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Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

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

For the quarterly period ended February 28, 2021
OR

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

Commission File Number: 001-34448
Accenture plc
(Exact name of registrant as specified in its charter)

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

1 Grand Canal Square,
Grand Canal Harbour,
Dublin 2, Ireland
(Address of principal executive offices)
(353) (1) 646-2000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer | ☑ | Accelerated filer | ☐ | Non-accelerated filer | ☐
Smaller reporting company | ☐ | Emerging growth company | ☐ |  |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
The number of shares of the registrant’s Class A ordinary shares, par value $0.0000225 per share, outstanding as of March 4, 2021 was 665,114,728 (which number includes 29,467,523 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 March 4, 2021 was 521,004.

Table of Contents

|  | Page
Part I. | Financial Information | 3
Item 1. | Financial Statements | 3
| Consolidated Balance Sheets as of February 28, 202 1 (Unaudited) and August 31, 2020 | 3
| Consolidated Income Statements (Unaudited) for the three and six months ended February 28, 202 1 and February 29, 2020 | 4
| Consolidated Statements of Comprehensive Income (Unaudited) for the three and six months ended February 28, 2021 and February 29, 2020 | 5
| Consolidated Shareholders’ Equity Statement (Unaudited) for the three and six months ended February 28, 202 1 and February 29, 2020 | 6
| Consolidated Cash Flows Statements (Unaudited) for the six months ended February 2 8, 202 1 and February 29, 20 20 | 10
| Notes to Consolidated Financial Statements (Unaudited) | 11
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 21
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 34
Item 4. | Controls and Procedures | 34
Part II. | Other Information | 35
Item 1. | Legal Proceedings | 35
Item 1A. | Risk Factors | 35
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 35
Item 3. | Defaults Upon Senior Securities | 35
Item 4. | Mine Safety Disclosures | 36
Item 5. | Other Information | 36
Item 6. | Exhibits | 36
Signatures | 37

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

Part I — Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets
February 28, 2021 and August 31, 2020

| February 28, 2021 |  | August 31, 2020
ASSETS | (Unaudited) |  |
CURRENT ASSETS: |  |  |
Cash and cash equivalents | $ | 9,166,578 |  |  | $ | 8,415,330 |
Short-term investments | 3,518 |  |  | 94,309 |
Receivables and contract assets | 8,725,392 |  |  | 7,846,892 |
Other current assets | 1,665,232 |  |  | 1,393,225 |
Total current assets | 19,560,720 |  |  | 17,749,756 |
NON-CURRENT ASSETS: |  |  |
Contract assets | 44,485 |  |  | 43,257 |
Investments | 306,162 |  |  | 324,514 |
Property and equipment, net | 1,500,781 |  |  | 1,545,568 |
Lease assets | 3,145,755 |  |  | 3,183,346 |
Goodwill | 8,752,119 |  |  | 7,709,820 |
Deferred contract costs | 714,586 |  |  | 723,168 |
Deferred tax assets | 4,179,778 |  |  | 4,153,146 |
Other non-current assets | 1,781,015 |  |  | 1,646,018 |
Total non-current assets | 20,424,681 |  |  | 19,328,837 |
TOTAL ASSETS | $ | 39,985,401 |  |  | $ | 37,078,593 |
LIABILITIES AND SHAREHOLDERS’ EQUITY |  |  |
CURRENT LIABILITIES: |  |  |
Current portion of long-term debt and bank borrowings | $ | 9,040 |  |  | $ | 7,820 |
Accounts payable | 1,740,395 |  |  | 1,349,874 |
Deferred revenues | 4,181,625 |  |  | 3,636,741 |
Accrued payroll and related benefits | 5,551,999 |  |  | 5,083,950 |
Income taxes payable | 439,820 |  |  | 453,542 |
Lease liabilities | 733,082 |  |  | 756,057 |
Accrued consumption taxes | 740,868 |  |  | 662,409 |
Other accrued liabilities | 693,839 |  |  | 712,197 |
Total current liabilities | 14,090,668 |  |  | 12,662,590 |
NON-CURRENT LIABILITIES: |  |  |
Long-term debt | 59,323 |  |  | 54,052 |
Deferred revenues | 685,193 |  |  | 690,931 |
Retirement obligation | 1,919,561 |  |  | 1,859,444 |
Deferred tax liabilities | 240,741 |  |  | 179,703 |
Income taxes payable | 960,322 |  |  | 930,695 |
Lease liabilities | 2,672,945 |  |  | 2,667,584 |
Other non-current liabilities | 514,221 |  |  | 534,421 |
Total non-current liabilities | 7,052,306 |  |  | 6,916,830 |
COMMITMENTS AND CONTINGENCIES |  |  |
SHAREHOLDERS’ EQUITY: |  |  |
Ordinary shares, par value 1.00 euros per share, 40,000 shares authorized and issued as of February 28, 2021 and August 31, 2020 | 57 |  |  | 57 |
Class A ordinary shares, par value $0.0000225 per share, 20,000,000,000 shares authorized, 665,114,728 and 658,548,895 shares issued as of February 28, 2021 and August 31, 2020, respectively | 15 |  |  | 15 |
Class X ordinary shares, par value $0.0000225 per share, 1,000,000,000 shares authorized, 521,004 and 527,509 shares issued and outstanding as of February 28, 2021 and August 31, 2020, respectively | — |  |  | — |
Restricted share units | 1,207,161 |  |  | 1,585,302 |
Additional paid-in capital | 8,389,344 |  |  | 7,167,227 |
Treasury shares, at cost: Ordinary, 40,000 shares as of February 28, 2021 and August 31, 2020; Class A ordinary, 29,467,505 and 24,383,369 shares as of February 28, 2021 and August 31, 2020, respectively | (3,913,917) |  |  | (2,565,761) |
Retained earnings | 14,035,805 |  |  | 12,375,533 |
Accumulated other comprehensive loss | (1,410,438) |  |  | (1,561,837) |
Total Accenture plc shareholders’ equity | 18,308,027 |  |  | 17,000,536 |
Noncontrolling interests | 534,400 |  |  | 498,637 |
Total shareholders’ equity | 18,842,427 |  |  | 17,499,173 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 39,985,401 |  |  | $ | 37,078,593 |

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

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

Consolidated Income Statements
For the Three and Six Months Ended February 28, 2021 and February 29, 2020
(Unaudited)

| Three Months Ended |  | Six Months Ended
| February 28, 2021 |  | February 29, 2020 |  | February 28, 2021 |  | February 29, 2020
REVENUES: |  |  |  |  |  |  |
Revenues | $ | 12,088,125 |  |  | $ | 11,141,505 |  |  | $ | 23,850,310 |  |  | $ | 22,500,463 |
OPERATING EXPENSES: |  |  |  |  |  |  |
Cost of services | 8,492,893 |  |  | 7,782,334 |  |  | 16,356,782 |  |  | 15,493,533 |
Sales and marketing | 1,139,486 |  |  | 1,162,653 |  |  | 2,366,662 |  |  | 2,353,776 |
General and administrative costs | 802,231 |  |  | 707,573 |  |  | 1,582,682 |  |  | 1,396,946 |
Total operating expenses | 10,434,610 |  |  | 9,652,560 |  |  | 20,306,126 |  |  | 19,244,255 |
OPERATING INCOME | 1,653,515 |  |  | 1,488,945 |  |  | 3,544,184 |  |  | 3,256,208 |
Interest income | 8,407 |  |  | 21,386 |  |  | 19,092 |  |  | 48,805 |
Interest expense | (8,922) |  |  | (8,567) |  |  | (17,776) |  |  | (14,041) |
Other income (expense), net | 109,443 |  |  | 7,792 |  |  | 203,810 |  |  | 19,231 |
INCOME BEFORE INCOME TAXES | 1,762,443 |  |  | 1,509,556 |  |  | 3,749,310 |  |  | 3,310,203 |
Income tax expense | 300,950 |  |  | 257,474 |  |  | 765,760 |  |  | 682,953 |
NET INCOME | 1,461,493 |  |  | 1,252,082 |  |  | 2,983,550 |  |  | 2,627,250 |
Net income attributable to noncontrolling interest in Accenture Canada Holdings Inc. | (1,602) |  |  | (1,532) |  |  | (3,302) |  |  | (3,273) |
Net income attributable to noncontrolling interests – other | (19,032) |  |  | (15,810) |  |  | (39,113) |  |  | (32,269) |
NET INCOME ATTRIBUTABLE TO ACCENTURE PLC | $ | 1,440,859 |  |  | $ | 1,234,740 |  |  | $ | 2,941,135 |  |  | $ | 2,591,708 |
Weighted average Class A ordinary shares: |  |  |  |  |  |  |
Basic | 635,993,980 |  |  | 637,485,626 |  |  | 635,137,704 |  |  | 636,594,169 |
Diluted | 646,321,916 |  |  | 648,833,880 |  |  | 646,803,693 |  |  | 649,210,807 |
Earnings per Class A ordinary share: |  |  |  |  |  |  |
Basic | $ | 2.27 |  |  | $ | 1.94 |  |  | $ | 4.63 |  |  | $ | 4.07 |
Diluted | $ | 2.23 |  |  | $ | 1.91 |  |  | $ | 4.55 |  |  | $ | 4.00 |
Cash dividends per share | $ | 0.88 |  |  | $ | 0.80 |  |  | $ | 1.76 |  |  | $ | 1.60 |

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

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

Consolidated Statements Of Comprehensive Income
For the Three and Six Months Ended February 28, 2021 and February 29, 2020
(Unaudited)

| Three Months Ended |  | Six Months Ended
| February 28, 2021 |  | February 29, 2020 |  | February 28, 2021 |  | February 29, 2020
NET INCOME | $ | 1,461,493 |  |  | $ | 1,252,082 |  |  | $ | 2,983,550 |  |  | $ | 2,627,250 |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX: |  |  |  |  |  |  |
Foreign currency translation | 98,999 |  |  | (47,448) |  |  | 166,311 |  |  | (9,718) |
Defined benefit plans | 10,255 |  |  | 9,805 |  |  | 21,136 |  |  | 18,557 |
Cash flow hedges | (40,490) |  |  | 15,354 |  |  | (36,097) |  |  | 29,481 |
Investments | — |  |  | — |  |  | 49 |  |  | — |
OTHER COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO ACCENTURE PLC | 68,764 |  |  | (22,289) |  |  | 151,399 |  |  | 38,320 |
Other comprehensive income (loss) attributable to noncontrolling interests | 511 |  |  | (1,157) |  |  | 1,972 |  |  | 23 |
COMPREHENSIVE INCOME | $ | 1,530,768 |  |  | $ | 1,228,636 |  |  | $ | 3,136,921 |  |  | $ | 2,665,593 |
COMPREHENSIVE INCOME ATTRIBUTABLE TO ACCENTURE PLC | $ | 1,509,623 |  |  | $ | 1,212,451 |  |  | $ | 3,092,534 |  |  | $ | 2,630,028 |
Comprehensive income attributable to noncontrolling interests | 21,145 |  |  | 16,185 |  |  | 44,387 |  |  | 35,565 |
COMPREHENSIVE INCOME | $ | 1,530,768 |  |  | $ | 1,228,636 |  |  | $ | 3,136,921 |  |  | $ | 2,665,593 |

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

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

Consolidated Shareholders’ Equity Statement
For the Three Months Ended February 28, 2021
(Unaudited)

| Ordinary Shares |  | Class A Ordinary Shares |  | Class X Ordinary Shares |  | Restricted Share Units |  | Additional Paid-in Capital |  | Treasury Shares |  | Retained Earnings |  | Accumulated Other Comprehensive Loss |  | Total Accenture plc Shareholders’ Equity |  | Noncontrolling Interests |  | Total Shareholders’ Equity
| $ |  | No. Shares |  | $ |  | No. Shares |  | $ |  | No. Shares |  |  |  | $ |  | No. Shares |  |  |  |  |
Balance as of November 30, 2020 | $ | 57 |  |  | 40 |  |  | $ | 15 |  |  | 660,519 |  |  | $ | — |  |  | 527 |  |  | $ | 1,721,681 |  |  | $ | 7,551,089 |  |  | $ | (3,163,841) |  |  | (26,939) |  |  | $ | 13,276,702 |  |  | $ | (1,479,202) |  |  | $ | 17,906,501 |  |  | $ | 519,715 |  |  | $ | 18,426,216 |
Net income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 1,440,859 |  |  |  |  | 1,440,859 |  |  | 20,634 |  |  | 1,461,493 |
Other comprehensive income (loss) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 68,764 |  |  | 68,764 |  |  | 511 |  |  | 69,275 |
Purchases of Class A shares |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 1,156 |  |  | (1,180,077) |  |  | (4,623) |  |  |  |  |  |  | (1,178,921) |  |  | (1,156) |  |  | (1,180,077) |
Share-based compensation expense |  |  |  |  |  |  |  |  |  |  |  |  | 424,892 |  |  |  |  |  |  |  |  |  |  |  |  | 424,892 |  |  |  |  | 424,892 |
Purchases/redemptions of Accenture Canada Holdings Inc. exchangeable shares and Class X shares |  |  |  |  |  |  |  |  |  |  | (6) |  |  |  |  | (4,509) |  |  |  |  |  |  |  |  |  |  | (4,509) |  |  |  |  | (4,509) |
Issuances of Class A shares for employee share programs |  |  |  |  |  |  | 4,596 |  |  |  |  |  |  | (961,863) |  |  | 838,732 |  |  | 430,001 |  |  | 2,054 |  |  | (98,880) |  |  |  |  | 207,990 |  |  | 205 |  |  | 208,195 |
Dividends |  |  |  |  |  |  |  |  |  |  |  |  | 22,451 |  |  |  |  |  |  |  |  | (582,876) |  |  |  |  | (560,425) |  |  | (617) |  |  | (561,042) |
Other, net |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 2,876 |  |  |  |  |  |  |  |  |  |  | 2,876 |  |  | (4,892) |  |  | (2,016) |
Balance as of February 28, 2021 | $ | 57 |  |  | 40 |  |  | $ | 15 |  |  | 665,115 |  |  | $ | — |  |  | 521 |  |  | $ | 1,207,161 |  |  | $ | 8,389,344 |  |  | $ | (3,913,917) |  |  | (29,508) |  |  | $ | 14,035,805 |  |  | $ | (1,410,438) |  |  | $ | 18,308,027 |  |  | $ | 534,400 |  |  | $ | 18,842,427 |

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

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

Consolidated Shareholders’ Equity Statement — (continued)
For the Three Months Ended February 29, 2020
(Unaudited)

| Ordinary Shares |  | Class A Ordinary Shares |  | Class X Ordinary Shares |  | Restricted Share Units |  | Additional Paid-in Capital |  | Treasury Shares |  | Retained Earnings |  | Accumulated Other Comprehensive Loss |  | Total Accenture plc Shareholders’ Equity |  | Noncontrolling Interests |  | Total Shareholders’ Equity
| $ |  | No. Shares |  | $ |  | No. Shares |  | $ |  | No. Shares |  |  |  | $ |  | No. Shares |  |  |  |  |
Balance as of November 30, 2019 | $ | 57 |  |  | 40 |  |  | $ | 15 |  |  | 656,946 |  |  | $ | — |  |  | 594 |  |  | $ | 1,525,898 |  |  | $ | 6,162,252 |  |  | $ | (1,977,391) |  |  | (21,990) |  |  | $ | 11,236,275 |  |  | $ | (1,779,968) |  |  | $ | 15,167,138 |  |  | $ | 434,070 |  |  | $ | 15,601,208 |
Net income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 1,234,740 |  |  |  |  | 1,234,740 |  |  | 17,342 |  |  | 1,252,082 |
Other comprehensive income (loss) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | (22,289) |  |  | (22,289) |  |  | (1,157) |  |  | (23,446) |
Purchases of Class A shares |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 1,055 |  |  | (968,034) |  |  | (4,683) |  |  |  |  |  |  | (966,979) |  |  | (1,055) |  |  | (968,034) |
Share-based compensation expense |  |  |  |  |  |  |  |  |  |  |  |  | 371,846 |  |  | 459 |  |  |  |  |  |  |  |  |  |  | 372,305 |  |  |  |  | 372,305 |
Purchases/redemptions of Accenture Canada Holdings Inc. exchangeable shares and Class X shares |  |  |  |  |  |  |  |  |  |  | (6) |  |  |  |  | (2,022) |  |  |  |  |  |  |  |  |  |  | (2,022) |  |  |  |  | (2,022) |
Issuances of Class A shares for employee share programs |  |  |  |  |  |  | 4,796 |  |  |  |  |  |  | (822,243) |  |  | 720,701 |  |  | 374,169 |  |  | 2,122 |  |  | (72,845) |  |  |  |  | 199,782 |  |  | 218 |  |  | 200,000 |
Dividends |  |  |  |  |  |  |  |  |  |  |  |  | 20,059 |  |  |  |  |  |  |  |  | (530,663) |  |  |  |  | (510,604) |  |  | (634) |  |  | (511,238) |
Other, net |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 2,518 |  |  |  |  |  |  |  |  |  |  | 2,518 |  |  | (2,567) |  |  | (49) |
Balance as of February 29, 2020 | $ | 57 |  |  | 40 |  |  | $ | 15 |  |  | 661,742 |  |  | $ | — |  |  | 588 |  |  | $ | 1,095,560 |  |  | $ | 6,884,963 |  |  | $ | (2,571,256) |  |  | (24,551) |  |  | $ | 11,867,507 |  |  | $ | (1,802,257) |  |  | $ | 15,474,589 |  |  | $ | 446,217 |  |  | $ | 15,920,806 |

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

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

Consolidated Shareholders’ Equity Statement — (continued)
For the Six Months Ended February 28, 2021
(Unaudited)

| Ordinary Shares |  | Class A Ordinary Shares |  | Class X Ordinary Shares |  | Restricted Share Units |  | Additional Paid-in Capital |  | Treasury Shares |  | Retained Earnings |  | Accumulated Other Comprehensive Loss |  | Total Accenture plc Shareholders’ Equity |  | Noncontrolling Interests |  | Total Shareholders’ Equity
| $ |  | No. Shares |  | $ |  | No. Shares |  | $ |  | No. Shares |  |  |  | $ |  | No. Shares |  |  |  |  |
Balance as of August 31, 2020 | $ | 57 |  |  | 40 |  |  | $ | 15 |  |  | 658,549 |  |  | $ | — |  |  | 528 |  |  | $ | 1,585,302 |  |  | $ | 7,167,227 |  |  | $ | (2,565,761) |  |  | (24,423) |  |  | $ | 12,375,533 |  |  | $ | (1,561,837) |  |  | $ | 17,000,536 |  |  | $ | 498,637 |  |  | $ | 17,499,173 |
Net income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 2,941,135 |  |  |  |  | 2,941,135 |  |  | 42,415 |  |  | 2,983,550 |
Other comprehensive income (loss) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 151,399 |  |  | 151,399 |  |  | 1,972 |  |  | 153,371 |
Purchases of Class A shares |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 1,921 |  |  | (1,948,472) |  |  | (7,964) |  |  |  |  |  |  | (1,946,551) |  |  | (1,921) |  |  | (1,948,472) |
Share-based compensation expense |  |  |  |  |  |  |  |  |  |  |  |  | 695,118 |  |  | 41,095 |  |  |  |  |  |  |  |  |  |  | 736,213 |  |  |  |  | 736,213 |
Purchases/redemptions of Accenture Canada Holdings Inc. exchangeable shares and Class X shares |  |  |  |  |  |  |  |  |  |  | (7) |  |  |  |  | (5,009) |  |  |  |  |  |  |  |  |  |  | (5,009) |  |  |  |  | (5,009) |
Issuances of Class A shares for employee share programs |  |  |  |  |  |  | 6,566 |  |  |  |  |  |  | (1,114,936) |  |  | 1,182,515 |  |  | 600,316 |  |  | 2,879 |  |  | (121,342) |  |  |  |  | 546,553 |  |  | 533 |  |  | 547,086 |
Dividends |  |  |  |  |  |  |  |  |  |  |  |  | 41,677 |  |  |  |  |  |  |  |  | (1,159,521) |  |  |  |  | (1,117,844) |  |  | (1,250) |  |  | (1,119,094) |
Other, net |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 1,595 |  |  |  |  |  |  |  |  |  |  | 1,595 |  |  | (5,986) |  |  | (4,391) |
Balance as of February 28, 2021 | $ | 57 |  |  | 40 |  |  | $ | 15 |  |  | 665,115 |  |  | $ | — |  |  | 521 |  |  | $ | 1,207,161 |  |  | $ | 8,389,344 |  |  | $ | (3,913,917) |  |  | (29,508) |  |  | $ | 14,035,805 |  |  | $ | (1,410,438) |  |  | $ | 18,308,027 |  |  | $ | 534,400 |  |  | $ | 18,842,427 |

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

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

Consolidated Shareholders’ Equity Statement — (continued)
For the Six Months Ended February 29, 2020
(Unaudited)

| Ordinary Shares |  | Class A Ordinary Shares |  | Class X Ordinary Shares |  | Restricted Share Units |  | Additional Paid-in Capital |  | Treasury Shares |  | Retained Earnings |  | Accumulated Other Comprehensive Loss |  | Total Accenture plc Shareholders’ Equity |  | Noncontrolling Interests |  | Total Shareholders’ Equity
| $ |  | No. Shares |  | $ |  | No. Shares |  | $ |  | No. Shares |  |  |  | $ |  | No. Shares |  |  |  |  |
Balance as of August 31, 2019 | $ | 57 |  |  | 40 |  |  | $ | 15 |  |  | 654,739 |  |  | $ | — |  |  | 609 |  |  | $ | 1,411,903 |  |  | $ | 5,804,448 |  |  | $ | (1,388,376) |  |  | (19,005) |  |  | $ | 10,421,538 |  |  | $ | (1,840,577) |  |  | $ | 14,409,008 |  |  | $ | 418,683 |  |  | $ | 14,827,691 |
Net income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 2,591,708 |  |  |  |  | 2,591,708 |  |  | 35,542 |  |  | 2,627,250 |
Other comprehensive income (loss) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 38,320 |  |  | 38,320 |  |  | 23 |  |  | 38,343 |
Purchases of Class A shares |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 1,866 |  |  | (1,692,652) |  |  | (8,504) |  |  |  |  |  |  | (1,690,786) |  |  | (1,866) |  |  | (1,692,652) |
Share-based compensation expense |  |  |  |  |  |  |  |  |  |  |  |  | 610,523 |  |  | 36,711 |  |  |  |  |  |  |  |  |  |  | 647,234 |  |  |  |  | 647,234 |
Purchases/redemptions of Accenture Canada Holdings Inc. exchangeable shares and Class X shares |  |  |  |  |  |  |  |  |  |  | (21) |  |  |  |  | (6,615) |  |  |  |  |  |  |  |  |  |  | (6,615) |  |  |  |  | (6,615) |
Issuances of Class A shares for employee share programs |  |  |  |  |  |  | 7,003 |  |  |  |  |  |  | (965,168) |  |  | 1,044,361 |  |  | 509,772 |  |  | 2,958 |  |  | (89,108) |  |  |  |  | 499,857 |  |  | 543 |  |  | 500,400 |
Dividends |  |  |  |  |  |  |  |  |  |  |  |  | 38,302 |  |  |  |  |  |  |  |  | (1,056,631) |  |  |  |  | (1,018,329) |  |  | (1,290) |  |  | (1,019,619) |
Other, net |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 4,192 |  |  |  |  |  |  |  |  |  |  | 4,192 |  |  | (5,418) |  |  | (1,226) |
Balance as of February 29, 2020 | $ | 57 |  |  | 40 |  |  | $ | 15 |  |  | 661,742 |  |  | $ | — |  |  | 588 |  |  | $ | 1,095,560 |  |  | $ | 6,884,963 |  |  | $ | (2,571,256) |  |  | (24,551) |  |  | $ | 11,867,507 |  |  | $ | (1,802,257) |  |  | $ | 15,474,589 |  |  | $ | 446,217 |  |  | $ | 15,920,806 |

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

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

Consolidated Cash Flows Statements
For the Six Months Ended February 28, 2021 and February 29, 2020
(Unaudited)

| February 28, 2021 |  | February 29, 2020
CASH FLOWS FROM OPERATING ACTIVITIES: |  |  |
Net income | $ | 2,983,550 |  |  | $ | 2,627,250 |
Adjustments to reconcile Net income to Net cash provided by (used in) operating activities — |  |  |
Depreciation, amortization and other | 925,975 |  |  | 841,574 |
Share-based compensation expense | 736,213 |  |  | 647,234 |
Deferred tax expense (benefit) | 4,506 |  |  | 86,989 |
Other, net | (260,222) |  |  | (169,286) |
Change in assets and liabilities, net of acquisitions — |  |  |
Receivables and contract assets, current and non-current | (686,924) |  |  | (320,707) |
Other current and non-current assets | (339,380) |  |  | (438,456) |
Accounts payable | 364,506 |  |  | (120,997) |
Deferred revenues, current and non-current | 446,304 |  |  | 423,056 |
Accrued payroll and related benefits | 350,559 |  |  | (831,611) |
Income taxes payable, current and non-current | (19,978) |  |  | (37,266) |
Other current and non-current liabilities | (367,543) |  |  | (390,228) |
Net cash provided by (used in) operating activities | 4,137,566 |  |  | 2,317,552 |
CASH FLOWS FROM INVESTING ACTIVITIES: |  |  |
Purchases of property and equipment | (185,625) |  |  | (260,433) |
Purchases of businesses and investments, net of cash acquired | (1,115,175) |  |  | (584,304) |
Proceeds from sales of businesses and investments | 410,142 |  |  | 79,200 |
Other investing, net | 4,896 |  |  | 2,355 |
Net cash provided by (used in) investing activities | (885,762) |  |  | (763,182) |
CASH FLOWS FROM FINANCING ACTIVITIES: |  |  |
Proceeds from issuance of shares | 547,086 |  |  | 500,400 |
Purchases of shares | (1,953,481) |  |  | (1,699,267) |
Proceeds from (repayments of) long-term debt, net | (724) |  |  | (366) |
Cash dividends paid | (1,119,094) |  |  | (1,019,619) |
Other, net | (19,971) |  |  | (18,648) |
Net cash provided by (used in) financing activities | (2,546,184) |  |  | (2,237,500) |
Effect of exchange rate changes on cash and cash equivalents | 45,628 |  |  | (7,267) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 751,248 |  |  | (690,397) |
CASH AND CASH EQUIVALENTS, beginning of period | 8,415,330 |  |  | 6,126,853 |
CASH AND CASH EQUIVALENTS, end of period | $ | 9,166,578 |  |  | $ | 5,436,456 |
SUPPLEMENTAL CASH FLOW INFORMATION: |  |  |
Income taxes paid, net | $ | 746,219 |  |  | $ | 796,248 |

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

Table of Contents |  | Notes To Consolidated Financial Statements (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed) |
ACCENTURE FORM 10-Q |  | 11

1. Basis Of Presentation
The accompanying unaudited interim Consolidated Financial Statements of Accenture plc and its controlled subsidiary companies have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. We use the terms “Accenture,” “we” and “our” in the Notes to Consolidated Financial Statements to refer to Accenture plc and its subsidiaries. These Consolidated Financial Statements should therefore be read in conjunction with the Consolidated Financial Statements and Notes thereto for the fiscal year ended August 31, 2020 included in our Annual Report on Form 10-K filed with the SEC on October 22, 2020.
The accompanying unaudited interim Consolidated Financial Statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions that we may undertake in the future, actual results may differ from those estimates. The Consolidated Financial Statements reflect all adjustments of a normal, recurring nature that are, in the opinion of management, necessary for a fair presentation of results for these interim periods. The results of operations for the three and six months ended February 28, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending August 31, 2021.
Allowance for Credit Losses - Client Receivables and Contract Assets
We record client receivables and contract assets at their face amounts less an allowance for credit losses. The allowance represents our estimate of expected credit losses based on historical experience, current economic conditions and certain forward-looking information. As of February 28, 2021 and August 31, 2020, the total allowance for credit losses recorded for client receivables and contract assets was $39,480 and $40,277, respectively. The change in the allowance is primarily due to immaterial write-offs and changes in gross client receivables and contract assets.
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.
Investments
All available-for-sale securities and liquid investments with an original maturity greater than three months but less than one year are considered to be Short-term investments. Non-current investments consist of equity securities in publicly-traded and privately-held companies and are accounted for using either the equity or fair value measurement alternative method of accounting (for investments without readily determinable fair values).
Our non-current investments are as follows:

| February 28, 2021 |  | August 31, 2020
Equity method investments | $ | 181,238 |  |  | $ | 240,446 |
Investments without readily determinable fair values | 124,924 |  |  | 84,068 |
Total non-current investments | $ | 306,162 |  |  | $ | 324,514 |

For investments in which we can exercise significant influence but do not control, we use the equity method of accounting. Equity method investments are initially recorded at cost and our proportionate share of gains and losses of the investee are included as a component of other income (expense), net. Our equity method investments consist primarily of an investment in Duck Creek Technologies. As of February 28, 2021 and August 31, 2020, the carrying amount of our investment was $171,956 and $230,219, and the estimated fair value of our approximately 16% and 22% ownership was $847,172 and $956,308, respectively. We

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

account for the investment under the equity method because we have the ability to influence operations through the combination of our voting power and through other factors, such as representation on the board and our business relationship.
Depreciation and Amortization
As of February 28, 2021 and August 31, 2020, total accumulated depreciation was $2,522,213 and $2,313,731, respectively. See table below for summary of depreciation on fixed assets, deferred transition amortization, intangible assets amortization and operating lease cost for the three and six months ended February 28, 2021 and February 29, 2020, respectively.

| Three Months Ended |  | Six Months Ended
| February 28, 2021 |  | February 29, 2020 |  | February 28, 2021 |  | February 29, 2020
Depreciation | $ | 119,490 |  |  | $ | 122,592 |  |  | $ | 253,408 |  |  | $ | 219,682 |
Amortization - Deferred transition | 81,617 |  |  | 78,754 |  |  | 162,973 |  |  | 146,668 |
Amortization - Intangible assets | 73,746 |  |  | 55,799 |  |  | 140,953 |  |  | 109,171 |
Other - Operating lease cost | 182,922 |  |  | 184,971 |  |  | 368,641 |  |  | 366,053 |
Total depreciation, amortization and other | $ | 457,775 |  |  | $ | 442,116 |  |  | $ | 925,975 |  |  | $ | 841,574 |

Recently Adopted Accounting Pronouncements
Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2016-13 (“Topic 326”)
On September 1, 2020, we adopted FASB ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which amends guidance on recognition and measurement of credit losses and related disclosures. The amendments replace the existing incurred loss impairment model with a methodology to measure and recognize lifetime expected credit losses for all in-scope financial assets, including accounts receivable and contract assets. The adoption did not have an impact on our Consolidated Financial Statements.

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

2. Revenues
Disaggregation of Revenue
See Note 11 (Segment Reporting) to these Consolidated Financial Statements for our disaggregated revenues.
Remaining Performance Obligations
We had remaining performance obligations of approximately $21 billion and $20 billion as of February 28, 2021 and August 31, 2020, respectively. Our remaining performance obligations represent the amount of transaction price for which work has not been performed and revenue has not been recognized. The majority of our contracts are terminable by the client on short notice with little or no termination penalties, and some without notice. Under Topic 606, only the non-cancelable portion of these contracts is included in our performance obligations. Additionally, our performance obligations only include variable consideration if we assess it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty is resolved. Based on the terms of our contracts, a significant portion of what we consider contract bookings is not included in our remaining performance obligations. We expect to recognize approximately 54% of our remaining performance obligations as of February 28, 2021 as revenue in fiscal 2021, an additional 25% in fiscal 2022, and the balance thereafter.
Contract Estimates
Adjustments in contract estimates related to performance obligations satisfied or partially satisfied in prior periods were immaterial for the three and six months ended February 28, 2021 and February 29, 2020, respectively.
Contract Balances
Deferred transition revenues were $685,193 and $690,931 as of February 28, 2021 and August 31, 2020, respectively, and are included in Non-current deferred revenues. Costs related to these activities are also deferred and are expensed as the services are provided. Deferred transition costs were $714,586 and $723,168 as of February 28, 2021 and August 31, 2020, respectively, and are included in Deferred contract costs. Generally, deferred amounts are protected in the event of early termination of the contract and are monitored regularly for impairment. Impairment losses are recorded when projected remaining undiscounted operating cash flows of the related contract are not sufficient to recover the carrying amount of contract assets.
The following table provides information about the balances of our Receivables and Contract assets, net of allowance, and Contract liabilities (Deferred revenues):

| As of February 28, 2021 |  | As of August 31, 2020
Receivables | $ | 7,986,153 |  |  | $ | 7,192,110 |
Contract assets (current) | 739,239 |  |  | 654,782 |
Receivables and contract assets, net of allowance (current) | 8,725,392 |  |  | 7,846,892 |
Contract assets (non-current) | 44,485 |  |  | 43,257 |
Deferred revenues (current) | 4,181,625 |  |  | 3,636,741 |
Deferred revenues (non-current) | 685,193 |  |  | 690,931 |

Changes in the contract asset and liability balances during the six months ended February 28, 2021, were a result of normal business activity and not materially impacted by any other factors.
Revenues recognized during the three and six months ended February 28, 2021 that were included in Deferred revenues as of November 30, 2020 and August 31, 2020 were $2.0 billion and $2.8 billion, respectively. Revenues recognized during the three and six months ended February 29, 2020 that were included in Deferred revenues as of November 30, 2019 and August 31, 2019 were $1.7 billion and $2.4 billion, respectively.

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

3. Earnings Per Share
Basic and diluted earnings per share are calculated as follows:

| Three Months Ended |  | Six Months Ended
| February 28, 2021 |  | February 29, 2020 |  | February 28, 2021 |  | February 29, 2020
Basic earnings per share |  |  |  |  |  |  |
Net income attributable to Accenture plc | $ | 1,440,859 |  |  | $ | 1,234,740 |  |  | $ | 2,941,135 |  |  | $ | 2,591,708 |
Basic weighted average Class A ordinary shares | 635,993,980 |  |  | 637,485,626 |  |  | 635,137,704 |  |  | 636,594,169 |
Basic earnings per share | $ | 2.27 |  |  | $ | 1.94 |  |  | $ | 4.63 |  |  | $ | 4.07 |
Diluted earnings per share |  |  |  |  |  |  |
Net income attributable to Accenture plc | $ | 1,440,859 |  |  | $ | 1,234,740 |  |  | $ | 2,941,135 |  |  | $ | 2,591,708 |
Net income attributable to noncontrolling interest in Accenture Canada Holdings Inc. (1) | 1,602 |  |  | 1,532 |  |  | 3,302 |  |  | 3,273 |
Net income for diluted earnings per share calculation | $ | 1,442,461 |  |  | $ | 1,236,272 |  |  | $ | 2,944,437 |  |  | $ | 2,594,981 |
Basic weighted average Class A ordinary shares | 635,993,980 |  |  | 637,485,626 |  |  | 635,137,704 |  |  | 636,594,169 |
Class A ordinary shares issuable upon redemption/exchange of noncontrolling interest (1) | 707,100 |  |  | 791,272 |  |  | 712,966 |  |  | 803,393 |
Diluted effect of employee compensation related to Class A ordinary shares | 9,341,767 |  |  | 10,100,253 |  |  | 10,664,059 |  |  | 11,363,241 |
Diluted effect of share purchase plans related to Class A ordinary shares | 279,069 |  |  | 456,729 |  |  | 288,964 |  |  | 450,004 |
Diluted weighted average Class A ordinary shares | 646,321,916 |  |  | 648,833,880 |  |  | 646,803,693 |  |  | 649,210,807 |
Diluted earnings per share | $ | 2.23 |  |  | $ | 1.91 |  |  | $ | 4.55 |  |  | $ | 4.00 |

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

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

4. Accumulated Other Comprehensive Loss
The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive loss attributable to Accenture plc:

| Three Months Ended |  | Six Months Ended
| February 28, 2021 |  | February 29, 2020 |  | February 28, 2021 |  | February 29, 2020
Foreign currency translation |  |  |  |  |  |  |
Beginning balance | $ | (942,967) |  |  | $ | (1,170,245) |  |  | $ | (1,010,279) |  |  | $ | (1,207,975) |
Foreign currency translation | 102,008 |  |  | (48,678) |  |  | 169,451 |  |  | (8,533) |
Income tax benefit (expense) | (2,464) |  |  | 43 |  |  | (1,151) |  |  | (1,221) |
Portion attributable to noncontrolling interests | (545) |  |  | 1,187 |  |  | (1,989) |  |  | 36 |
Foreign currency translation, net of tax | 98,999 |  |  | (47,448) |  |  | 166,311 |  |  | (9,718) |
Ending balance | (843,968) |  |  | (1,217,693) |  |  | (843,968) |  |  | (1,217,693) |
Defined benefit plans |  |  |  |  |  |  |
Beginning balance | (604,342) |  |  | (663,571) |  |  | (615,223) |  |  | (672,323) |
Reclassifications into net periodic pension and post-retirement expense (1) | 13,742 |  |  | 13,828 |  |  | 27,337 |  |  | 26,612 |
Income tax benefit (expense) | (3,476) |  |  | (4,011) |  |  | (6,178) |  |  | (8,032) |
Portion attributable to noncontrolling interests | (11) |  |  | (12) |  |  | (23) |  |  | (23) |
Defined benefit plans, net of tax | 10,255 |  |  | 9,805 |  |  | 21,136 |  |  | 18,557 |
Ending balance | (594,087) |  |  | (653,766) |  |  | (594,087) |  |  | (653,766) |
Cash flow hedges |  |  |  |  |  |  |
Beginning balance | 68,107 |  |  | 53,120 |  |  | 63,714 |  |  | 38,993 |
Unrealized gain (loss) | (35,026) |  |  | 38,155 |  |  | (9,662) |  |  | 76,563 |
Reclassification adjustments into Cost of services | (14,391) |  |  | (18,796) |  |  | (35,286) |  |  | (38,815) |
Income tax benefit (expense) | 8,882 |  |  | (3,987) |  |  | 8,811 |  |  | (8,231) |
Portion attributable to noncontrolling interests | 45 |  |  | (18) |  |  | 40 |  |  | (36) |
Cash flow hedges, net of tax | (40,490) |  |  | 15,354 |  |  | (36,097) |  |  | 29,481 |
Ending balance (2) | 27,617 |  |  | 68,474 |  |  | 27,617 |  |  | 68,474 |
Investments |  |  |  |  |  |  |
Beginning balance | — |  |  | 728 |  |  | (49) |  |  | 728 |
Unrealized gain (loss) | — |  |  | — |  |  | 49 |  |  | — |
Investments, net of tax | — |  |  | — |  |  | 49 |  |  | — |
Ending balance | — |  |  | 728 |  |  | — |  |  | 728 |
Accumulated other comprehensive loss | $ | (1,410,438) |  |  | $ | (1,802,257) |  |  | $ | (1,410,438) |  |  | $ | (1,802,257) |

(1)Reclassifications into net periodic pension and post-retirement expense are recognized in Cost of services, Sales and marketing, General and administrative costs and non-operating expenses.
(2)As of February 28, 2021, $51,087 of net unrealized gains related to derivatives designated as cash flow hedges is expected to be reclassified into Cost of services in the next twelve months.

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

5. Business Combinations
During the six months ended February 28, 2021, we completed individually immaterial acquisitions for total consideration of $1,079,425, net of cash acquired. The pro forma effects of these acquisitions on our operations were not material.
6. Goodwill and Intangible Assets
Goodwill
The changes in the carrying amount of goodwill by reportable operating segment are as follows:

| August 31, 2020 |  | Additions/ Adjustments |  | Foreign Currency Translation |  | February 28, 2021
North America | $ | 4,604,441 |  |  | $ | 302,958 |  |  | $ | 3,274 |  |  | $ | 4,910,673 |
Europe | 2,138,088 |  |  | 521,312 |  |  | 70,042 |  |  | 2,729,442 |
Growth Markets | 967,291 |  |  | 114,456 |  |  | 30,257 |  |  | 1,112,004 |
Total | $ | 7,709,820 |  |  | $ | 938,726 |  |  | $ | 103,573 |  |  | $ | 8,752,119 |

Goodwill includes immaterial adjustments related to prior period acquisitions.
Intangible Assets
Our definite-lived intangible assets by major asset class are as follows:

|  | August 31, 2020 |  | February 28, 2021
Intangible Asset Class |  | Gross Carrying Amount |  | Accumulated Amortization |  | Net Carrying Amount |  | Gross Carrying Amount |  | Accumulated Amortization |  | Net Carrying Amount
Customer-related |  | $ | 1,319,332 |  |  | $ | (495,367) |  |  | $ | 823,965 |  |  | $ | 1,558,933 |  |  | $ | (569,634) |  |  | $ | 989,299 |
Technology |  | 150,765 |  |  | (55,543) |  |  | 95,222 |  |  | 178,902 |  |  | (61,564) |  |  | 117,338 |
Patents |  | 129,295 |  |  | (66,954) |  |  | 62,341 |  |  | 128,464 |  |  | (69,173) |  |  | 59,291 |
Other |  | 82,676 |  |  | (34,986) |  |  | 47,690 |  |  | 78,177 |  |  | (35,559) |  |  | 42,618 |
Total |  | $ | 1,682,068 |  |  | $ | (652,850) |  |  | $ | 1,029,218 |  |  | $ | 1,944,476 |  |  | $ | (735,930) |  |  | $ | 1,208,546 |

Total amortization related to our intangible assets was $73,746 and $140,953 for the three and six months ended February 28, 2021, respectively. Total amortization related to our intangible assets was $55,799 and $109,171 for the three and six months ended February 29, 2020, respectively. Estimated future amortization related to intangible assets held as of February 28, 2021 is as follows:

Fiscal Year |  | Estimated Amortization
Remainder of 2021 |  | $ | 128,893 |
2022 |  | 225,974 |
2023 |  | 205,077 |
2024 |  | 183,308 |
2025 |  | 162,815 |
Thereafter |  | 302,479 |
Total |  | $ | 1,208,546 |

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

7. Shareholders’ Equity
Dividends
Our dividend activity during the six months ended February 28, 2021 is as follows:

|  | Dividend Per Share |  | Accenture plc Class A Ordinary Shares |  | Accenture Canada Holdings Inc. Exchangeable Shares |  | Total Cash Outlay
Dividend Payment Date |  |  | Record Date |  | Cash Outlay |  | Record Date |  | Cash Outlay |
November 13, 2020 |  | $ | 0.88 |  |  | October 13, 2020 |  | $ | 557,419 |  |  | October 9, 2020 |  | $ | 633 |  |  | $ | 558,052 |
February 12, 2021 |  | 0.88 |  |  | January 14, 2021 |  | 560,425 |  |  | January 12, 2021 |  | 617 |  |  | 561,042 |
Total Dividends |  |  |  |  |  | $ | 1,117,844 |  |  |  |  | $ | 1,250 |  |  | $ | 1,119,094 |

The payment of the cash dividends also resulted in the issuance of an immaterial number of additional restricted share units to holders of restricted share units.
Subsequent Event
On March 17, 2021, the Board of Directors of Accenture plc declared a quarterly cash dividend of $0.88 per share on its Class A ordinary shares for shareholders of record at the close of business on April 15, 2021 payable on May 14, 2021. The payment of the cash dividend will result in the issuance of an immaterial number of additional restricted share units to holders of restricted share units.

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

8. Financial Instruments
Derivatives
In the normal course of business, we use derivative financial instruments to manage foreign currency exchange rate risk. Our derivative financial instruments consist of deliverable and non-deliverable foreign currency forward contracts.
Cash Flow Hedges
For a cash flow hedge, the effective portion of the change in estimated fair value of a hedging instrument is recorded in Accumulated other comprehensive loss as a separate component of Shareholders’ Equity and is reclassified into Cost of services in the Consolidated Income Statements during the period in which the hedged transaction is recognized. For information related to derivatives designated as cash flow hedges that were reclassified into Cost of services during the three and six months ended February 28, 2021 and February 29, 2020, as well as those expected to be reclassified into Cost of services in the next 12 months, see Note 4 (Accumulated Other Comprehensive Loss) to these Consolidated Financial Statements.
Other Derivatives
Realized gains or losses and changes in the estimated fair value of foreign currency forward contracts that have not been designated as hedges were net losses of $3,789 and net gains $24,535 for the three and six months ended February 28, 2021, respectively, and net gains of $1,461 and net losses of $55,158 for the three and six months ended February 29, 2020, respectively. Gains and losses on these contracts are recorded in Other income (expense), net in the Consolidated Income Statements and are offset by gains and losses on the related hedged items.
Fair Value of Derivative Instruments
The notional and fair values of all derivative instruments are as follows:

| February 28, 2021 |  | August 31, 2020
Assets |  |  |
Cash Flow Hedges |  |  |
Other current assets | $ | 73,478 |  |  | $ | 75,871 |
Other non-current assets | 31,365 |  |  | 50,914 |
Other Derivatives |  |  |
Other current assets | 14,244 |  |  | 27,964 |
Total assets | $ | 119,087 |  |  | $ | 154,749 |
Liabilities |  |  |
Cash Flow Hedges |  |  |
Other accrued liabilities | $ | 22,391 |  |  | $ | 13,614 |
Other non-current liabilities | 28,335 |  |  | 13,576 |
Other Derivatives |  |  |
Other accrued liabilities | 36,320 |  |  | 11,828 |
Total liabilities | $ | 87,046 |  |  | $ | 39,018 |
Total fair value | $ | 32,041 |  |  | $ | 115,731 |
Total notional value | $ | 9,804,987 |  |  | $ | 9,600,691 |

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

| February 28, 2021 |  | August 31, 2020
Net derivative assets | $ | 82,515 |  |  | $ | 129,520 |
Net derivative liabilities | 50,474 |  |  | 13,789 |
Total fair value | $ | 32,041 |  |  | $ | 115,731 |

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

9. Income Taxes
We apply an estimated annual effective tax rate to our year-to-date operating results to determine the interim provision for income tax expense. In addition, we recognize taxes related to unusual or infrequent items or resulting from a change in judgment regarding a position taken in a prior year as discrete items in the interim period in which the event occurs.
Our effective tax rates for both the three months ended February 28, 2021 and February 29, 2020 were 17.1%. Absent the $151,309 and $52,700 gains on our investment in Duck Creek Technologies and related $18,534 and $8,549 in tax expense, our effective tax rates for the three months ended February 28, 2021 and February 29, 2020 would have been 17.5% and 17.1%, respectively. The effective tax rate for the three months ended February 28, 2021 included higher tax expense from adjustments to prior year tax liabilities, partially offset by changes in the geographic distribution of earnings and higher benefits from final determinations of prior year taxes. Our effective tax rates for the six months ended February 28, 2021 and February 29, 2020 were 20.4% and 20.6%, respectively. Absent the $271,009 and $113,192 gains on our investment in Duck Creek Technologies and related $41,440 and $18,732 in tax expense, our effective tax rates for both the six months ended February 28, 2021 and February 29, 2020 would have been 20.8%.
10. Commitments and Contingencies
Indemnifications and Guarantees
In the normal course of business and in conjunction with certain client engagements, we have entered into contractual arrangements through which we may be obligated to indemnify clients with respect to certain matters.
As of February 28, 2021 and August 31, 2020, our aggregate potential liability to our clients for expressly limited guarantees involving the performance of third parties was approximately $881,000 and $832,000, respectively, of which all but approximately $80,000 and $87,000, respectively, may be recovered from the other third parties if we are obligated to make payments to the indemnified parties as a consequence of a performance default by the other third parties. For arrangements with unspecified limitations, we cannot reasonably estimate the aggregate maximum potential liability, as it is inherently difficult to predict the maximum potential amount of such payments, due to the conditional nature and unique facts of each particular arrangement.
To date, we have not been required to make any significant payment under any of the arrangements described above. We have assessed the current status of performance/payment risk related to arrangements with limited guarantees, warranty obligations, unspecified limitations and/or indemnification provisions and believe that any potential payments would be immaterial to the Consolidated Financial Statements, as a whole.
Legal Contingencies
As of February 28, 2021, we or our present personnel had been named as a defendant in various litigation matters. We and/or our personnel also from time to time are involved in investigations by various regulatory or legal authorities concerning matters arising in the course of our business around the world. Based on the present status of these matters, management believes the range of reasonably possible losses in addition to amounts accrued, net of insurance recoveries, will not have a material effect on our results of operations or financial condition.
On July 24, 2019, Accenture was named in a putative class action lawsuit filed by consumers of Marriott International, Inc. (“Marriott”) in the U.S. District Court for the District of Maryland. The complaint alleges negligence by us, and seeks monetary damages, costs and attorneys’ fees and other related relief, relating to a data security incident involving unauthorized access to the reservations database of Starwood Worldwide Resorts, Inc. (“Starwood”), which was acquired by Marriott on September 23, 2016. Since 2009, we have provided certain IT infrastructure outsourcing services to Starwood. On October 27, 2020, the court issued an order largely denying Accenture’s motion to dismiss the claims against us. We continue to believe the lawsuit is without merit and we will vigorously defend it. At present, we do not believe any losses from this matter will have a material effect on our results of operations or financial condition.

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

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

| Revenues
| Three Months Ended |  | Six Months Ended
| February 28, 2021 |  | February 29, 2020 |  | February 28, 2021 |  | February 29, 2020
GEOGRAPHIC MARKETS |  |  |  |  |  |  |
North America | $ | 5,631,968 |  |  | $ | 5,257,431 |  |  | $ | 11,112,931 |  |  | $ | 10,545,243 |
Europe | 4,030,043 |  |  | 3,628,625 |  |  | 7,997,451 |  |  | 7,418,282 |
Growth Markets | 2,426,114 |  |  | 2,255,449 |  |  | 4,739,928 |  |  | 4,536,938 |
Total Revenues | $ | 12,088,125 |  |  | $ | 11,141,505 |  |  | $ | 23,850,310 |  |  | $ | 22,500,463 |
INDUSTRY GROUPS (1) |  |  |  |  |  |  |
Communications, Media & Technology | $ | 2,480,169 |  |  | $ | 2,239,391 |  |  | $ | 4,813,814 |  |  | $ | 4,484,861 |
Financial Services | 2,377,555 |  |  | 2,086,642 |  |  | 4,723,846 |  |  | 4,276,749 |
Health & Public Service | 2,261,901 |  |  | 1,948,379 |  |  | 4,473,790 |  |  | 3,917,593 |
Products | 3,340,894 |  |  | 3,164,954 |  |  | 6,547,019 |  |  | 6,384,969 |
Resources | 1,627,606 |  |  | 1,702,139 |  |  | 3,291,841 |  |  | 3,436,291 |
Total Revenues | $ | 12,088,125 |  |  | $ | 11,141,505 |  |  | $ | 23,850,310 |  |  | $ | 22,500,463 |
TYPE OF WORK |  |  |  |  |  |  |
Consulting | $ | 6,439,392 |  |  | $ | 6,171,303 |  |  | $ | 12,771,964 |  |  | $ | 12,548,554 |
Outsourcing | 5,648,733 |  |  | 4,970,202 |  |  | 11,078,346 |  |  | 9,951,909 |
Total Revenues | $ | 12,088,125 |  |  | $ | 11,141,505 |  |  | $ | 23,850,310 |  |  | $ | 22,500,463 |

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

| Operating Income
| Three Months Ended |  | Six Months Ended
| February 28, 2021 |  | February 29, 2020 |  | February 28, 2021 |  | February 29, 2020
GEOGRAPHIC MARKETS |  |  |  |  |  |  |
North America | $ | 772,144 |  |  | $ | 732,245 |  |  | $ | 1,660,953 |  |  | $ | 1,560,652 |
Europe | 502,933 |  |  | 382,924 |  |  | 1,132,363 |  |  | 941,875 |
Growth Markets | 378,438 |  |  | 373,776 |  |  | 750,868 |  |  | 753,681 |
Total Operating Income | $ | 1,653,515 |  |  | $ | 1,488,945 |  |  | $ | 3,544,184 |  |  | $ | 3,256,208 |

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

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and related Notes included elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended August 31, 2020, and with the information under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended August 31, 2020.
We use the terms “Accenture,” “we,” “our” and “us” in this report to refer to Accenture plc and its subsidiaries. All references to years, unless otherwise noted, refer to our fiscal year, which ends on August 31. For example, a reference to “fiscal 2021” means the 12-month period that will end on August 31, 2021. All references to quarters, unless otherwise noted, refer to the quarters of our fiscal year.
We use the term “in local currency” so that certain financial results may be viewed without the impact of foreign currency exchange rate fluctuations, thereby facilitating period-to-period comparisons of business performance. Financial results “in local currency” are calculated by restating current period activity into U.S. dollars using the comparable prior year period’s foreign currency exchange rates. This approach is used for all results where the functional currency is not the U.S. dollar.
Disclosure Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) relating to our operations, results of operations and other matters that are based on our current expectations, estimates, assumptions and projections. Words such as “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “positioned,” “outlook” and similar expressions are used to identify these forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed or forecast in these forward-looking statements. Risks, uncertainties and other factors that might cause such differences, some of which could be material, include but are not limited to those identified below. For a discussion of risks and actions taken in response to the coronavirus (COVID-19) pandemic, see the “Overview” below and “Our results of operations have been significantly adversely affected and could in the future be materially adversely impacted by the COVID-19 pandemic.” under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended August 31, 2020. Many of the following risks, uncertainties and other factors identified below are, and will be, amplified by the COVID-19 pandemic.
•Our results of operations have been significantly adversely affected and could in the future be materially adversely impacted by the COVID-19 pandemic.
•Our results of operations have been, and may in the future be, adversely affected by volatile, negative or uncertain economic and political conditions and the effects of these conditions on our clients’ businesses and levels of business activity.
•Our business depends on generating and maintaining ongoing, profitable client demand for our services and solutions, including through the adaptation and expansion of our services and solutions in response to ongoing changes in technology and offerings, and a significant reduction in such demand or an inability to respond to the evolving technological environment could materially affect our results of operations.
•If we are unable to keep our supply of skills and resources in balance with client demand around the world and attract and retain professionals with strong leadership skills, our business, the utilization rate of our professionals and our results of operations may be materially adversely affected.
•We could face legal, reputational and financial risks if we fail to protect client and/or Accenture data from security incidents or cyberattacks.
•The markets in which we operate are highly competitive, and we might not be able to compete effectively.

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•Our profitability could materially suffer if we are unable to obtain favorable pricing for our services and solutions, if we are unable to remain competitive, if our cost-management strategies are unsuccessful or if we experience delivery inefficiencies or fail to satisfy certain agreed-upon targets or specific service levels.
•Changes in our level of taxes, as well as audits, investigations and tax proceedings, or changes in tax laws or in their interpretation or enforcement, could have a material adverse effect on our effective tax rate, results of operations, cash flows and financial condition.
•Our ability to attract and retain business and employees may depend on our reputation in the marketplace.
•As a result of our geographically diverse operations and our growth strategy to continue to expand in our key markets around the world, we are more susceptible to certain risks.
•Our business could be materially adversely affected if we incur legal liability.
•Our work with government clients exposes us to additional risks inherent in the government contracting environment.
•Our results of operations could be materially adversely affected by fluctuations in foreign currency exchange rates.
•If we are unable to manage the organizational challenges associated with our size, we might be unable to achieve our business objectives.
•If we do not successfully manage and develop our relationships with key alliance partners or if we fail to anticipate and establish new alliances in new technologies, our results of operations could be adversely affected.
•We might not be successful at acquiring, investing in or integrating businesses, entering into joint ventures or divesting businesses.
•If we are unable to protect or enforce our intellectual property rights, or if our services or solutions infringe upon the intellectual property rights of others or we lose our ability to utilize the intellectual property of others, our business could be adversely affected.
•Our results of operations and share price could be adversely affected if we are unable to maintain effective internal controls.
•Changes to accounting standards or in the estimates and assumptions we make in connection with the preparation of our consolidated financial statements could adversely affect our financial results.
•We might be unable to access additional capital on favorable terms or at all. If we raise equity capital, it may dilute our shareholders’ ownership interest in us.
•We are incorporated in Ireland and Irish law differs from the laws in effect in the United States and might afford less protection to our shareholders. We may also be subject to criticism and negative publicity related to our incorporation in Ireland.
For a more detailed discussion of these factors, see the information under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended August 31, 2020. Our forward-looking statements speak only as of the date of this report or as of the date they are made, and we undertake no obligation to update any forward-looking statements.

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Overview
The COVID-19 pandemic has caused a significant loss of life, disrupted businesses and restricted travel worldwide, causing significant economic disruption and uncertainty. The pandemic impacted almost all aspects of our business and forced us to quickly adapt the way we operate. We took actions to shift the vast majority of our workforce to a remote working environment to ensure the continuity of our business and to respond to a rapidly changing demand environment from our clients. We continue to implement and evolve our comprehensive plan to return to our and our clients’ offices where permissible, with our people’s safety and the needs of our clients guiding how we manage our phased transition.
During the second quarter of fiscal 2021, we continued to experience increased demand in the Public Service, Software & Platforms, Banking & Capital Markets and Life Sciences industries. During the quarter we also saw some clients continue to reprioritize and delay certain work as a result of the pandemic, particularly in the Travel and Energy industries and primarily for our consulting services.
For further information on the impact to our results for the second quarter of fiscal 2021, please see “Summary of Results” below. For a discussion of risks related to the COVID-19 pandemic, see “Our results of operations have been significantly adversely affected and could in the future be materially adversely impacted by the COVID-19 pandemic.” under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended August 31, 2020.
Summary of Results
Revenues for the second quarter of fiscal 2021 increased 8% in U.S. dollars and 5% in local currency compared to the second quarter of fiscal 2020. Revenues for the six months ended February 28, 2021 increased 6% in U.S. dollars and 4% in local currency compared to the six months ended February 29, 2020. This included the impact of a decline in reimbursable travel costs, which reduced revenues approximately 2% during the three and six months ended February 28, 2021. During the second quarter of fiscal 2021, revenue growth in local currency was strong in North America and Growth Markets and modest in Europe. We experienced local currency revenue growth that was very strong in Health & Public Service and Financial Services, strong in Communications, Media & Technology and modest in Products, partially offset by a decline in Resources. Revenue growth in local currency was very strong in outsourcing and slight in consulting during the second quarter of fiscal 2021. The business environment remained competitive and, in some areas, we experienced pricing pressures. We use the term “pricing” to mean the contract profitability or margin on the work that we sell.
In our consulting business, revenues for the second quarter of fiscal 2021 increased 4% in U.S. dollars and 1% in local currency compared to the second quarter of fiscal 2020. Consulting revenues for the six months ended February 28, 2021 increased 2% in U.S. dollars and decreased 1% in local currency compared to the six months ended February 29, 2020. This included the impact of a decline in reimbursable travel costs, which reduced consulting revenues approximately 3% during the three and six months ended February 28, 2021. Consulting revenue in local currency for the second quarter of fiscal 2021 was driven by solid growth in Growth Markets and modest growth in Europe, partially offset by a slight decline in North America. Our consulting revenue continues to be driven by helping our clients accelerate their digital transformation, including moving to the cloud, embedding security across the enterprise and adopting new technologies. In addition, clients continue to be focused on initiatives designed to deliver cost savings and operational efficiency, as well as projects to accelerate growth and improve customer experiences.
In our outsourcing business, revenues for the second quarter of fiscal 2021 increased 14% in U.S. dollars and 11% in local currency compared to the second quarter of fiscal 2020. Outsourcing revenues for the six months ended February 28, 2021 increased 11% in U.S. dollars and 9% in local currency compared to the six months ended February 29, 2020. Outsourcing revenue in local currency for the second quarter of fiscal 2021 was led by very strong growth in North America, strong growth in Growth Markets and solid growth in Europe. We continue to experience growing demand to assist clients with application modernization and maintenance, cloud enablement and managed security services. In addition, clients continue to be focused on transforming their operations through data and analytics, automation and artificial intelligence to drive productivity and operational cost savings.
As we are a global company, our revenues are denominated in multiple currencies and may be significantly affected by currency exchange rate fluctuations. The majority of our revenues are denominated in currencies other than the U.S. dollar, including the Euro, Japanese yen and U.K. pound. There continues to be volatility in foreign currency exchange rates. Unfavorable fluctuations in foreign currency exchange rates have had and could have in the future a material effect on our financial results. If the U.S. dollar weakens against other currencies, resulting in favorable currency translation, our revenues, revenue growth and results of operations in U.S. dollars may be higher. If the U.S. dollar strengthens against other currencies, resulting in unfavorable currency translation, our revenues, revenue growth and results of operations in U.S. dollars may be lower. The U.S. dollar weakened against various currencies during the three and six months ended February 28, 2021 compared to the three and six months ended February 29, 2020, resulting in favorable currency translation and U.S. dollar revenue growth that was approximately 3% and 2% higher, respectively, than our revenue growth in local currency. Assuming that exchange rates stay within recent ranges for the remainder of fiscal 2021, we estimate that our full fiscal 2021 revenue growth in U.S. dollars will be approximately 3% higher than our revenue growth in local currency.

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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 the second quarter of fiscal 2021 was 94%, up from 91% in the second quarter of fiscal 2020. We hire to meet current and projected future demand. We proactively plan and manage the size and composition of our workforce and take actions as needed to address changes in the anticipated demand for our services and solutions, given that compensation costs are the most significant portion of our operating expenses. Our headcount, the majority of which serve our clients, increased to approximately 537,000 as of February 28, 2021, compared to approximately 509,000 as of February 29, 2020. The year-over-year increase in our headcount reflects an overall increase in demand for our services and solutions, as well as headcount added in connection with acquisitions. Attrition, excluding involuntary terminations, for the second quarter of fiscal 2021 was 12%, down from 14% in the second quarter of fiscal 2020. We evaluate voluntary attrition, adjust levels of new hiring and use involuntary terminations as means to keep our supply of skills and resources in balance with changes in client demand. In addition, we adjust compensation in certain skill sets and geographies in order to attract and retain appropriate numbers of qualified employees. For the majority of our personnel, compensation increases become effective December 1st of each fiscal year. We strive to adjust pricing and/or the mix of resources to reduce the impact of compensation increases on our margin. Our ability to grow our revenues and maintain or increase our margin could be adversely affected if we are unable to: keep our supply of skills and resources in balance with changes in the types or amounts of services and solutions clients are demanding; recover increases in compensation; deploy our employees globally on a timely basis; manage attrition; and/or effectively assimilate and utilize new employees.
Gross margin (Revenues less Cost of services as a percentage of Revenues) for the second quarter of fiscal 2021 was 29.7%, compared with 30.2% for the second quarter of fiscal 2020. Gross margin for the six months ended February 28, 2021 was 31.4% compared with 31.1% for the six months ended February 29, 2020. The decrease in gross margin for the second quarter of fiscal 2021 was due to an increase in labor costs, including a one-time bonus equal to one week of base pay for all employees below the managing director level, partially offset by lower non-payroll costs, primarily for travel compared to the same period in fiscal 2020. The increase in gross margin for the six months ended February 28, 2021 was due to lower non-payroll costs, primarily for travel, partially offset by an increase in labor costs, including a one-time bonus equal to one week of base pay for all employees below the managing director level compared to the same period in fiscal 2020.
Sales and marketing and General and administrative costs as a percentage of revenues were 16.1% for the second quarter of fiscal 2021 and 16.6% for the six months ended February 28, 2021, compared with 16.8% for the second quarter of fiscal 2020 and 16.7% for the six months ended February 29, 2020. For the second quarter and six months ended February 28, 2021, compared to the same period in fiscal 2020, Sales and marketing costs as a percentage of revenues decreased 100 and 60 basis points, respectively, primarily due to lower selling and other business development costs, including lower travel costs. For the second quarter and six months ended February 28, 2021, compared to the same periods in fiscal 2020, General and administrative costs increased 20 and 40 basis points, respectively. The increase in General and administrative costs as a percentage of revenues for the six months ended February 28, 2021 was primarily due to higher labor and technology costs compared to the same period in fiscal 2020.
Operating margin (Operating income as a percentage of revenues) for the second quarter of fiscal 2021 was 13.7%, compared with 13.4% for the second quarter of fiscal 2020. Operating margin for the six months ended February 28, 2021 was 14.9%, compared with 14.5% for the six months ended February 29, 2020.
During the second quarter of fiscal 2021 and 2020, we recorded gains of $151 million and $53 million and related tax expense of $19 million and $9 million, respectively, related to our investment in Duck Creek Technologies. During the six months ended February 28, 2021 and February 29, 2020, we recorded gains of $271 million and $113 million and related tax expense of $41 million and $19 million, respectively, related to our investment in Duck Creek Technologies. For additional information, see Note 1 (Basis of Presentation) to our Consolidated Financial Statements under Item 1, “Financial Statements.”
The effective tax rates for both the second quarter of fiscal 2021 and 2020 were 17.1%. Absent the investment gains and related tax expense, our effective tax rates for the second quarter of fiscal 2021 and 2020 would have been 17.5% and 17.1%, respectively. The effective tax rate for the six months ended February 28, 2021 was 20.4%, compared with 20.6% for the six months ended February 29, 2020. Absent the investment gains and related tax expense, our effective tax rates for both the six months ended February 28, 2021 and February 29, 2020 would have been 20.8%.
Diluted earnings per share were $2.23 for the second quarter of fiscal 2021, compared with $1.91 for the second quarter of fiscal 2020. The $133 million and $44 million gains on an investment, net of taxes, increased diluted earnings per share by $0.21 and $0.07 during the second quarter of fiscal 2021 and 2020, respectively. Excluding the impact of these gains, diluted earnings per share would have been $2.03 and $1.84 for the second quarter of fiscal 2021 and 2020, respectively. Diluted earnings per share

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were $4.55 for the six months ended February 28, 2021, compared with $4.00 for the six months ended February 29, 2020. The $230 million and $94 million gains on an investment, net of taxes, increased diluted earnings per share by $0.35 and $0.15 during the six months ended February 28, 2021 and February 29, 2020, respectively. Excluding the impact of these gains, diluted earnings per share would have been $4.20 and $3.85 for the six months ended February 28, 2021 and February 29, 2020, respectively.
We have presented our effective tax rate and diluted earnings per share excluding the impact of gains related to an investment for both fiscal 2021 and 2020, as we believe doing so facilitates understanding as to the impact of these items and our performance when comparing these periods.
New Bookings
New bookings for the second quarter of fiscal 2021 were $16.0 billion, with consulting bookings of $8.0 billion and outsourcing bookings of $8.0 billion. New bookings for the six months ended February 28, 2021 were $28.9 billion, with consulting bookings of $14.7 billion and outsourcing bookings of $14.3 billion. New bookings for the second quarter of fiscal 2020 were $14.2 billion, with consulting bookings of $7.2 billion and outsourcing bookings of $7.0 billion. New bookings for the six months ended February 29, 2020 were $24.5 billion, with consulting bookings of $13.2 billion and outsourcing bookings of $11.4 billion.

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Results of Operations for the Three Months Ended February 28, 2021 Compared to the Three Months Ended February 29, 2020
Revenues by geographic market, industry group and type of work are as follows:

| Three Months Ended |  | Percent Increase (Decrease) U.S. Dollars |  | Percent Increase (Decrease) Local Currency |  | Percent of Revenues for the Three Months Ended
(in millions of U.S. dollars) | February 28, 2021 |  | February 29, 2020 |  |  |  | February 28, 2021 |  | February 29, 2020
GEOGRAPHIC MARKETS |  |  |  |  |  |  |  |  |  |  |
North America | $ | 5,632 |  |  | $ | 5,257 |  |  | 7 | % |  | 7 | % |  | 47 | % |  | 47 | %
Europe | 4,030 |  |  | 3,629 |  |  | 11 |  |  | 3 |  |  | 33 |  |  | 33 |
Growth Markets | 2,426 |  |  | 2,255 |  |  | 8 |  |  | 6 |  |  | 20 |  |  | 20 |
Total | $ | 12,088 |  |  | $ | 11,142 |  |  | 8 | % |  | 5 | % |  | 100 | % |  | 100 | %
INDUSTRY GROUPS (1) |  |  |  |  |  |  |  |  |  |  |
Communications, Media & Technology | $ | 2,480 |  |  | $ | 2,239 |  |  | 11 | % |  | 9 |  |  | 21 | % |  | 20 | %
Financial Services | 2,378 |  |  | 2,087 |  |  | 14 |  |  | 10 |  |  | 20 |  |  | 19 |
Health & Public Service | 2,262 |  |  | 1,948 |  |  | 16 |  |  | 14 |  |  | 19 |  |  | 17 |
Products | 3,341 |  |  | 3,165 |  |  | 6 |  |  | 2 |  |  | 28 |  |  | 28 |
Resources | 1,628 |  |  | 1,702 |  |  | (4) |  |  | (7) |  |  | 13 |  |  | 15 |
Total | $ | 12,088 |  |  | $ | 11,142 |  |  | 8 | % |  | 5 | % |  | 100 | % |  | 100 | %
TYPE OF WORK |  |  |  |  |  |  |  |  |  |  |
Consulting | $ | 6,439 |  |  | $ | 6,171 |  |  | 4 | % |  | 1 | % |  | 53 | % |  | 55 | %
Outsourcing | 5,649 |  |  | 4,970 |  |  | 14 |  |  | 11 |  |  | 47 |  |  | 45 |
Total | $ | 12,088 |  |  | $ | 11,142 |  |  | 8 | % |  | 5 | % |  | 100 | % |  | 100 | %

Amounts in table may not total due to rounding.
(1)Effective September 1, 2020, we revised the reporting of our industry groups to include amounts previously reported in Other. Prior period amounts have been reclassified to conform with the current period presentation.
Revenues
Revenues were impacted by a reduction of approximately 2% from a decline in revenues from reimbursable travel costs in the second quarter of fiscal 2021 across all markets. The following revenues commentary discusses local currency revenue changes for the second quarter of fiscal 2021 compared to the second quarter of fiscal 2020:
Geographic Markets
•North America revenues increased 7% in local currency, led by growth in Public Service, Software & Platforms, Banking & Capital Markets and Communications & Media. These increases were partially offset by declines in Energy and Chemicals & Natural Resources. Revenue growth was driven by the United States.
•Europe revenues increased 3% in local currency, led by growth in Banking & Capital Markets, Life Sciences, Software & Platforms, Public Service and Health. These increases were partially offset by declines in High Tech and Chemicals & Natural Resources. Revenue growth was driven by Italy, the United Kingdom and Switzerland.
•Growth Markets revenues increased 6% in local currency, led by growth in Public Service, Banking & Capital Markets, High Tech and Health. These increases were partially offset by a decline in Energy. Revenue growth was driven by Japan.
Operating Expenses
Operating expenses for the second quarter of fiscal 2021 increased $782 million, or 8%, over the second quarter of fiscal 2020, and decreased as a percentage of revenues to 86.3% from 86.6% during this period.

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Operating expenses by category are as follows:

| Three Months Ended |  |
(in millions of U.S. dollars) | February 28, 2021 |  | February 29, 2020 |  | Increase (Decrease)
Operating Expenses | $ | 10,435 |  |  | 86.3 | % |  | $ | 9,653 |  |  | 86.6 | % |  | $ | 782 |
Cost of services | 8,493 |  |  | 70.3 |  |  | 7,782 |  |  | 69.8 |  |  | 711 |
Sales and marketing | 1,139 |  |  | 9.4 |  |  | 1,163 |  |  | 10.4 |  |  | (23) |
General and administrative costs | 802 |  |  | 6.6 |  |  | 708 |  |  | 6.4 |  |  | 95 |

Amounts in table may not total due to rounding.
Cost of Services
Cost of services for the second quarter of fiscal 2021 increased $711 million, or 9%, over the second quarter of fiscal 2020, and increased as a percentage of revenues to 70.3% from 69.8% during this period. Gross margin for the second quarter of fiscal 2021 decreased to 29.7% from 30.2% during the second quarter of fiscal 2020. The decrease in gross margin was due to an increase in labor costs, including a one-time bonus equal to one week of base pay for all employees below the managing director level, partially offset by lower non-payroll costs, primarily for travel compared to the same period in fiscal 2020.
Sales and Marketing
Sales and marketing expense for the second quarter of fiscal 2021 decreased $23 million, or 2%, from the second quarter of fiscal 2020, and decreased as a percentage of revenues to 9.4% from 10.4% during this period. The decrease as a percentage of revenues was primarily due to lower selling and other business development costs, including lower travel costs compared to the same period in fiscal 2020.
General and Administrative Costs
General and administrative costs for the second quarter of fiscal 2021 increased $95 million, or 13%, over the second quarter of fiscal 2020, and increased as a percentage of revenues to 6.6% from 6.4% during this period.
Operating Income and Operating Margin
Operating income for the second quarter of fiscal 2021 increased $165 million, or 11%, over the second quarter of fiscal 2020.
Operating income and operating margin for each of the geographic markets are as follows:

| Three Months Ended |  |
| February 28, 2021 |  | February 29, 2020 |  |
(in millions of U.S. dollars) | Operating Income |  | Operating Margin |  | Operating Income |  | Operating Margin |  | Increase (Decrease)
North America | $ | 772 |  |  | 14 | % |  | $ | 732 |  |  | 14 | % |  | $ | 40 |
Europe | 503 |  |  | 12 |  |  | 383 |  |  | 11 |  |  | 120 |
Growth Markets | 378 |  |  | 16 |  |  | 374 |  |  | 17 |  |  | 5 |
Total | $ | 1,654 |  |  | 13.7 | % |  | $ | 1,489 |  |  | 13.4 | % |  | $ | 165 |

Amounts in table may not total due to rounding.
We estimate that the aggregate percentage impact of foreign currency exchange rates on our operating income during the second quarter of fiscal 2021 was similar to that disclosed for revenue for each geographic market. The reduction in travel costs during the second quarter of fiscal 2021 had a favorable impact on operating income. In addition, during the second quarter of fiscal 2021 each geographic market's operating income was unfavorably impacted by higher labor costs, including a one-time bonus equal to one week of base pay for all employees below the managing director level. The commentary below provides insight into other factors affecting geographic market performance and operating income for the second quarter of fiscal 2021 compared with the second quarter of fiscal 2020:
•North America operating income increased primarily due to outsourcing revenue growth, higher consulting contract profitability and lower sales and marketing costs as a percentage of revenues.
•Europe operating income increased primarily due to revenue growth and higher contract profitability.
•Growth Markets operating income increased primarily due to revenue growth, partially offset by lower consulting contract profitability.

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Other Income (Expense), net
Other income (expense), net primarily consists of foreign currency gains and losses, non-operating components of pension expense, as well as gains and losses associated with our investments. During the second quarter of fiscal 2021, other income (expense), net increased $101,651 over the second quarter of fiscal 2020, primarily due to higher gains on investments. For additional information, see Note 1 (Basis of Presentation) to our Consolidated Financial Statements under Item 1, “Financial Statements.”
Income Tax Expense
The effective tax rates for both the second quarter of fiscal 2021 and 2020 were 17.1%. Absent the $151 million and $53 million gains on an investment and related $19 million and $9 million in tax expense, our effective tax rates for the second quarter of fiscal 2021 and 2020 would have been 17.5% and 17.1%, respectively. The effective tax rate for the three months ended February 28, 2021 included higher tax expense from adjustments to prior year tax liabilities, partially offset by changes in the geographic distribution of earnings and higher benefits from final determinations of prior year taxes.
Earnings Per Share
Diluted earnings per share were $2.23 for the second quarter of fiscal 2021, compared with $1.91 for the second quarter of fiscal 2020. The $133 million and $44 million gains on an investment, net of taxes, increased diluted earnings per share by $0.21 and $0.07 during the second quarter of fiscal 2021 and 2020, respectively. Excluding the impact of these gains, diluted earnings per share would have been $2.03 and $1.84 for the second quarter of fiscal 2021 and 2020, respectively. For information regarding our earnings per share calculations, see Note 3 (Earnings Per Share) to our Consolidated Financial Statements under Item 1, “Financial Statements.”
The increase in diluted earnings per share is due to the following factors:

| Earnings Per Share
Q2 FY20 As Reported | $ | 1.91 |
Higher revenue and operating results | 0.21 |
Higher gains on an investment, net of tax | 0.14 |
Lower share count | 0.01 |
Higher effective tax rate | (0.01) |
Lower non-operating income | (0.01) |
Higher non-controlling interest | (0.01) |
Q2 FY21 As Reported | $ | 2.23 |

Amounts in table may not total due to rounding.

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Results of Operations for the Six Months Ended February 28, 2021 Compared to the Six Months Ended February 29, 2020
Revenues by geographic market, industry group and type of work are as follows:

| Six Months Ended |  | Percent Increase (Decrease) U.S. Dollars |  | Percent Increase (Decrease) Local Currency |  | Percent of Revenues for the Six Months Ended
(in millions of U.S. dollars) | February 28, 2021 |  | February 29, 2020 |  |  |  | February 28, 2021 |  | February 29, 2020
GEOGRAPHIC MARKETS |  |  |  |  |  |  |  |  |  |  |
North America | $ | 11,113 |  |  | $ | 10,545 |  |  | 5 | % |  | 5 | % |  | 47 | % |  | 47 | %
Europe | 7,997 |  |  | 7,418 |  |  | 8 |  |  | 1 |  |  | 34 |  |  | 33 |
Growth Markets | 4,740 |  |  | 4,537 |  |  | 4 |  |  | 5 |  |  | 20 |  |  | 20 |
Total | $ | 23,850 |  |  | $ | 22,500 |  |  | 6 | % |  | 4 | % |  | 100 | % |  | 100 | %
INDUSTRY GROUPS (1) |  |  |  |  |  |  |  |  |  |  |
Communications, Media & Technology | $ | 4,814 |  |  | $ | 4,485 |  |  | 7 | % |  | 6 |  |  | 20 | % |  | 20 | %
Financial Services | 4,724 |  |  | 4,277 |  |  | 10 |  |  | 7 |  |  | 20 |  |  | 19 |
Health & Public Service | 4,474 |  |  | 3,918 |  |  | 14 |  |  | 13 |  |  | 19 |  |  | 17 |
Products | 6,547 |  |  | 6,385 |  |  | 3 |  |  | (1) |  |  | 27 |  |  | 28 |
Resources | 3,292 |  |  | 3,436 |  |  | (4) |  |  | (6) |  |  | 14 |  |  | 15 |
Total | $ | 23,850 |  |  | $ | 22,500 |  |  | 6 | % |  | 4 | % |  | 100 | % |  | 100 | %
TYPE OF WORK |  |  |  |  |  |  |  |  |  |  |
Consulting | $ | 12,772 |  |  | $ | 12,549 |  |  | 2 | % |  | (1) | % |  | 54 | % |  | 56 | %
Outsourcing | 11,078 |  |  | 9,952 |  |  | 11 |  |  | 9 |  |  | 46 |  |  | 44 |
Total | $ | 23,850 |  |  | $ | 22,500 |  |  | 6 | % |  | 4 | % |  | 100 | % |  | 100 | %

Amounts in table may not total due to rounding.
(1)Effective September 1, 2020, we revised the reporting of our industry groups to include amounts previously reported in Other. Prior period amounts have been reclassified to conform with the current period presentation.
Revenues
Revenues were impacted by a reduction of approximately 2% from a decline in revenues from reimbursable travel costs in the six months ended February 28, 2021 across all markets. The following revenues commentary discusses local currency revenue changes for the six months ended February 28, 2021 compared to the six months ended February 29, 2020:
Geographic Markets
•North America revenues increased 5% in local currency, led by growth in Public Service, Software & Platforms, Banking & Capital Markets and Communications & Media. These increases were partially offset by declines in Energy, Consumer Goods, Retail & Travel Services and Chemicals & Natural Resources. Revenue growth was driven by the United States.
•Europe revenues increased 1% in local currency, led by growth in Software & Platforms, Public Service, Banking & Capital Markets, Life Sciences and Health. These increases were partially offset by declines in High Tech, Consumer Goods, Retail & Travel Services and Chemicals & Natural Resources. Revenue growth was driven by Italy and Switzerland, partially offset by declines in France and Spain.
•Growth Markets revenues increased 5% in local currency, led by growth in Public Service, Banking & Capital Markets, High Tec h and Health. These increases were partially offset by declines in Consumer Goods, Retail & Travel Services. Revenue growth was driven by Japan.
Operating Expenses
Operating expenses for the six months ended February 28, 2021 increased $1,062 million, or 6%, over the six months ended February 29, 2020, and decreased as a percentage of revenues to 85.1% from 85.5% during this period.

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

Operating expenses by category are as follows:

| Six Months Ended |  |
(in millions of U.S. dollars) | February 28, 2021 |  | February 29, 2020 |  | Increase (Decrease)
Operating Expenses | $ | 20,306 |  |  | 85.1 | % |  | $ | 19,244 |  |  | 85.5 | % |  | $ | 1,062 |
Cost of services | 16,357 |  |  | 68.6 |  |  | 15,494 |  |  | 68.9 |  |  | 863 |
Sales and marketing | 2,367 |  |  | 9.9 |  |  | 2,354 |  |  | 10.5 |  |  | 13 |
General and administrative costs | 1,583 |  |  | 6.6 |  |  | 1,397 |  |  | 6.2 |  |  | 186 |

Amounts in table may not total due to rounding.
Cost of Services
Cost of services for the six months ended February 28, 2021 increased $863 million, or 6%, over the six months ended February 29, 2020, and decreased as a percentage of revenues to 68.6% from 68.9% during this period. Gross margin for the six months ended February 28, 2021 increased to 31.4% from 31.1% during the six months ended February 29, 2020. The increase in gross margin was due to lower non-payroll costs, primarily for travel, partially offset by an increase in labor costs, including a one-time bonus equal to one week of base pay for all employees below the managing director level compared to the same period in fiscal 2020.
Sales and Marketing
Sales and marketing expense for the six months ended February 28, 2021 increased $13 million, or 1%, over the six months ended February 29, 2020, and decreased as a percentage of revenues to 9.9% from 10.5% during this period. The decrease as a percentage of revenues was primarily due to lower selling and other business development costs, including lower travel costs compared to the same period in fiscal 2020.
General and Administrative Costs
General and administrative costs for the six months ended February 28, 2021 increased $186 million, or 13%, over the six months ended February 29, 2020, and increased as a percentage of revenues to 6.6% from 6.2% during this period. The increase as a percentage of revenues was primarily due to higher labor and technology costs compared to the same period in fiscal 2020.
Operating Income and Operating Margin
Operating income for the six months ended February 28, 2021 increased $288 million, or 9%, over the six months ended February 29, 2020.
Operating income and operating margin for each of the geographic markets are as follows:

| Six Months Ended |  |
| February 28, 2021 |  | February 29, 2020 |  |
(in millions of U.S. dollars) | Operating Income |  | Operating Margin |  | Operating Income |  | Operating Margin |  | Increase (Decrease)
North America | $ | 1,661 |  |  | 15 | % |  | $ | 1,561 |  |  | 15 | % |  | $ | 100 |
Europe | 1,132 |  |  | 14 |  |  | 942 |  |  | 13 |  |  | 190 |
Growth Markets | 751 |  |  | 16 |  |  | 754 |  |  | 17 |  |  | (3) |
Total | $ | 3,544 |  |  | 14.9 | % |  | $ | 3,256 |  |  | 14.5 | % |  | $ | 288 |

Amounts in table may not total due to rounding.
We estimate that the aggregate percentage impact of foreign currency exchange rates on our operating income during the six months ended February 28, 2021 was similar to that disclosed for revenue for each geographic market. The reduction in travel costs during the six months ended February 28, 2021 had a favorable impact on operating income. In addition, during the six months ended February 28, 2021 each geographic market's operating income was unfavorably impacted by higher labor costs, including a one-time bonus equal to one week of base pay for all employees below the managing director level. The commentary below provides insight into other factors affecting geographic market performance and operating income for the six months ended February 28, 2021 compared with the six months ended February 29, 2020:
•North America operating income increased primarily due to outsourcing revenue growth, higher consulting contract profitability and lower sales and marketing costs as a percentage of revenues.
•Europe operating income increased primarily due to outsourcing revenue growth and higher contract profitability.

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ACCENTURE FORM 10-Q |  | Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 31

•Growth Markets operating income decreased as revenue growth was more than offset by the higher labor costs described above and lower consulting contract profitability.
Other Income (Expense), net
Other income (expense), net primarily consists of foreign currency gains and losses, non-operating components of pension expense, as well as gains and losses associated with our investments. During the six months ended February 28, 2021, other income (expense), net increased $184,579 over the six months ended February 29, 2020, primarily due to higher gains on investments and lower foreign exchange losses. For additional information, see Note 1 (Basis of Presentation) to our Consolidated Financial Statements under Item 1, “Financial Statements.”
Income Tax Expense
The effective tax rate for the six months ended February 28, 2021 was 20.4%, compared with 20.6% for the six months ended February 29, 2020. Absent the $271 million and $113 million gains on an investment and related $41 million and $19 million in tax expense, our effective tax rates for both the six months ended February 28, 2021 and February 29, 2020 would have been 20.8%.
Our provision for income taxes is based on many factors and subject to volatility year to year. We expect the fiscal 2021 annual effective tax rate to be in the range of 23.0% to 25.0%. The effective tax rate for interim periods can vary because of the timing of when certain events occur during the year.
Earnings Per Share
Diluted earnings per share were $4.55 for the six months ended February 28, 2021, compared with $4.00 for the six months ended February 29, 2020. The $230 million and $94 million gains on an investment, net of taxes, increased diluted earnings per share by $0.35 and $0.15 during the six months ended February 28, 2021 and February 29, 2020, respectively. Excluding the impact of these gains, diluted earnings per share would have been $4.20 and $3.85 for the six months ended February 28, 2021 and February 29, 2020, respectively. For information regarding our earnings per share calculations, see Note 3 (Earnings Per Share) to our Consolidated Financial Statements under Item 1, “Financial Statements.”
The increase in diluted earnings per share is due to the following factors:

| Earnings Per Share
FY20 As Reported | $ | 4.00 |
Higher revenue and operating results | 0.35 |
Higher gains on an investment, net of tax | 0.21 |
Lower share count | 0.02 |
Lower non-operating income | (0.01) |
Higher non-controlling interest | (0.01) |
FY21 As Reported | $ | 4.55 |

Amounts in table may not total due to rounding.

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

Liquidity and Capital Resources
As of February 28, 2021, Cash and cash equivalents was $9.2 billion, compared with $8.4 billion as of August 31, 2020.
Cash flows from operating, investing and financing activities, as reflected in our Consolidated Cash Flows Statements, are summarized in the following table:

| Six Months Ended |  |
(in millions of U.S. dollars) | February 28, 2021 |  | February 29, 2020 |  | Change
Net cash provided by (used in): |  |  |  |  |
Operating activities | $ | 4,138 |  |  | $ | 2,318 |  |  | $ | 1,820 |
Investing activities | (886) |  |  | (763) |  |  | (123) |
Financing activities | (2,546) |  |  | (2,238) |  |  | (309) |
Effect of exchange rate changes on cash and cash equivalents | 46 |  |  | (7) |  |  | 53 |
Net increase (decrease) in cash and cash equivalents | $ | 751 |  |  | $ | (690) |  |  | $ | 1,442 |

Amounts in table may not total due to rounding.
Operating activities: The $1,820 million year-over-year increase in operating cash flow was due to higher net income and changes in operating assets and liabilities, including an increase in accounts payable and the accrual of a one-time bonus.
Investing activities: The $123 million increase in cash used was primarily due to higher spending on business acquisitions and investments, partially offset by increased proceeds from investments and lower spending on purchases of property and equipment. For additional information, see Note 5 (Business Combinations) to our Consolidated Financial Statements under Item 1, “Financial Statements.”
Financing activities: The $309 million increase in cash used was primarily due to an increase in the net purchases of shares as well as an increase in cash dividends paid, partially offset by an increase in net proceeds from share issuances. For additional information, see Note 7 (Shareholders’ Equity) to our Consolidated Financial Statements under Item 1, “Financial Statements.”
We believe that our current and longer-term working capital, investments and other general corporate funding requirements will be satisfied for the next twelve months and thereafter through cash flows from operations and, to the extent necessary, from our borrowing facilities and future financial market activities.
Substantially all of our cash is held in jurisdictions where there are no regulatory restrictions or material tax effects on the free flow of funds. Domestic cash inflows for our Irish parent, principally dividend distributions from lower-tier subsidiaries, have been sufficient to meet our historic cash requirements, and we expect this to continue into the future.
Borrowing Facilities
As of February 28, 2021, we had the following borrowing facilities, including the issuance of letters of credit, to support general working capital purposes:

(in millions of U.S. dollars) | Facility Amount |  | Borrowings Under Facilities
Syndicated loan facility | $ | 1,000 |  |  | $ | — |
364-day syndicated loan facility | 1,000 |  |  | — |
Separate, uncommitted, unsecured multicurrency revolving credit facilities | 1,077 |  |  | — |
Local guaranteed and non-guaranteed lines of credit | 249 |  |  | — |
Total | $ | 3,325 |  |  | $ | — |

Amounts in table may not total due to rounding.
Under the borrowing facilities described above, we had an aggregate of $543 million of letters of credit outstanding as of February 28, 2021.

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

Share Purchases and Redemptions
The Board of Directors of Accenture plc has authorized funding for our publicly announced open-market share purchase program for acquiring Accenture plc Class A ordinary shares and for purchases and redemptions of Accenture plc Class A ordinary shares and Accenture Canada Holdings Inc. exchangeable shares held by current and former members of Accenture Leadership and their permitted transferees.
Our share purchase activity during the six months ended February 28, 2021 is as follows:

| Accenture plc Class A Ordinary Shares |  | Accenture Canada Holdings Inc. Exchangeable Shares
(in millions of U.S. dollars, except share amounts) | Shares |  | Amount |  | Shares |  | Amount
Open-market share purchases (1) | 5,544,055 |  |  | $ | 1,342 |  |  | — |  |  | $ | — |
Other share purchase programs | — |  |  | — |  |  | 19,529 |  |  | 5 |
Other purchases (2) | 2,419,860 |  |  | 606 |  |  | — |  |  | — |
Total | 7,963,915 |  |  | $ | 1,948 |  |  | 19,529 |  |  | $ | 5 |

(1)We conduct a publicly announced open-market share purchase program for Accenture plc Class A ordinary shares. These shares are held as treasury shares by Accenture plc and may be utilized to provide for select employee benefits, such as equity awards to our employees.
(2)During the six months ended February 28, 2021, as authorized under our various employee equity share plans, we acquired Accenture plc Class A ordinary shares primarily via share withholding for payroll tax obligations due from employees and former employees in connection with the delivery of Accenture plc Class A ordinary shares under those plans. These purchases of shares in connection with employee share plans do not affect our aggregate available authorization for our publicly announced open-market share purchase and the other share purchase programs.
We intend to continue to use a significant portion of cash generated from operations for share repurchases during the remainder of fiscal 2021. The number of shares ultimately repurchased under our open-market share purchase program may vary depending on numerous factors, including, without limitation, share price and other market conditions, our ongoing capital allocation planning, the levels of cash and debt balances, other demands for cash, such as acquisition activity, general economic and/or business conditions, and board and management discretion. Additionally, as these factors may change over the course of the year, the amount of share repurchase activity during any particular period cannot be predicted and may fluctuate from time to time. Share repurchases may be made from time to time through open-market purchases, in respect of purchases and redemptions of Accenture Canada Holdings Inc. exchangeable shares, through the use of Rule 10b5-1 plans and/or by other means. The repurchase program may be accelerated, suspended, delayed or discontinued at any time, without notice.
Off-Balance Sheet Arrangements
In the normal course of business and in conjunction with some client engagements, we have entered into contractual arrangements through which we may be obligated to indemnify clients with respect to certain matters.
To date, we have not been required to make any significant payment under any of the arrangements described above. For further discussion of these transactions, see Note 10 (Commitments and Contingencies) to our Consolidated Financial Statements under Item 1, “Financial Statements.”
Significant Accounting Policies
See Note 1 (Basis of Presentation) to our Consolidated Financial Statements under Item 1, “Financial Statements.”

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk
During the six months ended February 28, 2021, there were no material changes to the information on market risk exposure disclosed in our Annual Report on Form 10-K for the year ended August 31, 2020. For a discussion of our market risk associated with foreign currency risk, interest rate risk and equity price risk as of August 31, 2020, see “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A, of our Annual Report on Form 10-K for the year ended August 31, 2020.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and our principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Based on that evaluation, the principal executive officer and the principal financial officer of Accenture plc have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting that occurred during the second quarter of fiscal 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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ACCENTURE FORM 10-Q |  | Part II — Other Information | 35

Part II — Other Information
Item 1. Legal Proceedings
The information set forth under “Legal Contingencies” in Note 10 (Commitments and Contingencies) to our Consolidated Financial Statements under Part I, Item 1, “Financial Statements,” is incorporated herein by reference.
Item 1A. Risk Factors
For a discussion of our potential risks and uncertainties, see the information under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended August 31, 2020 (the “Annual Report”). There have been no material changes to the risk factors disclosed in our Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of Accenture plc Class A Ordinary Shares
The following table provides information relating to our purchases of Accenture plc Class A ordinary shares during the second quarter of fiscal 2021.

Period |  | Total Number of Shares Purchased |  | Average Price Paid per Share (1) |  | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) |  | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3)
|  |  |  |  |  |  |  | (in millions of U.S. dollars)
December 1, 2020 — December 31, 2020 |  | 1,011,360 |  |  | $ | 253.29 |  |  | 719,504 |  |  | $ | 5,471 |
January 1, 2021 — January 31, 2021 |  | 2,284,245 |  |  | 257.39 |  |  | 840,589 |  |  | 5,252 |
February 1, 2021 — February 28, 2021 |  | 1,327,080 |  |  | 253.16 |  |  | 1,118,021 |  |  | 4,968 |
Total (4) |  | 4,622,685 |  |  | $ | 255.28 |  |  | 2,678,114 |  |  |

(1)Average price paid per share reflects the total cash outlay for the period, divided by the number of shares acquired, including those acquired by purchase or redemption for cash and any acquired by means of employee forfeiture.
(2)Since August 2001, the Board of Directors of Accenture plc has authorized and periodically confirmed a publicly announced open-market share purchase program for acquiring Accenture plc Class A ordinary shares. During the second quarter of fiscal 2021, we purchased 2,678,114 Accenture plc Class A ordinary shares under this program for an aggregate price of $682 million. The open-market purchase program does not have an expiration date.
(3)As of February 28, 2021, our aggregate available authorization for share purchases and redemptions was $4,968 million, which management has the discretion to use for either our publicly announced open-market share purchase program or the other share purchase programs. Since August 2001 and as of February 28, 2021, the Board of Directors of Accenture plc has authorized an aggregate of $40.1 billion for share purchases and redemptions by Accenture plc and Accenture Canada Holdings Inc.
(4)During the second quarter of fiscal 2021, Accenture purchased 1,944,571 Accenture plc Class A ordinary shares in transactions unrelated to publicly announced share plans or programs. These transactions consisted of acquisitions of Accenture plc Class A ordinary shares primarily via share withholding for payroll tax obligations due from employees and former employees in connection with the delivery of Accenture plc Class A ordinary shares under our various employee equity share plans. These purchases of shares in connection with employee share plans do not affect our aggregate available authorization for our publicly announced open-market share purchase and the other share purchase programs.
Item 3. Defaults Upon Senior Securities
None.

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ACCENTURE FORM 10-Q |  | Part II — Other Information | 36

Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
(a) None.
(b) None.
Item 6. Exhibits
Exhibit Index:

Exhibit Number |  | Exhibit
3.1 |  | Amended and Restated Memorandum and Articles of Association of Accenture plc (incorporated by reference to Exhibit 3.1 to Accenture plc’s 8-K filed on February 7, 2018)
10.1 |  | Form of Director Restricted Share Unit Agreement pursuant to the Amended and Restated Accenture plc 2010 Share Incentive Plan (filed herewith)
10.2 |  | Form of Key Executive Performance-Based Award Restricted Share Unit Agreement pursuant to the Amended and Restated Accenture plc 2010 Share Incentive Plan (filed herewith)
10.3 |  | Form of Accenture Leadership Performance Equity Award Restricted Share Unit Agreement pursuant to the Amended and Restated Accenture plc 2010 Share Incentive Plan (filed herewith)
10.4 |  | Form of Voluntary Equity Investment Program Matching Grant Restricted Share Unit Agreement pursuant to the Amended and Restated Accenture plc 2010 Share Incentive Plan (filed herewith)
10.5 |  | Form of CEO Discretionary Grant Restricted Share Unit Agreement pursuant to the Amended and Restated Accenture plc 2010 Share Incentive Plan (filed herewith)
10.6 |  | Form of Fiscal 2021 Key Executive Performance-Based Award Restricted Share Unit Agreement in France (filed herewith)
10.7 |  | Form of Fiscal 2021 Accenture Leadership Performance Equity Award Restricted Share Unit Agreement in France (filed herewith)
10.8 |  | Form of Fiscal 2021 Voluntary Equity Investment Program Matching Grant Restricted Share Unit Agreement in France (filed herewith)
31.1 |  | Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2 |  | Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.1 |  | Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
32.2 |  | Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
101 |  | The following financial information from Accenture plc’s Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2021, formatted in Inline XBRL: (i) Consolidated Balance Sheets as of February 28, 2021 (Unaudited) and August 31, 2020, (ii) Consolidated Income Statements (Unaudited) for the three and six months ended February 28, 2021 and February 29, 2020, (iii) Consolidated Statements of Comprehensive Income (Unaudited) for the three and six months ended February 28, 2021 and February 29, 2020, (iv) Consolidated Shareholders’ Equity Statement (Unaudited) for the three and six months ended February 28, 2021 and February 29, 2020, (v) Consolidated Cash Flows Statements (Unaudited) for the six months ended February 28, 2021 and February 29, 2020 and (vi) the Notes to Consolidated Financial Statements (Unaudited)
104 |  | The cover page from Accenture plc’s Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2021, formatted in Inline XBRL (included as Exhibit 101)

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ACCENTURE FORM 10-Q |  | Signatures | 37

Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: March 18, 2021

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