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(Exact name of registrant as specified in its charter)
iIreland
i98-0627530
(State
or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
i1 Grand Canal Square,
iGrand Canal Harbour,
iDublini2, iIreland
(Address of principal executive offices)
(i353)
(i1) i646-2000
(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
iClass A ordinary shares, par value $0.0000225 per share
iACN
iNew
York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934. iYes☐ No ☑
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. iYes☑ 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). iYes☑ No ☐
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
iLarge
accelerated filer
☑
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
i☐
Emerging growth company
i☐
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 Act). Yes i☐ No ☑
The
aggregate market value of the common equity of the registrant held by non-affiliates of the registrant on February 28, 2019 was approximately $i102,946,507,918 based on the closing price of the registrant’s Class A
ordinary shares, par value $0.0000225 per share, reported on the New York Stock Exchange on such date of $161.38 per share and on the par value of the registrant’s Class X ordinary shares, par value $0.0000225 per share.
The number of shares of the registrant’s Class A ordinary shares, par value $0.0000225 per share, outstanding as of October 9, 2019 was i655,096,086
(which number includes 20,033,052 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 October 9, 2019 was i609,404.
Portions of the definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A relating to the registrant’s Annual General Meeting of Shareholders, to be held on January 30, 2020, will be incorporated by reference in this Form 10-K in response to Items 10, 11, 12, 13 and 14 of Part III. The definitive proxy statement will be filed with the SEC not later than 120 days after the registrant’s fiscal year ended iAugust
31, 2019.
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) relating to our operations, results of operations and other matters that are based on our current expectations, estimates, assumptions and projections. Words such as “may,”“will,”“should,”“likely,”“anticipates,”“expects,”“intends,”“plans,”“projects,”“believes,”“estimates,”“positioned,”“outlook” and similar expressions are used to identify these forward-looking statements. These statements
are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed or forecast in these forward-looking statements. Risks, uncertainties and other factors that might cause such differences, some of which could be material, include, but are not limited to, the factors discussed below under the section entitled “Risk Factors.” Our forward-looking statements speak only as of the date of this report or as of the date they are made, and we undertake no obligation to update them.
Available Information
Our website address is www.accenture.com.
We use our website as a channel of distribution for company information. We make available free of charge on the Investor Relations section of our website (http://investor.accenture.com) our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(a) or 15(d) of the Exchange Act. We also make available through our website
other reports filed with or furnished to the SEC under the Exchange Act, including our proxy statements and reports filed by officers and directors under Section 16(a) of the Exchange Act, as well as our Code of Business Ethics. Financial and other material information regarding us is routinely posted on and accessible at http://investor.accenture.com. We do not intend for information contained in our website to be part of this Annual Report on Form 10-K.
The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. Any materials we file with the SEC are available
on such Internet site.
In this Annual Report on Form 10-K, we use the terms “Accenture,”“we,” the “Company,”“our” and “us” to refer to Accenture plc and its subsidiaries. All references to years, unless otherwise noted, refer to our fiscal year, which ends on August 31.
ITEM 1. BUSINESS
Overview
Accenture is one of the world’s leading professional services companies with approximately 492,000 people serving clients in a broad range of industries and in three geographic regions: North America, Europe and Growth Markets (Asia
Pacific, Latin America, Africa and the Middle East). Our five operating groups, organized by industry, bring together expertise from across the organization in strategy, consulting, digital, technology and operations to deliver end-to-end services and solutions to clients. For fiscal 2019, our revenues were $43.2 billion, with the majority in digital-, cloud- and security-related services.
We operate globally with one common brand and business model, providing clients around the world with the same high level of service. Drawing on a combination of industry and functional expertise, technology and innovation capabilities, alliance relationships, and our global delivery resources, we seek to provide differentiated, innovative services that help our clients measurably improve their business performance and create sustainable value for their customers and stakeholders. Our global delivery capability enables
us to assemble integrated teams to provide high-quality, cost-effective solutions to our clients.
In fiscal 2019, we continued to execute a strategy focused on industry and technology differentiation, increasingly taking an innovation-led approach to drive value for clients. We serve clients in locally relevant ways, leveraging our global organization as appropriate. As part of our growth strategy in fiscal 2019, we continued to make significant investments—in strategic acquisitions, in assets and offerings, in branding and thought leadership, and in attracting and developing talent—to further enhance our differentiation and competitiveness.
Our five operating groups are Accenture’s reporting segments and primary market channel, organized around 13 industry groups that serve clients globally in more than 40 industries. Our industry focus gives us an understanding of industry evolution, business issues and applicable technologies, enabling us to deliver innovative solutions tailored to each client or, as appropriate, more standardized capabilities to multiple clients. The operating groups assemble integrated client engagement teams, which typically consist of industry experts, capability specialists and professionals with local market knowledge. The operating groups have primary responsibility for building and sustaining long-term client relationships; providing management and technology consulting
services; orchestrating our expertise and working synergistically with the other parts of our business to sell and deliver the full range of our services and capabilities; ensuring client satisfaction; and achieving revenue and profitability objectives.
The following table shows the current organization of our five operating groups. We do not allocate total assets by operating group, although our operating groups do manage and control certain assets.
Operating Groups and Industry Groups
Communications, Media & Technology
Financial
Services
Health & Public Service
Products
Resources
• Communications & Media
• High Tech
• Software & Platforms
• Banking & Capital Markets
• Insurance
• Health
• Public Service
• Consumer Goods, Retail & Travel Services
• Industrial
• Life
Sciences
• Chemicals & Natural Resources
• Energy
• Utilities
Communications, Media & Technology
Our Communications, Media & Technology operating group serves communications, media, high tech, software and platform companies. Professionals in this operating group help clients accelerate and deliver digital transformation, developing comprehensive, industry-specific solutions to seize new opportunities and enhance efficiencies and business results. Examples of our services include helping clients capture new growth by shifting to data-driven and platform-based models, optimizing their cost structures, increasing product and business model innovation, and differentiating
and scaling digital experiences for their customers. Our Communications, Media & Technology operating group comprises the following industry groups:
•
Our Communications & Mediaindustry group serves most of the world’s leading wireline, wireless, broadcast, entertainment, print, publishing, cable and satellite communications service providers. This group represented approximately 46% of our Communications, Media & Technology operating group’s revenues in fiscal 2019.
•
Our
High Tech industry group serves the enterprise technology, network equipment, semiconductor, consumer technology, aerospace & defense, and medical equipment industries. This group represented approximately 24% of our Communications, Media & Technology operating group’s revenues in fiscal 2019.
•
Our Software & Platforms industry group serves computer software and digital platform companies. This group represented approximately 29% of our Communications, Media & Technology operating group’s revenues in fiscal 2019.
Financial
Services
Our Financial Services operating group serves the banking, capital markets and insurance industries. Professionals in this operating group work with clients to address growth, cost and profitability pressures, industry consolidation, regulatory changes and the need to continually adapt to new digital technologies. We offer services designed to help our clients increase cost efficiency, grow their customer base, manage risk and transform their operations. Our Financial Services operating group comprises the following industry groups:
•
Our Banking & Capital Markets industry group serves retail and commercial
banks, mortgage lenders, payment providers, investment banks, wealth and asset management firms, broker/dealers, depositories, exchanges, clearing and settlement organizations, and other diversified financial enterprises. This group represented approximately 70% of our Financial Services operating group’s revenues in fiscal 2019.
•
Our Insurance industry group serves property and casualty insurers, life insurers, reinsurance firms and insurance brokers. This group represented approximately 30% of our Financial Services operating group’s revenues in fiscal 2019.
Our Health & Public Service operating group serves healthcare payers and providers, as well as government departments and agencies, public service organizations, educational institutions and non-profit organizations around the world. The group’s research-based insights and offerings, including consulting services and digital solutions, are designed to help clients deliver better social, economic and health outcomes to the people they serve. Our Health & Public Service operating group comprises the following industry groups:
•
Our
Health industry group works with healthcare providers, such as hospitals, public health systems, policy-making authorities, health insurers (payers), and industry organizations and associations around the world to improve the quality, accessibility and productivity of healthcare. This group represented approximately 38% of our Health & Public Service operating group’s revenues in fiscal 2019.
•
Our Public Service industry group helps governments transform the way they deliver public services and engage with citizens. We work primarily with defense departments and military forces; public safety authorities; justice departments;
human services agencies; educational institutions; non-profit organizations; and postal, customs, revenue and tax agencies. Our Public Service industry group represented approximately 62% of our Health & Public Service operating group’s revenues in fiscal 2019.
Our work with clients in the U.S. federal government is delivered through Accenture Federal Services, a U.S. company and a wholly owned subsidiary of Accenture LLP, and represented approximately 34% of our Health & Public Service operating group’s revenues in fiscal 2019.
Products
Our Products operating group serves a set of increasingly interconnected consumer-relevant industries. Our offerings are designed to help clients transform their organizations and increase their relevance
in the digital world. We help clients enhance their performance in distribution and sales and marketing; in research and development and manufacturing; and in business functions such as finance, human resources, procurement and supply chain while leveraging technology. Our Products operating group comprises the following industry groups:
•
Our Consumer Goods, Retail & Travel Services industry group serves food and beverage, household goods, personal care, tobacco, fashion/apparel, agribusiness and consumer health companies; supermarkets, hardline retailers, mass-merchandise discounters, department stores and specialty retailers; as well as airlines and hospitality and travel services
companies. This group represented approximately 54% of our Products operating group’s revenues in fiscal 2019.
•
Our Industrial industry group works with the following types of companies: freight and logistics; industrial and electrical equipment, consumer durables and heavy equipment; construction and infrastructure management; and automotive and public transportation. This group represented approximately 25% of our Products operating group’s revenues in fiscal 2019.
•
Our
Life Sciences industry group serves pharmaceutical, medical technology and biotechnology companies. This group represented approximately 21% of our Products operating group’s revenues in fiscal 2019.
Resources
Our Resources operating group serves the chemicals, energy, forest products, metals and mining, utilities and related industries. We work with clients to develop and execute innovative strategies, improve operations, manage complex change initiatives and integrate digital technologies designed to help them differentiate themselves in the marketplace, gain competitive advantage and manage their large-scale capital investments. Our Resources operating group comprises the following industry groups:
•
Our
Chemicals & Natural Resources industry group works with a wide range of industry segments, including petrochemicals, specialty chemicals, polymers and plastics, gases and agricultural chemicals, among others, as well as the metals, mining, forest products and building materials industries. This group represented approximately 32% of our Resources operating group’s revenues in fiscal 2019.
•
Our Energyindustry group serves a wide range of companies in the oil and gas industry, including upstream, downstream, oilfield services and energy trading companies. This group represented approximately 27% of
our Resources operating group’s revenues in fiscal 2019.
•
Our Utilities industry group works with electric, gas and water utilities, and new energy providers around the world. This group represented approximately 41% of our Resources operating group’s revenues in fiscal 2019.
Our operating groups bring together expertise from Accenture Strategy, Accenture Consulting, Accenture Digital, Accenture Technology and Accenture Operations to develop and deliver integrated services and solutions for our clients.
Accenture Strategy
Accenture Strategy combines deep industry expertise, advanced analytics capabilities and design methodologies to help leaders in the C-suite envision and execute strategies that drive growth and digital transformation. We provide a range of strategy services to enable competitiveness and innovation, including new business and operating models, mergers and acquisitions, talent and organization, technology strategies, sustainability, security, advanced customer services, supply chain strategies and enterprise-wide
strategies to realign resources for growth.
Accenture Consulting
Accenture Consulting provides industry experts with the insights and management and technology consulting capabilities to transform the world’s leading companies. Our consulting capabilities, including advanced analytics and design expertise, enable our clients to develop and implement transformational change programs, either for one or more functions or business units, or across their entire organization. We provide industry-specific consulting services, as well as functional and technology consulting services. Our functional and technology consulting services include finance and enterprise performance; supply chain and operations; talent and organization; customers and channels; applications and architecture advisory; and technology advisory. We help our clients with
the digital transformation of industries, enhancing our consulting services with digital, cloud, cybersecurity, artificial intelligence, blockchain and other capabilities.
Accenture Digital
Accenture Digital brings together our global digital capabilities to help clients unlock value and transform their businesses. We provide digital services across three broad areas:
•
Accenture Interactive. Our end-to-end marketing solutions help clients deliver seamless multi-channel customer experiences and enhance their marketing performance. Our services span customer experience design, digital
marketing, personalization and commerce, as well as digital content production and operations.
•
Accenture Applied Intelligence. We embed analytics, automation and artificial intelligence into functions and processes at the core of our clients’ businesses to realize new cost efficiencies and create new value from process, product and business transformation.
•
Accenture Industry X.0. We help clients across industries digitally
reinvent their design, engineering, manufacturing and production to create smart, connected products and services faster and at lower cost. We use advanced technologies including the Internet of Things, connected devices and digital platforms to unlock new revenue streams and create new efficiencies.
Accenture Technology
Accenture Technology comprises two primary areas: technology services and technology innovation & ecosystem.
•
Technology Services. Technology Services includes our application services spanning systems integration and application outsourcing and covering the full
application lifecycle, from custom systems to all emerging technologies, across every leading technology platform (both traditional and cloud/software-as-a-service-based). It also encompasses our cloud and infrastructure services, including security services, and our portfolio of products and intelligent platforms and services, as well as our Advanced Technology Centers. We continuously innovate new services, capabilities and platforms through early adoption of technologies such as artificial intelligence, blockchain, machine learning, intelligent automation, extended reality and quantum computing to enhance productivity and create new growth opportunities.
•
Technology Innovation & Ecosystem.
We harness innovation through the research and development activities in the Accenture Labs and through emerging technologies. We also develop and manage our alliance relationships across a broad range of technology providers, including Amazon Web Services, Google, Microsoft, Oracle, Pegasystems, Salesforce, SAP, Workday and many others, to enhance the value that we and our clients realize from the technology ecosystem.
Accenture Operations provides business process
services for specific functions, including finance and accounting, procurement and supply chain, marketing and sales, as well as industry-specific services, such as platform trust and safety, health and utility services. We operate business processes on behalf of clients, through a combination of our talent powered by data, artificial intelligence, analytics and digital technologies, to help improve their productivity, customer experience and performance.
Global Delivery Capability
A key differentiator is our global delivery capability, which allows us to draw on the benefits of working with our people around the world—including scalable innovation; standardized processes, methods and tools; automation and artificial intelligence; industry expertise and specialized capabilities; cost advantages; foreign language fluency; proximity to
clients; and time zone advantages—to deliver high-quality solutions. Emphasizing quality, productivity, reduced risk, speed to market and predictability, our global delivery model supports all parts of our business to provide clients with price-competitive services and solutions.
Alliances
We have sales and delivery alliances with companies whose capabilities complement our own by, among other things, enhancing a service offering, delivering a new technology or helping us extend our services to new geographies. By combining our alliance partners’ products and services with our own capabilities and expertise, we create innovative, high-value business solutions for our clients. Most of our alliances are non-exclusive. These alliances can generate significant revenues from services we provide to implement our alliance partners’ products
as well as revenue from the resale of their products.
Research and Innovation
We are committed to developing leading-edge ideas. Research and innovation, which are components of our overall investment in our business, have been major factors in our success, and we believe they will help us continue to grow in the future. We use our investment in research and development—on which we spent $800 million, $791 million and $704 million in fiscal 2019, 2018 and 2017, respectively—to help create, commercialize and disseminate innovative business strategies and technology solutions. We spend a significant portion of our research and development investment to develop market-ready solutions for our clients.
We view innovation as a source of competitive advantage. We seek to generate
early insights into how knowledge can be harnessed to create innovative business solutions for our clients and to develop business strategies with significant value. Our innovation architecture brings together our innovation capabilities across the Company—from research, ventures and labs to our studios, innovation centers and delivery centers. This includes research and thought leadership to identify market, technology and industry trends. Through Accenture Ventures, we partner with and invest in growth-stage companies that create innovative enterprise technologies. Accenture Labs incubate and prototype new concepts through applied research and development projects. In addition, our studios, innovation centers and delivery centers build and scale the delivery of our innovations.
People
As
a talent- and innovation-led organization, one of our key goals is to have the best people, with highly specialized skills, across our entire business to drive our differentiation and competitiveness. We are deeply committed to investing in our people to ensure they have opportunities to continually learn and grow in their careers, customized for the individual in an on-demand, digital environment. We provide our people ongoing feedback, and they are rewarded based on individual and Company performance. Our culture is underpinned by our core values, Code of Business Ethics and unwavering commitment to inclusion and diversity.
As of August 31, 2019, we employed approximately 492,000 people and had offices and operations in more than 200 cities in 51 countries.
Competition
We
operate in a highly competitive and rapidly changing global marketplace and compete with a variety of organizations that offer services and solutions competitive with those we offer. Our competitors include:
•
large multinational providers, including the services arms of large global technology providers, that offer some or all of the services and solutions that we do;
•
off-shore service providers in lower-cost locations, particularly in India, that offer services globally that are similar
to the services and solutions we offer;
accounting firms that provide consulting and other services and solutions in areas that compete with us;
•
solution
or service providers that compete with us in a specific geographic market, industry segment or service area, including digital and advertising agencies and emerging start-ups and other companies that can scale rapidly to focus on or disrupt certain markets and provide new or alternative products, services or delivery models; and
•
in-house departments of large corporations that use their own resources, rather than engage an outside firm for the types of services and solutions we provide.
Our revenues are derived primarily from Forbes Global 2000 companies, governments, government agencies and other enterprises. We believe that the principal
competitive factors in the industries in which we compete include:
•
skills and capabilities of people;
•
technical and industry expertise;
•
innovative service and product offerings;
•
ability
to add business value and improve performance;
•
reputation and client references;
•
contractual terms, including competitive pricing;
•
ability to deliver results reliably and on a timely basis;
•
scope
of services;
•
service delivery approach;
•
quality of services and solutions;
•
availability of appropriate resources; and
•
global
reach and scale, including level of presence in key emerging markets.
Our clients typically retain us on a non-exclusive basis.
Intellectual Property
We provide value to our clients based in part on a differentiated range of proprietary inventions, methodologies, software, reusable knowledge capital and other intellectual property. We recognize the increasing value of intellectual property in the marketplace and create, harvest, and protect this intellectual property. We leverage patent, trade secret and copyright laws as well as contractual arrangements to protect our intellectual property. We have also established policies to respect the intellectual property rights of third parties, such as our clients, partners and others.
As of August 31, 2019, we had a portfolio of over 4,800 patents and over 2,500 patent applications pending worldwide.
To protect the Accenture brand, one of our most valuable assets, we rely on intellectual property laws and trademark registrations held around the world.
Trademarks appearing in this report are the trademarks or registered trademarks of Accenture Global Services Ltd., Accenture Global Solutions Ltd., or third parties, as applicable.
Organizational Structure and History
Accenture
plc was incorporated in Ireland on June 10, 2009 as a public limited company. We operate our business through subsidiaries of Accenture plc.
On March 13, 2018, Accenture Holdings plc, a subsidiary of Accenture plc merged with and into Accenture plc, with Accenture plc as the surviving entity. As a result, all of the assets and liabilities of Accenture Holdings plc were acquired by Accenture plc, and Accenture Holdings plc ceased to exist. In connection with this internal merger, shareholders of Accenture Holdings plc (other than Accenture entities that held shares of Accenture Holdings plc), who primarily consisted of current and former members of Accenture Leadership and their permitted transferees, received one Class A ordinary share
of Accenture plc for each share of Accenture Holdings plc that they owned, and Accenture plc redeemed all Class X ordinary shares of Accenture plc owned by such shareholders.
In connection with our transition in 2001 from a series of related partnerships and corporations operated under the control of our partners to a corporate structure, partners in certain countries received common shares of Accenture SCA, the predecessor of Accenture Holdings plc, or exchangeable shares issued by Accenture Canada Holdings Inc., an indirect subsidiary of Accenture SCA. Generally, these partners also received a corresponding number of Accenture
Ltd
(our predecessor holding company) Class X common shares, which entitled their holders to vote at Accenture Ltd shareholder meetings but did not carry any economic rights.
The Consolidated Financial Statements reflect the ownership interests in Accenture Holdings plc (for applicable periods) and Accenture Canada Holdings Inc. held by certain current and former members of Accenture Leadership as noncontrolling interests. “Accenture Leadership” is comprised of members of our global management committee (our primary management and leadership team, which consists of approximately 20 of our most senior leaders), senior managing directors and managing directors. The noncontrolling ownership interests percentage was less than 1% as of August 31, 2019.
Accenture plc Class A and Class X Ordinary Shares
Each Class A ordinary share and each Class X ordinary share of Accenture plc entitles its holder to one vote on all matters submitted to a vote of shareholders of Accenture plc. A Class X ordinary share does not, however, entitle its holder to receive dividends or to receive payments upon a liquidation of Accenture plc. As described above under “—Organizational Structure and History,” Class X ordinary shares generally provide the holders of Accenture Canada Holdings Inc. exchangeable shares with a vote at Accenture plc shareholder meetings that is equivalent to the voting rights held by Accenture plc Class A ordinary shareholders, while their economic rights consist of interests in Accenture Canada Holdings Inc. exchangeable shares.
Under its memorandum and articles
of association, Accenture plc may redeem, at its option, any Class X ordinary share for a redemption price equal to the nominal value of the Class X ordinary share, or $0.0000225 per share. Accenture plc, as successor to Accenture Ltd, has separately agreed with the original holders of Accenture Canada Holdings Inc. exchangeable shares not to redeem any Class X ordinary share of such holder if the redemption would reduce the number of Class X ordinary shares held by that holder to a number that is less than the number of Accenture Canada Holdings Inc. exchangeable shares owned by that holder. Accenture plc will redeem Class X ordinary shares upon the redemption or exchange of Accenture Canada Holdings Inc. exchangeable shares so that the aggregate number of Class X ordinary shares outstanding at any time does not exceed the aggregate number of Accenture Canada Holdings Inc. exchangeable shares outstanding. Class X ordinary shares are not transferable without the
consent of Accenture plc.
A transfer of Accenture plc Class A ordinary shares effected by transfer of a book-entry interest in The Depository Trust Company will not be subject to Irish stamp duty. Other transfers of Accenture plc Class A ordinary shares may be subject to Irish stamp duty (currently at the rate of 1% of the price paid or the market value of the Class A ordinary shares acquired, if higher) payable by the buyer.
Accenture Canada Holdings Inc. Exchangeable Shares
Holders of Accenture Canada Holdings Inc. exchangeable shares may exchange their shares for Accenture plc Class A ordinary shares at any time on a one-for-one basis. Accenture may, at its option, satisfy this exchange with cash at a price per share generally equal to the market price of an Accenture
plc Class A ordinary share at the time of the exchange. Each exchangeable share of Accenture Canada Holdings Inc. entitles its holder to receive distributions equal to any distributions to which an Accenture plc Class A ordinary share entitles its holder. The exchange of all of the outstanding Accenture Canada Holdings Inc. exchangeable shares for Accenture plc Class A ordinary shares would not have a material impact on the equity ownership position of Accenture.
In addition to the other information set forth in this report, you should carefully consider the following factors which could materially adversely affect our business, financial condition, results of operations (including revenues and profitability) and/or stock price. Our business is also subject to general risks and uncertainties that may broadly affect companies, including us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also could materially adversely affect our business, financial condition, results of operations and/or stock price.
Our results of operations could be adversely affected by volatile, negative or uncertain economic and political conditions and the effects of these conditions on our clients’ businesses and levels of business activity.
Global macroeconomic
and geopolitical conditions affect our clients’ businesses and the markets they serve. Volatile, negative or uncertain economic and political conditions in our significant markets have undermined and could in the future undermine business confidence in our significant markets or in other markets, which are increasingly interdependent, and cause our clients to reduce or defer their spending on new initiatives and technologies, or may result in clients reducing, delaying or eliminating spending under existing contracts with us, which would negatively affect our business. Growth in the markets we serve could be at a slow rate, or could stagnate or contract, in each case, for an extended period of time. Differing economic conditions and patterns of economic growth and contraction in the geographical
regions in which we operate and the industries we serve have affected and may in the future affect demand for our services and solutions. Because we operate globally and have significant businesses in many markets, an economic slowdown in any of those markets could adversely affect our results of operations.
Ongoing economic and political volatility and uncertainty and changing demand patterns affect our business in a number of other ways, including making it more difficult to accurately forecast client demand and effectively build our revenue and resource plans, particularly in consulting. Economic and political volatility and uncertainty is particularly challenging because it may take some time for the effects and changes in demand patterns resulting from these and other factors to manifest themselves in our business and results of operations. Changing demand patterns from economic and political volatility and uncertainty,
including as a result of the United Kingdom referendum in favor of exiting the European Union, changes in global trade policies, trade disputes and trends such as populism and economic nationalism and their impact on us, our clients and the industries we serve, could have a significant negative impact on our results of operations.
Our business depends on generating and maintaining ongoing, profitable client demand for our services and solutions, including through the adaptation and expansion of our services and solutions in response to ongoing changes in technology and offerings, and a significant reduction in such demand or an inability to respond to the evolving technological environment could materially affect our results of operations.
Our revenue and profitability depend on the demand for our services and solutions with favorable margins, which could be negatively affected
by numerous factors, many of which are beyond our control and unrelated to our work product. As described above, volatile, negative or uncertain global economic and political conditions and lower growth in the markets we serve have adversely affected and could in the future adversely affect client demand for our services and solutions. Our success depends, in part, on our ability to continue to develop and implement services and solutions that anticipate and respond to rapid and continuing changes in technology and offerings to serve the evolving needs of our clients. Examples of areas of significant change include digital-, cloud- and security-related offerings, which are continually evolving, as well as developments in areas such as artificial intelligence, augmented reality, automation, blockchain, Internet of Things, quantum computing and as-a-service solutions. Technological developments may materially affect the cost and use of technology by our clients and, in
the case of as-a-service solutions, could affect the nature of how we generate revenue. Some of these technologies have reduced and replaced some of our historical services and solutions and may continue to do so in the future. This has caused, and may in the future cause, clients to delay spending under existing contracts and engagements and to delay entering into new contracts while they evaluate new technologies. Such delays can negatively impact our results of operations if the pace and level of spending on new technologies is not sufficient to make up any shortfall.
Developments in the industries we serve, which may be rapid, also could shift demand to new services and solutions. If, as a result of new technologies or changes in the industries
we serve, our clients demand new services and solutions, we may be less competitive in these new areas or need to make significant investment to meet that demand. Our growth strategy focuses on responding to these types of developments by driving innovation that will enable us to expand our business into new growth areas. If we do not sufficiently invest in new technology and adapt to industry developments, or evolve and expand our business at sufficient speed and scale, or if we do not make the right strategic investments to respond to these developments and successfully drive innovation, our services and
solutions,
our results of operations, and our ability to develop and maintain a competitive advantage and to execute on our growth strategy could be negatively affected.
We operate in a rapidly evolving environment in which there currently are, and we expect will continue to be, new technology entrants. New services or technologies offered by competitors or new entrants may make our offerings less differentiated or less competitive when compared to other alternatives, which may adversely affect our results of operations. In addition, companies in the industries we serve sometimes seek to achieve economies of scale and other synergies by combining with or acquiring other companies. If one of our current clients merges or consolidates with a company that relies on another provider for the services and solutions we offer, we may lose work from that client or lose the opportunity to gain additional work if we are not successful in generating
new opportunities from the merger or consolidation. In a particular operating group, business, industry or geography, a small number of clients have contributed, or may, in the future contribute, a significant portion of the revenues of such operating group, business, industry or geography, and any decision by such a client to delay, reduce, or eliminate spending on our services and solutions could have a disproportionate impact on the results of operations in the relevant operating group, business, industry and/or geography.
Many of our consulting contracts are less than 12 months in duration, and these contracts typically permit a client to terminate the agreement with as little as 30 days’ notice. Longer-term, larger and more complex contracts,
such as the majority of our outsourcing contracts, generally require a longer notice period for termination and often include an early termination charge to be paid to us, but this charge might not be sufficient to cover our costs or make up for anticipated ongoing revenues and profits lost upon termination of the contract. Many of our contracts allow clients to terminate, delay, reduce or eliminate spending on the services and solutions we provide. Additionally, a client could choose not to retain us for additional stages of a project, try to renegotiate the terms of its contract or cancel or delay additional
planned work. When contracts are terminated or not renewed, we lose the anticipated revenues, and it may take significant time to replace the level of revenues lost. Consequently, our results of operations in subsequent periods could be materially lower than expected. The specific business or financial condition of a client, changes in management and changes in a client’s strategy are also all factors that can result in terminations, cancellations or delays.
If we are unable to keep our supply of skills and resources in balance with client demand around the world and attract and retain professionals with strong leadership skills, our business, the utilization rate of our professionals and our results of operations may be materially adversely affected.
Our success is dependent, in large part,
on our ability to keep our supply of market-leading skills and capabilities in balance with client demand around the world and our ability to attract and retain personnel with the knowledge and skills to lead our business globally. We must hire or reskill, retain and motivate appropriate numbers of talented people with diverse skills in order to serve clients across the globe, respond quickly to rapid and ongoing changes in technology, industry and the macroeconomic environment, and continuously innovate to grow our business. For example, if we are unable to hire or retrain our employees to keep pace with the rapid and continuous changes in technology and the industries we serve or changes in the types of services and solutions clients are demanding, we may not be able to innovate and deliver new services and solutions to fulfill client demand. There is intense competition for scarce talent with market-leading skills and capabilities in new technologies, and our competitors
have directly targeted our employees with these highly sought-after skills and may continue to do so. As a result, we may be unable to cost-effectively hire and retain employees with these market-leading skills, which may cause us to incur increased costs, or be unable to fulfill client demand for our services and solutions.
We are particularly dependent on retaining members of Accenture Leadership with critical capabilities. If we are unable to do so, our ability to innovate, generate new business opportunities and effectively lead large and complex transformations and client relationships could be jeopardized. We depend on identifying, developing and retaining top talent to innovate and lead our businesses. This includes developing talent and leadership capabilities in emerging markets, where the depth of skilled employees may be limited, and competition for these resources is intense. Our ability to expand in our key markets
depends, in large part, on our ability to attract, develop, retain and integrate both leaders for the local business and people with critical capabilities.
Similarly, our profitability depends on our ability to effectively source and staff people with the right mix of skills and experience to perform services for our clients, including our ability to transition employees to new assignments on a timely basis. If we are unable to effectively deploy our employees globally on a timely basis to fulfill the needs of our clients, our profitability could suffer. If the utilization rate of our professionals is too high, it could have an adverse effect on employee engagement and attrition, the quality of the work performed as well as our ability to staff projects. If our utilization rate is too low, our profitability and the engagement of our employees could suffer. The costs associated with recruiting and training employees are significant.
An important element of our global business model is the deployment of our employees around the world, which allows us to move talent as needed. Therefore, if we are not
able to deploy the talent we need because of increased regulation of immigration or work visas, including limitations placed on the number of visas granted, limitations on the type of work performed or location in which the work can be performed, and new or higher minimum salary requirements, it could be more difficult to staff our employees on client engagements and could increase our costs.
Our
equity-based incentive compensation plans are designed to reward high-performing individuals for their contributions and provide incentives for them to remain with us. If the anticipated value of such incentives does not materialize because of volatility or lack of positive performance in our stock price, or if our total compensation package is not viewed as being competitive, our ability to attract and retain the personnel we need could be adversely affected. In addition, if we do not obtain the shareholder approval needed to continue granting equity awards under our share plans in the amounts we believe are necessary, our ability to attract and retain personnel could be negatively affected.
There is a risk that at certain points in time, and in certain geographical regions, we will find it difficult to hire and retain a sufficient number of employees with the skills or backgrounds to meet current and/or future demand. In
these cases, we might need to redeploy existing personnel or increase our reliance on subcontractors to fill certain labor needs, and if not done effectively, our profitability could be negatively impacted. Additionally, if demand for our services and solutions were to escalate at a high rate, we may need to adjust our compensation practices, which could put upward pressure on our costs and adversely affect our profitability if we are unable to recover these increased costs. At certain times, however, we may also have more personnel than we need in certain skill sets or geographies or at compensation levels that are not aligned with skill sets. In these situations, we have engaged, and may in the future engage, in actions to rebalance our resources, including reducing the rate of new hires and increasing involuntary terminations as a means to keep our supply of skills and resources in balance with client demand. If we are not successful in these initiatives, our results
of operations could be adversely affected.
We could face legal, reputational and financial risks if we fail to protect client and/or Accenture data from security breaches or cyberattacks.
We are dependent on information technology networks and systems to securely process, transmit and store electronic information and to communicate among our locations around the world and with our people, clients, alliance partners and vendors. As the breadth and complexity of this infrastructure continues to grow, including as a result of the use of mobile technologies, social media and cloud-based services, the risk of security breaches and cyberattacks increases. Such breaches could lead to shutdowns or disruptions of or damage to our systems and those of our clients, alliance partners and vendors, and unauthorized disclosure of sensitive or confidential information, including personal data.
In the past, we have experienced data security breaches resulting from unauthorized access to our and our service providers’ systems, which to date have not had a material impact on our operations; however, there is no assurance that such impacts will not be material in the future.
In providing services and solutions to clients, we often manage, utilize and store sensitive or confidential client or Accenture data, including personal data, and we expect these activities to increase, including through the use of artificial intelligence, the internet of things and analytics. Unauthorized disclosure of sensitive or confidential client or Accenture data, whether through systems failure, employee negligence, fraud, misappropriation, or other intentional or unintentional acts, could damage our reputation, cause us to lose clients and could result in significant financial exposure. Similarly, unauthorized access to or through our
or our service providers’ information systems or those we develop for our clients, whether by our employees or third parties, including a cyberattack by computer programmers, hackers, members of organized crime and/or state-sponsored organizations, who continuously develop and deploy viruses, ransomware or other malicious software programs or social engineering attacks, could result in negative publicity, significant remediation costs, legal liability, damage to our reputation and government sanctions and could have a material adverse effect on our results of operations. Cybersecurity threats are constantly expanding and evolving, thereby increasing the difficulty of detecting and defending against them and maintaining effective security measures and protocols.
We are subject to numerous laws and regulations designed to protect this information, such as the European Union’s General Data Protection Regulation (“GDPR”),
various U.S. federal and state laws governing the protection of health or other personally identifiable information and data privacy and cybersecurity laws in other regions. These laws and regulations continue to evolve, are increasing in complexity and number and increasingly conflict among the various countries in which we operate, which has resulted in greater compliance risk and cost for us. The GDPR imposes new compliance obligations regarding the handling of personal data and has significantly increased financial penalties for noncompliance. For example, failure to comply with the GDPR may lead to regulatory enforcement actions, which can result in monetary penalties of up to 4% of worldwide revenue, orders to discontinue certain data processing operations, private lawsuits, or reputational damage. If any person, including any of our employees, negligently disregards or intentionally breaches our established controls with respect to client or Accenture data, or
otherwise mismanages or misappropriates that data, we could be subject to significant litigation, monetary damages, regulatory
enforcement actions, fines and/or criminal prosecution in one or more jurisdictions. These monetary damages might not be subject to a contractual limit of liability or an exclusion of consequential or indirect damages and could be significant. In addition, our liability insurance, which includes cyber insurance, might not be sufficient in type or amount to cover us against claims related to security breaches, cyberattacks and other related breaches.
The
markets in which we operate are highly competitive, and we might not be able to compete effectively.
The markets in which we offer our services and solutions are highly competitive. Our competitors include:
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large multinational providers, including the services arms of large global technology providers, that offer some or all of the services and solutions that we do;
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off-shore service providers in lower-cost locations, particularly in India, that offer services globally that are similar
to the services and solutions we offer;
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accounting firms that provide consulting and other services and solutions in areas that compete with us;
•
solution or service providers that compete with us in a specific geographic market, industry segment or service area, including digital and advertising agencies and emerging start-ups and other companies that can scale rapidly to focus on or disrupt certain markets and provide new or alternative products, services or delivery models; and
•
in-house
departments of large corporations that use their own resources, rather than engage an outside firm for the types of services and solutions we provide.
Some competitors may have greater financial, marketing or other resources than we do and, therefore, may be better able to compete for new work and skilled professionals, may be able to innovate and provide new services and solutions faster than we can or may be able to anticipate the need for services and solutions before we do.
Even if we have potential offerings that address marketplace or client needs, competitors may be more successful at selling similar services they offer, including to companies that are our clients. Some competitors are more established in certain markets, and that may make executing our growth strategy to expand in these markets more challenging. Additionally, competitors may also offer
more aggressive contractual terms, which may affect our ability to win work. Our future performance is largely dependent on our ability to compete successfully and expand in the markets we currently serve. If we are unable to compete successfully, we could lose market share and clients to competitors, which could materially adversely affect our results of operations.
In addition, we may face greater competition due to consolidation of companies in the technology sector through strategic mergers or acquisitions. Consolidation activity may result in new competitors with greater scale, a broader footprint or offerings that are more attractive than ours. Over time, our access to certain technology products and services may be reduced as a result of this consolidation. The technology companies described above, including many of our alliance partners, are increasingly able to offer services related to their software, platform and
other solutions, or are developing software, platform and other solutions that require integration services to a lesser extent. These more integrated services and solutions may represent more attractive alternatives to clients than some of our services and solutions, which may materially adversely affect our competitive position and our results of operations.
Changes in our level of taxes, as well as audits, investigations and tax proceedings, or changes in tax laws or in their interpretation or enforcement, could have a material adverse effect on our effective tax rate, results of operations, cash flows and financial condition.
We are subject to taxes in numerous jurisdictions. We calculate and provide for taxes in each tax jurisdiction in which we operate. Tax accounting often involves complex matters and requires our judgment to
determine our worldwide provision for income taxes and other tax liabilities. We are subject to ongoing audits, investigations and tax proceedings in various jurisdictions. Tax authorities have disagreed, and may in the future disagree, with our judgments, and are taking increasingly aggressive positions opposing the judgments we make, including with respect to our intercompany transactions. We regularly assess the likely outcomes of our audits, investigations and tax proceedings to determine the appropriateness of our tax liabilities. However, our judgments might not be sustained as a result of these audits, investigations and tax proceedings, and the amounts ultimately paid could be materially different from the amounts previously recorded.
In addition, our effective tax rate in the future could be adversely affected by challenges to our intercompany transactions, changes in the valuation of deferred tax assets and liabilities
and changes in tax laws or in their interpretation or enforcement, changes in the mix of earnings in countries with differing statutory tax rates, the expiration of current tax benefits and changes in accounting principles, including the U.S. generally accepted accounting principles. Tax rates in the jurisdictions in which we operate may change materially as a result of shifting economic conditions
and tax policies. In addition, changes in tax laws, treaties or regulations, or their interpretation or enforcement, have become more unpredictable and may become more stringent, which could materially
adversely affect our tax position.
A number of countries where we do business, including the United States and many countries in the European Union, have implemented, and are considering implementing, changes in relevant tax, accounting and other laws, regulations and interpretations. For example, in December 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Tax Act”), which significantly changed U.S. tax law. The Tax Act’s “base erosion and anti-abuse tax” provisions, and regulations issued thereunder, adversely impact our effective tax rate by limiting our ability to deduct certain expenses.
The overall tax environment has made it increasingly challenging for multinational corporations to operate with certainty about taxation in many jurisdictions. For example, the European Commission has been conducting investigations, focusing on whether local country tax rulings
or tax legislation provide preferential tax treatment that violates European Union state aid rules. Furthermore, the Organization for Economic Co-operation and Development (“OECD”), which represents a coalition of member countries, is supporting changes to numerous long-standing tax principles through its base erosion and profit shifting project, which is focused on a number of issues, including the shifting of profits among affiliated entities located in different tax jurisdictions. The changes recommended by the OECD have been or are being adopted by many of the countries in which we do business. In addition, the European Commission has expanded upon the OECD guidelines with anti-tax avoidance directives to be applied by its member states. Among other things, the directives require companies to provide increased country-by-country disclosure of their financial information to tax authorities, which in turn could lead to disagreements by jurisdictions over the
proper allocation of profits between them. In connection with the OECD’s base erosion and profit shifting project, the OECD has undertaken a new project focused on “Addressing the Tax Challenges of the Digitalization of the Economy.” This project may impact all multinational businesses by implementing a global model for minimum taxation. Additionally, the European Commission and some foreign jurisdictions have introduced proposals to impose a separate tax on specified digital service activity. There is significant uncertainty regarding such proposals. The increasingly complex global tax environment, and any unfavorable resolution of these uncertainties, could have a material adverse effect on our effective tax rate, results of operations, cash flows and financial condition.
Although we expect to be able to rely on the tax treaty between the United States and Ireland, legislative or diplomatic action could be taken, or
the treaty may be amended in such a way, that would prevent us from being able to rely on such treaty. Our inability to rely on the treaty would subject us to increased taxation or significant additional expense. In addition, congressional proposals could change the definition of a U.S. person for U.S. federal income tax purposes, which could also subject us to increased taxation. In addition, we could be materially adversely affected by future changes in tax law or policy (or in their interpretation or enforcement) in Ireland or other jurisdictions where we operate, including their treaties with Ireland or the United States. These changes could be exacerbated by economic, budget or other challenges facing Ireland or these other jurisdictions.
Our profitability could materially suffer if we are unable to obtain favorable pricing for our services and solutions, if we are unable to remain competitive, if our cost-management
strategies are unsuccessful or if we experience delivery inefficiencies.
Our profitability is highly dependent on a variety of factors and could be materially impacted by any of the following:
Our results of operations could materially suffer if we are not able to obtain sufficient pricing to meet our profitability expectations. If we are not able to obtain favorable pricing for our services and solutions, our revenues and profitability could materially suffer. The rates we are able to charge for our services and solutions are affected by a number of factors, including:
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general economic and political conditions;
•
our
clients’ desire to reduce their costs;
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the competitive environment in our industry;
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our ability to accurately estimate our service delivery costs, upon which our pricing is sometimes determined, includes our ability to estimate the impact of inflation and foreign exchange on our service delivery costs over long-term contracts; and
•
the
procurement practices of clients and their use of third-party advisors.
Our profitability could suffer if we are not able to remain competitive. The competitive environment in our industry affects our ability to secure new contracts at our target economics in a number of ways, any of which could have a material negative impact on our results of operations. The less we are able to differentiate our services and solutions and/or clearly convey the value of our services and solutions, the more risk we have in winning new work in sufficient volumes and at our target pricing and overall economics. In addition, the introduction of new services or products by competitors could reduce our ability to obtain favorable pricing and impact our overall economics for the
services or solutions we offer. Competitors may be willing, at times, to price contracts lower than us in an effort to enter the market or increase market share.
Our profitability could suffer if our cost-management strategies are unsuccessful, and we may not be able to improve our profitability. Our ability to improve or maintain our profitability is dependent on our being able to successfully manage our costs, including taking actions to reduce certain costs. Our cost management strategies include maintaining appropriate alignment between the demand for our services and solutions and the workforce needed to deliver them. If we are not effective in managing our operating costs in
response to changes in demand or pricing, or if we are unable tocost-effectively hire and retain personnel with the knowledge and skills necessary to deliver our services and solutions, particularly in areas of new technologies and offerings and in the right geographic locations, we may incur increased costs, which could reduce our ability to continue to invest in our business in an amount necessary to achieve our planned rates of growth and our desired levels of profitability.
If we do not accurately anticipate the cost, risk and complexity of performing our work or if third parties upon whom we rely do not meet their commitments, then our contracts could have delivery inefficiencies and be less profitable than expected or unprofitable. Our contract
profitability is highly dependent on our forecasts regarding the effort and cost necessary to deliver our services and solutions, which are based on available data and could turn out to be materially inaccurate. If we do not accurately estimate the effort, costs or timing for meeting our contractual commitments and/or completing engagements to a client’s satisfaction, our contracts could yield lower profit margins than planned or be unprofitable. Similarly, if we experience unanticipated delivery difficulties due to our management, the failure of third parties or our clients to meet their commitments, or for any other reason, our contracts could yield lower profit margins than planned or be unprofitable. In particular, large and complex arrangements often require that we utilize subcontractors
or that our services and solutions incorporate or coordinate with the software, systems or infrastructure requirements of other vendors and service providers, including companies with which we have alliances. Our profitability depends on the ability of these subcontractors, vendors and service providers to deliver their products and services in a timely manner and in accordance with the project requirements, as well as on our effective oversight of their performance. In some cases, these subcontractors are small firms, and they might not have the resources or experience to successfully integrate their services or products with large-scale engagements or enterprises. Some of this work involves new technologies, which may not work as intended or may take more effort to implement than initially predicted. In addition, certain client work requires the use of unique and complex structures and alliances, some of which require us to assume responsibility for the performance
of third parties whom we do not control. Any of these factors could adversely affect our ability to perform and subject us to additional liabilities, which could have a material adverse effect on our relationships with clients and on our results of operations.
Our results of operations could be materially adversely affected by fluctuations in foreign currency exchange rates.
Although we report our results of operations in U.S. dollars, a majority of our revenues is denominated in currencies other than the U.S. dollar. Unfavorable fluctuations in foreign currency exchange rates have had an adverse effect, and could in the future have a material adverse effect, on our results of operations.
Because our consolidated financial statements are presented in U.S. dollars, we must translate revenues, expenses and income, as well as assets and
liabilities, into U.S. dollars at exchange rates in effect during or at the end of each reporting period. Therefore, changes in the value of the U.S. dollar against other currencies will affect our revenues, operating income and the value of balance-sheet items, including intercompany payables and receivables, originally denominated in other currencies. These changes cause our growth stated in U.S. dollars to be higher or lower than our growth in local currency when compared against other periods. Our currency hedging programs, which are designed to partially offset the impact on consolidated earnings related to the changes in value of certain balance sheet items, might not be successful. Additionally, some transactions and balances may be denominated in currencies for which there is no available market to hedge.
As we continue to leverage our global delivery model, more of our expenses are incurred in currencies other than
those in which we bill for the related services. An increase in the value of certain currencies, such as the Indian rupee or Philippine peso, against the currencies in which our revenue is recorded could increase costs for delivery of services at off-shore sites by increasing labor and other costs that are denominated in local currency. Our contractual provisions or cost management efforts might not be able to offset their impact, and our currency hedging activities, which are designed to partially offset this impact, might not be successful. This could result in a decrease in the profitability of our contracts that are utilizing delivery center resources. In addition, our currency hedging activities are themselves subject to risk. These include risks related to counterparty performance under hedging contracts,
risks related to ineffective hedges and risks related to currency fluctuations. We also face risks that extreme economic conditions, political instability, or hostilities or disasters of the type described below could impact or perhaps eliminate
the underlying exposures that we are hedging. Such an event could lead to losses being recognized on the currency hedges then in place that are not offset by anticipated changes in the underlying hedge exposure.
As a result of our geographically diverse operations and our growth strategy to continue to expand
in our key markets around the world, we are more susceptible to certain risks.
We have offices and operations in more than 200 cities in 51 countries around the world. One aspect of our growth strategy is to continue to expand in our key markets around the world. Our growth strategy might not be successful. If we are unable to manage the risks of our global operations and growth strategy, including the concentration of our global delivery capability in India and the Philippines, international hostilities, terrorist activities, natural disasters and security or data breaches, failure to maintain compliance with our clients’ control requirements and multiple legal and regulatory systems, our results of operations and ability to grow could be materially adversely affected. In addition, emerging markets generally involve greater financial and operational risks, such as those described below, than our more mature markets. Negative
or uncertain political climates in countries or geographies where we operate could also adversely affect us.
Our global delivery capability is concentrated in India and the Philippines, which may expose us to operational risks. Our business model is dependent on our global delivery capability, which includes Accenture personnel based at more than 50 delivery centers around the world. While these delivery centers are located throughout the world, we have based large portions of our delivery capability in India, where we have the largest number of people located in our delivery centers, and the Philippines, where we have the second largest number of people located. Concentrating our global delivery capability in these locations presents a number of operational risks, including those listed in the following paragraph, many of which are beyond our control. Our business continuity and disaster recovery plans may not be effective,
particularly if catastrophic events occur. If any of these circumstances occurs, we have a greater risk that interruptions in communications with our clients and other Accenture locations and personnel, and any down-time in important processes we operate for clients, could result in a material adverse effect on our results of operations and our reputation in the marketplace.
International hostilities, terrorist activities, natural disasters, pandemics and infrastructure disruptions could prevent us from effectively serving our clients and thus adversely affect our results of operations. Acts of terrorist violence; political unrest; regional and international hostilities and international responses to these hostilities; natural disasters, volcanic eruptions, sea level rise, floods, droughts and the increasing frequency and severity of adverse weather conditions; health emergencies or pandemics or the
threat of or perceived potential for these events; and other acts of god could have a negative impact on us. These events could adversely affect our clients’ levels of business activity and precipitate sudden and significant changes in regional and global economic conditions and cycles. These events also pose significant risks to our people and to physical facilities and operations around the world, whether the facilities are ours or those of our alliance partners, suppliers or clients. By disrupting communications and travel and increasing the difficulty of obtaining and retaining highly skilled and qualified personnel, these types of events impact our ability to deliver our services and solutions to our clients. Extended disruptions of electricity, other public utilities or network services at our facilities, as well as physical infrastructure damage to, system failures at, cyberattacks on, or security breaches in, our facilities or systems, could also adversely affect
our ability to conduct our business and serve our clients. We might be unable to protect our people, facilities and systems against all such occurrences. We generally do not have insurance for losses and interruptions caused by terrorist attacks, conflicts and wars. If these disruptions prevent us from effectively serving our clients, our results of operations could be adversely affected.
We could be subject to strict restrictions on the movement of cash and the exchange of foreign currencies. In some countries, we could be subject to strict restrictions on the movement of cash and the exchange of foreign currencies, which would limit our ability to use this cash across our global operations and expose us to more extreme currency fluctuations. This risk could increase as we continue to expand in our key markets around the world, which include emerging markets that are more likely to impose these restrictions
than more established markets.
Our global operations expose us to numerous and sometimes conflicting legal and regulatory requirements, and violation of these regulations could harm our business. We are subject to numerous, and sometimes conflicting, legal regimes on matters as diverse as anticorruption, import/export controls, content requirements, trade restrictions, tariffs, taxation, sanctions, immigration, internal and disclosure control obligations, securities regulation, anti-competition, anti-money-laundering, data privacy and protection, government compliance, wage-and-hour standards, and employment and labor relations. The global nature of our operations, including emerging markets where legal systems may be less developed or understood by us, and the diverse nature of our operations across a number of regulated industries, further increase the difficulty of compliance. Compliance with diverse
legal requirements is costly, time-consuming and requires significant resources. Violations of one or more of these regulations in the conduct of our business could result in significant fines, enforcement actions or criminal sanctions against us and/or our employees, prohibitions on doing business and damage to our reputation. Violations of these regulations in connection with the
performance of our obligations to our clients also could result in liability for significant monetary damages, fines, enforcement actions and/or criminal prosecution or sanctions, unfavorable publicity and other reputational
damage and restrictions on our ability to effectively carry out our contractual obligations and thereby expose us to potential claims from our clients. Due to the varying degrees of development of the legal systems of the countries in which we operate, local laws may not be well developed or provide sufficiently clear guidance and may be insufficient to protect our rights.
In particular, in many parts of the world, including countries in which we operate and/or seek to expand, practices in the local business community might not conform to international business standards and could violate anticorruption laws, or regulations, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010. Our employees, subcontractors, vendors, agents, alliance or joint venture partners, the companies we acquire and their employees, subcontractors, vendors and agents, and other third parties with which we associate, could take
actions that violate policies or procedures designed to promote legal and regulatory compliance or applicable anticorruption laws or regulations. Violations of these laws or regulations by us, our employees or any of these third parties could subject us to criminal or civil enforcement actions (whether or not we participated or knew about the actions leading to the violations), including fines or penalties, disgorgement of profits and suspension or disqualification from work, including U.S. federal contracting, any of which could materially adversely affect our business, including our results of operations and our reputation.
Changes in laws and regulations could also mandate significant and costly changes to the way we implement our services and solutions or could impose additional taxes on our services and solutions. For example, changes in laws and regulations to limit using off-shore resources in connection with our work
or to penalize companies that use off-shore resources, which have been proposed from time to time in various jurisdictions, could adversely affect our results of operations. Such changes may result in contracts being terminated or work being transferred on-shore, resulting in greater costs to us. In addition, these changes could have a negative impact on our ability to obtain future work from government clients.
Our business could be materially adversely affected if we incur legal liability.
We are subject to, and may become a party to, a variety of litigation or other claims and suits that arise from time to time in the ordinary course of our business. Our business is subject to the risk of litigation involving current and former employees, clients, alliance partners, subcontractors, suppliers,
competitors, shareholders, government agencies or others through private actions, class actions, whistleblower claims, administrative proceedings, regulatory actions or other litigation. Regardless of the merits of the claims, the cost to defend current and future litigation may be significant, and such matters can be time-consuming and divert management’s attention and resources. The results of litigation and other legal proceedings are inherently uncertain, and adverse judgments or settlements in some or all of these legal disputes may result in materially adverse monetary damages, fines, penalties or injunctive relief against us. Any claims or litigation, even if fully indemnified or insured, could damage our reputation and make it more difficult to compete effectively or to obtain adequate insurance in the future.
We could be subject to significant legal liability and litigation expense if we fail to meet our contractual
obligations, contribute to internal control or other deficiencies of a client or otherwise breach obligations to third parties, including clients, alliance partners, employees and former employees, and other parties with whom we conduct business, or if our subcontractors breach or dispute the terms of our agreements with them and impede our ability to meet our obligations to our clients. For example, by taking over the operation of certain portions of our clients’ businesses, including functions and systems that are critical to the core businesses of our clients, we may be exposed to additional and evolving operational, regulatory, reputational or other risks specific to these areas, including risks related to data security. A failure of a client’s system based on our services or solutions could also subject us to a claim for significant damages that could materially adversely affect our results of operations. We may enter into agreements with non-standard terms because
we perceive an important economic opportunity or because our personnel did not adequately follow our contracting guidelines. In addition, the contracting practices of competitors, along with the demands of increasingly sophisticated clients, may cause contract terms and conditions that are unfavorable to us to become new standards in the industry. We may find ourselves committed to providing services or solutions that we are unable to deliver or whose delivery will reduce our profitability or cause us financial loss. If we cannot or do not meet our contractual obligations and if our potential liability is not adequately limited through the terms of our agreements, liability limitations are not enforced or a third party alleges fraud or other wrongdoing to prevent us from relying upon those contractual protections, we might face significant legal liability and litigation expense
and our results of operations could be materially adversely affected. In addition, as we expand our services and solutions into new areas, we may be exposed to additional and evolving risks specific to these new areas.
While we maintain insurance for certain potential liabilities, such insurance does not cover all types and amounts of potential liabilities and is subject to various exclusions as well as caps on amounts recoverable. Even if we believe
a claim is covered by insurance, insurers may dispute our entitlement to recovery for a variety of potential
reasons, which may affect the timing and, if they prevail, the amount of our recovery.
Our work with government clients exposes us to additional risks inherent in the government contracting environment.
Our clients include national, provincial, state and local governmental entities. Our government work carries various risks inherent in the government contracting process. These risks include, but are not limited to, the following:
•
Government entities, particularly in the United States, often reserve the right to audit our contract costs and conduct inquiries and investigations of
our business practices and compliance with government contract requirements. U.S. government agencies, including the Defense Contract Audit Agency, routinely audit our contract costs, including allocated indirect costs, for compliance with the Cost Accounting Standards and the Federal Acquisition Regulation. These agencies also conduct reviews and investigations and make inquiries regarding our accounting, information technology and other systems in connection with our performance and business practices with respect to our government contracts. Negative findings from existing and future audits, investigations
or inquiries, or failure to comply with applicable IT security requirements, could affect our future sales and profitability by preventing us, by operation of law or in practice, from receiving new government contracts for some period of time. In addition, if the U.S. government concludes that certain costs are not reimbursable, have not been properly determined or are based on outdated estimates of our work, then we will not be allowed to bill for such costs, may have to refund money that has already been paid to us or could be required to retroactively and prospectively adjust previously agreed to billing or pricing rates for our work. Negative findings from existing and future audits of our business systems, including our accounting system, may result in the U.S. government preventing us from billing, at least temporarily, a percentage of our costs. As a result of prior negative
findings in connection with audits, investigations and inquiries, we have from time to time experienced some of the adverse consequences described above and may in the future experience further adverse consequences, which could materially adversely affect our future results of operations.
•
If a government client discovers improper or illegal activities in the course of audits or investigations, we may become subject to various civil and criminal penalties, including those under the civil U.S. False Claims Act, and administrative sanctions, which may include termination of contracts, forfeiture of profits, suspension of payments, fines and suspensions
or debarment from doing business with other agencies of that government. The inherent limitations of internal controls may not prevent or detect all improper or illegal activities.
•
U.S. government contracting regulations impose strict compliance and disclosure obligations. Disclosure is required if certain company personnel have knowledge of “credible evidence” of a violation of federal criminal laws involving fraud, conflict of interest, bribery or improper gratuity, a violation of the civil U.S. False Claims Act or receipt of a significant overpayment from the government. Failure to make required disclosures could be a basis for suspension and/or debarment from federal government contracting in addition to breach of the specific contract
and could also impact contracting beyond the U.S. federal level. Reported matters also could lead to audits or investigations and other civil, criminal or administrative sanctions.
•
Government contracts are subject to heightened reputational and contractual risks compared to contracts with commercial clients. For example, government contracts and the proceedings surrounding them are often subject to more extensive scrutiny and publicity. Negative publicity, including an
allegation of improper or illegal activity, regardless of its accuracy, may adversely affect our reputation.
•
Terms and conditions of government contracts also tend to be more onerous and are often more difficult to negotiate. For example, these contracts often contain high or unlimited liability for breaches and feature less favorable payment terms and sometimes require us to take on liability for the performance of third parties.
•
Government
entities typically fund projects through appropriated monies. While these projects are often planned and executed as multi-year projects, government entities usually reserve the right to change the scope of or terminate these projects for lack of approved funding and/or at their convenience. Changes in government or political developments, including budget deficits, shortfalls or uncertainties, government spending reductions or other debt constraints could result in our projects being reduced in price or scope or terminated altogether, which also could limit our recovery of incurred costs, reimbursable expenses and profits on work completed prior to the termination. Furthermore, if insufficient funding is appropriated to the government entity to cover termination costs, we may not be able to fully recover our investments.
•
Political
and economic factors such as pending elections, the outcome of recent elections, changes in leadership among key executive or legislative decision makers, revisions to governmental tax or other policies and reduced tax revenues can affect the number and terms of new government contracts signed or the speed at which new contracts are signed, decrease future levels of spending and authorizations for programs that
we
bid, shift spending priorities to programs in areas for which we do not provide services and/or lead to changes in enforcement or how compliance with relevant rules or laws is assessed.
•
Our ability to work for the U.S. government is impacted by the fact that we are an Irish company. We elected to enter into a proxy agreement with the U.S. Department of Defense that enhances the ability of our U.S. federal government contracting subsidiary to perform certain work for the U.S. government. The proxy agreement regulates the management and operation of, and limits the control we can exercise over, this subsidiary. In addition, legislative and executive proposals remain under consideration or could be proposed in the future, which, if enacted, could place additional
limitations on or even prohibit our eligibility to be awarded state or federal government contracts in the United States or could include requirements that would otherwise affect our results of operations. Various U.S. federal and state legislative proposals have been introduced and/or enacted in recent years that deny government contracts to certain U.S. companies that reincorporate or have reincorporated outside the United States. While Accenture was not a U.S. company that reincorporated outside the United States, it is possible that these contract bans and other legislative proposals could be applied in a way that negatively affects Accenture.
The
occurrences or conditions described above could affect not only our business with the particular government entities involved, but also our business with other entities of the same or other governmental bodies or with certain commercial clients, and could have a material adverse effect on our business or our results of operations.
If we are unable to manage the organizational challenges associated with our size, we might be unable to achieve our business objectives.
As of August 31, 2019, we had approximately 492,000 employees worldwide. Our size and scale present significant management and organizational challenges. It might become increasingly difficult to maintain effective standards across a large enterprise and effectively institutionalize our knowledge. It might also become more difficult to maintain our culture, effectively
manage and monitor our personnel and operations and effectively communicate our core values, policies and procedures, strategies and goals, particularly given our world-wide operations. The size and scope of our operations increase the possibility that we will have employees who engage in unlawful or fraudulent activity, or otherwise expose us to unacceptable business risks, despite our efforts to train them and maintain internal controls to prevent such instances. For example, employee misconduct could involve the improper use of our clients’ sensitive or confidential information or the failure to comply with legislation or regulations regarding the protection of sensitive or confidential information. Furthermore, the inappropriate use of social networking sites by our employees could result in breaches of confidentiality, unauthorized disclosure of non-public company information or damage to our reputation. If we do not continue to develop and implement the right processes
and tools to manage our enterprise and instill our culture and core values into all of our employees, our ability to compete successfully and achieve our business objectives could be impaired. In addition, from time to time, we have made, and may continue to make, changes to our operating model, including how we are organized, as the needs and size of our business change, and if we do not successfully implement the changes, our business and results of operation may be negatively impacted.
Our ability to attract and retain business and employees may depend on our reputation in the marketplace.
We believe the Accenture brand name and our reputation are important corporate assets that help distinguish our services and solutions from those of competitors and also contribute to our efforts to recruit and retain talented employees. However, our corporate reputation is potentially susceptible
to material damage by events such as disputes with clients, cybersecurity breaches or service outages, internal control deficiencies, delivery failures, compliance violations, government investigations or legal proceedings. We may also experience reputational damage from employees, advocacy groups and other stakeholders that disagree with the services and solutions that we offer or the clients that we serve. Similarly, our reputation could be damaged by actions or statements of current or former clients, directors, employees, competitors, vendors, alliance partners, joint venture partners, adversaries in legal proceedings, legislators or government regulators, as well as members of the investment community or the media, including social media influencers. There is a risk that negative or inaccurate information about Accenture, even if based on rumor or misunderstanding, could adversely affect our business. Damage to our reputation could be difficult, expensive and time-consuming
to repair, could make potential or existing clients reluctant to select us for new engagements, resulting in a loss of business, and could adversely affect our recruitment and retention efforts. Damage to our reputation could also reduce the value and effectiveness of the Accenture brand name and could reduce investor confidence in us, materially adversely affecting our share price.
If we do not successfully manage and develop our relationships with key alliance partners or if we fail to anticipate and establish new alliances in new technologies,
our results of operations could be adversely affected.
We have alliances with companies whose capabilities complement our own. A very significant portion of our revenue and services and solutions are based on technology or software provided by a few major alliance partners. See “Business—Alliances.”
The business that we conduct through these alliances could decrease or fail to grow for a variety of reasons. The priorities and objectives of our alliance partners may differ from ours, and our alliance partners are not prohibited from competing with us or forming closer or preferred arrangements with our competitors. In addition, some of our alliance partners are also large clients or suppliers of technology to us. The decisions we make vis-à-vis an alliance partner may impact our ongoing alliance relationship. In addition, our alliance partners could experience reduced demand
for their technology or software, including, for example, in response to changes in technology, which could lessen related demand for our services and solutions.
We must anticipate and respond to continuous changes in technology and develop alliance relationships with new providers of relevant technology. We must secure meaningful alliances with these providers early in their life cycle so that we can develop the right number of certified people with skills in new technologies. If we are unable to maintain our relationships with current partners and identify new and emerging providers of relevant technology to expand our network of alliance partners, we may not be able to differentiate our services or compete effectively in the market.
If we do not obtain the expected benefits from our alliance relationships for any reason, we may be less competitive, our ability to offer attractive
solutions to our clients may be negatively affected, and our results of operations could be adversely affected.
We might not be successful at acquiring, investing in or integrating businesses, entering into joint ventures or divesting businesses.
We expect to continue pursuing strategic acquisitions, investments and joint ventures to enhance or add to our skills and capabilities or offerings of services and solutions, or to enable us to expand in certain geographic and other markets. Depending on the opportunities available, we may increase the amount of capital invested in such opportunities. We may not succeed in completing targeted transactions, including as a result of the market becoming increasingly competitive, or achieve desired results of operations.
Furthermore, we face risks in successfully integrating any businesses we might
acquire or create through a joint venture. Ongoing business may be disrupted, and our management’s attention may be diverted by acquisition, investment, transition or integration activities. In addition, we might need to dedicate additional management and other resources, and our organizational structure could make it difficult for us to efficiently integrate acquired businesses into our ongoing operations and assimilate and retain employees of those businesses into our culture and operations. The loss of key executives, employees, customers, suppliers, vendors and other business partners of businesses we acquire may adversely impact the value of the assets, operations or businesses. Furthermore, acquisitions or joint ventures may result in significant costs and expenses, including those related to retention payments, equity compensation, severance pay, early retirement costs, intangible asset amortization and asset impairment charges, assumed litigation and other liabilities,
and legal, accounting and financial advisory fees, which could negatively affect our profitability. We may have difficulties as a result of entering into new markets where we have limited or no direct prior experience or where competitors may have stronger market positions.
We might fail to realize the expected benefits or strategic objectives of any acquisition, investment or joint venture we undertake. We might not achieve our expected return on investment or may lose money. We may be adversely impacted by liabilities that we assume from a company we acquire or in which we invest, including from that company’s known and unknown obligations, intellectual property or other assets, terminated employees, current or former clients or other third parties. In addition, we may fail to identify or adequately assess the magnitude of certain liabilities, shortcomings or other circumstances prior to acquiring, investing in or partnering
with a company, including potential exposure to regulatory sanctions or liabilities resulting from an acquisition target’s previous activities, internal controls and security environment. If any of these circumstances occurs, they could result in unexpected legal or regulatory exposure, unfavorable accounting treatment, unexpected increases in taxes or other adverse effects on our business. In addition, we have a lesser degree of control over the business operations of the joint ventures and businesses in which we have made minority investments or in which we have acquired less than 100% of the equity. This lesser degree of control may expose us to additional reputational, financial, legal, compliance or operational risks. Litigation, indemnification claims and other unforeseen claims and liabilities may arise from the acquisition or operation of acquired businesses. For example, we may face litigation or other claims as a result of certain terms and conditions of the
acquisition agreement, such as earnout payments or closing net asset adjustments. Alternatively, shareholder litigation
may arise as a result of proposed acquisitions. If we are unable to complete the number and kind of investments for which we plan, or if we are inefficient or unsuccessful at integrating any acquired businesses into our operations, we may not be able to achieve our planned rates of growth or improve our market share, profitability or competitive position in specific markets or services.
We also periodically evaluate, and have engaged
in, the disposition of assets and businesses. Divestitures could involve difficulties in the separation of operations, services, products and personnel, the diversion of management’s attention, the disruption of our business and the potential loss of key employees. After reaching an agreement with a buyer for the disposition of a business, the transaction may be subject to the satisfaction of pre-closing conditions, including obtaining necessary regulatory and government approvals, which, if not satisfied or obtained, may prevent us from completing the transaction. Divestitures may also involve continued financial involvement in or liability with respect to the divested assets and businesses, such as indemnities or other financial obligations, in which the performance of the divested assets or businesses could impact our results of operations. Any divestiture we undertake could adversely affect our results of operations.
If
we are unable to protect or enforce our intellectual property rights, or if our services or solutions infringe upon the intellectual property rights of others or we lose our ability to utilize the intellectual property of others, our business could be adversely affected.
Our success depends, in part, upon our ability to obtain intellectual property protection for our proprietary methodologies, processes, software and other solutions. Existing laws of the various countries in which we provide services or solutions may offer only limited intellectual property protection of our services or solutions, and the protection in some countries may be very limited. We rely upon a combination of confidentiality policies, nondisclosure and other contractual arrangements, and patent, trade secret, copyright and trademark laws to protect our intellectual property rights. These laws are subject to change at any time and could further limit
our ability to obtain or maintain intellectual property protection. There is uncertainty concerning the scope of patent and other intellectual property protection for software and business methods, which are fields in which we rely on intellectual property laws to protect our rights. Even where we obtain intellectual property protection, our intellectual property rights may not prevent or deter competitors, former employees, or other third parties from reverse engineering our solutions or proprietary methodologies and processes or independently developing services or solutions similar to or duplicative of ours. Further, the steps we take in this regard might not be adequate to prevent or deter infringement or other misappropriation of our intellectual property by competitors, former employees or other third parties, and we might not be able to detect unauthorized use of, or take appropriate and timely steps to enforce, our intellectual property rights. Enforcing our
rights might also require considerable time, money and oversight, and we may not be successful in enforcing our rights.
In addition, we cannot be sure that our services and solutions, including, for example, our software solutions, or the solutions of others that we offer to our clients, do not infringe on the intellectual property rights of third parties, and these third parties could claim that we or our clients are infringing upon their intellectual property rights. Additionally, individuals and firms have purchased intellectual property assets in order to assert claims of infringement against technology providers and customers that use such technology. These claims could harm our reputation, cause us to incur substantial costs or prevent us from offering some services or solutions in the future. Any related proceedings could require us to expend significant resources over an extended period of time. In most of our contracts,
we agree to indemnify our clients for expenses and liabilities resulting from claimed infringements of the intellectual property rights of third parties. In some instances, the amount of these indemnities could be greater than the revenues we receive from the client. Any claims or litigation in this area could be time-consuming and costly, damage our reputation and/or require us to incur additional costs to obtain the right to continue to offer a service or solution to our clients. If we cannot secure this right at all or on reasonable terms, or we are unable to implement in a cost-effective manner alternative technology, our results of operations could be materially adversely affected. The risk of infringement claims against us may increase as we expand our industry software solutions and continue to develop and license our software to multiple clients.Any infringement action brought against us or
our clients could be costly to defend or lead to an expensive settlement or judgment against us.
Further, we rely on third-party software in providing some of our services and solutions. If we lose our ability to continue using any such software for any reason, including because it is found to infringe the rights of others, we will need to obtain substitute software or seek alternative means of obtaining the technology necessary to continue to provide such services and solutions. Our inability to replace such software, or to replace such software in a timely or cost-effective manner, could materially adversely affect our results of operations.
Our
results of operations and share price could be adversely affected if we are unable to maintain effective internal controls.
The accuracy of our financial reporting is dependent on the effectiveness of our internal controls. We are required to provide a report from management to our shareholders on our internal control over financial reporting that includes an assessment of the effectiveness of these controls. Internal control over financial reporting has inherent limitations, including human error, the possibility that controls could be circumvented or become inadequate because of changed conditions, and fraud. Because of these inherent limitations, internal control over financial reporting might not prevent or detect all misstatements or fraud. If we cannot maintain and execute adequate internal control over financial reporting or implement required new or improved controls that provide reasonable assurance of the reliability
of the financial reporting and preparation of our financial statements for external use, we could suffer harm to our reputation, incur incremental compliance costs, fail to meet our public reporting requirements on a timely basis, be unable to properly report on our business and our results of operations, or be required to restate our financial statements, and our results of operations, our share price and our ability to obtain new business could be materially adversely affected.
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.
Our financial statements have been prepared in accordance with U.S. generally accepted accounting principles. It is possible that changes in accounting standards could have a material adverse effect on our results
of operations and financial position. The application of generally accepted accounting principles requires us to make estimates and assumptions about certain items and future events that affect our reported financial condition, and our accompanying disclosure with respect to, among other things, revenue recognition and income taxes. Our most critical accounting estimates are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations under “Critical Accounting Policies and Estimates.” We base our estimates on historical experience, contractual commitments and on various other assumptions that we believe to be reasonable under the circumstances and at the time they are made. These estimates and assumptions involve the use of judgment and are subject to significant uncertainties, some of which are beyond our control. If our estimates, or the assumptions underlying such estimates, are not correct, actual results may differ materially
from our estimates, and we may need to, among other things, adjust revenues or accrue additional costs that could adversely affect our results of operations.
Many of our contracts include fees subject to the attainment of targets or specific service levels. This could increase the variability of our revenues and impact our margins.
Many of our contracts include clauses that tie our compensation to the achievement of agreed-upon performance standards or milestones. If we fail to satisfy these measures, it could significantly reduce or eliminate our fees under the contracts, increase the cost to us of meeting
performance standards or milestones, delay expected payments or subject us to potential damage claims under the contract terms. Clients also often have the right to terminate a contract and pursue damage claims under the contract for serious or repeated failure to meet these service commitments. We also have a number of contracts in which a portion of our compensation depends on performance measures such as cost-savings, revenue enhancement, benefits produced, business goals attained and adherence to schedule. These goals can be complex and may depend on our clients’ actual levels of business activity or may
be based on assumptions that are later determined not to be achievable or accurate. These provisions could increase the variability in revenues and margins earned on those contracts.
We might be unable to access additional capital on favorable terms or at all. If we raise equity capital, it may dilute our shareholders’ ownership interest in us.
We might choose to raise additional funds through public or private debt or equity financings in order to:
•
take advantage of opportunities, including more rapid expansion;
•
acquire
other businesses or assets;
•
repurchase shares from our shareholders;
•
develop new services and solutions; or
•
respond to competitive pressures.
Any additional capital raised through the sale of equity could dilute shareholders’
ownership percentage in us. Furthermore, any additional financing we need might not be available on terms favorable to us, or at all.
We are incorporated in Ireland and a significant portion of our assets is located outside the United States. As a result, it might not be possible for shareholders to enforce civil liability provisions of the federal or state
securities laws of the United States. We may also be subject to criticism and negative publicity related to our incorporation in Ireland.
We are organized
under the laws of Ireland, and a significant portion of our assets is located outside the United States. A shareholder who obtains a court judgment based on the civil liability provisions of U.S. federal or state securities laws may be unable to enforce the judgment against us in Ireland or in countries other than the United States where we have assets. In addition, there is some doubt as to whether the courts of Ireland and other countries would recognize or enforce judgments of U.S. courts obtained against us or our directors or officers based on the civil liability provisions of the federal or state securities laws of the United States or would hear actions against us or those persons based on those laws.
Although the United States and Ireland do not currently have a treaty providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters, the Irish Courts will recognize a U.S. judgment
if the following important requirements are satisfied:
•the originating court is a court of competent jurisdiction;
•the judgment is final and conclusive; and
•the judgment was not obtained by fraud and its recognition is not contrary to Irish public policy.
Any judgment obtained in contravention of the rules of natural justice or that is irreconcilable with an earlier foreign judgment would not be enforced in Ireland. Similarly, judgments might not be enforceable in countries other than the United States where we have assets.
Some companies that conduct substantial business in the United States but which have a parent domiciled in certain other jurisdictions have been criticized
as improperly avoiding U.S. taxes or creating an unfair competitive advantage over U.S. companies. Accenture never conducted business under a U.S. parent company and pays U.S. taxes on all of its U.S. operations. Nonetheless, we could be subject to criticism in connection with our incorporation in Ireland.
Irish law differs from the laws in effect in the United States and might afford less protection to shareholders.
Our shareholders could have more difficulty protecting their interests than would shareholders of a corporation incorporated in a jurisdiction of the United States. As an Irish company, we are governed by the Companies Act. The Companies Act differs in some significant, and possibly material, respects from laws applicable to U.S. corporations and shareholders under various state corporation laws, including the provisions relating to interested directors, mergers and
acquisitions, takeovers, shareholder lawsuits and indemnification of directors.
Under Irish law, the duties of directors and officers of a company are generally owed to the company only. Shareholders of Irish companies do not generally have rights to take action against directors or officers of the company under Irish law, and may only do so in limited circumstances. Directors of an Irish company must, in exercising their powers and performing their duties, act with due care and skill, honestly and in good faith with a view to the best interests of the company. Directors have a duty not to put themselves in a position in which their duties to the
company and their personal interests might conflict and also are under a duty to disclose any personal interest in any contract or arrangement with the company or any of its subsidiaries. If a director or officer of an Irish company is found to have breached his duties to that company, he could be held personally liable to the company in respect of that breach of duty.
Under Irish law, we must have authority from our shareholders to issue any shares, including shares that are part of the
company’s authorized but unissued share capital. In addition, unless otherwise authorized by its shareholders, when an Irish company issues shares for cash to new shareholders, it is required first to offer those shares on the same or more favorable terms to existing shareholders on a pro-rata basis. If we are unable to obtain these authorizations from our shareholders, or are otherwise limited by the terms of our authorizations, our ability to issue shares under our equity compensation plans and, if applicable, to facilitate funding acquisitions or otherwise raise capital could be adversely affected.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
We
have major offices in the world’s leading business centers, including Boston, Chicago, New York, San Francisco, Dublin, Frankfurt, London, Madrid, Milan, Paris, Rome, Bangalore, Beijing, Manila, Mumbai, Sao Paolo, Shanghai, Singapore, Sydney and Tokyo, among others. In total, we have offices and operations in more than 200 cities in 51 countries around the world. We do not own any material real property. Substantially all of our office space is
leased under long-term leases with varying expiration dates. We believe that our facilities are adequate to meet our needs in the near future.
ITEM 3. LEGAL
PROCEEDINGS
The information set forth under “Legal Contingencies” in Note 16 (Commitments and Contingencies) to our Consolidated Financial Statements under Part II, Item 8, “Financial Statements and Supplementary Data,” is incorporated herein by reference.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
Our executive officers and persons chosen to become executive officers as of the date hereof are as follows:
Omar
Abbosh, 53, became our group chief executive—Communications, Media & Technology operating group in September 2018. From March 2015 to September 2018, he served as our chief strategy officer. Prior to assuming that role, Mr. Abbosh served in several management positions, including senior managing director—Growth & Strategy for the Resources operating group and managing director of the Resources business in the United Kingdom and Ireland. Mr. Abbosh has been with Accenture for 30 years.
Gianfranco Casati, 60, became our group chief executive—Growth Markets in January 2014. From September 2006 to January 2014, he served as our group chief executive—Products operating group. From April 2002 to September 2006, Mr. Casati was managing director of the Products operating group’s Europe operating unit. He also served as our country managing director for Italy and as chairman of our
geographic council in its IGEM (Italy, Greece, emerging markets) region, supervising our offices in Italy, Greece and several Eastern European countries. Mr. Casati has been with Accenture for 35 years.
Richard P. Clark, 58, became our chief accounting officer in September 2013 and has served as our corporate controller since September 2010. Prior to that, Mr. Clark served as our senior managing director of investor relations from September 2006 to September 2010. Previously he served as our finance director—Communications, Media & Technology operating group from July 2001 to September 2006 and as our finance director—Resources operating group from 1998 to July 2001. Mr. Clark has been with Accenture for 36 years.
Johan (Jo) G. Deblaere, 57, became our chief operating officer in September 2009 and has also served as our chief executive—Europe
since January 2014. From September 2006 to September 2009, Mr. Deblaere served as our chief operating officer—Outsourcing. Prior to that, from September 2005 to September 2006, he led our global network of business process outsourcing delivery centers. From September 2000 to September 2005, he had overall responsibility for work with public-sector clients in Western Europe. Mr. Deblaere has been with Accenture for 34 years.
Simon Eaves, 52, became our group chief executive—Products operating group in October 2019. He served as senior managing director—Products, Growth & Strategy from October 2017 to October 2019 and as senior managing director—Products, Global Sales from February 2017 to October 2019. Previously, he held various leadership positions in client service and consulting within our Products operating group, both in the United Kingdom and globally, including serving as the global lead for
the Customer & Channels consulting practice from August 2015 to February 2017 and prior to that as the global lead for the Products United Kingdom & Ireland client service group. Mr. Eaves has been with Accenture for 21 years.
James O. Etheredge, 56, became our chief executive—North America in September 2019. From December 2016 to September 2019, Mr. Etheredge served as senior managing director—US Southeast, responsible for our business in 10 states, including the key markets of Atlanta, Charlotte and Washington, D.C. Previously, he was senior managing director for our Products operating group in North America from 2011 until December 2016. Mr. Etheredge has been with Accenture for 34 years.
Daniel T. London, 55, became our group chief executive—Health & Public Service operating group in June 2014. From 2009 to June 2014,
Mr. London was senior managing director for Health & Public Service in North America. Previously, he served as managing director of our Finance & Performance Management global service line. Mr. London has been with Accenture for 33 years.
KC McClure, 54, became our chief financial officer in January 2019. From June 2018 to January 2019, she served as managing director—Finance Operations, where she led our finance operations across the entirety of our businesses. From December 2016 to May 2018, she was the finance director for our Communications, Media & Technology operating group. Prior to assuming that role, she served as our head of investor relations from September
2010 to November 2016, and from March 2002 to August 2010, she served as the finance director for our Health & Public Service operating group. Ms. McClure has been with Accenture for 31 years.
Domingo Mirón, 54, became our group chief executive—Financial Services operating group in September 2019. From March 2016 to September 2019, Mr. Mirón was group operating officer for our Financial Services operating group. Previously, he led our Financial Services business in Spain, Portugal and Israel from 2014 to March 2016 and, from 2011 to 2014, he was our senior managing director—Financial Services, Growth & Strategy. From 2009 to 2011, he led our Banking business in Europe, Africa and Latin America. Mr. Mirón has been with Accenture for 30 years.
Jean-Marc Ollagnier, 57, became our group chief executive—Resources operating group in March 2011. From September 2006 to March 2011, Mr. Ollagnier led our Resources operating group in Europe, Latin America, the Middle East and Africa. Previously, he served as our global managing director—Financial Services Solutions group and as our geographic unit managing director—Gallia. Mr. Ollagnier has been with Accenture for 33 years.
David P. Rowland, 58, became executive chairman of the Board of Directors in September 2019. From January 2019 to September 2019, he served as our interim chief executive officer. Mr. Rowland was our chief financial officer from July 2013 to January 2019. From October 2006 to July 2013, he was our senior vice president—Finance. Previously, Mr. Rowland was our managing director—Finance Operations from July 2001 to
October 2006. Prior to assuming that role, he served as our finance director—Communications, Media & Technology operating group and as our finance director—Products operating group. Mr. Rowland has been with Accenture for 36 years and has served as a director since January 2019. Prior to its merger with and into Accenture plc in March 2018, Mr. Rowland also served on the board of Accenture Holdings plc.
Ellyn J. Shook, 56, became our chief leadership officer in December 2015 and has also served as our chief human resources officer since March 2014. From 2012 to March 2014, Ms. Shook was our senior managing director—Human Resources and head of our Human Resources Centers of Expertise. From 2004 to 2011, she served as the global human resources lead for career management, performance management, total rewards, employee engagement and mergers and acquisitions. Ms. Shook has been with Accenture for 31
years.
Julie Sweet, 52, became our chief executive officer in September 2019. From June 2015 to September 2019, she served as our chief executive officer—North America. From March 2010 to June 2015, she served as our general counsel, secretary and chief compliance officer. Prior to joining Accenture in 2010, Ms. Sweet was a partner for 10 years in the law firm Cravath, Swaine & Moore LLP, which she joined as an associate in 1992. Ms. Sweet has been with Accenture for 9 years and has served as a director since September 2019.
Joel Unruch, 41, became our general counsel, secretary and chief compliance officer in September 2019 and has served as our corporate secretary since June 2015. Mr. Unruch joined Accenture in 2011 as our assistant general counsel and assistant secretary and also oversaw ventures & acquisitions and alliances
& ecosystems practices for our legal group. Prior to joining Accenture, Mr. Unruch was corporate counsel at Amazon.com and previously an associate in the corporate department of the law firm Cravath, Swaine & Moore LLP. Mr. Unruch has been with Accenture for 8 years.
ITEM 5. MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Accenture plc Class A ordinary shares are traded on the New York Stock Exchange under the symbol “ACN.” The New York Stock Exchange is the principal United States market for these shares.
As of October 9, 2019, there were 318 holders of record of Accenture plc Class A ordinary shares.
There is no trading market for Accenture plc Class X ordinary shares. As of October 9, 2019, there were 16 holders of record of Accenture plc Class X ordinary shares.
Dividends
For
information about our dividend activity during fiscal 2019, see Note 14 (Material Transactions Affecting Shareholders’ Equity) to our Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”
On September 27, 2018, we announced that we were changing the frequency of any cash dividend payments to shareholders during fiscal 2020 from semi-annual to quarterly. On September 23, 2019, the Board of Directors of Accenture plc declared a quarterly cash dividend of $0.80 per share on our Class A ordinary shares for shareholders of record at the close of business on October 17, 2019 payable
on November 15, 2019. For the remainder of fiscal 2020, we expect to declare additional quarterly dividends in December 2019 and March and June 2020, to be paid in February, May and August 2020, subject to the approval of the Board of Directors.
In certain circumstances, as an Irish tax resident company, we may be required to deduct Irish dividend withholding tax (“DWT”) (currently at the rate of 20%) from dividends paid to our shareholders. Shareholders resident in “relevant territories” (including countries that are European Union member states (other than Ireland), the United States and other countries with which Ireland has a tax treaty) may be exempted from Irish DWT. However, shareholders residing in other countries will generally be subject to Irish DWT.
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 fourth quarter of fiscal 2019. For year-to-date information on all of our share purchases, redemptions and exchanges and further discussion of our share purchase activity, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity
and Capital Resources—Share Purchases and Redemptions.”
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)
Average
price paid per share reflects the total cash outlay for the period, divided by the number of shares acquired, including those acquired by purchase or redemption for cash and any acquired by means of employee forfeiture.
(2)
Since August 2001, the Board of Directors of Accenture plc has authorized and periodically confirmed a publicly announced open-market share purchase program for acquiring Accenture plc Class A ordinary shares. During the fourth quarter of fiscal 2019, we purchased 2,048,307 Accenture plc Class A ordinary shares under this program for an aggregate price of $389 million.
The open-market purchase program does not have an expiration date.
(3)
As of August 31, 2019, our aggregate available authorization for share purchases and redemptions was $3,674 million, which management has the discretion to use for either our publicly announced open-market share purchase program or our other share purchase programs. Since August 2001 and as of August 31, 2019, the Board of Directors of Accenture plc has authorized an aggregate of $35.1
billion for share purchases and redemptions by Accenture plc and Accenture Canada Holdings Inc.
(4)
During the fourth quarter of fiscal 2019, Accenture purchased 66,017 Accenture plc Class A ordinary shares in transactions unrelated to publicly announced share plans or programs. These transactions consisted of acquisitions of Accenture plc Class A ordinary shares primarily via share withholding for payroll tax obligations due from employees and former employees in connection with the delivery of Accenture plc Class A ordinary shares under our various employee equity share plans. These purchases of shares in connection with employee
share plans do not affect our aggregate available authorization for our publicly announced open-market share purchase and our other share purchase programs.
The data for fiscal 2019, 2018 and 2017 and as of August 31, 2019 and 2018
are derived from the audited Consolidated Financial Statements and related Notes that are included elsewhere in this report. The data for fiscal 2016 and 2015 and as of August 31, 2017, 2016 and 2015 are derived from the audited Consolidated Financial Statements and related Notes that are not included in this report. The selected financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our Consolidated Financial Statements and related Notes included elsewhere in this report.
Fiscal
2019
2018
(1) (2)
2017 (1) (3)
2016 (1) (4)
2015 (1) (5)
(in millions of U.S. dollars)
Income Statement Data
Revenues
$
43,215
$
40,993
$
36,177
$
34,254
$
32,406
Operating
income
6,305
5,899
5,191
4,846
4,526
Net
income
4,846
4,215
3,635
4,350
3,274
Net
income attributable to Accenture plc
4,779
4,060
3,445
4,112
3,054
Earnings
Per Class A Ordinary Share
Basic
$
7.49
$
6.46
$
5.56
$
6.58
$
4.87
Diluted
7.36
6.34
5.44
6.45
4.76
Dividends
per ordinary share
2.92
2.66
2.42
2.20
2.04
_______________
(1)
Effective
September 1, 2018, we adopted FASB ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and eliminated our net revenues presentation and FASB ASU No. 2017-07, Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. Prior period amounts have been revised to conform with the current period presentation.
(2)
Includes the impact of a $258 million charge associated with tax law changes recorded during fiscal 2018. See “Management’s Discussion and Analysis
of Financial Condition and Results of Operations—Results of Operations for Fiscal 2018 Compared to Fiscal 2017—Provision for Income Taxes.”
(3)
Includes the impact of a $312 million, post-tax, pension settlement charge recorded during fiscal 2017. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations for Fiscal 2018 Compared to Fiscal 2017—Pension Settlement Charge.”
(4)
Includes
the impact of a $745 million, post-tax, gain on sale of businesses recorded during fiscal 2016.
(5)
Includes the impact of a $39 million, post-tax, pension settlement charge recorded during fiscal 2015.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and related Notes included elsewhere in this Annual Report on Form 10-K. This discussion and analysis also contains forward-looking statements and should also be read in conjunction with the disclosures and information contained in “Disclosure Regarding Forward-Looking Statements” and “Risk Factors” in this Annual Report on Form 10-K.
We use the terms “Accenture,”“we,” the “Company,”“our” and “us” in this report to refer to Accenture plc and its subsidiaries.
All references to years, unless otherwise noted, refer to our fiscal year, which ends on August 31. For example, a reference to “fiscal 2019” means the 12-month period that ended on August 31, 2019. All references to quarters, unless otherwise noted, refer to the quarters of our fiscal year.
We use the term “in local currency” so that certain financial results may be viewed without the impact of foreign currency exchange rate fluctuations, thereby facilitating period-to-period comparisons of business performance. Financial results “in local currency” are calculated by restating current period activity into U.S. dollars using the comparable prior-year period’s foreign currency exchange rates. This approach is used for all results where the functional
currency is not the U.S. dollar.
Overview
Revenues are driven by the ability of our executives to secure new contracts, to renew and extend existing contracts, and to deliver services and solutions that add value relevant to our clients’ current needs and challenges. The level of revenues we achieve is based on our ability to deliver market-leading services and solutions and to deploy skilled teams of professionals quickly and on a global basis.
Our results of operations
are affected by economic conditions, including macroeconomic conditions and levels of business confidence. There continues to be significant volatility and economic and geopolitical uncertainty in many markets around the world, which may impact our business. We continue to monitor the impact of this volatility and uncertainty and seek to manage our costs in order to respond to changing conditions. There also continues to be volatility in foreign currency exchange rates. The majority of our revenues are denominated in currencies other than the U.S. dollar, including the Euro, U.K. pound and Japanese yen. Unfavorable fluctuations in foreign currency exchange rates have had and could have in the future a material effect on our financial results.
Effective September 1, 2018, we adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”)
No. 2014-09, Revenue from Contracts with Customers (Topic 606). In connection with the adoption, we present total revenues and no longer report revenues before reimbursements (net revenues). This change has no impact on operating income but does affect ratios calculated as a percentage of revenue, such as operating margin. Prior period results have been revised to reflect the fiscal 2019 presentation. For additional information, see Note 1 (Summary of Significant Accounting Policies) to our Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”
Summary of Results
Revenues for fiscal 2019 increased 5%
in U.S. dollars and 8.5% in local currency compared to fiscal 2018. Demand for our services and solutions continued to be strong, resulting in growth across all areas of our business. During fiscal 2019, revenue growth in local currency was very strong in Resources, strong in Communications, Media & Technology, Products, and Health & Public Service and modest in Financial Services. We experienced local currency revenue growth that was very strong in Growth Markets, strong in North America and solid in Europe. Revenue growth in local currency was strong in both outsourcing and consulting during fiscal 2019. While the business environment remained competitive, we experienced pricing improvement in several areas of our business. We use the term “pricing” to mean the contract
profitability or margin on the work that we sell.
In our consulting business, revenues for fiscal 2019 increased 5% in U.S. dollars and 8% in local currency compared to fiscal 2018. Consulting revenue growth in local currency in fiscal 2019 was led by very strong growth in Resources, strong growth in Health & Public Service, Products and Communications, Media & Technology and modest growth in Financial Services. Our consulting revenue growth continues to be driven by strong demand for digital-, cloud- and security-related services and assisting clients with the adoption of new technologies. In addition, clients continue to be focused on initiatives
designed to deliver cost savings and operational efficiency, as well as projects to integrate their global operations and grow and transform their businesses.
In our outsourcing business, revenues for fiscal 2019 increased 6% in U.S. dollars and 9% in local currency compared to fiscal 2018. Outsourcing revenue growth in local currency in fiscal 2019 was led by very strong growth in Resources, Communications, Media & Technology and Products, solid growth in Financial Services and modest
growth in Health & Public Service. We continue to experience growing demand to assist clients with the operation and maintenance of digital-related services and cloud enablement. In addition, clients continue to be focused on transforming their operations to improve effectiveness and cost efficiency.
As we are a global company, our revenues are denominated in multiple currencies and may be significantly affected by currency exchange rate fluctuations. If the U.S. dollar weakens against other currencies, resulting in favorable currency translation, our revenues, revenue growth and results of operations in U.S. dollars may be higher. If the U.S. dollar strengthens against other currencies, resulting in unfavorable currency translation, our revenues, revenue growth and results
of operations in U.S. dollars may be lower. The U.S. dollar strengthened against various currencies during fiscal 2019, resulting in unfavorable currency translation and U.S. dollar revenue growth that was approximately 3% lower than our revenue growth in local currency for the year. Assuming that exchange rates stay within recent ranges, we estimate that our full fiscal 2020 revenue growth in U.S. dollars will be approximately 1% lower in U.S. dollars than our revenue growth in local currency.
The primary categories of operating expenses include Cost of services, Sales and marketing and General and administrative costs. Cost of services is primarily driven by the cost of client-service
personnel, which consists mainly of compensation, subcontractor and other personnel costs, and non-payroll costs on outsourcing contracts. Cost of services includes a variety of activities such as: contract delivery; recruiting and training; software development; and integration of acquisitions. Sales and marketing costs are driven primarily by: compensation costs for business development activities; marketing- and advertising-related activities; and certain acquisition-related costs. General and administrative costs primarily include costs for non-client-facing personnel, information systems, office space and certain acquisition-related costs.
Utilization for fiscal 2019 was
91%, consistent with fiscal 2018. We continue to hire to meet current and projected future demand. We proactively plan and manage the size and composition of our workforce and take actions as needed to address changes in the anticipated demand for our services and solutions, given that compensation costs are the most significant portion of our operating expenses. Based on current and projected future demand, we have increased our headcount, the majority of which serve our clients, to approximately 492,000 as of August 31, 2019, compared to approximately 459,000 as of August 31, 2018.
The year-over-year increase in our headcount reflects an overall increase in demand for our services and solutions, as well as headcount added in connection with acquisitions. Attrition, excluding involuntary terminations, for fiscal 2019 was 17%, up from 15% in fiscal 2018. We evaluate voluntary attrition, adjust levels of new hiring and use involuntary terminations as means to keep our supply of skills and resources in balance with changes in client demand. In addition, we adjust compensation in certain skill sets and geographies in order to attract and retain appropriate numbers of qualified employees. For the majority of our personnel, compensation increases become effective December 1st of each fiscal year. We strive to adjust pricing and/or the mix of resources
to reduce the impact of compensation increases on our margin. Our ability to grow our revenues and maintain or increase our margin could be adversely affected if we are unable to: keep our supply of skills and resources in balance with changes in the types or amounts of services and solutions clients are demanding; recover increases in compensation; deploy our employees globally on a timely basis; manage attrition; and/or effectively assimilate and utilize new employees.
Effective September 1, 2018, we adopted ASU No. 2017-07, Compensation—Retirement Benefits (Topic 715), which required us to reclassify certain components of pension costs from operating expenses to non-operating expenses. Prior period results have been revised to reflect the fiscal 2019 presentation. For additional information, see Note 1 (Summary of Significant Accounting Policies) to our Consolidated Financial
Statements under Item 8, “Financial Statements and Supplementary Data.”
Gross margin (Revenues less Cost of services as a percentage of Revenues) for fiscal 2019 was 30.8%, compared with 30.5% for fiscal 2018. The increase in gross margin for fiscal 2019 was primarily due to lower non-payroll and labor costs as a percentage of revenues compared to fiscal 2018.
Sales and marketing and General and administrative costs as a percentage of revenues were 16.2% for fiscal 2019, compared with 16.1%
for fiscal 2018. For fiscal 2019 compared to fiscal 2018, Sales and marketing costs as a percentage of revenues increased 10 basis points and General and administrative costs as a percentage of revenues were flat. We continuously monitor these costs and implement cost-management actions, as appropriate.
Operating margin (Operating income as a percentage of revenues) forfiscal 2019 was 14.6%, compared with 14.4% for fiscal 2018.
Effective September
1, 2018, we adopted ASU No. 2016-16, Income Taxes (Topic 740). Upon adoption, we recorded deferred tax assets of $2.1 billion, and we will recognize incremental income tax expense going forward as these deferred tax assets are utilized. For additional information, see Note 1 (Summary of Significant Accounting Policies) to our Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”
The effective tax rate for fiscal 2019 was 22.5%, compared
with 27.4% for fiscal 2018. During fiscal 2018, we recorded a $258 million charge associated with tax law changes. Absent this charge, our effective tax rate for fiscal 2018 would have been 23.0%. For additional information, see Note 10 (Income Taxes) to our Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”
Diluted earnings per share were $7.36 for fiscal 2019, compared with $6.34 for fiscal 2018. The impact of tax law changes decreased diluted
earnings per share by $0.40 in fiscal 2018. Excluding the impact of these changes, diluted earnings per share would have been $6.74 for fiscal 2018.
We have presented our effective tax rate and diluted earnings per share excluding the impacts of the tax law changes in fiscal 2018, as we believe doing so facilitates understanding as to both the impact of these changes and our financial performance when comparing these periods.
Our operating income and diluted earnings per share are affected by currency exchange rate fluctuations on revenues and costs. Most of our
costs are incurred in the same currency as the related revenues. Where practical, we seek to manage foreign currency exposure for costs not incurred in the same currency as the related revenues, such as the costs associated with our global delivery model, by using currency protection provisions in our customer contracts and through our hedging programs. For more information on our hedging programs, see Note 8 (Financial Instruments) to our Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”
Bookings
New bookings for fiscal 2019
were $45.5 billion, with consulting bookings of $24.7 billion and outsourcing bookings of $20.8 billion.
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 outsourcing 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, outsourcing 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 calculation of bookings. We do not update our new bookings for 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 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. Accordingly, a significant portion of what we consider contract bookings is not included in our remaining performance obligations.
The preparation of our Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses. We continually evaluate our estimates, judgments and assumptions based on available information and experience. Because the use of estimates is inherent in the financial reporting process, actual results could differ from those estimates. Certain of our accounting policies require higher degrees of judgment than others in their application. These include
certain aspects of accounting for revenue recognition and income taxes.
Revenue Recognition
Determining the method and amount of revenue to recognize requires us to make judgments and estimates. Specifically, complex arrangements with nonstandard terms and conditions may require contract interpretation to determine the appropriate accounting, including whether promised goods and services specified in an arrangement are distinct performance obligations and should be accounted for separately. Other judgments include determining whether performance obligations are satisfied over-time or at a point-in-time and the selection of the method to measure progress towards completion.
We
measure progress towards completion for technology integration consulting services using costs incurred to date relative to total estimated costs at completion. Revenues, including estimated fees, are recorded proportionally as costs are incurred. The amount of revenue recognized for these contracts in a period is dependent on our ability to estimate total contract costs. We continually evaluate our estimates of total contract costs based on available information and experience.
Additionally, the nature of our contracts gives rise to several
types of variable consideration, including incentive fees. Many contracts include incentives or penalties related to costs incurred, benefits produced or adherence to schedules that may increase the variability in revenues and margins earned on such contracts. We conduct reviews prior to signing such contracts to evaluate whether these incentives are reasonably achievable. Our estimates are monitored over the lives of our contracts and are based on an assessment of our anticipated performance, historical experience and other information available at the time.
For
additional information, see Note 2 (Revenues) to our Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”
Income Taxes
On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Tax Act”), which significantly changed U.S. tax law. The Tax Act lowered the U.S. statutory federal income tax rate from 35% to 21%, effective January 1, 2018, resulting in a blended U.S. statutory federal income tax rate of 25.7% for our fiscal year ended August 31, 2018 and a U.S. statutory federal income tax rate of 21.0% for our fiscal year ended August 31, 2019. The Tax Act’s “base erosion
and anti-abuse tax” provision, and regulations issued thereunder, adversely impact our effective tax rate by limiting our ability to deduct certain expenses.
Determining the consolidated provision for income tax expense, income tax liabilities and deferred tax assets and liabilities involves judgment. Deferred tax assets and liabilities, measured using enacted tax rates, are recognized for the future tax consequences of temporary differences between the tax and financial statement bases of assets and liabilities. As a global company, we calculate and provide for income taxes in each of the tax jurisdictions in which we operate. This involves estimating current tax exposures in each jurisdiction as well as making judgments regarding the recoverability of deferred tax assets. Tax exposures can involve complex issues and may require an extended period to resolve. In assessing the realizability of deferred
tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized and adjust the valuation allowances accordingly. Factors considered in making this determination include the period of expiration of the tax asset, planned use of the tax asset, tax planning strategies and historical and projected taxable income as well as tax liabilities for the tax jurisdiction in which the tax asset is located. Valuation allowances will be subject to change in each future reporting period as a result of changes in one or more of these factors. Changes in the geographic mix or estimated level of annual income before taxes can affect the overall effective tax rate.
We apply an estimated annual effective tax rate to our quarterly operating results to determine the interim provision for income tax expense. A change in judgment that impacts the measurement
of a tax position taken in a prior year is recognized as a discrete item in the interim period in which the change occurs. In the event there is a significant unusual or infrequent item recognized in our quarterly operating results, the tax attributable to that item is recorded in the interim period in which it occurs.
No taxes have been provided on undistributed foreign earnings that are planned to be indefinitely reinvested. If future events, including material changes in estimates of cash, working capital and long-term investment requirements, necessitate that these earnings
be distributed, an additional provision for taxes may apply, which could materially affect our future effective tax rate. We currently do not foresee any event that would require us to distribute these indefinitely reinvested earnings. For additional information, see Note 10 (Income Taxes) to our Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”
As a matter of course, we are regularly audited by various taxing authorities, and sometimes these audits result in proposed assessments where the ultimate resolution may result in us owing additional taxes. We establish tax liabilities or reduce tax assets when, despite our belief that our tax return positions are appropriate and supportable under local tax law, we believe we may not succeed in realizing the tax benefit of certain positions if challenged. In evaluating a tax position, we determine whether it is more likely than not
that the position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Our estimate of the ultimate tax liability contains assumptions based on past experiences, judgments about potential actions by taxing jurisdictions as well as judgments about the likely outcome of issues that have been raised by taxing jurisdictions. The tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon settlement. We evaluate tax positions each quarter and adjust the related tax liabilities or assets in light of changing facts and circumstances, such as the progress of a tax audit or the expiration of a statute of limitations. We believe the estimates and assumptions used to support our evaluation of tax positions are reasonable. However, final determinations of prior-year tax liabilities, either by settlement with tax authorities
or expiration of statutes of limitations, could be materially different from estimates reflected in assets and liabilities and historical income tax provisions. The outcome of these final determinations could have a material effect on our income tax provision, net income, or cash flows in the period in which that determination is made. We believe our tax positions comply with applicable tax law and that we have adequately accounted for these positions.
Revenues by Segment/Operating Group
Our five reportable operating segments are our operating groups, which are Communications, Media & Technology; Financial Services; Health & Public Service; Products; and Resources. In addition to reporting revenues by operating group, we also report
revenues by two types of work: consulting and outsourcing, which represent the services sold by our operating groups. Consulting revenues, which include strategy, management and technology consulting and systems integration, reflect a finite, distinct project or set of projects with a defined outcome and typically a defined set of specific deliverables. Outsourcing revenues typically reflect ongoing, repeatable services or capabilities provided to transition, run and/or manage operations of client systems or business functions.
From time to time, our operating groups work together to sell and implement certain contracts. The resulting revenues and costs from these contracts may be apportioned among the participating operating
groups. Generally, operating expenses for each operating group have similar characteristics and are subject to the same factors, pressures and challenges. However, the economic environment and its effects on the industries served by our operating groups affect revenues and operating expenses within our operating groups to differing degrees. The mix between consulting and outsourcing is not uniform among our operating groups. Local currency fluctuations also tend to affect our operating groups differently, depending on the geographic concentrations and locations of their businesses.
While we provide discussion about our results of operations below, we cannot measure how much of our revenue growth in a particular period is attributable to changes in price or volume. Management does not track standard measures of unit or rate volume. Instead, our measures of volume and price are extremely complex, as each
of our services contracts is unique, reflecting a customized mix of specific services that does not fit into standard comparability measurements. Revenue for our services is a function of the nature of each service to be provided, the skills required and the outcome sought, as well as estimated cost, risk, contract terms and other factors.
Results
of Operations for Fiscal 2019 Compared to Fiscal 2018
Revenues (by operating group, geographic region and type of work) were as follows:
Fiscal
Percent Increase
(Decrease) U.S. Dollars
Percent Increase Local Currency
Percent of Total Revenues for Fiscal
2019
2018 (1)
2019
2018
(1)
(in millions of U.S. dollars)
OPERATING GROUPS
Communications,
Media & Technology
$
8,757
$
8,230
6
%
9
%
20
%
20
%
Financial
Services
8,494
8,566
(1
)
3
20
21
Health &
Public Service
7,161
6,878
4
6
17
17
Products
12,005
11,338
6
9
28
28
Resources
6,772
5,942
14
18
16
14
Other
26
39
n/m
n/m
—
—
TOTAL
REVENUES
$
43,215
$
40,993
5
%
8.5
%
100
%
100
%
GEOGRAPHIC
REGIONS
North America
$
19,986
$
18,460
8
%
9
%
46
%
45
%
Europe
14,681
14,626
—
5
34
36
Growth
Markets
8,548
7,906
8
14
20
19
TOTAL
REVENUES
$
43,215
$
40,993
5
%
8.5
%
100
%
100
%
TYPE
OF WORK
Consulting
$
24,177
$
22,979
5
%
8
%
56
%
56
%
Outsourcing
19,038
18,014
6
9
44
44
TOTAL
REVENUES
$
43,215
$
40,993
5
%
8.5
%
100
%
100
%
_______________
n/m
= not meaningful
Amounts in table may not total due to rounding.
(1)
Effective September 1, 2018, we adopted FASB ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and eliminated our net revenues presentation. Prior period amounts have been revised to conform with the current period presentation. In addition, we updated operating group results for fiscal 2018 to include an acquisition previously categorized within Other.
Our business in the United States
represented 44%, 43% and 45% of our consolidated revenues during fiscal2019, 2018 and 2017, respectively. No other country individually comprised 10% or more of our consolidated revenues during these periods.
Revenues
The following revenues commentary discusses local currency revenue changes for fiscal 2019 compared to fiscal 2018:
Operating Groups
•
Communications,
Media & Technology revenues increased 9% in local currency, driven by growth in Software & Platforms across all geographic regions, led by North America.
•
Financial Services revenues increased 3% in local currency, driven by growth in Insurance across all geographic regions and Banking & Capital Markets in Growth Markets, partially offset by a decline in Banking & Capital Markets in Europe.
•
Health & Public
Service revenues increased 6% in local currency, driven by growth in Public Service in North America and Europe.
•
Products revenues increased 9% in local currency, driven by growth across all industry groups and geographic regions, led by Consumer Goods, Retail & Travel Services in Europe and Growth Markets and Life Sciences in North America.
Resources
revenues increased 18% in local currency, driven by growth across all industry groups and geographic regions.
Geographic Regions
•
North America revenues increased 9% in local currency, driven by the United States.
•
Europe revenues increased 5% in local currency, led by Italy, the United Kingdom and Ireland.
•
Growth
Markets revenues increased 14% in local currency, driven by Japan, as well as Brazil and China.
Operating Expenses
Operating expenses for fiscal 2019 increased $1,816 million, or 5%, over fiscal 2018, and decreased as a percentage of revenues to 85.4% from 85.6% during this period.
Cost of Services
Cost of services for fiscal 2019 increased
$1,401 million, or 5%, over fiscal 2018, and decreased as a percentage of revenues to 69.2% from 69.5% during this period. Gross margin for fiscal 2019 increased to 30.8% from 30.5% in fiscal 2018. The increase in gross margin for fiscal 2019 was primarily due to lower non-payroll and labor costs as a percentage of revenues compared to fiscal 2018.
Sales and Marketing
Sales
and marketing expense for fiscal 2019 increased $251 million, or 6%, over fiscal 2018, and increased as a percentage of revenues to 10.3% from 10.2% during this period.
General and Administrative Costs
General and administrative costs for fiscal 2019 increased $164 million, or 7%, over fiscal 2018, and remained flat as a percentage of revenues at 5.9%
during this period.
Operating Income and Operating Margin
Operating income for fiscal 2019 increased $406 million, or 7%, over fiscal 2018.
Operating income and operating margin for each of the operating groups were as follows:
Fiscal
2019
2018
(1)
Operating Income
Operating Margin
Operating Income
Operating Margin
Increase (Decrease)
(in
millions of U.S. dollars)
Communications, Media & Technology
$
1,555
18
%
$
1,380
17
%
$
175
Financial
Services
1,238
15
1,365
16
(128
)
Health &
Public Service
739
10
766
11
(27
)
Products
1,720
14
1,664
15
56
Resources
1,053
16
724
12
330
TOTAL
$
6,305
14.6
%
$
5,899
14.4
%
$
406
_______________
Amounts
in table may not total due to rounding.
(1)
Effective September 1, 2018, we adopted FASB ASU No. 2017-07, Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. Certain components of pension service costs were reclassified from Operating expenses to Non-operating expenses. Prior period amounts have been revised to conform with the current period presentation.
We estimate that the aggregate percentage impact of foreign currency exchange rates on our operating income during fiscal 2019 was
similar to that disclosed for revenue. The commentary below provides insight into other factors affecting operating group performance and operating margin for fiscal 2019 compared with fiscal 2018:
•
Communications, Media & Technology operating income increased primarily due to revenue growth and higher contract profitability.
•
Financial
Services operating income decreased as higher consulting contract profitability and revenue growth were offset by higher operating expenses as a percentage of revenues.
Health & Public Service operating income decreased as revenue growth was offset by lower consulting contract
profitability and higher operating expenses as a percentage of revenues.
•
Products operating income increased primarily due to revenue growth and higher contract profitability, partially offset by higher operating expenses as a percentage of revenues.
•
Resources operating income increased primarily due to revenue growth and higher contract
profitability.
Provision for Income Taxes
The effective tax rate for fiscal 2019 was 22.5%, compared with 27.4% for fiscal 2018. In fiscal 2018, we recorded a $258 million charge associated with tax law changes. Absent this charge, our effective tax rate for fiscal 2018 would have been 23.0%. The lower effective tax rate for fiscal 2019 was primarily due to changes in the geographic distribution of earnings, higher benefits from final determinations of prior year taxes and lower
expense for adjustments to prior year tax liabilities. These decreases were partially offset by higher expense from the adoption of FASB ASU No. 2016-16 and lower tax benefits from share-based payments. For additional information, see Note 10 (Income Taxes) to our Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”
Net Income Attributable to Noncontrolling Interests
Net income attributable to noncontrolling interests reflects the income earned or expense incurred attributable to the equity interest that some current and former members of Accenture Leadership and their permitted transferees have in our Accenture Canada Holdings Inc. subsidiary. See “Business—Organizational Structure.” Noncontrolling interests also includes amounts primarily
attributable to noncontrolling shareholders in our Avanade Inc. subsidiary. Net income attributable to Accenture plc represents the income attributable to the shareholders of Accenture plc.
Net income attributable to noncontrolling interests for fiscal 2019 decreased $88 million, or 57%, from fiscal 2018, due to the decrease in the non-controlling ownership percentage in March 2018 from 4% held by Accenture Holdings plc and Accenture Canada Holdings Inc. to less than 1% held by only Accenture Canada Holdings Inc. driven by the Accenture Holdings plc merger with and into Accenture plc. For additional information on the merger, see
Note 1 (Summary of Significant Accounting Policies) to our Consolidated Financial Statements under Item 8,“Financial Statements and Supplementary Data.”
Earnings Per Share
Diluted earnings per share were $7.36 for fiscal 2019, compared with $6.34 for fiscal 2018. The $1.02 increase in our diluted earnings per share included the impact of tax law changes, which decreased diluted earnings per share for fiscal 2018 by $0.40. Excluding the impact of these changes, diluted earnings per share
for fiscal 2019 increased $0.62 compared with fiscal 2018, due to increases of $0.48 from higher revenues and operating results,$0.05 from a lower effective tax rate, $0.05 from lower weighted average shares outstanding, and $0.04 from lower non-operating expense. For information regarding our earnings per share calculations, see Note 3 (Earnings Per Share) to our Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”
Results of Operations for Fiscal 2018 Compared to Fiscal 2017
Revenues (by operating group, geographic region and type of work) were as follows:
Fiscal
Percent Increase U.S.
Dollars
Percent Increase Local Currency
Percent of Total Revenues for Fiscal
2018 (1)
2017 (1)
2018
(1)
2017 (1)
(in millions of U.S. dollars)
OPERATING
GROUPS
Communications, Media & Technology
$
8,230
$
7,097
16
%
14
%
20
%
20
%
Financial
Services
8,566
7,654
12
8
21
21
Health &
Public Service
6,878
6,361
8
7
17
18
Products
11,338
9,922
14
11
28
27
Resources
5,942
5,096
17
13
14
14
Other
39
46
n/m
n/m
—
—
TOTAL
REVENUES
$
40,993
$
36,177
13
%
10
%
100
%
100
%
GEOGRAPHIC
REGIONS (2)
North America
$
18,460
$
16,889
9
%
9
%
45
%
47
%
Europe
14,626
12,471
17
9
36
34
Growth
Markets
7,906
6,816
16
16
19
19
TOTAL
REVENUES
$
40,993
$
36,177
13
%
10
%
100
%
100
%
TYPE
OF WORK
Consulting
$
22,979
$
20,080
14
%
11
%
56
%
56
%
Outsourcing
18,014
16,096
12
9
44
44
TOTAL
REVENUES
$
40,993
$
36,177
13
%
10
%
100
%
100
%
_______________
n/m
= not meaningful
Amounts in table may not total due to rounding.
(1)
Effective September 1, 2018, we adopted FASB ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and eliminated our net revenues presentation. Prior period amounts have been revised to conform with the current period presentation. In addition, we updated operating group results for fiscal 2018 to include an acquisition previously categorized within Other.
(2)
Effective
September 1, 2017, we revised the reporting of our geographic regions as follows: North America (the United States and Canada), Europe and Growth Markets (Asia Pacific, Latin America, Africa and the Middle East). Four countries, including Russia, were previously in Growth Markets, but are now included in Europe. Fiscal 2017 amounts have been reclassified to conform to the current period presentation.
Revenues
The following revenues commentary discusses local currency revenue changes for fiscal 2018 compared to fiscal 2017:
Operating Groups
•
Communications,
Media & Technology revenues increased 14% in local currency, driven by growth across all geographic regions in Software & Platforms and Communications & Media, led by Software & Platforms in North America.
•
Financial Services revenues increased 8% in local currency, driven by growth across all industry groups and geographic regions, led by Banking & Capital Markets in Europe and Growth Markets.
•
Health
& Public Service revenues increased 7% in local currency, driven by growth in Public Service across all geographic regions and Health in North America.
•
Products revenues increased 11% in local currency, driven by growth across all geographic regions, in Consumer Goods, Retail & Travel Services and Industrial.
Resources
revenues increased 13% in local currency, driven by growth across all industry groups and geographic regions led by Chemicals & Natural Resources and Energy.
Geographic Regions
•
North America revenues increased 9% in local currency, driven by the United States.
•
Europe revenues increased 9% in
local currency, driven by Germany, Italy, France, Ireland and Spain.
•
Growth Markets revenues increased 16% in local currency, led by Japan, as well as Australia, Brazil, and Singapore.
Operating Expenses
Operating expenses for fiscal 2018 increased $4,108 million, or 13%, over fiscal 2017, and remained flat as a percentage of revenues
at 85.6% during this period.
Cost of Services
Cost of services for fiscal 2018 increased $3,394 million, or 14%, over fiscal 2017, and increased as a percentage of revenues to 69.5% from 69.4% during this period. Gross margin for fiscal 2018 decreased to 30.5% from 30.6% in fiscal 2017. The decrease in gross margin for fiscal 2018
was principally due to higher labor costs compared to fiscal 2017, partially offset by other cost efficiencies in fiscal 2018.
Sales and Marketing
Sales and marketing expense for fiscal 2018 increased $444 million, or 12%, over fiscal 2017, and decreased as a percentage of revenues to 10.2% from 10.4% during this period.
General and Administrative Costs
General
and administrative costs for fiscal 2018 increased $271 million, or 13%, over fiscal 2017, and remained flat as a percentage of revenues at 5.9% during this period.
Operating Income and Operating Margin
Operating income for fiscal 2018 increased $707 million, or 14%, over fiscal 2017.
Operating income and operating margin for each of the operating groups were
as follows:
Fiscal
2018 (1)
2017
(1)
Operating Income
Operating Margin
Operating Income
Operating Margin
Increase (Decrease)
(in
millions of U.S. dollars)
Communications, Media & Technology
$
1,380
17
%
$
1,057
15
%
$
323
Financial
Services
1,365
16
1,256
16
109
Health &
Public Service
766
11
715
11
51
Products
1,664
15
1,573
16
90
Resources
724
12
589
12
134
TOTAL
$
5,899
14.4
%
$
5,191
14.4
%
$
707
_______________
Amounts
in table may not total due to rounding.
(1)
Effective September 1, 2018, we adopted FASB ASU No. 2017-07, Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. Certain components of pension service costs were reclassified from Operating expenses to Non-operating expenses. Prior period amounts have been revised to conform with the current period presentation.
We estimate that the aggregate percentage impact of foreign currency exchange rates on our operating income
during fiscal 2018 was similar to that disclosed for revenue. The commentary below provides insight into other factors affecting operating group performance and operating margin for fiscal 2018 compared with fiscal 2017:
•
Communications, Media & Technology operating income increased primarily due to revenue growth and higher contract profitability.
•
Financial
Services operating income increased primarily due to consulting revenue growth.
Health & Public Service operating income decreased primarily due to lower consulting contract profitability.
•
Products
operating income increased primarily due to revenue growth, partially offset by lower consulting contract profitability.
•
Resources operating income increased primarily due to revenue growth.
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 in privately held companies. During fiscal 2018,
other expense increased $40 million over fiscal 2017, primarily due to higher net foreign exchange losses.
Pension Settlement Charge
We recorded a pension settlement charge of $509,793 during fiscal 2017 as a result of the termination of our U.S. pension plan. For additional information, see Note 11 (Retirement and Profit Sharing Plans) to our Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”
Provision for Income Taxes
The effective tax rate for fiscal
2018 was 27.4%, compared with 21.3% for fiscal 2017. In fiscal 2018, we recorded a $258 million charge associated with tax law changes. Absent this charge, our effective tax rate for fiscal 2018 would have been 23.0%. Absent the pension settlement charge of $510 million and related tax impact of $198 million, the effective tax rate for fiscal 2017 would have been 23.0%. For additional information, see Note 10 (Income Taxes) to our Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”
Net Income Attributable to Noncontrolling
Interests
Net income attributable to noncontrolling interests reflects the income earned or expense incurred attributable to the equity interest that some current and former members of Accenture Leadership and their permitted transferees have in our Accenture Holdings plc and Accenture Canada Holdings Inc. subsidiaries. See “Business—Organizational Structure.” Noncontrolling interests also includes amounts primarily attributable to noncontrolling shareholders in our Avanade Inc. subsidiary. Net income attributable to Accenture plc represents the income attributable to the shareholders of Accenture plc.
Net income attributable to noncontrolling interests for fiscal 2018 decreased $35
million, or 18%, from fiscal 2017, primarily due to the Accenture Holdings plc merger with and into Accenture plc on March 13, 2018, which decreased the non-controlling ownership percentage from 4% held by Accenture Holdings plc and Accenture Canada Holdings Inc. to less than 1% held by only Accenture Canada Holdings Inc. For additional information on the merger, see Note 1 (Summary of Significant Accounting Policies) to our Consolidated Financial Statements under Item 8,“Financial Statements and Supplementary Data.”
Earnings Per Share
Diluted earnings per share were $6.34 for fiscal 2018,
compared with $5.44 for fiscal 2017. The $0.90 increase in our diluted earnings per share included the impact of the tax law changes, which decreased diluted earnings per share for fiscal 2018 by $0.40. The impact of the pension settlement charge, net of taxes, decreased diluted earnings per share for fiscal 2017 by $0.47. Excluding these impacts, diluted earnings per share would have been $6.74 and $5.91 for fiscal 2018 and 2017, respectively, an increase of $0.83.
This increase was due to increases of $0.82 from higher revenues and operating results and $0.05 from lower weighted average shares outstanding, partially offset by decreases of $0.02 from lower non-operating income and $0.02 from higher net income attributable to non-controlling interest. For information regarding our earnings per share calculations, see Note 3 (Earnings Per Share) to our Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”
We have presented our effective tax rate and diluted earnings per share excluding the impacts of the tax law changes in fiscal 2018 and the pension settlement charge in fiscal 2017, as we believe doing so facilitates understanding as
to both the impact of these changes and our financial performance when comparing these periods.
Our primary sources of liquidity are cash flows from operations, available cash reserves and debt capacity available under various credit facilities. We could raise
additional funds through otherpublic or private debt or equity financings. We may use our available or additional funds to, among other things:
•
facilitate purchases, redemptions and exchanges of shares and pay dividends;
•
acquire complementary businesses or technologies;
•
take
advantage of opportunities, including more rapid expansion; or
Cash flows from operating, investing and financing activities, as reflected
in our Consolidated Cash Flows Statements, are summarized in the following table:
Fiscal
2019
2018
2019
to 2018 Change
(in millions of U.S. dollars)
Net cash provided by (used in):
Operating activities
$
6,627
$
6,027
$
600
Investing
activities
(1,756
)
(1,250
)
(506
)
Financing activities
(3,767
)
(3,709
)
(58
)
Effect
of exchange rate changes on cash and cash equivalents
(39
)
(134
)
95
Net increase (decrease) in cash and cash equivalents
$
1,065
$
934
$
131
Operating
activities: The $600 million year-over-year increase in operating cash flow was due to higher net income as well as changes in operating assets and liabilities, including an increase in accounts payable, partially offset by higher tax disbursements.
Investing activities: The $506 million increase in cash used was primarily due to higher spending on business acquisitions and investments. For additional information, see Note 6 (Business Combinations) to our Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”
Financing activities: The $58
million increase in cash used was primarily due to an increase in cash dividends paid as well as an increase in purchases of shares, partially offset by an increase in proceeds from share issuances and a decrease in the purchase of additional interests in consolidated subsidiaries. For additional information, see Note 14 (Material Transactions Affecting Shareholders’ Equity) to our Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”
We believe that our current and longer-term working capital, investments and other general corporate funding requirements will be satisfied for the next twelve months and thereafter through cash flows from operations and, to the extent necessary, from our borrowing
facilities and future financial market activities.
Substantially all of our cash is held in jurisdictions where there are no regulatory restrictions or material tax effects on the free flow of funds. In addition, domestic cash inflows for our Irish parent, principally dividend distributions from lower-tier subsidiaries, have been sufficient to meet our historic cash requirements, and we expect this to continue into the future.
Borrowing Facilities
See Note 9 (Borrowings and Indebtedness) to our Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”
Share Purchases and Redemptions
We
intend to continue to use a significant portion of cash generated from operations for share repurchases during fiscal 2020. 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. For additional information, see Note 14 (Material Transactions Affecting Shareholders’ Equity) to our Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”
Subsequent
Events
See Note 14 (Material Transactions Affecting Shareholders’ Equity) to our Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”
Obligations and Commitments
As of August 31, 2019, we had the following obligations and commitments to make future payments under contracts, contractual obligations and commercial commitments:
Payments
due by period
Contractual Cash Obligations (1)
Total
Less than 1 year
1-3 years
3-5 years
More than 5 years
(in
millions of U.S. dollars)
Long-term debt
$
23
$
6
$
11
$
6
$
—
Operating
leases
3,840
688
1,114
792
1,246
Retirement
obligations (2)
95
10
20
20
44
Purchase
obligations and other commitments (3)
286
206
61
12
6
Total
$
4,244
$
910
$
1,206
$
830
$
1,296
_______________
Amounts
in table may not total due to rounding.
(1)
The liability related to unrecognized tax benefits has been excluded from the contractual obligations table because a reasonable estimate of the timing and amount of cash outflows from future tax settlements cannot be determined. For additional information, see Note 10 (Income Taxes) to our Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”
(2)
Amounts
represent projected payments under certain unfunded retirement plans for former pre-incorporation partners. Given these plans are unfunded, we pay these benefits directly. These plans were eliminated for active partners after May 15, 2001.
(3)
Other commitments include, among other things, information technology, software support and maintenance obligations, as well as other obligations in the ordinary course of business that we cannot cancel or where we would be required to pay a termination fee in the event of cancellation. Amounts shown do not include recourse that we may have to recover termination fees or penalties from clients.
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 these arrangements. For further discussion of these transactions, see Note 16 (Commitments and Contingencies) to our Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”
New Accounting Pronouncements
See Note 1 (Summary of Significant Accounting Policies) to our Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
All of our market risk sensitive instruments were entered into for purposes other than trading.
Foreign Currency Risk
We are exposed to foreign currency risk in the ordinary course of business. We hedge material
cash flow exposures when feasible using forward contracts. These instruments are subject to fluctuations in foreign currency exchange rates and credit risk. Credit risk is managed through careful selection and ongoing evaluation of the financial institutions utilized as counterparties.
Certain of these hedge positions are undesignated hedges of balance sheet exposures such as intercompany loans and typically have maturities of less than one year. These hedges—primarily U.S. dollar/Japanese yen, U.S. dollar/Euro, U.S. dollar/Indian rupee, U.S. dollar/Swiss franc, U.S. dollar/Philippine peso, U.S. dollar/Australian dollar, U.S. dollar/U.K. pound, and U.S. dollar/Chinese yuan—are intended to offset remeasurement of the underlying assets and liabilities. Changes in the fair value of these derivatives are recorded
in Other expense, net in the Consolidated Income Statements. Additionally, we have hedge positions that are designated cash flow hedges of certain intercompany charges relating to our global delivery model. These hedges—U.S. dollar/Indian rupee, U.S. dollar/Philippine peso, U.K. pound/Indian rupee, Euro/Indian rupee, Australian dollar/Indian rupee and Japanese yen/Chinese yuan, which typically have maturities not exceeding three years—are intended to partially offset the impact of foreign currency movements on future costs relating to our global delivery resources. For additional information, see Note 8 (Financial Instruments) to our Consolidated Financial Statements under Item 8, “Financial Statements and Supplementary Data.”
For designated cash flow hedges, gains and losses currently recorded in Accumulated other comprehensive
loss are expected to be reclassified into earnings at the time when certain anticipated intercompany charges are accrued as Cost of services. As of August 31, 2019, it was anticipated that approximately $34 million of net gains, net of tax, currently recorded in Accumulated other comprehensive loss will be reclassified into Cost of services within the next 12 months.
We use sensitivity analysis to determine the effects that market foreign currency exchange rate fluctuations may have on the fair value of our hedge portfolio. The sensitivity of the hedge portfolio is computed based on the market value of future cash flows as affected by changes in exchange rates. This sensitivity analysis represents the hypothetical changes in value of the hedge position and does
not reflect the offsetting gain or loss on the underlying exposure. A 10% change in the levels of foreign currency exchange rates against the U.S. dollar (or other base currency of the hedge if not a U.S. dollar hedge) with all other variables held constant would have resulted in a change in the fair value of our hedge instruments of approximately $509 million and $483 million as of August 31, 2019 and 2018, respectively.
Interest Rate Risk
The interest rate risk associated with our borrowing and investing activities as of August 31,
2019 is not material in relation to our consolidated financial position, results of operations or cash flows. While we may do so in the future, we have not used derivative financial instruments to alter the interest rate characteristics of our investment holdings or debt instruments.
Other Market Risk
The privately held companies in which we invest are often in a start-up or development stage, which is inherently risky. The technologies or products these companies have under development are typically in the early stages and may never materialize, which could result in a loss of a substantial part of our investment in these companies. The evaluation of privately held companies is based on information that we request from these companies, which is not subject to the same disclosure regulations as U.S. publicly
traded companies, and as such, the basis for these evaluations is subject to the timing and accuracy of the data received from these companies. We have minimal exposure on our long-term investments in privately held companies as these investments were not material in relation to our consolidated financial position, results of operations or cash flows as of August 31, 2019.
Equity Price Risk
The equity price risk associated with our marketable equity securities that are subject to market price volatility is not material in relation to our consolidated financial position, results of operations or cash flows.
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See the Index to Consolidated Financial Statements and financial statements commencing on page F-1, which are incorporated herein by reference.
CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. 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.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that:
i.
pertain
to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
ii.
provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and our Board of Directors; and
iii.
provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework
(2013). Based on its evaluation, our management concluded that our internal control over financial reporting was effective as of the end of the fiscal year covered by this Annual Report on Form 10-K.
KPMG LLP, an independent registered public accounting firm, has audited the Consolidated Financial Statements included in this Annual Report on Form 10-K and, as part of their audit, has issued its attestation report, included herein, on the effectiveness of our internal control over financial reporting. See “Report of Independent Registered Public Accounting Firm” on page F-2.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting that occurred during the fourth quarter of fiscal
2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
There have been no material changes to the procedures by which security holders may recommend nominees to our Board of Directors from those described in the proxy statement for our 2019 Annual General Meeting of Shareholders filed with the SEC on December 7, 2018.
Information about our executive officers is contained in the discussion entitled “Information about our Executive Officers” in Part I of this Form 10-K. The remaining information called for by Item 10 will be included in the sections captioned “Re-Appointment of Directors,”“Corporate Governance” and “Beneficial Ownership” included in the definitive proxy statement relating to the 2020 Annual General Meeting
of Shareholders of Accenture plc to be held on January 30, 2020 and is incorporated herein by reference. Accenture plc will file such definitive proxy statement with the SEC pursuant to Regulation 14A not later than 120 days after the end of our 2019 fiscal year covered by this Form 10-K.
ITEM 11.
EXECUTIVE COMPENSATION
The information called for by Item 11 will be included in the sections captioned “Executive Compensation” and “Director Compensation” included in the definitive
proxy statement relating to the 2020 Annual General Meeting of Shareholders of Accenture plc to be held on January 30, 2020 and is incorporated herein by reference. Accenture plc will file such definitive proxy statement with the SEC pursuant to Regulation 14A not later than 120 days after the end of our 2019 fiscal year covered by this Form 10-K.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
Securities Authorized for Issuance under
Equity Compensation Plans
The following table sets forth, as of August 31, 2019, certain information related to our compensation plans under which Accenture plc Class A ordinary shares may be issued.
Plan Category
Number of Shares to be Issued Upon Exercise of Outstanding Options, Warrants
and Rights
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (3)
Number of Shares Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in 1st Column)
Equity compensation plans approved by shareholders:
2001 Share
Incentive Plan
68,253
(1)
$
—
—
Amended and Restated 2010 Share Incentive Plan
19,468,188
(2)
48.105
16,684,906
Amended
and Restated 2010 Employee Share Purchase Plan
—
N/A
30,454,275
Equity compensation plans not approved by shareholders
—
N/A
—
Total
19,536,441
47,139,181
_______________
(1)
Consists
of 68,253 restricted share units.
(2)
Consists of 19,464,437 restricted share units, with performance-based awards assuming maximum performance, and 3,751 stock options.
(3)
Does not reflect restricted stock units because these awards have no exercise price.
The remaining information called for by Item 12 will be included
in the section captioned “Beneficial Ownership” included in the definitive proxy statement relating to the 2020 Annual General Meeting of Shareholders of Accenture plc to be held on January 30, 2020 and is incorporated herein by reference. Accenture plc will file such definitive proxy statement with the SEC pursuant to Regulation 14A not later than 120 days after the end of our 2019 fiscal year covered by this Form 10-K.
ITEM 13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information called for by Item 13 will be included in the section captioned “Corporate Governance” included in the definitive proxy statement relating to the 2020 Annual General Meeting of Shareholders of Accenture plc to be held on January 30, 2020 and is incorporated herein by reference. Accenture plc will file such definitive proxy statement with the SEC pursuant to Regulation 14A not later than 120 days after the end of our 2019 fiscal year covered by this Form 10-K.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information called for
by Item 14 will be included in the section captioned “Audit” included in the definitive proxy statement relating to the 2020 Annual General Meeting of Shareholders of Accenture plc to be held on January 30, 2020 and is incorporated herein by reference. Accenture plc will file such definitive proxy statement with the SEC pursuant to Regulation 14A not later than 120 days after the end of our 2019 fiscal year covered by this Form 10-K.
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)
99.1
Amended
and Restated Accenture plc 2010 Employee Share Purchase Plan Financial Statements (filed herewith)
The
following financial information from Accenture plc’s Annual Report on Form 10-K for the fiscal year ended August 31, 2019, formatted in Inline XBRL: (i) Consolidated Balance Sheets as of August 31, 2019 and August 31, 2018, (ii) Consolidated Income Statements for the years ended August 31, 2019, 2018 and 2017, (iii) Consolidated Statements of Comprehensive Income for the years ended August 31, 2019, 2018 and 2017, (iv) Consolidated Shareholders’ Equity Statements for the years ended August
31, 2019, 2018 and 2017, (v) Consolidated Cash Flows Statements for the years ended August 31, 2019, 2018 and 2017, and (vi) the Notes to Consolidated Financial Statements
104
The cover page from Accenture plc’s Annual Report on Form 10-K for the year ended August 31, 2019, formatted in Inline XBRL (included as Exhibit 101)
(*)
Indicates
management contract or compensatory plan or arrangement.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf on October 29, 2019 by the
undersigned, thereunto duly authorized.
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Julie Sweet, KC McClure and Joel Unruch, and each of them, as his or her true and lawful attorneys-in-fact and agents, with power to act with or without the others and with full power of substitution and resubstitution, to do any and all acts and things and to execute any and all instruments which said attorneys and agents and each of them may deem necessary or desirable to enable the registrant to comply with the U.S. Securities Exchange Act of 1934, as amended, and any rules, regulations and requirements of the U.S. Securities and Exchange Commission thereunder in connection with the registrant’s Annual Report on Form 10-K
for the fiscal year ended August 31, 2019 (the “Annual Report”), including specifically, but without limiting the generality of the foregoing, power and authority to sign the name of the registrant and the name of the undersigned, individually and in his or her capacity as a director or officer of the registrant, to the Annual Report as filed with the U.S. Securities and Exchange Commission, to any and all amendments thereto, and to any and all instruments or documents filed as part thereof or in connection therewith; and each of the undersigned hereby ratifies and confirms all that said attorneys and agents and each of them shall do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below on October 29, 2019 by the following persons on behalf of the registrant and in the capacities indicated.
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Accenture plc:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Accenture plc (and subsidiaries) (the Company) as of August 31, 2019 and 2018,
the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended August 31, 2019, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of August 31, 2019, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the
Company as of August 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the three-year period ended August 31, 2019, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of August 31, 2019 based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Change in Accounting Principle
As
discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for revenue and certain costs effective September 1, 2018 due to the adoption of Accounting Standard Update (ASU) No. 2014-09, which established Accounting Standard Codification Topic 606, Revenue from Contracts with Customers and its method of accounting for income taxes related to intra-entity transfers of assets effective September 1, 2018 due to the adoption of ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory.
Basis
for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated
financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate
opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Evaluation of estimated costs to complete certain technology integration consulting services contracts
As discussed in Notes 1 and 2 to the consolidated financial statements, revenues from contracts for technology integration consulting services where the Company designs, builds, and implements new or enhanced system applications and related processes for its clients are recognized over time since control of the system is transferred continuously to the client. Generally, revenue is recognized using costs incurred to date
relative to total estimated costs at completion to measure progress toward satisfying the Company’s performance obligations, which typically occurs over time periods ranging from six months to two years.
We identified the evaluation of estimated costs to complete certain technology integration consulting services contracts as a critical audit matter. Subjective auditor judgment was required to evaluate the assumptions used to develop the estimate of costs to complete the contracts.
The primary procedures we performed to address this critical audit matter included the following. We tested certain internal controls
over the Company’s process for estimating costs to complete technology integration consulting services contracts, including controls over the assumptions used to develop the estimate of costs to complete the contracts. We tested the estimated costs to complete for certain technology integration consulting services contracts by evaluating:
•
The scope of the work and timing of delivery for consistency with
the underlying contractual terms;
•
The estimate for consistency with the status of delivery, based on internal and customer-facing information;
•
Changes to estimated costs, if any, including the amount and timing of the change; and
•
Actual costs incurred subsequent to the balance sheet date
to assess if they were consistent with the estimate for that time period.
We evaluated the Company’s ability to estimate costs by comparing estimates developed at contract inception to actual costs ultimately incurred to satisfy the performance obligation.
Evaluation of unrecognized tax benefits
As discussed in Note 10 to the consolidated financial statements, the Company has $1,233 million of unrecognized tax benefits as of August 31, 2019. The
Company recognizes tax positions when it believes such positions are more likely than not of being sustained if challenged. Recognized tax positions are measured at
the largest amount of benefit greater than 50 percent likely of being realized. The Company uses estimates and assumptions in determining the amount of unrecognized tax benefits.
We identified the evaluation of the Company’s
unrecognized tax benefits related to transfer pricing and certain other intercompany transactions as a critical audit matter. Complex auditor judgment was required in evaluating the Company’s interpretation of tax law and its analysis of the recognition and measurement of its tax positions.
The primary procedures we performed to address this critical audit matter included the following. We tested certain internal controls over the Company’s unrecognized tax benefits process, including controls over transfer pricing and certain other intercompany transactions. We involved tax and transfer pricing professionals with specialized skills and knowledge, who assisted in:
•
Evaluating
the Company’s interpretation of tax laws and income tax consequences of intercompany transactions, including internal restructurings and intra-entity transfers of assets;
•
Assessing transfer pricing studies for compliance with applicable laws and regulations;
•
Analyzing the Company’s tax positions, including the methodology over the measurement
of unrecognized tax benefits related to transfer pricing;
•
Evaluating the Company’s determination of unrecognized tax benefits, including the associated effect in other jurisdictions; and
•
Inspecting settlements with applicable taxing authorities.
In addition, we evaluated the Company’s
ability to estimate its unrecognized tax benefits by comparing historical unrecognized tax benefits to actual results upon the conclusion of examinations by applicable taxing authorities.
Current portion of long-term debt and bank borrowings
$
i6,411
$
i5,337
Accounts
payable
i1,646,641
i1,348,802
Deferred
revenues
i3,188,835
i2,837,682
Accrued
payroll and related benefits
i4,890,542
i4,569,172
Income
taxes payable
i378,017
i497,885
Other
accrued liabilities
i951,450
i892,873
Total
current liabilities
i11,061,896
i10,151,751
NON-CURRENT
LIABILITIES:
Long-term debt
i16,247
i19,676
Deferred
revenues
i565,224
i618,124
Retirement
obligation
i1,765,914
i1,410,656
Deferred
income taxes, net
i133,232
i125,729
Income
taxes payable
i892,688
i956,836
Other
non-current liabilities
i526,988
i441,723
Total
non-current liabilities
i3,900,293
i3,572,744
COMMITMENTS
AND CONTINGENCIES
i
i
SHAREHOLDERS’
EQUITY:
Ordinary shares, par value 1.00 euros per share, 40,000 shares authorized and issued as of August 31, 2019 and August 31, 2018
i57
i57
Class A
ordinary shares, par value $0.0000225 per share, 20,000,000,000 shares authorized, 654,739,267 and 663,327,677 shares issued as of August 31, 2019 and August 31, 2018, respectively
i15
i15
Class
X ordinary shares, par value $0.0000225 per share, 1,000,000,000 shares authorized, 609,404 and 655,521 shares issued and outstanding as of August 31, 2019 and August 31, 2018, respectively
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
1. iSUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business
Accenture plc is one of the world’s leading organizations providing consulting, technology and outsourcing services and operates globally with one common brand and business model designed to enable it to provide clients around the world with the same high level of service. Drawing on a combination of industry and functional expertise, technology and innovation capabilities, alliance relationships and global delivery resources, Accenture plc seeks to provide differentiated innovative services that help clients measurably improve their business performance and create sustainable value for their customers and stakeholders. Accenture plc’s global delivery model enables it to assemble integrated teams to provide
high-quality, cost-effective solutions to clients.
i
Basis of Presentation
The Consolidated Financial Statements include the accounts of Accenture plc, an Irish company, and our controlled subsidiary companies. Accenture plc is an Irish public limited company, which operates its business through its subsidiaries. Prior to March 13, 2018, Accenture
plc’s only business was to hold ordinary and deferred shares in, and to act as the controlling shareholder of, its subsidiary, Accenture Holdings plc, an Irish public limited company. We operated our business through Accenture Holdings plc and subsidiaries of Accenture Holdings plc. Accenture plc controlled Accenture Holdings plc’s management and operations and consolidated Accenture Holdings plc’s results in our Consolidated Financial Statements.
On March 13, 2018, Accenture Holdings plc merged with and into Accenture plc, with Accenture plc as the surviving entity. As a result, all of the assets and liabilities of Accenture Holdings plc were acquired by Accenture plc, and Accenture Holdings plc ceased to exist. In connection with this internal merger, shareholders
of Accenture Holdings plc (other than Accenture entities that held shares of Accenture Holdings plc), who primarily consisted of current and former members of Accenture Leadership and their permitted transferees, received one Class A ordinary share of Accenture plc for each share of Accenture Holdings plc that they owned, and Accenture plc redeemed all Class X ordinary shares of Accenture plc owned by such shareholders.
The shares ofAccenture Holdings plc (for applicable periods) and Accenture Canada Holdings Inc. held by persons other than us are treated as a noncontrolling interest in the Consolidated Financial Statements. The noncontrolling interest percentage was less than i1%
as of August 31, 2019 and 2018, respectively.
/
All references to years, unless otherwise noted, refer to our fiscal year, which ends on August 31. For example, a reference to “fiscal 2019” means the 12-month period that ended on August 31, 2019. All references to quarters, unless otherwise noted, refer to the quarters of our fiscal year.
iThe
preparation of the Consolidated Financial Statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions that we may undertake in the future, actual results may be different from those estimates.
i
Revenue Recognition
We
account for revenue in accordance with FASB ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which we adopted on September 1, 2018 using the modified retrospective method.
Performance Obligations
A performance obligation is a promise in a contract to transfer a distinct good or service to the client and is the unit of accounting in Topic 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.
For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation based on the relative standalone selling price. The primary method used to estimate standalone selling price is the expected cost plus a margin approach, under which we forecast our expected costs of satisfying a performance obligation and then add an appropriate margin for that distinct good or service based on margins for similar services sold on a standalone basis. While determining relative standalone selling price and identifying separate performance obligations require judgment, generally relative standalone selling prices and the separate performance obligations are readily identifiable as we sell those performance obligations unaccompanied by other performance
obligations. Contract modifications are routine in the performance
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
of our contracts. Contracts
are often modified to account for changes in the contract specifications, requirements or duration. If a contract modification results in the addition of performance obligations priced at a standalone selling price or if the post-modification services are distinct from the services provided prior to the modification, the modification is accounted for separately. If the modified services are not distinct, they are accounted for as part of the existing contract.
Our revenues are derived from contracts for outsourcing services, technology integration
consulting services and non-technology consulting services. These contracts have different terms based on the scope, performance obligations and complexity of the engagement, which frequently require us to make judgments and estimates in recognizing revenues. We have many types of contracts, including time-and-materials contracts, fixed-price contracts, fee-per-transaction contracts and contracts with multiple fee types.
The nature of our contracts gives rise to several types of variable consideration, including incentive fees. Many contracts include incentives or penalties related to costs incurred, benefits produced or adherence to schedules that may increase the variability in revenues and margins earned on such contracts. These variable amounts generally are awarded or refunded upon achievement of or failure to achieve certain performance metrics, milestones or cost targets and can be based upon client discretion. We include these variable fees in the estimated transaction price when there is a basis to reasonably estimate the amount of the fee and it is not probable
a significant reversal of revenue will occur. These estimates reflect the expected value of the variable fee and are based on an assessment of our anticipated performance, historical experience and other information available at the time.
Our performance obligations are satisfied over time as work progresses or at a point in time. The majority of our revenues are recognized over time based on the extent of progress towards satisfying our performance obligations. The selection of the method to measure progress towards completion requires judgment and is based on the contract and the nature of the services to be provided.
Our
outsourcing contracts typically span several years. Revenues are generally recognized on outsourcing contracts over time because our clients benefit from the services as they are performed. Outsourcing contracts require us to provide a series of distinct services each period over the contract term. Revenues from unit-priced contracts are recognized as transactions are processed. When contractual billings represent an amount that corresponds directly with the value provided to the client (e.g., time-and-materials contracts),
revenues are recognized as amounts become billable in accordance with contract terms.
Technology Integration Consulting Services
Revenues from contracts for technology integration consulting services where we design/redesign, build and implement new or enhanced systems and related processes for our clients are recognized over time as control of the system is transferred continuously to the client. Contracts for technology integration consulting services generally span six months to two years. Generally, revenue is recognized using costs incurred to date relative to total estimated costs
at completion to measure progress toward satisfying our performance obligations. Revenues, including estimated fees, are recorded proportionally as costs are incurred. Incurred cost represents work performed, which corresponds with, and thereby best depicts, the transfer of control to the client.
Non-Technology Integration Consulting Services
Our contracts for non-technology integration consulting services are typically less than a year in duration. Revenues are generally recognized over time as our clients benefit from the services as they are performed, or the contract includes termination provisions enabling payment for performance completed to date.
When contractual billings represent an amount that corresponds directly with the value provided to the client (e.g. time-and-materials contracts), revenues are recognized as amounts become billable in accordance with contract terms. Revenues from fixed-price contracts are generally recognized using costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying our performance obligations. Incurred cost represents work performed, which corresponds with, and thereby best depicts, the transfer of control to the client. For non-technology integration consulting contracts
which do not qualify to recognize revenue over time, we recognize revenues at a point in time when we satisfy our performance obligations and the client obtains control of the promised good or service.
Estimates of total contract revenues and costs are continuously monitored over the lives of our contracts, and recorded revenues and cost estimates are subject to revision as the contract progresses. If at any time the estimate
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
of contract profitability indicates an anticipated loss on a technology integration consulting contract, we recognize the loss in the quarter it first becomes probable and reasonably estimable.
The timing of revenue recognition, billings and cash collections results in Receivables, Contract assets, and Deferred revenues (Contract liabilities) on our Consolidated Balance Sheet. Amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., monthly or quarterly) or upon achievement of contractual milestones. Our receivables are rights to consideration that are conditional only upon the passage of time as compared to our contract assets, which are rights to consideration conditional upon additional factors. When we bill or receive payments from our clients
before revenue is recognized, we record Contract liabilities. Contract assets and liabilities are reported on our Consolidated Balance Sheet on a contract-by-contract basis at the end of each reporting period.
For some outsourcing contracts, we receive payments for transition or set-up activities, which are deferred and recognized as revenue as the services are provided. These advance payments are typically not a significant financing component because
they are used to meet working capital demands in the early stages of a contract and to protect us from the other party failing to complete its obligations under the contract. We elected the practical expedient to report revenues net of any revenue-based taxes assessed by governmental authorities that are imposed on and concurrent with specific revenue-producing transactions.
i
Employee
Share-Based Compensation Arrangements
Share-based compensation expense is recognized over the requisite service period for awards of equity instruments to employees based on the grant date fair value of those awards expected to ultimately vest. Forfeitures are estimated on the date of grant and revised if actual or expected forfeiture activity differs materially from original estimates.
i
Income Taxes
We calculate
and provide for income taxes in each of the tax jurisdictions in which we operate. Deferred tax assets and liabilities, measured using enacted tax rates, are recognized for the future tax consequences of temporary differences between the tax and financial statement bases of assets and liabilities. A valuation allowance reduces the deferred tax assets to the amount that is more likely than not to be realized. We establish liabilities or reduce assets when we believe tax positions are not more likely than not of being sustained if challenged. Recognized tax positions are measured at the largest amount of benefit greater than 50 percent likely of being realized. Each fiscal quarter, we evaluate tax positions and adjust the related tax assets and liabilities in light of changing facts and circumstances.
i
Translation
of Non-U.S. Currency Amounts
Assets and liabilities of non-U.S. subsidiaries whose functional currency is not the U.S. dollar are translated into U.S. dollars at fiscal year-end exchange rates. Revenue and expense items are translated at average foreign currency exchange rates prevailing during the fiscal year. Translation adjustments are included in Accumulated other comprehensive income (loss). Gains and losses arising from intercompany foreign currency transactions that are of a long-term investment nature are reported in the same manner as translation adjustments.
i
Cash
and Cash Equivalents
Cash and cash equivalents consist of all cash balances and liquid investments with original maturities of three months or less, including certificates of deposit and time deposits. Cash and cash equivalents also include restricted cash of $i159 and $i45,658
as of August 31, 2019 and 2018, respectively, which primarily relates to cash held to meet certain insurance requirements. As a result of certain subsidiaries’ cash management systems, checks issued but not presented to the banks for payment may create negative book cash balances. Such negative balances are classified as Current portion of long term debt and bank borrowings.
i
Allowances
for Client Receivables
We record our client receivables at their face amounts less allowances. On a periodic basis, we evaluate our receivables and establish allowances based on historical experience and other currently available information. As of August 31, 2019 and 2018, total allowances recorded for client receivables were $i45,538
and $i49,913, respectively. The allowance reflects our best estimate of collectibility risks on outstanding receivables. In limited circumstances, we
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
agree to extend financing to certain clients. The terms vary by contract, but generally payment for services is contractually linked to the achievement of specified performance milestones.
i
Concentrations
of Credit Risk
Our financial instruments, consisting primarily of cash and cash equivalents, foreign currency exchange rate instruments and client receivables, are exposed to concentrations of credit risk. We place our cash and cash equivalents and foreign exchange instruments with highly-rated financial institutions, limit the amount of credit exposure with any one financial institution and conduct ongoing evaluations of the credit worthiness of the financial institutions with which we do business. Client receivables are dispersed across many different industries and countries; therefore, concentrations of credit risk are limited.
i
Investments
All
liquid investments with an original maturity greater than three months but less than one year are considered to be short-term investments. Non-current investments are primarily non-marketable equity securities of privately held companies and are accounted for using either the equity or fair value measurement alternative method of accounting. For investments in which we can exercise significant influence but do not control, we use the equity method of accounting. For equity securities without a readily determinable fair value, we use the fair value measurement alternative and measure the securities at cost less impairment, if any, plus or minus observable price changes in orderly transactions for an identical or similar investment of the same issuer.
Investments are periodically assessed for other-than-temporary impairment. If an investment is deemed to have experienced an other-than-temporary decline
below its cost basis, we reduce the carrying amount of the investment to its estimated fair value.
i
Property and Equipment
i
Property and equipment is stated at cost, net of accumulated
depreciation. Depreciation of property and equipment is computed on a straight-line basis over the following estimated useful lives:
Computers, related equipment and software
2 to 7 years
Furniture and fixtures
5 to 10 years
Leasehold improvements
iLesser
of lease term or 15 years
//i
Goodwill
Goodwill represents the excess of the purchase price of an acquired entity over the
fair value of net assets acquired. We review the recoverability of goodwill by reportable operating segment annually, or more frequently when indicators of impairment exist. Based on the results of our annual impairment analysis, we determined that no impairment existed as of August 31, 2019 or 2018, as each reportable operating segment’s estimated fair value substantially exceeded its carrying value.
i
Long-Lived
Assets
Long-lived assets, including deferred contract costs and identifiable intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be recoverable. Recoverability of long-lived assets or groups of assets is assessed based on a comparison of the carrying amount to the estimated future net cash flows. If estimated future undiscounted net cash flows are less than the carrying amount, the asset is considered impaired and a loss is recorded equal to the amount required to reduce the carrying amount to fair value.
Intangible assets with finite lives are generally amortized using the straight-line method over their estimated economic useful
lives, ranging from one to sixteen years.
On September 1,
2018, we adopted Topic 606, which replaced most existing revenue recognition guidance. The core principle of Topic 606 is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. Topic 606 has been applied to contracts that were not completed as of September 1, 2018. Results for reporting periods beginning after September 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with our historic accounting. See Note 2 (Revenues) to these Consolidated Financial Statements
for further details.
In connection with the adoption of Topic 606, we are now presenting total revenues and no longer reporting revenues before reimbursements. Prior period results have been revised to reflect this change in presentation. Additionally, revisions were made to decrease both revenues and cost of services by$i610,894,and
$i588,637in fiscal 2018 and 2017, respectively, for hardware/software resale previously included in reimbursements. These revisions had no impact on operating income.
The impact of adopting the new standard was not material to our Consolidated Financial Statements. The primary impacts included additional disclosure
about the nature, amount, timing and uncertainty of revenue and cash flows arising from client contracts, including judgments and changes in estimates. Upon adoption, we recorded a decrease to retained earnings of $i6,451, net of an income tax impact of $i3,071, as
of September 1, 2018.
The impact of adopting the new standard for fiscal 2019 was an increase to revenues of approximately $i51.1 million. The impact on our balance sheet as of August 31,
2019 was not material with the exception of the classification of $i2.2 billion of receivables and $i627.7
million of contract assets, which were classified as Unbilled services, net prior to fiscal 2019.
FASB ASU No. 2016-16
On September 1, 2018, we adopted FASB ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory, which requires an entity to recognize the income tax consequences of intra-entity transfers, other than inventory, when the transfer occurs. Upon adoption, we recorded deferred tax assets and an increase in retained earnings of $i2,144,427,
and we will recognize incremental income tax expense as these deferred tax assets are utilized. Our fiscal 2019 annual effective tax rate was i3.3% higher due to the adoption. The adoption had no impact on cash flows.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
i
The impact of adoption as of
September 1, 2018 of FASB ASU No. 2014-09 (Topic 606) and No. 2016-16 (Topic 740) on our Consolidated Balance Sheets was as follows:
On September 1, 2018, we adopted FASB ASU No. 2017-07, Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The new guidance amends certain presentation and disclosure requirements for employers with defined benefit pension and post-retirement medical plans. The standard requires the service cost component of the net benefit cost to be in the same line item as other compensation in operating income and the other components of net benefit cost to be presented outside of operating income on a retrospective basis. Upon adoption, we reclassified $i58
millionand $i558 million(including fiscal 2017 pension settlement charge of $i510
million) of operating expenses to non-operating expense for fiscal 2018 and fiscal 2017, respectively, to conform with the fiscal 2019 treatment of these expenses.
FASB ASU No. 2016-01
On September 1, 2018, we adopted FASB ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The standard requires investments previously accounted for under the cost method of accounting to be measured at fair value with
changes in fair value recognized in net income. Investments in equity securities that do not have readily determinable fair values will be measured at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions. We adopted this standard using the prospective method. The adoption did not have a material impact on our Consolidated Financial Statements.
FASB ASU No. 2018-02
On August 31, 2019, we early adopted FASB ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which permits entities to reclassify the disproportionate income tax effects of the Tax Act on items within accumulated other comprehensive income (loss) (“AOCI”) to retained earnings. These disproportionate income tax
effect items are referred to as “stranded tax effects.” The amendments in this update only relate to the reclassification of the income tax effects of the Tax Act. Other accounting guidance that requires the effect of changes in tax laws or rates to be included in net income is not affected by this update. Upon adoption we elected not to reclassify immaterial stranded tax effects. We release stranded tax effects from AOCI using the specific identification approach for our defined benefit plans and the portfolio approach for other items.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
— (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
i
New Accounting Pronouncement
The following standard, issued by the FASB, will result in a change in practice and will have a financial impact on our Consolidated Financial Statements:
Standard
Description
Accenture
Adoption Date
Impact on the Financial Statements or Other Significant Matters
2016-02: Leases and related updates (Topic 842)
The ASU amends existing guidance to require lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by leases and to disclose additional quantitative and qualitative information about leasing arrangements. The guidance allows either a modified retrospective or an effective date transition method.
We adopted the ASU on September 1, 2019, using the effective date method. We expect to recognize approximately $3 billion of operating lease assets and liabilities on our Consolidated Balance Sheets, primarily relating to real estate. We do not expect the ASU to have a material impact on our other Consolidated Financial Statements or footnotes. We elected the package of practical expedients which does not require reassessment of prior conclusions related to contracts containing leases, lease classification or initial direct costs. We also elected to combine lease and non-lease components for our real estate and automobile leases.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
2. iREVENUES
Disaggregation of Revenue
See Note 17 (Segment Reporting) to these Consolidated Financial Statements for our disaggregated revenues.
Remaining Performance Obligations
On August 31, 2019, we had approximately $i20
billion of remaining performance obligations. 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 i66% of our remaining performance obligations as revenue in fiscal 2020, an additional i14%
in fiscal 2021, and the balance thereafter.
Adjustments in contract estimates related to performance obligations satisfied or partially satisfied in prior periods decreased our revenues by approximately $i4
million for fiscal 2019. No adjustment on any one contract was material to our Consolidated Financial Statements during fiscal 2019.
Deferred transition revenues were $i563,245
and $i581,395 as of August 31, 2019 and 2018, 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. Generally, deferred amounts are protected in the event of early termination of the contract
and are monitored regularly for impairment. Impairment losses are recorded when projected remaining undiscounted operating cash flows of the related contract are not sufficient to recover the carrying amount of contract assets. Deferred transition costs were $i681,492 and $i690,868
as of August 31, 2019 and 2018, respectively, and are included in Deferred contract costs. Deferred transition amortization expense for fiscal 2019, 2018 and 2017 was $i274,814,
$i333,118 and $i289,555, respectively.
i
The
following table provides information about the balances of our Receivables, Contract assets and Contract liabilities (Deferred revenues):
Changes
in the contract asset and liability balances during fiscal 2019, were a result of normal business activity and not materially impacted by any other factors.
Revenues recognized during fiscal 2019 that were included in Deferred revenues as of September 1, 2018 were $i2.9
billion.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
3. iEARNINGS
PER SHARE
i
Basic and diluted earnings per share were calculated as follows:
Fiscal
2019
2018
2017
Basic
Earnings per share
Net income attributable to Accenture plc
$
i4,779,112
$
i4,059,907
$
i3,445,149
Basic
weighted average Class A ordinary shares
i638,098,125
i628,451,742
i620,104,250
Basic
earnings per share
$
i7.49
$
i6.46
$
i5.56
Diluted
Earnings per share
Net income attributable to Accenture plc
$
i4,779,112
$
i4,059,907
$
i3,445,149
Net
income attributable to noncontrolling interests in Accenture Holdings plc and Accenture Canada Holdings Inc. (1)
i6,694
i95,063
i149,131
Net
income for diluted earnings per share calculation
$
i4,785,806
$
i4,154,970
$
i3,594,280
Basic
weighted average Class A ordinary shares
i638,098,125
i628,451,742
i620,104,250
Class A
ordinary shares issuable upon redemption/exchange of noncontrolling interests (1)
i892,654
i14,716,884
i28,107,510
Diluted
effect of employee compensation related to Class A ordinary shares
i11,111,679
i11,948,075
i12,082,241
Diluted
effect of share purchase plans related to Class A ordinary shares
i102,415
i179,449
i169,226
Diluted
weighted average Class A ordinary shares
i650,204,873
i655,296,150
i660,463,227
Diluted
earnings per share
$
i7.36
$
i6.34
$
i5.44
_______________
/
(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 and the redemption of all Accenture Holdings plc ordinary shares owned by holders of noncontrolling interests prior to March 13, 2018, when these were redeemed for Accenture plc Class A ordinary shares. 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.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
4. iACCUMULATED OTHER COMPREHENSIVE LOSS
i
The
following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive loss attributable to Accenture plc:
Fiscal
2019
2018
2017
Foreign
currency translation
Beginning balance
$
(i1,075,268
)
$
(i770,043
)
$
(i919,963
)
Foreign
currency translation
(i138,680
)
(i310,548
)
i164,073
Income
tax benefit (expense)
(i607
)
i3,354
(i988
)
Portion
attributable to noncontrolling interests
i6,580
i1,969
(i13,165
)
Foreign
currency translation, net of tax
(i132,707
)
(i305,225
)
i149,920
Ending
balance
(i1,207,975
)
(i1,075,268
)
(i770,043
)
Defined
benefit plans
Beginning balance
(i419,284
)
(i440,619
)
(i809,504
)
Actuarial
gains (losses)
(i379,090
)
i19,862
i49,565
Pension
settlement
i793
i3,030
i509,793
Prior
service costs arising during the period
(i2,105
)
(i28,696
)
i847
Reclassifications
into net periodic pension and post-retirement expense (1)
i32,985
i34,972
i44,913
Income
tax benefit (expense)
i94,052
(i7,799
)
(i219,817
)
Portion
attributable to noncontrolling interests
i326
(i34
)
(i16,416
)
Defined
benefit plans, net of tax
(i253,039
)
i21,335
i368,885
Ending
balance
(i672,323
)
(i419,284
)
(i440,619
)
Cash
flow hedges
Beginning balance
(i84,010
)
i114,635
i68,011
Unrealized
gain (loss)
i209,017
(i169,958
)
i195,848
Reclassification
adjustments into Cost of services
(i48,333
)
(i93,105
)
(i118,840
)
Income
tax benefit (expense)
(i37,522
)
i64,118
(i28,309
)
Portion
attributable to noncontrolling interests
(i159
)
i300
(i2,075
)
Cash
flow hedges, net of tax
i123,003
(i198,645
)
i46,624
Ending
balance (2)
i38,993
(i84,010
)
i114,635
Investments
Beginning
balance
i2,391
i1,243
(i264
)
Unrealized
gain (loss)
(i1,970
)
i1,455
i1,758
Income
tax benefit (expense)
i305
(i305
)
(i183
)
Portion
attributable to noncontrolling interests
i2
(i2
)
(i68
)
Investments,
net of tax
(i1,663
)
i1,148
i1,507
Ending
balance
i728
i2,391
i1,243
Accumulated
other comprehensive loss
$
(i1,840,577
)
$
(i1,576,171
)
$
(i1,094,784
)
_______________
(1)
As
of August 31, 2019, $i54,799 of net losses is expected to be reclassified into net periodic pension and post-retirement expense recognized in cost of services, sales and marketing, general and administrative costs and non-operating expenses in the next twelve months.
/
(2)
As
of August 31, 2019, $i34,207 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.
Depreciation
expense for fiscal 2019, 2018 and 2017 was $i440,796, $i423,471 and $i362,817,
respectively.
6. iBUSINESS COMBINATIONS
We completed a number of individually immaterial acquisitions during fiscal years 2019, 2018 and 2017. These acquisitions were completed primarily to expand our services and solutions offerings.iThe table below gives additional details related to these acquisitions:
Fiscal
2019
2018
2017
Total
consideration
$
i1,170,044
$
i596,148
$
i1,643,205
Goodwill
i920,696
i431,087
i1,350,969
Intangible
assets
i282,144
i140,403
i328,776
The
intangible assets primarily consist of customer-related intangibles, which are being amortized over one to twelve years. The goodwill was allocated among our reportable operating segments and is partially deductible for U.S. federal income tax purposes.
Total
amortization related to our intangible assets was $i177,150, $i170,187 and $i149,417
for fiscal 2019, 2018 and 2017, respectively. Estimated future amortization related to intangible assets held at August 31, 2019 is as follows:
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
8. iFINANCIAL
INSTRUMENTS
Derivatives
In the normal course of business, we use derivative financial instruments to manage foreign currency exchange rate risk. Derivative transactions are governed by a uniform set of policies and procedures covering areas such as authorization, counterparty exposure and hedging practices. Positions are monitored using techniques such as market value and sensitivity analyses. We do not enter into derivative transactions for trading purposes. We classify cash flows from our derivative programs as cash flows from operating activities in the Consolidated Cash Flows Statements.
Certain derivatives give rise to credit risks from the possible non-performance by counterparties. Credit risk is generally limited to the fair value of those contracts
that are favorable to us, and the maximum amount of loss due to credit risk, based on the gross fair value of our derivative financial instruments that are in an asset position, was $i110,617 as of August 31, 2019.
We utilize standard counterparty master agreements containing provisions for the netting of certain foreign currency transaction obligations and for set-off
of certain obligations in the event of an insolvency of one of the parties to the transaction. These provisions may reduce our potential overall loss resulting from the insolvency of a counterparty and reduce a counterparty’s potential overall loss resulting from our insolvency. Additionally, these agreements contain early termination provisions triggered by adverse changes in a counterparty’s credit rating, thereby enabling us to accelerate settlement of a transaction prior to its contractual maturity and potentially decrease our realized loss on an open transaction. Similarly, a decrement in our credit rating could trigger a counterparty’s early termination rights, thereby enabling a counterparty to accelerate settlement of a transaction prior to its contractual maturity and potentially increase our realized loss on an open transaction. The aggregate fair value of our derivative instruments with credit-risk-related contingent features that were in a liability position
as of August 31, 2019 was $i59,791.
Our derivative financial instruments consist of deliverable and non-deliverable foreign currency forward contracts. Fair values for derivative financial instruments are based on prices computed using third-party
valuation models and are classified as Level 2 in accordance with the three-level hierarchy of fair value measurements. All of the significant inputs to the third-party valuation models are observable in active markets. Inputs include current market-based parameters such as forward rates, yield curves and credit default swap pricing. For additional information related to the three-level hierarchy of fair value measurements, see Note 11 (Retirement and Profit Sharing Plans) to these Consolidated Financial Statements.
Cash Flow Hedges
Certain of our subsidiaries are exposed to currency risk through their use of our global delivery resources. To mitigate this risk, we use foreign currency forward contracts
to hedge the foreign exchange risk of the forecasted intercompany expenses denominated in foreign currencies for up to three years in the future. We have designated these derivatives as cash flow hedges. As of August 31, 2019 and 2018, we held no derivatives that were designated as fair value or net investment hedges.
In order for a derivative to qualify for hedge accounting, the derivative must be formally designated as a fair value, cash flow or net investment hedge by documenting the relationship between the derivative and the hedged item. The documentation includes a description of the hedging instrument, the hedged item, the risk being hedged, our risk management objective and strategy for undertaking the hedge, the method for assessing the effectiveness
of the hedge and the method for measuring hedge ineffectiveness. Additionally, the hedge relationship must be expected to be highly effective at offsetting changes in either the fair value or cash flows of the hedged item at both inception of the hedge and on an ongoing basis. We assess the ongoing effectiveness of our hedges using the Hypothetical Derivative Method, which measures hedge ineffectiveness based on a comparison of the change in fair value of the actual derivative designated as the hedging instrument and the change in fair value of a hypothetical derivative. The hypothetical derivative would have terms that identically match the critical terms of the hedged item. We measure and record hedge ineffectiveness at the end of each fiscal quarter.
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. The amounts related to derivatives designated as cash flow hedges that were reclassified into Cost of services were a net gain of $i48,333,$i93,105
and $i118,840 during fiscal 2019, 2018 and 2017, respectively. The ineffective portion of the change in fair value of a cash flow hedge is recognized immediately in Other income (expense),
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
net in the Consolidated Income Statements and for fiscal 2019, 2018 and 2017, was not material. In addition, we did not discontinue any cash flow hedges during fiscal 2019, 2018 or 2017.
Other
Derivatives
We also use foreign currency forward contracts, which have not been designated as hedges, to hedge balance sheet exposures, such as intercompany loans. These instruments are generally short-term in nature, with typical maturities of less than one year, and are subject to fluctuations in foreign exchange rates. Realized gains or losses and changes in the estimated fair value of these derivatives were net losses of $i112,113
and $i114,076 for fiscal 2019 and 2018, respectively, and a net gain of $i66,748
for fiscal 2017. 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
i
The notional and fair values of all derivative instruments were as follows:
We
utilize standard counterparty master agreements containing provisions for the netting of certain foreign currency transaction obligations and for the set-off of certain obligations in the event of an insolvency of one of the parties to the transaction. In the Consolidated Balance Sheets, we record derivative assets and liabilities at gross fair value. The potential effect of netting derivative assets against liabilities under the counterparty master agreements was as follows:
Equity
Securities Without Readily Determinable Fair Values
We hold investments in equity securities that do not have readily determinable fair values. We record these investments at cost and remeasure them to fair value based on certain observable price changes or impairment events as they occur. The carrying amount of these investments was $i131,675 as
of August 31, 2019. Prior to the adoption
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
of FASB ASU No. 2016-01, these investments were accounted for under the cost method. For additional information, see Note 1 (Summary of Significant Accounting Policies) to these Consolidated Financial Statements.
9. iBORROWINGS AND INDEBTEDNESS
i
As
of August 31, 2019, we had the following borrowing facilities, including the issuance of letters of credit, to support general working capital purposes:
Local
guaranteed and non-guaranteed lines of credit (3)
i220,355
i2,458
Total
$
i2,010,546
$
i2,458
_______________
(1)
This
facility, which matures on December 22, 2020, provides unsecured, revolving borrowing capacity for general working capital purposes, including the issuance of letters of credit. Financing is provided under this facility at the prime rate or at the London Interbank Offered Rate, plus a spread. We continue to be in compliance with relevant covenant terms. The facility is subject to annual commitment fees. As of August 31, 2019 and 2018, we had ino
borrowings under the facility.
(2)
We maintain separate, uncommitted and unsecured multicurrency revolving credit facilities. These facilities provide local currency financing for the majority of our operations. Interest rate terms on the revolving facilities are at market rates prevailing in the relevant local markets. As of August 31, 2019 and 2018, we had ino
borrowings under these facilities.
/
(3)
We also maintain local guaranteed and non-guaranteed lines of credit for those locations that cannot access our global facilities. As of August 31, 2019 and 2018, we had borrowings under these various facilities of $i2,458
and $i0, respectively.
Under the borrowing facilities described above, we had an aggregate of $i390,295
and $i324,602 of letters of credit outstanding as of August 31, 2019 and 2018, respectively. In addition, we had total outstanding debt of $i22,658
and $i25,013 as of August 31, 2019 and 2018, respectively.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
10. iINCOME TAXES
i
Fiscal
2019
2018
2017
Current
taxes
U.S. federal
$
i159,578
$
i70,050
$
i152,002
U.S.
state and local
i86,113
i3,574
i17,269
Non-U.S.
i1,256,225
i1,425,875
i1,175,962
Total
current tax expense
i1,501,916
i1,499,499
i1,345,233
Deferred
taxes
U.S. federal
(i143,217
)
i219,034
(i200,483
)
U.S.
state and local
(i39,588
)
i57,044
(i26,069
)
Non-U.S.
i86,445
(i182,078
)
(i137,581
)
Total
deferred tax (benefit) expense
(i96,360
)
i94,000
(i364,133
)
Total
$
i1,405,556
$
i1,593,499
$
i981,100
/i
The
components of Income before income taxes were as follows:
Fiscal
2019
2018
2017
U.S.
sources (1)
$
i853,173
$
i645,943
$
i251,456
Non-U.S.
sources
i5,398,624
i5,162,150
i4,364,576
Total
$
i6,251,797
$
i5,808,093
$
i4,616,032
_______________
/
(1)
Includes
U.S. pension settlement charge of 509,793 for fiscal 2017.
On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Tax Act”), which significantly changed U.S. tax law. The Tax Act lowered the U.S. statutory federal income tax rate from i35% to i21%,
effective January 1, 2018, resulting in a blended U.S. statutory federal income tax rate of i25.7% for our fiscal year ended August 31, 2018 and a U.S. statutory federal income tax rate of i21.0%
for our fiscal year ended iAugust 31, 2019. During fiscal 2018, we recognized tax expense of $i177,651
due primarily to the remeasurement of our net deferred tax assets at the new, lower rates. Our analysis and decisions around accounting for the Tax Act are complete.
i
The reconciliation of the U.S. federal statutory income tax rate to our effective income tax rate was as follows:
Fiscal
2019
2018
2017
U.S.
federal statutory income tax rate
i21.0
%
i25.7
%
i35.0
%
U.S.
state and local taxes, net
i1.5
i1.1
i1.3
Non-U.S.
operations taxed at other rates
i1.1
(i6.1
)
(i16.3
)
Final
determinations (1)
(i3.4
)
(i1.9
)
(i3.6
)
Other
net activity in unrecognized tax benefits
i3.2
i5.8
i8.4
Excess
tax benefits from share based payments
(i1.2
)
(i2.3
)
(i2.7
)
Changes
in tax laws and rates
i—
i4.4
(i1.5
)
Other,
net
i0.3
i0.7
i0.7
Effective
income tax rate
i22.5
%
i27.4
%
i21.3
%
_______________
/
(1)
Final
determinations include final agreements with tax authorities and expirations of statutes of limitations.
As of iAugust 31, 2019, we had not recognized a deferred tax liability on $i425,028
of undistributed earnings for certain foreign subsidiaries, because these earnings are intended to be indefinitely reinvested. If such earnings were
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
distributed, some countries may impose additional taxes. The unrecognized deferred tax liability (the amount
payable if distributed) is approximately $i54,000.
Portions of our operations are subject to reduced tax rates or are free of tax under various tax holidays which expire between fiscal 2020 and 2023.
Some of the holidays are renewable at reduced levels, under certain conditions, with possible renewal periods through 2033. The income tax benefits attributable to the tax status of these subsidiaries were estimated to be approximately $i95,000, $i103,000
and $i95,000 in fiscal 2019, 2018 and 2017, respectively.
The revaluation of deferred tax assets and liabilities due to enacted changes in tax laws and tax rates did not have a material impact on our effective tax rate in fiscal 2019. Changes in tax laws and tax rates decreased our net deferred tax assets by $i247,216
in fiscal 2018.i
The components of our deferred tax assets and liabilities included the following:
We
recorded valuation allowances of $i606,765 and $i451,775 as of August
31, 2019 and 2018, respectively, against deferred tax assets principally associated with certain tax credit and tax net operating loss carryforwards, as we believe it is more likely than not that these assets will not be realized. For all other deferred tax assets, we believe it is more likely than not that the results of future operations will generate sufficient taxable income to realize these deferred tax assets. During fiscal 2019, we recorded a net increase of $i154,990
in the valuation allowance. The majority of this change related to valuation allowances on certain tax credit carryforwards, as the Company believes it is more likely than not that these assets will not be realized. During fiscal 2018, we recorded a net decrease of $i1,112,779 in the valuation allowance. Substantially
all of this change related to the write-off of certain tax credit carryforwards for which we had a full valuation allowance.
We had tax credit carryforwards as of iAugust 31, 2019 of $i527,748,
of which $i24,958 will expire between 2020 and 2029, $i113
will expire between 2030 and 2039, and $i502,677 has an indefinite carryforward period. We had net operating loss carryforwards as of iAugust
31, 2019 of $i832,118. Of this amount, $i206,741
expires between 2020 and 2029, $i28,216 expires between 2030 and 2039, and $i597,161
has an indefinite carryforward period.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
As of iAugust
31, 2019, we had $i1,233,014 of unrecognized tax benefits, of which $i908,522,
if recognized, would favorably affect our effective tax rate. As of August 31, 2018, we had $i1,210,520 of unrecognized tax benefits, of which $i818,638,
if recognized, would favorably affect our effective tax rate. The remaining unrecognized tax benefits as of August 31, 2019 and 2018 of $i324,492 and $i391,882,
respectively, represent items recorded as offsetting tax benefits associated with the correlative effects of potential transfer pricing adjustments, state income taxes and timing adjustments.
i
A reconciliation of the beginning and ending amounts of unrecognized tax benefits was as follows:
Fiscal
2019
2018
Balance,
beginning of year
$
i1,210,520
$
i945,850
Additions
for tax positions related to the current year
i211,671
i349,343
Additions
for tax positions related to prior years
i354,890
i317,215
Reductions
for tax positions related to prior years
(i262,055
)
(i284,711
)
Statute
of limitations expirations
(i146,732
)
(i37,050
)
Settlements
with tax authorities
(i103,384
)
(i68,605
)
Foreign
currency translation
(i31,896
)
(i11,522
)
Balance,
end of year
$
i1,233,014
$
i1,210,520
/
For
the year ended iAugust 31, 2019, most of the additions for tax positions related to prior years are for items that had no net impact to the consolidated financial statements.
We recognize interest and penalties related to unrecognized tax benefits in the Provision for income taxes. During fiscal 2019, 2018 and 2017, we recognized expense of $i8,645,
$i37,230 and $i37,350
in interest and penalties, respectively. Accrued interest and penalties related to unrecognized tax benefits of $i114,566 ($i105,852,
net of tax benefits) and $i125,886 ($i114,631,
net of tax benefits) were reflected on our Consolidated Balance Sheets as of August 31, 2019 and 2018, respectively.
We are currently under audit by the U.S. Internal Revenue Service for fiscal 2016. We are also currently under audit in numerous state and non-U.S. tax jurisdictions. Although the outcome of tax audits is always uncertain and could result in significant cash tax payments, we do not believe the outcome of these audits will have a material adverse effect on our consolidated financial position or results of operations. With limited exceptions, we are no longer subject to income tax audits by taxing authorities for the years before 2010. We believe that it is reasonably possible that our unrecognized tax benefits could decrease by approximately $i291,000
or increase by approximately $i397,000 in the next 12 months as a result of settlements, lapses of statutes of limitations, tax audit activity and other adjustments. The majority of these amounts relate to transfer pricing matters in both U.S. and non-U.S. tax jurisdictions.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
11. iRETIREMENT AND PROFIT SHARING PLANS
Defined Benefit Pension and Postretirement
Plans
In the United States and certain other countries, we maintain and administer defined benefit retirement plans and postretirement medical plans for certain current, retired and resigned employees. In addition, our U.S. defined benefit pension plans include a frozen plan for former pre-incorporation partners, which is unfunded. Benefits under the employee retirement plans are primarily based on years of service and compensation during the years immediately preceding retirement or termination of participation in the plan. The defined benefit pension disclosures include our U.S. and material non-U.S. defined benefit pension plans.
Assumptions
i
The
weighted-average assumptions used to determine the defined benefit pension obligations as of August 31 and the net periodic pension expense were as follows:
Discount rate for determining projected benefit obligation
i3.00
%
i2.24
%
i4.00
%
i3.29
%
i3.75
%
i2.83
%
i3.00
%
i3.98
%
i3.73
%
Discount
rate for determining net periodic pension expense
i4.00
%
i3.29
%
i3.75
%
i2.83
%
i3.50
%
i2.40
%
i3.98
%
i3.73
%
i3.51
%
Long
term rate of return on plan assets
i4.25
%
i3.02
%
i4.25
%
i3.56
%
i4.25
%
i3.52
%
i3.18
%
i3.64
%
i4.13
%
Rate
of increase in future compensation for determining projected benefit obligation
i2.23
%
i4.02
%
i2.23
%
i3.67
%
i2.25
%
i3.63
%
N/A
N/A
N/A
Rate
of increase in future compensation for determining net periodic pension expense
i2.23
%
i3.67
%
i2.25
%
i3.63
%
i2.57
%
i3.47
%
N/A
N/A
N/A
/
We
utilize a full yield curve approach to estimate the service and interest cost components by applying specific spot rates along the yield curve used in the determination of the benefit obligation to the relevant projected cash flows. This approach provides a correlation between projected benefit cash flows and the corresponding yield curve spot rates and provides a precise measurement of service and interest costs. The discount rate assumptions are based on the expected duration of the benefit payments for each of our defined benefit pension and postretirement plans as of the annual measurement date and are subject to change each year.
The expected long-term rate of return on plan assets should, over time, approximate the actual long-term returns on defined benefit pension and postretirement plan assets and is based on historical returns and the future expectations for returns for each asset class, as well as the target asset
allocation of the asset portfolio.
Assumed U.S. Health Care Cost Trend
Our U.S. postretirement plan assumed annual rate of increase in the per capita cost of health care benefits is i6.6% for the plan year ending June
30, 2020. The rate is assumed to decrease on a straight-line basis to i4.5% for the plan year ending June 30, 2038 and remain at that level thereafter. A one percentage point increase in the assumed health care cost trend rates would increase the benefit obligation by $i93,643,
while a one percentage point decrease would reduce the benefit obligation by $i72,873.
U.S. Defined Benefit Pension Plan Settlement Charges
In May 2017, we settled
our U.S. pension plan obligations. Plan participants elected to receive either a lump-sum distribution or to transfer benefits to a third-party annuity provider. As a result of the settlement, we were relieved of any further obligation under our U.S. pension plan. During fiscal 2017, we recorded a pension settlement charge of $i509,793, and related income tax benefits of $i198,219.
The charge primarily consisted of unrecognized actuarial losses of $i460,908 previously included in Accumulated other comprehensive loss. In connection with the settlement,
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
we made a $i118,500 cash contribution ($i48,885
related to additional actuarial losses and $i69,615 to fund previously recorded pension liabilities). In connection with the plan termination, we created a separate defined benefit plan, with substantially the same terms as the terminated plan, for approximately i600
active employees who are currently eligible to accrue benefits.
Pension and Postretirement Expense
Pension expense for fiscal 2019, 2018 and 2017 was $i137,030, $i125,320
and $i622,302 (including the above noted settlement charge), respectively. Postretirement expense for fiscal 2019, 2018 and 2017 was not material to our Consolidated Financial Statements. Starting in fiscal 2019, the service cost component of pension and postretirement expense is included in operating expenses while the other components of net benefit cost are included in Other income (expense), net. Prior period amounts have been revised to conform
with the current period presentation.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
Benefit Obligation, Plan Assets and Funded Status
i
The
changes in the benefit obligations, plan assets and funded status of our pension and postretirement benefit plans for fiscal 2019 and 2018 were as follows:
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
Accumulated Other Comprehensive Loss
i
The
pre-tax accumulated net loss and prior service (credit) cost recognized in Accumulated other comprehensive loss as of August 31, 2019 and 2018 was as follows:
The
following information is provided for defined benefit pension plans and postretirement plans with projected benefit obligations in excess of plan assets and for defined benefit pension plans with accumulated benefit obligations in excess of plan assets as of August 31, 2019 and 2018:
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
Investment Strategies
U.S. Pension Plans
The overall investment objective of the defined benefit pension plans is to match the duration of the plans’ assets to the plans’ liabilities while managing risk in order to meet current defined benefit pension obligations. The plans’ future prospects, their current financial
conditions, our current funding levels and other relevant factors suggest that the plans can tolerate some interim fluctuations in market value and rates of return in order to achieve long-term objectives without undue risk to the plans’ ability to meet their current benefit obligations. We recognize that asset allocation of the defined benefit pension plans’ assets is an important factor in determining long-term performance. Actual asset allocations at any point in time may vary from the target asset allocations and will be dictated by current and anticipated market conditions, required cash flows and investment decisions of the investment committee and the pension plans’ investment funds and managers. Ranges are established to provide flexibility for the asset allocation to vary around the targets without the need for immediate rebalancing.
Non-U.S. Pension Plans
Plan
assets in non-U.S. defined benefit pension plans conform to the investment policies and procedures of each plan and to relevant legislation. The pension committee or trustee of each plan regularly, but at least annually, reviews the investment policy and the performance of the investment managers. In certain countries, the trustee is also required to consult with us. Asset allocation decisions are made to provide risk adjusted returns that align with the overall investment strategy for each plan. Generally, the investment return objective of each plan is to achieve a total annualized rate of return that exceeds inflation over the long term by an amount based on the target asset allocation mix of that plan. In certain countries, plan assets are invested in funds that are required to hold a majority of assets in bonds, with a smaller proportion in equities. Also, certain plan assets are entirely invested in contracts
held with the plan insurer, which determines the strategy. Defined benefit pension plans in certain countries are unfunded.
Risk Management
Plan investments are exposed to risks including market, interest rate and operating risk. In order to mitigate significant concentrations of these risks, the assets are invested in a diversified portfolio primarily consisting of fixed income instruments and equities. To minimize asset volatility relative to the liabilities, plan assets allocated to debt securities appropriately match the duration of individual plan liabilities. Equities are diversified between U.S. and non-U.S. index funds and are intended to achieve long term capital appreciation. Plan asset allocation and investment managers’ guidelines are reviewed on a regular basis.
Plan
Assets
i
Our target allocation for fiscal 2020 and weighted-average plan assets allocations as of August 31, 2019 and 2018 by asset category for defined benefit pension plans were as follows:
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
Fair Value Measurements
Fair value is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants
would use in pricing the asset or liability, not on assumptions specific to the entity.
The three-level hierarchy of fair value measurements is based on whether the inputs to those measurements are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. The fair-value hierarchy requires the use of observable market data when available and consists of the following levels:
•
Level 1—Quoted prices for identical instruments in active markets;
•
Level
2—Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets; and
•
Level 3—Valuations derived from valuation techniques in which one or more significant inputs are unobservable.
i
The
fair values of defined benefit pension and postretirement plan assets as of August 31, 2019 were as follows:
There
were no transfers between Levels 1 and 2 during fiscal 2019. The level 3 assets are invested in an insurance buy-in contract in a Non-U.S. plan. The fair value of the assets is set to an actuarially calculated present value of the underlying liabilities.
The U.S. Plans have $i289,200
in Level 2 assets, primarily made up of U.S. corporate debt securities of $i166,756 and U.S. government, state and local debt securities of $i71,745.
i
The following table provides a reconciliation of the beginning and ending balances of Level 3 assets for fiscal 2019:
There
were no transfers between Levels 1 and 2 during fiscal 2018. The level 3 assets are invested in an insurance buy-in contract in a Non-U.S. plan. The fair value of the assets is set to an actuarially calculated present value of the underlying liabilities.
The U.S. Plans have $i239,289
in Level 2 assets, primarily made up of U.S. corporate debt securities of $i136,814 and U.S. government, state and local debt securities of $i58,239.
Expected Contributions
Generally, annual contributions are made at such times and in amounts as required by law and may, from time to time, exceed minimum funding requirements. We estimate we will pay approximately $i93,292 in fiscal 2020 related to contributions to our U.S. and non-U.S. defined benefit
pension plans and benefit payments related to the unfunded frozen plan for former pre-incorporation partners. We have not determined whether we will make additional voluntary contributions for our defined benefit pension plans. Our postretirement plan contributions in fiscal 2020 are not expected to be material to our Consolidated Financial Statements.
Estimated Future Benefit Payments
i
Benefit payments for defined benefit pension plans and postretirement plans,
which reflect expected future service, as appropriate, are expected to be paid as follows:
Pension Plans
Postretirement Plans
U.S. Plans
Non-U.S. Plans
U.S.
and Non-U.S. Plans
2020
$
i14,097
$
i73,946
$
i11,727
2021
i14,870
i80,978
i13,378
2022
i15,638
i87,353
i15,144
2023
i16,425
i101,844
i17,065
2024
i17,144
i102,642
i19,224
2025-2029
i95,831
i559,093
i131,206
/
Defined
Contribution Plans
In the United States and certain other countries, we maintain and administer defined contribution plans for certain current, retired and resigned employees. Total expenses recorded for defined contribution plans were $i530,501, $i485,736
and $i454,124 in fiscal 2019, 2018 and 2017, respectively.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
12. iSHARE-BASED COMPENSATION
Share Incentive Plans
The Amended
and Restated Accenture plc 2010 Share Incentive Plan, as amended and approved by our shareholders in 2018 (the “Amended 2010 SIP”), is administered by the Compensation Committee of the Board of Directors of Accenture and provides for the grant of nonqualified share options, incentive stock options, restricted share units and other share-based awards. A maximum of i99,000,000
Accenture plc Class A ordinary shares are currently authorized for awards under the Amended 2010 SIP. As of August 31, 2019, there were i16,684,906 shares available for future grants. Accenture plc Class A ordinary shares covered by awards that terminate, lapse or are cancelled may again be used to satisfy
awards under the Amended 2010 SIP. We issue new Accenture plc Class A ordinary shares and shares from treasury for shares delivered under the Amended 2010 SIP.
i
A summary of information with respect to share-based compensation is as follows:
Fiscal
2019
2018
2017
Total
share-based compensation expense included in Net income
$
i1,093,253
$
i976,908
$
i795,235
Income
tax benefit related to share-based compensation included in Net income
i356,062
i404,124
i349,114
/
Restricted
Share Units
Under the Amended 2010 SIP, participants may be, and previously under the predecessor 2001 Share Incentive Plan were, granted restricted share units, each of which represent an unfunded, unsecured right to receive an Accenture plc Class A ordinary share on the date specified in the participant’s award agreement. The fair value of the awards is based on our stock price on the date of grant. The restricted share units granted under these plans are subject to cliff or graded vesting, generally ranging from two to seven years. For awards with graded vesting, compensation expense is recognized over the vesting term of each separately vesting portion. Compensation expense is recognized on a straight-line basis for awards with cliff vesting. Restricted share unit activity during fiscal
2019 was as follows:
The
weighted average grant-date fair value for restricted share units granted for fiscal 2019, 2018 and 2017was $i144.52, $i153.33
and $i117.72, respectively.
/
(2)
The
total grant-date fair value of restricted share units vested for fiscal 2019, 2018 and 2017 was $i914,206, $i842,002
and $i726,324, respectively.
As of August 31, 2019, there was $i967,811
of total unrecognized restricted share unit compensation expense related to nonvested awards, which is expected to be recognized over a weighted average period of i1.2 years. As of August 31, 2019, there were i530,575
restricted share units vested but not yet delivered as Accenture plc Class A ordinary shares.
Stock Options
There were no stock options granted during fiscal 2019, 2018 or 2017. As of August 31, 2019 we had i3,751
stock options outstanding and exercisable at a weighted average exercise price of $i48.11 and a weighted average remaining contractual term of i1.4
years.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
Employee Share Purchase Plan
2010 ESPP
The Amended and Restated Accenture plc 2010 Employee Share Purchase Plan (the “2010 ESPP”) is a nonqualified plan that provides eligible
employees of Accenture plc and its designated affiliates with an opportunity to purchase Accenture plc Class A ordinary shares through payroll deductions. Under the 2010 ESPP, eligible employees may purchase Accenture plc Class A ordinary shares through the Employee Share Purchase Plan (the “ESPP”) or the Voluntary Equity Investment Program (the “VEIP”). Under the ESPP, eligible employees may elect to contribute i1%
to i10% of their eligible compensation during each semi-annual offering period (up to $i7.5
per offering period) to purchase Accenture plc Class A ordinary shares at a discount. Under the VEIP, eligible members of Accenture Leadership may elect to contribute up to i30% of their eligible compensation towards the monthly purchase of Accenture plc Class A ordinary shares at fair market value. At the end of the VEIP program year, Accenture Leadership participants who did not withdraw from
the program will be granted restricted share units under the Amended 2010 SIP equal to i50% of the number of shares purchased during that year and held by the participant as of the grant date.
A maximum of i90,000,000
Accenture plc Class A ordinary shares may be issued under the 2010 ESPP. As ofAugust 31, 2019, we had issued i59,545,725 Accenture plc Class A ordinary shares under the 2010 ESPP. We issued i5,433,817,
i5,428,356 and i6,103,977
shares to employees in fiscal 2019, 2018 and 2017, respectively, under the 2010 ESPP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
13. iSHAREHOLDERS’
EQUITY
Accenture plc
Ordinary Shares
We have i40,000 authorized ordinary shares, par value €i1 per
share. Each ordinary share of Accenture plc entitles its holder to receive payments upon a liquidation of Accenture plc; however a holder of an ordinary share is not entitled to vote on matters submitted to a vote of shareholders of Accenture plc or to receive dividends.
Class A Ordinary Shares
An Accenture plc Class A ordinary share entitles its holder to ione
vote per share, and holders of those shares do not have cumulative voting rights. Each Class A ordinary share entitles its holder to a pro rata part of any dividend at the times and in the amounts, if any, which Accenture plc’s Board of Directors from time to time determines to declare, subject to any preferred dividend rights attaching to any preferred shares. Each Class A ordinary share is entitled on a winding-up of Accenture plc to be paid a pro rata part of the value of the assets of Accenture plc remaining after payment of its liabilities, subject to any preferred rights on liquidation attaching to any preferred shares.
Class X Ordinary Shares
Most of our partners who received Accenture Canada Holdings Inc. exchangeable shares in connection with our transition to a corporate structure received a corresponding number of Accenture
plc Class X ordinary shares. An Accenture plc Class X ordinary share entitles its holder to ione vote per share, and holders of those shares do not have cumulative voting rights. A Class X ordinary share does not entitle its holder to receive dividends, and holders of those shares are not entitled to be paid any amount upon a winding-up of Accenture plc. Accenture plc may redeem, at its option, any Class X ordinary share for a redemption price equal to the par value of the Class X ordinary share. Accenture plc has separately agreed with the original holders of Accenture Canada Holdings Inc. exchangeable
shares not to redeem any Class X ordinary share of such holder if the redemption would reduce the number of Class X ordinary shares held by that holder to a number that is less than the number of Accenture Canada Holdings Inc. exchangeable shares owned by that holder, as the case may be. Accenture plc will redeem Class X ordinary shares upon the redemption or exchange of Accenture Canada Holdings Inc. exchangeable shares so that the aggregate number of Class X ordinary shares outstanding at any time does not exceed the aggregate number of Accenture Canada Holdings Inc. exchangeable shares outstanding. Class X ordinary shares are not transferable without the consent of Accenture plc.
Equity of Subsidiaries Redeemable or Exchangeable for Accenture plc Class A Ordinary Shares
Accenture
Canada Holdings Inc. Exchangeable Shares
Partners resident in Canada and New Zealand received Accenture Canada Holdings Inc. exchangeable shares in connection with our transition to a corporate structure. Holders of Accenture Canada Holdings Inc. exchangeable shares may exchange their shares for Accenture plc Class A ordinary shares at any time on a one-for-one basis. We may, at our option, satisfy this exchange with cash at a price per share generally equal to the market price of an Accenture plc Class A ordinary share at the time of the exchange. Each exchangeable share of Accenture Canada Holdings Inc. entitles its holder to receive distributions equal to any distributions to which an Accenture plc Class A ordinary share entitles its holder.
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. As of August 31, 2019, our aggregate available authorization was $i3,674,089
for our publicly announced open-market share purchase and these other share purchase programs.
i
Our share purchase activity during fiscal 2019 was as follows:
Accenture
plc Class A Ordinary Shares
Accenture Canada Holdings Inc. Exchangeable Shares
Shares
Amount
Shares
Amount
Open-market share purchases (1)
i13,686,253
$
i2,254,576
i—
$
i—
Other
share purchase programs
i—
i—
i128,282
i21,778
Other
purchases (2)
i2,744,554
i414,760
i—
i—
Total
i16,430,807
$
i2,669,336
i128,282
$
i21,778
_______________
(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 fiscal 2019, 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.
Cancellation of Treasury Shares
During fiscal 2019, we cancelled i17,599,481 Accenture plc Class A ordinary shares that were held as treasury shares
and had an aggregate cost of $i2,745,321. 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
i
Our
dividend activity during fiscal 2019 was as follows:
Dividend Per Share
Accenture
plc Class A Ordinary Shares
Accenture Canada Holdings Inc. Exchangeable Shares
The
payment of the cash dividends also resulted in the issuance of an immaterial number of additional restricted share units to holders of restricted share units.
Subsequent Events
On iSeptember 23, 2019, the Board of Directors
of Accenture plc declared a quarterly cash dividend of $i0.80 per share on our Class A ordinary shares for shareholders of record at the close of business on iOctober
17, 2019 payable on iNovember 15, 2019. The payment of the cash dividend will result in the issuance of an immaterial number of additional restricted share units to holders of restricted share units.
15. iLEASE
COMMITMENTS
We have operating leases, principally for office space, with various renewal options. Substantially all operating leases are non-cancelable or cancelable only by the payment of penalties. Rental expense in agreements with rent holidays and scheduled rent increases is recorded on a straight-line basis over the lease term. Rental expense, including operating costs and taxes, and sublease income from third parties during fiscal 2019, 2018 and 2017 was as follows:
i
Fiscal
2019
2018
2017
Rental
expense
$
i666,461
$
i653,531
$
i617,014
Sublease
income from third parties
(i26,863
)
(i28,219
)
(i28,992
)
/i
Future
minimum rental commitments under non-cancelable operating leases as of August 31, 2019 were as follows:
Operating Lease Payments
Operating Sublease Income
2020
$
i688,020
$
(i24,884
)
2021
i597,307
(i17,908
)
2022
i516,544
(i8,535
)
2023
i428,481
(i7,541
)
2024
i363,107
(i7,184
)
Thereafter
i1,246,097
(i30,708
)
$
i3,839,556
$
(i96,760
)
/
16. iCOMMITMENTS
AND CONTINGENCIES
Commitments
We have either the right to purchase at fair value or, if certain events occur, may be required to purchase at fair value outstanding shares of our SinnerSchrader AG subsidiary. As of August 31, 2019 and 2018, we have reflected the fair value of approximately $i10,000
and $i47,000, respectively, related to redeemable common stock of the subsidiary in Other accrued liabilities in the Consolidated Balance Sheets.
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.
These arrangements with clients can include provisions whereby we have joint and several liability in relation to the performance of certain contractual obligations along with third parties also providing services and products for a specific project. In addition, our consulting arrangements may include warranty provisions that our solutions will substantially operate in accordance with the applicable system requirements. Indemnification provisions are also included in arrangements under which we agree to hold the indemnified party harmless with respect to third-party claims related to such matters as title to assets sold or licensed or certain intellectual property rights.
Typically, we have contractual recourse against third parties for certain payments we made in connection with arrangements where third-party nonperformance has given rise to the client’s claim. Payments we made under any of the arrangements
described above are generally conditioned on the client making a claim, which may be disputed by us typically under dispute resolution procedures specified in the particular arrangement. The limitations of liability under these arrangements may be expressly limited or may not be expressly specified in terms of time and/or amount.
As of August 31, 2019 and 2018, our aggregate potential liability to our clients for expressly limited guarantees involving the performance of third parties was approximately $i794,000
and $i782,000, respectively, of which all but approximately $i128,000
and $i130,000, 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
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
liability, as it is inherently difficult to predict the maximum potential amount of such payments, due to the conditional nature and unique facts of each particular arrangement.
To date, we have not been required to make any significant payment under any of the arrangements described above. We have assessed the current status of performance/payment risk related to arrangements with limited guarantees, warranty obligations, unspecified limitations and/or indemnification provisions and believe that any potential payments would be
immaterial to the Consolidated Financial Statements.
Legal Contingencies
As of August 31, 2019, we or our present personnel had been named as a defendant in various litigation matters. We and/or our personnel also from time to time are involved in investigations by various regulatory or legal authorities concerning matters arising in the course of our business around the world. Based on the present status of these matters, including the putative class action lawsuit discussed below, management believes the range of reasonably possible losses in addition to amounts accrued, net of insurance recoveries, will not have a material effect on our results of operations or financial condition.
On July
24, 2019, Accenture was named in a putative class action lawsuit filed by consumers of Marriott International, Inc. (“Marriott”) in the U.S. District Court for the District of Maryland. The complaint alleges negligence by us, and seeks monetary damages, costs and attorneys’ fees and other related relief, relating to a data security incident involving unauthorized access to the reservations database of Starwood Worldwide Resorts, Inc. (“Starwood”), which was acquired by Marriott on September 23, 2016. Since 2009, we have provided certain IT infrastructure outsourcing services to Starwood. We believe the lawsuit is without merit and we will vigorously defend it. We cannot reasonably estimate a range of loss, if any, at this time.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
17. iSEGMENT
REPORTING
Operating segments are components of an enterprise where separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance.
Our chief operating decision makers are our Chief Executive Officer and Chief Financial Officer. Our operating segments are managed separately because each operating segment represents a strategic business unit providing consulting and outsourcing services to clients in different industries.
iOur
reportable operating segments are our five operating groups, which are Communications, Media & Technology, Financial Services, Health & Public Service, Products and Resources. Information regarding our reportable operating segments is as follows:
Fiscal
2019
Communications,
Media & Technology
Financial Services
Health & Public Service
Products
Resources
Other
Total
Revenues
$
i8,757,250
$
i8,493,819
$
i7,160,787
$
i12,004,934
$
i6,771,976
$
i26,247
$
i43,215,013
Depreciation
and amortization (2)
i146,607
i150,451
i154,177
i282,772
i158,753
i—
i892,760
Operating
income
i1,554,820
i1,237,918
i738,974
i1,719,881
i1,053,481
i—
i6,305,074
Net
assets (liabilities) as of August 31 (3)
i1,202,697
(i46,302
)
i1,092,836
i1,736,031
i1,016,019
i92,224
i5,093,505
2018
Revenues
(1)
$
i8,229,842
$
i8,565,695
$
i6,877,779
$
i11,337,863
$
i5,942,012
$
i39,343
$
i40,992,534
Depreciation
and amortization (2)
i176,232
i161,451
i171,084
i271,853
i146,156
i—
i926,776
Operating
income (1)
i1,379,914
i1,365,427
i765,838
i1,663,852
i723,748
i—
i5,898,779
Net
assets as of August 31 (3)
i984,345
i23,666
i989,150
i1,571,620
i1,046,216
i153,725
i4,768,722
2017
Revenues
(1)
$
i7,097,353
$
i7,654,465
$
i6,360,695
$
i9,921,960
$
i5,096,324
$
i46,044
$
i36,176,841
Depreciation
and amortization (2)
i148,690
i147,343
i143,659
i228,400
i133,697
i—
i801,789
Operating
income (1)
i1,057,334
i1,256,125
i715,136
i1,573,477
i589,330
i—
i5,191,402
Net
assets as of August 31 (3)
i916,325
i155,386
i911,605
i1,299,898
i953,820
i112,264
i4,349,298
_______________
(1)
Effective
September 1, 2018, we adopted FASB ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and FASB ASU No. 2017-07, Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. Prior period amounts have been revised to conform with the current period presentation. In addition, we updated operating group results for fiscal 2018 to include an acquisition previously categorized within Other.
(2)
Amounts include depreciation
on property and equipment and amortization of intangible assets controlled by each operating segment, as well as an allocation for amounts they do not directly control.
(3)
We do not allocate total assets by operating segment. Operating segment assets directly attributed to an operating segment and provided to the chief operating decision makers include receivables and current and non-current contract assets, deferred contract costs and current and non-current deferred revenues.
The
accounting policies of the operating segments are the same as those described in Note 1 (Summary of Significant Accounting Policies) to these Consolidated Financial Statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
i
Revenues
are attributed to geographic regions and countries based on where client services are supervised. Information regarding geographic regions and countries is as follows:
Fiscal
North America
Europe
Growth
Markets
Total
2019
Revenues
$
i19,986,136
$
i14,680,739
$
i8,548,138
$
i43,215,013
Property
and equipment, net as of August 31
i395,782
i354,362
i641,022
i1,391,166
2018
Revenues
(1)
$
i18,460,395
$
i14,625,769
$
i7,906,370
$
i40,992,534
Property
and equipment, net as of August 31
i375,237
i319,487
i569,296
i1,264,020
2017
Revenues
(1)
$
i16,889,272
$
i12,471,454
$
i6,816,115
$
i36,176,841
Property
and equipment, net as of August 31
i274,463
i294,154
i571,981
i1,140,598
_______________
/
(1)
Effective
September 1, 2018, we adopted FASB ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). Prior period amounts have been revised to conform with the current period presentation.
Our business in the United States represented i44%,
i43% and i45% of our consolidated revenues during fiscal
2019, 2018 and 2017, respectively. No other country individually comprised 10% or more of our consolidated revenues during these periods. Business in Ireland, our country of domicile, represented approximately i1% of our consolidated revenues during each of fiscal 2019, 2018 and 2017.
i
We
conduct business in Ireland and in the following countries that hold 10% or more of our total consolidated Property and equipment, net:
Effective
September 1, 2018, we adopted FASB ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). Prior period amounts have been revised to conform with the current period presentation.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (continued)
(In
thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
18. iQUARTERLY DATA (unaudited)
i
Fiscal
2019
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Annual
Revenues
$
i10,605,546
$
i10,454,129
$
i11,099,688
$
i11,055,650
$
i43,215,013
Cost
of services
i7,308,121
i7,399,780
i7,571,390
i7,621,034
i29,900,325
Operating
income
i1,629,012
i1,386,626
i1,717,943
i1,571,493
i6,305,074
Net
income
i1,291,324
i1,140,720
i1,268,649
i1,145,548
i4,846,241
Net
income attributable to Accenture plc
i1,274,720
i1,124,449
i1,249,516
i1,130,427
i4,779,112
Weighted
average Class A ordinary shares:
—Basic
i638,877,445
i638,639,729
i637,831,341
i637,049,388
i638,098,125
—Diluted
i652,151,450
i649,170,699
i649,297,717
i650,523,417
i650,204,873
Earnings
per Class A ordinary share:
—Basic
$
i2.00
$
i1.76
$
i1.96
$
i1.77
$
i7.49
—Diluted
$
i1.96
$
i1.73
$
i1.93
$
i1.74
$
i7.36
Fiscal
2018 (1)
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Annual
Revenues
$
i9,884,313
$
i9,909,238
$
i10,694,996
$
i10,503,987
$
i40,992,534
Cost
of services
i6,820,160
i7,049,698
i7,362,981
i7,266,331
i28,499,170
Operating
income
i1,498,176
i1,296,044
i1,634,875
i1,469,684
i5,898,779
Net
income
i1,188,542
i919,540
i1,058,141
i1,048,371
i4,214,594
Net
income attributable to Accenture plc
i1,123,660
i863,703
i1,043,020
i1,029,524
i4,059,907
Weighted
average Class A ordinary shares:
—Basic
i615,835,525
i617,854,667
i639,217,344
i640,575,241
i628,451,742
—Diluted
i656,671,417
i656,118,796
i654,600,026
i653,960,751
i655,296,150
Earnings
per Class A ordinary share:
—Basic
$
i1.82
$
i1.40
$
i1.63
$
i1.61
$
i6.46
—Diluted
$
i1.79
$
i1.37
$
i1.60
$
i1.58
$
i6.34
_______________
/
(1)
Effective
September 1, 2018, we adopted FASB ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and FASB ASU No. 2017-07, Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. Prior period amounts have been revised to conform with the current period presentation.
F- 44
Dates Referenced Herein and Documents Incorporated by Reference
