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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



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

FOR THE QUARTERLY PERIOD ENDED May 31, 2010

OR



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

FOR THE TRANSITION PERIOD FROM             
TO

Commission File Number: 000-49713

Accenture SCA

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Luxembourg                                                     |  | 98-0351796                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)

46A, Avenue J.F. Kennedy

L-1855 Luxembourg

(Address of principal executive offices)

(352) 26 42 35 00

(Registrants telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
þ No  ̈

Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ̈ No  ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.



|                           |  |                                               |  |                          |  |                                   
|-------------------------- |  | --------------------------------------------- |  | ------------------------ |  | ----------------------------------
|Large accelerated filer   ̈ |  | Accelerated filer   ̈                          |  | Non-accelerated filer  þ |  | Smaller reporting filer company   ̈
|                           |  | (Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
 ̈ No þ

The number of shares
of the registrants Class I common shares, par value 1.25 per share, outstanding as of June 18, 2010 was 82,631,872 (which number does not include 966,404,192 issued shares held by the registrant or its general partner).









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##### Table of Contents

ACCENTURE SCA

INDEX



|                                                                                                     |  |     
|---------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                     |  | Page
|Part I. Financial Information                                                                        |  | 3   
|Item 1. Financial Statements                                                                         |  | 3   
|Consolidated Balance Sheets as of May 31, 2010 (Unaudited) and August 31, 2009                       |  | 3   
|Consolidated Income Statements (Unaudited) for the three and nine months ended May 31, 2010 and
2009 |  | 4   
|Consolidated Cash Flows Statements (Unaudited) for the nine months ended May 31, 2010 and
2009       |  | 5   
|Notes to Consolidated Financial Statements (Unaudited)                                               |  | 6   
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations        |  | 14  
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                                   |  | 27  
|Item 4. Controls and Procedures                                                                      |  | 27  
|Part II. Other Information                                                                           |  | 27  
|Item 1. Legal Proceedings                                                                            |  | 27  
|Item 1A. Risk Factors                                                                                |  | 28  
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                                  |  | 29  
|Item 3. Defaults upon Senior Securities                                                              |  | 31  
|Item 4. (Removed and Reserved)                                                                       |  | 31  
|Item 5. Other Information                                                                            |  | 31  
|Item 6. Exhibits                                                                                     |  | 31  
|Signatures                                                                                           |  | 32  



2



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##### Table of Contents

PART I  FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ACCENTURE SCA

CONSOLIDATED BALANCE SHEETS

May 31, 2010 and August 31, 2009

(In thousands of U.S. dollars, except share and per share amounts)



|                                                                                                                                                                                                                                                     |  |             |            |   |                |   |            |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | ---------- | - | -------------- | - | ---------- | -
|                                                                                                                                                                                                                                                     |  | May 31,2010 |            |   | August 31,2009 |  
|                                                                                                                                                                                                                                                     |  | (Unaudited) |            |   |                |  
|ASSETS                                                                                                                                                                                                                                               |  |             |            |   |                |   |            |  
|CURRENT ASSETS:                                                                                                                                                                                                                                      |  |             |            |   |                |   |            |  
|Cash and cash equivalents                                                                                                                                                                                                                            |  | $           | 4,312,111  |   |                | $ | 4,541,662  |  
|Short-term investments                                                                                                                                                                                                                               |  |             | 8,094      |   |                |   | 7,904      |  
|Receivables from clients, net                                                                                                                                                                                                                        |  |             | 2,350,493  |   |                |   | 2,251,341  |  
|Unbilled services, net                                                                                                                                                                                                                               |  |             | 1,165,857  |   |                |   | 1,110,444  |  
|Deferred income taxes, net                                                                                                                                                                                                                           |  |             | 510,065    |   |                |   | 479,662    |  
|Other current assets                                                                                                                                                                                                                                 |  |             | 496,770    |   |                |   | 599,501    |  
|                                                                                                                                                                                                                                                     |  |             |            |   |                |   |            |  
|Total current assets                                                                                                                                                                                                                                 |  |             | 8,843,390  |   |                |   | 8,990,514  |  
|                                                                                                                                                                                                                                                     |  |             |            |   |                |   |            |  
|NON-CURRENT ASSETS:                                                                                                                                                                                                                                  |  |             |            |   |                |   |            |  
|Unbilled services, net                                                                                                                                                                                                                               |  |             | 57,507     |   |                |   | 94,496     |  
|Investments                                                                                                                                                                                                                                          |  |             | 39,590     |   |                |   | 29,011     |  
|Property and equipment, net                                                                                                                                                                                                                          |  |             | 625,534    |   |                |   | 701,144    |  
|Goodwill                                                                                                                                                                                                                                             |  |             | 805,282    |   |                |   | 825,152    |  
|Deferred contract costs                                                                                                                                                                                                                              |  |             | 502,313    |   |                |   | 531,777    |  
|Deferred income taxes, net                                                                                                                                                                                                                           |  |             | 707,193    |   |                |   | 745,228    |  
|Other non-current assets                                                                                                                                                                                                                             |  |             | 336,849    |   |                |   | 338,412    |  
|                                                                                                                                                                                                                                                     |  |             |            |   |                |   |            |  
|Total non-current assets                                                                                                                                                                                                                             |  |             | 3,074,268  |   |                |   | 3,265,220  |  
|                                                                                                                                                                                                                                                     |  |             |            |   |                |   |            |  
|TOTAL ASSETS                                                                                                                                                                                                                                         |  | $           | 11,917,658 |   |                | $ | 12,255,734 |  
|                                                                                                                                                                                                                                                     |  |             |            |   |                |   |            |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                                                                                                 |  |             |            |   |                |   |            |  
|CURRENT LIABILITIES:                                                                                                                                                                                                                                 |  |             |            |   |                |   |            |  
|Current portion of long-term debt and bank borrowings                                                                                                                                                                                                |  | $           | 573        |   |                | $ | 594        |  
|Accounts payable                                                                                                                                                                                                                                     |  |             | 683,094    |   |                |   | 717,379    |  
|Deferred revenues                                                                                                                                                                                                                                    |  |             | 1,688,069  |   |                |   | 1,725,179  |  
|Accrued payroll and related benefits                                                                                                                                                                                                                 |  |             | 2,409,544  |   |                |   | 2,423,883  |  
|Accrued consumption taxes                                                                                                                                                                                                                            |  |             | 159,576    |   |                |   | 231,501    |  
|Income taxes payable                                                                                                                                                                                                                                 |  |             | 241,405    |   |                |   | 261,058    |  
|Deferred income taxes, net                                                                                                                                                                                                                           |  |             | 25,906     |   |                |   | 21,053     |  
|Other accrued liabilities                                                                                                                                                                                                                            |  |             | 620,887    |   |                |   | 858,312    |  
|                                                                                                                                                                                                                                                     |  |             |            |   |                |   |            |  
|Total current liabilities                                                                                                                                                                                                                            |  |             | 5,829,054  |   |                |   | 6,238,959  |  
|                                                                                                                                                                                                                                                     |  |             |            |   |                |   |            |  
|NON-CURRENT LIABILITIES:                                                                                                                                                                                                                             |  |             |            |   |                |   |            |  
|Long-term debt                                                                                                                                                                                                                                       |  |             | 198        |   |                |   | 361        |  
|Deferred revenues relating to contract costs                                                                                                                                                                                                         |  |             | 475,770    |   |                |   | 536,065    |  
|Retirement obligation                                                                                                                                                                                                                                |  |             | 673,661    |   |                |   | 678,333    |  
|Deferred income taxes, net                                                                                                                                                                                                                           |  |             | 72,008     |   |                |   | 71,941     |  
|Income taxes payable                                                                                                                                                                                                                                 |  |             | 1,198,083  |   |                |   | 1,102,589  |  
|Other non-current liabilities                                                                                                                                                                                                                        |  |             | 207,484    |   |                |   | 241,280    |  
|                                                                                                                                                                                                                                                     |  |             |            |   |                |   |            |  
|Total non-current liabilities                                                                                                                                                                                                                        |  |             | 2,627,204  |   |                |   | 2,630,569  |  
|                                                                                                                                                                                                                                                     |  |             |            |   |                |   |            |  
|COMMITMENTS AND CONTINGENCIES                                                                                                                                                                                                                        |  |             |            |   |                |   |            |  
|SHAREHOLDERS EQUITY:                                                                                                                                                                                                                                |  |             |            |   |                |   |            |  
|Class I common shares, par value 1.25 euros per share, 40,000,000,000 and 10,000,000,000 shares authorized, 1,049,032,064 and
106,381,895 shares issued as of May 31, 2010 and August 31, 2009, respectively                                         |  |             | 1,704,162  |   |                |   | 119,222    |  
|Class II common shares, par value 1.25 euros per share, zero and 20,000,000,000 shares authorized, zero and 494,880,698 shares
issued as of May 31, 2010 and August 31, 2009, respectively                                                           |  |             |           |   |                |   | 567,893    |  
|Class III, including Class III-A through -N lettered sub-series common shares, par value 1.25 euros per share, zero and
10,000,000,000 shares authorized, zero and 893,162,100 shares    issued as of May 31, 2010 and August 31, 2009, respectively |  |             |           |   |                |   | 1,017,046  |  
|Restricted share units (related to Accenture plc Class A ordinary shares)                                                                                                                                                                            |  |             | 971,150    |   |                |   | 870,699    |  
|Additional paid-in capital                                                                                                                                                                                                                           |  |             | 4,603,344  |   |                |   | 4,437,327  |  
|Treasury shares, at cost: 296,185,419 Class I common shares as of May 31, 2010; 23,922,390 Class II common shares and
279,268,707 Class III common shares as of August 31, 2009                                                                      |  |             | (9,785,875 | ) |                |   | (8,838,212 | )
|Investment in Accenture plc shares, at cost, 33,610,155 and 37,977,064 shares as of May 31, 2010 and August 31, 2009,
respectively                                                                                                                   |  |             | (1,113,932 | ) |                |   | (1,275,426 | )
|Retained earnings                                                                                                                                                                                                                                    |  |             | 7,288,213  |   |                |   | 6,645,428  |  
|Accumulated other comprehensive loss                                                                                                                                                                                                                 |  |             | (284,039   | ) |                |   | (227,178   | )
|                                                                                                                                                                                                                                                     |  |             |            |   |                |   |            |  
|Total Accenture SCA shareholders equity                                                                                                                                                                                                             |  |             | 3,383,023  |   |                |   | 3,316,799  |  
|Noncontrolling interests                                                                                                                                                                                                                             |  |             | 78,377     |   |                |   | 69,407     |  
|                                                                                                                                                                                                                                                     |  |             |            |   |                |   |            |  
|Total shareholders equity                                                                                                                                                                                                                           |  |             | 3,461,400  |   |                |   | 3,386,206  |  
|                                                                                                                                                                                                                                                     |  |             |            |   |                |   |            |  
|TOTAL LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                                                                                                           |  | $           | 11,917,658 |   |                | $ | 12,255,734 |  
|                                                                                                                                                                                                                                                     |  |             |            |   |                |   |            |  

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



3



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##### Table of Contents

ACCENTURE SCA

CONSOLIDATED INCOME STATEMENTS

Three and Nine Months Ended May 31, 2010 and 2009

(In thousands of U.S. dollars, except per share amounts)

(Unaudited)



|                                                                                      |  |                           |           |   |                          |   |           |      |  |   |            |   |  |   |            |  
|------------------------------------------------------------------------------------- |  | ------------------------- | --------- | - | ------------------------ | - | --------- | ---- |  | - | ---------- | - |  | - | ---------- | -
|                                                                                      |  | Three Months EndedMay 31, |           |   | Nine Months
EndedMay 31, |  
|                                                                                      |  | 2010                      |           |   | 2009                     |   |           | 2010 |  |   | 2009       |  
|REVENUES:                                                                             |  |                           |           |   |                          |   |           |      |  |   |            |   |  |   |            |  
|Revenues before reimbursements (Net revenues)                                       |  | $                         | 5,571,017 |   |                          | $ | 5,145,093 |      |  | $ | 16,129,987 |   |  | $ | 16,430,914 |  
|Reimbursements                                                                        |  |                           | 404,478   |   |                          |   | 392,255   |      |  |   | 1,131,018  |   |  |   | 1,234,605  |  
|                                                                                      |  |                           |           |   |                          |   |           |      |  |   |            |   |  |   |            |  
|Revenues                                                                              |  |                           | 5,975,495 |   |                          |   | 5,537,348 |      |  |   | 17,261,005 |   |  |   | 17,665,519 |  
|OPERATING EXPENSES:                                                                   |  |                           |           |   |                          |   |           |      |  |   |            |   |  |   |            |  
|Cost of services:                                                                     |  |                           |           |   |                          |   |           |      |  |   |            |   |  |   |            |  
|Cost of services before reimbursable expenses                                         |  |                           | 3,639,367 |   |                          |   | 3,474,466 |      |  |   | 10,724,052 |   |  |   | 11,250,154 |  
|Reimbursable expenses                                                                 |  |                           | 404,478   |   |                          |   | 392,255   |      |  |   | 1,131,018  |   |  |   | 1,234,605  |  
|                                                                                      |  |                           |           |   |                          |   |           |      |  |   |            |   |  |   |            |  
|Cost of services                                                                      |  |                           | 4,043,845 |   |                          |   | 3,866,721 |      |  |   | 11,855,070 |   |  |   | 12,484,759 |  
|Sales and marketing                                                                   |  |                           | 714,487   |   |                          |   | 524,879   |      |  |   | 1,959,733  |   |  |   | 1,607,297  |  
|General and administrative costs                                                      |  |                           | 410,057   |   |                          |   | 410,532   |      |  |   | 1,235,513  |   |  |   | 1,355,912  |  
|Reorganization costs (benefits), net                                                  |  |                           | 3,276     |   |                          |   | 3,176     |      |  |   | 9,478      |   |  |   | (6,728     | )
|                                                                                      |  |                           |           |   |                          |   |           |      |  |   |            |   |  |   |            |  
|Total operating expenses                                                              |  |                           | 5,171,665 |   |                          |   | 4,805,308 |      |  |   | 15,059,794 |   |  |   | 15,441,240 |  
|                                                                                      |  |                           |           |   |                          |   |           |      |  |   |            |   |  |   |            |  
|OPERATING INCOME                                                                      |  |                           | 803,830   |   |                          |   | 732,040   |      |  |   | 2,201,211  |   |  |   | 2,224,279  |  
|(Loss) gain on investments, net                                                       |  |                           | (3        | ) |                          |   | (157      | )    |  |   | 29         |   |  |   | 1,084      |  
|Interest income                                                                       |  |                           | 7,401     |   |                          |   | 8,649     |      |  |   | 21,375     |   |  |   | 42,000     |  
|Interest expense                                                                      |  |                           | (2,061    | ) |                          |   | (3,285    | )    |  |   | (11,061    | ) |  |   | (9,899     | )
|Other (expense) income, net                                                           |  |                           | (5,887    | ) |                          |   | 10,524    |      |  |   | (13,779    | ) |  |   | (2,210     | )
|                                                                                      |  |                           |           |   |                          |   |           |      |  |   |            |   |  |   |            |  
|INCOME BEFORE INCOME TAXES                                                            |  |                           | 803,280   |   |                          |   | 747,771   |      |  |   | 2,197,775  |   |  |   | 2,255,254  |  
|Provision for income taxes                                                            |  |                           | 239,761   |   |                          |   | 211,242   |      |  |   | 647,579    |   |  |   | 623,084    |  
|                                                                                      |  |                           |           |   |                          |   |           |      |  |   |            |   |  |   |            |  
|NET INCOME                                                                            |  |                           | 563,519   |   |                          |   | 536,529   |      |  |   | 1,550,196  |   |  |   | 1,632,170  |  
|Net income attributable to noncontrolling interests in Accenture Canada Holdings Inc. |  |                           | (1,534    | ) |                          |   | (1,651    | )    |  |   | (4,365     | ) |  |   | (5,155     | )
|Net income attributable to noncontrolling interests  other                           |  |                           | (6,023    | ) |                          |   | (4,702    | )    |  |   | (15,672    | ) |  |   | (13,573    | )
|                                                                                      |  |                           |           |   |                          |   |           |      |  |   |            |   |  |   |            |  
|NET INCOME ATTRIBUTABLE TO ACCENTURE SCA                                              |  | $                         | 555,962   |   |                          | $ | 530,176   |      |  | $ | 1,530,159  |   |  | $ | 1,613,442  |  
|                                                                                      |  |                           |           |   |                          |   |           |      |  |   |            |   |  |   |            |  
|Cash dividends per share                                                              |  | $                         | 0.375     |   |                          | $ |          |      |  | $ | 1.125      |   |  | $ | 0.50       |  

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



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ACCENTURE SCA

CONSOLIDATED CASH FLOWS STATEMENTS

Nine Months Ended May 31, 2010 and 2009

(In thousands of U.S. dollars)

(Unaudited)



|                                                                                   |  |      |            |   |      |   |            |  
|---------------------------------------------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | -
|                                                                                   |  | 2010 |            |   | 2009 |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                              |  |      |            |   |      |   |            |  
|Net income                                                                         |  | $    | 1,550,196  |   |      | $ | 1,632,170  |  
|Adjustments to reconcile Net income to Net cash provided by operating activities  |  |      |            |   |      |   |            |  
|Depreciation, amortization and asset impairments                                   |  |      | 349,730    |   |      |   | 371,009    |  
|Reorganization costs (benefits), net                                               |  |      | 9,478      |   |      |   | (6,728     | )
|Share-based compensation expense                                                   |  |      | 326,629    |   |      |   | 342,835    |  
|Deferred income taxes, net                                                         |  |      | (24,287    | ) |      |   | 1,354      |  
|Other, net                                                                         |  |      | (9,507     | ) |      |   | 79,240     |  
|Change in assets and liabilities, net of acquisitions                             |  |      |            |   |      |   |            |  
|Receivables from clients, net                                                      |  |      | (268,290   | ) |      |   | 445,037    |  
|Unbilled services, current and non-current                                         |  |      | (134,891   | ) |      |   | 188,061    |  
|Other current and non-current assets                                               |  |      | (21,472    | ) |      |   | (98,119    | )
|Accounts payable                                                                   |  |      | (13,173    | ) |      |   | (334,408   | )
|Deferred revenues, current and non-current                                         |  |      | 126,536    |   |      |   | (126,124   | )
|Accrued payroll and related benefits                                               |  |      | 129,865    |   |      |   | (389,602   | )
|Income taxes payable, current and non-current                                      |  |      | 85,369     |   |      |   | 70,461     |  
|Other current and non-current liabilities                                          |  |      | (266,168   | ) |      |   | (61,798    | )
|                                                                                   |  |      |            |   |      |   |            |  
|Net cash provided by operating activities                                          |  |      | 1,840,015  |   |      |   | 2,113,388  |  
|                                                                                   |  |      |            |   |      |   |            |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                              |  |      |            |   |      |   |            |  
|Proceeds from maturities and sales of available-for-sale investments               |  |      | 9,380      |   |      |   | 20,175     |  
|Purchases of available-for-sale investments                                        |  |      | (11,165    | ) |      |   | (1,677     | )
|Proceeds from sales of property and equipment                                      |  |      | 3,083      |   |      |   | 3,269      |  
|Purchases of property and equipment                                                |  |      | (136,613   | ) |      |   | (168,134   | )
|Purchases of businesses and investments, net of cash acquired                      |  |      | (28,530    | ) |      |   | (5,388     | )
|Proceeds from sale of business, net of cash transferred                            |  |      |           |   |      |   | 2,163      |  
|                                                                                   |  |      |            |   |      |   |            |  
|Net cash used in investing activities                                              |  |      | (163,845   | ) |      |   | (149,592   | )
|                                                                                   |  |      |            |   |      |   |            |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                              |  |      |            |   |      |   |            |  
|Proceeds from issuance of common shares                                            |  |      | 285,047    |   |      |   | 341,623    |  
|Purchases of common shares                                                         |  |      | (1,226,341 | ) |      |   | (1,637,957 | )
|Repayments of long-term debt, net                                                  |  |      | (550       | ) |      |   | (1,477     | )
|Proceeds (repayments) of short-term borrowings, net                                |  |      | 393        |   |      |   | (4,788     | )
|Cash dividends paid                                                                |  |      | (824,148   | ) |      |   | (70,745    | )
|Excess tax benefits from share-based payment arrangements                          |  |      | 55,851     |   |      |   | 30,856     |  
|Other, net                                                                         |  |      | (12,872    | ) |      |   | (44,412    | )
|                                                                                   |  |      |            |   |      |   |            |  
|Net cash used in financing activities                                              |  |      | (1,722,620 | ) |      |   | (1,386,900 | )
|Effect of exchange rate changes on cash and cash equivalents                       |  |      | (183,101   | ) |      |   | (177,197   | )
|                                                                                   |  |      |            |   |      |   |            |  
|NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                               |  |      | (229,551   | ) |      |   | 399,699    |  
|CASH AND CASH EQUIVALENTS, beginning of period                                     |  |      | 4,541,662  |   |      |   | 3,602,760  |  
|                                                                                   |  |      |            |   |      |   |            |  
|CASH AND CASH EQUIVALENTS, end of period                                           |  | $    | 4,312,111  |   |      | $ | 4,002,459  |  
|                                                                                   |  |      |            |   |      |   |            |  

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



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##### Table of Contents

ACCENTURE SCA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

(Unaudited)

1. BASIS
OF PRESENTATION

The accompanying unaudited interim Consolidated Financial Statements of Accenture SCA, a Luxembourg
partnership limited by shares, and its controlled subsidiary companies (collectively, the Company) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for quarterly reports
on Form 10-Q and do not include all of the information and note disclosures required by U.S. generally accepted accounting principles (U.S. GAAP) for complete financial statements. These Consolidated Financial Statements should therefore
be read in conjunction with the Consolidated Financial Statements and Notes thereto for the fiscal year ended August 31, 2009 included in the Companys Annual Report on Form 10-K filed with the SEC on October 19, 2009.

The accompanying unaudited interim Consolidated Financial Statements have been prepared in accordance with U.S. GAAP, which requires
management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying disclosures. Although these estimates are based on managements best knowledge of current events and actions
that the Company may undertake in the future, actual results may be different from those estimates. The Consolidated Financial Statements reflect all adjustments of a normal, recurring nature that are, in the opinion of management, necessary for a
fair presentation of results for these interim periods. The results of operations for the three and nine months ended May 31, 2010 are not necessarily indicative of the results that may be expected for the fiscal year ending August 31,
2010.

Certain prior-period amounts have been reclassified to conform to the current-period presentation.In addition,
on September 1, 2009, the Company streamlined its approach to capturing time spent on business-development activities. This resulted in a greater amount of payroll costs for the Companys client-services personnel being recorded in Sales
and marketing rather than Cost of services. The Company has not reclassified fiscal 2009 amounts to conform to the fiscal 2010 presentation, as it would be impractical to do so.

The Company has evaluated events and transactions subsequent to the balance sheet date. Based on this evaluation, the Company is not
aware of any events or transactions that occurred subsequent to the balance sheet date but prior to filing that would require recognition or disclosure in its Consolidated Financial Statements.

Accenture plc (Accenture) is a holding company incorporated in Ireland with no material assets other than Accenture SCA Class
I common shares. Accenture acts as the sole general partner of the Company and owns a majority voting interest in the Company. Information regarding various aspects of the activities of Accenture are described in these notes as they affect the
financial results and conditions of the company.

Allowances for Client Receivables and Unbilled Services

As of May 31, 2010 and August 31, 2009, total allowances for client receivables and unbilled services were
$103,074 and $101,517, respectively.

Accumulated Depreciation

As of May 31, 2010 and August 31, 2009, total accumulated depreciation was $1,653,187 and $1,639,873, respectively.

Recently Adopted Accounting Pronouncements

On September 1, 2009, the Company adopted guidance issued by the Financial Accounting Standards Board (FASB) on business
combinations. The guidance establishes principles and requirements for: recognizing and measuring the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree; recognizing and measuring the goodwill
acquired in the business combination or a gain from a bargain purchase; expensing acquisition-related costs as incurred; and determining what information to disclose to enable users of the financial statements to evaluate the nature and financial
effects of the business combination. The adoption of the guidance on business combinations did not have a material impact on the Companys Consolidated Financial Statements.

On September 1, 2009, the Company adopted guidance issued by the FASB on noncontrolling interests, which establishes accounting and
reporting standards requiring the noncontrolling interest in a subsidiary (previously referred to as minority interest) to be presented as a separate component in the shareholders equity section of the Consolidated Balance Sheet. As required,
the guidance on noncontrolling interests was applied prospectively with the exception of presentation and disclosure requirements, which were applied retrospectively for all periods presented. For additional information, see Note 6
(Shareholders Equity) to these Consolidated Financial Statements.



6



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##### Table of Contents

ACCENTURE SCA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

(Unaudited)



2. INCOME TAXES

Effective Tax Rate

The Companys effective tax rates for the three months ended May 31, 2010 and 2009 were 29.8% and 28.2%, respectively. The
Companys effective tax rates for the nine months ended May 31, 2010 and 2009 were 29.5% and 27.6%, respectively. The effective tax rate for the three months ended May 31, 2010 includes lower benefits related to final determinations
of prior-year tax liabilities, compared with the third quarter of fiscal 2009. This was partially offset by benefits related to changes in the geographic mix of income. The effective tax rate for the nine months ended May 31, 2010 is higher
than the effective tax rate for the nine months ended May 31, 2009 primarily as a result of higher benefits related to final determinations and other adjustments to prior-year tax liabilities recorded during the nine months ended May 31,
2009. This was partially offset by benefits related to changes in the geographic mix of income.

3. RESTRUCTURING AND REORGANIZATION COSTS,
NET

Restructuring

The Companys restructuring activity was as follows:



|                                             |  |                           |          |   |                       |   |         |                            |  |   |                               |   |  |   |          |  
|-------------------------------------------- |  | ------------------------- | -------- | - | --------------------- | - | ------- | -------------------------- |  | - | ----------------------------- | - |  | - | -------- | -
|                                             |  | 2009 WorkforceRealignment |          |   | 2009 SpaceAbandonment |   |         | Other SpaceAbandonment (1) |  |   | Nine Months EndedMay 31,
2010 |  
|Restructuring liability, beginning of period |  | $                         | 142,068  |   |                       | $ | 88,811  |                            |  | $ | 34,764                        |   |  | $ | 265,643  |  
|Payments made                                |  |                           | (120,288 | ) |                       |   | (24,688 | )                          |  |   | (3,152                        | ) |  |   | (148,128 | )
|Other (2)                                    |  |                           | (12,978  | ) |                       |   | (3,706  | )                          |  |   | (946                          | ) |  |   | (17,630  | )
|                                             |  |                           |          |   |                       |   |         |                            |  |   |                               |   |  |   |          |  
|Restructuring liability, end of period       |  | $                         | 8,802    |   |                       | $ | 60,417  |                            |  | $ | 30,666                        |   |  | $ | 99,885   |  
|                                             |  |                           |          |   |                       |   |         |                            |  |   |                               |   |  |   |          |  



|(1) | Relates to 2002 and 2004 restructurings.
|--- | ----------------------------------------



|(2) | Other represents changes in estimates, imputed interest and foreign currency translation.
|--- | -----------------------------------------------------------------------------------------

The restructuring liabilities as of May 31, 2010 were $99,885, of which $33,268 was included in Other accrued liabilities and
$66,617 was included in Other non-current liabilities. The Company expects to pay the remaining workforce realignment liabilities within nine months. The remaining space abandonment liabilities represent the net present value of estimated
obligations for operating leases on abandoned office space.

Reorganization

In fiscal 2001, the Company accrued reorganization liabilities in connection with its transition to a corporate structure. These
liabilities included certain non-income tax liabilities, such as stamp taxes, as well as liabilities for certain individual income tax exposures related to the transfer of interests in certain entities to the Company as part of the reorganization.
These primarily represent unusual and disproportionate individual income tax exposures assumed by certain, but not all, of the Companys shareholders and partners in certain tax jurisdictions specifically related to the transfer of their
partnership interests in certain entities to the Company as part of the reorganization. (Prior to fiscal 2005, the Company referred to its highest-level employees with the partner title and the Company continues to use the term
partner to refer to these persons in certain situations related to its reorganization and the period prior to its incorporation.) The Company identified certain shareholders and partners who may incur such unusual and disproportionate
financial damage in certain jurisdictions. These include shareholders and partners who were subject to tax in their jurisdiction on items of income arising from the reorganization transaction that were not taxable for most other shareholders and
partners. In addition, certain other shareholders and partners were subject to a different rate or amount of tax than other shareholders or partners in the same jurisdiction. When additional taxes are assessed on these shareholders or partners in
connection with these transfers, the Company has made and intends to make payments, and in one country has contractually committed, to reimburse certain costs associated with the assessment either to the shareholder or partner, or to the taxing
authority. The Company has recorded reorganization expense and the related liability where such liabilities are probable. Interest accruals are made to cover reimbursement of interest on such tax assessments.



7



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##### Table of Contents

ACCENTURE SCA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

(Unaudited)



The Companys reorganization activity was as follows:



|                                              |  |                           |         |                          |      |   |         |  |   |         |   |  |   |         |  
|--------------------------------------------- |  | ------------------------- | ------- | ------------------------ | ---- | - | ------- |  | - | ------- | - |  | - | ------- | -
|                                              |  | Three Months EndedMay
31, |         | Nine Months EndedMay
31, |     
|                                              |  | 2010                      |         |                          | 2009 |   | 2010    |  |   | 2009    |  
|Reorganization liability, beginning of period |  | $                         | 288,118 |                          |      | $ | 258,354 |  | $ | 296,104 |   |  | $ | 308,694 |  
|Final determinations (1)                      |  |                           |        |                          |      |   |        |  |   | (743    | ) |  |   | (23,479 | )
|Changes in estimates                          |  |                           |        |                          |      |   |        |  |   |        |   |  |   | 7,297   |  
|                                              |  |                           |         |                          |      |   |         |  |   |         |   |  |   |         |  
|Benefits recorded                             |  |                           |        |                          |      |   |        |  |   | (743    | ) |  |   | (16,182 | )
|Interest expense accrued                      |  |                           | 3,276   |                          |      |   | 3,176   |  |   | 10,221  |   |  |   | 9,454   |  
|Payments                                      |  |                           |        |                          |      |   |        |  |   |        |   |  |   |        |  
|Foreign currency translation adjustments      |  |                           | (26,823 | )                        |      |   | 25,167  |  |   | (41,011 | ) |  |   | (15,269 | )
|                                              |  |                           |         |                          |      |   |         |  |   |         |   |  |   |         |  
|Reorganization liability, end of period       |  | $                         | 264,571 |                          |      | $ | 286,697 |  | $ | 264,571 |   |  | $ | 286,697 |  
|                                              |  |                           |         |                          |      |   |         |  |   |         |   |  |   |         |  



|(1) | Includes final agreements with tax authorities and expirations of statues of limitations.
|--- | -----------------------------------------------------------------------------------------

As of May 31, 2010, reorganization liabilities of $255,067 were included in Other accrued liabilities because expirations of
statutes of limitations or other final determinations could occur within 12 months, and reorganization liabilities of $9,504 were included in Other non-current liabilities. Timing of the resolution of tax audits or the initiation of additional
litigation and/or criminal tax proceedings may delay final resolution. Final resolution, through settlement, conclusion of legal proceedings or a tax authoritys decision not to pursue a claim, will result in payment by the Company of amounts
in settlement or judgment of these matters and/or recording of a reorganization benefit or cost in the Companys Consolidated Income Statement. It is possible the aggregate amount of such payments in connection with resolution of all such
proceedings could exceed the currently recorded amounts. As of May 31, 2010, only a small number of jurisdictions remain that have active audits/investigations or open statutes of limitations, and only one is significant. In that jurisdiction,
current and former partners, and the Company, are engaged in disputes with tax authorities in connection with the corporate reorganization in 2001, some of which are expected to result in litigation. These individuals and the Company intend to
vigorously defend their positions.

4. BUSINESS COMBINATIONS AND GOODWILL

The changes in the carrying amount of goodwill by reportable operating segment were as follows:



|                            |  |                |         |                            |   |                                       |  |   |             |   |  |   |        
|--------------------------- |  | -------------- | ------- | -------------------------- | - | ------------------------------------- |  | - | ----------- | - |  | - | -------
|                            |  | August 31,2009 |         | Additions/Adjustments 
(2) |   | ForeignCurrencyTranslationAdjustments |  |   | May 31,2010
|Communications & High Tech  |  | $              | 154,903 |                            | $ | 992                                   |  | $ | (11,347     | ) |  | $ | 144,548
|Financial Services          |  |                | 140,364 |                            |   | 1,601                                 |  |   | (4,017      | ) |  |   | 137,948
|Health & Public Service (1) |  |                | 274,912 |                            |   | 5,511                                 |  |   | (3,759      | ) |  |   | 276,664
|Products (1)                |  |                | 182,442 |                            |   | 1,057                                 |  |   | (9,151      | ) |  |   | 174,348
|Resources                   |  |                | 72,531  |                            |   | 812                                   |  |   | (1,569      | ) |  |   | 71,774 
|                            |  |                |         |                            |   |                                       |  |   |             |   |  |   |        
|Total                       |  | $              | 825,152 |                            | $ | 9,973                                 |  | $ | (29,843     | ) |  | $ | 805,282
|                            |  |                |         |                            |   |                                       |  |   |             |   |  |   |        



|(1) | On September 1, 2009, the Company formed the Health & Public Service operating group by combining various healthcare-related components of its Products
operating group with its Public Service operating group. Prior-period amounts have been reclassified to conform to the current-period presentation.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Additions/Adjustments primarily relate to immaterial acquisitions made during the nine months ended May 31, 2010.
|--- | -----------------------------------------------------------------------------------------------------------------

5. SHAREHOLDERS EQUITY

Class
I, Class II and Class III common shares

On November 16, 2009, the shareholders of Accenture SCA approved amendments
to Accenture SCAs articles of association that reclassified all of the Class II common shares and Class III common shares (including the Class III letter shares) of Accenture SCA, which were all held by Accenture, into Class I common shares.
The Class I common shares into which these Class II and III common shares were reclassified have the same rights as the Class I common shares that existed prior to November 16, 2009, including being entitled to the payment of cash dividends.



8



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##### Table of Contents

ACCENTURE SCA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

(Unaudited)



Accenture plc

On September 1, 2009, all of the outstanding Class A and Class X common shares of Accenture Ltd were cancelled and Accenture
issued Class A and Class X ordinary shares on a one-for-one basis to the holders of the cancelled Accenture Ltd Class A and Class X common shares, as applicable. As a result, Accenture SCA Class I common shares and Accenture Canada
Holdings Inc. exchangeable shares, which were redeemable for, at the Companys election, cash or Accenture Ltd Class A common shares based on the market price of an Accenture Ltd Class A common share at the time of the redemption, are
now redeemable for, at the Companys election, cash or Accenture plc Class A ordinary shares based on the market price of an Accenture plc Class A ordinary share at the time of redemption.

Material Transactions Affecting Shareholders Equity

The Companys shareholders equity activity for the nine months ended May 31, 2010 was as follows:



|                                                                      |  |                                                                                     |           |   |                 |   |            |                          |  |   |                  |   |  |                                   |           |   |                                       |   |          |                             |  |   |                          |   |  |   |         |   |  |   |            |  
|--------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------- | --------- | - | --------------- | - | ---------- | ------------------------ |  | - | ---------------- | - |  | --------------------------------- | --------- | - | ------------------------------------- | - | -------- | --------------------------- |  | - | ------------------------ | - |  | - | ------- | - |  | - | ---------- | -
|                                                                      |  | Class I, II and IIICommon Shares,Restricted ShareUnits
andAdditional Paid-inCapital |           |   | Treasury Shares |   |            | InvestmentinAccentureplc |  |   | RetainedEarnings |   |  | AccumulatedOtherComprehensiveLoss |           |   | Total AccentureSCAShareholdersEquity |   |          | NoncontrollingInterests (1) |  |   | TotalShareholdersEquity |  
|Balance as of August 31, 2009 (As reported)                           |  | $                                                                                   | 7,072,285 |   |                 | $ | (8,838,212 | )                        |  | $ | (1,275,426       | ) |  | $                                 | 6,645,428 |   |                                       | $ | (227,178 | )                           |  | $ | 3,376,897                |   |  | $ | 96,887  |   |  | $ | 3,473,784  |  
|Adoption of FASB guidance on noncontrollinginterests (1)              |  |                                                                                     | (60,098   | ) |                 |   |           |                          |  |   |                  |   |  |                                   |          |   |                                       |   |          |                             |  |   | (60,098                  | ) |  |   | (27,480 | ) |  |   | (87,578    | )
|                                                                      |  |                                                                                     |           |   |                 |   |            |                          |  |   |                  |   |  |                                   |           |   |                                       |   |          |                             |  |   |                          |   |  |   |         |   |  |   |            |  
|Balance as of August 31, 2009 (As adjusted)                           |  |                                                                                     | 7,012,187 |   |                 |   | (8,838,212 | )                        |  |   | (1,275,426       | ) |  |                                   | 6,645,428 |   |                                       |   | (227,178 | )                           |  |   | 3,316,799                |   |  |   | 69,407  |   |  |   | 3,386,206  |  
|Net income                                                            |  |                                                                                     |           |   |                 |   |            |                          |  |   |                  |   |  |                                   | 1,530,159 |   |                                       |   |          |                             |  |   | 1,530,159                |   |  |   | 20,037  |   |  |   | 1,550,196  |  
|Other comprehensive loss, net of tax and reclassification adjustments |  |                                                                                     |           |   |                 |   |            |                          |  |   |                  |   |  |                                   |           |   |                                       |   | (56,861  | )                           |  |   | (56,861                  | ) |  |   | (4,143  | ) |  |   | (61,004    | )
|Transfer of shares from Investment in Accenture plc (2)               |  |                                                                                     |           |   |                 |   |            |                          |  |   | 161,494          |   |  |                                   |           |   |                                       |   |          |                             |  |   | 161,494                  |   |  |   |         |   |  |   | 161,494    |  
|Purchases/redemptions of shares (2)(3)                                |  |                                                                                     | 12,476    |   |                 |   | (1,397,010 | )                        |  |   |                  |   |  |                                   |           |   |                                       |   |          |                             |  |   | (1,384,534               | ) |  |   | (3,301  | ) |  |   | (1,387,835 | )
|Share transactions related to employee share programs, net            |  |                                                                                     | 203,987   |   |                 |   | 449,347    |                          |  |   |                  |   |  |                                   |           |   |                                       |   |          |                             |  |   | 653,334                  |   |  |   | 767     |   |  |   | 654,101    |  
|Dividends (4)                                                         |  |                                                                                     | 52,351    |   |                 |   |            |                          |  |   |                  |   |  |                                   | (874,123  | ) |                                       |   |          |                             |  |   | (821,772                 | ) |  |   | (2,376  | ) |  |   | (824,148   | )
|Other, net                                                            |  |                                                                                     | (2,345    | ) |                 |   |            |                          |  |   |                  |   |  |                                   | (13,251   | ) |                                       |   |          |                             |  |   | (15,596                  | ) |  |   | (2,014  | ) |  |   | (17,610    | )
|                                                                      |  |                                                                                     |           |   |                 |   |            |                          |  |   |                  |   |  |                                   |           |   |                                       |   |          |                             |  |   |                          |   |  |   |         |   |  |   |            |  
|Balance as of May 31, 2010                                            |  | $                                                                                   | 7,278,656 |   |                 | $ | (9,785,875 | )                        |  | $ | (1,113,932       | ) |  | $                                 | 7,288,213 |   |                                       | $ | (284,039 | )                           |  | $ | 3,383,023                |   |  | $ | 78,377  |   |  | $ | 3,461,400  |  
|                                                                      |  |                                                                                     |           |   |                 |   |            |                          |  |   |                  |   |  |                                   |           |   |                                       |   |          |                             |  |   |                          |   |  |   |         |   |  |   |            |  



|(1) | On September 1, 2009 the Company adopted guidance issued by the FASB on noncontrolling interests. As a result, the Company decreased Additional paid-in capital by
$60,098 and Noncontrolling interests by $27,480 related to the fair value of its Avanade Inc. subsidiarys (Avanade) redeemable common stock and the intrinsic value of the options on redeemable common stock as of August 31,
2009, which are now classified as Other accrued liabilities. For additional information, see Note 8 (Commitments and Contingencies) to these Consolidated Financial Statements.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | During the nine months ended May 31, 2010, the Company transferred 4,353,339 Accenture plc Class A ordinary shares with a value of $161,494 to Accenture. As
consideration, the Company received 4,353,339 Accenture SCA Class I common shares with a value of $161,494 from Accenture, which are included in purchases/redemptions of shares. These redemptions were made in transactions unrelated to publicly
announced share plans or programs. This transaction was undertaken to facilitate other corporate purposes and included no cash outlay.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | During the nine months ended May 31, 2010, the Company repurchased 29,833,421 Class I common shares for $1,217,696 and 201,988 Accenture Canada Holdings Inc.
exchangeable shares for $8,645.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | The Companys dividend activity for the nine months ended May 31, 2010 was as follows:
|--- | --------------------------------------------------------------------------------------



|                      |  |                   |       |                                    |                  |                                                   |   |             |  |                  |  |                  |       |  |   |        
|--------------------- |  | ----------------- | ----- | ---------------------------------- | ---------------- | ------------------------------------------------- | - | ----------- |  | ---------------- |  | ---------------- | ----- |  | - | -------
|                      |  |                   |       | Accenture SCA Class I commonshares |                  | Accenture Canada Holdings Inc.exchangeable shares |   |            
|Dividend Payment Date |  | Dividend PerShare |       | Record Date                        |                  | Cash Outlay                                       |   | Record Date |  | Cash Outlay      |  | Total CashOutlay
|November 16, 2009     |  | $                 | 0.75  |                                    | October 13, 2009 |                                                   | $ | 549,827     |  | October 13, 2009 |  | $                | 1,615 |  | $ | 551,442
|May 14, 2010          |  | $                 | 0.375 |                                    | April 13, 2010   |                                                   |   | 271,945     |  | April 13, 2010   |  |                  | 761   |  |   | 272,706
|                      |  |                   |       |                                    |                  |                                                   |   |             |  |                  |  |                  |       |  |   |        
|Total Dividends       |  |                   |       |                                    |                  |                                                   | $ | 821,772     |  |                  |  | $                | 2,376 |  | $ | 824,148
|                      |  |                   |       |                                    |                  |                                                   |   |             |  |                  |  |                  |       |  |   |        

The payment of the cash dividends also resulted in the
issuance of additional restricted share units to holders of restricted share units.



9



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##### Table of Contents

ACCENTURE SCA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

(Unaudited)



On September 30, 2009, the Board of Directors of Accenture plc approved $4,000,000
in additional share repurchase authority, resulting in a total outstanding authority of $4,851,725. As of May 31, 2010, Accentures and the Companys aggregate available authorization for Accentures publicly announced
open-market share purchase program and the other share purchase programs was $3,625,384.

Other Share Redemptions

During the nine months ended May 31, 2010, Accenture issued 1,770,602 Accenture plc Class A ordinary shares upon redemptions of
an equivalent number of Accenture SCA Class I common shares pursuant to Accentures registration statement on Form S-3 (the registration statement). The registration statement allows Accenture, at the Companys option, to issue
freely tradable Accenture plc Class A ordinary shares in lieu of cash upon redemptions of Accenture SCA Class I common shares held by senior executives, former executives and their permitted transferees.

Comprehensive Income

The components of comprehensive income were as follows:



|                                                              |  |         |           |   |      |   |           |  
|------------------------------------------------------------- |  | ------- | --------- | - | ---- | - | --------- | -
|                                                              |  | May 31, |          
|                                                              |  | 2010    |           |   | 2009 |  
|Net income attributable to Accenture SCA                      |  | $       | 1,530,159 |   |      | $ | 1,613,442 |  
|Unrealized gains (losses) on cash flow hedges, net of tax     |  |         | 21,005    |   |      |   | (13,443   | )
|Unrealized (losses) gains on marketable securities, net       |  |         | (329      | ) |      |   | 144       |  
|Foreign currency translation adjustments, net of tax          |  |         | (85,003   | ) |      |   | (162,436  | )
|Defined benefit plans, net of tax                             |  |         | 7,466     |   |      |   | (1,036    | )
|                                                              |  |         |           |   |      |   |           |  
|Comprehensive income attributable to Accenture SCA            |  |         | 1,473,298 |   |      |   | 1,436,671 |  
|Comprehensive income attributable to noncontrolling interests |  |         | 15,894    |   |      |   | 19,617    |  
|                                                              |  |         |           |   |      |   |           |  
|Total comprehensive income                                    |  | $       | 1,489,192 |   |      | $ | 1,456,288 |  
|                                                              |  |         |           |   |      |   |           |  

Comprehensive income for the three months ended May 31, 2010 and 2009 was $469,112 and $743,496,
respectively.

The activity related to the change in net unrealized gains (losses) on cash flow hedges, net of tax, in
Accumulated other comprehensive loss was as follows:



|                                                                                   |  |         |         |   |      |   |         |  
|---------------------------------------------------------------------------------- |  | ------- | ------- | - | ---- | - | ------- | -
|                                                                                   |  | May 31, |        
|                                                                                   |  | 2010    |         |   | 2009 |  
|Net unrealized (losses) gains on cash flow hedges, net of tax, beginning of period |  | $       | (10,575 | ) |      | $ | 11,381  |  
|Change in fair value, net of tax                                                   |  |         | 30,288  |   |      |   | (24,114 | )
|Reclassification adjustments into earnings, net of tax                             |  |         | (9,226  | ) |      |   | 10,630  |  
|                                                                                   |  |         |         |   |      |   |         |  
|Net unrealized gains (losses) on cash flow hedges, net of tax, end of period       |  | $       | 10,487  |   |      | $ | (2,103  | )
|                                                                                   |  |         |         |   |      |   |         |  

6. DERIVATIVE FINANCIAL INSTRUMENTS

In the normal course of business, the Company uses derivative financial instruments to manage foreign currency exchange rate risk.
Derivative transactions are governed by a uniform set of policies and procedures covering areas such as authorization, counterparty exposure and hedging practices. Positions are monitored using techniques such as market value and sensitivity
analyses. The Company does not enter into derivative transactions for trading purposes.

Certain derivatives also give rise to
credit risks from the possible non-performance by counterparties. Credit risk is generally limited to the fair value of those contracts that are favorable to the Company, and the maximum amount of loss due to credit risk, based on the gross fair
value of all of the Companys derivative financial instruments, was approximately $40,533 as of May 31, 2010. The Company has limited its credit risk by entering into derivative transactions only with highly-rated global financial
institutions, limiting the amount of credit exposure with any one financial institution and conducting ongoing evaluation of the creditworthiness of the financial institutions with which it does business.

The Company also utilizes standard counterparty master agreements containing provisions for the netting of certain foreign currency
transaction obligations and for set-off of certain obligations in the event of an insolvency of one of the parties to the transaction. These provisions may reduce the Companys potential overall loss resulting from the insolvency of a
counterparty and reduce a counterpartys potential overall loss resulting from the insolvency of the Company. Additionally, these agreements contain early termination provisions triggered by adverse changes in a counterpartys credit
rating, thereby enabling the Company to



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ACCENTURE SCA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

(Unaudited)



accelerate settlement of a transaction prior to its contractual maturity and potentially decrease the Companys realized loss on an open transaction. Similarly, a decrement in the
Companys credit rating could trigger a counterpartys early termination rights, thereby enabling a counterparty to accelerate settlement of a transaction prior to its contractual maturity and potentially increase the Companys
realized loss on an open transaction. The aggregate fair value of the Companys derivative instruments with credit-risk-related contingent features that are in a liability position as of May 31, 2010 was $22,783.

The Company classifies cash flows from its derivative programs as cash flows from operating activities in the Consolidated Cash Flows
Statement. The notional and fair values of all derivative instruments were as follows:



|                                    |  |               |           |           |                |        |               |  |           |           |  |   |         |  
|----------------------------------- |  | ------------- | --------- | --------- | -------------- | ------ | ------------- |  | --------- | --------- |  | - | ------- | -
|                                    |  | May 31,2010   |           |           | August 31,2009 |       
|                                    |  | NotionalValue |           | FairValue |                |        | NotionalValue |  | FairValue |          
|Foreign currency forward contracts: |  |               |           |           |                |        |               |  |           |           |  |   |         |  
|To buy                              |  | $             | 2,550,490 |           | $              | 20,142 |               |  | $         | 1,913,263 |  | $ | (17,018 | )
|To sell                             |  |               | 291,908   |           |                | (2,392 | )             |  |           | 106,962   |  |   | (403    | )

Cash Flow Hedges

Certain of the Companys subsidiaries are exposed to currency risk through their use of resources supplied by the Companys
Global Delivery Network. To mitigate this risk, the Company uses foreign currency forward exchange contracts to hedge the foreign exchange risk of the forecasted intercompany expenses denominated in foreign currencies for up to three years in the
future. The Company has designated these derivatives as cash flow hedges. As of May 31, 2010, the Company held no derivatives that were designated as fair value or net investment hedges.

For a cash flow hedge, the effective portion of the change in estimated fair value of a hedging instrument is recorded in Accumulated
other comprehensive loss as a separate component of Shareholders Equity and is reclassified into Cost of services in the Consolidated Income Statement during the period in which the hedged transaction is recognized. Amounts reclassified into
Cost of services for the three and nine months ended May 31, 2010 were gains of $5,756 and $9,226, respectively, net of taxes. The ineffective portion of the change in fair value of a cash flow hedge is recognized immediately in Other expense,
net in the Consolidated Income Statement and for the three and nine months ended was not material. As of May 31, 2010, gains related to derivatives designated as cash flow hedges and recorded in Accumulated other comprehensive loss totaled
$10,487 net of taxes, of which $6,701 is expected to be reclassified into earnings in the next 12 months. In addition, the Company did not discontinue any cash flow hedges during the nine months ended May 31, 2010.

The fair values of derivative instruments designated as cash flow hedges are recorded in the Consolidated Balance Sheet as follows:



|                              |  |              |       
|----------------------------- |  | ------------ | ------
|                              |  | May 31, 2010
|Assets                        |  |              |       
|Other current assets          |  | $            | 15,660
|Other non-current assets      |  |              | 7,519 
|                              |  |              |       
|Total                         |  | $            | 23,179
|                              |  |              |       
|Liabilities                   |  |              |       
|Other accrued liabilities     |  | $            | 6,828 
|Other non-current liabilities |  |              | 2,182 
|                              |  |              |       
|Total                         |  | $            | 9,010 
|                              |  |              |       

Other Derivatives

The Company also uses foreign currency forward exchange contracts, which have not been designated as hedges, to hedge balance sheet
exposures, such as intercompany loans. These instruments are generally short-term in nature, with typical maturities of less than one year, and are subject to fluctuations in foreign exchange rates. Realized gains or losses and changes in the
estimated fair value of these derivatives, which are recorded in Other (expense) income, net in the Consolidated Income Statement, were a net loss of $(51,532) and net loss of $(12,583), respectively, for the three and nine months ended May 31,
2010.



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ACCENTURE SCA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

(Unaudited)



The fair values of other derivative instruments are recorded in the Consolidated Balance
Sheet as follows:



|                          |  |              |       
|------------------------- |  | ------------ | ------
|                          |  | May 31, 2010
|Other current assets      |  | $            | 17,354
|Other accrued liabilities |  |              | 13,773

For additional
information related to derivative financial instruments, see Note 5 (Shareholders Equity) and Note 7 (Fair Value Measurements) to these Consolidated Financial Statements.

7. FAIR VALUE MEASUREMENTS

The Companys financial assets and liabilities measured at fair value on a recurring basis as of May 31, 2010 were as follows:



|                                            |  |         |   |         |   |         |  |       |   |  |   |       
|------------------------------------------- |  | ------- | - | ------- | - | ------- |  | ----- | - |  | - | ------
|                                            |  | Level 1 |   | Level 2 |   | Level 3 |  | Total
|Assets                                      |  |         |   |         |   |         |  |       |   |  |   |       
|Short-term investments                      |  |         |   |         |   |         |  |       |   |  |   |       
|Equity securities                           |  | $       |  |         | $ | 3,694   |  | $     |  |  | $ | 3,694 
|Foreign government debt securities          |  |         |  |         |   |        |  |       |  |  |   |      
|Corporate debt securities                   |  |         |  |         |   | 4,400   |  |       |  |  |   | 4,400 
|                                            |  |         |   |         |   |         |  |       |   |  |   |       
|Total short-term investments                |  | $       |  |         | $ | 8,094   |  | $     |  |  | $ | 8,094 
|Investments                                 |  |         |   |         |   |         |  |       |   |  |   |       
|Equity securities                           |  |         |  |         |   | 1,386   |  |       |  |  |   | 1,386 
|Foreign government debt securities          |  |         |  |         |   | 3,144   |  |       |  |  |   | 3,144 
|Corporate debt securities                   |  |         |  |         |   | 2,747   |  |       |  |  |   | 2,747 
|                                            |  |         |   |         |   |         |  |       |   |  |   |       
|Total investments                           |  | $       |  |         | $ | 7,277   |  | $     |  |  | $ | 7,277 
|Derivative financial instruments            |  |         |   |         |   |         |  |       |   |  |   |       
|Foreign currency forward exchange contracts |  |         |  |         |   | 40,533  |  |       |  |  |   | 40,533
|                                            |  |         |   |         |   |         |  |       |   |  |   |       
|Total Assets                                |  | $       |  |         | $ | 55,904  |  | $     |  |  | $ | 55,904
|                                            |  |         |   |         |   |         |  |       |   |  |   |       
|Liabilities                                 |  |         |   |         |   |         |  |       |   |  |   |       
|Derivative financial instruments            |  |         |   |         |   |         |  |       |   |  |   |       
|Foreign currency forward exchange contracts |  | $       |  |         | $ | 22,783  |  | $     |  |  | $ | 22,783
|                                            |  |         |   |         |   |         |  |       |   |  |   |       

8. COMMITMENTS AND CONTINGENCIES

Commitments

The Company
has the right to purchase or may be required to purchase substantially all of the remaining outstanding shares of Avanade not owned by the Company at fair value if certain events occur. Holders of Avanade common stock and options to purchase the
stock have put rights that, under certain circumstances and conditions, would require Avanade to redeem shares of its stock at fair value. As of May 31, 2010 and August 31, 2009, the Company has reflected the fair value of $100,828 and
$87,578, respectively, related to Avanades redeemable common stock and the intrinsic value of the options on redeemable common stock in Other accrued liabilities on the Consolidated Balance Sheet.

Indemnifications and Guarantees

In the normal course of business and in conjunction with certain client engagements, the Company has entered into contractual arrangements
through which it may be obligated to indemnify clients with respect to certain matters. These arrangements with clients can include provisions whereby the Company has joint and several liability in relation to the performance of certain contractual
obligations along with third parties also providing services and products for a specific project. Indemnification provisions are also included in arrangements under which the Company agrees to hold the indemnified party harmless with respect to
third-party claims related to such matters as title to assets sold or licensed or certain intellectual property rights.



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ACCENTURE SCA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)

(Unaudited)



Typically, the Company has contractual recourse against third parties for certain
payments made by the Company in connection with arrangements where third-party nonperformance has given rise to the clients claim. Payments by the Company under any of the arrangements described above are generally conditioned on the client
making a claim, which may be disputed by the Company typically under dispute resolution procedures specified in the particular arrangement. The limitations of liability under these arrangements may be expressly limited or may not be expressly
specified in terms of time and/or amount.

As of May 31, 2010 and August 31, 2009, the Companys aggregate
potential liability to its clients for expressly limited guarantees involving the performance of third parties was approximately $473,000 and $508,000, respectively, of which all but approximately $32,000 and $24,000, respectively, may be recovered
from the other third parties if the Company is obligated to make payments to the indemnified parties that are the consequence of a performance default by the other third parties. For arrangements with unspecified limitations, the Company cannot
reasonably estimate the aggregate maximum potential liability, as it is inherently difficult to predict the maximum potential amount of such payments, due to the conditional nature and unique facts of each particular arrangement.

To date, the Company has not been required to make any significant payment under any of the arrangements described above. The Company has
assessed the current status of performance/payment risk related to arrangements with limited guarantees, unspecified limitations and/or indemnification provisions and believes that any potential payments would be immaterial to the Consolidated
Financial Statements, as a whole.

Legal Contingencies

As of May 31, 2010, the Company or its present personnel had been named as a defendant in various litigation matters. The Company
and/or its personnel also from time to time are involved in investigations by various regulatory or legal authorities concerning matters arising in the course of its business around the world. Based on the present status of these matters, management
believes these matters will not ultimately have a material effect on the Companys results of operations or financial condition.

9.
SEGMENT REPORTING

The Companys reportable operating segments are the five operating groups, which are
Communications & High Tech, Financial Services, Health & Public Service, Products and Resources. Information regarding the Companys reportable operating segments is as follows:



|                            |  |                            |            |                 |   |             |  |                 |            |  |   |          
|--------------------------- |  | -------------------------- | ---------- | --------------- | - | ----------- |  | --------------- | ---------- |  | - | ---------
|                            |  | Three Months Ended May 31,
|                            |  | 2010                       |            | 2009           
|                            |  | NetRevenues                |            | OperatingIncome |   | NetRevenues |  | OperatingIncome
|Communications & High Tech  |  | $                          | 1,178,355  |                 | $ | 168,166     |  | $               | 1,155,599  |  | $ | 173,178  
|Financial Services          |  |                            | 1,149,863  |                 |   | 201,235     |  |                 | 1,026,946  |  |   | 134,384  
|Health & Public Service (1) |  |                            | 926,618    |                 |   | 74,530      |  |                 | 901,729    |  |   | 123,414  
|Products (1)                |  |                            | 1,307,903  |                 |   | 183,780     |  |                 | 1,150,489  |  |   | 164,016  
|Resources                   |  |                            | 1,004,056  |                 |   | 176,119     |  |                 | 904,699    |  |   | 137,048  
|Other                       |  |                            | 4,222      |                 |   |            |  |                 | 5,631      |  |   |         
|                            |  |                            |            |                 |   |             |  |                 |            |  |   |          
|Total                       |  | $                          | 5,571,017  |                 | $ | 803,830     |  | $               | 5,145,093  |  | $ | 732,040  
|                            |  |                            |            |                 |   |             |  |                 |            |  |   |          
|                            | 
|                            |  | Nine Months Ended May 31, 
|                            |  | 2010                       |            | 2009           
|                            |  | NetRevenues                |            | OperatingIncome |   | NetRevenues |  | OperatingIncome
|Communications & High Tech  |  | $                          | 3,447,815  |                 | $ | 454,179     |  | $               | 3,713,073  |  | $ | 504,486  
|Financial Services          |  |                            | 3,330,779  |                 |   | 581,117     |  |                 | 3,305,729  |  |   | 387,791  
|Health & Public Service (1) |  |                            | 2,724,693  |                 |   | 246,291     |  |                 | 2,721,132  |  |   | 386,005  
|Products (1)                |  |                            | 3,717,538  |                 |   | 441,023     |  |                 | 3,731,059  |  |   | 497,826  
|Resources                   |  |                            | 2,897,528  |                 |   | 478,601     |  |                 | 2,937,194  |  |   | 448,171  
|Other                       |  |                            | 11,634     |                 |   |            |  |                 | 22,727     |  |   |         
|                            |  |                            |            |                 |   |             |  |                 |            |  |   |          
|Total                       |  | $                          | 16,129,987 |                 | $ | 2,201,211   |  | $               | 16,430,914 |  | $ | 2,224,279
|                            |  |                            |            |                 |   |             |  |                 |            |  |   |          



|(1) | On September 1, 2009, the Company formed the Health & Public Service operating group by combining various healthcare-related components of its Products
operating group with its Public Service operating group. Prior-period amounts have been reclassified to conform to the current-period presentation.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our Consolidated
Financial Statements and related Notes included elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended August 31, 2009, and with the information under the heading Managements
Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended August 31, 2009.

We use the terms we, the Company, our and us in this report to refer to Accenture SCA
and its subsidiaries. Accenture plc (Accenture) is the sole general partner of the Company. All references to years, unless otherwise noted, refer to our fiscal year, which ends on August 31. For example, a reference to fiscal
2009 means the 12-month period that ended on August 31, 2009. All references to quarters, unless otherwise noted, refer to the quarters of our fiscal year.

We use the term in local currency so that certain financial results may be viewed without the impact of foreign currency
exchange rate fluctuations, thereby facilitating period-to-period comparisons of business performance. Financial results in local currency are calculated by restating current period activity into U.S. dollars using the comparable
prior-year periods foreign currency exchange rates. This approach is used for all results where the functional currency is not the U.S. dollar.

Disclosure Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of
1933 (the Securities Act) and Section 21E of the Securities Exchange Act of 1934 (the Exchange Act) relating to our operations, results of operations and other matters that are based on our current expectations,
estimates, assumptions and projections. Words such as may, will, should, likely, anticipates, expects, intends, plans, projects,
believes, estimates 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:



| |  |  | Our results of operations could be adversely affected by economic and political conditions and the effects of these conditions on our clients
businesses and levels of business activity.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our results of operations could be negatively affected if we cannot expand and develop our services and solutions in response to changes in technology
and client demand.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The consulting, systems integration and technology, and outsourcing markets are highly competitive, and we might not be able to compete effectively.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our reported revenues and earnings could be lower if the U.S. dollar strengthens against other currencies, particularly the Euro and British pound.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------



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



| |  |  | Our business could be adversely affected if our clients are not satisfied with our services.
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | Our results of operations could be adversely affected if our clients terminate their contracts with us.
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | Outsourcing services are a significant part of our business and subject us to operational and financial risk.
| | - |  | -------------------------------------------------------------------------------------------------------------



| |  |  | Our results of operations may be affected by the rate of growth in the use of technology in business and the type and level of technology spending by
our clients.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The pricing environment continues to remain competitive, particularly in several markets within Europe, and our profitability could suffer if we are
not able to maintain favorable pricing rates.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our profitability could suffer if we are not able to maintain a favorable utilization rate.
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | Our business could be negatively affected if we incur legal liability in connection with providing our solutions and services.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | If our pricing structures do not accurately anticipate the cost and complexity of performing our work, then our contracts could be unprofitable.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Many of our contracts utilize performance pricing that links some of our fees to the attainment of various performance or business targets. This could
increase the variability of our revenues and margins.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our alliance relationships may not be successful.
| | - |  | -------------------------------------------------



| |  |  | Our global operations are subject to complex risks, some of which might be beyond our control.
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | We could have liability or our reputation could be damaged if we do not protect client data or information systems or if our information systems are
breached.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our profitability could suffer if we are not able to control our costs.
| | - |  | -----------------------------------------------------------------------



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| |  |  | If we are unable to keep our supply of skills and resources in balance with client demand, including if we are unable to hire sufficient employees with
the skills and background where they are needed, our business and financial results may be adversely affected.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We could be subject to liabilities if our subcontractors or the third parties with whom we partner cannot deliver their project contributions on time
or at all.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | If we are unable to collect our receivables or unbilled services, our results of operations and cash flows could be adversely affected.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Our services or solutions could infringe upon the intellectual property rights of others or we might lose our ability to utilize the intellectual
property of others.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We have only a limited ability to protect our intellectual property rights, which are important to our success.
| | - |  | ---------------------------------------------------------------------------------------------------------------



| |  |  | Legislative or regulatory action could materially and adversely affect us.
| | - |  | --------------------------------------------------------------------------



| |  |  | We may be subject to criticism and negative publicity related to Accenture plcs incorporation in Ireland.
| | - |  | ----------------------------------------------------------------------------------------------------------



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



| |  |  | We may not be successful at identifying, acquiring or integrating other businesses or technologies.
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | Consolidation in the industries that we serve could adversely affect our business.
| | - |  | ----------------------------------------------------------------------------------



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



| |  |  | The share price of Accenture plc Class A ordinary shares has fluctuated in the past and could continue to fluctuate, including in response to
variability in revenues, operating results and profitability, and as a result Accentures share price could be difficult to predict.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The share price of Accenture plc Class A ordinary shares could be adversely affected if we are unable to maintain effective internal controls.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | We are incorporated in Luxembourg and a significant portion of our assets are located outside the United States. As a result, it might not be possible
for shareholders to enforce civil liability provisions of the federal or state securities laws of the United States.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Luxembourg law differs from the laws in effect in the United States and might afford less protection to shareholders.
| | - |  | ---------------------------------------------------------------------------------------------------------------------



| |  |  | We might be unable to access additional capital on favorable terms or at all. If we raise equity capital, it may dilute our shareholders
ownership interest in us.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

For a more detailed discussion of these factors, see the information under the
heading Risk Factors in our Annual Report on Form 10-K for the year ended August 31, 2009. We undertake no obligation to update or revise any forward-looking statements.



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Overview

Our results of operations are affected by economic conditions, including macroeconomic conditions, credit market conditions and levels of
business confidence. Revenues are driven by the ability of our executives to secure new contracts and to deliver solutions and services that add value relevant to our clients current needs and challenges. We add value to clients and drive
revenues based on our ability to deliver market-leading service offerings and to deploy skilled teams of professionals quickly and on a global basis.

Revenues before reimbursements (net revenues) for the third quarter of fiscal 2010 were $5.57 billion, compared with $5.15
billion for the third quarter of fiscal 2009, an increase of 8% in U.S. dollars and 4% in local currency. Although some industries and geographies where we operate continue to be impacted by the economic downturn that began to adversely affect our
business in January 2009, overall market demand for our services has improved. Looking forward, based on new contract bookings recorded in the second and third quarters of fiscal 2010, we expect recoveries to continue in many areas of our business.
In the third quarter of fiscal 2010 and for the first time this fiscal year, three of our five operating groups, including Products, Financial Services and Resources, experienced quarterly year-over-year revenue growth in local currency. We
anticipate that the level of growth and degree of recovery will vary across segments and geographic regions and between consulting and outsourcing services.

Net revenues for the nine months ended May 31, 2010 were $16.13 billion, compared with $16.43 billion for the nine months ended
May 31, 2009, a decrease of 2% in U.S. dollars and 6% in local currency. During the nine months ended May 31, 2010, many of the industries and geographies where we operate were impacted by the economic downturn, which adversely affected
our consulting and outsourcing revenue growth, compared with the nine months ended May 31, 2009.

In our consulting
business, net revenues for the third quarter of fiscal 2010 were $3.22 billion, compared with $2.95 billion for the third quarter of fiscal 2009, an increase of 9% in U.S. dollars and 4% in local currency. Consulting net revenues for the nine months
ended May 31, 2010 were $9.28 billion, compared with $9.64 billion for the nine months ended May 31, 2009, a decrease of 4% in U.S. dollars and 8% in local currency. Although the changes and challenges since January 2009 have been
significant and consulting revenue growth continues to be challenged in some industries and geographies, overall market demand for our consulting services has improved. In the third quarter of fiscal 2010, and for the first time since the economic
downturn began to adversely affect our consulting business in the second quarter of fiscal 2009, we experienced quarterly year-over-year consulting revenue growth in local currency, with significant growth in Financial Services. We continue to work
with our systems integration consulting clients to reduce their costs through increased use of lower-cost resources in our Global Delivery Network. This trend is resulting in work volume growing faster than revenues, and we expect this to continue
in the medium term. Some clients continue to focus on initiatives designed to deliver near- and medium-term cost savings and performance improvement, and some clients continue to remain cautious, seeking flexibility by shifting to a more phased
approach to contracting work. In addition, the pricing environment continues to remain competitive, particularly in several markets within Europe.

In our outsourcing business, net revenues for the third quarter of fiscal 2010 were $2.35 billion, compared with $2.19 billion for the
third quarter of fiscal 2009, an increase of 7% in U.S. dollars and 3% in local currency. Outsourcing net revenues for the nine months ended May 31, 2010 were $6.85 billion, compared with $6.79 billion for the nine months ended May 31,
2009, an increase of 1% in U.S. dollars and a decrease of 3% in local currency. Overall market demand for our outsourcing services has improved. In the third quarter of fiscal 2010, and for the first time this fiscal year, we experienced quarterly
year-over-year outsourcing revenue growth in local currency, with significant growth in Products. The higher volume of contract terminations and restructurings that affected our business after the first quarter of fiscal 2009 continued to adversely
impact our outsourcing revenue growth during the nine months ended May 31, 2010, primarily in Financial Services, and to a lesser extent in Communications & High Tech and Resources. In addition, our outsourcing revenues continued to be
affected by our clients needs to reduce overall costs through shifting to lower-cost resources at reduced price levels.

As we are a global company, our revenues are denominated in multiple currencies and may be significantly affected by currency
exchange-rate fluctuations. If the U.S. dollar weakens against other currencies, resulting in favorable currency translation, our revenues and revenue growth in U.S. dollars may be higher. If the U.S. dollar strengthens against other currencies,
resulting in unfavorable currency translation, our revenues and revenue growth in U.S. dollars may be lower. When compared to the first nine months of fiscal 2009, the U.S. dollar has weakened against many currencies. This resulted in a
favorable currency translation and U.S. dollar revenue results that were approximately 5% and 4% better than our results in local currency for the third quarter of fiscal 2010 and the nine months ended May 31, 2010, respectively. In recent
months, the U.S. dollar has strengthened against other currencies. Assuming that exchange rates stay within recent ranges for the remainder of fiscal 2010, we estimate the foreign-exchange impact on our full fiscal 2010 revenues will result in
revenue growth that is approximately 2% higher in U.S. dollars than in local currency.

The primary categories of operating
expenses include cost of services, sales and marketing and general and administrative costs. Cost of services is primarily driven by the cost of client-service personnel, which consists mainly of compensation, sub-contractor and other personnel
costs, and non-payroll outsourcing costs. Cost of services as a percentage of revenues is driven by the prices we obtain for our solutions and services, the utilization of our client-service personnel and the level of non-payroll costs associated
with new



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##### Table of Contents

outsourcing contracts. Utilization represents the percentage of our consulting professionals time spent on billable work. Utilization for the third quarter of fiscal 2010 was approximately
88%, flat with the second quarter of fiscal 2010 and above our target range. This strong utilization continues to reflect increased demand for resources in our Global Delivery Network as well as an increase in demand in certain countries, including
the United States. We are actively hiring to meet current and projected future demand. Utilization for the third quarter of fiscal 2009 was approximately 83%.

Our cost-management strategies include anticipating changes in demand for our services and executing cost-management initiatives. We
aggressively plan and manage our payroll costs and take actions as needed to address changes in the anticipated demand for our services, given that payroll costs are the most significant portion of our operating expenses. These cost-management
strategies also include executing an increasing amount of our client delivery from our Global Delivery Network in lower-cost locations. Based on current and projected future demand, we increased our headcount, the majority of which serve our
clients, to approximately 190,000 as of May 31, 2010, compared with approximately 177,000 as of August 31, 2009. Annualized attrition, excluding involuntary terminations, for the third quarter of fiscal 2010 was 17%, compared with 15% in
the second quarter of fiscal 2010 and 8% in the third quarter of fiscal 2009. We adjust levels of new hiring, evaluate voluntary attrition and use involuntary terminations as means to keep our supply of skills and resources in balance with client
demand. Our ability to grow and our margins could be adversely affected if we are unable to recruit new employees with relevant skills, manage attrition, recover increases in compensation and/or effectively assimilate and utilize new employees.

Gross margin (Net revenues less Cost of services before reimbursable expenses as a percentage of Net revenues) for the third
quarter of fiscal 2010 was 34.7%, compared with 32.5% for the third quarter of fiscal 2009. Gross margin for the nine months ended May 31, 2010 was 33.5%, compared with 31.5% for the nine months ended May 31, 2009. As discussed more fully
below, the primary driver for the increase in gross margin for the nine months ended May 31, 2010 was a change related to the implementation of our sales-effectiveness model, which directed a higher percentage of resource capacity to selling
and other business-development activities and streamlined our approach to capturing time spent on business-development activities.

Sales and marketing and general and administrative costs as a percentage of net revenues were 20.2% for the third quarter of fiscal 2010,
compared with 18.2% for the third quarter of fiscal 2009. Sales and marketing and general and administrative costs as a percentage of net revenues were 19.8% for nine months ended May 31, 2010, compared with 18.0% for the nine months ended
May 31, 2009. Sales and marketing is driven primarily by compensation costs for business-development activities, the development of new service offerings and client-targeting, image-development and brand-recognition activities. General and
administrative costs primarily include costs for non-client-facing personnel, information systems and office space. We continuously implement cost-management actions to maintain or lower our sales and marketing and general and administrative costs
as a percentage of revenues. These actions include performing a greater proportion of these activities in lower-cost locations. During the nine months ended May 31, 2010, we directed a higher percentage of resource capacity to selling
and other business-development activities and we streamlined our approach to capturing time spent on business-development activities. The combination of these two factors has resulted in a greater amount of payroll costs for our client-services
personnel being directed to sales and marketing rather than to other activities, which are typically captured in cost of services. We have not reclassified fiscal 2009 amounts to conform to the fiscal 2010 presentation, as it would be impractical to
do so. The increase in sales and marketing was partially offset by a decrease in general and administrative costs as a percentage of net revenues, primarily due to expense savings resulting from the global consolidation of office space in fiscal
2009. In addition, in the first quarter of fiscal 2009, we recorded a bad debt provision of $72 million, which reflected our best estimate of collectibility risks on outstanding receivables, particularly from clients in high-risk industries or with
potential liquidity issues. Our margins could be adversely affected if our cost management actions are not sufficient to maintain sales and marketing and general and administrative costs at or below current levels as a percentage of net revenues.

Operating income for the third quarter of fiscal 2010 was $804 million, compared with $732 million for the third quarter of
fiscal 2009. Operating income for the nine months ended May 31, 2010 was $2,201 million, compared with $2,224 million for the nine months ended May 31, 2009. Operating margin (Operating income as a percentage of net revenues) for the third
quarter of fiscal 2010 was 14.4%, compared with 14.2% for the third quarter of fiscal 2009. Operating margin for the nine months ended May 31, 2010 was 13.6%, compared with 13.5% for the nine months ended May 31, 2009.

Our Operating income is also affected by currency exchange-rate fluctuations on revenues and costs. Most of our costs are incurred in the
same currency as the related net revenues. Where practical, we also seek to manage foreign currency exposure for costs not incurred in the same currency as the related net revenues by using currency protection provisions in our customer contracts
and through our hedging programs. We estimate that the aggregate percentage impact of foreign exchange rates on our operating expenses is similar to that disclosed for net revenues.



17



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##### Table of Contents

Bookings and Backlog

New contract bookings for the third quarter of fiscal 2010 were $6.43 billion, with consulting bookings of $3.18 billion and outsourcing
bookings of $3.25 billion. New contract bookings for the nine months ended May 31, 2010 were $18.48 billion, with consulting bookings of $10.08 billion and outsourcing bookings of $8.40 billion.

We provide information regarding our new contract bookings because we believe doing so provides useful trend information regarding
changes in the volume of our new business over time. However, new bookings can vary significantly quarter to quarter depending in part on the timing of the signing of a small number of large outsourcing contracts. Information regarding our new
bookings is not comparable to, nor should it be substituted for, an analysis of our revenues over time. There are no third-party standards or requirements governing the calculation of bookings. New contract bookings involve estimates and judgments
regarding new contracts as well as renewals, extensions and changes to existing contracts. We do not update our new bookings for material subsequent terminations or reductions related to bookings originally recorded in prior fiscal years. New
contract bookings are recorded using then-existing currency exchange rates and are not subsequently adjusted for currency fluctuations.

The majority of our contracts are terminable by the client on short notice or without notice. Accordingly, we do not believe it is
appropriate to characterize bookings attributable to these contracts as backlog. Normally, if a client terminates a project, the client remains obligated to pay for commitments we have made to third parties in connection with the project, services
performed and reimbursable expenses incurred by us through the date of termination.

Revenues by Segment/Operating Group

Our five reportable operating segments are our operating groups, which are Communications & High Tech, Financial Services,
Health & Public Service (formed on September 1, 2009, by combining various healthcare-related components of our Products operating group with our Public Service operating group), Products and Resources. Operating groups are managed on
the basis of net revenues because our management believes net revenues are a better indicator of operating group performance than revenues. In addition to reporting net revenues by operating group, we also report net revenues by two types of work:
consulting and outsourcing, which represent the services sold by our operating groups. Consulting net revenues, which include management and technology consulting and systems integration, reflect a finite, distinct project or set of projects with a
defined outcome and typically a defined set of specific deliverables. Outsourcing net revenues typically reflect ongoing, repeatable services or capabilities provided to transition, run and/or manage operations of client systems or business
functions.

From time to time, our operating groups work together to sell and implement certain contracts. The resulting
revenues and costs from these contracts may be apportioned among the participating operating groups. Generally, operating expenses for each operating group have similar characteristics and are subject to the same factors, pressures and challenges.
However, the economic environment and its effects on the industries served by our operating groups affect revenues and operating expenses within our operating groups to differing degrees. The mix between consulting and outsourcing is not uniform
among our operating groups. Local currency fluctuations also tend to affect our operating groups differently, depending on the geographic concentrations and locations of their businesses.

While we provide discussion about our results of operations below, we cannot measure how much of our revenue growth in a particular
period is attributable to changes in price or volume. Management does not track standard measures of unit or rate volume. Instead, our measures of volume and price are extremely complex, as each of our services contracts is unique, reflecting a
customized mix of specific services that does not fit into standard comparability measurements. Pricing for our services is a function of the nature of each service to be provided, the skills required and outcome sought, as well as estimated cost,
risk, contract terms and other factors.



18



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##### Table of Contents

Results of Operations for the Three Months Ended May 31, 2010 Compared to the Three Months Ended
May 31, 2009

Net revenues (by operating group, geographic region and type of work) and reimbursements were as
follows:



|                            |  |                               |       |                             |   |       |                                        |      |   |                                                                 |      |    |  |     |   |  |     |  
|--------------------------- |  | ----------------------------- | ----- | --------------------------- | - | ----- | -------------------------------------- | ---- | - | --------------------------------------------------------------- | ---- | -- |  | --- | - |  | --- | -
|                            |  | Three Months EndedMay 31,     |       | PercentIncreaseU.S. Dollars |   |       | Percent(Decrease)IncreaseLocalCurrency |      |   | Percent of Total Net Revenues for 
theThree Months EndedMay 31, |     
|                            |  | 2010                          |       | 2009                        |   |       |                                        | 2010 |   |                                                                 | 2009 |   
|                            |  | (In millions of U.S. dollars) |       |                             |   |       |                                        |      |   |                                                                 |      |    |  |    
|OPERATING GROUPS            |  |                               |       |                             |   |       |                                        |      |   |                                                                 |      |    |  |     |   |  |     |  
|Communications & High Tech  |  | $                             | 1,178 |                             | $ | 1,156 |                                        | 2    | % |                                                                 | (3   | %) |  | 21  | % |  | 22  | %
|Financial Services          |  |                               | 1,150 |                             |   | 1,027 |                                        | 12   |   |                                                                 | 7    |    |  | 21  |   |  | 20  |  
|Health & Public Service (1) |  |                               | 927   |                             |   | 902   |                                        | 3    |   |                                                                 |     |    |  | 17  |   |  | 18  |  
|Products (1)                |  |                               | 1,308 |                             |   | 1,150 |                                        | 14   |   |                                                                 | 9    |    |  | 23  |   |  | 22  |  
|Resources                   |  |                               | 1,004 |                             |   | 905   |                                        | 11   |   |                                                                 | 5    |    |  | 18  |   |  | 18  |  
|Other                       |  |                               | 4     |                             |   | 6     |                                        | n/m  |   |                                                                 | n/m  |    |  |    |   |  |    |  
|                            |  |                               |       |                             |   |       |                                        |      |   |                                                                 |      |    |  |     |   |  |     |  
|TOTAL Net Revenues (2)      |  |                               | 5,571 |                             |   | 5,145 |                                        | 8    | % |                                                                 | 4    | %  |  | 100 | % |  | 100 | %
|                            |  |                               |       |                             |   |       |                                        |      |   |                                                                 |      |    |  |     |   |  |     |  
|Reimbursements              |  |                               | 404   |                             |   | 392   |                                        | 3    |   |                                                                 |      |    |  |     |   |  |     |  
|                            |  |                               |       |                             |   |       |                                        |      |   |                                                                 |      |    |  |     |   |  |     |  
|TOTAL REVENUES              |  | $                             | 5,975 |                             | $ | 5,537 |                                        | 8    | % |                                                                 |      |    |  |     |   |  |     |  
|                            |  |                               |       |                             |   |       |                                        |      |   |                                                                 |      |    |  |     |   |  |     |  
|GEOGRAPHIC REGIONS          |  |                               |       |                             |   |       |                                        |      |   |                                                                 |      |    |  |     |   |  |     |  
|Americas                    |  | $                             | 2,513 |                             | $ | 2,265 |                                        | 11   | % |                                                                 | 8    | %  |  | 45  | % |  | 44  | %
|EMEA (3)                    |  |                               | 2,433 |                             |   | 2,342 |                                        | 4    |   |                                                                 |     |    |  | 44  |   |  | 46  |  
|Asia Pacific                |  |                               | 625   |                             |   | 539   |                                        | 16   |   |                                                                 | 3    |    |  | 11  |   |  | 10  |  
|                            |  |                               |       |                             |   |       |                                        |      |   |                                                                 |      |    |  |     |   |  |     |  
|TOTAL Net Revenues (2)      |  | $                             | 5,571 |                             | $ | 5,145 |                                        | 8    | % |                                                                 | 4    | %  |  | 100 | % |  | 100 | %
|                            |  |                               |       |                             |   |       |                                        |      |   |                                                                 |      |    |  |     |   |  |     |  
|TYPE OF WORK                |  |                               |       |                             |   |       |                                        |      |   |                                                                 |      |    |  |     |   |  |     |  
|Consulting                  |  | $                             | 3,225 |                             | $ | 2,955 |                                        | 9    | % |                                                                 | 4    | %  |  | 58  | % |  | 57  | %
|Outsourcing                 |  |                               | 2,346 |                             |   | 2,190 |                                        | 7    |   |                                                                 | 3    |    |  | 42  |   |  | 43  |  
|                            |  |                               |       |                             |   |       |                                        |      |   |                                                                 |      |    |  |     |   |  |     |  
|TOTAL Net Revenues          |  | $                             | 5,571 |                             | $ | 5,145 |                                        | 8    | % |                                                                 | 4    | %  |  | 100 | % |  | 100 | %
|                            |  |                               |       |                             |   |       |                                        |      |   |                                                                 |      |    |  |     |   |  |     |  



n/m = not
meaningful



|(1) | On September 1, 2009, we formed the Health & Public Service operating group by combining various healthcare-related components of our Products operating
group with our Public Service operating group. Prior-period amounts have been reclassified to conform to the current-period presentation.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | May not total due to rounding.
|--- | ------------------------------



|(3) | EMEA includes Europe, the Middle East and Africa.
|--- | -------------------------------------------------

Net Revenues

Operating Groups

The following net revenues by operating group commentary discusses local currency net revenues changes for the third quarter of fiscal
2010, compared with the third quarter of fiscal 2009.



| |  |  | Communications & High Tech net revenues decreased 3% in local currency. Consulting revenues declined slightly in local currency, primarily due
to declines across all industry groups in EMEA and in Communications in Asia Pacific, partially offset by growth in Communications and Electronics & High Tech in Americas. The year-over-year consulting revenue decline, which moderated
significantly in the third quarter of fiscal 2010 compared with the first half of fiscal 2010, reflected some clients continuing to seek flexibility by shifting to a more phased approach to contracting work and focusing on managing the scope of
existing projects. Outsourcing revenues declined modestly in local currency, primarily due to declines in Communications in Americas, partially offset by growth in Electronics & High Tech in Americas and Asia Pacific. Client strategy
changes, which began in fiscal 2009, particularly in Communications, resulted in a number of contract modifications, which had a negative impact on outsourcing revenues in the third quarter of fiscal 2010, and we expect this trend to continue in the
near term.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Financial Services net revenues increased 7% in local currency, reflecting positive quarterly year-over-year growth for the first time since the first
quarter of fiscal 2009. Consulting revenues increased significantly in local currency, primarily driven by growth across all geographic regions in Banking and Capital Markets. Outsourcing revenues decreased in local currency, primarily due to
declines in Banking in EMEA, partially offset by growth in Insurance in EMEA. Client consolidations and strategy changes that resulted in contract terminations in fiscal 2009 continued to have a negative impact on our outsourcing revenues in the
third quarter of fiscal 2010, and we expect this trend to continue for the remainder of fiscal 2010.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Health & Public Service net revenues were flat in local currency. Consulting revenues declined modestly in local currency, primarily due to
declines in Americas in Public Service. Outsourcing revenues increased in local currency, primarily driven by growth in Americas in Public Service and Health, partially offset by a decline in EMEA in Public Service. In addition, the growing
uncertainty and challenges in the public sector, particularly in the United States and the United Kingdom, continued
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



19



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##### Table of Contents

| | to have a significant impact on demand in our public service business throughout the world. The uncertainty of the economic situation resulted in longer sales cycles and a shift to a more phased
approach to contracting work, with a focus on near-term cost savings rather than large transformational projects. These trends had a negative impact on our revenues and new contract bookings during the third quarter of fiscal 2010, and we expect
this trend to continue.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Products net revenues increased 9% in local currency, reflecting positive quarterly year-over-year growth for the first time since the second quarter
of fiscal 2009. Consulting revenues increased in local currency, led by growth in Consumer Goods & Services in Americas and EMEA. Outsourcing revenues increased significantly in local currency across all geographic regions and in most
industry groups.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Resources net revenues increased 5% in local currency, reflecting positive quarterly year-over-year growth for the first time since the third quarter
of fiscal 2009. Consulting revenues increased modestly in local currency, primarily due to significant growth across all industry groups in Americas, partially offset by declines in Utilities in EMEA and Asia Pacific. Outsourcing revenues increased
in local currency, primarily due to growth in Energy in Americas and EMEA, partially offset by a decline in Utilities in Americas.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Geographic Regions



| |  |  | Americas net revenues for the third quarter of fiscal 2010 were $2,513 million, compared with $2,265 million for the third quarter of fiscal 2009, an
increase of 11% in U.S. dollars and 8% in local currency. This increase reflected positive quarterly year-over-year growth for the first time since the second quarter of fiscal 2009. Growth was led by our business in the United States.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | EMEA net revenues for the third quarter of fiscal 2010 were $2,433 million, compared with $2,342 million for the third quarter of fiscal 2009, an
increase of 4% in U.S. dollars and flat in local currency. Declines in our business in the Netherlands, Germany and Norway were offset by growth in several countries across the remainder of the region, led by the United Kingdom, Sweden and South
Africa.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Asia Pacific net revenues for the third quarter of fiscal 2010 were $625 million, compared with $539 million for the third quarter of fiscal 2009, an
increase of 16% in U.S. dollars and 3% in local currency. This increase reflected positive quarterly year-over-year growth for the first time this fiscal year. Growth was principally driven by our business in Singapore and Japan, partially offset by
a decline in Australia.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Operating Expenses

Operating expenses for the third quarter of fiscal 2010 were $5,172 million, an increase of $366 million, or 8%, over the third quarter of
fiscal 2009, and decreased as a percentage of revenues to 86.5% from 86.8% during this period. Operating expenses before reimbursable expenses for the third quarter of fiscal 2010 were $4,767 million, an increase of $354 million, or 8%, over the
third quarter of fiscal 2009, and decreased as a percentage of net revenues to 85.6% from 85.8% during this period.

Cost
of Services

Cost of services for the third quarter of fiscal 2010 was $4,044 million, an increase of $177 million, or
5%, over the third quarter of fiscal 2009, and decreased as a percentage of revenues to 67.7% from 69.8% during this period. Cost of services before reimbursable expenses for the third quarter of fiscal 2010 was $3,639 million, an increase of $165
million, or 5%, over the third quarter of fiscal 2009, and decreased as a percentage of net revenues to 65.3% from 67.5% during this period. Gross margin for the third quarter of fiscal 2010 increased to 34.7% from 32.5% for the third quarter of
fiscal 2009. For additional information on Gross margin, see Overview.

Sales and Marketing

Sales and marketing for the third quarter of fiscal 2010 was $714 million, an increase of $190 million, or 36%, over the third
quarter of fiscal 2009, and increased as a percentage of net revenues to 12.8% from 10.2% over this period. This increase was primarily driven by increased selling and other business-development activities. See Overview.

General and Administrative Costs

General and administrative costs for the third quarter of fiscal 2010 were $410 million, flat with the third quarter of fiscal 2009, and
decreased as a percentage of net revenues to 7.4% from 8.0% during this period. The decrease as a percentage of net revenues was primarily due to expense savings resulting from the global consolidation of office space in fiscal 2009. See
Overview.



20



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##### Table of Contents

Operating Income and Operating Margin

Operating income for the third quarter of fiscal 2010 was $804 million, an increase of $72 million, or 10%, over the third quarter of
fiscal 2009, and increased as percentage of net revenues to 14.4% from 14.2% during this period. Operating income and operating margin for each of the operating groups were as follows:



|                            |  |                               |     |                 |      |   |                 |   |                 |  |      |                        |  |   |     |  
|--------------------------- |  | ----------------------------- | --- | --------------- | ---- | - | --------------- | - | --------------- |  | ---- | ---------------------- |  | - | --- | -
|                            |  | Three Months Ended May 31,    |     |                 |      |  
|                            |  | 2010                          |     |                 | 2009 |   |                 |   |                
|                            |  | OperatingIncome               |     | OperatingMargin |      |   | OperatingIncome |   | OperatingMargin |  |      | (Decrease)Increase (2) | 
|                            |  | (In millions of U.S. dollars) |    
|Communications & High Tech  |  | $                             | 168 |                 | 14   | % |                 | $ | 173             |  | 15   | %                      |  | $ | (5  | )
|Financial Services          |  |                               | 201 |                 | 18   |   |                 |   | 134             |  | 13   |                        |  |   | 67  |  
|Health & Public Service (1) |  |                               | 75  |                 | 8    |   |                 |   | 123             |  | 14   |                        |  |   | (49 | )
|Products (1)                |  |                               | 184 |                 | 14   |   |                 |   | 164             |  | 14   |                        |  |   | 20  |  
|Resources                   |  |                               | 176 |                 | 18   |   |                 |   | 137             |  | 15   |                        |  |   | 39  |  
|                            |  |                               |     |                 |      |   |                 |   |                 |  |      |                        |  |   |     |  
|Total (2)                   |  | $                             | 804 |                 | 14.4 | % |                 | $ | 732             |  | 14.2 | %                      |  | $ | 72  |  
|                            |  |                               |     |                 |      |   |                 |   |                 |  |      |                        |  |   |     |  



|(1) | On September 1, 2009, we formed the Health & Public Service operating group by combining various healthcare-related components of our Products operating
group with our Public Service operating group. Prior-period amounts have been reclassified to conform to the current-period presentation.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | May not total due to rounding.
|--- | ------------------------------

We estimate that the aggregate percentage impact of foreign-exchange rates on our operating income during the third quarter of fiscal
2010 was similar to that disclosed for net revenues. General and administrative costs as a percentage of net revenues decreased in the third quarter of fiscal 2010, compared with the third quarter of fiscal 2009, primarily due to expense savings
resulting from the global consolidation of office space in fiscal 2009. The commentary below provides additional insight into operating group performance and operating margin for the third quarter of fiscal 2010, compared with the third quarter of
fiscal 2009, exclusive of this impact.



| |  |  | Communications & High Tech operating income decreased, primarily due to higher selling costs as a percentage of net revenues.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



| |  |  | Financial Services operating income increased, primarily due to significant consulting revenue growth and improved utilization, partially offset by
outsourcing revenue declines.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Health & Public Service operating income decreased due to higher selling costs as a percentage of net revenues and lower contract
profitability.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Products operating income increased due to revenue growth and improved utilization, partially offset by lower contract profitability.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Resources operating income increased due to revenue growth and improved utilization.
| | - |  | ------------------------------------------------------------------------------------

Interest Income

Interest income for the third quarter of fiscal 2010 was $7 million, compared with $9 million for the third quarter of fiscal 2009. The
change was primarily due to lower interest rates.

Other (Expense) Income, net

Other expense, net for the third quarter of fiscal 2010 was $6 million, compared with Other income, net of $11 million for the third
quarter of fiscal 2009. The change was driven by net foreign exchange losses during the third quarter of fiscal 2010, compared with net foreign exchange gains during the third quarter of fiscal 2009.

Provision for Income Taxes

The effective tax rate for the third quarter of fiscal 2010 was 29.8%, compared with 28.2% for the third quarter of fiscal 2009. The
effective tax rate for the third quarter of fiscal 2010 includes lower benefits related to final determinations of prior-year tax liabilities as compared with the third quarter of fiscal 2009. This was partially offset by benefits related to changes
in the geographic mix of income.

Our provision for income taxes is based on many factors and subject to volatility year to
year. We expect the fiscal 2010 annual effective tax rate to be in the range of 29% to 30%. The fiscal 2009 annual effective tax rate was 27.6%.



21



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##### Table of Contents

Results of Operations for the Nine Months Ended May 31, 2010 Compared to the Nine Months Ended
May 31, 2009

Net revenues (by operating group, geographic region and type of work) and reimbursements were as
follows:



|                            |  |                               |        |                                       |   |        |                              |      |    |                                                                 |      |    |  |     |   |  |     |  
|--------------------------- |  | ----------------------------- | ------ | ------------------------------------- | - | ------ | ---------------------------- | ---- | -- | --------------------------------------------------------------- | ---- | -- |  | --- | - |  | --- | -
|                            |  | Nine Months EndedMay 
31,     |        | Percent(Decrease)IncreaseU.S. Dollars |   |        | PercentDecreaseLocalCurrency |      |    | Percent of Total Net Revenues for 
theNine Months Ended May 31, |     
|                            |  | 2010                          |        | 2009                                  |   |        |                              | 2010 |    |                                                                 | 2009 |   
|                            |  | (In millions of U.S. dollars) |        |                                       |   |        |                              |      |    |                                                                 |      |    |  |    
|OPERATING GROUPS            |  |                               |        |                                       |   |        |                              |      |    |                                                                 |      |    |  |     |   |  |     |  
|Communications & High Tech  |  | $                             | 3,448  |                                       | $ | 3,713  |                              | (7   | %) |                                                                 | (11  | %) |  | 21  | % |  | 23  | %
|Financial Services          |  |                               | 3,331  |                                       |   | 3,306  |                              | 1    |    |                                                                 | (3   | )  |  | 21  |   |  | 20  |  
|Health & Public Service (1) |  |                               | 2,725  |                                       |   | 2,721  |                              |     |    |                                                                 | (3   | )  |  | 17  |   |  | 16  |  
|Products (1)                |  |                               | 3,718  |                                       |   | 3,731  |                              |     |    |                                                                 | (4   | )  |  | 23  |   |  | 23  |  
|Resources                   |  |                               | 2,898  |                                       |   | 2,937  |                              | (1   | )  |                                                                 | (6   | )  |  | 18  |   |  | 18  |  
|Other                       |  |                               | 12     |                                       |   | 23     |                              | n/m  |    |                                                                 | n/m  |    |  |    |   |  |    |  
|                            |  |                               |        |                                       |   |        |                              |      |    |                                                                 |      |    |  |     |   |  |     |  
|TOTAL Net Revenues (2)      |  |                               | 16,130 |                                       |   | 16,431 |                              | (2   | %) |                                                                 | (6   | %) |  | 100 | % |  | 100 | %
|                            |  |                               |        |                                       |   |        |                              |      |    |                                                                 |      |    |  |     |   |  |     |  
|Reimbursements              |  |                               | 1,131  |                                       |   | 1,235  |                              | (8   | )  |                                                                 |      |    |  |     |   |  |     |  
|                            |  |                               |        |                                       |   |        |                              |      |    |                                                                 |      |    |  |     |   |  |     |  
|TOTAL REVENUES              |  | $                             | 17,261 |                                       | $ | 17,666 |                              | (2   | %) |                                                                 |      |    |  |     |   |  |     |  
|                            |  |                               |        |                                       |   |        |                              |      |    |                                                                 |      |    |  |     |   |  |     |  
|GEOGRAPHIC REGIONS          |  |                               |        |                                       |   |        |                              |      |    |                                                                 |      |    |  |     |   |  |     |  
|Americas                    |  | $                             | 6,946  |                                       | $ | 7,139  |                              | (3   | %) |                                                                 | (5   | %) |  | 43  | % |  | 44  | %
|EMEA                        |  |                               | 7,370  |                                       |   | 7,629  |                              | (3   | )  |                                                                 | (7   | )  |  | 46  |   |  | 46  |  
|Asia Pacific                |  |                               | 1,814  |                                       |   | 1,662  |                              | 9    |    |                                                                 | (1   | )  |  | 11  |   |  | 10  |  
|                            |  |                               |        |                                       |   |        |                              |      |    |                                                                 |      |    |  |     |   |  |     |  
|TOTAL Net Revenues (2)      |  | $                             | 16,130 |                                       | $ | 16,431 |                              | (2   | %) |                                                                 | (6   | %) |  | 100 | % |  | 100 | %
|                            |  |                               |        |                                       |   |        |                              |      |    |                                                                 |      |    |  |     |   |  |     |  
|TYPE OF WORK                |  |                               |        |                                       |   |        |                              |      |    |                                                                 |      |    |  |     |   |  |     |  
|Consulting                  |  | $                             | 9,277  |                                       | $ | 9,642  |                              | (4   | %) |                                                                 | (8   | %) |  | 58  | % |  | 59  | %
|Outsourcing                 |  |                               | 6,853  |                                       |   | 6,789  |                              | 1    |    |                                                                 | (3   | )  |  | 42  |   |  | 41  |  
|                            |  |                               |        |                                       |   |        |                              |      |    |                                                                 |      |    |  |     |   |  |     |  
|TOTAL Net Revenues          |  | $                             | 16,130 |                                       | $ | 16,431 |                              | (2   | %) |                                                                 | (6   | %) |  | 100 | % |  | 100 | %
|                            |  |                               |        |                                       |   |        |                              |      |    |                                                                 |      |    |  |     |   |  |     |  



n/m = not
meaningful



|(1) | On September 1, 2009, we formed the Health & Public Service operating group by combining various healthcare-related components of our Products operating
group with our Public Service operating group. Prior-period amounts have been reclassified to conform to the current-period presentation.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | May not total due to rounding.
|--- | ------------------------------

Net
Revenues

Operating Groups

The following net revenues by operating group commentary discusses local currency net revenues changes for the nine months ended
May 31, 2010, compared with the nine months ended May 31, 2009.



| |  |  | Communications & High Tech net revenues decreased 11% in local currency. Consulting revenues declined significantly in local currency due to
declines across all geographic regions and industry groups. The year-over-year consulting revenue decline, which moderated significantly in the third quarter of fiscal 2010, reflected some clients continuing to seek flexibility by shifting to a more
phased approach to contracting work and focusing on managing the scope of existing projects. Outsourcing revenues declined in local currency, primarily due to a significant decline in Communications in Americas, partially offset by growth in
Electronics & High Tech in Americas and Asia Pacific. Client strategy changes, which began in fiscal 2009, particularly in Communications, resulted in a number of contract modifications, which had a negative impact on outsourcing revenues
during the nine months ended May 31, 2010, and we expect this trend to continue in the near term.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Financial Services net revenues decreased 3% in local currency. While year-to-date net revenues reflected a decline, quarterly year-over-year positive
growth in the third quarter partially offset negative growth in the first half of fiscal 2010. Consulting revenues increased modestly in local currency, primarily due to growth across all geographic regions in Banking and in EMEA and Asia Pacific in
Capital Markets, partially offset by declines in Insurance in EMEA and Americas. Outsourcing revenues declined significantly in local currency, primarily due to declines in EMEA and Americas in Banking and Capital Markets, partially offset by growth
in Insurance in EMEA. Client consolidations and strategy changes that resulted in contract terminations in fiscal 2009 continued to have a negative impact on our outsourcing revenues for the nine months ended May 31, 2010, and we expect this
trend to continue for the remainder of fiscal 2010.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



22



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##### Table of Contents

| |  |  | Health & Public Service net revenues declined 3% in local currency. Consulting revenues declined in local currency, primarily due to the
impact of inefficient delivery on a contract in Public Service in Americas and a decline in Health across all geographic regions, partially offset by growth in EMEA in Public Service. Outsourcing revenues increased modestly in local currency,
primarily driven by growth in Americas in Health. In addition, the growing uncertainty and challenges in the public sector, particularly in the United States and the United Kingdom, continued to have a significant impact on demand in our public
service business throughout the world. The uncertainty of the economic situation resulted in longer sales cycles and a shift to a more phased approach to contracting work, with a focus on near-term cost savings rather than large transformational
projects. These trends had a negative impact on our revenues and new contract bookings during the nine months ended May 31, 2010, and we expect this trend to continue.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Products net revenues decreased 4% in local currency. While year-to-date net revenues reflected a decline, quarterly year-over-year positive growth in
the third quarter partially offset negative growth in the first half of fiscal 2010. Consulting revenues declined significantly in local currency, primarily due to declines in EMEA and Americas across all industry groups except Consumer
Goods & Services in Americas, which experienced significant growth. Consulting revenues reflected the continuation of the more conservative spending patterns of our clients, which began in the second quarter of fiscal 2009. In addition,
consulting revenues were negatively impacted by a significant reduction in revenues in the first quarter of fiscal 2010 at two large clients as a result of completing several large projects and transitioning from front-end consulting to outsourcing
services. Outsourcing revenues increased in local currency, primarily driven by growth in EMEA and Americas across all industry groups except Retail in Americas.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Resources net revenues decreased 6% in local currency. While year-to-date net revenues reflected a decline, quarterly year-over-year positive growth in
the third quarter partially offset negative growth in the first half of fiscal 2010. Consulting revenues declined in local currency, primarily in EMEA across all industry groups and in Utilities in Americas and Asia Pacific, partially offset by
growth in Energy in Americas. Consulting revenues were impacted by our clients continued caution in launching new programs as well as their focus on slowing the pace of existing projects. Outsourcing revenues were flat in local
currency, as growth in Energy in Americas and Natural Resources in Asia Pacific was offset by declines in Utilities and Chemicals in Americas.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Geographic Regions



| |  |  | Americas net revenues for the nine months ended May 31, 2010 were $6,946 million, compared with $7,139 million for the nine months ended
May 31, 2009, a decrease of 3% in U.S. dollars and 5% in local currency. While year-to-date net revenues reflected a decline, quarterly year-over-year positive growth in the third quarter partially offset negative growth in the first half of
fiscal 2010. We experienced declines in local currency across most countries in Americas, led by decreases in the United States and Brazil.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | EMEA net revenues for the nine months ended May 31, 2010 were $7,370 million, compared with $7,629 million for the nine months ended May 31,
2009, a decrease of 3% in U.S. dollars and 7% in local currency. The year-over-year decline moderated significantly in the third quarter of fiscal 2010 compared with the first half of fiscal 2010. We experienced declines in local currency across
most countries in EMEA, led by decreases in the Netherlands, Spain, Germany, Italy and France.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Asia Pacific net revenues for the nine months ended May 31, 2010 were $1,814 million, compared with $1,662 million for the nine months ended
May 31, 2009, an increase of 9% in U.S. dollars and a decrease of 1% in local currency. While year-to-date net revenues reflected a decline, quarterly year-over-year positive growth in the third quarter partially offset negative growth in the
first half of fiscal 2010. We experienced declines in local currency in Japan and Australia, offset by significant growth in Singapore and Malaysia.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Operating Expenses

Operating expenses for the nine months ended May 31, 2010 were $15,060 million, a decrease of $381 million, or 2%, from the nine
months ended May 31, 2009, and decreased as a percentage of revenues to 87.2% from 87.4% during this period. Operating expenses before reimbursable expenses for the nine months ended May 31, 2010 were $13,929 million, a decrease of $278
million, or 2%, from the nine months ended May 31, 2009 and decreased as a percentage of net revenues to 86.4% from 86.5% during this period.

Cost of Services

Cost of services for the nine months ended May 31, 2010 was $11,855 million, a decrease of $630 million, or 5%, from the nine months
ended May 31, 2009, and decreased as a percentage of revenues to 68.7% from 70.7% during this period. Cost of services before reimbursable expenses for the nine months ended May 31, 2010 was $10,724 million, a decrease of $526 million, or
5%, from the nine months ended May 31, 2009, and decreased as a percentage of net revenues to 66.5% from 68.5% during this period. Gross margin for the nine months ended May 31, 2010 increased to 33.5% from 31.5% for the nine months ended
May 31, 2009. For additional information on Gross margin, see Overview.



23



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##### Table of Contents

Sales and Marketing

Sales and marketing for the nine months ended May 31, 2010 was $1,960 million, an increase of $352 million, or 22%, over the nine
months ended May 31, 2009, and increased as a percentage of net revenues to 12.1% from 9.8% over this period. This increase was primarily driven by increased selling and other business-development activities. See Overview.

General and Administrative Costs

General and administrative costs for the nine months ended May 31, 2010 were $1,236 million, a decrease of $120 million, or 9%, from
the nine months ended May 31, 2009, and decreased as a percentage of net revenues to 7.7% from 8.2% during this period. This decrease was primarily due to the bad debt provision of $72 million recorded in the first quarter of fiscal 2009, as
well as expense savings resulting from the global consolidation of office space in fiscal 2009.

Operating Income and Operating Margin

Operating income for the nine months ended May 31, 2010 was $2,201 million, a decrease of $23 million, or 1%,
from the nine months ended May 31, 2009, and increased as a percentage of net revenues to 13.6% from 13.5% during this period. Operating income and operating margin for each of the operating groups were as follows:



|                            |  |                               |       |                 |      |   |                 |   |                 |  |      |                    |  |   |      |  
|--------------------------- |  | ----------------------------- | ----- | --------------- | ---- | - | --------------- | - | --------------- |  | ---- | ------------------ |  | - | ---- | -
|                            |  | Nine Months Ended May 31,     |       |                 |      |  
|                            |  | 2010                          |       |                 | 2009 |   |                 |   |                
|                            |  | OperatingIncome               |       | OperatingMargin |      |   | OperatingIncome |   | OperatingMargin |  |      | (Decrease)Increase | 
|                            |  | (In millions of U.S. dollars) |      
|Communications & High Tech  |  | $                             | 454   |                 | 13   | % |                 | $ | 504             |  | 14   | %                  |  | $ | (50  | )
|Financial Services          |  |                               | 581   |                 | 17   |   |                 |   | 388             |  | 12   |                    |  |   | 193  |  
|Health & Public Service (1) |  |                               | 246   |                 | 9    |   |                 |   | 386             |  | 14   |                    |  |   | (140 | )
|Products (1)                |  |                               | 441   |                 | 12   |   |                 |   | 498             |  | 13   |                    |  |   | (57  | )
|Resources                   |  |                               | 479   |                 | 17   |   |                 |   | 448             |  | 15   |                    |  |   | 31   |  
|                            |  |                               |       |                 |      |   |                 |   |                 |  |      |                    |  |   |      |  
|Total                       |  | $                             | 2,201 |                 | 13.6 | % |                 | $ | 2,224           |  | 13.5 | %                  |  | $ | (23  | )
|                            |  |                               |       |                 |      |   |                 |   |                 |  |      |                    |  |   |      |  



|(1) | On September 1, 2009, we formed the Health & Public Service operating group by combining various healthcare-related components of our Products operating
group with our Public Service operating group. Prior-period amounts have been reclassified to conform to the current-period presentation.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We estimate that the aggregate percentage impact of foreign-exchange rates on our operating income during the nine months ended
May 31, 2010 was similar to that disclosed for net revenues. General and administrative costs as a percentage of net revenues decreased during the nine months ended May 31, 2010, compared with the nine months ended May 31, 2009,
primarily due to expense savings resulting from the global consolidation of office space in fiscal 2009. In addition, during the nine months ended May 31, 2009, each operating group recorded a portion of the $72 million bad debt provision. The
commentary below provides additional insight into operating group performance and operating margin for the nine months ended May 31, 2010 compared with the nine months ended May 31, 2009, exclusive of these impacts.



| |  |  | Communications & High Tech operating income decreased, primarily due to revenue declines and higher selling costs as a percentage of
net revenues, offset by improved outsourcing contract profitability.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Financial Services operating income increased, primarily due to consulting revenue growth and improved utilization, partially offset by outsourcing
revenue declines.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Health & Public Service operating income decreased, primarily due to inefficient delivery on a consulting contract and higher selling costs as
a percentage of net revenues. In addition, results for the nine months ended May 31, 2009 were favorably impacted by the resolution of a contract termination.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Products operating income decreased due to consulting revenue declines, lower consulting contract profitability and higher selling costs as a
percentage of net revenues.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Resources operating income increased due to improved utilization, partially offset by consulting revenue declines.
| | - |  | ------------------------------------------------------------------------------------------------------------------

Interest Income

Interest income for the nine months ended May 31, 2010 was $21 million, compared with $42 million for the nine months ended
May 31, 2009. The change was primarily due to lower interest rates.



24



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##### Table of Contents

Other (Expense) Income, net

Other expense, net for the nine months ended May 31, 2010 was $14 million, compared with $2 million for the nine months ended
May 31, 2009. The change was driven by higher net foreign exchange losses during the nine months ended May 31, 2010, compared with the nine months ended May 31, 2009.

Provision for Income Taxes

The effective tax rate for the nine months ended May 31, 2010 was 29.5%, compared with 27.6% for the nine months ended May 31,
2009. The effective tax rate for the nine months ended May 31, 2010 includes lower benefits related to final determinations and other adjustments to prior-year tax liabilities as compared with the nine months ended May 31, 2009. This was
partially offset by benefits related to changes in the geographic mix of income.

Our provision for income taxes is based on
many factors and subject to volatility year to year. We expect the fiscal 2010 annual effective tax rate to be in the range of 29% to 30%. The fiscal 2009 annual effective tax rate was 27.6%.

Liquidity and Capital Resources

Our primary sources of liquidity are cash flows from operations, debt capacity available under various credit facilities and available
cash reserves. We may also be able to raise additional funds through public or private debt or equity financings in order to:



| |  |  | take advantage of opportunities, including more rapid expansion;
| | - |  | ----------------------------------------------------------------



| |  |  | acquire other businesses or technologies;
| | - |  | -----------------------------------------



| |  |  | develop new services and solutions;
| | - |  | -----------------------------------



| |  |  | respond to competitive pressures; or
| | - |  | ------------------------------------



| |  |  | facilitate purchases, redemptions and exchanges of Accentures and our shares.
| | - |  | ------------------------------------------------------------------------------

As of May 31, 2010, cash and cash equivalents totaled $4.3 billion, compared with $4.5 billion as of August 31, 2009, a
decrease of approximately $200 million.

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



|                                                             |  |                               |        |   |      |   |        |        |  |   |      |  
|------------------------------------------------------------ |  | ----------------------------- | ------ | - | ---- | - | ------ | ------ |  | - | ---- | -
|                                                             |  | Nine Months Ended May 31,     |        |   |      |  
|                                                             |  | 2010                          |        |   | 2009 |   |        | Change | 
|                                                             |  | (In millions of U.S. dollars) |       
|Net cash provided by (used in):                              |  |                               |        |   |      |   |        |        |  |   |      |  
|Operating activities                                         |  | $                             | 1,840  |   |      | $ | 2,113  |        |  | $ | (273 | )
|Investing activities                                         |  |                               | (164   | ) |      |   | (150   | )      |  |   | (14  | )
|Financing activities                                         |  |                               | (1,723 | ) |      |   | (1,387 | )      |  |   | (336 | )
|Effect of exchange rate changes on cash and cash equivalents |  |                               | (183   | ) |      |   | (177   | )      |  |   | (6   | )
|                                                             |  |                               |        |   |      |   |        |        |  |   |      |  
|Net (decrease) increase in cash and cash equivalents (1)     |  | $                             | (230   | ) |      | $ | 400    |        |  | $ | (629 | )
|                                                             |  |                               |        |   |      |   |        |        |  |   |      |  



|(1) | May not total due to rounding.
|--- | ------------------------------

Operating Activities. The $273 million decrease in cash provided by operating activities was primarily due to lower net income, as
well as changes in operating assets and liabilities.

Investing Activities. The $14 million increase in cash used was
primarily due to an increase in spending on business acquisitions and lower net proceeds from available-for-sale investments, partially offset by a decrease in spending on property and equipment.

Financing Activities. The $336 million increase in cash used was primarily due to an increase in cash dividends paid, partially
offset by an increase in proceeds from share issuances. For additional information, see Note 5 (Shareholders Equity) to our Consolidated Financial Statements under Item 1, Financial Statements.

We believe that our available cash balances and the cash flows we expect from operations will be sufficient to satisfy our current and
planned working capital and investment needs for the next twelve months. We also believe that our longer-term working capital and other general corporate funding requirements will be satisfied through cash flows from operations and, to the extent
necessary, from our borrowing facilities and future financial market activities.



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##### Table of Contents

Borrowing Facilities

As of May 31, 2010, we had the following borrowing facilities and related borrowings, including the issuance of letters of credit,
for general working capital purposes:



|                                                                                     |                               |                 |       |                           |   |  
|------------------------------------------------------------------------------------ | ----------------------------- | --------------- | ----- | ------------------------- | - | -
|                                                                                     |                               | Facility Amount |       | BorrowingsUnderFacilities
|                                                                                     | (In millions of U.S. dollars)
|Syndicated loan facility                                                             |                               | $               | 1,200 |                           | $ | 
|Separate bilateral, uncommitted, unsecured multicurrency revolving credit facilities |                               |                 | 350   |                           |   | 
|Local guaranteed and non-guaranteed lines of credit                                  |                               |                 | 149   |                           |   | 
|                                                                                     |                               |                 |       |                           |   |  
|Total                                                                                |                               | $               | 1,699 |                           | $ | 
|                                                                                     |                               |                 |       |                           |   |  

Under the borrowing facilities described above, we had
an aggregate of $135 million of letters of credit outstanding as of May 31, 2010. In addition, we had total outstanding debt of $0.8 million as of May 31, 2010.

Share Purchases and Redemptions

The Board of Directors of Accenture plc has authorized funding for purchases and redemptions of Accenture plc Class A ordinary
shares, Accenture SCA Class I common shares and Accenture Canada Holdings Inc. exchangeable shares held by our current and former senior executives and their permitted transferees.

On September 30, 2009, the Board of Directors of Accenture plc approved $4.0 billion in additional share repurchase authority,
bringing Accentures and our total outstanding authority to approximately $4.9 billion. During the first nine months of fiscal 2010, Accenture and we repurchased or redeemed 30,035,409 shares for a total of $1,226 million; these transactions
reduced our available authorization. As of May 31, 2010, Accentures and our aggregate available authorization was approximately $3.6 billion for Accentures publicly announced open-market share purchase program and the other share
purchase programs.

Other Share Redemptions

During the nine months ended May 31, 2010, Accenture issued 1,770,602 Accenture plc Class A ordinary shares upon redemptions of
an equivalent number of Accenture SCA Class I common shares pursuant to Accentures registration statement on Form S-3 (the registration statement). The registration statement allows Accenture, at our option, to issue freely
tradable Accenture plc Class A ordinary shares in lieu of cash upon redemptions of Accenture SCA Class I common shares held by our senior executives, former executives and their permitted transferees.

For a complete description of all share purchase and redemption activity for the third quarter of fiscal 2010, see Part II, Item 2,
Unregistered Sales of Equity Securities and Use of Proceeds.

Off-Balance Sheet Arrangements

In the normal course of business and in conjunction with some client engagements, we have entered into contractual arrangements through
which we may be obligated to indemnify clients with respect to certain matters. These arrangements with clients can include provisions whereby we have joint and several liability in relation to the performance of certain contractual obligations
along with third parties also providing services and products for a specific project. Indemnification provisions are also included in arrangements under which we agree to hold the indemnified party harmless with respect to third-party claims related
to such matters as title to assets sold or licensed or certain intellectual property rights.

Typically, we have contractual
recourse against third parties for certain payments made by us in connection with arrangements where third-party nonperformance has given rise to the clients claim. Payments by us under any of the arrangements described above are generally
conditioned on the client making a claim, which may be disputed by us typically under dispute resolution procedures specified in the particular arrangement. The limitations of liability under these arrangements may be expressly limited or may not be
expressly specified in terms of time and/or amount.

For arrangements with unspecified limitations, we cannot reasonably
estimate the aggregate maximum potential liability, as it is inherently difficult to predict the maximum potential amount of such payments, due to the conditional nature and unique facts of each particular arrangement.

To date, we have not been required to make any significant payment under any of the arrangements described above. For further discussion
of these transactions, see Note 8 (Commitments and Contingencies) to our Consolidated Financial Statements under Item 1, Financial Statements.



26



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##### Table of Contents

Recently Adopted Accounting Pronouncements

On September 1, 2009, we adopted guidance issued by the Financial Accounting Standards Board (FASB) on business
combinations. The guidance establishes principles and requirements for: recognizing and measuring the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree; recognizing and measuring the goodwill
acquired in the business combination or a gain from a bargain purchase; expensing acquisition-related costs as incurred; and determining what information to disclose to enable users of the financial statements to evaluate the nature and financial
effects of the business combination. The adoption of the guidance on business combinations did not have a material impact on our Consolidated Financial Statements under Item 1, Financial Statements.

On September 1, 2009, we adopted guidance issued by the FASB on noncontrolling interests, which establishes accounting and reporting
standards requiring the noncontrolling interest in a subsidiary, previously referred to as minority interest, to be presented as a separate component in the shareholders equity section of the Consolidated Balance Sheet. As required, the
guidance on noncontrolling interests was applied prospectively with the exception of presentation and disclosure requirements, which were applied retrospectively for all periods presented. For additional information, see Note 5 (Shareholders
Equity) to our Consolidated Financial Statements under Item 1, Financial Statements.

New Accounting Pronouncements

In September 2009, the FASB issued amended revenue recognition guidance for arrangements with multiple deliverables. The
new guidance eliminates the residual method of allocation in previous guidance and requires that arrangement considerations be allocated at the inception of the arrangement to all deliverables using the relative selling price. The new guidance
requires that a vendor use estimates of a selling price developed in a manner that is consistent with that used to determine the price to sell the deliverable on a standalone basis for all deliverables that meet the remaining separation criteria
when vendor-specific objective evidence and third-party evidence, respectively, do not exist as estimates of selling price. This guidance is effective prospectively for revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010. We are currently assessing the potential impact of this new guidance; however, we do not expect a material impact on our Consolidated Financial Statements under Item 1, Financial Statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

During the nine months ended May 31, 2010, there were no material changes in our market risk exposure. For a discussion of our market
risk associated with foreign currency risk, interest rate risk and equity price risk as of August 31, 2009, see Quantitative and Qualitative Disclosures about Market Risk in Part II, Item 7A, of our Annual Report on Form 10-K
for the year ended August 31, 2009.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of our management, including the chief executive officer and
the chief financial officer of Accenture, the general partner of Accenture SCA, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report.
Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Based on that evaluation, the chief executive officer and the chief financial officer of
Accenture have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during the third quarter of fiscal 2010 that has
materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are involved in a number of judicial and arbitration proceedings concerning matters arising in the ordinary course of our business. We
and/or our personnel also from time to time are involved in investigations by various regulatory or legal authorities concerning matters arising in the course of our business around the world. We do not expect that any of these matters, individually
or in the aggregate, will have a material impact on our results of operations or financial condition.



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##### Table of Contents

As previously reported, in April 2007, the U.S. Department of Justice (the DOJ)
intervened in a civil qui tam action previously filed under seal by two private individuals in the U.S. District Court for the Eastern District of Arkansas against Accenture and several of its indirect subsidiaries. The complaint as
amended alleges that, in connection with work we undertook for the U.S. federal government, we received payments, resale revenue or other benefits as a result of, or otherwise acted improperly in connection with, alliance agreements we maintain with
technology vendors and others in violation of our contracts with the U.S. government and/or applicable law or regulations. Similar suits were brought against other companies in our industry. The suit alleges that these amounts and relationships were
not disclosed to the government in violation of the Federal False Claims Act and the Anti-Kickback Act, among other statutes. The DOJ complaint seeks various remedies including treble damages, statutory penalties and disgorgement of profits. While
the complaint does not allege damages with specificity, the amount sought by the DOJ will depend on the theories it pursues and could be significant. The suit could lead to other related proceedings and actions by various agencies of the U.S.
government, including potential suspension or debarment proceedings. We intend to defend such matters vigorously and do not believe they will have a material impact on our results of operations or financial condition.

As previously reported, in July 2003, we became aware of an incident of possible noncompliance with the Foreign Corrupt Practices Act
and/or with Accentures internal controls in connection with certain of our operations in the Middle East. In 2003, we voluntarily reported the incident to the appropriate authorities in the United States promptly after its discovery. Shortly
thereafter, the SEC advised us it would be undertaking an informal investigation of this incident, and the DOJ indicated it would also conduct a review. Since that time, there have been no further developments. We do not believe that this incident
will have any material impact on our results of operations or financial condition.

We currently maintain the types and
amounts of insurance customary in the industries and countries in which we operate, including coverage for professional liability, general liability and management liability. We consider our insurance coverage to be adequate both as to the risks and
amounts for the businesses we conduct.

ITEM 1A. RISK FACTORS

For a discussion of our potential risks and uncertainties, see the information under the heading Risk Factors in our Annual
Report on Form 10-K for the year ended August 31, 2009. There have been no material changes to risk factors disclosed in our Annual Report on Form 10-K for the year ended August 31, 2009.



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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Purchases and redemptions of Accenture SCA Class I common shares and Accenture Canada Holdings Inc. exchangeable shares

The following table provides information relating to our purchases and redemptions of Accenture SCA Class I common shares and Accenture
Canada Holdings Inc. exchangeable shares during the third quarter of fiscal 2010.



|                               |  |                                         |  |                                     |  |                                                                                   |  |                                                                                                          
|------------------------------ |  | --------------------------------------- |  | ----------------------------------- |  | --------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------
|Period                         |  | Total Number of Shares    Purchased (1) |  | Average Price    Paid per Share (2) |  | Total Number of Shares    Purchased as Part
ofPublicly Announced Plansor Programs |  | Approximate Dollar Value    of Shares that May Yet 
BePurchased Under PubliclyAnnounced Plans or Programs
|Accenture SCA                  |  |                                         |  |                                     |  |                                                                                   |  |                                                                                                          
|March 1, 2010  March 31, 2010 |  |                                         |  |                                     |  |                                                                                   |  |                                                                                                          
|Class I common shares          |  | 374,622                                 |  | $42.08                              |  |                                                                                  |  |                                                                                                         
|April 1, 2010  April 30, 2010 |  |                                         |  |                                     |  |                                                                                   |  |                                                                                                          
|Class I common shares          |  | 3,778,472                               |  | $43.36                              |  |                                                                                  |  |                                                                                                         
|May 1, 2010  May 31, 2010     |  |                                         |  |                                     |  |                                                                                   |  |                                                                                                          
|Class I common shares          |  | 961,371                                 |  | $41.02                              |  |                                                                                  |  |                                                                                                         
|Total                          |  |                                         |  |                                     |  |                                                                                   |  |                                                                                                          
|Class I common shares (3)      |  | 5,114,465                               |  | $42.82                              |  |                                                                                  |  |                                                                                                         
|Accenture Canada Holdings Inc. |  |                                         |  |                                     |  |                                                                                   |  |                                                                                                          
|March 1, 2010  March 31, 2010 |  |                                         |  |                                     |  |                                                                                   |  |                                                                                                          
|Exchangeable shares            |  | 20,000                                  |  | $41.97                              |  |                                                                                  |  |                                                                                                         
|April 1, 2010  April 30, 2010 |  |                                         |  |                                     |  |                                                                                   |  |                                                                                                          
|Exchangeable shares            |  | 57,300                                  |  | $43.52                              |  |                                                                                  |  |                                                                                                         
|May 1, 2010  May 31, 2010     |  |                                         |  |                                     |  |                                                                                   |  |                                                                                                          
|Exchangeable shares            |  | 19,500                                  |  | $41.21                              |  |                                                                                  |  |                                                                                                         
|Total                          |  |                                         |  |                                     |  |                                                                                   |  |                                                                                                          
|Exchangeable shares (3)        |  | 96,800                                  |  | $42.74                              |  |                                                                                  |  |                                                                                                         



|(1) | During the third quarter of fiscal 2010, we acquired a total of 5,114,465 Accenture SCA Class I common shares and 96,800 Accenture Canada Holdings Inc. exchangeable
shares from current and former senior executives and their permitted transferees. This includes acquisitions by means of redemption or purchase, or employee share forfeiture, as applicable.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Average price per share reflects the total cash outlay for the period, divided by the number of shares acquired, including those acquired by purchase and any acquired
by means of employee share forfeiture.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | As of May 31, 2010, Accentures and our aggregate available authorization for share purchases and redemptions was $3,625 million, which management has
the discretion to use for either Accentures publicly announced open-market share purchase program or the other share purchase programs. To date, the Board of Directors of Accenture plc has authorized an aggregate of $15.1 billion for purchases
and redemptions of Accenture plc Class A ordinary shares, Accenture SCA Class I common shares or Accenture Canada Holdings Inc. exchangeable shares.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Other Transactions Related to Accenture SCA Class I common shares

On March 31, 2010, April 13, 2010, April 30, 2010, May 25, 2010 and May 31, 2010, we transferred
an aggregate of 5,157,712 Accenture SCA Class I common shares to Accenture in connection with transactions related to the issuance of Accenture plc Class A ordinary shares delivered pursuant to outstanding options awards, grants of restricted
share units and other issuances under equity compensation plans. In each case, the Accenture SCA Class I common shares were transferred in reliance on the exemption from registration contained in Section 4(2) of the Securities Act on the basis
that the transaction did not involve any public offering.



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##### Table of Contents

Purchases and redemptions of Accenture plc Class A ordinary shares and Class X ordinary shares

The following table provides additional information relating to purchases by Accenture of Accenture plc Class A ordinary
shares and redemptions of Accenture plc Class X ordinary shares during the third quarter of fiscal 2010. We believe the following table and footnotes provide useful information because the market value of Accenture SCA Class I common shares is based
on the share price of Accenture plc Class A ordinary shares, and purchases of these shares may affect the share price of Accenture plc Class A ordinary shares.



|                               |  |                                     |  |                                     |  |                                                                                       |  |                                                                                                             
|------------------------------ |  | ----------------------------------- |  | ----------------------------------- |  | ------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------
|Period                         |  | Total Number of Shares    Purchased |  | Average Price    Paid per Share (1) |  | Total Number of Shares    Purchased as Part ofPublicly Announced
Plansor Programs (2) |  | Approximate Dollar Value    of Shares that May Yet BePurchased Under
PubliclyAnnounced Plans or Programs (3)
|                               |  |                                     |  |                                     |  |                                                                                       |  | (In millions of U.S. dollars)                                                                               
|March 1, 2010  March 31, 2010 |  |                                     |  |                                     |  |                                                                                       |  |                                                                                                             
|Class A ordinary shares        |  | 104,863                             |  | $        41.62                      |  |                                                                                      |  | $4,045                                                                                                      
|Class X ordinary shares        |  | 268,767                             |  | $0.0000225                          |  |                                                                                      |  |                                                                                                            
|April 1, 2010  April 30, 2010 |  |                                     |  |                                     |  |                                                                                       |  |                                                                                                             
|Class A ordinary shares        |  | 13,601                              |  | $        42.17                      |  |                                                                                      |  | $3,879                                                                                                      
|Class X ordinary shares        |  | 3,177,880                           |  | $0.0000225                          |  |                                                                                      |  |                                                                                                            
|May 1, 2010  May 31, 2010     |  |                                     |  |                                     |  |                                                                                       |  |                                                                                                             
|Class A ordinary shares        |  | 5,319,489                           |  | $        41.14                      |  | 5,200,000                                                                             |  | $3,625                                                                                                      
|Class X ordinary shares        |  | 885,887                             |  | $0.0000225                          |  |                                                                                      |  |                                                                                                            
|Total                          |  |                                     |  |                                     |  |                                                                                       |  |                                                                                                             
|Class A ordinary shares (4)    |  | 5,437,953                           |  | $        41.15                      |  | 5,200,000                                                                             |  |                                                                                                             
|Class X ordinary shares (5)    |  | 4,332,534                           |  | $0.0000225                          |  |                                                                                      |  |                                                                                                             



|(1) | Average price per share reflects the total cash outlay for the period, divided by the number of shares acquired, including those acquired by redemption or purchase and
any acquired by means of employee share forfeiture.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Since August 2001, the Board of Directors of Accenture plc has authorized and periodically confirmed a publicly announced open-market share purchase program for
acquiring Accenture plc Class A ordinary shares. During the third quarter of fiscal 2010, Accenture repurchased 5,200,000 Accenture plc Class A ordinary shares under this program for an aggregate price of $213.3 million. The open-market
purchase program does not have an expiration date.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(3) | As of May 31, 2010, Accentures and our aggregate available authorization for share repurchases and redemptions was $3,625 million, which management has
the discretion to use for either Accentures publicly announced open-market share purchase program or the other share purchase programs. As of May 31, 2010, the Board of Directors of Accenture plc has authorized an aggregate of $15.1
billion for repurchases and redemptions of Accenture plc Class A ordinary shares, Accenture SCA Class I common shares or Accenture Canada Holdings Inc. exchangeable shares.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(4) | During the third quarter of fiscal 2010, Accenture purchased 237,953 Accenture plc Class A ordinary shares in transactions unrelated to publicly announced share
plans or programs. These transactions primarily consisted of acquisitions of Accenture plc Class A ordinary shares 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 Accentures various employee equity share plans.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(5) | During the third quarter of fiscal 2010, Accenture redeemed 4,332,534 Accenture plc Class X ordinary shares pursuant to its articles of association. Accenture plc
Class X ordinary shares are redeemable at their par value of $0.0000225 per share.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. (REMOVED AND RESERVED)

ITEM 5. OTHER INFORMATION

(a) None.

(b)
None.

ITEM 6. EXHIBITS

Exhibit Index:



|               |  |                                                                                                                                                                                                  
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number |  | Exhibit                                                                                                                                                                                          
|3.1            |  | Form of Articles of Association of Accenture SCA, updated as of November 16, 2009 (incorporated by reference to Exhibit 10.1 to the November 30, 2009 Accenture plc
10-Q)                        
|               | 
|3.2            |  | Memorandum and Articles of Association of Accenture plc (incorporated by reference to Exhibit 3.1 to Accenture plcs 8-K12B filed on September 1, 2009)                                          
|               | 
|31.1           |  | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|               | 
|31.2           |  | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|               | 
|32.1           |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                            
|               | 
|32.2           |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                            



31



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##### Table of Contents

SIGNATURES

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

Date: June 25, 2010



ACCENTURE SCA, represented by its general partner, Accenture plc, itself represented by its duly authorized signatoryBy:

/s/ Pamela J. CraigName:

Pamela J. CraigTitle:

Chief Financial Officer of Accenture plc, general partner of Accenture SCA




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##### Table of Contents

EXHIBIT INDEX



|               |  |                                                                                                                                                                                                  
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number |  | Exhibit                                                                                                                                                                                          
|3.1            |  | Form of Articles of Association of Accenture SCA, updated as of November 16, 2009 (incorporated by reference to Exhibit 10.1 to the November 30, 2009 Accenture plc
10-Q)                        
|               | 
|3.2            |  | Memorandum and Articles of Association of Accenture plc (incorporated by reference to Exhibit 3.1 to Accenture plcs 8-K12B filed on September 1, 2009)                                          
|               | 
|31.1           |  | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|               | 
|31.2           |  | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|               | 
|32.1           |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                            
|               | 
|32.2           |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                            



33