根據424(b)(5)條款提交
註冊聲明編號333-282399和333-282399-02

 

招股說明書補充

（至2024年9月30日的招股書）

$5,000,000,000

 

 

埃森哲資本有限公司

$1,100,000,000的3.900%到期於2027年的優先票據

$1,200,000,000的4.050%到期於2029年的優先票據

$1,200,000,000的4.250%到期於2031年的優先票據

到期於2034年的15億美元4.500%優先票據

附帶完全無條件擔保

關於埃森哲資本

Accenture plc（紐交所: ACN）的股票上漲了這一週，最新的季度報告中報告了超過9億美元的生成AI預訂。

 

 

埃森哲資本Inc.，一家特拉華州公司（「埃森哲資本」或「發行人」），正在發行總額爲11億美元的3.900%到期於2027年的優先票據（「2027年票據」），總額爲12億美元到期於2029年的4.050%優先票據（「2029年票據」），總額爲12億美元到期於2031年的4.250%優先票據（「2031年票據」）和總額爲15億美元到期於2034年的4.500%優先票據（「2034年票據」和與2027年票據，2029年票據和2031年票據一起，「票據」）。2027年票據將於2027年10月4日到期。2029年票據將於2029年10月4日到期。2031年票據將於2031年10月4日到期。2034年票據將於2034年10月4日到期。埃森哲資本將於每年4月4日和10月4日支付票據的利息，自2025年4月4日起計算。票據將以每筆最低面額爲2000美元，以及超過該等額的1000美元整數倍發行。埃森哲資本可能隨時贖回任何系列的所有票據，以及不時贖回一些票據，贖回價格爲本說明書補充提供的適用系列下的贖回價格。該描述是關於2018年定向增發的。 票據和擔保—可選贖回。埃森哲資產管理也可能以在某些情況下以等於該系列債券本金加上截至贖回日期未償付利息的贖回價格的價格贖回該系列債券，債券擔保款項參考適用於擔保的代扣稅發生變化。債券和擔保描述-可自主稅收贖回.”

該債券將由愛爾蘭上市公司（「愛爾蘭上市公司」或「擔保公司」）——埃森哲有限公司提供充分和無條件擔保（「擔保」）。埃森哲資本是埃森哲有限公司的間接全資子公司。

債券將是埃森哲資本的一般無擔保和無優先債務，其支付權利與其他埃森哲資本現有和未來的無擔保和無優先債務以及全部平級。債券將不具備適用於某些埃森哲資本現有無擔保優先債務的所有契約權益。債券在全部資產擔保的部分將有效優先於埃森哲資本現有及未來全部擔保債務。

擔保將是擔保人的一般無擔保和無優先債務，其支付權利與所有擔保人現有和未來無擔保和無優先債務均相等。擔保將不具備適用於某些擔保人現有無擔保優先債務的所有契約權益。擔保在全部資產擔保的部分將有效優先於擔保人現有及未來全部擔保債務。該擔保將在結構上優先於擔保人子公司的現有和未來擔保和無擔保債務及其他負債。

 

 

投資該債券涉及高風險。請參閱“風險因素詳見第頁S-9 本招股說明書補充內容。

美國證券交易委員會或任何州證券委員會均未批准或未否決有關本票據的內容，也未對本招股說明書或隨附的招股說明書的充分性或準確性發表意見。任何相反陳述都是一種刑事犯罪。

 

		公開售價（1） 公開				承銷 折扣				收益，在此之前 費用，至 埃森哲資本
每2027票據			99.871	%			0.250	%			99.621	%
2027年債券總額		$	1,098,581,000			$	2,750,000			$	1,095,831,000
每張2029票據			99.825	%			0.350	%			99.475	%
2029年票據總額		$	1,197,900,000			$	4,200,000			$	1,193,700,000
每個2031註釋			99.838	%			0.400	%			99.438	%
2031張票據總數		$	1,198,056,000			$	4,800,000			$	1,193,256,000
2034票據轉讓			99.896	%			0.450	%			99.446	%
2034票據總額		$	1,498,440,000			$	6,750,000			$	1,491,690,000
總費用		$	4,992,977,000			$	18,500,000			$	4,974,477,000

每一系列票據的利息將從2024年10月4日開始計息。

目前，票據沒有公開市場，我們目前沒有意向申請在任何證券交易所上市任何系列票據，也不尋求將其交易上任何自動報價系統。

承銷商預計將於2024年10月4日或前後一兩天交付票據交易，這是本招股說明書補充的日期後第三個工作日，在美國國家存託公司及其參與者，包括Clearstream銀行，S.A.和Euroclear銀行SA/NV的設施內以記賬方式交付。

 

 

聯合簿記經理

 

摩根大通		BofA Securities、Deutsche Bank Securities和Wells Fargo Securities。		花旗集團		法國巴黎銀行

 

巴克萊銀行		法國興業銀行		德意志銀行證券		匯豐銀行

渣打銀行		高盛股份有限公司		摩根士丹利

本招股說明書補充的日期爲2024年10月1日。

目錄

招股說明書補充

 

關於此招股說明書補充的說明			S-ii
關於前瞻性聲明的披露			S-iii
概要			S-1
風險因素			S-9
使用資金			S-32
埃森哲有限公司的大寫			S-33
說明債券和擔保			S-34
記賬、交付和形式			S-43
某些美國聯邦所得稅考慮因素			S-47
某些愛爾蘭稅務後果			S-52
承銷（利益衝突）			S-53
在哪裏尋找更多信息			S-59
法律事項 除非適用的招股說明書另有說明，否則本招股說明書所提供證券的有效性將由紐約Ellenoff Grossman & Schole LLP律師事務所審核。如果與本招股說明書有關的法律事項由承銷商、經銷商或代理商的法律顧問通過審核，則這些律師將在適用的招股說明書中命名。			S-61
可獲取更多信息的地方			S-61

招股說明書

 

關於本招股說明書			1
在哪裏尋找更多信息			3
引用公司文件			4
有關前瞻性聲明的信息			5
風險因素			7
關於埃森哲			8
使用資金			9
債務證券和擔保的描述			10
埃森哲PLC優先股描述			24
埃森哲PLC普通A類股份描述			25
埃森哲PLC股票購買合同和股票購買單位描述			26
埃森哲PLC權證描述			27
埃森哲PLC存托股份描述			28
埃森哲PLC單位描述			29
分銷計劃			30
證券有效性			32
可獲取更多信息的地方			32

我們或承銷商未授權任何人提供除在本招股說明書補充、隨附的招股說明書或我們或代表我們準備的任何自由撰寫招股說明書所包含或納入參考的信息之外的任何信息，也未授權任何人向您提供任何其他信息。我們或承銷商對其他人可能向您提供的任何其他信息的可靠性不承擔責任，也不提供任何保證。在任何不允許發行或銷售的司法管轄區，不會發出出售這些票據的要約。此招股說明書補充、附屬招股說明書或任何自由撰寫招股說明書中包含或納入參考的信息截至信息所在文件的日期，內容準確無誤。我們的業務、財務狀況、經營業績和前景在上述任何日期之後可能發生變化。

 

S-i

關於本招股說明書

本文件包括兩部分。第一部分是本招股說明書補充，描述了本次發行的具體條款。第二部分是附屬招股說明書，描述了更多一般性信息，有些信息可能不適用於本次發行。您應該閱讀本招股說明書補充和附屬招股說明書，以及通過引用本文和那裏面的文件所附的其他信息，以及“您可以在哪裏找到更多信息.”

如果本招股說明書補充與附屬招股說明書之間關於本次發行的描述有所不同，您應該依賴本招股說明書補充中的信息。

本招股說明書補充中或在此引用或被視爲已納入此引用的任何文件中所作的任何聲明將被視爲已就本招股說明書補充的目的而被修改或取代，以至於本招股說明書補充或附屬招股說明書中包含的任何其他後續文件中的聲明也在此引用或被視爲已納入超越或修改該聲明。除非被修改或被取代，否則被修改或被取代的任何聲明都不被視爲本招股說明書補充的一部分。請參閱“您可以在哪裏找到更多信息.”

除非另有說明或上下文另有要求，本招股說明書補充中我們使用如下術語：

 

•

「埃森哲資本」或「發行人」指的是埃森哲資本公司，一家特拉華州公司；

 

•

「埃森哲有限公司」或「擔保方」是指愛爾蘭一家公開有限公司埃森哲有限公司；和

 

•

「埃森哲」，「我們」，「我們」或「我們」的意思是埃森哲有限公司以及其合併子公司，包括埃森哲資本。

重要-歐洲經濟區和英國R網絡零售投資者

PRIIPs法規/禁止銷售給歐洲經濟區的零售投資者 - 這些票據不打算在歐洲經濟區（「歐洲經濟區」）向任何零售投資者提供、出售或以其他方式提供，也不應該向任何歐洲經濟區的零售投資者提供、出售或以其他方式提供。對於這些目的，零售投資者是指符合以下情況之一的人：(i)根據2014/65/EU指令（經修訂，稱爲「MiFID II」）第4(1)條第11點的定義屬於零售客戶；(ii)在2016/97/EU指令（經修訂，「保險分銷指令」）意義上是客戶，而該客戶不符合MiFID II第4(1)條第10點定義的專業客戶；或(iii)根據2017/1129/EU法規第2(e)條定義的合格投資者。 因此，根據「PRIIPs法規」規定，未爲在歐洲經濟區向零售投資者提供或銷售使零售投資者可獲得包裝零售和基於保險的投資產品的重要信息文檔而被準備，因此，在歐洲經濟區向任何零售投資者提供、銷售或以其他方式提供這些票據可能違法。

英國PRIIPs法規/禁止向英國零售投資者銷售 - 這些票據並不打算向任何英國零售投資者提供、出售或以其他方式提供，也不應該向任何英國零售投資者提供、出售或以其他方式提供。對於這些目的，零售投資者是指符合以下情況之一的人：(i)根據EUWA的規定，根據《歐盟（退出）法案2018》和根據該法案授予立法權的任何法規，作爲歐盟（退出）法案的一部分構成同化法律第8條第2點第2版的定義的零售客戶；(ii)根據英國金融服務和市場法2000（經修改，「FSMA」）及其根據FSMA實施2016/97/EU指令的任何規則或法規的規定，屬於不符合EUWA根據歐盟《600/2014/EU法規》第4(1)條第2號定義的專業客戶的那個客戶；或(iii)不是一位合格

 

S-ii

根據歐盟《2017/1129號法規》第2(e)條定義，投資者是指根據歐盟退出法案實質部分進行同化的法律。因此，在英國沒有根據歐盟《2014/1286號法規》要求提供任何關鍵信息文件（「PRIIPs法規」），因爲該法規根據歐盟退出法案實質部分同化的法律，用於向英國的零售投資者提供或出售打包的零售和保險基礎投資產品或以其他方式向其提供。因此，在英國向任何零售投資者提供或出售票據或以其他方式向他們提供可能違反《PRIIPs法規》。對任何英國立法的參考包括該立法的任何後繼立法。

關於前瞻性聲明的披露

本募集書補充說明書、附帶說明書以及任何根據此處或其中所引用的文件可能包含根據1933年修訂的《證券法》第27A條和1934年修訂的《交易法》第21E條解釋的前瞻性陳述，涉及我們的業務、業績及其他基於我們目前的預期、估計、假設及預測的事項。用於識別這些前瞻性陳述的詞語包括「可能」、「將」、「應當」、「有可能」、「預期」、「渴望」、「期望」、「打算」、「計劃」、「項目」、「信任」、「估計」、「定位」、「前景」、「目標」等表達。這些陳述並非對未來業績的保證，並涉及很難預測的風險、不確定性及假設。前瞻性陳述基於可能未能證明準確的未來事件的假設。實際結果和業績可能與這些前瞻性陳述中表達或預測的有所不同。可能導致這種差異的風險、不確定性及其他因素，其中一些可能具有重大影響，包括但不限於下面已識別的那些。

 

•

我們的經營業績已經，並可能在未來受到波動、負面或不確定的經濟和地緣政治條件以及這些條件對我們客戶業務和業務活動水平的影響的不利影響。

 

•

我們的業務取決於爲我們的服務和解決方案產生和維持客戶需求，包括通過適應和擴大我們的服務和解決方案以響應技術和產品不斷變化的變化，以及對這種需求的顯著減少或無法適應不斷髮展的技術環境可能會對我們的經營業績產生重大影響。

 

•

與人工智能（「AI」）的開發和使用相關的風險和不確定性可能會損害我們的業務，損害我們的聲譽或引發法律或監管行動。

 

•

如果我們無法將全球各地的人員及其技能與客戶需求相匹配，並吸引和留住具有強大領導能力的專業人士，我們的業務、專業人員利用率和經營業績可能會受到重大不利影響。

 

•

我們面臨着無法保護客戶和/或埃森哲數據免受安全事件或網絡攻擊可能帶來的法律、聲譽和財務風險。

 

•

我們所處的市場競爭激烈，我們可能無法有效競爭。

 

•

我們吸引和留住客戶和員工的能力可能取決於我們在市場上的聲譽。

 

•

如果我們不能成功管理和發展與關鍵生態系統合作伙伴的關係，或者如果我們無法預期並在新技術領域建立新聯盟，我們的經營業績可能會受到不利影響。

 

•

如果我們無法保持競爭力，成本管理策略失敗，交付效率低下，或未能滿足特定服務水平或約定目標，我們的盈利能力可能會因定價壓力而受到重大影響。

 

S-iii

•

我們稅收水平的變化，以及審計、調查和稅收訴訟的變化，或稅法的變化或其解釋或執行方式的變化，都可能對我們的有效稅率、經營業績、現金流和財務狀況產生重大不利影響。

 

•

我們的經營業績可能會受到外匯匯率波動的重大不利影響。

 

•

我們的債務義務可能會對我們的業務和財務狀況產生不利影響。

 

•

會計準則的變化或在編制我們的合併財務報表時進行的估計和假設的變化可能對我們的財務結果產生不利影響。

 

•

由於我們在全球各地擁有多樣化的業務和繼續在關鍵市場擴張的策略，我們更容易受到某些風險的影響。

 

•

如果我們無法應對與規模相關的組織挑戰，我們可能無法實現業務目標。

 

•

我們可能無法成功地收購、投資或整合企業，進入合資企業或剝離企業。

 

•

如果我們承擔法律責任，我們的業務可能會受到重大不利影響。

 

•

我們的全球業務使我們面臨衆多有時候相互衝突的法律和監管要求，違反這些法規可能會損害我們的業務。

 

•

我們與政府客戶的合作使我們承擔額外的風險，政府合同環境中固有的風險。

 

•

如果我們無法保護或執行我們的知識產權，或者我們的服務或解決方案侵犯他人的知識產權，或者我們失去利用他人的知識產權的能力，我們的業務可能會受到不利影響。

 

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我們註冊於愛爾蘭，愛爾蘭法律與美國現行法律有所不同，可能給我們的股東帶來較少的保護。我們還可能會受到與我們在愛爾蘭設立公司相關的批評和負面宣發。

有關這些因素的更詳細討論，請參閱我們最近年度報告表格第「風險因素」之下的信息 10-K, 最近提交的季度報告表格第「風險因素」之下的信息 10-Q 參見美國證券交易委員會（「SEC」）提交的其他文件，本材料以及我們提交的其他文件。我們對未來展望性聲明僅以本招股說明書日期或形成聲明日期爲準，我們不承擔更新任何未來展望性聲明的義務。請參閱“風險因素.”

 

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風險因素

在做出投資決策之前，您應仔細考慮以下所述風險以及隨附招股說明書中的其他信息，以及本招股說明書補充文件、隨附招股說明書和包含在此處和其中的參考文件中陳述的其他信息。這些風險包括可能對我們的業務、運營結果、財務狀況或現金流產生重大不利影響的風險，而這些影響可能進而影響我們根據債券履行各自義務的能力。

目前尚不爲我們所知的額外風險和不被我們目前認爲是重大的不確定因素，也可能影響我們的業務運營。如果本招股說明書補充文件、隨附招股說明書或包含在此處或其中的參考文件中所討論的風險因素髮生，我們的業務、運營結果、財務狀況或現金流可能會受到重大不利影響。在這種情況下，我們證券的交易價格，包括債券在內，可能會下跌，您可能會損失全部或部分投資。

關於埃森哲的風險

業務風險

我們的運營結果過去已受到，並且未來可能受到動盪、負面或不確定的經濟和地緣政治條件以及這些條件對我們客戶業務和業務活動水平的影響的不利影響。

全球宏觀經濟和地緣政治條件影響我們、我們客戶業務以及他們所服務的市場。動盪、負面和不確定的經濟和地緣政治條件在過去已經破壞了，也可能在未來破壞商業對我們重要市場和其他市場的信心，這些市場之間日益相互依存，導致我們的客戶減少或推遲對新項目和技術的支出，導致客戶減少、延遲或取消在與我們的現有合同下的支出，這對我們的業務產生了負面影響。我們服務的一些市場增長已經放緩，並且可能繼續放緩，或者其他市場的增長可能放緩或停滯或收縮，在每種情況下都可能持續較長一段時間。由於我們在全球範圍內運營，並且在許多市場擁有重大業務，任何這些市場的經濟放緩都可能不利影響我們的運營結果。

經濟和地緣政治的不穩定性和不確定性以及需求模式的變化以多種其他方式影響我們的業務，包括使準確預測客戶需求並有效構建我們的營業收入和資源計劃變得更加困難，特別是在諮詢方面。經濟和地緣政治的不穩定性和不確定性尤其具有挑戰性，因爲這可能需要一些時間，以便由這些和其他因素導致的需求模式的影響和變化在我們的業務和運營結果中顯現出來。經濟和政治的不確定性導致的需求模式的變化，包括由於地緣政治緊張局勢加劇、通貨膨脹、經濟衰退、全球貿易政策變化、全球衛生緊急情況及對我們、我們的客戶和我們服務的行業造成的影響，以往曾對我們的運營結果產生負面影響，並且未來可能會對我們的運營結果產生重大負面影響。例如，根據我們初步估計的財務結果，其中一些條件減緩了客戶支出的速度和水平，特別是在2024財年期間較小合同以及我們諮詢服務方面。客戶繼續把重點放在規模龐大的轉型上，這將在較長時間內轉化爲營業收入。

我們的業務取決於爲我們的服務和解決方案產生和維持客戶需求，包括通過調整和擴大我們的服務和解決方案，以應對技術和產品不斷變化，並且對這種需求的顯著減少或無法應對不斷髮展的技術環境可能會對我們的運營結果產生重大影響。

我們的財務結果在一定程度上取決於我們服務和解決方案的需求，這可能會受到許多因素的負面影響，其中許多因素超出我們的控制範圍，與我們的工作成果無關。

 

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如上所述，全球經濟和政治形勢不穩、負面或不確定，以及我們所服務市場的增長率下降或收縮，已經嚴重影響，並且未來可能會繼續影響客戶對我們服務和解決方案的需求。我們的成功在一定程度上取決於我們繼續開發和實施能夠預見並應對技術快速持續變化以及滿足客戶不斷演變需求的服務和解決方案的能力。一些重要變化領域的示例包括數字化、雲計算、安全相關的服務，這些領域不斷髮展演變，以及人工智能、生成式人工智能、增強和虛擬現實、自動化、blockchain、物聯網、量子和邊緣計算、基礎設施和網絡工程、智能連接產品、數字工程和製造、以及機器人解決方案等領域的發展。 當我們將服務和解決方案拓展至這些新領域時，我們可能面臨操作、法律、監管、倫理、技術等新領域特定風險，這可能會對我們的聲譽和對我們服務和解決方案的需求產生負面影響。

技術發展可能會對我們客戶的技術成本和使用產生重大影響，並且，在雲計算、數據和人工智能解決方案方面，可能會影響我們的收入來源性質。其中一些技術進展已經減少並取代了我們歷史服務和解決方案的部分內容，未來將繼續如此。這已導致，並且可能在未來導致客戶推遲在現有合同和協議下的支出，並推遲與我們評估新技術時進入新合同。這樣的技術發展和支出延遲可能會對我們的運營成果產生負面影響，如果我們無法推出反映這些技術進展價值的新定價或商業模式，或者如果在新技術上的支出速度和水平不足以彌補任何差距。

我們服務的行業發展可能是快速的，也可能會將需求轉向新服務和解決方案。如果由於新技術或我們服務的行業發生變化，客戶對新服務和解決方案的需求增加，我們可能在這些新領域競爭力下降，或需要進行重大投資以滿足這種需求。我們的增長策略側重於應對這些類型的發展，通過推動創新並在收購、合資企業和與我們當前產品相關的鄰接領域進行戰略投資，使我們能夠將業務拓展到新的增長領域。如果我們沒有足夠投資於新技術，適應行業發展，或者未能以足夠的速度和規模演進和擴展業務，或者未能進行正確的戰略投資來應對這些發展併成功推動創新，我們的服務和解決方案，我們的經營業績，以及我們發展和保持競爭優勢的能力以及執行我們的增長戰略的能力都可能受到不利影響。

在特定的地理市場、服務或行業群體中，少數幾家客戶已經爲該地理市場、服務或行業群體的收入貢獻了，或者，將來可能爲其貢獻相當大比例的收入，並且這些客戶決定延遲、減少或取消對我們服務和解決方案的支出，已經並可能會對相關地理市場、服務或行業群體的經營業績產生不成比例的影響。

我們很多的諮詢合同期限不到12個月，這些合同通常允許客戶在最短30天的通知期內終止協議。而長期、更大規模和更爲複雜的合同，比如我們大多數的託管服務合同，通常需要更長的通知期限來終止，且通常包括需要支付給我們的提前終止費用，但這筆費用可能不足以支付我們的成本或彌補預期減少的持續收入和利潤。我們的許多合同允許客戶終止、延期、減少或取消對我們提供的服務和解決方案的支出。此外，客戶可以選擇不留用我們進行額外階段的項目，嘗試重新談判合同條款或取消或推遲額外計劃的工作。當合同終止或不被續簽時，我們失去了預期的收入，而替補失去的收入可能需要花費相當長的時間。因此，我們後續期間的經營業績可能會明顯低於預期。客戶的具體業務或財務狀況、管理層變動和客戶策略變化也是導致終止、取消或推遲的因素。

 

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與人工智能的發展和使用相關的風險和不確定性可能會對我們的業務造成損害，影響我們的 聲譽或引發法律或監管行動。

我們正在越來越多地應用 人工智能相關的 科技，包括AI演算法，應用於我們的服務和解決方案中，應用於我們向客戶交付工作的方式，以及我們的內部運營。此外，我們正在創建新的產品以實現 客戶的人工智能解決方案。我們在人工智能方面進行了大量投資，並且仍在不斷承擔顯著的開發和運營成本，以開發和部署我們自己和客戶的人工智能服務和解決方案。如果我們無法 繼續開發領先的人工智能服務和解決方案，包括AI演算法，我們可能會失去在這一領域的領導地位，並未能實現我們在人工智能投資中預期的收益。

人工智能技術複雜且迅速發展，我們面臨着來自競爭對手的重大競爭，包括來自我們自己的客戶，他們可能會開發自己的 與人工智能相關的 能力，這可能會導致我們的服務或解決方案的需求減少。隨着這些技術的發展，目前由我們員工執行的一些服務和任務將被自動化替代，包括 人工智能啓用的 這些解決方案將導致我們服務的需求減少和/或對我們專業人士的利用率產生不利影響，前提是這些服務的需求未被新服務的需求所取代。利用人工智能能力來支持我們的內部職能和運營還帶來了額外的風險、成本和挑戰，包括在這些風險因素中討論的內容。

人工智能技術的發展、採用和使用仍處於早期階段，涉及顯著的風險和不確定性，這可能使我們面臨法律、聲譽和財務損害。人工智能算法和訓練方法可能存在缺陷，數據集可能過於寬泛、不足或包含偏見信息。此外，使用人工智能可能會引發與有害內容、準確性、偏見、知識產權侵權或挪用、誹謗、數據隱私、網絡安全概念以及健康和安全相關的風險，還可能帶來新或增強的政府或監管審查、訴訟或其他法律責任，或倫理問題，這些都可能對我們的業務、聲譽或財務結果產生不利影響。

有關人工智能的發展規則、法規和行業標準可能要求我們承擔重大成本，以修改、維護或調整我們的業務實踐、服務和解決方案，以符合美國和 非美國 的規則和法規，這些法規的性質目前尚無法確定，並且可能因司法管轄區而異。 我們運營的幾個司法管轄區正在考慮或已提出或頒佈立法和政策來監管人工智能和 非個人 數據，例如歐盟的人工智能法案和美國的 關於人工智能的行政命令。這些法規可能對我們如何設計、構建和部署人工智能以及處理 非個人數據施加重大要求。 爲我們自己和客戶的數據，或者限制我們將某些人工智能能力融入到我們的產品中的能力。

雖然我們旨在負責任地開發和使用人工智能，並努力識別和緩解其使用所帶來的倫理和法律問題，但我們可能未能在問題出現之前識別或解決這些問題。未能妥善應對與我們服務和解決方案中人工智能技術的負責任使用相關的擔憂，可能會對我們的聲譽造成損害或導致財務責任，因此，可能會增加我們應對或緩解此類風險和問題的成本。

如果我們無法將人才及其技能與全球客戶需求匹配，並吸引和留住具有強大領導能力的專業人才，我們的業務、專業人員的利用率以及我們的經營成果可能會遭受重大不利影響。

我們的成功在很大程度上依賴於我們能夠保持具備市場領先技能和能力的人才與全球客戶需求之間的平衡，以及我們能夠吸引和留住具有知識和技能的人才，以在全球範圍內領導我們的業務。我們必須招聘或重新培訓、留住並激勵適當數量擁有多樣化技能、背景、視角和生活經驗的優秀人才，才能爲全球客戶提供服務，快速應對需求、科技、行業和宏觀經濟環境的快速持續變化，並不斷創新以推動我們的業務增長。例如，如果我們無法

 

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爲了跟上科技和我們服務的行業中快速持續變化的步伐，我們可能需要僱用或重新培訓員工，否則我們可能無法創新並提供新的服務和解決方案來滿足客戶需求。市場領導技能和新技術能力的稀缺人才競爭激烈，我們的員工因其備受追捧的技能而被直接瞄準，這種情況可能會持續下去。

在某些時刻，由於技術發展或需求變化，我們可能會在某些技能或地區擁有超過我們所需的人數，或者在薪酬水平上與技能不匹配。在這些情況下，我們已經採取並可能在未來採取措施來重組我們的員工隊伍，包括減少新員工的招聘率並增加非自願解僱，以保持我們的人才和技能與客戶需求之間的平衡。在一些國家，我們根據當地法律要求與員工代表機構如工會會議進行諮詢，這可能限制我們在平衡員工隊伍與客戶需求時的操作靈活性和效率，使我們變得不具競爭力。此外，儘管我們全球員工隊伍中目前工會化的比例不大，但大量員工的工會化可能導致更高的成本和其他運營障礙。

在某些時候和某些地理區域，我們將發現很難僱用和留住足夠數量的員工，以滿足當前和/或未來的需求。在這些情況下，我們可能需要重新部署現有員工或增加對分包商的依賴，以填補某些勞動需求。如果我們在這些舉措中不成功，我們的經營成果可能會受到不利影響。

如果我們的利用率過高或過低，可能對員工的參與感和流失率、工作質量以及我們爲項目配備人手的能力產生負面影響。

我們特別依賴於留住 埃森哲 管理層的成員，這些成員具備關鍵能力。如果我們無法做到這一點，我們在創新、創造新業務機會以及有效領導大型和複雜轉型和客戶關係方面的能力可能會受到威脅。我們依賴於識別、發展和留住頂尖人才以創新和領導我們的 業務。這包括在技術熟練員工可能有限的市場中發展人才和領導能力。我們在關鍵市場的擴展能力在很大程度上依賴於我們吸引、發展、留住和整合地方業務的領導者和具備關鍵能力的人員。

我們的股權激勵補償計劃和其他 變量 現金補償項目以及晉升，旨在獎勵表現優異的個人對我們的貢獻，並提供激勵使他們留在我們公司。如果由於公司的表現或波動性，或我們股票價格缺乏正面表現，導致這些激勵預期的價值或晉升步伐未能實現，或者如果我們的整體補償方案未被視爲具有競爭力，我們吸引和留住所需人才的能力可能會受到負面影響。此外，如果我們未能獲得 股東 批准，繼續根據我們認爲必要的數量授予股權獎勵，我們的吸引和留住人才的能力可能會受到負面影響。

我們面臨法律、聲譽和金融風險，因爲未能保護客戶和/或 埃森哲 的數據免受安防 事件或網絡攻擊的影響。

我們依賴信息技術網絡和系統來安全地處理、傳輸和存儲電子信息，以及在全球各地與我們的員工、客戶、生態系統合作伙伴和供應商之間進行溝通。隨着這一基礎設施的廣度和複雜性不斷增加，包括由於對移動科技、 社交媒體 和基於雲的服務的依賴和使用日益增加，隨着越來越多的員工繼續遠程工作，以及網絡攻擊變得越來越複雜（例如深度僞造和人工智能生成的社交工程），安防 事件和網絡攻擊的風險也在增加。威脅行爲者可能利用新興的人工智能技術開發新的黑客工具和攻擊方法，利用漏洞，掩蓋他們的活動，並增加威脅歸屬的難度。這些事件可能導致我們和客戶系統的停機、干擾或損壞。

 

S-12

合作伙伴和供應商，以及對敏感或機密信息的未經授權披露，包括個人數據和專有業務信息。過去，我們經歷過，未來我們可能會再次經歷，數據安全事件，這些事件源於對我們及我們的服務提供商系統的未經授權訪問，以及對我們和客戶數據的未經授權獲取，包括：意外披露， 系統配置錯誤，釣魚勒索或惡意軟體攻擊。此外，我們的客戶經歷過，未來也可能會經歷，由我們啓用、管理或提供的系統和基於雲的服務的違規行爲。迄今爲止，這些 事件對我們或客戶的經營沒有產生重大影響；然而，不能保證未來這種影響不會是重大的，這些事件在過去產生過的影響，未來可能仍會產生如下討論的影響。

在向客戶提供服務和解決方案時，我們經常管理、利用和存儲敏感或機密的客戶、埃森哲或其他第三方數據，包括客戶和其他個人數據及專有信息，我們預計這些活動將會增加，包括通過使用人工智能、物聯網和分析。未經授權的披露 或使用、拒絕訪問、或其他涉及敏感或機密客戶、供應商、生態系統合作伙伴或埃森哲數據的事件，無論是由於系統故障、員工過失、欺詐、挪用，或網絡安全、勒索軟體或惡意軟體攻擊，或其他有意或無意的行爲，都可能損害我們的聲譽和我們在市場上的競爭地位，擾亂我們或客戶的業務，導致我們失去客戶，並導致重大財務 損失和法律責任。同樣，未經授權訪問或通過、拒絕訪問、停機或其他涉及我們的軟體和IT供應鏈的事件， software-as-a-service 提供商，我們或我們的服務提供商的信息系統，或我們爲客戶開發的信息系統，無論是由我們的員工還是第三方造成，包括計算機程序員、黑客、組織犯罪成員和/或國家支持的組織，他們不斷開發和部署病毒、勒索軟體、惡意軟體或其他惡意軟體程序或社交工程攻擊，已經導致並可能在未來造成負面宣傳、重大修覆成本、法律責任、對我們聲譽的損害以及政府制裁，並可能對我們的經營業績產生重大不利影響——請參見下面標題爲“如果我們承擔法律責任，我們的業務可能會受到重大不利影響。網絡安全威脅不斷擴展和演變，變得越來越複雜和先進，增加了檢測和防禦它們的難度，並維持有效的安防措施和協議。

我們受到衆多法律和法規的約束，這些法律法規旨在保護這信息，包括隱私和網絡安全法，如歐盟的通用數據保護條例（「GDPR」）、英國的GDPR、美國各州近期的全面隱私立法以及各種其他美國聯邦和州法律，管理隱私、健康或其他個人身份信息的保護，以及其他地區的數據隱私和網絡安全法律，以及相關的合同義務。 這些法律和法規仍然在不斷髮展，複雜性和數量不斷增加，並且在我們運營的各個國家之間越來越多地發生衝突，導致我們面臨更大的合規風險和成本。各種隱私法律對個人數據的處理施加了合規義務，包括數據本地化和數據的跨境轉移，以及不合規的重大財務罰款。例如，未能遵守GDPR可能會導致監管執法行動，這可能導致全球營業收入高達4%的貨幣罰款，停止某些數據處理操作的命令，民事訴訟或聲譽損害。如果任何人，包括我們的任何員工，疏忽忽視或故意違反我們在客戶、第三方或埃森哲數據方面制定的控制措施，或以其他方式錯誤管理或挪用該數據，我們可能會面臨重大訴訟、貨幣損害、監管執法行動、罰款和/或在一個或多個司法管轄區內的刑事起訴。這些貨幣損害可能不受合同責任限制或不包括附帶或間接損害，且可能相當重大。此外，我們的責任保險，包括網絡保險，可能在類型或金額上不足以保護我們免受與安全事件、網絡攻擊和其他相關事件有關的索賠。

 

S-13

我們所經營的市場競爭激烈，可能無法有效競爭。

我們提供服務和解決方案的市場競爭激烈。我們的競爭對手包括：

 

•

大型跨國IT服務提供商，包括大型全球科技提供商的服務部門；

 

•

離岸 低成本區域的IT服務提供商，尤其是在 印度；

 

•

提供諮詢、託管服務以及其他IT服務和解決方案的會計師事務所和諮詢公司；

 

•

在特定地理市場、行業或服務領域與我們競爭的解決方案或服務提供商，包括廣告公司控股公司、工程服務提供商和科技 初創公司 和其他能夠快速擴展以專注於或顛覆特定市場並提供新或替代產品、服務或交付模型的公司；以及

 

•

內部 大型企業的IT部門使用自己的資源，而不是聘請外部公司，例如越來越多設立全球能力中心的公司。

一些競爭對手可能擁有比我們更強大的財務、營銷或其他資源，因此，可能在爭取新業務和優秀專業人才方面更具競爭力，可能能夠比我們更快地創新並提供新服務和解決方案，或者可能能夠比我們更早處理對服務和解決方案的需求。我們的競爭對手也可能合作創建競爭產品。

即使我們有潛在的產品能夠滿足市場或客戶需求，競爭對手也可能在銷售他們提供的類似服務方面更成功，包括向我們的客戶提供服務。一些競爭對手在某些市場更具優勢，這可能使我們在這些市場上執行增長策略變得更具挑戰性。此外，競爭對手也可能提供更具攻擊性的定價或合同條款，這可能會影響我們贏得業務的能力。我們未來的業績在很大程度上依賴於我們在目前服務的市場中成功競爭和擴張的能力。如果我們無法成功競爭，我們可能會將市場份額和客戶輸給競爭對手，這可能會對我們的經營結果產生重大不利影響。

此外，由於科技行業公司通過戰略性併購、收購或團隊合作安排而導致的整合，我們可能面臨更大的競爭。整合活動可能導致新的競爭者出現，他們規模更大、業務覆蓋面更廣或提供的服務更具吸引力。競爭對手、生態系統合作伙伴或新進入者提供的新服務或技術可能使我們的產品在與其他替代品相比時顯得不夠差異化或競爭力，這可能會對我們的經營結果產生不利影響。上述描述的科技公司，包括我們許多生態系統合作伙伴，越來越能夠提供與他們的軟體、平台、雲遷移和其他解決方案相關的服務，或者正在開發需要集成服務的更少或完全取代這些服務的軟體、平台、雲遷移和其他解決方案。這些更爲集成的服務和解決方案可能對客戶而言比我們的某些服務和解決方案更具吸引力，這可能會對我們的競爭地位和經營結果產生重大不利影響。

我們吸引和留住業務和員工的能力可能取決於我們在市場上的聲譽。

我們認爲埃森哲品牌名稱和我們的聲譽是重要的企業資產，幫助將我們的服務和解決方案與競爭對手區分開，並且也有助於我們招募和留住優秀員工。然而，我們的企業聲譽容易受到重大事件的損害，例如與客戶或競爭對手的爭執、網絡安全事件或服務中斷、內部控制缺陷、交付或解決方案失敗、合規違規、政府調查或法律程序。我們也可能遭受來自員工、倡導團體、監管機構、投資者和其他相關方的聲譽損害，他們可能不同意我們提供的服務和解決方案、我們服務的客戶或市場，或我們經營業務的方式。同樣，我們的聲譽也可能因某些行爲或聲明而受到損害。

 

S-14

對當前或前客戶、董事、員工、競爭對手、供應商、生態系統合作伙伴、合資企業夥伴、法律訴訟中的對手、立法者或政府監管者，以及投資社區或媒體成員，包括社交媒體影響者和倡導團體的風險。

有風險的是，關於埃森哲的負面或不準確信息，即使基於謠言或誤解，也可能對我們的業務產生不利影響。損害我們的聲譽可能難以、耗費金錢且耗費時間來修復，可能使潛在或現有客戶不願選擇我們進行新項目，也可能對我們與生態系統合作伙伴的關係產生負面影響，導致業務損失，並可能不利影響我們的招聘和留才工作。損害我們的聲譽也可能降低埃森哲品牌名稱的價值和有效性，並可能減少投資者對我們的信心，實質性不利影響我們的股票價格。

我們的品牌和聲譽也與我們對各種企業環保、社會和治理（ESG）倡議的公共承諾相關聯。我們在這些事務上的披露，以及未能或被認爲未能實現或準確報告我們的承諾，可能會損害我們的聲譽並對我們的客戶關係或招聘和留才工作產生不利影響，同時也可能使我們面臨潛在的法律責任。此外，我們在這些問題上採取或不採取的立場可能會在我們的一些員工、客戶或潛在客戶、投資者、立法者或政府監管者，以及媒體成員或倡導團體中不受歡迎，這可能影響我們吸引或保留員工的能力或對我們服務的需求。我們也可能選擇不與潛在客戶開展業務，或由於這些立場而中止或不擴大與現有客戶的業務。

如果我們未能成功管理和發展與關鍵生態系統合作伙伴的關係，或者如果我們未能預見和建立新技術上的新聯盟，我們的運營結果可能會受到不利影響。

我們與能力互補的公司建立了聯盟。我們營業收入和服務與解決方案的很大一部分基於一些主要生態系統合作伙伴提供的科技或軟體。請參閱我們最新年度報告第一部分中的「業務—服務」。 10-K.

我們通過這些聯盟開展的業務可能會因各種原因減少或無法增長。我們生態系統合作伙伴的優先事項和目標可能與我們不同。他們提供的服務和解決方案可能與我們的部分服務和解決方案相競爭。他們也可能與我們的競爭對手形成更密切或更優先的安排。

我們的一些生態系統合作伙伴也是我們的大型客戶或科技供應商。我們所做的決策 與…… 一個生態系統合作伙伴可能會影響我們與其他生態系統成員的持續聯盟關係。

我們的生態系統合作伙伴可能會受到全球事件、變化的宏觀經濟環境以及供應鏈或服務中斷的影響，以及對其產品和服務需求的快速增長，任何這些因素都可能影響他們在我們預期的時間框架內或以預期價格提供其產品和服務的能力。此外，我們的生態系統合作伙伴也可能會經歷對其科技或軟體需求的減少，例如，響應科技變化的需求，這可能會降低對我們服務和解決方案的相關需求。

我們必須預測並應對科技的持續變化，並與新的相關科技和服務提供商建立聯盟關係。我們必須在這些提供商生命週期的早期與他們建立有意義的聯盟，以便我們能夠培養具備新科技技能的合格人員。如果我們無法維持與現有合作伙伴的關係，並識別新興的相關科技提供商以擴展我們的生態系統合作伙伴網絡，我們可能無法有效區分我們的服務或在市場上有效競爭。

 

S-15

如果由於任何原因我們無法從聯盟關係中獲得預期的好處，我們可能會變得不夠競爭力，無法爲客戶提供有吸引力的解決方案，從而可能對運營業績產生不利影響。

金融風險

如果我們無法保持競爭力，成本管理策略失敗或出現交付效率低下，未能滿足某些約定目標或具體服務水平，導致定價壓力，我們的盈利能力可能會受到重大影響。

我們的盈利能力高度依賴於各種因素，任何下列因素可能對其產生重大影響：

定價壓力已經對我們的盈利能力產生了負面影響，並可能繼續產生負面影響。我們可以爲我們的服務和解決方案收費的價格受到多種因素的影響，包括：

 

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一般經濟和政治條件；

 

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我們客戶希望降低成本；

 

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我們行業的競爭環境；

 

•

競爭對手引入新技術（例如生成式人工智能）、服務或產品，可能會降低我們獲取有利定價的能力，並影響我們所提供服務或解決方案的整體經濟情況；

 

•

我們準確估算服務交付成本的能力，有時決定於這些成本，包括我們估計通貨膨脹和匯率期貨對我們服務交付成本的長期合同產生的影響；

 

•

客戶的採購實踐及其對第三方顧問的使用。

如果我們無法保持競爭力，我們的盈利能力可能會受到影響。. 我們所在行業的競爭環境以多種方式影響我們以目標經濟性獲得新合同的能力，其中任何一種方式都可能對我們的經營業績產生重大負面影響。我們無法區分我們的服務和解決方案或清晰傳達我們服務和解決方案的價值，風險越高，我們在贏得足夠量的新項目以及以我們的目標定價和整體經濟性贏得新項目的能力就越大。競爭對手有時可能願意承擔更多風險或以低於我們的價格投標，以進入市場或增加市場份額。

如果我們的成本管理策略不成功，我們的盈利能力可能會受到影響，我們可能無法提高盈利能力。 我們改善或維持盈利能力的能力取決於成功管理成本，包括採取行動減少某些成本和優化我們的業務。我們的成本管理策略包括保持服務和解決方案需求與交付所需的人員之間的適當配合。如果我們無法有效地管理運營成本以響應需求或定價變化，或者如果我們無法成本有效地僱傭和留住具有交付我們服務和解決方案所需的知識和技能的人員，特別是在新技術和提供的領域以及在正確的地理位置，我們可能會產生增加的成本，這可能會降低我們繼續投資於業務以實現我們計劃的增長速度和所期望的盈利水平的能力。

如果我們不能準確預測執行工作的成本、風險和複雜性，或者我們依賴的第三方未能兌現承諾，那麼我們的合同可能存在交付效率低下的問題，盈利可能低於預期甚至虧損。 我們的合同盈利能力高度依賴於我們對提供服務和解決方案所需的工作量和成本的預測，這些預測是基於可用數據的。

 

S-16

如果我們無法準確估計滿足合約承諾和/或完成客戶滿意度所需的工作量、成本或時間，我們的合同可能產生較低的利潤率，並可能無利可圖。

此外，我們許多合同中都包含將最終報酬與達成的協議績效標準或里程碑相關聯的條款。如果我們未能滿足這些標準，可能會大幅減少或取消合同下的費用，增加我們達標績效標準或里程碑所需成本，延遲預期付款或使我們面臨合同條款下的潛在損害索賠，這些任何一項都可能嚴重影響我們的盈利能力。我們也有許多合同中，一部分報酬取決於績效衡量指標，如節省成本、增加營收、產生的收益、實現的業務目標和遵守進度表。這些目標可能複雜，並可能取決於客戶實際的業務活動水平，或者可能基於後來確定不可實現或準確的假設，如果未能實現就可能對我們的利潤率產生負面影響。同樣，如果由於我們的管理、第三方或客戶未能履行承諾，或出於其他原因，導致我們經歷意外的交付困難，我們的合同可能產生較低的利潤率，並可能無利可圖。

我們越來越多地簽訂了大型、複雜的客戶項目轉型合同，以改變客戶的業務。這些交易可能涉及改變客戶的業務、將其轉移到雲端並更新其技術，同時運營部分業務。這些項目的規模和複雜性在執行過程中帶來風險和盈利挑戰，這是由於我們在交易開始階段所發生的成本和投資。特別是，大型和複雜的安排通常要求我們利用分包商，或者我們的服務和解決方案整合或與其他供應商和服務提供商的軟件、系統或基礎設施要求協調，包括與我們有聯盟關係的公司。我們的盈利能力取決於這些分包商、供應商和服務提供商能否及時交付其產品和服務，按預期成本交付，並根據項目要求執行，以及我們對其績效的有效監控。在某些情況下，這些分包商是小公司，他們可能沒有成功將其服務或產品與大規模合作或企業整合所需的資源或經驗。部分工作涉及新技術，這些技術可能不如預期地有效或提供預期的生產效益，或者可能需要比最初預測更多的工作量才能實施。此外，某些客戶工作需要使用獨特而複雜的結構和聯盟，其中有些需要我們對我們無法控制的第三方的績效承擔責任。這些任何因素都可能對我們的履行能力產生不利影響，並使我們承擔額外責任，這可能會嚴重影響我們與客戶的關係和經營業績。

我們的稅收水平變化，以及審計、調查和稅務訴訟，或者稅法或其解釋或執行的變化，可能對我們的有效稅率、經營結果、現金流和財務狀況產生重大不利影響。

我們受到多個司法管轄區的稅收約束。我們計算並提供各個我們經營的稅收司法區的稅收準備金。稅收會計通常涉及複雜事宜，並需要我們的判斷來確定我們全球收入稅及其他稅務負債的預備金。我們受到多個司法管轄區持續的審計、調查和稅務訴訟的約束。稅務機構已經不同意我們的判斷，並且在未來可能繼續不同意我們的判斷，採取越來越激進的立場反對我們的判斷，包括關於我們公司間交易的判斷。我們定期評估我們審計、調查和稅務訴訟的可能結果，以確定我們稅務負債的適當性。然而，由於這些審計、調查和稅務訴訟的結果，我們的判斷可能無法維持，並且最終支付的金額可能與先前記錄的金額大不相同。

此外，我們未來的有效稅率可能會受到對我們公司間交易的挑戰、遞延稅資產和負債價值的變化，稅法或其解釋或執行的變化，以及在擁有不同法定稅率的國家中收入結構的變化的影響。

 

S-17

匯率和會計原則的變化，包括美國公認會計原則。我們運營的司法管轄區的稅率和政策可能由於經濟、社會和政治條件的變化而發生重大變化。此外，稅法、條約或法規，或其解讀和執行的變化變得更加不可預測，且可能變得更爲嚴格，這可能會對我們的稅務狀況產生重大不利影響。我們業務所在的一些國家，包括美國和許多歐盟國家，已經實施或正在考慮實施相關稅收、會計和其他法律、法規及解讀方面的變更。這些變化最終是否會被實施，以及實施後其影響的程度仍存在重大不確定性。

總體稅收環境依然高度不確定，且日益複雜。歐洲委員會一直在進行調查， 重點關注地方國家的稅收裁定或稅收立法是否提供違反歐盟國家援助規則的優惠稅收待遇。在美國，各種提高公司所得稅的提案週期性被考慮。全球各個國家和歐盟已實施或計劃實施數字稅，以根據最終用戶所在地點對公司徵收增量稅。經濟合作與發展組織（「OECD」）是一個成員國的全球聯盟，進一步制定了Co-operation 國際稅務改革計劃。該計劃 旨在防止新的數字稅的蔓延，並通過建立一個新的全球系統來基於用戶的所在地對收入徵稅，以確保各國之間利潤的更公平分配，並通過引入全球最低稅收來對稅收競爭施加底線。愛爾蘭和我們運營的其他國家已經實施了OECD的全球最低稅率，即第二支柱，適用於我們自2025財政年度起。其他國家也在積極考慮對其稅法進行修改，以採納OECD的某些部分的 雙支柱 雙支柱 框架。我們無法預測未來OECD指導和財報解讀、相關地方國家稅收立法以及對我們兩柱制度立場的地方挑戰對我們所得稅的影響。然而，我們預計兩柱制度將進一步增加所得稅的複雜性和不確定性。各種司法管轄區對挑戰稅收立場和制定新稅法的關注增加，可能會對我們的有效稅率、經營業績、現金流和財務狀況產生重大不利影響。

儘管我們預計可以依靠美國與愛爾蘭之間的稅收協定，但立法或外交行動可能會被採取，或者該條約可能會以某種方式被修訂，以致我們無法依賴該條約。我們無法依賴該條約將使我們面臨加重的稅負或顯著額外費用。此外，法律（或其解釋或執行）對於美國聯邦所得稅目的下美國人的定義的變化，以及愛爾蘭或我們運營的其他司法管轄區的稅法或政策（或其解釋或執行）的變化，包括它們與愛爾蘭或美國的條約，都可能對我們產生重大不利影響。

我們的經營業績可能會受到外幣匯率波動的重大不利影響。

儘管我們以美元報告我們的經營業績，但我們的收入大部分以美元以外的貨幣計值。外幣匯率的不利波動對我們的經營業績產生了不利影響，並可能在未來對我們產生重大不利影響。

由於我們的綜合基本報表以美元呈現，我們必須在每個報告期內或期末將收入、費用和收益，以及資產和負債，轉化爲美元，按照當時的匯率。因此，美元對其他貨幣的價值變化將影響我們的收入、營業收入和資產負債表項目的價值，包括最初以其他貨幣計價的公司間應付款和應收款。這些變化導致我們以美元表示的增長在與其他時期進行比較時高於或低於我們以當地貨幣表示的增長。我們的貨幣對沖計劃旨在部分抵消與某些資產負債表項目價值變化相關的綜合收益的影響，但可能不會成功。此外，一些交易和餘額可能會以沒有可用市場進行對沖的貨幣計價。

 

S-18

隨着我們繼續利用我們的全球交付模式，我們產生的費用越來越多 我們爲相關服務開具賬單時使用的貨幣以外的貨幣。某些貨幣，例如印度盧比或菲律賓披索，兌我們收入所用貨幣的價值上漲可能會增加以下貨幣的成本 在以下地點提供服務 離岸 通過增加以當地貨幣計價的勞動力和其他成本來建造場所。我們的合同條款或成本管理努力可能無法抵消他們 影響，而我們的貨幣套期保值活動旨在部分抵消這種影響，但可能不會成功。這可能會導致我們使用交付中心資源的合同的盈利能力下降。在 此外，我們的貨幣套期保值活動本身也面臨風險。其中包括與套期保值合約下的交易對手錶現相關的風險、與套期保值無效相關的風險以及與貨幣波動相關的風險。我們還面對 極端經濟狀況、政治不穩定、敵對行動或下述類型的災難可能影響或消除我們正在對沖的潛在風險敞口的風險。這樣的事件可能會導致損失 在當時的貨幣套期保值中確認，這些套期保值不會被標的套期保值風險敞口的預期變化所抵消。

我們的債務義務 可能會對我們的業務和財務狀況產生不利影響。

我們目前的債務和特此發行的票據，以及任何其他債務 我們承擔的債務可能會對我們的財務狀況和未來的財務業績產生不利影響，除其他外，要求將部分預期運營現金用於償還債務，從而減少 可用於其他用途的現金流量。我們還可能需要籌集額外融資，這將取決於我們的財務狀況和業績，以及當前的市場狀況和其他因素。 超出我們的控制範圍。我們可能無法以我們可接受的條件獲得額外的融資或再融資，或者根本無法獲得任何融資，這可能會對我們償還未償債務或償還未償債務的能力產生不利影響 它到期了，可能會對我們的業務和財務狀況產生不利影響。此外，進一步的負債可能會增加我們信用評級未來下調的風險，這可能會增加未來的債務成本並限制未來 債務融資的可用性。

會計準則或我們在編制會計準則時所做的估算和假設的更改 我們的合併財務報表可能會對我們的財務業績產生不利影響。

我們的財務報表編制於 符合美國公認的會計原則。會計準則的變化可能會對我們的經營業績和財務狀況產生重大不利影響。普遍接受的申請 會計原則要求我們對影響我們報告的財務狀況和經營業績的某些項目和未來事件以及隨之而來的披露等內容做出估計和假設， 收入確認和所得稅。我們的估算基於歷史經驗、合同承諾和其他各種假設，我們認爲這些假設在當時和作出這些假設時是合理的。這些估計和 假設涉及判斷的運用，存在重大不確定性，其中一些不確定性是我們無法控制的。如果我們的估計或此類估計所依據的假設不正確，則實際結果可能與之存在重大差異 我們的估計，除其他外，我們可能需要調整收入或累積可能對我們的經營業績產生不利影響的額外成本。

運營風險

由於我們的 地域多元化的業務以及我們在全球主要市場繼續增長的戰略，我們更容易受到某些風險的影響。

我們在全球 52 個國家/地區的 200 多個城市設有辦事處和業務。我們戰略的一個方面是繼續增長 我們在全球的主要市場。我們的策略可能不會成功。如果我們無法管理全球運營和戰略的風險，我們的經營業績和增長能力可能會受到重大不利影響。

突發衛生事件或流行病；恐怖暴力行爲；政治、社會和內亂；區域和國際戰爭及其他 敵對行動和對這些戰爭和敵對行動的國際反應; 自然災害,

 

S-19

海平面上升、洪水、乾旱和水資源短缺、熱浪、野火和暴風雨等現象，可能由於氣候變化而頻率和嚴重性增加；或對這些事件的威脅或感知潛力；以及其他不可抗力事件對我們造成了負面影響，並可能在未來繼續產生顯著的負面影響。這些事件可能會對我們的客戶的業務活動水平產生不利影響，並引發區域型和全球貨幣經濟條件和循環的突然和顯著變化。這些事件還對我們的員工以及全球各地的物理設施和運營構成了重大風險，無論這些設施是我們的還是我們的生態系統合作伙伴、供應商或客戶的。通過干擾通信和旅行，增加獲取和保留高技能和合格人才的難度，這些類型的事件影響我們向客戶提供服務和解決方案的能力。電力、其他公共事業或網絡或雲服務在我們的設施或我們的員工遠程工作區域的長時間中斷，以及對我們的設施或系統，或我們的生態系統夥伴、供應商或客戶的系統的物理基礎設施損壞、系統故障、網絡攻擊或安全事件，也可能會對我們開展業務和服務客戶的能力產生不利影響。如果發生任何這些情況，我們的風險就更大，可能導致與客戶及其他埃森哲地點和人員的通信中斷，以及我們爲客戶運營的重要流程中任何停工時間，可能會對我們的運營結果和我們在市場上的聲譽產生重大不利影響。

我們的業務模式依賴於我們的全球交付能力。 雖然我們的交付中心遍佈全球，但我們在印度和菲律賓設立了大量的交付能力，這裏分別是我們員工數量最多和第二多的地方。此外，某些客戶和市場主要由單個交付中心支持。集中我們的交付能力在這些地點會帶來一些操作風險，包括本風險因素中討論的許多我們無法控制的風險，這些風險已經並可能在未來受到日益加強的地緣政治緊張局勢的加劇。雖然這些事件並沒有對我們向客戶交付服務的能力產生實質性影響，但國際衝突是不可預測的，我們可能在未來減輕這些操作風險方面不如預期成功。

我們無法保護我們的員工、設施和系統，以及我們生態系統夥伴、供應商和客戶的這些方面，免受所有此類事件的影響。我們的業務連續性和災難恢復計劃可能無效，尤其是在發生大規模災難事件，受影響的員工人數較多，或者在全球多個地點同時影響我們的員工時。我們通常沒有對恐怖襲擊、衝突和戰爭造成的損失和中斷投保。如果這些干擾阻止我們有效地爲客戶服務，我們的運營結果可能會受到顯著不利影響。

如果我們無法管理與我們規模相關的組織挑戰，我們可能無法實現我們的業務目標。

截至2024年8月31日，我們在全球約有774,000名員工。我們的規模和體量帶來了顯著的管理和組織挑戰。隨着我們的組織成長和演變，保持大企業有效標準可能變得越來越困難，並有效地將我們的知識制度化，或者及時有效地改變我們組織的策略、運營或文化。維護我們的文化、有效地管理和監控我們的員工和運營、有效地傳達我們的核心價值觀、政策和程序、戰略和目標，以及激勵、吸引和留住我們的員工可能會更加困難，尤其是考慮到我們全球的運營、新員工的增加速度和相當大比例的員工有遠程工作的選擇。我們運營的規模和範圍增加了員工從事違法或欺詐活動的可能性，或者以其他方式使我們面臨不可接受的商業風險，儘管我們努力對他們進行培訓並保持內部控制以防止這種情況。例如，員工的不當行爲可能涉及對我們信任的敏感或機密信息的錯誤使用，或不當獲取，或未能遵守有關保護敏感或機密信息的立法或規定，包括個人數據和專有信息。此外，員工不當使用社交網絡和未獲批准的技術，如公共的、免費的生成性人工智能工具，可能導致機密性泄露。

 

S-20

未經授權泄露的 非公開 公司信息或損害我們聲譽。如果我們繼續不發展並實施正確的流程 和工具來管理我們的企業，並將我們的文化和核心價值觀灌輸給所有員工，我們成功競爭和實現我們業務目標的能力可能會受到影響。此外，從時間上看，我們已經做出了改變，可能 會繼續對我們的運營模式進行更改，包括我們如何組織，因爲我們的業務的需求和規模發生變化，如果我們沒有成功實施這些變化，我們的業務和運營結果可能會受到負面影響。

我們可能無法成功收購、投資或整合業務，進入合資企業或剝離業務。

我們預計將繼續追求戰略收購、投資和合資企業，以增強或補充我們的技能和能力或 服務和解決方案的提供，或使我們能夠在某些地理和其他市場擴展。我們已經增加並可能在未來再次增加在此類機會中投資的資本。這些收購和其他 交易及投資涉及挑戰和風險，例如，我們可能無法成功完成目標交易，包括市場變得日益競爭激烈的結果，或實現預期的運營成果。在我們增加在這些機會中投資的資本時，就像我們在2024財年所做的那樣，與這些投資相關的風險，如下文進一步描述的，也增加了。

此外，我們面臨成功整合我們可能收購的任何業務的風險，且這些風險可能因我們執行的交易的規模和 數量而加劇。持續的業務可能會受到干擾，我們管理層的注意力可能會因收購、投資、過渡或整合活動而分散。此外，我們可能需要投入額外的 管理和其他資源，而我們的組織結構可能使我們難以有效地將收購的業務整合到我們的持續運營中，以及將這些業務的員工融入我們的文化和 運營中。關鍵高管、員工、客戶、供應商、承包商和其他商業夥伴的流失可能會對資產、運營或業務的價值產生不利影響。此外，收購或合資企業 可能導致重大成本和費用，包括與保留支付、股權補償、遣散費、提前退休成本、無形資產攤銷和資產減值費用相關的成本，增強控制、程序和 政策，包括與財務報告、披露和網絡與信息安全相關的政策，假設的訴訟和其他負債，以及法律、會計和財務顧問費用，這可能會隨着在這些收購和合資企業中投資的資本增加而對我們的盈利能力產生負面影響。由於進入我們有限或沒有直接先前經驗的新市場，或競爭對手可能在市場上擁有更強的市場地位，我們可能會面臨困難。

在某些情況下，我們未能完全實現我們所進行的任何收購、投資或合資企業的預期收益或戰略目標，並且未來可能會繼續出現這種情況。我們可能無法獲得預期的投資回報，或者可能會遭受損失。我們可能會受到從我們收購或投資的公司承擔的負債的不利影響，包括該公司的已知和未知義務、知識產權或其他資產、被終止的員工、當前或前任客戶或其他第三方。此外，我們可能未能識別或充分評估在收購、投資或與一家公司合作之前某些負債、缺陷或其他情況的嚴重性，包括由於收購目標之前的活動，或由於與財務報告、披露和網絡與信息安全環境相關的收購控制帶來的監管制裁或負債的潛在風險。我們每年執行的交易數量可能增加這種風險。如果發生任何這些情況，可能會導致意想不到的監管或法律風險，包括與新客戶或現有客戶的訴訟、不利的會計處理、意外增加的稅收或對我們與客戶及業務關係的其他不利影響。此外，對於我們所投資的合資企業和業務，以及我們擁有少於100%股權的公司，我們對其業務運營的控制程度較低。這種較低的控制程度可能使我們面臨額外的聲譽、財務、法律、合規或運營風險。訴訟、賠償要求和其他不可預見的索賠和負債可能會因收購或運營被收購的業務而產生。例如，我們可能面臨訴訟或其他

 

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由於收購協議的某些條款和條件，例如可盈利付款或關閉工作資金調整，可能會產生索賠。或者，股東訴訟可能因擬議的收購而產生。如果我們無法完成我們的投資計劃中的數量和類型，或者如果我們在將收購的業務整合到我們的事件；事件控制項中時效率低下或不成功，我們可能無法實現 我們計劃的增長率，或改善我們的市場份額、盈利能力或在特定市場或服務中的競爭地位。

我們也 定期評估，並參與資產和業務的處置。出售可能會涉及操作、服務、產品和人員分離的困難，管理層注意力的轉移，業務的干擾以及關鍵員工的潛在流失。在與買方達成業務處置協議後，交易可能會受到滿足的條件的限制， 預先關閉 包括獲得必要的監管和政府批准，如果未能滿足或獲得這些條件，可能會阻止我們完成交易。出售可能還涉及對出售的資產和業務的持續財務參與或責任，例如賠償或其他財務義務，出售的資產或業務的表現可能會影響我們的事件；事件控制項結果。我們進行的任何出售都可能對我們的事件；事件控制項結果產生不利影響。

法律和監管風險

如果我們遭受法律責任，我們的業務可能會受到重大不利影響。

我們可能會在正常的業務過程中，成爲各種訴訟或其他索賠和訴訟的當事方。我們的業務面臨與現有和前員工、客戶、生態系統合作伙伴、分包商、供應商、競爭對手、股東、政府機構或其他通過私人訴訟、集體訴訟、吹哨人索賠、行政程序、監管行動或其他訴訟產生的訴訟風險。無論索賠是否合理，辯護當前和未來訴訟的成本可能會很高，這些事務可能會耗時並轉移管理層的注意力和資源。訴訟和其他法律程序的結果本質上是不確定的，在一些或所有這些法律糾紛中不利的判決或和解可能導致對我們造成重大不利的金錢損失、罰款、處罰、取消資格或針對我們的禁止令。任何索賠或訴訟，即使完全獲得賠償或投保，也可能損害我們的聲譽，使我們更難以有效競爭或獲得足夠的保險。

如果我們未能履行合同義務，導致內部控制或客戶其他缺陷，或其他方面違反對第三方的義務，包括客戶、生態系統合作伙伴、員工及前員工，以及我們與之開展業務的其他方，並且我們的分包商違反或爭議與他們的協議條款，阻礙我們履行對客戶的義務，或我們的服務或解決方案對我們的員工、客戶、公衆或財產造成身體傷害或財產損失，我們可能面臨重大法律責任和訴訟費用。例如，通過接管客戶業務的某些部分的運營，包括對客戶核心業務至關重要的功能和系統，通過參與客戶產品的設計、開發、製造和/或工程，或通過提供各種運營技術、數字製造和機器人或其他行業自動化設備解決方案，以及基礎設施項目的諮詢、管理和工程服務，我們可能面臨特定於這些領域的額外和不斷演變的運營、監管、聲譽或其他風險，包括與數據安全、產品責任、健康與安全、危險材料和其他環保風險相關的風險。基於我們的服務或解決方案，客戶的系統、產品或基礎設施的失敗也可能使我們面臨重大損害賠償的索賠，這可能對我們的運營結果產生重大不利影響。

爲了保持競爭力，我們越來越多地根據客戶的合同條款簽訂協議，同時進行風險評估，這可能使我們面臨額外風險。此外，競爭對手的合同實踐，以及日益複雜的客戶的需求，可能導致對我們不利的合同條款和條件成爲行業的新標準。我們可能

 

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承諾提供我們無法交付的服務或解決方案，或其交付可能會降低我們的盈利能力或給我們造成財務損失。如果我們無法或不履行我們的合同 義務，如果我們的協議條款沒有充分限制我們的潛在責任，則不執行責任限制，或者第三方指控欺詐或其他不當行爲以阻止我們依賴這些合同 保護，我們可能面臨重大的法律責任和訴訟費用，我們的經營業績可能會受到重大不利影響。此外，隨着我們將服務和解決方案擴展到新領域，我們可能會面臨更多和 這些新領域特有的風險不斷變化。

此外，我們代表客戶提供平台信任和安全服務，包括 內容審核，由於我們的員工審查的材料的性質，這可能會對他們產生負面影響。關於我們提供這些服務以及與該條款相關的訴訟，我們一直受到媒體的報道 這些服務可能導致不利的判斷或和解或政府的詢問和調查。

雖然我們維護 某些潛在負債的保險，此類保險並不涵蓋所有類型和金額的潛在負債，並且有各種例外情況以及可收回金額的上限。即使我們認爲索賠屬於 保險，保險公司可能會出於各種潛在原因對我們的賠償權提出異議，這可能會影響時機，如果佔上風，還會影響我們的賠償金額。

我們的全球業務使我們面臨衆多、有時甚至相互矛盾的法律和監管要求，違反這些法規可能會造成損害 我們的業務。

在各種各樣的問題上，我們面臨着衆多、不斷變化、有時甚至是相互衝突的法律制度 反腐敗、進出口管制、內容要求、貿易限制、關稅、稅收、制裁、移民、內部和披露控制義務、證券監管，包括ESG監管和報告要求， 反競爭，反洗錢，數據隱私和保護，政府合規， 工資和工時 標準, 僱傭和勞資關係, 產品責任, 健康與安全、環境、人權和人工智能法規，例如歐盟的《人工智能法》。制裁環境導致了新的制裁和貿易限制，這可能會損害與受制裁個人的貿易 國家，以及對我們的客戶、生態系統合作伙伴和我們之間的區域貿易生態系統的負面影響。例如，由於爲應對俄羅斯入侵烏克蘭而實施的制裁，我們被限制提供某些服務 我們爲某些地區的客戶提供的服務。我們的業務和供應鏈的全球性質，包括我們可能不太發達或不了解法律體系的新興市場，以及我們在多個領域的業務的多樣性 在受監管的行業中，進一步增加了合規難度。遵守不同的法律要求既昂貴又耗時，並且需要大量資源。在我們的行爲中違反其中一項或多項法規的行爲 業務可能會導致對我們和/或我們的員工處以巨額罰款、執法行動或刑事制裁、禁止經商和損害我們的聲譽。與履約有關的違反這些法規的行爲 我們對客戶的義務也可能導致重大金錢損失、罰款、執法行動和/或刑事起訴或制裁、不利宣傳和其他聲譽損害以及對我們能力的限制的責任 有效履行我們的合同義務，從而使我們面臨客戶的潛在索賠。由於我們開展業務的國家法律體系的發展程度不同，當地法律可能不盡如人意 制定或提供了足夠明確的指導，可能不足以保護我們的權利。

特別是，在許多地方 世界，包括我們開展業務和/或尋求擴張的國家，當地商界的做法可能不符合國際商業標準，並可能違反反腐敗法律或法規，包括美國外國法律或法規 《反腐敗法》和《2010年英國反賄賂法》。我們的員工、分包商、供應商、代理商、聯盟或合資夥伴、我們收購的公司及其員工、分包商、供應商和代理以及其他第三方 我們認爲，可能會採取違反旨在促進法律和監管合規性或適用的反腐敗法律或法規的政策或程序的行動。我們、我們的員工或任何人違反這些法律或法規的行爲

 

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這些第三方可能使我們面臨刑事或民事執法行動（無論我們是否參與或知悉導致違規的行爲），包括罰款或 處罰、利潤沒收以及禁入或取消工作資格，包括美國聯邦合同，任何這些都可能對我們的業務產生實質性不利影響，包括我們的運營結果和聲譽。

法律和法規的變化也可能要求我們對實施服務和解決方案的方式進行重大且高成本的改變，或者可能 對我們的服務和解決方案施加額外稅費。例如，限制使用的法律和法規的變化， 離岸 與我們的工作有關的資源， 離岸 已經在各個司法管轄區時不時地提出，可能會對我們的運營結果產生不利影響。這些變化可能導致合同被終止或工作被轉移到境內，給我們帶來更高的成本，並可能對我們從政府客戶那裏獲得未來工作的能力產生負面影響。

對ESG問題日益關注導致了並預計將繼續導致法律和監管要求的採納，旨在減少氣候變化對環境的影響，以及法律和監管要求要求與氣候、人權和供應鏈有關的披露。如果新法律或法規比當前的法律或監管要求更爲嚴格，我們可能會面臨增加的合規負擔和成本以滿足這些義務。此外，我們選擇的自願披露框架和標準，以及這些框架和標準的解釋或應用，可能會不時發生變化，或可能無法滿足投資者或其他利益相關者的期望。我們實現我們ESG承諾的能力（例如我們的2040 淨零 溫室氣體 排放目標和我們的2025性別平等目標)受到許多我們無法控制的風險的影響。這些風險的例子包括：(1) 可用性和成本的 低- 或 非碳基 能源來源和技術，以及我們供應商利用新技術減少排放的能力；(2) 影響ESG標準或披露的不斷變化的監管要求； (3) 能夠滿足我們的可持續性、多樣性和其他標準的供應商的可用性；以及(4) 我們招聘、培養和留住足夠多元化人才的能力。此外，跟蹤和報告ESG 事務的標準，包括氣候變化和人權相關事務，尚未統一，並且仍在發展中。ESG數據報告的方法可能會更新，以反映第三方數據的可用性和質量的改善，以及假設的變化、我們運營性質和範圍的變化以及其他情況的變化。我們在各項業務中報告ESG事務的流程和控制正在隨着多種不同的ESG度量標準的識別、測量和報告而不斷演變，包括 有關ESG相關的技能。 可能被SEC、歐洲及其他監管機構要求的披露，這些標準可能會 隨着時間的推移而改變，這可能導致我們當前目標、在實現這些目標方面報告的進展或在未來實現這些目標的能力進行重大修訂。

與政府客戶的合作使我們面臨政府合同環境中固有的額外風險。

我們的客戶包括國家、省、州和地方政府實體。我們的政府工作承載着政府合同過程中的各種固有風險。這些風險包括但不限於以下內容：

 

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政府實體，尤其是在美國，通常保留審計我們的合同成本的權利，並對我們的業務實踐和合規性進行詢問和調查。美國政府機構，包括國防合同審計局，定期審計我們的合同成本，包括分配的間接成本，以確保符合成本會計標準和聯邦採購條例。這些機構還會在與我們在政府合同的履行和業務實踐相關的情況下，對我們的會計、信息技術和其他系統進行審查和調查，並提出詢問。現有和未來審計、調查或詢問的負面結果，或不符合適用的IT安全或供應鏈要求，可能會影響我們的未來銷售。

 

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通過法律或實際操作阻止我們在一段時間內獲得新政府合同的盈利能力，或者導致以下段落中描述的其他不利後果。此外，如果美國政府認爲某些費用不可報銷，未被正確確定或基於我們工作的過時估算，那麼我們將無法對此類費用開具賬單，可能 必須退還已經支付給我們的款項，或可能需要針對我們工作的既定賬單或定價Rates進行追溯性和前瞻性的調整。現有和未來對我們業務 系統的審計，包括我們的會計系統的負面調查結果，可能導致美國政府至少暫時阻止我們賬單的一定百分比的費用。由於與審計、調查和詢問相關的之前負面調查結果， 我們時不時會經歷上述描述的一些不利後果，未來可能會經歷進一步的不利後果，這可能會對我們未來的事件結果產生重大不利影響。

 

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如果政府客戶在審計或調查過程中發現不當或非法活動，或 聲稱發生過這種行爲，我們可能會面臨各種民事和刑事處罰，包括根據美國民事虛假索賠法的處罰，以及行政制裁，可能包括合同終止、利潤沒收、支付暫停、罰款以及暫停或禁入與該政府其他機構的業務。內部控制的固有限制可能無法防止或發現所有不當或非法活動。

 

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美國政府的合同法規對合規性和披露義務提出了嚴格要求。我們不時地在政府合同工作中向政府進行必要或自願的披露。如果某些公司人員知道有關違反聯邦刑法（涉及欺詐、利益衝突、賄賂或不當酬金）、違反美國民事虛假索賠法或從政府收到重大超額付款的「可信證據」，則需要進行披露。未能進行必要的披露可能是 暫停和/或禁止參與美國聯邦政府合同的基礎，此外還可能導致特定合同的違約，並可能影響超出美國聯邦層面的合同。報告的事項也可能導致審計或調查以及其他民事、刑事或行政制裁，包括上述描述的制裁。例如，在埃森哲聯邦服務（「AFS」）自願向美國政府披露後，美國司法部就是否一名或多名員工向代表美國政府評估AFS服務提供的評估員提供不準確信息進行了民事和刑事調查，以及該服務提供是否完全實施了所需的聯邦安全控制。這一事項可能會使我們面臨不利後果，包括此風險因素中所描述的後果。

 

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與商業客戶的合同相比，政府合同面臨更大的聲譽和合同風險。例如，政府合同及其相關程序通常會受到更加廣泛的審查和宣發。負面宣發，包括對不當或非法活動的指控，無論其準確性如何，可能會對我們的聲譽產生不利影響。

 

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政府合同的條款和條件通常比較繁重，談判也往往更加困難。例如，這些合同通常對違約責任設定高額或無限責任，並且其付款條款不太有利，有時還要求我們承擔第三方的履約責任。

 

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政府實體通常通過撥款資金資助項目。雖然這些項目往往作爲多年項目進行規劃和實施，但政府實體通常保留因缺乏批准的資金和/或出於便利而更改項目範圍或終止這些項目的權利。選舉、政府變動或政治發展，包括政府關閉或停擺、預算赤字、短缺或不確定性、政府支出減少或其他債務限制，可能導致我們的項目價格或範圍減少或完全終止，這也可能限制我們對已發生成本、可報銷費用和利潤的追索。

 

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在終止之前完成的工作。此外，如果政府實體沒有足夠的資金來支付終止費用，我們可能無法完全收回我們的投資。

 

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政治和經濟因素，如即將到來的選舉、最近選舉的結果、關鍵的行政或立法決策者領導層的變化、政府稅收或其他政策的修訂以及減少的稅收收入，都可能影響新政府合同的數量和條款，影響新合同簽署的速度，減少我們所投標的項目的未來支出和授權，將支出優先級轉向我們不提供服務的項目，和/或導致對相關規則或法律遵守的評估發生變化。

 

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我們爲美國政府工作的能力受到我們作爲一家愛爾蘭公司的影響。我們選擇與美國國防部簽訂代理協議，以增強我們美國聯邦政府合同子公司的能力，使其能夠爲美國政府執行某些工作。代理協議規範了該子公司的管理和事件；事件控制項，並限制了我們能夠對其行使的控制。此外，立法和行政提案仍在考慮中，或將來可能被提議，如果實施，可能會對我們在美國獲得州或聯邦政府合同的資格施加額外限制，甚至禁止我們獲得合同，或可能包括將以其他方式影響我們營業結果的要求。近年來，各種美國聯邦和州立法提案已經被提出和/或實施，拒絕將政府合同授予在美國以外重新註冊或重新註冊的某些美國公司。雖然埃森哲並不是在美國以外重新註冊的美國公司，但這些合同禁令和其他立法提案可能會以消極的方式影響埃森哲。

上述發生的事件或情況可能會影響我們與相關政府實體的業務，也可能影響我們與同一或其他政府機構的其他實體或某些商業客戶的業務，並可能對我們的業務或運營結果產生重大不利影響。

如果我們無法保護或執行我們的知識產權，或者我們的服務或解決方案侵犯了他人的知識產權，或者我們失去了利用他人知識產權的能力，我們的業務可能會受到不利影響。

我們的成功在一定程度上取決於我們獲得對我們專有平台、方法、流程、軟體、硬件和其他解決方案的知識產權保護的能力。我們提供服務或解決方案的各個國家現有法律可能只爲我們的服務或解決方案提供有限的知識產權保護，而某些國家的保護可能非常有限。我們依賴於保密政策和程序、保密協議及其他合同安排，以及專利、商業祕密、版權和商標法來保護我們的知識產權。這些法律可能隨時變更，並可能進一步限制我們獲得或維持知識產權保護的能力。例如，人工智能（包括生成性人工智能）相關的知識產權法律環境預計會在我們運營的許多國家持續發展。因此，關於人工智能模型、軟體和商業方法的專利及其他知識產權保護範圍存在不確定性，而這些領域是我們依賴知識產權法來保護我們權利的地方。即使我們獲得了知識產權保護，我們的知識產權也可能無法阻止或威懾競爭對手、前員工或其他第三方對我們的解決方案或專有方法和流程進行逆向工程，或獨立開發類似或重複的服務或解決方案。此外，我們採取的措施可能不足以阻止或威懾競爭對手、前員工或其他第三方對我們的知識產權進行侵權或其他不當行爲，也可能無法及時發現未經授權的使用或採取適當和及時的措施來執行我們的知識產權。執行我們的權利也可能需要相當大的時間、金錢和監督，而我們可能無法成功執行我們的權利。

 

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In addition, we cannot be sure that our services and solutions, including, for example, our AI, software and hardware solutions, or the solutions of others that we offer to our clients, do not infringe on the intellectual property rights of third parties (including competitors as well as non-practicing holders of intellectual property assets), and these third parties could claim that we or our clients are infringing upon their intellectual property rights. Furthermore, although we have established policies and procedures to respect the intellectual property rights of third parties and that prohibit the unauthorized use of intellectual property, we may not be aware if our employees have misappropriated and/or misused intellectual property, and their actions could result in claims of intellectual property misappropriation and/or infringement from third parties. These claims could harm our reputation, cause us to incur substantial costs or prevent us from offering some services or solutions in the future. Any related proceedings could require us to expend significant resources over an extended period of time. In most of our contracts, we agree to indemnify our clients for expenses and liabilities resulting from claimed infringements of the intellectual property rights of third parties. In some instances, the amount of these indemnities could be greater than the revenues we receive from the client. Any claims or litigation in this area could be time-consuming and costly, damage our reputation and/or require us to incur additional costs to obtain the right to continue to offer a service or solution to our clients. If we cannot secure this right at all or on reasonable terms, or we are unable to implement in a cost-effective manner alternative technology, our results of operations could be materially adversely affected. The risk of infringement claims against us may increase as we expand our industry AI, software and hardware solutions and continue to develop and deploy our AI, software and hardware solutions to multiple clients. Any infringement action brought against us or our clients could be costly to defend or lead to an expensive settlement or judgment against us.

Further, we rely on third-party software, hardware, data and other intellectual property in providing some of our services and solutions. If we lose our ability to continue using any such software, hardware, data or intellectual property for any reason, including because it is found to infringe the rights of others, we will need to obtain substitutes or seek alternative means of obtaining the technology necessary to continue to provide such services and solutions. Our inability to replace such software, hardware, data or intellectual property effectively or in a timely and cost-effective manner could materially adversely affect our results of operations.

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.

Irish law differs from the laws in effect in the United States and our shareholders could have more difficulty protecting their interests than would shareholders of a corporation incorporated in a jurisdiction of the United States. The United States currently does not have a treaty with Ireland providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters. As such, there is some uncertainty as to whether the courts of Ireland would recognize or enforce judgments of U.S. courts obtained against us or our directors or officers based on U.S. federal or state civil liability laws, including the civil liability provisions of the U.S. federal or state securities laws, or hear actions against us or those persons based on those laws.

As an Irish company, we are governed by the Companies Act. The Companies Act differs in some significant, and possibly material, respects from laws applicable to U.S. corporations and shareholders under various state corporation laws, including the provisions relating to interested directors, mergers and acquisitions, takeovers, shareholder lawsuits and indemnification of directors.

Under Irish law, the duties of directors and officers of a company are generally owed to the company only. Shareholders of Irish companies do not generally have rights to take action against directors or officers of the company under Irish law, and may only do so in limited circumstances. Directors of an Irish company must, in exercising their powers and performing their duties, act with due care and skill, honestly and in good faith with a view to the best interests of the company. Directors have a duty not to put themselves in a position in which their duties to the company and their personal interests might conflict and also are under a duty to disclose any personal interest in any contract or arrangement with the company or any of its subsidiaries. If a director or

 

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officer of an Irish company is found to have breached his or her duties to that company, he or she could be held personally liable to the company in respect of that breach of duty.

Under Irish law, we must have authority from our shareholders to issue any shares, including shares that are part of the company’s authorized but unissued share capital. In addition, unless otherwise authorized by its shareholders, when an Irish company issues shares for cash to new shareholders, it is required first to offer those shares on the same or more favorable terms to existing shareholders on a pro-rata basis. If we are unable to obtain these authorizations from our shareholders, or are otherwise limited by the terms of our authorizations, our ability to issue shares under our equity compensation plans and, if applicable, to facilitate funding acquisitions or otherwise raise capital could be adversely affected.

Some companies that conduct substantial business in the United States but that have a parent domiciled in certain other jurisdictions have been criticized as improperly avoiding U.S. taxes or creating an unfair competitive advantage over U.S. companies. Accenture never conducted business under a U.S. parent company and pays U.S. taxes on all of its U.S. operations. Nonetheless, we could be subject to criticism in connection with our incorporation in Ireland.

Risks Related to the Notes and the Guarantee

The Notes will be effectively subordinated to all of the Issuer’s existing and future secured indebtedness (to the extent of the value of the assets securing any such indebtedness), and the Guarantee will be effectively subordinated to all of the Guarantor’s existing and future secured indebtedness (to the extent of the value of the assets securing any such indebtedness) and to the existing and future indebtedness of the Guarantor’s subsidiaries.

The Notes are not secured by any of the Issuer’s assets, and the Guarantee is not secured by any of the assets of the Guarantor or the assets of any of the Guarantor’s subsidiaries. As a result, the indebtedness represented by the Notes will effectively be subordinated to any existing and future secured indebtedness of the Issuer and the indebtedness represented by the Guarantee will effectively be subordinated to any existing and future secured indebtedness of the Guarantor or its subsidiaries, in each case to the extent of the value of the assets securing any such indebtedness. As of May 31, 2024, neither the Issuer nor the Guarantor had any secured indebtedness for borrowed money, the Guarantor had no outstanding indebtedness for borrowed money, and the Issuer had $1.6 billion of commercial paper outstanding. The indebtedness represented by the Guarantee will be structurally subordinated to all of the existing and future secured and unsecured indebtedness and other liabilities of the Guarantor’s subsidiaries. The Issuer was formed for the sole purpose of serving as an issuer of our debt securities and a borrower under our credit facilities from time to time and has no independent assets or operations or revenues. It does not have any subsidiaries. It will not have any assets, cash flow or capital resources available to fulfill any obligations under the Notes. The Guarantor’s operations are primarily conducted through its subsidiaries, which are separate legal entities that have no obligation to pay any amounts due under the Notes or to make any funds available therefor, whether by dividends, loans, or other payments. As of May 31, 2024, the Guarantor’s subsidiaries (other than the Issuer) had no outstanding indebtedness for borrowed money.

In the event of any distribution or payment of the Issuer’s assets or those of the Guarantor in any foreclosure, dissolution, winding up, liquidation or reorganization, or other bankruptcy proceeding, any secured creditors of the Issuer or of the Guarantor, respectively, would have a superior claim to holders of the Notes to the extent of the value of their collateral. In the event of a dissolution, winding up, liquidation or reorganization, or other bankruptcy proceeding of a subsidiary of the Guarantor, creditors of that subsidiary would generally have the right to be paid in full before any distribution is made to the Guarantor or to you in respect of the Guarantee of the Guarantor. If any of the foregoing occur, we cannot assure you that there will be sufficient assets to pay amounts due on the Notes.

 

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We need to maintain adequate liquidity in order to have sufficient cash to meet operating cash flow requirements, repay maturing indebtedness and satisfy other obligations. If we fail to comply with the covenants contained in our various borrowing agreements, our (including Accenture Capital’s) liquidity, results of operations and financial condition may be adversely affected.

Our liquidity is a function of our ability to successfully generate cash flows from operations and improvement therein, access to capital markets and borrowings under our credit agreements. We believe our liquidity (including operating and other cash flows that we expect to generate) will be sufficient to meet operating requirements as they occur; however, our ability to maintain sufficient liquidity going forward depends on our ability to generate cash from operations and access to the capital markets and borrowings, all of which are subject to general economic, financial, competitive, legislative, regulatory and other market factors that are beyond our control.

As of May 31, 2024, Accenture plc’s credit facilities included a syndicated loan facility, which matures on May 14, 2029; separate, uncommitted, unsecured multicurrency revolving credit facilities; and local guaranteed and non-guaranteed lines of credit. These credit facilities are for general working capital purposes, including the issuance of letters of credit and providing local currency financing for operations. As of May 31, 2024, we had no borrowings under these credit facilities and the local guaranteed and non-guaranteed lines of credit. We had an aggregate of $1.2 billion of letters of credit outstanding and $1.6 billion of commercial paper outstanding as of May 31, 2024, which reduce the available borrowing capacity under the credit facilities. As of May 31, 2024, we were in compliance with the financial covenants and all other covenants contained in these credit facilities. However, failure to comply with material provisions of our covenants in these credit facilities could result in a default thereunder, rendering them unavailable to us and causing a material adverse effect on the liquidity, results of operations and financial condition of Accenture plc (and Accenture Capital).

Certain of our financing agreements, including our credit facilities, contain various covenants that limit the discretion of our management in operating our business and could prevent us from engaging in certain potentially beneficial activities, and the violation of these covenants could result in an event of default. The Notes will not have the benefit of all of these covenants.

The restrictive covenants in our financing agreements may impact how we operate our business and prevent us from engaging in certain potentially beneficial activities. Failure to comply with the covenants contained in our credit facilities or other indebtedness could result in an event of default under such facility or indebtedness that, if not cured or waived, could have a material adverse effect on our business, financial condition and results of operations. In the event of certain defaults under our credit facilities or other indebtedness, the lenders thereunder would not be required to lend any additional amounts to us and could elect to declare all borrowings outstanding, together with accrued and unpaid interest and fees, to be due and payable. If the indebtedness under our credit facilities or any of our other indebtedness, including the Notes, were to be accelerated, there can be no assurance that our assets would be sufficient to repay such indebtedness in full. See “Description of the Notes and the Guarantee.”

The indenture contains no covenants limiting the Issuer’s or the Guarantor’s ability to incur future indebtedness, grant security interests or liens on its properties or assets, pay dividends or transfer assets among their respective subsidiaries, and only very limited restrictions on the Issuer’s or the Guarantor’s ability to engage in certain other activities, which could adversely affect the Issuer’s or the Guarantor’s ability to pay their respective obligations under the Notes.

The indenture does not contain any financial covenants. The indenture will permit Accenture plc and its subsidiaries (including the Issuer) to incur additional indebtedness, including secured indebtedness. Because the Notes will be unsecured, in the event of any dissolution, winding up, liquidation or reorganization or other bankruptcy proceeding regarding the Issuer or the Guarantor, whether voluntary or involuntary, the holders of the Issuer’s or the Guarantor’s secured indebtedness will be entitled to receive payment to the extent of the value of the assets securing any such indebtedness before the Issuer or the Guarantor can make any payment with respect

 

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to the Notes. If any of the foregoing events occurs, we cannot assure you that the Issuer or the Guarantor will have sufficient assets to pay amounts due on the Notes. As a result, you may receive payments on the Notes that are less than that which you are entitled to receive or recover nothing if any liquidation, dissolution, reorganization, bankruptcy or other similar proceeding occurs.

The indenture does not limit the Issuer’s or the Guarantor’s or its subsidiaries’ ability to issue or repurchase securities, grant security interests or liens on its properties or assets, pay dividends or transfer assets among their respective subsidiaries, and only very limited restrictions on the Issuer’s or the Guarantor’s ability to engage in certain other activities. The ability of the Issuer and the Guarantor to use funds for numerous purposes may limit the funds available to pay the Issuer’s or the Guarantor’s obligations under the Notes.

An increase in market interest rates could result in a decrease in the market value of the Notes.

In general, as market interest rates rise, debt securities bearing interest at fixed rates of interest generally decline in market value. Consequently, if you purchase Notes in this offering and market interest rates increase, the market values of the Notes may decline. We cannot predict the future level of market interest rates.

The Notes lack a developed public market, and we do not intend to list the Notes on any securities exchange or quotation system.

Each series of Notes is a new issue of securities for which there currently is no established market. We do not intend to apply for the Notes of any series to be listed on any securities exchange or to arrange for the Notes of any series to be quoted on any quotation system. There can be no assurance regarding the future development of markets for the Notes or the ability of holders thereof to sell, or the price at which such holders may be able to sell, their Notes. If such markets were to develop, the Notes could trade at prices that may be higher or lower than the initial offering prices depending on many factors, including, among other things, prevailing interest rates, the Issuer’s or the Guarantor’s operating results or financial condition and the market for similar securities. Underwriters, broker-dealers and agents that participate in the distribution of the Notes may make markets in the Notes of any series as permitted by applicable laws and regulations, but will have no obligation to do so, and any such market-making activities with respect to the Notes of any series may be discontinued at any time without notice. Therefore, there can be no assurance as to the liquidity of any trading markets for the Notes or that active public markets for the Notes will develop. See “Underwriting (Conflicts of Interest).”

Credit ratings of the Notes may not reflect all risks of an investment in the Notes, and a change in the ratings after issuance may affect the market price and marketability of the Notes.

The credit ratings of the Notes may not reflect the potential impact of all risks related to structure and other factors on any trading market for, or trading value of, the Notes. In addition, real or anticipated changes in the Issuer’s or the Guarantor’s credit ratings, which could result from any number of factors (including the modification by a credit rating agency of the criteria or methodology it applies to particular issuers, including the Issuer or the Guarantor), will generally affect any trading market for, or trading value of, the Notes.

We currently expect that the Notes will be rated by one or more ratings agencies prior to issuance. Such credit ratings are limited in scope, and do not address all material risks relating to an investment in the Notes, but rather reflect only the view of each rating agency at the time the rating is issued. An explanation of the significance of each rating may be obtained from each such rating agency. There is no assurance that any credit ratings will be issued or remain in effect for any given period of time or that a rating will not be lowered, suspended or withdrawn entirely by the issuing rating agency, if, in such rating agency’s judgment, circumstances so warrant. It is also possible that ratings may be lowered in connection with future events, such as future acquisitions or regulatory action taken against us. Any lowering, suspension or withdrawal of such ratings or the anticipation of future changes to such ratings may have an adverse effect on the market prices or marketability of the Notes and our corporate borrowing costs. Any rating is not a recommendation to purchase, sell or hold the Notes, and does not correspond to market prices or suitability for a particular investor.

 

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Optional redemption may adversely affect your return on the Notes.

We have the right to redeem some or all of the Notes prior to maturity. We may redeem the Notes at times when prevailing interest rates may be relatively low. Accordingly, you may not be able to reinvest the amount received upon a redemption in comparable securities at effective interest rates as high as that of the Notes.

 

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USE OF PROCEEDS

The net proceeds to us from this offering after deducting the underwriting discount and estimated offering expenses payable by us are expected to be approximately $4.96 billion. We intend to use the net proceeds from this offering for general corporate purposes, including the repayment of outstanding commercial paper borrowings.

As of May 31, 2024, we had approximately $1.6 billion in principal amount of notes outstanding under our commercial paper program, bearing interest at a weighted average rate of 5.4% per annum, which matured at various dates through the fourth quarter of fiscal 2024 and incurred for general corporate purposes. Affiliates of certain of the underwriters are dealers and/or placement agents under our commercial paper program and may hold commercial paper thereunder, amounts outstanding under which are expected to be repaid with the net proceeds from this offering and, accordingly, will receive a portion of the amounts repaid under the commercial paper program. Additionally, affiliates of certain of the underwriters are lenders under our credit agreement and may receive a portion of the net proceeds from this offering should it be used for the repayment of other debt. See “Underwriting (Conflicts of Interest).”

 

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CAPITALIZATION OF ACCENTURE PLC

The following table sets forth Accenture plc’s cash and cash equivalents and capitalization as of May 31, 2024, on an actual basis and on an as adjusted basis to give effect to this offering and the application of the net proceeds therefrom as set forth under “Use of Proceeds” as if they had occurred on such date. You should read the data set forth in the table below in conjunction with “Summary—Summary Historical Consolidated Financial Data of Accenture plc” and “Use of Proceeds” in this prospectus supplement, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Quarterly Report on Form 10-Q for the quarter ended May 31, 2024, which is incorporated by reference herein.

 

		As of May 31, 2024
		Actual				As Adjusted
		(millions)
Cash and cash equivalents		$	5,537			$	10,497
Outstanding debt
3.900% Senior Notes due 2027 offered hereby(1)		$	—			$	1,100
4.050% Senior Notes due 2029 offered hereby(1)			—				1,200
4.250% Senior Notes due 2031 offered hereby(1)			—				1,200
4.500% Senior Notes due 2034 offered hereby(1)			—				1,500
Other(2)			1,679				1,679
Total debt			1,679				6,679
Less current portion of long-term debt and bank borrowings			1,610				1,610
Total long-term debt			69				5,069
Shareholders’ equity
Ordinary shares, par value 1.00 euros per share, 40,000 shares authorized and issued as of May 31, 2024			—				—
Class A ordinary shares, par value $0.0000225 per share, 20,000,000,000 shares authorized, 671,948,015 shares issued as of May 31, 2024			—				—
Class X ordinary shares, par value $0.0000225 per share, 1,000,000,000 shares authorized, 308,754 shares issued and outstanding as of May 31, 2024			—				—
Restricted share units			2,242				2,242
Additional paid-in capital			15,013				15,013
Treasury shares, at cost: Ordinary, 40,000 shares as of May 31, 2024; Class A ordinary, 45,326,443 shares as of May 31, 2024			(9,998	)			(9,998	)
Retained earnings			22,242				22,242
Accumulated other comprehensive loss			(1,755	)			(1,755	)
Total Accenture plc shareholders’ equity			27,744				27,744
Noncontrolling interests			875				875
Total shareholders’ equity			28,620				28,620
Total capitalization		$	28,689			$	33,689

 

(1)	Excludes costs and discounts related to the issuance of the notes.

(2)	Consists of commercial paper borrowings and capital lease obligations.

 

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DESCRIPTION OF THE NOTES AND THE GUARANTEE

The following description of the particular terms of the Notes offered by this prospectus supplement and, to the extent inconsistent therewith, replaces the description of the general terms and provisions of the Notes set forth under “Description of Debt Securities and Guarantees” in the accompanying prospectus. Terms used herein that are otherwise not defined have the meanings given to them in the accompanying prospectus.

Accenture Capital will issue $1,100,000,000 aggregate principal amount of 3.900% senior notes due 2027 (the “2027 Notes”), $1,200,000,000 aggregate principal amount of 4.050% senior notes due 2029 (the “2029 Notes”), $1,200,000,000 aggregate principal amount of 4.250% senior notes due 2031 (the “2031 Notes”) and $1,500,000,000 aggregate principal amount of 4.500% senior notes due 2034 (the “2034 Notes” and, collectively with the 2027 Notes, the 2029 Notes and the 2031 Notes, the “Notes”) pursuant to the indenture, to be entered into among Accenture Capital, as issuer, Accenture plc, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by an officer’s certificate. We refer to the indenture, as supplemented by the officer’s certificate, as the indenture. The following is a summary of the material provisions of the indenture. It does not include all of the provisions of the indenture. We urge you to read the indenture because it, not this description, defines your rights. The terms of the Notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended. A copy of the indenture may be obtained from the Issuer or the Trustee.

The Issuer will issue the Notes in fully registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Trustee will initially act as paying agent and registrar for the Notes. The Notes may be presented for registration of transfer and exchange at the offices of the registrar. The Issuer may change the paying agent and registrar without notice to holders of the Notes. It is expected that the Issuer will pay principal and interest (and premium, if any) on the Notes (and, as necessary, the Guarantor will pay such amounts in relation to its Guarantee) at the Trustee’s corporate office by wire transfer, if book-entry at The Depository Trust Company (“DTC”).

Principal, Maturity and Interest

The 2027 Notes will mature on October 4, 2027. The 2029 Notes will mature on October 4, 2029. The 2031 Notes will mature on October 4, 2031. The 2034 Notes will mature on October 4, 2034. $1,100,000,000 in aggregate principal amount of 2027 Notes, $1,200,000,000 in aggregate principal amount of 2029 Notes, $1,200,000,000 in aggregate principal amount of 2031 Notes and $1,500,000,000 in aggregate principal amount of 2034 Notes will be issued in this offering. After the issue date of the Notes, additional notes having the same terms and conditions as the Notes of the applicable series in all respects (other than the issue date, public offering price, first date of interest accrual and, to the extent applicable, first interest payment date of such notes) (“Additional Notes”) may be issued from time to time; provided, however, that if the Additional Notes of such series are not fungible with the Notes of such series for U.S. federal income tax purposes, the Additional Notes of such series will have a separate CUSIP number. The applicable series of Notes and any Additional Notes of such series that are actually issued will be treated as a single class for all purposes under the indenture, including, without limitation, as to waivers, amendments, redemptions and any applicable offers to purchase. Unless the context otherwise requires, for all purposes of the indenture and this “Description of the Notes and the Guarantee,” references to the Notes of a series include any Additional Notes of such series actually issued.

Interest on the 2027 Notes will accrue at the rate of 3.900% per annum. Interest on the 2029 Notes will accrue at the rate of 4.050% per annum. Interest on the 2031 Notes will accrue at the rate of 4.250% per annum. Interest on the 2034 Notes will accrue at the rate of 4.500% per annum. Interest on the Notes of a series will be payable semi-annually in arrears in cash on each April 4 and October 4, commencing on April 4, 2025, to the persons who are registered holders of Notes of such series at the close of business on March 20 or September 19, as the case may be, immediately preceding the applicable interest payment date. Interest on the Notes of a series

 

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will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including the date of issuance to but excluding the actual interest payment date.

Interest will be computed on the basis of a 360-day year composed of twelve 30-day months.

Optional Redemption

Prior to the applicable Par Call Date, the Issuer may redeem any series of the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:

(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes of such series discounted to the redemption date (assuming the Notes of such series matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 7.5 basis points, in the case of the 2027 Notes, plus 10 basis points, in the case of the 2029 Notes, plus 12.5 basis points, in the case of the 2031 Notes, and plus 15 basis points, in the case of the 2034 Notes less (b) interest accrued to the date of redemption, and

(2) 100% of the principal amount of the Notes of such series to be redeemed,

plus, in either case, accrued and unpaid interest thereon to the redemption date.

On or after the applicable Par Call Date, the Issuer may redeem any series of Notes in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes of such series being redeemed plus accrued and unpaid interest thereon to the redemption date.

“Par Call Date” means, in the case of the 2027 Notes, September 4, 2027 (the date that is one month prior to the maturity date of the 2027 Notes), in the case of the 2029 Notes, September 4, 2029 (the date that is one month prior to the maturity date of the 2029 Notes), in the case of the 2031 Notes, August 4, 2031 (the date that is two months prior to the maturity date of the 2031 Notes), and in the case of the 2034 Notes, July 4, 2034 (the date that is three months prior to the maturity date of the 2034 Notes).

“Treasury Rate” means, with respect to any redemption date, the yield determined by the Issuer in accordance with the following two paragraphs.

The Treasury Rate shall be determined by the Issuer after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) – H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Issuer shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the applicable Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the applicable Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

 

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If on the third business day preceding the redemption date H.15 TCM is no longer published, the Issuer shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the applicable Par Call Date. If there is no United States Treasury security maturing on the applicable Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the applicable Par Call Date, one with a maturity date preceding the applicable Par Call Date and one with a maturity date following the applicable Par Call Date, the Issuer shall select the United States Treasury security with a maturity date preceding the applicable Par Call Date. If there are two or more United States Treasury securities maturing on the applicable Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Issuer shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

The Issuer’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. The Trustee shall have no responsibility in determining or calculating the redemption price.

Notice of any redemption described under “—Optional Redemption” will be mailed or electronically delivered (or otherwise transmitted in accordance with the depositary’s procedures) at least 10 days but not more than 60 days before the redemption date to each holder of Notes to be redeemed.

In the case of a partial redemption, selection of the Notes for redemption will be made, by lot. No Notes of a principal amount of $2,000 or less will be redeemed in part. If any Note is to be redeemed in part only, the notice of redemption that relates to the Note will state the portion of the principal amount of the Note to be redeemed. A new Note in a principal amount equal to the unredeemed portion of the Note will be issued in the name of the holder of the Note upon surrender for cancellation of the original Note. For so long as the Notes are held by DTC (or another depositary), the redemption of the Notes shall be done in accordance with the policies and procedures of the depositary.

Unless the Issuer and the Guarantor default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes or portions thereof called for redemption.

Guarantee

Under the Guarantee, the Guarantor will fully, unconditionally and irrevocably guarantee the due and punctual payment of the principal, interest, premium (if any) and all other amounts due under the indenture and on the Notes when the Notes become due and payable, whether at maturity, pursuant to optional redemption, by acceleration or otherwise, in each case after any applicable grace periods or notice requirements, according to the terms of the Notes.

The obligations of the Guarantor under its Guarantee will be unconditional, regardless of the enforceability of the Notes, and will not be discharged until all obligations under the Notes and the indenture are satisfied. Holders of the Notes may proceed directly against Accenture plc under the Guarantee if an event of default affecting the Notes occurs without first proceeding against the Issuer.

Ranking

The Notes will be:

 

•

the Issuer’s general unsecured and unsubordinated obligations;

 

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•

effectively subordinated to all of the Issuer’s existing and future secured indebtedness to the extent of the value of the assets securing any such indebtedness;

 

•

of equal rank in right of payment with each other and with all of the Issuer’s other existing and future unsecured and unsubordinated indebtedness; and

 

•

senior in right of payment to all of the Issuer’s existing and future subordinated indebtedness.

The Guarantee will be:

 

•

the Guarantor’s general unsecured and unsubordinated obligation;

 

•

effectively subordinated to all of the Guarantor’s existing and future secured indebtedness to the extent of the value of the assets securing any such indebtedness;

 

•

structurally subordinated to all of the existing and future secured and unsecured indebtedness and other liabilities of Accenture plc’s subsidiaries;

 

•

of equal rank in right of payment with all of the Guarantor’s other existing and future unsecured and unsubordinated indebtedness; and

 

•

senior in right of payment to all of the Guarantor’s existing and future subordinated indebtedness.

See “Risk Factors—The Notes will be effectively subordinated to all of the Issuer’s existing and future secured indebtedness (to the extent of the value of the assets securing any such indebtedness), and the Guarantee will be effectively subordinated to all of the Guarantor’s existing and future secured indebtedness (to the extent of the value of the assets securing any such indebtedness) and to the existing and future indebtedness of the Guarantor’s subsidiaries.”

 

•

As of May 31, 2024, the Issuer had $1.6 billion of commercial paper outstanding.

 

•

As of May 31, 2024, the Guarantor had no indebtedness for borrowed money.

 

•

As of May 31, 2024, the Guarantor’s subsidiaries (other than the Issuer) had no outstanding indebtedness for borrowed money.

Payment of Additional Amounts

Payments made by the Issuer or the Guarantor in respect of the Notes or the Guarantee will be made free and clear of and without withholding or deduction for or on account of any present or future income, stamp or other tax, duty, levy, impost, assessment or other governmental charge of a similar nature (“Taxes”) unless the Issuer or the Guarantor, as applicable, is required to withhold or deduct Taxes by law or the official interpretation or administration thereof.

If the Issuer or the Guarantor is required to withhold or deduct any amount for or on account of Taxes from any payment made with respect to the Notes or the Guarantee levied by or on behalf of (i) the government of Ireland or by any authority or agency therein or thereof having the power to tax, (ii) any other jurisdiction in which the Issuer or the Guarantor, as the case may be, is organized or is otherwise resident for tax purposes or any political subdivision or any authority or agency therein or thereof having the power to tax, or (iii) any jurisdiction from or through which payment under or with respect to the Issuer or the Guarantor is made or any political subdivision or any authority or agency therein or thereof having the power to tax, in each of clauses (ii) and (iii) other than the United States in the case of U.S. dollar-denominated debt securities issued by the Issuer (each of clauses (i), (ii), and (iii), a “Relevant Taxing Jurisdiction”), then the Issuer or the Guarantor will pay such additional amounts as may be necessary so that the net amount received by each holder (including additional amounts) after such withholding or deduction will not be less than the amount the holder would have

 

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received if the Taxes had not been withheld or deducted; provided that no additional amounts will be payable with respect to Taxes:

 

•

that would not have been imposed but for the existence of any present or former connection between such holder or beneficial owner of the Notes (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such holder or beneficial owner, if such holder or beneficial owner is an estate, trust, partnership or corporation) and such Relevant Taxing Jurisdiction, including, without limitation, such holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or treated as a resident thereof or domiciled thereof or a national thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein;

 

•

that are estate, inheritance, gift, sales, value added, transfer, personal property, wealth or similar taxes, duties, assessments or other governmental charges;

 

•

payable other than by withholding from payments of principal of a premium, if any, or interest, if any in respect of the Notes or the Guarantee, as applicable;

 

•

that would not have been imposed but for the failure of the applicable recipient of such payment (or the beneficial owner of the Note) to comply with any certification, identification, information, documentation or other reporting requirement to the extent:

 

•

such compliance is required by applicable law or administrative practice or an applicable treaty as a precondition to exemption from, or reduction in, the rate of deduction or withholding of such Taxes; and

 

•

at least 30 days before the first payment date with respect to which such additional amounts or Taxes shall be payable, the Issuer or the Guarantor, as the case may be, has notified such recipient in writing that such recipient is required to comply with such requirement;

 

•

that would not have been imposed but for the presentation of a Note (where presentation is required) for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof was duly provided for, whichever occurred later;

 

•

that are imposed or withheld pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), as of the issue date of a Note (or any amended or successor version of such sections), any regulations promulgated thereunder, any official interpretations thereof, any similar law or regulation adopted pursuant to an intergovernmental agreement with respect to the foregoing or any agreements entered into pursuant to Section 1471(b)(1) of the Code (any such taxes, “FATCA Taxes”), and any amounts to be paid on debt securities by or on behalf of the issuer will be paid net of any FATCA Taxes imposed or required pursuant thereto;

 

•

that would not have been imposed if presentation for payment of a Note or the Guarantee (where presentation is required) had been made to a paying agent other than the paying agent to which the presentation was made;

 

•

any taxes imposed by the United States or any political subdivision thereof or tax authority therein, including any U.S. withholding and backup withholding taxes; or

 

•

any combination of the foregoing items;

nor shall additional amounts be paid with respect to any payment of the principal of or premium, if any, or interest, if any in respect of the Notes or the Guarantee to any such holder or beneficial owner who is a fiduciary or a partnership or a beneficial owner who is other than the sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to such additional amounts had it been the holder of the Note. For the avoidance of doubt, no additional amounts shall be payable in respect of any Taxes imposed by any jurisdiction other than a Relevant Taxing Jurisdiction.

 

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If the Issuer or the Guarantor becomes aware that it will be obligated to pay additional amounts pursuant to this covenant with respect to any payment with respect to the Notes or the Guarantee, the Issuer or the Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay such additional amounts arises after the 30th day prior to that payment date, in which case the Issuer or the Guarantor shall notify the Trustee promptly thereafter) an officer’s certificate of the Issuer or the Guarantor, as applicable, stating the fact that such additional amounts will be payable pursuant to this covenant and the amount estimated to be so payable. Such officer’s certificate must also set forth any other information reasonably necessary to enable the paying agents to pay such additional amounts to holders of the Notes on the relevant payment date. The Trustee shall be entitled to rely solely on such officer’s certificate as conclusive proof that such payments are necessary. The Issuer or the Guarantor, as the case may be, will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of additional amounts.

The Issuer or the Guarantor will make all withholdings and deductions required by law and will remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law with respect to payments in respect of the Notes or the Guarantee. Upon request, the Issuer or the Guarantor, as applicable, will provide to the Trustee an official receipt or, if official receipts are not obtainable, other documentation reasonably satisfactory to the Trustee evidencing the payment of any Taxes so deducted or withheld. Upon request, copies of those receipts or other documentation, as the case may be, will be made available by the Trustee to the holders of the Notes.

The obligations in this covenant will survive any termination or discharge of the indenture and any transfer by a holder or beneficial owner of its Notes and will apply mutatis mutandis to any jurisdiction in which any successor person to the Issuer or the Guarantor is incorporated or resident for tax purposes or any jurisdiction from or through which such person makes any payment in respect of the Notes or the Guarantee and any department or political subdivision thereof or therein.

All references in this prospectus supplement and the accompanying prospectus, other than under “—Defeasance and Discharge” and “Description of Debt Securities and Guarantees—Defeasance” in the accompanying prospectus, to the payment of the principal of or premium, if any, or interest, if any, on or the net proceeds received on the sale or exchange of, any Notes or any payment made under the Guarantee shall be deemed to include additional amounts to the extent that, in that context, additional amounts are, were or would be payable.

Non-U.S. Holders (as defined under “Certain U.S. Federal Income Tax Considerations—Tax Considerations Applicable to Non-U.S. Holders—Definition of a Non-U.S. Holder”) should refer to “Certain U.S. Federal Income Tax Considerations—Tax Considerations Applicable to Non-U.S. Holders” for a discussion of U.S. federal withholding taxes that may be imposed on payments under the Notes and possible exemptions from, or reductions of, such withholding taxes.

Optional Tax Redemption

The Issuer may redeem the Notes of a series in whole, but not in part, at its option at any time prior to maturity, upon the giving of not less than 10 nor more than 60 days’ notice of tax redemption to the holders, at a redemption price equal to the principal amount of the Notes of such series plus accrued and unpaid interest, if any, to the redemption date, if:

 

•

it determines that, as a result of any change in, or amendment to, the laws or any regulations or rulings promulgated thereunder of a Relevant Taxing Jurisdiction, or any change in the official application, administration, or written interpretation of such laws, regulations or rulings, which change or amendment becomes effective or, in the case of an interpretation, is announced, on or after the issue date of the Notes of such series, the Issuer or the Guarantor, as applicable, would be required to pay additional amounts (as described under “—Payment of Additional Amounts”) with respect to the Notes

 

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or the Guarantee on the next succeeding interest payment date and the payment of such additional amounts cannot be avoided by the use of reasonable measures available to the Issuer or the Guarantor, or any successor thereto; or

 

•

it determines, based upon an opinion of independent counsel that, as a result of any action taken by any legislative body of, taxing authority of, or any action brought in a court of competent jurisdiction in, Ireland (or any political subdivision or taxing authority thereof), which action is taken or brought on or after the issue date of the Notes of such series under the laws of a jurisdiction other than Ireland (or any political subdivision or taxing authority thereof), with respect to taxes imposed by such other jurisdiction, there is a substantial probability that the circumstances described above would exist.

No notice of any such redemption may be given earlier than 90 days prior to the earliest date on which the Issuer or the Guarantor, as the case may be, would be obligated to pay any additional amounts. The Issuer or the Guarantor, as applicable, will also pay to each holder, or make available for payment to each such holder, on the redemption date, any additional amounts (as described under “—Payment of Additional Amounts”) resulting from the payment of such redemption price by it. Prior to the delivery of any notice of redemption, the Issuer will deliver to the Trustee (i) an officer’s certificate stating that it is entitled to effect or cause a redemption and setting forth a statement of facts showing that the conditions precedent of the right so to redeem or cause such redemption have occurred, and (ii) an opinion of independent counsel of recognized standing to the effect that there has been such change or amendment that would entitle the Issuer to redeem the Notes under the indenture. The Trustee will accept such officer’s certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the holders of the Notes. The foregoing will apply, mutatis mutandis, to any jurisdiction in which any successor to the Issuer or the Guarantor is incorporated or organized or tax resident or any political subdivision or taxing authority or agency thereof or therein, provided that if on the date of the succession the taxing jurisdiction is not already a Relevant Taxing Jurisdiction, the change or amendment of law becomes effective (or the announcement of the official interpretation is announced) after that date.

Consolidation and Merger

The indenture provides that each of the Issuer and the Guarantor may consolidate with or merge or convert into, or convey, transfer or lease its or their properties or assets substantially as an entirety to, another person without the consent of any Security holders if, along with certain other conditions set forth in the indenture:

 

•

the Issuer or Guarantor, as the case may be, is the successor person; or

 

•

the successor person (if other than the Issuer or Guarantor, as the case may be) formed by such consolidation or conversion or into which the Issuer or Guarantor, as the case may be, merges or converts or which acquires or leases the assets of the Issuer or Guarantor, as the case may be, substantially as an entirety:

 

a.

(i) in the case of the Issuer or the Guarantor, as the case may be, is a corporation or other entity organized and existing under the laws of the United States, any state thereof or the District of Columbia, Ireland, England and Wales, Jersey, any member state of the European Union as in effect on the date the debt securities of the applicable series are first issued or Switzerland; and (ii) expressly assumes by supplemental indenture the obligations of the Issuer or Guarantor, as the case may be, in relation to the Notes or the Guarantee, as the case may be, and under the indenture;

 

b.

immediately after giving effect to such transaction, there is no event of default and no event which, after notice or passage of time or both, would become an event of default; and

 

c.

the Issuer or the Guarantor, as the case may be, has delivered to the Trustee an officer’s certificate and an opinion of counsel, each stating that the transaction complies with the conditions set forth in the indenture.

 

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Notwithstanding the foregoing, (A) any conveyance, transfer or lease of assets between or among the Guarantor or the Issuer and its subsidiaries will not be prohibited under the indenture, and (B) each of the Guarantor and the Issuer may, directly or indirectly, consolidate with or merge with or into an affiliate incorporated solely for the purpose of reincorporating the Guarantor or the Issuer, as applicable, in another jurisdiction within the United States, any state thereof or the District of Columbia, Ireland, England and Wales, Jersey, any member state of the European Union as in effect on the date the Notes are first issued or Switzerland to realize tax or other benefits.

Depending on the facts, it is possible that a merger, transfer, lease or other transaction could be treated for U.S. federal income tax purposes as a taxable exchange by the beneficial owner of the Notes or Guarantee for new securities, which could result in U.S. beneficial owners of debt securities or guarantees recognizing taxable gain or loss for U.S. federal income tax purposes and possibly holding new notes with original issue discount solely for U.S. federal income tax purposes. A merger, transfer, lease or other transaction could also have adverse tax consequences to beneficial owners of the Notes or the Guarantee under other tax laws to which the beneficial owners are subject.

Events of Default

Each of the following is an “event of default” under the indenture with respect to the Notes:

 

•

failure to pay the principal of, or any premium on, the Notes when due;

 

•

failure to pay the interest or any additional amount on the Notes when due and the continuation of that failure for 30 days;

 

•

the cessation of the Guarantee to be in full force and effect, the declaration that the Guarantee is null and void and unenforceable, the finding that the Guarantee is invalid or the denial by the Guarantor of its liability under the Guarantee (other than by reason of the release of the Guarantor in accordance with the terms of the indenture);

 

•

failure by the Issuer or the Guarantor to comply with any of its other covenants or agreements contained in the indenture and the continuation of that failure for 90 days after written notice of that failure is given to the Issuer or Guarantor from the Trustee (or to the Issuer, Guarantor and Trustee from the holders of at least 25% in principal amount of the outstanding Notes); and

 

•

certain events of bankruptcy, insolvency or reorganization relating to the Issuer or the Guarantor;

The indenture provides that if there is a continuing event of default with respect to the Notes, the Trustee or the holders of at least 25% of the outstanding principal amount of the Notes may require the Issuer or the Guarantor to pay immediately the principal of and accrued and unpaid interest, if any, on the Notes. However, at any time after the Trustee or the holders, as the case may be, declare an acceleration with respect to the Notes, but before the applicable person has obtained a judgment or decree for payment of the money, the holders of a majority in principal amount of the Notes may, under certain conditions, cancel such acceleration if (i) all events of default (other than the non-payment of accelerated principal) with respect to the Notes have been cured or (ii) all such events of default have been waived, each as provided in the indenture. For information as to waiver of defaults, see “—Modification and Waiver” in the accompanying prospectus.

The indenture provides that, subject to the duties of the Trustee to act with the required standard of care, if there is a continuing event of default, the Trustee need not exercise any of its rights or powers under the indenture at the request or direction of any of the holders of Notes, unless those holders have offered to the Trustee security or indemnity reasonably satisfactory to it. Subject to those provisions for security or indemnification of the Trustee and certain other conditions, the holders of a majority in principal amount of the outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power the Trustee holds with respect to the Notes.

 

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No holder of any Security will have any right to institute any proceeding with respect to the indenture or for any remedy thereunder unless:

 

•

the Trustee has failed to institute the proceeding for 60 days after the holder has previously given the Trustee written notice of a continuing event of default with respect to the Notes;

 

•

the holders of at least 25% in principal amount of the outstanding Notes have made written request, and offered reasonable security or indemnity, to the Trustee to institute the proceeding as Trustee; and

 

•

the Trustee has not received from the holders of a majority in principal amount of the outstanding Notes a direction inconsistent with that request.

However, the holder of any Security will have an absolute and unconditional right to receive payment of the principal of, and any premium or interest on, that Security on or after the date or dates they are to be paid as expressed in or pursuant to the Notes and to institute suit for the enforcement of any such payment.

The indenture provides that the Trustee shall provide notice to the holders of Notes within 90 days of the occurrence of any default with respect to such Notes known to the Trustee, except that the Trustee need not provide holders of any such Notes notice of any default (other than the non-payment of principal or any premium, interest or additional amounts) if such default has been cured and the Trustee considers it in the interest of the holders of such Notes not to provide that notice.

Governing Law

The indenture and the Notes will be governed by, and construed in accordance with, the laws of the State of New York.

Defeasance and Discharge

Under certain circumstances, the Issuer and the Guarantor may be discharged, referred to as defeasance, from any and all obligations in respect of the Notes of any series and the related Guarantee, as applicable, as described in “Description of Debt Securities and Guarantees—Defeasance” in the accompanying prospectus.

In addition, the Issuer and the Guarantor may also obtain a discharge of the indenture with respect to all debt securities (including the Notes) issued thereunder and any related guarantee (including the Guarantee), as applicable, by depositing with the Trustee, in trust, money and/or securities of the United States or such other government which issues the currency in which the debt securities of that series are payable or securities of agencies backed by the full faith and credit of the United States or such other government, which, through the payment of interest and principal in accordance with their terms, will provide, in the opinion of a nationally recognized public accounting firm, enough money to pay all amounts due on the debt securities on the date those payments are due whether at maturity, upon redemption or otherwise, so long as those debt securities are by their terms to become due and payable within one year or are to be called for redemption within one year.

Concerning Our Relationship with the Trustee

The Guarantor and its affiliates have commercial deposits and custodial arrangements with The Bank of New York Mellon Trust Company, N.A. (“BNY”) and may have borrowed money from BNY or its affiliates in the normal course of business. The Guarantor and its affiliates may enter into similar or other banking relationships with BNY or its affiliates in the future in the normal course of business. In addition, the Guarantor and its affiliates may provide consulting and other services in the ordinary course of our business for BNY or its affiliates.

Offers to Purchase; Open Market Purchases

Neither the Issuer nor the Guarantor is required to make any sinking fund payments or any offers to purchase with respect to the Notes or the Guarantee. The Issuer or the Guarantor may at any time and from time to time purchase Notes in the open market or otherwise.

 

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BOOK-ENTRY, DELIVERY AND FORM

We have obtained the information in this section concerning DTC, Clearstream Banking S.A. (“Clearstream, Luxembourg”) and Euroclear Bank SA/NV (“Euroclear”) and their book-entry systems and procedures from sources that we believe to be reliable. We take no responsibility for an accurate portrayal of this information. In addition, the description of the clearing systems in this section reflects our understanding of the rules and procedures of DTC, Clearstream, Luxembourg and Euroclear as they are currently in effect. Those systems could change their rules and procedures at any time.

The Notes of each series will initially be represented by one or more fully registered global notes. Each such global note will be deposited with, or on behalf of, DTC or any successor thereto and registered in the name of Cede & Co. (DTC’s nominee). You may hold your interests in the global notes in the United States through DTC, or in Europe through Clearstream, Luxembourg or Euroclear, either as a participant in such systems or indirectly through organizations which are participants in such systems. Clearstream, Luxembourg and Euroclear will hold interests in the global notes on behalf of their respective participating organizations or customers through customers’ securities accounts in Clearstream, Luxembourg’s or Euroclear’s names on the books of their respective depositaries, which in turn will hold those positions in customers’ securities accounts in the depositaries’ names on the books of DTC.

So long as DTC or its nominee is the registered owner of the global securities representing the Notes of a series, DTC or such nominee will be considered the sole owner and holder of the Notes of such series for all purposes of the Notes of such series and the indenture. Except as provided below, owners of beneficial interests in the Notes will not be entitled to have the Notes registered in their names, will not receive or be entitled to receive physical delivery of the Notes in definitive form and will not be considered the owners or holders of the Notes under the indenture, including for purposes of receiving any reports delivered by the Issuer, the Guarantor or the Trustee pursuant to the indenture. Accordingly, each person owning a beneficial interest in a Note must rely on the procedures of DTC or its nominee and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, in order to exercise any rights of a holder of Notes.

Unless and until the Issuer issues the Notes of a series in fully certificated, registered form under the limited circumstances described below under “—Certificated Notes”:

 

•

you will not be entitled to receive a certificate representing your interest in the Notes of such series;

 

•

all references in this prospectus or an accompanying prospectus supplement to actions by holders will refer to actions taken by DTC upon instructions from its direct participants; and

 

•

all references in this prospectus or an accompanying prospectus supplement to payments and notices to holders will refer to payments and notices to DTC or Cede & Co., as the registered holder of the Notes of such series, for distribution to you in accordance with DTC procedures.

The Depository Trust Company

DTC will act as securities depositary for the Notes. The Notes will be issued as fully registered Notes registered in the name of Cede & Co. DTC is:

 

•

a limited-purpose trust company organized under the New York Banking Law;

 

•

a “banking organization” under the New York Banking Law;

 

•

a member of the Federal Reserve System;

 

•

a “clearing corporation” under the New York Uniform Commercial Code; and

 

•

a “clearing agency” registered under the provisions of Section 17A of the Exchange Act.

 

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DTC holds securities that its direct participants deposit with DTC. DTC facilitates the settlement among direct participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in direct participants’ accounts, thereby eliminating the need for physical movement of securities certificates.

Direct participants of DTC include securities brokers and dealers (including the underwriters), banks, trust companies, clearing corporations and certain other organizations. DTC is owned by a number of its direct participants. Indirect participants of DTC, such as securities brokers and dealers, banks and trust companies, can also access the DTC system if they maintain a custodial relationship with a participant, either directly or indirectly.

Purchases of Notes under DTC’s system must be made by or through direct participants, which will receive a credit for the Notes on DTC’s records. The ownership interest of each beneficial owner is in turn to be recorded on the records of direct participants and indirect participants. Beneficial owners will not receive written confirmation from DTC of their purchase, but beneficial owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the direct participants or indirect participants through which such beneficial owners entered into the transaction. Transfers of ownership interests in the Notes are to be accomplished by entries made on the books of participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in Notes, except as provided below under “—Certificated Notes.”

To facilitate subsequent transfers, all Notes deposited with DTC are registered in the name of DTC’s nominee, Cede & Co. The deposit of Notes with DTC and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual beneficial owners of the Notes. DTC’s records reflect only the identity of the direct participants to whose accounts such Notes are credited, which may or may not be the beneficial owners. The participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants and by direct participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Book-Entry Format

Under the book-entry format, the paying agent will pay interest or principal payments to Cede & Co., as nominee of DTC. DTC will forward the payment to the direct participants, who will then forward the payment to the indirect participants (including Clearstream, Luxembourg or Euroclear) or to you as the beneficial owner. You may experience some delay in receiving your payments under this system. None of the Issuer, the Guarantor, the Trustee or any paying agent has any direct responsibility or liability for the payment of principal or interest on the Notes to owners of beneficial interests in the Notes.

DTC is required to make book-entry transfers on behalf of its direct participants and is required to receive and transmit payments of principal, premium, if any, and interest on the Notes. Any direct participant or indirect participant with which you have an account is similarly required to make book-entry transfers and to receive and transmit payments with respect to the Notes on your behalf. None of the Issuer, the Guarantor or the Trustee have responsibility for any aspect of the actions of DTC, Clearstream, Luxembourg or Euroclear or any of their direct or indirect participants. In addition, none of the Issuer, the Guarantor or the Trustee have responsibility or liability for any aspect of the records kept by DTC, Clearstream, Luxembourg, Euroclear or any of their direct or indirect participants relating to or payments made on account of beneficial ownership interests in the Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Neither the Issuer nor the Guarantor supervises these systems in any way.

 

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The Trustee will not recognize you as a holder under the indenture, and you can only exercise the rights of a holder indirectly through DTC and its direct participants. DTC has advised us that it will only take action regarding a Note if one or more of the direct participants to whom the Note is credited directs DTC to take such action and only in respect of the portion of the aggregate principal amount of the Notes as to which that participant or participants has or have given that direction. DTC can only act on behalf of its direct participants. Your ability to pledge Notes to non-direct participants, and to take other actions, may be limited because you will not possess a physical certificate that represents your Notes.

Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the Notes unless authorized by a direct participant in accordance with DTC’s procedures. Under its usual procedures, DTC will mail an omnibus proxy to us as soon as possible after the record date. The omnibus proxy assigns Cede & Co.’s consenting or voting rights to those direct participants to whose accounts the Notes are credited on the record date (identified in a listing attached to the omnibus proxy).

Clearstream, Luxembourg or Euroclear will credit payments to the cash accounts of Clearstream, Luxembourg customers or Euroclear participants in accordance with the relevant system’s rules and procedures, to the extent received by its depositary. These payments will be subject to tax reporting in accordance with relevant U.S. tax laws and regulations. Clearstream, Luxembourg or the Euroclear Operator, as the case may be, will take any other action permitted to be taken by a holder under the indenture on behalf of a Clearstream, Luxembourg customer or Euroclear participant only in accordance with its relevant rules and procedures and subject to its depositary’s ability to effect those actions on its behalf through DTC.

DTC, Clearstream, Luxembourg and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of the Notes among participants of DTC, Clearstream, Luxembourg and Euroclear. However, they are under no obligation to perform or continue to perform those procedures, and they may discontinue those procedures at any time.

Transfers Within and Among Book-Entry Systems

Transfers between DTC’s direct participants will occur in accordance with DTC rules. Transfers between Clearstream, Luxembourg customers and Euroclear participants will occur in accordance with its applicable rules and operating procedures.

DTC will effect cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Clearstream, Luxembourg customers or Euroclear participants, on the other hand, in accordance with DTC rules on behalf of the relevant European international clearing system by its depositary. However, cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in that system in accordance with its rules and procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction meets its settlement requirements, instruct its depositary to effect final settlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Clearstream, Luxembourg customers and Euroclear participants may not deliver instructions directly to the depositaries.

Because of time-zone differences, credits of securities received in Clearstream, Luxembourg or Euroclear resulting from a transaction with a DTC direct participant will be made during the subsequent securities settlement processing, dated the business day following the DTC settlement date.

Those credits or any transactions in those securities settled during that processing will be reported to the relevant Clearstream, Luxembourg customer or Euroclear participant on that business day. Cash received in Clearstream, Luxembourg or Euroclear as a result of sales of securities by or through a Clearstream, Luxembourg customer or a Euroclear participant to a DTC direct participant will be received with value on the DTC

 

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settlement date but will be available in the relevant Clearstream, Luxembourg or Euroclear cash amount only as of the business day following settlement in DTC.

Although DTC, Clearstream, Luxembourg and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of debt securities among their respective participants, they are under no obligation to perform or continue to perform such procedures and such procedures may be discontinued at any time.

Certificated Notes

Unless and until they are exchanged, in whole or in part, for Notes in definitive form in accordance with the terms of the Notes, the Notes may not be transferred except (i) as a whole by DTC to a nominee of DTC, (ii) by a nominee of DTC to DTC or another nominee of DTC or (iii) by DTC or any such nominee to a successor of DTC or a nominee of such successor.

The Issuer will issue Notes of the applicable series to you or your nominees, in fully certificated registered form, rather than to DTC or its nominees, only if:

 

•

the Issuer advises the Trustee in writing that DTC is no longer willing or able to discharge its responsibilities properly or that DTC is no longer a registered clearing agency under the Exchange Act, and the Trustee or we are unable to locate a qualified successor within 90 days;

 

•

an event of default with respect to the Notes of the applicable series has occurred and is continuing under the indenture; or

 

•

the Issuer, at its option, elects to terminate the book-entry system through DTC.

If any of the three above events occurs, DTC is required to notify all direct participants that Notes of the applicable series in fully certificated registered form are available through DTC. DTC will then surrender the global notes representing the Notes of such series along with instructions for re-registration. The Trustee will re-issue the Notes of the applicable series in fully certificated registered form and will recognize the registered holders of the certificated debt securities as holders under the indenture.

Unless and until the Issuer issues the Notes in fully certificated, registered form, (i) you will not be entitled to receive a certificate representing your interest in the Notes, (ii) all references in this prospectus supplement or the accompanying prospectus to actions by holders will refer to actions taken by the depositary upon instructions from their direct participants and (iii) all references in this prospectus supplement or the accompanying prospectus to payments and notices to holders will refer to payments and notices to the depositary, as the registered holder of the Notes, for distribution to you in accordance with its policies and procedures.

 

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of certain U.S. federal income tax considerations of the ownership and disposition of the Notes issued pursuant to this offering, but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, the Medicare tax on certain investment income, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on the Code, Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (the “IRS”), in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a beneficial owner of the Notes. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the ownership and disposition of the Notes.

This discussion is limited to persons who hold the Notes as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). In addition, this discussion is limited to persons purchasing the Notes for cash at original issue and at their original “issue price” within the meaning of Section 1273 of the Code (i.e., the first price at which a substantial amount of the Notes is sold to the public (not including bond houses, brokers or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers) for cash). This discussion does not address all U.S. federal income tax considerations relevant to a person’s particular circumstances. In addition, it does not address considerations relevant to persons subject to special rules, including, without limitation:

 

•

U.S. expatriates and former citizens or long-term residents of the United States;

 

•

persons subject to the alternative minimum tax;

 

•

U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;

 

•

persons holding the Notes as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment;

 

•

banks, insurance companies, and other financial institutions;

 

•

real estate investment trusts or regulated investment companies;

 

•

brokers, dealers or traders in securities;

 

•

“controlled foreign corporations,” “passive foreign investment companies” and corporations that accumulate earnings to avoid U.S. federal income tax;

 

•

S corporations, partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein);

 

•

tax-exempt organizations or governmental organizations; and

 

•

persons subject to special tax accounting rules as a result of any item of gross income with respect to the Notes being taken into account in an applicable financial statement.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds the Notes, the tax treatment of a partner in the partnership generally will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, each partnership holding or considering an investment in the Notes and each partner in such partnership is urged to consult its tax advisor regarding the U.S. federal income tax considerations of the ownership and disposition of the Notes by such partnership.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. EACH INVESTOR IS URGED TO CONSULT ITS TAX ADVISOR WITH RESPECT TO THE

 

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APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO ITS PARTICULAR SITUATION AS WELL AS ANY TAX CONSIDERATIONS OF THE OWNERSHIP AND DISPOSITION OF THE NOTES ARISING UNDER OTHER U.S. FEDERAL TAX LAWS (INCLUDING ESTATE AND GIFT TAX LAWS), UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

Tax Considerations Applicable to U.S. Holders

Definition of a U.S. Holder

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of a Note that, for U.S. federal income tax purposes, is or is treated as:

 

•

an individual who is a citizen or resident of the United States;

 

•

a corporation created or organized under the laws of the United States, any state thereof, or the District of Columbia;

 

•

an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

 

•

a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

Payments of Interest

Interest on a Note generally will be taxable to a U.S. Holder as ordinary income at the time such interest is received or accrued, in accordance with such U.S. Holder’s method of tax accounting for U.S. federal income tax purposes. Payments under the Notes or the Guarantee will have a U.S. source.

Sale, Exchange, Redemption or Other Taxable Disposition

A U.S. Holder generally will recognize gain or loss on the sale, exchange, redemption or other taxable disposition of a Note. The amount of such gain or loss will generally equal the difference, if any, between the amount of cash and the fair market value of any property received for the Note (less amounts attributable to any accrued but unpaid interest, which will be taxable as ordinary interest income to the extent not previously included in income) and the U.S. Holder’s adjusted tax basis in the Note. A U.S. Holder’s adjusted tax basis in a Note generally will be equal to the amount the U.S. Holder paid for the Note. Any gain or loss will generally be capital gain or loss and will be long-term capital gain or loss if the U.S. Holder has held the Note for more than one year at the time of sale, exchange, redemption or other taxable disposition. Long-term capital gains recognized by individuals and certain other non-corporate U.S. Holders are eligible for reduced rates of U.S. federal income tax. The deductibility of capital losses is subject to limitations.

Information Reporting and Backup Withholding

A U.S. Holder may be subject to information reporting and backup withholding when the U.S. Holder receives payments on a Note or receives proceeds from the sale or other taxable disposition of a Note. Certain U.S. Holders (including corporations) are exempt from backup withholding. A U.S. Holder will be subject to backup withholding if the U.S. Holder is not otherwise exempt (and certified such exempt status if required) and:

 

•

the U.S. Holder fails to furnish the U.S. Holder’s taxpayer identification number;

 

•

the U.S. Holder furnishes an incorrect taxpayer identification number;

 

•

the applicable withholding agent is notified by the IRS that the U.S. Holder previously failed to properly report payments of interest or dividends; or

 

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•

the U.S. Holder fails to certify under penalties of perjury that the U.S. Holder has furnished a correct taxpayer identification number and that the IRS has not notified the U.S. Holder that the U.S. Holder is subject to backup withholding.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS. A U.S. Holder who does not timely provide a correct taxpayer identification number may also be subject to penalties imposed by the IRS. Each U.S. Holder is urged to consult its tax advisor regarding such U.S. Holder’s qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

Tax Considerations Applicable to Non-U.S. Holders

Definition of a Non-U.S. Holder

For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner of a Note that is neither a U.S. Holder nor an entity or arrangement treated as a partnership for U.S. federal income tax purposes.

Payments of Interest

Subject to the discussion of FATCA (as defined below) and Information Reporting and Backup Withholding below, interest paid on a Note or the Guarantee to a Non-U.S. Holder that is not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States generally will not be subject to U.S. federal income tax, or withholding tax of 30% (or such lower rate specified by an applicable income tax treaty), provided that:

 

•

the Non-U.S. Holder does not, actually or constructively, own 10% or more of the total combined voting power of all classes of our voting stock within the meaning of the Code and applicable U.S. Treasury Regulations;

 

•

the Non-U.S. Holder is not a controlled foreign corporation related to us through actual or constructive stock ownership; and

 

•

either (1) the Non-U.S. Holder properly certifies in a statement provided to the applicable withholding agent under penalties of perjury that it is not a United States person and provides its name and address; (2) a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business and holds the Note on behalf of the Non-U.S. Holder certifies to the applicable withholding agent under penalties of perjury that it, or the financial institution between it and the Non-U.S. Holder, has received from the Non-U.S. Holder a statement under penalties of perjury that such Non-U.S. Holder is not a United States person and provides a copy of such statement to the applicable withholding agent; or (3) the Non-U.S. Holder holds its Note directly through a “qualified intermediary” (within the meaning of applicable Treasury Regulations) and certain conditions are satisfied.

If a Non-U.S. Holder does not satisfy the requirements above, such Non-U.S. Holder may be entitled to a reduction in or an exemption from withholding on such interest as a result of an applicable income tax treaty. To claim such entitlement, the Non-U.S. Holder must provide the applicable withholding agent with a properly executed IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) claiming a reduction in or exemption from withholding tax under an applicable income tax treaty between the United States and the country in which the Non-U.S. Holder resides or is established.

If interest paid to a Non-U.S. Holder is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such interest is attributable), the Non-U.S.

 

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Holder will be exempt from the U.S. federal withholding tax described above. To claim the exemption, the Non-U.S. Holder must furnish to the applicable withholding agent a valid IRS Form W-8ECI, certifying that interest paid on a Note is not subject to withholding tax because it is effectively connected with the conduct of the Non-U.S. Holder of a trade or business within the United States.

Any such effectively connected interest generally will be subject to U.S. federal income tax at the regular graduated U.S. federal income tax rates as if the Non-U.S. Holder were a U.S. Holder, unless an applicable income tax treaty provides otherwise. In addition, a Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on its effectively connected earnings and profits for the taxable year that are attributable to such interest, as adjusted for certain items.

The certifications described above must be provided to the applicable withholding agent prior to the payment of interest and must be updated periodically. A Non-U.S. Holder that does not timely provide the applicable withholding agent with the required certification, but that qualifies for a reduced rate (e.g., under an applicable income tax treaty), may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Each Non-U.S. Holder is urged to consult its tax advisor regarding its entitlement to benefits under any applicable income tax treaty.

Sale, Exchange, Redemption or Other Taxable Disposition

A Non-U.S. Holder will not be subject to U.S. federal income tax on any gain realized upon the sale, exchange, redemption or other taxable disposition of a Note (other than amounts allocable to accrued and unpaid interest, which generally will be treated as interest subject to the rules discussed above under “—Payments of Interest”) unless:

 

•

the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such gain is attributable); or

 

•

the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met.

Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular graduated U.S. federal income tax rates as if such Non-U.S. Holder were a U.S. Holder. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on its effectively connected earnings and profits for the taxable year that are attributable to such gain, as adjusted for certain items.

Gain described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty), which may be offset by U.S.-source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

If a Non-U.S. Holder is eligible for the benefits of an income tax treaty between the United States and such Non-U.S. Holder’s country of residence, the U.S. federal income tax treatment of any such gain described above may be modified in the manner specified by the treaty. Each Non-U.S. Holder is urged to consult its tax advisor regarding any applicable income tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

Payments of interest generally will not be subject to backup withholding, provided the applicable withholding agent does not have actual knowledge or reason to know the Non-U.S. Holder is a United States

 

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person and the Non-U.S. Holder certifies its non-U.S. status as described above under “—Payments of Interest.” However, information returns are required to be filed with the IRS in connection with any interest paid to the Non-U.S. Holder, regardless of whether any tax was actually withheld. In addition, proceeds of the sale or other taxable disposition of a Note (including a retirement or redemption of the Note) within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting, if the applicable withholding agent receives the statement described above and does not have actual knowledge or reason to know that such Non-U.S. Holder is a United States person or the Non-U.S. Holder otherwise establishes an exemption. Proceeds of a disposition of a Note paid outside the United States and conducted through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding or information reporting.

Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

FATCA

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance Act, or “FATCA”) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on payments of interest on a Note paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

Each prospective investor is urged to consult its tax advisor regarding the potential application of withholding under FATCA to its investment in a Note.

 

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CERTAIN IRISH TAX CONSEQUENCES

The following is a general summary of the Irish withholding tax consequences in relation to payments of interest on the Notes and payments in respect of the Guarantee and of the Irish stamp duty consequences of the issue or transfer of the Notes. It deals only with holders of Notes who beneficially own their Notes as an investment and who are not associated with the Issuer (otherwise than by virtue of holding the Notes). This summary does not deal with other Irish tax aspects of acquiring, holding or disposing of the Notes. This summary is based upon the laws of Ireland and the published practices of the Revenue Commissioners of Ireland in effect on the date of this prospectus supplement and is subject to any change in law or practice which may take effect after that date (including with retrospective effect).

This summary does not constitute legal or tax advice and the comments below are of a general nature only. Holders (or prospective holders) of Notes who are in any doubt as to their tax position should consult their professional advisors.

Irish Withholding Tax

Payments of Interest on the Notes

Withholding Tax. Interest payments on the Notes made by the Issuer may be made without withholding on account of Irish income tax provided that they do not have an “Irish source.” Interest payments on the Notes made by the Issuer would not generally be considered to have an Irish source where: (i) the Issuer is not resident in Ireland for the purposes of Irish tax; (ii) the Issuer does not operate in Ireland through a branch or agency with which the issue of the Notes is connected; (iii) the funds for the payments do not come from Ireland and no interest payments will be made from Ireland; and (iv) no debt is secured on Irish situate assets. Accordingly, the Issuer or any paying agent acting on behalf of the Issuer should not be obliged to deduct Irish interest withholding taxes from payments made in connection with the Notes.

Encashment Tax. In certain circumstances, Irish tax will be required to be withheld at a rate of 25 per cent from any interest paid in respect of the Notes, where such interest is paid, collected or realized by a person in Ireland on behalf of any holder of the Notes. Holders of the Notes should therefore note that the appointment of an Irish collection agent or an Irish paying agent could result in the deduction of 25% encashment tax by such agent from interest payments on the Notes. A holder of Notes that is not resident in Ireland for tax purposes may claim an exemption from this withholding tax by submitting an appropriate declaration of non-Irish tax residency to the Irish agent.

Payments in Respect of the Guarantee

The Guarantor currently does not intend to withhold tax from any payments under the Guarantee. Depending on the correct analysis under Irish law of payments in respect of the Guarantee, it is possible that such payments would be subject to withholding on account of Irish income tax at the standard rate (currently 20%), subject to such relief as may be available under the provisions of any applicable double tax treaty or any other exemption which may apply under domestic Irish law.

Stamp Duty

No Irish stamp duty should be payable on the issue or transfer of the Notes for so long as (a) the Notes do not derive their value or the greater part of their value directly or indirectly from any non-residential immovable property situated in Ireland, and (b) the transfer of the Notes does not relate to: (i) any immovable property situated in Ireland or any right over or interest in such property; or (ii) the stocks or marketable securities of a company registered in Ireland.

 

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UNDERWRITING (CONFLICTS OF INTEREST)

Subject to the conditions contained in an underwriting agreement dated as of the date of this prospectus supplement by and among the Issuer, the Guarantor, and the underwriters named below, for whom J.P. Morgan Securities LLC, BofA Securities Inc., Citigroup Global Markets Inc. and BNP Paribas Securities Corp. are acting as representatives, the Issuer and the Guarantor have agreed to sell to each underwriter, and each underwriter has severally and not jointly agreed to purchase from us, the principal amount of the Notes that appears opposite its name in the table below:

 

Underwriter		Principal Amount of the 2027 Notes				Principal Amount of the 2029 Notes				Principal Amount of the 2031 Notes				Principal Amount of the 2034 Notes
J.P. Morgan Securities LLC		$	352,000,000			$	384,000,000			$	384,000,000			$	480,000,000
BofA Securities, Inc.			220,000,000				240,000,000				240,000,000				300,000,000
Citigroup Global Markets Inc.			143,000,000				156,000,000				156,000,000				195,000,000
BNP Paribas Securities Corp.			110,000,000				120,000,000				120,000,000				150,000,000
Barclays Capital Inc.			55,000,000				60,000,000				60,000,000				75,000,000
SG Americas Securities, LLC			55,000,000				60,000,000				60,000,000				75,000,000
Deutsche Bank Securities Inc.			44,000,000				48,000,000				48,000,000				60,000,000
HSBC Securities (USA) Inc.			44,000,000				48,000,000				48,000,000				60,000,000
Standard Chartered Bank			44,000,000				48,000,000				48,000,000				60,000,000
Goldman Sachs & Co. LLC			16,500,000				18,000,000				18,000,000				22,500,000
Morgan Stanley & Co. LLC			16,500,000				18,000,000				18,000,000				22,500,000
Total		$	1,100,000,000			$	1,200,000,000			$	1,200,000,000			$	1,500,000,000

The underwriters are offering the Notes subject to their acceptance of the Notes from us and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the Notes offered by this prospectus supplement are subject to certain conditions. The underwriters are obligated to take and pay for all of the Notes offered by this prospectus supplement if any such notes are taken. The offering of the Notes by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

The underwriters initially propose to offer the Notes of each series to the public at the applicable public offering prices that appear on the cover page of this prospectus supplement. In addition, the underwriters initially propose to offer the Notes to certain dealers at prices that represent a concession not in excess of 0.150% of the aggregate principal amount of the 2027 Notes, 0.200% of the aggregate principal amount of the 2029 Notes, 0.250% of the aggregate principal amount of the 2031 Notes and 0.275% of the aggregate principal amount of the 2034 Notes, as applicable. Any underwriter may allow, and any such dealer may reallow, a concession not in excess of 0.100% of the aggregate principal amount of the 2027 Notes, 0.150% of the aggregate principal amount of the 2029 Notes, 0.150% of the aggregate principal amount of the 2031 Notes and 0.175% of the aggregate principal amount of the 2034 Notes, as applicable to certain other dealers. After the initial offering of the Notes, the underwriters may from time to time vary the offering prices and other selling terms.

 

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The following table shows the underwriting discount that we will pay to the underwriters in connection with the offering of the Notes:

 

		Paid by Us
Per 2027 Note			0.250	%
2027 Notes total		$	2,750,000
Per 2029 Note			0.350	%
2029 Notes total		$	4,200,000
Per 2031 Note			0.400	%
2031 Notes total		$	4,800,000
Per 2034 Note			0.450	%
2034 Notes total		$	6,750,000
Total		$	18,500,000

We estimate that our out of pocket expenses for this offering will be approximately $14.0 million.

We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act, or contribute to payments that the underwriters may be required to make in respect of those liabilities.

Each series of Notes is a new issue of securities with no established trading market, and we currently have no intention to apply to list the Notes of any series on any securities exchange or to seek their admission to trading on any automated quotation system. One or more of the underwriters intend(s) to make secondary markets for the Notes. However, they are not obligated to do so and may discontinue making secondary markets for the Notes at any time without notice. No assurance can be given as to how liquid the trading markets for the Notes will be.

In connection with this offering of the Notes, the underwriters may engage in overallotments, stabilizing transactions, and syndicate covering transactions in accordance with Regulation M under the Exchange Act. Overallotment involves sales in excess of the offering size, which creates a short position for the underwriting. Stabilizing transactions involve bids to purchase the Notes in the open market for the purpose of pegging, fixing or maintaining the prices of the Notes, as applicable. Syndicate covering transactions involve purchases of the Notes in the open market after the distribution has been completed in order to cover short positions. Stabilizing transactions and syndicate covering transactions may cause the prices of the Notes to be higher than they would otherwise be in the absence of those transactions. If the underwriters engage in stabilizing or syndicate covering transactions, they may discontinue them at any time without notice.

The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased notes sold by or for the account of such underwriter in stabilizing or short covering transactions.

These activities by the underwriters, as well as other purchases by the underwriters for their own accounts, may stabilize, maintain or otherwise affect the market price of the Notes. As a result, the price of the Notes may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the underwriters at any time without notice. These transactions may be effected in the over-the-counter market or otherwise.

To the extent any underwriter that is not a U.S.-registered broker-dealer intends to effect sales of the Notes in the United States, it will do so through one or more U.S.-registered broker-dealers in accordance with the applicable U.S. securities laws and regulations.

 

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Conflicts of Interest; Other Relationships

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. From time to time in the ordinary course of their respective businesses, certain of the underwriters and their affiliates have engaged in and may in the future engage in commercial banking, derivatives and/or financial advisory, investment banking and other commercial transactions and services with us and our affiliates for which they have received or will receive customary fees and commissions. For example, affiliates of J.P. Morgan Securities LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and BNP Paribas Securities Corp. are lenders under our credit agreement and affiliates of J.P. Morgan Securities LLC and BofA Securities, Inc. act as dealers and placement agents under our commercial paper program. Additionally, the Guarantor and its affiliates may provide consulting and other services in the ordinary course of our business to the underwriters or their affiliates.

In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. If any of the underwriters or their affiliates have a lending relationship with us, certain of those underwriters or their affiliates routinely hedge, and certain other of those underwriters may hedge, their credit exposure to us consistent with their customary risk management policies. Typically, these underwriters and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities, including potentially the securities offered hereby. Any such credit default swaps or short positions could adversely affect future trading prices of the securities offered hereby. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

As described in the “Use of Proceeds” section of in this prospectus supplement, we intend to use the net proceeds from this offering for general corporate purposes, including the repayment of outstanding commercial paper borrowings. Accordingly, certain of the underwriters and/or their affiliates who may be lenders, dealers and/or placement agents may receive a portion of the proceeds of the offering. If any one underwriter, together with its affiliates, were to receive 5% or more of the net proceeds of this offering by reason of any such repayment, such underwriters would be deemed to have a “conflict of interest” within the meaning of Financial Industry Regulatory Authority (“FINRA”) Rule 5121. Accordingly, this offering will be conducted in accordance with Rule 5121. However, in accordance with FINRA Rule 5121, no “qualified independent underwriter” is required because the Notes are investment grade-rated by one or more nationally recognized statistical rating agencies.

Settlement

We expect to deliver the Notes against payment for the Notes on or about the date specified in the last paragraph of the cover page of this prospectus supplement, which will be the third business day following the date of the pricing of the Notes. Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes prior to the business day preceding the closing date will be required, by virtue of the fact that the Notes initially will settle in T+3, to specify an alternate settlement arrangement to prevent a failed settlement.

 

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Selling Restrictions

Canada

The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus supplement and the accompanying prospectus (including any amendment thereto) contain a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

If applicable, pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

European Economic Area

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the “EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, the “MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended or superseded, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared, and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

This prospectus supplement and the accompanying prospectus have been prepared on the basis that any offer of the Notes in any member state of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of securities. This prospectus supplement and the accompanying prospectus are not a prospectus for the purposes of the Prospectus Regulation.

United Kingdom

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the “UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the “UK Prospectus Regulation”). Consequently, no key information document required by

 

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Regulation (EU) No 1286/2014 as it forms part of assimilated law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes based investment products or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

This prospectus supplement and the accompanying prospectus has been prepared on the basis that any offer of Notes in the UK will be made pursuant to an exemption under the UK Prospectus Regulation and FSMA from the requirement to publish a prospectus for offers of Notes. This ‘prospectus supplement’ and there are references herein to a “prospectus,” neither this prospectus supplement nor the accompanying prospectus is a prospectus for the purposes of the UK Prospectus Regulation or the FSMA.

Hong Kong

Each underwriter (i) has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Notes other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571 of the laws of Hong Kong) (the “SFO”) and any rules made thereunder; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (the “CO”) or which do not constitute an offer to the public within the meaning of the CO; and (ii) has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Notes, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made thereunder. The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

Japan

The Notes have not been and will not be registered pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Act. Accordingly, none of the Notes nor any interest therein may be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any “resident” of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to or for the benefit of a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations and ministerial guidelines of Japan in effect at the relevant time.

Singapore

Each underwriter has acknowledged that this prospectus supplement has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each underwriter has represented, warranted and agreed that it has not offered or sold any Notes or caused the Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Notes or cause the Notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this prospectus supplement or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the “SFA”)) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA.

 

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Switzerland

This prospectus supplement and the accompanying prospectus do not constitute an offer to the public or a solicitation to purchase or invest in any Notes. No Notes have been offered or will be offered to the public in Switzerland, except that offers of Notes may be made to the public in Switzerland at any time under the following exemptions under the Swiss Financial Services Act (“FinSA”):

(a) to any person which is a professional client as defined under the FinSA; or

(b) in any other circumstances falling within Article 36 FinSA in connection with Article 44 of the Swiss Financial Services Ordinance,

provided that no such offer of Notes shall require the Company or any bank to publish a prospectus pursuant to Article 35 FinSA.

The Notes have not been and will not be listed or admitted to trading on a trading venue in Switzerland.

Neither this document nor any other offering or marketing material relating to the Notes constitutes a prospectus as such term is understood pursuant to the FinSA and neither this document nor any other offering or marketing material relating to the Notes may be publicly distributed or otherwise made publicly available in Switzerland.

Taiwan

The Notes have not been, and will not be, registered or filed with, or approved by, the Financial Supervisory Commission of Taiwan, the Republic of China (“Taiwan”) and/or other regulatory authority of Taiwan pursuant to applicable securities laws and regulations and may not be sold, issued or offered within Taiwan through a public offering or in circumstances which constitute an offer within the meaning of the Taiwan Securities and Exchange Act or relevant laws and regulations that requires a registration, filing or approval of the Financial Supervisory Commission of Taiwan and/or other regulatory authority of Taiwan. No person or entity in Taiwan is authorized to offer, sell or distribute or otherwise intermediate the offering of the Notes or the provision of information relating to this prospectus supplement and the accompanying prospectus. The Notes may be made available to Taiwan resident investors outside Taiwan for purchase by such investors outside Taiwan for purchase outside Taiwan by investors residing in Taiwan, but may not be issued, offered, sold or resold in Taiwan, unless otherwise permitted by Taiwan laws and regulations. No subscription or other offer to purchase the Notes shall be binding on us until received and accepted by us or any underwriter outside of Taiwan (the “Place of Acceptance”), and the purchase/sale contract arising therefrom shall be deemed a contract entered into in the Place of Acceptance.

 

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WHERE YOU CAN FIND MORE INFORMATION

We are subject to the information reporting requirements of the Exchange Act. In accordance with the Exchange Act, we file reports, proxy statements and other information with the SEC. Our SEC file number is 001-34448. The SEC maintains a website at www.sec.gov that contains reports, proxy statements and other information about issuers, such as us, who file electronically with the SEC.

The SEC’s rules allow us to “incorporate by reference” information in this prospectus supplement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus supplement, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in a previously filed document incorporated by reference herein will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus supplement or a subsequently filed document incorporated by reference herein modifies or replaces such statement.

This prospectus supplement incorporates by reference (i) the documents set forth below and (ii) any future filings we make with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this prospectus supplement and prior to the termination of this offering, except we are not incorporating by reference any information furnished (but not filed) under Item 2.02 or Item 7.01 of any Current Report on Form 8-K and exhibits filed on such form that are related to such items, unless specifically noted below for such report or in a prospectus supplement:

 

•

Annual Report on Form 10-K for the year ended August 31, 2023, filed with the SEC on October 12, 2023, as revised by our Current Report on Form 8-K filed on September 30, 2024, which revised Part I, Item 1, Part II, Item 7 and Part II, Item 8 thereof;

 

•

information specifically incorporated by reference in the Annual Report on Form 10-K for the year ended August  31, 2023 from the Definitive Proxy Statement on Schedule 14A, filed with the SEC on December 13, 2023;

 

•

Quarterly Reports on Form 10-Q for the quarter ended November 30, 2023, filed with the SEC on December 19, 2023, the quarter ended February 29, 2024, filed with the SEC on March 21, 2024, and the quarter ended May  31, 2024, filed with the SEC on June 20, 2024; and

 

•

Current Reports on Form 8-K, filed with the SEC on December 6, 2023, January  31, 2024, May 17, 2024, June 11, 2024 (as amended on July  19, 2024), and September 30, 2024 (including Accenture plc’s recast financial statements and related disclosures, as of August 31, 2023, along with the audit report of our independent registered public accounting firm).

You will find additional information about us in the registration statement of which this prospectus and the accompanying prospectus form a part. This prospectus supplement and the accompanying prospectus do not contain all of the information in the registration statement. Statements in this prospectus supplement, the accompanying prospectus or any documents incorporated by reference herein or therein concerning the provisions of legal documents are not necessarily complete, and you should read the documents that are filed as exhibits to the registration statement or otherwise filed with the SEC for a more complete understanding of the document or matter.

 

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You may request a free copy of any of the documents incorporated by reference in this prospectus supplement by writing or calling us at the following address or telephone number:

Accenture plc

Investor Relations

395 Ninth Avenue

60th Floor

New York, New York 10001

United States of America

Telephone: +1 (703) 948-5150

 

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LEGAL MATTERS

The validity of the Notes will be passed upon for us as to Irish law by Arthur Cox LLP and as to U.S. law by Gibson, Dunn & Crutcher LLP, New York, New York. Davis Polk & Wardwell LLP, Menlo Park, California, will pass upon certain matters for the underwriters.

EXPERTS

The consolidated financial statements of Accenture plc as of August 31, 2023 and 2022, and for each of the years in the three-year period ended August 31, 2023, and management’s assessment of the effectiveness of internal control over financial reporting as of August 31, 2023 have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

 

 

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PROSPECTUS

 

 

Accenture plc		Accenture Capital Inc.		Accenture Global Capital DAC
Guarantees Class A Ordinary Shares Preference Shares Share Purchase Contracts Share Purchase Units Warrants Depositary Shares		Debt Securities		Debt Securities
Units

 

 

Accenture plc, Accenture Capital or Accenture DAC (each as defined below) may from time to time offer and sell any of the securities identified above, or any combination thereof, in each case, in one or more series and in one or more offerings. This prospectus provides you with a general description of the securities and the general manner in which they may be offered.

Accenture plc, Accenture Capital or Accenture DAC may offer and sell the securities to or through one or more underwriters, dealers and agents or directly to purchasers, or through a combination of these methods, on a continuous or delayed basis. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. See “About this Prospectus” and “Plan of Distribution” for more information. None of the securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities.

Each time Accenture plc, Accenture Capital or Accenture DAC offers and sells securities, a supplement to this prospectus will be provided that contains specific information about the offering and the amounts, prices and terms of the securities. The prospectus supplement may also add, update or change information contained in this prospectus with respect to that offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of the securities, as well as the documents incorporated or deemed to be incorporated by reference herein and therein.

 

 

INVESTING IN THE SECURITIES DESCRIBED IN THIS PROSPECTUS INVOLVES RISK. YOU SHOULD CAREFULLY REVIEW THE RISKS AND UNCERTAINTIES DESCRIBED UNDER “RISK FACTORS” BEGINNING ON PAGE 7 OF THIS PROSPECTUS AND ANY RISK FACTORS SET FORTH IN THE APPLICABLE PROSPECTUS SUPPLEMENT AND IN THE DOCUMENTS INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN OR THEREIN.

The Class A ordinary shares of Accenture plc are listed on the New York Stock Exchange under the symbol “ACN.”

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

 

 

The date of this prospectus is September 30, 2024.

TABLE OF CONTENTS

 

		Page
ABOUT THIS PROSPECTUS			1
WHERE YOU CAN FIND MORE INFORMATION			3
INCORPORATION BY REFERENCE			4
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS			5
RISK FACTORS			7
ABOUT ACCENTURE			8
USE OF PROCEEDS			9
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES			10
DESCRIPTION OF PREFERENCE SHARES OF ACCENTURE PLC			24
DESCRIPTION OF CLASS A ORDINARY SHARES OF ACCENTURE PLC			25
DESCRIPTION OF SHARE PURCHASE CONTRACTS AND SHARE PURCHASE UNITS OF ACCENTURE PLC			26
DESCRIPTION OF WARRANTS OF ACCENTURE PLC			27
DESCRIPTION OF DEPOSITARY SHARES OF ACCENTURE PLC			28
DESCRIPTION OF UNITS OF ACCENTURE PLC			29
PLAN OF DISTRIBUTION			30
VALIDITY OF SECURITIES			32
EXPERTS			32

 

i

ABOUT THIS PROSPECTUS

This prospectus is part of an automatic shelf registration statement that we have filed with the U.S. Securities and Exchange Commission (the “SEC”) as a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)) using an automatic “shelf” registration process. By using a shelf registration statement, Accenture plc, Accenture Capital or Accenture DAC may, over time, offer any combination of the securities described in this prospectus in one or more offerings.

Unless otherwise stated or the context otherwise requires, in this prospectus we use the terms:

 

•

“Accenture Capital” to refer to Accenture Capital Inc., a Delaware corporation and a wholly owned subsidiary of Accenture plc;

 

•

“Accenture DAC” to refer to Accenture Global Capital DAC, an Irish designated activity company and a wholly owned subsidiary of Accenture plc;

 

•

“Accenture plc” to refer to Accenture plc, an Irish public limited company;

 

•

“Accenture,” “we,” “us” or “our” to refer to Accenture plc, together with its consolidated subsidiaries, including Accenture Capital and Accenture DAC; and

 

•

the “securities” to refer collectively to the guarantees, Class A ordinary shares, preference shares, share purchase contracts, share purchase units, warrants, depositary shares and units offered by Accenture plc, the debt securities offered by Accenture Capital and the debt securities offered by Accenture DAC.

This prospectus provides you with a general description of the securities that Accenture plc, Accenture Capital or Accenture DAC may offer. Each time that Accenture plc, Accenture Capital or Accenture DAC offers and sells securities, a prospectus supplement to this prospectus will be provided that contains specific information about the securities being offered and sold and the specific terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or free writing prospectus, you should rely on the prospectus supplement or free writing prospectus, as applicable. Before purchasing any securities, you should carefully read this prospectus, any applicable prospectus supplement and any applicable free writing prospectuses, together with the additional information described under “Where You Can Find More Information” and “Incorporation by Reference.”

As allowed by SEC rules, this prospectus does not contain all the information you can find in the registration statement of which this prospectus is a part or the exhibits to such registration statement. For further information, we refer you to such registration statement, including its exhibits and schedules and the documents incorporated by reference therein. Statements contained in this prospectus about the provisions or contents of any contract, agreement or other document are not necessarily complete. For each of these contracts, agreements or documents filed as an exhibit to the registration statement, we refer you to the actual exhibit for a more complete description of the matters involved.

We have not authorized anyone to provide you with any information or to make any representation that is different from, or in addition to, the information contained in this prospectus, any applicable prospectus supplement, any applicable free writing prospectus or any documents incorporated by reference in this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you or representations that others may make. You should not assume that the information contained, incorporated or deemed to be incorporated by reference in this prospectus, any applicable prospectus supplement, any applicable free writing prospectus or any documents incorporated by reference in

 

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this prospectus is accurate as of any date other than the date on the cover of the applicable document, unless otherwise indicated. The business, financial condition, results of operations and prospects of Accenture plc, Accenture Capital and/or Accenture DAC may have changed since that date. Neither this prospectus nor any prospectus supplement constitutes an offer to sell securities or a solicitation of an offer to buy securities by anyone in any jurisdiction in which that offer or solicitation is not authorized, or in which the person is not qualified to do so or to any person to whom it is unlawful to make that offer or solicitation, nor will we make an offer to sell securities in any jurisdiction where the offer or sale is not permitted.

This document is not intended to be and is not a prospectus for purposes of the Companies Act 2014 of Ireland, as amended, Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the “EU Prospectus Regulation”) or any legislation, regulations or rules of the European Union, Ireland or any other member state of the European Economic Area implementing the EU Prospectus Regulation. In the United Kingdom, this document is not intended to be and is not a prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of assimilated law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the “EUWA”) including any statutory instruments made pursuant to the EUWA (the “UK Prospectus Regulation”). This document has not been reviewed or approved by the Central Bank of Ireland nor by any other competent or supervisory authority of any other member state of the European Economic Area or the United Kingdom for the purposes of the EU Prospectus Regulation or the UK Prospectus Regulation. No offer of securities to the public is being, or shall be, made in Ireland or any other member state of the European Economic Area or the United Kingdom on the basis of this document. References to any UK legislation in this paragraph include any successor legislation to that legislation.

This prospectus incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus, any prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus, and under similar headings in documents that are incorporated by reference in such documents. Accordingly, you should not place undue reliance on this information.

 

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WHERE YOU CAN FIND MORE INFORMATION

We are subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In accordance with the Exchange Act, we file reports, proxy statements and other information with the SEC. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information about issuers, such as us, who file electronically with the SEC.

Our website address is www.accenture.com. The information on our website is not, and should not be deemed to be, a part of this prospectus.

You will find additional information about us in the registration statement of which this prospectus forms a part. This prospectus and any prospectus supplement do not contain all of the information in the registration statement. Other documents establishing the terms of the offered securities are or may be filed as exhibits to the registration statement or documents incorporated by reference therein. Statements in this prospectus or any prospectus supplement about these documents are summaries, and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. The full registration statement may be obtained through the SEC’s website as provided above, or through us as provided under “Incorporation by Reference.”

 

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INCORPORATION BY REFERENCE

The SEC’s rules allow us to “incorporate by reference” information in this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in this prospectus or a previously filed document incorporated by reference herein will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or a subsequently filed document incorporated by reference herein modifies or replaces such statement.

This prospectus and any accompanying prospectus supplement incorporate by reference (i) the documents set forth below and (ii) any future filings we make with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this prospectus and prior to the termination of this offering, except we are not incorporating by reference any information furnished (but not filed) under Item 2.02 or Item 7.01 of any Current Report on Form 8-K and exhibits filed on such form that are related to such items, unless specifically noted below for such report or in a prospectus supplement:

 

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Annual Report on Form 10-K for the year ended August 31, 2023, filed with the SEC on October 12, 2023, as revised by our Current Report on Form 8-K filed on September 30, 2024, which revised Part I, Item 1, Part II, Item 7 and Part II, Item 8 thereof;

 

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information specifically incorporated by reference in the Annual Report on Form 10-K for the year ended August  31, 2023 from the Definitive Proxy Statement on Schedule 14A, filed with the SEC on December 13, 2023;

 

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Quarterly Reports on Form 10-Q for the quarter ended November 30, 2023, filed with the SEC on December 19, 2023, the quarter ended February 29, 2024, filed with the SEC on March 21, 2024 and the quarter ended May  31, 2024, filed with the SEC on June 20, 2024;

 

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Current Reports on Form 8-K, filed with the SEC on December  6, 2023, January  31, 2024, May 17, 2024, June  11, 2024 (as amended on July  19, 2024), and September 30, 2024 (including Accenture plc’s recast financial statements and related disclosures, as of August 31, 2023, along with the audit report of our independent registered public accounting firm); and

 

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the description of the Class A ordinary shares of Accenture plc contained in our Current Report on Form 8-K12B filed with the SEC on September 1, 2009, as updated by the Current Reports of the Company on Form 8-K (under Items 5.03 and 9.01), filed on February  9, 2012, February  3, 2016 and February  7, 2018 and in Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed on October 12, 2023, and as subsequently amended or updated.

You may request a free copy of any of the documents incorporated by reference in this prospectus by writing or calling us at the following address or telephone number:

Accenture plc

Investor Relations

395 Ninth Avenue

60th Floor

New York, New York 10001

United States of America

Telephone: +1 (703) 948-5150

Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus or any accompanying prospectus supplement.

 

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INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

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

 

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

 

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Our business depends on generating and maintaining 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.

 

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Risks and uncertainties related to the development and use of AI could harm our business, damage our reputation or give rise to legal or regulatory action.

 

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If we are unable to match people and their skills with client demand around the world and attract and retain professionals with strong leadership skills, our business, the utilization rate of our professionals and our results of operations may be materially adversely affected.

 

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

 

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

 

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

 

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

 

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Our profitability could materially suffer due to pricing pressure, 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.

 

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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.

 

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

 

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Our debt obligations could adversely affect our business and financial condition.

 

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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.

 

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

 

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

 

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

 

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

 

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

 

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

 

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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.

 

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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 Part I, Item 1A of our most recent Annual Report on Form 10-K, Part II, Item 1A of any subsequent Quarterly Reports on Form 10-Q and/or any Current Reports on Form 8-K filed after the date of this prospectus. Our forward-looking statements speak only as of the date of this prospectus or as of the date they are made, and we undertake no obligation to update any forward-looking statements. See “Risk Factors.”

 

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RISK FACTORS

Investment in any securities offered pursuant to this prospectus and any applicable prospectus supplement involves risks. You should carefully consider the risk factors contained under “Risk Factors” in Part I, Item 1A of our most recent Annual Report on Form 10-K, Part II, Item 1A of any subsequent Quarterly Reports on Form 10-Q and/or any Current Reports on Form 8-K filed after the date of this prospectus, and all other information contained in or incorporated by reference in this prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information contained in any applicable prospectus supplement and any applicable free writing prospectus, before acquiring any of such securities. The occurrence of any of these risks might cause you to lose all or part of your investment in the offered securities.

 

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ABOUT ACCENTURE

Accenture is a leading global professional services company that helps the world’s leading organizations build their digital core, optimize their operations, accelerate revenue growth and enhance services—creating tangible value at speed and scale. We are a talent- and innovation-led company with 774,000 people serving clients in more than 120 countries. Technology is at the core of change today, and we are one of the world’s leaders in helping drive that change, with strong ecosystem relationships. We combine our strength in technology and leadership in cloud, data and AI with unmatched industry experience, functional expertise and global delivery capability. Our broad range of services, solutions and assets across Strategy & Consulting, Technology, Operations, Industry X and Song, together with our culture of shared success and commitment to creating 360° value, enable us to help our clients reinvent and build trusted, lasting relationships. We measure our success by the 360° value we create for our clients, each other, our shareholders, partners and communities.

Our principal executive offices are located at 1 Grand Canal Square, Grand Canal Harbour, Dublin 2, Ireland, our telephone number is +(353) (1) 646-2000 and our website is www.accenture.com. The information on, or accessible through, our website is not, and should not be deemed to be, a part of this prospectus or any other filing we make with the SEC.

Accenture plc is an Irish public limited company, and its Class A ordinary shares are currently traded on the NYSE under the symbol “ACN.” Accenture Capital Inc. (“Accenture Capital”) is a Delaware corporation and a wholly owned subsidiary of Accenture plc. Accenture Global Capital DAC is an Irish designated activity company and a wholly owned subsidiary of Accenture plc. See “About this Prospectus,” “Where You Can Find More Information” and “Incorporation by Reference.”

 

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USE OF PROCEEDS

Unless we state otherwise in an applicable prospectus supplement, we expect to use the net proceeds from the sale of the securities described in this prospectus and any applicable prospectus supplement for general corporate purposes, including securities repurchase programs, capital expenditures, working capital, repayment or reduction of long-term and short-term debt and the financing of acquisitions. We may invest funds that we do not immediately require in short term marketable securities.

 

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DESCRIPTION OF DEBT SECURITIES AND GUARANTEES

In this description, references to “holders” mean those who own debt securities and the related guarantees registered in their own names, on the books that the registrar maintains for this purpose, and not those who own beneficial interests in debt securities and the related guarantees registered in “street name” or issued in book-entry form and held through one or more depositaries.

The following description, together with the additional information we include in any applicable prospectus supplement or free writing prospectus, summarizes certain general terms and provisions of any senior debt securities that Accenture Capital may offer (the “Accenture Capital debt securities”), any senior debt securities that Accenture DAC may offer (the “Accenture DAC debt securities”) or that Accenture Capital and Accenture DAC may offer as co-issuers (the “co-issued debt securities”) pursuant to this prospectus. When we offer to sell a particular series of debt securities, we will describe the specific terms of the series in a supplement to this prospectus. We will also indicate in the applicable prospectus supplement to what extent the general terms and provisions described in this prospectus apply to a particular series of debt securities.

Accenture Capital Debt Securities

Accenture Capital may issue Accenture Capital debt securities under an indenture to be entered into later (the “Accenture Capital indenture”), among Accenture Capital, as issuer, and Accenture plc, as guarantor (the “guarantor”), and The Bank of New York Mellon Trust Company, N.A. or another trustee, as trustee, in respect of certain series of Accenture Capital debt securities.

Any Accenture Capital debt securities that Accenture Capital issues under the Accenture Capital indenture will constitute unsubordinated debt of Accenture Capital. Any guarantee that Accenture plc, as the guarantor, issues under the Accenture Capital indenture will constitute an unsubordinated obligation of Accenture plc.

Accenture DAC Debt Securities

Accenture DAC may issue Accenture DAC debt securities under an indenture to be entered into later (the “Accenture DAC indenture”), among Accenture DAC, as issuer, and Accenture plc, as guarantor, and The Bank of New York Mellon Trust Company, N.A. or another trustee, as trustee, in respect of certain series of Accenture DAC debt securities.

Any Accenture DAC debt securities that Accenture DAC issues under the Accenture DAC indenture will constitute unsubordinated debt of Accenture DAC. Any guarantee that Accenture plc, as the guarantor, issues under the Accenture DAC indenture will constitute an unsubordinated obligation of Accenture plc.

Co-Issued Debt Securities

Accenture Capital and Accenture DAC may jointly issue co-issued debt securities under an indenture to be entered into later (the “joint indenture”), among Accenture Capital, as co-issuer, Accenture DAC, as co-issuer, Accenture plc, as guarantor, and The Bank of New York Mellon Trust Company, N.A. or another trustee, as trustee, in respect of certain series of co-issued debt securities.

Any co-issued debt securities that Accenture Capital and Accenture DAC jointly issue under the joint indenture will constitute unsubordinated debt of Accenture Capital and Accenture DAC. Any guarantee that Accenture plc, as the guarantor, issues under the joint indenture will constitute an unsubordinated obligation of Accenture plc.

In this description:

 

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the Accenture Capital debt securities, the Accenture DAC debt securities and the co-issued debt securities are sometimes referred to collectively as the “debt securities”;

 

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the Accenture Capital indenture, the Accenture DAC indenture and the joint indenture are sometimes referred to collectively as the “indentures”;

 

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the guarantees that Accenture plc issues under the indentures are sometimes referred to collectively as the “guarantees”; and

 

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each of Accenture Capital and Accenture DAC, in each case in its capacity as issuer or co-issuer of debt securities, is sometimes referred to as an “issuer” (which term sometimes refers to the co-issuers collectively).

The terms of each series of debt securities and guarantees, if applicable, will be established by or pursuant to a resolution of the issuer’s board of directors and set forth or determined in the manner provided in a resolution of the issuer’s board of directors, in an officer’s certificate or by a supplemental indenture. The terms of any debt securities and, if applicable, the guarantees will include those stated in the applicable indenture and those made part of that indenture by reference to the Trust Indenture Act of 1939 (the “Trust Indenture Act”). The debt securities will be subject to all those terms, and we refer prospective purchasers and holders of debt securities and guarantees to the applicable indenture and the Trust Indenture Act for a statement of those terms. The debt securities will be described in a prospectus supplement relating to such series (including any pricing supplement or term sheet).

The following summaries of various provisions of the debt securities, the indentures and the guarantees are not complete. They do not describe certain exceptions and qualifications contained in the debt securities, the indentures and the guarantees, and are qualified in their entirety by reference to the provisions of the debt securities, the indentures and the guarantees. Unless we otherwise indicate, capitalized terms have the meanings assigned to them in the applicable indenture.

An applicable prospectus supplement will specify the issuer or co-issuers, the guarantor, if any, and whether the debt securities are to be guaranteed. The debt securities may be issued as part of units consisting of debt securities and other securities that may be offered under this prospectus. If debt securities are issued as part of units of debt securities and other securities that may be issued under this prospectus, an applicable prospectus supplement will describe certain applicable U.S. federal income tax considerations to holders.

General

The debt securities will be unsecured obligations of the applicable issuer. None of the indentures limit the amount of debt securities that the issuer may issue. Each indenture provides that the issuer may issue debt securities from time to time in one or more series.

The debt securities and any debt guarantees will be unsecured and unsubordinated obligations of the applicable issuer and will rank equally in right of payment with such issuer’s other unsecured and unsubordinated obligations. Because Accenture plc is a holding company and Accenture Capital and Accenture DAC do not hold any assets, the holders of debt securities and debt guarantees may not receive assets of the applicable issuer’s subsidiaries in a liquidation or recapitalization until the claims of such subsidiaries’ creditors are paid, except to the extent that the applicable issuer may have recognized claims against such subsidiaries. In addition, certain regulatory laws limit some of such subsidiaries from making payments to the applicable issuer of dividends and on loans and other transfers of funds.

An applicable prospectus supplement will describe the specific terms relating to the series of debt securities being offered. These terms will include some or all of the following:

 

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the name of the issuer, or the names of the co-issuers, of those debt securities and, if applicable, the name of the guarantor;

 

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the title of the debt securities;

 

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the total principal amount of the debt securities;

 

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whether the issuer will issue the debt securities in global form;

 

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the maturity date or dates of the debt securities;

 

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the interest rate or rates, if any (which may be fixed or variable), and, if applicable, the method used to calculate the interest rate;

 

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the date or dates from which interest will accrue and on which interest will be payable and the date or dates used to determine the persons to whom interest will be paid;

 

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any trustees, authenticating agents or paying agents with respect to such series, if different from those set forth in the applicable indenture;

 

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whether the debt securities will be guaranteed;

 

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whether the debt securities will be secured;

 

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the place or places where principal of, and any premium or interest on, the debt securities will be paid;

 

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whether (and if so, when and under what terms and conditions) the debt securities may be redeemed by the issuer and/or any co-issuer, if applicable, at its option or at the option of the holders;

 

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whether there will be a sinking fund;

 

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if other than U.S. dollars and denominations of $2,000 or any multiple of $1,000, the currency or currencies or currency unit or currency units or composite currency and denomination in which the debt securities will be issued and in which payments will be made;

 

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if other than the principal amount, the portion of the principal amount of the debt securities that the issuer will pay upon acceleration of the maturity date;

 

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if the debt securities are not subject to defeasance by the issuer;

 

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any deletions from, modifications of or additions to the events of default applicable to such debt securities;

 

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whether the debt securities will be exchangeable for or convertible into Class A ordinary shares of Accenture plc or any other securities or property and the terms and conditions governing such exchange or conversion; and

 

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any other terms of the debt securities.

If an issuer denominates the purchase price of a series of debt securities in a non-U.S. dollar currency or currencies or a non-U.S. dollar currency unit or units, or if the principal of, any premium and interest on any series of debt securities is payable in a non-U.S. dollar currency or currencies or a non-U.S. dollar currency unit or units, an applicable prospectus supplement will generally describe certain U.S. federal income tax considerations applicable to such debt securities.

The issuer will pay principal and any interest, premium and additional amounts in the manner, at the places and subject to the restrictions set forth in the applicable debt securities, the applicable indenture and any applicable prospectus supplement. The issuer will not impose a service charge for any transfer or exchange of debt securities, but it may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed (or proof of payment thereof). (Section 2.05 of the indentures).

Unless otherwise indicated in an applicable prospectus supplement, each issuer will issue debt securities in fully registered form, without coupons, in denominations of $2,000 or integral multiples of $1,000 in excess thereof. (Sections 2.01 and 2.04 of the indentures).

The issuer may offer to sell at a substantial discount below their stated principal amount, debt securities bearing no interest or interest at a rate that, at the time of issuance, is below the prevailing market rate. An applicable prospectus supplement will generally describe certain U.S. federal income tax considerations applicable to any of those discounted debt securities.

 

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The issuer may offer to sell debt securities in which the principal or interest will be determined by reference to one or more currency exchange rates, commodity prices, equity indices or other factors. The principal amount or payment of interest applicable to those debt securities may be greater than or less than the amount of principal or interest otherwise payable, depending upon the value of the applicable currency, commodity, equity index or other factor on the date on which that principal or interest is due. An applicable prospectus supplement will describe the methods used to determine the amount of principal or interest payable on any date, the currencies, commodities, equity indices or other factors to which the amount payable on that date is linked and certain additional tax considerations applicable to those debt securities.

The indentures do not restrict the issuer’s ability to incur unsecured indebtedness or, unless specified otherwise in the applicable prospectus supplement, secured indebtedness, subject in all cases to the restrictions described in “ —Consolidation and Merger,” to engage in reorganizations, restructurings, mergers, consolidations or similar transactions that have the effect of increasing the issuer’s indebtedness. Accordingly, unless an applicable prospectus supplement states otherwise, neither the debt securities nor any guarantees will contain any provisions that afford holders protection against the issuer or, if applicable, the guarantor incurring unsecured indebtedness or engaging in certain reorganizations or transactions. As a result, an issuer could become highly leveraged.

Events of Default

With respect to any series of debt securities, “event of default” means any of the following:

 

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failure to pay the principal of, or any premium on, any debt security of that series when due;

 

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failure to pay the interest or any additional amount on any debt security of that series when due and the continuation of that failure for 30 days;

 

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if that series of debt securities is guaranteed, the cessation of any guarantee of any debt security of that series to be in full force and effect, the declaration that any guarantee of such debt securities is null and void and unenforceable, the finding that any guarantee of such debt securities is invalid or the denial by the guarantor of its liability under its guarantee of such debt securities (other than by reason of the release of the guarantor in accordance with the terms of the applicable indenture);

 

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failure by the issuer or, if applicable, the guarantor to comply with any of its other covenants or agreements contained in the applicable indenture and the continuation of that failure for 90 days after written notice of that failure is given to such issuer or, if applicable, guarantor from the applicable trustee (or to such issuer and, if applicable, guarantor and that trustee from the holders of at least 25% in principal amount of the outstanding debt securities of that series);

 

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certain events of bankruptcy, insolvency or reorganization relating to the issuer or, if applicable, guarantor;

 

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if that series of debt securities is convertible or exchangeable into Class A ordinary shares of Accenture plc or any other securities or property, default in the delivery of any such Class A ordinary shares, together with cash in lieu of fractional shares, or other securities or property, as applicable, when required to be delivered upon conversion or exchange of any debt security of that series, and the continuation of such default for 10 business days; and

 

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any other event of default provided with respect to debt securities of that series that is described in an applicable prospectus supplement (Section 6.01 of the indentures).

If there is a continuing event of default with respect to any outstanding series of debt securities, the applicable trustee or the holders of at least 25% of the outstanding principal amount of the debt securities of that series may require the issuer or, if applicable, the guarantor to pay immediately the principal (or, if the debt securities of that series are discount securities, that portion of the principal amount as may be specified in the terms of that series) of and accrued and unpaid interest, if any, on all debt securities of that series. However, at any time after that

 

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trustee or the holders, as the case may be, declare an acceleration with respect to debt securities of any series, but before the applicable person has obtained a judgment or decree for payment of the money, the holders of a majority in principal amount of the outstanding debt securities of that series may, under certain conditions, cancel such acceleration if (i) all events of default (other than the non-payment of accelerated principal) with respect to such debt securities have been cured or (ii) all such events of default have been waived, each as provided in the applicable indenture. (Section 6.01 of the indentures). For information as to waiver of defaults, see “ —Modification and Waiver.” The particular provisions relating to acceleration of the maturity of a portion of the principal amount of such debt securities that are discount securities triggered by an event of default shall be described in an applicable prospectus supplement. In the event of bankruptcy, insolvency, liquidation or a similar event, the debt securities will become due and payable immediately and without any declaration or other act on the part of any holder.

Each indenture provides that, subject to the duties of the applicable trustee to act with the required standard of care, if there is a continuing event of default, the applicable trustee need not exercise any of its rights or powers under the indenture at the request or direction of any of the holders of debt securities, unless those holders have offered to the applicable trustee security or indemnity reasonably satisfactory to it. (Section 7.02 of the indentures). Subject to those provisions for security or indemnification of the applicable trustee and certain other conditions, the holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the applicable trustee or exercising any trust or power that trustee holds, in each case, with respect to the debt securities of that series. (Section 6.06 of the indentures).

No holder of any debt security of any series will have any right to institute any proceeding with respect to any indenture or for any remedy thereunder unless:

 

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the applicable trustee has failed to institute the proceeding for 60 days after the holder has previously given such trustee written notice of a continuing event of default with respect to debt securities of that series;

 

•

the holders of at least 25% in principal amount of the outstanding debt securities of that series have made written request, and offered reasonable security or indemnity, to the applicable trustee to institute the proceeding as trustee; and

 

•

the applicable trustee has not received from the holders of a majority in principal amount of the outstanding debt securities of that series a direction inconsistent with that request. (Section 6.04 of the indentures).

However, the holder of any debt security will have an absolute and unconditional right to receive payment of the principal of, and any premium or interest on, that debt security on or after the date or dates they are to be paid as expressed in or pursuant to that debt security and to institute suit for the enforcement of any such payment. (Section 6.04 of the indentures).

Each indenture provides that the applicable trustee shall provide notice to the holders of debt securities of any series within 90 days of the occurrence of any default with respect to such debt securities known to such trustee, except that the trustee need not provide holders of such debt securities notice of any default (other than the non-payment of principal or any premium, interest or additional amounts) if such default has been cured and such trustee considers it in the interest of the holders of such debt securities not to provide that notice. (Section 6.07 of the indentures).

Consolidation and Merger

Each indenture provides that each of the issuer and the guarantor may consolidate with or merge or convert into, or convey, transfer or lease its or their properties or assets substantially as an entirety to, another person without the consent of any debt security holders if, along with certain other conditions set forth in the indentures:

 

•

the issuer or guarantor, as the case may be, is the successor person; or

 

14

•

the successor person (if other than the issuer or guarantor, as the case may be) formed by such consolidation or conversion or into which the issuer or guarantor, as the case may be, merges or converts or which acquires or leases the assets of the issuer or guarantor, as the case may be, substantially as an entirety:

 

a.

(i) is a corporation or other entity organized and existing under the laws of United States, any state thereof or the District of Columbia, Ireland, England and Wales, Jersey, any member state of the European Union as in effect on the date the debt securities of the applicable series are first issued or Switzerland; and (ii) expressly assumes by supplemental indenture the obligations of the issuer or guarantor, as the case may be, in relation to the debt securities or such guarantee, as the case may be, and under the applicable indenture;

 

b.

immediately after giving effect to such transaction, there is no event of default and no event which, after notice or passage of time or both, would become an event of default; and

 

c.

the issuer or guarantor, as the case may be, has delivered to the trustee an officer’s certificate and an opinion of counsel, each stating that the transaction complies with the conditions set forth in the applicable indenture.

Notwithstanding the foregoing, (A) any conveyance, transfer or lease of assets between or among the guarantor or the issuer and its subsidiaries will not be prohibited under each indenture, and (B) each of the guarantor and the issuer may, directly or indirectly, consolidate with or merge with or into an affiliate incorporated solely for the purpose of reincorporating the guarantor or the issuer, as applicable, in another jurisdiction within the United States, any state thereof or the District of Columbia, Ireland, England and Wales, Jersey, any member state of the European Union as in effect on the date the debt securities of the applicable series are first issued or Switzerland to realize tax or other benefits. (Section 11.01 of the indentures).

Depending on the facts, it is possible that a merger, transfer, lease or other transaction could be treated for U.S. federal income tax purposes as a taxable exchange by the beneficial owner of debt securities or guarantees for new securities, which could result in U.S. beneficial owners of debt securities or guarantees recognizing taxable gain or loss for U.S. federal income tax purposes and possibly holding new notes with original issue discount solely for U.S. federal income tax purposes. A merger, transfer, lease or other transaction could also have adverse tax consequences to beneficial owners of debt securities or guarantees under other tax laws to which the beneficial owners are subject.

Payment of Additional Amounts

Payments made by Accenture plc, Accenture Capital, Accenture DAC or a paying agent, as applicable, on the debt securities or in respect of the guarantees will be made free and clear of and without withholding or deduction for or on account of any present or future income, stamp or other tax, duty, levy, impost, assessment or other governmental charge of a similar nature (“Taxes”) unless Accenture plc, Accenture Capital, Accenture DAC or a paying agent, as applicable, is required to withhold or deduct Taxes by law or the official interpretation or administration thereof.

If Accenture plc, Accenture Capital, Accenture DAC or a paying agent, as applicable, is required to withhold or deduct any amount for or on account of Taxes from any payment made with respect to the debt securities or the guarantees levied by or on behalf of (i) the government of Ireland or by any authority or agency therein or thereof having the power to tax, (ii) any other jurisdiction in which Accenture plc, Accenture Capital or Accenture DAC is organized or is otherwise resident for tax purposes or any political subdivision or any authority or agency therein or thereof having the power to tax, or (iii) any jurisdiction from or through which payment under or with respect to Accenture plc, Accenture Capital or Accenture DAC is made or any political subdivision or any authority or agency therein or thereof having the power to tax, in each of clauses (ii) and (iii) other than the United States in the case of U.S. dollar-denominated debt securities issued by Accenture Capital (each of clauses (i), (ii), and (iii), a “Relevant Taxing Jurisdiction”), Accenture plc, Accenture Capital or Accenture DAC, as

 

15

applicable, will pay such additional amounts as may be necessary so that the net amount received by each holder (including additional amounts) after such withholding or deduction will not be less than the amount the holder would have received if the Taxes had not been withheld or deducted; provided that no additional amounts will be payable with respect to Taxes:

 

•

that would not have been imposed but for the existence of any present or former connection between such holder or beneficial owner of the debt securities or guarantees, as applicable (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such holder or beneficial owner, if such holder or beneficial owner is an estate, trust, partnership or corporation), and such Relevant Taxing Jurisdiction, including, without limitation, such holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a citizen or resident thereof or treated as a resident thereof or domiciled thereof or a national thereof or being or having been present or engaged in trade or business therein or having or having had a permanent establishment therein;

 

•

that are estate, inheritance, gift, sales, value added, transfer, personal property, wealth or similar taxes, duties, assessments or other governmental charges;

 

•

payable other than by withholding from payments of principal of and premium, if any, or interest, if any, on the debt securities or the guarantees, as applicable;

 

•

that would not have been imposed but for the failure of the applicable recipient of such payment (or the beneficial owner of the applicable debt security) to comply with any certification, identification, information, documentation or other reporting requirement to the extent:

 

a.

such compliance is required by applicable law or administrative practice or an applicable treaty as a precondition to exemption from, or reduction in, the rate of deduction or withholding of such Taxes; and

 

b.

at least 30 days before the first payment date with respect to which such additional amounts or Taxes shall be payable, Accenture plc, Accenture Capital or Accenture DAC, as the case may be, has notified such recipient in writing that such recipient is required to comply with such requirement;

 

•

that would not have been imposed but for the presentation of the relevant debt security or guarantee (where presentation is required) for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof was duly provided for, whichever occurred later;

 

•

that are imposed or withheld pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), as of the issue date of the debt securities (or any amended or successor version of such sections), any regulations promulgated thereunder, any official interpretations thereof, any similar law or regulation adopted pursuant to an intergovernmental agreement with respect to the foregoing or any agreements entered into pursuant to Section 1471(b)(1) of the Code (any such taxes, “FATCA Taxes”), and any amounts to be paid on debt securities by or on behalf of the issuer will be paid net of any FATCA Taxes imposed or required pursuant thereto;

 

•

that would not have been imposed if presentation for payment of the relevant debt security or guarantee (where presentation is required) had been made to a paying agent other than the paying agent to which the presentation was made;

 

•

in the case of U.S. dollar-denominated debt securities issued by Accenture Capital, any taxes imposed by the United States or any political subdivision thereof or tax authority therein, including any U.S. withholding and backup withholding taxes; or

 

•

any combination of the foregoing items;

nor shall additional amounts be paid with respect to any payment of the principal of or premium, if any, or interest, if any, on any debt security or any payment in respect of any guarantee to any such holder or beneficial

 

16

owner who is a fiduciary or a partnership or a beneficial owner who is other than the sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to such additional amounts had it been the holder of the debt security. For the avoidance of doubt, no additional amounts shall be payable in respect of any Taxes imposed by any jurisdiction other than a Relevant Taxing Jurisdiction.

If Accenture plc, Accenture Capital, Accenture DAC or a paying agent becomes aware that it will be obligated to pay additional amounts pursuant to this covenant with respect to any payment with respect to a debt security or guarantee of the debt security, Accenture plc, Accenture Capital, Accenture DAC or a paying agent, as applicable, will deliver to the trustee on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay such additional amounts arises after the 30th day prior to that payment date, in which case Accenture plc, Accenture Capital, Accenture DAC or a paying agent, as applicable, shall notify the trustee promptly thereafter) an officer’s certificate of Accenture plc, Accenture Capital, or Accenture DAC stating the fact that such additional amounts will be payable pursuant to this covenant and the amount estimated to be so payable. Such officer’s certificate must also set forth any other information reasonably necessary to enable the paying agents to pay such additional amounts to holders of the debt securities on the relevant payment date. The trustee shall be entitled to rely solely on such officer’s certificate as conclusive proof that such payments are necessary. Accenture plc, Accenture Capital, Accenture DAC or a paying agent, as applicable, will provide the trustee with documentation reasonably satisfactory to the trustee evidencing the payment of additional amounts.

Accenture plc, Accenture Capital, Accenture DAC or a paying agent, as applicable, will make all withholdings and deductions required by law and will remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law with respect to payments in respect of the debt securities or guarantees. Upon request, Accenture plc, Accenture Capital, Accenture DAC or a paying agent, as applicable, will provide to the trustee an official receipt or, if official receipts are not obtainable, other documentation reasonably satisfactory to the trustee evidencing the payment of any Taxes so deducted or withheld. Upon request, copies of those receipts or other documentation, as the case may be, will be made available by the trustee to the holders of the debt securities.

The obligations in this covenant will survive any termination or discharge of the indenture and any transfer by a holder or beneficial owner of its debt securities and will apply mutatis mutandis to any jurisdiction in which any successor person to Accenture plc, Accenture Capital, Accenture DAC or a paying agent, as applicable, is incorporated or resident for tax purposes or any jurisdiction from or through which such person makes any payment in respect of the guarantees of such debt securities and any department or political subdivision thereof or therein.

All references in this prospectus, other than under “ —Defeasance,” to the payment of the principal of or premium, if any, or interest, if any, on or the net proceeds received on the sale or exchange of, any debt securities or any payment in respect of any guarantee shall be deemed to include additional amounts to the extent that, in that context, additional amounts are, were or would be payable. (Section 4.05 of the indentures).

Optional Tax Redemption

The issuer may redeem any series of debt securities in whole, but not in part, at its option at any time prior to maturity, upon the giving of not less than 10 nor more than 60 days’ notice of tax redemption to the holders, at a redemption price equal to the principal amount plus accrued and unpaid interest, if any, to the redemption date (except in the case of discounted debt securities, which may be redeemed at the redemption price specified by the terms of each series of such debt securities), if:

 

•

the issuer determines that, as a result of any change in, or amendment to the laws or any regulations or rulings promulgated thereunder of a Relevant Taxing Jurisdiction, or any change in the official application, administration, or written interpretation of such laws, regulations or rulings, which change

 

17

or amendment becomes effective or, in the case of an interpretation, is announced, on or after the issue date of the applicable debt securities or guarantee, the issuer, the guarantor or any successor to the issuer or guarantor, as applicable, would be required to pay additional amounts (as described under “ —Payment of Additional Amounts”) with respect to that series of such debt securities or under the guarantee, as the case may be, on the next succeeding interest payment date for such debt securities and the payment of such additional amounts cannot be avoided by the use of reasonable measures available to the issuer, the guarantor or any successor to the issuer or guarantor, as applicable; or

 

•

the issuer determines, based upon an opinion of independent counsel of recognized standing that, as a result of any action taken by any legislative body of, taxing authority of, or any action brought in a court of competent jurisdiction in, a Relevant Taxing Jurisdiction, which action is taken or brought on or after the issue date of the applicable debt securities or guarantee, under the laws of a jurisdiction other than a Relevant Taxing Jurisdiction, with respect to taxes imposed by such other jurisdiction, there is a substantial probability that the circumstances described above would exist.

No notice of any such redemption may be given earlier than 90 days prior to the earliest date on which Accenture plc, Accenture Capital or Accenture DAC, as applicable, would be obligated to pay any additional amounts.

Accenture plc, Accenture Capital or Accenture DAC will also pay to each holder, or make available for payment to each such holder, on the redemption date, any additional amounts (as described under “ —Payment of Additional Amounts”) resulting from the payment of such redemption price by it. Prior to the delivery of any notice of redemption, Accenture plc, Accenture Capital or Accenture DAC will deliver to the trustee (i) an officer’s certificate stating that it is entitled to effect or cause a redemption and setting forth a statement of facts showing that the conditions precedent of the right so to redeem or cause such redemption have occurred, and (ii) an opinion of independent counsel to the effect that there has been such change or amendment that would entitle the issuer to redeem the debt securities under the indenture. The trustee will accept such officer’s certificate and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the holders of the securities being redeemed. The foregoing will apply, mutatis mutandis, to any jurisdiction in which any successor to Accenture plc, Accenture Capital or Accenture DAC is incorporated or organized or tax resident or any political subdivision or taxing authority or agency thereof or therein, provided that if on the date of the succession the taxing jurisdiction is not already a Relevant Taxing Jurisdiction, the change or amendment of law becomes effective (or the announcement of the official interpretation is announced) after that date. (Section 3.02 of the indentures).

Defeasance

Defeasance and Discharge. Unless the debt securities of any series provide otherwise, the issuer and, if applicable, the guarantor may be discharged from any and all obligations in respect of the debt securities of that series and any related guarantee, as applicable (except for certain obligations to register the transfer or exchange of debt securities of that series, to replace stolen, destroyed, lost or mutilated debt securities of that series, to maintain paying agencies, to execute and furnish definitive securities evidenced by temporary securities, to return moneys deposited with or paid to the trustee or any paying agent remaining unclaimed for three years, to compensate and indemnify the applicable trustee or to furnish such trustee (if that trustee is not the registrar) with the names and addresses of holders of debt securities of that series). This discharge, referred to as defeasance, will occur only if, among other things:

 

•

the issuer or, if applicable, the guarantor or the issuer together with the guarantor irrevocably deposits or deposit with the applicable trustee, in trust, money and/or securities of the United States or the other government which issues the currency in which the debt securities of that series are payable or securities of agencies backed by the full faith and credit of the United States or such other government, which, through the payment of interest and principal in accordance with their terms, will provide, in the opinion of a nationally recognized public accounting firm, enough money to pay each installment of principal of, and any premium and interest on, and any additional amounts known to be payable at the

 

18

time of such defeasance and discharge and any mandatory sinking fund payments in respect of, the debt securities of that series on the applicable due dates for those payments in accordance with the terms of those debt securities; and

 

•

the issuer or, if applicable, the guarantor delivers or deliver to the applicable trustee an opinion of counsel confirming that the beneficial owners of the debt securities of that series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the discharge had not occurred.

That opinion must state that the issuer or, if applicable, the guarantor has or have received from the U.S. Internal Revenue Service a ruling or, since the date of execution of the applicable indenture, there has been a change in the applicable U.S. federal income tax law, in any case, in support of that opinion. (Sections 13.02 and 13.04 of the indentures).

In addition, the issuer or, if applicable, the guarantor or the issuer together with the guarantor may also obtain a discharge of the applicable indenture with respect to all debt securities issued under that indenture and any related guarantee, as applicable, by depositing with the applicable trustee, in trust, enough money to pay all amounts due on the debt securities on the date those payments are due or upon redemption of all of those debt securities, so long as those debt securities are by their terms to become due and payable within one year or are to be called for redemption within one year. (Section 12.01 of the indentures).

Defeasance of Certain Covenants and Certain Events of Default. Unless the debt securities of any series provide otherwise, upon compliance with certain conditions:

 

•

the issuer and, if applicable, the guarantor may omit to comply with any provision of the applicable indenture (except for certain obligations to register the transfer or exchange of debt securities of that series, to replace stolen, destroyed, lost or mutilated debt securities of that series, to maintain paying agencies, to execute and furnish definitive securities evidenced by temporary securities, to return moneys deposited with or paid to the trustee or any paying agent on any debt security and not applied to payments on the debt securities but remaining unclaimed for three years, to punctually pay the principal of and premium or interest, if any, on the debt securities, to deliver to the trustee an annual statement as to default, to adhere to the covenants with respect to payment on the debt securities on default, to adhere to the resignation or removal procedures regarding the trustee, to compensate and indemnify the applicable trustee or to furnish that trustee (if that trustee is not the registrar) with the names and addresses of holders of debt securities of that series), including the covenant described under “ — Consolidation and Merger”; and

 

•

any omission to comply with those covenants will not constitute an event of default with respect to the debt securities of that series (“covenant defeasance”). (Sections 13.03 and 13.04 of the indentures).

The conditions include, among other things:

 

•

irrevocably depositing with the applicable trustee, in trust, money and/or securities of the government which issues the currency in which the debt securities of that series are payable or securities of agencies backed by the full faith and credit of that government, which, through the payment of interest and principal in accordance with their terms, will provide, in the opinion of a nationally recognized public accounting firm, enough money to pay each installment of principal of, any premium and interest on, and any additional amounts known to be payable at the time of such covenant defeasance and any mandatory sinking fund payments in respect of, the debt securities of that series on the applicable due dates for those payments in accordance with the terms of those debt securities; and

 

•

delivering to the applicable trustee an opinion of counsel to the effect that the beneficial owners of the debt securities of that series will not recognize income, gain or loss for U.S. federal income tax

 

19

purposes as a result of the covenant defeasance and will be subject to U.S. federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the covenant defeasance had not occurred. (Section 13.04 of the indentures).

Covenant Defeasance and Certain Other Events of Default. If the issuer or, if applicable, the guarantor or the issuer together with the guarantor exercises or exercise the option to effect a covenant defeasance with respect to the debt securities of any series as described above and the debt securities of that series are thereafter declared due and payable because of an event of default (other than an event of default caused by failing to comply with the covenants that are defeased), the amount of money and securities it has or they have deposited with the applicable trustee would be sufficient to pay amounts due on the debt securities of that series on their respective due dates but may not be sufficient to pay amounts due on the debt securities of that series at the time of acceleration resulting from that event of default. However, the issuer and, if applicable, the guarantor would remain liable for any shortfall.

Modification and Waiver

Each indenture provides that the issuer and, if applicable, the guarantor may enter into supplemental indentures with the applicable trustee without the consent of the holders of debt securities to:

 

•

document the fact that a successor entity has assumed the issuer’s or, if applicable, the guarantor’s obligations;

 

•

add covenants or events of default or to surrender any right or power conferred upon the issuer or, if applicable, the guarantor for the benefit of the holders of debt securities;

 

•

add or change such provisions as are necessary to permit the issuance of global debt securities;

 

•

cure any ambiguity or correct any inconsistency in the indenture or in the terms of the debt securities as shall not adversely affect the interests of the holders of debt securities in any material respect;

 

•

conform the applicable indenture or the terms of the debt securities or guarantees to any terms set forth in this prospectus or an applicable prospectus supplement;

 

•

document the fact that a successor trustee has been appointed; or

 

•

establish the forms and terms of debt securities of any series. (Section 10.01 of the indentures).

The issuer and, if applicable, the guarantor may enter into a supplemental indenture to modify an indenture with the consent of the applicable trustee and the holders of at least a majority in principal amount of outstanding debt securities of each series affected by such supplemental indenture. However, the issuer and, if applicable, the guarantor may not modify an indenture without the consent of the holders of all then-outstanding debt securities of the affected series issued under that indenture to:

 

•

extend the maturity date of, or change the due date of any installment of principal of or interest on, or payment of additional amounts with respect to, the debt securities of that series;

 

•

reduce the principal amount of, or any premium payable or interest rate on, the debt securities of that series;

 

•

reduce the amount due and payable upon acceleration or make payments thereon payable in any currency other than that provided in that debt security;

 

•

make any change that adversely affects the right, if any, to convert or exchange any debt security for shares or other securities or property in accordance with its terms;

 

•

impair the right to institute suit for the enforcement of any such payment on or after its due date; or

 

•

reduce the percentage in principal amount of outstanding debt securities of any series, the consent of whose holders is necessary to effect any such modification or amendment of the indenture, for waiver of compliance with certain covenants and provisions in the indenture or for waiver of certain defaults. (Section 10.02 of the indentures).

 

20

The holders of at least a majority in principal amount of the outstanding debt securities of any series may on behalf of the holders of all debt securities of that series waive any past default under the applicable indenture with respect to that series, except a default in the payment of the principal of or any premium or any interest on, any debt security of that series or in respect of a provision which under the applicable indenture cannot be modified or amended without the consent of the holder of each outstanding debt security of that affected series. (Section 6.09 of the indentures).

Global Securities

The debt securities of a series may be issued in whole or in part in the form of one or more global certificates that the issuer will deposit with a depositary identified in an applicable prospectus supplement. Unless and until it is exchanged in whole or in part for the individual debt securities that it represents, a global security may not be transferred except as a whole:

 

•

by the applicable depositary to a nominee of the depositary;

 

•

by any nominee to the depositary itself or another nominee; or

 

•

by the depositary or any nominee to a successor depositary or any nominee of the successor.

An applicable prospectus supplement will describe the specific terms of the depositary arrangement with respect to a series of debt securities. We anticipate that the following provisions will generally apply to depositary arrangements.

When a global security is issued, the depositary for the global security or its nominee will credit, on its book-entry registration and transfer system, the respective principal amounts of the individual debt securities represented by that global security to the accounts of persons that have accounts with the depositary (“participants”). Those accounts will be designated by the dealers, underwriters or agents with respect to the underlying debt securities or by the issuer if those debt securities are offered and sold directly by the issuer. Ownership of beneficial interests in a global security will be limited to participants or persons that may hold interests through participants. For interests of participants, ownership of beneficial interests in the global security will be shown on records maintained by the applicable depositary or its nominee. For interests of persons other than participants, that ownership information will be shown on the records of participants. Transfer of that ownership will be effected only through those records. The laws of some states require that certain purchasers of securities take physical delivery of securities in definitive form. These limits and laws may impair our ability to transfer beneficial interests in a global security.

As long as the depositary for a global security, or its nominee, is the registered owner of that global security, the depositary or nominee will be considered the sole owner or holder of the debt securities represented by the global security for all purposes under the applicable indenture. Except as provided below, owners of beneficial interests in a global security:

 

•

will not be entitled to have any of the underlying debt securities registered in their names;

 

•

will not receive or be entitled to receive physical delivery of any of the underlying debt securities in definitive form; and

 

•

will not be considered the owners or holders under the indenture relating to those debt securities.

Payments of the principal of, any premium on and any interest on individual debt securities represented by a global security registered in the name of a depositary or its nominee will be made to the depositary or its nominee as the registered owner of the global security representing such debt securities. No issuer, guarantor, trustee, paying agent or registrar for the debt securities will be responsible for any aspect of the records relating to or payments made by the depositary or any participants on account of beneficial interests in the global security.

 

21

It is expected that the depositary or its nominee, upon receipt of any payment of principal, any premium or interest relating to a global security representing any series of debt securities, immediately will credit participants’ accounts with the payments. Those payments will be credited in amounts proportional to the respective beneficial interests of the participants in the principal amount of the global security as shown on the records of the depositary or its nominee. It is also expected that payments by participants to owners of beneficial interests in the global security held through those participants will be governed by standing instructions and customary practices. This is now the case with securities held for the accounts of customers registered in “street name.” Those payments will be the sole responsibility of those participants.

If the depositary for a series of debt securities is at any time unwilling, unable or ineligible to continue as depositary and a successor depositary is not appointed within 90 days, the issuer will issue individual debt securities of that series in exchange for the global security or securities representing that series. In addition, the issuer may at any time in its sole discretion determine not to have any debt securities of a series represented by one or more global securities. In that event, the issuer will issue individual debt securities of that series in exchange for the global security or securities. Furthermore, if specified in an applicable prospectus supplement, an owner of a beneficial interest in a global security may, on terms acceptable to the issuer, the trustee and the applicable depositary, receive individual debt securities of that series in exchange for those beneficial interests. The foregoing is subject to any limitations described in an applicable prospectus supplement. In any such instance, the owner of the beneficial interest will be entitled to physical delivery of individual debt securities equal in principal amount to the beneficial interest and to have the debt securities registered in its name. Those individual debt securities will be issued in any authorized denominations.

Guarantees

Under the guarantee, the applicable guarantor will fully and unconditionally guarantee the due and punctual payment of the principal, interest (if any), premium (if any) and all other amounts due on the applicable debt securities and under the indenture when the same shall become due and payable, whether at maturity, pursuant to mandatory or optional redemption or repayments, by acceleration or otherwise, in each case after any applicable grace periods or notice requirements, according to the terms of the applicable debt securities.

The obligations of the guarantor under the guarantee will be full and unconditional, joint and several, regardless of the enforceability of the applicable debt securities, and will not be discharged until all obligations under those debt securities and the applicable indenture are satisfied. Holders of the applicable debt securities may proceed directly against the guarantor under the applicable guarantee if an event of default affecting those debt securities occurs without first proceeding against the issuer.

Conversion Rights

An applicable prospectus supplement will describe the terms and conditions, if any, on which debt securities being offered are convertible into Class A ordinary shares of Accenture plc or other securities. Such terms will include the conversion price, the conversion period, provisions as to whether conversion will be at the option of the issuer or the holder, the events requiring an adjustment of the conversion price and provisions affecting conversion in the event of the redemption of such debt securities.

Regarding the Trustee

The issuers have commercial deposits and custodial arrangements with The Bank of New York Mellon Trust Company, N.A. (“BNY”) and may have borrowed money from BNY in the normal course of business. The issuers may enter into similar or other banking relationships with BNY in the future in the normal course of business. BNY may also act as trustee with respect to other debt securities issued by the issuers.

 

22

BNY will be serving as the trustee under the indentures. Consequently, if an actual or potential event of default occurs with respect to the debt securities, BNY may be considered to have a conflicting interest for purposes of the Trust Indenture Act. In that case, BNY may be required to resign under one or more indentures, and the applicable issuer and, if applicable, the applicable guarantor would be required to appoint a successor trustee. For this purpose, a “potential” event of default means an event that would be an event of default if the requirements for giving us default notice or for the default having to exist for a specific period of time were disregarded.

Governing Law

The debt securities, the guarantees and the indentures will be governed by and construed in accordance with the laws of the State of New York.

 

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DESCRIPTION OF PREFERENCE SHARES OF ACCENTURE PLC

In this description, references to “holders” mean those who own preference shares of Accenture plc registered in their own names, on the books that the registrar maintains for this purpose, and not those who own beneficial interests in preference shares of Accenture plc registered in “street name” or issued in book-entry form and held through one or more depositaries.

The description set forth below is only a summary and is not complete. For more information regarding the preference shares of Accenture plc which may be offered by this prospectus, see the documents incorporated by reference in this prospectus, the applicable prospectus supplement, Accenture plc’s Amended and Restated Memorandum and Articles of Association (the “Accenture plc Constitution”), which is incorporated by reference as an exhibit to the registration statement of which this prospectus forms a part, and any certificate of designations or other instrument establishing a series of preference shares, which will be filed with the SEC as an exhibit to or incorporated by reference in such registration statement at or prior to the time of the issuance of that series of preference shares.

The Accenture plc Constitution authorizes Accenture plc to designate and issue undesignated shares as preference shares, in one or more classes or series, with or without voting rights attached to them, with the number of shares of each class or series and the powers, preferences, rights and limitations thereof (which may include preferences regarding dividends and liquidation rights over the Class A ordinary shares of Accenture plc) to be determined by Accenture plc’s board of directors at the time of issuance of the relevant preference shares. Accenture plc is authorized to issue up to 2,000,000,000 undesignated shares with a nominal value of $0.0000225 per share, all of which may be designated as preference shares. The Accenture plc board of directors is currently authorized to issue up to 20% of Accenture plc’s issued share capital as of December 4, 2023 and Accenture plc expects to propose the renewal of this authorization on a regular basis at its annual general meetings in subsequent years, which is currently the customary practice in Ireland. This current authority will expire 18 months from January 31, 2024.

Irish law does not recognize fractional shares held of record; accordingly, Accenture plc’s articles of association do not provide for the issuance of fractional Accenture plc shares, and the official Irish register of Accenture plc will not reflect any fractional shares.

We will include the specific terms of each series of the preference shares of Accenture plc being offered in an applicable prospectus supplement.

 

24

DESCRIPTION OF CLASS A ORDINARY SHARES OF ACCENTURE PLC

In this description, references to “holders” mean those who own Class A ordinary shares of Accenture plc registered in their own names, on the books that the registrar maintains for this purpose, and not those who own beneficial interests in Class A ordinary shares of Accenture plc registered in street name or issued in book-entry form and held through one or more depositaries.

The description of the Class A ordinary shares of Accenture plc is incorporated in this prospectus by reference to Exhibit 4.1 to the Annual Report on Form 10-K for the year ended August 31, 2023, filed with the SEC on October 12, 2023, including any amendment or report filed for the purposes of updating such description. The Class A ordinary shares of Accenture plc are listed on the New York Stock Exchange under the symbol “ACN.”

For more information regarding the rights attached to the Class A ordinary shares of Accenture plc which may be offered by this prospectus, see the applicable prospectus supplement, the Accenture plc Constitution, which is incorporated by reference as an exhibit to the registration statement of which this prospectus forms a part, and any other instrument relating to the Class A ordinary shares of Accenture plc filed with the SEC as an exhibit to or incorporated by reference in such registration statement at or prior to the time of the issuance of the Class A ordinary shares of Accenture plc.

The Accenture plc Constitution authorizes Accenture plc to allot and issue up to 20,000,000,000 Class A ordinary shares, with a nominal value of $0.0000225 per share, and the board of directors is authorized to grant rights to subscribe for or grant rights to convert or exchange any security into or for, its Class A ordinary shares, which shall have the same rights, preferences and limitations as its existing Class A ordinary shares. The Accenture plc board of directors is currently authorized to issue up to 20% of Accenture plc’s issued share capital as of December 4, 2023 and Accenture plc expects to propose the renewal of this authorization on a regular basis at its annual general meetings in subsequent years, which is currently the customary practice in Ireland. This current authority will expire 18 months from January 31, 2024.

Irish law does not recognize fractional shares held of record; accordingly, Accenture plc’s articles of association do not provide for the issuance of fractional Accenture plc shares, and the official Irish register of Accenture plc will not reflect any fractional shares.

 

25

DESCRIPTION OF SHARE PURCHASE CONTRACTS AND SHARE PURCHASE UNITS OF ACCENTURE PLC

Accenture plc may issue share purchase contracts, representing contracts obligating holders to purchase from Accenture plc, and obligating Accenture plc to sell to the holders, a specified number of its Class A ordinary shares at a future date or dates. The price per share and the number of Class A Ordinary Shares of Accenture plc may be fixed at the time the share purchase contracts are issued or may be determined by reference to a specific formula set forth in the share purchase contracts. The share purchase contracts may be issued separately or as a part of share purchase units consisting of a share purchase contract and, as security for the holder’s obligations to purchase the Class A Ordinary Shares of Accenture plc:

 

•

preference shares of Accenture plc; or

 

•

debt obligations of third parties, including Accenture Capital debt securities, Accenture DAC debt securities and U.S. Treasury securities.

Subject to applicable law, the share purchase contracts may require Accenture plc to make periodic payments to the holders of the share purchase units or vice versa, and such payments may be unsecured or prefunded on some basis. The share purchase contracts may require holders to secure their obligations in a specified manner and, in certain circumstances, Accenture plc may deliver newly issued prepaid share purchase contracts upon release to a holder of any collateral securing such holder’s obligations under the original share purchase contract.

An applicable prospectus supplement will describe the terms of any share purchase contracts or share purchase units and, if applicable, prepaid share purchase contracts.

 

26

DESCRIPTION OF WARRANTS OF ACCENTURE PLC

Accenture plc may from time to time issue warrants, in one or more series, to purchase Accenture Capital debt securities, Accenture DAC debt securities, co-issued debt securities or our equity securities. Accenture plc may offer warrants separately or together with one or more additional warrants, debt securities, preference shares or ordinary shares, or any combination of those securities in the form of units, as described in the applicable prospectus supplement. If Accenture plc issues warrants as part of a unit, the accompanying supplement will specify whether those warrants may be separated from the other securities in the unit prior to the warrants’ expiration date.

Below is a description of certain general terms and provisions of the warrants that Accenture plc may offer. Further terms of the warrants will be described in the applicable prospectus supplement. You should read the particular terms of any warrants Accenture plc offers described in the related prospectus supplement, together with any warrant agreement relating to the particular warrant, for provisions that may be important to you.

The applicable prospectus supplement will contain, where applicable, the following terms of and other information relating to the warrants:

 

•

the specific designation and aggregate number of, and the price at which Accenture plc will issue, the warrants;

 

•

the currency or currency units in which the offering price, if any, and the exercise price are payable;

 

•

the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants;

 

•

whether the warrants will be issued in fully registered form or bearer form, in definitive or global form or in any combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any security included in that unit;

 

•

certain applicable U.S. federal income tax considerations;

 

•

the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars or other agents;

 

•

the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange;

 

•

the designation, aggregate principal amount, currency and terms of the debt securities purchasable upon exercise of the warrants, and the price at which such principal amount may be purchased;

 

•

the number of preference shares, the number of depositary shares or the number of ordinary shares purchasable upon exercise of a warrant and the price at which those shares may be purchased;

 

•

the designation and terms of the preference shares or ordinary shares;

 

•

if applicable, the designation and terms of the debt securities, preference shares or ordinary shares with which the warrants are issued and the number of warrants issued with each security;

 

•

if applicable, the date from and after which the warrants and the related debt securities, preference shares or ordinary shares will be separately transferable;

 

•

if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;

 

•

information with respect to book-entry procedures, if any;

 

•

the antidilution or other adjustment provisions of the warrants, if any;

 

•

any redemption or call provisions;

 

•

whether the warrants are to be sold separately or with other securities as parts of units; and

 

•

any additional terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.

 

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DESCRIPTION OF DEPOSITARY SHARES OF ACCENTURE PLC

Accenture plc may issue shares of preference shares either separately or represented by depositary shares. Accenture plc may also, at its option, elect to offer fractional interests in preference shares instead of a full preference share. If exercising this option, depositary receipts will be issued for depositary shares, each of which will represent a fraction of a share of a particular class or series of preference shares, as described in the applicable prospectus supplement and/or other offering material.

Any class or series of preference shares represented by depositary shares will be deposited under a deposit agreement between Accenture plc and the depositary. The prospectus supplement and/or other offering material relating to a series of depositary shares will set forth the name and address of the depositary for the depositary shares and summarize the material provisions of the deposit agreement. Subject to the terms of the deposit agreement, each owner of a depositary share will be entitled, in proportion to the applicable fraction of a preference share represented by such depositary share, to all the rights and preferences of the preference shares represented by such depositary share, including dividend and liquidation rights and any right to convert or exchange the preference shares into other securities.

The applicable prospectus supplement will describe the particular terms of any depositary shares Accenture plc offers. You should review the documents pursuant to which the depositary shares will be issued, which will be described in more detail in the applicable prospectus supplement.

 

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DESCRIPTION OF UNITS OF ACCENTURE PLC

Accenture plc may issue units comprised of one or more of the other securities described in this prospectus in any combination. Each unit may also include debt obligations or other securities of third parties not affiliated with us, such as U.S. Treasury securities. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The applicable unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or any time before a specified date.

The applicable prospectus supplement will describe the terms of the units offered pursuant to it, including one or more of the following:

 

•

the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;

 

•

any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units;

 

•

the terms of any agreements governing the units;

 

•

certain U.S. federal income tax considerations relevant to the units; and

 

•

whether the units will be issued in fully registered or global form.

The preceding description and any description of units in the applicable prospectus supplement does not propose to be complete and is subject to and is qualified in its entirety by reference to each unit agreement and, if applicable, collateral arrangements relating to such units.

 

29

PLAN OF DISTRIBUTION

Accenture plc, Accenture Capital or Accenture DAC may sell the securities covered by this prospectus in any of the following ways (or in any combination):

 

•

through underwriters, dealers or remarketing firms;

 

•

directly to one or more purchasers, including to a limited number of institutional purchasers;

 

•

through agents;

 

•

any combination of the distribution methods above; or

 

•

any other methods of distribution described in an applicable prospectus supplement.

Any such dealer or agent, in addition to any underwriter, may be deemed to be an underwriter within the meaning of the Securities Act. Any discounts or commissions received by an underwriter, dealer, remarketing firm or agent on the sale or resale of securities may be considered by the SEC to be underwriting discounts and commissions under the Securities Act.

In addition, Accenture plc, Accenture Capital or Accenture DAC may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If an applicable prospectus supplement so indicates, in connection with such a transaction, the third parties may, pursuant to this prospectus and such applicable prospectus supplement, sell securities covered by this prospectus and such applicable prospectus supplement. If so, the third party may use securities borrowed from Accenture plc, Accenture Capital, Accenture DAC or others to settle such sales and may such securities to close any related short positions. Accenture plc, Accenture Capital or Accenture DAC may also loan or pledge securities covered by this prospectus and an applicable prospectus supplement to third parties, who may sell the loaned securities or, in an event of default in the case of a pledge, sell the pledged securities covered by this prospectus and such applicable prospectus supplement.

The terms of the offering of the securities with respect to which this prospectus is being delivered will be set forth in the applicable prospectus supplement or supplements and will include, among other things:

 

•

the type of and terms of the securities;

 

•

the price of the securities;

 

•

the proceeds to us from the sale of the securities;

 

•

the names of the securities exchanges, if any, on which the securities are listed;

 

•

the names of any underwriters, dealers, remarketing firms or agents and the amount of securities underwritten or purchased by each of them;

 

•

any over-allotment options under which underwriters may purchase additional securities;

 

•

any underwriting discounts, agency fees or other compensation to underwriters or agents; and

 

•

any discounts or concessions which may be allowed or reallowed or paid to dealers.

If underwriters are used in the sale of securities, those securities will be acquired by the underwriters for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly by one or more underwriters acting alone. Unless otherwise set forth in an applicable prospectus supplement, the obligations of the underwriters to purchase the securities described in an applicable prospectus supplement will be subject to certain conditions precedent, and the underwriters will be obligated to purchase all of those securities if any are purchased by them. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.

 

30

If the dealers acting as principals are used in the sale of any securities, those securities will be acquired by the dealers, as principals, and may be resold from time to time in one or more transactions at varying prices to be determined by the dealer at the time of resale. The name of any dealer and the terms of the transactions will be set forth in an applicable prospectus supplement with respect to the securities being offered.

Securities may also be offered and sold, if so indicated in an applicable prospectus supplement in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more firms, which we refer to as the “remarketing firms,” acting as principals for their own accounts or as our agents, as applicable. Any remarketing firm will be identified and the terms of its agreement, if any, with Accenture plc, Accenture Capital or Accenture DAC and its compensation will be described in an applicable prospectus supplement. Remarketing firms may be deemed to be underwriters, as that term is defined in the Securities Act in connection with the securities remarketed thereby.

The securities may be sold directly by Accenture plc, Accenture Capital or Accenture DAC, or through agents designated by one of them from time to time. In the case of securities sold directly by Accenture plc, Accenture Capital or Accenture DAC, no underwriters or agents would be involved. Any agents involved in the offer or sale of the securities in respect of which this prospectus is being delivered, and any commissions payable by Accenture plc, Accenture Capital or Accenture DAC to such agents, will be set forth in an applicable prospectus supplement. Unless otherwise indicated in an applicable prospectus supplement, any such agent will be acting on a best efforts basis for the period of its appointment.

Accenture plc, Accenture Capital or Accenture DAC may authorize agents, underwriters or dealers to solicit offers by certain specified institutions to purchase the securities to which this prospectus and the applicable prospectus supplement relate from us at the public offering price set forth in an applicable prospectus supplement plus, if applicable, accrued interest, pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. Those contracts will be subject only to those conditions set forth in an applicable prospectus supplement, and an applicable prospectus supplement will set forth the commission payable for solicitation of those contracts.

Agents, dealers, underwriters and remarketing firms may be entitled, under agreements entered into with one or more of Accenture plc, Accenture Capital or Accenture DAC, to indemnification by one or more of Accenture plc, Accenture Capital or Accenture DAC against certain civil liabilities, including liabilities under the Securities Act, or to contribution to payments they may be required to make in respect thereof. Agents, dealers, underwriters and remarketing firms may be customers of, engage in transactions with, or perform services for us or our subsidiaries in the ordinary course of business.

Unless otherwise indicated in an applicable prospectus supplement, all securities offered by this prospectus, other than the Class A ordinary shares of Accenture plc, which are listed on the New York Stock Exchange, will be new issues with no established trading market. Accenture plc, Accenture Capital or Accenture DAC, as applicable, may elect to list any of the securities on one or more exchanges, but unless otherwise specified in an applicable prospectus supplement, shall not be obligated to do so. In addition, underwriters will not be obligated to make a market in any securities. No assurance can be given regarding the activity of trading in, or liquidity of, any securities.

Any underwriter may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under the Exchange Act. Over-allotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying securities so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases of the securities in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a covering transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time.

 

31

VALIDITY OF SECURITIES

Unless otherwise indicated in an applicable prospectus supplement, the validity of the securities under Irish law will be passed upon for us by Arthur Cox LLP and certain matters with respect to New York law will be passed upon for us by Gibson, Dunn & Crutcher LLP. Any underwriters, dealers or agents may be advised about other issues relating to any offering by their own legal counsel.

EXPERTS

The consolidated financial statements of Accenture plc as of August 31, 2023 and 2022, and for each of the years in the three-year period ended August 31, 2023, and management’s assessment of the effectiveness of internal control over financial reporting as of August 31, 2023 have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

 

 

32

 

 

$5,000,000,000

 

Accenture Capital Inc.

$1,100,000,000 3.900% Senior Notes due 2027

$1,200,000,000 4.050% Senior Notes due 2029

$1,200,000,000 4.250% Senior Notes due 2031

$1,500,000,000 4.500% Senior Notes due 2034

with full and unconditional guarantee

as to payment of principal and interest by

Accenture plc

 

 

Prospectus Supplement

 

 

Joint Book-Running Managers

 

J.P. Morgan		BofA Securities		Citigroup		BNP PARIBAS

 

Barclays		SOCIETE GENERALE		Deutsche Bank Securities		HSBC

Standard Chartered Bank		Goldman Sachs & Co. LLC		Morgan Stanley

October 1, 2024