##### 



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, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROM            TO
 Commission File Number: 000-49713
 
 ACCENTURE SCA
 (Exact name of Registrant as specified in its charter)
 Luxembourg
    
    98-0351796(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 46A, Avenue J.F. Kennedy
L-1855 Luxembourg  (Address of principal executive offices)
 (352) 26 42 35 00  (Registrants telephone number, including area code)
 þ o
  o o 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, 2006 (unaudited) and August 31, 2006
    
    3Consolidated Income Statements (unaudited) for the three months ended November 30, 2006 and 2005
    
    4Consolidated
Shareholders Equity and Comprehensive Income Statements (unaudited) for the three months ended November 30, 2006
    
    5Consolidated Cash Flows Statements (unaudited) for the three months ended November 30, 2006 and 2005
    
    6Notes to Consolidated Financial Statements (unaudited)
    
    7Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    14Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    25Item 4.
    
    Controls and Procedures
    
    25Part II.
    
    Other Information
    
    26Item 1.
    
    Legal Proceedings
    
    26Item 1A.
    
    Risk Factors
    
    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
    
    30Item 5.
    
    Other Information
    
    31Item 6.
    
    Exhibits
    
    31Signatures
    
    32
 2




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##### 



PART I  FINANCIAL INFORMATION
 ITEM 1. FINANCIAL STATEMENTS
 ACCENTURE SCA
 CONSOLIDATED BALANCE SHEETS
November 30, 2006 and August 31, 2006
(In thousands of U.S. dollars, except share and per share amounts)
 November 30,
    
    
    August 31,2006
    
    
    2006(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    2,437,530
    
    
    $
    3,066,988Short-term investments
    
    
    298,851
    
    
    
    352,951Receivables from clients, net of allowances of $44,289 and $48,069, respectively
    
    
    2,257,954
    
    
    
    1,916,450Unbilled services
    
    
    1,549,652
    
    
    
    1,350,211Deferred income taxes, net
    
    
    194,442
    
    
    
    187,720Other current assets
    
    
    464,492
    
    
    
    479,501Total current assets
    
    
    7,202,921
    
    
    
    7,353,821NON-CURRENT ASSETS:Unbilled services
    
    
    77,904
    
    
    
    105,081Investments
    
    
    123,049
    
    
    
    125,119Property and equipment, net of accumulated depreciation of $1,402,242 and $1,359,978, respectively
    
    
    715,881
    
    
    
    727,692Goodwill
    
    
    527,350
    
    
    
    527,648Deferred income taxes, net
    
    
    391,249
    
    
    
    392,211Other non-current assets
    
    
    176,219
    
    
    
    186,508Total non-current assets
    
    
    2,011,652
    
    
    
    2,064,259TOTAL ASSETS
    
    $
    9,214,573
    
    
    $
    9,418,080LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Short-term bank borrowings
    
    $
    2,635
    
    
    $
    2,218Current portion of long-term debt
    
    
    23,833
    
    
    
    22,574Accounts payable
    
    
    829,302
    
    
    
    856,087Deferred revenues
    
    
    1,478,007
    
    
    
    1,511,259Accrued payroll and related benefits
    
    
    1,767,803
    
    
    
    1,693,796Income taxes payable
    
    
    890,847
    
    
    
    722,096Deferred income taxes, net
    
    
    37,913
    
    
    
    49,870Other accrued liabilities
    
    
    891,626
    
    
    
    958,582Total current liabilities
    
    
    5,921,966
    
    
    
    5,816,482NON-CURRENT LIABILITIES:Long-term debt
    
    
    5,109
    
    
    
    27,065Retirement obligation
    
    
    515,271
    
    
    
    492,555Deferred income taxes, net
    
    
    19,720
    
    
    
    16,880Other non-current liabilities
    
    
    297,999
    
    
    
    302,965Total non-current liabilities
    
    
    838,099
    
    
    
    839,465COMMITMENTS AND CONTINGENCIESMINORITY INTEREST
    
    
    79,267
    
    
    
    72,832SHAREHOLDERS EQUITY:Class I common shares, par value 1.25 euros per share, 10,000,000,000 shares authorized, 227,532,114
and 249,233,436 shares issued and outstanding as of November 30, 2006 and August 31, 2006,
respectively
    
    
    254,995
    
    
    
    279,326Class II common shares, par value 1.25 euros per share, 20,000,000,000 shares authorized, 481,106,329
and 476,273,864 shares issued as of November 30, 2006 and August 31, 2006, respectively
    
    
    544,787
    
    
    
    537,048Class III, including Class III-A through -N lettered sub-series common shares, par value 1.25 euros
per share, 10,000,000,000 shares authorized, 755,205,660 and 727,992,071 shares issued as of November
30, 2006 and August 31, 2006, respectively
    
    
    853,121
    
    
    
    819,962Restricted share units (related to Accenture Ltd Class A common shares)
    
    
    510,632
    
    
    
    482,289Additional paid-in capital
    
    
    3,649,400
    
    
    
    3,435,364Treasury shares, at cost: Class II common, 10,148,021 and 5,315,556 shares at November 30, 2006 and
August 31, 2006, respectively; Class III common, 211,129,364 and 194,117,186 shares at November 30,
2006 and August 31, 2006, respectively
    
    
    (5,406,127
    )
    
    
    (4,809,618
    )Investment in Accenture Ltd shares, at cost, 2,608,550 and 342,359 shares at November 30, 2006 and
August 31, 2006, respectively
    
    
    (67,141
    )
    
    
    (9,054
    )Retained earnings
    
    
    2,039,850
    
    
    
    1,980,478Accumulated other comprehensive loss
    
    
    (4,276
    )
    
    
    (26,494
    )Total shareholders equity
    
    
    2,375,241
    
    
    
    2,689,301TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    9,214,573
    
    
    $
    9,418,080
  3




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##### 



ACCENTURE SCA
 CONSOLIDATED INCOME STATEMENTS
For the Three Months Ended November 30, 2006 and 2005
(In thousands of U.S. dollars, except share and per share amounts)
(Unaudited)
 2006
    
    
    2005REVENUES:Revenues before reimbursements
    
    $
    4,754,088
    
    
    $
    4,169,475Reimbursements
    
    
    412,271
    
    
    
    373,541Revenues
    
    
    5,166,359
    
    
    
    4,543,016OPERATING EXPENSES:Cost of services:Cost of services before
reimbursable expenses
    
    
    3,321,844
    
    
    
    2,849,167Reimbursable expenses
    
    
    412,271
    
    
    
    373,541Cost of services
    
    
    3,734,115
    
    
    
    3,222,708Sales and marketing
    
    
    436,930
    
    
    
    408,602General and administrative costs
    
    
    379,643
    
    
    
    393,766Reorganization costs
    
    
    6,079
    
    
    
    5,384Total operating expenses
    
    
    4,556,767
    
    
    
    4,030,460OPERATING INCOME
    
    
    609,592
    
    
    
    512,556Gain on investments, net
    
    
    2,854
    
    
    
    1,438Interest income
    
    
    36,307
    
    
    
    30,353Interest expense
    
    
    (5,122
    )
    
    
    (4,685
    )Other expense
    
    
    (2,466
    )
    
    
    (15,947
    )INCOME BEFORE INCOME TAXES
    
    
    641,165
    
    
    
    523,715Provision for income taxes
    
    
    235,308
    
    
    
    195,869INCOME BEFORE MINORITY
INTEREST
    
    
    405,857
    
    
    
    327,846Minority interest in Accenture Canada
Holdings Inc.
    
    
    (1,826
    )
    
    
    (1,593
    )Minority interest  other
    
    
    (5,812
    )
    
    
    (2,770
    )NET INCOME
    
    $
    398,219
    
    
    $
    323,483Cash dividends per share
    
    $
    0.35
    
    
    $
    0.30
  4




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##### 



ACCENTURE SCA
 CONSOLIDATED SHAREHOLDERS EQUITY AND COMPREHENSIVE INCOME STATEMENTS
For the Three Months Ended November 30, 2006
(In thousands of U.S. dollars and in thousands of share amounts)
(Unaudited)
 RestrictedShare UnitsClass I
    
    
    Class II
    
    
    Class III
    
    
    (related toCommon
    
    
    Common
    
    
    Common
    
    
    Accenture Ltd
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Investment in AccentureShares
    
    
    Shares
    
    
    Shares
    
    
    Class A
    
    
    Additional
    
    
    Treasury Shares
    
    
    Ltd
    
    
    
    
    
    
    Accumulated OtherNo.
    
    
    
    
    
    
    No.
    
    
    common
    
    
    Paid-in
    
    
    
    
    
    
    
    
    
    
    
    
    
    No.
    
    
    Retained
    
    
    Comprehensive$
    
    
    No. Shares
    
    
    $
    
    
    Shares
    
    
    $
    
    
    Shares
    
    
    shares)
    
    
    Capital
    
    
    $
    
    
    No. Shares
    
    
    $
    
    
    Shares
    
    
    Earnings
    
    
    Loss
    
    
    TotalBalance as of August 31, 2006
    
    $
    279,326
    
    
    
    249,233
    
    
    $
    537,048
    
    
    
    476,274
    
    
    $
    819,962
    
    
    
    727,992
    
    
    $
    482,289
    
    
    $
    3,435,364
    
    
    $
    (4,809,618
    )
    
    
    (199,433
    )
    
    $
    (9,054
    )
    
    
    (342
    )
    
    $
    1,980,478
    
    
    $
    (26,494
    )
    
    $
    2,689,301Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    398,219
    
    
    
    
    
    
    
    398,219Other comprehensive income:Unrealized gains on marketable
securities, net of reclassification
adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    856
    
    
    
    856Foreign currency translation
adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,362
    
    
    
    21,362Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,218Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    420,437Income tax benefit on share-based compensation
plans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,081
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,081Issuance and purchase of Class II and Class III
common shares
    
    
    
    
    
    
    
    
    
    
    7,739
    
    
    
    4,832
    
    
    
    8,828
    
    
    
    5,513
    
    
    
    
    
    
    
    187,940
    
    
    
    (204,507
    )
    
    
    (10,345
    )
    
    
    
    
    
    
    
    
    
    
    (204,452
    )
    
    
    
    
    
    
    (204,452
    )Purchases of Accenture Ltd Class A
common shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,654
    )
    
    
    
    
    
    
    
    
    
    
    (58,087
    )
    
    
    (2,267
    )
    
    
    
    
    
    
    
    
    
    
    (65,741
    )Share-based compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    44,484
    
    
    
    17,028
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    61,512Purchases/redemptions of Accenture SCA
Class I common shares
    
    
    (24,331
    )
    
    
    (21,701
    )
    
    
    
    
    
    
    
    
    
    
    24,331
    
    
    
    21,701
    
    
    
    
    
    
    
    
    
    
    
    (650,901
    )
    
    
    (21,701
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (650,901
    )Purchases/redemptions of Accenture SCA
Class III common shares and Accenture
Canada Holdings Inc. exchangeable shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,085
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,085
    )Issuances of Class A common shares related
to employee share programs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (33,138
    )
    
    
    
    
    
    
    258,899
    
    
    
    10,202
    
    
    
    
    
    
    
    
    
    
    
    (28,791
    )
    
    
    
    
    
    
    196,970Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,997
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (105,604
    )
    
    
    
    
    
    
    (88,607
    )Minority interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,726
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,726Balance as of November 30, 2006
    
    $
    254,995
    
    
    
    227,532
    
    
    $
    544,787
    
    
    
    481,106
    
    
    $
    853,121
    
    
    
    755,206
    
    
    $
    510,632
    
    
    $
    3,649,400
    
    
    $
    (5,406,127
    )
    
    
    (221,277
    )
    
    $
    (67,141
    )
    
    
    (2,609
    )
    
    $
    2,039,850
    
    
    $
    (4,276
    )
    
    $
    2,375,241
  5




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##### 



ACCENTURE SCA
 CONSOLIDATED CASH FLOWS STATEMENTS
For the Three Months Ended November 30, 2006 and 2005
(In thousands of U.S. dollars)
(Unaudited)
 2006
    
    
    2005CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    398,219
    
    
    $
    323,483Adjustments to reconcile Net income to Net cash provided by operating activities Depreciation, amortization and asset impairments
    
    
    144,981
    
    
    
    79,271Reorganization
costs, net
    
    
    6,079
    
    
    
    5,384Share-based compensation expense
    
    
    62,234
    
    
    
    50,832Deferred income taxes, net
    
    
    (12,142
    )
    
    
    (39,310
    )Minority interest
    
    
    7,638
    
    
    
    4,363Other, net
    
    
    1,404
    
    
    
    (1,224
    )Change in assets and liabilities, net of acquisitions Receivables from clients, net
    
    
    (302,720
    )
    
    
    (166,078
    )Other current assets
    
    
    16,155
    
    
    
    28,944Unbilled services, current and non-current
    
    
    (183,813
    )
    
    
    (116,159
    )Other non-current assets
    
    
    (10,628
    )
    
    
    (9,423
    )Accounts payable
    
    
    (45,563
    )
    
    
    (6,147
    )Deferred revenues
    
    
    (58,623
    )
    
    
    55,891Accrued payroll and related benefits
    
    
    51,953
    
    
    
    (91,696
    )Income taxes payable
    
    
    165,245
    
    
    
    193,572Other accrued liabilities
    
    
    (87,833
    )
    
    
    13,091Other non-current liabilities
    
    
    13,242
    
    
    
    43,587Net cash provided by operating activities
    
    
    165,828
    
    
    
    368,381CASH FLOWS FROM INVESTING ACTIVITIES:Proceeds from maturities and sales of available-for-sale investments
    
    
    333,833
    
    
    
    252,865Purchases of available-for-sale investments
    
    
    (272,107
    )
    
    
    (14,242
    )Proceeds from sales of property and equipment
    
    
    3,557
    
    
    
    1,400Purchases of property and equipment
    
    
    (67,144
    )
    
    
    (77,956
    )Purchases of businesses and investments, net of cash acquired
    
    
    (19,862
    )
    
    
    (5,127
    )Net cash (used in) provided by investing activities
    
    
    (21,723
    )
    
    
    156,940CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common shares
    
    
    196,970
    
    
    
    149,067Purchases of common shares
    
    
    (928,179
    )
    
    
    (1,324,958
    )Proceeds from long-term debt
    
    
    1,851
    
    
    
    7,617Repayments of long-term debt
    
    
    (6,633
    )
    
    
    (16,989
    )Proceeds from short-term borrowings
    
    
    3,091
    
    
    
    5,889Repayments of short-term borrowings
    
    
    (2,776
    )
    
    
    (16,220
    )Cash dividends paid
    
    
    (88,607
    )
    
    
    (96,277
    )Excess tax benefits from share-based payment arrangements
    
    
    12,680
    
    
    
    18,094Other, net
    
    
    (2,887
    )
    
    
    (4,363
    )Net cash used in financing activities
    
    
    (814,490
    )
    
    
    (1,278,140
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    40,927
    
    
    
    (45,174
    )NET DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (629,458
    )
    
    
    (797,993
    )CASH AND CASH EQUIVALENTS,beginning of period
    
    
    3,066,988
    
    
    
    2,483,990CASH AND CASH EQUIVALENTS,end of period
    
    $
    2,437,530
    
    
    $
    1,685,997
  6




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##### 



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. REORGANIZATION (BENEFITS) COSTS
  7




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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)
  Three Months EndedNovember 30,2006
    
    
    2005Reorganization liability balance,
beginning of period
    
    $
    350,864
    
    
    $
    381,440Final determinations (1)
    
    
    
    
    
    
    (1,098
    )Changes in estimates
    
    
    
    
    
    
    Benefit recorded
    
    
    
    
    
    
    (1,098
    )Interest expense accrued
    
    
    6,079
    
    
    
    6,482Payments
    
    
    
    
    
    
    Costs
    
    
    6,079
    
    
    
    5,384Foreign currency translation
    
    
    8,660
    
    
    
    (8,706
    )Reorganization liability, end of period
    
    $
    365,603
    
    
    $
    378,118
 
 (1)
    
    Includes final agreements with tax authorities and expirations of statutes of limitations.  3. ACCUMULATED OTHER COMPREHENSIVE LOSS
  November 30,
    
    
    August 31,2006
    
    
    2006Unrealized losses on marketable securities, net of
reclassification adjustments
    
    $
    (2,623
    )
    
    $
    (3,479
    )Foreign currency translation adjustments
    
    
    30,749
    
    
    
    9,387Minimum pension liability adjustments, net of tax of $22,863
and $22,863, respectively
    
    
    (32,402
    )
    
    
    (32,402
    )Accumulated other comprehensive loss
    
    $
    (4,276
    )
    
    $
    (26,494
    )
  November 30,2006
    
    2005Three months ended
    
    $
    420,437
    
    
    $
    299,887
 8




---



##### 



ACCENTURE SCA
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(In thousands of U.S. dollars, except share and per share amounts or
as otherwise disclosed)
(Unaudited)
 4. GOODWILL
  ForeignBalance at
    
    
    
    
    
    
    Currency
    
    
    Balance atAugust 31,
    
    
    Additions/
    
    
    Translation
    
    
    November 30,2006
    
    
    Adjustments
    
    
    Adjustments
    
    
    2006Communications & High Tech
    
    $
    82,739
    
    
    $
    101
    
    
    $
    1,857
    
    
    $
    84,697Financial Services
    
    
    123,592
    
    
    
    (1,853
    )
    
    
    851
    
    
    
    122,590Government
    
    
    33,253
    
    
    
    (658
    )
    
    
    615
    
    
    
    33,210Products
    
    
    258,390
    
    
    
    (3,811
    )
    
    
    1,894
    
    
    
    256,473Resources
    
    
    29,674
    
    
    
    148
    
    
    
    558
    
    
    
    30,380Total
    
    $
    527,648
    
    
    $
    (6,073
    )
    
    $
    5,775
    
    
    $
    527,350
 5. RETIREMENT PLANS
  Pension BenefitsThree Months Ended November 30,2006
    
    
    2005Components of pension benefits expense
    
    U.S. Plans
    
    
    Non-U.S. Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    12,706
    
    
    $
    13,327
    
    
    $
    16,103
    
    
    $
    12,832Interest cost
    
    
    13,510
    
    
    
    6,956
    
    
    
    12,481
    
    
    
    5,287Expected return on plan assets
    
    
    (14,946
    )
    
    
    (6,519
    )
    
    
    (13,080
    )
    
    
    (4,865
    )Amortization of transitional obligation
    
    
    
    
    
    
    (20
    )
    
    
    
    
    
    
    Amortization of loss
    
    
    325
    
    
    
    350
    
    
    
    7,785
    
    
    
    466Amortization of prior service cost
    
    
    182
    
    
    
    155
    
    
    
    287
    
    
    
    385Total
    
    $
    11,777
    
    
    $
    14,249
    
    
    $
    23,576
    
    
    $
    14,105
 Postretirement BenefitsThree Months Ended November 30,2006
    
    
    2005Components of postretirement benefits expense
    
    U.S. Plans
    
    
    Non-U.S. Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    1,666
    
    
    $
    304
    
    
    $
    2,524
    
    
    $
    518Interest cost
    
    
    1,520
    
    
    
    382
    
    
    
    1,538
    
    
    
    435Expected return on plan assets
    
    
    (375
    )
    
    
    
    
    
    
    (355
    )
    
    
    Amortization of transitional obligation
    
    
    20
    
    
    
    
    
    
    
    20
    
    
    
    Amortization of loss
    
    
    
    
    
    
    16
    
    
    
    630
    
    
    
    55Amortization of prior service cost
    
    
    (200
    )
    
    
    (190
    )
    
    
    (200
    )
    
    
    (72
    )Total
    
    $
    2,631
    
    
    $
    512
    
    
    $
    4,157
    
    
    $
    936
 9




---



##### 



ACCENTURE SCA
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(In thousands of U.S. dollars, except share and per share amounts or
as otherwise disclosed)
(Unaudited)
 6. MATERIAL TRANSACTIONS AFFECTING SHAREHOLDERS EQUITY
 Share Purchase Activity
  Shares
    
    
    AmountDiscounted Tender Offer (1)
    
    
    7,538,172
    
    
    $
    187,195Other Share Purchase Programs:Accenture SCA Class I common shares
    
    
    14,163,150
    
    
    
    463,706Accenture
Canada Holdings Inc. exchangeable shares
    
    
    218,319
    
    
    
    7,085Accenture Ltd Class A common shares (2)
    
    
    1,979,450
    
    
    
    48,991Subtotal of Other Share Purchase Programs
    
    
    16,360,919
    
    
    
    519,782Other purchases (3)
    
    
    538,598
    
    
    
    16,750Inter-company redemptions of SCA Class II common shares
and SCA Class III common shares (4)
    
    
    10,344,732
    
    
    
    204,452Total
    
    
    34,782,421
    
    
    $
    928,179
 
 (1)
    
    On September 11, 2006, the Company and one of its subsidiaries made a tender
offer to Accenture SCA Class I common shareholders that resulted in share redemptions
and purchases, effective October 11, 2006, at a price of $24.75 per share.(2)
    
    On November 13, 2006, Accenture Finance (Gibraltar) Ltd, an indirect subsidiary of
Accenture SCA, purchased Accenture Ltd Class A common shares at a price of $24.75 per
share from certain former senior executives residing outside the United
States.(3)
    
    During the three months ended
November 30, 2006, as authorized under Accentures various
employee equity share plans, Accenture and the Company acquired 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
those plans.(4)
    
    On November 15, 2006, the Company redeemed 4,832,465 Class II
common shares and 5,512,267 Accenture SCA Class III common shares
from Accenture. These redemptions were made in transactions
unrelated to publicly announced share plans or programs.
Transactions involving Accenture SCA Class II and Class III common
 shares consist exclusively of inter-company transactions
undertaken to facilitate other corporate purposes.  Dividend
  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)
 Class III Common Shares
  November 30, 2006
    
    
    August 31, 2006Title of Issuance
    
    Authorized
    
    
    Issued Shares
    
    
    Amount
    
    
    Issued Shares
    
    
    AmountClass III
    
    
    9,782,549,738
    
    
    
    537,755,398
    
    
    $
    607,807
    
    
    
    510,541,809
    
    
    $
    574,648Class III-A
    
    
    5,000,000
    
    
    
    5,000,000
    
    
    
    5,435
    
    
    
    5,000,000
    
    
    
    5,435Class III-B
    
    
    5,000,000
    
    
    
    5,000,000
    
    
    
    5,435
    
    
    
    5,000,000
    
    
    
    5,435Class III-C
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,870
    
    
    
    10,000,000
    
    
    
    10,870Class III-D
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,870
    
    
    
    10,000,000
    
    
    
    10,870Class III-E
    
    
    15,000,000
    
    
    
    15,000,000
    
    
    
    16,304
    
    
    
    15,000,000
    
    
    
    16,304Class III-F
    
    
    15,000,000
    
    
    
    15,000,000
    
    
    
    16,304
    
    
    
    15,000,000
    
    
    
    16,304Class III-G
    
    
    20,000,000
    
    
    
    20,000,000
    
    
    
    21,739
    
    
    
    20,000,000
    
    
    
    21,739Class III-H
    
    
    25,000,000
    
    
    
    25,000,000
    
    
    
    27,174
    
    
    
    25,000,000
    
    
    
    27,174Class III-I
    
    
    5,000,000
    
    
    
    5,000,000
    
    
    
    5,435
    
    
    
    5,000,000
    
    
    
    5,435Class III-J
    
    
    5,000,000
    
    
    
    5,000,000
    
    
    
    5,435
    
    
    
    5,000,000
    
    
    
    5,435Class III-K
    
    
    16,050,000
    
    
    
    16,050,000
    
    
    
    18,074
    
    
    
    16,050,000
    
    
    
    18,074Class III-L
    
    
    5,025,720
    
    
    
    5,025,720
    
    
    
    5,540
    
    
    
    5,025,720
    
    
    
    5,540Class III-M
    
    
    68,626,707
    
    
    
    68,626,707
    
    
    
    78,398
    
    
    
    68,626,707
    
    
    
    78,398Class III-N
    
    
    12,747,835
    
    
    
    12,747,835
    
    
    
    18,301
    
    
    
    12,747,835
    
    
    
    18,301Total
    
    
    10,000,000,000
    
    
    
    755,205,660
    
    
    $
    853,121
    
    
    
    727,992,071
    
    
    $
    819,962
 7. COMMITMENTS AND CONTINGENCIES
 Guarantees
    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)
  The NHS Contracts
   Legal Contingencies
  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)
 8. SEGMENT REPORTING
 Disclosures about Segments of an Enterprise
and Related Information
   Three Months Ended November 30,2006
    
    
    2005Revenues Before
    
    
    Operating
    
    
    Revenues Before
    
    
    OperatingReimbursements
    
    
    Income
    
    
    Reimbursements
    
    
    IncomeCommunications & High Tech
    
    $
    1,096,390
    
    
    $
    134,401
    
    
    $
    1,047,541
    
    
    $
    172,306Financial Services
    
    
    1,067,247
    
    
    
    133,892
    
    
    
    854,872
    
    
    
    81,603Government
    
    
    627,828
    
    
    
    28,362
    
    
    
    598,119
    
    
    
    61,622Products
    
    
    1,194,668
    
    
    
    207,079
    
    
    
    1,017,035
    
    
    
    117,733Resources
    
    
    762,990
    
    
    
    105,858
    
    
    
    650,286
    
    
    
    79,292Other
    
    
    4,965
    
    
    
    
    
    
    
    1,622
    
    
    
    Total
    
    $
    4,754,088
    
    
    $
    609,592
    
    
    $
    4,169,475
    
    
    $
    512,556
 9. NEWLY ISSUED ACCOUNTING STANDARDS
 Accounting for Uncertainty in Income Taxes-an interpretation of FASB
Statement No. 109
 Employers Accounting for Defined Benefit Pension and Other
Postretirement Plans, an amendment of FASB Statements No. 87, 106, and 132(R)
 Considering the
Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements
 13




---



##### 



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, 2006, 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, 2006.
 We use the terms 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 2006 or fiscal year 2006 means the
12-month period that ended on August 31, 2006. All references to quarters, unless otherwise noted,
refer to the quarters of our fiscal year.
 Disclosure Regarding Forward-Looking Statements
  
    
    Our results of operations could be negatively affected if we cannot expand and develop
our services and solutions in response to changes in technology and client demand.
    
    The consulting, systems integration and technology, and outsourcing markets are highly
competitive, and we might not be able to compete effectively.
    
    Our results of operations could be affected by economic and political conditions and the
effects of these conditions on our clients businesses and levels of business activity.
    
    Our work with government clients exposes us to additional risks inherent in the government contracting process.
    
    Our business could be adversely affected if our clients are not satisfied with our services.
    
    Our business could be negatively affected if we incur legal liability in connection with
providing our solutions and services.
    
    Our results of operations could be adversely affected if our clients terminate their contracts with us on short notice.
    
    Outsourcing services are a significant part of our business and subject us to operational and financial risk.
    
    We could be subject to liabilities if our subcontractors or the third parties with whom
we partner cannot deliver their project contributions on time or at all.
    
    Our results from operations may be affected by the rate of growth in the use of
technology in business and the type and level of technology spending by our clients.
    
    Our profitability could suffer if we are not able to maintain favorable pricing rates.
    
    Our profitability could suffer if we are not able to maintain favorable utilization rates.
    
    If our pricing structures do not accurately anticipate the cost and complexity of
performing our work, then our contracts could be unprofitable.
 14




---



##### 




    
    Many of our contracts utilize performance pricing that links some of our fees to the
attainment of various performance or business targets. This could increase the variability
of our revenues and margins.
    
    Our alliance relationships may not be successful.
    
    Our global operations are subject to complex risks, some of which might be beyond our control.
    
    Our profitability could suffer if we are not able to control our costs.
    
    If we are unable to attract, retain and motivate employees or efficiently utilize their
skills, we might not be able to compete effectively and will not be able to grow our
business.
    
    If we are unable to collect our receivables or amounts extended to our clients as
financing, our results of operations could be adversely affected.
    
    Tax legislation and negative publicity related to Bermuda companies such as our parent,
Accenture Ltd (Accenture), could lead to an increase in our tax burden or affect our
relationships with our clients.
    
    Our services or solutions could infringe upon the intellectual property rights of others
or we might lose our ability to utilize the intellectual property of others.
    
    We have only a limited ability to protect our intellectual property rights, which are
important to our success.
    
    If we are unable to manage the organizational challenges associated with the size and
expansion of our company, we might be unable to achieve our business objectives.
    
    We might acquire other businesses or technologies, and there is a risk that we might not
successfully integrate them with our business or might otherwise fail to achieve our
strategic objectives.
    
    The share price of Accenture Ltd Class A common shares and, consequently, the market
value of Accenture SCA Class I common shares, could be adversely affected from time to time
by sales, or the anticipation of future sales, of Accenture Ltd Class A common shares held
by our employees and former employees or received upon the redemption of Accenture SCA Class
I common shares.
    
    Our share price has fluctuated in the past and could continue to fluctuate, including in
response to variability in revenues, operating results and profitability, and as a result
our share price could be difficult to predict.
    
    Our share price could be adversely affected if we are unable to maintain effective
internal controls.
    
    We are registered in Luxembourg and a significant portion of our assets are located
outside the United States. As a result, it might not be possible for shareholders to
enforce civil liability provisions of the Federal or state securities laws of the United
States.
    
    Luxembourg law differs from the laws in effect in the United States and might afford less
protection to shareholders.
    
    We might be unable to access additional capital on favorable terms or at all. If we
raise equity capital, it may dilute our shareholders ownership interest in us.
  15




---



##### 



Overview
          16




---



##### 



The NHS Contracts
   Bookings and Backlog
    17




---



##### 



Critical Accounting Policies and Estimates
  Revenues by Segment/Operating Group
  18




---



##### 



Percent of TotalRevenues BeforePercent
    
    
    Reimbursements for theThree Months Ended
    
    
    
    
    
    
    Increase
    
    
    Three Months EndedNovember 30,
    
    
    Percent
    
    
    Local
    
    
    November 30,2006
    
    
    2005
    
    
    Increase US$
    
    
    Currency
    
    
    2006
    
    
    2005(in millions)OPERATING GROUPSCommunications & High Tech
    
    $
    1,096
    
    
    $
    1,047
    
    
    
    5
    %
    
    
    2
    %
    
    
    23
    %
    
    
    25
    %Financial Services
    
    
    1,067
    
    
    
    855
    
    
    
    25
    
    
    
    21
    
    
    
    23
    
    
    
    21Government
    
    
    628
    
    
    
    598
    
    
    
    5
    
    
    
    4
    
    
    
    13
    
    
    
    14Products
    
    
    1,195
    
    
    
    1,017
    
    
    
    17
    
    
    
    14
    
    
    
    25
    
    
    
    24Resources
    
    
    763
    
    
    
    650
    
    
    
    17
    
    
    
    14
    
    
    
    16
    
    
    
    16Other
    
    
    5
    
    
    
    2
    
    
    
    n/m
    
    
    
    n/m
    
    
    
    
    
    
    
    TOTAL Revenues Before Reimbursements
    
    
    4,754
    
    
    
    4,169
    
    
    
    14
    %
    
    
    11
    %
    
    
    100
    %
    
    
    100
    %Reimbursements
    
    
    412
    
    
    
    374
    
    
    
    10TOTAL REVENUES
    
    $
    5,166
    
    
    $
    4,543
    
    
    
    14
    %GEOGRAPHYAmericas
    
    $
    2,090
    
    
    $
    1,855
    
    
    
    13
    %
    
    
    12
    %
    
    
    44
    %
    
    
    45
    %EMEA (1)
    
    
    2,303
    
    
    
    2,011
    
    
    
    15
    
    
    
    9
    
    
    
    48
    
    
    
    48Asia Pacific
    
    
    361
    
    
    
    303
    
    
    
    19
    
    
    
    19
    
    
    
    8
    
    
    
    7TOTAL Revenues Before Reimbursements
    
    $
    4,754
    
    
    $
    4,169
    
    
    
    14
    %
    
    
    11
    %
    
    
    100
    %
    
    
    100
    %TYPE OF WORKConsulting
    
    $
    2,909
    
    
    $
    2,576
    
    
    
    13
    %
    
    
    10
    %
    
    
    61
    %
    
    
    62
    %Outsourcing
    
    
    1,845
    
    
    
    1,593
    
    
    
    16
    
    
    
    13
    
    
    
    39
    
    
    
    38TOTAL Revenues Before Reimbursements
    
    $
    4,754
    
    
    $
    4,169
    
    
    
    14
    %
    
    
    11
    %
    
    
    100
    %
    
    
    100
    %
 
 n/m = not meaningful(1)
    
    EMEA includes Europe, the Middle East and Africa. Three Months Ended November 30, 2006 Compared to Three Months Ended November 30, 2005
 Revenues
    19




---



##### 



Operating Expenses
  Cost of Services
  Sales and Marketing
  General and Administrative Costs
  20




---



##### 



Operating Income
  Three Months Ended November 30,Increase2006
    
    
    2005
    
    
    (Decrease)(in millions)Communications & High Tech
    
    $
    135
    
    
    $
    172
    
    
    $
    (37
    )Financial Services
    
    
    134
    
    
    
    82
    
    
    
    52Government
    
    
    28
    
    
    
    62
    
    
    
    (34
    )Products
    
    
    207
    
    
    
    118
    
    
    
    89Resources
    
    
    106
    
    
    
    79
    
    
    
    27Total
    
    $
    610
    
    
    $
    513
    
    
    $
    97
  
    
    Communications & High Tech operating income decreased due to higher combined sales and
marketing and general and administrative costs, partially offset by
consulting revenue growth and
improved contract margins in our Asia Pacific region.
    
    Financial Services operating income increase was driven by strong revenue growth, higher
utilization, improved delivery efficiencies compared to the three months ended November 30,
2005 and lower combined sales and marketing and general and administrative costs as a
percentage of revenues before reimbursements.
    
    Government operating income decreased
due primarily to asset impairments associated with an
outsourcing contract, partially offset by consulting revenue growth and improved
consulting contract margins.
    
    Products operating income increase was driven by strong revenue growth, improved contract
margins and lower combined sales and marketing and general and administrative costs as a
percentage of revenues before reimbursements.
    
    Resources operating income increase was driven by strong revenue growth, improved
contract margins and lower sales and marketing costs as a percentage of revenues before
reimbursements.
 Interest Income
  Other Expense
  Provision for Income Taxes
  21




---



##### 



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 30,2006
    
    
    2005
    
    
    Change(in millions)Net cash provided by (used in):Operating activities
    
    $
    166
    
    
    $
    368
    
    
    $
    (202
    )Investing activities
    
    
    (22
    )
    
    
    157
    
    
    
    (179
    )Financing activities
    
    
    (814
    )
    
    
    (1,278
    )
    
    
    464Effect of exchange rate changes on cash and cash equivalents
    
    
    41
    
    
    
    (45
    )
    
    
    86Net decrease in cash and cash equivalents
    
    $
    (629
    )
    
    $
    (798
    )
    
    $
    169
 Operating Activities.
 Investing Activities.
 Financing Activities.
  22




---



##### 



Borrowing Facilities
  BorrowingsUnderFacility Amount
    
    
    Facilities(in millions)Syndicated loan facility
    
    $
    1,200
    
    
    $
    Separate bilateral, uncommitted, unsecured multicurrency revolving credit facilities
    
    
    350
    
    
    
    3Local guaranteed and non-guaranteed lines of credit
    
    
    135
    
    
    
    Total
    
    $
    1,685
    
    
    $
    3
  Client Financing
  November 30,
    
    
    August 31,2006
    
    
    2006(in millions, except number of clients)Number of clients
    
    
    24
    
    
    
    25Client financing included in Current unbilled services
    
    $
    149
    
    
    $
    158Client financing included in Non-current unbilled services
    
    
    78
    
    
    
    105Total client financing, current and non-current
    
    $
    227
    
    
    $
    263
 23




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##### 



Share Purchases and Redemptions
  Shares
    
    
    Amount(in millions)Discounted Tender Offer (1)
    
    
    7,538,172
    
    
    $
    187Other Share Purchase Programs:Accenture SCA Class I common shares
    
    
    14,163,150
    
    
    
    464Accenture
Canada Holdings Inc. exchangeable shares
    
    
    218,319
    
    
    
    7Accenture Ltd Class A common shares (2)
    
    
    1,979,450
    
    
    
    49Subtotal of Other Share Purchase Programs
    
    
    16,360,919
    
    
    
    520Other purchases (3)
    
    
    538,598
    
    
    
    17Inter-company redemptions of SCA Class II common shares
and SCA Class III common shares (4)
    
    
    10,344,732
    
    
    
    204Total
    
    
    34,782,421
    
    
    $
    928
 
 (1)
    
    On September 11, 2006, we made a tender offer to Accenture SCA Class I common shareholders
that resulted in share redemptions and purchases, effective
October 11, 2006, at a price of $24.75 per share.(2)
    
    On November 13, 2006, Accenture Finance (Gibraltar) Ltd, an
indirect subsidiary of Accenture SCA, purchased Accenture Ltd Class
A common shares at a price of $24.75 per share from certain former
senior executives residing outside the United States.(3)
    
    During the three months ended November 30, 2006, as authorized
under Accentures various employee equity share plans, Accenture
and we acquired
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 those plans.(4)
    
    On November 15, 2006, we redeemed 4,832,465 Class II common shares
and 5,512,267 Accenture SCA Class III common shares from
Accenture. These redemptions were made in transactions unrelated
to publicly announced share plans or programs. Transactions
involving Accenture SCA Class II and Class III common shares
consist exclusively of inter-company transactions undertaken to
facilitate other corporate purposes.   Off-Balance Sheet Arrangements
   24




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##### 



Newly Issued Accounting Standards
 Accounting for Uncertainty in Income Taxes-an interpretation of FASB
Statement No. 109
 Employers Accounting for Defined Benefit Pension and Other
Postretirement Plans, an amendment of FASB Statements No. 87, 106, and 132(R)
 Considering the
Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements
 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
  25




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##### 



PART II  OTHER INFORMATION
 ITEM 1. LEGAL PROCEEDINGS
    ITEM 1A. RISK FACTORS
  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 DollarTotal Number of Shares
    
    Value of Shares that MayPurchased as Part of
    
    Yet Be Purchased UnderTotal Number of Shares
    
    Average Price
    
    Publicly Announced
    
    Publicly Announced PlansPeriod
    
    Purchased (1)
    
    Paid per Share
    
    Plans or Programs
    
    or ProgramsAccenture
SCASeptember 1, 2006  September 30, 2006Class I common shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    October 1, 2006  October 31, 2006Class I common shares
    
    
    16,596,335
    
    
    $
    28.95
    
    
    
    
    
    
    
    November 1, 2006  November 30, 2006Class I common shares
    
    
    5,104,987
    
    
    $
    33.40
    
    
    
    
    
    
    
    TotalClass I common shares (2) (3)
    
    
    21,701,322
    
    
    $
    29.99
    
    
    
    
    
    
    
    Accenture
Canada Holdings Inc.September 1, 2006  September 30, 2006Exchangeable shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    October 1, 2006  October 31, 2006Exchangeable shares
    
    
    193,365
    
    
    $
    32.34
    
    
    
    
    
    
    
    November 1, 2006  November 30, 2006Exchangeable shares
    
    
    24,954
    
    
    $
    33.31
    
    
    
    
    
    
    
    TotalExchangeable shares (3)
    
    
    218,319
    
    
    $
    32.45
    
    
    
    
    
    
    
    
 
 (1)
    
    To date, the Board of Directors of Accenture has authorized an
aggregate of $4.2 billion for purchases and redemptions of shares
from our current and former senior executives and their permitted
transferees under Accentures Senior Executive Trading Policy
and Accentures prior Share Management Plan. As of November 30, 2006, an aggregate
of $422 million remained available for these purchases and
redemptions. These aggregate authorized amounts do not include an
additional $650 million specifically authorized to effect the
October 11, 2006 tender offer described in footnote 2 below.(2)
    
    On September 11, 2006, the Company and one of its subsidiaries
made a tender offer to Accenture SCA Class I common shareholders
that resulted in the redemption and purchase, effective October
11, 2006, of an aggregate of 7,538,172 Accenture SCA Class I
common shares at a price of $24.75 per share. The Board of
Directors of Accenture approved up to $650 million in funding
for this tender offer. This transaction was unrelated to
Accentures publicly announced share plans or programs.(3)
    
    During the first quarter of fiscal 2007,
we redeemed and
purchased a total of 14,163,150 Accenture SCA Class I common
shares and 218,319 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




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##### 



Purchases and redemptions of Accenture Ltd Class A common shares and Class X common shares
  28




---



##### 



Approximate DollarTotal Number of Shares
    
    Value of Shares that MayPurchased as Part of
    
    Yet Be Purchased UnderTotal Number of
    
    Average Price Paid
    
    Publicly Announced
    
    Publicly Announced PlansPeriod
    
    Shares Purchased
    
    per Share
    
    Plans or Programs (1)
    
    or Programs(in millions)September 1, 2006  September 30, 2006Class A common shares
    
    
    303,742
    
    
    $
    29.83
    
    
    
    
    
    
    $
    978Class X common shares
    
    
    490,434
    
    
    $
    0.0000225
    
    
    
    
    
    
    
    October 1, 2006  October 31, 2006Class A common shares
    
    
    93,292
    
    
    $
    32.33
    
    
    
    
    
    
    $
    978Class X common shares
    
    
    14,172,192
    
    
    $
    0.0000225
    
    
    
    
    
    
    
    November 1, 2006  November 30, 2006Class A common shares
    
    
    2,121,014
    
    
    $
    25.30
    
    
    
    
    
    
    $
    978Class X common shares
    
    
    4,090,013
    
    
    $
    0.0000225
    
    
    
    
    
    
    
    TotalClass A
common shares (1)(2)(3)
    
    
    2,518,048
    
    
    $
    26.11
    
    
    
    Class X
common shares (4)
    
    
    18,752,639
    
    
    $
    0.0000225
    
    
    
    
 
 (1)
    
    Since August 2001, the Board of Directors of Accenture has
authorized and periodically confirmed a publicly announced
open-market share purchase program for acquiring Accenture Ltd
Class A common shares. During the first quarter of fiscal 2007,
Accenture did not purchase any Accenture Ltd Class A common shares under
this program. To date, the Board of Directors of Accenture has
authorized an aggregate of $2.4 billion for use in these
open-market share purchases. As of November 30, 2006, an aggregate
of $978 million remained available for these open-market share
purchases. The open-market purchase program does not have an
expiration date.(2)
    
    During the first quarter of fiscal 2007,
Accenture and the Company purchased
538,598 Accenture Ltd Class A common shares in transactions
unrelated to publicly announced share plans or programs. These
transactions consisted of acquisitions of Accenture Ltd Class A
common shares via share withholding for payroll tax obligations
due from employees and former employees in connection with the
delivery of Accenture Ltd Class A common shares under Accentures various employee equity share plans.(3)
    
    During the first quarter of fiscal 2007,
Accenture Finance (Gibraltar) Ltd, an indirect subsidiary of
Accenture SCA, purchased Accenture Ltd Class A common shares at a
price of $24.75 per share from certain former senior executives
residing outside the United States.(4)
    
    During the first quarter of fiscal 2007,
Accenture redeemed
18,752,639 Accenture Ltd Class X common shares pursuant to its
bye-laws. Accenture Ltd Class X common shares are redeemable at
their par value of $0.0000225 per share. ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  29




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##### 



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 commissaire aux comptes commissaire aux comptes
  Against /
    
    
    
    
    
    BrokerFor(1)
    

Withheld
    

Abstained
    
    Non-VotesApproval of the Companys balance sheet, profit and loss
accounts and notes to the accounts as of and for the year
ended August 31, 2006
    
    
    1,008,168,169
    
    
    
    0
    
    
    
    0
    
    
    
    *Allocation of the results of the Company as of and for the
year ended August 31, 2006 and declaration of a cash
dividend in a per share amount of $0.35 to each holder of
record of a Class I common share of the Company as of
October 5, 2006 and authorization to the general partner to
determine any applicable terms in respect of the payment of
the dividend
    
    
    1,008,168,169
    
    
    
    0
    
    
    
    0
    
    
    
    *Discharge of the general partner, the commissaire aux
comptesand the supervisory board in connection with the
fiscal year ended August 31, 2006
    
    
    1,008,168,169
    
    
    
    0
    
    
    
    0
    
    
    
    *Appointment of the members of the Companys supervisory board
    
    
    1,008,168,169
    
    
    
    0
    
    
    
    0
    
    
    
    *Reappointment of the commissaire aux comptesof the Company
    
    
    1,008,168,169
    
    
    
    0
    
    
    
    0
    
    
    
    *Reappointment of KPMG LLP as the independent auditor of the
Company, subject to approval by the Audit Committee of the
general partner of the engagement of KPMG LLP as the
independent auditor of the Company
    
    
    1,008,168,169
    
    
    
    0
    
    
    
    0
    
    
    
    *Acknowledgement of the reclassification of (i) 43,190,837
Class I common shares into Class III common shares of the
Company in the period from July 1, 2005 up to and including
November 10, 2005 and (ii) 27,487,026 Class I common shares
into Class III common shares of the Company in the period
from November 11, 2005 up to and including October 5, 2006
    
    
    1,008,168,169
    
    
    
    0
    
    
    
    0
    
    
    
    *
 
 *
    
    Not applicable.(1)
    
    Consists of 470,958,308 Accenture SCA Class II common shares and 537,209,861 Class III common
shares present and entitled to vote at the meeting. 30




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##### 



ITEM 5. OTHER INFORMATION
   ITEM 6. EXHIBITS
  ExhibitNumber
    
    Exhibit3.1
    
    Form of Articles of Association of Accenture SCA,
consolidated and updated as of June 28, 2005 (incorporated
by reference to Exhibit 10.1 to the May 31, 2005 Accenture
Ltd 10-Q)3.2
    
    Form of Bye-laws of Accenture Ltd, effective as of
February 2, 2005 (incorporated by reference to Exhibit 3.1
to the February 28, 2005 Accenture Ltd 10-Q)31.1
    
    Certification of the Chief Executive Officer pursuant to
Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act
of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 200231.2
    
    Certification of the Chief Financial Officer pursuant to
Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act
of 1934, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 200232.1
    
    Certification of the Chief Executive Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 200232.2
    
    Certification of the Chief Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
 31




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##### 



SIGNATURES
   ACCENTURE SCA
represented by its general partner, Accenture Ltd, itself
represented by its duly authorized signatoryBy:
    
    /s/ Pamela J. CraigName:
    
    Pamela J. CraigTitle:
    
    Chief Financial Officer ofAccenture Ltd, general partner ofAccenture SCA
 32