##### 



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 NOVEMBER 30, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROM  TO
 Commission File Number: 000-49713
 ACCENTURE SCA
 (Exact name of Registrant as specified in its charter)
 Luxembourg
(State or other jurisdiction of
incorporation or organization)
    
    98-0351796
(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)
 þ o
 o þ
 o þ




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##### 



ACCENTURE SCA
 INDEX
 PagePart I.
    
    Financial Information
    
    
    3Item 1.
    
    Financial Statements
    
    
    3Consolidated Balance Sheets as of November 30, 2005 (unaudited) and August 31, 2005
    
    
    3Consolidated Income Statements (unaudited) for the three months ended November 30, 2005 and 2004
    
    
    5Consolidated Shareholders Equity and Comprehensive Income Statements (unaudited) for the three months ended November 30, 2005
    
    
    6Consolidated Cash Flows Statements (unaudited) for the three months ended November 30, 2005 and 2004
    
    
    7Notes to Consolidated Financial Statements (unaudited)
    
    
    8Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    26Item 4.
    
    Controls and Procedures
    
    
    26Part II.
    
    Other Information
    
    
    26Item 1.
    
    Legal Proceedings
    
    
    26Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds; Issuer Purchases of Equity Securities
    
    
    27Item 3.
    
    Defaults upon Senior Securities
    
    
    29Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    29Item 5.
    
    Other Information
    
    
    29Item 6.
    
    Exhibits
    
    
    29Signatures
 2




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##### 



PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 ACCENTURE SCA
 
 CONSOLIDATED BALANCE SHEETS
 November 30, 2005 and August 31, 2005
(In thousands of U.S. dollars, except share and per share amounts)
 November 30, 2005
    
    
    August 31, 2005(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    1,685,997
    
    
    $
    2,483,990Short-term investments
    
    
    280,647
    
    
    
    463,460Receivables from clients, net of allowances of $47,986 and $40,821
    
    
    1,878,071
    
    
    
    1,752,937Unbilled services
    
    
    1,408,368
    
    
    
    1,353,676Deferred income taxes, net
    
    
    117,739
    
    
    
    121,386Other current assets
    
    
    477,037
    
    
    
    509,818Total current assets
    
    
    5,847,859
    
    
    
    6,685,267NON-CURRENT ASSETS:Unbilled services
    
    
    484,922
    
    
    
    472,430Investments
    
    
    209,417
    
    
    
    262,873Property and equipment, net of accumulated depreciation of $1,304,205 and $1,268,658
    
    
    694,452
    
    
    
    693,710Goodwill
    
    
    375,894
    
    
    
    378,488Deferred income taxes, net
    
    
    339,877
    
    
    
    291,033Other non-current assets
    
    
    170,759
    
    
    
    173,551Total non-current assets
    
    
    2,275,321
    
    
    
    2,272,085TOTAL ASSETS
    
    $
    8,123,180
    
    
    $
    8,957,352LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Short-term bank borrowings
    
    $
    3,482
    
    
    $
    13,681Current portion of long-term debt
    
    
    19,032
    
    
    
    17,391Accounts payable
    
    
    774,376
    
    
    
    807,317Deferred revenues
    
    
    1,295,793
    
    
    
    1,284,303Accrued payroll and related benefits
    
    
    1,315,420
    
    
    
    1,430,998Income taxes payable
    
    
    1,016,060
    
    
    
    831,399Deferred income taxes, net
    
    
    50,095
    
    
    
    42,609Other accrued liabilities
    
    
    447,303
    
    
    
    434,691Total current liabilities
    
    
    4,921,561
    
    
    
    4,862,389NON-CURRENT LIABILITIES:Long-term debt
    
    
    31,202
    
    
    
    44,116Retirement obligation
    
    
    755,603
    
    
    
    753,558Deferred income taxes, net
    
    
    6,543
    
    
    
    5,621Other non-current liabilities
    
    
    629,847
    
    
    
    613,795Total non-current liabilities
    
    
    1,423,195
    
    
    
    1,417,090MINORITY INTEREST
    
    
    62,246
    
    
    
    62,070SHAREHOLDERS EQUITY:Class I common shares, par value 1.25 euros per share, 10,000,000,000 shares
authorized, 275,264,267 and 316,573,074 issued and outstanding as of November 30, 2005 and August 31, 2005, respectively
    
    
    308,506
    
    
    
    354,835Class II common shares, par value 1.25 euros per share, 20,000,000,000 shares
authorized, 476,273,864 and 470,958,308 shares issued as of November 30, 2005 and
August 31, 2005, respectively
    
    
    537,048
    
    
    
    529,281Class III-A common shares, par value 1.25 euros per share, 5,000,000 shares
authorized, issued and outstanding
    
    
    5,435
    
    
    
    5,435Class III-B common shares, par value 1.25 euros per share, 5,000,000 shares
authorized, issued and outstanding
    
    
    5,435
    
    
    
    5,435Class III-C common shares, par value 1.25 euros per share, 10,000,000 shares
authorized, issued and outstanding
    
    
    10,870
    
    
    
    10,870Class III-D common shares, par value 1.25 euros per share, 10,000,000 shares
authorized, issued and outstanding
    
    
    10,870
    
    
    
    10,870Class III-E common shares, par value 1.25 euros per share, 15,000,000 shares
authorized, issued and outstanding
    
    
    16,304
    
    
    
    16,304Class III-F common shares, par value 1.25 euros per share, 15,000,000 shares
authorized, issued and outstanding
    
    
    16,304
    
    
    
    16,304Class III-G common shares, par value 1.25 euros per share, 20,000,000 shares
authorized, issued and outstanding
    
    
    21,739
    
    
    
    21,739Class III-H common shares, par value 1.25 euros per share, 25,000,000 shares
authorized, issued and outstanding
    
    
    27,174
    
    
    
    27,174Class III-I common shares, par value 1.25 euros per share, 5,000,000 shares
authorized, issued and outstanding
    
    
    5,435
    
    
    
    5,435Class III-J common shares, par value 1.25 euros per share, 5,000,000 shares
authorized, issued and outstanding
    
    
    5,435
    
    
    
    5,435Class III-K common shares, par value 1.25 euros per share, 16,050,000 shares
authorized, issued and outstanding
    
    
    18,074
    
    
    
    18,074Class III-L common shares, par value 1.25 euros per share, 5,025,720 shares
authorized, issued and outstanding
    
    
    5,540
    
    
    
    5,540
 3




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##### 



November 30, 2005
    
    
    August 31, 2005(Unaudited)Class III-M common shares, par value 1.25 euros per share, 68,626,707 shares
authorized, issued and outstanding
    
    
    78,398
    
    
    
    78,398Class III-N common shares, par value 1.25 euros per share, 12,747,835 shares
authorized, issued and outstanding
    
    
    18,301
    
    
    
    18,301Class III common shares, par value 1.25 euros per share, 9,782,549,738 shares
authorized, 484,510,978 and 437,270,118 issued as of November 30, 2005 and August
31, 2005, respectively
    
    
    545,468
    
    
    
    490,472Restricted share units (related to Accenture Ltd Class A common shares)
    
    
    387,620
    
    
    
    365,708Additional paid-in capital
    
    
    3,221,183
    
    
    
    3,017,187Treasury shares, at cost: Class II common, 5,315,556 and zero shares at November
30, 2005 and August 31, 2005, respectively; Class III common, 169,882,769 and
128,969,153 shares at November 30, 2005 and August 31, 2005, respectively
    
    
    (3,994,117
    )
    
    
    (3,027,009
    )Investment in Accenture Ltd shares, at cost, 10,799,033 and 2,353,924 shares at
November 30, 2005 and August 31, 2005, respectively
    
    
    (233,330
    )
    
    
    (58,314
    )Retained earnings
    
    
    954,566
    
    
    
    930,813Accumulated other comprehensive loss
    
    
    (256,080
    )
    
    
    (232,484
    )Total shareholders equity
    
    
    1,716,178
    
    
    
    2,615,803TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    8,123,180
    
    
    $
    8,957,352
  4




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##### 



ACCENTURE SCA
 CONSOLIDATED INCOME STATEMENTS
 For the Three Months Ended November 30, 2005 and 2004
(In thousands of U.S. dollars, except share amounts)
(Unaudited)
 2005
    
    
    2004REVENUES:Revenues before reimbursements
    
    $
    4,169,475
    
    
    $
    3,730,355Reimbursements
    
    
    373,541
    
    
    
    341,017Revenues
    
    
    4,543,016
    
    
    
    4,071,372OPERATING EXPENSES:Cost of services:Cost of services before reimbursable expenses
    
    
    2,849,167
    
    
    
    2,515,439Reimbursable expenses
    
    
    373,541
    
    
    
    341,017Cost of services
    
    
    3,222,708
    
    
    
    2,856,456Sales and marketing
    
    
    408,602
    
    
    
    358,943General and administrative costs
    
    
    393,766
    
    
    
    390,815Reorganization costs
    
    
    5,384
    
    
    
    7,008Total operating expenses
    
    
    4,030,460
    
    
    
    3,613,222OPERATING INCOME
    
    
    512,556
    
    
    
    458,150Gain on investments, net
    
    
    1,438
    
    
    
    14,540Interest income
    
    
    30,353
    
    
    
    20,121Interest expense
    
    
    (4,685
    )
    
    
    (6,316
    )Other expense
    
    
    (15,947
    )
    
    
    (2,327
    )INCOME BEFORE INCOME TAXES
    
    
    523,715
    
    
    
    484,168Provision for income taxes
    
    
    195,869
    
    
    
    164,617INCOME BEFORE MINORITY INTEREST
    
    
    327,846
    
    
    
    319,551Minority interest in Accenture Canada Holdings Inc.
    
    
    (1,593
    )
    
    
    (1,661
    )Minority
interest  other
    
    
    (2,770
    )
    
    
    (1,597
    )NET INCOME
    
    $
    323,483
    
    
    $
    316,293
  5




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##### 



ACCENTURE SCA
 CONSOLIDATED SHAREHOLDERS EQUITY AND COMPREHENSIVE INCOME STATEMENTS
 For the Three Months Ended November 30, 2005
(In thousands of U.S. dollars and in thousands of share amounts)
(Unaudited)
 Restricted ShareClass I Common
    
    
    Class II Common
    
    
    Class III Common
    
    
    Units (Related to
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Investment in
    
    
    
    
    
    
    AccumulatedShares
    
    
    Shares
    
    
    Shares
    
    
    Accenture Ltd
    
    
    Additional
    
    
    Treasury Shares
    
    
    Accenture Ltd
    
    
    
    
    
    
    OtherNo.
    
    
    
    
    
    
    No.
    
    
    
    
    
    
    No.
    
    
    Class A Common
    
    
    Paid-in
    
    
    
    
    
    
    No.
    
    
    
    
    
    
    No.
    
    
    Retained
    
    
    Comprehensive$
    
    
    Shares
    
    
    $
    
    
    Shares
    
    
    $
    
    
    Shares
    
    
    Shares)
    
    
    Capital
    
    
    $
    
    
    Shares
    
    
    $
    
    
    Shares
    
    
    Earnings
    
    
    Loss
    
    
    TotalBalance at August 31, 2005
    
    $
    354,835
    
    
    
    316,573
    
    
    $
    529,281
    
    
    
    470,958
    
    
    $
    735,786
    
    
    
    654,721
    
    
    $
    365,708
    
    
    $
    3,017,187
    
    
    $
    (3,027,009
    )
    
    
    (128,969
    )
    
    $
    (58,314
    )
    
    
    (2,353
    )
    
    $
    930,813
    
    
    $
    (232,484
    )
    
    $
    2,615,803Comprehensive
income
Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    323,483
    
    
    
    
    
    
    
    323,483Other comprehensive loss:Unrealized losses on marketable securities, net
of reclassification adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,604
    )
    
    
    (1,604
    )Foreign currency translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21,992
    )
    
    
    (21,992
    )Other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (23,596
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    299,887Income tax benefit on stock-based compensation plans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,094
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,094Issuance and purchase of Class II and III common
shares
    
    
    
    
    
    
    
    
    
    
    7,767
    
    
    
    5,316
    
    
    
    8,667
    
    
    
    5,932
    
    
    
    
    
    
    
    155,369
    
    
    
    (171,803
    )
    
    
    (11,248
    )
    
    
    
    
    
    
    
    
    
    
    (171,696
    )
    
    
    
    
    
    
    (171,696
    )Purchases of Accenture Ltd Class A common shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,352
    )
    
    
    
    
    
    
    
    
    
    
    (232,109
    )
    
    
    (10,733
    )
    
    
    
    
    
    
    
    
    
    
    (236,461
    )Transfer of shares from investment in Accenture Ltd
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    57,093
    
    
    
    2,287
    
    
    
    
    
    
    
    
    
    
    
    57,093Stock-based compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,245
    
    
    
    28,749
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    48,994Purchases/redemptions of Accenture SCA Class I
common shares
    
    
    (46,329
    )
    
    
    (41,309
    )
    
    
    
    
    
    
    
    
    
    
    46,329
    
    
    
    41,309
    
    
    
    
    
    
    
    
    
    
    
    (916,083
    )
    
    
    (41,309
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (916,083
    )Purchases/redemptions of Accenture SCA
Class III common shares and Accenture Canada Holdings Inc.
exchangeable shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    568
    
    
    
    (58,379
    )
    
    
    (2,286
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (57,811
    )Issuances of Class A common shares:Employee share purchase plan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    68,448
    
    
    
    3,355
    
    
    
    
    
    
    
    
    
    
    
    8,420
    
    
    
    
    
    
    
    76,868Employee stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,203
    
    
    
    4,744
    
    
    
    
    
    
    
    
    
    
    
    (28,004
    )
    
    
    
    
    
    
    72,199Restricted share units
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,186
    )
    
    
    
    
    
    
    10,506
    
    
    
    515
    
    
    
    
    
    
    
    
    
    
    
    1,680
    
    
    
    
    
    
    
    Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,853
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (110,130
    )
    
    
    
    
    
    
    (96,277
    )Minority interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,568
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,568Balance at November 30, 2005
    
    $
    308,506
    
    
    
    275,264
    
    
    $
    537,048
    
    
    
    476,274
    
    
    $
    790,782
    
    
    
    701,962
    
    
    $
    387,620
    
    
    $
    3,221,183
    
    
    $
    (3,994,117
    )
    
    
    (175,198
    )
    
    $
    (233,330
    )
    
    
    (10,799
    )
    
    $
    954,566
    
    
    $
    (256,080
    )
    
    $
    1,716,178
  6




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##### 



ACCENTURE SCA
 CONSOLIDATED CASH FLOWS STATEMENTS
 For the Three Months Ended November 30, 2005 and 2004
(In thousands of U.S. dollars)
(Unaudited)
 2005
    
    
    2004CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    323,483
    
    
    $
    316,293Adjustments to reconcile net income to net cash provided by operating activities 
Depreciation and amortization (including amortization of deferred charges)
    
    
    79,271
    
    
    
    52,935Reorganization costs
    
    
    5,384
    
    
    
    7,008Gains on investments, net
    
    
    (1,438
    )
    
    
    (14,540
    )(Gains) losses on disposal of property and equipment, net
    
    
    (98
    )
    
    
    1,791Stock-based compensation expense
    
    
    50,832
    
    
    
    18,072Deferred income taxes, net
    
    
    (39,310
    )
    
    
    (2,036
    )Minority interest
    
    
    4,363
    
    
    
    3,258Other items, net
    
    
    7,477
    
    
    
    4,927Change in
assets and liabilities 
Receivables from clients, net
    
    
    (173,243
    )
    
    
    (73,755
    )Other current assets
    
    
    28,944
    
    
    
    (39,438
    )Unbilled services, current and non-current
    
    
    (116,159
    )
    
    
    (408,733
    )Other non-current assets
    
    
    (9,423
    )
    
    
    (9,178
    )Accounts payable
    
    
    (6,147
    )
    
    
    174,868Deferred revenues
    
    
    55,891
    
    
    
    (87,347
    )Accrued payroll and related benefits
    
    
    (91,696
    )
    
    
    (165,480
    )Income taxes payable
    
    
    193,572
    
    
    
    99,372Other accrued liabilities
    
    
    13,491
    
    
    
    5,870Other non-current liabilities
    
    
    43,187
    
    
    
    55,230Net cash provided by (used in) operating activities
    
    
    368,381
    
    
    
    (60,883
    )CASH FLOWS FROM INVESTING ACTIVITIES:Proceeds from maturities and sales of available-for-sale investments
    
    
    252,865
    
    
    
    169,567Purchases of available-for-sale investments
    
    
    (14,242
    )
    
    
    (507,596
    )Proceeds from sales of property and equipment
    
    
    1,400
    
    
    
    959Purchases of property and equipment
    
    
    (77,956
    )
    
    
    (54,897
    )Purchases of businesses and investments, net of cash acquired
    
    
    (5,127
    )
    
    
    Net cash provided by (used in) investing activities
    
    
    156,940
    
    
    
    (391,967
    )CASH FLOWS FROM FINANCING ACTIVITIES:Payment of retirement benefits to former pre-incorporation partners
    
    
    (4,363
    )
    
    
    (2,284
    )Proceeds from issuance of common shares
    
    
    149,067
    
    
    
    105,223Purchases of common shares
    
    
    (1,324,958
    )
    
    
    (39,129
    )Proceeds from issuance of long-term debt
    
    
    7,617
    
    
    
    499Repayments of long-term debt
    
    
    (16,989
    )
    
    
    (1,197
    )Proceeds from issuance of short-term bank borrowings
    
    
    5,889
    
    
    
    17,217Repayments of short-term bank borrowings
    
    
    (16,220
    )
    
    
    (11,427
    )Cash dividends paid
    
    
    (96,277
    )
    
    
    Excess tax benefits from share-based payment arrangements
    
    
    18,094
    
    
    
    Net cash (used in) provided by financing activities
    
    
    (1,278,140
    )
    
    
    68,902Effect of exchange rate changes on cash and cash equivalents
    
    
    (45,174
    )
    
    
    104,512NET DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (797,993
    )
    
    
    (279,436
    )CASH AND CASH EQUIVALENTS,beginning of period
    
    
    2,483,990
    
    
    
    2,552,958CASH AND CASH EQUIVALENTS,end of period
    
    $
    1,685,997
    
    
    $
    2,273,522
  7




---



##### 



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
   2. STOCK-BASED COMPENSATION
 Share-Based Payment Accounting for Stock-Based Compensation Accounting for Stock
Issued to Employees
  For the Three MonthsEnded November 30, 2005UnderAs Reported
    
    
    APB No. 25Income before income taxes
    
    $
    523,715
    
    
    $
    554,362Income before minority interest
    
    
    327,846
    
    
    
    348,716Net income
    
    
    323,483
    
    
    
    344,251Cash flows from operating activities
    
    
    368,381
    
    
    
    386,475Cash flows from financing activities
    
    
    (1,278,140
    )
    
    
    (1,296,234
    )
  8




---



##### 



ACCENTURE SCA
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
(Unaudited)
  November 30,2004Net income as reported
    
    $
    316,293Add: Stock-based compensation expense already included in
net income as reported, net of tax and minority interest
    
    
    16,735Deduct: Pro forma employee compensation cost related to
stock options, restricted share units and employee share
purchase plan, net of tax and minority interest
    
    
    (38,692
    )Subtotal
    
    
    (21,957
    )Pro forma net income
    
    $
    294,336
 Share Incentive Plan
    For the Three MonthsEnded November 30,2005
    
    2004Total share-based compensation expense included in Net income
    
    $
    50,832
    
    
    $
    18,072Income tax benefit related to share-based compensation included in Net income
    
    $
    16,283
    
    
    $
    1,725
 Stock Options
  Weighted AverageWeighted
    
    
    Remaining
    
    
    AggregateNumber of
    
    
    Average
    
    
    Contractual Term
    
    
    IntrinsicOptions
    
    
    Exercise Price
    
    
    (in years)
    
    
    ValueOptions outstanding at August 31, 2005
    
    
    73,848,900
    
    
    $
    18.27Granted
    
    
    331,121
    
    
    
    25.65Exercised
    
    
    (4,743,925
    )
    
    
    15.22Expired or Cancelled
    
    
    (168,881
    )
    
    
    20.60Forfeited
    
    
    (381,666
    )
    
    
    22.49Options outstanding at November 30, 2005
    
    
    68,885,549
    
    
    
    18.49
    
    
    
    6.9
    
    
    $
    681,607Options exercisable at November 30, 2005
    
    
    47,550,486
    
    
    $
    16.48
    
    
    
    6.2
    
    
    $
    565,756
 9




---



##### 



ACCENTURE SCA
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
(Unaudited)
  For the Three Months EndedNovember 30,2005
    
    2004Weighted average grant-date fair value of stock options granted
    
    $
    10.76
    
    
    $
    11.21Total fair value of stock options vested
    
    $
    378,112
    
    
    $
    269,380Total intrinsic value of stock options exercised
    
    $
    52,723
    
    
    $
    23,327
   For the Three Months Ended November 30,2005(1)
    
    2004Senior
    
    OtherSenior Executives
    
    Executives
    
    EmployeesExpected life (in years)
    
    
    7.3
    
    
    
    6.0
    
    
    
    5.0Risk-free interest rate
    
    
    4.04
    %
    
    
    4.02
    %
    
    
    3.52
    %Expected volatility
    
    
    37
    %
    
    
    41
    %
    
    
    41
    %Expected dividend yield
    
    
    1
    %
    
    
    0
    %
    
    
    0
    %
 
 (1)
    
    No stock options were granted to Other Employees during the three months ended
November 30, 2005.  Restricted Share Units
  10




---



##### 



ACCENTURE SCA
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
(Unaudited)
 Number of
    
    
    Weighted AverageRestricted
    
    
    Grant-Date FairShare Units
    
    
    ValueNonvested balance at August 31, 2005
    
    
    18,122,113
    
    
    $
    26.65Granted
    
    
    14,969,592
    
    
    
    24.95Vested
    
    
    (724,481
    )
    
    
    22.34Forfeited
    
    
    (280,667
    )
    
    
    20.27Nonvested balance at November 30, 2005
    
    
    32,086,557
    
    
    $
    23.25
  Employee Share Purchase Plan
  3. RESTRUCTURING AND REORGANIZATION (BENEFITS) COSTS
 Restructuring
   Three Months EndedNovember 30,2005
    
    
    2004Restructuring liability balance, beginning of period
    
    $
    69,919
    
    
    $
    102,761Payments made
    
    
    (6,012
    )
    
    
    (5,882
    )Other(1)
    
    
    446
    
    
    
    3,190Restructuring liability, end of period
    
    $
    64,353
    
    
    $
    100,069
 
 (1)
    
    Other represents foreign currency translation, imputed interest and immaterial changes in
lease estimates.  Reorganization
   11




---



##### 



ACCENTURE SCA
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
(Unaudited)
 Three Months EndedNovember 30,2005
    
    
    2004Reorganization liability balance, beginning of period
    
    $
    381,440
    
    
    $
    454,042Final determinations(1)
    
    
    (1,098
    )
    
    
    Changes in estimates
    
    
    
    
    
    
    Benefit recorded
    
    
    (1,098
    )
    
    
    Interest expense accrued
    
    
    6,482
    
    
    
    7,008Payments
    
    
    
    
    
    
    Expense, net of benefits, accrued interest and payments
    
    
    5,384
    
    
    
    7,008Foreign currency translation
    
    
    (8,706
    )
    
    
    41,428Reorganization liability, end of period
    
    $
    378,118
    
    
    $
    502,478
 
 (1)
    
    Includes final agreements with tax authorities and expirations of statutes of
limitations.  4. ACCUMULATED OTHER COMPREHENSIVE LOSS
  November 30,
    
    
    August 31,2005
    
    
    2005Foreign currency translation adjustments
    
    $
    (65,028
    )
    
    $
    (43,036
    )Unrealized losses on marketable securities, net of reclassification adjustments
    
    
    (3,823
    )
    
    
    (2,219
    )Minimum pension liability adjustments, net of tax
    
    
    (187,229
    )
    
    
    (187,229
    )Accumulated other comprehensive loss
    
    $
    (256,080
    )
    
    $
    (232,484
    )
  5. GOODWILL
  Foreign currencyBalance at
    
    
    Additions/
    
    
    translation
    
    
    Balance atAugust 31, 2005
    
    
    Adjustments
    
    
    adjustments
    
    
    November 30, 2005Communications & High Tech
    
    $
    73,086
    
    
    $
    181
    
    
    $
    (2,781
    )
    
    $
    70,486Financial Services
    
    
    51,569
    
    
    
    147
    
    
    
    (905
    )
    
    
    50,811Government
    
    
    24,933
    
    
    
    103
    
    
    
    (383
    )
    
    
    24,653Products
    
    
    196,937
    
    
    
    2,771
    
    
    
    (1,253
    )
    
    
    198,455Resources
    
    
    31,963
    
    
    
    112
    
    
    
    (586
    )
    
    
    31,489Total
    
    $
    378,488
    
    
    $
    3,314
    
    
    $
    (5,908
    )
    
    $
    375,894
 12




---



##### 



ACCENTURE SCA
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
(Unaudited)
 6. PROFIT SHARING AND RETIREMENT PLANS
  Pension BenefitsThree Months Ended November 30,2005
    
    
    2004Non-U.S.
    
    
    
    
    
    
    Non-U.S.Components of pension expense
    
    U.S. Plans
    
    
    Plans
    
    
    U.S. Plans
    
    
    PlansService cost
    
    $
    16,103
    
    
    $
    12,832
    
    
    $
    14,000
    
    
    $
    11,113Interest cost
    
    
    12,481
    
    
    
    5,287
    
    
    
    8,796
    
    
    
    4,219Expected return on plan assets
    
    
    (13,080
    )
    
    
    (4,865
    )
    
    
    (10,723
    )
    
    
    (3,283
    )Amortization of transitional obligation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    131Amortization of loss (gain)
    
    
    7,785
    
    
    
    466
    
    
    
    3,360
    
    
    
    (259
    )Amortization of prior service cost
    
    
    287
    
    
    
    385
    
    
    
    323
    
    
    
    284Special termination benefits charge
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    886Total
    
    $
    23,576
    
    
    $
    14,105
    
    
    $
    15,756
    
    
    $
    13,091
 Postretirement BenefitsThree Months Ended November 30,2005
    
    
    2004Non-U.S.
    
    
    
    
    
    
    Non-U.S.Components of postretirement expense
    
    U.S. Plans
    
    
    Plans
    
    
    U.S. Plans
    
    
    PlansService cost
    
    $
    2,524
    
    
    $
    518
    
    
    $
    1,772
    
    
    $
    450Interest cost
    
    
    1,538
    
    
    
    435
    
    
    
    1,384
    
    
    
    475Expected return on plan assets
    
    
    (355
    )
    
    
    
    
    
    
    (334
    )
    
    
    Amortization of transitional obligation
    
    
    20
    
    
    
    
    
    
    
    20
    
    
    
    Amortization of loss
    
    
    630
    
    
    
    55
    
    
    
    373
    
    
    
    22Amortization of prior service cost
    
    
    (200
    )
    
    
    (72
    )
    
    
    (200
    )
    
    
    Total
    
    $
    4,157
    
    
    $
    936
    
    
    $
    3,015
    
    
    $
    947
 7. MATERIAL TRANSACTIONS AFFECTING SHAREHOLDERS EQUITY
 Dividend
   13




---



##### 



ACCENTURE SCA
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
(Unaudited)
 Share Purchase Activity
  Shares
    
    
    AmountAvailable Authorization at August 31, 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1,121,113Purchases and redemptions(1)(2)(3)
    
    
    
    
    
    
    
    
    
    
    15,991,415
    
    
    
    (370,229
    )Additional Authorizations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Available Authorization at November 30, 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    750,884
 
 (1)
    
    Includes 5,386,063 Accenture SCA Class I common shares redeemed or purchased for a total cash
outlay of $141,564 and 27,371 Accenture Canada Holdings Inc. exchangeable shares purchased for
a total cash outlay of $720.(2)
    
    Includes 10,465,117 Accenture Ltd Class A common shares purchased by a subsidiary of the Company for an aggregate purchase
price of $225,000.(3)
    
    Includes 112,864 shares purchased through the RSU Sell-Back Program whereby Accenture offers
to purchase Accenture Ltd Class A common shares awarded to employees pursuant to restricted
share units issued in connection with its initial public offering for a total cash outlay of
$2,945.  
    
    On September 14, 2005, Accenture SCA and one of its subsidiaries made a tender offer
to Accenture SCA Class I common shareholders that resulted in the redemption and
purchase on October 14, 2005 of an aggregate of 35,922,744 Accenture SCA Class I common
shares at a price of $21.50 per share. The total cash outlay for this transaction was
$774,519 and was separately authorized by the Board of Directors of Accenture Ltd.
    
    As authorized under its various employee equity share plans, the Company acquired
162,118 Accenture Ltd Class A common shares via share withholding for payroll tax
obligations due from the Companys employees and former employees in connection with the delivery of
Accenture Ltd Class A common shares under those plans.
 Other
  8. COMMITMENTS AND CONTINGENCIES
 Guarantees
   14




---



##### 



ACCENTURE SCA
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(In thousands of U.S. Dollars, except share and per share amounts or as otherwise disclosed)
(Unaudited)
  Legal Contingencies
  9. SEGMENT REPORTING
 Disclosures about Segments of an Enterprise
and Related Information
   Three Months Ended November 30,2005
    
    
    2004Revenues before
    
    
    Operating
    
    
    Revenues before
    
    
    OperatingReimbursements
    
    
    Income
    
    
    Reimbursements
    
    
    IncomeCommunications & High
Tech
    
    $
    1,047,541
    
    
    $
    172,306
    
    
    $
    972,931
    
    
    $
    149,329Financial Services
    
    
    854,872
    
    
    
    81,603
    
    
    
    806,693
    
    
    
    95,426Government
    
    
    598,119
    
    
    
    61,622
    
    
    
    523,803
    
    
    
    46,267Products
    
    
    1,017,035
    
    
    
    117,733
    
    
    
    862,198
    
    
    
    85,868Resources
    
    
    650,286
    
    
    
    79,292
    
    
    
    564,392
    
    
    
    81,260Other
    
    
    1,622
    
    
    
    
    
    
    
    338
    
    
    
    Total
    
    $
    4,169,475
    
    
    $
    512,556
    
    
    $
    3,730,355
    
    
    $
    458,150
 15




---



##### 



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, 2005, 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, 2005.
 We use the terms Accenture, we, our Company, our and us in this report to refer to
Accenture SCA and its subsidiaries. All references to years, unless otherwise noted, refer to our
fiscal year, which ends on August 31. For example, a reference to fiscal 2005 or fiscal year
2005 means the 12-month period that ended on August 31, 2005. All references to quarters, unless
otherwise noted, refer to the quarters of our fiscal year.
 Disclosure Regarding Forward-Looking Statements
  
    
    Our results of operations are materially affected by economic and political conditions, levels of business activity and
rates of change in the industries we serve, as well as by the pace of technological change and the type and level of
technology spending by our clients.
    
    Our business will be negatively affected if we are not able to anticipate and keep pace with rapid changes in
technology or if growth in the use of technology in business is not as rapid as in the past.
    
    We may face damage to our professional reputation or legal liability if our clients are not satisfied with our services.
    
    Our contracts with clients may not be profitable or may be terminated by our clients on short notice.
    
    As our work with government clients increases, so does our exposure to various risks inherent in the government
contracting process.
    
    Our global operations involve many complex risks, some of which may be beyond our control.
    
    The consulting, technology and outsourcing markets are highly competitive and the pace of consolidation, as well as
vertical integration, among our competitors continues to increase. As a result, we may not be able to compete
effectively if we cannot efficiently respond to these developments in a timely manner.
    
    If we are unable to attract, retain and motivate employees, we will not be able to compete effectively and will not be
able to grow our business.
    
    Our profitability will suffer if we are not able to maintain our pricing and utilization rates and control our costs. A
continuation of current pricing pressures could result in permanent changes in pricing policies and delivery
capabilities.
    
    Our quarterly revenues, operating results and profitability will vary from quarter to quarter, which may result in
increased volatility of the share price of the Accenture Ltd Class A common shares, which, in turn, will affect the
current market value of Accenture SCAs Class I common shares.
 16




---



##### 




    
    We continue to achieve greater percentages of revenues and growth through outsourcing. This continued outsourcing
growth could result in higher concentrations of revenues and contributions to income from a smaller number of our
larger clients on customized outsourcing solutions or, in the case of our more-standardized business process
outsourcing services, from larger numbers of clients for whom we provide these more-standardized services. As our
outsourcing business continues to grow, we may continue to experience increased pressure on our overall margins,
particularly during the early stages of new outsourcing contracts.
    
    On certain complex contracts where we partner with third parties, our ability to perform may be adversely affected if
these third parties cannot deliver their contributions in a timely manner. Clients are increasingly demanding that we
guarantee the performance of these third parties, whom we do not control.
    
    We may be exposed to potential risks if we are unable to maintain effective internal controls.
    
    Tax legislation, future legislation and negative publicity related to Bermuda companies such as our parent, Accenture Ltd,
may lead to an increase in our tax burden or affect our relationships with our clients.
    
    Our services or solutions may infringe upon the intellectual property rights of others.
    
    We have only a limited ability to protect our intellectual property rights, which are important to our success.
    
    If our alliances do not succeed, we may not be successful in implementing our growth strategy.
    
    The share price of Accenture Ltd Class A common shares and, consequently, the market value of Accenture SCA Class I
common shares, may be adversely affected from time to time by sales, or the anticipation of future sales, of Class A
common shares held by our employees and former employees or received upon the redemption of Accenture SCA Class I
common shares.
    
    We may need additional capital in the future, and this capital may not be available to us. The raising of additional
capital may dilute shareholders ownership in Accenture Ltd.
    
    Accenture SCA is registered in Luxembourg, and a significant portion of our assets are located outside the United
States. As a result, it may not be possible for shareholders to enforce civil liability provisions of the Federal or
state securities laws of the United States.
    
    Luxembourg law differs from the laws in effect in the United States and may afford less protection to shareholders.
  Overview
     17




---



##### 



Share-Based Payment
    18




---



##### 



Bookings and Backlog
    Critical Accounting Policies and Estimates
  Revenues by Segment/Operating Group
  19




---



##### 



Percent of Total RevenuesPercent
    
    
    Before Reimbursements forThree Months Ended
    
    
    Percent
    
    
    Increase
    
    
    the Three Months EndedNovember 30,
    
    
    Increase
    
    
    Local
    
    
    November 30,2005
    
    
    2004
    
    
    US$
    
    
    Currency
    
    
    2005
    
    
    2004(in millions)OPERATING GROUPSCommunications & High Tech
    
    $
    1,047
    
    
    $
    973
    
    
    
    8
    %
    
    
    8
    %
    
    
    25
    %
    
    
    26
    %Financial Services
    
    
    855
    
    
    
    807
    
    
    
    6
    
    
    
    7
    
    
    
    21
    
    
    
    22Government
    
    
    598
    
    
    
    524
    
    
    
    14
    
    
    
    15
    
    
    
    14
    
    
    
    14Products
    
    
    1,017
    
    
    
    862
    
    
    
    18
    
    
    
    19
    
    
    
    24
    
    
    
    23Resources
    
    
    650
    
    
    
    564
    
    
    
    15
    
    
    
    14
    
    
    
    16
    
    
    
    15Other
    
    
    2
    
    
    
    
    
    
    
    n/m
    
    
    
    n/m
    
    
    
    
    
    
    
    TOTAL Revenues Before Reimbursements
    
    
    4,169
    
    
    
    3,730
    
    
    
    12
    
    
    
    12
    
    
    
    100
    %
    
    
    100
    %Reimbursements
    
    
    374
    
    
    
    341
    
    
    
    10TOTAL REVENUES
    
    $
    4,543
    
    
    $
    4,071
    
    
    
    12
    %GEOGRAPHYAmericas
    
    $
    1,855
    
    
    $
    1,554
    
    
    
    19
    %
    
    
    18
    %
    
    
    45
    %
    
    
    42
    %EMEA(1)
    
    
    2,011
    
    
    
    1,909
    
    
    
    5
    
    
    
    7
    
    
    
    48
    
    
    
    51Asia Pacific
    
    
    303
    
    
    
    267
    
    
    
    14
    
    
    
    13
    
    
    
    7
    
    
    
    7TOTAL Revenues Before Reimbursements
    
    
    4,169
    
    
    
    3,730
    
    
    
    12
    
    
    
    12
    
    
    
    100
    %
    
    
    100
    %Reimbursements
    
    
    374
    
    
    
    341
    
    
    
    10TOTAL REVENUES
    
    $
    4,543
    
    
    $
    4,071
    
    
    
    12
    %TYPE OF WORKConsulting
    
    $
    2,576
    
    
    $
    2,385
    
    
    
    8
    %
    
    
    9
    %
    
    
    62
    %
    
    
    64
    %Outsourcing
    
    
    1,593
    
    
    
    1,345
    
    
    
    18
    
    
    
    18
    
    
    
    38
    
    
    
    36TOTAL Revenues Before Reimbursements
    
    
    4,169
    
    
    
    3,730
    
    
    
    12
    
    
    
    12
    
    
    
    100
    %
    
    
    100
    %Reimbursements
    
    
    374
    
    
    
    341
    
    
    
    10TOTAL REVENUES
    
    $
    4,543
    
    
    $
    4,071
    
    
    
    12
    %
 
 n/m = not meaningful(1)
    
    EMEA includes Europe, the Middle East and Africa. Three Months Ended November 30, 2005 Compared to Three Months Ended November 30, 2004
 Revenues
    20




---



##### 



Operating Expenses
  Cost of Services
   Sales and Marketing
  21




---



##### 



General and Administrative Costs
  Reorganization Costs
  Operating Income
  Three Months Ended November 30,Increase (Decrease)Increase
    
    
    Adjustments
    
    
    Including2005
    
    
    2004
    
    
    (Decrease)
    
    
    (1)(2)
    
    
    Adjustments(2)(in millions)Communications & High Tech
    
    $
    172
    
    
    $
    149
    
    
    $
    23
    
    
    $
    (7
    )
    
    $
    30Financial Services
    
    
    82
    
    
    
    96
    
    
    
    (14
    )
    
    
    (7
    )
    
    
    (6
    )Government
    
    
    62
    
    
    
    46
    
    
    
    16
    
    
    
    (4
    )
    
    
    20Products
    
    
    118
    
    
    
    86
    
    
    
    32
    
    
    
    (7
    )
    
    
    39Resources
    
    
    79
    
    
    
    81
    
    
    
    (2
    )
    
    
    (5
    )
    
    
    3Total
    
    $
    513
    
    
    $
    458
    
    
    $
    55
    
    
    $
    (32
    )
    
    $
    86
 
 (1)
    
    Adjustments represent the estimated amounts that would have been incurred had we
expensed employee stock options and employee share purchase rights for the three months
ended November 30, 2004.(2)
    
    May not total due to rounding.  
    
    Communications & High Tech operating income increased primarily due to strong
revenue growth, as well as improvement in gross margins, particularly in consulting.
    
    Financial Services operating income decreased due to delivery
inefficiencies on a small number of contracts, as well as a temporary decline in staff
utilization and higher combined sales and marketing and general and
administrative costs.
    
    Government operating income increased, driven by strong growth in outsourcing
revenues and increased profitability on existing outsourcing contracts.
    
    Products operating income increased primarily due to strong revenue growth,
increased profitability on existing outsourcing contracts and improvements in consulting
margins.
    
    Resources operating income increased due to strong revenue growth, partially
offset by increased costs including annual, planned increases in payroll costs and a
temporary decline in staff utilization.
 22




---



##### 



Interest Income
  Other Expense
  Provision for Income Taxes
  Liquidity and Capital Resources
  
    
    take advantage of opportunities, including more rapid expansion;
    
    acquire complementary businesses or technologies;
    
    develop new services and solutions;
    
    respond to competitive pressures; or
    
    facilitate purchases, redemptions and exchanges of Accenture shares.
   Three Months Ended November 30,2005
    
    
    2004
    
    
    Change(in millions)Net cash provided by (used in):Operating activities
    
    $
    368
    
    
    $
    (61
    )
    
    $
    429Investing activities
    
    
    157
    
    
    
    (392
    )
    
    
    549Financing activities
    
    
    (1,278
    )
    
    
    69
    
    
    
    (1,347
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (45
    )
    
    
    105
    
    
    
    (150
    )Net decrease in cash and cash equivalents
    
    $
    (798
    )
    
    $
    (279
    )
    
    $
    (519
    )
 Operating Activities.
 23




---



##### 



Investing Activities.
 Financing Activities.
 Borrowing Facilities
  FacilityAmount(in millions)Syndicated loan facility
    
    $
    1,500Separate bilateral, uncommitted, unsecured multicurrency revolving credit facilities
    
    
    250Local guaranteed and non-guaranteed lines of credit
    
    
    117Total
    
    $
    1,867
   Client Financing
  November 30,
    
    
    August 31,2005
    
    
    2005(in millions, except number of clients)Number of clients
    
    
    26
    
    
    
    29Client financing included in Current unbilled services
    
    $
    224
    
    
    $
    262Client financing included in Non-current unbilled services
    
    
    485
    
    
    
    472Total client financing
    
    $
    709
    
    
    $
    734
 Share Purchases and Redemptions
  Senior Executive Trading Policy and Practices
  24




---



##### 



Discounted
Share Purchases and Redemptions
   Off-Balance Sheet Arrangements
  25




---



##### 



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
  
 PART
II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
    26




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##### 



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS; ISSUER PURCHASES OF EQUITY
SECURITIES
 Purchases and redemptions of Accenture SCA Class I common shares and Accenture Canada Holdings Inc.
exchangeable shares
  Approximate Dollar ValueTotal Number of Shares
    
    
    of Shares that May Yet BePurchased as Part of
    
    
    Purchased Under PubliclyTotal Number of
    
    
    Average Price
    
    
    Publicly Announced
    
    
    Announced Plans orPeriod
    
    Shares Purchased(1)
    
    
    Paid per Share
    
    
    Plans or Programs
    
    
    Programs(in thousands, except share and per share amounts)Accenture SCASeptember 1, 2005  September 30, 2005Class I common shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    October 1,
2005  October 31, 2005Class I common shares
    
    
    37,962,932
    
    
    $
    21.80
    
    
    
    
    
    
    
    November 1,
2005  November 30, 2005Class I common shares
    
    
    3,345,875
    
    
    $
    26.40
    
    
    
    
    
    
    
    TotalClass I common shares(2)(3)
    
    
    41,308,807
    
    
    $
    22.18
    
    
    
    
    
    
    
    Accenture Canada Holdings Inc.September 1,
2005  September 30, 2005Exchangeable shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    October 1,
2005  October 31, 2005Exchangeable shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    November 1,
2005  November 30, 2005Exchangeable shares
    
    
    27,371
    
    
    $
    26.32
    
    
    
    
    
    
    
    TotalExchangeable shares(3)
    
    
    27,371
    
    
    $
    26.32
    
    
    
    
    
    
    
    
 
 (1)
    
    To date, the Board of Directors of Accenture Ltd has authorized an aggregate of $3.2 billion
for purchases and redemptions of shares from our current and former senior executives and their
permitted transferees under our Senior Executive Trading policy and our prior Share Management
Program. At November 30, 2005, an aggregate of $629 million remained available for these
purchases and redemptions. These amounts do not include an additional $800 million
specifically authorized to effect the October 14, 2005 issuer tender offer described in
footnote 2 below.(2)
    
    On September 14, 2005, Accenture SCA and one of its subsidiaries made a tender offer to
Accenture SCA Class I common shareholders that resulted in the redemption and purchase on
October 14, 2005 of an aggregate of 35,922,744 Accenture SCA Class I common shares at a price
of $21.50 per share. The Board of Directors of Accenture Ltd approved up to $800 million in
funding for this tender offer. This transaction was unrelated to our publicly announced share
plans or programs.(3)
    
    During the first quarter of fiscal 2006, a subsidiary of
Accenture SCA redeemed and purchased, in accordance with
Accenture SCAs Articles of Association, a total of 5,386,063 Accenture SCA Class I common
shares and 27,371 Accenture Canada Holdings Inc. exchangeable shares
from current and former
senior executives and their permitted transferees. Purchases and redemptions of Accenture SCA Class II and Class III common shares
 
    27




---



##### 



Purchases and redemptions of Accenture Ltd Class A and Class X common shares
  Approximate DollarValue of Shares thatTotal Number of Shares
    
    
    May Yet Be PurchasedPurchased as Part of
    
    
    Under PubliclyTotal Number of
    
    
    Average Price
    
    
    Publicly Announced
    
    
    Announced Plans orPeriod
    
    Shares Purchased
    
    
    Paid per Share
    
    
    Plans or Programs(1)(2)
    
    
    Programs(in thousands, except share and per share amounts)September 1, 2005  September 30, 2005Class A common shares
    
    
    158,131
    
    
    $
    25.10
    
    
    
    
    
    
    $
    706,286Class X common shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    October 1, 2005  October 31, 2005Class A common shares
    
    
    61,000
    
    
    $
    25.82
    
    
    
    57,522
    
    
    $
    704,799Class X common shares
    
    
    34,237,205
    
    
    $
    0.0000225
    
    
    
    
    
    
    
    November 1, 2005  November 30, 2005Class A common shares
    
    
    10,689,921
    
    
    $
    21.60
    
    
    
    55,342
    
    
    $
    703,341Class X common shares
    
    
    4,931,065
    
    
    $
    0.0000225
    
    
    
    
    
    
    
    TotalClass A common shares(1)(2)(3)(4)
    
    
    10,909,052
    
    
    $
    21.68
    
    
    
    112,864Class X common shares(5)
    
    
    39,168,270
    
    
    $
    0.0000225
    
    
    
    
 
 (1)
    
    Since April 2002, the Board of Directors of Accenture Ltd has authorized and periodically
confirmed a publicly announced open-market share purchase program for acquiring Accenture Ltd
Class A common shares. During the first quarter of fiscal 2006, we did not purchase any
Accenture Ltd Class A common shares under this program. To date, the Board of Directors of
Accenture Ltd has authorized an aggregate of $1.6 billion for use in these open-market share
purchases. At November 30, 2005, an aggregate of $581 million remained available for these
open-market share purchases. The open-market purchase program does not have an expiration
date.(2)
    
    In July 2002, we publicly announced our RSU Sell-Back Program, whereby we offer to purchase
Accenture Ltd Class A common shares awarded to employees pursuant to restricted share units
issued in connection with our initial public offering. The Board of Directors of Accenture Ltd
has authorized funds for this purpose, and $181 million was set aside under this program.
During the first quarter of fiscal 2006, 112,864 Accenture Ltd Class A common shares were
purchased under this program. At November 30, 2005, approximately $122 million remained
available for purchases under this program. These purchases are not made on the open market
and this program does not have an expiration date.(3)
    
    On November 15, 2005, a subsidiary of Accenture SCA purchased 10,465,117 Accenture
Ltd Class A common shares at a price of $21.50 per share for an aggregate purchase price of
$225 million. These transactions consisted of purchases of Accenture shares received in
connection with Accentures transition to a corporate structure held by certain former senior
executives residing outside the United States.(4)
    
    During the first quarter of fiscal 2006, Accenture purchased 331,071 Accenture Ltd Class A
common shares in transactions unrelated to publicly announced share plans or programs. These
transactions consisted of acquisitions of Accenture Ltd Class A common shares via share
withholding for payroll tax obligations due from employees and former employees in
connection with the delivery of Accenture Ltd Class A common shares under the Companys
various employee equity share plans.(5)
    
    During the first quarter of fiscal 2006, Accenture Ltd redeemed 39,168,270 Accenture Ltd Class
X common shares pursuant to its bye-laws. Accenture Ltd Class X common shares are redeemable
at their par value of $0.0000225 per share. 28




---



##### 



ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 commissaire aux comptes commissaire aux comptes
  Abstained/For(1)
    
    
    Against
    
    
    Withheld
    
    
    Broker Non-VotesApproval of Accenture SCAs balance
sheet, profit and loss accounts, and
notes to the accounts
    
    
    1,313,111,285
    
    
    
    0
    
    
    
    0
    
    
    
    *Allocation of the results of Accenture SCA as of August 31, 2005, the authorization of the payment of a per share
cash dividend of $0.30 on the Class I common
shares to shareholders of record as of
October 12, 2005 and the authorization of the general partner of the Company to determine any applicable terms related to the payment of the dividend
    
    
    1,313,111,285
    
    
    
    0
    
    
    
    0
    
    
    
    *Discharge of the general partner,
commissaire aux comptes
and supervisory board in connection with the
fiscal year ended August 31, 2005
    
    
    1,313,111,285
    
    
    
    0
    
    
    
    0
    
    
    
    *Appointment of the members of the supervisory board
    
    
    1,313,111,285
    
    
    
    0
    
    
    
    0
    
    
    
    *Appointment of the commissaire aux comptesof
Accenture SCA
    
    
    1,313,111,285
    
    
    
    0
    
    
    
    0
    
    
    
    *Re-appointment of KPMG LLP
    
    
    1,313,111,285
    
    
    
    0
    
    
    
    0
    
    
    
    *
 
 *
    
    Not applicable.(1)
    
    Consists of 316,573,074 Accenture SCA Class I common shares, 470,958,308 Accenture SCA
Class II common shares and 525,579,903 Class III common shares present and entitled to vote at the meeting. 
 ITEM 5. OTHER INFORMATION
 (a)
    
    None.
 (b)
    
    None.
 
 ITEM 6. EXHIBITS
  ExhibitNumber
    
    Exhibit31.1
    
    Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of
the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (filed herewith)31.2
    
    Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of
the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 (filed herewith)32.1
    
    Certification of the Chief Executive Officer pursuant to 18 U.S.C.Section 1350, as
adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (filed herewith)32.2
    
    Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (filed herewith)
 29




---



##### 



SIGNATURES
  Date: January 9, 2006
    
    ACCENTURE SCArepresented by its general partner, Accenture Ltd,
itself represented by its duly authorized signatoryBy:
    
    /s/ Michael G. McGrathName: Michael G. McGrathTitle: Chief Financial Officer of Accenture Ltd,General
Partner of Accenture SCA