Privileged and confidential - Prepared for the purpose of receiving legal advice Competition Commission Site visit to PwC 11 January 2012 www.pwc.com 1 PwC January 2012 Competition Commission site visit
Privileged and confidential - Prepared for the purpose of receiving legal advice
Competition Commission Site visit to PwC
11 January 2012
www.pwc.com
1PwCJanuary 2012Competition Commission site visit
Introductions
1
Private and confidential
Agenda
• Introductions / Discussion of agenda
• PwC business overview
• PwC’s audit service for large companies
• Client case study
• Break
Introductions
3PwCJanuary 2012Competition Commission site visit
• Break
• Competitive pressures
PwC business overview
2
Private and confidential
Newcastle
Edinburgh
Aberdeen
Glasgow
Dungannon
UK Firm overview
• Limited liability partnership owned by the partners
• Circa 16,000 people, 6,600 in Assurance
• 843 partners at 1 July 2011 (including 218 Responsible Individuals)
• 30 partners currently working for overseas firms
PwC business overview
5PwCJanuary 2012Competition Commission site visit
people joined in 2011
ReadingGatwick
Bristol
Milton Keynes
St AlbansCardiff
Swansea
Plymouth
Norwich
CambridgeBirmingham
Leeds
ManchesterHull
Liverpool Sheffield
East Midlands
BelfastDungannon
Uxbridge
Southampton
London
Gloucester
Bournemouth
Armagh
Portadown
Omagh
38 offices across the UK
2,482
were graduates
• 30 partners currently working for overseas firms
• Revenue £2,281m in FY11 (FY10: £2,193m)
• Regulated by the ICAEW, FRC and FSA
• Largest UK private sector employer of graduates
1,091
Source: PwC Transparency Report
Private and confidential
International network
• Global network of separate member firms, owned and operating locally in countries around the world.
• PwC member firms agree to comply with common standards.
• PwCIL acts as co-ordinating entity for
PwC business overview
6PwCJanuary 2012Competition Commission site visit
766 locations
• PwCIL acts as co-ordinating entity for firms in the network; creating common and co-ordinated approach.
• Standards include independence, ethics and business conduct, risk and quality and client acceptance.
• Network enables PwC firms to provide a consistently high quality services on a global scale.
154 countries
161,718 PwC people
Source: PwC Annual Report
Private and confidential
UK firm – how we go to market...
....as One Firm in order to focus on our clients’ needs
IndustryConsumer Industrial;Products & Services;Financial Services;
Technology, InfoComms;Entertainment & Media;
Government & Public Sector
PwC business overview
7PwCJanuary 2012Competition Commission site visit
Government & Public Sector
Region
London;South East;North;Midlands;Scotland;West & Wales;Northern Ireland
Segment
Entrepreneurs & Private Clients;Public Sector;Inbound;Private Equity;FTSE 100;Mid Cap
Private and confidential
UK Firm – internal management
Executive Board
Advisory TaxAssurance Internal Firm Service
Supervisory Board
Public Interest Body
PwC business overview
8PwCJanuary 2012Competition Commission site visit
Corporate tax
Human Resource Consulting
Indirect tax
Personal tax
Business Recovery Services
Corporate Finance
Transaction Services
Consulting
Forensic Services
Sustainability & Climate Change
Provides strategic advice on transactions, performance improvement and crisis management
Provides direct and indirect tax advice and compliance services and HR consulting
Assurance on financial and non-financial performance including statutory audit
Provides support through specialised professional services for the rest of the business
Core Assurance
Risk Assurance
Services
Actuarial & Investment
Capital Markets &
Structuring
Finance
Infrastructure Procurement
Human Capital
Marketing
Communication & Business Development
Secretarial
Knowledge
Risk & Quality
IT
Partners and staff 4,100
Revenue £907m
Partners and staff 3,000
Revenue £645m
Partners and staff 6,600
Revenue £909m
Source: PwC Annual Report
Private and confidential
UK Firm - Our vision and strategy
Iconic
Our vision
PwC business overview
9PwCJanuary 2012Competition Commission site visit
Who we are
Performance goals
Personal responsibility
PwC Experience
Source: FY12 and Beyond
Leading firm Growth Profit Quality
Private and confidential
49%
51%53%
56% 57% 58%
51%
49%47%
44% 43% 42%40
50
60
70
UK Firm - Audit and non-audit service analysis
Percentage of UK firm turnover
49%
51%58%
42%
PwC business overview
10PwCJanuary 2012Competition Commission site visit
44% 43% 42%
28% 28% 27% 26% 27% 26%
23%21% 20%
18%16% 16%
0
10
20
30
40
Services to clients we do not audit Total services to audit clients
Statutory audits & directly related services Non-audit services to audit clients
Source: PwC Annual Report
28%
23%
26%
16%
£1,980m £2,107m £2,244m £2,248m £2,331m £2,461m2006 2007 2008 2009 2010 2011
Private and confidential
Companies in the FTSE350 (2010) by size (turnover) and UK share of turnover
Our UK audit clients
International dimension
38% of the FTSE 100
PwC business overview
31% of the FTSE 350
of which 11are US registrants
11PwCJanuary 2012Competition Commission site visit
PwC’s audit service for large companies
Private and confidential
A clear purpose
Building trust
�
Creating value
�
Developing professional leaders
�
PwC’s audit service to large companies
13PwCJanuary 2012Competition Commission site visit
� � �Retaining and winning business
Private and confidential
Game changers
Growth
Audit transformation
PwC’s audit service to large companies
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People
Client Case Study
3
Private and confidential
CONFIDENTIAL TEXT REDACTED
CONFIDENTIAL - TEXT REDACTED
Client case study
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CONFIDENTIAL - TEXT REDACTED
Private and confidential
Engagement leader overview and perspectives
• Engagement leader role
• overview
• Interaction with management and audit committee
Audit involves team of
Client case study
Confidential –text redacted
17PwCJanuary 2012Competition Commission site visit
Audit involves team of over 750 people
from assurance, tax and advisory
including 150 partners working across 95 locations
Private and confidential
OverviewKey facts
CONFIDENTIAL - TEXT REDACTED
Client case study
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CONFIDENTIAL - TEXT REDACTED
Private and confidential
Voice of
CONFIDENTIAL - TEXT REDACTED
Client case study
CONFIDENTIAL TEXT REDACTED
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CONFIDENTIAL - TEXT REDACTED
Private and confidential
audit approach in 2006
CONFIDENTIAL - TEXT REDACTED
Client case study
CONFIDENTIAL TEXT REDACTED
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CONFIDENTIAL - TEXT REDACTED
Private and confidential
Looking forwards
CONFIDENTIAL - TEXT REDACTED
Client case study
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CONFIDENTIAL - TEXT REDACTED
Private and confidential
Global hours by year
250,000
300,000
350,000
400,000
Client case study
First year of Sarbanes-Oxley audit procedures
First year of IFRS consolidated financial statements
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0
50,000
100,000
150,000
200,000
250,000
2005 (actual)
2006 (actual)
2007(actual)
2008 (actual)
2009 (expected)
2010 (expected)
Other Tier one Group
Private and confidential
Scoping the audit
CONFIDENTIAL - TEXT
Client case study
• Achieve sufficient coverage of each material financial statement item and significant risk;
23PwCJanuary 2012Competition Commission site visit
CONFIDENTIAL - TEXT REDACTED
• Ensure risk based coverage aligning s404 and financial reporting requirements; and
• Derive maximum leverage from central or regional level testing.
Private and confidential
Annual audit cycle
Post year end audit
proceduresQ3 review procedures
Update planning for year end
Announce ‘unaudited’ results
Views on controls presented to Audit
Fee discussions for next cycle begin
‘No surprises’ report presented to Audit Committee
issue Q3 results
Value add report discussed with Finance Leadership Team
Client case study
Views on significant risks presented to Audit Committee
Confidential –text redacted
24PwCJanuary 2012Competition Commission site visit
Planning procedures
Issue instructionsto global team
Half yearreview
ContinuousCommunication and Site Visits
Interim controls sign off
presented to Audit Committee
Audited financial statements issued
Client perspectives review undertaken and built into FY11 plan
Audit committee meeting; auditor effectiveness review, presentation of annual plan
AGM includes reappointment of auditors
Significant issues report presented to Audit Committee
issue Q2 resultsConfidential –text redacted
Private and confidential
Innovation and output
CONFIDENTIAL - TEXT REDACTED
Client case study
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CONFIDENTIAL - TEXT REDACTED
Private and confidential
CONFIDENTIAL – TEXT REDACTED
CONFIDENTIAL - TEXT REDACTED
Client case study
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CONFIDENTIAL - TEXT REDACTED
Private and confidential
Quality
Technical Client Service
Hot reviews – real time reviews performed by technical specialists.
Audit effectiveness review – performed annually by the audit committee prior to reappointment.
Quality Review Partner – conducts a pre-issuance review of all significant issues.
ISPR – post audit client satisfaction reviews performed by a senior partner independent of the team with directors.
Client case study
Confidential – text redacted
Confidential – text redacted
27PwCJanuary 2012Competition Commission site visit
independent of the team with directors.
KPI review - quarterly hot review of certain audit files by staff independent from the audit team and self certification.
Client Satisfaction Surveys –questionnaires sent to clients assessingvarious aspects of service.
AIU review – annual reviews performed by regulators.
Client perspectives – independentinterviews performed with key stakeholders
Portfolio review of audit partners. Client debrief – with audit team.
Confidential – text redacted
Confidential – text redacted
Confidential – text redactedConfidential – text redacted
Private and confidential
Value - Annual fee negotiation
€’000s
Actual FY10 audit fee
less 2010 non recurring scope changes
Confidential
Underlying FY10 audit fee - Text
Agreed FY11 efficiencies Redacted • CONFIDENTIAL – TEXT
Client case study
28PwCJanuary 2012Competition Commission site visit
Agreed FY11 efficiencies Redacted
Agreed FY11 fee
Additional FY11 efficiencies identified
FY11 scope increases
FY11 scope reductions
Inflation
Actual FY11 fee** based on FY10 fx rates
• CONFIDENTIAL – TEXT REDACTED
Private and confidential
Efficiency
• We constantly challenge our audit approach to achieve efficiencies
• Sophisticated buyers
• There are constant pressures in the market place
• Clients demand that we evolve with them
Client case study
29PwCJanuary 2012Competition Commission site visit
Private and confidential
CONFIDENTIAL – TEXT REDACTED
CONFIDENTIAL - TEXT REDACTED
Client case study
30PwCJanuary 2012Competition Commission site visit
CONFIDENTIAL - TEXT REDACTED
Competitive pressures
4
Private and confidential
Market share and growth
• Market share pressures –the constant need to win
• Targeting new clients
• Competitor activity
Competitive pressures
124.33
94.33
26.83 (114.00)
(23.50)108.00
100
150
200
250
300
Nu
mb
er o
f au
dit
s
Evolution of FTSE350 clients: Q2 2001 to Q3 2011, PwC clients only
32PwCJanuary 2012Competition Commission site visit
48%
50%
46%
44% 43%
48%
42%
41% 40% 39%
40%
38% 38%
37%
36% 35% 35% 34%
32%
35% 34%
31% 30%
29%
27%
29%
20%
25%
30%
35%
40%
45%
50%
55%
1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010
Vo
lum
e s
ha
re
(%
)
FTSE 100
FTSE 250
FTSE 100 and 250 audit client share 1998-2010
“We are focusing in those
market areas that will give
sustainable growth”.
2011 Assurance Strategy
-
50
100
Clients in Q2 2001
Clients gained due to
FTSE350 ENTRY
Clients gained due to
switches
Clients lost due to
FTSE350 EXITS
Clients lost due to
switches
Clients in Q3 2011
Nu
mb
er o
f au
dit
s
Private and confidential
Confidential – text redacted
We have had some success in winning new clients
The net635 initiative is on track to deliver £40m additional audit revenue through net client wins by the end of FY12…
… driven largely by several high-value client wins in FY11. Further net wins have been limited by client losses and unsuccessful pitches
Competitive pressures
635 initiative: progress as at 31 July 2011 635 initiative: largest client wins and losses in FY11:
Wins Losses
33PwCJanuary 2012Competition Commission site visit
Confidential – text redacted
Confidential – text redacted
Source: Assurance Strategy Partner Briefing
Confidential – text redacted
635 initiative: significant lost audit pitches in FY11:
Unsuccessful pitches
Private and confidential
CONFIDENTIAL – TEXT REDACTED
CONFIDENTIAL - TEXT REDACTED
Competitive pressures
34PwCJanuary 2012Competition Commission site visit
CONFIDENTIAL - TEXT REDACTED
Private and confidential
The risk of tender
Number of High Gross Risk Scores by Risk Type
25
30
35
40
79 Responses
Competitive pressures
Confidential – text redacted
35PwCJanuary 2012Competition Commission site visit
Source: PwC Audit Relationship Risk Diagnostic 2011
0
5
10
15
20
25
Business Environment
Strategy and Operations
Change Key People
Rotation Challenging Relationships
Quality of Service
Identifying Issues
Financial Health
Market Test Competitor Activity
Confidential – text redacted
Private and confidential
Transformation – streams and objectives
CONFIDENTIAL - TEXT REDACTED
Competitive pressures
36PwCJanuary 2012Competition Commission site visit
CONFIDENTIAL - TEXT REDACTED
Private and confidential
CONFIDENTIAL – TEXT REDACTED
CONFIDENTIAL - TEXT REDACTED
Competitive pressures
37PwCJanuary 2012Competition Commission site visit
CONFIDENTIAL - TEXT REDACTED
Private and confidential
People and talent
• Total graduate recruitment costs
• Total costs of staff development (including professional exams) for FY11
• Staff training hours
• Diversity
Competitive pressures
CONFIDENTIAL – TEXT REDACTED
CONFIDENTIAL – TEXT REDACTED
CONFIDENTIAL – TEXT REDACTED
38PwCJanuary 2012Competition Commission site visit
• Diversity
• Retention
• PwC Experience
Private and confidential
CONFIDENTIAL – TEXT REDACTED
CONFIDENTIAL - TEXT REDACTED
Competitive pressures
39PwCJanuary 2012Competition Commission site visit
CONFIDENTIAL - TEXT REDACTED
Private and confidential
Financial reporting and audit agenda – PwC’s views on issues and the way forward
• Corporate failure and auditors’ responsibility
• Risk of audit firm failure
• International regulatory initiatives
• Risk of unforeseen consequences
Competitive pressures
40PwCJanuary 2012Competition Commission site visit
“We recognise that we have a very significant public interest responsibility and we take it very seriously”
Richard Sexton
Private and confidential
The 4 pillars
• The consequence for audit firms of losing clients, and the risk of doing so, compels them to compete keenly on quality and
Outcomes are competitive - prices are reasonable, quality and
innovation are high, profits are reasonable:
• Consolidation and growth in the large audit sector has been a result of demand in an increasingly complex and international world,
Large companies require a distinct
service:
• There is sufficient choice of auditors for large companies and fierce competition between the largest firms (and on occasion smaller firms), which actively target each other’s customers.
• PwC differentiates through investing in people, systems and methodologies, specialisations, and geographic coverage.
Competition between large audit firms:
Competitive pressures
41PwCJanuary 2012Competition Commission site visit
keenly on quality and price.
• There is sufficient switching across the market for the threat to tender to be credible.
• The market works efficiently.
• Quality is high but there is recognition that audit needs to continue to evolve.
and international world, where large companies have global demands.
• The market recognises that the largest audit firms have the necessary attributes to carry out large company audits.
• Mid-tier firms are relatively more competitive in relation to smaller, less complex audits.
• Customers are largest companies in the UK – they can and do maximise value from their auditors.
• Boards and audit committees contain experienced individuals who understand audit and are familiar with a range of auditors.
• Large companies exert significant competitive pressure without formal tenders. Most pressure on audit quality and price comes from the threat to tender if service is unsatisfactory.
• The market is not commoditised - audits are tailored to customer needs and benefit from institutional knowledge.
Large companies are effective purchasers:
Discussion and closing remarks
5
This publication has been prepared for general guidance on matters of interest only, and does not constitute professional advice. You should not act upon the information contained in this publication without obtaining specific professional advice. No representation or warranty (express or implied) is given as to the accuracy or completeness of the information contained in this publication, and, to the extent permitted by law, PricewaterhouseCoopers LLP, its members, employees and agents do not accept or assume any liability, responsibility or duty of care for any consequences of you or anyone else acting, or refraining to act, in reliance on the information contained in this publication or for any decision based on it.
© 2012 PricewaterhouseCoopers LLP. All rights reserved. In this document, “PwC” refers to PricewaterhouseCoopers LLP (a limited liability partnership in the United Kingdom) which is a member firm of PricewaterhouseCoopers International Limited, each member firm of which is a separate legal entity.
RD-2011-12-22-1151-SM