PDF Accenture
PDF Accenture
PDF Accenture
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended August 31, 2017
OR
¨ 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 (I.R.S. Employer Identification No.)
incorporation or organization)
1 Grand Canal Square,
Grand Canal Harbour,
Dublin 2, Ireland
(Address of principal executive offices)
(353) (1) 646-2000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
TABLE OF CONTENTS
Page
Part I
Item 1. Business 1
Item 1A. Risk Factors 9
Item 1B. Unresolved Staff Comments 22
Item 2. Properties 22
Item 3. Legal Proceedings 22
Item 4. Mine Safety Disclosures 22
Part II
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 24
Item 6. Selected Financial Data 27
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 28
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 44
Item 8. Financial Statements and Supplementary Data 44
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 45
Item 9A. Controls and Procedures 45
Item 9B. Other Information 45
Part III
Item 10. Directors, Executive Officers and Corporate Governance 46
Item 11. Executive Compensation 46
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters 46
Item 13. Certain Relationships and Related Transactions, and Director Independence 47
Item 14. Principal Accounting Fees and Services 47
Part IV
Item 15. Exhibits, Financial Statement Schedules 48
Item 16. Form 10-K Summary 50
Signatures 51
Table of Contents
PART I
Disclosure Regarding Forward-Looking Statements
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934 (the “Exchange Act”) relating to our operations, 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, the factors discussed below under the section entitled “Risk Factors.” 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 them.
Available Information
Our website address is www.accenture.com. We use our website as a channel of distribution for company information. We make available free of charge
on the Investor Relations section of our website (http://investor.accenture.com) our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the
Securities and Exchange Commission (the “SEC”) pursuant to Section 13(a) or 15(d) of the Exchange Act. We also make available through our website other
reports filed with or furnished to the SEC under the Exchange Act, including our proxy statements and reports filed by officers and directors under
Section 16(a) of the Exchange Act, as well as our Code of Business Ethics. Financial and other material information regarding us is routinely posted on and
accessible at http://investor.accenture.com. We do not intend for information contained in our website to be part of this Annual Report on Form 10-K.
Any materials we file with the SEC may be read and copied at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC, 20549.
Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site
(http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.
In this Annual Report on Form 10-K, we use the terms “Accenture,” “we,” the “Company,” “our” and “us” 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.
ITEM 1. BUSINESS
Overview
Accenture is one of the world’s leading professional services companies with approximately 425,000 people serving clients in a broad range of industries
and in three geographic regions: North America, Europe and Growth Markets (Asia Pacific, Latin America, Africa, the Middle East, Russia and Turkey). Our
five operating groups, organized by industry, bring together expertise from across the organization in strategy, consulting, digital, technology including
application services, and operations to deliver end-to-end services and solutions to clients. Digital-, cloud- and security-related services, which we refer to as
“the New,” are increasingly important components of the services we provide. For fiscal 2017, our revenues before reimbursements (“net revenues”) were
$34.9 billion.
We operate globally with one common brand and business model, providing clients around the world with the same high level of service. Drawing on a
combination of industry and functional expertise, technology and innovation capabilities, alliance relationships, and our global delivery resources, we seek to
provide differentiated, innovative services that help our clients measurably improve their business performance and create sustainable value for their
customers and stakeholders. Our global delivery capability enables us to assemble integrated teams to provide high-quality, cost-effective solutions to our
clients.
In fiscal 2017, we continued to implement a strategy focused on industry and technology differentiation, increasingly taking an innovation-led approach to
drive value for clients. We serve clients in locally relevant ways, leveraging our global organization as appropriate. As part of our growth strategy in fiscal 2017,
we significantly increased our investments in strategic acquisitions—and also continued to invest in assets and offerings, in branding and thought leadership,
and in attracting and developing talent—to further enhance our differentiation and competitiveness.
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Operating Groups
Our five operating groups are Accenture’s reporting segments and primary market channel, organized around 13 industry groups that serve clients
globally in more than 40 industries. Our industry focus gives us an understanding of industry evolution, business issues and applicable technologies, enabling
us to deliver innovative solutions tailored to each client or, as appropriate, more standardized capabilities to multiple clients. The operating groups assemble
integrated client engagement teams, which typically consist of industry experts, capability specialists and professionals with local market knowledge. The
operating groups have primary responsibility for building and sustaining long-term client relationships; providing management and technology consulting
services; orchestrating our expertise and working synergistically with the other parts of our business to sell and deliver the full range of our services and
capabilities; ensuring client satisfaction; and achieving revenue and profitability objectives.
The following table shows the current organization of our five operating groups. We do not allocate total assets by operating group, although our
operating groups do manage and control certain assets. For certain historical financial information regarding our operating groups (including certain asset
information), as well as financial information by geography (including long-lived asset information), see Note 16 (Segment Reporting) to our Consolidated
Financial Statements under Item 8, “Financial Statements and Supplementary Data.”
Operating Groups and Industry Groups
Communications, Media & Technology Financial Services Health & Public Service Products Resources
• Communications & Media • Banking & Capital Markets • Health • Consumer Goods, Retail & • Chemicals & Natural Resources
• High Tech • Insurance • Public Service Travel Services • Energy
• Software & Platforms • Industrial • Utilities
• Life Sciences
Financial Services
Our Financial Services operating group serves the banking, capital markets and insurance industries. Professionals in this operating group work with
clients to address growth, cost and profitability pressures, industry consolidation, regulatory changes and the need to continually adapt to new digital
technologies. We offer services designed to help our clients increase cost efficiency, grow their customer base, manage risk and transform their operations.
Our Financial Services operating group comprises the following industry groups:
• Our Banking & Capital Markets industry group serves retail and commercial banks, mortgage lenders, payment providers, investment banks, wealth
and asset management firms, broker/dealers, depositories, exchanges, clearing and settlement organizations, and other diversified financial
enterprises. This group represented approximately 72% of our Financial Services operating group’s net revenues in fiscal 2017.
• Our Insurance industry group serves property and casualty insurers, life insurers, reinsurance firms and insurance brokers. This group represented
approximately 28% of our Financial Services operating group’s net revenues in fiscal 2017.
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Products
Our Products operating group serves a set of increasingly interconnected consumer-relevant industries. Our offerings are designed to help clients
transform their organizations and increase their relevance in the digital world. We help clients enhance their performance in distribution and sales and
marketing; in research and development and manufacturing; and in business functions such as finance, human resources, procurement and supply chain while
leveraging technology. Our Products operating group comprises the following industry groups:
• Our Consumer Goods, Retail & Travel Services industry group serves food and beverage, household goods, personal care, tobacco,
fashion/apparel, agribusiness and consumer health companies; supermarkets, hardline retailers, mass-merchandise discounters, department stores
and specialty retailers; as well as airlines and hospitality and travel services companies. This group represented approximately 56% of our Products
operating group’s net revenues in fiscal 2017.
• Our Industrial industry group works with automotive manufacturers and suppliers; freight and logistics companies; industrial and electrical equipment,
consumer durable and heavy equipment companies; and construction and infrastructure management companies. This group represented
approximately 23% of our Products operating group’s net revenues in fiscal 2017.
• Our Life Sciences industry group serves pharmaceutical, medical technology and biotechnology companies. This group represented approximately
21% of our Products operating group’s net revenues in fiscal 2017.
Resources
Our Resources operating group serves the chemicals, energy, forest products, metals and mining, utilities and related industries. We work with clients to
develop and execute innovative strategies, improve operations, manage complex change initiatives and integrate digital technologies designed to help them
differentiate themselves in the marketplace, gain competitive advantage and manage their large-scale capital investments. Our Resources operating group
comprises the following industry groups:
• Our Chemicals & Natural Resources industry group works with a wide range of industry segments, including petrochemicals, specialty chemicals,
polymers and plastics, gases and agricultural chemicals, among others, as well as the metals, mining, forest products and building materials
industries. This group represented approximately 27% of our Resources operating group’s net revenues in fiscal 2017.
• Our Energy industry group serves a wide range of companies in the oil and gas industry, including upstream, downstream, oil services and new
energy companies. This group represented approximately 26% of our Resources operating group’s net revenues in fiscal 2017.
• Our Utilities industry group works with electric, gas and water utilities around the world. This group represented approximately 47% of our Resources
operating group’s net revenues in fiscal 2017.
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Accenture Strategy
Accenture Strategy helps clients achieve specific business outcomes and enhance shareholder value by defining and executing industry-specific
strategies enabled by technology. We bring together our strategy capabilities in business and technology to help senior management teams shape and
execute their transformation objectives, focusing on issues related to digital disruption, competitive agility, global operating models and the future workforce.
We provide a range of strategy services focused on areas such as digital technologies; enterprise architecture and applications; CFO and enterprise value; IT;
security; mergers and acquisitions; operations; advanced customer services; sustainability; and talent and organization.
Accenture Consulting
Accenture Consulting provides industry experts with the insights and management and technology consulting capabilities to transform the world’s leading
companies. Our consulting capabilities enable our clients to design and implement transformational change programs, either for one or more functions or
business units, or across their entire organization. We provide industry-specific consulting services, as well as functional and technology consulting services.
Our functional and technology consulting services include finance and enterprise performance; supply chain and operations; talent and organization;
customers and channels; applications and architecture advisory; and technology advisory. We help our clients with the digital transformation of industries,
enhancing our consulting services with digital, cloud, cybersecurity, artificial intelligence and blockchain capabilities.
Accenture Digital
Accenture Digital combines our capabilities in digital marketing, analytics and mobility to help clients unlock value by designing new experiences for
customers and employees, embedding intelligence into their operations, creating new products and business models, and transforming their digital enterprise
capabilities and connections. We provide digital services across three broad areas:
• Accenture Interactive. Our end-to-end marketing solutions help clients deliver seamless multi-channel customer experiences and enhance their
marketing performance. Our services span customer experience design, digital marketing, personalization and commerce, as well as digital content
production and operations.
• Accenture Analytics. We deliver insight-driven outcomes at scale to help clients improve performance. Our capabilities range from implementing
analytics technologies such as big data to advanced mathematical modeling and sophisticated statistical analysis. Our services enhance business
performance and productivity outcomes through advanced analytics, artificial intelligence and collaboration capabilities.
• Accenture Mobility. We provide clients with practical innovations in connectivity and the Internet of Things to transform business processes and
enable new operating models. Our end-to-end mobility capabilities include collecting and exchanging valuable data through connected devices, mobile
applications, embedded software and sensor technology.
Accenture Technology
Accenture Technology comprises two primary areas: technology services and technology innovation & ecosystem.
• Technology Services. Technology Services includes our application services spanning systems integration and application outsourcing and covering
the full application lifecycle, from custom systems to all emerging technologies, across every leading technology platform (both traditional and
cloud/software-as-a-service-based). It also includes our global delivery capability in Technology and portfolio of products and intelligent platforms. We
continuously innovate new services, capabilities and platforms through early adoption of technologies such as artificial intelligence, machine learning
and intelligent automation to enhance productivity and create new growth opportunities.
• Technology Innovation & Ecosystem. We harness innovation through the research and development activities in the Accenture Labs and through
emerging technologies. We also develop and manage our alliance relationships across a broad range of technology providers, including Amazon Web
Services, Apple, Google, Microsoft, Oracle, Pegasystems, salesforce.com, SAP, Workday and many others, to enhance the value that we and our
clients realize from the technology ecosystem.
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Accenture Operations
Accenture Operations provides business process services, infrastructure services, security services and cloud services. We operate infrastructure and
business processes on behalf of clients, increasingly powered by data, artificial intelligence, analytics and digital technologies, on an as-a-service basis, to help
improve their productivity, experience and performance.
• Business Process Services. We offer services for specific business functions, such as finance and accounting, procurement, marketing, human
resources and learning, as well as industry-specific services, such as credit and health services. We provide these services on a global basis and
across industry sectors through our global delivery capability.
• Infrastructure and Cloud Services. We provide design, implementation, migration and managed services for security and infrastructure to help
organizations take advantage of innovative technologies and improve the efficiency and effectiveness of their existing technology. Our solutions help
clients transform and optimize their IT infrastructures—whether on-premise, in the cloud, or a hybrid of the two.
Alliances
We have sales and delivery alliances with companies whose capabilities complement our own by, among other things, enhancing a service offering,
delivering a new technology or helping us extend our services to new geographies. By combining our alliance partners’ products and services with our own
capabilities and expertise, we create innovative, high-value business solutions for our clients. Most of our alliances are non-exclusive. These alliances can
generate significant revenues from services we provide to implement our alliance partners’ products as well as revenue from the resale of their products.
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As of August 31, 2017, we employed approximately 425,000 people and had offices and operations in more than 200 cities in 53 countries.
Competition
We operate in a highly competitive and rapidly changing global marketplace and compete with a variety of organizations that offer services and solutions
competitive with those we offer. Our competitors include:
• large multinational providers, including the services arms of large global technology providers (hardware, equipment and software), that offer some or
all of the services and solutions that we do;
• off-shore service providers in lower-cost locations, particularly in India, that offer services globally that are similar to the services and solutions we
offer;
• accounting firms that provide consulting and other services and solutions in areas that compete with us;
• solution or service providers that compete with us in a specific geographic market, industry segment or service area, including digital and advertising
agencies and emerging start-ups and other companies that can scale rapidly to focus on or disrupt certain markets and provide new or alternative
products, services or delivery models; and
• in-house departments of large corporations that use their own resources, rather than engage an outside firm for the types of services and solutions we
provide.
Our revenues are derived primarily from Fortune Global 500 and Fortune 1000 companies, medium-sized companies, governments, government
agencies and other enterprises. We believe that the principal competitive factors in the industries in which we compete include:
• skills and capabilities of people;
• technical and industry expertise;
• innovative service and product offerings;
• ability to add business value and improve performance;
• reputation and client references;
• contractual terms, including competitive pricing;
• ability to deliver results reliably and on a timely basis;
• scope of services;
• service delivery approach;
• quality of services and solutions;
• availability of appropriate resources; and
• global reach and scale, including level of presence in key emerging markets.
Our clients typically retain us on a non-exclusive basis.
Intellectual Property
We provide value to our clients based in part on a differentiated range of proprietary inventions, methodologies, software, reusable knowledge capital and
other intellectual property. We recognize the increasing value of intellectual property in the marketplace and create, harvest, and protect this intellectual
property. We leverage patent, trade secret, copyright and trademark laws as well as contractual arrangements to protect our intellectual property. We have
also established policies to respect the intellectual property rights of third parties, such as our clients, partners and others.
As of August 31, 2017, we had a portfolio of over 3,575 patents and over 2,450 patent applications pending worldwide.
To protect the Accenture brand, one of our most valuable assets, we rely on intellectual property laws and trademark registrations held around the world.
Trademarks appearing in this report are the trademarks or registered trademarks of Accenture Global Services Ltd., Accenture Global Solutions Ltd., or
third parties, as applicable.
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Organizational Structure
Accenture plc is an Irish public limited company with no material assets other than ordinary and deferred shares in its subsidiary, Accenture Holdings plc,
an Irish public limited company. Accenture plc owns a majority voting interest in Accenture Holdings plc, and Accenture plc’s only business is to hold these
shares. As a result, Accenture plc controls Accenture Holdings plc’s management and operations and consolidates Accenture Holdings plc’s results in its
Consolidated Financial Statements. We operate our business through subsidiaries of Accenture Holdings plc. Accenture Holdings plc generally reimburses
Accenture plc for its expenses but does not pay Accenture plc any fees.
History
Prior to our transition to a corporate structure in fiscal 2001, we operated as a series of related partnerships and corporations under the control of our
partners. In connection with our transition to a corporate structure, our partners generally exchanged all of their interests in these partnerships and corporations
for Accenture Ltd Class A common shares or, in the case of partners in certain countries, Class I common shares of Accenture SCA, a Luxembourg
partnership limited by shares and direct subsidiary of Accenture Ltd (“Accenture SCA”), or exchangeable shares issued by Accenture Canada Holdings Inc., an
indirect subsidiary of Accenture SCA. Generally, partners who received Accenture SCA Class I common shares or Accenture Canada Holdings Inc.
exchangeable shares also received a corresponding number of Accenture Ltd Class X common shares, which entitled their holders to vote at Accenture Ltd
shareholder meetings but did not carry any economic rights. The combination of the Accenture Ltd Class X common shares and the Accenture SCA Class I
common shares or Accenture Canada Holdings Inc. exchangeable shares gave these partners substantially similar economic and governance rights as
holders of Accenture Ltd Class A common shares.
On June 10, 2009, Accenture plc was incorporated in Ireland, as a public limited company, in order to effect moving the place of incorporation of our
parent holding company from Bermuda to Ireland. This transaction was completed on September 1, 2009, at which time Accenture Ltd, our predecessor
holding company, became a wholly owned subsidiary of Accenture plc and Accenture plc became our parent holding company. Accenture Ltd was dissolved
on December 29, 2009.
On April 10, 2015, Accenture Holdings plc was incorporated in Ireland, as a public limited company, in order to further consolidate Accenture’s presence
in Ireland. On August 26, 2015, Accenture SCA merged with and into Accenture Holdings plc, with Accenture Holdings plc as the surviving entity. This merger
was a transaction between entities under common control and had no effect on the Company’s Consolidated Financial Statements.
All references to Accenture Holdings plc included in this report with respect to periods prior to August 26, 2015 reflect the activity and/or balances of
Accenture SCA (the predecessor of Accenture Holdings plc). The Consolidated Financial Statements reflect the ownership interests in Accenture Holdings plc
and Accenture Canada Holdings Inc. held by certain current and former members of Accenture Leadership as noncontrolling interests. “Accenture Leadership”
is comprised of members of our global management committee (the Company’s primary management and leadership team, which consists of approximately 20
of our most senior leaders), senior managing directors and managing directors. The noncontrolling ownership interests percentage was 4% as of August 31,
2017.
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of Accenture Holdings plc ordinary shares and Accenture Canada Holdings Inc. exchangeable shares outstanding. Class X ordinary shares are not
transferable without the consent of Accenture plc.
A transfer of Accenture plc Class A ordinary shares effected by transfer of a book-entry interest in The Depository Trust Company will not be subject to
Irish stamp duty. Other transfers of Accenture plc Class A ordinary shares may be subject to Irish stamp duty (currently at the rate of 1% of the price paid or
the market value of the Class A ordinary shares acquired, if higher) payable by the buyer.
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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.
Global macroeconomic and geopolitical conditions affect our clients’ businesses and the markets they serve. Volatile, negative or uncertain economic and
political conditions in our significant markets have undermined and could in the future undermine business confidence in our significant markets or in other
markets, which are increasingly interdependent, and cause our clients to reduce or defer their spending on new initiatives and technologies, or may result in
clients reducing, delaying or eliminating spending under existing contracts with us, which would negatively affect our business. Growth in the markets we serve
could be at a slow rate, or could stagnate or contract, in each case, for an extended period of time. Differing economic conditions and patterns of economic
growth and contraction in the geographical regions in which we operate and the industries we serve have affected and may in the future affect demand for our
services and solutions. Because we operate globally and have significant businesses in many markets, an economic slowdown in any of those markets could
adversely affect our results of operations.
Ongoing economic and political volatility and uncertainty and changing demand patterns affect our business in a number of other ways, including making
it more difficult to accurately forecast client demand and effectively build our revenue and resource plans, particularly in consulting. Economic and political
volatility and uncertainty is particularly challenging because it may take some time for the effects and changes in demand patterns resulting from these and
other factors to manifest themselves in our business and results of operations. Changing demand patterns from economic and political volatility and uncertainty
could have a significant negative impact on our 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.
Our revenue and profitability depend on the demand for our services and solutions with favorable margins, which could be negatively affected by
numerous factors, many of which are beyond our control and unrelated to our work product. As described above, volatile, negative or uncertain global
economic and political conditions and lower growth in the markets we serve have adversely affected and could in the future adversely affect client demand for
our services and solutions. Our success depends, in part, on our ability to continue to develop and implement services and solutions that anticipate and
respond to rapid and continuing changes in technology and offerings to serve the evolving needs of our clients. Examples of areas of significant change
include digital-, cloud- and security-related offerings, which are continually evolving, as well as developments in areas such as artificial intelligence, augmented
reality, automation, blockchain, Internet of Things, quantum computing and as-a-service solutions. Technological developments may materially affect the cost
and use of technology by our clients and, in the case of as-a-service solutions, could affect the nature of how we generate revenue. Some of these
technologies have reduced and replaced some of our historical services and solutions and may continue to do so in the future. This has caused, and may in
the future cause, clients to delay spending under existing contracts and engagements and to delay entering into new contracts while they evaluate new
technologies. Such delays can negatively impact our results of operations if the pace and level of spending on new technologies is not sufficient to make up
any shortfall.
Developments in the industries we serve, which may be rapid, also could shift demand to new services and solutions. If, as a result of new technologies
or changes in the industries we serve, our clients demand new services and solutions, we may be less competitive in these new areas or need to make
significant investment to meet that demand. Our growth strategy focuses on responding to these types of developments by driving innovation that will enable
us to expand our business into new growth areas. If we do not sufficiently invest in new technology and adapt to industry developments, or evolve and expand
our business at sufficient speed and scale, or if we do not make the right strategic investments to respond to these developments and successfully drive
innovation, our services and solutions, our results of operations, and our ability to develop and maintain a competitive advantage and to execute on our growth
strategy could be negatively affected.
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We operate in a rapidly evolving environment in which there currently are, and we expect will continue to be, new technology entrants. New services or
technologies offered by competitors or new entrants may make our offerings less differentiated or less competitive when compared to other alternatives, which
may adversely affect our results of operations. In addition, companies in the industries we serve sometimes seek to achieve economies of scale and other
synergies by combining with or acquiring other companies. If one of our current clients merges or consolidates with a company that relies on another provider
for the services and solutions we offer, we may lose work from that client or lose the opportunity to gain additional work if we are not successful in generating
new opportunities from the merger or consolidation. At any given time in a particular industry or geography, one or a small number of clients could contribute a
significant portion of our revenues, and any decision by such a client to delay, reduce, or eliminate spending on our services and solutions could have a
disproportionate impact on the results of operations in the relevant industry and/or geography.
Many of our consulting contracts are less than 12 months in duration, and these contracts typically permit a client to terminate the agreement with as little
as 30 days’ notice. Longer-term, larger and more complex contracts, such as the majority of our outsourcing contracts, generally require a longer notice period
for termination and often include an early termination charge to be paid to us, but this charge might not be sufficient to cover our costs or make up for
anticipated ongoing revenues and profits lost upon termination of the contract. Many of our contracts allow clients to terminate, delay, reduce or eliminate
spending on the services and solutions we provide. Additionally, a client could choose not to retain us for additional stages of a project, try to renegotiate the
terms of its contract or cancel or delay additional planned work. When contracts are terminated or not renewed, we lose the anticipated revenues, and it may
take significant time to replace the level of revenues lost. Consequently, our results of operations in subsequent periods could be materially lower than
expected. The specific business or financial condition of a client, changes in management and changes in a client’s strategy are also all factors that can result
in terminations, cancellations or delays.
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.
Our success is dependent, in large part, on our ability to keep our supply of skills and resources in balance with client demand around the world and our
ability to attract and retain personnel with the knowledge and skills to lead our business globally. Experienced personnel in our industry are in high demand,
and competition for talent is intense. We must hire or retrain, retain, and motivate appropriate numbers of talented people with diverse skills in order to serve
clients across the globe, respond quickly to rapid and ongoing technology, industry and macroeconomic developments and grow and manage our business.
For example, if we are unable to hire or continually train our employees to keep pace with the rapid and continuing changes in technology and the industries
we serve or changes in the types of services and solutions clients are demanding, we may not be able to develop and deliver new services and solutions to
fulfill client demand. There is intense competition for scarce talent with skills in new technologies, and we may be unable to cost-effectively hire new employees
with these skills, which may cause us to incur increased costs. As we expand our services and solutions, we must also hire and retain an increasing number of
professionals with different skills and professional expectations than those of the professionals we have historically hired and retained. Additionally, if we are
unable to successfully integrate, motivate and retain these professionals, our ability to continue to secure work in those industries and for our services and
solutions may suffer.
We are particularly dependent on retaining members of Accenture Leadership and other experienced managers, and if we are unable to do so, our ability
to develop new business and effectively manage our current contracts and client relationships could be jeopardized. We depend on identifying, developing and
retaining key employees to provide leadership and direction for our businesses. This includes developing talent and leadership capabilities in emerging
markets, where the depth of skilled employees is often limited and competition for these resources is intense. Our ability to expand geographically depends, in
large part, on our ability to attract, retain and integrate both leaders for the local business and people with the appropriate skills.
Similarly, our profitability depends on our ability to effectively utilize personnel with the right mix of skills and experience to perform services for our
clients, including our ability to transition employees to new assignments on a timely basis. If we are unable to effectively deploy our employees globally on a
timely basis to fulfill the needs of our clients, our profitability could suffer. If the utilization rate of our professionals is too high, it could have an adverse effect on
employee engagement and attrition, the quality of the work performed as well as our ability to staff projects. If our utilization rate is too low, our profitability and
the engagement of our employees could suffer. The costs associated with recruiting and training employees are significant. An important element of our global
business model is the deployment of our employees around the world, which allows us to move talent as needed. Therefore, if we are not able to deploy the
talent we need because of increased regulation of immigration or work visas, including limitations placed on the number of visas granted, limitations on the
type of work performed or location in which the work can be
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performed, and new or higher minimum salary requirements, it could be more difficult to staff our employees on client engagements and could increase our
costs.
Our equity-based incentive compensation plans are designed to reward high-performing personnel for their contributions and provide incentives for them
to remain with us. If the anticipated value of such incentives does not materialize because of volatility or lack of positive performance in our stock price, or if our
total compensation package is not viewed as being competitive, our ability to attract and retain the personnel we need could be adversely affected. In addition,
if we do not obtain the shareholder approval needed to continue granting equity awards under our share plans in the amounts we believe are necessary, our
ability to attract and retain personnel could be negatively affected.
There is a risk that at certain points in time, and in certain geographical regions, we will find it difficult to hire and retain a sufficient number of employees
with the skills or backgrounds to meet current and/or future demand. In these cases, we might need to redeploy existing personnel or increase our reliance on
subcontractors to fill certain labor needs, and if not done effectively, our profitability could be negatively impacted. Additionally, if demand for our services and
solutions were to escalate at a high rate, we may need to adjust our compensation practices, which could put upward pressure on our costs and adversely
affect our profitability if we are unable to recover these increased costs. At certain times, however, we may also have more personnel than we need in certain
skill sets or geographies or at compensation levels that are not aligned with skill sets. In these situations, we have engaged, and may in the future engage, in
actions to rebalance our resources, including through reduced levels of new hiring and increased involuntary terminations as a means to keep our supply of
skills and resources in balance with client demand. If we are not successful in these initiatives, our results of operations could be adversely affected.
We could have liability or our reputation could be damaged if we fail to protect client and/or Accenture data from security breaches or cyberattacks.
We are dependent on information technology networks and systems to securely process, transmit and store electronic information and to communicate
among our locations around the world and with our people, clients, alliance partners and vendors. As the breadth and complexity of this infrastructure
continues to grow, including as a result of the use of mobile technologies, social media and cloud-based services, the risk of security breaches and
cyberattacks increases. Such breaches could lead to shutdowns or disruptions of or damage to our systems and those of our clients, alliance partners and
vendors, and unauthorized disclosure of sensitive or confidential information, including personal data. In the past, we have experienced data security breaches
resulting from unauthorized access to our systems, which to date have not had a material impact on our operations; however, there is no assurance that such
impacts will not be material in the future.
In providing services and solutions to clients, we often manage, utilize and store sensitive or confidential client or Accenture data, including personal data,
and we expect these activities to increase, including through the use of analytics. Unauthorized disclosure of sensitive or confidential client or Accenture data,
whether through systems failure, employee negligence, fraud or misappropriation, could damage our reputation, cause us to lose clients and could result in
significant financial exposure. Similarly, unauthorized access to or through our information systems or those we develop for our clients, whether by our
employees or third parties, including a cyberattack by computer programmers, hackers, members of organized crime and/or state-sponsored organizations,
who continuously develop and deploy viruses, ransomware or other malicious software programs or social engineering attacks, could result in negative
publicity, significant remediation costs, legal liability, damage to our reputation and government sanctions and could have a material adverse effect on our
results of operations. Cybersecurity threats are constantly expanding and evolving, thereby increasing the difficulty of detecting and defending against them.
We are subject to numerous laws and regulations designed to protect this information, such as the national laws implementing the European Union
Directive on Data Protection (which will be replaced by the European Union General Data Protection Regulation from 2018 onwards), various U.S. federal and
state laws governing the protection of health or other personally identifiable information and data privacy and cybersecurity laws in other regions. These laws
and regulations are increasing in complexity and number, change frequently and increasingly conflict among the various countries in which we operate, which
has resulted in greater compliance risk and cost for us. If any person, including any of our employees, negligently disregards or intentionally breaches our
established controls with respect to client or Accenture data, or otherwise mismanages or misappropriates that data, we could be subject to significant
litigation, monetary damages, regulatory enforcement actions, fines and/or criminal prosecution in one or more jurisdictions. These monetary damages might
not be subject to a contractual limit of liability or an exclusion of consequential or indirect damages and could be significant. In addition, our liability insurance,
which includes cyber insurance, might not be sufficient in type or amount to cover us against claims related to security breaches, cyberattacks and other
related breaches.
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The markets in which we operate are highly competitive, and we might not be able to compete effectively.
The markets in which we offer our services and solutions are highly competitive. Our competitors include:
• large multinational providers, including the services arms of large global technology providers (hardware, equipment and software), that offer some or
all of the services and solutions that we do;
• off-shore service providers in lower-cost locations, particularly in India, that offer services globally that are similar to the services and solutions we
offer;
• accounting firms that provide consulting and other services and solutions in areas that compete with us;
• solution or service providers that compete with us in a specific geographic market, industry segment or service area, including digital and advertising
agencies and emerging start-ups and other companies that can scale rapidly to focus on or disrupt certain markets and provide new or alternative
products, services or delivery models; and
• in-house departments of large corporations that use their own resources, rather than engage an outside firm for the types of services and solutions we
provide.
Some competitors may have greater financial, marketing or other resources than we do and, therefore, may be better able to compete for new work and
skilled professionals, may be able to innovate and provide new services and solutions faster than we can or may be able to anticipate the need for services
and solutions before we do.
Even if we have potential offerings that address marketplace or client needs, competitors may be more successful at selling similar services they offer,
including to companies that are our clients. Some competitors are more established in certain markets, and that may make executing our geographic
expansion strategy in these markets more challenging. Additionally, competitors may also offer more aggressive contractual terms, which may affect our ability
to win work. Our future performance is largely dependent on our ability to compete successfully in the markets we currently serve, while expanding into
additional markets. If we are unable to compete successfully, we could lose market share and clients to competitors, which could materially adversely affect
our results of operations.
In addition, we may face greater competition due to consolidation of companies in the technology sector through strategic mergers or acquisitions.
Consolidation activity may result in new competitors with greater scale, a broader footprint or offerings that are more attractive than ours. Over time, our
access to certain technology products and services may be reduced as a result of this consolidation. Additionally, vertically integrated companies are able to
offer as a single provider more integrated services (software and hardware) to clients than we can in some cases and therefore may represent a more
attractive alternative to clients. If buyers of services favor using a single provider for an integrated technology stack, such buyers may direct more business to
such competitors, and this could materially adversely affect our competitive position and our results of operations.
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 profitability is highly dependent on a variety of factors and could be materially impacted by any of the following:
Our results of operations could materially suffer if we are not able to obtain sufficient pricing to meet our profitability expectations. If we are not able to
obtain favorable pricing for our services and solutions, our revenues and profitability could materially suffer. The rates we are able to charge for our services
and solutions are affected by a number of factors, including:
• general economic and political conditions;
• our clients’ desire to reduce their costs;
• the competitive environment in our industry;
• our ability to accurately estimate our service delivery costs, upon which our pricing is sometimes determined, includes our ability to estimate the
impact of inflation and foreign exchange on our service delivery costs over long-term contracts; and
• the procurement practices of clients and their use of third-party advisors.
Our profitability could suffer if we are not able to remain competitive. The competitive environment in our industry affects our ability to secure new
contracts at our target economics in a number of ways, any of which could have a material negative impact on our results of operations. The less we are able
to differentiate our services and solutions and/or clearly convey the value of our services and solutions, the more risk we have in winning new work in sufficient
volumes and at our target pricing and overall economics. In addition, the introduction of new services or products by competitors could reduce our ability to
obtain favorable pricing and impact our overall economics for the services or
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solutions we offer. Competitors may be willing, at times, to price contracts lower than us in an effort to enter the market or increase market share.
Our profitability could suffer if our cost-management strategies are unsuccessful, and we may not be able to improve our profitability to the degree we
have done in the past. Our ability to improve or maintain our profitability is dependent on our being able to successfully manage our costs. Our cost
management strategies include maintaining appropriate alignment between the demand for our services and solutions and our resource capacity. We have
also taken actions to reduce certain costs, and these initiatives include, without limitation, re-alignment of portions of our workforce to lower-cost locations and
the use of involuntary terminations as a means to keep our supply of skills and resources in balance. These actions and our other cost-management efforts
may not be successful, our efficiency may not be enhanced and we may not achieve desired levels of profitability. Because of the significant steps taken in the
past to manage costs, it may become increasingly difficult to continue to manage our cost structure to the same degree as in the past. If we are not effective in
managing our operating costs in response to changes in demand or pricing, or if we are unable to recover employee compensation increases through
improved pricing, automation or the movement of work to lower-cost locations, we may not be able to continue to invest in our business in an amount
necessary to achieve our planned rates of growth, we may not be able to reward our people in the manner we believe is necessary to attract or retain
personnel at desired levels, and our results of operations could be materially adversely affected.
If we do not accurately anticipate the cost, risk and complexity of performing our work or if third parties upon whom we rely do not meet their
commitments, then our contracts could have delivery inefficiencies and be less profitable than expected or unprofitable. Our contract profitability is highly
dependent on our forecasts regarding the effort and cost necessary to deliver our services and solutions, which are based on available data and could turn out
to be materially inaccurate. If we do not accurately estimate the effort, costs or timing for meeting our contractual commitments and/or completing
engagements to a client’s satisfaction, our contracts could yield lower profit margins than planned or be unprofitable. Similarly, if we experience unanticipated
delivery difficulties due to our management, the failure of third parties to meet their commitments or for any other reason, our contracts could yield lower profit
margins than planned or be unprofitable. In particular, large and complex arrangements often require that we utilize subcontractors or that our services and
solutions incorporate or coordinate with the software, systems or infrastructure requirements of other vendors and service providers, including companies with
which we have alliances. Our profitability depends on the ability of these subcontractors, vendors and service providers to deliver their products and services in
a timely manner and in accordance with the project requirements, as well as on our effective oversight of their performance. In some cases, these
subcontractors are small firms, and they might not have the resources or experience to successfully integrate their services or products with large-scale
engagements or enterprises. Some of this work involves new technologies, which may not work as intended or may take more effort to implement than initially
predicted. In addition, certain client work requires the use of unique and complex structures and alliances, some of which require us to assume responsibility
for the performance of third parties whom we do not control. Any of these factors could adversely affect our ability to perform and subject us to additional
liabilities, which could have a material adverse effect on our relationships with clients and on our results of operations.
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.
We are subject to taxes in numerous jurisdictions. We calculate and provide for taxes in each tax jurisdiction in which we operate. Tax accounting often
involves complex matters and requires our judgment to determine our worldwide provision for income taxes and other tax liabilities. We are subject to ongoing
audits, investigations and tax proceedings in various jurisdictions. Tax authorities have disagreed, and may in the future disagree, with our judgments, and are
taking increasingly aggressive positions opposing the judgments we make, including with respect to our intercompany transactions. We regularly assess the
likely outcomes of our audits, investigations and tax proceedings to determine the appropriateness of our tax liabilities. However, our judgments might not be
sustained as a result of these audits, investigations and tax proceedings, and the amounts ultimately paid could be materially different from the amounts
previously recorded.
In addition, our effective tax rate in the future could be adversely affected by challenges to our intercompany transactions, changes in the valuation of
deferred tax assets and liabilities and changes in tax laws or in their interpretation or enforcement, changes in the mix of earnings in countries with differing
statutory tax rates and the expiration of current tax benefits. Tax rates in the jurisdictions in which we operate may change materially as a result of shifting
economic conditions and tax policies. In addition, changes in tax laws, treaties or regulations, or their interpretation or enforcement, have become more
unpredictable and may become more stringent, which could materially adversely affect our tax position.
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The overall tax environment has made it increasingly challenging for multinational corporations to operate with certainty about taxation in many
jurisdictions. For example, the European Commission has been conducting investigations, focusing on whether local country tax rulings or tax legislation
provide preferential tax treatment that violates European Union state aid rules. In addition, the Organization for Economic Co-operation and Development,
which represents a coalition of member countries, is supporting changes to numerous long-standing tax principles through its base erosion and profit shifting
project, which is focused on a number of issues, including the shifting of profits among affiliated entities located in different tax jurisdictions. Furthermore, a
number of countries where we do business, including the United States and many countries in the European Union, are considering changes in relevant tax,
accounting and other laws, regulations and interpretations, including changes to tax laws applicable to multinational corporations. The increasingly complex
global tax environment could have a material adverse effect on our effective tax rate, results of operations, cash flows and financial condition.
Although we expect to be able to rely on the tax treaty between the United States and Ireland, legislative or diplomatic action could be taken, or the treaty
may be amended in such a way, that would prevent us from being able to rely on such treaty. Our inability to rely on the treaty would subject us to increased
taxation or significant additional expense. In addition, congressional proposals could change the definition of a U.S. person for U.S. federal income tax
purposes, which could also subject us to increased taxation. In addition, we could be materially adversely affected by future changes in tax law or policy (or in
their interpretation or enforcement) in Ireland or other jurisdictions where we operate, including their treaties with Ireland or the United States. These changes
could be exacerbated by economic, budget or other challenges facing Ireland or these other jurisdictions.
Our results of operations could be materially adversely affected by fluctuations in foreign currency exchange rates.
Although we report our results of operations in U.S. dollars, a majority of our net revenues is denominated in currencies other than the U.S. dollar.
Unfavorable fluctuations in foreign currency exchange rates have had an adverse effect, and could in the future have a material adverse effect, on our results
of operations.
Because our consolidated financial statements are presented in U.S. dollars, we must translate revenues, expenses and income, as well as assets and
liabilities, into U.S. dollars at exchange rates in effect during or at the end of each reporting period. Therefore, changes in the value of the U.S. dollar against
other currencies will affect our net revenues, operating income and the value of balance-sheet items, including intercompany payables and receivables,
originally denominated in other currencies. These changes cause our growth in consolidated earnings stated in U.S. dollars to be higher or lower than our
growth in local currency when compared against other periods. Our currency hedging programs, which are designed to partially offset the impact on
consolidated earnings related to the changes in value of certain balance sheet items, might not be successful. Additionally, some transactions and balances
may be denominated in currencies for which there is no available market to hedge.
As we continue to leverage our global delivery model, more of our expenses are incurred in currencies other than those in which we bill for the related
services. An increase in the value of certain currencies, such as the Indian rupee or Philippine peso, against the currencies in which our revenue is recorded
could increase costs for delivery of services at off-shore sites by increasing labor and other costs that are denominated in local currency. Our contractual
provisions or cost management efforts might not be able to offset their impact, and our currency hedging activities, which are designed to partially offset this
impact, might not be successful. This could result in a decrease in the profitability of our contracts that are utilizing delivery center resources. Conversely, a
decrease in the value of certain currencies, such as the Indian rupee or Philippine peso, against the currencies in which our revenue is recorded could place us
at a competitive disadvantage compared to service providers that benefit to a greater degree from such a decrease and can, as a result, deliver services at a
lower cost. In addition, our currency hedging activities are themselves subject to risk. These include risks related to counterparty performance under hedging
contracts, risks related to ineffective hedges and risks related to currency fluctuations. We also face risks that extreme economic conditions, political instability,
or hostilities or disasters of the type described below could impact or perhaps eliminate the underlying exposures that we are hedging. Such an event could
lead to losses being recognized on the currency hedges then in place that are not offset by anticipated changes in the underlying hedge exposure.
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of litigation and other legal proceedings are inherently uncertain, and adverse judgments or settlements in some or all of these legal disputes may result in
materially adverse monetary damages, penalties or injunctive relief against us. Any claims or litigation, even if fully indemnified or insured, could damage our
reputation and make it more difficult to compete effectively or to obtain adequate insurance in the future.
For example, we could be subject to significant legal liability and litigation expense if we fail to meet our contractual obligations, contribute to internal
control deficiencies of a client or otherwise breach obligations to third parties, including clients, alliance partners, employees and former employees, and other
parties with whom we conduct business, or if our subcontractors breach or dispute the terms of our agreements with them and impede our ability to meet our
obligations to our clients. We may enter into agreements with non-standard terms because we perceive an important economic opportunity or because our
personnel did not adequately follow our contracting guidelines. In addition, the contracting practices of competitors, along with the demands of increasingly
sophisticated clients, may cause contract terms and conditions that are unfavorable to us to become new standards in the marketplace. We may find ourselves
committed to providing services or solutions that we are unable to deliver or whose delivery will reduce our profitability or cause us financial loss. If we cannot
or do not meet our contractual obligations and if our potential liability is not adequately limited through the terms of our agreements, liability limitations are not
enforced or a third party alleges fraud or other wrongdoing to prevent us from relying upon those contractual protections, we might face significant legal liability
and litigation expense and our results of operations could be materially adversely affected. In addition, as we expand our services and solutions into new
areas, such as taking over the operation of certain portions of our clients’ businesses, which increasingly include the operation of functions and systems that
are critical to the core businesses of our clients, we may be exposed to additional operational, regulatory or other risks specific to these new areas, including
risks related to data security. A failure of a client’s system based on our services or solutions could also subject us to a claim for significant damages that could
materially adversely affect our results of operations.
While we maintain insurance for certain potential liabilities, such insurance does not cover all types and amounts of potential liabilities and is subject to
various exclusions as well as caps on amounts recoverable. Even if we believe a claim is covered by insurance, insurers may dispute our entitlement to
recovery for a variety of potential reasons, which may affect the timing and, if they prevail, the amount of our recovery.
Our work with government clients exposes us to additional risks inherent in the government contracting environment.
Our clients include national, provincial, state and local governmental entities. Our government work carries various risks inherent in the government
contracting process. These risks include, but are not limited to, the following:
• Government entities, particularly in the United States, often reserve the right to audit our contract costs and conduct inquiries and investigations of our
business practices and compliance with government contract requirements. U.S. government agencies, including the Defense Contract Audit Agency,
routinely audit our contract costs, including allocated indirect costs, for compliance with the Cost Accounting Standards and the Federal Acquisition
Regulation. These agencies also conduct reviews and investigations and make inquiries regarding our accounting and other systems in connection
with our performance and business practices with respect to our government contracts. Negative findings from existing and future audits,
investigations or inquiries could affect our future sales and profitability by preventing us, by operation of law or in practice, from receiving new
government contracts for some period of time. In addition, if the U.S. government concludes that certain costs are not reimbursable, have not been
properly determined or are based on outdated estimates of our work, then we will not be allowed to bill for such costs, may have to refund money that
has already been paid to us or could be required to retroactively and prospectively adjust previously agreed to billing or pricing rates for our work.
Negative findings from existing and future audits of our business systems, including our accounting system, may result in the U.S. government
preventing us from billing, at least temporarily, a percentage of our costs. As a result of prior negative findings in connection with audits, investigations
and inquiries, we have from time to time experienced some of the adverse consequences described above and may in the future experience further
adverse consequences, which could materially adversely affect our future results of operations.
• If a government client discovers improper or illegal activities in the course of audits or investigations, we may become subject to various civil and
criminal penalties, including those under the civil U.S. False Claims Act, and administrative sanctions, which may include termination of contracts,
forfeiture of profits, suspension of payments, fines and suspensions or debarment from doing business with other agencies of that government. The
inherent limitations of internal controls may not prevent or detect all improper or illegal activities.
• U.S. government contracting regulations impose strict compliance and disclosure obligations. Disclosure is required if certain company personnel
have knowledge of “credible evidence” of a violation of federal criminal laws involving fraud, conflict of interest, bribery or improper gratuity, a violation
of the civil U.S. False Claims
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Act or receipt of a significant overpayment from the government. Failure to make required disclosures could be a basis for suspension and/or
debarment from federal government contracting in addition to breach of the specific contract and could also impact contracting beyond the U.S.
federal level. Reported matters also could lead to audits or investigations and other civil, criminal or administrative sanctions.
• Government contracts are subject to heightened reputational and contractual risks compared to contracts with commercial clients. For example,
government contracts and the proceedings surrounding them are often subject to more extensive scrutiny and publicity. Negative publicity, including
an allegation of improper or illegal activity, regardless of its accuracy, may adversely affect our reputation.
• Terms and conditions of government contracts also tend to be more onerous and are often more difficult to negotiate. For example, these contracts
often contain high or unlimited liability for breaches and feature less favorable payment terms and sometimes require us to take on liability for the
performance of third parties.
• Government entities typically fund projects through appropriated monies. While these projects are often planned and executed as multi-year projects,
government entities usually reserve the right to change the scope of or terminate these projects for lack of approved funding and/or at their
convenience. Changes in government or political developments, including budget deficits, shortfalls or uncertainties, government spending reductions
or other debt constraints could result in our projects being reduced in price or scope or terminated altogether, which also could limit our recovery of
incurred costs, reimbursable expenses and profits on work completed prior to the termination. Furthermore, if insufficient funding is appropriated to the
government entity to cover termination costs, we may not be able to fully recover our investments.
• Political and economic factors such as pending elections, the outcome of recent elections, changes in leadership among key executive or legislative
decision makers, revisions to governmental tax or other policies and reduced tax revenues can affect the number and terms of new government
contracts signed or the speed at which new contracts are signed, decrease future levels of spending and authorizations for programs that we bid, shift
spending priorities to programs in areas for which we do not provide services and/or lead to changes in enforcement or how compliance with relevant
rules or laws is assessed.
• Legislative and executive proposals remain under consideration or could be proposed in the future, which, if enacted, could limit or even prohibit our
eligibility to be awarded state or federal government contracts in the United States in the future or could include requirements that would otherwise
affect our results of operations. Various U.S. federal and state legislative proposals have been introduced and/or enacted in recent years that deny
government contracts to certain U.S. companies that reincorporate or have reincorporated outside the United States. While Accenture was not a U.S.
company that reincorporated outside the United States, it is possible that these contract bans and other legislative proposals could be applied in a way
that negatively affects Accenture.
The occurrences or conditions described above could affect not only our business with the particular government entities involved, but also our business
with other entities of the same or other governmental bodies or with certain commercial clients, and could have a material adverse effect on our business or
our results of operations.
We might not be successful at identifying, acquiring, investing in or integrating businesses, entering into joint ventures or divesting businesses.
We expect to continue pursuing strategic and targeted acquisitions, investments and joint ventures to enhance or add to our skills and capabilities or
offerings of services and solutions, or to enable us to expand in certain geographic and other markets. Depending on the opportunities available, we may
increase the amount of capital invested in such opportunities. We may not successfully identify suitable investment opportunities. We also might not succeed in
completing targeted transactions or achieve desired results of operations.
Furthermore, we face risks in successfully integrating any businesses we might acquire or create through a joint venture. Ongoing business may be
disrupted, and our management’s attention may be diverted by acquisition, investment, transition or integration activities. In addition, we might need to
dedicate additional management and other resources, and our organizational structure could make it difficult for us to efficiently integrate acquired businesses
into our ongoing operations and assimilate and retain employees of those businesses into our culture and operations. The potential loss of key executives,
employees, customers, suppliers, vendors and other business partners of businesses we acquire may adversely impact the value of the assets, operations or
businesses. Furthermore, acquisitions or joint ventures may result in significant costs and expenses, including those related to retention payments, equity
compensation, severance pay, early retirement costs, intangible asset amortization and asset impairment charges, assumed litigation and other liabilities, and
legal, accounting and financial advisory fees, which could negatively affect our profitability. We may have difficulties as a result of entering into new markets
where we have limited or no direct prior experience or where competitors may have stronger market positions.
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We might fail to realize the expected benefits or strategic objectives of any acquisition, investment or joint venture we undertake. We might not achieve
our expected return on investment or may lose money. We may be adversely impacted by liabilities that we assume from a company we acquire or in which we
invest, including from that company’s known and unknown obligations, intellectual property or other assets, terminated employees, current or former clients or
other third parties. In addition, we may fail to identify or adequately assess the magnitude of certain liabilities, shortcomings or other circumstances prior to
acquiring, investing in or partnering with a company, including potential exposure to regulatory sanctions or liabilities resulting from an acquisition target’s
previous activities, internal controls and security environment. If any of these circumstances occurs, they could result in unexpected legal or regulatory
exposure, unfavorable accounting treatment, unexpected increases in taxes or other adverse effects on our business. In addition, we have a lesser degree of
control over the business operations of the joint ventures and businesses in which we have made minority investments or in which we have acquired less than
100%. This lesser degree of control may expose us to additional reputational, financial, legal, compliance or operational risks. Litigation, indemnification claims
and other unforeseen claims and liabilities may arise from the acquisition or operation of acquired businesses. For example, we may face litigation or other
claims as a result of certain terms and conditions of the acquisition agreement, such as earnout payments or closing net asset adjustments. Alternatively,
shareholder litigation may arise as a result of proposed acquisitions. If we are unable to complete the number and kind of investments for which we plan, or if
we are inefficient or unsuccessful at integrating any acquired businesses into our operations, we may not be able to achieve our planned rates of growth or
improve our market share, profitability or competitive position in specific markets or services.
We periodically evaluate, and have engaged in, the disposition of assets and businesses. Divestitures could involve difficulties in the separation of
operations, services, products and personnel, the diversion of management’s attention, the disruption of our business and the potential loss of key employees.
After reaching an agreement with a buyer for the disposition of a business, the transaction may be subject to the satisfaction of pre-closing conditions,
including obtaining necessary regulatory and government approvals, which, if not satisfied or obtained, may prevent us from completing the transaction.
Divestitures may also involve continued financial involvement in or liability with respect to the divested assets and businesses, such as indemnities or other
financial obligations, in which the performance of the divested assets or businesses could impact our results of operations. Any divestiture we undertake could
adversely affect our results of operations.
Our global delivery capability is concentrated in India and the Philippines, which may expose us to operational risks.
Our business model is dependent on our global delivery capability, which includes Accenture personnel based at more than 50 delivery centers around
the world. While these delivery centers are located throughout the world, we have based large portions of our delivery capability in India, where we have the
largest number of people located in our delivery centers, and the Philippines, where we have the second largest number of people located. Concentrating our
global delivery capability in these locations presents a number of operational risks, many of which are beyond our control. For example, natural disasters of the
type described below, some of which India and the Philippines have experienced and other countries may experience, could impair the ability of our people to
safely travel to and work in our facilities and disrupt our ability to perform work through our delivery centers. Additionally, both India and the Philippines have
experienced, and other countries may experience, political instability, worker strikes, civil unrest and hostilities with neighboring countries. Military activity or
civil hostilities in the future, as well as terrorist activities and other conditions, which are described more fully below, could significantly disrupt our ability to
perform work through our delivery centers. Our business continuity and disaster recovery plans may not be effective, particularly if catastrophic events occur. If
any of these circumstances occurs, we have a greater risk that interruptions in communications with our clients and other Accenture locations and personnel,
and any down-time in important processes we operate for clients, could result in a material adverse effect on our results of operations and our reputation in the
marketplace.
As a result of our geographically diverse operations and our growth strategy to continue geographic expansion, we are more susceptible to certain
risks.
We have offices and operations in more than 200 cities in 53 countries around the world. One aspect of our growth strategy is to continue to expand in
key markets around the world. Our growth strategy might not be successful. If we are unable to manage the risks of our global operations and geographic
expansion strategy, including international hostilities, terrorist activities, natural disasters and security breaches, failure to maintain compliance with our clients’
control requirements and multiple legal and regulatory systems, our results of operations and ability to grow could be materially adversely affected. In addition,
emerging markets generally involve greater financial and operational risks, such as those described below, than our more mature markets. Negative or
uncertain political climates in countries or geographies where we operate could also adversely affect us.
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International hostilities, terrorist activities, natural disasters, pandemics and infrastructure disruptions could prevent us from effectively serving our clients
and thus adversely affect our results of operations. Acts of terrorist violence; political unrest; regional and international hostilities and international responses
to these hostilities; natural disasters, volcanic eruptions, sea level rise, floods, droughts and the increasing frequency and severity of adverse weather
conditions; health emergencies or pandemics or the threat of or perceived potential for these events; and other acts of god could have a negative impact on us.
These events could adversely affect our clients’ levels of business activity and precipitate sudden and significant changes in regional and global economic
conditions and cycles. These events also pose significant risks to our people and to physical facilities and operations around the world, whether the facilities
are ours or those of our alliance partners or clients. By disrupting communications and travel and increasing the difficulty of obtaining and retaining highly
skilled and qualified personnel, these events could make it difficult or impossible for us to deliver our services and solutions to our clients. Extended disruptions
of electricity, other public utilities or network services at our facilities, as well as physical infrastructure damage to, system failures at, cyberattacks on, or
security breaches in, our facilities or systems, could also adversely affect our ability to conduct our business and serve our clients. We might be unable to
protect our people, facilities and systems against all such occurrences. We generally do not have insurance for losses and interruptions caused by terrorist
attacks, conflicts and wars. If these disruptions prevent us from effectively serving our clients, our results of operations could be adversely affected.
We could be subject to strict restrictions on the movement of cash and the exchange of foreign currencies. In some countries, we could be subject to
strict restrictions on the movement of cash and the exchange of foreign currencies, which would limit our ability to use this cash across our global operations
and expose us to more extreme currency fluctuations. This risk could increase as we continue our geographic expansion in key markets around the world,
which include emerging markets that are more likely to impose these restrictions than more established markets.
Our global operations expose us to numerous and sometimes conflicting legal and regulatory requirements, and violation of these regulations could harm
our business. We are subject to numerous, and sometimes conflicting, legal regimes on matters as diverse as anticorruption, import/export controls, content
requirements, trade restrictions, tariffs, taxation, sanctions, immigration, internal and disclosure control obligations, securities regulation, anti-competition, anti-
money-laundering, data privacy and protection, government compliance, wage-and-hour standards, and employment and labor relations. The global nature of
our operations, including emerging markets where legal systems may be less developed or understood by us, and the diverse nature of our operations across
a number of regulated industries, further increase the difficulty of compliance. Compliance with diverse legal requirements is costly, time-consuming and
requires significant resources. Violations of one or more of these regulations in the conduct of our business could result in significant fines, enforcement
actions or criminal sanctions against us and/or our employees, prohibitions on doing business and damage to our reputation. Violations of these regulations in
connection with the performance of our obligations to our clients also could result in liability for significant monetary damages, fines, enforcement actions
and/or criminal prosecution or sanctions, unfavorable publicity and other reputational damage and restrictions on our ability to effectively carry out our
contractual obligations and thereby expose us to potential claims from our clients. Due to the varying degrees of development of the legal systems of the
countries in which we operate, local laws may not be well developed or provide sufficiently clear guidance and may be insufficient to protect our rights.
In particular, in many parts of the world, including countries in which we operate and/or seek to expand, practices in the local business community might
not conform to international business standards and could violate anticorruption laws, or regulations, including the U.S. Foreign Corrupt Practices Act and the
UK Bribery Act 2010. Our employees, subcontractors, vendors, agents, alliance or joint venture partners, the companies we acquire and their employees,
subcontractors, vendors and agents, and other third parties with which we associate, could take actions that violate policies or procedures designed to promote
legal and regulatory compliance or applicable anticorruption laws or regulations. Violations of these laws or regulations by us, our employees or any of these
third parties could subject us to criminal or civil enforcement actions (whether or not we participated or knew about the actions leading to the violations),
including fines or penalties, disgorgement of profits and suspension or disqualification from work, including U.S. federal contracting, any of which could
materially adversely affect our business, including our results of operations and our reputation.
Changes in laws and regulations could also mandate significant and costly changes to the way we implement our services and solutions or could impose
additional taxes on our services and solutions. For example, changes in laws and regulations to limit using off-shore resources in connection with our work or
to penalize companies that use off-shore resources, which have been proposed from time to time in various jurisdictions, could adversely affect our results of
operations. Such changes may result in contracts being terminated or work being transferred on-shore, resulting in greater costs to us. In addition, these
changes could have a negative impact on our ability to obtain future work from government clients.
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Adverse changes to our relationships with key alliance partners or in the business of our key alliance partners could adversely affect our results of
operations.
We have alliances with companies whose capabilities complement our own. A very significant portion of our services and solutions are based on
technology or software provided by a few major providers that are our alliance partners. See “Business—Alliances.” The priorities and objectives of our alliance
partners may differ from ours. As most of our alliance relationships are non-exclusive, our alliance partners are not prohibited from competing with us or
forming closer or preferred arrangements with our competitors. One or more of our key alliance partners may be acquired by a competitor, or key alliance
partners might merge with each other, either of which could reduce our access over time to the technology or software provided by those partners. In addition,
our alliance partners could experience reduced demand for their technology or software, including, for example, in response to changes in technology, which
could lessen related demand for our services and solutions. Many of our alliance partners are also large clients, and some are suppliers of technology to
Accenture. Our performance in delivering client work, and decisions that Accenture makes in choosing suppliers, may negatively impact our alliance
relationships. If we do not obtain the expected benefits from our alliance relationships for any reason, we may be less competitive, our ability to offer attractive
solutions to our clients may be negatively affected, and our results of operations could be adversely affected.
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 success depends, in part, upon our ability to obtain intellectual property protection for our proprietary methodologies, processes, software and other
solutions. Existing laws of the various countries in which we provide services or solutions may offer only limited intellectual property protection of our services
or solutions, and the protection in some countries may be very limited. We rely upon a combination of confidentiality policies, nondisclosure and other
contractual arrangements, and patent, trade secret, copyright and trademark laws to protect our intellectual property rights. These laws are subject to change
at any time and could further limit our ability to obtain or maintain intellectual property protection. There is uncertainty concerning the scope of patent and other
intellectual property protection for software and business methods, which are fields in which we rely on intellectual property laws to protect our rights. Our
intellectual property rights may not prevent competitors from reverse engineering our solutions or proprietary methodologies and processes or independently
developing products and services similar to or duplicative of ours. Further, the steps we take in this regard might not be adequate to prevent or deter
infringement or other misappropriation of our intellectual property by competitors, former employees or other third parties, and we might not be able to detect
unauthorized use of, or take appropriate and timely steps to enforce, our intellectual property rights. Enforcing our rights might also require considerable time,
money and oversight, and we may not be successful in enforcing our rights.
In addition, we cannot be sure that our services and solutions, including, for example, our software solutions, or the solutions of others that we offer to our
clients, do not infringe on the intellectual property rights of third parties, and these third parties could claim that we or our clients are infringing upon their
intellectual property rights. These claims could harm our reputation, cause us to incur substantial costs or prevent us from offering some services or solutions
in the future. Any related proceedings could require us to expend significant resources over an extended period of time. In most of our contracts, we agree to
indemnify our clients for expenses and liabilities resulting from claimed infringements of the intellectual property rights of third parties. In some instances, the
amount of these indemnities could be greater than the revenues we receive from the client. Any claims or litigation in this area could be time-consuming and
costly, damage our reputation and/or require us to incur additional costs to obtain the right to continue to offer a service or solution to our clients. If we cannot
secure this right at all or on reasonable terms, or we are unable to implement in a cost-effective manner alternative technology, our results of operations could
be materially adversely affected. The risk of infringement claims against us may increase as we expand our industry software solutions and continue to
develop and license our software to multiple clients. Additionally, individuals and firms have purchased intellectual property assets in order to assert claims of
infringement against technology providers and customers that use such technology. Any infringement action brought against us or our clients could be costly to
defend or lead to an expensive settlement or judgment against us.
Further, we rely on third-party software in providing some of our services and solutions. If we lose our ability to continue using any such software for any
reason, including because it is found to infringe the rights of others, we will need to obtain substitute software or seek alternative means of obtaining the
technology necessary to continue to provide such services and solutions. Our inability to replace such software, or to replace such software in a timely or cost-
effective manner, could materially adversely affect our results of operations.
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Our ability to attract and retain business and employees may depend on our reputation in the marketplace.
We believe the Accenture brand name and our reputation are important corporate assets that help distinguish our services and solutions from those of
competitors and also contribute to our efforts to recruit and retain talented employees. However, our corporate reputation is potentially susceptible to material
damage by events such as disputes with clients, cybersecurity breaches or service outages, internal control deficiencies, delivery failures, compliance
violations, government investigations or legal proceedings. Similarly, our reputation could be damaged by actions or statements of current or former clients,
directors, employees, competitors, vendors, alliance partners, joint venture partners, adversaries in legal proceedings, legislators or government regulators, as
well as members of the investment community or the media, including social media influencers. There is a risk that negative or inaccurate information about
Accenture, even if based on rumor or misunderstanding, could adversely affect our business. Damage to our reputation could be difficult, expensive and time-
consuming to repair, could make potential or existing clients reluctant to select us for new engagements, resulting in a loss of business, and could adversely
affect our recruitment and retention efforts. Damage to our reputation could also reduce the value and effectiveness of the Accenture brand name and could
reduce investor confidence in us, materially adversely affecting our share price.
If we are unable to manage the organizational challenges associated with our size, we might be unable to achieve our business objectives.
As of August 31, 2017, we had approximately 425,000 employees worldwide. Our size and scale present significant management and organizational
challenges. It might become increasingly difficult to maintain effective standards across a large enterprise and effectively institutionalize our knowledge. It
might also become more difficult to maintain our culture, effectively manage and monitor our personnel and operations and effectively communicate our core
values, policies and procedures, strategies and goals, particularly given our world-wide operations. The size and scope of our operations increase the
possibility that we will have employees who engage in unlawful or fraudulent activity, or otherwise expose us to unacceptable business risks, despite our efforts
to train them and maintain internal controls to prevent such instances. For example, employee misconduct could involve the improper use of our clients’
sensitive or confidential information or the failure to comply with legislation or regulations regarding the protection of sensitive or confidential information.
Furthermore, the inappropriate use of social networking sites by our employees could result in breaches of confidentiality, unauthorized disclosure of non-
public company information or damage to our reputation. If we do not continue to develop and implement the right processes and tools to manage our
enterprise and instill our culture and core values into all of our employees, our ability to compete successfully and achieve our business objectives could be
impaired. In addition, from time to time, we have made, and may continue to make, changes to our operating model, including how we are organized, as the
needs and size of our business change, and if we do not successfully implement the changes, our business and results of operation may be negatively
impacted.
We make estimates and assumptions in connection with the preparation of our consolidated financial statements, and any changes to those
estimates and assumptions could adversely affect our financial results.
Our financial statements have been prepared in accordance with U.S. generally accepted accounting principles. The application of generally accepted
accounting principles requires us to make estimates and assumptions about certain items and future events that affect our reported financial condition, and our
accompanying disclosure with respect to, among other things, revenue recognition and income taxes. We base our estimates on historical experience,
contractual commitments and on various other assumptions that we believe to be reasonable under the circumstances and at the time they are made. These
estimates and assumptions involve the use of judgment and are subject to significant uncertainties, some of which are beyond our control. If our estimates, or
the assumptions underlying such estimates, are not correct, actual results may differ materially from our estimates, and we may need to, among other things,
adjust revenues or accrue additional charges that could adversely affect our results of operations.
Many of our contracts include payments that link some of our fees to the attainment of performance or business targets and/or require us to meet
specific service levels. This could increase the variability of our revenues and impact our margins.
Many of our contracts include clauses that tie our compensation to the achievement of agreed-upon performance standards or milestones. If we fail to
satisfy these measures, it could significantly reduce or eliminate our fees under the contracts, increase the cost to us of meeting performance standards or
milestones, delay expected payments or subject us to potential damage claims under the contract terms. Clients also often have the right to terminate a
contract and pursue damage claims under the contract for serious or repeated failure to meet these service commitments. We also have a number of contracts
in which a portion of our compensation depends on performance measures such as cost-savings, revenue enhancement, benefits produced, business goals
attained and adherence to schedule. These goals can be complex and may depend on our clients’ actual levels of business activity or may be based on
assumptions
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that are later determined not to be achievable or accurate. These provisions could increase the variability in revenues and margins earned on those contracts.
Our results of operations and share price could be adversely affected if we are unable to maintain effective internal controls.
The accuracy of our financial reporting is dependent on the effectiveness of our internal controls. We are required to provide a report from management
to our shareholders on our internal control over financial reporting that includes an assessment of the effectiveness of these controls. Internal control over
financial reporting has inherent limitations, including human error, the possibility that controls could be circumvented or become inadequate because of
changed conditions, and fraud. Because of these inherent limitations, internal control over financial reporting might not prevent or detect all misstatements or
fraud. If we cannot maintain and execute adequate internal control over financial reporting or implement required new or improved controls that provide
reasonable assurance of the reliability of the financial reporting and preparation of our financial statements for external use, we could suffer harm to our
reputation, incur incremental compliance costs, fail to meet our public reporting requirements on a timely basis, be unable to properly report on our business
and our results of operations, or be required to restate our financial statements, and our results of operations, our share price and our ability to obtain new
business could be materially adversely affected.
We might be unable to access additional capital on favorable terms or at all. If we raise equity capital, it may dilute our shareholders’ ownership
interest in us.
We might choose to raise additional funds through public or private debt or equity financings in order to:
• take advantage of opportunities, including more rapid expansion;
• acquire other businesses or assets;
• repurchase shares from our shareholders;
• develop new services and solutions; or
• respond to competitive pressures.
Any additional capital raised through the sale of equity could dilute shareholders’ ownership percentage in us. Furthermore, any additional financing we need
might not be available on terms favorable to us, or at all.
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.
We are organized under the laws of Ireland, and a significant portion of our assets is located outside the United States. A shareholder who obtains a
court judgment based on the civil liability provisions of U.S. federal or state securities laws may be unable to enforce the judgment against us in Ireland or in
countries other than the United States where we have assets. In addition, there is some doubt as to whether the courts of Ireland and other countries would
recognize or enforce judgments of U.S. courts obtained against us or our directors or officers based on the civil liabilities provisions of the federal or state
securities laws of the United States or would hear actions against us or those persons based on those laws. We have been advised that the United States and
Ireland do not currently have a treaty providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. The laws of Ireland
do, however, as a general rule, provide that the judgments of the courts of the United States have the same validity in Ireland as if rendered by Irish Courts.
Certain important requirements must be satisfied before the Irish Courts will recognize a U.S. judgment. The originating court must have been a court of
competent jurisdiction, the judgment must be final and conclusive and the judgment may not be recognized if it was obtained by fraud or its recognition would
be contrary to Irish public policy. Any judgment obtained in contravention of the rules of natural justice or that is irreconcilable with an earlier foreign judgment
would not be enforced in Ireland. Similarly, judgments might not be enforceable in countries other than the United States where we have assets.
Some companies that conduct substantial business in the United States but which have a parent domiciled in certain other jurisdictions have been
criticized as improperly avoiding U.S. taxes or creating an unfair competitive advantage over other U.S. companies. Accenture never conducted business
under a U.S. parent company and pays U.S. taxes on all of its U.S. operations. Nonetheless, we could be subject to criticism in connection with our
incorporation in Ireland.
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Irish law differs from the laws in effect in the United States and might afford less protection to shareholders.
Our shareholders could have more difficulty protecting their interests than would shareholders of a corporation incorporated in a jurisdiction of the United
States. As an Irish company, we are governed by the Companies Act. The Companies Act differs in some significant, and possibly material, respects from laws
applicable to U.S. corporations and shareholders under various state corporation laws, including the provisions relating to interested directors, mergers and
acquisitions, takeovers, shareholder lawsuits and indemnification of directors.
Under Irish law, the duties of directors and officers of a company are generally owed to the company only. Shareholders of Irish companies do not
generally have rights to take action against directors or officers of the company under Irish law, and may only do so in limited circumstances. Directors of an
Irish company must, in exercising their powers and performing their duties, act with due care and skill, honestly and in good faith with a view to the best
interests of the company. Directors have a duty not to put themselves in a position in which their duties to the company and their personal interests might
conflict and also are under a duty to disclose any personal interest in any contract or arrangement with the company or any of its subsidiaries. If a director or
officer of an Irish company is found to have breached his duties to that company, he could be held personally liable to the company in respect of that breach of
duty.
Under Irish law, we must have authority from our shareholders to issue any shares, including shares that are part of the company’s authorized but
unissued share capital. In addition, unless otherwise authorized by its shareholders, when an Irish company issues shares for cash to new shareholders, it is
required first to offer those shares on the same or more favorable terms to existing shareholders on a pro-rata basis. If we are unable to obtain these
authorizations from our shareholders, or are otherwise limited by the terms of our authorizations, our ability to issue shares under our equity compensation
plans and, if applicable, to facilitate funding acquisitions or otherwise raise capital could be adversely affected.
ITEM 2. PROPERTIES
We have major offices in the world’s leading business centers, including Boston, Chicago, New York, San Francisco, Dublin, Frankfurt, London, Madrid,
Milan, Paris, Rome, Bangalore, Beijing, Manila, Mumbai, Sao Paolo, Shanghai, Singapore, Sydney and Tokyo, among others. In total, we have offices and
operations in more than 200 cities in 53 countries around the world. We do not own any material real property. Substantially all of our office space is leased
under long-term leases with varying expiration dates. We believe that our facilities are adequate to meet our needs in the near future.
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Technology operating group from July 2001 to September 2006 and as our finance director—Resources operating group from 1998 to July 2001. Mr. Clark has
been with Accenture for 34 years.
Johan (Jo) G. Deblaere , 55, became our chief operating officer in September 2009 and has also served as our chief executive—Europe since January
2014. From September 2006 to September 2009, Mr. Deblaere served as our chief operating officer—Outsourcing. Prior to that, from September 2005 to
September 2006, he led our global network of business process outsourcing delivery centers. From September 2000 to September 2005, he had overall
responsibility for work with public-sector clients in Western Europe. Mr. Deblaere has been with Accenture for 32 years.
Chad T. Jerdee , 50, became our general counsel and chief compliance officer in June 2015. From August 2010 to June 2015, Mr. Jerdee served as
deputy general counsel—Sales & Delivery. Previously, he served as legal lead for the outsourcing sales legal team as well as for Accenture’s growth platforms.
Mr. Jerdee has been with Accenture for 20 years.
Daniel T. London , 53, became our group chief executive—Health & Public Service operating group in June 2014. From 2009 to June 2014, Mr. London
was senior managing director for Health & Public Service in North America. Previously, he served as managing director of Accenture’s Finance & Performance
Management global service line. Mr. London has been with Accenture for 31 years.
Richard A. Lumb , 56, became our group chief executive—Financial Services operating group in December 2010. From June 2006 to December 2010,
Mr. Lumb led our Financial Services operating group in Europe, Africa, the Middle East and Latin America. He also served as our managing director of
business and market development—Financial Services operating group from September 2005 to June 2006. Mr. Lumb has been with Accenture for 32 years.
Pierre Nanterme , 58, became chairman of the Board of Directors in February 2013 and has served as our chief executive officer since January 2011.
Mr. Nanterme was our group chief executive—Financial Services operating group from September 2007 to December 2010. Prior to assuming this role,
Mr. Nanterme held various leadership roles throughout the Company, including serving as our chief leadership officer from May 2006 through September 2007
and our country managing director for France from November 2005 to September 2007. Mr. Nanterme has been a director since October 2010 and has been
with Accenture for 34 years. In addition to serving on Accenture plc’s board of directors, Mr. Nanterme serves on the board of its subsidiary Accenture Holdings
plc.
Jean-Marc Ollagnier , 55, became our group chief executive—Resources operating group in March 2011. From September 2006 to March 2011,
Mr. Ollagnier led our Resources operating group in Europe, Latin America, the Middle East and Africa. Previously, he served as our global managing director—
Financial Services Solutions group and as our geographic unit managing director—Gallia. Mr. Ollagnier has been with Accenture for 31 years.
David P. Rowland , 56, became our chief financial officer in July 2013. From October 2006 to July 2013, he was our senior vice president—Finance.
Previously, Mr. Rowland was our managing director—Finance Operations from July 2001 to October 2006. Prior to assuming that role, he served as our
finance director—Communications, Media & Technology operating group and as our finance director—Products operating group. Mr. Rowland has been with
Accenture for 34 years.
Robert E. Sell , 55, became our group chief executive—Communications, Media & Technology operating group in March 2012. From September 2007 to
March 2012, Mr. Sell led our Communications, Media & Technology operating group in North America. Prior to assuming that role, he served in a variety of
leadership roles throughout Accenture, serving clients in a number of industries. Mr. Sell has been with Accenture for 33 years.
Ellyn J. Shook , 54, became our chief leadership officer in December 2015 and has also served as our chief human resources officer since March 2014.
From 2012 to March 2014, Ms. Shook was our senior managing director—Human Resources and head of Accenture’s Human Resources Centers of
Expertise. From 2004 to 2011, she served as the global human resources lead for career management, performance management, total rewards, employee
engagement and mergers and acquisitions. Ms. Shook has been with Accenture for 29 years.
Julie Spellman Sweet , 50, became our chief executive officer—North America in June 2015. From March 2010 to June 2015, she served as our
general counsel, secretary and chief compliance officer. Prior to joining Accenture, Ms. Sweet was, for 10 years, a partner in the Corporate department of the
law firm of Cravath, Swaine & Moore LLP, which she joined as an associate in 1992. Ms. Sweet has been with Accenture for 7 years.
Alexander M. van ’t Noordende , 54, became our group chief executive—Products operating group in January 2014. From March 2011 to January
2014, he served as our group chief executive—Management Consulting. Mr. van ’t Noordende was our group chief executive—Resources operating group
from September 2006 to March 2011. Prior to assuming that role, he led our Resources operating group in Southern Europe, Africa, the Middle East and Latin
America, and served as managing partner of the Resources operating group in France, Belgium and the Netherlands.
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From 2001 until September 2006, he served as our country managing director for the Netherlands. Mr. van ’t Noordende has been with Accenture for 30 years.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
Price Range of Accenture plc Class A Ordinary Shares
Accenture plc Class A ordinary shares are traded on the New York Stock Exchange under the symbol “ACN.” The New York Stock Exchange is the
principal United States market for these shares.
The following table sets forth, on a per share basis for the periods indicated, the high and low sale prices for Accenture plc Class A ordinary shares as
reported by the New York Stock Exchange.
Price Range
High Low
Fiscal 2016
First Quarter $ 109.86 $ 91.68
Second Quarter $ 109.65 $ 91.40
Third Quarter $ 119.72 $ 101.00
Fourth Quarter $ 120.78 $ 108.66
Fiscal 2017
First Quarter $ 124.96 $ 108.83
Second Quarter $ 125.72 $ 112.31
Third Quarter $ 126.53 $ 114.82
Fourth Quarter $ 130.92 $ 119.10
Fiscal 2018
First Quarter (through October 12, 2017) $ 139.65 $ 129.10
The closing sale price of an Accenture plc Class A ordinary share as reported by the New York Stock Exchange consolidated tape as of October 12, 2017
was $139.20 . As of October 12, 2017 , there were 286 holders of record of Accenture plc Class A ordinary shares.
There is no trading market for Accenture plc Class X ordinary shares. As of October 12, 2017 , there were 583 holders of record of Accenture plc Class X
ordinary shares.
To ensure that members of Accenture Leadership continue to maintain equity ownership levels that we consider meaningful, we require current members
of Accenture Leadership to comply with the Accenture Equity Ownership Requirement Policy. This policy requires members of Accenture Leadership to own
Accenture equity valued at a multiple (ranging from 1 / 2 to 6) of their base compensation determined by their position level.
Dividend Policy
On November 13, 2015 , May 13, 2016 , November 15, 2016 and May 15, 2017 , Accenture plc paid a semi-annual cash dividend of $1.10 , $1.10 , $1.21
and $1.21 per share, respectively, on our Class A ordinary shares, and Accenture Holdings plc paid a semi-annual cash dividend of $1.10 , $1.10 , $1.21 and
$1.21 per share, respectively, on its ordinary shares.
Future dividends on Accenture plc Class A ordinary shares and Accenture Holdings plc ordinary shares, if any, and the timing of declaration of any such
dividends, will be at the discretion of the Board of Directors of Accenture plc and will depend on, among other things, our results of operations, cash
requirements and surplus, financial condition, contractual restrictions and other factors that the Board of Directors of Accenture plc may deem relevant, as well
as our ability to pay dividends in compliance with the Companies Act.
In certain circumstances, as an Irish tax resident company, we may be required to deduct Irish dividend withholding tax (“DWT”) (currently at the rate of
20%) from dividends paid to our shareholders. Shareholders resident in “relevant territories” (including countries that are European Union member states
(other than Ireland), the United States and other countries with which Ireland has a tax treaty) may be exempted from Irish DWT. However, shareholders
residing in other countries will generally be subject to Irish DWT.
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Total Number of
Shares Purchased as Approximate Dollar Value
Total Number of Average Part of Publicly of Shares that May Yet Be
Shares Price Paid Announced Plans or Purchased Under the Plans or
Period Purchased per Share (1) Programs (2) Programs (3)
(in millions of U.S. dollars)
June 1, 2017 — June 30, 2017
Class A ordinary shares 1,358,995 $ 125.06 1,342,100 $ 3,528
Class X ordinary shares 4,975 $ 0.0000225 — —
July 1, 2017 — July 31, 2017
Class A ordinary shares 1,871,074 $ 126.69 1,422,111 $ 3,337
Class X ordinary shares 103,285 $ 0.0000225 — —
August 1, 2017 — August 31, 2017
Class A ordinary shares 1,729,773 $ 129.14 1,601,079 $ 3,119
Class X ordinary shares 155,053 $ 0.0000225 — —
Total
Class A ordinary shares (4) 4,959,842 $ 127.10 4,365,290
Class X ordinary shares (5) 263,313 $ 0.0000225 —
_______________
(1) Average price paid per share reflects the total cash outlay for the period, divided by the number of shares acquired, including those acquired by
purchase or redemption for cash and any acquired by means of employee forfeiture.
(2) Since August 2001 , the Board of Directors of Accenture plc has authorized and periodically confirmed a publicly announced open-market share
purchase program for acquiring Accenture plc Class A ordinary shares. During the fourth quarter of fiscal 2017 , we purchased 4,365,290 Accenture
plc Class A ordinary shares under this program for an aggregate price of $555 million . The open-market purchase program does not have an
expiration date.
(3) As of August 31, 2017 , our aggregate available authorization for share purchases and redemptions was $3,119 million , which management has the
discretion to use for either our publicly announced open-market share purchase program or our other share purchase programs. Since August 2001
and as of August 31, 2017 , the Board of Directors of Accenture plc has authorized an aggregate of $30,100 million for purchases and redemptions of
Accenture plc Class A ordinary shares, Accenture Holdings plc ordinary shares or Accenture Canada Holdings Inc. exchangeable shares.
(4) During the fourth quarter of fiscal 2017 , Accenture purchased 594,552 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 our other share purchase programs.
(5) Accenture plc Class X ordinary shares are redeemable at their par value of $0.0000225 per share.
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Purchases and Redemptions of Accenture Holdings plc Ordinary Shares and Accenture Canada Holdings Inc. Exchangeable Shares
The following table provides additional information relating to our purchases and redemptions of Accenture Holdings plc ordinary shares and Accenture
Canada Holdings Inc. exchangeable shares for cash during the fourth quarter of fiscal 2017 . We believe that the following table and footnotes provide useful
information regarding the share purchase and redemption activity of Accenture. Generally, purchases and redemptions of Accenture Holdings plc ordinary
shares and Accenture Canada Holdings Inc. exchangeable shares for cash and employee forfeitures reduce shares outstanding for purposes of computing
diluted earnings per share.
Total Number of
Shares Purchased as Approximate Dollar Value of
Total Number of Average Part of Publicly Shares that May Yet Be Purchased
Shares Price Paid Announced Plans or Under the Plans
Period Purchased (1) per Share (2) Programs or Programs (3)
Accenture Holdings plc
June 1, 2017 — June 30, 2017 35,652 $ 123.06 — —
July 1, 2017 — July 31, 2017 86,970 $ 126.34 — —
August 1, 2017 — August 31, 2017 85,833 $ 129.22 — —
Total 208,455 $ 126.96 — —
Accenture Canada Holdings Inc.
June 1, 2017 — June 30, 2017 — $ — — —
July 1, 2017 — July 31, 2017 — $ — — —
August 1, 2017 — August 31, 2017 — $ — — —
Total — $ — — —
_______________
(1) During the fourth quarter of fiscal 2017 , we acquired a total of 208,455 Accenture Holdings plc ordinary shares from current and former members of
Accenture Leadership and their permitted transferees by means of purchase or redemption for cash, or employee forfeiture, as applicable. In addition,
during the fourth quarter of fiscal 2017 , we issued 131,605 Accenture plc Class A ordinary shares upon redemptions of an equivalent number of
Accenture Holdings plc ordinary shares pursuant to a registration statement.
(2) Average price paid per share reflects the total cash outlay for the period, divided by the number of shares acquired, including those acquired by
purchase or redemption for cash and any acquired by means of employee forfeiture.
(3) For a discussion of our aggregate available authorization for share purchases and redemptions through either our publicly announced open-market
share purchase program or our other share purchase programs, see the “Approximate Dollar Value of Shares that May Yet Be Purchased Under the
Plans or Programs” column of the “Purchases and Redemptions of Accenture plc Class A Ordinary Shares and Class X Ordinary Shares” table above
and the applicable footnote.
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Fiscal
2017 (1) 2016 (2) 2015 (3) 2014 2013 (4)
(in millions of U.S. dollars)
Income Statement Data
Revenues before reimbursements (“Net revenues”) $ 34,850 $ 32,883 $ 31,048 $ 30,002 $ 28,563
Revenues 36,765 34,798 32,914 31,875 30,394
Operating income 4,633 4,810 4,436 4,301 4,339
Net income 3,635 4,350 3,274 3,176 3,555
Net income attributable to Accenture plc 3,445 4,112 3,054 2,941 3,282
_______________
(1) Includes the impact of a $510 million , pre-tax, Pension settlement charge recorded during fiscal 2017 . See “Management’s Discussion and Analysis
of Financial Condition and Results of Operations—Results of Operations for Fiscal 2017 Compared to Fiscal 2016 —Pension Settlement Charge.”
(2) Includes the impact of a $849 million , pre-tax, Gain on sale of businesses recorded during fiscal 2016 . See “Management’s Discussion and Analysis
of Financial Condition and Results of Operations—Results of Operations for Fiscal 2017 Compared to Fiscal 2016 —Gain (loss) on Sale of
Businesses.”
(3) Includes the impact of a $64 million, pre-tax, Pension settlement charge recorded during fiscal 2015 . See “Management’s Discussion and Analysis of
Financial Condition and Results of Operations—Results of Operations for Fiscal 2016 Compared to Fiscal 2015 —Pension Settlement Charge.”
(4) Includes the impact of $274 million in reorganization benefits and $243 million in U.S. federal tax benefits recorded during fiscal 2013.
Fiscal
2017 2016 2015 2014 2013
Earnings Per Class A Ordinary Share
Basic $ 5.56 $ 6.58 $ 4.87 $ 4.64 $ 5.08
Diluted 5.44 6.45 4.76 4.52 4.93
Dividends per ordinary share 2.42 2.20 2.04 1.86 1.62
August 31, 2017 August 31, 2016 August 31, 2015 August 31, 2014 August 31, 2013
(in millions of U.S. dollars)
Balance Sheet Data
Cash and cash equivalents $ 4,127 $ 4,906 $ 4,361 $ 4,921 $ 5,632
Total assets 22,690 20,609 18,203 17,930 16,867
Long-term debt, net of current portion 22 24 26 26 26
Accenture plc shareholders’ equity 8,949 7,555 6,134 5,732 4,960
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and related Notes included elsewhere in
this Annual Report on Form 10-K. This discussion and analysis also contains forward-looking statements and should also be read in conjunction with the
disclosures and information contained in “Disclosure Regarding Forward-Looking Statements” and “Risk Factors” in this Annual Report on Form 10-K.
We use the terms “Accenture,” “we,” the “Company,” “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 2017 ” means the 12-month period that ended on
August 31, 2017 . 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.
Overview
Revenues are driven by the ability of our executives to secure new contracts and to deliver services and solutions that add value relevant to our clients’
current needs and challenges. The level of revenues we achieve is based on our ability to deliver market-leading services and solutions and to deploy skilled
teams of professionals quickly and on a global basis.
Our results of operations are affected by economic conditions, including macroeconomic conditions and levels of business confidence. There continues to
be significant volatility and economic and geopolitical uncertainty in many markets around the world, which may impact our business. We continue to monitor
the impact of this volatility and uncertainty and seek to manage our costs in order to respond to changing conditions. There also continues to be volatility in
foreign currency exchange rates. The majority of our net revenues are denominated in currencies other than the U.S. dollar, including the Euro and the U.K.
pound. Unfavorable fluctuations in foreign currency exchange rates have had and could have in the future a material effect on our financial results.
Revenues before reimbursements (“net revenues”) for fiscal 2017 increased 6% in U.S. dollars and 7% in local currency compared to fiscal 2016 .
Demand for our services and solutions continued to be strong, resulting in growth across most areas of our business. During fiscal 2017 , revenue growth in
local currency was very strong in Products and strong in Financial Services, while there was solid growth in Communications, Media & Technology and modest
growth in Health & Public Service and Resources. We experienced very strong growth in Growth Markets and strong growth in Europe, while growth in North
America moderated. Revenue growth in local currency was strong in both outsourcing and consulting during fiscal 2017 . While the business environment
remained competitive, pricing was relatively stable. We use the term “pricing” to mean the contract profitability or margin on the work that we sell.
In our consulting business, net revenues for fiscal 2017 increased 5% in U.S. dollars and 6% in local currency compared to fiscal 2016 . Consulting
revenue growth in local currency in fiscal 2017 was led by very strong growth in Products, as well as strong growth in Financial Services and modest growth in
Communications, Media & Technology, while Health & Public Service and Resources had slight declines . Our consulting revenue growth continues to be
driven by strong demand for digital-, cloud- and security-related services and assisting clients with the adoption of 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 and
grow and transform their businesses.
In our outsourcing business, net revenues for fiscal 2017 increased 7% in U.S. dollars and 8% in local currency compared to fiscal 2016 . Outsourcing
revenue growth in local currency in fiscal 2017 was led by very strong growth in Products, as well as strong growth in Health & Public Service,
Communications, Media & Technology and Financial Services and solid growth in Resources . We continue to experience growing demand to assist clients
with cloud enablement and the operation and maintenance of digital-related services. In addition, clients continue to be focused on transforming their
operations to improve effectiveness and cost efficiency.
As we are a global company, our revenues are denominated in multiple currencies and may be significantly affected by currency exchange rate
fluctuations. 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. 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. Compared to fiscal 2016 , the U.S. dollar strengthened against various currencies during fiscal
2017 , resulting in unfavorable currency translation and U.S. dollar revenue
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growth that was approximately 1% lower than our revenue growth in local currency for the year. However, when compared to the three months ended August
31, 2016, the U.S. dollar weakened against various currencies resulting in minimal currency translation impact during the fourth quarter of fiscal 2017.
Assuming that exchange rates stay within recent ranges, we estimate that our full fiscal 2018 revenue growth in U.S. dollars will be approximately 3% 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 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 fiscal 2017 was 91% , flat with fiscal 2016 . We continue to 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. Based on current and projected future demand, we have increased
our headcount, the majority of which serve our clients, to approximately 425,000 as of August 31, 2017 , compared to approximately 384,000 as of August 31,
2016 . 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 fiscal 2017 was 14% , flat with fiscal 2016 . 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
to reduce the impact of compensation increases on our gross 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 (Net revenues less Cost of services before reimbursable expenses as a percentage of net revenues) for fiscal 2017 was 31.7% , compared
with 31.3% for fiscal 2016 . The increase in gross margin for fiscal 2017 was principally due to lower labor costs as a percentage of net revenues compared to
the same period in fiscal 2016 .
Sales and marketing and General and administrative costs as a percentage of net revenues were 16.9% for fiscal 2017 , compared with 16.6% for fiscal
2016 . We continuously monitor these costs and implement cost-management actions, as appropriate. For fiscal 2017 compared to fiscal 2016 , Sales and
marketing costs as a percentage of net revenues decreased 10 basis points, and General and administrative costs as a percentage of net revenues increased
40 basis points, principally due to higher technology and facilities costs, as well as higher acquisition-related costs.
During fiscal 2017 , we recorded a $510 million pension settlement charge and related $198 million reduction in taxes for the U.S. pension plan
termination. For additional information, see Note 10 (Retirement and Profit Sharing Plans) to our Consolidated Financial Statements under Item 8, “Financial
Statements and Supplementary Data.”
Operating margin (Operating income as a percentage of Net revenues) for fiscal 2017 was 13.3% , compared with 14.6% for fiscal 2016 . The pension
settlement charge decreased operating margin by 150 basis points for fiscal 2017 . Excluding the effect of the pension settlement charge, operating margin for
fiscal 2017 would have been 14.8% .
During fiscal 2016 , we recorded a $548 million gain on sale of business and $56 million in taxes related to the divestiture of our Navitaire business, as
well as a $301 million gain on sale of business and $48 million in taxes related to the partial divestiture of our Duck Creek business. For additional information,
see Note 5 (Business Combinations and Divestitures) to our Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”
The effective tax rate for fiscal 2017 was 21.3% , compared with 22.4% for fiscal 2016 . Absent the pension settlement charge and related taxes
described above, our effective tax rate for fiscal 2017 would have been 23.0% . Absent the gain on sale of our Navitaire and Duck Creek businesses and
related taxes described above , our effective tax rate for fiscal 2016 would have been 24.2% . For additional information, see Note 9 (Income Taxes) to our
Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”
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Diluted earnings per share were $5.44 for fiscal 2017 , compared with $6.45 for fiscal 2016 . The pension settlement charge, net of taxes, decreased
diluted earnings per share by $0.47 in fiscal 2017 . The gain on sale of businesses, net of taxes, increased diluted earnings per share by $1.11 in fiscal 2016 .
Excluding these impacts, diluted earnings per share would have been $5.91 and $5.34 for fiscal 2017 and 2016 , respectively.
We have presented operating income, operating margin, effective tax rate and diluted earnings per share excluding the impacts of the fiscal 2017 pension
settlement charge and the fiscal 2016 gain on sale of businesses, as we believe doing so facilitates understanding as to both the impacts of these items and
our operating performance in comparison to the prior period.
Our operating income and diluted earnings per share are affected by currency exchange rate fluctuations on revenues and costs. Most of our costs are
incurred in the same currency as the related net revenues. Where practical, we seek to manage foreign currency exposure for costs not incurred in the same
currency as the related net revenues, such as the costs associated with our global delivery model, by using currency protection provisions in our customer
contracts and through our hedging programs. We seek to manage our costs, taking into consideration the residual positive and negative effects of changes in
foreign exchange rates on those costs. For more information on our hedging programs, see Note 7 (Derivative Financial Instruments) to our Consolidated
Financial Statements under Item 8, “Financial Statements and Supplementary Data.”
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Revenue Recognition
Our contracts have different terms based on the scope, deliverables and complexity of the engagement, the terms of which frequently require us to make
judgments and estimates in recognizing revenues. We have many types of contracts, including time-and-materials contracts, fixed-price contracts and
contracts with features of both of these contract types. In addition, some contracts include incentives related to costs incurred, benefits produced or adherence
to schedules that may increase the variability in revenues and margins earned on such contracts. We conduct rigorous reviews prior to signing such contracts
to evaluate whether these incentives are reasonably achievable.
We recognize revenues from technology integration consulting contracts using the percentage-of-completion method of accounting, which involves
calculating the percentage of services provided during the reporting period compared with the total estimated services to be provided over the duration of the
contract. Our contracts for technology integration consulting services generally span six months to two years. Estimated revenues used in applying the
percentage-of-completion method include estimated incentives for which achievement of defined goals is deemed probable. This method is followed where
reasonably dependable estimates of revenues and costs can be made. Estimates of total contract revenues and costs are continuously monitored during the
term of the contract, and recorded revenues and estimated costs are subject to revision as the contract progresses. Such revisions may result in increases or
decreases to revenues and income and are reflected in the Consolidated Financial Statements in the periods in which they are first identified. If our estimates
indicate that a contract loss will occur, a loss provision is recorded in the period in which the loss first becomes probable and reasonably estimable. Contract
losses are determined to be the amount by which the estimated total direct and indirect costs of the contract exceed the estimated total revenues that will be
generated by the contract and are included in Cost of services and classified in Other accrued liabilities.
Revenues from contracts for non-technology integration consulting services with fees based on time and materials or cost-plus are recognized as the
services are performed and amounts are earned. We consider amounts to be earned once evidence of an arrangement has been obtained, services are
delivered, fees are fixed or determinable, and collectibility is reasonably assured. In such contracts, our efforts, measured by time incurred, typically are
provided in less than a year and represent the contractual milestones or output measure, which is the contractual earnings pattern. For non-technology
integration consulting contracts with fixed fees, we recognize revenues as amounts become billable in accordance with contract terms, provided the billable
amounts are not contingent, are consistent with the services delivered and are earned. Contingent or incentive revenues relating to non-technology integration
consulting contracts are recognized when the contingency is satisfied and we conclude the amounts are earned.
Outsourcing contracts typically span several years and involve complex delivery, often through multiple workforces in different countries. In a number of
these arrangements, we hire client employees and become responsible for certain client obligations. Revenues are recognized on outsourcing contracts as
amounts become billable in accordance with contract terms, unless the amounts are billed in advance of performance of services, in which case revenues are
recognized when the services are performed and amounts are earned. Revenues from time-and-materials or cost-plus contracts are recognized as the
services are performed. In such contracts, our effort, measured by time incurred, represents the contractual milestones or output measure, which is the
contractual earnings pattern. Revenues from unit-priced contracts are recognized as transactions are processed based on objective measures of output.
Revenues from fixed-price contracts are recognized on a straight-line basis, unless revenues are earned and obligations are fulfilled in a different pattern.
Outsourcing contracts can also include incentive payments for benefits delivered to clients. Revenues relating to such incentive payments are recorded when
the contingency is satisfied and we conclude the amounts are earned. We continuously review and reassess our estimates of contract profitability.
Circumstances that potentially affect profitability over the life of the contract include decreases in volumes of transactions or other inputs/outputs on which we
are paid, failure to deliver agreed benefits, variances from planned internal/external costs to deliver our services and other factors affecting revenues and
costs.
Costs related to delivering outsourcing services are expensed as incurred, with the exception of certain transition costs related to the set-up of processes,
personnel and systems, which are deferred during the transition period and expensed evenly over the period outsourcing services are provided. The deferred
costs are specific internal costs or
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incremental external costs directly related to transition or set-up activities necessary to enable the outsourced services. Generally, deferred amounts are
protected in the event of early termination of the contract and are monitored regularly for impairment. Impairment losses are recorded when projected
remaining undiscounted operating cash flows of the related contract are not sufficient to recover the carrying amount of contract assets. Amounts billable to the
client for transition or set-up activities are deferred and recognized as revenue evenly over the period outsourcing services are provided. Contract acquisition
and origination costs are expensed as incurred.
We enter into contracts that may consist of multiple deliverables. These contracts may include any combination of technology integration consulting
services, non-technology integration consulting services or outsourcing services described above. Revenues for contracts with multiple deliverables are
allocated based on the lesser of the element’s relative selling price or the amount that is not contingent on future delivery of another deliverable. The selling
price of each deliverable is determined by obtaining third party evidence of the selling price for the deliverable and is based on the price charged when largely
similar services are sold on a standalone basis by the Company to similarly situated customers. If the amount of non-contingent revenues allocated to a
deliverable accounted for under the percentage-of-completion method of accounting is less than the costs to deliver such services, then such costs are
deferred and recognized in future periods when the revenues become non-contingent. Revenues are recognized in accordance with our accounting policies for
the separate deliverables when the services have value on a stand-alone basis, selling price of the separate deliverables exists and, in arrangements that
include a general right of refund relative to the completed deliverable, performance of the in-process deliverable is considered probable and substantially in our
control. While determining fair value and identifying separate deliverables require judgment, generally fair value and the separate deliverables are readily
identifiable as we also sell those deliverables unaccompanied by other deliverables.
Revenues recognized in excess of billings are recorded as Unbilled services. Billings in excess of revenues recognized are recorded as Deferred
revenues until revenue recognition criteria are met. Client prepayments (even if nonrefundable) are deferred and recognized over future periods as services
are delivered or performed.
Our consulting revenues are affected by the number of work days in a fiscal quarter, which in turn is affected by the level of vacation days and holidays.
Consequently, since our first and third quarters typically have approximately 5-10% more work days than our second and fourth quarters, our consulting
revenues are typically higher in our first and third quarters than in our second and fourth quarters.
Net revenues include the margin earned on computer hardware, software and related services resale contracts, as well as revenues from alliance
agreements, neither of which is material to us. Reimbursements include billings for travel and other out-of-pocket expenses and third-party costs, such as the
cost of hardware, software and related services resales. In addition, Reimbursements include allocations from gross billings to record an amount equivalent to
reimbursable costs, where billings do not specifically identify reimbursable expenses. We report revenues net of any revenue-based taxes assessed by
governmental authorities that are imposed on and concurrent with specific revenue-producing transactions.
Income Taxes
Determining the consolidated provision for income tax expense, income tax liabilities and deferred tax assets and liabilities involves judgment. Deferred
tax assets and liabilities, measured using enacted tax rates, are recognized for the future tax consequences of temporary differences between the tax and
financial statement bases of assets and liabilities. As a global company, we calculate and provide for income taxes in each of the tax jurisdictions in which we
operate. This involves estimating current tax exposures in each jurisdiction as well as making judgments regarding the recoverability of deferred tax assets.
Tax exposures can involve complex issues and may require an extended period to resolve. In assessing the realizability of deferred tax assets, we consider
whether it is more likely than not that some portion or all of the deferred tax assets will not be realized and adjust the valuation allowances accordingly. Factors
considered in making this determination include the period of expiration of the tax asset, planned use of the tax asset, tax planning strategies and historical and
projected taxable income as well as tax liabilities for the tax jurisdiction in which the tax asset is located. Valuation allowances will be subject to change in each
future reporting period as a result of changes in one or more of these factors. Changes in the geographic mix or estimated level of annual income before taxes
can affect the overall effective tax rate.
We apply an estimated annual effective tax rate to our quarterly operating results to determine the interim provision for income tax expense. A change in
judgment that impacts the measurement of a tax position taken in a prior year is recognized as a discrete item in the interim period in which the change occurs.
In the event there is a significant unusual or infrequent item recognized in our quarterly operating results, the tax attributable to that item is recorded in the
interim period in which it occurs.
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No taxes have been provided on undistributed foreign earnings that are planned to be indefinitely reinvested. If future events, including material changes
in estimates of cash, working capital and long-term investment requirements, necessitate that these earnings be distributed, an additional provision for taxes
may apply, which could materially affect our future effective tax rate. During fiscal 2015, the Company distributed substantially all of the earnings of its U.S.
subsidiaries that were previously considered indefinitely reinvested and recorded a tax liability of $247 million for withholding taxes payable on this distribution.
We currently do not foresee any event that would require us to distribute any remaining undistributed earnings. For additional information, see Note 9 (Income
Taxes) to our Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”
As a matter of course, we are regularly audited by various taxing authorities, and sometimes these audits result in proposed assessments where the
ultimate resolution may result in us owing additional taxes. We establish tax liabilities or reduce tax assets for uncertain tax positions when, despite our belief
that our tax return positions are appropriate and supportable under local tax law, we believe we may not succeed in realizing the tax benefit of certain positions
if challenged. In evaluating a tax position, we determine whether it is more likely than not that the position will be sustained upon examination, including
resolution of any related appeals or litigation processes, based on the technical merits of the position. Our estimate of the ultimate tax liability contains
assumptions based on past experiences, judgments about potential actions by taxing jurisdictions as well as judgments about the likely outcome of issues that
have been raised by taxing jurisdictions. The tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized
upon settlement. We evaluate these uncertain tax positions each quarter and adjust the related tax liabilities or assets in light of changing facts and
circumstances, such as the progress of a tax audit or the expiration of a statute of limitations. We believe the estimates and assumptions used to support our
evaluation of uncertain tax positions are reasonable. However, final determinations of prior-year tax liabilities, either by settlement with tax authorities or
expiration of statutes of limitations, could be materially different from estimates reflected in assets and liabilities and historical income tax provisions. The
outcome of these final determinations could have a material effect on our income tax provision, net income, or cash flows in the period in which that
determination is made. We believe our tax positions comply with applicable tax law and that we have adequately accounted for uncertain tax positions.
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Our business in the United States represented 45% , 46% and 43% of our consolidated net revenues during fiscal 2017 , 2016 and 2015 , respectively.
No other country individually comprised 10% or more of our consolidated net revenues during these periods.
Net Revenues
We have changed the structure of our Communications, Media & Technology operating group to reflect the continued convergence of the
communications, media and entertainment industries, as well as the opportunity we are seeing in the software and platform sectors. The new structure
includes the following industry groups: Communications & Media (Telecommunications, Cable, Broadcasting and Content & Publishing); Software & Platforms
(Internet & Social and Software); and High Tech (Network Equipment Providers, Aerospace & Defense, Consumer Technology, Semiconductor, Medical
Equipment and Enterprise Markets). The following net revenues commentary discusses local currency net revenue changes for fiscal 2017 compared to fiscal
2016 :
Operating Groups
• Communications, Media & Technology net revenues increased 4% in local currency, led by Software & Platforms in North America, as well as growth
across all industry groups in Growth Markets. This growth was partially offset by a decline in Communications & Media in Europe, as disruptions in the
market continue to impact demand.
• Financial Services net revenues increased 7% in local currency, led by Banking & Capital Markets in Europe and Growth Markets.
• Health & Public Service net revenues increased 3% in local currency, driven by Public Service in Growth Markets and Europe.
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• Products net revenues increased 14% in local currency, driven by very strong growth across all industry groups and geographic regions, led by
Consumer Goods, Retail & Travel Services, as well as Life Sciences in North America and Industrial in Europe.
• Resources net revenues increased 1% in local currency, led by Utilities in Europe, partially offset by declines in Energy across all geographic regions.
Geographic Regions
• North America net revenues increased 4% in local currency, driven by the United States.
• Europe net revenues increased 8% in local currency, led by the United Kingdom and Germany, as well as France, Spain and Switzerland.
• Growth Markets net revenues increased 12% in local currency, led by Japan, as well as Australia, Singapore and China.
Operating Expenses
Operating expenses for fiscal 2017 increased $2,146 million , or 7% , over fiscal 2016 , and increased as a percentage of revenues to 87.4% from 86.2%
during this period . Operating expenses before reimbursable expenses for fiscal 2017 increased $2,145 million , or 8% , over fiscal 2016 , and increased as a
percentage of net revenues to 86.7% from 85.4% during this period.
Cost of Services
Cost of services for fiscal 2017 increased $1,215 million , or 5% , over fiscal 2016 , and decreased as a percentage of revenues to 70.0% from 70.5%
during this period. Cost of services before reimbursable expenses for fiscal 2017 increased $1,214 million , or 5% , over fiscal 2016 , and decreased as a
percentage of net revenues to 68.3% from 68.7% during this period. Gross margin for fiscal 2017 increased to 31.7% from 31.3% in fiscal 2016. The increase
in gross margin for fiscal 2017 was principally due to lower labor costs as a percentage of net revenues, compared to fiscal 2016 .
Sales and Marketing
Sales and marketing expense for fiscal 2017 increased $174 million , or 5% , over fiscal 2016 , and decreased as a percentage of net revenues to 10.8%
from 10.9% during this period.
General and Administrative Costs
General and administrative costs for fiscal 2017 increased $247 million , or 13% , over fiscal 2016 , and increased as a percentage of net revenues to
6.1% from 5.7% during this period. The increase as a percentage of net revenues was principally due to higher technology and facilities costs, as well as
higher acquisition-related costs.
Pension Settlement Charge
We recorded a pension settlement charge of $510 million during fiscal 2017 as a result of the termination of our U.S. pension plan. For additional
information, see Note 10 (Retirement and Profit Sharing Plans) to our Consolidated Financial Statements under Item 8, “Financial Statements and
Supplementary Data.”
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Fiscal
2017 2016
Operating Operating Operating Operating Increase
Income Margin Income Margin (Decrease)
(in millions of U.S. dollars)
Communications, Media & Technology $ 1,049 15% $ 966 15% $ 83
Financial Services 1,207 16 1,128 16 80
Health & Public Service 773 13 807 13 (34)
Products 1,559 16 1,282 15 276
Resources 555 11 628 13 (73)
Pension Settlement Charge (1) (510) — — — (510)
Operating Income (GAAP) $ 4,633 13.3% $ 4,810 14.6% $ (178)
Pension Settlement Charge (1) 510 — 510
Adjusted Operating Income (non-GAAP) $ 5,142 14.8% $ 4,810 14.6% $ 332
_______________
Amounts in table may not total due to rounding.
(1) Represents pension settlement charge related to the termination of our U.S. pension plan.
We estimate that the aggregate percentage impact of foreign currency exchange rates on our operating income during fiscal 2017 was similar to that
disclosed for net revenue. In addition, during fiscal 2017, each operating group experienced higher costs associated with acquisition activity. The commentary
below provides insight into other factors affecting operating group performance and operating margin for fiscal 2017 compared with fiscal 2016 :
• Communications, Media & Technology operating income increased primarily due to revenue growth.
• Financial Services operating income increased primarily due to revenue growth.
• Health & Public Service operating income decreased primarily due to lower outsourcing contract profitability and a decline in consulting revenues.
• Products operating income increased principally due to very strong revenue growth, as well as higher consulting contract profitability.
• Resources operating income decreased due to lower consulting contract profitability and a decline in consulting revenue.
Other Income (Expense), net
Other income (expense), net primarily consists of foreign currency gains and losses as well as gains and losses associated with our investments in
privately held companies. During fiscal 2017 , other expense decreased $31 million from fiscal 2016 , primarily due to lower net foreign exchange losses.
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Operating Groups
• Communications, Media & Technology net revenues increased 9% in local currency. Net revenues reflected strong growth, driven by growth across all
industry groups in North America and Growth Markets, as well as Media & Entertainment in Europe.
• Financial Services net revenues increased 11% in local currency. Net revenues reflected very strong growth, driven by growth in both industry groups
across all geographic regions, led by Banking & Capital Markets in Europe.
• Health & Public Service net revenues increased 12% in local currency. Net revenues reflected very strong growth, driven by growth in both industry
groups across all geographic regions, led by Public Service and Health in North America.
• Products net revenues increased 15% in local currency. Net revenues reflected very strong growth, driven by growth across all industry groups and
geographic regions, led by Consumer Goods, Retail & Travel Services, as well as Industrial in Europe and Life Sciences in North America.
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• Resources net revenues increased 3% in local currency. Net revenues reflected modest growth, as significant growth in Utilities across all geographic
regions was largely offset by declines in Chemicals & Natural Resources in Growth Markets and North America and Energy in Europe and Growth
Markets. We experienced lower or negative revenue growth in Chemicals & Natural Resources and Energy, principally due to economic challenges in
these industries.
Geographic Regions
• North America net revenues increased 11% in local currency, driven by the United States.
• Europe net revenues increased 11% in local currency, driven by the United Kingdom, Italy, Switzerland, Spain, Germany and France.
• Growth Markets net revenues increased 8% in local currency, led by Japan, as well as China, India, South Africa and Mexico.
Operating Expenses
Operating expenses for fiscal 2016 increased $1,509 million , or 5%, over fiscal 2015, and decreased as a percentage of revenues to 86.2% from 86.5%
in fiscal 2015. Operating expenses before reimbursable expenses for fiscal 2016 increased $1,460 million, or 5%, over fiscal 2015, and decreased as a
percentage of net revenues to 85.4% from 85.7% in fiscal 2015.
Cost of Services
Cost of services for fiscal 2016 increased $1,415 million, or 6%, over fiscal 2015, and increased as a percentage of revenues to 70.5% from 70.2% in
fiscal 2015. Cost of services before reimbursable expenses for fiscal 2016 increased $1,367 million, or 6%, over fiscal 2015, and increased as a percentage of
net revenues to 68.7% from 68.4% in fiscal 2015. Gross margin for fiscal 2016 decreased to 31.3% from 31.6% in fiscal 2015. The reduction in gross margin
for fiscal 2016 was principally due to higher labor costs and higher costs associated with acquisition activities compared to fiscal 2015.
Sales and Marketing
Sales and marketing expense for fiscal 2016 increased $75 million, or 2%, over fiscal 2015, and decreased as a percentage of net revenues to 10.9%
from 11.3% in fiscal 2015. The decrease as a percentage of net revenues was principally due to improved operational efficiency in our business development
activities.
General and Administrative Costs
General and administrative costs for fiscal 2016 increased $83 million , or 5%, over fiscal 2015, and decreased as a percentage of net revenues to 5.7%
from 5.8% in fiscal 2015.
Pension Settlement Charge
We recorded a pension settlement charge of $64 million during fiscal 2015 as a result of lump sum cash payments made from our U.S. defined benefit
pension plan to former employees who elected to receive such payments. For additional information, see Note 10 (Retirement and Profit Sharing Plans) to our
Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”
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Fiscal
2016 2015
Operating Operating Operating Operating Increase
Income Margin Income Margin (Decrease)
(in millions of U.S. dollars)
Communications, Media & Technology $ 966 15% $ 884 14% $ 82
Financial Services 1,128 16 1,093 16 35
Health & Public Service 807 13 713 13 94
Products 1,282 15 1,098 14 184
Resources 628 13 713 14 (85)
Pension Settlement Charge (1) — — (64) — 64
Operating Income (GAAP) $ 4,810 14.6% $ 4,436 14.3% $ 374
Pension Settlement Charge (1) — 64 (64)
Adjusted Operating Income (non-GAAP) $ 4,810 14.6% $ 4,500 14.5% $ 310
_______________
Amounts in table may not total due to rounding.
(1) Represents pension settlement charge related to lump sum cash payment from plan assets offered to eligible former employees.
We estimate that the aggregate percentage impact of foreign currency exchange rates on our operating income during fiscal 2016 was similar to that
disclosed for net revenue. In addition, during fiscal 2016, each operating group experienced higher costs associated with acquisition activity. The commentary
below provides insight into other factors affecting operating group performance and operating margin for fiscal 2016 compared with fiscal 2015:
• Communications, Media & Technology operating income increased primarily due to higher contract profitability and consulting revenue growth.
• Financial Services operating income increased primarily due to consulting revenue growth.
• Health & Public Service operating income increased due to revenue growth and higher contract profitability.
• Products operating income increased due to very significant consulting revenue growth and lower sales and marketing costs as a percentage of net
revenues.
• Resources operating income decreased due to lower outsourcing contract profitability, partially offset by lower sales and marketing costs as a
percentage of net revenues.
Other Income (Expense), net
Other income (expense), net primarily consists of foreign currency gains and losses as well as gains and losses associated with our investments in
privately held companies. During fiscal 2016, Other expense, net increased $25 million over fiscal 2015, primarily due to higher net foreign exchange losses,
including losses incurred on the devaluation of the Nigerian Naira.
Gain (Loss) on Sale of Businesses
We recorded a gain from the Navitaire divestiture of $548 million and a gain from the Duck Creek partial divestiture of $301 million during fiscal 2016.
For additional information, see Note 5 (Business Combinations and Divestitures) to our Consolidated Financial Statements under Item 8, “Financial Statements
and Supplementary Data.”
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Fiscal
2017 to 2016
2017 2016 2015 Change
(in millions of U.S. dollars)
Net cash provided by (used in):
Operating activities $ 4,973 $ 4,667 $ 4,176 $ 306
Investing activities (2,234) (610) (1,170) (1,624)
Financing activities (3,560) (3,489) (3,286) (71)
Effect of exchange rate changes on cash and cash equivalents 42 (23) (280) 65
Net increase (decrease) in cash and cash equivalents $ (779) $ 545 $ (561) $ (1,324)
_______________
Amounts in table may not total due to rounding.
Operating activities: The year-over-year increase in operating cash flow was due to higher net income in fiscal 2017 after excluding the non-cash
impact of the pension settlement charge in fiscal 2017 and the gain on sale of businesses in fiscal 2016 (proceeds from divestitures are reflected in investing
activities).
Investing activities: Cash used in investing activities increased $1,624 million year-over-year, due to higher spending on business acquisitions and
investments in fiscal 2017. Additionally, in fiscal 2016, spending on business acquisitions and investments was largely offset by proceeds from the Navitaire
divestiture and Duck Creek partial divestiture. For additional information, see Note 5 (Business Combinations and Divestitures) to our Consolidated Financial
Statements under Item 8, “Financial Statements and Supplementary Data.”
Financing activities: The $71 million increase in cash used was primarily due to an increase in cash dividends paid, partially offset by an increase in
proceeds from share issuances. For additional information, see Note 13 (Material Transactions Affecting Shareholders’ Equity) to our Consolidated Financial
Statements under Item 8, “Financial Statements and Supplementary Data.”
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
See Note 8 (Borrowings and Indebtedness) to our Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”
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We intend to continue to use a significant portion of cash generated from operations for share repurchases during fiscal 2018 . 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 Holdings plc ordinary shares and 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. For additional information, see Note 13 (Material Transactions Affecting Shareholders’ Equity) to our
Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”
Subsequent Developments
See Note 13 (Material Transactions Affecting Shareholders’ Equity) to our Consolidated Financial Statements under Item 8, “Financial Statements and
Supplementary Data.”
(1) The liability related to unrecognized tax benefits has been excluded from the contractual obligations table because a reasonable estimate of the timing
and amount of cash outflows from future tax settlements cannot be determined. For additional information, see Note 9 (Income Taxes) to our
Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”
(2) Amounts represent projected payments under certain unfunded retirement plans for former pre-incorporation partners. Given these plans are
unfunded, we pay these benefits directly. These plans were eliminated for active partners after May 15, 2001.
(3) Other commitments include, among other things, information technology, software support and maintenance obligations, as well as other obligations in
the ordinary course of business that we cannot cancel or where we would be required to pay a termination fee in the event of cancellation. Amounts
shown do not include recourse that we may have to recover termination fees or penalties from clients.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
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PART III
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
Securities Authorized for Issuance under Equity Compensation Plans
The following table sets forth, as of August 31, 2017 , certain information related to our compensation plans under which Accenture plc Class A ordinary
shares may be issued.
The remaining information called for by Item 12 will be included in the section captioned “Beneficial Ownership” included in the definitive proxy statement
relating to the 2018 Annual General Meeting of Shareholders of Accenture plc to be held on February 7, 2018 and is incorporated herein by reference.
Accenture plc will file such definitive proxy statement with the SEC pursuant to Regulation 14A not later than 120 days after the end of the Company’s 2017
fiscal year covered by this Form 10-K.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information called for by Item 13 will be included in the section captioned “Corporate Governance” included in the definitive proxy statement relating
to the 2018 Annual General Meeting of Shareholders of Accenture plc to be held on February 7, 2018 and is incorporated herein by reference. Accenture plc
will file such definitive proxy statement with the SEC pursuant to Regulation 14A not later than 120 days after the end of the Company’s 2017 fiscal year
covered by this Form 10-K.
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PART IV
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10.15* Form of Employment Agreement of executive officers in the United States (incorporated by reference to Exhibit 10.3 to the February 28, 2013
10-Q )
10.16* Form of Employment Agreement of executive officers in the United Kingdom (incorporated by reference to Exhibit 10.16 to the August 31, 2013
10-K )
10.17* Form of Employment Agreement of executive officers in Singapore (incorporated by reference to Exhibit 10.17 to the August 31, 2015 10-K )
10.18 Form of Articles of Association of Accenture Canada Holdings Inc. (incorporated by reference to Exhibit 10.11 to the July 2, 2001 Form S-1/A )
10.19 Articles of Amendment to Articles of Association of Accenture Canada Holdings Inc. (incorporated by reference to Exhibit 10.21 to the August
31, 2013 10-K )
10.20 Form of Exchange Trust Agreement by and between Accenture Ltd and Accenture Canada Holdings Inc. and CIBC Mellon Trust Company,
made as of May 23, 2001 (incorporated by reference to Exhibit 10.12 to the July 2, 2001 Form S-1/A )
10.21 First Supplemental Agreement to Exchange Trust Agreement among Accenture plc, Accenture Ltd, Accenture Canada Holdings Inc. and
Accenture Inc., dated September 1, 2009 (incorporated by reference to Exhibit 10.3 to the 8-K12B )
10.22* Form of Key Executive Performance-Based Award Restricted Share Unit Agreement pursuant to the Amended and Restated Accenture plc
2010 Share Incentive Plan (incorporated by reference to Exhibit 10.2 to the February 28, 2017 10-Q )
10.23* Form of Key Executive Performance-Based Award Restricted Share Unit Agreement pursuant to the Amended and Restated Accenture plc
2010 Share Incentive Plan (incorporated by reference to Exhibit 10.4 to the February 29, 2016 10-Q )
10.24* Form of Accenture Leadership Performance Equity Award Restricted Share Unit Agreement pursuant to the Amended and Restated Accenture
plc Accenture plc 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.3 to the February 28, 2017 10-Q )
10.25* Form of Accenture Leadership Performance Equity Award Restricted Share Unit Agreement pursuant to the Amended and Restated Accenture
plc Accenture plc 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.5 to the February 29, 2016 10-Q )
10.26* Form of Voluntary Equity Investment Program Matching Grant Restricted Share Unit Agreement pursuant to the Amended and Restated
Accenture plc 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.4 to the February 28, 2017 10-Q )
10.27* Form of Voluntary Equity Investment Program Matching Grant Restricted Share Unit Agreement pursuant to the Amended and Restated
Accenture plc 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.6 to the February 29, 2016 10-Q )
10.28* Form of Amendment to the Senior Officer Performance Equity Award Restricted Share Unit Agreement, the Accenture Leadership Performance
Equity Award Restricted Share Unit Agreement and the Voluntary Equity Investment Program Matching Grant Restricted Share Unit Agreement
(incorporated by reference to Exhibit 10.31 to the August 31, 2016 10-K )
10.29* Form of Restricted Share Unit Agreement for director grants pursuant to the Amended and Restated Accenture plc 2010 Share Incentive Plan
(incorporated by reference to Exhibit 10.7 to the February 29, 2016 10-Q )
10.30* Accenture LLP Leadership Separation Benefits Plan ( filed herewith )
10.31* Description of Global Annual Bonus Plan ( filed herewith )
10.32* Form of Indemnification Agreement, between Accenture International S.à.r.l. and the indemnitee party thereto (incorporated by reference to
Exhibit 10.5 to the 8-K12B )
10.33* Form of Indemnification Agreement, between Accenture Holdings plc, Accenture LLP and the indemnitee party thereto (incorporated by
reference to Exhibit 10.1 of the 8-K12G3 )
21.1 Subsidiaries of the Registrant ( filed herewith )
23.1 Consent of KPMG LLP ( filed herewith )
23.2 Consent of KPMG LLP related to the Accenture plc 2010 Employee Share Purchase Plan ( filed herewith )
24.1 Power of Attorney (included on the signature page hereto)
31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ( filed herewith )
31.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 ( filed herewith )
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32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 ( furnished herewith )
32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 ( furnished herewith )
99.1 Amended and Restated Accenture plc 2010 Employee Share Purchase Plan Financial Statements ( filed herewith )
101 The following financial information from Accenture plc’s Annual Report on Form 10-K for the fiscal year ended August 31, 2017, formatted in
XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of August 31, 2017 and August 31, 2016, (ii)
Consolidated Income Statements for the years ended August 31, 2017, 2016 and 2015, (iii) Consolidated Statements of Comprehensive
Income for the years ended August 31, 2017, 2016 and 2015, (iv) Consolidated Shareholders’ Equity Statement for the years ended August 31,
2017, 2016 and 2015, (v) Consolidated Cash Flows Statements for the years ended August 31, 2017, 2016 and 2015, and (vi) the Notes to
Consolidated Financial Statements
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with
respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations
and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and
may not describe the actual state of affairs as of the date they were made or at any other time.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf on October 26, 2017 by the undersigned, thereunto duly authorized.
ACCENTURE PLC
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Pierre Nanterme,
David P. Rowland and Joel Unruch, and each of them, as his or her true and lawful attorneys-in-fact and agents, with power to act with or without the others
and with full power of substitution and resubstitution, to do any and all acts and things and to execute any and all instruments which said attorneys and agents
and each of them may deem necessary or desirable to enable the registrant to comply with the U.S. Securities Exchange Act of 1934, as amended, and any
rules, regulations and requirements of the U.S. Securities and Exchange Commission thereunder in connection with the registrant’s Annual Report on
Form 10-K for the fiscal year ended August 31, 2017 (the “Annual Report”), including specifically, but without limiting the generality of the foregoing, power and
authority to sign the name of the registrant and the name of the undersigned, individually and in his or her capacity as a director or officer of the registrant, to
the Annual Report as filed with the U.S. Securities and Exchange Commission, to any and all amendments thereto, and to any and all instruments or
documents filed as part thereof or in connection therewith; and each of the undersigned hereby ratifies and confirms all that said attorneys and agents and
each of them shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on October 26, 2017 by the following persons on
behalf of the registrant and in the capacities indicated.
Signature Title
/s/ P IERRE N ANTERME Chief Executive Officer, Chairman of the Board and Director
Pierre Nanterme (principal executive officer)
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ACCENTURE PLC
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm F-2
Consolidated Financial Statements as of August 31, 2017 and 2016 and for the years ended August 31, 2017, 2016 and 2015:
Consolidated Balance Sheets F-3
Consolidated Income Statements F-4
Consolidated Statements of Comprehensive Income F-5
Consolidated Shareholders’ Equity Statements F-6
Consolidated Cash Flows Statements F-8
Notes to Consolidated Financial Statements F-9
F- 1
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We have audited the accompanying consolidated balance sheets of Accenture plc and its subsidiaries as of August 31, 2017 and 2016, and the related
consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended
August 31, 2017. We also have audited Accenture plc’s internal control over financial reporting as of August 31, 2017, based on criteria established in Internal
Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Accenture plc’s management is
responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the
effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial
Reporting (Item 9A). Our responsibility is to express an opinion on these consolidated financial statements and an opinion on the Company’s internal control
over financial reporting based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether
effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating
the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control
over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Accenture plc and its
subsidiaries as of August 31, 2017 and 2016, and the results of their operations and their cash flows for each of the years in the three-year period ended
August 31, 2017, in conformity with U.S. generally accepted accounting principles. Also in our opinion, Accenture plc maintained, in all material respects,
effective internal control over financial reporting as of August 31, 2017, based on criteria established in Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Chicago, Illinois
October 26, 2017
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ACCENTURE PLC
CONSOLIDATED BALANCE SHEETS
August 31, 2017 and 2016
(In thousands of U.S. dollars, except share and per share amounts)
CURRENT LIABILITIES:
Current portion of long-term debt and bank borrowings
$ 2,907 $ 2,773
Accounts payable
1,525,065 1,280,821
Deferred revenues
2,669,520 2,364,728
Accrued payroll and related benefits
4,060,364 4,040,751
Accrued consumption taxes
383,391 358,359
Income taxes payable
708,485 362,963
Other accrued liabilities
474,547 468,529
Total current liabilities
9,824,279 8,878,924
NON-CURRENT LIABILITIES:
Long-term debt 22,163 24,457
Deferred revenues 663,248 754,812
Retirement obligation 1,408,759 1,494,789
Deferred income taxes, net
137,098 111,020
Income taxes payable
574,780 850,709
Other non-current liabilities
349,363 304,917
Total non-current liabilities
3,155,411 3,540,704
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY:
Ordinary shares, par value 1.00 euros per share, 40,000 shares authorized and issued as of August 31, 2017 and August 31, 2016 57 57
Class A ordinary shares, par value $0.0000225 per share, 20,000,000,000 shares authorized, 638,965,789 and 654,202,813 shares issued as of
August 31, 2017 and August 31, 2016, respectively 14 15
Class X ordinary shares, par value $0.0000225 per share, 1,000,000,000 shares authorized, 20,531,383 and 21,917,155 shares issued and outstanding
as of August 31, 2017 and August 31, 2016, respectively — —
Restricted share units
1,095,026 1,004,128
Additional paid-in capital
3,516,399 2,924,729
Treasury shares, at cost: Ordinary, 40,000 shares as of August 31, 2017 and August 31, 2016; Class A ordinary, 23,408,811 and 33,529,739 shares as
of August 31, 2017 and August 31, 2016, respectively (1,649,090) (2,591,907)
Retained earnings
7,081,855 7,879,960
Accumulated other comprehensive loss
(1,094,784) (1,661,720)
Total Accenture plc shareholders’ equity
8,949,477 7,555,262
Noncontrolling interests
760,723 634,114
Total shareholders’ equity
9,710,200 8,189,376
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 22,689,890 $ 20,609,004
The accompanying Notes are an integral part of these Consolidated Financial Statements.
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ACCENTURE PLC
CONSOLIDATED INCOME STATEMENTS
For the Years Ended August 31, 2017, 2016 and 2015
(In thousands of U.S. dollars, except share and per share amounts)
The accompanying Notes are an integral part of these Consolidated Financial Statements.
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ACCENTURE PLC
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended August 31, 2017, 2016 and 2015
(In thousands of U.S. dollars)
The accompanying Notes are an integral part of these Consolidated Financial Statements.
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ACCENTURE PLC
CONSOLIDATED SHAREHOLDERS’ EQUITY STATEMENTS
For the Years Ended August 31, 2017, 2016 and 2015
(In thousands of U.S. dollars and share amounts)
Class A Class X
Ordinary Ordinary Ordinary
Accumulated Total
Shares Shares Shares Treasury Shares
Restricted Additional Other Accenture plc Total
No. No. No. Share Paid-in No. Retained Comprehensive Shareholders’ Noncontrolling Shareholders’
$ Shares $ Shares $ Shares Units Capital $ Shares Earnings Loss Equity Interests Equity
Balance as of August $57 40 $18 786,869 $1 28,057 $ 921,586 $3,347,392 $ (9,423,202) (158,410) $11,758,131 $ (871,948) $ 5,732,035 $ 553,302 $ 6,285,337
31, 2014
Net income 3,053,581 3,053,581 220,208 3,273,789
Balance as of August $57 40 $18 804,758 $1 23,335 $1,031,203 $4,516,810 $(11,472,400) (178,096) $13,470,008 $ (1,411,972) $ 6,133,725 $ 513,846 $ 6,647,571
31, 2015
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ACCENTURE PLC
CONSOLIDATED SHAREHOLDERS’ EQUITY STATEMENTS — (continued)
For the Years Ended August 31, 2017, 2016, and 2015
(In thousands of U.S. dollars and share amounts)
Class A Class X
Ordinary Ordinary Ordinary
Accumulated Total
Shares Shares Shares Treasury Shares
Restricted Additional Other Accenture plc Total
No. No. No. Share Paid-in No. Retained Comprehensive Shareholders’ Noncontrolling Shareholders’
$ Shares $ Shares $ Shares Units Capital $ Shares Earnings Loss Equity Interests Equity
Net income 4,111,892 4,111,892 237,711 4,349,603
Balance as of August $57 40 $15 654,203 $— 21,917 $1,004,128 $2,924,729 $(2,591,907) (33,570) $7,879,960 $ (1,661,720) $ 7,555,262 $ 634,114 $ 8,189,376
31, 2016
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ACCENTURE PLC
CONSOLIDATED SHAREHOLDERS’ EQUITY STATEMENTS — (continued)
For the Years Ended August 31, 2017, 2016, and 2015
(In thousands of U.S. dollars and share amounts)
Class A Class X
Ordinary Ordinary Ordinary
Accumulated Total
Shares Shares Shares Treasury Shares
Restricted Additional Other Accenture plc Total
No. No. No. Share Paid-in No. Retained Comprehensive Shareholders’ Noncontrolling Shareholders’
$ Shares $ Shares $ Shares Units Capital $ Shares Earnings Loss Equity Interests Equity
Net income 3,445,149 3,445,149 189,783 3,634,932
Balance as of August $57 40 $14 638,966 $— 20,531 $1,095,026 $3,516,399 $(1,649,090) (23,449) $7,081,855 $ (1,094,784) $ 8,949,477 $ 760,723 $ 9,710,200
31, 2017
The accompanying Notes are an integral part of these Consolidated Financial Statements.
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ACCENTURE PLC
CONSOLIDATED CASH FLOWS STATEMENTS
For the Years Ended August 31, 2017, 2016 and 2015
(In thousands of U.S. dollars)
The accompanying Notes are an integral part of these Consolidated Financial Statements.
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ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
Description of Business
Accenture plc is one of the world’s leading organizations providing consulting, technology and outsourcing services and operates globally with one
common brand and business model designed to enable it to provide clients around the world with the same high level of service. Drawing on a combination of
industry and functional expertise, technology capabilities and alliances, and global delivery resources, Accenture plc seeks to provide differentiated services
that help clients measurably improve their business performance and create sustainable value for their customers and stakeholders. Accenture plc’s global
delivery model enables it to provide an end-to-end delivery capability by drawing on its global resources to deliver high-quality, cost-effective solutions to
clients.
Basis of Presentation
The Consolidated Financial Statements include the accounts of Accenture plc, an Irish company, and its controlled subsidiary companies (collectively, the
“Company”). Accenture plc’s only business is to hold ordinary and deferred shares in, and to act as the controlling shareholder of, its subsidiary, Accenture
Holdings plc, an Irish public limited company. The Company operates its business through Accenture Holdings plc and subsidiaries of Accenture Holdings plc.
Accenture plc controls Accenture Holdings plc’s management and operations and consolidates Accenture Holdings plc’s results in its Consolidated Financial
Statements.
On April 10, 2015, Accenture Holdings plc was incorporated in Ireland, as a public limited company, in order to further consolidate Accenture’s presence
in Ireland. On August 26, 2015, Accenture SCA merged with and into Accenture Holdings plc, with Accenture Holdings plc as the surviving entity. This merger
was a transaction between entities under common control and had no effect on the Company’s Consolidated Financial Statements.
All references to Accenture Holdings plc included in this report with respect to periods prior to August 26, 2015 reflect the activity and/or balances of
Accenture SCA (the predecessor of Accenture Holdings plc). The shares of Accenture Holdings plc and Accenture Canada Holdings Inc. held by persons other
than the Company are treated as a noncontrolling interest in the Consolidated Financial Statements. The noncontrolling interest percentages were 4% as of
both August 31, 2017 and 2016 .
All references to years, unless otherwise noted, refer to the Company’s fiscal year, which ends on August 31. For example, a reference to “fiscal 2017 ”
means the 12-month period that ended on August 31, 2017 . All references to quarters, unless otherwise noted, refer to the quarters of the Company’s fiscal
year.
The preparation of the Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles requires management to
make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying disclosures. Although these
estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future, actual results may be
different from those estimates.
Revenue Recognition
Revenues from contracts for technology integration consulting services where the Company designs/redesigns, builds and implements new or enhanced
systems applications and related processes for its clients are recognized on the percentage-of-completion method, which involves calculating the percentage
of services provided during the reporting period compared to the total estimated services to be provided over the duration of the contract. Contracts for
technology integration consulting services generally span six months to two years. Estimated revenues used in applying the percentage-of-completion method
include estimated incentives for which achievement of defined goals is deemed probable. This method is followed where reasonably dependable estimates of
revenues and costs can be made. Estimates of total contract revenues and costs are continuously monitored during the term of the contract, and recorded
revenues and estimated costs are subject to revision as the contract progresses. Such revisions may result in increases or decreases to revenues and income
and are reflected in the Consolidated Financial Statements in the periods in which they are first identified. If the Company’s estimates indicate that a contract
loss will occur, a loss provision is recorded in the period in which the loss first becomes probable and reasonably estimable. Contract losses are determined to
be the amount by which the estimated total direct and indirect costs of the contract exceed the estimated total revenues that will be generated by the contract
and are included in Cost of services and classified in Other accrued liabilities.
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ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
Revenues from contracts for non-technology integration consulting services with fees based on time and materials or cost-plus are recognized as the
services are performed and amounts are earned. The Company considers amounts to be earned once evidence of an arrangement has been obtained,
services are delivered, fees are fixed or determinable, and collectibility is reasonably assured. In such contracts, the Company’s efforts, measured by time
incurred, typically are provided in less than a year and represent the contractual milestones or output measure, which is the contractual earnings pattern. For
non-technology integration consulting contracts with fixed fees, the Company recognizes revenues as amounts become billable in accordance with contract
terms, provided the billable amounts are not contingent, are consistent with the services delivered and are earned. Contingent or incentive revenues relating to
non-technology integration consulting contracts are recognized when the contingency is satisfied and the Company concludes the amounts are earned.
Outsourcing contracts typically span several years and involve complex delivery, often through multiple workforces in different countries. In a number of
these arrangements, the Company hires client employees and becomes responsible for certain client obligations. Revenues are recognized on outsourcing
contracts as amounts become billable in accordance with contract terms, unless the amounts are billed in advance of performance of services, in which case
revenues are recognized when the services are performed and amounts are earned. Revenues from time-and-materials or cost-plus contracts are recognized
as the services are performed. In such contracts, the Company’s effort, measured by time incurred, represents the contractual milestones or output measure,
which is the contractual earnings pattern. Revenues from unit-priced contracts are recognized as transactions are processed based on objective measures of
output. Revenues from fixed-price contracts are recognized on a straight-line basis, unless revenues are earned and obligations are fulfilled in a different
pattern. Outsourcing contracts can also include incentive payments for benefits delivered to clients. Revenues relating to such incentive payments are
recorded when the contingency is satisfied and the Company concludes the amounts are earned.
Costs related to delivering outsourcing services are expensed as incurred with the exception of certain transition costs related to the set-up of processes,
personnel and systems, which are deferred during the transition period and expensed evenly over the period outsourcing services are provided. The deferred
costs are specific internal costs or incremental external costs directly related to transition or set-up activities necessary to enable the outsourced services.
Generally, deferred amounts are protected in the event of early termination of the contract and are monitored regularly for impairment. Impairment losses are
recorded when projected remaining undiscounted operating cash flows of the related contract are not sufficient to recover the carrying amount of contract
assets. Deferred transition costs were $739,212 and $709,444 as of August 31, 2017 and 2016 , respectively, and are included in Deferred contract costs.
Deferred transition amortization expense for fiscal 2017, 2016 and 2015 was $289,555, $283,434 and $234,985, respectively. Amounts billable to the client for
transition or set-up activities are deferred and recognized as revenue evenly over the period outsourcing services are provided. Deferred transition revenues
were $606,095 and $604,674 as of August 31, 2017 and 2016 , respectively, and are included in non-current Deferred revenues. Contract acquisition and
origination costs are expensed as incurred.
The Company enters into contracts that may consist of multiple deliverables. These contracts may include any combination of technology integration
consulting services, non-technology integration consulting services or outsourcing services described above. Revenues for contracts with multiple deliverables
are allocated based on the lesser of the element’s relative selling price or the amount that is not contingent on future delivery of another deliverable. The selling
price of each deliverable is determined by obtaining third party evidence of the selling price for the deliverable and is based on the price charged when largely
similar services are sold on a standalone basis by the Company to similarly situated customers. If the amount of non-contingent revenues allocated to a
deliverable accounted for under the percentage-of-completion method of accounting is less than the costs to deliver such services, then such costs are
deferred and recognized in future periods when the revenues become non-contingent. Revenues are recognized in accordance with the Company’s accounting
policies for the separate deliverables when the services have value on a stand-alone basis, selling price of the separate deliverables exists and, in
arrangements that include a general right of refund relative to the completed deliverable, performance of the in-process deliverable is considered probable and
substantially in the Company’s control. While determining fair value and identifying separate deliverables require judgment, generally fair value and the
separate deliverables are readily identifiable as the Company also sells those deliverables unaccompanied by other deliverables.
Revenues recognized in excess of billings are recorded as Unbilled services. Billings in excess of revenues recognized are recorded as Deferred
revenues until revenue recognition criteria are met. Client prepayments (even if nonrefundable) are deferred and recognized over future periods as services
are delivered or performed.
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ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
Revenues before reimbursements (“net revenues”) include the margin earned on computer hardware, software and related services resale, as well as
revenues from alliance agreements. Reimbursements include billings for travel and other out-of-pocket expenses and third-party costs, such as the cost of
hardware, software and related services resale. In addition, Reimbursements include allocations from gross billings to record an amount equivalent to
reimbursable costs, where billings do not specifically identify reimbursable expenses. The Company reports revenues net of any revenue-based taxes
assessed by governmental authorities that are imposed on and concurrent with specific revenue-producing transactions.
Income Taxes
The Company calculates and provides for income taxes in each of the tax jurisdictions in which it operates. Deferred tax assets and liabilities, measured
using enacted tax rates, are recognized for the future tax consequences of temporary differences between the tax and financial statement bases of assets and
liabilities. A valuation allowance reduces the deferred tax assets to the amount that is more likely than not to be realized. The Company establishes liabilities or
reduces assets for uncertain tax positions when the Company believes those tax positions are not more likely than not of being sustained if challenged. Each
fiscal quarter, the Company evaluates these uncertain tax positions and adjusts the related tax assets and liabilities in light of changing facts and
circumstances.
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ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
Investments
All liquid investments with an original maturity greater than three months but less than one year are considered to be short-term investments. Non-current
investments are primarily non-marketable equity securities of privately held companies and are accounted for using either the equity or cost methods of
accounting, in accordance with the requirements of Accounting Standards Codification (“ASC”) 323, Investments—Equity Method and Joint Ventures.
Marketable securities are classified as available-for-sale investments and reported at fair value with changes in unrealized gains and losses recorded as a
separate component of Accumulated other comprehensive loss until realized. Interest and amortization of premiums and discounts for debt securities are
included in Interest income.
Cost method investments are periodically assessed for other-than-temporary impairment. For investments in privately held companies, if there are no
identified events or circumstances that would have a significant adverse effect on the fair value of the investment, the fair value is not estimated. If an
investment is deemed to have experienced an other-than-temporary decline below its cost basis, the Company reduces the carrying amount of the investment
to its quoted or estimated fair value, as applicable, and establishes a new cost basis for the investment.
Goodwill
Goodwill represents the excess of the purchase price of an acquired entity over the fair value of net assets acquired. The Company reviews the
recoverability of goodwill by reportable operating segment annually, or more frequently when indicators of impairment exist. Based on the results of its annual
impairment analysis, the Company determined that no impairment existed as of August 31, 2017 or 2016 , as each reportable operating segment’s estimated
fair value substantially exceeded its carrying value.
Long-Lived Assets
Long-lived assets, including deferred contract costs and identifiable intangible assets, are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset or group of assets may not be recoverable. Recoverability of long-lived assets or groups of assets
is assessed based on a comparison of the carrying amount to the estimated future net cash flows. If estimated future undiscounted net cash flows are less
than the carrying amount, the asset is considered impaired and a loss is recorded equal to the amount required to reduce the carrying amount to fair value.
Intangible assets with finite lives are generally amortized using the straight-line method over their estimated economic useful lives, ranging from one to
fifteen years.
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ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
Operating Expenses
Selected components of operating expenses were as follows:
Fiscal
2017 2016 2015
Research and development costs $ 704,317 $ 643,407 $ 625,541
Advertising costs 79,883 80,601 79,899
Provision for (release of) doubtful accounts (1) 10,117 15,312 (10,336)
_______________
(1) For additional information, see “Client Receivables, Unbilled Services and Allowances”.
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ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
The following standards, issued by the FASB, will, or are expected to, result in a change in practice and/or have a financial impact to the Company’s
Consolidated Financial Statements:
Accenture Adoption
Standard Description Date Impact on the Financial Statements or Other Significant Matters
2016-16 : Income The guidance requires an entity to recognize September 1, 2018 The adoption of this ASU will require the Company to record
Taxes: Intra-Entity the income tax consequences of intra-entity deferred tax assets on its Consolidated Balance Sheet at the
Transfers of Assets transfers, other than inventory, when the beginning of fiscal 2019. The deferred tax assets, which could be
Other Than transfer occurs. Under current guidance in up to $2.1 billion, represent income tax consequences of prior
Inventory U.S. GAAP, in the case of depreciable or intra-entity transfers of assets, which currently are recognized
amortizable assets, the income tax over the expected life of the assets. Beginning in fiscal 2019, the
consequences are deferred at the time of the Company will recognize incremental income tax expense as
intra-entity transfer and recognized as the these deferred tax assets are utilized. Initially, this could
assets are depreciated or amortized. The represent approximately a 3.5 percentage point increase in the
guidance requires modified retrospective annual effective tax rate. However, the actual impact of adoption
transition with a cumulative catch-up will depend on numerous factors, including activity for fiscal 2018
adjustment to opening retained earnings in and management’s expectations regarding recoverability of the
the period of adoption. related deferred taxes. Adoption will not have any impact on cash
flows.
2016-02 : Leases The guidance amends existing guidance to September 1, 2019 While the Company is continuing to assess the potential impact of
require lessees to recognize assets and this ASU, it currently believes the most significant impact relates
liabilities on the balance sheet for the rights to its accounting for office space operating leases. The Company
and obligations created by leases and to anticipates this ASU will have a material impact on its
disclose additional quantitative and Consolidated Balance Sheets but will not have a material impact
qualitative information about leasing on its other Consolidated Financial Statements or footnotes.
arrangements. The guidance requires a
modified retrospective method upon
adoption.
2014-09 : The guidance replaces most existing September 1, 2018 The Company performed an initial assessment of the impact of
(Accounting revenue recognition guidance in U.S. the ASU and developed a transition plan, including necessary
Standard GAAP. The core principle of the ASU is that changes to policies, processes, and internal controls as well as
Codification 606), an entity should recognize revenue for the system enhancements to generate the information necessary for
Revenue from transfer of goods or services equal to the the new disclosures. The project is on schedule for adoption on
Contracts with amount that it expects to be entitled to September 1, 2018 and the Company will apply the modified
Customers receive for those goods or services. The retrospective method. The Company expects revenue recognition
and related updates ASU requires additional disclosure about the across its portfolio of services to remain largely unchanged.
nature, amount, timing and uncertainty of However, the Company expects to recognize revenue earlier than
revenue and cash flows arising from it does under current guidance in a few areas, including
customer contracts, including significant accounting for variable fees and for certain consulting services,
judgments and changes in judgments. The which will be recognized over time rather than at a point in
guidance allows for both retrospective and time. While the Company has not finalized its assessment of the
modified retrospective methods of adoption. impact of the ASU, based on the analysis completed to date, the
Company does not currently anticipate that the ASU will have a
material impact on its Consolidated Financial Statements.
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ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
Fiscal
2017 2016 2015
Basic Earnings per share
Net income attributable to Accenture plc $ 3,445,149 $ 4,111,892 $ 3,053,581
Basic weighted average Class A ordinary shares 620,104,250 624,797,820 626,799,586
Basic earnings per share $ 5.56 $ 6.58 $ 4.87
Diluted Earnings per share
Net income attributable to Accenture plc $ 3,445,149 $ 4,111,892 $ 3,053,581
Net income attributable to noncontrolling interests in Accenture Holdings plc and Accenture Canada
Holdings Inc. (1) 149,131 195,560 178,925
Net income for diluted earnings per share calculation $ 3,594,280 $ 4,307,452 $ 3,232,506
Basic weighted average Class A ordinary shares 620,104,250 624,797,820 626,799,586
Class A ordinary shares issuable upon redemption/exchange of noncontrolling interests (1) 28,107,510 29,712,982 36,693,816
Diluted effect of employee compensation related to Class A ordinary shares 12,082,241 13,105,585 15,094,672
Diluted effect of share purchase plans related to Class A ordinary shares 169,226 153,887 168,996
Diluted weighted average Class A ordinary shares 660,463,227 667,770,274 678,757,070
Diluted earnings per share $ 5.44 $ 6.45 $ 4.76
_______________
(1) Diluted earnings per share assumes the redemption of all Accenture Holdings plc ordinary shares owned by holders of noncontrolling interests and the
exchange of all Accenture Canada Holdings Inc. exchangeable shares for Accenture plc Class A ordinary shares, on a one-for-one basis. The income
effect does not take into account “Net income attributable to noncontrolling interests—other,” since those shares are not redeemable or exchangeable
for Accenture plc Class A ordinary shares.
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ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
Fiscal
2017 2016 2015
Foreign currency translation
Beginning balance $ (919,963) $ (853,504) $ (324,596)
Foreign currency translation 164,073 (67,884) (524,729)
Income tax benefit (expense) (988) 2,120 6,520
Portion attributable to noncontrolling interests (13,165) (695) (10,699)
Foreign currency translation, net of tax 149,920 (66,459) (528,908)
Ending balance (770,043) (919,963) (853,504)
Marketable securities
Beginning balance (264) (1,561) —
Unrealized gain (loss) 1,758 2,231 (2,693)
Income tax benefit (expense) (183) (873) 1,056
Portion attributable to noncontrolling interests (68) (61) 76
Marketable securities, net of tax 1,507 1,297 (1,561)
Ending balance 1,243 (264) (1,561)
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ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
Depreciation expense for fiscal 2017, 2016 and 2015 was $362,817 , $327,736 and $311,305 , respectively.
Fiscal 2017
During fiscal 2017 , the Company completed a number of individually immaterial acquisitions for total consideration of $1,643,205 , net of cash acquired.
These acquisitions were completed primarily to expand the Company’s services and solutions offerings. In connection with these acquisitions, the Company
recorded goodwill of $1,350,969 and intangible assets of $328,776 . The intangible assets primarily consist of customer-related and contract-in-progress
intangibles, which are being amortized over one to twelve years. The goodwill was allocated among the reportable operating segments and is partially
deductible for U.S. federal income tax purposes.
Fiscal 2016
Business Combinations
On October 20, 2015 , the Company acquired Cloud Sherpas (through its holding company, Declarative Holdings, Inc.), a leader in cloud advisory and
technology services, for approximately $409,424 , net of cash acquired. This acquisition enhances the Company’s ability to provide clients with cloud strategy
and technology consulting, as well as cloud application implementation, integration and management services, and resulted in approximately 1,100 employees
joining the Company. In connection with this acquisition, the Company recorded goodwill of $385,337 , which was allocated to all five reportable operating
segments, and intangible assets of $66,522 , primarily related to customer-related intangibles. The goodwill is non-deductible for U.S. federal income tax
purposes. The intangible assets are being amortized over one to seven years. The pro forma effects of this acquisition on the Company’s operations were not
material.
During fiscal 2016, the Company also completed other individually immaterial acquisitions for total consideration of $458,892 , net of cash acquired.
These acquisitions were completed primarily to expand the Company’s services and solutions offerings. In connection with these acquisitions, the Company
recorded goodwill of $382,326 and intangible assets of $109,981 . The intangible assets primarily consist of customer-related and technology intangibles,
which are being amortized over one to ten years. The goodwill was allocated among the reportable operating segments and is partially deductible for U.S.
federal income tax purposes.
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ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
Divestiture
On January 26, 2016 , the Company completed the sale of Navitaire LLC (“Navitaire”), a wholly owned subsidiary of the Company that provides
technology and business solutions to the airline industry, to Amadeus IT Group, S.A. (“Amadeus”). Concurrent with the sale, the Company also entered into
several arrangements to provide services to Amadeus, principally infrastructure outsourcing, over five years. The Company received a total of $825,644 , net of
transaction costs and cash divested, of which $214,500 was recorded as deferred revenue attributable to arrangements to provide services to Amadeus. In
connection with the sale of Navitaire, the Company recorded a gain of $547,584 (reported in “Gain on sale of businesses” in the Consolidated Income
Statements) and recorded related income taxes of $55,759 . Approximately 600 Navitaire employees transferred to Amadeus as a part of this sale.
Joint Venture
On August 1, 2016 , the Company completed the transfer of its Duck Creek business to Apax Partners LLP in exchange for $196,198 , net of transaction
costs and cash divested, and a 40% non-controlling interest in the newly formed joint venture, Duck Creek Technologies LLC (“Duck Creek”). Duck Creek’s
business is to accelerate the innovation of claims, billing and policy administration software for the insurance industry. In connection with the transaction, which
resulted in the recording of the retained non-controlling interest at fair value, the Company recorded a gain of $301,239 (reported in “Gain on sale of
businesses” in the Consolidated Income Statements) and related income tax expense of $48,286 . The fair value of the Company’s retained interest in Duck
Creek was calculated based on the terms of the transfer and other factors related to the valuation of the non-controlling interest. Approximately 1,000
employees moved to Duck Creek as a part of this transaction.
Fiscal 2015
On March 25, 2015, the Company acquired Agilex Technologies, Inc., a provider of digital solutions for the U.S. federal government, for $264,444 , net of
cash acquired. This acquisition enhanced Accenture’s digital capabilities in analytics, cloud and mobility for federal agencies and resulted in approximately 730
employees joining the Company. In connection with this acquisition, the Company recorded goodwill of $206,123 , which was allocated to the Health & Public
Service operating segment, and intangible assets of $50,800 , primarily consisting of customer-related intangibles. The goodwill is non-deductible for U.S.
federal income tax purposes. The intangible assets are being amortized over one to eight years. The pro forma effects of this acquisition on the Company’s
operations were not material.
During fiscal 2015 , the Company also completed other individually immaterial acquisitions for total consideration of $510,236 , net of cash acquired.
These acquisitions were completed primarily to expand the Company’s services and solutions offerings. In connection with these acquisitions, the Company
recorded goodwill of $427,435 and intangible assets of $120,970 . The intangible assets primarily consist of customer-related and technology intangibles,
which are being amortized over one to eleven years. The goodwill was allocated among the reportable operating segments and is partially deductible for U.S.
federal income tax purposes.
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ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
Goodwill
The changes in the carrying amount of goodwill by reportable operating segment were as follows:
Foreign Foreign
August 31, Additions/ Currency August 31, Additions/ Currency August 31,
2015 Adjustments Translation 2016 Adjustments Translation 2017
Communications, Media &
Technology $ 364,824 $ 194,365 $ (12,623) $ 546,566 $ 220,406 $ 8,830 $ 775,802
Financial Services 713,430 149,811 (8,865) 854,376 280,569 16,079 1,151,024
Health & Public Service 588,893 130,787 (3,831) 715,849 214,316 4,209 934,374
Products 1,001,768 134,607 (23,384) 1,112,991 564,519 20,630 1,698,140
Resources 260,918 123,613 (4,876) 379,655 56,447 6,910 443,012
Total $ 2,929,833 $ 733,183 $ (53,579) $ 3,609,437 $ 1,336,257 $ 56,658 $ 5,002,352
Goodwill includes immaterial adjustments related to divestitures and prior period acquisitions.
Intangible Assets
The Company’s definite-lived intangible assets by major asset class were as follows:
Total amortization related to the Company’s intangible assets was $149,417 , $117,882 and $99,633 for fiscal 2017, 2016 and 2015 , respectively.
Estimated future amortization related to intangible assets held at August 31, 2017 is as follows:
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ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
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ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
net in the Consolidated Income Statement and for fiscal 2017, 2016 and 2015 , was not material. In addition, the Company did not discontinue any cash flow
hedges during fiscal 2017, 2016 or 2015 .
Other Derivatives
The Company also uses foreign currency forward contracts, which have not been designated as hedges, to hedge balance sheet exposures, such as
intercompany loans. These instruments are generally short-term in nature, with typical maturities of less than one year, and are subject to fluctuations in
foreign exchange rates. Realized gains or losses and changes in the estimated fair value of these derivatives were a net gain of $66,748 for fiscal 2017 and a
net loss of $84,293 and $257,783 for fiscal 2016 and 2015 , respectively . Gains and losses on these contracts are recorded in Other income (expense), net in
the Consolidated Income Statement and are offset by gains and losses on the related hedged items.
The Company utilizes 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, the Company
records derivative assets and liabilities at gross fair value. The potential effect of netting derivative assets against liabilities under the counterparty master
agreements was as follows:
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ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
Under the borrowing facilities described above, the Company had an aggregate of $195,998 and $168,663 of letters of credit outstanding as of August
31, 2017 and 2016 , respectively. In addition, the Company had total outstanding debt of $25,070 and $27,230 as of August 31, 2017 and 2016 , respectively.
In the fourth quarter of fiscal 2017, the Company entered into agreements that will allow it to establish a commercial paper program for short-term borrowings
of up to $1 billion , backed by its syndicated loan facility.
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ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
9. INCOME TAXES
Fiscal
2017 2016 2015
Current taxes
U.S. federal $ 152,002 $ 314,121 $ 617,488
U.S. state and local 17,269 38,255 72,133
Non-U.S. 1,175,962 835,653 906,229
Total current tax expense 1,345,233 1,188,029 1,595,850
Deferred taxes
U.S. federal (200,483) 8,588 (94,621)
U.S. state and local (26,069) 1,056 (11,245)
Non-U.S. (137,581) 56,296 (353,243)
Total deferred tax (benefit) expense (364,133) 65,940 (459,109)
Total $ 981,100 $ 1,253,969 $ 1,136,741
Fiscal
2017 2016 2015
U.S. sources (1) $ 251,456 $ 1,047,909 $ 1,321,511
Non-U.S. sources 4,364,576 4,555,663 3,089,019
Total $ 4,616,032 $ 5,603,572 $ 4,410,530
_______________
(1) Includes U.S.pension settlement charges of $509,793 and $64,382 for fiscal 2017 and 2015, respectively.
The reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate was as follows:
Fiscal
2017 2016 2015
U.S. federal statutory income tax rate 35.0 % 35.0 % 35.0 %
U.S. state and local taxes, net 1.3 1.1 1.3
Non-U.S. operations taxed at lower rates (18.0) (12.0) (15.4)
Final determinations (1) (3.6) (2.1) (5.1)
Other net activity in unrecognized tax benefits 8.4 2.7 3.2
Change in indefinite reinvestment assertion (0.6) (0.6) 5.6
Divestitures — (3.4) —
Excess tax benefits from share based payments (2.7) — —
Other, net 1.5 1.7 1.2
Effective income tax rate 21.3 % 22.4 % 25.8 %
_______________
(1) Final determinations include final agreements with tax authorities and expirations of statutes of limitations.
During fiscal 2015, the Company concluded that substantially all of the undistributed earnings of its U.S. subsidiaries would no longer be considered
indefinitely reinvested and recorded an estimated tax liability of $247,097 for withholding taxes payable on the distribution of these earnings. These earnings
were distributed in the form of a U.S. dividend declared and paid on August 26, 2015. The Company intends to indefinitely reinvest any future U.S. earnings.
As of August 31, 2017 , the Company had not recognized a deferred tax liability on $1,402,881 of undistributed
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ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
earnings for certain foreign subsidiaries, because these earnings are intended to be indefinitely reinvested. If such earnings were distributed, some countries
may impose additional taxes. The unrecognized deferred tax liability (the amount payable if distributed) is approximately $124,000 .
Portions of the Company’s operations are subject to reduced tax rates or are free of tax under various tax holidays which expire between fiscal 2018 and
2022 . Some of the holidays are renewable at reduced levels, under certain conditions, with possible renewal periods through 2032 . The income tax benefits
attributable to the tax status of these subsidiaries were estimated to be approximately $95,000 , $100,000 and $111,000 in fiscal 2017, 2016 and 2015 ,
respectively.
The effect on deferred tax assets and liabilities of enacted changes in tax laws and tax rates did not have a material impact on the Company’s effective
tax rate.
The components of the Company’s deferred tax assets and liabilities included the following:
The Company recorded valuation allowances of $1,564,554 and $1,243,207 as of August 31, 2017 and 2016 , respectively, against deferred tax assets
principally associated with certain tax credit and tax net operating loss carryforwards, as the Company believes it is more likely than not that these assets will
not be realized. For all other deferred tax assets, the Company believes it is more likely than not that the results of future operations will generate sufficient
taxable income to realize these deferred tax assets. During fiscal 2017 , the Company recorded a net increase of $321,347 in the valuation allowance. The
majority of this change related to valuation allowances on certain tax credit carryforwards, as the Company believes it is more likely than not that these assets
will not be realized.
The Company had tax credit carryforwards as of August 31, 2017 of $1,419,506 , of which $29,674 will expire between 2018 and 2027 , $3,885 will
expire between 2028 and 2037 , and $1,385,947 has an indefinite carryforward period. The Company had net operating loss carryforwards as of August 31,
2017 of $756,010 . Of this amount, $209,066 expires between 2018 and 2027 , $255,183 expires between 2028 and 2037 , and $291,761 has an indefinite
carryforward period.
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ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
As of August 31, 2017 , the Company had $945,850 of unrecognized tax benefits, of which $609,555 , if recognized, would favorably affect the
Company’s effective tax rate. As of August 31, 2016 , the Company had $985,755 of unrecognized tax benefits, of which $508,313 , if recognized, would
favorably affect the Company’s effective tax rate. The remaining unrecognized tax benefits as of August 31, 2017 and 2016 of $336,295 and $477,442 ,
respectively, represent items recorded as adjustments to fiscal 2016 equity and offsetting tax benefits associated with the correlative effects of potential
transfer pricing adjustments, state income taxes and timing adjustments.
A reconciliation of the beginning and ending amounts of unrecognized tax benefits was as follows:
Fiscal
2017 2016
Balance, beginning of year $ 985,755 $ 997,935
Additions for tax positions related to the current year 204,321 163,097
Additions for tax positions related to prior years 254,274 126,353
Reductions for tax positions related to prior years (250,135) (63,782)
Statute of limitations expirations (41,544) (208,295)
Settlements with tax authorities (221,999) (3,703)
Foreign currency translation 15,178 (25,850)
Balance, end of year $ 945,850 $ 985,755
The Company recognizes interest and penalties related to unrecognized tax benefits in the Provision for income taxes. During fiscal 2017, 2016 and 2015
, the Company recognized expense (benefit) of $37,350 , $8,681 and $(17,373) in interest and penalties, respectively. Accrued interest and penalties related to
unrecognized tax benefits of $98,204 ( $87,417 , net of tax benefits) and $109,269 ( $95,057 , net of tax benefits) were reflected on the Company’s
Consolidated Balance Sheets as of August 31, 2017 and 2016 , respectively.
The Company has participated in the U.S. Internal Revenue Service (“IRS”) Compliance Assurance Program (“CAP”) since the 2016 fiscal year. As part
of CAP, tax years are audited on a contemporaneous basis so that most issues are resolved prior to the filing of the tax return. The audit by the IRS for fiscal
2013 and 2014 closed during fiscal 2017. By agreement with the IRS, the Company filed an amended return for fiscal 2015 with adjustments to which the IRS
agreed.The Company is also currently under audit in numerous state and non-U.S. tax jurisdictions. Although the outcome of tax audits is always uncertain and
could result in significant cash tax payments, the Company does not believe the outcome of these audits will have a material adverse effect on the Company’s
consolidated financial position or results of operations. With limited exceptions, the Company is no longer subject to income tax audits by taxing authorities for
the years before 2009. The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease by approximately $422,000 or
increase by approximately $306,000 in the next 12 months as a result of settlements, lapses of statutes of limitations, tax audit activity and other adjustments.
The majority of these amounts relate to transfer pricing matters in both U.S. and non-U.S. tax jurisdictions.
As previously disclosed, in December 2016, the Swiss Federal Tax Administration notified a subsidiary of Accenture that it had opened an investigation to
examine the tax treatment of an August 2010 intercompany transfer of certain intellectual property. In June 2017, we resolved this matter with the Swiss tax
authorities and, in connection with that resolution, agreed to a final assessment of prior year taxes, which were paid in June.
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ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
Assumptions
The weighted-average assumptions used to determine the defined benefit pension obligations as of August 31 and the net periodic pension expense
were as follows:
Beginning in fiscal 2016, the Company changed the method it uses to estimate the service and interest cost components of net periodic pension
expense. Historically, the Company selected a discount rate for the U.S. plans by matching the plans’ cash flows to that of the average of two yield curves that
provide the equivalent yields on zero-coupon corporate bonds for each maturity. The discount rate assumption for the non-U.S. Plans primarily reflected the
market rate for high-quality, fixed-income debt instruments. Beginning in fiscal 2016, the Company utilized a full yield curve approach to estimate these
components by applying specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. The
Company made this change to improve the correlation between projected benefit cash flows and the corresponding yield curve spot rates and to provide a
more precise measurement of service and interest costs. This change does not affect the measurement of the Company’s total benefit obligations. The
Company accounted for this change as a change in estimate and, accordingly, recognized its effect prospectively beginning in fiscal 2016.
The discount rate assumptions are based on the expected duration of the benefit payments for each of the Company’s defined benefit pension and
postretirement plans as of the annual measurement date and are subject to change each year.
The expected long-term rate of return on plan assets should, over time, approximate the actual long-term returns on defined benefit pension and
postretirement plan assets and is based on historical returns and the future expectations for returns for each asset class, as well as the target asset allocation
of the asset portfolio.
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ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
The Company’s U.S. postretirement plan assumed annual rate of increase in the per capita cost of health care benefits is 7.2% for the plan year ending
June 30, 2018. The rate is assumed to decrease on a straight-line basis to 4.5% for the plan year ending June 30, 2038 and remain at that level thereafter. A
one percentage point increase in the assumed health care cost trend rates would increase the benefit obligation by $83,430 , while a one percentage point
decrease would reduce the benefit obligation by $64,701 .
U.S. Defined Benefit Pension Plan Settlement Charges
In May 2017, the Company settled its U.S. pension plan obligations. Plan participants elected to receive either a lump-sum distribution or to transfer
benefits to a third-party annuity provider. As a result of the settlement, the Company was relieved of any further obligation under its U.S. pension plan. During
fiscal 2017, the Company recorded a pension settlement charge of $509,793 , and related income tax benefits of $198,219 . The charge primarily consisted of
unrecognized actuarial losses of $460,908 previously included in Accumulated other comprehensive loss. In connection with the settlement, the Company
made a $118,500 cash contribution ( $48,885 related to additional actuarial losses and $69,615 to fund previously recorded pension liabilities). In connection
with the plan termination, the Company created a separate defined benefit plan, with substantially the same terms as the terminated plan, for approximately
600 active employees who are currently eligible to accrue benefits.
During fiscal 2015, the Company offered a voluntary one-time lump sum payment option to certain eligible former employees who had vested benefits
under the Company’s U.S. pension plan that, if accepted, would settle the Company’s pension obligations to them. This resulted in lump sum payments from
plan assets of $279,571 during fiscal 2015. As a result of this settlement and the adoption of the new U.S. mortality tables released by the Society of Actuaries,
the Company remeasured the assets and liabilities of the U.S. pension plan, which in aggregate resulted in a net reduction to the projected benefit obligation of
$179,938 as well as a non-cash settlement charge of $64,382 , pre-tax, during fiscal 2015.
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ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
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ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
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ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
Investment Strategies
Risk Management
Plan investments are exposed to risks including market, interest rate and operating risk. In order to mitigate significant concentrations of these risks, the
assets are invested in a diversified portfolio primarily consisting of fixed income instruments and equities. To minimize asset volatility relative to the liabilities,
plan assets allocated to debt securities appropriately match the duration of individual plan liabilities. Equities are diversified between U.S. and non-U.S. index
funds and are intended to achieve long term capital appreciation. Plan asset allocation and investment managers’ guidelines are reviewed on a regular basis.
Plan Assets
The Company’s target allocation for fiscal 2018 and weighted-average plan assets allocations as of August 31, 2017 and 2016 by asset category for
defined benefit pension plans were as follows:
2018 Target
Allocation 2017 2016
U.S. Non-U.S. U.S. Non-U.S. U.S. Non-U.S.
Plans Plans Plans Plans Plans Plans
Asset Category
Equity securities —% 38% —% 30% —% 29%
Debt securities 99 49 94 58 75 58
Cash and short-term investments 1 3 6 2 25 2
Insurance contracts — 6 — 6 — 7
Other — 4 — 4 — 4
Total 100% 100% 100% 100% 100% 100%
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ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
The fair values of defined benefit pension and postretirement plan assets as of August 31, 2017 were as follows:
Non-U.S. Plans
Level 1 Level 2 Level 3 Total
Equity
Mutual fund equity securities $ — $ 347,781 $ — $ 347,781
Fixed Income
Non-U.S. government debt securities 105,331 — — 105,331
Mutual fund debt securities 3,093 560,606 — 563,699
Cash and short-term investments 16,072 9,059 — 25,131
Insurance contracts — 69,754 — 69,754
Other — 42,432 — 42,432
Total $ 124,496 $ 1,029,632 $ — $ 1,154,128
The U.S. Plans have $231,170 in Level 2 assets, primarily made up of U.S. corporate debt securities of $130,245 and U.S. government, state and local
debt securities of $59,743 .
Expected Contributions
Generally, annual contributions are made at such times and in amounts as required by law and may, from time to time, exceed minimum funding
requirements. The Company estimates it will pay approximately $88,919 in fiscal 2018 related to contributions to its U.S. and non-U.S. defined benefit pension
plans and benefit payments related to the unfunded frozen plan for former pre-incorporation partners. The Company has not determined whether it will make
additional voluntary contributions for its defined benefit pension plans. The Company’s postretirement plan contributions in fiscal 2018 are not expected to be
material to the Company’s Consolidated Financial Statements.
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ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
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ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
Stock Options
There were no stock options granted during fiscal 2017, 2016 or 2015 . As of August 31, 2017 the Company had 15,719 stock options outstanding and
exercisable at a weighted average exercise price of $38.02 and a weighted average remaining contractual term of 2 years.
2010 ESPP
The Amended and Restated Accenture plc 2010 Employee Share Purchase Plan (the “2010 ESPP”) is a nonqualified plan that provides eligible
employees of Accenture plc and its designated affiliates with an opportunity to purchase Accenture plc Class A ordinary shares through payroll deductions.
Under the 2010 ESPP, eligible employees may purchase Accenture plc Class A ordinary shares through the Employee Share Purchase Plan (the “ESPP”) or
the Voluntary Equity Investment Program (the “VEIP”). Under the ESPP, eligible employees may elect to contribute 1% to 10% of their eligible compensation
during each semi-annual offering period (up to $7.5 per offering period) to purchase Accenture plc Class A ordinary shares at a discount. Under the VEIP,
eligible members of Accenture Leadership may elect to contribute up to 30% of their eligible compensation towards the monthly purchase of Accenture plc
Class A ordinary shares at fair market value. At the end of the VEIP program year, Accenture Leadership participants who did not withdraw from the program
will be granted restricted share units under the Amended 2010 SIP equal to 50% of the number of shares purchased during that year and held by the
participant as of the grant date.
A maximum of 90,000,000 Accenture plc Class A ordinary shares may be issued under the 2010 ESPP. As of August 31, 2017 , the Company had
issued 48,683,552 Accenture plc Class A ordinary shares under the 2010 ESPP. The Company issued 6,103,977 , 5,850,113 and 6,232,031 shares to
employees in fiscal 2017, 2016 and 2015 , respectively, under the 2010 ESPP.
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ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
Accenture plc
Ordinary Shares
The Company has 40,000 authorized ordinary shares, par value €1 per share. Each ordinary share of Accenture plc entitles its holder to receive
payments upon a liquidation of Accenture plc; however a holder of an ordinary share is not entitled to vote on matters submitted to a vote of shareholders of
Accenture plc or to receive dividends.
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ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
Equity of Subsidiaries Redeemable or Exchangeable for Accenture plc Class A Ordinary Shares
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ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
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ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
Dividends
The Company’s dividend activity during fiscal 2017 was as follows:
Accenture Holdings plc Ordinary
Accenture plc Class A Shares and Accenture Canada
Ordinary Shares Holdings Inc. Exchangeable Shares
Dividend Per Total Cash
Dividend Payment Date Share Record Date Cash Outlay Record Date Cash Outlay Outlay
November 15, 2016 $ 1.21 October 21, 2016 $ 750,137 October 18, 2016 $ 34,990 $ 785,127
May 15, 2017 1.21 April 13, 2017 748,597 April 10, 2017 33,854 782,451
Total Dividends $ 1,498,734 $ 68,844 $ 1,567,578
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 September 25, 2017 , the Board of Directors of Accenture plc declared a semi-annual cash dividend of $1.33 per share on its Class A ordinary shares
for shareholders of record at the close of business on October 19, 2017 . On September 26, 2017 , the Board of Directors of Accenture Holdings plc declared a
semi-annual cash dividend of $1.33 per share on its ordinary shares for shareholders of record at the close of business on October 17, 2017 . Both dividends
are payable on November 15, 2017 . The payment of the cash dividends will result in the issuance of an immaterial number of additional restricted share units
to holders of restricted share units.
Future minimum rental commitments under non-cancelable operating leases as of August 31, 2017 were as follows:
Operating Operating
Lease Sublease
Payments Income
2018 $ 561,743 $ (25,881)
2019 505,648 (24,261)
2020 451,870 (20,484)
2021 405,222 (14,796)
2022 353,254 (6,695)
Thereafter 1,429,137 (44,368)
$ 3,706,874 $ (136,485)
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ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
Commitments
The Company has the right to purchase or may also be required to purchase substantially all of the remaining outstanding shares of its Avanade Inc.
subsidiary (“Avanade”) not owned by the Company at fair value if certain events occur. Certain holders of Avanade common stock and options to purchase the
stock have put rights that, under certain circumstances and conditions, would require Avanade to redeem shares of its stock at fair value. As of August 31,
2017 and 2016 , the Company has reflected the fair value of $52,996 and $54,221 , respectively, related to Avanade’s redeemable common stock and the
intrinsic value of the options on redeemable common stock in Other accrued liabilities in the Consolidated Balance Sheets.
Legal Contingencies
As of August 31, 2017 , the Company or its present personnel had been named as a defendant in various litigation matters. The Company and/or its
personnel also from time to time are involved in investigations by various regulatory or legal authorities concerning matters arising in the course of its business
around the world. Based on the present status of these matters, management believes the range of reasonably possible losses in addition to amounts accrued,
net of insurance recoveries, will not have a material effect on the Company’s results of operations or financial condition.
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ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
Fiscal
Health &
Communications, Media & Financial Public
2017 Technology Services Service Products Resources Other (3) Total
Net revenues $ 6,884,738 $ 7,393,945 $ 6,177,846 $ 9,500,451 $ 4,847,073 $ 46,129 $ 34,850,182
Depreciation and amortization (1) 148,690 147,343 143,659 228,400 133,697 — 801,789
Operating income 1,048,786 1,207,391 772,785 1,558,680 554,760 (509,793) 4,632,609
Net assets as of August 31 (2) 916,325 155,386 911,605 1,299,898 953,820 112,264 4,349,298
2016
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ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
Revenues are attributed to geographic regions and countries based on where client services are supervised. Information regarding geographic regions
and countries is as follows:
The Company’s business in the United States represented 45% , 46% and 43% of its consolidated net revenues during fiscal 2017, 2016 and 2015 ,
respectively. No other country individually comprised 10% or more of the Company’s consolidated net revenues during these periods. Business in Ireland, the
Company’s country of domicile, represented approximately 1% of its consolidated net revenues during each of fiscal 2017, 2016 and 2015 .
The Company conducts business in Ireland and in the following countries that hold 10% or more of its total consolidated Property and equipment, net:
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ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
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ACCENTURE PLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
F- 43
Exhibit 10.30
ACCENTURE LLP
LEADERSHIP SEPARATION BENEFITS PLAN
TABLE OF CONTENTS
Page Number
INTRODUCTION 1
ELIGIBILITY 1
PARTICIPATION 2
SEPARATION BENEFITS 3
REEMPLOYMENT 5
ADMINISTRATION 6
GENERAL 7
CERTIFICATE OF ADOPTION 12
GLOSSARY OF TERMS 13
i SEPTEMBER 2016
INTRODUCTION
Accenture LLP (“Accenture”) adopted this restated Accenture LLP Leadership Separation Benefits Plan (f/k/a the Accenture LLP Senior
Executive Separation Benefits Plan) (the “Program”), originally effective as of April 15, 2010 (the “Effective Date”), for the benefit of the
Eligible Employees. The Program is hereby restated effective as of November 1, 2012. The Program is an unfunded welfare benefit plan for
purposes of the Employee Retirement Income Security Act of 1974, as amended (hereinafter “ERISA”), a severance pay plan within the
meaning of Department of Labor Reg. § 2510.3-2(b) and an involuntary separation pay program under Treas. Reg. § 1.409A-1(b)(9)(iii).
Except as otherwise set forth in this document, the Program supersedes each prior Accenture severance plan, program or policy covering an
Eligible Employee, both formal and informal, including, but not limited to, the Accenture United States Separation Benefits Plan. The purpose
of the Program is to provide an Eligible Employee who is involuntarily terminated from Accenture with Separation Benefits. This document
serves as both the plan document and summary plan description under ERISA.
ELIGIBILITY
An Eligible Employee shall become a Participant, and shall receive Separation Benefits subject to the terms and conditions of the Program, if
the Eligible Employee’s employment with Accenture is involuntarily terminated in connection with the Program and the Eligible Employee
submits (and does not later revoke) a signed Separation Agreement to Accenture by the stated deadline below.
In no event, however, will an Eligible Employee become a Participant in the Program if any of the following applies to the Eligible Employee:
• the Eligible Employee is offered a Comparable Position with Accenture (or an Affiliate) prior to the Eligible Employee’s Termination
Date;
• the Eligible Employee’s employment terminates because of his voluntary termination, job abandonment, death, or any reason other
than in connection with the Program;
• the Eligible Employee requests to return to employment with Accenture following an unpaid leave of absence or a period of long-term
disability, and Accenture determines that there are no available positions for which the Eligible Employee is qualified; provided,
however, this provision shall not apply to an Eligible Employee returning from a leave of absence which has a legally-protected status
(such as Family and Medical Leave Act (FMLA) leave);
• in connection with a business transaction involving Accenture or an Affiliate (including, without limitation, a sale of assets of
Accenture, an outsourcing transaction, or a contractual arrangement with a third party), the Eligible Employee is offered a position
with the other party to the transaction (or one of its affiliates) prior to the Eligible Employee’s Termination Date;
1 SEPTEMBER 2016
• the Eligible Employee becomes eligible to receive long-term disability benefits from Accenture;
• the Eligible Employee fails to comply with any condition set forth in the Program; or
• the Eligible Employee participates in the Career Services for Executives Program.
Though participants terminated for “Cause” or “Deficient Performance” are not eligible for plan benefits, residents of Puerto Rico still may be
eligible for legislatively-required severance payments, provided the circumstances of the separation do not meet the definition of “Just Cause”
under P.R. Act No. 80.
All determinations of eligibility for the Program shall be made by Accenture in its sole discretion.
PARTICIPATION
Only Participants are eligible for Separation Benefits. Subject to the terms and conditions of the Program, a Participant whose employment is
involuntarily terminated in connection with the Program shall be entitled to the Separation Benefits set forth in the applicable appendix.
Eligible Employees will be required to sign a Separation Agreement and all other documentation to become a Participant and receive
Separation Benefits. Eligible Employees shall also be required to sign a document entitled “Amendment to Restricted Share Unit and Other
Grant Agreements” that shall be included in the Participant’s departure documentation. Eligible Employees shall be advised to consult a
personal attorney to review the Separation Agreement.
An Eligible Employee must submit a signed Separation Agreement to Accenture not earlier than his or her Termination Date and not after the
deadline set forth in the Separation Agreement. An Eligible Employee may have a right to revoke the Separation Agreement. If such a right
exists, it shall be set forth in the Separation Agreement. Any such revocation must be in writing and must be received by Accenture during the
time frame set forth in the Separation Agreement. An Eligible Employee who chooses not to submit a signed Separation Agreement to
Accenture or who effectively revokes the signed Separation Agreement, shall nonetheless terminate employment as of his or her Termination
Date but will not be eligible to receive Separation Benefits. As noted above, Separation Agreements will not be accepted prior to an Eligible
Employee’s Termination Date nor after the deadline set forth in the Separation Agreement.
Signed Separation Agreements (and any other accompanying documents to be signed) must be faxed to Accenture Exit Services Team at
(312) 737-9391, scanned and emailed to AccNA.Exits.Team@accenture.com or mailed to the following address:
Accenture Exit Services Team
c/o HR Transactions
6415 Babcock, Suite 100
San Antonio, TX 78249-2963
2 SEPTEMBER 2016
In the event an Eligible Employee breaches the provisions of the Separation Agreement, the payment of Separation Benefits shall cease and
Accenture shall exercise, and the Eligible Employee shall be bound by, the remedies provided in the Separation Agreement.
SEPARATION BENEFITS
An Eligible Employee who complies with each term in this Plan and each term in the Separation Agreement shall be entitled to the following
Separation Benefits.
Separation Pay
The amount of Separation Pay that a Participant shall be entitled to receive depends upon the circumstances of the Participant’s termination
and his or her Years of Service, as described in the charts below.
Standard Package
Each Participant terminated other than for Performance Reasons shall be entitled to receive Separation Pay which shall consist of (1) a base
benefit determined by the Participant’s career level as of the Termination Date, (2) a variable benefit based on the Participant’s Years of
Service, and (3) a COBRA Payment (more fully described below). The total amount of a Participant’s base and variable benefits are subject
to a maximum as set forth below.
Performance Package
Each Participant terminated for Performance Reasons shall be entitled to receive Separation Pay as outlined below:
Unless otherwise required by law and except as provided in the following sentence, Separation Pay shall be paid in a single lump sum on the
next regular payroll date following the date Accenture receives the signed Separation Agreement or, in the case of a Participant entitled to
revoke the signed Separation Agreement, the next regular payroll date following the date the applicable revocation period expires (or as soon
as administratively practicable thereafter in accordance with Accenture’s payroll procedures). Notwithstanding the preceding sentence, the
Plan Administrator may, in his or her sole discretion, elect to provide the Separation Pay on a
3 SEPTEMBER 2016
payroll-by-payroll basis in lieu of a single lump sum. If a Participant dies before receiving full payment of his Separation Pay, such amounts
will be paid to his estate.
If a Participant is on a short-term disability (“STD”) leave as of his or her Termination Date or was scheduled to commence an STD leave no
later than thirty (30) days following his or her Termination Date, the Participant’s Separation Pay also shall include additional Weeks of Pay
(as described below) for the lesser of (i) the number of weeks (if any) remaining in the paid-time portion of his or her scheduled STD leave, or
(ii) eight (8) weeks. Notwithstanding the foregoing, if the number of weeks in (or remaining in) the paid-time portion of a Participant’s
scheduled leave is not known prior to the payment of his or her Separation Pay, the Participant shall receive eight (8) Weeks of Pay. For
purposes of this paragraph only, a “Week of Pay” means a Participant’s STD pay as determined by Accenture in accordance with Accenture’s
Short-Term Disability Leave Policy, as amended from time to time.
As additional consideration for signing and not later revoking the Separation Agreement, each Participant, including a Participant terminated
for Performance Reasons, shall be entitled to participate in a Managing Director Professional Outplacement Services program to be provided
by an outside firm selected by Accenture. Each Participant shall receive from Accenture separate, detailed information about the Professional
Outplacement Services program, including the duration of the program, the types of available services, how to enroll, and the locations of
available programs. No Participant may receive cash in lieu of the Professional Outplacement Services. A Participant must enroll in the
Professional Outplacement Services program in order to participate; enrollment is not automatic. A Participant may enroll in the Professional
Outplacement Services program not before the later of the date the Participant submits the Separation Agreement or, in the case of a
Participant entitled to revoke the Separation Agreement, upon expiration of the applicable Separation Agreement. A Participant must enroll in
the Professional Outplacement Services program no later than sixty (60) days after the Termination Date or, in the case of a Participant
entitled to revoke the Separation Agreement, no later than sixty (60) days after the date the revocation period expires.
COBRA Payment
The Participant shall be entitled to receive the COBRA Payment whether or not the Participant is enrolled for coverage in the Active Medical
Plan and/or Dental Plan and whether or not the Participant elects COBRA Continuation Coverage. To receive COBRA Continuation
Coverage, a Participant must elect such coverage in accordance with the terms of the Active Medical Plan and/or Dental Plan and otherwise
comply with the terms and conditions that apply.
Equity Compensation
A Participant’s termination of employment affects his or her rights and responsibilities under the various forms of equity compensation
received during employment. These may include Founders Shares, Promotion Awards, Celebratory Awards, awards under the Bonus Share
Program and may include restricted stock units and stock options. The type of award, the Participant’s age and the date the equity was
awarded, among other factors, may all be relevant
4 SEPTEMBER 2016
for determining how termination of employment affects equity compensation. Each Participant should review the terms of the applicable
equity compensation plan document and grant agreements to determine how termination of employment affects equity compensation.
As a condition of receiving Separation Benefits under the Program, an Eligible Employee must return to Accenture all Accenture property
(e.g., building keys, credit cards, documents and records, identification cards, office equipment, portable computers, car/mobile phones,
parking cards, computer diskettes). In addition, the balance of any expense against an Eligible Employee’s Accenture personnel number must
be zero, an Eligible Employee must submit final time reports, submit all outstanding expense receipts, and have no balance on any
Accenture‑related credit cards or credit accounts, including but not limited to a Corporate American Express card. If an Eligible Employee
has a credit card or credit account balance, the Plan Administrator may require such Eligible Employee to pay the entire outstanding balance
in full within sixty (60) days of the Termination Date before he or she may be entitled to receive Separation Benefits. Any Accenture property
must be returned to Accenture no later than the Eligible Employee’s Termination Date.
Accenture reserves the right, exercisable in its sole discretion, to reduce (on a dollar-for-dollar basis) the amount of any Separation Benefits
payable to a Participant under the Program by any disability, severance, separation, termination pay, or pay-in-lieu of notice amounts that
Accenture pays or is required to pay to the Participant through insurance or otherwise under any plan or contract of Accenture (including the
amount of any compensation payable and the value of any benefits to be provided during any notice period under an employment agreement
with Accenture or any Affiliate) or under any federal or state law (other than unemployment compensation). In addition, Accenture reserves
the right, exercisable in its sole discretion, to reduce the amount of Separation Benefits payable to a Participant under the Program by the
amount, if any, that the Participant owes Accenture (or an Affiliate).
As a condition of receiving any Separation Benefits under the Program, each Eligible Employee must: (i) continue to exhibit professional
conduct in the workplace; (ii) adhere to all Accenture practices and policies; (iii) perform his or her regular job duties and responsibilities in
accordance with required performance standards; (iv) successfully transition job activities; and (v) cooperate with Accenture personnel in
matters relating to his or her position or termination. If an Eligible Employee does not comply with the foregoing requirements during and
after the remainder of his or her employment, as determined by the Plan Administrator in its sole discretion, such Eligible Employee shall
forfeit all benefits under the Program.
REEMPLOYMENT
If a Participant accepts a job offer from Accenture or an Affiliate after his Termination Date, but prior to payment of his Separation Benefits,
the Participant shall not be entitled to receive Separation Benefits. If a Participant is re-employed by Accenture or an Affiliate after receiving
Separation Pay, he must repay to Accenture an amount equal to his Separation Pay but not the
5 SEPTEMBER 2016
cost of any Professional Outplacement Services. Such repayment must be made within fifteen (15) days following reemployment (or such
later date as may be specified by Accenture). A Participant will not, however, be required to repay Separation Pay in the following
circumstances:
• A Participant will not be required to repay any portion of the Separation Pay if Accenture decides not to apply this requirement to such
Participant. Accenture has complete discretion to decide whether (and to what extent) to require repayment by any particular
Participant, taking into account, among other things, the best interests of Accenture and its Affiliates.
• A Participant will not be required to repay his Separation Pay if such Participant is rehired by Accenture or an Affiliate after a period
equal to the total number of weeks represented by that Participant’s Separation Pay. If a Participant is rehired by Accenture or an
Affiliate prior to expiration of the period equal to the total number of weeks represented by that Participant’s Separation Pay, the
Participant shall be required to repay a prorated portion of that Participant’s Separation Pay.
Notwithstanding any other provision of the Program, a Participant shall reimburse Accenture for the full amount of Separation Benefits
received by the Participant under the Program if the Participant subsequently discloses any of Accenture’s (or an Affiliate’s) trade secrets,
violates any written covenants or agreements with Accenture or an Affiliate, including but not limited to non-compete and non-solicitation
provisions in any employment or equity agreement, or otherwise engages in conduct that may adversely affect Accenture’s (or an Affiliate’s)
reputation or business relations. In addition, any Participant described in the preceding sentence shall forfeit any right to benefits under the
Program that have not yet been paid. Accenture shall take such steps as it deems necessary or desirable to enforce the provisions of this
subsection.
ADMINISTRATION
Accenture is responsible for the administration and operation of the Program. Accenture is the Program’s “plan administrator” and “named
fiduciary” (within the meaning of such terms under ERISA). Accenture may adopt from time to time such rules as may be necessary or
desirable for the proper and efficient administration of the Program and as are consistent with the terms of the Program. These rules will be
applied on a uniform basis to similarly situated individuals. In administering the Program, Accenture shall have the authority, exercisable in
its sole discretion, to construe and interpret the provisions of the Program and to make factual determinations thereunder, including the
discretionary authority to determine the eligibility of employees (or other individuals) and the amount of benefits payable under the Program.
Any decisions made by Accenture shall be final and conclusive with respect to all questions concerning the Program. No benefits will be
provided to any individual under the Program unless Accenture decides in its sole discretion that the individual is entitled to benefits under the
Program. Accenture may delegate to one or more of its employees or other persons the responsibility for performing Accenture’s powers,
rights, and duties under the terms of the Program and may seek such expert advice as Accenture deems necessary with respect to the Program.
6 SEPTEMBER 2016
GENERAL
Information to be Furnished by Participants . Each Participant must furnish to Accenture such documents, evidence, data, or other
information as Accenture considers necessary or desirable for the purpose of administering the Program. Benefits under the Program for each
Participant are provided on the condition that the Participant will furnish full, true, and complete data, evidence, or other information and that
the Participant will promptly sign any document required under the Program or requested by Accenture.
Employment Rights . The Program does not constitute a contract of employment and participation in the Program will not give a Participant
the right to be rehired or retained in the employ of Accenture on any basis, nor will participation in the Program give any Participant any right
or claim to any benefit under the Program, unless such right or claim has specifically accrued under the terms of the Program.
Decision Final . Any interpretation of the Program or any decision on any matter within the sole discretion of Accenture made by Accenture
is binding on all persons.
Evidence . Evidence required of anyone under the Program may be by certificate, affidavit, document, or other information which the person
relying thereon considers pertinent and reliable, and signed, made, or presented by the proper party or parties.
Gender and Number . Where the context permits, words in the masculine gender shall include the feminine and neuter genders, the plural
shall include the singular, and the singular shall include the plural.
Controlling Laws . Except to the extent superseded by ERISA, the internal laws of the State of Illinois shall apply to all matters related the
Program (including questions of conflicts of law).
Interests Not Transferable . Except as otherwise set forth in this document, the interests of persons entitled to benefits under the Program are
not subject to their debts or other obligations and, except as may be required by the tax withholding provisions of the Internal Revenue Code
of 1986, as amended, or any state’s income tax act, or pursuant to an agreement between a Participant and Accenture, may not be voluntarily
sold, transferred, alienated, assigned, or encumbered.
Mistake of Fact . Any mistake of fact or misstatement of fact shall be corrected when it becomes known and proper adjustment made by
reason thereof. A Participant must repay to Accenture any benefits paid under this Program by mistake of fact or law.
Severability . In the event any provision of the Program is held to be illegal or invalid for any reason, such illegality or invalidity shall not
affect the remaining parts of the Program, and the Program shall be construed and enforced as if such illegal or invalid provisions had never
been included in the Program.
Withholding . Accenture reserves the right to withhold from any amounts payable under this Program all federal, state, city, and local taxes
as shall be legally required, as well as any other
7 SEPTEMBER 2016
amounts authorized or required by Accenture policy including, but not limited to, withholding for garnishments and judgments or other court
orders.
Effect on Other Plans . Payments or benefits provided to a Participant under any deferred compensation, savings, retirement, or other
employee benefit plan of Accenture are governed solely by the terms of such plan. Nothing in this Program shall limit Accenture’s right to, at
any time or for any reason, modify, amend, or terminate any of Accenture’s employee benefit or compensation plans, programs, policies, or
arrangements.
Unfunded Benefit . All benefits payable under this Program shall be paid directly by Accenture out of its general assets. Accenture shall not
be required to segregate on its books or otherwise any amount to be used for the payment of benefits under this Program.
Accenture reserves the right to amend the Program at any time and to alter, reduce, or eliminate any benefit under the Program (in whole or in
part) at any time or to terminate the Program at any time, as to any class or classes of employees (including former employees), without prior
notice. Any amendment of the Program may be made by proper action of an officer of Accenture. No employee, officer, director, or agent of
Accenture has the authority to alter, vary, or modify the terms of the Program, except by means of an authorized amendment to the Program.
No verbal or written representations contrary to the terms of the Program and its proper amendments shall be binding upon Accenture or the
Program.
No person needs to apply for benefits under the Program. However, if a Participant wishes to file a claim for benefits, he or she (or his or her
authorized representative) may make a claim by filing a written description of the claim with Accenture. Accenture will notify the claimant in
writing if the claim is granted. If the claim is denied, Accenture will notify the claimant of its decision, setting forth the specific reasons for
the denial, references to the Program provisions on which the denial is based, additional information necessary to perfect the claim, if any, and
a description of the procedure for review of the denial. Any written claim decision will be sent to the claimant within 90 days (or 180 days if
extension is warranted by special circumstances) after Accenture received the claim.
A claimant may request a review of a complete or partial denial of the claim for benefits. Any such request must be in writing and must be
received by Accenture within 60 days after the claimant received the notice of the denial of the claim. The claimant will be entitled to review
pertinent Program documents and submit written issues and comments to Accenture. Within 60 days (or 120 days if extension is warranted by
special circumstances) after Accenture receives the request for review, Accenture will furnish the claimant with written notice of its decision,
setting forth the specific reasons for the decision and references to the pertinent Program provisions on which the decision is based.
No person may challenge a decision of Accenture in court or in any other administrative proceeding unless he or she has complied with the
claim and appeal procedures described above
8 SEPTEMBER 2016
and such procedures have been completed. If a claim for benefits is finally denied by Accenture, the claimant may only bring suit in court (or
other administrative proceeding) if he or she files such action within 120 days after the date of the final denial of the claim by Accenture. No
action at law or in equity shall be brought to recover benefits under this Program until the appeal rights herein provided have been exercised
and the Program benefits requested in such appeal have been denied in whole or in part.
All decisions and communications to Participants or other persons regarding a claim for benefits under the Program shall be held strictly
confidential by the Participant (or other claimant), Accenture, and their agents.
Each Participant in the Program is entitled to certain rights and protections under ERISA. ERISA provides that Participants will be entitled to:
• Examine, without charge, at Accenture’s offices, all documents governing the Program, and a copy of the latest annual report
(Form 5500 series) filed by Accenture with the U.S. Department of Labor and available at the Public Disclosure Room of the
Employee Benefits Security Administration.
• Upon written request to Accenture, obtain copies of documents governing the operation of the Program, a copy of the latest
annual report (Form 5500 series), and an updated summary plan description. Accenture may make a reasonable charge for the
copies.
In addition to creating rights for Participants, ERISA imposes duties upon the people who are responsible for the operation of the Program.
The people who operate the Program, called “fiduciaries” of the Program, have a duty to do so prudently and in the interest of the Participants.
No one, including Accenture or any other person, may fire any person or otherwise discriminate against a person in any way to prevent him or
her from obtaining a benefit or exercising his or her rights under ERISA. If a claim for benefits is denied, in whole or in part, the claimant has
the right to know why this was done, obtain copies of documents relating to the decision without charge, and to appeal any denial, all within
certain time schedules.
Under ERISA, there are steps a person can take to enforce the above rights. For instance, if a person requests a copy of the Program
documents or the Program’s latest annual report from Accenture and such person does not receive them within thirty days, he or she may file
suit in a federal court. In such case, the court may require Accenture to provide the requested materials and pay such person up to $110 per
day until he or she receives the materials, unless the materials were not sent because of reasons beyond the control of Accenture. If a person
has a claim for benefits which is denied or ignored, in whole or in part, he or she may file suit in a state or federal court. If it should happen
that the fiduciaries misuse a plan’s money, or if he or she is discriminated against for asserting his or her rights, he or she may seek assistance
from the U.S. Department of Labor or may file suit in a federal court. The court will decide who should pay court costs and legal fees. If a
person is successful in the lawsuit, the court may order the
9 SEPTEMBER 2016
person sued to pay these cost fees. If the person filing the lawsuit loses, the court may order that person to pay these costs and fees; for
instance, if it finds the claim to be frivolous.
If a person has any questions about the Program, he or she should contact Accenture. If that person has any questions about this statement or
about ERISA, he or she should contact the nearest area office of the Employee Benefits Security Administration, listed in the telephone
directory, or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200
Constitution Avenue N.W., Washington, D.C. 20210. A person also may obtain certain publications about the rights and responsibilities under
ERISA by calling the publications hotline of the Employee Benefits Security Administration.
10 SEPTEMBER 2016
Any other notices or documents required to be given or filed with
Accenture under the Program will be properly given or filed if delivered or
mailed, by registered mail, postage prepaid, to Accenture at:
Accenture LLP
161 North Clark Street
Chicago, Illinois 60601
Attn: Toni Corban
11 SEPTEMBER 2016
CERTIFICATE OF ADOPTION
WHEREAS, Accenture LLP desires to adopt and maintain this restated Accenture LLP Managing Director Separation Benefits Plan (the
“Program”) for the benefit of its eligible employees, effective as of December 1, 2012.
NOW, THEREFORE, Accenture LLP, acting through its duly authorized representative, hereby restates the Program, effective as of
December 1, 2012, in its entirety in the form included hereto, which document may be executed in two or more counterparts, each of which
shall be an original, but all of which together shall constitute one and the same document.
Debra Giesen
Executive Director HR – North America
12 SEPTEMBER 2016
GLOSSARY OF TERMS
“Active Medical Plan” means the Accenture United States Group Medical Plan, as amended from time to time.
“Affiliate” means any body corporate, branch partnership, joint venture, unincorporated association or other organization carrying on a trade
or other activity with or without a view to profit (a “Legal Entity”) which from time to time Controls, is Controlled by or is under common
Control with Accenture, including Accenture Federal Services, LLC, Accenture Plc (a company incorporated in the Republic of Ireland) and
any other Affiliate to or successor entity of Accenture Plc, and any successor in title or assign of any Legal Entity from time to time. For
purposes of this definition, the term “Control” means (i) ownership by a Legal Entity of at least a majority of the voting interest of another
Legal Entity, or (ii) the right or ability of a Legal Entity, whether directly or indirectly, to direct the affairs of another by means of ownership,
contract or otherwise.
“Base Salary” means a Participant’s base compensation (as specified by Accenture), determined as of the Participant’s Termination Date,
excluding overtime, bonus, incentive pay, or any other special compensation such as quarterly variable compensation and annual variable
compensation. For purposes of determining Separation Pay (as described in the “Separation Benefits” section of this document), Base Pay of a
Participant classified by Accenture as a part‑time employee as of his or her Termination Date shall reflect the part-time percentage in effect on
his or her Termination Date.
“Cause” means “cause” as defined in any employment agreement then in effect between an Eligible Employee and Accenture or an Affiliate,
or if not defined therein, or if there shall be no such agreement, the Eligible Employee’s (i) embezzlement, misappropriation of corporate
funds, or other acts of dishonesty; (ii) commission or conviction of any felony, or of any misdemeanor involving moral turpitude, or entry of a
plea of guilty or nolo contendere to any felony or misdemeanor; (iii) engagement in any activity that the Eligible Employee knows or should
know could harm the business or reputation of Accenture or an Affiliate; (iv) failure to comply or adhere to Accenture’s or an Affiliate’s
policies; (v) continued failure to meet performance standards as determined by Accenture or an Affiliate; or (vi) violation of any statutory,
contractual, or common law duty or obligation to Accenture or an Affiliate, including, without limitation, the duty of loyalty and obligations
under any employment agreement or its incorporated exhibits. The determination of the existence of Cause shall be made by Accenture in
good faith, and such determination shall be conclusive for purposes of the Program.
“COBRA Continuation Coverage” means continued coverage after a Participant’s Termination Date under the Active Medical Plan and/or the
Dental Plan, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA).
“COBRA Payment” means that portion of the Separation Pay that does not constitute the base benefit or variable benefit.
“Comparable Position” means a position that, as determined by Accenture, (i) is in the same metropolitan area as the eligible employee’s
current position, (ii) has compensation and benefits
13 SEPTEMBER 2016
(in the aggregate) that are comparable to the aggregate compensation and benefits of the eligible employee’s current position, and (iii) would
commence within ninety days following the eligible employee’s Termination Date. Notwithstanding the foregoing, if you change career tracks
but remain in the same role, you will be considered in a Comparable Position, even if it results in a change to your benefits and/or
compensation.
“Dental Plan” means the Accenture United States Group Dental Plan, as amended from time to time.
“Deficient Performance” means, as determined by Accenture in its sole discretion, an employee who (i) has demonstrated significant
performance deficiencies which have been documented, (ii) has been given a written action plan for improving his or her performance, or (iii)
has been given written documentation that describes the consequences of the individual’s failure to address deficiencies in the performance of
his or her job. The term “Deficient Performance” excludes any reason determined by Accenture to constitute “Cause.”
“Eligible Employee” means an individual who is, as of the individual’s Termination Date:
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
“Month(s) of Pay” means the amount determined by dividing a Participant’s annual Base Salary by twelve (12).
“Participant” means an Eligible Employee who has been selected for participation in the Program and who has satisfied all the conditions for
Separation Benefits under the Program.
“Performance Reasons” means the Managing Director was terminated (a) because he or she was unsuccessful in completing a three (3) month
Requires Improvement plan, or (b) for Deficient Performance.
14 SEPTEMBER 2016
“Professional Outplacement Services” means services provided by an outside firm selected by Accenture, in its discretion.
“Separation Agreement” means the agreement provided to an Eligible Employee which the Eligible Employee must execute and not later
revoke to become a Participant.
“Separation Benefits” means the benefits to which a Participant is entitled under the terms of the Program upon execution (and without
revocation) of a Separation Agreement.
“Separation Pay” mean the base benefit, variable benefit and COBRA Payment that a Participant is entitled to receive in consideration for
executive and, where applicable, not revoking the Separation Agreement.
“Termination Date” means the date specified by Accenture for termination of an Eligible Employee’s employment with Accenture.
“Week of Pay” means the amount determined by dividing a Participant’s annual Base Salary by fifty-two (52).
“Years of Service” means, with respect to a Participant, each complete twelve-month period of the Participant’s service with Accenture or an
Affiliate, beginning with the earlier of (a) the Participant’s most recent date of hire with a business entity which Accenture or an Affiliate
acquired unless otherwise noted in letter of offer, or (b) the Participant’s last date of hire with Accenture or an Affiliate (based on the
applicable payroll records) and ending on his or her Termination Date. Periods of service prior to a Participant’s last date of hire with the
acquired entity, Accenture or an Affiliate, as applicable, shall not be counted for purposes of the Plan. Years of Service shall not include
accrued but unused vacation time, sick leave, personal time, or any other paid or unpaid time off. Only complete Years of Service shall be
counted as Years of Service.
15 SEPTEMBER 2016
Exhibit 10.31
1. Objective : The objective of the Accenture Annual Bonus Plan (the “Plan”) is to provide the Participants (as defined below) of Accenture plc (the “Company”)
and its eligible affiliates with performance incentive awards (each an “award”) based upon the Company’s annual performance and to promote further
alignment of the interests of the Participants with those of the Company and its shareholders.
2. Term : The plan shall be in effect beginning with the 2013 fiscal year and remain in effect for each following fiscal year, unless otherwise cancelled or
replaced by the Compensation Committee of the Board of Directors (the “Compensation Committee”).
3. Eligibility : Employees of the Company and its eligible affiliates and certain other consulting service providers deemed eligible, at the Company’s sole
discretion, are eligible to participate in the Plan (the “Participants”). To receive an award, a Participant must be employed by or otherwise providing services to
the Company (or an eligible affiliate) as of the last day of the applicable fiscal year during the term of the Plan. The Compensation Committee (or its designee)
may, in its sole discretion, provide partial awards to Participants that commence providing services subsequent to the first day of the applicable fiscal year.
4. Target Levels for Award/Calculations : The Compensation Committee shall approve annual earnings targets prior to the end of the first quarter of the
applicable fiscal year during the term of the Plan based on the Company’s operating plan. The Compensation Committee shall also approve a range of
potential award amounts for threshold, target and above-target performance. Based upon management’s quarterly review, the Company shall book an accrual
based upon the achievement of performance target levels. The Compensation Committee may adjust up or down the earnings target and ranges for potential
awards under the Plan or, alternatively, may adjust the calculation of actual earnings for purposes of the Plan, in each case to reflect items outside of the
Participants’ control as the Compensation Committee deems necessary, advisable or appropriate to adequately reward and incentivize the Participants. Such
items may include, without limitation, incurrence of non-operating income items, release of reorganization liabilities or changes in the effective tax rate. The
final determination of the earnings target, potential award ranges, the certification of earnings target attainment for the purposes of the Plan and the annual
accrual shall be approved by the Compensation Committee prior to payment. The earnings achieved by the Company for the purposes of the Plan may differ
from earnings amounts reflected in the Company’s financial statements.
5. Performance Goals : Each Participant shall be assigned a target award level, stated as a percentage of that Participant’s designated base earnings. Each
Participant’s ability to earn his or her target award is dependent on the Company’s attainment of annual earnings targets. A Participant may earn more or less
than his or her target award based upon his or her individual annual performance.
6. Award Payments : All award payments under the Plan will be paid out in cash, annually, following the completion of the fiscal year, and where practical
during the calendar year in which the Plan year ends.
7. Termination : In the event that any Participant shall cease to provide services to the Company or its eligible affiliate prior to the end of the applicable fiscal
year, subject to legal requirements, that Participant will not be entitled to an award for that fiscal year. The Plan shall not give any person any right to be
retained in the service of the Company or any of its affiliates.
8. Amendments : The Compensation Committee may, at any time and from time to time, make any and all amendments to the Plan as it deems necessary,
advisable or appropriate, and may terminate the Plan at any time.
9. Administration : Except as determined by the Board of Directors, the Plan will be administered by the Compensation Committee. The Compensation
Committee is responsible for (a) determining the annual earnings targets under the Bonus Plan prior to the end of the first fiscal quarter of the Bonus Plan year;
(b) certifying the Company’s achievement with respect to the earnings target following completion of the Bonus Plan year; and (c) approving the Company’s
accrual under the Bonus Plan. The Compensation Committee has full authority, in its discretion, to take any action with respect to the Plan including, without
limitation, (i) to determine all matters relating to awards, including eligibility criteria, performance criteria, the achievement of performance criteria, and terms,
conditions, restrictions and limitations of any award, and (ii) to construe and interpret the Plan and any instruments evidencing awards granted under the Plan,
the establishment and interpretation of rules and regulations for administering the Plan and all other determinations deemed (in the Compensation Committee’s
discretion) necessary, advisable or appropriate for administering the Plan. The Compensation Committee may delegate authority to implement the Plan and to
make certain modifications with respect thereto for purposes of such implementation on a global, per country or per participant basis, as the Compensation
Committee may, in its discretion, deem necessary, advisable or appropriate.
Exhibit 21.1
We consent to the incorporation by reference in the registration statements (No. 333-210858) on Form S-3 and (No. 333-210973, No. 333-188134, No. 333-
164737 and No. 333-65376-99) on Form S-8 of Accenture plc of our report dated October 26, 2017, with respect to the consolidated balance sheets of
Accenture plc as of August 31, 2017 and 2016, and the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash
flows for each of the years in the three-year period ended August 31, 2017, and the effectiveness of internal control over financial reporting as of August 31,
2017, which report appears in the August 31, 2017 annual report on Form 10-K of Accenture plc.
Accenture plc:
We consent to the incorporation by reference in the registration statements (No. 333-210858) on Form S-3 and (No. 333-210973, No. 333-188134, No. 333-
164737 and No. 333-65376-99) on Form S-8 of Accenture plc of our report dated October 26, 2017, with respect to the statements of financial condition of the
Amended and Restated Accenture plc 2010 Employee Share Purchase Plan as of August 31, 2017 and 2016, and the related statements of operations and
changes in plan equity for each of the years in the three-year period ended August 31, 2017, which report appears in the August 31, 2017 annual report on
Form 10-K of Accenture plc.
We have audited the accompanying statements of financial condition of the Amended and Restated Accenture plc 2010 Employee Share Purchase Plan
(the “Plan”), as of August 31, 2017 and 2016, and the related statements of operations and changes in plan equity for each of the years in the three-year
period ended August 31, 2017. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Amended and Restated
Accenture plc 2010 Employee Share Purchase Plan as of August 31, 2017 and 2016 and its operations and changes in plan equity for each of the years in the
three-year period ended August 31, 2017, in conformity with U.S. generally accepted accounting principles.
/s/ KPMG LLP
Chicago, Illinois
October 26, 2017
AMENDED AND RESTATED ACCENTURE PLC 2010 EMPLOYEE SHARE PURCHASE PLAN
2017 2016
Contributions receivable $ 141,341,228 $ 126,647,472
Plan equity $ 141,341,228 $ 126,647,472
1
AMENDED AND RESTATED ACCENTURE PLC 2010 EMPLOYEE SHARE PURCHASE PLAN
2
AMENDED AND RESTATED ACCENTURE PLC 2010 EMPLOYEE SHARE PURCHASE PLAN
NOTES TO THE FINANCIAL STATEMENTS
1. PLAN DESCRIPTION
The following description of the Amended and Restated Accenture plc 2010 Employee Share Purchase Plan (the “Plan”) is provided for general
information purposes. Participants in the Plan should refer to the Plan document for more detailed and complete information. Under the Plan, there are two
programs through which participants may purchase shares: (1) the Employee Share Purchase Plan (the “ESPP”) and (2) the Voluntary Equity Investment
Program (the “VEIP”).
General
Under the Plan, which was approved by the shareholders of Accenture plc (the “Company”) at their February 4, 2010 meeting, and approved by the
Board of Directors (the “Board”) on December 10, 2009, the Company was authorized to issue or transfer up to 45,000,000 Class A ordinary shares (“Shares”)
of the Company. The Plan is administered by the Compensation Committee of the Board (the “Committee”), which may delegate its duties and powers in whole
or in part as it determines, provided, however, that the Board may, in its sole discretion, take any action designated to the Committee under the Plan as it may
deem necessary. The Company pays all expenses of the Plan. The Shares may consist, in whole or in part, of unissued Shares or previously issued Shares
that have been reacquired.
At its October 30, 2015 meeting, the Board delegated to the Committee the authority to approve the issuance of an additional 45,000,000 Shares of the
Company under the Plan. At its December 4, 2015 meeting, the Committee approved the issuance of an additional 45,000,000 Shares under the Plan, subject
to shareholder approval. The Plan was approved by the shareholders of the Company at the February 3, 2016 annual general meeting.
The Plan provides eligible employees of the Company or of a participating subsidiary with an opportunity to purchase Shares at a purchase price
established by the Committee, which shall in no event be less than 85% of the fair market value of a Share on the purchase date.
The fair market value on a given date is defined as the arithmetic mean of the high and low prices of the Shares as reported on such date on the
composite tape of the principal national securities exchange on which the Shares are listed or admitted to trading, or, if no sale of Shares shall have been
reported on the composite tape of any national securities exchange on such date, then the immediately preceding date on which sales of the Shares have
been so reported or quoted shall be used.
In general, any individual who is an employee of the Company or of a participating subsidiary is eligible to participate in the Plan, except that the
Committee may exclude employees (either individually or by reference to a subset thereof) from participation (1) whose customary employment is less than
five months per calendar year or 20 hours or less per week; (2) who own shares equaling 5% or more of the total combined voting power or value of all classes
of shares of the Company or any subsidiary; or (3) who are highly compensated employees under the Internal Revenue Code of 1986, as amended (the
“Code”). The Plan does not currently qualify as an employee stock purchase plan under Section 423 of the Code and therefore receipt of the Shares will be a
taxable event to the participant. The Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended.
Contributions
Payroll deductions will generally be made from the compensation paid to each participant during an offering period in a whole percentage as elected by
the participant but not to exceed the maximum percentage of the participant’s eligible compensation (or maximum dollar amount) as permitted by the
Committee. Under the ESPP, the maximum whole percentage is 10% (up to a maximum of $7,500 per offering period), provided that no participant will be
entitled to purchase, during any calendar year, Shares with an aggregate value in excess of $25,000. Under the VEIP, eligible participants may choose to
contribute up to 30% of their eligible compensation towards the purchase of Shares. The amount of the contributions is based on pre-tax cash compensation,
but contributions are deducted from after-tax pay each pay period. The Committee retains the discretion to impose an aggregate participation limit under the
VEIP. If aggregate participant contributions are projected to exceed such limit, contributions will stop and participants will be refunded contributions not used to
purchase Shares.
3
AMENDED AND RESTATED ACCENTURE PLC 2010 EMPLOYEE SHARE PURCHASE PLAN
NOTES TO THE FINANCIAL STATEMENTS — (continued)
A participant may elect his or her percentage of payroll deductions, and change that election, prior to the end of the applicable enrollment period as
determined by the Committee. Unless otherwise determined by the Committee, a participant cannot change the rate of payroll deductions once an offering
period has commenced. All payroll deductions made with respect to a participant are credited to the participant’s payroll deduction account and are deposited
with the general funds of the Company. All funds of participants received or held by the Company under the Plan before purchase or issuance of the Shares
are held without liability for interest or other increment (unless otherwise required by law) . Under the Plan, the ESPP offering periods in fiscal 2017 included
the six-month periods ended November 1, 2016 and May 1, 2017 . The current offering period commenced on May 2, 2017 and will end on November 1, 2017
. The VEIP has a calendar year offering period, as well as a limited mid-year enrollment period, and monthly contribution periods in which shares are
purchased on the 5th of the subsequent month.
Share Purchases
As soon as practicable following the end of each ESPP offering period or VEIP contribution period, the number of Shares purchased by each participant
is deposited into a brokerage account established in the participant’s name. Dividends that are declared on the Shares held in the brokerage account are paid
in cash or reinvested. A summary of information with respect to share purchases was as follows:
4
AMENDED AND RESTATED ACCENTURE PLC 2010 EMPLOYEE SHARE PURCHASE PLAN
NOTES TO THE FINANCIAL STATEMENTS — (continued)
Number of
Number of Shares Purchase
Purchase Date Offering Type Participants Purchased Price
August 5, 2017 VEIP 4,965 194,223 $ 130.11
July 5, 2017 VEIP 4,845 195,901 $ 124.39
June 5, 2017 VEIP 4,870 193,015 $ 126.21
May 5, 2017 VEIP 4,912 203,793 $ 121.14
May 1, 2017 ESPP 56,356 1,696,234 $ 103.19
April 5, 2017 VEIP 4,940 206,977 $ 118.29
March 5, 2017 VEIP 4,986 198,482 $ 123.62
February 5, 2017 VEIP 5,034 216,263 $ 114.09
January 5, 2017 VEIP 4,291 779,793 $ 116.05
December 5, 2016 VEIP 4,303 175,359 $ 117.94
November 5, 2016 VEIP 4,345 178,804 $ 117.28
November 1, 2016 ESPP 53,299 1,502,168 $ 98.67
October 5, 2016 VEIP 4,370 178,534 $ 118.11
September 5, 2016 VEIP 4,403 184,431 $ 115.75
Total Shares Purchased in fiscal 2017 6,103,977
August 5, 2016 VEIP 4,437 189,366 $ 113.64
July 5, 2016 VEIP 4,393 186,613 $ 113.09
June 5, 2016 VEIP 4,416 181,875 $ 118.46
May 5, 2016 VEIP 4,455 189,942 $ 113.95
May 1, 2016 ESPP 48,970 1,622,014 $ 96.25
April 5, 2016 VEIP 4,480 190,806 $ 114.52
March 5, 2016 VEIP 4,523 210,648 $ 103.06
February 5, 2016 VEIP 4,596 217,579 $ 100.58
January 5, 2016 VEIP 3,757 769,954 $ 102.17
December 5, 2015 VEIP 3,768 165,661 $ 107.76
November 5, 2015 VEIP 3,785 168,315 $ 106.44
November 1, 2015 ESPP 44,151 1,386,856 $ 91.63
October 5, 2015 VEIP 3,802 178,141 $ 100.88
September 5, 2015 VEIP 3,833 192,343 $ 94.40
Total Shares Purchased in fiscal 2016 5,850,113
August 5, 2015 VEIP 3,861 174,789 $ 104.73
July 5, 2015 VEIP 3,878 191,134 $ 97.62
June 5, 2015 VEIP 3,902 195,047 $ 95.45
May 5, 2015 VEIP 3,941 200,004 $ 94.09
May 1, 2015 ESPP 40,610 1,621,165 $ 79.21
April 5, 2015 VEIP 3,971 199,639 $ 93.76
March 5, 2015 VEIP 3,992 207,156 $ 91.68
February 5, 2015 VEIP 4,029 221,884 $ 87.94
January 5, 2015 VEIP 3,553 647,339 $ 87.75
December 5, 2014 VEIP 3,564 200,686 $ 86.29
November 5, 2014 VEIP 3,598 212,825 $ 81.93
November 1, 2014 ESPP 39,457 1,720,128 $ 69.00
October 5, 2014 VEIP 3,617 219,110 $ 80.32
September 5, 2014 VEIP 3,652 221,125 $ 81.77
Total Shares Purchased in fiscal 2015 6,232,031
As of August 31, 2017 , 48,683,552 Accenture plc Class A ordinary shares had been issued under the Plan.
5
AMENDED AND RESTATED ACCENTURE PLC 2010 EMPLOYEE SHARE PURCHASE PLAN
NOTES TO THE FINANCIAL STATEMENTS — (continued)
Withdrawals
Each participant may withdraw from participation in respect of an offering period (either current or future) or from the Plan under such terms and
conditions established by the Committee in its sole discretion. Upon a participant’s withdrawal, all accumulated payroll deductions in the participant’s Plan
account are returned without interest (to the extent permitted by applicable local law). A participant is not entitled to any Shares with respect to the applicable
offering period, except under the VEIP for those shares purchased in contribution periods prior to withdrawal. A participant is permitted to participate in
subsequent offering periods pursuant to terms and conditions established by the Committee in its sole discretion.
Adjustments
The number of Shares issued or reserved for issuance pursuant to the Plan (or pursuant to outstanding purchase
rights ) is subject to adjustment on account of share splits, share dividends and other changes in the Shares. In the event of a change in control of the
Company, the Committee may take any actions it deems necessary or desirable with respect to any purchase rights as of the date of consummation of the
change in control.
2. BASIS OF PRESENTATION
The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally
accepted in the United States of America. The preparation of financial statements in conformity with accounting principles generally accepted in the United
States of America requires the Plan’s management to use estimates and assumptions that affect the accompanying financial statements and disclosures.
Actual results could differ from these estimates.
As of August 31, 2017 , contributions receivable represents payroll deductions from participants with respect to the ESPP offering period beginning
May 2, 2017 and ending November 1, 2017 , as well as the VEIP contribution period beginning August 1, 2017 and ending August 31, 2017 . As of August 31,
2016, contributions receivable represents payroll deductions from participants with respect to the ESPP offering period beginning May 2, 2016 and ending
November 1, 2016, as well as the VEIP contribution period beginning August 1, 2016 and ending August 31, 2016. These payroll deductions are held by
Accenture plc and/or its affiliates.
Plan equity represents net assets available for future share purchases or participant withdrawals.
3. SUBSEQUENT EVENTS
The Company has evaluated events and transactions subsequent to the Plan’s statement of financial condition date. Based on this evaluation, the
Company is not aware of any events or transactions that occurred subsequent to the Plan’s statement of financial condition date but prior to filing that would
require recognition or disclosure in these financial statements.