Accenture Sca 10-Q 2007 Q3 Quarterly report

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 MAY 31, 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	98-0351796
(State or other jurisdiction of	(I.R.S. Employer
incorporation 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)

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ     Noo

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filero     Accelerated filero     Non-accelerated filerþ

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso     Noþ

     The number of shares of the registrant’s Class I common shares, par value €1.25 per share, outstanding as of June 22, 2007 was 202,757,162.

1

ACCENTURE SCA

INDEX

		Page
Part I.	Financial Information	3
Item 1.	Financial Statements	3
	Consolidated Balance Sheets as of May 31, 2007 (Unaudited) and August 31, 2006	3
	Consolidated Income Statements (Unaudited) for the three and nine months ended May 31, 2007 and 2006	4
	Consolidated Shareholders’ Equity and Comprehensive Income Statements (Unaudited) for the nine months ended May 31, 2007	5
	Consolidated Cash Flows Statements (Unaudited) for the nine months ended May 31, 2007 and 2006	6
	Notes to Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	31
Part II.	Other Information	31
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3.	Defaults upon Senior Securities	35
Item 4.	Submission of Matters to a Vote of Security Holders	35
Item 5.	Other Information	36
Item 6.	Exhibits	37
Signatures		38

2

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ACCENTURE SCA

CONSOLIDATED BALANCE SHEETS
May 31, 2007 and August 31, 2006
(In thousands of U.S. dollars, except share and per share amounts)

	May 31,			August 31,
	2007			2006
	(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	3,093,634		$	3,066,988
Short-term investments		284,410			352,951
Receivables from clients, net of allowances of $46,837 and $48,069, respectively		2,378,134			1,916,450
Unbilled services		1,579,636			1,350,211
Deferred income taxes, net		269,079			187,720
Other current assets		434,796			479,501
Total current assets		8,039,689			7,353,821
NON-CURRENT ASSETS:
Unbilled services		62,309			105,081
Investments		82,519			125,119
Property and equipment, net of accumulated depreciation of $1,559,948 and $1,359,978, respectively		748,185			727,692
Goodwill		528,389			527,648
Deferred income taxes, net		408,396			392,211
Other non-current assets		179,529			186,508
Total non-current assets		2,009,327			2,064,259
TOTAL ASSETS	$	10,049,016		$	9,418,080
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Short-term bank borrowings	$	1,566		$	2,218
Current portion of long-term debt		23,440			22,574
Accounts payable		863,646			856,087
Deferred revenues		1,769,310			1,511,259
Accrued payroll and related benefits		2,104,543			1,693,796
Income taxes payable		985,886			722,096
Deferred income taxes, net		30,603			49,870
Other accrued liabilities		888,492			958,582
Total current liabilities		6,667,486			5,816,482
NON-CURRENT LIABILITIES:
Long-term debt		3,226			27,065
Retirement obligation		532,301			492,555
Deferred income taxes, net		15,313			16,880
Other non-current liabilities		237,123			302,965
Total non-current liabilities		787,963			839,465
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST		85,172			72,832
SHAREHOLDERS’ EQUITY:
Class I common shares, par value 1.25 euros per share, 10,000,000,000 shares authorized, 202,757,162 and 249,233,436 shares issued and outstanding as of May 31, 2007 and August 31, 2006, respectively		227,283			279,326
Class II common shares, par value 1.25 euros per share, 20,000,000,000 shares authorized, 481,106,329 and 476,273,864 shares issued as of May 31, 2007 and August 31, 2006, respectively		544,787			537,048
Class 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, 779,980,612 and 727,992,071 shares issued as of May 31, 2007 and August 31, 2006, respectively		880,833			819,962
Restricted share units (related to Accenture Ltd Class A common shares)		626,198			482,289
Additional paid-in capital		3,654,038			3,435,364
Treasury shares, at cost: Class II common, 10,148,021 and 5,315,556 shares at May 31, 2007 and August 31, 2006, respectively; Class III common, 225,687,389 and 194,117,186 shares at May 31, 2007 and August 31, 2006, respectively		(6,046,168	)		(4,809,618	)
Investment in Accenture Ltd shares, at cost, 10,571,443 and 342,359 shares at May 31, 2007 and August 31, 2006, respectively		(330,182	)		(9,054	)
Retained earnings		2,908,992			1,980,478
Accumulated other comprehensive income (loss)		42,614			(26,494	)
Total shareholders’ equity		2,508,395			2,689,301
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	10,049,016		$	9,418,080

The accompanying Notes are an integral part of these Consolidated Financial Statements.

3

ACCENTURE SCA

CONSOLIDATED INCOME STATEMENTS
For the Three and Nine Months Ended May 31, 2007 and 2006
(In thousands of U.S. dollars, except per share amounts)
(Unaudited)

	Three Months Ended May 31,						Nine Months Ended May 31,
	2007			2006			2007			2006
REVENUES:
Revenues before reimbursements	$	5,081,804		$	4,408,069		$	14,585,730		$	12,680,339
Reimbursements		461,880			397,258			1,293,666			1,159,116
Revenues		5,543,684			4,805,327			15,879,396			13,839,455
OPERATING EXPENSES:
Cost of services:
Cost of services before reimbursable expenses		3,471,962			2,954,184			10,138,578			9,037,354
Reimbursable expenses		461,880			397,258			1,293,666			1,159,116
Cost of services		3,933,842			3,351,442			11,432,244			10,196,470
Sales and marketing		499,529			453,709			1,370,752			1,255,859
General and administrative costs		421,946			362,051			1,206,654			1,101,164
Reorganization costs (benefits), net		6,838			(51,999	)		19,233			(54,030	)
Total operating expenses		4,862,155			4,115,203			14,028,883			12,499,463
OPERATING INCOME		681,529			690,124			1,850,513			1,339,992
Gain on investments, net		10,146			15			13,033			3,245
Interest income		40,641			31,571			111,896			86,505
Interest expense		(6,841	)		(4,852	)		(18,825	)		(14,095	)
Other expense		(16,090	)		(4,971	)		(21,989	)		(18,113	)
INCOME BEFORE INCOME TAXES		709,385			711,887			1,934,628			1,397,534
Provision for income taxes		235,968			213,088			642,818			466,777
INCOME BEFORE MINORITY INTEREST		473,417			498,799			1,291,810			930,757
Minority interest in Accenture Canada Holdings Inc.		(1,942	)		(2,365	)		(5,531	)		(4,462	)
Minority interest – other		(6,092	)		(2,692	)		(16,407	)		(7,240	)
NET INCOME	$	465,383		$	493,742		$	1,269,872		$	919,055
Cash dividends per share	$	—		$	—		$	0.35		$	0.30

The accompanying Notes are an integral part of these Consolidated Financial Statements.

4

ACCENTURE SCA

CONSOLIDATED SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME STATEMENTS
For the Nine Months Ended May 31, 2007
(In thousands of U.S. dollars and in thousands of share amounts)
(Unaudited)

															Restricted
															Share Units
	Class I						Class II				Class III				(related to
	Common						Common				Common				Accenture Ltd												Investment in
	Shares						Shares				Shares				Class A			Additional			Treasury Shares						Accenture Ltd									Accumulated Other
				No.					No.				No.		common			Paid-in						No.						No.			Retained			Comprehensive
	$			Shares			$		Shares		$		Shares		shares)			Capital			$			Shares			$			Shares			Earnings			(Loss) Income			Total
Balance as of August 31, 2006	$	279,326			249,233		$	537,048		476,274	$	819,962		727,992	$	482,289		$	3,435,364		$	(4,809,618	)		(199,433	)	$	(9,054	)		(342	)	$	1,980,478		$	(26,494	)	$	2,689,301
Comprehensive income:
Net income																																		1,269,872						1,269,872
Other comprehensive income:
Unrealized gains on marketable securities, net of reclassification adjustments																																					1,574			1,574
Foreign currency translation adjustments																																					67,534			67,534
Other comprehensive income																																					69,108
Comprehensive income																																								1,338,980
Income tax benefit on share-based compensation plans																			16,171																					16,171
Issuances and redemptions of Class II and Class III common shares								7,739		4,832		8,828		5,513					187,940			(204,507	)		(10,345	)								(204,452	)					(204,452	)
Purchases of Accenture Ltd Class A common shares																			(15,819	)								(321,128	)		(10,229	)								(336,947	)
Share-based compensation expense																179,602			47,363																					226,965
Purchases/redemptions of Accenture SCA Class I common shares		(52,043	)		(46,476	)						52,043		46,476								(1,545,785	)		(46,476	)														(1,545,785	)
Purchases/redemptions of Accenture SCA Class III common shares and Accenture Canada Holdings Inc. exchangeable shares																			(24,197	)																				(24,197	)
Issuances of Accenture SCA Class III common shares related to employee share programs																(51,526	)					513,742			20,419									(32,466	)					429,750
Dividends																15,833																		(104,440	)					(88,607	)
Minority interest																			7,216																					7,216
Balance as of May 31, 2007	$	227,283			202,757		$	544,787		481,106	$	880,833		779,981	$	626,198		$	3,654,038		$	(6,046,168	)		(235,835	)	$	(330,182	)		(10,571	)	$	2,908,992		$	42,614		$	2,508,395

The accompanying Notes are an integral part of these Consolidated Financial Statements.

5

ACCENTURE SCA

CONSOLIDATED CASH FLOWS STATEMENTS
For the Nine Months Ended May 31, 2007 and 2006
(In thousands of U.S. dollars)
(Unaudited)

	2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	1,269,872		$	919,055
Adjustments to reconcile Net income to Net cash provided by operating activities —
Depreciation, amortization and asset impairments		328,928			229,033
Reorganization costs (benefits), net		19,233			(54,030	)
Share-based compensation expense		228,858			200,530
Deferred income taxes, net		(91,873	)		(98,641	)
Minority interest		21,938			11,702
Other, net		(7,931	)		(963	)
Change in assets and liabilities, net of acquisitions (1) —
Receivables from clients, net		(386,732	)		(166,397	)
Other current assets		55,122			18,619
Unbilled services, current and non-current		(217,862	)		426,729
Other non-current assets		(22,600	)		(12,993	)
Accounts payable		(28,499	)		(18,175	)
Deferred revenues		219,038			228,037
Accrued payroll and related benefits		371,879			87,519
Income taxes payable		233,814			94,221
Other accrued liabilities		(157,595	)		28,235
Other non-current liabilities		17,934			(34,856	)
Net cash provided by operating activities		1,853,524			1,857,625
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities and sales of available-for-sale investments		668,865			580,746
Purchases of available-for-sale investments		(538,744	)		(190,049	)
Proceeds from sales of property and equipment		12,577			13,172
Purchases of property and equipment		(225,051	)		(209,166	)
Purchases of businesses and investments, net of cash acquired		(33,616	)		(114,874	)
Net cash (used in) provided by investing activities		(115,969	)		79,829
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common shares		429,750			385,144
Purchases of common shares		(2,111,381	)		(1,998,637	)
Proceeds from long-term debt		2,367			6,213
Repayments of long-term debt		(25,134	)		(22,706	)
Proceeds from short-term borrowings		26,129			38,860
Repayments of short-term borrowings		(26,931	)		(49,626	)
Cash dividends paid		(88,607	)		(96,277	)
Excess tax benefits from share-based payment arrangements		31,903			30,625
Other, net		(17,353	)		(12,886	)
Net cash used in financing activities		(1,779,257	)		(1,719,290	)
Effect of exchange rate changes on cash and cash equivalents		68,348			91,562
NET INCREASE IN CASH AND CASH EQUIVALENTS		26,646			309,726
CASH AND CASH EQUIVALENTS,beginning of period		3,066,988			2,483,990
CASH AND CASH EQUIVALENTS,end of period	$	3,093,634		$	2,793,716

(1) The change in assets and liabilities, net of acquisitions, for the nine months ended May 31, 2006 includes the impact of a $450,000 loss provision, net of usage of $20,176, recorded by the Company during the nine months ended May 31, 2006.

The accompanying Notes are an integral part of these Consolidated Financial Statements.

6

ACCENTURE SCA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
(Unaudited)

1. BASIS OF PRESENTATION

     The accompanying unaudited interim Consolidated Financial Statements of Accenture SCA, a Luxembourg partnership limited by shares, and its controlled subsidiary companies (collectively, the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by U.S. generally accepted accounting principles for complete financial statements. These Consolidated Financial Statements should therefore be read in conjunction with the Consolidated Financial Statements and Notes thereto for the fiscal year ended August 31, 2006 included in the Company’s Annual Report on Form 10-K filed with the SEC on October 19, 2006. The accompanying unaudited interim Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles and reflect all adjustments of a normal, recurring nature that are, in the opinion of management, necessary for a fair presentation of results for these interim periods. The results of operations for the three and nine months ended May 31, 2007 are not necessarily indicative of the results that may be expected for the fiscal year ending August 31, 2007. Certain prior-period amounts have been reclassified to conform to the current-period presentation.

     Accenture Ltd (“Accenture”) is a Bermuda holding company with no material assets other than Accenture SCA Class II and Class III common shares. Accenture acts as the sole general partner of the Company and owns a majority voting interest in the Company. Information regarding various aspects of the activities of Accenture are described in these Notes as they affect the financial results and conditions of the Company.

2. REORGANIZATION COSTS (BENEFITS)

     In fiscal 2001, the Company accrued reorganization liabilities in connection with its transition to a corporate structure. These liabilities included certain non-income tax liabilities, such as stamp taxes, as well as liabilities for certain individual income tax exposures related to the transfer of interests in certain entities to the Company as part of the reorganization. These primarily represent unusual and disproportionate individual income tax exposures assumed by certain, but not all, of the Company’s shareholders and partners in certain tax jurisdictions specifically related to the transfer of their partnership interests in certain entities to the Company as part of the reorganization. The Company has identified certain shareholders and partners who may incur such unusual and disproportionate financial damage in certain jurisdictions. These include shareholders and partners who were subject to tax in their jurisdiction on items of income arising from the reorganization transaction that were not taxable for most other shareholders and partners. In addition, certain other shareholders and partners were subject to different rates or amounts of tax than other shareholders or partners in the same jurisdiction. If additional taxes are assessed on these shareholders or partners in connection with these transfers, the Company intends to make payments to reimburse certain of the costs associated with the assessment either to the shareholder or partner, or to the taxing authority. The Company has recorded reorganization expense and a related liability for the amount it estimates it will reimburse in situations where assessments occur. Interest accruals are made to cover interest on this liability.

7

ACCENTURE SCA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
(Unaudited)

     The Company’s reorganization activity was as follows:

	Three Months Ended					Nine Months Ended
	May 31,					May 31,
	2007		2006			2007		2006
Reorganization liability, beginning of period	$	374,182	$	374,524		$	350,864	$	381,440
Final determinations (1)		—		(57,683	)		—		(72,321	)
Changes in estimates		—		—			—		—
Benefit recorded		—		(57,683	)		—		(72,321	)
Interest expense accrued		6,838		5,684			19,233		18,291
Payments		—		—			—		—
Costs		6,838		(51,999	)		19,233		(54,030	)
Foreign currency translation		8,879		21,884			19,802		16,999
Reorganization liability, end of period	$	389,899	$	344,409		$	389,899	$	344,409

(1) Includes final agreements with tax authorities and expirations of statutes of limitations.

     As of May 31, 2007, reorganization liabilities of $361,071 were included in Other accrued liabilities because expirations of statutes of limitations or other final determinations could occur within 12 months, and reorganization liabilities of $28,828 were included in Other non-current liabilities in the Consolidated Balance Sheet. The Company anticipates that reorganization liabilities will be substantially diminished by the end of fiscal 2008 because the Company expects final determinations will have occurred. However, resolution of current tax audits, initiation of additional audits or litigation may delay final settlements. Final settlement will result in a payment on a final settlement and/or recording a reorganization benefit or cost in the Company’s Consolidated Income Statement.

3. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

     The components of Accumulated other comprehensive income (loss) were as follows:

	May 31,			August 31,
	2007			2006
Unrealized losses on marketable securities, net of reclassification adjustments	$	(1,905	)	$	(3,479	)
Foreign currency translation adjustments		76,921			9,387
Minimum pension liability adjustments, net of tax of $22,863 and $22,863, respectively		(32,402	)		(32,402	)
Accumulated other comprehensive income (loss)	$	42,614		$	(26,494	)

     Comprehensive income was as follows:

	May 31,
	2007		2006
Three months ended	$	518,540	$	544,552
Nine months ended	$	1,338,980	$	963,583

8

ACCENTURE SCA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
(Unaudited)

4. GOODWILL

     The changes in the carrying amount of goodwill by reportable operating segment were as follows:

						Foreign
	Balance as of					Currency		Balance as of
	August 31,		Additions/			Translation		May 31,
	2006		Adjustments			Adjustments		2007
Communications & High Tech	$	82,739	$	17,308		$	3,288	$	103,335
Financial Services		123,592		(10,240	)		1,367		114,719
Government		33,253		(4,434	)		904		29,723
Products		258,390		(8,369	)		3,259		253,280
Resources		29,674		(3,318	)		976		27,332
Total	$	527,648	$	(9,053	)	$	9,794	$	528,389

     During the nine months ended May 31, 2007, the Company recorded net reductions to goodwill, primarily resulting from reversals of valuation allowances related to pre-acquisition tax attributes recorded under purchase accounting for previous acquisitions and other adjustments related to purchase accounting for previous acquisitions, partially offset by a fiscal 2007 acquisition.

5. RETIREMENT PLANS

     In the United States and certain other countries, the Company maintains and administers retirement plans and postretirement medical plans for certain current, retired and resigned employees. The components of net periodic pension and postretirement expense were as follows:

	Pension Benefits
	Three Months Ended May 31,
	2007						2006
Components of pension benefits expense	U.S. Plans			Non-U.S. Plans			U.S. Plans			Non-U.S. Plans
Service cost	$	12,706		$	13,629		$	16,103		$	12,172
Interest cost		13,510			7,138			12,481			5,284
Expected return on plan assets		(14,946	)		(6,637	)		(13,080	)		(4,949	)
Amortization of loss		325			354			7,785			462
Amortization of prior service cost		182			151			287			380
Total	$	11,777		$	14,635		$	23,576		$	13,349

	Pension Benefits
	Nine Months Ended May 31,
	2007						2006
Components of pension benefits expense	U.S. Plans			Non-U.S. Plans			U.S. Plans			Non-U.S. Plans
Service cost	$	38,118		$	40,465		$	48,308		$	37,176
Interest cost		40,530			21,135			37,442			15,796
Expected return on plan assets		(44,838	)		(19,718	)		(39,239	)		(14,636	)
Amortization of transitional obligation		—			(20	)		—			—
Amortization of loss		975			1,048			23,355			1,381
Amortization of prior service cost		546			461			861			1,144
Special termination benefits charge		—			—			—			501
Total	$	35,331		$	43,371		$	70,727		$	41,362

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)

	Postretirement Benefits
	Three Months Ended May 31,
	2007						2006
Components of postretirement benefits expense	U.S. Plans			Non-U.S. Plans			U.S. Plans			Non-U.S. Plans
Service cost	$	1,666		$	295		$	2,526		$	532
Interest cost		1,520			371			1,538			446
Expected return on plan assets		(375	)		—			(355	)		—
Amortization of transitional obligation		20			—			20			—
Amortization of loss		—			16			630			317
Amortization of prior service cost		(200	)		(185	)		(200	)		(335	)
Total	$	2,631		$	497		$	4,159		$	960

	Postretirement Benefits
	Nine Months Ended May 31,
	2007						2006
Components of postretirement benefits expense	U.S. Plans			Non-U.S. Plans			U.S. Plans			Non-U.S. Plans
Service cost	$	5,000		$	918		$	7,577		$	1,576
Interest cost		4,560			1,154			4,613			1,323
Expected return on plan assets		(1,125	)		—			(1,064	)		—
Amortization of transitional obligation		60			—			59			—
Amortization of loss		—			49			1,889			171
Amortization of prior service cost		(600	)		(574	)		(601	)		(223	)
Total	$	7,895		$	1,547		$	12,473		$	2,847

6. MATERIAL TRANSACTIONS AFFECTING SHAREHOLDERS’ EQUITY

Share Purchase Activity

     The Board of Directors of Accenture has authorized funding for redemptions and repurchases of Accenture Ltd Class A common shares, Accenture SCA Class I common shares and Accenture Canada Holdings Inc. exchangeable shares held by the Company’s current and former senior executives and their permitted transferees. In addition, during the nine months ended May 31, 2007, the Board of Directors of Accenture separately authorized funding for two discounted tender offers for Accenture SCA Class I common shares.

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)

     The Company’s share purchase activity during the nine months ended May 31, 2007 was as follows:

					Accenture SCA Class I Common
	Accenture Ltd Class A				Shares and Accenture Canada
	Common Shares				Holdings Inc. Exchangeable Shares				Total
	Shares		Amount		Shares		Amount		Shares		Amount
Discounted Tender Offers (1)		—	$	—		16,538,239	$	485,245		16,538,239	$	485,245
Other Share Purchase Programs:
Accenture SCA Class I common shares		—		—		29,938,035		1,060,540		29,938,035		1,060,540
Accenture Canada Holdings Inc. exchangeable shares		—		—		671,263		24,197		671,263		24,197
Accenture Ltd Class A common shares (2)		9,858,011		308,762		—		—		9,858,011		308,762
Other purchases (3)		842,524		28,185		—		—		842,524		28,185
Inter-company redemptions of SCA
Class II common shares and SCA
Class III common shares (4)		—		—		10,344,732		204,452		10,344,732		204,452
Total		10,700,535	$	336,947		57,492,269	$	1,774,434		68,192,804	$	2,111,381

(1)	On September 11, 2006, the Company and one of its subsidiaries made a tender offer to Accenture SCA Class I common shareholders that resulted in share redemptions and purchases, effective October 11, 2006, of 7,538,172 shares at a price of $24.75 per share, resulting in a cash outlay of approximately $187,195. On March 8, 2007, the Company and one of its subsidiaries made a tender offer to Accenture SCA Class I common shareholders that resulted in share redemptions and purchases, effective April 9, 2007, of 9,000,067 shares at a price of $33.00 per share, resulting in a cash outlay of approximately $298,050.
(2)	On November 13, 2006, Accenture Finance (Gibraltar) Ltd, an indirect subsidiary of Accenture SCA, purchased 1,979,450 Accenture Ltd Class A common shares at a price of $24.75 per share, resulting in a cash outlay of approximately $48,991. On May 15, 2007, Accenture Equity Finance B.V., an indirect subsidiary of Accenture SCA, purchased 7,878,561 Accenture Ltd Class A common shares at a per share price of $33.00 or its local currency equivalent based on exchange rates applicable on April 4, 2007, resulting in a cash outlay of approximately $259,771. Shares in both transactions were purchased from certain former senior executives residing outside the United States.
(3)	During the nine months ended May 31, 2007, as authorized under Accenture’s various employee equity share plans, Accenture and the Company acquired Accenture Ltd Class A common shares primarily via share withholding for payroll tax obligations due from employees and former employees in connection with the delivery of Accenture Ltd Class A common shares under those plans.
(4)	On November 15, 2006, the Company redeemed 4,832,465 Accenture SCA Class II common shares and 5,512,267 Accenture SCA Class III common shares from Accenture. These redemptions were made in transactions unrelated to publicly announced share plans or programs. Transactions involving Accenture SCA Class II and Class III common shares consist exclusively of inter-company transactions undertaken to facilitate other corporate purposes.

     On March 2, 2007, an additional $1,500,000 was authorized by the Board of Directors of Accenture for purchases under Accenture’s other share purchase programs.

     As of May 31, 2007, Accenture’s available authorization was $1,048,397 for other share purchase programs.

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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)

Dividend

     In connection with a cash dividend paid by Accenture Ltd on Accenture Ltd’s Class A common shares, on November 15, 2006, the Company paid a cash dividend of $0.35 per share on Accenture SCA’s Class I common shares to shareholders of record at the close of business on October 5, 2006, and on Accenture Canada Holdings Inc. exchangeable shares to shareholders of record at the close of business on October 13, 2006, resulting in cash outlays of $87,232 and $1,375, respectively. The payment of cash dividends on Accenture Ltd’s Class A common shares also resulted in the issuance of an immaterial number of additional restricted share units to holders of restricted share units.

Class III Common Shares

     Accenture SCA Class III common shares, including the lettered sub-series of this class, have a par value of 1.25 euros per share. Information related to all Class III common shares is as follows:

			May 31, 2007				August 31, 2006
Title of Issuance	Authorized		Issued Shares		Amount		Issued Shares		Amount
Class III		9,782,549,738		562,530,350	$	635,519		510,541,809	$	574,648
Class III-A		5,000,000		5,000,000		5,435		5,000,000		5,435
Class III-B		5,000,000		5,000,000		5,435		5,000,000		5,435
Class III-C		10,000,000		10,000,000		10,870		10,000,000		10,870
Class III-D		10,000,000		10,000,000		10,870		10,000,000		10,870
Class III-E		15,000,000		15,000,000		16,304		15,000,000		16,304
Class III-F		15,000,000		15,000,000		16,304		15,000,000		16,304
Class III-G		20,000,000		20,000,000		21,739		20,000,000		21,739
Class III-H		25,000,000		25,000,000		27,174		25,000,000		27,174
Class III-I		5,000,000		5,000,000		5,435		5,000,000		5,435
Class III-J		5,000,000		5,000,000		5,435		5,000,000		5,435
Class III-K		16,050,000		16,050,000		18,074		16,050,000		18,074
Class III-L		5,025,720		5,025,720		5,540		5,025,720		5,540
Class III-M		68,626,707		68,626,707		78,398		68,626,707		78,398
Class III-N		12,747,835		12,747,835		18,301		12,747,835		18,301
Total		10,000,000,000		779,980,612	$	880,833		727,992,071	$	819,962

Modifications to Restrictions on the Transfer of Certain Accenture Shares

     On June 21, 2007, the Supervisory Board of Accenture SCA approved a modification to the transfer restrictions that apply to certain of the Company’s current and former senior executives (“covered persons”) who hold Accenture SCA Class I common shares they received at the time of the initial public offering of Accenture Ltd Class A common shares in July 2001 (“covered shares”). The modification grants covered persons who are active employees of the Company a waiver (the “waiver”) that eliminates the requirement that these covered persons continue to maintain beneficial ownership of at least 25 percent of their covered shares as long as they remain employed by the Company. The waiver, which will be effective on July 3, 2007, accelerates the release of the transfer restrictions on covered shares that would otherwise not become available for transfer until the later of July 24, 2009 or the termination of the employee’s employment with the Company. The transfer restrictions will be released in quarterly installments over the next nine quarters, beginning in the fourth quarter of fiscal 2007.

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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)

7. COMMITMENTS AND CONTINGENCIES

Commitments and Guarantees

     As a result of its increase in ownership percentage of Accenture HR Services from 50 percent to 100 percent in February 2002, the Company may be required to make up to $177,500 of additional purchase price payments through September 30, 2008, conditional on Accenture HR Services achieving certain levels of qualifying revenues. The remaining potential liability as of May 31, 2007 was $157,818.

     In February 2005, the Company signed an amendment to the stockholders agreement of Avanade Inc. (a consolidated subsidiary of Accenture SCA). As a result of the amendment, there is no longer a fixed purchase price minimum or maximum payable by the Company for the Avanade Inc. shares not already owned by the Company. The Company now has the right to purchase substantially all of the remaining outstanding shares of Avanade Inc. not owned by the Company at fair value if certain events occur. The Company may also be required to purchase substantially all of the remaining outstanding shares of Avanade Inc. at fair value if certain events occur.

     The Company has various agreements in which it may be obligated to indemnify other parties with respect to certain matters. Generally, these indemnification provisions are included in contracts arising in the normal course of business under which the Company customarily agrees to hold the indemnified party harmless against losses arising from a breach of representations related to such matters as title to assets sold, licensed or certain intellectual property rights and other matters. Payments by the Company under such indemnification clauses are generally conditioned on the other party making a claim. Such claims are typically subject to challenge by the Company and to dispute resolution procedures specified in the particular contract. Further, the Company’s obligations under these agreements may be limited in terms of time and/or amount and, in some instances, the Company may have recourse against third parties for certain payments made by the Company. It is not possible to predict the maximum potential amount of future payments under these indemnification agreements due to the conditional nature of the Company’s obligations and the unique facts of each particular agreement. Historically, the Company has not made any payments under these agreements that have been material individually or in the aggregate. As of May 31, 2007, management was not aware of any obligations arising under indemnification contracts that would require material payments.

     From time to time, the Company enters into contracts with clients whereby it has joint and several liability with other participants and/or third parties providing related services and products to clients. Under these arrangements, the Company and other parties may assume some responsibility to the client or a third party for the performance of others under the terms and conditions of the contract with or for the benefit of the client or in relation to the performance of certain contractual obligations. In some arrangements, the extent of the Company’s obligations for the performance of others is not expressly specified. The Company estimates that, as of May 31, 2007, it had assumed an aggregate potential liability of approximately $886,638 to its clients for the performance of others under arrangements described in this paragraph. These contracts typically provide recourse provisions that would allow the Company to recover from the other parties all but approximately $138,412 if the Company is obligated to make payments to the clients that are the consequence of a performance default by the other parties. To date, the Company has not been required to make any payments under any of the contracts described in this paragraph.

Legal Contingencies

     As of May 31, 2007, the Company or its present personnel had been named as a defendant in various litigation matters. Based on the present status of these litigation matters, the management of the Company believes these matters will not ultimately have a material effect on the results of operations, financial position or cash flows of the Company.

8. SEGMENT REPORTING

     The Company’s reportable operating segments are the five operating groups, which are Communications & High Tech, Financial Services, Government, Products and Resources. Information regarding the Company’s reportable operating segments was as follows:

13

ACCENTURE SCA

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
(Unaudited)

	Three Months Ended May 31,
	2007				2006
	Revenues Before		Operating		Revenues Before		Operating
	Reimbursements		Income		Reimbursements		Income
Communications & High Tech	$	1,200,761	$	168,021	$	1,079,220	$	173,516
Financial Services		1,107,506		106,144		921,676		125,542
Government		638,058		74,408		598,842		66,136
Products		1,279,838		192,813		1,116,766		229,951
Resources		849,673		140,143		687,412		94,979
Other		5,968		—		4,153		—
Total	$	5,081,804	$	681,529	$	4,408,069	$	690,124
	Nine Months Ended May 31,
	2007				2006
	Revenues Before		Operating		Revenues Before		Operating
	Reimbursements		Income		Reimbursements		Income (Loss)
Communications & High Tech	$	3,383,315	$	416,022	$	3,152,853	$	523,310
Financial Services		3,225,420		343,845		2,609,910		309,477
Government		1,920,950		195,399		1,794,648		(8,826	)
Products		3,639,600		540,223		3,138,006		265,006
Resources		2,400,083		355,024		1,976,764		251,025
Other		16,362		—		8,158		—
Total	$	14,585,730	$	1,850,513	$	12,680,339	$	1,339,992

9. NEWLY ISSUED ACCOUNTING STANDARDS

     In July 2006, the Financial Accounting Standards Board (“FASB”) issued Financial Interpretation No. 48,“Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109” (“FIN 48”), which is a change in accounting for income taxes. FIN 48 specifies how tax benefits for uncertain tax positions are to be recognized, measured and derecognized in financial statements; requires certain disclosures of uncertain tax matters; specifies how reserves for uncertain tax positions should be classified in the balance sheet; and provides transition and interim-period guidance, among other provisions. FIN 48 is effective for fiscal years beginning after December 15, 2006 and, as a result, will be effective for the Company beginning September 1, 2007. The Company is currently evaluating the impact of FIN 48 on its Consolidated Financial Statements.

     In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158,“Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R)” (“SFAS No. 158”). SFAS No. 158 requires companies to recognize a net liability or asset and an offsetting adjustment to accumulated other comprehensive income to report the funded status of defined benefit pension and other postretirement benefit plans. SFAS No. 158 requires prospective application, recognition and disclosure requirements effective for the Company’s fiscal year ending August 31, 2007. Additionally, SFAS No. 158 requires companies to measure plan assets and obligations at their year-end balance sheet date. This requirement is effective for the Company’s fiscal year ending August 31, 2009. The Company is currently evaluating the impact of SFAS No. 158 on its Consolidated Financial Statements.

     In September 2006, the SEC issued Staff Accounting Bulletin (“SAB”) No. 108,“Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements”(“SAB No. 108”). SAB No. 108 provides guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. SAB No. 108 is effective for fiscal years ending after November 15, 2006 and, as a result, is effective for the Company’s fiscal year ending August 31, 2007. The Company is currently evaluating the impact of SAB No. 108 on its Consolidated Financial Statements.

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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 onForm 10-Q and in our Annual Report onForm 10-K for the year ended August 31, 2006, and with the information under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report onForm 10-K for the year ended August 31, 2006.

     We use the terms “we,” “our Company,” “our” and “us” in this report to refer to Accenture SCA and its subsidiaries. All references to years, unless otherwise noted, refer to our fiscal year, which ends on August 31. For example, a reference to “fiscal 2006” means the 12-month period that ended on August 31, 2006. All references to quarters, unless otherwise noted, refer to the quarters of our fiscal year.

Disclosure Regarding Forward-Looking Statements

     This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) relating to our operations, results of operations and other matters that are based on our current expectations, estimates, assumptions and projections. Words such as “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates” and similar expressions are used to identify these forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed or forecast in these forward-looking statements. Risks, uncertainties and other factors that might cause such differences, some of which could be material, include, but are not limited to:

• 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 management consulting, systems integration and technology, and outsourcing markets are highly competitive, and we might not be able to compete effectively.

• Our results of operations could be affected by economic and political conditions and the effects of these conditions on our clients’ businesses and levels of business activity.

• Our work with government clients exposes us to additional risks inherent in the government contracting process.

• Our business could be adversely affected if our clients are not satisfied with our services.

• Our business could be negatively affected if we incur legal liability in connection with providing our solutions and services.

• Our results of operations could be adversely affected if our clients terminate their contracts with us on short notice.

• Outsourcing services are a significant part of our business and subject us to operational and financial risk.

• We could be subject to liabilities if our subcontractors or the third parties with whom we partner cannot deliver their project contributions on time or at all.

• Our results of operations may be affected by the rate of growth in the use of technology in business and the type and level of technology spending by our clients.

• Our profitability could suffer if we are not able to maintain favorable pricing rates.

• Our profitability could suffer if we are not able to maintain favorable utilization rates.

• If our pricing structures do not accurately anticipate the cost and complexity of performing our work, then our contracts could be unprofitable.

15

• Many of our contracts utilize performance pricing that links some of our fees to the attainment of various performance or business targets. This could increase the variability of our revenues and margins.

• Our alliance relationships may not be successful.

• Our global operations are subject to complex risks, some of which might be beyond our control.

• Our profitability could suffer if we are not able to control our costs.

• If we are unable to attract, retain and motivate employees or efficiently utilize their skills, we might not be able to compete effectively and will not be able to grow our business.

• If we are unable to collect our receivables or amounts extended to our clients as financing, our results of operations could be adversely affected.

• Tax legislation and negative publicity related to Bermuda companies such as our general partner, Accenture Ltd (“Accenture”), could lead to an increase in our tax burden or affect our relationships with our clients.

• Our services or solutions could infringe upon the intellectual property rights of others or we might lose our ability to utilize the intellectual property of others.

• We have only a limited ability to protect our intellectual property rights, which are important to our success.

• If we are unable to manage the organizational challenges associated with the size and expansion of our company, we might be unable to achieve our business objectives.

• We might acquire other businesses or technologies, and there is a risk that we might not successfully integrate them with our business or might otherwise fail to achieve our strategic objectives.

• The share price of Accenture Ltd Class A common shares and, consequently, the market value of Accenture SCA Class I common shares, could be adversely affected from time to time by sales, or the anticipation of future sales, of Accenture Ltd Class A common shares held by our employees and former employees or received upon the redemption of Accenture SCA Class I common shares.

• The share price of Accenture Ltd Class A common shares has fluctuated in the past and could continue to fluctuate, including in response to variability in revenues, operating results and profitability, and as a result our share price could be difficult to predict.

• Our share price could be adversely affected if we are unable to maintain effective internal controls.

• We are registered in Luxembourg and a significant portion of our assets are located outside the United States. As a result, it might not be possible for shareholders to enforce civil liability provisions of the Federal or state securities laws of the United States.

• Luxembourg law differs from the laws in effect in the United States and might afford less protection to shareholders.

• We might be unable to access additional capital on favorable terms or at all. If we raise equity capital, it may dilute our shareholders’ ownership interest in us.

     For a more detailed discussion of these factors, see the information under the heading “Risk Factors” beginning on page 32 herein and in our Annual Report on Form 10-K for the year ended August 31, 2006. We undertake no obligation to update or revise any forward-looking statements.

Overview

     Revenues are driven by the ability of our executives to secure new contracts and to deliver solutions and services that add value to our clients. Our ability to add value to clients and therefore drive revenues depends in part on our ability to deliver market-leading service offerings and to deploy skilled teams of professionals quickly and on a global basis.

16

     Our results of operations are also affected by the economic conditions, levels of business activity and rates of change in the industries we serve, as well as by the pace of technological change and the type and level of technology spending by our clients. The ability to identify and capitalize on these market and technological changes early in their cycles is a key driver of our performance. The current economic environment continues to stimulate the technology spending of many companies. We are also continuing to see strong demand for our services. We continue to expect that revenue growth rates across our segments for the fourth quarter of fiscal 2007 may vary from prior quarters as economic conditions vary in different industries and geographic markets.

     Revenues before reimbursements for the three and nine months ended May 31, 2007 were $5.08 billion and $14.59 billion, respectively, compared with $4.41 billion and $12.68 billion for the three and nine months ended May 31, 2006, respectively, increases of 15% for both periods in U.S. dollars and 9% and 10%, respectively, in local currency terms.

     Consulting revenues before reimbursements for the three and nine months ended May 31, 2007 were $3.08 billion and $8.82 billion, respectively, compared with $2.66 billion and $7.70 billion for the three and nine months ended May 31, 2006, respectively, increases of 16% and 15%, respectively, in U.S. dollars and 9% and 10%, respectively, in local currency terms.

     Outsourcing revenues before reimbursements for the three and nine months ended May 31, 2007 were $2.00 billion and $5.77 billion, respectively, compared with $1.75 billion and $4.98 billion for the three and nine months ended May 31, 2006, respectively, increases of 15% and 16%, respectively, in U.S. dollars and 9% and 11%, respectively, in local currency terms. Outsourcing contracts typically have longer terms than consulting contracts and generally have lower gross margins than consulting contracts, particularly in the first year. Long-term relationships with many of our clients continue to contribute to our success in growing our outsourcing business. Consistent with broader market trends, our recently signed outsourcing contracts are of shorter duration and therefore of smaller value than they have been in the past. Despite this, our average annualized revenue per contract is steady. Long-term, complex outsourcing contracts, including their consulting components, require ongoing review of their terms and scope of work in light of our clients’ evolving business needs and our performance expectations. Should the size or number of modifications to these arrangements increase, as our business continues to grow and these contracts evolve, we may experience increased variability in expected cash flows, revenues and profitability.

     As we are a global company, our revenues are denominated in multiple currencies and may be significantly affected by currency exchange-rate fluctuations. During the majority of fiscal 2006, the weakening of various currencies versus the U.S. dollar resulted in an unfavorable currency translation and decreased our reported revenues, operating expenses and operating income. In the first three quarters of fiscal 2007, the U.S. dollar weakened against many currencies, resulting in favorable currency translation and greater reported U.S. dollar revenues, operating expenses and operating income compared to the same period in the prior year. If this trend continues in the remainder of fiscal 2007, our U.S. dollar revenue growth will be higher than our growth in local currency terms. In the future, if the U.S. dollar strengthens against other currencies, our U.S. dollar revenue growth may be lower than our growth in local currency terms.

     The primary categories of operating expenses are cost of services, sales and marketing and general and administrative costs. Cost of services is primarily driven by the cost of client-service personnel, which consists mainly of compensation, sub-contractor and other personnel costs, and non-payroll outsourcing costs. Cost of services as a percentage of revenues is driven by the prices we obtain for our solutions and services, the utilization of our client-service personnel and the level of non-payroll costs associated with the growth of new outsourcing contracts. Utilization represents the percentage of our professionals’ time spent on billable work. Sales and marketing expense is driven primarily by business-development activities, the development of new service offerings and client-targeting, image-development and brand-recognition activities. General and administrative costs primarily include costs for non-client-facing personnel, information systems and office space, which we seek to manage, as a percentage of revenues, at levels consistent with or lower than levels in prior-year periods. Operating expenses also include reorganization costs and benefits, which may vary substantially from year to year.

     Gross margin (revenues before reimbursements less cost of services before reimbursements as a percentage of revenues before reimbursements) for the three and nine months ended May 31, 2007 was 31.7% and 30.5%, respectively, compared with 33.0% and 28.7% for the three and nine months ended May 31, 2006, respectively. The decrease in gross margin for the three months ended May 31, 2007 was principally due to the impact of revenues recognized in connection with a contract termination in our Retail industry group within our Products operating group during fiscal 2006 and higher annual bonus accruals during fiscal 2007. In the second quarter of fiscal 2006, we recorded a $450 million loss provision as a result of adverse developments associated with the NHS Contracts (as defined below). The increase in gross margin for the nine months ended May 31, 2007 was principally due to this loss provision, partially offset by higher annual bonus accruals during fiscal 2007.

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     Our cost-management strategy is to anticipate changes in demand for our services and to identify cost-management initiatives. A primary element of this strategy is to aggressively plan and manage our payroll costs to meet the anticipated demand for our services, given that payroll costs are the most significant portion of our operating expenses.

     Annualized attrition in the third quarter of fiscal 2007 was 18%, excluding involuntary terminations, up from the second quarter of fiscal 2007, but consistent with quarterly trends we historically experience in the third quarter. We continue to add substantial numbers of new employees and will continue to actively recruit new employees to balance our mix of skills and resources to meet current and projected future demands, replace departing employees and expand our global sourcing approach, which includes our Global Delivery Network and other capabilities around the world. We have adjusted compensation in fiscal 2007 in certain skill sets and geographies in order to attract and retain appropriate numbers of qualified employees and we may need to continue to adjust compensation in the future. As in previous fiscal years, we have adjusted and expect to continue to adjust pricing with the objective of recovering these increases. Our margins and ability to grow our business could be adversely affected if we do not continue to manage attrition, recover increases in compensation and effectively assimilate and utilize large numbers of new employees.

     Sales and marketing and general and administrative costs as a percentage of revenues before reimbursements were 18.1% and 17.7% for the three and nine months ended May 31, 2007, respectively, compared with 18.5% and 18.6% for the three and nine months ended May 31, 2006, respectively. The decrease in these costs as a percentage of revenues before reimbursements for the nine months ended May 31, 2007 was primarily due to higher utilization of our client-service personnel on contracts and lower spending on facilities and technology costs as a percentage of revenues before reimbursements.

     Operating income as a percentage of revenues before reimbursements decreased to 13.4% for the three months ended May 31, 2007, from 15.7% for the three months ended May 31, 2006. Excluding the effects of reorganization benefits, operating income as a percentage of revenues before reimbursements for the three months ended May 31, 2007 decreased 0.9 percentage points compared with the three months ended May 31, 2006. This decrease was principally due to the impact of revenues recognized in connection with a contract termination in our Retail industry group within our Products operating group during fiscal 2006 and higher annual bonus accruals during fiscal 2007. Operating income as a percentage of revenues before reimbursements increased to 12.7% for the nine months ended May 31, 2007, from 10.6% for the nine months ended May 31, 2006. Excluding the effects of reorganization benefits, operating income as a percentage of revenues before reimbursements for the nine months ended May 31, 2007 increased 2.7 percentage points compared with the nine months ended May 31, 2006. This increase was principally due to a $450 million loss provision associated with the NHS Contracts recorded during the second quarter of fiscal 2006, partially offset by higher annual bonus accruals during fiscal 2007.

The NHS Contracts

     We previously entered into certain large, long-term contracts (the “NHS Contracts”) to provide systems and services to the National Health Service in England (the “NHS”). On September 28, 2006, we entered into an agreement (the “NHS Transfer Agreement”) to transfer to a third party all of our rights and obligations under the NHS Contracts, except those relating to the Picture Archiving Communication System. The transfer and substantially all related activities were completed in the second quarter of fiscal 2007 for less than the maximum $125 million loss we previously estimated we would incur this fiscal year, and no material obligations remain.

Bookings and Backlog

     New contract bookings for the three months ended May 31, 2007 were $6,221 million, with consulting bookings of $3,495 million and outsourcing bookings of $2,726 million. New contract bookings for the nine months ended May 31, 2007 were $17,028 million, with consulting bookings of $9,525 million and outsourcing bookings of $7,503 million.

     We provide information regarding our new contract bookings because we believe doing so provides useful trend information regarding changes in the volume of our new business over time. However, new bookings can vary significantly quarter to quarter depending on the timing of the signing of a small number of large contracts. Information regarding our new bookings is not comparable to, nor should it be substituted for, an analysis of our revenues over time. There are no third-party standards or requirements governing the calculation of bookings. New contract bookings involve estimates and judgments regarding new contracts as well as renewals, extensions and additions to existing contracts. Subsequent cancellations, extensions and other matters may affect

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the amount of bookings previously reported. New contract bookings are recorded using then existing currency exchange rates and are not subsequently adjusted for currency fluctuations.

     The majority of our contracts are terminable by the client on short notice or without notice. Accordingly, we do not believe it is appropriate to characterize bookings attributable to these contracts as backlog. Normally, if a client terminates a project, the client remains obligated to pay for commitments we have made to third parties in connection with the project, services performed and reimbursable expenses incurred by us through the date of termination.

Critical Accounting Policies and Estimates

     For a description of our critical accounting policies and estimates, see our Annual Report on Form 10-K for the year ended August 31, 2006.

Revenues by Segment/Operating Group

     Our five reportable operating segments are our operating groups, which are Communications & High Tech, Financial Services, Government, Products and Resources. Operating groups are managed on the basis of revenues before reimbursements because our management believes revenues before reimbursements are a better indicator of operating group performance than revenues. From time to time, our operating groups work together to sell and implement certain contracts. The resulting revenues and costs from these contracts may be apportioned among the participating operating groups. Generally, operating expenses for each operating group have similar characteristics and are subject to the same factors, pressures and challenges. However, the economic environment and its effects on the industries served by our operating groups affect revenues and operating expenses within our operating groups to differing degrees. The mix between consulting and outsourcing is not uniform among our operating groups. Local-currency fluctuations also tend to affect our operating groups differently, depending on the geographic concentrations and locations of their businesses.

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     Revenues for each of our operating groups, geographic regions and types of work were as follows:

											Percent of Total
											Revenues Before
								Percent			Reimbursements for
	Three Months Ended				Percent			Increase			the Three Months
	May 31,				Increase			Local			Ended May 31,
	2007		2006		US$			Currency			2007			2006
	(in millions)
OPERATING GROUPS
Communications & High Tech	$	1,201	$	1,079		11	%		5	%		24	%		24	%
Financial Services		1,107		922		20			12			22			21
Government		638		599		7			2			12			14
Products		1,280		1,117		15			9			25			25
Resources		850		687		24			18			17			16
Other		6		4		n/m			n/m			—			—
TOTAL Revenues Before Reimbursements		5,082		4,408		15	%		9	%		100	%		100	%
Reimbursements		462		397		16
TOTAL REVENUES	$	5,544	$	4,805		15	%
GEOGRAPHY
Americas	$	2,157	$	2,018		7	%		6	%		42	%		46	%
EMEA (1)		2,468		2,073		19			8			49			47
Asia Pacific		457		317		44			37			9			7
TOTAL Revenues Before Reimbursements	$	5,082	$	4,408		15	%		9	%		100	%		100	%
TYPE OF WORK
Consulting	$	3,076	$	2,657		16	%		9	%		61	%		60	%
Outsourcing		2,006		1,751		15			9			39			40
TOTAL Revenues Before Reimbursements	$	5,082	$	4,408		15	%		9	%		100	%		100	%

n/m = not meaningful

(1) EMEA includes Europe, the Middle East and Africa.

Three Months Ended May 31, 2007 Compared to Three Months Ended May 31, 2006

   Revenues

     Our Communications & High Tech operating group achieved revenues before reimbursements of $1,201 million for the three months ended May 31, 2007, compared with $1,079 million for the three months ended May 31, 2006, an increase of 11% in U.S. dollars and 5% in local currency terms, primarily driven by consulting growth in our Asia Pacific and EMEA regions and outsourcing growth across all geographic regions. Strong growth in our Communications industry group in our Asia Pacific and EMEA regions was partially offset by a consulting revenue decline in our Communications industry group in our Americas region.

     Our Financial Services operating group achieved revenues before reimbursements of $1,107 million for the three months ended May 31, 2007, compared with $922 million for the three months ended May 31, 2006, an increase of 20% in U.S. dollars and 12% in local currency terms, with both consulting and outsourcing contributing to the growth. The increase was primarily driven by growth in our Capital Markets industry group across all geographic regions and our Banking and Insurance industry groups in our EMEA region.

     Our Government operating group achieved revenues before reimbursements of $638 million for the three months ended May 31, 2007, compared with $599 million for the three months ended May 31, 2006, an increase of 7% in U.S. dollars and 2% in local currency terms. The increase was primarily driven by consulting growth across all geographic regions.

     Our Products operating group achieved revenues before reimbursements of $1,280 million for the three months ended May 31, 2007, compared with $1,117 million for the three months ended May 31, 2006, an increase of 15% in U.S. dollars and 9% in local currency terms. The increase was primarily driven by strong growth in our Americas region, principally in our Retail and Health &

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Life Sciences industry groups, and in our EMEA region in our Consumer Goods & Services and Industrial Equipment industry groups. These increases more than offset an expected revenue decline in our Retail industry group in our EMEA region related to revenue recognized in connection with a contract termination during fiscal 2006.

     Our Resources operating group achieved revenues before reimbursements of $850 million for the three months ended May 31, 2007, compared with $687 million for the three months ended May 31, 2006, an increase of 24% in U.S. dollars and 18% in local currency terms, primarily driven by strong consulting growth across all geographic regions and strong outsourcing growth in our EMEA region. We experienced strong growth in our Energy, Utilities and Chemicals industry groups.

     In our Americas region, we achieved revenues before reimbursements of $2,157 million for the three months ended May 31, 2007, compared with $2,018 million for the three months ended May 31, 2006, an increase of 7% in U.S. dollars and 6% in local currency terms. Growth was principally driven by our business in the United States and Brazil.

     In our EMEA region, we achieved revenues before reimbursements of $2,468 million for the three months ended May 31, 2007, compared with $2,073 million for the three months ended May 31, 2006, an increase of 19% in U.S. dollars and 8% in local currency terms. Growth was principally driven by our business in Spain, the Netherlands, Italy and Germany.

     In our Asia Pacific region, we achieved revenues before reimbursements of $457 million for the three months ended May 31, 2007, compared with $317 million for the three months ended May 31, 2006, an increase of 44% in U.S. dollars and 37% in local currency terms. Growth was principally driven by our business in Australia and Japan.

Operating Expenses

     Operating expenses for the three months ended May 31, 2007 were $4,862 million, an increase of $747 million, or 18%, over the three months ended May 31, 2006, and increased as a percentage of revenues to 87.7% from 85.6% during this period. Operating expenses before reimbursable expenses for the three months ended May 31, 2007 were $4,400 million, an increase of $682 million, or 18%, over the three months ended May 31, 2006, and increased as a percentage of revenues before reimbursements to 86.6% from 84.3% over this period. Excluding the effects of reorganization benefits recorded in fiscal 2006, operating expenses as a percentage of revenues before reimbursements for the three months ended May 31, 2007 increased 0.9 percentage points compared with the three months ended May 31, 2006.

Cost of Services

     Cost of services for the three months ended May 31, 2007 was $3,934 million, an increase of $582 million, or 17%, over the three months ended May 31, 2006, and increased as a percentage of revenues to 71.0% from 69.7% over this period. Cost of services before reimbursable expenses for the three months ended May 31, 2007 was $3,472 million, an increase of $518 million, or 18%, over the three months ended May 31, 2006, and increased as a percentage of revenues before reimbursements to 68.3% from 67.0% over this period. Gross margin (revenues before reimbursements less cost of services before reimbursements as a percentage of revenues before reimbursements) decreased to 31.7% from 33.0% during this period. The increase in Cost of services as a percentage of revenues before reimbursements and decrease in gross margin were principally due to the impact of revenues recognized in connection with a contract termination in our Retail industry group within our Products operating group during fiscal 2006 and higher annual bonus accruals during fiscal 2007.

Sales and Marketing

     Sales and marketing expense for the three months ended May 31, 2007 was $499 million, an increase of $45 million, or 10%, over the three months ended May 31, 2006, and decreased as a percentage of revenues before reimbursements to 9.8% from 10.3% over this period. This decrease as a percentage of revenues before reimbursements was primarily due to lower market- and business- development costs as a percentage of revenues before reimbursements.

General and Administrative Costs

     General and administrative costs for the three months ended May 31, 2007 were $422 million, an increase of $60 million, or 17%, over the three months ended May 31, 2006, and increased as a percentage of revenues before reimbursements to 8.3% from 8.2% over this period.

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Reorganization Costs (Benefits)

     We recorded net reorganization costs of $7 million for the three months ended May 31, 2007 related to interest expense associated with our reorganization liabilities. As of May 31, 2007, the remaining liability for reorganization costs was $390 million, of which $361 million was classified as current liabilities because expirations of statutes of limitations could occur within 12 months. During the three months ended May 31, 2006, we recorded net reorganization benefits of $52 million, which included a $58 million reduction in reorganization liabilities offset by $6 million of interest expense associated with carrying these liabilities. In fiscal 2006, the reduction in the liabilities was primarily due to final determinations of certain reorganization liabilities established in connection with our transition to a corporate structure in 2001. For additional information, refer to Footnote 2 (Reorganization Costs (Benefits)) to our Consolidated Financial Statements under Item 1, “Financial Statements.” We anticipate that reorganization liabilities will be substantially diminished by the end of fiscal 2008 because we expect final determinations will have occurred. However, resolution of current tax audits, initiation of additional audits or litigation may delay final settlements. Final settlement will result in a payment on a final settlement and/or recording a reorganization benefit or cost in our Consolidated Income Statement.

Operating Income

     Operating income for the three months ended May 31, 2007 was $682 million, a decrease of $8 million, or 1%, from the three months ended May 31, 2006, and decreased as a percentage of revenues before reimbursements to 13.4% from 15.7% over this period. Excluding the effects of reorganization benefits recorded in fiscal 2006, operating income as a percentage of revenues before reimbursements for the three months ended May 31, 2007 decreased 0.9 percentage points compared with the three months ended May 31, 2006. Operating income for each of the operating groups was as follows:

	Three Months Ended May 31,
								Effect of		Net
					Increase			Reorganization		Increase
	2007		2006		(Decrease)			Benefits (1)		(Decrease) (2)
					(in millions)
Communications & High Tech	$	168	$	173	$	(5	)	$	14	$	8
Financial Services		106		126		(20	)		12		(8	)
Government		75		66		9			9		17
Products		193		230		(37	)		14		(23	)
Resources		140		95		45			9		54
Total	$	682	$	690	$	(8	)	$	58	$	50

(1)	Represents the effect of reorganization benefits recorded during the three months ended May 31, 2006.
(2)	May not total due to rounding.

     The following Operating income commentary by operating group excludes the effect of reorganization benefits recorded in fiscal 2006:

• Communications & High Tech operating income increased due to revenue growth, offset by higher annual bonus accruals and a decline in contract margins due to a lower proportion of high-margin consulting contracts.

• Financial Services operating income decreased due to delivery inefficiencies on several contracts and higher annual bonus accruals, partially offset by revenue growth and lower sales and marketing costs as a percentage of revenues before reimbursements.

• Government operating income increased due to revenue growth and improved consulting contract margins, partially offset by higher annual bonus accruals.

• Products operating income decreased due to the impact of revenue recognized in connection with a contract termination in our Retail industry group in our EMEA region during the three months ended May 31, 2006 and to higher annual bonus accruals during the three months ended May 31, 2007, partially offset by strong revenue growth and improved consulting contract margins.

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• Resources operating income increased due to strong revenue growth and improved contract margins, partially offset by higher annual bonus accruals.

Gain on Investments, net

     Gain on investments, net for the three months ended May 31, 2007 was $10 million, an increase of $10 million over the three months ended May 31, 2006. The increase resulted primarily from a gain on the sale of a remaining investment from our portfolio of investments that was written down in fiscal 2002.

Interest Income

     Interest income for the three months ended May 31, 2007 was $41 million, an increase of $9 million, or 29%, over the three months ended May 31, 2006. The increase resulted primarily from an increase in interest rates and higher average cash balances.

Other Expense

     Other expense for the three months ended May 31, 2007 was $16 million, an increase of $11 million over the three months ended May 31, 2006. The increase resulted primarily from an increase in net foreign currency exchange losses.

Provision for Income Taxes

     The effective tax rates for the three months ended May 31, 2007 and 2006 were 33.3% and 29.9%, respectively. Our forecasted fiscal 2007 recurring effective tax rate, excluding the impact of a discrete item recorded in the second quarter of fiscal 2007, is 34.3%.

     The fiscal 2006 annual effective tax rate was 25.5%. The forecasted fiscal 2007 recurring effective tax rate is higher than the fiscal 2006 annual effective tax rate primarily due to benefits recorded in fiscal 2006 related to final determinations of prior-year tax liabilities, which reduced the fiscal 2006 annual effective tax rate by 10.8 percentage points.

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Nine Months Ended May 31, 2007 Compared to Nine Months Ended May 31, 2006

     Revenues for each of our operating groups, geographic regions and types of work were as follows:

											Percent of Total
											Revenues Before
								Percent			Reimbursements for
	Nine Months Ended							Increase			the Nine Months
	May 31,				Percent			Local			Ended May 31,
	2007		2006		Increase US $			Currency			2007			2006
	(in millions)
OPERATING GROUPS
Communications & High Tech	$	3,383	$	3,153		7	%		3	%		23	%		25	%
Financial Services		3,226		2,610		24			17			22			20
Government		1,921		1,795		7			4			13			14
Products		3,640		3,138		16			11			25			25
Resources		2,400		1,976		21			17			17			16
Other		16		8		n/m			n/m			—			—
TOTAL Revenues Before Reimbursements		14,586		12,680		15	%		10	%		100	%		100	%
Reimbursements		1,293		1,159		12
TOTAL REVENUES	$	15,879	$	13,839		15	%
GEOGRAPHY
Americas	$	6,290	$	5,772		9	%		8	%		43	%		46	%
EMEA		7,104		5,998		18			10			49			47
Asia Pacific		1,192		910		31			27			8			7
TOTAL Revenues Before Reimbursements	$	14,586	$	12,680		15	%		10	%		100	%		100	%
TYPE OF WORK
Consulting	$	8,819	$	7,699		15	%		10	%		60	%		61	%
Outsourcing		5,767		4,981		16			11			40			39
TOTAL Revenues Before Reimbursements	$	14,586	$	12,680		15	%		10	%		100	%		100	%

Revenues

     Our Communications & High Tech operating group achieved revenues before reimbursements of $3,383 million for the nine months ended May 31, 2007, compared with $3,153 million for the nine months ended May 31, 2006, an increase of 7% in U.S. dollars and 3% in local currency terms, primarily driven by outsourcing growth across all industry groups and geographic regions. Strong growth in our Communications industry group in our Asia Pacific and EMEA regions was partially offset by a consulting revenue decline in our Communications industry group in our Americas region.

     Our Financial Services operating group achieved revenues before reimbursements of $3,226 million for the nine months ended May 31, 2007, compared with $2,610 million for the nine months ended May 31, 2006, an increase of 24% in U.S. dollars and 17% in local currency terms, with both consulting and outsourcing contributing to the growth. The increase was primarily driven by growth in our Banking industry group in our EMEA region and our Capital Markets and Insurance industry groups in our EMEA and Americas regions.

     Our Government operating group achieved revenues before reimbursements of $1,921 million for the nine months ended May 31, 2007, compared with $1,795 million for the nine months ended May 31, 2006, an increase of 7% in U.S. dollars and 4% in local currency terms. The increase was primarily driven by consulting growth in our Americas and EMEA regions and outsourcing growth in our Asia Pacific and EMEA regions.

     Our Products operating group achieved revenues before reimbursements of $3,640 million for the nine months ended May 31, 2007, compared with $3,138 million for the nine months ended May 31, 2006, an increase of 16% in U.S. dollars and 11% in local currency terms, with both consulting and outsourcing contributing to the growth. The increase was primarily driven by strong growth in our Americas region, principally in our Retail, Health & Life Sciences and Transportation & Travel Services industry groups, and in our EMEA region, principally in our Consumer Goods & Services, Health & Life Sciences and Industrial Equipment industry

24

groups. These increases more than offset an expected revenue decline in our Retail industry group in our EMEA region during the nine months ended May 31, 2007.

     Our Resources operating group achieved revenues before reimbursements of $2,400 million for the nine months ended May 31, 2007, compared with $1,976 million for the nine months ended May 31, 2006, an increase of 21% in U.S. dollars and 17% in local currency terms, primarily driven by strong consulting growth across all geographic regions and strong outsourcing growth in our EMEA region. We experienced strong growth across all four industry groups: Energy, Utilities, Chemicals and Natural Resources.

     In our Americas region, we achieved revenues before reimbursements of $6,290 million for the nine months ended May 31, 2007, compared with $5,772 million for the nine months ended May 31, 2006, an increase of 9% in U.S. dollars and 8% in local currency terms. Growth was principally driven by our business in the United States, Brazil and Canada.

     In our EMEA region, we achieved revenues before reimbursements of $7,104 million for the nine months ended May 31, 2007, compared with $5,998 million for the nine months ended May 31, 2006, an increase of 18% in U.S. dollars and 10% in local currency terms. Growth was principally driven by our business in Spain, the Netherlands, Italy and Germany.

     In our Asia Pacific region, we achieved revenues before reimbursements of $1,192 million for the nine months ended May 31, 2007, compared with $910 million for the nine months ended May 31, 2006, an increase of 31% in U.S. dollars and 27% in local currency terms. Growth was principally driven by our business in Australia, Japan and Singapore.

Operating Expenses

     Operating expenses for the nine months ended May 31, 2007 were $14,029 million, an increase of $1,529 million, or 12%, over the nine months ended May 31, 2006, and decreased as a percentage of revenues to 88.3% from 90.3% during this period. Operating expenses before reimbursable expenses for the nine months ended May 31, 2007 were $12,735 million, an increase of $1,395 million, or 12%, over the nine months ended May 31, 2006, and decreased as a percentage of revenues before reimbursements to 87.3% from 89.4% over this period. Excluding the effects of reorganization benefits recorded in fiscal 2006, operating expenses as a percentage of revenues before reimbursements for the nine months ended May 31, 2007 decreased 2.7 percentage points compared with the nine months ended May 31, 2006.

Cost of Services

     Cost of services for the nine months ended May 31, 2007 was $11,432 million, an increase of $1,236 million, or 12%, over the nine months ended May 31, 2006, and decreased as a percentage of revenues to 72.0% from 73.7% over this period. Cost of services before reimbursable expenses for the nine months ended May 31, 2007 was $10,139 million, an increase of $1,101 million, or 12%, over the nine months ended May 31, 2006, and decreased as a percentage of revenues before reimbursements to 69.5% from 71.3% over this period. Gross margin (revenues before reimbursements less cost of services before reimbursements as a percentage of revenues before reimbursements) increased to 30.5% from 28.7% during this period. In the second quarter of fiscal 2006, we recorded a $450 million loss provision reflected in Cost of services of our Government and Products operating groups as a result of adverse developments associated with the NHS Contracts. The decrease in Cost of services as a percentage of revenues before reimbursements and increase in gross margin were principally due to this loss provision, partially offset by higher annual bonus accruals during fiscal 2007.

Sales and Marketing

     Sales and marketing expense for the nine months ended May 31, 2007 was $1,371 million, an increase of $115 million, or 9%, over the nine months ended May 31, 2006, and decreased as a percentage of revenues before reimbursements to 9.4% from 9.9% over this period. This decrease as a percentage of revenues before reimbursements was primarily due to lower costs resulting from higher utilization of our client-service personnel on contracts.

General and Administrative Costs

     General and administrative costs for the nine months ended May 31, 2007 were $1,206 million, an increase of $105 million, or 10%, over the nine months ended May 31, 2006, and decreased as a percentage of revenues before reimbursements to 8.3% from 8.7% during this period.

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Reorganization Costs (Benefits)

     We recorded net reorganization costs of $19 million for the nine months ended May 31, 2007 related to interest expense associated with our reorganization liabilities. As of May 31, 2007, the remaining liability for reorganization costs was $390 million, of which $361 million was classified as current liabilities because expirations of statutes of limitations could occur within 12 months. During the nine months ended May 31, 2006, we recorded net reorganization benefits of $54 million, which included a $72 million reduction in reorganization liabilities offset by $18 million of interest expense associated with carrying these liabilities. In fiscal 2006, the reduction in the liabilities was primarily due to final determinations of certain reorganization liabilities established in connection with our transition to a corporate structure in 2001. For additional information, refer to Footnote 2 (Reorganization Costs (Benefits)) to our Consolidated Financial Statements under Item 1, “Financial Statements.” We anticipate that reorganization liabilities will be substantially diminished by the end of fiscal 2008 because we expect final determinations will have occurred. However, resolution of current tax audits, initiation of additional audits or litigation may delay final settlements. Final settlement will result in a payment on a final settlement and/or recording a reorganization benefit or cost in our Consolidated Income Statement.

Operating Income

     Operating income for the nine months ended May 31, 2007 was $1,851 million, an increase of $511 million, or 38%, over the nine months ended May 31, 2006, and increased as a percentage of revenues before reimbursements to 12.7% from 10.6% over this period. Excluding the effects of reorganization benefits recorded in fiscal 2006, operating income as a percentage of revenues before reimbursements for the nine months ended May 31, 2007 increased 2.7 percentage points compared with the nine months ended May 31, 2006. Operating income (loss) for each of the operating groups was as follows:

	Nine Months Ended May 31,
									Effect of		Net
						Increase			Reorganization		Increase
	2007		2006			(Decrease)			Benefits (1)		(Decrease) (2)
						(in millions)
Communications & High Tech	$	416	$	523		$	(107	)	$	17	$	(90	)
Financial Services		344		310			34			15		50
Government		196		(9	)		205			11		216
Products		540		265			275			18		293
Resources		355		251			104			11		116
Total	$	1,851	$	1,340		$	511		$	72	$	585

(1)	Represents the effect of reorganization benefits recorded during the nine months ended May 31, 2006.
(2)	May not total due to rounding.

     The following Operating income commentary by operating group excludes the effect of reorganization benefits recorded in fiscal 2006:

• Communications & High Tech operating income decreased due to higher compensation costs and a decline in contract margins due to a lower proportion of high-margin consulting contracts.

• Financial Services operating income increased due to revenue growth, higher utilization and lower sales and marketing costs as a percentage of revenues before reimbursements, partially offset by higher compensation costs and delivery inefficiencies on several contracts.

• Government recorded operating income for the nine months ended May 31, 2007, compared to an operating loss for the nine months ended May 31, 2006 due to the impact of a $225 million loss provision associated with the NHS Contracts recorded during the second quarter of fiscal 2006. The fiscal 2007 operating income also reflects revenue growth and improved consulting contract margins, offset by higher compensation costs and asset impairments associated with an outsourcing contract recorded during the first quarter of fiscal 2007.

• Products operating income increased due to strong revenue growth and improved consulting contract margins, partially offset by higher compensation costs. The fiscal 2007 operating income also increased due to the impact of a $225 million loss

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	provision associated with the NHS Contracts recorded during the second quarter of fiscal 2006, partially offset by the impact of revenue recognized in connection with a contract termination in our Retail industry group in our EMEA region during the third quarter of fiscal 2006.
•	Resources operating income increased due to strong revenue growth and improved contract margins, partially offset by higher compensation costs.

     Higher compensation costs for the nine months ended May 31, 2007 resulted from higher annual bonus accruals and market compensation adjustments in certain skill sets and geographies.

Gain on Investments, net

     Gain on investments, net for the nine months ended May 31, 2007 was $13 million, an increase of $10 million over the nine months ended May 31, 2006. The increase resulted primarily from a gain on the sale of a remaining investment from our portfolio of investments that was written down in fiscal 2002.

Interest Income

     Interest income for the nine months ended May 31, 2007 was $112 million, an increase of $25 million, or 29%, over the nine months ended May 31, 2006. The increase resulted primarily from an increase in interest rates and higher average cash balances.

Other Expense

     Other expense for the nine months ended May 31, 2007 was $22 million, an increase of $4 million over the nine months ended May 31, 2006. The increase resulted primarily from an increase in net foreign currency exchange losses.

Provision for Income Taxes

     The effective tax rates for the nine months ended May 31, 2007 and 2006 were 33.2% and 33.4%, respectively. Our forecasted fiscal 2007 recurring effective tax rate, excluding the impact of the discrete item recorded in the second quarter of fiscal 2007, is 34.3%. Our effective tax rate for the nine months ended May 31, 2007 includes the benefit of a reduction in the valuation allowance on our deferred tax assets, which was reported as a discrete item in the second quarter of fiscal 2007. This discrete item reduced the effective tax rate for the nine months ended May 31, 2007 by 1.1 percentage points.

     The fiscal 2006 annual effective tax rate was 25.5%. The forecasted fiscal 2007 recurring effective tax rate is higher than the fiscal 2006 annual effective tax rate primarily due to benefits recorded in fiscal 2006 related to final determinations of prior-year tax liabilities, which reduced the fiscal 2006 annual effective tax rate by 10.8 percentage points.

Liquidity and Capital Resources

     Our primary sources of liquidity are cash flows from operations, debt capacity available under various credit facilities and available cash reserves. We may also be able to raise additional funds through public or private debt or equity financings in order to:

• 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.

     As of May 31, 2007, cash and cash equivalents of $3,094 million combined with $352 million of liquid fixed-income securities that are classified as investments on our Consolidated Balance Sheet totaled $3,446 million, compared with $3,530 million as of August 31, 2006, a decrease of $84 million.

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     Cash flows from operating, investing and financing activities, as reflected in the Consolidated Cash Flows Statements, are summarized in the following table:

	Nine Months Ended May 31,
	2007			2006			Change
	(in millions)
Net cash provided by (used in):
Operating activities	$	1,854		$	1,858		$	(4	)
Investing activities		(116	)		80			(196	)
Financing activities		(1,779	)		(1,719	)		(60	)
Effect of exchange rate changes on cash and cash equivalents		68			91			(23	)
Net increase in cash and cash equivalents	$	27		$	310		$	(283	)

     Operating Activities. The $4 million change in cash provided was primarily due to higher Net income and changes in operating assets and liabilities, including payments of approximately $176 million to the NHS in connection with the NHS Transfer Agreement.

     Investing Activities.The $196 million decrease in cash provided was primarily due to an increase in purchases of marketable securities, partially offset by an increase in proceeds from marketable securities and lower spending on business acquisitions in the first nine months of fiscal 2007 compared to the first nine months of fiscal 2006.

     Financing Activities.The $60 million increase in cash used was primarily driven by an increase in purchases of common shares in the first nine months of fiscal 2007 compared to the first nine months of fiscal 2006, and an increase in cash dividends paid, partially offset by an increase in cash received for Accenture Ltd Class A common shares issued under Accenture’s employee share programs. For additional information, see Footnote 6 (Material Transactions Affecting Shareholders’ Equity) to our Consolidated Financial Statements under Item 1, “Financial Statements.”

     We believe that our available cash balances and the cash flows expected to be generated from operations will be sufficient to satisfy our current and planned working capital and investment needs for the next twelve months. We also believe that our longer-term working capital and other general corporate funding requirements will be satisfied through cash flows from operations and, to the extent necessary, from our borrowing facilities and future financial market activities.

Borrowing Facilities

     As of May 31, 2007, we had the following borrowing facilities and related borrowings, including the issuance of letters of credit, for general working capital purposes:

			Borrowings
			Under
	Facility Amount		Facilities
	(in millions)
Syndicated loan facility	$	1,200	$	—
Separate bilateral, uncommitted, unsecured multicurrency revolving credit facilities		350		2
Local guaranteed and non-guaranteed lines of credit		139		—
Total	$	1,689	$	2

     Under the borrowing facilities described above, we had an aggregate of $159 million of letters of credit outstanding as of May 31, 2007. In addition, as of May 31, 2007, we had no other short-term borrowings and total outstanding debt of $27 million, which was primarily incurred in conjunction with the purchase of Accenture HR Services.

Client Financing

     In limited circumstances, we agree to extend financing to clients. The terms vary by contract, but generally we contractually link payment for services to the achievement of specified performance milestones. We finance these client obligations primarily with

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existing working capital and bank financing in the country of origin. Imputed interest is recorded at market rates in Interest income in the Consolidated Income Statement. Information pertaining to client financing was as follows:

	May 31,		August 31,
	2007		2006
	(in millions, except number of clients)
Number of clients		21		25
Client financing included in Current unbilled services	$	98	$	158
Client financing included in Non-current unbilled services		62		105
Total client financing, current and non-current	$	160	$	263

     The decrease in client financing from August 31, 2006 was primarily due to reductions in client financing balances related to the impact of the NHS Transfer Agreement.

Share Purchases and Redemptions

     The Board of Directors of Accenture has authorized funding for redemptions and repurchases of Accenture Ltd Class A common shares, Accenture SCA Class I common shares and Accenture Canada Holdings Inc. exchangeable shares held by our current and former senior executives and their permitted transferees. In addition, during the nine months ended May 31, 2007, the Board of Directors of Accenture separately authorized funding for two discounted tender offers for Accenture SCA Class I common shares.

     Our share purchase activity during the nine months ended May 31, 2007 was as follows:

					Accenture SCA Class I Common
	Accenture Ltd Class A				Shares and Accenture Canada
	Common Shares				Holdings Inc. Exchangeable Shares				Total
	Shares		Amount		Shares		Amount		Shares		Amount
Discounted Tender Offers (1)		—	$	—		16,538,239	$	485		16,538,239	$	485
Other Share Purchase Programs:
Accenture SCA Class I common shares		—		—		29,938,035		1,061		29,938,035		1,061
Accenture Canada Holdings Inc. exchangeable shares		—		—		671,263		24		671,263		24
Accenture Ltd Class A common shares (2)		9,858,011		309		—		—		9,858,011		309
Other purchases (3)		842,524		28		—		—		842,524		28
Inter-company redemptions of SCA
Class II common shares and SCA
Class III common shares (4)		—		—		10,344,732		204		10,344,732		204
Total		10,700,535	$	337		57,492,269	$	1,774		68,192,804	$	2,111

(1)

On September 11, 2006, we made a tender offer to Accenture SCA Class I common shareholders that resulted in share redemptions and purchases, effective October 11, 2006, of 7,538,172 shares at a price of $24.75 per share, resulting in a cash outlay of approximately $187 million. On March 8, 2007, we made a tender offer to Accenture SCA Class I common shareholders that resulted in share redemptions and purchases, effective April 9, 2007, of 9,000,067 shares at a price of $33.00 per share, resulting in a cash outlay of approximately $298 million.

(2)

On November 13, 2006, Accenture Finance (Gibraltar) Ltd, an indirect subsidiary of Accenture SCA, purchased 1,979,450 Accenture Ltd Class A common shares at a price of $24.75 per share, resulting in a cash outlay of approximately $49 million. On May 15, 2007, Accenture Equity Finance B.V., an indirect subsidiary of Accenture SCA, purchased 7,878,561 Accenture Ltd Class A common shares at a per share price of $33.00 or its local currency equivalent based on exchange rates applicable on

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	April 4, 2007, resulting in a cash outlay of approximately $260 million. Shares in both transactions were purchased from certain former senior executives residing outside the United States.
(3)	During the nine months ended May 31, 2007, as authorized under Accenture’s various employee equity share plans, Accenture and we acquired Accenture Ltd Class A common shares primarily via share withholding for payroll tax obligations due from employees and former employees in connection with the delivery of Accenture Ltd Class A common shares under those plans.
(4)	On November 15, 2006, we redeemed 4,832,465 Accenture SCA Class II common shares and 5,512,267 Accenture SCA Class III common shares from Accenture. These redemptions were made in transactions unrelated to publicly announced share plans or programs. Transactions involving Accenture SCA Class II and Class III common shares consist exclusively of inter-company transactions undertaken to facilitate other corporate purposes.

     On March 2, 2007, an additional $1,500 million was authorized by the Board of Directors of Accenture for purchases under Accenture’s other share purchase programs.

     As of May 31, 2007, Accenture’s available authorization was $1,049 million for other share purchase programs.

     For a complete description of all share purchase and redemption activity for the third quarter of fiscal 2007, see Part II, Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds; Issuer Purchases of Equity Securities.”

Off-Balance Sheet Arrangements

     We have various agreements by which we may be obligated to indemnify the other party with respect to certain matters. Generally, these indemnification provisions are included in contracts arising in the normal course of business under which we customarily agree to hold the indemnified party harmless against losses arising from a breach of representations related to such matters as title to assets sold, licensed or certain intellectual property rights and other matters. Payments by us under such indemnification clauses are generally conditioned on the other party making a claim. Such claims are generally subject to challenge by us and dispute resolution procedures specified in the particular contract. Furthermore, our obligations under these arrangements may be limited in terms of time and/or amount and, in some instances, we may have recourse against third parties for certain payments made by us. It is not possible to predict the maximum potential amount of future payments under these indemnification agreements due to the conditional nature of our obligations and the unique facts of each particular agreement. Historically, we have not made any payments under these agreements that have been material individually or in the aggregate. As of May 31, 2007, we were not aware of any obligations under such indemnification agreements that would require material payments.

     From time to time, we enter into contracts with clients whereby we have joint and several liability with other participants and/or third parties providing related services and products to clients. Under these arrangements, we and other parties may assume some responsibility to the client or a third party for the performance of others under the terms and conditions of the contract with or for the benefit of the client or in relation to the performance of certain contractual obligations. To date, we have not been required to make any payments under any of the contracts described in this paragraph. For further discussion of these transactions, see Footnote 7 (Commitments and Contingencies) to our Consolidated Financial Statements under Item 1, “Financial Statements.”

Newly Issued Accounting Standards

     In July 2006, the Financial Accounting Standards Board (“FASB”) issued Financial Interpretation No. 48,“Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109” (“FIN 48”), which is a change in accounting for income taxes. FIN 48 specifies how tax benefits for uncertain tax positions are to be recognized, measured and derecognized in financial statements; requires certain disclosures of uncertain tax matters; specifies how reserves for uncertain tax positions should be classified in the balance sheet; and provides transition and interim-period guidance, among other provisions. FIN 48 is effective for fiscal years beginning after December 15, 2006 and, as a result, is effective for us beginning September 1, 2007. We are currently evaluating the impact of FIN 48 on our Consolidated Financial Statements.

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     In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158,“Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 106, and 132(R)”(“SFAS No. 158”). SFAS No. 158 requires companies to recognize a net liability or asset and an offsetting adjustment to accumulated other comprehensive income to report the funded status of defined benefit pension and other postretirement benefit plans. SFAS No. 158 requires prospective application, recognition and disclosure requirements effective for our fiscal year ending August 31, 2007. Additionally, SFAS No. 158 requires companies to measure plan assets and obligations at their year-end balance sheet date. This requirement is effective for our fiscal year ending August 31, 2009. We are currently evaluating the impact of SFAS No. 158 on our Consolidated Financial Statements.

     In September 2006, the Securities and Exchange Commission (the “SEC”) issued Staff Accounting Bulletin No. 108,“Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements”(“SAB No. 108”). SAB No. 108 provides guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the purpose of a materiality assessment. SAB No. 108 is effective for fiscal years ending after November 15, 2006 and, as a result, is effective for our fiscal year ending August 31, 2007. We are currently evaluating the impact of SAB No. 108 on our Consolidated Financial Statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     During the nine months ended May 31, 2007, there were no material changes in our market risk exposure. For a discussion of our market risk associated with foreign currency risk, interest rate risk and equity price risk as of August 31, 2006, see “Quantitative and Qualitative Disclosures about Market Risk” in Part II, Item 7A, of our Annual Report on Form 10-K for the year ended August 31, 2006.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

     Based on their evaluation for the period covered by this Quarterly Report on Form 10-Q, the Chief Executive Officer and the Chief Financial Officer of Accenture Ltd, the general partner of Accenture SCA, have concluded that, as of the end of such period, our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control Over Financial Reporting

     There has been no change in our internal control over financial reporting that occurred during the third quarter of fiscal 2007 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     We are involved in a number of judicial and arbitration proceedings concerning matters arising in the ordinary course of our business. We do not expect that any of these matters, individually or in the aggregate, will have a material impact on our results of operations or financial condition.

     On April 12, 2007, the U.S. Department of Justice (the “DOJ”) intervened in a civil “qui tam” action previously filed under seal by two private individuals in the U.S. District Court for the Eastern District of Arkansas against Accenture and several of its indirect subsidiaries. The complaint alleges that, in connection with work we undertook for the U.S. federal government, we recieved payments, resale revenue, or other benefits as a result of alliance agreements we maintain with technology vendors and others in violation of our contracts with the U.S. government and/or applicable law or regulations. Similar suits were brought against other companies in our industry. The total amount of the payments, resale revenue and other benefits alleged in the complaint is $32 million. The suit alleges that these amounts were not disclosed to the government in violation of the Federal False Claims Act and the Anti-Kickback Act, among other statutes. The DOJ complaint seeks various remedies including treble damages, statutory penalties and disgorgement of profits. The suit could lead to other related proceedings by various agencies of the U.S. government, including potential suspension or debarment proceedings. We intend to defend this matter vigorously and do not believe this matter will have a material impact on our results of operations or financial condition.

     As previously reported in July 2003, we became aware of an incident of possible noncompliance with the Foreign Corrupt Practices Act and/or with Accenture’s internal controls in connection with certain of our operations in the Middle East. In 2003, we voluntarily reported the incident to the appropriate authorities in the United States promptly after its discovery. Shortly thereafter, the SEC advised us it would be undertaking an informal investigation of this incident, and the DOJ indicated it would also conduct a review. Since that time, there have been no further developments. We do not believe that this incident will have any material impact on our results of operations or financial condition.

     We currently maintain the types and amounts of insurance customary in the industries and countries in which we operate, including coverage for professional liability, general liability and management liability. We consider our insurance coverage to be adequate both as to the risks and amounts for the businesses we conduct.

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ITEM 1A. RISK FACTORS

     For a discussion of our potential risks and uncertainties, see the information under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended August 31, 2006. Other than as noted below, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended August 31, 2006.

     The following updates the information contained in the risk factor entitled “Risks That Relate to Ownership of Our Class A Common Shares—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”:

     On June 21, 2007, the Supervisory Board of Accenture SCA took action to modify the transfer restrictions applicable to our current senior executives who hold Accenture SCA Class I common shares they received at the time of the initial public offering (“IPO”) of Accenture Ltd Class A common shares in July 2001. A description of this action is set forth below:

     Accenture SCA’s Articles of Association contain transfer restrictions that apply to certain Accenture SCA Class I common shares held by current and former senior executives. These shares generally include any Accenture SCA Class I common shares that were beneficially owned by individuals who were senior executives at the time of the IPO (such shares the “covered shares” and such holders the “covered persons”). The transfer restrictions applicable to covered shares lapse with the passage of time on an annual basis until July 24, 2009, but have been subject to a requirement that covered persons continue to maintain beneficial ownership of at least 25% of their covered shares as long as they remain employed by us, even after July 24, 2009. We refer to this as the “25% minimum holding requirement.”

     Accenture SCA’s Articles of Association provide that the transfer restrictions, including the 25% minimum holding requirement, may be waived by the Supervisory Board of Accenture SCA, on a specific or general basis. On June 21, 2007, the Supervisory Board of Accenture SCA granted a waiver (the “waiver”) applicable to covered persons who are active employees that will eliminate the 25% minimum holding requirement and permit covered shares that would otherwise not become available for transfer until July 24, 2009 or the termination of the employee’s employment with us, whichever comes later, to become transferable on a phased-in schedule as described below. The waiver will be effective on July 3, 2007.

     The waiver accelerates the timeframe related to the previous transfer restrictions. The transfer restrictions are being released in equal quarterly installments, with restrictions on one-ninth of the covered shares subject to the 25% minimum holding requirement being released each quarter over the next nine quarters, beginning in the fourth quarter of our 2007 fiscal year. The rationale for the waiver is to remove an incentive for senior executives to resign or retire from the Company after July 24, 2009 in order to access shares that would have been covered by the 25% minimum holding requirement absent this waiver. By lifting this restriction in stages, on an accelerated basis, we have designed the waiver to limit the potential market impact of having a large number of shares whose transfer restrictions lapse on a single date in July 2009.

     The corresponding 25% minimum holding requirement applicable to Accenture Ltd Class A common shares and Accenture Canada Holdings Inc. exchangeable shares that were beneficially owned by individuals who were senior executives at the time of the IPO in July 2001 have likewise been waived by those companies on the same terms as applicable to the covered shares.

     To ensure that senior executives continue to maintain equity ownership levels that we consider meaningful, we will continue the Accenture Senior Executive Equity Ownership Policy. This policy requires senior executives to own equity in the Company valued at a multiple (ranging from 1 to 6) of their base compensation determined by their position level.

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     The following table shows (i) the number of covered shares expected to be released from transfer restrictions prior to the waiver provided under the Accenture Ltd Bye-laws and Accenture SCA Articles of Association; (ii) the number of additional covered shares expected to be released from transfer restrictions as a result of the waiver for each of Accenture SCA, Accenture Ltd and Accenture Canada Holdings Inc.; and (iii) the total number of covered shares to be released from transfer restrictions each quarter pursuant to the existing transfer restrictions as modified by the waiver. Information presented regarding the effects of the waiver assumes that all covered persons who are active employees as of June 1, 2007 will remain actively employed by us through June 1, 2009. The actual number of additional covered shares that become available for transfer as a result of the waiver will be reduced depending upon the number of covered persons who cease to be employed prior to June 1, 2009.

	Number of Accenture							Total number of
	Ltd Class A common		Effect of waiver					Accenture Ltd Class
	shares, SCA Class I		Number of additional covered shares that					A common shares,
	common shares and		are scheduled to become available for					SCA Class I common
	Accenture Canada		transfer due to waiver					shares and Accenture
	Holdings Inc.				Accenture SCA			Canada Holdings Inc.
	exchangeable shares				Class I common			exchangeable shares
	that are scheduled to				shares and Accenture		��	that are scheduled to
	become available for				Canada Holdings Inc.			become available for
	transfer - prior to		Accenture Ltd Class A		exchangeable			transfer including
	waiver		common shares		shares			waiver
	(millions of shares)
4th Quarter Fiscal 2007		17.3		3.3		11.1			31.8
1st Quarter Fiscal 2008				2.0		5.7			7.7
2nd Quarter Fiscal 2008				2.0		5.7			7.7
3rd Quarter Fiscal 2008				2.0		5.7			7.7
4th Quarter Fiscal 2008		37.7		2.0		5.7			45.4
1st Quarter Fiscal 2009				2.0		5.7			7.7
2nd Quarter Fiscal 2009				2.0		5.7			7.7
3rd Quarter Fiscal 2009				2.0		5.7			7.7
4th Quarter Fiscal 2009		100.3		2.0		5.7			108.0
Later of 4th Quarter Fiscal 2009 or end of employment with the Company		76.0		—		—			—

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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

     The following table provides information relating to our purchases and redemptions of Accenture SCA Class I common shares and Accenture Canada Holdings Inc. exchangeable shares during the third quarter of fiscal 2007.

							Approximate Dollar
					Total Number of Shares		Value of Shares that May
					Purchased as Part of		Yet Be Purchased Under
	Total Number of Shares		Average Price		Publicly Announced		Publicly Announced Plans
Period	Purchased (1)		Paid per Share		Plans or Programs		or Programs
Accenture SCA
March 1, 2007 — March 31, 2007
Class I common shares		—	$	—		—		—
April 1, 2007 — April 30, 2007
Class I common shares		12,856,099	$	34.78		—		—
May 1, 2007 — May 31, 2007
Class I common shares		2,955,360	$	38.53		—		—
Total
Class I common shares (2)		15,811,459	$	35.48		—		—
Accenture Canada Holdings Inc.
March 1, 2007 — March 31, 2007
Exchangeable shares		—	$	—		—		—
April 1, 2007 — April 30, 2007
Exchangeable shares		117,120	$	38.64		—		—
May 1, 2007 — May 31, 2007
Exchangeable shares		111,859	$	38.34		—		—
Total
Exchangeable shares (2)		228,979	$	38.50		—		—

(1)

As of May 31, 2007, the Board of Directors of Accenture had authorized an aggregate of $5.7 billion for purchases and redemptions of shares from our current and former senior executives and their permitted transferees under Accenture’s Senior Executive Trading Policy and Accenture’s prior Share Management Plan. As of May 31, 2007, an aggregate of $1,048 million remained available for these purchases and redemptions.

(2)

During the third quarter of fiscal 2007, we redeemed and purchased a total of 15,811,459 Accenture SCA Class I common shares and 228,979 Accenture Canada Holdings Inc. exchangeable shares from current and former senior executives and their permitted transferees.

Purchases and redemptions of Accenture SCA Class II and Class III common shares

     Transactions involving Accenture SCA Class II and Class III common shares consist exclusively of inter-company transactions undertaken to facilitate other corporate purposes.

     On four occasions during the third quarter of fiscal 2007 (March 30, 2007, April 30, 2007, May 15, 2007, and May 31, 2007), we, acting through our subsidiary Accenture International SARL, transferred an aggregate of 5,472,354 Accenture SCA Class III common shares to Accenture in connection with transactions related to Accenture’s issuance of Accenture Ltd Class A common shares delivered pursuant to outstanding options awards, grants of restricted share units and other issuances under Accenture’s equity compensation plans. In each case, the Accenture SCA Class III common shares were transferred in reliance on the exemption from registration contained in Section 4(2) of the Securities Act on the basis that the transaction did not involve any public offering.

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     Accenture SCA Class III common shares are convertible into Accenture SCA Class II common shares by a resolution of an extraordinary meeting of our shareholders, passed in the manner provided by our Articles of Association, at a conversion ratio of 1 Accenture SCA Class III common share for 10 Accenture SCA Class II common shares.

Purchases and redemptions of Accenture Ltd Class A common shares and Class X common shares

     The following table provides information relating to purchases by Accenture of Accenture Ltd Class A common shares and redemptions of Accenture Ltd Class X common shares for the third quarter of fiscal 2007. Our management believes that the following table and footnotes provide useful information because the market value of Accenture SCA Class I common shares is based on the share price of Accenture Ltd Class A common shares, and purchases of these shares may affect the share price of Accenture SCA Class I common shares.

							Approximate Dollar
					Total Number of Shares		Value of Shares that May
					Purchased as Part of		Yet Be Purchased Under
	Total Number of Shares		Average Price		Publicly Announced		Publicly Announced Plans
Period	Purchased		Paid per Share		Plans or Programs (1)		or Programs
							(in millions)
March 1, 2007 — March 31, 2007
Class A common shares		9,247	$	35.37		—	$	978
Class X common shares		87,230	$	0.0000225		—		—
April 1, 2007 — April 30, 2007
Class A common shares		4,901	$	38.24		—	$	978
Class X common shares		11,160,544	$	0.0000225		—		—
May 1, 2007 — May 31, 2007
Class A common shares		8,003,116	$	33.10		—	$	978
Class X common shares		2,168,699	$	0.0000225		—		—
Total
Class A common shares (1)(2)(3)		8,017,264	$	33.11		—	$	978
Class X common shares (4)		13,416,473	$	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 third quarter of fiscal 2007, Accenture did not purchase any Accenture Ltd Class A common shares under this program. To date, the Board of Directors of Accenture has authorized an aggregate of $2.4 billion for use in these open-market share purchases. As of May 31, 2007, an aggregate of $978 million remained available for these open-market share purchases. The open-market purchase program does not have an expiration date.
(2)	During the third quarter of fiscal 2007, Accenture and the Company purchased 138,703 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.
(3)	During the third quarter of fiscal 2007, Accenture Equity Finance B.V., an indirect subsidiary of Accenture SCA, purchased 7,878,561 Accenture Ltd Class A common shares at a per share price of $33.00 or its local currency equivalent based on exchange rates applicable on April 4, 2007.
(4)	During the third quarter of fiscal 2007, Accenture redeemed 13,416,473 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

     None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

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ITEM 5. OTHER INFORMATION

     (a) None.

     (b) None.

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ITEM 6. EXHIBITS

     Exhibit Index:

Exhibit
Number	Exhibit
3.1	Form of Articles of Association of Accenture SCA, consolidated and updated as of June 28, 2005 (incorporated by reference to Exhibit 10.1 to the May 31, 2005 Accenture Ltd 10-Q)
3.2	Form of Bye-laws of Accenture Ltd, effective as of February 2, 2005 (incorporated by reference to Exhibit 3.1 to the February 28, 2005 Accenture Ltd 10-Q)
31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	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 2002
32.1	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 2002
32.2	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

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: June 29, 2007

ACCENTURE SCA
By:	/s/ Pamela J. Craig
	Name:	Pamela J. Craig
	Title:	Chief Financial Officer of Accenture Ltd, general partner of Accenture SCA

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