##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED November 30, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROM
                                      TO
 Commission File Number: 000-49713
 
 ACCENTURE SCA
 (Exact name of registrant as specified in its charter)
 Luxembourg(State or other jurisdiction of 
incorporation or organization)
    
    98-0351796(I.R.S. Employer
Identification No.)
 46A, Avenue J.F. Kennedy
L-1855 Luxembourg  (Address of principal executive offices)  (352) 26 42 35 00  (Registrants telephone number, including area code)
 þ o
  o o þ
 o þ
 
   1




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##### 



ACCENTURE SCA
 INDEX
 PagePart I.
    
    Financial Information
    
    
    3Item 1.
    
    Financial Statements
    
    
    3Consolidated Balance Sheets as of November 30, 2007 (Unaudited) and August 31, 2007
    
    
    3Consolidated Income Statements (Unaudited) for the three months ended November 30, 2007 and 2006
    
    
    4Consolidated Shareholders Equity and Comprehensive Income Statements (Unaudited) for the three
months ended November 30, 2007
    
    
    5Consolidated Cash Flows Statements (Unaudited) for the three months ended November 30, 2007 and 2006
    
    
    6Notes to Consolidated Financial Statements (Unaudited)
    
    
    7Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    14Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    24Item 4.
    
    Controls and Procedures
    
    
    25Part II.
    
    Other Information
    
    
    25Item 1.
    
    Legal Proceedings
    
    
    25Item 1A.
    
    Risk Factors
    
    
    26Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    27Item 3.
    
    Defaults upon Senior Securities
    
    
    28Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    28Item 5.
    
    Other Information
    
    
    29Item 6.
    
    Exhibits
    
    
    30Signatures
    
    
    
    
    31
 2




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##### 



PART I  FINANCIAL INFORMATION
 ITEM 1. FINANCIAL STATEMENTS
 ACCENTURE SCA
 CONSOLIDATED BALANCE SHEETS
 November 30, 2007 and August 31, 2007
(In thousands of U.S. dollars, except share and per share amounts)
 November 30,
    
    
    August 31,2007
    
    
    2007(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    2,472,373
    
    
    $
    3,314,396Short-term investments
    
    
    149,424
    
    
    
    231,278Receivables from clients, net
    
    
    2,739,840
    
    
    
    2,409,299Unbilled services, net
    
    
    1,458,688
    
    
    
    1,290,035Deferred income taxes, net
    
    
    340,662
    
    
    
    318,172Other current assets
    
    
    418,092
    
    
    
    407,998Total current assets
    
    
    7,579,079
    
    
    
    7,971,178NON-CURRENT ASSETS:Unbilled services, net
    
    
    59,695
    
    
    
    63,995Investments
    
    
    69,100
    
    
    
    81,935Property and equipment, net of accumulated depreciation of $1,626,919 and $1,556,146 respectively
    
    
    834,686
    
    
    
    808,069Goodwill
    
    
    690,331
    
    
    
    643,728Deferred income taxes, net
    
    
    631,527
    
    
    
    389,858Other non-current assets
    
    
    883,082
    
    
    
    788,399Total non-current assets
    
    
    3,168,421
    
    
    
    2,775,984TOTAL ASSETS
    
    $
    10,747,500
    
    
    $
    10,747,162LIABILITIES AND SHAREHOLDERS EQUITYCURRENT LIABILITIES:Current portion of long-term debt and bank borrowings
    
    $
    6,404
    
    
    $
    23,795Accounts payable
    
    
    946,989
    
    
    
    985,071Deferred revenues
    
    
    1,614,886
    
    
    
    1,785,286Accrued payroll and related benefits
    
    
    2,376,691
    
    
    
    2,274,098Income taxes payable
    
    
    195,869
    
    
    
    942,310Deferred income taxes, net
    
    
    45,820
    
    
    
    39,078Other accrued liabilities
    
    
    824,518
    
    
    
    912,978Total current liabilities
    
    
    6,011,177
    
    
    
    6,962,616NON-CURRENT LIABILITIES:Long-term debt
    
    
    2,066
    
    
    
    2,565Retirement obligation
    
    
    516,699
    
    
    
    494,416Deferred income taxes, net
    
    
    26,861
    
    
    
    31,758Income taxes payable
    
    
    1,064,116
    
    
    
    32,330Other non-current liabilities
    
    
    477,740
    
    
    
    419,959Total non-current liabilities
    
    
    2,087,482
    
    
    
    981,028COMMITMENTS AND CONTINGENCIESMINORITY INTEREST
    
    
    90,207
    
    
    
    86,276SHAREHOLDERS EQUITY:Class I common shares, par value 1.25 euros per share, 10,000,000,000 shares authorized,
184,986,683 and 192,678,164 shares issued and outstanding as of November 30, 2007
and August 31, 2007, respectively
    
    
    207,302
    
    
    
    215,985Class II common shares, par value 1.25 euros per share, 20,000,000,000 shares authorized,
486,667,264 and 481,106,329 shares issued as of November 30, 2007
and August 31, 2007, respectively
    
    
    554,989
    
    
    
    544,787Class III, including Class III-A through -N lettered sub-series common shares, par value 1.25 euros per share,
10,000,000,000 shares authorized, 804,384,491 and 790,059,610 shares issued as of November 30, 2007
and August 31, 2007, respectively
    
    
    912,983
    
    
    
    892,131Restricted share units (related to Accenture Ltd Class A common shares)
    
    
    621,332
    
    
    
    649,475Additional paid-in capital
    
    
    3,962,963
    
    
    
    3,690,952Treasury shares, at cost: Class II common, 15,708,956 and 10,148,021 shares at November 30, 2007
and August 31, 2007, respectively; Class III common, 244,253,369 and 232,944,408 shares at
November 30, 2007 and August 31, 2007, respectively
    
    
    (6,997,361
    )
    
    
    (6,422,233
    )Investment in Accenture Ltd shares, at cost, 9,099,254 and 8,243,517 shares at November 30, 2007
and August 31, 2007, respectively
    
    
    (291,724
    )
    
    
    (256,712
    )Retained earnings
    
    
    3,479,518
    
    
    
    3,318,696Accumulated other comprehensive income
    
    
    108,632
    
    
    
    84,161Total shareholders equity
    
    
    2,558,634
    
    
    
    2,717,242TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    10,747,500
    
    
    $
    10,747,162
  3




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##### 



ACCENTURE SCA
 CONSOLIDATED INCOME STATEMENTS
 For the Three Months Ended November 30, 2007 and 2006 (In
thousands of U.S. dollars, except per share amounts)
(Unaudited)
 2007
    
    
    2006REVENUES:Revenues before reimbursements
    
    $
    5,673,913
    
    
    $
    4,754,088Reimbursements
    
    
    428,044
    
    
    
    412,271Revenues
    
    
    6,101,957
    
    
    
    5,166,359OPERATING EXPENSES:Cost of services:Cost of services before
reimbursable expenses
    
    
    3,968,836
    
    
    
    3,321,844Reimbursable expenses
    
    
    428,044
    
    
    
    412,271Cost of services
    
    
    4,396,880
    
    
    
    3,734,115Sales and marketing
    
    
    520,398
    
    
    
    436,930General and administrative costs
    
    
    449,957
    
    
    
    379,643Reorganization costs, net
    
    
    8,323
    
    
    
    6,079Total operating expenses
    
    
    5,375,558
    
    
    
    4,556,767OPERATING INCOME
    
    
    726,399
    
    
    
    609,592Gain on investments, net
    
    
    5,471
    
    
    
    2,854Interest income
    
    
    37,780
    
    
    
    36,307Interest expense
    
    
    (5,398
    )
    
    
    (5,122
    )Other income (expense)
    
    
    9,237
    
    
    
    (2,466
    )INCOME BEFORE INCOME TAXES
    
    
    773,489
    
    
    
    641,165Provision for income taxes
    
    
    267,931
    
    
    
    235,308INCOME BEFORE MINORITY
INTEREST
    
    
    505,558
    
    
    
    405,857Minority interest in Accenture Canada Holdings Inc.
    
    
    (1,909
    )
    
    
    (1,826
    )Minority interest  other
    
    
    (4,460
    )
    
    
    (5,812
    )NET INCOME
    
    $
    499,189
    
    
    $
    398,219Cash dividends per share
    
    $
    0.42
    
    
    $
    0.35
  4




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##### 



ACCENTURE SCA
 CONSOLIDATED SHAREHOLDERS EQUITY AND COMPREHENSIVE INCOME STATEMENTS
For the Three Months Ended November 30, 2007
(In thousands of U.S. dollars and in thousands of share amounts)
(Unaudited)
 RestrictedShare UnitsClass I
    
    
    Class II
    
    
    Class III
    
    
    (related toCommon
    
    
    Common
    
    
    Common
    
    
    Accenture Ltd
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Investment inShares
    
    
    Shares
    
    
    Shares
    
    
    Class A
    
    
    Additional
    
    
    Treasury Shares
    
    
    Accenture Ltd
    
    
    
    
    
    
    Accumulated OtherNo.
    
    
    
    
    
    
    No.
    
    
    
    
    
    
    No.
    
    
    common
    
    
    Paid-in
    
    
    
    
    
    
    No.
    
    
    
    
    
    
    No.
    
    
    Retained
    
    
    Comprehensive$
    
    
    Shares
    
    
    $
    
    
    Shares
    
    
    $
    
    
    Shares
    
    
    shares)
    
    
    Capital
    
    
    $
    
    
    Shares
    
    
    $
    
    
    Shares
    
    
    Earnings
    
    
    Income
    
    
    TotalBalance as of August 31, 2007
    
    $
    215,985
    
    
    
    192,678
    
    
    $
    544,787
    
    
    
    481,106
    
    
    $
    892,131
    
    
    
    790,060
    
    
    $
    649,475
    
    
    $
    3,690,952
    
    
    $
    (6,422,233
    )
    
    
    (243,092
    )
    
    $
    (256,712
    )
    
    
    (8,244
    )
    
    $
    3,318,696
    
    
    $
    84,161
    
    
    $
    2,717,242Adoption of FASB Interpretation No. 48
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,756
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,957
    
    
    
    
    
    
    
    14,201Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    499,189
    
    
    
    
    
    
    
    499,189Other comprehensive income:Unrealized gains on marketable
securities, net of reclassification
adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,576
    
    
    
    10,576Foreign currency translation
adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,861
    
    
    
    13,861Amortization of losses related to pension and
other postretirement benefits, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34
    
    
    
    34Other comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,471Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    523,660Income tax benefit on share-based compensation
plans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,254
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,254Issuances and redemptions of Class II and
Class III common shares
    
    
    
    
    
    
    
    
    
    
    10,202
    
    
    
    5,561
    
    
    
    12,169
    
    
    
    6,633
    
    
    
    
    
    
    
    233,359
    
    
    
    (255,730
    )
    
    
    (12,194
    )
    
    
    
    
    
    
    
    
    
    
    (252,232
    )
    
    
    
    
    
    
    (252,232
    )Purchases of Accenture Ltd Class A
common shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (38,004
    )
    
    
    
    
    
    
    
    
    
    
    (35,012
    )
    
    
    (855
    )
    
    
    
    
    
    
    
    
    
    
    (73,016
    )Share-based compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    61,114
    
    
    
    10,569
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    71,683Purchases/redemptions of Accenture SCA
Class I common shares
    
    
    (8,683
    )
    
    
    (7,691
    )
    
    
    
    
    
    
    
    
    
    
    8,683
    
    
    
    7,691
    
    
    
    
    
    
    
    
    
    
    
    (302,497
    )
    
    
    (7,691
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (302,497
    )Purchases/redemptions of Accenture SCA
Class III common shares and Accenture
Canada Holdings Inc. exchangeable shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,331
    )
    
    
    (238,330
    )
    
    
    (6,687
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (243,661
    )Issuances of Accenture SCA Class III common
shares related to employee share programs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (109,896
    )
    
    
    37,505
    
    
    
    221,429
    
    
    
    9,702
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    149,038Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,639
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (102,092
    )
    
    
    
    
    
    
    (81,453
    )Minority interest
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,415
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,415Balance as of November 30, 2007
    
    $
    207,302
    
    
    
    184,987
    
    
    $
    554,989
    
    
    
    486,667
    
    
    $
    912,983
    
    
    
    804,384
    
    
    $
    621,332
    
    
    $
    3,962,963
    
    
    $
    (6,997,361
    )
    
    
    (259,962
    )
    
    $
    (291,724
    )
    
    
    (9,099
    )
    
    $
    3,479,518
    
    
    $
    108,632
    
    
    $
    2,558,634
  5




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##### 



ACCENTURE SCA
 CONSOLIDATED CASH FLOWS STATEMENTS
 For the Three Months Ended November 30, 2007 and 2006
(In thousands of U.S. dollars)
(Unaudited)
 2007
    
    
    2006CASH FLOWS FROM OPERATING ACTIVITIES:Net income
    
    $
    499,189
    
    
    $
    398,219Adjustments to reconcile Net income to Net cash (used in)
provided by operating activities Depreciation, amortization and asset impairments
    
    
    125,168
    
    
    
    144,981Reorganization costs, net
    
    
    8,323
    
    
    
    6,079Share-based compensation expense
    
    
    72,017
    
    
    
    62,234Deferred income taxes, net
    
    
    (32,697
    )
    
    
    (12,142
    )Minority interest
    
    
    6,369
    
    
    
    7,638Other, net
    
    
    (14,108
    )
    
    
    1,404Change in assets and liabilities, net of acquisitions Receivables from clients, net
    
    
    (331,840
    )
    
    
    (302,720
    )Other current assets
    
    
    11,175
    
    
    
    16,155Unbilled services, current and non-current
    
    
    (83,771
    )
    
    
    (115,115
    )Other non-current assets
    
    
    (79,665
    )
    
    
    (70,449
    )Accounts payable
    
    
    87,576
    
    
    
    (45,563
    )Deferred revenues
    
    
    (261,543
    )
    
    
    (81,882
    )Accrued payroll and related benefits
    
    
    (1,752
    )
    
    
    51,953Other accrued liabilities
    
    
    (137,876
    )
    
    
    (87,833
    )Income taxes payable, current and non-current
    
    
    41,979
    
    
    
    165,637Other non-current liabilities
    
    
    59,985
    
    
    
    27,232Net cash (used in) provided by operating activities
    
    
    (31,471
    )
    
    
    165,828CASH FLOWS FROM INVESTING ACTIVITIES:Proceeds from maturities and sales of available-for-sale
investments
    
    
    119,989
    
    
    
    333,833Purchases of available-for-sale investments
    
    
    (19,132
    )
    
    
    (272,107
    )Proceeds from sales of property and equipment
    
    
    1,139
    
    
    
    3,557Purchases of property and equipment
    
    
    (88,780
    )
    
    
    (67,144
    )Purchases of businesses and investments, net of cash acquired
    
    
    (52,375
    )
    
    
    (4,862
    )Proceeds from sale of business, net of cash transferred
    
    
    1,756
    
    
    
    Net cash used in investing activities
    
    
    (37,403
    )
    
    
    (6,723
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common shares
    
    
    149,038
    
    
    
    196,970Purchases of common shares
    
    
    (871,406
    )
    
    
    (928,179
    )Proceeds from long-term debt
    
    
    112
    
    
    
    1,851Repayments of long-term debt
    
    
    (21,142
    )
    
    
    (21,633
    )Proceeds from short-term borrowings
    
    
    33,583
    
    
    
    3,091Repayments of short-term borrowings
    
    
    (30,748
    )
    
    
    (2,776
    )Cash dividends paid
    
    
    (81,453
    )
    
    
    (88,607
    )Excess tax benefits from share-based payment arrangements
    
    
    34,405
    
    
    
    12,680Other, net
    
    
    (3,735
    )
    
    
    (2,887
    )Net cash used in financing activities
    
    
    (791,346
    )
    
    
    (829,490
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    18,197
    
    
    
    40,927NET DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (842,023
    )
    
    
    (629,458
    )CASH AND CASH EQUIVALENTS,beginning of period
    
    
    3,314,396
    
    
    
    3,066,988CASH AND CASH EQUIVALENTS,end of period
    
    $
    2,472,373
    
    
    $
    2,437,530
  6




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##### 



ACCENTURE SCA
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
(Unaudited)
 1. BASIS OF PRESENTATION
   Recently Adopted Accounting Pronouncements
 Accounting for Uncertainty in Income Taxes  an
interpretation of FASB Statement No. 109
    New Accounting Pronouncements
 Business Combinations Business Combinations
 7




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##### 



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. REORGANIZATION COSTS
   Three Months EndedNovember 30,2007
    
    
    2006Reorganization liability, beginning of period
    
    $
    401,228
    
    
    $
    350,864Final determinations (1)
    
    
    (30,242
    )
    
    
    (822
    )Changes in estimates
    
    
    30,242
    
    
    
    822Benefit recorded
    
    
    
    
    
    
    Interest expense accrued
    
    
    8,323
    
    
    
    6,079Payments
    
    
    (143,184
    )
    
    
    Foreign currency translation
    
    
    27,853
    
    
    
    8,660Reorganization liability, end of period
    
    $
    294,220
    
    
    $
    365,603
 
 (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)
 3. ACCUMULATED OTHER COMPREHENSIVE INCOME
  November 30,
    
    
    August 31,2007
    
    
    2007Unrealized gains (losses) on marketable securities, net of reclassification
adjustments
    
    $
    9,262
    
    
    $
    (1,314
    )Foreign currency translation adjustments
    
    
    107,722
    
    
    
    93,861Pension and postretirement plans, net of tax of $8,128
and $8,137, respectively
    
    
    (8,352
    )
    
    
    (8,386
    )Accumulated other comprehensive income
    
    $
    108,632
    
    
    $
    84,161
  November 30,2007
    
    
    2006Three months ended
    
    $
    523,660
    
    
    $
    420,437
 4. BUSINESS COMBINATIONS AND GOODWILL
  ForeignCurrencyAugust 31,
    
    
    Additions/
    
    
    Translation
    
    
    November 30,2007
    
    
    Adjustments (1)
    
    
    Adjustments
    
    
    2007Communications &
High Tech
    
    $
    115,197
    
    
    $
    14,764
    
    
    $
    3,941
    
    
    $
    133,902Financial Services
    
    
    128,343
    
    
    
    3,799
    
    
    
    1,256
    
    
    
    133,398Products
    
    
    287,576
    
    
    
    11,809
    
    
    
    3,983
    
    
    
    303,368Public Service
    
    
    71,211
    
    
    
    5,118
    
    
    
    1,004
    
    
    
    77,333Resources
    
    
    41,401
    
    
    
    305
    
    
    
    624
    
    
    
    42,330Total
    
    $
    643,728
    
    
    $
    35,795
    
    
    $
    10,808
    
    
    $
    690,331
 
 (1)
    
    Additions/Adjustments primarily represent acquisitions made during the three months ended
November 30, 2007. 9




---



##### 



ACCENTURE SCA
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
(Unaudited)
 5. RETIREMENT PLANS
  Pension BenefitsThree Months Ended November 30,2007
    
    
    2006Components of pension benefits expense
    
    U.S. Plans
    
    
    Non-U.S. Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    8,325
    
    
    $
    12,208
    
    
    $
    12,706
    
    
    $
    13,327Interest cost
    
    
    14,988
    
    
    
    8,221
    
    
    
    13,510
    
    
    
    6,956Expected return on plan assets
    
    
    (17,638
    )
    
    
    (8,928
    )
    
    
    (14,946
    )
    
    
    (6,519
    )Amortization of transitional obligation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (20
    )Amortization of loss (gain)
    
    
    480
    
    
    
    (352
    )
    
    
    325
    
    
    
    350Amortization of prior service cost
    
    
    70
    
    
    
    111
    
    
    
    182
    
    
    
    155Curtailment gain
    
    
    (13,898
    )
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    (7,673
    )
    
    $
    11,260
    
    
    $
    11,777
    
    
    $
    14,249
 Postretirement BenefitsThree Months Ended November 30,2007
    
    
    2006Components of postretirement benefits expense
    
    U.S. Plans
    
    
    Non-U.S. Plans
    
    
    U.S. Plans
    
    
    Non-U.S. PlansService cost
    
    $
    1,744
    
    
    $
    360
    
    
    $
    1,666
    
    
    $
    304Interest cost
    
    
    1,653
    
    
    
    458
    
    
    
    1,520
    
    
    
    382Expected return on plan assets
    
    
    (409
    )
    
    
    
    
    
    
    (375
    )
    
    
    Amortization of transitional obligation
    
    
    20
    
    
    
    
    
    
    
    20
    
    
    
    Amortization of loss
    
    
    
    
    
    
    19
    
    
    
    
    
    
    
    16Amortization of prior service cost
    
    
    (201
    )
    
    
    (209
    )
    
    
    (200
    )
    
    
    (190
    )Total
    
    $
    2,807
    
    
    $
    628
    
    
    $
    2,631
    
    
    $
    512
 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)
 6. MATERIAL TRANSACTIONS AFFECTING SHAREHOLDERS EQUITY
 Share Purchase Activity
   Accenture SCA Class I,
II and IIIAccenture Ltd Class A
    
    
    Common Shares and AccentureCommon Shares
    
    
    Canada Holdings Inc. Exchangeable Shares
    
    
    TotalShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Shares
    
    
    AmountAccenture SCA Class I
common shares
    
    
    
    
    
    $
    
    
    
    
    7,691,481
    
    
    $
    302,497
    
    
    
    7,691,481
    
    
    $
    302,497Accenture Canada Holdings Inc.
exchangeable shares
    
    
    
    
    
    
    
    
    
    
    136,361
    
    
    
    5,331
    
    
    
    136,361
    
    
    
    5,331Other purchases (1)
    
    
    1,785,696
    
    
    
    73,016
    
    
    
    
    
    
    
    
    
    
    
    1,785,696
    
    
    
    73,016Inter-company redemptions of SCAClass II common shares and SCAClass III common shares (2)
    
    
    
    
    
    
    
    
    
    
    18,881,543
    
    
    
    494,060
    
    
    
    18,881,543
    
    
    
    494,060Total
    
    
    1,785,696
    
    
    $
    73,016
    
    
    
    26,709,385
    
    
    $
    801,888
    
    
    
    28,495,081
    
    
    $
    874,904
 
 (1)
    
    During the three months ended November 30, 2007, as authorized under Accentures various
employee equity share plans, Accenture and the Company acquired Accenture Ltd Class A common
shares primarily via share withholding for payroll tax obligations due from employees and
former employees in connection with the delivery of Accenture Ltd Class A common shares
under those plans.(2)
    
    On November 15, 2007, the Company redeemed 5,560,935 Class II common shares and 6,633,400
Accenture SCA Class III common shares from Accenture for total
consideration of $255,730, which included a cash outlay of approximately
$252,232. These redemptions were made in transactions unrelated to publicly announced share
plans or programs. Transactions involving Accenture SCA Class II and Class III common
shares consist exclusively of inter-company transactions undertaken to facilitate other
corporate purposes. In the three months ended November 30, 2007,
the Company redeemed
6,687,208 shares of SCA Class III common shares held by Accenture for a cash outlay of
approximately $238,330.   Dividend
  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)
 Class III Common Shares
 
 November 30, 2007
    
    
    August 31, 2007Title of Issuance
    
    Authorized
    
    
    Issued Shares
    
    
    Amount
    
    
    Issued Shares
    
    
    AmountClass III
    
    
    9,782,549,738
    
    
    
    586,934,229
    
    
    $
    667,669
    
    
    
    572,609,348
    
    
    $
    646,817Class III-A
    
    
    5,000,000
    
    
    
    5,000,000
    
    
    
    5,435
    
    
    
    5,000,000
    
    
    
    5,435Class III-B
    
    
    5,000,000
    
    
    
    5,000,000
    
    
    
    5,435
    
    
    
    5,000,000
    
    
    
    5,435Class III-C
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,870
    
    
    
    10,000,000
    
    
    
    10,870Class III-D
    
    
    10,000,000
    
    
    
    10,000,000
    
    
    
    10,870
    
    
    
    10,000,000
    
    
    
    10,870Class III-E
    
    
    15,000,000
    
    
    
    15,000,000
    
    
    
    16,304
    
    
    
    15,000,000
    
    
    
    16,304Class III-F
    
    
    15,000,000
    
    
    
    15,000,000
    
    
    
    16,304
    
    
    
    15,000,000
    
    
    
    16,304Class III-G
    
    
    20,000,000
    
    
    
    20,000,000
    
    
    
    21,739
    
    
    
    20,000,000
    
    
    
    21,739Class III-H
    
    
    25,000,000
    
    
    
    25,000,000
    
    
    
    27,174
    
    
    
    25,000,000
    
    
    
    27,174Class III-I
    
    
    5,000,000
    
    
    
    5,000,000
    
    
    
    5,435
    
    
    
    5,000,000
    
    
    
    5,435Class III-J
    
    
    5,000,000
    
    
    
    5,000,000
    
    
    
    5,435
    
    
    
    5,000,000
    
    
    
    5,435Class III-K
    
    
    16,050,000
    
    
    
    16,050,000
    
    
    
    18,074
    
    
    
    16,050,000
    
    
    
    18,074Class III-L
    
    
    5,025,720
    
    
    
    5,025,720
    
    
    
    5,540
    
    
    
    5,025,720
    
    
    
    5,540Class III-M
    
    
    68,626,707
    
    
    
    68,626,707
    
    
    
    78,398
    
    
    
    68,626,707
    
    
    
    78,398Class III-N
    
    
    12,747,835
    
    
    
    12,747,835
    
    
    
    18,301
    
    
    
    12,747,835
    
    
    
    18,301Total
    
    
    10,000,000,000
    
    
    
    804,384,491
    
    
    $
    912,983
    
    
    
    790,059,610
    
    
    $
    892,131
 7. COMMITMENTS AND CONTINGENCIES
 Commitments and Guarantees
    12




---



##### 



ACCENTURE SCA
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
(Unaudited)
  Legal Contingencies
  8. SEGMENT REPORTING
  Three Months Ended November 30,2007
    
    
    2006Revenues Before
    
    
    Operating
    
    
    Revenues Before
    
    
    OperatingReimbursements
    
    
    Income
    
    
    Reimbursements
    
    
    IncomeCommunications & High Tech
    
    $
    1,311,732
    
    
    $
    128,032
    
    
    $
    1,096,390
    
    
    $
    134,401Financial Services
    
    
    1,243,970
    
    
    
    179,524
    
    
    
    1,067,247
    
    
    
    133,892Products
    
    
    1,472,856
    
    
    
    219,125
    
    
    
    1,194,668
    
    
    
    207,079Public Service
    
    
    708,962
    
    
    
    68,378
    
    
    
    627,828
    
    
    
    28,362Resources
    
    
    930,962
    
    
    
    131,340
    
    
    
    762,990
    
    
    
    105,858Other
    
    
    5,431
    
    
    
    
    
    
    
    4,965
    
    
    
    Total
    
    $
    5,673,913
    
    
    $
    726,399
    
    
    $
    4,754,088
    
    
    $
    609,592
 13




---



##### 



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 The following discussion and analysis should be read in conjunction with our Consolidated
Financial Statements and related Notes included elsewhere in this Quarterly Report on Form 10-Q and
in our Annual Report on Form 10-K for the year ended August 31, 2007, and with the information
under the heading Managements Discussion and Analysis of Financial Condition and Results of
Operations in our Annual Report on Form 10-K for the year ended August 31, 2007.
 We use the terms we, our Company, our and us in this report to refer to Accenture SCA
and its subsidiaries. All references to years, unless otherwise noted, refer to our fiscal year,
which ends on August 31. For example, a reference to fiscal 2007 means the 12-month period that
ended on August 31, 2007. All references to quarters, unless otherwise noted, refer to the quarters
of our fiscal year.
 Disclosure Regarding Forward-Looking Statements
  
    
    Our results of operations could be negatively affected if we cannot expand and develop
our services and solutions in response to changes in technology and client demand.
    
    The consulting, systems integration and technology, and outsourcing markets are highly
competitive, and we might not be able to compete effectively.
    
    Our results of operations could be affected by economic and political conditions and the
effects of these conditions on our clients businesses and levels of business activity.
    
    Our work with government clients exposes us to additional risks inherent in the
government contracting environment.
    
    Our business could be adversely affected if our clients are not satisfied with our
services.
    
    We could be subject to liabilities if our subcontractors or the third parties with whom
we partner cannot deliver their project contributions on time or at all.
    
    Our results of operations could be adversely affected if our clients terminate their
contracts with us on short notice.
    
    Outsourcing services are a significant part of our business and subject us to operational
and financial risk.
    
    Our results of operations may be affected by the rate of growth in the use of technology
in business and the type and level of technology spending by our clients.
    
    Our profitability could suffer if we are not able to maintain favorable pricing rates.
    
    Our profitability could suffer if we are not able to maintain favorable utilization
rates.
    
    Our business could be negatively affected if we incur legal liability in connection with
providing our solutions and services.
 14




---



##### 




    
    If our pricing structures do not accurately anticipate the cost and complexity of
performing our work, then our contracts could be unprofitable.
    
    Many of our contracts utilize performance pricing that links some of our fees to the
attainment of various performance or business targets. This could increase the variability
of our revenues and margins.
    
    Our alliance relationships may not be successful.
    
    Our global operations are subject to complex risks, some of which might be beyond our
control.
    
    Our profitability could suffer if we are not able to control our costs.
    
    If we are unable to attract, retain and motivate employees or efficiently utilize their
skills, we might not be able to compete effectively and will not be able to grow our
business.
    
    If we are unable to collect our receivables or unbilled services, our results of
operations and cash flows could be adversely affected.
    
    Our services or solutions could infringe upon the intellectual property rights of others
or we might lose our ability to utilize the intellectual property of others.
    
    We have only a limited ability to protect our intellectual property rights, which are
important to our success.
    
    Tax legislation and negative publicity related to Bermuda companies such as our general
partner, Accenture Ltd (Accenture), could lead to an increase in our tax burden or affect
our relationships with our clients.
    
    If we are unable to manage the organizational challenges associated with the size and
expansion of our Company, we might be unable to achieve our business objectives.
    
    We may not be successful at identifying, acquiring or integrating other businesses or
technologies.
    
    Consolidation in the industries that we serve could adversely affect our business.
    
    The share price of Accenture Ltd Class A common shares and, consequently, the market
value of Accenture SCA Class I common shares, could be adversely affected from time to time
by sales, or the anticipation of future sales, of Class A common shares held by our
employees and former employees or received upon the redemption of Accenture SCA Class I
common shares.
    
    The share price of Accenture Ltd Class A common shares has fluctuated in the past and
could continue to fluctuate, including in response to variability in revenues, operating
results and profitability, and as a result Accentures share price could be difficult to
predict.
    
    The share price of Accenture Ltd Class A common shares could be adversely affected if we
are unable to maintain effective internal controls.
    
    Accenture SCA is registered in Luxembourg and a significant portion of our assets are
located outside the United States. As a result, it might not be possible for shareholders to
enforce civil liability provisions of the Federal or state securities laws of the United
States.
    
    Luxembourg law differs from the laws in effect in the United States and might afford less
protection to shareholders.
    
    We might be unable to access additional capital on favorable terms or at all. If we raise
equity capital, it may dilute our shareholders ownership interest in us.
  15




---



##### 



Overview
         16




---



##### 



Bookings and Backlog
    Critical Accounting Policies and Estimates
  Revenues by Segment/Operating Group
  17




---



##### 



Percent of TotalRevenues BeforePercent
    
    
    Reimbursements forThree Months Ended
    
    
    Percent
    
    
    Increase
    
    
    the Three MonthsNovember 30,
    
    
    Increase
    
    
    Local
    
    
    Ended November 30,2007
    
    
    2006
    
    
    US$
    
    
    Currency
    
    
    2007
    
    
    2006(in millions)OPERATING GROUPSCommunications & High Tech
    
    $
    1,312
    
    
    $
    1,096
    
    
    
    20
    %
    
    
    13
    %
    
    
    23
    %
    
    
    23
    %Financial Services
    
    
    1,244
    
    
    
    1,067
    
    
    
    17
    
    
    
    9
    
    
    
    22
    
    
    
    23Products
    
    
    1,473
    
    
    
    1,195
    
    
    
    23
    
    
    
    17
    
    
    
    26
    
    
    
    25Public Service
    
    
    709
    
    
    
    628
    
    
    
    13
    
    
    
    8
    
    
    
    13
    
    
    
    13Resources
    
    
    931
    
    
    
    763
    
    
    
    22
    
    
    
    14
    
    
    
    16
    
    
    
    16Other
    
    
    5
    
    
    
    5
    
    
    
    n/m
    
    
    
    n/m
    
    
    
    
    
    
    
    TOTAL Revenues Before Reimbursements
    
    
    5,674
    
    
    
    4,754
    
    
    
    19
    %
    
    
    12
    %
    
    
    100
    %
    
    
    100
    %Reimbursements
    
    
    428
    
    
    
    412
    
    
    
    4TOTAL REVENUES
    
    $
    6,102
    
    
    $
    5,166
    
    
    
    18
    %GEOGRAPHIC REGIONSAmericas
    
    $
    2,325
    
    
    $
    2,090
    
    
    
    11
    %
    
    
    9
    %
    
    
    41
    %
    
    
    44
    %EMEA (1)
    
    
    2,883
    
    
    
    2,303
    
    
    
    25
    
    
    
    14
    
    
    
    51
    
    
    
    48Asia Pacific
    
    
    465
    
    
    
    361
    
    
    
    29
    
    
    
    21
    
    
    
    8
    
    
    
    8TOTAL Revenues Before
Reimbursements (2)
    
    $
    5,674
    
    
    $
    4,754
    
    
    
    19
    %
    
    
    12
    %
    
    
    100
    %
    
    
    100
    %TYPE OF WORKConsulting
    
    $
    3,459
    
    
    $
    2,909
    
    
    
    19
    %
    
    
    12
    %
    
    
    61
    %
    
    
    61
    %Outsourcing
    
    
    2,215
    
    
    
    1,845
    
    
    
    20
    
    
    
    14
    
    
    
    39
    
    
    
    39TOTAL Revenues Before Reimbursements
    
    $
    5,674
    
    
    $
    4,754
    
    
    
    19
    %
    
    
    12
    %
    
    
    100
    %
    
    
    100
    %
 
 n/m = not meaningful(1)
    
    EMEA includes Europe, the Middle East and Africa.(2)
    
    May not total due to rounding. Results of Operations for the Three Months Ended November 30, 2007 Compared to Three Months Ended
November 30, 2006
 Revenues
    18




---



##### 



Operating Expenses
  Cost of Services
  Sales and Marketing
  General and Administrative Costs
  19




---



##### 



Operating Income
  Three Months Ended November 30,Increase2007
    
    
    2006
    
    
    (Decrease)(in millions)Communications & High Tech
    
    $
    128
    
    
    $
    135
    
    
    $
    (7
    )Financial Services
    
    
    180
    
    
    
    134
    
    
    
    46Products
    
    
    219
    
    
    
    207
    
    
    
    12Public Service
    
    
    68
    
    
    
    28
    
    
    
    40Resources
    
    
    131
    
    
    
    106
    
    
    
    25Total
    
    $
    726
    
    
    $
    610
    
    
    $
    116
  
    
    Communications & High Tech operating income decreased primarily due to delivery
inefficiencies on a consulting contract, partially offset by revenue growth.
    
    Financial Services operating income increased due to revenue growth and improved
outsourcing contract margins.
    
    Products operating income increased due to revenue growth and reflects slightly lower
outsourcing contract profitability.
    
    Public Service operating income increased primarily due to the impact of asset
impairments associated with an outsourcing contract recorded during the first quarter of
fiscal 2007. Operating income for the quarter ended November 30, 2007 also reflects
consulting growth, partially offset by higher sales and marketing costs.
    
    Resources operating income increased due to strong revenue growth and improved
outsourcing contract margins.
 Interest Income
  Other Income (Expense)
  20




---



##### 



Provision for Income Taxes
 Accounting for Uncertainty in Income Taxes  an interpretation of FASB
Statement No. 109
  Liquidity and Capital Resources
  
    
    take advantage of opportunities, including more rapid expansion;
    
    acquire complementary businesses or technologies;
    
    develop new services and solutions;
    
    respond to competitive pressures; or
    
    facilitate purchases, redemptions and exchanges of Accenture shares.
  21




---



##### 



Three Months Ended November 30,2007
    
    
    2006
    
    
    Change(1)
    
    
    (in millions)
    
    (1)Net cash (used in) provided by:Operating activities
    
    $
    (31
    )
    
    $
    166
    
    
    $
    (197
    )Investing activities
    
    
    (37
    )
    
    
    (7
    )
    
    
    (30
    )Financing activities
    
    
    (791
    )
    
    
    (829
    )
    
    
    38Effect of exchange rate changes on cash
and cash equivalents
    
    
    18
    
    
    
    41
    
    
    
    (23
    )Net decrease in cash and cash equivalents
    
    $
    (842
    )
    
    $
    (629
    )
    
    $
    (213
    )
 
 (1)
    
    May not total due to rounding. Operating
Activities
 Investing Activities.
 Financing Activities.
  Borrowing Facilities
  BorrowingsUnderFacility Amount
    
    
    Facilities(in millions)Syndicated loan facility
    
    $
    1,200
    
    
    $
    Separate bilateral, uncommitted, unsecured
multicurrency revolving credit facilities
    
    
    350
    
    
    
    4Local guaranteed and non-guaranteed lines of credit
    
    
    150
    
    
    
    Total
    
    $
    1,700
    
    
    $
    4
  22




---



##### 



Share Purchases and Redemptions
   Accenture SCA Class I,II and III Common 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
    
    
    
    
    
    $
    
    
    
    
    7,691,481
    
    
    $
    303
    
    
    
    7,691,481
    
    
    $
    303Accenture Canada Holdings Inc.
exchangeable shares
    
    
    
    
    
    
    
    
    
    
    136,361
    
    
    
    5
    
    
    
    136,361
    
    
    
    5Other purchases (1)
    
    
    1,785,696
    
    
    
    73
    
    
    
    
    
    
    
    
    
    
    
    1,785,696
    
    
    
    73Inter-company redemptions of SCA
Class II common shares and SCA
Class III common shares (2)
    
    
    
    
    
    
    
    
    
    
    18,881,543
    
    
    
    494
    
    
    
    18,881,543
    
    
    
    494Total
    
    
    1,785,696
    
    
    $
    73
    
    
    
    26,709,385
    
    
    $
    802
    
    
    
    28,495,081
    
    
    $
    875
 
 (1)
    
    During the three months ended November 30, 2007, as authorized under Accentures various
employee equity share plans, Accenture and we acquired Accenture Ltd Class A common shares
primarily via share withholding for payroll tax obligations due from employees and former
employees in connection with the delivery of Accenture Ltd Class A common shares under those
plans.(2)
    
    On November 15, 2007, we redeemed 5,560,935 Class II common shares and 6,633,400
Accenture SCA Class III common shares from Accenture for total
consideration of $256 million, which included a cash outlay of approximately $252
million. These redemptions were made in transactions unrelated to publicly announced share
plans or programs. Transactions involving Accenture SCA Class II and Class III common shares
consist exclusively of inter-company transactions undertaken to facilitate other corporate
purposes. In the three months ended November 30, 2007, we redeemed 6,687,208
shares of SCA Class III common shares held by Accenture for a cash outlay of approximately
$238 million.    Obligations and Commitments
  Off-Balance Sheet Arrangements
  23




---



##### 



Recently Adopted Accounting Pronouncements
     New Accounting Pronouncements
 Business Combinations Business Combinations
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  24




---



##### 



ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Control Over Financial Reporting
  PART II  OTHER INFORMATION
 ITEM 1. LEGAL PROCEEDINGS
    25




---



##### 



ITEM 1A. RISK FACTORS
  26




---



##### 



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 Purchases and redemptions of Accenture SCA Class I common shares and Accenture Canada Holdings Inc.
exchangeable shares
  Approximate DollarTotal Number of Shares
    
    Value of Shares that MayTotal
    
    
    
    
    
    Purchased as Part of
    
    Yet Be Purchased UnderNumber of Shares
    
    Average Price
    
    Publicly Announced
    
    Publicly Announced PlansPeriod
    
    Purchased (1)
    
    Paid per Share
    
    Plans or Programs
    

or
Programs (2)Accenture SCASeptember 1,
2007  September 30, 2007Class I common shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    October 1,
2007  October 31, 2007Class I common shares
    
    
    5,726,385
    
    
    $
    40.35
    
    
    
    
    
    
    
    November 1, 2007  November
30, 2007Class I common shares
    
    
    1,965,096
    
    
    $
    36.34
    
    
    
    
    
    
    
    TotalClass I common shares
    
    
    7,691,481
    
    
    $
    39.33
    
    
    
    
    
    
    
    Accenture Canada Holdings Inc.September 1,
2007  September 30, 2007Exchangeable shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    October 1,
2007  October 31, 2007Exchangeable shares
    
    
    82,325
    
    
    $
    40.60
    
    
    
    
    
    
    
    November 1, 2007  November
30, 2007Exchangeable shares
    
    
    54,036
    
    
    $
    36.80
    
    
    
    
    
    
    
    TotalExchangeable shares
    
    
    136,361
    
    
    $
    39.09
    
    
    
    
    
    
    
    
 
 (1)
    
    During the first quarter of fiscal 2008, we redeemed and purchased a total of 7,691,481
Accenture SCA Class I common shares and 136,361 Accenture Canada Holdings Inc. exchangeable
shares from current and former senior executives and their permitted transferees.(2)
    
    To date, the Board of Directors of Accenture has authorized an aggregate of $11.1 billion
for share repurchases. This includes $3.0 billion authorized on October 25, 2007, which
management has the discretion to use for purchases under either Accentures publicly
announced open-market share purchase program or the other share
purchase programs. As of November 30, 2007, Accentures and our aggregate available authorization was $4,104
million for the open-market share purchase program and other share purchase programs. Purchases and redemptions of Accenture SCA Class II and Class III common shares
   27




---



##### 



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
    
    Publicly Announced
    
    Publicly Announced PlansPeriod
    
    Purchased
    
    Paid per Share
    
    Plans or Programs (1)
    
    or Programs (2)(in millions)September 1,
2007  September 30, 2007Class A common shares
    
    
    1,335,763
    
    
    $
    41.35
    
    
    
    
    
    
    $
    900Class X common shares
    
    
    
    
    
    $
    0.0000225
    
    
    
    
    
    
    
    October 1,
2007  October 31, 2007Class A common shares
    
    
    139,972
    
    
    $
    40.54
    
    
    
    
    
    
    $
    3,900Class X common shares
    
    
    4,606,957
    
    
    $
    0.0000225
    
    
    
    
    
    
    
    November 1, 2007  November
30, 2007Class A common shares
    
    
    6,997,169
    
    
    $
    35.79
    
    
    
    6,687,208
    
    
    $
    3,661Class X common shares
    
    
    1,736,830
    
    
    $
    0.0000225
    
    
    
    
    
    
    
    TotalClass A common shares
(1)(3)
    
    
    8,472,904
    
    
    $
    36.75
    
    
    
    6,687,208Class X common shares (4)
    
    
    6,343,787
    
    
    $
    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 2008, Accenture repurchased
6,687,208 Accenture Ltd Class A common shares under this program for an aggregate purchase
price of $238 million. The open-market purchase program does not have an expiration date.(2)
    
    To date, the Board of Directors of Accenture has authorized an aggregate of $11.1 billion
for share repurchases. This includes $3.0 billion authorized on October 25, 2007, which
management has the discretion to use for purchases under either Accentures publicly
announced open-market share purchase program or the other share purchase programs. This
authorization is included in the column above. As of November 30, 2007, Accentures and our aggregate available authorization was $4,104
million for the open-market share purchase program and other share purchase programs.(3)
    
    During the first quarter of fiscal 2008, Accenture and the Company purchased 1,785,696
Accenture Ltd Class A common shares in transactions unrelated to publicly announced share
plans or programs. These transactions consisted primarily of acquisitions of Accenture Ltd
Class A common shares via share withholding for payroll tax obligations due from employees
and former employees in connection with the delivery of Accenture Ltd Class A common shares
under Accentures various employee equity share plans.(4)
    
    During the first quarter of fiscal 2008, Accenture redeemed 6,343,787 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
 commissaire aux comptes
 28




---



##### 



commissaire aux comptes réviseur
dentreprises
  Against /
    
    
    
    
    
    BrokerFor(1)
    
    Withheld
    
    Abstained
    
    Non-VotesAmendment of
Articles 8
(numbered
paragraphs 8, 13,
21, 22, 23 and 24),
12, 14, 15, 17 and
24 of Accenture
SCAs Articles of
Association
    
    
    1,032,744,138
    
    
    
    0
    
    
    
    0
    
    
    
    *Presentation 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
supervisory board
of Accenture SCA
    
    
    1,032,744,138
    
    
    
    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,
2007
    
    
    1,032,744,138
    
    
    
    0
    
    
    
    0
    
    
    
    *Allocation of the
results of
Accenture SCA as of
and for the year
ended August 31,
2007 and the
declaration of a
cash dividend in a
per share amount of
$0.42 to each
holder of a Class I
common share of
Accenture SCA of
record as of
October 9, 2007 and
the authorization
to the general
partner to
determine any
applicable terms in
respect of the
payment of the
dividend
    
    
    1,032,744,138
    
    
    
    0
    
    
    
    0
    
    
    
    *Discharge of the
respective duties
of the general
partner, the
commissaire aux
comptesand the
supervisory board
in connection with
the year ended
August 31, 2007
    
    
    1,032,744,138
    
    
    
    0
    
    
    
    0
    
    
    
    *Appointment of KPMG
S.àr.l. as the
external auditor
(réviseur
dentreprises) of
Accenture SCA on a
stand-alone basis,
subject to approval
by the Audit
Committee of the
general partner of
the engagement of
KPMG S.àr.l. as the
external auditor of
Accenture SCA
    
    
    1,032,744,138
    
    
    
    0
    
    
    
    0
    
    
    
    *Reappointment of
KPMG LLP as the
independent auditor
of Accenture SCA on
a consolidated
basis with its
subsidiaries for
the year ending
August 31, 2008,
subject to approval
by the Audit
Committee of the
general partner of
the engagement of
KPMG LLP as the
independent auditor
of Accenture SCA
    
    
    1,032,744,138
    
    
    
    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 6, 2006 up
to and including
October 9, 2007
    
    
    1,032,744,138
    
    
    
    0
    
    
    
    0
    
    
    
    *
 
 *
    
    Not applicable.(1)
    
    Consists of 470,958,308 Accenture SCA Class II common shares and 561,785,830 Class III
common shares present and entitled to vote at the meeting. ITEM 5. OTHER INFORMATION
   29




---



##### 



ITEM 6. EXHIBITS
  ExhibitNumber
    
    Exhibit3.1
    
    Form of Articles of Association of
Accenture SCA, updated as of December 14, 2007 (incorporated by reference to
Exhibit 3.2 to the November 30, 2007 Accenture Ltd 10-Q)3.2
    
    Form of Bye-laws of Accenture Ltd, effective as of February 2,
2005 (incorporated by reference to Exhibit 3.1 to the February 28,
2005 Accenture Ltd 10-Q)31.1
    
    Certification of the Chief Executive Officer pursuant to Rule
13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of the Chief Financial Officer pursuant to Rule
13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification of the Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 200232.2
    
    Certification of the Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 30




---



##### 



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 31