##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED February 29, 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
    
    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
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer   þ
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ
 




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##### 



ACCENTURE SCA
 INDEX
 PagePart I.
    
    Financial InformationItem 1.
    
    Financial Statements
    
    3Consolidated Balance Sheets as of February 29, 2008 (Unaudited) and August 31, 2007
    
    3Consolidated Income Statements (Unaudited) for the three and six months ended February 29, 2008 and February 28, 2007
    
    4Consolidated Shareholders Equity and Comprehensive Income Statements (Unaudited)
for the six months ended February 29, 2008
    
    5Consolidated Cash Flows Statements (Unaudited) for the six months ended February 29,
2008 and February 28, 2007
    
    6Notes to Consolidated Financial Statements (Unaudited)
    
    7Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    16Item 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
    
    36Signatures
    
    
    
    37
 2




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##### 



PART I  FINANCIAL INFORMATION
 ITEM 1. FINANCIAL STATEMENTS
 ACCENTURE SCA
 CONSOLIDATED BALANCE SHEETS
February 29, 2008 and August 31, 2007
(In thousands of U.S. dollars, except share and per share amounts)
 February 29,
    
    
    August 31,2008
    
    
    2007(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    2,584,139
    
    
    $
    3,314,396Short-term investments
    
    
    73,706
    
    
    
    231,278Receivables from clients, net
    
    
    2,722,616
    
    
    
    2,409,299Unbilled services, net
    
    
    1,424,748
    
    
    
    1,290,035Deferred income taxes, net
    
    
    364,990
    
    
    
    318,172Other current assets
    
    
    430,269
    
    
    
    407,998Total current assets
    
    
    7,600,468
    
    
    
    7,971,178NON-CURRENT ASSETS:Unbilled services, net
    
    
    53,898
    
    
    
    63,995Investments
    
    
    68,990
    
    
    
    81,935Property and equipment, net of accumulated depreciation of $1,686,886 and $1,556,146, respectively
    
    
    840,071
    
    
    
    808,069Goodwill
    
    
    781,237
    
    
    
    643,728Deferred income taxes, net
    
    
    603,933
    
    
    
    389,858Other non-current assets
    
    
    959,717
    
    
    
    788,399Total non-current assets
    
    
    3,307,846
    
    
    
    2,775,984TOTAL ASSETS
    
    $
    10,908,314
    
    
    $
    10,747,162LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Current portion of long-term debt and bank borrowings
    
    $
    6,443
    
    
    $
    23,795Accounts payable
    
    
    963,228
    
    
    
    985,071Deferred revenues
    
    
    1,732,338
    
    
    
    1,785,286Accrued payroll and related benefits
    
    
    2,216,862
    
    
    
    2,274,098Income taxes payable
    
    
    207,253
    
    
    
    942,310Deferred income taxes, net
    
    
    44,662
    
    
    
    39,078Other accrued liabilities
    
    
    863,554
    
    
    
    912,978Total current liabilities
    
    
    6,034,340
    
    
    
    6,962,616NON-CURRENT LIABILITIES:Long-term debt
    
    
    2,691
    
    
    
    2,565Retirement obligation
    
    
    523,041
    
    
    
    494,416Deferred income taxes, net
    
    
    38,089
    
    
    
    31,758Income taxes payable
    
    
    1,016,876
    
    
    
    32,330Other non-current liabilities
    
    
    506,178
    
    
    
    419,959Total non-current liabilities
    
    
    2,086,875
    
    
    
    981,028COMMITMENTS AND CONTINGENCIESMINORITY INTEREST
    
    
    78,556
    
    
    
    86,276SHAREHOLDERS EQUITY:Class I common shares, par value 1.25 euros per share, 10,000,000,000 shares authorized,
178,431,510 and 192,678,164 shares issued and outstanding as of February 29, 2008
and August 31, 2007, respectively
    
    
    199,956
    
    
    
    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 February 29, 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, 810,939,664 and 790,059,610 shares issued as of February 29, 2008
    
    
    920,329
    
    
    
    892,131Restricted share units (related to Accenture Ltd Class A common shares)
    
    
    696,413
    
    
    
    649,475Additional paid-in capital
    
    
    3,979,761
    
    
    
    3,690,952Treasury shares, at cost: Class II common, 15,708,956 and 10,148,021 shares at February 29, 2008
and August 31, 2007, respectively; Class III common, 251,807,580 and 232,944,408 shares at
February 29, 2008 and August 31, 2007, respectively
    
    
    (7,285,171
    )
    
    
    (6,422,233
    )Investment in Accenture Ltd shares, at cost, 15,067,282 and 8,243,517 shares at February 29, 2008
and August 31, 2007, respectively
    
    
    (508,094
    )
    
    
    (256,712
    )Retained earnings
    
    
    4,010,374
    
    
    
    3,318,696Accumulated other comprehensive income
    
    
    139,986
    
    
    
    84,161Total shareholders equity
    
    
    2,708,543
    
    
    
    2,717,242TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    10,908,314
    
    
    $
    10,747,162
  3




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##### 



ACCENTURE SCA
 CONSOLIDATED INCOME STATEMENTS
For the Three and Six Months Ended February 29, 2008 and February 28, 2007
(In thousands of U.S. dollars, except per share amounts)
(Unaudited)
 Three Months Ended
    
    
    Six Months EndedFebruary 29,
    
    
    February 28,
    
    
    February 29,
    
    
    February 28,2008
    
    
    2007
    
    
    2008
    
    
    2007REVENUES:Revenues before reimbursements
    
    $
    5,611,314
    
    
    $
    4,749,838
    
    
    $
    11,285,227
    
    
    $
    9,503,926Reimbursements
    
    
    446,309
    
    
    
    419,515
    
    
    
    874,353
    
    
    
    831,786Revenues
    
    
    6,057,623
    
    
    
    5,169,353
    
    
    
    12,159,580
    
    
    
    10,335,712OPERATING EXPENSES:Cost of services:Cost of services before
reimbursable expenses
    
    
    3,958,264
    
    
    
    3,344,772
    
    
    
    7,927,100
    
    
    
    6,666,616Reimbursable expenses
    
    
    446,309
    
    
    
    419,515
    
    
    
    874,353
    
    
    
    831,786Cost of services
    
    
    4,404,573
    
    
    
    3,764,287
    
    
    
    8,801,453
    
    
    
    7,498,402Sales and marketing
    
    
    539,303
    
    
    
    434,293
    
    
    
    1,059,701
    
    
    
    871,223General and administrative costs
    
    
    469,879
    
    
    
    405,065
    
    
    
    919,836
    
    
    
    784,708Reorganization costs, net
    
    
    5,811
    
    
    
    6,316
    
    
    
    14,134
    
    
    
    12,395Total operating expenses
    
    
    5,419,566
    
    
    
    4,609,961
    
    
    
    10,795,124
    
    
    
    9,166,728OPERATING INCOME
    
    
    638,057
    
    
    
    559,392
    
    
    
    1,364,456
    
    
    
    1,168,984Gain on investments, net
    
    
    803
    
    
    
    33
    
    
    
    6,274
    
    
    
    2,887Interest income
    
    
    24,110
    
    
    
    34,948
    
    
    
    61,890
    
    
    
    71,255Interest expense
    
    
    (7,684
    )
    
    
    (6,862
    )
    
    
    (13,082
    )
    
    
    (11,984
    )Other (expense) income
    
    
    (5,708
    )
    
    
    (3,433
    )
    
    
    3,529
    
    
    
    (5,899
    )INCOME BEFORE INCOME TAXES
    
    
    649,578
    
    
    
    584,078
    
    
    
    1,423,067
    
    
    
    1,225,243Provision for income taxes
    
    
    115,782
    
    
    
    171,542
    
    
    
    383,713
    
    
    
    406,850INCOME BEFORE MINORITY
INTEREST
    
    
    533,796
    
    
    
    412,536
    
    
    
    1,039,354
    
    
    
    818,393Minority interest in Accenture
Canada Holdings Inc.
    
    
    (1,981
    )
    
    
    (1,763
    )
    
    
    (3,890
    )
    
    
    (3,589
    )Minority interest  other
    
    
    (3,389
    )
    
    
    (4,503
    )
    
    
    (7,849
    )
    
    
    (10,315
    )NET INCOME
    
    $
    528,426
    
    
    $
    406,270
    
    
    $
    1,027,615
    
    
    $
    804,489Cash dividends per share
    
    $
    
    
    
    $
    
    
    
    $
    0.42
    
    
    $
    0.35
  4




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##### 



ACCENTURE SCA
 CONSOLIDATED SHAREHOLDERS EQUITY AND COMPREHENSIVE INCOME STATEMENTS
For the Six Months Ended February 29, 2008
(In thousands of U.S. dollars and in thousands of share amounts)
(Unaudited)
 RestrictedShare Units(related toClass I
    
    
    Class II
    
    
    Class III
    
    
    Accenture LtdCommon
    
    
    Common
    
    
    Common
    
    
    Class A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Accumulated OtherShares
    
    
    Shares
    
    
    Shares
    
    
    common
    
    
    Additional Paid-
    
    
    Treasury Shares
    
    
    Investment in Accenture Ltd
    
    
    Retained
    
    
    Comprehensive$
    
    
    No. Shares
    
    
    $
    
    
    No. Shares
    
    
    $
    
    
    No. Shares
    
    
    shares)
    
    
    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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,027,615
    
    
    
    
    
    
    
    1,027,615Other comprehensive income:Unrealized gains on marketable securities, net of
reclassification adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,722
    
    
    
    15,722Foreign currency translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    40,275
    
    
    
    40,275Amortization of losses related to pension and
other postretirement benefits, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (172
    )
    
    
    (172
    )Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,825Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,083,440Income tax benefit on share-based compensation plans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,136
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,136Issuances and redemptions of Class II and Class III
common shares
    
    
    
    
    
    
    
    
    
    
    10,202
    
    
    
    5,561
    
    
    
    12,169
    
    
    
    6,634
    
    
    
    
    
    
    
    233,359
    
    
    
    (255,730
    )
    
    
    (12,195
    )
    
    
    
    
    
    
    
    
    
    
    (252,232
    )
    
    
    
    
    
    
    (252,232
    )Purchases of Accenture Ltd Class A common shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (42,253
    )
    
    
    
    
    
    
    
    
    
    
    (251,382
    )
    
    
    (6,823
    )
    
    
    
    
    
    
    
    
    
    
    (293,635
    )Share-based compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    155,589
    
    
    
    20,976
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    176,565Purchases/redemptions of Accenture SCA Class I
common shares
    
    
    (16,029
    )
    
    
    (14,246
    )
    
    
    
    
    
    
    
    
    
    
    16,029
    
    
    
    14,246
    
    
    
    
    
    
    
    
    
    
    
    (527,138
    )
    
    
    (14,246
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (527,138
    )Purchases/redemptions of Accenture SCA Class III
common shares and Accenture Canada Holdings Inc.
exchangeable shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,408
    
    
    
    (358,052
    )
    
    
    (10,250
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (347,644
    )Issuances of Accenture SCA Class III common shares
related to employee share programs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (128,995
    )
    
    
    53,181
    
    
    
    277,982
    
    
    
    12,266
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    202,168Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,344
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (101,797
    )
    
    
    
    
    
    
    (81,453
    )Minority interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,758
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,758Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,153
    )
    
    
    
    
    
    
    (1,153
    )Balance as of February 29, 2008
    
    $
    199,956
    
    
    
    178,432
    
    
    $
    554,989
    
    
    
    486,667
    
    
    $
    920,329
    
    
    
    810,940
    
    
    $
    696,413
    
    
    $
    3,979,761
    
    
    $
    (7,285,171
    )
    
    
    (267,517
    )
    
    $
    (508,094
    )
    
    
    (15,067
    )
    
    $
    4,010,374
    
    
    $
    139,986
    
    
    $
    2,708,543
  5




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##### 



ACCENTURE SCA
 CONSOLIDATED CASH FLOWS STATEMENTS
For the Six Months Ended February 29, 2008 and February 28, 2007
(In thousands of U.S. dollars)
(Unaudited)
 2008
    
    
    2007CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    1,027,615
    
    
    $
    804,489Adjustments to reconcile Net income to Net cash provided by operating
activities Depreciation, amortization and asset impairments
    
    
    236,213
    
    
    
    249,446Reorganization costs, net
    
    
    14,134
    
    
    
    12,395Share-based compensation expense
    
    
    176,921
    
    
    
    146,624Deferred income taxes, net
    
    
    (20,598
    )
    
    
    (72,940
    )Minority interest
    
    
    11,739
    
    
    
    13,904Other, net
    
    
    (17,533
    )
    
    
    1,956Change in assets and liabilities, net of acquisitions Receivables from clients, net
    
    
    (158,517
    )
    
    
    (323,490
    )Other current assets
    
    
    9,601
    
    
    
    35,707Unbilled services, current and non-current
    
    
    (37,964
    )
    
    
    (31,705
    )Other non-current assets
    
    
    (142,088
    )
    
    
    (126,839
    )Accounts payable
    
    
    (27,032
    )
    
    
    (57,498
    )Deferred revenues
    
    
    (139,979
    )
    
    
    166,432Accrued payroll and related benefits
    
    
    (190,940
    )
    
    
    119,751Other accrued liabilities
    
    
    (133,419
    )
    
    
    (248,209
    )Income taxes payable, current and non-current
    
    
    (19,492
    )
    
    
    133,785Other non-current liabilities
    
    
    103,862
    
    
    
    52,198Net cash provided by operating activities
    
    
    692,523
    
    
    
    876,006CASH FLOWS FROM INVESTING ACTIVITIES:Proceeds from maturities and sales of available-for-sale investments
    
    
    202,221
    
    
    
    545,222Purchases of available-for-sale investments
    
    
    (19,651
    )
    
    
    (341,210
    )Proceeds from sales of property and equipment
    
    
    7,316
    
    
    
    10,261Purchases of property and equipment
    
    
    (167,318
    )
    
    
    (143,044
    )Purchases of businesses and investments, net of cash acquired
    
    
    (197,618
    )
    
    
    (5,667
    )Proceeds from sale of business, net of cash transferred
    
    
    (1,756
    )
    
    
    Net cash (used in) provided by investing activities
    
    
    (176,806
    )
    
    
    65,562CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common shares
    
    
    202,168
    
    
    
    282,838Purchases of common shares
    
    
    (1,420,649
    )
    
    
    (1,276,199
    )Proceeds from long-term debt
    
    
    3,986
    
    
    
    1,968Repayments of long-term debt
    
    
    (24,579
    )
    
    
    (23,147
    )Proceeds from short-term borrowings
    
    
    69,926
    
    
    
    9,082Repayments of short-term borrowings
    
    
    (66,925
    )
    
    
    (9,907
    )Cash dividends paid
    
    
    (81,453
    )
    
    
    (88,607
    )Excess tax benefits from share-based payment arrangements
    
    
    36,984
    
    
    
    24,921Other, net
    
    
    (22,977
    )
    
    
    (14,202
    )Net cash used in financing activities
    
    
    (1,303,519
    )
    
    
    (1,093,253
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    57,545
    
    
    
    44,636NET DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (730,257
    )
    
    
    (107,049
    )CASH AND CASH EQUIVALENTS,beginning of period
    
    
    3,314,396
    
    
    
    3,066,988CASH AND CASH EQUIVALENTS,end of period
    
    $
    2,584,139
    
    
    $
    2,959,939
  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
 New Accounting Pronouncements
 Business Combinations Business
Combinations
 Noncontrolling Interests in Consolidated Financial
Statementsan amendment of ARB No. 51,
 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)
 2. INCOME TAXES
 Effective Tax Rate
  Uncertain Tax Provisions
    3. REORGANIZATION COSTS
  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)
  Three Months Ended
    
    
    Six Months EndedFebruary 29,
    
    
    February 28,
    
    
    February 29,
    
    
    February 28,2008
    
    
    2007
    
    
    2008
    
    
    2007Reorganization liability, beginning of period
    
    $
    294,220
    
    
    $
    365,603
    
    
    $
    401,228
    
    
    $
    350,864Final determinations (1)
    
    
    (51,871
    )
    
    
    (21,014
    )
    
    
    (82,113
    )
    
    
    (21,836
    )Changes in estimates
    
    
    51,871
    
    
    
    21,014
    
    
    
    82,113
    
    
    
    21,836Benefit recorded
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Interest expense accrued
    
    
    5,811
    
    
    
    6,316
    
    
    
    14,134
    
    
    
    12,395Payments
    
    
    
    
    
    
    
    
    
    
    (143,184
    )
    
    
    Foreign currency translation
    
    
    9,673
    
    
    
    2,263
    
    
    
    37,526
    
    
    
    10,923Reorganization liability, end of period
    
    $
    309,704
    
    
    $
    374,182
    
    
    $
    309,704
    
    
    $
    374,182
 
 (1)
    
    Includes final agreements with tax authorities and expirations of statutes of limitations.  4. ACCUMULATED OTHER COMPREHENSIVE INCOME
  February 29,
    
    
    August 31,2008
    
    
    2007Unrealized gains (losses) on marketable securities
    
    $
    14,408
    
    
    $
    (1,314
    )Foreign currency translation adjustments
    
    
    134,136
    
    
    
    93,861Pension and postretirement plans, net of tax of $8,119 and $8,137, respectively
    
    
    (8,558
    )
    
    
    (8,386
    )Accumulated other comprehensive income
    
    $
    139,986
    
    
    $
    84,161Comprehensive income was as follows:February 29,
    
    February 28,2008
    
    2007Three months ended
    
    $
    559,780
    
    
    $
    400,003Six months ended
    
    $
    1,083,440
    
    
    $
    820,440
 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)
 5. BUSINESS COMBINATIONS AND GOODWILL
  ForeignCurrencyAugust 31,
    
    
    Additions/
    
    
    Translation
    
    
    February 29,2007
    
    
    Adjustments (1)
    
    
    Adjustments
    
    
    2008Communications & High Tech
    
    $
    115,197
    
    
    $
    22,816
    
    
    $
    2,386
    
    
    $
    140,399Financial Services
    
    
    128,343
    
    
    
    14,190
    
    
    
    1,034
    
    
    
    143,567Products
    
    
    287,576
    
    
    
    29,367
    
    
    
    3,500
    
    
    
    320,443Public Service
    
    
    71,211
    
    
    
    57,553
    
    
    
    304
    
    
    
    129,068Resources
    
    
    41,401
    
    
    
    6,580
    
    
    
    (221
    )
    
    
    47,760Total
    
    $
    643,728
    
    
    $
    130,506
    
    
    $
    7,003
    
    
    $
    781,237
 
 (1)
    
    Additions/Adjustments primarily represent acquisitions made during the six months ended
February 29, 2008, including $128,888 related to six individually insignificant acquisitions,
for total consideration of $190,737. 6. RETIREMENT PLANS
  Pension BenefitsThree Months EndedFebruary 29, 2008
    
    
    February 28, 2007Components of pension benefits expense
    
    U.S. Plans
    
    
    Non-U.S. Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    8,325
    
    
    $
    12,125
    
    
    $
    12,706
    
    
    $
    13,509Interest cost
    
    
    14,988
    
    
    
    8,369
    
    
    
    13,510
    
    
    
    7,041Expected return on plan assets
    
    
    (17,638
    )
    
    
    (9,013
    )
    
    
    (14,946
    )
    
    
    (6,562
    )Amortization of loss (gain)
    
    
    480
    
    
    
    (369
    )
    
    
    325
    
    
    
    344Amortization of prior service cost
    
    
    70
    
    
    
    119
    
    
    
    182
    
    
    
    155Total
    
    $
    6,225
    
    
    $
    11,231
    
    
    $
    11,777
    
    
    $
    14,487
 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)
 Pension BenefitsSix Months EndedFebruary 29, 2008
    
    
    February 28, 2007Components of pension benefits expense
    
    U.S. Plans
    
    
    Non-U.S. Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    16,650
    
    
    $
    24,332
    
    
    $
    25,412
    
    
    $
    26,836Interest cost
    
    
    29,976
    
    
    
    16,590
    
    
    
    27,020
    
    
    
    13,997Expected return on plan assets
    
    
    (35,276
    )
    
    
    (17,942
    )
    
    
    (29,892
    )
    
    
    (13,081
    )Amortization of transitional obligation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20
    )Amortization of loss (gain)
    
    
    960
    
    
    
    (721
    )
    
    
    650
    
    
    
    694Amortization of prior service cost
    
    
    140
    
    
    
    230
    
    
    
    364
    
    
    
    310Curtailment gain
    
    
    (13,898
    )
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    (1,448
    )
    
    $
    22,489
    
    
    $
    23,554
    
    
    $
    28,736
 Postretirement BenefitsThree Months EndedFebruary 29, 2008
    
    
    February 28, 2007Components of postretirement benefits expense
    
    U.S. Plans
    
    
    Non-U.S. Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    1,744
    
    
    $
    365
    
    
    $
    1,668
    
    
    $
    319Interest cost
    
    
    1,653
    
    
    
    465
    
    
    
    1,520
    
    
    
    401Expected return on plan assets
    
    
    (409
    )
    
    
    
    
    
    
    (375
    )
    
    
    Amortization of transitional obligation
    
    
    20
    
    
    
    
    
    
    
    20
    
    
    
    Amortization of loss
    
    
    
    
    
    
    20
    
    
    
    
    
    
    
    17Amortization of prior service credit
    
    
    (201
    )
    
    
    (212
    )
    
    
    (200
    )
    
    
    (199
    )Total
    
    $
    2,807
    
    
    $
    638
    
    
    $
    2,633
    
    
    $
    538
 Postretirement BenefitsSix Months EndedFebruary 29, 2008
    
    
    February 28, 2007Components of postretirement benefits expense
    
    U.S. Plans
    
    
    Non-U.S. Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    3,488
    
    
    $
    725
    
    
    $
    3,334
    
    
    $
    623Interest cost
    
    
    3,306
    
    
    
    923
    
    
    
    3,040
    
    
    
    783Expected return on plan assets
    
    
    (818
    )
    
    
    
    
    
    
    (750
    )
    
    
    Amortization of transitional obligation
    
    
    40
    
    
    
    
    
    
    
    40
    
    
    
    Amortization of loss
    
    
    
    
    
    
    39
    
    
    
    
    
    
    
    33Amortization of prior service credit
    
    
    (402
    )
    
    
    (421
    )
    
    
    (400
    )
    
    
    (389
    )Total
    
    $
    5,614
    
    
    $
    1,266
    
    
    $
    5,264
    
    
    $
    1,050
 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)
 7. MATERIAL TRANSACTIONS AFFECTING SHAREHOLDERS EQUITY
 Share Purchase Activity
   Accenture SCA Class I, II and IIICommon Shares and AccentureAccenture Ltd Class A
    
    
    Canada Holdings Inc.Common Shares
    
    
    Exchangeable Shares
    
    
    TotalShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    AmountAccenture SCA Class I
common shares
    
    
    
    
    
    $
    
    
    
    
    14,246,654
    
    
    $
    527,138
    
    
    
    14,246,654
    
    
    $
    527,138Accenture Canada Holdings Inc.
exchangeable shares
    
    
    
    
    
    
    
    
    
    
    187,256
    
    
    
    7,178
    
    
    
    187,256
    
    
    
    7,178Accenture Ltd Class A
common shares (1)
    
    
    5,898,398
    
    
    
    196,357
    
    
    
    
    
    
    
    
    
    
    
    5,898,398
    
    
    
    196,357Other purchases (2)
    
    
    1,976,247
    
    
    
    79,692
    
    
    
    
    
    
    
    
    
    
    
    1,976,247
    
    
    
    79,692Inter-company redemptions of
SCAClass II common shares and SCAClass III common shares (3)
    
    
    
    
    
    
    
    
    
    
    22,444,363
    
    
    
    613,782
    
    
    
    22,444,363
    
    
    
    613,782Total
    
    
    7,874,645
    
    
    $
    276,049
    
    
    
    36,878,273
    
    
    $
    1,148,098
    
    
    
    44,752,918
    
    
    $
    1,424,147
 
 (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 six months ended February 29, 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.(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 six months ended
February 29, 2008, the Company redeemed 10,250,028 Accenture SCA Class III common shares held
by Accenture for a cash outlay of approximately $358,052.   Waiver of Certain Transfer Restrictions
  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)
 Dividend
  Class III Common Shares
 
 February 29, 2008
    
    
    August 31, 2007Title of Issuance
    
    Authorized
    
    
    Issued Shares
    
    
    Amount
    
    
    Issued Shares
    
    
    AmountClass III
    
    
    9,782,549,738
    
    
    
    593,489,402
    
    
    $
    675,015
    
    
    
    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
    
    
    
    810,939,664
    
    
    $
    920,329
    
    
    
    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
  14




---



##### 



ACCENTURE SCA
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
(Unaudited)
 9. SEGMENT REPORTING
  Three Months EndedFebruary 29, 2008
    
    
    February 28, 2007Revenues Before
    
    
    Operating
    
    
    Revenues Before
    
    
    OperatingReimbursements
    
    
    Income
    
    
    Reimbursements
    
    
    IncomeCommunications & High Tech
    
    $
    1,339,411
    
    
    $
    184,926
    
    
    $
    1,086,164
    
    
    $
    113,600Financial Services
    
    
    1,209,223
    
    
    
    142,792
    
    
    
    1,050,667
    
    
    
    103,809Products
    
    
    1,439,002
    
    
    
    161,806
    
    
    
    1,165,094
    
    
    
    140,331Public Service
    
    
    674,520
    
    
    
    22,443
    
    
    
    655,064
    
    
    
    92,629Resources
    
    
    943,595
    
    
    
    126,090
    
    
    
    787,420
    
    
    
    109,023Other
    
    
    5,563
    
    
    
    
    
    
    
    5,429
    
    
    
    Total
    
    $
    5,611,314
    
    
    $
    638,057
    
    
    $
    4,749,838
    
    
    $
    559,392
 Six Months EndedFebruary 29, 2008
    
    
    February 28, 2007Revenues Before
    
    
    Operating
    
    
    Revenues Before
    
    
    OperatingReimbursements
    
    
    Income
    
    
    Reimbursements
    
    
    IncomeCommunications & High Tech
    
    $
    2,651,143
    
    
    $
    312,958
    
    
    $
    2,182,554
    
    
    $
    248,001Financial Services
    
    
    2,453,193
    
    
    
    322,316
    
    
    
    2,117,914
    
    
    
    237,701Products
    
    
    2,911,858
    
    
    
    380,931
    
    
    
    2,359,762
    
    
    
    347,410Public Service
    
    
    1,383,482
    
    
    
    90,821
    
    
    
    1,282,892
    
    
    
    120,991Resources
    
    
    1,874,557
    
    
    
    257,430
    
    
    
    1,550,410
    
    
    
    214,881Other
    
    
    10,994
    
    
    
    
    
    
    
    10,394
    
    
    
    Total
    
    $
    11,285,227
    
    
    $
    1,364,456
    
    
    $
    9,503,926
    
    
    $
    1,168,984
 15




---



##### 



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 The following discussion and analysis should be read in conjunction with our Consolidated
Financial Statements and related Notes included elsewhere in this Quarterly Report on Form 10-Q and
in our Annual Report on Form 10-K for the year ended August 31, 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.
 16




---



##### 




    
    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.
 17




---



##### 



Overview
        18




---



##### 



Bookings and Backlog
    19




---



##### 



Critical Accounting Policies and Estimates
  Revenues by Segment/Operating Group
   20




---



##### 



Results of Operations for the Three Months Ended February 29, 2008 Compared to the Three Months
Ended February 28, 2007
  PercentIncrease/
    
    
    Percent of Net RevenuesThree Months Ended
    
    
    Percent
    
    
    (Decrease)
    
    
    for the Three Months EndedFebruary 29,
    
    
    February 28,
    
    
    Increase
    
    
    Local
    
    
    February
    
    
    February 28,2008
    
    
    2007
    
    
    US$
    
    
    Currency
    
    
    29, 2008
    
    
    2007(in millions)OPERATING GROUPSCommunications & High Tech
    
    $
    1,339
    
    
    $
    1,086
    
    
    
    23
    %
    
    
    15
    %
    
    
    24
    %
    
    
    23
    %Financial Services
    
    
    1,209
    
    
    
    1,051
    
    
    
    15
    
    
    
    7
    
    
    
    21
    
    
    
    22Products
    
    
    1,439
    
    
    
    1,165
    
    
    
    24
    
    
    
    17
    
    
    
    26
    
    
    
    24Public Service
    
    
    675
    
    
    
    655
    
    
    
    3
    
    
    
    (1
    )
    
    
    12
    
    
    
    14Resources
    
    
    944
    
    
    
    787
    
    
    
    20
    
    
    
    12
    
    
    
    17
    
    
    
    17Other
    
    
    5
    
    
    
    6
    
    
    
    n/m
    
    
    
    n/m
    
    
    
    
    
    
    
    TOTAL Net Revenues
    
    
    5,611
    
    
    
    4,750
    
    
    
    18
    %
    
    
    11
    %
    
    
    100
    %
    
    
    100
    %Reimbursements
    
    
    447
    
    
    
    419
    
    
    
    6TOTAL REVENUES
    
    $
    6,058
    
    
    $
    5,169
    
    
    
    17
    %GEOGRAPHIC REGIONSAmericas
    
    $
    2,317
    
    
    $
    2,043
    
    
    
    13
    %
    
    
    10
    %
    
    
    41
    %
    
    
    43
    %EMEA (1)
    
    
    2,791
    
    
    
    2,334
    
    
    
    20
    
    
    
    9
    
    
    
    50
    
    
    
    49Asia Pacific
    
    
    503
    
    
    
    373
    
    
    
    35
    
    
    
    23
    
    
    
    9
    
    
    
    8TOTAL Net Revenues
    
    $
    5,611
    
    
    $
    4,750
    
    
    
    18
    %
    
    
    11
    %
    
    
    100
    %
    
    
    100
    %TYPE OF WORKConsulting
    
    $
    3,351
    
    
    $
    2,834
    
    
    
    18
    %
    
    
    11
    %
    
    
    60
    %
    
    
    60
    %Outsourcing
    
    
    2,260
    
    
    
    1,916
    
    
    
    18
    
    
    
    11
    
    
    
    40
    
    
    
    40TOTAL Net Revenues
    
    $
    5,611
    
    
    $
    4,750
    
    
    
    18
    %
    
    
    11
    %
    
    
    100
    %
    
    
    100
    %
 
 n/m = not meaningful(1)
    
    EMEA includes Europe, the Middle East and Africa. Revenues
    21




---



##### 



Operating Expenses
  Cost of Services
  Sales and Marketing
  General and Administrative Costs
  22




---



##### 



Operating Income
  Three Months EndedFebruary 29,
    
    
    February 28,
    
    
    Increase2008
    
    
    2007
    
    
    (Decrease)(in millions)Communications & High Tech
    
    $
    185
    
    
    $
    113
    
    
    $
    72Financial Services
    
    
    143
    
    
    
    104
    
    
    
    39Products
    
    
    162
    
    
    
    140
    
    
    
    22Public Service
    
    
    22
    
    
    
    93
    
    
    
    (71
    )Resources
    
    
    126
    
    
    
    109
    
    
    
    17Total
    
    $
    638
    
    
    $
    559
    
    
    $
    79
  
    
    Communications & High Tech operating income increased
due to revenue growth and improved
contract margins.
    
    Financial Services operating income increased primarily due
to outsourcing revenue growth and improved
outsourcing contract margins.
    
    Products operating income increased due to revenue growth, partially offset by lower contract
margins.
    
    Public Service operating income decreased primarily due to delivery inefficiencies on a
few contracts, higher selling costs associated with the development
of early stage
business-development opportunities and revenue adjustments on a small
number of contracts.
    
    Resources operating income increased due to strong revenue growth, partially offset by higher
sales and marketing costs.
 Interest Income
  Other Expense
  Provision for Income Taxes
  Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement No.
109,
 23




---



##### 



Results of Operations for the Six Months Ended February 29, 2008 Compared to the Six Months Ended February 28, 2007
  Six Months Ended
    
    
    
    
    
    
    Percent
    
    
    Percent of Net RevenuesFebruary 29,
    
    
    February 28,
    
    
    Percent
    
    
    Increase
    
    
    for the Six Months Ended2008
    
    
    2007
    
    
    Increase
    
    
    Local
    
    
    February 29,
    
    
    February 28,(in millions)
    
    
    US$
    
    
    Currency
    
    
    2008
    
    
    2007OPERATING GROUPSCommunications & High Tech
    
    $
    2,651
    
    
    $
    2,183
    
    
    
    21
    %
    
    
    14
    %
    
    
    23
    %
    
    
    23
    %Financial Services
    
    
    2,453
    
    
    
    2,118
    
    
    
    16
    
    
    
    8
    
    
    
    22
    
    
    
    22Products
    
    
    2,912
    
    
    
    2,360
    
    
    
    23
    
    
    
    17
    
    
    
    26
    
    
    
    25Public Service
    
    
    1,383
    
    
    
    1,283
    
    
    
    8
    
    
    
    3
    
    
    
    12
    
    
    
    14Resources
    
    
    1,875
    
    
    
    1,550
    
    
    
    21
    
    
    
    13
    
    
    
    17
    
    
    
    16Other
    
    
    11
    
    
    
    10
    
    
    
    n/m
    
    
    
    n/m
    
    
    
    
    
    
    
    TOTAL Net Revenues
    
    
    11,285
    
    
    
    9,504
    
    
    
    19
    %
    
    
    12
    %
    
    
    100
    %
    
    
    100
    %Reimbursements
    
    
    875
    
    
    
    832
    
    
    
    5TOTAL REVENUES
    
    $
    12,160
    
    
    $
    10,336
    
    
    
    18
    %GEOGRAPHIC REGIONSAmericas
    
    $
    4,643
    
    
    $
    4,133
    
    
    
    12
    %
    
    
    10
    %
    
    
    41
    %
    
    
    43
    %EMEA
    
    
    5,674
    
    
    
    4,636
    
    
    
    22
    
    
    
    12
    
    
    
    50
    
    
    
    49Asia Pacific
    
    
    968
    
    
    
    735
    
    
    
    32
    
    
    
    22
    
    
    
    9
    
    
    
    8TOTAL Net Revenues
    
    $
    11,285
    
    
    $
    9,504
    
    
    
    19
    %
    
    
    12
    %
    
    
    100
    %
    
    
    100
    %TYPE OF WORKConsulting
    
    $
    6,810
    
    
    $
    5,743
    
    
    
    19
    %
    
    
    11
    %
    
    
    60
    %
    
    
    60
    %Outsourcing
    
    
    4,475
    
    
    
    3,761
    
    
    
    19
    
    
    
    12
    
    
    
    40
    
    
    
    40TOTAL Net Revenues
    
    $
    11,285
    
    
    $
    9,504
    
    
    
    19
    %
    
    
    12
    %
    
    
    100
    %
    
    
    100
    %
 
 n/m = not meaningful 24




---



##### 



Revenues
         Operating Expenses
  25




---



##### 



Cost of Services
  Sales and Marketing
  General and Administrative Costs
  Operating Income
  Six Months EndedFebruary 29,
    
    
    February 28,
    
    
    Increase2008
    
    
    2007
    
    
    (Decrease)(in millions)Communications & High Tech
    
    $
    313
    
    
    $
    248
    
    
    $
    65Financial Services
    
    
    322
    
    
    
    238
    
    
    
    84Products
    
    
    381
    
    
    
    347
    
    
    
    34Public Service
    
    
    91
    
    
    
    121
    
    
    
    (30
    )Resources
    
    
    257
    
    
    
    215
    
    
    
    42Total
    
    $
    1,364
    
    
    $
    1,169
    
    
    $
    195
  
    
    Communications & High Tech operating income increased due to revenue growth and
improved contract margins, offset by delivery inefficiencies on a consulting contract.
    
    Financial Services operating income increased primarily due
to outsourcing revenue growth and
improved outsourcing contract margins.
    
    Products operating income increased due to revenue growth, partially offset by lower
contract margins.
    
    Public Service operating income decreased primarily due to
higher selling costs associated with the development of early stage business-development
opportunities, delivery inefficiencies
on a few contracts and revenue adjustments on a small number of
contracts. The operating
income for the six months ended February 28, 2007 also reflects asset impairments
associated with an outsourcing contract recorded during the first quarter of fiscal 2007.
    
    Resources operating income increased due to strong revenue growth.
 26




---



##### 



Interest Income
  Other Income (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
and our shares.
  27




---



##### 



Six Months EndedFebruary 29,
    
    
    February 28,2008
    
    
    2007
    
    
    Change(in millions)Net cash provided by (used in):Operating activities
    
    $
    693
    
    
    $
    876
    
    
    $
    (183
    )Investing activities
    
    
    (177
    )
    
    
    66
    
    
    
    (243
    )Financing activities
    
    
    (1,304
    )
    
    
    (1,093
    )
    
    
    (211
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    58
    
    
    
    44
    
    
    
    14Net decrease in cash and cash equivalents
    
    $
    (730
    )
    
    $
    (107
    )
    
    $
    (623
    )
 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
    
    
    
    4Local guaranteed and non-guaranteed lines of credit
    
    
    155
    
    
    
    Total
    
    $
    1,705
    
    
    $
    4
  28




---



##### 



Share Purchases and Redemptions
   Accenture SCA Class I,
II and IIICommon Shares andAccenture Ltd Class A
    
    
    Accenture Canada Holdings Inc.Common Shares
    
    
    Exchangeable Shares
    
    
    TotalShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount(in millions, except share amounts)Accenture SCA Class I
common shares
    
    
    
    
    
    $
    
    
    
    
    14,246,654
    
    
    $
    527
    
    
    
    14,246,654
    
    
    $
    527Accenture Canada Holdings Inc.
exchangeable shares
    
    
    
    
    
    
    
    
    
    
    187,256
    
    
    
    7
    
    
    
    187,256
    
    
    
    7Accenture Ltd Class A
common shares (1)
    
    
    5,898,398
    
    
    
    196
    
    
    
    
    
    
    
    
    
    
    
    5,898,398
    
    
    
    196Other purchases (2)
    
    
    1,976,247
    
    
    
    80
    
    
    
    
    
    
    
    
    
    
    
    1,976,247
    
    
    
    80Inter-company redemptions of SCAClass II common shares and
SCAClass III common shares (3)
    
    
    
    
    
    
    
    
    
    
    22,444,363
    
    
    
    614
    
    
    
    22,444,363
    
    
    
    614Total
    
    
    7,874,645
    
    
    $
    276
    
    
    
    36,878,273
    
    
    $
    1,148
    
    
    
    44,752,918
    
    
    $
    1,424
 
 (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 million. Shares from this transaction were
purchased from certain former senior executives residing outside the United States.(2)
    
    During the six months ended February 29, 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.(3)
    
    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 six months ended February 29, 2008,
we redeemed 10,250,028 Accenture SCA Class III common shares held by Accenture for a cash
outlay of approximately $358 million.    Waiver of Certain Transfer Restrictions
   Total number of
Accenture Ltd Class Acommon shares, SCA Class I commonshares and Accenture Canada Holdings Inc.exchangeable shares that arescheduled to become available for transferafter giving effect to waiver(millions of shares)3rd Quarter Fiscal 2008
    
    
    23.54th Quarter Fiscal 2008
    
    
    23.01st Quarter Fiscal 2009
    
    
    0.52nd Quarter Fiscal 2009
    
    
    0.33rd Quarter Fiscal 2009
    
    
    0.34th Quarter Fiscal 2009
    
    
    61.0
  Total number of
Accenture Ltd Class Acommon shares, SCA Class I commonshares and Accenture Canada Holdings Inc.exchangeable shares that arescheduled to become available for transferafter giving effect to waiver(millions of shares)3rd Quarter Fiscal 2008
    
    
    15.84th Quarter Fiscal 2008
    
    
    15.81st Quarter Fiscal 2009
    
    
    5.42nd Quarter Fiscal 2009
    
    
    5.43rd Quarter Fiscal 2009
    
    
    5.44th Quarter Fiscal 2009
    
    
    5.4
 29




---



##### 



Obligations and Commitments
  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,
 30




---



##### 



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




---



##### 



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
    
    
    Average Price
    
    
    Publicly Announced Plans
    
    
    Publicly Announced PlansPeriod
    
    Shares Purchased (1)
    
    
    Paid per Share
    
    
    or Programs
    
    
    or Programs (2)Accenture SCADecember 1, 2007  December 31,
2007Class I common shares
    
    
    597,100
    
    
    $
    37.69
    
    
    
    
    
    
    
    January 1, 2008  January 31, 2008Class I common shares
    
    
    2,819,213
    
    
    $
    32.85
    
    
    
    
    
    
    
    February 1, 2008  February 29,
2008Class I common shares
    
    
    3,138,860
    
    
    $
    34.89
    
    
    
    
    
    
    
    TotalClass I common shares
    
    
    6,555,173
    
    
    $
    34.27
    
    
    
    
    
    
    
    Accenture Canada Holdings Inc.December 1, 2007  December 31,
2007Exchangeable shares
    
    
    14,174
    
    
    $
    37.99
    
    
    
    
    
    
    
    January 1, 2008  January 31, 2008Exchangeable shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    February 1, 2008  February 29,
2008Exchangeable shares
    
    
    36,721
    
    
    $
    35.62
    
    
    
    
    
    
    
    TotalExchangeable shares
    
    
    50,895
    
    
    $
    36.28
    
    
    
    
    
    
    
    
 
 (1)
    
    During the second quarter of fiscal 2008, we redeemed and purchased a total of 6,555,173
Accenture SCA Class I common shares and 50,895 Accenture Canada Holdings Inc. exchangeable
shares from current and former senior executives and their permitted transferees.(2)
    
    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 February 29,
2008, Accentures and our aggregate available authorization was $3,562 million for the
open-market share purchase program and other share purchase programs. 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
  Total Number of
    
    
    Approximate DollarShares Purchased
    
    
    Value of Shares that MayTotal
    
    
    
    
    
    
    as Part of Publicly
    
    
    Yet Be Purchased UnderNumber of Shares
    
    
    Average Price
    
    
    Announced Plans
    
    
    Publicly AnnouncedPeriod
    
    Purchased
    
    
    Paid per Share
    
    
    or Programs (1)
    
    
    Plans or Programs (2)(in millions)December 1, 2007  December 31,
2007Class A common shares
    
    
    73,463
    
    
    $
    34.84
    
    
    
    
    
    
    $
    3,661Class X common shares
    
    
    816,841
    
    
    $
    0.0000225
    
    
    
    
    
    
    
    January 1, 2008  January 31, 2008Class A common shares
    
    
    41,338
    
    
    $
    36.06
    
    
    
    
    
    
    $
    3,661Class X common shares
    
    
    1,623,238
    
    
    $
    0.0000225
    
    
    
    
    
    
    
    February 1, 2008  February 29,
2008Class A common shares
    
    
    9,536,968
    
    
    $
    33.42
    
    
    
    3,562,820
    
    
    $
    3,345Class X common shares
    
    
    2,338,777
    
    
    $
    0.0000225
    
    
    
    
    
    
    
    TotalClass A common shares (1)(3)(4)
    
    
    9,651,769
    
    
    $
    33.44
    
    
    
    3,562,820Class X common shares (5)
    
    
    4,778,856
    
    
    $
    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 second quarter of fiscal 2008, Accenture repurchased
3,562,820 Accenture Ltd Class A common shares under this program for an aggregate purchase
price of $120 million. The open-market purchase program does not have an expiration date.(2)
    
    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. This authorization is
included in the column above. As of February 29, 2008, Accentures and our aggregate available
authorization was $3,562 million for the open-market share purchase program and other share
purchase programs.(3)
    
    During the second quarter of fiscal 2008, Accenture and the Company purchased 190,551
Accenture Ltd Class A common shares in transactions unrelated to publicly announced share
plans or programs. These transactions consisted primarily 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.(4)
    
    During the second quarter of fiscal 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.(5)
    
    During the second quarter of fiscal 2008, Accenture redeemed 4,778,856 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
   35




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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)10.1
    
    Form of Restricted Share Unit Agreement for director grants
pursuant to the Accenture Ltd 2001 Share Incentive Plan (incorporated
by reference to Exhibit 10.1 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
 36




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SIGNATURES
   ACCENTURE SCA
represented by its general partner,
Accenture Ltd, itself represented
by its duly authorized signatoryBy:
    
    /s/ Pamela J. CraigName:
    
    Pamela J. CraigTitle:
    
    Chief Financial Officer of Accenture Ltd,general partner of Accenture SCA
 37