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 ~~February~~May 2831, 2015



¨	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 þ 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 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 ~~March~~June 1211, 2015 was 1,049,032,064 (which number includes 1,~~013~~014,~~360~~263,~~326~~862 issued shares held by the registrant or its general partner).

Table of Contents

ACCENTURE SCA

INDEX

	Page
Part I. Financial Information	3
Item 1. Financial Statements	3
Consolidated Balance Sheets as of February 28, 2015 (Unaudited) and August 31, 2014	3
Consolidated Balance Sheets as of May 31, 2015 (Unaudited) and August 31, 2014	3
Consolidated Income Statements (Unaudited) for the three and six months ended February 28, 2015 and 2014	4
Consolidated Income Statements (Unaudited) for the three and nine months ended May 31, 2015 and 2014	4
Consolidated Statements of Comprehensive Income (Unaudited) for the three and six months ended February 28, 2015 and 2014	5
Consolidated Statements of Comprehensive Income (Unaudited) for the three and nine months ended May 31, 2015 and 2014	5
Consolidated Shareholders’ Equity Statement (Unaudited) for the six months ended February 28, 2015	6
Consolidated Shareholders’ Equity Statement (Unaudited) for the nine months ended May 31, 2015	6
Consolidated Cash Flows Statements (Unaudited) for the six months ended February 28, 2015 and 2014	7
Consolidated Cash Flows Statements (Unaudited) for the nine months ended May 31, 2015 and 2014	7
Notes to Consolidated Financial Statements (Unaudited)	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3. Quantitative and Qualitative Disclosures About Market Risk	2729
Item 4. Controls and Procedures	2729
Part II. Other Information	2729
Item 1. Legal Proceedings	2729
Item 1A. Risk Factors	2729
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	2830
Item 3. Defaults Upon Senior Securities	3032
Item 4. Mine Safety Disclosures	3032
Item 5. Other Information	3032
Item 6. Exhibits	3133
Signatures	3234

Table of Contents

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ACCENTURE SCA

CONSOLIDATED BALANCE SHEETS

~~February~~May 2831, 2015 and August 31, 2014

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

	February 28, 2015			August 31, 2014
	May 31, 2015			August 31, 2014
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	4,~~061~~026,~~400~~189		$	4,921,305
Short-term investments	2,~~619~~383			2,602
Receivables from clients, net	3,~~688~~717,~~052~~048			3,859,567
Unbilled services, net	1,~~738~~831,~~126~~087			1,803,767
Deferred income taxes, net	~~749~~865,~~227~~472			731,820
Other current assets	~~768~~627,~~384~~342			585,381
Total current assets	11,~~007~~069,~~808~~521			11,904,442
NON-CURRENT ASSETS:
Unbilled services, net	23,~~628~~523			28,039
Investments	5043,~~130~~763			66,783
Property and equipment, net	~~725~~752,~~917~~362			793,444
Goodwill	2,~~437~~669,~~595~~172			2,395,894
Deferred contract costs	~~609~~622,~~587~~026			629,905
Deferred income taxes, net	1,~~177~~231,~~211~~676			1,152,105
Other non-current assets	~~959~~896,~~689~~684			959,840
Total non-current assets	56,~~983~~239,~~757~~206			6,026,010
TOTAL ASSETS	$	1617,~~991~~308,~~565~~727		$	17,930,452
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt and bank borrowings	$	~~191~~1		$	330
Accounts payable	~~984~~1,~~539~~040,645			1,064,228
Deferred revenues	2,~~297~~142,~~747~~085			2,348,034
Accrued payroll and related benefits	23,~~959~~305,~~795~~945			3,380,748
Accrued consumption taxes	~~303~~328,~~718~~180			360,430
Income taxes payable	~~270~~348,~~521~~526			355,274
Deferred income taxes, net	~~216~~257,~~365~~896			23,937
Other accrued liabilities	~~461~~465,~~110~~164			625,098
Total current liabilities	7,~~493~~888,~~986~~442			8,158,079
NON-CURRENT LIABILITIES:
Long-term debt	27,~~033~~217			26,403
Deferred revenues relating to contract costs	~~513~~506,~~300~~409			544,831
Retirement obligation	1,~~051~~053,~~314~~204			1,107,931
Deferred income taxes, net	~~178~~190,~~382~~733			198,734
Income taxes payable	~~901~~896,~~771~~075			1,303,367
Other non-current liabilities	~~276~~280,~~136~~416			305,770
Total non-current liabilities	2,~~947~~954,~~936~~054			3,487,036
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY:
Class I common shares, par value 1.25 euros per share, 40,000,000,000 shares authorized, 1,049,032,064 shares issued as of February 28, 2015 and August 31, 2014	1,704,162			1,704,162
Class I common shares, par value 1.25 euros per share, 40,000,000,000 shares authorized, 1,049,032,064 shares issued as of May 31, 2015 and August 31, 2014	1,704,162			1,704,162
Restricted share units (related to Accenture plc Class A ordinary shares)	~~914~~1,~~539~~113,827			921,586
Additional paid-in capital	6,~~546~~651,~~378~~006			6,194,032
Treasury shares, at cost: Class I common, 373,063,850 and 369,439,800 shares as of February 28, 2015 and August 31, 2014, respectively	(17,708,174		)	(16,951,901		)
Treasury shares, at cost: Class I common, 376,062,581 and 369,439,800 shares as of May 31, 2015 and August 31, 2014, respectively	(18,121,453		)	(16,951,901		)
Investment in Accenture plc shares, at cost, 13,816,959 shares as of February 28, 2015 and August 31, 2014	(456,864		)	(456,864		)
Investment in Accenture plc shares, at cost, 13,816,959 shares as of May 31, 2015 and August 31, 2014	(456,864		)	(456,864		)
Retained earnings	16,~~492~~626,~~211~~719			15,584,441
Accumulated other comprehensive loss	(1,~~161~~277,~~074~~344		)	(924,197		)
Total Accenture SCA shareholders’ equity	6,~~331~~240,~~178~~053			6,071,259
Noncontrolling interests	~~218~~226,~~465~~178			214,078
Total shareholders’ equity	6,~~549~~466,~~643~~231			6,285,337
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	1617,~~991~~308,~~565~~727		$	17,930,452

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

Table of Contents

ACCENTURE SCA

CONSOLIDATED INCOME STATEMENTS

For the Three and ~~Six~~Nine Months Ended ~~February~~May 2831, 2015 and 2014

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

(Unaudited)

Three Months Ended February 28,

Six Months Ended February 28,

Three Months Ended May 31,

Nine Months Ended May 31,

2015

2014

2015

2014

REVENUES:

Revenues before reimbursements (“Net revenues”)

7,~~493~~770,~~329~~382

7,~~130~~735,~~667~~638

1523,~~389~~159,~~044~~426

1422,~~489~~225,~~416~~054

Reimbursements

~~438~~504,~~261~~684

~~436~~504,~~816~~542

~~885~~1,~~803~~390,487

~~877~~1,~~763~~382,305

Revenues

78,~~931~~275,~~590~~066

78,~~567~~240,~~483~~180

1624,~~274~~549,~~847~~913

1523,~~367~~607,~~179~~359

OPERATING EXPENSES:

Cost of services:

Cost of services before reimbursable expenses

5,~~252~~245,~~690~~477

45,~~900~~199,~~525~~281

1015,~~609~~854,~~115~~592

915,~~809~~009,~~927~~208

Reimbursable expenses

~~438~~504,~~261~~684

~~436~~504,~~816~~542

~~885~~1,~~803~~390,487

~~877~~1,~~763~~382,305

Cost of services

5,~~690~~750,~~951~~161

5,~~337~~703,~~341~~823

1117,~~494~~245,~~918~~079

1016,~~687~~391,~~690~~513

Sales and marketing

~~798~~874,~~644~~713

~~837~~899,~~255~~250

12,~~706~~580,~~218~~931

12,~~765~~664,~~465~~715

General and administrative costs

~~420~~452,~~962~~291

~~441~~458,~~605~~341

~~864~~1,~~969~~317,260

~~889~~1,~~658~~347,999

Pension settlement charge

64,382

—

64,382

—

Reorganization benefits, net

—

(18,015

)

Total operating expenses

67,~~910~~141,~~557~~547

67,~~616~~061,~~201~~414

1421,~~066~~207,~~105~~652

1320,~~324~~386,~~798~~212

OPERATING INCOME

1,~~021~~133,~~033~~519

~~951~~1,~~282~~178,766

23,~~208~~342,~~742~~261

23,~~042~~221,~~381~~147

Interest income

96,~~340~~441

7,~~960~~513

1925,~~439~~880

1422,~~716~~229

Interest expense

(34,~~905~~030

)

(4,~~348~~290

)

(610,~~716~~746

)

(812,~~006~~296

)

Other expense, net

(213,~~508~~839

)

(46,~~766~~051

)

(2428,~~487~~326

)

(1521,~~386~~437

)

INCOME BEFORE INCOME TAXES

1,~~004~~132,~~960~~091

~~950~~1,~~128~~175,938

23,~~196~~329,~~978~~069

23,~~033~~209,~~705~~643

Provision for income taxes

~~261~~281,~~768~~861

~~227~~294,~~797~~125

~~561~~843,~~544~~405

~~499~~793,~~728~~853

NET INCOME

~~743~~850,~~192~~230

~~722~~881,~~331~~813

12,~~635~~485,~~434~~664

12,~~533~~415,~~977~~790

Net income attributable to noncontrolling interests in Accenture Canada Holdings Inc.

(1,~~423~~531

)

(1,~~514~~813

)

(34,~~209~~740

)

(35,~~257~~070

)

Net income attributable to noncontrolling interests – other

(1110,~~413~~250

)

(812,~~182~~954

)

(2131,~~489~~739

)

(1831,~~884~~838

)

NET INCOME ATTRIBUTABLE TO ACCENTURE SCA

~~730~~838,~~356~~449

~~712~~867,~~635~~046

12,~~610~~449,~~736~~185

12,~~511~~378,~~836~~882

Cash dividends per share

—1.02

—0.93

12.0204

01.9386

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

Table of Contents

ACCENTURE SCA

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three and ~~Six~~Nine Months Ended ~~February~~May 2831, 2015 and 2014

(In thousands of U.S. dollars)

(Unaudited)

	Three Months Ended February 28,						Six Months Ended February 28,
	Three Months Ended May 31,						Nine Months Ended May 31,
	2015			2014			2015			2014
NET INCOME	$	~~743~~850,~~192~~230		$	~~722~~881,~~331~~813		$	12,~~635~~485,~~434~~664		$	12,~~533~~415,~~977~~790
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Foreign currency translation	(~~144~~85,~~165~~807		)	~~(10~~67,~~674~~569		)	(~~323~~409,~~597~~404		)	86153,~~137~~706
Defined benefit plans	43,~~527~~321			53,~~244~~236			811,~~591~~912			811,~~454~~690
Cash flow hedges	59(33,~~565~~784		)	2598,~~702~~925			7844,~~129~~345			~~103~~202,~~257~~182
OTHER COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO ACCENTURE SCA	(80116,~~073~~270		)	20169,~~272~~730			(~~236~~353,~~877~~147		)	~~197~~367,~~848~~578
Other comprehensive loss attributable to noncontrolling interests	(7,878		)	(1,752		)	(14,686		)	(610		)
Other comprehensive income (loss) attributable to noncontrolling interests	(2,110		)	1,059			(16,796		)	449
COMPREHENSIVE INCOME	$	~~655~~731,~~241~~850		$	~~740~~1,~~851~~052,602		$	12,~~383~~115,~~871~~721		$	12,~~731~~783,~~215~~817
COMPREHENSIVE INCOME ATTRIBUTABLE TO ACCENTURE SCA	$	~~650~~722,~~283~~179		$	~~732~~1,~~907~~036,776		$	12,~~373~~096,~~859~~038		$	12,~~709~~746,~~684~~460
Comprehensive income attributable to noncontrolling interests	49,~~958~~671			715,~~944~~826			1019,~~012~~683			2137,~~531~~357
COMPREHENSIVE INCOME	$	~~655~~731,~~241~~850		$	~~740~~1,~~851~~052,602		$	12,~~383~~115,~~871~~721		$	12,~~731~~783,~~215~~817

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

Table of Contents

ACCENTURE SCA

CONSOLIDATED SHAREHOLDERS’ EQUITY STATEMENT

For the ~~Six~~Nine Months Ended ~~February~~May 2831, 2015

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

(Unaudited)

				RestrictedShareUnits(relatedtoAccentureplc ClassAordinaryshares)
	Class ICommonShares									Treasury Shares					Investment inAccenture plc								AccumulatedOtherComprehensiveLoss			TotalAccentureSCAShareholders’Equity
	$		No.Shares				AdditionalPaid-inCapital			$			No.Shares		$			No.Shares		RetainedEarnings									NoncontrollingInterests			TotalShareholders’Equity
Balance as of August 31, 2014	$	1,704,162	1,049,032	$	921,586		$	6,194,032		$	(16,951,901	)	(369,440	)	$	(456,864	)	(13,817	)	$	15,584,441		$	(924,197	)	$	6,071,259		$	214,078		$	6,285,337
Net income																				12,~~610~~449,~~736~~185						12,~~610~~449,~~736~~185			2436,~~698~~479			12,~~635~~485,~~434~~664
Other comprehensive loss																							(~~236~~353,~~877~~147		)	(~~236~~353,~~877~~147		)	(1416,~~686~~796		)	(~~251~~369,~~563~~943		)
Income tax benefit on share-based compensation plans							~~185~~181,~~800~~329																			~~185~~181,~~800~~329						~~185~~181,~~800~~329
Share-based compensation expense				~~314~~497,~~735~~007			2134,~~380~~684																			~~336~~531,~~115~~691						~~336~~531,~~115~~691
Purchases/redemptions of Accenture SCA Class I common shares and Accenture Canada Holdings Inc. exchangeable shares							(911,~~753~~781		)	(1,~~079~~578,~~289~~510		)	(1218,~~931~~293	)												(1,~~089~~590,~~042~~291		)	(23,~~100~~007		)	(1,~~091~~593,~~142~~298		)
Issuances of Accenture SCA Class I common shares related to employee share programs				(~~344~~356,~~875~~997		)	~~151~~248,~~133~~135			~~323~~408,~~016~~958			911,~~307~~670													~~129~~300,~~274~~096			~~257~~567			~~129~~300,~~531~~663
Dividends				2352,~~093~~231																(~~700~~1,~~439~~403,064		)				(~~677~~1,~~346~~350,833		)	(12,~~390~~638		)	(~~678~~1,~~736~~353,471		)
Other, net							34,~~786~~607													(23,~~527~~843		)				~~1,259~~764			(2,~~392~~505		)	(1,~~133~~741		)
Balance as of February 28, 2015	$	1,704,162	1,049,032	$	914,539		$	6,546,378		$	(17,708,174	)	(373,064	)	$	(456,864	)	(13,817	)	$	16,492,211		$	(1,161,074	)	$	6,331,178		$	218,465		$	6,549,643
Balance as of May 31, 2015	$	1,704,162	1,049,032	$	1,113,827		$	6,651,006		$	(18,121,453	)	(376,063	)	$	(456,864	)	(13,817	)	$	16,626,719		$	(1,277,344	)	$	6,240,053		$	226,178		$	6,466,231

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

Table of Contents

ACCENTURE SCA

CONSOLIDATED CASH FLOWS STATEMENTS

For the ~~Six~~Nine Months Ended ~~February~~May 2831, 2015 and 2014

(In thousands of U.S. dollars)

(Unaudited)

	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	12,~~635~~485,~~434~~664		$	12,~~533~~415,~~977~~790
Adjustments to reconcile Net income to Net cash provided by operating activities —
Depreciation, amortization and asset impairments	~~318~~472,~~755~~160			~~294~~456,~~467~~664
Reorganization benefits, net	—			(18,015		)
Share-based compensation expense	~~336~~531,~~115~~691			~~333~~519,~~686~~989
Deferred income taxes, net	(4124,~~080~~961		)	(~~154~~203,~~738~~605		)
Other, net	(~~182~~244,~~509~~399		)	~~102~~133,~~315~~014
Change in assets and liabilities, net of acquisitions —
Receivables from clients, net	(5468,~~725~~144		)	(~~128~~331,~~496~~649		)
Unbilled services, current and non-current, net	(~~156~~245,320		)	(~~147~~166,~~075~~744		)
Other current and non-current assets	(~~389~~281,~~521~~731		)	(~~355~~294,~~142~~028		)
Accounts payable	~~(39~~14,~~147~~927		)	(7450,~~047~~055		)
Deferred revenues, current and non-current	~~243~~93,~~718~~404			94(64,~~517~~010		)
Accrued payroll and related benefits	~~(192~~181,~~803~~678		)	(~~822~~544,~~847~~946		)
Income taxes payable, current and non-current	(~~249~~184,~~455~~803		)	56158,~~866~~555
Other current and non-current liabilities	(9142,~~275~~615		)	(~~241~~174,~~855~~087		)
Net cash provided by operating activities	12,~~174~~587,~~187~~551			~~473~~1,~~613~~836,873
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of property and equipment	12,~~941~~734			14,~~504~~095
Purchases of property and equipment	(~~133~~246,~~426~~980		)	(~~135~~220,~~126~~413		)
Purchases of businesses and investments, net of cash acquired	(~~119~~442,~~462~~202		)	(~~609~~675,~~589~~220		)
Net cash used in investing activities	(250,947		)	(743,211		)
Proceeds from the sale of investments	10,553			—
Net cash used in investing activities	(675,895		)	(891,538		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common shares	~~129~~300,~~531~~663			42224,~~729~~957
Purchases of shares	(1,~~091~~593,~~142~~298		)	(1,~~210~~639,~~661~~056		)
Proceeds from long-term debt, net	~~268~~484			~~551~~734
Cash dividends paid	(~~678~~1,~~736~~353,471		)	(~~630~~1,~~234~~254,916		)
Excess tax benefits from share-based payment arrangements	6469,~~892~~185			95103,~~986~~066
Other, net	(1617,~~092~~500		)	(1215,~~966~~360		)
Net cash used in financing activities	(12,~~591~~593,~~279~~937		)	(12,~~714~~580,~~595~~575		)
Effect of exchange rate changes on cash and cash equivalents	(~~191~~212,~~866~~835		)	3252,~~582~~214
NET DECREASE IN CASH AND CASH EQUIVALENTS	(~~859~~895,~~905~~116		)	(1,~~951~~583,~~611~~026		)
CASH AND CASH EQUIVALENTS, beginning of period	4,921,305			5,631,885
CASH AND CASH EQUIVALENTS, end of period	$	4,~~061~~026,~~400~~189		$	34,~~680~~048,~~274~~859

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

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, 2014 included in the Company’s Annual Report on Form 10-K filed with the SEC on October 24, 2014.

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 differ 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 ~~six~~nine months ended ~~February~~May 2831, 2015 are not necessarily indicative of the results that may be expected for the fiscal year ending August 31, 2015.

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 ~~February~~May 2831, 2015 and August 31, 2014, total allowances recorded for client receivables and unbilled services were $8382,~~881~~442 and $82,643, respectively.

Accumulated Depreciation

As of ~~February~~May 2831, 2015 and August 31, 2014, total accumulated depreciation was $1,~~754~~769,~~052~~090 and $1,752,965, respectively.

Income Taxes

The Company applies an estimated annual effective tax rate to its year-to-date operating results to determine the interim provision for income tax expense. In addition, the Company recognizes taxes related to unusual or infrequent items or resulting from a change in judgment regarding a position taken in a prior year as discrete items in the interim period in which the event occurs.

The Company’s effective tax rates for the three months ended ~~February~~May 2831, 2015 and 2014 were 2624.09% and 2425.0%, respectively. The Company’s effective tax rates for the ~~six~~nine months ended ~~February~~May 2831, 2015 and 2014 were 25.63% and 24.7%, respectively. Absent the tax impact of the pension settlement charge recorded during the three months ended May 31, 2015 (see Note 7 (Retirement and Profit Sharing Plans) to these Consolidated Financial Statements), the effective tax rates would have been 25.7% and 25.6% for the three and nine months ended May 31, 2015, respectively. During the ~~three~~nine months ended ~~February~~May 2831, 2015, the Company concluded that certain undistributed earnings of its U.S. subsidiaries would no longer be considered permanently reinvested and recorded an estimated deferred tax liability of $~~171~~239,~~276~~528 for withholding taxes that would be payable on the distribution of these earnings. The higher effective tax ~~rates~~rate for the ~~three~~nine ~~and six~~ months ended ~~February~~May 2831, 2015 ~~were~~was primarily due to expenses associated with this increase in deferred tax liabilities ~~and changes in the geographic distribution of earnings~~, partially offset by higher benefits related to final determinations of tax liabilities for prior years, including a ~~benefit of~~ $169,829 ~~recorded~~benefit ~~during the three months ended February 28, 2015~~ related to final settlement of U.S. tax audits for fiscal years 2010 and 2011, and benefits related to changes in the geographic distribution of earnings.

New Accounting Pronouncement

On May 28, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, which will replace most existing revenue recognition guidance in U.S. GAAP. The core principle of the ASU is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. The ASU requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. The ASU ~~will~~is expected to be effective for the Company beginning September 1, ~~2017~~2018, including interim periods in its fiscal year ~~2018~~2019, and allows for both retrospective and prospective methods of adoption. The Company is in the process of determining the method of adoption and assessing the impact of this ASU on its Consolidated Financial Statements.

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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)

2. ACCUMULATED OTHER COMPREHENSIVE LOSS

The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive loss attributable to Accenture SCA:

	Three Months Ended February 28,						Six Months Ended February 28,
	Three Months Ended May 31,						Nine Months Ended May 31,
	2015			2014			2015			2014
Foreign currency translation
Beginning balance	$	(~~518~~662,~~758~~923	)	$	(~~338~~348,~~102~~776	)	$	(339,326	)	$	(434,913	)
Foreign currency translation	(~~153~~87,~~781~~630		)	~~(15~~66,~~567~~568		)	(~~341~~429,~~634~~264		)	83149,~~330~~898
Income tax benefit	1,623			3,082			3,191			1,962
Income tax (expense) benefit	(229		)	1,860			2,962			3,822
Portion attributable to noncontrolling interests	72,~~993~~052			~~1,811~~(859		)	1416,~~846~~898			~~845~~(14		)
Foreign currency translation, net of tax	(~~144~~85,~~165~~807		)	~~(10~~67,~~674~~569		)	(~~323~~409,~~597~~404		)	86153,~~137~~706
Ending balance	(~~662~~748,~~923~~730		)	(~~348~~281,~~776~~207		)	(~~662~~748,~~923~~730		)	(~~348~~281,~~776~~207		)
Defined benefit plans
Beginning balance	(~~564~~559,~~113~~586		)	(~~452~~447,~~970~~726		)	(568,177		)	(456,180		)
Reclassifications into net periodic pension and post-retirement expense (1)	6,914			4,843			13,309			9,897
Actuarial losses	(67,090		)	—			(67,090		)	—
Income tax (expense) benefit	(2,379		)	412			(4,702		)	(1,425		)
Pension settlement	64,382			—			64,382			—
Portion attributable to noncontrolling interests	(8		)	(11		)	(16		)	(18		)
Reclassifications into net periodic pension and post-retirement expense (1)	7,863			5,288			21,172			15,185
Defined benefit plans, net of tax	4,527			5,244			8,591			8,454
Income tax expense	(1,828		)	(2,046		)	(6,530		)	(3,471		)
Ending balance	(559,586		)	(447,726		)	(559,586		)	(447,726		)
Portion attributable to noncontrolling interests	(6		)	(6		)	(22		)	(24		)
Defined benefit plans, net of tax	3,321			3,236			11,912			11,690
Ending balance	(556,265		)	(444,490		)	(556,265		)	(444,490		)
Cash flow hedges
Beginning balance	161,~~870~~435			(~~147~~121,~~514~~812		)	(16,694		)	(225,069		)
Unrealized gains	96,506			5,273			117,816			93,625
Unrealized (losses) gains	(42,442		)	130,182			75,374			223,807
Reclassification adjustments into Cost of services	(58,~~642~~736		)	3420,~~918~~676			(413,~~722~~458		)	7191,~~049~~725
Income tax expense	(31,192		)	(14,441		)	(34,821		)	(61,200		)
Income tax benefit (expense)	17,330			(51,739		)	(17,491		)	(112,939		)
Portion attributable to noncontrolling interests	~~(107~~64		)	(48194		)	(~~144~~80		)	(~~217~~411		)
Cash flow hedges, net of tax	59(33,~~565~~784		)	2598,~~702~~925			7844,~~129~~345			~~103~~202,~~257~~182
Ending balance (2)	6127,~~435~~651			(~~121~~22,~~812~~887		)	6127,~~435~~651			(~~121~~22,~~812~~887		)
Accumulated other comprehensive loss	$	(1,~~161~~277,~~074~~344	)	$	(~~918~~748,~~314~~584	)	$	(1,~~161~~277,~~074~~344	)	$	(~~918~~748,~~314~~584	)

_______________


(1)	Reclassifications into net periodic pension and post-retirement expense are recognized in Cost of services, Sales and marketing and General and administrative costs.

(2) As of ~~February~~May 2831, 2015, $3519,~~975~~931 of net unrealized gains related to derivatives designated as cash flow hedges is expected to be reclassified into Cost of services in the next 12 months.

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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)

3. BUSINESS COMBINATIONS

~~During~~On March 25, 2015, the ~~six~~Company ~~months~~acquired ~~ended~~Agilex ~~February~~Technologies, 28Inc., ~~2015~~a provider of digital solutions for the U.S. federal government, for $263,787, net of cash acquired. This acquisition enhanced Accenture’s digital capabilities in analytics, cloud and mobility for federal agencies and resulted in approximately 730 employees joining the Company. ~~completed~~In ~~individually~~connection ~~immaterial~~with ~~acquisitions~~this ~~for~~acquisition, ~~total~~the ~~consideration~~Company recorded goodwill of $~~119~~208,~~462~~267, ~~net~~which was allocated to the Health & Public Service operating segment, and intangible assets of ~~cash~~$49,700, ~~acquired~~primarily related to customer-related intangibles. The goodwill is non-deductible for U.S. federal income tax purposes. The intangible assets are being amortized over one to eight years. The pro forma effects of ~~these~~this ~~acquisitions~~acquisition on the Company’s operations were not material.

~~Subsequent~~During ~~Event~~the nine months ended May 31, 2015, the Company completed other individually immaterial acquisitions for total consideration of $173,396, net of cash acquired. The pro forma effects of these acquisitions on the Company’s operations were not material.

On March 25, 2015, the Company acquired Agilex Technologies, Inc., a provider of digital solutions for the U.S. federal government. The acquisition enhances Accenture’s digital capabilities in analytics, cloud and mobility for federal agencies. At the date of issuance of the financial statements, the initial business combination accounting was not complete for this acquisition.

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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)

4. GOODWILL AND INTANGIBLE ASSETS

Goodwill

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

	August 31, 2014		Additions/Adjustments		ForeignCurrencyTranslation			~~February~~May 2831, 2015
Communications, Media & Technology	$	338,855	$	311,~~092~~919	$	(1618,~~709~~882	)	$	~~325~~331,~~238~~892
Financial Services	707,093		69,~~498~~714		(2024,~~024~~634		)	~~693~~692,~~567~~173
Health & Public Service	375,052		2216,~~667~~643		(4,~~052~~501		)	~~373~~587,~~667~~194
Products	836,858		622,~~867~~931		(2630,~~796~~746		)	~~816~~829,~~929~~043
Resources	138,036		~~106~~109,~~115~~507		(1518,~~957~~673		)	228,~~194~~870
Total	$	2,395,894	$	~~125~~370,~~239~~714	$	(8397,~~538~~436	)	$	2,~~437~~669,~~595~~172

Goodwill includes immaterial adjustments related to prior period acquisitions.

Intangible Assets

The Company’s definite-lived intangible assets by major asset class are as follows:

	February 28, 2015							August 31, 2014
	May 31, 2015							August 31, 2014
Intangible Asset Class	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Customer-related	$	~~342~~401,~~695~~581	$	(~~100~~115,~~949~~900	)	$	~~241~~285,~~746~~681	$	334,768	$	(88,447	)	$	246,321
Technology	~~111~~110,~~333~~190		(4548,~~351~~786		)	6561,~~982~~404		113,938		(41,536		)	72,402
Patents	116,~~455~~856		(56,~~353~~761		)	60,~~102~~095		135,022		(70,299		)	64,723
Other	2930,~~481~~018		(1517,~~975~~448		)	1312,~~506~~570		37,524		(23,090		)	14,434
Total	$	~~599~~658,~~964~~645	$	(~~218~~238,~~628~~895	)	$	~~381~~419,~~336~~750	$	621,252	$	(223,372	)	$	397,880

~~5. MATERIAL TRANSACTIONS AFFECTING SHAREHOLDERS’ EQUITY~~10

Dividends

The Company’s dividend activity during the six months ended February 28, 2015 was as follows:

	Dividend PerShare		Accenture SCA Class ICommon Shares			Accenture Canada Holdings Inc.Exchangeable Shares			Total CashOutlay
Dividend Payment Date			Record Date	Cash Outlay		Record Date	Cash Outlay
November 17, 2014	$	1.02	October 14, 2014	$	677,346	October 14, 2014	$	1,390	$	678,736

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

Subsequent Event

On March 23, 2015, the Board of Directors of Accenture plc declared a semi-annual cash dividend of $1.02 per share on its Class A ordinary shares for shareholders of record at the close of business on April 10, 2015. Accenture plc will cause Accenture SCA to declare a semi-annual cash dividend of $1.02 per share on its Class I common shares for shareholders of record at the close of business on April 7, 2015. Both dividends are payable on May 15, 2015. The payment of the cash dividends will result in the issuance of an immaterial number of additional restricted share units to holders of restricted share units.

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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)

5. MATERIAL TRANSACTIONS AFFECTING SHAREHOLDERS’ EQUITY

Dividends

The Company’s dividend activity during the nine months ended May 31, 2015 was as follows:



	Dividend Per Share		Accenture SCA Class I Common Shares			Accenture Canada Holdings Inc. Exchangeable Shares			Total Cash Outlay
Dividend Payment Date	Dividend Per Share		Record Date	Cash Outlay		Record Date	Cash Outlay		Total Cash Outlay
November 17, 2014	$	1.02	October 14, 2014	$	677,346	October 14, 2014	$	1,390	$	678,736
May 15, 2015	1.02		April 7, 2015	673,487		April 7, 2015	1,248		674,735
Total Dividends				$	1,350,833		$	2,638	$	1,353,471

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

6. DERIVATIVE FINANCIAL INSTRUMENTS

In the normal course of business, the Company uses derivative financial instruments to manage foreign currency exchange rate risk. The Company’s derivative financial instruments consist of deliverable and non-deliverable foreign currency forward contracts.

Cash Flow 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 Statements during the period in which the hedged transaction is recognized. For information related to derivatives designated as cash flow hedges that were reclassified into Cost of services during the three and ~~six~~nine months ended ~~February~~May 2831, 2015 and 2014, as well as those expected to be reclassified into Cost of services in the next 12 months, see Note 2 (Accumulated Other Comprehensive Loss) to these Consolidated Financial Statements.

Other Derivatives

Realized gains or losses and changes in the estimated fair value of foreign currency forward contracts that have not been designated as hedges were a net loss of $67,~~060~~040 and $~~172~~239,~~590~~630 for the three and ~~six~~nine months ended ~~February~~May 2831, 2015, respectively. Realized gains or losses and changes in the estimated fair value of foreign currency forward contracts that have not been designated as hedges were a net gain of $1121,~~433~~039 and $98119,~~476~~515 for the three and ~~six~~nine months ended ~~February~~May 2831, 2014, respectively. Gains and losses on these contracts are recorded in Other expense, net in the Consolidated Income Statements and are offset by gains and losses on the related hedged items.

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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)

Fair Value of Derivative Instruments

The notional and fair values of all derivative instruments were as follows:

	February 28, 2015		August 31, 2014
	May 31, 2015		August 31, 2014
Assets
Cash Flow Hedges
Other current assets	$	5545,~~444~~699	$	21,148
Other non-current assets	5833,~~796~~900		20,875
Other Derivatives
Other current assets	1516,~~875~~146		17,076
Total assets	$	~~130~~95,~~115~~745	$	59,099
Liabilities
Cash Flow Hedges
Other accrued liabilities	$	1925,~~469~~767	$	41,103
Other non-current liabilities	515,~~129~~215		24,474
Other Derivatives
Other accrued liabilities	1329,~~122~~853		15,392
Total liabilities	$	3770,~~720~~835	$	80,969
Total fair value	$	9224,~~395~~910	$	(21,870	)
Total notional value	$	6,~~119~~449,~~355~~078	$	5,989,011

The Company utilizes standard counterparty master agreements containing provisions for the netting of certain foreign currency transaction obligations and for the set-off of certain obligations in the event of an insolvency of one of the parties to the transaction. In the Consolidated Balance Sheets, the Company records derivative assets and liabilities at gross fair value. The potential effect of netting derivative assets against liabilities under the counterparty master agreements was as follows:

	February 28, 2015		August 31, 2014
	May 31, 2015		August 31, 2014
Net derivative assets	$	~~103~~68,~~695~~318	$	22,458
Net derivative liabilities	1143,~~300~~408		44,328
Total fair value	$	9224,~~395~~910	$	(21,870	)

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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)

7. ~~COMMITMENTS~~RETIREMENT AND ~~CONTINGENCIES~~PROFIT SHARING PLANS

U.S. Defined Benefit Pension Plan Settlement Charge

On January 12, 2015, the Company announced a plan to offer a voluntary one-time lump sum payment option to certain eligible former employees who had vested benefits under the Company’s U.S. pension plan, that if accepted, would settle the Company’s pension obligations to them.

The lump sum cash payment offer closed during the third quarter of fiscal 2015.In total, more than 4,800 former participants accepted the offer, resulting in lump sum payments from plan assets of $279,571 in May 2015. As a result of this settlement and the adoption of the new U.S. mortality tables released by the Society of Actuaries, the Company remeasured the assets and liabilities of the U.S. pension plan, which in aggregate resulted in a net reduction to the projected benefit obligation of $179,938 as well as a non-cash settlement charge of $64,382, pre-tax, in the third quarter of fiscal 2015. The funded status of the Company's U.S. pension plan after remeasurement was 104%.

8. COMMITMENTS AND CONTINGENCIES

Commitments

The Company has the right to purchase or may also be required to purchase substantially all of the remaining outstanding shares of its Avanade Inc. subsidiary (“Avanade”) not owned by the Company at fair value if certain events occur. As of ~~February~~May 2831, 2015 and August 31, 2014, the Company has reflected the fair value of $8485,~~043~~265 and $95,581, respectively, related to Avanade’s redeemable common stock and the intrinsic value of the options on redeemable common stock in Other accrued liabilities in the Consolidated Balance Sheets.

U.S. Defined Benefit Pension Obligation

On January 12, 2015, the Company began notifying eligible former employees (approximately 12,000 of the Company’s 22,000 total U.S. pension plan participants) who have vested benefits under the Company’s U.S. pension plan of an offer to receive a voluntary one-time lump sum cash payment that, if accepted, would settle the Company’s pension obligations to them. The Company expects that the lump sum payments, which will be paid from plan assets, will reduce the Company’s liabilities and administrative costs.

The lump sum cash payment offering period opened February 2, 2015 and will close on March 27, 2015. The lump sum cash payments will be made in May 2015. As a result, the Company will incur a non-cash settlement charge of approximately $60,000, pre-tax, in the third quarter of fiscal 2015. The amount of the settlement charge will depend upon the actual number of participants that accept the Company’s offer.

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.

As of ~~February~~May 2831, 2015 and August 31, 2014, the Company’s aggregate potential liability to its clients for expressly limited guarantees involving the performance of third parties was approximately $~~638~~633,000 and $768,000, respectively, of which all but approximately $1314,000 and $8,000, respectively, may be recovered from the other third parties if the Company is obligated to make payments to the indemnified parties as a 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, warranty obligations, 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 ~~February~~May 2831, 2015, 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 the range of reasonably possible losses in addition to amounts accrued, net of insurance recoveries, will not have a material effect on the Company’s results of operations or financial condition.

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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)

89. SEGMENT REPORTING

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

Three Months Ended February 28,

Three Months Ended May 31,

2015

2014

NetRevenues

OperatingIncome

NetRevenues

OperatingIncome

Communications, Media & Technology

1,~~516~~613,~~785~~478

~~201~~237,~~661~~902

1,~~408~~524,~~616~~898

~~181~~222,~~815~~957

Financial Services

1,~~589~~638,~~535~~313

~~228~~265,~~161~~863

1,~~563~~677,~~655~~066

~~209~~252,~~138~~928

Health & Public Service

1,~~319~~383,~~917~~639

~~163~~202,~~830~~644

1,~~183~~313,~~728~~840

~~145~~213,~~614~~099

Products

1,~~850~~883,~~953~~200

~~271~~255,~~826~~162

1,~~745~~914,~~515~~539

~~205~~253,~~526~~357

Resources

1,~~211~~247,~~826~~851

~~155~~171,~~555~~948

1,~~224~~301,~~897~~774

~~209~~236,~~189~~425

Other

43,~~313~~901

—

43,~~256~~521

—

Total

7,~~493~~770,~~329~~382

1,~~021~~133,~~033~~519

7,~~130~~735,~~667~~638

~~951~~1,~~282~~178,766

Six Months Ended February 28,

Nine Months Ended May 31,

2015

2014

NetRevenues

OperatingIncome

NetRevenues

OperatingIncome

Communications, Media & Technology

34,~~097~~711,~~822~~300

~~390~~628,~~418~~320

24,~~819~~344,~~599~~497

~~335~~558,~~183~~140

Financial Services

34,~~305~~944,~~762~~075

~~525~~791,~~743~~606

34,~~161~~838,~~621~~687

~~472~~725,~~706~~634

Health & Public Service

24,~~688~~071,~~359~~998

~~365~~568,~~633~~277

23,~~413~~727,~~802~~642

~~324~~538,~~919~~018

Products

35,~~781~~664,~~284~~484

~~561~~816,~~558~~720

35,~~546~~461,~~577~~116

~~452~~706,~~913~~270

Resources

23,~~507~~755,~~307~~158

~~365~~537,~~390~~338

23,~~539~~841,~~904~~678

~~456~~693,~~660~~085

Other

812,~~510~~411

—

711,~~913~~434

—

Total

1523,~~389~~159,~~044~~426

23,~~208~~342,~~742~~261

1422,~~489~~225,~~416~~054

23,~~042~~221,~~381~~147

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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, 2014, 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, 2014.

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 2015” means the 12-month period that will end on August 31, 2015. 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,” “positioned,” “outlook” 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 volatile, negative or uncertain economic conditions and the effects of these conditions on our clients’ businesses and levels of business activity.


•	Our business depends on generating and maintaining ongoing, profitable client demand for our services and solutions, and a significant reduction in such demand could materially affect our results of operations.


•	If we are unable to keep our supply of skills and resources in balance with client demand around the world and attract and retain professionals with strong leadership skills, our business, the utilization rate of our professionals and our results of operations may be materially adversely affected.


•	The markets in which we compete are highly competitive, and we might not be able to compete effectively.


•	We could have liability or our reputation could be damaged if we fail to protect client and/or Company data or information systems as obligated by law or contract or if our information systems are breached.


•	Our results of operations and ability to grow could be materially negatively affected if we cannot adapt and expand our services and solutions in response to ongoing changes in technology and offerings by new entrants.


•	Our results of operations could materially suffer if we are not able to obtain sufficient pricing to enable us to meet our profitability expectations.


•	If we do not accurately anticipate the cost, risk and complexity of performing our work or third parties upon whom we rely do not meet their commitments, then our contracts could have delivery inefficiencies and be less profitable than expected or unprofitable.


•	Our results of operations could be materially adversely affected by fluctuations in foreign currency exchange rates.


•	Our profitability could suffer if our cost-management strategies are unsuccessful, and we may not be able to improve our profitability through improvements to cost-management to the degree we have done in the past.


•	Our business could be materially adversely affected if we incur legal liability.

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


•	We might not be successful at identifying, acquiring or integrating businesses or entering into joint ventures.


•	Our Global Delivery Network is increasingly concentrated in India and the Philippines, which may expose us to operational risks.


•	Changes in our level of taxes, as well as audits, investigations and tax proceedings, or changes in Accenture’s treatment as an Irish company, could have a material adverse effect on our results of operations and financial condition.


•	As a result of our geographically diverse operations and our growth strategy to continue geographic expansion, we are more susceptible to certain risks.


•	Adverse changes to our relationships with key alliance partners or in the business of our key alliance partners could adversely affect our results of operations.


•	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.


•	If we are unable to protect our intellectual property rights from unauthorized use or infringement by third parties, our business could be adversely affected.


•	Our ability to attract and retain business and employees may depend on our reputation in the marketplace.


•	Many of our contracts include payments that link some of our fees to the attainment of performance or business targets and/or require us to meet specific service levels. This could increase the variability of our revenues and impact our margins.


•	If we are unable to collect our receivables or unbilled services, our results of operations, financial condition and cash flows could be adversely affected.


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


•	The share price of Accenture plc Class A ordinary shares and our results of operations could fluctuate and be difficult to predict.


•	Our results of operations and the share price of Accenture plc Class A ordinary shares could be adversely affected if we are unable to maintain effective internal controls.


•	We make estimates and assumptions in connection with the preparation of our consolidated financial statements, and any changes to those estimates and assumptions could adversely affect our financial results.


•	Accenture SCA is 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. We may also be subject to criticism and negative publicity related to our incorporation in Luxembourg.


•	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, 2014. Our forward-looking statements speak only as of the date of this report or as of the date they are made, and we undertake no obligation to update any forward-looking statements.

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Overview

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. The level of revenues we achieve is based on our ability to deliver market-leading service offerings and to deploy skilled teams of professionals quickly and on a global basis.

Our results of operations are affected by economic conditions, including macroeconomic conditions and levels of business confidence. There continues to be volatility and economic and geopolitical uncertainty in certain markets around the world, which may impact our business. We continue to monitor the impact of this volatility and uncertainty and seek to manage our costs in order to respond to changing conditions. InThere ~~recent~~continues ~~months~~to ~~there~~be ~~has also been~~ significant volatility in foreign currency exchange rates. The majority of our net revenues are denominated in currencies other than the U.S. dollar, including the Euro and the U.K. pound. Unfavorable fluctuations in foreign currency exchange rates have had and we expect will continue to have a material effect on our revenues.

Revenues before reimbursements (“net revenues”) for the ~~second~~third quarter of fiscal 2015 increased 5%slightly in U.S. dollars and 12increased 10% in local currency compared to the ~~second~~third quarter of fiscal 2014. Net revenues for the ~~six~~nine months ended ~~February~~May 2831, 2015 increased 64% in U.S. dollars and 11% in local currency compared to the ~~six~~nine months ended ~~February~~May 2831, 2014. Demand for our services continued to ~~improve~~be strong, resulting in ~~strong~~ growth across ~~most~~all areas of our business. All of our operating groups experienced quarterly year-over-year revenue growth in local currency. Revenue growth in local currency was ~~very~~ strong in both ~~outsourcing~~consulting and ~~consulting~~outsourcing during the ~~second~~third quarter of fiscal 2015. While the business environment remained competitive, pricing ~~continued~~was torelatively ~~improve~~stable and we saw improvement in certain areas of our business. We use the term “pricing” to mean the contract profitability or margin on the work that we sell.

In our consulting business, net revenues for the ~~second~~third quarter of fiscal 2015 increased 41% in U.S. dollars and 11% in local currency compared to the ~~second~~third quarter of fiscal 2014. Net consulting revenues for the ~~six~~nine months ended ~~February~~May 2831, 2015 increased 43% in U.S. dollars and 9% in local currency compared to the ~~six~~nine months ended ~~February~~May 2831, 2014. ~~Clients~~We continue to experience growing demand for digital-related services and assisting clients with the adoption of new technologies. In addition, clients continued to be focused on initiatives designed to deliver cost savings and operational efficiency, as well as projects to integrate their global operations and grow and transform their businesses. ~~We continue to experience growing demand for our services in emerging technologies, including digital services (digital marketing, analytics and mobility) and cloud computing.~~ Compared to fiscal 2014, we continued to provide a greater proportion of systems integration consulting through use of lower-cost resources in our Global Delivery Network. This trend has resulted in work volume growing faster than revenue in our systems integration business, and we expect this trend to continue.

In our outsourcing business, net revenues for the ~~second~~third quarter of fiscal 2015 ~~increased~~were 6%flat in U.S. dollars and 13increased 10% in local currency compared to the ~~second~~third quarter of fiscal 2014. Net outsourcing revenues for the ~~six~~nine months ended ~~February~~May 2831, 2015 increased 96% in U.S. dollars and 1312% in local currency compared to the ~~six~~nine months ended ~~February~~May 2831, 2014. ~~Clients~~We are experiencing growing demand to assist clients with cloud enablement and operation and maintenance of digital-related services. In addition, clients continue to be focused on transforming their operations to improve effectiveness and save costs. Compared to fiscal 2014, we continued to provide a greater proportion of application outsourcing through use of lower-cost resources in our Global Delivery Network.

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 strengthens against other currencies, resulting in unfavorable currency translation, our revenues, revenue growth and results of operations in U.S. dollars may be lower. If the U.S. dollar weakens against other currencies, resulting in favorable currency translation, our revenues, revenue growth and results of operations in U.S. dollars may be higher. When compared to the same periods in fiscal 2014, the U.S. dollar strengthened significantly against many currencies during the three and ~~six~~nine months ended ~~February~~May 2831, 2015, resulting in unfavorable currency translation and U.S. dollar revenue growth that was approximately 710% and 57% lower, respectively, than our revenue growth in local currency. Assuming that exchange rates stay within recent ranges for the remainder of fiscal 2015, we estimate that our full fiscal 2015 revenue growth will be approximately 87.5% lower 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, subcontractor and other personnel costs, and non-payroll costs on outsourcing contracts. Cost of services includes a variety of activities such as: contract delivery; recruiting and training; software development; and integration of acquisitions. Sales and marketing costs are driven primarily by: compensation costs for business development activities; marketing- and advertising-related activities; and certain acquisition-related costs. General and administrative costs primarily include costs for non-client-facing personnel, information systems and office space.

Effective September 1, 2014, we updated the methodology we use to calculate utilization to include all billable employees’ time spent on chargeable work. Utilization for the ~~second~~third quarter of fiscal 2015 was 9190%, ~~flat~~down ~~with~~from 91% for the ~~first~~second quarter of fiscal 2015. This level of utilization reflects continued strong demand for resources in our Global Delivery Network and in most countries. We continue to hire to meet current and projected future demand. We proactively plan and manage the size and composition of our workforce and take actions as needed to address changes in the anticipated demand for our services, given that ~~compensation costs are the most significant portion of our operating expenses. Based on current and projected future demand, we have increased~~

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compensation costs are the most significant portion of our operating expenses. Based on current and projected future demand, we have increased our headcount, the majority of which serve our clients, to more than ~~323~~336,000 as of ~~February~~May 2831, 2015, compared to ~~approximately~~more ~~319~~than 323,000 as of ~~November~~February 3028, ~~2014~~2015 and ~~approximately~~more ~~289~~than 293,000 as of ~~February~~May 2831, 2014. The year-over-year increase in our headcount reflects an overall increase in demand for our services, primarily those delivered through our Global Delivery Network in lower-cost locations, as well as headcount added in connection with acquisitions. Annualized attrition, excluding involuntary terminations, for the ~~second~~third quarter of fiscal 2015 was 1415%, up from 1314% in both the ~~first~~second quarter of fiscal 2015 and ~~12% in~~ the ~~second~~third quarter of fiscal 2014. We evaluate voluntary attrition, adjust levels of new hiring and use involuntary terminations as means to keep our supply of skills and resources in balance with changes in client demand. In addition, we adjust compensation in certain skill sets and geographies in order to attract and retain appropriate numbers of qualified employees~~, and we may need to continue to adjust compensation in the future~~. We strive to adjust pricing and/or the mix of resources to reduce the impact of compensation increases on our gross margin. Our ability to grow our revenues and maintain or increase our margin could be adversely affected if we are unable to: keep our supply of skills and resources in balance with changes in the types or amounts of services clients are demanding, such as the increase in demand for various outsourcing and emerging technology services; recover increases in compensation; deploy our employees globally on a timely basis; manage attrition; 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 ~~second~~third quarter of fiscal 2015 was 2932.95%, compared with 3132.38% for the ~~second~~third quarter of fiscal 2014. Gross margin for the ~~six~~nine months ended ~~February~~May 2831, 2015 was 31.15%, compared with 32.35% for the ~~six~~nine months ended ~~February~~May 2831, 2014. The reduction in gross margin for the ~~second~~third quarter and ~~first~~nine ~~half~~months ofended ~~fiscal~~May 31, 2015 was principally due to higher labor costs, ~~including~~and increased usage of subcontractors, compared to the same periods in fiscal 2014.

Sales and marketing and general and administrative costs as a percentage of net revenues were 1617.31% for the ~~second~~third quarter of fiscal 2015 and 16.78% for the ~~six~~nine months ended ~~February~~May 2831, 2015, compared with 17.95% for the ~~second~~third quarter of fiscal 2014 and 18.31% for the ~~six~~nine months ended ~~February~~May 2831, 2014. We continuously monitor these costs and implement cost-management actions, as appropriate. For the ~~six~~nine months ended ~~February~~May 2831, 2015 compared to the ~~six~~nine months ended ~~February~~May 2831, 2014, sales and marketing costs as a percentage of net revenues decreased ~~110~~90 basis points principally due to improved operational efficiency in our business development activities. We also experienced lower non-payroll sales and marketing costs. General and administrative costs as a percentage of net revenues decreased 5040 basis points.

Operating ~~margin~~expenses ~~(Operating~~in ~~income as a percentage of Net revenues) for~~ the third ~~second~~ quarter of fiscal 2015 included ~~was~~a ~~13.6%,~~non-cash ~~compared~~pension ~~with~~settlement ~~13.3%~~charge ~~for the second quarter~~ of $64 ~~fiscal~~million related ~~2014.~~to ~~Operating~~lump ~~margin~~sum ~~for~~cash ~~the~~payments ~~six~~made ~~months~~from ~~ended~~our ~~February 28, 2015 was 14~~U.~~4%, compared with 14~~S.1% ~~for~~defined ~~the~~benefit ~~six~~pension ~~months~~plan ~~ended~~to ~~February~~former ~~28,~~employees ~~2014.~~who ~~Our~~elected Operating income is 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~~receive ~~foreign currency exposure for costs not incurred in the same currency as the related net revenues,~~ such aspayments. ~~the~~For ~~cost~~additional ~~of our Global Delivery Network~~information, bysee ~~using~~Note ~~currency~~7 ~~protection~~(Retirement ~~provisions in our customer contracts~~ and ~~through~~Profit ~~our~~Sharing ~~hedging~~Plans) ~~programs. We seek~~ to ~~manage~~ our ~~costs,~~Consolidated ~~taking~~Financial ~~into~~Statements ~~consideration~~under ~~the~~Item ~~residual~~1, ~~positive~~“Financial ~~and negative effects of changes in foreign exchange rates on those costs~~Statements.”

Operating margin (Operating income as a percentage of Net revenues) for the third quarter of fiscal 2015 was 14.6%, compared with 15.2% for the third quarter of fiscal 2014. Operating margin for the nine months ended May 31, 2015 was 14.4%, compared with 14.5% for the nine months ended May 31, 2014. The pension settlement charge of $64 million recorded in the third quarter of fiscal 2015 decreased operating margin by 80 and 30 basis points for the third quarter of fiscal 2015 and nine months ended May 31, 2015, respectively. Excluding the effect of the pension settlement charge, operating margin would have been 15.4% for the third quarter of fiscal 2015 and 14.7% for the nine months ended May 31, 2015, an increase of 20 basis points compared with the same periods in fiscal 2014.

The effective tax rates for the third quarter of fiscal 2015 and nine months ended May 31, 2015 were 24.9% and 25.3%, respectively. Absent the tax impact of the $64 million pension settlement charge recorded during the third quarter of fiscal 2015, our effective tax rates for the third quarter of fiscal 2015 and nine months ended May 31, 2015 would have been 25.7% and 25.6%, respectively.

We have also presented Operating income, operating margin and effective tax rate excluding the non-cash pension settlement charge, as we believe doing so facilitates understanding as to both the impact of this charge and our operating performance in comparison to the prior period.

Our Operating income is 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, such as the cost of our Global Delivery Network, by using currency protection provisions in our customer contracts and through our hedging programs. We seek to manage our costs, taking into consideration the residual positive and negative effects of changes in foreign exchange rates on those costs.

New Bookings

New bookings for the ~~second~~third quarter of fiscal 2015 were $98.3653 billion, with consulting bookings of $4.2551 billion and outsourcing bookings of $54.1102 billion. New bookings for the ~~six~~nine months ended ~~February~~May 2831, 2015 were $1725.0255 billion, with consulting bookings of $812.1162 billion and outsourcing bookings of $812.9193 billion.

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Results of Operations for the Three Months Ended ~~February~~May 2831, 2015 Compared to the Three Months Ended ~~February~~May 2831, 2014

Our five reportable operating segments are our operating groups, which are Communications, Media & Technology; Financial Services; Health & Public Service; Products; and Resources. Net revenues (by operating group, geographic region and type of work) and reimbursements were as follows:

	Three Months Ended February 28,				PercentIncrease(Decrease)U.S. Dollars		PercentIncreaseLocalCurrency		Percent of Total Net Revenuesfor the Three Months Ended February 28,
	Three Months Ended May 31,				PercentIncrease(Decrease)U.S. Dollars		PercentIncreaseLocalCurrency		Percent of Total Net Revenuesfor the Three Months Ended May 31,
	2015		2014						2015		2014
	(in millions of U.S. dollars)
OPERATING GROUPS
Communications, Media & Technology	$	1,~~517~~613	$	1,~~409~~525	86	%	1517	%	2021	%	20	%
Financial Services	1,~~590~~638		1,~~564~~677		(2	)	910		21		2221
Health & Public Service	1,~~320~~384		1,~~184~~314		125		1510		18		17
Products	1,~~851~~883		1,~~746~~915		6(2	)	138		2524		2425
Resources	1,~~212~~248		1,~~225~~302		(14	)	6		16		17
Other	4		4		n/m		n/m		—		—
TOTAL NET REVENUES	7,~~493~~770		7,~~131~~736		5—	%	1210	%	100	%	100	%
Reimbursements	~~438~~505		~~437~~505		—
TOTAL REVENUES	$	78,~~932~~275	$	78,~~567~~240	5—	%
GEOGRAPHIC REGIONS (1)
North America	$	3,~~412~~644	$	3,~~031~~286	1311	%	1312	%	4647	%	43	%
Europe	2,~~660~~653		2,~~717~~953		(210	)	97		3534		38
Growth Markets	1,~~422~~473		1,~~383~~496		3(2	)	1213		19		19
TOTAL NET REVENUES	$	7,~~493~~770	$	7,~~131~~736	5—	%	1210	%	100	%	100	%
TYPE OF WORK
Consulting	$	34,~~839~~112	$	34,~~697~~086	41	%	11	%	5153	%	5253	%
Outsourcing	3,~~654~~658		3,~~434~~649		6—		1310		4947		4847
TOTAL NET REVENUES	$	7,~~493~~770	$	7,~~131~~736	5—	%	1210	%	100	%	100	%

_______________

n/m = not meaningful

Amounts in table may not total due to rounding.


(1)	Effective September 1, 2014, we revised the reporting of our geographic regions as follows: North America (the United States and Canada); Europe; and Growth Markets (Asia Pacific, Latin America, Africa, the Middle East, Russia and Turkey). Prior period amounts have been reclassified to conform to the current period presentation.

Net Revenues

The following net revenues commentary discusses local currency net revenue changes for the ~~second~~third quarter of fiscal 2015 compared to the ~~second~~third quarter of fiscal 2014:

Operating Groups

• Communications, Media & Technology net revenues increased 1517% in local currency. ~~Outsourcing~~Consulting revenues reflected significant growth, driven by ~~growth~~Communications across all ~~industry groups and~~ geographic regions~~, led by Communications~~. ~~Consulting~~Outsourcing revenues reflected ~~very~~significant ~~strong~~ growth, driven by ~~Communications~~growth inacross ~~North~~all ~~America~~industry ~~and~~groups ~~Europe~~ and ~~Electronics~~geographic ~~& High Tech in Europe and Growth Markets~~regions.

• Financial Services net revenues increased 910% in local currency. Consulting revenues reflected ~~very~~significant ~~strong~~ growth, driven by all industry groups in Europe and ~~Banking~~North America as well as Capital Markets and Insurance in ~~North~~Growth ~~America~~Markets. Outsourcing ~~revenue~~revenues ~~growth~~reflected ~~was~~slight growth, driven by all industry groups in Europe and ~~Insurance~~Growth ~~and Capital~~ Markets, ~~in North America. These increases were~~ partially offset by adeclines ~~decline~~ in Banking and Capital Markets in North America.

• Health & Public Service net revenues increased 1510% in local currency. Outsourcing revenues reflected very significant growth, led by Health and Public Service in North America. Consulting revenues reflected ~~strong~~slight growth driven by ~~Health~~Public Service and Health in North America, partially offset by a decline in Public Service in ~~North~~Growth ~~America~~Markets.

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• Products net revenues increased 138% in local currency. Consulting revenues reflected very strong growth, driven by ~~most~~all industry groups in Europe and most industry groups in North America and Growth Markets, led by Consumer Goods & Services. These increases were partially offset by adeclines ~~decline~~ in Retail and Air, Freight & Travel Services ~~and Retail~~ in North America. Outsourcing ~~revenues~~revenue ~~reflected strong~~ growth, was driven by ~~all geographic regions and in~~ most industry groups, ~~led~~in byNorth ~~Air,~~America ~~Freight~~and &Growth ~~Travel~~Markets ~~Services~~ and Retail in Europe ~~and Consumer Goods & Services in North America~~. These increases were partially offset by a decline in Infrastructure & Transportation Services in Europe.

• Resources net revenues increased 6% in local currency. Outsourcing revenues reflected ~~very~~ strong growth, driven by ~~Utilities across all geographic regions,~~ Energy in Europe and ~~Natural~~Utilities ~~Resources~~ in ~~Growth~~North ~~Markets~~America. Consulting ~~revenues~~revenue ~~reflected slight~~ growth, was driven by Utilities inacross ~~North~~all ~~America~~geographic regions and ~~Chemicals~~Natural inResources ~~Growth~~and ~~Markets~~Chemicals ~~and~~in Europe. These consulting increases were partially offset by declines in Energy in ~~North America and~~ Europe and ~~Natural~~North ~~Resources in Growth Markets~~America. Some of our Energy clients are requesting a higher volume of outsourcing services, placing a greater emphasis on cost savings initiatives and moderating demand for consulting services. We expect this trend will continue to impact Resources year-over-year consulting net revenue growth in the near term.

Geographic Regions

• North America net revenues increased 1312% in local currency, driven by the United States.

• Europe net revenues increased 97% in local currency, driven by ~~France~~Spain, ~~Germany~~the United Kingdom, ~~Spain~~Germany and the Netherlands.

• Growth Markets net revenues increased 1213% in local currency, driven by Japan, Australia and Brazil~~, partially offset by declines in Singapore and South Korea~~.

Operating Expenses

Operating expenses for the ~~second~~third quarter of fiscal 2015 increased $~~294~~80 million, or 41%, over the ~~second~~third quarter of fiscal 2014, and ~~decreased~~increased as a percentage of revenues to 8786.13% from 8785.47% during this period. Operating expenses before reimbursable expenses for the ~~second~~third quarter of fiscal 2015 increased $~~293~~80 million, or 51%, over the ~~second~~third quarter of fiscal 2014, and ~~decreased~~increased as a percentage of net revenues to 8685.4% from 8684.78% during this period.

Cost of Services

Cost of services for the ~~second~~third quarter of fiscal 2015 increased $~~354~~46 million, or 71%, over the ~~second~~third quarter of fiscal 2014, and increased as a percentage of revenues to 7169.85% from 7069.52% during this period. Cost of services before reimbursable expenses for the ~~second~~third quarter of fiscal 2015 increased $~~352~~46 million, or 71%, over the ~~second~~third quarter of fiscal 2014, and increased as a percentage of net revenues to 7067.15% from 6867.72% during this period. Gross margin for the ~~second~~third quarter of fiscal 2015 decreased to 2932.95% from 3132.38% for the ~~second~~third quarter of fiscal 2014, principally due to higher labor costs, ~~including~~and increased usage of subcontractors, compared to the ~~second~~third quarter of fiscal 2014.

Sales and Marketing

Sales and marketing expense for the ~~second~~third quarter of fiscal 2015 decreased $3925 million, or 53%, from the ~~second~~third quarter of fiscal 2014, and decreased as a percentage of net revenues to 1011.73% from 11.76%. The decrease as a percentage of net revenues was principally due to improved operational efficiency in our business development activities. ~~We also experienced lower non-payroll sales and marketing costs.~~

General and Administrative Costs

General and administrative costs for the ~~second~~third quarter of fiscal 2015 decreased $216 million, or 51%, from the ~~second~~third quarter of fiscal 2014, and decreased as a percentage of net revenues to 5.68% from 65.29% during this period. ~~The decrease as a percentage of net revenues was due to management of these costs at a rate lower than that of net revenues.~~

Pension Settlement Charge

We recorded a non-cash pension settlement charge of $64 million during the third quarter of fiscal 2015 as a result of lump sum cash payments made from our U.S. defined benefit pension plan to former employees who elected to receive such payments. For additional information, refer to Note 7 (Retirement and Profit Sharing Plans) to our Consolidated Financial Statements above under Item 1,“Financial Statements.”

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Operating Income and Operating Margin

Operating income for the ~~second~~third quarter of fiscal 2015 ~~increased~~decreased $7045 million, or 74%, ~~over~~from the ~~second~~third quarter of fiscal 2014. ~~Operating~~The ~~income~~pension ~~and~~settlement charge of $64 million recorded in the third quarter of fiscal 2015 decreased operating margin ~~for~~by ~~each~~80 basis points. Excluding the effects of the pension settlement charge, operating ~~groups~~margin ~~were~~for asthe ~~follows:~~third quarter of fiscal 2015 increased 20 basis points compared with the third quarter of fiscal 2014.

	Three Months Ended February 28,
	2015				2014
	OperatingIncome		OperatingMargin		OperatingIncome		OperatingMargin		Increase(Decrease)
	(in millions of U.S. dollars)
Communications, Media & Technology	$	202	13	%	$	182	13	%	$	20
Financial Services	228		14		209		13		19
Health & Public Service	164		12		146		12		18
Products	272		15		206		12		66
Resources	156		13		209		17		(54		)
Total	$	1,021	13.6	%	$	951	13.3	%	$	70

Operating income and operating margin for each of the operating groups were as follows:



	Three Months Ended May 31,
	2015				2014
	Operating Income		Operating Margin		Operating Income		Operating Margin
	(in millions of U.S. dollars)
Communications, Media & Technology	$	238	15	%	$	223	15	%
Financial Services	266		16		253		15
Health & Public Service	203		15		213		16
Products	255		14		253		13
Resources	172		14		236		18
Total	$	1,134	14.6	%	$	1,179	15.2	%

_______________

Amounts in table may not total due to rounding.

~~We estimate that the aggregate percentage impact of foreign currency exchange rates on our~~ Operating ~~income~~Income ~~during the second quarter of fiscal 2015 was similar to that disclosed for Net revenue. The commentary below provides insight into other factors affecting operating group performance~~ and ~~operating~~Operating ~~margin~~Margin ~~for~~Excluding ~~the~~Pension ~~second~~Settlement ~~quarter~~Charge ~~of fiscal 2015 compared with the second quarter of fiscal 2014:~~(Non-GAAP)



	Three Months Ended May 31,
	2015								2014
			Operating Income and Operating Margin Excluding Pension Settlement Charge (Non-GAAP)						Operating Income and Operating Margin as Reported (GAAP)
									Operating Income and Operating Margin as Reported (GAAP)
	Operating Income (GAAP)		Pension Settlement Charge (1)		Operating Income		Operating Margin		Operating Income		Operating Margin		Increase (Decrease)
	(in millions of U.S. dollars)
Communications, Media & Technology	$	238	$	13	$	250	16	%	$	223	15	%	$	27
Financial Services	266		13		279		17		253		15		26
Health & Public Service	203		12		214		15		213		16		1
Products	255		16		271		14		253		13		18
Resources	172		11		183		15		236		18		(54		)
Total	$	1,134	$	64	$	1,198	15.4	%	$	1,179	15.2	%	$	19

_______________

Amounts in table may not total due to rounding.


(1)	Represents non-cash pension settlement charge related to lump sum cash payments from our U.S. defined benefit pension plan to former employees who elected to receive such payments. The payments settled our pension obligations to those who participated.

We estimate that the aggregate percentage impact of foreign currency exchange rates on our Operating income during the third quarter of fiscal 2015 was similar to that disclosed for Net revenue. In addition, during the third quarter of fiscal 2015, each operating group recorded a portion of the $64 million pension settlement charge. The commentary below provides insight into other factors affecting operating group performance and operating margin for the third quarter of fiscal 2015, exclusive of the pension settlement charge, compared with the third quarter of fiscal 2014:


•	Communications, Media & Technology operating income increased primarily due to revenue growth and lower sales and marketing costs as a percentage of net revenues.

~~• Financial Services operating income increased primarily due to higher contract profitability, lower sales and marketing costs as a percentage of net revenues and consulting revenue growth.~~21

•Table ~~Health & Public Service operating income increased due to revenue growth and lower sales and marketing costs as a percentage~~ of ~~net revenues.~~Contents

• ~~Products~~Financial Services operating income increased primarily due to ~~higher~~consulting ~~contract profitability,~~ revenue growth, ~~and~~ lower sales and marketing costs as a percentage of net revenues and improved outsourcing contract profitability.

• ~~Resources~~Health ~~operating~~& ~~income~~Public ~~decreased~~Service ~~due~~operating toincome ~~lower~~was ~~consulting contract profitability~~flat.

~~Other~~• ~~Expense,~~Products ~~net~~operating income increased due to higher contract profitability.

~~Other~~• ~~expense,~~Resources ~~net~~operating ~~for~~income ~~the~~decreased ~~three months ended February 28, 2015 increased $17 million over the three months ended February 28, 2014, primarily~~ due to ~~losses~~lower ~~incurred~~contract ~~on the devaluation of the Venezuelan Bolivar Fuerte as well as investment losses~~profitability.

Provision for Income Taxes

The effective tax rate for the ~~second~~third quarter of fiscal 2015 was 2624.09%, compared with 2425.0% for the ~~second~~third quarter of fiscal 2014. Absent the tax impact of the $64 million pension settlement charge recorded during the third quarter of fiscal 2015, the effective tax rate for the third quarter of fiscal 2015 would have been 25.7%. The higher effective tax rate in the ~~second~~third quarter of fiscal 2015 was primarily due to expenses associated with an increase in deferred tax liabilities on undistributed U.S. earnings ~~and changes in the geographic distribution of earnings~~, partially offset by ~~higher~~ benefits ~~related~~from tochanges ~~final~~in ~~determinations~~the ofgeographic ~~tax~~distribution ~~liabilities~~of ~~for prior years~~earnings. For additional information, see Note 1 (Basis of Presentation) to our Consolidated Financial Statements under Item 1, “Financial Statements.”

Net Income

Net income for the ~~second~~third quarter of fiscal 2015 ~~increased~~decreased $2132 million, or 34%, ~~over~~from the ~~second~~third quarter of fiscal 2014. ~~The~~Absent ~~increase~~the ~~was~~impact of the pension settlement charge recorded during the third quarter of fiscal 2015, net income increased $8 million compared with the third quarter of fiscal 2014, primarily due to higher revenues and operating results, partially offset by a higher effective tax rate.

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Results of Operations for the ~~Six~~Nine Months Ended ~~February~~May 2831, 2015 Compared to the ~~Six~~Nine Months Ended ~~February~~May 2831, 2014

	Six Months Ended February 28,				PercentIncrease(Decrease)U.S. Dollars		PercentIncreaseLocalCurrency		Percent of Total Net Revenuesfor the Six Months Ended February 28,
	Nine Months Ended May 31,				PercentIncrease(Decrease)U.S. Dollars		PercentIncreaseLocalCurrency		Percent of Total Net Revenuesfor the Nine Months Ended May 31,
	2015		2014						2015		2014
	(in millions of U.S. dollars)
OPERATING GROUPS
Communications, Media & Technology	$	34,~~098~~711	$	24,~~820~~344	108	%	1516	%	20	%	19	%
Financial Services	34,~~306~~944		34,~~162~~839		52		10		2221		22
Health & Public Service	24,~~688~~072		23,~~414~~728		119		1412		1718		17
Products	35,~~781~~664		35,~~547~~461		74		1110		25		2425
Resources	23,~~507~~755		23,~~540~~842		(12	)	4		16		1817
Other	912		811		n/m		n/m		—		—
TOTAL NET REVENUES	1523,~~389~~159		1422,~~489~~225		64	%	11	%	100	%	100	%
Reimbursements	~~886~~1,390		~~878~~1,382		1
TOTAL REVENUES	$	1624,~~275~~550	$	1523,~~367~~607	64	%
GEOGRAPHIC REGIONS (1)
North America	$	610,~~850~~494	$	69,~~123~~409	12	%	1312	%	45	%	42	%
Europe	58,~~565~~218		58,~~479~~432		2(3	)	9		36		38
Growth Markets	24,~~974~~447		24,~~887~~384		31		1011		19		20
TOTAL NET REVENUES	$	1523,~~389~~159	$	1422,~~489~~225	64	%	11	%	100	%	100	%
TYPE OF WORK
Consulting	$	712,~~932~~044	$	711,~~635~~721	43	%	9	%	52	%	53	%
Outsourcing	711,~~457~~115		610,~~855~~504		96		1312		48		47
TOTAL NET REVENUES	$	1523,~~389~~159	$	1422,~~489~~225	64	%	11	%	100	%	100	%

_______________

n/m = not meaningful

Amounts in table may not total due to rounding.


(1)	Effective September 1, 2014, we revised the reporting of our geographic regions as follows: North America (the United States and Canada); Europe; and Growth Markets (Asia Pacific, Latin America, Africa, the Middle East, Russia and Turkey). Prior period amounts have been reclassified to conform to the current period presentation.

Net Revenues

The following net revenues commentary discusses local currency net revenue changes for the ~~six~~nine months ended ~~February~~May 2831, 2015 compared to the ~~six~~nine months ended ~~February~~May 2831, 2014:

Operating Groups

• Communications, Media & Technology net revenues increased 1516% in local currency. Outsourcing revenues reflected significant growth, driven by growth across all industry groups and geographic regions, led by Communications in all geographic regions as well as Media & Entertainment in North America. Consulting revenues reflected very strong growth, driven by Communications in North America and Growth Markets, Electronics & High Tech in Europe and ~~Growth Markets and~~ Media & Entertainment in Growth Markets.

• Financial Services net revenues increased 10% in local currency. Consulting revenues reflected very strong growth, driven by Banking in ~~Europe and~~ North America and Europe, Capital Markets in Europe and Insurance in North America. Outsourcing ~~revenues~~revenue ~~reflected strong~~ growth, was driven by all industry groups in Europe and Capital Markets in ~~North~~Growth ~~America~~Markets. These outsourcing increases were partially offset by a decline in Banking in North America.

• Health & Public Service net revenues increased 1412% in local currency. Outsourcing revenues reflected very significant growth, led by Health and Public Service in North America. Consulting ~~revenues~~revenue ~~reflected strong~~ growth, was driven by Health ~~in North America~~ and Public Service in ~~Europe~~North America.

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• Products net revenues increased 1110% in local currency. Consulting revenues reflected very strong growth, driven by all industry groups in Europe and most industry groups in North America and Growth Markets, led by Consumer Goods & Services. These increases were partially offset by declines in Retail and Air, Freight & Travel Services in North America. Outsourcing revenues reflected strong growth, driven by all geographic regions and in most industry groups, led by Retail ~~and~~in Europe, Life Sciences in North America, Air, Freight & Travel Services in Europe and Consumer Goods & Services ~~and Life Sciences~~ in North America. These increases were partially offset by a decline in Infrastructure & Transportation Services in Europe.

• Resources net revenues increased 4% in local currency. Outsourcing revenues reflected ~~very~~ strong growth, driven by Utilities in ~~Europe and~~ North America and Europe, Energy in Europe and Natural Resources in Growth Markets. Consulting revenues reflected a slight ~~decline~~growth, ~~due~~driven toby ~~declines~~Utilities in ~~Natural~~North ~~Resources~~America and Growth Markets, Chemicals in Europe and Growth Markets and ~~Energy~~Natural Resources in ~~North~~Europe. ~~America~~These ~~and~~consulting ~~Europe,~~increases ~~partially~~were largely offset by ~~growth~~declines in ~~Chemicals~~Natural Resources in Growth Markets and Energy in Europe and ~~Utilities in~~ North America. Some of our Energy clients are requesting a higher volume of outsourcing services, placing a greater emphasis on cost savings initiatives and moderating demand for consulting services. We expect these trends will continue to impact Resources year-over-year consulting net revenue growth in the near term.

Geographic Regions

• North America net revenues increased 1312% in local currency, driven by the United States.

• Europe net revenues increased 9% in local currency, driven by Germany, France, ~~Italy~~Spain, ~~the~~Italy ~~Netherlands, Spain~~ and ~~Norway~~the Netherlands.

• Growth Markets net revenues increased 1011% in local currency, driven by Japan, Brazil and Australia, partially offset by declines in Singapore and South Korea.

Operating Expenses

Operating expenses for the ~~six~~nine months ended ~~February~~May 2831, 2015 increased $~~741~~821 million, or 64%, over the ~~six~~nine months ended ~~February~~May 2831, 2014, and ~~decreased~~remained flat as a percentage of revenues toat 86.4% ~~from 86.7%~~ during this period. Operating expenses before reimbursable expenses for the ~~six~~nine months ended ~~February~~May 2831, 2015 increased $~~733~~813 million, or 64%, over the ~~six~~nine months ended ~~February~~May 2831, 2014, and ~~decreased~~increased as a percentage of net revenues to 85.6% from 85.95% during this period.

Cost of Services

Cost of services for the ~~six~~nine months ended ~~February~~May 2831, 2015 increased $~~807~~854 million, or 85%, over the ~~six~~nine months ended ~~February~~May 2831, 2014, and increased as a percentage of revenues to 70.62% from 69.54% during this period. Cost of services before reimbursable expenses for the ~~six~~nine months ended ~~February~~May 2831, 2015 increased $~~799~~845 million, or 86%, over the ~~six~~nine months ended ~~February~~May 2831, 2014, and increased as a percentage of net revenues to 68.95% from 67.75% during this period. Gross margin for the ~~six~~nine months ended ~~February~~May 2831, 2015 decreased to 31.15% from 32.35% for the ~~six~~nine months ended ~~February~~May 2831, 2014, principally due to higher labor costs, ~~including~~and increased usage of subcontractors, compared to the same period in fiscal 2014.

Sales and Marketing

Sales and marketing expense for the ~~six~~nine months ended ~~February~~May 2831, 2015 decreased $5984 million, or 3%, from the ~~six~~nine months ended ~~February~~May 2831, 2014, and decreased as a percentage of net revenues to 11.1% from 12.20% during this period. The decrease as a percentage of net revenues was due to improved operational efficiency in our business development activities. We also experienced lower non-payroll sales and marketing costs.

General and Administrative Costs

General and administrative costs for the ~~six~~nine months ended ~~February~~May 2831, 2015 decreased $2531 million, or 32%, from the ~~six~~nine months ended ~~February~~May 2831, 2014, and decreased as a percentage of net revenues to 5.67% from 6.1% during this period. ~~The decrease as a percentage of net revenues was due to management of these costs at a rate lower than that of net revenues.~~

23Pension Settlement Charge

We recorded a non-cash pension settlement charge of $64 million during the nine months ended May 31, 2015 as a result of lump sum cash payments made from our U.S. defined benefit pension plan to former employees who elected to receive such payments. For additional information, refer to Note 7 (Retirement and Profit Sharing Plans) to our Consolidated Financial Statements above under Item 1,“Financial Statements.”

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Operating Income and Operating Margin

Operating income for the ~~six~~nine months ended ~~February~~May 2831, 2015 increased $~~166~~121 million, or 84%, over the ~~six~~nine months ended ~~February~~May 2831, 2014. ~~Operating~~The ~~income~~pension ~~and~~settlement charge of $64 million recorded in the third quarter of fiscal 2015 decreased operating margin ~~for~~by ~~each~~30 basis points. Excluding the effects of the pension settlement charge, operating ~~groups~~margin ~~were~~for asthe ~~follows:~~nine months ended May 31, 2015 increased 20 basis points compared with the nine months ended May 31, 2014.

	Six Months Ended February 28,
	2015				2014
	OperatingIncome		OperatingMargin		OperatingIncome		OperatingMargin		Increase(Decrease)
	(in millions of U.S. dollars)
Communications, Media & Technology	$	390	13	%	$	335	12	%	$	55
Financial Services	526		16		473		15		53
Health & Public Service	366		14		325		13		41
Products	562		15		453		13		109
Resources	365		15		457		18		(91		)
Total	$	2,209	14.4	%	$	2,042	14.1	%	$	166

Operating income and operating margin for each of the operating groups were as follows:



	Nine Months Ended May 31,
	2015				2014
	Operating Income		Operating Margin		Operating Income		Operating Margin
	(in millions of U.S. dollars)
Communications, Media & Technology	$	628	13	%	$	558	13	%
Financial Services	792		16		726		15
Health & Public Service	568		14		538		14
Products	817		14		706		13
Resources	537		14		693		18
Total	$	3,342	14.4	%	$	3,221	14.5	%

_______________

Amounts in table may not total due to rounding.

~~We estimate that the aggregate percentage impact of foreign currency exchange rates on our~~ Operating ~~income~~Income ~~during the first half of fiscal 2015 was similar to that disclosed for Net revenue. The commentary below provides insight into other factors affecting operating group performance~~ and ~~operating~~Operating ~~margin~~Margin ~~for~~Excluding ~~the~~Pension ~~six~~Settlement ~~months~~Charge ~~ended February 28, 2015 compared with the six months ended February 28, 2014:~~(Non-GAAP)



	Nine Months Ended May 31,
	2015								2014
			Operating Income and Operating Margin Excluding Pension Settlement Charge (Non-GAAP)						Operating Income and Operating Margin as Reported (GAAP)
									Operating Income and Operating Margin as Reported (GAAP)
	Operating Income (GAAP)		Pension Settlement Charge (1)		Operating Income		Operating Margin		Operating Income		Operating Margin		Increase (Decrease)
	(in millions of U.S. dollars)
Communications, Media & Technology	$	628	$	13	$	641	14	%	$	558	13	%	$	83
Financial Services	792		13		805		16		726		15		79
Health & Public Service	568		12		580		14		538		14		42
Products	817		16		833		15		706		13		126
Resources	537		11		548		15		693		18		(145		)
Total	$	3,342	$	64	$	3,407	14.7	%	$	3,221	14.5	%	$	185

_______________

Amounts in table may not total due to rounding.


(1)	Represents non-cash pension settlement charge related to lump sum cash payment from plan assets offered to eligible former employees.

We estimate that the aggregate percentage impact of foreign currency exchange rates on our Operating income during the nine months ended May 31, 2015 was similar to that disclosed for Net revenue. In addition, during the third quarter of fiscal 2015, each operating group recorded a portion of the $64 million pension settlement charge. The commentary below provides insight into other factors affecting operating group performance and operating margin for the nine months ended May 31, 2015, exclusive of the pension settlement charge, compared with the nine months ended May 31, 2014:


•	Communications, Media & Technology operating income increased primarily due to revenue growth and lower sales and marketing costs as a percentage of net revenues.

• Financial Services operating income increased primarily due to consulting revenue growth, lower sales and marketing costs as a percentage of net revenues and ~~higher~~improved contract profitability.

• Health & Public Service operating income increased due to outsourcing revenue growth ~~and lower sales and marketing costs as a percentage of net revenues~~.

~~• Products operating income increased due to higher contract profitability, revenue growth and lower sales and marketing costs as a percentage of net revenues.~~25

•Table ~~Resources~~of ~~operating income decreased due to a decline in consulting revenue and lower consulting contract profitability.~~Contents


•	Products operating income increased due to higher contract profitability, consulting revenue growth and lower sales and marketing costs as a percentage of net revenues.


•	Resources operating income decreased due to lower consulting contract profitability.

Other Expense, net

Other expense, net for the ~~six~~nine months ended ~~February~~May 2831, 2015 increased $97 million over the ~~six~~nine months ended ~~February~~May 2831, 2014, primarily due to losses incurred on the devaluation of the Venezuelan Bolivar Fuerte.

Provision for Income Taxes

The effective tax rate for the ~~six~~nine months ended ~~February~~May 2831, 2015 was 25.63%, compared with 24.67% for the ~~six~~nine months ended ~~February~~May 2831, 2014. Absent the tax impact of the $64 million pension settlement charge recorded during the third quarter of fiscal 2015, the effective tax rate for the nine months ended May 31, 2015 would have been 25.6%. The higher effective tax rate for the ~~six~~nine months ended ~~February~~May 2831, 2015 is primarily due to expenses associated with an increase in deferred tax liabilities on undistributed U.S. earnings ~~and changes in the geographic distribution of earnings~~, partially offset by higher benefits ~~related~~from to final determinations of tax liabilities for prior years and changes in the geographic distribution of earnings. For additional information, see Note 1 (Basis of Presentation) to our Consolidated Financial Statements under Item 1, “Financial Statements.”

Our provision for income taxes is based on many factors and subject to volatility year to year. We expect the fiscal 2015 annual effective tax rate to be in the range of 26% to 27%. The fiscal 2014 annual effective tax rate was 26.1%.

Net Income

Net income for the ~~six~~nine months ended ~~February~~May 2831, 2015 increased $~~101~~70 million, or 73%, over the ~~six~~nine months ended ~~February~~May 2831, 2014. ~~The~~Absent ~~increase~~the ~~was~~impact of the pension settlement charge recorded during the third quarter of fiscal 2015, net income increased $109 million compared with the nine months ended May 31, 2014, primarily due to higher revenues and operating results, partially offset by a higher effective tax rate.

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Liquidity and Capital Resources

As of ~~February~~May 2831, 2015, Cash and cash equivalents was $4.10 billion, compared with $4.9 billion as of August 31, 2014.

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

	Six Months Ended February 28,
	Nine Months Ended May 31,
	2015			2014			Change
	(in millions of U.S. dollars)
Net cash provided by (used in):
Operating activities	$	12,~~174~~588		$	~~474~~1,837		$	~~701~~751
Investing activities	(~~251~~676		)	(~~743~~892		)	~~492~~216
Financing activities	(12,~~591~~594		)	(12,~~715~~581		)	~~123~~(13		)
Effect of exchange rate changes on cash and cash equivalents	(~~192~~213		)	3352			(~~224~~265		)
Net decrease in cash and cash equivalents	$	(~~860~~895	)	$	(1,~~952~~583	)	$	~~1,092~~688

_______________

Amounts in table may not total due to rounding.

Operating activities: The year-over-year improvement in operating cash flow is due to higher net income and changes in operating assets and liabilities, including lower spending on certain compensation payments and higher collections on net client balances (receivables from clients, current and non-current unbilled services and deferred revenues).

Investing activities: The $~~492~~216 million decrease in cash used was primarily due to lower spending on business acquisitions. For additional information, see Note 3 (Business Combinations) to our Consolidated Financial Statements under Item 1, “Financial Statements.”

Financing activities: The $~~123~~13 million ~~decrease~~increase in cash used was primarily due to ~~decreased~~an ~~purchases~~increase ofin ~~shares~~cash dividends paid, partially offset by andecreased ~~increase~~purchases inof ~~cash dividends paid~~shares. For additional information, see Note 5 (Material Transactions Affecting Shareholders’ Equity) to our Consolidated Financial Statements under Item 1, “Financial Statements.”

We believe that our available cash balances and the cash flows expected to be generated 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.

Substantially all of our cash is held in jurisdictions where there are no regulatory restrictions or material tax effects on the free flow of funds. Domestic cash inflows for our Irish parent, principally dividend distributions from lower-tier subsidiaries, have been sufficient to meet our historic cash requirements and we expect this to continue into the future.

Borrowing Facilities

As of ~~February~~May 2831, 2015, we had the following borrowing facilities, including the issuance of letters of credit, to support general working capital purposes:

	FacilityAmount		BorrowingsUnderFacilities
	(in millions of U.S. dollars)
Syndicated loan facility	$	1,000	$	—
Separate, uncommitted, unsecured multicurrency revolving credit facilities	~~535~~529		—
Local guaranteed and non-guaranteed lines of credit	~~145~~141		—
Total	$	1,~~680~~670	$	—

Under the borrowing facilities described above, we had an aggregate of $~~158~~159 million of letters of credit outstanding as of ~~February~~May 2831, 2015.

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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 members of Accenture Leadership and their permitted transferees. As of ~~February~~May 2831, 2015, Accenture’s and our aggregate available authorization was $3,~~655~~153 million for Accenture’s publicly announced open-market share purchase and these other share purchase programs.

Our share purchase activity during the ~~six~~nine months ended ~~February~~May 2831, 2015 was as follows:

	Accenture SCA Class ICommon Shares and Accenture Canada Holdings Inc.Exchangeable Shares
	Shares	Amount
		(in millions of U.S. dollars)
Accenture SCA Class I common shares	~~805~~1,~~941~~363,038	$	69122
Accenture Canada Holdings Inc. exchangeable shares	~~137~~168,~~501~~309	1215
Total	~~943~~1,~~442~~531,347	$	81137

Accenture and we intend to continue to use a significant portion of cash generated from operations for share repurchases during the remainder of fiscal 2015. The number of shares ultimately repurchased under Accenture’s open-market share purchase program may vary depending on numerous factors, including, without limitation, share price and other market conditions, Accenture’s and our ongoing capital allocation planning, the levels of cash and debt balances, other demands for cash, such as acquisition activity, general economic and/or business conditions, and board and management discretion. Additionally, as these factors may change over the course of the year, the amount of share repurchase activity during any particular period cannot be predicted and may fluctuate from time to time. Share repurchases may be made from time to time through open-market purchases, in respect of purchases and redemptions of Accenture SCA Class I common shares and Accenture Canada Holdings Inc. exchangeable shares, through the use of Rule 10b5-1 plans and/or by other means. The repurchase program may be accelerated, suspended, delayed or discontinued at any time, without notice.

Other Share Redemptions

During the ~~six~~nine months ended ~~February~~May 2831, 2015, Accenture issued ~~764~~1,~~807~~111,246 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 its 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 current and former members of Accenture Leadership and their permitted transferees.

For a complete description of all share purchase and redemption activity for the ~~second~~third quarter of fiscal 2015, 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.

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 78 (Commitments and Contingencies) to our Consolidated Financial Statements under Item 1, “Financial Statements.”

New Accounting Pronouncement

On May 28, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, which will replace most existing revenue recognition guidance in U.S. GAAP. The core principle of the ASU is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. The ASU requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. The ASU ~~will~~is expected to be effective for us beginning September 1, ~~2017~~2018, including interim periods in our fiscal year ~~2018~~2019, and allows for both retrospective and prospective methods of adoption. We are in the process of determining the method of adoption and assessing the impact of this ASU on our Consolidated Financial Statements.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

During the ~~six~~nine months ended ~~February~~May 2831, 2015, there were no material changes to the information on market risk exposure disclosed in our Annual Report on Form 10-K for the year ended August 31, 2014. For a discussion of our market risk associated with foreign currency risk, interest rate risk and equity price risk as of August 31, 2014, 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, 2014.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of the principal executive officer and the principal financial officer of Accenture, the general partner of Accenture SCA, has evaluated 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 principal executive officer and the principal 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 ~~second~~third quarter of fiscal 2015 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

The information set forth under “Legal Contingencies” in Note 78 (Commitments and Contingencies) to our Consolidated Financial Statements under Part I, Item 1, “Financial Statements,” is incorporated herein by reference.

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, 2014. There have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended August 31, 2014.

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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 purchases and redemptions by us of Accenture SCA Class I common shares and Accenture Canada Holdings Inc. exchangeable shares for cash during the ~~second~~third quarter of fiscal 2015.

Period	Total Numberof SharesPurchased (1)	AveragePrice Paidper Share (2)		Total Number ofShares Purchased asPart of PubliclyAnnounced Plans orPrograms	Approximate Dollar Valueof Shares that May Yet BePurchased Under the Plans or Programs (3)
Accenture SCA
December 1, 2014 — December 31, 2014
March 1, 2015 — March 31, 2015
Class I common shares	~~182~~77,~~876~~085	$	9094.8027	—	—
January 1, 2015 — January 31, 2015
April 1, 2015 — April 30, 2015
Class I common shares	~~121~~226,~~910~~153	$	8894.3548	—	—
February 1, 2015 — February 28, 2015
May 1, 2015 — May 31, 2015
Class I common shares	~~156~~253,~~894~~859	$	8795.7223	—	—
Total
Class I common shares	~~461~~557,~~680~~097	$	8994.1079	—	—
Accenture Canada Holdings Inc.
December 1, 2014 — December 31, 2014
March 1, 2015 — March 31, 2015
Exchangeable shares	3,000	$	94.02	—	—
April 1, 2015 — April 30, 2015
Exchangeable shares	27,808	$	95.41	—	—
May 1, 2015 — May 31, 2015
Exchangeable shares	—	$	—	—	—
January 1, 2015 — January 31, 2015
Exchangeable shares	26,563	$	88.89	—	—
February 1, 2015 — February 28, 2015
Exchangeable shares	71,359	$	88.26	—	—
Total
Exchangeable shares	9730,~~922~~808	$	8895.4327	—	—

_______________

(1) During the ~~second~~third quarter of fiscal 2015, we acquired a total of ~~461~~557,~~680~~097 Accenture SCA Class I common shares and 9730,~~922~~808 Accenture Canada Holdings Inc. exchangeable shares from current and former members of Accenture Leadership and their permitted transferees by means of purchase or redemption for cash, or employee forfeiture, as applicable. In addition, during the ~~second~~third quarter of fiscal 2015, Accenture issued ~~233~~346,~~796~~439 Accenture plc Class A ordinary shares upon redemptions of an equivalent number of Accenture SCA Class I common shares pursuant to a registration statement.


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

(3) As of ~~February~~May 2831, 2015, Accenture’s and our aggregate available authorization for share purchases and redemptions was $3,~~655~~153 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. Since August 2001 and as of ~~February~~May 2831, 2015, the Board of Directors of Accenture plc has authorized an aggregate of $25.1 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

During the ~~second~~third quarter of fiscal 2015, we issued an aggregate of 42,~~468~~363,~~833~~134 Accenture SCA Class I common shares to Accenture in connection with transactions related to 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 issued 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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Purchases and Redemptions of Accenture plc Class A Ordinary Shares and Class X Ordinary Shares

The following table provides additional information relating to the purchases by Accenture of Accenture plc Class A ordinary shares and redemptions of Accenture plc Class X ordinary shares during the ~~second~~third quarter of fiscal 2015. 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 Numberof SharesPurchased	AveragePrice Paidper Share (1)		Total Number ofShares Purchased asPart of PubliclyAnnounced Plans orPrograms (2)	Approximate Dollar Valueof Shares that May Yet BePurchased Under the Plans or Programs (3)
					(in millions of U.S. dollars)
December 1, 2014 — December 31, 2014
March 1, 2015 — March 31, 2015
Class A ordinary shares	2,~~202~~010,~~877~~601	$	8690.8712	1,~~641~~997,~~613~~585	$	3,~~985~~468
Class X ordinary shares	50102,~~750~~992	$	0.0000225	—	—
January 1, 2015 — January 31, 2015
April 1, 2015 — April 30, 2015
Class A ordinary shares	21,~~318~~491,~~474~~846	$	8794.8003	1,~~709~~450,~~385~~645	$	3,~~822~~307
Class X ordinary shares	~~119~~234,~~026~~032	$	0.0000225	—	—
February 1, 2015 — February 28, 2015
May 1, 2015 — May 31, 2015
Class A ordinary shares	1,~~765~~474,~~866~~557	$	8895.2959	1,~~654~~356,~~259~~538	$	3,~~655~~153
Class X ordinary shares	~~176~~262,~~938~~109	$	0.0000225	—	—
Total
Class A ordinary shares (4)	64,~~287~~977,~~217~~004	$	8792.6191	54,~~005~~804,~~257~~768
Class X ordinary shares (5)	~~346~~599,~~714~~133	$	0.0000225	—

_______________


(1)	Average price paid per share reflects the total cash outlay for the period, divided by the number of shares acquired, including those acquired by purchase or redemption for cash and any acquired by means of employee 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 ~~second~~third quarter of fiscal 2015, Accenture purchased 54,~~005~~804,~~257~~768 Accenture plc Class A ordinary shares under this program for an aggregate price of $~~439~~446 million. The open-market purchase program does not have an expiration date.

(4) During the ~~second~~third quarter of fiscal 2015, Accenture purchased 1172,~~281,960~~236 Accenture plc Class A ordinary shares in transactions unrelated to publicly announced share plans or programs. These transactions consisted of acquisitions of Accenture plc Class A ordinary shares primarily via share withholding for payroll tax obligations due from employees and former employees in connection with the delivery of Accenture plc Class A ordinary shares under Accenture’s various employee equity share plans. These purchases of shares in connection with employee share plans do not affect our aggregate available authorization for Accenture’s and our publicly announced open-market share purchase and the other share purchase programs.


(5)	Accenture plc Class X ordinary shares are redeemable at their par value of $0.0000225 per share.

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ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

(a) None.

(b) None.

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ITEM 6. EXHIBITS

Exhibit Index:

ExhibitNumber		Exhibit
2.1		Common Draft Terms of Merger by and between Accenture Holdings plc and Accenture SCA, dated May 18, 2015 (incorporated by reference to Exhibit 2.1 to Accenture SCA’s 8-K filed on May 18, 2015)
3.1		Form of Articles of Association of Accenture SCA, updated as of November 15, 2010 (incorporated by reference to Exhibit 10.1 to the November 30, 2010 Accenture plc 10-Q)
3.2		Amended and Restated Memorandum and Articles of Association of Accenture plc (incorporated by reference to Exhibit 3.1 to Accenture plc’s 8-K filed on February 9, 2012)
10.1*		Form of Key Executive Performance-Based Award Restricted Share Unit Agreement pursuant to the Amended and Restated Accenture plc 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.2 to the February 28, 2015 Accenture plc 10-Q)
31.1		Certification of the Chief Executive Officer of Accenture plc, the general partner of Accenture SCA, 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 (filed herewith)
10.2*		Form of Accenture Leadership Performance Equity Award Restricted Share Unit Agreement pursuant to the Amended and Restated Accenture plc 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.3 to the February 28, 2015 Accenture plc 10-Q)
31.2		Certification of the Chief Financial Officer of Accenture plc, the general partner of Accenture SCA, 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 (filed herewith)
10.3*		Form of Voluntary Equity Investment Program Matching Grant Restricted Share Unit Agreement pursuant to the Amended and Restated Accenture plc 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.4 to the February 28, 2015 Accenture plc 10-Q)
32.1		Certification of the Chief Executive Officer of Accenture plc, the general partner of Accenture SCA, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
10.4*		Form of Restricted Share Unit Agreement for director grants pursuant to the Amended and Restated Accenture plc 2010 Share Incentive Plan (incorporated by reference to Exhibit 10.5 to the February 28, 2015 Accenture plc 10-Q)
32.2		Certification of the Chief Financial Officer of Accenture plc, the general partner of Accenture SCA, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
31.1		Certification of the Chief Executive Officer of Accenture plc, the general partner of Accenture SCA, 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
101		The following financial information from Accenture SCA’s Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of May 31, 2015 (Unaudited) and August 31, 2014, (ii) Consolidated Income Statements (Unaudited) for the three and nine months ended May 31, 2015 and 2014, (iii) Consolidated Statements of Comprehensive Income (Unaudited) for the three and nine months ended May 31, 2015 and 2014, (iv) Consolidated Shareholders’ Equity Statement (Unaudited) for the nine months ended May 31, 2015, (v) Consolidated Cash Flows Statements (Unaudited) for the nine months ended May 31, 2015 and 2014 and (vi) the Notes to Consolidated Financial Statements (Unaudited)
31.2		Certification of the Chief Financial Officer of Accenture plc, the general partner of Accenture SCA, 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 of Accenture plc, the general partner of Accenture SCA, 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 of Accenture plc, the general partner of Accenture SCA, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101		The following financial information from Accenture SCA’s Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of February 28, 2015 (Unaudited) and August 31, 2014, (ii) Consolidated Income Statements (Unaudited) for the three and six months ended February 28, 2015 and 2014, (iii) Consolidated Statements of Comprehensive Income (Unaudited) for the three and six months ended February 28, 2015 and 2014, (iv) Consolidated Shareholders’ Equity Statement (Unaudited) for the six months ended February 28, 2015, (v) Consolidated Cash Flows Statements (Unaudited) for the six months ended February 28, 2015 and 2014 and (vi) the Notes to Consolidated Financial Statements (Unaudited)

~~(*) Indicates management contract or compensatory plan or arrangement.~~33

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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: ~~March~~June 2625, 2015




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

	By:	/s/ David P. Rowland
	Name:	David P. Rowland
	Title:	Chief Financial Officer of Accenture plc, general partner of Accenture SCA
		(Principal Financial Officer and Authorized Signatory)

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