UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~May 31,~~November 30, 2022


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

Commission File Number: 001-34448

Accenture plc

(Exact name of registrant as specified in its charter)


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

1 Grand Canal Square,

Grand Canal Harbour,

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:


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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

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

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

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

The number of shares of the registrant’s Class A ordinary shares, par value $0.0000225 per share, outstanding as of ~~June 9,~~December 6, 2022 was ~~664,188,290~~658,388,513 (which number includes ~~31,640,581~~28,648,371 issued shares held by the registrant). The number of shares of the registrant’s Class X ordinary shares, par value $0.0000225 per share, outstanding as of ~~June 9,~~December 6, 2022 was ~~503,837.~~498,837.

Table of Contents



		Page
Part I.	Financial Information	3
Item 1.	Financial Statements	3
	Consolidated Balance Sheets as of ~~May~~November 3 310 , 2022 (Unaudited) and August 31, ~~2021~~20 2 2	3
	Consolidated Income Statements (Unaudited) for the three ~~and~~ ~~nine~~ months ended ~~May~~November 3 310 , 2022 and 2021	4
	Consolidated Statements of Comprehensive Income (Unaudited) for the three ~~and~~ ~~nine~~ months ended ~~May~~November 3 310 , 2022 and 2021	5
	Consolidated Shareholders’ Equity Statement (Unaudited) for the three ~~and~~ ~~nine~~ months ended ~~May~~November 313 0 , 2022 and 2021	6
	Consolidated Cash Flows Statements (Unaudited) for the ~~nine~~three months ended ~~May~~November 3 310 , 2022 and 2021	108
	Notes to Consolidated Financial Statements (Unaudited)	119
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2319
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3629
Item 4.	Controls and Procedures	3629
Part II.	Other Information	3730
Item 1.	Legal Proceedings	3730
Item 1A.	Risk Factors	3730
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3730
Item 3.	Defaults Upon Senior Securities	3730
Item 4.	Mine Safety Disclosures	3831
Item 5.	Other Information	3831
Item 6.	Exhibits	3831
Signatures		3932


Table of Contents	Consolidated Financial Statements (In thousands of U.S. dollars, except share and per share amounts)
ACCENTURE FORM 10-Q		3

Part I — Financial Information

Item 1. Financial Statements

Consolidated Balance Sheets

~~May 31,~~November 30, 2022 and August 31, ~~2021~~2022


		May 31, 2022		August 31, 2021			November 30, 2022		August 31, 2022
ASSETS	ASSETS	(Unaudited)				ASSETS	(Unaudited)
CURRENT ASSETS:	CURRENT ASSETS:					CURRENT ASSETS:
Cash and cash equivalents	Cash and cash equivalents	$	6,703,568	$	8,168,174	Cash and cash equivalents	$	5,899,703	$	7,889,833
Short-term investments	Short-term investments	4,322		4,294		Short-term investments	4,095		3,973
Receivables and contract assets	Receivables and contract assets	12,219,074		9,728,212		Receivables and contract assets	12,610,353		11,776,775
Other current assets	Other current assets	2,080,776		1,765,831		Other current assets	2,158,309		1,940,290
Total current assets	Total current assets	21,007,740		19,666,511		Total current assets	20,672,460		21,610,871
NON-CURRENT ASSETS:	NON-CURRENT ASSETS:					NON-CURRENT ASSETS:
Contract assets	Contract assets	35,714		38,334		Contract assets	68,730		46,844
Investments	Investments	331,503		329,526		Investments	324,382		317,972
Property and equipment, net	Property and equipment, net	1,665,478		1,639,105		Property and equipment, net	1,634,074		1,659,140
Lease assets	Lease assets	3,178,636		3,182,519		Lease assets	2,997,162		3,018,535
Goodwill	Goodwill	12,499,443		11,125,861		Goodwill	13,790,686		13,133,293
Deferred contract costs	Deferred contract costs	826,042		731,445		Deferred contract costs	832,653		807,940
Deferred tax assets	Deferred tax assets	4,013,089		4,007,130		Deferred tax assets	4,029,760		4,001,200
Other non-current assets	Other non-current assets	2,537,553		2,455,412		Other non-current assets	2,765,867		2,667,595
Total non-current assets	Total non-current assets	25,087,458		23,509,332		Total non-current assets	26,443,314		25,652,519
TOTAL ASSETS	TOTAL ASSETS	$	46,095,198	$	43,175,843	TOTAL ASSETS	$	47,115,774	$	47,263,390
LIABILITIES AND SHAREHOLDERS’ EQUITY	LIABILITIES AND SHAREHOLDERS’ EQUITY					LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:	CURRENT LIABILITIES:					CURRENT LIABILITIES:
Current portion of long-term debt and bank borrowings	Current portion of long-term debt and bank borrowings	$	8,768	$	12,080	Current portion of long-term debt and bank borrowings	$	9,430	$	9,175
Accounts payable	Accounts payable	2,384,352		2,274,057		Accounts payable	2,417,777		2,559,485
Deferred revenues	Deferred revenues	4,561,147		4,229,177		Deferred revenues	4,326,633		4,478,048
Accrued payroll and related benefits	Accrued payroll and related benefits	7,047,124		6,747,853		Accrued payroll and related benefits	6,872,860		7,611,794
Income taxes payable	Income taxes payable	615,959		423,400		Income taxes payable	694,354		646,471
Lease liabilities	Lease liabilities	733,805		744,164		Lease liabilities	707,863		707,598
Accrued consumption taxes		640,252		609,553

Other accrued liabilities	Other accrued liabilities	571,185		668,583		Other accrued liabilities	1,431,329		1,510,925
Total current liabilities	Total current liabilities	16,562,592		15,708,867		Total current liabilities	16,460,246		17,523,496
NON-CURRENT LIABILITIES:	NON-CURRENT LIABILITIES:					NON-CURRENT LIABILITIES:
Long-term debt	Long-term debt	51,546		53,473		Long-term debt	45,122		45,893
Deferred revenues	Deferred revenues	733,982		700,080		Deferred revenues	710,017		712,715
Retirement obligation	Retirement obligation	2,026,018		2,016,021		Retirement obligation	1,601,619		1,692,152
Deferred tax liabilities	Deferred tax liabilities	364,951		243,636		Deferred tax liabilities	373,006		318,584
Income taxes payable	Income taxes payable	1,197,105		1,105,896		Income taxes payable	1,273,738		1,198,139
Lease liabilities	Lease liabilities	2,694,489		2,696,917		Lease liabilities	2,537,632		2,563,090
Other non-current liabilities	Other non-current liabilities	452,792		553,839		Other non-current liabilities	448,444		462,233
Total non-current liabilities	Total non-current liabilities	7,520,883		7,369,862		Total non-current liabilities	6,989,578		6,992,806
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES	0		0		COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY:	SHAREHOLDERS’ EQUITY:					SHAREHOLDERS’ EQUITY:
Ordinary shares, par value 1.00 euros per share, 40,000 shares authorized and issued as of May 31, 2022 and August 31, 2021		57		57
Class A ordinary shares, par value $0.0000225 per share, 20,000,000,000 shares authorized, 663,985,273 and 656,590,625 shares issued as of May 31, 2022 and August 31, 2021, respectively		15		15
Class X ordinary shares, par value $0.0000225 per share, 1,000,000,000 shares authorized, 503,837 and 512,655 shares issued and outstanding as of May 31, 2022 and August 31, 2021, respectively		—		—
Ordinary shares, par value 1.00 euros per share, 40,000 shares authorized and issued as of November 30, 2022 and August 31, 2022						Ordinary shares, par value 1.00 euros per share, 40,000 shares authorized and issued as of November 30, 2022 and August 31, 2022	57		57
Class A ordinary shares, par value $0.0000225 per share, 20,000,000,000 shares authorized, 658,254,655 and 664,561,282 shares issued as of November 30, 2022 and August 31, 2022, respectively						Class A ordinary shares, par value $0.0000225 per share, 20,000,000,000 shares authorized, 658,254,655 and 664,561,282 shares issued as of November 30, 2022 and August 31, 2022, respectively	15		15
Class X ordinary shares, par value $0.0000225 per share, 1,000,000,000 shares authorized, 498,837 and 500,837 shares issued and outstanding as of November 30, 2022 and August 31, 2022, respectively						Class X ordinary shares, par value $0.0000225 per share, 1,000,000,000 shares authorized, 498,837 and 500,837 shares issued and outstanding as of November 30, 2022 and August 31, 2022, respectively	—		—
Restricted share units	Restricted share units	1,753,930		1,750,784		Restricted share units	2,167,437		2,091,382
Additional paid-in capital	Additional paid-in capital	10,534,282		8,617,838		Additional paid-in capital	11,051,309		10,679,180
Treasury shares, at cost: Ordinary, 40,000 shares as of May 31, 2022 and August 31, 2021; Class A ordinary, 31,527,538 and 24,504,666 shares as of May 31, 2022 and August 31, 2021, respectively		(6,122,402)		(3,408,491)
Treasury shares, at cost: Ordinary, 40,000 shares as of November 30, 2022 and August 31, 2022; Class A ordinary, 28,810,376 and 33,393,703 shares as of November 30, 2022 and August 31, 2022, respectively						Treasury shares, at cost: Ordinary, 40,000 shares as of November 30, 2022 and August 31, 2022; Class A ordinary, 28,810,376 and 33,393,703 shares as of November 30, 2022 and August 31, 2022, respectively	(5,169,967)		(6,678,037)
Retained earnings	Retained earnings	17,177,358		13,988,748		Retained earnings	16,981,432		18,203,842
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(1,954,146)		(1,419,497)		Accumulated other comprehensive loss	(2,055,672)		(2,190,342)
Total Accenture plc shareholders’ equity	Total Accenture plc shareholders’ equity	21,389,094		19,529,454		Total Accenture plc shareholders’ equity	22,974,611		22,106,097
Noncontrolling interests	Noncontrolling interests	622,629		567,660		Noncontrolling interests	691,339		640,991
Total shareholders’ equity	Total shareholders’ equity	22,011,723		20,097,114		Total shareholders’ equity	23,665,950		22,747,088
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	46,095,198	$	43,175,843	TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	47,115,774	$	47,263,390

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


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

Consolidated Income Statements

For the Three ~~and Nine~~ Months Ended ~~May 31,~~November 30, 2022 and 2021

(Unaudited)


		Three Months Ended				Nine Months Ended
		May 31, 2022		May 31, 2021		May 31, 2022		May 31, 2021			2022		2021
REVENUES:	REVENUES:									REVENUES:
Revenues	Revenues	$	16,158,803	$	13,263,795	$	46,170,649	$	37,114,105	Revenues	$	15,747,802	$	14,965,153
OPERATING EXPENSES:	OPERATING EXPENSES:									OPERATING EXPENSES:
Cost of services	Cost of services	10,844,069		8,859,411		31,415,167		25,216,193		Cost of services	10,561,660		10,048,364
Sales and marketing	Sales and marketing	1,660,919		1,406,606		4,530,158		3,773,268		Sales and marketing	1,550,019		1,454,425
General and administrative costs	General and administrative costs	1,050,697		879,122		3,126,332		2,461,804		General and administrative costs	1,043,023		1,028,070
Total operating expenses	Total operating expenses	13,555,685		11,145,139		39,071,657		31,451,265		Total operating expenses	13,154,702		12,530,859
OPERATING INCOME	OPERATING INCOME	2,603,118		2,118,656		7,098,992		5,662,840		OPERATING INCOME	2,593,100		2,434,294
Interest income	Interest income	8,727		4,551		22,046		23,643		Interest income	44,705		6,050
Interest expense	Interest expense	(12,050)		(28,739)		(34,449)		(46,515)		Interest expense	(7,280)		(11,183)
Other income (expense), net	Other income (expense), net	(8,877)		(467)		(39,089)		203,343		Other income (expense), net	(28,907)		(23,029)
Loss on disposition of Russia business		(96,294)		—		(96,294)		—

INCOME BEFORE INCOME TAXES	INCOME BEFORE INCOME TAXES	2,494,624		2,094,001		6,951,206		5,843,311		INCOME BEFORE INCOME TAXES	2,601,618		2,406,132
Income tax expense	Income tax expense	675,308		524,429		1,654,631		1,290,189		Income tax expense	605,318		586,402
NET INCOME	NET INCOME	1,819,316		1,569,572		5,296,575		4,553,122		NET INCOME	1,996,300		1,819,730
Net income attributable to noncontrolling interests in Accenture Canada Holdings Inc.	Net income attributable to noncontrolling interests in Accenture Canada Holdings Inc.	(1,902)		(1,699)		(5,578)		(5,001)		Net income attributable to noncontrolling interests in Accenture Canada Holdings Inc.	(2,085)		(1,934)
Net income attributable to noncontrolling interests – other	Net income attributable to noncontrolling interests – other	(31,339)		(18,447)		(78,956)		(57,560)		Net income attributable to noncontrolling interests – other	(29,265)		(26,772)
NET INCOME ATTRIBUTABLE TO ACCENTURE PLC	NET INCOME ATTRIBUTABLE TO ACCENTURE PLC	$	1,786,075	$	1,549,426	$	5,212,041	$	4,490,561	NET INCOME ATTRIBUTABLE TO ACCENTURE PLC	$	1,964,950	$	1,791,024
Weighted average Class A ordinary shares:	Weighted average Class A ordinary shares:									Weighted average Class A ordinary shares:
Basic	Basic	632,749,442		635,203,753		632,969,487		635,151,632		Basic	630,137,262		632,280,932
Diluted	Diluted	641,004,741		645,454,021		643,692,440		646,244,001		Diluted	638,766,821		644,922,661
Earnings per Class A ordinary share:	Earnings per Class A ordinary share:									Earnings per Class A ordinary share:
Basic	Basic	$	2.82	$	2.44	$	8.23	$	7.07	Basic	$	3.12	$	2.83
Diluted	Diluted	$	2.79	$	2.40	$	8.11	$	6.96	Diluted	$	3.08	$	2.78
Cash dividends per share	Cash dividends per share	$	0.97	$	0.88	$	2.91	$	2.64	Cash dividends per share	$	1.12	$	0.97

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


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

Consolidated Statements of Comprehensive Income

For the Three ~~and Nine~~ Months Ended ~~May 31,~~November 30, 2022 and 2021

(Unaudited)


		Three Months Ended				Nine Months Ended
		May 31, 2022		May 31, 2021		May 31, 2022		May 31, 2021			2022		2021
NET INCOME	NET INCOME	$	1,819,316	$	1,569,572	$	5,296,575	$	4,553,122	NET INCOME	$	1,996,300	$	1,819,730
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:	OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:									OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Foreign currency translation	Foreign currency translation	(231,311)		68,079		(442,664)		234,390		Foreign currency translation	84,168		(220,763)
Defined benefit plans	Defined benefit plans	10,292		11,048		6,865		32,184		Defined benefit plans	91,680		(12,961)
Cash flow hedges	Cash flow hedges	(57,642)		70,554		(98,850)		34,457		Cash flow hedges	(41,178)		(54,015)
Investments		—		—		—		49

OTHER COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO ACCENTURE PLC	OTHER COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO ACCENTURE PLC	(278,661)		149,681		(534,649)		301,080		OTHER COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO ACCENTURE PLC	134,670		(287,739)
Other comprehensive income (loss) attributable to noncontrolling interests	Other comprehensive income (loss) attributable to noncontrolling interests	(4,456)		3,993		(10,032)		5,965		Other comprehensive income (loss) attributable to noncontrolling interests	2,869		(5,672)
COMPREHENSIVE INCOME	COMPREHENSIVE INCOME	$	1,536,199	$	1,723,246	$	4,751,894	$	4,860,167	COMPREHENSIVE INCOME	$	2,133,839	$	1,526,319

COMPREHENSIVE INCOME ATTRIBUTABLE TO ACCENTURE PLC	COMPREHENSIVE INCOME ATTRIBUTABLE TO ACCENTURE PLC	$	1,507,414	$	1,699,107	$	4,677,392	$	4,791,641	COMPREHENSIVE INCOME ATTRIBUTABLE TO ACCENTURE PLC	$	2,099,620	$	1,503,285
Comprehensive income attributable to noncontrolling interests	Comprehensive income attributable to noncontrolling interests	28,785		24,139		74,502		68,526		Comprehensive income attributable to noncontrolling interests	34,219		23,034
COMPREHENSIVE INCOME	COMPREHENSIVE INCOME	$	1,536,199	$	1,723,246	$	4,751,894	$	4,860,167	COMPREHENSIVE INCOME	$	2,133,839	$	1,526,319

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


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

Consolidated Shareholders’ Equity Statement

For the Three Months Ended ~~May 31,~~November 30, 2022

(Unaudited)


		Ordinary Shares			Class A Ordinary Shares			Class X Ordinary Shares			Restricted Share Units				Additional Paid-in Capital				Treasury Shares						Retained Earnings					Accumulated Other Comprehensive Loss					Total Accenture plc Shareholders’ Equity				Noncontrolling Interests					Total Shareholders’ Equity				Ordinary Shares						Class A Ordinary Shares							Class X Ordinary Shares					Restricted Share Units				Additional Paid-in Capital			Treasury Shares						Retained Earnings				Accumulated Other Comprehensive Loss		Total Accenture plc Shareholders’ Equity			Noncontrolling Interests		Total Shareholders’ Equity
		$		No. Shares	$		No. Shares	$		No. Shares							$				No. Shares													$							No. Shares								$			No. Shares			$			No. Shares					$					No. Shares
Balance as of February 28, 2022		$	57	40	$	15	662,417	$	—	504			$	1,438,596			$	10,065,790			$	(5,297,349)		(29,035)								$	16,028,399					$	(1,675,485)				$	20,560,023				$	596,956		$	21,156,979
Balance as of August 31, 2022																											Balance as of August 31, 2022	$	57				40				$	15				664,561					$	—		501			$	2,091,382		$	10,679,180			$	(6,678,037)	(33,434)			$		18,203,842			$	(2,190,342)		$	22,106,097		$	640,991		$	22,747,088
Net income	Net income																								1,786,075										1,786,075				33,241					1,819,316		Net income																																	1,964,950						1,964,950			31,350		1,996,300
Other comprehensive income (loss)	Other comprehensive income (loss)																											(278,661)					(278,661)				(4,456)					(283,117)			Other comprehensive income (loss)																																				134,670			134,670		2,869			137,539
Purchases of Class A shares	Purchases of Class A shares														925				(972,171)				(3,102)												(971,246)				(925)					(972,171)		Purchases of Class A shares																								1,304			(1,417,148)			(5,210)									(1,415,844)			(1,304)		(1,417,148)
Cancellation of treasury shares																											Cancellation of treasury shares															(8,828)														(175,701)				2,595,281		8,828			(2,419,580)							—						—
Share-based compensation expense	Share-based compensation expense										346,666				60,591																				407,257									407,257		Share-based compensation expense																				369,494				55,975															425,469					425,469
Purchases/redemptions of Accenture Canada Holdings Inc. exchangeable shares and Class X shares	Purchases/redemptions of Accenture Canada Holdings Inc. exchangeable shares and Class X shares																											—									—			Purchases/redemptions of Accenture Canada Holdings Inc. exchangeable shares and Class X shares																			(2)					(1,554)																		(1,554)					(1,554)
Issuances of Class A shares for employee share programs	Issuances of Class A shares for employee share programs						1,568				(55,313)				405,704				147,118				569												497,509				465					497,974		Issuances of Class A shares for employee share programs											2,522									(319,202)				491,630			329,937			966			(37,079)						465,286			421		465,707
Dividends	Dividends										23,981														(637,116)										(613,135)				(650)					(613,785)		Dividends																				25,763													(730,701)						(704,938)			(629)		(705,567)
Other, net	Other, net														1,272																				1,272				(2,002)					(730)		Other, net																								475															475			17,641		18,116
Balance as of May 31, 2022		$	57	40	$	15	663,985	$	—	504	$	1,753,930			$	10,534,282			$	(6,122,402)			(31,568)		$	17,177,358				$	(1,954,146)				$	21,389,094			$	622,629				$	22,011,723
Balance as of November 30, 2022																											Balance as of November 30, 2022	$	57				40				$	15				658,255					$	—		499			$	2,167,437		$	11,051,309			$	(5,169,967)	(28,850)			$	16,981,432			$	(2,055,672)		$	22,974,611		$	691,339		$	23,665,950

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


Table of Contents	Consolidated Financial Statements (In thousands of U.S. dollars and share amounts)
ACCENTURE FORM 10-Q		7

Consolidated Shareholders’ Equity Statement — (continued)

For the Three Months Ended ~~May 31,~~November 30, 2021

(Unaudited)


		Ordinary Shares			Class A Ordinary Shares			Class X Ordinary Shares			Restricted Share Units				Additional Paid-in Capital				Treasury Shares						Retained Earnings					Accumulated Other Comprehensive Loss					Total Accenture plc Shareholders’ Equity				Noncontrolling Interests					Total Shareholders’ Equity				Ordinary Shares						Class A Ordinary Shares						Class X Ordinary Shares					Restricted Share Units				Additional Paid-in Capital			Treasury Shares						Retained Earnings			Accumulated Other Comprehensive Loss		Total Accenture plc Shareholders’ Equity		Noncontrolling Interests		Total Shareholders’ Equity
		$		No. Shares	$		No. Shares	$		No. Shares							$				No. Shares													$							No. Shares								$			No. Shares			$			No. Shares					$				No. Shares
Balance as of February 28, 2021		$	57	40	$	15	665,115	$	—	521			$	1,207,161			$	8,389,344			$	(3,913,917)		(29,508)								$	14,035,805					$	(1,410,438)				$	18,308,027				$	534,400		$	18,842,427
Balance as of August 31, 2021																											Balance as of August 31, 2021	$	57				40				$	15				656,591					$	—		513			$	1,750,784		$	8,617,838		$	(3,408,491)	(24,545)			$		13,988,748			$	(1,419,497)		$	19,529,454		$	567,660		$	20,097,114
Net income	Net income																								1,549,426										1,549,426				20,146					1,569,572		Net income																																1,791,024					1,791,024		28,706		1,819,730
Other comprehensive income (loss)	Other comprehensive income (loss)																											149,681					149,681				3,993					153,674			Other comprehensive income (loss)																																			(287,739)		(287,739)		(5,672)		(293,411)
Purchases of Class A shares	Purchases of Class A shares														811				(832,456)				(3,006)												(831,645)				(811)					(832,456)		Purchases of Class A shares																							824			(842,842)			(2,435)								(842,018)		(824)		(842,842)
Share-based compensation expense	Share-based compensation expense										282,861				48,177																				331,038									331,038		Share-based compensation expense																			317,552				48,139														365,691				365,691
Purchases/redemptions of Accenture Canada Holdings Inc. exchangeable shares and Class X shares	Purchases/redemptions of Accenture Canada Holdings Inc. exchangeable shares and Class X shares									(5)					(2,539)																				(2,539)									(2,539)		Purchases/redemptions of Accenture Canada Holdings Inc. exchangeable shares and Class X shares																(5)							(2,524)														(2,524)				(2,524)
Issuances of Class A shares for employee share programs	Issuances of Class A shares for employee share programs						1,279				(30,160)				315,312				106,950				515												392,102				376					392,478		Issuances of Class A shares for employee share programs											1,742								(163,251)				430,539			171,708			693			(30,260)					408,736		394		409,130
Dividends	Dividends										22,495														(580,950)										(558,455)				(615)					(559,070)		Dividends																			26,281													(638,824)					(612,543)		(665)		(613,208)
Other, net	Other, net														5,210																				5,210				(6,370)					(1,160)		Other, net																							3,118														3,118		(4,140)		(1,022)
Balance as of May 31, 2021		$	57	40	$	15	666,394	$	—	516	$	1,482,357			$	8,756,315			$	(4,639,423)			(31,999)		$	15,004,281				$	(1,260,757)				$	19,342,845			$	551,119				$	19,893,964
Balance as of November 30, 2021																											Balance as of November 30, 2021	$	57				40				$	15				658,333					$	—		508			$	1,931,366		$	9,097,934		$	(4,079,625)	(26,287)			$	15,110,688			$	(1,707,236)		$	20,353,199		$	585,459		$	20,938,658

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


~~Table of Contents~~	~~Consolidated Financial Statements~~ ~~(In thousands of U.S. dollars and share amounts)~~
~~ACCENTURE~~ ~~FORM 10-Q~~		8

~~Consolidated Shareholders’ Equity Statement — (continued)~~

~~For the Nine Months Ended May 31, 2022~~

~~(Unaudited)~~

Ordinary
Shares Class A
Ordinary
Shares Class X
Ordinary
Shares Restricted
Share
Units Additional
Paid-in
Capital Treasury Shares Retained
Earnings Accumulated
Other
Comprehensive
Loss Total
Accenture plc
Shareholders’
Equity Noncontrolling
Interests Total
Shareholders’
Equity
$ No.
Shares $ No.
Shares $ No.
Shares $ No.
Shares
Balance as of August 31, 2021 $ 57 40 $ 15 656,591 $ — 513 $ 1,750,784 $ 8,617,838 $ (3,408,491) (24,545) $ 13,988,748 $ (1,419,497) $ 19,529,454 $ 567,660 $ 20,097,114
Net income 5,212,041 5,212,041 84,534 5,296,575
Other comprehensive income (loss) (534,649) (534,649) (10,032) (544,681)
Purchases of Class A shares 3,388 (3,506,617) (10,119) (3,503,229) (3,388) (3,506,617)
Share-based compensation expense 1,210,825 108,730 1,319,555 1,319,555
Purchases/redemptions of Accenture Canada Holdings Inc. exchangeable shares and Class X shares (9) (4,274) (4,274) (4,274)
Issuances of Class A shares for employee share programs 7,394 (1,285,617) 1,795,507 792,706 3,096 (103,889) 1,198,707 1,144 1,199,851
Dividends 77,938 (1,919,542) (1,841,604) (1,972) (1,843,576)
Other, net 13,093 13,093 (15,317) (2,224)
Balance as of May 31, 2022 $ 57 40 $ 15 663,985 $ — 504 $ 1,753,930 $ 10,534,282 $ (6,122,402) (31,568) $ 17,177,358 $ (1,954,146) $ 21,389,094 $ 622,629 $ 22,011,723

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


~~Table of Contents~~	~~Consolidated Financial Statements~~ ~~(In thousands of U.S. dollars and share amounts)~~
~~ACCENTURE~~ ~~FORM 10-Q~~		9

~~Consolidated Shareholders’ Equity Statement — (continued)~~

~~For the Nine Months Ended May 31, 2021~~

~~(Unaudited)~~

Ordinary
Shares Class A
Ordinary
Shares Class X
Ordinary
Shares Restricted
Share
Units Additional
Paid-in
Capital Treasury Shares Retained
Earnings Accumulated
Other
Comprehensive
Loss Total
Accenture plc
Shareholders’
Equity Noncontrolling
Interests Total
Shareholders’
Equity
$ No.
Shares $ No.
Shares $ No.
Shares $ No.
Shares
Balance as of August 31, 2020 $ 57 40 $ 15 658,549 $ — 528 $ 1,585,302 $ 7,167,227 $ (2,565,761) (24,423) $ 12,375,533 $ (1,561,837) $ 17,000,536 $ 498,637 $ 17,499,173
Net income 4,490,561 4,490,561 62,561 4,553,122
Other comprehensive income (loss) 301,080 301,080 5,965 307,045
Purchases of Class A shares 2,732 (2,780,928) (10,970) (2,778,196) (2,732) (2,780,928)
Share-based compensation expense 977,979 89,272 1,067,251 1,067,251
Purchases/redemptions of Accenture Canada Holdings Inc. exchangeable shares and Class X shares (12) (7,548) (7,548) (7,548)
Issuances of Class A shares for employee share programs 7,845 (1,145,096) 1,497,827 707,266 3,394 (121,342) 938,655 909 939,564
Dividends 64,172 (1,740,471) (1,676,299) (1,865) (1,678,164)
Other, net 6,805 6,805 (12,356) (5,551)
Balance as of May 31, 2021 $ 57 40 $ 15 666,394 $ — 516 $ 1,482,357 $ 8,756,315 $ (4,639,423) (31,999) $ 15,004,281 $ (1,260,757) $ 19,342,845 $ 551,119 $ 19,893,964

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


Table of Contents	Consolidated Financial Statements (In thousands of U.S. dollars)
ACCENTURE FORM 10-Q		108

Consolidated Cash Flows Statements

For the ~~Nine~~Three Months Ended ~~May 31,~~November 30, 2022 and 2021

(Unaudited)


		May 31, 2022		May 31, 2021			2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES:	CASH FLOWS FROM OPERATING ACTIVITIES:					CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	Net income	$	5,296,575	$	4,553,122	Net income	$	1,996,300	$	1,819,730
Adjustments to reconcile Net income to Net cash provided by (used in) operating activities —	Adjustments to reconcile Net income to Net cash provided by (used in) operating activities —					Adjustments to reconcile Net income to Net cash provided by (used in) operating activities —
Depreciation, amortization and other	Depreciation, amortization and other	1,553,311		1,404,961		Depreciation, amortization and other	506,229		500,865
Share-based compensation expense	Share-based compensation expense	1,319,555		1,067,251		Share-based compensation expense	425,469		365,691

Deferred tax expense (benefit)	Deferred tax expense (benefit)	(27,784)		(59,713)		Deferred tax expense (benefit)	(54,537)		(30,191)
Other, net	Other, net	(99,979)		(291,096)		Other, net	(45,940)		(70,482)
Change in assets and liabilities, net of acquisitions —	Change in assets and liabilities, net of acquisitions —					Change in assets and liabilities, net of acquisitions —
Receivables and contract assets, current and non-current	Receivables and contract assets, current and non-current	(2,594,564)		(1,311,984)		Receivables and contract assets, current and non-current	(609,433)		(1,354,195)
Other current and non-current assets	Other current and non-current assets	(713,632)		(369,888)		Other current and non-current assets	(307,960)		(220,522)
Accounts payable	Accounts payable	142,286		522,087		Accounts payable	(202,182)		(58,561)
Deferred revenues, current and non-current	Deferred revenues, current and non-current	585,497		477,116		Deferred revenues, current and non-current	(270,988)		(150,685)
Accrued payroll and related benefits	Accrued payroll and related benefits	489,743		915,407		Accrued payroll and related benefits	(771,743)		(276,965)
Income taxes payable, current and non-current	Income taxes payable, current and non-current	360,262		192,362		Income taxes payable, current and non-current	115,187		188,972
Other current and non-current liabilities	Other current and non-current liabilities	(560,251)		(560,909)		Other current and non-current liabilities	(285,004)		(182,786)
Net cash provided by (used in) operating activities	Net cash provided by (used in) operating activities	5,751,019		6,538,716		Net cash provided by (used in) operating activities	495,398		530,871
CASH FLOWS FROM INVESTING ACTIVITIES:	CASH FLOWS FROM INVESTING ACTIVITIES:					CASH FLOWS FROM INVESTING ACTIVITIES:

Purchases of property and equipment	Purchases of property and equipment	(540,947)		(343,837)		Purchases of property and equipment	(98,830)		(181,671)
Purchases of businesses and investments, net of cash acquired	Purchases of businesses and investments, net of cash acquired	(2,212,388)		(1,544,412)		Purchases of businesses and investments, net of cash acquired	(686,460)		(1,735,028)
Proceeds from the sale of businesses and investments, net of cash transferred	Proceeds from the sale of businesses and investments, net of cash transferred	(108,099)		409,828		Proceeds from the sale of businesses and investments, net of cash transferred	596		87

Other investing, net	Other investing, net	9,397		19,971		Other investing, net	2,620		4,031
Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	(2,852,037)		(1,458,450)		Net cash provided by (used in) investing activities	(782,074)		(1,912,581)
CASH FLOWS FROM FINANCING ACTIVITIES:	CASH FLOWS FROM FINANCING ACTIVITIES:					CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of shares	Proceeds from issuance of shares	1,199,851		939,564		Proceeds from issuance of shares	465,707		409,130
Purchases of shares	Purchases of shares	(3,510,891)		(2,788,476)		Purchases of shares	(1,418,702)		(845,366)
Proceeds from (repayments of) long-term debt, net	Proceeds from (repayments of) long-term debt, net	(11,530)		(1,286)		Proceeds from (repayments of) long-term debt, net	(1,611)		(3,448)
Cash dividends paid	Cash dividends paid	(1,843,576)		(1,678,164)		Cash dividends paid	(705,567)		(613,208)
Other financing, net	Other financing, net	(43,468)		(30,190)		Other financing, net	(16,687)		(16,568)
Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities	(4,209,614)		(3,558,552)		Net cash provided by (used in) financing activities	(1,676,860)		(1,069,460)
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	(153,974)		72,336		Effect of exchange rate changes on cash and cash equivalents	(26,594)		(79,887)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(1,464,606)		1,594,050		NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(1,990,130)		(2,531,057)
CASH AND CASH EQUIVALENTS, beginning of period	CASH AND CASH EQUIVALENTS, beginning of period	8,168,174		8,415,330		CASH AND CASH EQUIVALENTS, beginning of period	7,889,833		8,168,174
CASH AND CASH EQUIVALENTS, end of period	CASH AND CASH EQUIVALENTS, end of period	$	6,703,568	$	10,009,380	CASH AND CASH EQUIVALENTS, end of period	$	5,899,703	$	5,637,117
SUPPLEMENTAL CASH FLOW INFORMATION:	SUPPLEMENTAL CASH FLOW INFORMATION:					SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid, net	Income taxes paid, net	$	1,264,631	$	1,090,696	Income taxes paid, net	$	563,526	$	387,161

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


Table of Contents	Notes To Consolidated Financial Statements (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
ACCENTURE FORM 10-Q		119

1. Basis of Presentation

The accompanying unaudited interim Consolidated Financial Statements of Accenture plc and its controlled subsidiary companies have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. We use the terms “Accenture,” “we” and “our” in the Notes to Consolidated Financial Statements to refer to Accenture plc and its subsidiaries. These Consolidated Financial Statements should therefore be read in conjunction with the Consolidated Financial Statements and Notes thereto for the fiscal year ended August 31, ~~2021~~2022 included in our Annual Report on Form 10-K filed with the SEC on October ~~15, 2021.~~12, 2022.

The accompanying unaudited interim Consolidated Financial Statements have been prepared in accordance with U.S. GAAP, which 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 we may undertake in the future, actual results may differ from those estimates. The Consolidated Financial Statements reflect all adjustments of a normal, recurring nature that are, in the opinion of management, necessary for a fair presentation of results for these interim periods. The results of operations for the three ~~and nine~~ months ended ~~May 31,~~November 30, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending August 31, ~~2022.~~2023.

Allowance for Credit ~~Losses -~~ Losses—Client Receivables and Contract Assets

As of ~~May 31,~~November 30, 2022 and August 31, ~~2021,~~2022, the total allowance for credit losses recorded for client receivables and contract assets was ~~$25,895~~$24,617 and ~~$32,206,~~$25,786, respectively. The change in the allowance is primarily due to immaterial write-offs and changes in gross client receivables and contract assets.

Investments

All available-for-sale securities and 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 consist of equity securities in publicly-traded and privately-held companies and are accounted for using either the equity or fair value measurement alternative method of accounting (for investments without readily determinable fair values).

Our non-current investments are as follows:


		May 31, 2022		August 31, 2021			November 30, 2022		August 31, 2022
Equity method investments	Equity method investments	$	172,512	$	184,157	Equity method investments	$	166,360	$	164,164
Investments without readily determinable fair values	Investments without readily determinable fair values	158,991		145,369		Investments without readily determinable fair values	158,022		153,808
Total non-current investments	Total non-current investments	$	331,503	$	329,526	Total non-current investments	$	324,382	$	317,972

For investments in which we can exercise significant influence but do not control, we use the equity method of accounting. Equity method investments are initially recorded at cost and our proportionate share of gains and losses of the investee are included as a component of Other income (expense), net. Our equity method investments consist primarily of an investment in Duck Creek Technologies. As of ~~May 31,~~November 30, 2022, the carrying amount of our investment was ~~$148,140,~~$141,960, and the estimated fair value of our approximately 16% ownership was ~~$340,426.~~$209,851. We account for the investment under the equity method because we have the ability to influence operations through the combination of our voting power and through other factors, such as representation on the board and our business relationship.


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

Depreciation and Amortization

As of November 30, 2022 and August 31, 2022, total accumulated depreciation was $2,575,758 and $2,490,187, respectively. See table below for summary of depreciation on fixed assets, deferred transition amortization, intangible assets amortization and operating lease cost for the three months ended November 30, 2022 and 2021, respectively.


	Three Months Ended
	November 30, 2022		November 30, 2021
Depreciation	$	144,049	$	138,793
Amortization - Deferred transition	70,440		67,206
Amortization - Intangible assets	109,069		102,542
Operating lease cost	180,502		190,242
Other	2,169		2,082
Total depreciation, amortization and other	$	506,229	$	500,865


Table of Contents	Notes To Consolidated Financial Statements (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
ACCENTURE FORM 10-Q		1211

~~Depreciation and Amortization~~

As of May 31, 2022 and August 31, 2021, total accumulated depreciation was $2,625,468 and $2,412,449, respectively. See table below for summary of depreciation on fixed assets, deferred transition amortization, intangible assets amortization and operating lease cost for the three and nine months ended May 31, 2022, respectively.

Three Months Ended Nine Months Ended
May 31, 2022 May 31, 2021 (1) May 31, 2022 May 31, 2021 (1)
Depreciation $ 150,272 $ 124,502 $ 438,937 $ 377,910
Amortization - Deferred transition 68,420 65,417 203,957 228,390
Amortization - Intangible assets 109,855 93,980 328,228 234,933
Operating lease cost 193,209 193,763 576,320 559,712
Other 2,430 1,324 5,869 4,016
Total depreciation, amortization and other $ 524,186 $ 478,986 $ 1,553,311 $ 1,404,961

~~(1)Prior period amounts have been reclassified to conform with the current period presentation.~~

~~Recently Adopted Accounting Pronouncements~~

~~Financial Accounting Standards Board ("FASB") Accounting Standards Update ("ASU") No. 2021-08 ("Topic 805")~~

On September 1, 2021, we early adopted FASB ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an acquirer to recognize and measure contract assets and liabilities acquired in a business combination in accordance with Revenue from Contracts with Customers (Topic 606) rather than adjust them to fair value at the acquisition date. The adoption did not have a material impact on our Consolidated Financial Statements.


~~Table of Contents~~	~~Notes To Consolidated Financial Statements~~ ~~(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)~~
~~ACCENTURE~~ ~~FORM 10-Q~~		13

2. Revenues

Disaggregation of Revenue

See Note 11 (Segment Reporting) to these Consolidated Financial Statements for our disaggregated revenues.

Remaining Performance Obligations

We had remaining performance obligations of approximately ~~$24~~$25 billion and ~~$23~~$24 billion as of ~~May 31,~~November 30, 2022 and August 31, ~~2021,~~2022, respectively. Our remaining performance obligations represent the amount of transaction price for which work has not been performed and revenue has not been recognized. The majority of our contracts are terminable by the client on short notice with little or no termination penalties, and some without notice. Under Topic 606, only the non-cancelable portion of these contracts is included in our performance obligations. Additionally, our performance obligations only include variable consideration if we assess it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty is resolved. Based on the terms of our contracts, a significant portion of what we consider contract bookings is not included in our remaining performance obligations. We expect to recognize approximately ~~40%~~61% of our remaining performance obligations as of ~~May 31,~~November 30, 2022 as revenue in fiscal ~~2022,~~2023, an additional ~~36%~~18% in fiscal ~~2023,~~2024, and the balance thereafter.

Contract Estimates

Adjustments in contract estimates related to performance obligations satisfied or partially satisfied in prior periods were immaterial for the three ~~and nine~~ months ended ~~May 31,~~November 30, 2022 and 2021, respectively.

Contract Balances

Deferred transition revenues were ~~$733,982~~$710,017 and ~~$700,080~~$712,715 as of ~~May 31,~~November 30, 2022 and August 31, ~~2021,~~2022, respectively, and are included in Non-current deferred revenues. Costs related to these activities are also deferred and are expensed as the services are provided. Deferred transition costs were ~~$826,042~~$832,653 and ~~$731,445~~$807,940 as of ~~May 31,~~November 30, 2022 and August 31, ~~2021,~~2022, respectively, and are included in Deferred contract costs. 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.

The following table provides information about the balances of our Receivables and Contract assets, net of allowance, and Contract liabilities (Deferred revenues):


		As of May 31, 2022		As of August 31, 2021			As of November 30, 2022		As of August 31, 2022
Receivables	Receivables	$	10,816,679	$	8,796,992	Receivables	$	11,211,048	$	10,484,211
Contract assets (current)	Contract assets (current)	1,402,395		931,220		Contract assets (current)	1,399,305		1,292,564
Receivables and contract assets, net of allowance (current)	Receivables and contract assets, net of allowance (current)	12,219,074		9,728,212		Receivables and contract assets, net of allowance (current)	12,610,353		11,776,775
Contract assets (non-current)	Contract assets (non-current)	35,714		38,334		Contract assets (non-current)	68,730		46,844
Deferred revenues (current)	Deferred revenues (current)	4,561,147		4,229,177		Deferred revenues (current)	4,326,633		4,478,048
Deferred revenues (non-current)	Deferred revenues (non-current)	733,982		700,080		Deferred revenues (non-current)	710,017		712,715

Changes in the contract asset and liability balances during the ~~nine~~three months ended ~~May 31,~~November 30, 2022 were a result of normal business activity and not materially impacted by any other factors.

Revenues recognized during the three ~~and nine~~ months ended ~~May 31,~~November 30, 2022 that were included in Deferred revenues as of ~~February 28, 2022 and~~ August 31, ~~2021~~2022 were $2.5 ~~billion and $3.5 billion, respectively.~~billion. Revenues recognized during the three ~~and nine~~ months ended ~~May 31,~~November 30, 2021 that were included in Deferred revenues as of ~~February 28, 2021 and~~ August 31, ~~2020~~2021 were ~~$2.2 billion and $3.1 billion, respectively.~~$2.5 billion.


Table of Contents	Notes To Consolidated Financial Statements (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
ACCENTURE FORM 10-Q		12

3. Earnings Per Share

Basic and diluted earnings per share are calculated as follows:


	Three Months Ended
	November 30, 2022		November 30, 2021
Basic earnings per share
Net income attributable to Accenture plc	$	1,964,950	$	1,791,024
Basic weighted average Class A ordinary shares	630,137,262		632,280,932
Basic earnings per share	$	3.12	$	2.83
Diluted earnings per share
Net income attributable to Accenture plc	$	1,964,950	$	1,791,024
Net income attributable to noncontrolling interests in Accenture Canada Holdings Inc. (1)	2,085		1,934
Net income for diluted earnings per share calculation	$	1,967,035	$	1,792,958
Basic weighted average Class A ordinary shares	630,137,262		632,280,932
Class A ordinary shares issuable upon redemption/exchange of noncontrolling interests (1)	668,715		682,916
Diluted effect of employee compensation related to Class A ordinary shares	7,847,787		11,727,163
Diluted effect of share purchase plans related to Class A ordinary shares	113,057		231,650
Diluted weighted average Class A ordinary shares	638,766,821		644,922,661
Diluted earnings per share	$	3.08	$	2.78

(1)Diluted earnings per share assumes the exchange of all Accenture Canada Holdings Inc. exchangeable shares for Accenture plc Class A ordinary shares on a one-for-one basis. The income effect does not take into account “Net income attributable to noncontrolling interests - other,” since those shares are not redeemable or exchangeable for Accenture plc Class A ordinary shares.


Table of Contents	Notes To Consolidated Financial Statements (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
ACCENTURE FORM 10-Q		13

4. Accumulated Other Comprehensive Loss

The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive loss attributable to Accenture plc:


	Three Months Ended
	November 30, 2022		November 30, 2021
Foreign currency translation
Beginning balance	$	(1,852,320)	$	(975,064)
Foreign currency translation	86,984		(227,093)
Income tax benefit (expense)	—		730
Portion attributable to noncontrolling interests	(2,816)		5,600
Foreign currency translation, net of tax	84,168		(220,763)
Ending balance	(1,768,152)		(1,195,827)

Defined benefit plans
Beginning balance	(348,771)		(559,958)



Reclassifications into net periodic pension and post-retirement expense	126,171		(17,548)
Income tax benefit (expense)	(34,394)		4,573
Portion attributable to noncontrolling interests	(97)		14
Defined benefit plans, net of tax	91,680		(12,961)
Ending balance	(257,091)		(572,919)

Cash flow hedges
Beginning balance	10,749		115,525
Unrealized gain (loss)	(59,879)		(33,108)
Reclassification adjustments into Cost of services	2,606		(27,734)
Income tax benefit (expense)	16,051		6,769
Portion attributable to noncontrolling interests	44		58
Cash flow hedges, net of tax	(41,178)		(54,015)
Ending balance (1)	(30,429)		61,510










Accumulated other comprehensive loss	$	(2,055,672)	$	(1,707,236)

(1)As of November 30, 2022, $15,913 of net unrealized losses related to derivatives designated as cash flow hedges is expected to be reclassified into Cost of services in the next twelve months.


Table of Contents	Notes To Consolidated Financial Statements (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
ACCENTURE FORM 10-Q		14

~~3. Earnings Per Share~~

~~Basic~~5. Business Combinations

During the three months ended November 30, 2022, we completed individually immaterial acquisitions for total consideration of $684,001, net of cash acquired. The pro forma effects of these acquisitions on our operations were not material.

6. Goodwill and ~~diluted earnings per share~~Intangible Assets

Goodwill

The changes in the carrying amount of goodwill by reportable operating segment are ~~calculated~~ as follows:

Three Months Ended Nine Months Ended
May 31, 2022 May 31, 2021 May 31, 2022 May 31, 2021
Basic earnings per share
Net income attributable to Accenture plc $ 1,786,075 $ 1,549,426 $ 5,212,041 $ 4,490,561
Basic weighted average Class A ordinary shares 632,749,442 635,203,753 632,969,487 635,151,632
Basic earnings per share $ 2.82 $ 2.44 $ 8.23 $ 7.07
Diluted earnings per share
Net income attributable to Accenture plc $ 1,786,075 $ 1,549,426 $ 5,212,041 $ 4,490,561
Net income attributable to noncontrolling interests in Accenture Canada Holdings Inc. (1) 1,902 1,699 5,578 5,001
Net income for diluted earnings per share calculation $ 1,787,977 $ 1,551,125 $ 5,217,619 $ 4,495,562
Basic weighted average Class A ordinary shares 632,749,442 635,203,753 632,969,487 635,151,632
Class A ordinary shares issuable upon redemption/exchange of noncontrolling interests (1) 673,775 696,473 677,363 707,408
Diluted effect of employee compensation related to Class A ordinary shares 7,513,927 9,485,736 9,834,622 10,245,649
Diluted effect of share purchase plans related to Class A ordinary shares 67,597 68,059 210,968 139,312
Diluted weighted average Class A ordinary shares 641,004,741 645,454,021 643,692,440 646,244,001
Diluted earnings per share $ 2.79 $ 2.40 $ 8.11 $ 6.96


	August 31, 2022		Additions/ Adjustments		Foreign Currency Translation		November 30, 2022
North America	$	7,744,582	$	176,472	$	(14,740)	$	7,906,314
Europe	4,134,091		151,436		123,001		4,408,528
Growth Markets	1,254,620		242,861		(21,637)		1,475,844
Total	$	13,133,293	$	570,769	$	86,624	$	13,790,686

~~(1)Diluted earnings per share assumes~~Goodwill includes immaterial adjustments related to prior period acquisitions.

Intangible Assets

Our definite-lived intangible assets by major asset class are as follows:


	August 31, 2022						November 30, 2022
Intangible Asset Class	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Customer-related	$	2,498,001	$	(842,056)	$	1,655,945	$	2,637,724	$	(872,216)	$	1,765,508
Technology	283,251		(96,782)		186,469		288,708		(110,107)		178,601
Patents	126,950		(70,745)		56,205		126,385		(70,784)		55,601
Other	62,875		(30,686)		32,189		64,343		(34,039)		30,304
Total	$	2,971,077	$	(1,040,269)	$	1,930,808	$	3,117,160	$	(1,087,146)	$	2,030,014

Total amortization related to our intangible assets was $109,069 and $102,542 for the ~~exchange~~three months ended November 30, 2022 and 2021. Estimated future amortization related to intangible assets held as 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.November 30, 2022 is as follows:


Fiscal Year	Estimated Amortization
Remainder of 2023	$	333,744
2024	373,490
2025	339,358
2026	293,457
2027	232,307
Thereafter	457,658
Total	$	2,030,014


Table of Contents	Notes To Consolidated Financial Statements (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
ACCENTURE FORM 10-Q		15

~~4. Accumulated Other Comprehensive Loss~~

7. Shareholders’ Equity

Cancellation of Treasury Shares

During the three months ended November 30, 2022, we cancelled 8,828,496 Accenture plc Class A ordinary shares that were held as treasury shares and had an aggregate cost of $2,595,281. The effect of the cancellation of these treasury shares was recognized in Class A ordinary shares and Additional paid-in capital with the residual recorded in Retained earnings. There was no effect on total shareholders’ equity as a result of this cancellation.

Dividends

Our dividend activity during the three months ended November 30, 2022 is as follows:


	Dividend Per Share		Accenture plc Class A Ordinary Shares			Accenture Canada Holdings Inc. Exchangeable Shares			Total Cash Outlay
Dividend Payment Date			Record Date	Cash Outlay		Record Date	Cash Outlay
November 15, 2022	$	1.12	October 13, 2022	$	704,938	October 11, 2022	$	629	$	705,567

The ~~following table summarizes~~payment of cash dividends includes the ~~changes~~net effect of $25,763 of additional restricted stock units being issued as a part of our share plans, which resulted in 87,746 restricted share units being issued.

Subsequent Event

On December 15, 2022, the ~~accumulated balances~~Board of Directors of Accenture plc declared a quarterly cash dividend of $1.12 per share on our Class A ordinary shares for ~~each component~~shareholders of ~~accumulated other comprehensive loss attributable to Accenture plc:~~record at the close of business on January 12, 2023 payable on February 15, 2023.

Three Months Ended Nine Months Ended
May 31, 2022 May 31, 2021 May 31, 2022 May 31, 2021
Foreign currency translation
    Beginning balance $ (1,186,417) $ (843,968) $ (975,064) $ (1,010,279)
             Foreign currency translation (235,827) 72,565 (455,075) 242,016
             Income tax benefit (expense) 110 (583) 2,477 (1,734)
             Portion attributable to noncontrolling interests 4,406 (3,903) 9,934 (5,892)
             Foreign currency translation, net of tax (231,311) 68,079 (442,664) 234,390
    Ending balance (1,417,728) (775,889) (1,417,728) (775,889)
Defined benefit plans
    Beginning balance (563,385) (594,087) (559,958) (615,223)
             Reclassifications into net periodic pension and
             post-retirement expense 12,579 13,698 7,881 41,035
             Income tax benefit (expense) (2,276) (2,638) (1,009) (8,816)
             Portion attributable to noncontrolling interests (11) (12) (7) (35)
             Defined benefit plans, net of tax 10,292 11,048 6,865 32,184
    Ending balance (553,093) (583,039) (553,093) (583,039)
Cash flow hedges
    Beginning balance 74,317 27,617 115,525 63,714
             Unrealized gain (loss) (37,978) 118,720 (31,924) 109,058
             Reclassification adjustments into Cost of services (27,449) (33,043) (78,142) (68,329)
             Income tax benefit (expense) 7,724 (15,045) 11,111 (6,234)
             Portion attributable to noncontrolling interests 61 (78) 105 (38)
             Cash flow hedges, net of tax (57,642) 70,554 (98,850) 34,457
    Ending balance (1) 16,675 98,171 16,675 98,171
Investments
    Beginning balance — — — (49)
             Unrealized gain (loss) — — — 49
             Investments, net of tax — — — 49
    Ending balance — — — —
Accumulated other comprehensive loss $ (1,954,146) $ (1,260,757) $ (1,954,146) $ (1,260,757)

~~(1)As of May 31, 2022, $42,073 of net unrealized gains related to derivatives designated as cash flow hedges is expected to be reclassified into Cost of services in the next twelve months.~~


Table of Contents	Notes To Consolidated Financial Statements (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
ACCENTURE FORM 10-Q		16

~~5. Business Combinations and Dispositions~~

~~Business Combinations~~

During the nine months ended May 31, 2022, we completed individually immaterial acquisitions for total consideration of $2,181,316, net of cash acquired. The pro forma effects of these acquisitions on our operations were not material.

~~Dispositions~~

During the third quarter of fiscal 2022, we disposed of our business in Russia, which was part of our Europe segment. The transaction resulted in a non-operating loss of $96,294, which was not deductible for tax purposes and did not have a material effect on our operations or financial results.


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

~~6. Goodwill and Intangible Assets~~

~~Goodwill~~

~~The changes in the carrying amount of goodwill by reportable operating segment are as follows:~~

August 31,
2021 Additions/
Adjustments Foreign
Currency
Translation May 31,
2022
North America $ 6,618,198 $ 396,122 $ (693) $ 7,013,627
Europe 3,329,746 1,240,717 (363,646) 4,206,817
Growth Markets 1,177,917 137,532 (36,450) 1,278,999
Total $ 11,125,861 $ 1,774,371 $ (400,789) $ 12,499,443

~~Goodwill includes immaterial adjustments related to prior period acquisitions.~~

~~Intangible Assets~~

~~Our definite-lived intangible assets by major asset class are as follows:~~

August 31, 2021 May 31, 2022
Intangible Asset Class Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount
Customer-related $ 2,068,156 $ (654,460) $ 1,413,696 $ 2,356,899 $ (807,826) $ 1,549,073
Technology 250,481 (54,391) 196,090 264,040 (83,716) 180,324
Patents 126,202 (66,650) 59,552 127,688 (70,893) 56,795
Other 70,407 (28,807) 41,600 72,095 (36,992) 35,103
Total $ 2,515,246 $ (804,308) $ 1,710,938 $ 2,820,722 $ (999,427) $ 1,821,295

Total amortization related to our intangible assets was $109,855 and $328,228 for the three and nine months ended May 31, 2022, respectively. Total amortization related to our intangible assets was $93,980 and $234,933 for the three and nine months ended May 31, 2021, respectively. Estimated future amortization related to intangible assets held as of May 31, 2022 is as follows:

Fiscal Year Estimated Amortization
Remainder of 2022 $ 98,449
2023 350,336
2024 313,662
2025 290,175
2026 243,997
Thereafter 524,676
Total $ 1,821,295


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

~~7. Shareholders’ Equity~~

~~Dividends~~

~~Our dividend activity during the nine months ended May 31, 2022 is as follows:~~

Dividend Per
Share Accenture plc Class A
Ordinary Shares Accenture Canada Holdings
Inc. Exchangeable Shares Total Cash
Outlay
Dividend Payment Date Record Date Cash Outlay Record Date Cash Outlay
November 15, 2021 $ 0.97 October 14, 2021 $ 612,543 October 12, 2021 $ 665 $ 613,208
February 15, 2022 0.97 January 13, 2022 615,926 January 11, 2022 657 616,583
May 13, 2022 0.97 April 14, 2022 613,135 April 12, 2022 650 613,785
Total Dividends $ 1,841,604 $ 1,972 $ 1,843,576

The payment of cash dividends includes the net effect of $77,938 of additional restricted stock units being issued as a part of our share plans, which resulted in 233,603 restricted share units being issued.

~~Subsequent Event~~

On June 22, 2022, the Board of Directors of Accenture plc declared a quarterly cash dividend of $0.97 per share on our Class A ordinary shares for shareholders of record at the close of business on July 14, 2022 payable on August 15, 2022.


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

8. Financial Instruments

Derivatives

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

Cash Flow Hedges

For a cash flow hedge, the effective portion of the change in estimated fair value of a hedging instrument is recorded in Accumulated other comprehensive loss as a separate component of Shareholders’ Equity and is reclassified into Cost of services in the Consolidated Income Statements during the period in which the hedged transaction is recognized. For information related to derivatives designated as cash flow hedges that were reclassified into Cost of services during the three ~~and nine~~ months ended ~~May 31,~~November 30, 2022 and 2021, as well as those expected to be reclassified into Cost of services in the next 12 months, see Note 4 (Accumulated Other Comprehensive Loss) to these Consolidated Financial Statements.

Other Derivatives

Realized gains or losses and changes in the estimated fair value of foreign currency forward contracts that have not been designated as hedges were net losses of ~~$31,285~~$29,691 and ~~$67,812~~$23,479 for the three ~~and nine~~ months ended ~~May 31,~~November 30, 2022 ~~respectively,~~ and ~~net losses of $13,165 and net gains of $11,370 for the three and nine months ended May 31,~~ 2021, respectively. Gains and losses on these contracts are recorded in Other income (expense), net in the Consolidated Income Statements and are offset by gains and losses on the related hedged items.

Fair Value of Derivative Instruments

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


		May 31, 2022		August 31, 2021			November 30, 2022		August 31, 2022
Assets	Assets					Assets
Cash Flow Hedges	Cash Flow Hedges					Cash Flow Hedges
Other current assets	Other current assets	$	66,800	$	109,416	Other current assets	$	61,110	$	89,867
Other non-current assets	Other non-current assets	41,290		70,250		Other non-current assets	54,177		69,209
Other Derivatives	Other Derivatives					Other Derivatives
Other current assets	Other current assets	34,578		32,322		Other current assets	44,147		8,657
Total assets	Total assets	$	142,668	$	211,988	Total assets	$	159,434	$	167,733
Liabilities	Liabilities					Liabilities
Cash Flow Hedges	Cash Flow Hedges					Cash Flow Hedges
Other accrued liabilities	Other accrued liabilities	$	24,727	$	5,867	Other accrued liabilities	$	77,023	$	61,156
Other non-current liabilities	Other non-current liabilities	27,774		8,585		Other non-current liabilities	34,649		42,537
Other Derivatives	Other Derivatives					Other Derivatives
Other accrued liabilities	Other accrued liabilities	35,556		3,614		Other accrued liabilities	5,562		83,792
Total liabilities	Total liabilities	$	88,057	$	18,066	Total liabilities	$	117,234	$	187,485
Total fair value	Total fair value	$	54,611	$	193,922	Total fair value	$	42,200	$	(19,752)
Total notional value	Total notional value	$	10,749,922	$	10,045,903	Total notional value	$	10,646,500	$	11,095,604

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


		May 31, 2022		August 31, 2021			November 30, 2022		August 31, 2022
Net derivative assets	Net derivative assets	$	83,716	$	193,936	Net derivative assets	$	90,380	$	140,073
Net derivative liabilities	Net derivative liabilities	29,105		14		Net derivative liabilities	48,180		159,825
Total fair value	Total fair value	$	54,611	$	193,922	Total fair value	$	42,200	$	(19,752)


Table of Contents	Notes To Consolidated Financial Statements (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
ACCENTURE FORM 10-Q		2017

9. Income Taxes

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

Our effective tax rates for the three months ended ~~May 31,~~November 30, 2022 and 2021 were ~~27.1%~~23.3% and ~~25.0%~~24.4%, respectively. The lower effective tax rate for the three months ended ~~May 31,~~November 30, 2022 ~~included higher~~was primarily due to lower tax expense from ~~changes in the geographic distribution of earnings. Our effective~~adjustments to prior year tax rates for the nine months ended May 31, 2022 and 2021 were 23.8% and 22.1%, respectively. Absent the $271,009 gain on our investment in Duck Creek Technologies and related $41,440 in tax expense, our effective tax rate for the nine months ended May 31, 2021 would have been 22.4%. The effective tax rate for the nine months ended May 31, 2022 included higher tax expense from changes in the geographic distribution of earnings, partially offset by higher tax benefits from share-based payments.liabilities.


~~Table of Contents~~	~~Notes To Consolidated Financial Statements~~ ~~(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)~~
~~ACCENTURE~~ ~~FORM 10-Q~~		21

10. Commitments and Contingencies

Indemnifications and Guarantees

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

As of ~~May 31,~~November 30, 2022 and August 31, ~~2021,~~2022, our aggregate potential liability to our clients for expressly limited guarantees involving the performance of third parties was approximately ~~$1,445,000~~$1,519,000 and ~~$885,000,~~$1,349,000, respectively, of which all but approximately ~~$51,000~~$64,000 and ~~$78,000,~~$49,000, respectively, may be recovered from the other third parties if we are obligated to make payments to the indemnified parties as a consequence of a performance default by the other third parties. For arrangements with unspecified limitations, we cannot reasonably estimate the aggregate maximum potential liability, as it is inherently difficult to predict the maximum potential amount of such payments, due to the conditional nature and unique facts of each particular arrangement.

As of ~~May 31,~~November 30, 2022 and August 31, ~~2021,~~2022, we have issued or provided guarantees in the form of letters of credit and surety bonds of ~~$1,108,966~~$1,105,624 and ~~$928,918,~~$1,116,298, respectively, the majority of which support certain contracts that require us to provide them as a guarantee of our performance. These guarantees are typically renewed annually and remain in place until the contractual obligations are satisfied. In general, we would only be liable for these guarantees in the event we defaulted in performing our obligations under each contract, the probability of which we believe is remote.

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

Legal Contingencies

As of ~~May 31,~~November 30, 2022, we or our present personnel had been named as a defendant in various litigation matters. We and/or our personnel also from time to time are involved in investigations by various regulatory or legal authorities concerning matters arising in the course of our business around the world. Based on the present status of these matters, management believes the range of reasonably possible losses in addition to amounts accrued, net of insurance recoveries, will not have a material effect on our results of operations or financial condition.

On July 24, 2019, Accenture was named in a putative class action lawsuit filed by consumers of Marriott International, Inc. (“Marriott”) in the U.S. District Court for the District of Maryland. The complaint alleges negligence by us, and seeks monetary damages, costs and attorneys’ fees and other related relief, relating to a data security incident involving unauthorized access to the reservations database of Starwood Worldwide Resorts, Inc. (“Starwood”), which was acquired by Marriott on September 23, 2016. Since 2009, we have provided certain IT infrastructure outsourcing services to Starwood. On October 27, 2020, the court issued an order largely denying Accenture’s motion to dismiss the claims against us. On May 3, 2022, the court issued an order granting in part the plaintiffs’ motion for class certification, which we are appealing. We continue to believe the lawsuit is without merit and we will vigorously defend it. At present, we do not believe any losses from this matter will have a material effect on our results of operations or financial condition.


Table of Contents	Notes To Consolidated Financial Statements (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
ACCENTURE FORM 10-Q		2218

11. Segment Reporting

Our reportable segments are our 3three geographic markets, which are North America, Europe and Growth Markets. Information regarding reportable segments, industry groups and type of work is as follows:

Revenues
Three Months Ended Nine Months Ended
May 31, 2022 May 31, 2021 May 31, 2022 May 31, 2021
GEOGRAPHIC MARKETS
North America $ 7,613,629 $ 6,199,583 $ 21,597,880 $ 17,312,514
Europe 5,350,360 4,452,360 15,460,313 12,449,811
Growth Markets 3,194,814 2,611,852 9,112,456 7,351,780
Total Revenues $ 16,158,803 $ 13,263,795 $ 46,170,649 $ 37,114,105
INDUSTRY GROUPS
Communications, Media & Technology $ 3,427,232 $ 2,704,260 $ 9,703,579 $ 7,518,074
Financial Services 3,079,418 2,597,532 8,869,296 7,321,378
Health & Public Service 2,917,028 2,519,591 8,333,915 6,993,381
Products 4,601,473 3,673,963 13,212,255 10,220,982
Resources 2,133,652 1,768,449 6,051,604 5,060,290
Total Revenues $ 16,158,803 $ 13,263,795 $ 46,170,649 $ 37,114,105
TYPE OF WORK
Consulting $ 9,032,484 $ 7,260,428 $ 25,747,095 $ 20,032,392
Outsourcing 7,126,319 6,003,367 20,423,554 17,081,713
Total Revenues $ 16,158,803 $ 13,263,795 $ 46,170,649 $ 37,114,105

Operating Income
Three Months Ended Nine Months Ended
May 31, 2022 May 31, 2021 May 31, 2022 May 31, 2021
GEOGRAPHIC MARKETS
North America $ 1,379,828 $ 1,128,352 $ 3,715,155 $ 2,789,305
Europe 693,512 607,858 1,969,997 1,740,221
Growth Markets 529,778 382,446 1,413,840 1,133,314
Total Operating Income $ 2,603,118 $ 2,118,656 $ 7,098,992 $ 5,662,840

During the third quarter of fiscal 2022, we identified an immaterial misclassification in Note 16 (Segment Reporting) to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended August 31, 2021. Net assets for North America and Growth Markets as of August 31, 2021 were understated with an offsetting overstatement in Europe. There was no effect on total net assets or on any other items in Accenture’s Consolidated Financial Statements. The disclosure has been adjusted below and will be corrected in Accenture’s Annual Report on Form 10-K for the year ended August 31, 2022.

North America Europe Growth Markets Total
Net assets as of August 31, 2021, as reported (1) $ 1,859,445 $ 2,860,604 $ 848,684 $ 5,568,733
Adjustments 1,281,873 (1,295,944) 14,071 —
Net assets as of August 31, 2021, as adjusted (1) $ 3,141,318 $ 1,564,660 $ 862,755 $ 5,568,733


	Revenues
	Three Months Ended
	November 30, 2022		November 30, 2021
Geographic Markets
North America	$	7,622,820	$	6,907,215
Europe	5,072,050		5,100,068
Growth Markets	3,052,932		2,957,870
Total Revenues	$	15,747,802	$	14,965,153
Industry Groups (1)
Communications, Media & Technology	$	2,980,203	$	2,897,295
Financial Services	2,963,396		2,917,720
Health & Public Service	3,000,019		2,730,034
Products	4,665,788		4,467,897
Resources	2,138,396		1,952,207
Total Revenues	$	15,747,802	$	14,965,153
TYPE OF WORK
Consulting	$	8,444,367	$	8,392,409
Managed Services (2)	7,303,435		6,572,744
Total Revenues	$	15,747,802	$	14,965,153

(1)~~We do not allocate total assets by reportable segment. Reportable segment assets directly attributable~~Effective June 1, 2022, we revised the reporting of our industry groups for the movement of Aerospace & Defense from Communications, Media & Technology to ~~a reportable segment and provided~~Products. Prior period amounts have been reclassified to conform with the ~~chief operating decision makers include receivables and~~ current ~~and non-current contract assets, deferred contract costs and current and non-current deferred revenues.~~period presentation.

(2)Previously referred to as our outsourcing business.


	Operating Income
	Three Months Ended
	November 30, 2022		November 30, 2021
Geographic Markets
North America	$	1,309,883	$	1,244,417
Europe	690,000		744,856
Growth Markets	593,217		445,021
Total Operating Income	$	2,593,100	$	2,434,294


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ACCENTURE FORM 10-Q	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2319

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and related Notes included elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended August 31, ~~2021,~~2022, and with the information under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended August 31, ~~2021.~~2022.

We use the terms “Accenture,” “we,” “our” and “us” in this report to refer to Accenture plc and its subsidiaries. All references to years, unless otherwise noted, refer to our fiscal year, which ends on August 31. For example, a reference to “fiscal ~~2022”~~2023” means the 12-month period that will end on August 31, ~~2022.~~2023. All references to quarters, unless otherwise noted, refer to the quarters of our fiscal year.

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

Disclosure Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) relating to our operations, results of operations and other matters that are based on our current expectations, estimates, assumptions and projections. Words such as “may,” “will,” “should,” “likely,” “anticipates,” “aspires,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “positioned,” ~~“outlook”~~“outlook,” “goal,” “target,” and similar expressions are used to identify these forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed or forecast in these forward-looking statements. Risks, uncertainties and other factors that might cause such differences, some of which could be material, include but are not limited to those identified below.

Business Risks

•Our results of operations have been, and may in the future be, adversely affected by volatile, negative or uncertain economic and political conditions including the invasion of Ukraine by Russia, the related sanctions and other measures that have been and continue to be imposed in response to the conflict, as well as the current inflationary environment, and the effects of these conditions on our clients’ businesses and levels of business activity.

•~~We face legal, reputational and financial risks from any failure to protect client and/or Accenture data from security incidents or cyberattacks.~~

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

•If we are unable to match people and their skills 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.

•~~The COVID-19 pandemic has impacted our business~~We face legal, reputational and ~~operations, and the extent~~financial risks from any failure to ~~which it will continue to do so and its impact on our future financial results are uncertain.~~protect client and/or Accenture data from security incidents or cyberattacks.

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

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

•Our environmental, social and governance (ESG) commitments and disclosures may expose us to reputational risks and legal liability.

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


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ACCENTURE FORM 10-Q	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2420

Financial Risks

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

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

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

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

•~~We might be unable to access additional capital on favorable terms or at all. If we raise equity capital, it may dilute our shareholders’ ownership interest in us.~~

Operational Risks

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

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

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

Legal and Regulatory Risks

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

•Our global operations expose us to numerous and sometimes conflicting legal and regulatory requirements, and violation of these regulations could harm our business.

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

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

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

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

For a more detailed discussion of these factors, see the information under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended August 31, ~~2021.~~2022. Our forward-looking statements speak only as of the date of this report or as of the date they are made, and we undertake no obligation to update any forward-looking statements.


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ACCENTURE FORM 10-Q	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2521

Overview

Accenture ~~plc~~ is a leading global professional services company, providing a broad range of services inand solutions across Strategy ~~and~~& Consulting, Technology, Operations, Industry X and ~~Accenture Song (formerly Accenture Interactive).~~Song. We serve clients in three geographic markets: North America, Europe and Growth Markets (Asia Pacific, Latin America, Africa and the Middle East). We combine our strength in technology with industry experience, functional expertise and global delivery capability to help ~~our clients~~the world’s leading businesses, governments and other organizations build their digital core, ~~transform~~optimize their operations, ~~and~~ accelerate revenue ~~growth—~~growth and enhance citizen services—creating tangible value ~~across their enterprises~~ at speed and scale.

Our results of operations are affected by economic conditions, including macroeconomic conditions, the overall inflationary environment and levels of business ~~confidence~~confidence. There continues to be significant economic and geopolitical uncertainty in many markets around the ~~overall inflationary environment. The invasion of Ukraine by Russia~~world, which has impacted and ~~the sanctions and other measures that have been and~~may continue to ~~be imposed~~impact our business, particularly with regard to wage inflation and increased volatility in ~~response to this conflict~~foreign currency exchange rates. In some cases, these conditions have ~~increased~~slowed the pace and level of economic and political uncertainty. During the third quarter of fiscal 2022, we disposed of our business in Russia and recorded a non-operating loss of $96 million. We do not have a business in Ukraine or Belarus. While we have not experienced a material impact on our results of operations to date as a result of the conflict, a significant expansion of economic disruption or escalation of the conflict could have a material adverse effect on our results of operations. For a more complete discussion of the risks we encounter in our business, please refer to Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended August 31, 2021.client spending.

~~Summary of Results~~Key Metrics

We saw ~~very~~ strong demand across our business in the ~~third~~first quarter of fiscal ~~2022~~2023 as our clients continue their digital transformations. Key metrics for the ~~third~~first quarter of fiscal ~~2022~~2023 compared to the ~~third~~first quarter of fiscal ~~2021~~2022 included:

•Revenues of ~~$16.2~~$15.7 billion, representing ~~22%~~5% growth in U.S. dollars and ~~27%~~15% growth in local currency;

•New bookings of ~~$17.0~~$16.2 billion, ~~an increase~~a decrease of ~~10%~~3% in U.S. dollars and ~~15%~~an increase of 6% in local currency;

•Operating margin of ~~16.1%~~16.5%, a 1020 basis point expansion;

•Diluted earnings per share of ~~$2.79,~~$3.08, an increase of ~~16%~~11% over ~~$2.40~~$2.78 for the ~~third~~first quarter of fiscal ~~2021, including a $0.15 per share or 6% negative impact from the disposition of our business in Russia;~~2022; and

•Cash returned to shareholders of ~~$5.4~~$2.1 billion, including share purchases of ~~$3.5~~$1.4 billion and dividends of ~~$1.8 billion.~~$706 million.

Revenues


		Three Months Ended				Percent Increase (Decrease) U.S. Dollars		Percent Increase (Decrease) Local Currency
(in billions of U.S. Dollars)		November 30, 2022		November 30, 2021

Geographic Markets	North America	$	7.6	$	6.9	10	%	11	%
	Europe	5.1		5.1		(1)		17
	Growth Markets	3.1		3.0		3		19
	Total Revenues	$	15.7	$	15.0	5	%	15	%


Industry Groups (1)	Communications, Media & Technology	$	3.0	$	2.9	3	%	11	%
	Financial Services	3.0		2.9		2		13
	Health & Public Service	3.0		2.7		10		15
	Products	4.7		4.5		4		15
	Resources	2.1		2.0		10		21
	Total Revenues	$	15.7	$	15.0	5	%	15	%


Type of Work	Consulting	$	8.4	$	8.4	1	%	10	%
	Managed Services (2)	7.3		6.6		11		20
	Total Revenues	$	15.7	$	15.0	5	%	15	%

Amounts in table may not total due to rounding.

(1)Effective June 1, 2022, we revised the reporting of our industry groups for the movement of Aerospace & Defense from Communications, Media & Technology to Products. Prior period amounts have been reclassified to conform with the current period presentation.

(2)Previously referred to as our outsourcing business.

Revenues for the ~~third~~first quarter of fiscal ~~2022~~2023 increased ~~22%~~5% in U.S. dollars and ~~27%~~15% in local currency compared to the ~~third~~first quarter of fiscal ~~2021. Revenues for the nine months ended May 31, 2022 increased 24% in U.S. dollars and 27% in local currency compared to the nine months ended May 31, 2021.~~2022. During the ~~third~~first quarter of fiscal ~~2022,~~2023, revenue growth in local currency was very strong across all geographic markets, industry groups and types of work. ~~While the business environment remained competitive, pricing improved across our business. We use the term “pricing” to mean the contract profitability or margin on the work that we sell.~~


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ACCENTURE FORM 10-Q	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

In our consulting business, revenues for the ~~third~~first quarter of fiscal ~~2022~~2023 increased ~~24%~~1% in U.S. dollars and ~~30%~~10% in local currency compared to the ~~third~~first quarter of fiscal ~~2021. Consulting revenues for the nine months ended May 31, 2022 increased 29% in U.S. dollars and 32% in local currency compared to the nine months ended May 31, 2021.~~2022. Consulting revenue in local currency for the ~~third~~first quarter of fiscal ~~2022~~2023 was driven by very strong growth in ~~Europe,~~ Growth Markets and Europe and strong growth in North America. Our consulting revenue continues to be driven by helping our clients accelerate their digital transformation, including moving to the cloud, embedding security across the enterprise and adopting new technologies. In addition, clients continue to be focused on initiatives designed to deliver cost savings and operational efficiency, as well as projects to accelerate growth and improve customer experiences.

In our ~~outsourcing~~managed services business, ~~which we also refer~~previously referred to as our ~~managed services~~outsourcing business, revenues for the ~~third~~first quarter of fiscal ~~2022~~2023 increased ~~19%~~11% in U.S. dollars and ~~23%~~20% in local currency compared to the ~~third~~first quarter of fiscal ~~2021. Outsourcing revenues for the nine months ended May 31, 2022 increased 20% in U.S. dollars and 22% in local currency compared to the nine months ended May 31, 2021. Outsourcing~~2022. Managed services revenue in local currency for the ~~third~~first quarter of fiscal ~~2022~~2023 was driven by very strong growth in Growth Markets, Europe and North America. We continue to experience growing demand to assist clients with application modernization and maintenance, cloud enablement and managed security services. In addition, clients continue to be focused on transforming their operations through data and analytics, automation and artificial intelligence to drive productivity and operational cost savings.

As we are a global company, our revenues are denominated in multiple currencies and may be significantly affected by currency exchange rate fluctuations. While a significant portion of our revenues are in U.S. dollars, the majority of our revenues are denominated in other currencies, including the Euro, Japanese yen and U.K. pound. There continues to be volatility in foreign currency exchange rates. Unfavorable fluctuations in foreign currency exchange rates have had and could in the future have a material effect on our financial results. If the U.S. dollar weakens against other currencies, resulting in favorable currency translation, our revenues, revenue growth and results of operations in U.S. dollars may be higher. If the U.S. dollar strengthens against other currencies, resulting in unfavorable currency translation, our revenues, revenue growth and results of operations in


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

U.S. dollars may be lower. The U.S. dollar strengthened significantly against various currencies during the ~~three and nine months ended May 31, 2022~~first quarter of fiscal 2023 compared to the ~~three and nine months ended May 31, 2021,~~first quarter of fiscal 2022, resulting in unfavorable currency translation and U.S. dollar revenue growth that was approximately ~~5% and 3%~~9.5% lower ~~respectively,~~ than our revenue growth in local currency. Assuming that exchange rates stay within recent ranges for the remainder of fiscal ~~2022,~~2023, we estimate that our full fiscal ~~2022~~2023 revenue growth in U.S. dollars will be approximately ~~4.5%~~5% lower than our revenue growth in local currency.

People Metrics

Utilization

Workforce

Annualized Voluntary Attrition

91%

738,000

13%

compared to 92% in the first quarter of fiscal 2022

compared to approximately 674,000 as of November 30, 2021

compared to 17% in the first quarter of fiscal 2022

Utilization for the ~~third~~first quarter of fiscal ~~2022~~2023 was 91%, ~~down from 93%~~compared to 92% in the ~~third~~first quarter of fiscal ~~2021.~~2022. We hire to meet current and projected future demand. We proactively plan and manage the size and composition of our workforce and take actions as needed to address changes in the anticipated demand for our services and solutions, given that compensation costs are the most significant portion of our operating expenses. Our workforce, the majority of which serves our clients, increased to approximately ~~710,000~~738,000 as of ~~May 31,~~November 30, 2022, compared to approximately ~~569,000~~674,000 as of ~~May 31,~~November 30, 2021. The year-over-year increase in our workforce reflects ~~an overall increase in~~ demand for our services and solutions, as well as people added in connection with acquisitions.

~~Annualized~~For the first quarter of fiscal 2023, attrition, excluding involuntary terminations, ~~for~~was 13%, down from 17% in the ~~third~~first quarter of fiscal ~~2022 was 20%, compared to 17% in the third quarter of fiscal 2021.~~2022. We evaluate voluntary attrition, adjust levels of new hiring and use involuntary terminations as a means to ~~match people~~keep our supply of skills and ~~skills~~resources in balance with changes in client demand.

In addition, we adjust compensation in order to attract and retain appropriate numbers of qualified employees. For the majority of our ~~personnel,~~people, compensation increases become effective December 1st of each fiscal year. Given the overall inflationary environment, compensation ~~is increasing~~has been and continues to increase faster than in prior years. WeIn the first quarter of fiscal 2023, we have improved pricing, which we define as the contract profitability or margin on the work that we sell, across our business. While we are increasing ~~our~~ pricing, as well as changing the mix of people and utilizing technology, ~~to reduce the impact of these compensation increases on our margin; however,~~ the impact of these actions ~~is lagging~~may not fully offset the impact of compensation increases on our margin, potentially resulting in lower contract profitability in the ~~compensation increases.~~future.

Our ability to grow our revenues and maintain or increase our margin could be adversely affected if we are unable to: match people and skills with the types or amounts of services and solutions clients are demanding; recover or offset increases in compensation; deploy our employees globally on a timely basis; manage attrition; and/or effectively assimilate new employees.


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

Operating Expenses

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 people serving our clients, which consists mainly of compensation, subcontractor and other payroll costs, and non-payroll costs on ~~outsourcing~~managed services 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 people that are non-client-facing, information systems, office space and certain acquisition-related costs.

Gross margin (Revenues less Cost of services as a percentage of Revenues) for the ~~third~~first quarter of fiscal ~~2022~~2023 was 32.9%, ~~compared~~flat with ~~33.2% for~~ the ~~third~~first quarter of fiscal ~~2021.~~2022. Gross margin for the ~~nine months ended May 31, 2022~~first quarter of fiscal 2023 was ~~32.0% compared with 32.1% for the nine months ended May 31, 2021. The decrease in gross margin for the three and nine months ended May 31, 2022 was due to~~impacted by higher labor costs, including increased compensation ~~and subcontractor~~ costs, ~~partially~~ offset by a decrease in non-payroll ~~costs.~~costs compared to the same period in fiscal 2022.

Sales and marketing and General and administrative costs as a percentage of revenues were ~~16.8%~~16.5% for the ~~third~~first quarter of fiscal ~~2022 and~~2023, compared with 16.6% for the ~~nine months ended May 31, 2022, compared with 17.2% for the third~~first quarter of fiscal ~~2021 and 16.8% for the nine months ended May 31, 2021.~~2022. For the ~~third~~first quarter of fiscal 2023 compared to the same period in fiscal ~~2021,~~2022, Sales and marketing costs decreased 30 basis points primarily due to a decrease in non-payroll costs, including lower advertising costs, partially offset by higher business development costs as a percentage of revenues. For the nine months ended May 31, 2022 compared to the same period in fiscal 2021, Sales and marketing costs decreased 40 basis points primarily due to lower selling and advertising costs as a percentage of revenues. For the third quarter, compared to the same period in fiscal 2021, General and administrative costs decreasedincreased 10 basis points as a percentage of revenues. For the ~~nine months ended May 31, 2022,~~first quarter of fiscal 2023, compared to the same period in fiscal ~~2021,~~2022, General and administrative costs ~~increased 20~~decreased 30 basis points due to lower non-payroll costs as a percentage of revenues.

Operating margin (Operating income as a percentage of Revenues) for the ~~third~~first quarter of fiscal ~~2022~~2023 was ~~16.1%~~16.5%, compared with ~~16.0%~~16.3% for the ~~third~~first quarter of fiscal ~~2021. Operating margin~~2022.

New Bookings


	Three Months Ended				Percent Increase (Decrease) U.S. Dollars		Percent Increase (Decrease) Local Currency
(in billions of U.S. dollars)	November 30, 2022		November 30, 2021
Consulting	$	8.1	$	9.4	(14)	%	(5)	%
Managed Services (1)	8.1		7.4		10		20
Total New Bookings	$	16.2	$	16.8	(3)	%	6	%

(1)Previously referred to as our outsourcing business.

We provide information regarding our new bookings, which include new contracts, including those acquired through acquisitions, as well as renewals, extensions and changes to existing contracts, because we believe doing so provides useful trend information regarding changes in the volume of our new business over time. New bookings can vary significantly quarter to quarter depending in part on the timing of the signing of a small number of large managed services contracts. The types of services and solutions clients are demanding and the pace and level of their spending may impact the conversion of new bookings to revenues. For example, managed services bookings, which are typically for multi-year contracts, generally convert to revenue over a longer period of time compared to consulting bookings.

Information regarding our new bookings is not comparable to, nor should it be substituted for, an analysis of our revenues over time. New bookings involve estimates and judgments. There are no third-party standards or requirements governing the ~~nine months ended May 31, 2022 was 15.4%, compared with 15.3%~~calculation of bookings. We do not update our new bookings for ~~the nine months ended May 31, 2021.~~

~~During the nine months ended May 31, 2021, we recorded gains of $271 million and related tax expense of $41 million~~material subsequent terminations or reductions related to bookings originally recorded in prior fiscal years. New bookings are recorded using then-existing foreign currency exchange rates and are not subsequently adjusted for foreign currency exchange rate fluctuations.

The majority of our ~~investment~~contracts are terminable by the client on short notice with little or no termination penalties, and some without notice. Only the non-cancelable portion of these contracts is included in ~~Duck Creek Technologies. For additional information, see~~our remaining performance obligations disclosed in Note ~~1 (Basis of Presentation)~~2 (Revenues) to our Consolidated Financial Statements under Item 1, “Financial Statements.”

~~The effective tax rates for the third quarter~~ Accordingly, a significant portion of fiscal 2022 and 2021 were 27.1% and 25.0%, respectively. The effective tax rate for the nine months ended May 31, 2022 was 23.8%, compared with 22.1% for the nine months ended May 31, 2021. Absent the investment gains and related tax expense,what we consider contract bookings is not included in our ~~effective tax rate for the nine months ended May 31, 2021 would have been 22.4%.~~remaining performance obligations.


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ACCENTURE FORM 10-Q	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2724

~~Diluted earnings per share were $2.79~~Results of Operations for the ~~third~~Three Months Ended November 30, 2022 Compared to the Three Months Ended November 30, 2021

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


	Three Months Ended				Percent Increase (Decrease) U.S. Dollars		Percent Increase (Decrease) Local Currency		Percent of Revenues for the Three Months Ended
(in millions of U.S. dollars)	November 30, 2022		November 30, 2021						November 30, 2022		November 30, 2021
Geographic Markets
North America	$	7,623	$	6,907	10	%	11	%	48	%	46	%
Europe	5,072		5,100		(1)		17		32		34
Growth Markets	3,053		2,958		3		19		19		20
Total	$	15,748	$	14,965	5	%	15	%	100	%	100	%
Industry Groups (1)
Communications, Media & Technology	$	2,980	$	2,897	3	%	11	%	19	%	19	%
Financial Services	2,963		2,918		2		13		19		19
Health & Public Service	3,000		2,730		10		15		19		18
Products	4,666		4,468		4		15		30		30
Resources	2,138		1,952		10		21		14		13
Total	$	15,748	$	14,965	5	%	15	%	100	%	100	%
Type of Work
Consulting	$	8,444	$	8,392	1	%	10	%	54	%	56	%
Managed Services (2)	7,303		6,573		11		20		46		44
Total	$	15,748	$	14,965	5	%	15	%	100	%	100	%

Amounts in table may not total due to rounding.

(2)Previously referred to as our outsourcing business.

Revenues

The following revenues commentary discusses local currency revenue changes for the first quarter of fiscal 2023 compared to the first quarter of fiscal 2022:

Geographic Markets

•North America revenues increased 11% in local currency, led by growth in Public Service, Consumer Goods, Retail & Travel Services, Industrial and Health. Revenue growth was driven by the United States.

•Europe revenues increased 17% in local currency, led by growth in Industrial, Banking & Capital Markets and Consumer Goods, Retail & Travel Services. Revenue growth was driven by Germany, the United Kingdom, Italy and France.

•Growth Markets revenues increased 19% in local currency, led by growth in Banking & Capital Markets, Public Service and Chemicals & Natural Resources. Revenue growth was led by Japan.

Operating Expenses

Operating expenses for the first quarter of fiscal 2023 increased $624 million, or 5%, over the first quarter of fiscal 2022, ~~compared with $2.40 for the third quarter~~and decreased as a percentage of fiscal 2021. Diluted earnings per share were $8.11 for the nine months ended May 31, 2022, compared with $6.96 for the nine months ended May 31, 2021. The $230 million investment gains, net of taxes, increased diluted earnings per share by $0.36revenues to 83.5% from 83.7% during ~~the nine months ended May 31, 2021. Excluding the impact of these gains, diluted earnings per share would have been $6.60 for the nine months ended May 31, 2021.~~

We have presented our effective tax rate and diluted earnings per share for the nine months ended May 31, 2021, excluding the impact of the investment gains, as we believe doing so facilitates understanding as to the impact of these items and our performance in comparison to the priorthis period.

~~New Bookings~~

New bookings for the third quarter of fiscal 2022 were $17.0 billion, with consulting bookings of $9.1 billion and outsourcing bookings of $7.8 billion. New bookings for the nine months ended May 31, 2022 were $53.3 billion, with consulting bookings of $29.4 billion and outsourcing bookings of $23.9 billion. New bookings for the third quarter of fiscal 2021 were $15.4 billion, with consulting bookings of $8.0 billion and outsourcing bookings of $7.4 billion. New bookings for the nine months ended May 31, 2021 were $44.3 billion, with consulting bookings of $22.7 billion and outsourcing bookings of $21.6 billion.


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ACCENTURE FORM 10-Q	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2825

~~Results of Operations for the Three Months Ended May 31, 2022 Compared to the Three Months Ended May 31, 2021~~

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

Three Months Ended Percent
Increase
(Decrease)
U.S.
Dollars Percent
Increase
(Decrease)
Local
Currency Percent of Revenues
for the Three Months Ended
(in millions of U.S. dollars) May 31, 2022 May 31, 2021 May 31, 2022 May 31, 2021
GEOGRAPHIC MARKETS
North America $ 7,614 $ 6,200 23 % 23 % 47 % 47 %
Europe 5,350 4,452 20 30 33 34
Growth Markets 3,195 2,612 22 30 20 20
Total $ 16,159 $ 13,264 22 % 27 % 100 % 100 %
INDUSTRY GROUPS
Communications, Media & Technology $ 3,427 $ 2,704 27 % 31 % 21 % 20 %
Financial Services 3,079 2,598 19 24 19 20
Health & Public Service 2,917 2,520 16 19 18 19
Products 4,601 3,674 25 31 28 28
Resources 2,134 1,768 21 26 13 13
Total $ 16,159 $ 13,264 22 % 27 % 100 % 100 %
TYPE OF WORK
Consulting $ 9,032 $ 7,260 24 % 30 % 56 % 55 %
Outsourcing 7,126 6,003 19 23 44 45
Total $ 16,159 $ 13,264 22 % 27 % 100 % 100 %


	Three Months Ended
(in millions of U.S. dollars)	November 30, 2022				November 30, 2021				Increase (Decrease)
Operating Expenses	$	13,155	83.5	%	$	12,531	83.7	%	$	624
Cost of services	10,562		67.1		10,048		67.1		513
Sales and marketing	1,550		9.8		1,454		9.7		96
General and administrative costs	1,043		6.6		1,028		6.9		15

Amounts in table may not total due to rounding.

~~Revenues~~Cost of Services

~~The following revenues commentary discusses local currency revenue changes~~Cost of services for the ~~third~~first quarter of fiscal 2023 increased $513 million, or 5%, over the first quarter of fiscal 2022, and remained flat as a percentage of revenues at 67.1% during this period. Gross margin for the first quarter of fiscal 2023 remained flat as a percentage of revenues at 32.9% compared with the first quarter of fiscal 2022. Gross margin for the first quarter of fiscal 2023 was impacted by higher labor costs, including increased compensation costs, offset by a decrease in non-payroll costs compared to the ~~third~~same period in fiscal 2022.

Sales and Marketing

Sales and marketing expense for the first quarter of fiscal ~~2021:~~

~~Geographic Markets~~

•~~North America revenues~~2023 increased ~~23% in local currency, led by growth in Consumer Goods, Retail & Travel Services, Public Service, Software & Platforms and Communications & Media. Revenue growth was driven by~~$96 million, or 7%, over the ~~United States.~~

•Europe revenues increased 30% in local currency, led by growth in Industrial, Consumer Goods, Retail & Travel Services and Banking & Capital Markets. Revenue growth was driven by Germany, the United Kingdom, France and Italy.

•Growth Markets revenues increased 30% in local currency, led by growth in Consumer Goods, Retail & Travel Services, Banking & Capital Markets and Public Service. Revenue growth was driven by Japan and Australia.

~~Operating Expenses~~

~~Operating expenses for the third~~first quarter of fiscal 2022, and increased ~~$2,411~~as a percentage of revenues to 9.8% over 9.7% during this period.

General and Administrative Costs

General and administrative costs for the first quarter of fiscal 2023 increased $15 million, or ~~22%~~1%, over the ~~third~~first quarter of fiscal ~~2021,~~2022, and decreased as a percentage of revenues to ~~83.9%~~6.6% from ~~84.0%~~6.9% during this period. The decrease was due to lower non-payroll costs as a percentage of revenues compared to the same period in fiscal 2022.

Operating ~~expenses by category~~Income and Operating Margin

Operating income for the first quarter of fiscal 2023 increased $159 million, or 7%, over the first quarter of fiscal 2022. Operating margin for the first quarter of fiscal 2023 was 16.5%, compared with 16.3% for the first quarter of fiscal 2022.

Operating income and operating margin for each of the geographic markets are as follows:
Three Months Ended
(in millions of U.S. dollars) May 31, 2022 May 31, 2021 Increase
(Decrease)
Operating Expenses $ 13,556 83.9 % $ 11,145 84.0 % $ 2,411
Cost of services 10,844 67.1 8,859 66.8 1,985
Sales and marketing 1,661 10.3 1,407 10.6 254
General and administrative costs 1,051 6.5 879 6.6 172


	Three Months Ended
	November 30, 2022				November 30, 2021
(in millions of U.S. dollars)	Operating Income		Operating Margin		Operating Income		Operating Margin		Increase (Decrease)
North America	$	1,310	17	%	$	1,244	18	%	$	65
Europe	690		14		745		15		(55)
Growth Markets	593		19		445		15		148
Total	$	2,593	16.5	%	$	2,434	16.3	%	$	159

Amounts in table may not total due to rounding.

We estimate that the aggregate percentage impact of foreign currency exchange rates on our operating income during the first quarter of fiscal 2023 was similar to that disclosed for revenue for each geographic market. The commentary below provides insight into factors affecting geographic market performance and operating income, including the impact of foreign currency exchange rates where significant, for the first quarter of fiscal 2023 compared with the first quarter of fiscal 2022:

•North America operating income increased primarily due to revenue growth and higher contract profitability, partially offset by higher selling and other business development costs as a percentage of revenues.

•Europe operating incomedecreased as revenue growth in local currency was more than offset by the negative impact of foreign currency exchange rates which resulted in a decrease in U.S. dollar revenues.

•Growth Markets operating income increased primarily due to higher contract profitability and revenue growth in local currency, partially offset by the negative impact of foreign currency exchange rates.

Interest Income

Interest income for the first quarter of fiscal 2023 was $45 million, an increase of $39 million over the first quarter of fiscal 2022. The increase was primarily due to higher interest rates.


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ACCENTURE FORM 10-Q	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2926

~~Cost of Services~~

Cost of services for the third quarter of fiscal 2022 increased $1,985 million, or 22%, over the third quarter of fiscal 2021, and increased as a percentage of revenues to 67.1% over 66.8% during this period. Gross margin for the third quarter of fiscal 2022 decreased to 32.9% from 33.2% during the third quarter of fiscal 2021. The decrease in gross margin was due to higher labor costs, including increased compensation and subcontractor costs, partially offset by a decrease in non-payroll costs compared to the same period in fiscal 2021.

~~Sales and Marketing~~

Sales and marketing expense for the third quarter of fiscal 2022 increased $254 million, or 18%, over the third quarter of fiscal 2021, and decreased as a percentage of revenues to 10.3% from 10.6% during this period primarily due to a decrease in non-payroll costs, including lower advertising costs, partially offset by higher business development costs.

~~General and Administrative Costs~~

General and administrative costs for the third quarter of fiscal 2022 increased $172 million, or 20%, over the third quarter of fiscal 2021, and decreased as a percentage of revenues to 6.5% from 6.6% during this period.

~~Operating Income and Operating Margin~~

Operating income for the third quarter of fiscal 2022 increased $484 million, or 23%, over the third quarter of fiscal 2021. Operating margin for the third quarter of fiscal 2022 was 16.1%, compared with 16.0% for the third quarter of fiscal 2021.

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

Three Months Ended
May 31, 2022 May 31, 2021
(in millions of U.S. dollars) Operating
Income Operating
Margin Operating
Income Operating
Margin Increase
(Decrease)
North America $ 1,380 18 % $ 1,128 18 % $ 251
Europe 694 13 608 14 86
Growth Markets 530 17 382 15 147
Total $ 2,603 16.1 % $ 2,119 16.0 % $ 484

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

We estimate that the aggregate percentage impact of foreign currency exchange rates on our operating income during the third quarter of fiscal 2022 was similar to that disclosed for revenue for each geographic market. The commentary below provides insight into other factors affecting geographic market performance and operating income for the third quarter of fiscal 2022 compared with the third quarter of fiscal 2021:

•North America operating income increased primarily due to revenue growth, partially offset by lower contract profitability and higher selling and other business development costs as a percentage of revenues.

•~~Europe operating income~~ ~~increased primarily due to revenue growth, partially offset by lower contract profitability and higher acquisition-related costs.~~

•~~Growth Markets operating income increased primarily due to revenue growth, partially offset by lower outsourcing contract profitability.~~

~~Loss on Disposition of Russia Business~~

~~We recorded a loss from the disposal of our business in Russia of $96 million during the third quarter of fiscal 2022.~~

Income Tax Expense

The effective tax rates for the ~~third~~first quarter of fiscal 2023 and 2022 were 23.3% and ~~2021 were 27.1% and 25.0%~~24.4%, respectively. The ~~higher~~lower effective tax rate for the ~~third~~first quarter of fiscal ~~2022~~2023 was primarily due to lower tax expense from ~~changes~~adjustments to prior year tax liabilities.

Our provision for income taxes is based on many factors and subject to volatility year to year. We expect the fiscal 2023 annual effective tax rate to be in the ~~geographic distribution~~range of ~~earnings.~~


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

23.0% to 25.0%. The effective tax rate for interim periods can vary because of the timing of when certain events occur during the year.

Earnings Per Share

Diluted earnings per share were ~~$2.79~~$3.08 for the ~~third~~first quarter of fiscal ~~2022,~~2023, compared with ~~$2.40~~$2.78 for the ~~third~~first quarter of fiscal ~~2021.~~2022. For information regarding our earnings per share calculations, see Note 3 (Earnings Per Share) to our Consolidated Financial Statements under Item 1, “Financial Statements.”

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


	Earnings Per Share
~~Q3 FY21~~Q1 FY22 As Reported	$	~~2.40~~2.78
Higher revenue and operating results	~~0.56~~0.19
Higher non-operating income	0.04
Lower effective tax rate	0.04
Lower share count	~~0.02~~0.03
~~Lower non-operating expense (excluding loss on disposition of Russia business)~~	~~0.01~~
~~Higher net income attributable to noncontrolling interests~~	~~(0.01)~~
~~Higher effective tax rate (excluding loss on disposition of Russia business)~~	~~(0.04)~~
~~Loss on disposition of Russia business~~	~~(0.15)~~
~~Q3 FY22~~Q1 FY23 As Reported	$	~~2.79~~3.08


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ACCENTURE FORM 10-Q	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	3127

~~Results of Operations for the Nine Months Ended May 31, 2022 Compared to the Nine Months Ended May 31, 2021~~

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

Nine Months Ended Percent
Increase
(Decrease)
U.S.
Dollars Percent
Increase
(Decrease)
Local
Currency Percent of Revenues
for the Nine Months Ended
(in millions of U.S. dollars) May 31, 2022 May 31, 2021 May 31, 2022 May 31, 2021
GEOGRAPHIC MARKETS
North America $ 21,598 $ 17,313 25 % 25 % 47 % 47 %
Europe 15,460 12,450 24 30 33 34
Growth Markets 9,112 7,352 24 30 20 20
Total $ 46,171 $ 37,114 24 % 27 % 100 % 100 %
INDUSTRY GROUPS
Communications, Media & Technology $ 9,704 $ 7,518 29 % 32 % 21 % 20 %
Financial Services 8,869 7,321 21 25 19 20
Health & Public Service 8,334 6,993 19 21 18 19
Products 13,212 10,221 29 33 29 28
Resources 6,052 5,060 20 23 13 14
Total $ 46,171 $ 37,114 24 % 27 % 100 % 100 %
TYPE OF WORK
Consulting $ 25,747 $ 20,032 29 % 32 % 56 % 54 %
Outsourcing 20,424 17,082 20 22 44 46
Total $ 46,171 $ 37,114 24 % 27 % 100 % 100 %

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

~~Revenues~~

~~The following revenues commentary discusses local currency revenue changes for the nine months ended May 31, 2022 compared to the nine months ended May 31, 2021:~~

~~Geographic Markets~~

•North America revenues increased 25% in local currency, led by growth in Consumer Goods, Retail & Travel Services, Software & Platforms and Public Service. Revenue growth was driven by the United States.

•Europe revenues increased 30% in local currency, led by growth in Consumer Goods, Retail & Travel Services, Industrial and Banking & Capital Markets. Revenue growth was driven by Germany, the United Kingdom, France and Italy.

~~Operating Expenses~~

Operating expenses for the nine months ended May 31, 2022 increased $7,620 million, or 24%, over the nine months ended May 31, 2021, and decreased as a percentage of revenues to 84.6% from 84.7% during this period.

~~Operating expenses by category are as follows:~~

Nine Months Ended
(in millions of U.S. dollars) May 31, 2022 May 31, 2021 Increase
(Decrease)
Operating Expenses $ 39,072 84.6 % $ 31,451 84.7 % $ 7,620
Cost of services 31,415 68.0 25,216 67.9 6,199
Sales and marketing 4,530 9.8 3,773 10.2 757
General and administrative costs 3,126 6.8 2,462 6.6 665

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


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

~~Cost of Services~~

Cost of services for the nine months ended May 31, 2022 increased $6,199 million, or 25%, over the nine months ended May 31, 2021, and increased as a percentage of revenues to 68.0% over 67.9% during this period. Gross margin for the nine months ended May 31, 2022 decreased to 32.0% from 32.1% during the nine months ended May 31, 2021. The decrease in gross margin was due to higher labor costs, including increased compensation and subcontractor costs, partially offset by a decrease in non-payroll costs compared to the same period in fiscal 2021.

~~Sales and Marketing~~

Sales and marketing expense for the nine months ended May 31, 2022 increased $757 million, or 20%, over the nine months ended May 31, 2021, and decreased as a percentage of revenues to 9.8% from 10.2% during this period. The decrease was primarily due to lower selling and advertising costs compared to the same period in fiscal 2021.

~~General and Administrative Costs~~

General and administrative costs for the nine months ended May 31, 2022 increased $665 million, or 27%, over the nine months ended May 31, 2021, and increased as a percentage of revenues to 6.8% over 6.6% during this period.

~~Operating Income and Operating Margin~~

Operating income for the nine months ended May 31, 2022 increased $1,436 million, or 25%, over the nine months ended May 31, 2021. Operating margin for the nine months ended May 31, 2022 was 15.4%, compared with 15.3% for the nine months ended May 31, 2021.

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

Nine Months Ended
May 31, 2022 May 31, 2021
(in millions of U.S. dollars) Operating
Income Operating
Margin Operating
Income Operating
Margin Increase
(Decrease)
North America $ 3,715 17 % $ 2,789 16 % $ 926
Europe 1,970 13 1,740 14 230
Growth Markets 1,414 16 1,133 15 281
TOTAL $ 7,099 15.4 % $ 5,663 15.3 % $ 1,436

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

We estimate that the aggregate percentage impact of foreign currency exchange rates on our operating income during the nine months ended May 31, 2022 was similar to that disclosed for revenue for each geographic market. The commentary below provides insight into other factors affecting geographic market performance and operating income for the nine months ended May 31, 2022 compared with the nine months ended May 31, 2021.

•~~North America operating income increased primarily due to revenue growth, partially offset by lower contract profitability.~~

•~~Europe operating income increased primarily due to revenue growth, partially offset by lower contract profitability and higher acquisition-related costs.~~

•~~Growth Markets operating income increased primarily due to revenue growth, partially offset by lower contract profitability.~~

~~Other Income (Expense), net~~

Other income (expense), net primarily consists of foreign currency gains and losses, non-operating components of pension expense, as well as gains and losses associated with our investments. During the nine months ended May 31, 2022, other income (expense), net decreased $242 million from the nine months ended May 31, 2021, primarily due to lower gains on investments. For additional information, see Note 1 (Basis of Presentation) to our Consolidated Financial Statements under Item 1, “Financial Statements.”

~~Loss on Disposition of Russia Business~~

~~We recorded a loss from the disposal of our business in Russia of $96 million during the nine months ended May 31, 2022.~~


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

~~Income Tax Expense~~

The effective tax rate for the nine months ended May 31, 2022 was 23.8%, compared with 22.1% for the nine months ended May 31, 2021. Absent the $271 million investment gains and related $41 million in tax expense, our effective tax rate for the nine months ended May 31, 2021 would have been 22.4%. The higher effective tax rate for the nine months ended May 31, 2022 was primarily due to tax expense from changes in the geographic distribution of earnings, partially offset by higher tax benefits from share-based payments.

Our provision for income taxes is based on many factors and subject to volatility year to year. We expect the fiscal 2022 annual effective tax rate to be in the range of 23.5% to 24.5%. The effective tax rate for interim periods can vary because of the timing of when certain events occur during the year.

~~Earnings Per Share~~

Diluted earnings per share were $8.11 for the nine months ended May 31, 2022, compared with $6.96 for the nine months ended May 31, 2021. The $230 million investment gains, net of taxes, increased diluted earnings per share by $0.36 during the nine months ended May 31, 2021. Excluding the impact of these gains, diluted earnings per share would have been $6.60 for the nine months ended May 31, 2021. For information regarding our earnings per share calculations, see Note 3 (Earnings Per Share) to our Consolidated Financial Statements under Item 1, “Financial Statements.”

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


	~~Earnings Per Share~~
~~FY21 As Reported~~	$	~~6.96~~
~~Higher revenue and operating results~~	~~1.73~~
~~Lower non-operating expense (excluding loss on disposition of Russia business)~~	~~0.05~~
~~Lower share count~~	~~0.03~~
~~Higher net income attributable to noncontrolling interests~~	~~(0.03)~~
~~Higher effective tax rate (excluding loss on disposition of Russia business)~~	~~(0.12)~~
~~Loss on disposition of Russia business~~	~~(0.15)~~
~~Lower gains on an investment, net of tax~~	~~(0.36)~~
~~FY22 As Reported~~	$	~~8.11~~


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~~ACCENTURE~~ ~~FORM 10-Q~~	~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~	34

Liquidity and Capital Resources

As of ~~May 31,~~November 30, 2022, Cash and cash equivalents was ~~$6.7~~$5.9 billion, compared with ~~$8.2~~$7.9 billion as of August 31, ~~2021.~~2022.

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


		Nine Months Ended							Three Months Ended
(in millions of U.S. dollars)	(in millions of U.S. dollars)	May 31, 2022		May 31, 2021		Change		(in millions of U.S. dollars)	November 30, 2022		November 30, 2021		Change
Net cash provided by (used in):	Net cash provided by (used in):							Net cash provided by (used in):
Operating activities	Operating activities	$	5,751	$	6,539	$	(788)	Operating activities	$	495	$	531	$	(35)
Investing activities	Investing activities	(2,852)		(1,458)		(1,394)		Investing activities	(782)		(1,913)		1,131
Financing activities	Financing activities	(4,210)		(3,559)		(651)		Financing activities	(1,677)		(1,069)		(607)
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	(154)		72		(226)		Effect of exchange rate changes on cash and cash equivalents	(27)		(80)		53
Net increase (decrease) in cash and cash equivalents	Net increase (decrease) in cash and cash equivalents	$	(1,465)	$	1,594	$	(3,059)	Net increase (decrease) in cash and cash equivalents	$	(1,990)	$	(2,531)	$	541

Amounts in table may not total due to rounding.

Operating activities: The ~~$788~~$35 million decrease in operating cash flows was primarily due to changes in operating assets and liabilities, ~~including receivables from clients and contract assets,~~ partially offset by higher net income.

Investing activities: The ~~$1,394~~$1,131 million ~~increase~~decrease in cash used was primarily due to ~~higher~~lower spending on business acquisitions ~~lower proceeds from the sale of businesses~~ and ~~investments, and higher spending on~~ purchases of property and equipment. For additional information, see Note 5 (Business ~~Combinations and Dispositions)~~Combinations) to our Consolidated Financial Statements under Item 1, “Financial Statements.”

Financing activities: The ~~$651~~$607 million increase in cash used was primarily due to an increase in the net purchases of shares as well as an increase in cash dividends paid, partially offset by an increase in net proceeds from share issuances. For additional information, see Note 7 (Shareholders’ Equity) to our Consolidated Financial Statements under Item 1, “Financial Statements.”

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

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

Borrowing Facilities

As of ~~May 31,~~November 30, 2022, we had the following borrowing facilities, including the issuance of letters of credit, to support general working capital purposes:


(in millions of U.S. dollars)	Facility Amount		Borrowings Under Facilities
Syndicated loan facility	$	3,000	$	—
Separate, uncommitted, unsecured multicurrency revolving credit facilities	~~1,546~~1,688		—
Local guaranteed and non-guaranteed lines of credit	~~238~~236		—
Total	$	~~4,784~~4,925	$	—

Amounts in table may not total due to rounding.

Under the borrowing facilities described above, we had an aggregate of $885 million of letters of credit outstanding as of ~~May 31,~~November 30, 2022. We have a short-term commercial paper financing program backed by our $3 billion syndicated credit facility. As of ~~May 31,~~November 30, 2022, we had no commercial paper outstanding.


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ACCENTURE FORM 10-Q	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	3528

Share Purchases and Redemptions

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

Our share purchase activity during the ~~nine~~three months ended ~~May 31,~~November 30, 2022 is as follows:


		Accenture plc Class A Ordinary Shares			Accenture Canada Holdings Inc. Exchangeable Shares				Accenture plc Class A Ordinary Shares			Accenture Canada Holdings Inc. Exchangeable Shares
(in millions of U.S. dollars, except share amounts)	(in millions of U.S. dollars, except share amounts)	Shares	Amount		Shares	Amount		(in millions of U.S. dollars, except share amounts)	Shares	Amount		Shares	Amount
Open-market share purchases (1)	Open-market share purchases (1)	7,671,139	$	2,576	—	$	—	Open-market share purchases (1)	4,513,266	$	1,231	—	$	—
Other share purchase programs	Other share purchase programs	—	—		11,318	4		Other share purchase programs	—	—		5,500	2
Other purchases (2)	Other purchases (2)	2,447,915	931		—	—		Other purchases (2)	696,498	187		—	—
Total	Total	10,119,054	$	3,507	11,318	$	4	Total	5,209,764	$	1,417	5,500	$	2

Amounts in table may not total due to rounding.

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

(2)During the ~~nine~~three months ended ~~May 31,~~November 30, 2022, as authorized under our various employee equity share plans, we acquired Accenture plc Class A ordinary shares primarily via share withholding for payroll tax obligations due from employees and former employees in connection with the delivery of Accenture plc Class A ordinary shares under those plans. These purchases of shares in connection with employee share plans do not affect our aggregate available authorization for our publicly announced open-market share purchase and the other share purchase programs.

We intend to continue to use a significant portion of cash generated from operations for share repurchases during the remainder of fiscal ~~2022.~~2023. The number of shares ultimately repurchased under our open-market share purchase program may vary depending on numerous factors, including, without limitation, share price and other market conditions, our ongoing capital allocation planning, the levels of cash and debt balances, other demands for cash, such as acquisition activity, general economic and/or business conditions, and board and management discretion. Additionally, as these factors may change over the course of the year, the amount of share repurchase activity during any particular period cannot be predicted and may fluctuate from time to time. Share repurchases may be made from time to time through open-market purchases, in respect of purchases and redemptions of Accenture Canada Holdings Inc. exchangeable shares, through the use of Rule 10b5-1 plans and/or by other means. The repurchase program may be accelerated, suspended, delayed or discontinued at any time, without notice.

Off-Balance Sheet Arrangements

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

To date, we have not been required to make any significant payment under any of the arrangements described above. For further discussion of these transactions, see Note 10 (Commitments and Contingencies) to our Consolidated Financial Statements under Item 1, “Financial Statements.”

Significant Accounting Policies

See Note 1 (Basis of Presentation) to our Consolidated Financial Statements under Item 1, “Financial Statements.”


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ACCENTURE FORM 10-Q	Item 3. Quantitative and Qualitative Disclosures About Market Risk	3629

Item 3. Quantitative and Qualitative Disclosures About Market Risk

During the ~~nine~~three months ended ~~May 31,~~November 30, 2022, there were no material changes to the information on market risk exposure disclosed in our Annual Report on Form 10-K for the year ended August 31, ~~2021.~~2022. For a discussion of our market risk associated with foreign currency risk, interest rate risk and equity price risk as of August 31, ~~2021,~~2022, see “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A, of our Annual Report on Form 10-K for the year ended August 31, ~~2021.~~2022.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during the ~~third~~first quarter of fiscal ~~2022~~2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


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ACCENTURE FORM 10-Q	Part II — Other Information	3730

Part II — Other Information

Item 1. Legal Proceedings

The information set forth under “Legal Contingencies” in Note 10 (Commitments and Contingencies) to our Consolidated Financial Statements under Part I, Item 1, “Financial Statements,” is incorporated herein by reference.

Item 1A. Risk Factors

For a discussion of our potential risks and uncertainties, see the information under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended August 31, ~~2021~~2022 (the “Annual Report”). There have been no material changes to the risk factors disclosed in our Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Accenture plc Class A Ordinary Shares

The following table provides information relating to our purchases of Accenture plc Class A ordinary shares during the ~~third~~first quarter of fiscal ~~2022.~~2023.

Period Total Number
of Shares
Purchased Average
Price Paid
per Share (1) Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs (2) Approximate Dollar Value
of Shares that May Yet Be
Purchased Under the Plans or Programs (3)
(in millions of U.S. dollars)
March 1, 2022 — March 31, 2022 1,512,082 $ 317.96 1,470,022 $ 4,140
April 1, 2022 — April 30, 2022 800,416 326.67 751,800 3,895
May 1, 2022 — May 31, 2022 789,267 291.30 655,454 3,706
Total (4) 3,101,765 $ 313.43 2,877,276


Period	Total Number of Shares Purchased	Average Price Paid per Share (1)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3)
					(in millions of U.S. dollars)
September 1, 2022 — September 30, 2022	1,731,022	$	274.19	1,686,936	$	5,667
October 1, 2022 — October 31, 2022	2,217,079	265.79		1,695,523	5,213
November 1, 2022 — November 30, 2022	1,261,663	279.97		1,130,807	4,897
Total (4)	5,209,764	$	272.02	4,513,266

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

(2)Since August 2001, the Board of Directors of Accenture plc has authorized and periodically confirmed a publicly announced open-market share purchase program for acquiring Accenture plc Class A ordinary shares. During the ~~third~~first quarter of fiscal ~~2022,~~2023, we purchased ~~2,877,276~~4,513,266 Accenture plc Class A ordinary shares under this program for an aggregate price of ~~$902~~$1,231 million. The open-market purchase program does not have an expiration date.

(3)As of ~~May 31,~~November 30, 2022, our aggregate available authorization for share purchases and redemptions was ~~$3,706~~$4,897 million which management has the discretion to use for either our publicly announced open-market share purchase program or the other share purchase programs. Since August 2001 and as of ~~May 31,~~November 30, 2022, the Board of Directors of Accenture plc has authorized an aggregate of ~~$43.1~~$46.1 billion for share purchases and redemptions by Accenture plc and Accenture Canada Holdings Inc.

(4)During the ~~third~~first quarter of fiscal ~~2022,~~2023, Accenture purchased ~~224,489~~696,498 Accenture plc Class A ordinary shares in transactions unrelated to publicly announced share plans or programs. These transactions consisted of acquisitions of Accenture plc Class A ordinary shares primarily via share withholding for payroll tax obligations due from employees and former employees in connection with the delivery of Accenture plc Class A ordinary shares under our various employee equity share plans. These purchases of shares in connection with employee share plans do not affect our aggregate available authorization for our publicly announced open-market share purchase and the other share purchase programs.

Item 3. Defaults Upon Senior Securities

None.


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ACCENTURE FORM 10-Q	Part II — Other Information	3831

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

(a) None.

(b) None.

Item 6. Exhibits

Exhibit Index:


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

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

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

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

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

101						The following financial information from Accenture plc’s Quarterly Report on Form 10-Q for the quarterly period ended ~~May 31,~~November 30, 2022, formatted in Inline XBRL: (i) Consolidated Balance Sheets as of ~~May 31,~~November 30, 2022 (Unaudited) and August 31, ~~2021,~~2022, (ii) Consolidated Income Statements (Unaudited) for the three ~~and nine~~ months ended ~~May 31,~~November 30, 2022 and ~~May 31,~~November 30, 2021, (iii) Consolidated Statements of Comprehensive Income (Unaudited) for the three ~~and nine~~ months ended ~~May 31,~~November 30, 2022 and ~~May 31,~~November 30, 2021, (iv) Consolidated Shareholders’ Equity Statement (Unaudited) for the three ~~and nine~~ months ended ~~May 31,~~November 30, 2022 and ~~May 31,~~November 30, 2021, (v) Consolidated Cash Flows Statements (Unaudited) for the ~~nine~~three months ended ~~May 31,~~November 30, 2022 and ~~May 31,~~November 30, 2021 and (vi) the Notes to Consolidated Financial Statements (Unaudited)

104						The cover page from Accenture plc’s Quarterly Report on Form 10-Q for the quarterly period ended ~~May 31,~~November 30, 2022, formatted in Inline XBRL (included as Exhibit 101)


~~(*)~~			~~Indicates management contract or compensatory plan or arrangement.~~


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ACCENTURE FORM 10-Q	Signatures	3932

Signatures

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

Date: ~~June 23,~~December 16, 2022


			ACCENTURE PLC

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


	August 31, 2021		Additions/ Adjustments		Foreign Currency Translation		May 31, 2022
North America	$	6,618,198	$	396,122	$	(693)	$	7,013,627
Europe	3,329,746		1,240,717		(363,646)		4,206,817
Growth Markets	1,177,917		137,532		(36,450)		1,278,999
Total	$	11,125,861	$	1,774,371	$	(400,789)	$	12,499,443


Fiscal Year	Estimated Amortization
Remainder of 2022	$	98,449
2023	350,336
2024	313,662
2025	290,175
2026	243,997
Thereafter	524,676
Total	$	1,821,295