What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-06-18 compared with 2026-03-19 · 106 added, 104 removed, 225 unchanged (48% of the section changed)

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

Our consulting revenue continues to be driven by helping our clients accelerate their reinvention, leveraging cloud, enterprise platforms, security, AI and data, including advanced AI, as well as our change capabilities to help clients build new skills and drive the successful adoption of new processes and technologies.

driven by helping our clients accelerate their reinvention, leveraging cloud, enterprise platforms, security, AI and data, including advanced AI, as well as our change capabilities to help clients build new skills and drive the successful adoption of new processes and technologies.

In addition, clients continue to be focused on initiatives designed to deliver cost savings, supply chain and operational resilience, as well as to accelerate growth and improve customer experiences.

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

In our managed services business, revenues for the second quarter of fiscal 2026 increased 10% in U.S.

dollars and 5% in local currency compared to the second quarter of fiscal 2025.

Managed services revenue growth in local currency for the second quarter of fiscal 2026 was driven by very strong growth in Asia Pacific, strong growth in EMEA and solid growth in the Americas.

We continue to experience growing demand to assist clients with reinvented operations, application development and maintenance, and infrastructure management including cloud and security.

In our managed services business, revenues for the third quarter of fiscal 2026 increased 8% in U.S.

dollars and 5% in local currency compared to the third quarter of fiscal 2025.

Managed services revenue growth in local currency for the third quarter of fiscal 2026 was driven by very strong growth in EMEA, strong growth in Asia Pacific and modest growth in the Americas.

We continue to assist clients with reinvented operations, application development and maintenance, and infrastructure management including cloud and security.

Clients continue to be focused on transforming their operations through technology, AI and data, and leveraging our proprietary assets and platforms and talent to drive productivity and cost savings.

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While a significant portion of our revenues are in U.S.

dollars, the majority of our revenues are denominated in other currencies, including the Euro, Japanese yen and U.K.

dollars, the majority of our revenues are denominated in other currencies, including the Euro, U.K.

pound and Japanese yen.

There continues to be volatility in foreign currency exchange rates.

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dollars may be lower.

dollar weakened against various currencies during the three and six months ended February 28, 2026 compared to the three and six months ended February 28, 2025, resulting in favorable currency translation and U.S.

dollar weakened against various currencies during the three and nine months ended May 31, 2026 compared to the three and nine months ended May 31, 2025, resulting in favorable currency translation and U.S.

dollar revenue growth that was approximately 2.5% and 2.7% higher, respectively, than our revenue growth in local currency.

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Annualized Voluntary Attrition

compared to 91% in the second quarter of fiscal 2025

compared to approximately 801,000 as of February 28, 2025

consistent with the second quarter of fiscal 2025

Utilization for the second quarter of fiscal 2026 was 93%, compared to 91% in the second quarter of fiscal 2025.

compared to 92% in the third quarter of fiscal 2025

compared to approximately 791,000 as of May 31, 2025

compared to 16% in the third quarter of fiscal 2025

Utilization for the third quarter of fiscal 2026 was 93%, compared to 92% in the third quarter of fiscal 2025.

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 solutions and services, given that compensation costs are the most significant portion of our operating expenses.

Our workforce, the majority of which serves our clients, was approximately 786,000 as of February 28, 2026, compared to approximately 779,000 as of August 31, 2025 and 801,000 as of February 28, 2025.

For the second quarter of fiscal 2026, annualized attrition, excluding involuntary terminations, was 13%, consistent with the second quarter of fiscal 2025.

Our workforce, the majority of which serves our clients, was approximately 799,000 as of May 31, 2026, compared to approximately 779,000 as of August 31, 2025 and 791,000 as of May 31, 2025.

For the third quarter of fiscal 2026, annualized attrition, excluding involuntary terminations, was 14%, down from 16% in the third quarter of fiscal 2025.

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

Currency Nine Months Ended Percent

Dollars Percent

(in billions of U.S.

dollars) February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025

dollars) May 31, 2026 May 31, 2025 May 31, 2026 May 31, 2025

Consulting $ 10.3 $ 9.1 13 % 11 % $ 31.5 $ 28.8 9 % 6 %

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Total New Bookings $ 19.3 $ 19.7 (2) % (3) % $ 62.4 $ 59.3 5 % 2 %

Amounts in table may not total due to rounding.

We provide information regarding our new bookings, which include new contracts, including those acquired through acquisitions, as well as renewals, extensions and changes to existing contracts, because we believe doing so provides useful trend information regarding changes in the volume of our new business over time.

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

Results of Operations for the Three and Six Months Ended February 28, 2026 Compared to the Three and Six Months Ended February 28, 2025

Results of Operations for the Three and Nine Months Ended May 31, 2026 Compared to the Three and Nine Months Ended May 31, 2025

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

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Dollars Percent

Currency Six Months Ended Percent

Currency Nine Months Ended Percent

Dollars Percent

(in millions of U.S.

dollars) February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025

dollars) May 31, 2026 May 31, 2025 May 31, 2026 May 31, 2025

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 three and six months ended February 28, 2026 compared to the three and six months ended February 28, 2025:

The following revenues commentary discusses the primary drivers of local currency revenue changes by geographic market for the three and nine months ended May 31, 2026 compared to the three and nine months ended May 31, 2025:

• Three Months.

Revenues increased 3% in local currency, led by growth in Banking & Capital Markets, Software & Platforms and Industrials, partially offset by a decline in Public Service, driven by our U.S.

federal business.

Revenues increased 1% in local currency, led by growth in Software & Platforms, High Tech and Industrials, partially offset by a decline in Public Service.

Revenue growth was driven by the United States.

• Six Months.

• Nine Months.

Revenues increased 3% in local currency, led by growth in Banking & Capital Markets, Industrials and Software & Platforms, partially offset by a decline in Public Service, driven by our U.S.

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• Three Months.

Revenues increased 2% in local currency, led by growth in Insurance, Life Sciences and Public Service.

Revenue growth was driven by the United Kingdom and Italy.

• Six Months.

Revenues increased 3% in local currency, led by growth in Insurance, Banking & Capital Markets and Life Sciences.

Revenues increased 4% in local currency, led by growth in Public Service and Software & Platforms.

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

• Nine Months.

Revenues increased 3% in local currency, led by growth in Public Service, Insurance and Banking & Capital Markets.

Revenue growth was driven by the United Kingdom and Italy.

• Three Months.

Revenues increased 10% in local currency, led by growth in Banking & Capital Markets, Communications & Media and Public Service.

Revenue growth was driven by Japan and Australia.

• Six Months.

Revenues increased 9% in local currency, led by growth in Banking & Capital Markets, Communications & Media and Public Service.

Revenue growth was driven by Japan and Australia.

Revenues increased 8% in local currency, led by growth in Public Service, Banking & Capital Markets and Insurance.

Revenue growth was driven by Japan, Australia and Singapore.

• Nine Months.

Revenues increased 9% in local currency, led by growth in Banking & Capital Markets, Public Service and Communications & Media.

Revenue growth was driven by Japan, Australia and Singapore.

ACCENTURE FORM 10-Q

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Operating Expenses

Operating expenses for the second quarter of fiscal 2026 increased $1,136 million, or 8%, compared to the second quarter of fiscal 2025, and decreased as a percentage of revenues to 86.2% from 86.5% during this period.

Operating expenses for the six months ended February 28, 2026 increased $2,263 million, or 8%, compared to the six months ended February 28, 2025, and increased as a percentage of revenues to 85.4% over 84.9% during this period.

Operating expenses for the third quarter of fiscal 2026 increased $798 million, or 5%, compared to the third quarter of fiscal 2025, and decreased as a percentage of revenues to 83.0% from 83.2% during this period.

Operating expenses for the nine months ended May 31, 2026 increased $3,061 million, or 7%, compared to the nine months ended May 31, 2025, and increased as a percentage of revenues to 84.6% over 84.3% 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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Operating expenses by category are as follows:

Three Months Ended Six Months Ended

Three Months Ended Nine Months Ended

(in millions of U.S.

dollars) February 28, 2026 February 28, 2025 Increase

(Decrease) February 28, 2026 February 28, 2025 Increase

dollars) May 31, 2026 May 31, 2025 Increase

(Decrease) May 31, 2026 May 31, 2025 Increase

Operating Expenses $ 15,543 83.0 % $ 14,745 83.2 % $ 798 $ 46,962 84.6 % $ 43,901 84.3 % $ 3,061

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Cost of Services

Cost of services for the second quarter of fiscal 2026 increased $900 million, or 8%, over the second quarter of fiscal 2025, and decreased as a percentage of revenues to 69.7% compared to 70.1% during this period.

Gross margin for the second quarter of fiscal 2026 increased as a percentage of revenues to 30.3% compared to 29.9% during the second quarter of fiscal 2025 primarily due to lower non-payroll costs, including lower subcontractor costs.

Cost of services for the six months ended February 28, 2026 increased $1,579 million, or 7%, over the six months ended February 28, 2025, and decreased as a percentage of revenues to 68.3% compared to 68.6% during this period.

Gross margin for the six months ended February 28, 2026 increased as a percentage of revenues to 31.7% compared to 31.4% during the six months ended February 28, 2025 primarily due to lower non-payroll costs, including lower subcontractor costs.

Cost of services for the third quarter of fiscal 2026 increased $683 million, or 6%, over the third quarter of fiscal 2025, and increased as a percentage of revenues to 67.2% compared to 67.1% during this period.

Gross margin for the third quarter of fiscal 2026 decreased as a percentage of revenues to 32.8% compared to 32.9% during the third quarter of fiscal 2025.

The decrease in gross margin was primarily due to higher non-payroll costs, including higher subcontractor costs, largely offset by lower payroll costs.

Cost of services for the nine months ended May 31, 2026 increased $2,261 million, or 6%, over the nine months ended May 31, 2025, and decreased as a percentage of revenues to 67.9% compared to 68.1% during this period.

Gross margin for the nine months ended May 31, 2026 increased as a percentage of revenues to 32.1% compared to 31.9% during the nine months ended May 31, 2025.

The increase in gross margin was primarily due to lower payroll costs, partially offset by an increase in non-payroll costs.

Sales and Marketing

Sales and marketing expense for the second quarter of fiscal 2026 increased $72 million, or 4%, over the second quarter of fiscal 2025, and decreased as a percentage of revenues to 9.7% from 10.1% during this period.

Sales and marketing expense for the six months ended February 28, 2026 increased $136 million, or 4%, over the six months ended February 28, 2025, and decreased as a percentage of revenues to 9.9% from 10.2% during this period.

The decrease as a percentage of revenues for the three and six months ended February 28, 2026 was primarily due to lower selling and business development costs.

Sales and marketing expense for the third quarter of fiscal 2026 increased $49 million, or 3%, over the third quarter of fiscal 2025, and decreased as a percentage of revenues to 9.7% from 9.9% during this period.

Sales and marketing expense for the nine months ended May 31, 2026 increased $184 million, or 4%, over the nine months ended May 31, 2025, and decreased as a percentage of revenues to 9.8% from 10.1% during this period.

The decrease as a percentage of revenues for the nine months ended May 31, 2026 was primarily due to lower selling and business development costs.

General and Administrative Costs

General and administrative costs for the second quarter of fiscal 2026 increased $163 million, or 16%, over the second quarter of fiscal 2025, and increased as a percentage of revenues to 6.7% over 6.3% during this period primarily due to higher non-payroll costs, partially offset by lower payroll costs.

General and administrative costs for the six months ended February 28, 2026 increased $241 million, or 11%, over the six months ended February 28, 2025, and increased as a percentage of revenues to 6.4% over 6.2% during this period.

General and administrative costs for the third quarter of fiscal 2026 increased $67 million, or 6%, over the third quarter of fiscal 2025, and remained flat as a percentage of revenues at 6.1% during this period.

General and administrative costs for the nine months ended May 31, 2026 increased $308 million, or 10%, over the nine months ended May 31, 2025, and increased as a percentage of revenues to 6.3% over 6.1% during this period.

Business Optimization Costs

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

Three Months Ended Six Months Ended

February 28, 2026 February 28, 2025 February 28, 2026 February 28, 2025

Three Months Ended Nine Months Ended

May 31, 2026 May 31, 2025 May 31, 2026 May 31, 2025

(in millions of U.S.

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Amounts in table may not total due to rounding.

Operating income for the second quarter of fiscal 2026 increased $249 million, or 11%, compared with the second quarter of fiscal 2025.

Operating margin for the second quarter of fiscal 2026 was 13.8%, compared with 13.5% for the second quarter of fiscal 2025.

Operating income for the six months ended February 28, 2026 increased $174 million, or 3%, compared with the six months ended February 28, 2025.

Operating margin for the six months ended February 28, 2026 was 14.6%, compared with 15.1% for the six months ended February 28, 2025.

Operating income for the third quarter of fiscal 2026 increased $193 million, or 6%, compared with the third quarter of fiscal 2025.

Operating margin for the third quarter of fiscal 2026 was 17.0%, compared with 16.8% for the third quarter of fiscal 2025.

Operating income for the nine months ended May 31, 2026 increased $367 million, or 4%, compared with the nine months ended May 31, 2025.

Operating margin for the nine months ended May 31, 2026 was 15.4%, compared with 15.7% for the nine months ended May 31, 2025.

Geographic Markets

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, 2026 was similar to that disclosed for revenue for each geographic market.

Additionally, payroll costs for our geographic markets increased in line with revenues.

The commentary below provides insight into other factors affecting geographic market performance and operating income for the three and six months ended February 28, 2026 compared with the three and six months ended February 28, 2025:

We estimate that the aggregate percentage impact of foreign currency exchange rates on our operating income during the three and nine months ended May 31, 2026 was similar to that disclosed for revenue for each geographic market.

Additionally, payroll costs for our geographic markets increased in line with revenues, except as described below.

The commentary below provides insight into other factors affecting geographic market performance and operating income for the three and nine months ended May 31, 2026 compared with the three and nine months ended May 31, 2025:

• Three Months.

Operating income increased due to revenue growth.

• Six Months.

Operating income decreased as revenue growth was offset by higher non-payroll costs.

• Nine Months.

Operating income increased due to revenue growth, partially offset by the impact of business optimization costs.

• Three Months.

Operating income increased due to revenue growth.

• Six Months.

Operating income decreased as revenue growth was offset by higher non-payroll costs and the impact of business optimization costs.

Operating income increased due to revenue growth in local currency and the positive impact of foreign currency exchange rates, which resulted in an increase in U.S.

dollar revenues and lower payroll costs as a percentage of revenues, partially offset by higher non-payroll costs, including an increase in sub-contractor costs.

• Nine Months.

Operating income increased due to revenue growth in local currency and the positive impact of foreign currency exchange rates, which resulted in an increase in U.S.

dollar revenues, partially offset by higher non-payroll costs and the impact of business optimization costs.

• Three Months.

Opera ting income increased due to revenue growth, partially offset by higher non-payroll costs .

• Six Months.

Opera ting income decreased as revenue growth was offset by higher non-payroll costs, including an increase in facility and technology costs.

• Nine Months.

Opera ting income decreased as revenue growth was offset by higher non-payroll costs and the impact of business optimization costs.

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

The business optimization costs reduced operating margin for the six months ended February 28, 2026 by 80 basis points.

Adjusted operating margin for the six months ended February 28, 2026 was 15.4%.

Six Months Ended

February 28, 2026 February 28, 2025

The business optimization costs reduced operating margin for the nine months ended May 31, 2026 by approximately 60 basis points.

Adjusted operating margin for the nine months ended May 31, 2026 was 15.9%.

Nine Months Ended

May 31, 2026 May 31, 2025

(in millions of U.S.

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Interest Income

Interest income for the second quarter of fiscal 2026 was $79 million, an increase of $2 million, or 3%, over the second quarter of fiscal 2025.

Interest income for the six months ended February 28, 2026 was $185 million, an increase of $33 million, or 21%, over the six months ended February 28, 2025.

The increase for the six months ended February 28, 2026 was primarily due to a higher average cash balance.

Interest income for the third quarter of fiscal 2026 was $75 million, a decrease of $4 million, or 5%, from the third quarter of fiscal 2025.

Interest income for the nine months ended May 31, 2026 was $260 million, an increase of $29 million, or 12%, over the nine months ended May 31, 2025.

The increase for the nine months ended May 31, 2026 was primarily due to a higher average cash balance.

Interest Expense

Interest expense for the second quarter of fiscal 2026 was $64 million, a decrease of $1 million, or 2%, from the second quarter of fiscal 2025.

Interest expense for the six months ended February 28, 2026 was $129 million, an increase of $34 million, or 36%, over the six months ended February 28, 2025.

The increase for the six months ended February 28, 2026 was primarily due to a higher average long-term debt balance.

Interest expense for the third quarter of fiscal 2026 was $71 million, an increase of $3 million, or 5%, over the third quarter of fiscal 2025.

Interest expense for the nine months ended May 31, 2026 was $200 million, an increase of $37 million, or 23%, over the nine months ended May 31, 2025.

The increase for the nine months ended May 31, 2026 was primarily due to a higher average long-term debt balance.

Other Income (Expense), net

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

During the second quarter of fiscal 2026, Other income (expense), net decreased $84 million from the second quarter of fiscal 2025 primarily due to lower gains on investments.

During the six months ended February 28, 2026, Other income (expense), net increased $8 million over the six months ended February 28, 2025.

During the three and nine months ended May 31, 2026, Other income (expense), net increased $13 million and $21 million over the three and nine months ended May 31, 2025, respectively, primarily due to lower foreign currency exchange losses.

Income Tax Expense

The effective tax rates for the second quarter of fiscal 2026 and 2025 were 24.3% and 20.4%, respectively.

The higher effective tax rate was primarily due to reduced tax benefits from share-based payments and final determinations of prior year taxes, partially offset by reduced tax expense from changes in the geographic distribution of earnings.

The effective tax rates for the six months ended February 28, 2026 and 2025 were 24.4% and 21.1%, respectively.

The higher effective tax rate for the six months ended February 28, 2026 was primarily due to reduced tax benefits from adjustments to prior year tax liabilities and share-based payments.

The effective tax rates for the third quarter of fiscal 2026 and 2025 were 24.2% and 24.0%, respectively.

The effective tax rates for the nine months ended May 31, 2026 and 2025 were 24.3% and 22.1%, respectively.

The higher effective tax rate for the nine months ended May 31, 2026 was primarily due to reduced tax benefits from share-based payments and adjustments to prior year tax liabilities.

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

Excluding the business optimization costs of $308 million, and related reduction in tax expense of $57 million, our adjusted effective tax rate was 24.1% for the six months ended February 28, 2026.

Excluding the business optimization costs of $308 million, and related reduction in tax expense of $57 million, our adjusted effective tax rate was 24.1% for the nine months ended May 31, 2026.

Earnings Per Share

Diluted earnings per share were $2.93 for the second quarter of fiscal 2026, compared with $2.82 for the second quarter of fiscal 2025.

Diluted earnings per share were $6.47 for the six months ended February 28, 2026, compared with $6.42 for the six months ended February 28, 2025.

Diluted earnings per share were $3.80 for the third quarter of fiscal 2026, compared with $3.49 for the third quarter of fiscal 2025.

Diluted earnings per share were $10.27 for the nine months ended May 31, 2026, compared with $9.90 for the nine months ended May 31, 2025.

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

The increase in diluted earnings per share for the third quarter of fiscal 2026 compared to the third quarter of fiscal 2025 was due to the following factors:

ACCENTURE FORM 10-Q

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

The increase in diluted earnings per share for the second quarter of fiscal 2026 compared to the second quarter of fiscal 2025 was due to the following factors:

Three Months Ended

February 28, 2025 As Reported $ 2.82

May 31, 2025 As Reported $ 3.49

Higher revenue and operating results 0.23

Lower share count 0.09

Lower non-operating income (0.10)

Higher effective tax rate (0.01)

February 28, 2026 As Reported $ 2.93

May 31, 2026 As Reported $ 3.80

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

The business optimization costs of $250 million, net of related taxes, decreased diluted earnings per share by $0.40 for the six months ended February 28, 2026 .

Adjusted diluted earnings per share were $6.87 for the six months ended February 28, 2026.

Six Months Ended

February 28, 2025 As Reported $ 6.42

February 28, 2026 As Reported $ 6.47

The business optimization costs of $250 million, net of related taxes, decreased diluted earnings per share by $0.40 for the nine months ended May 31, 2026 .

Adjusted diluted earnings per share were $10.67 for the nine months ended May 31, 2026.

Nine Months Ended

May 31, 2025 As Reported $ 9.90

May 31, 2026 As Reported $ 10.27

Business optimization costs 0.49

Tax effect of business optimization costs (1) (0.09)

February 28, 2026 As Adjusted $ 6.87

May 31, 2026 As Adjusted $ 10.67

(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 adjusted diluted earnings per share for the six months ended February 28, 2026 compared to diluted earnings per share for the six months ended February 28, 2025 was due to the following factors:

Six Months Ended

February 28, 2025 As Reported $ 6.42

The increase in adjusted diluted earnings per share for the nine months ended May 31, 2026 compared to diluted earnings per share for the nine months ended May 31, 2025 was due to the following factors:

Nine Months Ended

May 31, 2025 As Reported $ 9.90

Higher revenue and operating results 0.83

Lower share count 0.20

Lower net income attributable to noncontrolling interests 0.01

Higher non-operating income 0.02

Lower net income attributable to noncontrolling interests 0.01

Higher effective tax rate (0.29)

February 28, 2026 As Adjusted $ 6.87

May 31, 2026 As Adjusted $ 10.67

Liquidity and Capital Resources

As of February 28, 2026, Cash and cash equivalents was $9.4 billion, compared with $11.5 billion as of August 31, 2025.

As of May 31, 2026, Cash and cash equivalents was $10.2 billion, compared with $11.5 billion as of August 31, 2025.

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

Six Months Ended

Nine Months Ended

(in millions of U.S.

dollars) February 28, 2026 February 28, 2025 Change

dollars) May 31, 2026 May 31, 2025 Change

Net cash provided by (used in):

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Operating activities:

The $1,606 million increase in operating cash flows was primarily due to changes in operating assets and liabilities, including higher collections on net client balances (receivables from clients, contract assets and deferred revenues).

The $1,708 million increase in operating cash flows was primarily due to higher net income, higher accruals for certain compensation payments reflected in accrued payroll and benefits, and the timing of vendor accruals and payments in accounts payable and other current and non-current liabilities.

ACCENTURE FORM 10-Q

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Financing activities:

The $5,871 million decrease in financing cash flows was primarily due to lower net proceeds from borrowings, as well as an increase in the net purchases of shares.

The $5,417 million increase in cash used was primarily due to lower net proceeds from borrowings and higher net purchases of shares.

For additional information, see Note 9 (Borrowings and Indebtedness) to our Consolidated Financial Statements under Item 1, “Financial Statements.”

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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 February 28, 2026, 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 May 31, 2026, 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 six months ended February 28, 2026 is as follows:

Our share purchase activity during the nine months ended May 31, 2026 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 six months ended February 28, 2026, 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 nine months ended May 31, 2026, as authorized under our various employee equity share plans, we acquired Accenture plc Class A ordinary shares primarily via share withholding for payroll tax obligations due from employees and former employees in connection with the delivery of Accenture plc Class A ordinary shares under those plans.

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

We intend to continue to use a significant portion of cash generated from operations for share repurchases during the remainder of fiscal 2026.

We intend to continue to use a portion of cash generated from operations for share repurchases during the remainder of fiscal 2026.

The number of shares ultimately repurchased under our open-market share purchase program may vary depending on numerous factors, including, without limitation, share price and other market conditions, our ongoing capital allocation planning, the levels of cash and debt balances, other demands for cash, such as acquisition activity, general economic and/or business conditions, and board and management discretion.

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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