埃森哲美股招股说明书(2026-07-10版)

Accenture Capital Inc. $300,000,000 Floating Rate Notes due 2029$1,000,000,000 4.750% Senior Notes due 2029$1,500,000,000 5.000% Senior Notes due 2031$1,100,000,000 5.300% Senior Notes due 2033$1,100,000,000 5.600% Senior Notes due 2036 with full and unconditional guaranteeas to payment of principal and interest byAccenture plc Accenture Capital Inc., a Delaware corporation (“Accenture Capital” or the “Issuer”), is offering $300,000,000 aggregate principal amount offloating rate notes due 2029 (the “Floating Rate Notes”), $1,000,000,000 aggregate principal amount of 4.750% senior notes due 2029 (the “2029Notes”), $1,500,000,000 aggregate principal amount of 5.000% senior notes due 2031 (the “2031 Notes”), $1,100,000,000 aggregate principal amountof 5.300% senior notes due 2033 (the “2033 Notes”) and $1,100,000,000 aggregate principal amount of 5.600% senior notes due 2036 (the “2036Notes”). The senior notes that bear interest at fixed rates are collectively referred to as the “Fixed Rate Notes,” and the Fixed Rate Notes together withthe Floating Rate Notes are collectively referred to as the “Notes.” The Floating Rate Notes will mature on July 10, 2029. The 2029 Notes will matureon July 10, 2029. The 2031 Notes will mature on July 10, 2031. The 2033 Notes will mature on July 10, 2033. The 2036 Notes will mature on July 10,2036. Accenture Capital will pay interest on the Fixed Rate Notes semi-annually in arrears on each January 10 and July 10, commencing on January 10,2027, and will pay interest on the Floating Rate Notes quarterly in arrears on each January 10, April 10, July 10 and October 10, commencing onOctober 10, 2026. The Floating Rate Notes will bear interest at a floating rate equal to Compounded SOFR (as defined herein), reset quarterly, plus 70basis points per annum, as described under “Description of the Notes and the Guarantee—Floating Rate Notes—Interest on the Floating Rate Notes.”The Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Floating Rate Notes will not beredeemable at the Issuer’s option prior to maturity, other than pursuant to the Optional Tax Redemption described below. Accenture Capital may redeemthe Fixed Rate Notes of any series at any time, and some of the Fixed Rate Notes from time to time, at the redemption prices for the applicable series setforth in this prospectus supplement under “Description of the Notes and the Guarantee—Optional Redemption.” Accenture Capital may also redeem allof the Fixed Rate Notes of a series at a redemption price equal to 100% of the principal amount of the Notes of such series plus accrued and unpaidinterest, if any, to the redemption date in the event of certain changes in respect of withholding taxes applicable to the Guarantee (as defined below), asdescribed in this prospectus supplement under “Description of the Notes and the Guarantee—Optional Tax Redemption.” The Notes will be fully and unconditionally guaranteed (the “Guarantee”) by Accenture plc, an Irish public limited company (“Accenture plc” orthe “Guarantor”). Accenture Capital is an indirect wholly owned subsidiary of Accenture plc. The Notes will be Accenture Capital’s general unsecured and unsubordinated obligations and will rank equally in right of payment with each otherand with all of Accenture Capital’s other existing and future unsecured and unsubordinated indebtedness. The Notes will not have the benefit of all ofthe covenants applicable to certain of Accenture Capital’s existing unsecured senior indebtedness. The Notes will be effectively subordinated to all of AccentureCapital’s existing and future secured indebtedness to the extent of the value of the assets securing any such indebtedness. The Guarantee will be the Guarantor’s general unsecured and unsubordinated obligation and will rank equally in right of payment with all of theGuarantor’s other existing and future unsecured and unsubordinated indebtedness. The Guarantee will not have the benefit of all of the covenantsapplicable to certain of the Guarantor’s existing unsecured senior debt. The Guarantee will be effectively subordinated to all of the Guarantor’s existingand future secured indebtedness to the extent of the value of the assets securing any such indebtedness. The Guarantee will be structurally subordinatedto all of the existing and future secured and unsecured indebtedness and other liabilities of the Guarantor’s subsidiaries. Investing in the Notes involves a high degree of risk. See “Risk Factors” beginning on page S-6 of this prospectussupplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Notes or passed uponthe adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. Currently, there are no public markets for the Notes, and we currently have no intention to apply to list th