PricewaterhouseCoopers

1251 Avenue of the Americas
New York, New York 10020
U.S.A.
(212) 536-2000
(888) 846-7076
Fax: (212) 536-3035
Web site: http://www.pwcglobal.com

Private Company
Incorporated: 1898 as Lybrand, Ross Bros. & Montgomery; 1865 as Price and Waterhouse
Employees: 140,000
Sales: $15.3 billion (1998)
NAIC: 541211 Offices of Certified Public Accountants

The international partnership of PricewaterhouseCoopers is the largest accounting and business consultancy firm in the world. With approximately 140,000 employees in 150 countries in 1999, the company offers auditing services, tax and legal advice, financial advice, business process outsourcing, and management consulting services. The partnership was created in 1998 from the merger of two Big Six accounting firms: Price Waterhouse and Coopers & Lybrand.

History of Coopers & Lybrand

Accounting practices were necessitated by the increasingly complex and sophisticated needs of businesses during the early 19th-century Industrial Revolution. Accounting as a profession emerged over several decades in the United States, and by 1898, the year in which Coopers & Lybrand was founded, there was not yet a single school of accounting. Furthermore, the only texts available were British and these often failed to address American problems and practices.

Accountants therefore received their training on the job, initially as bookkeepers, the most able and talented ones trained by their supervisor in accounting practices and procedures. This was the route taken by the four American founders of Coopers & Lybrand: William M. Lybrand, brothers T. Edward Ross and Adam A. Ross, and Robert H. Montgomery. All had worked in the same firm of Heins, Lybrand & Co. in Philadelphia and had received the same training; all four would be active in establishing accounting as a profession. The Ross brothers, Adam and Edward, were pioneer members in 1897 of the Pennsylvania Association of Public Accountants, one of the few professional associations for accountants in the country. During this time, a British accounting firm known as Cooper Bros. & Co., founded by William Cooper, was celebrating its 44th anniversary. Nearly 60 years later, the American and the British firms would merge into Coopers & Lybrand International.

The four American employees of the Heins office pooled their resources, and on January 1, 1898 they opened a two-room, two-desk business in Philadelphia. Until 1973, the company would be known as Lybrand, Ross Bros. & Montgomery. Hours were extremely long, almost always beyond the official nine hours per day, Monday through Friday. For many years, young men hired by the firm would receive $7 a day and were expected to work evenings and be on call during weekends.

From the start, the firm had a reputation for high professional standards, which the four partners attributed to the example of their former chief, John Heins. Also from the start, clients were plentiful. Outside of his regular accounting duties, Adam A. Ross, who as an apprentice in Heins’s office had taken part in the first regular audit of a bank by a public accountant in Philadelphia’s history, lobbied for state legislation mandating certification for public accountants, a cause that his brother and partner, T. Edward Ross, would also espouse. Partners in the firm also gave lectures in accountancy in the evenings and were hard at work persuading the University of Pennsylvania to establish a night school in accountancy, which finally happened in 1902. Robert Montgomery undertook the first U.S. textbook on accountancy, published in 1905, while also that year Lybrand contributed several articles to the new Journal of Accountancy, establishing the principles of the accounting profession. That was just the beginning of the many contributions the four partners would make over the years to the professionalization of their field.

Barely two years after the firm of Lybrand, Ross Bros. & Montgomery was founded, it was already necessary to move into larger facilities in Philadelphia. By 1902, the firm’s first branch office was established in New York City, followed by another in Pittsburgh in 1908. In its initial forays into tax consulting, the company assisted in the drafting of the first federal income tax law in 1913, and a member of the firm, Walter Staub, wrote a seminal essay, Income Tax Guide, explaining the pending tax legislation. In 1917 Montgomery published the classic (and continuously updated until 1929) Income Tax Procedure 1917. When the author established a tax practice in the New York office in 1918, he was immediately besieged by anxious customers.

In 1919, Lybrand, Ross Bros. & Montgomery decided to expand their company into the District of Columbia. During the year and a half in which the United States participated in World War I, Montgomery served on Bernard Baruch’s War Industries Board in Washington and also on the Board of Appraisers of the War Department; other firm members served on the Liberty Loan committee and engaged in other war efforts.

By the end of the war, the professionalization of accountancy and its indispensability to the country’s economic structure, were established. The greatly expanded firm of Lybrand, Ross Bros. & Montgomery, pacesetters in the accounting profession, were demanding college degrees of their job applicants. Because of the paucity of accounting schools at universities and colleges, the firm was willing to take on college graduates with little or no background in accounting, subjecting them, once hired, to a rigorous two-year night school program of training. Accounting being an exclusively male profession during this time, the company hired only men.

During the 1920s, the firm experienced rapid expansion. Branches were established in the center of the vital automobile industry, Detroit, in 1920, and as far away as Seattle. In 1924, when the firm merged with the accounting company of Klink, Bean & Co., offices opened in Los Angeles and San Francisco. Also that year, an office was established in Berlin, Germany, followed by a Paris office in 1926 and a London office in 1929, the year of the stock market crash. This would mark the beginning of the firm’s globalization that would eventually result in branches in over 120 countries worldwide.

The Great Depression was both bane and blessing to the accounting firm of Lybrand, Ross Bros. & Montgomery. The greatly expanded firm, employing hundreds of staff, was faced with shrinking business opportunities as financial institutions and corporations collapsed and went bankrupt. On the other hand, throughout the country and more importantly, on Capitol Hill, the crash was blamed on the lack of independent auditing of the stock exchange. With a new president installed in 1933, Congress established the Securities and Exchange Commission, the regulatory agency for public corporations and the stock exchange, which resulted in a plethora of auditing activities for the firm. The company also became involved in New Deal projects, serving, for instance, as independent auditors for the Tennessee Valley Authority after 1944. Throughout the Depression years, expansion of the company continued, with branch offices opening up in Illinois, Texas, and Kentucky. In 1935 Robert Montgomery became the president of the prestigious American Institute of Accountants.

During World War II over 400 employees of Lybrand, Ross Bros. & Montgomery served in the Armed Forces. These accountants in uniform, along with 18 administrative assistants, received entertaining newsletters from the company wherever they were stationed; in the end, six members of the firm lost their lives in the conflict. Remarkably, the London and Paris branches of the firm stayed open for business throughout the war, with only the Berlin office having closed down in 1938.

By its 50th anniversary in 1948, the company employed nearly 1,200 staff members and 56 partners. The professionalization of accountancy by then was complete, the role of accountants in business and government unquestioned. The company’s evolution in the postwar years therefore would be marked by an enormous expansion in the company’s array of services and the continued internationalization of the firm.

Lybrand, Ross Bros. & Montgomery emerged from the war one of the largest accounting firms in the United States. Times were changing, however, and no accounting firm could afford to restrict itself to traditional auditing and accounting services. In 1952 the firm entered a new arena when it started a management consulting service for its clients in the banking and big business world. This was the first of what would become a wide array of consulting services as well as information services and special software packages with the advent of personal computers. While these services by no means supplanted traditional auditing and accounting, they had a significant impact on the firm. By 1974 the firm was the first to establish a career track in accounting for those with computer expertise.

The year 1957 marked the establishment of the European Common Market. Soon thereafter, a merger resulted in Coopers & Lybrand International, consisting initially of the firm’s Canadian and British branch firms. While all foreign branches of the firm would bear the name Coopers & Lybrand, the company in the United States retained its original name, Lybrand, Ross Bros. & Montgomery, until 1973. That year, the firm’s management decided in favor of adopting a single name for the entire global network of branch companies, which by then were located on all five continents. While the firms, in over 120 countries, remained autonomous, they shared common goals and policies.

Company Perspectives:

PricewaterhouseCoopers is the world’s largest professional services organization. Drawing on the knowledge and skills of 155,000 in 150 countries, we help our clients solve complex business problems and measurably enhance their ability to build value, manage risk and improve performance.

Since 1971, Coopers & Lybrand headquarters have remained in the hub of the financial and business world, New York City, with an important office and political action committee located in Washington, D.C. By 1977 Coopers & Lybrand was ranked the third largest accounting company in the United States and was still among the Big Six accounting firms by 1993. In 1981, Coopers & Lybrand became the first U.S. accounting firm to establish a foothold in China. The following year, the company played an important role in the breakup of the $115 billion telephone monopoly, AT&T. Despite the severity of the 1990s recession, Coopers & Lybrand did well—with a 2.5 percent growth in revenue in 1991, the worst year of the recession—partly due to its rapid adaptation to the changing needs of business and a lack of dependency on the domestic marketplace. With the fall of communism in Eastern Europe, Coopers & Lybrand opened offices in Hungary, Poland, Czechoslovakia, Berlin, and Russia, and remained one of the few U.S. firms to do business in Eastern Europe.

History of Price Waterhouse

Price Waterhouse was founded in London in 1850 by Samuel Lowell Price, who wanted to take advantage of England’s recent parliamentary laws requiring the examination of a company’s financial statements and records. The public accounting profession was growing so rapidly during these years that in 1865 Price took on a partner, Edwin Waterhouse, to help with the expanding business. During the late 1860s and 1870s, while primarily working on arbitrations, bankruptcies, and liquidations, Price and Waterhouse also developed a practice of introducing borrowers to prospective lenders. At this time, many privately owned businesses were converted to public companies and, consequently, reports on earnings signed by reputable accountants soon became an indispensable ingredient in any firm’s prospectus.

As the 19th century drew to a close, the firm of Price Waterhouse had garnered a reputation in Britain as one of the leaders of auditing, accounting, and financial consulting services. And, as many of its European clients established operations in the United States, Price Waterhouse sent its own representatives to evaluate the business ventures and opportunities they were financing in order to protect investments and shareholders’ interests. Although Price had died in 1887, business in the former colonies was so significant that Waterhouse made the commitment to establish a permanent U.S. presence. On September 1, 1890, the company opened an office at 45 Broadway Avenue in New York City.

A talented member of the London staff, Lewis D. Jones, was the first office manager in New York. Faced with developing clients over an enormous territory that included North, Central, and South America, and serving the needs of diverse industries such as brewing, mining, steel, railroad, leather, and packing, Jones soon required an assistant. Another member of the firm from London, William J. Caesar, arrived and opened a Chicago office the following year. Caesar’s aggressive style and management ability soon earned him the leadership of the U.S. operation.

At the turn of the century Arthur Lowes Dickinson succeeded Caesar; it was Dickinson who made the U.S. office uniquely American in both outlook and operation. Rather than continuing the practice of bringing accountants from Britain to serve clients in the United States, Dickinson focused on hiring native talent. Dickinson also encouraged his employees to develop their professional creativity. This quest to break new ground in accounting methods and procedures led to the firm’s creation of consolidated financial statements. After Price Waterhouse consolidated the accounts of U.S. Steel, the method gained industrywide acceptance.

The financial report for U.S. Steel was the very first to include supporting statements and time schedules that reflected significant balance sheet accounts, such as inventories and long-term debt, and to provide information on assets, operating funds, payroll statistics, and additional facts of interest to stockholders. By this method of fair disclosure, Price Waterhouse set the standard for financial reporting at the beginning of the 20th century. Price Waterhouse was also the first to provide client shareholders with quarterly financial data and, in 1903, while the firm conducted its first municipal audit, it also pioneered efforts to survey the accounting and audit systems of government organizations. These accomplishments drew attention to accountancy and the role of public accountants in a rapidly developing industrialized economy.

As a young accountant working on Price Waterhouse’s audit of Eastman Kodak, George 0. May so attracted the attention of George Eastman that Eastman offered him a job. May refused and 20-odd years later, while Eastman was visiting May’s office, Eastman remarked, “What a mistake you would have made had you accepted.” May, whom many people regard as the father of the accounting profession in the United States, assumed leadership of Price Waterhouse in 1910.

May opened many new offices throughout the United States, and developed new services for clients. In 1913, immediately after Congress enacted a federal income tax, May initiated a tax practice. He also encouraged the firm to provide services for emerging industries, such as the motion picture and automobile industries. It was under May’s stewardship that the firm was contracted to handle the balloting of the Academy Awards in 1935 to assure the honesty of the voting process.

Primarily remembered for his devotion to public service, May campaigned relentlessly during the 1920s for Congress to enact laws stipulating that publicly traded companies adopt standard auditing methods and accounting procedures. May secured the New York Stock Exchange as a client of Price Waterhouse, and his work there in the late 1920s and early 1930s led to the formulation and passage of the Securities Exchange Act of 1934. He retired in 1940 and devoted the remainder of his life to writing about the accounting profession.

During the 1940s, the firm faced its first major crisis. A highly profitable drug wholesaler, McKesson & Robbin, Inc., was the victim of an embezzlement scheme carried out by a senior executive and the man’s three brothers. The scheme, extremely complex and carefully conceived, eluded detection by the independent auditors from Price Waterhouse. Although a subsequent investigation indicated that the firm’s auditing procedures were in strict compliance with the law and the industry’s professional standards, the inability of the auditors to discover the embezzlement was of concern to both the firm and the industry at large.

When senior partner John C. Scobie, a Scotsman with a reputation for being scrupulously honest, became head of the firm, he implemented new auditing procedures which were designed to provide auditors with more access to a client’s operations. Scobie’s plan was to improve the auditor’s ability to evaluate whether accounting data reflected the actual performance of any given company; this, in turn, would enable auditors to provide advice to clients on the many operational factors that influence financial results.

After World War II, overseas expansion and investment by companies previously maintaining a national or even regional profile led to the demand for Price Waterhouse to develop a stronger international organization. During this period, the first U.S. senior partner, Percival F. Brundage, and a native New Zealander, John B. Inglis, acted as co-leaders of the firm. Their strategy was twofold: to initiate broader national and international approaches to serving the needs of clients and to build and improve the firm’s operational structure.

In concert with the British arm of the organization, the Price Waterhouse International Firm—which promoted uniform accounting standards for all Price Waterhouse offices around the world—was established in late 1945. A management consulting service, MCS, otherwise known as the systems department, was founded in 1946 as part of the evolution of manual accounting systems the firm had been developing for various clients throughout the years. The importance of electronic data became increasingly obvious during the war, and the leadership at Price Waterhouse was quick to recognize the advent of the computer age. Full-time auditors and data processing professionals were hired to design charts for account and pro forma financial statements, develop accounting and various financial systems, and provide advice on productivity improvements. During these years, Price Waterhouse was called upon more and more to recommend the kinds of systems used to organize and produce financial and management information.

When Brundage resigned as senior partner in 1954 to accept a position in the Eisenhower Administration, John Inglis took over sole command and guided the firm into an era of specialization. Since clients more frequently needed nonauditing services, Inglis created four specialized divisions, including accounting research, international tax, SEC review, and an international department. Following the comprehensive revision of the U.S. tax code in 1954, the tax department developed into one of the most important of the firm. The firm’s success was indisputable—in 1959 its gross income was nearly $28.5 million.

Inglis retired in 1960 and was replaced by Herman W. Bevis, a brilliant theoretician and writer, who garnered a reputation for leading the debates on the controversial issues of the day, such as deferred taxation and investment tax credits. He led Price Water-house through an enormous period of expansion. Within the United States, federal, state and local governments became important clients of the firm’s services. In the international arena, Price Waterhouse was sought after by many companies to supply information on foreign business practices, taxes, and government regulations, and to help assess the comparability of financial statements. The firm also helped companies such as Toyota and Sony secure capital from U.S. financial markets by making sure their financial statements were in full compliance with the requirements of the Securities and Exchange Commission.

From its earliest days, Price Waterhouse’s elite image had helped the firm bring in blue-chip corporations. Oil and steel industry giants had always been high profile clients, and over the years their presence prompted more and more blue-chip companies to want to share in the prestige of the firm. By the time John C. Biegler became U.S. chairman in 1969, Price Waterhouse counted almost 100 of the Fortune 500 as clients.

Yet Biegler’s appointment came at a time of dramatic changes not only for Price Waterhouse but for the accounting profession itself. The expanding economy the firm knew since World War II had suddenly vanished, and a creeping inflation and slow national growth ushered in recession. Dramatic drops in the stock market and futures exchanges during 1970 led to a decade of financial instability. Moreover, many of the Big Eight accounting firms were served with lawsuits from disgruntled owners of failed businesses. These problems led directly to an increased competition for clients among all the accounting firms. As a result, Price Waterhouse could no longer rely on its reputation and high-quality work to secure accounts. In order to compete more effectively for clients, the firm was forced to develop aggressive hard-sell marketing techniques, expand the scope and range of its services, and reduce fees.

When Joseph E. Connor replaced Biegler to lead the firm in 1978, he succeeded in implementing a specific market-driven strategy which had immediate payoffs. Connor developed “industry services groups” which were comprised of specialists with extensive knowledge and experience in various industries. This strategy helped bring in new clients. Expanding services in the firm’s traditional areas of tax, audit and management consulting also helped retain many previous clients.

Notwithstanding the success of his strategy, in 1984 Connor met with chairman Charlie Steel and discussed a merger with Deloitte Haskins & Sells, another of the Big Eight accounting firms, widely known in accounting circles as the ‘auditors’ auditor.” The intention behind the merger was to create an organization of such proportions that no other accounting firm could ever again gain a competitive advantage. A letter of intent was signed on October 11, 1984, and, conditional upon the approval of the partners, the merger would take place on January 1, 1985. Yet despite Connor and Steele’s confidence in the benefits of such a union, when the balloting was finished the U.S. partners of Price Waterhouse approved while the influential British part of the firm vetoed the merger. For both men, it was a personal and professional defeat. Steel was forced to resign in 1986, while Connor remained as chairman of the U.S. firm until he was replaced in 1988 by Shaun F. O’Malley.

The failure of the proposed merger between Price Water-house and Deloitte had raised the possibility of creating a giant accounting firm, and many of the Big Eight partners discussed little else besides potential mergers. After Ernst & Whinney merged with Arthur Young on June 22, 1989, to create Ernst & Young, within weeks four other firms announced plans to merge: Deloitte Haskins & Sells with Touche Ross, and Price Waterhouse with Arthur Andersen.

The proposed merger between Price Waterhouse and Andersen seemed doomed from the start. The Andersen people thought the new firm should be named Arthur Andersen while the Price Waterhouse people thought it should be named Price Waterhouse; Andersen thought it would be acquiring an auditing practice while Price Waterhouse thought it was acquiring a consulting practice, but neither firm wanted to give the impression that its services were “acquired” by the other; and finally, O’Malley and Andersen’s chairman, Larry Weinbach, were new in their positions and just starting to implement development and marketing strategies for their own respective firms. O’Malley and Weinbach agreed to halt merger negotiations after three months.

The year 1990 did not begin auspiciously for Price Water-house. In May, a federal judge ordered Price Waterhouse to offer a partnership and nearly $400,000 in back pay to Ann B. Hopkins, who claimed that she had been denied a promotion to partner on grounds of sexual discrimination. In November of the same year, a British bank, Standard Charter PLC, sued the firm for negligence in failing to provide an accurate financial accounting during the acquisition of United Bank of Arizona in 1987. Financial analysts interpreted this latter action as another setback for the accounting industry in the United States: more than $3 billion in damage claims had already been brought against accounting firms by regulatory agencies during the collapse of many savings and loan associations.

Entering the 1990s, Price Waterhouse was expanding its services to clients. The firm offered accounting, tax, and consulting products and services in relation to information systems technology, corporate finance, financial services, petroleum, public utilities, retailing, entertainment, and other industries. With the highest partner earnings and more blue-chip clients—including IBM, USX, J.P. Morgan, Westinghouse, and Shell Oil—than any of the other Big Six U.S. accounting firms, the partners at Price Waterhouse were not worried about the firm’s future. However, as its blue-chip client base showed signs of shrinking, and with its sterling image tarnished by two aborted merger attempts, Price Waterhouse would have to fight vigorously for smaller clients and market itself aggressively to survive in the modern world of consulting services.

The 1990s

Both Coopers & Lybrand and Price Waterhouse gradually increased their emphasis on consulting in the 1990s. Auditing was proving risky and expensive, as the Big Six were being held liable for the failure of companies they audited and induced into paying huge settlements. In 1992 Coopers & Lybrand settled a suit brought against it by the investors of MiniScribe, a diskdrive maker that went bankrupt. Fighting against claims that they should have caught the company’s fraud, Coopers & Lybrand eventually agreed to pay investors $92 million. In another fraud-related case, the firm made large payments in 1996 to settle claims regarding failed companies in the media empire of the deceased Robert Maxwell. The accounting firm was fined by regulators in 1999 for their failure to detect Maxwell’s fraudulent transfer of $650 million from a company pension fund to himself. Among other payments was Coopers & Lybrand’s expensive settlement related to their auditing of Phar-Mor pharmacies, bankrupt in the mid-1990s.

Price Waterhouse had their own legal troubles in the 1990s. A protracted battle over the company’s audit of Bank of Credit and Commerce International ended in 1995 with a payment of $200 million, significantly less than the $11 billion sought by the creditors of the collapsed bank. In addition to hefty settlements, the suits led to soaring insurance costs for the accounting firms. By the mid-1990s, many insurers refused to even cover the auditing practices of the Big Six firms, forcing Coopers & Lybrand and Price Waterhouse to set aside money to cover themselves.

Several factors led to growth in fee income for Coopers & Lybrand and Price Waterhouse in the mid-1990s. An economic recovery in the United States helped raise fee income by five percent for the Big Six in 1994. In addition, Coopers & Lybrand expanded its presence in Russia; in Moscow alone the firm employed 250 people by 1995. Price Waterhouse also grew in Russia and Eastern Europe, counting almost 1,000 employees there by 1994. The most important factor in their growth was successful expansion of consulting services in the United States. Both companies focused on providing services to certain industries, becoming specialists in those areas. Coopers & Lybrand primarily advised clients in pharmaceutical, insurance, and telecommunications industries, whereas Price Waterhouse specialized in banking, media and entertainment, and oil and gas industries.

The 1998 Merger

Price Waterhouse made yet another attempt at a merger in 1997 and came to an agreement with Coopers & Lybrand. Although the merger was voted in by the 3,250 Price Water-house partners and the 5,250 Coopers & Lybrand partners, the merger met some opposition from the companies’ clients and financial regulators. Christopher Pearce, finance director of Rentokil and chairman of a group representing FTSE 100 companies’ finance directors, told the Economist that the mergers will “reduce the choice for auditing services and increase the conflicts of interest.”

These concerns and those of financial regulators looking at conflicts of interest between consulting and auditing branches of the companies did not stand in the way of the merger, which was completed in 1998. The combination of the fourth and sixth largest of the Big Six firms resulted in a new industry leader in terms of size and revenues, with approximately 13,000 employees and revenues estimated at $12 billion. In the area of management consulting, the merger created little overlap because the two founding firms specialized in separate industries. It resulted in combined revenue of $1.6 billion, making the new PricewaterhouseCoopers second only to Arthur Andersen in consulting income. Nicholas G. Moore, chairman of Coopers & Lybrand International, became the chairman of PricewaterhouseCoopers, and James J. Schiro, chief executive officer of Price Waterhouse, became the CEO of PricewaterhouseCoopers.

Revenues for the newly forged company were $15.3 billion in 1998. The company continued to grow, acquiring several European consulting firms in the first half of 1999, including the France-based SV&GM Group, the Italian consulting firm Galgan & Merli, and Belgium-based KPMG Consulting. To support its rapid growth, the PricewaterhouseCoopers launched a brand positioning ad campaign in 1999 designed to attract new employees.