##### 



UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED MAY 31, 2007
 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
    1




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##### 



ACCENTURE SCA
 INDEX
 PagePart I.
    
    Financial Information
    
    
    3Item 1.
    
    Financial Statements
    
    
    3Consolidated Balance Sheets as of May 31, 2007 (Unaudited) and August 31, 2006
    
    
    3Consolidated Income Statements (Unaudited) for the three and nine months ended May 31, 2007 and 2006
    
    
    4Consolidated Shareholders Equity and Comprehensive Income Statements (Unaudited) for the nine
months ended May 31, 2007
    
    
    5Consolidated Cash Flows Statements (Unaudited) for the nine months ended May 31, 2007 and 2006
    
    
    6Notes to Consolidated Financial Statements (Unaudited)
    
    
    7Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    31Item 4.
    
    Controls and Procedures
    
    
    31Part II.
    
    Other Information
    
    
    31Item 1.
    
    Legal Proceedings
    
    
    31Item 1A.
    
    Risk Factors
    
    
    32Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    34Item 3.
    
    Defaults upon Senior Securities
    
    
    35Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    35Item 5.
    
    Other Information
    
    
    36Item 6.
    
    Exhibits
    
    
    37Signatures
    
    
    38
 2




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##### 



PART I  FINANCIAL INFORMATION
 ITEM 1. FINANCIAL STATEMENTS
 ACCENTURE SCA
 CONSOLIDATED BALANCE SHEETS
May 31, 2007 and August 31, 2006
(In thousands of U.S. dollars, except share and per share amounts)
 May 31,
    
    
    August 31,2007
    
    
    2006(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    3,093,634
    
    
    $
    3,066,988Short-term investments
    
    
    284,410
    
    
    
    352,951Receivables from clients, net of allowances of $46,837 and $48,069, respectively
    
    
    2,378,134
    
    
    
    1,916,450Unbilled services
    
    
    1,579,636
    
    
    
    1,350,211Deferred income taxes, net
    
    
    269,079
    
    
    
    187,720Other current assets
    
    
    434,796
    
    
    
    479,501Total current assets
    
    
    8,039,689
    
    
    
    7,353,821NON-CURRENT ASSETS:Unbilled services
    
    
    62,309
    
    
    
    105,081Investments
    
    
    82,519
    
    
    
    125,119Property and equipment, net of accumulated depreciation of $1,559,948 and $1,359,978,
respectively
    
    
    748,185
    
    
    
    727,692Goodwill
    
    
    528,389
    
    
    
    527,648Deferred income taxes, net
    
    
    408,396
    
    
    
    392,211Other non-current assets
    
    
    179,529
    
    
    
    186,508Total non-current assets
    
    
    2,009,327
    
    
    
    2,064,259TOTAL ASSETS
    
    $
    10,049,016
    
    
    $
    9,418,080LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Short-term bank borrowings
    
    $
    1,566
    
    
    $
    2,218Current portion of long-term debt
    
    
    23,440
    
    
    
    22,574Accounts payable
    
    
    863,646
    
    
    
    856,087Deferred revenues
    
    
    1,769,310
    
    
    
    1,511,259Accrued payroll and related benefits
    
    
    2,104,543
    
    
    
    1,693,796Income taxes payable
    
    
    985,886
    
    
    
    722,096Deferred income taxes, net
    
    
    30,603
    
    
    
    49,870Other accrued liabilities
    
    
    888,492
    
    
    
    958,582Total current liabilities
    
    
    6,667,486
    
    
    
    5,816,482NON-CURRENT LIABILITIES:Long-term debt
    
    
    3,226
    
    
    
    27,065Retirement obligation
    
    
    532,301
    
    
    
    492,555Deferred income taxes, net
    
    
    15,313
    
    
    
    16,880Other non-current liabilities
    
    
    237,123
    
    
    
    302,965Total non-current liabilities
    
    
    787,963
    
    
    
    839,465COMMITMENTS AND CONTINGENCIESMINORITY INTEREST
    
    
    85,172
    
    
    
    72,832SHAREHOLDERS EQUITY:Class I common shares, par value 1.25 euros per share, 10,000,000,000 shares authorized,
202,757,162 and 249,233,436 shares issued and outstanding as of May 31, 2007 and
August 31, 2006, respectively
    
    
    227,283
    
    
    
    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 May 31, 2007 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, 779,980,612 and 727,992,071 shares issued as of May
31, 2007
and August 31, 2006, respectively
    
    
    880,833
    
    
    
    819,962Restricted share units (related to Accenture Ltd Class A common shares)
    
    
    626,198
    
    
    
    482,289Additional paid-in capital
    
    
    3,654,038
    
    
    
    3,435,364Treasury shares, at cost: Class II common, 10,148,021 and 5,315,556 shares at May 31,
2007 and
August 31, 2006, respectively; Class III common, 225,687,389 and 194,117,186 shares at
May 31, 2007 and August 31, 2006, respectively
    
    
    (6,046,168
    )
    
    
    (4,809,618
    )Investment in Accenture Ltd shares, at cost, 10,571,443 and 342,359 shares at May 31,
2007 and
August 31, 2006, respectively
    
    
    (330,182
    )
    
    
    (9,054
    )Retained earnings
    
    
    2,908,992
    
    
    
    1,980,478Accumulated other comprehensive income (loss)
    
    
    42,614
    
    
    
    (26,494
    )Total shareholders equity
    
    
    2,508,395
    
    
    
    2,689,301TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    10,049,016
    
    
    $
    9,418,080
  3




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##### 



ACCENTURE SCA
 CONSOLIDATED INCOME STATEMENTS
For the Three and Nine Months Ended May 31, 2007 and 2006
(In thousands of U.S. dollars, except per share amounts)
(Unaudited)
 Three Months Ended May 31,
    
    
    Nine Months Ended May 31,2007
    
    
    2006
    
    
    2007
    
    
    2006REVENUES:Revenues before reimbursements
    
    $
    5,081,804
    
    
    $
    4,408,069
    
    
    $
    14,585,730
    
    
    $
    12,680,339Reimbursements
    
    
    461,880
    
    
    
    397,258
    
    
    
    1,293,666
    
    
    
    1,159,116Revenues
    
    
    5,543,684
    
    
    
    4,805,327
    
    
    
    15,879,396
    
    
    
    13,839,455OPERATING EXPENSES:Cost of services:Cost of services before reimbursable expenses
    
    
    3,471,962
    
    
    
    2,954,184
    
    
    
    10,138,578
    
    
    
    9,037,354Reimbursable expenses
    
    
    461,880
    
    
    
    397,258
    
    
    
    1,293,666
    
    
    
    1,159,116Cost of services
    
    
    3,933,842
    
    
    
    3,351,442
    
    
    
    11,432,244
    
    
    
    10,196,470Sales and marketing
    
    
    499,529
    
    
    
    453,709
    
    
    
    1,370,752
    
    
    
    1,255,859General and administrative costs
    
    
    421,946
    
    
    
    362,051
    
    
    
    1,206,654
    
    
    
    1,101,164Reorganization costs (benefits), net
    
    
    6,838
    
    
    
    (51,999
    )
    
    
    19,233
    
    
    
    (54,030
    )Total operating expenses
    
    
    4,862,155
    
    
    
    4,115,203
    
    
    
    14,028,883
    
    
    
    12,499,463OPERATING INCOME
    
    
    681,529
    
    
    
    690,124
    
    
    
    1,850,513
    
    
    
    1,339,992Gain on investments, net
    
    
    10,146
    
    
    
    15
    
    
    
    13,033
    
    
    
    3,245Interest income
    
    
    40,641
    
    
    
    31,571
    
    
    
    111,896
    
    
    
    86,505Interest expense
    
    
    (6,841
    )
    
    
    (4,852
    )
    
    
    (18,825
    )
    
    
    (14,095
    )Other expense
    
    
    (16,090
    )
    
    
    (4,971
    )
    
    
    (21,989
    )
    
    
    (18,113
    )INCOME BEFORE INCOME TAXES
    
    
    709,385
    
    
    
    711,887
    
    
    
    1,934,628
    
    
    
    1,397,534Provision for income taxes
    
    
    235,968
    
    
    
    213,088
    
    
    
    642,818
    
    
    
    466,777INCOME BEFORE MINORITY
INTEREST
    
    
    473,417
    
    
    
    498,799
    
    
    
    1,291,810
    
    
    
    930,757Minority interest in Accenture Canada Holdings Inc.
    
    
    (1,942
    )
    
    
    (2,365
    )
    
    
    (5,531
    )
    
    
    (4,462
    )Minority interest  other
    
    
    (6,092
    )
    
    
    (2,692
    )
    
    
    (16,407
    )
    
    
    (7,240
    )NET INCOME
    
    $
    465,383
    
    
    $
    493,742
    
    
    $
    1,269,872
    
    
    $
    919,055Cash dividends per share
    
    $
    
    
    
    $
    
    
    
    $
    0.35
    
    
    $
    0.30
  4




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##### 



ACCENTURE SCA
 CONSOLIDATED SHAREHOLDERS EQUITY AND COMPREHENSIVE INCOME STATEMENTS
For the Nine Months Ended May 31, 2007
(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 inShares
    
    
    Shares
    
    
    Shares
    
    
    Class A
    
    
    Additional
    
    
    Treasury Shares
    
    

Accenture Ltd
    
    
    
    
    
    Accumulated OtherNo.
    
    
    
    
    
    No.
    
    
    
    
    
    No.
    
    
    common
    
    
    Paid-in
    
    
    
    
    
    No.
    
    
    
    
    
    No.
    
    
    Retained
    
    
    Comprehensive$
    
    
    Shares
    
    
    $
    
    
    Shares
    
    
    $
    
    
    Shares
    
    
    shares)
    
    
    Capital
    
    
    $
    
    
    Shares
    
    
    $
    
    
    Shares
    
    
    Earnings
    
    

(Loss)
Income
    
    
    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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,269,872
    
    
    
    
    
    
    
    1,269,872Other
comprehensive
income:Unrealized
gains on
marketable
securities,
net of
reclassification
adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,574
    
    
    
    1,574Foreign
currency
translation
adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    67,534
    
    
    
    67,534Other
comprehensive
income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    69,108Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,338,980Income tax benefit
on share-based
compensation
plans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,171
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,171Issuances and
redemptions 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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,819
    )
    
    
    
    
    
    
    
    
    
    
    (321,128
    )
    
    
    (10,229
    )
    
    
    
    
    
    
    
    
    
    
    (336,947
    )Share-based
compensation
expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    179,602
    
    
    
    47,363
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    226,965Purchases/redemptions
of Accenture SCA
Class I common
shares
    
    
    (52,043
    )
    
    
    (46,476
    )
    
    
    
    
    
    
    
    
    
    
    52,043
    
    
    
    46,476
    
    
    
    
    
    
    
    
    
    
    
    (1,545,785
    )
    
    
    (46,476
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,545,785
    )Purchases/redemptions
of Accenture SCA
Class III common
shares and
Accenture
Canada Holdings
Inc. exchangeable
shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (24,197
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (24,197
    )Issuances of
Accenture SCA Class
III common
shares related to
employee share
programs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (51,526
    )
    
    
    
    
    
    
    513,742
    
    
    
    20,419
    
    
    
    
    
    
    
    
    
    
    
    (32,466
    )
    
    
    
    
    
    
    429,750Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,833
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (104,440
    )
    
    
    
    
    
    
    (88,607
    )Minority interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,216
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,216Balance as of
May 31, 2007
    
    $
    227,283
    
    
    
    202,757
    
    
    $
    544,787
    
    
    
    481,106
    
    
    $
    880,833
    
    
    
    779,981
    
    
    $
    626,198
    
    
    $
    3,654,038
    
    
    $
    (6,046,168
    )
    
    
    (235,835
    )
    
    $
    (330,182
    )
    
    
    (10,571
    )
    
    $
    2,908,992
    
    
    $
    42,614
    
    
    $
    2,508,395
  5




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##### 



ACCENTURE SCA
 CONSOLIDATED CASH FLOWS STATEMENTS
For the Nine Months Ended May 31, 2007 and 2006
(In thousands of U.S. dollars)
(Unaudited)
 2007
    
    
    2006CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    1,269,872
    
    
    $
    919,055Adjustments to reconcile Net income to Net cash provided by operating
activities Depreciation, amortization and asset impairments
    
    
    328,928
    
    
    
    229,033Reorganization costs (benefits), net
    
    
    19,233
    
    
    
    (54,030
    )Share-based compensation expense
    
    
    228,858
    
    
    
    200,530Deferred income taxes, net
    
    
    (91,873
    )
    
    
    (98,641
    )Minority interest
    
    
    21,938
    
    
    
    11,702Other, net
    
    
    (7,931
    )
    
    
    (963
    )Change in assets and liabilities, net of acquisitions (1) Receivables from clients, net
    
    
    (386,732
    )
    
    
    (166,397
    )Other current assets
    
    
    55,122
    
    
    
    18,619Unbilled services, current and non-current
    
    
    (217,862
    )
    
    
    426,729Other non-current assets
    
    
    (22,600
    )
    
    
    (12,993
    )Accounts payable
    
    
    (28,499
    )
    
    
    (18,175
    )Deferred revenues
    
    
    219,038
    
    
    
    228,037Accrued payroll and related benefits
    
    
    371,879
    
    
    
    87,519Income taxes payable
    
    
    233,814
    
    
    
    94,221Other accrued liabilities
    
    
    (157,595
    )
    
    
    28,235Other non-current liabilities
    
    
    17,934
    
    
    
    (34,856
    )Net cash provided by operating activities
    
    
    1,853,524
    
    
    
    1,857,625CASH FLOWS FROM INVESTING ACTIVITIES:Proceeds from maturities and sales of available-for-sale investments
    
    
    668,865
    
    
    
    580,746Purchases of available-for-sale investments
    
    
    (538,744
    )
    
    
    (190,049
    )Proceeds from sales of property and equipment
    
    
    12,577
    
    
    
    13,172Purchases of property and equipment
    
    
    (225,051
    )
    
    
    (209,166
    )Purchases of businesses and investments, net of cash acquired
    
    
    (33,616
    )
    
    
    (114,874
    )Net cash (used in) provided by investing activities
    
    
    (115,969
    )
    
    
    79,829CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common shares
    
    
    429,750
    
    
    
    385,144Purchases of common shares
    
    
    (2,111,381
    )
    
    
    (1,998,637
    )Proceeds from long-term debt
    
    
    2,367
    
    
    
    6,213Repayments of long-term debt
    
    
    (25,134
    )
    
    
    (22,706
    )Proceeds from short-term borrowings
    
    
    26,129
    
    
    
    38,860Repayments of short-term borrowings
    
    
    (26,931
    )
    
    
    (49,626
    )Cash dividends paid
    
    
    (88,607
    )
    
    
    (96,277
    )Excess tax benefits from share-based payment arrangements
    
    
    31,903
    
    
    
    30,625Other, net
    
    
    (17,353
    )
    
    
    (12,886
    )Net cash used in financing activities
    
    
    (1,779,257
    )
    
    
    (1,719,290
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    68,348
    
    
    
    91,562NET INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    26,646
    
    
    
    309,726CASH AND CASH EQUIVALENTS,beginning of period
    
    
    3,066,988
    
    
    
    2,483,990CASH AND CASH EQUIVALENTS,end of period
    
    $
    3,093,634
    
    
    $
    2,793,716
 
 (1)
    
    The change in assets and liabilities, net of acquisitions, for
the nine months ended May 31, 2006 includes the impact of a $450,000 loss
provision, net of usage of $20,176, recorded by the Company during
the nine months ended May 31, 2006.  6




---



##### 



ACCENTURE
SCA
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
(Unaudited)
 1. BASIS OF PRESENTATION
   2. REORGANIZATION COSTS (BENEFITS)
  7




---



##### 



ACCENTURE
SCA
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
(Unaudited)
  Three Months Ended
    
    
    Nine Months EndedMay 31,
    
    
    May 31,2007
    
    
    2006
    
    
    2007
    
    
    2006Reorganization liability,
beginning of period
    
    $
    374,182
    
    
    $
    374,524
    
    
    $
    350,864
    
    
    $
    381,440Final determinations (1)
    
    
    
    
    
    
    (57,683
    )
    
    
    
    
    
    
    (72,321
    )Changes in estimates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Benefit recorded
    
    
    
    
    
    
    (57,683
    )
    
    
    
    
    
    
    (72,321
    )Interest expense accrued
    
    
    6,838
    
    
    
    5,684
    
    
    
    19,233
    
    
    
    18,291Payments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Costs
    
    
    6,838
    
    
    
    (51,999
    )
    
    
    19,233
    
    
    
    (54,030
    )Foreign currency translation
    
    
    8,879
    
    
    
    21,884
    
    
    
    19,802
    
    
    
    16,999Reorganization liability, end of period
    
    $
    389,899
    
    
    $
    344,409
    
    
    $
    389,899
    
    
    $
    344,409
 
 (1)
    
    Includes final agreements with tax authorities and expirations of statutes of limitations.  3. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
  May 31,
    
    
    August 31,2007
    
    
    2006Unrealized losses on marketable securities, net of reclassification adjustments
    
    $
    (1,905
    )
    
    $
    (3,479
    )Foreign currency translation adjustments
    
    
    76,921
    
    
    
    9,387Minimum pension liability adjustments, net of tax of $22,863 and $22,863,
respectively
    
    
    (32,402
    )
    
    
    (32,402
    )Accumulated other comprehensive income (loss)
    
    $
    42,614
    
    
    $
    (26,494
    )
  May 31,2007
    
    2006Three months ended
    
    $
    518,540
    
    
    $
    544,552Nine months ended
    
    $
    1,338,980
    
    
    $
    963,583
 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 as of
    
    
    
    
    
    
    Currency
    
    
    Balance as ofAugust 31,
    
    
    Additions/
    
    
    Translation
    
    
    May 31,2006
    
    
    Adjustments
    
    
    Adjustments
    
    
    2007Communications & High Tech
    
    $
    82,739
    
    
    $
    17,308
    
    
    $
    3,288
    
    
    $
    103,335Financial Services
    
    
    123,592
    
    
    
    (10,240
    )
    
    
    1,367
    
    
    
    114,719Government
    
    
    33,253
    
    
    
    (4,434
    )
    
    
    904
    
    
    
    29,723Products
    
    
    258,390
    
    
    
    (8,369
    )
    
    
    3,259
    
    
    
    253,280Resources
    
    
    29,674
    
    
    
    (3,318
    )
    
    
    976
    
    
    
    27,332Total
    
    $
    527,648
    
    
    $
    (9,053
    )
    
    $
    9,794
    
    
    $
    528,389
  5. RETIREMENT PLANS
  Pension BenefitsThree Months Ended May 31,2007
    
    
    2006Components of pension benefits expense
    
    U.S. Plans
    
    
    Non-U.S. Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    12,706
    
    
    $
    13,629
    
    
    $
    16,103
    
    
    $
    12,172Interest cost
    
    
    13,510
    
    
    
    7,138
    
    
    
    12,481
    
    
    
    5,284Expected return on plan assets
    
    
    (14,946
    )
    
    
    (6,637
    )
    
    
    (13,080
    )
    
    
    (4,949
    )Amortization of loss
    
    
    325
    
    
    
    354
    
    
    
    7,785
    
    
    
    462Amortization of prior service cost
    
    
    182
    
    
    
    151
    
    
    
    287
    
    
    
    380Total
    
    $
    11,777
    
    
    $
    14,635
    
    
    $
    23,576
    
    
    $
    13,349
 Pension BenefitsNine Months Ended May 31,2007
    
    
    2006Components of pension benefits expense
    
    U.S. Plans
    
    
    Non-U.S. Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    38,118
    
    
    $
    40,465
    
    
    $
    48,308
    
    
    $
    37,176Interest cost
    
    
    40,530
    
    
    
    21,135
    
    
    
    37,442
    
    
    
    15,796Expected return on plan assets
    
    
    (44,838
    )
    
    
    (19,718
    )
    
    
    (39,239
    )
    
    
    (14,636
    )Amortization of transitional obligation
    
    
    
    
    
    
    (20
    )
    
    
    
    
    
    
    Amortization of loss
    
    
    975
    
    
    
    1,048
    
    
    
    23,355
    
    
    
    1,381Amortization of prior service cost
    
    
    546
    
    
    
    461
    
    
    
    861
    
    
    
    1,144Special termination benefits charge
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    501Total
    
    $
    35,331
    
    
    $
    43,371
    
    
    $
    70,727
    
    
    $
    41,362
 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)
 Postretirement BenefitsThree Months Ended May 31,2007
    
    
    2006Components of postretirement benefits expense
    
    U.S. Plans
    
    
    Non-U.S. Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    1,666
    
    
    $
    295
    
    
    $
    2,526
    
    
    $
    532Interest cost
    
    
    1,520
    
    
    
    371
    
    
    
    1,538
    
    
    
    446Expected return on plan assets
    
    
    (375
    )
    
    
    
    
    
    
    (355
    )
    
    
    Amortization of transitional obligation
    
    
    20
    
    
    
    
    
    
    
    20
    
    
    
    Amortization of loss
    
    
    
    
    
    
    16
    
    
    
    630
    
    
    
    317Amortization of prior service cost
    
    
    (200
    )
    
    
    (185
    )
    
    
    (200
    )
    
    
    (335
    )Total
    
    $
    2,631
    
    
    $
    497
    
    
    $
    4,159
    
    
    $
    960
 Postretirement BenefitsNine Months Ended May 31,2007
    
    
    2006Components of postretirement benefits expense
    
    U.S. Plans
    
    
    Non-U.S. Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    5,000
    
    
    $
    918
    
    
    $
    7,577
    
    
    $
    1,576Interest cost
    
    
    4,560
    
    
    
    1,154
    
    
    
    4,613
    
    
    
    1,323Expected return on plan assets
    
    
    (1,125
    )
    
    
    
    
    
    
    (1,064
    )
    
    
    Amortization of transitional obligation
    
    
    60
    
    
    
    
    
    
    
    59
    
    
    
    Amortization of loss
    
    
    
    
    
    
    49
    
    
    
    1,889
    
    
    
    171Amortization of prior service cost
    
    
    (600
    )
    
    
    (574
    )
    
    
    (601
    )
    
    
    (223
    )Total
    
    $
    7,895
    
    
    $
    1,547
    
    
    $
    12,473
    
    
    $
    2,847
 6. MATERIAL TRANSACTIONS AFFECTING SHAREHOLDERS EQUITY
 Share Purchase Activity
  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)
  Accenture SCA Class I CommonAccenture Ltd Class A
    
    
    Shares and Accenture CanadaCommon Shares
    
    
    Holdings Inc. Exchangeable Shares
    
    
    TotalShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    AmountDiscounted Tender Offers (1)
    
    
    
    
    
    $
    
    
    
    
    16,538,239
    
    
    $
    485,245
    
    
    
    16,538,239
    
    
    $
    485,245Other Share Purchase Programs:Accenture SCA Class I
common shares
    
    
    
    
    
    
    
    
    
    
    29,938,035
    
    
    
    1,060,540
    
    
    
    29,938,035
    
    
    
    1,060,540Accenture Canada Holdings Inc.
exchangeable shares
    
    
    
    
    
    
    
    
    
    
    671,263
    
    
    
    24,197
    
    
    
    671,263
    
    
    
    24,197Accenture Ltd Class A
common shares (2)
    
    
    9,858,011
    
    
    
    308,762
    
    
    
    
    
    
    
    
    
    
    
    9,858,011
    
    
    
    308,762Other purchases (3)
    
    
    842,524
    
    
    
    28,185
    
    
    
    
    
    
    
    
    
    
    
    842,524
    
    
    
    28,185Inter-company redemptions of SCAClass II common shares and SCAClass III common shares (4)
    
    
    
    
    
    
    
    
    
    
    10,344,732
    
    
    
    204,452
    
    
    
    10,344,732
    
    
    
    204,452Total
    
    
    10,700,535
    
    
    $
    336,947
    
    
    
    57,492,269
    
    
    $
    1,774,434
    
    
    
    68,192,804
    
    
    $
    2,111,381
 
 (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, of 7,538,172 shares at a price of $24.75 per share, resulting in a
cash outlay of approximately $187,195. On March 8, 2007, 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 April 9, 2007, of 9,000,067 shares at a price of
$33.00 per share, resulting in a cash outlay of approximately $298,050.(2)
    
    On November 13, 2006, Accenture Finance (Gibraltar) Ltd, an indirect subsidiary of Accenture
SCA, purchased 1,979,450 Accenture Ltd Class A common shares at a price of $24.75 per share,
resulting in a cash outlay of approximately $48,991. On May 15, 2007, Accenture Equity Finance
B.V., an indirect subsidiary of Accenture SCA, purchased 7,878,561 Accenture Ltd Class A
common shares at a per share price of $33.00 or its local currency equivalent based on
exchange rates applicable on April 4, 2007, resulting in a cash outlay of approximately
$259,771. Shares in both transactions were purchased from certain former senior executives
residing outside the United States.(3)
    
    During the nine months ended May 31, 2007, as authorized under Accentures various employee
equity share plans, Accenture and the Company acquired Accenture Ltd Class A common shares
primarily via share withholding for payroll tax obligations due from employees and former
employees in connection with the delivery of Accenture Ltd Class A common shares under those
plans.(4)
    
    On November 15, 2006, the Company redeemed 4,832,465
Accenture SCA 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.   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)
 Dividend
  Class III Common Shares
  May 31, 2007
    
    
    August 31, 2006Title of Issuance
    
    Authorized
    
    
    Issued Shares
    
    
    Amount
    
    
    Issued Shares
    
    
    AmountClass III
    
    
    9,782,549,738
    
    
    
    562,530,350
    
    
    $
    635,519
    
    
    
    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
    
    
    
    779,980,612
    
    
    $
    880,833
    
    
    
    727,992,071
    
    
    $
    819,962
 Modifications to Restrictions on the Transfer of Certain Accenture Shares
  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)
 7. COMMITMENTS AND CONTINGENCIES
 Commitments and Guarantees
     Legal Contingencies
  8. SEGMENT REPORTING
  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)
 Three Months Ended May 31,2007
    
    
    2006Revenues Before
    
    
    Operating
    
    
    Revenues Before
    
    
    OperatingReimbursements
    
    
    Income
    
    
    Reimbursements
    
    
    IncomeCommunications & High Tech
    
    $
    1,200,761
    
    
    $
    168,021
    
    
    $
    1,079,220
    
    
    $
    173,516Financial Services
    
    
    1,107,506
    
    
    
    106,144
    
    
    
    921,676
    
    
    
    125,542Government
    
    
    638,058
    
    
    
    74,408
    
    
    
    598,842
    
    
    
    66,136Products
    
    
    1,279,838
    
    
    
    192,813
    
    
    
    1,116,766
    
    
    
    229,951Resources
    
    
    849,673
    
    
    
    140,143
    
    
    
    687,412
    
    
    
    94,979Other
    
    
    5,968
    
    
    
    
    
    
    
    4,153
    
    
    
    Total
    
    $
    5,081,804
    
    
    $
    681,529
    
    
    $
    4,408,069
    
    
    $
    690,124Nine Months Ended May 31,2007
    
    
    2006Revenues Before
    
    
    Operating
    
    
    Revenues Before
    
    
    OperatingReimbursements
    
    
    Income
    
    
    Reimbursements
    
    
    Income (Loss)Communications & High Tech
    
    $
    3,383,315
    
    
    $
    416,022
    
    
    $
    3,152,853
    
    
    $
    523,310Financial Services
    
    
    3,225,420
    
    
    
    343,845
    
    
    
    2,609,910
    
    
    
    309,477Government
    
    
    1,920,950
    
    
    
    195,399
    
    
    
    1,794,648
    
    
    
    (8,826
    )Products
    
    
    3,639,600
    
    
    
    540,223
    
    
    
    3,138,006
    
    
    
    265,006Resources
    
    
    2,400,083
    
    
    
    355,024
    
    
    
    1,976,764
    
    
    
    251,025Other
    
    
    16,362
    
    
    
    
    
    
    
    8,158
    
    
    
    Total
    
    $
    14,585,730
    
    
    $
    1,850,513
    
    
    $
    12,680,339
    
    
    $
    1,339,992
 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, 88, 106, and 132(R)
 Considering the
Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements
 14




---



##### 



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 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 management 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 of operations may be affected by the rate of growth in the use of technology
in business and the type and level of technology spending by our clients.
    
    Our profitability could suffer if we are not able to maintain favorable pricing rates.
    
    Our profitability could suffer if we are not able to maintain favorable utilization rates.
    
    If our pricing structures do not accurately anticipate the cost and complexity of
performing our work, then our contracts could be unprofitable.
 15




---



##### 




    
    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 general
partner, 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.
    
    The share price of Accenture Ltd Class A common shares has fluctuated in the past and
could continue to fluctuate, including in response to variability in revenues, operating
results and profitability, and as a result 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.
  Overview
  16




---



##### 



17




---



##### 



The NHS Contracts
  Bookings and Backlog
   18




---



##### 



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




---



##### 



Percent of TotalRevenues BeforePercent
    
    
    Reimbursements forThree Months Ended
    
    
    Percent
    
    
    Increase
    
    
    the Three MonthsMay 31,
    
    
    Increase
    
    
    Local
    
    
    Ended May 31,2007
    
    
    2006
    
    
    US$
    
    
    Currency
    
    
    2007
    
    
    2006(in millions)OPERATING GROUPSCommunications & High Tech
    
    $
    1,201
    
    
    $
    1,079
    
    
    
    11
    %
    
    
    5
    %
    
    
    24
    %
    
    
    24
    %Financial Services
    
    
    1,107
    
    
    
    922
    
    
    
    20
    
    
    
    12
    
    
    
    22
    
    
    
    21Government
    
    
    638
    
    
    
    599
    
    
    
    7
    
    
    
    2
    
    
    
    12
    
    
    
    14Products
    
    
    1,280
    
    
    
    1,117
    
    
    
    15
    
    
    
    9
    
    
    
    25
    
    
    
    25Resources
    
    
    850
    
    
    
    687
    
    
    
    24
    
    
    
    18
    
    
    
    17
    
    
    
    16Other
    
    
    6
    
    
    
    4
    
    
    
    n/m
    
    
    
    n/m
    
    
    
    
    
    
    
    TOTAL Revenues Before Reimbursements
    
    
    5,082
    
    
    
    4,408
    
    
    
    15
    %
    
    
    9
    %
    
    
    100
    %
    
    
    100
    %Reimbursements
    
    
    462
    
    
    
    397
    
    
    
    16TOTAL REVENUES
    
    $
    5,544
    
    
    $
    4,805
    
    
    
    15
    %GEOGRAPHYAmericas
    
    $
    2,157
    
    
    $
    2,018
    
    
    
    7
    %
    
    
    6
    %
    
    
    42
    %
    
    
    46
    %EMEA (1)
    
    
    2,468
    
    
    
    2,073
    
    
    
    19
    
    
    
    8
    
    
    
    49
    
    
    
    47Asia Pacific
    
    
    457
    
    
    
    317
    
    
    
    44
    
    
    
    37
    
    
    
    9
    
    
    
    7TOTAL Revenues Before Reimbursements
    
    $
    5,082
    
    
    $
    4,408
    
    
    
    15
    %
    
    
    9
    %
    
    
    100
    %
    
    
    100
    %TYPE OF WORKConsulting
    
    $
    3,076
    
    
    $
    2,657
    
    
    
    16
    %
    
    
    9
    %
    
    
    61
    %
    
    
    60
    %Outsourcing
    
    
    2,006
    
    
    
    1,751
    
    
    
    15
    
    
    
    9
    
    
    
    39
    
    
    
    40TOTAL Revenues Before Reimbursements
    
    $
    5,082
    
    
    $
    4,408
    
    
    
    15
    %
    
    
    9
    %
    
    
    100
    %
    
    
    100
    %
 
 n/m = not meaningful  Three Months Ended May 31, 2007 Compared to Three Months Ended May 31, 2006
 Revenues
     20




---



##### 



Operating Expenses
  Cost of Services
  Sales and Marketing
  General and Administrative Costs
  21




---



##### 



Reorganization Costs (Benefits)
  Operating Income
  Three Months Ended May 31,Effect of
    
    
    NetIncrease
    
    
    Reorganization
    
    
    Increase2007
    
    
    2006
    
    
    (Decrease)
    
    
    Benefits (1)
    
    
    (Decrease) (2)(in millions)Communications & High Tech
    
    $
    168
    
    
    $
    173
    
    
    $
    (5
    )
    
    $
    14
    
    
    $
    8Financial Services
    
    
    106
    
    
    
    126
    
    
    
    (20
    )
    
    
    12
    
    
    
    (8
    )Government
    
    
    75
    
    
    
    66
    
    
    
    9
    
    
    
    9
    
    
    
    17Products
    
    
    193
    
    
    
    230
    
    
    
    (37
    )
    
    
    14
    
    
    
    (23
    )Resources
    
    
    140
    
    
    
    95
    
    
    
    45
    
    
    
    9
    
    
    
    54Total
    
    $
    682
    
    
    $
    690
    
    
    $
    (8
    )
    
    $
    58
    
    
    $
    50
 
 (1)
    
    Represents the effect of reorganization benefits recorded during the three months ended May
31, 2006.(2)
    
    May not total due to rounding.  
    
    Communications & High Tech operating income increased due to revenue growth, offset by
higher annual bonus accruals and a decline in contract margins due to a lower proportion of
high-margin consulting contracts.
    
    Financial Services operating income decreased due to delivery inefficiencies on several
contracts and higher annual bonus accruals, partially offset by revenue growth and
lower sales and marketing costs as a percentage of revenues before reimbursements.
    
    Government operating income increased due to revenue growth and improved consulting
contract margins, partially offset by higher annual bonus accruals.
    
    Products operating income decreased due to the impact of revenue recognized in connection
with a contract termination in our Retail industry group in our EMEA region during the three
months ended May 31, 2006 and to higher annual bonus accruals during the three months ended
May 31, 2007, partially offset by strong revenue growth and improved consulting contract
margins.
 22




---



##### 




    
    Resources operating income increased due to strong revenue growth and improved contract
margins, partially offset by higher annual bonus accruals.
 Gain on Investments, net
  Interest Income
  Other Expense
  Provision for Income Taxes
   23




---



##### 



Nine Months Ended May 31, 2007 Compared to Nine Months Ended May 31, 2006
  Percent of TotalRevenues BeforePercent
    
    
    Reimbursements forNine Months Ended
    
    
    
    
    
    
    Increase
    
    
    the Nine MonthsMay 31,
    
    
    Percent
    
    
    Local
    
    
    Ended May 31,2007
    
    
    2006
    
    
    Increase US $
    
    
    Currency
    
    
    2007
    
    
    2006(in millions)OPERATING GROUPSCommunications & High Tech
    
    $
    3,383
    
    
    $
    3,153
    
    
    
    7
    %
    
    
    3
    %
    
    
    23
    %
    
    
    25
    %Financial Services
    
    
    3,226
    
    
    
    2,610
    
    
    
    24
    
    
    
    17
    
    
    
    22
    
    
    
    20Government
    
    
    1,921
    
    
    
    1,795
    
    
    
    7
    
    
    
    4
    
    
    
    13
    
    
    
    14Products
    
    
    3,640
    
    
    
    3,138
    
    
    
    16
    
    
    
    11
    
    
    
    25
    
    
    
    25Resources
    
    
    2,400
    
    
    
    1,976
    
    
    
    21
    
    
    
    17
    
    
    
    17
    
    
    
    16Other
    
    
    16
    
    
    
    8
    
    
    
    n/m
    
    
    
    n/m
    
    
    
    
    
    
    
    TOTAL Revenues Before Reimbursements
    
    
    14,586
    
    
    
    12,680
    
    
    
    15
    %
    
    
    10
    %
    
    
    100
    %
    
    
    100
    %Reimbursements
    
    
    1,293
    
    
    
    1,159
    
    
    
    12TOTAL REVENUES
    
    $
    15,879
    
    
    $
    13,839
    
    
    
    15
    %GEOGRAPHYAmericas
    
    $
    6,290
    
    
    $
    5,772
    
    
    
    9
    %
    
    
    8
    %
    
    
    43
    %
    
    
    46
    %EMEA
    
    
    7,104
    
    
    
    5,998
    
    
    
    18
    
    
    
    10
    
    
    
    49
    
    
    
    47Asia Pacific
    
    
    1,192
    
    
    
    910
    
    
    
    31
    
    
    
    27
    
    
    
    8
    
    
    
    7TOTAL Revenues Before Reimbursements
    
    $
    14,586
    
    
    $
    12,680
    
    
    
    15
    %
    
    
    10
    %
    
    
    100
    %
    
    
    100
    %TYPE OF WORKConsulting
    
    $
    8,819
    
    
    $
    7,699
    
    
    
    15
    %
    
    
    10
    %
    
    
    60
    %
    
    
    61
    %Outsourcing
    
    
    5,767
    
    
    
    4,981
    
    
    
    16
    
    
    
    11
    
    
    
    40
    
    
    
    39TOTAL Revenues Before Reimbursements
    
    $
    14,586
    
    
    $
    12,680
    
    
    
    15
    %
    
    
    10
    %
    
    
    100
    %
    
    
    100
    %
 Revenues
     24




---



##### 



Operating Expenses
  Cost of Services
  Sales and Marketing
  General and Administrative Costs
  25




---



##### 



Reorganization Costs (Benefits)
  Operating Income
  Nine Months Ended May 31,Effect of
    
    
    NetIncrease
    
    
    Reorganization
    
    
    Increase2007
    
    
    2006
    
    
    (Decrease)
    
    
    Benefits (1)
    
    
    (Decrease) (2)(in millions)Communications
& High Tech
    
    $
    416
    
    
    $
    523
    
    
    $
    (107
    )
    
    $
    17
    
    
    $
    (90
    )Financial Services
    
    
    344
    
    
    
    310
    
    
    
    34
    
    
    
    15
    
    
    
    50Government
    
    
    196
    
    
    
    (9
    )
    
    
    205
    
    
    
    11
    
    
    
    216Products
    
    
    540
    
    
    
    265
    
    
    
    275
    
    
    
    18
    
    
    
    293Resources
    
    
    355
    
    
    
    251
    
    
    
    104
    
    
    
    11
    
    
    
    116Total
    
    $
    1,851
    
    
    $
    1,340
    
    
    $
    511
    
    
    $
    72
    
    
    $
    585
 
 (1)
    
    Represents the effect of reorganization benefits recorded during the nine months ended May 31,
2006.(2)
    
    May not total due to rounding.  
    
    Communications & High Tech operating income decreased due to higher compensation costs
and a decline in contract margins due to a lower proportion of high-margin consulting
contracts.
    
    Financial Services operating income increased due to revenue growth, higher
utilization and lower sales and marketing costs as a percentage of revenues before
reimbursements, partially offset by higher compensation costs and delivery inefficiencies on
several contracts.
    
    Government recorded operating income for the nine months ended May 31, 2007, compared to
an operating loss for the nine months ended May 31, 2006 due to the impact of a $225 million
loss provision associated with the NHS Contracts recorded during the second quarter of
fiscal 2006. The fiscal 2007 operating income also reflects revenue growth and improved
consulting contract margins, offset by higher compensation costs and asset impairments
associated with an outsourcing contract recorded during the first quarter of fiscal 2007.
    
    Products operating income increased due to strong revenue growth and improved consulting
contract margins, partially offset by higher compensation costs. The fiscal 2007 operating
income also increased due to the impact of a $225 million loss
 26




---



##### 



provision associated with the
NHS Contracts recorded during the second quarter of fiscal 2006, partially offset by the
impact of revenue recognized in connection with a contract termination in our Retail
industry group in our EMEA region during the third quarter of fiscal 2006.
    
    Resources operating income increased due to strong revenue growth and improved contract
margins, partially offset by higher compensation costs.
  Gain on Investments, net
  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.
  27




---



##### 



Nine Months Ended May 31,2007
    
    
    2006
    
    
    Change(in millions)Net cash provided by (used in):Operating activities
    
    $
    1,854
    
    
    $
    1,858
    
    
    $
    (4
    )Investing activities
    
    
    (116
    )
    
    
    80
    
    
    
    (196
    )Financing activities
    
    
    (1,779
    )
    
    
    (1,719
    )
    
    
    (60
    )Effect of exchange rate changes on cash
and cash equivalents
    
    
    68
    
    
    
    91
    
    
    
    (23
    )Net increase in cash and cash equivalents
    
    $
    27
    
    
    $
    310
    
    
    $
    (283
    )
 Operating Activities
 Investing Activities.
 Financing Activities.
  Borrowing Facilities
  BorrowingsUnderFacility Amount
    
    
    Facilities(in millions)Syndicated loan facility
    
    $
    1,200
    
    
    $
    Separate bilateral, uncommitted, unsecured
multicurrency revolving credit facilities
    
    
    350
    
    
    
    2Local guaranteed and non-guaranteed lines of credit
    
    
    139
    
    
    
    Total
    
    $
    1,689
    
    
    $
    2
  Client Financing
  28




---



##### 



May 31,
    
    
    August 31,2007
    
    
    2006(in millions, except number of clients)Number of clients
    
    
    21
    
    
    
    25Client financing included in Current unbilled services
    
    $
    98
    
    
    $
    158Client financing included in Non-current unbilled
services
    
    
    62
    
    
    
    105Total client financing, current and non-current
    
    $
    160
    
    
    $
    263
  Share Purchases and Redemptions
   Accenture SCA Class I CommonAccenture Ltd Class A
    
    
    Shares and Accenture CanadaCommon Shares
    
    
    Holdings Inc. Exchangeable Shares
    
    
    TotalShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    AmountDiscounted Tender Offers (1)
    
    
    
    
    
    $
    
    
    
    
    16,538,239
    
    
    $
    485
    
    
    
    16,538,239
    
    
    $
    485Other Share Purchase Programs:Accenture SCA Class I
common shares
    
    
    
    
    
    
    
    
    
    
    29,938,035
    
    
    
    1,061
    
    
    
    29,938,035
    
    
    
    1,061Accenture Canada Holdings Inc.
exchangeable shares
    
    
    
    
    
    
    
    
    
    
    671,263
    
    
    
    24
    
    
    
    671,263
    
    
    
    24Accenture Ltd Class A
common shares (2)
    
    
    9,858,011
    
    
    
    309
    
    
    
    
    
    
    
    
    
    
    
    9,858,011
    
    
    
    309Other purchases (3)
    
    
    842,524
    
    
    
    28
    
    
    
    
    
    
    
    
    
    
    
    842,524
    
    
    
    28Inter-company redemptions of SCAClass II common shares and SCAClass III common shares (4)
    
    
    
    
    
    
    
    
    
    
    10,344,732
    
    
    
    204
    
    
    
    10,344,732
    
    
    
    204Total
    
    
    10,700,535
    
    
    $
    337
    
    
    
    57,492,269
    
    
    $
    1,774
    
    
    
    68,192,804
    
    
    $
    2,111
 
 (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, of 7,538,172
shares at a price of $24.75 per share, resulting in a cash outlay of approximately $187
million. On March 8, 2007, we made a tender offer to Accenture SCA Class I common shareholders
that resulted in share redemptions and purchases, effective April 9, 2007, of 9,000,067 shares
at a price of $33.00 per share, resulting in a cash outlay of approximately $298 million.(2)
    
    On November 13, 2006, Accenture Finance (Gibraltar) Ltd, an indirect subsidiary of Accenture
SCA, purchased 1,979,450 Accenture Ltd Class A common shares at a price of $24.75 per share,
resulting in a cash outlay of approximately $49 million. On May 15, 2007, Accenture Equity
Finance B.V., an indirect subsidiary of Accenture SCA, purchased 7,878,561 Accenture Ltd Class
A common shares at a per share price of $33.00 or its local currency equivalent based on
exchange rates applicable on 29




---



##### 



April 4, 2007, resulting in a cash outlay of approximately $260
million. Shares in both transactions were purchased from certain former senior executives
residing outside the United States.(3)
    
    During the nine months ended May 31, 2007, as authorized under Accentures various employee
equity share plans, Accenture and we acquired Accenture Ltd Class A common shares primarily
via share withholding for payroll tax obligations due from employees and former employees in
connection with the delivery of Accenture Ltd Class A common shares under those plans.(4)
    
    On November 15, 2006, we redeemed 4,832,465 Accenture
SCA 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
   Newly Issued Accounting Standards
 Accounting for Uncertainty in Income Taxes-an interpretation of FASB
Statement No. 109
 30




---



##### 



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
  PART II  OTHER INFORMATION
 ITEM
1. LEGAL PROCEEDINGS
     31




---



##### 



ITEM 1A. RISK FACTORS
         32




---



##### 



Number of Accenture
    
    
    
    
    
    
    
    
    
    Total number ofLtd Class A common
    
    Effect of waiver
    
    Accenture Ltd Classshares, SCA Class I
    
    Number of additional covered shares that
    
    A common shares,common shares and
    
    are scheduled to become available for
    
    SCA Class I commonAccenture Canada
    
    transfer due to waiver
    
    shares and AccentureHoldings Inc.
    
    
    
    
    
    Accenture SCA
    
    Canada Holdings Inc.exchangeable shares
    
    
    
    
    
    Class I common
    
    exchangeable sharesthat are scheduled to
    
    
    
    
    
    shares and Accenture
    
    that are scheduled tobecome available for
    
    
    
    
    
    Canada Holdings Inc.
    
    become available fortransfer - prior to
    
    Accenture Ltd Class A
    
    exchangeable
    
    transfer includingwaiver
    
    common shares
    
    shares
    
    waiver(millions of shares)4th Quarter Fiscal 2007
    
    
    17.3
    
    
    
    3.3
    
    
    
    11.1
    
    
    
    31.81st Quarter Fiscal 2008
    
    
    
    
    
    
    2.0
    
    
    
    5.7
    
    
    
    7.72nd Quarter Fiscal 2008
    
    
    
    
    
    
    2.0
    
    
    
    5.7
    
    
    
    7.73rd Quarter Fiscal 2008
    
    
    
    
    
    
    2.0
    
    
    
    5.7
    
    
    
    7.74th Quarter Fiscal 2008
    
    
    37.7
    
    
    
    2.0
    
    
    
    5.7
    
    
    
    45.41st Quarter Fiscal 2009
    
    
    
    
    
    
    2.0
    
    
    
    5.7
    
    
    
    7.72nd Quarter Fiscal 2009
    
    
    
    
    
    
    2.0
    
    
    
    5.7
    
    
    
    7.73rd Quarter Fiscal 2009
    
    
    
    
    
    
    2.0
    
    
    
    5.7
    
    
    
    7.74th Quarter Fiscal 2009
    
    
    100.3
    
    
    
    2.0
    
    
    
    5.7
    
    
    
    108.0Later of 4th Quarter
Fiscal 2009 or end of employment
with the Company
    
    
    76.0
    
    
    
    
    
    
    
    
    
    
    
    
 33




---



##### 



ITEM 2.
    
    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 Purchases and redemptions of Accenture SCA Class I common shares and Accenture Canada Holdings Inc.
exchangeable shares
  Approximate DollarTotal Number of 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 SCAMarch 1, 2007  March 31, 2007Class I common shares
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    April 1, 2007  April 30, 2007Class I common shares
    
    
    12,856,099
    
    
    $
    34.78
    
    
    
    
    
    
    
    May 1, 2007  May 31, 2007Class I common shares
    
    
    2,955,360
    
    
    $
    38.53
    
    
    
    
    
    
    
    TotalClass I common shares (2)
    
    
    15,811,459
    
    
    $
    35.48
    
    
    
    
    
    
    
    Accenture Canada Holdings Inc.March 1, 2007  March 31, 2007Exchangeable shares
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    April 1, 2007  April 30, 2007Exchangeable shares
    
    
    117,120
    
    
    $
    38.64
    
    
    
    
    
    
    
    May 1, 2007  May 31, 2007Exchangeable shares
    
    
    111,859
    
    
    $
    38.34
    
    
    
    
    
    
    
    TotalExchangeable shares (2)
    
    
    228,979
    
    
    $
    38.50
    
    
    
    
    
    
    
    
 
 (1)
    
    As of May 31, 2007, the Board of Directors of Accenture had authorized an aggregate of $5.7
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 May 31, 2007, an aggregate of $1,048 million
remained available for these purchases and redemptions.(2)
    
    During the third quarter of fiscal 2007, we redeemed and purchased a total of 15,811,459
Accenture SCA Class I common shares and 228,979 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
   34




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##### 



Purchases and redemptions of Accenture Ltd Class A common shares and Class X common 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
    
    Paid per Share
    
    Plans or Programs (1)
    
    or Programs(in millions)March 1, 2007  March 31, 2007Class A common shares
    
    
    9,247
    
    
    $
    35.37
    
    
    
    
    
    
    $
    978Class X common shares
    
    
    87,230
    
    
    $
    0.0000225
    
    
    
    
    
    
    
    April 1, 2007  April 30, 2007Class A common shares
    
    
    4,901
    
    
    $
    38.24
    
    
    
    
    
    
    $
    978Class X common shares
    
    
    11,160,544
    
    
    $
    0.0000225
    
    
    
    
    
    
    
    May 1, 2007  May 31, 2007Class A common shares
    
    
    8,003,116
    
    
    $
    33.10
    
    
    
    
    
    
    $
    978Class X common shares
    
    
    2,168,699
    
    
    $
    0.0000225
    
    
    
    
    
    
    
    TotalClass A common shares (1)(2)(3)
    
    
    8,017,264
    
    
    $
    33.11
    
    
    
    
    
    
    $
    978Class X common shares (4)
    
    
    13,416,473
    
    
    $
    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 third 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 May 31, 2007, 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 third quarter of fiscal 2007, Accenture and the
Company purchased 138,703
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 third quarter of fiscal 2007, Accenture Equity Finance B.V., an indirect
subsidiary of Accenture SCA, purchased 7,878,561 Accenture Ltd Class A common shares at a per
share price of $33.00 or its local currency equivalent based on exchange rates applicable on
April 4, 2007.(4)
    
    During the third quarter of fiscal 2007, Accenture redeemed 13,416,473 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
  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  35




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##### 



ITEM 5. OTHER INFORMATION
   36




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##### 



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
 37




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##### 



SIGNATURES
   ACCENTURE SCABy:
    /s/ Pamela J. CraigName:
    Pamela J. CraigTitle:
    Chief Financial Officer of Accenture Ltd,
general partner of Accenture SCA 38