UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED February 28, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROM          TO
 Commission File Number: 000-49713
 ACCENTURE SCA
 (Exact name of registrant as specified in its charter)
 Luxembourg
    
    98-0351796(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 46A, Avenue J.F. Kennedy
L-1855 Luxembourg  (Address of principal executive offices)
 (352) 26 42 35 00  (Registrants telephone number, including area code)
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



ACCENTURE SCA
 INDEX
 PagePart I. Financial Information
    
    
    3Item 1. Financial Statements
    
    
    3Consolidated Balance Sheets as of February 28, 2009 (Unaudited) and August 31, 2008
    
    
    3Consolidated Income Statements (Unaudited) for the three and six months ended February 28, 2009 and February
29, 2008
    
    
    4Consolidated Shareholders Equity and Comprehensive Income Statements (Unaudited) for the six months ended
February 28, 2009
    
    
    5Consolidated Cash Flows Statements (Unaudited) for the six months ended February 28, 2009 and February 29, 2008
    
    
    6Notes to Consolidated Financial Statements (Unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    19Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    35Item 4. Controls and Procedures
    
    
    35Part II. Other Information
    
    
    36Item 1. Legal Proceedings
    
    
    36Item 1A. Risk Factors
    
    
    37Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    37Item 3. Defaults upon Senior Securities
    
    
    39Item 4. Submission of Matters to a Vote of Security Holders
    
    
    40Item 5. Other Information
    
    
    40Item 6. Exhibits
    
    
    40Signatures
    
    
    41
 2




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##### 



PART I  FINANCIAL INFORMATION
 ITEM 1. FINANCIAL STATEMENTS
 ACCENTURE SCA
 CONSOLIDATED BALANCE SHEETS
February 28, 2009 and August 31, 2008
(In thousands of U.S. dollars, except share and per share amounts)
 February 28,
    
    
    August 31,2009
    
    
    2008(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    2,978,000
    
    
    $
    3,602,760Short-term investments
    
    
    13,450
    
    
    
    20,282Receivables from clients, net
    
    
    2,386,780
    
    
    
    2,996,815Unbilled services, net
    
    
    1,239,278
    
    
    
    1,518,580Deferred income taxes, net
    
    
    433,888
    
    
    
    425,859Other current assets
    
    
    475,552
    
    
    
    594,832Total current assets
    
    
    7,526,948
    
    
    
    9,159,128NON-CURRENT ASSETS:Unbilled services, net
    
    
    28,584
    
    
    
    43,627Investments
    
    
    11,846
    
    
    
    19,034Property and equipment, net of accumulated depreciation of $1,574,602 and $1,625,685, respectively
    
    
    708,643
    
    
    
    800,164Goodwill
    
    
    771,899
    
    
    
    839,957Deferred contract costs
    
    
    505,194
    
    
    
    539,856Deferred income taxes, net
    
    
    648,506
    
    
    
    613,943Other non-current assets
    
    
    355,739
    
    
    
    382,816Total non-current assets
    
    
    3,030,411
    
    
    
    3,239,397TOTAL ASSETS
    
    $
    10,557,359
    
    
    $
    12,398,525LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Current portion of long-term debt and bank borrowings
    
    $
    1,021
    
    
    $
    6,570Accounts payable
    
    
    716,466
    
    
    
    1,017,227Deferred revenues
    
    
    1,550,207
    
    
    
    1,810,661Accrued payroll and related benefits
    
    
    2,088,672
    
    
    
    2,809,196Accrued consumption taxes
    
    
    233,179
    
    
    
    343,658Income taxes payable
    
    
    295,564
    
    
    
    249,986Deferred income taxes, net
    
    
    46,619
    
    
    
    57,258Other accrued liabilities
    
    
    528,890
    
    
    
    553,322Total current liabilities
    
    
    5,460,618
    
    
    
    6,847,878NON-CURRENT LIABILITIES:Long-term debt
    
    
    529
    
    
    
    1,708Deferred revenues relating to contract costs
    
    
    523,000
    
    
    
    555,935Retirement obligation
    
    
    466,535
    
    
    
    483,857Deferred income taxes, net
    
    
    34,074
    
    
    
    32,258Income taxes payable
    
    
    993,465
    
    
    
    1,086,244Other non-current liabilities
    
    
    172,078
    
    
    
    197,970Total non-current liabilities
    
    
    2,189,681
    
    
    
    2,357,972COMMITMENTS AND CONTINGENCIESMINORITY INTEREST
    
    
    51,103
    
    
    
    80,427SHAREHOLDERS EQUITY:Class I common shares, par value 1.25 euros per share, 10,000,000,000 shares authorized,
122,903,041 and 140,381,970 shares issued and outstanding as of February 28, 2009
and August 31, 2008, respectively
    
    
    137,746
    
    
    
    157,290Class II common shares, par value 1.25 euros per share, 20,000,000,000 shares authorized,
494,880,698 and 486,667,264 shares issued as of February 28, 2009
and August 31, 2008, respectively
    
    
    567,893
    
    
    
    554,989Class 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, 876,640,954 and 848,989,204 shares issued as of
February 28, 2009 and August 31, 2008, respectively
    
    
    998,522
    
    
    
    962,995Restricted share units (related to Accenture Ltd Class A common shares)
    
    
    868,624
    
    
    
    819,577Additional paid-in capital
    
    
    4,426,868
    
    
    
    4,054,434Treasury shares, at cost: Class II common, 23,922,390 and 15,708,956 shares at February 28, 2009
and August 31, 2008, respectively; Class III common, 294,486,028 and 267,645,545 shares at
February 28, 2009 and August 31, 2008, respectively
    
    
    (9,020,753
    )
    
    
    (8,058,110
    )Investment in Accenture Ltd shares, at cost, 16,470,661 and 15,503,200 shares at February 28,
2009 and August 31, 2008, respectively
    
    
    (560,117
    )
    
    
    (524,984
    )Retained earnings
    
    
    5,814,181
    
    
    
    5,139,929Accumulated other comprehensive (loss) income
    
    
    (377,007
    )
    
    
    6,128Total shareholders equity
    
    
    2,855,957
    
    
    
    3,112,248TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    10,557,359
    
    
    $
    12,398,525
  3




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##### 



ACCENTURE SCA
 CONSOLIDATED INCOME STATEMENTS
For the Three and Six Months Ended February 28, 2009 and February 29, 2008
(In thousands of U.S. dollars, except per share amounts)
(Unaudited)
 Three Months Ended
    
    
    Six Months EndedFebruary 28,
    
    
    February 29,
    
    
    February 28,
    
    
    February 29,2009
    
    
    2008
    
    
    2009
    
    
    2008REVENUES:Revenues before reimbursements (Net revenues)
    
    $
    5,266,324
    
    
    $
    5,611,314
    
    
    $
    11,285,821
    
    
    $
    11,285,227Reimbursements
    
    
    391,239
    
    
    
    446,309
    
    
    
    842,350
    
    
    
    874,353Revenues
    
    
    5,657,563
    
    
    
    6,057,623
    
    
    
    12,128,171
    
    
    
    12,159,580OPERATING EXPENSES:Cost of services:Cost of services before
reimbursable expenses
    
    
    3,643,999
    
    
    
    3,958,264
    
    
    
    7,775,688
    
    
    
    7,927,100Reimbursable expenses
    
    
    391,239
    
    
    
    446,309
    
    
    
    842,350
    
    
    
    874,353Cost of services
    
    
    4,035,238
    
    
    
    4,404,573
    
    
    
    8,618,038
    
    
    
    8,801,453Sales and marketing
    
    
    519,226
    
    
    
    539,303
    
    
    
    1,082,418
    
    
    
    1,059,701General and administrative costs
    
    
    438,641
    
    
    
    469,879
    
    
    
    945,380
    
    
    
    919,836Reorganization (benefits) costs, net
    
    
    (13,009
    )
    
    
    5,811
    
    
    
    (9,904
    )
    
    
    14,134Total operating expenses
    
    
    4,980,096
    
    
    
    5,419,566
    
    
    
    10,635,932
    
    
    
    10,795,124OPERATING INCOME
    
    
    677,467
    
    
    
    638,057
    
    
    
    1,492,239
    
    
    
    1,364,456(Loss) gain on investments, net
    
    
    (119
    )
    
    
    803
    
    
    
    1,241
    
    
    
    6,274Interest income
    
    
    11,155
    
    
    
    24,110
    
    
    
    33,351
    
    
    
    61,890Interest expense
    
    
    (3,214
    )
    
    
    (7,684
    )
    
    
    (6,614
    )
    
    
    (13,082
    )Other income (expense), net
    
    
    13,673
    
    
    
    (5,708
    )
    
    
    (12,734
    )
    
    
    3,529INCOME BEFORE INCOME TAXES
    
    
    698,962
    
    
    
    649,578
    
    
    
    1,507,483
    
    
    
    1,423,067Provision for income taxes
    
    
    196,554
    
    
    
    115,782
    
    
    
    411,842
    
    
    
    383,713INCOME BEFORE MINORITY INTEREST
    
    
    502,408
    
    
    
    533,796
    
    
    
    1,095,641
    
    
    
    1,039,354Minority interest in Accenture Canada Holdings Inc.
    
    
    (1,588
    )
    
    
    (1,981
    )
    
    
    (3,504
    )
    
    
    (3,890
    )Minority interest  other
    
    
    (3,637
    )
    
    
    (3,389
    )
    
    
    (8,871
    )
    
    
    (7,849
    )NET INCOME
    
    $
    497,183
    
    
    $
    528,426
    
    
    $
    1,083,266
    
    
    $
    1,027,615Cash dividends per share
    
    $
    
    
    
    $
    
    
    
    $
    0.50
    
    
    $
    0.42
  4




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##### 



ACCENTURE SCA
 CONSOLIDATED SHAREHOLDERS EQUITY AND COMPREHENSIVE INCOME STATEMENTS
For the Six Months Ended February 28, 2009
(In thousands of U.S. dollars and in thousands of share amounts)
(Unaudited)
 RestrictedShare Units(related toClass I
    
    
    Class II
    
    
    Class III
    
    
    Accenture LtdCommon
    
    
    Common
    
    
    Common
    
    
    Class A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Accumulated OtherShares
    
    
    Shares
    
    
    Shares
    
    
    Common
    
    
    Additional
    
    
    Treasury Shares
    
    
    Investment in Accenture Ltd
    
    
    Retained
    
    
    Comprehensive$
    
    
    No. Shares
    
    
    $
    
    
    No. Shares
    
    
    $
    
    
    No. Shares
    
    

Shares)
    
    
    Paid-in Capital
    
    
    $
    
    
    No. Shares
    
    
    $
    
    
    No. Shares
    
    
    Earnings
    
    
    Income (Loss)
    
    
    TotalBalance as of August 31, 2008
    
    $
    157,290
    
    
    
    140,382
    
    
    $
    554,989
    
    
    
    486,667
    
    
    $
    962,995
    
    
    
    848,989
    
    
    $
    819,577
    
    
    $
    4,054,434
    
    
    $
    (8,058,110
    )
    
    
    (283,355
    )
    
    $
    (524,984
    )
    
    
    (15,503
    )
    
    $
    5,139,929
    
    
    $
    6,128
    
    
    $
    3,112,248Adoption of FASB Statement 158
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,302
    )
    
    
    (286
    )
    
    
    (5,588
    )Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,083,266
    
    
    
    
    
    
    
    1,083,266Other comprehensive income:Unrealized losses on cash flow
hedges, net of tax and reclassification
adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (29,091
    )
    
    
    (29,091
    )Unrealized losses on marketable
securities, net of reclassification
adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (238
    )
    
    
    (238
    )Foreign currency translation
adjustments, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (353,000
    )
    
    
    (353,000
    )Amortization of losses related to
pension and other postretirement benefits,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (520
    )
    
    
    (520
    )Other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (382,849
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    700,417Income tax benefit on share-based
compensation plans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34,896
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34,896Issuances and redemptions of Class II and Class
III
common shares
    
    
    
    
    
    
    
    
    
    
    12,904
    
    
    
    8,214
    
    
    
    15,983
    
    
    
    10,173
    
    
    
    
    
    
    
    286,315
    
    
    
    (315,202
    )
    
    
    (18,386
    )
    
    
    
    
    
    
    
    
    
    
    (307,701
    )
    
    
    
    
    
    
    (307,701
    )Purchases of Accenture Ltd Class A
common shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (46,444
    )
    
    
    
    
    
    
    
    
    
    
    (35,133
    )
    
    
    (968
    )
    
    
    
    
    
    
    
    
    
    
    (81,577
    )Share-based compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    207,530
    
    
    
    14,570
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    222,100Purchases/redemptions of Accenture SCA
Class I common shares
    
    
    (19,544
    )
    
    
    (17,479
    )
    
    
    
    
    
    
    
    
    
    
    19,544
    
    
    
    17,479
    
    
    
    
    
    
    
    
    
    
    
    (527,821
    )
    
    
    (16,353
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (527,821
    )Purchases/redemptions of Accenture SCA
Class III common shares and Accenture
Canada Holdings Inc. exchangeable shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,028
    )
    
    
    (431,345
    )
    
    
    (14,012
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (437,373
    )Issuances of Accenture SCA Class III common
shares related to employee share programs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (183,749
    )
    
    
    84,311
    
    
    
    311,725
    
    
    
    13,698
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    212,287Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,266
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (96,011
    )
    
    
    
    
    
    
    (70,745
    )Minority interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,814
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,814Balance as of February 28, 2009
    
    $
    137,746
    
    
    
    122,903
    
    
    $
    567,893
    
    
    
    494,881
    
    
    $
    998,522
    
    
    
    876,641
    
    
    $
    868,624
    
    
    $
    4,426,868
    
    
    $
    (9,020,753
    )
    
    
    (318,408
    )
    
    $
    (560,117
    )
    
    
    (16,471
    )
    
    $
    5,814,181
    
    
    $
    (377,007
    )
    
    $
    2,855,957
  5




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##### 



ACCENTURE SCA
 CONSOLIDATED CASH FLOWS STATEMENTS
For the Six Months Ended February 28, 2009 and February 29, 2008
(In thousands of U.S. dollars)
(Unaudited)
 2009
    
    
    2008CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    1,083,266
    
    
    $
    1,027,615Adjustments to reconcile Net income to Net cash provided by operating
activities Depreciation, amortization and asset impairments
    
    
    254,632
    
    
    
    236,213Reorganization (benefits) costs, net
    
    
    (9,904
    )
    
    
    14,134Share-based compensation expense
    
    
    222,100
    
    
    
    176,921Deferred income taxes, net
    
    
    (35,897
    )
    
    
    (20,598
    )Minority interest
    
    
    12,375
    
    
    
    11,739Other, net
    
    
    44,809
    
    
    
    (34,473
    )Change in assets and liabilities, net of acquisitions Receivables from clients, net
    
    
    316,616
    
    
    
    (155,913
    )Unbilled services, current and non-current
    
    
    28,014
    
    
    
    (37,964
    )Other current and non-current assets
    
    
    (42,033
    )
    
    
    (132,487
    )Accounts payable
    
    
    (269,106
    )
    
    
    (12,696
    )Deferred revenues, current and non-current
    
    
    8,979
    
    
    
    (62,424
    )Accrued payroll and related benefits
    
    
    (447,733
    )
    
    
    (190,940
    )Income taxes payable, current and non-current
    
    
    17,497
    
    
    
    (22,804
    )Other current and non-current liabilities
    
    
    (84,846
    )
    
    
    (103,800
    )Net cash provided by operating activities
    
    
    1,098,769
    
    
    
    692,523CASH FLOWS FROM INVESTING ACTIVITIES:Proceeds from maturities and sales of available-for-sale investments
    
    
    11,577
    
    
    
    198,709Purchases of available-for-sale investments
    
    
    (1,118
    )
    
    
    (19,651
    )Proceeds from sales of property and equipment
    
    
    1,669
    
    
    
    7,316Purchases of property and equipment
    
    
    (124,489
    )
    
    
    (167,318
    )Purchases of businesses and investments, net of cash acquired
    
    
    (2,806
    )
    
    
    (197,618
    )Proceeds from sale of business, net of cash transferred
    
    
    2,163
    
    
    
    1,756Net cash used in investing activities
    
    
    (113,004
    )
    
    
    (176,806
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common shares
    
    
    212,287
    
    
    
    202,168Purchases of common shares
    
    
    (1,354,472
    )
    
    
    (1,420,649
    )Proceeds from long-term debt
    
    
    191
    
    
    
    3,986Repayments of long-term debt
    
    
    (1,636
    )
    
    
    (24,579
    )Proceeds from short-term borrowings
    
    
    49,152
    
    
    
    69,926Repayments of short-term borrowings
    
    
    (53,927
    )
    
    
    (66,925
    )Cash dividends paid
    
    
    (70,745
    )
    
    
    (81,453
    )Excess tax benefits from share-based payment arrangements
    
    
    33,017
    
    
    
    36,984Other, net
    
    
    (41,736
    )
    
    
    (22,977
    )Net cash used in financing activities
    
    
    (1,227,869
    )
    
    
    (1,303,519
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (382,656
    )
    
    
    57,545NET DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (624,760
    )
    
    
    (730,257
    )CASH AND CASH EQUIVALENTS,beginning of period
    
    
    3,602,760
    
    
    
    3,314,396CASH AND CASH EQUIVALENTS,end of period
    
    $
    2,978,000
    
    
    $
    2,584,139
  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
   Allowances for Client Receivables and Unbilled Services
  Recently Adopted Accounting Pronouncements
 Disclosures about
Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 Accounting for Derivative
Instruments and Hedging Activities
 Fair Value
Measurements Effective Date of FASB Statement No. 157,
 Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, an
amendment of FASB Statements No. 87, 106, and 132(R),
 7




---



##### 



ACCENTURE SCA
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
(Unaudited)
  2. INCOME TAXES
 Effective Tax Rate
  3. REORGANIZATION (BENEFITS) COSTS
  Three Months Ended
    
    
    Six Months EndedFebruary 28,
    
    
    February 29,
    
    
    February 28,
    
    
    February 29,2009
    
    
    2008
    
    
    2009
    
    
    2008Reorganization liability, beginning of period
    
    $
    275,154
    
    
    $
    294,220
    
    
    $
    308,694
    
    
    $
    401,228Final determinations (1)
    
    
    (23,479
    )
    
    
    (51,871
    )
    
    
    (23,479
    )
    
    
    (82,113
    )Changes in estimates
    
    
    7,297
    
    
    
    51,871
    
    
    
    7,297
    
    
    
    82,113Benefit recorded
    
    
    (16,182
    )
    
    
    
    
    
    
    (16,182
    )
    
    
    Interest expense accrued
    
    
    3,173
    
    
    
    5,811
    
    
    
    6,278
    
    
    
    14,134Payments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (143,184
    )Foreign currency translation adjustments
    
    
    (3,791
    )
    
    
    9,673
    
    
    
    (40,436
    )
    
    
    37,526Reorganization liability, end of period
    
    $
    258,354
    
    
    $
    309,704
    
    
    $
    258,354
    
    
    $
    309,704
 
 (1)
    
    Includes final agreements with tax authorities and expirations of statutes of limitations. 8




---



##### 



ACCENTURE SCA
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
(Unaudited)
  4. ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
  February 28,
    
    
    August 31,2009
    
    
    2008Net
unrealized (losses) gains on cash flow hedges, net of tax of $(15,469) and $4,959, respectively
    
    $
    (17,710
    )
    
    $
    11,381Net unrealized losses on marketable securities
    
    
    (927
    )
    
    
    (689
    )Foreign currency translation adjustments, net of tax of $3,302 and $1,883, respectively
    
    
    (318,140
    )
    
    
    34,860Pension and postretirement plans, net of tax of $(27,244) and $(25,324), respectively
    
    
    (40,230
    )
    
    
    (39,424
    )Accumulated other comprehensive (loss) income
    
    $
    (377,007
    )
    
    $
    6,128
  February 28,2009Net unrealized gains on cash flow hedges, net of tax, beginning of period
    
    $
    11,381Change in fair value, net of tax of $(26,189)
    
    
    (36,275
    )Reclassification adjustments into earnings, net of tax of $5,761
    
    
    7,184Net unrealized losses on cash flow hedges, net of tax, end of period
    
    $
    (17,710
    )
  February 28,
    
    February 29,2009
    
    2008Three months ended
    
    $
    442,782
    
    
    $
    559,780Six months ended
    
    $
    700,417
    
    
    $
    1,083,440
 5. BUSINESS COMBINATIONS AND GOODWILL
  ForeignCurrencyAugust 31,
    
    
    Additions/
    
    
    Translation
    
    
    February 28,2008
    
    
    Adjustments
    
    
    Adjustments
    
    
    2009Communications & High Tech
    
    $
    163,386
    
    
    $
    (224
    )
    
    $
    (19,936
    )
    
    $
    143,226Financial Services
    
    
    143,380
    
    
    
    148
    
    
    
    (9,508
    )
    
    
    134,020Products
    
    
    329,332
    
    
    
    (75
    )
    
    
    (21,480
    )
    
    
    307,777Public Service
    
    
    134,895
    
    
    
    (29
    )
    
    
    (5,703
    )
    
    
    129,163Resources
    
    
    68,964
    
    
    
    637
    
    
    
    (11,888
    )
    
    
    57,713Total
    
    $
    839,957
    
    
    $
    457
    
    
    $
    (68,515
    )
    
    $
    771,899
 9




---



##### 



ACCENTURE SCA
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
(Unaudited)
 6. RETIREMENT PLANS
  Pension BenefitsThree Months EndedFebruary 28, 2009
    
    
    February 29, 2008Components of pension benefits expense
    
    U.S. Plans
    
    
    Non-U.S. Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    4,570
    
    
    $
    10,539
    
    
    $
    8,325
    
    
    $
    12,125Interest cost
    
    
    15,594
    
    
    
    7,787
    
    
    
    14,988
    
    
    
    8,369Expected return on plan assets
    
    
    (15,760
    )
    
    
    (7,105
    )
    
    
    (17,638
    )
    
    
    (9,013
    )Amortization of loss (gain)
    
    
    394
    
    
    
    (295
    )
    
    
    480
    
    
    
    (369
    )Amortization of prior service cost
(benefits)
    
    
    53
    
    
    
    (135
    )
    
    
    70
    
    
    
    119Total
    
    $
    4,851
    
    
    $
    10,791
    
    
    $
    6,225
    
    
    $
    11,231
 Pension BenefitsSix Months EndedFebruary 28, 2009
    
    
    February 29, 2008Components of pension benefits expense
    
    U.S. Plans
    
    
    Non-U.S. Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    9,140
    
    
    $
    21,796
    
    
    $
    16,650
    
    
    $
    24,332Interest cost
    
    
    31,188
    
    
    
    16,374
    
    
    
    29,976
    
    
    
    16,590Expected return on plan assets
    
    
    (31,520
    )
    
    
    (15,175
    )
    
    
    (35,276
    )
    
    
    (17,942
    )Amortization of loss (gain)
    
    
    788
    
    
    
    (600
    )
    
    
    960
    
    
    
    (721
    )Amortization of prior service cost
(benefits)
    
    
    106
    
    
    
    (277
    )
    
    
    140
    
    
    
    230Curtailment gain
    
    
    
    
    
    
    
    
    
    
    (13,898
    )
    
    
    Total
    
    $
    9,702
    
    
    $
    22,118
    
    
    $
    (1,448
    )
    
    $
    22,489
 Postretirement BenefitsThree Months EndedFebruary 28, 2009
    
    
    February 29, 2008Components of postretirement benefits expense
    
    U.S. Plans
    
    
    Non-U.S. Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    1,892
    
    
    $
    217
    
    
    $
    1,744
    
    
    $
    365Interest cost
    
    
    1,869
    
    
    
    394
    
    
    
    1,653
    
    
    
    465Expected return on plan assets
    
    
    (371
    )
    
    
    
    
    
    
    (409
    )
    
    
    Amortization of transitional obligation
    
    
    20
    
    
    
    
    
    
    
    20
    
    
    
    Amortization of (gain) loss
    
    
    
    
    
    
    (10
    )
    
    
    
    
    
    
    20Amortization of prior service benefits
    
    
    (200
    )
    
    
    (174
    )
    
    
    (201
    )
    
    
    (212
    )Total
    
    $
    3,210
    
    
    $
    427
    
    
    $
    2,807
    
    
    $
    638
 10




---



##### 



ACCENTURE SCA
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
(Unaudited)
 Postretirement BenefitsSix Months EndedFebruary 28, 2009
    
    
    February 29, 2008Components
of postretirement benefits expense
    
    U.S. Plans
    
    
    Non-U.S. Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    3,784
    
    
    $
    455
    
    
    $
    3,488
    
    
    $
    725Interest cost
    
    
    3,738
    
    
    
    827
    
    
    
    3,306
    
    
    
    923Expected return on plan assets
    
    
    (742
    )
    
    
    
    
    
    
    (818
    )
    
    
    Amortization of transitional obligation
    
    
    40
    
    
    
    
    
    
    
    40
    
    
    
    Amortization of (gain) loss
    
    
    
    
    
    
    (21
    )
    
    
    
    
    
    
    39Amortization of prior service cost
    
    
    (400
    )
    
    
    (365
    )
    
    
    (402
    )
    
    
    (421
    )Total
    
    $
    6,420
    
    
    $
    896
    
    
    $
    5,614
    
    
    $
    1,266
 11




---



##### 



ACCENTURE SCA
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
(Unaudited)
 7. MATERIAL TRANSACTIONS AFFECTING SHAREHOLDERS EQUITY
 Share Purchase and Redemption Activity
   Accenture SCA Class I, II and IIIAccenture Ltd Class A
    
    
    Common Shares and Accenture CanadaCommon Shares
    
    
    Holdings Inc. Exchangeable Shares
    
    
    TotalShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    AmountAccenture SCA Class I common
shares
    
    
    
    
    
    
    
    
    
    
    16,353,284
    
    
    $
    527,821
    
    
    
    16,353,284
    
    
    $
    527,821Accenture Canada Holdings Inc.
exchangeable shares
    
    
    
    
    
    
    
    
    
    
    185,428
    
    
    
    6,028
    
    
    
    185,428
    
    
    
    6,028Other purchases (1)
    
    
    2,265,628
    
    
    
    81,577
    
    
    
    
    
    
    
    
    
    
    
    2,265,628
    
    
    
    81,577Inter-company redemptions of SCAClass II common shares and SCAClass III common shares (2)
    
    
    
    
    
    
    
    
    
    
    32,398,455
    
    
    
    746,547
    
    
    
    32,398,455
    
    
    
    746,547Total
    
    
    2,265,628
    
    
    $
    81,577
    
    
    
    48,937,167
    
    
    $
    1,280,396
    
    
    
    51,202,795
    
    
    $
    1,361,973
 
 (1)
    
    During the six months ended February 28, 2009, 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.(2)
    
    On November 17, 2008, the Company redeemed 8,213,434 Accenture SCA Class II common shares and
10,172,821 Accenture SCA Class III common shares from Accenture for total consideration of
$315,203, which included a cash outlay of approximately $307,701. 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. During the six
months ended February 28, 2009, in addition to the 10,172,821 Accenture SCA Class III common
shares mentioned above, the Company redeemed 14,012,200 Accenture SCA Class III common shares
held by Accenture for total consideration of approximately $431,345.  Other Share Redemptions
  12




---



##### 



ACCENTURE SCA
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
(Unaudited)
 Dividend
  Class III Common Shares
  February 28, 2009
    
    
    August 31, 2008Title of Issuance
    
    Authorized
    
    
    Issued Shares
    
    
    Amount
    
    
    Issued Shares
    
    
    AmountClass III
    
    
    9,782,549,738
    
    
    
    659,190,692
    
    
    $
    753,208
    
    
    
    631,538,942
    
    
    $
    717,681Class 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
    
    
    
    876,640,954
    
    
    $
    998,522
    
    
    
    848,989,204
    
    
    $
    962,995
 8. DERIVATIVE FINANCIAL INSTRUMENTS
   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)
   February 28,
    
    
    August 31,2009
    
    
    2008Notional
    
    
    Fair
    
    
    Notional
    
    
    FairValue
    
    
    Value
    
    
    Value
    
    
    ValueForeign currency forward contracts:To sell
    
    $
    172,686
    
    
    $
    (1,081
    )
    
    $
    211,230
    
    
    $
    (163
    )To buy
    
    
    1,615,611
    
    
    
    (40,145
    )
    
    
    1,632,742
    
    
    
    15,604
 Cash Flow Hedges
  Cash Flow Hedges: Measuring the
Ineffectiveness of a Cash Flow Hedge under Paragraph 30(b) When the Shortcut Method Is Not
Applied,
  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)
   February 28,2009AssetsOther current assets
    
    $
    12,995Other non-current assets
    
    
    9,054Total
    
    $
    22,049LiabilitiesOther accrued liabilities
    
    $
    34,747Other non-current liabilities
    
    
    20,481Total
    
    $
    55,228
 Other Derivatives
   February 28,2009Other current assets
    
    $
    1,758Other accrued liabilities
    
    
    9,805
  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)
 9. FAIR VALUE MEASUREMENTS
   
    
    Level 1  Quoted prices for identical instruments in active markets;
    
    Level 2  Quoted prices for similar instruments in active markets; quoted prices for
identical or similar instruments in markets that are not active; and model-derived
valuations in which all significant inputs are observable in active markets; and
    
    Level 3  Valuations derived from valuation techniques in which one or more significant
inputs are unobservable.
 Short-term Investments and Investments
  Derivative Financial Instruments
  Assets and Liabilities Measured at Fair Value on a Recurring Basis
  Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAssetsShort-term investments
    
    $
    
    
    
    $
    13,450
    
    
    $
    
    
    
    $
    13,450Investments
    
    
    
    
    
    
    11,846
    
    
    
    
    
    
    
    11,846Derivative financial instruments
    
    
    
    
    
    
    23,807
    
    
    
    
    
    
    
    23,807Total
    
    $
    
    
    
    $
    49,103
    
    
    $
    
    
    
    $
    49,103LiabilitiesDerivative financial instruments
    
    $
    
    
    
    $
    65,033
    
    
    $
    
    
    
    $
    65,033
 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)
 10. COMMITMENTS AND CONTINGENCIES
 Commitments and Guarantees
  Noncontrolling Interests in Consolidated Financial
Statementsan amendment of ARB No. 51,
   Legal Contingencies
  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)
 11. SEGMENT REPORTING
  Three Months EndedFebruary 28, 2009
    
    
    February 29, 2008Net
    
    
    Operating
    
    
    Net
    
    
    OperatingRevenues
    
    
    Income
    
    
    Revenues
    
    
    IncomeCommunications & High Tech
    
    $
    1,193,656
    
    
    $
    152,152
    
    
    $
    1,339,411
    
    
    $
    184,926Financial Services
    
    
    1,040,705
    
    
    
    96,168
    
    
    
    1,209,223
    
    
    
    142,792Products
    
    
    1,369,129
    
    
    
    179,911
    
    
    
    1,439,002
    
    
    
    161,806Public Service
    
    
    702,548
    
    
    
    100,375
    
    
    
    674,520
    
    
    
    22,443Resources
    
    
    953,267
    
    
    
    148,861
    
    
    
    943,595
    
    
    
    126,090Other
    
    
    7,019
    
    
    
    
    
    
    
    5,563
    
    
    
    Total
    
    $
    5,266,324
    
    
    $
    677,467
    
    
    $
    5,611,314
    
    
    $
    638,057
 Six Months EndedFebruary 28, 2009
    
    
    February 29, 2008Net
    
    
    Operating
    
    
    Net
    
    
    OperatingRevenues
    
    
    Income
    
    
    Revenues
    
    
    IncomeCommunications & High Tech
    
    $
    2,557,474
    
    
    $
    331,308
    
    
    $
    2,651,143
    
    
    $
    312,958Financial Services
    
    
    2,278,783
    
    
    
    253,407
    
    
    
    2,453,193
    
    
    
    322,316Products
    
    
    2,936,521
    
    
    
    404,975
    
    
    
    2,911,858
    
    
    
    380,931Public Service
    
    
    1,463,452
    
    
    
    191,426
    
    
    
    1,383,482
    
    
    
    90,821Resources
    
    
    2,032,495
    
    
    
    311,123
    
    
    
    1,874,557
    
    
    
    257,430Other
    
    
    17,096
    
    
    
    
    
    
    
    10,994
    
    
    
    Total
    
    $
    11,285,821
    
    
    $
    1,492,239
    
    
    $
    11,285,227
    
    
    $
    1,364,456
 18




---



##### 



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, 2008, 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, 2008.
 We use the terms we, our Company, our and us in this report to refer to Accenture SCA
and its subsidiaries. Accenture Ltd (Accenture) is the sole general partner of the Company. All
references to years, unless otherwise noted, refer to our fiscal year, which ends on August 31. For
example, a reference to fiscal 2008 means the 12-month period that ended on August 31, 2008. 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 adversely affected by economic and political conditions
and the effects of these conditions on our clients businesses and levels of business
activity.
    
    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 work with government clients exposes us to additional risks inherent in the government
contracting environment.
    
    Our business could be adversely affected if our clients are not satisfied with our services.
    
    We could be subject to liabilities if our subcontractors or the third parties with whom we
partner cannot deliver their project contributions on time or at all.
    
    Our results of operations could be adversely affected if our clients terminate their
contracts with us on short notice.
    
    Outsourcing services are a significant part of our business and subject us to operational and
financial risk.
    
    Our results of operations may be affected by the rate of growth in the use of technology in
business and the type and level of technology spending by our clients.
    
    Our profitability could suffer if we are not able to maintain favorable pricing rates.
    
    Our profitability could suffer if we are not able to maintain favorable utilization rates.
    
    Our business could be negatively affected if we incur legal liability in connection with
providing our solutions and services.
 19




---



##### 




    
    If our pricing structures do not accurately anticipate the cost and complexity of performing
our work, then our contracts could be unprofitable.
    
    Many of our contracts utilize performance pricing that links some of our fees to the
attainment of various performance or business targets. This could increase the variability of
our revenues and margins.
    
    Our alliance relationships may not be successful.
    
    Our global operations are subject to complex risks, some of which might be beyond our
control.
    
    Our profitability could suffer if we are not able to control our costs.
    
    If we are unable to attract, retain and motivate employees or efficiently utilize their
skills, we might not be able to compete effectively and will not be able to grow our business.
    
    If we are unable to collect our receivables or unbilled services, our results of operations
and cash flows could be adversely affected.
    
    Our services or solutions could infringe upon the intellectual property rights of others or
we might lose our ability to utilize the intellectual property of others.
    
    We have only a limited ability to protect our intellectual property rights, which are
important to our success.
    
    New tax legislation or interpretations could lead to an increase in our tax burden.
    
    Negative publicity related to Bermuda companies such as our general partner, Accenture, could
affect our relationships with our clients.
    
    If we are unable to manage the organizational challenges associated with our size and
expansion, we might be unable to achieve our business objectives.
    
    We may not be successful at identifying, acquiring or integrating other businesses or
technologies.
    
    Consolidation in the industries that we serve could adversely affect our business.
    
    Our ability to attract and retain business may depend on our reputation in the marketplace.
    
    The share price of Accenture Ltd Class A common shares and, consequently, the market value of
Accenture SCA Class I common shares, could be adversely affected from time to time by sales,
or the anticipation of future sales, of Class A common shares held by our employees and former
employees or received upon the redemption of Accenture SCA Class I common shares.
    
    The share price of Accenture Ltd Class A common shares has fluctuated in the past and could
continue to fluctuate, including in response to variability in revenues, operating results and
profitability, and as a result Accentures share price could be difficult to predict.
    
    The share price of Accenture Ltd Class A common shares could be adversely affected if we are
unable to maintain effective internal controls.
    
    Accenture SCA is registered in Luxembourg and a significant portion of our assets are located
outside the United States. As a result, it might not be possible for shareholders to enforce
civil liability provisions of the federal or state securities laws of the United States.
    
    Luxembourg law differs from the laws in effect in the United States and might afford less
protection to shareholders.
 20




---



##### 




    
    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
        21




---



##### 



22




---



##### 



Bookings and Backlog
    Critical Accounting Policies and Estimates
  Revenues by Segment/Operating Group
    23




---



##### 



Results of Operations for the Three Months Ended February 28, 2009 Compared to the Three Months
Ended February 29, 2008
  Percent
    
    
    Percent of Total Net RevenuesPercent
    
    

    Increase
    
    
    for theThree Months Ended
    
    
    Increase
    
    
    (Decrease)
    
    
    Three Months EndedFebruary 28,
    
    
    February 29,
    
    
    (Decrease)
    
    
    Local
    
    
    February 28,
    
    
    February 29,2009
    
    
    2008
    
    
    US$
    
    
    Currency
    
    
    2009
    
    
    2008(in millions)OPERATING GROUPSCommunications & High Tech
    
    $
    1,194
    
    
    $
    1,339
    
    
    
    (11
    )%
    
    
    (3
    )%
    
    
    23
    %
    
    
    24
    %Financial Services
    
    
    1,041
    
    
    
    1,209
    
    
    
    (14
    )
    
    
    (5
    )
    
    
    20
    
    
    
    21Products
    
    
    1,369
    
    
    
    1,439
    
    
    
    (5
    )
    
    
    5
    
    
    
    26
    
    
    
    26Public Service
    
    
    703
    
    
    
    675
    
    
    
    4
    
    
    
    12
    
    
    
    13
    
    
    
    12Resources
    
    
    953
    
    
    
    944
    
    
    
    1
    
    
    
    14
    
    
    
    18
    
    
    
    17Other
    
    
    6
    
    
    
    5
    
    
    
    n/m
    
    
    
    n/m
    
    
    
    
    
    
    
    TOTAL NET REVENUES
    
    
    5,266
    
    
    
    5,611
    
    
    
    (6
    )%
    
    
    3
    %
    
    
    100
    %
    
    
    100
    %Reimbursements
    
    
    392
    
    
    
    447
    
    
    
    (12
    )TOTAL REVENUES
    
    $
    5,658
    
    
    $
    6,058
    
    
    
    (7
    )%GEOGRAPHIC REGIONSAmericas
    
    $
    2,298
    
    
    $
    2,317
    
    
    
    (1
    )%
    
    
    4
    %
    
    
    44
    %
    
    
    41
    %EMEA (1)
    
    
    2,415
    
    
    
    2,791
    
    
    
    (13
    )
    
    
    1
    
    
    
    46
    
    
    
    50Asia Pacific
    
    
    553
    
    
    
    503
    
    
    
    10
    
    
    
    13
    
    
    
    10
    
    
    
    9TOTAL NET REVENUES
    
    $
    5,266
    
    
    $
    5,611
    
    
    
    (6
    )%
    
    
    3
    %
    
    
    100
    %
    
    
    100
    %TYPE OF WORKConsulting
    
    $
    3,030
    
    
    $
    3,351
    
    
    
    (10
    )%
    
    
    (1
    )%
    
    
    58
    %
    
    
    60
    %Outsourcing
    
    
    2,236
    
    
    
    2,260
    
    
    
    (1
    )
    
    
    9
    
    
    
    42
    
    
    
    40TOTAL NET REVENUES
    
    $
    5,266
    
    
    $
    5,611
    
    
    
    (6
    )%
    
    
    3
    %
    
    
    100
    %
    
    
    100
    %
 
 n/m = not meaningful(1)
    
    EMEA includes Europe, the Middle East and Africa. Net Revenues
   
    
    Communications & High Tech net revenues decreased 3% in local currency. Consulting revenues
declined 7% in local currency due to declines across all industry groups in the Americas and
EMEA regions. These declines were partially offset by consulting growth across all industry
groups in the Asia Pacific region. Outsourcing revenues increased 3% in local currency,
primarily driven by growth across all industry groups in the Asia Pacific and EMEA regions.
    
    Financial Services net revenues decreased 5% in local currency. Consulting revenues declined
14% in local currency, primarily due to declines in our Banking industry group in the EMEA
region, and, to a lesser extent, in our Capital Markets industry group in the Americas and Asia
Pacific regions and our Insurance industry group in the Americas region. These declines were
partially offset by consulting growth in our Banking industry group in the Americas region.
Outsourcing revenues increased 8% in local currency, primarily driven by growth in our Banking
industry group in the EMEA region. Consolidation and client strategy changes in the
 24




---



##### 



financial
services industry have resulted in a few contract terminations, which have put
pressure on our revenues.
    
    Products net revenues increased 5% in local currency. Consulting revenues declined 2% in
local currency, primarily due to declines in our Retail industry group in the Americas region,
in our Industrial Equipment industry group across all geographic regions and our Automotive
industry group in the EMEA region. These declines were partially offset by consulting growth
in our Consumer Goods & Services and Health & Life Sciences industry groups in the Americas
region. Outsourcing revenues increased 16% in local currency, primarily driven by growth in
our Consumer Goods & Services and Health & Life Sciences industry groups across all geographic
regions.
    
    Public Service net revenues increased 12% in local currency. Consulting revenues increased
15% in local currency, primarily driven by growth in the Americas region. Outsourcing revenues
increased 7% in local currency, primarily driven by growth in the EMEA region.
    
    Resources net revenues increased 14% in local currency. Consulting revenues increased 14% in
local currency, primarily driven by growth in our Utilities industry group in the EMEA region,
in our Natural Resources industry group across all geographic regions and our Energy industry
group in the Americas region. This growth was partially offset by a consulting decline in our
Chemicals industry group in the EMEA region. Outsourcing revenues increased 14% in local
currency, primarily driven by growth in our Utilities industry group in the EMEA and Americas
regions.
    Operating Expenses
  Cost of Services
  25




---



##### 



Sales and Marketing
  General and Administrative Costs
  Operating Income and Operating Margin
  Three Months EndedFebruary 28, 2009
    
    
    February 29, 2008Operating
    
    
    Operating
    
    
    Operating
    
    
    Operating
    
    
    IncreaseIncome
    
    
    Margin
    
    
    Income
    
    
    Margin
    
    
    (Decrease)(in millions)Communications &
High Tech
    
    $
    152
    
    
    
    13
    %
    
    $
    185
    
    
    
    14
    %
    
    $
    (33
    )Financial Services
    
    
    96
    
    
    
    9
    
    
    
    143
    
    
    
    12
    
    
    
    (47
    )Products
    
    
    180
    
    
    
    13
    
    
    
    162
    
    
    
    11
    
    
    
    18Public Service
    
    
    100
    
    
    
    14
    
    
    
    22
    
    
    
    3
    
    
    
    78Resources
    
    
    149
    
    
    
    16
    
    
    
    126
    
    
    
    13
    
    
    
    23Total
    
    $
    677
    
    
    
    12.9
    %
    
    $
    638
    
    
    
    11.4
    %
    
    $
    39
  
    
    Communications & High Tech operating income decreased, primarily due to consulting revenue
declines.
    
    Financial Services operating income decreased, primarily due to consulting revenue declines,
lower volume of high-margin consulting and decreased utilization, partially offset by improved
consulting and outsourcing contract margins and outsourcing revenue growth.
    
    Products operating income increased due to improved outsourcing contract profitability and
revenue growth.
    
    Public Service operating income increased due to resolution of a contract termination,
improved delivery efficiencies compared to the three months ended February 29, 2008 and
consulting revenue growth.
    
    Resources operating income increased due to strong revenue growth and improved consulting and
outsourcing contract margins.
 Interest Income
  26




---



##### 



Other Income, net
  Provision for Income Taxes
   27




---



##### 



Results of Operations for the Six Months Ended February 28, 2009 Compared to the Six Months Ended
February 29, 2008
  Percent
    
    
    Percent of Total Net RevenuesPercent
    
    

    Increase
    
    
    for theSix Months Ended
    
    
    Increase
    
    
    (Decrease)
    
    
    Six Months EndedFebruary 28,
    
    
    February 29,
    
    
    (Decrease)
    
    
    Local
    
    
    February 28,
    
    
    February 29,2009
    
    
    2008
    
    
    US$
    
    

Currency
    
    
    2009
    
    
    2008(in millions)OPERATING GROUPSCommunications &
High Tech
    
    $
    2,557
    
    
    $
    2,651
    
    
    
    (4
    )%
    
    
    2
    %
    
    
    23
    %
    
    
    23
    %Financial Services
    
    
    2,279
    
    
    
    2,453
    
    
    
    (7
    )
    
    
    (2
    )
    
    
    20
    
    
    
    22Products
    
    
    2,937
    
    
    
    2,912
    
    
    
    1
    
    
    
    7
    
    
    
    26
    
    
    
    26Public Service
    
    
    1,463
    
    
    
    1,383
    
    
    
    6
    
    
    
    11
    
    
    
    13
    
    
    
    12Resources
    
    
    2,032
    
    
    
    1,875
    
    
    
    8
    
    
    
    17
    
    
    
    18
    
    
    
    17Other
    
    
    18
    
    
    
    11
    
    
    
    n/m
    
    
    
    n/m
    
    
    
    
    
    
    
    TOTAL NET REVENUES
    
    
    11,286
    
    
    
    11,285
    
    
    
    
    
    
    
    6
    %
    
    
    100
    %
    
    
    100
    %Reimbursements
    
    
    842
    
    
    
    875
    
    
    
    (4
    )TOTAL REVENUES
    
    $
    12,128
    
    
    $
    12,160
    
    
    
    GEOGRAPHIC REGIONSAmericas
    
    $
    4,875
    
    
    $
    4,643
    
    
    
    5
    %
    
    
    8
    %
    
    
    43
    %
    
    
    41
    %EMEA
    
    
    5,288
    
    
    
    5,674
    
    
    
    (7
    )
    
    
    3
    
    
    
    47
    
    
    
    50Asia Pacific
    
    
    1,123
    
    
    
    968
    
    
    
    16
    
    
    
    19
    
    
    
    10
    
    
    
    9TOTAL NET REVENUES
    
    $
    11,286
    
    
    $
    11,285
    
    
    
    
    
    
    
    6
    %
    
    
    100
    %
    
    
    100
    %TYPE OF WORKConsulting
    
    $
    6,687
    
    
    $
    6,810
    
    
    
    (2
    )%
    
    
    4
    %
    
    
    59
    %
    
    
    60
    %Outsourcing
    
    
    4,599
    
    
    
    4,475
    
    
    
    3
    
    
    
    9
    
    
    
    41
    
    
    
    40TOTAL NET REVENUES
    
    $
    11,286
    
    
    $
    11,285
    
    
    
    
    
    
    
    6
    %
    
    
    100
    %
    
    
    100
    %
 
 n/m = not meaningful Net Revenues
   
    
    Communications & High Tech net revenues increased 2% in local currency. Consulting revenues
declined 2% in local currency, primarily due to declines in our Communications industry group
in the EMEA and Americas regions. These declines were partially offset by consulting growth
across all industry groups in the Asia Pacific region and in our Electronics & High Tech
industry group in the Americas region. Outsourcing revenues increased 5% in local currency,
primarily driven by growth across all industry groups in the EMEA and Asia Pacific regions.
    
    Financial Services net revenues decreased 2% in local currency. Consulting revenues declined
9% in local currency, primarily due to declines in our Banking industry group in the EMEA
region and, to a lesser extent, in our Capital Markets industry group in the Americas and Asia
Pacific regions and our Insurance industry group in the Americas region. These declines were
partially offset by consulting growth in our Banking industry group in the Americas and Asia
Pacific regions and our Capital Markets industry group in
 28




---



##### 



the EMEA region. Outsourcing
revenues increased 10% in local currency, primarily driven by growth in our Banking industry
group across all geographic regions and our Insurance industry group in the Americas and Asia
Pacific regions, partially offset by a decline in our Capital Markets industry group in the
Americas region. Consolidation and client strategy changes in the financial services industry
have resulted in a few contract terminations, which have put pressure on our
revenues.
    
    Products net revenues increased 7% in local currency. Consulting revenues increased 3% in
local currency, primarily driven by growth in our Health & Life Sciences and Consumer Goods &
Services industry groups across all geographic regions. This growth was partially offset by
consulting declines in our Retail industry group in the Americas and Asia Pacific regions and
our Transportation & Travel Services industry group in the EMEA region. Outsourcing revenues
increased 14% in local currency, primarily driven by growth in our Consumer Goods & Services,
Health & Life Sciences and Transportation & Travel Services industry groups across all
geographic regions.
    
    Public Service net revenues increased 11% in local currency. Consulting revenues increased
16% in local currency, primarily driven by growth in the Americas region. Outsourcing revenues
increased 4% in local currency, primarily driven by growth in the EMEA region.
    
    Resources net revenues increased 17% in local currency. Consulting revenues increased 20%
in local currency, primarily driven by growth in our Utilities and Energy industry groups in
the EMEA and Americas regions, in our Natural Resources industry group across all geographic
regions and our Chemicals industry group in the Americas region. This consulting growth was
partially offset by consulting declines in our Chemicals industry group in the EMEA and Asia
Pacific regions. Outsourcing revenues increased 12% in local currency, primarily driven by
growth in our Utilities industry group in the EMEA and Americas regions and our Energy
industry group in the EMEA region.
    Operating Expenses
  Cost of Services
  29




---



##### 



Sales and Marketing
  General and Administrative Costs
  Operating Income and Operating Margin
  Six Months EndedFebruary 28, 2009
    
    
    February 29, 2008Operating
    
    
    Operating
    
    
    Operating
    
    
    Operating
    
    
    IncreaseIncome (1)
    
    
    Margin
    
    
    Income
    
    
    Margin
    
    
    (Decrease) (1)(in millions)Communications &
High Tech
    
    $
    331
    
    
    
    13
    %
    
    $
    313
    
    
    
    12
    %
    
    $
    18Financial Services
    
    
    253
    
    
    
    11
    
    
    
    322
    
    
    
    13
    
    
    
    (69
    )Products
    
    
    405
    
    
    
    14
    
    
    
    381
    
    
    
    13
    
    
    
    24Public Service
    
    
    191
    
    
    
    13
    
    
    
    91
    
    
    
    7
    
    
    
    100Resources
    
    
    311
    
    
    
    15
    
    
    
    257
    
    
    
    14
    
    
    
    54Total
    
    $
    1,492
    
    
    
    13.2
    %
    
    $
    1,364
    
    
    
    12.1
    %
    
    $
    128
 
 (1)
    
    May not total due to rounding.  
    
    Communications & High Tech operating income increased due to revenue growth, partially offset
by declines in consulting margins. In addition, the six months ended February 29, 2008
reflected the impact of delivery inefficiencies on a consulting contract.
    
    Financial Services operating income decreased, primarily due to consulting revenue declines,
higher selling costs associated with business-development opportunities and lower volume of
high-margin consulting, partially offset by improved consulting and outsourcing contract
margins and outsourcing revenue growth.
    
    Products operating income increased due to improved outsourcing contract profitability and
revenue growth.
    
    Public Service operating income increased due to resolution of a contract termination,
improved delivery efficiencies compared to the six months ended February 29, 2008 and
consulting revenue growth.
    
    Resources operating income increased due to strong revenue growth and improved consulting and
outsourcing contract margins.
 30




---



##### 



Interest Income
  Other Expense, net
  Provision for Income Taxes
   Liquidity and Capital Resources
  
    
    take advantage of opportunities, including more rapid expansion;
    
    acquire other businesses or technologies;
    
    develop new services and solutions;
    
    respond to competitive pressures; or
    
    facilitate purchases, redemptions and exchanges of Accenture and our shares.
  31




---



##### 



Six Months EndedFebruary 28,
    
    
    February 29,2009
    
    
    2008
    
    
    Change(in millions)Net cash provided by (used in):Operating activities
    
    $
    1,099
    
    
    $
    693
    
    
    $
    406Investing activities
    
    
    (113
    )
    
    
    (177
    )
    
    
    64Financing activities
    
    
    (1,228
    )
    
    
    (1,304
    )
    
    
    76Effect of exchange rate changes on cash
and cash equivalents
    
    
    (383
    )
    
    
    58
    
    
    
    (441
    )Net decrease in cash and cash equivalents
    
    $
    (625
    )
    
    $
    (730
    )
    
    $
    105
 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
    
    
    
    Local guaranteed and non-guaranteed lines of credit
    
    
    146
    
    
    
    Total
    
    $
    1,696
    
    
    $
    
  32




---



##### 



Share Purchases and Redemptions
   Accenture SCA Class I, II and IIICommon Shares andAccenture Ltd Class A
    
    
    Accenture Canada HoldingsCommon Shares
    
    
    Inc. Exchangeable Shares
    
    
    TotalShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    Amount(in millions, except share amounts)Accenture SCA Class I common
shares
    
    
    
    
    
    
    
    
    
    
    16,353,284
    
    
    $
    528
    
    
    
    16,353,284
    
    
    $
    528Accenture Canada Holdings Inc.
exchangeable shares
    
    
    
    
    
    
    
    
    
    
    185,428
    
    
    
    6
    
    
    
    185,428
    
    
    
    6Other purchases (1)
    
    
    2,265,628
    
    
    
    82
    
    
    
    
    
    
    
    
    
    
    
    2,265,628
    
    
    
    82Inter-company redemptions of SCA
Class II common shares and SCA
Class III common shares (2)
    
    
    
    
    
    
    
    
    
    
    32,398,455
    
    
    
    747
    
    
    
    32,398,455
    
    
    
    747Total
    
    
    2,265,628
    
    
    $
    82
    
    
    
    48,937,167
    
    
    $
    1,281
    
    
    
    51,202,795
    
    
    $
    1,363
 
 (1)
    
    During the six months ended February 28, 2009, 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.(2)
    
    On November 17, 2008, we redeemed 8,213,434 Accenture SCA Class II common shares and
10,172,821 Accenture SCA Class III common shares from Accenture for total consideration of
$315 million, which included a cash outlay of approximately $308 million. These redemptions
were made in transactions unrelated to publicly announced share plans or programs.
Transactions involving Accenture SCA Class II and Class III common shares consist exclusively
of inter-company transactions undertaken to facilitate other corporate purposes. During the
six months ended February 28, 2009, in addition to the 10,172,821 Accenture SCA Class III
common shares mentioned above, we redeemed 14,012,200 Accenture SCA Class III common shares
held by Accenture for total consideration of approximately $431 million.  Other Share Redemptions
   Waiver of Certain Transfer Restrictions
  33




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##### 



Total number of Accenture Ltd Class Acommon shares, Accenture SCA Class Icommon shares and Accenture CanadaHoldings Inc. exchangeable shares that arescheduled to become available for transferafter giving effect to waivers(millions of shares)3rd Quarter Fiscal 2009
    
    
    4.54th Quarter Fiscal 2009
    
    
    4.0
  Total number of Accenture Ltd Class Acommon shares, Accenture SCA Class Icommon shares and Accenture CanadaHoldings Inc. exchangeable shares that arescheduled to become available for transferafter giving effect to waivers(millions of shares)3rd Quarter Fiscal 2009
    
    
    14.94th Quarter Fiscal 2009
    
    
    14.8
 Off-Balance Sheet Arrangements
   Recently Adopted Accounting Pronouncements
 Disclosures about Derivative Instruments and Hedging
Activities, an amendment of FASB Statement No. 133
 34




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##### 



Accounting for Derivative Instruments and Hedging Activities
 Fair Value Measurements Effective Date of FASB Statement No. 157,
 Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of
FASB Statements No. 87, 106, and 132(R),
 New Accounting Pronouncements
 Business Combinations Business Combinations.
 Noncontrolling Interests in Consolidated
Financial Statementsan amendment of ARB No. 51
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
   35




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##### 



Changes in Internal Control Over Financial Reporting
  PART II  OTHER INFORMATION
 ITEM 1. LEGAL PROCEEDINGS
     36




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##### 



ITEM 1A.RISK FACTORS
  ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 Purchases and redemptions of Accenture SCA Class I common shares and Accenture Canada Holdings Inc.
exchangeable shares
  Approximate DollarTotal Number of
    
    Value of Shares thatShares Purchased
    
    May Yet Beas Part of Publicly
    
    Purchased UnderTotal Number of Shares
    
    Average Price Paid
    
    Announced Plans
    
    Publicly AnnouncedPeriod
    
    Purchased (1)
    
    per Share (2)
    
    or Programs
    
    Plans or ProgramsAccenture SCADecember 1, 2008  December 31, 2008Class I common shares
    
    
    2,522,640
    
    
    $
    31.89
    
    
    
    
    
    
    
    January 1, 2009  January 31, 2009Class I common shares
    
    
    3,895,144
    
    
    $
    32.84
    
    
    
    
    
    
    
    February 1, 2009  February 28, 2009Class I common shares
    
    
    3,753,178
    
    
    $
    32.46
    
    
    
    
    
    
    
    TotalClass I common shares (3)
    
    
    10,170,962
    
    
    $
    32.46
    
    
    
    
    
    
    
    Accenture Canada Holdings Inc.December 1, 2008  December 31, 2008Exchangeable shares
    
    
    10,002
    
    
    $
    31.84
    
    
    
    
    
    
    
    January 1, 2009  January 31, 2009Exchangeable shares
    
    
    60,313
    
    
    $
    33.14
    
    
    
    
    
    
    
    February 1, 2009  February 28, 2009Exchangeable shares
    
    
    27,459
    
    
    $
    32.50
    
    
    
    
    
    
    
    TotalExchangeable shares (3)
    
    
    97,774
    
    
    $
    32.83
    
    
    
    
    
    
    
    
 
 (1)
    
    During the second quarter of fiscal 2009, we acquired a total of 10,170,962 Accenture SCA
Class I common shares and 97,774 Accenture Canada Holdings Inc. exchangeable shares from
current and former senior executives and their permitted transferees. This includes
acquisitions by means of redemption or purchase, or employee share forfeiture, as applicable.(2)
    
    Average price per share reflects the total cash outlay for the period, divided by the number
of shares acquired, including those acquired by purchase and any acquired by means of employee
share forfeiture.(3)
    
    As of February 28, 2009, Accentures and our aggregate available authorization for share
purchases and redemptions was $1,538 million, which management has the discretion to use for
either Accentures publicly announced open-market share purchase program or the other share
purchase programs. To date, the Board of Directors of Accenture has authorized an aggregate of
$11.1 billion for purchases and redemptions of Accenture Ltd Class A common shares, Accenture
SCA Class I common shares or Accenture Canada Holdings Inc. exchangeable shares. 37




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##### 



Purchases and redemptions of Accenture SCA Class II and Class III common shares
   Other Transactions Related to Accenture SCA Class II and Class III common shares
   38




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##### 



Purchases and redemptions of Accenture Ltd Class A common shares and Class X common shares
  Approximate Dollar ValueTotal Number of Shares
    
    of Shares that May Yet BePurchased as Part of
    
    Purchased Under PubliclyTotal Number of Shares
    
    Average Price Paid
    
    Publicly Announced
    
    Announced Plans orPeriod
    
    Purchased
    
    per Share (1)
    
    Plans or Programs (2)
    
    Programs (3)(in millions)December 1, 2008  December 31, 2008Class A common shares
    
    
    101,399
    
    
    $
    29.36
    
    
    
    
    
    
    $
    1,790Class X common shares
    
    
    2,538,233
    
    
    $
    0.0000225
    
    
    
    
    
    
    
    January 1, 2009  January 31, 2009Class A common shares
    
    
    479,968
    
    
    $
    32.92
    
    
    
    
    
    
    $
    1,660Class X common shares
    
    
    2,777,667
    
    
    $
    0.0000225
    
    
    
    
    
    
    
    February 1, 2009  February 28, 2009Class A common shares
    
    
    146,421
    
    
    $
    31.68
    
    
    
    
    
    
    $
    1,538Class X common shares
    
    
    3,612,634
    
    
    $
    0.0000225
    
    
    
    
    
    
    
    TotalClass A common shares (2)(4)
    
    
    727,788
    
    
    $
    32.17
    
    
    
    Class X common shares (5)
    
    
    8,928,534
    
    
    $
    0.0000225
    
    
    
    
 
 (1)
    
    Average price per share reflects the total cash outlay for the period, divided by the number
of shares acquired, including those acquired by purchase and any acquired by means of employee
share forfeiture.(2)
    
    Since August 2001, the Board of Directors of Accenture has authorized and periodically
confirmed a publicly announced open-market share purchase program for acquiring Accenture Ltd
Class A common shares. During the second quarter of fiscal 2009, Accenture did not purchase
any Accenture Ltd Class A common shares under this program. The open-market purchase program
does not have an expiration date.(3)
    
    As of February 28, 2009, Accentures and our aggregate available authorization for share
purchases and redemptions was $1,538 million, which management has the discretion to use for
either Accentures publicly announced open-market share purchase program or the other share
purchase programs. To date, the Board of Directors of Accenture has authorized an aggregate of
$11.1 billion for purchases and redemptions of Accenture Ltd Class A common shares, Accenture
SCA Class I common shares or Accenture Canada Holdings Inc. exchangeable shares.(4)
    
    During the second quarter of fiscal 2009, Accenture and we acquired 727,788 Accenture Ltd
Class A common shares in transactions unrelated to publicly announced share plans or programs.
These transactions consisted of acquisitions of Accenture Ltd Class A common shares via share
withholding for payroll tax obligations due from employees and former employees in connection
with the delivery of Accenture Ltd Class A
common shares under Accentures various employee equity share plans, as well as any outstanding
shares forfeited by employees or former employees during the quarter.(5)
    
    During the second quarter of fiscal 2009, Accenture redeemed 8,928,534 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
  39




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##### 



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  ITEM 5. OTHER INFORMATION
   ITEM 6. EXHIBITS
  ExhibitNumber
    
    Exhibit3.1
    
    Form of Articles of Association of Accenture SCA, updated as of
November 17, 2008 (incorporated by reference to Exhibit 10.1 to
the November 30, 2008 Accenture Ltd 10-Q)3.2
    
    Form of Bye-laws of Accenture Ltd, effective as of February 7,
2008 (incorporated by reference to Exhibit 3.1 to the February 29,
2008 Accenture Ltd 10-Q)10.1
    
    CEO 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, 2009 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
 40




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##### 



SIGNATURES
   ACCENTURE SCA
represented by its general partner,
Accenture Ltd, itself represented
by its duly authorized signatoryBy:
    /s/ Pamela J. CraigName:
    Pamela J. CraigTitle:
    Chief Financial Officer of Accenture Ltd,
general partner of Accenture SCA 41