What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-03-20 compared with 2024-12-19 · 156 added, 82 removed, 211 unchanged (53% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations 26

Revenues for the first quarter of fiscal 2025 increased 9% in U.S.

dollars and 8% in local currency compared to the first quarter of fiscal 2024.

During the first quarter of fiscal 2025, revenue growth in local currency was very strong in the Americas, strong in EMEA and solid in Asia Pacific.

We experienced local currency revenue growth that was very strong in Health & Public Service and Products, strong in Communications, Media & Technology and Resources and solid in Financial Services.

Revenues for the second quarter of fiscal 2025 increased 5% in U.S.

dollars and 8.5% in local currency compared to the second quarter of fiscal 2024.

During the second quarter of fiscal 2025, revenue growth in local currency was very strong in the Americas and EMEA, while Asia Pacific experienced slight growth.

We experienced local currency revenue growth that was very strong in Financial Services, Health & Public Service and Products, strong in Communications, Media & Technology and solid in Resources.

Revenue growth in local currency was very strong in managed services and strong in consulting.

The business environment is competitive, and we continue to experience lower pricing across the business.

We define pricing as contract profitability or margin on the work that we sell.

In our consulting business, revenues for the first quarter of fiscal 2025 increased 7% in U.S.

dollars and 6% in local currency compared to the first quarter of fiscal 2024.

Consulting revenue growth in local currency for the first quarter of fiscal 2025 was driven by very strong growth in the Americas, solid growth in EMEA and modest growth in Asia Pacific.

While the business environment remained competitive, pricing was relatively stable.

We define pricing as the contract profitability or margin on the work that we sell.

In our consulting business, revenues for the second quarter of fiscal 2025 increased 3% in U.S.

dollars and 6% in local currency compared to the second quarter of fiscal 2024.

Consulting revenue growth in local currency for the second quarter of fiscal 2025 was driven by very strong growth in the Americas and strong growth in EMEA, partially offset by a modest decline in Asia Pacific.

Our consulting revenue continues to be driven by helping our clients accelerate their reinvention, in particular technology, data, and AI led digital transformations.

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While we continue to experience demand for these services, we are seeing a slower pace and level of client spending, particularly for smaller contracts with a shorter duration.

In our managed services business, revenues for the first quarter of fiscal 2025 increased 11% in both U.S.

dollars and local currency compared to the first quarter of fiscal 2024.

Managed services revenue growth in local currency for the first quarter of fiscal 2025 was driven by very strong growth in the Americas and EMEA, and solid growth in Asia Pacific.

In our managed services business, revenues for the second quarter of fiscal 2025 increased 8% in U.S.

dollars and 11% in local currency compared to the second quarter of fiscal 2024.

Managed services revenue growth in local currency for the second quarter of fiscal 2025 was driven by very strong growth in the Americas and EMEA and strong growth in Asia Pacific.

We continue to experience growing demand to assist clients with application modernization and maintenance, cloud enablement and cybersecurity-as-a-service.

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dollars may be lower.

dollar weakened against various currencies during the first quarter of fiscal 2025 compared to the first quarter of fiscal 2024, resulting in favorable currency translation and U.S.

dollar revenue growth that was approximately 1% higher than our revenue growth in local currency.

dollar strengthened against various currencies during the three and six months ended February 28, 2025 compared to the three and six months ended February 29, 2024, resulting in unfavorable currency translation and U.S.

dollar revenue growth that was approximately 3% and 1% lower, respectively, than our revenue growth in local currency.

Assuming that exchange rates stay within recent ranges for the remainder of fiscal 2025, we estimate that our full fiscal 2025 revenue growth in U.S.

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Annualized Voluntary Attrition

consistent with the first quarter of fiscal 2024

compared to approximately 743,000 as of November 30, 2023

compared to 11% in the first quarter of fiscal 2024

Utilization for the first quarter of fiscal 2025 was 91%, consistent with the first quarter of fiscal 2024.

compared to 92% in the second quarter of fiscal 2024

compared to approximately 742,000 as of February 29, 2024

consistent with the second quarter of fiscal 2024

Utilization for the second quarter of fiscal 2025 was 91%, compared to 92% in the second quarter of fiscal 2024.

We hire to meet current and projected future demand.

We proactively plan and manage the size and composition of our workforce and take actions as needed to address changes in the anticipated demand for our services and solutions, given that compensation costs are the most significant portion of our operating expenses.

Our workforce, the majority of which serves our clients, increased to approximately 799,000 as of November 30, 2024, compared to approximately 743,000 as of November 30, 2023.

The year-over-year increase in our workforce reflects demand for our services and solutions, as well as people added in connection with acquisitions.

For the first quarter of fiscal 2025, annualized attrition, excluding involuntary terminations, was 12%, up from 11% in the first quarter of fiscal 2024.

Our workforce, the majority of which serves our clients, increased to approximately 801,000 as of February 28, 2025, compared to approximately 742,000 as of February 29, 2024.

The year-over-year increase in our workforce reflects hiring for the skills needed to support demand for our services and solutions, as well as people added in connection with acquisitions.

For the second quarter of fiscal 2025, annualized attrition, excluding involuntary terminations, was 13%, consistent with the second quarter of fiscal 2024.

We evaluate voluntary attrition, adjust levels of new hiring and use involuntary terminations as a means to keep our supply of skills and resources in balance with changes in client demand.

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Dollars Percent

Currency Six Months Ended Percent

Dollars Percent

(in billions of U.S.

dollars) November 30, 2024 November 30, 2023

dollars) February 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

Consulting $ 10.5 $ 10.5 (1) % 2 % $ 19.7 $ 19.1 3 % 4 %

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Management’s Discussion and Analysis of Financial Condition and Results of Operations 28

Results of Operations for the Three Months Ended November 30, 2024 Compared to the Three Months Ended November 30, 2023

Results of Operations for the Three and Six Months Ended February 28, 2025 Compared to the Three and Six Months Ended February 29, 2024

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

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Dollars Percent

Currency Six Months Ended Percent

Dollars Percent

(in millions of U.S.

dollars) November 30, 2024 November 30, 2023

dollars) February 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

Geographic Markets

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Geographic Markets

The following revenues commentary discusses the primary drivers of local currency revenue changes by geographic market for the first quarter of fiscal 2025 compared to the first quarter of fiscal 2024:

• Americas revenues increased 11% in local currency, led by growth in Industrial, Software & Platforms, Banking & Capital Markets and Consumer Goods, Retail & Travel Services.

The following revenues commentary discusses the primary drivers of local currency revenue changes by geographic market for the three and six months ended February 28, 2025 compared to the three and six months ended February 29, 2024:

• Three Months.

Revenues increased 11% in local currency, led by growth in Banking & Capital Markets, Industrial, Health and Consumer Goods, Retail & Travel Services.

Revenue growth was driven by the United States.

• Six Months.

Revenues increased 11% in local currency, led by growth in Industrial, Banking & Capital Markets, Software & Platforms and Consumer Goods, Retail & Travel Services.

Revenue growth was driven by the United States, as well as Argentina, which continued to grow in local currency due primarily to hyperinflation.

• EMEA revenues increased 6% in local currency, led by growth in Public Service, Life Sciences and Health, partially offset by a decline in Banking & Capital Markets.

• Three Months.

Revenues increased 8% in local currency, led by growth in Public Service, Life Sciences and Consumer Goods, Retail & Travel Services.

Revenue growth was driven by the United Kingdom.

• Six Months.

Revenues increased 7% in local currency, led by growth in Public Service, Life Sciences, Consumer Goods, Retail & Travel Services and Health.

Revenue growth was driven by the United Kingdom and Italy, partially offset by a decline in France.

• Asia Pacific revenues increased 4% in local currency, led by growth in Utilities, Industrial and Health, partially offset by a decline in Chemicals & Natural Resources.

Revenue growth was driven by Japan, partially offset by declines in Singapore and Australia.

• Three Months.

Revenues increased 1% in local currency, led by growth in Insurance and Utilities, partially offset by a decline in Chemicals & Natural Resources.

Revenue growth was driven by Japan, partially offset by a decline in Singapore.

ACCENTURE FORM 10-Q

Management’s Discussion and Analysis of Financial Condition and Results of Operations 29

• Six Months.

Revenues increased 2% in local currency, led by growth in Utilities, Insurance and Industrial, partially offset by a decline in Chemicals & Natural Resources.

Revenue growth was driven by Japan, partially offset by a decline in Singapore.

Operating Expenses

Operating expenses for the first quarter of fiscal 2025 increased $1,082 million, or 8%, compared to the first quarter of fiscal 2024, and decreased as a percentage of revenues to 83.3% from 84.2% during this period.

Operating expenses for the second quarter of fiscal 2025 increased $662 million, or 5%, compared to the second quarter of fiscal 2024, and decreased as a percentage of revenues to 86.5% from 87.0% during this period.

Operating expenses for the six months ended February 28, 2025 increased $1,743 million, or 6%, compared to the six months ended February 29, 2024, and decreased as a percentage of revenues to 84.9% from 85.6% during this period.

The primary categories of operating expenses include Cost of services, Sales and marketing and General and administrative costs.

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General and administrative costs primarily include costs for people that are non-client-facing, information systems, office space and certain acquisition-related costs.

ACCENTURE FORM 10-Q

Management’s Discussion and Analysis of Financial Condition and Results of Operations 27

Operating expenses by category are as follows:

Three Months Ended

Three Months Ended Six Months Ended

(in millions of U.S.

dollars) November 30, 2024 November 30, 2023 Increase

dollars) February 28, 2025 February 29, 2024 Increase

(Decrease) February 28, 2025 February 29, 2024 Increase

Operating Expenses $ 14,415 86.5 % $ 13,753 87.0 % $ 662 $ 29,156 84.9 % $ 27,413 85.6 % $ 1,743

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Cost of Services

Cost of services for the first quarter of fiscal 2025 increased $1,090 million, or 10%, over the first quarter of fiscal 2024, and increased as a percentage of revenues to 67.1% compared to 66.4% during this period.

Gross margin for the first quarter of fiscal 2025 decreased as a percentage of revenues to 32.9% from 33.6% during the first quarter of fiscal 2024.

The decrease in gross margin was primarily due to higher subcontractor costs and the impact of our business optimization actions which reduced severance costs in gross margin during the first quarter of fiscal 2024.

Cost of services for the second quarter of fiscal 2025 increased $763 million, or 7%, over the second quarter of fiscal 2024, and increased as a percentage of revenues to 70.1% compared to 69.1% during this period.

Gross margin for the second quarter of fiscal 2025 decreased as a percentage of revenues to 29.9% from 30.9% during the second quarter of fiscal 2024.

Cost of services for the six months ended February 28, 2025 increased $1,854 million, or 9%, over the six months ended February 29, 2024, and increased as a percentage of revenues to 68.6% compared to 67.8% during this period.

Gross margin for the six months ended February 28, 2025 decreased as a percentage of revenues to 31.4% from 32.2% during the six months ended February 29, 2024.

Sales and Marketing

Sales and marketing expense for the first quarter of fiscal 2025 increased $101 million, or 6%, over the first quarter of fiscal 2024, and decreased as a percentage of revenues to 10.2% from 10.5% during this period primarily due to lower labor costs.

Sales and marketing expense for the second quarter of fiscal 2025 increased $46 million, or 3%, over the second quarter of fiscal 2024, and decreased as a percentage of revenues to 10.1% from 10.3% during this period.

Sales and marketing expense for the six months ended February 28, 2025 increased $147 million, or 4%, over the six months ended February 29, 2024, and decreased as a percentage of revenues to 10.2% from 10.4% during this period.

The decrease as a percentage of revenues for the three and six months ended February 28, 2025 was primarily due to lower labor costs compared to the same periods in fiscal 2024.

General and Administrative Costs

General and administrative costs for the first quarter of fiscal 2025 increased $30 million, or 3%, over the first quarter of fiscal 2024, and decreased as a percentage of revenues to 6.0% from 6.4% during this period primarily due to lower labor costs, partially offset by an increase in non-payroll costs.

General and administrative costs for the second quarter of fiscal 2025 decreased $32 million, or 3%, from the second quarter of fiscal 2024, and decreased as a percentage of revenues to 6.3% from 6.9% during this period.

General and administrative costs for the six months ended February 28, 2025 decreased $2 million from the six months ended February 29, 2024, and decreased as a percentage of revenues to 6.2% from 6.6% during this period.

The decrease as a percentage of revenues for the three and six months ended February 28, 2025 was primarily due to lower labor costs compared to the same periods in fiscal 2024.

Business Optimization Costs

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We recorded a total of $1.5 billion related to these actions, primarily for employee severance, which have been completed as of August 31, 2024.

ACCENTURE FORM 10-Q

Management’s Discussion and Analysis of Financial Condition and Results of Operations 30

Non-GAAP Financial Measures

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

Three Months Ended

November 30, 2024 November 30, 2023

Three Months Ended Six Months Ended

February 28, 2025 February 29, 2024 February 28, 2025 February 29, 2024

(in millions of U.S.

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Margin Increase

(Decrease) Operating

Income Operating

Margin Operating

Income Operating

Margin Increase

Americas (1) $ 1,240 15 % $ 1,083 14 % $ 157 $ 2,618 15 % $ 2,376 15 % $ 241

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Prior period amounts have been reclassified to conform with the current period presentation.

Operating income for the first quarter of fiscal 2025 increased $384 million, or 15%, compared with the first quarter of fiscal 2024.

Operating margin for the first quarter of fiscal 2025 was 16.7%, compared with 15.8% for the first quarter of fiscal 2024.

ACCENTURE FORM 10-Q

Management’s Discussion and Analysis of Financial Condition and Results of Operations 28

Operating income for the second quarter of fiscal 2025 increased $198 million, or 10%, compared with the second quarter of fiscal 2024.

Operating margin for the second quarter of fiscal 2025 was 13.5%, compared with 13.0% for the second quarter of fiscal 2024.

Operating income for the six months ended February 28, 2025 increased $582 million, or 13%, compared with the six months ended February 29, 2024.

Operating margin for the six months ended February 28, 2025 was 15.1%, compared with 14.4% for the six months ended February 29, 2024.

Geographic Markets

We estimate that the aggregate percentage impact of foreign currency exchange rates on our operating income during the first quarter of fiscal 2025 was similar to that disclosed for revenue for each geographic market.

We estimate that the aggregate percentage impact of foreign currency exchange rates on our operating income during the three and six months ended February 28, 2025 was similar to that disclosed for revenue for each geographic market.

Additionally, costs associated with our business optimization actions did not impact fiscal 2025 operating income as the actions were completed in fiscal 2024.

The commentary below provides insight into other factors affecting geographic market performance and operating income for the first quarter of fiscal 2025 compared with the first quarter of fiscal 2024:

• Americas operatin g income increased primarily due to revenue growth, partially offset by a decline in contract profitability.

• EMEA operatin g income increased primarily due to revenue growth, partially offset by a decline in consulting contract profitability.

• Asia Pacific opera ting income increased primarily due to revenue growth, partially offset by a decline in contract profitability.

The commentary below provides insight into other factors affecting geographic market performance and operating income for the three and six months ended February 28, 2025 compared with the three and six months ended February 29, 2024:

• Three Months.

Operatin g income increased primarily due to revenue growth, partially offset by a decline in contract profitability.

• Six Months.

Operatin g income increased primarily due to revenue growth, partially offset by a decline in contract profitability.

• Three Months.

Operatin g income increased primarily due to revenue growth, partially offset by a decline in contract profitability.

• Six Months.

Operatin g income increased primarily due to revenue growth, partially offset by a decline in contract profitability.

• Three Months.

Opera ting income decreased primarily due to a decline in contract profitability.

• Six Months.

Operating income was relatively flat as revenue growth was offset by a decline in contract profitability.

ACCENTURE FORM 10-Q

Management’s Discussion and Analysis of Financial Condition and Results of Operations 31

Operating Income and Operating Margin Excluding Fiscal 2024 Business Optimization Costs (Non-GAAP)

The business optimization costs reduced operating margin for the first quarter of fiscal 2024 by 90 basis points .

Operating margin for the first quarter of fiscal 2025 remained flat compared to adjusted operating margin for the first quarter of fiscal 2024 of 16.7%.

The business optimization costs reduced operating margin for the second quarter of fiscal 2024 by 70 basis points .

Operating margin for the second quarter of fiscal 2025 was 13.5% compared to adjusted operating margin for the second quarter of fiscal 2024 of 13.7%.

The business optimization costs reduced operating margin for the six months ended February 29, 2024 by 80 basis points.

Operating margin for the six months ended February 28, 2025 was 15.1% compared to adjusted operating margin for the six months ended February 29, 2024 of 15.2%.

Three Months Ended

November 30, 2024 November 30, 2023

February 28, 2025 February 29, 2024

(in millions of U.S.

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Total $ 2,245 13.5 % $ 2,046 $ 115 $ 2,162 13.7 % $ 83

Six Months Ended

February 28, 2025 February 29, 2024

(in millions of U.S.

dollars) Operating

Income (GAAP) Operating

(GAAP) Operating

Income (GAAP) Business

Optimization (1) Operating

Income (Non-GAAP) Operating

Margin (Non-GAAP) Increase

Americas (2) $ 2,618 15 % $ 2,376 $ 62 $ 2,438 15 % $ 180

EMEA 1,675 14 1,353 156 1,509 13 166

Asia Pacific (2) 900 19 882 37 919 19 (19)

Total $ 5,193 15.1 % $ 4,611 $ 255 $ 4,866 15.2 % $ 327

Amounts in tables may not total due to rounding.

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Interest Income

Interest income for the first quarter of fiscal 2025 was $76 million, a decrease of $26 million, or 25%, from the first quarter of fiscal 2024.

Interest income for the second quarter of fiscal 2025 was $76 million, an increase of $11 million, or 17%, over the second quarter of fiscal 2024.

The increase was primarily due to a higher average cash balance.

Interest income for the six months ended February 28, 2025 was $152 million, a decrease of $15 million or 9% from the six months ended February 29, 2024.

The decrease was primarily due to lower interest rates and a lower average cash balance.

Interest Expense

Interest expense for the second quarter of fiscal 2025 was $65 million, an increase of $54 million over the second quarter of fiscal 2024.

Interest expense for the six months ended February 28, 2025 was $95 million, an increase of $70 million over the six months ended February 29, 2024.

The increase for the three and six months ended February 28, 2025 was primarily due to an increase in long-term debt compared to the three and six months ended February 29, 2024.

Other Income (Expense), net

Other income (expense), net primarily consists of foreign currency gains and losses, non-operating components of pension expense, as well as gains and losses associated with our investments.

During the three and six months ended February 28, 2025, Other income (expense), net increased $38 million and $35 million over the three and six months ended February 29, 2024, respectively, primarily due to lower foreign currency exchange losses.

For additional information, see Note 1 (Basis of Presentation) to our Consolidated Financial Statements under Item 1, “Financial Statements."

Income Tax Expense

The effective tax rates for the first quarter of fiscal 2025 and 2024 were 21.6% and 23.2%, respectively.

The lower effective tax rate was primarily due to higher benefits from adjustments to prior year tax liabilities.

The effective tax rates for the second quarter of fiscal 2025 and 2024 were 20.4% and 18.4%, respectively.

The higher effective tax rate was primarily due to lower tax benefits from share-based payments.

The effective tax rate for both the six months ended February 28, 2025 and February 29, 2024 was 21.1%.

ACCENTURE FORM 10-Q

Management’s Discussion and Analysis of Financial Condition and Results of Operations 32

Income Tax Expense Excluding Fiscal 2024 Business Optimization Costs (Non-GAAP)

The business optimization costs of $140 million and related reduction in tax expense of $34 million had an immaterial impact on our adjusted effective tax rate for the first quarter of fiscal 2024 .

Excluding the business optimization costs of $115 million and $255 million, and related reduction in tax expense of $28 million and $62 million, our adjusted effective tax rates were 18.8% and 21.2% for the three and six months ended February 29, 2024, respectively.

Earnings Per Share

Diluted earnings per share were $3.59 for the first quarter of fiscal 2025, compared with $3.10 for the first quarter of fiscal 2024.

Diluted earnings per share were $2.82 for the second quarter of fiscal 2025, compared with $2.63 for the second quarter of fiscal 2024.

Diluted earnings per share were $6.42 for the six months ended February 28, 2025, compared with $5.73 for the six months ended February 29, 2024.

For information regarding our earnings per share calculations, see Note 3 (Earnings Per Share) to our Consolidated Financial Statements under Item 1, “Financial Statements.”

ACCENTURE FORM 10-Q

Management’s Discussion and Analysis of Financial Condition and Results of Operations 29

Earnings Per Share Excluding Fiscal 2024 Business Optimization Costs (Non-GAAP)

The business optimization costs of $106 million, net of related taxes, decreased diluted earnings per share by $0.17 for the first quarter of fiscal 2024.

Adjusted diluted earnings per share were $3.27 for the first quarter of fiscal 2024.

Three Months Ended

November 30, 2023 As Reported $ 3.10

The business optimization costs of $87 million and $193 million, net of related taxes, decreased diluted earnings per share by $0.14 and $0.30 for the three and six months ended February 29, 2024, respectively.

Adjusted diluted earnings per share were $2.77 and $6.04 for the three and six months ended February 29, 2024, respectively.

Three Months Ended Six Months Ended

February 29, 2024 As Reported $ 2.63 $ 5.73

Business optimization costs 0.18 0.40

Tax effect of business optimization costs (1) (0.04) (0.10)

November 30, 2023 As Adjusted $ 3.27

November 30, 2024 As Reported $ 3.59

February 29, 2024 As Adjusted $ 2.77 $ 6.04

February 28, 2025 As Reported $ 2.82 $ 6.42

Amounts in tables may not total due to rounding.

(1) The income tax effect of business optimization costs includes both the current and deferred income tax impact and was calculated by using the relevant tax rate of the country where the adjustments were recorded.

The increase in diluted earnings per share for the first quarter of fiscal 2025 compared to adjusted diluted earnings per share for the first quarter of fiscal 2024 was due to the following factors:

Three Months Ended

November 30, 2023 As Adjusted $ 3.27

Higher revenue and operating results 0.29

Lower effective tax rate 0.07

Changes in diluted earnings per share for the three and six months ended February 28, 2025 compared to adjusted diluted earnings per share for the three and six months ended February 29, 2024 were due to the following factors:

Three Months Ended Six Months Ended

February 29, 2024 As Adjusted $ 2.77 $ 6.04

Revenue and operating results 0.11 0.40

Lower share count 0.01 0.03

Lower non-operating income (0.05)

November 30, 2024 As Reported $ 3.59

Non-operating income (0.01) (0.06)

Effective tax rate (0.06) 0.01

February 28, 2025 As Reported $ 2.82 $ 6.42

Liquidity and Capital Resources

As of November 30, 2024, Cash and cash equivalents was $8.3 billion, compared with $5.0 billion as of August 31, 2024.

As of February 28, 2025, Cash and cash equivalents was $8.5 billion, compared with $5.0 billion as of August 31, 2024.

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

Three Months Ended

Six Months Ended

(in millions of U.S.

dollars) November 30, 2024 November 30, 2023 Change

dollars) February 28, 2025 February 29, 2024 Change

Net cash provided by (used in):

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Amounts in table may not total due to rounding.

ACCENTURE FORM 10-Q

Management’s Discussion and Analysis of Financial Condition and Results of Operations 33

Operating activities:

The $524 million increase in operating cash flows was primarily due to higher net income and changes in operating assets and liabilities.

The $1,276 million increase in operating cash flows was primarily due to higher net income and changes in operating assets and liabilities, including lower spending on certain compensation payments.

Investing activities:

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

ACCENTURE FORM 10-Q

Management’s Discussion and Analysis of Financial Condition and Results of Operations 30

Substantially all of our cash is held in jurisdictions where there are no regulatory restrictions or material tax effects on the free flow of funds.

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On September 30, 2024, we filed a registration statement on Form S-3, pursuant to which Accenture plc’s wholly owned finance subsidiaries Accenture Capital and Accenture Global Capital DAC may issue debt securities.

As of November 30, 2024, we had outstanding long-term debt in the form of senior unsecured notes issued by Accenture Capital in an aggregate principal amount of $5 billion, which mature from 2027 through 2034.

As of February 28, 2025, we had outstanding long-term debt in the form of senior unsecured notes issued by Accenture Capital in an aggregate principal amount of $5 billion, which mature from 2027 through 2034.

Accenture plc fully and unconditionally guarantees these notes, as well as all future debt securities that may be issued by these entities.

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exchangeable shares held by current and former members of Accenture Leadership and their permitted transferees.

Our share purchase activity during the three months ended November 30, 2024 is as follows:

Our share purchase activity during the six months ended February 28, 2025 is as follows:

Accenture plc Class A

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These shares are held as treasury shares by Accenture plc and may be utilized to provide for select employee benefits, such as equity awards to our employees.

(2) During the three months ended November 30, 2024, as authorized under our various employee equity share plans, we acquired Accenture plc Class A ordinary shares primarily via share withholding for payroll tax obligations due from employees and former employees in connection with the delivery of Accenture plc Class A ordinary shares under those plans.

(2) During the six months ended February 28, 2025, as authorized under our various employee equity share plans, we acquired Accenture plc Class A ordinary shares primarily via share withholding for payroll tax obligations due from employees and former employees in connection with the delivery of Accenture plc Class A ordinary shares under those plans.

These purchases of shares in connection with employee share plans do not affect our aggregate available authorization for our publicly announced open-market share purchase and the other share purchase programs.

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The repurchase program may be accelerated, suspended, delayed or discontinued at any time, without notice.

ACCENTURE FORM 10-Q

Management’s Discussion and Analysis of Financial Condition and Results of Operations 34

Off-Balance Sheet Arrangements

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis