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 November 30, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROM          TO
 Commission File Number: 000-49713
 ACCENTURE SCA
 (Exact name of registrant as specified in its charter)
 Luxembourg
    
    98-0351796(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 46A, Avenue J.F. Kennedy
L-1855 Luxembourg  (Address of principal executive offices)
 (352) 26 42 35 00  (Registrants telephone number, including area code)
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    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 November 30, 2008 (Unaudited) and August 31, 2008
    
    
3Consolidated Income Statements (Unaudited) for the three months ended November 30, 2008 and 2007
    
    
    4Consolidated Shareholders Equity and Comprehensive Income Statements (Unaudited) for the three months ended November 30, 2008
    
    
5Consolidated Cash Flows Statements (Unaudited) for the three months ended November 30, 2008 and 2007
    
    
6Notes to Consolidated Financial Statements (Unaudited)
    
    
7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
15Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
27Item 4. Controls and Procedures
    
    
27Part II. Other Information
    
    
28Item 1. Legal Proceedings
    
    
28Item 1A. Risk Factors
    
    
29Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
30Item 3. Defaults upon Senior Securities
    
    
32Item 4. Submission of Matters to a Vote of Security Holders
    
    
32Item 5. Other Information
    
    
33Item 6. Exhibits
    
    
34Signatures
  2




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##### 



PART I  FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 ACCENTURE SCA
 
 CONSOLIDATED BALANCE SHEETS
 November 30, 2008 and August 31, 2008
 (In thousands of U.S. dollars, except share and per share amounts)
 November 30,
    
    
    August 31,2008
    
    
    2008(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    2,782,961
    
    
    $
    3,602,760Short-term investments
    
    
    13,117
    
    
    
    20,282Receivables from clients, net
    
    
    2,754,895
    
    
    
    2,996,815Unbilled services, net
    
    
    1,389,612
    
    
    
    1,518,580Deferred income taxes, net
    
    
    426,849
    
    
    
    425,859Other current assets
    
    
    463,178
    
    
    
    594,832Total current assets
    
    
    7,830,612
    
    
    
    9,159,128NON-CURRENT ASSETS:Unbilled services, net
    
    
    33,861
    
    
    
    43,627Investments
    
    
    12,428
    
    
    
    19,034Property and equipment, net of accumulated depreciation of $1,544,214 and $1,625,685, respectively
    
    
    734,597
    
    
    
    800,164Goodwill
    
    
    786,847
    
    
    
    839,957Deferred contract costs
    
    
    519,673
    
    
    
    539,856Deferred income taxes, net
    
    
    645,629
    
    
    
    613,943Other non-current assets
    
    
    368,408
    
    
    
    382,816Total non-current assets
    
    
    3,101,443
    
    
    
    3,239,397TOTAL ASSETS
    
    $
    10,932,055
    
    
    $
    12,398,525LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Current portion of long-term debt and bank borrowings
    
    $
    1,249
    
    
    $
    6,570Accounts payable
    
    
    904,095
    
    
    
    1,017,227Deferred revenues
    
    
    1,529,917
    
    
    
    1,810,661Accrued payroll and related benefits
    
    
    2,499,995
    
    
    
    2,809,196Accrued consumption taxes
    
    
    275,382
    
    
    
    343,658Income taxes payable
    
    
    216,055
    
    
    
    249,986Deferred income taxes, net
    
    
    48,529
    
    
    
    57,258Other accrued liabilities
    
    
    549,021
    
    
    
    553,322Total current liabilities
    
    
    6,024,243
    
    
    
    6,847,878NON-CURRENT LIABILITIES:Long-term debt
    
    
    1,198
    
    
    
    1,708Deferred revenues relating to contract costs
    
    
    524,195
    
    
    
    555,935Retirement obligation
    
    
    468,381
    
    
    
    483,857Deferred income taxes, net
    
    
    31,074
    
    
    
    32,258Income taxes payable
    
    
    1,081,094
    
    
    
    1,086,244Other non-current liabilities
    
    
    196,450
    
    
    
    197,970Total non-current liabilities
    
    
    2,302,392
    
    
    
    2,357,972COMMITMENTS AND CONTINGENCIESMINORITY INTEREST
    
    
    83,134
    
    
    
    80,427SHAREHOLDERS EQUITY:Class I common shares, par value 1.25 euros per share, 10,000,000,000 shares authorized,
134,199,648 and 140,381,970 shares issued and outstanding as of November 30, 2008
and August 31, 2008, respectively
    
    
    150,390
    
    
    
    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 November 30, 2008
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, 865,344,347 and 848,989,204 shares issued as of
November 30, 2008 and August 31, 2008, respectively
    
    
    985,878
    
    
    
    962,995Restricted share units (related to Accenture Ltd Class A common shares)
    
    
    813,509
    
    
    
    819,577Additional paid-in capital
    
    
    4,369,129
    
    
    
    4,054,434Treasury shares, at cost: Class II common, 23,922,390 and 15,708,956 shares at November 30, 2008
and August 31, 2008, respectively; Class III common, 289,386,239 and 267,645,545 shares at
November 30, 2008 and August 31, 2008, respectively
    
    
    (8,806,974
    )
    
    
    (8,058,110
    )Investment in Accenture Ltd shares, at cost, 16,183,589 and 15,503,200 shares at November 30,
2008 and August 31, 2008, respectively
    
    
    (550,999
    )
    
    
    (524,984
    )Retained earnings
    
    
    5,316,066
    
    
    
    5,139,929Accumulated other comprehensive income
    
    
    (322,606
    )
    
    
    6,128Total shareholders equity
    
    
    2,522,286
    
    
    
    3,112,248TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    10,932,055
    
    
    $
    12,398,525
  3




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##### 



ACCENTURE SCA
 
 CONSOLIDATED INCOME STATEMENTS
 For the Three Months Ended November 30, 2008 and 2007
 (In thousands of U.S. dollars, except share and per share amounts)
 (Unaudited)
 2008
    
    
    2007REVENUES:Revenues before reimbursements (Net revenues)
    
    $
    6,019,497
    
    
    $
    5,673,913Reimbursements
    
    
    451,111
    
    
    
    428,044Revenues
    
    
    6,470,608
    
    
    
    6,101,957OPERATING EXPENSES:Cost of services:Cost of services before
reimbursable expenses
    
    
    4,131,689
    
    
    
    3,968,836Reimbursable expenses
    
    
    451,111
    
    
    
    428,044Cost of services
    
    
    4,582,800
    
    
    
    4,396,880Sales and marketing
    
    
    563,192
    
    
    
    520,398General and administrative costs
    
    
    506,739
    
    
    
    449,957Reorganization costs, net
    
    
    3,105
    
    
    
    8,323Total operating expenses
    
    
    5,655,836
    
    
    
    5,375,558OPERATING INCOME
    
    
    814,772
    
    
    
    726,399Gain on investments, net
    
    
    1,360
    
    
    
    5,471Interest income
    
    
    22,196
    
    
    
    37,780Interest expense
    
    
    (3,400
    )
    
    
    (5,398
    )Other (expense) income, net
    
    
    (26,407
    )
    
    
    9,237INCOME BEFORE INCOME TAXES
    
    
    808,521
    
    
    
    773,489Provision for income taxes
    
    
    215,288
    
    
    
    267,931INCOME BEFORE MINORITY INTEREST
    
    
    593,233
    
    
    
    505,558Minority interest in Accenture Canada Holdings Inc.
    
    
    (1,916
    )
    
    
    (1,909
    )Minority interest  other
    
    
    (5,234
    )
    
    
    (4,460
    )NET INCOME
    
    $
    586,083
    
    
    $
    499,189Cash dividends per share
    
    $
    0.50
    
    
    $
    0.42
  4




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##### 



ACCENTURE SCA
 
 CONSOLIDATED SHAREHOLDERS EQUITY AND COMPREHENSIVE INCOME STATEMENTS
 For the Three Months Ended November 30, 2008
 (In thousands of U.S. dollars and in thousands of share amounts)
 (Unaudited)
 RestrictedShare Units(related toClass I
    
    
    Class II
    
    
    Class III
    
    
    Accenture LtdCommon
    
    
    Common
    
    
    Common
    
    
    Class A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Accumulated OtherShares
    
    
    Shares
    
    
    Shares
    
    
    common
    
    
    Additional
    
    
    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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    586,083
    
    
    
    
    
    
    
    586,083Other comprehensive income:Net unrealized losses on cash flow
hedges, net of tax and reclassification
adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (35,724
    )
    
    
    (35,724
    )Net unrealized losses on marketable
securities, net of reclassification
adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (657
    )
    
    
    (657
    )Foreign currency translation
adjustments, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (291,782
    )
    
    
    (291,782
    )Amortization of losses related to
pension and other postretirement
benefits,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (285
    )
    
    
    (285
    )Other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (328,448
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    257,635Income tax benefit on share-based
compensation plans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,659
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,659Issuances and redemptions of Class II and Class
III common shares
    
    
    
    
    
    
    
    
    
    
    12,904
    
    
    
    8,214
    
    
    
    15,983
    
    
    
    10,173
    
    
    
    
    
    
    
    286,316
    
    
    
    (315,203
    )
    
    
    (18,386
    )
    
    
    
    
    
    
    
    
    
    
    (307,701
    )
    
    
    
    
    
    
    (307,701
    )Purchases of Accenture Ltd Class A
common shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (32,149
    )
    
    
    
    
    
    
    
    
    
    
    (26,015
    )
    
    
    (681
    )
    
    
    
    
    
    
    
    
    
    
    (58,164
    )Share-based compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    79,767
    
    
    
    7,356
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    87,123Purchases/redemptions of Accenture SCA
Class I common shares
    
    
    (6,900
    )
    
    
    (6,182
    )
    
    
    
    
    
    
    
    
    
    
    6,900
    
    
    
    6,182
    
    
    
    
    
    
    
    
    
    
    
    (197,625
    )
    
    
    (6,182
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (197,625
    )Purchases/redemptions of Accenture SCA
Class III common shares and Accenture
Canada Holdings Inc. exchangeable shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,818
    )
    
    
    (431,345
    )
    
    
    (14,012
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (434,163
    )Issuances of Accenture SCA Class III common
shares related to employee share programs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (112,033
    )
    
    
    48,321
    
    
    
    195,309
    
    
    
    8,626
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    131,597Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,198
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (96,943
    )
    
    
    
    
    
    
    (70,745
    )Minority interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,010Balance as of November 30, 2008
    
    $
    150,390
    
    
    
    134,200
    
    
    $
    567,893
    
    
    
    494,881
    
    
    $
    985,878
    
    
    
    865,344
    
    
    $
    813,509
    
    
    $
    4,369,129
    
    
    $
    (8,806,974
    )
    
    
    (313,309
    )
    
    $
    (550,999
    )
    
    
    (16,184
    )
    
    $
    5,316,066
    
    
    $
    (322,606
    )
    
    $
    2,522,286
  5




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##### 



ACCENTURE SCA
 
 CONSOLIDATED CASH FLOWS STATEMENTS
 For the Three Months Ended November 30, 2008 and 2007
 (In thousands of U.S. dollars)
 (Unaudited)
 2008
    
    
    2007CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    586,083
    
    
    $
    499,189Adjustments to reconcile Net income to Net cash provided by (used in) operating activities Depreciation, amortization and asset impairments
    
    
    119,563
    
    
    
    125,168Reorganization costs, net
    
    
    3,105
    
    
    
    8,323Share-based compensation expense
    
    
    87,123
    
    
    
    72,017Deferred income taxes, net
    
    
    (21,112
    )
    
    
    (32,697
    )Minority interest
    
    
    7,150
    
    
    
    6,369Other, net
    
    
    3,345
    
    
    
    (14,108
    )Change in assets and liabilities, net of acquisitions Receivables from clients, net
    
    
    (9,418
    )
    
    
    (218,487
    )Unbilled services, current and non-current
    
    
    (101,760
    )
    
    
    (83,771
    )Other current and non-current assets
    
    
    25,245
    
    
    
    (68,490
    )Accounts payable
    
    
    (101,040
    )
    
    
    (25,777
    )Deferred revenues, current and non-current
    
    
    (38,925
    )
    
    
    (225,046
    )Accrued payroll and related benefits
    
    
    (73,550
    )
    
    
    (1,752
    )Income taxes payable, current and non-current
    
    
    (14,455
    )
    
    
    41,979Other current and non-current liabilities
    
    
    (3,222
    )
    
    
    (114,388
    )Net cash provided by (used in) operating activities
    
    
    468,132
    
    
    
    (31,471
    )CASH FLOWS FROM INVESTING ACTIVITIES:Proceeds from maturities and sales of available-for-sale investments
    
    
    10,656
    
    
    
    119,989Purchases of available-for-sale investments
    
    
    (196
    )
    
    
    (19,132
    )Proceeds from sales of property and equipment
    
    
    750
    
    
    
    1,139Purchases of property and equipment
    
    
    (71,876
    )
    
    
    (88,780
    )Purchases of businesses and investments, net of cash acquired
    
    
    (1,307
    )
    
    
    (52,375
    )Proceeds from sale of business, net of cash transferred
    
    
    2,200
    
    
    
    1,756Net cash used in investing activities
    
    
    (59,773
    )
    
    
    (37,403
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common shares
    
    
    131,597
    
    
    
    149,038Purchases of common shares
    
    
    (997,653
    )
    
    
    (871,406
    )Proceeds from long-term debt
    
    
    27
    
    
    
    112Repayments of long-term debt
    
    
    (575
    )
    
    
    (21,142
    )Proceeds from short-term borrowings
    
    
    49,152
    
    
    
    33,583Repayments of short-term borrowings
    
    
    (53,921
    )
    
    
    (30,748
    )Cash dividends paid
    
    
    (70,745
    )
    
    
    (81,453
    )Excess tax benefits from share-based payment arrangements
    
    
    17,350
    
    
    
    34,405Other, net
    
    
    (3,152
    )
    
    
    (3,735
    )Net cash used in financing activities
    
    
    (927,920
    )
    
    
    (791,346
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (300,238
    )
    
    
    18,197NET DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (819,799
    )
    
    
    (842,023
    )CASH AND CASH EQUIVALENTS,beginning of period
    
    
    3,602,760
    
    
    
    3,314,396CASH AND CASH EQUIVALENTS,end of period
    
    $
    2,782,961
    
    
    $
    2,472,373
  6




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##### 



1. BASIS OF PRESENTATION
   Allowances for Client Receivables and Unbilled Services
  Recently Adopted Accounting Pronouncements
 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),
 2. INCOME TAXES
 Effective Tax Rate
  7




---



##### 



3. REORGANIZATION COSTS (BENEFITS)
  Three Months EndedNovember 30,2008
    
    
    2007Reorganization liability, beginning of period
    
    $
    308,694
    
    
    $
    401,228Final determinations (1)
    
    
    
    
    
    
    (30,242
    )Changes in estimates
    
    
    
    
    
    
    30,242Benefit recorded
    
    
    
    
    
    
    Interest expense accrued
    
    
    3,105
    
    
    
    8,323Payments
    
    
    
    
    
    
    (143,184
    )Foreign currency translation adjustments
    
    
    (36,645
    )
    
    
    27,853Reorganization liability, end of period
    
    $
    275,154
    
    
    $
    294,220
 
 (1)
    
    Includes final agreements with tax authorities and expirations of statutes of limitations.  4. ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
  November 30,
    
    
    August 31,2008
    
    
    2008Net unrealized (losses) gains on cash flow hedges, net of tax of $(18,813) and $4,959,
respectively
    
    $
    (24,343
    )
    
    $
    11,381Net unrealized losses on marketable securities
    
    
    (1,346
    )
    
    
    (689
    )Foreign currency translation adjustments, net of tax of $3,302 and $1,883, respectively
    
    
    (256,922
    )
    
    
    34,860Pension and postretirement plans, net of tax of $(27,244) and $(25,324), respectively
    
    
    (39,995
    )
    
    
    (39,424
    )Accumulated other comprehensive (loss) income
    
    $
    (322,606
    )
    
    $
    6,128
 8




---



##### 



November 30,2008Net unrealized gains on cash flow hedges, net of tax, beginning of period
    
    $
    11,381Changes in fair value, net of tax of $(27,297)
    
    
    (40,816
    )Reclassification adjustments into earnings, net of tax of $3,525
    
    
    5,092Net unrealized losses on cash flow hedges, net of tax, end of period
    
    $
    (24,343
    )
  November 30,2008
    
    2007Three months ended
    
    $
    257,635
    
    
    $
    523,660
 5. BUSINESS COMBINATIONS AND GOODWILL
  ForeignCurrencyAugust 31,
    
    
    Additions/
    
    
    Translation
    
    
    November 30,2008
    
    
    Adjustments
    
    
    Adjustments
    
    
    2008Communications & High Tech
    
    $
    163,386
    
    
    $
    (228
    )
    
    $
    (14,657
    )
    
    $
    148,501Financial Services
    
    
    143,380
    
    
    
    118
    
    
    
    (7,593
    )
    
    
    135,905Products
    
    
    329,332
    
    
    
    (163
    )
    
    
    (17,088
    )
    
    
    312,081Public Service
    
    
    134,895
    
    
    
    67
    
    
    
    (4,276
    )
    
    
    130,686Resources
    
    
    68,964
    
    
    
    644
    
    
    
    (9,934
    )
    
    
    59,674Total
    
    $
    839,957
    
    
    $
    438
    
    
    $
    (53,548
    )
    
    $
    786,847
 6. RETIREMENT PLANS
  Pension BenefitsThree Months Ended November 30,2008
    
    
    2007Components of pension benefits expense
    
    U.S. Plans
    
    
    Non-U.S. Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    4,570
    
    
    $
    11,257
    
    
    $
    8,325
    
    
    $
    12,208Interest cost
    
    
    15,594
    
    
    
    8,587
    
    
    
    14,988
    
    
    
    8,221Expected return on plan assets
    
    
    (15,760
    )
    
    
    (8,070
    )
    
    
    (17,638
    )
    
    
    (8,928
    )Amortization of loss (gain)
    
    
    394
    
    
    
    (305
    )
    
    
    480
    
    
    
    (352
    )Amortization of prior service cost (benefits)
    
    
    53
    
    
    
    (142
    )
    
    
    70
    
    
    
    111Curtailment gain
    
    
    
    
    
    
    
    
    
    
    (13,898
    )
    
    
    Total
    
    $
    4,851
    
    
    $
    11,327
    
    
    $
    (7,673
    )
    
    $
    11,260
 9




---



##### 



Postretirement BenefitsThree Months Ended November 30,2008
    
    
    2007Components of postretirement benefits expense
    
    U.S. Plans
    
    
    Non-U.S. Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    1,892
    
    
    $
    238
    
    
    $
    1,744
    
    
    $
    360Interest cost
    
    
    1,869
    
    
    
    433
    
    
    
    1,653
    
    
    
    458Expected return on plan assets
    
    
    (371
    )
    
    
    
    
    
    
    (409
    )
    
    
    Amortization of transitional obligation
    
    
    20
    
    
    
    
    
    
    
    20
    
    
    
    Amortization of (gain) loss
    
    
    
    
    
    
    (11
    )
    
    
    
    
    
    
    19Amortization of prior service benefits
    
    
    (200
    )
    
    
    (191
    )
    
    
    (201
    )
    
    
    (209
    )Total
    
    $
    3,210
    
    
    $
    469
    
    
    $
    2,807
    
    
    $
    628
 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
    
    
    
    
    
    $
    
    
    
    
    6,182,322
    
    
    $
    197,625
    
    
    
    6,182,322
    
    
    $
    197,625Accenture Canada Holdings Inc.
exchangeable shares
    
    
    
    
    
    
    
    
    
    
    87,654
    
    
    
    2,818
    
    
    
    87,654
    
    
    
    2,818Other purchases (1)
    
    
    1,536,861
    
    
    
    58,164
    
    
    
    
    
    
    
    
    
    
    
    1,536,861
    
    
    
    58,164Inter-company redemptions of SCAClass II common shares and SCAClass III common shares (2)
    
    
    
    
    
    
    
    
    
    
    32,398,455
    
    
    
    746,547
    
    
    
    32,398,455
    
    
    
    746,547Total
    
    
    1,536,861
    
    
    $
    58,164
    
    
    
    38,668,431
    
    
    $
    946,990
    
    
    
    40,205,292
    
    
    $
    1,005,154
 
 (1)
    
    During the three months ended November 30, 2008, as authorized under Accentures various
employee equity share plans, Accenture and the Company acquired 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 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. In the three
months ended November 30, 2008, 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.  10




---



##### 



Dividend
  Class III Common Shares
  November 30, 2008
    
    
    August 31, 2008Title of Issuance
    
    Authorized
    
    
    Issued Shares
    
    
    Amount
    
    
    Issued Shares
    
    
    AmountClass III
    
    
    9,782,549,738
    
    
    
    647,894,085
    
    
    $
    740,564
    
    
    
    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
    
    
    
    865,344,347
    
    
    $
    985,878
    
    
    
    848,989,204
    
    
    $
    962,995
 8. DERIVATIVE FINANCIAL INSTRUMENTS
   11




---



##### 



November 30,
    
    August 31,2008
    
    2008Notional
    
    Fair
    
    Notional
    
    FairValue
    
    Value
    
    Value
    
    ValueForeign currency forward contracts:To sell
    
    $
    140,014
    
    
    $
    (1,584
    )
    
    $
    211,230
    
    
    $
    (163
    )To buy
    
    
    1,825,259
    
    
    
    (26,823
    )
    
    
    1,632,742
    
    
    
    15,604
 Cash Flow Hedges
 Accounting for Derivative Instruments and Hedging Activities
 Cash Flow Hedges: Measuring the
Ineffectiveness of a Cash Flow Hedge under Paragraph 30(b) When the Shortcut Method Is Not Applied
  Other Derivatives
  9. FAIR VALUE MEASUREMENTS
   12




---



##### 




    
    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
    
    $
    
    
    
    $
    13,117
    
    
    $
    
    
    
    $
    13,117Investments
    
    
    
    
    
    
    12,428
    
    
    
    
    
    
    
    12,428Derivative financial instruments
    
    
    
    
    
    
    31,761
    
    
    
    
    
    
    
    31,761Total
    
    $
    
    
    
    $
    57,306
    
    
    $
    
    
    
    $
    57,306LiabilitiesDerivative financial instruments
    
    $
    
    
    
    $
    60,168
    
    
    $
    
    
    
    $
    60,168
 10. COMMITMENTS AND CONTINGENCIES
 Commitments and Guarantees
  Noncontrolling Interests in Consolidated Financial
Statementsan amendment of ARB No. 51
  13




---



##### 



Legal Contingencies
  11. SEGMENT REPORTING
  Three Months Ended November 30,2008
    
    
    2007Net
    
    
    Operating
    
    
    Net
    
    
    OperatingRevenues
    
    
    Income
    
    
    Revenues
    
    
    IncomeCommunications & High Tech
    
    $
    1,363,818
    
    
    $
    179,156
    
    
    $
    1,311,732
    
    
    $
    128,032Financial Services
    
    
    1,238,078
    
    
    
    157,239
    
    
    
    1,243,970
    
    
    
    179,524Products
    
    
    1,567,392
    
    
    
    225,064
    
    
    
    1,472,856
    
    
    
    219,125Public Service
    
    
    760,904
    
    
    
    91,051
    
    
    
    708,962
    
    
    
    68,378Resources
    
    
    1,079,228
    
    
    
    162,262
    
    
    
    930,962
    
    
    
    131,340Other
    
    
    10,077
    
    
    
    
    
    
    
    5,431
    
    
    
    Total
    
    $
    6,019,497
    
    
    $
    814,772
    
    
    $
    5,673,913
    
    
    $
    726,399
 14




---



##### 



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 The following discussion and analysis should be read in conjunction with our Consolidated
Financial Statements and related Notes included elsewhere in this Quarterly Report on Form 10-Q and
in our Annual Report on Form 10-K for the year ended August 31, 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.
    
    If our pricing structures do not accurately anticipate the cost and complexity of performing
our work, then our contracts could be unprofitable.
 15




---



##### 




    
    Many of our contracts utilize performance pricing that links some of our fees to the
attainment of various performance or business targets. This could increase the variability of
our revenues and margins.
    
    Our alliance relationships may not be successful.
    
    Our global operations are subject to complex risks, some of which might be beyond our
control.
    
    Our profitability could suffer if we are not able to control our costs.
    
    If we are unable to attract, retain and motivate employees or efficiently utilize their
skills, we might not be able to compete effectively and will not be able to grow our business.
    
    If we are unable to collect our receivables or 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
Accenutre SCA Class I common shares, could be adversely affected from time to time by sales,
or the anticipation of future sales, of Class A common shares held by our employees and former
employees or received upon the redemption of Accenture SCA Class I common shares.
    
    The share price of Accenture Ltd Class A common shares has fluctuated in the past and could
continue to fluctuate, including in response to variability in revenues, operating results and
profitability, and as a result Accentures share price could be difficult to predict.
    
    The share price of Accenture Ltd Class A common shares could be adversely affected if we are
unable to maintain effective internal controls.
    
    Accenture SCA is registered in Luxembourg and a significant portion of our assets are located
outside the United States. As a result, it might not be possible for shareholders to enforce
civil liability provisions of the federal or state securities laws of the United States.
    
    Luxembourg law differs from the laws in effect in the United States and might afford less
protection to shareholders.
    
    We might be unable to access additional capital on favorable terms or at all. If we raise
equity capital, it may dilute our shareholders ownership interest in us.
 16




---



##### 



Overview
        17




---



##### 



Bookings and Backlog
   18




---



##### 



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




---



##### 



Results of Operations for the Three Months Ended November 30, 2008 Compared to the Three Months
Ended November 30, 2007
  Percent
    
    
    Percent of Total Net Revenues forThree Months Ended
    
    
    Percent
    
    
    Increase
    
    
    the Three Months EndedNovember 30,
    
    
    Increase
    
    
    Local
    
    
    November 30,2008
    
    
    2007
    
    
    US$
    
    
    Currency
    
    
    2008
    
    
    2007(in millions)OPERATING GROUPSCommunications & High Tech
    
    $
    1,364
    
    
    $
    1,312
    
    
    
    4
    %
    
    
    6
    %
    
    
    23
    %
    
    
    23
    %Financial Services
    
    
    1,238
    
    
    
    1,244
    
    
    
    
    
    
    
    2
    
    
    
    20
    
    
    
    22Products
    
    
    1,567
    
    
    
    1,473
    
    
    
    6
    
    
    
    9
    
    
    
    26
    
    
    
    26Public Service
    
    
    761
    
    
    
    709
    
    
    
    7
    
    
    
    11
    
    
    
    13
    
    
    
    13Resources
    
    
    1,079
    
    
    
    931
    
    
    
    16
    
    
    
    20
    
    
    
    18
    
    
    
    16Other
    
    
    10
    
    
    
    5
    
    
    
    n/m
    
    
    
    n/m
    
    
    
    
    
    
    
    TOTAL NET REVENUES
    
    
    6,019
    
    
    
    5,674
    
    
    
    6
    %
    
    
    9
    %
    
    
    100
    %
    
    
    100
    %Reimbursements
    
    
    451
    
    
    
    428
    
    
    
    5TOTAL REVENUES (1)
    
    $
    6,471
    
    
    $
    6,102
    
    
    
    6
    %GEOGRAPHIC REGIONSAmericas
    
    $
    2,576
    
    
    $
    2,325
    
    
    
    11
    %
    
    
    12
    %
    
    
    43
    %
    
    
    41
    %EMEA (2)
    
    
    2,873
    
    
    
    2,883
    
    
    
    
    
    
    
    4
    
    
    
    48
    
    
    
    51Asia Pacific
    
    
    570
    
    
    
    465
    
    
    
    22
    
    
    
    25
    
    
    
    9
    
    
    
    8TOTAL NET REVENUES (1)
    
    $
    6,019
    
    
    $
    5,674
    
    
    
    6
    %
    
    
    9
    %
    
    
    100
    %
    
    
    100
    %TYPE OF WORKConsulting
    
    $
    3,657
    
    
    $
    3,459
    
    
    
    6
    %
    
    
    9
    %
    
    
    61
    %
    
    
    61
    %Outsourcing
    
    
    2,362
    
    
    
    2,215
    
    
    
    7
    
    
    
    9
    
    
    
    39
    
    
    
    39TOTAL NET REVENUES
    
    $
    6,019
    
    
    $
    5,674
    
    
    
    6
    %
    
    
    9
    %
    
    
    100
    %
    
    
    100
    %
 
 n/m = not meaningful(1)
    
    May not total due to rounding.(2)
    
    EMEA includes Europe, the Middle East and Africa. Net Revenues
  
    
    Communications & High Tech net revenues increased 6% in local currency. Consulting
growth in our Electronics & High Tech industry group in the Americas region and in our Media
& Entertainment industry group in the Asia Pacific region was partially offset by a decline
in our Communications industry group in the EMEA and Americas regions. Outsourcing growth
was led by our Electronics & High Tech industry group in the EMEA and Asia Pacific regions.
    
    Financial Services net revenues increased 2% in local currency. We experienced solid
outsourcing growth in our Insurance industry group in the Americas and Asia Pacific regions
and in our Banking industry group across all geographic regions. Beginning in the fourth
quarter of fiscal 2008 and continuing during the three months ended November 30, 2008, we
experienced a modest year-over-year decline in our Financial Services consulting business.
Consulting growth in our Banking industry group in the Americas and Asia Pacific regions and
in our Capital Markets industry group in the EMEA region was
more than offset by a consulting decline in our Banking industry group in the EMEA region and
in our Insurance industry group in the Americas region.
 20




---



##### 




    
    Products net revenues increased 9% in local currency. Consulting growth was led by our
Health & Life Sciences and Consumer Goods & Services industry groups across all geographic
regions. Outsourcing growth was led by our Health & Life Sciences and Travel &
Transportation Services industry groups in the Americas and EMEA regions.
    
    Public Service net revenues increased 11% in local currency, primarily driven by
consulting growth across all geographic regions, led by strong growth in the Americas
region.
    
    Resources net revenues increased 20% in local currency, primarily driven by strong
consulting growth across all geographic regions, led by our Natural Resources, Utilities and
Energy industry groups, and by solid outsourcing growth in the Americas region in our
Utilities, Chemicals and Natural Resources industry groups.
    Operating Expenses
  Cost of Services
  Sales and Marketing
  General and Administrative Costs
  21




---



##### 



Operating Income and Operating Margin
  Three Months Ended November 30,2008
    
    
    2007Operating
    
    
    Operating
    
    
    Operating
    
    
    Operating
    
    
    IncreaseIncome (1)
    
    
    Margin
    
    
    Income
    
    
    Margin
    
    
    (Decrease) (1)(in millions)Communications &
High Tech
    
    $
    179
    
    
    
    13
    %
    
    $
    128
    
    
    
    10
    %
    
    $
    51Financial Services
    
    
    157
    
    
    
    13
    %
    
    
    180
    
    
    
    14
    %
    
    
    (23
    )Products
    
    
    225
    
    
    
    14
    %
    
    
    219
    
    
    
    15
    %
    
    
    6Public Service
    
    
    91
    
    
    
    12
    %
    
    
    68
    
    
    
    10
    %
    
    
    23Resources
    
    
    162
    
    
    
    15
    %
    
    
    131
    
    
    
    14
    %
    
    
    31Total
    
    $
    815
    
    
    
    13.5
    %
    
    $
    726
    
    
    
    12.8
    %
    
    $
    88
 
 (1)
    
    May not total due to rounding.  
    
    Communications & High Tech operating income increased due to improved outsourcing contract
margins. In addition, the three months ended November 30, 2007 reflected the impact of
delivery inefficiencies on a consulting contract.
    
    Financial Services operating income decreased. Outsourcing revenue growth and improved
outsourcing and consulting contract margins were more than offset by consulting revenue
declines and higher selling costs associated with business-development opportunities.
    
    Products operating income increased due to revenue growth and increased outsourcing contract
profitability, partially offset by lower consulting profitability.
    
    Public Service operating income increased due to consulting revenue growth and improved
outsourcing contract margins.
    
    Resources operating income increased primarily due to strong consulting revenue growth and
solid outsourcing revenue growth.
 Interest Income
  22




---



##### 



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.
   Three Months EndedNovember 30,2008
    
    
    2007 (1)
    
    
    Change (1)(in millions)Net cash provided by (used in):Operating activities
    
    $
    468
    
    
    $
    (31
    )
    
    $
    500Investing activities
    
    
    (60
    )
    
    
    (37
    )
    
    
    (22
    )Financing activities
    
    
    (928
    )
    
    
    (791
    )
    
    
    (137
    )Effect of exchange rate changes on cash and cash
equivalents
    
    
    (300
    )
    
    
    18
    
    
    
    (318
    )Net decrease in cash and cash equivalents
    
    $
    (820
    )
    
    $
    (842
    )
    
    $
    22
 
 (1)
    
    May not total due to rounding. 23




---



##### 



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
    
    
    138
    
    
    
    Total
    
    $
    1,688
    
    
    $
    
  24




---



##### 



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 (1)
    
    
    Shares
    
    
    Amount (1)(in millions, except share amounts)Accenture SCA Class I common
shares
    
    
    
    
    
    $
    
    
    
    
    6,182,322
    
    
    $
    198
    
    
    
    6,182,322
    
    
    $
    198Accenture Canada Holdings Inc.
exchangeable shares
    
    
    
    
    
    
    
    
    
    
    87,654
    
    
    
    3
    
    
    
    87,654
    
    
    $
    3Other purchases (2)
    
    
    1,536,861
    
    
    
    58
    
    
    
    
    
    
    
    
    
    
    
    1,536,861
    
    
    $
    58Inter-company redemptions of
SCA Class II common shares and
SCA
Class III common shares (3)
    
    
    
    
    
    
    
    
    
    
    32,398,455
    
    
    
    747
    
    
    
    32,398,455
    
    
    $
    747Total
    
    
    1,536,861
    
    
    $
    58
    
    
    
    38,668,431
    
    
    $
    947
    
    
    
    40,205,292
    
    
    $
    1,005
 
 (1)
    
    May not total due to rounding.(2)
    
    During the three months ended November 30, 2008, as authorized under Accentures various
employee equity share plans, Accenture and we acquired 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 those plans.(3)
    
    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. In the three
months ended November 30, 2008, 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.   Waiver of Certain Transfer Restrictions
  25




---



##### 



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)2nd Quarter Fiscal 2009
    
    
    5.13rd Quarter Fiscal 2009
    
    
    4.74th Quarter Fiscal 2009
    
    
    4.2
  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)2nd Quarter Fiscal 2009
    
    
    14.83rd Quarter Fiscal 2009
    
    
    14.74th Quarter Fiscal 2009
    
    
    14.7
 Off-Balance Sheet Arrangements
   Recently Adopted Accounting Pronouncements
 Fair Value Measurements Effective Date of FASB Statement No. 157
 26




---



##### 



Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of
FASB Statements No. 87, 106, and 132(R),
 New Accounting Pronouncements
 Disclosures about Derivative Instruments and Hedging
Activities, an amendment of FASB Statement No. 133 Accounting for Derivative Instruments and Hedging Activities
 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
   Changes in Internal Control Over Financial Reporting
  27




---



##### 



PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
      28




---



##### 



ITEM 1A. RISK FACTORS
    29




---



##### 



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
    
    or Programs
    
    Plans or Programs (2)Accenture SCASeptember 1,
2008  September 30,
2008Class I common shares
    
    
    634,667
    
    
    $
    36.88
    
    
    
    
    
    
    
    October 1,
2008  October 31, 2008Class I common shares
    
    
    3,556,624
    
    
    $
    32.29
    
    
    
    
    
    
    
    November 1,
2008  November 30, 2008Class I common shares
    
    
    1,991,031
    
    
    $
    29.82
    
    
    
    
    
    
    
    TotalClass I common shares
    
    
    6,182,322
    
    
    $
    31.97
    
    
    
    
    
    
    
    Accenture Canada
Holdings Inc.September 1,
2008  September 30,
2008Exchangeable shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    October 1,
2008  October 31, 2008Exchangeable shares
    
    
    71,454
    
    
    $
    32.07
    
    
    
    
    
    
    
    November 1,
2008  November 30, 2008Exchangeable shares
    
    
    16,200
    
    
    $
    32.53
    
    
    
    
    
    
    
    TotalExchangeable shares
    
    
    87,654
    
    
    $
    32.15
    
    
    
    
    
    
    
    
 
 (1)
    
    During the first quarter of fiscal 2009, we acquired a total of 6,182,322 Accenture SCA Class
I common shares and 87,654 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)
    
    As of November 30, 2008, Accentures and our aggregate available authorization for share
repurchases and redemptions was $1,871 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 repurchases and redemptions of Accenture Ltd Class A common shares, Accenture SCA
Class I common shares or Accenture Canada Holdings Inc. exchangeable shares. Purchases and redemptions of Accenture SCA Class II and Class III common shares
   30




---



##### 



Other Transactions Related to Accenture SCA Class II and Class III common shares
   Purchases and redemptions of Accenture Ltd Class A common shares and Class X common shares
  Approximate DollarTotal Number of Shares
    
    Value of Shares that MayTotal
    
    
    
    
    
    Purchased as Part of
    
    Yet Be Purchased UnderNumber of Shares
    
    Average Price Paid
    
    Publicly Announced Plans
    
    Publicly Announced PlansPeriod
    
    Purchased
    
    per Share
    
    or Programs (1)
    
    or Programs (2)(in millions)September 1,
2008  September 30,
2008Class A common shares
    
    
    977,137
    
    
    $
    40.51
    
    
    
    
    
    
    $
    2,503Class X common shares
    
    
    309,624
    
    
    $
    0.0000225
    
    
    
    
    
    
    
    October 1,
2008  October 31, 2008Class A common shares
    
    
    10,324,184
    
    
    $
    31.27
    
    
    
    9,914,600
    
    
    $
    2,053Class X common shares
    
    
    2,688,550
    
    
    $
    0.0000225
    
    
    
    
    
    
    
    November 1,
2008  November 30, 2008Class A common shares
    
    
    4,247,740
    
    
    $
    29.92
    
    
    
    4,097,600
    
    
    $
    1,871Class X common shares
    
    
    1,368,275
    
    
    $
    0.0000225
    
    
    
    
    
    
    
    TotalClass A common
shares (1)(3)
    
    
    15,549,061
    
    
    $
    31.48
    
    
    
    14,012,200Class X common
shares (4)
    
    
    4,366,449
    
    
    $
    0.0000225
    
    
    
    
 
 (1)
    
    Since August 2001, the Board of Directors of Accenture has authorized and periodically
confirmed a publicly announced open-market share purchase program for acquiring Accenture Ltd
Class A common shares. During the first quarter of fiscal 2009, Accenture repurchased
14,012,200 Accenture Ltd Class A common shares under this program for an aggregate purchase
price of $431 million. The open-market purchase program does not have an expiration date.(2)
    
    As of November 30, 2008, Accentures and our aggregate available authorization for share
repurchases and redemptions was $1,871 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 repurchases and redemptions of Accenture Ltd Class A common
shares, Accenture SCA Class I common shares or Accenture Canada Holdings Inc. exchangeable
shares. 31




---



##### 



(3)
    
    During the first quarter of fiscal 2009, Accenture and we acquired 1,536,861 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.(4)
    
    During the first quarter of fiscal 2009, Accenture redeemed 4,366,449 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
 réviseur dentreprises commissaire aux comptes
 32




---



##### 



Against /
    
    
    
    
    
    BrokerFor(1)
    
    Withheld
    
    Abstained
    
    Non-VotesPresentation of the
report on the
annual accounts
issued by the
general partner of
Accenture SCA, the
report of the
commissaire aux
comptesof
Accenture SCA and
the report of the
external auditor
(réviseur
dentreprises) of
Accenture SCA for
the year ended
August 31, 2008
    
    
    1,054,267,891
    
    
    
    0
    
    
    
    0
    
    
    
    *Approval of the
balance sheet,
profit and loss
accounts and notes
to the accounts of
Accenture SCA as of
and for the year
ended August 31,
2008
    
    
    1,054,267,891
    
    
    
    0
    
    
    
    0
    
    
    
    *Allocation of the
results of
Accenture SCA as of
and for the year
ended August 31,
2008 and the
declaration of a
cash dividend in a
per share amount of
$0.50 to each
holder of a Class I
common share of
Accenture SCA of
record as of
October 7, 2008 and
the authorization
to the general
partner of
Accenture SCA to
determine any
applicable terms in
respect of the
payment of the
dividend
    
    
    1,054,267,891
    
    
    
    0
    
    
    
    0
    
    
    
    *Discharge of the
respective duties
of the general
partner of
Accenture SCA and
the commissaire aux
comptesin
connection with the
year ended August
31, 2008
    
    
    1,054,267,891
    
    
    
    0
    
    
    
    0
    
    
    
    *Re-appointment of
KPMG S.à r.l. as
the external
auditor of
Accenture SCA on a
stand-alone basis
for the year ended
August 31, 2009,
subject to approval
by the Audit
Committee of the
general partner of
Accenture SCA of
the engagement of
KPMG S.à r.l. as
the external
auditor of
Accenture SCA
    
    
    1,054,267,891
    
    
    
    0
    
    
    
    0
    
    
    
    *Re-appointment of
KPMG LLP as the
independent auditor
of Accenture SCA on
a consolidated
basis with its
subsidiaries for
the year ending
August 31, 2009,
subject to approval
by the Audit
Committee of the
general partner of
Accenture SCA of
the engagement of
KPMG LLP as the
independent auditor
of Accenture SCA
    
    
    1,054,267,891
    
    
    
    0
    
    
    
    0
    
    
    
    *Acknowledgement of
the recording by
way of notarial
deed of the
reclassification of
Class I common
shares into Class
III common shares
of Accenture SCA in
the period from
October 10, 2007 up
to and including
October 7, 2008
    
    
    1,054,267,891
    
    
    
    0
    
    
    
    0
    
    
    
    *
 
 *
    
    Not applicable.(1)
    
    Consists of 470,958,308 Accenture SCA Class II common shares and 583,309,583 Class III common
shares present and entitled to vote at the meeting. 
 ITEM 5. OTHER INFORMATION
   33




---



##### 



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)31.1
    
    Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the
Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
200231.2
    
    Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the
Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
200232.1
    
    Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 34




---



##### 



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 35