UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED May 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROM           TO
 Commission File Number: 000-49713
 ACCENTURE SCA
 (Exact name of registrant as specified in its charter)
 Luxembourg(State or other jurisdiction of 
incorporation or organization)
    
    98-0351796(I.R.S. Employer
Identification No.)
 46A, Avenue J.F. Kennedy
L-1855 Luxembourg  (Address of principal executive offices)
 (352) 26 42 35 00  (Registrants telephone number, including area code)
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
 




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##### 



ACCENTURE SCA
 INDEX
 PagePart I. Financial InformationItem 1. Financial Statements
    
    
    3Consolidated Balance Sheets as of May 31, 2008 (Unaudited) and August 31, 2007
    
    
    3Consolidated Income Statements (Unaudited) for the three and nine months ended May 31, 2008 and 2007
    
    
    4Consolidated Shareholders Equity and Comprehensive Income Statements (Unaudited) for the nine months ended May 31, 2008
    
    
    5Consolidated Cash Flows Statements (Unaudited) for the nine months ended May 31, 2008 and 2007
    
    
    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
    
    
    33Item 3. Defaults upon Senior Securities
    
    
    35Item 4. Submission of Matters to a Vote of Security Holders
    
    
    35Item 5. Other Information
    
    
    35Item 6. Exhibits
    
    
    35Signatures
    
    
    36
  2




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##### 



PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 ACCENTURE SCA
 
 CONSOLIDATED BALANCE SHEETS
May 31, 2008 and August 31, 2007
(In thousands of U.S. dollars, except share and per share amounts)
 May 31,
    
    
    August 31,2008
    
    
    2007(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    3,326,423
    
    
    $
    3,314,396Short-term investments
    
    
    28,225
    
    
    
    231,278Receivables from clients, net
    
    
    2,838,388
    
    
    
    2,409,299Unbilled services, net
    
    
    1,619,980
    
    
    
    1,290,035Deferred income taxes, net
    
    
    385,712
    
    
    
    318,172Other current assets
    
    
    414,822
    
    
    
    407,998Total current assets
    
    
    8,613,550
    
    
    
    7,971,178NON-CURRENT ASSETS:Unbilled services, net
    
    
    52,544
    
    
    
    63,995Investments
    
    
    25,085
    
    
    
    81,935Property and equipment, net of accumulated depreciation of $1,731,688 and $1,556,146, respectively
    
    
    819,054
    
    
    
    808,069Goodwill
    
    
    816,650
    
    
    
    643,728Deferred income taxes, net
    
    
    585,009
    
    
    
    389,858Other non-current assets
    
    
    1,005,513
    
    
    
    788,399Total non-current assets
    
    
    3,303,855
    
    
    
    2,775,984TOTAL ASSETS
    
    $
    11,917,405
    
    
    $
    10,747,162LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Current portion of long-term debt and bank borrowings
    
    $
    4,232
    
    
    $
    23,795Accounts payable
    
    
    1,008,382
    
    
    
    985,071Deferred revenues
    
    
    1,851,931
    
    
    
    1,785,286Accrued payroll and related benefits
    
    
    2,550,400
    
    
    
    2,274,098Income taxes payable
    
    
    215,016
    
    
    
    942,310Deferred income taxes, net
    
    
    51,458
    
    
    
    39,078Other accrued liabilities
    
    
    864,664
    
    
    
    912,978Total current liabilities
    
    
    6,546,083
    
    
    
    6,962,616NON-CURRENT LIABILITIES:Long-term debt
    
    
    2,490
    
    
    
    2,565Retirement obligation
    
    
    530,069
    
    
    
    494,416Deferred income taxes, net
    
    
    38,600
    
    
    
    31,758Income taxes payable
    
    
    1,044,831
    
    
    
    32,330Other non-current liabilities
    
    
    567,190
    
    
    
    419,959Total non-current liabilities
    
    
    2,183,180
    
    
    
    981,028COMMITMENTS AND CONTINGENCIESMINORITY INTEREST
    
    
    73,414
    
    
    
    86,276SHAREHOLDERS EQUITY:Class I common shares, par value 1.25 euros per share, 10,000,000,000 shares authorized,
161,748,239 and 192,678,164 shares issued and outstanding as of May 31, 2008
and August 31, 2007, respectively
    
    
    181,230
    
    
    
    215,985Class II common shares, par value 1.25 euros per share, 20,000,000,000 shares authorized,
486,667,264 and 481,106,329 shares issued as of May 31, 2008
and August 31, 2007, respectively
    
    
    554,989
    
    
    
    544,787Class 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, 827,622,935 and 790,059,610 shares issued as of May 31, 2008
and August 31, 2007, respectively
    
    
    939,055
    
    
    
    892,131Restricted share units (related to Accenture Ltd Class A common shares)
    
    
    786,407
    
    
    
    649,475Additional paid-in capital
    
    
    4,032,328
    
    
    
    3,690,952Treasury shares, at cost: Class II common, 15,708,956 and 10,148,021 shares at May 31, 2008
and August 31, 2007, respectively; Class III common, 258,720,038 and 232,944,408 shares at
May 31, 2008 and August 31, 2007, respectively
    
    
    (7,625,103
    )
    
    
    (6,422,233
    )Investment in Accenture Ltd shares, at cost, 15,163,147 and 8,243,517 shares at May 31, 2008
and August 31, 2007, respectively
    
    
    (511,694
    )
    
    
    (256,712
    )Retained earnings
    
    
    4,611,565
    
    
    
    3,318,696Accumulated other comprehensive income
    
    
    145,951
    
    
    
    84,161Total shareholders equity
    
    
    3,114,728
    
    
    
    2,717,242TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    11,917,405
    
    
    $
    10,747,162
  3




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##### 



ACCENTURE SCA
 
 CONSOLIDATED INCOME STATEMENTS
For the Three and Nine Months Ended May 31, 2008 and 2007
(In thousands of U.S. dollars, except per share amounts)
(Unaudited)
 Three Months Ended May 31,
    
    
    Nine Months Ended May 31,2008
    
    
    2007
    
    
    2008
    
    
    2007REVENUES:Revenues before reimbursements
    
    $
    6,102,059
    
    
    $
    5,081,804
    
    
    $
    17,387,286
    
    
    $
    14,585,730Reimbursements
    
    
    491,142
    
    
    
    461,880
    
    
    
    1,365,495
    
    
    
    1,293,666Revenues
    
    
    6,593,201
    
    
    
    5,543,684
    
    
    
    18,752,781
    
    
    
    15,879,396OPERATING EXPENSES:Cost of services:Cost of services before reimbursable expenses
    
    
    4,179,378
    
    
    
    3,471,962
    
    
    
    12,106,478
    
    
    
    10,138,578Reimbursable expenses
    
    
    491,142
    
    
    
    461,880
    
    
    
    1,365,495
    
    
    
    1,293,666Cost of services
    
    
    4,670,520
    
    
    
    3,933,842
    
    
    
    13,471,973
    
    
    
    11,432,244Sales and marketing
    
    
    605,582
    
    
    
    499,529
    
    
    
    1,665,283
    
    
    
    1,370,752General and administrative costs
    
    
    450,590
    
    
    
    421,946
    
    
    
    1,370,426
    
    
    
    1,206,654Reorganization costs, net
    
    
    4,355
    
    
    
    6,838
    
    
    
    18,489
    
    
    
    19,233Total operating expenses
    
    
    5,731,047
    
    
    
    4,862,155
    
    
    
    16,526,171
    
    
    
    14,028,883OPERATING INCOME
    
    
    862,154
    
    
    
    681,529
    
    
    
    2,226,610
    
    
    
    1,850,513Gain on investments, net
    
    
    238
    
    
    
    10,146
    
    
    
    6,512
    
    
    
    13,033Interest income
    
    
    23,756
    
    
    
    40,641
    
    
    
    85,646
    
    
    
    111,896Interest expense
    
    
    (4,450
    )
    
    
    (6,841
    )
    
    
    (17,532
    )
    
    
    (18,825
    )Other expense, net
    
    
    (3,877
    )
    
    
    (16,090
    )
    
    
    (348
    )
    
    
    (21,989
    )INCOME BEFORE INCOME TAXES
    
    
    877,821
    
    
    
    709,385
    
    
    
    2,300,888
    
    
    
    1,934,628Provision for income taxes
    
    
    270,250
    
    
    
    235,968
    
    
    
    653,963
    
    
    
    642,818INCOME BEFORE MINORITY
INTEREST
    
    
    607,571
    
    
    
    473,417
    
    
    
    1,646,925
    
    
    
    1,291,810Minority interest in Accenture Canada Holdings Inc.
    
    
    (2,200
    )
    
    
    (1,942
    )
    
    
    (6,090
    )
    
    
    (5,531
    )Minority interest  other
    
    
    (4,552
    )
    
    
    (6,092
    )
    
    
    (12,401
    )
    
    
    (16,407
    )NET INCOME
    
    $
    600,819
    
    
    $
    465,383
    
    
    $
    1,628,434
    
    
    $
    1,269,872Cash dividends per share
    
    $
    
    
    
    $
    
    
    
    $
    0.42
    
    
    $
    0.35
  4




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##### 



ACCENTURE SCA
 
 CONSOLIDATED SHAREHOLDERS EQUITY AND COMPREHENSIVE INCOME STATEMENTS
For the Nine Months Ended May 31, 2008
(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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Accumulated OtherShares
    
    
    Shares
    
    
    Shares
    
    
    Class A
    
    
    Additional
    
    
    Treasury Shares
    
    
    Investment in Accenture Ltd
    
    
    Retained
    
    
    Comprehensive$
    
    
    No. Shares
    
    
    $
    
    
    No. Shares
    
    
    $
    
    
    No. Shares
    
    
    common shares)
    
    
    Paid-in Capital
    
    
    $
    
    
    No. Shares
    
    
    $
    
    
    No. Shares
    
    
    Earnings
    
    
    Income
    
    
    TotalBalance as of August 31, 2007
    
    $
    215,985
    
    
    
    192,678
    
    
    $
    544,787
    
    
    
    481,106
    
    
    $
    892,131
    
    
    
    790,060
    
    
    $
    649,475
    
    
    $
    3,690,952
    
    
    $
    (6,422,233
    )
    
    
    (243,092
    )
    
    $
    (256,712
    )
    
    
    (8,244
    )
    
    $
    3,318,696
    
    
    $
    84,161
    
    
    $
    2,717,242Adoption of FASB Interpretation No. 48
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,756
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,245
    
    
    
    
    
    
    
    17,489Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,628,434
    
    
    
    
    
    
    
    1,628,434Other comprehensive income:Unrealized gains on marketable
securities, net of tax and
reclassification adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,145
    
    
    
    8,145Foreign currency translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    53,724
    
    
    
    53,724Amortization of losses related to
pension and other
postretirement benefits, net of
tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (79
    )
    
    
    (79
    )Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    61,790Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,690,224Income tax benefit on share-based
compensation plans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,511
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,511Issuances and redemptions of Class II and
Class III common shares
    
    
    
    
    
    
    
    
    
    
    10,202
    
    
    
    5,561
    
    
    
    12,169
    
    
    
    6,633
    
    
    
    
    
    
    
    233,359
    
    
    
    (255,730
    )
    
    
    (12,194
    )
    
    
    
    
    
    
    
    
    
    
    (252,232
    )
    
    
    
    
    
    
    (252,232
    )Purchases of Accenture Ltd Class A common
shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (47,394
    )
    
    
    
    
    
    
    
    
    
    
    (254,982
    )
    
    
    (6,919
    )
    
    
    
    
    
    
    
    
    
    
    (302,376
    )Share-based compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    250,470
    
    
    
    31,066
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    281,536Purchases/redemptions of Accenture SCA
Class I common shares
    
    
    (34,755
    )
    
    
    (30,930
    )
    
    
    
    
    
    
    
    
    
    
    34,755
    
    
    
    30,930
    
    
    
    
    
    
    
    
    
    
    
    (994,809
    )
    
    
    (26,866
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (994,809
    )Purchases/redemptions of Accenture SCA
Class III common shares and Accenture
Canada Holdings Inc. exchangeable shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,847
    
    
    
    (358,052
    )
    
    
    (10,250
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (355,205
    )Issuances of Accenture SCA Class III
common shares related to employee
share programs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (133,510
    )
    
    
    90,775
    
    
    
    405,721
    
    
    
    17,973
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    362,986Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,972
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (101,425
    )
    
    
    
    
    
    
    (81,453
    )Minority interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,968
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,968Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,153
    )
    
    
    
    
    
    
    (1,153
    )Balance as of May 31, 2008
    
    $
    181,230
    
    
    
    161,748
    
    
    $
    554,989
    
    
    
    486,667
    
    
    $
    939,055
    
    
    
    827,623
    
    
    $
    786,407
    
    
    $
    4,032,328
    
    
    $
    (7,625,103
    )
    
    
    (274,429
    )
    
    $
    (511,694
    )
    
    
    (15,163
    )
    
    $
    4,611,565
    
    
    $
    145,951
    
    
    $
    3,114,728
  5




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##### 



ACCENTURE SCA
 
 CONSOLIDATED CASH FLOWS STATEMENTS
For the Nine Months Ended May 31, 2008 and 2007
(In thousands of U.S. dollars)
(Unaudited)
 2008
    
    
    2007CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    1,628,434
    
    
    $
    1,269,872Adjustments to reconcile Net income to Net cash provided by operating activities Depreciation, amortization and asset impairments
    
    
    354,464
    
    
    
    328,928Reorganization costs, net
    
    
    18,489
    
    
    
    19,233Share-based compensation expense
    
    
    282,111
    
    
    
    228,858Deferred income taxes, net
    
    
    (21,641
    )
    
    
    (91,873
    )Minority interest
    
    
    18,491
    
    
    
    21,938Other, net
    
    
    (13,086
    )
    
    
    (7,931
    )Change in assets and liabilities, net of acquisitions Receivables from clients, net
    
    
    (235,165
    )
    
    
    (386,732
    )Other current assets
    
    
    22,016
    
    
    
    55,122Unbilled services, current and non-current
    
    
    (233,789
    )
    
    
    (84,674
    )Other non-current assets
    
    
    (219,366
    )
    
    
    (215,914
    )Accounts payable
    
    
    3,864
    
    
    
    (28,499
    )Deferred revenues
    
    
    2,868
    
    
    
    195,765Accrued payroll and related benefits
    
    
    124,405
    
    
    
    371,879Other accrued liabilities
    
    
    (153,684
    )
    
    
    (157,595
    )Income taxes payable, current and non-current
    
    
    23,383
    
    
    
    240,389Other non-current liabilities
    
    
    170,774
    
    
    
    94,758Net cash provided by operating activities
    
    
    1,772,568
    
    
    
    1,853,524CASH FLOWS FROM INVESTING ACTIVITIES:Proceeds from maturities and sales of available-for-sale investments
    
    
    287,294
    
    
    
    668,865Purchases of available-for-sale investments
    
    
    (19,292
    )
    
    
    (538,744
    )Proceeds from sales of property and equipment
    
    
    10,152
    
    
    
    12,577Purchases of property and equipment
    
    
    (233,634
    )
    
    
    (225,051
    )Purchases of businesses and investments, net of cash acquired
    
    
    (244,468
    )
    
    
    (33,616
    )Proceeds from sale of business, net of cash transferred
    
    
    1,798
    
    
    
    Net cash used in investing activities
    
    
    (198,150
    )
    
    
    (115,969
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common shares
    
    
    362,986
    
    
    
    429,750Purchases of common shares
    
    
    (1,904,622
    )
    
    
    (2,111,381
    )Proceeds from long-term debt
    
    
    4,474
    
    
    
    2,367Repayments of long-term debt
    
    
    (25,608
    )
    
    
    (25,134
    )Proceeds from short-term borrowings
    
    
    81,073
    
    
    
    26,129Repayments of short-term borrowings
    
    
    (79,840
    )
    
    
    (26,931
    )Cash dividends paid
    
    
    (81,453
    )
    
    
    (88,607
    )Excess tax benefits from share-based payment arrangements
    
    
    43,332
    
    
    
    31,903Other, net
    
    
    (37,504
    )
    
    
    (17,353
    )Net cash used in financing activities
    
    
    (1,637,162
    )
    
    
    (1,779,257
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    74,771
    
    
    
    68,348NET INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    12,027
    
    
    
    26,646CASH AND CASH EQUIVALENTS,beginning of period
    
    
    3,314,396
    
    
    
    3,066,988CASH AND CASH EQUIVALENTS,end of period
    
    $
    3,326,423
    
    
    $
    3,093,634
  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
   Recently Adopted Accounting Pronouncements
 Accounting for Uncertainty in Income Taxes  an
interpretation of FASB Statement No. 109
 2. INCOME TAXES
 Effective Tax Rate
  Uncertain Tax Provisions
  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)
   3. REORGANIZATION COSTS
   Three Months Ended
    
    
    Nine Months EndedMay 31,
    
    
    May 31,2008
    
    
    2007
    
    
    2008
    
    
    2007Reorganization liability, beginning of period
    
    $
    309,704
    
    
    $
    374,182
    
    
    $
    401,228
    
    
    $
    350,864Final determinations (1)
    
    
    (1,093
    )
    
    
    (20,469
    )
    
    
    (83,204
    )
    
    
    (42,305
    )Changes in estimates
    
    
    1,093
    
    
    
    20,469
    
    
    
    83,204
    
    
    
    42,305Benefit recorded
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Interest expense accrued
    
    
    4,355
    
    
    
    6,838
    
    
    
    18,489
    
    
    
    19,233Payments
    
    
    
    
    
    
    
    
    
    
    (143,184
    )
    
    
    Foreign currency translation
    
    
    6,130
    
    
    
    8,879
    
    
    
    43,656
    
    
    
    19,802Reorganization liability, end of period
    
    $
    320,189
    
    
    $
    389,899
    
    
    $
    320,189
    
    
    $
    389,899
 
 (1)
    
    Includes final agreements with tax authorities and expirations of statutes of limitations. 8




---



##### 



ACCENTURE SCA
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
(Unaudited)
  4. ACCUMULATED OTHER COMPREHENSIVE INCOME
  May 31,
    
    
    August 31,2008
    
    
    2007Unrealized gains (losses) on marketable securities, net of tax of $4,766 and
$0, respectively
    
    $
    6,831
    
    
    $
    (1,314
    )Foreign currency translation adjustments
    
    
    147,585
    
    
    
    93,861Pension and postretirement plans, net of tax of $8,111 and $8,137, respectively
    
    
    (8,465
    )
    
    
    (8,386
    )Accumulated other comprehensive income
    
    $
    145,951
    
    
    $
    84,161
  May 31,2008
    
    
    2007Three months ended
    
    $
    606,784
    
    
    $
    518,540Nine months ended
    
    $
    1,690,224
    
    
    $
    1,333,980
 5. BUSINESS COMBINATIONS AND GOODWILL
  ForeignCurrencyAugust 31,
    
    
    Additions/
    
    
    Translation
    
    
    May 31,2007
    
    
    Adjustments (1)
    
    
    Adjustments
    
    
    2008Communications & High Tech
    
    $
    115,197
    
    
    $
    42,943
    
    
    $
    3,660
    
    
    $
    161,800Financial Services
    
    
    128,343
    
    
    
    16,948
    
    
    
    1,030
    
    
    
    146,321Products
    
    
    287,576
    
    
    
    36,753
    
    
    
    4,131
    
    
    
    328,460Public Service
    
    
    71,211
    
    
    
    58,990
    
    
    
    458
    
    
    
    130,659Resources
    
    
    41,401
    
    
    
    8,379
    
    
    
    (370
    )
    
    
    49,410Total
    
    $
    643,728
    
    
    $
    164,013
    
    
    $
    8,909
    
    
    $
    816,650
 
 (1)
    
    Additions/Adjustments primarily represent acquisitions made during the nine months ended May
31, 2008, including $161,908 related to ten individually insignificant acquisitions, for total
consideration of $252,333. 9




---



##### 



ACCENTURE SCA
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
(Unaudited)
 6. RETIREMENT PLANS
  Pension BenefitsThree Months Ended May 31,2008
    
    
    2007Components of pension benefits expense
    
    U.S. Plans
    
    
    Non-U.S. Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    8,327
    
    
    $
    11,244
    
    
    $
    12,706
    
    
    $
    13,629Interest cost
    
    
    14,989
    
    
    
    8,276
    
    
    
    13,510
    
    
    
    7,138Expected return on plan assets
    
    
    (17,638
    )
    
    
    (9,017
    )
    
    
    (14,946
    )
    
    
    (6,637
    )Amortization of loss (gain)
    
    
    479
    
    
    
    (390
    )
    
    
    325
    
    
    
    354Amortization of prior service cost
    
    
    68
    
    
    
    423
    
    
    
    182
    
    
    
    151Curtailment gain
    
    
    
    
    
    
    (496
    )
    
    
    
    
    
    
    Special termination benefits charge
    
    
    
    
    
    
    657
    
    
    
    
    
    
    
    Total
    
    $
    6,225
    
    
    $
    10,697
    
    
    $
    11,777
    
    
    $
    14,635
 Pension BenefitsNine Months Ended May 31,2008
    
    
    2007Components of pension benefits expense
    
    U.S. Plans
    
    
    Non-U.S. Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    24,977
    
    
    $
    35,576
    
    
    $
    38,118
    
    
    $
    40,465Interest cost
    
    
    44,965
    
    
    
    24,866
    
    
    
    40,530
    
    
    
    21,135Expected return on plan assets
    
    
    (52,914
    )
    
    
    (26,959
    )
    
    
    (44,838
    )
    
    
    (19,718
    )Amortization of transitional obligation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20
    )Amortization of loss (gain)
    
    
    1,439
    
    
    
    (1,111
    )
    
    
    975
    
    
    
    1,048Amortization of prior service cost
    
    
    208
    
    
    
    653
    
    
    
    546
    
    
    
    461Curtailment gain
    
    
    (13,898
    )
    
    
    (496
    )
    
    
    
    
    
    
    Special termination benefits charge
    
    
    
    
    
    
    657
    
    
    
    
    
    
    
    Total
    
    $
    4,777
    
    
    $
    33,186
    
    
    $
    35,331
    
    
    $
    43,371
 Postretirement BenefitsThree Months Ended May 31,2008
    
    
    2007Components of postretirement benefits expense
    
    U.S. Plans
    
    
    Non-U.S. Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    1,744
    
    
    $
    358
    
    
    $
    1,666
    
    
    $
    295Interest cost
    
    
    1,653
    
    
    
    458
    
    
    
    1,520
    
    
    
    371Expected return on plan assets
    
    
    (409
    )
    
    
    
    
    
    
    (375
    )
    
    
    Amortization of transitional obligation
    
    
    20
    
    
    
    
    
    
    
    20
    
    
    
    Amortization of loss
    
    
    
    
    
    
    18
    
    
    
    
    
    
    
    16Amortization of prior service credit
    
    
    (199
    )
    
    
    (212
    )
    
    
    (200
    )
    
    
    (185
    )Total
    
    $
    2,809
    
    
    $
    622
    
    
    $
    2,631
    
    
    $
    497
 10




---



##### 



ACCENTURE SCA
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
(Unaudited)
 Postretirement BenefitsNine Months Ended May 31,2008
    
    
    2007Components of postretirement benefits expense
    
    U.S. Plans
    
    
    Non-U.S. Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    5,232
    
    
    $
    1,083
    
    
    $
    5,000
    
    
    $
    918Interest cost
    
    
    4,959
    
    
    
    1,381
    
    
    
    4,560
    
    
    
    1,154Expected return on plan assets
    
    
    (1,227
    )
    
    
    
    
    
    
    (1,125
    )
    
    
    Amortization of transitional obligation
    
    
    60
    
    
    
    
    
    
    
    60
    
    
    
    Amortization of loss
    
    
    
    
    
    
    57
    
    
    
    
    
    
    
    49Amortization of prior service credit
    
    
    (601
    )
    
    
    (633
    )
    
    
    (600
    )
    
    
    (574
    )Total
    
    $
    8,423
    
    
    $
    1,888
    
    
    $
    7,895
    
    
    $
    1,547
 7. MATERIAL TRANSACTIONS AFFECTING SHAREHOLDERS EQUITY
 Share Purchase and Redemption Activity
   Accenture SCA Class I, II and IIICommon Shares andAccenture Ltd Class A
    
    
    Accenture Canada HoldingsCommon Shares
    
    
    Inc. Exchangeable Shares
    
    
    TotalShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    AmountAccenture SCA Class I common
shares
    
    
    
    
    
    $
    
    
    
    
    26,865,914
    
    
    $
    994,809
    
    
    
    26,865,914
    
    
    $
    994,809Accenture Canada Holdings Inc.
exchangeable shares
    
    
    
    
    
    
    
    
    
    
    387,470
    
    
    
    14,739
    
    
    
    387,470
    
    
    
    14,739Accenture Ltd Class A common
shares (1)
    
    
    5,898,398
    
    
    
    196,357
    
    
    
    
    
    
    
    
    
    
    
    5,898,398
    
    
    
    196,357Other purchases (2)
    
    
    2,218,629
    
    
    
    88,433
    
    
    
    
    
    
    
    
    
    
    
    2,218,629
    
    
    
    88,433Inter-company redemptions of SCA
Class II common shares and SCA
Class III common shares (3)
    
    
    
    
    
    
    
    
    
    
    22,444,363
    
    
    
    613,782
    
    
    
    22,444,363
    
    
    
    613,782Total
    
    
    8,117,027
    
    
    $
    284,790
    
    
    
    49,697,747
    
    
    $
    1,623,330
    
    
    
    57,814,774
    
    
    $
    1,908,120
 
 (1)
    
    On February 1, 2008, Accenture Equity Finance B.V., an indirect subsidiary of Accenture SCA,
purchased 5,898,398 Accenture Ltd Class A common shares at a per share price of $33.29,
resulting in a cash outlay of approximately $196,357. Shares from this transaction were
purchased from certain former senior executives residing outside the United States.(2)
    
    During the nine months ended May 31, 2008, 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. Other purchases also includes any outstanding shares forfeited by employees during the
period. 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)
 (3)
    
    On November 15, 2007, the Company redeemed 5,560,935 Accenture SCA Class II common shares and
6,633,400 Accenture SCA Class III common shares from Accenture for total consideration of
$255,730, which included a cash outlay of approximately $252,232. 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. In the nine
months ended May 31, 2008, in addition to the 6,633,400 Accenture SCA Class III common shares
mentioned above, the Company redeemed 10,250,028 Accenture SCA Class III common shares held by
Accenture for a cash outlay of approximately $358,052.   Other Share Redemptions
  Waiver of Certain Transfer Restrictions
  Dividend
  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)
 Class III Common Shares
 
 May 31, 2008
    
    
    August 31, 2007Title of Issuance
    
    Authorized
    
    
    Issued Shares
    
    
    Amount
    
    
    Issued Shares
    
    
    AmountClass III
    
    
    9,782,549,738
    
    
    
    610,172,673
    
    
    $
    693,741
    
    
    
    572,609,348
    
    
    $
    646,817Class 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
    
    
    
    827,622,935
    
    
    $
    939,055
    
    
    
    790,059,610
    
    
    $
    892,131
 8. COMMITMENTS AND CONTINGENCIES
 Commitments and Guarantees
    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)
  Legal Contingencies
  9. SEGMENT REPORTING
  Three Months Ended May 31,2008
    
    
    2007Revenues Before
    
    
    Operating
    
    
    Revenues Before
    
    
    OperatingReimbursements
    
    
    Income
    
    
    Reimbursements
    
    
    IncomeCommunications & High Tech
    
    $
    1,387,790
    
    
    $
    161,332
    
    
    $
    1,200,761
    
    
    $
    168,021Financial Services
    
    
    1,302,942
    
    
    
    189,690
    
    
    
    1,107,506
    
    
    
    106,144Products
    
    
    1,611,009
    
    
    
    253,070
    
    
    
    1,279,838
    
    
    
    192,813Public Service
    
    
    756,348
    
    
    
    98,536
    
    
    
    638,058
    
    
    
    74,408Resources
    
    
    1,037,785
    
    
    
    159,526
    
    
    
    849,673
    
    
    
    140,143Other
    
    
    6,185
    
    
    
    
    
    
    
    5,968
    
    
    
    Total
    
    $
    6,102,059
    
    
    $
    862,154
    
    
    $
    5,081,804
    
    
    $
    681,529Nine Months Ended May 31,2008
    
    
    2007Revenues Before
    
    
    Operating
    
    
    Revenues Before
    
    
    OperatingReimbursements
    
    
    Income
    
    
    Reimbursements
    
    
    IncomeCommunications & High Tech
    
    $
    4,038,933
    
    
    $
    474,290
    
    
    $
    3,383,315
    
    
    $
    416,022Financial Services
    
    
    3,756,135
    
    
    
    512,006
    
    
    
    3,225,420
    
    
    
    343,845Products
    
    
    4,522,867
    
    
    
    634,001
    
    
    
    3,639,600
    
    
    
    540,223Public Service
    
    
    2,139,830
    
    
    
    189,357
    
    
    
    1,920,950
    
    
    
    195,399Resources
    
    
    2,912,342
    
    
    
    416,956
    
    
    
    2,400,083
    
    
    
    355,024Other
    
    
    17,179
    
    
    
    
    
    
    
    16,362
    
    
    
    Total
    
    $
    17,387,286
    
    
    $
    2,226,610
    
    
    $
    14,585,730
    
    
    $
    1,850,513
 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, 2007, 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, 2007.
 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 2007 means the 12-month period that
ended on August 31, 2007. 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 environment.
 
    
    Our business could be adversely affected if our clients are not satisfied with our services.
 
    
    We could be subject to liabilities if our subcontractors or the third parties with whom we
partner cannot deliver their project contributions on time or at all.
 
    
    Our results of operations could be adversely affected if our clients terminate their
contracts with us on short notice.
 
    
    Outsourcing services are a significant part of our business and subject us to operational and
financial risk.
 
    
    Our results of operations may be affected by the rate of growth in the use of technology in
business and the type and level of technology spending by our clients.
 
    
    Our profitability could suffer if we are not able to maintain favorable pricing rates.
 
    
    Our profitability could suffer if we are not able to maintain favorable utilization rates.
 
    
    Our business could be negatively affected if we incur legal liability in connection with
providing our solutions and services.
 15




---



##### 




    
    If our pricing structures do not accurately anticipate the cost and complexity of performing
our work, then our contracts could be unprofitable.
 
    
    Many of our contracts utilize performance pricing that links some of our fees to the
attainment of various performance or business targets. This could increase the variability of
our revenues and margins.
 
    
    Our alliance relationships may not be successful.
 
    
    Our global operations are subject to complex risks, some of which might be beyond our
control.
 
    
    Our profitability could suffer if we are not able to control our costs.
 
    
    If we are unable to attract, retain and motivate employees or efficiently utilize their
skills, we might not be able to compete effectively and will not be able to grow our business.
 
    
    If we are unable to collect our receivables or unbilled services, our results of operations
and cash flows could be adversely affected.
 
    
    Our services or solutions could infringe upon the intellectual property rights of others or
we might lose our ability to utilize the intellectual property of others.
 
    
    We have only a limited ability to protect our intellectual property rights, which are
important to our success.
 
    
    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.
 
    
    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 may not be successful at identifying, acquiring or integrating other businesses or
technologies.
 
    
    Consolidation in the industries that we serve could adversely affect our business.
 
    
    The share price of Accenture Ltd Class A common shares and, consequently, the market value of
Accenture SCA Class I common shares, could be adversely affected from time to time by sales,
or the anticipation of future sales, of Class A common shares held by our employees and former
employees or received upon the redemption of Accenture SCA Class I common shares.
 
    
    The share price of Accenture Ltd Class A common shares has fluctuated in the past and could
continue to fluctuate, including in response to variability in revenues, operating results and
profitability, and as a result Accentures share price could be difficult to predict.
 
    
    The share price of Accenture Ltd Class A common shares could be adversely affected if we are
unable to maintain effective internal controls.
 
    
    Accenture SCA is registered in Luxembourg and a significant portion of our assets are located
outside the United States. As a result, it might not be possible for shareholders to enforce
civil liability provisions of the Federal or state securities laws of the United States.
 
    
    Luxembourg law differs from the laws in effect in the United States and might afford less
protection to shareholders.
 
    
    We might be unable to access additional capital on favorable terms or at all. If we raise
equity capital, it may dilute our shareholders ownership interest in us.
 16




---



##### 



Overview
        17




---



##### 



Bookings and Backlog
    18




---



##### 



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




---



##### 



Results of Operations for the Three Months Ended May 31, 2008 Compared to the Three Months Ended
May 31, 2007
  Percent
    
    
    Percent of Net Revenues for theThree Months Ended
    
    
    Percent
    
    
    Increase
    
    
    Three Months EndedMay 31,
    
    
    Increase
    
    
    Local
    
    
    May 31,2008
    
    
    2007
    
    
    U.S. $
    
    
    Currency
    
    
    2008
    
    
    2007(in millions)OPERATING GROUPSCommunications & High Tech
    
    $
    1,388
    
    
    $
    1,201
    
    
    
    16
    %
    
    
    7
    %
    
    
    23
    %
    
    
    24
    %Financial Services
    
    
    1,303
    
    
    
    1,107
    
    
    
    18
    
    
    
    8
    
    
    
    21
    
    
    
    22Products
    
    
    1,611
    
    
    
    1,280
    
    
    
    26
    
    
    
    19
    
    
    
    27
    
    
    
    25Public Service
    
    
    756
    
    
    
    638
    
    
    
    19
    
    
    
    13
    
    
    
    12
    
    
    
    12Resources
    
    
    1,038
    
    
    
    850
    
    
    
    22
    
    
    
    13
    
    
    
    17
    
    
    
    17Other
    
    
    6
    
    
    
    6
    
    
    
    n/m
    
    
    
    n/m
    
    
    
    
    
    
    
    TOTAL Net Revenues
    
    
    6,102
    
    
    
    5,082
    
    
    
    20
    %
    
    
    12
    %
    
    
    100
    %
    
    
    100
    %Reimbursements
    
    
    491
    
    
    
    462
    
    
    
    6TOTAL REVENUES
    
    $
    6,593
    
    
    $
    5,544
    
    
    
    19
    %GEOGRAPHIC REGIONSAmericas
    
    $
    2,527
    
    
    $
    2,157
    
    
    
    17
    %
    
    
    14
    %
    
    
    41
    %
    
    
    42
    %EMEA (1)
    
    
    3,032
    
    
    
    2,468
    
    
    
    23
    
    
    
    11
    
    
    
    50
    
    
    
    49Asia Pacific
    
    
    543
    
    
    
    457
    
    
    
    19
    
    
    
    6
    
    
    
    9
    
    
    
    9TOTAL Net Revenues
    
    $
    6,102
    
    
    $
    5,082
    
    
    
    20
    %
    
    
    12
    %
    
    
    100
    %
    
    
    100
    %TYPE OF WORKConsulting
    
    $
    3,701
    
    
    $
    3,076
    
    
    
    20
    %
    
    
    12
    %
    
    
    61
    %
    
    
    61
    %Outsourcing
    
    
    2,401
    
    
    
    2,006
    
    
    
    20
    
    
    
    12
    
    
    
    39
    
    
    
    39TOTAL Net Revenues
    
    $
    6,102
    
    
    $
    5,082
    
    
    
    20
    %
    
    
    12
    %
    
    
    100
    %
    
    
    100
    %
 
 n/m = not meaningful(1)
    
    EMEA includes Europe, the Middle East and Africa. Revenues
    20




---



##### 



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




---



##### 



Operating Income
  For Three Months Ended May 31,2008
    
    
    2007Operating
    
    
    Percent of OG
    
    
    Operating
    
    
    Percent of OG
    
    
    IncreaseIncome
    
    
    Net Revenues
    
    
    Income
    
    
    Net Revenues
    
    
    (Decrease)($ in millions)Communications & High Tech
    
    $
    161
    
    
    
    12
    %
    
    $
    168
    
    
    
    14
    %
    
    $
    (7
    )Financial Services
    
    
    190
    
    
    
    15
    
    
    
    106
    
    
    
    10
    
    
    
    84Products
    
    
    253
    
    
    
    16
    
    
    
    193
    
    
    
    15
    
    
    
    60Public Service
    
    
    99
    
    
    
    13
    
    
    
    75
    
    
    
    12
    
    
    
    24Resources
    
    
    159
    
    
    
    15
    
    
    
    140
    
    
    
    16
    
    
    
    19Total
    
    $
    862
    
    
    
    14.1
    %
    
    $
    682
    
    
    
    13.4
    %
    
    $
    180
  
    
    Communications & High Tech operating income decreased primarily due to delivery
inefficiencies on a consulting contract, partially offset by revenue growth.
 
    
    Financial Services operating income increased primarily due to outsourcing revenue growth and
improved outsourcing contract margins. In addition, the operating income for the three months ended May
31, 2007 reflects the impact of delivery inefficiencies on several contracts.
 
    
    Products operating income increased due to revenue growth.
 
    
    Public Service operating income increased due to consulting revenue growth and improved
outsourcing contract margins, partially offset by higher selling costs associated with
business-development opportunities.
 
    
    Resources operating income increased primarily due to revenue growth, partially offset by
delivery inefficiencies on a small number of contracts.
 Gain on Investments, net
  Interest Income
  Other Expense, net
  22




---



##### 



Provision for Income Taxes
  Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109,
  Results of Operations for the Nine Months Ended May 31, 2008 Compared to the Nine Months Ended May
31, 2007
  Percent
    
    
    Percent of Net Revenues for theNine Months Ended
    
    
    Percent
    
    
    Increase
    
    
    Nine Months EndedMay 31,
    
    
    Increase
    
    
    Local
    
    
    May 31,2008
    
    
    2007
    
    
    U.S. $
    
    
    Currency
    
    
    2008
    
    
    2007(in millions)OPERATING GROUPSCommunications & High Tech
    
    $
    4,039
    
    
    $
    3,383
    
    
    
    19
    %
    
    
    11
    %
    
    
    23
    %
    
    
    23
    %Financial Services
    
    
    3,756
    
    
    
    3,226
    
    
    
    16
    
    
    
    8
    
    
    
    22
    
    
    
    22Products
    
    
    4,523
    
    
    
    3,640
    
    
    
    24
    
    
    
    18
    
    
    
    26
    
    
    
    25Public Service
    
    
    2,140
    
    
    
    1,921
    
    
    
    11
    
    
    
    6
    
    
    
    12
    
    
    
    13Resources
    
    
    2,912
    
    
    
    2,400
    
    
    
    21
    
    
    
    13
    
    
    
    17
    
    
    
    17Other
    
    
    17
    
    
    
    16
    
    
    
    n/m
    
    
    
    n/m
    
    
    
    
    
    
    
    TOTAL Net Revenues
    
    
    17,387
    
    
    
    14,586
    
    
    
    19
    %
    
    
    12
    %
    
    
    100
    %
    
    
    100
    %Reimbursements
    
    
    1,366
    
    
    
    1,293
    
    
    
    6TOTAL REVENUES
    
    $
    18,753
    
    
    $
    15,879
    
    
    
    18
    %GEOGRAPHIC REGIONSAmericas
    
    $
    7,169
    
    
    $
    6,290
    
    
    
    14
    %
    
    
    11
    %
    
    
    41
    %
    
    
    43
    %EMEA
    
    
    8,706
    
    
    
    7,104
    
    
    
    23
    
    
    
    12
    
    
    
    50
    
    
    
    49Asia Pacific
    
    
    1,512
    
    
    
    1,192
    
    
    
    27
    
    
    
    16
    
    
    
    9
    
    
    
    8TOTAL Net Revenues
    
    $
    17,387
    
    
    $
    14,586
    
    
    
    19
    %
    
    
    12
    %
    
    
    100
    %
    
    
    100
    %TYPE OF WORKConsulting
    
    $
    10,511
    
    
    $
    8,819
    
    
    
    19
    %
    
    
    11
    %
    
    
    60
    %
    
    
    60
    %Outsourcing
    
    
    6,876
    
    
    
    5,767
    
    
    
    19
    
    
    
    12
    
    
    
    40
    
    
    
    40TOTAL Net Revenues
    
    $
    17,387
    
    
    $
    14,586
    
    
    
    19
    %
    
    
    12
    %
    
    
    100
    %
    
    
    100
    %
 
 n/m = not meaningful 23




---



##### 



Revenues
         Operating Expenses
  24




---



##### 



Cost of Services
  Sales and Marketing
  General and Administrative Costs
  Operating Income
  For Nine Months Ended May 31,2008
    
    
    2007Operating
    
    
    Percent of OG
    
    
    Operating
    
    
    Percent of OG
    
    
    IncreaseIncome
    
    
    Net Revenues
    
    
    Income
    
    
    Net Revenues
    
    
    (Decrease)($ in millions)Communications & High Tech
    
    $
    474
    
    
    
    12
    %
    
    $
    416
    
    
    
    12
    %
    
    $
    58Financial Services
    
    
    512
    
    
    
    14
    
    
    
    344
    
    
    
    11
    
    
    
    168Products
    
    
    634
    
    
    
    14
    
    
    
    540
    
    
    
    15
    
    
    
    94Public Service
    
    
    190
    
    
    
    9
    
    
    
    196
    
    
    
    10
    
    
    
    (6
    )Resources
    
    
    417
    
    
    
    14
    
    
    
    355
    
    
    
    15
    
    
    
    62Total
    
    $
    2,227
    
    
    
    12.8
    %
    
    $
    1,851
    
    
    
    12.7
    %
    
    $
    376
  
    
    Communications & High Tech operating income increased due to revenue growth, partially offset
by delivery inefficiencies on a small number of consulting contracts.
 
    
    Financial Services operating income increased primarily due to outsourcing revenue growth and
improved outsourcing contract margins. In addition, the operating income for the nine months ended May
31, 2007 reflects the impact of delivery inefficiencies on several contracts.
 
    
    Products operating income increased due to revenue growth, partially offset by lower
outsourcing contract profitability.
 
    
    Public Service operating income decreased slightly, primarily due to higher selling costs
associated with business-development opportunities and delivery inefficiencies on a small
number of contracts, partially offset by consulting revenue growth. The operating income for
the nine months ended May 31, 2007 also reflects asset impairments associated with an
outsourcing contract recorded during the first quarter of fiscal 2007.
 
    
    Resources operating income increased primarily due to revenue growth.
 25




---



##### 



Interest Income
  Other Expense, net
  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
and our shares.
  26




---



##### 



Nine Months Ended May 31,2008
    
    
    2007
    
    
    Change(in millions)Net cash provided by (used in):Operating activities
    
    $
    1,773
    
    
    $
    1,854
    
    
    $
    (81
    )Investing activities
    
    
    (198
    )
    
    
    (116
    )
    
    
    (82
    )Financing activities
    
    
    (1,637
    )
    
    
    (1,779
    )
    
    
    142Effect of exchange rate changes on cash and cash equivalents
    
    
    74
    
    
    
    68
    
    
    
    6Net increase in cash and cash equivalents
    
    $
    12
    
    
    $
    27
    
    
    $
    (15
    )
 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
    
    
    160
    
    
    
    Total
    
    $
    1,710
    
    
    $
    2
  27




---



##### 



Share Purchases and Redemptions
   Accenture SCA Class I, II and IIICommon Shares andAccenture Ltd Class A
    
    
    Accenture Canada HoldingsCommon Shares
    
    
    Inc. Exchangeable Shares
    
    
    TotalShares
    
    
    Amount (1)
    
    
    Shares
    
    
    Amount (1)
    
    
    Shares
    
    
    Amount(in millions, except share amounts)Accenture SCA Class I common
shares
    
    
    
    
    
    $
    
    
    
    
    26,865,914
    
    
    $
    995
    
    
    
    26,865,914
    
    
    $
    995Accenture Canada Holdings Inc.
exchangeable shares
    
    
    
    
    
    
    
    
    
    
    387,470
    
    
    
    15
    
    
    
    387,470
    
    
    
    15Accenture Ltd Class A common
shares (2)
    
    
    5,898,398
    
    
    
    196
    
    
    
    
    
    
    
    
    
    
    
    5,898,398
    
    
    
    196Other purchases (3)
    
    
    2,218,629
    
    
    
    88
    
    
    
    
    
    
    
    
    
    
    
    2,218,629
    
    
    
    88Inter-company redemptions of
SCAClass II common shares and
SCAClass III common shares (4)
    
    
    
    
    
    
    
    
    
    
    22,444,363
    
    
    
    614
    
    
    
    22,444,363
    
    
    
    614Total
    
    
    8,117,027
    
    
    $
    285
    
    
    
    49,697,747
    
    
    $
    1,623
    
    
    
    57,814,774
    
    
    $
    1,908
 
 (1)
    
    May not total due to rounding.(2)
    
    On February 1, 2008, Accenture Equity Finance B.V., an indirect subsidiary of Accenture SCA,
purchased 5,898,398 Accenture Ltd Class A common shares at a per share price of $33.29,
resulting in a cash outlay of approximately $196 million. Shares from this transaction were
purchased from certain former senior executives residing outside the United States.(3)
    
    During the nine months ended May 31, 2008, 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. Other
purchases also includes any outstanding shares forfeited by employees during the period.(4)
    
    On November 15, 2007 we redeemed 5,560,935 Accenture SCA Class II common shares and 6,633,400
Accenture SCA Class III common shares from Accenture for total consideration of $256 million,
which included a cash outlay of approximately $252 million. These redemptions were made in
transactions unrelated to publicly announced share plans or programs. Transactions involving
Accenture SCA Class II and Class III common shares consist exclusively of inter-company
transactions undertaken to facilitate other corporate purposes. In the nine months ended May
31, 2008, in addition to the 6,633,400 Accenture SCA Class III common shares mentioned above,
we redeemed 10,250,028 Accenture SCA Class III common shares held by Accenture for a cash
outlay of approximately $358 million.   Other Share Redemptions
  28




---



##### 



Waiver of Certain Transfer Restrictions
   Total number of Accenture Ltd Class Acommon shares, Accenture SCA Class Icommon shares and Accenture CanadaHoldings Inc. exchangeable shares that arescheduled to become available for transferafter giving effect to waiver(millions of shares)4th Quarter Fiscal 2008
    
    
    23.21st Quarter Fiscal 2009
    
    
    0.52nd Quarter Fiscal 2009
    
    
    0.43rd Quarter Fiscal 2009
    
    
    0.34th Quarter Fiscal 2009
    
    
    61.3
  Total number of Accenture Ltd Class Acommon shares, Accenture SCA Class Icommon shares and Accenture CanadaHoldings Inc. exchangeable shares that arescheduled to become available for transferafter giving effect to waiver(millions of shares)4th Quarter Fiscal 2008
    
    
    15.61st Quarter Fiscal 2009
    
    
    5.22nd Quarter Fiscal 2009
    
    
    5.23rd Quarter Fiscal 2009
    
    
    5.24th Quarter Fiscal 2009
    
    
    5.2
 Obligations and Commitments
  29




---



##### 



Off-Balance Sheet Arrangements
   Recently Adopted Accounting Pronouncements
  New Accounting Pronouncements
 Business Combinations Business
Combinations.
 Noncontrolling Interests in Consolidated
Financial Statementsan amendment of ARB No. 51,
 Fair Value Measurements Effective Date of
FASB Statement No. 157
 30




---



##### 



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Foreign Currency 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




---



##### 



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 Purchases and redemptions of Accenture SCA Class I common shares and Accenture Canada Holdings Inc.
exchangeable shares
  Approximate DollarTotal Number of
    
    Value of Shares thatShares Purchased
    
    May Yet Beas Part of Publicly
    
    Purchased UnderTotal Number of
    
    Average Price Paid
    
    Announced Plans
    
    Publicly AnnouncedPeriod
    
    Shares Purchased (1)
    
    per Share (2)
    
    or Programs
    
    Plans or Programs (3)Accenture
SCAMarch 1, 2008  March 31, 2008Class I common shares
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    April 1, 2008  April 30, 2008Class I common shares
    
    
    11,223,613
    
    
    $
    36.94
    
    
    
    
    
    
    
    May 1, 2008  May 31, 2008Class I common shares
    
    
    1,395,647
    
    
    $
    38.06
    
    
    
    
    
    
    
    TotalClass I common shares (4)
    
    
    12,619,260
    
    
    $
    37.06
    
    
    
    
    
    
    
    Accenture
Canada Holdings Inc.March 1, 2008  March 31, 2008Exchangeable shares
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    April 1, 2008  April 30, 2008Exchangeable shares
    
    
    130,053
    
    
    $
    37.60
    
    
    
    
    
    
    
    May 1, 2008  May 31, 2008Exchangeable shares
    
    
    70,161
    
    
    $
    38.07
    
    
    
    
    
    
    
    TotalExchangeable shares
    
    
    200,214
    
    
    $
    37.77
    
    
    
    
    
    
    
    
 
 (1)
    
    During the third quarter of fiscal 2008, we acquired a total of 12,619,260 Accenture SCA
Class I common shares and 200,214 Accenture Canada Holdings Inc. exchangeable shares from
current and former senior executives and their permitted transferees. This includes
acquisitions by means of redemption or purchase, or employee share forfeiture, as applicable.(2)
    
    Average price per share reflects the total cash outlay for the period, divided by the number
of shares acquired, including those acquired by purchase and any acquired by means of employee
forfeiture.(3)
    
    To date, the Board of Directors of Accenture has authorized an aggregate of $11.1 billion for
share repurchases. This includes $3.0 billion authorized on October 25, 2007, which management
has the discretion to use for purchases under either Accentures publicly announced
open-market share purchase program or the other share purchase programs. As of May 31, 2008,
Accentures and our aggregate available authorization was $3,086 million for the open-market
share purchase program and other share purchase programs.(4)
    
    In addition to the amounts included in this table, during the third quarter of fiscal 2008,
we also redeemed a total of 4,064,011 Accenture SCA Class I common shares from current and
former senior executives and their permitted transferees for which an equivalent number of
Accenture Ltd Class A common shares were issued. See Managements Discussion and Analysis of
Financial Condition and Results of OperationsLiquidity and Capital ResourcesOther Share
Redemptions. Purchases and redemptions of Accenture SCA Class II and Class III common shares
  33




---



##### 



Purchases and redemptions of Accenture Ltd Class A common shares and Class X common shares
  Approximate DollarTotal Number of Shares
    
    Value of Shares that MayTotal
    
    
    
    
    
    Purchased as Part of
    
    Yet Be Purchased UnderNumber of Shares
    
    Average Price Paid
    
    Publicly Announced Plans
    
    Publicly Announced PlansPeriod
    
    Purchased
    
    per Share (1)
    
    or Programs (2)
    
    or Programs (3)(in millions)March 1, 2008  March 31,
2008Class A common shares
    
    
    49,986
    
    
    $
    35.00
    
    
    
    
    
    
    
    3,345Class X common shares
    
    
    253,807
    
    
    $
    0.0000225
    
    
    
    
    
    
    
    April 1, 2008  April 30,
2008Class A common shares
    
    
    28,210
    
    
    $
    27.49
    
    
    
    
    
    
    
    3,142Class X common shares
    
    
    10,721,308
    
    
    $
    0.0000225
    
    
    
    
    
    
    
    May 1, 2008  May 31, 2008Class A common shares
    
    
    164,186
    
    
    $
    37.86
    
    
    
    
    
    
    
    3,086Class X common shares
    
    
    4,183,633
    
    
    $
    0.0000225
    
    
    
    
    
    
    
    TotalClass A common shares
(2)(4)
    
    
    242,382
    
    
    $
    36.06
    
    
    
    Class X common shares (5)
    
    
    15,158,748
    
    
    $
    0.0000225
    
    
    
    
 
 (1)
    
    Average price per share reflects the total cash outlay for the period, divided by the number
of shares acquired, including those acquired by purchase and any acquired by means of employee
forfeiture.(2)
    
    Since August 2001, the Board of Directors of Accenture has authorized and periodically
confirmed a publicly announced open-market share purchase program for acquiring Accenture Ltd
Class A common shares. During the third quarter of fiscal 2008, Accenture did not purchase any
Accenture Ltd Class A common shares under this program. The open-market purchase program does
not have an expiration date.(3)
    
    To date, the Board of Directors of Accenture has authorized an aggregate of $11.1 billion for
share repurchases. This includes $3.0 billion authorized on October 25, 2007, which management
has the discretion to use for purchases under either Accentures publicly announced
open-market share purchase program or the other share purchase programs. As of May 31, 2008,
Accentures and our aggregate available authorization was $3,086 million for the open-market
share purchase program and other share purchase programs.(4)
    
    During the third quarter of fiscal 2008, Accenture and the Company acquired 242,382 Accenture
Ltd Class A common shares in transactions unrelated to publicly announced share plans or
programs. This includes acquisitions of Accenture Ltd Class A common shares via share
withholding for payroll tax obligations due from employees and former employees in connection
with the delivery of Accenture Ltd Class A common shares under Accentures various employee
equity share plans, as well as any outstanding shares forfeited by employees during the
quarter.(5)
    
    During the third quarter of fiscal 2008, Accenture redeemed 15,158,748 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. 34




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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
   
 ITEM 6. EXHIBITS
  ExhibitNumber
    
    Exhibit3.1
    
    Form of Articles of Association of Accenture SCA, updated as of December 14, 2007
(incorporated by reference to Exhibit 3.2 to the November 30, 2007 Accenture Ltd
10-Q)3.2
    
    Form of Bye-laws of Accenture Ltd, effective as of February 7, 2008 (incorporated
by reference to Exhibit 3.1 to the February 29, 2008 Accenture Ltd 10-Q)31.1
    
    Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or
15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or
15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 35




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##### 



SIGNATURES
   ACCENTURE SCArepresented by its general partner,Accenture Ltd, itself representedby its duly authorized signatoryBy:
    
    /s/ Pamela J. CraigName: Pamela J. CraigTitle:   Chief Financial Officer of Accenture Ltd,general partner of Accenture SCA
 36