UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~____________________~~

FORM 10-Q



☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	~~For the quarterly period ended~~	~~May 31, 2020~~

ORFor the quarterly period endedMay 31, 2021



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

Commission File Number: 001-34448

Accenture plc

(Exact name of registrant as specified in its charter)



Ireland			98-0627530
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

1 Grand Canal Square,,

Grand Canal Harbour,,

Dublin2,, Ireland

(Address of principal executive offices)

(~~353) (~~1) (353) (1) 646-2000

(Registrant’s telephone number, including area code)

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



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A ordinary shares, par value $0.0000225 per share	ACN	New York Stock Exchange

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. Yesþ ☑ No ¨☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yesþ ☑ No ¨☐

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

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨☐

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

The number of shares of the registrant’s Class A ordinary shares, par value $0.0000225 per share, outstanding as of June ~~11, 2020~~10, 2021 was ~~663,704,786~~666,431,662 (which number includes ~~27,508,152~~32,295,028 issued shares held by the registrant). The number of shares of the registrant’s Class X ordinary shares, par value $0.0000225 per share, outstanding as of June ~~11, 2020~~10, 2021 was ~~585,059.~~515,704.

Table of Contents

~~ACCENTURE PLC~~

~~INDEX~~




		Page
Part I.	Financial Information	3
Item 1.	Financial Statements	3
	Consolidated Balance Sheets as of May 31 ~~2020~~, 2021 (Unaudited) and August 31, ~~2019~~2020	3
	Consolidated Income Statements (Unaudited) for the three and nine months ended May 31 ~~2020~~, 2021 and ~~2019~~2020	4
	Consolidated Statements of Comprehensive Income (Unaudited) for the three and nine months ended May 31 ~~2020~~, 2021 and ~~2019~~2020	5
	Consolidated Shareholders’ Equity Statement (Unaudited) for the three and nine months ended May 31 ~~2020~~, 2021 and ~~2019~~2020	6
	Consolidated Cash Flows Statements (Unaudited) for the nine months ended May 31 ~~2020~~, 2021 and ~~2019~~2020	10
	Notes to Consolidated Financial Statements (Unaudited)	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2421
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3734
Item 4.	Controls and Procedures	3734
Part II.	Other Information	3835
Item 1.	Legal Proceedings	3835
Item 1A.	Risk Factors	3835
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3935
Item 3.	Defaults Upon Senior Securities	4035
Item 4.	Mine Safety Disclosures	36
Item 5.	Other Information	36
Item 6.	Exhibits	36
~~Item 4. Mine Safety Disclosures~~Signatures		4037


~~Item 5. Other Information~~Table of Contents			40Consolidated Financial Statements (In thousands of U.S. dollars, except share and per share amounts)
~~Item 6. Exhibits~~ACCENTURE FORM 10-Q		40
~~Signatures~~	41 3

~~Table of Contents~~

~~PART~~Part I — ~~FINANCIAL INFORMATION~~Financial Information

~~ITEM 1. FINANCIAL STATEMENTS~~

~~ACCENTURE PLC~~

~~CONSOLIDATED BALANCE SHEETS~~

Item 1. FinancialStatements

Consolidated Balance Sheets

May 31, ~~2020~~2021 and August 31, ~~2019~~2020

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

May 31,
2020 August 31,
2019
(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 6,442,261
$ 6,126,853
Short-term investments 3,676
3,313
Receivables and contract assets 8,345,601
8,095,071
Other current assets 1,354,698
1,225,364
Total current assets 16,146,236
15,450,601
NON-CURRENT ASSETS:
Contract assets 52,701
71,002
Investments 270,984
240,313
Property and equipment, net 1,445,183
1,391,166
Lease assets 3,222,787
—
Goodwill 7,334,594
6,205,550
Deferred contract costs 704,282
681,492
Deferred tax assets 4,242,528
4,349,464
Other non-current assets 1,638,024
1,400,292
Total non-current assets 18,911,083
14,339,279
TOTAL ASSETS $ 35,057,319
$ 29,789,880
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt and bank borrowings $ 8,697
$ 6,411
Accounts payable 1,405,977
1,646,641
Deferred revenues 3,536,521
3,188,835
Accrued payroll and related benefits 4,426,829
4,890,542
Income taxes payable 443,881
378,017
Lease liabilities 738,642
—
Accrued consumption taxes 663,697
446,699
Other accrued liabilities 604,037
504,751
Total current liabilities 11,828,281
11,061,896
NON-CURRENT LIABILITIES:
Long-term debt 60,342
16,247
Deferred revenues 638,821
565,224
Retirement obligation 1,820,410
1,765,914
Deferred tax liabilities 208,146
133,232
Income taxes payable 907,590
892,688
Lease liabilities 2,704,540
—
Other non-current liabilities 405,544
526,988
Total non-current liabilities 6,745,393
3,900,293
COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS’ EQUITY:
Ordinary shares, par value 1.00 euros per share, 40,000 shares authorized and issued as of May 31, 2020 and August 31, 2019 57
57
Class A ordinary shares, par value $0.0000225 per share, 20,000,000,000 shares authorized, 663,533,025 and 654,739,267 shares issued as of May 31, 2020 and August 31, 2019, respectively 15
15
Class X ordinary shares, par value $0.0000225 per share, 1,000,000,000 shares authorized, 585,059 and 609,404 shares issued and outstanding as of May 31, 2020 and August 31, 2019, respectively —
—
Restricted share units 1,337,761
1,411,903
Additional paid-in capital 7,190,179
5,804,448
Treasury shares, at cost: Ordinary, 40,000 shares as of May 31, 2020 and August 31, 2019; Class A ordinary, 27,565,988 and 18,964,863 shares as of May 31, 2020 and August 31, 2019, respectively (3,085,444 ) (1,388,376 )
Retained earnings 12,565,857
10,421,538
Accumulated other comprehensive loss (1,993,819 ) (1,840,577 )
Total Accenture plc shareholders’ equity 16,014,606
14,409,008
Noncontrolling interests 469,039
418,683
Total shareholders’ equity 16,483,645
14,827,691
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 35,057,319
$ 29,789,880


	May 31, 2021		August 31, 2020
ASSETS	(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents	$	10,009,380	$	8,415,330
Short-term investments	4,433		94,309
Receivables and contract assets	9,473,441		7,846,892
Other current assets	1,657,604		1,393,225
Total current assets	21,144,858		17,749,756
NON-CURRENT ASSETS:
Contract assets	40,455		43,257
Investments	327,497		324,514
Property and equipment, net	1,538,778		1,545,568
Lease assets	3,129,128		3,183,346
Goodwill	9,144,313		7,709,820
Deferred contract costs	730,919		723,168
Deferred tax assets	4,225,383		4,153,146
Other non-current assets	1,843,553		1,646,018
Total non-current assets	20,980,026		19,328,837
TOTAL ASSETS	$	42,124,884	$	37,078,593
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt and bank borrowings	$	9,157	$	7,820
Accounts payable	1,926,910		1,349,874
Deferred revenues	4,230,907		3,636,741
Accrued payroll and related benefits	6,195,545		5,083,950
Income taxes payable	489,096		453,542
Lease liabilities	733,571		756,057
Accrued consumption taxes	614,874		662,409
Other accrued liabilities	729,499		712,197
Total current liabilities	14,929,559		12,662,590
NON-CURRENT LIABILITIES:
Long-term debt	61,629		54,052
Deferred revenues	698,740		690,931
Retirement obligation	1,944,392		1,859,444
Deferred tax liabilities	278,306		179,703
Income taxes payable	1,128,791		930,695
Lease liabilities	2,643,509		2,667,584
Other non-current liabilities	545,994		534,421
Total non-current liabilities	7,301,361		6,916,830
COMMITMENTS AND CONTINGENCIES	0		0
SHAREHOLDERS’ EQUITY:
Ordinary shares, par value 1.00 euros per share, 40,000 shares authorized and issued as of May 31, 2021 and August 31, 2020	57		57
Class A ordinary shares, par value $0.0000225 per share, 20,000,000,000 shares authorized, 666,394,391 and 658,548,895 shares issued as of May 31, 2021 and August 31, 2020, respectively	15		15
Class X ordinary shares, par value $0.0000225 per share, 1,000,000,000 shares authorized, 515,704 and 527,509 shares issued and outstanding as of May 31, 2021 and August 31, 2020, respectively	0		0
Restricted share units	1,482,357		1,585,302
Additional paid-in capital	8,756,315		7,167,227
Treasury shares, at cost: Ordinary, 40,000 shares as of May 31, 2021 and August 31, 2020; Class A ordinary, 31,959,433 and 24,383,369 shares as of May 31, 2021 and August 31, 2020, respectively	(4,639,423)		(2,565,761)
Retained earnings	15,004,281		12,375,533
Accumulated other comprehensive loss	(1,260,757)		(1,561,837)
Total Accenture plc shareholders’ equity	19,342,845		17,000,536
Noncontrolling interests	551,119		498,637
Total shareholders’ equity	19,893,964		17,499,173
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	42,124,884	$	37,078,593

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

~~Table of Contents~~


Table of Contents	Consolidated Financial Statements (In thousands of U.S. dollars, except share and per share amounts)
ACCENTURE FORM 10-Q		4

~~ACCENTURE PLC~~Consolidated Income Statements

~~CONSOLIDATED INCOME STATEMENTS~~

For the Three and Nine Months Ended May 31, ~~2020~~2021 and ~~2019~~

~~(In thousands of U.S. dollars, except share and per share amounts)~~2020

(Unaudited)

Three Months Ended Nine Months Ended
May 31, 2020 May 31, 2019 May 31, 2020 May 31, 2019
REVENUES:
Revenues $ 10,991,305
$ 11,099,688
$ 33,491,768
$ 32,159,363
OPERATING EXPENSES:
Cost of services 7,462,617
7,571,390
22,956,150
22,279,291
Sales and marketing 1,118,204
1,184,164
3,471,980
3,274,216
General and administrative costs 697,751
626,191
2,094,697
1,872,275
Total operating expenses 9,278,572
9,381,745
28,522,827
27,425,782
OPERATING INCOME 1,712,733
1,717,943
4,968,941
4,733,581
Interest income 12,671
21,402
61,476
60,114
Interest expense (4,961 ) (5,348 ) (19,002 ) (15,472 )
Other income (expense), net (39,670 ) (29,690 ) (20,439 ) (87,178 )
INCOME BEFORE INCOME TAXES 1,680,773
1,704,307
4,990,976
4,691,045
Income tax expense 428,134
435,658
1,111,087
990,352
NET INCOME 1,252,639
1,268,649
3,879,889
3,700,693
Net income attributable to noncontrolling interest in Accenture Canada Holdings Inc. (1,518 ) (1,676 ) (4,791 ) (5,213 )
Net income attributable to noncontrolling interests – other (22,919 ) (17,457 ) (55,188 ) (46,795 )
NET INCOME ATTRIBUTABLE TO ACCENTURE PLC $ 1,228,202
$ 1,249,516
$ 3,819,910
$ 3,648,685
Weighted average Class A ordinary shares:
Basic 636,146,240
637,831,341
636,445,172
638,439,707
Diluted 645,607,914
649,297,717
648,025,669
650,144,931
Earnings per Class A ordinary share:
Basic $ 1.93
$ 1.96
$ 6.00
$ 5.72
Diluted $ 1.90
$ 1.93
$ 5.90
$ 5.62
Cash dividends per share $ 0.80
$ 1.46
$ 2.40
$ 2.92


	Three Months Ended				Nine Months Ended
	May 31, 2021		May 31, 2020		May 31, 2021		May 31, 2020
REVENUES:
Revenues	$	13,263,795	$	10,991,305	$	37,114,105	$	33,491,768
OPERATING EXPENSES:
Cost of services	8,859,411		7,462,617		25,216,193		22,956,150
Sales and marketing	1,406,606		1,118,204		3,773,268		3,471,980
General and administrative costs	879,122		697,751		2,461,804		2,094,697
Total operating expenses	11,145,139		9,278,572		31,451,265		28,522,827
OPERATING INCOME	2,118,656		1,712,733		5,662,840		4,968,941
Interest income	4,551		12,671		23,643		61,476
Interest expense	(28,739)		(4,961)		(46,515)		(19,002)
Other income (expense), net	(467)		(39,670)		203,343		(20,439)

INCOME BEFORE INCOME TAXES	2,094,001		1,680,773		5,843,311		4,990,976
Income tax expense	524,429		428,134		1,290,189		1,111,087
NET INCOME	1,569,572		1,252,639		4,553,122		3,879,889
Net income attributable to noncontrolling interest in Accenture Canada Holdings Inc.	(1,699)		(1,518)		(5,001)		(4,791)
Net income attributable to noncontrolling interests – other	(18,447)		(22,919)		(57,560)		(55,188)
NET INCOME ATTRIBUTABLE TO ACCENTURE PLC	$	1,549,426	$	1,228,202	$	4,490,561	$	3,819,910
Weighted average Class A ordinary shares:
Basic	635,203,753		636,146,240		635,151,632		636,445,172
Diluted	645,454,021		645,607,914		646,244,001		648,025,669
Earnings per Class A ordinary share:
Basic	$	2.44	$	1.93	$	7.07	$	6.00
Diluted	$	2.40	$	1.90	$	6.96	$	5.90
Cash dividends per share	$	0.88	$	0.80	$	2.64	$	2.40

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

~~Table of Contents~~


Table of Contents	Consolidated Financial Statements (In thousands of U.S. dollars)
ACCENTURE FORM 10-Q		5

~~ACCENTURE PLC~~Consolidated Statements Of Comprehensive Income

~~CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME~~

For the Three and Nine Months Ended May 31, ~~2020~~2021 and ~~2019~~

~~(In thousands of U.S. dollars)~~2020

(Unaudited)

Three Months Ended Nine Months Ended
May 31, 2020 May 31, 2019 May 31, 2020 May 31, 2019
NET INCOME $ 1,252,639
$ 1,268,649
$ 3,879,889
$ 3,700,693
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Foreign currency translation (100,750 ) (102,620 ) (110,468 ) (69,592 )
Defined benefit plans 10,704
5,890
29,261
32,881
Cash flow hedges (101,516 ) 96,382
(72,035 ) 148,036
Investments —
(1,148 ) —
(1,663 )
OTHER COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO ACCENTURE PLC (191,562 ) (1,496 ) (153,242 ) 109,662
Other comprehensive income (loss) attributable to noncontrolling interests (2,285 ) (4,188 ) (2,262 ) (4,859 )
COMPREHENSIVE INCOME $ 1,058,792
$ 1,262,965
$ 3,724,385
$ 3,805,496

COMPREHENSIVE INCOME ATTRIBUTABLE TO ACCENTURE PLC $ 1,036,640
$ 1,248,020
$ 3,666,668
$ 3,758,347
Comprehensive income attributable to noncontrolling interests 22,152
14,945
57,717
47,149
COMPREHENSIVE INCOME $ 1,058,792
$ 1,262,965
$ 3,724,385
$ 3,805,496


	Three Months Ended				Nine Months Ended
	May 31, 2021		May 31, 2020		May 31, 2021		May 31, 2020
NET INCOME	$	1,569,572	$	1,252,639	$	4,553,122	$	3,879,889
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Foreign currency translation	68,079		(100,750)		234,390		(110,468)
Defined benefit plans	11,048		10,704		32,184		29,261
Cash flow hedges	70,554		(101,516)		34,457		(72,035)
Investments	0		0		49		0
OTHER COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO ACCENTURE PLC	149,681		(191,562)		301,080		(153,242)
Other comprehensive income (loss) attributable to noncontrolling interests	3,993		(2,285)		5,965		(2,262)
COMPREHENSIVE INCOME	$	1,723,246	$	1,058,792	$	4,860,167	$	3,724,385

COMPREHENSIVE INCOME ATTRIBUTABLE TO ACCENTURE PLC	$	1,699,107	$	1,036,640	$	4,791,641	$	3,666,668
Comprehensive income attributable to noncontrolling interests	24,139		22,152		68,526		57,717
COMPREHENSIVE INCOME	$	1,723,246	$	1,058,792	$	4,860,167	$	3,724,385

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

~~Table of Contents~~


Table of Contents	Consolidated Financial Statements (In thousands of U.S. dollars and share amounts)
ACCENTURE FORM 10-Q		6

~~ACCENTURE PLC~~Consolidated Shareholders’ Equity Statement

~~CONSOLIDATED SHAREHOLDERS’ EQUITY STATEMENT~~

For the Three Months Ended May 31, ~~2020~~

~~(In thousands of U.S. dollars and share amounts)~~2021

(Unaudited)

Ordinary
Shares Class A
Ordinary
Shares Class X
Ordinary
Shares Restricted
Share
Units Additional
Paid-in
Capital Treasury Shares Retained
Earnings Accumulated
Other
Comprehensive
Loss Total
Accenture plc
Shareholders’
Equity Noncontrolling
Interests Total
Shareholders’
Equity
$ No.
Shares $ No.
Shares $ No.
Shares $ No.
Shares
Balance as of February 29, 2020 $ 57
40
$ 15
661,742
$ —
588
$ 1,095,560
$ 6,884,963
$ (2,571,256 ) (24,551 ) $ 11,867,507
$ (1,802,257 ) $ 15,474,589
$ 446,217
$ 15,920,806
Net income 1,228,202
1,228,202
24,437
1,252,639
Other comprehensive income (loss) (191,562 ) (191,562 ) (2,285 ) (193,847 )
Purchases of Class A shares 661
(626,116 ) (3,672 ) (625,455 ) (661 ) (626,116 )
Share-based compensation expense 248,055
42,811
290,866
290,866
Purchases/redemptions of Accenture Canada Holdings Inc. exchangeable shares and Class X shares (3 ) (572 ) (572 ) (572 )
Issuances of Class A shares for employee share programs 1,791
(24,614 ) 264,298
111,928
617
(2,809 ) 348,803
362
349,165
Dividends 18,760
(527,043 ) (508,283 ) (630 ) (508,913 )
Other, net (1,982 ) (1,982 ) 1,599
(383 )
Balance as of May 31, 2020 $ 57
40
$ 15
663,533
$ —
585
$ 1,337,761
$ 7,190,179
$ (3,085,444 ) (27,606 ) $ 12,565,857
$ (1,993,819 ) $ 16,014,606
$ 469,039
$ 16,483,645


	Ordinary Shares			Class A Ordinary Shares			Class X Ordinary Shares			Restricted Share Units		Additional Paid-in Capital		Treasury Shares			Retained Earnings		Accumulated Other Comprehensive Loss		Total Accenture plc Shareholders’ Equity		Noncontrolling Interests		Total Shareholders’ Equity
	$		No. Shares	$		No. Shares	$		No. Shares					$		No. Shares
Balance as of February 28, 2021	$	57	40	$	15	665,115	$	0	521	$	1,207,161	$	8,389,344	$	(3,913,917)	(29,508)	$	14,035,805	$	(1,410,438)	$	18,308,027	$	534,400	$	18,842,427
Net income																	1,549,426				1,549,426		20,146		1,569,572
Other comprehensive income (loss)																			149,681		149,681		3,993		153,674
Purchases of Class A shares												811		(832,456)		(3,006)					(831,645)		(811)		(832,456)
Share-based compensation expense										282,861		48,177									331,038				331,038
Purchases/redemptions of Accenture Canada Holdings Inc. exchangeable shares and Class X shares									(5)			(2,539)									(2,539)				(2,539)
Issuances of Class A shares for employee share programs						1,279				(30,160)		315,312		106,950		515					392,102		376		392,478
Dividends										22,495							(580,950)				(558,455)		(615)		(559,070)
Other, net												5,210									5,210		(6,370)		(1,160)
Balance as of May 31, 2021	$	57	40	$	15	666,394	$	0	516	$	1,482,357	$	8,756,315	$	(4,639,423)	(31,999)	$	15,004,281	$	(1,260,757)	$	19,342,845	$	551,119	$	19,893,964

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

Fiscal Year Estimated Amortization
Remainder of 2020 $ 62,762
2021 220,067
2022 177,937
2023 159,124
2024 132,463
Thereafter 279,653
Total $ 1,032,006

~~Table of Contents~~

~~ACCENTURE PLC~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)~~

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

~~(Unaudited)~~

7. ~~LEASES~~

~~We account for leases in accordance with Topic 842. See Note 1 (Basis of Presentation) to these Consolidated Financial Statements for further information on our adoption.~~

As a lessee, substantially all of our lease obligation is for office real estate. Our significant judgments used in determining our lease obligation include whether a contract is or contains a lease and the determination of the discount rate used to calculate the lease liability.

Our leases may include the option to extend or terminate before the end of the contractual term and are often non-cancelable or cancelable only by the payment of penalties. Our lease assets and liabilities include these options in the lease term when it is reasonably certain that they will be exercised. In certain cases, we sublease excess office real estate to third-party tenants.

Lease assets and liabilities recognized at the lease commencement date are determined predominantly as the present value of the payments due over the lease term. Since we cannot determine the implicit rate in our leases, we use our incremental borrowing rate on that date to calculate the present value. Our incremental borrowing rate approximates the rate at which we could borrow, on a secured basis for a similar term, an amount equal to our lease payments in a similar economic environment.

Effective September 1, 2019, when we are the lessee, all leases are recognized as lease liabilities and associated lease assets on the Consolidated Balance Sheet. Lease liabilities represent our obligation to make payments arising from the lease. Lease assets represent our right to use an underlying asset for the lease term and may also include advance payments, initial direct costs or lease incentives. Fixed and variable payments that depend upon an index or rate, such as the Consumer Price Index (CPI), are included in the recognition of lease assets and liabilities at the commencement-date rate. Other variable payments, such as common area maintenance, property and other taxes, utilities and insurance that are based on the lessor’s cost, are recognized in the Consolidated Income Statement in the period incurred.

~~As of May 31, 2020, we had no material finance leases. Operating lease expense is recorded on a straight-line basis over the lease term. Lease costs were as follows:~~

Three Months Ended May 31, 2020 Nine Months Ended May 31, 2020
Operating lease cost $ 191,351
$ 557,404
Variable lease cost 42,537
137,940
Sublease income (6,831 ) (19,391 )

$ 227,057
$ 675,953

~~Supplemental information related to operating lease transactions was as follows:~~

Nine Months Ended May 31, 2020
Lease liability payments $ 535,549
Lease assets obtained in exchange for liabilities $ 486,739

~~As of May 31, 2020, our operating leases had a weighted average remaining lease term of 7.5 years and a weighted average discount rate of 4.3%.~~

~~Table of Contents~~

~~ACCENTURE PLC~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)~~

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

~~(Unaudited)~~


Table of Contents	Notes To Consolidated Financial Statements (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
ACCENTURE FORM 10-Q		17

~~The following maturity analysis presents future undiscounted cash outflows for operating leases as of May 31, 2020:~~7. Shareholders’ Equity

Lease Payments Sublease Receipts
2020 (Remainder) $ 179,590
$ (5,479 )
2021 744,328
(16,026 )
2022 626,354
(8,061 )
2023 523,343
(7,618 )
2024 439,048
(7,181 )
Thereafter 1,474,890
(31,050 )
Total lease payments (receipts) 3,987,553
$ (75,415 )
Less interest (544,371 )
Total lease liabilities $ 3,443,182

Dividends

As of May 31, 2020, we have entered into leases that have not yet commenced with future lease payments of $474 million that are not reflected in the table above. These leases are primarily related to office real estate and will commence in or before fiscal year 2022 with lease terms of up to 16 years.

~~Future minimum rental commitments under non-cancelable operating leases as of August 31, 2019, which were accounted for in accordance with Topic 840, were as follows:~~

Lease Payments Sublease Receipts
2020 $ 688,020
$ (24,884 )
2021 597,307
(17,908 )
2022 516,544
(8,535 )
2023 428,481
(7,541 )
2024 363,107
(7,184 )
Thereafter 1,246,097
(30,708 )
$ 3,839,556
$ (96,760 )

~~Table of Contents~~

~~ACCENTURE PLC~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)~~

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

~~(Unaudited)~~

8. ~~MATERIAL TRANSACTIONS AFFECTING SHAREHOLDERS’ EQUITY~~

~~Dividends~~

Our dividend activity during the nine months ended May 31, ~~2020~~ ~~was~~2021 is as follows:

Dividend Per
Share Accenture plc Class A
Ordinary Shares Accenture Canada Holdings
Inc. Exchangeable Shares Total Cash
Outlay
Dividend Payment Date Record Date Cash Outlay Record Date Cash Outlay
November 15, 2019
$ 0.80

October 17, 2019
$ 507,725

October 15, 2019
$ 656
$ 508,381
February 14, 2020
$ 0.80

January 16, 2020
$ 510,604

January 14, 2020
$ 634
$ 511,238
May 15, 2020
$ 0.80

April 16, 2020
$ 508,283

April 14, 2020
$ 630
$ 508,913
Total Dividends $ 1,526,612
$ 1,920
$ 1,528,532


	Dividend Per Share		Accenture plc Class A Ordinary Shares			Accenture Canada Holdings Inc. Exchangeable Shares			Total Cash Outlay
Dividend Payment Date			Record Date	Cash Outlay		Record Date	Cash Outlay
November 13, 2020	$	0.88	October 13, 2020	$	557,419	October 9, 2020	$	633	$	558,052
February 12, 2021	$	0.88	January 14, 2021	$	560,425	January 12, 2021	$	617	$	561,042
May 14, 2021	$	0.88	April 15, 2021	$	558,455	April 13, 2021	$	615	$	559,070
Total Dividends				$	1,676,299		$	1,865	$	1,678,164

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.

Subsequent Event

On June ~~24, 2020~~,23, 2021, the Board of Directors of Accenture plc declared a quarterly cash dividend of ~~$0.80~~$0.88 per share on its Class A ordinary shares for shareholders of record at the close of business on July ~~16, 2020~~15, 2021 payable on August ~~14, 2020~~.13, 2021. The payment of the cash dividend will result in the issuance of an immaterial number of additional restricted share units to holders of restricted share units.

~~FINANCIAL INSTRUMENTS~~


Table of Contents	Notes To Consolidated Financial Statements (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
ACCENTURE FORM 10-Q		18

8. Financial Instruments

Derivatives

In the normal course of business, we use derivative financial instruments to manage foreign currency exchange rate risk. Our derivative financial instruments consist of deliverable and non-deliverable foreign currency forward contracts.

Cash Flow Hedges

For a cash flow hedge, the effective portion of the change in estimated fair value of a hedging instrument is recorded in Accumulated other comprehensive loss as a separate component of Shareholders’ Equity and is reclassified into Cost of services in the Consolidated Income Statements during the period in which the hedged transaction is recognized. For information related to derivatives designated as cash flow hedges that were reclassified into Cost of services during the three and nine months ended May 31, ~~2020~~2021 and May 31, ~~2019,~~2020, as well as those expected to be reclassified into Cost of services in the next 12 months, see Note 4 (Accumulated Other Comprehensive Loss) to these Consolidated Financial Statements.

Other Derivatives

Realized gains or losses and changes in the estimated fair value of foreign currency forward contracts that have not been designated as hedges were net losses of $13,165 and net gains $11,370 for the three and nine months ended May 31, 2021, respectively, and net gains of $17,132 and net losses of $38,026 for the three and nine months ended May 31, 2020,~~, respectively, and net losses of $10,319 and $88,247~~ ~~for the~~ ~~three and nine months ended May 31, 2019~~, respectively. Gains and losses on these contracts are recorded in Other income (expense), net in the Consolidated Income Statements and are offset by gains and losses on the related hedged items.

~~Table of Contents~~

~~ACCENTURE PLC~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)~~

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

~~(Unaudited)~~

Fair Value of Derivative Instruments

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

May 31,
2020 August 31,
2019
Assets
Cash Flow Hedges
Other current assets $ 42,750
$ 53,033
Other non-current assets 26,010
49,525
Other Derivatives
Other current assets 26,750
8,059
Total assets $ 95,510
$ 110,617
Liabilities
Cash Flow Hedges
Other accrued liabilities $ 38,378
$ 18,826
Other non-current liabilities 30,568
8,770
Other Derivatives
Other accrued liabilities 9,093
32,195
Total liabilities $ 78,039
$ 59,791
Total fair value $ 17,471
$ 50,826
Total notional value $ 8,766,370
$ 8,709,917


	May 31, 2021		August 31, 2020
Assets
Cash Flow Hedges
Other current assets	$	111,655	$	75,871
Other non-current assets	53,723		50,914
Other Derivatives
Other current assets	9,899		27,964
Total assets	$	175,277	$	154,749
Liabilities
Cash Flow Hedges
Other accrued liabilities	$	12,078	$	13,614
Other non-current liabilities	13,124		13,576
Other Derivatives
Other accrued liabilities	12,602		11,828
Total liabilities	$	37,804	$	39,018
Total fair value	$	137,473	$	115,731
Total notional value	$	9,257,149	$	9,600,691

We utilize standard counterparty master agreements containing provisions for the netting of certain foreign currency transaction obligations and for the set-off of certain obligations in the event of an insolvency of one of the parties to the transaction. In the Consolidated Balance Sheets, we record derivative assets and liabilities at gross fair value. The potential effect of netting derivative assets against liabilities under the counterparty master agreements ~~was~~is as follows:


	May 31, 2021		August 31, 2020
Net derivative assets	$	157,701	$	129,520
Net derivative liabilities	20,228		13,789
Total fair value	$	137,473	$	115,731

May 31,
2020 August 31,
2019
Net derivative assets $ 59,781
$ 88,811
Net derivative liabilities 42,310
37,985
Total fair value $ 17,471
$ 50,826

~~Equity Securities Without Readily Determinable Fair Values~~

We hold investments in equity securities that do not have readily determinable fair values. We record these investments at cost and remeasure them to fair value based on certain observable price changes or impairment events as they occur. The carrying amount of these investments was $133,222 and $131,675 as of May 31, 2020 and August 31, 2019, respectively.

~~Table of Contents~~

~~ACCENTURE PLC~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)~~

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

~~(Unaudited)~~


Table of Contents	Notes To Consolidated Financial Statements (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
ACCENTURE FORM 10-Q		19

~~10.~~ ~~INCOME TAXES~~9. Income Taxes

We apply an estimated annual effective tax rate to our year-to-date operating results to determine the interim provision for income tax expense. In addition, we recognize taxes related to unusual or infrequent items or resulting from a change in judgment regarding a position taken in a prior year as discrete items in the interim period in which the event occurs.

Our effective tax rates for the three months ended May 31, ~~2020~~2021 and ~~2019~~May 31, 2020 were ~~25.5%~~25.0% and ~~25.6%~~25.5%, respectively. The ~~slightly~~ lower effective tax rate for the three months ended May 31, ~~2020~~ ~~included~~2021 was primarily due to changes in the geographic distribution of earnings, partially offset by lower benefits from tax law ~~changes offset by the phased-in effects of U.S. tax reform.~~changes. Our effective tax rates ~~for the~~ ~~nine months ended May 31, 2020~~ ~~and 2019 were 22.3% and 21.1%, respectively. The effective tax rate~~ for the nine months ended May 31, 2021 and May 31, 2020 ~~was higher primarily due to lower benefits from final determinations of prior year taxes~~were 22.1% and 22.3%, respectively. Absent the ~~phased-in effects of U.S.~~$271,009 and $113,192 gains on our investment in Duck Creek Technologies and related $41,440 and $18,732 in tax ~~reform, partially offset by higher~~expense, our effective tax ~~benefits from share-based payments.~~rates for both the nine months ended May 31, 2021 and May 31, 2020 would have been 22.4%.

~~11.~~ ~~COMMITMENTS AND CONTINGENCIES~~10. Commitments and Contingencies

Indemnifications and Guarantees

In the normal course of business and in conjunction with certain client engagements, we have entered into contractual arrangements through which we may be obligated to indemnify clients with respect to certain matters.

As of May 31, ~~2020~~2021 and August 31, ~~2019,~~2020, our aggregate potential liability to our clients for expressly limited guarantees involving the performance of third parties was approximately ~~$737,000~~$983,000 and ~~$794,000,~~$832,000, respectively, of which all but approximately ~~$98,000~~$80,000 and ~~$128,000,~~$87,000, respectively, may be recovered from the other third parties if we are obligated to make payments to the indemnified parties as a consequence of a performance default by the other third parties. For arrangements with unspecified limitations, we cannot reasonably estimate the aggregate maximum potential liability, as it is inherently difficult to predict the maximum potential amount of such payments, due to the conditional nature and unique facts of each particular arrangement.

To date, we have not been required to make any significant payment under any of the arrangements described above. We have assessed the current status of performance/payment risk related to arrangements with limited guarantees, warranty obligations, unspecified limitations and/or indemnification provisions and believe that any potential payments would be immaterial to the Consolidated Financial Statements, as a whole.

Legal Contingencies

As of May 31, ~~2020,~~2021, we or our present personnel had been named as a defendant in various litigation matters. We and/or our personnel also from time to time are involved in investigations by various regulatory or legal authorities concerning matters arising in the course of our business around the world. Based on the present status of these matters, ~~including the putative class action lawsuit discussed below,~~ management believes the range of reasonably possible losses in addition to amounts accrued, net of insurance recoveries, will not have a material effect on our results of operations or financial condition.

On July 24, 2019, Accenture was named in a putative class action lawsuit filed by consumers of Marriott International, Inc. (“Marriott”) in the U.S. District Court for the District of Maryland. The complaint alleges negligence by us, and seeks monetary damages, costs and attorneys’ fees and other related relief, relating to a data security incident involving unauthorized access to the reservations database of Starwood Worldwide Resorts, Inc. (“Starwood”), which was acquired by Marriott on September 23, 2016. Since 2009, we have provided certain IT infrastructure outsourcing services to Starwood. On October 27, 2020, the court issued an order largely denying Accenture’s motion to dismiss the claims against us. We continue to believe the lawsuit is without merit and we will vigorously defend it. ~~We cannot reasonably estimate~~At present, we do not believe any losses from this matter will have a ~~range~~material effect on our results of ~~loss, if any, at this time.~~

operations or financial condition.

~~Table of Contents~~

~~ACCENTURE PLC~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)~~

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

~~(Unaudited)~~


Table of Contents	Notes To Consolidated Financial Statements (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
ACCENTURE FORM 10-Q		20

~~12.~~ ~~SEGMENT REPORTING~~11. Segment Reporting

~~Operating~~Our reportable segments are components of an enterprise where separate financial information is available and is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance.

~~Our chief operating decision makers are~~ our Chief Executive Officer and Chief Financial Officer. Our operating segments are managed separately because each operating segment represents a strategic business unit providing consulting and outsourcing services to clients across different industries.

~~Effective March 1, 2020, we began managing our business under a new growth model through our 3~~three geographic markets, which are North America, Europe and Growth ~~Markets, which became our~~Markets. Information regarding reportable segments, in the third quarter of fiscal 2020. The change is designed to help us better serve our clients and continue to scale our business. Prior to this change, our reportable segments were our five operatingindustry groups ~~Communications, Media & Technology, Financial Services, Health & Public Service, Products and Resources, which we now refer to as our industry groups.~~

~~Amounts are attributed to geographic markets based on where clients are located. Information regarding our geographic markets is as follows:~~

Three Months Ended May 31, 2020 North America Europe Growth Markets Total
Revenues $ 5,239,275
$ 3,574,995
$ 2,177,035
$ 10,991,305
Depreciation and amortization (2) 91,066
87,895
74,347
253,308
Operating income 720,997
535,463
456,273
1,712,733
Net assets as of May 31 (3) 3,141,914
1,236,004
549,324
4,927,242

Three Months Ended May 31, 2019 North America Europe Growth Markets Total
Revenues (1) $ 5,147,948
$ 3,773,835
$ 2,177,905
$ 11,099,688
Depreciation and amortization (2) 74,759
73,994
72,556
221,309
Operating income 881,557
551,665
284,721
1,717,943
Net assets as of May 31 (3) 2,907,951
1,332,909
771,078
5,011,938

Nine Months Ended May 31, 2020 North America Europe Growth Markets Total
Revenues $ 15,784,518
$ 10,993,277
$ 6,713,973
$ 33,491,768
Depreciation and amortization (2) 253,018
248,448
227,364
728,830
Operating income 2,281,648
1,477,338
1,209,955
4,968,941
Net assets as of May 31 (3) 3,141,914
1,236,004
549,324
4,927,242

Nine Months Ended May 31, 2019 North America Europe Growth Markets Total
Revenues (1) $ 14,758,046
$ 11,125,999
$ 6,275,318
$ 32,159,363
Depreciation and amortization (2) 221,896
213,789
216,907
652,592
Operating income 2,266,963
1,596,776
869,842
4,733,581
Net assets as of May 31 (3) 2,907,951
1,332,909
771,078
5,011,938

~~_______________~~


~~(1)~~	Effective September 1, 2019 we revised the reporting of our geographic markets for the movement of one country from Growth Markets to Europe. Prior period amounts have been reclassified to conform with the current period presentation.


~~(2)~~	~~Amounts include depreciation on property and equipment and amortization of intangible assets controlled by each reportable segment, as well as an allocation for amounts they do not directly control.~~


~~(3)~~	We do not allocate total assets by reportable segment. Reportable segment assets directly attributable to a reportable segment and provided to the chief operating decision makers include receivables and current and non-current contract assets, deferred contract costs and current and non-current deferred revenues.

~~Table of Contents~~

~~ACCENTURE PLC~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)~~

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

~~(Unaudited)~~

~~Revenues by industry group~~ and type of work is as follows:


	Revenues
	Three Months Ended				Nine Months Ended
	May 31, 2021		May 31, 2020		May 31, 2021		May 31, 2020
GEOGRAPHIC MARKETS
North America	$	6,199,583	$	5,239,275	$	17,312,514	$	15,784,518
Europe	4,452,360		3,574,995		12,449,811		10,993,277
Growth Markets	2,611,852		2,177,035		7,351,780		6,713,973
Total Revenues	$	13,263,795	$	10,991,305	$	37,114,105	$	33,491,768
INDUSTRY GROUPS (1)
Communications, Media & Technology	$	2,704,260	$	2,197,174	$	7,518,074	$	6,682,035
Financial Services	2,597,532		2,138,043		7,321,378		6,414,792
Health & Public Service	2,519,591		2,016,052		6,993,381		5,933,645
Products	3,673,963		3,002,793		10,220,982		9,387,762
Resources	1,768,449		1,637,243		5,060,290		5,073,534
Total Revenues	$	13,263,795	$	10,991,305	$	37,114,105	$	33,491,768
TYPE OF WORK
Consulting	$	7,260,428	$	5,997,894	$	20,032,392	$	18,546,448
Outsourcing	6,003,367		4,993,411		17,081,713		14,945,320
Total Revenues	$	13,263,795	$	10,991,305	$	37,114,105	$	33,491,768

(1)Effective September 1, 2020, we revised the reporting of our industry groups to include amounts previously reported in Other. Prior period amounts have been reclassified to conform with the current period presentation.


	Operating Income
	Three Months Ended				Nine Months Ended
	May 31, 2021		May 31, 2020		May 31, 2021		May 31, 2020
GEOGRAPHIC MARKETS
North America	$	1,128,352	$	720,997	$	2,789,305	$	2,281,648
Europe	607,858		535,463		1,740,221		1,477,338
Growth Markets	382,446		456,273		1,133,314		1,209,955
Total Operating Income	$	2,118,656	$	1,712,733	$	5,662,840	$	4,968,941

Revenues
Three Months Ended Nine Months Ended
May 31, 2020 May 31, 2019 May 31, 2020 May 31, 2019
INDUSTRY GROUPS
Communications, Media & Technology $ 2,197,152
$ 2,253,136
$ 6,681,968
$ 6,533,319
Financial Services 2,137,850
2,196,595
6,414,211
6,369,477
Health & Public Service 2,015,874
1,819,775
5,932,693
5,283,364
Products 2,998,903
3,077,227
9,376,984
8,912,588
Resources 1,636,606
1,747,977
5,071,450
5,040,143
Other 4,920
4,978
14,462
20,472
Total $ 10,991,305
$ 11,099,688
$ 33,491,768
$ 32,159,363
TYPE OF WORK
Consulting $ 5,997,894
$ 6,236,630
$ 18,546,448
$ 17,990,967
Outsourcing 4,993,411
4,863,058
14,945,320
14,168,396
Total $ 10,991,305
$ 11,099,688
$ 33,491,768
$ 32,159,363


Table of Contents
ACCENTURE FORM 10-Q	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

On ~~June 17, 2020~~, we entered into a $1 billion 364-day syndicated loan facility, which expires in June 2021. This facility is in addition to our existing $1 billion syndicated loan facility, which expires in December 2024. No balances were outstanding under either credit facility at any time during ~~fiscal 2020. In the event of a loan drawn against the new facility, the lenders have the option to require us to repay the loan by issuing public debt within 45 days of their request.~~

~~Table of Contents~~

~~ITEM~~Item 2. ~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~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 Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended August 31, ~~2019~~,2020, and with the information under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended August 31, ~~2019~~.2020.

We use the terms “Accenture,” “we,” “our” and “us” in this report to refer to Accenture plc and its subsidiaries. All references to years, unless otherwise noted, refer to our fiscal year, which ends on August 31. For example, a reference to “fiscal ~~2020”~~2021” means the 12-month period that will end on August 31, ~~2020~~.2021. All references to quarters, unless otherwise noted, refer to the quarters of our fiscal year.

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

Disclosure Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) relating to our operations, results of operations and other matters that are based on our current expectations, estimates, assumptions and projections. Words such as “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “positioned,” “outlook” and similar expressions are used to identify these forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed or forecast in these forward-looking statements. Risks, uncertainties and other factors that might cause such differences, some of which could be material, include but are not limited to those identified below. For a discussion of risks and actions taken in response to the coronavirus (COVID-19) pandemic, see the “Overview” below and “Our results of operations have been significantly adversely affected and could in the future be materially adversely impacted by the COVID-19 pandemic.” under ~~Item 1A,~~the heading “Risk ~~Factors.”~~Factors” in our Annual Report on Form 10-K for the year ended August 31, 2020. Many of the following risks, uncertainties and other factors identified below are, and will be, amplified by the COVID-19 pandemic.

•Our results of operations have been significantly adversely affected and could in the future be materially adversely impacted by the COVID-19 pandemic.

•Our results of operations have been, and may in the future be, adversely affected by volatile, negative or uncertain economic and political conditions and the effects of these conditions on our clients’ businesses and levels of business activity.

•Our business depends on generating and maintaining ongoing, profitable client demand for our services and solutions, including through the adaptation and expansion of our services and solutions in response to ongoing changes in technology and offerings, and a significant reduction in such demand or an inability to respond to the evolving technological environment could materially affect our results of operations.

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

•We could face legal, reputational and financial risks if we fail to protect client and/or Accenture data from security incidents or cyberattacks.

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


•			~~Our results~~Table of ~~operations have been significantly adversely affected and could in the future be materially adversely impacted by the COVID-19 pandemic.~~Contents


•			Our results of operations could be adversely affected by volatile, negative or uncertain economic and political conditions and the effects of these conditions on our clients’ businesses and levels of business activity.ACCENTURE FORM 10-Q


•Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	Our business depends on generating and maintaining ongoing, profitable client demand for our services and solutions, including through the adaptation and expansion of our services and solutions in response to ongoing changes in technology and offerings, and a significant reduction in such demand or an inability to respond to the evolving technological environment could materially affect our results of operations. 22


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


•	~~We could face legal, reputational and financial risks if we fail to protect client and/or Accenture data from security breaches or cyberattacks.~~


•	~~The markets in which we operate are highly competitive, and we might not be able to compete effectively.~~


•	Changes in our level of taxes, as well as audits, investigations and tax proceedings, or changes in tax laws or in their interpretation or enforcement, could have a material adverse effect on our effective tax rate, results of operations, cash flows and financial condition.

~~Table of Contents~~

•Our profitability could materially suffer if we are unable to obtain favorable pricing for our services and solutions, if we are unable to remain competitive, if our cost-management strategies are unsuccessful or if we experience delivery inefficiencies or fail to satisfy certain agreed-upon targets or specific service levels.


•Changes in our level of taxes, as well as audits, investigations and tax proceedings, or changes in tax laws or in their interpretation or enforcement, could have a material adverse effect on our effective tax rate, results of operations, cash flows and financial condition. •Our ability to attract and retain business and employees may depend on our reputation in the marketplace. •	Our profitability could materially suffer if we are unable to obtain favorable pricing for our services and solutions, if we are unable to remain competitive, if our cost-management strategies are unsuccessful or if we experience delivery inefficiencies.


•	~~Our results of operations could be materially adversely affected by fluctuations in foreign currency exchange rates.~~

As a result of our geographically diverse operations and our growth strategy to continue to expand in our key markets around the world, we are more susceptible to certain risks.


•	~~Our business could be materially adversely affected if we incur legal liability.~~


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


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


•	~~Our ability to attract and retain business and employees may depend on our reputation in the marketplace.~~


•	If we do not successfully manage and develop our relationships with key alliance partners or if we fail to anticipate and establish new alliances in new technologies, our results of operations could be adversely affected.


•	~~We might not be successful at acquiring, investing in or integrating businesses, entering into joint ventures or divesting businesses.~~


•	If we are unable to protect or enforce our intellectual property rights, or if our services or solutions infringe upon the intellectual property rights of others or we lose our ability to utilize the intellectual property of others, our business could be adversely affected.


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


•	~~Changes to accounting standards or in the estimates and assumptions we make in connection with the preparation of our consolidated financial statements could adversely affect our financial results.~~


•	~~Many of our contracts include fees subject to the attainment of targets or specific service levels. This could increase the variability of our revenues and impact our margins.~~


•	~~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 are incorporated in Ireland and a significant portion of our assets is located outside the United States. As a result, it might not be possible for shareholders to enforce civil liability provisions of the federal or state securities laws of the United States. We may also be subject to criticism and negative publicity related to our incorporation in Ireland.


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

•Our business could be materially adversely affected if we incur legal liability.

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

•Our results of operations could be materially adversely affected by fluctuations in foreign currency exchange rates.

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

•If we do not successfully manage and develop our relationships with key alliance partners or if we fail to anticipate and establish new alliances in new technologies, our results of operations could be adversely affected.

•We might not be successful at acquiring, investing in or integrating businesses, entering into joint ventures or divesting businesses.

•If we are unable to protect or enforce our intellectual property rights, or if our services or solutions infringe upon the intellectual property rights of others or we lose our ability to utilize the intellectual property of others, our business could be adversely affected.

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

•Changes to accounting standards or in the estimates and assumptions we make in connection with the preparation of our consolidated financial statements could adversely affect our financial results.

•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 are incorporated in Ireland and Irish law differs from the laws in effect in the United States and might afford less protection to our shareholders. We may also be subject to criticism and negative publicity related to our incorporation in Ireland.

For a more detailed discussion of these factors, see the information ~~under Item 1A, “Risk Factors” in this report and~~ under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended August 31, ~~2019.~~2020. Our forward-looking statements speak only as of the date of this report or as of the date they are made, and we undertake no obligation to update any forward-looking statements.

~~Change in Reportable Segments~~

Effective March 1, 2020, we began managing our business under a new growth model through our three geographic markets, North America, Europe and Growth Markets, which became our reportable segments in the third quarter of fiscal 2020. Prior to this change, our reportable segments were our five operating groups, Communications, Media & Technology, Financial Services, Health & Public Service, Products and Resources. For additional information, see our Form 8-K filed on January 13, 2020.


Table of Contents
ACCENTURE FORM 10-Q	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Overview

The COVID-19 pandemic has ~~caused a significant loss~~impacted the health and well-being of ~~life,~~people, disrupted businesses and restricted travel worldwide, causing significant economic disruption and uncertainty. ~~This disruption~~While the rate and ~~uncertainty~~pace of recovery has ~~had~~differed by geography and ~~continues to have a significant adverse impact on our business, operations and financial results. For our~~industry, during the third quarter ~~ended May 31, 2020, our revenues declined 1% in U.S. dollars and grew 1% in local currency, a significant decrease when compared to the revenue growth experienced in the first half~~ of ~~this fiscal year. The pandemic impacted almost~~2021 we saw strong momentum across all aspects of our business and forced us to quickly adapt the way we operate. As described below, we took actions to shift the majority of our workforce to a remote working environment, to ensure the continuitydimensions of our business, including the ~~sales~~industries most affected by the pandemic. This momentum is driven by growing demand for digital transformation and ~~delivery~~is increasing the need for people to serve our clients.

We are gradually returning to our and our clients’ offices where permissible and traveling as needed, while prioritizing the well-being of our people. During the quarter, there was a considerable increase in new COVID-19 cases in India. Our ability to deliver services to our clients was not materially impacted as we initiated business continuity procedures and took actions to ~~respond to a rapidly changing demand environment from our clients.~~

~~During the third quarter, we enabled our global workforce to work from home and suspended substantially all business travel. During the quarter, approximately 95% of~~support our people ~~were enabled to work remotely, while a small number of our people providing essential services continued to work from our~~ and ~~our clients’ offices. As governments ease~~ their ~~restrictions, we~~families.

The COVID-19 pandemic may continue to ~~develop~~impact our business and ~~implement our comprehensive plan to return to our offices. As of June 22, 2020, approximately 35% of our offices were partially open with our people’s safety~~financial operating results, and ~~the needs of our clients guiding how we manage our phased transition.~~

~~We experienced reduced demand for our services during the quarter as some clients reprioritized and delayed certain work as a result of the pandemic, particularly~~there is uncertainty in the ~~Travel, Retail, Energy, High Tech~~nature and Industrial industries and primarily for our consulting services. We also experienced increased demand in the Public Service, Software & Platforms and Life Sciences industries and from clients across alldegree of our industry groups in connection with their digital transformations, the adoption of cloud technologies and security-related services. In this current market, the level of revenues we achieve is based on our ability to deliver market-leading services while deploying skilled teams of professionals effectively on a remote basis.

~~For further information on the impact to our results for the third quarter of fiscal 2020, please see “Summary of Results” below.~~its continued effects over time. For a discussion of risks related to the ~~COVID-19~~ pandemic, see “~~Our~~“Our results of operations have been significantly adversely affected and could in the future be materially adversely impacted by the COVID-19 pandemic.” under ~~Item 1A,~~the heading “Risk Factors”. in our Annual Report on Form 10-K for the year ended August 31, 2020.

Summary of Results

Revenues for the third quarter of fiscal ~~2020~~ ~~decreased 1%~~2021 increased 21% in U.S. dollars and ~~increased 1%~~16% in local currency compared to the third quarter of fiscal ~~2019~~.2020. Revenues for the nine months ended May 31, 2021 increased 11% in U.S. dollars and 8% in local currency compared to the nine months ended May 31, 2020. This included the impact of a decline in reimbursable travel costs during the first half of fiscal 2021, which reduced revenues approximately ~~2%. Revenues~~1% for the nine months ended May 31, ~~2020~~ ~~increased 4% in U.S. dollars and 6% in local currency compared to the~~ ~~nine months ended May 31, 2019~~.2021. During the third quarter of fiscal ~~2020~~,2021, revenue growth in local currency was ~~solid~~very strong in North America, Growth Markets and ~~modest in North America, partially offset by a slight decline in~~ Europe. We experienced local currency revenue growth that was very strong in Health & Public Service, ~~and flat in Financial Services and~~ Communications, Media & Technology, ~~partially offset by a~~Products and Financial Services and modest ~~decline~~ in ~~Resources and slight decline in Products.~~Resources. Revenue growth in local currency was ~~solid~~very strong in outsourcing ~~partially offset by a slight decline in~~and consulting during the third quarter of fiscal ~~2020~~.2021. The business environment remained ~~competitive and, in some~~competitive. In many areas, our pricing, which we ~~experienced pricing pressures. We use the term “pricing” to mean~~define as the contract profitability or margin on the work that we ~~sell.~~sell, was lower.

In our consulting business, revenues for the third quarter of fiscal ~~2020~~ ~~decreased 4%~~2021 increased 21% in U.S. dollars and 2%16% in local currency compared to the third quarter of fiscal ~~2019~~.2020. Consulting revenues for the nine months ended May 31, 2021 increased 8% in U.S. dollars and 5% in local currency compared to the nine months ended May 31, 2020. This included the impact of a decline in reimbursable travel costs during the first half of fiscal 2021, which reduced consulting revenues approximately ~~3%. Consulting revenues~~2% for the nine months ended May 31, ~~2020~~ ~~increased 3% in U.S. dollars and 5%~~2021. Consulting revenue in local currency ~~compared to~~for the ~~nine months ended May 31, 2019. The contraction in our consulting revenue in the~~ third quarter of fiscal ~~2020~~2021 was ~~led~~driven by ~~a decline~~very strong growth in Europe, ~~and a slight decline in~~ North America ~~partially offset by strong growth in~~and Growth Markets. Our consulting revenue continues to be driven by ~~digital-, cloud-~~helping our clients accelerate their digital transformation, including moving to the cloud, embedding security across the enterprise and ~~security-related services and assisting clients with the adoption of~~adopting new technologies. In addition, clients continue to be focused on initiatives designed to deliver cost savings and operational efficiency, as well as projects to ~~integrate their global operations~~accelerate growth and ~~grow and transform their businesses.~~improve customer experiences.

In our outsourcing business, revenues for the third quarter of fiscal ~~2020~~2021 increased 3%20% in U.S. dollars and 5%16% in local currency compared to the third quarter of fiscal ~~2019~~.2020. Outsourcing revenues for the nine months ended May 31, ~~2020~~2021 increased 5%14% in U.S. dollars and 7%11% in local currency compared to the nine months ended May 31, ~~2019~~.2020. Outsourcing revenue ~~growth~~ in local currency infor the third quarter of fiscal ~~2020~~2021 was ~~led~~driven by very strong growth in North America, ~~solid growth in Europe~~Growth Markets and ~~modest growth in Growth Markets.~~Europe. We continue to experience growing demand to assist clients with ~~the operation~~application modernization and maintenance, ~~of digital-related services~~cloud enablement and ~~cloud enablement.~~managed security services. In addition, clients continue to be focused on transforming their operations through data and analytics, automation and artificial intelligence to ~~improve effectiveness~~drive productivity and operational cost ~~efficiency.~~savings.

~~Table of Contents~~

As we are a global company, our revenues are denominated in multiple currencies and may be significantly affected by currency exchange rate fluctuations. The majority of our revenues are denominated in currencies other than the U.S. dollar, including the Euro, Japanese yen and U.K. pound. There continues to be volatility in foreign currency exchange rates. Unfavorable fluctuations in foreign currency exchange rates have had and could have in the future a material effect on our financial results. If the U.S. dollar weakens against other currencies, resulting in favorable currency translation, our revenues, revenue growth and results of operations in U.S. dollars may be higher. If the U.S. dollar strengthens against other currencies, resulting in unfavorable currency translation, our revenues, revenue growth and results of operations in U.S. dollars may be lower. The U.S. dollar ~~strengthened~~weakened against various currencies during the three and nine months ended May 31, 2021 compared to the three and nine months ended May 31, 2020, ~~compared to the~~ ~~three and nine months ended May 31, 2019~~, resulting in ~~unfavorable~~favorable currency translation and U.S. dollar revenue growth that was approximately ~~2% lower~~5% and 3% higher respectively, than our revenue growth in local currency. Assuming that exchange rates stay within recent ranges for the remainder of fiscal ~~2020~~,2021, we estimate that our full fiscal ~~2020~~2021 revenue growth in U.S. dollars will be approximately ~~1.5% lower in U.S. dollars~~3.5% higher than our revenue growth in local currency.

The primary categories of operating expenses include Cost of services, Sales and marketing and General and administrative costs. Cost of services is primarily driven by the cost of client-service personnel, which consists mainly of compensation, subcontractor and other personnel costs, and non-payroll costs on outsourcing contracts. Cost of services includes a variety of activities such as: contract delivery; recruiting and training; software development; and integration of acquisitions. Sales and


Table of Contents
ACCENTURE FORM 10-Q	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

marketing costs are driven primarily by: compensation costs for business development activities; marketing- and advertising-related activities; and certain acquisition-related costs. General and administrative costs primarily include costs for non-client-facing personnel, information systems, office space and certain acquisition-related costs.

Utilization for the third quarter of fiscal ~~2020~~2021 was ~~88%~~93%, ~~down~~up from ~~91%~~88% in the third quarter of fiscal ~~2019~~.2020. We hire to meet current and projected future demand. We proactively plan and manage the size and composition of our workforce and take actions as needed to address changes in the anticipated demand for our services and solutions, given that compensation costs are the most significant portion of our operating expenses. Our headcount, the majority of which serve our clients, increased to approximately 569,000 as of May 31, 2021, compared to approximately 513,000 as of May 31, ~~2020, compared to approximately 482,000 as of May 31, 2019.~~2020. The year-over-year increase in our headcount reflects an overall increase in demand for our services and solutions, as well as headcount added in connection with acquisitions. Attrition, excluding involuntary terminations, for the third quarter of fiscal ~~2020~~2021 was ~~11%~~17%, ~~down~~up from ~~18%~~11% in the third quarter of fiscal ~~2019~~.2020. We evaluate voluntary attrition, adjust levels of new hiring and use involuntary terminations as means to keep our supply of skills and resources in balance with changes in client demand. In addition, we adjust compensation in certain skill sets and geographies in order to attract and retain appropriate numbers of qualified employees. For the majority of our personnel, compensation increases become effective December 1st of each fiscal year. We strive to adjust pricing and/or the mix of ~~resources~~people to reduce the impact of compensation increases on our margin. Our ability to grow our revenues and maintain or increase our margin could be adversely affected if we are unable to: keep our supply of skills and resources in balance with changes in the types or amounts of services and solutions clients are demanding; recover increases in compensation; deploy our employees globally on a timely basis; manage attrition; and/or effectively assimilate and utilize new employees.

Gross margin (Revenues less Cost of services as a percentage of Revenues) for the third quarter of fiscal ~~2020~~2021 was ~~32.1%~~33.2%, compared with ~~31.8%~~32.1% for the third quarter of fiscal ~~2019~~.2020. Gross margin for the nine months ended May 31, ~~2020~~2021 was ~~31.5%,~~32.1% compared with ~~30.7%~~31.5% for the nine months ended May 31, ~~2019~~.2020. The increase in gross margin for the third quarter ~~and~~of fiscal 2021 was due to lower labor costs as a percentage of revenues compared to the same period in fiscal 2020. The increase in gross margin for the nine months ended May 31, 2021, compared to the same period in fiscal 2020 was due to lower non-payroll costs, primarily for travel, partially offset by an increase in labor costs, asincluding a ~~percentage~~one-time bonus for all employees below the managing director level in the second quarter of ~~revenues compared to the same periods in~~ fiscal ~~2019~~.2021.

Sales and marketing and General and administrative costs as a percentage of revenues were ~~16.5%~~17.2% for the third quarter of fiscal ~~2020~~2021 and ~~16.6%~~16.8% for the nine months ended May 31, ~~2020~~,2021, compared with ~~16.3%~~16.5% for the third quarter of fiscal ~~2019~~2020 and ~~16.0%~~16.6% for the nine months ended May 31, ~~2019~~.2020. For the third quarter compared to the same period in fiscal ~~2019~~,2020, Sales and marketing costs as a percentage of revenues increased 40 basis points, primarily due to higher non-payroll costs, including higher advertising costs. For the nine months ended May 31, 2021 compared to the same period in fiscal 2020, Sales and marketing costs as a percentage of revenues decreased 5020 basis ~~points, due to lower selling~~points. For both the third quarter and ~~other business development costs, primarily for travel. For the~~ nine months ended May 31, ~~2020 compared to the same period in fiscal 2019, Sales and marketing costs as a percentage of revenues increased 20 basis points. For the third quarter and~~ ~~nine months ended May 31, 2020~~,2021, compared to the same periods in fiscal ~~2019~~,2020, General and administrative costs as a percentage of revenues increased ~~70 and 50~~30 basis points, ~~respectively,~~ primarily due to higher ~~technology and facilities~~non-payroll costs.

Operating margin (Operating income as a percentage of revenues) for the third quarter of fiscal ~~2020~~2021 was ~~15.6%~~16.0%, compared with ~~15.5%~~15.6% for the third quarter of fiscal ~~2019~~.2020. Operating margin for the nine months ended May 31, ~~2020~~2021 was ~~14.8%~~15.3%, compared with ~~14.7%~~14.8% for the nine months ended May 31, ~~2019~~.2020.

During the first half of fiscal 2021 and 2020, we recorded gains of $271 million and $113 million and related tax expense of $41 million and $19 million, respectively, related to our investment in Duck Creek Technologies. For additional information, see Note 1 (Basis of Presentation) to our Consolidated Financial Statements under Item 1, “Financial Statements.”

The effective tax rates for the third quarter of fiscal 2021 and 2020 were 25.0% and 25.5%, respectively. The effective tax rate for the nine months ended May 31, 2021 was 22.1%, compared with 22.3% for the nine months ended May 31, 2020. Absent the investment gains and related tax expense, our effective tax rates for both the nine months ended May 31, 2021 and May 31, 2020 would have been 22.4%.

Diluted earnings per share were $2.40 for the third quarter of fiscal 2021, compared with $1.90 for the third quarter of fiscal 2020. Diluted earnings per share were $6.96 for the nine months ended May 31, 2021, compared with $5.90 for the nine months ended May 31, 2020. The $230 million and $94 million gains on an investment, net of taxes, increased diluted earnings per share by $0.36 and $0.15 during the nine months ended May 31, 2021 and May 31, 2020, respectively. Excluding the impact of these gains, diluted earnings per share would have been $6.60 and $5.75 for the nine months ended May 31, 2021 and May 31, 2020, respectively.

We have presented our effective tax rate and diluted earnings per share for the nine months ended May 31, 2021 and 2020, excluding the impact of gains related to an investment, as we believe doing so facilitates understanding as to the impact of these items and our performance when comparing these periods.


Table of Contents
ACCENTURE FORM 10-Q	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

New Bookings

New bookings for the third quarter of fiscal 2021 were $15.4 billion, with consulting bookings of $8.0 billion and outsourcing bookings of $7.4 billion. New bookings for the nine months ended May 31, 2021 were $44.3 billion, with consulting bookings of $22.7 billion and outsourcing bookings of $21.6 billion. New bookings for the third quarter of fiscal 2020 were $11.0 billion, with consulting bookings of $6.2 billion and outsourcing bookings of $4.8 billion. New bookings for the nine months ended May 31, 2020 were $35.6 billion, with consulting bookings of $19.4 billion and outsourcing bookings of $16.2 billion.


Table of Contents
ACCENTURE FORM 10-Q	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

~~Table of Contents~~

Results of Operations for the Three Months Ended May 31, ~~2020~~2021 Compared to the Three Months Ended May 31, ~~2019~~2020

Revenues by geographic market, industry group and type of work ~~were~~are as follows:


	Three Months Ended				Percent Increase (Decrease) U.S. Dollars		Percent Increase (Decrease) Local Currency		Percent of Revenues for the Three Months Ended
(in millions of U.S. dollars)	May 31, 2021		May 31, 2020						May 31, 2021		May 31, 2020
GEOGRAPHIC MARKETS
North America	$	6,200	$	5,239	18	%	18	%	47	%	48	%
Europe	4,452		3,575		25		14		34		33
Growth Markets	2,612		2,177		20		15		20		20
Total	$	13,264	$	10,991	21	%	16	%	100	%	100	%
INDUSTRY GROUPS (1)
Communications, Media & Technology	$	2,704	$	2,197	23	%	19		20	%	20	%
Financial Services	2,598		2,138		21		16		20		19
Health & Public Service	2,520		2,016		25		21		19		18
Products	3,674		3,003		22		17		28		27
Resources	1,768		1,637		8		3		13		15
Total	$	13,264	$	10,991	21	%	16	%	100	%	100	%
TYPE OF WORK
Consulting	$	7,260	$	5,998	21	%	16	%	55	%	55	%
Outsourcing	6,003		4,993		20		16		45		45
Total	$	13,264	$	10,991	21	%	16	%	100	%	100	%

Three Months Ended Percent
Increase
(Decrease)
U.S.
Dollars Percent
Increase
(Decrease)
Local
Currency Percent of Revenues
for the Three Months Ended
May 31, 2020 May 31,
2019 (1) May 31,
2020 May 31,
2019
(in millions of U.S. dollars)
GEOGRAPHIC MARKETS
North America $ 5,239
$ 5,148
2 % 2 % 48 % 46 %
Europe 3,575
3,774
(5 ) (2 ) 32
34
Growth Markets 2,177
2,178
—
5
20
20
TOTAL REVENUES 10,991
11,100
(1 )% 1 % 100 % 100 %
INDUSTRY GROUPS
Communications, Media & Technology $ 2,197
$ 2,253
(2 )% —
20 % 20 %
Financial Services 2,138
2,197
(3 ) —
20
20
Health & Public Service 2,016
1,820
11
12 % 18
16
Products 2,999
3,077
(3 ) (1 ) 27
28
Resources 1,637
1,748
(6 ) (3 ) 15
16
Other 5
5
n/m
n/m
—
—
TOTAL REVENUES $ 10,991
$ 11,100
(1 )% 1 % 100 % 100 %
TYPE OF WORK
Consulting $ 5,998
$ 6,237
(4 )% (2 )% 55 % 56 %
Outsourcing 4,993
4,863
3
5
45
44
TOTAL REVENUES $ 10,991
$ 11,100
(1 )% 1 % 100 % 100 %

~~_______________~~

~~n/m = not meaningful~~

Amounts in table may not total due to rounding.

(1)


~~(1)~~	~~Effective September 1, 2019 we revised the reporting of our geographic markets for the movement of one country from Growth Markets to Europe.~~Effective September 1, 2020, we revised the reporting of our industry groups to include amounts previously reported in Other. Prior period amounts have been reclassified to conform with the current period presentation.

~~Revenues~~

Revenues ~~were impacted by a decline in reimbursable travel costs across all markets, which reduced revenues by approximately 2%.~~

The following revenues commentary discusses local currency revenue changes for the third quarter of fiscal ~~2020~~2021 compared to the third quarter of fiscal ~~2019~~:2020:

Geographic Markets

•

North America revenues increased 2% in local currency, led by growth in Public Service, Life Sciences and Software & Platforms. These increases were partially offset by declines in Chemicals & Natural Resources and High Tech.

•North America revenues increased 18% in local currency, led by growth in Public Service, Software & Platforms and Consumer Goods, Retail & Travel Services. Revenue growth was driven by the United States.


•	Europe revenues decreased 2% in local currency, led by declines in Consumer Goods, Retail & Travel Services and Banking & Capital Markets. These decreases were partially offset by growth in Life Sciences, Chemicals & Natural Resources and Software & Platforms. Revenue decline was led by the United Kingdom, Spain and France, partially offset by growth in Italy and Germany.


•	Growth Markets revenues increased 5% in local currency, led by growth in Public Service, Software & Platforms and Chemicals & Natural Resources. These increases were partially offset by a decline in Consumer Goods, Retail & Travel Services. Revenue growth was driven by Japan.

•Europe revenues increased 14% in local currency, led by growth in Consumer Goods, Retail & Travel Services, followed by Banking & Capital Markets and Industrial. Revenue growth was driven by the United Kingdom, followed by Italy and Germany.

~~Table of Contents~~•

Growth Markets revenues increased 15% in local currency, led by growth in Consumer Goods, Retail & Travel Services, Banking & Capital Markets and Public Service. Revenue growth was led by Japan, followed by Brazil.

Operating Expenses

Operating expenses for the third quarter of fiscal ~~2020~~ ~~decreased $103~~2021 increased $1,867 million,, or 1%20%, over the third quarter of fiscal ~~2019~~,2020, and decreased as a percentage of revenues to ~~84.4%~~84.0% from ~~84.5%~~84.4% during this period.

Operating expenses by category are as follows:


	Three Months Ended
(in millions of U.S. dollars)	May 31, 2021				May 31, 2020				Increase (Decrease)
Operating Expenses	$	11,145	84.0	%	$	9,279	84.4	%	$	1,867
Cost of services	8,859		66.8		7,463		67.9		1,397
Sales and marketing	1,407		10.6		1,118		10.2		288
General and administrative costs	$	879	6.6	%	$	698	6.3	%	$	181

Amounts in table may not total due to rounding.


Table of Contents
ACCENTURE FORM 10-Q	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	27

Cost of Services

Cost of services for the third quarter of fiscal 2021 increased $1,397 million, or 19%, over the third quarter of fiscal 2020, ~~decreased $109 million, or 1%, over the~~ ~~third quarter of fiscal 2019~~, and decreased as a percentage of revenues to ~~67.9%~~66.8% from ~~68.2%~~67.9% during this period. Gross margin for the third quarter of fiscal ~~2020~~2021 increased to ~~32.1%~~33.2% from ~~31.8%~~32.1% during the third quarter of fiscal ~~2019~~.2020. The increase in gross margin was due to lower ~~non-payroll costs, primarily for travel, partially offset by an increase in~~ labor costs as a percentage of revenues compared to the same period in fiscal ~~2019.~~2020.

Sales and Marketing

Sales and marketing expense for the third quarter of fiscal ~~2020~~ ~~decreased $66~~2021 increased $288 million, or 26%, or 6%~~, over~~from the third quarter of fiscal ~~2019~~, and decreased as a percentage of revenues to 10.2% from 10.7% during this period. The decrease as a percentage of revenues was primarily due to lower selling and other business development costs, primarily for travel, compared to the same period in fiscal 2019.

~~General and Administrative Costs~~

~~General and administrative costs for the~~ ~~third quarter of fiscal~~ 2020, ~~increased $72 million, or~~ ~~11%, over the~~ ~~third quarter of fiscal 2019~~, and increased as a percentage of revenues to ~~6.3%~~10.6% from ~~5.6%~~10.2% during this period. The increase as a percentage of revenues was primarily due to higher ~~technology and facilities~~non-payroll costs, including advertising costs, compared to the same period in fiscal ~~2019.~~2020.

~~Operating Income~~General and ~~Operating Margin~~Administrative Costs

~~Operating income~~General and administrative costs for ~~the~~ ~~third quarter of fiscal 2020~~ ~~decreased $5 million over the~~ ~~third quarter of fiscal 2019~~. Effective March 1, 2020, we began managing our business under a new growth model through our three geographic markets, North America, Europe and Growth Markets, which became our reportable segments in the third quarter of fiscal ~~2020. Prior~~2021 increased $181 million, or 26%, over the third quarter of fiscal 2020, and increased as a percentage of revenues to 6.6% from 6.3% during this ~~change, our reportable segments were our five operating groups, Communications, Media & Technology, Financial Services, Health & Public Service, Products~~period. The increase as a percentage of revenues was primarily due to higher non-payroll costs compared to the same period in fiscal 2020.

Operating Income and ~~Resources.~~Operating Margin

Operating income for the third quarter of fiscal 2021 increased $406 million, or 24%, over the third quarter of fiscal 2020.

Operating income and operating margin for each of the geographic markets ~~were~~are as follows:


	Three Months Ended
	May 31, 2021				May 31, 2020
(in millions of U.S. dollars)	Operating Income		Operating Margin		Operating Income		Operating Margin		Increase (Decrease)
North America	$	1,128	18	%	$	721	14	%	$	407
Europe	608		14		535		15		72
Growth Markets	382		15		456		21		(74)
Total	$	2,119	16.0	%	$	1,713	15.6	%	$	406

Three Months Ended
May 31, 2020 May 31, 2019
Operating
Income Operating
Margin Operating
Income Operating
Margin Increase
(Decrease)
(in millions of U.S. dollars)
North America $ 721
14 % $ 882
17 % $ (161 )
Europe 535
15
552
15
(16 )
Growth Markets 456
21
285
13
172
TOTAL $ 1,713
15.6 % $ 1,718
15.5 % $ (5 )

~~_______________~~

Amounts in table may not total due to rounding.

We estimate that the aggregate percentage impact of foreign currency exchange rates on our operating income during the third quarter of fiscal ~~2020~~2021 was similar to that disclosed for revenue for each geographic market. ~~The reduction in travel costs during the third quarter of fiscal 2020 had a favorable impact on operating income.~~The commentary below provides insight into other factors affecting geographic market performance and operating income for the third quarter of fiscal ~~2020~~2021 compared with the third quarter of fiscal ~~2019~~2020:

•:North America operating income increased primarily due to revenue growth, higher contract profitability and lower sales and marketing costs as a percentage of revenues.

~~North America~~•Europe operating income increased primarily due to revenue growth.

•Growth Markets operating income decreased as revenue growth was more than offset by higher labor costs, lower consulting contract profitability and higher sales and marketing costs as a percentage of revenues.

~~Europe operating income decreased primarily due to a decline in revenue.~~

~~Growth Markets operating income increased primarily due to revenue growth and higher contract profitability.~~

Income Tax Expense

The effective tax ~~rate~~rates for the third quarter of fiscal 2021 and 2020 ~~was~~ were 25.0% and 25.5%, ~~compared with 25.6% for the~~ ~~third quarter of fiscal 2019~~.respectively. The ~~slightly~~ lower effective tax rate for the three months ended May 31, ~~2020~~ ~~included~~2021 was primarily due to changes in the geographic distribution of earnings, partially offset by lower benefits from tax law ~~changes offset by the phased-in effects of U.S. tax reform.~~

changes.


Table of Contents
ACCENTURE FORM 10-Q	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	28

Earnings Per Share

Diluted earnings per share were ~~$1.90~~$2.40 for the third quarter of fiscal ~~2020~~,2021, compared with ~~$1.93~~$1.90 for the third quarter of fiscal ~~2019~~. The $0.03 decrease in our diluted earnings per share was due to a decrease of $0.02 from higher non-operating expense, $0.01 from higher net income attributable to non-controlling interests - other and $0.01 from lower revenues and operating results. These decreases were partially offset by an increase of $0.01 from lower weighted average shares outstanding.2020. For information regarding our earnings per share calculations, see Note 3 (Earnings Per Share) to our Consolidated Financial Statements under Item 1, “Financial Statements.”

The increase in diluted earnings per share is due to the following factors:


	Earnings Per Share
Q3 FY20 As Reported	$	1.90
Higher revenue and operating results	0.47
Lower effective tax rate	0.01
Lower non-operating expense	0.01
Lower non-controlling interest	0.01
Q3 FY21 As Reported	$	2.40


Table of Contents
ACCENTURE FORM 10-Q	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	29

~~Table of Contents~~

Results of Operations for the Nine Months Ended May 31, ~~2020~~2021 Compared to the Nine Months Ended May 31, ~~2019~~2020

Revenues by geographic market, industry group and type of work ~~were~~are as follows:


	Nine Months Ended				Percent Increase (Decrease) U.S. Dollars		Percent Increase (Decrease) Local Currency		Percent of Revenues for the Nine Months Ended
(in millions of U.S. dollars)	May 31, 2021		May 31, 2020						May 31, 2021		May 31, 2020
GEOGRAPHIC MARKETS
North America	$	17,313	$	15,785	10	%	9	%	47	%	47	%
Europe	12,450		10,993		13		5		34		33
Growth Markets	7,352		6,714		9		8		20		20
Total	$	37,114	$	33,492	11	%	8	%	100	%	100	%
INDUSTRY GROUPS (1)
Communications, Media & Technology	$	7,518	$	6,682	13	%	10		20	%	20	%
Financial Services	7,321		6,415		14		10		20		19
Health & Public Service	6,993		5,934		18		16		19		18
Products	10,221		9,388		9		5		28		28
Resources	5,060		5,074		—		(3)		14		15
Total	$	37,114	$	33,492	11	%	8	%	100	%	100	%
TYPE OF WORK
Consulting	$	20,032	$	18,546	8	%	5	%	54	%	55	%
Outsourcing	17,082		14,945		14		11		46		45
Total	$	37,114	$	33,492	11	%	8	%	100	%	100	%

Nine Months Ended
Percent
Increase
(Decrease)
U.S.
Dollars
Percent
Increase Local
Currency Percent of Revenues
for the Nine Months Ended
May 31, 2020 May 31,
2019 (1) May 31,
2020 May 31,
2019
(in millions of U.S. dollars)
GEOGRAPHIC MARKETS
North America $ 15,785
$ 14,758
7 % 7 % 47 % 46 %
Europe 10,993
11,126
(1 ) 2
33
34
Growth Markets 6,714
6,275
7
10
20
20
TOTAL REVENUES $ 33,492
$ 32,159
4 % 6 % 100 % 100 %
INDUSTRY GROUPS
Communications, Media & Technology $ 6,682
$ 6,533
2 % 4 % 20 % 20 %
Financial Services 6,414
6,369
1
3
19
20
Health & Public Service 5,933
5,283
12
13
18
16
Products 9,377
8,913
5
7
28
28
Resources 5,071
5,040
1
3
15
16
Other 14
20
n/m
n/m
—
—
TOTAL REVENUES $ 33,492
$ 32,159
4 % 6 % 100 % 100 %
TYPE OF WORK
Consulting $ 18,546
$ 17,991
3 % 5 % 55 % 56 %
Outsourcing 14,945
14,168
5
7
45
44
TOTAL REVENUES $ 33,492
$ 32,159
4 % 6 % 100 % 100 %

~~_______________~~

~~n/m = not meaningful~~

Amounts in table may not total due to rounding.

(1)


~~(1)~~	~~Effective September 1, 2019 we revised the reporting of our geographic markets for the movement of one country from Growth Markets to Europe.~~Effective September 1, 2020, we revised the reporting of our industry groups to include amounts previously reported in Other. Prior period amounts have been reclassified to conform with the current period presentation.

~~Revenues~~

Revenues

Revenues were impacted by a decline ~~during the third quarter~~ in reimbursable travel costs ~~across all markets.~~during the first half of fiscal 2021, which reduced revenue growth by approximately 1% for the nine months ended May 31, 2021. The following revenues commentary discusses local currency revenue changes for the nine months ended May 31, 2021 compared to the nine months ended May 31, 2020:

Geographic Markets

•North America revenues increased 9% in local currency, led by growth in Public Service and Software & Platforms. The increases were partially offset by declines in Energy and Chemicals & Natural Resources. Revenue growth was driven by the United States.

•Europe revenues increased 5% in local currency, led by growth in Banking & Capital Markets, Software & Platforms and Life Sciences. The increases were partially offset by declines in High Tech and Chemicals & Natural Resources. Revenue growth was driven by the United Kingdom, Italy and Switzerland.

•Growth Markets revenues increased 8% in local currency, led by growth in Banking & Capital Markets, Public Service and High Tech. Revenue growth was driven by Japan.

Operating Expenses

Operating expenses for the nine months ended May 31, 2021 increased $2,928 million, or 10%, over the nine months ended May 31, 2020, ~~compared to the~~ ~~nine months ended May 31, 2019~~:

~~Geographic Markets~~


•	North America revenues increased 7% in local currency, led by growth in Public Service, Life Sciences, Consumer Goods, Retail & Travel Services, Health and Software & Platforms. These increases were partially offset by a decline in Chemicals & Natural Resources. Revenue growth was driven by the United States.


•	Europe revenues increased 2% in local currency, led by growth in Chemicals & Natural Resources, Life Sciences, Software & Platforms, Energy, Utilities and Health. These increases were partially offset by a decline in Banking & Capital Markets. Revenue growth was led by Italy and Germany, partially offset by a decline in the United Kingdom.


•	Growth Markets revenues increased 10% in local currency, led by growth in Software & Platforms, Banking & Capital Markets, Public Service, Chemicals & Natural Resources, Industrial, Consumer Goods, Retail & Travel Services and Life Sciences. Revenue growth was driven by Japan, as well as Brazil.

~~Table of Contents~~

~~Operating Expenses~~

~~Operating expenses for the~~ ~~nine months ended May 31, 2020~~ ~~increased $1,097 million, or 4%, over the~~ ~~nine months ended May 31, 2019~~, and decreased as a percentage of revenues to ~~85.2%~~84.7% from ~~85.3%~~85.2% during this period.


Table of Contents
ACCENTURE FORM 10-Q	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	30

Operating expenses by category are as follows:


	Nine Months Ended
(in millions of U.S. dollars)	May 31, 2021				May 31, 2020				Increase (Decrease)
Operating Expenses	$	31,451	84.7	%	$	28,523	85.2	%	$	2,928
Cost of services	25,216		67.9		22,956		68.5		2,260
Sales and marketing	3,773		10.2		3,472		10.4		301
General and administrative costs	$	2,462	6.6	%	$	2,095	6.3	%	$	367

Cost of Services

Cost of services for the nine months ended May 31, 2021 increased $2,260 million, or 10%, over the nine months ended May 31, 2020, ~~increased $677 million, or 3%, over the~~ ~~nine months ended May 31, 2019~~, and decreased as a percentage of revenues to ~~68.5%~~67.9% from ~~69.3%~~68.5% during this period. Gross margin for the nine months ended May 31, ~~2020~~2021 increased to ~~31.5%~~32.1% from ~~30.7%~~31.5% during the nine months ended May 31, ~~2019~~.2020. The increase in gross margin was due to lower non-payroll costs, primarily for travel, partially offset by an increase in labor costs, asincluding a ~~percentage~~one-time bonus for all employees below the managing director level in the second quarter of ~~revenues~~fiscal 2021, compared to the same period in fiscal ~~2019~~.2020.

Sales and Marketing

Sales and marketing expense for the nine months ended May 31, 2021 increased $301 million, or 9%, over the nine months ended May 31, 2020, ~~increased $198 million, or 6%, over~~ and decreased as a percentage of revenues to 10.2% from 10.4% during this period.

General and Administrative Costs

General and administrative costs for the nine months ended May 31, ~~2019~~2021 increased $367 million, or 18%, over the nine months ended May 31, 2020, and increased as a percentage of revenues to ~~10.4%~~6.6% from ~~10.2% during this period.~~

~~General and Administrative Costs~~

~~General and administrative costs for the~~ ~~nine months ended May 31, 2020~~ ~~increased $222 million, or 12%, over the~~ ~~nine months ended May 31, 2019, and increased as a percentage of revenues to~~ 6.3% ~~from 5.8%~~ during this period. The increase as a percentage of revenues was primarily due to higher ~~technology and facilities~~non-payroll costs compared to the same period in fiscal ~~2019~~.2020.

Operating Income and Operating Margin

Operating income for the nine months ended May 31, ~~2020~~2021 increased ~~$235~~$694 million, or 5%14%, over the nine months ended May 31, ~~2019~~. Effective March 1, 2020, we began managing our business under a new growth model through our three geographic markets, North America, Europe and Growth Markets, which became our reportable segments in the third quarter of fiscal 2020. ~~Prior to this change, our reportable segments were our five operating groups, Communications, Media & Technology, Financial Services, Health & Public Service, Products and Resources.~~

Operating income and operating margin for each of the geographic markets ~~were~~are as follows:


	Nine Months Ended
	May 31, 2021				May 31, 2020
(in millions of U.S. dollars)	Operating Income		Operating Margin		Operating Income		Operating Margin		Increase (Decrease)
North America	$	2,789	16	%	$	2,282	14	%	$	508
Europe	1,740		14		1,477		13		263
Growth Markets	1,133		15		1,210		18		(77)
Total	$	5,663	15.3	%	$	4,969	14.8	%	$	694

Nine Months Ended
May 31, 2020 May 31, 2019
Operating
Income Operating
Margin Operating
Income Operating
Margin Increase
(Decrease)
(in millions of U.S. dollars)
North America $ 2,282
14 % $ 2,267
15 % $ 15
Europe 1,477
13
1,597
14
(119 )
Growth Markets 1,210
18
870
14
340
TOTAL $ 4,969
14.8 % $ 4,734
14.7 % $ 235

~~_______________~~

Amounts in table may not total due to rounding.

We estimate that the aggregate percentage impact of foreign currency exchange rates on our operating income during the nine months ended May 31, ~~2020~~2021 was similar to that disclosed for revenue for each geographic market. The reduction in travel costs during the ~~third quarter~~first half of fiscal ~~2020~~2021 had a favorable impact on operating ~~income.~~income during the nine months ended May 31, 2021. In addition, during the nine months ended May 31, 2021 each geographic market’s operating income was unfavorably impacted by higher labor costs, including a one-time bonus in the second quarter of fiscal 2021 equal to one week of base pay for all employees below the managing director level. The commentary below provides insight into other factors affecting geographic market performance and operating income for the nine months ended May 31, ~~2020~~2021 compared with the nine months ended May 31, ~~2019~~2020:

•:North America operating income increased primarily due to revenue growth, higher consulting contract profitability and lower sales and marketing costs as a percentage of revenues.

•Europe operating income increased primarily due to revenue growth and higher contract profitability.

•Growth Markets operating income decreased as revenue growth was more than offset by higher labor costs and lower consulting contract profitability.


•			~~North America operating income increased primarily due to revenue growth, partially offset by lower outsourcing contract profitability and higher sales and marketing costs as a percentage~~Table of ~~revenues.~~Contents


•			~~Europe operating income decreased as revenue growth was offset by lower consulting contract profitability and higher sales and marketing costs as a percentage of revenues.~~ACCENTURE FORM 10-Q


•Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	~~Growth Markets operating income increased primarily due to revenue growth and higher contract profitability.~~ 31

Other Income (Expense), net

Other income (expense), net primarily consists of foreign currency gains and losses, non-operating components of pension expense, as well as gains and losses associated with our investments. ~~For~~During the nine months ended May 31, 2021, other income (expense), net increased $224 million over the nine months ended May 31, 2020,~~, other income (expense) increased $67 million over the~~ ~~nine months ended May 31, 2019~~, primarily due to higher gains on ~~investments, partially offset by foreign exchange losses.~~investments. For additional information, see Note 1 (Basis of Presentation) to our Consolidated Financial Statements under Item 1, “Financial Statements.”

~~Table of Contents~~

Income Tax Expense

The effective tax rate for the nine months ended May 31, ~~2020~~2021 was ~~22.3%~~22.1%, compared with ~~21.1%~~22.3% for the nine months ended May 31, ~~2019. The higher~~2020. Absent the $271 million and $113 million gains on an investment and related $41 million and $19 million in tax expense, our effective tax ~~rate~~rates for both the nine months ended May 31, ~~2020~~ ~~was primarily due to lower benefits from final determinations of prior year taxes~~2021 and ~~the phased-in effects of U.S. tax reform, partially offset by higher tax benefits from share-based payments.~~May 31, 2020 would have been 22.4%.

Our provision for income taxes is based on many factors and subject to volatility year to year. We expect the fiscal ~~2020~~2021 annual effective tax rate to be in the range of ~~23.5%~~23.0% to ~~24.5%~~24.0%. The effective tax rate for interim periods can vary because of the timing of when certain events occur during the year.

Earnings Per Share

Diluted earnings per share were ~~$5.90~~$6.96 for the nine months ended May 31, ~~2020~~,2021, compared with ~~$5.62~~$5.90 for the nine months ended May 31, ~~2019~~.2020. The ~~$0.28 increase in our~~$230 million and $94 million gains on an investment, net of taxes, increased diluted earnings per share ~~was due to an increase~~by $0.36 and $0.15 during the nine months ended May 31, 2021 and May 31, 2020, respectively. Excluding the impact of ~~$0.28 from higher revenues~~these gains, diluted earnings per share would have been $6.60 and ~~operating results, $0.08 from higher non-operating income~~$5.75 for the nine months ended May 31, 2021 and $0.02 from lower weighted average shares outstanding. These increases were partially offset by a decrease of $0.09 from a higher effective tax rate and $0.01 from higher net income attributable to non-controlling interests - other.May 31, 2020, respectively. For information regarding our earnings per share calculations, see Note 3 (Earnings Per Share) to our Consolidated Financial Statements under Item 1, “Financial Statements.”

The increase in diluted earnings per share is due to the following factors:


	Earnings Per Share
FY20 As Reported	$	5.90
Higher revenue and operating results	0.83
Higher gains on an investment, net of tax	0.21
Lower share count	0.02
FY21 As Reported	$	6.96


Table of Contents
ACCENTURE FORM 10-Q	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	32

~~Table of Contents~~

Liquidity and Capital Resources

As of May 31, ~~2020,~~2021, Cash and cash equivalents was ~~$6.4~~$10.0 billion, compared with ~~$6.1~~$8.4 billion as of August 31, ~~2019.~~2020.

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

Nine Months Ended
May 31, 2020 May 31, 2019 Change
(in millions of U.S. dollars)
Net cash provided by (used in):
Operating activities $ 5,059
$ 4,511
$ 548
Investing activities (1,648 ) (1,380 ) (268 )
Financing activities (3,036 ) (3,416 ) 381
Effect of exchange rate changes on cash and cash equivalents (60 ) (7 ) (53 )
Net increase (decrease) in cash and cash equivalents $ 315
$ (292 ) $ 608

~~_______________~~

~~Amounts in table may not total due to rounding.~~


	Nine Months Ended
(in millions of U.S. dollars)	May 31, 2021		May 31, 2020		Change
Net cash provided by (used in):
Operating activities	$	6,539	$	5,059	$	1,480
Investing activities	(1,458)		(1,648)		190
Financing activities	(3,559)		(3,036)		(523)
Effect of exchange rate changes on cash and cash equivalents	72		(60)		132
Net increase (decrease) in cash and cash equivalents	$	1,594	$	315	$	1,279

Operating activities: The ~~$548~~$1,480 million year-over-year increase in operating cash ~~flow~~flows was due to higher net income and ~~the deferral of payments for consumption~~changes in operating assets and ~~payroll taxes in several jurisdictions that adopted COVID-19 related deferral provisions.~~liabilities.

Investing activities: The ~~$268~~$190 million ~~increase~~decrease in cash used was primarily due to ~~higher~~increased proceeds from investments and lower spending on ~~business acquisitions and~~purchases of property and equipment, partially offset by ~~increased proceeds from~~higher spending on business acquisitions and investments. For additional information, see Note 5 (Business Combinations) to our Consolidated Financial Statements under Item 1, “Financial Statements.”

Financing activities: The ~~$381~~$523 million ~~decrease~~increase in cash used was primarily due to ~~a decrease~~an increase in the net purchases of shares as well as an increase in cash dividends paid, ~~due to a change in the frequency of payments from semi-annually to quarterly and~~partially offset by an increase in net proceeds from share ~~issuances, partially offset by an increase in net purchase of shares.~~issuances. For additional information, see Note ~~8 (Material Transactions Affecting Shareholders’~~7 (Shareholders’ Equity) to our Consolidated Financial Statements under Item 1, “Financial Statements.”

We believe that our current and longer-term working capital, investments and other general corporate funding requirements will be satisfied for the next twelve months and thereafter through cash flows from operations and, to the extent necessary, from our borrowing facilities and future financial market activities.

Substantially all of our cash is held in jurisdictions where there are no regulatory restrictions or material tax effects on the free flow of funds. Domestic cash inflows for our Irish parent, principally dividend distributions from lower-tier subsidiaries, have been sufficient to meet our historic cash requirements, and we expect this to continue into the future.

Borrowing Facilities

As of May 31, ~~2020~~,2021, we had the following borrowing facilities, including the issuance of letters of credit, to support general working capital purposes:


(in millions of U.S. dollars)	Facility Amount		Borrowings Under Facilities
Syndicated loan facility (1)	$	3,000	$	—
Separate, uncommitted, unsecured multicurrency revolving credit facilities	1,228		—
Local guaranteed and non-guaranteed lines of credit	255		—
Total	$	4,483	$	—

Amounts in table may not total due to rounding.

(1)On April 26, 2021, we replaced our $1,000 syndicated 5-year credit facility and $1,000 syndicated 364-day credit facility with a new $3,000 syndicated credit facility maturing on April 24, 2026. This facility provides unsecured, revolving credit capacity for general corporate purposes, including the issuance of letters of credit. Borrowings under this facility will accrue interest at the applicable risk-free rate, plus a spread. We continue to be in compliance with relevant covenant terms. The facility is subject to annual commitment fees. As of May 31, 2021, we had no borrowings under the facility.

Facility
Amount Borrowings
Under
Facilities
(in millions of U.S. dollars)
Syndicated loan facility $ 1,000
$ —
Separate, uncommitted, unsecured multicurrency revolving credit facilities 875
—
Local guaranteed and non-guaranteed lines of credit 229
—
Total $ 2,104
$ —

Under the borrowing facilities described above, we had an aggregate of ~~$442~~$674 million of letters of credit outstanding as of May 31, ~~2020.~~2021.


Table of Contents
ACCENTURE FORM 10-Q	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	33

We ended the quarter with a cash balance of $6.4 billion and our cash flows remain very strong. Given the significant economic uncertainty, we supplemented our total available liquidity in June 2020 by adding a $1 billion 364-day syndicated loan facility, which expires in June 2021. This facility is in addition to our existing $1 billion syndicated loan facility, which expires in December 2024. No balances were outstanding under either credit facility at any time during fiscal 2020. In the event of a loan drawn against the new facility, the lenders have the option to require us to repay the loan by issuing public debt within 45 days of their request.

Share Purchases and Redemptions

The Board of Directors of Accenture plc has authorized funding for our publicly announced open-market share purchase program for acquiring Accenture plc Class A ordinary shares and for purchases and redemptions of Accenture plc Class A ordinary shares and Accenture Canada Holdings Inc. exchangeable shares held by current and former members of Accenture Leadership and their permitted transferees.

Our share purchase activity during the nine months ended May 31, ~~2020~~ ~~was~~2021 is as follows:


	Accenture plc Class A Ordinary Shares			Accenture Canada Holdings Inc. Exchangeable Shares
(in millions of U.S. dollars, except share amounts)	Shares	Amount		Shares	Amount
Open-market share purchases (1)	8,384,847	$	2,128	—	$	—
Other share purchase programs	—	—		28,329	8
Other purchases (2)	2,584,946	653		—	—
Total	10,969,793	$	2,781	28,329	$	8

(1)We conduct a publicly announced open-market share purchase program for Accenture plc Class A ordinary shares. These shares are held as treasury shares by Accenture plc and may be utilized to provide for select employee benefits, such as equity awards to our employees.

(2)During the nine months ended May 31, 2021, as authorized under our various employee equity share plans, we acquired Accenture plc Class A ordinary shares primarily via share withholding for payroll tax obligations due from employees and former employees in connection with the delivery of Accenture plc Class A ordinary shares under those plans. These purchases of shares in connection with employee share plans do not affect our aggregate available authorization for our publicly announced open-market share purchase and the other share purchase programs.

Accenture plc Class A
Ordinary Shares Accenture Canada
Holdings Inc. Exchangeable Shares
Shares Amount Shares Amount
(in millions of U.S. dollars, except share amounts)
Open-market share purchases (1) 9,522,567
$ 1,782
—
$ —
Other share purchase programs —
—
36,345
7
Other purchases (2) 2,653,127
537
—
—
Total 12,175,694
$ 2,319
36,345
$ 7

~~_______________~~


~~(1)~~	We conduct a publicly announced open-market share purchase program for Accenture plc Class A ordinary shares. These shares are held as treasury shares by Accenture plc and may be utilized to provide for select employee benefits, such as equity awards to our employees.

~~(2)~~

~~During the~~ ~~nine months ended May 31, 2020~~, as authorized under our various employee equity share plans, we acquired Accenture plc Class A ordinary shares primarily via share withholding for payroll tax obligations due from employees and former employees in connection with the delivery of Accenture plc Class A ordinary shares under those plans. These purchases of shares in connection with employee share plans do not affect our aggregate available authorization for our publicly announced open-market share purchase and the other share purchase programs.

We intend to continue to use a significant portion of cash generated from operations for share repurchases during the remainder of fiscal ~~2020~~.2021. The number of shares ultimately repurchased under our open-market share purchase program may vary depending on numerous factors, including, without limitation, share price and other market conditions, our ongoing capital allocation planning, the levels of cash and debt balances, other demands for cash, such as acquisition activity, general economic and/or business conditions, and board and management discretion. Additionally, as these factors may change over the course of the year, the amount of share repurchase activity during any particular period cannot be predicted and may fluctuate from time to time. Share repurchases may be made from time to time through open-market purchases, in respect of purchases and redemptions of Accenture Canada Holdings Inc. exchangeable shares, through the use of Rule 10b5-1 plans and/or by other means. The repurchase program may be accelerated, suspended, delayed or discontinued at any time, without notice.

Off-Balance Sheet Arrangements

In the normal course of business and in conjunction with some client engagements, we have entered into contractual arrangements through which we may be obligated to indemnify clients with respect to certain matters.

To date, we have not been required to make any significant payment under any of the arrangements described above. For further discussion of these transactions, see Note 1110 (Commitments and Contingencies) to our Consolidated Financial Statements under Item 1, “Financial Statements.”

Significant Accounting Policies

See Note 1 (Basis of Presentation) ~~and Note 7 (Leases)~~ to our Consolidated Financial Statements under Item 1, “Financial Statements.” ~~Note 7 includes updates to our leases policy as a result of the implementation of FASB ASU No. 2016-02.~~

~~Table of Contents~~


Table of Contents
ACCENTURE FORM 10-Q	Item 3. Quantitative and Qualitative Disclosures About Market Risk	34

~~ITEM~~Item 3. ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Quantitative and Qualitative Disclosures About Market Risk

During the nine months ended May 31, ~~2020~~,2021, there were no material changes to the information on market risk exposure disclosed in our Annual Report on Form 10-K for the year ended August 31, ~~2019.~~2020. For a discussion of our market risk associated with foreign currency risk, interest rate risk and equity price risk as of August 31, ~~2019,~~2020, see “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A, of our Annual Report on Form 10-K for the year ended August 31, ~~2019.~~2020.

~~ITEM~~Item 4. ~~CONTROLS AND PROCEDURES~~Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during the third quarter of fiscal ~~2020~~2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~Table of Contents~~


Table of Contents
ACCENTURE FORM 10-Q	Part II — Other Information	35

~~PART~~Part II — ~~OTHER INFORMATION~~Other Information

~~ITEM~~Item 1. ~~LEGAL PROCEEDINGS~~Legal Proceedings

The information set forth under “Legal Contingencies” in Note 1110 (Commitments and Contingencies) to our Consolidated Financial Statements under Part I, Item 1, “Financial Statements,” is incorporated herein by reference.

~~ITEM~~Item 1A. ~~RISK FACTORS~~Risk Factors

For a discussion of our potential risks and uncertainties, see ~~the risk factor below and~~ the information under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended August 31, ~~2019~~2020 (the “Annual Report”).

~~Our results of operations~~ There have been ~~significantly adversely affected and could in the future be materially adversely impacted by the COVID-19 pandemic.~~

The COVID-19 pandemic has created significant volatility, uncertainty and economic disruption. The pandemic has resulted in authorities around the world implementing numerous unprecedented measures such as travel restrictions, quarantines, shelter in place orders, social distancing measures and temporary business closures. The pandemic and the actions taken by governments, businesses and individuals in responseno material changes to the pandemic have resulted in, and are expected to continue to result in, a substantial curtailment of business activities, weakened economic conditions, significant economic uncertainty and volatility. The pandemic is significantly adversely impacting and could in the future materially adversely impact our business, operations and financial results.

~~The extent to which the coronavirus pandemic will continue to impact our business, operations and financial results will depend on numerous evolving~~risk factors that are difficult to accurately predict, including: the duration and scope of the pandemic and the potential for additional outbreaks; how quickly and to what extent normal economic activity can resume; the timing of the development and distribution of an effective vaccine or treatments for COVID-19; government, business and individuals’ actions in response to the pandemic; the prolonged effect on our clients and client demand for our services and solutions; the degree to which client demand normalizes in a remote work environment; the reprioritization, delay or termination of existing client engagements; and the ability of our clients to pay for our services and solutions. The closure of our and our clients’ offices, and restrictions inhibiting our people’s ability to access those offices, has disrupted, and will continue to disrupt our ability to sell and provide our services and has resulted in, and may continue to result in, losses of revenue.

In response to governmental directives and recommended safety measures, we have enabled most of our employees to work remotely. As governments ease their restrictions, our employees will likely increase their social interactions, including in certain circumstancesdisclosed in our and our clients’ offices. While governments have largely indicated they will ease these restrictions in consultation with public health officials, this may not be sufficient to mitigate the risk of increased infection and could result in increased illness among our employees and associated business interruption.Annual Report.

Any of these events could cause or contribute to the risks and uncertainties enumerated in the Annual Report and could materially adversely affect our business, financial condition, results of operations and/or stock price.

~~Table of Contents~~

~~ITEM~~Item 2. ~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Accenture plc Class A Ordinary Shares

The following table provides information relating to our purchases of Accenture plc Class A ordinary shares during the third quarter of fiscal ~~2020~~2021.


Period	Total Number of Shares Purchased	Average Price Paid per Share (1)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3)
					(in millions of U.S. dollars)
March 1, 2021 — March 31, 2021	1,186,080	$	261.93	1,159,461	$	4,664
April 1, 2021 — April 30, 2021	822,254	286.80		801,212	4,432
May 1, 2021 — May 31, 2021	997,544	286.66		880,119	4,179
Total (4)	3,005,878	$	276.94	2,840,792

(1).Average price paid per share reflects the total cash outlay for the period, divided by the number of shares acquired, including those acquired by purchase or redemption for cash and any acquired by means of employee forfeiture.

(2)Since August 2001, the Board of Directors of Accenture plc has authorized and periodically confirmed a publicly announced open-market share purchase program for acquiring Accenture plc Class A ordinary shares. During the third quarter of fiscal 2021, we purchased 2,840,792 Accenture plc Class A ordinary shares under this program for an aggregate price of $786 million. The open-market purchase program does not have an expiration date.

(3)As of May 31, 2021, our aggregate available authorization for share purchases and redemptions was $4,179 million, which management has the discretion to use for either our publicly announced open-market share purchase program or the other share purchase programs. Since August 2001 and as of May 31, 2021, the Board of Directors of Accenture plc has authorized an aggregate of $40.1 billion for share purchases and redemptions by Accenture plc and Accenture Canada Holdings Inc.

(4)During the third quarter of fiscal 2021, Accenture purchased 165,086 Accenture plc Class A ordinary shares in transactions unrelated to publicly announced share plans or programs. These transactions consisted of acquisitions of Accenture plc Class A ordinary shares primarily via share withholding for payroll tax obligations due from employees and former employees in connection with the delivery of Accenture plc Class A ordinary shares under our various employee equity share plans. These purchases of shares in connection with employee share plans do not affect our aggregate available authorization for our publicly announced open-market share purchase and the other share purchase programs.

Period Total Number
of Shares
Purchased Average
Price Paid
per Share (1) Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs (2) Approximate Dollar Value
of Shares that May Yet Be
Purchased Under the Plans or Programs (3)

(in millions of U.S. dollars)
March 1, 2020 — March 31, 2020 2,414,033
$ 165.52
2,388,148
$ 2,085
April 1, 2020 — April 30, 2020 520,537
$ 176.41
508,853
$ 1,995
May 1, 2020 — May 31, 2020 737,071
$ 182.78
600,565
$ 1,885
Total (4) 3,671,641
$ 170.53
3,497,566

~~_______________~~


~~(1)~~	Average price paid per share reflects the total cash outlay for the period, divided by the number of shares acquired, including those acquired by purchase or redemption for cash and any acquired by means of employee forfeiture.

~~(2)~~

Since August 2001, the Board of Directors of Accenture plc has authorized and periodically confirmed a publicly announced open-market share purchase program for acquiring Accenture plc Class A ordinary shares. During the third quarter of fiscal 2020, we purchased 3,497,566 Accenture plc Class A ordinary shares under this program for an aggregate price of $595 million. The open-market purchase program does not have an expiration date.

~~(3)~~

As of May 31, 2020, our aggregate available authorization for share purchases and redemptions was $1,885 million, which management has the discretion to use for either our publicly announced open-market share purchase program or the other share purchase programs. Since August 2001 and as of May 31, 2020, the Board of Directors of Accenture plc has authorized an aggregate of $35.1 billion for share purchases and redemptions by Accenture plc and Accenture Canada Holdings Inc.

~~(4)~~

~~During the third quarter of fiscal 2020, Accenture purchased 174,075~~ Accenture plc Class A ordinary shares in transactions unrelated to publicly announced share plans or programs. These transactions consisted of acquisitions of Accenture plc Class A ordinary shares primarily via share withholding for payroll tax obligations due from employees and former employees in connection with the delivery of Accenture plc Class A ordinary shares under our various employee equity share plans. These purchases of shares in connection with employee share plans do not affect our aggregate available authorization for our publicly announced open-market share purchase and the other share purchase programs.

~~Table of Contents~~

Item 3. Defaults Upon Senior Securities

None.

~~ITEM 3.~~ ~~DEFAULTS UPON SENIOR SECURITIES~~

~~None.~~


Table of Contents
ACCENTURE FORM 10-Q	Part II — Other Information	36

~~ITEM~~Item 4. ~~MINE SAFETY DISCLOSURES~~Mine Safety Disclosures

Not applicable.

~~ITEM~~Item 5. ~~OTHER INFORMATION~~Other Information

(a) None.

(b) None.

~~ITEM~~Item 6. ~~EXHIBITS~~Exhibits

Exhibit Index:



Exhibit Number						Exhibit
3.1						Amended and Restated Memorandum and Articles of Association of Accenture plc (incorporated by reference to Exhibit 3.1 to Accenture plc’s 8-K filed on February 7, 2018)

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

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

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

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

101						The following financial information from Accenture plc’s Quarterly Report on Form 10-Q for the quarterly period ended May 31, ~~2020,~~2021, formatted in Inline XBRL: (i) Consolidated Balance Sheets as of May 31, ~~2020~~2021 (Unaudited) and August 31, ~~2019,~~2020, (ii) Consolidated Income Statements (Unaudited) for the three and nine months ended May 31, ~~2020~~2021 and ~~2019,~~May 31, 2020, (iii) Consolidated Statements of Comprehensive Income (Unaudited) for the three and nine months ended May 31, ~~2020~~2021 and ~~2019,~~May 31, 2020, (iv) Consolidated Shareholders’ Equity Statement (Unaudited) for the three and nine months ended May 31, ~~2020~~2021 and ~~2019,~~May 31, 2020, (v) Consolidated Cash Flows Statements (Unaudited) for the nine months ended May 31, ~~2020~~2021 and ~~2019~~May 31, 2020 and (vi) the Notes to Consolidated Financial Statements (Unaudited)

104						The cover page from Accenture plc’s Quarterly Report on Form 10-Q for the quarterly period ended May 31, ~~2020,~~2021, formatted in Inline XBRL (included as Exhibit 101)

~~Table of Contents~~


Table of Contents
ACCENTURE FORM 10-Q	Signatures	37

~~SIGNATURES~~Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: June ~~25, 2020~~

24, 2021


			ACCENTURE PLC

			~~ACCENTURE PLC~~
By:
	~~By:~~	/s/ KC McClure
			Name:	KC McClure
			Title:	Chief Financial Officer
				(Principal Financial Officer and Authorized Signatory)



	Ordinary Shares			Class A Ordinary Shares			Class X Ordinary Shares				Restricted Share Units			Additional Paid-in Capital			Treasury Shares					Retained Earnings			Accumulated Other Comprehensive Loss			Total Accenture plc Shareholders’ Equity			Noncontrolling Interests			Total Shareholders’ Equity
	$		No. Shares	$		No. Shares	$		No. Shares		Restricted Share Units			Additional Paid-in Capital			$			No. Shares		Retained Earnings			Accumulated Other Comprehensive Loss			Total Accenture plc Shareholders’ Equity			Noncontrolling Interests			Total Shareholders’ Equity
Balance as of February 28, 2019	$	57	40	$	15	670,313	$	—	651		$	954,613		$	5,783,062		$	(3,357,665	)	(32,439	)	$	11,421,964		$	(1,465,013	)	$	13,337,033		$	391,512		$	13,728,545
Net income																						1,249,516						1,249,516			19,133			1,268,649
Other comprehensive income (loss)																									(1,496		)	(1,496		)	(4,188		)	(5,684		)
Purchases of Class A shares														568			(485,625		)	(2,792	)							(485,057		)	(568		)	(485,625		)
Share-based compensation expense											226,158			37,516														263,674						263,674
Purchases/redemptions of Accenture Canada Holdings Inc. exchangeable shares and Class X shares									(14	)				(2,829		)												(2,829		)				(2,829		)
Issuances of Class A shares for employee share programs						1,523					(16,437		)	242,228			82,280			551		(249		)				307,822			355			308,177
Dividends											31,649											(961,914		)				(930,265		)	(1,250		)	(931,515		)
Other, net														(1,074		)												(1,074		)	640			(434		)
Balance as of May 31, 2019	$	57	40	$	15	671,836	$	—	637		$	1,195,983		$	6,059,471		$	(3,761,010	)	(34,680	)	$	11,709,317		$	(1,466,509	)	$	13,737,324		$	405,634		$	14,142,958



	Ordinary Shares			Class A Ordinary Shares			Class X Ordinary Shares				Restricted Share Units			Additional Paid-in Capital			Treasury Shares					Retained Earnings			Accumulated Other Comprehensive Loss			Total Accenture plc Shareholders’ Equity			Noncontrolling Interests			Total Shareholders’ Equity
	$		No. Shares	$		No. Shares	$		No. Shares		Restricted Share Units			Additional Paid-in Capital			$			No. Shares		Retained Earnings			Accumulated Other Comprehensive Loss			Total Accenture plc Shareholders’ Equity			Noncontrolling Interests			Total Shareholders’ Equity
Balance as of August 31, 2018	$	57	40	$	15	663,328	$	—	656		$	1,234,623		$	4,870,764		$	(2,116,948	)	(24,333	)	$	7,952,413		$	(1,576,171	)	$	10,364,753		$	359,835		$	10,724,588
Cumulative effect adjustment																						2,134,818						2,134,818			3,158			2,137,976
Net income																						3,648,685						3,648,685			52,008			3,700,693
Other comprehensive income (loss)																									109,662			109,662			(4,859		)	104,803
Purchases of Class A shares														2,841			(2,268,189		)	(14,316	)							(2,265,348		)	(2,841		)	(2,268,189		)
Share-based compensation expense											787,633			69,319														856,952						856,952
Purchases/redemptions of Accenture Canada Holdings Inc. exchangeable shares and Class X shares									(19	)				(16,399		)												(16,399		)				(16,399		)
Issuances of Class A shares for employee share programs						8,508					(884,308		)	1,134,959			624,127			3,969		(121,250		)				753,528			926			754,454
Dividends											58,035											(1,919,760		)				(1,861,725		)	(2,628		)	(1,864,353		)
Other, net														(2,013		)						14,411						12,398			35			12,433
Balance as of May 31, 2019	$	57	40	$	15	671,836	$	—	637		$	1,195,983		$	6,059,471		$	(3,761,010	)	(34,680	)	$	11,709,317		$	(1,466,509	)	$	13,737,324		$	405,634		$	14,142,958


	May 31, 2020			May 31, 2019				May 31, 2021		May 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:							CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	3,879,889		$	3,700,693		Net income	$	4,553,122	$	3,879,889
Adjustments to reconcile Net income to Net cash provided by (used in) operating activities —							Adjustments to reconcile Net income to Net cash provided by (used in) operating activities —
Depreciation, amortization and other	1,286,234			652,592			Depreciation, amortization and other	1,404,961		1,286,234
Share-based compensation expense	938,100			856,952			Share-based compensation expense	1,067,251		938,100

Deferred tax expense (benefit)	128,245			(47,130		)	Deferred tax expense (benefit)	(59,713)		128,245
Other, net	(142,943		)	(85,725		)	Other, net	(291,096)		(142,943)
Change in assets and liabilities, net of acquisitions —							Change in assets and liabilities, net of acquisitions —
Receivables and contract assets, current and non-current	(96,365		)	(493,733		)	Receivables and contract assets, current and non-current	(1,311,984)		(96,365)
Other current and non-current assets	(483,825		)	(373,142		)	Other current and non-current assets	(369,888)		(483,825)
Accounts payable	(245,718		)	94,144			Accounts payable	522,087		(245,718)
Deferred revenues, current and non-current	263,274			342,633			Deferred revenues, current and non-current	477,116		263,274
Accrued payroll and related benefits	(475,183		)	(67,970		)	Accrued payroll and related benefits	915,407		(475,183)
Income taxes payable, current and non-current	74,338			(52,518		)	Income taxes payable, current and non-current	192,362		74,338
Other current and non-current liabilities	(67,028		)	(16,096		)	Other current and non-current liabilities	(560,909)		(67,028)
Net cash provided by (used in) operating activities	5,059,018			4,510,700			Net cash provided by (used in) operating activities	6,538,716		5,059,018
CASH FLOWS FROM INVESTING ACTIVITIES:							CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment	(410,414		)	(357,749		)	Purchases of property and equipment	(343,837)		(410,414)
Purchases of businesses and investments, net of cash acquired	(1,326,366		)	(1,055,915		)	Purchases of businesses and investments, net of cash acquired	(1,544,412)		(1,326,366)
Proceeds from sales of businesses and investments	84,886			27,915			Proceeds from sales of businesses and investments	409,828		84,886

Other investing, net	3,717			6,041			Other investing, net	19,971		3,717
Net cash provided by (used in) investing activities	(1,648,177		)	(1,379,708		)	Net cash provided by (used in) investing activities	(1,458,450)		(1,648,177)
CASH FLOWS FROM FINANCING ACTIVITIES:							CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of shares	849,565			754,453			Proceeds from issuance of shares	939,564		849,565
Purchases of shares	(2,325,955		)	(2,284,587		)	Purchases of shares	(2,788,476)		(2,325,955)
Proceeds from (repayments of) long-term debt, net	(207		)	(983		)	Proceeds from (repayments of) long-term debt, net	(1,286)		(207)
Cash dividends paid	(1,528,532		)	(1,864,353		)	Cash dividends paid	(1,678,164)		(1,528,532)
Other, net	(30,421		)	(20,683		)	Other, net	(30,190)		(30,421)
Net cash provided by (used in) financing activities	(3,035,550		)	(3,416,153		)	Net cash provided by (used in) financing activities	(3,558,552)		(3,035,550)
Effect of exchange rate changes on cash and cash equivalents	(59,883		)	(7,041		)	Effect of exchange rate changes on cash and cash equivalents	72,336		(59,883)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	315,408			(292,202		)	NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	1,594,050		315,408
CASH AND CASH EQUIVALENTS, beginning of period	6,126,853			5,061,360			CASH AND CASH EQUIVALENTS, beginning of period	8,415,330		6,126,853
CASH AND CASH EQUIVALENTS, end of period	$	6,442,261		$	4,769,158		CASH AND CASH EQUIVALENTS, end of period	$	10,009,380	$	6,442,261
SUPPLEMENTAL CASH FLOW INFORMATION:							SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid, net	$	993,848		$	1,052,517		Income taxes paid, net	$	1,090,696	$	993,848


	May 31, 2021		August 31, 2020
Equity method investments	$	186,710	$	240,446
Investments without readily determinable fair values	140,787		84,068
Total non-current investments	$	327,497	$	324,514


	Three Months Ended				Nine Months Ended
	May 31, 2021		May 31, 2020		May 31, 2021		May 31, 2020
Depreciation	$	124,502	$	119,148	$	377,910	$	338,830
Amortization - Deferred transition	65,417		71,278		228,390		217,946
Amortization - Intangible assets	93,980		62,883		234,933		172,054
Other - Operating lease cost	195,087		191,351		563,728		557,404
Total depreciation, amortization and other	$	478,986	$	444,660	$	1,404,961	$	1,286,234



	May 31, 2020			August 31, 2019
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	6,442,261		$	6,126,853
Short-term investments	3,676			3,313
Receivables and contract assets	8,345,601			8,095,071
Other current assets	1,354,698			1,225,364
Total current assets	16,146,236			15,450,601
NON-CURRENT ASSETS:
Contract assets	52,701			71,002
Investments	270,984			240,313
Property and equipment, net	1,445,183			1,391,166
Lease assets	3,222,787			—
Goodwill	7,334,594			6,205,550
Deferred contract costs	704,282			681,492
Deferred tax assets	4,242,528			4,349,464
Other non-current assets	1,638,024			1,400,292
Total non-current assets	18,911,083			14,339,279
TOTAL ASSETS	$	35,057,319		$	29,789,880
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt and bank borrowings	$	8,697		$	6,411
Accounts payable	1,405,977			1,646,641
Deferred revenues	3,536,521			3,188,835
Accrued payroll and related benefits	4,426,829			4,890,542
Income taxes payable	443,881			378,017
Lease liabilities	738,642			—
Accrued consumption taxes	663,697			446,699
Other accrued liabilities	604,037			504,751
Total current liabilities	11,828,281			11,061,896
NON-CURRENT LIABILITIES:
Long-term debt	60,342			16,247
Deferred revenues	638,821			565,224
Retirement obligation	1,820,410			1,765,914
Deferred tax liabilities	208,146			133,232
Income taxes payable	907,590			892,688
Lease liabilities	2,704,540			—
Other non-current liabilities	405,544			526,988
Total non-current liabilities	6,745,393			3,900,293
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY:
Ordinary shares, par value 1.00 euros per share, 40,000 shares authorized and issued as of May 31, 2020 and August 31, 2019	57			57
Class A ordinary shares, par value $0.0000225 per share, 20,000,000,000 shares authorized, 663,533,025 and 654,739,267 shares issued as of May 31, 2020 and August 31, 2019, respectively	15			15
Class X ordinary shares, par value $0.0000225 per share, 1,000,000,000 shares authorized, 585,059 and 609,404 shares issued and outstanding as of May 31, 2020 and August 31, 2019, respectively	—			—
Restricted share units	1,337,761			1,411,903
Additional paid-in capital	7,190,179			5,804,448
Treasury shares, at cost: Ordinary, 40,000 shares as of May 31, 2020 and August 31, 2019; Class A ordinary, 27,565,988 and 18,964,863 shares as of May 31, 2020 and August 31, 2019, respectively	(3,085,444		)	(1,388,376		)
Retained earnings	12,565,857			10,421,538
Accumulated other comprehensive loss	(1,993,819		)	(1,840,577		)
Total Accenture plc shareholders’ equity	16,014,606			14,409,008
Noncontrolling interests	469,039			418,683
Total shareholders’ equity	16,483,645			14,827,691
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	35,057,319		$	29,789,880



Balance Sheet	Balance as of August 31, 2019		Adjustments due to ASU 2016-02 (Topic 842)			Balance as of September 1, 2019
CURRENT ASSETS
Other current assets	$	1,225,364	$	(38,666	)	$	1,186,698
NON-CURRENT ASSETS
Lease assets	—		3,169,608			3,169,608
Other non-current assets	1,400,292		(10,333		)	1,389,959
CURRENT LIABILITIES
Lease liabilities	—		699,399			699,399
Other accrued liabilities	951,450		(703		)	950,747
NON-CURRENT LIABILITIES
Lease liabilities	—		2,666,344			2,666,344
Other non-current liabilities	526,988		(244,431		)	282,557



	As of May 31, 2020		As of August 31, 2019
Receivables, net of allowance	$	7,677,366	$	7,467,338
Contract assets (current)	668,235		627,733
Receivables and contract assets (current)	8,345,601		8,095,071
Contract assets (non-current)	52,701		71,002
Deferred revenues (current)	3,536,521		3,188,835
Deferred revenues (non-current)	638,821		565,224


	As of May 31, 2021		As of August 31, 2020
Receivables	$	8,637,841	$	7,192,110
Contract assets (current)	835,600		654,782
Receivables and contract assets, net of allowance (current)	9,473,441		7,846,892
Contract assets (non-current)	40,455		43,257
Deferred revenues (current)	4,230,907		3,636,741
Deferred revenues (non-current)	698,740		690,931


~~(1)~~ Table of Contents	~~Diluted earnings~~Notes To Consolidated Financial Statements (In thousands of U.S. dollars, except share and per share assumes the exchange of all Accenture Canada Holdings Inc. exchangeable shares for Accenture plc Class A ordinary shares on a one-for-one basis. The income effect does not take into account “Net income attributable to noncontrolling interests - other,” since those shares are not redeemableamounts or ~~exchangeable for Accenture plc Class A ordinary shares.~~ as otherwise disclosed)
ACCENTURE FORM 10-Q		15


~~(1)~~ Table of Contents						~~Reclassifications into net periodic pension~~Notes To Consolidated Financial Statements (In thousands of U.S. dollars, except share and ~~post-retirement expense are recognized in Cost of services, Sales and marketing, General and administrative costs and non-operating expenses.~~per share amounts or as otherwise disclosed)


~~(2)~~	~~As of~~ ACCENTURE~~May 31, 2020~~, ~~$4,372 of net unrealized gains related to derivatives designated as cash flow hedges is expected to be reclassified into Cost of services in the next twelve months.~~ FORM 10-Q	16


											August 31, 2020		Additions/ Adjustments		Foreign Currency Translation		May 31, 2021
	August 31, 2019		Additions/ Adjustments		Foreign Currency Translation			May 31, 2020
GEOGRAPHIC MARKETS (1)
North America	3,973,356		529,405		(1,492		)	4,501,269		North America	$	4,604,441	$	453,185	$	7,548	$	5,065,174
Europe	1,569,223		371,680		2,720			1,943,623		Europe	2,138,088		666,534		100,758		2,905,380
Growth Markets	662,971		250,801		(24,070		)	889,702		Growth Markets	967,291		175,305		31,163		1,173,759
Total	$	6,205,550	$	1,151,886	$	(22,842	)	$	7,334,594	Total	$	7,709,820	$	1,295,024	$	139,469	$	9,144,313



	August 31, 2019							May 31, 2020
Intangible Asset Class	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer-related	$	1,013,976	$	(358,130	)	$	655,846	$	1,268,841	$	(444,315	)	$	824,526
Technology	119,686		(45,851		)	73,835		146,815		(50,697		)	96,118
Patents	127,796		(66,167		)	61,629		128,070		(66,048		)	62,022
Other	78,344		(28,875		)	49,469		82,736		(33,396		)	49,340
Total	$	1,339,802	$	(499,023	)	$	840,779	$	1,626,462	$	(594,456	)	$	1,032,006


Fiscal Year	Estimated Amortization
Remainder of 2021	$	67,014
2022	244,317
2023	217,293
2024	192,936
2025	170,802
Thereafter	324,447
Total	$	1,216,809



Fiscal Year	Estimated Amortization
Remainder of 2020	$	62,762
2021	220,067
2022	177,937
2023	159,124
2024	132,463
Thereafter	279,653
Total	$	1,032,006



	Three Months Ended May 31, 2020			Nine Months Ended May 31, 2020
Operating lease cost	$	191,351		$	557,404
Variable lease cost	42,537			137,940
Sublease income	(6,831		)	(19,391		)
	$	227,057		$	675,953



	Nine Months Ended May 31, 2020
Lease liability payments	$	535,549
Lease assets obtained in exchange for liabilities	$	486,739



	Lease Payments			Sublease Receipts
2020 (Remainder)	$	179,590		$	(5,479	)
2021	744,328			(16,026		)
2022	626,354			(8,061		)
2023	523,343			(7,618		)
2024	439,048			(7,181		)
Thereafter	1,474,890			(31,050		)
Total lease payments (receipts)	3,987,553			$	(75,415	)
Less interest	(544,371		)
Total lease liabilities	$	3,443,182



	Lease Payments		Sublease Receipts
2020	$	688,020	$	(24,884	)
2021	597,307		(17,908		)
2022	516,544		(8,535		)
2023	428,481		(7,541		)
2024	363,107		(7,184		)
Thereafter	1,246,097		(30,708		)
	$	3,839,556	$	(96,760	)



	Nine Months Ended				Percent Increase (Decrease) U.S. Dollars		Percent Increase Local Currency		Percent of Revenues for the Nine Months Ended
	May 31, 2020		May 31, 2019 (1)		Percent Increase (Decrease) U.S. Dollars		Percent Increase Local Currency		May 31, 2020		May 31, 2019
	(in millions of U.S. dollars)
GEOGRAPHIC MARKETS
North America	$	15,785	$	14,758	7	%	7	%	47	%	46	%
Europe	10,993		11,126		(1	)	2		33		34
Growth Markets	6,714		6,275		7		10		20		20
TOTAL REVENUES	$	33,492	$	32,159	4	%	6	%	100	%	100	%
INDUSTRY GROUPS
Communications, Media & Technology	$	6,682	$	6,533	2	%	4	%	20	%	20	%
Financial Services	6,414		6,369		1		3		19		20
Health & Public Service	5,933		5,283		12		13		18		16
Products	9,377		8,913		5		7		28		28
Resources	5,071		5,040		1		3		15		16
Other	14		20		n/m		n/m		—		—
TOTAL REVENUES	$	33,492	$	32,159	4	%	6	%	100	%	100	%
TYPE OF WORK
Consulting	$	18,546	$	17,991	3	%	5	%	55	%	56	%
Outsourcing	14,945		14,168		5		7		45		44
TOTAL REVENUES	$	33,492	$	32,159	4	%	6	%	100	%	100	%