED (BY ACCENTURE SCA) WITH THE SEC
ON OCTOBER 26, 2006
EXHIBIT IV
ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED AUGUST
31, 2006, FILED BY ACCENTURE LTD WITH THE SEC ON OCTOBER 18, 2006
EXHIBIT V
DEFINITIVE PROXY STATEMENT, FILED BY ACCENTURE LTD WITH THE
SEC ON DECEMBER 21, 2005 (WITH RESPECT TO ACCENTURE LTD'S
BOARD COMMITTEES AND CORPORATE GOVERNANCE)
EXHIBIT VI
MEMORANDUM OF
FEBRUARY 21, 2001
EXHIBIT VII
FORM OF BYE-LAWS OF ACCENTURE LTD, EFFECTIVE AS OF FEBRUARY
2, 2005
CONTINUANCE
OF
ACCENTURE
LTD,
DATED
ANNEXES
ANNEX I
MINIMUM DISCLOSURE REQUIREMENTS FOR THE SHARE REGISTRATION
DOCUMENT (SCHEDULE)
ANNEX III
MINIMUM DISCLOSURE REQUIREMENTS FOR THE SHARE SECURITIES
NOTE (SCHEDULE)
This prospectus is for use solely in connection with offerings under the employee share plans of
Accenture Ltd to certain employees of Accenture Ltd or its subsidiaries in certain jurisdictions
1
within the EEA. This prospectus is not to be distributed in any other jurisdiction and is not to be
used in connection with any offer of, or any invitation or solicitation by or on behalf of Accenture
Ltd or any of its affiliates to subscribe for or purchase, securities in any other jurisdiction. With
respect to offerings under the employee share plans of Accenture Ltd to eligible employees in the
U.S., Accenture Ltd has filed with the SEC a registration statement on Form S-8, pursuant to which
it will make available a separate prospectus to its U.S. employees.
This prospectus has not been submitted to the review or registration procedures of the SEC under
the Securities Act or otherwise, any state securities regulator in the U.S., the Australian Securities
and Investments Commission, the Australian Stock Exchange Limited, any other Australian
governmental agency, any regulatory authority in any Canadian territory or province, any Japanese
regulatory authority or any other regulatory authority outside of Europe. The offering of Accenture
1
(These offerings constitute "offshore transactions" (as such term is defined in Rule 902 under the U.S. Securities Act of 1933,
as amended (the "Securities Act")) and such employees are not U.S. persons (as such term is defined in Rule 902 under the
Securities Act) and are not acquiring the securities for the account or benefit of any U.S. person.)
-4-
Ltd Class A common shares under Accenture Ltd's employee share plans has not been approved
or recommended by any governmental securities regulator.
The distribution of this prospectus and the offer of Accenture Ltd Class A common shares under
Accenture Ltd's employee share plans may be restricted by law in certain jurisdictions. Accenture
Ltd requires persons into whose possession this prospectus comes to inform themselves about
and to observe any such restrictions. This prospectus does not constitute an offer to sell, or an
invitation to purchase, the Accenture Ltd Class A common shares in connection with Accenture
Ltd's employee share plans in any jurisdiction in which such offer or invitation would be unlawful.
-5-
COMPANY REPRESENTATIVE FOR PROSPECTUS
1
I, Pamela J. Craig, Chief Financial Officer of Accenture Ltd, acting for and on behalf of Accenture
Ltd, attest that:
2
to my knowledge, after having taken all reasonable measures for this purpose, the information
contained in this prospectus is in accordance with the facts, and this prospectus makes no omission
likely to affect its import; and
3
Accenture Ltd has obtained a letter from its independent registered public accounting firm, in which
such firm acknowledges:
(i)
the inclusion in this prospectus of its report dated October 18, 2006;
(ii)
the incorporation by reference in this prospectus of its report dated October 13, 2004; and
(iii)
that it has, in accordance with the professional standards and interpretations applicable to it,
read the information pertaining to the financial position and financial statements contained in
this prospectus and read the entire prospectus.
/S/ Pamela J. Craig
Pamela J. Craig
Chief Financial Officer of Accenture Ltd
Chicago, Illinois, U.S.A., 12 December 2006
-6-
NOTE TO THE PROSPECTUS SUMMARY
The issuer warns the reader that:
−
this summary should be read as an introduction to the prospectus;
−
any decision to invest in the securities described herein should be based on consideration of the
prospectus as a whole by the investor;
−
where a claim relating to the information contained in a prospectus is brought before a court, the
plaintiff investor might, under the national legislation of the Member States, have to bear the costs
of translating the prospectus before the legal proceedings are initiated; and
−
civil liability attaches to those persons who have presented the summary, including any translation
thereof, and applied for its notification, but only if the summary is misleading, inaccurate or
inconsistent when read together with the other parts of the prospectus.
-7-
CHAPTER A:
DESCRIPTION OF THE ACCENTURE LTD 2001 EMPLOYEE SHARE PURCHASE PLAN,
AS AMENDED,
AND THE ACCENTURE LTD 2006 VOLUNTARY EQUITY INVESTMENT PROGRAM
PURSUANT TO THE ACCENTURE LTD 2001 SHARE INCENTIVE PLAN
FOR THE EMPLOYEES OF CERTAIN EEA SUBSIDIARIES OF ACCENTURE LTD
Accenture Ltd ("Accenture" or the "Company"), an exempted company organized under the Companies
Act 1981 of Bermuda, with its registered offices at Canon's Court, 22 Victoria Street, Hamilton HM 12,
Bermuda, is offering selected employees of Accenture and its participating subsidiaries (the "Participating
Subsidiaries") the right to purchase its Class A common shares (the "Accenture Shares") under the
Accenture Ltd 2001 Employee Share Purchase Plan (the "ESPP") and/or the right to purchase or receive
Accenture Shares pursuant to share options, restricted share units or other share-based awards under the
Accenture Ltd 2001 Share Incentive Plan (the "SIP"). Accenture's Board of Directors approved the
adoption of the ESPP and the SIP on June 5, 2001, as set out in the Board's unanimous written resolutions
on such date. Accenture's shareholder voted to adopt the ESPP and the SIP at a special general meeting
on June 6, 2001. Accenture Shares are listed on the New York Stock Exchange ("NYSE").
Please note that the descriptions in this Chapter A and Chapter D, below, of the ESPP and the SIP
(including the VEIP, as defined and further described below) are executive summaries of the pertinent plan
provisions and reading these summaries should not be taken as a substitute for reading the respective plan
documents in their entirety.
I.
THE ESPP
The ESPP is administered by a committee (the "ESPP Committee") appointed by the Company's Board of
Directors (the "Board"). Generally, only eligible employees, as further described below, may decide to
enroll in the ESPP (the "Participating Employees"). Once enrolled, Participating Employees may purchase
Accenture Shares at a discount during successive purchase periods. The ESPP is offered each calendar
year and currently operates with two six-month purchase periods per calendar year (the "Purchase
Periods").
The Purchase Periods currently commence on May 2 and November 2 (each such
commencement date of a Purchase Period, a "Commencement Date") and expire on November 1 and
May 1. Generally, the ESPP Committee or Board may modify any terms of the ESPP, including the
number and duration of the Purchase Periods and the dates of the Commencement Dates (e.g., the current
Purchase Periods and related terms could be modified to correspond to the calendar year). Accenture
Shares are purchased on the last regular business day of each Purchase Period (the "Date of Exercise").
Once enrolled in the ESPP, Participating Employees' participation in subsequent Purchase Periods takes
place automatically until such employee voluntarily or involuntarily withdraws from the ESPP or the ESPP
is terminated. Currently, a Participating Employee may withdraw from the ESPP at any time during a
Purchase Period up to two weeks before each Date of Exercise.
During each Purchase Period, Participating Employees generally contribute to the ESPP by payroll
deductions of up to 10% (in whole percentages) of their salary (i.e., the employer automatically deducts this
amount from the employee's salary to the extent permitted by applicable law), subject to a contribution limit
established by the ESPP Committee in any single Purchase Period (currently, USD 7,500). The
accumulated payroll deductions are used to purchase Accenture Shares on the Date of Exercise. As
established by the ESPP Committee, the purchase price per Accenture Share has currently been set at
85% of the Fair Market Value of an Accenture Share on the Date of Exercise (the "Purchase Price"). "Fair
Market Value" means the arithmetic mean of the highest and lowest trading prices of Accenture Shares as
quoted on NYSE on the applicable purchase date.
As determined by the ESPP Committee, the ESPP is generally offered to eligible employees of Accenture
and its subsidiaries, some of which are located in the EEA (the "Designated EEA Subsidiaries").
Employees who are in the employ of any Participating Subsidiary (including the Designated EEA
Subsidiaries) are eligible to participate in the ESPP, provided that the ESPP Committee may exclude from
participation employees: (i) whose customary employment is twenty hours or less per week (within the
meaning of Section 423(b)(4)(B) of the U.S. Internal Revenue Code of 1986, as amended (the "Code"));
(ii) whose customary term of employment is not longer than five months in any calendar year (within the
-8-
meaning of Section 423(b)(4)(C) of the Code); (iii) employees who, if granted a purchase right pursuant to
the ESPP, would immediately thereafter own (as determined pursuant to Section 424(d) of the Code)
Accenture Shares representing 5% or more of the total combined voting power or value of all classes of
shares of Accenture, its parent or subsidiary (as defined in Section 424(f) of the Code) corporation (within
the meaning of Section 423(b)(3) of the Code); and (iv) employees who are highly compensated (within the
meaning of Section 414(q) of the Code). Currently, senior executives of Accenture and its affiliates are
excluded from participating in the ESPP.
Subject to any additional contribution limit established by the ESPP Committee, participation is limited to
USD 25,000 of the Fair Market Value of Accenture Shares, as determined in accordance with the terms of
the ESPP, per calendar year in which rights under the ESPP are outstanding.
As established by the ESPP Committee, eligible employees who wish to participate in the ESPP must
complete an enrollment agreement (the "Form") during the designated enrollment period (the "ESPP
Enrollment Period"). Currently, the ESPP Enrollment Period takes place during the period beginning six
weeks prior to the Commencement Date and ending two weeks prior to the Commencement Date
(e.g., currently from March 15 through April 15 for the first Purchase Period and from September 15
through October 15 for the second Purchase Period). Unless applicable law requires a paper form, the
Form is submitted to Accenture electronically through Accenture's "myHoldings.Accenture.com" intranet
site, or to such other location designated by Accenture for this purpose, prior to the commencement of the
relevant Purchase Period. The Participating Employee specifies in the Form the percentage from each pay
period that he/she authorizes to be deducted from his/her compensation for the ESPP (to the extent
permitted by applicable law). During a Purchase Period, a Participating Employee may change such
percentage by directing Accenture at the time and in the manner specified by the ESPP Committee.
However, any such change will not be effective until the subsequent Purchase Period.
No Participating Employee has any voting, dividend, or other shareholder rights in respect of any Accenture
Shares subject to any offering under the ESPP until the Accenture Shares have been purchased and
delivered to the Participating Employee. Following delivery of the Accenture Shares, the Participating
Employees are shareholders of Accenture and possess all of the rights and privileges of a shareholder of
Accenture with respect to the Accenture Shares purchased under the ESPP. Rights under the ESPP are
not transferable by Participating Employees other than as provided by will or the governing laws of descent
and distribution.
II.
THE SIP (INCLUDING THE VEIP)
The SIP is primarily administered by a committee appointed by the Board (the "SIP Committee"). Pursuant
to the terms of the SIP and as approved by the SIP Committee, Accenture may offer Accenture Shares,
restricted Accenture Shares, share options (the "Options"), Restricted Share Units ("RSUs"), Share
Appreciation Rights ("SARs") and Other Share-Based Awards (as defined in the SIP) (collectively,
the "Awards"). Awards may be offered to, inter alia, employees, directors, consultants or any persons who
perform services for Accenture (collectively, the "Awardees"). Accenture also offers a combination of
Awards under the specific terms of the Voluntary Equity Investment Program (the "VEIP"), which is a
program operated under the terms and conditions of the SIP and administered by the SIP Committee.
Currently, Accenture offers Accenture Shares, Options and RSUs under the VEIP.
[THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
-9-
The following table provides further information concerning the Options, RSUs, SARs and Other ShareBased Awards that may be offered under the SIP:
Certain Awards
offered under
the SIP
Description of Award
Options
Options represent the right to purchase Accenture Shares at a date or dates in the
future at a certain exercise price. Once the Options vest (i.e., when the restrictions on
exercise of the Options have lapsed), the Awardee may exercise the Options to
purchase Accenture Shares. At the time of exercise, the Awardee must pay the
exercise price in a manner approved by the SIP Committee. Unvested Options are
generally forfeited upon termination of employment. Vested Options are generally
exercisable for only a limited time after termination of employment.
RSUs
RSUs represent an unsecured promise to deliver Accenture Shares to Awardees at a
later time. The SIP Committee determines the terms of a particular RSU agreement,
including, without limitation, the vesting schedule (i.e., the imposition of a restriction
that lapses over a period of time) of the RSUs, along with the related number of shares
and their terms of delivery. Generally if an Awardee remains continuously employed by
Accenture or an affiliate of Accenture until the relevant vesting date, the RSUs vest and
Accenture Shares are automatically delivered to the Awardee pursuant to a delivery
schedule. The Awardee does not generally pay any cash consideration to receive the
RSUs or the Accenture Shares. If the Awardee's employment terminates before the
RSUs are fully vested, any unvested portion of the RSU is generally forfeited and
canceled. Treatment of any vested portion of the RSU depends upon the specific
terms of the relevant RSU agreement and/or the reason for the termination.
SARs
SARs represent a right to receive a bonus equal to the appreciation in the Accenture's
stock over a specified period. The SIP Committee may generally grant SARs
(i) independent of an Option, or (ii) in conjunction with an Option, or portion thereof.
Payment shall be made in Accenture Shares or in cash, or partly in Accenture Shares
and partly in cash (any such Accenture Shares valued at such Fair Market Value).
Other ShareBased Awards
The SIP Committee, in its sole discretion, may grant Awards of Accenture Shares,
restricted Accenture Shares, RSUs and other Awards that are valued in whole or in
part by reference to the Fair Market Value of Accenture Shares. The SIP Committee
shall determine: (i) to whom the Other Share-Based Awards may be granted; (ii) the
number of Accenture Shares to be awarded; (iii) whether the Other Share-Based
Awards shall be settled in cash, Accenture Shares or a combination of the two; and
(iv) all other terms and conditions of the Other Share-Based Awards.
The VEIP is a program that permits senior executives of levels one through four of Accenture and its
affiliates (such Awardees, the "VEIP Participants") to use a portion of their cash compensation to purchase
Accenture Shares during the calendar year (the "VEIP Year"). Generally, VEIP Participants are given the
opportunity during an enrollment period before each VEIP Year to enroll in the VEIP, pursuant to which
they authorize after-tax payroll deductions (as permitted by applicable law) each month (the "Monthly
Contribution") to acquire Accenture Shares at their Fair Market Value on the fifth day of the following
month. As established by the SIP Committee, those VEIP Participants who have not withdrawn from the
VEIP by the end of the VEIP Year (the "Last Monthly Exercise Date") (currently, December 31), are
awarded (currently, on January 5 of the following year) RSUs matching 50% of the number of Accenture
Shares that are both (i) acquired pursuant to the VEIP during a given VEIP Year, and (ii) not sold or
transferred before the end of such VEIP Year (the "Matching RSUs"). Currently, the Matching RSUs are
subject to a 24-month vesting period. In a limited number of jurisdictions where it is deemed to be
beneficial, the Matching RSUs may take the form of nominally-priced Options (the "Matching Options").
If a VEIP Participant ceases to be employed by Accenture or an affiliate of Accenture before the Last
Monthly Exercise Date, any Monthly Contribution that has not been used to acquire Accenture Shares is
- 10 -
returned to the VEIP Participant and his/her participation in the VEIP is withdrawn immediately. Otherwise,
if a VEIP Participant ceases to be employed by Accenture or an affiliate of Accenture after the Last Monthly
Exercise Date, the consequences for his/her Matching RSUs or Matching Options depend on the reason
for and timing of termination of employment.
Unless otherwise determined by the SIP Committee, Awards are not transferable by an Awardee other than
as provided by will or the governing laws of descent and distribution.
- 11 -
CHAPTER B:
ORGANIZATION AND ACTIVITIES
OF ACCENTURE LTD
I.
BOARD OF DIRECTORS AS OF OCTOBER 26, 2006
Name
Position
William D. Green
53
Chairman of the Board of Directors
Sir Mark Moody-Stuart
66
Director
Blythe J. McGarvie
49
Director
Dina Dublon
53
Director
Robert I. Lipp
68
Director
Wulf von Schimmelmann
59
Director
William L. Kimsey
64
Director
Dennis F. Hightower
64
Director
Marjorie Magner
57
Director
Nobuyuki Idei
68
Director
II.
EXECUTIVE OFFICERS AS OF OCTOBER 26, 2006
Name
1
Age
Age
Position
Kevin Campbell
46
Group Chief Executive — Outsourcing
Gianfranco Casati
47
Group Chief Executive — Products
Martin I. Cole
50
Group Chief Executive — Communications & High
Tech
Anthony G. Coughlan
49
Principal Accounting Officer and Controller
Pamela J. Craig1
49
Senior Vice President – Finance
Karl-Heinz Flöther
54
Group Chief Executive — Systems Integration,
Technology & Delivery
Mark Foster
47
Group Chief Executive — Business Consulting &
Integrated Markets
Robert N. Frerichs
54
Chief Quality & Risk Officer
William D. Green
53
Chief Executive Officer and Chairman of the Board
of Directors
Adrian Lajtha
49
Group Chief Executive — Financial Services
Mrs. Craig became Accenture's CFO on October 31, 2006, before which date she served as the Company's Senior Vice
President – Finance.
- 12 -
Age
Name
Position
Lisa M. Mascolo
46
Group Chief Executive — Government
Michael G. McGrath2
60
Chief Financial Officer
Stephen J. Rohleder
49
Chief Operating Officer
Douglas G. Scrivner
55
General Counsel and Secretary
Alexander M. van't Noordende
43
Group Chief Executive — Resources
For at least the previous five years, none of the above-named directors or executive officers of Accenture
has:
(a)
been convicted in relation to fraudulent offenses;
(b)
been associated with any bankruptcies, receiverships or liquidations when acting in their capacity of
3
directors or executive officers of Accenture; or
(c)
been subject to any official public incrimination and/or sanctions by statutory or regulatory
authorities (including designated professional bodies) or ever been disqualified by a court from
acting as a member of the administrative, management or supervisory bodies of an issuer or from
acting in the management or conduct of the affairs of any issuer.
There are no family relationships between any of the executive officers and directors listed above.
III.
PARTICULAR PROVISIONS OF ACCENTURE LTD'S BYE-LAWS
The annual general meeting of Accenture's shareholders is held at the date, time and place as determined
by Accenture's Board of Directors and according to the requirements of the Companies Acts of Bermuda
and must be called by at least 30 clear days' notice. All persons who are registered holders of Accenture
Shares or Class X common shares at the close of business on the record date (as selected by the Board of
Directors) are entitled to vote at the annual general meeting. At the annual general meeting, the
shareholders elect directors to fill open positions on the Board and address such other matters as may
properly come before the meeting.
A special general meeting of the Company must be called by at least 10 clear days' notice.
IV.
GENERAL INFORMATION ABOUT ACCENTURE LTD'S SHARE CAPITAL
Accenture has an authorized share capital comprising 20,000,000,000 Class A common shares, par value
USD 0.0000225 per share; 1,000,000,000 Class X common shares, par value USD 0.0000225 per share;
and 2,000,000,000 preferred shares, par value USD 0.0000225 per share. As of October 12, 2006,
584,360,126 Class A common shares, were issued and outstanding (which number does not include
35,306,040 issued Class A common shares, held by the Company's subsidiaries); and 237,733,470
Class X common shares were issued and outstanding. No preferred shares were issued or outstanding.
Holders of Accenture Shares and Class X common shares are entitled to one vote per share at Accenture
general meetings and do not have cumulative voting rights. A holder of a Class X common share is not,
however, entitled to receive dividends or to receive payments out of surplus upon a liquidation of
Accenture. Subject to certain limitations, Accenture may redeem, at its option, any Class X common share
2
3
Mr. McGrath ceased being Accenture's CFO on October 31, 2006, when Mrs. Craig assumed this position. Mr. McGrath
assumed the role of International Chairman of Accenture on October 31, 2006.
However, Dennis F. Hightower serves as a Director on the Board of Directors of Northwest Airlines, Inc., which filed for
bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code on September 14, 2005.
- 13 -
for a redemption price equal to the par value of the Class X common share, or USD 0.0000225 per share.
Class X common shares are not transferable without the consent of Accenture. For the avoidance of
doubt, no Class X common shares have been issued or are issuable under both the ESPP and the SIP.
The rights and preferences of Accenture's authorized preferred shares are currently undesignated.
To Accenture's knowledge, based upon the Schedule 13G's that had been filed with the SEC before
November 12, 2006, the following parties beneficially held, as of the relevant dates indicated below, 5% or
more of the total outstanding number of Accenture Shares:
Number of Beneficially
Owned Accenture Shares
Percentage of total
Accenture Shares
outstanding
35,722,048(1)
6.28%(1)
29,809,161(2)
5.20%(2)
San Francisco, California 94105 U.S.A.
15,000(3)
0.00%(3)
Approximate Totals for Barclays Global
Investors, NA et al.
29,824,161(4)
5.20%(4)
Name of Beneficial Owner
Wellington Management Company LLP
75 State Street
Boston, Massachusetts
02109 U.S.A.
Barclays Global Investors, NA et al.
45 Fremont Street
(1) Based on information set forth in amendment number 3 to Schedule 13G, filed with the SEC on February 14, 2006 by
Wellington Management Co. LLP.
(2) Based on information set forth in a Schedule 13G filed with the SEC on January 26, 2006 by Barclays Global Investors,
NA and certain related entities.
(3) Based on information set forth in an amended Schedule 13G filed with the SEC on February 9, 2006 by Barclays Bank
Plc and certain related entities.
(4) The approximate total number of Barclays Global Investors, NA et al.'s beneficially owned Accenture Shares and
approximate percentage of total Accenture Shares outstanding have been estimated based on information set forth in: (i) a
Schedule 13G filed with the SEC on January 26, 2006 by Barclays Global Investors, NA and certain related entities, and (ii) an
amended Schedule 13G filed with the SEC on February 9, 2006 by Barclays Bank Plc and certain related entities.
Additionally, as of November 12, 2006, two Dutch foundations, Stichting Naritaweg I and Stichting
Naritaweg II, held approximately 15,370,217 and 18,395,606 Accenture Class X common shares
respectively, representing 6.76% and 8.08%, of the total number of outstanding Class X shares.
Each of the above-named stockholders is entitled to one vote for each Accenture Class X common share
or Accenture Share held by such shareholder.
V.
GENERAL DESCRIPTION OF ACCENTURE
Accenture is one of the world's leading management consulting, technology services and outsourcing
organizations, with approximately 140,000 employees; offices and operations in more than 150 cities in 49
countries; and revenues before reimbursements of USD 16.65 billion for fiscal 2006.
The principal objects of Accenture are to carry on business as a holding company, to coordinate the
administration, policies, management and control of its subsidiaries and affiliates and to provide financing,
management and advisory services to its subsidiaries and affiliates. The objects of Accenture are set out
in paragraph 6 of its memorandum of continuance (see Exhibit VI hereto).
Accenture is an exempted company organized under the Companies Act 1981 of Bermuda with no material
assets other than Class II and Class III common shares in its subsidiary, Accenture SCA, a Luxembourg
- 14 -
partnership limited by shares ("Accenture SCA"). Accenture's only business is to hold these shares and to
act as the sole general partner of Accenture SCA. As the general partner of Accenture SCA and as a
result of Accenture's majority voting interest in Accenture SCA, Accenture controls Accenture SCA's
management and operations and consolidates Accenture SCA's results in its financial statements.
Accenture operates its business through subsidiaries of Accenture SCA. Accenture SCA generally
reimburses Accenture for its expenses but does not pay Accenture any fees.
Accenture's "high performance business" strategy builds on its expertise in consulting, technology and
outsourcing to help clients perform at the highest levels so they can create sustainable value for their
customers, stakeholders and shareholders. Accenture uses its industry and business-process knowledge,
service offering expertise and insight into and deep understanding of emerging technologies to identify new
business and technology trends and formulate and implement solutions for clients under demanding time
constraints. Accenture helps clients identify and enter new markets, increase revenues in existing markets,
improve operational performance and deliver their products and services more effectively and efficiently.
Accenture operates globally with one common brand and business model designed to enable it to provide
clients around the world with the same high level of service. Drawing on a combination of industry
expertise, functional capabilities, alliances, global resources and technology, Accenture delivers
competitively priced, high-value services that help its clients measurably improve business performance.
Accenture's global delivery model enables it to provide a complete end-to-end delivery capability by
drawing on Accenture's global resources to deliver high-quality, cost-effective solutions to clients under
demanding timeframes.
In connection with the Company's transition to a corporate structure in fiscal year 2001, Accenture's
partners generally exchanged all of their interests in Accenture's prior series of partnerships and
corporations under control of the partners for Accenture Shares or, in the case of partners in certain
countries, Accenture SCA Class I common shares or exchangeable shares issued by Accenture Canada
Holdings Inc., an indirect subsidiary of Accenture SCA. Generally, partners who received Accenture SCA
Class I common shares or Accenture Canada Holdings Inc. exchangeable shares also received a
corresponding number of Accenture's Class X common shares, which entitle their holders to vote at
Accenture's shareholder meetings but do not carry any economic rights.
Accenture maintains its registered office at Canon's Court, 22 Victoria Street, Hamilton HM12, Bermuda.
Accenture's accounts and those of its affiliates are audited by KPMG LLP and its affiliates on a global
basis. For historical information on Accenture's employees, see Chapter D, Section C, paragraph V.
VI.
RISK FACTORS
The following description of risk factors is presented for the convenience of the reader and is a summary of
those risk factors described more completely in Accenture's annual report filed with the SEC on Form 10-K
for the period ended August 31, 2006, attached hereto as Exhibit IV.
Risks that relate to Accenture's business:
•
Accenture's results of operations could be negatively affected if Accenture cannot expand and
develop its services and solutions in response to changes in technology and client demand.
•
The consulting, systems integration and technology, and outsourcing markets are highly
competitive, and Accenture might not be able to compete effectively.
•
Accenture's results of operations could be affected by economic and political conditions and the
effects of these conditions on Accenture's clients' businesses and levels of business activity.
•
Accenture's work with government clients exposes Accenture to additional risks inherent in the
government contracting process.
•
Accenture's business could be adversely affected if Accenture's clients are not satisfied with
Accenture's services.
•
Accenture's business could be negatively affected if Accenture incurs legal liability in connection
with providing its solutions and services.
- 15 -
•
Accenture's results of operations could be adversely affected if Accenture's clients terminate their
contracts with Accenture on short notice.
•
Outsourcing services are a significant part of Accenture's business and subject Accenture to
operational and financial risk.
•
Accenture could be subject to liabilities if its subcontractors or the third parties with whom it
partners cannot deliver their project contributions on time or at all.
•
Accenture's results of operations may be affected by the rate of growth in the use of technology in
business and the type and level of technology spending by its clients.
•
Accenture's profitability could suffer if Accenture is not able to maintain favorable pricing rates.
•
Accenture's profitability could suffer if Accenture is not able to maintain favorable utilization rates.
•
If Accenture's pricing structures do not accurately anticipate the cost and complexity of performing
its work, then Accenture's contracts could be unprofitable.
•
Many of Accenture's contracts utilize performance pricing that links some of its fees to the
attainment of various performance or business targets. This could increase the variability of
Accenture's revenues and margins.
•
Accenture's alliance relationships may not be successful.
•
Accenture's global operations are subject to complex risks, some of which might be beyond its
control.
•
Accenture's profitability could suffer if it is not able to control its costs.
•
If Accenture is unable to attract, retain and motivate employees or efficiently utilize their skills,
Accenture might not be able to compete effectively and will not be able to grow its business.
•
If Accenture is unable to collect its receivables or amounts extended to its clients as financing,
Accenture's results of operations could be adversely affected.
•
Tax legislation and negative publicity related to Bermuda companies could lead to an increase in
Accenture's tax burden or affect its relationships with its clients.
•
Accenture's services or solutions could infringe upon the intellectual property rights of others or
Accenture might lose its ability to utilize the intellectual property of others.
•
Accenture has only a limited ability to protect its intellectual property rights, which are important to
its success.
•
If Accenture is unable to manage the organizational challenges associated with its size and
expansion, Accenture might be unable to achieve its business objectives.
•
Accenture might acquire other businesses or technologies, and there is a risk that Accenture might
not successfully integrate them with its business or might otherwise fail to achieve its strategic
objectives.
Risks that relate to ownership of Accenture Shares:
•
The share price of Accenture Shares could be adversely affected from time to time by sales, or the
anticipation of future sales, of Accenture Shares held by Accenture's employees and former
employees.
•
Accenture's share price has fluctuated in the past and could continue to fluctuate, including in
response to variability in revenues, operating results and profitability, and as a result Accenture's
share price could be difficult to predict.
•
Accenture's share price could be adversely affected if Accenture is unable to maintain effective
internal controls.
- 16 -
•
Accenture is registered in Bermuda and a significant portion of Accenture's 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.
•
Bermuda law differs from the laws in effect in the United States and might afford less protection to
shareholders.
•
Accenture might be unable to access additional capital on favorable terms or at all. If Accenture
raises equity capital, it may dilute Accenture's shareholders' ownership interest in Accenture.
Additional risk factors:
In addition to the above, Accenture draws the public's attention to the following:
VII.
•
The Accenture Shares are not listed on a regulated market of the EEA. The Accenture Shares are
listed only on the NYSE.
•
The present offer pursuant to this prospectus is addressed solely to the employees of certain EEA
subsidiaries of Accenture.
•
From Accenture's incorporation in 2001 through the end of fiscal 2005, Accenture did not declare
or pay any cash dividends or any class of equity. On November 15, 2005, Accenture paid a cash
dividend of USD 0.30 per share on its Class A common shares. On September 25, 2006,
Accenture declared a cash dividend of USD 0.35 per share on its Class A common shares. Future
dividends on the Accenture Shares, if any, will be at the discretion of the Board and will depend
on, among other things, Accenture's results of operations, cash requirements and surplus, financial
condition, contractual restrictions and other factors that the Board may deem relevant, as well as
Accenture's ability to pay dividends in compliance with the Bermuda Companies Act.
RESEARCH AND DEVELOPMENT; INTELLECTUAL PROPERTY
Accenture uses new and emerging technologies to develop business solutions that Accenture believes will
be the drivers of its clients' growth and enable them to be first to market with unique capabilities. Key areas
of focus include information insight and sensor technologies.
Accenture is committed to developing leading-edge ideas, as Accenture believes that both research and
innovation have been major factors in its success and will help it continue to grow in the future. Accenture
use its investment in research and development—on which Accenture spent USD 298 million,
USD 243 million and USD 272 million in fiscal years 2006, 2005 and 2004, respectively—to help create,
commercialize and disseminate innovative business strategies and technology. Accenture's research and
innovation program is designed to generate early insights into how knowledge can be harnessed to create
innovative business solutions for its clients and to develop business strategies with significant value. A key
component of this is Accenture's research and development organization, Accenture Technology Labs,
which identifies and develops new technologies that Accenture believes will be the drivers of its clients'
growth and enable them to be first to market with unique capabilities. Accenture also promotes the
creation of knowledge capital and thought leadership through the Accenture Institute for High Performance
Business. In addition, Accenture spends a significant portion of its research and development resources
directly through its operating groups and its consulting, technology and outsourcing capabilities to develop
market-ready solutions for its clients.
Accenture's success has resulted in part from Accenture's proprietary methodologies, software, reusable
knowledge capital, assets and other intellectual property rights. Accenture relies upon a combination of
nondisclosure and other contractual arrangements as well as upon trade secret, copyright, patent and
trademark laws to protect Accenture's intellectual property rights and the rights of third parties from whom
Accenture licenses intellectual property. Accenture has promulgated policies related to confidentiality and
ownership and to the use and protection of Accenture's intellectual property and that owned by third
parties, and Accenture also enters into agreements with Accenture's employees as appropriate.
Accenture recognizes the increasing value of intellectual property in the marketplace and vigorously
creates, harvests and protects Accenture's intellectual property. At August 31, 2006, Accenture had 1,368
patent applications pending in the United States and other jurisdictions and had been issued 230 U.S.
patents and 125 non-U.S. patents in, among others, the following areas: goal-based educational
simulation; virtual call centers; hybrid telecommunications networks; development architecture frameworks;
- 17 -
emotion-based voice processing; mobile communications networks; location-based information filtering;
and computerized multimedia asset systems. Accenture intends to continue to vigorously identify, create,
harvest and protect Accenture's intellectual property and to leverage Accenture's protected, differentiated
assets and methodologies to provide superior value to Accenture's clients.
VIII.
RECENT DEVELOPMENTS
Accenture announced on September 28, 2006, that it had fourth quarter revenue of USD 3.97 billion for the
period ended August 31, 2006, a 1% increase over the same quarter of the prior year. Operating income
for the quarter was USD 501 million, a 14% increase when compared with USD 440 million (on an optionsadjusted basis) in the prior year period. Net income and diluted earnings per share for the fourth quarter of
2006 were USD 346 million and USD 0.56, respectively. Net income and diluted earnings per share for the
fourth quarter of 2005 were USD 196 million and USD 0.33, respectively (both on an options-adjusted
basis).
For the fiscal year ended August 31, 2006, Accenture had revenue of USD 16.65 billion, a 7% increase
over the fiscal year ended August 31, 2005.
Operating income for the 2006 fiscal year was
USD 1.84 billion, as compared to USD 1.89 billion in fiscal year 2005 (on an options-adjusted basis). Net
income and diluted earnings per share for the fiscal year ended August 31, 2006 were USD 973 million and
USD 1.59, respectively. Net income and diluted earnings per share for the fiscal year ended August 31,
2005 were USD 842 million and USD 1.40, respectively (both on an options-adjusted basis).
Additionally, on November 15, 2006, Accenture Finance (Gibraltar) Ltd ("AFGL"), an indirect subsidiary of
Accenture, purchased 1,979,450 Accenture Shares at a price of USD 24.75 per share, or approximately
USD 48,991,387.50 in aggregate. The Accenture Shares were sold to AFGL by certain former Accenture
partners residing outside the United States of America. Accenture waived the transfer restrictions contained
in its Bye-laws applicable to these shares to permit these transactions.
IX.
DOCUMENTS ON DISPLAY
Accenture's Internet address is www.accenture.com. There Accenture makes available, free of charge, its
annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any
amendments to those reports, as soon as reasonably practicable after it electronically files such material
with or furnishes it to the SEC. Accenture's SEC reports can be accessed through the investor relations
section of its Web site (http://investor.accenture.com).
- 18 -
CHAPTER C:
FINANCIAL INFORMATION CONCERNING ACCENTURE LTD
FOR THE THREE FISCAL YEARS ENDED AUGUST 31, 2006,
AUGUST 31, 2005 AND AUGUST 31, 2004
The consolidated financial statements of Accenture set out in this prospectus have been prepared in
accordance with Generally Accepted Accounting Principles in the United States of America (U.S. GAAP),
as authorized by Article 35(3) of the Prospectus Regulation.
The following selected financial data of Accenture has been derived from the historical consolidated
financial statements and should be read in conjunction with the consolidated financial statements and the
notes included therein.
For the consolidated balance sheets of Accenture and subsidiaries as of August 31, 2006 and 2005, and
the related consolidated statements of income, cash flows and stockholders' equity for each of the three
years in the period ended August 31, 2006, the reader's attention is called to the Annual Report on
Form 10-K of Accenture for the fiscal year ended August 31, 2006, filed with the SEC on October 18, 2006,
which is attached as Exhibit IV to this prospectus.
This prospectus incorporates by reference the consolidated balance sheet and related footnotes of
Accenture as of August 31, 2004, and the report of the independent registered public accounting firm with
respect to such consolidated balance sheet and related footnotes included in Accenture's Annual Report
(Form 10-K) for the year ended August 31, 2004, filed with the SEC, which are included in item 15 of
Exhibit I of the prospectus of Accenture that received AMF visa n° 05-181 on March 25, 2005. This
document is available on the website of the AMF at www.amf-france.org, and it may be obtained free of
charge upon an employee's request.
[THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
- 19 -
SELECTED FINANCIAL DATA
Year Ended August 31,
2006(1)(2)(3)
2005(3)
2004(3)
(in USD millions, except share and per share amounts)
Income Statement Data:
Revenues:
Revenues before reimbursements
Reimbursements
Revenues
Operating expenses:
Cost of services:
Cost of services before reimbursable
expenses
Reimbursable expenses
Cost of services
Sales and marketing
General and administrative costs
Reorganization and restructuring
(benefits) costs
Total operating expenses
Operating income
Gain (loss) on investments, net
Interest income
Interest expense
Other (expense) income
Equity in losses of affiliates
Income before income taxes
Provision for income taxes
Income before minority interest
Minority interest
Net income
$
16,646
1,582
18,228
$
15,547
1,547
17,094
$
13,673
1,440
15,113
11,652
1,582
13,234
1,708
1,493
10,455
1,547
12,002
1,558
1,512
9,057
1,440
10,497
1,488
1,340
(48)
16,387
1,841
2
130
(21)
(28)
(89)
14,983
2,111
21
108
(24)
(11)

1,924
491
1,433
(460)
973

2,206
697
1,509
(568)
940
29
13,355
1,759
3
60
(22)

(2)
$
$
1,799
576
1,223
(532)
691
$
__________________________
(1)
Includes the financial impact of the resolution of the NHS matter recorded during fiscal 2006. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations – The NHS Contracts" included on page 47 of Accenture's Annual Report on Form 10K for the fiscal year ended August 31, 2006, filed with the SEC on October 18, 2006 and attached as Exhibit IV to this prospectus.
(2)
Includes the impact of the Statement of Financial Accounting Standards No. 123R, "Share-Based Payment". For additional
information, refer to Footnote 11 (Share-Based Compensation) to Accenture's Consolidated Financial Statements under "Financial Statements
and Supplementary Data", included on page 73 of Accenture's Annual Report on Form 10-K for the fiscal year ended August 31, 2006, filed with
the SEC on October 18, 2006 and attached as Exhibit IV to this prospectus.
(3)
May not total due to rounding.
Year Ended August 31,
2006
2005
2004
(in millions, except share and per share amounts)
Weighted Average Class A Common
Shares:
Basic
Diluted
Earnings Per Class A Common Share:
Basic
Diluted
Dividends per common share
589,099,824
893,810,585
$
$
$
1.65
1.59
0.30
2006
Balance Sheet Data:
Cash and cash equivalent
Working capital
Total assets
Long-term debt, net of current portion
Shareholders' equity
$
$
$
$
$
3,067
1,537
9,418
27
1,894
- 20 -
588,505,335
960,853,814
$
$
$
553,298,104
1,003,081,228
1.60 $
1.56 $
 $
As of August 31,
1.25
1.22

2005
(in millions)
$
$
$
$
$
2,484
1,754
8,957
44
1,697
2004
$
$
$
$
$
2,553
1,745
8,013
32
1,472
RISK FACTORS
See Exhibit IV (Annual Report on Form 10-K for the period ended August 31, 2006 filed by Accenture with
the SEC on October 18, 2006), pages 20 – 36 and 72 – 73.
- 21 -
CHAPTER D:
SUPPLEMENTAL INFORMATION CONCERNING ACCENTURE LTD,
THE ESPP, THE SIP (INCLUDING THE VEIP)
SECTION A – THE ESPP
I.
THE OUTLINE
1.1
Purpose of the ESPP
The purpose of the ESPP is to give eligible employees the ability to share in Accenture's potential future
success. Accenture expects that it will benefit from the added interest that such eligible employees will
have in Accenture's welfare as a result of their increased equity interest in Accenture. Unless otherwise
defined below, the capitalized terms used below have the same meanings as those ascribed to them in
Chapter A of this prospectus.
1.2
Accenture Shares Offered Under the ESPP
The maximum number of Accenture Shares offered for purchase or subscription under the ESPP is
75,000,000, subject to the provisions relating to adjustments of such number in the event of certain
fundamental changes in the amount (or kind) of Accenture Shares. As of November 1, 2006, 31,168,794
Accenture Shares remain available for purchase under the ESPP, representing approximately 5.3% of the
approximately 587,297,000 Accenture Shares (excluding Accenture Shares held by Accenture's
subsidiaries) outstanding as of such date. Each Accenture Share has a par value of USD 0.0000225.
For each Purchase Period (as defined in paragraph 1.3 of Section A of Chapter D), each Participating
Employee has the right to purchase Accenture Shares, with payroll deductions (to the extent permitted by
applicable law) credited to an account (the "Account") during each Purchase Period, at the Purchase Price
specified in paragraph 1.4 of Section A of Chapter D of this prospectus (subject to the limitations imposed
by the ESPP). The ESPP Committee has determined that only whole Accenture Shares are delivered in
connection with any purchase and that the value of any fractional Accenture Shares is paid to the
Participating Employee in cash through payroll, after any applicable tax has been deducted.
Notwithstanding any other provision of the ESPP to the contrary, no Participating Employee in the ESPP
has the right to purchase Accenture Shares for any one calendar year under the ESPP or any other
employee share purchase plans of Accenture and its subsidiaries that exceed USD 25,000 of the Fair
Market Value of such Accenture Shares (determined at the time such right to purchase is granted).
Moreover, as established by the ESPP Committee, no Participating Employee may currently contribute to
the ESPP more than USD 7,500 during each Purchase Period.
In the event of any share dividend or split, reorganization, recapitalization, merger, consolidation,
amalgamation, spin-off or combination transaction or exchange of shares or other corporate exchange, or
any distribution to shareholders of Accenture Shares other than regular cash dividends or any transaction
similar to the foregoing, the ESPP Committee, in its sole discretion and without liability to any person, may
make such substitution or adjustment, if any, as it deems equitable as to: (i) the number or kind of
Accenture Shares or other securities issued or reserved for issuance pursuant to the ESPP; (ii) the number
or kind of Accenture Shares or other securities subject to outstanding Options; (iii) the Purchase Price;
and/or (iv) any other affected terms of such Options.
1.3
Purchase Period
As established by the ESPP Committee, the ESPP is offered each calendar year and currently operates
with two six-month purchase periods per calendar year (the "Purchase Periods"). The Purchase Periods
currently commence on May 2 and November 2 (each such commencement date of a Purchase Period,
a "Commencement Date") and expire on November 1 and May 1. Generally, the ESPP Committee or
Board may modify any terms of the ESPP, including the number and duration of the Purchase Periods and
the dates of the Commencement Dates (e.g., the current Purchase Periods and related terms could be
modified to correspond to the calendar year). Accenture Shares are purchased on the last regular
business day of each Purchase Period (the "Date of Exercise").
- 22 -
Once enrolled in the ESPP, Participating Employees' participation in subsequent Purchase Periods takes
place automatically until the employee voluntarily or involuntarily withdraws from the ESPP or the ESPP is
terminated. Currently, a Participating Employee may withdraw from the ESPP during the first Purchase
Period by October 15 and during the second Purchase Period by April 15. Accenture may require
Participating Employees to complete a new Form at any time it deems necessary or desirable to facilitate
ESPP administration or for any other reason.
1.4
Purchase Price
As established by the ESPP Committee, the purchase price per Accenture Share has currently been set at
85% of the Fair Market Value of an Accenture Share on the Date of Exercise (the "Purchase Price"). "Fair
Market Value" means the arithmetic mean of the highest and lowest trading prices of Accenture Shares as
quoted on the NYSE on the applicable purchase date.
1.5
Purchase of Stock
As currently established by the ESPP Committee, each Participating Employee who is a participant in the
ESPP for the duration of a Purchase Period is deemed to have exercised his/her right to purchase
Accenture Shares on the Date of Exercise, and is deemed to have purchased from the Company the
number of whole Accenture Shares that his/her accumulated payroll deductions on such date pays for at
the Purchase Price. The value of any fractional Accenture Shares acquired is paid to Participating
Employees in cash through payroll (less any applicable taxes).
1.6
Term of the ESPP
The ESPP continues in effect until the earlier of: (a) June 6, 2011; (b) its termination by the Board; or
(c) the date on which all of the Accenture Shares reserved under the ESPP have been purchased.
1.7
Amendment or Discontinuance of the ESPP
The Board may amend, alter or discontinue the ESPP, provided that any such amendment, alteration or
discontinuation cannot be made (i) without Accenture shareholder approval if it were to increase the total
number of Accenture Shares reserved for the ESPP (except in the cases described in paragraph 1.2 of
Section A of Chapter D of this prospectus), or (ii) without Participating Employee consent if it were to impair
any of the rights or obligations under any rights granted to such Participating Employee under the ESPP.
Notwithstanding the foregoing, the ESPP Committee may amend the ESPP as it deems necessary to
permit rights granted under the ESPP to meet the requirements of the Code.
II.
2.1
ELIGIBILITY
Eligible Employees
As determined by the ESPP Committe, employees who are employed by any Participating Subsidiary
(including the Designated EEA Subsidiaries) are eligible to participate in that offering under the ESPP,
provided that the ESPP Committee may, to the extent permitted by applicable law, exclude from
participation employees: (i) whose customary employment is twenty hours or less per week (within the
meaning of Section 423(b)(4)(B) of the Code)); (ii) whose customary term of employment is no longer than
five months in any calendar year (within the meaning of Section 423(b)(4)(C) of the Code); (iii) employees
who, if granted a purchase right pursuant to the ESPP, would immediately thereafter own (as determined
pursuant to Section 424(d) of the Code) Accenture Shares representing 5% or more of the total combined
voting power or value of all classes of shares of Accenture, its parent or subsidiary (as defined in
Section 424(f) of the Code) corporation (within the meaning of Section 423(b)(3) of the Code); and
(iv) employees who are highly compensated employees (within the meaning of Section 414(q) of the
Code). Currently, senior executives of Accenture and its affiliates are excluded from participating in the
ESPP.
2.2
Participation of Eligible Employees
As established by the ESPP Committee, eligible employees who wish to participate in the ESPP must
complete an enrollment agreement (the "Form") during the designated enrollment period (the "ESPP
Enrollment Period"). Currently, the ESPP Enrollment Period takes place during the period beginning six
weeks prior to the Commencement Date and ending two weeks prior to the Commencement Date
(e.g., from March 15 through April 15 for the first Purchase Period and from September 15 through
- 23 -
October 15 for the second Purchase Period). Unless applicable law requires a paper form, the Form must
be submitted to Accenture electronically through Accenture's "myHoldings.Accenture.com" intranet site, or
to such other entity designated by Accenture for this purpose, at least two weeks prior to the
Commencement Date.
At the end of each Purchase Period, each Participating Employee who continues to be eligible to
participate in the ESPP is automatically re-enrolled in the next Purchase Period, unless the Participating
Employee has advised the Company otherwise or has transferred to an Accenture entity in another
country.
2.3
Payroll Deductions
Employees may authorize payroll deductions (to the extent permitted by applicable law) in an amount
between 1% and 10% (in whole percentages) of their compensation for participation in the ESPP, subject
to the currently defined contribution limit of USD 7,500 per Purchase Period. The Participating Employee
must specify in the Form the percentage from each pay period that he/she authorizes for deduction from
his/her compensation for the ESPP (to the extent permitted by applicable law). During a Purchase Period,
a Participating Employee may change the percentage of authorized deductions by directing Accenture at
the time and in the manner specified by the ESPP Committee. However, any such change will not be
effective until the subsequent Purchase Period.
All payroll deductions made for a Participating Employee are credited to his/her Account under the ESPP.
No interest is paid or credited to the Account of any Participating Employee with respect to such payroll
deductions (except to the extent required by applicable law).
Payroll deductions currently commence on the Commencement Date and continue through subsequent
Purchase Periods until the earlier of (i) the expiration of the term of ESPP, or (ii) the Participating
Employee's termination of employment, early withdrawal from the ESPP or transfer to an Accenture entity
of another country. Payroll deductions are subject to modification by the Participating Employee as
described in this Section.
2.4
Discontinuance of Participation of Participating Employees
As established by the ESPP Committee, a Participating Employee may withdraw from the ESPP, in whole
but not in part, at any time until the fifteenth day of the month prior to the end of a Purchase Period through
the Enrollment Changes page of Accenture's "myHoldings.Accenture.com" intranet site (or using the
appropriate paper form if required by applicable law), in which event the Company refunds the entire
balance of his/her deductions as soon as practicable thereafter.
If a Participating Employee withdraws from the ESPP, he/she will not participate in a subsequent Purchase
Period unless and until he/she re-enrolls in the ESPP. To re-enroll in the ESPP, an eligible employee must
file a new Form. The eligible employee's re-enrollment will not become effective until the beginning of the
next Purchase Period.
The withdrawal of a Participating Employee from the ESPP as described in this Section is free of charge to
the Participating Employee.
2.5
Termination of Employment of Eligible Employees
Upon termination of employment for any reason whatsoever, including, but not limited to, death or
retirement, the balance in the Account of a Participating Employee is paid to the Participating Employee or
his/her estate.
III.
DELIVERY AND TRANSFERABILITY OF THE SHARES
Following the end of each Purchase Period, the number of Accenture Shares purchased by each
Participating Employee is deposited into an account established in the Participating Employee's name at
the ESPP broker, where the Participating Employee may hold or sell such acquired Accenture Shares.
However, in order to transfer such acquired Accenture Shares to another account, the Participating
Employee must wait 24 months from the beginning of the relevant Purchase Period.
Rights under the ESPP are not transferable by Participating Employees other than as provided by will or
the governing laws of descent and distribution.
- 24 -
SECTION B – THE SHARE INCENTIVE PLAN
I.
THE OUTLINE
1.1
Purpose of the SIP (including the VEIP)
The purpose of the SIP is to aid Accenture and its affiliates in recruiting, retaining and rewarding key
employees, directors, consultants or other Persons of outstanding ability and to motivate such individuals
who perform services for Accenture or an Affiliate to exert their best efforts on behalf of Accenture and its
Affiliates by providing incentives through the granting of Awards. Accenture expects that it will benefit from
the added interest that such key employees, directors, consultants or other Persons will have in the welfare
of Accenture as a result of their proprietary interest in Accenture's potential success. Capitalized terms not
defined below have the meaning ascribed to them in Chapter A of this prospectus. The VEIP is a program
established under the terms and conditions of the SIP by the SIP Committee to permit senior executives of
Accenture and its affiliates to use a portion of their cash compensation to purchase Accenture Shares.
1.2
Accenture Shares Offered Under the SIP (including the VEIP)
The maximum number of Accenture Shares offered for purchase or subscription under the SIP is
375,000,000, subject to the provisions relating to adjustments of such number in the event of certain
fundamental changes in the amount (or kind) of Accenture Shares. As of November 1, 2006, there are
approximately 264,643,240 Accenture Shares available for issuance under the SIP, representing
approximately 45% of the approximately 587,297,000 Accenture Shares outstanding as of such date. Each
Accenture Share has a par value of USD 0.0000225.
In the event of any change in the outstanding Accenture Shares by reason of any Accenture Share
dividend or split, reorganization, recapitalization, merger, consolidation, amalgamation, spin-off or
combination transaction or exchange of Accenture Shares or other corporate exchange, or any distribution
to shareholders of Accenture Shares other than regular cash dividends or any transaction similar to the
foregoing, the SIP Committee in its sole discretion and without liability to any person may make such
substitution or adjustment, if any, as it deems to be equitable to the number or kind of Accenture Shares or
other securities issued or reserved for issuance pursuant to the SIP or pursuant to outstanding Awards or
to the terms of any outstanding Awards.
1.3
Awards Offered Under the SIP
Pursuant to the terms of the SIP, Accenture may offer Awards in the form of Options or RSUs that provide
Awardees with a right to acquire Accenture Shares. Awards may also be made in the form of Accenture
Shares, restricted Accenture Shares, SARs and Other Share-Based Awards (as defined in the SIP). A
table provided in Chapter A of this prospectus provides further information concerning the Options, RSUs,
SARs and Other Share-Based Awards that may be offered under the SIP.
Unless otherwise determined by the SIP Committee, Awards are not transferable by the Awardee other
than as provided by will or the governing laws of descent and distribution.
The terms of any Award, including the number of Accenture Shares that may be offered and the price
payable (if any) by the Awardee for the Accenture Shares subject to an Award, are determined by the SIP
Committee in its discretion. With respect to Awardees who reside or work outside of the United States of
America, the SIP Committee may, in its sole discretion, amend the terms of the SIP or Awards with respect
to such Awardees in order to conform such terms with the provisions of applicable law, and the SIP
Committee may, where appropriate, establish one or more sub-plans to reflect such amended or varied
provisions.
Options represent the right to purchase Accenture Shares at a date or dates in the future at a certain
exercise price. Once the Options vest (i.e., when the restrictions on exercise of the Options have lapsed),
the Awardee may exercise the Options to purchase Accenture Shares. At the time of exercise, the
Awardee must pay the exercise price in a manner approved by the SIP Committee. Unvested Options are
generally forfeited upon termination of employment. Vested Options are generally exercisable for only a
limited time after termination of employment.
RSUs represent an unsecured promise to deliver Accenture Shares to Awardees at a later time. The SIP
Committee determines the terms of a particular RSU agreement, including, without limitation, the vesting
schedule (i.e., the imposition of a restriction that lapses over a period of time) of the RSUs, along with the
- 25 -
related number of shares and their terms of delivery. Generally, if an Awardee remains continuously
employed by Accenture or an affiliate of Accenture until the relevant vesting date, the RSUs vest and
Accenture Shares are automatically delivered to the Awardee pursuant to a delivery schedule. The
Awardee does not generally pay any cash consideration to receive the RSUs or the Accenture Shares. If
the Awardee's employment terminates before the RSUs are fully vested, any unvested portion of the RSU
is generally forfeited and canceled. Treatment of any vested portion of the RSU depends upon the specific
terms of the relevant RSU agreement and may depend on the reason for the termination.
1.4
Specific Terms of Awards Offered Under the VEIP
(a)
VEIP Rights to Acquire Accenture Shares
Eligible Awardees who chose to participate in the VEIP (the "VEIP Participants") are given the right to
purchase Accenture Shares during the calendar year (the "VEIP Year") following their enrollment in the
VEIP. As established by the SIP Committee, VEIP Participants use a percentage of their eligible cash
compensation to purchase Accenture Shares on the fifth day of each month following the month in which
the cash compensation is earned (the "Monthly Exercise Date"). Accordingly, the first Monthly Exercise
Date of a VEIP Year currently is February 5 and the last Monthly Exercise Date of a VEIP Year currently is
January 5 of the following calendar year (the "Last Monthly Exercise Date").
(b)
Exercise Price of VEIP Rights to Acquire Accenture Shares
The price at which Accenture Shares are acquired on each Monthly Exercise Date is the Fair Market Value
of the Accenture Shares on such date. Only whole Accenture Shares are purchased. Any fractional
amounts of Monthly Contributions are carried over from one month to the next, with any fractional amounts
remaining at the end of the VEIP Year being refunded to the VEIP Participant in cash after the Last Monthly
Exercise Date.
(c)
Matching RSUs
All VEIP Participants who on the Last Monthly Exercise Date remain employed by Accenture or an affiliate
of Accenture and who have not withdrawn from the VEIP are granted a matching Award in the form of
RSUs (the "Matching RSUs") on the Last Monthly Exercise Date.
Matching RSUs represent an unsecured promise to deliver Accenture Shares equal in number to 50% of
the number of Accenture Shares (rounded down to the nearest whole Accenture Share) acquired by the
VEIP Participant pursuant to the VEIP during the preceding calendar year and which the VEIP Participant
has not sold or transferred prior to the Last Monthly Exercise Date.
(d)
Vesting of Matching RSUs
The Matching RSUs are subject to a 24-month vesting period that begins on the Last Monthly Exercise
Date (the "RSU Vesting Period"). If a VEIP Participant remains an employee of Accenture or an affiliate of
Accenture at the end of the RSU Vesting Period, the Accenture Shares subject to the Matching RSUs will
be delivered to the VEIP Participant as soon as practicable following the end of the RSU Vesting Period,
unless an additional voluntary deferral period has been elected (as permitted by applicable law).
(e)
Matching Options Alternative
In a limited number of jurisdictions where it is deemed beneficial to do so, the Matching Award may take
the form of Options (the "Matching Options"). If the VEIP Participant remains an employee of Accenture or
an affiliate of Accenture, his/her Matching Options will be exercisable at the end of the RSU Vesting Period
at the prescribed nominal exercise price.
1.5
Amendment or Discontinuance of the SIP (including the VEIP)
The Board may amend, alter or discontinue the SIP (including the VEIP), provided that any such
amendment, alteration or discontinuation shall not be made (i) without Accenture's shareholders' approval if
it were to increase the total number of Accenture Shares reserved for the SIP (currently 375,000,000),
except in the cases described in paragraph 1.2 of Section A of Chapter D of this prospectus, or (ii) without
the VEIP Participants consent if it were to impair any of the rights or obligations under any rights granted to
such VEIP Participant under the SIP. However, the SIP Committee may amend the SIP (including the
VEIP) as it deems necessary to permit Awards to meet the requirements of the Code or other applicable
laws.
- 26 -
II.
2.1
ELIGIBILITY UNDER THE VEIP
Eligible Employees
Currently, VEIP Participants that are senior executives at levels one through four of Accenture or any of its
eligible affiliates may participate in the VEIP to the extent legally permissible and practical. Such
employees that transfer internationally within Accenture or any of its affiliates may continue their
participation, subject to administrative and legal feasibility.
2.2
Participation of VEIP Participants
VEIP Participants currently have the opportunity to decide whether to participate during an annual
enrollment period that precedes a VEIP Year. At the end of each VEIP Year in which the VEIP is offered,
each VEIP Participant who continues to be eligible to participate in the VEIP will be automatically reenrolled for the following VEIP Year, unless the VEIP Participant has advised the Company otherwise.
2.3
Payroll Deductions
Under the VEIP, VEIP Participants are currently given the right to purchase Accenture Shares at Fair
Market Value on a monthly basis with (usually) monthly payroll deductions (as permitted by applicable law)
(the "Monthly Contribution") during the VEIP Year. VEIP Participants can choose a Monthly Contribution of
between 1% and 30% (in whole percentages) of their monthly cash compensation. The percentage chosen
is based on a VEIP Participant's pre-tax cash compensation, but the Monthly Contribution itself is an
after-tax amount. Once chosen, a VEIP Participant cannot change the amount of the Monthly Contribution
for the remainder of the VEIP Year.
The maximum annual aggregate participation is currently limited to 8% of the total global senior executive
forecasted cash compensation. Individual participation by VEIP Participants is reduced on a pro rata basis
in the month such 8% cap is reached, and share purchases stop if the VEIP is over-subscribed and such
8% cap is reached.
2.4
Discontinuance of Participation of VEIP Participants
A VEIP Participant may decide not to exercise his/her right to purchase Accenture Shares under the VEIP
during the VEIP Year and, by doing so, withdraw from the VEIP. The consequences of such withdrawal
from the VEIP program to the employee are the same as if he/she had voluntarily terminated his/her
employment at Accenture (as described in paragraph 2.5 of Section B of Chapter D of this prospectus).
2.5
Termination of Employment of VEIP Participants
If a VEIP Participant ceases to be employed by Accenture or an affiliate of Accenture before the Last
Monthly Exercise Date, any Monthly Contribution that has not been used to purchase Accenture Shares is
returned to the VEIP Participant and his/her participation in the VEIP will be withdrawn immediately.
If a VEIP Participant ceases to be employed by Accenture or an affiliate of Accenture after the Last Monthly
Exercise Date, the consequences for his/her Matching RSUs or Matching Options depend on the reason
for and timing of the VEIP Participant's termination of employment, which are reviewed in the following four
paragraphs.
If a VEIP Participant ceases employment by reason of death or disability, all unvested Matching RSUs or
unvested Matching Options vest immediately. In the case of Matching RSUs, the underlying Accenture
Shares are delivered as soon as reasonably practicable following vesting. Vested Matching Options may
be exercised at any time until they expire (i.e., currently ten years after the Last Monthly Exercise Date).
If a VEIP Participant ceases employment by reason of voluntary termination, he/she forfeits all unvested
Matching RSUs and unvested Matching Options. However, the date on which the Accenture Shares
underlying vested Matching RSUs are delivered will not change from the schedule prescribed by the
applicable RSU agreement. Vested Matching Options remain exercisable for 90 days following the date of
termination of employment and then expire, except where a VEIP Participant's employment terminates by
reason of retirement, in which case vested Matching Options may be exercised at any time until they expire
(i.e., currently ten years after the Last Monthly Exercise Date).
If a VEIP Participant ceases employment by reason of involuntary termination within 12 months of the Last
Monthly Exercise Date, 50% of the Matching RSUs or Matching Options will vest at the date of termination
of employment and the remainder will be forfeited. If the VEIP Participant's employment terminates
- 27 -
12 months or later from the Last Monthly Exercise Date, 100% of the Matching RSUs or Matching Options
vest on termination of employment. The date on which the underlying Accenture Shares to which vested
Matching RSUs relate are delivered does not change. Vested Matching Options remain exercisable for
180 days following the date of termination of employment and then expire.
If the employment of a VEIP Participant is terminated or otherwise ceases for cause, he/she forfeits all
Matching RSUs and Matching Options. In addition, Accenture Shares delivered pursuant to Matching
RSUs and Matching Options are retracted if permitted by applicable law.
Regardless of the reason for a VEIP Participant's cessation of employment, if he/she ceases employment
before a Matching RSU or a Matching Option has been granted, no grant of a Matching RSU or a Matching
Option is made.
III.
DELIVERY AND TRANSFERABILITY OF THE SHARES UNDER THE VEIP
Currently, delivery of Accenture Shares underlying RSUs or Options occurs 24 months from the granting of
the Matching RSU or Matching Option (i.e., currently 24 months from January 5), unless an additional
voluntary deferral period is elected (as permitted by applicable law).
Rights under the VEIP are not transferable by VEIP Participants other than as provided by will or the
governing laws of descent and distribution.
SECTION C – PROVISIONS COMMON TO THE ESPP AND THE SIP (INCLUDING THE VEIP) AND
PROVISIONS RELATING TO ACCENTURE
I.
RIGHTS RELATED TO THE ACCENTURE SHARES
1.1
Type and the Class of the Securities Being Offered, Including the Security Identification
Code
Accenture has an authorized share capital comprising 20,000,000,000 Class A common shares, par value
USD 0.0000225 per share; 1,000,000,000 Class X common shares, par value USD 0.0000225 per share;
and 2,000,000,000 preferred shares, par value USD 0.0000225 per share. As of October 12, 2006,
584,360,126 Class A common shares were issued and outstanding (which number does not include
35,306,040 issued Class A common shares held by the Company's subsidiaries); and 237,733,470 Class X
common shares were issued and outstanding. No preferred shares were issued or outstanding.
The Accenture Shares are listed on NYSE under the symbol "ACN". The CUSIP number for the Accenture
Shares is G1150G111.
1.2
Legislation Under Which the Securities Have Been Created
The Accenture Shares were created under the Companies Act 1981 of Bermuda. Subject to the terms of
awards of Accenture Shares under and pursuant to the ESPP and the SIP (including the VEIP), the rights
and restrictions attaching to the Accenture Shares are governed by Accenture's Bye-laws and the laws of
Bermuda.
1.3
Form of Securities, Name and Address of the Entity in Charge of Keeping the Records
Accenture Shares are issued in registered form. In general, Accenture Shares may be held by
stockholders in their own names or in the names of brokers or other nominees (commonly known as in
"street name"). The Company's transfer agents and registrars are Reid Management Ltd in Bermuda and
National City Bank in the United States.
National City Bank can be contacted through the web at [email protected] by
telephone at 001-800-622-6757 or by mail at: National City Bank, Dept. 5352, Corporate Trust Operations,
P.O. Box 92301.
The Company's designated ESPP broker for all relevant EEA Accenture employees participating in this
offer (except for any such employees in Portugal) is currently Smith Barney. In Portugal, the Company's
designated ESPP broker is Banco de Investimento Global S.A. The addresses and telephone numbers of
Smith Barney and Banco de Investimento Global S.A., respectively are:
- 28 -
Smith Barney
388 Greenwhich Street
18F New York, NY 10013
U.S.A.
Telephone: +1-212-615-7955
Banco de Investimento Global S.A.
Raça Duque de Saldaña
N°1, 8° - 1050
Lisboa
Portugal
Telephone (of contact – Sonia Vilica): +351 213 305 512
Participating Employees are informed of the number of Accenture Shares purchased via periodic
statements. Participating Employees are not charged broker fees when Shares are purchased under the
ESPP.
The Company's designated VEIP broker for all relevant EEA Accenture employees participating in the VEIP
offer is currently UBS Financial Services ("UBS"). The address and telephone number of UBS is:
UBS Financial Services
Corporate Employee Financial Services
P.O. Box 830 Weehawker, NJ 07086-0830
U.S.A.
Telephone: +1-201-272-7563
VEIP Participants are informed of the number of Accenture Shares purchased via periodic statements.
VEIP Participants are not charged broker fees when Shares are purchased under the ESPP.
The SEC imposes a fee on the transfer of shares. This fee is paid to the SEC at the time of sale and is
required for all equity trades. Upon selling the Accenture Shares, the Participating Employee/VEIP
Participant will be charged a fee currently equal to USD 0.0000307 multiplied by the total principal amount
of the sale proceeds. The fee will be reduced to USD 0.0000153, which will become effective thirty (30)
days after the date of enactment of the SEC's regular appropriation for the 2007 fiscal year.
1.4
Currency of the Securities Issue
United States Dollar.
1.5
Rights Attached to the Securities
The rights attaching to the Accenture Shares and class X common shares can be varied with the consent in
writing of the holders of not less than 50% of the issued shares of the relevant class or with the sanction of
a resolution passed at a separate class meeting of holders of shares of that class approved by not less
than 50% of the votes cast. Dissenters' rights apply under Bermuda law in respect of share right variations,
under which the holders of not less than 10% of the issued shares of the relevant class may apply to the
court in Bermuda to have the variation cancelled.
There are no provisions under Bermuda law or the Bye-laws of Accenture requiring shareholder ownership
or certain levels of shareholder ownership to be disclosed in Bermuda.
No Participating Employee or Awardee shall have any voting, dividend, or other shareholder rights with
respect to any Accenture Shares offered under the ESPP or the SIP (including the VEIP) until the
Accenture Shares have been purchased and registered in the name of the Participating Employee or
Awardee (or his or her nominee).
Following such purchase and registration, the Participating Employee or Awardee (or his or her nominee)
shall be entitled to the rights attached to the Accenture Shares, as further described below:
Dividend Rights. Accenture's Board may from time to time make distributions to its shareholders subject
to Accenture's Bye-laws and the limitation set out in section 54 of the Companies Act 1981 of Bermuda, as
summarized below.
- 29 -
No distribution may be made if there are reasonable grounds for believing that, at the relevant time:
(a)
Accenture is, or would after the payment be, unable to pay its liabilities as they become due; or
(b)
the realizable value of Accenture's assets would as a result of the distribution, be less than the
aggregate of its liabilities and its issued share capital and share premium accounts.
Each Accenture Share is entitled to a pro rata part of any dividend declared by the Board, subject to any
preferred dividend rights of any preferred shares then outstanding. There currently are no outstanding
preferred shares. Class X common shares are not entitled to dividends.
There are no fixed dates upon which entitlements to dividends arise under the rights attaching to the
Accenture Shares. Any dividend or distribution entitlement which is unclaimed for a period of six years
from the date on which it became payable is forfeited and reverts to Accenture. The amount of any
dividend declared in respect of the Accenture Shares is in the discretion of the Accenture Board and there
is no fixed or prescribed basis for calculation of dividends on Accenture Shares or the timing of the
declaration or payment of dividends on Accenture Shares. There are no cumulative rights in respect of
dividends on Accenture Shares. The Accenture Shares do not represent any fixed right of the shareholder
to participate in the profits of Accenture.
Right to Receive Liquidation Distributions. Except as otherwise provided in accordance with
Accenture's Bye-laws, on a winding-up of Accenture, each Accenture Share would be entitled to be paid a
pro rata part of the value of Accenture's assets remaining after payment of Accenture's liabilities, subject to
any preferred rights on liquidation of any preferred shares. Accenture's Class X common shares would not
be entitled to be paid any amount upon a winding-up of Accenture.
Dilution. Accenture's Board has authority to issue authorized but unissued Accenture Shares, Class X
common shares or preferred shares, without further vote or action by Accenture's shareholders, up to the
maximum number authorized in each share class. The Board has power to determine the rights and
restrictions and preferences to attach to the preference shares
Any preference shares issued by the Board could rank in priority to the Accenture Shares with respect to
dividends, voting rights and liquidation rights.
Preemptive, Redemptive or Conversion Provisions. Holders of Accenture Shares and Class X common
shares do not have pre-emptive rights.
Accenture Shares are not redeemable, although such shares may from time to time be repurchased by
agreement between Accenture and the relevant shareholder.
Accenture may, at its option, redeem at any time any Class X common share for a redemption price equal
to the par value of such Class X common share, or USD 0.0000225 per share. Accenture has separately
agreed not to redeem any Class X common share of a holder if the redemption would reduce the number of
Class X common shares held by that holder to a number that is less than the number of Accenture SCA
Class I common shares or Accenture Canada Holdings Inc. exchangeable shares held by that holder, as
the case may be.
Accenture Shares and Accenture Class X common shares are not convertible.
Transfer. Accenture Shares are, subject to certain restrictions on transfer applicable to some employee
and ex-employee shareholders, transferable by their holders. Class X common shares are transferable by
their holders only with consent of Accenture.
There is no takeover control legislation in Bermuda applicable to Accenture or any provisions in the Byelaws of Accenture limiting the ability of a shareholder to acquire control of the Company.
Voting Rights. Holders of Accenture Shares and Class X common shares are entitled to one vote for each
share held and vote together as a single class on all matters submitted to a vote of shareholders, except for
those matters for which a class vote is required under Bermuda law, where a separate vote of the
shareholders of the affected class only is required.
Under Bermuda law, and except as otherwise provided in the Companies Act 1981 of Bermuda or
Accenture's Bye-laws, questions brought before a general meeting of shareholders are decided by a
majority vote of the shareholders present in person or by proxy at the meeting and entitled to vote.
Accenture's Bye-laws provide that, subject to the provisions of the Companies Act 1981 of Bermuda, any
- 30 -
question proposed for the consideration of the shareholders will be decided by a simple majority of the
votes cast (except in the case of amendments to certain provisions of Accenture's Bye-laws, such as those
relating to amalgamations, discontinuances, asset sales and the appointment and resignation of directors,
where an 80% majority may be required if such amendments are not approved by the Board).
Meetings. The annual general meeting of the shareholders of Accenture for the election of directors and
for the transaction of such other business as properly may be submitted to such annual meeting, shall be
held at the time and place designated by the Board, and must be called by at least 30 clear days' notice.
Bermuda law provides that a special general meeting may be called by Accenture's Board, and must be
called upon the request of shareholders holding not less than 10% of the aggregate outstanding Accenture
Shares and Class X common shares. A special general meeting must be called by at least 10 clear days'
notice.
Shareholder Proposals. Under Bermuda law, shareholders who collectively hold at least 5% of the total
voting rights of Accenture's aggregate outstanding Accenture Shares and Accenture's Class X common
shares, or any group comprised of at least 100 or more registered shareholders, may, subject to certain
conditions, require a proposal to be submitted to an annual general meeting of shareholders.
Quorum. At any meeting of the shareholders, and except as otherwise provided by the Companies Acts or
the Bye-Laws, two shareholders present in person or by proxy and having the right to attend and vote at
the meeting and holding shares representing more than 50 per cent of the votes that may be cast by all
shareholders at the relevant time shall constitute a quorum.
Directors. Subject to certain limitations, all powers of management of Accenture are under the control of
Accenture's Board. The Board may delegate any powers of management to its officers. Accenture's
Bye-laws divide Accenture's Board into three classes, with members of each class being elected for threeyear terms. Accenture's Board determines the number of directors to serve from time to time, which must
be not less than 8 and not more than 15.
The election of Accenture's directors is determined by a majority of the votes cast at the general meeting at
which the relevant class of directors are elected. Accenture's shareholders do not have cumulative voting
rights. Accordingly, the holders of a majority of the voting rights attaching to Accenture's common shares
will, as a practical matter, be entitled to control the election of all directors.
Accenture's Board has adopted guidelines providing that, except for Accenture's chief executive officer and
up to two additional inside directors designated by Accenture's chief executive officer, Accenture's directors
will not be allowed to serve more than three consecutive terms.
Accenture's Board may fill a vacancy resulting from the resignation or termination of office of any director
until the next annual general meeting.
A director may be removed by a 66⅔% majority vote of certain employee shareholders where such
employee shareholders hold Accenture shares representing more than 50% of all votes capable of being
cast generally on shareholder resolutions or, where such requirement is not fulfilled, by a vote of 75% of
the other directors.
Amendment of Constitutional Documents. Bermuda law provides that a company's memorandum of
association or continuance may be amended by a resolution passed at a properly convened general
meeting of shareholders. An amendment to the memorandum of association or continuance to include
certain restricted business activities also requires the approval of the Bermuda Minister of Finance, who
may grant or withhold approval at his or her discretion.
Under Bermuda law, the holders of an aggregate of no less than 20% in par value of Accenture's issued
share capital or any class of issued share capital have the right to apply to the Bermuda Court for an
annulment of any amendment of the memorandum of association or continuance adopted by shareholders
at any general meeting, other than an amendment that alters or reduces share capital. Where such an
application is made, the amendment becomes effective only to the extent that it is confirmed by the
Bermuda Court. An application for the annulment of an amendment of the memorandum of association or
continuance must be made within 21 days after the date on which the resolution altering the company's
memorandum is passed and may be made on behalf of the persons entitled to make the application by one
or more of their number as they may appoint in writing for the purpose. No such application may be made
by persons voting in favor of the amendment.
- 31 -
Amendments to Accenture's Bye-laws must be approved by Accenture's Board and by shareholders by a
resolution passed by the holders of a majority of the votes cast, except for amendments to the provisions of
Accenture's Bye-laws relating to amalgamations, discontinuance, any sale, lease or exchange by
Accenture of all or substantially all of Accenture's property or assets and the appointment and removal of
directors which have not been approved by Accenture's Board, where shareholders holding not less than
80% of Accenture's issued and outstanding voting shares must approve the amendment.
1.6
Transferability
The Accenture Shares in this offering under the ESPP and the SIP (including the VEIP) are registered on a
registration statement on Form S-8 with the SEC and are generally freely transferable.
The ESPP and the SIP (including the VEIP) are intended to provide Accenture Shares for investment and
not for resale. Accenture does not, however, intend to restrict or influence any Participating Employee or
VEIP Participant in the conduct of his or her own affairs. A Participating Employee or VEIP Participant
(other than certain Participating Employees and/or VEIP Participants in France – see Section VI of
chapter D), therefore, may sell Accenture Shares purchased under the ESPP or the SIP (including the
VEIP) at any time he or she chooses, subject to compliance with any applicable securities laws and the
Company's internal policies. THE PARTICIPATING EMPLOYEE/VEIP PARTICIPANT ASSUMES THE
RISK OF ANY MARKET FLUCTUATIONS IN THE PRICE OF THE ACCENTURE SHARES.
II.
STATEMENT OF CAPITALIZATION AND INDEBTEDNESS AS OF AUGUST 31, 2006
Capitalization and Indebtedness (in thousands of USD)
Total Current debt
- Guaranteed
-
- Secured
-
- Unguaranteed / Unsecured
$24,792
Total Non-Current debt (excluding current portion of long-term debt)
- Guaranteed
-
- Secured
-
- Unguaranteed / Unsecured
$27,065
Shareholder's equity
a. Share capital (Common Shares of $482,309 plus additional paid-in
capital of $701,006)
$1,183,315
b. Legal Reserve
-
c. Other Reserves
-
Total
$1,183,315
- 32 -
Net Indebtedness (in thousands of USD)
A. Cash and B. Cash equivalents
$3,066,988
C. Short-term Investments
$352,951
D. Liquidity (A) + (B) + (C)
$3,419,939
E. Current Financial Receivable
-
F. Current Bank debt
$2,218
G. Current portion of non current debt
$22,574
H. Other current financial debt
-
I. Current Financial Debt (F) + (G) + (H)
$24,792
J. Net Current Financial Indebtedness (I) - (E) - (D)
$(3,395,147)
K. Non-current Bank loans
-
L. Bonds Issued
-
M. Other non-current loans
$27,065
N. Non-current Financial Indebtedness (K) + (L) + (M)
$27,065
O. Net Financial Indebtedness (J) + (N)
$(3,368,082)
As of the date of this prospectus, and since August 31, 2006, there have been no material changes in the
financial information relating to Accenture's capitalization and indebtedness, as contained in the tables
above in this Section II. As of the date of this prospectus and for the next twelve months, Accenture
believes (i) that its available cash balances and the cash flows expected to be generated from operations
will be sufficient to satisfy its current and planned working capital and investment needs and (ii) that
Accenture's longer-term working capital and other general corporate funding requirements will be satisfied
through cash flows from operations and, to the extent necessary, from its borrowing facilities and future
financial market activities.
For information relating to Accenture's indirect and contingent indebtedness, the reader's attention is
directed to page 71 (Obligations and Commitments) and page F-46 (Note 15 Commitments and
Contingencies) of Accenture's Annual Report on Form 10-K for the fiscal year ended August 31, 2006, filed
by Accenture with the SEC on October 18, 2006, attached as Exhibit IV hereto.
III.
ORGANIZATIONAL STRUCTURE
Accenture is the parent company of the Accenture group. Accenture holds, directly or indirectly, the capital
and voting rights of each of the subsidiaries listed in Exhibit 21.1 to the Annual Report on Form 10-K for the
fiscal year ended August 31, 2006, filed by Accenture with the SEC on October 18, 2006.
IV.
4.1
MAXIMUM DILUTION AND NET PROCEEDS UNDER THE ESPP AND THE SIP (INCLUDING
THE VEIP)
Maximum dilution
The Accenture Shares under the ESPP are offered pursuant to this prospectus to an estimated 49,000
Participating Employees. As indicated in paragraph 1.2 of Section A of Chapter D above, the maximum
- 33 -
rate at which Participating Employees may currently purchase Accenture Shares may not exceed
USD 7,500 per Purchase Period (USD 15,000 per year) in which the right to purchase is outstanding. The
Fair Market Value of the Accenture Shares on the November 1, 2006 Offering Date was USD 32.935. If
the price of the Accenture Shares remains level throughout the year, each Participating Employee would be
entitled to purchase a maximum of approximately 536 Accenture Shares under the ESPP.
The Accenture Shares under the VEIP are offered pursuant to this prospectus to an estimated 1,822 VEIP
Participants. As indicated in paragraph 2.3(b) of Section B of Chapter D above, the maximum rate at which
VEIP Participants may purchase Accenture Shares under the VEIP is currently 30% of their eligible gross
compensation. The average eligible gross compensation of each VEIP Participant covered by this
prospectus for calendar year 2007 is estimated to be USD 326,000. If it is assumed that the 8% maximum
global compensation limit described in paragraph 2.3(b) of Section B of Chapter D above would not be
exceeded and that the Fair Market Value, as of November 1, 2006, of the Accenture Shares remains level
throughout the year, each VEIP Participant would be entitled to purchase a maximum of approximately
2,968 Accenture Shares under the VEIP and, to the extent that such purchased Accenture Shares continue
to be owned at the end of calendar year, would receive an RSU grant covering an additional 1,484
Accenture Shares.
Assuming that all of the Participating Employees would each purchase 536 Accenture Shares in the ESPP,
the maximum number of Accenture Shares offered pursuant to this prospectus in respect of the ESPP
amounts to 26,264,000 Accenture Shares. Assuming that all VEIP Participants purchase the average
maximum of 2,968 Accenture Shares in the VEIP and eventually receive 1,484 Accenture Shares pursuant
to the matching RSU grant, the maximum number of Accenture Shares offered pursuant to this prospectus
in respect of the VEIP amounts to 8,111,544 Accenture Shares. Assuming maximum acquisitions as
outlined above under both the ESPP and VEIP, the maximum number of Accenture Shares being offered
pursuant to this prospectus amounts to 34,375,544 Accenture Shares.
Based on the above assumptions, the holdings of a holder of Accenture Shares currently holding 1% of the
total outstanding Accenture Shares as of October 31, 2006, (i.e., 5,860,833 Accenture Shares), and who is
not a Participating Employee or a VEIP Participant in either the ESPP or the VEIP, would be diluted as
indicated in the following table:
Percentage of the total
outstanding Accenture Shares
Total number of outstanding
Accenture Shares
Before the offering (as of
October 31, 2006)
1.00%
586,083,279
After issuance of 26,264,000
Accenture Shares solely under the
ESPP
0.9571%
612,347,279
After issuance of 8,111,544
Accenture Shares solely under the
VEIP
0.9863%
594,194,823
After issuance of 34,375,544
Accenture Shares under both the
ESPP and VEIP
0.9445%
620,458,823
4.2
Net Proceeds
Assuming, using the examples above, that each of the Participating Employees would purchase the
maximum amount of Accenture Shares under the ESPP offered pursuant to this prospectus, that is, a total
of USD 15,000 each, then the gross proceeds of Accenture in connection with the offer under the ESPP
pursuant to this prospectus would be USD 735,000,000. Assuming, using the examples above, that each
of the VEIP Participants would purchase the maximum amount of Accenture Shares under the VEIP
offered pursuant to this prospectus, that is, an average of USD 97,800 each, then the gross proceeds of
Accenture in connection with the offer under the VEIP pursuant to this prospectus would be
USD 178,191,600. Based on the foregoing assumptions, the aggregate proceeds of Accenture pursuant to
the ESPP and VEIP would be USD 913,191,600. After deducting legal and accounting expenses in
connection with the preparation of this prospectus, its review by the AMF and its passporting into the
- 34 -
relevant EEA jurisdictions, the net proceeds, based on the above assumptions, would be approximately
USD 912,991,600.
V.
EMPLOYEES
The following chart sets forth historical information regarding the approximate number of Accenture's
employees for each of the fiscal years ended August 31, 2006, 2005 and 2004:
Totals
VI.
FY 2006
FY 2005
FY 2004
140,000
123,000
100,000
TAX CONSEQUENCES
The term "Participant" used in this Section VI of Chapter D of this prospectus refers to Participating
Employees and VEIP Participants as defined in Chapter A of this Prospectus.
The Company's tax advisors have been engaged to provide Participants with tax information with respect to
the ESPP and the VEIP in each country in which the plans are offered. A summary of the tax information is
provided below. The Company and its tax advisors will also provide tax information on Accenture's
"myHoldings.Accenture.com" intranet site, which is updated from time to time.
- 35 -
AUSTRIAN TAX CONSEQUENCES
The following summary is based on the income and social tax laws in effect in Austria as of the
date of this prospectus. Tax laws are complex and can change frequently. As a result, the
information below may be out of date at the time the Participant is granted a right to acquire
Accenture Shares, purchases or acquires Accenture Shares, sells Accenture Shares or receives
dividends in respect of Accenture Shares.
The following applies only to Participants who are Austrian tax residents. If the Participant is a
citizen or resident of another country for local law purposes, the income and social tax information
below may not be applicable. Furthermore, this information is general in nature and does not cover
all of the various laws, rules and regulations that may apply. It may not apply to each Participant's
particular tax or financial situation, and Accenture is not in a position to assure Participants of any
particular tax result.
Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.
1
ESPP
Enrollment in the ESPP
The Participant is not subject to income tax or social contributions when he/she enrolls in the ESPP or a
new Purchase Period begins.
Purchase of Shares
When Accenture Shares are purchased under the ESPP, the Participant will be subject to income tax on
the difference between the fair market value of the Accenture Shares on the date of purchase and the
purchase price. The Participant will also be subject to social contributions on this amount, provided the
Participant has not already exceeded the applicable contribution ceiling.
Sale of Shares
If the Accenture Shares purchased pursuant to the ESPP are sold within 12 months of the date of purchase
and the difference between the sale proceeds and the fair market value of the Accenture Shares on the
date of purchase exceeds a certain exempt amount, the Participant will be subject to income tax on the
difference. If the Participant holds the Accenture Shares for more than 12 months after the date of
purchase, he/she will not be subject to income tax or social contributions when he/she sells the Accenture
Shares, provided he/she does not hold more than 1% of Accenture's common share capital and has not
held more than 1% of Accenture's common share capital during the five years before the date of sale. Any
loss realized on the sale of the Accenture Shares within 12 months of the date of purchase may be used to
offset other taxable income in the year of sale.
Withholding and Reporting
The Participant's employer is required to report income and withhold income tax and social contributions (to
the extent the Participant has not already exceeded the applicable contribution ceiling) at the time he/she
purchases Accenture Shares. It is the Participant's responsibility to report and pay any taxes resulting from
the sale of the Accenture Shares for a taxable gain or the receipt of any dividends.
2
VEIP
2.1
RIGHTS TO SHARE PURCHASES
Enrollment in the VEIP
The Participant will not be subject to income tax or social contributions when he/she enrolls in the VEIP or
a new VEIP year begins.
Purchase of Shares
When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be
subject to social contributions or to income tax.
- 36 -
Sale of Shares
If the Accenture Shares acquired under the VEIP are sold within 12 months of the date of purchase and the
difference between the sale proceeds and the fair market value of the Accenture Shares on the date of
purchase exceeds a certain exempt amount, the Participant will be subject to income tax on the difference.
If the Participant holds the Accenture Shares for more than 12 months after the date of purchase, he/she
will not be subject to tax when he/she sells the Accenture Shares, provided he/she does not hold more than
1% of Accenture's common share capital and has not held more than 1% of Accenture's common share
capital during the last five years before the date of sale. Any loss realized on the sale of Accenture Shares
within 12 months following the date of purchase may be used to offset other capital gains in the year of
sale.
Withholding and Reporting
Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the
Participant's employer will not be required to report income or withhold income tax or social contributions at
the date of purchase. It is the Participant's responsibility to report income and pay taxes resulting from the
sale of the Accenture Shares for a taxable gain or the receipt of any dividends.
2.2
MATCHING RSUs
Grant
The Participant will not be subject to tax or social contributions when Matching RSUs are granted.
Vesting
The Participant will not be subject to tax or social contributions when Matching RSUs vest.
Share Acquisition
The Participant will be subject to income tax and social contributions (to the extent he/she has not already
exceeded the applicable contribution ceiling) when Accenture Shares are acquired by the Participant. The
Participant will be taxed on the fair market value of the Accenture Shares acquired by him/her, generally on
the date of vesting.
Sale of Shares
If the Accenture Shares acquired by the Participant are sold within 12 months of the date of acquisition and
the difference between the fair market value of the Accenture Shares on the date of acquisition and the
sale proceeds exceeds a certain exempt amount, the Participant will be subject to income tax on the
difference. If the Participant holds the Accenture Shares for more than 12 months after the date of
acquisition, he/she will not be subject to tax when he/she sells the Accenture Shares, provided he/she does
not hold more than 1% of Accenture's common share capital and has not held more than 1% of Accenture's
common share capital during the five years before the date of sale. Any loss realized on the sale of the
Accenture Shares within 12 months following the date of acquisition of the Accenture Shares may be used
to offset other taxable income in the year of sale.
Withholding and Reporting
The Participant's employer is required to report income and withhold income tax and social contributions (to
the extent that he/she has not already exceeded the applicable contribution ceiling) at the time the
Accenture Shares are acquired. It is the Participant's responsibility to report and pay taxes resulting from
the sale of the Accenture Shares for a taxable gain or the receipt of any dividends.
3
DIVIDENDS
Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect
of those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject
to tax in Austria on any dividends received. The Participant may be subject to U.S. federal back-up tax
withholding if the Participant does not certify his or her tax status to any U.S. financial institution acting in
the capacity of payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to
the Participant if the Participant files a U.S. non-resident income tax return.
- 37 -
BELGIAN TAX CONSEQUENCES
The following summary is based on the income and social tax laws in effect in Belgium as of the
date of this prospectus. Tax laws are complex and can change frequently. As a result, the
information below may be out of date at the time the Participant is granted a right to acquire
Accenture Shares, purchases or acquires Accenture Shares, sells Accenture Shares or receives
dividends in respect of Accenture Shares.
The following applies only to Participants (including for these purposes BVBA/SPRL companies)
who are Belgian tax residents. If the Participant is a citizen or resident of another country for local
law purposes, the income and social tax information below may not be applicable. Furthermore,
this information is general in nature and does not cover all of the various laws, rules and
regulations that may apply. It may not apply to each Participant's particular tax or financial
situation, and Accenture is not in a position to assure Participants of any particular tax result
Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.
1
ESPP
Enrollment in the ESPP
The Participant is not subject to income tax or social contributions when he/she enrolls in the ESPP or a
new Purchase Period begins.
Purchase of Shares
When Accenture Shares are purchased under the ESPP, the Participant will be subject to income tax and
social contributions on the difference between the fair market value of the Accenture Shares on the date of
purchase and the Purchase Price. Social contributions are deductible from taxable income.
Sale of Shares
The Participant is not subject to taxes when he/she sells the Accenture Shares purchased under the ESPP.
Withholding and Reporting
Under current laws, the Participant's employer is required to report income and withhold income tax and
social contributions at the time he/she purchases Accenture Shares. It is the Participant's responsibility to
report and pay taxes resulting from the receipt of any dividends.
2
VEIP
2.1
RIGHTS TO SHARE PURCHASES
Enrollment in the VEIP
The Participant will not be subject to tax or social contributions when he/she enrolls in the VEIP or a new
VEIP year begins.
Purchase of Shares
When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be
subject to social contributions or to income tax.
Sale of Shares
An employee Participant is not subject to taxes when he/she sells the Accenture Shares purchased under
the VEIP. If the Participant is a BVBA/SPRL company, the Participant will be subject to income tax on the
difference between the sale proceeds and the fair market value of the Accenture Shares acquired by the
Participant on the date of purchase. Capital losses are not deductible for BVBA/SPRL Participants.
Withholding and Reporting
Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the
Participant's employer will not be required to report income or withhold income tax or social contributions at
the date of purchase.
- 38 -
2.2
MATCHING RSUs
Grant
The Participant will not be subject to income tax or social contributions when Matching RSUs are granted.
Vesting
The Participant will not be subject to income tax or social contributions when Matching RSUs vest if the
Participant is an employee. If the Participant is a BVBA/SPRL company, the Participant has a taxable
benefit equal to the fair market value of the underlying Accenture Shares on the date of vesting.
Share Acquisition
The Participant, if an employee, will be subject to income tax and social contributions when Accenture
Shares are acquired by the Participant. Participants who are employees will be taxed on the fair market
value of the Accenture Shares acquired by him/her. Participants who are BVBA/SPRL companies are not
subject to tax at the time they acquire the Accenture Shares.
Sale of Shares
An employee Participant is not subject to taxes when he/she sells the Accenture Shares. If the Participant
is a BVBA/SPRL company, the Participant will be subject to income tax on the difference between sale
proceeds and the fair market value of the Accenture Shares underlying the RSUs at the time of vesting.
Capital losses are not deductible for BVBA/SPRL Participants.
Withholding and Reporting
The Participant's employer is required to report the taxable benefit but is not required to withhold income
tax on the taxable benefit to the Participant. The employer is required to withhold social contributions when
Accenture Shares are acquired by the Participant. No withholding is required in respect of Participants who
are BVBA/SPRL companies. The Participant, if an employee, must report and pay tax due for the taxable
Matching RSU benefit in his/her individual income tax return for the income year in which he/she acquired
the Accenture Shares. Participants which are BVBA/SPRL companies must report income and pay tax due
for the year of vesting on the fair market value of the underlying Accenture Shares at the time of vesting. It
is the Participant's responsibility to report and pay taxes resulting from the receipt of any dividends.
3
DIVIDENDS
Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid with
respect to those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will
be subject to tax in Belgium on any dividends received. The Participant may be subject to U.S. federal
back-up tax withholding if the Participant does not certify his or her tax status to any U.S. financial
institution acting in the capacity of payor or middleman for the dividend. Any U.S. back-up withholding may
be refundable to the Participant if the Participant files a U.S. non-resident income tax return.
- 39 -
CZECH REPUBLIC TAX CONSEQUENCES
The following summary is based on the income and social tax laws in effect in the Czech Republic
as of the date of this prospectus. Tax laws are complex and can change frequently. As a result, the
information below may be out of date at the time the Participant is granted a right to acquire
Accenture Shares, purchases or acquires Accenture Shares, sells Accenture Shares or receives
dividends in respect of Accenture Shares.
The following applies only to Participants who are Czech Republic tax residents. If the Participant is
a citizen or resident of another country for local law purposes, the income and social tax
information below may not be applicable. Furthermore, this information is general in nature and
does not cover all of the various laws, rules and regulations that may apply. It may not apply to
each Participant's particular tax or financial situation, and Accenture is not in a position to assure
Participants of any particular tax result
Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.
1
ESPP
Enrollment in the ESPP
The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new
Purchase Period begins.
Purchase of Shares
When Accenture Shares are purchased under the ESPP, the Participant will be subject to income tax on
the difference between the fair market value of the Accenture Shares on the date of purchase and the
Purchase Price. The Participant is not subject to social contributions on this amount.
Sale of Shares
If the Accenture Shares purchased pursuant to the ESPP are sold within 6 months of the date of purchase,
the Participant will be subject to income tax on the difference between the sale proceeds and the fair
market value of the Accenture Shares on the date of purchase. Any loss realized on the sale of the
Accenture Shares within 6 months of the date of purchase may be used to offset other capital gains from
the sale of securities owned for 6 months or less.
Withholding and Reporting
The Participant's employer is not required to report income or withhold income tax when the Accenture
Shares are purchased under the ESPP. It is the Participant's responsibility to report income in his/her
annual tax return and pay taxes resulting from the purchase of Accenture Shares, the subsequent taxable
sale of Accenture Shares and the receipt of any dividends.
2
VEIP
2.1
RIGHTS TO SHARE PURCHASES
Enrollment in the VEIP
The Participant will not be subject to income tax or social contributions when he/she enrolls in the VEIP or
a new VEIP Year begins.
Purchase of Shares
When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be
subject to income tax or social contributions.
Sale of Shares
If the Accenture Shares acquired under the VEIP are sold within six months of the date of the purchase, the
Participant will be subject to income tax on the difference between the sale proceeds and the fair market
value of the Accenture Shares on the date of purchase. Any loss realized on the sale of the Accenture
Shares within 6 months of the date of purchase may be used to offset other capital gains from the sale of
securities owned for 6 months or less.
- 40 -
Withholding and Reporting
Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the
Participant's employer is not required to report or withhold income tax when the Accenture Shares are
acquired. It is the Participant's responsibility to report income in his/her annual tax return and pay taxes
resulting from the subsequent taxable sale of Accenture Shares and the receipt of any dividends.
2.2
MATCHING RSUs
Grant
The Participant will not be subject to tax or social contributions when Matching RSUs are granted.
Vesting
The Participant will not be subject to tax or social contributions when Matching RSUs vest.
Share Acquisition
The Participant will be subject to income tax when Accenture Shares are acquired by the Participant. The
Participant will be taxed on the fair market value of the Accenture Shares acquired by him/her, generally on
the date of vesting.
Sale of Shares
If the Accenture Shares acquired by the Participant are sold within 6 months of the date of acquisition, the
Participant will be subject to income tax on the difference between the sale proceeds and the fair market
value of the Accenture Shares on the date of acquisition. Any loss realized on the sale of the Accenture
Shares within 6 months of the date of acquisition may be used to offset other capital gains from the sale of
securities owned for six months or less.
Withholding and Reporting
The Participant's employer is not required to report or withhold income tax when the Accenture Shares are
acquired. It is the Participant's responsibility to report in his/her annual tax return and pay taxes resulting
from the acquisition of the Accenture Shares, the taxable sale of Accenture Shares and the receipt of any
dividends.
3
DIVIDENDS
Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect
to those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject
to tax in the Czech Republic on any dividends received. The Participant may be subject to U.S. federal
back-up tax withholding if the Participant does not certify his or her tax status to any U.S. financial
institution acting in the capacity of payor or middleman for the dividend. Any U.S. back-up withholding may
be refundable to the Participant if the Participant files a U.S. non-resident income tax return.
- 41 -
DANISH TAX CONSEQUENCES
The following summary is based on the income and social tax laws in effect in Denmark as of the
date of this prospectus. Tax laws are complex and can change frequently. As a result, the
information below may be out of date at the time the Participant is granted a right to acquire
Accenture Shares, purchases or acquires Accenture Shares, sells Accenture Shares or receives
dividends in respect of Accenture Shares.
The following applies only to Participants who are Danish tax residents. If the Participant is a
citizen or resident of another country for local law purposes, the income and social tax information
below may not be applicable. Furthermore, this information is general in nature and does not cover
all of the various laws, rules and regulations that may apply. It may not apply to each Participant's
particular tax or financial situation, and Accenture is not in a position to assure Participants of any
particular tax result.
Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.
1
ESPP
Enrollment in the ESPP
The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new
Purchase Period begins.
Purchase of Shares
When Accenture Shares are purchased under the ESPP, the Participant will be subject to income tax and
social contributions on the difference between the fair market value of the Accenture Shares on the date of
purchase and the Purchase Price.
Sale of Shares
If the Accenture Shares purchased pursuant to the ESPP are sold, the Participant will be subject to tax on
the difference between the sale proceeds and fair market value of the Accenture Shares on the date of
purchase.
Withholding and Reporting
The Participant's employer is required to report the taxable amount at purchase but is not required to
withhold income tax or social contributions at the time the Accenture Shares are purchased or sold. It is the
Participant's responsibility to pay any taxes (including social contributions) resulting from the purchase and
the sale of the Accenture Shares, or receipt of any dividends.
2
VEIP
2.1
RIGHTS TO SHARE PURCHASES
Enrollment in the VEIP
The Participant will not be subject to tax or social contributions when he/she enrolls in the VEIP or a new
VEIP Year begins.
Purchase of Shares
When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be
subject to income tax or to social contributions.
Sale of Shares
If the Accenture Shares acquired under the VEIP are sold, the Participant will be subject to tax on the
difference between the sale proceeds and the fair market value of the Accenture Shares acquired by the
Participant on the date of purchase.
- 42 -
Withholding and Reporting
Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the
Participant's employer will not be required to report income or withhold tax or social contributions at the
date of purchase. It is the Participant's responsibility to pay any tax and social contributions resulting from
the sale of the Accenture Shares or receipt of any dividends.
2.2
MATCHING OPTIONS
The Participant will be subject to income tax and social contributions (to the extent he/she has not already
exceeded the applicable contribution ceiling) when Accenture Shares are acquired by the Participant. The
Participant will be taxed on the fair market value of the Accenture Shares acquired by him/her, generally on
the date of vesting, minus the nominal amount paid to exercise the Matching Options.
Grant
The Participant will not be subject to tax or social contributions when Matching Options are granted.
Vesting
The Participant will not be subject to tax or social contributions when Matching Options vest.
Exercise
The Participant will be subject to income tax and social contributions when the Matching Options are
exercised and Accenture Shares are acquired by the Participant. The Participant will be subject to income
tax on the difference between the fair market value of the Accenture Shares acquired pursuant to the
Matching Options and the exercise price paid for the Accenture Shares.
Sale of Shares
The Participant will be subject to tax when he/she subsequently sells the Accenture Shares acquired by
exercise of the Matching Options. The taxable amount will be the difference between the sale proceeds
and the fair market value of the Accenture Shares acquired by the Participant on the date of exercise of the
Matching Options.
Withholding and Reporting
The Participant's employer is required to report the taxable amount for the exercise of the Matching Options
but is not required to withhold income tax or social contributions. It is the Participant's responsibility to pay
any tax and social contributions resulting from the purchase and the sale of the Accenture Shares, or
receipt of any dividends.
3
DIVIDENDS
Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect
of those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will be
subject to tax in Denmark on any dividends received. The Participant may be subject to U.S. federal backup tax withholding if the Participant does not certify his or her tax status to any U.S. financial institution
acting in the capacity of payor or middleman for the dividend. Any U.S. back-up withholding may be
refundable to the Participant if the Participant files a U.S. non-resident income tax return.
- 43 -
DUTCH TAX CONSEQUENCES
The following summary is based on the income and social tax laws in effect in the Netherlands as
of the date of this prospectus. Tax laws are complex and can change frequently. As a result, the
information below may be out of date at the time the Participant is granted a right to acquire
Accenture Shares, purchases or acquires Accenture Shares, sells Accenture Shares or receives
dividends in respect of Accenture Shares.
The following applies only to Participants who are Dutch tax residents. If the Participant is a citizen
or resident of another country for local law purposes, the income and social tax information below
may not be applicable. Furthermore, this information is general in nature and does not cover all of
the various laws, rules and regulations that may apply. It may not apply to each Participant's
particular tax or financial situation, and Accenture is not in a position to assure Participants of any
particular tax result.
Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.
1
ESPP
Enrollment in the ESPP
The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new
Purchase Period begins.
Purchase of Shares
When Accenture Shares are purchased under the ESPP, the Participant will be subject to income tax and
Social Security and Social Insurance contributions (to the extent he/she has not already exceeded the
applicable contribution ceilings) on the difference between the fair market value of the Accenture Shares on
the date of purchase and the Purchase Price.
Sale of Shares
If the Accenture Shares purchased pursuant to the ESPP are sold, the Participant will not be subject to tax
on capital gains. However, the Participant will be subject to a tax on an imputed taxable amount of a
specified percentage of the average value of privately held investments that are held on 1 January and
31 December. A limited annual exemption may be available.
Withholding and Reporting
The Participant's employer is required to report income and to withhold income tax and Social Security and
Social Insurance contributions at the time he/she purchases Accenture Shares. It is the Participant's
responsibility to report income and to pay any taxes resulting from the purchase or sale of the Accenture
Shares or the receipt of any dividends.
2
VEIP
2.1
RIGHTS TO SHARE PURCHASES
Enrollment in the VEIP
The Participant will not be subject to tax or social contributions when he/she enrolls in the VEIP or a new
VEIP Year begins.
Purchase of Shares
When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be
subject to income tax or social contributions.
Sale of Shares
If the Accenture Shares acquired under the VEIP are sold, the Participant will not be subject to tax on
capital gains. However, the Participant will be subject to a tax on an imputed taxable amount of a specified
percentage of the average value of privately held investments that are held on 1 January and
31 December. A limited annual exemption may be available.
- 44 -
Withholding and Reporting
Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the
Participant's employer will not be required to report income or withhold income tax or Social Security and
Social Insurance contributions at the date of purchase. It is the Participant's responsibility to report and pay
taxes resulting from the purchase or sale of Accenture Shares or the receipt of any dividends.
2.2
MATCHING RSUs
Grant
The Participant will not be subject to tax or social contributions when Matching RSUs are granted.
Vesting
The Participant will not be subject to tax or social contributions when Matching RSUs vest.
Share Acquisition
The Participant will be subject to income tax and social contributions (to the extent that he/she has not
already exceeded the applicable contribution ceiling) when Accenture Shares are acquired by the
Participant. The Participant will be taxed on the fair market value of the Accenture Shares acquired by
him/her.
Sale of Shares
If the Accenture Shares acquired by the Participant are sold, the Participant will not be subject to tax on
capital gains. However, the Participant will be subject to a tax on an imputed taxable amount of a specified
percentage of the average value of privately held investments that are held on 1 January and
31 December. A limited annual exemption may be available.
Withholding and Reporting
The Participant's employer is required to report income and withhold income tax and Social Security and
Social Insurance contributions at the time the Accenture Shares are acquired. It is the Participant's
responsibility to report and pay taxes resulting from the sale of Accenture Shares or the receipt of any
dividends.
3
DIVIDENDS
Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid with
respect to those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will
not be directly subject to tax in the Netherlands on dividends received. However, the Participant will be
subject to a tax on an imputed taxable amount of a specified percentage of the average value of privately
held investments, including any dividend received, which are held on 1 January and 31 December. A
limited annual exemption may be available. The Participant may be subject to U.S. federal back-up tax
withholding if the Participant does not certify his or her tax status to any U.S. financial institution acting in
the capacity of payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to
the Participant if the Participant files a U.S. non-resident income tax return.
- 45 -
FINNISH TAX CONSEQUENCES
The following summary is based on the income and social tax laws in effect in Finland as of the
date of this prospectus. Tax laws are complex and can change frequently. As a result, the
information below may be out of date at the time the Participant is granted a right to acquire
Accenture Shares, purchases or acquires Accenture Shares, sells Accenture Shares or receives
dividends in respect of Accenture Shares.
The following applies only to Participants who are Finnish tax residents. If the Participant is a
citizen or resident of another country for local law purposes, the income and social tax information
below may not be applicable. Furthermore, this information is general in nature and does not cover
all of the various laws, rules and regulations that may apply. It may not apply to each Participant's
particular tax or financial situation, and Accenture is not in a position to assure Participants of any
particular tax result
Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.
1
ESPP
Enrollment in the ESPP
The Participant is not subject to tax or medicare premiums when he/she enrolls in the ESPP or a new
Purchase Period begins.
Purchase of Shares
When Accenture Shares are purchased under the ESPP, the Participant will be subject to income tax and
medicare premiums on the difference between the fair market value of the Accenture Shares on the date of
purchase and the Purchase Price.
Sale of Shares
If the Accenture Shares purchased pursuant to the ESPP are sold, the Participant generally will be subject
to capital gains tax on the difference between the sale proceeds and the fair market value of the Accenture
Shares on the date of purchase or 80% of sale proceeds, or, if the Accenture Shares are held for at least
10 years, 60% of the sale proceeds, whichever results in the lesser tax. A certain specified amount of
capital gains realized in a year are tax exempt. Any loss realized on the sale of the Accenture Shares in
excess of a certain specified amount may be used to offset other capital gains realized in the same
calendar year and in the following three years.
Withholding and Reporting
Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the
Participant's employer will not be required to report income or withhold income tax or social contributions at
the date of purchase. It is the Participant's responsibility to report income and pay any taxes resulting from
the taxable sale of the Accenture Shares or the receipt of any dividends.
2
VEIP
2.1
RIGHTS TO SHARE PURCHASES
Enrollment in the VEIP
The Participant will not be subject to income tax or medicare premiums when he/she enrolls in the VEIP or
a new VEIP Year begins.
Purchase of Shares
When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be
subject to income tax or medicare premiums.
Sale of Shares
If the Accenture Shares acquired under the VEIP are sold, the Participant will be subject to capital gains tax
on the difference between the sale proceeds and the fair market value of the Accenture Shares on the date
of the purchase, or 80% of sale proceeds, or, if the Accenture Shares are held for at least 10 years, 60% of
the sale proceeds, whichever results in the lesser tax. A certain specified amount of capital gains realized
- 46 -
in a year are tax exempt. Any loss realized on the sale of the Accenture Shares in excess of a certain
specified amount may be used to offset other capital gains realized in the same calendar year and in the
following three years.
Withholding and Reporting
Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the
Participant's employer will not be required to report income or withhold income tax or social contributionss
at the date of purchase. It is the Participant's responsibility to report income and pay any taxes resulting
from the taxable sale of the Accenture Shares or the receipt of any dividends.
2.2
MATCHING RSUs
Grant
The Participant will not be subject to tax or medicare premiums when Matching RSUs are granted.
Vesting
The Participant will not be subject to tax or medicare premiums when Matching RSUs vest.
Share Acquisition
The Participant will be subject to income tax and medicare premiums when Accenture Shares are acquired
by the Participant. The Participant will be taxed on the fair market value of the Accenture Shares acquired
by him/her, generally on the date of vesting.
Sale of Shares
If the Accenture Shares acquired by the Participant are sold, the Participant will be subject to capital gains
tax on the difference between the sale proceeds and the fair market value of the Accenture Shares on the
date of acquisition, or 80% of sale proceeds, or, if the Accenture Shares are held for at least 10 years, 60%
of the sale proceeds, whichever results in the lesser tax. A certain specified amount of capital gains
realized in a year are tax exempt. Any loss realized on the sale of the Accenture Shares in excess of a
certain specified amount may be used to offset other capital gains realized in the same calendar year and
in the following three years.
Withholding and Reporting
The Participant's employer will withhold and report income tax and medicare premiums at the time of the
acquisition of Accenture Shares. It is the Participant's responsibility to report and pay any taxes resulting
from the sale of the Accenture Shares or receipt of any dividends.
3
DIVIDENDS
Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect
of those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject
to tax in Finland on a certain percentage of any dividends received. The Participant may be subject to U.S.
federal back-up tax withholding if the Participant does not certify his or her tax status to any U.S. financial
institution acting in the capacity of payor or middleman for the dividend. Any U.S. back-up withholding may
be refundable to the Participant if the Participant files a U.S. non-resident income tax return.
- 47 -
FRENCH TAX CONSEQUENCES
The following summary is based on the income and social tax laws in effect in France as of the date
of this prospectus. Tax laws are complex and can change frequently.
As a result, the information below may be out of date at the time the Participant is granted a right to
acquire Accenture Shares, purchases or acquires Accenture Shares, sells Accenture Shares or
receives dividends in respect of Accenture Shares.
The following applies only to Participants who are French tax residents. If the Participant is a
citizen or resident of another country for local law purposes, the income and social tax information
below may not be applicable. Furthermore, this information is general in nature and does not cover
all of the various laws, rules and regulations that may apply.
It may not apply to each Participant's particular tax or financial situation, and Accenture is not in a
position to assure Participants of any particular tax result.
The term "qualified" hereafter, as used only in this French tax consequences section of the
prospectus, refers to the possibility to benefit from a favorable tax regime from a French tax
standpoint.
Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.
1
ESPP
Enrollment in the ESPP
The Participant is not subject to income tax or social security contributions when he/she enrolls in the
ESPP or a new Purchase Period begins.
Purchase of Shares
When Accenture Shares are purchased under the ESPP, the Participant is subject to social security
contributions at regular rates and to income tax at marginal rates of up to 40% (for income received in 2006
that will be taxed in 2007), as well as Contribution Sociale Généralisée ("CSG") and Contribution au
Remboursement de la Dette Sociale ("CRDS") on the difference between the fair market value of the
Accenture Shares on the Date of Exercise and the Purchase Price.
Sale of Shares
The Participant is subject to a 27% capital gains tax (income tax, CSG, CRDS and additional contributions)
when he/she subsequently sells the Accenture Shares purchased under the ESPP on the difference
between the sale price and the adjusted cost basis of the Accenture Shares sold. However, no capital
gains tax is due if the proceeds realized in a calendar year do not exceed EUR 15,000. If total capital
proceeds realized in a calendar year exceed EUR 15,000, any loss realized on the sale of the Accenture
Shares at a price lower than the adjusted cost basis of the Accenture Shares may offset capital gains
realized in the same calendar year, and to the extent not used, excess capital losses may be carried
forward to the following ten years.
Withholding and Reporting
The Participant's employer will withhold social security contributions and CSG and CRDS contributions due
on the taxable amount at the date of purchase. It is the Participant's responsibility to report and pay any
taxes resulting from the purchase and the sale of the Accenture Shares or receipt of any dividends on the
Participant's annual French income tax return (in the year after the sale or receipt of dividends on
Forms 2042 and 2047, as applicable).
2
VEIP
2.1
RIGHTS TO SHARE PURCHASES
Enrollment in the VEIP
The Participant is not subject to income tax or social security contributions when he/she enrolls in the VEIP
or a new VEIP Year begins.
- 48 -
Purchase of Shares
When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be
subject to social security contributions or to income tax.
Sale of Shares
The Participant is subject to a 27% capital gains tax (income tax, CSG, CRDS and additional contributions)
when he/she subsequently sells the Accenture Shares purchased under the VEIP on the difference
between the sale price and the acquisition cost of the Accenture Shares sold.
However, no capital gains tax is due if the proceeds realized in a calendar year do not exceed EUR 15,000.
If total capital proceeds realized in the year exceed EUR 15,000, any loss realized on the sale of the
Accenture Shares at a price lower than the acquisition cost of the Accenture Shares may offset capital
gains realized in the same calendar year, and to the extent not used, excess capital losses may be carried
forward to the following ten years.
Withholding and Reporting
Since there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the
Participant's employer will not be required to withhold social security contributions and CSG and CRDS
contributions at the date of the purchase. It is the Participant's responsibility to report and pay any taxes
resulting from the sale of the Accenture Shares or receipt of any dividends in the year after the sale or
receipt of dividends on the Participant’s annual French income tax return (on Forms 2042 and 2047, as
applicable).
2.2
"FREE SHARE" QUALIFIED MATCHING RSUs
Grant
The Participant will not be subject to income tax or social security contributions when "Free Share" qualified
Matching RSUs are granted.
Vesting
The Participant will not be subject to income tax or social security contributions when "Free Share" qualified
Matching RSUs vest.
Share Acquisition
The Participant will not be subject to tax when Accenture Shares underlying the "Free Share" qualified
Matching RSUs are issued or transferred to the Participant two or more years after the grant of the "Free
Share" qualified Matching RSUs. Under French law, Accenture Shares issued or transferred to the
Participant must be held for a minimum of two years before they may be sold by the Participant.
Accordingly, Accenture Shares delivered pursuant to the Matching RSUs will not be transferable for a
period of two years following delivery to the Participant subject to the exceptions stated under French law.
Sale of Shares
The Participant will be subject to a 41% flat tax (income tax, CSG, CRDS and additional contributions)
when he/she subsequently sells the Accenture Shares more than two years after the date of issue or
transfer of the Accenture Shares under the "Free Share" qualified Matching RSUs on the fair market value
of the Accenture Shares at the date of issuance or transfer to the Participant. No social security
contributions apply. The Participant will be subject to a 27% capital gains tax (income tax, CSG, CRDS and
additional contributions) when he/she sells the Accenture Shares issued or transferred under the "Free
Share" qualified Matching RSUs on the difference between the sale price and the adjusted cost basis of the
Accenture Shares sold. However, no capital gains tax is due if the proceeds realized in a calendar year do
not exceed EUR 15,000. If total capital proceeds realized in the year exceed EUR 15,000, any loss realized
on the sale of the Accenture Shares at a price lower than the adjusted cost basis of the Accenture Shares
may offset capital gains realized in the same calendar year, and to the extent not used, excess capital
losses may be carried forward to the following ten years.
Withholding and Reporting
The Participant's employer is not required to withhold social security contributions and CSG and CRDS
contributions due on the taxable amount at the date of issue or transfer of the Accenture Shares. It is the
Participant's responsibility to report and pay any taxes resulting from the issue or transfer and the sale of
- 49 -
the Accenture Shares or receipt of any dividends in the year after the sale or receipt of dividends on the
Participant’s annual French income tax return (on Forms 2042 and 2047, as applicable).
3
DIVIDENDS
Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid with
respect to those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will
be subject to income tax of up to 40% (for income received in 2006 that will be taxed in 2007) in France on
60% of any dividends received. Dividends received are also subject to CGS, CRDS and other social levies.
The Participant may be subject to U.S. federal back-up tax withholding if he/she does not certify his or her
tax status to any U.S. financial institution acting in the capacity of payor or middleman for the dividend. Any
U.S. back-up withholding may be refundable to the Participant if he/she files a U.S. non-resident income
tax return.
- 50 -
GERMAN TAX CONSEQUENCES
The following summary is based on the income and social tax laws in effect in Germany as of the
date of this prospectus. Tax laws are complex and can change frequently. As a result, the
information below may be out of date at the time the Participant is granted a right to acquire
Accenture Shares, purchases or acquires Accenture Shares, sells Accenture Shares or receives
dividends in respect of Accenture Shares.
The following applies only to Participants who are German tax residents. If the Participant is a
citizen or resident of another country for local law purposes, the income and social tax information
below may not be applicable. Furthermore, this information is general in nature and does not cover
all of the various laws, rules and regulations that may apply. It may not apply to each Participant's
particular tax or financial situation, and Accenture is not in a position to assure Participants of any
particular tax result
Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.
1
ESPP
Enrollment in the ESPP
The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new
Purchase Period begins.
Purchase of Shares
When Accenture Shares are purchased under the ESPP, the Participant will be subject to income tax and
social contributions (to the extent the Participant has not already exceeded his/her applicable contribution
ceiling) on the difference between the fair market value of the Accenture Shares on the date of purchase
and the Purchase Price. Church tax may also apply to the difference.
Sale of Shares
If the Accenture Shares purchased pursuant to the ESPP are sold within 12 months of the date of purchase
and the difference between the sale proceeds and the fair market value of the Accenture Shares on the
date of purchase exceeds a certain exempt amount, the Participant will be subject to capital gains tax on
the difference. If the Participant holds the Accenture Shares for at least 12 months after the date of
purchase, he/she will not be subject to tax when he/she sells the Accenture Shares provided that he/she
has not held 1% or more of Accenture's stated capital during the five years prior to the sale. Any loss
realized on the sale of Accenture Shares within 6 months of the date of purchase may be used to offset
other taxable capital gains realized in the same calendar year, and any excess losses may be carried back
one year or carried forward into future years.
Withholding and Reporting
The Participant's employer is required to report income and withhold income tax and social contributions at
the time he/she purchases Accenture Shares. It is the Participant's responsibility to report income and pay
any taxes resulting from the taxable sale of the Accenture Shares or receipt of any dividends.
2
VEIP
2.1
RIGHTS TO SHARE PURCHASES
Enrollment in the VEIP
The Participant will not be subject to income tax or social contributions when he/she enrolls in the VEIP or
a new VEIP Year begins.
Purchase of Shares
When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be
subject to income tax or social contributions.
Sale of Shares
If the Accenture Shares acquired under the VEIP are sold within 12 months of the date of purchase and the
difference between the sale proceeds and the fair market value of the Accenture Shares on the date of
- 51 -
purchase exceeds a certain exempt amount, the Participant will be subject to capital gains tax on the
difference. If the Participant holds the Accenture Shares for at least 12 months after the date of purchase,
he/she will not be subject to tax when he/she sells the Accenture Shares provided that he/she has not held
1% or more of Accenture's stated capital during the five years prior to the sale. Any loss realized on the
sale of the Accenture Shares within 6 months of the date of purchase may be used to offset other taxable
capital gains realized in the same calendar year, and any excess losses may be carried back one year or
carried forward into future years.
Withholding and Reporting
Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the
Participant's employer will not be required to report income or withhold income tax or social contributions at
the date of purchase. It is the Participant's responsibility to report income and pay any taxes resulting from
the taxable sale of the Accenture Shares or the receipt of any dividends.
2.2
MATCHING RSUs
Grant
The Participant will not be subject to tax or social contributions when Matching RSUs are granted.
Vesting
The Participant will not be subject to tax or social contributions when Matching RSUs vest.
Share Acquisition
The Participant will be subject to income tax and social contributions (to the extent he/she has not already
exceeded the applicable contribution ceiling) when Accenture Shares are acquired by the Participant. The
Participant will be taxed on the fair market value of the Accenture Shares acquired by him/her, generally on
the date of vesting.
Sale of Shares
If the Accenture Shares acquired by the Participant are sold within 12 months of the date of purchase and
the difference between the sale proceeds and the fair market value of the Accenture Shares on the date of
purchase exceeds a certain exempt amount, the Participant will be subject to capital gains tax on the
difference. If the Participant holds the Accenture Shares for at least 12 months after the date of purchase
he/she will not be subject to tax when he/she sells the Accenture Shares provided that he/she has not held
1% or more of Accenture's stated capital during the five years prior to the sale. Any loss realized on the
sale of the Accenture Shares within 6 months of the date of purchase may be used to offset other taxable
capital gains realized in the same calendar year, and any excess losses may be carried back one year or
carried forward into future years.
Withholding and Reporting
The Participant's employer is required to report income and withhold income tax and social contributions at
the time of the Accenture Share acquisition. It is the Participant's responsibility to report income and pay
any taxes resulting from the taxable sale of the Accenture Shares or receipt of any dividends.
3
DIVIDENDS
Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect
of those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject
to tax in Germany on a certain percentage of any dividends received to the extent the total interest and
dividend income of the Participant for the year exceeds a certain exempt amount. The Participant may be
subject to U.S. federal back-up tax withholding if the Participant does not certify his or her tax status to any
U.S. financial institution acting in the capacity of payor or middleman for the dividend. Any U.S. back-up
withholding may be refundable to the Participant if the Participant files a U.S. non-resident income tax
return.
- 52 -
GREEK TAX CONSEQUENCES
The following summary is based on the income and social tax laws in effect in Greece as of the
date of this prospectus. Tax laws are complex and can change frequently. As a result, the
information below may be out of date at the time the Participant is granted a right to acquire
Accenture Shares, purchases or acquires Accenture Shares, sells Accenture Shares or receives
dividends in respect of Accenture Shares.
The following applies only to Participants who are Greek tax residents. If the Participant is a citizen
or resident of another country for local law purposes, the income and social tax information below
may not be applicable. Furthermore, this information is general in nature and does not cover all of
the various laws, rules and regulations that may apply. It may not apply to each Participant's
particular tax or financial situation, and Accenture is not in a position to assure Participants of any
particular tax result
Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.
1
ESPP
Enrolment in the ESPP
The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new
Purchase Period begins.
Purchase of Shares
When Accenture Shares are purchased under the ESPP, the Participant will be subject to income tax and
social contributions (to the extent that the Participant has not already exceeded the applicable contribution
ceiling) on the difference between the fair market value of the Accenture Shares on the date of purchase
and the Purchase Price
Sale of Shares
If the Accenture Share purchased pursuant to the ESPP are sold, the Participant will be subject to transfer
tax on the sale proceeds.
Withholding and Reporting
The Participant's employer is required to report income and withhold income tax and social contributions at
the time he/she purchases Accenture Shares. It is the Participant's responsibility to report the purchase of
shares in foreign companies and pay any taxes resulting from the sale of Accenture Shares or receipt of
any dividends.
2
VEIP
2.1
RIGHTS TO SHARE PURCHASES
Enrollment in the VEIP
The Participant will not be subject to tax or social contributions when he/she enrolls in the VEIP or a new
VEIP Year begins.
Purchase of Shares
When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be
subject to income tax or social contributions.
Sale of Shares
If the Accenture Shares acquired under the VEIP are sold, the Participant will be subject to transfer tax on
the sale proceeds.
Withholding and Reporting
Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the
Participant's employer will not be required to report income or withhold income tax or social contributions at
- 53 -
the time the Accenture Shares are acquired. It is the Participant's responsibility to report the purchase of
Accenture Shares, and the sale of Accenture Shares and receipt of any dividends.
2.2
MATCHING RSUs
Grant
The Participant will not be subject to tax or social contributions when Matching RSUs are granted.
Vesting
The Participant will not be subject to tax or social contributions when Matching RSUs vest.
Share Acquisition
The Participant will be subject to income tax and social contributions (to the extent he/she has not already
exceeded the applicable contribution ceiling) when Accenture Shares are acquired by the Participant. The
Participant will be taxed on the fair market value of the Accenture Shares acquired by him/her, generally on
the date of vesting.
Sale of Shares
If the Accenture Shares acquired by the Participant are sold, the Participant will be subject to transfer tax
on the sale proceeds.
Withholding and Reporting
The Participant's employer is required to report income and withhold income tax and social contributions at
the time of the Accenture Share acquisition. It is the Participant's responsibility to report the purchase of
shares in foreign companies and pay taxes resulting from the sale of the Accenture Shares or the receipt of
any dividends.
3
DIVIDENDS
Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect
of those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject
to tax in Greece on any dividends received. The Participant may be subject to U.S. federal back-up tax
withholding if the Participant does not certify his or her tax status to any U.S. financial institution acting in
the capacity of payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to
the Participant if the Participant files a U.S. non-resident income tax return.
- 54 -
HUNGARIAN TAX CONSEQUENCES
The following summary is based on the income and social tax laws in effect in Hungary as of the
date of this prospectus. Tax laws are complex and can change frequently. As a result, the
information below may be out of date at the time the Participant is granted a right to acquire
Accenture Shares, purchases or acquires Accenture Shares, sells Accenture Shares or receives
dividends in respect of Accenture Shares.
The following applies only to Participants who are Hungarian tax residents. If the Participant is a
citizen or resident of another country for local law purposes, the income and social tax information
below may not be applicable. Furthermore, this information is general in nature and does not cover
all of the various laws, rules and regulations that may apply. It may not apply to each Participant's
particular tax or financial situation, and Accenture is not in a position to assure Participants of any
particular tax result.
Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.
1
ESPP
Enrollment in the ESPP
The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new
Purchase Period begins.
Purchase of Shares
When Accenture Shares are purchased under the ESPP, the Participant will be subject to income tax on
the difference between the fair market value of the Accenture Shares on the date of purchase and the
Purchase Price. The Participant will also be subject to pension contributions (provided the Participant has
not already exceeded the applicable contribution ceiling) health care contributions and possibly also social
security contributions on this amount.
Sale of Shares
If the Accenture Shares purchased pursuant to the ESPP are sold, the Participant will be subject to income
tax on the difference between the sale proceeds and the fair market value of the Accenture Shares on the
date of purchase. This amount is also subject to health care contributions. Capital losses are not deductible
and may not offset other income.
Withholding and Reporting
The Participant's employer is not required to report income or withhold income tax or the various social
contributions at the time he/she purchases Accenture Shares. It is the Participant's responsibility to report
income and to pay the tax due by the 12th day of the month following the end of the quarter in which the
purchase of Accenture Shares was made. The sale of the Accenture Shares and the receipt of any
dividends must be reported by the Participant in his/her tax return.
2
VEIP
2.1
RIGHTS TO SHARE PURCHASES
Enrollment in the VEIP
The Participant will not be subject to income tax or social contributions when he/she enrolls in the VEIP or
a new VEIP Year begins.
Purchase of Shares
When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be
subject to income tax or social contributions.
Sale of Shares
If the Accenture Shares acquired under the VEIP are sold, the Participant will be subject to income tax on
the difference between the sale proceeds and the fair market value of the Accenture Shares on the date of
purchase. This amount is also subject to health care contributions.
- 55 -
Withholding and Reporting
Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the
Participant's employer is not required to report income or withhold income tax and social contributions due
at the time the Accenture Shares are acquired. The sale of the Accenture Shares and the receipt of any
dividends must be reported by the Participant in his/her tax return.
2.2
MATCHING RSUs
Grant
The Participant will not be subject to tax or social contributions when Matching RSUs are granted.
Vesting
The Participant will not be subject to tax or social contributions when Matching RSUs vest.
Share Acquisition
The Participant will be subject to income tax when Accenture Shares are acquired by the Participant. The
Participant will be taxed on the fair market value of the Accenture Shares acquired by him/her, generally on
the date of vesting. The Participant will also be subject to pension contributions (provided the Participant
has not already exceeded the applicable contribution ceiling), health care contributions and possibly also
social security contributions on this amount.
Sale of Shares
If the Accenture Shares acquired by the Participant are sold, the Participant will be subject to income tax on
the difference between the sale proceeds and the fair market value of the Accenture Shares on the date of
acquisition. This amount is also subject to health care contributions.
Withholding and Reporting
The Participant's employer is not required to report income or withhold income tax and social contributions
due at the time the Accenture Shares are acquired. It is the Participant's responsibility to report income and
to pay the tax and various social contributions due by the 12th day of the month following the end of the
quarter in which the Accenture Shares were acquired. The sale of the Accenture Shares and the receipt of
any dividends also must be reported by the Participant in his/her tax return.
3
DIVIDENDS
Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid with
respect to those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will
be subject to tax and health care contributions in Hungary on any dividends received. The Participant may
be subject to U.S. federal back-up tax withholding if the Participant does not certify his or her tax status to
any U.S. financial institution acting in the capacity of payor or middleman for the dividend. Any U.S. backup withholding may be refundable to the Participant if the Participant files a U.S. non-resident income tax
return.
- 56 -
IRISH TAX CONSEQUENCES
The following summary is based on the income and social tax laws in effect in Ireland as of the date
of this prospectus. Tax laws are complex and can change frequently. As a result, the information
below may be out of date at the time the Participant is granted a right to acquire Accenture Shares,
purchases or acquires Accenture Shares, sells Accenture Shares or receives dividends in respect
of Accenture Shares.
The following applies only to Participants who are Irish tax residents. If the Participant is a citizen
or resident of another country for local law purposes, the income and social tax information below
may not be applicable. Furthermore, this information is general in nature and does not cover all of
the various laws, rules and regulations that may apply. It may not apply to each Participant's
particular tax or financial situation, and Accenture is not in a position to assure Participants of any
particular tax result
Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.
1
ESPP
Enrollment in the ESPP
The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new
Purchase Period begins.
Purchase of Shares
When Accenture Shares are purchased under the ESPP, the Participant will be subject to income tax on
the difference between the fair market value of the Accenture Shares on the date of purchase and the
Purchase Price. The Participant will not be subject to social contributions when Shares are purchased
under the ESPP.
Sale of Shares
If the Accenture Shares purchased pursuant to the ESPP are sold and the difference between the sale
proceeds and the fair market value of the Accenture Shares on the date of purchase exceeds a certain
exempt amount, the Participant will be subject to capital gains tax on the difference. Any loss realized on
the sale of the Accenture Shares may be used to offset other capital gains realized in the same calendar
year. Net capital losses may be carried forward to offset capital gains realized in subsequent years.
Withholding and Reporting
The Participant's employer is required to report the taxable amount on purchase of Accenture Shares, but
is not required to withhold income tax at the time the Accenture Shares are purchased. It is the
Participant's responsibility to report income and pay any taxes resulting from the purchase of Accenture
Shares and the sale of Accenture Shares or the receipt of any dividends.
2
VEIP
2.1
RIGHTS TO SHARE PURCHASES
Enrollment in the VEIP
The Participant will not be subject to income tax or social contributions when he/she enrolls in the VEIP or
a new VEIP Year begins.
Purchase of Shares
When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be
subject to income tax or social contributions.
Sale of Shares
If the Accenture Shares purchased under the VEIP are sold and the difference between the sale proceeds
and the fair market value of the Accenture Shares on the date of purchase exceeds a certain exempt
amount, the Participant will be subject to capital gains tax on the difference. Any loss realized on the sale of
the Accenture Shares may be used to offset other capital gains realized in the same calendar year. Net
capital losses may be carried forward to offset capital gains realized in subsequent years.
- 57 -
Withholding and Reporting
Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the
Participant's employer will not be required to withhold or report income tax at the date of purchase. It is the
Participant's responsibility to report income and pay any taxes resulting from the sale of Accenture Shares
or the receipt of any dividends.
2.2
MATCHING RSUs
Grant
The Participant will not be subject to tax or social contributions when Matching RSUs are granted.
Vesting
The Participant will not be subject to tax or social contributions when Matching RSUs vest.
Share Acquisition
The Participant will be subject to income tax when Accenture Shares are acquired by the Participant. The
Participant will be taxed on the fair market value of the Accenture Shares acquired by him/her, generally on
the date of vesting.
Sale of Shares
If the Accenture Shares acquired by the Participant are sold and the difference between the sale proceeds
and the fair market value of the Accenture Shares on the date of acquisition of the Accenture Shares
exceeds a certain exempt amount, the Participant will be subject to capital gains tax on the difference. Any
loss realized on the sale of the Accenture Shares may be used to offset other capital gains realized in the
same calendar year. Net capital losses may be carried forward to offset capital gains realized in
subsequent years.
Withholding and Reporting
The Participant's employer is required to report the taxable amount on acquisition of Accenture Share, but
is not required to withhold income tax at the time the Accenture Shares are acquired. It is the Participant's
responsibility to report income and pay any taxes resulting from the acquisition of Accenture Shares, the
sale of Accenture Shares or the receipt of any dividends.
3
DIVIDENDS
Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid with
respect of those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will
be subject to tax in Ireland on any dividends received. The Participant may be subject to U.S. federal backup tax withholding if the Participant does not certify his or her tax status to any U.S. financial institution
acting in the capacity of payor or middleman for the dividend. Any U.S. back-up withholding may be
refundable to the Participant if the Participant files a U.S. non-resident income tax return.
- 58 -
ITALIAN TAX CONSEQUENCES
The following summary is based on the income and social tax laws in effect in Italy as of the date of
this prospectus. Tax laws are complex and can change frequently. As a result, the information
below may be out of date at the time the Participant is granted a right to acquire Accenture Shares,
purchases or acquires Accenture Shares, sells Accenture Shares or receives dividends in respect
of Accenture Shares.
The following applies only to Participants who are Italian tax residents. If the Participant is a citizen
or resident of another country for local law purposes, the income and social tax information below
may not be applicable. Furthermore, this information is general in nature and does not cover all of
the various laws, rules and regulations that may apply. It may not apply to each Participant's
particular tax or financial situation, and Accenture is not in a position to assure Participants of any
particular tax result.
Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.
1
ESPP
Enrolment in the ESPP
The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new
Purchase Period begins.
Purchase of Shares
When Accenture Shares are purchased under the ESPP and are held by the Participant for 3 years or less,
the Participant will be subject to income tax on the difference between the normal value of the Accenture
Shares (the average price of the Accenture Shares in the month preceding the date of purchase) and the
Purchase Price. Social contributions of approximately 10% are also usually due at purchase on this amount
less an annual exemption of EUR 2,065.83.
When Accenture Shares are purchased under the ESPP and are held by the Participant for more than 3
years, the Participant will be subject to income tax on the difference between the normal value of the
Accenture Shares (the average price of the Accenture Shares in the month preceding the date of purchase)
and the Purchase Price, less an annual exemption of EUR 2065.83. Social contributions of approximately
10% are also usually due at purchase on this amount less an exemption amount of EUR 2,065.83.
Sale of Shares
If the Accenture Shares purchased pursuant to the ESPP are sold, the Participant will be subject to capital
gains tax on the difference between the sale proceeds and the Participant's cost basis in the Accenture
Shares. The Participant's cost basis is the Purchase Price paid for the Accenture Shares plus the amount
of compensation income subject to taxation upon the purchase of the Accenture Shares. Any loss realized
on the sale of the Accenture Shares may be used to offset other capital gains realized in the same calendar
year. Net capital losses may be carried forward to offset capital gains realized in the subsequent four
years.
Withholding and Reporting
The Participant's employer is required to report income and withhold income tax and social contributions at
the time he/she purchases Accenture Shares. It is the Participant's responsibility to report and pay any
taxes resulting from the sale of the Accenture Shares or the receipt of any dividends.
2
VEIP
2.1
RIGHTS TO SHARE PURCHASES
Enrollment in the VEIP
The Participant will not be subject to tax or social contributions when he/she enrolls in the VEIP or a new
VEIP Year begins
- 59 -
Purchase of Shares
When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be
subject to income tax or social contributions.
Sale of Shares
If the Accenture Shares acquired pursuant to the VEIP are sold, the Participant will be subject to capital
gains tax on the difference between the sale proceeds and the price paid by the Participant for the
Accenture Shares. Any loss realized on the sale of the Accenture Shares may be used to offset other
capital gains realized in the same calendar year. Net capital losses may be carried forward to offset capital
gains realized in the subsequent four years.
Withholding and Reporting
Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the
Participant's employer is not required to report income or withhold income tax or social contributions at the
time the Accenture Shares are acquired. It is the Participant's responsibility to report income and pay taxes
resulting from the sale of the Accenture Shares or the receipt of any dividends.
2.2
MATCHING RSUs
Grant
The Participant will not be subject to tax or social contributions when Matching RSUs are granted.
Vesting
The Participant will not be subject to tax or social contributions when Matching RSUs vest.
Share Acquisition
When Accenture Shares are acquired under the Matching RSUs and are held by the Participant for 3 years
or less, the Participant will be subject to income tax on the normal value of the Accenture Shares (the
average price of the Accenture Shares in the month preceding the date of acquisition). Social contributions
of approximately 10% are also usually due at purchase on the normal value less an annual exemption of
EUR 2065.83.
When Accenture Shares are acquired under the Matching RSUs and are held by the Participant for more
than 3 years, the Participant will be subject to income tax on the difference between the normal value of the
Accenture Shares (the average price of the Accenture Shares in the month preceding the date of
acquisition), less an annual exemption of EUR 2065.83. Social contributions of approximately 10% are also
usually due at acquisition on the normal value less an exemption amount of EUR 2065.83.
Sale of Shares
If the Accenture Shares acquired by the Participant are sold, the Participant will be subject to capital gains
tax on the difference between the sale proceeds and the amount of compensation income subject to
taxation upon the acquisition of the Accenture Shares. Any loss realized on the sale of the Accenture
Shares may be used to offset other capital gains realized in the same calendar year. Net capital losses
may be carried forward to offset capital gains realized in the subsequent four years.
Withholding and Reporting
The Participant's employer is required to report income and withhold income tax and social contributions at
the time of the acquisition of Accenture Shares. It is the Participant's responsibility to report income and
pay taxes resulting from the sale of the Accenture Shares or the receipt of any dividends.
3
DIVIDENDS
Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect
of those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject
to tax in Italy on any dividends received. The Participant may be subject to U.S. federal back-up tax
withholding if the Participant does not certify his or her tax status to any U.S. financial institution acting in
the capacity of payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to
the Participant if the Participant files a U.S. non-resident income tax return.
- 60 -
LATVIAN TAX CONSEQUENCES
The following summary is based on the income and social tax laws in effect in Latvia as of the date
of this prospectus. Tax laws are complex and can change frequently. As a result, the information
below may be out of date at the time the Participant is granted a right to acquire Accenture Shares,
purchases Accenture Shares, sells Accenture Shares or receives dividends.
The following applies only to Participants who are Latvian tax residents. If the Participant is a
citizen or resident of another country for local law purposes, the income and social tax information
below may not be applicable. Furthermore, this information is general in nature and does not
discuss all of the various laws, rules and regulations that may apply. It may not apply to each
Participant's particular tax or financial situation, and Accenture is not in a position to assure them
of any particular tax result
Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.
1
ESPP
Enrollment in the ESPP
The Participant is not subject to tax when he/she enrolls in the ESPP or a new Purchase Period begins.
Purchase of Shares
When Accenture Shares are purchased under the ESPP, the Participant will be subject to income tax on
the difference between the fair market value of the Accenture Shares on the date of purchase and the
Purchase Price. The Participant will also be subject to social contributions on this amount, provided the
Participant has not already exceeded the applicable contribution ceiling.
Sale of Shares
No taxes are due upon the sale of the Accenture Shares.
Withholding and Reporting
The Participant's employer is required to report income and withhold income tax and social contributions (to
the extent the Participant has not already exceeded the applicable contribution ceiling), at the time he/she
purchases Shares.
2
VEIP
2.1
RIGHTS TO SHARE PURCHASES
Enrollment in the VEIP
The Participant will not be subject to income tax or social contributions when he/she enrolls in the VEIP or
a new VEIP Year begins.
Purchase of Shares
When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be
subject to income tax or social contributions.
Sale of Shares
No taxes are due upon the sale of the Accenture Shares.
Withholding and Reporting
Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the
Participant's employer will not be required to report income or withhold income tax or social contributions at
the date of purchase.
2.2
MATCHING RSUs
Grant
The Participant will not be subject to income tax or social contributions when Matching RSUs are granted.
- 61 -
Vesting
The Participant will not be subject to income tax or social contributions when the Matching RSUs vest.
Share Acquisition
The Participant will be subject to income tax and social contributions (to the extent he/she has not already
exceeded the applicable contribution ceiling) when the Accenture Shares are acquired by the Participant.
The Participant will be taxed on the fair market value of the Accenture Shares acquired by him/her.
Sale of Shares
No taxes are due upon the sale of Accenture Shares.
Withholding and Reporting
The Participant's employer is required to report income and withhold income tax and social contributions (to
the extent that he/she has not already exceeded the applicable contribution ceiling) at the time the
Participant acquires the Accenture Shares.
3
DIVIDENDS
Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid with
respect to those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will
be subject to tax in Latvia on any dividends received.
The Participant may be subject to U.S. federal back up tax withholding if the Participant does not certify his
or her tax status to any U.S. financial institution acting in the capacity of payer or middleman for the
dividend. Any U.S. back up withholding may be refundable to the Participant if the Participant files a U.S.
non-resident income tax return.
- 62 -
LUXEMBOURGIAN TAX CONSEQUENCES
The following summary is based on the income and social tax laws in effect in Luxembourg as of
the date of this prospectus. Tax laws are complex and can change frequently. As a result, the
information below may be out of date at the time the Participant is granted a right to acquire
Accenture Shares, purchases or acquires Accenture Shares, sells Accenture Shares or receives
dividends in respect of Accenture Shares.
The following applies only to Participants who are Luxembourg tax residents. If the Participant is a
citizen or resident of another country for local law purposes, the income and social tax information
below may not be applicable. Furthermore, this information is general in nature and does not cover
all of the various laws, rules and regulations that may apply. It may not apply to each Participant's
particular tax or financial situation, and Accenture is not in a position to assure Participants of any
particular tax result.
Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.
1
ESPP
Enrollment in the ESPP
The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new
Purchase Period begins.
Purchase of Shares
When Accenture Shares are purchased under the ESPP, the Participant will be subject to income tax on
the difference between the fair market value of the Accenture Shares on the date of purchase and the
Purchase Price. The Participant will also be subject to social contributions on this amount, provided the
Participant has not already exceeded the applicable monthly contribution ceiling.
Sale of Shares
If the Accenture Shares acquired pursuant to the ESPP are sold within 6 months of the date of purchase,
the Participant will be subject to income tax on the difference between the sale proceeds and the fair
market value of the Accenture Shares on the date of the acquisition. If the difference is less than a
minimum threshold amount no taxes may be due. If the Accenture Shares acquired pursuant to the ESPP
are sold after 6 months from the date of purchase, any capital gains are tax exempt. Any loss realized on
the sale of the Accenture Shares within 6 months of the date of purchase generally may be used to offset
other capital gains in the year of sale.
Withholding and Reporting
The Participant's employer is required to report income and withhold income tax and social contributions (to
the extent the Participant has not already exceeded the applicable monthly contribution ceiling) at the time
he/she purchases Accenture Shares. If the Participant is required to file a personal income tax return, it is
the Participant's responsibility to report and pay any taxes resulting from the sale of the Accenture Shares
or the receipt of any dividends.
2
VEIP
2.1
RIGHTS TO SHARE PURCHASES
Enrollment in the VEIP
The Participant will not be subject to income tax or social contributions when he/she enrolls in the VEIP or
a new VEIP Year begins.
Purchase of Shares
When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be
subject to income tax or social contributions.
Sale of Shares
If the Accenture Shares acquired under the VEIP are sold within 6 months of the date of purchase, the
Participant will be subject to income tax on the difference between the sale proceeds and the fair market
- 63 -
value of the Accenture Shares on the date of acquisition. If the difference is less than a minimum threshold
amount no taxes may be due. If the Accendure Shares acquired are sold after 6 months from the date of
purchase, any capital gains are tax exempt. Any loss realized on the sale of the Accenture Shares within 6
months of the date of purchase generally may be used to offset other capital gains in the year of sale.
Withholding and Reporting
Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the
Participant's employer will not be required to report income or withhold income tax or social contributions at
the date of purchase. If the Participant is required to file a personal income tax return, it is Participant's
responsibility to report and pay any taxes resulting from the sale of the Accenture Shares or the receipt of
any dividends.
2.2
MATCHING RSUs
Grant
The Participant will not be subject to tax or social contributions when Matching RSUs are granted.
Vesting
The Participant will not be subject to tax or social contributions when Matching RSUs vest.
Share Acquisition
The Participant will be subject to income tax and social contributions (to the extent he/she has not already
exceeded the applicable contribution ceiling) when Accenture Shares are acquired by the Participant. The
Participant will be taxed on the fair market value of the Accenture Shares acquired by him. A partial tax
exemption may be available if the Matching RSUs can be characterized as a non-recurring additional
payment to the Participant.
Sale of Shares
If the Accenture Shares acquired by the Participant are sold within six months of the date of acquisition, the
Participant will be subject to income tax on the difference between the sale proceeds and the fair market
value of the Accenture Shares on the date of the acquisition. If the difference is less than a minimum
threshold amount no taxes may be due. If the Accenture Share acquired are sold after 6 months from the
date of acquisition, any capital gains are tax exempt. Any loss realized on the sale of the Accenture Shares
within 6 months of the date of acquisition generally may be used to offset other capital gains in the year of
sale.
Withholding and Reporting
The Participant's employer is required to report income and withhold income tax and social contributions (to
the extent that he/she has not already exceeded the applicable contribution ceiling) at the time of the
Accenture Shares are acquired. If the Participant is required to file a personal income tax return, it is
Participant's responsibility to report and pay taxes resulting from the sale of the Accenture Shares or the
receipt of any dividends.
3
DIVIDENDS
Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid with
respect to those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will
be subject to tax in Luxembourg on any dividends received, less a small annual deductible amount, if
dividend income for the Participant in the year exceeds a specified amount. The Participant may be subject
to U.S. federal back-up tax withholding if the Participant does not certify his or her tax status to any U.S.
financial institution acting in the capacity of payor or middleman for the dividend. Any U.S. back-up
withholding may be refundable to the Participant if the Participant files a U.S. non-resident income tax
return.
- 64 -
NORWEGIAN TAX CONSEQUENCES
The following summary is based on the income and social tax laws in effect in Norway as of the
date of this prospectus. Tax laws are complex and can change frequently. As a result, the
information below may be out of date at the time the Participant is granted a right to acquire
Accenture Shares, purchases or acquires Accenture Shares, sells Accenture Shares or receives
dividends in respect of Accenture Shares.
The following applies only to Participants who are Norwegian tax residents. If the Participant is a
citizen or resident of another country for local law purposes, the income and social tax information
below may not be applicable. Furthermore, this information is general in nature and does not cover
all of the various laws, rules and regulations that may apply. It may not apply to each Participant's
particular tax or financial situation, and Accenture is not in a position to assure Participants of any
particular tax result.
Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.
1
ESPP
Enrollment in the ESPP
The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new
Purchase Period begins.
Purchase of Shares
When Accenture Shares are purchased under the ESPP, the Participant will be subject to income tax and
social contributions on the difference between the fair market value of the Accenture Shares on the date of
purchase and the Purchase Price. The taxable income may be apportioned over the number of years that
the Accenture Shares are held.
Sale of Shares
If the Accenture Shares purchased pursuant to the ESPP are sold, the Participant will be subject to capital
gains tax on the difference between the sale price and the fair market value of the Accenture Shares on the
date of purchase of the Accenture Shares. Some capital gain may be offset by unused "protection
deduction" or "shield deduction" if certain conditions are satisfied.
Withholding and Reporting
The Participant's employer is required to report income and withhold tax and social contributions at the time
he/she purchases the Accenture Shares. The Participant will be responsible for paying the difference, if
any, between taxes withheld and the actual income tax liability. It is the Participant's responsibility to report
and pay any taxes resulting from the sale of the Accenture Shares or receipt of any dividends.
2
VEIP
2.1
RIGHTS TO SHARE PURCHASES
Enrollment in the VEIP
The Participant will not be subject to tax or social contributions when he/she enrolls in the VEIP or a new
VEIP Year begins.
Purchase of Shares
When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be
subject to income tax or to social contributions.
Sale of Shares
If the Accenture Shares acquired under the VEIP are sold, the Participant will be subject to capital gains tax
on the difference between the sale price and the fair market value of the Accenture Shares at the date of
purchase of the Accenture Shares. Some capital gain may be offset by unused "protection deduction" or
"shield deduction" if certain conditions are satisfied.
- 65 -
Withholding and Reporting
Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the
Participant's employer will not be required to report income or withhold income tax or social contributions at
the date of purchase. It is the Participant's responsibility to report and pay any taxes resulting from the sale
of the Accenture Shares or receipt of any dividends.
2.2
MATCHING RSUs
Grant
The Participant will not be subject to tax or social contributions when Matching RSUs are granted.
Vesting
The Participant will not be subject to tax or social contributions when Matching RSUs vest.
Share Acquisition
The Participant will be subject to income tax and social contributions when Accenture Shares are acquired
by the Participant. The Participant will be taxed on the fair market value of the Accenture Shares acquired
by him/her. The taxable income may be apportioned over the number of years that the Accenture Shares
are held.
Sale of Shares
If the Accenture Shares acquired by the Participant are sold, the Participant will be subject to capital gains
tax on the difference between the sale price and the fair market value of the Accenture Shares on the date
of acquisition of the Accenture Shares. Some capital gain may be offset by unused "protection deduction"
or "shield deduction" if certain conditions are satisfied.
Withoholding and Reporting
The Participant’s employer is required to report income and withhold tax and social contributions at the time
the Accenture Shares are acquired. The Participant will be responsible for paying the difference, if any,
between taxes withheld and the acutal income tax liability. It is the Participant’s responsibility to report and
pay any taxes resulting from the acquisition of the Accenture Shares, the sale of the Accenture Shares or
receipt of any dividends.
3
DIVIDENDS
Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect
of those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject
to tax in Norway on any dividends received. Some dividends may be exempt from taxation if certain
conditions for the "protection deduction" or "shield deduction" are satisfied. The Participant may be subject
to U.S. federal back-up tax withholding if the Participant does not certify his or her tax status to any U.S.
financial institution acting in the capacity of payor or middleman for the dividend. Any U.S. back-up
withholding may be refundable to the Participant if the Participant files a U.S. non-resident income tax
return.
- 66 -
POLISH TAX CONSEQUENCES
The following summary is based on the income and social tax laws in effect in Poland as of the date
of this prospectus. Tax laws are complex and can change frequently. As a result, the information
below may be out of date at the time the Participant is granted a right to acquire Accenture Shares,
purchases or acquires Accenture Shares, sells Accenture Shares or receives dividends in respect
of Accenture Shares.
The following applies only to Participants who are Polish tax residents. If the Participant is a
citizen or resident of another country for local law purposes, the income and social tax information
below may not be applicable. Furthermore, this information is general in nature and does not cover
all of the various laws, rules and regulations that may apply. It may not apply to each Participant's
particular tax or financial situation, and Accenture is not in a position to assure Participants of any
particular tax result
Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.
1
ESPP
Enrollment in the ESPP
The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new
Purchase Period begins.
Purchase of Shares
When Accenture Shares are purchased under the ESPP but not sold on the same day, the Participant will
be subject to a Pension and Disability Contribution (provided the Participant has not already exceeded the
applicable contribution ceiling) and a Sickness Fund Contribution on the difference between the fair market
value of the Accenture Shares on the date of purchase and the Purchase Price.
Sale of Shares
If the Accenture Shares purchased pursuant to the ESPP are sold after the date of purchase, the
Participant will be subject to tax on the difference between the sale proceeds and the Purchase Price of the
Accenture Shares. 50% of any capital loss realized in the year of sale may be used to offset capital gains,
and any excess capital loss may be carried forward 5 years.
Withoholding and Reporting
The Participant's employer is required to report income and withhold social contributions (to the extent the
Participant has not already exceeded the applicable contribution ceiling) at the time he/she purchases
Accenture Shares. It is the Participant's responsibility to report and pay any taxes resulting from the sale of
the Accenture Shares or the receipt of any dividends.
2
VEIP
2.1
RIGHTS TO SHARE PURCHASES
Enrollment in the VEIP
The Participant will not be subject to income tax or social contributions when he/she enrolls in the VEIP or
a new VEIP Year begins.
Purchase of Shares
When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be
subject to income tax or social contributions.
Sale of Shares
If the Accenture Shares acquired under the VEIP are sold after the date of purchase, the Participant will be
subject to capital gains tax on the difference between the sale proceeds and the purchase price paid by the
Participant to acquire the Accenture Shares. 50% of any capital loss realized in the year of sale may be
used to offset capital gains, and any excess capital loss may be carried forward 5 years.
- 67 -
Withholding and Reporting
Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the
Participant's employer will not be required to report income or withhold income tax or social contributions at
the date of purchase. It is Participant's responsibility to report the purchase if required and pay taxes
resulting from the sale of Accenture Shares or the receipt of any dividends.
2.2
MATCHING RSUs
Grant
The Participant will not be subject to tax or social contributions when Matching RSUs are granted.
Vesting
The Participant will not be subject to tax or social contributions when Matching RSUs vest.
Share Acquisition
The Participant will be subject to a Pension and Disability Contribution (to the extent that he/she has not
already exceeded the applicable contribution ceiling) and a Sickness Fund Contribution when the
Accenture Shares are acquired by the Participant. The Participant will be taxed on the fair market value of
the Accenture Shares acquired by him/her, generally on the date of vesting.
Sale of Shares
If the Accenture Shares acquired by the Participant are sold after the day of acquisition, the Participant will
be subject to capital gains tax on the sale proceeds. 50% of any capital loss realized in the year of sale
may be used to offset capital gains, and any excess capital loss may be carried forward 5 years.
Withholding and Reporting
The Participant's employer is required to report income and withhold social contributions at the time the
Accenture Shares are acquired. It is the Participant's responsibility to report the acquisition if required and
pay any taxes resulting from the acquisition of Accenture Shares, the sale of Accenture Shares or the
receipt of any dividends.
3
DIVIDENDS
Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect
of those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject
to tax in Poland on any dividends received. Participant may be subject to U.S. federal back-up tax
withholding if the Participant does not certify his or her tax status to any U.S. financial institution acting in
the capacity of payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to
the Participant if the Participant files a U.S. non-resident income tax return.
- 68 -
PORTUGUESE TAX CONSEQUENCES
The following summary is based on the income and social tax laws in effect in Portugal as of the
date of this prospectus. Tax laws are complex and can change frequently. As a result, the
information below may be out of date at the time the Participant is granted a right to acquire
Accenture Shares, purchases or acquires Accenture Shares, sells Accenture Shares or receives
dividends.
The following applies only to Participants who are Portuguese tax residents. If the Participant is a
citizen or resident of another country for local law purposes, the income and social tax information
below may not be applicable. Furthermore, this information is general in nature and does not cover
all of the various laws, rules and regulations that may apply. It may not apply to each Participant's
particular tax or financial situation, and Accenture is not in a position to assure Participants of any
particular tax result.
Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.
1
ESPP
Enrollment in the ESPP
The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new
Purchase Period begins.
Purchase of Shares
When Accenture Shares are purchased under the ESPP, the Participant will be subject to income tax on
the difference between the fair market value of the Accenture Shares on the date of purchase and the
Purchase Price. The Participant is unlikely to be subject to social insurance contributions on this amount.
Sale of Shares
When Accenture Shares purchased pursuant to the ESPP are sold within 12 months of the date of
purchase, the Participant will be subject to capital gains tax on the difference between the sale proceeds
and the fair market value of the Accenture Shares on the date of purchase. If the Participant holds the
Accenture Shares for more than 12 months, the Participant will not be subject to tax when he/she sells the
Accenture Shares. Any loss realized on the sale of the Accenture Shares may be used to offset capital
gains in the year realized, and some capital losses may be carried forward for two years if the Participant
makes an election to be taxed on capital gains at normal progressive rates.
Withholding and Reporting
The Participant's employer is required to report income but is not required to withhold tax when the
Participant purchases Accenture Shares under the ESPP. It is the Participant's responsibility to report and
pay tax resulting from the purchase of Accenture Shares, the sale of Accenture Shares for a taxable gain or
the receipt of any dividends.
2
VEIP
2.1
RIGHTS TO SHARE PURCHASES
Enrollment in the VEIP
The Participant will not be subject to tax or social contributions when he/she enrolls in the VEIP or a new
VEIP Year begins.
Purchase of Shares
When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be
subject to income tax or social contributions.
Sale of Shares
If the Accenture Shares acquired under the VEIP are sold within 12 months of the date of purchase, the
Participant will be subject to capital gains tax on the difference between the sale proceeds and the fair
- 69 -
market value of the Accenture Shares on the date of purchase. If the Participant holds the Accenture
Shares for more than 12 months, the Participant will not be subject to tax when he/she sells the Accenture
Shares. Any loss realized on the sale of the Accenture Shares may be used to offset capital gains in the
year realized, and some capital losses may be carried forward for two years if the Participant makes an
election to be taxed on capital gains at normal progressive rates.
Withholding and Reporting
Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the
Participant's employer will not be required to report income or withhold income tax at the date of purchase.
It is the Participant's responsibility to report and pay tax resulting from the sale of Accenture Shares for a
taxable gain and receipt of any dividends.
2.2
MATCHING RSUs
Grant
The Participant will not be subject to tax or social contributions when Matching RSUs are granted.
Vesting
The Participant will not be subject to tax or social contributions when Matching RSUs vest.
Share Acquisition
The Participant will be subject to income tax when Accenture Shares are acquired by the Participant. The
Participant will be taxed on the fair market value of the Accenture Shares when the Accenture Shares are
acquired. The Participant is unlikely to be subject to social contributions when the Accenture Shares are
acquired.
Sale of Shares
If the Accenture Shares acquired by the Participant are sold within 12 months of the date of acquisition, the
Participant will be subject to capital gains tax on the difference between the sale proceeds and the fair
market value of the Accenture Shares on the date of acquisition. If the Participant holds the Accenture
Shares for more than 12 months, no capital gains tax will be due when he/she sells the Accenture Shares.
Any loss realized on the sale of the Accenture Shares may be used to offset capital gains in the year
realized, and some capital losses may be carried forward for two years if the Participant makes an election
to be taxed on capital gains at normal progressive rates.
Withholding and Reporting
The Participant's employer is required to report income but is not required to withhold tax when the
Accenture Shares are acquired by the Participant. It is Participant's responsibility to report and pay tax
resulting from the acquisition of Accenture Shares, the sale of Accenture Shares for a taxable gain and
receipt of any dividends.
3
DIVIDENDS
Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect
of those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will be
subject to tax in Portugal on any dividends received. The Participant may be subject to US federal back-up
tax withholding if the Participant does not certify his or her tax status to any US financial institution acting in
the capacity of payor or middleman for the dividend. Any US back-up withholding may be refundable to the
Participant if the Participant files a US non-resident income tax return.
- 70 -
SLOVAK REPUBLIC TAX CONSEQUENCES
The following summary is based on the income and social tax laws in effect in the Slovak Republic
as of the date of this prospectus. Tax laws are complex and can change frequently. As a result, the
information below may be out of date at the time the Participant is granted a right to acquire
Accenture Shares, purchases or acquires Accenture Shares, sells Accenture Shares or receives
dividends in respect of Accenture Shares.
The following applies only to Participants who are Slovak Republic tax residents. If the Participant
is a citizen or resident of another country for local law purposes, the income and social tax
information below may not be applicable. Furthermore, this information is general in nature and
does not cover all of the various laws, rules and regulations that may apply. It may not apply to
each Participant's particular tax or financial situation, and Accenture is not in a position to assure
Participants of any particular tax result.
Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.
1
ESPP
Enrollment in the ESPP
The Participant is not subject to tax or health contributions when he/she enrolls in the ESPP or a new
Purchase Period begins.
Purchase of Shares
When Accenture Shares are purchased under the ESPP, the Participant will be subject to income tax on
the difference between the fair market value of the Accenture Shares on the date of purchase and the
Purchase Price. The Participant will also be subject to health contributions on this amount, provided the
Participant has not already exceeded the applicable monthly contribution ceiling.
Sale of Shares
If the Accenture Shares purchased pursuant to the ESPP are sold, the difference between the sale
proceeds and the fair market value of the Accenture Shares on the date of purchase will be subject to
income tax if the capital gains and other income of the Participant for the year exceed an annual tax
exempt amount. Any loss realized on the sale of the Shares is not deductible and may not offset other
taxable income.
Withholding and Reporting
The Participant's employer is required to report income and withhold income tax and health contributions
(to the extent the Participant has not already exceeded the applicable monthly contribution ceiling) at the
time he/she purchases Accenture Shares. It is the Participant's responsibility to report income and pay any
taxes resulting from the sale of the Accenture Shares for a taxable gain or the receipt of any taxable
dividends.
2
VEIP
2.1
RIGHTS TO SHARE PURCHASES
Enrollment in the VEIP
The Participant will not be subject to tax or health contributions when he/she enrolls in the VEIP or a new
VEIP Year begins.
Purchase of Shares
When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be
subject to social contributions or to income tax.
Sale of Shares
If the Accenture Shares acquired under the VEIP are sold the difference between the sale proceeds and
the fair market value of the Accenture Shares on the date of purchase will be subject to income tax if the
- 71 -
capital gains and other income of the Participant for the year exceed an annual tax exempt amount. Any
loss realized on the sale of the Shares is not deductible and may not offset other taxable income.
Withholding and Reporting
Because there is no tax due in connection with the purchase of the Accenture Shares under the VEIP, the
Participant's employer will not be required to report income or withhold income tax or health contributions at
the time of vesting or purchase. It is the Participant's responsibility to report and pay taxes resulting from
the sale of the Accenture Shares for a taxable gain or the receipt of any taxable dividends.
2.2
MATCHING RSUs
Grant
The Participant will not be subject to tax or health contributions when Matching RSUs are granted.
Vesting
The Participant will not be subject to tax or health contributions when Matching RSUs vest.
Share Acquisition
The Participant will be subject to income tax and health contributions (to the extent he/she has not already
exceeded the applicable monthly contribution ceiling) when Accenture Shares are acquired by the
Participant. The Participant will be taxed on the fair market value of the Accenture Shares acquired by
him/her, generally on the date of vesting.
Sale of Shares
If the Accenture Shares acquired by the Participant are sold, the difference between the sale proceeds and
the fair market value of the Accenture Shares on the date of acquisition will be subject to income tax if the
capital gains and other income of the Participant for the year exceed an annual tax exempt amount. Any
loss realized on the sale of the Shares is not deductible and may not offset other taxable income.
Withholding and Reporting
The Participant's employer is required to report income and withhold income tax and health contributions
(to the extent that he/she has not already exceeded the applicable monthly contribution ceiling) at the time
of the acquisition of the Accenture Shares. It is the Participant's responsibility to report and pay taxes
resulting from the sale of the Accenture Shares for a taxable gain or the receipt of any taxable dividends.
3
DIVIDENDS
Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid with
respect to those Accenture Shares if Accenture, in its discretion, declares a dividend. Dividends received
from profits earned after 31 December 2003 are not subject to tax in the Slovak Republic. The Participant
may be subject to US federal back-up tax withholding if the Participant does not certify his or her tax status
to any US financial institution acting in the capacity of payor or middleman for the dividend. Any US backup withholding may be refundable to the Participant if the Participant files a US non-resident income tax
return.
- 72 -
SPANISH TAX CONSEQUENCES
The following summary is based on the income and social tax laws in effect in Spain as of the date
of this prospectus. Tax laws are complex and can change frequently. As a result, the information
below may be out of date at the time the Participant is granted a right to acquire Accenture Shares,
purchases or acquires Accenture Shares, sells Accenture Shares or receives dividends in respect
of Accenture Shares.
The following applies only to Participants who are Spanish tax residents. If the Participant is a
citizen or resident of another country for local law purposes, the income and social tax information
below may not be applicable. Furthermore, this information is general in nature and does not cover
all of the various laws, rules and regulations that may apply. It may not apply to each Participant's
particular tax or financial situation, and Accenture is not in a position to assure Participants of any
particular tax result
Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.
1
ESPP
Enrollment in the ESPP
The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new
Purchase Period begins.
Purchase of Shares
When Accenture Shares are purchased under the ESPP, the Participant will be subject to income tax and
social contributions (to the extent he/she has not already exceeded the applicable contribution ceiling) on
the difference between the fair market value of the Accenture Shares on the date of purchase and the
Purchase Price. If the Accenture Shares purchased are held for more than three years from the purchase
date all or part of the difference may be exempt from income tax and social contributions.
Sale of Shares
If the Accenture Shares purchased pursuant to the ESPP are sold 12 months or less from the date of
purchase, the Participant will be subject to capital gains tax at his/her marginal rate on the difference
between the sale proceeds and the fair market value of the Accenture Shares on the date of purchase. If
the Participant holds the Accenture Shares for more than 12 months after the date of purchase, he/she will
be subject to capital gains tax at a reduced rate when he/she sells the Accenture Shares.
Any loss realized on the sale of the Accenture Shares 12 months or less from the date of purchase may be
used to offset other capital gains from assets owned for 12 months or less. Any excess capital losses
realized on the sale of the Accenture Shares 12 months or less from the date of purchase may be used to
offset up to 10% of other income in the year. Such capital losses that are not used in the year of sale may
be carried forward for four years.
Any loss realized from a sale of Accenture Shares occurring more than 12 months after the date of
purchase may be used to offset other capital gains from assets owned for more than 12 months. Such
capital losses not used in the year of sale may be carried forward for four years.
Withholding and Reporting
The Participant's employer is required to report income and withhold income tax and social contributions at
the time he/she purchases Accenture Shares. It is the Participant's responsibility to report and pay any
taxes resulting from the sale of the Accenture Shares or the receipt of any dividends unless an exception to
reporting applies.
2
VEIP
2.1
RIGHTS TO SHARE PURCHASES
Enrollment in the VEIP
The Participant will not be subject to tax or social contributions when he/she enrolls in the VEIP or a new
VEIP Year begins.
- 73 -
Purchase of Shares
When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be
subject to income tax or social contributions.
Sale of Shares
If the Accenture Shares acquired under the VEIP are sold 12 months or less from the date of purchase, the
Participant will be subject to capital gains tax at his/her marginal rate on the difference between the sale
proceeds and the fair market value of the Accenture Shares. If the Participant holds the Accenture Shares
for more than 12 months after the date of purchase, he/she will be subject to capital gains tax at a reduced
rate when he/she sells the Accenture Shares.
Any loss realized on the sale of the Accenture Shares 12 months or less from the Date of Exercise of the
rights to purchase may be used to offset other capital gains from assets owned for 12 months or less. Any
excess capital losses realized on the sale of the Accenture Shares 12 months or less from the date of
purchase may be used to offset up to 10% of other income in the year. Such capital losses that are not
used in the year of sale may be carried forward for four years.
Any loss realized from a sale of Accenture Shares occurring more than 12 months after the Date of
Exercise of the rights to purchase may be used to offset other capital gains from assets owned for more
than 12 months. Such capital losses that are not used in the year of sale may be carried forward for four
years.
Withholding and Reporting
Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the
Participant's employer will not be required to report income or withhold income tax or social contributions at
the date of purchase. It is the Participant's responsibility to report and pay taxes resulting from the sale of
Accenture Shares or the receipt of any dividends unless an exception to reporting applies.
2.2
MATCHING RSUs
Grant
The Participant will not be subject to tax or social contributions when Matching RSUs are granted.
Vesting
The Participant will not be subject to tax or social contributions when Matching RSUs vest.
Share Acquisition
The Participant will be subject to income tax and social contributions (to the extent that he/she has not
already exceeded the applicable contribution ceiling) when Accenture Shares are acquired by the
Participant. The Participant will be taxed on the fair market value of the Accenture Shares acquired by
him/her. If the Accenture Shares are held for more than three years from the purchase date all or part of
the fair market value of the Accenture Shares may be exempt from income tax and social contributions.
Sale of Shares
If the Accenture Shares acquired by the Participant are sold 12 months or less from the date of acquisition,
the Participant will be subject to capital gains tax at his/her marginal rate on the difference between the
sale proceeds and the fair market value of the Accenture Shares. If the Participant holds the Accenture
Shares for more than 12 months after the date of acquisition, he/she will be subject to capital gains tax at a
reduced rate when he/she sells the Accenture Shares.
Any loss realized on the sale of the Accenture Shares 12 months or less from the date of acquisition may
be used to offset other capital gains from assets owned for 12 months or less. Any excess capital losses
realized on the sale of the Accenture Shares 12 months or less from the date of acquisition may be used
offset up to 10% of other income in the year. Such capital losses that are not used in the year of sale may
be carried forward for four years.
Any loss from a sale of Accenture Shares occurring more than 12 months after the date of acquisition may
be used to offset other capital gains from assets owned for more than 12 months. Such capital losses that
are not used in the year of sale may be carried forward for four years.
- 74 -
Withholding and Reporting
The Participant's employer is required to report income and withhold income tax and social contributions at
the time the Accenture Shares are acquired. It is the Participant's responsibility to report and pay taxes
resulting from the sale of Accenture Shares or the receipt of any dividends unless an exception to reporting
applies.
3
DIVIDENDS
Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect
of those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will be
subject to tax in Spain on any dividends received. The Participant may be subject to US federal back-up
tax withholding if the Participant does not certify his or her tax status to any US financial institution acting in
the capacity of payor or middleman for the dividend. Any US back-up withholding may be refundable to the
Participant if the Participant files a US non-resident income tax return.
- 75 -
SWEDISH TAX CONSEQUENCES
The following summary is based on the income and social tax laws in effect in Sweden as of the
date of this prospectus. Tax laws are complex and can change frequently. As a result, the
information below may be out of date at the time the Participant is granted a right to acquire
Accenture Shares, purchases or acquires Accenture Shares, sells Accenture Shares or receives
dividends in respect of Accenture Shares.
The following applies only to Participants who are Swedish tax residents. If the Participant is a
citizen or resident of another country for local law purposes, the income and social tax information
below may not be applicable. Furthermore, this information is general in nature and does not cover
all of the various laws, rules and regulations that may apply. It may not apply to each Participant's
particular tax or financial situation, and Accenture is not in a position to assure Participants of any
particular tax result.
Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.
1
ESPP
Enrollment in the ESPP
The Participant is not subject to tax or social contributions when he/she enrolls in the ESPP or a new
Purchase Period begins.
Purchase of Shares
When Accenture Shares are purchased under the ESPP, the Participant will be subject to income tax on
the difference between the fair market value of the Accenture Shares on the date of purchase and the
Purchase Price. The Participant may also be subject to National Pension Contributions on this amount,
provided the Participant has not already exceeded the applicable contribution ceiling.
Sale of Shares
If the Accenture Shares purchased pursuant to the ESPP are sold the Participant will be subject to capital
gains tax on the difference between the sale proceeds and the fair market value of the Accenture Shares
on the date of purchase. Any loss realized on the sale of the Accenture Shares may be used first to offset
any capital gains on shares, then a specified percentage of the remaining loss may be used to offset any
other capital gain and then any further remaining loss may be used to offset earned income subject to
certain limits.
Withholding and Reporting
The Participant's employer is required to report income and withhold income tax and National Pension
Contributions (to the extent the Participant has not already exceeded the applicable contribution ceiling) at
the time he/she purchases Accenture Shares. It is the Participant's responsibility to report and pay taxes
resulting from the purchase of Accenture Shares, the sale of the Accenture Shares or the receipt of any
dividends.
2
VEIP
2.1
RIGHTS TO SHARE PURCHASES
Enrollment in the VEIP
The Participant will not be subject to tax or social contributions when he/she enrolls in the VEIP or a new
VEIP Year begins.
Purchase of Shares
When Accenture Shares are purchased at Fair Market Value under the VEIP, the Participant will not be
subject to income tax or to National Pension Contributions.
- 76 -
Sale of Shares
If the Accenture Shares acquired under the VEIP are sold the Participant will be subject to capital gains tax
on the difference between the sale proceeds and fair market value of the Accenture Shares on the date of
purchase. Any loss realized on the sale of the Accenture Shares may be used first to offset any capital
gains on shares, then a specified percentage of the remaining loss may be used to offset any other capital
gain and then any further remaining loss may be used to offset earned income, subject to certain limits.
Withholding and Reporting
Because there is no tax due in connection with the purchase of Accenture Shares under the VEIP, the
Participant's employer will not be required to report income or withhold income tax or National Pension
Contributions at the date of purchase. It is the Participant's responsibility to report and pay taxes due from
the purchase of Accenture Shares, the sale of the Accenture Shares or the receipt of any dividends.
2.2
MATCHING RSUs
Grant
The Participant will not be subject to tax or social contributions when Matching RSUs are granted.
Vesting
The Participant will not be subject to tax or social contributions when Matching RSUs vest.
Share Acquisition
The Participant will be subject to income tax and National Pension Contributions (to the extent he/she has
not already exceeded the applicable contribution ceiling) when Accenture Shares are acquired by the
Participant. The Participant will be taxed on the fair market value of the Accenture Shares at the time the
Accenture Shares are acquired.
Sale of Shares
If the Accenture Shares acquired by the Participant are sold the Participant will be subject to capital gains
tax on the difference between the sale proceeds and the fair market value of the Accenture Shares on the
date of the acquisition of Accenture Shares. Any loss realized on the sale of the Accenture Shares may be
used first to offset any capital gains on shares, then a specified percentage of the remaining loss may be
used to offset any other capital gain and then any further remaining loss may be used to offset earned
income, subject to certain limits.
Withholding and Reporting
The Participant's employer is required to report income and withhold income tax and social contributions (to
the extent that he/she has not already exceeded the applicable contribution ceiling) at the time the
Accenture Shares are acquired. It is the Participant's responsibility to report and pay taxes resulting from
the acquisition of Accenture Shares, the sale of the Accenture Shares or the receipt of any dividends.
3
DIVIDENDS
Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect
of those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject
to tax in Sweden on any dividends received. The Participant may be subject to U.S. federal back-up tax
withholding if the Participant does not certify his or her tax status to any U.S. financial institution acting in
the capacity of payor or middleman for the dividend. Any U.S. back-up withholding may be refundable to
the Participant if the Participant files a U.S. non-resident income tax return.
- 77 -
UNITED KINGDOM TAX CONSEQUENCES
The following summary is based on the income and social tax laws in effect in the United Kingdom
as of the date of this prospectus. Tax laws are complex and can change frequently. As a result, the
information below may be out of date at the time the Participant is granted a right to acquire
Accenture Shares, purchases or acquires Accenture Shares, sells Accenture Shares or receives
dividends in respect of Accenture Shares.
The following applies only to Participants who are resident and ordinarily resident for tax purposes
in the United Kingdom. If the Participant is not resident and ordinarily resident for tax purposes in
the United Kingdom, the income and social tax information below may not be applicable.
Furthermore, this information is general in nature and does not cover all of the various laws, rules
and regulations that may apply. It may not apply to each Participant's particular tax or financial
situation, and Accenture is not in a position to assure Participants of any particular tax result.
Participants are strongly advised to consult a tax advisor as to how the tax or other laws in their
country apply to their specific situation.
1
ESPP
Enrollment in the ESPP
The Participant is not subject to tax or national insurance contributions when he/she enrolls in the ESPP or
a new Purchase Period begins.
Purchase of Shares
When Accenture Shares are purchased under the ESPP, the Participant will be subject to income tax and
national insurance contributions on the difference between the value of the Accenture Shares on the date
of purchase and the Purchase Price.
Sale of Shares
If the Accenture Shares purchased pursuant to the ESPP are sold and the difference between the sale
proceeds and the value of the Accenture Shares on the date of purchase exceeds a certain exempt
amount, the Participant will be subject to capital gains tax on the difference. The effective rate of capital
gains tax will be reduced if the Participant has held the Accenture Shares for at least one complete year
and certain other conditions apply. Any loss realized on the sale of the Accenture Shares may be used to
offset other capital gains in the year of sale and any unused loss may be carried forward to future years to
offset any net capital gains in those years.
Withholding and Reporting
The Participant's employer is required to report income and withhold income tax and national insurance
contributions at the time he/she purchases the Accenture Shares. It is the Participant's responsibility to
report and pay any taxes resulting from the purchase or sale of the Accenture Shares or the receipt of any
dividends.
2
VEIP
2.1
RIGHTS TO SHARE PURCHASES
Enrollment in the VEIP
The Participant will not be subject to tax or national insurance contributions when he/she enrolls in the
VEIP or a new VEIP Year begins.
Purchase of Shares
When Accenture Shares are purchased under the VEIP, the Participant should not be subject to income tax
or national insurance contributions.
Sale of Shares
If the Accenture Shares acquired under the VEIP are sold and the difference between the sale proceeds
and the value of the Accenture Shares on the date of purchase exceeds a certain exempt amount, the
- 78 -
Participant will be subject to capital gains tax on the difference. The effective rate of capital gains tax will be
reduced if the Participant has held the Accenture Shares for at least one complete year and certain other
conditions apply. Any loss realized on the sale of the Accenture Shares may be used to offset other capital
gains in the year of sale and any unused loss may be carried forward to future years to offset any net
capital gains in those years.
Withholding and Reporting
Because there should be no tax due in connection with the purchase of Accenture Shares under the VEIP,
the Participant's employer will not be required to report income or withhold income tax or national insurance
contributions at the time the Accenture Shares are acquired. It is the Participant's responsibility to report
and pay taxes resulting from the sale of the Accenture Shares or the receipt of any dividends.
2.2
MATCHING RSUs
Grant
The Participant will not be subject to tax or national insurance contributions when Matching RSUs are
granted.
Vesting
The Participant will not be subject to tax or national insurance contributions when Matching RSUs vest.
Share Acquisition
The Participant will be subject to income tax and national insurance contributions when Accenture Shares
are acquired by the Participant. The Participant will be taxed on the value of the Accenture Shares acquired
by him/her, generally on the date of vesting.
Sale of Shares
If the Accenture Shares acquired by the Participant are sold and the difference between the sale proceeds
and the value of the Accenture Shares on the date of purchase exceeds a certain exempt amount, the
Participant will be subject to capital gains tax on the difference. The effective rate of capital gains tax will be
reduced if the Participant has held the Accenture Shares for at least one complete year and certain other
conditions apply. Any loss realized on the sale of the Accenture Shares may be used to offset other capital
gains in the year of sale and any unused loss may be carried forward to future years to offset any net
capital gains in those years.
Withholding and Reporting
The Participant's employer is required to report income and withhold income tax and national insurance
contributions at the time the Accenture Shares are acquired. It is the Participant's responsibility to report
and pay taxes resulting from the acquisition of Accenture Shares, the sale of the Accenture Shares or the
receipt of any dividends.
3
DIVIDENDS
Where Accenture Shares are acquired pursuant to the ESPP or the VEIP, dividends may be paid in respect
of those Accenture Shares if Accenture, in its discretion, declares a dividend. The Participant will be subject
to tax in the United Kingdom on any dividends received. The Participant may be subject to U.S. federal
back-up tax withholding if the Participant does not certify his or her tax status to any U.S. financial
institution acting in the capacity of payor or middleman for the dividend. Any U.S. back-up withholding may
be refundable to the Participant if the Participant files a U.S. non-resident income tax return.
- 79 -
EXHIBITS
EXHIBIT I
ACCENTURE LIMITED 2001 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED ON
SEPTEMBER 4, 2001
EXHIBIT 10.1
ACCENTURE LTD 2001 EMPLOYEE SHARE PURCHASE PLAN
(As amended September 4, 2001)
1.
Purpose of the Plan
The purpose of the Plan is to give Eligible Employees of the
Company and its Subsidiaries the ability to share in the Company's future
success. The Company expects that it will benefit from the added interest which
such Eligible Employees will have in the welfare of the Company as a result of
their increased equity interest in the Company's success.
2.
Definitions
The following capitalized terms used in the Plan have the
respective meanings set forth in this Section:
(a)
Act: The Securities Exchange Act of 1934, as amended, or any
--successor thereto.
(b)
Beneficial Owner: A "beneficial owner", as such term is
---------------defined in Rule 13d-3 under the Act (or any successor rule
thereto).
(c)
Board: The Board of Directors of the Company.
-----
(d)
Change in Control: The occurrence of any of the following
----------------events:
(i) any Person (other than (A) a Person holding securities
representing 10% or more of the combined voting power of the
Company's outstanding securities as of the date that the
Company completes an initial public offering (a
"Pre-Existing Shareholder"), (B) the Company (if permitted
by relevant law), any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, or
(C) any company owned, directly or indirectly, by the
shareholders of the Company in substantially the same
proportions as their ownership of shares of the Company),
becomes the Beneficial Owner, directly or indirectly, of
securities of the Company, representing (I) 20% or more of
the combined voting power of the Company's then-outstanding
securities and (II) more of the combined voting power of the
Company's then-outstanding securities than the Pre-Existing
Shareholders in the aggregate;
(ii) during any period of twenty-four consecutive months
(not including any period prior to the date that the Company
completes an initial public offering), individuals who at
the beginning of such period constitute the Board, and any
new director (other than a director nominated by any Person
(other than the Board) who publicly announces an intention
to take or to consider taking actions (including, but not
limited to, an actual or threatened proxy contest) which if
consummated would constitute a
2
Change in Control under (i), (iii) or (iv) of this Section
2(d)) whose election by the Board or nomination for election
by the Company's shareholders has been approved by a vote of
at least two-thirds of the directors then still in office
who either were directors at the beginning of the period or
whose election or nomination for election was previously so
approved, cease for any reason to constitute at least a
majority thereof;
(iii) the consummation of any transaction or series of
transactions resulting in a merger, consolidation or
amalgamation, in which the Company is involved, other than a
merger, consolidation or amalgamation which would result in
the shareholders of the Company immediately prior thereto
continuing to own (either by remaining outstanding or by
being converted into voting securities of the surviving
entity), in the same proportion as immediately prior to the
transaction(s), more than 50% of the combined voting power
of the voting securities of the Company or such surviving
entity outstanding immediately after such merger,
consolidation or amalgamation; or
(iv) the complete liquidation of the Company or the sale or
disposition by the Company of all or substantially all of
the Company's assets.
(e)
Code: The Internal Revenue Code of 1986, as amended, or any
---successor thereto.
(f)
Committee: A committee of the Board that has been designated
--------by the Board to administer the Plan.
(g)
Company: Accenture Ltd, an exempted company registered in
-------Bermuda under Number EC 30090.
(h)
Compensation: Base salary, annual bonuses, commissions,
------------overtime and shift pay, in each case prior to reductions for
pre-tax contributions made to a plan or salary reduction
contributions to a plan excludable from income under
Sections 125 or 402(g) of the Code. Notwithstanding the
foregoing, Compensation shall exclude severance pay, stay-on
bonuses, long-term bonuses, retirement income, Change in
Control payments, contingent payments, income derived from
share options, share appreciation rights and other
equity-based compensation and other forms of special
remuneration.
(i)
Effective Date: The date the Board and the shareholders of
-------------the Company approve the Plan.
(j)
Eligible Employee: An individual who is eligible to
-------------participate in the Plan pursuant to Section 5 of the Plan.
(k)
Fair Market Value: On a given date, (i) if there should be a
-----------------public market for the Shares on such date, the arithmetic
mean of the high and low prices
3
of the Shares as reported on such date on the Composite Tape
of the principal national securities exchange on which such
Shares are listed or admitted to trading, or, if the Shares
are not listed or admitted on any national securities
exchange, the arithmetic mean of the per Share closing bid
price and per Share closing asked price on such date as
quoted on the National Association of Securities Dealers
Automated Quotation System (or such market in which such
prices are regularly quoted) (the "NASDAQ"), or, if no sale
of Shares shall have been reported on the Composite Tape of
any national securities exchange or quoted on the NASDAQ on
such date, then the immediately preceding date on which
sales of the Shares have been so reported or quoted shall be
used; and (ii) if there should not be a public market for
the Shares on such date, the Fair Market Value shall be the
value established by the Committee in good faith.
(l)
Maximum Share Amount: Subject to applicable law, the maximum
-------------------number of Shares that a Participant may purchase on any
given Purchase Date, as determined by the Committee in its
sole discretion.
(m)
Offering Date: The first date of an Offering Period.
-------------
(n)
Offering Period: A period of time established by the
--------------Committee from time to time not to exceed 27 months. The
Offering Period may be evidenced by such documents as may be
determined by the Committee in its sole discretion.
(o)
Option: A share option granted pursuant to Section 7 of the
-----Plan.
(p)
Participant: An Eligible Employee who elects to participate
----------in the Plan pursuant to Section 6 of the Plan.
(q)
Participating Subsidiary: A Subsidiary of the Company that
-----------------------is selected to participate in the Plan by the Committee in
its sole discretion.
(r)
Payroll Deduction Account: An account to which payroll
------------------------deductions of a Participant, or other payments made by a
Participant to the extent provided by the Committee, are
credited under Section 9(c) of the Plan.
(s)
Person: A "person", as such term is used for purposes of
-----Section 13(d) or 14(d) of the Act (or any successor section
thereto).
(t)
Plan: The Accenture Ltd 2001 Employee Share Purchase Plan.
----
(u)
Plan Broker: A stock brokerage or other financial services
----------firm designated by the Committee in its sole discretion.
(v)
Purchase Date: The last date of an Offering Period, or such
------------earlier date as determined by the Committee in its sole
discretion.
4
3.
(w)
Purchase Price: The purchase price per Share, as determined
-------------pursuant to Section 8 of the Plan.
(x)
Shares: Class A common shares of the Company.
------
(y)
Subsidiary: Any entity that, directly or indirectly, is
---------controlled by the Company, and any entity in which the
Company has a significant equity interest, in either case as
determined by the Committee; provided, however, that if the
Plan is intended to qualify as an "employee stock purchase
plan" within the meaning of Section 423(b) of the Code,
"Subsidiary" shall mean a "subsidiary corporation" as
defined in Section 424(f) of the Code (or any successor
section thereto).
(z)
US$25,000 Limit: The calendar year limit defined in
--------------Section 9(a) of the Plan.
Shares Subject to the Plan
The total number of Shares which may be issued or transferred
under the Plan is 75,000,000. The Shares may consist, in whole or in part, of
unissued Shares or previously issued Shares. The issuance or transfer of Shares
pursuant to the Plan shall reduce the total number of Shares available under the
Plan.
4.
Administration
The Plan shall be administered by the Committee, which may
delegate its duties and powers in whole or in part as it determines; provided,
however, that the Board may, in its sole discretion, take any action designated
to the Committee under this Plan as it may deem necessary. The Committee is
authorized to interpret the Plan, to establish, amend and rescind any rules and
regulations relating to the Plan, and to make any other determinations that it
deems necessary or desirable for the administration of the Plan. The Committee
may correct any defect or supply any omission or reconcile any inconsistency in
the Plan in the manner and to the extent the Committee deems necessary or
desirable. Any decision of the Committee in the interpretation and
administration of the Plan, as described herein, shall lie within its sole and
absolute discretion and shall be final, conclusive and binding on all parties
concerned (including, but not limited to, Participants and their beneficiaries
or successors).
5.
Eligibility
Any individual who is an employee of the Company or of a
Participating Subsidiary is eligible to participate in the Plan, except that the
Committee may exclude (either generally or by reference to a subset thereof)
from participation:
(a)
employees whose customary employment is twenty (20) hours or
less per week within the meaning of Section 423(b)(4)(B) of
the Code;
5
6.
(b)
employees whose customary employment is for not more than
five (5) months in any calendar year within the meaning of
Section 423(b)(4)(C) of the Code;
(c)
employees who, if granted an Option would immediately
thereafter own shares possessing five percent (5%) or more
of the total combined voting power or value of all classes
of shares of the Company or of its parent or Subsidiary
corporation within the meaning of Section 423(b)(3) of the
Code. For purposes of this Section 5(c), the rules of
Section 424(d) of the Code shall apply in determining share
ownership of an individual, and Shares which the employee
may purchase under outstanding Options shall be treated as
Shares owned by the employee; and
(d)
employees who are highly compensated employees within the
meaning of Section 414(q) of the Code.
Election to Participate
The Committee shall set forth procedures pursuant to which
Eligible Employees may elect to participate in a given Offering Period under the
Plan.
7.
Grant of Option on Enrollment
With respect to an Offering Period, each Participant shall be
granted an Option to subscribe for or purchase (as of the Purchase Date) a
number of Shares equal to the lesser of (i) the Maximum Share Amount or (ii) the
number determined by dividing the amount accumulated in such Participant's
Payroll Deduction Account during such Offering Period by the Purchase Price.
8.
Purchase Price
The Purchase Price at which a Share will be issued or sold for
a given Offering Period shall be established by the Committee, but shall in no
event be less than eighty-five percent (85%) of the lesser of:
9.
(a)
the Fair Market Value of a Share on the Offering Date; or
(b)
the Fair Market Value of a Share on the Purchase Date.
Payment of Purchase Price; Changes in Payroll Deductions; Issuance of
Shares
Subject to Sections 10 and 11 of the Plan:
(a)
Unless otherwise determined by the Committee, payroll
deductions (to the extent permitted by applicable local law)
shall be made on each day that a Participant is paid during
an Offering Period. The total deductions during an Offering
Period shall be made as a percentage of the Participant's
Compensation paid during such Offering Period in one percent
(1%)
6
increments, from one percent (1%) to ten percent (10%) of
such Participant's Compensation, as elected by the
Participant; provided, however, that no Participant shall be
permitted to purchase Shares under this Plan (or under any
"employee stock purchase plan", within the meaning of
Section 423(b) of the Code, of the Company or any of its
Subsidiaries) with an aggregate Fair Market Value (as
determined pursuant to Section 423 of the Code) in excess of
US$25,000 for any one calendar year within the meaning of
Section 423(b)(8) of the Code (the "US$25,000 Limit").
Unless otherwise determined by the Committee, for a given
Offering Period, payroll deductions shall commence on the
Offering Date and shall end on the related Purchase Date,
unless sooner altered or terminated as provided in the Plan.
(b)
A Participant shall not change the rate of payroll
deductions once an Offering Period has commenced. The
Committee shall specify procedures by which a Participant
may increase or decrease the rate of payroll deductions for
subsequent Offering Periods.
(c)
All payroll deductions made with respect to a Participant
shall be credited to the Participant's Payroll Deduction
Account under the Plan and shall be deposited with the
general funds of the Company, and, to the extent permitted
by applicable local law, no interest shall accrue on the
amounts credited to such Payroll Deduction Account. All
payroll deductions received or held by the Company may be
used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such payroll
deductions, to the extent permitted by applicable local law.
Except to the extent provided by the Committee, a
Participant may not make any separate cash payments into
such Participant's Payroll Deduction Account, and payment
for Shares purchased under the Plan may not be made in any
form other than by payroll deduction.
(d)
On each Purchase Date, the Company shall apply all funds
then in the Participant's Payroll Deduction Account to
purchase Shares (in whole and/or fractional Shares, as the
case may be), up to the US$25,000 Limit or, if less, the
Maximum Share Amount, pursuant to the Option granted on the
Offering Date for that Offering Period. In the event the
funds in the Participant's Payroll Deduction Account exceed
the lesser of (i) the US$25,000 Limit or (ii) the amount
necessary to purchase the Maximum Share Amount, such excess
shall be returned, without interest (to the extent permitted
by applicable local law), to the Participant. In the event
that the number of Shares to be purchased by all
Participants in any Offering Period exceeds the number of
Shares then available for issuance under the Plan, (i) the
Company shall make a pro rata allocation of the remaining
Shares in as uniform a manner as shall be practicable and as
the Committee shall, in its sole discretion, determine to be
equitable and (ii) all funds not used to purchase Shares on
the Purchase Date shall be
7
returned, without interest (to the extent permitted by
applicable local law), to the Participants.
10.
(e)
As soon as practicable following the end of each Offering
Period, the number of Shares purchased by each Participant
shall be deposited into an account established in the
Participant's name with the Plan Broker. Unless otherwise
permitted by the Committee in its sole discretion, dividends
that are declared on the Shares held in such account shall
be reinvested in whole or fractional Shares.
(f)
At any time after the 24 month period following the relevant
Offering Date, the Participant may (i) transfer the
Participant's Shares to another brokerage account of the
Participant's choosing or (ii) request in writing that such
Shares be transferred to the Participant with respect to the
whole Shares in the Participant's Plan Broker account and
that any fractional Shares remaining in such account be paid
in cash to the Participant. The Committee may require, in
its sole discretion, that the Participant bear the cost of
transferring such Shares.
(g)
The Participant shall have no interest or voting right in
the Shares covered by the Participant's Option until such
Option is exercised and the Shares in question are
registered in the name of the Participant.
Withdrawal
Each Participant may withdraw from participation in respect of
an Offering Period or from the Plan under such terms and conditions as are
established by the Committee in its sole discretion. Upon a Participant's
withdrawal from participation in respect of any Offering Period or from the
Plan, all accumulated payroll deductions in the Payroll Deduction Account shall
be returned, without interest (to the extent permitted by applicable local law),
to such Participant, and such Participant shall not be entitled to any Shares on
the Purchase Date or thereafter with respect to the Offering Period in effect at
the time of such withdrawal. Such Participant shall be permitted to participate
in subsequent Offering Periods pursuant to such terms and conditions established
by the Committee in its sole discretion.
11.
Termination of Employment
A Participant shall cease to participate in the Plan upon the
Participant's termination of employment for any reason. All payroll deductions
credited to the former Participant's Payroll Deduction Account as of the date of
such termination shall be (a) in the event such termination is due to a transfer
to a Subsidiary, applied to the purchase of Shares on the next Purchase Date, or
(b) in the event such termination is due to any reason other than (a) above,
returned, without interest (to the extent permitted by applicable local law), to
such former Participant or to the former Participant's designated beneficiary,
as the case may be, and such former Participant or beneficiary shall have no
future rights in any unexercised Options under the Plan, unless the former
Participant again becomes an Eligible Employee.
8
12.
Adjustments Upon Certain Events
Notwithstanding any other provisions in the Plan to the
contrary, the following provisions shall apply to all Options granted under the
Plan:
13.
(a)
Generally. In the event of any change in the outstanding
--------Shares after the Effective Date by reason of any Share
dividend or split, reorganization, recapitalization, merger,
consolidation, amalgamation, spin-off or combination
transaction or exchange of Shares or other corporate
exchange, or any distribution to shareholders of Shares
other than regular cash dividends or any transaction similar
to the foregoing, the Committee in its sole discretion and
without liability to any person may make such substitution
or adjustment, if any, as it deems to be equitable, as to
(i) the number or kind of Shares or other securities issued
or reserved for issuance pursuant to the Plan, (ii) the
number or kind of Shares or other securities subject to
outstanding Options, (iii) the Purchase Price and/or (iv)
any other affected terms of such Options.
(b)
Change in Control. In the event of a Change in Control, the
-----------------Committee in its sole discretion and without liability to
any person may take such actions, if any, as it deems
necessary or desirable with respect to any Option as of the
date of the consummation of the Change in Control.
Nontransferability
Options granted under the Plan shall not be transferable or
assignable by the Participant other than by will or by the laws of descent and
distribution.
14.
No Right to Employment
The granting of an Option under the Plan shall impose no
obligation on the Company or any Subsidiary to continue the employment of a
Participant and shall not lessen or affect the Company's or Subsidiary's right
to terminate the employment of such Participant.
15.
Amendment or Termination of the Plan
The Plan shall continue until the earliest to occur of the
following: (a) termination of the Plan by the Board, (b) issuance of all of the
Shares reserved for issuance under the Plan, or (c) the tenth anniversary of the
Effective Date. The Board may amend, alter or discontinue the Plan, but no
amendment, alteration or discontinuation shall be made which (x) without the
approval of the shareholders of the Company, would (except as is provided in
Section 12 of the Plan) increase the total number of Shares reserved for the
purposes of the Plan or (y) without the consent of a Participant, would impair
any of the rights or obligations under any Option theretofore granted to such
Participant under the Plan; provided, however, that the Committee may amend the
Plan in such manner as it deems necessary to permit the granting of Options
meeting the requirements of the Code or other applicable laws.
9
16.
Tax Withholding
The Company shall have the right to withhold from a
Participant such withholding taxes as may be required by federal, state, local
or other law, or to otherwise require the Participant to pay such withholding
taxes. Unless the Committee specifies otherwise, a Participant may elect to pay
a portion or all of such withholding taxes by (a) delivery of Shares; provided
that such Shares have been held by the Participant for no less than six months
(or such other period as established from time to time by the Committee or
generally accepted accounting principles), or (b) having Shares equal to the
minimum statutory withholding rate withheld by the Company from any Shares that
otherwise would have been received by the Participant.
17.
International Participants
With respect to employees of the Company or any entity that,
directly or indirectly, is controlled by the Company, and any entity in which
the Company has a significant equity interest, in either case as determined by
the Committee, who reside or work outside the United States of America, the
Committee may, in its sole discretion, amend the terms of the Plan with respect
to such employees in order to conform such terms with the provisions of local
law, and the Committee may, where appropriate, establish one or more plans to
reflect such amended or varied provisions.
18.
Notices
All notices and other communications hereunder shall be in
writing and hand delivered or mailed by registered or certified mail (return
receipt requested) or sent by any means of electronic message transmission with
delivery confirmed (by voice or otherwise) to the Company in care of its General
Counsel at:
Accenture Ltd
1661 Page Mill Road
Palo Alto, CA 94304
Telecopy: (650) 213-2956
Attn: General Counsel
(or, if different, the then current principal business address of the duly
appointed General Counsel of the Company) and to the Participant at the address
appearing in the personnel records of the Company for the Participant or to
either party at such other address as either party hereto may hereafter
designate in writing to the other. Any such notice shall be deemed effective
upon receipt thereof by the addressee.
19.
Choice of Law
The Plan shall be governed by and construed in accordance with
the laws of the State of New York without regard to the conflicts of laws
provisions thereof.
20.
Effectiveness of the Plan
The Plan shall be effective as of the Effective Date.
EXHIBIT II
ACCENTURE LIMITED 2001 SHARE INCENTIVE PLAN, AS OF JUNE 5, 2001
Exhibit 10.3
ACCENTURE LTD 2001 SHARE INCENTIVE PLAN
1.
Purpose of the Plan
The purpose of the Plan is to aid the Company and its Affiliates in recruiting, retaining and rewarding key employees,
Former Partners, Former U.S. Employees, directors, consultants or other Persons of outstanding ability and to motivate such
employees, Former Partners, Former U.S. Employees, directors, consultants or Persons who perform services for the Company or
an Affiliate to exert their best efforts on behalf of the Company and its Affiliates by providing incentives through the granting of
Awards. The Company expects that it will benefit from the added interest which such key employees, Former Partners, Former
U.S. Employees, directors, consultants or other Persons will have in the welfare of the Company as a result of their proprietary
interest in the Company's success.
2.
Definitions
The following capitalized terms used in the Plan have the respective meanings set forth in this Section:
(a)
Act: The Securities Exchange Act of 1934, as amended, or any successor thereto.
(b)
Affiliate: Any entity directly or indirectly controlling, controlled by, or under common control with, the
Company or any other entity designated by the Board in which the Company or an Affiliate has an interest.
(c)
Award: An Option, Share Appreciation Right or Other Share−Based Award granted pursuant to the Plan.
(d)
Beneficial Owner: A "beneficial owner", as such term is defined in Rule 13d−3 under the Act (or any successor
rule thereto).
(e)
Board: The Board of Directors of the Company.
(f)
Change in Control: The occurrence of any of the following events:
(i) any Person (other than (A) a Person holding securities representing 10% or more of the combined voting
power of the Company's outstanding securities as of the date that the Company completes an initial public
offering (a "Pre−Existing Shareholder"), (B) the Company (if permitted by relevant law), any trustee or other
fiduciary holding securities under an employee benefit plan of the Company, or (C) any company owned, directly
or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of
shares of the Company), becomes the Beneficial Owner, directly or indirectly, of securities of the Company,
representing (I) 20% or more of the combined voting power of the Company's then−outstanding securities and
(II) more of the combined voting power of the Company's then−outstanding securities than the Pre−Existing
Shareholders in the aggregate;
(ii) during any period of twenty−four consecutive months (not including any period prior to the date that the
Company completes an initial public offering), individuals who at the beginning of such period constitute the
Board, and any new director (other than a director nominated by any Person (other than the Board) who publicly
announces an intention to take or to consider taking actions (including, but not limited to, an actual or threatened
proxy contest) which if consummated would constitute a Change in Control under (i), (iii) or (iv) of this Section
2(f)) whose election by the Board or nomination for election by the Company's shareholders has been approved
by a vote of at least two−thirds of the directors then still in office who either were directors at the beginning of
the period or whose election or nomination for election was previously so approved, cease for any reason to
constitute at least a majority thereof;
(iii) the consummation of any transaction or series of transactions resulting in a merger, consolidation or
amalgamation, in which the Company is involved, other than a merger, consolidation or amalgamation which
would result in the shareholders of the Company immediately prior thereto continuing to own (either by
remaining outstanding or by being converted into voting securities of the surviving entity), in the same
proportion as immediately prior to the transaction(s), more than 50% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after such merger, consolidation or
amalgamation; or
(iv) the complete liquidation of the Company or the sale or disposition by the Company of all or substantially all
of the Company's assets.
(g)
Code: The Internal Revenue Code of 1986, as amended, or any successor thereto.
(h)
Committee: A committee of the Board that has been designated by the Board to administer the Plan.
(i)
Company: Accenture Ltd, an exempted company registered in Bermuda under Number EC 30090.
(j)
Effective Date: June 5, 2001.
3.
(k)
Fair Market Value: On a given date, (i) if there should be a public market for the Shares on such date, the
arithmetic mean of the high and low prices of the Shares as reported on such date on the Composite Tape of the
principal national securities exchange on which such Shares are listed or admitted to trading, or, if the Shares are
not listed or admitted on any national securities exchange, the arithmetic mean of the per Share closing bid price
and per Share closing asked price on such date as quoted on the National Association of Securities Dealers
Automated Quotation System (or such market in which such prices are regularly quoted) (the "NASDAQ"), or, if
no sale of Shares shall have been reported on the Composite Tape of any national securities exchange or quoted
on the NASDAQ on such date, then the immediately preceding date on which sales of the Shares have been so
reported or quoted shall be used; provided that, in the event of an initial public offering of the Shares of the
Company, the Fair Market Value on the date of such initial public offering shall be the price at which the initial
public offering was made; and (ii) if there should not be a public market for the Shares on such date, the Fair
Market Value shall be the value established by the Committee in good faith.
(l)
Former Partner: An individual who is a former partner of a predecessor of the Company, an Affiliate or a
predecessor of an Affiliate.
(m)
Former U.S. Employee: An individual who is a former employee of the Company or an Affiliate, or a
predecessor of either the Company or an Affiliate, and who was primarily employed at a location inside the
United States.
(n)
Grant Price: The purchase price per Share under the terms of an Option, as determined pursuant to Section 6(a)
of the Plan.
(o)
ISO: An Option that is also an incentive stock option, as described in Section 422 of the Code, granted pursuant
to Section 6(c) of the Plan.
(p)
LSAR: A limited share appreciation right granted pursuant to Section 7(d) of the Plan.
(q)
Option: A share option granted pursuant to Section 6 of the Plan.
(r)
Other Share−Based Awards: Awards granted pursuant to Section 8 of the Plan.
(s)
Participant: An employee, Former Partner, Former U.S. Employee, director, or consultant of, or any Person who
performs services for, the Company or an Affiliate who is selected by the Committee to participate in the Plan.
(t)
Person: A "person", as such term is used for purposes of Section 13(d) or 14(d) of the Act (or any successor
section thereto).
(u)
Plan: The Accenture Ltd 2001 Share Incentive Plan.
(v)
RSU: A restricted share unit, granted pursuant to Section 8 of the Plan, that represents the right to receive a
Share.
(w)
Shares: Class A common shares of the Company.
(x)
Share Appreciation Right: A share appreciation right granted pursuant to Section 7 of the Plan.
(y)
Subsidiary: A "subsidiary corporation" as defined in Section 424(f) of the Code (or any successor section
thereto).
Shares Subject to the Plan
The total number of Shares that may be used to satisfy Awards under the Plan is 375,000,000. The Shares may consist,
in whole or in part, of unissued Shares or previously−issued Shares. The issuance or transfer of Shares or the payment of cash to a
Participant upon the exercise or payment of an Award shall reduce the total number of Shares available under the Plan, as
applicable. Shares that are subject to Awards which terminate, lapse or are cancelled may again be used to satisfy Awards under
the Plan.
4.
Administration
The Plan shall be administered by the Committee, which may delegate its duties and powers in whole or in part as it
determines; provided, however, that the Board may, in its sole discretion, take any action designated to the Committee under this
Plan as it may deem necessary. The Committee may grant Awards under this Plan only to Participants; provided that Awards may
also, in the discretion of the Committee, be made under the Plan in assumption of, or in substitution for, outstanding awards
previously granted by the Company or its Affiliates or a company that becomes an Affiliate. The number of Shares underlying
such substitute Awards shall be counted against the aggregate number of Shares available for Awards under the Plan. The
Committee is authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to
make any other determinations that it deems necessary or desirable for the administration of the Plan. The Committee may correct
any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems
necessary or desirable. Any decision of the Committee in the interpretation and administration of the Plan, as described herein,
shall lie within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned (including, but
not limited to, Participants and their beneficiaries or successors). The Committee shall have the full power and authority to
establish the terms and conditions of any Award consistent with the provisions of the Plan and to waive any such terms and
conditions at any time (including, without limitation, accelerating or waiving any vesting conditions). The Committee shall
require payment of any amount it may determine to be necessary to withhold for federal, state, local or other taxes of any relevant
jurisdiction as a result of the granting, vesting or exercise of an Award, the delivery of cash or Shares pursuant to an Award, or
upon the sale of Shares acquired by the granting, vesting or exercise of an Award.
5.
Limitations
No Award may be granted under the Plan after the tenth anniversary of the Effective Date, but Awards theretofore
granted may extend beyond that date.
6.
Terms and Conditions of Options
Options granted under the Plan shall be, as determined by the Committee, non−qualified stock options or ISOs for
United States federal income tax purposes (or other types of Options in jurisdictions outside the United States), as evidenced by
the related Award agreements, and shall be subject to the foregoing and the following terms and conditions and to such other
terms and conditions, not inconsistent therewith, as the Committee shall determine:
(a)
Grant Price; Exercisability. Options granted under the Plan shall have a Grant Price, and shall be exercisable at
such time and upon such terms and conditions, as may be determined by the Committee.
(b)
Exercise of Options. Except as otherwise provided in the Plan or in an Award agreement, an Option may be
exercised for all, or from time to time any part, of the Shares for which it is then exercisable. For purposes of this
Section 6 of the Plan, the exercise date of an Option shall be the later of the date a notice of exercise is received
by the Company and, if applicable, the date payment is received by the Company pursuant to clauses (i), (ii) or
(iii) in the following sentence. Except as otherwise provided in an Award agreement, the purchase price for the
Shares as to which an Option is exercised shall be paid in full at the time of exercise at the election of the
Participant (i) in cash or its equivalent (e.g., by check), (ii) to the extent permitted by the Committee, by
transferring Shares having a Fair Market Value equal to the aggregate Grant Price for the Shares being purchased
to a nominee of the Company and satisfying such other requirements as may be imposed by the Committee;
provided, that such Shares have been held by the Participant for no less than six months (or such other period as
established from time to time by the Committee or generally accepted accounting principles), (iii) partly in cash
and, to the extent permitted by the Committee, partly in such Shares or (iv) through the delivery of irrevocable
instructions to a broker to sell Shares obtained upon the exercise of the Option and deliver promptly to the
Company an amount out of the proceeds of such sale equal to the aggregate Grant Price for the Shares being
purchased. No Participant shall have any rights to dividends or other rights of a shareholder with respect to
Shares subject to an Option until the Participant has given written notice of exercise of the Option, the Participant
has paid in full for such Shares, the Shares in question have been registered in the Company's register of
shareholders and, if applicable, the Participant has satisfied any other conditions imposed by the Committee
pursuant to the Plan.
(c)
ISOs. The Committee may grant Options under the Plan that are intended to be ISOs. No ISO shall have a per
Share Grant Price of less than the Fair Market Value of a Share on the date granted or have a term in excess of
ten years; provided, however, that no ISO may be granted to any Participant who at the time of such grant, owns
more than ten percent of the total combined voting power of all classes of shares of the Company or of any
Subsidiary, unless (i) the Grant Price for such ISO is at least 110% of the Fair Market Value of a Share on the
date the ISO is granted and (ii) the date on which such ISO terminates is a date not later than the day preceding
the fifth anniversary of the date on which the ISO is granted. Any Participant who disposes of Shares acquired
upon the exercise of an ISO either (A) within two years after the date of grant of such ISO or (B) within one year
after the transfer of such Shares to the Participant, shall notify the Company of such disposition and of the
amount realized upon such disposition.
(d)
Attestation. Wherever in this Plan or any agreement evidencing an Award a Participant is permitted to pay the
Grant Price by delivering Shares to a nominee of the Company, the Participant may, subject to procedures
satisfactory to the Committee, satisfy such delivery requirement by presenting proof of beneficial ownership of
such Shares, in which case the Company shall treat the Option as exercised without further payment and shall
withhold such number of Shares from the Shares acquired by the exercise of the Option.
7.
Terms and Conditions of Share Appreciation Rights
(a)
(b)
Grants. The Committee also may grant (i) a Share Appreciation Right independent of an Option or (ii) a Share
Appreciation Right in connection with an Option, or a portion thereof. A Share Appreciation Right granted
pursuant to clause (ii) of the preceding sentence (A) may be granted at the time the related Option is granted or at
any time prior to the exercise or cancellation of the related Option, (B) shall cover the same Shares covered by an
Option (or such lesser number of Shares as the Committee may determine) and (C) shall be subject to the same
terms and conditions as such Option except for such additional limitations as are contemplated by this Section 7
(or such additional limitations as may be included in an Award agreement).
Terms. The exercise price per Share of a Share Appreciation Right shall be an amount determined by the
Committee. Each Share Appreciation Right granted independent of an Option shall entitle a Participant upon
exercise to a payment from the Company of an amount equal to (i) the excess of (A) the Fair Market Value on
the exercise date of one Share over (B) the exercise price per Share, times (ii) the number of Shares covered by
the Share Appreciation Right. Each Share Appreciation Right granted in conjunction with an Option, or a portion
thereof, shall entitle a Participant to surrender to the Company the unexercised Option, or any portion thereof,
and to receive from the Company in exchange therefor an amount equal to (I) the excess of (x) the Fair Market
Value on the exercise date of one Share over (y) the Grant Price per Share, times (II) the number of Shares
covered by the Option, or portion thereof, which is surrendered. The date a notice of exercise is received by the
Company shall be the exercise date. Payment shall be made in Shares or in cash, or partly in Shares and partly in
cash (any such Shares valued at such Fair Market Value), all as shall be determined by the Committee. If the
payment is made, in whole or in part, in newly issued Shares, the Participant shall agree to pay to the Company
the aggregate par value of such Shares. Share Appreciation Rights may be exercised from time to time upon
actual receipt by the Company of written notice of exercise stating the number of Shares with respect to which
the Share Appreciation Right is being exercised. No fractional Shares will be issued in payment for Share
Appreciation Rights, but instead cash will be paid for a fraction or, if the Committee should so determine, the
number of Shares will be rounded downward to the next whole Share.
(c)
Limitations. The Committee may impose, in its discretion, such conditions upon the exercisability or
transferability of Share Appreciation Rights as it may deem fit.
(d)
Limited Share Appreciation Rights. The Committee may grant LSARs that are exercisable upon the occurrence
of specified contingent events. Such LSARs may provide for a different method of determining appreciation,
specify that payment will be made only in cash and provide that any related Awards are not exercisable while
such LSARs are exercisable. Unless the context otherwise requires, whenever the term "Share Appreciation
Right" is used in the Plan, such term shall include LSARs.
8.
Other Share−Based Awards
The Committee, in its sole discretion, may grant Awards of Shares, Awards of restricted Shares, Awards of RSUs and
other Awards that are valued in whole or in part by reference to, or are otherwise based on the Fair Market Value of, Shares
("Other Share−Based Awards"). Such Other Share−Based Awards shall be in such form, and dependent on such conditions, as the
Committee shall determine, including, without limitation, the right to receive one or more Shares (or the equivalent cash value of
such Shares) upon the completion of a specified period of service, the occurrence of an event and/or the attainment of
performance objectives. Other Share−Based Awards may be granted alone or in addition to any other Awards granted under the
Plan. Subject to the provisions of the Plan, the Committee shall determine: (i) to whom and when Other Share−Based Awards will
be made; (ii) the number of Shares to be awarded under (or otherwise related to) such Other Share−Based Awards; (iii) whether
such Other Share−Based Awards shall be settled in cash, Shares or a combination of cash and Shares; and (iv) all other terms and
conditions of such Other Share−Based Awards (including, without limitation, the vesting provisions thereof and provisions
ensuring that all Shares so awarded and issued shall be fully paid and non−assessable). If any Award is satisfied, in whole or in
part, in newly issued Shares, it will be a condition of issue that the Participant agrees to pay to the Company the aggregate par
value of such Shares.
9.
Adjustments Upon Certain Events
Notwithstanding any other provisions in the Plan to the contrary, the following provisions shall apply to all Awards
granted under the Plan:
10.
(a)
Generally. In the event of any change in the outstanding Shares after the Effective Date by reason of any Share
dividend or split, reorganization, recapitalization, merger, consolidation, amalgamation, spin−off or combination
transaction or exchange of Shares or other corporate exchange, or any distribution to shareholders of Shares other
than regular cash dividends or any transaction similar to the foregoing, the Committee in its sole discretion and
without liability to any person may make such substitution or adjustment, if any, as it deems to be equitable, as to
(i) the number or kind of Shares or other securities issued or reserved for issuance pursuant to the Plan or
pursuant to outstanding Awards, (ii) the Grant Price or exercise price of any Share Appreciation Right and/or (iii)
any other affected terms of any Award.
(b)
Change in Control. In the event of a Change in Control after the Effective Date, the Committee may, in its sole
discretion, provide for the termination of an Award upon the consummation of the Change in Control and (x) the
payment of a cash amount in exchange for the cancellation of an Award which, in the case of Options and Share
Appreciation Rights, may equal the excess, if any, of the Fair Market Value of the Shares subject to such Options
or Share Appreciation Rights over the aggregate exercise price of such Options or Share Appreciation Rights,
and/or (y) the issuance of substitute Awards that will substantially preserve the otherwise applicable terms of any
affected Awards previously granted hereunder.
No Right to Employment or Awards
The granting of an Award under the Plan shall impose no obligation on the Company or any Affiliate to continue the
employment or service or consulting relationship of a Participant and shall not lessen or affect the Company's or Affiliate's right to
terminate the employment or service or consulting relationship of such Participant. No Participant or other person shall have any
claim to be granted any Award, and there is no obligation for uniformity of treatment of Participants, or holders or beneficiaries of
Awards. The terms and conditions of Awards and the Committee's determinations and interpretations with respect thereto need
not be the same with respect to each Participant (whether or not such Participants are similarly situated).
11.
Successors and Assigns
The Plan shall be binding on all successors and assigns of the Company and a Participant, including without limitation,
the estate of such Participant and the executor, administrator or trustee of such estate, or any receiver or trustee in bankruptcy or
representative of the Participant's creditors.
12.
Nontransferability of Awards
Unless otherwise determined by the Committee, an Award shall not be transferable or assignable by the Participant
other than by will or by the laws of descent and distribution. An Award exercisable after the death of a Participant may be
exercised by the legatees, personal representatives or distributees of the Participant.
13.
Amendments or Termination
The Board may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made
which (a) without the approval of the shareholders of the Company, would (except as provided in Section 9 of the Plan) increase
the total number of Shares reserved for the purposes of the Plan, or (b) without the consent of a Participant, would diminish any of
the rights of the Participant under any Award theretofore granted to such Participant under the Plan; provided, however, that the
Committee may amend the Plan in such manner as it deems necessary to permit Awards to meet the requirements of the Code or
other applicable laws.
14.
International Participants
With respect to Participants who reside or work outside the United States of America, the Committee may, in its sole
discretion, amend the terms of the Plan or Awards with respect to such Participants in order to conform such terms with the
provisions of local law, and the Committee may, where appropriate, establish one or more sub−plans to reflect such amended or
varied provisions.
15.
Choice of Law
The Plan shall be governed by and construed in accordance with the laws of the State of New York without regard to
conflicts of laws.
16.
Effectiveness of the Plan
The Plan shall be effective as of the Effective Date, subject to the approval of the shareholders of the Company.
EXHIBIT III
INFORMATION STATEMENT FILED (BY ACCENTURE SCA) WITH THE SEC ON OCTOBER 26, 2006
def14c
Page 2 of 25
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934
Check the appropriate box:
† Preliminary Information Statement
† Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
; Definitive Information Statement
Accenture SCA
(Name of Registrant As Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
; No fee required.
† Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
† Fee paid previously with preliminary materials.
† Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and
the date of its filing.
1) Amount previously paid:
2) Form, schedule or registration statement no.:
3) Filing party:
4) Date filed:
http://www.sec.gov/Archives/edgar/data/1143908/000095013706011434/c09039ddef14c.h... 11/8/2006
def14c
Page 3 of 25
ACCENTURE SCA
Notice of General Meeting of Shareholders
to be held on November 15, 2006
The shareholders of Accenture SCA, a Luxembourg partnership limited by shares registered with the Luxembourg Trade
and Companies Register under the number B 79 874, with registered and principal executive offices at 46A, avenue JF
Kennedy, L-1855 Luxembourg (“Accenture SCA”), are cordially invited to attend the
GENERAL MEETING
which will be held on November 15, 2006, at 12:00 noon, local time, at the offices of Allen & Overy Luxembourg at 58, rue
Charles Martel, L-2134 Luxembourg with the following agenda:
1. Presentation of (i) the report on the annual accounts issued by the general partner and (ii) the report of the commissaire
aux comptes of Accenture SCA;
2. Approval of (i) the balance sheet, (ii) the profit and loss accounts and (iii) the notes to the accounts as of and for the year
ended August 31, 2006.
3. Allocation of the results of Accenture SCA as of and for the year ended August 31, 2006 and, without prejudice to the
terms of article 5 paragraph 5 of Accenture SCA’s Articles of Association, declaration of a cash dividend in a per share
amount of USD $0.35 to each holder of a Class I common share of Accenture SCA of record as of October 5, 2006 and
authorization to the general partner to determine any applicable terms in respect of the payment of the dividend;
4. Discharge of the general partner, the commissaire aux comptes and the supervisory board in connection with the fiscal
year ended August 31, 2006;
5. Appointment of the members of the supervisory board;
6. Reappointment of the commissaire aux comptes of Accenture SCA;
7. Reappointment of KPMG LLP as the independent auditor of Accenture SCA, subject to approval by the Audit Committee
of the general partner of the engagement of KPMG LLP as the independent auditor of Accenture SCA; and
8. Acknowledgement of the recording of the reclassification of (i) 43,190,837 Class I common shares into Class III common
shares of Accenture SCA in the period from July 1, 2005 up to and including November 10, 2005 and (ii) 27,487,026
Class I common shares into Class III common shares of Accenture SCA in the period from November 11, 2005 up to and
including October 5, 2006.
The foregoing items of business are more fully described in the information statement accompanying this notice.
Shareholders may obtain, free of charge, copies of (a) the balance sheet, (b) the profit and loss accounts, (c) the notes to
the accounts, (d) the list of securities held by Accenture SCA, (e) the list of shareholders, if any, who have not fully paid up
their shares with an indication of the number of shares and their contact details, (f) the report of the general partner and
(g) the report of the commissaire aux comptes, by making a written request to the general partner at Accenture Ltd, 1661
Page Mill Road, Palo Alto, California 94304, United States of America, Attention: Secretary or at Accenture’s registered
office at 46A, avenue JF Kennedy, L-1855 in Luxembourg.
The general partner has fixed the close of business in Luxembourg on October 5, 2006, as the record date for the
determination of shareholders entitled to notice of, and to vote at, the meeting. This means that only those persons who were
registered holders of Accenture SCA Class I common shares, Class II common shares or Class III common shares (including
the Class III letter shares) at the close of business in Luxembourg on that date will be entitled to receive notice of the meeting
and to attend and vote at the meeting.
The general partner is not asking you for a proxy in connection with the General Meeting and you are requested
not to send us a proxy.
ACCENTURE LTD,
acting as general partner of Accenture SCA
Dated: October 26, 2006
http://www.sec.gov/Archives/edgar/data/1143908/000095013706011434/c09039ddef14c.h... 11/8/2006
def14c
Page 4 of 25
http://www.sec.gov/Archives/edgar/data/1143908/000095013706011434/c09039ddef14c.h... 11/8/2006
def14c
Page 5 of 25
TABLE OF CONTENTS
General Information
Items of Business for the General Meeting
Directors and Executive Officers
Certain Relationships and Related Transactions
Compensation of Executive Officers and Directors
Section 16(A) Beneficial Ownership Reporting Compliance
Security Ownership of Certain Beneficial Owners and Management
Independent Auditors’ Fees
Other Matters
Page
3
4
5
9
10
12
13
15
15
2
http://www.sec.gov/Archives/edgar/data/1143908/000095013706011434/c09039ddef14c.h... 11/8/2006
def14c
Page 6 of 25
INFORMATION STATEMENT
GENERAL INFORMATION
WE ARE NOT ASKING YOU FOR A PROXY OR CONSENT AND
YOU ARE REQUESTED NOT TO SEND US A PROXY.
DATE, TIME AND PLACE
This information statement is provided to the shareholders of Accenture SCA, a Luxembourg partnership limited by
shares with registered and principal executive offices at 46A, avenue JF Kennedy, L-1855 Luxembourg (“Accenture SCA”),
in connection with the General Meeting of Accenture SCA’s shareholders to be held at 12:00 noon local time on
November 15, 2006 (the “General Meeting”). The General Meeting will be held at the offices of Allen & Overy Luxembourg
at 58, rue Charles Martel, L-2134 Luxembourg. This information statement is being sent to shareholders on or about
October 26, 2006.
WHO CAN VOTE; VOTES PER SHARE
All persons who are registered holders of Accenture SCA Class I common shares, Class II common shares or Class III
common shares (together with the Class III letter shares, the “Class III common shares”) at the close of business in
Luxembourg on October 5, 2006 are shareholders of record for the purposes of the General Meeting and will be entitled to
vote at the General Meeting. As of the close of business on that date, there were outstanding 249,233,436 Class I common
shares held by 1,811 shareholders of record, 470,958,308 Class II common shares, all of which are held by Accenture Ltd,
the general partner of Accenture SCA, and 537,209,861 Class III common shares (which number does not include issued
shares held by Accenture SCA and/or its subsidiaries), all of which are also held by Accenture Ltd. These shareholders of
record will be entitled to one vote per Class I common share, Class II common share and Class III common share on all
matters submitted to a vote of shareholders, so long as those votes are represented at the General Meeting. Your shares will
be represented if you attend and vote at the General Meeting in person or by proxy.
QUORUM AND VOTING REQUIREMENTS
There are eight ordinary items to be considered at the General Meeting.
Under Luxembourg law and Accenture SCA’s Articles of Association, there are no quorum requirements for ordinary
items on the agenda of a General Meeting. In order to be approved, ordinary items being considered require the affirmative
vote of a majority of the votes cast.
The general partner of Accenture SCA, Accenture Ltd, intends to vote all of the Class II common shares and Class III
common shares that it holds in favor of approving each of the proposals to be voted upon at the General Meeting. Accenture
Ltd holds 80.2% of the aggregate outstanding Accenture SCA Class I common shares, Class II common shares and Class III
common shares, and therefore will have the power, acting by itself, to approve all matters scheduled to be voted upon at the
General Meeting.
3
http://www.sec.gov/Archives/edgar/data/1143908/000095013706011434/c09039ddef14c.h... 11/8/2006
def14c
Page 7 of 25
ITEMS OF BUSINESS FOR THE GENERAL MEETING
The agenda for the General Meeting includes the following items of business:
ITEM NO. 1 — PRESENTATION OF THE ANNUAL ACCOUNTS AND REPORT OF THE COMMISSAIRE AUX
COMPTES
At the General Meeting, shareholders will be presented the report on the annual accounts issued by the general partner and
the report of the commissaire aux comptes.
ITEM NO. 2 — APPROVAL OF THE FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED
AUGUST 31, 2006
At the General Meeting, shareholders of Accenture SCA will vote on the approval of the balance sheet, the profit and loss
accounts, the notes to the accounts and the allocation of the results of Accenture SCA as of and for the year ended August 31,
2006.
ITEM NO. 3 — ALLOCATION OF THE RESULTS OF ACCENTURE SCA AS OF AND FOR THE YEAR ENDED
AUGUST 31, 2006 AND DECLARATION OF A PER SHARE CASH DIVIDEND OF USD $0.35 ON CLASS I
COMMON SHARES
At the General Meeting, the shareholders of Accenture SCA will vote on the question of whether to authorize the payment
of a per share cash dividend of USD $0.35 on the Class I common shares to shareholders of record as of October 5, 2006, in
the manner provided in Article 5 of Accenture SCA’s Consolidated Updated Articles of Association.
Following the allocation of net profits to the payment of any dividend voted on above, the balance of the net profits will
be allocated to the distributable reserves of Accenture SCA.
ITEM NO. 4 — DISCHARGE OF THE GENERAL PARTNER, COMMISSAIRE AUX COMPTES AND
SUPERVISORY BOARD
At the General Meeting, shareholders of Accenture SCA will vote on the discharge of the general partner, the commissaire
aux comptes and the supervisory board in connection with the fiscal year ended August 31, 2006.
ITEM NO. 5 — APPOINTMENT OF MEMBERS OF THE SUPERVISORY BOARD
At the General Meeting, shareholders of Accenture SCA will vote on the appointment of the members of its supervisory
board. The general partner, Accenture Ltd, has nominated for appointment to the supervisory board the following three
persons to serve for the ensuing year until the next general meeting of shareholders:
William D. Green
Stephen J. Rohleder
Carlos Vidal
William D. Green and Carlos Vidal currently serve on the supervisory board.
Accenture SCA has no board of directors or officers. Accenture Ltd, as the sole general partner of Accenture SCA, is
vested by Accenture SCA’s Articles of Association with the management of Accenture SCA and is in charge of Accenture
SCA’s management and operations.
ITEM NO. 6 — APPOINTMENT OF THE COMMISSAIRE AUX COMPTES OF ACCENTURE SCA
At the General Meeting, the shareholders of Accenture SCA will vote on the reappointment of the Financial Controller
(“commissaire aux comptes”) of Accenture SCA located at 46A, avenue JF Kennedy, L-1855 Luxembourg for the fiscal year
ended August 31, 2007. The Financial Controller will have certain bookkeeping responsibilities, including the preparation
and presentation of local statutory unconsolidated accounts as required by Luxembourg law. The Financial Controller is not
expected to attend the Annual General Meeting.
4
http://www.sec.gov/Archives/edgar/data/1143908/000095013706011434/c09039ddef14c.h... 11/8/2006
def14c
Page 8 of 25
ITEM NO. 7 — REAPPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITORS OF ACCENTURE SCA
At the General Meeting, the shareholders of Accenture SCA will vote on the reappointment of KPMG LLP as independent
auditors of the Accenture group’s consolidated accounts for the fiscal year ending August 31, 2007, subject to the approval
by the Audit Committee of the general partner of the engagement of KPMG LLP as the independent auditor of Accenture
SCA. No representative of KPMG LLP is expected to attend the General Meeting.
The shareholders will also vote on any other business that properly comes before the General Meeting.
ITEM NO. 8 — ACKNOWLEDGEMENT OF THE RECORDING OF THE RECLASSIFICATION OF CLASS I
SHARES INTO CLASS III SHARES
At the General Meeting, the shareholders of Accenture SCA will acknowledge the recording made by representatives of
Accenture Ltd, as the sole general partner of Accenture SCA, of the reclassification of (i) 43,190,837 Class I common shares
into Class III common shares of Accenture SCA in the period from July 1, 2005 up to and including November 10, 2005 and
(ii) 27,487,026 Class I common shares into Class III common shares of Accenture SCA in the period from November 11,
2005 up to and including October 5, 2006.
DIRECTORS AND EXECUTIVE OFFICERS
Director Biographies
Accenture SCA does not have any directors or executive officers. One of the nominees for appointment to Accenture
SCA’s supervisory board is a director and executive officer of Accenture SCA’s general partner, Accenture Ltd, and one of
the nominees is an executive officer of Accenture Ltd. Set forth below is information related to the supervisory board
nominees and the directors and executive officers of Accenture Ltd. William D. Green and Carlos Vidal currently serve on
the supervisory board.
Supervisory Board Nominees
William D. Green
53 years old
Chairman of the Board of Directors
William D. Green became chairman of the Board of Directors of Accenture Ltd
on August 31, 2006, and has been its chief executive officer since
September 2004 and a director since June 2001. From March 2003 to
August 2004 he was its chief operating officer—Client Services, and from
August 2000 to August 2004 he was its country managing director, United States.
Mr. Green has been with Accenture for 28 years and has been a member of
Accenture SCA’s supervisory board since July 2001. His current term as a
director of Accenture Ltd expires at the annual general meeting of shareholders
in 2009.
Stephen J. Rohleder
49 years old
Stephen J. Rohleder has been chief operating officer of Accenture Ltd since
September 2004. From March 2003 to September 2004, he was its group chief
executive—Government operating group. From March 2000 to March 2003, he
was managing partner of its Government operating group in the United States.
Mr. Rohleder has been with Accenture for 25 years.
Carlos Vidal
52 years old
Carlos Vidal was a director of Accenture Ltd from February 2003 until
February 2006. He has been its chair—Senior Executive Income Committee
since March 2003 and managing director—Geographic Strategy & Operations
since September 2004. In addition, Mr. Vidal was its country managing director,
Spain from December 1998 until 2004 and has been chairman of its geographic
council for Spain, Portugal, South Africa, Nigeria and Israel since 2000. From
March 2000 until September 2004, he was its managing partner—Financial
Services, NEWS operating unit (which included, at the time, the United
Kingdom, Ireland, Italy, Greece, Eastern Europe, Latin America, Spain and
Portugal). Mr. Vidal has been with Accenture for 31 years and has been a
member of Accenture SCA’s supervisory board since January 2002.
5
http://www.sec.gov/Archives/edgar/data/1143908/000095013706011434/c09039ddef14c.h... 11/8/2006
def14c
Page 9 of 25
http://www.sec.gov/Archives/edgar/data/1143908/000095013706011434/c09039ddef14c.h... 11/8/2006
def14c
Page 10 of 25
Other Current Directors of Accenture Ltd
Dina Dublon
53 years old
Chair, Finance Committee
Dina Dublon has been a director of Accenture Ltd since October 2001. From
December 1998 until December 2004, she was chief financial officer of J.P.
Morgan Chase & Co. and its predecessor company. Prior to being named chief
financial officer, she held numerous other positions, including corporate
treasurer, managing director of the Financial Institutions Division and head of
asset liability management. She is a director of Microsoft Corp., PepsiCo, Inc.
and Greenstone Media. She is a trustee of Carnegie Mellon University, the
Global Fund for Women and the Women’s Commission for Refugee Women &
Children. Ms. Dublon’s current term as director expires at Accenture Ltd’s
annual general meeting of shareholders in 2009.
Dennis F. Hightower
64 years old
Member, Compensation
Committee
Member, Nominating &
Governance Committee
Dennis F. Hightower has been a director of Accenture Ltd since November 2003.
From May 2000 until his retirement in March 2001, he was chief executive
officer of Europe Online Networks S.A., a Luxembourg-based Internet services
provider. He is a director of Domino’s Inc., Northwest Airlines Corporation and
The TJX Companies Inc. Mr. Hightower’s current term as director expires at
Accenture Ltd’s annual general meeting of shareholders in 2007.
Nobuyuki Idei
68 years old
Member, Nominating &
Governance Committee
Nobuyuki Idei has been a director of Accenture Ltd since February 2006. Since
June 2005, Mr. Idei has been chief corporate advisor of Sony Corporation. From
June 2000 until June 2005, Mr. Idei was chairman and chief executive officer of
Sony Corporation, and from June 1999 until June 2000, he was president and
chief executive officer of Sony Corporation. Mr. Idei serves as Vice Chairman of
Nippon Keidanren (Japan Business Federation). Mr. Idei was appointed as a
director upon the recommendation of Accenture Ltd’s Nominating & Governance
Committee and will stand for election at its annual general meeting of
shareholders in 2007.
William L. Kimsey
64 years old
Member, Audit Committee
William L. Kimsey has been a director of Accenture Ltd since November 2003.
From October 1998 until his retirement in September 2002, Mr. Kimsey was
global chief executive officer of Ernst & Young Global. He is a director of
Western Digital Corporation, Royal Caribbean Cruises Ltd and NAVTEQ
Corporation. Mr. Kimsey’s current term as director expires at Accenture Ltd’s
annual general meeting of shareholders in 2007.
Robert I. Lipp
68 years old
Member, Audit Committee
Robert I. Lipp has been a director of Accenture Ltd since October 2001. Since
September 2005, Mr. Lipp has been a senior advisor at J.P. Morgan Chase & Co,
and from April 2004 to September 2005, he was executive chairman of St. Paul
Travelers Companies, Inc. From December 2001 to April 2004, Mr. Lipp was
chairman and chief executive officer of Travelers Property Casualty Corp.
Mr. Lipp also served as chairman of the Board of Directors of Travelers Property
Casualty Corp. from 1996 to 2000 and from January 2001 to October 2001.
During 2000 he was a vice-chairman and member of the office of the chairman of
Citigroup. Mr. Lipp is a director of St. Paul Travelers Companies, Inc. and JP
Morgan Chase & Co. Mr. Lipp’s current term as director expires at Accenture
Ltd’s annual general meeting of shareholders in 2007.
Marjorie Magner
57 years old
Member, Compensation
Committee
Member, Finance Committee
Marjorie Magner has been a director of Accenture Ltd since February 2006.
Ms. Magner is the former chairman and chief executive officer, Global Consumer
Group, of Citigroup, Inc. Ms. Magner held various positions within Citigroup,
including chief operating officer, Global Consumer Group, from April 2002 to
August 2003 and chief administrative officer and senior executive vice president
from January 2000 to April 2002. Ms. Magner currently serves on the
Compensation and Finance Committees of Accenture Ltd’s Board of Directors.
Ms. Magner was appointed as a director upon the recommendation of Accenture
Ltd’s Nominating & Governance Committee and will stand for election at its
annual general meeting of shareholders in 2007.
http://www.sec.gov/Archives/edgar/data/1143908/000095013706011434/c09039ddef14c.h... 11/8/2006
def14c
Page 11 of 25
6
http://www.sec.gov/Archives/edgar/data/1143908/000095013706011434/c09039ddef14c.h... 11/8/2006
def14c
Page 12 of 25
Blythe J. McGarvie
49 years old
Chair, Audit Committee
Blythe J. McGarvie has been a director of Accenture Ltd since October 2001.
Since January 2003, she has been president of Leadership for International
Finance, LLC, a firm that focuses on improving clients’ financial positions and
providing leadership seminars for corporate and academic groups. From July
1999 to December 2002, she was executive vice president and chief financial
officer of BIC Group. She is a member of the Board of Directors of The Pepsi
Bottling Group, Inc. and The St. Paul Travelers Companies, Inc. Ms. McGarvie’s
current term as director expires at Accenture Ltd’s annual general meeting of
shareholders in 2008.
Sir Mark Moody-Stuart
66 years old
Chair, Compensation
Committee
Member, Finance Committee
Lead Outside Director
Sir Mark Moody-Stuart has been a director of Accenture Ltd since October 2001
and Accenture Ltd’s Lead Outside Director since November 2002. He has been
chairman of AngloAmerican plc since July 2002, and is former chairman of The
Shell Transport and Trading Company and former chairman of the Committee of
Managing Directors of the Royal Dutch/Shell Group of Companies. Sir Mark has
also been a director of HSBC Holdings PLC since March 2001. Sir Mark’s
current term as director expires at Accenture Ltd’s annual general meeting of
shareholders in 2008.
Wulf von Schimmelmann
59 years old
Chair, Nominating &
Governance Committee
Wulf von Schimmelmann has been a director of Accenture Ltd since
October 2001. Since February 1999, Mr. von Schimmelmann has been chief
executive officer of Deutsche Postbank AG, Germany’s largest independent retail
bank. He is also a member of the Board of Directors of Deutsche Post World Net
Group, Deutsche Telekom AG, Tchibo Holding AG and Altadis, S.A. Mr. von
Schimmelmann’s current term as director expires at Accenture Ltd’s annual
general meeting of shareholders in 2007.
Audit Committee of Accenture Ltd
The Audit Committee of Accenture Ltd, which has been established in accordance with Section 3(a)(58)(A) of the
Securities and Exchange Act of 1934, as amended, consists of three of Accenture Ltd’s non-management directors: Blythe J.
McGarvie, who is chairwoman of the committee, William L. Kimsey and Robert I. Lipp. The Board of Directors of
Accenture Ltd has determined that each of the committee members meets the independence standards set forth in Accenture’s
Corporate Governance Guidelines, as well as the current independence and financial experience requirements of the New
York Stock Exchange. In addition, the Board of Directors of Accenture Ltd has determined that each of Ms. McGarvie and
Mr. Kimsey is a “financial expert” within the meaning of the current rules of the Securities and Exchange Commission.
Executive Officers of Accenture Ltd
Kevin Campbell, 46, became Accenture Ltd’s group chief executive—Outsourcing in September 2006, after serving as
its senior managing director—Business Process Outsourcing beginning in February 2005. Previously, he served as the vice
president of global sales at Hewitt Associates from September 2004 to February 2005, and as president and chief operating
officer of Exult Inc. from May 2000 to September 2004, when Exult merged with Hewitt. Mr. Campbell was previously
employed by Accenture from 1982 until 1999.
Gianfranco Casati, 47, became Accenture Ltd’s group chief executive—Products operating group in September 2006.
From April 2002 to September 2006, Mr. Casati was managing director of the Products operating group’s Europe operating
unit. He also served as Accenture’s country managing director for Italy and as chairman of its geographic council in its
IGEM (Italy, Greece, emerging markets) region, supervising Accenture offices in Italy, Greece and several Eastern European
countries. Mr. Casati has been with Accenture for 22 years.
Martin I. Cole, 50, became Accenture Ltd’s group chief executive—Communications & High Tech operating group in
September 2006, after serving as its group chief executive—Government operating group from September 2004 to
September 2006. From September 2000 to August 2004, he served in leadership roles in its outsourcing group, including
serving as global managing partner of its Outsourcing & Infrastructure Delivery group. Mr. Cole has been with Accenture for
26 years.
Anthony G. Coughlan, 49, has been Accenture Ltd’s principal accounting officer since September 2004 and its controller
since September 2001. Mr. Coughlan has been with Accenture for 28 years.
http://www.sec.gov/Archives/edgar/data/1143908/000095013706011434/c09039ddef14c.h... 11/8/2006
def14c
Page 13 of 25
7
http://www.sec.gov/Archives/edgar/data/1143908/000095013706011434/c09039ddef14c.h... 11/8/2006
def14c
Page 14 of 25
Pamela J. Craig, 49, is currently Accenture Ltd’s senior vice president—Finance, a position which she has held since
March 2004. She will become its chief financial officer on October 31, 2006. Previously, Ms. Craig was its group director—
Business Operations & Services from March 2003 to March 2004, and was its managing partner—Global Business
Operations from June 2001 to March 2003. Ms. Craig has served as a director of Avanade Inc. since February 2006, and is a
member of its Audit Committee. Ms. Craig has been with Accenture for 24 years.
Karl-Heinz Flöther, 54, has been Accenture Ltd’s group chief executive—Systems Integration, Technology & Delivery
since May 2005. From December 1999 to May 2005 he was its group chief executive—Financial Services operating group.
In addition, Mr. Flöther served as one of its directors from June 2001 to February 2003, and is currently a director of
Avanade Inc. Mr. Flöther has been with Accenture for 27 years.
Mark Foster, 47, became Accenture Ltd’s group chief executive—Business Consulting & Integrated Markets in
September 2006. Prior to that, Mr. Foster served as its group chief executive—Products operating group from March 2002 to
September 2006. From September 2000 to March 2002, he was managing partner of its Products operating group in Europe.
Mr. Foster has been with Accenture for 22 years.
Robert N. Frerichs, 54, has been Accenture Ltd’s chief quality & risk officer since September 2004. From
November 2003 to September 2004, he was chief operating officer of its Communication & High Tech operating group.
From August 2001 to November 2003, he led the market maker team for its Communications & High Tech operating group.
Prior to these roles, Mr. Frerichs held numerous leadership positions within its Communications & High Tech operating
group. He currently serves on the Board of Directors of Avanade Inc., and is chairman of its Audit Committee. Mr. Frerichs
has been with Accenture for 30 years.
William D. Green, 53, became chairman of the Board of Directors of Accenture Ltd on August 31, 2006, and has been its
chief executive officer since September 2004 and a director since June 2001. From March 2003 to August 2004 he was its
chief operating officer—Client Services, and from August 2000 to August 2004 he was its country managing director, United
States. Mr. Green has been with Accenture for 28 years.
Adrian Lajtha, 49, has been Accenture Ltd’s group chief executive—Financial Services operating group since
May 2005. From February 2000 to May 2005 he was managing partner of its Financial Services operating group in the
United Kingdom and Ireland. Mr. Lajtha has been with Accenture for 27 years.
Lisa M. Mascolo, 46, became Accenture Ltd’s group chief executive—Government operating group in September 2006.
She has served in leadership roles in its Government operating group since 2001, including serving as managing director of
its USA Government operating unit and managing partner of Accenture’s US Federal Government business. Ms. Mascolo has
been with Accenture for 24 years.
Michael G. McGrath, 60, has been Accenture Ltd’s chief financial officer since July 2004. From November 2001 to
July 2004 he was its chief risk officer. He was its treasurer from June 2001 to November 2001. From September 1997 to
June 2001, Mr. McGrath was its chief financial officer. Mr. McGrath will assume the role of international chairman of
Accenture Ltd on October 31, 2006. Effective as of that date, he will be succeeded as chief financial officer by Pamela J.
Craig. Mr. McGrath has been with Accenture for 33 years.
Stephen J. Rohleder, 49, has been Accenture Ltd’s chief operating officer since September 2004. From March 2003 to
September 2004, he was its group chief executive—Government operating group. From March 2000 to March 2003, he was
managing partner of its Government operating group in the United States. Mr. Rohleder has been with Accenture for
25 years.
Douglas G. Scrivner, 55, has been Accenture Ltd’s general counsel and secretary since January 1996 and its compliance
officer since September 2001. Mr. Scrivner has been with Accenture for 26 years.
Alexander M. van ’t Noordende, 43, became Accenture Ltd’s group chief executive—Resources operating group in
September 2006. Prior to assuming that role, he led its Resources operating group in Southern Europe, Africa, the Middle
East and Latin America, and has served as managing partner of the Resources operating group in France, Belgium and the
Netherlands. From 2001 until September 2006, Mr. van ’t Noordende served as its country managing director for the
Netherlands. Mr. van’t Noordende has been with Accenture for 19 years.
Code of Business Ethics of Accenture Ltd
A copy of Accenture Ltd’s Corporate Governance Guidelines (including its independence standards) and its Code of
Business Ethics can be found in the Corporate Governance section of Accenture Ltd’s website (www.accenture.com). If the
Board of Directors of Accenture Ltd grants any waivers from its Code of Business Ethics to any of its directors or officers, or
if it amends its Code of Business Ethics, Accenture Ltd will disclose these matters through the Investor Relations section of
its website (http://investor.accenture.com). Printed copies of all of these materials are also available upon written request to
http://www.sec.gov/Archives/edgar/data/1143908/000095013706011434/c09039ddef14c.h... 11/8/2006
def14c
Page 15 of 25
Accenture Ltd’s Investor Relations Group.
8
http://www.sec.gov/Archives/edgar/data/1143908/000095013706011434/c09039ddef14c.h... 11/8/2006
def14c
Page 16 of 25
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Senior Executive Liquidity Arrangements
In fiscal 2005, Accenture Ltd developed and announced a new, broader career model for its highest-level executives that
replaces the internal use of the “partner” title with the more comprehensive “senior executive” title.
Accenture Ltd and the supervisory board of Accenture SCA have approved the pledge of covered shares to Citigroup
Global Markets, Inc. (“Citigroup”) to secure personal loans to Accenture senior executives and former senior executives
(excluding Accenture Ltd’s directors or executive officers) in amounts agreed by Citigroup and its borrowers. As a condition
to obtaining the right to make these personal loans, Citigroup has agreed to take all covered shares pledged subject to the
transfer restrictions imposed on pledging senior executives or former senior executives pursuant to the provisions contained
in Accenture’s various charter documents. Consequently, foreclosures by Citigroup on those pledged shares and any
subsequent sales of those shares by Citigroup are restricted to the same extent they would be in the hands of the pledging
senior executives or former senior executives.
Senior Executive Tax Costs
Accenture Ltd has informed certain of its senior executives that if a senior executive reports for tax purposes the
transactions involved in connection with our transition to a corporate structure, it will provide a legal defense to that
individual if his or her reporting position is challenged by the relevant tax authority. In the event such a defense is
unsuccessful, and the senior executive is then subject to extraordinary financial disadvantage, it will review these
circumstances for that individual and find an appropriate way to avoid severe financial damage to that individual.
Transactions with Directors and Executive Officers
Accenture employs Berthold von Schimmelmann, the son of Accenture Ltd non-management director Wulf von
Schimmelmann. In fiscal 2006, Berthold von Schimmelmann received cash compensation of approximately $72,000.
Todd W. Singleton, the spouse of Lisa M. Mascolo, one of Accenture Ltd’s executive officers, is employed by Accenture as a
senior executive in its Outsourcing group. Mr. Singleton has been an employee of Accenture for 18 years and a senior
executive for 8 years. In fiscal 2006, he received cash compensation of approximately $377,000 and an equity grant of 308
restricted share units.
9
http://www.sec.gov/Archives/edgar/data/1143908/000095013706011434/c09039ddef14c.h... 11/8/2006
def14c
Page 17 of 25
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Summary Compensation Table
The following table sets forth, for fiscal years 2006, 2005 and 2004, the compensation for the Chief Executive Officer and
for each of the four most highly compensated executive officers of Accenture Ltd, other than the Chief Executive Officer,
serving as executive officers at the end of fiscal 2006. These five persons are referred to, collectively, as the “Named
Executive Officers.”
Annual Compensation
William D. Green
Chief Executive Officer
Michael G. McGrath
Chief Financial Officer
Mark Foster
Group Chief Executive—
Products Operating Group
Karl-Heinz Flöther
Group Chief Executive—
Technology & Delivery
Diego Visconti
Group Chief Executive—
Communications &
High Tech Operating Group
Other Annual
Compensation
(#)(4)
Restricted
Share Unit
Award(s)
($)(5)
Long-Term Compensation Awards
Securities
All Other
Underlying
Options
Compensation
(#)
($)
Year
Salary
($)
2006
2005
2004
2006
2005
2004
2006
2,340,000
2,107,500
1,639,500
1,913,977
1,785,808
1,451,535
2,308,875
272,000
199,362
79,282
1,325,550(2)
1,122,929(3)
66,066
189,023
—
—
—
—
—
—
—
6,073,268
3,749,990
—
—
—
—
1,906,206
30,720(6)
—
—
—
27,335
—
—
—
—
—
—
—
—
—
2005
2004
2006
2005
2004
2006
2,211,040
1,557,748
3,781,899
2,063,106
1,482,226
1,995,154
202,612
72,350
185,756
191,609
71,638
167,180
—
—
—
—
—
—
1,874,995
—
1,906,206
1,874,995
—
1,906,206
32,529
—
—
28,975
—
—
—
—
—
—
—
—
2005
2004
1,648,930
1,302,130
166,604
80,556
—
—
1,874,995
—
25,968
—
—
—
Bonus
($)(1)
(1) Except as otherwise indicated, consists of variable compensation payments.
(2) Includes a cash incentive bonus of $1,170,000 in connection with Mr. McGrath’s July 12, 2004 appointment and
continued service as chief financial officer of Accenture Ltd.
(3) Includes a cash incentive bonus of $967,500 in connection with Mr. McGrath’s July 12, 2004 appointment and
continued service as chief financial officer of Accenture Ltd.
(4) The aggregate amount of perquisites and other personal benefits, securities or property received by any Named
Executive Officer does not exceed $50,000.
(5) On December 1, 2005, each of Messrs. Green, Foster, Flöther and Visconti was granted a performance-based award of
restricted share units. Mr. Green received an award of 206,896 restricted share units and each of Mssrs. Foster, Flöther
and Visconti received an award of 64,655 restricted share units. These restricted share units may vest, in whole or in
part, after the end of Accenture’s fiscal year ending August 31, 2008. The vesting schedule for the award is based on the
achievement of certain targets for the period starting on September 1, 2005 and ending on August 31, 2008 (the
“Performance Period”), and vests based on two different sets of performance criteria. Up to 50% of the award will vest,
in whole or in part, based upon Accenture’s total shareholder return, as compared to a group of peer companies during
the Performance Period. The remaining 50% of the award will vest, in whole or in part, based upon the achievement of
operating income targets by Accenture for the Performance Period. If dividends are declared on Accenture Ltd Class A
common shares while the restricted share units are outstanding, the number of restricted share units to be granted will be
adjusted to reflect the payment of such dividends. At August 31, 2006, the value of Mr. Green’s award was $6,136,535,
and the value of each award granted to Mssrs. Foster, Flöther and Visconti was $1,917,667, based upon the last reported
price of Accenture Ltd Class A common shares on that date.
(6) Indicates the number of Accenture Ltd Class A common shares underlying options granted to Mr. Green on October 27,
2005. For more information on the option grant see “— Option Grants in Last Fiscal Year.”
Compensation Committee Interlocks
Accenture Ltd does not have any compensation committee interlocks. Accenture Ltd’s Compensation Committee is
comprised solely of independent directors: Sir Mark Moody-Stuart, who is chairman of the committee, Dennis F. Hightower
and Marjorie Magner.
10
http://www.sec.gov/Archives/edgar/data/1143908/000095013706011434/c09039ddef14c.h... 11/8/2006
def14c
Page 18 of 25
http://www.sec.gov/Archives/edgar/data/1143908/000095013706011434/c09039ddef14c.h... 11/8/2006
def14c
Page 19 of 25
Compensation of Executive Officers
For fiscal 2006, the compensation of Accenture Ltd’s chief executive officer was determined by the Compensation
Committee of the Board of Directors of Accenture Ltd. The compensation of Accenture Ltd’s other senior executives,
including the compensation of the executive officers, was determined based on the “unit” level of these senior executives and
on amounts budgeted for senior executive compensation. Relative levels of compensation, or unit allocation, were determined
by a committee that includes the chief executive officer and the members of Accenture Ltd’s Executive Leadership Team,
which reviewed evaluations and recommendations concerning the performance of these senior executives and prepared an
income plan for fiscal 2006 compensation for these senior executives. The foregoing unit allocations were approved by the
Compensation Committee of the Board of Directors of Accenture Ltd.
As part of Accenture’s budgeting process, the Board of Directors of Accenture Ltd approves budgeted amounts for
Accenture’s results and cash compensation to its senior executives, with each such individual receiving his or her
compensation based on his or her unit allocation. Accenture pays a portion of the total budgeted compensation as a fixed
component of compensation and may pay the remainder of the budgeted amount, or more, as a bonus based on actual
operating results (compared to budgeted amounts) and individual performance.
Compensation of Non-Management Directors
No director who is an Accenture employee receives additional compensation for serving as a director of Accenture Ltd.
Except as noted below, each non-management director of Accenture Ltd receives the following compensation:
•
upon appointment to the Board of Directors, an initial grant of fully-vested restricted share units having, at the time of
grant, an aggregate market value of $150,000;
•
an annual grant of fully-vested restricted share units having, at the time of grant, an aggregate market value of
$150,000; and
•
except for our Lead Outside Director, an annual retainer of $70,000, which the director may elect to receive entirely in
the form of cash, entirely in the form of fully-vested restricted share units or one-half in cash and one-half in fullyvested restricted share units. Our Lead Outside Director receives an annual retainer of $125,000 and has the same cash
vs. fully-vested restricted share units elections as other non-management directors.
Shares underlying restricted share units are delivered three years after the restricted share unit grant date or, at the election of
the director, over a period of up to ten years following the restricted share unit grant date.
In addition, certain directors receive additional cash compensation for their service on the Board of Directors of Accenture
Ltd:
•
each member of the Audit Committee receives compensation of $5,000 each year; and
•
the chairperson of each committee of the Board of Directors receives compensation of $5,000 each year, except that the
chairperson of the Audit Committee receives compensation of $10,000 each year.
Furthermore, in February 2005 the Board of Directors of Accenture Ltd adopted a policy requiring each outside director
to, within three years of his or her appointment and for the duration of that director’s service, retain ownership of Accenture
equity having a market value equal to three times the value of the annual equity grants being made to directors at the time at
which the ownership requirement is assessed.
Employment Contracts
Each of the chief executive officer and Named Executive Officers of Accenture Ltd who are current Accenture employees
has entered into an annual employment agreement which is renewed automatically each year. The employment agreements,
which are standard employment contracts for Accenture highest-level senior executives, provide that these executive officers
will receive compensation as determined by Accenture. Pursuant to the employment agreements, each of the executive
officers has also entered into a non-competition agreement whereby each has agreed that, for a specified period, he or she
will not (1) associate with and engage in competing services for any competitive enterprise; or (2) solicit or assist any other
entity in soliciting any client or prospective client for the purposes of providing competing services, perform competing
services for any client or prospective client, or interfere with or damage any relationship between Accenture Ltd and a client
or prospective client. In addition, each of these executive officers has agreed that for the restricted period he or she will not
solicit or employ any Accenture employee or any former
11
http://www.sec.gov/Archives/edgar/data/1143908/000095013706011434/c09039ddef14c.h... 11/8/2006
def14c
Page 20 of 25
http://www.sec.gov/Archives/edgar/data/1143908/000095013706011434/c09039ddef14c.h... 11/8/2006
def14c
Page 21 of 25
employee who ceased working for Accenture within an 18-month period before or after the date on which the executive
officer’s employment with Accenture or any of Accenture’s affiliates terminated.
Option Grants in Last Fiscal Year
Name
William D. Green
Number of
Securities
Underlying
Option/SARs
Granted (#)
Potential Realizable Value at
Assumed Annual Rates of
Stock Price Appreciation for
Option Term($)
Individual Grants
Percent of
Total
Options/SARs
Exercise
Granted to
or Base
Employees in
Price
Fiscal Year
($/share)
30,720(1)
7.06%
$ 25.94
Expiration
Date
5%
10%
10/27/2015
$ 501,152
$ 1,270,016
(1) Consists of a stock option granted on October 27, 2005. One-third of the shares vested on October 27, 2005, one-third
vested on August 31, 2006 and an additional one-third of the shares will vest on August 31, 2007.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
Number of Securities
Underlying
Unexercised Options at
August 31, 2006(#)
Name
William D. Green
Michael G. McGrath
Mark Foster
Karl-Heinz Flöther
Diego Visconti
Value of Unexercised
In-the-money Options at
August 31, 2006($)
Shares Acquired
Upon
Exercise(#)(1)
Value Realized
($)
Exercisable
Unexercisable
Exercisable
Unexercisable
—
—
—
—
—
—
—
—
—
—
20,480
27,335
21,686
19,316
25,968
10,240
—
10,843
9,659
—
$ 66,458
121,777
96,611
86,053
97,271
$33,229
—
48,306
43,031
—
(1) None of the Named Executive Officers exercised any options during fiscal 2006.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the Federal securities laws, Accenture Ltd’s directors, executive officers and beneficial owners of more than 10% of
Accenture Ltd’s Class A common shares or Class X common shares are required within a prescribed period of time to report
to the Securities and Exchange Commission transactions and holdings in Accenture Ltd Class A common shares and Class X
common shares. These directors and executive officers are also required to report transactions and holdings in Accenture
SCA Class I common shares. Based solely on a review of the copies of such forms received by us and on written
representations from certain reporting persons that no annual corrective filings were required for those persons, we believe
that during fiscal 2006 all these filing requirements were timely satisfied.
12
http://www.sec.gov/Archives/edgar/data/1143908/000095013706011434/c09039ddef14c.h... 11/8/2006
def14c
Page 22 of 25
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Beneficial Ownership of More than Five Percent
As of October 12, 2006, the only person known by Accenture SCA to be a beneficial owner of more than 5% of Accenture
SCA’s Class I common shares, Class II common shares or Class III common shares was as follows:
Name and Address of
Beneficial Owner
Accenture Ltd
Canon’s Court
22 Victoria Street
Hamilton HM12,
Bermuda
Class I common shares
shares
% of shares
beneficially
beneficially
owned
owned
—
—%
Class II common shares
shares
% of shares
beneficially
beneficially
owned
owned
470,958,308(1)
100%
Class III common shares
shares
% of shares
beneficially
beneficially
owned
owned
537,209,861(1)
100%(1)
(1) In addition, Accenture Ltd may be deemed to beneficially own 5,315,556 Class II common shares and 198,320,382
Class III common shares held by wholly-owned subsidiaries of Accenture SCA. Under Luxembourg law, shares of
Accenture SCA held by Accenture SCA or any of its direct or certain indirect subsidiaries may not be voted at meetings
of the shareholders of Accenture SCA.
Beneficial Ownership of Directors and Executive Officers of Accenture Ltd
The following table sets forth, as of October 12, 2006, information regarding beneficial ownership of Accenture Ltd
Class A common shares and Class X common shares and Accenture SCA Class I common shares held by (1) each of
Accenture Ltd’s directors, Accenture Ltd’s chief executive officer and each of Accenture Ltd’s four most highly
compensated executive officers, other than the chief executive officer, serving as executive officers at the end of Accenture
Ltd’s 2006 fiscal year and (2) all of the directors and executive officers of Accenture Ltd as a group. To our knowledge,
except as otherwise indicated, each person listed below has sole voting and investment power with respect to the shares
beneficially owned by him or her. For purposes of the table below, “beneficial ownership” is determined in accordance with
Rule 13d-3 under the Securities Exchange Act of 1934, pursuant to which a person or group of persons is deemed to have
“beneficial ownership” of any shares that such person has the right to acquire within 60 days after October 12, 2006.
Name(1)
William D. Green(2)(3)
Dina Dublon(4)
Dennis F. Hightower
Nobuyuki Idei
William L. Kimsey(5)
Robert I. Lipp(4)
Marjorie Magner
Blythe J. McGarvie(4)
Mark Moody-Stuart(4)
Wulf von Schimmelmann(4)
Karl-Heinz Flöther(6)
Mark Foster(7)
Michael G. McGrath(2)(8)
Diego Visconti(2)(9)
All directors and executive officers as a
group (24 persons)(10)
Accenture SCA Class I
common shares
shares
% shares
beneficially
beneficially
owned
owned
Accenture Ltd Class A
common shares
shares
% shares
beneficially
beneficially
owned
owned
Percentage
of the
total number
of Class A
Accenture Ltd Class X
and Class X
common shares
common
shares
% shares
shares
beneficially beneficially
beneficially
owned
owned
owned
652,031
—
—
—
—
—
—
—
—
—
—
—
693,999
480,878
*%
—
—
—
—
—
—
—
—
—
—
—
*
*
26,439
68,436
6,135
—
42,229
208,445
—
65,738
80,954
56,135
268,032
414,863
27,335
25,968
**%
**
**
—
**
**
—
**
**
**
**
**
**
**
652,031
—
—
—
—
—
—
—
—
—
—
—
693,999
—
***%
—
—
—
—
—
—
—
—
—
—
—
***
—
****%
****
****
—
****
****
—
****
****
****
****
****
****
****
4,410,623
1.8%
2,132,033
**%
3,238,017
1.4%
****%
*
Less than 1% of Accenture SCA’s Class I common shares outstanding.
** Less than 1% of Accenture Ltd’s Class A common shares outstanding.
*** Less than 1% of Accenture Ltd’s Class X common shares outstanding.
http://www.sec.gov/Archives/edgar/data/1143908/000095013706011434/c09039ddef14c.h... 11/8/2006
def14c
Page 23 of 25
13
http://www.sec.gov/Archives/edgar/data/1143908/000095013706011434/c09039ddef14c.h... 11/8/2006
def14c
Page 24 of 25
**** Less than 1% of the total number of Accenture Ltd’s Class A common shares and Class X common shares outstanding.
(1) Address for all persons listed is c/o Accenture, 1661 Page Mill Road, Palo Alto, California 94304 USA.
(2) Subject to the provisions of its Articles of Association, Accenture SCA is obligated, at the option of the holder of its
shares and at any time, to redeem any outstanding Accenture SCA Class I common shares held by the holder. The
redemption price per share generally is equal to the market price of an Accenture Ltd Class A common share at the time
of the redemption. Accenture SCA has the option to pay this redemption price with cash or by delivering Accenture Ltd
Class A common shares on a one-for-one basis. Each time an Accenture SCA Class I common share is redeemed from
a holder, Accenture Ltd has the option, and intends to, redeem an Accenture Ltd Class X common share from that
holder, for a redemption price equal to the par value of the Accenture Ltd Class X common share, or $.0000225.
(3) Includes 20,480 Accenture Ltd Class A common shares that could be acquired through the exercise of share options
within 60 days from October 12, 2006.
(4) Includes 55,000 Accenture Ltd Class A common shares that could be acquired through the exercise of share options
within 60 days from October 12, 2006.
(5) Includes 35,000 Accenture Ltd Class A common shares that could be acquired through the exercise of share options
within 60 days from October 12, 2006.
(6) Includes 19,316 Accenture Ltd Class A common shares that could be acquired through the exercise of share options
within 60 days from October 12, 2006.
(7) Includes 21,686 Accenture Ltd Class A common shares that could be acquired through the exercise of share options
within 60 days from October 12, 2006.
(8) Consists of 27,335 Accenture Ltd Class A common shares that could be acquired through the exercise of share options
within 60 days from October 12, 2006.
(9) Consists of 25,968 Accenture Ltd Class A common shares that could be acquired through the exercise of share options
within 60 days from October 12, 2006.
(10) One officer has a spouse with holdings of 7,227 Accenture Ltd Class A common shares and 8,000 additional Accenture
Ltd Class A common shares that could be acquired through the exercise of stock options within 60 days from
October 12, 2006.
14
http://www.sec.gov/Archives/edgar/data/1143908/000095013706011434/c09039ddef14c.h... 11/8/2006
def14c
Page 25 of 25
INDEPENDENT AUDITORS’ FEES
INDEPENDENT AUDITORS’ FEES
The following table describes fees expensed for professional audit services rendered by KPMG LLP, Accenture Ltd’s
principal accountant, for the audit of Accenture’s annual financial statements as of and for the years ended August 31, 2006
and August 31, 2005, and fees expensed for other services rendered by KPMG LLP during these periods.
Type of Fee
2006
2005
(in thousands)
Audit Fees(1)
Audit Related Fees(2)
Tax Fees(3)
All Other Fees(4)
Total
$11,600
171
0
302
$12,073
$10,490
1,004
26
202
$11,722
(1) Audit Fees, including those for statutory audits, include the aggregate fees expensed by Accenture during the fiscal year
indicated for professional services rendered by KPMG LLP for the audit of Accenture Ltd’s and Accenture SCA’s
annual financial statements and review of financial statements included in Accenture’s Forms 10-Q and Form 10-K.
Audit Fees include fees for the audit of Accenture’s internal control over financial reporting.
(2) Audit Related Fees include the aggregate fees expensed by Accenture during the fiscal year indicated for assurance and
related services by KPMG LLP that are reasonably related to the performance of the audit or review of Accenture Ltd’s
and Accenture SCA’s financial statements and not included in Audit Fees, including review of registration statements
and issuance of consents. Audit Related Fees also include fees for accounting advice and opinions related to various
employee benefit plans, and fees for internal control documentation assistance.
(3) Tax Fees include the aggregate fees expensed by Accenture during the fiscal year indicated for professional services
rendered by KPMG LLP for tax compliance, tax advice and tax planning.
(4) All Other Fees include the aggregate fees expensed by Accenture during the fiscal year indicated for products and
services provided by KPMG LLP, other than the services reported above, including due diligence reviews.
PROCEDURES FOR AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT
SERVICES OF INDEPENDENT AUDITOR
Pursuant to its charter, the Audit Committee of the Board of Directors of Accenture Ltd is responsible for reviewing and
approving, in advance, any audit and any permissible non-audit engagement or relationship between Accenture and its
independent auditors. KPMG LLP’s engagement to conduct the audit of Accenture SCA for fiscal year 2006 was approved
by the Audit Committee on February 1, 2006. Additionally, each permissible audit and non-audit engagement or relationship
between Accenture and KPMG LLP entered into since February 1, 2006 has been reviewed and approved by the Audit
Committee, as provided in its charter.
Accenture has been advised by KPMG LLP that a majority of the work done in conjunction with its 2006 audit of
Accenture SCA’s financial statements for the most recently completed fiscal year was performed by permanent full-time
employees and partners of KPMG LLP.
OTHER MATTERS
The general partner is not aware of any matters not set forth herein that may come before the General Meeting.
Dated: October 26, 2006
15
http://www.sec.gov/Archives/edgar/data/1143908/000095013706011434/c09039ddef14c.h... 11/8/2006
EXHIBIT IV
ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED AUGUST 31, 2006,
FILED BY ACCENTURE LTD WITH THE SEC ON OCTOBER 18, 2006
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10−K
(Mark One)
þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended August 31, 2006
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the
transition period from
to
.
Commission File Number: 001−16565
ACCENTURE LTD
(Exact name of Registrant as specified in its charter)
Bermuda
(State or other jurisdiction of
incorporation or organization)
98−0341111
(I.R.S. Employer Identification No.)
Canon’s Court
22 Victoria Street
Hamilton HM 12 Bermuda
(Address of principal executive offices)
(441) 296−8262
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Class A common shares, par value $0.0000225 per share
Name of Each Exchange on Which Registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Class X common shares, par value $0.0000225 per share
Indicate by check mark if the registrant is a well−known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ
No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934. Yes o
No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes þ
No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S−K (§229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10−K or any amendment to this Form 10−K. þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non−accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b−2 of the Exchange Act. (Check one):
Large accelerated filer þ
Accelerated filer o
Non−accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b−2 of the Exchange Act.) Yes o
No þ
The aggregate market value of the common equity of the registrant held by non−affiliates of the registrant on February 28, 2006 was approximately
$18,788,093,481, based on the closing price of the registrant’s Class A common shares, par value $0.0000225 per share, reported on the New York Stock
Exchange on such date of $32.66 per share and on the par value of the registrant’s Class X common shares, par value $0.0000225 per share.
The number of shares of the registrant’s Class A common shares, par value $0.0000225 per share, outstanding as of October 12, 2006 was 584,360,126
(which number does not include 35,306,040 issued shares held by subsidiaries of the registrant). The number of shares of the registrant’s Class X common
shares, par value $0.0000225 per share, outstanding as of October 12, 2006 was 237,733,470.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the 2007 Annual General Meeting of Shareholders
Part III
TABLE OF CONTENTS
Page
Part I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Part II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Part III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Part IV
Item 15.
Signatures
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Submission of Matters to a Vote of Security Holders
1
20
36
36
36
36
Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity
Securities
Selected Financial Data
Management's Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures about Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
39
43
44
72
73
73
73
74
Directors and Executive Officers of the Registrant
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
Certain Relationships and Related Transactions
Principal Accounting Fees and Services
75
75
75
75
75
Exhibits, Financial Statement Schedules
76
PART I
Disclosure Regarding Forward−Looking Statements
This Annual Report on Form 10−K contains forward−looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) relating to our operations and our
results of operations that are based on our current expectations, estimates and projections. Words such as “expects,” “intends,”
“plans,” “projects,” “believes,” “estimates” and similar expressions are used to identify these forward−looking statements. These
statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict.
Forward−looking statements are based upon assumptions as to future events that might not prove to be accurate. Actual outcomes
and results could differ materially from what is expressed or forecast in these forward−looking statements. The reasons for these
differences include changes in general economic and political conditions, including fluctuations in exchange rates, and the factors
discussed below under the section entitled “Risk Factors.”
Available Information
Our website address is www.accenture.com. We make available free of charge on the Investor Relations section of our website
(http://investor.accenture.com) our Annual Report on Form 10−K, Quarterly Reports on Form 10−Q, Current Reports on
Form 8−K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed or
furnished with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(a) or 15(d) of the Exchange Act. We
also make available through our website other reports filed with or furnished to the SEC under the Exchange Act, including our
proxy statements and reports filed by officers and directors under Section 16(a) of that Act, as well as our Code of Business
Ethics. We do not intend for information contained in our website to be part of this Annual Report on Form 10−K.
Any materials we file with the SEC may be read and copied at the SEC’s Public Reference Room at 100 F Street, N.E.,
Washington, DC, 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at
1−800−SEC−0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information
statements, and other information regarding issuers that file electronically with the SEC.
In this Annual Report on Form 10−K, we use the terms “Accenture,” “we,” “our Company,” “our” and “us” to refer to
Accenture Ltd and its subsidiaries. All references to years, unless otherwise noted, refer to our fiscal year, which ends on
August 31.
ITEM 1.
BUSINESS
Overview
Accenture is one of the world’s leading management consulting, technology services and outsourcing organizations, with
approximately 140,000 employees; offices and operations in more than 150 cities in 49 countries; and revenues before
reimbursements of $16.65 billion for fiscal 2006.
Our “high performance business” strategy builds on our expertise in consulting, technology and outsourcing to help clients
perform at the highest levels so they can create sustainable value for their customers, stakeholders and shareholders. We use our
industry and business−process knowledge, our service offering expertise and our insight into and deep understanding of emerging
technologies to identify new business and technology trends and formulate and implement solutions for clients under demanding
time constraints. We help clients identify and enter new markets, increase revenues in
1
existing markets, improve operational performance and deliver their products and services more effectively and efficiently.
We operate globally with one common brand and business model designed to enable us to provide clients around the world
with the same high level of service. Drawing on a combination of industry expertise, functional capabilities, alliances, global
resources and technology, we deliver competitively priced, high−value services that help our clients measurably improve business
performance. Our global delivery model enables us to provide a complete end−to−end delivery capability by drawing on
Accenture’s global resources to deliver high−quality, cost−effective solutions to clients under demanding timeframes.
Consulting, Technology and Outsourcing Services and Solutions
Our business is structured around five operating groups, which together comprise 17 industry groups serving clients in major
industries around the world. Our industry focus gives us an understanding of industry evolution, business issues and applicable
technologies, enabling us to deliver innovative solutions tailored to each client or, as appropriate, more−standardized capabilities
to multiple clients.
Our three growth platforms—business consulting, systems integration and technology, and outsourcing—are the innovation
engines through which we develop our knowledge capital; build world−class skills and capabilities; and create, acquire and
manage key assets central to the development of solutions for our clients. The subject matter experts within these areas work
closely with the professionals in our operating groups to develop and deliver solutions to clients.
Client engagement teams—which typically consist of industry experts, capability specialists and professionals with local
market knowledge—leverage the full capabilities of our global delivery model to deliver price−competitive solutions and services.
Operating Groups
The following table shows the organization of our five operating groups and their 17 industry groups. For financial reporting
purposes, our operating groups are our reportable operating segments. We do not allocate total assets by operating group, although
our operating groups do manage and control certain assets. For certain historical financial information regarding our operating
groups (including certain asset information), as well as financial information by geographical areas (including long−lived asset
information), see Footnote 16 (Segment Reporting) to our Consolidated Financial Statements below under “Financial Statements
and Supplementary Data.”
Operating Groups
Communications
& High Tech
• Communications
• Electronics & High Tech
• Media & Entertainment
Financial
Services
• Banking
• Capital Markets
• Insurance
Products
• Automotive
• Consumer Goods & Services
• Health & Life Sciences
• Industrial Equipment
• Retail & Consumer
• Transportation & Travel
Services
2
Resources
• Chemicals
• Energy
• Natural Resources
• Utilities
Government
• Government
Communications & High Tech
We are a leading provider of business consulting, technology, systems integration and outsourcing services and solutions to
the communications, electronics, high technology, media and entertainment industries. Our Communications & High Tech
professionals help clients enhance their business results through industry−specific solutions and by seizing the opportunities made
possible by the convergence of communications, computing and content. Examples of our services and solutions include the
application of mobile technology, advanced communications network optimization, broadband and Internet protocol solutions,
product innovation and digital rights management as well as systems integration, customer care, supply chain and workforce
transformation services. In support of these services, we have developed an array of assets, repeatable solutions, methodologies
and research facilities to demonstrate how new technologies and industry−leading practices can be applied in new and innovative
ways to enhance our clients’ business performance. Our Communications & High Tech operating group comprises the following
industry groups:
• Communications. Our Communications industry group serves many of the world’s leading wireline, wireless, cable and
satellite communications network operators and service providers. We provide a wide range of services designed to help our
communications clients increase margins, improve asset utilization, improve customer retention, increase revenues, reduce
overall costs and accelerate sales cycles. We offer a suite of reusable solutions, called Accenture Communications Solutions,
designed to address major business and operational issues related to broadband and Internet protocol−based networks and
services, including business intelligence, billing transformation, customer contact transformation, sales force transformation,
service fulfillment and next−generation network optimization. Our Communications industry group represented
approximately 62% of our Communications & High Tech operating group’s revenues before reimbursements in fiscal 2006.
• Electronics & High Tech. Our Electronics & High Tech industry group serves the communications technology, consumer
technology, enterprise technology, semiconductor, software and aerospace/ defense segments. This industry group provides
services in areas such as strategy, enterprise resource management, customer relationship management, supply chain
management, software development, human performance, and merger/acquisition activities, including post−merger
integration. We also offer a suite of reusable solutions, called Accenture High Tech Solutions, designed to address the
industry’s major business and operational challenges, such as new product innovation and development, customer service
and support, sales and marketing, and globalization.
• Media & Entertainment. Our Media & Entertainment industry group serves the broadcast, entertainment (television, music
and movie), print, publishing and portal industries. Professionals in this industry group provide a wide range of services,
including digital content solutions designed to help companies effectively manage, distribute and protect content across
numerous media channels.
Financial Services
Our Financial Services operating group focuses on the opportunities created by our clients’ needs to adapt to changing market
conditions, including increased cost pressures, industry consolidation, regulatory changes, the creation of common industry
standards and protocols, and the move to a more integrated industry model. We help clients meet these challenges through a
variety of assets, services and solutions, including consulting and outsourcing strategies to increase cost efficiency and transform
businesses, and customer relationship management initiatives that enable them to acquire and retain
3
profitable customers and improve their cross−selling capabilities. Our Financial Services operating group comprises the following
industry groups:
• Banking. Our Banking industry group works with retail and commercial banks and diversified financial enterprises. We help
these organizations develop and execute strategies to target, acquire and retain customers more effectively, expand product
and service offerings, comply with new regulatory initiatives, and leverage new technologies and distribution channels. Our
Banking industry group represented approximately 55% of our Financial Services operating group’s revenues before
reimbursements in fiscal 2006.
• Capital Markets. Our Capital Markets industry group helps investment banks, broker/ dealers, asset management firms,
depositories, clearing organizations and exchanges improve operational efficiency and transform their businesses to remain
competitive.
• Insurance. Our Insurance industry group helps property and casualty insurers, life insurers, reinsurance firms and insurance
brokers improve business processes, develop Internet−based insurance businesses and improve the quality and consistency
of risk selection decisions. Our Insurance industry group has also developed a claims management capability that enables
insurers to provide better customer service while optimizing claims costs. We also provide a variety of outsourced solutions
to help insurers improve working capital and cash flow, deliver permanent cost savings and enhance long−term growth. Our
Insurance industry group represented approximately 31% of our Financial Services operating group’s revenues before
reimbursements in fiscal 2006.
Products
Our Products operating group comprises the following industry groups:
• Automotive. Our Automotive industry group works with auto manufacturers, suppliers, dealers, retailers and service
providers. Professionals in this industry group help clients develop and implement innovative solutions focused on product
development and commercialization, customer service and retention, channel strategy and management, branding,
buyer−driven business models, cost reduction, customer relationship management and integrated supplier partnerships.
• Consumer Goods & Services. Our Consumer Goods & Services industry group serves food, beverage, household goods and
personal care, tobacco and footwear/apparel manufacturers around the world. We add value to these companies through
service offerings designed to enhance performance by addressing critical elements of success, including sales and marketing
productivity, customer and consumer insight, working capital productivity improvement, supply chain collaboration, and
overhead productivity improvement.
• Health & Life Sciences. Our Health & Life Sciences industry group works with healthcare providers, government health
departments, policy−making authorities/regulators, managed care organizations, health insurers and pharmaceutical,
biotechnology, medical products and other industry−related companies to improve the quality, accessibility and affordability
of healthcare. Our key offerings include health clinical transformation, electronic health records and hospital back−office
services in the provider/government segment; research and development transformation, commercial effectiveness and
customer interaction, and integrated electronic compliance (manufacturing and supply chain) in the pharmaceuticals and
medical products segment; and health information and data management, claims excellence/cost containment and health plan
back−office services in the payor segment.
4
• Industrial Equipment. Our Industrial Equipment industry group serves the industrial and electrical equipment, construction,
consumer durable and heavy equipment industries. We help our clients increase operating and supply chain efficiencies by
improving processes and leveraging technology. We also help clients generate value from strategic mergers and acquisitions.
In addition, our Industrial Equipment industry group develops and deploys innovative solutions in the areas of channel
management, collaborative product design, remote field maintenance, enterprise application integration and outsourcing.
• Retail. Our Retail industry group serves a wide spectrum of retailers and distributors, including supermarkets, specialty
premium retailers and large mass−merchandise discounters. We provide service offerings that help clients address new ways
of reaching the retail trade and consumers through precision marketing; maximize brand synergies and cost reductions in
mergers and acquisitions; improve supply chain efficiencies through collaborative commerce business models; and enhance
the efficiency of internal operations. Our Retail industry group represented approximately 31% of our Products operating
group’s revenues before reimbursements in fiscal 2006.
• Transportation & Travel Services. Our Transportation & Travel Services industry group serves companies in the airline,
freight transportation, third−party logistics, hospitality, gaming, car rental, passenger rail and travel distribution industries.
We help clients develop and implement strategies and solutions to improve customer relationship management capabilities,
operate more−efficient networks, integrate supply chains, develop procurement and electronic business marketplace
strategies, and more effectively manage maintenance, repair and overhaul processes and expenses. Through our Navitaire
subsidiary, we offer airlines a range of services, including reservations, direct ticket distribution, revenue protection,
decision support, passenger revenue accounting and revenue management on an outsourced basis.
Resources
Our Resources operating group serves the chemicals, energy, forest products, metals and mining, utilities and related
industries. With market conditions driving energy companies to seek new ways of creating value for shareholders, deregulation
fundamentally reforming the utilities industry and yielding cross−border opportunities, and an intensive focus on productivity and
portfolio management in the chemicals industry, we are working with clients to create innovative solutions that are designed to
help them differentiate themselves in the marketplace and gain competitive advantage. Our Resources operating group comprises
the following industry groups:
• Chemicals. Our Chemicals industry group works with a wide cross−section of industry segments, including petrochemicals,
specialty chemicals, polymers and plastics, gases and life science companies. We also have long−term outsourcing contracts
with many industry leaders.
• Energy. Our Energy industry group serves a wide range of companies in the oil and gas industry, including upstream,
downstream and oil services companies. Our key areas of focus include helping clients optimize production, manage the
hydrocarbon supply chain, streamline retail operations and realize the full potential of third−party enterprise−wide
technology solutions. In addition, our multi−client outsourcing centers enable clients to increase operational efficiencies and
exploit cross−industry synergies.
• Natural Resources. Our Natural Resources industry group serves the forest products and metals and mining industries. We
help lumber, pulp, papermaking, converting and packaging companies as well as iron, steel, aluminum, coal, copper and
precious metals companies develop and implement new business strategies, redesign business processes, manage complex
5
change initiatives, and integrate processes and technologies to achieve higher levels of performance.
• Utilities. Our Utilities industry group works with electric, gas and water utilities around the world to respond to an evolving
and highly competitive marketplace. The group’s work includes helping utilities transform themselves from regulated, and
sometimes state−owned, local entities to global deregulated corporations, as well as developing diverse products and service
offerings to help our clients deliver higher levels of service to their customers. These offerings include customer relationship
management, workforce enablement, supply chain optimization, and trading and risk management. We also provide a range
of outsourced customer−care services to utilities and retail energy companies in North America. Our Utilities industry group
represented approximately 42% of our Resources operating group’s revenues before reimbursements in fiscal 2006.
Government
Our Government operating group helps governments around the world transform to meet the challenges of a rapidly changing
public−sector environment. We typically work with defense, revenue, human services, health, justice, postal and education
authorities, and our clients are national, provincial or state−level government organizations, as well as local governments. Our
work with clients in the U.S. Federal government represented approximately 36% of our Government operating group’s revenues
before reimbursements in fiscal 2006.
Our offerings help public−sector clients address their most pressing needs, including increasing operational efficiency,
enhancing revenues, improving customer service, and ensuring the security of citizens and businesses. We work with clients to
transform their customer−facing and back−office operations and enable services to be delivered through appropriate technologies.
We also provide processing services in areas such as human resources, social services, transportation, collections and
procurement.
As governments are pressed to achieve higher performance levels with reduced resources, we are introducing innovative
approaches derived from the private sector that are becoming increasingly popular with governments. For instance, Accenture has
pioneered Public Service Value, a patent−pending approach that assesses the true value of the services that governments provide
by measuring outcomes and quantifying results. This approach, which helps governments make decisions that directly improve
services to citizens, is similar to the ways in which publicly traded companies measure shareholder value to enhance the value
they deliver to shareholders.
Growth Platforms
Our business consulting, systems integration and technology, and outsourcing growth platforms are the skill−based
“innovation engines” through which we develop our knowledge capital; build world−class skills and capabilities; and create,
acquire and manage key assets central to the development of solutions for our clients. The professionals within these areas work
closely with our operating groups to deliver integrated services and solutions to clients.
6
Business Consulting
Our business consulting growth platform is responsible for the development and delivery of our functional and industry
consulting capabilities, working closely with the professionals in our operating groups. The growth platform comprises five
service lines:
• Customer Relationship Management. The professionals in our Customer Relationship Management (“CRM”) service line
help companies acquire, develop and retain more profitable customer relationships. We offer a full range of innovative
capabilities that address every aspect of CRM, including marketing, direct and indirect sales, customer service, field support
and customer contact operations. These capabilities include rigorous approaches to improving the return on marketing
investment, methods for building insight into customers’ purchase habits and service preferences, tailoring offers and service
treatment based upon that insight, and unique methods of optimizing the quality, cost and revenue impact of sales and
service operations. Together with our alliance partners, we bring these skills to our clients to help them accelerate growth,
improve marketing and sales productivity and reduce customer−care costs—thus increasing the value of their customer
relationships and enhancing the economic value of their brands.
• Finance & Performance Management. The professionals in our Finance & Performance Management service line work
with our clients’ finance and business unit executives to develop financial transaction processing, risk management and
business performance reporting capabilities. Among the services we provide are strategic consulting with regard to the
design and structure of the finance function; the establishment of shared service centers; and the configuration of enterprise
resource planning platforms for streamlining transaction processing. Our finance capability services also address revenue
cycle management, billing, credit risk and collection effectiveness, electronic invoicing and settlement, tax processing,
lending and debt recovery. Our performance management services address shareholder value targeting, scorecard and
performance metrics development, performance reporting solutions and applied business analytics to improve profitability.
Our professionals, who often utilize the resources of Accenture Finance Solutions, one of our Business Process Outsourcing
(“BPO”) businesses, work with finance executives to develop and implement solutions that help them align their companies’
investments with their business objectives and establish security relating to the exchange of information to reporting
institutions.
• Human Performance. The professionals in our Human Performance service line work with clients on a wide range of
workforce and organizational issues to deliver improved business and operational results. Our integrated approach and
end−to−end capabilities include services and solutions in organization and change management, human resources (HR)
administration, learning, knowledge management, performance management, talent management, HR IT systems
implementation and overall transformation of key workforces. Through our Human Performance service line, we help
companies and governments improve the efficiency and effectiveness of their HR services while lowering associated costs;
deliver improvements in employee and workforce performance; and transform organizations through project−, program− and
enterprise−level change management.
• Strategy. Our Strategy professionals utilize a combination of strategy and operations experience to help senior executives
translate insights into results at both the enterprise and business−unit level. With deep skills and capabilities in corporate
strategy, corporate restructuring, growth and innovation strategies, mergers and acquisitions, merger integration,
organization strategy, pricing strategy and profitability assessment, shareholder value analysis
7
and strategic IT effectiveness, we help clients develop—and execute—pragmatic solutions that transform organizations and
drive sustained high performance.
• Supply Chain Management. The professionals in our Supply Chain Management service line work with clients across a
broad range of industries to develop and implement supply chain operations strategies that enable profitable growth in new
and existing markets. Our professionals combine global industry expertise and skills in supply chain strategy, sourcing and
procurement, supply chain planning, manufacturing and design, fulfillment and service management to help organizations
achieve high performance. We work with clients to implement innovative consulting and outsourcing solutions that align
operating models to support business strategies; optimize global operations; support profitable product launches; and
enhance the skills and capabilities of the supply chain workforce.
Systems Integration and Technology
Accenture provides a wide variety of systems integration and related technology services. Our key services in this area
include:
• Information Management Services. We provide services to help organizations manage the full range of their information
needs to improve data quality, enhance decision−making capabilities and meet compliance requirements. This includes
managing both structured data (business intelligence) and unstructured content (content management and portals).
• Complex Solution Architecture. With deep skills and expertise in both J2EE (Java−based) and .NET technology
architectures, we work with clients to address gaps in the functionality provided by commercial packaged applications;
address technical aspects of the business process that are unique to a client; and develop customized technical solutions for
business processes for which no packaged solutions are available.
• Enterprise Architecture. We provide solutions that integrate information technology (“IT”) with business capabilities to
provide a seamless operating environment for organizations. Our solutions provide a reference point for measuring both IT
investment and results in the delivery roadmap that defines how IT systems need to change to drive future business growth
and higher performance.
• Enterprise Solutions. We implement a variety of application software—including SAP and Oracle, among others—to
streamline business processes, systems and information and help organizations access, manage and exploit data to make
more−informed business decisions.
• Integration. We use a variety of technology architectures and platforms—including service−oriented architectures (see
below), among others—and Web services standards to connect and streamline business processes, systems and information
to reduce costs and improve business and IT performance.
• Infrastructure Consulting Services. We provide solutions to help organizations optimize their IT infrastructures while
reducing costs. From data center, operations engineering and network infrastructure to desktop and security solutions, our
services enable clients to rationalize, standardize, secure and transform their IT infrastructures for improved performance of
mission−critical business processes, applications and end users.
• IT Strategy & Transformation. We help CEOs and CIOs with critical IT challenges, such as advising on IT investments
based on bottom−line return, and help them understand how
8
technologies can enable their business solutions and turn technology innovation into business results for competitive
advantage.
• Microsoft Solutions. Together with our alliance partner Microsoft and our Avanade subsidiary, we develop and deliver
cost−efficient, innovative business solutions based on Microsoft Windows Server 2003 and other .NET technologies,
leveraging our deep industry expertise and practical applications of leading−edge technologies.
• Mobile Solutions. We help clients develop solutions that give their workforces access to key enterprise
applications—including supply chain management, telematics, field force enablement, customer relationship management
and customer database applications—through mobile devices and/or the Internet.
• Service−Oriented Architecture. We help CIOs and business leaders unleash the potential of service−oriented architecture to
enable improvement in IT efficiency and a more effective alignment between business processes and applications. Accenture
guides organizations through a four−phased approach for designing and building flexible IT solutions that enable business
process components to be assembled and used more efficiently to deliver distinctive business services and capabilities for
higher performance.
• Research & Development. We use new and emerging technologies to develop business solutions that we believe will be the
drivers of our clients’ growth and enable them to be first to market with unique capabilities. Key areas of focus include
information insight and sensor technologies.
Outsourcing
Accenture provides a wide range of outsourcing services, including business process outsourcing, application outsourcing and
infrastructure outsourcing.
• Business Process Outsourcing. We work with clients to develop and deliver business process innovations that transform
their businesses and deliver higher performance levels at lower costs. Through our BPO services, we manage specific
business processes or functions for clients, providing solutions that are more efficient and cost−effective than if the functions
were provided in−house. In addition to providing individual BPO services, we can bundle two or more business functions to
provide clients with even greater efficiencies, control and cost savings.
We offer clients across all industries a variety of function−specific BPO services, including finance and accounting, human
resources, learning, procurement and customer contact. Through several acquisitions in fiscal 2006, we enhanced our finance
and accounting outsourcing capabilities in the areas of profit recovery and analytics and also expanded the range of
back−office BPO capabilities to include those designed specifically for the middle market. We also offer specialized services
tailored to clients in specific industries. For instance, we offer life insurers policy administration and management services,
including high−volume transaction processing capabilities. We provide utilities companies with facilities and field services,
as well as specialized customer care, finance and accounting, human resources, supply chain and information technology
services. In addition, through our Navitaire subsidiary, we offer airlines a range of services, including reservations, direct
ticket distribution, revenue protection, decision support, passenger revenue accounting and revenue management.
9
• Application Outsourcing. Accenture takes a holistic approach to application outsourcing that goes beyond traditional
cost−cutting measures, helping clients improve the total performance of application development and maintenance. We
provide a wide array of application outsourcing services under flexible arrangements, managing custom or packaged
software applications—including enterprise−wide applications such as SAP, PeopleSoft, Oracle and Siebel—over their
complete development and maintenance life−cycles. The scope of services ranges from standardized, discrete application
outsourcing services, including application testing, application management of enterprise−wide software programs (SAP,
Oracle, PeopleSoft, etc.) and application outsourcing capacity services, to large−scale application enhancement and
development for individual or multiple applications, as well as application portfolio rationalization and consolidation. We
can also take end−to−end responsibility for all of a client’s information technology (“IT”) function, including infrastructure
and operations, leveraging our shared services delivery groups and our application and infrastructure transformation
consulting expertise to deliver significant gains in client productivity.
By transferring to Accenture the responsibility for managing one or more of their applications, clients can leverage our
assets, scale and global resources as well as our secure, global infrastructure delivery capabilities. This allows clients to
maintain and control the overall performance of their IT capabilities while reducing the complexity and costs associated with
managing third parties and increasing the flexibility, scalability, predictability and security of their IT infrastructures.
• Infrastructure Outsourcing. We deliver an integrated set of managed infrastructure services encompassing all infrastructure
functions— from network access and desktop management to remote technology support. Services can be delivered as
discrete, standalone solutions or bundled with Accenture application outsourcing and BPO services. Our infrastructure
outsourcing services include:
• IT spend management— Asset management, as well as managed procurement and technology spend, to reduce overall IT
non−salary spending;
• Data center services— Hosting to support development and production environments, storage services, database
management and messaging services;
• Service desk— Single point of contact for support and online portal services to resolve front−line issues;
• Security services— Identity management, intrusion and firewall protection, end−user device and messaging security, and
policy and awareness;
• Communications services— Data and voice network management, optimization and converged services; and
• Workplace services— Lifecycle management for desktops, field services and mobile devices, and file and print services.
Global Delivery Model
A key Accenture differentiator is our strategic global delivery model, which allows us to draw on the benefits of resources
from around the world—including specialized business process and technology skills, foreign−language fluency, proximity to
clients and time−zone advantages—to deliver high−quality solutions under demanding time−frames. Emphasizing quality,
reduced risk, speed to
10
market and predictability, our global delivery model enables us to provide clients with price−competitive services and solutions
that drive higher levels of performance.
A critical component of this capability is our Global Delivery Network, which comprises local Accenture professionals
working at client sites around the world as well as more than 40 delivery centers—facilities where teams of Accenture technology
and business−process professionals use proven assets to create business and technology solutions for clients. Our delivery centers
improve the efficiency of our engagement teams through the reuse of processes, solution designs, infrastructure and software and
by leveraging the experience of delivery center professionals.
Professionals in our Global Delivery Network apply a systematic approach to delivering systems integration, application
outsourcing and business processing outsourcing solutions and services delivery to create and capture proven, repeatable
processes, methodologies, tools and architectures. This ability to build seamless global teams leveraging the right professionals
with the right skills for each task enables Accenture to provide a complete end−to−end capability, with consistent Accenture
processes around the globe. Client teams leverage our Global Delivery Network to deliver comprehensive, large−scale and
customized solutions in less time than would be required for our clients to develop them independently.
We continue to expand and enhance our Global Delivery Network, which we believe is a competitive differentiator for us. In
fiscal 2006 we further expanded our Global Delivery Network by, among other things, increasing our activities in the application
outsourcing and business process outsourcing areas and recruiting actively in key locations of our network, including in Eastern
Europe, India, China and the Philippines. As of August 31, 2006, we had more than 48,000 people in our network globally, a net
increase of approximately 12,000 people since the end of fiscal 2005.
Alliances
We have sales and delivery alliances with companies whose capabilities complement our own, either by enhancing a service
offering, delivering a new technology or helping us extend our services to new geographies. By combining our alliance partners’
products and services with our own capabilities and expertise, we create innovative, high−value business solutions for our clients.
Some alliances are specifically aligned with one of our service lines, thereby adding skills, technology and insights that are
applicable across many of the industries we serve. Other alliances extend and enhance our offerings specific to a single industry
group.
Almost all of our alliances are non−exclusive. Although individual alliance agreements do not involve direct payments to us
that are material to our business, we generate significant revenues from services to implement our alliance partners’ products.
Research and Innovation
We are committed to developing leading−edge ideas, as we believe that both research and innovation have been major factors
in our success and will help us continue to grow in the future. We use our investment in research and development—on which we
spent $298 million, $243 million and $272 million in fiscal years 2006, 2005 and 2004, respectively— to help create,
commercialize and disseminate innovative business strategies and technology.
Our research and innovation program is designed to generate early insights into how knowledge can be harnessed to create
innovative business solutions for our clients and to develop business strategies with significant value. A key component of this is
our research and development organization, Accenture Technology Labs, which identifies and develops new technologies that we
11
believe will be the drivers of our clients’ growth and enable them to be first to market with unique capabilities. We also promote
the creation of knowledge capital and thought leadership through the Accenture Institute for High Performance Business. In
addition, we spend a significant portion of our research and development resources directly through our operating groups and our
consulting, technology and outsourcing capabilities to develop market−ready solutions for our clients.
Employees
Our most important asset is our people, and we are deeply committed to the development of our employees. Our professionals
receive significant and focused technical and managerial skills development training appropriate for their roles and levels within
our company. We seek to reinforce our employees’ commitments to our clients, culture and values through a comprehensive
performance review system and a competitive career philosophy that rewards individual performance and teamwork. We strive to
maintain a work environment that reinforces our owner−operator culture and the collaboration, motivation, alignment of interests
and sense of ownership and reward that this culture has fostered.
As of August 31, 2006, we had approximately 140,000 employees worldwide.
Competition
We operate in a highly competitive and rapidly changing global marketplace and compete with a variety of organizations that
offer services competitive with those we offer. We compete with a variety of companies with respect to our offerings, including:
• Large multinational providers, including the service arms of large global technology providers, that offer some or all of the
consulting, systems integration and technology, and outsourcing services that we do;
• Off−shore service providers in lower−cost locations, particularly Indian providers, which offer a subset of the services we
offer;
• Niche solution or service providers which complete with us in a specific geographic market, industry segment or service
area, including companies that provide new or alternative products, services or delivery models; and
• Accounting firms that are expanding or re−emphasizing their provision of consulting services.
In addition, a client may choose to use its own resources rather than engage an outside firm for the types of services we provide.
Our revenues are derived primarily from Fortune Global 500 and Fortune 1000 companies, medium−sized companies,
governments, government agencies and other large enterprises. We believe that the principal competitive factors in the industries
in which we compete include:
• skills and capabilities of people;
• innovative service and product offerings;
• perceived ability to add value;
• reputation and client references;
• price;
• scope of services;
12
• service delivery approach;
• technical and industry expertise;
• quality of services and solutions;
• ability to deliver results on a timely basis;
• availability of appropriate resources; and
• global reach and scale.
Our clients typically retain us on a non−exclusive basis.
Intellectual Property
Our success has resulted in part from our proprietary methodologies, software, reusable knowledge capital, assets and other
intellectual property rights. We rely upon a combination of nondisclosure and other contractual arrangements as well as upon
trade secret, copyright, patent and trademark laws to protect our intellectual property rights and the rights of third parties from
whom we license intellectual property. We have promulgated policies related to confidentiality and ownership and to the use and
protection of our intellectual property and that owned by third parties, and we also enter into agreements with our employees as
appropriate.
We recognize the increasing value of intellectual property in the marketplace and vigorously create, harvest and protect our
intellectual property. At August 31, 2006, we had 1,368 patent applications pending in the United States and other jurisdictions
and had been issued 230 U.S. patents and 125 non−U.S. patents in, among others, the following areas: goal−based educational
simulation; virtual call centers; hybrid telecommunications networks; development architecture frameworks; emotion−based voice
processing; mobile communications networks; location−based information filtering; and computerized multimedia asset systems.
We intend to continue to vigorously identify, create, harvest and protect our intellectual property and to leverage our protected,
differentiated assets and methodologies to provide superior value to our clients.
Organizational Structure
Accenture Ltd is a Bermuda holding company with no material assets other than Class II and Class III common shares in its
subsidiary, Accenture SCA, a Luxembourg partnership limited by shares (“Accenture SCA”). Accenture Ltd’s only business is to
hold these shares and to act as the sole general partner of Accenture SCA. Accenture Ltd owns a majority voting interest in
Accenture SCA. As the general partner of Accenture SCA and as a result of Accenture Ltd’s majority voting interest in Accenture
SCA, Accenture Ltd controls Accenture SCA’s management and operations and consolidates Accenture SCA’s results in its
financial statements. Accenture operates its business through subsidiaries of Accenture SCA. Accenture SCA generally
reimburses Accenture Ltd for its expenses but does not pay Accenture Ltd any fees.
Prior to our transition to a corporate structure in fiscal 2001, we operated as a series of related partnerships and corporations
under the control of our partners. In connection with our transition to a corporate structure, our partners generally exchanged all of
their interests in these partnerships and corporations for Accenture Ltd Class A common shares or, in the case of partners in
certain countries, Accenture SCA Class I common shares or exchangeable shares issued by Accenture Canada Holdings Inc., an
indirect subsidiary of Accenture SCA. Generally, partners who received Accenture SCA Class I common shares or Accenture
Canada Holdings Inc. exchangeable shares also
13
received a corresponding number of Accenture Ltd Class X common shares, which entitle their holders to vote at Accenture Ltd
shareholder meetings but do not carry any economic rights.
In fiscal 2005, Accenture developed and announced a new, broader career model for its highest−level executives that
recognizes the diversity of roles and responsibilities demonstrated by these employees. This new career framework replaces
internal use of the “partner” title with the more comprehensive “senior executive” title and applies the “senior executive” title to
more than 4,300 of our highest−level employees, including those employees previously referred to as partners. However, for
proper context, we continue to use the term “partner” in this report to refer to these persons in certain situations related to our
reorganization and the period prior to our incorporation.
Accenture Ltd Class A Common Shares and Class X Common Shares
Each Class A common share and each Class X common share of Accenture Ltd entitles its holder to one vote on all matters
submitted to a vote of shareholders of Accenture Ltd. A holder of a Class X common share is not, however, entitled to receive
dividends or to receive payments upon a liquidation of Accenture Ltd.
Accenture Ltd may redeem, at its option, any Class X common share for a redemption price equal to the par value of the
Class X common share, or $0.0000225 per share. Accenture Ltd has separately agreed not to redeem any Class X common share
of a holder if the redemption would reduce the number of Class X common shares held by that holder to a number that is less than
the number of Accenture SCA Class I common shares or Accenture Canada Holdings Inc. exchangeable shares held by that
holder, as the case may be. Accenture Ltd will redeem Class X common shares upon the redemption or exchange of Accenture
SCA Class I common shares and Accenture Canada Holdings Inc. exchangeable shares so that the aggregate number of Class X
common shares outstanding at any time does not exceed the aggregate number of Accenture SCA Class I common shares and
Accenture Canada Holdings Inc. exchangeable shares outstanding. Class X common shares are not transferable without the
consent of Accenture Ltd.
Accenture SCA Class I Common Shares
After June 28, 2005, only our current and former senior executives and their permitted transferees continue to hold Accenture
SCA Class I common shares. Each Class I common share entitles its holder to one vote on all matters submitted to the
shareholders of Accenture SCA and entitles its holder to dividends and liquidation payments.
Subject to the transfer restrictions in Accenture SCA’s Articles of Association described below, Accenture SCA is obligated,
at the option of the holder, to redeem any outstanding Accenture SCA Class I common share at any time at a redemption price per
share generally equal to its current market value as determined in accordance with Accenture SCA’s Articles of Association.
Under Accenture SCA’s Articles of Association, the market value of a Class I common share that is not subject to transfer
restrictions will be deemed to be equal to (i) the average of the high and low sales prices of an Accenture Ltd Class A common
share as reported on the New York Stock Exchange (or on such other designated market on which the Class A common shares
trade), net of customary brokerage and similar transaction costs, or (ii) if Accenture Ltd sells its Class A common shares on the
date that the redemption price is determined (other than in a transaction with any employee or an affiliate or pursuant to a
preexisting obligation), the weighted average sales price of an Accenture Ltd Class A common share on the New York Stock
Exchange (or on such other market on which the Class A common shares primarily trade), net of customary brokerage and similar
transaction costs. See “—Restrictions on the Transfer of Certain Accenture Shares—Articles of Association of
14
Accenture SCA—Covered Person Transfer Restrictions” below for additional information on these transfer restrictions. Accenture
SCA may, at its option, pay this redemption price with cash or by delivering Accenture Ltd Class A common shares on a
one−for−one basis. This one−for−one redemption price and exchange ratio will be adjusted if Accenture Ltd holds more than a de
minimis amount of assets (other than its interest in Accenture SCA and assets it holds only transiently prior to contributing them
to Accenture SCA) or incurs more than a de minimis amount of liabilities (other than liabilities for which Accenture SCA has a
corresponding liability to Accenture Ltd). We have been advised by our legal advisors in Luxembourg that there is no relevant
legal precedent in Luxembourg quantifying or defining the term “de minimis.” In the event that a question arises in this regard,
we expect that management will interpret “de minimis” in light of the facts and circumstances existing at the time in question. At
this time, Accenture Ltd does not intend to hold any material assets other than its interest in Accenture SCA or to incur any
material liabilities such that this one−for−one redemption price and exchange ratio would require adjustment and will disclose any
change in its intentions that could affect this ratio. In order to maintain Accenture Ltd’s economic interest in Accenture SCA,
Accenture Ltd generally will acquire additional Accenture SCA common shares each time additional Accenture Ltd Class A
common shares are issued.
Accenture SCA Class II and Class III Common Shares
On June 28, 2005, Accenture SCA’s shareholders approved certain amendments to the rights of Accenture SCA Class II
common shares held by Accenture Ltd, as well as the creation of a new class of common shares known as “Class III common
shares” into which all Class I common shares held by Accenture Ltd and its affiliates were reclassified. Accenture SCA Class II
common shares and Class III common shares may not be held by any person other than the general partner of Accenture SCA and
its subsidiaries. All Class I common shares that are sold or otherwise transferred to Accenture Ltd or its subsidiaries will be
automatically reclassified into Class III common shares.
The amendments to the Class II common shares, the creation of Class III common shares (and all lettered sub−series of that
class) and the reclassification of all Class I common shares held or to be held by Accenture Ltd and its subsidiaries have no effect
on the computation of Accenture Ltd’s earnings per share.
Accenture SCA Class II common shares and Class III common shares (or any lettered sub−series of that class) are not entitled
to any cash dividends. If the Board of Directors of Accenture Ltd authorizes the payment of a cash dividend on Accenture Ltd’s
Class A common shares, Accenture Ltd, as general partner of the Company, will cause Accenture SCA to redeem Class II
common shares and Class III common shares that Accenture Ltd holds to obtain cash needed to pay dividends on its Class A
common shares. At any time that Accenture SCA pays a cash dividend on its Class I common shares, new Class II common shares
and Class III common shares will be issued to the existing holders of Class II common shares and Class III common shares, in
each case having an aggregate value of the amount of any cash dividends that the holders of those Class II or Class III common
shares would have received had they ratably participated in the cash dividend paid on the Class I common shares.
Each Class II common share entitles its holder to receive a liquidation payment equal to 10% of any liquidation payment to
which a Class I common share entitles its holder. Each Accenture SCA Class III common share entitles its holder to receive a
liquidation payment equal to 100% of any liquidation payment to which an Accenture SCA Class I common share entitles its
holder.
15
Accenture Canada Holdings Inc. Exchangeable Shares
Subject to the transfer restrictions contained in Accenture Ltd’s bye−laws described below, holders of Accenture Canada
Holdings Inc. exchangeable shares may exchange their shares for Accenture Ltd Class A common shares at any time on a
one−for−one basis. Accenture may, at its option, satisfy this exchange with cash at a price per share generally equal to the market
price of an Accenture Ltd Class A common share at the time of the exchange. Each exchangeable share of Accenture Canada
Holdings Inc. entitles its holder to receive distributions equal to any distributions to which an Accenture Ltd Class A common
share entitles its holder.
Restrictions on the Transfer of Certain Accenture Shares
Accenture Ltd Bye−Laws
Covered Person Transfer Restrictions. Accenture Ltd’s bye−laws contain transfer restrictions that apply to certain Accenture
current and former senior executives who hold Accenture Ltd Class A common shares. We refer to these persons as “covered
persons.” The Accenture Ltd shares covered by the transfer restrictions generally include any Accenture Ltd Class A common
shares beneficially owned by a senior executive at the time in question and also as of or prior to the initial public offering of the
Accenture Ltd Class A common shares in July 2001. We refer to the shares covered by these transfer restrictions as “covered
shares.” Covered shares are no longer subject to these transfer restrictions upon their valid transfer by a covered person. Accenture
Ltd’s bye−laws provide that each covered person is required, among other things, to:
• except as described below, maintain beneficial ownership of his or her covered shares received on or prior to July 24, 2001
for a period of eight years thereafter;
• maintain beneficial ownership of at least 25% of his or her covered shares received on or prior to July 24, 2001 as long as he
or she is an employee of Accenture; and
• comply with certain additional transfer restrictions imposed by or with the consent of Accenture from time to time, including
in connection with offerings of securities by Accenture Ltd.
Notwithstanding the transfer restrictions described in the immediately preceding paragraph:
• Covered persons who continue to be employees of Accenture are permitted to transfer a percentage of the covered shares
received by them on or prior to July 24, 2001 and owned by them as follows:
Cumulative percentage of shares
permitted to be transferred
Years after July 24, 2001
10%
25%
35%
45%
55%
65%
75%
100%
1 year
2 years
3 years
4 years
5 years
6 years
7 years
The later of (a) 8 years or (b) end of employment by Accenture
16
• Covered persons retiring from Accenture at the age of 50 or above are permitted to transfer covered shares they own on an
accelerated basis as follows:
Age at retirement
Percentage of remaining
transfer restricted shares
permitted to be transferred
56 or older
55
54
53
52
51
50
100%
87.5%
75%
62.5%
50%
37.5%
25%
• In addition, a retired senior executive who reaches the age of 56 is permitted to transfer any covered shares he or she owns.
Any remaining shares owned by retiring senior executives for which transfer restrictions are not released on an accelerated
basis will be eligible to be transferred as if the retiring senior executive continued to be employed by Accenture.
• Covered persons who became disabled before our transition to a corporate structure are permitted to transfer all of their
covered shares. Current and former senior executives who have become disabled since our transition to a corporate structure
are subject to the general transfer restrictions applicable to employees or, if disabled after the age of 50, benefit from the
accelerated lapses of transfer restrictions applicable to retired senior executives.
All transfer restrictions applicable to a covered person under Accenture Ltd’s bye−laws terminate upon death.
If Accenture approves in writing a covered person’s pledge of his covered shares to a lender, foreclosures by the lender on
those shares, and any subsequent sales of those shares by the lender, are not restricted, provided that the lender must give
Accenture a right of first refusal to buy any shares at the market price before they are sold by the lender.
Notwithstanding the transfer restrictions described in this summary, Accenture Ltd Class X common shares may not be
transferred at any time, except upon the death of a holder of Class X common shares or with the consent of Accenture Ltd.
Accenture Canada Holdings Inc. exchangeable shares held by covered persons are also subject to the transfer restrictions in
Accenture Ltd’s bye−laws.
Term and Amendment. The transfer restrictions in Accenture Ltd’s bye−laws will not terminate unless they have been
previously waived or terminated under the terms of the bye−laws. Amendment of the transfer restrictions in Accenture Ltd’s
bye−laws requires the approval of the Board of Directors of Accenture Ltd and a majority vote of Accenture Ltd’s shareholders.
Waivers and Adjustments. The transfer restrictions and the other provisions of Accenture Ltd’s bye−laws may be waived at
any time by the Board of Directors of Accenture Ltd or its designees to permit covered persons to:
• participate as sellers in underwritten public offerings of common shares and tender and exchange offers and share purchase
programs by Accenture;
• transfer covered shares in family or charitable transfers;
17
• transfer covered shares held in employee benefit plans; and
• transfer covered shares in particular situations (for example, to immediate family members and trusts).
Subject to the foregoing, from time to time, pursuant to the provisions of Accenture Ltd’s bye−laws, the Board of Directors of
Accenture Ltd or its designees may also approve limited relief from the existing share transfer restrictions for specified senior
executives or groups of senior executives in connection with particular retirement, employment and severance arrangements that
are determined to be in the best interests of the Company.
Administration and Resolution of Disputes. The terms and provisions of Accenture Ltd’s bye−laws are administered by the
Board of Directors of Accenture Ltd. The Board of Directors of Accenture Ltd or its designees have the sole power to enforce the
provisions of the bye−laws.
Articles of Association of Accenture SCA
General. Except in the case of a redemption of Class I common shares or a transfer of Class I common shares to Accenture
Ltd or one of its subsidiaries, Accenture SCA’s Articles of Association provide that Accenture SCA Class I common shares may
be transferred only with the consent of Accenture Ltd, as the general partner of Accenture SCA.
Covered Person Transfer Restrictions. In addition, Accenture SCA’s Articles of Association also contain transfer restrictions
that apply to certain Accenture current and former senior executives who hold Accenture SCA Class I common shares and are
parties to the Accenture SCA transfer rights agreement, including redemptions by Accenture SCA and purchases by subsidiaries
of Accenture Ltd. We refer to these persons as “covered persons.” The shares covered by these transfer restrictions generally
include all Class I common shares owned by a covered person. We refer to the shares covered by these transfer restrictions as
“covered shares.” Covered shares are no longer subject to these transfer restrictions upon their valid transfer by a covered person.
Accenture SCA’s Articles of Association provide that each covered person is required, among other things, to:
• except as described below, maintain beneficial ownership of his or her covered shares received on or prior to July 24, 2001
for a period of eight years thereafter;
• maintain beneficial ownership of at least 25% of his or her covered shares received on or prior to July 24, 2001 as long as he
or she is an employee of Accenture; and
• comply with certain other transfer restrictions when requested to do so by Accenture. See “—Other Restrictions.”
18
Notwithstanding the transfer restrictions described in the immediately preceding paragraph:
• Covered persons who continue to be employees of Accenture are permitted to transfer a percentage of the covered shares
received by them on or prior to July 24, 2001 and owned by them commencing on July 24, 2002 as follows:
Cumulative percentage of shares
permitted to be transferred
Years after July 24, 2001
35%
45%
55%
65%
75%
100%
3 years
4 years
5 years
6 years
7 years
The later of (a) 8 years or (b) end of employment by Accenture
• Covered persons retiring at the age of 50 or above or who become disabled are granted accelerations of these provisions on
terms identical to those applicable to Accenture Ltd Class A common shares held by covered persons and described under
“—Accenture Ltd Bye−laws—Covered Person Transfer Restrictions” above.
All transfer restrictions applicable to a covered person under Accenture SCA’s Articles of Association terminate upon death.
Term and Amendment. The transfer restrictions contained in Accenture SCA’s Articles of Association will not terminate
unless they have been previously waived or terminated under the terms of the Articles of Association. Amendment of the transfer
restrictions in Accenture SCA’s Articles of Association requires the consent of Accenture SCA’s general partner and the approval
at a general meeting of shareholders.
Other Restrictions. In addition to the foregoing, all holders of Class I common shares are precluded from having their shares
redeemed by Accenture SCA or transferred to Accenture SCA, Accenture Ltd or a subsidiary of Accenture Ltd at any time or
during any period when Accenture SCA determines, based on the advice of counsel, that there is material non−public information
that may affect the average price per share of Accenture Ltd Class A common shares, if the redemption would be prohibited by
applicable law, during an underwritten offering due to an underwriters lock−up or during the period from the announcement of a
tender offer by Accenture SCA or its affiliates for Accenture SCA Class I common shares until the expiration of ten business days
after the termination of the tender offer (other than to tender the holder’s Accenture SCA Class I common shares in the tender
offer).
Administration and Resolution of Disputes. The terms and provisions of Accenture SCA’s Articles of Association are
administered by the supervisory board of Accenture SCA, which consists of at least three members, each elected by a simple
majority vote of each general meeting of shareholders of Accenture SCA.
Expiration of the Share Management Plan
In April 2002 we introduced our Share Management Plan for current and former senior executives. Coupled with the transfer
restrictions imposed in connection with our transition to a corporate structure, our Share Management Plan transactions and
programs have been effective in increasing our public float and broadening the ownership of Accenture Ltd Class A common
shares, while providing for the orderly entry of our shares held by our current and former senior executives
19
and their permitted transferees into the market. On July 24, 2005, certain restrictions contained in Accenture Ltd’s bye−laws and
Accenture SCA’s Articles of Association that provided the basis for our Share Management Plan expired. For more historical
information about the Share Management Plan, see the “Certain Transactions and Relationships” section in our Annual Report on
Form 10−K for the fiscal year ended August 31, 2004 filed with the SEC on November 5, 2004.
Accenture Senior Executive Trading Policy
In July 2005, we implemented a Senior Executive Trading Policy applicable to our senior executives which provides, among
other things, that all covered shares still held by actively employed senior executives but which are no longer restricted by transfer
restrictions will be subject to company−imposed quarterly trading guidelines. These currently limit the total number of shares
redeemed, sold or otherwise transferred in any calendar quarter to no more than a composite average weekly volume of trading in
Accenture Ltd Class A common shares. The Senior Executive Trading Policy also prohibits senior executives from trading in any
Accenture equity during any company−designated black−out period. We expect to rigorously enforce this policy. However,
sanctions under this policy may be prospective in nature and there can be no guarantee that we can prohibit all individual transfers
that may be attempted in breach of this policy. The Senior Executive Trading Policy was implemented, in part, due to the
expiration of the Share Management Plan. Since July 24, 2005, holders of covered shares have been able to individually execute
sales, redemptions or dispositions of those shares that are no longer subject to these charter provisions and, in the case of our
senior executives, in compliance with the quarterly trading guidelines contained in the Senior Executive Trading Policy.
ITEM 1A.
RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the following factors which could
materially affect our business, financial condition or future results. The risks described below are not the only risks facing us.
Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially
adversely affect our business, financial condition and/or operating results.
Risks That Relate to Our Business
Our results of operations could be negatively affected if we cannot expand and develop our services and solutions in
response to changes in technology and client demand.
Our success depends on our ability to develop and implement consulting, systems integration and technology, and outsourcing
services and solutions that anticipate and respond to rapid and continuing changes in technology, industry developments and client
needs. We may not be successful in anticipating or responding to these developments on a timely basis, and our offerings may not
be successful in the marketplace. Also, services, solutions and technologies offered by current or future competitors may make our
service or solution offerings uncompetitive or obsolete. Any one of these circumstances could have a material adverse effect on
our ability to obtain and successfully deliver client work.
20
The consulting, systems integration and technology, and outsourcing markets are highly competitive, and we might not be
able to compete effectively.
The consulting, systems integration and technology, and outsourcing markets are highly competitive. We compete with a
variety of companies with respect to our offerings, including:
• Large multinational providers, including the service arms of large global technology providers, that offer some or all of the
consulting, systems integration and technology, and outsourcing services that we do;
• Off−shore service providers in lower−cost locations, particularly Indian providers, which offer a subset of the services we
offer;
• Niche solution or service providers which compete with us in a specific geographic market, industry segment or service area,
including companies that provide new or alternative products, services or delivery models; and
• Accounting firms that are expanding or re−emphasizing their provision of consulting services.
In addition, a client may choose to use its own resources rather than engage an outside firm for the types of services we provide.
Some of our competitors may have larger customer bases and/or greater financial, marketing or other resources than we do.
Larger and better−capitalized competitors may have enhanced abilities to compete for clients and skilled professionals.
Additionally, some of our competitors, particularly those located in regions with lower costs of doing business, may be able to
provide services and solutions at lower cost than we can, particularly in the more commoditized aspects of the outsourcing and
systems integration markets. There is a risk that increased competition, particularly in the outsourcing market, could put
downward pressure on the prices we can charge for our services and on our operating margins. Similarly, if our competitors
develop and implement methodologies that yield greater efficiency and productivity, they may be able to offer services similar to
ours at lower prices without adversely affecting their profit margins. If we are unable to provide our clients with superior services
and solutions at competitive prices, our results of operations may suffer.
In addition, we may face greater competition from companies that have increased in size or scope as the result of strategic
mergers. In particular, we continue to see consolidation activity among hardware manufacturers, software developers and vendors,
and service providers. This vertical integration may result in greater convergence among previously separate technology functions
or reduced access to products, and may adversely affect our competitive position.
Our results of operations could be affected by economic and political conditions and the effects of these conditions on our
clients’ businesses and levels of business activity.
Global economic and political conditions affect our clients’ businesses and the markets they serve. A significant or prolonged
economic downturn or a negative or uncertain political climate could adversely affect our clients’ financial condition and the
levels of business activity of our clients and the industries we serve. This may reduce our clients’ demand for our services or
depress pricing of those services and have a material adverse effect on our results of operations. Changes in global economic
conditions could also shift demand to services for which we do not have competitive advantages, and this could negatively affect
the amount of business that we are able to obtain.
21
Our work with government clients exposes us to additional risks inherent in the government contracting process.
Our clients include national, provincial, state and local governmental entities. Our government work carries various risks
inherent in the government contracting process. These risks include, but are not limited to, the following:
• Government entities typically fund projects through appropriated monies. While these projects are often planned and
executed as multi−year projects, the government entities usually reserve the right to change the scope of or terminate these
projects for lack of approved funding and at their convenience. Changes in government or political developments could
result in charges in scope or in termination of our projects.
• Government entities often reserve the right to audit our contract costs, including allocated indirect costs, and conduct
inquiries and investigations of our business practices with respect to our government contracts. If the client finds that the
costs are not reimbursable, then we will not be allowed to bill for them, or the cost must be refunded to the client if it has
already been paid to us. Findings from an audit also may result in our being required to prospectively adjust previously
agreed rates for our work and may affect our future margins.
• If a government client discovers improper or illegal activities in the course of audits or investigations, we may become
subject to various civil and criminal penalties and administrative sanctions, which may include termination of contracts,
forfeiture of profits, suspension of payments, fines and suspensions or debarment from doing business with other agencies of
that government. The inherent limitations of internal controls may not prevent or detect all improper or illegal activities,
regardless of their adequacy.
• Government contracts, and the proceedings surrounding them, are often subject to more extensive scrutiny and publicity than
contracts with commercial clients. Negative publicity related to our government contracts, regardless of its accuracy, may
further damage our business by affecting our ability to compete for new contracts.
• Political and economic factors such as pending elections, revisions to governmental tax policies and reduced tax revenues
can affect the number and terms of new government contracts signed.
• Terms and conditions of government contracts tend to be more onerous and are often more difficult to negotiate than those
for commercial contracts.
The occurrences or conditions described above could affect not only our business with the particular government agency
involved, but also our business with other agencies of the same or other governmental entities. Additionally, because of their
visibility and political nature, government projects may present a heightened risk to our reputation. Either of these could have a
material adverse effect on our business or our results of operations.
Our business could be adversely affected if our clients are not satisfied with our services.
Our business model depends in large part on our ability to attract new work from our base of existing clients, at times on a sole
source basis. If a client is not satisfied with our services or solutions, including those of subcontractors we employ, the
profitability of that work might be impaired and the client’s dissatisfaction with our services could damage our ability to obtain
additional work from that client. In particular, clients that are not satisfied might seek to terminate
22
existing contracts prior to their scheduled expiration date and could direct future business to our competitors. In addition, negative
publicity related to our client relationships, regardless of its accuracy, may further damage our business by affecting our ability to
compete for new contracts with current and prospective clients.
Our business could be negatively affected if we incur legal liability in connection with providing our solutions and services.
If we fail to meet our contractual obligations, fail to disclose our financial or other arrangements with our alliance partners or
otherwise breach obligations to clients, or if our subcontractors dispute the terms of our agreements with them, we could be
subject to legal liability. We may enter into non−standard agreements because we perceive an important economic opportunity or
because our personnel did not adequately adhere to our guidelines. We may find ourselves committed to providing services that
we are unable to deliver or whose delivery will cause us financial loss. If we cannot or do not perform our obligations we could
face legal liability and our contracts might not always protect us adequately through limitations on the scope of our potential
liability. If we cannot meet our contractual obligations to provide solutions and services, and if our exposure is not adequately
limited through the terms of our agreements, then we might face significant legal liability and our business could be adversely
affected.
Our results of operations could be adversely affected if our clients terminate their contracts with us on short notice.
Our clients typically retain us on a non−exclusive, project−by−project basis. Although we do not centrally track the
termination provisions of our contracts, we estimate that the majority of our contracts can be terminated by our clients with short
notice. A majority of our consulting contracts are less than 12 months in duration, and these shorter−duration contracts typically
permit a client to terminate the agreement with as little as 30 days notice and without significant penalty. Longer−term, larger and
more complex contracts, such as the majority of our outsourcing contracts, generally require a longer notice period for termination
and often include an early termination charge to be paid to us, but this charge might not be sufficient to cover our costs or make
up for anticipated profits lost upon termination of the contract. Additionally, large client projects often involve multiple contracts
or stages, and a client could choose not to retain us for additional stages of a project, try to renegotiate the terms of its contract or
cancel or delay additional planned work.
Terminations, cancellations or delays could result from factors that are beyond our control and unrelated to our work product
or the progress of the project, including the business or financial conditions of the client, changes in client strategies or the
economy generally. When contracts are terminated, we lose the anticipated revenues and might not be able to eliminate associated
costs in a timely manner. Consequently, our profit margins in subsequent periods could be lower than expected.
Outsourcing services are a significant part of our business and subject us to operational and financial risk.
We earned approximately 40% of our revenues before reimbursements in fiscal 2006 from our outsourcing services. This
portion of our business presents potential operational and financial risks that are different from those of our consulting, technology
and systems integration services. In many cases, we take over the operation of certain portions of our clients’ businesses, and
client personnel and contracts are sometimes transferred to us. In some cases, this could mean that we assume responsibility for
portions of our clients’ personnel, staffing, overhead and similar needs but might not have full ability to control the work and
efforts of client personnel or their subcontractors. In addition,
23
we could incur liability for failure to comply with laws or regulations related to the portions of our clients’ businesses that are
transferred to us.
This type of work also presents financial risks to us. Outsourcing contracts typically have longer terms than consulting
contracts and generally have lower gross margins than consulting contracts, particularly in the first year. This could exert
downward pressure on our overall gross margins, particularly during the early stages of new outsourcing contracts, which might
not be offset by improved performance on older outsourcing contracts in our portfolio. In addition, we face considerable
competition for outsourcing work and our clients are increasingly using intensive contracting processes and aggressive contracting
techniques, sometimes assisted by third−party advisors.
We could be subject to liabilities if our subcontractors or the third parties with whom we partner cannot deliver their
project contributions on time or at all.
Increasingly large and complex arrangements often require that we utilize subcontractors or that our services and solutions
incorporate or coordinate with the software, systems or infrastructure requirements of other vendors and service providers. Our
ability to serve our clients and deliver and implement our solutions in a timely manner depends on the ability of these
subcontractors, vendors and service providers to meet their project obligations in a timely manner. The quality of our services and
solutions could suffer if our subcontractors or the third parties with whom we partner do not deliver their products and services in
accordance with project requirements. In addition, certain work requires the use of unique and complex structures and alliances.
Some of these structures require us to assume responsibility to the client for the performance of third parties whom we do not
control. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Off−Balance Sheet
Arrangements.” If our subcontractors or these third parties fail to deliver their contributions on time or at all, if their contributions
do not meet project requirements, or if we are unable to obtain reimbursement for liabilities of third parties that we have assumed,
our ability to perform could be adversely affected or we might be subject to additional liabilities, which could have a material
adverse effect on our business, revenues, profitability or cash flow.
Our results of operations may be affected by the rate of growth in the use of technology in business and the type and level
of technology spending by our clients.
Our business depends in part upon continued growth in the use of technology in business by our clients and prospective clients
and their customers and suppliers. In challenging economic environments, our clients may reduce or defer their spending on new
technologies in order to focus on other priorities. At the same time, many companies have already invested substantial resources
in their current means of conducting commerce and exchanging information, and they may be reluctant or slow to adopt new
approaches that could disrupt existing personnel, processes and infrastructures. If the growth of use of technology in business or
our clients’ spending on technology in business declines, or if we cannot convince our clients or potential clients to embrace new
technology solutions, our results of operations could be adversely affected.
Our profitability could suffer if we are not able to maintain favorable pricing rates.
Our profit margin, and therefore our profitability, is dependent on the rates we are able to recover for our services. If we are
not able to maintain favorable pricing for our services, our profit
24
margin and our profitability could suffer. The rates we are able to recover for our services are affected by a number of factors,
including:
• our clients’ perceptions of our ability to add value through our services;
• competition;
• introduction of new services or products by us or our competitors;
• our competitors’ pricing policies;
• our ability to accurately estimate, attain and sustain contract revenues, margins and cash flows over increasingly longer
contract periods;
• bid practices of clients and their use of third−party advisors;
• the use by our competitors and our clients of off−shore resources to provide lower−cost service delivery capabilities; and
• general economic and political conditions.
Our profitability could suffer if we are not able to maintain favorable utilization rates.
The cost of providing our services, including the utilization rate of our professionals, affects our profitability. If we are not
able to maintain an appropriate utilization rate for our professionals, our profit margin and our profitability may suffer. Our
utilization rates are affected by a number of factors, including:
• our ability to transition employees from completed projects to new assignments and to hire and assimilate new employees;
• our ability to forecast demand for our services and thereby maintain an appropriate headcount in each of our geographies and
workforces;
• our ability to manage attrition; and
• our need to devote time and resources to training, professional development and other non−chargeable activities.
If our pricing structures do not accurately anticipate the cost and complexity of performing our work, then our contracts
could be unprofitable.
We negotiate pricing terms with our clients utilizing a range of pricing structures and conditions. Depending on the particular
contract, these include time−and−materials pricing, fixed−price pricing, and contracts with features of both of these pricing
models. Our pricing is highly dependent on our internal forecasts and predictions about our projects and the marketplace, which
might be based on limited data and could turn out to be inaccurate or used ineffectively. If we do not accurately estimate the costs
and timing for completing projects, our contracts could prove unprofitable for us or yield lower profit margins than anticipated.
We could face greater risk when pricing our outsourcing contracts, as many of our outsourcing projects entail the coordination of
operations and workforces in multiple locations, utilizing workforces with different skillsets and competencies and geographically
distributed service centers. Furthermore, on outsourcing work we occasionally hire employees from our clients and assume
responsibility for one or more of our clients’ business processes. Our pricing, cost and profit margin estimates on outsourcing
work frequently include anticipated long−term cost savings from transformational and other initiatives that we expect to achieve
and sustain over the life of the outsourcing contract. There is a risk that we will underprice our contracts or fail to accurately
25
estimate the costs of performing the work. In particular, any increased or unexpected costs, delays or failures to achieve
anticipated cost savings in connection with the performance of this work, including delays caused by factors outside our control,
could make these contracts less profitable or unprofitable, which would have an adverse effect on our profit margin.
Many of our contracts utilize performance pricing that links some of our fees to the attainment of various performance or
business targets. This could increase the variability of our revenues and margins.
We have an increasing number of contracts, many of which are outsourcing contracts, that include incentives related to factors
such as costs incurred, benefits produced, goals attained and adherence to schedule. Many of our contracts, including business
transformation outsourcing contracts, provide that payment of all or a portion of our fees is contingent upon our clients meeting
revenue−enhancement, cost−saving or other contractually defined goals that are complex and often dependent in some measure on
our clients’ actual levels of business activity. These provisions could increase the variability in revenues and margins earned on
those contracts. We estimate that a majority of our contracts include pricing terms that condition some or all of our fees on the
achievement of contractually defined goals.
Our alliance relationships may not be successful.
We have alliances with companies whose capabilities complement our own. See “Business— Alliances.” As most of our
alliance relationships are non−exclusive, our alliance partners are not prohibited from forming closer or preferred arrangements
with our competitors. Loss of or limitations on our relationships with them could adversely affect our financial condition and
results of operations.
Our global operations are subject to complex risks, some of which might be beyond our control.
We have offices and operations in 49 countries around the world and provide services to clients in more than 75 countries. In
fiscal 2006, approximately 46% of our revenues before reimbursements were attributable, based upon where client services are
supervised, to our activities in our Americas region, 46% were attributable to our activities in our Europe, Middle East and Africa
region (“EMEA”), and 8% were attributable to our activities in our Asia Pacific region. In addition, our Global Delivery Network
comprises local Accenture professionals working at client sites around the world in tandem with professionals resident in other
countries located in more than 40 delivery centers. If we are unable to manage the risks of our global operations, including
fluctuations in foreign exchange and inflation rates, international hostilities, terrorism, natural disasters, security breaches, failure
to maintain compliance with our clients control requirements and multiple legal and regulatory systems, our results of operations
could be adversely affected.
Our operating results may be adversely affected by fluctuations in foreign currency exchange rates. Although we report our
operating results in U.S. dollars, a significant percentage of our revenues before reimbursements is denominated in currencies
other than the U.S. dollar. Fluctuations in foreign currency exchange rates can have a number of adverse effects on us. Because
our consolidated financial statements are presented in U.S. dollars, we must translate revenues, expenses and income, as well as
assets and liabilities, into U.S. dollars at exchange rates in effect during or at the end of each reporting period. Therefore, changes
in the value of the U.S. dollar against other major currencies will affect our revenues before reimbursements, operating income
and the value of balance−sheet items originally denominated in other currencies. Declines in the value of other currencies against
the U.S. dollar could cause our consolidated earnings stated in U.S. dollars to be lower than
26
our consolidated earnings in local currency terms and could decrease the profitability of our contracts that are denominated in
those currencies. There is no guarantee that our financial results will not be adversely affected by currency exchange rate
fluctuations or that any efforts by us to engage in currency hedging activities would be effective. In addition, in some countries we
could be subject to strict restrictions on the movement of cash and the exchange of foreign currencies, which could limit our
ability to use this cash across our global operations. Finally, as we continue to leverage our global delivery model, more of our
expenses are incurred in currencies other than those in which we bill for the related services. An increase in the value of certain
currencies, such as the Indian rupee, against the U.S. dollar could increase costs for delivery of services at off−shore sites by
increasing labor and other costs that are denominated in local currency.
International hostilities, terrorist activities, natural disasters and infrastructure disruptions could prevent us from effectively
serving our clients and thus adversely affect our operating results. Acts of terrorist violence — such as those of recent years in the
United States, Spain and England — armed regional and international hostilities and international responses to these hostilities,
natural disasters, global health risks or pandemics or the threat of or perceived potential for these events, could have a negative
impact on us. These events could adversely affect our clients’ levels of business activity and precipitate sudden significant
changes in regional and global economic conditions and cycles. These events also pose significant risks to our people and to
physical facilities and operations around the world, whether the facilities are ours or those of our alliance partners or clients. By
disrupting communications and travel and increasing the difficulty of obtaining and retaining highly skilled and qualified
personnel, these events could make it difficult or impossible for us to deliver services to our clients. Extended disruptions of
electricity, other public utilities or network services at our facilities, as well as system failures at, or security breaches in, our
facilities or systems, could also adversely affect our ability to serve our clients. While we plan and prepare to defend against each
of these occurrences, we might be unable to protect our people, facilities and systems against all such occurrences. We generally
do not have insurance for losses and interruptions caused by terrorist attacks, conflicts and wars. If these disruptions prevent us
from effectively serving our clients, our operating results could be adversely affected.
We could have liability or our reputation could be damaged if we do not protect client data or information systems or if our
information systems are breached. We are dependent on information technology networks and systems to process, transmit and
store electronic information and to communicate among our locations around the world and with our alliance partners and clients.
Security breaches of this infrastructure could lead to shutdowns or disruptions of our systems and potential unauthorized
disclosure of confidential information. We are also required at times to manage, utilize and store sensitive or confidential client or
employee data. As a result, we are subject to numerous U.S. and foreign jurisdiction laws and regulations designed to protect this
information, such as the European Union Directive on Data Protection and various U.S. federal and state laws governing the
protection of health or other individually identifiable information. If any person, including any of our employees, negligently
disregards or intentionally breaches our established controls with respect to such data or otherwise mismanages or misappropriates
that data, we could be subject to monetary damages, fines and/or criminal prosecution. Unauthorized disclosure of sensitive or
confidential client or employee data, whether through systems failure, employee negligence, fraud or misappropriation, could
damage our reputation and cause us to lose clients. Similarly, unauthorized access to or through our information systems or those
we develop for our clients, whether by our employees or third parties, could result in negative publicity, legal liability and damage
to our reputation.
We could incur liability or our reputation could be damaged if our provision of services and solutions to our clients
contributes to our clients’ internal control deficiencies. Our clients may request
27
that we provide an audit of control activities we perform for them when we host or process data belonging to them. Our ability to
acquire new clients and retain existing clients may be adversely affected and our reputation could be harmed if we receive a
qualified opinion, or if we cannot obtain an unqualified opinion in a timely manner. Additionally, we could incur liability if a
process we manage for a client were to result in internal controls failures or impair our client’s ability to comply with its own
internal control requirements.
Our global operations expose us to numerous and sometimes conflicting legal and regulatory requirements, and violation of
these regulations could harm our business. Because we provide services to clients in more than 75 countries, we are subject to
numerous, and sometimes conflicting, legal regimes on matters as diverse as import/export controls, content requirements, trade
restrictions, tariffs, taxation, sanctions, government affairs, internal and disclosure control obligations, data privacy and labor
relations. Violations of these regulations in the conduct of our business could result in fines, criminal sanctions against us or our
officers, prohibitions on doing business and damage to our reputation. Violations of these regulations in connection with the
performance of our obligations to our clients also could result in liability for monetary damages, fines and/or criminal prosecution,
unfavorable publicity, restrictions on our ability to process information and allegations by our clients that we have not performed
our contractual obligations. Due to the varying degrees of development of the legal systems of the countries in which we operate,
local laws might be insufficient to protect our rights.
Legislation related to certain non−U.S. corporations has been enacted in various jurisdictions in the United States, none of
which adversely affects Accenture. However, additional legislative proposals remain under consideration in various legislatures
which, if enacted, could limit or even prohibit our eligibility to be awarded state or Federal government contracts in the United
States in the future. Changes in laws and regulations applicable to foreign corporations could also mandate significant and costly
changes to the way we implement our services and solutions, such as preventing us from using off−shore resources to provide our
services, or could impose additional taxes on the provision of our services and solutions. These changes could threaten our ability
to continue to serve certain markets.
In many parts of the world, including countries in which we operate, practices in the local business community might not
conform to international business standards and could violate anticorruption regulations, including the U.S. Foreign Corrupt
Practices Act, which prohibits giving anything of value intended to influence the awarding of government contracts. Although we
have policies and procedures to ensure legal and regulatory compliance, our employees, subcontractors and agents could take
actions that violate these requirements. Violations of these regulations could subject us to criminal or civil enforcement actions,
including fines and suspension or disqualification from U.S. federal procurement contracting, any of which could have a material
adverse effect on our business.
Our profitability could suffer if we are not able to control our costs.
Our ability to control our costs and improve our efficiency affects our profitability. As the continuation of pricing pressures
could result in permanent changes in pricing policies and delivery capabilities, we must continuously improve our management of
costs. Our short−term cost reduction initiatives, which focus primarily on reducing variable costs, might not be sufficient to deal
with all pressures on our pricing. Our long−term cost−reduction initiatives, which focus on global reductions in infrastructure and
other costs, rely upon our successful introduction and coordination of multiple geographic and competency workforces and a
growing number of geographically distributed delivery centers. As we increase the number of our professionals and execute our
strategies for growth, we
28
might not be able to manage significantly larger and more diverse workforces, control our costs or improve our efficiency. Despite
increased cost savings, we could experience erosion of operating income as a percentage of revenues before reimbursements if
current pricing pressures accelerate.
If we are unable to attract, retain and motivate employees or efficiently utilize their skills, we might not be able to compete
effectively and will not be able to grow our business.
Our success and ability to grow are dependent, in part, on our ability to hire, retain and motivate sufficient numbers of talented
people with the increasingly diverse skills needed to serve clients and grow our business. Competition for skilled personnel in
consulting, systems integration and technology, and outsourcing is intense at all levels of experience and seniority. We are
particularly dependent on the skills of our senior executives, and if we are not able to successfully retain and motivate our senior
executives and experienced managers, our ability to develop new business and effectively lead our current projects could be
jeopardized. At the same time, the profitability of our business model depends on our ability to effectively utilize personnel with
the right mix of skills and experience to support our projects and global delivery centers. The process of recruiting, training and
retaining employees places significant demands on our resources. There is a risk that at certain points in time and in certain
geographical regions, we will find it difficult to hire and retain a sufficient number of employees with the skills or backgrounds
we require, or that it will prove difficult to retain them in a competitive labor market. If we are unable to hire and retain sufficient
numbers of talented people, we might need to rely on subcontractors to fill certain of our labor needs, and costs for hiring
subcontractors may be greater than those for our permanent employees. If we are not successful at retaining and motivating our
senior executives, attracting and retaining other qualified employees in sufficient numbers to meet the demands of our business, or
utilizing our people effectively, then our ability to compete for and successfully complete work for our clients could be adversely
affected.
If we are unable to collect our receivables or amounts extended to our clients as financing, our results of operations could
be adversely affected.
Our business depends on our ability to successfully obtain payment from our clients on the amounts they owe us for work
performed. We evaluate the financial condition of our clients and usually bill and collect on relatively short cycles. We also
maintain reserves for uncollectible receivables. However, actual default rates on receivables could differ from those that we
currently anticipate and as a result we might need to adjust our reserves for uncollectible receivables. In limited circumstances, we
also extend financing to our clients, which we could fail to collect. At August 31, 2006, we had $263 million of client financing
outstanding. A client must meet established criteria to receive financing from us and any significant extension of credit requires
approval by senior levels of our management. However, there is no guarantee that we will accurately assess the creditworthiness
of our clients. In addition, recovery of client financing depends on our ability to complete our contractual commitments and bill
and collect our contracted revenues. If we are unable to meet our contractual requirements, client financing balances may be
uncollectible.
Tax legislation and negative publicity related to Bermuda companies could lead to an increase in our tax burden or affect
our relationships with our clients.
In 2004, the United States Congress enacted legislation relating to the tax treatment of U.S. companies that have undertaken
certain types of expatriation transactions. We do not believe this legislation applies to Accenture. However, we are not able to
predict with certainty whether the U.S. Internal Revenue Service will challenge our interpretation of the legislation, nor are we
able to
29
predict with certainty the impact of regulations or other interpretations that might be issued related to this legislation. Future
developments or the finalization of regulations or interpretations could materially increase our tax expense.
In addition, there have been, from time to time, negative comments in the media regarding companies incorporated in
Bermuda. This negative publicity could harm our reputation and impair our ability to generate new business if companies or
government agencies decline to do business with us as a result of a negative public image of Bermuda companies or the possibility
of our clients receiving negative media attention from doing business with us.
Our services or solutions could infringe upon the intellectual property rights of others or we might lose our ability to utilize
the intellectual property of others.
We cannot be sure that our services and solutions, or the solutions of others that we offer to our clients, do not infringe on the
intellectual property rights of third parties, and we could have infringement claims asserted against us or against our clients. These
claims could harm our reputation, cost us money and prevent us from offering some services or solutions. Historically in a number
of our contracts, we have agreed to indemnify our clients for any expenses or liabilities resulting from claimed infringements of
the intellectual property rights of third parties. In some instances, the amount of these indemnities could be greater than the
revenues we receive from the client. Any claims or litigation in this area, whether we ultimately win or lose, could be
time−consuming and costly, injure our reputation or require us to enter into royalty or licensing arrangements. We might not be
able to enter into these royalty or licensing arrangements on acceptable terms. If a claim of infringement were successful against
us or our clients, an injunction might be ordered against our client or our own services or operations, causing further damages.
We could lose our ability to utilize the intellectual property of others. Third−party suppliers of software, hardware or other
intellectual assets could be acquired or sued, and this could disrupt use of their products or services by Accenture and our clients.
If our ability to provide services and solutions to our clients is impaired, our operating results could be adversely affected.
We have only a limited ability to protect our intellectual property rights, which are important to our success.
Our success depends, in part, upon our ability to protect our proprietary methodologies and other intellectual property.
Existing laws of some countries in which we provide services or solutions might offer only limited protection of our intellectual
property rights. We rely upon a combination of trade secrets, confidentiality policies, nondisclosure and other contractual
arrangements, and patent, copyright and trademark laws to protect our intellectual property rights. The steps we take in this regard
might not be adequate to prevent or deter infringement or other misappropriation of our intellectual property, and we might not be
able to detect unauthorized use of, or take appropriate and timely steps to enforce, our intellectual property rights.
Depending on the circumstances, we could be required to grant a specific client greater rights in intellectual property
developed in connection with a contract than we otherwise generally do, in which case we would seek to cross−license the use of
the intellectual property. However, in certain situations, we forego rights to the use of intellectual property we help create, which
limits our ability to reuse that intellectual property for other clients. Any limitation on our ability to provide a service or solution
could cause us to lose revenue−generating opportunities and require us to incur additional expenses to develop new or modified
solutions for future projects.
30
If we are unable to manage the organizational challenges associated with the size and expansion of our company, we
might be unable to achieve our business objectives.
Since 2001, we have almost doubled the size of our workforce so that we now have approximately 140,000 employees,
located in more than 150 cities in 49 countries. Although we have altered our management processes to keep pace with our
geographical and workforce expansion, the size of our company presents significant management and organizational challenges
and these issues may become more pronounced if we continue our rate of expansion. For example, our plans call for the
establishment of multiple global delivery centers and the hiring of numerous new employees in an expansion of our offshore
workforce. It might take time for our newer employees to develop the knowledge, skills or experience that our business model
requires. Furthermore, if we continue to grow, it could become increasingly difficult to maintain our culture, effectively manage
our personnel and operations and effectively communicate to our personnel worldwide our core values, strategies and goals.
Similarly, it could become increasingly difficult to maintain common standards across an expanding enterprise or to effectively
institutionalize our know−how. Finally, the size and scope of our operations increases the possibility that an employee will engage
in unlawful or fraudulent activity, or otherwise expose the company to unacceptable business risks, despite our efforts to maintain
internal controls to prevent such instances. If we do not continue to develop and implement the right processes and tools to
manage our large and expanding enterprise, our ability to compete successfully and achieve our business objectives could be
impaired.
We might acquire other businesses or technologies, and there is a risk that we might not successfully integrate them with
our business or might otherwise fail to achieve our strategic objectives.
Although we have completed a number of relatively small acquisitions to date, our experience with acquisitions of other
businesses is limited. If we continue to acquire other businesses, we might need to dedicate additional management and other
resources to complete the transactions, which could divert our attention from other business operations. Our organizational
structure and limited experience integrating acquired businesses could also make it difficult for us to efficiently consummate these
transactions or integrate acquired businesses or technologies into our ongoing operations. Some of the challenges we could face
integrating acquired businesses or technologies include combining service delivery operations, consolidating IT and
administrative infrastructure, assimilating employees and minimizing diversion of management attention. Accordingly, we might
fail to realize the expected benefits or strategic objectives of any acquisition we undertake, which could have an adverse effect on
our revenues and profit margin or our ability to grow our business.
Risks That Relate to Ownership of Our Class A Common Shares
The share price of Accenture Ltd Class A common shares could be adversely affected from time to time by sales, or the
anticipation of future sales, of Class A common shares held by our employees and former employees.
Our employees and former employees continue to hold significant numbers of Accenture Ltd Class A common shares,
restricted share units and options, as well as other classes of stock of our subsidiaries that are exchangeable or redeemable for
Accenture Ltd Class A common shares.
A large number of shares will become freely tradable on July 24, 2009
• At the time of our transition to a corporate structure in 2001, many of our senior executives received a substantial number of
Class A common shares and/or securities that may be
31
exercisable, redeemable or exchangeable for Class A common shares or pursuant to which Class A common shares may be
delivered to such senior executives. Those shares generally remain subject to transfer restrictions that lapse with the passage
of time on an annual basis through July 24, 2009. See “Business—Organizational Structure—Restrictions on Transfer of
Certain Accenture Shares.” As of October 12, 2006, the following number of additional shares still held by our current and
former senior executives and their permitted transferees are scheduled to have transfer restrictions lapse on the dates set forth
below:
Anniversary Date
Number of additional
Accenture Ltd
Class A common shares that
are scheduled to become
available for transfer on
anniversary date
July 24, 2007
July 24, 2008
July 24, 2009
Later of July 24, 2009 or end of employment with
Accenture
Number of additional Accenture
SCA Class I common shares and
Accenture Canada Holdings Inc.
exchangeable shares that will
become available for transfer
on anniversary date
10,597,041
10,812,783
35,959,138
28,825,937
32,533,067
74,327,885
23,370,544
63,307,438
If a large number of former senior executives, or their transferees, choose to transfer their shares upon the release of transfer
restrictions on July 24, 2009, it could have an adverse impact on the share price of our Class A common shares.
We have on several occasions conducted transactions, including two discounted tender offers of Accenture SCA shares and
targeted repurchases of Accenture Ltd shares, designed to address the potential impact of the build−up of shares having transfer
restrictions that would otherwise lapse on July 24, 2009. There is no assurance that these transactions, or any other transactions we
might undertake in the future, will have the desired impact of meaningfully reducing the number of shares whose transfer
restrictions lapse on a common date.
Our Senior Executive Trading Policy might not be effective at limiting the number of shares sold
• In July 2005, we implemented a Senior Executive Trading Policy. It provides, among other things, that all shares covered by
the transfer restrictions contained in our various charter documents and still held by actively employed senior executives but
which are no longer restricted by the transfer restrictions described above will be subject to company−imposed quarterly
trading guidelines. These guidelines currently limit the total number of shares redeemed, sold or otherwise transferred in any
calendar quarter to no more than a composite average weekly volume of trading in Accenture Ltd Class A common shares.
The policy guidelines are not legal or contractual restrictions, however, and there is a risk that the internal sanctions
available to us might not adequately dissuade individual employees from attempting transfers in excess of the amounts
permitted under the policy. Additionally, there is a risk that this policy creates an adverse incentive for some senior
executives to retire or to terminate their Accenture employment in order to sell unrestricted shares that would otherwise be
governed by these quarterly trading guidelines. This could have an adverse effect on our ability to retain talented and
experienced senior executives.
32
The sale of shares issued under our 2001 Share Incentive Plan could have an adverse effect on our share price
• As of October 12, 2006, a total of 48,323,627 of our Class A common shares underlying restricted share units were
scheduled to be delivered during the calendar years indicated below:
Calendar Year
Number of Shares
2006
2007
2008
2009
2010 and after
304,439
8,222,442
6,626,615
12,508,826
20,661,305
Although the holders may choose to defer delivery of some of these shares for tax purposes, it is foreseeable that a
significant number of these shares could be sold on the open markets following their delivery.
• In addition, as of October 12, 2006, a total of 55,037,422 Accenture Ltd Class A common shares were issuable pursuant to
options, of which options to purchase an aggregate of 44,198,638 Class A common shares were exercisable and options to
purchase an aggregate of 10,838,784 Class A common shares are scheduled to become exercisable during the calendar years
indicated below:
Calendar Year
Number of Shares
2006
2007
After 2007
73,894
8,088,889
2,676,001
Upon delivery of restricted stock, or exercise of employee stock options, under our 2001 Stock Incentive Plan, our
employees or former employees may choose to sell a significant number of our shares in open market transactions. There is a risk
that this could put additional downward pressure on the price of our Class A common stock.
Our share price has fluctuated in the past and could continue to fluctuate, including in response to variability in revenues,
operating results and profitability, and as a result our share price could be difficult to predict.
Our share price has fluctuated in the past and could continue to fluctuate in the future in response to various factors. These
factors include:
• announcements by us or our competitors about developments in our business or prospects;
• projections or speculation about our business or that of our competitors by the media or investment analysts;
• changes in macroeconomic or political factors unrelated to our business;
• general or industry−specific market conditions or changes in financial markets; and
• changes in our revenues, operating results and profitability.
33
Our revenues, operating results and profitability have varied in the past and are likely to vary significantly from quarter to
quarter in the future, making them difficult to predict. Some of the factors that could cause our revenues, operating results and
profitability to vary include:
• seasonality, including number of workdays and holiday and summer vacations;
• the business decisions of our clients regarding the use of our services;
• periodic differences between our clients’ estimated and actual levels of business activity associated with ongoing work;
• the stage of completion of existing projects and/or their termination;
• our ability to transition employees quickly from completed to new projects;
• the introduction of new products or services by us or our competitors;
• changes in our pricing policies or those of our competitors;
• our ability to manage costs, including those for personnel, support services and severance;
• our ability to maintain an appropriate headcount in each of our workforces;
• acquisition and integration costs related to possible acquisitions of other businesses;
• changes in, or the application of changes in, accounting principles or pronouncements under U.S. generally accepted
accounting principles, particularly those related to revenue recognition;
• currency exchange rate fluctuations;
• changes in estimates, accruals or payments of variable compensation to our employees; and
• global, regional and local economic and political conditions and related risks, including acts of terrorism.
As a result of any of these factors, our share price could be difficult to predict and our share price in the past might not be a
good indicator of the price of our shares in the future. In addition, if litigation is instituted against us following variability in our
share price, we might need to devote substantial time and resources to responding to the litigation, and our share price could be
adversely affected.
Our share price could be adversely affected if we are unable to maintain effective internal controls.
We are required to provide a report from management to our shareholders on our internal control over financial reporting that
includes an assessment of the effectiveness of these controls. Internal control over financial reporting has inherent limitations,
including human error, the possibility that controls could be circumvented or become inadequate because of changed conditions,
and fraud. Because of these inherent limitations, internal control over financial reporting might not prevent or detect all
misstatements or fraud. If we cannot maintain and execute adequate internal control over financial reporting or implement
required new or improved controls that provide reasonable assurance of the reliability of the financial reporting and preparation of
our financial statements for external use, we could suffer harm to our reputation, fail to meet our public reporting requirements on
a timely basis, or be unable to properly report on our business and the results of our operations and the market price of our
securities could be materially adversely affected.
34
We are registered in Bermuda and a significant portion of our assets are located outside the United States. As a result, it
might not be possible for shareholders to enforce civil liability provisions of the Federal or state securities laws of the
United States.
We are organized under the laws of Bermuda, and a significant portion of our assets are located outside the United States. It
might not be possible to enforce court judgments obtained in the United States against us in Bermuda or in countries other than in
the United States where we have assets based on the civil liability provisions of the Federal or state securities laws of the United
States. In addition, there is some doubt as to whether the courts of Bermuda and other countries would recognize or enforce
judgments of U.S. courts obtained against us or our directors or officers based on the civil liabilities provisions of the Federal or
state securities laws of the United States or would hear actions against us or those persons based on those laws. We have been
advised by our legal advisors in Bermuda that the United States and Bermuda do not currently have a treaty providing for the
reciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a final judgment for the payment
of money rendered by any Federal or state court in the United States based on civil liability, whether or not based solely on
U.S. Federal or state securities laws, would not automatically be enforceable in Bermuda. Similarly, those judgments might not be
enforceable in countries other than in the United States where we have assets.
Bermuda law differs from the laws in effect in the United States and might afford less protection to shareholders.
Our shareholders could have more difficulty protecting their interests than would shareholders of a corporation incorporated in
a jurisdiction of the United States. As a Bermuda company, we are governed by the Companies Act 1981 of Bermuda. The
Companies Act differs in some material respects from laws generally applicable to U.S. corporations and shareholders, including
the provisions relating to interested directors, mergers and acquisitions, takeovers, shareholder lawsuits and indemnification of
directors.
Under Bermuda law, the duties of directors and officers of a company are generally owed to the company only. Shareholders
of Bermuda companies do not generally have rights to take action against directors or officers of the company, and may only do
so in limited circumstances. Officers of a Bermuda company must, in exercising their powers and performing their duties, act
honestly and in good faith with a view to the best interests of the company and must exercise the care and skill that a reasonably
prudent person would exercise in comparable circumstances. Directors have a duty not to put themselves in a position in which
their duties to the company and their personal interests might conflict and also are under a duty to disclose any personal interest in
any contract or arrangement with the company or any of its subsidiaries. If a director or officer of a Bermuda company is found to
have breached his duties to that company, he could be held personally liable to the company in respect of that breach of duty. A
director may be liable jointly and severally with other directors if it is shown that the director knowingly engaged in fraud or
dishonesty. In cases not involving fraud or dishonesty, the liability of the director will be determined by the Bermuda courts on
the basis of their estimation of the percentage of responsibility of the director for the matter in question, in light of the nature of
the conduct of the director and the extent of the causal relationship between his conduct and the loss suffered.
35
We might be unable to access additional capital on favorable terms or at all. If we raise equity capital, it may dilute our
shareholders’ ownership interest in us.
We might need to raise additional funds through public or private debt or equity financings in order to:
• take advantage of opportunities, including more rapid expansion;
• acquire complementary businesses or technologies;
• develop new services and solutions; or
• respond to competitive pressures.
Any additional capital raised through the sale of equity could dilute shareholders’ ownership percentage in us. Furthermore,
any additional financing we need might not be available on terms favorable to us, or at all.
ITEM 1B.
UNRESOLVED STAFF COMMENTS
None.
ITEM 2.
PROPERTIES
We have major offices in the world’s leading business centers, including New York, London, Frankfurt, Paris, Madrid,
Chicago, Milan, Tokyo, Sao Paolo, Rome, Bangalore, San Francisco, Sydney, Manila and Boston, among others. In total, we have
offices and operations in more than 150 cities in 49 countries around the world. We do not own any material real property.
Substantially all of our office space is leased under long−term leases with varying expiration dates. We believe that our facilities
are adequate to meet our needs in the near future.
ITEM 3.
LEGAL PROCEEDINGS
We are involved in a number of judicial and arbitration proceedings concerning matters arising in the ordinary course of our
business. We do not expect that any of these matters, individually or in the aggregate, will have a material impact on our results of
operations or financial condition.
As previously reported in July 2003, we became aware of an incident of possible noncompliance with the Foreign Corrupt
Practices Act and/or with Accenture’s internal controls in connection with certain of our operations in the Middle East. In 2003,
we voluntarily reported the incident to the appropriate authorities in the United States promptly after its discovery. Shortly
thereafter, the SEC advised us it would be undertaking an informal investigation of this incident, and the U.S. Department of
Justice indicated it would also conduct a review. Since that time, there have been no further developments. We do not believe that
this incident will have any material impact on our results of operations or financial condition.
We currently maintain the types and amounts of insurance customary in the industries and countries in which we operate,
including coverage for professional liability, general liability and management liability. We consider our insurance coverage to be
adequate both as to the risks and amounts for the businesses we conduct.
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders of Accenture Ltd or Accenture SCA during the fourth quarter of fiscal
2006.
36
Executive Officers of the Registrant
Our executive officers and persons chosen to become executive officers as of the date hereof are as follows:
Kevin Campbell, 46, became our group chief executive—Outsourcing in September 2006, after serving as our senior
managing director—Business Process Outsourcing beginning in February 2005. Previously, he served as the vice president of
global sales at Hewitt Associates from September 2004 to February 2005, and as president and chief operating officer of Exult
Inc. from May 2000 to September 2004, when Exult merged with Hewitt. Mr. Campbell was previously employed by Accenture
from 1982 until 1999.
Gianfranco Casati, 47, became our group chief executive—Products operating group in September 2006. From April 2002 to
September 2006, Mr. Casati was managing director of the Products operating group’s Europe operating unit. He also served as
Accenture’s country managing director for Italy and as chairman of our geographic council in its IGEM (Italy, Greece, emerging
markets) region, supervising Accenture offices in Italy, Greece and several Eastern European countries. Mr. Casati has been with
Accenture for 22 years.
Martin I. Cole, 50, became our group chief executive—Communications & High Tech operating group in September 2006,
after serving as our group chief executive—Government operating group from September 2004 to September 2006. From
September 2000 to August 2004, he served in leadership roles in our outsourcing group, including serving as global managing
partner of our Outsourcing & Infrastructure Delivery group. Mr. Cole has been with Accenture for 26 years.
Anthony G. Coughlan, 49, has been our principal accounting officer since September 2004 and our controller since
September 2001. Mr. Coughlan has been with Accenture for 28 years.
Pamela J. Craig, 49, is currently our senior vice president—Finance, a position which she has held since March 2004. She
will become our chief financial officer on October 31, 2006. Previously, Ms. Craig was our group director—Business Operations
& Services from March 2003 to March 2004, and was our managing partner—Global Business Operations from June 2001 to
March 2003. Ms. Craig has served as a director of Avanade Inc. since February 2006, and is a member of its Audit Committee.
Ms. Craig has been with Accenture for 24 years.
Karl−Heinz Flöther, 54, has been our group chief executive—Systems Integration, Technology & Delivery since May 2005.
From December 1999 to May 2005 he was our group chief executive—Financial Services operating group. In addition,
Mr. Flöther served as one of our directors from June 2001 to February 2003, and is currently a director of Avanade Inc.
Mr. Flöther has been with Accenture for 27 years.
Mark Foster, 46, became our group chief executive—Business Consulting & Integrated Markets in September 2006. Prior to
that, Mr. Foster served as our group chief executive—Products operating group from March 2002 to September 2006. From
September 2000 to March 2002, he was managing partner of our Products operating group in Europe. Mr. Foster has been with
Accenture for 22 years.
Robert N. Frerichs, 54, has been our chief quality & risk officer since September 2004. From November 2003 to September
2004, he was chief operating officer of our Communication & High Tech operating group. From August 2001 to November 2003,
he led the market maker team for our Communications & High Tech operating group. Prior to these roles, Mr. Frerichs held
numerous leadership positions within our Communications & High Tech operating group. He currently serves on the Board of
Directors of Avanade Inc., and is chairman of its Audit Committee. Mr. Frerichs has been with Accenture for 30 years.
37
William D. Green, 53, became chairman of the Board of Directors on August 31, 2006, and has been our chief executive
officer since September 2004 and a director since June 2001. From March 2003 to August 2004 he was our chief operating
officer— Client Services, and from August 2000 to August 2004 he was our country managing director, United States. Mr. Green
has been with Accenture for 28 years.
Adrian Lajtha, 49, has been our group chief executive—Financial Services operating group since May 2005. From February
2000 to May 2005 he was managing partner of our Financial Services operating group in the United Kingdom and Ireland.
Mr. Lajtha has been with Accenture for 27 years.
Lisa M. Mascolo, 46, became our group chief executive— Government operating group in September 2006. She has served in
leadership roles in our Government operating group since 2001, including serving as managing director of our USA Government
operating unit and managing partner of Accenture’s US Federal Government business. Ms. Mascolo has been with Accenture for
24 years.
Michael G. McGrath, 60, has been our chief financial officer since July 2004. From November 2001 to July 2004 he was our
chief risk officer. He was our treasurer from June 2001 to November 2001. From September 1997 to June 2001, Mr. McGrath was
our chief financial officer. Mr. McGrath will assume the role of international chairman of Accenture on October 31, 2006.
Effective as of that date, he will be succeeded as chief financial officer by Pamela J. Craig. Mr. McGrath has been with Accenture
for 33 years.
Stephen J. Rohleder, 49, has been our chief operating officer since September 2004. From March 2003 to September 2004,
he was our group chief executive—Government operating group. From March 2000 to March 2003, he was managing partner of
our Government operating group in the United States. Mr. Rohleder has been with Accenture for 25 years.
Douglas G. Scrivner, 55, has been our general counsel and secretary since January 1996 and our compliance officer since
September 2001. Mr. Scrivner has been with Accenture for 26 years.
Alexander M. van’t Noordende, 43, became our group chief executive—Resources operating group in September 2006.
Prior to assuming that role, he led our Resources operating group in Southern Europe, Africa, the Middle East and Latin America,
and has served as managing partner of the Resources operating group in France, Belgium and the Netherlands. From 2001 until
September 2006, Mr. van ’t Noordende served as our country managing director for the Netherlands. Mr. van’t Noordende has
been with Accenture for 19 years.
38
PART II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Price Range of Accenture Ltd Class A Common Shares
Accenture Ltd Class A common shares are traded on the New York Stock Exchange under the symbol “ACN.” The New York
Stock Exchange is the principal United States market for these shares.
The following table sets forth, on a per share basis for the periods indicated, the high and low sale prices for the Class A
common shares as reported by the New York Stock Exchange.
Price Range
High
Fiscal 2005
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Fiscal 2006
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Fiscal 2007
First Quarter (through October 12, 2006)
Low
$
$
$
$
27.58
27.60
25.97
25.70
$
$
$
$
22.61
24.39
21.00
22.20
$
$
$
$
28.63
33.05
32.94
29.66
$
$
$
$
24.45
28.02
26.17
25.68
$
33.15
$
28.28
The closing sale price of the Accenture Ltd Class A common shares as reported by the New York Stock Exchange
consolidated tape as of October 12, 2006 was $31.70. As of October 12, 2006, there were 1,642 holders of record of the Class A
common shares.
There is no trading market for the Accenture Ltd Class X common shares. As of October 12, 2006, there were 1,339 holders of
record of the Class X common shares.
Dividend Policy
From our incorporation in 2001 through the end of fiscal 2005, neither Accenture Ltd nor Accenture SCA declared or paid any
cash dividends on any class of equity.
On November 15, 2005, Accenture Ltd paid a cash dividend of $0.30 per share on its Class A common shares to shareholders
of record at the close of business on October 17, 2005, and Accenture SCA paid a cash dividend of $0.30 per share on its Class I
common shares to shareholders of record at the close of business on October 12, 2005.
On September 25, 2006, Accenture Ltd declared a cash dividend of $0.35 per share on its Class A common shares for
shareholders of record at the close of business on October 13, 2006. Accenture Ltd will cause Accenture SCA to declare a cash
dividend of $0.35 per share on its Class I common shares for shareholders of record at the close of business on October 5, 2006.
Both dividends are payable on November 15, 2006.
Future dividends on the Accenture Ltd Class A common shares, if any, will be at the discretion of the Board of Directors of
Accenture Ltd and will depend on, among other things, our results of
39
operations, cash requirements and surplus, financial condition, contractual restrictions and other factors that the Board of
Directors may deem relevant, as well as our ability to pay dividends in compliance with the Bermuda Companies Act.
Recent Sales of Unregistered Securities
None.
Securities Authorized for Issuance under Equity Compensation Plans
The following table sets forth, as of August 31, 2006, certain information related to our compensation plans under which
Accenture Ltd Class A common shares may be issued.
Plan Category
Number of Shares to be
Issued Upon Exercise
of Outstanding Options,
Warrants and Rights
Equity compensation plans approved by shareholders:
2001 Share Incentive Plan
2001 Employee Share Purchase Plan
Equity compensation plans not approved by shareholders
104,249,367(1)
—
—
Total
104,249,367
Weighted Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
$
10.40
N/A
N/A
Number of Shares
Remaining Available
for Future Issuance
(Excluding Securities
Reflected in 1st
Column)
165,164,681
32,371,514
—
197,536,195
(1) Consists of 57,582,271 stock options with a weighted average exercise price of $18.84 per share and 46,667,096 restricted share units.
Purchases of Common Shares
The following table provides information relating to the Company’s purchases of Accenture Ltd Class A common shares and
redemptions of Accenture Ltd Class X common shares for the fourth quarter of fiscal 2006. For year−to−date information on all
share purchases, redemptions and exchanges by the Company and further discussion of the Company’s share purchase activity,
see
40
“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital
Resources—Share Purchases and Redemptions.”
Period
Average
Price Paid
per Share
Total Number of
Shares Purchased
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs(1)
Approximate Dollar
Value of Shares
that May Yet Be
Purchased Under
Publicly
Announced Plans
or Programs
(In millions)
June 1, 2006—June 30, 2006
Class A common shares
Class X common shares
July 1, 2006—July 31, 2006
Class A common shares
Class X common shares
August 1, 2006—August 31, 2006
Class A common shares
Class X common shares
Total
Class A common shares(1)(2)
Class X common shares(3)
6,842
—
$
27.43
—
—
—
$
978
—
487,582
14,848,926
$
28.46
$ 0.0000225
—
—
$
978
—
—
1,990,955
—
$ 0.0000225
—
—
$
978
—
494,424
16,839,881
$
28.45
$ 0.0000225
—
—
(1) Since August 2001, the Board of Directors of Accenture has authorized and periodically confirmed a publicly announced open−market share purchase program for acquiring Accenture
Ltd Class A common shares. During the fourth quarter of fiscal 2006, we did not purchase any Accenture Ltd Class A common shares under this program. To date, the Board of
Directors of Accenture has authorized an aggregate of $2.4 billion for use in these open−market share purchases. At August 31, 2006, an aggregate of $978 million remained available
for these open−market share purchases. The open−market purchase program does not have an expiration date.
(2) During the fourth quarter of fiscal 2006, Accenture purchased 494,424 Accenture Ltd Class A common shares in transactions unrelated to publicly announced share plans or programs.
These transactions consisted of acquisitions of Accenture Ltd Class A common shares via share withholding for payroll tax obligations due from employees and former employees in
connection with the delivery of Accenture Ltd Class A common shares under the Company’s various employee equity share plans.
(3) During the fourth quarter of fiscal 2006, the Company redeemed 16,839,881 Accenture Ltd Class X common shares pursuant to its bye−laws. Accenture Ltd Class X common shares
are redeemable at their par value of $0.0000225 per share.
41
Purchases and redemptions of shares of Accenture subsidiaries
The following table provides additional information relating to purchases and redemptions by Accenture of Accenture SCA
Class I common shares and Accenture Canada Holdings Inc. exchangeable shares during the fourth quarter of fiscal 2006. The
Company’s management believes the following table and footnotes provide useful information regarding the share purchase and
redemption activity of the Company. Generally, purchases and redemptions of Accenture SCA Class I common shares and
Accenture Canada Holdings Inc. exchangeable shares reduce shares outstanding for purposes of computing earnings per share.
Period
Accenture SCA
June 1, 2006—June 30, 2006
Class I common shares
July 1, 2006—July 31, 2006
Class I common shares
August 1, 2006—August 31, 2006
Class I common shares
Total
Class I common shares(2)
Accenture Canada Holdings Inc.
June 1, 2006—June 30, 2006
Exchangeable shares
July 1, 2006—July 31, 2006
Exchangeable shares
August 1, 2006—August 31, 2006
Exchangeable shares
Total
Exchangeable shares(2)
Approximate Dollar
Value of Shares
that May Yet Be
Purchased Under
Publicly
Announced Plans
or Programs
Total Number of
Shares Purchased(1)
Average
Price Paid
per Share
Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
—
—
—
—
6,250,637
$
28.28
—
—
2,352,530
$
28.39
—
—
8,603,167
$
28.31
—
—
—
—
—
—
44,970
$
28.05
—
—
36,037
$
28.54
—
—
81,007
$
28.27
—
—
(1) To date, the Board of Directors of Accenture has authorized an aggregate of $4.2 billion for purchases and redemptions of shares from our current and former senior executives and
their permitted transferees under our Senior Executive Trading Policy and our prior Share Management Plan. At August 31, 2006, an aggregate of $942 million remained available for
these purchases and redemptions.
(2) During the fourth quarter of fiscal 2006, Accenture redeemed and purchased a total of 8,603,167 Accenture SCA Class I common shares and 81,007 Accenture Canada Holdings Inc.
exchangeable shares from current and former senior executives and their permitted transferees.
Purchases and redemptions of Accenture SCA Class II and Class III common shares
During the fourth quarter of fiscal 2006, Accenture SCA redeemed 11,703,375 Accenture SCA Class III common shares from
Accenture. These redemptions were made in transactions unrelated to publicly announced share plans or programs. Transactions
involving Accenture SCA Class II and Class III common shares consist exclusively of inter−company transactions undertaken to
facilitate other corporate purposes. These inter−company transactions do not reduce shares outstanding for purposes of computing
earnings per share reflected in the Company’s Consolidated Financial Statements under “Financial Statements and Supplementary
Data.”
42
ITEM 6.
SELECTED FINANCIAL DATA
The data as of August 31, 2006 and 2005 and for the years ended August 31, 2006, 2005 and 2004 are derived from the
audited Consolidated Financial Statements and related Notes that are included elsewhere in this report. The data as of August 31,
2004, 2003 and 2002 and for the years ended August 31, 2003 and 2002 are derived from audited Consolidated Financial
Statements and related Notes that are not included in this report. The selected financial data should be read in conjunction with
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated Financial
Statements and related Notes included elsewhere in this report.
Year Ended August 31,
2006(1)(2)(3)
2005(3)
2004(3)
2003(3)
2002(3)
(in millions, except share and per share amounts)
Income Statement Data:
Revenues:
Revenues before reimbursements
Reimbursements
$
Revenues
Operating expenses:
Cost of services:
Cost of services before reimbursable
expenses
Reimbursable expenses
Cost of services
Sales and marketing
General and administrative costs
Reorganization and restructuring
(benefits) costs
16,646
1,582
$
$
13,673
1,440
$
11,818
1,579
$
11,574
1,531
18,228
17,094
15,113
13,397
13,105
11,652
1,582
10,455
1,547
9,057
1,440
7,508
1,579
6,897
1,531
13,234
1,708
1,493
12,002
1,558
1,512
10,497
1,488
1,340
9,087
1,459
1,319
8,428
1,566
1,616
(48)
Total operating expenses
15,547
1,547
(89)
16,387
29
14,983
(19)
13,355
111
11,846
11,720
Operating income
Gain (loss) on investments, net
Interest income
Interest expense
Other (expense) income
Equity in losses of affiliates
1,841
2
130
(21)
(28)
—
2,111
21
108
(24)
(11)
—
1,759
3
60
(22)
—
(2)
1,551
10
41
(21)
32
—
1,385
(321)
46
(49)
15
(9)
Income before income taxes
Provision for income taxes
1,924
491
2,206
697
1,799
576
1,613
566
1,068
491
Income before minority interest
Minority interest
1,433
(460)
1,509
(568)
1,223
(532)
1,047
(549)
Net income
$
973
$
940
$
691
$
498
576
(332)
$
(1) Includes the financial impact of the resolution of the NHS matter recorded during fiscal 2006. See “Management’s Discussion and Analysis of Financial Condition and Results of
Operations—The NHS Contracts.”
(2) Includes the impact of Statement of Financial Accounting Standards No. 123R, “Share−Based Payment.” For additional information, refer to Footnote 11 (Share−Based
Compensation) to our Consolidated Financial Statements under “Financial Statements and Supplementary Data.”
(3) May not total due to rounding.
43
245
Year Ended August 31,
2006
2005
2004
2003
2002
(in millions, except share and per share amounts)
Weighted Average Class A Common Shares:
Basic
Diluted
Earnings Per Class A Common Share:
Basic
Diluted
Dividends per common share
589,099,824
893,810,585
$
$
$
1.65
1.59
0.30
588,505,335
960,853,814
$
$
$
1.60
1.56
—
553,298,104
1,003,081,228
$
$
$
1.25
1.22
—
468,592,110
996,982,549
$
$
$
425,941,809
1,023,950,170
1.06
1.05
—
$
$
$
0.57
0.56
—
As of August 31,
2006
2005
2004
2003
2002
$ 2,332
1,729
6,459
14
832
$ 1,317
723
5,479
3
475
(in millions)
Balance Sheet Data:
Cash and cash equivalents
Working capital
Total assets
Long−term debt, net of current portion
Shareholders’ equity
ITEM 7.
$ 3,067
1,537
9,418
27
1,894
$ 2,484
1,754
8,957
44
1,697
$ 2,553
1,745
8,013
32
1,472
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and related
Notes included elsewhere in this Annual Report on Form 10−K. This discussion and analysis also contains forward−looking
statements and should also be read in conjunction with the disclosures and information contained in “Disclosure Regarding
Forward−Looking Statements” and “Risk Factors” in this Annual Report on Form 10−K.
We use the terms “Accenture,” “we,” “our Company,” “our” and “us” in this report to refer to Accenture Ltd and its
subsidiaries. All references to years, unless otherwise noted, refer to our fiscal year, which ends on August 31. For example, a
reference to “fiscal 2006” or “fiscal year 2006” means the 12−month period that ended on August 31, 2006. All references to
quarters, unless otherwise noted, refer to the quarters of our fiscal year.
Overview
Revenues are driven by the ability of our executives to secure new contracts and to deliver solutions and services that add
value to our clients. Our ability to add value to clients and therefore drive revenues depends in part on our ability to deliver
market−leading service offerings and to deploy skilled teams of professionals quickly and on a global basis.
Our results of operations are also affected by the economic conditions, levels of business activity and rates of change in the
industries we serve, as well as by the pace of technological change and the type and level of technology spending by our clients.
The ability to identify and capitalize on these market and technological changes early in their cycles is a key driver of our
performance. The current economic environment continues to stimulate the technology spending of many companies. We are also
continuing to see an increase in the number of opportunities from companies seeking revenue−generating initiatives in the global
economy in addition to cost−cutting initiatives. We expect that
44
revenue growth rates across our segments may vary from quarter to quarter during fiscal 2007 as economic conditions vary in
different industries and geographic markets.
Revenues before reimbursements for fiscal 2006 were $16.65 billion, compared with $15.55 billion for fiscal 2005, an
increase of 7% in U.S. dollars and 9% in local currency. Revenues before reimbursements for the fourth quarter of fiscal 2006
were $3.97 billion, compared with $3.92 billion for the fourth quarter of fiscal 2005, an increase of 1% in U.S. dollars and
remained flat in local currency.
Consulting revenues before reimbursements for fiscal 2006 were $9.89 billion, compared with $9.56 billion for fiscal 2005, an
increase of 3% in U.S. dollars and 6% in local currency. For the fourth quarter of fiscal 2006, consulting revenues before
reimbursements were $2.19 billion, compared with $2.38 billion for the fourth quarter of fiscal 2005, a decrease of 8% in
U.S. dollars and 9% in local currency.
Outsourcing revenues before reimbursements for fiscal 2006 were $6.75 billion, compared with $5.99 billion for fiscal 2005,
an increase of 13% in U.S. dollars and 14% in local currency. Outsourcing revenues before reimbursements for the fourth quarter
of fiscal 2006 were $1.77 billion, compared with $1.55 billion for the fourth quarter of fiscal 2005, an increase of 14% in
U.S. dollars and 12% in local currency. Outsourcing contracts typically have longer terms than consulting contracts and generally
have lower gross margins than consulting contracts, particularly in the first year. Long−term relationships with many of our
clients continue to contribute to our success in growing our outsourcing business. Long−term, complex outsourcing contracts,
including their consulting components, require ongoing review of their terms and scope of work, in light of our clients’ evolving
business needs and our performance expectations. Should the size or number of modifications to these arrangements increase, as
our business continues to grow and these contracts evolve, we may experience increased variability in expected cash flows,
revenues and profitability.
We previously entered into certain large, long−term contracts (the “NHS Contracts”) under which we were engaged by the
National Health Service in England (the “NHS”) to design, develop and deploy new patient administration, assessment and care
systems (the “Systems”) for local healthcare providers and, subsequently, to provide ongoing operational services (the
“Operational Services”) once these systems were deployed. During the second quarter of fiscal 2006, there were several
developments that significantly increased the risks and uncertainties associated with these contracts and materially impacted our
estimates of the contract revenues and costs we expected to record in connection with the NHS Contracts. To reflect our revised
estimates with respect to design, development and deployment, we recorded a $450 million loss provision in the second quarter of
fiscal 2006. On September 28, 2006, we entered into a tripartite agreement (the “NHS Transfer Agreement”) with the NHS and
Computer Sciences Corporation (“CSC”), an unrelated third party, under which we agreed to transfer to CSC all of our rights and
obligations under the NHS Contracts, except those relating to the Picture Archiving Communication System (“PACS”). This
resulted in a $339 million reduction in revenues before reimbursements in the fourth quarter of fiscal 2006, as we reversed
revenues before reimbursements related to our design, development and deployment activities previously recorded under the
percentage−of−completion method of accounting under the assumption that these amounts would be recovered from billings for
deployment of the Systems. The impact of the $339 million reduction in revenues before reimbursements was offset by a decrease
in Cost of services, including a reversal of $396 million of the loss provision recorded in the second quarter of fiscal 2006,
partially offset by impairment write downs on Operational Services assets totaling $57 million. In connection with the Operational
Services, we expect losses of approximately $125 million during the first half of fiscal 2007 associated with the transition and
wind−down of work
45
related to the NHS Transfer Agreement. We expect to complete the transfer during the second quarter of fiscal 2007. Our
remaining obligations under the NHS Contracts are immaterial. See “— The NHS Contracts.”
As we are a global company, our revenues are denominated in multiple currencies and may be significantly affected by
currency exchange−rate fluctuations. During the majority of fiscal 2006, the weakening of various currencies versus the
U.S. dollar resulted in an unfavorable currency translation and decreased our reported revenues, operating expenses and operating
income. In the fourth quarter of fiscal 2006, the U.S. dollar weakened against other currencies, resulting in favorable currency
translation and greater reported U.S. dollar revenues, operating expenses and operating income. If this trend continues in fiscal
2007, our U.S. dollar revenue growth may be higher than our growth in local currency terms. If the U.S. dollar strengthens against
other currencies in fiscal 2007, our U.S. dollar revenue growth may be lower than our growth in local currency.
The primary categories of operating expenses include cost of services, sales and marketing and general and administrative
costs. Cost of services is primarily driven by the cost of client−service personnel, which consists mainly of compensation,
sub−contractor and other personnel costs, and non−payroll outsourcing costs. Cost of services as a percentage of revenues is
driven by the prices we obtain for our solutions and services, the utilization of our client−service workforces and the level of
non−payroll costs associated with the growth of new outsourcing contracts. Utilization represents the percentage of our
professionals’ time spent on billable work. Sales and marketing expense is driven primarily by business−development activities,
the development of new service offerings, the level of concentration of clients in a particular industry or market and
client−targeting, image−development and brand−recognition activities. General and administrative costs primarily include costs
for non−client−facing personnel, information systems and office space, which we seek to manage at levels consistent with
changes in activity levels in our business. Operating expenses also include reorganization benefits and costs, which may vary
substantially from year to year.
Effective September 1, 2005, we adopted Statement of Financial Accounting Standards (“SFAS”) No. 123R, Share−Based
Payment (“SFAS No. 123R”), resulting in a change in our method of recognizing share−based compensation expense.
Specifically, we now record compensation expense for employee stock options and for our employee share purchase plan. Had we
expensed employee stock options and employee share purchase rights for the three months ended and the year ended August 31,
2005, we estimate that share−based compensation expense would have increased by $69 million and $218 million, respectively.
For additional information, see Footnote 11 (Share−based Compensation) to our Consolidated Financial Statements under
“Financial Statements and Supplementary Data.”
Gross margins (revenues before reimbursements less cost of services before reimbursable expenses) as a percentage of
revenues before reimbursements for the year and three months ended August 31, 2006 were 30.0% and 34.1%, respectively,
compared with 32.8% and 33.0%, respectively, for the same periods in fiscal 2005. The decrease in the annual gross margin as a
percentage of revenues before reimbursements was principally due to the net impact of the NHS Transfer Agreement and the
second−quarter NHS adjustments. See “—The NHS Contracts.”
Our cost−management strategy is to anticipate changes in demand for our services and to identify cost−management
initiatives. A primary element of this strategy is to aggressively plan and manage our payroll costs to meet the anticipated demand
for our services, given that payroll costs are the most significant portion of our operating expenses.
Our headcount increased to approximately 140,000 at August 31, 2006 from approximately 123,000 at August 31, 2005.
Annualized attrition for the year and three months ended August 31,
46
2006 was 18%, excluding involuntary terminations, consistent with the year and three months ended August 31, 2005. We
continue to add substantial numbers of new employees and will continue to actively recruit new employees to balance our mix of
skills and resources to meet current and projected future demands, replace departing employees and expand our global sourcing
approach, which includes our network of delivery centers and other capabilities around the world. We have adjusted and may need
to continue to adjust compensation during fiscal 2007 in certain industry segments, skill sets and geographies in order to attract
and retain appropriate numbers of qualified employees. Our margins and ability to grow our business could be adversely affected
if we do not continue to manage attrition and if we do not effectively utilize and assimilate substantial numbers of new employees
into our workforces.
Sales and marketing and general and administrative costs as a percentage of revenues before reimbursements were 19% for
fiscal 2006, compared with 20% for fiscal 2005. The decreases in these costs as a percentage of revenues before reimbursements
were primarily due to lower spending in geographic facilities and technology costs, partially offset by an increase in market− and
business−development activities.
Operating income as a percentage of revenues before reimbursements decreased to 11.1% for the year ended August 31, 2006
from 13.6% for the year ended August 31, 2005. Operating income as a percentage of revenues before reimbursements decreased
to 12.6% for the three months ended August 31, 2006 from 13.0% for the three months ended August 31, 2005. Had we expensed
employee stock options and employee share purchase rights for the three months and year ended August 31, 2005, we estimate
that operating income as a percentage of revenues before reimbursements for the three months and year ended August 31, 2005
would have decreased by 1.8 and 1.4 percentage points, respectively. The decrease in operating income as a percentage of
revenues before reimbursements for the year ended August 31, 2006 was principally due to the net impact of the NHS Transfer
Agreement and the second−quarter NHS adjustments and higher share−based compensation expense as a result of the adoption of
SFAS No. 123R. See “—The NHS Contracts.”
From time to time we purchase Accenture shares through our open−market purchase program and also purchase, redeem and
exchange Accenture shares held by our current and former senior executives and their permitted transferees. In fiscal 2006,
Accenture purchased $2,057 million of its shares. This comprised $352 million for purchases of 15 million Accenture Ltd Class A
common shares and $1,704 million for redemptions and purchases of 67.8 million Accenture SCA Class I common shares and
Accenture Canada Holdings Inc. exchangeable shares held by our current and former senior executives and their permitted
transferees. During the fourth quarter of fiscal 2006, Accenture redeemed and repurchased 8.7 million Accenture SCA Class I
common shares and Accenture Canada Holdings Inc. exchangeable shares held by our current and former senior executives and
their permitted transferees for $246 million. On September 11, 2006, Accenture SCA and one of its subsidiaries made a tender
offer to Accenture SCA Class I common shareholders that resulted in the redemption and purchase, effective as of October 11,
2006 of an aggregate of 7.5 million Accenture SCA Class I common shares at a price of $24.75 per share. The total cash outlay
for these transactions was approximately $187 million.
The NHS Contracts
We previously entered into the NHS Contracts under which we were engaged by the NHS to design, develop and deploy the
Systems for local healthcare providers and, subsequently, to provide the Operational Services once these Systems were deployed.
For the purposes of our financial reporting, we separated these components of the NHS Contracts into two units of accounting.
The
47
revenues and costs from the NHS Contracts are apportioned equally between our Government and Products operating groups.
Design, Development and Deployment of the Systems
We recognize revenues in connection with the design, development and deployment of the Systems on the
percentage−of−completion method of accounting under American Institute of Certified Public Accountants Statement of
Position 81−1, “Accounting for Performance of Construction−Type and Certain Production−Type Contracts.”
Percentage−of−completion accounting involves calculating the percentage of services provided during the reporting period
compared with the total estimated services to be provided over the duration of the contract. Estimates of total contract revenues
and costs are continuously monitored during the term of the contract, and recorded revenues and costs are subject to revision as
the contract progresses. Such revisions may result in increases or decreases to revenues and income and are reflected in the
periods in which they are first identified. If our estimates at any point indicate that costs will exceed revenues, a loss provision for
the full anticipated loss is recorded in the period it is first identified.
Our estimates of contract revenues and costs in connection with the design, development and deployment of the Systems are
subject to underlying estimates and assumptions, including, among others, those relating to our ability to design, develop and
deploy the Systems on a timely basis; the ability of our subcontractors and others involved in the program to perform adequately
and on a timely basis; the level and timing of demand for the Systems from local healthcare providers; and the NHS’ ability to
agree on detailed implementation plans and other terms of the NHS Contracts.
During the second quarter of fiscal 2006, there were several developments that significantly increased the risks and
uncertainties associated with the NHS Contracts and materially impacted our estimates of the contract revenues and costs that we
expected to record in connection with the design, development and deployment of the Systems. These developments included,
among other things, subcontractor performance issues, modification of our planned deployment approach, expectations of
increased costs based upon current experience, and increased uncertainty as to timing and level of deployment demand. Due to
these developments, in the second quarter of fiscal 2006 we recorded a $450 million aggregate loss provision that was reflected in
Cost of services of our Government and Products operating groups.
On September 28, 2006, we entered into the NHS Transfer Agreement with the NHS and CSC under which we agreed to
transfer to CSC all of our rights and obligations under the NHS Contracts, except those relating to PACS. We expect to complete
the transfer during the second quarter of fiscal 2007.
The NHS Transfer Agreement resulted in a $339 million reduction in revenues before reimbursements in the fourth quarter of
fiscal 2006, as we reversed revenues before reimbursements related to our design, development and deployment activities
previously recorded under the percentage−of−completion method of accounting under the assumption that these amounts would
be recovered from billings for deployment of the Systems. The impact of the $339 million reduction in revenues before
reimbursements was offset by a decrease in Cost of services, including a reversal of $396 million of the loss provision recorded in
the second quarter of fiscal 2006.
Operational Services
We record costs as they are incurred and record revenues as the services are performed and amounts are earned in connection
with the Operational Services. Under the terms of the NHS Transfer Agreement, we will transition the Operational Services to
CSC during the first half of fiscal 2007. In
48
addition, during the fourth quarter of fiscal 2006 we recorded impairment write downs on Operational Services assets totaling
$57 million. In connection with the Operational Services, we expect losses of approximately $125 million during the first half of
fiscal 2007 associated with the transition and wind−down of work related to the NHS Transfer Agreement. We expect to complete
the transfer during the second quarter of fiscal 2007.
Impact on Liquidity
In addition to the transition and wind−down costs related to the Operational Services, during 2007 we will repay
approximately $120 million to the NHS, representing the difference between the deployment and services billings that we
received under the NHS Contracts during their terms and the amounts we are entitled to retain by agreement under the NHS
Transfer Agreement. On October 4, 2006, we also remitted approximately $50 million in settlement of liabilities in connection
with the NHS Transfer Agreement. These amounts are recorded in Other accrued liabilities in the Consolidated Balance Sheet as
of August 31, 2006.
Bookings and Backlog
New contract bookings for the year ended August 31, 2006 were $20,362 million, an increase of 13% from the year ended
August 31, 2005, with consulting bookings increasing 9%, to $10,608 million, and outsourcing bookings increasing 18%, to
$9,754 million. The increase in new contract bookings during fiscal 2006 was attributable to strong contract signings across both
types of work, without particular dominance by one geographic region. New contract bookings for the three months ended
August 31, 2006 were $4,924 million, a decrease of $235 million, or 5%, from new bookings of $5,159 million for the three
months ended August 31, 2005, with consulting bookings increasing 5%, to $2,542 million, and outsourcing bookings decreasing
13%, to $2,382 million.
We provide information regarding our new contract bookings because we believe doing so provides useful trend information
regarding changes in the volume of our new business over time. However, the timing of large new contract bookings can
significantly affect the level of bookings in a particular quarter. Information regarding our new bookings is not comparable to, nor
should it be substituted for, an analysis of our revenues over time. There are no third−party standards or requirements governing
the calculation of bookings. New contract bookings involve estimates and judgments regarding new contracts as well as renewals,
extensions and additions to existing contracts. Subsequent cancellations, extensions and other matters may affect the amount of
bookings previously reported. New contract bookings are recorded using then existing currency exchange rates and are not
subsequently adjusted for currency fluctuations.
The majority of our contracts are terminable by the client on short notice or without notice. Accordingly, we do not believe it
is appropriate to characterize bookings attributable to these contracts as backlog. Normally, if a client terminates a project, the
client remains obligated to pay for commitments we have made to third parties in connection with the project, services performed
and reimbursable expenses incurred by us through the date of termination.
Critical Accounting Policies and Estimates
The preparation of our Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles
requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and
expenses. We continually evaluate our estimates, judgments and assumptions based on available information and
49
experience. Because the use of estimates is inherent in the financial reporting process, actual results could differ from those
estimates. Certain of our accounting policies require higher degrees of judgment than others in their application. These include
certain aspects of accounting for revenue recognition, income taxes, variable compensation and defined benefit pension plans.
Revenue Recognition
Our contracts have different terms based on the scope, deliverables and complexity of the engagement, the terms of which
frequently require Accenture to make judgments and estimates in recognizing revenues. We have many types of contracts,
including time−and−materials contracts, fixed−price contracts and contracts with features of both of these contract types. In
addition, some contracts include incentives related to costs incurred, benefits produced or adherence to schedule that may increase
the variability in revenues and margins earned on such contracts. We conduct rigorous reviews prior to signing such contracts to
evaluate whether these incentives are reasonably achievable.
We recognize revenues from technology integration consulting contracts using the percentage−of−completion method
pursuant to the American Institute of Certified Public Accountants Statement of Position 81−1, “Accounting for Performance of
Construction Type and Certain Production−Type Contracts” (“SOP 81−1”). Percentage−of−completion accounting involves
calculating the percentage of services provided during the reporting period compared with the total estimated services to be
provided over the duration of the contract. Estimated revenues for applying the percentage−of−completion method include
estimated incentives for which achievement of defined goals is deemed probable. This method is followed where reasonably
dependable estimates of revenues and costs can be made. Estimates of total contract revenues and costs are continuously
monitored during the term of the contract, and recorded revenues and costs are subject to revision as the contract progresses. Such
revisions may result in increases or decreases to revenues and income and are reflected in the Consolidated Financial Statements
in the periods in which they are first identified. If our estimates indicate that a contract loss will occur, a loss provision is recorded
in the period in which the loss first becomes probable and reasonably estimable. Contract losses are determined to be the amount
by which the estimated direct and indirect costs of the contract exceed the estimated total revenues that will be generated by the
contract and are included in Cost of services and classified in Other accrued liabilities in the Consolidated Balance Sheet. Contract
loss provisions recorded as of August, 31, 2006 and 2005 are immaterial.
Revenues from contracts for non−technology integration consulting services with fees based on time and materials or
cost−plus are recognized as the services are performed and amounts are earned in accordance with SEC Staff Accounting Bulletin
(“SAB”) No. 101, “Revenue Recognition in Financial Statements” (“SAB 101”), as amended by SAB No. 104, “Revenue
Recognition” (“SAB 104”). We consider amounts to be earned once evidence of an arrangement has been obtained, services are
delivered, fees are fixed or determinable, and collectibility is reasonably assured. In such contracts, our efforts, measured by time
incurred, typically represent the contractual milestones or output measure, which is the contractual earnings pattern. For
non−technology integration consulting contracts with fixed fees, we recognize revenues as amounts become billable in accordance
with contract terms, provided the billable amounts are not contingent, are consistent with the services delivered, and are earned.
Contingent or incentive revenues relating to non−technology integration consulting contracts are recognized when the
contingency is satisfied and we conclude the amounts are earned.
Outsourcing contracts typically span several years and involve complex delivery, often through multiple workforces in
different countries. In a number of these arrangements, we hire client employees and become responsible for certain client
obligations. Revenues are recognized on
50
outsourcing contracts as amounts become billable in accordance with contract terms, unless the amounts are billed in advance of
performance of services in which case revenues are recognized when the services are performed and amounts are earned in
accordance with SAB 101, as amended by SAB 104. Revenues from time−and−materials or cost−plus contracts are recognized as
the services are performed. In such contracts, our effort, measured by time incurred, represents the contractual milestones or
output measure, which is the contractual earnings pattern. Revenues from unit−priced contracts are recognized as transactions are
processed based on objective measures of output. Revenues from fixed−price contracts are recognized on a straight−line basis,
unless revenues are earned and obligations are fulfilled in a different pattern. Outsourcing contracts can also include incentive
payments for benefits delivered to clients. Revenues relating to such incentive payments are recorded when the contingency is
satisfied and we conclude the amounts are earned. We continuously review and reassess our estimates of contract profitability.
Circumstances that potentially affect profitability over the life of the contract include decreases in volumes of transactions or other
inputs/outputs on which we are paid, failure to deliver agreed benefits, variances from planned internal/external costs to deliver
our services, and other factors affecting revenues and costs.
Costs related to delivering outsourcing services are expensed as incurred with the exception of certain transition costs related
to the set−up of processes, personnel and systems, which are deferred during the transition period and expensed evenly over the
period outsourcing services are provided. The deferred costs are specific internal costs or incremental external costs directly
related to transition or set−up activities necessary to enable the outsourced services. Deferred amounts are protected in the event
of early termination of the contract and are monitored regularly for impairment. Impairment losses are recorded when projected
undiscounted operating cash flows of the related contract are not sufficient to recover the carrying amount of contract assets.
Amounts billable to the client for transition or set−up activities are deferred and recognized as revenue evenly over the period
outsourcing services are provided.
Revenues for contracts with multiple elements are allocated pursuant to Emerging Issues Task Force Issue 00−21,
“Accounting for Revenue Arrangements with Multiple Deliverables,” based on the lesser of the element’s relative fair value or the
amount that is not contingent on future delivery of another element. If the amount of non−contingent revenues allocated to a
delivered element is less than the costs to deliver such services, then such costs are deferred and recognized in future periods
when the revenues become non−contingent. Fair value is determined based on the prices charged when each element is sold
separately. Revenues are recognized in accordance with our accounting policies for the separate elements when the services have
value on a stand−alone basis, fair value of the separate elements exists and, in arrangements that include a general right of refund
relative to the delivered element, performance of the undelivered element is considered probable and substantially in our control.
While determining fair value and identifying separate elements require judgment, generally fair value and the separate elements
are readily identifiable as we also sell those elements unaccompanied by other elements.
Revenues recognized in excess of billings are recorded as Unbilled services. Billings in excess of revenues recognized are
recorded as Deferred revenues until revenue recognition criteria are met. Client prepayments (even if nonrefundable) are deferred
(i.e., classified as a liability) and recognized over future periods as services are delivered or performed.
Our consulting revenues are affected by the number of work days in the fiscal quarter, which in turn is affected by the level of
vacation days and holidays. Consequently, since we typically have approximately 5 to 10 percent more work days in our first and
third quarters than in our second and
51
fourth quarters, our revenues are typically higher in our first and third quarters than in our second and fourth quarters.
Revenues before reimbursements include the margin earned on computer hardware and software resale contracts, as well as
revenues from alliance agreements, neither of which is material to us. Reimbursements, including those relating to travel and
out−of−pocket expenses, and other similar third−party costs, such as the cost of hardware and software resales, are included in
Revenues, and an equivalent amount of reimbursable expenses is included in Cost of services.
Income Taxes
Determining the consolidated provision for income tax expense, income tax liabilities and deferred tax assets and liabilities
involves judgment. As a global company, we calculate and provide for income taxes in each of the tax jurisdictions in which we
operate. This involves estimating current tax exposures in each jurisdiction as well as making judgments regarding the
recoverability of deferred tax assets. Tax exposures can involve complex issues and may require an extended period to resolve.
Changes in the geographic mix or estimated level of annual income before taxes can affect the overall effective tax rate.
We apply an estimated annual effective tax rate to our quarterly operating results to determine the provision for income tax
expense. In the event there is a significant unusual or infrequent item recognized in our quarterly operating results, the tax
attributable to that item is recorded in the interim period in which it occurs. Our effective tax rate for fiscal 2006 was 25.5%,
compared with 31.6% for fiscal 2005.
No taxes have been provided on undistributed foreign earnings that are planned to be indefinitely reinvested. If future events,
including material changes in estimates of cash, working capital and long−term investment requirements, necessitate that these
earnings be distributed, an additional provision for withholding taxes may apply, which could materially affect our future effective
tax rate.
As a matter of course, the Company is regularly audited by various taxing authorities, and sometimes these audits result in
proposed assessments where the ultimate resolution may result in the Company owing additional taxes. We establish reserves
when, despite our belief that our tax return positions are appropriate and supportable under local tax law, we believe certain
positions are likely to be challenged and we may not succeed in realizing the tax benefit. We evaluate these reserves each quarter
and adjust the reserves and the related interest in light of changing facts and circumstances regarding the probability of realizing
tax benefits, such as the progress of a tax audit or the expiration of a statute of limitations. We believe the estimates and
assumptions used to support our evaluation of tax benefit realization are reasonable. However, final determinations of prior−year
tax liabilities, either by settlement with tax authorities or expiration of statutes of limitations, could be materially different than
estimates reflected in assets and liabilities and historical income tax provisions. The outcome of these final determinations could
have a material effect on our income tax provision, net income, or cash flows in the period in which that determination is made.
The Company believes its tax positions comply with applicable tax law and that it has adequately provided for any known tax
contingencies.
Defined Benefit Pension Plans
In the United States and certain other countries, Accenture maintains and administers defined benefit pension plans. The
annual cost of these plans can be significantly affected by changes in assumptions and differences between expected and actual
experience. Accenture utilizes actuarial methods required by SFAS No. 87, “Employers’ Accounting for Pensions,” (“SFAS
No. 87”) to account for defined benefit pension plans. The actuarial methods require numerous assumptions to calculate
52
the net periodic pension benefit expense and the related projected benefit obligation for our defined benefit pension plans. Two of
the most significant assumptions are the discount rates and expected long−term rate of return on plan assets. In making these
assumptions, we are required to consider current market conditions, including changes in interest rates. Changes in the related net
periodic pension costs may occur in the future due to changes in these and other assumptions. Our assumptions reflect our
historical experience and management’s best judgment regarding future expectations. The assumptions, assets and liabilities used
to measure our annual pension expense are determined as of June 30 or August 31 for our U.S. and non−U.S. benefit plans.
Key assumptions used to determine annual pension expense are as follows:
Pension Benefits
2007
U.S. Plans
Discount rate
Expected return on plan assets
Rate of increase in future compensation
6.50%
7.50%
4.50%
2006
Non−U.S.
Plans
4.68%
5.67%
3.45%
U.S. Plans
5.25%
7.50%
4.50%
2005
Non−U.S.
Plans
4.28%
5.57%
3.27%
U.S. Plans
6.25%
7.50%
4.50%
Non−U.S.
Plans
4.93%
5.19%
3.16%
Discount Rate
An assumed discount rate is required to be used in each pension plan actuarial valuation. The discount rate is a significant
assumption. Our methodology for selecting the discount rate for our U.S. Plans is to match the plans’ cash flows to that of a yield
curve that provides the equivalent yields on zero−coupon corporate bonds for each maturity. The discount rate assumption for our
Non−U.S. Plans reflects the market rate for high−quality, fixed−income debt instruments. Both discount rate assumptions are
based on the expected duration of the benefit payments for each of the Company’s pension plans as of the annual measurement
date and is subject to change each year. Our estimated U.S. pension expense for fiscal 2007 reflects a 125 basis point increase in
our discount rate, while our non−U.S. estimated pension expense for fiscal 2007 reflects a 40 basis point increase in our discount
rate. These changes in discount rate will decrease estimated pension expense in fiscal 2007 by approximately $45.6 million.
A 25 basis point increase in the discount rate would decrease our annual pension expense by $7.7 million. A 25 basis point
decrease in the discount rate would increase our annual pension expense by $8.2 million.
Expected Return on Plan Assets
The expected long−term rate of return on plan assets should, over time, approximate the actual long−term returns on pension
plan assets. The expected return on plan assets assumption is based on historical returns and the future expectations for returns for
each asset class, as well as the target asset allocation of the asset portfolio. A 7.50% expected return on plan assets assumption
was used for both fiscal 2007 and 2006 for the U.S. plans, while the expected return on plan assets assumptions for the
non−U.S. plans were 5.67% and 5.57% in fiscal 2007 and 2006, respectively.
A 25 basis point increase in our return on plan assets would decrease our annual pension expense by $3.1 million. A 25 basis
point decrease in our return on plan assets would increase our annual pension expense by $3.1 million.
U.S. generally accepted accounting principles include mechanisms that serve to limit the volatility in our earnings which
otherwise would result from recording changes in the value of plan assets and benefit obligations in our Consolidated Financial
Statements in the periods in which those
53
changes occur. For example, while the expected long−term rate of return on plan assets should, over time, approximate the actual
long−term returns, differences between the expected and actual returns could occur in any given year. These differences
contribute to the deferred actuarial gains or losses, which are then amortized over time. For Accenture, positive market returns
occurred for fiscal 2006 and 2005, causing actual pension plan asset returns to exceed our expected returns.
General
Our U.S. pension plans include plans covering certain U.S. employees and former employees, as well as a frozen plan related
to basic retirement benefits for former pre−incorporation partners. At August 31, 2006, our U.S. employee plans had a projected
benefit obligation of $718 million and assets of $802 million, after taking into account $25 million in contributions made in fiscal
2006. No fiscal 2007 contributions will be required for the U.S. employee pension plans. We have not determined whether we will
make additional voluntary contributions for U.S. employee pension plans in fiscal 2007. The frozen plan for former partners is
unfunded and had a projected benefit obligation of $122 million at August 31, 2006.
Non−U.S. pension plan obligations totaled $616 million at August 31, 2006, while non−U.S. pension assets totaled
$458 million. We contributed $61 million to non−U.S. plans in fiscal 2006 and expect to contribute $45 million in fiscal 2007.
Pension expense was $151 million and $114 million for fiscal 2006 and 2005, respectively. Pension expense for fiscal 2007 is
estimated to be approximately $104 million. The fiscal 2007 pension expense estimate incorporates the 2007 assumptions
described above, as well as the impact of increased pension plan assets resulting from our U.S. pension plan discretionary
contributions of $25 million made in fiscal 2006.
SFAS No. 87 requires us to recognize a minimum pension liability if the fair value of pension assets is less than the
accumulated benefit obligation. For additional information, refer to Footnote 10 (Retirement and Profit Sharing Plans) to our
Consolidated Financial Statements under “Financial Statements and Supplementary Data.” Additional charges to equity may be
required in the future, depending on future contributions made to our pension plans, returns on pension plan assets and interest
rates.
Revenues by Segment/ Operating Group
Our five reportable operating segments are our operating groups, which are Communications & High Tech, Financial
Services, Government, Products and Resources. Operating groups are managed on the basis of revenues before reimbursements
because our management believes revenues before reimbursements are a better indicator of operating group performance than
revenues. From time to time, our operating groups work together to sell and implement certain contracts. The resulting revenues
and costs from these contracts may be apportioned among the participating operating groups. Generally, operating expenses for
each operating group have similar characteristics and are subject to the same factors, pressures and challenges. However, the
economic environment and its effects on the industries served by our operating groups affect revenues and operating expenses
within our operating groups to differing degrees. Decisions relating to staffing levels are not made uniformly across our operating
segments, due in part to the needs of our operating groups to tailor their workforces to meet the specific needs of their businesses.
The shift in mix toward outsourcing contracts is not uniform among our operating groups and, consequently, neither is the impact
on operating group results caused by this shift. Local currency fluctuations also tend to affect our operating groups differently,
depending on the geographic concentrations and locations of their businesses.
54
Revenues for each of our operating groups, geographic regions and types of work were as follows:
Year Ended
August 31,
2006
2005
Percent
Increase
(Decrease)
US$
Percent
Increase
Local
Currency
Percent of Total
Revenues
Before
Reimbursements
for the Year
Ended
August 31,
2006
2005
(in millions)
OPERATING GROUPS
Communications & High Tech
Financial Services
Government
Products
Resources
Other
$
4,001
3,408
2,172
3,570
2,389
7
4%
4
2
12
12
n/m
6%
7
4
15
12
n/m
25%
22
13
24
16
—
26%
22
14
23
15
—
16,646
15,547
7%
9%
100%
100%
1,582
1,547
$ 18,228
$ 17,094
$
$
TOTAL Revenues Before Reimbursements
Reimbursements
TOTAL REVENUES
GEOGRAPHY
Americas
EMEA(1)
Asia Pacific
4,177
3,558
2,221
4,011
2,666
13
7,741
7,644
1,261
$
7%
6,730
7,735
1,082
15%
(1)
17
14%
3
20
46%
46
8
43%
50
7
7%
9%
100%
100%
9,559
5,988
3%
13
6%
14
59%
41
61%
39
$ 15,547
7%
9%
100%
100%
TOTAL Revenues Before Reimbursements
$ 16,646
$ 15,547
TYPE OF WORK
Consulting
Outsourcing
$
$
TOTAL Revenues Before Reimbursements
$ 16,646
9,892
6,754
2
n/m = not meaningful
(1) EMEA includes Europe, the Middle East and Africa.
The Company conducts business in the following countries that individually comprised more than 10% of consolidated
revenues before reimbursements within the last three years:
August 31,
2006
United States
United Kingdom
39%
13
2005
37%
17
2004
39%
16
Year Ended August 31, 2006 Compared to Year Ended August 31, 2005
Revenues
Our Communications & High Tech operating group achieved revenues before reimbursements of $4,177 million in fiscal
2006, compared with $4,001 million in fiscal 2005, an increase of 4% in U.S. dollars and 6% in local currency terms. The increase
was primarily due to revenue growth in our
55
Electronics & High Tech industry group across all geographic regions, consulting growth in our Americas and Asia Pacific
regions and outsourcing growth in our EMEA and Asia Pacific regions.
Our Financial Services operating group achieved revenues before reimbursements of $3,558 million in fiscal 2006, compared
with $3,408 million in fiscal 2005, an increase of 4% in U.S. dollars and 7% in local currency terms. The increase was driven by
revenue growth in our Banking industry group across all regions and in our Insurance industry group in our Americas and Asia
Pacific regions. This revenue growth was partially offset by revenue declines in our Capital Markets industry group in the
Americas and EMEA regions and in our Insurance industry group in the EMEA region.
Our Government operating group achieved revenues before reimbursements of $2,221 million in fiscal 2006, compared with
$2,172 million in fiscal 2005, an increase of 2% in U.S. dollars and 4% in local currency terms. The increase was due to strong
outsourcing revenue growth across all geographic regions, partially offset by a $169 million reduction in consulting revenues
associated with the resolution of the NHS matter recorded during the fourth quarter of fiscal 2006. See “—The NHS Contracts.”
Our Products operating group achieved revenues before reimbursements of $4,011 million in fiscal 2006, compared with
$3,570 million in fiscal 2005, an increase of 12% in U.S. dollars and 15% in local currency terms, with both consulting and
outsourcing contributing to the growth in revenues. The increase was primarily driven by strong revenue growth in our Americas
region, particularly in our Health & Life Sciences, Retail, Consumer Goods & Services and Industrial Equipment industry groups.
Our Consumer Goods & Services and Industrial Equipment industry groups also had strong growth in our EMEA region. In
addition, Products revenues were positively affected by revenues recognized in connection with a contract termination in our
Retail industry group in our EMEA region during the third quarter of fiscal 2006. These increases were partially offset by a
$169 million reduction in consulting revenues associated with the resolution of the NHS matter recorded during the fourth quarter
of fiscal 2006. See “—The NHS Contracts.”
Our Resources operating group achieved revenues before reimbursements of $2,666 million in fiscal 2006, compared with
$2,389 million in fiscal 2005, an increase of 12% in both U.S. dollars and local currency terms, with both consulting and
outsourcing contributing to the growth in revenues. We experienced strong revenue growth in our Energy, Chemicals and Natural
Resources industry groups across all geographic regions. In our Utilities industry group, we had strong growth in our Americas
region, offset by revenue declines in our EMEA and Asia Pacific regions.
Our Americas region achieved revenues before reimbursements of $7,741 million in fiscal 2006, compared with
$6,730 million for fiscal 2005, an increase of 15% in U.S. dollars and 14% in local currency terms. Growth was primarily due to
our business in the United States, Canada and Brazil.
Our EMEA region recorded revenues before reimbursements of $7,644 million for fiscal 2006, compared with $7,735 million
for fiscal 2005, a decrease of 1% in U.S. dollars and an increase of 3% in local currency terms. The decrease was primarily due to
a decline in our business in the United Kingdom, including the impact of a $339 million reduction in consulting revenues
associated with the resolution of the NHS matter recorded during the fourth quarter of fiscal 2006. See “—The NHS Contracts.”
This decline was partially offset by growth in our business in Italy, Ireland, France, Belgium, the Netherlands, Germany and
Spain.
Our Asia Pacific region achieved revenues before reimbursements of $1,261 million in fiscal 2006, compared with
$1,082 million for fiscal 2005, an increase of 17% in U.S. dollars and 20% in
56
local currency terms. The increase in revenues was primarily driven by our business in Australia, China and Japan.
Operating Expenses
Operating expenses were $16,387 million in fiscal 2006, an increase of $1,404 million, or 9%, over fiscal 2005 and increased
as a percentage of revenues to 90% in fiscal 2006 from 88% in fiscal 2005. As a percentage of revenues before reimbursements,
operating expenses before reimbursable expenses were 89% and 86% in fiscal 2006 and 2005, respectively. Operating expenses
for fiscal 2006 included share−based compensation expense of $271 million, or 2% of revenues before reimbursements, compared
with share−based compensation expense of $88 million, or 1% of revenues before reimbursements, for fiscal 2005. Had we
expensed employee stock options and employee share purchase rights during fiscal 2005, we estimate that operating expenses
would have included $306 million in total share−based compensation expense, or 2% of revenues before reimbursements.
Cost of Services
Cost of services was $13,234 million in fiscal 2006, an increase of $1,232 million, or 10%, over fiscal 2005 and an increase as
a percentage of revenues to 73% in fiscal 2006 from 70% in fiscal 2005. Cost of services before reimbursable expenses was
$11,652 million in fiscal 2006, an increase of $1,198 million, or 11%, from fiscal 2005. Cost of services before reimbursable
expenses increased as a percentage of revenues before reimbursements to 70% in fiscal 2006 from 67% in fiscal 2005. Gross
margins (revenues before reimbursements less cost of services before reimbursements) decreased to 30.0% of revenues before
reimbursements in fiscal 2006 from 32.8% in fiscal 2005.
The increase in Cost of services and the decrease in gross margins as a percentage of revenues before reimbursements were
due primarily to operating losses associated with the net impact of the NHS Transfer Agreement and the second−quarter NHS
adjustments. See “—The NHS Contracts.”
Sales and Marketing
Sales and marketing expense was $1,708 million in fiscal 2006, an increase of $150 million, or 10%, over fiscal 2005 and
remained flat as a percentage of revenues before reimbursements at 10% in fiscal 2006 compared with fiscal 2005.
General and Administrative Costs
General and administrative costs were $1,493 million in fiscal 2006, a decrease of $19 million, or 1%, from fiscal 2005 and
decreased as a percentage of revenues before reimbursements to 9% in fiscal 2006 from 10% in fiscal 2005. The decrease was
primarily due to lower spending in geographic facilities and technology costs.
Reorganization Benefits
We recorded net reorganization benefits of $48 million during fiscal 2006, which included a $72 million reduction in
reorganization liabilities offset by $24 million of interest expense associated with carrying these liabilities. At August 31, 2006,
the remaining liability for reorganization costs was $351 million, of which $267 million was classified as current liabilities
because expirations of statutes of limitations could occur within 12 months. During fiscal 2005, we recorded net reorganization
benefits of $89 million, which included a $115 million reduction in reorganization liabilities offset by $26 million of interest
expense associated with carrying these liabilities. In both periods, the reduction in liabilities was primarily due to final
determinations of certain reorganization
57
liabilities established in connection with our transition to a corporate structure in 2001. For additional information, refer to
Footnote 3 (Restructuring and Reorganization (Benefits) Costs) to our Consolidated Financial Statements under “Financial
Statements and Supplementary Data.” We anticipate that reorganization liabilities will be substantially diminished by the end of
fiscal 2008 because the final statutes of limitations will have expired in a number of tax jurisdictions by the end of that year.
However, tax audits or litigation may delay final settlements. Final settlement will result in a payment on a final settlement and/or
recording a reorganization benefit or cost in our Consolidated Income Statement.
Operating Income
Operating income was $1,841 million in fiscal 2006, a decrease of $270 million, or 13%, from fiscal 2005. Operating income
as a percentage of revenues before reimbursements was 11.1% and 13.6% in fiscal 2006 and 2005, respectively. Excluding the
effects of Reorganization benefits during fiscal 2006, Operating income as a percentage of revenues before reimbursements would
have decreased by 0.5 percentage points. Had we expensed employee stock options and employee share purchase rights during
fiscal 2005 and adjusted for Reorganization benefits, operating income as a percentage of revenues before reimbursements for
fiscal 2005 would have decreased by 2.2 percentage points. The decreases in operating income and operating income as a
percentage of revenues before reimbursements were principally due to operating losses associated with the net impact of the NHS
Transfer Agreement and the second−quarter NHS adjustments, partially offset by lower general and administrative costs as a
percentage of revenues before reimbursements. See “—The NHS Contracts.”
Operating income for each of the operating groups was as follows:
Year Ended August 31,
2006
2005
Decrease
Adjustments(1)
Communications & High Tech
Financial Services
Government
Products
Resources
$ 631
388
83
400
339
$ 673
500
169
413
356
$
(42)
(112)
(86)
(13)
(17)
$
Total
$ 1,841
$ 2,111
$
(270)
$
(in millions)
52
52
27
52
35
218
Effect of
Reorganization
Benefits(2)
Net Increase
(Decrease)
$
11
11
6
9
6
$
21
(49)
(53)
48
24
$
43
$
(9)
(1) Adjustments represent the estimated amounts that would have been incurred had we expensed employee stock options and employee share purchase rights for fiscal year ended
August 31, 2005.
(2) Reorganization benefits recorded during the period were allocated to the reportable operating groups as follows:
Year Ended August 31,
2006
2005
Communications & High Tech
Financial Services
Government
Products
Resources
$
(17)
(15)
(11)
(18)
(11)
(in millions)
$
(28)
(26)
(17)
(27)
(17)
Total
$
(72)
$
58
(115)
Change
$
11
11
6
9
6
$
43
The following commentary includes the effect on Operating income had we expensed employee stock options and employee
share purchase rights in fiscal 2005 and adjusting for reorganization benefits recorded during fiscal 2006 and 2005:
• Communications & High Tech operating income increased due to revenue growth, principally in our Electronics & High
Tech industry group across all geographic regions and improved gross margins, primarily in our EMEA and Asia Pacific
regions.
• Financial Services operating income decreased due to lower gross margins from increased payroll costs earlier in the year
and delivery inefficiencies on a small number of contracts, partially offset by revenue growth in our Banking industry group
across all regions and in our Insurance industry group in our Americas and Asia Pacific regions.
• Government operating income decreased principally due to the NHS Contracts’ operating losses of $225 million associated
with the net impact of the NHS Transfer Agreement and the second−quarter NHS adjustments, partially offset by strong
gross margins in outsourcing and increased profitability on certain consulting contracts. See “—The NHS Contracts.”
• Products operating income increased due to strong revenue growth, principally in our Americas region, improved gross
margins, and lower combined sales and marketing and general and administrative costs as a percentage of revenues before
reimbursements. In addition, Products operating income was positively affected by revenues recognized in connection with a
contract termination in our Retail industry group in our EMEA region during the third quarter of fiscal 2006. These increases
were partially offset by the NHS Contracts’ operating losses of $225 million associated with the net impact of the NHS
Transfer Agreement and the second−quarter NHS adjustments. See “—The NHS Contracts.”
• Resources operating income increased due to strong revenue growth in our Energy, Chemicals and Natural Resources
industry groups across all geographic regions and lower sales and marketing costs.
Gain on Investments, Net
Gain on investments, net was $2 million in fiscal 2006, a decrease of $19 million from fiscal 2005. The fiscal 2005 gain on
investments, net reflects gains on our retained interests in our venture and investment portfolio, which we sold in fiscal 2003.
Interest Income
Interest income was $130 million in fiscal 2006, an increase of $21 million, or 20%, over fiscal 2005. The increase resulted
primarily from an increase in interest rates.
Other Expense
Other expense was $28 million in fiscal 2006, an increase of $17 million over fiscal 2005. The increase resulted primarily
from an increase in net foreign currency exchange losses.
Provision for Income Taxes
The effective tax rates for fiscal 2006 and 2005 were 25.5% and 31.6%, respectively. The effective tax rate decreased in 2006
primarily as a result of benefits related to final determinations of prior−year tax liabilities and a 3.8 percentage point benefit
related to updated estimates of the probable future benefit of certain deferred tax assets. Final determinations of prior year tax
liabilities,
59
including final agreements with tax authorities and expirations of statutes of limitations, reduced the annual effective tax rate in
2006 and 2005 by 10.8 and 6.4 percentage points, respectively. The decrease in reorganization liabilities in fiscal 2006 and 2005
reduced the annual effective tax rate by 0.9 and 1.4 percentage points, respectively. These reductions in the 2006 tax rate were
partially offset by increases in the tax rate of 1.6 percentage points related to changes in our geographic mix of income, including
decreases in UK income resulting from NHS contract losses and increases in other nondeductible items.
Minority Interest
Minority interest eliminates the income earned or expense incurred attributable to the equity interest that some of our current
and former senior executives and their permitted transferees have in our Accenture SCA and Accenture Canada Holdings Inc.
subsidiaries. See “Business—Organizational Structure.” The resulting net income of Accenture Ltd represents the income
attributable to the shareholders of Accenture Ltd. Since January 2002, minority interest has also included immaterial amounts
primarily attributable to minority shareholders in our Avanade Inc. subsidiary.
Minority interest was $460 million in fiscal 2006, a decrease of $109 million, or 19%, from fiscal 2005. The decrease was
primarily due to lower Net income and a reduction in the Accenture SCA Class I common shares and Accenture Canada Holdings
Inc. exchangeable shares average ownership interests to 32% for the year ended August 31, 2006 from 37% for the year ended
August 31, 2005.
Earnings Per Share
Diluted earnings per share were $1.59 in fiscal 2006, compared with $1.56 in fiscal 2005. For fiscal 2005, had we expensed
employee stock options and employee share purchase rights, our reported diluted earnings per share would have been $1.40. For
information regarding our earnings per share calculation, see Footnote 2 (Earnings Per Share) to our Consolidated Financial
Statements under “Financial Statements and Supplementary Data.”
60
Year Ended August 31, 2005 Compared to Year Ended August 31, 2004
Revenues for each of our operating groups, geographic regions and types of work were as follows:
Year Ended
August 31,
2005
2004
Percent
Increase
US$
Percent
Increase
Local
Currency
Percent of Total
Revenues
Before
Reimbursements
for the
Year Ended
August 31,
2005
2004
(in millions)
OPERATING GROUPS
Communications & High Tech
Financial Services
Government
Products
Resources
Other
$ 4,001
3,408
2,172
3,570
2,389
7
$ 3,741
2,771
1,995
2,979
2,178
9
7%
23
9
20
10
n/m
4%
18
6
16
5
n/m
26%
22
14
23
15
—
27%
20
15
22
16
—
15,547
13,673
14%
10%
100%
100%
1,547
1,440
7
$ 17,094
$ 15,113
13%
GEOGRAPHY
Americas
EMEA(1)
Asia Pacific
$ 6,730
7,735
1,082
$ 6,133
6,572
968
10%
18
12
9%
11
8
43%
50
7
45%
48
7
TOTAL Revenues Before Reimbursements
$ 15,547
$ 13,673
14%
10%
100%
100%
TYPE OF WORK
Consulting
Outsourcing
$ 9,559
5,988
$ 8,589
5,084
11%
18
7%
14
61%
39
63%
37
TOTAL Revenues Before Reimbursements
$ 15,547
$ 13,673
14%
10%
100%
100%
TOTAL Revenues Before Reimbursements
Reimbursements
TOTAL REVENUES
n/m = not meaningful
(1) EMEA includes Europe, the Middle East and Africa.
Revenues
Our Communications & High Tech operating group achieved revenues before reimbursements of $4,001 million in fiscal
2005, compared with $3,741 million in fiscal 2004, an increase of 7% in U.S. dollars and 4% in local currency terms. The increase
was primarily due to growth in consulting revenues, particularly in our Americas and EMEA regions and our Electronics & High
Tech industry group. Outsourcing revenue growth, particularly in our EMEA and Asia Pacific regions, was offset by the
substantial reduction in late fiscal 2004 of the scope of our work with a major North American telecommunications client as a
result of that client’s changing business strategies.
Our Financial Services operating group achieved revenues before reimbursements of $3,408 million in fiscal 2005, compared
with $2,771 million in fiscal 2004, an increase of 23% in U.S. dollars and 18% in local currency terms, with both consulting and
outsourcing contributing to the growth in
61
revenues. This growth was driven by the strength of our business in both the Americas and EMEA regions, particularly in the
United Kingdom, and in our Banking and Insurance industry groups.
Our Government operating group achieved revenues before reimbursements of $2,172 million in fiscal 2005, compared with
$1,995 million in fiscal 2004, an increase of 9% in U.S. dollars and 6% in local currency terms, with both consulting and
outsourcing contributing to the growth in revenues. Results were driven by strong growth in our EMEA and Asia Pacific regions,
which was partially offset by a decrease in consulting revenues from clients in the Americas, particularly in the United States.
Our Products operating group achieved revenues before reimbursements of $3,570 million in fiscal 2005, compared with
$2,979 million in fiscal 2004, an increase of 20% in U.S. dollars and 16% in local currency terms. These increases were
attributable to strong growth in both consulting and outsourcing in all industry groups.
Our Resources operating group achieved revenues before reimbursements of $2,389 million in fiscal 2005, compared with
$2,178 million in fiscal 2004, an increase of 10% in U.S. dollars and 5% in local currency terms, with both consulting and
outsourcing contributing to the growth in revenues. We experienced strong overall growth in our Energy and Natural Resources
industry groups, as well as in our EMEA region. In our Utilities industry group, growth in outsourcing revenues before
reimbursements offset a decline in consulting revenues before reimbursements.
Our Americas region achieved revenues before reimbursements of $6,730 million in fiscal 2005, compared with
$6,133 million for fiscal 2004, an increase of 10% in U.S. dollars and 9% in local currency terms. Contributing to this growth was
our business in the United States and Brazil, partially offset by a decline in local currency revenues before reimbursements in
Canada.
Our EMEA region achieved revenues before reimbursements of $7,735 million for fiscal 2005, compared with $6,572 million
for fiscal 2004, an increase of 18% in U.S. dollars and 11% in local currency terms. A key contributor to this growth was our
business in the United Kingdom, where revenues before reimbursements for fiscal 2005 increased 19% in U.S. dollars and 13% in
local currency terms over fiscal 2004, primarily due to revenues from several exceptionally large contracts sold during fiscal 2004
that began making significant contributions to revenues in fiscal 2005. Also contributing to the strong growth in EMEA for fiscal
2005 was our business in Germany, Italy, the Netherlands and Spain. Revenue growth in the United Kingdom for the fourth
quarter of fiscal 2005 was affected by lower than expected revenues on the NHS Contracts.
Our Asia Pacific region achieved revenues before reimbursements of $1,082 million in fiscal 2005, compared with
$968 million for fiscal 2004, an increase of 12% in U.S. dollars and 8% in local currency terms. Our business in Australia and in
India contributed to the increase in revenues, partially offset by a decline in our business in Japan.
Operating Expenses
Operating expenses were $14,983 million in fiscal 2005, an increase of $1,628 million, or 12%, over fiscal 2004 and remained
flat at 88% of revenues in both fiscal 2005 and 2004. As a percentage of revenues before reimbursements, operating expenses
before reimbursable expenses were 86% and 87% in fiscal years 2005 and 2004, respectively. Excluding the effects of
restructuring and reorganization, operating expenses before reimbursements as a percentage of revenues before reimbursements
would have increased by 0.1 percentage points for fiscal 2005, compared with fiscal 2004.
62
The strengthening of various currencies against the U.S. dollar increased our reported operating expenses in fiscal 2005,
compared to fiscal 2004 and partially offset corresponding increases in reported revenues.
Cost of Services
Cost of services was $12,002 million in fiscal 2005, an increase of $1,505 million, or 14%, over fiscal 2004 and an increase as
a percentage of revenues to 70% in fiscal 2005 from 69% in fiscal 2004. Cost of services before reimbursable expenses was
$10,455 million in fiscal 2005, an increase of $1,398 million, or 15%, over fiscal 2004. Cost of services before reimbursable
expenses increased as a percentage of revenues before reimbursements to 67% in fiscal 2005 from 66% in fiscal 2004. Gross
margins (revenues before reimbursements less cost of services before reimbursements) decreased to 32.8% of revenues before
reimbursements in fiscal 2005 from 33.8% in fiscal 2004.
The increase in cost of services and the decrease in gross margins as a percentage of revenues before reimbursements were
due primarily to the lower−than−expected margins attributable to delays under the NHS Contracts, a small number of delivery
inefficiencies in certain operating groups, and incurred and expected cost overruns associated with the development of reusable
assets in connection with certain client contracts, partially offset by lower variable compensation expense.
Sales and Marketing
Sales and marketing expense was $1,558 million in fiscal 2005, an increase of $70 million, or 5%, over fiscal 2004 and
decreased as a percentage of revenues before reimbursements to 10% in fiscal 2005 from 11% in fiscal 2004. A key driver of the
increase in sales and marketing expense was a $100 million increase in market− and business−development activities, partially
offset by a decrease in variable compensation expense.
General and Administrative Costs
General and administrative costs were $1,512 million in fiscal 2005, an increase of $171 million, or 13%, over fiscal 2004 and
remained flat as a percentage of revenues before reimbursements at 10% in both fiscal 2005 and 2004.
Reorganization and Restructuring (Benefits) Costs
We recorded net reorganization benefits of $89 million in fiscal 2005, which included a $115 million reduction in
reorganization liabilities offset by $26 million of interest expense associated with carrying these liabilities. At August 31, 2005,
the remaining liability for reorganization costs was $381 million, of which $64 million was classified as current liabilities because
expirations of statutes of limitations could occur within 12 months. In fiscal 2004, we recorded net reorganization benefits of
$78 million, which included a $105 million reduction in reorganization liabilities offset by $27 million of interest expense
associated with carrying these liabilities. In both fiscal 2005 and 2004, the reduction in liabilities was primarily due to final
determinations of certain reorganization liabilities established in connection with our transition to a corporate structure in 2001.
For additional information, refer to Footnote 3 (Restructuring and Reorganization (Benefits) Costs) to our Consolidated Financial
Statements under “Financial Statements and Supplementary Data.”
During fiscal 2004, we recorded restructuring costs of $107 million relating to our global consolidation of office space,
primarily in the United States and the United Kingdom. These costs included losses on operating leases and write−downs of
related assets such as leasehold improvements resulting from abandoned office space. No restructuring costs were recorded during
fiscal 2005.
63
Operating Income
Operating income was $2,111 million in fiscal 2005, an increase of $352 million, or 20%, over fiscal 2004. Operating income
as a percentage of revenues before reimbursements was 13.6% and 12.9% in fiscal 2005 and 2004, respectively. Excluding the
effects of restructuring and reorganization, operating income as a percentage of revenues before reimbursements would have
decreased by 0.1 percentage points for fiscal 2005 compared with fiscal 2004.
Operating income for each of the operating groups was as follows:
Year Ended August 31,
Increase
(Decrease)
2005
2004
Communications & High Tech
Financial Services
Government
Products
Resources
$ 673
500
169
413
356
$ 404
354
311
415
275
$
Total
$ 2,111
$ 1,759
$
Effect of
Reorganization
Benefits and
Restructuring
Costs(1)
(in millions)
269
$
146
(142)
(2)
81
352
$
Net Increase
(Decrease)
28
27
18
27
18
$
241
119
(160)
(29)
63
118
$
234
(1) Reorganization benefits and restructuring costs recorded during the period were allocated to the reportable operating groups as follows:
Year Ended August 31,
2005
2004
Communications & High Tech
Financial Services
Government
Products
Resources
$
21
20
14
21
13
(in millions)
$
(7)
(7)
(4)
(6)
(5)
Total
$
89
$
(29)
Change
$
28
27
18
27
18
$
118
Excluding the effects of reorganization and restructuring, operating income in fiscal 2005 increased by $234 million from
fiscal 2004, reflecting increases in Communications & High Tech, Financial Services and Resources, which were partially offset
by decreases in Government and Products. The following commentary excludes the effects of reorganization and restructuring:
• Communications & High Tech operating income increased primarily due to higher gross margins in fiscal 2005, reflecting
strong consulting revenue growth in North America and EMEA, as well as the impact of lower−than−expected margins on
three contracts in fiscal 2004.
• The increase in Financial Services operating income reflected a 23% increase in revenues before reimbursements and
improved margins.
• Government operating income decreased partly due to lower−than−expected margins attributable to temporary delays under
the NHS Contracts, cost overruns associated with the development of reusable assets in connection with certain client
contracts, delivery inefficiencies on a small number of other contracts and a favorable contract settlement in fiscal 2004.
64
• Products operating income decreased slightly, due to lower−than−expected margins attributable to temporary delays under
the NHS Contracts and delivery inefficiencies on a small number of other contracts, partially offset by a 20% increase in
revenues.
• The increase in Resources operating income was driven by increased revenues, reduced delivery costs and improved quality.
Gain on Investments, Net
Gain on investments, net was $21 million in fiscal 2005, an increase of $18 million from fiscal 2004. This reflects gains on
our retained interests in our venture and investment portfolio, which we sold in fiscal 2003.
Interest Income
Interest income was $108 million in fiscal 2005, an increase of $48 million, or 81%, from fiscal 2004. The increase resulted
primarily from the increase in interest rates and an increase in average client financing balances during fiscal 2005, compared with
the average balances for fiscal 2004.
Other (Expense) Income
Other expense was $11 million in fiscal 2005, compared with other income of less than $1 million in fiscal 2004. The fiscal
2005 expense was primarily due to net foreign currency exchange losses in fiscal 2005, compared with net foreign currency
exchange gains in fiscal 2004.
Provision for Income Taxes
The effective tax rates for fiscal years 2005 and 2004 were 31.6% and 32.0%, respectively. The effective tax rate decreased in
2005 as a result of changes in our geographic distribution of income and benefits related to final determinations of prior−year tax
liabilities. This was partially offset by increases related to net nondeductible items and updated estimates of current and
prior−year income tax exposures. Final determinations of prior year tax liabilities in 2005 and 2004 reduced the annual effective
tax rate by 6.4 and 2.2 percentage points, respectively. The decrease in reorganization liabilities in fiscal years 2005 and 2004
reduced the annual effective tax rate by 1.4 and 1.5 percentage points, respectively. The decrease in reorganization liabilities had
the effect of increasing pre−tax income without a corresponding increase in the provision for income taxes. Final determinations
could also occur in fiscal 2006 which could generate income tax benefits.
Minority Interest
Minority interest eliminates the income earned or expense incurred attributable to the equity interest that some of our current
and former senior executives and their permitted transferees have in our Accenture SCA and Accenture Canada Holdings Inc.
subsidiaries. See “Business—Accenture Organizational Structure.” The resulting net income of Accenture Ltd represents the
income attributable to the shareholders of Accenture Ltd. Since January 2002, minority interest has also included immaterial
amounts primarily attributable to minority shareholders in our Avanade Inc. subsidiary.
Minority interest was $568 million in fiscal 2005, an increase of $36 million, or 7%, over fiscal 2004, primarily due to an
increase in income before minority interest of $286 million, partially offset by a reduction in the Accenture SCA Class I common
shares and Accenture Canada Holdings Inc.
65
exchangeable shares average ownership interests to 37% for the year ended August 31, 2005 from 43% for the year ended
August 31, 2004.
Earnings Per Share
Diluted earnings per share were $1.56 in fiscal 2005, compared with $1.22 in fiscal 2004. The fiscal 2005 net reorganization
benefits had the effect of increasing diluted earnings per share by $0.09. The fiscal 2004 restructuring costs relating to our global
consolidation of office space had the effect of reducing diluted earnings per share by $0.07, and the fiscal 2004 net reorganization
benefits had the effect of increasing diluted earnings per share by $0.08. Refer to Footnote 3 (Restructuring and Reorganization
(Benefits) Costs) to our Consolidated Financial Statements under “Financial Statements and Supplementary Data.”
Liquidity and Capital Resources
Our primary sources of liquidity are cash flows from operations, debt capacity available under various credit facilities and
available cash reserves. We may also be able to raise additional funds through public or private debt or equity financings in order
to:
• take advantage of opportunities, including more rapid expansion;
• acquire complementary businesses or technologies;
• develop new services and solutions;
• respond to competitive pressures; or
• facilitate purchases, redemptions and exchanges of Accenture shares.
At August 31, 2006, cash and cash equivalents of $3,067 million combined with $463 million of liquid fixed−income
securities that are classified as investments in our Consolidated Balance Sheet totaled $3,530 million, compared with
$3,185 million at August 31, 2005, an increase of $345 million.
Cash flows from operating, investing and financing activities, as reflected in our Consolidated Cash Flow Statement, are
summarized in the following table:
Year Ended August 31,
2006
2005
2006 to 2005
Change
2004
(in millions)
Net cash provided by (used in):
Operating activities
Investing activities
Financing activities
Effect of exchange rate changes on cash and cash equivalents
$ 2,668
(253)
(1,934)
102
$ 1,887
(575)
(1,377)
(4)
$ 1,756
(897)
(688)
49
$
781
322
(557)
106
Net increase (decrease) in cash and cash equivalents
$
$
$
$
652
583
(69)
220
Operating activities: The $781 million increase in cash provided in fiscal 2006 compared with fiscal 2005 was primarily due
to increases in revenues and the related collections of billings during fiscal 2006, compared with fiscal 2005. The $131 million
increase in cash provided in fiscal 2005, compared with fiscal 2004 was primarily due to an increase in net income, an increase in
accounts payable, and $50 million in discretionary contributions to our U.S. employees’ pension plans in fiscal 2005, compared
with $230 million in fiscal 2004.
66
Investing activities: The $322 million decrease in cash used was primarily due to a decrease in the purchases of marketable
securities, partially offset by a decrease in net proceeds from marketable securities. The $322 million decrease in cash used in
fiscal 2005, compared with fiscal 2004 was primarily due to a decrease in net purchases of marketable securities, partially offset
by the acquisition of the net assets of Capgemini’s North American Health practice for $179 million in cash (including $4 million
of acquisition expenses). During fiscal 2006, 2005 and 2004, we invested $306 million, $318 million and $282 million,
respectively, in capital expenditures, primarily for technology assets, furniture and equipment and leasehold improvements to
support our operations. We expect that our capital expenditures will be approximately $335 million in fiscal 2007.
Financing activities: The $557 million increase in cash used was primarily driven by an increase in purchases of common
shares and the payment of $268 million in cash dividends, partially offset by a $138 million increase in cash received for
Accenture Ltd Class A common shares issued under Accenture’s employee share programs. For additional information, see
Footnote 13 (Material Transactions Affecting Shareholders’ Equity) to our Consolidated Financial Statements under “Financial
Statements and Supplementary Data.” The $689 million increase in cash used in fiscal 2005, compared with fiscal 2004 was
primarily driven by an increase of net purchases of common shares in fiscal 2005, partly offset by a net decrease in restricted cash
of the predecessor to the Accenture Share Employee Compensation Trust.
We believe that our available cash balances and the cash flows expected to be generated from operations will be sufficient to
satisfy our current and planned working capital and investment needs for the next twelve months. We also believe that our
longer−term working capital and other general corporate funding requirements will be satisfied through cash flows from
operations and, to the extent necessary, from our borrowing facilities and future financial market activities.
Borrowing Facilities
At August 31, 2006, we had the following borrowing facilities, including the issuance of letters of credit, to support general
working capital purposes:
Facility
Amount
(in millions)
Syndicated loan facility(1)
Separate bilateral, uncommitted, unsecured multicurrency revolving credit facilities(2)
Local guaranteed and non−guaranteed lines of credit(3)
$
1,200
350
136
Total
$
1,686
(1) On July 31, 2006, we replaced our $1.5 billion syndicated loan facility maturing on June 18, 2009 with a $1.2 billion syndicated loan facility maturing on July 31, 2011. This new
facility provides unsecured, revolving borrowing capacity for general working capital purposes, including the issuance of letters of credit. Financing is provided under this facility at
the prime rate or at the London Interbank Offered Rate plus a spread. This facility requires us to: (1) limit liens placed on our assets to (a) liens incurred in the ordinary course of
business (subject to certain qualifications) and (b) other liens securing obligations not to exceed 30% of the Company’s consolidated assets; and (2) maintain a debt−to−cash−flow ratio
not exceeding 1.75 to 1.00. We continue to be in compliance with these terms. As of August 31, 2006, we had no borrowings under the facility. The facility is subject to annual
commitment fees.
(2) We maintain three separate bilateral, uncommitted, unsecured multicurrency revolving credit facilities. These facilities provide local−currency financing for the majority of our
operations. Interest rate terms on the bilateral revolving facilities are at market rates prevailing in the relevant local markets. Effective August 31, 2006, we amended two of the
bilateral credit facilities, which increased total capacity by $100 million to $350 million. As of August 31, 2006 and 2005, we had $2 million and $4 million, respectively, of
borrowings under these facilities.
(3) We also maintain local guaranteed and non−guaranteed lines of credit for those locations that cannot access our global facilities. At August 31, 2006, we had no borrowings under these
various facilities.
67
Under the borrowing facilities described above, we had an aggregate of $153 million and $186 million of letters of credit
outstanding at August 31, 2006 and 2005, respectively. In addition, we had zero and $9 million of other short−term borrowings at
August 31, 2006 and 2005, respectively.
We also had total outstanding debt of $50 million and $62 million at August 31, 2006 and 2005, respectively, which was primarily
incurred in conjunction with the purchase of Accenture HR Services.
Client Financing
In limited circumstances, we agree to extend financing to clients on technology integration consulting contracts. The terms
vary by contract, but generally we contractually link payment for services to the achievement of specified performance
milestones. We finance these client obligations primarily with existing working capital and bank financing in the country of
origin. Imputed interest is recorded at market rates in Interest income in the Consolidated Income Statement. Information
pertaining to client financing is as follows:
August 31,
2006
2005
(in millions, except
number of clients)
25
Number of clients
29
Client financing included in Current unbilled services
Client financing included in Non−current unbilled services
$
158
105
$
262
472
Total client financing, current and non−current
$
263
$
734
The decrease in client financing from August 31, 2005 was primarily due to the reversal of client financing balances related to
the impact of the NHS Transfer Agreement. See “— The NHS Contracts.”
Share Purchases and Redemptions
From time to time Accenture purchases Accenture Ltd Class A common shares through the Company’s open−market purchase
program and also purchases, redeems and exchanges Accenture shares held by our current and former senior executives and their
permitted transferees. In fiscal 2005, the Board of Directors of Accenture granted authority to utilize $3.0 billion for purchases
and redemptions of shares held by current and former senior executives and their permitted transferees and open−market share
purchases, as well as for the acquisition of certain Accenture Ltd Class A common shares awarded to employees pursuant to
restricted share units awarded in connection with our initial public offering. Effective as of March 24, 2006, the Board of
Directors of Accenture authorized an additional $1.5 billion for the purchase, redemption and exchange from time to time of
Accenture shares, including open−market share purchases.
Open−Market Purchases
Accenture has conducted a publicly announced, open−market share purchase program for Accenture Ltd Class A common
shares. These purchased shares are currently utilized to provide for select employee benefits, such as equity awards to our senior
executives. These shares are held by one or more subsidiaries of Accenture Ltd and are treated as treasury shares.
68
Senior Executive Trading Policy and Practices
Under our Share Management Plan, which expired on July 24, 2005, we provided quarterly transactions to give our current
and former senior executives and their permitted transferees the opportunity to dispose of shares that were eligible for transfer
under the terms of the various transfer restrictions applicable to them. Prior to March 2006, Accenture also purchased certain
Accenture Ltd Class A common shares awarded to employees pursuant to restricted share units issued in connection with our
initial public offering.
In July 2005, we implemented a Senior Executive Trading Policy applicable to our senior executives which provides, among
other things, that all Accenture Ltd Class A common shares, Accenture SCA Class I common shares, and Accenture Canada
Holdings Inc. exchangeable shares covered by the transfer restrictions contained in our various charter documents and still held by
actively employed senior executives but which are no longer restricted by transfer restrictions will be subject to
company−imposed quarterly trading guidelines. These currently limit the total number of shares redeemed, sold or otherwise
transferred in any calendar quarter to no more than a composite average weekly volume of trading in Accenture Ltd Class A
common shares. The Senior Executive Trading Policy was implemented, in part, due to the expiration on July 24, 2005 of our
Share Management Plan for current and former senior executives and the charter provisions used to facilitate that plan. Since
July 24, 2005, holders of shares covered by the transfer restrictions contained in our various charter documents have been able to
individually execute sales, redemptions or dispositions of those shares that are no longer subject to these charter provisions and, in
the case of our senior executives, in compliance with the quarterly trading guidelines contained in the Senior Executive Trading
Policy. We may continue for the time being to redeem or purchase all Accenture SCA Class I common shares and Accenture
Canada Holdings Inc. exchangeable shares offered for redemption or purchase for cash.
69
A summary of our share purchase activity in fiscal 2005 and 2006 was as follows:
Open−Market Share
Purchase Program
Shares
Other Share
Purchase Programs
Amount
Shares
Amount
(in millions)
Available authorization as of August 31, 2004
Purchases and redemptions(1)
Additional authorizations(2)
Available authorization as of August 31, 2005
Purchases and redemptions(3)
Additional authorizations(4)
Available authorization as of August 31, 2006
$
20,566,470
62
(481)
1,000
45,147,483
3,491,500
581
(103)
500
43,301,787
$
978
$
(in millions)
224
$ 286
(1,103)
(1,584)
2,000
3,000
1,121
(1,179)
1,000
$
Total
942
1,702
(1,282)
1,500
$ 1,920
(1) Other Share Purchase Programs include the following purchase activity during fiscal 2005:
• 44,105,764 Accenture SCA Class I common shares redeemed or purchased for a total cash outlay of $1,078 million and 643,325 Accenture Canada Holdings Inc. exchangeable
shares purchased for a total cash outlay of $16 million; and
• 398,394 shares purchased through the RSU Sell−Back Program for a total cash outlay of $10 million.
(2) On October 15, 2004, an additional $1 billion was authorized for purchase under the Company’s open−market share purchase program and an additional $2 billion was authorized for
redemptions and purchases under the Company’s other share purchase programs.
(3) Other Share Purchase Programs include the following purchase activity during fiscal 2006:
• 31,416,894 Accenture SCA Class I common shares redeemed or purchased for a total cash outlay of $918 million and 421,194 Accenture Canada Holdings Inc. exchangeable shares
purchased for a total cash outlay of $12 million;
• 11,231,941 Accenture Ltd Class A common shares purchased for an aggregate purchase price of $243 million; and
• 231,758 shares purchased through the RSU Sell−Back Program whereby the Company offers to purchase Accenture Ltd Class A common shares awarded to employees pursuant to
restricted share units issued in connection with its initial public offering for a total cash outlay of $7 million. The RSU Sell−Back Program was terminated, effective March 1, 2006.
All remaining funding authorizations for the RSU Sell−Back Program were reallocated and made available for use in the Company’s other share purchase programs.
(4) On March 24, 2006, an additional $500 million was authorized for purchase under the Company’s open−market share purchase program and an additional $1 billion was authorized for
redemptions and purchases under the Company’s other share purchase programs.
Other Redemptions and Purchases
On September 14, 2005, Accenture SCA and one of its subsidiaries made a tender offer to Accenture SCA Class I common
shareholders that resulted in the redemption and purchase on October 14, 2005 of an aggregate of 35,922,744 Accenture SCA
Class I common shares at a price of $21.50 per share. The total cash outlay for this transaction was $775 million and was
separately authorized by the Board of Directors of Accenture.
During the year ended August 31, 2006, as authorized under Accenture’s various employee equity share plans, Accenture
acquired 1,095,728 Accenture Ltd Class A common shares via share withholding for payroll tax obligations due from employees
and former employees in connection with the delivery of Accenture Ltd Class A common shares under those plans for a total cash
outlay of $31 million.
Subsequent Developments
On September 11, 2006, Accenture SCA and one of its subsidiaries made a tender offer to Accenture SCA Class I common
shareholders that resulted in the redemption and purchase, effective as of October 11, 2006 of an aggregate of 7.5 million
Accenture SCA Class I common shares at a price of $24.75 per share. The total cash outlay for these transactions was
approximately $187 million.
On September 25, 2006, Accenture Ltd declared a cash dividend of $0.35 per share on its Class A common shares for
shareholders of record at the close of business on October 13, 2006.
70
Accenture Ltd will cause Accenture SCA to declare a cash dividend of $0.35 per share on its Class I common shares for
shareholders of record at the close of business on October 5, 2006. Both dividends are payable on November 15, 2006.
Obligations and Commitments
As of August 31, 2006, we had the following obligations and commitments to make future payments under contracts,
contractual obligations and commercial commitments:
Payments due by period
Contractual Cash Obligations
Total
Less than 1 year
1−3 years
Long−term debt
Operating leases
Retirement obligations(1)
Other commitments(2)
$
50
2,213
214
534
$
23
338
44
363
$
Total
$ 3,011
$
768
$
3−5 years
(in millions)
26
$
517
73
119
735
$
More than 5 years
1
371
44
39
$
—
987
53
13
455
$
1,053
(1) This represents projected payments under our Basic Retirement Benefit and Early Retirement Plans. Because both of these plans are unfunded, we pay these benefits directly. These
plans were eliminated for active partners after May 15, 2001.
(2) Other commitments include, among other things, information technology, software support and maintenance obligations, as well as other obligations in the ordinary course of business
that we cannot cancel or where we would be required to pay a termination fee in the event of cancellation. Amounts shown do not include recourse that we may have to recover
termination fees or penalties from clients.
Off−Balance Sheet Arrangements
We have various agreements by which we may be obligated to indemnify the other party with respect to certain matters.
Generally, these indemnification provisions are included in contracts arising in the normal course of business under which we
customarily agree to hold the indemnified party harmless against losses arising from a breach of representations related to such
matters as title to assets sold, licensed or certain intellectual property rights and other matters. Payments by us under such
indemnification clauses are generally conditioned on the other party making a claim. Such claims are generally subject to
challenge by us and dispute resolution procedures specified in the particular contract. Furthermore, our obligations under these
arrangements may be limited in terms of time and/or amount and, in some instances, we may have recourse against third parties
for certain payments made by us. It is not possible to predict the maximum potential amount of future payments under these
indemnification agreements due to the conditional nature of our obligations and the unique facts of each particular agreement.
Historically, we have not made any payments under these agreements that have been material individually or in the aggregate. As
of August 31, 2006, we were not aware of any obligations under such indemnification agreements that would require material
payments.
From time to time, we enter into contracts with clients whereby we have joint and several liability with other participants
and/or third parties providing related services and products to clients. Under these arrangements, we and other parties may assume
some responsibility to the client or a third party for the performance of others under the terms and conditions of the contract with
or for the benefit of the client or in relation to the performance of certain contractual obligations. To date, we have not been
required to make any payments under any of the contracts described in this paragraph. For further discussion of these transactions,
see Footnote 15 (Commitments and Contingencies) to our Consolidated Financial Statements under “Financial Statements and
Supplementary Data.”
71
Newly Issued Accounting Standards
In July 2006, the Financial Accounting Standards Board (“FASB”) issued Financial Interpretation No. 48, “Accounting for
Uncertainty in Income Taxes−an interpretation of FASB Statement No. 109” (“FIN 48”), which is a change in accounting for
income taxes. FIN 48 specifies how tax benefits for uncertain tax positions are to be recognized, measured, and derecognized in
financial statements; requires certain disclosures of uncertain tax matters; specifies how reserves for uncertain tax positions should
be classified in the balance sheet; and provides transition and interim−period guidance, among other provisions. FIN 48 is
effective for fiscal years beginning after December 15, 2006 and, as a result, is effective for us beginning September 1, 2007. We
are currently evaluating the impact of FIN 48 on our Consolidated Financial Statements.
In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 158,
“Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87,
106, and 132(R)” (“SFAS No. 158”). SFAS No. 158 requires companies to recognize a net liability or asset and an offsetting
adjustment to accumulated other comprehensive income to report the funded status of defined benefit pension and other
postretirement benefit plans. SFAS No. 158 requires prospective application, recognition and disclosure requirements effective for
our fiscal year ending August 31, 2007. Additionally, SFAS No. 158 requires companies to measure plan assets and obligations at
their year−end balance sheet date. This requirement is effective for our fiscal year ending August 31, 2009. We are currently
evaluating the impact of the adoption of SFAS No. 158; however, we do not expect that it will have a material impact on our
Consolidated Financial Statements.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We have no market risk sensitive instruments entered into for trading purposes; therefore, all of our market risk sensitive
instruments were entered into for purposes other than trading.
Foreign Currency Risk
We are exposed to foreign currency risk in the ordinary course of business. We hedge material cash flow exposures when
feasible using forward and/or option contracts, with the Euro accounting for a significant portion of the notional amount being
hedged. These instruments are generally short−term in nature, with typical maturities of less than one year, and are subject to
fluctuations in foreign exchange rates and credit risk. From time to time, we enter into forward or option contracts of a long−term
nature. Credit risk is managed through careful selection and ongoing evaluation of the financial institutions utilized as
counterparties.
We use sensitivity analysis to determine the effects that market exchange rate fluctuations may have on the fair value of our
hedge portfolio. The sensitivity of the hedge portfolio is computed based on the market value of future cash flows as affected by
changes in exchange rates. This sensitivity analysis represents the hypothetical changes in value of the hedge position and does
not reflect the offsetting gain or loss on the underlying exposure. As of August 31, 2006, a 10% decrease in the levels of foreign
currency exchange rates against the U.S. dollar with all other variables held constant would have resulted in a decrease in the fair
value of our hedge instruments of $43 million, while a 10% increase in the levels of foreign currency exchange rates against the
U.S. dollar would have resulted in an increase in the fair value of our hedge instruments of $43 million. As of August 31, 2005, a
10% decrease in the levels of foreign currency exchange rates against the U.S. dollar with all other variables held constant would
have resulted in a decrease in the fair value of our hedge instruments of $19 million, while a 10% increase in the levels of foreign
currency exchange rates
72
against the U.S. dollar would have resulted in an increase in the fair value of our hedge instruments of $19 million.
Interest Rate Risk
The interest rate risk associated with our borrowing and investing activities at August 31, 2006 is not material in relation to
our consolidated financial position, results of operations or cash flows. While we may do so in the future, we have not used
derivative financial instruments to alter the interest rate characteristics of our investment holdings or debt instruments.
Equity Price Risk
The equity price risk associated with our marketable equity securities that are subject to market price volatility is not material
in relation to our consolidated financial position, results of operations or cash flows.
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See the index included on page F−1, Index to Consolidated Financial Statements.
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
ITEM 9A.
CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Based on their evaluation for the period covered by this Annual Report on Form 10−K, the Chief Executive Officer and the
Chief Financial Officer of Accenture Ltd have concluded that, as of the end of this period, Accenture Ltd’s disclosure controls and
procedures (as defined in Rules 13a−15(e) and 15d−15(e) under the Exchange Act) are effective to ensure that information
required to be disclosed by Accenture Ltd in the reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.
(b) Management’s Annual Report on Internal Control over Financial Reporting
Accenture’s management is responsible for establishing and maintaining adequate internal control over financial reporting to
provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes
those policies and procedures that:
(i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and
dispositions of our assets;
(ii) provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made
only in accordance with the authorization of management and/or our Board of Directors; and
73
(iii) provide reasonable assurance regarding the prevention or timely detection of any unauthorized acquisition, use or
disposition of our assets that could have a material effect on our financial statements.
Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief
Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated
Framework. Based on its evaluation, our management concluded that our internal control over financial reporting was effective as
of the end of the period covered by this Annual Report on Form 10−K.
KPMG LLP, an independent registered public accounting firm, has audited the Consolidated Financial Statements included in
this Annual Report on Form 10−K and, as part of their audit, has issued its reports, included herein, on (1) our management’s
assessment of the effectiveness of our internal control over financial reporting and (2) the effectiveness of our internal control
over financial reporting. See “Report of Independent Registered Public Accounting Firm” on page F−3.
(c) Changes in Internal Control over Financial Reporting
There has been no change in Accenture Ltd’s internal control over financial reporting that occurred during the fourth quarter
of fiscal 2006 that has materially affected, or is reasonably likely to materially affect, Accenture Ltd’s internal control over
financial reporting.
ITEM 9B.
OTHER INFORMATION
None.
74
PART III
ITEM 10.
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information about our directors is incorporated by reference from the discussion under the heading “Board and Corporate
Governance Matters—Director Biographies” in the Proxy Statement for our Annual General Meeting of Shareholders to be held
February 7, 2007 (the “2007 Proxy Statement”). Information about our executive officers is contained in the discussion entitled
“Executive Officers of the Registrant” in Part I of this Form 10−K. Information about compliance with Section 16(a) of the
Exchange Act is incorporated by reference from the discussion under the heading “Section 16(a) Beneficial Ownership Reporting
Compliance” in our 2007 Proxy Statement. Information about our Audit Committee, including the members of the Committee,
and our Audit Committee financial experts, is incorporated by reference from the discussion under the heading “Board and
Corporate Governance Matters—Audit Committee” in our 2007 Proxy Statement. Information about our Code of Business Ethics
governing our employees, including our chief executive officer, chief financial officer and principal accounting officer, and our
directors, where appropriate, is incorporated by reference from the discussion under the heading “Board and Corporate
Governance Matters—Board Meetings and Committees” in our 2007 Proxy Statement.
ITEM 11.
EXECUTIVE COMPENSATION
Information about director and executive compensation is incorporated by reference from the discussion under the headings
“Compensation of Executive Officers and Directors,” “Reports of the Committees of the Board—Report of the Compensation
Committee on Executive Compensation” and “Performance Graph” in our 2007 Proxy Statement.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED SHAREHOLDER MATTERS
Information about security ownership of certain beneficial owners and management and related shareholder matters is
incorporated by reference from the discussion under the headings “Beneficial Ownership of Directors and Executive Officers,”
“Beneficial Ownership of More Than Five Percent of Any Class of Voting Securities” and “Equity Compensation Plan
Information” in our 2007 Proxy Statement.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information about certain relationships and transactions with related parties is incorporated by reference from the discussion
under the heading “Certain Relationships and Related Transactions” in our 2007 Proxy Statement.
ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
Information about the fees for professional services rendered by our independent auditors in 2006 and 2005 and our Audit
Committee’s policy on pre−approval of audit and permissible non−audit services of our independent auditors is incorporated by
reference from the discussion under the heading “Principal Accounting Fees and Services” in our 2007 Proxy Statement.
75
PART IV
ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) List of documents filed as part of this report:
1.
Financial Statements as of August 31, 2006 and August 31, 2005 and for the three years ended August 31, 2006—Included
in Part II of this Form 10−K:
Consolidated Balance Sheets
Consolidated Income Statements
Consolidated Shareholders’ Equity and Comprehensive Income Statements
Consolidated Cash Flows Statements
2.
3.
Notes to Consolidated Financial Statements
Financial Statement Schedules:
None
Exhibit Index:
Exhibit
Number
Exhibit
3.1
3.2
9.1
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
Memorandum of Continuance of the Registrant, dated February 21, 2001 (incorporated by reference to Exhibit 3.1 to the
Registrant’s Registration Statement on Form S−1/ A filed on July 2, 2001 (the “July 2, 2001 Form S−1/ A”)).
Form of Bye−laws of the Registrant, effective as of February 2, 2005 (incorporated by reference to Exhibit 3.1 to the February 28,
2005 10−Q).
Form of Voting Agreement, dated as of April 18, 2001, among the Registrant and the covered persons party thereto as amended and
restated as of February 3, 2005 (incorporated by reference to Exhibit 9.1 to the February 28, 2005 10−Q).
Form of Partner Matters Agreement, dated as of April 18, 2001, among the Registrant and the partners party thereto (incorporated
by reference to Exhibit 10.1 to the April 19, 2001 Form S−1).
Form of Non−Competition Agreement, dated as of April 18, 2001, among the Registrant and certain employees (incorporated by
reference to Exhibit 10.2 to the April 19, 2001 Form S−1).
2001 Share Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S−1/ A
filed on July 12, 2001).
2001 Employee Share Purchase Plan (incorporated by reference to Exhibit 10.14 to the November 30, 2001 10−Q).
Form of Articles of Association of Accenture SCA, consolidated and updated as of June 28, 2005 (incorporated by reference to
Exhibit 10.1 to the May 31, 2005 10−Q).
Form of Accenture SCA Transfer Rights Agreement, dated as of April 18, 2001, among Accenture SCA and the covered persons
party thereto as amended and restated as of February 3, 2005 (incorporated by reference to Exhibit 10.2 to the February 28,
2005 10−Q).
Form of Non−Competition Agreement, dated as of April 18, 2001, among Accenture SCA and certain employees (incorporated by
reference to Exhibit 10.7 to the April 19, 2001 Form S−1).
Form of Letter Agreement, dated April 18, 2001, between Accenture SCA and certain shareholders of Accenture SCA (incorporated
by reference to Exhibit 10.8 to the April 19, 2001 Form S−1).
Form of Support Agreement, dated as of May 23, 2001, between the Registrant and Accenture Canada Holdings Inc. (incorporated
by reference to Exhibit 10.9 to the July 2, 2001 Form S−1/ A).
76
Exhibit
Number
Exhibit
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
Form of Employment Agreement of Messrs. Campbell, Cole, Coughlan, Frerichs, Green, McGrath, Rohleder and Scrivner and
Ms. Mascolo (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S−1/ A filed on
June 8, 2001 (the “June 8, 2001 S−1/ A”)).
Form of Employment Agreement of Karl−Heinz Flöther (incorporated by reference to Exhibit 10.3 to the November 30,
2001 10−Q).
Form of Employment Agreement of Messrs. Foster and Lajtha (incorporated by reference to Exhibit 10.8 to the November 30,
2001 10−Q).
Form of Employment Agreement of Gianfranco Casati (English translation) (filed herewith).
Form of Employment Agreement of Alexander van ’t Noordende (English translation) (filed herewith).
Form of Articles of Association of Accenture Canada Holdings Inc. (incorporated by reference to Exhibit 10.11 to the July 2, 2001
Form S−1/ A).
Form of Exchange Trust Agreement by and between the Registrant and Accenture Canada Holdings Inc. and CIBC Mellon Trust
Company, made as of May 23, 2001 (incorporated by reference to Exhibit 10.12 to the July 2, 2001 Form S−1/ A).
Form of Letter Agreement, dated May 21, 2001, between the Registrant and Stichting Naritaweg I (incorporated by reference to
Exhibit 10.13 to the July 2, 2001 Form S−1/ A).
Form of Letter Agreement, dated May 21, 2001, between the Registrant and Stichting Naritaweg II (incorporated by reference to
Exhibit 10.14 to the July 2, 2001 Form S−1/ A).
Form of Transfer Restriction Agreement dated as of October 1, 2002 among Accenture Ltd and the transferors and transferees
signatory thereto (incorporated by reference to Exhibit 9.1 to the November 30, 2002 10−Q).
Form of Transfer Restriction Agreement dated as of October 1, 2002 among Accenture SCA and the transferors and transferees
signatory thereto (incorporated by reference to Exhibit 9.1 to Accenture SCA’s November 30, 2002 10−Q).
Form of First Amendment, dated as of May 1, 2003, to Transfer Restriction Agreement dated as of October 1, 2002 among
Accenture Ltd and the transferors and transferees signatory thereto (incorporated by reference to Exhibit 99.(d)(13) to Accenture
SCA’s and Accenture International SARL’s Schedule TO filed on September 30, 2003).
Form of First Amendment, dated as of May 1, 2003, to Transfer Restriction Agreement dated as of October 1, 2002 among
Accenture SCA and the transferors and transferees signatory thereto (incorporated by reference to Exhibit 99.(d)(14) to Accenture
SCA’s and Accenture International SARL’s Schedule TO filed on September 30, 2003).
Form of Second Amendment, dated as of October 1, 2003, to Transfer Restriction Agreement dated as of October 1, 2002 among
Accenture Ltd and the transferors and transferees signatory thereto (incorporated by reference to Exhibit 99.(d)(15) to Accenture
SCA’s and Accenture International SARL’s Schedule TO filed on April 29, 2004).
Form of Second Amendment, dated as of October 1, 2003, to Transfer Restriction Agreement dated as of October 1, 2002 among
Accenture SCA and the transferors and transferees signatory thereto (incorporated by reference to Exhibit 99.(d)(16) to Accenture
SCA’s and Accenture International SARL’s Schedule TO filed on April 29, 2004).
Form of Ltd Transfer Restriction Agreement for the Accenture Family and Charitable Transfer Program dated as of April 1, 2005
among Accenture Ltd and the transferors and transferees signatory thereto (incorporated by reference to Exhibit 10.3 to the
May 31, 2005 10−Q).
Form of SCA Transfer Restriction Agreement for the Accenture Family and Charitable Transfer Program dated as of April 1, 2005
among Accenture SCA and the transferors and transferees signatory thereto (incorporated by reference to Exhibit 10.2 to the
May 31, 2005 10−Q).
Form of Transfer Agreement (for transfers of “Unrestricted” Shares of Accenture Ltd) for the Accenture Family and Charitable
Transfer Program dated as of April 1, 2005 among Accenture Ltd and the transferors and transferees signatory thereto
(incorporated by reference to Exhibit 10.5 to the May 31, 2005 10−Q).
77
Exhibit
Number
Exhibit
10.28
10.29
10.30
10.31
21.1
23.1
23.2
24.1
31.1
31.2
32.1
32.2
99.1
Form of Transfer Agreement (for transfers of “Unrestricted” Shares of Accenture SCA) for the Accenture Family and Charitable
Transfer Program dated as of April 1, 2005 among Accenture SCA and the transferors and transferees signatory thereto
(incorporated by reference to Exhibit 10.4 to the May 31, 2005 10−Q).
Form of Restricted Share Unit Agreement for senior executives pursuant to the Accenture Ltd 2001 Share Incentive Plan
(incorporated by reference to Exhibit 4.1 to the November 30, 2004 10−Q).
Form of Nonqualified Share Option Agreement for senior executives pursuant to the Accenture Ltd 2001 Share Incentive Plan
(incorporated by reference to Exhibit 4.2 to the November 30, 2004 10−Q).
Description of Annual Bonus Plan (incorporated by reference to Exhibit 10.1 to the February 28, 2006 10−Q).
Subsidiaries of the Registrant (filed herewith).
Consent of KPMG LLP (filed herewith).
Consent of KPMG LLP related to the Accenture Ltd 2001 Employee Share Purchase Plan (filed herewith).
Power of Attorney (included on the signature page hereto).
Certification of the Chief Executive Officer, pursuant to Rules 13a−14(a) and 15d−14(a), as adopted pursuant to Section 302 of the
Sarbanes−Oxley Act of 2002 (filed herewith).
Certification of the Chief Financial Officer, pursuant to Rules 13a−14(a) and 15d−14(a), as adopted pursuant to Section 302 of the
Sarbanes−Oxley Act of 2002 (filed herewith).
Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the
Sarbanes−Oxley Act of 2002 (filed herewith).
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes−Oxley Act of 2002 (filed herewith).
Accenture Ltd 2001 Employee Share Purchase Plan Financial Statements (filed herewith).
78
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf on October 18, 2006 by the undersigned, thereunto duly authorized.
Accenture Ltd
By: /s/ William D. Green
Name: William D. Green
Title: Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and
appoints William D. Green, Pamela J. Craig and Douglas G. Scrivner, and each of them, as his or her true and lawful attorneys−in
−fact and agents, with power to act with or without the others and with full power of substitution and resubstitution, to do any and
all acts and things and to execute any and all instruments which said attorneys and agents and each of them may deem necessary
or desirable to enable the Registrant to comply with the U.S. Securities Exchange Act of 1934, as amended, and any rules,
regulations and requirements of the U.S. Securities and Exchange Commission thereunder in connection with the Registrant’s
Annual Report on Form 10−K for the fiscal year ended August 31, 2006 (the “Annual Report”), including specifically, but
without limiting the generality of the foregoing, power and authority to sign the name of the Registrant and the name of the
undersigned, individually and in his or her capacity as a director or officer of the Registrant, to the Annual Report as filed with the
U.S. Securities and Exchange Commission, to any and all amendments thereto, and to any and all instruments or documents filed
as part thereof or in connection therewith; and each of the undersigned hereby ratifies and confirms all that said attorneys and
agents and each of them shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on October 18, 2006
by the following persons on behalf of the Registrant and in the capacities indicated.
Signature
/s/ William D. Green
William D. Green
/s/ Dina Dublon
Title
Chief Executive Officer,
Chairman of the Board and Director
(principal executive officer)
Director
Dina Dublon
/s/ Dennis F. Hightower
Director
Dennis F. Hightower
/s/ Nobuyuki Idei
Nobuyuki Idei
Director
Signature
/s/ William L. Kimsey
Title
Director
William L. Kimsey
/s/ Robert I. Lipp
Director
Robert I. Lipp
/s/ Marjorie Magner
Director
Marjorie Magner
/s/ Blythe J. Mcgarvie
Director
Blythe J. McGarvie
/s/ Sir Mark Moody Stuart
Director
Sir Mark Moody Stuart
/s/ Wulf Von Schimmelmann
Director
Wulf von Schimmelmann
/s/ Michael G. Mcgrath
Michael G. McGrath
/s/ Anthony G. Coughlan
Anthony G. Coughlan
Chief Financial Officer
(principal financial officer)
Principal Accounting Officer and Controller
(principal accounting officer)
ACCENTURE LTD
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Reports of Independent Registered Public Accounting Firm
Consolidated Financial Statements as of August 31, 2006 and 2005 and for the three years ended August 31, 2006:
Consolidated Balance Sheets
Consolidated Income Statements
Consolidated Shareholders' Equity and Comprehensive Income Statements
Consolidated Cash Flows Statements
Notes to Consolidated Financial Statements
F−1
F−2
F−4
F−5
F−6
F−8
F−9
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
Accenture Ltd:
We have audited the accompanying Consolidated Balance Sheets of Accenture Ltd and its subsidiaries as of August 31, 2006
and 2005, and the related Consolidated Statements of Income, Shareholders’ Equity and Comprehensive Income, and Cash Flows
for each of the years in the three−year period ended August 31, 2006. These Consolidated Financial Statements are the
responsibility of the Company’s management. Our responsibility is to express an opinion on these Consolidated Financial
Statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the Consolidated Financial Statements referred to above present fairly, in all material respects, the financial
position of Accenture Ltd and its subsidiaries as of August 31, 2006 and 2005, and the results of their operations and their cash
flows for each of the years in the three−year period ended August 31, 2006, in conformity with U.S. generally accepted
accounting principles.
As disclosed in Note 1 to the Consolidated Financial Statements, the Company, as of September 1, 2005, changed its method
of accounting for share−based awards.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the effectiveness of Accenture Ltd’s internal control over financial reporting as of August 31, 2006, based on criteria established
in the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO), and our report dated October 18, 2006 expressed an unqualified opinion on management’s assessment of,
and the effective operation of, internal control over financial reporting.
/s/ KPMG LLP
Chicago, Illinois
October 18, 2006
F−2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
Accenture Ltd:
We have audited management’s assessment, included in the accompanying Management’s Report On Internal Control Over Financial Reporting
(Item 9A(b)), that Accenture Ltd maintained effective internal control over financial reporting as of August 31, 2006, based on criteria established in the
Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Accenture Ltd’s
management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control
over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s
internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing
and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s
internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of
the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
In our opinion, management’s assessment that Accenture Ltd maintained effective internal control over financial reporting as of August 31, 2006, is
fairly stated, in all material respects, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Also, in our opinion, Accenture Ltd maintained, in all material respects, effective internal control over
financial reporting as of August 31, 2006, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Consolidated Balance
Sheets of Accenture Ltd and its subsidiaries as of August 31, 2006 and 2005, and the related Consolidated Statements of Income, Shareholders’ Equity and
Comprehensive Income, and Cash Flows for each of the years in the three−year period ended August 31, 2006, and our report dated October 18, 2006
expressed an unqualified opinion on those Consolidated Financial Statements.
/s/ KPMG LLP
Chicago, Illinois
October 18, 2006
F−3
ACCENTURE LTD
CONSOLIDATED BALANCE SHEETS
August 31, 2006 and 2005
(In thousands of U.S. dollars, except share and per share amounts)
2006
2005
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
Short−term investments
Receivables from clients, net of allowances of $48,069 and $40,821
Unbilled services
Deferred income taxes, net
Other current assets
$
Total current assets
NON−CURRENT ASSETS:
Unbilled services
Investments
Property and equipment, net of accumulated depreciation of $1,359,978 and $1,268,658
Goodwill
Deferred income taxes, net
Other non−current assets
Total non−current assets
TOTAL ASSETS
3,066,988
352,951
1,916,450
1,350,211
187,720
479,501
$
2,483,990
463,460
1,752,937
1,353,676
121,386
509,818
7,353,821
6,685,267
105,081
125,119
727,692
527,648
392,211
186,508
472,430
262,873
693,710
378,488
291,033
173,551
2,064,259
2,272,085
$
9,418,080
$
8,957,352
$
2,218
22,574
856,087
1,511,259
1,693,796
722,096
49,870
958,582
$
13,681
17,391
807,317
1,284,303
1,430,998
831,399
42,609
503,435
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Short−term bank borrowings
Current portion of long−term debt
Accounts payable
Deferred revenues
Accrued payroll and related benefits
Income taxes payable
Deferred income taxes, net
Other accrued liabilities
Total current liabilities
NON−CURRENT LIABILITIES:
Long−term debt
Retirement obligation
Deferred income taxes, net
Other non−current liabilities
Total non−current liabilities
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST
SHAREHOLDERS’ EQUITY:
Preferred shares, 2,000,000,000 shares authorized, zero shares issued and outstanding
Class A common shares, par value $0.0000225 per share, 20,000,000,000 shares authorized, 617,565,722
and 602,705,936 shares issued as of August 31, 2006 and August 31, 2005, respectively
Class X common shares, par value $0.0000225 per share, 1,000,000,000 shares authorized, 245,006,562
and 321,088,062 shares issued and outstanding as of August 31, 2006 and August 31, 2005,
respectively
Restricted share units
Additional paid−in capital
Treasury shares, at cost, 36,990,533 and 32,265,976 shares as of August 31, 2006 and August 31, 2005,
respectively
Retained earnings
Accumulated other comprehensive loss
5,816,482
4,931,133
27,065
492,555
16,880
302,965
44,116
753,558
5,621
545,051
839,465
1,348,346
867,878
980,959
—
—
14
13
6
482,289
701,006
7
365,708
1,365,013
(869,957)
1,607,391
(26,494)
Total shareholders’ equity
(763,682)
962,339
(232,484)
1,894,255
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
The accompanying Notes are an integral part of these Consolidated Financial Statements.
F−4
9,418,080
1,696,914
$
8,957,352
ACCENTURE LTD
CONSOLIDATED INCOME STATEMENTS
For the Years Ended August 31, 2006, 2005 and 2004
(In thousands of U.S. dollars, except share and per share amounts)
2006
REVENUES:
Revenues before reimbursements
Reimbursements
$
Revenues
OPERATING EXPENSES:
Cost of services:
Cost of services before reimbursable expenses
Reimbursable expenses
Cost of services
Sales and marketing
General and administrative costs
Reorganization and restructuring (benefits) costs
Total operating expenses
2005
16,646,391
1,581,975
$
2004
15,547,029
1,547,391
$
13,673,563
1,440,019
18,228,366
17,094,420
15,113,582
11,652,352
1,581,975
10,454,830
1,547,391
9,057,246
1,440,019
13,234,327
1,708,256
1,492,690
(47,966)
12,002,221
1,558,266
1,511,952
(89,257)
10,497,265
1,488,333
1,340,467
28,891
16,387,307
14,983,182
13,354,956
OPERATING INCOME
Gain on investments, net
Interest income
Interest expense
Other (expense) income
Equity in losses of affiliates
1,841,059
2,018
129,547
(21,146)
(27,811)
—
2,111,238
21,468
108,236
(23,973)
(10,967)
—
1,758,626
3,397
59,939
(22,044)
160
(1,508)
INCOME BEFORE INCOME TAXES
Provision for income taxes
1,923,667
490,535
2,206,002
697,097
1,798,570
575,543
INCOME BEFORE MINORITY INTEREST
Minority interest in Accenture SCA and Accenture Canada Holdings Inc.
Minority interest—other
1,433,132
(447,382)
(12,421)
1,508,905
(556,485)
(11,946)
1,223,027
(529,672)
(2,527)
NET INCOME
$
Weighted average Class A common shares:
Basic
Diluted
Earnings per Class A common share:
Basic
Diluted
Cash dividends per share
973,329
$
589,099,824
893,810,585
$
$
$
1.65
1.59
0.30
940,474
588,505,335
960,853,814
$
$
$
The accompanying Notes are an integral part of these Consolidated Financial Statements.
F−5
$
1.60
1.56
—
690,828
553,298,104
1,003,081,228
$
$
$
1.25
1.22
—
ACCENTURE LTD
CONSOLIDATED SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME STATEMENTS
For the Years Ended August 31, 2006, 2005 and 2004
(In thousands of U.S. dollars and in thousands of share amounts)
Class A
Common Shares
Preferred
Shares
Balance as of August 31,
2003
$
Comprehensive income:
Net income
Other comprehensive
income:
Unrealized gains
on marketable
securities, net
of
reclassification
adjustments
Foreign currency
translation
adjustments
Minimum
pension
liability
adjustment,
net of tax
—
Class X
Common Shares
No.
Shares
$
$ 10
458,629
No.
Shares
$
$ 11
508,723
Treasury
Shares
Restricted
Share Units
Additional
Paid−In
Capital
$
$
$ 1,501,136
$ (397,076)
557,609
No.
Shares
Retained
Earnings
(Deficit)
Accumulated
Other
Comprehensive
Income (Loss)
(23,311) $ (641,915) $
831,542
690,828
(4,350)
Other comprehensive
income
1,585
1,585
44,312
44,312
28,576
24,226
74,473
Comprehensive income
Income tax benefit on:
Share−based
compensation plans
Contract termination
Purchases of Class A
common shares
Share−based
compensation expense
Purchases/redemptions
of Accenture SCA
Class I common
shares and Accenture
Canada Holdings Inc.
exchangeable shares
Issuances of Class A
common shares:
Employee share
programs
In September 2003
secondary offering
In May 2004
secondary offering
Transaction fees
Minority interest
Balance as of August 31,
2004
$
Comprehensive income:
Net income
Other comprehensive
loss:
Unrealized losses
on marketable
securities, net of
reclassification
adjustments
Foreign currency
translation
adjustments
(188,233) $
690,828
Total
760,951
30,235
30,235
2,073
2,073
(3,157)
(79,491)
59,434
(2)
(143,398)
(12,494)
(384,727)
1,052
60,486
(3,089,264)
23,069
—
(305,236)
(292,580)
325,382
(3,089,266)
273,105
16,587
305,907
2
69,695
1,421,873
1,421,875
1
43,261
988,172
25,519
519,038
988,173
25,519
519,038
$ 13
591,497
$
9
365,325
$
324,463
$ 1,643,652
$ (429,207)
(19,218) $
46,636
$
(113,760) $ 1,471,806
940,474
F−6
940,474
(2,743)
(2,743)
(20,284)
(20,284)
Class A
Common Shares
Preferred
Shares
Class X
Common Shares
No.
Shares
$
No.
Shares
$
Treasury
Shares
Restricted
Share Units
Additional
Paid−In
Capital
$
No.
Shares
Retained
Earnings
(Deficit)
Accumulated
Other
Comprehensive
Income (Loss)
Minimum pension
liability
adjustment, net
of tax
(95,697)
Other comprehensive
loss
(118,724)
Comprehensive income
Income tax benefit on:
Share−based
compensation
plans
Costs related to
issuance of shares
Contract termination
Purchases of Class A
common shares
Share−based
compensation expense
Purchases/redemptions
of Accenture SCA
Class I common
shares and Accenture
Canada Holdings Inc.
exchangeable shares
Issuances of Class A
common shares
related to employee
share programs
Transaction fees
Minority interest
Balance as of August 31,
2005
$
Comprehensive income:
Net income
Other comprehensive
income:
Unrealized losses
on marketable
securities, net
of
reclassification
adjustments
Foreign currency
translation
adjustments
Minimum pension
liability
adjustment, net
of tax
(95,697)
821,750
75,532
75,532
8,846
8,846
134
134
(562)
(13,286)
87,640
(2)
$ 13
602,706
7
321,088
(516,374)
88,341
(1,095,155)
(46,395)
$
(21,497)
701
(44,237)
11,771
—
(503,088)
$
365,708
197,967
3,427
543,329
$ 1,365,013
(1,095,157)
168,613
$ (763,682)
8,449
(24,905)
(32,266) $ 962,339
295,280
3,427
543,329
$
(232,484) $ 1,696,914
973,329
973,329
Other comprehensive
income
(1,260)
(1,260)
52,423
52,423
154,827
154,827
205,990
Comprehensive income
Income tax benefit on:
Share−based
compensation
plans
Contract termination
Purchases of Class A
common shares
Share−based
compensation expense
Purchases/redemptions
of Accenture SCA
Class I common
shares and Accenture
Canada Holdings Inc.
exchangeable shares
Issuances of Class A
common shares
related to employee
share programs
Dividends
Minority interest
Balance as of August 31,
2006
$
Total
1,179,319
100,508
100,508
497
497
(581)
(16,192)
152,158
(1)
1
(366,481)
(15,470)
(382,673)
112,952
(76,081)
265,110
(1,704,353)
15,441
(49,141)
13,564
273,089
(1,704,354)
260,206
10,745
(47,237)
(281,537)
436,918
(267,973)
569,989
569,989
—
$ 14
617,566
$
6
245,007
$
482,289
$
701,006
$ (869,957)
(36,991) $ 1,607,391
The accompanying Notes are an integral part of these Consolidated Financial Statements.
F−7
$
(26,494) $ 1,894,255
ACCENTURE LTD
CONSOLIDATED CASH FLOWS STATEMENTS
For the Years Ended August 31, 2006, 2005 and 2004
(In thousands of U.S. dollars)
2006
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
Adjustments to reconcile Net income to Net cash provided by operating activities—
Depreciation and amortization (including amortization of deferred charges)
Reorganization benefits, net
Gains on investments, net
Losses on disposal of property and equipment, net
Losses on impairment of property and equipment
Share−based compensation expense
Deferred income taxes, net
Minority interest
Other, net
Change in assets and liabilities, net of acquisitions—
Receivables from clients, net
Other current assets
Unbilled services, current and non−current
Other non−current assets
Accounts payable
Deferred revenues
Accrued payroll and related benefits
Income taxes payable
Other accrued liabilities
Other non−current liabilities
$
Net cash provided by operating activities
973,329
2005
$
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of retirement benefits to former pre−incorporation partners
Proceeds from issuance of common shares
Purchases of common shares
Proceeds from long−term debt
Repayments of long−term debt
Proceeds from short−term borrowings
Repayments of short−term borrowings
Decrease in restricted cash of Accenture Share Employee Compensation Trust
Cash dividends paid
Excess tax benefits from share−based payment arrangements
Other, net
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS, beginning of period
$
690,828
320,610
(47,966)
(2,018)
1,201
31,337
270,884
(223,637)
459,803
(346)
282,073
(89,257)
(21,468)
6,254
—
88,341
63,139
568,431
2,104
257,080
(78,365)
(3,397)
8,596
—
60,486
92,864
532,199
(121)
(90,458)
35,755
400,142
(12,655)
48,157
130,504
228,688
(68,961)
233,961
(20,341)
(59,460)
12,399
(596,984)
(24,853)
270,499
334,121
(60,147)
115,950
29,714
25,751
(182,998)
(208,802)
(222,428)
(84,703)
(65,486)
275,371
498,293
143,229
162,675
(119,372)
2,667,989
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities and sales of available−for−sale investments
Purchases of available−for−sale investments
Proceeds from sales of property and equipment
Purchases of property and equipment
Purchases of businesses and investments, net of cash acquired
Other, net
940,474
2004
1,887,081
1,755,949
657,629
(401,181)
13,951
(306,174)
(220,985)
4,260
944,484
(1,019,317)
6,318
(317,772)
(188,469)
—
421,003
(1,014,998)
11,026
(281,986)
(31,662)
—
(252,500)
(574,756)
(896,617)
(32,671)
436,918
(2,087,027)
29,742
(36,056)
40,269
(52,657)
—
(267,973)
42,832
(7,844)
(38,453)
298,707
(1,625,097)
6,061
(9,467)
61,834
(71,043)
—
—
—
—
(30,606)
2,741,474
(3,459,934)
799
(4,058)
96,851
(115,491)
83,280
—
—
—
(1,934,467)
101,976
(1,377,458)
(3,835)
(687,685)
49,150
582,998
2,483,990
(68,968)
2,552,958
220,797
2,332,161
CASH AND CASH EQUIVALENTS, end of period
$
3,066,988
$
2,483,990
$
2,552,958
Supplemental cash flow information
Interest paid
Income taxes paid
$
$
20,837
768,313
$
$
23,597
573,026
$
$
21,970
387,450
The accompanying Notes are an integral part of these Consolidated Financial Statements.
F−8
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business
Accenture Ltd is one of the world’s leading management consulting, technology services and outsourcing organizations with
approximately 140,000 employees; offices and operations in more than 150 cities in 49 countries; and fiscal 2006 revenues before
reimbursements of $16,646,391.
Accenture Ltd operates globally with one common brand and business model designed to enable it to provide clients around
the world with the same high level of service. Drawing on a combination of industry expertise, functional capabilities, alliances,
global resources and technology, Accenture Ltd delivers competitively priced, high−value services that help clients measurably
improve business performance. Accenture Ltd’s global delivery model enables it to provide a complete end−to−end delivery
capability by drawing on Accenture Ltd’s global resources to deliver high−quality, cost−effective solutions to clients under
demanding timeframes.
In fiscal 2005, Accenture Ltd developed and announced a new, broader career model for its highest−level executives that
recognizes the diversity of roles and responsibilities demonstrated by these employees. This new career framework replaces
internal use of the “partner” title with the more comprehensive “senior executive” title and applies the “senior executive” title to
its highest−level employees, including those employees previously referred to as partners. However, for proper context, Accenture
Ltd continues to use the term “partner” in these Notes to Consolidated Financial Statements to refer to these persons in certain
situations related to our reorganization and the period prior to our incorporation.
Principles of Consolidation
The Consolidated Financial Statements include the accounts of Accenture Ltd, a Bermuda company, and its controlled
subsidiary companies (“the Company”). Accenture Ltd’s only business is to hold Class II and Class III common shares in, and to
act as the sole general partner of, its subsidiary, Accenture SCA, a Luxembourg partnership limited by shares. The Company
operates its business through Accenture SCA and subsidiaries of Accenture SCA. Accenture Ltd controls Accenture SCA’s
management and operations and consolidates Accenture SCA’s results in its financial statements.
The shares of Accenture SCA and Accenture Canada Holdings Inc. held by persons other than the Company are treated as a
minority interest in the Consolidated Financial Statements. The minority interest percentages were 30% and 35% at August 31,
2006 and 2005, respectively. Purchases and/or redemptions of Accenture SCA Class I common shares or Accenture Canada
Holdings Inc. exchangeable shares are accounted for at carryover basis.
Revenue Recognition
Revenues from contracts for technology integration consulting services where we design/redesign, build and implement new
or enhanced systems applications and related processes for our clients are recognized on the percentage−of−completion method in
accordance with American Institute of Certified Public Accountants Statement of Position 81−1, “Accounting for Performance of
Construction−Type and
F−9
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
Certain Production−Type Contracts” (“SOP 81−1”). Percentage−of−completion accounting involves calculating the percentage
of services provided during the reporting period compared to the total estimated services to be provided over the duration of the
contract. Estimated revenues for applying the percentage−of−completion method include estimated incentives for which
achievement of defined goals is deemed probable. This method is followed where reasonably dependable estimates of revenues
and costs can be made. Estimates of total contract revenues and costs are continuously monitored during the term of the contract,
and recorded revenues and costs are subject to revision as the contract progresses. Such revisions may result in increases or
decreases to revenues and income and are reflected in the Consolidated Financial Statements in the periods in which they are first
identified. If our estimates indicate that a contract loss will occur, a loss provision is recorded in the period in which the loss first
becomes probable and reasonably estimable. Contract losses are determined to be the amount by which the estimated direct and
indirect costs of the contract exceed the estimated total revenues that will be generated by the contract and are included in Cost of
services and classified in Other accrued liabilities in the Consolidated Balance Sheet. Contract loss provisions recorded as of
August, 31, 2006 and 2005 are immaterial.
Revenues from contracts for non−technology integration consulting services with fees based on time and materials or
cost−plus are recognized as the services are performed and amounts are earned in accordance with SEC Staff Accounting Bulletin
(“SAB”) No. 101, “Revenue Recognition in Financial Statements” (“SAB 101”), as amended by SAB No. 104, “Revenue
Recognition” (“SAB 104”). We consider amounts to be earned once evidence of an arrangement has been obtained, services are
delivered, fees are fixed or determinable, and collectibility is reasonably assured. In such contracts, our efforts, measured by time
incurred, typically represent the contractual milestones or output measure, which is the contractual earnings pattern. For
non−technology integration consulting contracts with fixed fees, we recognize revenues as amounts become billable in accordance
with contract terms, provided the billable amounts are not contingent, are consistent with the services delivered, and are earned.
Contingent or incentive revenues relating to non−technology integration consulting contracts are recognized when the
contingency is satisfied and we conclude the amounts are earned.
Outsourcing contracts typically span several years and involve complex delivery, often through multiple workforces in
different countries. In a number of these arrangements, we hire client employees and become responsible for certain client
obligations. Revenues are recognized on outsourcing contracts as amounts become billable in accordance with contract terms,
unless the amounts are billed in advance of performance of services in which case revenues are recognized when the services are
performed and amounts are earned in accordance with SAB 101, as amended by SAB 104. Revenues from time−and−materials or
cost−plus contracts are recognized as the services are performed. In such contracts, our effort, measured by time incurred,
represents the contractual milestones or output measure, which is the contractual earnings pattern. Revenues from unit−priced
contracts are recognized as transactions are processed based on objective measures of output. Revenues from fixed−price
contracts are recognized on a straight−line basis, unless revenues are earned and obligations are fulfilled in a different pattern.
Outsourcing contracts can also include incentive payments for benefits delivered to clients. Revenues relating to such incentive
payments are recorded when the contingency is satisfied and we conclude the amounts are earned.
F−10
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
Costs related to delivering outsourcing services are expensed as incurred with the exception of certain transition costs related
to the set−up of processes, personnel and systems, which are deferred during the transition period and expensed evenly over the
period outsourcing services are provided. The deferred costs are specific internal costs or incremental external costs directly
related to transition or set−up activities necessary to enable the outsourced services. Deferred amounts are protected in the event
of early termination of the contract and are monitored regularly for impairment. Impairment losses are recorded when projected
undiscounted operating cash flows of the related contract are not sufficient to recover the carrying amount of contract assets.
Deferred transition costs were $154,131 and $71,102 at August 31, 2006 and 2005, respectively, and are classified in current
Unbilled services on the Consolidated Balance Sheet. Amounts billable to the client for transition or set−up activities are deferred
and recognized as revenue evenly over the period outsourcing services are provided.
Revenues for contracts with multiple elements are allocated pursuant to Emerging Issues Task Force Issue 00−21,
“Accounting for Revenue Arrangements with Multiple Deliverables,” based on the lesser of the element’s relative fair value or the
amount that is not contingent on future delivery of another element. If the amount of non−contingent revenues allocated to a
delivered element is less than the costs to deliver such services, then such costs are deferred and recognized in future periods
when the revenues become non−contingent. Fair value is determined based on the prices charged when each element is sold
separately. Revenues are recognized in accordance with our accounting policies for the separate elements, as described above.
Elements qualify for separation when the services have value on a stand−alone basis, fair value of the separate elements exists
and, in arrangements that include a general right of refund relative to the delivered element, performance of the undelivered
element is considered probable and substantially in our control. While determining fair value and identifying separate elements
require judgment, generally fair value and the separate elements are readily identifiable as we also sell those elements
unaccompanied by other elements.
Revenues recognized in excess of billings are recorded as Unbilled services. Billings in excess of revenues recognized are
recorded as Deferred revenues until revenue recognition criteria are met.
Revenues before reimbursements include the margin earned on computer hardware and software, as well as revenues from
alliance agreements. Reimbursements, including those relating to travel and other out−of−pocket expenses, and other similar
third−party costs, such as the cost of hardware and software resales, are included in Revenues, and an equivalent amount of
reimbursable expenses are included in Cost of services.
Operating Expenses
Selected components of operating expenses were as follows:
Year Ended August 31,
2006
Training costs
Research and development costs
Advertising costs
Provision for (release of) doubtful accounts
$
F−11
680,662
298,354
68,810
9,389
2005
$
546,248
243,449
65,902
(3,849)
2004
$ 401,266
271,943
61,932
(641)
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
Subcontractor costs are included in Cost of services as they are incurred.
Translation of Non−U.S. Currency Amounts
Assets and liabilities of non−U.S. subsidiaries whose functional currency is not the U.S. dollar are translated into U.S. dollars
at fiscal year−end exchange rates. Revenue and expense items are translated at average exchange rates prevailing during the fiscal
year. Translation adjustments are included in Accumulated other comprehensive loss. Gains and losses arising from intercompany
foreign currency transactions that are of a long−term investment nature are reported in the same manner as translation
adjustments.
Foreign currency transaction (losses)/gains are included in Other (expense) income and totaled $(30,778), $(12,473) and
$1,033 in fiscal 2006, 2005 and 2004, respectively.
Cash and Cash Equivalents
Cash and cash equivalents consist of all cash balances and liquid investments with original maturities of three months or less,
including time deposits and certificates of deposit of $1,292,184 and $928,278 as of August 31, 2006 and 2005, respectively. As a
result of certain subsidiaries’ cash management systems, checks issued but not presented to the banks for payment may create
negative book cash payables. Such negative balances are classified as Short−term bank borrowings.
Client Receivables, Client Financing and Allowance for Doubtful Accounts
The Company carries its client receivables at their face amounts less an allowance for doubtful accounts. On a periodic basis,
the Company evaluates its receivables and establishes an allowance for doubtful accounts based on historical experience and other
currently available information. In limited circumstances, the Company agrees to extend financing to clients on technology
integration consulting contracts. The terms vary by contract, but generally payment for services is contractually linked to the
achievement of specified performance milestones. Imputed interest is recorded at market rates in Interest income in the
Consolidated Income Statement. As of August 31, 2006, total client financing was $262,736, of which $157,654 was included in
Current unbilled services and $105,082 was included in Non−current unbilled services.
Investments
All liquid investments with an original maturity greater than 90 days but less than one year are considered to be short−term
investments. Investments with an original maturity greater than one year are considered to be long−term investments. Marketable
short−term and long−term investments are classified and accounted for as available−for−sale investments. Available−for−sale
investments are reported at fair value with changes in unrealized gains and losses recorded as a separate component of
Accumulated other comprehensive loss in Shareholders’ equity until realized. Quoted market prices are used to determine the fair
values of common equity and debt securities that were issued by publicly traded entities. Interest and amortization of premiums
and discounts for debt securities are included in Interest income. Realized gains and losses on securities are determined based on
the FIFO method and are included in Gain on investments, net. The Company does not hold these investments for speculative or
trading purposes. The equity method of accounting is used for
F−12
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
unconsolidated investments in which the Company exercises significant influence. All other investments are accounted for under
the cost method.
Foreign Exchange Instruments
In the normal course of business, the Company uses derivative financial instruments to manage foreign currency exchange rate
risk. The Company hedges material cash flow exposures when feasible using forward and/or option contracts. These instruments
are generally short−term in nature, with maturities of less than one year, and are subject to fluctuations in foreign exchange rates.
From time to time, the Company enters into forward or option contracts that are of a long−term nature. Credit risk is managed
through careful selection and ongoing evaluation of the financial institutions utilized as counterparties. Substantially all of the
Company’s financial instruments are recorded at estimated fair value or amounts that approximate fair value. The Company does
not have any material derivatives designated as hedges as defined by Statement of Financial Accounting Standards (“SFAS”)
No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS No. 133”). The changes in fair value of
substantially all derivatives are recognized in the Consolidated Income Statements and included in Other (expense) income.
Property and Equipment
Property and equipment is stated at cost, net of accumulated depreciation. Depreciation of property and equipment is
computed on a straight−line basis over the following estimated useful lives:
Buildings
Computers, related equipment and software
Furniture and fixtures
Leasehold improvements
20 to 25 years
2 to 7 years
5 to 10 years
Lesser of lease term or 15 years
Long−Lived Assets
Long−lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying
amount of an asset or group of assets may not be recoverable. Recoverability of long−lived assets or groups of assets is assessed
based on a comparison of the carrying amount to the estimated future net cash flows. If estimated future undiscounted net cash
flows are less than the carrying amount, the asset is considered impaired and expense is recorded at an amount required to reduce
the carrying amount to fair value. During the fourth quarter of fiscal 2006, the Company recorded a $31,337 impairment loss on
property and equipment related to the impact of the National Health Service in England (“NHS”) matter. For information
regarding the NHS matter, see Footnote 15 (Commitments and Contingencies) to these Consolidated Financial Statements.
Employee Share−Based Compensation Awards
On September 1, 2005, the Company adopted the provisions of SFAS No. 123R, “Share−Based Payment”
(“SFAS No. 123R”) to record compensation expense for its employee stock options and share purchase rights. This Statement is a
revision of SFAS 123, “Accounting for Stock−Based Compensation” (“SFAS No. 123”), and supersedes Accounting Principles
Board Opinion (“APB”)
F−13
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
No. 25, “Accounting for Stock Issued to Employees” (“APB No. 25”), and its related implementation guidance. Prior to the
adoption of SFAS No. 123R, the Company followed the intrinsic value method in accordance with APB No. 25, in accounting for
its employee stock options and share purchase rights. For information regarding share−based compensation, see Footnote 11
(Share−based Compensation) to these Consolidated Financial Statements.
Use of Estimates
The preparation of the Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles
requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements
and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and
actions that the Company may undertake in the future, actual results may be different from those estimates.
Reclassifications
Certain amounts reported in previous years have been reclassified to conform to the fiscal 2006 presentation.
Concentrations of Credit Risk
The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash
equivalents, foreign exchange instruments and client receivables. The Company places its cash and cash equivalents and foreign
exchange instruments with highly−rated financial institutions, limits the amount of credit exposure with any one financial
institution and conducts ongoing evaluation of the credit worthiness of the financial institutions with which it does business.
Client receivables are dispersed across many different industries and countries; therefore, concentrations of credit risk are limited.
Newly Issued Accounting Standards
In July 2006, the Financial Accounting Standards Board (“FASB”) issued Financial Interpretation No. 48, “Accounting for
Uncertainty in Income Taxes−an interpretation of FASB Statement No. 109” (“FIN 48”), which is a change in accounting for
income taxes. FIN 48 specifies how tax benefits for uncertain tax positions are to be recognized, measured, and derecognized in
financial statements; requires certain disclosures of uncertain tax matters; specifies how reserves for uncertain tax positions should
be classified in the balance sheet; and provides transition and interim−period guidance, among other provisions. FIN 48 is
effective for fiscal years beginning after December 15, 2006 and, as a result, is effective for us beginning September 1, 2007. The
Company is currently evaluating the impact of FIN 48 on the Consolidated Financial Statements.
In September 2006, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 158,
“Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87,
106, and 132(R)” (“SFAS No. 158”). SFAS No. 158 requires companies to recognize a net liability or asset and an offsetting
adjustment to accumulated other comprehensive income to report the funded status of defined benefit pension and other
postretirement benefit plans. SFAS No. 158 requires prospective application, recognition and
F−14
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
disclosure requirements effective for the Company’s fiscal year ending August 31, 2007. Additionally, SFAS No. 158 requires
companies to measure plan assets and obligations at their year−end balance sheet date. This requirement is effective for the
Company’s fiscal year ending August 31, 2009. The Company is currently evaluating the impact of the adoption of SFAS No. 158
and does not expect that it will have a material impact on its Consolidated Financial Statements.
2.
EARNINGS PER SHARE
Basic and diluted earnings per share are calculated as follows:
Year Ended August 31,
2006
2005
2004
Basic Earnings per share
Net income available for Class A common shareholders
Basic weighted average Class A common shares
$
973,329
589,099,824
$
940,474
588,505,335
$
690,828
553,298,104
Basic earnings per share
$
1.65
$
1.60
$
1.25
Diluted Earnings per share
Net income available for Class A common shareholders
Minority interest in Accenture SCA and Accenture Canada
Holdings Inc.(1)
$
973,329
$
940,474
$
690,828
Net income for per share calculation
$
447,382
1,420,711
556,485
$
1,496,959
529,672
$
1,220,500
Basic weighted average Class A common shares
Class A common shares issuable upon redemption/exchange of
minority interest(1)
Diluted effect of employee compensation related to Class A
common shares
Diluted effect of employee share purchase plan related to Class A
common shares
589,099,824
588,505,335
553,298,104
274,435,250
349,231,576
423,374,821
30,091,794
22,817,960
26,111,476
183,717
298,943
296,827
Weighted average Class A common shares
893,810,585
960,853,814
1,003,081,228
Diluted earnings per share
$
1.59
$
1.56
$
1.22
(1) Diluted earnings per share assumes the redemption and exchange of all Accenture SCA Class I common shares and Accenture Canada Holdings Inc. exchangeable shares, respectively,
for Accenture Ltd Class A common shares on a one−for−one basis. The income effect does not take into account “Minority interest—other,” since those shares are not redeemable or
exchangeable for Accenture Ltd Class A common shares.
For fiscal 2006, 2005 and 2004, zero options, 6,484,295 options and 183,917 options, respectively, were excluded from the
calculation of diluted earnings per share because their exercise prices would render them anti−dilutive.
F−15
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
3.
RESTRUCTURING AND REORGANIZATION (BENEFITS) COSTS
Restructuring
In fiscal 2002, the Company recognized restructuring costs of $110,524 related to a global consolidation of office spaces,
consisting of $67,112 to consolidate various locations and $43,412 to abandon the related fixed assets. In fiscal 2004, the
Company recognized restructuring costs of $107,256, primarily in the United States and the United Kingdom, consisting of
$89,331 to consolidate various locations and $17,925 to abandon the related fixed assets. The fiscal 2004 restructuring costs were
allocated to the reportable operating segments as follows: $26,952 to Communications & High Tech; $23,579 to Financial
Services; $15,774 to Government; $23,491 to Products; and $17,460 to Resources.
The Company’s restructuring activity was as follows:
Year Ended August 31,
2006
2005
Restructuring liability balance, beginning of period
Payments made
Other(1)
$
69,919
(20,884)
4,474
$
102,761
(29,582)
(3,260)
Restructuring liability, end of period
$
53,509
$
69,919
(1) Other represents imputed interest, immaterial changes in lease estimates and foreign currency translation.
As of August 31, 2006, restructuring liabilities were $53,509, of which $15,996 was included in Other accrued liabilities and
$37,513 was included in Other non−current liabilities in our Consolidated Balance Sheet. The recorded liabilities represent the net
present value of the estimated remaining obligations related to existing operating leases.
Reorganization
In fiscal 2001, the Company accrued reorganization liabilities in connection with its transition to a corporate structure. These
liabilities included certain non−income tax liabilities, such as stamp taxes, as well as liabilities for certain individual income tax
exposures related to the transfer of interests in certain entities to the Company as part of the reorganization. These primarily
represent unusual and disproportionate individual income tax exposures assumed by certain, but not all, of our shareholders and
partners in certain tax jurisdictions specifically related to the transfer of their partnership interests in certain entities to the
Company as part of the reorganization. The Company has identified certain shareholders and partners who may incur such
unusual and disproportionate financial damage in certain jurisdictions. These include shareholders and partners that were subject
to tax in their jurisdiction on items of income arising from the reorganization transaction that were not taxable for most other
shareholders and partners. In addition, certain other shareholders and partners were subject to a different rate or amount of tax
than other shareholders or partners in the same jurisdiction. If additional taxes are assessed on these shareholders or partners in
connection with these transfers, we intend to make payments to reimburse the costs associated with the assessment either to the
shareholder or partner, or to the taxing authority. Accenture has recorded reorganization
F−16
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
expense and the related liability where such liabilities are probable. Interest accruals are made to cover reimbursement of interest
on such tax assessments.
The Company’s reorganization activity was as follows:
Year Ended August 31,
Reorganization liability balance, beginning of period
Final determinations(1)
Changes in estimates
Benefit recorded
Interest expense accrued
Payments
Benefits, net of accrued interest and payments
Foreign currency translation
Reorganization liability, end of period
2006
2005
2004
$ 381,440
(72,362)
—
$ 454,042
(115,444)
—
$ 510,149
(80,112)
(25,547)
(72,362)
24,396
—
(115,444)
26,187
—
(105,659)
27,294
—
(47,966)
17,390
(89,257)
16,655
(78,365)
22,258
$ 350,864
$ 381,440
$ 454,042
(1) Includes final agreements with tax authorities and expirations of statutes of limitations.
As of August 31, 2006, reorganization liabilities of $267,142 were included in Other accrued liabilities because expirations of
statutes of limitations could occur within 12 months and reorganization liabilities of $83,722 were included in Other non−current
liabilities in our Consolidated Balance Sheet. The Company anticipates that reorganization liabilities will be substantially
diminished by the end of fiscal 2008 because the final statutes of limitations will have expired in a number of tax jurisdictions by
the end of that year. However, tax audits or litigation may delay final settlements. Final settlement will result in a payment on a
final settlement and/or recording a reorganization benefit or cost in the Company’s Consolidated Income Statement.
4.
ACCUMULATED OTHER COMPREHENSIVE LOSS
The components of Accumulated other comprehensive loss were as follows:
August 31,
2006
2005
Unrealized losses on marketable securities, net of reclassification adjustments
Foreign currency translation adjustments
Minimum pension liability adjustment, net of tax of $22,863 and $125,057, respectively
$
(3,479)
9,387
(32,402)
$
(2,219)
(43,036)
(187,229)
Accumulated other comprehensive loss
$
(26,494)
$
(232,484)
F−17
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
5.
PROPERTY AND EQUIPMENT
The components of Property and equipment, net were as follows:
August 31,
2006
Buildings and land
Computers, related equipment and software
Furniture and fixtures
Leasehold improvements
$
Property and equipment, gross
Total accumulated depreciation
Property and equipment, net
6.
3,870
1,245,334
308,192
530,274
2005
$
2,087,670
(1,359,978)
$
727,692
3,272
1,218,029
281,624
459,443
1,962,368
(1,268,658)
$
693,710
BUSINESS COMBINATIONS AND GOODWILL
On June 15, 2005, the Company acquired the net assets of Capgemini’s North American Health practice for $175,000 in cash
and incurred $3,525 in expenses that have been accounted for as part of the purchase price. As a result of the acquisition, more
than 500 Capgemini professionals joined the Company’s Products operating group in North America. The business acquired by
the Company provided hospitals, insurance companies and government entities with systems integration and consulting services
related to the delivery of and payment for healthcare services. The primary assets acquired include professional staff, intellectual
property regarding processes and numerous client contracts that generally lasted less than one year. The Company recorded
$144,986 of goodwill, all of which was allocated to the Products reportable segment, and intangible assets of $25,600. The
intangible assets are being amortized over one to five years. The pro forma effects on the Company’s operations are not material.
Also in fiscal 2005, the Company recorded additional goodwill of $14,561 related to its acquisitions of Accenture HR Services
and $8,837 from other immaterial acquisitions during the year.
During fiscal 2006, the Company recorded additional goodwill of $163,278, related to seven individually immaterial
acquisitions. These additions were offset by $29,771 in net goodwill adjustments, primarily resulting from the reversal of
valuation allowances related to pre−acquisition tax attributes recorded under purchase accounting for previous acquisitions. The
total consideration for fiscal 2006 acquisitions was $209,267. The businesses acquired by the Company in fiscal 2006 provide
various technology consulting, advisory and outsourcing services. In connection with these acquisitions, the Company also
recorded intangible assets of $49,189 which are being amortized over one to seven years. The pro forma effects of the fiscal 2006
acquisitions on the Company’s operations are not material.
F−18
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
All of the Company’s goodwill relates to acquisitions subsequent to July 2001 and as such has been accounted for under the
provisions of SFAS No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”) which does not permit amortization of
goodwill. The Company follows the impairment provisions and disclosure requirements of SFAS No. 142. As such, the Company
performed impairment tests of goodwill as of May 31, 2006 and 2005 and determined that goodwill was not impaired. The
changes in the carrying amount of goodwill by reportable segment are as follows:
Additions/
Adjustments
Foreign
Currency
Translation
Adjustments
Balance at
August 31,
2005
70,949
43,668
23,242
46,402
30,221
$
3,889
8,800
2,083
151,276
2,336
$
(1,752)
(899)
(392)
(741)
(594)
$
$ 214,482
$
168,384
$
(4,378)
Balance at
August 31,
2004
Communications & High Tech
Financial Services
Government
Products
Resources
$
Total
F−19
Additions/
Adjustments
Foreign
Currency
Translation
Adjustments
Balance at
August 31,
2006
73,086
51,569
24,933
196,937
31,963
$
$
4,525
2,373
1,752
5,342
1,661
$
$ 378,488
$
$
15,653
5,128
69,650
6,568
56,111
(3,950)
133,507
82,739
123,592
33,253
258,390
29,674
$ 527,648
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
7.
INVESTMENTS AND FINANCIAL INSTRUMENTS
The components of the Company’s investments were as follows:
August 31, 2006
Available−for−sale debt securities
Asset−backed securities
Certificates of deposit and time deposits
Corporate debt securities
Foreign government securities
U.S. Treasury securities
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Estimated
Fair Value
$
$
$
$
Total available−for−sale debt securities
Available−for−sale equity securities
Total available−for−sale securities
Other
Total investments at August 31, 2006
August 31, 2005
Available−for−sale debt securities
Asset−backed securities
Certificates of deposit and time deposits
Corporate debt securities
Foreign government securities
U.S. Treasury securities
—
6
79
1
—
(536)
—
(1,551)
(125)
(1,592)
24,223
50,111
330,507
3,679
65,863
478,101
2,018
86
297
(3,804)
(58)
474,383
2,257
480,119
1,430
383
—
(3,862)
—
476,640
1,430
$ 481,549
$
383
$
(3,862)
$
478,070
$
$
20
1
313
52
—
$
(616)
—
(1,153)
(10)
(906)
$
27,972
46,001
536,820
3,398
98,298
Total available−for−sale debt securities
Available−for−sale equity securities
Total available−for−sale securities
Other
Total investments at August 31, 2005
24,759
50,105
331,979
3,803
67,455
28,568
46,000
537,660
3,356
99,204
714,788
11,482
386
161
(2,685)
(81)
712,489
11,562
726,270
2,282
547
—
(2,766)
—
724,051
2,282
$ 728,552
F−20
$
547
$
(2,766)
$
726,333
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
The amortized cost and estimated fair value of available−for−sale investments in debt securities, by contractual maturity, were
as follows:
August 31, 2006
Amortized
Cost
Estimated
Fair Value
Due in 1 year or less
Due in 1−2 years
Due in 2−3 years
Due in 3−4 years
Due in 4−5 years
Due after 5 years
$
353,565
43,370
53,877
8,683
13,364
5,242
$
352,891
42,450
52,375
8,434
13,106
5,127
Total available−for−sale debt securities
$
478,101
$
474,383
Proceeds from maturities of available−for−sale investments were $504,265 for the year ended August 31, 2006.
August 31,
2006
Available−for−sale investments
Proceeds from sale
Gross realized gains
Gross realized losses
$
2005
153,364
3,347
305
$
2004
43,452
26,291
3,956
$
421,003
9,357
8,382
Equity Method Investments
As a result of a negative basis difference arising from the formation of a joint venture accounted for at carryover basis in fiscal
2003, the underlying equity in net assets of the joint venture exceeded the Company’s carrying value. The negative basis
difference was amortized over three years on a straight−line basis and became fully amortized in fiscal 2005. Amortization of the
negative basis differences of $5,552 and $27,016 was reflected in the accompanying Consolidated Income Statements in fiscal
2005 and 2004, respectively.
Foreign Exchange Instruments
Market quoted exchange rates are used to determine the fair value of foreign exchange instruments. The notional values and
fair values of such instruments were as follows:
August 31,
2006
2005
Notional
Value
Foreign currency forward exchange contracts:
To sell
To buy
$
F−21
176,486
471,280
Fair
Value
$
(4,740)
(2,908)
Notional
Value
$
287,794
372,204
Fair
Value
$
(527)
(172)
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
8.
BORROWINGS AND INDEBTEDNESS
At August 31, 2006, the Company had the following borrowing facilities:
Facility Amount
Syndicated loan facility(1)
Separate bilateral, uncommitted, unsecured multicurrency revolving credit facilities(2)
Local guaranteed and non−guaranteed lines of credit(3)
$
1,200,000
350,000
136,000
Total
$
1,686,000
(1) On July 31, 2006, we replaced our $1,500,000 syndicated loan facility maturing on June 18, 2009 with a $1,200,000 syndicated loan facility maturing on July 31, 2011. This new
facility provides unsecured, revolving borrowing capacity for general working capital purposes, including the issuance of letters of credit. Financing is provided under this facility at
the prime rate or at the London Interbank Offered Rate plus a spread. This facility requires us to: (1) limit liens placed on our assets to (a) liens incurred in the ordinary course of
business (subject to certain qualifications) and (b) other liens securing obligations not to exceed 30% of the Company’s consolidated assets; and (2) maintain a debt−to−cash−flow ratio
not exceeding 1.75 to 1.00. We continue to be in compliance with these terms. As of August 31, 2006, we had no borrowings under the facility. The facility is subject to annual
commitment fees.
(2) We maintain three separate bilateral, uncommitted and unsecured multicurrency revolving credit facilities. These facilities provide local currency financing for the majority of our
operations. Interest rate terms on the bilateral revolving facilities are at market rates prevailing in the relevant local markets. Effective August 31, 2006, we amended two of the
bilateral credit facilities, which increased total capacity by $100,000 to $350,000. As of August 31, 2006 and 2005, we had $2,218 and $4,401, respectively, of borrowings under these
facilities. The weighted average interest rate on borrowings under these multicurrency credit facilities and lines of credit, based on the average annual balances, was approximately 5%
in fiscal 2006 and 7% in fiscal 2005 and 2004.
(3) We also maintain local guaranteed and non−guaranteed lines of credit for those locations that cannot access our global facilities. At August 31, 2006, we had no borrowings under these
various facilities.
Under the borrowing facilities described above, the Company had an aggregate of $153,318 and $186,147 of letters of credit
outstanding at August 31, 2006 and 2005, respectively. In addition, the Company had zero and $9,280 of other short−term
borrowings at August 31, 2006 and 2005, respectively. The Company also had total outstanding debt of $49,639 and $61,507 as
of August 31, 2006 and 2005, respectively, which was primarily incurred in conjunction with the purchase of Accenture HR
Services.
F−22
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
9.
INCOME TAXES
The components of the Provision for income taxes were as follows:
Year Ended August 31,
2006
Current taxes:
U.S. Federal
U.S. state and local
Non−U.S.
$
Total current tax expense
2005
293,733
41,961
375,376
$
711,070
Deferred taxes:
U.S. Federal
U.S. state and local
Non−U.S.
Total deferred tax (benefit) expense
Total
$
2004
138,457
19,779
478,049
$ 135,510
19,359
318,800
636,285
473,669
(179,505)
(25,643)
(15,387)
55,344
7,906
(2,438)
52,399
7,486
41,989
(220,535)
60,812
101,874
697,097
$ 575,543
490,535
$
Deferred income tax (benefit) expense related to the additional minimum pension liability was $102,863 and $(63,703) in
fiscal 2006 and 2005, respectively, and was recorded in Accumulated other comprehensive loss in the Consolidated Balance
Sheets.
The components of Income before income taxes were as follows:
Year Ended August 31,
2006
2005
2004
U.S. sources
Non−U.S. sources
$
648,283
1,275,384
$
682,030
1,523,972
$
503,257
1,295,313
Total
$
1,923,667
$
2,206,002
$
1,798,570
F−23
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
The reconciliation of the U.S. Federal statutory income tax rate to the Company’s effective income tax rate was as follows:
Year Ended August 31,
2006
U.S. Federal statutory income tax rate
U.S. state and local taxes, net
Reorganization benefits
Other final determinations(1)
Deferred tax revaluation(2)
Non−U.S. operations
Other
Effective income tax rate
2005
2004
35.0%
1.7
(0.9)
(10.8)
(3.8)
0.5
3.8
35.0%
1.6
(1.4)
(6.4)
—
(0.4)
3.2
35.0%
1.4
(1.5)
(2.2)
—
(1.4)
0.7
25.5%
31.6%
32.0%
(1) Final determinations include final agreements with tax authorities and expirations of statutes of limitations.
(2) Related to updated estimates of the probable future benefit of certain deferred tax assets.
The components of the Company’s deferred tax assets and liabilities included the following:
Year Ended August 31,
2006
Deferred tax assets:
Pensions
Revenue recognition
Compensation and benefits
Share−based compensation
Tax credit carryforwards
Net operating loss carryforwards
Depreciation and amortization
Other
$
77,845
43,747
165,180
161,220
13,937
271,458
144,023
48,513
2005
$ 161,197
55,235
121,060
26,778
11,449
220,373
119,322
72,944
925,923
(198,654)
788,358
(270,630)
727,269
517,728
Deferred tax liabilities:
Revenue recognition
Depreciation and amortization
Investments
Other
(71,319)
(58,660)
(51,375)
(32,734)
(46,740)
(58,479)
(23,357)
(24,963)
Total deferred tax liabilities
(214,088)
(153,539)
Valuation allowance
Total deferred tax assets
Net deferred tax assets
$
F−24
513,181
$ 364,189
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
The Company recorded valuation allowances of $198,654 and $270,630 as of August 31, 2006 and 2005, respectively, against
deferred tax assets associated with capital losses on certain investments and certain tax net operating loss and tax credit
carryforwards, as the Company believes it is more likely than not that these assets will not be realized. As of August 31, 2006 and
2005, $20,736 and $50,280, respectively, of the valuation allowances related to pre−acquisition tax attributes recorded under
purchase accounting, the reversal of which in future years will be allocated first to reduce goodwill and then to reduce other
non−current intangible assets of the acquired entity. In addition, $2,043 and $7,275 of the valuation allowances as of August 31,
2006 and 2005, respectively, related to tax attributes, the reversal of which in future years will be allocated to Additional paid−in
capital and Retained earnings.
The Company had net operating loss carryforwards as of August 31, 2006 of $883,155. Of this amount, $281,320 expires at
various dates through 2023 and $601,835 has an indefinite carryforward period. The Company had tax credit carryforwards as of
August 31, 2006 of $13,937, of which $12,967 will expire at various dates through 2026 and $970 has an indefinite carryforward
period.
As of August 31, 2006, the Company had not recognized a deferred tax liability on $961,279 of undistributed earnings for
certain subsidiaries, because these earnings are intended to be permanently reinvested. If such earnings were distributed, some
countries may impose withholding taxes. It is not practicable to determine the amount of the related unrecognized deferred income
tax liability.
On October 22, 2004, the American Jobs Creation Act (“AJCA”) became law. The AJCA includes a deduction of 85 percent
of certain foreign earnings that are repatriated, as defined in the AJCA. Our affiliate Avanade Inc. (“Avanade”) can elect to apply
this provision to qualifying earnings repatriations in its tax year ending September 30, 2006. Avanade has elected under this
provision to repatriate $20,800 in September 2006. The tax expected to be paid on the repatriated earnings is $180.
A portion of the Company’s operations are subject to a reduced tax rate or are free of tax under various tax holidays which
expire during fiscal 2009 and 2010. The income tax benefits attributable to the tax status of these subsidiaries were estimated to be
approximately $20,000, $17,000 and $11,000 in fiscal 2006, 2005 and 2004, respectively.
During fiscal 2006, the Internal Revenue Service commenced an examination of the Company’s federal income tax return for
fiscal 2003. We expect this audit to be completed by the end of fiscal 2007. We are also under examination by numerous state and
non−US tax authorities. Although the outcome of tax audits is always uncertain and could result in significant cash tax payments,
we do not believe the outcome of these audits will have a material adverse effect on our consolidated financial position or results
of operations.
If the Company or one of its non−U.S. subsidiaries were classified as a foreign personal holding company, the Company’s
U.S. shareholders would be required to include in income, as a dividend, their pro rata share of the Company’s (or the Company’s
relevant non−U.S. subsidiary’s) undistributed foreign personal holding company income.
Because of the application of complex U.S. tax rules regarding attribution of ownership, Accenture Ltd met the definition of a
foreign personal holding company in a portion of fiscal 2004,
F−25
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
and certain non−U.S. subsidiaries met the definition in fiscal 2005 and 2004. However, there is no foreign personal holding
company income that the Company’s U.S. shareholders are required to include in income for such years.
In the event that the Company has net foreign personal holding company income, the Company may distribute a dividend to
shareholders to avoid having taxable income imputed under these rules. Under certain circumstances, such a distribution could
create additional income tax costs to the Company. Since the Company did not have any foreign personal holding company
income in fiscal 2005 and 2004, no such taxes have been provided.
U.S. tax law repealed the foreign personal holding company provisions, effective for all tax years after fiscal 2005.
10.
RETIREMENT AND PROFIT SHARING PLANS
Defined Benefit Pension and Postretirement Benefits
In the United States and certain other countries, the Company maintains and administers defined benefit retirement plans and
postretirement medical plans for certain current, retired and resigned employees. The majority of the plans are non−contributory.
Benefits under the employee retirement plans are primarily based on years of service and compensation during the years
immediately preceding retirement or termination of participation in the plan. The Company utilizes actuarial methods required by
SFAS No. 87, “Employers’ Accounting for Pensions” (“SFAS No. 87”), and SFAS No. 106, “Employers’ Accounting for
Postretirement Benefits Other Than Pensions” (“SFAS No. 106”), to account for pension and postretirement benefit plans,
respectively.
In addition, certain postemployment benefits, including severance benefits, disability−related benefits and continuation of
benefits, such as healthcare benefits and life insurance coverage, are provided to former or inactive employees after employment
but before retirement. These costs are substantially provided for on an accrual basis.
The Company uses a June 30 or August 31 measurement date for its U.S. and non−U.S. benefit plans.
F−26
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
The components of net periodic pension and postretirement expense were as follows:
Pension Benefits
Year Ended August 31,
2006
Non−U.S.
Plans
U.S. Plans
Components of pension expense
Service cost
Interest cost
Expected return on plan assets
Amortization of transitional
obligation
Amortization of loss/(gain)
Amortization of prior service cost
Curtailment loss recognized
Special termination benefits charge
Total
$
64,410
49,923
(52,318)
$
2005
$ 51,496
20,865
(19,833)
—
31,140
1,149
—
—
—
1,962
709
183
1,582
94,304
$ 56,964
Non−U.S.
Plans
U.S. Plans
$
2004
49,518
42,760
(42,892)
$ 45,054
18,037
(15,305)
—
13,675
1,291
—
—
$
$
—
(1,023)
1,579
243
1,299
64,352
$ 49,884
Non−U.S.
Plans
U.S. Plans
45,247
36,262
(24,735)
$ 34,802
12,799
(9,932)
—
20,673
2,472
—
—
$
(213)
782
90
—
3,643
79,919
$ 41,971
Postretirement Benefits
Year Ended August 31,
2006
U.S. Plans
Components of postretirement expense
Service cost
Interest cost
Expected return on plan assets
Amortization of transitional obligation
Amortization of loss
Amortization of prior service cost
Curtailment loss recognized
Total
2005
Non−U.S.
Plans
U.S. Plans
2004
Non−U.S.
Plans
U.S. Plans
Non−U.S.
Plans
$
10,102
6,150
(1,419)
79
2,518
(801)
—
$
2,061
1,766
—
—
198
(281)
(472)
$
7,091
5,534
(1,335)
79
1,493
(801)
—
$
1,646
1,776
—
—
94
(161)
(222)
$
7,263
5,167
(1,424)
79
2,401
(801)
—
$
1,677
1,561
—
204
74
—
—
$
16,629
$
3,272
$
12,061
$
3,133
$
12,685
$
3,516
F−27
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
The weighted−average assumptions used to determine the net periodic pension and postretirement expense are as follows:
Pension Benefits
Year Ended August 31,
2006
Non−U.S.
Plans
U.S. Plans
Discount rate
Expected rate of return on plan assets
Rate of increase in future compensation
2005
5.25%
7.50
4.50
Non−U.S.
Plans
U.S. Plans
4.28%
5.57
3.27
2004
6.25%
7.50
4.50
4.93%
5.19
3.16
Non−U.S.
Plans
U.S. Plans
6.00%
8.00
4.50
4.85%
5.66
3.10
Postretirement Benefits
Year Ended August 31,
2006
Non−U.S.
Plans
U.S. Plans
Discount rate
Expected rate of return on plan assets
Rate of increase in future compensation
2005
5.25%
7.50/3.50
N/A
2004
Non−U.S.
Plans
U.S. Plans
5.50%
N/A
3.50
6.25%
7.50/3.50
N/A
Non−U.S.
Plans
U.S. Plans
6.75%
N/A
4.50
6.00%
8.00/5.00
N/A
6.50%
N/A
4.00
The weighted−average assumptions used to determine the fiscal year−end benefit obligations are as follows:
Pension Benefits
Postretirement Benefits
Year Ended August 31,
Year Ended August 31,
2006
U.S. Plans
Discount rate
Rate of increase in
future
compensation
2005
Non−U.S.
Plans
U.S. Plans
2006
Non−U.S.
Plans
6.50%
4.68%
5.25%
4.28%
4.50
3.45
4.50
3.27
U.S. Plans
6.50%
N/A
2005
Non−U.S.
Plans
6.00%
2.90
U.S. Plans
5.25%
N/A
Non−U.S.
Plans
5.50%
3.50
Our methodology for selecting the discount rate for our U.S. Plans was to match the plans’ cash flows to that of a yield curve
that provides the equivalent yields on zero−coupon corporate bonds for each maturity. The discount rate assumption for our
Non−U.S. Plans reflects the market rate for high−quality, fixed−income debt instruments. Both discount rate assumptions are
based on the expected duration of the benefit payments for each of the Company’s pension plans as of the annual measurement
date and is subject to change each year. The expected long−term rate of return on plan assets should, over time, approximate the
actual long−term returns on pension and other postretirement plan assets. The expected return on plan assets assumption is based
on historical returns and the future expectations for returns for each asset class, as well as the target asset allocation of the asset
portfolio.
F−28
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
The changes in the benefit obligation, plan assets and the funded status of the benefit plans are as follows:
Pension Benefits
Postretirement Benefits
Year Ended August 31,
Year Ended August 31,
2006
2005
2006
U.S. Plans
Non−U.S.
Plans
U.S. Plans
Non−U.S.
Plans
U.S. Plans
Changes in benefit obligation
Benefit obligation, beginning of year
Service cost
Interest cost
Amendments
Termination benefits
Participant contributions
Acquisitions/divestitures/transfers
Curtailments
Actuarial loss(gain)
Benefits paid
Exchange rate loss
Settlements
$ 957,547
64,410
49,923
—
—
—
—
—
(215,857)
(15,752)
—
—
$ 511,585
51,496
20,865
(11,794)
1,582
6,544
39,325
(1,300)
(3,317)
(28,676)
29,968
—
$ 692,028
49,518
42,760
—
—
—
—
—
189,769
(16,528)
—
—
$ 335,819
45,054
18,037
1,365
1,299
6,366
75,024
(540)
73,364
(39,369)
2,212
(7,046)
Benefit obligation, end of year
$ 840,271
$ 616,278
$ 957,547
Changes in plan assets
Fair value of plan assets, beginning of
year
Actual return on plan assets
Acquisitions/divestitures/transfers
Employer contributions
Participant contributions
Benefits paid
Exchange rate gain
Settlements
$ 701,343
81,086
2,733
32,234
—
(15,752)
—
—
$ 344,088
23,998
28,550
60,414
6,544
(28,676)
23,573
—
Fair value of plan assets, end of year
$ 801,644
$ (38,627)
—
59,117
2,739
Reconciliation of funded status
Funded status
Unrecognized transitional obligation
Unrecognized loss
Unrecognized prior service cost
Contribution made after measurement
date
Non−U.S.
Plans
U.S. Plans
Non−U.S.
Plans
$ 118,336
10,102
6,150
—
—
—
—
—
(37,868)
(1,782)
—
—
$
31,411
2,061
1,766
(5,687)
—
—
—
(2,136)
(3,478)
(250)
2,075
—
$
$
25,054
1,646
1,776
(3,858)
—
—
—
(263)
4,160
(130)
3,026
—
$ 511,585
$
94,938
$
25,762
$ 118,336
$
31,411
$ 470,792
63,227
—
183,852
—
(16,528)
—
—
$ 243,424
24,998
70,004
40,780
6,366
(39,369)
4,931
(7,046)
$
25,643
1,839
—
877
—
(1,782)
—
—
$
—
—
—
250
—
(250)
—
—
$
24,585
1,647
—
180
2,551
(3,320)
—
—
$
—
—
—
130
—
(130)
—
—
$ 458,491
$ 701,343
$ 344,088
$
26,577
$
—
$
25,643
$
—
$ (157,787)
—
63,918
(7,913)
$ (256,204)
—
337,615
3,888
$ (167,497)
—
71,192
5,215
$ (68,361)
519
2,132
(7,306)
—
Net amount recognized at year−end
$
Amounts recognized in the
Consolidated Balance Sheets consist
of:
Prepaid benefit cost
Accrued benefit liability
Intangible asset
Accumulated other comprehensive loss
Net amount recognized at year−end
23,229
1,985
—
$ (99,797)
$
85,299
$ 110,377
(122,350)
—
35,202
$
11,175
(131,035)
—
20,063
$
10,274
(205,404)
3,339
277,090
$
$ (99,797)
$
85,299
23,229
2005
F−29
1,499
$ (25,762)
—
1,683
(9,268)
—
89,476
7,091
5,534
—
—
—
—
—
19,555
(3,320)
—
—
$ (92,693)
598
43,141
(8,107)
44
$ (31,411)
—
7,187
(3,838)
(112)
24
$ (89,591)
$ (73,016)
$ (33,303)
$ (57,173)
$ (28,038)
$
$
$
$
$
10,441
(135,238)
10
35,196
$ (89,591)
—
(73,016)
—
—
$ (73,016)
—
(33,303)
—
—
$ (33,303)
—
(57,173)
—
—
$ (57,173)
—
(28,038)
—
—
$ (28,038)
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
Funded Status for Defined Benefit Plans
Generally, annual contributions are made at such times and in amounts as required by law and may, from time to time, exceed
minimum funding requirements.
Our U.S. pension plans include plans covering certain U.S. employees and former employees, as well as a Basic Retirement
Plan for former pre−incorporation partners, which was frozen in 2001. The Company made discretionary contributions of $25,000
and $50,000 to its U.S. employees’ pension plans in fiscal 2006 and 2005, respectively. Basic retirement benefits of $7,234 and
$8,852 were paid in fiscal 2006 and 2005, respectively. There were contributions of $60,900 and $41,565 for the
non−U.S. pension plans in fiscal 2006 and 2005, respectively.
SFAS No. 87 requires recognition of a minimum pension liability if the fair value of pension assets is less than the
accumulated benefit obligation. In fiscal 2006, the charge decreased by $154,827, representing an adjustment to decrease the
pension liability by $257,663, net of a tax benefit of $102,863. In fiscal 2005, the charge increased by $95,697, representing an
adjustment to increase the pension liability by $159,400, net of a tax expense of $63,703. These adjustments were included in
Accumulated other comprehensive loss in the Shareholders’ equity section of the Consolidated Balance Sheet.
The accumulated benefit obligation for all U.S. and non−U.S. defined benefit pension plans as of August 31, 2006 and 2005
was as follows:
August 31,
2006
2005
Non−U.S.
Plans
U.S. Plans
Accumulated benefit obligation
$
790,288
$
518,723
Non−U.S.
Plans
U.S. Plans
$
903,306
$
434,596
The following information is provided for defined benefit pension plans with projected benefit obligations in excess of plan
assets and for plans with accumulated benefit obligations in excess of plan assets:
2006
U.S. Plans
Projected benefit obligation in excess of plan assets:
Projected benefit obligation
Fair value of plan assets
Accumulated benefit obligation in excess of plan assets:
Accumulated benefit obligation
Fair value of plan assets
2005
Non−U.S.
Plans
Non−U.S.
Plans
U.S. Plans
$
122,350
—
$
446,652
271,545
$
911,808
654,948
$
434,117
256,790
$
122,350
—
$
186,122
75,324
$
860,352
654,948
$
321,681
200,533
Investment Strategies
U.S. Pension Plans
The overall investment objective of the plans is to provide growth in the assets of the plans to help fund future benefit
obligations while managing risk in order to meet current benefit obligations. The plans’ future prospects, their current financial
conditions, the Company’s current funding levels
F−30
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
and other relevant factors suggest that the plans can tolerate some interim fluctuations in market value and rates of returns in order
to achieve long−term objectives without undue risk to the plans’ ability to meet their current benefit obligations.
The Company’s investment committee recognizes that asset allocation of the pension plans’ assets is an important factor in
determining long−term performance. Actual asset allocations at any point in time may vary from the specified targets below and
will be dictated by current and anticipated market conditions, required cash flows, and investment decisions of the investment
committee and the pension plans’ investment funds and managers. Ranges are established to provide flexibility for the asset
allocation to vary around the targets without the need for immediate rebalancing.
Non−U.S. Pension Plans
Our plan assets in non−U.S. pension plans conform to the investment policies and procedures of each plan and to relevant
legislation. The pension committee or trustee of each plan regularly, but at least annually, reviews the investment policy and the
performance of the investment managers. In certain countries, the trustee is also required to consult with the Company. Generally,
the investment return objective of each plan is to achieve a total annualized rate of return that exceeds inflation over the long term
by an amount based on the target asset mix of that plan. In certain countries, plan assets are invested in funds that are required to
hold a majority of assets in bonds, with a smaller proportion in equities. Also, certain plan assets are entirely invested in contracts
held with the plan insurer, who determines the investment strategy. Pension plans in certain countries are unfunded.
F−31
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
Plan Assets
The following table shows the Company’s target allocation for fiscal 2007 and weighted−average asset allocations as of
August 31, 2006 and 2005 by asset category, for its pension and postretirement benefit plans:
Pension Plans
Plan Assets at August 31,
2007 Target
Allocation
U.S. Plans
Asset Category
Equity securities
Debt securities
Cash and short−term investments
Insurance contracts
Other
Total
2006
Non−U.S.
Plans
U.S. Plans
2005
Non−U.S.
Plans
Non−U.S.
Plans
U.S. Plans
79%
21
—
—
—
35−45%
35−45
0−5
0−5
10−15
79%
21
—
—
—
44%
39
2
13
2
76%
20
—
—
4
30%
32
19
13
6
100%
n/m
100%
100%
100%
100%
n/m = not meaningful
U.S. Postretirement Plan(1)
Plan Assets at
August 31,
2007 Target
Allocation
Asset Category
Equity securities
Debt securities
Cash and short−term investments
Total
2006
2005
39%
21
40
37%
20
43
35%
19
46
100%
100%
100%
(1) The non−U.S. plans are unfunded and thus the table only relates to the U.S. Plans.
Expected Contributions
In fiscal 2007, the Company expects to pay approximately $8,050 of benefit payments, as part of its Basic Retirement Plan,
and expects to contribute $44,781 to its non−U.S. pension plans. Cash funding for retiree medical plans in fiscal 2007 is estimated
to be approximately $1,805. In fiscal 2007, no contribution will be required for U.S. employees’ pension plans. The Company has
not determined whether it will make additional voluntary contributions for employee pension plans.
F−32
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
Estimated Future Benefit Payments
Benefit payments, which reflect expected future service, as appropriate, are expected to be paid as follows:
Pension Benefits
Non−U.S.
Plans
U.S. Plans
2007
2008
2009
2010
2011
2012−2016
$
16,780
18,630
20,879
23,603
26,497
182,665
Postretirement Benefits
$
Non−U.S.
Plans
U.S. Plans
13,584
13,837
14,793
15,961
17,622
114,059
$
2,758
3,260
3,785
4,287
4,923
30,420
$
330
422
490
569
668
5,393
Assumed Health Care Cost Trend
Our U.S. Postretirement Benefits annual rate increases in the per capita cost of health care benefits of 9.5% (under age 65) and
10.0% (over age 65) were assumed for the plan year ending June 30, 2007. The rate is assumed to decrease on a straight−line
basis to 5% for the plan year ending June 30, 2011 and remain at that level thereafter. A one percentage point change in the
assumed health care cost trend rates would have the following effects:
One Percentage Point
Increase
2006
Effect on total of service and interest cost components
Effect on year−end postretirement benefit obligation
$
3,119
11,526
2005
$
2,527
22,362
One Percentage Point
Decrease
2006
$ (2,415)
(9,560)
2005
$
(2,056)
(17,375)
Basic Retirement Benefits
Obligations relating to basic retirement benefits for former pre−incorporation partners under the Basic Retirement Plan are
included in the U.S. pension plans discussed above. This plan was eliminated for active partners after May 15, 2001, in connection
with the transition to a corporate structure. All qualifying partners or their qualifying surviving spouses will receive basic
retirement benefits for life. The amount of annual benefit payments is adjusted for cost−of−living adjustments at the beginning of
each calendar year. The plan is unfunded and its projected benefit obligations were $122,350 and $138,165 as of August 31, 2006
and 2005, respectively.
Early Retirement Benefits
Obligations related to pre−May 15, 2001 partner early retirement benefits are not included in pension benefits disclosed
above. For periods ended on or prior to May 15, 2001, partners retiring after age 56 and prior to age 62 received early retirement
benefits based on two years’ earnings on a straight−line declining basis that resulted in no payout to partners retiring at age 62.
Retired partners could elect to receive benefits in the form of a lump−sum payment or 10−year installment payments. Partners
electing installment payments accrue interest based on a U.S. Treasury bond index. This
F−33
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
plan was eliminated for active partners after May 15, 2001, in connection with the Company’s transition to a corporate structure in
May 2001. Early retirement benefits of $37,939, $46,421 and $37,958 were paid to retired partners in fiscal 2006, 2005 and 2004,
respectively. As of August 31, 2006, the remaining amounts due for early retirement benefits were $105,182, of which $36,641
was included in Other accrued liabilities and $68,541 was included in Retirement obligation in our Consolidated Balance Sheet.
These amounts are being paid out through 2011. As of August 31, 2005, the remaining amounts due for early retirement benefits
were $139,392, of which $37,948 was included in Other accrued liabilities and $101,444 was included in Retirement obligation in
our Consolidated Balance Sheet.
Defined Contribution Plans
As of January 1, 2004, the Company established a trusteed employer 401(k) match plan, the Accenture U.S. 401(k) Match and
Savings Plan, in the United States. The total costs of the 401(k) match plan were $48,086, $44,172 and $30,762 in fiscal 2006,
2005 and 2004, respectively.
In the United States, the Company maintains and administers a trusteed profit sharing plan, the Accenture U.S. Discretionary
Profit Sharing Plan. The annual discretionary profit sharing contribution is determined by management after the end of the fiscal
year. The liability recorded as of August 31, 2006 and 2005 for profit sharing was $52,691 and $49,702, respectively. We expect
to pay the liability recorded as of August 31, 2006 in the first quarter of fiscal 2007. The total costs of the profit sharing plan were
$52,691, $49,702, and $44,961 in fiscal 2006, 2005 and 2004, respectively.
In the United Kingdom, the Company also maintains and administers a defined contribution plan, the Accenture Retirement
Savings Plan. The Company provides matching contributions up to certain amounts based upon the age of the eligible employee.
The total costs of the plan were $50,225, $46,045 and $37,636 in fiscal 2006, 2005 and 2004, respectively.
11.
SHARE−BASED COMPENSATION
In December 2004, the FASB issued SFAS No. 123R which is a revision of SFAS No. 123, and supersedes APB No. 25, and
its related implementation guidance. On September 1, 2005, the Company adopted the provisions of SFAS No. 123R using the
modified prospective method. SFAS No. 123R focuses primarily on accounting for transactions in which an entity obtains
employee services in share−based payment transactions. SFAS No. 123R requires entities to recognize compensation expense for
awards of equity instruments to employees based on the grant−date fair value of those awards (with limited exceptions).
SFAS No. 123R also requires the benefits of tax deductions in excess of compensation expense to be reported as a financing cash
flow, rather than as an operating cash flow as prescribed under the prior accounting rules. This requirement reduces net operating
cash flows and increases net financing cash flows in periods after adoption. Total cash flow remains unchanged from what would
have been reported under prior accounting rules. Upon the adoption of SFAS No. 123R, the Company recognized an immaterial
one−time gain based on SFAS No. 123R’s requirement to apply an estimated forfeiture rate to unvested awards. Previously, the
Company recorded forfeitures as incurred.
F−34
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
Prior to the adoption of SFAS No. 123R, the Company followed the intrinsic value method in accordance with APB No. 25 to
account for its employee stock options and share purchase rights. Accordingly, no compensation expense was recognized for share
purchase rights granted in connection with the issuance of stock options under the Accenture Ltd 2001 Share Incentive Plan (the
“SIP”) and through the Accenture Ltd 2001 Employee Share Purchase Plan (the “ESPP”); however, compensation expense was
recognized in connection with the issuance of restricted share units granted under the SIP. The adoption of SFAS No. 123R
primarily resulted in a change in the Company’s method of recognizing the fair value of share−based compensation and
estimating forfeitures for all unvested awards. Specifically, the adoption of SFAS No. 123R resulted in the Company recording
compensation expense for employee stock options and employee share purchase rights. The following table shows the effect of
adopting SFAS No. 123R on selected reported items (“As Reported”) and what those items would have been under previous
guidance under APB No. 25:
Year Ended August 31, 2006
Under APB
No. 25
As Reported
Income before income taxes
Income before minority interest
Net income
Cash flows provided by operating activities
Cash flows used in financing activities
Basic earnings per share
Diluted earnings per share
$
1,923,667
1,433,132
973,329
2,667,989
(1,934,467)
1.65
1.59
$
$
$
2,021,574
1,497,359
1,017,145
2,710,821
(1,977,299)
1.73
1.67
$
$
Results for fiscal 2005 have not been restated. Had compensation expense for employee stock options granted under the SIP
and for employee share purchase rights under the ESPP been determined based on fair value at the grant date consistent with
SFAS No. 123, with stock options expensed using the accelerated expense attribution method, the Company’s Net income and
Earnings per share for fiscal 2005 and 2004 would have been reduced to the pro forma amounts indicated below:
Year Ended August 31,
2005
Net income as reported
Add: Share−based compensation expense already included in Net income as reported, net of tax and
minority interest
Deduct: Pro forma employee compensation cost related to stock options, restricted share units and
employee share purchase plan, net of tax and minority interest
$
Subtotal
Pro forma net income
Basic earnings per Class A common share:
As reported
Pro forma
Diluted earnings per Class A common share:
As reported
Pro forma
F−35
2004
940,474
$
690,828
52,140
31,446
(150,105)
(85,545)
(97,965)
(54,099)
$
842,509
$
636,729
$
$
1.60
1.43
$
$
1.25
1.15
$
$
1.56
1.40
$
$
1.22
1.12
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
Share Incentive Plan
The SIP is administered by the Compensation Committee of the Board of Directors of the Company and provides for the grant
of nonqualified share options, incentive stock options, restricted share units and other share−based awards. A maximum of
375,000,000 Accenture Ltd Class A common shares are currently authorized for awards under the SIP. As of August 31, 2006,
165,164,681 shares were available for future grants under the SIP. Accenture Ltd Class A common shares covered by awards that
expire, terminate or lapse will again be available for the grant of awards under the SIP.
The Company issues new shares and shares from treasury for shares delivered under the SIP. The parameters of the
Company’s share purchase and redemption activities are not established solely with reference to the dilutive impact of deliveries
made under the SIP. However, the Company expects that, over time, share purchases will offset the dilutive impact of deliveries
to be made under the SIP.
A summary of information with respect to share−based compensation was as follows:
Year Ended August 31,
2006
Total share−based compensation expense included in Net income
Income tax benefit related to share−based compensation included in Net income
$
$
270,884
93,029
2005
$
$
88,341
8,274
2004
$ 60,486
$ 5,696
Restricted Share Units
Under the SIP, participants may be granted restricted share units, each of which represents an unfunded, unsecured right,
which is nontransferable except in the event of death of the participant, to receive an Accenture Ltd Class A common share on the
date specified in the participant’s award agreement. The restricted share units granted under this plan are subject to cliff or graded
vesting, generally ranging from three to 10 years. For awards with graded vesting, compensation expense is recognized over the
vesting term of each separately vesting portion. Compensation expense is recognized on a straight−line basis for awards with cliff
vesting. Restricted share unit activity during fiscal 2006 was as follows:
2006
Number of
Restricted Share
Units
Weighted Average
Grant−Date Fair
Value
Nonvested balance as of August 31, 2005
Granted
Vested
Forfeited
18,122,113
19,063,320
(2,385,703)
(1,390,461)
$
26.65
25.73
21.80
21.61
Nonvested balance as of August 31, 2006
33,409,269
$
23.89
As of August 31, 2006, there was $407,066 of total restricted share unit compensation expense related to nonvested awards
not yet recognized, which is expected to be recognized over a weighted
F−36
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
average period of 2.4 years. As of August 31, 2006, there were 13,257,827 restricted share units vested but not yet delivered as
Accenture Ltd Class A common shares.
Stock Options
Stock options are granted to senior executives and other employees under the SIP. Options generally have an exercise price
that is at least equal to the fair value of the Accenture Ltd Class A common shares on the date the option is granted. Options
granted under the SIP are subject to cliff or graded vesting, generally ranging from three to 10 years, and generally have a
contractual term of 10 years. For awards with graded vesting, compensation expense is recognized over the vesting period of each
separately vesting portion. Compensation expense is recognized on a straight−line basis for awards with cliff vesting. Stock
option activity for the year ended August 31, 2006 was as follows:
Number of Options
Weighted Average
Exercise Price
Weighted Average
Remaining
Contractual Term
(In Years)
Aggregate Intrinsic
Value
Options outstanding as of August 31, 2005
Granted
Exercised
Forfeited
73,848,900
436,642
(15,009,940)
(1,693,331)
$
$
$
$
18.27
26.24
15.84
21.90
6.6
$
448,382
Options outstanding as of August 31, 2006
57,582,271
$
18.84
6.3
$
595,954
Options exercisable as of August 31, 2006
Options exercisable as of August 31, 2005
Options exercisable as of August 31, 2004
44,177,710
49,098,967
36,387,546
$
$
$
17.35
15.99
14.66
5.8
5.9
6.0
$
$
$
522,702
412,308
413,345
The weighted average remaining contractual term and aggregate intrinsic value for options outstanding at August 31, 2004
was 6.3 years and $673,051, respectively.
Other information pertaining to option activity was as follows:
Year Ended August 31,
2006
Weighted average grant−date fair value of stock options granted
Total fair value of stock options vested
Total intrinsic value of stock options exercised
$
$
$
11.13
102,333
197,111
2005
$
$
$
11.30
183,304
89,219
2004
$
9.66
$ 122,680
$ 112,779
For fiscal 2006, cash received from the exercise of stock options was $237,767 and the income tax benefit realized from the
exercise of stock options was $60,789. As of August 31, 2006, there was $43,347 of total stock option compensation expense
related to nonvested awards not yet recognized, which is expected to be recognized over a weighted average period of 1.3 years.
F−37
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
The fair value of each option grant is estimated on the date of grant using the Black−Scholes−Merton option pricing model
with the following weighted average assumptions
Year Ended August 31,
2006(1)
Senior
Executives
Expected life (in years)
Risk−free interest rate
Expected volatility
Expected dividend yield
7.4
4.15%
37%
1%
2005
Senior
Executives
6.0
4.02%
41%
0%
2004
Other
Employees
5.0
3.52%
41%
0%
Senior
Executives
6.0
3.58%
44%
0%
Other
Employees
5.0
3.29%
44%
0%
(1) No stock options were granted to “Other Employees” during fiscal 2006.
For fiscal 2006, the expected life of each award granted was calculated using the “simplified method” in accordance with
SAB No. 107, “Share−Based Payment.” For fiscal 2005 and 2004, the Company used a projected expected life for each award
granted based on historical experience of employees’ exercise behavior. The risk−free interest rate is based on the implied yield
currently available on U.S. Treasury zero coupon issues with a remaining term equal to the expected life. Expected volatility is
based on historical volatility levels of Accenture Ltd Class A common shares. Expected dividend yield is based on historical
dividend payments.
Employee Share Purchase Plan
The Accenture Ltd 2001 Employee Share Purchase Plan (the “ESPP”) is a nonqualified plan that allows eligible employee
participants to purchase Accenture Ltd Class A common shares at a discount through payroll deductions. Under the ESPP,
substantially all employees may elect to contribute 1% to 10% of their compensation during each semi−annual offering period (up
to a per participant maximum of $7.5 per offering period) to purchase Accenture Ltd Class A common shares. Prior to May 1,
2005, the purchase price of Accenture Ltd Class A common shares was 85% of the lower of its beginning of offering period or
end of offering period market price. The weighted average fair values of the share purchases granted during the November 1 and
May 1 offering periods for fiscal 2005 were $6.54 and $6.54, respectively. The weighted average fair values of the share
purchases granted during the November 1 and May 1 offering periods for fiscal 2004 were $4.80 and $6.49, respectively.
Beginning May 1, 2005, the purchase price of the Accenture Ltd Class A common shares is 85% of the end of the offering period
market price. A maximum of 75,000,000 Accenture Ltd Class A common shares may be issued under the ESPP. As of August 31,
2006, 42,628,486 Accenture Ltd Class A common shares had been issued under the ESPP. Under the ESPP, the Company issued
6,406,441 shares, 8,784,839 shares and 8,134,692 shares to employees in fiscal 2006, 2005 and 2004, respectively.
Voluntary Equity Investment Program
In January 2006, the Company implemented a Voluntary Equity Investment Program (“VEIP”), under which senior executives
may purchase Accenture Ltd Class A common shares each month at fair market value through after−tax payroll deductions.
Senior executives who make the annual election to participate in the program will be granted at the end of each program year, if
they do not
F−38
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
withdraw during the program year, a number of restricted share units equal to 50% of the number of shares purchased during that
year. The restricted share units granted under the VEIP are subject to a cliff vesting period of two years. As of August 31, 2006,
$3,035 of expense has been incurred related to this program.
12.
SHAREHOLDERS’ EQUITY
Accenture Ltd
Preferred Shares
The Company has 2,000,000,000 authorized preferred shares, par value $0.0000225 per share, the rights and preferences of
which are currently undesignated. The Board of Directors of Accenture Ltd has the authority to issue the preferred shares in one
or more series and to fix the rights, preferences, privileges and restrictions attaching to those shares, including dividend rights,
conversion rights, voting rights, redemption terms and prices, liquidation preferences and the numbers of shares constituting any
series and the designation of any series, without further vote or action by the shareholders.
Any series of preferred shares could, as determined by Accenture Ltd’s Board of Directors at the time of issuance, rank senior
to our common shares with respect to dividends, voting rights, redemption and/or liquidation rights. These preferred shares are of
the type commonly known as “blank−check” preferred stock.
Class A Common Shares
Holders of Accenture Ltd’s Class A common shares are entitled to one vote per share and do not have cumulative voting
rights. Each Class A common share entitles its holder to a pro rata part of any dividend at the times and in the amounts, if any,
which Accenture Ltd’s Board of Directors from time to time determines to declare, subject to any preferred dividend rights
attaching to any preferred shares. Each Class A common share is entitled on a winding−up of Accenture Ltd to be paid a pro rata
part of the value of the assets of Accenture Ltd remaining after payment of its liabilities, subject to any preferred rights on
liquidation attaching to any preferred shares. As of November 22, 2004, the voting agreement dated as of April 18, 2001 among
Accenture Ltd and the partners party thereto (the “voting agreement”) was amended to eliminate the voting provisions of that
agreement. Accordingly, Accenture Ltd Class A common shares and Class X common shares held by the parties to the voting
agreement are no longer voted as a block at Accenture Ltd shareholder meetings.
Class X Common Shares
Holders of Accenture Ltd’s Class X common shares are entitled to one vote per share and do not have cumulative voting
rights. Holders of Class X common shares are not entitled to receive dividends and are not entitled to be paid any amount upon a
winding−up of Accenture Ltd. Most of the Company’s partners who received Accenture SCA Class I common shares or
Accenture Canada Holdings Inc. exchangeable shares in connection with the Company’s transition to a corporate structure
received a corresponding number of Accenture Ltd Class X common shares. Accenture Ltd may redeem, at its option, any Class X
common share for a redemption price equal to the par value
F−39
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
of the Class X common share. Accenture Ltd has separately agreed not to redeem any Class X common share of a holder if the
redemption would reduce the number of Class X common shares held by that holder to a number that is less than the number of
Accenture SCA Class I common shares or Accenture Canada Holdings Inc. exchangeable shares held by that holder, as the case
may be. Accenture Ltd will redeem Class X common shares upon the redemption or exchange of Accenture SCA Class I common
shares and Accenture Canada Holdings Inc. exchangeable shares so that the aggregate number of Class X common shares
outstanding at any time does not exceed the aggregate number of Accenture SCA Class I common shares and Accenture Canada
Holdings Inc. exchangeable shares outstanding. Class X common shares are not transferable without the consent of Accenture
Ltd. As of November 22, 2004, the Accenture Ltd voting agreement was amended to eliminate the voting provisions of that
agreement. Accordingly, Accenture Ltd Class A common shares and Class X common shares held by parties to the voting
agreement are no longer voted as a block at Accenture Ltd shareholder meetings.
Equity of Subsidiaries Redeemable or Exchangeable for Accenture Ltd Class A Common Shares
Accenture SCA Class I Common Shares
Senior executives in certain countries, including the United States, received Accenture SCA Class I common shares in
connection with the Company’s transition to a corporate structure. After June 28, 2005, only the Company’s current and former
senior executives and their permitted transferees continue to hold Accenture SCA Class I common shares. Each Accenture SCA
Class I common share entitles its holder to one vote on all matters submitted to a vote of shareholders of Accenture SCA and
entitles its holders to dividends and liquidation payments.
Subject to the transfer restrictions in Accenture SCA’s Articles of Association, Accenture SCA is obligated, at the option of
the holder, to redeem any outstanding Accenture SCA Class I common share at a redemption price per share generally equal to its
current market value as determined in accordance with Accenture SCA’s Articles of Association. Under Accenture SCA’s
Articles of Association, the market value of a Class I common share that is not subject to transfer restrictions will be deemed to be
equal to (i) the average of the high and low sales prices of an Accenture Ltd Class A common share as reported on the New York
Stock Exchange (or on such other designated market on which the Class A common shares trade), net of customary brokerage and
similar transaction costs, or (ii) if Accenture Ltd sells its Class A common shares on the date that the redemption price is
determined (other than in a transaction with any employee or an affiliate or pursuant to a preexisting obligation), the weighted
average sales price of an Accenture Ltd Class A common share on the New York Stock Exchange (or on such other market on
which the Class A common shares primarily trade), net of customary brokerage and similar transaction costs. Accenture SCA
may, at its option, pay this redemption price with cash or by delivering Accenture Ltd Class A common shares on a one−for−one
basis. Each holder of Class I common shares is entitled to a pro rata part of any dividend and, subject to the rights of the holders
of Class II common shares and Class III common shares, to the value of any remaining assets of Accenture SCA after payment of
its liabilities upon dissolution.
F−40
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
Accenture SCA Class II and Class III common shares
On June 28, 2005, Accenture SCA’s shareholders approved certain amendments to the rights of Accenture SCA Class II
common shares held by Accenture Ltd, as well as the creation of a new class of common shares known as “Class III common
shares” into which all Class I common shares held by Accenture Ltd and its affiliates were reclassified. Accenture SCA Class II
common shares and Class III common shares may not be held by any person other than the general partner of Accenture SCA and
its subsidiaries. All Class I common shares that are sold or otherwise transferred to Accenture Ltd or its subsidiaries will be
automatically reclassified into Class III common shares.
Accenture SCA Class II common shares and Class III common shares (or any lettered sub−series of that class) are not entitled
to any cash dividends. If the Board of Directors of Accenture Ltd authorizes the payment of a cash dividend on Accenture Ltd’s
Class A common shares, Accenture Ltd, as general partner of Accenture SCA, will cause Accenture SCA to redeem Class II
common shares and Class III common shares that Accenture Ltd holds to obtain cash needed to pay dividends on its Class A
common shares. At any time that Accenture SCA were to pay a cash dividend on its Class I common shares, new Class II
common shares and Class III common shares would be issued to the existing holders of Class II common shares and Class III
common shares, in each case having an aggregate value of the amount of any cash dividends that the holders of those Class II or
Class III common shares would have received had they ratably participated in the cash dividend paid on the Class I common
shares.
Each Class II common share entitles its holder to receive a liquidation payment equal to 10% of any liquidation payment to
which a Class I common share entitles its holder. Each Class III common share entitles its holder to receive a liquidation payment
equal to 100% of any liquidation payment to which a Class I common share entitles its holder.
Accenture Canada Holdings Inc. Exchangeable Shares
Partners resident in Canada and New Zealand received Accenture Canada Holdings Inc. exchangeable shares in connection
with the Company’s transition to a corporate structure. Subject to the transfer restrictions contained in Accenture Ltd’s bye−laws,
holders of Accenture Canada Holdings Inc. exchangeable shares may exchange their shares for Accenture Ltd Class A common
shares on a one−for−one basis. The Company may, at its option, satisfy this exchange with cash at a price per share generally
equal to the market price of an Accenture Ltd Class A common share at the time of the exchange. Each exchangeable share of
Accenture Canada Holdings Inc. entitles its holder to receive distributions equal to any distributions to which an Accenture Ltd
Class A common share entitles its holder.
Restrictions on the Transfer of Certain Accenture Shares
Accenture Ltd’s bye−laws and Accenture SCA’s Articles of Association contain transfer restrictions that apply to certain of
the Company’s current and former senior executives who hold Accenture Ltd Class A common shares or Accenture Canada
Holdings Inc. exchangeable shares and Accenture SCA Class I common shares, respectively, and are parties to the Accenture Ltd
voting agreement or Accenture SCA transfer rights agreement, respectively. These persons are referred to as “covered persons.”
The shares covered by these transfer restrictions generally include any Accenture
F−41
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
Ltd Class A common shares beneficially owned by a covered person at the time in question and also as of or prior to the
Company’s initial public offering of Accenture Ltd Class A common shares, as well as all Accenture Canada Holdings Inc.
exchangeable shares or Accenture SCA Class I common shares held by such covered persons. The transfer restrictions generally
require covered persons to maintain beneficial ownership of all Accenture Ltd Class A common shares, Accenture SCA Class I
common shares and Accenture Canada Holdings Inc. exchangeable shares received prior to the Company’s initial public offering
for a period of eight years subsequent to the Company’s initial public offering and to maintain beneficial ownership of at least
25 percent of such shares for as long as he or she is an employee of the Company. Covered persons who continue to be the
Company employees are permitted to transfer a percentage of such shares annually. These transfer restrictions lapse on an
accelerated basis upon retirement and generally terminate upon death.
Accenture SCA’s Articles of Association also provide that, except in the case of a redemption or transfer of Class I common
shares to Accenture Ltd or one of its subsidiaries in accordance with the Articles of Association, Accenture SCA Class I common
shares may be transferred only with the consent of Accenture Ltd, as the general partner of Accenture SCA.
13.
MATERIAL TRANSACTIONS AFFECTING SHAREHOLDERS’ EQUITY
Secondary Offerings
On September 29, 2003 the Company closed an underwritten public offering of Accenture Ltd Class A common shares. The
offering was comprised of 57,394,595 shares newly issued by Accenture Ltd and 24,605,405 shares offered by the Company’s
current and former senior executives and their permitted transferees. The price to the public was $21.00 per share and the price net
of the underwriters’ discount of 2.85% was $20.40 per share. Accenture Ltd received $1,170,936 as a result of the issuance of
57,394,595 shares newly issued by Accenture Ltd. On September 30, 2003, the underwriters, in connection with the underwritten
public offering, exercised their over allotment option to purchase an additional 12,300,000 newly issued Class A common shares
at the same price per share. On October 1, 2003, Accenture Ltd received $250,939 as a result of the issuance of the additional
12,300,000 newly issued shares. All of the proceeds from the newly issued shares were used by Accenture SCA and its
subsidiaries, together with $43,291 previously authorized for repurchases under the Company’s Share Management Plan, to
redeem or purchase a total of 71,816,561 Accenture SCA shares and Accenture Canada Holdings Inc. exchangeable shares from
current and former senior executives pursuant to a tender offer for a total cash outlay of $1,465,166.
On May 4, 2004, the Company closed an underwritten public offering of Accenture Ltd Class A common shares. The offering
was comprised of 35,761,232 shares newly issued by Accenture Ltd and 14,238,768 shares offered by the Company’s current and
former senior executives and their permitted transferees. The price to the public was $23.50 per share and the price net of the
underwriters’ discount of 2.8% was $22.84. Accenture Ltd received $816,858 as the result of the issuance of 35,761,232 shares
newly issued by Accenture Ltd. On May 4, 2004, the underwriters, in connection with the underwritten public offering, exercised
their option to purchase an additional 7,500,000 newly issued Class A common shares at the same price per share. On May 4,
2004, Accenture Ltd received $171,315 as a result of the issuance of the additional 7,500,000 newly issued shares. All of the
proceeds from the newly issued shares were used by Accenture SCA and its subsidiaries, together
F−42
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
with $56,661, to redeem or purchase a total of 45,741,795 Accenture SCA shares and Accenture Canada Holdings Inc.
exchangeable shares from current and former senior executives pursuant to a tender offer for a total cash outlay of $1,044,834.
Share Purchase Activity
The Board of Directors of Accenture Ltd has authorized funding for its publicly announced open−market share purchase
program for acquiring Accenture Ltd Class A common shares and for redemptions and repurchases of Accenture SCA Class I
common shares and Accenture Canada Holdings Inc. exchangeable shares. Effective as of March 24, 2006, the Board of Directors
of Accenture Ltd authorized the purchase, redemption and exchange from time to time of up to an additional $1,500,000 of the
Company’s shares.
The Company’s share purchase activity was summarized as follows:
Open−Market Share
Purchase Program
Shares
Amount
Shares
Amount
8,413,050
82,127
(201,326)
180,777
29,619,979
288,742
(664,338)
600,000
Available authorization as of August 31, 2004
Purchases and redemptions(1)
Additional authorizations(2)
20,566,470
61,578
(480,470)
1,000,000
45,147,483
224,404
(1,103,291)
2,000,000
285,982
(1,583,761)
3,000,000
Available authorization as of August 31, 2005
Purchases and redemptions(3)
Additional authorizations(4)
3,491,500
581,108
(102,769)
500,000
43,301,787
1,121,113
(1,179,219)
1,000,000
1,702,221
(1,281,988)
1,500,000
$
978,339
$
Total
Available authorization as of August 31, 2003
Purchases and redemptions
Additional authorizations
Available authorization as of August 31, 2006
$
Other Share Purchase
Programs
$
941,894
$
$
370,869
(865,664)
780,777
1,920,233
(1) Other Share Purchase Programs include the following purchase activity during fiscal 2005:
• 44,105,764 Accenture SCA Class I common shares redeemed or purchased for a total cash outlay of $1,077,736 and 643,325 Accenture Canada Holdings Inc. exchangeable shares
purchased for a total cash outlay of $15,719; and
• 398,394 shares purchased through the RSU Sell−Back Program for a total cash outlay of $9,836.
(2) On October 15, 2004, an additional $1,000,000 was authorized for purchase under the Company’s open−market share purchase program and an additional $2,000,000 was authorized
for redemptions and purchases under the Company’s other share purchase programs.
(3) Other Share Purchase Programs include the following purchase activity during fiscal 2006:
• 31,416,894 Accenture SCA Class I common shares redeemed or purchased for a total cash outlay of $917,705 and 421,194 Accenture Canada Holdings Inc. exchangeable shares
purchased for a total cash outlay of $12,130;
• 11,231,941 Accenture Ltd Class A common shares purchased for an aggregate purchase price of $242,725; and
F−43
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
• 231,758 shares purchased through the RSU Sell−Back Program whereby the Company offers to purchase Accenture Ltd Class A common shares awarded to employees pursuant to
restricted share units issued in connection with its initial public offering for a total cash outlay of $6,659. The RSU Sell−Back Program was terminated, effective March 1, 2006. All
remaining funding authorizations for the RSU Sell−Back Program were reallocated and made available for use in the Company’s other share purchase programs.
(4) On March 24, 2006, an additional $500,000 was authorized for purchase under the Company’s open−market share purchase program and an additional $1,000,000 was authorized for
redemptions and purchases under the Company’s other share purchase programs.
On September 14, 2005, Accenture SCA and one of its subsidiaries made a tender offer to Accenture SCA Class I common
shareholders that resulted in the redemption and purchase on October 14, 2005 of an aggregate of 35,922,744 Accenture SCA
Class I common shares at a price of $21.50 per share. The total cash outlay for this transaction was $774,519 and was separately
authorized by the Board of Directors of the Company.
During the year ended August 31, 2006, as authorized under its various employee equity share plans, the Company acquired
1,095,728 Accenture Ltd Class A common shares via share withholding for payroll tax obligations due from employees and
former employees in connection with the delivery of Accenture Ltd Class A common shares under those plans for a total cash
outlay of $30,520.
On September 11, 2006, Accenture SCA and one of its subsidiaries made a tender offer to Accenture SCA Class I common
shareholders that resulted in the redemption and purchase, effective as of October 11, 2006 of an aggregate of 7,538,172
Accenture SCA Class I common shares at a price of $24.75 per share. The total cash outlay for these transactions was
approximately $187,000.
Open Market Share Purchases (formerly Accenture Share Employee Compensation Trust)
In February 2005, the Company dissolved the Accenture Share Employee Compensation Trust (the “SECT”) after determining
that it could continue to meet its obligations related to its compensation and employee benefit plans without the SECT. All
remaining Accenture Ltd Class A common shares held by the SECT were transferred to a subsidiary of Accenture Ltd. The
dissolution of the SECT did not affect the Company’s open−market share purchase program, which it continues through one or
more subsidiaries of Accenture Ltd.
Other Share Purchase Programs
Under the Company’s Share Management Plan, which expired on July 24, 2005, the Company executed quarterly transactions
which provided its current and former senior executives and their permitted transferees with the opportunity to dispose of shares
that were currently eligible for transfers under the terms of the various transfer restrictions applicable to them.
In July 2005, the Company implemented a Senior Executive Trading Policy applicable to its senior executives which provides,
among other things, that all Accenture Ltd Class A common shares, Accenture SCA Class I common shares, and Accenture
Canada Holdings Inc. exchangeable shares covered by the transfer restrictions contained in the Company’s various charter
documents and still held by actively employed senior executives but which are no longer restricted by transfer restrictions will be
subject to company−imposed quarterly trading guidelines. These currently limit the total number of shares redeemed, sold or
otherwise transferred in any calendar quarter to no more than a composite average weekly volume of trading in Accenture Ltd
Class A common shares. The Senior Executive Trading Policy was implemented, in part, due to the expiration of the Share
Management
F−44
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
Plan. Since July 24, 2005, holders of the shares covered by the transfer restrictions contained in the Company’s various charter
documents have been able to individually execute sales, redemptions or dispositions of those shares that are no longer subject to
those charter restrictions and, in the case of the Company’s senior executives, in compliance with the quarterly trading guidelines
contained in the Senior Executive Trading Policy.
Dividend
On November 15, 2005, a cash dividend of $0.30 per share was paid on Accenture Ltd’s Class A common shares to
shareholders of record at the close of business on October 17, 2005, resulting in a cash outlay of $171,696. On November 15,
2005, a cash dividend of $0.30 per share was also paid on Accenture SCA’s Class I common shares and Accenture Canada
Holdings Inc. exchangeable shares to shareholders of record at the close of business on October 12, 2005 and October 17, 2005,
respectively, resulting in cash outlays of $94,972 and $1,305, respectively. The payment of the cash dividends also resulted in the
issuance of an immaterial number of additional restricted share units to holders of restricted share units. Diluted weighted average
Class A common share amounts have been restated for all periods presented to reflect this issuance.
On September 25, 2006, Accenture Ltd declared a cash dividend of $0.35 per share on its Class A common shares for
shareholders of record at the close of business on October 13, 2006. Accenture Ltd will cause Accenture SCA to declare a cash
dividend of $0.35 per share on its Class I common shares for shareholders of record at the close of business on October 5, 2006.
Both dividends are payable on November 15, 2006.
14.
LEASE COMMITMENTS
The Company has operating leases, principally for office space, with various renewal options. Substantially all operating
leases are non−cancelable or cancelable only by the payment of penalties. Rental expense in agreements with rent holidays and
scheduled rent increases is recorded on a straight−line basis over the lease term. Rental expense including operating costs and
taxes and sublease income from third parties in fiscal 2006, 2005 and 2004 was as follows:
August 31,
Rental expense
Sublease income from third parties
F−45
2006
2005
2004
$ 413,722
$ 29,249
$ 371,554
$ 23,485
$ 287,559
$ 22,806
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
Future minimum rental commitments under non−cancelable operating leases as of August 31, 2006, were as follows:
Operating
Lease
Payments
2007
2008
2009
2010
2011
Thereafter
Operating
Sublease
Income
$
338,075
286,959
230,316
192,327
178,513
986,479
$
(18,657)
(28,589)
(30,444)
(29,051)
(30,208)
(143,037)
$
2,212,669
$
(279,986)
15.
COMMITMENTS AND CONTINGENCIES
Guarantees
As a result of its increase in ownership percentage of Accenture HR Services from 50 percent to 100 percent in February
2002, the Company may be required to make up to $177,500 of additional purchase price payments through September 30, 2008,
conditional on Accenture HR Services achieving certain levels of qualifying revenues. The remaining potential liability as of
August 31, 2006 was $158,622.
In February 2005, the Company signed an amendment to the Avanade Inc. stockholders agreement. As a result of the
amendment, there is no longer a fixed purchase price minimum or maximum payable by the Company for the Avanade Inc. shares
not already owned by the Company. The Company now has the right to purchase substantially all of the remaining outstanding
shares of Avanade Inc. not owned by the Company at fair value if certain events occur. The Company may also be required to
purchase substantially all of the remaining outstanding shares of Avanade Inc. at fair value if certain events occur.
The Company has various agreements in which it may be obligated to indemnify the other parties with respect to certain
matters. Generally, these indemnification provisions are included in contracts arising in the normal course of business under
which the Company customarily agrees to hold the indemnified party harmless against losses arising from a breach of
representations related to such matters as title to assets sold, licensed or certain intellectual property rights and other matters.
Payments by the Company under such indemnification clauses are generally conditioned on the other party making a claim. Such
claims are typically subject to challenge by the Company and to dispute resolution procedures specified in the particular contract.
Further, the Company’s obligations under these agreements may be limited in terms of time and/or amount and, in some instances,
The Company may have recourse against third parties for certain payments made by the Company. It is not possible to predict the
maximum potential amount of future payments under these indemnification agreements due to the conditional nature of the
Company’s obligations and the unique facts of each particular agreement. Historically, the Company has not made any payments
under these agreements that have been material individually or in the aggregate. As of August 31, 2006, management was not
F−46
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
aware of any obligations arising under indemnification agreements that would require material payments.
From time to time, the Company enters into contracts with clients whereby it has joint and several liability with other
participants and/or third parties providing related services and products to clients. Under these arrangements, the Company and
other parties may assume some responsibility to the client or a third party for the performance of others under the terms and
conditions of the contract with or for the benefit of the client or in relation to the performance of certain contractual obligations. In
some arrangements, the extent of the Company’s obligations for the performance of others is not expressly specified. As of
August 31, 2006, the Company estimates it had assumed an aggregate potential liability of approximately $1,367,997 to its clients
for the performance of others under arrangements described in this paragraph. These contracts typically provide recourse
provisions that would allow the Company to recover from the other parties all but approximately $143,717 if the Company is
obligated to make payments to the clients that are the consequence of a performance default by the other parties. To date, the
Company has not been required to make any payments under any of the contracts described in this paragraph.
The NHS Contracts
The Company previously entered into certain large, long−term contracts (the “NHS Contracts”) under which the Company
was engaged by the NHS to design, develop and deploy new patient administration, assessment and care systems (the “Systems”)
for local healthcare providers and, subsequently, to provide ongoing operational services (the “Operational Services”) once these
systems were deployed. During the second quarter of fiscal 2006, there were several developments that significantly increased the
risks and uncertainties associated with these contracts and materially impacted the estimates of the contract revenues and costs the
Company expected to record in connection with the NHS Contracts. To reflect its revised estimates with respect to design,
development and deployment, the Company recorded a $450,000 loss provision in the second quarter of fiscal 2006. On
September 28, 2006, the Company entered into a tripartite agreement (the “NHS Transfer Agreement”) with the NHS and
Computer Sciences Corporation (“CSC”), an unrelated third party, under which the Company agreed to transfer to CSC all of its
rights and obligations under the NHS Contracts, except those relating to the Picture Archiving Communication System. This
resulted in a $338,904 reduction in revenues before reimbursements in the fourth quarter of fiscal 2006, as the Company reversed
revenues before reimbursements related to its design, development and deployment activities previously recorded under the
percentage−of−completion method of accounting under the assumption that these amounts would be recovered from billings for
deployment of the Systems. The impact of the $338,904 reduction in revenues before reimbursements was offset by a decrease in
Cost of services, including a reversal of $395,759 of the loss provision recorded in the second quarter of fiscal 2006, partially
offset by impairment write downs on Operational Services assets totaling $56,855. In connection with the Operational Services,
the Company expects losses of approximately $125,000 during the first half of fiscal 2007 associated with the transition and
wind−down of work related to the NHS Transfer Agreement. The Company expects to complete the transfer during the second
quarter of fiscal 2007. The Company’s remaining obligations under the NHS Contracts are immaterial.
F−47
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
In addition to the transition and wind−down costs related to the Operational Services, during 2007 the Company will repay
approximately $120,000 to the NHS, representing the difference between the deployment and services billings that the Company
received under the NHS Contracts during their terms and the amounts the Company is entitled to retain by agreement under the
NHS Transfer Agreement. On October 4, 2006, the Company also remitted approximately $50,000 in settlement of liabilities in
connection with the NHS Transfer Agreement. These amounts are recorded in Other accrued liabilities in the Consolidated
Balance Sheet as of August 31, 2006.
Legal Contingencies
As of August 31, 2006, the Company or its present personnel had been named as a defendant in various litigation matters. All
of these are civil in nature. Based on the present status of these litigation matters, the management of the Company believes they
will not ultimately have a material effect on the results of operations, financial position or cash flows of the Company.
16.
SEGMENT REPORTING
Operating segments are defined by SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information”
(“SFAS No. 131”), as components of an enterprise about which separate financial information is available that is evaluated
regularly by the chief operating decision maker, or decision−making group, in deciding how to allocate resources and in assessing
performance.
The Company’s chief operating decision maker is its Chief Executive Officer. The Company’s operating segments are
managed separately because each operating segment represents a strategic business unit providing management consulting,
technology and outsourcing services to clients in different industries.
The Company’s reportable operating segments are the five operating groups, which are Communications & High Tech,
Financial Services, Government, Products and Resources. Information regarding the Company’s reportable operating segments
were as follows:
Year Ended August 31:
2006
Revenues before reimbursements
Depreciation(1)
Operating income
Assets at August 31(2)
Comm. &
High Tech
Financial
Services
$ 4,177,061
58,307
630,502
550,333
$ 3,558,147
57,437
387,786
86,733
$
$ 4,001,347
66,055
673,183
571,292
$ 3,408,166
61,121
499,647
81,849
$ 2,171,458
56,508
168,736
738,575
Government
2,221,121
60,421
83,416
528,415
Products
Resources
Other
Total
$ 4,010,698
47,350
399,853
357,364
$ 2,665,778
43,339
339,502
316,399
$ 13,586
—
—
21,239
$ 16,646,391
266,854
1,841,059
1,860,483
7,238
—
—
151,787
$ 15,547,029
282,073
2,111,238
2,294,740
2005
Revenues before reimbursements
Depreciation(1)
Operating income
Assets at August 31(2)
F−48
$ 3,569,975
56,725
413,188
435,515
$ 2,388,845
41,664
356,484
315,722
$
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
2004
Revenues before reimbursements
Depreciation(1)
Operating income
Assets at August 31(2)
$ 3,741,451
81,739
403,698
542,746
$ 2,770,990
66,813
353,904
114,207
$ 1,994,655
35,463
311,050
581,301
$ 2,978,892
56,112
414,501
354,003
$ 2,178,569
39,869
275,473
217,217
$
9,006
—
—
133,851
$ 13,673,563
279,996
1,758,626
1,943,325
(1) This amount includes depreciation on property and equipment controlled by each operating segment, as well as an allocation for depreciation on property and equipment they do not
directly control.
(2) Operating segment assets directly attributed to an operating segment and provided to the chief operating decision maker include Receivables from clients, current and non−current
Unbilled services and Deferred revenues.
The accounting policies of the operating segments are the same as those described in Footnote 1 (Summary of Significant
Accounting Policies).
Reorganization and restructuring benefits (costs) were allocated to the operating groups as follows:
Year Ended August 31,
Increase (Decrease) to Operating Income
2006
2005
2004
Communications & High Tech
Financial Services
Government
Products
Resources
$
12,609
11,864
4,618
10,523
8,352
$
21,274
20,643
13,335
21,019
12,986
$
(7,230)
(6,403)
(4,247)
(6,356)
(4,655)
Total
$
47,966
$
89,257
$
(28,891)
Revenues are attributed to geographic areas and countries based on where client services are supervised. Information
regarding the Company’s geographic areas and countries is as follows:
Year Ended August 31:
Americas
EMEA(1)
Asia Pacific
Total
$ 7,741,139
824,750
8,565,889
330,185
$ 7,643,712
637,152
8,280,864
247,944
$
1,261,540
120,073
1,381,613
149,563
$ 16,646,391
1,581,975
18,228,366
727,692
$ 6,729,626
732,493
7,462,119
267,757
$ 7,734,932
708,305
8,443,237
294,262
$
1,082,471
106,593
1,189,064
131,691
$ 15,547,029
1,547,391
17,094,420
693,710
$ 6,133,081
682,087
6,815,168
282,431
$ 6,572,011
627,368
7,199,379
253,323
$
968,471
130,564
1,099,035
108,192
$ 13,673,563
1,440,019
15,113,582
643,946
2006
Revenues before reimbursements
Reimbursements
Revenues
Long−lived assets at August 31
2005
Revenues before reimbursements
Reimbursements
Revenues
Long−lived assets at August 31
2004
Revenues before reimbursements
Reimbursements
Revenues
Long−lived assets at August 31
(1) EMEA includes Europe, Middle East and Africa.
F−49
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
The Company conducts business in the following countries that individually comprised more than 10% of consolidated
revenues before reimbursements within the last three years:
August 31,
2006
United States
United Kingdom
2005
39%
13
2004
37%
17
39%
16
The Company conducts business in the following countries that hold more than 10% of its total consolidated long−lived
assets, as follows:
August 31,
2006
United States
United Kingdom
India
2005
40%
13
11
2004
34%
20
10
37%
12
9
Revenues before reimbursements by major types of services are as follows:
Year Ended August 31,
2006
Consulting
Outsourcing
$
Revenues before reimbursements
Reimbursements
Revenues
9,892,128
6,754,263
2005
$
16,646,391
1,581,975
$
F−50
18,228,366
9,559,157
5,987,872
2004
$
15,547,029
1,547,391
$
17,094,420
8,589,645
5,083,918
13,673,563
1,440,019
$
15,113,582
ACCENTURE LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
17.
QUARTERLY DATA (unaudited)
First
Quarter
Year Ended August 31, 2006
Revenues before reimbursements
Reimbursements
Revenues
Operating income
Net income
Earnings per Class A common share:
— Basic
— Diluted
Weighted average Class A common shares:
— Basic
— Diluted
Common stock price per share:
— High
— Low
$
$
$
4,169,475
373,541
4,543,016
512,556
214,940
$
$
0.37
0.36
$
$
28.63
24.45
$
$
$
$
0.12
0.11
$
$
$
$
$
$
0.33
0.32
$
$
$
0.58
0.56
$
$
589,933,994
886,889,939
$
$
$
$
$
$
0.35
0.35
27.60
24.39
F−51
$
$
$
$
$
$
0.52
0.51
25.97
21.00
$
$
16,646,391
1,581,975
18,228,366
1,841,059
973,329
0.58
0.56
$
$
1.65
1.59
29.66
25.68
589,099,824
893,810,585
$
$
33.05
24.45
Annual
$
$
3,924,579
384,475
4,309,054
509,188
229,135
$
15,547,029
1,547,391
17,094,420
2,111,238
940,474
$
$
0.39
0.38
$
$
1.60
1.56
587,277,097
952,292,398
$
$
3,966,052
422,859
4,388,911
501,067
346,445
Fourth
Quarter
4,078,573
419,037
4,497,610
671,948
305,280
591,694,862
980,080,181
$
$
32.94
26.17
Annual
592,545,040
880,535,375
Third
Quarter
3,813,522
402,862
4,216,384
471,952
209,786
590,029,649
980,623,940
27.58
22.61
$
Second
Quarter
3,730,355
341,017
4,071,372
458,150
196,273
$
$
33.05
28.02
Fourth
Quarter
4,408,069
397,258
4,805,327
690,124
342,264
585,674,656
892,439,424
First
Quarter
$
Third
Quarter
4,102,795
388,317
4,491,112
137,312
69,680
586,267,569
913,640,289
Year Ended August 31, 2005
Revenues before reimbursements
Reimbursements
Revenues
Operating income
Net income
Earnings per Class A common share:
— Basic
— Diluted
Weighted average Class A common shares:
— Basic
— Diluted
Common stock price per share:
— High
— Low
Second
Quarter
584,088,816
931,041,385
$
$
25.70
22.20
588,505,335
960,853,814
$
$
27.60
21.00
Exhibit 10.13
Dear Mr.
,
It is agreed that:
A) you shall render your activity as an employee of our Company in the position of industrial manager, without prejudice — to all legal and contractual
effects — of your seniority in such position in the Company.
Your employment relationship is for an undetermined period of time and, for those matters not expressly agreed upon in individual agreements, and
provided that no other treatment applies, is ruled by the collective labour agreement for Italian industrial managers and is subject to Italian law.
Your duties in your position of Partner/Manager shall not be modified, without prejudice to the Company’s reorganization and variation rights.
*
B) As our Company is associated and makes reference to the economic enterprise of the Accenture Group, your activity may be utilized also in favour of
companies similarly associated to such Group or which may be associated in the future to it, also by way of your appointment in corporate bodies, such
possible appointment having been taken into account in determining your salary. Therefore, any possible compensation deriving from such appointments in
corporate bodies shall be repaid to the Company.
*
C) You shall render your services on an exclusive basis in favour of our Company and of its above mentioned associated companies.
Without prejudice of the obligations which are peculiar to such employment relationship, in addition to those specifically indicated in art. 2105 of Civil
Code, you shall not carry out and/or have, either directly or indirectly, even through third parties, any activity or interest,
including shareholding participation or other business interests, contrary to the interest of our Company and of its associated companies.
*
D) The seat of your activity shall remain not varied, and namely
.
Your duties and functions entail in any case the possible necessity of travelling, according to the Company’s requirements, in Italy and abroad.
*
E) You shall perform your activity without being bound to working time and you shall organize your activity in such a way as to ensure the effectiveness of
your direct responsibility as well as the regular enjoyment of daily and weekly rests.
*
F) You shall keep strictly confidential all news and information you become aware of for cause of your employment relationship, including all information
relating to subsidiaries, controlling and/or associated companies, both in the framework of the current provisions concerning fiduciary duties, pursuant to
art. 2105 of Civil Code, and confidentiality, pursuant to arts 622 and 623 of the Criminal Code (as modified and integrated to safeguard confidentiality in
data processing as per law no. 547/93), and as a consequence of specific covenant. It is understood and agreed that all programs and industrial and
commercial procedures of the Company and its associated companies, information concerning their business, methodological and technological procedures
(including software and systems utilized by them), training methods and material, in whatever form (data processing, papers, magnetic or others), as well as
all subjective or objective news relating to the Company’s business and/or its clients, even if procured by you, shall be included in this confidentiality
obligation.
2
You further undertake that, at the end of your relationship, for whatever reason, you will deliver to the Company all documents concerning the activity
carried out during your employment relationship, as well as any other document of whatever nature, also informatics or magnetic, at your disposal, however
connected with the business of the Company and its associated companies and that you will not make and keep any copy therof and deliver back to the
Company and its associated companies any asset owned by any of the foregoing.
*
G) You shall respect the Company’s internal policies. Existing benefits and policies shall remain in place including policies determined by Accenture Group
as far as they are compatible with Italian laws, without any prejudice to the Company’s right to vary and substitute and revoke them.
*
H) In consideration of your entire activity and of any obligation it is agreed that, effective as of December 1 st 2003, you will receive:
1) a fixed annual gross salary equal to Euro
. Such amount shall be paid to you according to the items of the salary table for industrial
managers and in thirteen (13) monthly instalments;
2)
a contingent annual variable salary according to company and group modalities which will be determined from time to time and communicated to
you separately. The variable salary will consist of:
(a) a performance bonus conditioned upon your individual performance to be evaluated according to the current evaluation model of the company,
that will be paid in 12 monthly instalments until your are employed by the Company and which will be subsequently communicated to you;
(b) a variable bonus conditioned upon certain targets of the Accenture Group and budget results (Management Plan) being reached, such targets and
results will be communicated to you separately.
3
With reference to the preceding provision 2(b), in the event of termination of the employment relationship (for any reason whatsoever), you will be paid the
bonus set aside until the quarterly preceding such a termination.
Possible additional premiums and incentives may be provided for at the Group level on the basis of your individual performance.
Stock option plans shall be provided for and subject to regulatory approval. The terms and conditions of such plans may be amended by the company at its
discretion.
*
I) The level of the above salary has been determined taking into account the contents and particular characteristics of the employment relationship. It is
personal and on a “most profitable” basis, every cumulative compensations being expressly excluded.
*
L) You will have also the right to participate to the integrative pension Fund Prometheia, substituting the Previndai contractual fund.
*
M) Any inventions concerning products as well as technical means of production, process methods or techniques, even of software development, you may
develop during the term of your employment relationship shall be included in the scope of your duties. All rights on such inventions and on their
economical and commercial exploitation shall be to the benefit of the Company, without prejudice to your right of being recognized as being the author of
same.
All the above has been taken into account in the determination of your salary.
You undertake, in addition to and as an integration of your obligations described under point F) above, not to disclose any data, and to maintain strictly
confidential all information concerning such inventions and processes and processing methods used by the Company.
4
*
N) Upon termination of the employment relationship due to withdrawal of any of the parties, in whatever form and for any reason whatsoever, you shall not,
for a period of 18 months carry out, directly or indirectly, any entrepreneurial activity, nor will you render your services as an employee, consultant, agent
or in whatever other form, also by means of occasional or permanent shareholding, with or without subordination and with or without payment of any
consideration, together with or in favour of individuals, companies, enterprises, associations or, in general, any entity carrying out consulting, production
and/or commercial activities in competition with the activity carried out by our Company and its associated companies to which you shall have posted to
render your activity or in favour of which you shall have carried out any duty; or companies carrying out activities which are auxiliary to the above
mentioned activities by organization, consulting or advertising bodies. The following activities shall be considered in competition:
planning, production and realization, startup, maintenance and management, of the core and application information computer systems, in the framework of
the layout structure of industrial, administrative, commercial and operating processes in general, of human resources development organisation, strategies
and information technology and consulting services, in favour of companies of any kind, industrial, banking, insurance and financial groups, private or
public institutions.
Moreover, data processing, accounting services and administration service management, such as, by way of exemplification, development, management and
maintenance, filing and storage of documents and data banks, in favour of third parties, including government institutions.
Other support services as well as non financial lease of software, electronic and telecommunication equipment in addition to the supply information
consulting services.
Such non competition obligations shall be limited to the following territories of the Italian Republic: Piemonte, Lombardia, Veneto, Emilia Romagna,
Toscana, Lazio, Campania, Sardegna.
5
Such non competition obligations shall be limited to the Companies listed in the relevant Annex A attached hereto, by way of illustration.
The non competition obligations provided for herein, shall include the obligation not to solicit clients of the Company and of Accenture Group.
In consideration of this non competition obligation you shall be paid a gross annual amount equal to 20% of compensation paid to you during the
previous 12 months as determined in preceding point H n. 1 and 2, to be referred to 18 months, and therefore equal to 30% of your last yearly salary. Such
amount shall be paid, pro−rata, at the end of each six−month period of duration of this non competition covenant.
In order to allow control on the fulfilment of such obligation by you, you shall notify to the Company, by registered mail, the kind of activity you are
carrying out in the period of duration of this non competition obligation, as well as any modification of same.
In case of any breach by you of this non competition covenant, you shall be bound to repay the relevant consideration and any portion thereof already
received, and to pay, as a penalty, a sum equal to three times the entire amount of the consideration, without prejudice to any for further damages.
Our Company shall be entitled to withdraw from this non−competition agreement at any time during the employment relationship.
*
O) You further expressly undertake, for a period of 18 months after the termination, for whatever reason, of your employment relationship, not to contact
and solicit, directly or through third parties, and/or on behalf of any third parties, any employees of the Company or of its associated companies, to the
purpose of inducing them to breach their obligations deriving from their employment, or to the purpose of inducing them to terminate their employment
relationships with the Company or companies associated to it.
*
6
Please return to us the attached copy of this letter signed by you for acceptance of same, and the specific acceptance of clauses (B) compensation, (C) no
participation to third parties activities, (G) benefits and policies, (I) nature of the salary, (N−O) non competition covenant.
7
ADDENDUM
Date:
Object: Addendum to the contract dated Novembre 21st, 2003: consensual alteration
Following to your nomination to Senior Executive, effective from September 1st, 2005, the contract in object has been modified as follows:
In particular:
1. Point A) the third paragraph has been entirely replaced with the following paragraph:
“Your duties in your position of Senior Executive/Dirigente, shall not be modified without prejudice to the Company’s reorganization and variation
rights
2.
Point H) 2b) the last paragraph has been entirely replaced with the following paragraph:
With reference to the provision mentioned in the H) 2b) section, in the event of termination of the employment relationship (for any reason
whatsoever) you will be paid the bonus only if you are employed on the last day of the related Fiscal Year (FY) and proportionately to your effective
working attendance during that FY.
st
3. With the only exception of the two previous points the rest of the contract dated November 21 , 2003 is unchanged
If you agree with all the above, please return to us a copy of this letter signed by you for acceptance
For acceptance
Exhibit 10.14
EMPLOYMENT CONTRACT
The undersigned:
The Accenture partnership, having its registered office and principal place of business in Amsterdam (1077 BG) at 150 Apollolaan, hereinafter referred to
as: ‘the employer’;
and
;
hereinafter referred to as: ‘the employee’;
WHEREAS
(a) this employment contract is to be concluded within the framework of the (worldwide) restructuring of Accenture and its affiliated enterprises, including
the employer;
(b) the employer will, until the transfer of shares referred to below, be a partner in the Accenture partnership via its operating company of which it
(indirectly) holds all shares;
(c) the relationships between the individual partners in the Accenture partnership were controlled by a Partnership Agreement, including, among other
things, provisions relating to the termination and financial settlement of the relationship between the parties, and relating to non−competition;
(d) within the framework of the aforementioned restructuring, the legal form of the Accenture partnership will be converted into a new private company
with limited liability named Accenture BV., still to be founded. For this latter purpose all individual partners will, on or around May 15, transfer their shares
in their operating companies, which currently collectively constitute the Accenture partnership, or have such shares transferred, to Accenture Ltd., an entity
in accordance with Bermuda law, in exchange for shares in Accenture Ltd. By means of a legal merger between the operating companies and Accenture
B.V. the Accenture partnership will cease to exist on or around September 1, 2001 and its activities will be continued in Accenture B.V.;
(e) the Dutch individual partners in the Accenture partnership will, from the moment of transfer of their shares in the operating
companies to Accenture Ltd., conclude an employment contract with the Accenture partnership;
(f) the parties aim to maintain, as much as possible within the framework of Dutch labor law, the character of the partnership relationship that
(indirectly) existed between them;
(g) the rights and duties arising from the employment contract for the employer and/or its legal successors and for the Employee are set out below;
STATE THAT THEY HAVE AGREED THE FOLLOWING:
Article 1 Commencement, duration and termination
1. The employment contract will take effect on May 15, 2001 and will be concluded for an indefinite period of time. Employee will, from June 1, 2001, be
entitled to a salary as referred to in Article 3 of this contract.
2. This employment contract may be terminated by either party in writing at the end of each calendar month. The employee will observe a notice period of
two months unless the employer agrees in writing to a shorter notice period. With regard to termination, the employer will observe a notice period of four
months.
3. The employment contract between the employer and the employee will in any case terminate by operation of law, without notification being required, at
the end of the month in which the employee attains the age of sixty−two.
Article 2 Position and duties
1. The employee will be employed by the employer in the position of partner.
2. The employee will work for the employer to the best of his ability and to his full capacity.
3. The employee will carry out tasks other than those that comprise the employee’s usual work if such tasks, in view of the employee’s position and duties
within the employer’s organization, can reasonably be demanded from the employee.
4. For the duration of the period of employment, the employee will not carry out other paid work or work by gratuitous title without the
employer’s prior approval in writing, nor establish, operate or jointly operate an enterprise or have an enterprise operated in any form of competition with
the employer’s company, or have an interest, whether direct, indirect, or in any form whatsoever, in such an enterprise or work for such an enterprise,
whether for payment or otherwise.
5. For each violation of the prohibition referred to in paragraph 4, the employee will forfeit an immediately payable penalty of NLG 4,000 for each day or
part of a day during which the violation vis−à−vis the employer continues, without prejudice to the employer’s entitlement to claim compensation in lieu of
the penalty sum.
Article 3 Salary
1. The employee’s gross annual salary will be determined, paid and based on the worldwide Partner Policies as these policies apply, or will apply, to the
employee currently in the future. Details of these Partner Policies are known to the employee via the Partner Policies Database. As a result of the salary
system utilized, the salary may fluctuate from year to year.
2. A vacation bonus and any other emoluments will be included in the gross annual salary, unless expressly agreed otherwise in this contract.
Article 4 Working hours and place of work
1. The normal working week runs from Monday through Friday. Normal working hours amount to 40 hours per week.
2. The employee will carry out work outside company working hours and normal working hours without the employer owing any additional payment, if the
employee’s duties and position reasonably require such work.
3. The employee will perform his duties at a location indicated by the employer. The employer will be entitled to change locations. Depending on the
employee’s position, a situation may occur in which the employee, in spite of a fixed work location, may have to carry out work primarily at a different
location as indicated by the employer.
Article 5 Car
The employer will provide the employee with a leased car for the execution of his duties. Such will take place in accordance with the terms set out in the
leased car regulations as laid down in the employer’s terms and conditions of employment . At the commencement of this contract the car allowance will
amount to NLG 3,500 per month.
Article 6 Pension and insurance
1. The employee is excluded from participation in pension plans A or B and all other associated schemes (including the supplementary disability allowance
and the Surviving Dependant’s Insurance) relating to the collective pension insurance policy concluded by the employer with AMEV Levensverzekering
N.V.
Article 7 Vacation
1. The employee will be entitled to 25 days’ vacation per year, or a proportion thereof if the employment contract ends during the course of a year.
2. The employer may assign 1 (one) of the vacation days as a mandatory day off.
Article 8 Sickness and incapacity for work
1. In the event of sickness, the employee will strictly observe the regulations concerning the reporting of sickness and recovery as set out in the employer’s
terms and conditions of employment.
2. Non−compliance with the sickness regulations as referred to in the employer’s terms and conditions of employment will entitle the employer to suspend
its obligation concerning sick leave on full pay until the point in time that the employee complies with the aforementioned regulations.
3. If the employee fails to comply with any of the inspection regulations, the employee will forfeit a penalty of NLG 500. The aforementioned penalty will
be without prejudice to the employer’s entitlement to suspend its obligation concerning sick leave on full pay, as referred to in Article 8, paragraph 2.
4. The employee is forbidden from becoming deliberately sick. If the employee, in violation of the aforementioned prohibition, has caused
his sickness deliberately, the employer will be entitled to withhold payment of salary.
5. If incapacity for work is caused through the actions of an accountable third party, the employee will cooperate fully including with regard to the
submission to the Working Conditions Service or the Company Medical Officer of any medical data required to enable Employer to exercise in full its right
of recourse.
Article 9 Confidentiality
1. Both during and after termination of the employment contract, the employee is not permitted, in any way or form, directly or indirectly, whether for his
own benefit of that of third parties, to make known or reveal any particulars concerning or related to the employer’s business or an associated company, or
their clients, principals or any other business contacts without the employer’s prior permission in writing, in relation to which particulars the employee
could or should reasonably understand are not intended to be made known to third parties, regardless of the manner in which such particulars came to the
employee’s knowledge, except in so far as such is required for the execution of employee’s duties.
2. For each violation of the duty of confidentiality as referred to in paragraph 1, the employee will forfeit to the employer a penalty of NLG 20,000. Such
forfeiture will be without prejudice to the employer’s entitlement to claim compensation in lieu of the penalty. Furthermore, any violation of the duty of
confidentiality for the duration of the employment contract may constitute a compelling reason for instant dismissal.
Article 10 Non−competition
1. For a period of 18 (eighteen) months after termination of this employment contract, the employee will not, whether directly or indirectly, in whatever
form, operate or jointly operate an enterprise or have an enterprise operated which is similar or related to the employer’s company or an associated
company, or be directly or indirectly involved with such an enterprise, independently or as an employee, whether for payment or otherwise. The term
‘enterprise similar or related to the employer’s company or an associated company’ as referred to in the previous sentence will be taken to include, among
other things , the companies listed in Appendix A to this contract, which list will be periodically adjusted .
2. For a period of 18 (eighteen) months after the termination of this employment contract, the employee will not, without the employer’s prior permission in
writing, work for or on behalf of those of the employer’s clients or principals or an associated company, for which, or on behalf of which, the employee has
worked when in the employment of the employer or of an associated company at any time or to any extent, in any form, directly or indirectly, whether for
payment or otherwise. The clients and principals referred to in the previous sentence will include any potential clients or principals to whom offers were
submitted 18 (eighteen) months prior to the termination of the employment contract.
3. For the duration of this contract and for a period of 18 (eighteen) months after the termination of this contract, the employee will not, without the
employer’s prior permission in writing, approach the employer’s clients or principals or any company associated with the employer, for which the employee
worked at any time or to any extent, directly or indirectly in the employee’s own interest or in the interest of third parties, in order to induce the
aforementioned parties to terminate their relationship with the employer or any company associated with the employer. The employee will in general refrain
from any activities which might have a negative effect on the relationship between the employer or any company associated with the employer.
4. For the duration of this contract and for a period of 18 (eighteen) months after its termination, the employee will not, without the employer’s prior
permission in writing, induce employees of the employer or a company associated with the employer to terminate their employment contract with the
employer or with any company associated with the employer, or induce such parties to fail in the fulfillment of their contractual employment obligations
vis−à−vis the employer or any company associated with the employer, or their clients or principals.
5. In the event of a violation of the provisions in paragraphs 1, 2, 3 or 4, the employee will, without any notification of default or judicial intervention being
required, forfeit an immediately payable penalty of NLG 2,000 for each violation, to be increased by NLG 4,000 for each day, or part of a day, during which
the violation continues, without prejudice to the employer’s entitlement to claim compliance or to claim full compensation for the damage or loss in lieu of
the penalty.
Article 11 Intellectual property
1. The employee will transfer to the employer, that hereby accepts such a transfer, all intellectual property rights, both according to Dutch and to foreign
law, relating to everything created by the employer completely or partly prior to the conclusion of this contract within the framework of, or arising from the
employee’s work for the employer. The employer will be entirely free in its decision to apply or not to apply for protection of the rights to which it is
entitled.
2. All rights to intellectual property, both according to Dutch and to foreign law, relating to everything created completely or partly by the employee for the
duration of this contract within the framework of, or arising from, this contract will accrue to the employer. In so far as intellectual property rights exist
which do not accrue to the employer, the employee will, in so far as possible, hereby transfer such rights in advance to the employer, that hereby accepts
such a transfer. The employer will be entirely free in its decision whether to apply for the protection of the rights to which it is entitled.
3. All rights to domain names registered during the period of this contract within the framework of, or arising from, this contract, will accrue to the
employer. In so far as the employee registers or has registered any domain names in the employee’s own name within the framework of, or arising from, this
contract or the employee’s work for the employer, such domain names will, at the employer’s request, be transferred forthwith to the employer.
4. The employee hereby surrenders any moral rights relating to the rights referred to in paragraphs 1, 2 and 3, in so far as such a surrender is permitted by
law.
5. The employee will, for the duration of this contract and after its termination, grant full cooperation as regards the effectuation of a transfer of rights as
referred to in paragraphs 1, 2 and 3, with a view to enabling the employer to register such rights in the employer’s name and to exercise such rights
vis−à−vis third parties. The employee hereby grants the employer irrevocable power of attorney to execute the relevant activities in the employer’s name.
The costs of the employee’s cooperation will be paid for by the employer.
6. The employee will have no claim to the ‘Accenture’ trade name or (service) mark, or any name of (service) mark derived from it or connected to it. After
termination of this contract, the employee will
not in any way use the ‘Accenture’ name or (service) mark or any name or (service) mark derived from it or connected to it.
7. For the duration of this contract and after its termination, the employee will, in so far as permitted by law, not be entitled to any payment in connection
with, or on the basis of, this article.
Article 12 Return of property
1. All items of property with which the employee was provided by the employer in the execution of his duties including, but not limited to, materials,
documents, know−how and information, copied in whatever form, information carriers and the like, including business plans, practice methodologies and
technologies (including computer software), training materials, personal information, client files, confidential client information, internal publications,
articles and keys, will be and remain the employer’s property.
2. Upon termination of this employment contract, the employee is obliged to return all items as referred to in paragraph 1 no later than on the final day of
employment or at the employer’s request, without retaining copies thereof.
3. The employee may not retain any information as meant in paragraph 1 that is stored in a computer system belonging to the employee or is recorded in any
other form and that the employee is not obliged to relinquish or return to the employer pursuant to paragraph 2 for longer than is necessary for the
fulfillment of the employee’s duties, and must in all cases destroy that information without delay if the employer so requests or at the employee’s own
initiative if this contract is terminated.
4. Any failure on the employee’s part to return the items of property as meant in paragraph 1 will result in the forfeiture of a penalty of NLG 500, payable to
the employer immediately upon demand, for each day that the employee remains in default after having been warned to return the items. This forfeiture
does not impair the employer’s possibilities to claim compensation for damages instead of the penalty.
Article 13 Penalties
With regard to the penalty clauses set out in Article 2 paragraph 5, Article 8 paragraph 3, Article 9 paragraph 2, Article 10 paragraph 5 and Article 12
paragraph 4 of this employment contract, the employer
and the employee expressly state, by signing this employment contract, that, with reference to Article 7:650 paragraph 6 of the Dutch Civil Code, the
penalties referred to in Articles 2, 8, 9, 10 and 12 will accrue to the employer. The provision in Article 7:650 paragraphs 3 to 5 of the Dutch Civil Code will
consequently remain non−applicable.
Article 14 Worldwide Partner Policies
1. The worldwide Partner Policies that currently apply or will apply in the future to the employee, and which are known to the employee via the Partner
Policies Database, will apply to this employment contract unless such policies are in violation of the provisions of Dutch mandatory law.
2. The employer’s terms and conditions of employment will expressly be excluded from this employment contract, with the exception of those provisions
which fall within the scope of employer’s power to instruct, or if expressly agreed otherwise in this contract.
Article 15 Partner Policies concerning termination
1. The parties will aim and strive to create a situation in which, after the termination of this contract, all activities will be executed in accordance with the
worldwide Partner Policies as these are currently in effect, or will be in effect in the future, and as are known to the employee via the Partner Policies
Database.
2. The parties state in advance by express agreement that it is reasonable and fair, with a view to the nature of this contract and the framework in which it is
concluded, that the financial settlement be restricted to a settlement based on the worldwide Partner Policies as these currently apply or will apply in the
future to the employee, and as are known to the employee via the Partner Policies Database, and that the employee will have no other claims vis−à−vis the
employer relating to the completion of this contract.
Article 16 Data Privacy
1. The employee hereby confirms he has read the Accenture Privacy Policy (hereinafter referred to as ‘the policy’). The employee grants permission for his
personal data to be processed in accordance with this policy.
2. The employee grants permission
(a) for his personal data to be processed for the purposes as defined in the policy; and
(b) for the employee’s personal data, as kept by Accenture, to be transferred to other employees
and offices of Accenture’s worldwide organization or to third parties, if such transfer is required
by Accenture’s organization or by mandatory law.
3. During his career, the employee will treat all personal data to which he has access in accordance with the policy or any other Accenture procedures and
arrangements that may apply. The employee will use such personal data for no purpose other than in relation to, and as required for, his work for Accenture.
Article 17 Applicable law
This contract is subject to Dutch law.
Article 18 Arbitration
Any disputes relating to, or arising from, this contract or any other agreements that might arise from this contract, will be settled exclusively on the basis of
arbitration by arbiters in New York, in accordance with the Rules of Arbitration of the International Chamber of Commerce.
Article 19 Other stipulations
1. Changes to this contract will only have effect if the contents are stated in writing and signed by both parties.
2. References expressed in this contract through the masculine pronouns ‘he/him/his’ will be interpreted as including the corresponding feminine pronouns
‘she/her’.
Thus agreed upon and drawn up in duplicate at Amsterdam on May 1, 2001.
Accenture
APPENDIX A
Exhibit 21.1
Subsidiaries of the Registrant
Certain subsidiaries of the Registrant and their subsidiaries are listed below. The names of certain subsidiaries, which considered in the aggregate would
not constitute a significant subsidiary, have been omitted.
Name
Sistemes Consulting S.A
Accenture SRL
Accenture Technology Solutions Pty Ltd
Accenture Australia Holdings Pty Ltd
Accenture HR Services (Australia) Ltd
Diversiti Pty Ltd
Avanade Australia Pty Ltd
Navitaire Australia Pty Ltd
Accenture GmbH
Accenture S.A.\N.V.
Accenture Technology Solutions NV/ SA
Accenture Technology Ventures S.P.R.L
Avanade Belgium S.P.R.L
Partners Security Ltd
Accenture Australia Ltd
Accenture Australia(1) Ltd
Accenture Australia(2) Ltd
Accenture Australia(3) Ltd
Blue Insurance Ltd
ENMAX Technology Bolivia S.A.
Accenture (Botswana) (PTY) Ltd
Accenture do Brasil Ltda
Accenture Technology Solutions Ltda
Avanade do Brasil Ltda
Accenture Serviços de Suporte de Negócios Ltda
Accenture Canada Holdings Inc.
1021904 Ontario Limited
Accenture Inc
Accenture Technology Solutions — Canada, Inc.
Also known as Solutions technologiques Accenture — Canada, Inc.
Accenture Business Services of British Columbia Limited Partnership
Accenture Business Services for Utilities Inc
Accenture Business Services General Partner Inc.
Accenture Nova Scotia Unlimited Liability Co.
Avanade Canada Inc.
Navitaire Canada Corporation
Accenture Chile Asesorias y Servicios Ltda
Country of Organization
Andorra
Argentina
Australia
Australia
Australia
Australia
Australia
Australia
Austria
Belgium
Belgium
Belgium
Belgium
Bermuda
Bermuda
Bermuda
Bermuda
Bermuda
Bermuda
Bolivia
Botswana
Brazil
Brazil
Brazil
Brazil
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Canada
Chile
Name
Accenture (Shanghai) Co Ltd
Accenture Technology Solutions (Dalian) Co Ltd
Guangzhou Bao Zhe Information Consulting Co Ltd
Accenture Ltda
Accenture Services s.r.o
Accenture Technology Solutions s.r.o
Accenture Denmark I/ S
Accenture Australia Holdings ApS
Accenture Technology Solutions A/ S
Avanade Denmark ApS
Accenture Denmark II ApS
ENMAX Technology Ecuador SA
Accenture Egypt LLC
Accenture Oy
Accenture Technology Solutions Oy
Accenture Services Oy
Avanade Finland Oy
Accenture SAS
Accenture Technology Solutions SAS
InVita SAS
Avanade France SAS
S.A.V. (Solution pour L’Assurance Vie) SAS
Accenture Holdings SAS
Accenture Services SAS
Accenture GmbH
Accenture Management GmbH
Accenture Holding GmbH & Co. KG
Accenture Dienstleistungen GmbH
Accenture Industry Services GmbH
Accenture Services GmbH
Accenture Technology Solutions GmbH
Accenture Services für Kreditinstitute GmbH
Accenture Services für Human Resources GmbH
Avanade Deutschland GmbH
ATV eMillenuim Beteiligung GmbH
Accenture Finance (Gibraltar) Ltd
Accenture Finance (Gibraltar) II Ltd
Accenture Finance (Gibraltar) III Ltd
Accenture Minority III Ltd
Accenture Minority IV Ltd
Accenture Minority V Ltd
Accenture Technology Ventures (Gibraltar) Ltd
Accenture PLC
Accenture Symvouleftiki S.A.
Country of Organization
China
China
China
Colombia
Czech Republic
Czech Republic
Denmark
Denmark
Denmark
Denmark
Denmark
Ecuador
Egypt
Finland
Finland
Finland
Finland
France
France
France
France
France
France
France
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Germany
Gibraltar
Gibraltar
Gibraltar
Gibraltar
Gibraltar
Gibraltar
Gibraltar
Gibraltar
Greece
Name
Accenture BPM S.A.
Accenture Co Ltd
Accenture Technology Solutions (HK) Co. Ltd.
Avanade Hong Kong Ltd
Accenture Tanacsado Korlatolt Felelossegu Tarsasag KFT
(Also known as Accenture KFT)
Accenture India Private Ltd
Accenture Services Private Ltd
Avanade India Consulting Private Ltd
P.T. Accenture
Accenture
Accenture European Service Center Ltd
Accenture Technology Solutions
Accenture IOM 1 Company Limited
Accenture IOM 2 Company Limited
Accenture Ltd
Accenture SpA
Accenture Technology Solutions SRL
Accenture Outsourcing SRL
Accenture Insurance Services SpA
Arthis SpA
Accenture Insurance Services and Systems SpA
Accenture HR Services SpA/ TESS SpA
Avanade Italy SRL
Accenture Japan Ltd
Accenture Technology Solutions Japan KK
Proquire KK
Avanade Japan KK
Accenture S.A.
Accenture S.C.A.
Accenture International Sarl
Accenture Minority III Norway 1 S.C.A.
Accenture Minority III Norway 2 S.C.A.
Accenture International Capital SCA
Accenture Sdn. Bhd
Accenture Technology Solutions Sdn. Bhd
Accenture Solutions Sdn Bhd
Avanade Malaysia Sdn Bhd
Accenture Mauritius Ltd
Accenture (Mauritius) Onshore Ltd
Beaumont Development Centre Holding Ltd
Accenture S.C
Accenture BPO, S.A. de C.V.
Accenture Technology Solutions S.C
Country of Organization
Greece
Hong Kong
Hong Kong
Hong Kong
Hungary
India
India
India
Indonesia
Ireland
Ireland
Ireland
Isle of Man
Isle of Man
Israel
Italy
Italy
Italy
Italy
Italy
Italy
Italy
Italy
Japan
Japan
Japan
Japan
Luxembourg
Luxembourg
Luxembourg
Luxembourg
Luxembourg
Luxembourg
Malaysia
Malaysia
Malaysia
Malaysia
Mauritius
Mauritius
Mauritius
Mexico
Mexico
Mexico
Name
Accenture Service Centre Morocco SA
Accenture Holdings B.V
Accenture Branch Holdings B.V
Accenture Services B.V
Accenture Finance B.V
Accenture Properties(2) B.V
Echitaa Properties B.V
Accenture India Holdings B.V
Accenture Middle East B.V
Accenture Central Europe B.V
Accenture Greece B.V
Accenture Australia Holding B.V
Accenture Korea BV
Accenture Technology Ventures B.V
Accenture Participations B.V
Accenture Minority I B.V
Accenture B.V
Accenture Technology Solutions B.V
Accenture Insurance Services BV
Avanade Netherlands BV
Partners Technology Mexico Holdings BV
Accenture Business Services BV
Accenture NZ Limited
Accenture Ltd
Accenture A.N.S
Avanade Norway AS
Accenture Inc
Accenture Healthcare Processing Inc.
Accenture Sp. z.o.o
Accenture Services Sp. z.o.o
Accenture Consultores de Gestao S.A.
Coritel Solucoes Informaticas Integradas S.A.
Accenture Services S.r.l
Accenture OOO
Accenture Pte Ltd
Accenture Technology Solutions Pte Ltd
Avanade Asia Pte Ltd
Accenture s.r.o
Accenture Services s.r.o
Accenture Technology Solutions — Slovakia s.r.o
Accenture (South Africa) Pty Ltd
Accenture Services (South Africa) Pty Ltd
Accenture Technology Solutions Pty Ltd
Accenture Africa Ltd
Country of Organization
Morocco
Netherlands
Netherlands
Netherlands
Netherlands
Netherlands
Netherlands
Netherlands
Netherlands
Netherlands
Netherlands
Netherlands
Netherlands
Netherlands
Netherlands
Netherlands
Netherlands
Netherlands
Netherlands
Netherlands
Netherlands
Netherlands
New Zealand
Nigeria
Norway
Norway
Philippines
Philippines
Poland
Poland
Portugal
Portugal
Romania
Russia
Singapore
Singapore
Singapore
Slovak Republic
Slovak Republic
Slovak Republic
South Africa
South Africa
South Africa
South Africa
Name
Accenture Technology Infrastructure Services Pty Ltd
Accenture Yuhan Hoesa, also known as Accenture Ltd
Accenture Technology Solutions Ltd
Accenture S.L
Accenture (Iberia) Holdings SL
Coritel S.A.
Integration Services S.A.
Alnova Technologies Corporation S.A.
Business Process Management S.A.
Accenture Formacion Sociedad Civil
Avanade Spain SL
CustomerWorks Europe SL
Energuiaweb SL
Netpersonas SL
Accenture AB
Accenture Services AB
Accenture Technology Solutions AB
Avanade Sweden AB
Accenture AG
Accenture Technology Solutions AG
Accenture Holding GmbH
Accenture Global Services GmbH
Accenture Finance GmbH
Accenture Finance II GmbH
Accenture Services GmhH
CPGmarket.com S.A.
Avanade Schweitz GmbH
Accenture Co Ltd
Accenture Solutions Co Ltd
Accenture Co Ltd.
Accenture Technologies Co Ltd
Accenture Technology Solutions (Thailand) Ltd
Avanade (Thailand) Co Ltd
Accenture Danismanlik Limited Sirketi
Accenture BPM is Yonetimi Limited Sirketi
Accenture Ukraine LLC
Accenture (UK) Ltd
Avanade UK Ltd
Avanade Europe Holdings Ltd
Avanade Europe Services Ltd
Imagine Broadband Ltd
The Accenture Group
Accenture Services Ltd
Accenture Technology Solutions Ltd
Country of Organization
South Africa
South Korea
South Korea
Spain
Spain
Spain
Spain
Spain
Spain
Spain
Spain
Spain
Spain
Spain
Sweden
Sweden
Sweden
Sweden
Switzerland
Switzerland
Switzerland
Switzerland
Switzerland
Switzerland
Switzerland
Switzerland
Switzerland
Taiwan
Thailand
Thailand
Thailand
Thailand
Thailand
Turkey
Turkey
Ukraine
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
Name
Accenture HR Services Inc.
Accenture Development Partnerships
Navitaire (UK) Ltd
Media Audits Ltd
Accenture LLP
Accenture Inc
Accenture LLC
Accenture Capital Inc.
Accenture Sub Inc.
Accenture Financial Corporation
Avanade Inc
Avanade International Corporation
Avanade Holdings LLC
Digital Asset Management Co.
Maple Insurance Inc
Navitaire Inc
Navitaire International Inc
Proquire LLC
Accenture National Security Services LLC
Accenture Relocation Services LLC
Accenture HR Services Inc
Accenture Technology Solutions Inc.
Accenture BPO Services LLC
Accenture Indiana LLC
Media Audits North America
Accenture C.A.
Country of Organization
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United States
United States
United States
United States
United States
United States
United States
United States
United States
United States
United States
United States
United States
United States
United States
United States
United States
United States
United States
United States
United States
Venezuela
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Accenture Ltd:
We consent to the incorporation by reference in the registration statements (Nos. 333−127248, 333−112854 and 333−104628) on Form S−3 and
(No. 333−65376) on Form S−8 of Accenture Ltd of our reports dated October 18, 2006, with respect to the consolidated balance sheets of Accenture Ltd as
of August 31, 2006 and 2005, and the related consolidated statements of income, shareholders’ equity and comprehensive income, and cash flows for each
of the years in the three−year period ended August 31, 2006, management’s assessment of the effectiveness of internal control over financial reporting as of
August 31, 2006 and the effectiveness of internal control over financial reporting as of August 31, 2006, which reports appear in the August 31, 2006 annual
report on Form 10−K of Accenture Ltd.
Our report states that the Company, as of September 1, 2005, changed its method of accounting for share−based compensation awards.
/s/ KPMG LLP
Chicago, Illinois
October 18, 2006
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders
Accenture Ltd:
We consent to the incorporation by reference in the registration statements (Nos. 333−127248, 333−112854 and 333−104628) on Form S−3 and
(No. 333−65376) on Form S−8 of Accenture Ltd of our report dated October 18, 2006 relating to the statements of financial condition of the Accenture Ltd
2001 Employee Share Purchase Plan as of August 31, 2006 and 2005, and the related statements of operations and changes in plan equity for each of the
years in the three−year period ended August 31, 2006, which report appears in the August 31, 2006 annual report on Form 10−K of Accenture Ltd.
/s/ KPMG LLP
Chicago, Illinois
October 18, 2006
Exhibit 31.1
CHIEF EXECUTIVE OFFICER CERTIFICATION
I, William D. Green, Chief Executive Officer of Accenture Ltd (the “Registrant”), certify that:
1. I have reviewed this Annual Report on Form 10−K of the Registrant for the fiscal year ended August 31, 2006 (this “Annual Report”) as filed with the
Securities and Exchange Commission on the date hereof;
2. Based on my knowledge, this Annual 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 Annual
Report;
3. Based on my knowledge, the financial statements, and other financial information included in this Annual 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 Annual 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 Annual 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 Annual Report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Annual Report based on such evaluation; and
d) Disclosed in this Annual Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s
fourth fiscal quarter 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/ William D. Green
William D. Green
Chief Executive Officer of Accenture Ltd
(principal executive officer)
Dated: October 18, 2006
Exhibit 31.2
CHIEF FINANCIAL OFFICER CERTIFICATION
I, Michael G. McGrath, Chief Financial Officer of Accenture Ltd (the “Registrant”), certify that:
1. I have reviewed this Annual Report on Form 10−K of the Registrant for the fiscal year ended August 31, 2006 (this “Annual Report”) as filed with the
Securities and Exchange Commission on the date hereof;
2. Based on my knowledge, this Annual 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 Annual
Report;
3. Based on my knowledge, the financial statements, and other financial information included in this Annual 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 Annual 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 Annual 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 Annual Report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Annual Report based on such evaluation; and
d) Disclosed in this Annual Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s
fourth fiscal quarter 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/ Michael G. McGrath
Michael G. McGrath
Chief Financial Officer of Accenture Ltd
(principal financial officer)
Dated: October 18, 2006
Exhibit 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
In connection with the Annual Report of Accenture Ltd (the “Company”) on Form 10−K for the year ended August 31, 2006 as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), I, William D. Green, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
§1350, as adopted pursuant to Section 906 of the Sarbanes−Oxley Act of 2002, that:
(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/ William D. Green
William D. Green
Chief Executive Officer of Accenture Ltd
(principal executive officer)
Dated: October 18, 2006
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the
signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and
will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 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
In connection with the Annual Report of Accenture Ltd (the “Company”) on Form 10−K for the year ended August 31, 2006 as filed with the Securities
and Exchange Commission on the date hereof (the “Report”), I, Michael G. McGrath, Chief Financial Officer of the Company, certify, pursuant to
18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes−Oxley Act of 2002, that:
(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/ Michael G. McGrath
Michael G. McGrath
Chief Financial Officer of Accenture Ltd
(principal financial officer)
Dated: October 18, 2006
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the
signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and
will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 99.1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Participants of the Accenture Ltd 2001 Employee Share Purchase Plan and the Compensation Committee of the Board of Directors of
Accenture Ltd:
We have audited the accompanying statements of financial condition of the Accenture Ltd 2001 Employee Share Purchase Plan (the “Plan”) as of
August 31, 2006 and 2005, and the related statements of operations and changes in plan equity for each of the years in the three−year period ended
August 31, 2006. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Accenture Ltd 2001
Employee Share Purchase Plan as of August 31, 2006 and 2005, and the changes in its financial status for each of the years in the three−year period ended
August 31, 2006, in conformity with U.S. generally accepted accounting principles.
/s/ KPMG LLP
Chicago, Illinois
October 18, 2006
ACCENTURE LTD 2001 EMPLOYEE SHARE PURCHASE PLAN
STATEMENTS OF FINANCIAL CONDITION
August 31, 2006 and 2005
2006
2005
Contributions receivable
$
49,934,071
$
52,141,973
Plan equity
$
49,934,071
$
52,141,973
The accompanying notes are an integral part of these financial statements.
ACCENTURE LTD 2001 EMPLOYEE SHARE PURCHASE PLAN
STATEMENTS OF OPERATIONS AND CHANGES IN PLAN EQUITY
For the Years Ended August 31, 2006, 2005 and 2004
2006
Participant contributions
Participant withdrawals
Purchases of Accenture Ltd Class A common shares
Net additions/(reductions)
$
158,250,884
(9,573,269)
(150,885,517)
$
$
(2,207,902)
$
Plan equity at beginning of year
Plan equity at end of year
2005
52,141,973
$
49,934,071
180,516,283
(9,315,040)
(168,639,514)
2,561,729
2004
$
$
49,580,244
$
The accompanying notes are an integral part of these financial statements.
52,141,973
146,240,708
(7,718,721)
(134,229,204)
4,292,783
45,287,461
$
49,580,244
ACCENTURE LTD 2001 EMPLOYEE SHARE PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
1.
PLAN DESCRIPTION
The following description of the Accenture Ltd 2001 Employee Share Purchase Plan (the “Plan”) is provided for general information purposes.
Participants in the Plan should refer to the Plan document for more detailed and complete information.
General
Under the Plan, which was approved by the shareholders of Accenture Ltd (the “Company”) at their June 5, 2001 meeting and approved and
subsequently amended by the Board of Directors (the “Board”) on June 6, 2001 and September 4, 2001, respectively, the Company is authorized to issue or
transfer up to 75,000,000 Class A common shares (“Shares”) of the Company. The Plan is administered by the Compensation Committee of the Board (the
“Committee”), which may delegate its duties and powers in whole or in part as it determines, provided, however, that the Board may, in its sole discretion,
take any action designated to the Committee under the Plan as it may deem necessary. The Company pays all expenses of the Plan. The Shares may consist,
in whole or in part, of unissued Shares or previously issued Shares, which have been reacquired.
The Plan provides eligible employees of the Company or of a participating subsidiary with an opportunity to purchase Shares at a purchase price
established by the Committee, which shall in no event be less than eighty−five percent of the fair market value of a Share on the purchase date.
The “fair market value” on a given date is defined as the arithmetic mean of the high and low prices of the Shares as reported on such date on the
composite tape of the principal national securities exchange on which the Shares are listed or admitted to trading, or, if no sale of Shares shall have been
reported on the composite tape of any national securities exchange on such date, then the immediately preceding date on which sales of the Shares have
been so reported or quoted shall be used.
In general, employees of the Company or a participating subsidiary are eligible to participate in the Plan, except that the Committee may exclude
employees (either generally or by reference to a subset thereof) (1) whose customary employment is for less than five months per calendar year or less than
20 hours per week; (2) who own shares possessing 5% or more of the total combined voting power or value of all classes of shares of the Company or any
subsidiary; or (3) who are highly compensated employees under the Internal Revenue Code of 1986, as amended (the “Code”). The Plan does not currently
qualify as an “employee stock purchase plan” under Section 423 of the Code and therefore receipt of the Shares will be a taxable event to the participant.
The Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended.
Contributions
Payroll deductions will generally be made from the compensation paid to each participant for each offering period in such whole percentages not to
exceed 10% as elected by the participant (up to a per participant maximum of $7,500 per offering period), provided that no participant will be entitled to
purchase, during any calendar year, Shares with an aggregate value in excess of $25,000. A participant cannot change the rate of payroll deductions once an
offering period has commenced. The Committee has specified procedures by which a participant may increase or decrease the rate of payroll deductions for
subsequent offering periods. All payroll
ACCENTURE LTD 2001 EMPLOYEE SHARE PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
deductions made with respect to a participant are credited to the participant’s payroll deduction account under the Plan and are deposited with the general
funds of the Company. All funds of participants received or held by the Company under the Plan before purchase or issuance of the Shares are held without
liability for interest or other increment. Offering periods in fiscal 2006 included six−month periods ended November 1, 2005 and May 1, 2006. The current
offering period commenced on May 2, 2006 and will end on November 1, 2006.
Share Purchases
As soon as practicable following the end of each offering period, the number of Shares purchased by each participant is deposited into a brokerage
account established in the participant’s name. Dividends that are declared on the Shares held in the brokerage account are paid in cash or reinvested. A
summary of information with respect to share purchases was as follows:
Number of
Number of
Shares
Purchase
Offering
Period
Ended
Participants
Purchased
Price
May 1, 2006
November 1, 2005
May 1, 2005
November 1, 2004
May 1, 2004
November 1, 2003
27,849
28,301
30,318
26,252
24,627
23,781
2,961,370
3,445,071
5,098,542
3,686,297
3,385,425
4,749,267
$
$
$
$
$
$
24.99
22.31
18.48
20.18
20.05
13.97
Withdrawal
Participants may withdraw from an offering period or the Plan under the terms and conditions as established by the Committee. Upon a participant’s
withdrawal, all accumulated payroll deductions in that participant’s Plan account are returned without interest, as permitted by applicable law, and the
participant is not entitled to any Shares with respect to the applicable offering period. The participant may be permitted to participate in subsequent offering
periods pursuant to the terms and conditions determined by the Committee. A participant shall cease to participate in the Plan upon termination of
employment for any reason. In general, all payroll deductions are repaid without interest, as permitted by applicable law, to the former participant or the
former participant’s beneficiary.
Adjustments
The number of Shares issued or reserved pursuant to the Plan (or pursuant to outstanding awards) is subject to adjustment on account of share splits,
share dividends and other changes in the Shares. In the event of a change in control of the Company, the Committee may take any actions it deems
necessary or desirable with respect to any option as of the date of consummation of the change in control.
Plan Amendment and Termination
The Board may amend, alter or discontinue the Plan, provided, however, that no amendment, alteration or discontinuation will be made that would
increase the number of Shares authorized for the Plan or, without a participant’s consent, would impair the participant’s rights and obligations under
ACCENTURE LTD 2001 EMPLOYEE SHARE PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
the Plan. The Plan shall terminate upon the earliest of (1) the termination of the Plan by the Board; (2) the issuance of all of the Shares reserved for issuance
under the Plan; or (3) the tenth anniversary of the effective date of the Plan.
2.
BASIS OF PRESENTATION
The accompanying financial statements have been prepared on the accrual basis of accounting. The preparation of financial statements in conformity
with generally accepted accounting principles requires the Plan’s management to use estimates and assumptions that affect the accompanying financial
statements and disclosures. Actual results could differ from these estimates.
At August 31, 2006, Contributions Receivable represents payroll deductions from participants with respect to the offering period beginning May 2, 2006
and ending November 1, 2006. These payroll deductions are held by Accenture Ltd and/or its affiliates.
Plan equity represents net assets available for future share purchases or participant withdrawals.
EXHIBIT V
DEFINITIVE PROXY STATEMENT, FILED BY ACCENTURE LTD WITH THE SEC ON
DECEMBER 21, 2005 (WITH RESPECT TO ACENTURE LTD'S BOARD COMMITTEES
AND CORPORATE GOVERNANCE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Filed by the Registrant T
Filed by a Party other than the Registrant
Check the appropriate box:
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
£
£
Preliminary Proxy Statement
£
Confidential, for Use of the Commission Only (as permitted by Rule 14a−6(e)(2))
T
Definitive Proxy Statement
£
Definitive Additional Materials
£
Soliciting Material Pursuant to §240.14a−12
Accenture Ltd
(Name of Registrant As Specified In Its Charter)
None
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
T
No fee required.
£
Fee computed on table below per Exchange Act Rules 14a−6(i)(1) and 0−11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0−11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
£
Fee paid previously with preliminary materials.
£
Check box if any part of the fee is offset as provided by Exchange Act Rule 0−11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
William D. Green
Chief Executive Officer
December 29, 2005
Dear Fellow Shareholder:
You are cordially invited to attend the 2006 Annual General Meeting of Shareholders (the “Annual Meeting”), which will
be held at 10:00 a.m., local time, on February 1, 2006, at Accenture’s Reston, Virginia office located at 11951 Freedom
Drive, Reston, Virginia 20190, USA.
At this year’s meeting, you will vote on the appointment of two directors and the re−appointment of KPMG LLP as our
independent auditors and authorization of the Audit Committee of the Board to determine their remuneration. In addition,
the audited consolidated financial statements of Accenture Ltd and its subsidiaries for the fiscal year ended August 31,
2005 will be received at the Annual Meeting.
Our Board of Directors has nominated the director nominees and has made the proposal to re−appoint KPMG LLP. The
Board of Directors recommends that you vote for the appointment of each director nominee, and for the re−appointment
of KPMG LLP as our independent auditors and authorization of the Audit Committee of the Board to determine their
remuneration.
Your vote is very important to the Company. We urge you to read the accompanying materials regarding the matters to be
voted on at the Annual Meeting and to submit your voting instructions by proxy. You may submit your proxy either by
returning the enclosed proxy card or by submitting your proxy over the telephone or the Internet. If you submit your proxy
before the meeting but later decide to attend the meeting in person, you may still vote in person at the meeting.
In addition, I strongly encourage you to sign up to receive your future Accenture shareholder materials electronically,
which will help us to conserve natural resources and reduce our production and distribution costs. If you wish to receive
these materials electronically next year, please follow the instructions on the enclosed proxy card.
Please let us know whether you plan to attend the Annual Meeting, as indicated in your proxy instructions. Please note
that if your shares are held in a name other than your own (for example, if your shares are held by a broker in “street
name”), then you must take certain steps, described in the proxy statement, in order to be admitted into the meeting.
Thank you for your continued support.
WILLIAM D. GREEN
Chief Executive Officer
NOTICE OF THE 2006 ANNUAL GENERAL MEETING OF SHAREHOLDERS
To our Shareholders:
You are hereby notified that the 2006 Annual General Meeting of Shareholders of Accenture Ltd will be held at 10:00 a.m.,
local time, on February 1, 2006, at our Reston, Virginia office located at 11951 Freedom Drive, Reston, Virginia 20190, USA, to
receive the report of our independent auditors and the financial statements for our fiscal year ended August 31, 2005, and to vote
upon the following proposals:
1. to appoint Dina Dublon and William D. Green as Class II directors, each for a term expiring at our annual general
meeting of shareholders in 2009;
2. to re−appoint KPMG LLP as independent auditors of Accenture Ltd for a term expiring at our annual general meeting
of shareholders in 2007 and to authorize the Audit Committee of the Board to determine their remuneration; and
3. to transact any other business that may properly come before the meeting and any adjournment or postponement of the
meeting.
The Board has set December 5, 2005 as the record date for the meeting. This means that only those persons who were
registered holders of Accenture Ltd’s Class A common shares or Class X common shares at the close of business on that record
date will be entitled to receive notice of the meeting and to attend and vote at the meeting.
By order of the Board of Directors,
DOUGLAS G. SCRIVNER
General Counsel and Secretary
December 29, 2005
PLEASE SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET,
OR BY MARKING, SIGNING, DATING AND RETURNING A PROXY CARD.
We encourage you to permit us to send you shareholder communications
electronically. You can find more information on receiving these
communications electronically in the “Electronic Delivery of Shareholder
Communications” section on page 30 of the accompanying proxy statement.
TABLE OF CONTENTS
Page
GENERAL INFORMATION
ABOUT THE ANNUAL MEETING
PROPOSAL NO. 1− APPOINTMENT OF DIRECTORS
BOARD AND CORPORATE GOVERNANCE MATTERS
REPORTS OF THE COMMITTEES OF THE BOARD
Report of the Audit Committee
Report of the Compensation Committee on Executive Compensation
Report of the Nominating & Governance Committee
Report of the Finance Committee
PROPOSAL NO. 2− RE−APPOINTMENT OF INDEPENDENT AUDITORS
INDEPENDENT AUDITORS' FEES AND OTHER MATTERS
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
PERFORMANCE GRAPH
BENEFICIAL OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
BENEFICIAL OWNERS OF MORE THAN FIVE PERCENT OF ANY CLASS
OF VOTING SECURITIES
SUBMISSION OF FUTURE SHAREHOLDER PROPOSALS
INCORPORATION BY REFERENCE
SUBMITTING YOUR PROXY BY TELEPHONE OR VIA THE INTERNET
ELECTRONIC DELIVERY OF SHAREHOLDER COMMUNICATIONS
HOUSEHOLDING OF SHAREHOLDER DOCUMENTS
1
2
5
6
13
13
15
18
19
20
21
22
25
26
27
29
29
30
30
30
31
PROXY STATEMENT
GENERAL INFORMATION
The Board of Directors (the “Board”) of Accenture Ltd (the “Company”) is soliciting your proxy for use at the 2006 Annual
General Meeting of Shareholders (the “Annual Meeting”) to be held on February 1, 2006. These proxy materials are first being
sent to shareholders beginning on or about December 29, 2005.
Accenture is one of the world’s leading management consulting, technology services and outsourcing organizations. As of
August 31, 2005, we had more than 123,000 employees based in 48 countries and revenues before reimbursements of more than
$15.5 billion for fiscal 2005. We operate globally with one common brand and business model designed to enable us to provide
clients around the world with the same high level of service.
Accenture Ltd maintains its registered office in Bermuda at Canon’s Court, 22 Victoria Street, Hamilton HM12, Bermuda.
Our telephone number in Bermuda is +1 441−296−8262. You may contact our Investor Relations Group by telephone in the
United States and Puerto Rico at 1−877−ACN−5659 (1−877−226−5659) and outside the United States and Puerto Rico at
+1 703−797−1711, or by mail to Accenture, Investor Relations, 1345 Avenue of the Americas, New York, New York 10105
USA.
Our website address is www.accenture.com. We make available free of charge on the Investor Relations section of our website
(http://investor.accenture.com) our Annual Report on Form 10−K, Quarterly Reports on Form 10−Q, Current Reports on
Form 8−K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or
furnished to the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(a) or 15(d) of the Exchange Act. We
also make available through our website other reports filed with or furnished to the SEC under the Exchange Act, including our
proxy statements and reports filed by officers and directors under Section 16(a) of that Act, as well as our Code of Business
Ethics, our Corporate Governance Guidelines and the charters of each of the Board’s committees. You may request any of these
materials and information in print by contacting our Investor Relations Group. We do not intend for information contained in our
website to be part of this proxy statement.
You also may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E.,
Washington, DC, 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at
1−800−SEC−0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information
statements, and other information regarding issuers that file electronically with the SEC.
We use the terms “Accenture,” the “Company,” “we,” “our” and “us” in this proxy statement to refer to Accenture Ltd and its
subsidiaries. All references to “years,” unless otherwise noted, refer to our fiscal year, which ends on August 31.
1
ABOUT THE ANNUAL MEETING
Date, Time and Place of the Annual Meeting
We will hold the Annual Meeting at 10:00 a.m., local time, on February 1, 2006, at our Reston, Virginia office located at
11951 Freedom Drive, Reston, Virginia 20190, USA, subject to any adjournments or postponements.
Who Can Vote; Votes Per Share
The Board has set December 5, 2005 as the record date for the Annual Meeting. All persons who were registered holders of
Accenture Ltd’s Class A common shares or Class X common shares at the close of business on that date are shareholders of
record for the purposes of the Annual Meeting and will be entitled to vote at the Annual Meeting. As of the close of business on
that date, there were 607,731,830 Class A common shares outstanding (which includes 39,123,882 shares held by subsidiaries of
Accenture) and 281,919,792 Class X common shares outstanding. Class A common shares held by our subsidiaries will be voted
in a manner that will have no impact on the outcome of any vote of the shareholders of Accenture Ltd.
Each shareholder of record will be entitled to one vote per Class A common share and one vote per Class X common share on
each matter submitted to a vote of shareholders, so long as those votes are represented at the Annual Meeting, either in person or
by proxy. Holders of Class A common shares and Class X common shares will vote together, and not as separate classes, on all
matters being considered at the Annual Meeting. Your shares will be represented if you attend and vote at the Annual Meeting or
if you submit a proxy.
How to Vote; Submitting Your Proxy; Revoking Your Proxy
You may vote your shares either by voting in person at the Annual Meeting or by submitting a completed proxy. By
submitting your proxy, you are legally authorizing another person to vote your shares. The enclosed proxy designates William D.
Green, Michael G. McGrath and Douglas G. Scrivner to vote your shares in accordance with the voting instructions you indicate
in your proxy.
If you submit your proxy designating William D. Green, Michael G. McGrath and Douglas G. Scrivner as the individuals
authorized to vote your shares, but you do not indicate how your shares are to be voted, then your shares will be voted by those
individuals in accordance with the Board’s recommendations, which are described in this proxy statement. In addition, if any
other matters are properly brought up at the Annual Meeting (other than the proposals contained in this proxy statement), then
each of these individuals will have the authority to vote your shares on those matters in accordance with his discretion and
judgment. The Board currently does not know of any matters to be raised at the Annual Meeting other than the proposals
contained in this proxy statement.
You may submit your proxy either by mail, by telephone (at the number set forth in the accompanying proxy materials) or via
the Internet (www.cesvote.com). Please let us know whether you plan to attend the Annual Meeting by marking the appropriate
box on your proxy card or by following the instructions provided when you submit your proxy by telephone or via the Internet. In
order for your proxy to be validly submitted and for your shares to be voted in accordance with your proxy, we must receive your
mailed proxy by 5:00 p.m., Eastern Standard Time, on January 31, 2006 (January 27, 2006 for Accenture employees who are
submitting proxies for shares received through our employee plans and held by Smith Barney). If you submit your proxy by
telephone or via the Internet, then you may submit your voting instructions up until 11:59 p.m., Eastern Standard Time, on
January 31, 2006 (January 27, 2006 for Accenture employees who are submitting proxies for shares received through our
employee plans and held by Smith Barney).
2
Your proxy is revocable. After you have submitted your proxy, you may revoke it by mail before the Annual Meeting by
sending a written notice to our General Counsel and Secretary at 1661 Page Mill Road, Palo Alto, California, 94304, USA. Your
notice must be received no later than one hour prior to the beginning of the Annual Meeting. If you wish to revoke your submitted
proxy card and submit new voting instructions by mail, then you must sign, date and mail a new proxy card with your new voting
instructions, which we must receive by 5:00 p.m., Eastern Standard Time, on January 31, 2006 (January 27, 2006 for Accenture
employees who are submitting proxies for shares received through our employee plans and held by Smith Barney). If you
submitted your proxy by telephone or via the Internet, you may revoke your submitted proxy and/or submit new voting
instructions by that same method, which must be received by 11:59 p.m., Eastern Standard Time, on January 31, 2006
(January 27, 2006 for Accenture employees who are submitting proxies for shares received through our employee plans and held
by Smith Barney). You also may revoke your proxy in person and vote your shares at the Annual Meeting. Attending the Annual
Meeting without taking one of the actions above will not revoke your proxy.
Your vote is very important to the Company. If you do not plan to attend the Annual Meeting, we encourage you to read the
enclosed proxy statement and submit your completed proxy prior to the Annual Meeting so that your shares will be represented
and voted in accordance with your instructions.
If your shares are not registered in your name but in the “street name” of a bank, broker or other holder of record (a
“nominee”), then your name will not appear in Accenture Ltd’s register of shareholders. Those shares are held in your nominee’s
name, on your behalf, and your nominee will be entitled to vote your shares. This applies to our employees who received, through
our employee plans, shares that are held by Smith Barney and/or UBS Financial Services Inc. In order for you to attend the
Annual Meeting, you must bring a letter or account statement showing that you beneficially own the shares held by the nominee.
Note that even if you attend the Annual Meeting, you cannot vote the shares that are held by your nominee. Rather, you should
submit your proxy, which will instruct your nominee how to vote those shares on your behalf.
Quorum and Voting Requirements
In order to establish a quorum at the Annual Meeting, there must be at least two shareholders represented at the meeting, either
in person or by proxy, who have the right to attend and vote at the meeting, and who hold shares representing more than
50 percent of the votes that may be cast by all shareholders of record. For purposes of determining a quorum, abstentions and
broker “non−votes” are counted as represented. A “non−vote” occurs when a nominee (such as a broker) holding shares for a
beneficial owner abstains from voting on a particular proposal because the nominee does not have discretionary voting power for
that proposal and has not received instructions from the beneficial owner on how to vote those shares.
For each of the proposals being considered at the Annual Meeting, approval of the proposal requires the affirmative vote of a
majority of the votes cast. There is no cumulative voting in the appointment of directors. The appointment of each director
nominee will be considered and voted upon as a separate proposal. Abstentions and broker “non−votes” will not affect the voting
results. If the proposal for the appointment of a director nominee does not receive the required majority of the votes cast, then the
director will not be appointed and the position on the Board of Directors that would have been filled by the director nominee will
become vacant. The Board has the ability to fill the vacancy upon the recommendation of its Nominating & Governance
Committee, in accordance with Accenture’s bye−laws, but that director would be subject to appointment by Accenture Ltd’s
shareholders at the next following annual general meeting of shareholders.
3
Proxy Solicitation
Accenture Ltd will bear the costs of soliciting proxies from the holders of our Class A common shares and Class X common
shares. We are initially soliciting these proxies by mail and e−mail, but our directors, officers and selected other Accenture
employees may also solicit proxies by telephone, e−mail or by other means of communication. These persons who help us in the
solicitation will not be specially compensated for those services, but they may be reimbursed for their out−of−pocket expenses
incurred in connection with the solicitation. Brokerage houses, nominees, fiduciaries and other custodians will be requested to
forward soliciting materials to beneficial owners and will be reimbursed for their reasonable out−of−pocket expenses incurred in
sending proxy materials to beneficial owners. National City Bank, our U.S. branch transfer agent, has agreed to send a
representative to act as our Inspector of Election at the Annual Meeting and to assist us in tabulating the votes.
2005 Audited Financial Statements
At the Annual Meeting, we will present the audited consolidated financial statements for our fiscal year ended August 31,
2005. Copies of these financial statements are included in our Annual Report on Form 10−K, which we are delivering to you with
this proxy statement. You may also access these materials through our website at http://investor.accenture.com.
4
PROPOSAL NO. 1— APPOINTMENT OF DIRECTORS
The Board currently has 11 members, who are divided into three classes based upon the cycle of their respective terms in
office. At each annual general meeting of shareholders, the appointment of the directors constituting one class of Board
membership expires, and the shareholders vote at that meeting to appoint the directors nominated for these Board positions, each
to hold office for a three−year term.
In 2006, the terms of our four Class II directors will expire. In addition to the terms of the two Board−proposed director
nominees, the terms of Carlos Vidal and Steven A. Ballmer will expire at the Annual Meeting. To further the Board’s
commitment to maintain a majority of independent directors and to finish the planned phase−out of senior executive nominations
of Board candidates, the Nominating & Governance Committee decided, with the agreement of Mr. Vidal, not to recommend
Mr. Vidal’s appointment for a subsequent term. Mr. Vidal remains a senior executive of the Company. In addition, given other
commitments and demands on his time, Mr. Ballmer has advised the Board that he will be unable to serve for an additional term.
Consequently, the Nominating & Governance Committee decided, with the agreement of Mr. Ballmer, not to recommend his
appointment for a subsequent term. The Board wishes to recognize and thank both Mr. Vidal and Mr. Ballmer for their significant
contributions and service as members of the Board.
At this time, the Board has not proposed any director nominees other than the two director nominees identified below,
although the Nominating & Governance Committee is continuing a search for one or more additional directors. The Board may
appoint additional directors, in accordance with Accenture’s bye−laws, upon the recommendation of the Nominating &
Governance Committee and subject to appointment by Accenture Ltd’s shareholders at the next annual general meeting of
shareholders. In addition, the Board has the authority under the bye−laws to establish the size of the Board, so long as the number
of directors remains within the range specified in the bye−laws (currently no less than eight nor more than 15).
Proxies cannot be voted for a greater number of persons than the number of nominees named.
Class II Directors
All four Class II directorships expire at this year’s Annual Meeting. The Board is nominating two individuals for appointment
as Class II directors, each for a three−year term expiring at our annual general meeting of shareholders in 2009. Both of the
director nominees are current Board members:
Dina Dublon
William D. Green
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE APPOINTMENT OF EACH OF THE BOARD’S
TWO DIRECTOR NOMINEES.
If you submit your proxy designating William D. Green, Michael G. McGrath and Douglas G. Scrivner as your proxies but do
not indicate how your shares should be voted, then your shares will be voted in favor of the appointment of both nominees. If any
nominee is unwilling or unable to serve as a director, then the Board will propose another person in place of that original nominee,
and the individuals designated as your proxies will vote to appoint that proposed person, unless the Board decides to reduce the
number of directors constituting the full Board. It is currently anticipated that all of the nominees will be willing and able to serve
as directors.
5
BOARD AND CORPORATE GOVERNANCE MATTERS
Director Biographies
Set forth below are the biographies of our director nominees and our directors.
Class II Director Nominees
Dina Dublon
52 years old
Class II Director Nominee
Chair, Finance Committee
Member, Compensation Committee
Dina Dublon has been a director since October 2001. From December 1998 until
September 2004, she was chief financial officer of J.P. Morgan Chase & Co. and its
predecessor company. Prior to being named chief financial officer, she held
numerous other positions, including corporate treasurer, managing director of the
Financial Institutions Division and head of asset liability management. She is a
director of Microsoft Corp. and of PepsiCo, Inc.
William D. Green
52 years old
Class II Director Nominee
William D. Green has been a director since June 2001 and our Chief Executive
Officer and has led our Executive Leadership Team since September 2004. From
March 2003 to August 2004 he was our Chief Operating Officer— Client Services,
and from August 2000 to August 2004 he was our Country Managing Director,
United States. Mr. Green has been with Accenture for 27 years.
Other Current Directors
Joe W. Forehand
57 years old
Class I Director
Chairman of the Board
Joe W. Forehand has been Chairman of the Board since February 2001. From
November 1999 to August 2004, he was our Chief Executive Officer and served as
Chairman of our Management Committee, our Executive Committee and our Global
Leadership Council. Mr. Forehand has been with Accenture for 33 years.
Mr. Forehand’s current term as director expires at our annual general meeting of
shareholders in 2008.
Dennis F. Hightower
64 years old
Class III Director
Member, Compensation Committee
Member, Nominating & Governance Committee
Dennis F. Hightower has been a director since November 2003. From May 2000
until his retirement in March 2001, he was chief executive officer of Europe Online
Networks S.A., a Luxembourg− based Internet services provider. He is a director of
Domino’s Inc., Northwest Airlines Corporation and The TJX Companies Inc. Mr.
Hightower’s current term as director expires at our annual general meeting of
shareholders in 2007.
William L. Kimsey
63 years old
Class III Director
Member, Audit Committee
William L. Kimsey has been a director since November 2003. From October 1998
until his retirement in September 2002, Mr. Kimsey was global chief executive
officer of Ernst & Young Global. He is a director of Western Digital Corporation,
Royal Caribbean Cruises Ltd and NAVTEQ Corporation. Mr. Kimsey’s current
term as director expires at our annual general meeting of shareholders in 2007.
6
Robert I. Lipp
67 years old
Class III Director
Member, Finance Committee
Member, Nominating & Governance Committee
Robert I. Lipp has been a director since October 2001. He is a senior advisor at J.P.
Morgan Chase & Co. From April 2004 to September 2005, he was executive
chairman of St. Paul Travelers Companies Inc. From December 2001 to April 2004,
Mr. Lipp was chairman and chief executive officer of its predecessor company,
Travelers Property Casualty Corp. Mr. Lipp also served as chairman of the board of
Travelers Insurance Group Holdings Inc. from 1996 to 2000 and from January 2001
to October 2001. During 2000 he was a vice−chairman and member of the office of
the chairman of Citigroup. Mr. Lipp is a director of St. Paul Travelers Companies
Inc. and JP Morgan Chase & Co. Mr. Lipp’s current term as director expires at our
annual general meeting of shareholders in 2007.
Blythe J. McGarvie
49 years old
Class I Director
Chair, Audit Committee
Blythe J. McGarvie has been a director since October 2001. She is president of
Leadership for International Finance, LLC, a firm that focuses on improving clients’
financial positions and providing leadership seminars for corporate and academic
groups. From July 1999 to December 2002, she was executive vice president and
chief financial officer of BIC Group. She is a member of the board of directors of
The Pepsi Bottling Group, Inc., The St. Paul Travelers Companies, Inc. and Lafarge
North America Inc. Ms. McGarvie’s current term as director expires at our annual
general meeting of shareholders in 2008.
Sir Mark Moody−Stuart
65 years old
Class I Director
Lead Director
Chair, Compensation Committee
Member, Finance Committee
Sir Mark Moody−Stuart has been a director since October 2001 and our Lead
Director since November 2002. He is chairman of Anglo American plc, former
chairman of The Shell Transport and Trading Company and former chairman of the
Committee of Managing Directors of the Royal Dutch/Shell Group of Companies.
From July 1991 to June 2001, he was managing director of Shell Transport and a
managing director of Royal Dutch/Shell Group. In addition to Anglo American plc,
Sir Mark is a director of HSBC Holdings PLC. Sir Mark’s current term as director
expires at our annual general meeting of shareholders in 2008.
Wulf von Schimmelmann
58 years old
Class III Director
Chairman, Nominating & Governance Committee
Member, Audit Committee
Wulf von Schimmelmann has been a director since October 2001. He has been chief
executive officer of Deutsche Postbank AG, Germany’s largest independent retail
bank, since 1999. He is also a member of the board of directors of Deutsche Post
World Net Group. Mr. von Schimmelmann’s current term as director expires at our
annual general meeting of shareholders in 2007.
7
Communicating with the Board
The Board welcomes your questions and comments. If you would like to communicate directly with our Board, our
non−management directors as a group or Sir Mark Moody−Stuart, our Lead Director, then you may submit your communication
to our General Counsel and Secretary, Accenture Ltd, 1661 Page Mill Road, Palo Alto, California, 94304, USA. All
communications and concerns will be forwarded to our Board, our non−management directors as a group or our Lead Director, as
applicable. We also have established mechanisms for communicating concerns or questions to our compliance office. You may
direct any such concerns by e−mail to [email protected] or by calling the Accenture Ethics Line at
1−312−737−8262. Our Code of Business Ethics and underlying policies prohibit any retaliation or other adverse action against
anyone for raising a concern. If you wish to raise your concern in an anonymous manner, then you may do so.
Board Meetings and Committees
The Board expects that its members will rigorously prepare for, attend and participate in all Board and applicable committee
meetings, and each annual general meeting of shareholders. Directors are also expected to become familiar with Accenture’s
management team and operations as a basis for discharging their oversight responsibilities. During fiscal 2005, the Board held
four meetings. All of our directors attended at least 75% of the aggregate of Board meetings and meetings of any Board
committee on which he or she served during fiscal 2005. All but two of our Board members attended our annual general meeting
of shareholders in 2005.
Our non−management directors who are not employees of the Company meet separately at each regularly scheduled Board
meeting. These non−management directors held four meetings during fiscal 2005, each led by Sir Mark Moody−Stuart, the Lead
Director. In addition, these non−management directors held an executive session to meet with the other two non−management
directors who are employees of the Company in conformance with the listing standards of the New York Stock Exchange (the
“NYSE”).
The Board maintains an Audit Committee, a Compensation Committee, a Nominating & Governance Committee and a
Finance Committee. Each committee operates pursuant to a written charter that is available in the Corporate Governance section
of our website, accessible through our Investor Relations page at http://investor.accenture.com. A copy of our Corporate
Governance Guidelines (including our independence standards) and our Code of Business Ethics can also be found in the
Corporate Governance section of our website. If the Board grants any waivers from our Code of Business Ethics to any of our
directors or officers, or if we amend our Code of Business Ethics, we will disclose these matters through the Investor Relations
section of our website. Printed copies of all of these materials are also available upon written request to our Investor Relations
Group.
Director Independence
The Board has adopted a set of director independence standards, which are included in our Corporate Governance Guidelines
and can be accessed through our Investor Relations page at http://investor.accenture.com or by making a written request to our
Investor Relations Group. The Corporate Governance Guidelines and the independence standards were revised recently including
to align the independence standards more closely with the standards required by the NYSE.
Each year, our directors complete a questionnaire that, among other things, elicits information to assist the Nominating &
Governance Committee in assessing whether the director meets the Company’s independence standards. Utilizing these responses
and other information, the Nominating & Governance Committee evaluates, with regard to each director, whether the director
currently has or had
8
any (i) employment or professional relationship which, in and of itself, would, pursuant to the Company’s independence
standards, require a finding that the director is not independent and/or (ii) employment or professional relationship with any
organization with which Accenture has or had a relationship, where the organization made or received payments from Accenture.
If a director has or had a relationship with an organization which made or received payments from Accenture, information
regarding the amount of such payments is provided to the Nominating & Governance Committee. The Nominating & Governance
Committee then determines whether the amount of any such payments requires, pursuant to the Company’s independence
standards or otherwise, a finding that the director is not independent. Furthermore, the Nominating & Governance Committee
discusses any other relevant facts and circumstances regarding the nature of these relationships, to determine whether other
factors, regardless of the categorical standards the Board has adopted, might impede a director’s independence.
Based on its analysis, the Nominating & Governance Committee has determined that, with the exception of Mr. Ballmer, each
of our non−management directors who are not employees of the Company has satisfied the Company’s independence standards,
as well as the independence requirements of the NYSE. Several of our non−management directors have relationships with
organizations that are clients or have other business relationships with Accenture. The committee determined that in each of these
situations the amount of payments made to, or received from, Accenture did not exceed the thresholds defined by the categorical
standards in our independence standards. Except with respect to Mr. Ballmer, the committee concluded that nothing else in those
relationships would impair such directors’ independence. The committee determined that while Mr. Ballmer met the Company’s
categorical standards of independence, the nature and magnitude of Accenture’s business relationships with Microsoft, and
Mr. Ballmer’s role at Microsoft, are such that he should not be considered to be independent for this purpose. The committee also
determined that an employee relationship between Accenture and Mr. von Schimmelmann’s son, described on page 28, did not
impair Mr. von Schimmelmann’s independence. The Board concurred in the foregoing independence determinations.
Audit Committee
The Audit Committee was established by the Board for the purpose of overseeing Accenture’s accounting and financial
reporting processes and audits of our financial statements, in accordance with Section 10A(m) of the Securities and Exchange Act
of 1934, as amended. The Audit Committee members are Blythe J. McGarvie (who serves as chair), William L. Kimsey and
Wulf von Schimmelmann. The Board has determined that each of its members meets the financial literacy and independence
requirements of the NYSE, and that Ms. McGarvie and Mr. Kimsey each qualifies as an “audit committee financial expert” for
purposes of the rules and regulations of the SEC. The Board does not limit the number of audit committees on which its audit
committee members may serve. Mr. Kimsey simultaneously serves on the audit committees of more than three public companies,
but the Board has determined that his simultaneous service does not impair Mr. Kimsey’s ability to effectively serve on the Audit
Committee. The Board will continue to monitor and assess the audit committee membership of its Audit Committee members on a
regular basis to assure their ability to serve Accenture effectively.
The Audit Committee held nine meetings in fiscal 2005, four of which were held in person. The Audit Committee’s primary
duties and responsibilities are to:
• review and discuss with management and the independent auditors our annual audited financial statements and quarterly
financial statements, including a review of the “Managements’ Discussion and Analysis of Financial Condition and Results
of Operations” in the Company’s Form 10−K and 10−Q filings, as well as the Company’s earnings press releases and
information related thereto;
9
• retain and terminate, subject to shareholder approval, independent auditors and approve all audit engagement fees and terms
for the Company and its subsidiaries; approve any audit and any permissible non−audit engagement or relationship with our
independent auditors; review at least annually the qualifications, performance and independence of our independent auditors;
review with our independent auditors any audit problems or difficulties and management’s response; and set hiring policies
related to employees or former employees of our independent auditors to ensure independence;
• review and monitor our internal and external reporting processes and controls; review the effect of any regulatory and
accounting initiatives and the effects of these initiatives and any off−balance sheet structures on our financial statements;
establish regular systems of reporting to the committee regarding any significant judgments made in the preparation of the
financial statements or any significant difficulties encountered during the course of a review or audit; review any significant
disagreement between management and the independent or internal auditors with respect to the preparation of the financial
statements; review and discuss with our auditors the responsibilities, budget and staffing of our internal quality−control
procedures and internal audit function; and from time to time, hold separate meetings with management, independent
auditors and internal auditors on these matters;
• review with our counsel any legal matter that could significantly impact our financial statements or operations; discuss with
management and our independent auditors our risk assessment and risk management guidelines and policies; oversee our
compliance program and adherence to our Code of Business Ethics; establish procedures for the receipt, retention and
treatment of complaints regarding accounting, internal accounting controls or auditing matters and for the confidential,
anonymous submission by employees of concerns regarding questionable accounting or auditing matters; and oversee the
maintenance of an internal audit function; and
• prepare a report to be included in our proxy statement, provide other regular reports to the Board and maintain minutes or
records of its meeting and activities.
Compensation Committee
The Compensation Committee held six meetings in fiscal 2005, four of which were held in person. The Compensation
Committee consists of three independent directors: Sir Mark Moody−Stuart (who serves as chair), Dina Dublon and Dennis F.
Hightower. The Compensation Committee’s primary duties and responsibilities are to:
• determine our Chief Executive Officer’s annual compensation, taking into consideration feedback provided by the
Nominating & Governance Committee based on its review of the Chief Executive Officer’s performance and the
recommendation of a committee that includes our Chief Executive Officer and members of our Executive Leadership Team;
review and approve salaries and other matters relating to the compensation of our executive officers, based in part on that
committee’s recommendation; and review and determine on an annual basis the appropriateness of compensation of Board
members;
• review and make recommendations to the Board with respect to our incentive−compensation and equity−based plans;
oversee the administration of our equity compensation plans; review and approve all equity compensation plans; and retain
outside compensation and benefits consultants to gather independent advice about our compensation structure; and
• prepare a report to be included in our proxy statement, provide other regular reports to the Board and maintain minutes or
records of its meeting and activities.
10
Nominating & Governance Committee
The Nominating & Governance Committee consists of three independent directors: Wulf von Schimmelmann, (who serves as
chair), Dennis F. Hightower and Robert I. Lipp. The Nominating & Governance Committee held eight meetings in fiscal 2005,
four of which were held in person. The Nominating & Governance Committee’s primary duties and responsibilities are to:
• have general responsibility for board selection, composition and evaluation, including the making of recommendations
regarding the size and composition of the Board, the identification of qualified candidates for Board membership and the
annual evaluation of overall Board effectiveness;
• manage the committee selection and composition process, including the making of recommendations to the Board for chairs
of these committees and the establishment, monitoring and making of recommendations for the purpose, structure and
operations of these committees and the creation or elimination of additional committees;
• monitor and oversee corporate governance matters, including reviews and recommendations regarding our constituent
documents and Corporate Governance Guidelines and monitoring of new developments in the area of corporate governance;
• conduct an annual review of our Chief Executive Officer and develop an effective Chief Executive Officer succession plan;
and
• provide regular reports to the Board and maintain minutes or records of its meeting and activities.
In evaluating candidates for Board membership, the Nominating & Governance Committee considers whether the candidate
will complement the Board’s geographic, age, gender and ethnic diversity and assesses the contribution that the candidate’s skills
and expertise will make with respect to guiding and overseeing Accenture’s strategy and operations. The Nominating &
Governance Committee seeks candidates who, at a minimum, have the following characteristics:
• the ability to develop a deep understanding of our business and the time and the judgment to effectively carry out his or her
responsibilities as a member of the Board;
• a professional background that would enable the candidate to develop a deep understanding of our business;
• a range of skills and expertise sufficient to provide guidance and oversight with respect to the Company’s operations;
• the ability to exercise judgment and courage in fulfilling his or her oversight responsibilities;
• the ability to embrace Accenture’s values and culture, and the possession of the highest levels of integrity; and
• the commitment of time and energy to effectively carry out his or her responsibilities as a member of the Board.
To date, the majority of the Board’s non−management directors have been identified with the assistance of a professional
search firm specializing in the identification and recruitment of director candidates. Others have been individuals known to Board
members through business or other relationships. Potential candidates are interviewed by members of the Nominating &
Governance Committee (and, in some instances, other Board members) and, as appropriate, by members of our management
team. Final consideration of the nominee is then conducted by the entire Board.
11
Because our Corporate Governance Guidelines address the processes by which shareholders may recommend director
nominees, the Nominating & Governance Committee has not adopted a specific policy regarding the consideration of shareholder
nominees for directors, although its general policy is to welcome and consider any such recommendations. If you would like to
recommend a future nominee for Board membership, you can submit a written recommendation with the name and other pertinent
information of the nominee to: Mr. Wulf von Schimmelmann, Chairman of the Nominating & Governance Committee,
c/o Accenture, 1661 Page Mill Road, Palo Alto, California, 94304, USA, Attention: General Counsel and Secretary. Please note
that Accenture Ltd’s bye−laws define certain time frames and nomination requirements with respect to any such recommendation.
Please contact our General Counsel and Secretary at the above address for information on these requirements, or refer to
Bye−law 80.1.2 (which can be found on the “Governance Principles” page of our website accessible through
http://investor.accenture.com).
Finance Committee
The Finance Committee consists of four directors: Dina Dublon (who serves as chair), Sir Mark Moody−Stuart, Robert I. Lipp
and Carlos Vidal. Upon the expiration of his term as director at the Annual Meeting, Mr. Vidal will cease serving on the Finance
Committee.
The Finance Committee held six meetings in fiscal 2005, four of which were held in person. The Finance Committee’s
primary duties and responsibilities are to:
• manage and oversee our capital structure and corporate finance activities;
• manage and oversee our treasury function and advise with respect to our investment activities;
• review and make recommendations with respect to major acquisitions that Accenture may decide to undertake;
• review, evaluate and make decisions with respect to the management of our pension and 401(k) retirement plans; and
• oversee our insurance plans and other activities to manage our financial risks.
12
REPORTS OF THE COMMITTEES OF THE BOARD
Report of the Audit Committee
Since its creation in 2001, the Audit Committee of the Board has been composed entirely of non−management directors. In
addition, all of the members of the Audit Committee meet the independence and experience requirements set forth by the SEC and
the NYSE.
The Audit Committee operates under a written charter approved by the Board, which may be accessed through the Corporate
Governance section of our website, accessible through our Investor Relations page at http://investor.accenture.com. The charter
describes the committee’s purpose, which is to assist the Board in its general oversight of: (1) the quality and integrity of the
Company’s accounting and reporting practices and controls, and its financial statements and reports; (2) the Company’s
compliance with legal and regulatory requirements; (3) the independent auditors’ qualifications and independence; and (4) the
performance of the Company’s internal audit function and independent auditors. The Audit Committee reviews and assesses the
adequacy of its charter on an annual basis. The Audit Committee last reviewed the charter in February 2005, and at that time, no
revisions were made.
The members of the Audit Committee meet regularly with management (including the chief executive officer, chief financial
officer, principal accounting officer, chief risk officer and its general counsel and compliance officer) as well as with senior
members of the Company’s internal audit, tax, finance, treasury and legal groups and KPMG LLP, the Company’s independent
auditors. In addition, it meets regularly in separate sessions with representatives of KPMG LLP, the Company’s chief financial
officer, its general counsel and senior members of the Company’s internal audit group. Based on discussions and information
received during these meetings, the Audit Committee members provide advice, counsel and direction to management and the
auditors using their experience in business, financial and accounting matters. During fiscal 2005, the Audit Committee met nine
times and routinely reported its activities to the full Board of Directors.
During fiscal 2005, the Audit Committee focused on several topics, which included the following:
• The Audit Committee reviewed and discussed with management, which has primary responsibility for the financial
statements, and with Accenture’s independent auditors, the Company’s annual audited financial statements and quarterly
financial statements for fiscal 2005. It also reviewed related issues and disclosure items, including the Company’s earnings
press releases, and performed its regular review of critical accounting policies and the processes by which the Company’s
chief executive officer and chief financial officer certify the information contained in its quarterly and annual filings.
• The Audit Committee oversaw the Company’s preparation for and implementation of its initial evaluation of the
effectiveness of the Company’s internal control over financial reporting and reviewed management’s conclusions as to its
effectiveness.
• The Audit Committee received regular updates on the Company’s contract and other risk management activities from the
chief risk officer.
• The Audit Committee received regular updates on the Company’s legal and regulatory compliance activities from the
general counsel and compliance officer, including issues or activities monitored through the Accenture Ethics and
Compliance Program.
• The Audit Committee discussed with KPMG LLP the materials required to be discussed by Statement on Auditing Standards
No. 61, “Communication with Audit Committees.” It also discussed with KPMG LLP its written disclosure letter as required
by the Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committees,” and
13
discussed its independence and related issues. Discussions with KPMG LLP also included staffing the engagement, its
litigation matters and the PCAOB reports of inspection of KPMG LLP.
As part of its oversight role and in reliance upon its reviews and discussions as outlined above, the Audit Committee reviewed
and discussed with management its assessment and report on the effectiveness of the Company’s internal control over financial
reporting as of August 31, 2005, which was made using the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission in Internal Control— Integrated Framework. The Audit Committee also reviewed and discussed with
KPMG LLP its attestation report on management’s assessment of internal control over financial reporting and its review and
report on Accenture’s internal control over financial reporting. These reports are included in Accenture’s Annual Report on
Form 10−K for the year ended August 31, 2005 filed with the SEC on October 31, 2005.
In addition, in reliance upon its reviews and discussions as outlined above, the Audit Committee recommended, and the Board
of Directors approved, the inclusion of the Company’s audited financial statements in its Annual Report on Form 10−K for the
fiscal year ended August 31, 2005 for filing with the SEC and presentation to the Company’s shareholders. The Audit Committee
also recommended during fiscal 2006 that KPMG LLP be re−appointed as the Company’s independent auditors to serve until the
Company’s annual general meeting of shareholders in 2007, and that the Board of Directors submit this appointment to the
Company’s shareholders for approval at the Annual Meeting.
THE AUDIT COMMITTEE
Blythe J. McGarvie, Chair
Wulf von Schimmelmann
William L. Kimsey
14
Report of the Compensation Committee on Executive Compensation
Committee Responsibilities
The Compensation Committee of the Board establishes the annual compensation of the chief executive officer and the other
executive officers of the Company; oversees the administration of the Company’s employee share purchase plan and share
incentive plan; and periodically reviews and makes recommendations regarding the compensation paid to members of the Board.
A complete description of the committee’s function may be found in its charter, a copy of which is available in the Corporate
Governance section of our website, accessible through our Investor Relations page at http://investor.accenture.com.
Committee Activities in Fiscal 2005
During fiscal 2005, the Compensation Committee held six meetings and routinely reported its activities to the full Board. In
addition to its deliberations concerning executive compensation (discussed more fully below), during the year, the Compensation
Committee: (i) reviewed and approved the company’s recommendation regarding the termination of the Company’s existing
variable compensation program and the distribution to the Company’s senior executives and other employees of all remaining
accrued and unpaid amounts under that program; (ii) reviewed and approved a new annual cash bonus plan to replace the
Company’s existing variable compensation plan; (iii) considered and approved the company’s proposed uses of equity and equity
awards in fiscal 2006 in connection with enhancements made to the Company’s compensation programs for senior executives and
other employees; and (v) engaged a compensation expert to review the compensation paid to non−management directors and
taking into consideration the results of this review, approved changes to such compensation. The Compensation Committee also
regularly reviewed the Company’s use of equity it had previously approved for use in fiscal 2005 with regard to equity−based
compensation programs and addressed a variety of matters related to such plans.
Lastly, the Compensation Committee reviewed and provided feedback regarding a new career model for over 4,100 of the
Company’s highest−level executives. The new model replaces the internal use of the “partner” title with the more comprehensive
“senior executive” title.
Compensation Philosophy
The Company’s evolving compensation model for its executives intends to preserve the Company’s heritage of an
“owner−operator” culture by aligning the financial interests of its executives and shareholders, and attracting and retaining
executives key to the Company’s success. It offers competitive base compensation and the opportunity to receive significant
incentive compensation based on both individual and Company performance, rewarding behavior we expect of our senior
executives—collaboration, leadership, people development and ethical decision making.
In setting the compensation of the Company’s executive officers, the Compensation Committee considered: (i) input from the
Nominating & Governance Committee regarding the performance of the chief executive officer; (ii) the chief executive officer’s
assessment of the performance of the other executive officers, including an assessment of each individual’s contribution to the
Company’s annual objectives; (iii) feedback from the Company’s senior executive income committee, a committee comprised of
the chief executive officer and other senior executives; and (iv) the results of an evaluation of the Company’s compensation model
against a broad range of large global companies conducted by a third party compensation expert.
15
Fiscal 2005 Executive Compensation
In fiscal 2005, the compensation of the Company’s chief executive officer and its other executive officers consisted of the
following components:
Cash Compensation consisting of:
• Base compensation paid ratably over the annual pay period and determined taking into consideration the individual’s
level of responsibility and industry and other comparable pay levels;
• Individual performance−based compensation paid ratably over the annual pay period and determined at the beginning
of the annual pay period, based on the individual’s job performance during the prior two−fiscal−year period;
• Quarterly variable compensation paid quarterly during the annual pay period, on a trailing four−quarter basis, to the
extent the Company continued to meet annually defined quarterly financial performance objectives; and
• Annual variable compensation, which was not considered by the Compensation Committee for fiscal 2005, since the
Company did not achieve 100% of its original planned quarterly variable compensation for fiscal year 2005.
Equity−Based Compensation consisting of:
• Option awards ranging between 10,934 and 30,720 options to vest in equal amounts over a three−year period ending
August 31, 2007 made to the Company’s highest performing senior executives, with the number of options received by
each recipient being set based on the individual’s level of responsibility and job performance over the past two fiscal
years; and
• Key Executive Performance Awards consisting of performance−based restricted share units ranging between 73,906
and 147,812 restricted share units to vest at the end of three years provided the Company has achieved certain
performance targets. Up to 50% of the award will vest, in whole or in part, based on the Company’s total return to
shareholders, as compared to a representative group of companies during the period starting on September 1, 2004 and
ending on August 31, 2007 (“Performance Period”). The remaining 50% will vest, in whole or in part, based on the
Company’s achievement of operating income targets during the Performance Period. These awards were received only
by some of our most senior executive officers.
Future Enhancements to Executive Compensation
In fiscal 2005, the Compensation Committee approved enhancements to the Company’s compensation programs to be
implemented in fiscal 2006 and thereafter, which will expand the use of restricted share unit awards to senior executives, rather
than cash or stock options at certain promotion points and to recognize outstanding performance, when appropriate.
Beginning in February 2006, the Company’s senior executives (including its executive officers) will be able to participate in a
Voluntary Equity Investment Program, a program through which they may purchase Accenture Ltd Class A common shares and,
subject to certain conditions of continued employment, receive additional share awards, thereby enjoying compensatory benefits
from participation in the program.
In fiscal 2005, the Compensation Committee, looking to move to a more market relevant practice, approved termination of the
Company’s existing cash quarterly and annual variable compensation
16
programs and authorized they be replaced in fiscal 2006 with a single, new annual cash bonus plan that may be used to pay cash
bonuses to senior executives after the end of each fiscal year.
Fiscal 2005 Compensation of the Chief Executive Officer
Mr. Green’s compensation in fiscal 2005 was comprised of those components described above and was set taking into
consideration: (i) the results of a survey conducted by a third party executive compensation expert to evaluate his compensation
against that of chief executive officers of a broad range of large global companies; and (ii) his performance against certain
financial and other measures (including revenue growth, earnings per share performance, growth in free cash flow, return on
equity and employee satisfaction).
Mr. Green’s base and individual performance−based compensation is reported in the “Salary” column of the Summary
Compensation Table on page 22 of this proxy statement. His quarterly variable cash compensation and restricted share unit award
are noted in the columns entitled “Bonus” and “Restricted Share Unit Award,” respectively. In addition, Mr. Green was awarded
an option grant for 30,720 options that, while approved by the Compensation Committee and granted in fiscal 2006, was an award
related to Mr. Green’s performance in fiscal 2005 that was erroneously excluded from the option awards made to the Company’s
highest performing senior executives in fiscal 2005. Mr. Green has no other deferred compensation, supplemental or
post−retirement benefits with the Company. There are no agreements relating to any severance benefits payable to Mr. Green
upon a change of control or otherwise, other than certain provisions relating possible incremental vesting of equity grants upon
involuntary termination which are standard to all similar senior executive equity grants. The value of all perquisites paid to
Mr. Green in fiscal 2005 was less than $50,000.
Fiscal 2006 Compensation of the Chief Executive Officer and Named Executive Officers
The Compensation Committee recently completed deliberation on compensation for fiscal 2006 for Mr. Green and the
Company’s other Named Executive Officers. These currently anticipated amounts, components of such compensation and
performance criteria for executive equity awards, are set forth for comparative purposes in the table under “Named Executive
Officer Compensation for Fiscal 2006” on page 23 of this proxy statement. In making these decisions, the committee undertook a
process similar to that used to determine Mr. Green’s fiscal 2005 compensation.
Deductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code of 1986 places a limit on the tax deduction for compensation in excess of
$1 million paid to certain U.S. “covered employees” of a publicly held corporation (generally the corporation’s chief executive
officer and its next four most highly compensated executive officers in the year that the compensation is paid). As a result of the
Company’s legal structure, Accenture is not subject to the tax deduction limitations of Section 162(m).
THE COMPENSATION COMMITTEE
Sir Mark Moody−Stuart, Chair
Dina Dublon
Dennis F. Hightower
17
Report of the Nominating & Governance Committee
The Nominating & Governance Committee of the Board operates pursuant to a written charter, which can be accessed through
the Corporate Governance section of our website, accessible through our Investor Relations page at http://investor.accenture.com.
The purpose of the Nominating & Governance Committee is to assist the Board in fulfilling its responsibility to the Company and
to its shareholders, potential shareholders, the investment community and other stakeholders by: (1) assessing and nominating (or
recommending to the Board for its nomination) strong and capable candidates to serve on the Board; (2) making recommendations
as to the size, composition, structure, operations, performance and effectiveness of the Board; (3) overseeing the Company’s Chief
Executive Officer succession planning process; (4) conducting the annual review of the Chief Executive Officer; (5) developing
and recommending to the Board a set of corporate governance principles; and (6) taking a leadership role in shaping the corporate
governance of the Company.
The Nominating & Governance Committee met eight times during fiscal 2005 and routinely reported its activities to the full
Board. At these meetings, it:
• reviewed the Chief Executive Officer’s performance as well as management’s assessment of the Company’s performance,
and approved metrics for evaluating the Chief Executive Officer’s performance for the upcoming fiscal year;
• discussed and agreed upon the nomination of the current directors for appointment at the Annual Meeting;
• assessed each non−management director’s independence based upon the Company’s independence standards and those of
the NYSE, and made recommendations to the Board regarding each non−management director’s independence;
• considered amendments to the Company’s bye−laws and approved a proposal to present such amendments to a shareholder
vote;
• retained compensation experts to evaluate the Board’s compensation and approved changes to the compensation of
non−management members of the Board;
• discussed best practices and evolving developments in the area of corporate governance; and
• undertook a search for potential candidates to serve as members of the Board, which remains on−going.
The Nominating & Governance Committee has taken note of the extensive discussion of the issue of majority voting for Board
candidates and the important corporate governance implications of this issue. Under its bye−laws and the Companies Act 1981 of
Bermuda, Accenture has a majority voting regime for the appointment of directors, as described on page 3, above. The Board
continues to believe such a voting regime is most appropriate for Accenture and its shareholders.
The Nominating & Governance Committee will continue to focus on ensuring that the Company’s governance model
promotes the efficient and thorough governance of the Company for its benefit and that of its shareholders.
THE NOMINATING & GOVERNANCE
COMMITTEE
Wulf von Schimmelmann, Chair
Robert I. Lipp
Dennis F. Hightower
18
Report of the Finance Committee
The Finance Committee of the Board operates pursuant to a written charter, which may be accessed through the Corporate
Governance section of our website, accessible through our Investor Relations page at http://investor.accenture.com. The purpose
of the Finance Committee is to assist the Board by providing oversight of the Company’s: (1) capital and legal structure, including
its corporate finance strategy and activities; (2) senior executive share transactions; (3) treasury function, investment management
and financial risk management; (4) pension and 401(k) retirement plans; (5) insurance plans; and (6) major acquisitions.
During fiscal 2005, the Finance Committee met six times and routinely reported its activities to the full Board. During these
meetings, it reviewed and approved the Company’s share repurchase activity, discussed and approved transactions involving
Accenture shares received in connection with Accenture’s transition to a corporate structure, reviewed and provided input
regarding the Company’s five−year strategic financial plan and financial architecture, provided management with input regarding
its future uses of cash, reviewed and discussed the Company’s mergers & acquisitions strategy, and considered the Company’s
access to debt markets.
THE FINANCE COMMITTEE
Dina Dublon, Chair
Robert I. Lipp
Sir Mark Moody−Stuart
19
PROPOSAL NO. 2— RE−APPOINTMENT OF INDEPENDENT AUDITORS
Our shareholders have the authority to appoint our independent auditors and to authorize the Audit Committee of the Board to
determine the auditors’ remuneration. Upon the Audit Committee’s recommendation, the Board has recommended the
re−appointment of KPMG LLP as the independent auditors to audit our consolidated financial statements for the fiscal year
ending August 31, 2006. The Board is asking our shareholders to approve the re−appointment of KPMG LLP as auditors to hold
office until our annual general meeting of shareholders in 2007 and to approve the Audit Committee’s authority to determine the
auditors’ remuneration.
We expect that one or more representatives of KPMG LLP will be present at the Annual Meeting. Each of these
representatives will have the opportunity to make a statement, if he or she desires, and is expected to be available to respond to
any questions.
THE BOARD RECOMMENDS THAT YOU VOTE “FOR” THE RE−APPOINTMENT OF KPMG LLP AND THE
AUDIT COMMITTEE’S AUTHORITY TO DETERMINE KPMG LLP’S REMUNERATION.
20
INDEPENDENT AUDITORS’ FEES AND OTHER MATTERS
Independent Auditors’ Fees
In connection with the audit of our financial statements and internal control over financial reporting for fiscal 2005, we
entered into an agreement with KPMG LLP which sets forth the terms by which KPMG LLP will perform audit services for the
Company. That agreement is subject to alternative dispute resolution procedures, an exclusion of punitive damages and various
other provisions.
The following table describes fees expensed for professional audit services rendered by KPMG LLP and its affiliates
(KPMG), Accenture Ltd’s principal accountant, for the audit of our annual financial statements for the years ended August 31,
2005 and August 31, 2004 and internal control over financial reporting, and fees expensed for other services rendered by KPMG
during those periods.
2005
2004
(in thousands)
Audit Fees(1)
Audit Related Fees(2)
Tax Fees(3)
All Other Fees(4)
$ 11,091
1,004
26
202
$ 6,425
2,742
652
130
Total
$ 12,323
$ 9,949
(1)
Audit Fees, including those for statutory audits, include the aggregate fees expensed by Accenture during the fiscal year
indicated for professional services rendered by KPMG for the audit of Accenture Ltd’s and Accenture SCA’s annual financial
statements and review of financial statements included in Accenture’s Forms 10−Q and Form 10−K. For fiscal 2005, Audit Fees
includes fees for the audit of Accenture’s internal control over financial reporting.
(2)
Audit Related Fees include the aggregate fees expensed by Accenture during the fiscal year indicated for assurance and related
services by KPMG that are reasonably related to the performance of the audit or review of Accenture Ltd’s and Accenture
SCA’s financial statements and not included in Audit Fees, including review of registration statements and issuance of consents.
Audit Related Fees also include fees for accounting advice and opinions related to various employee benefit plans and fees for
internal control documentation assistance.
(3)
Tax Fees include the aggregate fees expensed by Accenture during the fiscal year indicated for professional services rendered
by KPMG for tax compliance, tax advice and tax planning.
(4)
All Other Fees include the aggregate fees expensed by Accenture during the fiscal year indicated for products and services
provided by KPMG, other than the services reported above, including due diligence reviews.
Procedures For Audit Committee Pre−Approval of Audit and Permissible Non−Audit Services of Independent Auditor
Pursuant to its charter, the Audit Committee of the Board is responsible for reviewing and approving, in advance, any audit
and any permissible non−audit engagement or relationship between Accenture and its independent auditors. The Audit Committee
has delegated to its Chair the authority to review and pre−approve any such engagement or relationship, which may be proposed
in between its regular meetings. Any such pre−approval is subsequently considered and ratified by the Audit Committee at the
next regularly scheduled meeting. KPMG LLP’s engagement to conduct the audit of Accenture Ltd for fiscal 2005 was approved
by the Audit Committee on November 4, 2004.
We have been advised by KPMG LLP that a majority of the work done in conjunction with its audit of Accenture Ltd’s
financial statements for the most recently completed fiscal year was performed by permanent full−time employees and partners of
KPMG LLP.
21
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Summary Compensation Table
The following table sets forth, for fiscal years 2005, 2004 and 2003, the compensation for our Chief Executive Officer and for
each of our four most highly compensated executive officers, other than the Chief Executive Officer, serving as executive officers
at the end of fiscal 2005. These five persons are referred to, collectively, as the “Named Executive Officers.”
Long−Term Compensation Awards
Annual Compensation
William D. Green
Chief Executive Officer
Michael G. McGrath
Chief Financial Officer
Mark Foster
Chief Executive— Products Operating
Group
Karl−Heinz Flöther
Chief Executive— Technology & Delivery
Diego Visconti
Chief Executive— Communications &
High Tech Operating Group
Year
Salary(1)
($)
Bonus(2)
($)
2005
2004
2003
2005
2004
2003
2005
2004
2,107,500
1,639,500
1,518,000
1,785,808
1,451,535
1,716,000
2,211,040
1,557,748
199,362
79,282
67,735
1,122,929(3 )
66,066
76,570
202,612
72,350
2003
2005
2004
2003
2005
2004
2003
1,234,916
2,063,106
1,482,226
1,261,069
1,648,930
1,302,130
1,225,695
Restricted
Share Unit
Award(s)(5)
($)
Securities
Underlying
Options(6)
(#)
—
—
—
—
—
—
—
—
3,749,990
—
—
—
—
—
1,874,995
—
—
—
—
27,335
—
—
32,529
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,874,995
—
—
1,874,995
—
—
—
28,975
—
—
25,968
—
—
—
—
—
—
—
—
—
Other Annual
Compensation(4)
(#)
44,333
191,609
71,638
56,282
178,780
80,556
56,985
All Other
Compensation
($)
(1)
Includes base and individual performance−based cash compensation paid in fiscal 2005.
(2)
Except as otherwise indicated, consists of variable compensation payments.
(3)
Includes an aggregate of $967,500 in cash incentive bonuses payable in connection with Mr. McGrath’s July 12, 2004 appointment and continued
service as Chief Financial Officer of the Company.
(4)
The aggregate amount of perquisites and other personal benefits, securities or property received by any Named Executive Officer does not exceed
$50,000.
(5)
On March 4, 2005, each of Mssrs. Green, Foster, Flöther and Visconti was granted a performance−based award of restricted share units. Mr. Green
received an award of 147,812 restricted share units and each of Mssrs. Foster, Flöther and Visconti received an award of 73,906 restricted share units.
These restricted share units may vest, in whole or in part, at the end of Accenture’s fiscal year ending August 31, 2007. The vesting schedule for the
award is based on the achievement of certain targets for the period starting on September 1, 2004 and ending on August 31, 2007 (the “Performance
Period”), and vests based on two different sets of performance criteria. Up to 50% of the award will vest, in whole or in part, based upon Accenture’s
total shareholder return, as compared to a representative group of companies during the Performance Period. The remaining 50% of the award will
vest, in whole or in part, based upon the achievement of operating income targets by Accenture for the Performance Period. If dividends are declared
on Accenture Ltd Class A common shares while the restricted share units are outstanding, the number of restricted share units to be granted will be
adjusted to reflect the payment of such dividends. At August 31, 2005, the value of Mr. Green’s award was $3,606,613, and the value of each of
award granted to Mssrs. Foster, Flöther and Visconti was $1,803,306, based upon the last reported price of Accenture Ltd Class A common shares on
that date.
(6)
Indicates the number of Accenture Ltd Class A common shares underlying options granted on February 18, 2005. For more information on these
option grants see “— Option Grants in Last Fiscal Year.”
22
Named Executive Officer Compensation for Fiscal 2006
The Compensation Committee of the Board recently undertook its regular annual review of the compensation of its executive
officers, and approved compensation amounts for fiscal 2006. Although this information remains subject to change and some
compensation information will, by its nature, not be available until late fiscal 2006, management and the Board believe that
providing this information now provides investors with more timely access to currently available information regarding the
compensation of its executive officers for fiscal 2006.
Long−Term Compensation Awards
Annual Compensation
Salary(1)
($)
William D. Green(4)
Chief Executive Officer
Michael G. McGrath
Chief Financial Officer
Mark Foster
Chief Executive— Products Operating Group
Karl−Heinz Flöther
Chief Executive— Technology & Delivery
Diego Visconti
Chief Executive— Communications &
High Tech Operating Group
Bonus(2)
($)
2,370,000
1,830,000
Other Annual
Compensation
(#)
—
1,170,000(5)
Restricted
Share Unit
Award(s)(3)
($)
Securities
Underlying
Options
(#)
All Other
Compensation
($)
—
6,028,949
—
—
—
—
—
—
2,150,400
—
—
1,884,047
—
—
2,174,400
—
—
1,884,047
—
—
1,956,960
—
—
1,884,047
—
—
(1)
Includes base and individual performance−based cash compensation to be paid in fiscal 2006.
(2)
Information regarding 2006 payments that may be paid under Accenture’s Annual Bonus Plan is not currently available.
(3)
Mr. Green received an award of 206,896 restricted share units and each of Mssrs. Foster, Flöther and Visconti received an award of 64,655 restricted
share units. The value of these awards, listed in the table above, was based on the last reported closing price for the Accenture Ltd Class A common
shares on the date of grant. The awarded grants may vest, in whole or in part, at the end of Accenture’s fiscal year ending August 31, 2008. The
vesting schedule for the award is based on the achievement of certain targets for the period starting on September 1, 2005 and ending on August 31,
2008 (the “Performance Period”), and vests based on two different sets of performance criteria. Up to 25% of the award will vest, in whole or in part,
based upon Accenture’s total shareholder return, as compared to a representative group of companies during the Performance Period. The remaining
75% of the award will vest, in whole or in part, based upon the achievement of operating income targets by Accenture for the Performance Period. If
dividends are declared on Accenture Ltd Class A common shares while the restricted share units are outstanding, the number of restricted share units
to be granted will be adjusted to reflect the payment of such dividends.
(4)
In addition to the compensation reflected above, on October 27, 2005 a stock option to purchase 30,720 Accenture Ltd Class A common shares was
awarded to Mr. Green. The grant was awarded in recognition of Mr. Green’s performance in fiscal 2005 but was erroneously excluded from the
option awards made to the Company’s highest performing senior executives on February 18, 2005. The option, which has an exercise price of $25.94
per share and an expiration date of October 27, 2015, will vest as follows: one−third of the grant was fully vested on the date of grant, and an
additional one−third will vest on each of August 31, 2006 and August 31, 2007.
(5)
Mr. McGrath may receive up to an additional $1,170,000 in cash incentive bonuses payable in connection with his continued service as Chief
Financial Officer of the Company. These milestone payments would be paid as follows: $181,000 on December 31, 2005, $363,000 on April 30, 2006
and $626,000 on August 31, 2006.
Compensation Committee Interlocks
We do not have any compensation committee interlocks. Our Compensation Committee is comprised solely of independent
directors.
23
Option Grants in Last Fiscal Year
Individual Grants
Name
William D. Green
Michael G. McGrath
Mark Foster
Karl−Heinz Flöther
Diego Visconti
Percent of
Total
Options/SARs
Granted to
Employees in
Fiscal Year
Number of
Securities
Underlying
Option/SARs
Granted(#)
—
27,335(1)
32,529(2)
28,975(3)
25,968(1)
—
0.13%
0.15%
0.14%
0.12%
Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation
for Option Term($)
Exercise
or Base
Price
($/share)
Expiration
Date
5%
10%
—
$ 24.73
24.73
24.73
25.44
—
2/18/2015
2/18/2015
2/18/2015
2/18/2015
—
$ 425,129
505,909
450,636
385,452
—
$ 1,077,361
1,282,074
1,141,999
1,005,067
(1) Consists of a stock option granted on February 18, 2005. All shares were fully vested as of the grant date.
(2) Consists of a stock option granted on February 18, 2005. One−third of the shares vested on August 31, 2005, and an additional one− third of the shares
will vest on each of August 31, 2006 and August 31, 2007, subject to continued employment with the Company.
(3) Consists of a stock option granted on February 18, 2005. One−third of the shares was fully vested as of the grant date, and an additional one−third of the
shares will vest on each of August 31, 2006 and August 31, 2007, subject to continued employment with the Company.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year−End Option Values
Name
William D. Green
Michael G. McGrath
Mark Foster
Karl−Heinz Flöther
Diego Visconti
Shares
Acquired
Upon
Exercise(1)
(#)
—
—
—
—
—
Value
Realized
($)
—
—
—
—
—
Number of Securities
Underlying
Unexercised Options at
August 31, 2005(#)
Exercisable
Unexercisable
—
27,335
10,842
9,658
25,968
—
—
21,687
19,317
—
Value of Unexercised
In−the−money Options
at August 31, 2005($)
Exercisable
Unexercisable
—
—
—
—
—
—
—
—
—
—
(1) None of the Named Executive Officers exercised any options during fiscal 2005.
Compensation of Non−Management Directors
No director who is an Accenture employee receives additional compensation for serving as a director.
Except as noted below, each director who is not an employee of Accenture Ltd or its subsidiaries receives the following
compensation:
• upon appointment to the Board, an initial grant of fully−vested restricted share units having, at the time of grant, an
aggregate market value of $150,000, with delivery scheduled after twelve months;
• an annual grant of fully−vested restricted share units having, at the time of grant, an aggregate market value of $150,000,
with delivery scheduled after twelve months; and
• an annual retainer of $70,000, which may be received in the form of cash, fully−vested restricted share units with delivery
scheduled after twelve months or a combination of cash and restricted share units except that our Lead Director receives an
annual retainer of $125,000.
24
In addition, certain directors receive additional cash compensation for their service on committees of the Board:
• each member of our Audit Committee receives compensation of $5,000 each year; and
• the Chairperson of each committee of the Board receives compensation of $5,000 each year, except that the Chairperson of
the Audit Committee receives compensation of $10,000 each year.
Furthermore, in February 2005 the Board adopted a policy requiring each non−management director to, within three years of
his or her appointment and for the duration of that director’s service, retain ownership of Accenture equity having a market value
equal to three times the value of the annual equity grants being made to directors at the time at which the ownership requirement
is assessed.
Steven A. Ballmer has elected not to receive any compensation for his service as a director, and the Nominating &
Governance Committee has determined that Mr. Ballmer will not be subject to the equity ownership requirements described
above.
Employment Contracts
Each of our Chief Executive Officer and our Named Executive Officers who are current Accenture employees has entered into
an annual employment agreement which is renewed automatically each year. The employment agreements, which are standard
employment contracts for Accenture’s senior executives, provide that these executive officers will receive compensation as
determined by Accenture. Pursuant to the employment agreements, each of the executive officers has also entered into a
non−competition agreement whereby each has agreed that, for a specified period, he or she will not (1) associate with and engage
in competing services for any competitive enterprise; or (2) solicit or assist any other entity in soliciting any client or prospective
client for the purposes of providing competing services, perform competing services for any client or prospective client, or
interfere with or damage any relationship between us and a client or prospective client. In addition, each of these executive
officers has agreed that for the restricted period he or she will not solicit or employ any Accenture employee or any former
employee who ceased working for us within an 18−month period before or after the date on which the executive officer’s
employment with us or any of our affiliates terminated.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under the federal securities laws, our directors, executive officers and beneficial owners of more than 10% of Accenture Ltd’s
Class A common shares or Class X common shares are required within a prescribed period of time to report to the Securities and
Exchange Commission transactions and holdings in Accenture Ltd Class A common shares and Class X common shares. Our
directors and executive officers are also required to report transactions and holdings in Accenture SCA Class I common shares.
Based solely on a review of the copies of such forms received by us and on written representations from certain reporting persons
that no annual corrective filings were required for those persons, we believe that during fiscal 2005 all these filing requirements
were timely satisfied.
25
PERFORMANCE GRAPH
The performance graph below shows the cumulative total shareholder return on the Class A common shares for the period
starting on July 19, 2001, which was the initial trading date of the Class A common shares, to August 31, 2005, which was the end
of fiscal 2005. This is compared with the cumulative total returns over the same period of the S&P 500 Index and a peer group
index consisting of Cap Gemini SA, Computer Sciences Corporation, Electronic Data Systems Corporation, Hewlett−Packard
Company, International Business Machines Corporation and BearingPoint, Inc. The graph assumes that on July 19, 2001, $100
was invested in our Class A common shares and $100 was invested in each of the other two indices, with dividends reinvested on
the date of payment without payment of any commissions. The performance shown in the graph represents past performance and
should not be considered an indication of future performance.
Comparison of Cumulative Total Return
July 19, 2001 to August 31, 2005
Accenture vs. S&P 500 Stock Index and Peer Group Index
*
The graph is based on an initial price per share of $14.50 for the Class A common shares, which was the initial public offering price on July 19, 2001.
The last sales price on that date on the New York Stock Exchange was $15.17.
26
BENEFICIAL OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth, as of December 5, 2005, information regarding the beneficial ownership of Accenture Ltd
Class A common shares and Class X common shares and of Accenture SCA Class I common shares held by: (1) each of our
directors, director nominees and Named Executive Officers; and (2) all of our directors, director nominees and executive officers
as a group. To our knowledge, except as otherwise indicated, each of the persons or entities listed below has sole voting and
investment power with respect to the shares beneficially owned by him or her. For purposes of the table below, “beneficial
ownership” is determined in accordance with Rule 13d−3 under the Securities Exchange Act of 1934, pursuant to which a person
or group of persons is deemed to have “beneficial ownership” of any shares that such person has the right to acquire within
60 days after December 5, 2005. For purposes of computing the percentage of outstanding Accenture Ltd Class A common shares
and/or Class X common shares and/or Accenture SCA Class I common shares held by each person or group of persons named
below, any shares that such person or persons has the right to acquire within 60 days after December 5, 2005 are deemed to be
outstanding but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.
Accenture SCA Class I
common shares
Name(1)
Joe W. Forehand(2)(3)
William D. Green(2)(4)
Steven A. Ballmer
Dina Dublon(5)
Dennis F. Hightower
William L. Kimsey(6)
Robert I. Lipp(5)
Blythe J. McGarvie(5)
Mark Moody−Stuart(5)
Wulf von Schimmelmann(7)
Carlos Vidal(2)(8)
Karl−Heinz Flöther(9)
Mark Foster(10)
Michael G. McGrath(2)(11)
Diego Visconti(2)(12)
All directors and executive
officers as a group (23 persons)
shares
beneficially
owned
% shares
beneficially
owned
Accenture Ltd Class A
common shares
shares
beneficially
owned
% shares
beneficially
owned
Accenture Ltd Class X
common shares
shares
beneficially
owned
% shares
beneficially
owned
Percentage of the
total number of
Class A and Class X
common shares
beneficially owned
570,352
702,031
—
—
—
—
—
—
—
—
324,225
—
—
693,999
630,878
*%
*
—
—
—
—
—
—
—
—
*
—
—
*
*
1,000
10,239
—
62,301
—
36,094
199,448
59,603
73,081
55,000
9,020
241,245
537,042
27,335
25,968
**%
**
—
**
—
**
**
**
**
**
**
**
**
**
**
570,352
702,031
—
—
—
—
—
—
—
—
—
—
—
693,999
—
***%
***
—
—
—
—
—
—
—
—
—
—
—
***
—
****%
****
—
****
****
****
****
****
****
****
****
****
****
****
****
5,246,462
1.9%
2,464,469
**%
4,291,359
1.5%
****%
*
**
***
****
(1)
(2)
Less than 1% of Accenture SCA’s Class I common shares outstanding.
Less than 1% of Accenture Ltd’s Class A common shares outstanding.
Less than 1% of Accenture Ltd’s Class X common shares outstanding.
Less than 1% of the total number of Accenture Ltd’s Class A common shares and Class X common shares outstanding.
Address for all persons listed is c/o Accenture, 1661 Page Mill Road, Palo Alto, California 94304 USA.
Subject to the provisions of its Articles of Association, Accenture SCA is obligated, at the option of the holder of its shares and at any time, to redeem
any outstanding Accenture SCA Class I common shares held by the holder. The redemption price per share generally is equal to its current market
value as determined in accordance with Accenture SCA’s Articles of Association. Accenture SCA has the option to pay this redemption price with
cash or by delivering Accenture Ltd Class A common shares on a one−for−one basis. Each time an Accenture SCA Class I common share is
redeemed from a holder, Accenture Ltd has the option, and intends to, redeem an Accenture Ltd Class X common share from that holder, for a
redemption price equal to the par value of the Accenture Ltd Class X common share, or $.0000225.
(3) Includes 200,000 Accenture SCA Class I common shares held by a limited partnership in which Mr. Forehand has a beneficial interest.
(4) Consists of 10,239 Accenture Ltd Class A common shares that could be acquired through the exercise of stock options within 60 days from
December 5, 2005.
(5) Includes 55,000 Accenture Ltd Class A common shares that could be acquired through the exercise of stock options within 60 days from December 5,
2005.
(6) Includes 35,000 Accenture Ltd Class A common shares that could be acquired through the exercise of stock options within 60 days from December 5,
2005.
(7) Consists of 55,000 Accenture Ltd Class A common shares that could be acquired through the exercise of stock options within 60 days from
December 5, 2005.
(8) Consists of 9,020 Accenture Ltd Class A common shares that could be acquired through the exercise of stock options within 60 days from
December 5, 2005.
(9) Includes 9,658 Accenture Ltd Class A common shares that could be acquired through the exercise of stock options within 60 days from December 5,
2005.
(10) Includes 10,842 Accenture Ltd Class A common shares that could be acquired through the exercise of stock options within 60 days from December 5,
2005.
(11) Consists of 27,335 Accenture Ltd Class A common shares that could be acquired through the exercise of stock options within 60 days from
December 5, 2005.
(12) Consists of 25,968 Accenture Ltd Class A common shares that could be acquired through the exercise of stock options within 60 days from
December 5, 2005.
27
CERTAIN TRANSACTIONS AND RELATIONSHIPS
Senior Executive Tax Costs
We have informed certain of our senior executives that if a senior executive reports for tax purposes the transactions involved
in connection with our transition to a corporate structure, we will provide a legal defense to that individual if his or her reporting
position is challenged by the relevant tax authority. In the event such a defense is unsuccessful, and the senior executive is then
subject to extraordinary financial disadvantage, we will review such circumstances for that individual and find an appropriate way
to avoid severe financial damage to that individual.
Transactions with Directors
Berthold von Schimmelmann is employed by Accenture at an annual salary of approximately $66,000 for fiscal 2006. Mr. von
Schimmelmann is the son of Wulf von Schimmelmann, one of our non−management directors.
28
BENEFICIAL OWNERS OF MORE THAN FIVE PERCENT
OF ANY CLASS OF VOTING SECURITIES
As of December 5, 2005, the only persons known by us to be beneficial owners of more than five percent of Accenture Ltd
Class A common shares or Class X common shares were as follows:
Accenture Ltd Class A
common shares
Shares
beneficially
owned
Name and Address of Beneficial Owner
Stichting Naritaweg I
Naritaweg 155
1043 BW Amsterdam
The Netherlands
Stichting Naritaweg II
Naritaweg 155
1043 BW Amsterdam
The Netherlands
Wellington Management Co. LLP
75 State Street
Boston, Massachusetts 02109
Massachusetts Financial Services Company
500 Boylston Street
Boston, Massachusetts 02116
Barclays Global Investors, NA et. al
45 Fremont Street
San Francisco, California 94105
Accenture Ltd Class X
common shares
% of Shares
beneficially
owned
Shares
beneficially
owned
% of Shares
beneficially
owned
Percentage of the
total number of
Class A and Class X
common shares
beneficially owned
—
—
18,018,794(1)
6.4%
2.1%
—
—
21,395,634(1)
7.6%
2.5%
40,013,545(2)
7.0%
—
—
4.7%
29,511,390(3)
5.2%
—
—
3.5%
29,424,290(4)
5.2%
—
—
3.5%
(1) Two Dutch foundations, Stichting Naritaweg I and Stichting Naritaweg II, hold Accenture Ltd Class X common shares that would otherwise have been
held by some of our senior executives.
(2) Based on information set forth in a Schedule 13G filed with the Securities and Exchange Commission on February 14, 2005 by Wellington Management
Co. LLP, reporting shared power to vote or direct the vote over 26,863,147 Class A common shares and shared power to dispose or direct the disposition
of 40,013,545 Class A common shares.
(3) Based on information set forth in a Schedule 13G filed with the Securities and Exchange Commission on February 8, 2005 by Massachusetts Financial
Services Company, reporting sole power to vote or direct the vote over 26,545,447 Class A common shares and sole power to dispose or direct the
disposition of 29,511,390 Class A common shares.
(4) Based on information set forth in a Schedule 13G filed with the Securities and Exchange Commission on February 15, 2005 by Barclays Global
Investors, NA and certain related entities, reporting sole power to vote or direct the vote over 27,145,076 Class A common shares and sole power to
dispose or direct the disposition of 29,424,290 Class A common shares.
As of December 5, 2005, Accenture SCA and certain wholly−owned subsidiaries of Accenture SCA and Accenture Ltd
directly and indirectly beneficially owned an aggregate of 39,123,882 Accenture Ltd Class A common shares, or 6.9% of the
outstanding Class A common shares. Accenture SCA and these subsidiaries will exercise their power to vote or direct the vote of
the Class A common shares beneficially owned by them in a manner that will have no impact on the outcome of any vote of the
shareholders of Accenture Ltd.
SUBMISSION OF FUTURE SHAREHOLDER PROPOSALS
Our annual general meeting of shareholders for 2007 is expected to occur in February 2007. In accordance with the rules
established by the SEC, any shareholder proposal submitted pursuant to Rule 14a−8 to be included in the proxy statement for that
meeting must be received by us by August 31, 2006. If you would like to submit a shareholder proposal to be included in those
proxy materials, you should send your proposal to our General Counsel and Secretary at 1661 Page Mill Road, Palo Alto,
29
California, 94304, USA. In order for your proposal to be included in the proxy statement, the proposal must comply with the
requirements established by the SEC.
Bermuda law provides that shareholders who collectively hold at least 5% of the total voting rights of the outstanding Class A
common shares and Class X common shares, or any group comprised of at least 100 or more registered shareholders, may require
a proposal to be submitted to an annual general meeting of shareholders. Bermuda law generally requires that notice of such a
proposal must be deposited at Accenture’s registered office not less than six weeks before the date of the meeting.
These advance notice provisions of Bermuda law are in addition to, and separate from, the requirements that a shareholder
must meet in order to have a proposal included in the proxy statement under the rules of the Securities and Exchange
Commission.
A proxy granted by a shareholder will give discretionary authority to the proxies to vote on any matters introduced pursuant to
the above advance notice provisions of Bermuda law, subject to applicable rules of the SEC.
INCORPORATION BY REFERENCE
To the extent that this proxy statement is incorporated by reference into any other filing under the Securities Act of 1933 or
the Securities Exchange Act of 1934, the sections of this proxy statement entitled “Report of the Audit Committee” (to the extent
permitted by the rules of the SEC), “Report of the Compensation Committee on Executive Compensation,” “Report of the Finance
Committee,” “Report of the Nominating & Governance Committee” and “Performance Graph” will not be deemed incorporated,
unless specifically provided otherwise in that other filing.
SUBMITTING YOUR PROXY BY TELEPHONE OR VIA THE INTERNET
You may submit your proxy either by mail, by telephone or via the Internet. Please see the proxy card that accompanies this
proxy statement for specific instructions on how to submit your proxy by any of these methods.
If you submit your proxy by telephone or via the Internet, then in order for your vote to be counted, your proxy must be
received by 11:59 p.m., Eastern Standard Time, on January 31, 2006 (January 27, 2006 for Accenture employees who are
submitting proxies for shares received through our employee plans and held by Smith Barney). Even if you submit your proxy by
telephone or via the Internet, you can still vote your shares in person if you decide to attend the Annual Meeting.
The telephone and Internet proxy submission procedures are designed to authenticate shareholders’ identities, to allow
shareholders to give their voting instructions and to confirm that shareholders’ instructions have been recorded properly. We have
been advised that the Internet proxy submission procedures that have been made available to you are consistent with the
requirements of applicable law. If you submit your proxy via the Internet, then you should understand that there may be costs
associated with electronic access, such as usage charges from Internet access providers and telephone companies, which you must
bear.
ELECTRONIC DELIVERY OF SHAREHOLDER COMMUNICATIONS
Our shareholder communications are available electronically. You may elect to receive or access future copies of these
materials electronically as an alternative to receiving printed copies by mail. By signing up for electronic delivery, you can receive
shareholder communications as soon as they are available without waiting for them to arrive in the mail. You can also reduce the
number of bulky documents in your personal files, eliminate duplicate mailings, conserve natural resources and help us reduce our
printing and mailing costs. If you are an employee shareholder, then you will receive these
30
materials electronically but will have the right to receive printed copies by mail. To sign up for electronic delivery, please submit
your proxy via the Internet at www.cesvote.com and, when prompted, indicate that you agree to receive or access shareholder
communications electronically in future years, or you can check the box on your proxy card to indicate that you agree to receive
or access these communications electronically. If you are an employee shareholder who would like to receive printed copies by
mail, or if you would like to revoke your previously provided consent to electronic delivery, you may write or call our Investor
Relations Group at the following address or phone number: Accenture, Investor Relations, 1345 Avenue of the Americas, New
York, New York 10105 USA, telephone number +1 877−ACN−5659 (+1 877−226−5659) in the United States and Puerto Rico
and +1 703−797−1711 outside the United States and Puerto Rico.
HOUSEHOLDING OF SHAREHOLDER DOCUMENTS
We may send a single set of shareholder documents to any household at which two or more shareholders reside. This process
is called “householding.” This reduces the volume of duplicate information received at your household and helps us to reduce our
costs. Your materials may be househeld based on your prior express or implied consent. If your materials have been househeld
and you wish to receive separate copies of these documents, you may write or call our Investor Relations Group at the following
address or phone number: Accenture, Investor Relations, 1345 Avenue of the Americas, New York, New York 10105 USA,
telephone number +1 877−ACN−5659 (+1 877−226−5659) in the United States and Puerto Rico and +1 703−797−1711 outside
the United States and Puerto Rico.
December 29, 2005
31
Submit your Proxy by Internet
at http://www.cesvote.com
Have your proxy card available when you access the website at
http://www.cesvote.com and follow the simple instructions to record your
proxy.
Submit your Proxy by
Telephone at 1−888−693−8683
Have your proxy card available when you call 1−888−693−8683 using a
touch−tone phone and follow the simple instructions to record your proxy.
Submit your Proxy by Mail
Please mark, sign and date your proxy card and return it in the postage−paid
envelope provided or mail it to: National City Bank, P.O. Box 535600,
Pittsburgh, PA 15253.
Submit Your Proxy
by Internet
Access the website and
cast your vote:
http://www.cesvote.com
Submit Your Proxy
by Telephone
Call toll−free using a
touch−tone phone:
1−888−693−8683
Submit your proxy 24 hours a day, 7 days a week!
If you vote by Internet or telephone, please do not mail your proxy card.
Submit Your Proxy
by Mail
Return your
proxy in the
envelope provided
è
ê
Proxy must be signed and dated below.
Please fold and detach card at perforation before mailing.
ê
Accenture Ltd
Proxy
This proxy is solicited on behalf of the Board of Directors for the 2006 Annual General Meeting of Shareholders.
The undersigned hereby appoints William D. Green, Michael G. McGrath and Douglas G. Scrivner as proxies, each with full power of substitution, and
hereby authorizes each of them to represent and to vote, as designated on the reverse side, all Class A common shares and Class X common shares of
Accenture Ltd held of record by the undersigned on December 5, 2005, at the 2006 Annual General Meeting of Shareholders to be held on February 1, 2006
and at any adjournment or postponement thereof. The undersigned hereby further authorizes such proxies to vote in their discretion upon such other matters
as may properly come before such Annual General Meeting of Shareholders and at any adjournment or postponement thereof.
Signature
Signature (if held by joint tenants)
Date:
Please sign this proxy card exactly as your name appears to the left. Proxies
should be dated when signed. When shares are held by joint tenants, both
should sign. When signing as attorney, executor, administrator, trustee,
guardian or other similar capacity, please give your full title as such. If a
corporation, a duly authorized officer of the corporation should sign on behalf
of the corporation, or the seal of the corporation should be affixed. If a
partnership, a partner should sign in the partnership’s name.
Electronic Access To Future Documents Now Available
You have the option to access our future shareholder communications (e.g., annual reports, proxy statements, interim communications) over the Internet,
instead of receiving those documents in the mail. Your participation is completely voluntary. If you give your consent, you will receive a notice by email,
informing you that materials are available and providing you with the Internet location where these materials are available. Our material will be presented in
PDF format. There is no cost to you for this service other than any charges you may incur from your Internet provider, telephone and/or cable company.
Once you give your consent, it will remain in effect until you inform us otherwise. You may revoke your consent at any time after you give it by sending a
written notice to Accenture’s Secretary at 1661 Page Mill Rd, Palo Alto, California 94304, Attn: Corporate Secretary.
To give your consent, please follow the prompts when you vote by telephone or over the Internet or check the appropriate box located at the bottom of the
attached proxy card when you vote by mail.
Your vote is important!
Please submit your proxy via the Internet or by telephone using the instructions on the reverse side of this proxy card, or mark, sign, date and return this
proxy card in the enclosed reply envelope. In order for your mailed proxy to be counted, your proxy must be received no later than January 31, 2006
(January 27, 2006 if your shares are held through Smith Barney). Submitting your proxy will not affect your right to vote in person if you decide to attend
the Annual General Meeting of Shareholders.
Proxy must be signed and dated on the reverse side.
ê Please fold and detach card at perforation before mailing. ê
Accenture Ltd
Proxy
THIS PROXY, WHEN PROPERLY EXECUTED AND DELIVERED, WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED
SHAREHOLDER. IF YOU SIGN AND RETURN THIS PROXY BUT NO DIRECTIONS ARE GIVEN, THEN THIS PROXY WILL BE VOTED
“FOR” PROPOSALS 1 AND 2 AND IN THE DISCRETION OF THE PROXIES UPON SUCH OTHER MATTERS AS MAY PROPERLY
COME BEFORE THE ANNUAL GENERAL MEETING OF SHAREHOLDERS.
The Board of Directors of Accenture Ltd recommends that you vote FOR Proposals 1 and 2.
1.
2.
o
o
Appointment of the following nominees to the Board of Directors:
(1) Dina Dublon:
o FOR
o AGAINST
o ABSTAIN
(2) William D. Green:
o FOR
o AGAINST
o ABSTAIN
Re−appointment of KPMG LLP as independent auditors for the 2006 fiscal year and authorization of the Audit Committee of the Board of
Directors to determine KPMG LLP’s remuneration.
o FOR
o AGAINST
o ABSTAIN
Please check this box if you plan to attend the Annual General
Meeting of Shareholders.
Please check this box if you consent to access future shareholder
communications via the Internet.
IMPORTANT—THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
EXHIBIT VI
MEMORANDUM OF CONTINUANCE OF ACCENTURE LTD,
DATED FEBRUARY 21, 2001
Exhibit 3.1
BERMUDA
THE COMPANIES ACT 1981
MEMORANDUM OF CONTINUANCE OF
COMPANY LIMITED BY SHARES
(Section 132C(2))
MEMORANDUM OF CONTINUANCE
OF
ACCENTURE LTD
(hereinafter referred to as “the Company”)
1. The liability of the members of the Company is limited to the amount (if any) for the time being unpaid on the shares respectively held by them.
2. The Company is an exempted company as defined by the Companies Act 1981.
3. The authorised share capital of the Company is US$30,000 divided into 30,000 shares of US$1.00 each. The minimum share capital of the
company is US$12,000.
4. The Company shall not have power to hold land situated in Bermuda.
5. Details of Incorporation:
The Company was incorporated in Curacao under the Commercial Code of the Netherlands Antilles, on 8 December 1995 under the name A.C.
Technology (ACT) N.V.
6. The objects of the Company from the date of continuance are:−
6.1 to carry on business as a holding company and to acquire and hold shares, stocks, debenture stock,
bonds, mortgages, obligations and securities and interests of any kind issued or guaranteed by any
company, corporation or undertaking of whatever nature and wherever constituted or carrying on
business, whether in Bermuda or elsewhere, and to vary, transpose, dispose of or otherwise deal with,
from time to time as may be considered expedient, any of the Company’s investments for the time
being;
6.2 to acquire any such shares and other securities as are mentioned in the preceding paragraph by
subscription, syndicate participation, tender, purchase, exchange or otherwise and to subscribe for the
same, either conditionally or otherwise, and to guarantee the subscription thereof and to exercise and
enforce all rights and powers conferred by or incident to the ownership thereof;
6.3 to co−ordinate the administration, policies, management, supervision, control, research, planning,
trading and any and all other activities of, and to act as financial advisers and consultants to, any
company or companies now or hereafter incorporated or acquired which may be or may become a
group company (which expression, in this and the next following paragraph, means a company,
wherever incorporated, which is or becomes a holding company or a subsidiary of, or affiliated with,
the Company within the meanings respectively assigned to those terms in The Companies Act 1981 of
Bermuda) or, with the prior written approval of the Minister of Finance of Bermuda, to any company
or companies now or hereafter incorporated or acquired (which are not group companies) with which
the Company may be or may become associated;
6.4 to provide financing and financial investment, management and advisory services to any group
company, which shall include but not be limited to granting or providing credit and financial
accommodation, lending and making advances with or without interest to any group company and
lending to or depositing with any bank funds or other assets to provide security (by way of mortgage,
charge, pledge, lien or otherwise) for loans or other forms of financing granted to such group company
by such bank; and
6.5 to acquire by purchase or otherwise and hold, sell, dispose of and deal in real property situated outside
Bermuda and the Netherlands Antilles and in personal property of all kinds wheresoever situated; and
6.6 to enter into any guarantee, contract of indemnity or suretyship and to assure, support or secure with
or without consideration or benefit the performance of any obligations of any person or persons and to
guarantee the fidelity of individuals filling or about to fill situations of trust or confidence;
Provided that the Company shall not be deemed to have the power to act as executor or administrator, or as
trustee, except in connection with the issue of bonds and debentures by the Company or any group
company or in connection with a pension scheme for the benefit of employees or former employees of the
Company or a group company or their respective predecessors, or the dependants or connections of such
employees or former employees.
Signed by a duly authorised director in the presence of at least one witness attesting the signature thereof:−
/s/ Michael Emmons
Director
/s/ C.A. Atwood
Witness
Dated: February 21, 2001
THE COMPANIES ACT 1981
FIRST SCHEDULE
(section 11(1))
A company limited by shares, or other company having a share capital, may exercise all or any of the
following powers subject to any provision of law or its memorandum−
(1)
[repealed by 1992:51]
(2)
to acquire or undertake the whole or any part of the business, property and liabilities of any
person carrying on any business that the company is authorized to carry on;
(3)
to apply for, register, purchase, lease, acquire, hold, use, control, licence, sell, assign or dispose
of patents, patent rights, copyrights, trade marks, formulae, licences, inventions, processes,
distinctive marks and similar rights;
(4)
to enter into partnership or into any arrangement for sharing of profits, union of interests,
co−operation, joint venture, reciprocal concession or otherwise with any person carrying on or
engaged in or about to carry on or engage in any business or transaction that the company is
authorized to carry on or engage in or any business or transaction capable of being conducted so
as to benefit the company;
(5)
to take or otherwise acquire and hold securities in any other body corporate having objects
altogether or in part similar to those of the company or carrying on any business capable of
being conducted so as to benefit the company;
(6)
subject to section 96 to lend money to any employee or to any person having dealings with the
company or with whom the company proposes to have dealings or to any other body corporate
any of whose shares are held by the company;
(7)
to apply for, secure or acquire by grant, legislative enactment, assignment, transfer, purchase or
otherwise and to exercise, carry out and enjoy any charter, licence, power, authority, franchise,
concession, right or privilege, that any government or authority or any body corporate or other
public body may be empowered to grant, and to pay for, aid in and contribute toward carrying it
into effect and to assume any liabilities or obligations incidental thereto;
(8)
to establish and support or aid in the establishment and support of associations, institutions,
funds or trusts for the benefit of employees or former employees of the company or its
predecessors, or the dependants or connections of such employees or former employees, and
grant pensions and allowances, and make payments towards insurance or for any object similar
to those set forth in this paragraph, and to subscribe or guarantee money for charitable,
benevolent, educational or religious objects or for any exhibition or for any public, general or
useful objects;
(9)
to promote any company for the purpose of acquiring or taking over any of the property and
liabilities of the company or for any other purpose that may benefit the company;
(10)
to purchase, lease, take in exchange, hire or otherwise acquire any personal property and any
rights or privileges that the company considers necessary or convenient for the purposes of its
business;
to construct, maintain, alter, renovate and demolish any buildings or works necessary or
convenient for its objects;
(11)
(12)
to take land in Bermuda by way of lease or letting agreement for a term not exceeding fifty
years, being land bona fide required for the purposes of the business of the company and with
the consent of the Minister granted in his discretion to take land in Bermuda by way of lease or
letting agreement for a term not exceeding twenty−one years in order to provide
accommodation or recreational facilities for its officers and employees and when no longer
necessary for any of the above purposes to terminate or transfer the lease or letting agreement;
(13)
except to the extent, if any, as may be otherwise expressly provided in its incorporating Act or
memorandum and subject to this Act every company shall have power to invest the moneys of
the Company by way of mortgage of real or personal property of every description in Bermuda
or elsewhere and to sell, exchange, vary, or dispose of such mortgage as the company shall from
time to time determine;
(14)
to construct, improve, maintain, work, manage, carry out or control any roads, ways, tramways,
branches or sidings, bridges, reservoirs, watercourses, wharves, factories, warehouses, electric
works, shops, stores and other works and conveniences that may advance the interests of the
company and contribute to, subsidize or otherwise assist or take part in the construction,
improvement, maintenance, working, management, carrying out of control thereof;
(15)
to raise and assist in raising money for, and aid by way of bonus, loan, promise, endorsement,
guarantee or otherwise, any person and guarantee the performance or fulfilment of any contracts
or obligations of any person, and in particular guarantee the payment of the principal of and
interest on the debt obligations of any such person;
(16)
to borrow or raise or secure the payment of money in such manner as the company may think
fit;
(17)
to draw, make, accept, endorse, discount, execute and issue bills of exchange, promissory notes,
bills of lading, warrants and other negotiable or transferable instruments;
(18)
when properly authorized to do so, to sell, lease, exchange or otherwise dispose of the
undertaking of the company or any part thereof as an entirety or substantially as an entirety for
such consideration as the company thinks fit;
(19)
to sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise deal
with the property of the company in the ordinary course of its business;
(20)
to adopt such means of making known the products of the company as may seem expedient, and
in particular by advertising, by purchase and exhibition of works of art or interest, by
publication of books and periodicals and by granting prizes and rewards and making donations;
(21)
to cause the company to be registered and recognized in any foreign jurisdiction, and designate
persons therein according to the laws of that foreign jurisdiction or to represent the company
and to accept service for and on behalf of the company of any process or suit;
(22)
to allot and issue fully−paid shares of the company in payment or part payment of any property
purchased or otherwise acquired by the company or for any past services performed for the
company;
(23)
to distribute among the members of the company in cash, kind, specie or otherwise as may be
resolved, by way of dividend, bonus or in any other manner considered advisable, any property
of the company, but not so as to decrease the capital of the company unless the distribution is
made for the purpose of enabling the company to be dissolved or the distribution, apart from
this paragraph, would be otherwise lawful;
(24)
to establish agencies and branches;
(25)
to take or hold mortgages; hypothecs, liens and charges to secure payment of the purchase price,
or of any unpaid balance of the purchase price, of any part of the property of the company of
whatsoever kind sold by the company, or for any money due to the company from purchasers
and others and to sell or otherwise dispose of any such mortgage, hypothec, lien or charge;
(26)
to pay all costs and expenses of or incidental to the incorporation and organization of the
company;
(27)
to invest and deal with the moneys of the company not immediately required for the objects of
the company in such manner as may be determined;
(28)
to do any of the things authorized by this Schedule and all things authorized by its
memorandum as principals, agents, contractors, trustees or otherwise, and either alone or in
conjunction with others;
(29)
to do all such other things as are incidental or conductive to the attainment of the objects and the
exercise of the powers of the company.
Every company may exercise its powers beyond the boundaries of Bermuda to the extent to which the
laws in force where the powers are sought to be exercised permit.
EXHIBIT VII
FORM OF BYE-LAWS OF ACCENTURE LTD, EFFECTIVE AS OF FEBRUARY 2, 2005
Exhibit 3.1
BYE−LAWS
OF
ACCENTURE LTD
(effective 2 February 2005)
Bye−Laws of Accenture Ltd
TABLE OF CONTENTS
INTERPRETATION
REGISTERED OFFICE
SHARE CAPITAL
SHARE RIGHTS
VARIATION OF RIGHTS
SHARES
INCREASE OF CAPITAL
ALTERATION OF CAPITAL
REDUCTION OF CAPITAL
CERTIFICATES
LIEN
CALLS ON SHARES
FORFEITURE OF SHARES
REGISTER OF SHAREHOLDERS
REGISTER OF DIRECTORS AND OFFICERS
TRANSFER OF SHARES
RESTRICTIONS ON TRANSFER OF COVERED SHARES
TRANSMISSION OF SHARES
GENERAL MEETINGS
NOTICE OF GENERAL MEETINGS
PROCEEDINGS AT GENERAL MEETINGS
VOTING
PROXIES AND CORPORATE REPRESENTATIVES
AMALGAMATIONS, DISCONTINUANCE AND SALES
APPOINTMENT AND REMOVAL OF DIRECTORS
RESIGNATION AND DISQUALIFICATION OF DIRECTORS
DIRECTORS’ REMUNERATION AND EXPENSES
DIRECTORS’ INTERESTS
POWERS OF THE BOARD
DELEGATION OF THE BOARD’S POWERS
PROCEEDINGS OF THE BOARD
OFFICERS
MINUTES
SECRETARY AND RESIDENT REPRESENTATIVE
THE SEAL
DIVIDENDS AND OTHER PAYMENTS
RESERVES
CAPITALISATION OF RESERVES
RECORD DATES
ACCOUNTING RECORDS
AUDITORS
UNTRACED SHAREHOLDERS
SERVICE OF NOTICES AND OTHER DOCUMENTS
DESTRUCTION OF DOCUMENTS
WINDING UP
EXEMPTION AND INDEMNIFICATION OF OFFICERS
ALTERATION OF BYE−LAWS
Page
1
4
4
6
8
8
9
9
10
11
12
13
14
15
16
16
17
26
27
28
28
31
33
35
36
38
39
40
41
42
43
45
45
46
46
46
48
48
51
51
52
52
53
54
55
55
56
Bye−Laws
of
Accenture Ltd
INTERPRETATION
1.
In these Bye−Laws, unless the context otherwise requires:
“Bermuda” means the Islands of Bermuda;
“Board” means the board of directors for the time being of the Company;
“Bye−Laws” means these Bye−Laws in their present form or as from time to time amended;
“Class A Common Shares” means class A common shares of par value US$0.0000225 per share (or such other par value as may result from any
reorganisation of capital) in the capital of the Company, having the rights and being subject to the limitations set out in these Bye−Laws;
“Class X Common Shares” means redeemable class X common shares of par value US$0.0000225 per share (or such other par value as may result
from any reorganisation of capital) in the capital of the Company, having the rights and being subject to the limitations set out in these Bye−Laws;
“clear days” means, in relation to the period of a notice, that period excluding the day on which the notice is given or served, or deemed to be given
or served, and the day for which it is given or on which it is to take effect;
“Companies Acts” means every Bermuda statute, regulation and order from time to time in force concerning companies insofar as the same apply to
the Company;
“Company” means Accenture Ltd, an exempted company registered in Bermuda with registration number EC 30090 (following its continuance into
Bermuda on 21 February 2001);
“Director” means a director for the time being of the Company;
“Employee Covered Shares” has the same meaning as is given to that term in the Voting Agreement;
“Group Company” means the Company, any holding company of the Company and any subsidiary of the Company or of any such holding
company;
“Officer” means a Director, Secretary, or other officer of the Company appointed pursuant to Bye−Law 105, but does not include any person holding
the office of auditor in relation to the Company;
“Paid Up” means paid up or credited as paid up;
“Person entitled by Transmission” means a person whose entitlement to a share in consequence of the death or bankruptcy of a Shareholder or of
any other event giving rise to its transmission by operation of law has been noted in the Register;
“Redemption Date” means the date specified in a notice served by the Company on a Class X Common Shareholder under Bye−Law 4.3(d);
“Register” means the register of shareholders of the Company and, except in Bye−Laws 38.1, 38.2 and 38.3, includes any branch register;
“Registered Office” means the registered office for the time being of the Company;
“Resident Representative” means the person or, if permitted by the Companies Acts, the company appointed to perform the duties of resident
representative of the Company as set out in the Companies Acts (and includes any assistant or deputy resident representative appointed by the Board);
“Resolution” means a resolution of the Shareholders or, where required, of a separate class or separate classes of Shareholders, adopted in general
meeting or passed in accordance with the provisions of these Bye−Laws;
“Seal” means the common seal of the Company and includes any duplicate seal;
“Secretary” means the secretary of the Company or, if there are joint secretaries, any of the joint secretaries and includes a deputy or assistant
secretary and any person appointed by the Board to perform any of the duties of the secretary;
“Shareholder” means a holder of a share (of any class) of the Company;
“Share” means any share in the capital of the Company;
“Subsidiary” and “holding company” have the same meanings as in section 86 of the Companies Act 1981, except that references in that section to
a company shall include any body corporate or other legal entity, whether incorporated or established in Bermuda or elsewhere;
“Undesignated Shares” means the 2,000,000,000 shares of par value US$0.0000225 per share (or such other par value as may result from any
reorganisation of capital) in the capital of the Company, having such rights and being subject to such limitations as may be attached to them pursuant
to Bye−Law 5.3;
“US dollars” or “US$” means United States dollars; and
Page 2 of 57
Bye−Laws of Accenture Ltd
“Voting Agreement” means the voting agreement relating to shares in the Company to be dated as of 18 April 2001 and entered into among the
Company and the covered persons from time to time party to that agreement.
2.
For the purposes of these Bye−Laws, unless the context otherwise requires:
2.1
a corporation shall be deemed to be present in person at a meeting if its representative, duly authorised pursuant to these Bye−Laws, is present;
2.2
words importing only the singular number include the plural number and vice versa;
2.3
words importing only one gender include the other genders;
2.4
references to a company include any body corporate or other legal entity, whether incorporated or established in Bermuda or elsewhere;
2.5
references to a person include any company, partnership or other body of persons, whether corporate or not, any trust and any government,
governmental body or agency or public authority, whether of Bermuda or elsewhere;
2.6
references to writing include typewriting, printing, lithography, photography, electronic mail and other modes of representing or reproducing words in
a legible and non−transitory form;
2.7
a reference to anything being done by electronic means includes its being done by means of any electronic or other communications equipment or
facilities and references to any communication being delivered or received, or being delivered or received at a particular place, include the
transmission of an electronic or similar communication, and to a recipient identified in such manner or by such means, as the Board may from time to
time approve or prescribe, either generally or for a particular purpose;
2.8
references to a signature or to anything being signed or executed include such forms of electronic signature or other means of verifying the
authenticity of an electronic or similar communication as the Board may from time to time approve or prescribe, either generally or for a particular
purpose;
2.9
references to a dividend include a distribution paid in respect of shares to Shareholders out of contributed surplus or any other distributable reserve;
2.10 any words or expressions defined in the Companies Acts, if not otherwise defined in or given a particular meaning by these Bye−Laws, have the same
meaning in these Bye−Laws, except that the definition of “attorney” shall not apply;
2.11 any reference to any statute or statutory provision (whether of Bermuda or elsewhere) includes a reference to any modification or re−enactment of it
for the time being in force and to every rule, regulation or order made under it (or under any such modification or re−enactment) and for the time
being in force and any reference to any rule, regulation or order made under any such statute or statutory provision includes a
Page 3 of 57
Bye−Laws of Accenture Ltd
reference to any modification or replacement of such rule, regulation or order for the time being in force; and
2.12 references to shares carrying the general right to vote at general meetings of the Company are to those shares (of any class or series) carrying the right
to vote, other than shares which entitle the holders to vote only in limited circumstances or upon the occurrence of a specified event or condition
(whether or not those circumstances have arisen or that event or condition has occurred).
REGISTERED OFFICE
3.
The Registered Office shall be at such place in Bermuda as the Board from time to time decides.
SHARE CAPITAL
4.1
The authorised share capital of the Company at the date of adoption of these Bye− Laws is US$517,500 divided into 20,000,000,000 Class A
Common Shares, 1,000,000,000 Class X Common Shares and 2,000,000,000 Undesignated Shares.
4.2
Class A Common Shares
The Class A Common Shares shall entitle the holders thereof to the following rights:−
(a)
as regards dividend :−
after making all necessary provisions, where relevant, for payment of any preferred dividend in respect of any preference shares in the
Company then outstanding, the Company shall apply any profits or reserves which the Directors resolve to distribute in paying such profits or
reserves to the holders of the Class A Common Shares in respect of their holdings of such shares pari passu and pro rata to the number of
Class A Common Shares held by each of them;
(b)
as regards capital :−
on a return of assets on liquidation, reduction of capital or otherwise, the holders of the Class A Common Shares shall be entitled to be paid the
surplus assets of the Company remaining after payment of its liabilities (subject to the rights of the holders of any preferred shares in the
Company then in issue having preferred rights on a return of capital) in respect of their holdings of Class A Common Shares pari passu and pro
rata to the number of Class A Common Shares held by each of them;
(c)
as regards voting in general meetings:−
the holders of the Class A Common Shares shall be entitled to receive notice of, and to attend and vote at, general meetings of the Company;
every holder of Class A Common Shares present in person or by proxy shall have one vote
Page 4 of 57
Bye−Laws of Accenture Ltd
for each Class A Common Share held by him (and, except as otherwise provided by the Companies Acts or these Bye−Laws, the holders of
Class A Common Shares and Class X Common Shares shall vote as a single class).
4.3
Class X Common Shares
The Class X Common Shares shall entitle the holders thereof to the following rights and will be subject to the following restrictions:−
(a)
as regards dividend:−
the holders of Class X Common Shares will have no right to receive any dividend or distribution in respect of their holdings of Class X
Common Shares;
(b)
as regards capital:−
on a return of assets on liquidation, reduction of capital or otherwise, the holders of the Class X Common Shares will not be entitled to any
payment out of the surplus assets of the Company in respect of their holdings of Class X Common Shares;
(c)
as regards voting in general meetings:−
the holders of the Class X Common Shares shall be entitled to receive notice of, and to attend and vote at, general meetings of the Company;
every holder of Class X Common Shares present in person or by proxy shall have one vote for each Class X Common Share held by him (and,
except as otherwise provided by the Companies Acts or these Bye−Laws, the holders of Class A Common Shares and Class X Common Shares
shall vote as a single class);
(d)
as regards redemption:−
(i)
subject as provided in this Bye−Law 4.3(d), any Class X Common Shares may, at the option of the Company, at any time (subject to the
requirements of the Companies Acts) be redeemed by the Company;
(ii)
if the Company exercises its right under this Bye−Law 4.3(d) it will, within 30 days of the Redemption Date, notify the Class X Common
Shareholder in writing of the date of completion of the redemption, the number of Class X Common Shares held by him which have been
redeemed and of his right to claim a redemption payment under paragraph (iii);
(iii)
(subject to delivery of any share certificate as referred to in paragraph (iv) below) the Company will, within 30 days of receipt by it from
the Shareholder of a written request for payment, (subject to paragraph (v) below) pay to such holder or, in the case of joint holders, to
the holder whose name stands first in the register of members in respect of such
Page 5 of 57
Bye−Laws of Accenture Ltd
shares, in respect of each Class X Common Share which has been redeemed the par value of that share;
(iv)
the holder of any Class X Common Shares which have been redeemed shall, within 30 days of receipt by him of the notice referred to in
paragraph (ii), deliver to the Company at its Registered Office (or such other place as the Company directs) any certificates for the
Class X Common Shares held by him which have been redeemed. If relevant, the Company will issue to the Shareholder a new share
certificate for any unredeemed Class X Common Shares held by that shareholder);
(v)
if a redemption of Class X Common Shares under this Bye−Law 4.3(d) would otherwise result in the Shareholder being entitled to
receive a redemption payment of a fractional part of one cent of a US dollar, then the amount of the payment will be rounded up to the
nearest whole cent;
(vi)
the receipt of the registered holder or, in the case of joint holders, the holder whose name stands first in the register of members for the
time being of Class X Common Shares being redeemed for the monies payable on redemption of such shares shall constitute an absolute
discharge to the Company in respect thereof; and
(vii) any redemption payment which is uncollected for a period of 1 year from the date of issue by the Company of the notice relating to it
under paragraph (ii) above shall be forfeited and will revert to the Company;
(e)
as regards transfer:−
Class X Common Shares are not transferable by their holders, unless the Class X Common Shareholder has received the prior written consent
of the Company to the proposed transfer to the proposed transferee; and
(f)
as regards certificates:−
unless the Board resolves otherwise (either generally or in any particular case or cases) holders of Class X Common Shares will not be entitled
to receive a share certificate in respect of any Class X Common Shares held by him.
SHARE RIGHTS
5.1
Subject to the Companies Acts and to the rights conferred on the holders of any other class of shares, any share in the Company may be issued with or
have attached to it such preferential, deferred, qualified or special rights, privileges or conditions as the Company may by Resolution decide or, if no
such Resolution is in effect or insofar as the Resolution does not make specific provision, as the Board may from time to time determine.
Page 6 of 57
Bye−Laws of Accenture Ltd
5.2
Without limiting the foregoing and subject to the Companies Acts, the Company may issue preference shares (including any preference shares created
pursuant to Bye−Law (5.3) which (i) are liable to be redeemed on the happening of a specified event or events or on a given date or dates and/or
(ii) are liable to be redeemed at the option of the Company and/or the holder. The terms and manner of redemption of any redeemable shares created
pursuant to Bye−Law 5.3 shall be as the Board may by resolution determine before the allotment of such shares and the terms and manner of
redemption of any other redeemable preference shares shall be either (i) as the Company may by Resolution determine or (ii) insofar as the Board is
so authorised by any Resolution, as the Board may by resolution determine, in either case, before the allotment of such shares. A copy of any such
Resolution or resolution of the Board for the time being in force shall be attached as an appendix to (but shall not form part of) these Bye−Laws.
5.3
The rights attaching to the Undesignated Shares shall be as follows :
5.3.1 each Undesignated Share shall have attached to it such preferred, qualified or other special rights, privileges and conditions and be subject to
such restrictions, whether in regard to dividend, return of capital, redemption, conversion into Class A Common Shares or voting or otherwise,
as the Board may determine on or before its allotment;
5.3.2 the Board may allot the Undesignated Shares in more than one series and, if it does so, may name and designate each series in such manner as it
deems appropriate to reflect the particular rights and restrictions attached to that series, which may differ in all or any respects from any other
series of Undesignated Shares;
5.3.3 the particular rights and restrictions attached to any Undesignated Share shall be recorded in a resolution of the Board. The Board may at any
time before the allotment of any Undesignated Share by further resolution in any way amend such rights and restrictions or vary or revoke its
designation. A copy of any such resolution or amending resolution for the time being in force shall be annexed as an appendix to (but shall not
form part of) these Bye−Laws; and
5.3.4 the Board shall not attach to any Undesignated Share any rights or restrictions which would alter or abrogate any of the special rights attached
to any other class of series of shares for the time being in issue without such sanction as is required for any alteration or abrogation of such
rights, unless expressly authorised to do so by the rights attaching to or by the terms of issue of such shares.
5.4
The terms of any redeemable preference shares (including any redeemable preference shares created pursuant to Bye−Law 5.3) may provide for the
whole or any part of the amount due on redemption to be paid or satisfied otherwise than in cash, to the extent permitted by the Companies Acts.
Page 7 of 57
Bye−Laws of Accenture Ltd
VARIATION OF RIGHTS
6.1
Subject to the Companies Acts, all or any of the special rights for the time being attached to any class of shares for the time being in issue may, unless
otherwise expressly provided in the rights attaching to or by the terms of issue of the shares of that class, from time to time (whether or not the
Company is being wound up), be altered or abrogated with the consent in writing of the holders of not less than 50 per cent of all of the votes capable
of being cast at the relevant time at a separate general meeting of the holders of the issued shares of that class or with the sanction of a Resolution
passed at a separate general meeting of the holders of shares of that class by a majority of not less than 50 per cent of the votes cast.
6.2
All the provisions of these Bye−Laws relating to general meetings of the Company shall apply mutatis mutandis to any separate general meeting of
any class of Shareholders, except that the necessary quorum shall be two or more Shareholders present in person or by proxy together holding or
representing a majority of the issued shares of the relevant class; provided that, if the relevant class of Shareholders has only one Shareholder, one
Shareholder present in person or by proxy shall constitute the necessary quorum.
7.
The special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching to
or the terms of issue of such shares, be deemed to be altered or abrogated by (i) the creation or issue of further shares ranking pari passu with them,
(ii) the creation or issue for full value (as determined by the Board) of further shares ranking as regards participation in the profits or assets of the
Company or otherwise in priority to them or (iii) the purchase or redemption by the Company of any of its own shares.
SHARES
8.1
Subject to the other provisions of these Bye−Laws, the unissued shares of the Company (whether forming part of the original share capital or any
increased capital) shall be at the disposal of the Board, which may offer, allot, grant options or other rights over or otherwise deal with or dispose of
them to such persons, at such times and for such consideration and generally on such terms and conditions as the Board may from time to time
determine.
8.2
Shares may be issued in fractional denominations and in such event the Company shall deal with such fractions to the same extent as its whole shares,
so that a share in a fractional denomination shall have, in proportion to the fraction of a whole share that it represents, all the rights of a whole share,
including (but without limiting the generality of the foregoing) the right to vote, to receive dividends and distributions and to participate in a
winding−up.
9.
The Board may, in connection with the issue of any shares, exercise all powers of paying commissions and brokerages conferred or permitted by law.
10.
Subject to the Companies Acts, the Company may purchase its own shares and the Board may (without the sanction of a Resolution) authorise any
exercise of the
Page 8 of 57
Bye−Laws of Accenture Ltd
Company’s power to purchase its own shares, whether in the market, by tender or by private agreement, at such prices (whether at par or above or
below par) and otherwise on such terms and conditions as the Board may from time to time determine. The whole or any part of the amount payable
on any such purchase may be paid or satisfied otherwise than in cash, to the extent permitted by the Companies Acts.
11.
Except only as otherwise provided in these Bye−Laws, as ordered by a court of competent jurisdiction or as otherwise required by law, the Company
shall be entitled to treat the registered holder of any share (or any fractional part of a share) as the absolute owner of it and accordingly no person shall
be recognised by the Company as holding any share (or any fractional part of a share) upon trust, and the Company shall not be bound by or required
in any way to recognise (even when having notice of it) any equitable, contingent, future or partial interest or other right in any share (or any
fractional part of a share) except an absolute right to the entirety of the share or to the fractional part of a share in the registered holder of it.
INCREASE OF CAPITAL
12.
The Company may from time to time increase its capital by such sum, to be divided into shares of such par value, as the Company by Resolution shall
prescribe.
13.
The Company may, by the Resolution increasing the capital, direct that the new shares or any of them shall be offered in the first instance either at par
or at a premium or (subject to the provisions of the Companies Acts) at a discount to all the holders for the time being of shares of any class or classes
in proportion to the number of such shares held by them respectively or make any other provision as to the issue of the new shares.
14.
The new shares shall be subject to all the provisions of these Bye−Laws with reference to lien, the payment of calls, forfeiture, transfer, transmission
and otherwise.
ALTERATION OF CAPITAL
15.1 The Company may (subject to Bye−Law 15.2) from time to time by Resolution:
15.1.1 divide its shares into several classes and attach to them respectively any preferential, deferred, qualified or special rights, privileges or
conditions;
15.1.2 consolidate and divide all or any of its share capital into shares of larger par value than any of its existing shares;
15.1.3 sub−divide its shares or any of them into shares of smaller par value than is fixed by its memorandum, so, however, that in the sub−division
the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the
share from which the reduced share is derived;
Page 9 of 57
Bye−Laws of Accenture Ltd
15.1.4 make provision for the issue and allotment of shares which do not carry any voting rights;
15.1.5 cancel shares which, at the date of the passing of the relevant Resolution, have not been taken or agreed to be taken by any person, and
diminish the amount of its authorised share capital by the amount of the shares so cancelled; and
15.1.6 change the currency denomination of its share capital.
15.2 In the case of any split, subdivision, combination or reclassification of Class A Common Shares or Class X Common Shares, the shares of the other
such class of common shares shall also be split, subdivided, combined or reclassified, in each case so that the numbers of Class A Common Shares
and Class X Common Shares in issue immediately following such split, subdivision, combination or reclassification shall bear the same relationship
to one another as do the numbers of Class A Common Shares and Class X Common Shares in issue immediately prior to such split, subdivision,
combination or reclassification.
15.3 Where any difficulty arises in regard to any division, consolidation or sub−division under this Bye−Law 15, the Board may settle the same as it thinks
expedient and, in particular, may arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale in due
proportion among the Shareholders who would have been entitled to the fractions, except that any proceeds in respect of any holding which are less
than a sum fixed by the Board may be retained for the benefit of the Company. For the purpose of any such sale the Board may authorise some person
to transfer the shares representing fractions to the purchaser, who shall not be bound to see to the application of the purchase money, nor shall his title
to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.
16.
Subject to the Companies Acts and to any confirmation or consent required by law or these Bye−Laws, the Company may from time to time by
Resolution convert any preference shares in the Company (unless otherwise expressly provided by the rights attaching to or by the terms of issue of
the preference shares in question) into redeemable preference shares.
REDUCTION OF CAPITAL
17.
Subject to the Companies Acts and to any confirmation or consent required by law or these Bye−Laws, the Company may from time to time by
Resolution authorise the reduction in any manner of its issued share capital (but not to a sum less than the minimum share capital prescribed by its
memorandum) or any share premium account.
18.
In relation to any such reduction, the Company may by Resolution determine the terms upon which the reduction is to be effected, including, in the
case of a reduction of part only of a class of shares, those shares to be affected.
Bye−Laws of Accenture Ltd
Page 10 of 57
CERTIFICATES
19.1 Shares shall be issued in registered form. Unless the Board resolves otherwise, no Covered Person (as such term is defined in the Voting Agreement)
will be entitled to a share certificate for any shares held by him. Otherwise, unless otherwise provided by the rights attaching to or by the terms of
issue of any particular shares, each Shareholder shall, upon becoming the holder of any share, be entitled to a share certificate for all the shares of
each class held by him (and, on transferring a part of his holding, to a certificate for the balance), but the Board may decide not to issue certificates for
any shares held by, or by the nominee of, any securities exchange or depository or any operator of any clearance or settlement system except at the
request of any such person. In the case of a share held jointly by several persons, delivery of a certificate in their joint names to one of several joint
holders shall be sufficient delivery to all.
19.2 Share certificates shall be in such form as the Board may from time to time prescribe, subject to the requirements of the Companies Acts. No fee shall
be charged by the Company for issuing a share certificate.
20.
If a share certificate is worn−out or defaced, or alleged to have been lost or destroyed, it may be replaced without fee but on such terms (if any) as to
evidence and indemnity and to payment of any exceptional costs and out of pocket expenses of the Company in investigating such evidence and
preparing such indemnity as the Board may think fit and, in case of wearing−out or defacement, on delivery of the certificate to the Company. The
Board may require any such indemnity to be secured in such manner as the Board may think fit.
21.1 All certificates for shares (other than letters of allotment, scrip certificates and other like documents) shall, except to the extent that the terms of issue
of any shares otherwise provide, be issued under the Seal or a facsimile of it. Each certificate shall be signed by such person or persons (whether or
not Officers) as the Board may from time to time decide, but the Board may determine that certificates for shares or for particular shares need not be
signed by any person.
21.2 The Board may also determine, either generally or in any particular case, that any signatures on certificates for shares (or certificates or agreements or
other documents evidencing the issue by the Company of awards under any share option, share incentive or other form of employee benefits plan
adopted by the Company from time to time) need not be autographic but may be affixed to such certificates, agreements or other documents by some
mechanical means or may be facsimiles printed on such certificates, agreements or other documents. If any Officer who has signed, or whose
facsimile signature has been used on, any such certificate, agreement or other document ceases for any reason to hold his office, such certificate,
agreement or other document may nevertheless be issued as though that Officer had not ceased to hold such office.
22.
Nothing in these Bye−Laws shall preclude (i) title to a share being evidenced or transferred otherwise than in writing to the extent permitted by the
Companies Acts and otherwise as may be determined by the Board from time to time or (ii) the Board
Bye−Laws of Accenture Ltd
Page 11 of 57
from recognising the renunciation of the allotment of any share by the allottee in favour of some other person on such terms and subject to such
conditions as the Board may from time to time decide.
LIEN
23.
The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys, whether presently due or not, called
or payable in respect of such share. The Company’s lien on a share shall extend to all dividends payable on it. The Board may at any time, either
generally or in any particular case, waive any lien that has arisen or declare any share to be wholly or in part exempt from the provisions of this
Bye−Law.
24.1 The Company may sell, in such manner as the Board may think fit, any share on which the Company has a lien, but no sale shall be made unless some
sum in respect of which the lien exists is presently due nor until the expiration of 14 clear days after a notice, stating and demanding payment of the
sum presently due and giving notice of the intention to sell in default of such payment, has been served on the holder for the time being of the share or
the person entitled by transmission to it.
24.2 The net proceeds of sale by the Company of any shares on which it has a lien shall be applied in or towards payment or discharge of the debt or
liability in respect of which the lien exists so far as the same is due, and any residue shall (subject to a like lien for debts or liabilities not presently due
as existed upon the share prior to the sale) be paid to the holder of, or the person entitled by transmission to, the share immediately before such sale.
For giving effect to any such sale the Board may authorise some person to transfer the share to the purchaser. The purchaser shall be registered as the
holder of the share and he shall not be bound to see to the application of the purchase money, nor shall his title to the share be affected by any
irregularity or invalidity in the proceedings relating to the sale.
24.3 Whenever any law for the time being of any country, state or place imposes or purports to impose any immediate or future or possible liability upon
the Company to make any payment or empowers any government or taxing authority or government official to require the Company to make any
payment in respect of any shares registered in any of the Company’s registers as held either jointly or solely by any Shareholders or in respect of any
dividends, bonuses or other monies due or payable or accruing due or which may become due or payable to such Shareholder by the Company on or
in respect of any Shares registered as mentioned above or for or on account or in respect of any Shareholder and whether in consequence of:
(a)
the death of such Shareholder;
(b)
the non−payment of any income tax or other tax by such Shareholder;
(c)
the non−payment of any estate, probate, succession, death, stamp, or other duty by the executor or administrator of such Shareholder or by or
out of his estate; or
(d)
any other act or thing;
Bye−Laws of Accenture Ltd
Page 12 of 57
in every such case (except to the extent that the rights conferred upon holders of any class of shares render the Company liable to make additional
payments in respect of sums withheld on account of the foregoing):
(i)
the Company shall be fully indemnified by such Shareholder or his executor or administrator from all liability;
(ii)
the Company shall have a lien upon all dividends and other monies payable in respect of the shares registered in any of the Company’s registers
as held either jointly or solely by such Shareholder for all monies paid or payable by the Company as referred to above in respect of such
Shares or in respect of any dividends or other monies thereon or for or on account or in respect of such Shareholder under or in consequence of
any such law, together with interest at the rate of 15% per annum (or such other rate as the Board may determine) thereon from the date of
payment to date of repayment, and the Company may deduct or set off against such dividends or other monies so payable any monies paid or
payable by the Company as referred to above together with interest at the same rate;
(iii)
the Company may recover as a debt due from such Shareholder or his executor or administrator (wherever constituted) any monies paid by the
Company under or in consequence of any such law and interest thereon at the rate and for the period referred to above in excess of any
dividends or other monies then due or payable by the Company; and
(iv)
the Company may if any such money is paid or payable by it under any such law as referred to above refuse to register a transfer of any Shares
by any such Shareholder or his executor or administrator until such money and interest is set off or deducted as referred to above or in the case
that it exceeds the amount of any such dividends or other monies then due or payable by the Company, until such excess is paid to the
Company.
Subject to the rights conferred upon the holders of any class of shares, nothing in this Bye−Law 24.3 will prejudice or affect any right or remedy
which any law may confer or purport to confer on the Company. As between the Company and every such Shareholder as referred to above (and, his
executor, administrator and estate, wherever constituted), any right or remedy which such law shall confer or purport to confer on the Company shall
be enforceable by the Company.
CALLS ON SHARES
25.1 The Board may from time to time make calls upon the Shareholders in respect of any moneys unpaid on their shares (whether on account of the par
value of the shares or by way of premium) and not by the terms of issue of the shares made payable at a date fixed by or in accordance with their
terms of issue and each Shareholder shall (subject to the Company serving on him at least 14 clear days’ notice specifying the time or times and place
of payment) pay to the Company at the time or times and place so specified the amount called on his shares. A call may be revoked or postponed as
the Board may determine.
25.2 A call may be made payable by instalments and shall be deemed to be made at the time when the resolution of the Board authorising the call is
passed.
Bye−Laws of Accenture Ltd
Page 13 of 57
25.3 A person on whom a call is made shall (in addition to the transferee) remain liable for it notwithstanding the subsequent transfer of the share in
respect of which the call is made.
26.
The joint holders of a share shall be jointly and severally liable to pay all calls in respect of it.
27.
If a sum called in respect of a share is not paid before or on the day appointed for its payment, the person from whom the sum is due shall pay interest
on the sum from the day appointed for payment to the time of actual payment at such rate as the Board may determine, but the Board may waive
payment of such interest, wholly or in part.
28.
Any sum which, by the terms of issue of a share, becomes payable on allotment or at any date fixed by or in accordance with such terms of issue,
whether on account of the nominal value of the share or by way of premium, shall for all purposes of these Bye−Laws be deemed to be a call duly
made, notified and payable on the date on which, by the terms of issue, the same becomes payable, and, in case of non−payment, all the relevant
provisions of these Bye−Laws as to payment of interest, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly
made and notified.
29.
The Board may, on the issue of any shares, differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment.
30.
The Board may, if it thinks fit, receive all or any part of the moneys payable on a share beyond the sum actually called up on it if the holder is willing
to make payment in advance and, on any moneys so paid in advance, may (until they would otherwise be due) pay interest at such rate as may be
agreed between the Board and the Shareholder paying the sum in advance.
FORFEITURE OF SHARES
31.
If a Shareholder fails to pay any call or instalment of a call on the day appointed for its payment, the Board may at any time while any part of such
call or instalment remains unpaid serve on him a notice requiring payment of so much of the call or instalment as is unpaid, together with any interest
which may have accrued. The notice shall state a further day (not being less than 14 clear days from the date of the notice) on or before which, and the
place where, the payment required by the notice is to be made and shall state that, in the event of non−payment on or before the day and at the place
appointed, the shares in respect of which such call is made or instalment is payable will be liable to be forfeited.
32.
The Board may accept the surrender of any share liable to be forfeited, and, in any such case, references in these Bye−Laws to forfeiture include
surrender.
33.
If the requirements of any notice given under Bye−Law 31 are not complied with, any share in respect of which the notice was given may, at any time
before payment of all calls or instalments and interest due in respect of it is made, be forfeited by a
Bye−Laws of Accenture Ltd
Page 14 of 57
resolution of the Board to that effect. Such forfeiture shall include all dividends declared and other moneys payable in respect of the forfeited shares
and not actually paid before the forfeiture.
34.
When any share has been forfeited, notice of the forfeiture shall be served on the person who was before forfeiture the holder of the share or the
person entitled by transmission to it, but no forfeiture shall be invalidated by any omission to give such notice.
35.
A forfeited share shall become the property of the Company and may be sold, reoffered or otherwise disposed of either to the person who was, before
forfeiture, the holder of, or entitled to, the share or to any other person, on such terms and in such manner as the Board thinks fit. At any time before a
sale, re−allotment or disposition the forfeiture may be cancelled on such terms as the Board may think fit.
36.
A person whose shares have been forfeited shall cease to be a Shareholder in respect of the forfeited shares but shall, notwithstanding the forfeiture,
remain liable to pay to the Company all moneys which at the date of forfeiture were payable by him to the Company in respect of the shares, together
with interest at such rate as the Board may determine from the date of forfeiture until payment and the Company may enforce payment without being
under any obligation to make any allowance for the value of the shares forfeited.
37.
An affidavit to the effect that the deponent is a Director or the Secretary and that a share has been duly forfeited on the date stated in the affidavit shall
be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share. The Company may receive the consideration
(if any) given for the share on its sale, re−allotment or disposition, and the Board may authorise some person to transfer the share to the person to
whom it is sold, re−allotted or disposed of. That person shall be registered as the holder of the share and shall not be bound to see to the application of
the purchase money (if any), nor shall his title to the share be affected by any irregularity or invalidity in the proceedings relating to the forfeiture,
sale, re−allotment or disposal of the share.
REGISTER OF SHAREHOLDERS
38.1 The Register shall be kept in the manner prescribed by the Companies Acts at the Registered Office or at such other place in Bermuda as may be
authorised by the Board from time to time.
38.2 The Company may also keep one or more branch registers at such place or places outside Bermuda to the extent and in the manner permitted by the
Companies Acts and the Board may make such regulations as it thinks fit regarding the keeping of any branch register and may revoke or vary any
such regulations. The Board may authorise any share on the Register to be included in a branch register or any share registered on a branch register to
be registered on another branch register, provided that at all times the Register is maintained in accordance with the Companies Acts.
Bye−Laws of Accenture Ltd
Page 15 of 57
38.3 The Register or any branch register may be closed at such times and for such periods as the Board may from time to time decide, subject to the
Companies Acts. Except during such time as it is closed, the Register and each branch register shall be open to inspection in the manner prescribed by
the Companies Acts between 10:00 a.m. and 12:00 noon (or between such other times as the Board from time to time determines) on every working
day.
38.4 Unless the Board so determines, no Shareholder or intending Shareholder shall be entitled to have entered in the Register any indication of any trust
or any equitable, contingent, future or partial interest in any share or any fractional part of a share, and if any such entry exists or is permitted by the
Board it shall not be deemed to abrogate any provisions of Bye−Law 11.
REGISTER OF DIRECTORS AND OFFICERS
39.
The Secretary shall maintain a register of the Directors and Officers of the Company as required by the Companies Acts. The register of Directors and
Officers shall be open to inspection in the manner prescribed by the Companies Acts between 10:00 a.m. and 12:00 noon (or between such other
times as the Board from time to time determines) on every working day.
TRANSFER OF SHARES
40.
Subject to the Companies Acts and to such of the restrictions contained in these Bye− Laws (including, without limitation, Bye−Law 4.3(e)) as may
be applicable, any Shareholder may transfer all or any of his shares (of any class) by an instrument of transfer in the usual common form or in any
other form which the Board may from time to time approve. The instrument of transfer may be endorsed on the certificate.
41.1 The instrument of transfer of a share shall be signed by or on behalf of the transferor and, if the share is not fully paid, by or on behalf of the
transferee and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect of
it. All instruments of transfer may be retained by the Company.
41.2 The Board may, in its absolute discretion and without assigning any reason for its decision, decline to register any transfer of any share which is not a
fully−paid share. The Board may also decline to register any transfer if:
41.2.1 the instrument of transfer is not duly stamped, if required, and lodged at the Registered Office or any other place as the Board may from time
to time specify for the purpose, accompanied by the certificate (if any) for the shares to which it relates and such other evidence as the Board
may reasonably require to show the right of the transferor to make the transfer;
41.2.2 the instrument of transfer is in respect of more than one class of share;
41.2.3 the instrument of transfer is in favour of more than four persons jointly;
Bye−Laws of Accenture Ltd
Page 16 of 57
41.2.4 it is not satisfied that all applicable consents, authorisations, permissions or approvals of any governmental body or agency in Bermuda or any
other applicable jurisdiction required to be obtained under relevant law prior to such transfer have been obtained; or
41.2.5 it is not satisfied that the transfer would not violate the terms of any agreement to which the Company (or any of its subsidiaries) and the
transferor are party or subject.
41.3 Subject to any directions of the Board from time to time in force, the Secretary may exercise the powers and discretions of the Board under Bye−Law
41.2 and Bye−Laws 40 and 42.
42.1 If the Board declines to register a transfer it shall, within one month after the date on which the instrument of transfer was lodged, send to the
transferee notice of such refusal.
42.2 No fee shall be charged by the Company for registering any transfer or for making any entry in the Register concerning any other document relating
to or affecting the title to any share (except that the Company may require payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed on it in connection with such transfer or entry).
RESTRICTIONS ON TRANSFER OF COVERED SHARES
43.1 Each Covered Person shall at all times be the Sole Beneficial Owner of all Covered Shares beneficially owned by such Covered Person as of or prior
to the IPO Date, except as provided herein. Any Covered Shares Transferred in compliance with Bye− Laws 43.1 through 43.7 shall no longer be
subject to such provisions. Capitalized terms used in Bye−Laws 43.1 through 43.7 hereof shall have the meanings ascribed to such terms in Bye−Law
43.7
43.2 Notwithstanding Bye−Law 43.1, an Employee Covered Person may:
(a)
(i)
commencing on the date that is one year after the IPO Date, Transfer up to 10% of the aggregate number of Class A Common Shares
beneficially owned by such Employee Covered Person as of the IPO Date;
(ii)
commencing on the date that is two years after the IPO Date, Transfer an aggregate (together with all other Transfers made pursuant to
this paragraph (a)) of up to 25% of the aggregate number of Class A Common Shares beneficially owned by such Employee Covered
Person as of the IPO Date;
(iii)
commencing on the date that is three years after the IPO Date, Transfer an aggregate (together with all other Transfers made pursuant to
this paragraph (a)) of up to 35% of the aggregate number of Class A Common Shares beneficially owned by such Employee Covered
Person as of the IPO Date;
Bye−Laws of Accenture Ltd
Page 17 of 57
(iv)
commencing on the date that is four years after the IPO Date, Transfer an aggregate (together with all other Transfers made pursuant to
this paragraph (a)) of up to 45% of the aggregate number of Class A Common Shares beneficially owned by such Employee Covered
Person as of the IPO Date;
(v)
commencing on the date that is five years after the IPO Date, Transfer an aggregate (together with all other Transfers made pursuant to
this paragraph (a)) of up to 55% of the aggregate number of Class A Common Shares beneficially owned by such Employee Covered
Person as of the IPO Date;
(vi)
commencing on the date that is six years after the IPO Date, Transfer an aggregate (together with all other Transfers made pursuant to
this paragraph (a)) of up to 65% of the aggregate number of Class A Common Shares beneficially owned by such Employee Covered
Person as of the IPO Date; and
(vii) commencing on the date that is seven years after the IPO Date, Transfer an aggregate (together with all other Transfers made pursuant to
this paragraph (a)) of up to 75% of the aggregate number of Class A Common Shares beneficially owned by such Employee Covered
Person as of the IPO Date.
(b)
Notwithstanding Bye−Law 43.1, a Covered Person may Transfer any Class A Common Shares beneficially owned by such Covered Person as
of the IPO Date commencing on the later of (i) the date that is eight years after the IPO Date and (ii) the date that such Covered Person ceases
to be an employee of the Company.
(c)
Notwithstanding Bye−Law 43.1, an Employee Covered Person that retires (or has retired) at the age of 50 or older and is not in contravention of
a Non− Competition Agreement (a “Retired Employee”) may:
(i)
if such Retired Employee retires (or has retired) at age 50, Transfer up to that number of Class A Common Shares beneficially owned by
such Retired Employee as of the IPO Date which is equal to the product of (x) the aggregate number of Class A Common Shares
beneficially owned by such Retired Employee as of the IPO Date multiplied by (y) the sum of (a) the percentage of Class A Common
Shares eligible for sale at the date of such retirement pursuant to paragraph (a) of Bye−Law 43.2 (the “Base Eligible Sales”) and (b) the
product of (A) (1 minus Base Eligible Sales) multiplied by (B) 0.25;
(ii)
if such Retired Employee retires (or has retired) at age 51, Transfer up to that number of Class A Common Shares beneficially owned by
such Retired Employee as of the IPO Date which is equal to the product of (x) the aggregate number of Class A Common Shares
beneficially owned by
Bye−Laws of Accenture Ltd
Page 18 of 57
such Retired Employee as of the IPO Date multiplied by (y) the sum of (a) the percentage of the Base Eligible Sales and (b) the product
of (A) (1 minus Base Eligible Sales) multiplied by (B) 0.375;
(iii)
if such Retired Employee retires (or has retired) at age 52, Transfer up to that number of Class A Common Shares beneficially owned by
such Retired Employee as of the IPO Date which is equal to the product of (x) the aggregate number of Class A Common Shares
beneficially owned by such Retired Employee as of the IPO Date multiplied by (y) the sum of (a) the percentage of the Base Eligible
Sales and (b) the product of (A) (1 minus Base Eligible Sales) multiplied by (B) 0.50;
(iv)
if such Retired Employee retires (or has retired) at age 53, Transfer up to that number of Class A Common Shares beneficially owned by
such Retired Employee as of the IPO Date which is equal to the product of (x) the aggregate number of Class A Common Shares
beneficially owned by such Retired Employee as of the IPO Date multiplied by (y) the sum of (a) the percentage of the Base Eligible
Sales and (b) the product of (A) (1 minus Base Eligible Sales) multiplied by (B) 0.625;
(v)
if such Retired Employee retires (or has retired) at age 54, Transfer up to that number of Class A Common Shares beneficially owned by
such Retired Employee as of the IPO Date which is equal to the product of (x) the aggregate number of Class A Common Shares
beneficially owned by such Retired Employee as of the IPO Date multiplied by (y) the sum of (a) the percentage of the Base Eligible
Sales and (b) the product of (A) (1 minus Base Eligible Sales) multiplied by (B) 0.75;
(vi)
if such Retired Employee retires (or has retired) at age 55, Transfer up to that number of Class A Common Shares beneficially owned by
such Retired Employee as of the IPO Date which is equal to the product of (x) the aggregate number of Class A Common Shares
beneficially owned by such Retired Employee as of the IPO Date multiplied by (y) the sum of (a) the percentage of the Base Eligible
Sales and (b) the product of (A) (1 minus Base Eligible Sales) multiplied by (B) 0.875; and
(vii) if such Retired Employee retires (or has retired) at age 56 or above, Transfer 100% of the Class A Common Shares beneficially owned by
such Retired Employee as of the IPO Date.
A Retired Employee may also Transfer the Class A Common Shares beneficially owned by such Retired Employee as of the IPO Date in
accordance with paragraph (a) of this Bye−Law 43.2 as if such Retired Employee were an Employee Covered Person.
A Retired Employee that reaches (or has reached) the age of 56 may also Transfer 100% of the Class A Common Shares beneficially owned by
such Retired Employee as of the IPO Date.
Page 19 of 57
Bye−Laws of Accenture Ltd
(d)
Notwithstanding Bye−Law 43.1, a Covered Person that became disabled while an employee of the Company (a “Disabled Employee”) prior to
June 15, 2001, may Transfer 100% of the Class A Common Shares beneficially owned by such Disabled Employee as of the IPO Date. A
Covered Person that becomes (or has become) a Disabled Employee following June 15, 2001 may (i) if such Disabled Employee becomes (or
has become) disabled prior to reaching the age of 50, Transfer Class A Common Shares beneficially owned by such Disabled Employee as of
the IPO Date in accordance with the provisions of paragraph (a) of this Bye−Law 43.2 as if such Disabled Employee were an Employee
Covered Person and (ii) if such Disabled Employee becomes disabled after reaching the age of 50, Transfer Class A Common Shares
beneficially owned by such Disabled Employee as of the IPO Date in accordance with the provisions of paragraph (c) of this Bye−Law 43.2 as
if such Disabled Employee were a Retired Employee.
(e)
Notwithstanding Bye−Law 43.1, a Covered Person may Transfer Class A Common Shares beneficially owned by such Covered Person as of
the IPO Date pursuant to bona fide pledges of Class A Common Shares approved by the Company in writing and any foreclosures thereunder,
provided that the pledgee has agreed in writing with the Company (any such agreement to be satisfactory to the Company in its sole discretion)
that the Company shall have a right of first refusal to repurchase such Class A Common Shares at the market price prior to any sale of such
Class A Common Shares by such pledgee. Notwithstanding Bye−Law 43.1, a Covered Person may also exchange Accenture Canada
Exchangeco Exchangeable Shares for Class A Common Shares.
(f)
All Transfers of Class A Common Shares beneficially owned by a Covered Person as of or prior to the IPO Date made by such Covered Person
before the adoption of Bye−Laws 43.1 through 43.7 shall be aggregated, for purposes of paragraphs (a) through (d) of this Bye−Law 43.2, with
all Transfers of Class A Common Shares beneficially owned by such Covered Person as of or prior to the IPO Date made by such Covered
Person after the adoption of Bye− Laws 43.1 through 43.7.
43.3 (a)
Each Covered Person, at the request of the Company, will comply with any future restrictions on Transfer relating to Common Shares imposed
by or with the consent of the Company and notified to such Covered Person from time to time in connection with any future offerings of
securities of the Company, whether by the Company or by any securityholder of the Company and whether or not such restrictions on transfer
refer to such Covered Person by name (such restrictions, collectively, “Future Restrictions”), provided that such Future Restrictions are no more
onerous than restrictions agreed to by the Company. Notwithstanding the immediately preceding sentence, Covered Persons that are not
Employee Covered Persons shall not be required to comply with such Future Restrictions on Transfer relating to Common Shares that are not
Covered Shares.
Page 20 of 57
Bye−Laws of Accenture Ltd
(b)
Each Covered Person, for so long as such Covered Person is an Employee Covered Person, will comply with any restrictions on Transfer
relating to Common Shares imposed by the Company and notified to such Covered Person from time to time pursuant to the Company’s insider
trading policies from time to time.
(c)
Notwithstanding Bye−Law 43.2, each Covered Person will not Transfer any Covered Shares until July 24, 2005, except (A) to participate in
underwritten public offerings, share repurchases, sales or redemptions or other transactions, in each case as approved in writing by the
Company and/or (B) to estate and/or tax planning vehicles, family members and charitable organizations that become bound by the provisions
of this paragraph (c) by express agreement, in each case as approved in writing by the Company (which approval may be subject to other
conditions, including upon the requirement that any transferee become bound by any other agreement, that the Company may require in its sole
discretion). The preceding sentence shall not preclude any Transfer permitted under paragraph (e) of Bye−Law 43.2.
43.4 (a)
All Covered Shares beneficially owned by a Covered Person (in each case other than Covered Shares held of record by a trustee in a
compensation or benefit plan administered by the Company and other Covered Shares that have been pledged to the Company (or to a third
party agreed to in writing by the Company) shall, at the sole discretion of the Board, be registered in the name of a nominee for such Covered
Person and/or shall be held in the custody of a custodian until otherwise determined by the Board or until such time as such Covered Shares are
released pursuant to paragraphs (e) or (f) of this Bye− Law 43.4. The form of the custody agreement and the identity of the custodian and/or
nominee shall be as determined by the Board from time to time.
(b)
Whenever any nominee holder shall receive any dividend or other distribution in respect of any Covered Shares, satisfied otherwise than in
Covered Shares, the Board will give or cause to be given notice or direction to the applicable nominee and/or custodian referred to in paragraph
(a) of this Bye−Law 43.4 to permit the prompt distribution of such dividend or distribution to the beneficial owner of such Covered Shares, net
of any tax withholding amounts required to be withheld by the nominee, unless the distribution of such dividend or distribution is restricted by
the terms of another agreement between the Covered Person and the Company (or with any other person with respect to which the Company
has expressly agreed in writing) known to the Board.
(c)
Any share certificate representing Covered Shares beneficially owned by a Covered Person, and any agreement or other instrument evidencing
restricted share units, options or other rights to receive or acquire Covered Shares beneficially owned by such Covered Person, may bear a
legend noted conspicuously on each such certificate, agreement or other instrument reading substantially as follows:
Page 21 of 57
Bye−Laws of Accenture Ltd
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER RESTRICTIONS SET FORTH IN THE
COMPANY’S BYE−LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE SOLD, EXCHANGED,
TRANSFERRED, ASSIGNED, PLEDGED, PARTICIPATED, HYPOTHECATED OR OTHERWISE DISPOSED OF ONLY IN
ACCORDANCE THEREWITH.”
(d)
The Board may refuse to register, and stop transfer orders may be entered against, transfers of Covered Shares except in compliance with
Bye−Laws 43.1 through 43.7.
(e)
All Covered Shares of each Covered Person who is not an Employee Covered Person which could then be Transferred without contravening
any provisions of Bye−Laws 43.1 through 43.7 shall be released, pursuant to procedures to be developed by the Board, to or at the direction of
such Covered Person free and clear of all restrictions and legends described in this Bye−Law 43.4.
(f)
A specified number of Covered Shares of an Employee Covered Person shall be released, pursuant to procedures to be developed by the Board,
upon the request of such Employee Covered Person and to or at the direction of such Employee Covered Person (free and clear of all
restrictions and legends described in this Bye−Law 43.4), provided that such request is accompanied by a certificate of such requesting
Employee Covered Person (i) indicating such requesting Employee Covered Person’s intention to Transfer promptly such specified number of
Covered Shares and (ii) establishing that such specified number of Covered Shares are then permitted to be Transferred without contravening
any provisions of Bye−Laws 43.1 through 43.7 (which evidence must be satisfactory to the Board).
(g)
Each Covered Person shall be responsible for all expenses of such Covered Person incurred in connection with compliance by such Covered
Person with his obligations under Bye−Laws 43.1 through 43.7, including expenses incurred by the Company in enforcing the provisions of
Bye−Laws 43.1 through 43.7 relating to such obligations.
43.5 (a)
In the event of any change in the outstanding Common Shares or Accenture Canada Exchangeco Exchangeable Shares by reason of stock
dividends, stock splits, reverse stock splits, spin−offs, split−ups, recapitalizations, amalgamations, combinations, exchanges of shares and the
like, the term “Covered Shares” shall refer to and include the securities received or resulting therefrom, but only to the extent such securities are
received in exchange for or in respect of Covered Shares. Upon the occurrence of any event described in the immediately preceding sentence,
the Board shall make such adjustments to or interpretations of the provisions of Bye−Laws 43.1 and 43.2 (and, if the Board so determines, any
other provisions of Bye−Laws 43.3 through 43.7) as the Board shall deem necessary or desirable to carry out the intent of such provision(s). If
the Board deems it advisable, any such adjustments may take effect from the record date, the “when issued trading date,” the “ex dividend date”
or another appropriate date.
Page 22 of 57
Bye−Laws of Accenture Ltd
(b)
The provisions of Bye−Laws 43.1 through 43.7 shall be binding upon the respective legatees, legal representatives, successors and assigns of
the Covered Persons; provided, however, that a Covered Person may not assign any of its obligations under such provisions without the prior
written consent of the Company and any assignment without such consent by a Covered Person shall be void.
(c)
If requested by the Company, each Covered Person shall execute such documents and take such further action as may be reasonably necessary
to effect the provisions of Bye−Laws 43.1 through 43.7.
43.6 The Board may waive any of the provisions of Bye−Laws 43.1 through 43.7 to permit particular Covered Persons, a particular class of Covered
Persons or all Covered Persons to Transfer Covered Shares in particular situations (such as Transfers to family members, partnerships or trusts) or
generally. The Board may impose such conditions as it may determine on the granting of such waivers. The Board’s determination under this
Bye−Law 43.6 shall be final and binding and need not be uniform and may be made selectively among Covered Persons (whether or not such
Covered Persons are similarly situated).
43.7 For purposes of Bye−Laws 43.1 through 43.7, the following terms have the following meanings:
(a)
(b)
“Accenture Canada Exchangeco Exchangeable Shares” shall mean the exchangeable shares issued to the Company’s Canadian Partners by an
indirect Canadian subsidiary of Accenture Ltd which exchangeable shares are exchangeable from time to time for Class A Common Shares.
A “beneficial owner” of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise, has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, such security and/or
(ii) investment power, which includes the power to dispose, or to direct the disposition of, such security, but for purposes of these Bye−Laws a
person shall not be deemed a beneficial owner of Common Shares (A) solely by virtue of the application of Securities Exchange Act of 1934, as
amended from time to time (the “Exchange Act”) Rule 13d−3(d) or Exchange Act Rule 13d−5 as in effect on April 18, 2001, (B) solely by
virtue of the possession of the legal right to vote securities under applicable law (such as by proxy, power of attorney or appointment as
corporate representative) or (C) held of record by a “private foundation” subject to the requirements of Section 509 of the United States Internal
Revenue Code of 1986, as amended from time to time, and the applicable rulings and regulations thereunder (or equivalent in other
jurisdictions as determined from time to time by the Board). “Beneficially own” and “beneficial ownership” shall have correlative meanings.
For purposes of the definition of beneficial ownership only, the provisions of Bye−Laws 43.1 through 43.7 shall not be deemed to transfer the
investment power with respect to any Common Shares.
Page 23 of 57
Bye−Laws of Accenture Ltd
(c)
“Common Shares” shall mean Class A Common Shares and/or Class X Common Shares.
(d)
“Company” shall mean Accenture Ltd, together, as the case may be and if the context so requires, with its Subsidiaries from time to time.
(e)
“Covered Person” or “Covered Persons” shall mean those persons, other than the Company, who were parties to the Voting Agreement, as
amended, on the date of adoption of Bye−Laws 43.1 through 43.7; provided that any Covered Person who was not also a party to that certain
Common Agreement dated as of April 19, 2002 among the Company and the other parties thereto on the date of adoption of Bye−Laws 43.1
through 43.7 shall not be subject to the provisions of paragraph (c) of Bye−Law 43.3.
(f)
A Covered Person’s “Covered Shares” shall mean (1) any Class X Common Shares beneficially owned by such Covered Person at the time in
question, (2) any Class A Common Shares beneficially owned by such Covered Person at the time in question that were also beneficially owned
by such Covered Person as of or prior to the IPO Date and (3) any Class A Common Shares not falling within the preceding clause (2) that are
or were acquired from the Company (including, without limitation, Class A Common Shares acquired from the Company in connection with
the redemption or exchange of Accenture Canada Exchangeco Exchangeable Shares or other shares of any other Subsidiary of the Company)
or, whether or not acquired from the Company, in order to comply with a written requirement of the Company (which may be a written policy),
by such Covered Person while a Partner of the Company or in connection with becoming a Partner of the Company, and beneficially owned by
such Covered Person at the time in question but, shall not include (i) unless such Common Shares are acquired in order to comply with a
written requirement of the Company, Common Shares beneficially owned as a result of (A) an acquisition, directly or indirectly, from the
Company in an underwritten public offering or (B) conversion of securities convertible into Common Shares, where beneficial ownership of the
convertible securities was acquired in a transaction described in clause (A) above or (ii) any other Common Shares acquired under a deferred
compensation or employee benefit plan and excluded from the definition of Covered Shares by action of the Partners Representatives prior to
the adoption of Bye−Laws 43.1 through 43.7 or the Board after adoption of Bye−Laws 43.1 through 43.7. “Covered Shares” shall also include
any Accenture Canada Exchangeco Exchangeable Shares beneficially owned by a Covered Person. “Covered Shares” shall also include the
securities that are defined to be “Covered Shares” in Bye−Law 43.5. A Covered Person “acquires” Covered Shares when such Covered Person
first acquires beneficial ownership over such Covered Shares. Notwithstanding the immediately preceding sentence, any Class A Common
Shares received by a Covered Person upon exchange for Accenture Canada Exchangeco Exchangeable Shares shall, solely for purposes of
Bye−Laws 43.1 through 43.7, be deemed to have been owned by such Covered Person as of the IPO Date.
Page 24 of 57
Bye−Laws of Accenture Ltd
(g)
The term “disabled” shall mean “disabled” as defined (i) in any employment agreement then in effect between the employee and the Company,
or (ii) if not defined therein, or if there shall be no such agreement, as defined in the Company’s long−term disability plan as in effect from time
to time, or (iii) if there shall be no plan, the inability of an employee to perform in all material respects his duties and responsibilities to the
Company for a period of six (6) consecutive months or for an aggregate of nine (9) months in any twentyfour (24) consecutive month period by
reason of a physical or mental incapacity. Any question as to the existence of a disability as to which the employee and the Company cannot
agree shall be determined in writing by a qualified independent physician mutually acceptable to the employee and the Company. If the
employee and the Company cannot agree as to a qualified independent physician, each shall appoint such a physician and those two physicians
shall select a third who shall make such determinations in writing. The determination of disability made in writing to the Company and the
employee shall be final and conclusive for all purposes of these Bye−Laws.
(h)
An “employee” shall include, without limitation, the owners and employees of partner personal service companies in certain countries with
which the Company has personal service contracts (in each case as agreed by the Partners Representatives prior to the adoption of Bye−Laws
43.1 through 43.7 or the Board), and any other similarly situated person designated as an “employee” by the Partners Representatives prior to
the adoption of Bye−Laws 43.1 through 43.7 or the Board.
(i)
“Employee Covered Person” shall mean a Covered Person that is an employee of the Company at the time in question, provided that if the
Company has received notice that any Covered Person intends to terminate such Covered Person’s employment with the Company (except in
the case of notice with respect to retirement or disability), such Covered Person shall be deemed not to be an Employee Covered Person.
(j)
“IPO Date” shall mean July 24, 2001.
(k)
“Non−Competition Agreement” shall mean, collectively, any Non−Competition Agreement, dated as of April 18, 2001, among the Company
and the partners from time to time party thereto as such agreement may be amended from time to time or any agreement having a similar effect.
(l)
“Partner” shall mean those partners from time to time that are parties to the certain Partners Matters Agreement among the Company and the
signatories thereto dated as of April 18, 2001 as such agreement may be amended from time to time or any agreement having a similar effect.
(m)
“Partners Representatives” shall have the meaning ascribed to such term in Section 4.4 of the Voting Agreement.
Page 25 of 57
Bye−Laws of Accenture Ltd
(n)
“Permitted Basket Transaction” shall mean the purchase or sale of, or the establishment of a long or short position in, a basket or index of
securities (or of a derivative financial instrument with respect to a basket or index of securities) that includes securities of the Company, in each
case if such purchase, sale or establishment is permitted under the Company’s policy on hedging with respect to securities of the Company and
other relevant policies, including insider trading policies, as announced from time to time.
(o)
“Sole Beneficial Owner” shall mean a person who is the beneficial owner of Covered Shares, who does not share beneficial ownership of such
Covered Shares with any other person (other than pursuant to these Bye−Laws, the Non−Competition Agreement or applicable community
property laws) and who is the only person (other than pursuant to applicable community property laws) with a direct economic interest in the
Covered Shares. An economic interest of the Company (or of any other person with respect to which the Company has expressly agreed to in
writing) as pledgee shall be disregarded for this purpose. A Covered Person that holds Covered Shares indirectly through a wholly−owned
personal holding company shall be considered the “Sole Beneficial Owner” of such Covered Shares, provided that such personal holding
company is a Covered Person hereunder.
(p)
“Subsidiary” shall mean any person in which the Company owns, directly or indirectly, at least a majority of the equity, economic or voting
interest.
(q)
“Transfer” shall mean any sale, transfer, pledge, hypothecation or other disposition, whether direct or indirect, whether or not for value, and
shall include any disposition of the economic or other risks of ownership of Covered Shares, including short sales of securities of the Company,
option transactions (whether physical or cash settled) with respect to securities of the Company, use of equity or other derivative financial
instruments relating to securities of the Company and other hedging arrangements with respect to securities of the Company, in each such case
other than Permitted Basket Transactions and provided, however, that any exchange of Accenture Canada Exchangeco Exchangeable Shares for
Class A Common Shares shall not constitute a Transfer or count toward any limit on Transfers set forth in Bye−Law 43.2.
TRANSMISSION OF SHARES
44.
In the case of the death of a Shareholder, the survivor or survivors, where the deceased was a joint holder, or the estate representative, where he was
sole holder, shall be the only person or persons recognised by the Company as having any title to his shares; but nothing in these Bye−Laws shall
release the estate of a deceased holder from any liability in respect of any share held by him either solely or jointly with other persons. In this
Bye−Law, estate representative means the person to whom probate or letters of administration or confirmation as executor has or have been granted
under the laws applicable to the estate of the deceased Shareholder or, failing such person, such other person as the Board may in its absolute
discretion determine to be the person recognised by the Company for the purpose of this Bye−Law.
Page 26 of 57
Bye−Laws of Accenture Ltd
45.1 In the case of a person becoming entitled to a share in consequence of the death of a Shareholder or otherwise by operation of applicable law, the
Board may require the production to the Company of such evidence of his entitlement as is prescribed by the Companies Acts or, to the extent that no
such evidence is prescribed, as may from time to time be required by the Board. Upon production of such evidence the name and address of the
person so entitled shall be noted in the Register.
45.2 Subject to Bye−Law 46.2, any person entitled by transmission to a share shall be entitled to receive (and may give a discharge for) any dividends or
other moneys payable in respect of the share, to attend and vote in respect of the share at general meetings of the Company and of the relevant class of
Shareholders and generally to exercise in respect of the share all of the rights or privileges of a Shareholder as if he were registered as the holder of
the share.
46.1 Any person entitled by transmission to a share may elect either to be registered himself as the holder of the share or to have some person nominated
by him registered as the transferee of the share. If he elects to be registered himself, he shall deliver or send to the Company a notice in writing signed
by him stating that he so elects. If he elects to have his nominee registered, he shall signify his election by signing an instrument of transfer of such
share in favour of his nominee. All the provisions of these Bye−Laws relating to the right to transfer and the registration of transfer of shares shall
apply to any such notice or instrument of transfer as if the death of the Shareholder or other event giving rise to the transmission had not occurred and
the notice or instrument of transfer was an instrument of transfer signed by such Shareholder.
46.2 The Board may at any time give notice requiring a person entitled by transmission to a share to elect either to be registered himself or to transfer the
share and if the notice is not complied with within 60 days the Board may withhold payment of all dividends and other moneys payable in respect of
the share until the requirements of the notice have been complied with.
47.
Subject to any directions of the Board from time to time in force, the Secretary may exercise the powers and discretions of the Board under
Bye−Laws 44, 45 and 46.
GENERAL MEETINGS
48.1 The Board shall convene and the Company shall hold annual general meetings in accordance with the requirements of the Companies Acts.
48.2 The Board may, whenever it thinks fit, and shall, on the requisition in writing of Shareholders holding such number of shares as is prescribed by, and
made in accordance with, the Companies Acts, convene a general meeting in the manner required by the Companies Acts. All general meetings other
than annual general meetings shall be called special general meetings.
48.3 Each general meeting shall be held at such time and place as the Board decides.
Page 27 of 57
Bye−Laws of Accenture Ltd
NOTICE OF GENERAL MEETINGS
49.
An annual general meeting of the Company (other than an adjourned meeting) shall be called by at least 30 clear days’ notice and a special general
meeting of the Company (other than an adjourned meeting) shall be called by at least 10 clear days notice. The notice of a general meeting shall
specify the place, day and time of the meeting (including any satellite meeting place arranged for the purposes of Bye−Law 53.2) and, in the case of a
special general meeting, the general nature of the business to be considered. Notice of every general meeting shall be given in any manner permitted
by these Bye−Laws to all Shareholders (other than those who, under the provisions of these Bye−Laws or the terms of issue of the shares which they
hold, are not entitled to receive such notice from the Company) and to each Director and to the Resident Representative.
50.
The accidental omission to give notice of a meeting or (in cases where instruments of proxy are sent out with the notice) the accidental omission to
send such instrument of proxy to, or the non−receipt of notice of a meeting or such instrument of proxy by, any person entitled to receive such notice
shall not invalidate the proceedings at that meeting. A Shareholder present, either in person or by proxy, at any general meeting of the Company or of
the holders of any class of shares in the Company, will be deemed to have received notice of that meeting and, where required, of the purpose for
which it was called.
PROCEEDINGS AT GENERAL MEETINGS
51.1 The chairman of the Board or, in his absence, the president of the Board shall preside as chairman at every general meeting of the Company or of any
class of Shareholders. If there is no such chairman or president, or if at any meeting neither the chairman nor the president is present within 5 minutes
after the time appointed for holding the meeting, or if neither of them is willing to act as chairman, the Directors present shall appoint one of those
Directors who is willing to act as chairman or, if only one Director is present, he shall preside as chairman, if willing to act. If none of the Directors
present is willing to act as chairman, the Director or Directors present may appoint any other Officer who is present and willing to act as chairman. In
default of any such appointment, the persons present and entitled to vote shall elect any Officer who is present and willing to act as chairman or, if no
Officer is present or if none of the Officers present is willing to act as chairman, one of their number to be chairman.
51.2 Except in the case of the removal of auditors or Directors, anything which may be done by resolution in general meeting of all or any class or
Shareholders may, without a meeting and without any previous notice being required, be done by resolution in writing, signed by all of the
Shareholders or any class thereof or their proxies (or in the case of a Shareholder that is a corporation (whether or not a company within the meaning
of the Companies Acts) on behalf of such Shareholder) being all of the Shareholders of the Company or any class thereof, who at the date of the
resolution in writing would be entitled to attend a meeting and vote on the resolution. Such resolution in writing may be signed in as many
counterparts as may be necessary.
Page 28 of 57
Bye−Laws of Accenture Ltd
51.3 For the purposes of any written resolution under Bye−Law 51.2, the date of the resolution in writing is the date when the resolution is signed by, or on
behalf of, the last Shareholder to sign and any reference in any enactment to the date of passing of a resolution is, in relation to a resolution in writing
made in accordance with this section, a reference to such date.
51.4 A resolution in writing made in accordance with Bye−Law 51.2 is as valid as if it had been passed by the Company in general meeting or, if
applicable, by a meeting of the relevant class of Shareholders of the Company, as the case may be. A resolution in writing made in accordance with
this section shall constitute minutes for the purposes of the Companies Acts and these Bye−Laws.
52.1 No business shall be transacted at any general meeting or adjourned meeting unless a quorum is present when the meeting proceeds to business, but
the absence of a quorum shall not preclude the appointment or election of a chairman, which shall not be treated as part of the business of the meeting.
Except as otherwise provided by the Companies Acts or these Bye−Laws, two Shareholders present in person or by proxy and having the right to
attend and vote at the meeting and holding shares representing more than 50 per cent of the votes that may be cast by all Shareholders at the relevant
time shall be a quorum (provided that, if the Company shall have only one Shareholder, one Shareholder present in person or by proxy shall constitute
the necessary quorum).
52.2 If within 5 minutes (or such longer time as the chairman of the meeting may determine to wait) after the time appointed for a meeting a quorum is not
present, the meeting, if convened on the requisition of Shareholders, shall be dissolved. If within 15 minutes after the time appointed for a meeting, no
shareholders are present, the meeting shall be dissolved. In any other case, it shall stand adjourned to such other day and such other time and place as
the chairman of the meeting may determine. The Company shall give not less than 5 days notice of any meeting adjourned through want of a quorum
and such notice shall state the quorum requirement from the adjourned meeting under Bye−Law 52.1. If within 5 minutes (or such longer time as the
chairman of the meeting may determine to wait) after the time appointed for any adjourned meeting a quorum is not present, the meeting may be
further adjourned to such other day and such other time and place as the chairman of the meeting may determine, but otherwise the meeting shall be
dissolved. A meeting may not be adjourned under this Bye−Law 52.2 to a day which is more than 90 days after the day originally appointed for the
meeting.
52.3 If it appears to the chairman of a general meeting that the place of the meeting specified in the notice convening the meeting is inadequate to
accommodate all persons entitled and wishing to attend, the meeting is duly constituted and its proceedings are valid if the chairman is satisfied that
adequate facilities are available, whether at the place of the meeting or elsewhere, to ensure that each such person who is unable to be accommodated
at the place of the meeting is able to communicate simultaneously and instantaneously with the persons present at the place of the meeting, whether
by the use of microphones, loud−speakers, audio−visual or other communications equipment or facilities.
Bye−Laws of Accenture Ltd
Page 29 of 57
53.1 A meeting of the Shareholders or of any class of Shareholders may be held by such electronic means as the Board may from time to time approve and
which permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a
meeting shall constitute presence in person at such meeting.
53.2 The Board may resolve to enable persons entitled to attend a general meeting of the Company or of any class of Shareholders to do so by
simultaneous attendance and participation at a satellite meeting place anywhere in the world. The Shareholders present at any such satellite meeting
place in person or by proxy and entitled to vote shall be counted in the quorum for, and shall be entitled to vote at, the general meeting in question if
the chairman of the general meeting is satisfied that adequate facilities are available throughout the general meeting to ensure that Shareholders
attending at all the meeting places are able to:
53.2.1 communicate simultaneously and instantaneously with the persons present at the other meeting place or places, whether by the use of
microphones, loudspeakers, audio−visual or other communications equipment or facilities; and
53.2.2 have access to all documents which are required by the Companies Acts and these Bye−Laws to be made available at the meeting.
The chairman of the general meeting shall be present at, and the meeting shall be deemed to take place at, the principal meeting place. If it appears to
the chairman of the general meeting that the facilities at the principal meeting place or any satellite meeting place are or become inadequate for the
purposes referred to above, then the chairman may, without the consent of the meeting, interrupt or adjourn the general meeting. All business
conducted at that general meeting up to the time of such adjournment shall be valid.
54.
Each Director and the Resident Representative shall be entitled to attend and speak at any general meeting of the Company or of any class of
Shareholders.
55.
The Board may make any security arrangements which it considers appropriate relating to the holding of a general meeting of the Company or of any
class of Shareholders including, without limitation, arranging for any person attending a meeting to be searched and for items of personal property
which may be taken into a meeting to be restricted, and any person who fails to comply with any such arrangements may be refused entry to the
meeting.
56.1 Subject to the Companies Acts, a resolution may only be put to a vote at a general meeting of the Company or of any class of Shareholders if:
56.1.1 it is proposed by or at the direction of the Board; or
56.1.2 it is proposed at the direction of the Court; or
Bye−Laws of Accenture Ltd
Page 30 of 57
56.1.3 it is proposed on the requisition in writing of such number of Shareholders as is prescribed by, and is made in accordance with, the relevant
provisions of the Companies Acts; or
56.1.4 the chairman of the meeting in his absolute discretion decides that the resolution may properly be regarded as within the scope of the meeting.
56.2 No amendment may be made to a resolution, at or before the time when it is put to a vote, unless the chairman of the meeting in his absolute
discretion decides that the amendment or the amended resolution may properly be put to a vote at that meeting.
56.3 If the chairman of the meeting rules a resolution or an amendment to a resolution admissible or out of order (as the case may be), the proceedings of
the meeting or on the resolution in question shall not be invalidated by any error in his ruling. Any ruling by the chairman of the meeting in relation to
a resolution or an amendment to a resolution shall be final and conclusive.
57.
The chairman of the meeting may, with the consent of any meeting at which a quorum is present, adjourn the meeting from time to time (or sine die)
and from place to place. In addition to any other power of adjournment conferred by law, the chairman of the meeting may at any time without the
consent of the meeting adjourn the meeting (whether or not it has commenced or a quorum is present) to another time and/or place (or sine die) if, in
his opinion, it would facilitate the conduct of the business of the meeting to do so or if he is so directed (prior to or at the meeting) by the Board.
When a meeting is adjourned sine die the time and place for the adjourned meeting shall be fixed by the Board.
58.
When a meeting is adjourned for three months or more or sine die, not less than 10 clear days’ notice of the adjourned meeting shall be given in the
same manner as in the case of the original meeting. Except as expressly provided by these Bye−Laws, it shall not be necessary to give any notice of
an adjourned meeting or of the business to be transacted at an adjourned meeting. No business shall be transacted at any adjourned meeting except
business which might properly have been transacted at the meeting from which the adjournment took place.
VOTING
59.
Except where a greater majority is required by the Companies Acts or these Bye− Laws, any question proposed for consideration at any general
meeting of the Company or of any class of Shareholders shall be decided by a simple majority of the votes cast by Shareholders entitled to vote at
such meeting and all resolutions put to the Shareholders will be decided on a poll vote.
60.
Subject to any rights or restrictions for the time being attached to any class of shares, on any vote each Shareholder present in person or by proxy shall
have one vote for each share held by him.
61.
The Board may, before any meeting of Shareholders, determine the manner in which the poll vote is to be taken and the manner in which votes are to
be counted, which
Bye−Laws of Accenture Ltd
Page 31 of 57
may include provision for votes to be cast by electronic means by persons present in person or by proxy at the meeting and for the appointment of
scrutineers. To the extent not so determined by the Board, such matters shall be determined by the chairman of the meeting. A person appointed to act
as a scrutineer need not be a Shareholder.
62.
Votes may be cast on the poll vote either personally or by proxy. A person entitled to more than one vote need not use all his votes or cast all the
votes he uses in the same way.
63.
The result of the poll vote shall be deemed to be the resolution of the meeting.
64.
In the case of an equality of votes at a general meeting, the motion shall be deemed to be lost and the chairman of the meeting shall not be entitled to a
second or casting vote.
65.
In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of
the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect
of the joint holding.
66.
Subject to Bye−Law 67, a Shareholder who is a patient for any purpose of any statute or applicable law relating to mental health or in respect of
whom an order has been made by any court in Bermuda (or elsewhere having jurisdiction) for the protection or management of the affairs of persons
incapable of managing their own affairs may vote, by his receiver, committee, curator bonis or other person in the nature of a receiver, committee or
curator bonis appointed by such court, and such receiver, committee, curator bonis or other person may vote by proxy and may otherwise act and be
treated as such Shareholder for the purpose of general meetings.
67.
Evidence to the satisfaction of the Board of the authority of any person claiming the right to vote under Bye−Law 66 shall be produced at the
Registered Office (or at such other place as may be specified for the deposit of instruments of proxy) not later than the last time by which an
instrument appointing a proxy must be deposited in order to be valid for use at the meeting or adjourned meeting or on the holding of the poll at or on
which that person proposes to vote and, in default, the right to vote shall not be exercisable.
68.
No Shareholder shall, unless the Board otherwise determines, be entitled to vote at any general meeting of the Company or of any class of
Shareholders in respect of any share held by him unless all calls or other sums presently payable by him in respect of that share have been paid.
69.
No objection may be raised to the qualification of any voter or to the counting of, or failure to count, any vote except at the meeting at which the vote
objected to is tendered. Any objection so raised shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on
any resolution if the chairman decides that it may have affected the decision of the meeting. The decision of the chairman on any such matter shall be
final and conclusive. Except as otherwise decided by the
Bye−Laws of Accenture Ltd
Page 32 of 57
chairman, every vote counted and not disallowed at the meeting shall be valid and every vote disallowed or not counted shall be invalid.
PROXIES AND CORPORATE REPRESENTATIVES
70.1 A Shareholder may appoint one or more persons as his proxy, with or without the power of substitution, to represent him and vote on his behalf in
respect of all or some only of his shares at any general meeting (including an adjourned meeting). A proxy need not be a Shareholder.
70.2 A Shareholder which is a corporation may appoint any person (or two or more persons in the alternative) as its representative to represent it and vote
on its behalf at any general meeting (including an adjourned meeting) and such a corporate representative may exercise the same powers on behalf of
the corporation which he represents as that corporation could exercise if it were an individual Shareholder.
70.3 A Shareholder which is a corporation may appoint more than one such corporate representatives (with or without appointing any persons in the
alternative) at any such meeting provided that such appointment specifies the number of shares in respect of which each such appointee is authorised
to act as representative, not exceeding in aggregate the number of shares held by the appointor and carrying the right to attend and vote at the relevant
meeting.
70.4 The appointment of a proxy or a corporate representative in relation to a particular meeting shall, unless the contrary is stated, be valid for any
adjournment of the meeting.
71.
A Shareholder may appoint a standing proxy, with or without the power of substitution, or (if a corporation) a standing representative by delivery to
the Registered Office (or at such other place as the Board may from time to time specify for such purpose) of evidence of such appointment. The
appointment of such a standing proxy or representative shall be valid for every general meeting and adjourned meeting until such time as it is revoked
by notice to the Company, but:
71.1 the appointment of a standing proxy or representative may be made on an irrevocable basis in which case the Company may recognise the vote
of the proxy or representative given in accordance with the terms of the appointment, to the exclusion of the vote of the Shareholder, until such
time as the appointment ceases to be effective in accordance with its terms. The Company will, in particular, recognise votes given by a proxy
in accordance with the terms of any standing, irrevocable proxy given by a Shareholder pursuant to the terms of the Voting Agreement on this
basis;
71.2 (subject to Bye−Law 71.1) the appointment of a standing proxy or representative shall be deemed to be suspended at any meeting or poll taken
subsequently to any meeting at which the Shareholder is present or in respect of which the Shareholder has specifically appointed another proxy
or representative; and
Bye−Laws of Accenture Ltd
Page 33 of 57
71.3 the Board may from time to time require such evidence as it deems necessary as to the due execution and continuing validity of the appointment
of any standing proxy (other than a standing, irrevocable proxy given pursuant to the terms of the Voting Agreement) or representative and, if it
does so, the appointment of the standing proxy or representative shall be deemed to be suspended until such time as the Board determines that it
has received the required evidence or other evidence satisfactory to it.
72.1 A proxy may be appointed by an instrument in writing in any common form or in such other form as the Board may approve, such instrument being
executed under the hand of the appointor or of his attorney or agent authorised by him in writing or, if the appointor is a corporation, either under its
seal or under the hand of an officer, attorney or other person authorised to sign the same. A proxy may also be appointed in such other manner as the
Board may from time to time approve. The form of standing, irrevocable proxy attached to the Voting Agreement will be regarded as approved by the
Board for all purposes of these Bye−Laws.
72.2 Any instrument or other form of communication appointing or evidencing the appointment of a proxy or a corporate representative (other than a
standing proxy or representative), together with such evidence as to its due execution as the Board may from time to time require, shall be delivered to
the Registered Office (or to such other place or places as may be specified in the notice convening the meeting or in any notice of an adjourned
meeting or, in either case, in any other information sent to Shareholders by or on behalf of the Board in relation to the meeting or adjourned meeting)
by such time or times as may be specified in the notice of meeting or adjourned meeting or in any such other information (which times may differ
when more than one place is so specified) or, if no such time is specified, at any time prior to the holding of the relevant meeting or adjourned
meeting at which the appointee proposes to vote, and if not so delivered (but subject to Bye−Law 76) the appointment shall not be treated as valid.
72.3 Subject to Bye−Law 76 and subject as mentioned in this Bye−Law, an instrument or other form of communication appointing or evidencing the
appointment of a standing proxy or corporate representative shall not be treated as valid until 24 hours after the time at which it, together with such
evidence as to its due execution as the Board may from time to time require, is delivered to the Registered Office (or to such other place or places as
the Board may from time to time specify for the purpose). Any standing, irrevocable proxy delivered to the Company by any Shareholder pursuant to
the Voting Agreement will automatically be treated as valid and effective for all purposes of these Bye−Laws.
72.4 If the terms of appointment of a proxy include a power of substitution, any proxy appointed by substitution under such power shall be deemed to be
the proxy of the Shareholder who conferred such power. All the provisions of these Bye−Laws relating to the execution and delivery of an instrument
or other form of communication appointing or evidencing the appointment of a proxy shall apply, mutatis mutandis, to the instrument or other form of
communication effecting or evidencing such an appointment by substitution.
Bye−Laws of Accenture Ltd
Page 34 of 57
73.
The appointment of a proxy, whether a standing proxy or a proxy relating to a particular meeting, shall be deemed, unless the contrary is stated, to
confer authority to vote on any amendment of a resolution and on any other resolution put to a meeting for which it is valid in such manner as the
proxy thinks fit.
74.
A vote given by proxy, whether a standing proxy or a proxy relating to a particular meeting, shall be valid notwithstanding the previous death or
insanity of the principal, or revocation of the appointment of the proxy or of the authority under which it was executed, unless notice of such death,
insanity or revocation was received by the Company at the Registered Office (or at any other place as may be specified for the delivery of instruments
or other forms of communication appointing or evidencing the appointment of proxies in the notice convening the meeting or in any other information
sent to Shareholders by or on behalf of the Board in relation to the meeting) at least one hour before the commencement of the meeting or adjourned
meeting at which the vote is given or by such later time as the Board may decide, either generally or in any particular case.
75.
Notwithstanding the preceding provisions of these Bye−Laws, the Board may decide, either generally or in any particular case, to treat an instrument
or other form of communication appointing or evidencing the appointment of a proxy or a corporate representative as properly delivered for the
purposes of these Bye−Laws if a copy or facsimile image of the instrument is sent by electronic means to the Registered Office (or to such place as
may be specified in the notice convening the meeting or in any notice of any adjournment or, in either case, in any other information sent by or on
behalf of the Board in relation to the meeting or adjourned meeting).
76.
Subject to the Companies Acts, the Board may also at its discretion waive any of the provisions of these Bye−Laws relating to the execution and
deposit of an instrument or other form of communication appointing or evidencing the appointment of a proxy or a corporate representative or any
ancillary matter (including, without limitation, any requirement for the production or delivery of any instrument or other communication to any
particular place or by any particular time or in any particular way) and, in any case in which it considers it appropriate, may accept such verbal or
other assurances as it thinks fit as to the right of any person to attend and vote on behalf of any Shareholder at any general meeting.
AMALGAMATIONS, DISCONTINUANCE AND SALES
77.1 Any amalgamation of the Company and another company shall require the approval of (i) the Board by a resolution passed with the approval of a
majority of those Directors then in office and eligible to vote on that resolution and (ii) a Resolution passed by a majority of votes cast, in addition to
any other sanction required by the Companies Acts in respect of any variation of the rights of any class of Shareholders.
77.2 A discontinuance of the Company out of Bermuda under Section 132G of the Companies Act 1981 of Bermuda shall, for the purposes of that section,
require the approval of (i) the Board by a resolution passed with the approval of a majority of those Directors then in office and eligible to vote on that
resolution and (ii) a Resolution passed by a majority of votes cast.
Bye−Laws of Accenture Ltd
Page 35 of 57
77.3 Any sale, lease or exchange by the Company of all or substantially all of its property or assets, including its goodwill and its corporate franchises, will
require the approval of (i) the Board by a resolution passed with the approval of a majority of those Directors then in office and eligible to vote on that
resolution and (ii) a Resolution passed by a majority of votes cast.
APPOINTMENT AND REMOVAL OF DIRECTORS
78.1 At the date of adoption of these Bye−Laws on 12 April 2001, the Board consists of the following persons:−
Name
Joe W. Forehand
Stephan A. James
Jackson L. Wilson, Jr.
78.2 Joe W. Forehand is designated as a class I Director, Stephen A. James is designated as a class II Director and Jackson L. Wilson Jr. is designated as a
class III Director for the purposes of these Bye−Laws. There is no distinction in the voting or other powers and authorities of Directors of different
classes; the classifications are solely for the purposes of the retirement by rotation provisions set out in Bye−Law 79. All Directors will be designated
as either class I, class II or class III Directors. The Board shall from time to time by resolution determine the respective numbers of class I Directors,
class II Directors and class III Directors.
78.3 Upon the resignation or termination of office of any Director, if a new Director shall be appointed to the Board he will be designated to fill the
vacancy arising and shall, for the purposes of these Bye−Laws, constitute a member of the class of Directors represented by the person that he
replaces.
79.1 Each class I Director shall (unless his office is vacated in accordance with these Bye− Laws) serve initially until the conclusion of the annual general
meeting of the Company held in the calendar year 2002 and subsequently shall (unless his office is vacated in accordance with these Bye−Laws) serve
for three−year terms, each concluding at the third annual general meeting after the class I Directors together were last appointed or re−appointed.
79.2 Each class II Director shall (unless his office is vacated in accordance with these Bye− Laws) serve initially until the conclusion of the annual general
meeting of the Company held in the calendar year 2003 and subsequently shall (unless his office is vacated in accordance with these Bye−Laws) serve
for three−year terms, each concluding at the third annual general meeting after the class II Directors together were last appointed or re−appointed.
Bye−Laws of Accenture Ltd
Page 36 of 57
79.3 Each class III Director shall (unless his office is vacated in accordance with these Bye−Laws) serve initially until the conclusion of the annual general
meeting of the Company held in the calendar year 2004 and subsequently shall (unless his office is vacated in accordance with these Bye−Laws) serve
for three−year terms, each concluding at the third annual general meeting after the class III Directors were last appointed or re−appointed.
79.4 Any Director retiring at an annual general meeting will be eligible for re−appointment and will retain office until the close of the meeting at which he
retires or (if earlier) until a resolution is passed at that meeting not to fill the vacancy or the resolution to re−appoint him is put to a vote at the meeting
and is lost.
79.5 If the Company, at the meeting at which a Director (of any class) retires by rotation or otherwise, does not fill the vacancy, the retiring Director shall,
if willing to act, be deemed to have been re−appointed unless at the meeting it is resolved not to fill the vacancy or unless a resolution for the
reappointment of the Director is put to the meeting and lost.
80.1 No person shall be appointed a Director, unless:−
80.1.1 in the case of an annual or special general meeting, such person is recommended by the Board; or
80.1.2 in the case of an annual general meeting, not less than 120 nor more than 150 days before the date of the Company’s proxy statement released
to Shareholders in connection with the prior year’s annual general meeting, notice executed by a Shareholder (not being the person to be
proposed) has been received by the Secretary of the Company of the intention to propose such person for appointment, setting forth as to each
person whom the Shareholder proposes to nominate for election or re−election as a Director (i) the name, age, business address and residence
address of such person, (ii) the principal occupation or employment of such person, (iii) the class, series and number of shares of the Company
which are beneficially owned by such person, (iv) particulars which would, if he were so appointed, be required to be included in the
Company’s register of Directors and Officers and (v) all other information relating to such person that is required to be disclosed in
solicitations for proxies for the election of Directors pursuant to the Rules and Regulations of the Securities and Exchange Commission under
Section 14 of the Securities Exchange Act of 1934 of the United States of America (as amended), together with notice executed by such
person of his willingness to serve as a Director if so elected; provided, however, that no Shareholder shall be entitled to propose any person to
be appointed, elected or re−elected Director at any special general meeting,
80.2 A Director need not be a Shareholder. Except as otherwise required by the Companies Acts, the appointment of any person proposed as a Director
shall be effected by a separate resolution voted on at a general meeting as provided in these Bye−Laws.
Bye−Laws of Accenture Ltd
Page 37 of 57
80.3 All Directors (other than the Directors referred to in Bye−Law 78.2), upon election or appointment (but not on re−appointment), must provide written
acceptance of their appointment, in such form as the Board may think fit, by notice in writing to the Registered Office within 30 days of their
appointment.
81.1 The Board may determine the number of Directors from time to time, which will be not less than 8 nor more than 15.
81.2 Subject to Bye−Law 79.5, the Directors shall be individuals appointed as follows:
81.2.1 the Company by Resolution at the annual general meeting in each year or at any special general meeting called for the purpose may appoint
any eligible person as a Director (but not so as to exceed the maximum number of Directors permitted by these Bye−Laws);
81.2.2 if so authorised by the Company by Resolution at any general meeting, the Board may, by a resolution passed with the approval of a majority
of the Directors then in office, appoint any persons as additional Directors (but not so as to exceed the maximum number of Directors
permitted by these Bye− Laws);
81.2.3 so long as there remains in office a sufficient number of Directors to constitute a quorum of the Board in accordance with Bye−Law 99.1, the
Board may, by a resolution passed with the approval of a majority of the Directors then in office, appoint any person as a Director to fill any
vacancy occurring in the Board;
and a Director so appointed shall (unless he is removed from office or his office is vacated in accordance with these Bye−Laws) hold office
until he is required to retire under the following provisions of this Bye−Law 81.
81.3 Subject to Bye−Law 78.3, the resolution appointing any Director must designate the Director as a class I, class II or class III Director.
81.4 A Director (other than a Director appointed by the Board prior to the completion by the Company of the initial public offering and listing of its
Class A Common Shares, who will hold office until required to resign under Bye−Laws 79.1, 79.2 or 79.3, as relevant) appointed by the Board under
Bye−Laws 81.2.2 or 81.2.3 will hold office only until the next following annual general meeting. If not re−appointed at that annual general meeting,
the Director will vacate office at the end of that meeting. If re−appointed at that annual general meeting, the Director will subsequently hold office
until required to retire by rotation under Bye−Laws 79.1, 79.2 or 79.3 as relevant. 81.5 Directors are not entitled to appoint alternate directors.
81.5 Directors are not entitled to appoint alternate directors.
RESIGNATION AND DISQUALIFICATION OF DIRECTORS
82.
The office of a Director shall be vacated:
Bye−Laws of Accenture Ltd
Page 38 of 57
82.1 if he resigns his office, on the date on which notice of his resignation is delivered to the Registered Office or tendered at a meeting of the Board
or on such later date as may be specified in such notice; or
82.2 on his being prohibited by law from being a Director;
82.3 on his ceasing to be a Director by virtue of any provision of the Companies Acts;
82.4 if, at a time when the Employee Covered Shares which are subject to Article IV of the Voting Agreement carry the right to cast more than 50
per cent of all votes capable of being cast generally on resolutions of Shareholders, the Partners’ Representatives (as defined in the Voting
Agreement, being the representatives of the Shareholders who are party from time to time to the Voting Agreement), having been authorised to
do so by the affirmative vote of 66−2/3 per cent of the Employee Covered Shares (which vote shall be conducted pursuant to such procedures
as the Partners’ Representatives shall determine, including (without limitation) the record date for that vote) give written notice to the Company
that the office of any Director is terminated (such notice having effect upon delivery to the Company); or
82.5 if, at a time when the Employee Covered Shares which are subject to Article IV of the Voting Agreement do not carry the right to cast more
than 50 per cent of all votes capable of being cast generally on resolutions of Shareholders, he is requested to resign in writing by not less than
three quarters of the other Directors.
The provisions of section 93 of the Companies Act 1981 of Bermuda will not apply to the Company.
DIRECTORS’ REMUNERATION AND EXPENSES
83.
Each Director (other than a Director who is also an employee of a Group Company) shall be entitled to receive such fees for his services as a Director,
if any, as the Board may from time to time determine. Directors who are also employees of a Group Company will not be paid any such fees by the
Company in addition to their remuneration as an employee. Each Director shall be paid all expenses properly and reasonably incurred by him in the
conduct of the Company’s business or in the discharge of his duties as a Director, including (but without limitation) his reasonable travelling, hotel
and incidental expenses in attending and returning from meetings of the Board or any committee of the Board or general meetings.
84.
The Board may from time to time determine that, subject to the requirements of the Companies Acts, all or part of any fees or other remuneration
payable to any nonemployee Director or other Officer of the Company shall be provided in the form of shares or other securities of the Company or
any subsidiary of the Company, or options or rights to acquire such shares or other securities, on such terms as the Board may decide.
Bye−Laws of Accenture Ltd
Page 39 of 57
DIRECTORS’ INTERESTS
85.
A Director may hold any other office or place of profit with the Company (except that of auditor) in addition to his office of Director for such period
and upon such terms as the Board may determine and may be paid such extra remuneration for so doing (whether by way of salary, commission,
participation in profits or otherwise) as the Board may determine, in addition to any remuneration or other amounts payable to a Director pursuant to
any other Bye−Law.
86.
A Director may act by himself or his firm in a professional capacity for the Company (otherwise than as auditor) and he or his firm shall be entitled to
remuneration for professional services as if he were not a Director.
87.1 Subject to the Companies Acts, a Director notwithstanding his office (i) may be a party to, or otherwise interested in, any transaction or arrangement
with the Company or in which the Company is otherwise interested and (ii) may be a director or other officer of, or employed by, or a party to any
transaction or arrangement with, or otherwise interested in, any company or other person promoted by the Company or in which the Company is
interested. The Board may also cause the voting power conferred by the shares in any other company or other person held or owned by the Company
to be exercised in such manner in all respects as the Board thinks fit, including the exercise of votes in favour of any resolution appointing the
Directors or any of them to be directors or officers of such other company or person or voting or providing for the payment of remuneration to any
such Directors as the directors or officers of such other company or person.
87.2 A Director who is in any way, whether directly or indirectly, to his knowledge interested in a contract with the Company or any other Group
Company shall declare the nature of his interest at the first opportunity at a meeting of the Board at which the question of entering into the contract is
first taken into consideration, if he knows his interest then exists, or in any other case at the first meeting of the Board after he knows that he is or has
become so interested.
87.3 Subject to the Companies Acts and any further disclosure required thereby, a general notice to the Directors by a Director or other Officer declaring
that he is a director or officer of or has an interest in a person and is to be regarded as interested in any transaction or arrangement made with that
person shall be a sufficient declaration of interest in relation to any transaction or arrangement so made.
87.4 So long as, where it is necessary, he declares the nature of his interest in accordance with Bye−law 87.2, a Director shall not by reason of his office be
accountable to the Company for any benefit which he derives from any office or employment to which these Bye−Laws allow him to be appointed or
from any transaction or arrangement in which these Bye−Laws allow him to be interested, and no such transaction or arrangement shall be liable to be
avoided