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, 2009
 OR
 o
    
    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
    
    (I.R.S. Employerincorporation or organization)
    
    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)
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
 




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##### 



ACCENTURE SCA
 INDEX
 PagePart I. Financial Information
    
    
    3Item 1. Financial Statements
    
    
    3Consolidated Balance Sheets as of May 31, 2009 (Unaudited) and August 31, 2008
    
    
    3Consolidated Income Statements (Unaudited) for the three and nine months ended May 31, 2009 and 2008
    
    
    4Consolidated Shareholders Equity and Comprehensive Income Statements (Unaudited) for the nine months ended May 31, 2009
    
    
    5Consolidated Cash Flows Statements (Unaudited) for the nine months ended May 31, 2009 and 2008
    
    
    6Notes to Consolidated Financial Statements (Unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    18Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    33Item 4. Controls and Procedures
    
    
    33Part II. Other Information
    
    
    34Item 1. Legal Proceedings
    
    
    34Item 1A. Risk Factors
    
    
    35Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    35Item 3. Defaults upon Senior Securities
    
    
    37Item 4. Submission of Matters to a Vote of Security Holders
    
    
    38Item 5. Other Information
    
    
    38Item 6. Exhibits
    
    
    38Signatures
    
    
    39
 2




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##### 



PART I  FINANCIAL INFORMATION
 ITEM 1. FINANCIAL STATEMENTS
 ACCENTURE SCA
 CONSOLIDATED BALANCE SHEETS
May 31, 2009 and August 31, 2008
(In thousands of U.S. dollars, except share and per share amounts)
 May 31,
    
    
    August 31,2009
    
    
    2008(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    4,002,459
    
    
    $
    3,602,760Short-term investments
    
    
    9,459
    
    
    
    20,282Receivables from clients, net
    
    
    2,437,325
    
    
    
    2,996,815Unbilled services, net
    
    
    1,307,186
    
    
    
    1,518,580Deferred income taxes, net
    
    
    383,146
    
    
    
    425,859Other current assets
    
    
    485,251
    
    
    
    594,832Total current assets
    
    
    8,624,826
    
    
    
    9,159,128NON-CURRENT ASSETS:Unbilled services, net
    
    
    97,216
    
    
    
    43,627Investments
    
    
    9,168
    
    
    
    19,034Property and equipment, net of accumulated depreciation of $1,717,931 and $1,625,685, respectively
    
    
    717,422
    
    
    
    800,164Goodwill
    
    
    803,748
    
    
    
    839,957Deferred contract costs
    
    
    531,046
    
    
    
    539,856Deferred income taxes, net
    
    
    669,392
    
    
    
    613,943Other non-current assets
    
    
    374,846
    
    
    
    382,816Total non-current assets
    
    
    3,202,838
    
    
    
    3,239,397TOTAL ASSETS
    
    $
    11,827,664
    
    
    $
    12,398,525LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Current portion of long-term debt and bank borrowings
    
    $
    983
    
    
    $
    6,570Accounts payable
    
    
    746,568
    
    
    
    1,017,227Deferred revenues
    
    
    1,690,867
    
    
    
    1,810,661Accrued payroll and related benefits
    
    
    2,288,066
    
    
    
    2,809,196Accrued consumption taxes
    
    
    246,511
    
    
    
    343,658Income taxes payable
    
    
    335,590
    
    
    
    249,986Deferred income taxes, net
    
    
    42,015
    
    
    
    57,258Other accrued liabilities
    
    
    557,836
    
    
    
    553,322Total current liabilities
    
    
    5,908,436
    
    
    
    6,847,878NON-CURRENT LIABILITIES:Long-term debt
    
    
    673
    
    
    
    1,708Deferred revenues relating to contract costs
    
    
    553,480
    
    
    
    555,935Retirement obligation
    
    
    494,106
    
    
    
    483,857Deferred income taxes, net
    
    
    45,397
    
    
    
    32,258Income taxes payable
    
    
    1,040,139
    
    
    
    1,086,244Other non-current liabilities
    
    
    177,886
    
    
    
    197,970Total non-current liabilities
    
    
    2,311,681
    
    
    
    2,357,972COMMITMENTS AND CONTINGENCIESMINORITY INTEREST
    
    
    104,602
    
    
    
    80,427SHAREHOLDERS EQUITY:Class I common shares, par value 1.25 euros per share, 10,000,000,000 shares authorized,
117,321,434 and 140,381,970 shares issued and outstanding as of May 31, 2009
and August 31, 2008, respectively
    
    
    131,500
    
    
    
    157,290Class II common shares, par value 1.25 euros per share, 20,000,000,000 shares authorized,
494,880,698 and 486,667,264 shares issued as of May 31, 2009
and August 31, 2008, respectively
    
    
    567,893
    
    
    
    554,989Class III, including Class III-A through -N lettered sub-series common shares, par value 1.25 euros per
share, 10,000,000,000 shares authorized, 882,222,561 and 848,989,204 shares issued as of
May 31, 2009 and August 31, 2008, respectively
    
    
    1,004,768
    
    
    
    962,995Restricted share units (related to Accenture Ltd Class A common shares)
    
    
    978,175
    
    
    
    819,577Additional paid-in capital
    
    
    4,384,887
    
    
    
    4,054,434Treasury shares, at cost: Class II common, 23,922,390 and 15,708,956 shares at May 31, 2009
and August 31, 2008, respectively; Class III common, 298,957,783 and 267,645,545 shares at
May 31, 2009 and August 31, 2008, respectively
    
    
    (9,176,392
    )
    
    
    (8,058,110
    )Investment in Accenture Ltd shares, at cost, 16,543,912 and 15,503,200 shares at May 31,
2009 and August 31, 2008, respectively
    
    
    (562,229
    )
    
    
    (524,984
    )Retained earnings
    
    
    6,344,383
    
    
    
    5,139,929Accumulated other comprehensive (loss) income
    
    
    (170,040
    )
    
    
    6,128Total shareholders equity
    
    
    3,502,945
    
    
    
    3,112,248TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    11,827,664
    
    
    $
    12,398,525
  3




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##### 



ACCENTURE SCA
 CONSOLIDATED INCOME STATEMENTS
For the Three and Nine Months Ended May 31, 2009 and 2008
(In thousands of U.S. dollars, except per share amounts)
(Unaudited)
 Three Months Ended May 31,
    
    

Nine Months Ended May 31,2009
    
    
    2008
    
    
    2009
    
    
    2008REVENUES:Revenues before reimbursements
(Net revenues)
    
    $
    5,145,093
    
    
    $
    6,102,059
    
    
    $
    16,430,914
    
    
    $
    17,387,286Reimbursements
    
    
    392,255
    
    
    
    491,142
    
    
    
    1,234,605
    
    
    
    1,365,495Revenues
    
    
    5,537,348
    
    
    
    6,593,201
    
    
    
    17,665,519
    
    
    
    18,752,781OPERATING EXPENSES:Cost of services:Cost of services before
reimbursable expenses
    
    
    3,474,466
    
    
    
    4,179,378
    
    
    
    11,250,154
    
    
    
    12,106,478Reimbursable expenses
    
    
    392,255
    
    
    
    491,142
    
    
    
    1,234,605
    
    
    
    1,365,495Cost of services
    
    
    3,866,721
    
    
    
    4,670,520
    
    
    
    12,484,759
    
    
    
    13,471,973Sales and marketing
    
    
    524,879
    
    
    
    605,582
    
    
    
    1,607,297
    
    
    
    1,665,283General and administrative costs
    
    
    410,532
    
    
    
    450,590
    
    
    
    1,355,912
    
    
    
    1,370,426Reorganization costs (benefits), net
    
    
    3,176
    
    
    
    4,355
    
    
    
    (6,728
    )
    
    
    18,489Total operating expenses
    
    
    4,805,308
    
    
    
    5,731,047
    
    
    
    15,441,240
    
    
    
    16,526,171OPERATING INCOME
    
    
    732,040
    
    
    
    862,154
    
    
    
    2,224,279
    
    
    
    2,226,610(Loss) gain on investments, net
    
    
    (157
    )
    
    
    238
    
    
    
    1,084
    
    
    
    6,512Interest income
    
    
    8,649
    
    
    
    23,756
    
    
    
    42,000
    
    
    
    85,646Interest expense
    
    
    (3,285
    )
    
    
    (4,450
    )
    
    
    (9,899
    )
    
    
    (17,532
    )Other income (expense), net
    
    
    10,524
    
    
    
    (3,877
    )
    
    
    (2,210
    )
    
    
    (348
    )INCOME BEFORE INCOME TAXES
    
    
    747,771
    
    
    
    877,821
    
    
    
    2,255,254
    
    
    
    2,300,888Provision for income taxes
    
    
    211,242
    
    
    
    270,250
    
    
    
    623,084
    
    
    
    653,963INCOME BEFORE MINORITY INTEREST
    
    
    536,529
    
    
    
    607,571
    
    
    
    1,632,170
    
    
    
    1,646,925Minority interest in Accenture Canada
Holdings Inc.
    
    
    (1,651
    )
    
    
    (2,200
    )
    
    
    (5,155
    )
    
    
    (6,090
    )Minority interest  other
    
    
    (4,702
    )
    
    
    (4,552
    )
    
    
    (13,573
    )
    
    
    (12,401
    )NET INCOME
    
    $
    530,176
    
    
    $
    600,819
    
    
    $
    1,613,442
    
    
    $
    1,628,434Cash dividends per share
    
    $
    
    
    
    $
    
    
    
    $
    0.50
    
    
    $
    0.42
  4




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##### 



ACCENTURE SCA
 CONSOLIDATED SHAREHOLDERS EQUITY AND COMPREHENSIVE INCOME STATEMENTS
For the Nine Months Ended May 31, 2009
(In thousands of U.S. dollars and in thousands of share amounts)
(Unaudited)
 RestrictedShare Units(related toClass I
    
    
    Class II
    
    
    Class III
    
    
    Accenture LtdCommon
    
    
    Common
    
    
    Common
    
    
    Class A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Accumulated OtherShares
    
    
    Shares
    
    
    Shares
    
    
    Common
    
    
    Additional
    
    
    Treasury Shares
    
    
    Investment in Accenture Ltd
    
    
    Retained
    
    
    Comprehensive$
    
    
    No. Shares
    
    
    $
    
    
    No. Shares
    
    
    $
    
    
    No. Shares
    
    
    Shares)
    
    
    Paid-in Capital
    
    
    $
    
    
    No. Shares
    
    
    $
    
    
    No. Shares
    
    
    Earnings
    
    
    Income (Loss)
    
    
    TotalBalance as of August
31, 2008
    
    $
    157,290
    
    
    
    140,382
    
    
    $
    554,989
    
    
    
    486,667
    
    
    $
    962,995
    
    
    
    848,989
    
    
    $
    819,577
    
    
    $
    4,054,434
    
    
    $
    (8,058,110
    )
    
    
    (283,355
    )
    
    $
    (524,984
    )
    
    
    (15,503
    )
    
    $
    5,139,929
    
    
    $
    6,128
    
    
    $
    3,112,248Adoption of FASB
Statement 158
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,302
    )
    
    
    (286
    )
    
    
    (5,588
    )Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,613,442
    
    
    
    
    
    
    
    1,613,442Other
comprehensive
loss:Unrealized
losses on cash
flow
hedges,
net of tax
and
reclassification
adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,484
    )
    
    
    (13,484
    )Unrealized
gains on
marketable
securities,
net of
reclassification
adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    144
    
    
    
    144Foreign
currency
translation
adjustments,
net of
tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (161,503
    )
    
    
    (161,503
    )Amortization
of losses
related to
pension
and other
postretirement
benefits,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,039
    )
    
    
    (1,039
    )Other
comprehensive
loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (175,882
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,437,560Income tax benefit on
share-based
compensation plans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,630
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,630Issuances and
redemptions of Class
II and Class III
common shares
    
    
    
    
    
    
    
    
    
    
    12,904
    
    
    
    8,214
    
    
    
    15,983
    
    
    
    10,173
    
    
    
    
    
    
    
    286,315
    
    
    
    (315,202
    )
    
    
    (18,386
    )
    
    
    
    
    
    
    
    
    
    
    (307,701
    )
    
    
    
    
    
    
    (307,701
    )Purchases of
Accenture Ltd Class A
common shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (50,366
    )
    
    
    
    
    
    
    
    
    
    
    (37,245
    )
    
    
    (1,041
    )
    
    
    
    
    
    
    
    
    
    
    (87,611
    )Share-based
compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    320,302
    
    
    
    22,533
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    342,835Purchases/redemptions
of Accenture SCA
Class I common
shares
    
    
    (25,790
    )
    
    
    (23,061
    )
    
    
    
    
    
    
    
    
    
    
    25,790
    
    
    
    23,061
    
    
    
    
    
    
    
    
    
    
    
    (690,462
    )
    
    
    (21,935
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (690,462
    )Purchases/redemptions
of Accenture SCA
Class III common
shares and
Accenture
Canada Holdings
Inc. exchangeable
shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,698
    )
    
    
    (544,485
    )
    
    
    (18,127
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (552,183
    )Issuances of
Accenture SCA Class
III common
shares related to
employee share
programs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (186,944
    )
    
    
    96,700
    
    
    
    431,867
    
    
    
    18,923
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    341,623Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,240
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (95,985
    )
    
    
    
    
    
    
    (70,745
    )Minority interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (43,661
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (43,661
    )Balance as of May 31,
2009
    
    $
    131,500
    
    
    
    117,321
    
    
    $
    567,893
    
    
    
    494,881
    
    
    $
    1,004,768
    
    
    
    882,223
    
    
    $
    978,175
    
    
    $
    4,384,887
    
    
    $
    (9,176,392
    )
    
    
    (322,880
    )
    
    $
    (562,229
    )
    
    
    (16,544
    )
    
    $
    6,344,383
    
    
    $
    (170,040
    )
    
    $
    3,502,945
  5




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##### 



ACCENTURE SCA
 CONSOLIDATED CASH FLOWS STATEMENTS
For the Nine Months Ended May 31, 2009 and 2008
(In thousands of U.S. dollars)
(Unaudited)
 2009
    
    
    2008CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    1,613,442
    
    
    $
    1,628,434Adjustments to reconcile Net income to Net cash provided by operating activities Depreciation, amortization and asset impairments
    
    
    371,009
    
    
    
    354,464Reorganization (benefits) costs, net
    
    
    (6,728
    )
    
    
    18,489Share-based compensation expense
    
    
    342,835
    
    
    
    282,111Deferred income taxes, net
    
    
    1,354
    
    
    
    (21,641
    )Minority interest
    
    
    18,728
    
    
    
    18,491Other, net
    
    
    79,240
    
    
    
    (31,496
    )Change in assets and liabilities, net of acquisitions Receivables from clients, net
    
    
    445,037
    
    
    
    (232,561
    )Unbilled services, current and non-current
    
    
    122,104
    
    
    
    (233,789
    )Other current and non-current assets
    
    
    (98,119
    )
    
    
    (197,350
    )Accounts payable
    
    
    (334,408
    )
    
    
    19,670Deferred revenues, current and non-current
    
    
    (60,167
    )
    
    
    157,405Accrued payroll and related benefits
    
    
    (389,602
    )
    
    
    124,405Income taxes payable, current and non-current
    
    
    70,461
    
    
    
    19,504Other current and non-current liabilities
    
    
    (61,798
    )
    
    
    (133,568
    )Net cash provided by operating activities
    
    
    2,113,388
    
    
    
    1,772,568CASH FLOWS FROM INVESTING ACTIVITIES:Proceeds from maturities and sales of available-for-sale investments
    
    
    20,175
    
    
    
    287,294Purchases of available-for-sale investments
    
    
    (1,677
    )
    
    
    (19,292
    )Proceeds from sales of property and equipment
    
    
    3,269
    
    
    
    10,152Purchases of property and equipment
    
    
    (168,134
    )
    
    
    (233,634
    )Purchases of businesses and investments, net of cash acquired
    
    
    (5,388
    )
    
    
    (244,468
    )Proceeds from sale of business, net of cash transferred
    
    
    2,163
    
    
    
    1,798Net cash used in investing activities
    
    
    (149,592
    )
    
    
    (198,150
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common shares
    
    
    341,623
    
    
    
    362,986Purchases of common shares
    
    
    (1,637,957
    )
    
    
    (1,904,622
    )Proceeds from long-term debt
    
    
    370
    
    
    
    4,474Repayments of long-term debt
    
    
    (1,847
    )
    
    
    (25,608
    )Proceeds from short-term borrowings
    
    
    51,198
    
    
    
    81,073Repayments of short-term borrowings
    
    
    (55,986
    )
    
    
    (79,840
    )Cash dividends paid
    
    
    (70,745
    )
    
    
    (81,453
    )Excess tax benefits from share-based payment arrangements
    
    
    30,856
    
    
    
    43,332Other, net
    
    
    (44,412
    )
    
    
    (37,504
    )Net cash used in financing activities
    
    
    (1,386,900
    )
    
    
    (1,637,162
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (177,197
    )
    
    
    74,771NET INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    399,699
    
    
    
    12,027CASH AND CASH EQUIVALENTS,beginning of period
    
    
    3,602,760
    
    
    
    3,314,396CASH AND CASH EQUIVALENTS,end of period
    
    $
    4,002,459
    
    
    $
    3,326,423
  6




---



##### 



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
   Allowances for Client Receivables and Unbilled Services
  Recently Adopted Accounting Pronouncements
 Disclosures about Derivative Instruments and Hedging Activities, an
amendment of FASB Statement No. 133 Accounting for Derivative Instruments and Hedging Activities
 Fair Value
Measurements Effective Date of FASB Statement No. 157,
 7




---



##### 



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)
 Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, an
amendment of FASB Statements No. 87, 106, and
132(R),
 2. INCOME TAXES
 Effective Tax Rate
  3. REORGANIZATION (BENEFITS) COSTS
  Three Months Ended
    
    
    Nine Months EndedMay 31,
    
    
    May 31,2009
    
    
    2008
    
    
    2009
    
    
    2008Reorganization liability, beginning of period
    
    $
    258,354
    
    
    $
    309,704
    
    
    $
    308,694
    
    
    $
    401,228Final determinations (1)
    
    
    
    
    
    
    (1,093
    )
    
    
    (23,479
    )
    
    
    (83,204
    )Changes in estimates
    
    
    
    
    
    
    1,093
    
    
    
    7,297
    
    
    
    83,204Benefit recorded
    
    
    
    
    
    
    
    
    
    
    (16,182
    )
    
    
    Interest expense accrued
    
    
    3,176
    
    
    
    4,355
    
    
    
    9,454
    
    
    
    18,489Payments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (143,184
    )Foreign currency translation adjustments
    
    
    25,167
    
    
    
    6,130
    
    
    
    (15,269
    )
    
    
    43,656Reorganization liability, end of period
    
    $
    286,697
    
    
    $
    320,189
    
    
    $
    286,697
    
    
    $
    320,189
 
 (1)
    
    Includes final agreements with tax authorities and expirations of statutes of limitations.  8




---



##### 



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)
  4. ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
  May 31,
    
    
    August 31,2009
    
    
    2008Net unrealized (losses) gains on cash flow hedges, net of tax of $(3,566) and $4,959, respectively
    
    $
    (2,103
    )
    
    $
    11,381Net unrealized losses on marketable securities
    
    
    (545
    )
    
    
    (689
    )Foreign currency translation adjustments, net of tax of $2,412 and $1,883, respectively
    
    
    (126,643
    )
    
    
    34,860Pension and postretirement plans, net of tax of $(27,244) and $(25,324), respectively
    
    
    (40,749
    )
    
    
    (39,424
    )Accumulated other comprehensive (loss) income
    
    $
    (170,040
    )
    
    $
    6,128
  May 31,2009Net unrealized gains on cash flow hedges, net of tax, beginning of period
    
    $
    11,381Change in fair value, net of tax of $(17,156)
    
    
    (24,114
    )Reclassification adjustments into earnings, net of tax of $8,631
    
    
    10,630Net unrealized losses on cash flow hedges, net of tax, end of period
    
    $
    (2,103
    )
  May 31,
    
    May 31,2009
    
    2008Three months ended
    
    $
    737,143
    
    
    $
    606,784Nine months ended
    
    
    1,437,560
    
    
    
    1,690,224
 5. BUSINESS COMBINATIONS AND GOODWILL
  ForeignCurrencyAugust 31,
    
    
    Additions/
    
    
    Translation
    
    
    May 31,2008
    
    
    Adjustments
    
    
    Adjustments
    
    
    2009Communications & High Tech
    
    $
    163,386
    
    
    $
    (2,676
    )
    
    $
    (9,424
    )
    
    $
    151,286Financial Services
    
    
    143,380
    
    
    
    47
    
    
    
    (4,955
    )
    
    
    138,472Products
    
    
    329,332
    
    
    
    402
    
    
    
    (10,898
    )
    
    
    318,836Public Service
    
    
    134,895
    
    
    
    70
    
    
    
    (3,033
    )
    
    
    131,932Resources
    
    
    68,964
    
    
    
    737
    
    
    
    (6,479
    )
    
    
    63,222Total
    
    $
    839,957
    
    
    $
    (1,420
    )
    
    $
    (34,789
    )
    
    $
    803,748
 9




---



##### 



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)
 6. RETIREMENT PLANS
  Pension BenefitsThree Months Ended May 31,2009
    
    
    2008Components of pension benefits expense
    
    U.S. Plans
    
    
    Non-U.S. Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    4,569
    
    
    $
    9,930
    
    
    $
    8,327
    
    
    $
    11,244Interest cost
    
    
    15,595
    
    
    
    7,668
    
    
    
    14,989
    
    
    
    8,276Expected return on plan assets
    
    
    (15,761
    )
    
    
    (6,869
    )
    
    
    (17,638
    )
    
    
    (9,017
    )Amortization of loss (gain)
    
    
    393
    
    
    
    (290
    )
    
    
    479
    
    
    
    (390
    )Amortization of prior service cost (credits)
    
    
    52
    
    
    
    (134
    )
    
    
    68
    
    
    
    423Curtailment loss (gain)
    
    
    
    
    
    
    501
    
    
    
    
    
    
    
    (496
    )Special termination benefits charge
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    657Total
    
    $
    4,848
    
    
    $
    10,806
    
    
    $
    6,225
    
    
    $
    10,697
 Pension BenefitsNine Months Ended May 31,2009
    
    
    2008Components of pension benefits expense
    
    U.S. Plans
    
    
    Non-U.S. Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    13,709
    
    
    $
    31,726
    
    
    $
    24,977
    
    
    $
    35,576Interest cost
    
    
    46,783
    
    
    
    24,042
    
    
    
    44,965
    
    
    
    24,866Expected return on plan assets
    
    
    (47,281
    )
    
    
    (22,044
    )
    
    
    (52,914
    )
    
    
    (26,959
    )Amortization of loss (gain)
    
    
    1,181
    
    
    
    (890
    )
    
    
    1,439
    
    
    
    (1,111
    )Amortization of prior service cost (credits)
    
    
    158
    
    
    
    (411
    )
    
    
    208
    
    
    
    653Curtailment loss (gain)
    
    
    
    
    
    
    501
    
    
    
    (13,898
    )
    
    
    (496
    )Special termination benefits charge
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    657Total
    
    $
    14,550
    
    
    $
    32,924
    
    
    $
    4,777
    
    
    $
    33,186
 Postretirement BenefitsThree Months Ended May 31,2009
    
    
    2008Components of postretirement benefits expense
    
    U.S. Plans
    
    
    Non-U.S. Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    1,892
    
    
    $
    185
    
    
    $
    1,744
    
    
    $
    358Interest cost
    
    
    1,869
    
    
    
    393
    
    
    
    1,653
    
    
    
    458Expected return on plan assets
    
    
    (371
    )
    
    
    
    
    
    
    (409
    )
    
    
    Amortization of transitional obligation
    
    
    20
    
    
    
    
    
    
    
    20
    
    
    
    Amortization of (gain) loss
    
    
    
    
    
    
    (62
    )
    
    
    
    
    
    
    18Amortization of prior service credits
    
    
    (201
    )
    
    
    (171
    )
    
    
    (199
    )
    
    
    (212
    )Curtailment gain
    
    
    
    
    
    
    (231
    )
    
    
    
    
    
    
    Total
    
    $
    3,209
    
    
    $
    114
    
    
    $
    2,809
    
    
    $
    622
 10




---



##### 



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)
 Postretirement BenefitsNine Months Ended May 31,2009
    
    
    2008Components of postretirement benefits expense
    
    U.S. Plans
    
    
    Non-U.S. Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    5,676
    
    
    $
    640
    
    
    $
    5,232
    
    
    $
    1,083Interest cost
    
    
    5,607
    
    
    
    1,220
    
    
    
    4,959
    
    
    
    1,381Expected return on plan assets
    
    
    (1,113
    )
    
    
    
    
    
    
    (1,227
    )
    
    
    Amortization of transitional obligation
    
    
    60
    
    
    
    
    
    
    
    60
    
    
    
    Amortization of (gain) loss
    
    
    
    
    
    
    (83
    )
    
    
    
    
    
    
    57Amortization of prior service credits
    
    
    (601
    )
    
    
    (536
    )
    
    
    (601
    )
    
    
    (633
    )Curtailment gain
    
    
    
    
    
    
    (231
    )
    
    
    
    
    
    
    Total
    
    $
    9,629
    
    
    $
    1,010
    
    
    $
    8,423
    
    
    $
    1,888
 7. MATERIAL TRANSACTIONS AFFECTING SHAREHOLDERS EQUITY
 Share Purchase and Redemption Activity
   Accenture SCA Class I, II and IIIAccenture Ltd Class A
    
    
    Common Shares and Accenture CanadaCommon Shares
    
    
    Holdings Inc. Exchangeable Shares
    
    
    TotalShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    AmountAccenture SCA Class I common shares
    
    
    
    
    
    $
    
    
    
    
    21,934,891
    
    
    $
    690,462
    
    
    
    21,934,891
    
    
    $
    690,462Accenture Canada Holdings Inc.
exchangeable shares
    
    
    
    
    
    
    
    
    
    
    244,478
    
    
    
    7,698
    
    
    
    244,478
    
    
    
    7,698Other purchases (1)
    
    
    2,471,116
    
    
    
    87,611
    
    
    
    
    
    
    
    
    
    
    
    2,471,116
    
    
    
    87,611Inter-company redemptions of SCA
Class II common shares and SCA
Class III common shares (2)
    
    
    
    
    
    
    
    
    
    
    36,514,259
    
    
    
    859,687
    
    
    
    36,514,259
    
    
    
    859,687Total
    
    
    2,471,116
    
    
    $
    87,611
    
    
    
    58,693,628
    
    
    $
    1,557,847
    
    
    
    61,164,744
    
    
    $
    1,645,458
 
 (1)
    
    During the nine months ended May 31, 2009, as authorized under Accentures various employee
equity share plans, Accenture and the Company acquired Accenture Ltd Class A common shares
primarily via share withholding for payroll tax obligations due from employees and former
employees in connection with the delivery of Accenture Ltd Class A common shares under those
plans.(2)
    
    On November 17, 2008, the Company redeemed 8,213,434 Accenture SCA Class II common shares and
10,172,821 Accenture SCA Class III common shares from Accenture for total consideration of
$315,202, which included a cash outlay of approximately $307,701. These redemptions were made
in transactions unrelated to publicly announced share plans or programs. Transactions
involving Accenture SCA Class II and Class III common shares consist exclusively of
inter-company transactions undertaken to facilitate other corporate purposes. During the nine
months ended May 31, 2009, in addition to the 10,172,821 Accenture SCA Class III common shares
mentioned above, the Company
redeemed 18,128,004 Accenture SCA Class III common shares held by Accenture for consideration of
approximately $544,484.  11




---



##### 



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)
 Other Share Redemptions
  Dividend
  Class III Common Shares
  May 31, 2009
    
    
    August 31, 2008Title of Issuance
    
    Authorized
    
    
    Issued Shares
    
    
    Amount
    
    
    Issued Shares
    
    
    AmountClass III
    
    
    9,782,549,738
    
    
    
    664,772,299
    
    
    $
    759,454
    
    
    
    631,538,942
    
    
    $
    717,681Class III-A
    
    
    5,000,000
    
    
    
    5,000,000
    
    
    
    5,435
    
    
    
    5,000,000
    
    
    
    5,435Class III-B
    
    
    5,000,000
    
    
    
    5,000,000
    
    
    
    5,435
    
    
    
    5,000,000
    
    
    
    5,435Class III-C
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,870
    
    
    
    10,000,000
    
    
    
    10,870Class III-D
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,870
    
    
    
    10,000,000
    
    
    
    10,870Class III-E
    
    
    15,000,000
    
    
    
    15,000,000
    
    
    
    16,304
    
    
    
    15,000,000
    
    
    
    16,304Class III-F
    
    
    15,000,000
    
    
    
    15,000,000
    
    
    
    16,304
    
    
    
    15,000,000
    
    
    
    16,304Class III-G
    
    
    20,000,000
    
    
    
    20,000,000
    
    
    
    21,739
    
    
    
    20,000,000
    
    
    
    21,739Class III-H
    
    
    25,000,000
    
    
    
    25,000,000
    
    
    
    27,174
    
    
    
    25,000,000
    
    
    
    27,174Class III-I
    
    
    5,000,000
    
    
    
    5,000,000
    
    
    
    5,435
    
    
    
    5,000,000
    
    
    
    5,435Class III-J
    
    
    5,000,000
    
    
    
    5,000,000
    
    
    
    5,435
    
    
    
    5,000,000
    
    
    
    5,435Class III-K
    
    
    16,050,000
    
    
    
    16,050,000
    
    
    
    18,074
    
    
    
    16,050,000
    
    
    
    18,074Class III-L
    
    
    5,025,720
    
    
    
    5,025,720
    
    
    
    5,540
    
    
    
    5,025,720
    
    
    
    5,540Class III-M
    
    
    68,626,707
    
    
    
    68,626,707
    
    
    
    78,398
    
    
    
    68,626,707
    
    
    
    78,398Class III-N
    
    
    12,747,835
    
    
    
    12,747,835
    
    
    
    18,301
    
    
    
    12,747,835
    
    
    
    18,301Total
    
    
    10,000,000,000
    
    
    
    882,222,561
    
    
    $
    1,004,768
    
    
    
    848,989,204
    
    
    $
    962,995
 8. DERIVATIVE FINANCIAL INSTRUMENTS
   12




---



##### 



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)
    May 31,
    
    
    August 31,2009
    
    
    2008Notional
    
    
    Fair
    
    
    Notional
    
    
    FairValue
    
    
    Value
    
    
    Value
    
    
    ValueForeign currency forward contracts:To sell
    
    $
    271,773
    
    
    $
    262
    
    
    $
    211,230
    
    
    $
    (163
    )To buy
    
    
    1,734,767
    
    
    
    14,102
    
    
    
    1,632,742
    
    
    
    15,604
 Cash Flow Hedges
  Cash Flow Hedges: Measuring the
Ineffectiveness of a Cash Flow Hedge under Paragraph 30(b) When the Shortcut Method Is Not
Applied,
  13




---



##### 



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)
  May 31,2009AssetsOther current assets
    
    $
    8,132Other non-current assets
    
    
    6,117Total
    
    $
    14,249LiabilitiesOther accrued liabilities
    
    $
    13,965Other non-current liabilities
    
    
    5,953Total
    
    $
    19,918
 Other Derivatives
   May 31,2009Other current assets
    
    $
    22,772Other accrued liabilities
    
    
    2,739
  9. FAIR VALUE MEASUREMENTS
   
    
    Level 1  Quoted prices for identical instruments in active markets;
    
    Level 2  Quoted prices for similar instruments in active markets; quoted prices for
identical or similar instruments in markets that are not active; and model-derived
valuations in which all significant inputs are observable in active markets; and
    
    Level 3  Valuations derived from valuation techniques in which one or more significant inputs
are unobservable.
 14




---



##### 



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)
 Short-term Investments and Investments
  Derivative Financial Instruments
  Assets and Liabilities Measured at Fair Value on a Recurring Basis
  Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAssetsShort-term investments
    
    $
    
    
    
    $
    9,459
    
    
    $
    
    
    
    $
    9,459Investments
    
    
    
    
    
    
    9,168
    
    
    
    
    
    
    
    9,168Derivative financial instruments
    
    
    
    
    
    
    37,021
    
    
    
    
    
    
    
    37,021Total
    
    $
    
    
    
    $
    55,648
    
    
    $
    
    
    
    $
    55,648LiabilitiesDerivative financial instruments
    
    $
    
    
    
    $
    22,657
    
    
    $
    
    
    
    $
    22,657
 10. COMMITMENTS AND CONTINGENCIES
 Commitments and Guarantees
  Noncontrolling Interests in Consolidated Financial
Statementsan amendment of ARB No. 51,
  15




---



##### 



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)
   Legal Contingencies
  16




---



##### 



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)
 11. SEGMENT REPORTING
  Three Months Ended May 31,2009
    
    
    2008Net
    
    
    Operating
    
    
    Net
    
    
    OperatingRevenues
    
    
    Income
    
    
    Revenues
    
    
    IncomeCommunications & High Tech
    
    $
    1,155,599
    
    
    $
    173,178
    
    
    $
    1,387,790
    
    
    $
    161,332Financial Services
    
    
    1,026,946
    
    
    
    134,384
    
    
    
    1,302,942
    
    
    
    189,690Products
    
    
    1,307,684
    
    
    
    188,870
    
    
    
    1,611,009
    
    
    
    253,070Public Service
    
    
    744,534
    
    
    
    98,560
    
    
    
    756,348
    
    
    
    98,536Resources
    
    
    904,699
    
    
    
    137,048
    
    
    
    1,037,785
    
    
    
    159,526Other
    
    
    5,631
    
    
    
    
    
    
    
    6,185
    
    
    
    Total
    
    $
    5,145,093
    
    
    $
    732,040
    
    
    $
    6,102,059
    
    
    $
    862,154
 Nine Months Ended May 31,2009
    
    
    2008Net
    
    
    Operating
    
    
    Net
    
    
    OperatingRevenues
    
    
    Income
    
    
    Revenues
    
    
    IncomeCommunications & High Tech
    
    $
    3,713,073
    
    
    $
    504,486
    
    
    $
    4,038,933
    
    
    $
    474,290Financial Services
    
    
    3,305,729
    
    
    
    387,791
    
    
    
    3,756,135
    
    
    
    512,006Products
    
    
    4,244,205
    
    
    
    593,845
    
    
    
    4,522,867
    
    
    
    634,001Public Service
    
    
    2,207,986
    
    
    
    289,986
    
    
    
    2,139,830
    
    
    
    189,357Resources
    
    
    2,937,194
    
    
    
    448,171
    
    
    
    2,912,342
    
    
    
    416,956Other
    
    
    22,727
    
    
    
    
    
    
    
    17,179
    
    
    
    Total
    
    $
    16,430,914
    
    
    $
    2,224,279
    
    
    $
    17,387,286
    
    
    $
    2,226,610
 17




---



##### 



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, 2008, 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, 2008.
 We use the terms we, our Company, our and us in this report to refer to Accenture SCA
and its subsidiaries. Accenture Ltd (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 2008 means the 12-month period that ended on August 31, 2008. All
references to quarters, unless otherwise noted, refer to the quarters of our fiscal year.
 Disclosure Regarding Forward-Looking Statements
  
    
    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 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.
    
    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.
    
    Our results of operations could be adversely affected if our clients terminate their
contracts with us on short notice.
    
    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.
    
    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 favorable utilization
rates.
    
    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.
 18




---



##### 




    
    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.
    
    Our profitability could suffer if we are not able to control our costs.
    
    If we are unable to attract, retain and motivate employees or efficiently utilize their
skills, we might not be able to compete effectively and will not be able to grow our
business.
    
    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.
    
    New tax legislation or interpretations could lead to an increase in our tax burden.
    
    Negative publicity related to Bermuda companies such as our general partner, Accenture,
could affect our relationships with our clients.
    
    If we are unable to manage the organizational challenges associated with our size and
expansion, 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 Ltd Class A common shares and, consequently, the market
value of Accenture SCA Class I common shares, could be adversely affected from time to time
by sales, or the anticipation of future sales, of Class A common shares held by our
employees and former employees or received upon the redemption of Accenture SCA Class I
common shares.
    
    The share price of Accenture Ltd Class A common 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 Ltd Class A common shares could be adversely affected if we
are unable to maintain effective internal controls.
    
    Accenture SCA is registered 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.
 19




---



##### 



Overview
     
   20




---



##### 



Bookings and Backlog
  21




---



##### 



Critical Accounting Policies and Estimates
  Revenues by Segment/Operating Group
    22




---



##### 



Results of Operations for the Three Months Ended May 31, 2009 Compared to the Three Months Ended
May 31, 2008
  Percent
    
    
    Percent of Total NetIncrease
    
    
    Revenues for theThree Months Ended
    
    
    Percent
    
    
    (Decrease)
    
    
    Three Months EndedMay 31,
    
    
    Decrease
    
    
    Local
    
    
    May 31,2009
    
    
    2008
    
    
    US$
    
    
    Currency
    
    
    2009
    
    
    2008(in millions)OPERATING GROUPSCommunications & High Tech
    
    $
    1,156
    
    
    $
    1,388
    
    
    
    (17
    )%
    
    
    (5
    )%
    
    
    22
    %
    
    
    23
    %Financial Services
    
    
    1,027
    
    
    
    1,303
    
    
    
    (21
    )
    
    
    (9
    )
    
    
    20
    
    
    
    21Products
    
    
    1,308
    
    
    
    1,611
    
    
    
    (19
    )
    
    
    (8
    )
    
    
    25
    
    
    
    27Public Service
    
    
    745
    
    
    
    756
    
    
    
    (2
    )
    
    
    8
    
    
    
    15
    
    
    
    12Resources
    
    
    905
    
    
    
    1,038
    
    
    
    (13
    )
    
    
    1
    
    
    
    18
    
    
    
    17Other
    
    
    6
    
    
    
    6
    
    
    
    n/m
    
    
    
    n/m
    
    
    
    
    
    
    
    TOTAL NET REVENUES (1)
    
    
    5,145
    
    
    
    6,102
    
    
    
    (16
    )%
    
    
    (4
    )%
    
    
    100
    %
    
    
    100
    %Reimbursements
    
    
    392
    
    
    
    491
    
    
    
    (20
    )TOTAL REVENUES
    
    $
    5,537
    
    
    $
    6,593
    
    
    
    (16
    )%GEOGRAPHIC REGIONSAmericas
    
    $
    2,265
    
    
    $
    2,527
    
    
    
    (10
    )%
    
    
    (6
    )%
    
    
    44
    %
    
    
    41
    %EMEA (2)
    
    
    2,342
    
    
    
    3,032
    
    
    
    (23
    )
    
    
    (5
    )
    
    
    46
    
    
    
    50Asia Pacific
    
    
    539
    
    
    
    543
    
    
    
    (1
    )
    
    
    10
    
    
    
    10
    
    
    
    9TOTAL NET REVENUES (1)
    
    $
    5,145
    
    
    $
    6,102
    
    
    
    (16
    )%
    
    
    (4
    )%
    
    
    100
    %
    
    
    100
    %TYPE OF WORKConsulting
    
    $
    2,955
    
    
    $
    3,701
    
    
    
    (20
    )%
    
    
    (9
    )%
    
    
    57
    %
    
    
    61
    %Outsourcing
    
    
    2,190
    
    
    
    2,401
    
    
    
    (9
    )
    
    
    3
    
    
    
    43
    
    
    
    39TOTAL NET REVENUES
    
    $
    5,145
    
    
    $
    6,102
    
    
    
    (16
    )%
    
    
    (4
    )%
    
    
    100
    %
    
    
    100
    %
 
 n/m = not meaningful(1)
    
    May not total due to rounding.(2)
    
    EMEA includes Europe, the Middle East and Africa. Net Revenues
   
    
    Communications & High Tech net revenues decreased 5% in local currency. Consulting
revenues declined 15% in local currency, primarily due to substantial declines across all
industry groups in the Americas region and in Electronics & High Tech and Media &
Entertainment in the EMEA region, while the Asia Pacific region was relatively flat in the
quarter. Outsourcing revenues increased 7% in local currency, primarily driven by growth
across all industry groups in the Americas and Asia Pacific regions and in Electronics &
High Tech in the EMEA region. This growth was partially offset by an outsourcing decline in
Communications in the EMEA region.
    
    Financial Services net revenues decreased 9% in local currency. Consulting revenues
declined 13% in local currency, primarily due to declines in Banking in the EMEA region and,
to a lesser extent, in Insurance and Capital Markets in the Americas region. These declines
were partially offset by consulting growth in Banking in the Americas region. Outsourcing
revenues declined 2% in local currency, primarily due to declines in Capital Markets in the
Americas region and in Insurance in the EMEA region. These declines were partially offset by
outsourcing growth in Insurance in the Americas and Asia Pacific
 23




---



##### 



regions. Client consolidations and strategy changes in the financial services industry have resulted in some outsourcing
contract terminations, which have had a negative impact on our revenues.
 
    
    Products net revenues decreased 8% in local currency. Consulting revenues declined 16% in
local currency, primarily due to significant declines in the Americas region across all
industry groups except Consumer Goods & Services and in the EMEA region across all industry
groups except Retail. Outsourcing revenues increased 5% in local currency, primarily driven
by growth in Consumer Goods & Services across all geographic regions and in Retail in the
EMEA region, partially offset by a decline in Retail in the Americas region.
 
    
    Public Service net revenues increased 8% in local currency. Consulting revenues increased
12% in local currency, primarily driven by growth in the Americas region, partially offset
by a decline in the EMEA region. Outsourcing revenues increased 2% in local currency,
primarily driven by growth in the EMEA region, partially offset by a decline in the Americas
region.
 
    
    Resources net revenues increased 1% in local currency. Consulting revenues decreased 1%
in local currency, primarily due to declines in Utilities in the Americas region, in
Chemicals, Energy and Natural Resources in the EMEA region and in Energy in the Asia Pacific
region. These declines were largely offset by consulting growth in Utilities in the EMEA
region, in Natural Resources and Utilities in the Asia Pacific region and in Energy in the
Americas region. Outsourcing revenues increased 4% in local currency, driven by growth in
Utilities in the EMEA region.
    Operating Expenses
  Cost of Services
  Sales and Marketing
  24




---



##### 



General and Administrative Costs
  Operating Income and Operating Margin
  Three Months Ended May 31,2009
    
    
    2008Operating
    
    
    Operating
    
    
    Operating
    
    
    Operating
    
    
    IncreaseIncome
    
    
    Margin
    
    
    Income
    
    
    Margin
    
    
    (Decrease)(in millions)Communications & High Tech
    
    $
    173
    
    
    
    15
    %
    
    $
    161
    
    
    
    12
    %
    
    $
    12Financial Services
    
    
    134
    
    
    
    13
    
    
    
    190
    
    
    
    15
    
    
    
    (56
    )Products
    
    
    189
    
    
    
    14
    
    
    
    253
    
    
    
    16
    
    
    
    (64
    )Public Service
    
    
    99
    
    
    
    13
    
    
    
    99
    
    
    
    13
    
    
    
    Resources
    
    
    137
    
    
    
    15
    
    
    
    159
    
    
    
    15
    
    
    
    (22
    )Total
    
    $
    732
    
    
    
    14.2
    %
    
    $
    862
    
    
    
    14.1
    %
    
    $
    (130
    )
  
    
    Communications & High Tech operating income increased due to improved outsourcing and
consulting contract margins and lower year-over-year impacts related to delivery
inefficiencies on a consulting contract, partially offset by consulting revenue declines.
 
    
    Financial Services operating income decreased, primarily due to consulting and
outsourcing revenue declines and a lower proportion of high-margin consulting work,
partially offset by improved outsourcing and consulting contract margins.
 
    
    Products operating income decreased due to consulting revenue declines and higher selling
costs as a percentage of net revenues, partially offset by improved outsourcing contract
margins.
 
    
    Public Service operating income was flat compared with fiscal 2008 and there were no
significant drivers impacting operating income, other than foreign-exchange impact.
 
    
    Resources operating income was flat compared with fiscal 2008 as improved outsourcing
contract margins were offset by higher selling costs as a percentage of net revenues.
 Interest Income
  25




---



##### 



Other Income, net
  Provision for Income Taxes
   Results of Operations for the Nine Months Ended May 31, 2009 Compared to the Nine Months Ended May
31, 2008
  Percent
    
    
    Percent of Total NetPercent
    
    
    Increase
    
    
    Revenues for theNine Months Ended
    
    
    Increase
    
    
    (Decrease)
    
    
    Three Months EndedMay 31,
    
    
    (Decrease)
    
    
    Local
    
    
    May 31,2009
    
    
    2008
    
    
    US$
    
    
    Currency
    
    
    2009
    
    
    2008(in millions)OPERATING GROUPSCommunications & High Tech
    
    $
    3,713
    
    
    $
    4,039
    
    
    
    (8
    )%
    
    
    (1
    )%
    
    
    23
    %
    
    
    23
    %Financial Services
    
    
    3,306
    
    
    
    3,756
    
    
    
    (12
    )
    
    
    (4
    )
    
    
    20
    
    
    
    22Products
    
    
    4,244
    
    
    
    4,523
    
    
    
    (6
    )
    
    
    2
    
    
    
    26
    
    
    
    26Public Service
    
    
    2,208
    
    
    
    2,140
    
    
    
    3
    
    
    
    10
    
    
    
    13
    
    
    
    12Resources
    
    
    2,937
    
    
    
    2,912
    
    
    
    1
    
    
    
    11
    
    
    
    18
    
    
    
    17Other
    
    
    23
    
    
    
    17
    
    
    
    n/m
    
    
    
    n/m
    
    
    
    
    
    
    
    TOTAL NET REVENUES
    
    
    16,431
    
    
    
    17,387
    
    
    
    (6
    )%
    
    
    3
    %
    
    
    100
    %
    
    
    100
    %Reimbursements
    
    
    1,235
    
    
    
    1,366
    
    
    
    (10
    )TOTAL REVENUES
    
    $
    17,666
    
    
    $
    18,753
    
    
    
    (6
    )%GEOGRAPHIC REGIONSAmericas
    
    $
    7,139
    
    
    $
    7,169
    
    
    
    
    
    
    
    3
    %
    
    
    44
    %
    
    
    41
    %EMEA
    
    
    7,629
    
    
    
    8,706
    
    
    
    (12
    )
    
    
    
    
    
    
    46
    
    
    
    50Asia Pacific
    
    
    1,662
    
    
    
    1,512
    
    
    
    10
    
    
    
    15
    
    
    
    10
    
    
    
    9TOTAL NET REVENUES (1)
    
    $
    16,431
    
    
    $
    17,387
    
    
    
    (6
    )%
    
    
    3
    %
    
    
    100
    %
    
    
    100
    %TYPE OF WORKConsulting
    
    $
    9,642
    
    
    $
    10,511
    
    
    
    (8
    )%
    
    
    
    
    
    
    59
    %
    
    
    60
    %Outsourcing
    
    
    6,789
    
    
    
    6,876
    
    
    
    (1
    )
    
    
    7
    
    
    
    41
    
    
    
    40TOTAL NET REVENUES
    
    $
    16,431
    
    
    $
    17,387
    
    
    
    (6
    )%
    
    
    3
    %
    
    
    100
    %
    
    
    100
    %
 
 n/m = not meaningful(1)
    
    May not total due to rounding. Net Revenues
  26




---



##### 




    
    Communications & High Tech net revenues decreased 1% in local currency. Consulting
revenues declined 6% in local currency due to declines across all industry groups in the
Americas and EMEA regions. These declines were partially offset by consulting growth across
all industry groups in the Asia Pacific region. Outsourcing revenues increased 6% in local
currency, primarily driven by growth across all industry groups in the Asia Pacific region
and in Electronics & High Tech and Media & Entertainment in the EMEA region.
 
    
    Financial Services net revenues decreased 4% in local currency. Consulting revenues
declined 10% in local currency, primarily due to declines in Banking in the EMEA region and,
to a lesser extent, in Insurance and Capital Markets in the Americas region. These declines
were partially offset by consulting growth in Banking in the Americas region and in Capital
Markets in the EMEA region. Outsourcing revenues increased 6% in local currency, primarily
driven by growth in Banking in the EMEA region and in Insurance in the Americas and Asia
Pacific regions, partially offset by declines in Capital Markets in the Americas region.
Client consolidations and strategy changes in the financial services industry have resulted
in a number of outsourcing contract terminations, which have had a negative impact on our
revenues.
 
    
    Products net revenues increased 2% in local currency. Consulting revenues declined 4% in
local currency, primarily due to declines in Retail in the Americas and Asia Pacific regions
and in the EMEA region in Consumer Goods & Services, Automotive and Transportation & Travel
Services. These declines were partially offset by consulting growth in Consumer Goods &
Services and Health & Life Sciences in the Americas and Asia Pacific regions and in Retail
in the EMEA region. Outsourcing revenues increased 11% in local currency, primarily driven
by growth in Consumer Goods & Services and Health & Life Sciences across all geographic
regions and in Transportation & Travel Services in the EMEA region.
 
    
    Public Service net revenues increased 10% in local currency. Consulting revenues
increased 14% in local currency, primarily driven by growth in the Americas region.
Outsourcing revenues increased 3% in local currency, primarily driven by growth in the EMEA
region, partially offset by a decline in the Americas region.
 
    
    Resources net revenues increased 11% in local currency. Consulting revenues increased 12%
in local currency, primarily driven by growth in Utilities in the EMEA region, in Natural
Resources across all geographic regions and in Energy and Chemicals in the Americas region,
partially offset by a decline in Chemicals in the EMEA region. Outsourcing revenues
increased 9% in local currency, primarily driven by growth in Utilities in the EMEA and
Americas regions.
    Operating Expenses
  27




---



##### 



Cost of Services
  Sales and Marketing
  General and Administrative Costs
  Operating Income and Operating Margin
  Nine Months Ended May 31,2009
    
    
    2008Operating
    
    
    Operating
    
    
    Operating
    
    
    Operating
    
    
    IncreaseIncome
    
    
    Margin
    
    
    Income
    
    
    Margin
    
    
    (Decrease) (1)(in millions)Communications & High Tech
    
    $
    504
    
    
    
    14
    %
    
    $
    474
    
    
    
    12
    %
    
    $
    30Financial Services
    
    
    388
    
    
    
    12
    
    
    
    512
    
    
    
    14
    
    
    
    (124
    )Products
    
    
    594
    
    
    
    14
    
    
    
    634
    
    
    
    14
    
    
    
    (40
    )Public Service
    
    
    290
    
    
    
    13
    
    
    
    190
    
    
    
    9
    
    
    
    100Resources
    
    
    448
    
    
    
    15
    
    
    
    417
    
    
    
    14
    
    
    
    31Total (1)
    
    $
    2,224
    
    
    
    13.5
    %
    
    $
    2,227
    
    
    
    12.8
    %
    
    $
    (2
    )
 
 (1)
    
    May not total due to rounding.  
    
    Communications & High Tech operating income increased due to improved outsourcing
contract margins. In addition, the nine months ended May 31, 2008 reflected the impact of delivery inefficiencies on a small number of
consulting contracts.
 28




---



##### 




    
    Financial Services operating income decreased, primarily due to consulting revenue
declines, a lower proportion of high-margin consulting work and higher selling costs as a
percentage of net revenues, partially offset by improved outsourcing and consulting contract
margins.
 
    
    Products operating income was flat compared to fiscal 2008, as consulting revenue
declines were offset by improved outsourcing contract margins.
 
    
    Public Service operating income increased due to resolution of a contract termination and
improved delivery efficiencies compared with the nine months ended May 31, 2008 and
consulting revenue growth.
 
    
    Resources operating income increased due to strong revenue growth and improved
outsourcing and consulting contract margins.
 Interest Income
  Other Expense, net
  Provision for Income Taxes
   Liquidity and Capital Resources
  
    
    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 and our shares.
  29




---



##### 



Nine Months Ended May 31,2009
    
    
    2008
    
    
    Change(in millions)Net cash provided by (used in):Operating activities (1)
    
    $
    2,113
    
    
    $
    1,773
    
    
    $
    341Investing activities (1)
    
    
    (150
    )
    
    
    (198
    )
    
    
    49Financing activities (1)
    
    
    (1,387
    )
    
    
    (1,637
    )
    
    
    250Effect of exchange rate changes on cash and cash equivalents
    
    
    (177
    )
    
    
    75
    
    
    
    (252
    )Net increase in cash and cash equivalents (1)
    
    $
    400
    
    
    $
    12
    
    
    $
    388
 
 (1)
    
    May not total due to rounding. Operating Activities
 Investing Activities.
 Financing Activities.
  Borrowing Facilities
  BorrowingsUnderFacility Amount
    
    
    Facilities(in millions)Syndicated loan facility
    
    $
    1,200
    
    
    $
    Separate bilateral, uncommitted, unsecured multicurrency revolving credit facilities
    
    
    350
    
    
    
    Local guaranteed and non-guaranteed lines of credit
    
    
    162
    
    
    
    Total
    
    $
    1,712
    
    
    $
    
  30




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##### 



Share Purchases and Redemptions
   Accenture SCA Class I,
II and IIICommon Shares and
AccentureAccenture Ltd Class A
    
    
    Canada Holdings Inc.Common Shares
    
    
    Exchangeable Shares
    
    

TotalShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    

Amount
(1)(in millions, except share
amounts)Accenture SCA Class I common shares
    
    
    
    
    
    $
    
    
    
    
    21,934,891
    
    
    $
    690
    
    
    
    21,934,891
    
    
    $
    690Accenture Canada Holdings Inc.
exchangeable shares
    
    
    
    
    
    
    
    
    
    
    244,478
    
    
    
    8
    
    
    
    244,478
    
    
    
    8Other
purchases (2)
    
    
    2,471,116
    
    
    
    88
    
    
    
    
    
    
    
    
    
    
    
    2,471,116
    
    
    
    88Inter-company redemptions of SCA
Class II common shares and SCA
Class III common shares (3)
    
    
    
    
    
    
    
    
    
    
    36,514,259
    
    
    
    860
    
    
    
    36,514,259
    
    
    
    860Total
    
    
    2,471,116
    
    
    $
    88
    
    
    
    58,693,628
    
    
    $
    1,558
    
    
    
    61,164,744
    
    
    $
    1,646
 
 (1)
    
    May not total due to rounding.(2)
    
    During the nine months ended May 31, 2009, as authorized under Accentures various employee
equity share plans, Accenture and we acquired Accenture Ltd Class A common shares primarily
via share withholding for payroll tax obligations due from employees and former employees in
connection with the delivery of Accenture Ltd Class A common shares under those plans.(3)
    
    On November 17, 2008, we redeemed 8,213,434 Accenture SCA Class II common shares and
10,172,821 Accenture SCA Class III common shares from Accenture for total consideration of
$315 million, which included a cash outlay of approximately $308 million. These redemptions
were made in transactions unrelated to publicly announced share plans or programs.
Transactions involving Accenture SCA Class II and Class III common shares consist exclusively
of inter-company transactions undertaken to facilitate other corporate purposes. During the
nine months ended May 31, 2009, in addition to the 10,172,821 Accenture SCA Class III common
shares mentioned above, we redeemed 18,128,004 Accenture SCA Class III common shares held by
Accenture for consideration of approximately $544 million.  Other Share Redemptions
   31




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##### 



Waiver of Certain Transfer Restrictions
   Total number of Accenture Ltd Class Acommon shares, Accenture SCA Class Icommon shares and Accenture CanadaHoldings Inc. exchangeable shares that arescheduled to become available for transferafter giving effect to waivers(millions of shares)4th Quarter Fiscal 2009
    
    
    4.0
  Total number of Accenture Ltd Class Acommon shares, Accenture SCA Class Icommon shares and Accenture CanadaHoldings Inc. exchangeable shares that arescheduled to become available for transferafter giving effect to waivers(millions of shares)4th Quarter Fiscal 2009
    
    
    14.9
 Off-Balance Sheet Arrangements
   32




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##### 



Recently Adopted Accounting Pronouncements
 Disclosures about Derivative Instruments and Hedging
Activities, an amendment of FASB Statement No. 133 Accounting for Derivative Instruments and Hedging Activities
 Fair Value Measurements Effective Date of FASB Statement No. 157,
 Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of
FASB Statements No. 87, 106, and 132(R),
 New Accounting Pronouncements
 Business Combinations Business Combinations.
 Noncontrolling Interests in Consolidated
Financial Statementsan amendment of ARB No. 51
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  33




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##### 



Changes in Internal Control Over Financial Reporting
  PART II  OTHER INFORMATION
 ITEM 1. LEGAL PROCEEDINGS
     34




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##### 



ITEM 1A. RISK FACTORS
  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
  Approximate DollarTotal Number of
    
    Value of Shares thatShares Purchased
    
    May Yet Beas Part of Publicly
    
    Purchased UnderTotal Number of Shares
    
    Average Price Paid
    
    Announced Plans
    
    Publicly AnnouncedPeriod
    
    Purchased (1)
    
    per Share (2)
    
    or Programs
    
    Plans or ProgramsAccenture
SCAMarch 1, 2009  March 31, 2009Class I common shares
    
    
    110,422
    
    
    $
    27.69
    
    
    
    
    
    
    
    April 1, 2009  April 30, 2009Class I common shares
    
    
    1,813,970
    
    
    $
    28.16
    
    
    
    
    
    
    
    May 1, 2009  May 31, 2009Class I common shares
    
    
    3,657,215
    
    
    $
    29.67
    
    
    
    
    
    
    
    TotalClass I common shares (3)
    
    
    5,581,607
    
    
    $
    29.14
    
    
    
    
    
    
    
    Accenture
Canada Holdings Inc.March 1, 2009  March 31, 2009Exchangeable shares
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    April 1, 2009  April 30, 2009Exchangeable shares
    
    
    48,186
    
    
    $
    27.98
    
    
    
    
    
    
    
    May 1, 2009  May 31, 2009Exchangeable shares
    
    
    10,864
    
    
    $
    29.60
    
    
    
    
    
    
    
    TotalExchangeable shares (3)
    
    
    59,050
    
    
    $
    28.28
    
    
    
    
    
    
    
    
 
 (1)
    
    During the third quarter of fiscal 2009, we acquired a total of 5,581,607 Accenture SCA Class
I common shares and 59,050 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. 35




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##### 



(3)
    
    As of May 31, 2009, Accentures and our aggregate available authorization for share purchases
and redemptions was $1,260 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 has authorized an aggregate of $11.1
billion for purchases and redemptions of Accenture Ltd Class A common shares, Accenture SCA
Class I common shares or Accenture Canada Holdings Inc. exchangeable shares. Purchases and redemptions of Accenture SCA Class II and Class III common shares
   Other Transactions Related to Accenture SCA Class II and Class III common shares
   36




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##### 



Purchases and redemptions of Accenture Ltd Class A common shares and Class X common shares
  Approximate DollarTotal Number of
    
    Value of SharesShares Purchased as
    
    that May Yet BePart of Publicly
    
    Purchased UnderTotal Number of Shares
    
    Average Price Paid
    
    Announced Plans or
    
    Publicly AnnouncedPeriod
    
    Purchased
    
    per Share (1)
    
    Programs (2)
    
    Plans or Programs (3)(in millions)March 1, 2009  March 31, 2009Class A common shares
    
    
    226,397
    
    
    $
    27.79
    
    
    
    200,000
    
    
    $
    1,529Class X common shares
    
    
    495,295
    
    
    $
    0.0000225
    
    
    
    
    
    
    
    April 1, 2009  April 30, 2009Class A common shares
    
    
    3,919,600
    
    
    $
    27.47
    
    
    
    3,912,204
    
    
    $
    1,369Class X common shares
    
    
    1,614,317
    
    
    $
    0.0000225
    
    
    
    
    
    
    
    May 1, 2009  May 31, 2009Class A common shares
    
    
    176,274
    
    
    $
    29.62
    
    
    
    3,600
    
    
    $
    1,260Class X common shares
    
    
    3,423,667
    
    
    $
    0.0000225
    
    
    
    
    
    
    
    TotalClass A common shares (2)(4)
    
    
    4,322,271
    
    
    $
    27.57
    
    
    
    4,115,804Class X common shares (5)
    
    
    5,533,279
    
    
    $
    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 purchase and any acquired by means of employee
share forfeiture.(2)
    
    Since August 2001, the Board of Directors of Accenture has authorized and periodically
confirmed a publicly announced open-market share purchase program for acquiring Accenture Ltd
Class A common shares. During the third quarter of fiscal 2009, Accenture repurchased
4,115,804 Accenture Ltd Class A common shares under this program for an aggregate purchase
price of $113 million. The open-market purchase program does not have an expiration date.(3)
    
    As of May 31, 2009, Accentures and our aggregate available authorization for share purchases
and redemptions was $1,260 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 has authorized an aggregate of $11.1
billion for purchases and redemptions of Accenture Ltd Class A common shares, Accenture SCA
Class I common shares or Accenture Canada Holdings Inc. exchangeable shares.(4)
    
    During the third quarter of fiscal 2009, Accenture and we acquired 206,467 Accenture Ltd
Class A common shares in transactions unrelated to publicly announced share plans or programs.
These transactions consisted of acquisitions of Accenture Ltd Class A common shares via share
withholding for payroll tax obligations due from employees and former employees in connection
with the delivery of Accenture Ltd Class A common shares under Accentures various employee
equity share plans, as well as any outstanding shares forfeited by employees or former
employees during the quarter.(5)
    
    During the third quarter of fiscal 2009, Accenture redeemed 5,533,279 Accenture Ltd Class X
common shares pursuant to its bye-laws. Accenture Ltd Class X common shares are redeemable at
their par value of $0.0000225 per share. ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  37




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##### 



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  ITEM 5. OTHER INFORMATION
   ITEM 6. EXHIBITS
  ExhibitNumber
    
    Exhibit3.1
    
    Form of Articles of Association of Accenture SCA, updated as of November 17, 2008 (incorporated by reference to Exhibit 10.1 to the November 30,
2008 Accenture Ltd 10-Q)3.2
    
    Form of Bye-laws of Accenture Ltd, effective as of February 7, 2008 (incorporated by reference to Exhibit 3.1 to the February 29, 2008 Accenture Ltd
10-Q)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 200231.2
    
    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 200232.1
    
    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 200232.2
    
    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
 38




---



##### 



SIGNATURES
   ACCENTURE SCArepresented by its general partner,Accenture Ltd, itself representedby its duly authorized signatoryBy:
    
    /s/ Pamela J. CraigName:
    
    Pamela J. CraigTitle:
    
    Chief Financial Officer of Accenture Ltd,
general partner of Accenture SCA
 39