##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 FOR
THE TRANSITION PERIOD FROM                                        TO
 Commission File Number: 000-49713
 
 ACCENTURE SCA
 (Exact name of Registrant as specified in its charter)
 Luxembourg(State or other jurisdiction of 
incorporation or organization)
    
    98-0351796(I.R.S. Employer
Identification No.)
 46A, Avenue J.F. Kennedy
L-1855 Luxembourg  (Address of principal executive offices)
 (352) 26 42 35 00  (Registrants telephone number, including area code)
 þ o
  o o þ
 o þ
    1




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##### 



ACCENTURE SCA
 INDEX
 PagePart I.
    
    Financial Information
    
    
    3Item 1.
    
    Financial Statements
    
    
    3Consolidated Balance Sheets as of February 28, 2007 (Unaudited) and August 31, 2006
    
    
    3Consolidated Income Statements (Unaudited) for the three and six months ended February 28, 2007
and 2006
    
    
    4Consolidated Shareholders Equity and Comprehensive Income Statements (Unaudited) for the six
months ended February 28, 2007
    
    
    5Consolidated Cash Flows Statements (Unaudited) for the six months ended February 28, 2007 and 2006
    
    
    6Notes to Consolidated Financial Statements (Unaudited)
    
    
    7Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    31Item 4.
    
    Controls and Procedures
    
    
    31Part II.
    
    Other Information
    
    
    31Item 1.
    
    Legal Proceedings
    
    
    31Item 1A.
    
    Risk Factors
    
    
    31Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds; Issuer Purchases of Equity Securities
    
    
    31Item 3.
    
    Defaults upon Senior Securities
    
    
    33Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    33Item 5.
    
    Other Information
    
    
    33Item 6.
    
    Exhibits
    
    
    34Signatures
 2




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##### 



PART I  FINANCIAL INFORMATION
 ITEM 1. FINANCIAL STATEMENTS
 ACCENTURE SCA
 CONSOLIDATED BALANCE SHEETS
February 28, 2007 and August 31, 2006
(In thousands of U.S. dollars, except share and per share amounts)
 February 28,
    
    
    August 31,2007
    
    
    2006(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    2,959,939
    
    
    $
    3,066,988Short-term investments
    
    
    182,007
    
    
    
    352,951Receivables from clients, net of allowances of $43,096 and $48,069, respectively
    
    
    2,287,482
    
    
    
    1,916,450Unbilled services
    
    
    1,448,924
    
    
    
    1,350,211Deferred income taxes, net
    
    
    232,155
    
    
    
    187,720Other current assets
    
    
    446,830
    
    
    
    479,501Total current assets
    
    
    7,557,337
    
    
    
    7,353,821NON-CURRENT ASSETS:Unbilled services
    
    
    83,756
    
    
    
    105,081Investments
    
    
    99,183
    
    
    
    125,119Property and equipment, net of accumulated depreciation of $1,523,201 and $1,359,978, respectively
    
    
    714,469
    
    
    
    727,692Goodwill
    
    
    504,543
    
    
    
    527,648Deferred income taxes, net
    
    
    429,104
    
    
    
    392,211Other non-current assets
    
    
    165,967
    
    
    
    186,508Total non-current assets
    
    
    1,997,022
    
    
    
    2,064,259TOTAL ASSETS
    
    $
    9,554,359
    
    
    $
    9,418,080LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Short-term bank borrowings
    
    $
    1,502
    
    
    $
    2,218Current portion of long-term debt
    
    
    23,507
    
    
    
    22,574Accounts payable
    
    
    832,583
    
    
    
    856,087Deferred revenues
    
    
    1,726,099
    
    
    
    1,511,259Accrued payroll and related benefits
    
    
    1,840,763
    
    
    
    1,693,796Income taxes payable
    
    
    843,678
    
    
    
    722,096Deferred income taxes, net
    
    
    29,372
    
    
    
    49,870Other accrued liabilities
    
    
    778,038
    
    
    
    958,582Total current liabilities
    
    
    6,075,542
    
    
    
    5,816,482NON-CURRENT LIABILITIES:Long-term debt
    
    
    4,249
    
    
    
    27,065Retirement obligation
    
    
    520,517
    
    
    
    492,555Deferred income taxes, net
    
    
    20,781
    
    
    
    16,880Other non-current liabilities
    
    
    238,046
    
    
    
    302,965Total non-current liabilities
    
    
    783,593
    
    
    
    839,465COMMITMENTS AND CONTINGENCIESMINORITY INTEREST
    
    
    77,704
    
    
    
    72,832SHAREHOLDERS EQUITY:Class I common shares, par value 1.25 euros per share, 10,000,000,000 shares authorized,
218,568,621 and 249,233,436 shares issued and outstanding as of February 28, 2007 and
August 31, 2006, respectively
    
    
    244,948
    
    
    
    279,326Class II common shares, par value 1.25 euros per share, 20,000,000,000 shares authorized,
481,106,329 and 476,273,864 shares issued as of February 28, 2007 and August 31, 2006, respectively
    
    
    544,787
    
    
    
    537,048Class III, including Class III-A through -N lettered sub-series common shares, par value 1.25 euros per share,
10,000,000,000 shares authorized, 764,169,153 and 727,992,071 shares issued as of February 28, 2007
and August 31, 2006, respectively
    
    
    863,168
    
    
    
    819,962Restricted share units (related to Accenture Ltd Class A common shares)
    
    
    561,905
    
    
    
    482,289Additional paid-in capital
    
    
    3,671,771
    
    
    
    3,435,364Treasury shares, at cost: Class II common, 10,148,021 and 5,315,556 shares at February 28, 2007 and
August 31, 2006, respectively; Class III common, 215,348,284 and 194,117,186 shares at
February 28, 2007 and August 31, 2006, respectively
    
    
    (5,629,139
    )
    
    
    (4,809,618
    )Investment in Accenture Ltd shares, at cost, 2,633,045 and 342,359 shares at February 28, 2007 and
August 31, 2006, respectively
    
    
    (67,818
    )
    
    
    (9,054
    )Retained earnings
    
    
    2,438,441
    
    
    
    1,980,478Accumulated other comprehensive loss
    
    
    (10,543
    )
    
    
    (26,494
    )Total shareholders equity
    
    
    2,617,520
    
    
    
    2,689,301TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    9,554,359
    
    
    $
    9,418,080
  3




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##### 



ACCENTURE SCA
 CONSOLIDATED INCOME STATEMENTS
For the Three and Six Months Ended February 28, 2007 and 2006
(In thousands of U.S. dollars, except per share amounts)
(Unaudited)
 Three Months Ended February 28,
    
    
    Six Months Ended February 28,2007
    
    
    2006
    
    
    2007
    
    
    2006REVENUES:Revenues before reimbursements
    
    $
    4,749,838
    
    
    $
    4,102,795
    
    
    $
    9,503,926
    
    
    $
    8,272,270Reimbursements
    
    
    419,515
    
    
    
    388,317
    
    
    
    831,786
    
    
    
    761,858Revenues
    
    
    5,169,353
    
    
    
    4,491,112
    
    
    
    10,335,712
    
    
    
    9,034,128OPERATING EXPENSES:Cost of services:Cost of services before
reimbursable expenses
    
    
    3,344,772
    
    
    
    3,234,139
    
    
    
    6,666,616
    
    
    
    6,083,306Reimbursable expenses
    
    
    419,515
    
    
    
    388,317
    
    
    
    831,786
    
    
    
    761,858Cost of services
    
    
    3,764,287
    
    
    
    3,622,456
    
    
    
    7,498,402
    
    
    
    6,845,164Sales and marketing
    
    
    434,293
    
    
    
    393,412
    
    
    
    871,223
    
    
    
    802,014General and administrative costs
    
    
    405,065
    
    
    
    345,347
    
    
    
    784,708
    
    
    
    739,113Reorganization costs (benefits), net
    
    
    6,316
    
    
    
    (7,415
    )
    
    
    12,395
    
    
    
    (2,031
    )Total operating expenses
    
    
    4,609,961
    
    
    
    4,353,800
    
    
    
    9,166,728
    
    
    
    8,384,260OPERATING INCOME
    
    
    559,392
    
    
    
    137,312
    
    
    
    1,168,984
    
    
    
    649,868Gain on investments, net
    
    
    33
    
    
    
    1,792
    
    
    
    2,887
    
    
    
    3,230Interest income
    
    
    34,948
    
    
    
    24,581
    
    
    
    71,255
    
    
    
    54,934Interest expense
    
    
    (6,862
    )
    
    
    (4,558
    )
    
    
    (11,984
    )
    
    
    (9,243
    )Other (expense) income
    
    
    (3,433
    )
    
    
    2,805
    
    
    
    (5,899
    )
    
    
    (13,142
    )INCOME BEFORE INCOME TAXES
    
    
    584,078
    
    
    
    161,932
    
    
    
    1,225,243
    
    
    
    685,647Provision for income taxes
    
    
    171,542
    
    
    
    57,820
    
    
    
    406,850
    
    
    
    253,689INCOME BEFORE MINORITY
INTEREST
    
    
    412,536
    
    
    
    104,112
    
    
    
    818,393
    
    
    
    431,958Minority interest in Accenture Canada
Holdings Inc.
    
    
    (1,763
    )
    
    
    (504
    )
    
    
    (3,589
    )
    
    
    (2,097
    )Minority interest  other
    
    
    (4,503
    )
    
    
    (1,778
    )
    
    
    (10,315
    )
    
    
    (4,548
    )NET INCOME
    
    $
    406,270
    
    
    $
    101,830
    
    
    $
    804,489
    
    
    $
    425,313Cash
dividends per share
    
    $
    
    
    
    $
    
    
    
    $
    0.35
    
    
    $
    0.30
  4




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##### 



ACCENTURE SCA
 CONSOLIDATED SHAREHOLDERS EQUITY AND COMPREHENSIVE INCOME STATEMENTS
For the Six Months Ended February 28, 2007
(In thousands of U.S. dollars and in thousands of share amounts)
(Unaudited)
 RestrictedShare UnitsClass I
    
    
    Class II
    
    
    Class III
    
    
    (related toCommon
    
    
    Common
    
    
    Common
    
    
    Accenture Ltd
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Investment inShares
    
    
    Shares
    
    
    Shares
    
    
    Class A
    
    
    Additional
    
    
    Treasury Shares
    
    
    Accenture LtdNo.
    
    
    
    
    
    
    No.
    
    
    
    
    
    
    No.
    
    
    Common
    
    
    Paid-in
    
    
    
    
    
    
    No.
    
    
    
    
    
    
    No.
    
    
    Retained
    
    
    Accumulated Other$
    
    
    Shares
    
    
    $
    
    
    Shares
    
    
    $
    
    
    Shares
    
    
    Shares)
    
    
    Capital
    
    
    $
    
    
    Shares
    
    
    $
    
    
    Shares
    
    
    Earnings
    
    
    Comprehensive Loss
    
    TotalBalance as of August 31, 2006
    
    $
    279,326
    
    
    
    249,233
    
    
    $
    537,048
    
    
    
    476,274
    
    
    $
    819,962
    
    
    
    727,992
    
    
    $
    482,289
    
    
    $
    3,435,364
    
    
    $
    (4,809,618
    )
    
    
    (199,433
    )
    
    $
    (9,054
    )
    
    
    (342
    )
    
    $
    1,980,478
    
    
    $
    (26,494
    )
    
    $
    2,689,301Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    804,489
    
    
    
    
    
    
    
    804,489Other comprehensive income:Unrealized gains on marketable
securities, net of
reclassification adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,053
    
    
    
    1,053Foreign currency translation
adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,898
    
    
    
    14,898Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,951Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    820,440Income tax benefit on share-based
compensation plans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39,239
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39,239Issuances
and redemptions of Class II and Class III
common shares
    
    
    
    
    
    
    
    
    
    
    7,739
    
    
    
    4,832
    
    
    
    8,828
    
    
    
    5,513
    
    
    
    
    
    
    
    187,940
    
    
    
    (204,507
    )
    
    
    (10,345
    )
    
    
    
    
    
    
    
    
    
    
    (204,452
    )
    
    
    
    
    
    
    (204,452
    )Purchases of Accenture Ltd Class A
common shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,766
    )
    
    
    
    
    
    
    
    
    
    
    (58,764
    )
    
    
    (2,291
    )
    
    
    
    
    
    
    
    
    
    
    (71,530
    )Share-based compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    113,131
    
    
    
    32,127
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    145,258Purchases/redemptions of
Accenture SCA
Class I common shares
    
    
    (34,378
    )
    
    
    (30,664
    )
    
    
    
    
    
    
    
    
    
    
    34,378
    
    
    
    30,664
    
    
    
    
    
    
    
    
    
    
    
    (984,834
    )
    
    
    (30,664
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (984,834
    )Purchases/redemptions of Accenture SCA
Class III common shares and Accenture
Canada Holdings Inc. exchangeable shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,383
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,383
    )Issuances of Accenture SCA Class III common
shares related to employee share programs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (49,718
    )
    
    
    
    
    
    
    369,820
    
    
    
    14,946
    
    
    
    
    
    
    
    
    
    
    
    (37,264
    )
    
    
    
    
    
    
    282,838Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,203
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (104,810
    )
    
    
    
    
    
    
    (88,607
    )Minority interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,250
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,250Balance as of February 28, 2007
    
    $
    244,948
    
    
    
    218,569
    
    
    $
    544,787
    
    
    
    481,106
    
    
    $
    863,168
    
    
    
    764,169
    
    
    $
    561,905
    
    
    $
    3,671,771
    
    
    $
    (5,629,139
    )
    
    
    (225,496
    )
    
    $
    (67,818
    )
    
    
    (2,633
    )
    
    $
    2,438,441
    
    
    $
    (10,543
    )
    
    $
    2,617,520
  5




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##### 



ACCENTURE SCA
 CONSOLIDATED CASH FLOWS STATEMENTS
For the Six Months Ended February 28, 2007 and 2006
(In thousands of U.S. dollars)
(Unaudited)
 2007
    
    
    2006CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    804,489
    
    
    $
    425,313Adjustments to reconcile Net income to Net cash provided by operating activities Depreciation, amortization and asset impairments
    
    
    249,446
    
    
    
    153,918Reorganization costs (benefits), net
    
    
    12,395
    
    
    
    (2,031
    )Share-based compensation expense
    
    
    146,624
    
    
    
    127,398Deferred income taxes, net
    
    
    (72,940
    )
    
    
    (14,993
    )Minority interest
    
    
    13,904
    
    
    
    6,645Other, net
    
    
    1,956
    
    
    
    (1,681
    )Change in assets and liabilities, net of acquisitions (1) Receivables from clients, net
    
    
    (323,490
    )
    
    
    (221,739
    )Other current assets
    
    
    35,707
    
    
    
    11,250Unbilled services, current and non-current
    
    
    (119,840
    )
    
    
    404,854Other non-current assets
    
    
    (8,698
    )
    
    
    (11,304
    )Accounts payable
    
    
    (57,498
    )
    
    
    (27,804
    )Deferred revenues
    
    
    191,303
    
    
    
    273,449Accrued payroll and related benefits
    
    
    119,751
    
    
    
    (70,314
    )Income taxes payable
    
    
    128,005
    
    
    
    (12,823
    )Other accrued liabilities
    
    
    (248,209
    )
    
    
    (5,643
    )Other non-current liabilities
    
    
    3,101
    
    
    
    17,560Net cash provided by operating activities
    
    
    876,006
    
    
    
    1,052,055CASH FLOWS FROM INVESTING ACTIVITIES:Proceeds from maturities and sales of available-for-sale investments
    
    
    545,222
    
    
    
    394,470Purchases of available-for-sale investments
    
    
    (341,210
    )
    
    
    (171,192
    )Proceeds from sales of property and equipment
    
    
    10,261
    
    
    
    10,751Purchases of property and equipment
    
    
    (143,044
    )
    
    
    (149,833
    )Purchases of businesses and investments, net of cash acquired
    
    
    (5,667
    )
    
    
    (37,442
    )Net cash provided by investing activities
    
    
    65,562
    
    
    
    46,754CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common shares
    
    
    282,838
    
    
    
    265,055Purchases of common shares
    
    
    (1,276,199
    )
    
    
    (1,708,569
    )Proceeds from long-term debt
    
    
    1,968
    
    
    
    8,654Repayments of long-term debt
    
    
    (23,147
    )
    
    
    (22,405
    )Proceeds from short-term borrowings
    
    
    9,082
    
    
    
    43,030Repayments of short-term borrowings
    
    
    (9,907
    )
    
    
    (26,821
    )Cash dividends paid
    
    
    (88,607
    )
    
    
    (96,277
    )Excess tax benefits from share-based payment arrangements
    
    
    24,921
    
    
    
    28,540Other, net
    
    
    (14,202
    )
    
    
    (8,661
    )Net cash used in financing activities
    
    
    (1,093,253
    )
    
    
    (1,517,454
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    44,636
    
    
    
    (31,311
    )NET DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (107,049
    )
    
    
    (449,956
    )CASH AND CASH EQUIVALENTS,beginning of period
    
    
    3,066,988
    
    
    
    2,483,990CASH AND CASH EQUIVALENTS,end of period
    
    $
    2,959,939
    
    
    $
    2,034,034
 
 (1)
    
    The change in the assets and liabilities, net of acquisitions for the six
months ended February 28, 2006 includes the impact of a
$450,000 loss provision recorded by the Company in the second quarter of fiscal 2006.  6




---



##### 



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




---



##### 



ACCENTURE SCA
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(In thousands of U.S. dollars, except share and per share amounts or
as otherwise disclosed)
(Unaudited)
  Three Months Ended
    
    
    Six Months EndedFebruary 28,
    
    
    February 28,2007
    
    
    2006
    
    
    2007
    
    
    2006Reorganization liability, beginning of period
    
    $
    365,603
    
    
    $
    378,118
    
    
    $
    350,864
    
    
    $
    381,440Final determinations (1)
    
    
    
    
    
    
    (13,540
    )
    
    
    
    
    
    
    (14,638
    )Changes in estimates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Benefit recorded
    
    
    
    
    
    
    (13,540
    )
    
    
    
    
    
    
    (14,638
    )Interest expense accrued
    
    
    6,316
    
    
    
    6,125
    
    
    
    12,395
    
    
    
    12,607Payments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Costs
    
    
    6,316
    
    
    
    (7,415
    )
    
    
    12,395
    
    
    
    (2,031
    )Foreign currency translation
    
    
    2,263
    
    
    
    3,821
    
    
    
    10,923
    
    
    
    (4,885
    )Reorganization liability, end of period
    
    $
    374,182
    
    
    $
    374,524
    
    
    $
    374,182
    
    
    $
    374,524
 
 (1)
    
    Includes final agreements with tax authorities and expirations of statutes of
limitations.  3. ACCUMULATED OTHER COMPREHENSIVE LOSS
  February 28,
    
    
    August 31,2007
    
    
    2006Unrealized losses on marketable securities, net of reclassification adjustments
    
    $
    (2,426
    )
    
    $
    (3,479
    )Foreign currency translation adjustments
    
    
    24,285
    
    
    
    9,387Minimum pension liability adjustments, net of tax of $22,863
and $22,863, respectively
    
    
    (32,402
    )
    
    
    (32,402
    )Accumulated other comprehensive loss
    
    $
    (10,543
    )
    
    $
    (26,494
    )
  February 28,2007
    
    2006Three months ended
    
    $
    400,003
    
    
    $
    119,144Six months ended
    
    $
    820,440
    
    
    $
    419,031
 8




---



##### 



ACCENTURE SCA
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
(Unaudited)
 4. GOODWILL
  ForeignBalance as of
    
    
    
    
    
    
    Currency
    
    
    Balance as ofAugust 31,
    
    
    Additions/
    
    
    Translation
    
    
    February 28,2006
    
    
    Adjustments
    
    
    Adjustments
    
    
    2007Communications & High Tech
    
    $
    82,739
    
    
    $
    (4,377
    )
    
    $
    2,669
    
    
    $
    81,031Financial Services
    
    
    123,592
    
    
    
    (8,256
    )
    
    
    1,134
    
    
    
    116,470Government
    
    
    33,253
    
    
    
    (4,998
    )
    
    
    679
    
    
    
    28,934Products
    
    
    258,390
    
    
    
    (9,350
    )
    
    
    1,960
    
    
    
    251,000Resources
    
    
    29,674
    
    
    
    (3,387
    )
    
    
    821
    
    
    
    27,108Total
    
    $
    527,648
    
    
    $
    (30,368
    )
    
    $
    7,263
    
    
    $
    504,543
  5. RETIREMENT PLANS
  Pension BenefitsThree Months Ended February 28,2007
    
    
    2006Components of pension benefits expense
    
    U.S. Plans
    
    
    Non-U.S. Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    12,706
    
    
    $
    13,509
    
    
    $
    16,103
    
    
    $
    12,173Interest cost
    
    
    13,510
    
    
    
    7,041
    
    
    
    12,481
    
    
    
    5,225Expected return on plan assets
    
    
    (14,946
    )
    
    
    (6,562
    )
    
    
    (13,080
    )
    
    
    (4,821
    )Amortization of loss
    
    
    325
    
    
    
    344
    
    
    
    7,785
    
    
    
    453Amortization of prior service cost
    
    
    182
    
    
    
    155
    
    
    
    287
    
    
    
    379Special termination benefits charge
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    501Total
    
    $
    11,777
    
    
    $
    14,487
    
    
    $
    23,576
    
    
    $
    13,910
 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)
 Pension BenefitsSix Months Ended February 28,2007
    
    
    2006Components of pension benefits expense
    
    U.S. Plans
    
    
    Non-U.S. Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    25,412
    
    
    $
    26,836
    
    
    $
    32,206
    
    
    $
    25,005Interest cost
    
    
    27,020
    
    
    
    13,997
    
    
    
    24,962
    
    
    
    10,512Expected return on plan assets
    
    
    (29,892
    )
    
    
    (13,081
    )
    
    
    (26,160
    )
    
    
    (9,686
    )Amortization of transitional obligation
    
    
    
    
    
    
    (20
    )
    
    
    
    
    
    
    Amortization of loss
    
    
    650
    
    
    
    694
    
    
    
    15,570
    
    
    
    919Amortization of prior service cost
    
    
    364
    
    
    
    310
    
    
    
    574
    
    
    
    764Special termination benefits charge
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    501Total
    
    $
    23,554
    
    
    $
    28,736
    
    
    $
    47,152
    
    
    $
    28,015
 Postretirement BenefitsThree Months Ended February 28,2007
    
    
    2006Components of postretirement benefits expense
    
    U.S. Plans
    
    
    Non-U.S. Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    1,668
    
    
    $
    319
    
    
    $
    2,524
    
    
    $
    525Interest cost
    
    
    1,520
    
    
    
    401
    
    
    
    1,538
    
    
    
    442Expected return on plan assets
    
    
    (375
    )
    
    
    
    
    
    
    (355
    )
    
    
    Amortization of transitional obligation
    
    
    20
    
    
    
    
    
    
    
    20
    
    
    
    Amortization of loss (gain)
    
    
    
    
    
    
    17
    
    
    
    630
    
    
    
    (201
    )Amortization of prior service cost
    
    
    (200
    )
    
    
    (199
    )
    
    
    (200
    )
    
    
    184Total
    
    $
    2,633
    
    
    $
    538
    
    
    $
    4,157
    
    
    $
    950
 Postretirement BenefitsSix Months Ended February 28,2007
    
    
    2006Components of postretirement benefits expense
    
    U.S. Plans
    
    
    Non-U.S. Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    3,334
    
    
    $
    623
    
    
    $
    5,048
    
    
    $
    1,043Interest cost
    
    
    3,040
    
    
    
    783
    
    
    
    3,076
    
    
    
    877Expected return on plan assets
    
    
    (750
    )
    
    
    
    
    
    
    (710
    )
    
    
    Amortization of transitional obligation
    
    
    40
    
    
    
    
    
    
    
    40
    
    
    
    Amortization of loss (gain)
    
    
    
    
    
    
    33
    
    
    
    1,260
    
    
    
    (146
    )Amortization of prior service cost
    
    
    (400
    )
    
    
    (389
    )
    
    
    (400
    )
    
    
    112Total
    
    $
    5,264
    
    
    $
    1,050
    
    
    $
    8,314
    
    
    $
    1,886
 6. MATERIAL TRANSACTIONS AFFECTING SHAREHOLDERS EQUITY
 Share Purchase Activity
  10




---



##### 



ACCENTURE SCA
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
(Unaudited)
  Accenture SCA Class ICommon Shares andAccenture
Ltd Class ACommon Shares
    
    

Accenture Canada Holdings Inc. Exchangeable Shares
    
    
    TotalShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    AmountDiscounted Tender Offer (1)
    
    
    
    
    
    $
    
    
    
    
    7,538,172
    
    
    $
    187,195
    
    
    
    7,538,172
    
    
    $
    187,195Other Share Purchase Programs:Accenture SCA Class I
common shares
    
    
    
    
    
    
    
    
    
    
    23,126,643
    
    
    
    797,639
    
    
    
    23,126,643
    
    
    
    797,639Accenture Canada Holdings
Inc.
exchangeable shares
    
    
    
    
    
    
    
    
    
    
    442,284
    
    
    
    15,383
    
    
    
    442,284
    
    
    
    15,383Accenture Ltd Class A
common shares (2)
    
    
    1,979,450
    
    
    
    48,991
    
    
    
    
    
    
    
    
    
    
    
    1,979,450
    
    
    
    48,991Other purchases (3)
    
    
    703,821
    
    
    
    22,539
    
    
    
    
    
    
    
    
    
    
    
    703,821
    
    
    
    22,539Inter-company redemptions of SCAClass II common shares and SCAClass III common shares (4)
    
    
    
    
    
    
    
    
    
    
    10,344,732
    
    
    
    204,452
    
    
    
    10,344,732
    
    
    
    204,452Total
    
    
    2,683,271
    
    
    $
    71,530
    
    
    
    41,451,831
    
    
    $
    1,204,669
    
    
    
    44,135,102
    
    
    $
    1,276,199
 
 (1)
    
    On September 11, 2006, the Company and one of its subsidiaries made a tender offer to
Accenture SCA Class I common shareholders that resulted in share redemptions and purchases, effective October 11, 2006, at a price of $24.75
per share.(2)
    
    On November 13, 2006, Accenture Finance (Gibraltar) Ltd, an indirect subsidiary of
Accenture SCA, purchased Accenture Ltd Class A common shares at a price of $24.75 per share
from certain former senior executives residing outside the United States.(3)
    
    During the six months ended February 28, 2007, as authorized under Accentures various
employee equity share plans, Accenture and the Company acquired Accenture Ltd Class A common
shares primarily via share withholding for payroll tax obligations due from employees and
former employees in connection with the delivery of Accenture Ltd Class A common shares
under those plans.(4)
    
    On November 15, 2006, the Company redeemed 4,832,465
Accenture SCA Class II common shares and 5,512,267
Accenture SCA Class III common shares
from Accenture. These redemptions were made in transactions unrelated to publicly
announced share plans or programs. Transactions involving Accenture SCA Class II and
Class III common shares consist exclusively of inter-company transactions undertaken to
facilitate other corporate purposes.  Subsequent Events Related to Share Purchase Activity
   11




---



##### 



ACCENTURE SCA
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
(Unaudited)
 Dividend
  Class III Common Shares
  February 28, 2007
    
    
    August 31, 2006Title of Issuance
    
    Authorized
    
    
    Issued Shares
    
    
    Amount
    
    
    Issued Shares
    
    
    AmountClass III
    
    
    9,782,549,738
    
    
    
    546,718,891
    
    
    $
    617,854
    
    
    
    510,541,809
    
    
    $
    574,648Class III-A
    
    
    5,000,000
    
    
    
    5,000,000
    
    
    
    5,435
    
    
    
    5,000,000
    
    
    
    5,435Class III-B
    
    
    5,000,000
    
    
    
    5,000,000
    
    
    
    5,435
    
    
    
    5,000,000
    
    
    
    5,435Class III-C
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,870
    
    
    
    10,000,000
    
    
    
    10,870Class III-D
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,870
    
    
    
    10,000,000
    
    
    
    10,870Class III-E
    
    
    15,000,000
    
    
    
    15,000,000
    
    
    
    16,304
    
    
    
    15,000,000
    
    
    
    16,304Class III-F
    
    
    15,000,000
    
    
    
    15,000,000
    
    
    
    16,304
    
    
    
    15,000,000
    
    
    
    16,304Class III-G
    
    
    20,000,000
    
    
    
    20,000,000
    
    
    
    21,739
    
    
    
    20,000,000
    
    
    
    21,739Class III-H
    
    
    25,000,000
    
    
    
    25,000,000
    
    
    
    27,174
    
    
    
    25,000,000
    
    
    
    27,174Class III-I
    
    
    5,000,000
    
    
    
    5,000,000
    
    
    
    5,435
    
    
    
    5,000,000
    
    
    
    5,435Class III-J
    
    
    5,000,000
    
    
    
    5,000,000
    
    
    
    5,435
    
    
    
    5,000,000
    
    
    
    5,435Class III-K
    
    
    16,050,000
    
    
    
    16,050,000
    
    
    
    18,074
    
    
    
    16,050,000
    
    
    
    18,074Class III-L
    
    
    5,025,720
    
    
    
    5,025,720
    
    
    
    5,540
    
    
    
    5,025,720
    
    
    
    5,540Class III-M
    
    
    68,626,707
    
    
    
    68,626,707
    
    
    
    78,398
    
    
    
    68,626,707
    
    
    
    78,398Class III-N
    
    
    12,747,835
    
    
    
    12,747,835
    
    
    
    18,301
    
    
    
    12,747,835
    
    
    
    18,301Total
    
    
    10,000,000,000
    
    
    
    764,169,153
    
    
    $
    863,168
    
    
    
    727,992,071
    
    
    $
    819,962
 7. COMMITMENTS AND CONTINGENCIES
 Commitments and Guarantees
    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)
   Legal Contingencies
  8. SEGMENT REPORTING
 Disclosures about Segments of an Enterprise
and Related Information
   Three Months Ended February 28,2007
    
    
    2006Revenues Before
    
    
    Operating
    
    
    Revenues Before
    
    
    OperatingReimbursements
    
    
    Income
    
    
    Reimbursements
    
    
    Income (Loss)Communications & High Tech
    
    $
    1,086,164
    
    
    $
    113,600
    
    
    $
    1,026,092
    
    
    $
    177,488Financial Services
    
    
    1,050,667
    
    
    
    103,809
    
    
    
    833,362
    
    
    
    102,332Government
    
    
    655,064
    
    
    
    92,629
    
    
    
    597,687
    
    
    
    (136,584
    )Products
    
    
    1,165,094
    
    
    
    140,331
    
    
    
    1,004,205
    
    
    
    (82,678
    )Resources
    
    
    787,420
    
    
    
    109,023
    
    
    
    639,066
    
    
    
    76,754Other
    
    
    5,429
    
    
    
    
    
    
    
    2,383
    
    
    
    Total
    
    $
    4,749,838
    
    
    $
    559,392
    
    
    $
    4,102,795
    
    
    $
    137,312
 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)
 Six Months Ended February 28,2007
    
    
    2006Revenues Before
    
    
    Operating
    
    
    Revenues Before
    
    
    OperatingReimbursements
    
    
    Income
    
    
    Reimbursements
    
    
    Income (Loss)Communications & High Tech
    
    $
    2,182,554
    
    
    $
    248,001
    
    
    $
    2,073,633
    
    
    $
    349,794Financial Services
    
    
    2,117,914
    
    
    
    237,701
    
    
    
    1,688,234
    
    
    
    183,935Government
    
    
    1,282,892
    
    
    
    120,991
    
    
    
    1,195,806
    
    
    
    (74,962
    )Products
    
    
    2,359,762
    
    
    
    347,410
    
    
    
    2,021,240
    
    
    
    35,055Resources
    
    
    1,550,410
    
    
    
    214,881
    
    
    
    1,289,352
    
    
    
    156,046Other
    
    
    10,394
    
    
    
    
    
    
    
    4,005
    
    
    
    Total
    
    $
    9,503,926
    
    
    $
    1,168,984
    
    
    $
    8,272,270
    
    
    $
    649,868
 9. NEWLY ISSUED ACCOUNTING STANDARDS
 Accounting for Uncertainty in Income Taxes-an interpretation of FASB
Statement No. 109
 Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of
FASB Statements No. 87, 106, and 132(R)
 Considering the
Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements
 14




---



##### 



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
 The following discussion and analysis should be read in conjunction with our Consolidated
Financial Statements and related Notes included elsewhere in this Quarterly Report on Form 10-Q and
in our Annual Report on Form 10-K for the year ended August 31, 2006, and with the information
under the heading Managements Discussion and Analysis of Financial Condition and Results of
Operations in our Annual Report on Form 10-K for the year ended August 31, 2006.
 We use the terms we, our Company, our and us in this report to refer to Accenture SCA
and its subsidiaries. All references to years, unless otherwise noted, refer to our fiscal year,
which ends on August 31. For example, a reference to fiscal 2006 means the 12-month period that
ended on August 31, 2006. All references to quarters, unless otherwise noted, refer to the quarters
of our fiscal year.
 Disclosure Regarding Forward-Looking Statements
  
    
    Our results of operations could be negatively affected if we cannot expand and develop
our services and solutions in response to changes in technology and client demand.
    
    The consulting, systems integration and technology, and outsourcing markets are highly
competitive, and we might not be able to compete effectively.
    
    Our results of operations could be affected by economic and political conditions and the
effects of these conditions on our clients businesses and levels of business activity.
    
    Our work with government clients exposes us to additional risks inherent in the government contracting process.
    
    Our business could be adversely affected if our clients are not satisfied with our services.
    
    Our business could be negatively affected if we incur legal liability in connection with providing our solutions and services.
    
    Our results of operations could be adversely affected if our clients terminate their contracts with us on short notice.
    
    Outsourcing services are a significant part of our business and subject us to operational and financial risk.
    
    We could be subject to liabilities if our subcontractors or the third parties with whom
we partner cannot deliver their project contributions on time or at all.
    
    Our results of operations may be affected by the rate of growth in the use of technology
in business and the type and level of technology spending by our clients.
    
    Our profitability could suffer if we are not able to maintain favorable pricing rates.
    
    Our profitability could suffer if we are not able to maintain favorable utilization rates.
    
    If our pricing structures do not accurately anticipate the cost and complexity of
performing our work, then our contracts could be unprofitable.
 15




---



##### 




    
    Many of our contracts utilize performance pricing that links some of our fees to the
attainment of various performance or business targets. This could increase the variability
of our revenues and margins.
    
    Our alliance relationships may not be successful.
    
    Our global operations are subject to complex risks, some of which might be beyond our control.
    
    Our profitability could suffer if we are not able to control our costs.
    
    If we are unable to attract, retain and motivate employees or efficiently utilize their
skills, we might not be able to compete effectively and will not be able to grow our
business.
    
    If we are unable to collect our receivables or amounts extended to our clients as
financing, our results of operations could be adversely affected.
    
    Tax legislation and negative publicity related to Bermuda companies such as our general
partner, Accenture Ltd (Accenture), could lead to an increase in our tax burden or affect
our relationships with our clients.
    
    Our services or solutions could infringe upon the intellectual property rights of others
or we might lose our ability to utilize the intellectual property of others.
    
    We have only a limited ability to protect our intellectual property rights, which are
important to our success.
    
    If we are unable to manage the organizational challenges associated with the size and
expansion of our company, we might be unable to achieve our business objectives.
    
    We might acquire other businesses or technologies, and there is a risk that we might not
successfully integrate them with our business or might otherwise fail to achieve our
strategic objectives.
    
    The share price of Accenture Ltd Class A common shares and, consequently, the market
value of Accenture SCA Class I common shares, could be adversely affected from time to time
by sales, or the anticipation of future sales, of Accenture Ltd Class A common shares held
by our employees and former employees or received upon the redemption of Accenture SCA Class
I common shares.
    
    The share price of Accenture Ltd Class A common shares has fluctuated in the past and
could continue to fluctuate, including in response to variability in revenues, operating
results and profitability, and as a result our share price could be difficult to predict.
    
    Our share price could be adversely affected if we are unable to maintain effective
internal controls.
    
    We are registered in Luxembourg and a significant portion of our assets are located
outside the United States. As a result, it might not be possible for shareholders to enforce
civil liability provisions of the Federal or state securities laws of the United States.
    
    Luxembourg law differs from the laws in effect in the United States and might afford less
protection to shareholders.
    
    We might be unable to access additional capital on favorable terms or at all. If we raise
equity capital, it may dilute our shareholders ownership interest in us.
  Overview
  16




---



##### 



17




---



##### 



The NHS Contracts
  Bookings and Backlog
    18




---



##### 



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




---



##### 



Percent of TotalRevenues BeforePercent
    
    
    Reimbursements for theThree Months Ended
    
    
    Percent
    
    
    Increase
    
    
    Three Months EndedFebruary 28,
    
    
    Increase
    
    
    Local
    
    
    February 28,2007
    
    
    2006
    
    
    US$
    
    
    Currency
    
    
    2007
    
    
    2006(in millions)OPERATING GROUPSCommunications & High Tech
    
    $
    1,086
    
    
    $
    1,026
    
    
    
    6
    %
    
    
    1
    %
    
    
    23
    %
    
    
    25
    %Financial Services
    
    
    1,051
    
    
    
    833
    
    
    
    26
    
    
    
    18
    
    
    
    22
    
    
    
    20Government
    
    
    655
    
    
    
    598
    
    
    
    10
    
    
    
    6
    
    
    
    14
    
    
    
    15Products
    
    
    1,165
    
    
    
    1,004
    
    
    
    16
    
    
    
    11
    
    
    
    24
    
    
    
    24Resources
    
    
    787
    
    
    
    639
    
    
    
    23
    
    
    
    18
    
    
    
    17
    
    
    
    16Other
    
    
    6
    
    
    
    3
    
    
    
    n/m
    
    
    
    n/m
    
    
    
    
    
    
    
    TOTAL Revenues Before Reimbursements
    
    
    4,750
    
    
    
    4,103
    
    
    
    16
    %
    
    
    10
    %
    
    
    100
    %
    
    
    100
    %Reimbursements
    
    
    419
    
    
    
    388
    
    
    
    8TOTAL REVENUES
    
    $
    5,169
    
    
    $
    4,491
    
    
    
    15
    %GEOGRAPHYAmericas
    
    $
    2,043
    
    
    $
    1,898
    
    
    
    8
    %
    
    
    7
    %
    
    
    43
    %
    
    
    46
    %EMEA (1)
    
    
    2,334
    
    
    
    1,914
    
    
    
    22
    
    
    
    11
    
    
    
    49
    
    
    
    47Asia Pacific
    
    
    373
    
    
    
    291
    
    
    
    28
    
    
    
    24
    
    
    
    8
    
    
    
    7TOTAL Revenues Before Reimbursements
    
    $
    4,750
    
    
    $
    4,103
    
    
    
    16
    %
    
    
    10
    %
    
    
    100
    %
    
    
    100
    %TYPE OF WORKConsulting
    
    $
    2,834
    
    
    $
    2,466
    
    
    
    15
    %
    
    
    9
    %
    
    
    60
    %
    
    
    60
    %Outsourcing
    
    
    1,916
    
    
    
    1,637
    
    
    
    17
    
    
    
    12
    
    
    
    40
    
    
    
    40TOTAL Revenues Before Reimbursements
    
    $
    4,750
    
    
    $
    4,103
    
    
    
    16
    %
    
    
    10
    %
    
    
    100
    %
    
    
    100
    %
 
 n/m = not meaningful(1)
    
    EMEA includes Europe, the Middle East and Africa. Three Months Ended February 28, 2007 Compared to Three Months Ended February 28, 2006
 Revenues
    20




---



##### 



Operating Expenses
  Cost of Services
  Sales and Marketing
  21




---



##### 



General and Administrative Costs
  Operating Income
  Effect of
    
    
    NetThree Months Ended February 28,
    
    
    Increase
    
    
    Reorganization
    
    
    Increase2007
    
    
    2006
    
    
    (Decrease)
    
    
    Benefits (1)(2)
    
    

(Decrease)(1)(in millions)Communications & High Tech
    
    $
    113
    
    
    $
    177
    
    
    $
    (64
    )
    
    $
    3
    
    
    $
    (61
    )Financial Services
    
    
    104
    
    
    
    102
    
    
    
    2
    
    
    
    3
    
    
    
    5Government
    
    
    93
    
    
    
    (136
    )
    
    
    229
    
    
    
    2
    
    
    
    231Products
    
    
    140
    
    
    
    (83
    )
    
    
    223
    
    
    
    3
    
    
    
    226Resources
    
    
    109
    
    
    
    77
    
    
    
    32
    
    
    
    2
    
    
    
    34Total
    
    $
    559
    
    
    $
    137
    
    
    $
    422
    
    
    $
    14
    
    
    $
    435
 
 (1)
    
    May not total due to rounding.(2)
    
    Represents the effect of reorganization benefits recorded during the three
months ended February 28, 2006.  
    
    Communications & High Tech operating income decreased due to higher compensation costs, a
decline in contract margins due to a lower proportion of high margin consulting contracts
and higher general and administrative costs as a percentage of revenues before
reimbursements.
    
    Financial Services operating income increased due to strong revenue growth, higher
utilization and lower combined sales and marketing and general and administrative costs as a
percentage of revenues before reimbursements, offset by higher compensation costs and
delivery inefficiencies on a small number of contracts.
    
    Government recorded operating income for the three months ended February 28, 2007,
compared to an operating loss for the three months ended February 28, 2006 due to the impact
of a $225 million loss provision associated with the NHS Contracts recorded in fiscal 2006.
The operating income for the three months ended February 28, 2007 also reflects outsourcing
revenue growth across all geographic regions, consulting revenue
growth in our Americas and EMEA regions and improved contract margins, offset by higher
compensation costs.
    
    Products recorded operating income for the three months ended February 28, 2007, compared
to an operating loss for the three months ended February 28, 2006 due to the impact of a
$225 million loss provision associated with the NHS Contracts recorded in fiscal 2006. The
operating income for the three months ended February 28, 2007 also reflects strong revenue
growth in our EMEA and Americas regions, offset by higher
compensation costs and delivery inefficiencies on a small number of contracts.
    
    Resources operating income increased due to strong revenue growth, improved contract
margins and lower combined sales and
marketing and general and administrative costs as a percentage of revenues before
reimbursements, partially offset by higher compensation costs.
 22




---



##### 



Interest Income
  Other (Expense) Income
  Provision for Income Taxes
    23




---



##### 



Six Months Ended February 28, 2007 Compared to Six Months Ended February 28, 2006
  Percent of TotalRevenues BeforePercent
    
    
    Reimbursements for theSix Months Ended
    
    
    Percent
    
    
    Increase
    
    
    Six Months EndedFebruary 28,
    
    
    Increase
    
    
    Local
    
    
    February 28,2007
    
    
    2006
    
    
    US$
    
    
    Currency
    
    
    2007
    
    
    2006(in millions)OPERATING GROUPSCommunications & High Tech
    
    $
    2,183
    
    
    $
    2,074
    
    
    
    5
    %
    
    
    1
    %
    
    
    23
    %
    
    
    25
    %Financial Services
    
    
    2,118
    
    
    
    1,688
    
    
    
    25
    
    
    
    20
    
    
    
    22
    
    
    
    20Government
    
    
    1,283
    
    
    
    1,196
    
    
    
    7
    
    
    
    5
    
    
    
    14
    
    
    
    15Products
    
    
    2,360
    
    
    
    2,021
    
    
    
    17
    
    
    
    13
    
    
    
    25
    
    
    
    24Resources
    
    
    1,550
    
    
    
    1,289
    
    
    
    20
    
    
    
    16
    
    
    
    16
    
    
    
    16Other
    
    
    10
    
    
    
    4
    
    
    
    n/m
    
    
    
    n/m
    
    
    
    
    
    
    
    TOTAL Revenues Before Reimbursements
    
    
    9,504
    
    
    
    8,272
    
    
    
    15
    %
    
    
    11
    %
    
    
    100
    %
    
    
    100
    %Reimbursements
    
    
    832
    
    
    
    762
    
    
    
    9TOTAL REVENUES
    
    $
    10,336
    
    
    $
    9,034
    
    
    
    14
    %GEOGRAPHYAmericas
    
    $
    4,133
    
    
    $
    3,753
    
    
    
    10
    %
    
    
    10
    %
    
    
    43
    %
    
    
    45
    %EMEA
    
    
    4,636
    
    
    
    3,925
    
    
    
    18
    
    
    
    10
    
    
    
    49
    
    
    
    48Asia Pacific
    
    
    735
    
    
    
    594
    
    
    
    24
    
    
    
    21
    
    
    
    8
    
    
    
    7TOTAL Revenues Before Reimbursements
    
    $
    9,504
    
    
    $
    8,272
    
    
    
    15
    %
    
    
    11
    %
    
    
    100
    %
    
    
    100
    %TYPE OF WORKConsulting
    
    $
    5,743
    
    
    $
    5,042
    
    
    
    14
    %
    
    
    10
    %
    
    
    60
    %
    
    
    61
    %Outsourcing
    
    
    3,761
    
    
    
    3,230
    
    
    
    16
    
    
    
    12
    
    
    
    40
    
    
    
    39TOTAL Revenues Before Reimbursements
    
    $
    9,504
    
    
    $
    8,272
    
    
    
    15
    %
    
    
    11
    %
    
    
    100
    %
    
    
    100
    %
 Revenues
     24




---



##### 



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




---



##### 



Operating Income
  Effect ofSix Months Ended February 28,
    
    
    Increase
    
    
    Reorganization
    
    
    Net Increase2007
    
    
    2006
    
    
    (Decrease)
    
    
    Benefits (1)
    
    
    (Decrease)(in millions)Communications & High Tech
    
    $
    248
    
    
    $
    350
    
    
    $
    (102
    )
    
    $
    4
    
    
    $
    (98
    )Financial Services
    
    
    238
    
    
    
    184
    
    
    
    54
    
    
    
    3
    
    
    
    57Government
    
    
    121
    
    
    
    (75
    )
    
    
    196
    
    
    
    2
    
    
    
    198Products
    
    
    347
    
    
    
    35
    
    
    
    312
    
    
    
    4
    
    
    
    316Resources
    
    
    215
    
    
    
    156
    
    
    
    59
    
    
    
    2
    
    
    
    61Total
    
    $
    1,169
    
    
    $
    650
    
    
    $
    519
    
    
    $
    15
    
    
    $
    534
 
 (1)
    
    Represents the effect of reorganization benefits recorded during the six months
ended February 28, 2006.  
    
    Communications & High Tech operating income decreased due to higher compensation costs, a
decline in contract margins due to a lower proportion of high margin consulting contracts
and higher combined sales and marketing and general and administrative costs as a percentage
of revenues before reimbursements.
    
    Financial Services operating income increased due to strong revenue growth, higher
utilization and lower combined sales and marketing and general and administrative costs as a
percentage of revenues before reimbursements, partially offset by higher compensation costs.
    
    Government recorded operating income for the six months ended February 28, 2007, compared
to an operating loss for the six months ended February 28, 2006 due to the impact of a $225
million loss provision associated with the NHS Contracts recorded during the three months
ended February 28, 2006. The operating income for the six months ended February 28, 2007
also reflects consulting revenue growth in our Americas and EMEA regions, outsourcing revenue growth in our Asia Pacific and
EMEA regions and improved consulting contract margins, offset by higher compensation costs
and asset impairments associated with an outsourcing contract recorded during the first
quarter of fiscal 2007.
    
    Products operating income increased due to the impact of a $225 million loss provision
associated with the NHS Contracts recorded during the three months ended February 28, 2006.
The operating income increase also reflects strong revenue growth in our Americas and EMEA
regions, partially offset by higher compensation costs.
    
    Resources operating income increased due to strong revenue growth, improved contract
margins and lower combined sales and marketing and general and administrative costs as a
percentage of revenues before reimbursements, partially offset by higher compensation costs.
  Interest Income
  26




---



##### 



Other Expense
  Provision for Income Taxes
    Liquidity and Capital Resources
  
    
    take advantage of opportunities, including more rapid expansion;
    
    acquire complementary businesses or technologies;
    
    develop new services and solutions;
    
    respond to competitive pressures; or
    
    facilitate purchases, redemptions and exchanges of Accenture shares.
   Six Months Ended February 28,2007
    
    
    2006
    
    
    Change(in millions)Net cash provided by (used in):Operating activities
    
    $
    876
    
    
    $
    1,052
    
    
    $
    (176
    )Investing activities
    
    
    66
    
    
    
    47
    
    
    
    19Financing activities
    
    
    (1,093
    )
    
    
    (1,517
    )
    
    
    424Effect of exchange rate changes on cash and cash equivalents
    
    
    44
    
    
    
    (32
    )
    
    
    76Net decrease in cash and cash equivalents
    
    $
    (107
    )
    
    $
    (450
    )
    
    $
    343
 27




---



##### 



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
    
    
    
    1Local guaranteed and non-guaranteed lines of credit
    
    
    136
    
    
    
    Total
    
    $
    1,686
    
    
    $
    1
  Client Financing
  February 28,
    
    
    August 31,2007
    
    
    2006(in millions, except number of clients)Number of clients
    
    
    21
    
    
    
    25Client financing included in Current unbilled services
    
    $
    109
    
    
    $
    158Client financing included in Non-current unbilled services
    
    
    84
    
    
    
    105Total client financing, current and non-current
    
    $
    193
    
    
    $
    263
  28




---



##### 



Share Purchases and Redemptions
   Accenture
SCA Class ICommon Shares andAccenture
Ltd Class ACommon Shares
    
    

Accenture Canada
HoldingsInc. Exchangeable Shares
    
    
    TotalShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount(in millions, except share amounts)Discounted Tender Offer (1)
    
    
    
    
    
    $
    
    
    
    
    7,538,172
    
    
    $
    187
    
    
    
    7,538,172
    
    
    $
    187Other Share Purchase Programs:Accenture SCA Class I
common shares
    
    
    
    
    
    
    
    
    
    
    23,126,643
    
    
    
    798
    
    
    
    23,126,643
    
    
    
    798Accenture Canada Holdings Inc.
exchangeable shares
    
    
    
    
    
    
    
    
    
    
    442,284
    
    
    
    15
    
    
    
    442,284
    
    
    
    15Accenture Ltd Class A
common shares (2)
    
    
    1,979,450
    
    
    
    49
    
    
    
    
    
    
    
    
    
    
    
    1,979,450
    
    
    
    49Other purchases (3)
    
    
    703,821
    
    
    
    23
    
    
    
    
    
    
    
    
    
    
    
    703,821
    
    
    
    23Inter-company redemptions of SCAClass II common shares and SCAClass II common shares (4)
    
    
    
    
    
    
    
    
    
    
    10,344,732
    
    
    
    204
    
    
    
    10,344,732
    
    
    
    204Total
    
    
    2,683,271
    
    
    $
    72
    
    
    
    41,451,831
    
    
    $
    1,204
    
    
    
    44,135,102
    
    
    $
    1,276
 
 (1)
    
    On September 11, 2006, we made a tender offer to Accenture SCA Class I common shareholders
that resulted in share redemptions and purchases, effective October 11, 2006, at a price of
$24.75 per share.(2)
    
    On November 13, 2006, Accenture Finance (Gibraltar) Ltd, an indirect subsidiary of Accenture
SCA, purchased Accenture Ltd Class A common shares at a price of $24.75 per share from certain
former senior executives residing outside the United States.(3)
    
    During the six months ended February 28, 2007, as authorized under Accentures various
employee equity share plans, Accenture and we acquired Accenture Ltd Class A common shares
primarily via share withholding for payroll tax obligations due from employees and former
employees in connection with the delivery of Accenture Ltd Class A common shares under those
plans.(4)
    
    On November 15, 2006, we redeemed 4,832,465 Accenture
SCA Class II common shares and 5,512,267 Accenture
SCA Class III common shares from Accenture. These redemptions were made in transactions
unrelated to publicly announced share plans or programs. Transactions involving Accenture SCA
Class II and Class III common shares consist exclusively of inter-company transactions
undertaken to facilitate other corporate purposes.  Subsequent Developments Related to Share Purchase Activity
   29




---



##### 



Off-Balance Sheet Arrangements
   Newly Issued Accounting Standards
 Accounting for Uncertainty in Income Taxes-an interpretation of FASB
Statement No. 109
 Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of
FASB Statements No. 87, 106, and 132(R)
 Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements
 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
    ITEM 1A. RISK FACTORS
  ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS; ISSUER PURCHASES OF EQUITY
SECURITIES
 Purchases and redemptions of Accenture SCA Class I common shares and Accenture Canada Holdings Inc.
exchangeable shares
  31




---



##### 



Approximate DollarTotal Number of Shares
    
    Value of Shares that MayPurchased as Part of
    
    Yet Be Purchased UnderTotal Number of Shares
    
    Average Price
    
    Publicly Announced
    
    Publicly AnnouncedPeriod
    
    Purchased (1)
    
    Paid per Share
    
    Plans or Programs
    
    Plans or ProgramsAccenture
SCADecember 1, 2006  December 31, 2006Class I common shares
    
    
    1,801,778
    
    
    $
    36.65
    
    
    
    
    
    
    
    January 1, 2007  January 31, 2007Class I common shares
    
    
    4,893,182
    
    
    $
    36.90
    
    
    
    
    
    
    
    February 1, 2007  February 28, 2007Class I common shares
    
    
    2,268,533
    
    
    $
    38.51
    
    
    
    
    
    
    
    TotalClass I
common shares (2)
    
    
    8,963,493
    
    
    $
    37.26
    
    
    
    
    
    
    
    Accenture
Canada Holdings Inc.December 1, 2006  December 31, 2006Exchangeable shares
    
    
    77,374
    
    
    $
    36.32
    
    
    
    
    
    
    
    January 1, 2007  January 31, 2007Exchangeable shares
    
    
    101,275
    
    
    $
    37.00
    
    
    
    
    
    
    
    February 1, 2007  February 28, 2007Exchangeable shares
    
    
    45,316
    
    
    $
    38.35
    
    
    
    
    
    
    
    TotalExchangeable shares (2)
    
    
    223,965
    
    
    $
    37.04
    
    
    
    
    
    
    
    
 
 (1)
    
    As of February 28, 2007, the Board of Directors of Accenture had authorized an aggregate of
$4.2 billion for purchases and redemptions of shares from our current and former senior
executives and their permitted transferees under Accentures Senior Executive Trading Policy
and Accentures prior Share Management Plan. As of February 28, 2007, an aggregate of $80
million remained available for these purchases and redemptions.(2)
    
    During the second quarter of fiscal 2007, we redeemed and purchased a total of 8,963,493
Accenture SCA Class I common shares and 223,965 Accenture Canada Holdings Inc. exchangeable
shares from current and former senior executives and their permitted transferees. Purchases and redemptions of Accenture SCA Class II and Class III common shares
    Purchases and redemptions of Accenture Ltd Class A common shares and Class X common shares
  32




---



##### 



Approximate DollarTotal Number of Shares
    
    Value of Shares that MayPurchased as Part of
    
    Yet Be Purchased UnderTotal Number of Shares
    
    Average Price
    
    Publicly Announced
    
    Publicly Announced PlansPeriod
    
    Purchased
    
    Paid per Share
    

Plans or Programs (1)
    
    or Programs(in millions)December 1, 2006 
December 31, 2006Class A common shares
    
    
    85,250
    
    
    $
    33.84
    
    
    
    
    
    
    $
    978Class X common shares
    
    
    33,765,823
    
    
    $
    0.0000225
    
    
    
    
    
    
    
    January 1, 2007  January 31,
2007Class A common shares
    
    
    21,872
    
    
    $
    36.77
    
    
    
    
    
    
    $
    978Class X common shares
    
    
    5,488,232
    
    
    $
    0.0000225
    
    
    
    
    
    
    
    February 1, 2007  February
28, 2007Class A common shares
    
    
    55,412
    
    
    $
    37.91
    
    
    
    
    
    
    $
    978Class X common shares
    
    
    2,011,597
    
    
    $
    0.0000225
    
    
    
    
    
    
    
    TotalClass A common shares (1)(2)
    
    
    162,534
    
    
    $
    35.62
    
    
    
    Class X common shares (3)
    
    
    41,265,652
    
    
    $
    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 2007, Accenture did not purchase
any Accenture Ltd Class A common shares under this program. To date, the Board of Directors of
Accenture has authorized an aggregate of $2.4 billion for use in these open-market share
purchases. As of February 28, 2007, an aggregate of $978 million remained available for these
open-market share purchases. The open-market purchase program does not have an expiration
date.(2)
    
    During the second quarter of fiscal 2007, Accenture and the Company purchased 162,534
Accenture Ltd Class A common shares in transactions unrelated to publicly announced share
plans or programs. These transactions consisted of acquisitions of Accenture Ltd Class A
common shares via share withholding for payroll tax obligations due from employees and former
employees in connection with the delivery of Accenture Ltd Class A common shares under our
various employee equity share plans.(3)
    
    During the second quarter of fiscal 2007, Accenture redeemed 41,265,652 Accenture Ltd Class X
common shares pursuant to its bye-laws. Accenture Ltd Class X common shares are redeemable at
their par value of $0.0000225 per share. ITEM 3. DEFAULTS UPON SENIOR SECURITIES
  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  ITEM 5. OTHER INFORMATION
   33




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##### 



ITEM 6. EXHIBITS
  ExhibitNumber
    
    Exhibit3.1
    
    Form of Articles of Association of Accenture SCA, consolidated and updated as of
June 28, 2005 (incorporated by reference to Exhibit 10.1 to the May 31, 2005
Accenture Ltd 10-Q)3.2
    
    Form of Bye-laws of Accenture Ltd, effective as of February 2, 2005 (incorporated
by reference to Exhibit 3.1 to the February 28, 2005 Accenture Ltd 10-Q)10.1
    
    Form of Key Executive Performance-Based Award Restricted Share Unit Agreement
pursuant to the Accenture Ltd 2001 Share Incentive Plan (incorporated by reference
to Exhibit 10.1 to the February 28, 2007 Accenture Ltd 10-Q)10.2
    
    Form of Senior Officer Performance Equity Award Restricted Share Unit Agreement
pursuant to the Accenture Ltd 2001 Share Incentive Plan (incorporated by reference
to Exhibit 10.2 to the February 28, 2007 Accenture Ltd 10-Q)10.3
    
    Form of Senior Leadership Equity Award Restricted Share Unit Agreement pursuant to
the Accenture Ltd 2001 Share Incentive Plan (incorporated by reference to Exhibit
10.3 to the February 28, 2007 Accenture Ltd 10-Q)10.4
    
    Form of Voluntary Equity Investment Program Matching Grant Restricted Share Unit
Agreement pursuant to the Accenture Ltd 2001 Share Incentive Plan (incorporated by
reference to Exhibit 10.4 to the February 28, 2007 Accenture Ltd 10-Q)10.5
    
    Form of Employment Agreement of Ms. Craig (incorporated by reference to Exhibit
10.10 to the Accenture Ltd Registration Statement on Form S-1/A filed on June 8,
2001)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
 34




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##### 



SIGNATURES
   ACCENTURE SCABy:
    /s/ Pamela J. CraigName:
    Pamela J. CraigTitle:
    Chief Financial Officer of
Accenture Ltd, general partner of
Accenture SCA 35