##### 



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 1934FOR THE QUARTERLY PERIOD ENDED
    MAY 31, 2006ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934FOR THE TRANSITION PERIOD
    FROM          TO   Commission File Number:
    000-47913
      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
  Rule 12b-2
 o o þ
  Rule 12b-2 o þ




---



##### 



ACCENTURE
    SCA
  INDEX
  PagePart I.


Financial Information


3Item 1.


Financial Statements


3Consolidated Balance Sheets as of
    May 31, 2006 (unaudited) and August 31, 2005


3Consolidated Income Statements
    (unaudited) for the three and nine months ended May 31,
    2006 and 2005


4Consolidated Shareholders
    Equity and Comprehensive Income Statements (unaudited) for the
    nine months ended May 31, 2006


5Consolidated Cash Flows Statements
    (unaudited) for the nine months ended May 31, 2006 and 2005


6Notes to Consolidated Financial
    Statements (unaudited)


7Item 2.


Managements Discussion and
    Analysis of Financial Condition and Results of Operations


22Item 3.


Quantitative and Qualitative
    Disclosures About Market Risk


39Item 4.


Controls and Procedures


39Part II.


Other Information


39Item 1.


Legal Proceedings


39Item 2.


Unregistered Sales of Equity
    Securities and Use of Proceeds; Issuer Purchases of Equity
    Securities


40Item 3.


Defaults upon Senior Securities


42Item 4.


Submission of Matters to a Vote of
    Security Holders


42Item 5.


Other Information


42Item 6.


Exhibits


42Signatures


43  2




---



##### 



PART I  FINANCIAL
    INFORMATIONITEM 1. FINANCIAL STATEMENTS
    ACCENTURE SCACONSOLIDATED BALANCE SHEETS
    May 31, 2006 and August 31, 2005
    (In thousands of U.S. dollars, except share and per share
    amounts)  May 31,


August 31,2006


2005(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents

$
2,793,716


$
2,483,990Short-term investments


192,399



463,460Receivables from clients, net of
    allowances of $46,312 and $40,821


2,001,091



1,752,937Unbilled services, net of contract
    loss provision of $90,000 and $0


1,329,774



1,353,676Deferred income taxes, net


103,988



121,386Other current assets


502,194



509,818Total current assets


6,923,162



6,685,267NON-CURRENT ASSETS:Unbilled services, net of contract
    loss provision of $358,700 and $0


117,659



472,430Investments


148,806



262,873Property and equipment, net of
    accumulated depreciation of $1,454,698 and $1,268,658


739,489



693,710Goodwill


469,480



378,488Deferred income taxes, net


445,674



291,033Other non-current assets


166,901



173,551Total non-current assets


2,088,009



2,272,085TOTAL ASSETS

$
9,011,171


$
8,957,352LIABILITIES AND
    SHAREHOLDERS EQUITYCURRENT LIABILITIES:Short-term bank borrowings

$
3,091


$
13,681Current portion of long-term debt


21,713



17,391Accounts payable


803,711



807,317Deferred revenues


1,609,103



1,284,303Accrued payroll and related benefits


1,553,316



1,430,998Income taxes payable


913,726



831,399Deferred income taxes, net


79,384



42,609Other accrued liabilities


736,931



503,435Total current liabilities


5,720,975



4,931,133NON-CURRENT
    LIABILITIES:Long-term debt


25,589



44,116Retirement obligation


778,126



753,558Deferred income taxes, net


7,202



5,621Other non-current liabilities


277,014



545,051Total non-current liabilities


1,087,931



1,348,346COMMITMENTS AND
    CONTINGENCIESMINORITY INTEREST


72,563



62,070SHAREHOLDERS
    EQUITY:Class I common shares, par
    value 1.25 euros per share, 10,000,000,000 shares
    authorized, 257,836,603 and 316,573,074 shares issued and
    outstanding as of May 31, 2006 and August 31, 2005,
    respectively


288,967



354,835Class II common shares, par
    value 1.25 euros per share, 20,000,000,000 shares
    authorized, 476,273,864 and 470,958,308 shares issued as of
    May 31, 2006 and August 31, 2005, respectively


537,048



529,281Class 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,
    719,388,904 and 654,720,380 shares issued as of May 31,
    2006 and August 31, 2005, respectively


810,321



735,786Restricted share units (related to
    Accenture Ltd Class A common shares)


466,550



365,708Additional paid-in capital


3,303,771



3,017,187Treasury shares, at cost:
    Class II common, 5,315,556 and zero shares at May 31,
    2006 and August 31, 2005, respectively; Class III
    common, 178,037,453 and 128,969,153 shares at May 31,
    2006 and August 31, 2005, respectively


(4,337,480
)


(3,027,009
)Investment in Accenture Ltd shares,
    at cost, 11,770,770 and 2,353,924 shares at May 31,
    2006 and August 31, 2005, respectively


(257,106
)


(58,314
)Retained earnings


1,505,587



930,813Accumulated other comprehensive loss


(187,956
)


(232,484
)Total shareholders equity


2,129,702



2,615,803TOTAL LIABILITIES AND
    SHAREHOLDERS EQUITY

$
9,011,171


$
8,957,352    3




---



##### 



ACCENTURE
    SCA
 CONSOLIDATED
    INCOME STATEMENTS
    For the Three and Nine Months Ended May 31, 2006 and
    2005
    (In thousands of U.S. dollars)
    (Unaudited)  Three Months Ended
    May 31,


Nine Months Ended
    May 31,2006


2005


2006


2005REVENUES:Revenues before reimbursements

$
4,408,069


$
4,078,573


$
12,680,339


$
11,622,450Reimbursements


397,258



419,037



1,159,116



1,162,916Revenues


4,805,327



4,497,610



13,839,455



12,785,366OPERATING EXPENSES:Cost of services:Cost of services before
    reimbursable expenses


2,954,184



2,669,056



9,037,490



7,823,445Reimbursable expenses


397,258



419,037



1,159,116



1,162,916Cost of services


3,351,442



3,088,093



10,196,606



8,986,361Sales and marketing


453,709



421,238



1,255,723



1,157,100General and administrative costs


362,051



382,430



1,101,164



1,134,723Reorganization benefits, net


(51,999
)


(66,099
)


(54,030
)


(94,868
)Total operating expenses


4,115,203



3,825,662



12,499,463



11,183,316OPERATING INCOME


690,124



671,948



1,339,992



1,602,050Gain on investments, net


15



4,672



3,245



19,305Interest income


31,571



29,075



86,505



77,259Interest expense


(4,852
)


(6,373
)


(14,095
)


(18,989
)Other expense


(4,971
)


(10,919
)


(18,113
)


(16,092
)INCOME BEFORE INCOME
    TAXES


711,887



688,403



1,397,534



1,663,533Provision for income taxes


213,088



202,392



466,777



517,359INCOME BEFORE MINORITY
    INTEREST


498,799



486,011



930,757



1,146,174Minority interest in Accenture
    Canada Holdings Inc.


(2,365
)


(2,442
)


(4,462
)


(5,873
)Minority
    interest  other


(2,692
)


(2,054
)


(7,240
)


(5,789
)NET INCOME

$
493,742


$
481,515


$
919,055


$
1,134,512    4




---



##### 



ACCENTURE
    SCA
 CONSOLIDATED SHAREHOLDERS EQUITY AND COMPREHENSIVE
    INCOME STATEMENTS

For the Nine Months Ended May 31, 2006

(In thousands of U.S. dollars and in thousands of share
    amounts)

(Unaudited) Restricted ShareUnits(RelatedClass I Common


Class II Common


Class III Common


to Accenture











Investment in





AccumulatedShares


Shares


Shares


Ltd Class


Additional


Treasury Shares


Accenture Ltd





OtherNo.





No.





No.


A Common


Paid-in





No.





No.


Retained


Comprehensive$


Shares


$


Shares


$


Shares


Shares)


Capital


$


Shares


$


Shares


Earnings


Loss


TotalBalance as of August 31, 2005

$
354,835



316,573


$
529,281



470,958


$
735,786



654,721


$
365,708


$
3,017,187


$
(3,027,009
)


(128,969
)

$
(58,314
)


(2,353
)

$
930,813


$
(232,484
)

$
2,615,803Comprehensive income:Net income


















































919,055







919,055Other comprehensive income:Unrealized gains on marketable
    securities, net of reclassification adjustments






















































(2,272
)


(2,272
)Foreign currency translation
    adjustments






















































46,599



46,599Minimum pension liability
    adjustment, net of tax






















































201



201Other comprehensive income






















































44,528Comprehensive income


























































963,583Income tax benefit on share-based
    compensation plans






























58,418



























58,418Issuance and purchases of
    Class II and Class III common shares










7,767



5,316



8,667



5,932







155,369



(171,803
)


(11,248
)










(171,696
)






(171,696
)Purchases of Accenture Ltd
    Class A common shares






























(9,952
)










(255,885
)


(11,705
)










(265,837
)Transfer of shares from Investment
    in Accenture Ltd










































57,093



2,287











57,093Share-based compensation expense


























108,946



86,967



























195,913Purchases/redemptions of Accenture
    SCAClass I common shares


(65,868
)


(58,736
)










65,868



58,736











(1,448,645
)


(58,736
)


















(1,448,645
)Purchases/redemptions of Accenture
    SCA 
    Class III common shares and Canada Holdings Inc.
    exchangeable shares






























(8,404
)


(161,148
)


(5,778
)


















(169,552
)Issuances of Class A common
    shares related to employee share programs


























(21,668
)


(1,569
)


471,125



21,378











(62,744
)






385,144Dividends


























13,564























(109,841
)






(96,277
)Minority interest






























5,755



























5,755Balance as of May 31, 2006

$
288,967



257,837


$
537,048



476,274


$
810,321



719,389


$
466,550


$
3,303,771


$
(4,337,480
)


(183,353
)

$
(257,106
)


(11,771
)

$
1,505,587


$
(187,956
)

$
2,129,702




---



##### 



ACCENTURE
    SCA
  CONSOLIDATED CASH FLOWS STATEMENTS
 For the Nine Months Ended May 31, 2006 and 2005
 (In thousands of U.S. dollars)
 (Unaudited)
  2006


2005CASH FLOWS FROM OPERATING
    ACTIVITIES:Net income

$
919,055


$
1,134,512Adjustments to reconcile Net income
    to net cash provided by operating activities Depreciation and amortization
    (including amortization of deferred charges)


229,033



206,989Reorganization benefits, net


(54,030
)


(94,868
)Gains on investments, net


(3,245
)


(19,305
)(Gains) losses on disposal of
    property and equipment, net


(154
)


4,268Share-based compensation expense


200,530



61,352Deferred income taxes, net


(98,641
)


97,622Minority interest


11,702



11,662Other items, net


2,436



2,608Change in assets and liabilities,
    net of acquisitions (1) Receivables from clients, net


(166,397
)


(170,743
)Other current assets


18,619



22,202Unbilled services, current and
    non-current


426,729



(609,393
)Other non-current assets


(12,993
)


(9,988
)Accounts payable


(18,175
)


235,924Deferred revenues


228,037



413,076Accrued payroll and related benefits


87,519



(85,524
)Income taxes payable


94,221



52,898Other accrued liabilities


28,235



91,592Other non-current liabilities


(34,856
)


(24,961
)Net cash provided by operating
    activities


1,857,625



1,319,923CASH FLOWS FROM INVESTING
    ACTIVITIES:Proceeds from maturities and sales
    of
    available-for-sale
    investments


580,746



772,306Purchases of
    available-for-sale
    investments


(190,049
)


(852,804
)Proceeds from sales of property and
    equipment


13,172



3,270Purchases of property and equipment


(209,166
)


(186,513
)Purchases of businesses and
    investments, net of cash acquired


(124,874
)


(6,865
)Net cash provided by (used in)
    investing activities


69,829



(270,606
)CASH FLOWS FROM FINANCING
    ACTIVITIES:Payment of retirement benefits to
    former pre-incorporation partners


(12,886
)


(10,859
)Proceeds from issuance of common
    shares


385,144



251,649Purchases of common shares


(1,998,637
)


(1,070,798
)Proceeds from long-term debt


13,444



5,388Repayments of long-term debt


(19,937
)


(8,444
)Proceeds from short-term borrowings


38,860



39,198Repayments of short-term borrowings


(49,626
)


(51,102
)Cash dividends paid


(96,277
)


Excess tax benefits from
    share-based payment arrangements


30,625



Net cash used in financing
    activities


(1,709,290
)


(844,968
)Effect of exchange rate changes on
    cash and cash equivalents


91,562



15,724NET INCREASE IN CASH AND CASH
    EQUIVALENTS


309,726



220,073CASH AND CASH EQUIVALENTS,beginning of period


2,483,990



2,552,958CASH AND CASH EQUIVALENTS,end of period

$
2,793,716


$
2,773,031     (1)
    
    The change in the assets and
    liabilities, net of acquisitions, includes the impact of the
    $450,000 loss provision, net of usage of $20,176, recorded by
    the Company during the nine months ended May 31, 2006. See
    Footnote 8 (Commitments and Contingencies) to these
    Consolidated Financial Statements.   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.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  Basis of
    Presentation
  Form 10-Q Form 10-K
    Revenue
    Recognition
  percentage-of-completion Accounting for
    Performance of Construction-Type and Certain Production-Type
    Contracts (SOP 81-1). Percentage-of-completion percentage-of-completion
  Revenue
    Recognition in Financial Statements
 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)
  Revenue
    Recognition
  time-and-materials
  set-up set-up set-up
  Issue 00-21, Accounting for Revenue Arrangements with Multiple
    Deliverables (Issue 00-21). Issue 00-21. Issue 00-21, Issue 00-21 Issue 00-21
   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)
        out-of-pocket
  Other
    Significant Accounting Policies
  Form 10-K
  2.
    SHARE-BASED
    COMPENSATION  Share-Based Payment Accounting for Stock-Based
    Compensation Accounting for Stock Issued to Employees
   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)
    Three Months Ended


Nine Months EndedMay 31, 2006


May 31, 2006Under APB





Under APBAs Reported


No. 25


As Reported


No. 25Income before income taxes

$
711,887


$
740,032


$
1,397,534


$
1,468,724Income before minority interest


498,799



517,262



930,757



977,457Net income


493,742



512,116



919,055



965,527Cash flows from operating
    activities


805,570



807,655



1,857,625



1,888,250Cash flows from financing
    activities


(191,836
)


(193,921
)


(1,709,290
)


(1,739,915
)     Three Months


Nine MonthsEnded


EndedMay 31, 2005


May 31, 2005Net income as reported

$
481,515


$
1,134,512Add: Share-based compensation
    expense already included in Net income as reported, net of tax
    and minority interest


21,123



55,713Deduct: Pro forma employee
    compensation cost related to stock options, restricted share
    units and employee share purchase plan, net of tax and minority
    interest


(67,252
)


(159,162
)Subtotal


(46,129
)


(103,449
)Pro forma net income

$
435,386


$
1,031,063   Share
    Incentive Plan
     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)
     Three Months Ended


Nine Months EndedMay 31,


May 31,2006


2005


2006


2005Total share-based compensation
    expense included in Net income

$
73,132


$
23,480


$
200,530


$
61,352Income tax benefit related to
    share-based compensation included in Net income

$
25,107


$
2,177


$
68,813


$
5,742   Stock
    Options
    WeightedAverageRemainingWeighted


Contractual


AggregateNumber of


Average Exercise


Term


IntrinsicOptions


Price


(In Years)


ValueOptions outstanding as of
    August 31, 2005


73,848,900


$
18.27Granted


425,378


$
26.19Exercised


(13,036,206
)

$
15.90Expired or cancelled


(447,920
)

$
19.10Forfeited


(964,167
)

$
23.08Options outstanding as of
    May 31, 2006


59,825,985


$
18.74



6.5


$
548,045Options exercisable as of
    May 31, 2006


39,666,039


$
16.54



5.7


$
450,502     Three Months Ended


Nine Months EndedMay 31,


May 31,2006


2005


2006


2005Weighted average grant-date fair
    value of stock options granted


n/a


$
10.68


$
11.10


$
11.30Total fair value of stock options
    vested

$
3,234


$
6,680


$
34,701


$
33,287Total intrinsic value of stock
    options exercised

$
21,354


$
10,085


$
171,800


$
54,186  _
    _
  n/a
    
    No stock options were granted
    during the three months ended May 31, 2006.   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)
     Nine Months Ended
    May 31,2006(1)


2005Senior


Senior


OtherExecutives


Executives


EmployeesExpected life (in years)


7.37



6.0



5.0Risk-free interest rate


4.13
%


4.02
%


3.52
%Expected volatility


37
%


41
%


41
%Expected dividend yield


1
%


0
%


0
%     (1)
    
    No stock options were granted to
    Other Employees during the nine months ended
    May 31, 2006.  Share-Based Payment.
  Restricted
    Share Units
    WeightedNumber of


AverageRestricted


Grant-DateShare Units


Fair ValueNonvested balance as of
    August 31, 2005


18,122,113


$
26.65Granted


18,702,051


$
25.68Vested


(1,384,503
)

$
23.09Forfeited


(1,162,216
)

$
21.04Nonvested balance as of
    May 31, 2006


34,277,445


$
23.74    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)
   Employee
    Share Purchase Plan
    3.
    RESTRUCTURING
    AND REORGANIZATION (BENEFITS) COSTS  Restructuring
      Three Months Ended


Nine Months EndedMay 31,


May 31,2006


2005


2006


2005Restructuring liability balance,
    beginning of period

$
61,746


$
87,073


$
69,919


$
102,761Payments made


(4,984
)


(4,456
)


(16,219
)


(22,506
)Other(1)


1,509



(5,149
)


4,571



(2,787
)Restructuring liability, end of
    period

$
58,271


$
77,468


$
58,271


$
77,468  _
    _
  (1)
    
    Other primarily represents
    immaterial changes in lease estimates, imputed interest and
    foreign currency translation.    Reorganization
   13




---



##### 



ACCENTURE SCA
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands of U.S. dollars, except share and per
    share amounts or as otherwise disclosed)
 (Unaudited)
     Three Months Ended


Nine Months EndedMay 31,


May 31,2006


2005


2006


2005Reorganization liability balance,
    beginning of period

$
374,524


$
467,827


$
381,440


$
454,042Final determinations(1)


(57,683
)


(72,552
)


(72,321
)


(114,791
)Changes in estimates














Benefit recorded


(57,683
)


(72,552
)


(72,321
)


(114,791
)Interest expense accrued


5,684



6,453



18,291



19,923Payments














Benefits, net of accrued interest
    and payments


(51,999
)


(66,099
)


(54,030
)


(94,868
)Foreign currency translation


21,884



(21,653
)


16,999



20,901Reorganization liability, end of
    period

$
344,409


$
380,075


$
344,409


$
380,075  _
    _
  (1)
    
    Includes final agreements with tax
    authorities and expirations of statutes of limitations.  and/or
  4.
    ACCUMULATED
    OTHER COMPREHENSIVE LOSS    May 31,


August 31,2006


2005Foreign currency translation
    adjustments

$
3,563


$
(43,036
)Unrealized losses on marketable
    securities, net of reclassification adjustments


(4,491
)


(2,219
)Minimum pension liability
    adjustment, net of tax


(187,028
)


(187,229
)Accumulated other comprehensive
    loss

$
(187,956
)

$
(232,484
)     May 31,2006


2005Three months ended

$
544,552


$
418,309Nine months ended

$
963,583


$
1,134,727  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)
   5.
    GOODWILL    ForeignBalance at





Currency


Balance atAugust 31,


Additions/


Translation


May 31,2005


Adjustments(1)


Adjustments


2006Communications & High Tech

$
73,086


$
11,469


$
3,452


$
88,007Financial Services


51,569



4,249



2,039



57,857Government


24,933



11,730



1,427



38,090Products


196,937



48,409



4,868



250,214Resources


31,963



1,990



1,359



35,312Total

$
378,488


$
77,847


$
13,145


$
469,480     (1)
    
    Additions/Adjustments primarily
    represent acquisitions made during the nine months ended
    May 31, 2006.  6.
    PROFIT
    SHARING AND RETIREMENT PLANS    Pension BenefitsThree Months Ended
    May 31,2006


2005Components of pension
    expense

U.S. Plans


Non-U.S. Plans


U.S. Plans


Non-U.S. PlansService cost

$
16,103


$
12,172


$
12,382


$
12,430Interest cost


12,481



5,284



10,415



4,739Expected return on plan assets


(13,080
)


(4,949
)


(10,723
)


(3,892
)Amortization of loss (gain)


7,785



462



3,360



(247
)Amortization of prior service cost


287



380



324



301Total

$
23,576


$
13,349


$
15,758


$
13,331   Pension BenefitsNine Months Ended
    May 31,2006


2005Components of pension
    expense

U.S. Plans


Non-U.S. Plans


U.S. Plans


Non-U.S. PlansService cost

$
48,308


$
37,176


$
37,140


$
35,813Interest cost


37,442



15,796



31,248



13,476Expected return on plan assets


(39,239
)


(14,636
)


(32,169
)


(10,940
)Amortization of transitional
    obligation














269Amortization of loss (gain)


23,355



1,381



10,080



(782
)Amortization of prior service cost


861



1,144



969



893Special termination benefits charge






501







341Total

$
70,727


$
41,362


$
47,268


$
39,070   15




---



##### 



ACCENTURE SCA
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands of U.S. dollars, except share and per
    share amounts or as otherwise disclosed)
 (Unaudited)
  Postretirement
    BenefitsThree Months Ended
    May 31,2006


2005Components of postretirement
    expense

U.S. Plans


Non-U.S. Plans


U.S. Plans


Non-U.S. PlansService cost

$
2,526


$
532


$
1,774


$
411Interest cost


1,538



446



1,385



444Expected return on plan assets


(355
)






(335
)


Amortization of transitional
    obligation


20







20



Amortization of loss


630



317



373



24Amortization of prior service cost


(200
)


(335
)


(199
)


(65
)Total

$
4,159


$
960


$
3,018


$
814   Postretirement
    BenefitsNine Months Ended
    May 31,2006


2005Components of postretirement
    expense

U.S. Plans


Non-U.S. Plans


U.S. Plans


Non-U.S. PlansService cost

$
7,577


$
1,576


$
5,319


$
1,274Interest cost


4,613



1,323



4,152



1,367Expected return on plan assets


(1,064
)






(1,002
)


Amortization of transitional
    obligation


59







60



Amortization of loss


1,889



171



1,119



70Amortization of prior service cost


(601
)


(223
)


(600
)


(133
)Total

$
12,473


$
2,847


$
9,048


$
2,578   7.
    MATERIAL
    TRANSACTIONS AFFECTING SHAREHOLDERS EQUITY  Share
    Purchase Activity
    Shares


AmountAvailable authorization as of
    August 31, 2005





$
1,121,113Purchases and redemptions(1)


34,617,613



(933,350
)Additional authorizations(2)






1,000,000Available authorization as of
    May 31, 2006





$
1,187,763     (1)
    
    Includes the following purchase
    activity: 22,813,727 Accenture
    SCA Class I common shares redeemed or purchased for a total
    cash outlay of $674,126 and 340,187 Accenture Canada Holdings
    Inc. exchangeable shares purchased for a total cash outlay of
    $9,840; 11,231,941 Accenture
    Ltd Class A common shares purchased by a subsidiary of the
    Company for an aggregate purchase price of $242,725; and 16




---



##### 



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)
    231,758 shares
    purchased through the RSU Sell-Back Program whereby the Company
    offers to purchase Accenture Ltd Class A common shares
    awarded to employees pursuant to restricted share units issued
    in connection with its initial public offering for a total cash
    outlay of $6,659. The RSU Sell-Back Program was terminated,
    effective March 1, 2006. All remaining funding
    authorizations for the RSU Sell-Back Program were reallocated
    and made available for use in the Companys other share
    purchase programs.(2)
    
    On March 24, 2006, an
    additional $1,000,000 was authorized for redemptions and
    purchases under the Companys share purchase programs.        Dividend
   17




---



##### 



ACCENTURE SCA
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands of U.S. dollars, except share and per
    share amounts or as otherwise disclosed)
 (Unaudited)
   Class III
    Common Shares
    May 31, 2006


August 31, 2005Title of Issuance

Authorized


Issued Shares


Amount


Issued Shares


AmountClass III


9,782,549,738



501,938,642


$
565,007



437,270,118


$
490,472Class 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



719,388,904


$
810,321



654,720,380


$
735,786   8.
    COMMITMENTS
    AND CONTINGENCIES  Guarantees
    and/or
 18




---



##### 



ACCENTURE SCA
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 (In thousands of U.S. dollars, except share and per
    share amounts or as otherwise disclosed)
 (Unaudited)
     The NHS
    Contracts
    Design,
    Development and Deployment of the Systems
  percentage-of-completion SOP 81-1.
     19




---



##### 



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)
   Operational
    Services
    Legal
    Contingencies
    9.
    SEGMENT
    REPORTING  Disclosures about Segments of an Enterprise and Related
    Information
      Three Months Ended
    May 31,2006


2005Revenues Before





Revenues BeforeReimbursements


Operating Income


Reimbursements


Operating IncomeCommunications & High Tech

$
1,079,220


$
173,516


$
1,036,972


$
222,520Financial Services


921,676



125,542



909,421



163,218Government


598,842



66,136



577,248



69,181Products


1,116,766



229,951



932,680



117,381Resources


687,412



94,979



620,564



99,648Other


4,153







1,688



Total

$
4,408,069


$
690,124


$
4,078,573


$
671,948   20




---



##### 



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)
  Nine Months Ended
    May 31,2006


2005Revenues Before





Revenues BeforeReimbursements


Operating Income
    (Loss)


Reimbursements


Operating IncomeCommunications & High Tech

$
3,152,853


$
523,310


$
2,991,991


$
510,345Financial Services


2,609,910



309,477



2,575,450



385,697Government


1,794,648



(8,826
)


1,622,162



128,791Products


3,138,006



265,006



2,646,272



301,240Resources


1,976,764



251,025



1,781,449



275,977Other


8,158







5,126



Total

$
12,680,339


$
1,339,992


$
11,622,450


$
1,602,050   10.
    SUBSEQUENT
    EVENT   21




---



##### 



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, 2005, 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, 2005.
  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
    2005 or fiscal year 2005 means the
    12-month
    period that ended on August 31, 2005. All references to
    quarters, unless otherwise noted, refer to the quarters of our
    fiscal year.
  Disclosure
    Regarding Forward-Looking Statements
  Form 10-Q
  
    Our results of operations are materially affected by economic
    and political conditions, levels of business activity and rates
    of change in the industries we serve, as well as by the pace of
    technological change and the type and level of technology
    spending by our clients.
    Our business will be negatively affected if we are not able to
    anticipate and keep pace with rapid changes in technology or if
    growth in the use of technology in business is not as rapid as
    in the past.
    We may face damage to our professional reputation or legal
    liability if our clients are not satisfied with our services.
    Our contracts with clients may not be profitable or may be
    terminated by our clients on short notice.
    As our work with government clients increases, so does our
    exposure to various risks inherent in the government contracting
    process.
    Our global operations involve many complex risks, some of which
    may be beyond our control.
    The consulting, technology and outsourcing markets are highly
    competitive and the pace of consolidation, as well as vertical
    integration, among our competitors continues to increase. As a
    result, we may not be able to compete effectively if we cannot
    efficiently respond to these developments in a timely manner.
    If we are unable to attract, retain and motivate employees, we
    will not be able to compete effectively and will not be able to
    grow our business.
    Our profitability will suffer if we are not able to maintain our
    pricing and utilization rates and control our costs. A
    continuation of current pricing pressures could result in
    permanent changes in pricing policies and delivery capabilities.
    Our quarterly revenues, operating results and profitability will
    vary from quarter to quarter, which may result in increased
    volatility of the share price of Accenture Ltd Class A
    common shares, which, in turn, will affect the current market
    value of Accenture SCAs Class I common shares. 22




---



##### 




    We continue to achieve greater percentages of revenues and
    growth through outsourcing. This continued outsourcing growth
    could result in higher concentrations of revenues and
    contributions to income from a smaller number of our larger
    clients on customized outsourcing solutions or, in the case of
    our more-standardized business process outsourcing services,
    from larger numbers of clients for whom we provide these
    more-standardized services. As our outsourcing business
    continues to grow, we may continue to experience increased
    pressure on our overall margins, particularly during the early
    stages of new outsourcing contracts.
    On certain complex contracts where we partner with third
    parties, our ability to perform may be adversely affected if
    these third parties cannot deliver their contributions in a
    timely manner. Clients are increasingly demanding that we
    guarantee the performance of these third parties, whom we do not
    control.
    We may be exposed to potential risks if we are unable to
    maintain effective internal controls.
    Tax legislation, future legislation and negative publicity
    related to Bermuda companies such as our parent, Accenture Ltd
    (Accenture), may lead to an increase in our tax
    burden or affect our relationships with our clients.
    Our services or solutions may infringe upon the intellectual
    property rights of others.
    We have only a limited ability to protect our intellectual
    property rights, which are important to our success.
    If our alliances do not succeed, we may not be successful in
    implementing our growth strategy.
    The share price of Accenture Ltd Class A common shares and,
    consequently, the market value of Accenture SCA Class I
    common shares, may 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.
    We may need additional capital in the future, and this capital
    may not be available to us. The raising of additional capital
    may dilute shareholders ownership in Accenture.
    We are registered in Luxembourg, and a significant portion of
    our assets is located outside the United States. As a result, it
    may 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 may afford less protection to shareholders.  Form 10-K
  Overview
     23




---



##### 



24




---



##### 



Share-Based Payment
           25




---



##### 



The NHS
    Contracts
    Design,
    Development and Deployment of the Systems
  percentage-of-completion Accounting for Performance of Construction-Type and
    Certain Production-Type Contracts. Percentage-of-completion
           26




---



##### 



Operational
    Services
    Bookings
    and Backlog
        Critical
    Accounting Policies and Estimates
  Form 10-K
  Revenues
    by Segment/Operating Group
   27




---



##### 



Percent of TotalRevenues BeforePercent


Percent

Reimbursements forIncrease


Increase

the Three MonthsThree Months Ended
    May 31,


(Decrease)


Local

Ended May 31,2006


2005


US$


Currency

2006

2005(in millions)OPERATING
    GROUPSCommunications & High Tech

$
1,079


$
1,037



4
%


7%



24%



26%Financial Services


922



909



1
%


6%



21%



22%Government


599



577



4
%


7%



14%



14%Products


1,117



933



20
%


24%



25%



23%Resources


687



621



11
%


13%



16%



15%Other


4



2



n/m



n/m







TOTAL Revenues Before
    Reimbursements


4,408



4,079



8
%


11%



100%



100%Reimbursements


397



419



(5
)%TOTAL REVENUES

$
4,805


$
4,498



7
%GEOGRAPHYAmericas

$
2,018


$
1,746



16
%


14%



46%



42%EMEA(1)


2,073



2,067



0
%


7%



47%



51%Asia Pacific


317



266



19
%


25%



7%



7%TOTAL Revenues Before
    Reimbursements

$
4,408


$
4,079



8
%


11%



100%



100%TYPE OF
    WORKConsulting

$
2,657


$
2,498



6
%


10%



60%



61%Outsourcing


1,751



1,581



11
%


14%



40%



39%TOTAL Revenues Before
    Reimbursements

$
4,408


$
4,079



8
%


11%



100%



100%     n/m = not meaningful  (1)
    
    EMEA includes Europe, the Middle
    East and Africa.  Three
    Months Ended May 31, 2006 Compared to Three Months Ended
    May 31, 2005
  Revenues
     28




---



##### 



Operating
    Expenses
    Cost
    of Services
   29




---



##### 



Sales
    and Marketing
    General
    and Administrative Costs
    Reorganization
    Benefits
  and/or
  Operating
    Income
   30




---



##### 



Three Months Ended
    May 31,Effect ofIncrease


Adjustments


Reorganization


Net Increase2006


2005


(Decrease)


(1)(2)


Benefits(2)(3)


(Decrease)(2)(in millions)Communications & High Tech

$
173


$
223


$
(50
)

$
16


$
3


$
(31
)Financial Services


126



163



(37
)


16



5



(16
)Government


66



69



(3
)


8



2



7Products


230



117



113



15



3



131Resources


95



100



(5
)


11



2



8Total

$
690


$
672


$
18


$
66


$
15


$
99     (1)
    
    Adjustments represent the estimated
    amounts that would have been incurred had we expensed employee
    stock options and employee share purchase rights for the three
    months ended May 31, 2005.(2)
    
    May not total due to rounding.(3)
    
    Reorganization benefits recorded
    during the period were allocated to the reportable operating
    groups as follows:  Three Months Ended
    May 31,2006(1)


2005(1)


Change(1)(in millions)Communications & High Tech

$
(14
)

$
(17
)

$
3Financial Services


(12
)


(17
)


5Government


(9
)


(11
)


2Products


(14
)


(17
)


3Resources


(9
)


(11
)


2Total

$
(58
)

$
(73
)

$
15     (1)
    
    May not total due to rounding.    
    Communications & High Tech operating income decreased
    due to higher sales and marketing costs, partially offset by
    revenue growth and improved gross margins, primarily in our Asia
    Pacific regions.
    Financial Services operating income decreased due to higher
    general and administrative costs, partially offset by revenue
    growth in our Banking industry group across all regions and by
    revenue growth in our Insurance industry group in our Asia
    Pacific and Americas regions.
    Government operating income increased, driven by strong growth
    in outsourcing revenue and increased profitability on existing
    outsourcing contracts.
    A majority of the Products operating income increase was driven
    by revenue recognized in connection with a contract termination
    in our Retail industry group in our EMEA region during the third
    quarter of fiscal 2006. In addition, Products operating income
    increased due to strong revenue growth in our Americas region,
    increased profitability on both consulting and outsourcing
    contracts, and lower combined sales and marketing and general
    and administrative costs.
    Resources operating income increased due to strong revenue
    growth and lower sales and marketing costs. 31




---



##### 



Provision
    for Income Taxes
        Nine
    Months Ended May 31, 2006 Compared to Nine Months Ended
    May 31, 2005
  Percent of Total RevenuesPercent

Before Reimbursements forNine Months Ended
    May 31,


Percent

Increase Local

the Nine Months Ended May
    31,2006


2005


Increase US$

Currency

2006

2005(in millions)OPERATING GROUPSCommunications & High Tech

$
3,153


$
2,992



5%



8%



25%



26%Financial Services


2,610



2,576



1%



5%



20%



22%Government


1,795



1,622



11%



13%



14%



14%Products


3,138



2,646



19%



22%



25%



23%Resources


1,976



1,781



11%



13%



16%



15%Other


8



5



n/m



n/m







TOTAL Revenues Before
    Reimbursements


12,680



11,622



9%



12%



100%



100%Reimbursements


1,159



1,163



0%TOTAL REVENUES

$
13,839


$
12,785



8%GEOGRAPHYAmericas

$
5,772


$
4,872



18%



17%



46%



42%EMEA(1)


5,998



5,946



1%



7%



47%



51%Asia Pacific


910



804



13%



18%



7%



7%TOTAL Revenues Before
    Reimbursements

$
12,680


$
11,622



9%



12%



100%



100%TYPE OF WORKConsulting

$
7,699


$
7,183



7%



10%



61%



62%Outsourcing


4,981



4,439



12%



15%



39%



38%TOTAL Revenues Before
    Reimbursements

$
12,680


$
11,622



9%



12%



100%



100%     n/m = not meaningful  (1)
    
    EMEA includes Europe, the Middle
    East and Africa.  Revenues
   32




---



##### 



Operating
    Expenses
   33




---



##### 



Cost
    of Services
      Sales
    and Marketing
    General
    and Administrative Costs
    Reorganization
    Benefits
  and/or
  Operating
    Income
   34




---



##### 



Nine Months Ended
    May 31,Effect ofIncrease


Adjustments


Reorganization


Net Increase2006


2005


(Decrease)


(1)(2)


Benefit(2)(3)


(Decrease)(2)(in millions)Communications & High Tech

$
523


$
510


$
13


$
35


$
11


$
59Financial Services


310



386



(76
)


35



11



(30
)Government


(9
)


129



(138
)


19



6



(113
)Products


265



301



(36
)


35



9



8Resources


251



276



(25
)


24



6



5Total

$
1,340


$
1,602


$
(262
)

$
148


$
43


$
(71
)     (1)
    
    Adjustments represent the estimated
    amounts that would have been incurred had we expensed employee
    stock options and employee share purchase rights for the nine
    months ended May 31, 2005.(2)
    
    May not total due to rounding.(3)
    
    Reorganization benefits recorded
    during the period were allocated to the reportable operating
    groups as follows:  Nine Months Ended
    May 31,2006(1)


2005(1)


Change(1)(in millions)Communications & High Tech

$
(17
)

$
(28
)

$
11Financial Services


(15
)


(26
)


11Government


(11
)


(17
)


6Products


(18
)


(27
)


9Resources


(11
)


(17
)


6Total

$
(72
)

$
(115
)

$
43     (1)
    
    May not total due to rounding.    
    Communications & High Tech operating income increased
    due to revenue growth across all geographic regions and improved
    gross margins, primarily in our EMEA and Asia Pacific regions.
    Financial Services operating income decreased due to delivery
    inefficiencies on a small number of contracts and higher
    combined sales and marketing and general and administrative
    costs, partially offset by revenue growth in our Insurance and
    Banking industry groups, particularly in our Americas and Asia
    Pacific regions.
    Government recorded an operating loss principally due to a
    $225 million loss provision associated with the NHS
    Contracts recorded during the second quarter of fiscal 2006,
    which was partially offset by strong gross margins in
    outsourcing and increased profitability on certain consulting
    contracts. See  The NHS Contracts. 35




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##### 




    Products operating income included a $225 million loss
    provision associated with the NHS contracts recorded during the
    second quarter of fiscal 2006. See  The NHS
    Contracts. Excluding the loss provision, Products
    experienced strong revenue growth in our Americas region,
    increased profitability on both consulting and outsourcing
    contracts, and lower combined sales and marketing and general
    and administrative costs. In addition, Products operating income
    was significantly impacted by revenues recognized in connection
    with a contract termination in our Retail industry group in our
    EMEA region during the third quarter of fiscal 2006.
    Resources operating income increased due to strong revenue
    growth and lower sales and marketing costs, which were partially
    offset by delivery inefficiencies on a small number of
    contracts, planned increases in payroll costs and a temporary
    decline in staff utilization during the first six months of
    fiscal 2006.  Interest
    Income
    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.   36




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##### 



Nine Months Ended
    May 31,2006


2005


Change(in millions)Net cash provided by (used in):Operating activities

$
1,858


$
1,320


$
538Investing activities


70



(271
)


341Financing activities


(1,709
)


(845
)


(864
)Effect of exchange rate changes on
    cash and cash equivalents


91



16



75Net increase in cash and cash
    equivalents

$
310


$
220


$
90   Operating Activities.
  Investing Activities.
  Financing Activities.
    Borrowing
    Facilities
    Facility Amount(in millions)Syndicated loan facility

$
1,500Separate bilateral, uncommitted,
    unsecured multicurrency revolving credit facilities


250Local guaranteed and
    non-guaranteed lines of credit


138Total

$
1,888      37




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##### 



Client
    Financing
    May 31,


August 31,2006


2005(in millions, except number of
    clients)Number of clients


26



29Client financing included in
    Current unbilled services

$
199


$
262Client financing included in
    Non-current unbilled services


476



472Total client financing, current
    and non-current


675



734Loss provision(1)


(449
)


Total client financing, net of
    loss provision

$
226


$
734     (1)
    
    The loss provision established
    during the second quarter of fiscal 2006 was associated with the
    NHS Contracts. See  The NHS Contracts.  Share
    Purchases and Redemptions
    Senior
    Executive Trading Policy and Practices
        Subsequent
    Development
   38




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##### 



Off-Balance
    Sheet Arrangements
  and/or
    ITEM 3.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Form 10-K
  ITEM 4.
    CONTROLS
    AND PROCEDURES  Evaluation
    of Disclosure Controls and Procedures
  Form 10-Q, Rule 13a-14(c) 15d-14(c)
  Changes
    in Internal Control Over Financial Reporting
   PART II  OTHER
    INFORMATION  ITEM 1.
    LEGAL
    PROCEEDINGS    and/or
 39




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##### 



ITEM 2.
    UNREGISTERED
    SALES OF EQUITY SECURITIES AND USE OF PROCEEDS;
    ISSUER PURCHASES OF EQUITY SECURITIES  Purchases
    and redemptions of Accenture SCA Class I common shares and
    Accenture Canada Holdings Inc. exchangeable shares
    Approximate DollarTotal Number of Shares

Value of Shares that MayPurchased as Part of

Yet Be Purchased UnderTotal Numberof Shares


Average Price


Publicly Announced

Publicly Announced PlansPeriod

Purchased(1)


Paid per Share


Plans or Programs

or ProgramsAccenture SCAMarch 1,
    2006  March 31, 2006Class I common shares











April 1,
    2006  April 30, 2006Class I common shares


4,191,050


$
29.86




May 1,
    2006  May 31, 2006Class I common shares


1,605,279


$
29.36




TotalClass I common shares(2)


5,796,329


$
29.72




Accenture Canada Holdings
    Inc.March 1,
    2006  March 31, 2006Exchangeable shares











April 1,
    2006  April 30, 2006Exchangeable shares


31,126


$
29.46




May 1,
    2006  May 31, 2006Exchangeable shares


68,132


$
29.09




TotalExchangeable shares(2)


99,258


$
29.21




     (1)
    
    To date, the Board of Directors of
    Accenture has authorized an aggregate of $4.2 billion for
    purchases and redemptions of shares from our current and former
    senior executives and their permitted transferees under our
    Senior Executive Trading Policy and our prior Share Management
    Plan, including $1.0 billion authorized for use on
    March 24, 2006. As of May 31, 2006, an aggregate of
    $1.2 billion remained available for these purchases and
    redemptions.(2)
    
    During the third quarter of fiscal
    2006, the Company redeemed and purchased a total of 5,796,329
    Accenture SCA Class I common shares and 99,258 ACHI
    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
     40




---



##### 



Number ofSharesDate of Transfer

TransferredMarch 28, 2006


657,585April 25, 2006


883,121May 19, 2006


2,879,493May 31, 2006


802,263       Purchases
    and redemptions of Accenture Ltd Class A and Class X
    common shares
    Approximate DollarTotal Number of Shares


Value of Shares that MayTotal Number





Purchased as Part of


Yet Be Purchased Underof Shares


Average Price


Publicly Announced


Publicly Announced PlansPeriod

Purchased


Paid per Share


Plans or Programs(1)


or Programs(2)(in millions)March 1,
    2006  March 31, 2006Class A common shares


915,662


$
29.64



900,000


$
1,054Class X common shares














April 1,
    2006  April 30, 2006Class A common shares


806,428


$
29.11



801,500


$
1,031Class X common shares


3,335,313


$
0.0000225







May 1,
    2006  May 31, 2006Class A common shares


2,229,820


$
28.89



1,790,000


$
978Class X common shares


2,560,274


$
0.0000225







TotalClass A common
    shares(1)(2)(3)(4)


3,951,910


$
29.11



3,491,500Class X common shares(5)


5,895,587


$
0.0000225



     (1)
    
    Since April 2002, the Board of
    Directors of Accenture has authorized and periodically confirmed
    a publicly announced open-market share purchase program for
    acquiring Accenture Ltd Class A common shares. During the
    third quarter of fiscal 2006, an aggregate of 3,491,500
    Accenture Ltd Class A common shares were purchased for an
    aggregate purchase price of $103 million. The Board of
    Directors of Accenture has authorized an aggregate of
    $2.1 billion for use in these open-market share purchases,
    including $500 million authorized for use on March 24,
    2006. As of May 31, 2006, an aggregate of $978 million
    remained available for these open-market share purchases. The
    open-market purchase program does not have an expiration date.(2)
    
    In July 2002, we publicly announced
    our RSU Sell-Back Program, whereby we offer to purchase
    Accenture Ltd Class A common shares awarded to employees
    pursuant to restricted share units issued in connection with our
    initial public offering. The RSU Sell-Back Program was
    terminated effective March 1, 2006. The approximately
    $119 million of remaining funds authorized for purchases
    under this program have been made available for purchases and
    redemptions of shares from our current and former senior
    executives and their permitted transferees. 41




---



##### 



(3)
    
    During the third quarter of fiscal
    2006, a subsidiary of the Company purchased 292,586 Accenture
    Ltd Class A common shares for an aggregate purchase price
    of $7.3 million. This transaction consisted of a purchase
    of Accenture shares received in connection with Accentures
    transition to a corporate structure held by a former senior
    executive.(4)
    
    During the third quarter of fiscal
    2006, Accenture purchased 167,824 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 the
    Companys various employee equity share plans.(5)
    
    During the third quarter of fiscal
    2006, Accenture redeemed 5,895,587 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      ITEM 6.
    EXHIBITS    ExhibitNumber

Exhibit3
.1

Form of Articles of Association of
    Accenture SCA, consolidated and updated as of June 28,
    2005 (incorporated by reference to Exhibit 10.1 to the
    May 31, 2005 Accenture Ltd 10-Q)3
.2

Form of Bye-laws of
    Accenture Ltd, effective as of February 2, 2005
    (incorporated by reference to Exhibit 3.1 to the
    February 28, 2005 Accenture Ltd 10-Q)31
.1

Certification of the Chief
    Executive Officer pursuant to
    Rule 13a-14(a)
    or 15d-14(a)
    of the Securities Exchange Act of 1934, as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200231
.2

Certification of the Chief
    Financial Officer pursuant to
    Rule 13a-14(a)
    or 15d-14(a)
    of the Securities Exchange Act of 1934, as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 200232
.1

Certification of the Chief
    Executive Officer pursuant to 18 U.S.C. Section 1350,
    as adopted pursuant to Section 906 of the Sarbanes-Oxley
    Act of 200232
.2

Certification of the Chief
    Financial Officer pursuant to 18 U.S.C. Section 1350,
    as adopted pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002  42




---



##### 



SIGNATURES     
  By:
    /s/  Michael G. McGrath    Title:
    Chief Financial Officer of     43