UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED February 28, 2009

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM          TO

ACCENTURE LTD

Bermuda (State or other jurisdiction of incorporation or organization)		98-0341111 (I.R.S. Employer Identification No.)

Canon’s Court
22 Victoria Street
Hamilton HM 12, Bermuda
(Address of principal executive offices)

(441) 296-8262
(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. Yes þ No o

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

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o
		(Do not check if a smaller reporting company)

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

     The number of shares of the registrant’s Class A common shares, par value $0.0000225 per share, outstanding as of March 20, 2009 was 613,213,693 (which number does not include 55,301,703 issued shares held by subsidiaries of the registrant). The number of shares of the registrant’s Class X common shares, par value $0.0000225 per share, outstanding as of March 20, 2009 was 104,618,020.

 

 

ACCENTURE LTD

INDEX

		Page
Part I. Financial Information			3
Item 1. Financial Statements			3
Consolidated Balance Sheets as of February 28, 2009 (Unaudited) and August 31, 2008			3
Consolidated Income Statements (Unaudited) for the three and six months ended February 28, 2009 and February 29, 2008			4
Consolidated Shareholders’ Equity and Comprehensive Income Statements (Unaudited) for the six months ended February 28, 2009			5
Consolidated Cash Flows Statements (Unaudited) for the six months ended February 28, 2009 and February 29, 2008			6
Notes to Consolidated Financial Statements (Unaudited)			7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			19
Item 3. Quantitative and Qualitative Disclosures About Market Risk			35
Item 4. Controls and Procedures			36
Part II. Other Information			36
Item 1. Legal Proceedings			36
Item 1A. Risk Factors			37
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			38
Item 3. Defaults upon Senior Securities			40
Item 4. Submission of Matters to a Vote of Security Holders			40
Item 5. Other Information			40
Item 6. Exhibits			40
Signatures			41

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ACCENTURE LTD

CONSOLIDATED BALANCE SHEETS
February 28, 2009 and August 31, 2008
(In thousands of U.S. dollars, except share and per share amounts)

		February 28,				August 31,
		2009				2008
		(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	2,978,000			$	3,602,760
Short-term investments			13,450				20,282
Receivables from clients, net			2,386,780				2,996,815
Unbilled services, net			1,239,278				1,518,580
Deferred income taxes, net			433,888				425,859
Other current assets			475,552				594,832
Total current assets			7,526,948				9,159,128
NON-CURRENT ASSETS:
Unbilled services, net			28,584				43,627
Investments			11,846				19,034
Property and equipment, net of accumulated depreciation of $1,574,602 and $1,625,685, respectively			708,643				800,164
Goodwill			771,899				839,957
Deferred contract costs			505,194				539,856
Deferred income taxes, net			648,506				613,943
Other non-current assets			355,739				382,816
Total non-current assets			3,030,411				3,239,397
TOTAL ASSETS		$	10,557,359			$	12,398,525
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt and bank borrowings		$	1,021			$	6,570
Accounts payable			716,466				1,017,227
Deferred revenues			1,550,207				1,810,661
Accrued payroll and related benefits			2,088,672				2,809,196
Accrued consumption taxes			233,179				343,658
Income taxes payable			295,564				249,986
Deferred income taxes, net			46,619				57,258
Other accrued liabilities			528,890				553,322
Total current liabilities			5,460,618				6,847,878
NON-CURRENT LIABILITIES:
Long-term debt			529				1,708
Deferred revenues relating to contract costs			523,000				555,935
Retirement obligation			466,535				483,857
Deferred income taxes, net			34,074				32,258
Income taxes payable			993,465				1,086,244
Other non-current liabilities			172,078				197,970
Total non-current liabilities			2,189,681				2,357,972
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST			521,154				652,169
SHAREHOLDERS’ EQUITY:
Preferred shares, 2,000,000,000 shares authorized, zero shares issued and outstanding			—				—
Class A common shares, par value $0.0000225 per share, 20,000,000,000 shares authorized, 668,174,941 and 659,097,033 shares issued as of February 28, 2009 and August 31, 2008, respectively			15				15
Class X common shares, par value $0.0000225 per share, 1,000,000,000 shares authorized, 105,036,286 and 118,331,269 shares issued and outstanding as of February 28, 2009 and August 31, 2008, respectively			2				3
Restricted share units			868,624				819,577
Additional paid-in capital			46,400				—
Treasury shares, at cost, 55,451,004 and 46,215,019 shares as of February 28, 2009 and August 31, 2008, respectively			(1,745,135	)			(1,405,732	)
Retained earnings			3,593,007				3,120,515
Accumulated other comprehensive (loss) income			(377,007	)			6,128
Total shareholders’ equity			2,385,906				2,540,506
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	10,557,359			$	12,398,525

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

ACCENTURE LTD

CONSOLIDATED INCOME STATEMENTS
For the Three and Six Months Ended February 28, 2009 and February 29, 2008
(In thousands of U.S. dollars, except share and per share amounts)
(Unaudited)

		Three Months Ended								Six Months Ended
		February 28, 2009				February 29, 2008				February 28, 2009				February 29, 2008
REVENUES:
Revenues before reimbursements (“Net revenues”)		$	5,266,324			$	5,611,314			$	11,285,821			$	11,285,227
Reimbursements			391,239				446,309				842,350				874,353
Revenues			5,657,563				6,057,623				12,128,171				12,159,580
OPERATING EXPENSES:
Cost of services:
Cost of services before reimbursable expenses			3,643,999				3,958,264				7,775,688				7,927,100
Reimbursable expenses			391,239				446,309				842,350				874,353
Cost of services			4,035,238				4,404,573				8,618,038				8,801,453
Sales and marketing			519,226				539,303				1,082,418				1,059,701
General and administrative costs			438,641				469,879				945,380				919,836
Reorganization (benefits) costs, net			(13,009	)			5,811				(9,904	)			14,134
Total operating expenses			4,980,096				5,419,566				10,635,932				10,795,124
OPERATING INCOME			677,467				638,057				1,492,239				1,364,456
(Loss) gain on investments, net			(119	)			803				1,241				6,274
Interest income			11,155				24,110				33,351				61,890
Interest expense			(3,214	)			(7,684	)			(6,614	)			(13,082	)
Other income (expense), net			13,673				(5,708	)			(12,734	)			3,529
INCOME BEFORE INCOME TAXES			698,962				649,578				1,507,483				1,423,067
Provision for income taxes			196,554				115,782				411,842				383,713
INCOME BEFORE MINORITY INTEREST			502,408				533,796				1,095,641				1,039,354
Minority interest in Accenture SCA and Accenture Canada Holdings Inc.			(87,335	)			(123,850	)			(195,468	)			(243,663	)
Minority interest — other			(3,637	)			(3,389	)			(8,871	)			(7,849	)
NET INCOME		$	411,436			$	406,557			$	891,302			$	787,842
Weighted average Class A common shares:
Basic			620,461,500				608,472,725				621,322,235				610,116,498
Diluted			786,369,122				828,811,701				791,751,686				834,479,356
Earnings per Class A common share:
Basic		$	0.66			$	0.67			$	1.43			$	1.29
Diluted		$	0.63			$	0.64			$	1.37			$	1.24
Cash dividends per share		$	—			$	—			$	0.50			$	0.42

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

ACCENTURE LTD

CONSOLIDATED SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME STATEMENTS
For the Six Months Ended February 28, 2009
(In thousands of U.S. dollars and in thousands of share amounts)
(Unaudited)

						Class A								Class X
						Common								Common																Treasury												Accumulated Other
		Preferred				Shares								Shares								Restricted				Additional Paid-in				Shares								Retained				Comprehensive
		Shares				$				No. Shares				$				No. Shares				Share Units				Capital				$				No. Shares				Earnings				Income (Loss)				Total
Balance as of August 31, 2008		$	—			$	15				659,097			$	3				118,331			$	819,577			$	—			$	(1,405,732	)			(46,215	)		$	3,120,515			$	6,128				2,540,506
Adoption of FASB Statement 158																																							(5,302	)			(286	)			(5,588	)
Comprehensive income:
Net income																																							891,302								891,302
Other comprehensive income:
Unrealized losses on cash flow hedges, net of tax and reclassification adjustments																																											(29,091	)			(29,091	)
Unrealized losses on marketable securities, net of reclassification adjustments																																											(238	)			(238	)
Foreign currency translation adjustments, net of tax																																											(353,000	)			(353,000	)
Amortization of losses related to pension and other postretirement benefits, net of tax																																											(520	)			(520	)
Other comprehensive loss																																											(382,849	)
Comprehensive income																																															508,453
Income tax benefit on share-based compensation plans																											34,896																				34,896
Purchases of Class A common shares											(1,297	)															(36,647	)			(466,478	)			(14,981	)			(9,796	)							(512,921	)
Share-based compensation expense																							207,530				14,570																				222,100
Purchases/redemptions of Accenture SCA Class I common shares, Accenture Canada Holdings Inc. exchangeable shares and Class X common shares															(1	)			(13,295	)							(533,849	)																			(533,850	)
Issuances of Class A common shares:
Employee share programs											9,249												(183,749	)			268,961				127,075				5,745												212,287
Upon redemption of Accenture SCA Class I common shares											1,126
Dividends																							25,266																(403,712	)							(378,446	)
Minority interest																											298,469																				298,469
Balance as of February 28, 2009		$	—			$	15				668,175			$	2				105,036			$	868,624			$	46,400			$	(1,745,135	)			(55,451	)		$	3,593,007			$	(377,007	)		$	2,385,906

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

ACCENTURE LTD

CONSOLIDATED CASH FLOWS STATEMENTS
For the Six Months Ended February 28, 2009 and February 29, 2008
(In thousands of U.S. dollars)
(Unaudited)

		2009				2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	891,302			$	787,842
Adjustments to reconcile Net income to Net cash provided by operating activities —
Depreciation, amortization and asset impairments			254,632				236,213
Reorganization (benefits) costs, net			(9,904	)			14,134
Share-based compensation expense			222,100				176,921
Deferred income taxes, net			(35,897	)			(20,598	)
Minority interest			204,339				251,512
Other, net			44,809				(34,473	)
Change in assets and liabilities, net of acquisitions —
Receivables from clients, net			316,616				(155,913	)
Unbilled services, current and non-current			28,014				(37,964	)
Other current and non-current assets			(42,033	)			(132,487	)
Accounts payable			(269,106	)			(12,696	)
Deferred revenues, current and non-current			8,979				(62,424	)
Accrued payroll and related benefits			(447,733	)			(190,940	)
Income taxes payable, current and non-current			17,497				(22,804	)
Other current and non-current liabilities			(84,846	)			(103,800	)
Net cash provided by operating activities			1,098,769				692,523
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities and sales of available-for-sale investments			11,577				198,709
Purchases of available-for-sale investments			(1,118	)			(19,651	)
Proceeds from sales of property and equipment			1,669				7,316
Purchases of property and equipment			(124,489	)			(167,318	)
Purchases of businesses and investments, net of cash acquired			(2,806	)			(197,618	)
Proceeds from sale of business, net of cash transferred			2,163				1,756
Net cash used in investing activities			(113,004	)			(176,806	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common shares			212,287				202,168
Purchases of common shares			(1,046,771	)			(1,168,417	)
Proceeds from long-term debt			191				3,986
Repayments of long-term debt			(1,636	)			(24,579	)
Proceeds from short-term borrowings			49,152				69,926
Repayments of short-term borrowings			(53,927	)			(66,925	)
Cash dividends paid			(378,446	)			(333,685	)
Excess tax benefits from share-based payment arrangements			33,017				36,984
Other, net			(41,736	)			(22,977	)
Net cash used in financing activities			(1,227,869	)			(1,303,519	)
Effect of exchange rate changes on cash and cash equivalents			(382,656	)			57,545
NET DECREASE IN CASH AND CASH EQUIVALENTS			(624,760	)			(730,257	)
CASH AND CASH EQUIVALENTS, beginning of period			3,602,760				3,314,396
CASH AND CASH EQUIVALENTS, end of period		$	2,978,000			$	2,584,139

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

ACCENTURE LTD

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 Ltd, a Bermuda company, and its controlled subsidiary companies (collectively, the “Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“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 (“U.S. GAAP”) 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, 2008 included in the Company’s Annual Report on Form 10-K filed with the SEC on October 20, 2008. The accompanying unaudited interim Consolidated Financial Statements have been prepared in accordance with U.S. GAAP 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 six months ended February 28, 2009 are not necessarily indicative of the results that may be expected for the fiscal year ending August 31, 2009. Certain prior-period amounts have been reclassified to conform to the current-period presentation.

     Allowances for Client Receivables and Unbilled Services

     As of February 28, 2009 and August 31, 2008, total allowances for client receivables and unbilled services were $111,305 and $42,912, respectively. The increase was principally due to a $74,884 bad debt provision, of which $71,893 was recorded during the three months ended November 30, 2008, reflecting collectibility risks on outstanding receivables, in light of the current global economic downturn, particularly from clients in high-risk industries or with potential liquidity issues.

     Recently Adopted Accounting Pronouncements

     On December 1, 2008, the Company adopted the provisions of Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133” (“SFAS 161”). This Statement requires enhanced disclosures for derivative instruments and hedging activities about (i) how and why a company uses derivative instruments; (ii) how derivative instruments and related hedged items are accounted for under SFAS 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”) and its related interpretations; and (iii) how derivative instruments and related hedged items affect a company’s financial position, financial performance and cash flows. The Company’s adoption of SFAS 161 did not have a material impact on its Consolidated Financial Statements. For additional information, see Note 9 (Derivative Financial Instruments) to these Consolidated Financial Statements.

     On September 1, 2008, the Company adopted the provisions of SFAS 157, “Fair Value Measurements” (“SFAS 157”), which defines fair value, establishes a framework for measuring fair value under U.S. GAAP and expands disclosures about fair value measurements. In accordance with FASB Staff Position 157-2, “Effective Date of FASB Statement No. 157,” the Company elected to defer the adoption of the provisions of SFAS 157 for its non-financial assets and non-financial liabilities. Such assets and liabilities, which include the Company’s Deferred contract costs, Property and equipment, net and Goodwill, will be subject to the provisions of SFAS 157 on September 1, 2009. The Company is currently assessing the potential impact that the adoption of SFAS 157 for its non-financial assets may have on its Consolidated Financial Statements. For additional information, see Note 10 (Fair Value Measurements) to these Consolidated Financial Statements.

     Effective September 1, 2008, the Company adopted the year-end measurement date provision of SFAS 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 106, and 132(R),” using an approach generally known as the “one measurement approach.” The adoption of the provision had the following impact on the Company’s Consolidated Balance Sheet: decreased Retained earnings by $5,302; decreased Accumulated other comprehensive (loss) income by $286; decreased Other non-current assets by $2,736; and increased Retirement obligation by $2,852.

ACCENTURE LTD

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

2. EARNINGS PER SHARE

     Basic and diluted earnings per share are calculated as follows:

     Basic earnings per share

		Three Months Ended								Six Months Ended
		February 28,				February 29,				February 28,				February 29,
		2009				2008				2009				2008
Net income available for Class A common shareholders		$	411,436			$	406,557			$	891,302			$	787,842
Basic weighted average Class A common shares			620,461,500				608,472,725				621,322,235				610,116,498
Basic earnings per share		$	0.66			$	0.67			$	1.43			$	1.29

     Diluted earnings per share

Net income available for Class A common shareholders		$	411,436			$	406,557			$	891,302			$	787,842
Minority interest in Accenture SCA and Accenture Canada Holdings Inc. (1)			87,335				123,850				195,468				243,663
Net income per share calculation		$	498,771			$	530,407			$	1,086,770			$	1,031,505
Basic weighted average Class A common shares			620,461,500				608,472,725				621,322,235				610,116,498
Class A common shares issuable upon redemption/exchange of minority interest (1)			131,708,189				185,484,750				135,973,866				188,790,057
Diluted effect of employee compensation related to Class A common shares			33,794,119				34,648,335				34,004,197				35,293,264
Diluted effect of employee share purchase plan related to Class A common shares			405,314				205,891				451,388				279,537
Weighted average Class A common shares			786,369,122				828,811,701				791,751,686				834,479,356
Diluted earnings per share		$	0.63			$	0.64			$	1.37			$	1.24

3. INCOME TAXES

     Effective Tax Rate

     The Company’s effective tax rates for the three months ended February 28, 2009 and February 29, 2008 were 28.1% and 17.8%, respectively. The Company’s effective tax rates for the six months ended February 28, 2009 and February 29, 2008 were 27.3% and 27.0%, respectively. The effective tax rates for the three and six months ended February 28, 2009 are higher than the effective tax rates for the three and six months ended February 29, 2008 primarily as a result of higher benefits related to final determinations of prior-year tax liabilities recorded during the first and second quarters of fiscal 2008 and benefits related to non-U.S. research and development tax credits recorded during the second quarter of fiscal 2008. These were partially offset by lower expenses related to tax rate changes and other adjustments to prior-year tax liabilities recorded in the first and second quarters of fiscal 2009 as compared to the first and second quarters of fiscal 2008.

4. REORGANIZATION (BENEFITS) COSTS

     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 identified certain shareholders and partners who may incur such unusual and disproportionate

ACCENTURE LTD

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

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 a different rate or amount of tax than other shareholders or partners in the same jurisdiction. When additional taxes are assessed on these shareholders or partners in connection with these transfers, the Company has made and intends to make payments to reimburse certain costs associated with the assessment either to the shareholder or partner, or to the taxing authority. The Company has recorded reorganization expense and the related liability where such liabilities are probable. Interest accruals are made to cover reimbursement of interest on such tax assessments. The Company’s reorganization activity is as follows:

		Three Months Ended								Six Months Ended
		February 28,				February 29,				February 28,				February 29,
		2009				2008				2009				2008
Reorganization liability, beginning of period		$	275,154			$	294,220			$	308,694			$	401,228
Final determinations (1)			(23,479	)			(51,871	)			(23,479	)			(82,113	)
Changes in estimates			7,297				51,871				7,297				82,113
Benefit recorded			(16,182	)			—				(16,182	)			—
Interest expense accrued			3,173				5,811				6,278				14,134
Payments			—				—				—				(143,184	)
Foreign currency translation adjustments			(3,791	)			9,673				(40,436	)			37,526
Reorganization liability, end of period		$	258,354			$	309,704			$	258,354			$	309,704

     As of February 28, 2009, reorganization liabilities of $249,693 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 $8,661 were included in Other non-current liabilities. Timing of the resolution of tax audits or the initiation of additional litigation and/or criminal tax proceedings may delay final resolution. Final resolution, through settlement, conclusion of legal proceedings or a tax authority’s decision not to pursue a claim, will result in payment by the Company of amounts in settlement or judgment of these matters and/or recording of a reorganization benefit or cost in the Company’s Consolidated Income Statement. It is possible the aggregate amount of such payments in connection with a resolution of all such proceedings could exceed the currently recorded amounts. As of February 28, 2009, only a small number of jurisdictions remain that have active audits/investigations or open statutes of limitations, and only one is significant. In that jurisdiction, current and former partners are engaged in a dispute with tax authorities in connection with the corporate reorganization in 2001. Individuals and the Company intend to vigorously defend their positions.

5. ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

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

		February 28,				August 31,
		2009				2008
Net unrealized (losses) gains on cash flow hedges, net of tax of $(15,469) and $4,959, respectively		$	(17,710	)		$	11,381
Net unrealized losses on marketable securities			(927	)			(689	)
Foreign currency translation adjustments, net of tax of $3,302 and $1,883, respectively			(318,140	)			34,860
Pension and postretirement plans, net of tax of $(27,244) and $(25,324), respectively			(40,230	)			(39,424	)
Accumulated other comprehensive (loss) income		$	(377,007	)		$	6,128

ACCENTURE LTD

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

     The activity related to the change in net unrealized (losses) gains on cash flow hedges, net of tax, is as follows:

		February 28,
		2009
Net unrealized gains on cash flow hedges, net of tax, beginning of period		$	11,381
Change in fair value, net of tax of $(26,189)			(36,275	)
Reclassification adjustments into earnings, net of tax of $5,761			7,184
Net unrealized losses on cash flow hedges, net of tax, end of period		$	(17,710	)

     Comprehensive income was as follows:

		February 28,				February 29,
		2009				2008
Three months ended		$	357,035			$	437,911
Six months ended		$	508,453			$	843,667

6. BUSINESS COMBINATIONS AND GOODWILL

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

										Foreign
										Currency
		August 31,				Additions/				Translation				February 28,
		2008				Adjustments				Adjustments				2009
Communications & High Tech		$	163,386			$	(224	)		$	(19,936	)		$	143,226
Financial Services			143,380				148				(9,508	)			134,020
Products			329,332				(75	)			(21,480	)			307,777
Public Service			134,895				(29	)			(5,703	)			129,163
Resources			68,964				637				(11,888	)			57,713
Total		$	839,957			$	457			$	(68,515	)		$	771,899

ACCENTURE LTD

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

7. 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 benefits expense are as follows:

		Pension Benefits
		Three Months Ended
		February 28, 2009								February 29, 2008
Components of pension benefits expense		U.S. Plans				Non-U.S. Plans				U.S. Plans				Non-U.S. Plans
Service cost		$	4,570			$	10,539			$	8,325			$	12,125
Interest cost			15,594				7,787				14,988				8,369
Expected return on plan assets			(15,760	)			(7,105	)			(17,638	)			(9,013	)
Amortization of loss (gain)			394				(295	)			480				(369	)
Amortization of prior service cost (benefits)			53				(135	)			70				119
Total		$	4,851			$	10,791			$	6,225			$	11,231

		Pension Benefits
		Six Months Ended
		February 28, 2009								February 29, 2008
Components of pension benefits expense		U.S. Plans				Non-U.S. Plans				U.S. Plans				Non-U.S. Plans
Service cost		$	9,140			$	21,796			$	16,650			$	24,332
Interest cost			31,188				16,374				29,976				16,590
Expected return on plan assets			(31,520	)			(15,175	)			(35,276	)			(17,942	)
Amortization of loss (gain)			788				(600	)			960				(721	)
Amortization of prior service cost (benefits)			106				(277	)			140				230
Curtailment gain			—				—				(13,898	)			—
Total		$	9,702			$	22,118			$	(1,448	)		$	22,489

		Postretirement Benefits
		Three Months Ended
		February 28, 2009								February 29, 2008
Components of postretirement benefits expense		U.S. Plans				Non-U.S. Plans				U.S. Plans				Non-U.S. Plans
Service cost		$	1,892			$	217			$	1,744			$	365
Interest cost			1,869				394				1,653				465
Expected return on plan assets			(371	)			—				(409	)			—
Amortization of transitional obligation			20				—				20				—
Amortization of (gain) loss			—				(10	)			—				20
Amortization of prior service benefits			(200	)			(174	)			(201	)			(212	)
Total		$	3,210			$	427			$	2,807			$	638

ACCENTURE LTD

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
		Six Months Ended
		February 28, 2009								February 29, 2008
Components of postretirement benefits expense		U.S. Plans				Non-U.S. Plans				U.S. Plans				Non-U.S. Plans
Service cost		$	3,784			$	455			$	3,488			$	725
Interest cost			3,738				827				3,306				923
Expected return on plan assets			(742	)			—				(818	)			—
Amortization of transitional obligation			40				—				40				—
Amortization of (gain) loss			—				(21	)			—				39
Amortization of prior service cost			(400	)			(365	)			(402	)			(421	)
Total		$	6,420			$	896			$	5,614			$	1,266

8. MATERIAL TRANSACTIONS AFFECTING SHAREHOLDERS’ EQUITY

Share Purchase and Redemption Activity

     The Board of Directors of Accenture Ltd has authorized funding for the Company’s publicly announced open-market share purchase program for acquiring Accenture Ltd Class A common shares and for purchases and redemptions 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.

     The Company’s share purchase activity during the six months ended February 28, 2009 was as follows:

										Accenture SCA Class I
										Common Shares and
		Accenture Ltd Class A								Accenture Canada Holdings
		Common Shares								Inc. Exchangeable Shares								Total
		Shares				Amount				Shares				Amount				Shares				Amount
Open-Market Share Purchases (1)			14,012,200				431,344				—			$	—				14,012,200			$	431,344
Other Share Purchase Programs			—				—				16,538,712				533,849				16,538,712				533,849
Other purchases (2)			2,265,628				81,577				—				—				2,265,628				81,577
Total			16,277,828			$	512,921				16,538,712			$	533,849				32,816,540			$	1,046,770

     As of February 28, 2009, the Company’s aggregate available authorization was $1,537,765 for its publicly announced open-market share purchase program and the other share purchase programs.

ACCENTURE LTD

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

Other Share Redemptions

     During the six months ended February 28, 2009, the Company issued 1,125,645 Accenture Ltd Class A common shares upon redemptions of an equivalent number of Accenture SCA Class I common shares pursuant to its registration statement on Form S-3 (the “registration statement”) filed on May 15, 2007. The registration statement allows the Company, at its option, to issue freely tradable Accenture Ltd Class A common shares in lieu of cash upon redemptions of Accenture SCA Class I common shares held by the Company’s senior executives, former executives and their permitted transferees.

Dividend

     On November 17, 2008, a cash dividend of $0.50 per share was paid on Accenture Ltd Class A common shares to shareholders of record at the close of business on October 10, 2008, resulting in a cash outlay of $307,701. On November 17, 2008, a cash dividend of $0.50 per share was also paid on Accenture SCA Class I common shares and on Accenture Canada Holdings Inc. exchangeable shares, in each case to shareholders of record at the close of business on October 7, 2008, resulting in cash outlays of $69,480 and $1,265, respectively. The payment of the cash dividends also resulted in the issuance of an immaterial number of additional restricted share units to holders of restricted share units. Diluted weighted average Accenture Ltd Class A common share amounts have been restated for all periods presented to reflect this issuance.

9. DERIVATIVE FINANCIAL INSTRUMENTS

     In the normal course of business, the Company uses derivative financial instruments to manage foreign currency exchange rate risk. Derivative transactions are governed by a uniform set of policies and procedures covering areas such as authorization, counterparty exposure and hedging practices. Positions are monitored using techniques such as market value and sensitivity analyses. The Company does not enter into derivative transactions for trading purposes.

     Certain derivatives also give rise to credit risks from the possible non-performance by counterparties. Credit risk is generally limited to the fair value of those contracts that are favorable to the Company, and the maximum amount of loss due to credit risk, based on the gross fair value of all of the Company’s derivative financial instruments, was approximately $23,807 as of February 28, 2009. The Company has limited its credit risk by entering into derivative transactions only with highly-rated global financial institutions, limiting the amount of credit exposure with any one financial institution and conducting ongoing evaluation of the creditworthiness of the financial institutions with which it does business.

     The Company also utilizes standard counterparty master agreements containing provisions for the netting of certain foreign currency transaction obligations and for set-off of certain obligations in the event of an insolvency of one of the parties to the transaction. These provisions may reduce the Company’s potential overall loss resulting from the insolvency of a counterparty and reduce a counterparty’s potential overall loss resulting from the insolvency of the Company. Additionally, these agreements contain early termination provisions triggered by adverse changes in a counterparty’s credit rating, thereby enabling the Company to accelerate settlement of a transaction prior to its contractual maturity and potentially decrease the Company’s realized loss on an open transaction. Similarly, a decrement in the Company’s credit rating could trigger a counterparty’s early termination rights, thereby enabling a counterparty to accelerate settlement of a transaction prior to its contractual maturity and potentially increase the Company’s realized loss on an open transaction. The aggregate fair value of the Company’s derivative instruments with credit-risk-related contingent features that are in a liability position as of February 28, 2009 was $64,180.

ACCENTURE LTD

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 classifies cash flows from its derivative programs as cash flows from operating activities in the Consolidated Cash Flows Statement. The notional and fair values of all derivative instruments were as follows:

		February 28,								August 31,
		2009								2008
		Notional				Fair				Notional				Fair
		Value				Value				Value				Value
Foreign currency forward contracts:
To sell		$	172,686			$	(1,081	)		$	211,230			$	(163	)
To buy			1,615,611				(40,145	)			1,632,742				15,604

Cash Flow Hedges

     Certain of the Company’s subsidiaries are exposed to currency risk through their use of resources supplied by the Company’s Global Delivery Network. To mitigate this risk, the Company uses foreign currency forward exchange contracts to hedge the foreign exchange risk of the forecasted intercompany expenses denominated in foreign currencies for up to three years in the future. The Company has designated these derivatives as cash flow hedges in accordance with SFAS 133. As of February 28, 2009, the Company held no derivatives that were designated as fair value or net investment hedges.

     In order for a derivative to qualify for hedge accounting, the derivative must be formally designated as a fair value, cash flow or net investment hedge by documenting the relationship between the derivative and the hedged item. The documentation should include a description of the hedging instrument, the hedge item, the risk being hedged, the Company’s risk management objective and strategy for undertaking the hedge, the method for assessing the effectiveness of the hedge and the method for measuring hedge ineffectiveness. Additionally, the hedge relationship must be expected to be highly effective at offsetting changes in either the fair value or cash flows of the hedged item at both inception of the hedge and on an ongoing basis. The Company assesses the ongoing effectiveness of its hedges in accordance with the Hypothetical Derivative Method as described in Derivative Implementation Group Issue No. G-7, “Cash Flow Hedges: Measuring the Ineffectiveness of a Cash Flow Hedge under Paragraph 30(b) When the Shortcut Method Is Not Applied,” and measures and records hedge ineffectiveness at the end of each fiscal quarter.

     For a cash flow hedge, the effective portion of the change in estimated fair value of a hedging instrument is recorded in Accumulated other comprehensive (loss) income as a separate component of Shareholders’ Equity and is reclassified into Cost of services in the Consolidated Income Statement during the period in which the hedged transaction is recognized. Amounts reclassified into Cost of services for the three and six months ended February 28, 2009 were $2,092 and $7,184, respectively, net of taxes. The ineffective portion of the change in fair value of a cash flow hedge is recognized immediately in Other expense, net in the Consolidated Income Statement and for the three and six months ended February 28, 2009 was not material. As of February 28, 2009, amounts related to derivatives designated as cash flow hedges and recorded in Accumulated other comprehensive (loss) income totaled $(17,710), net of taxes, of which $(11,735) is expected to be reclassified into earnings in the next 12 months. In addition, the Company did not discontinue any cash flow hedges during the six months ended February 28, 2009.

ACCENTURE LTD

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

     The fair values of derivative instruments designated as cash flow hedges are recorded in the Consolidated Balance Sheet as follows:

		February 28,
		2009
Assets
Other current assets		$	12,995
Other non-current assets			9,054
Total		$	22,049
Liabilities
Other accrued liabilities		$	34,747
Other non-current liabilities			20,481
Total		$	55,228

Other Derivatives

     The Company also uses foreign currency forward exchange contracts, which have not been designated as hedges under SFAS 133, to hedge balance sheet exposures, such as intercompany loans. These instruments are generally short-term in nature, with typical maturities of less than one year, and are subject to fluctuations in foreign exchange rates. Realized gains or losses and changes in the estimated fair value of these derivatives are recorded in Other income (expense), net in the Consolidated Income Statement and were $9,256 and $(41,581) for the three and six months ended February 28, 2009, respectively.

     The fair values of other derivative instruments are recorded in the Consolidated Balance Sheet as follows:

		February 28,
		2009
Other current assets		$	1,758
Other accrued liabilities			9,805

     For additional information related to derivative financial instruments, see Note 5 (Accumulated Other Comprehensive (Loss) Income) and Note 10 (Fair Value Measurements) to these Consolidated Financial Statements.

10. FAIR VALUE MEASUREMENTS

     SFAS 157 defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including the Company’s own credit risk.

ACCENTURE LTD

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

     SFAS 157 establishes a three-level hierarchy of fair value measurements based on whether the inputs to those measurements are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s market assumptions. The fair-value hierarchy requires the use of observable market data when available and consists of the following levels:

	•		Level 1 – Quoted prices for identical instruments in active markets;
	•		Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs are observable in active markets; and
	•		Level 3 – Valuations derived from valuation techniques in which one or more significant inputs are unobservable.

Short-term Investments and Investments

     The Company’s Short-term investments and Investments consist primarily of corporate notes. Fair values for corporate notes are based on prices obtained from independent third-party pricing services and are classified as Level 2. The third-party pricing services’ fair values are model-derived valuations in which all significant inputs are observable in active markets. Inputs include recent sales, risk-free yield curves and prices of similarly rated bonds.

Derivative Financial Instruments

     The Company’s derivative financial instruments consist of deliverable and non-deliverable foreign currency forward exchange contracts. Fair values for derivative financial instruments are based on prices computed using third-party valuation models and are classified as Level 2. All of the significant inputs to the third-party valuation models are observable in active markets. Inputs include current market-based parameters such as forward rates, yield curves and credit default swap pricing.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

     The Company’s financial assets and liabilities measured at fair value on a recurring basis as of February 28, 2009 are as follows:

		Level 1				Level 2				Level 3				Total
Assets
Short-term investments		$	—			$	13,450			$	—			$	13,450
Investments			—				11,846				—				11,846
Derivative financial instruments			—				23,807				—				23,807
Total		$	—			$	49,103			$	—			$	49,103
Liabilities
Derivative financial instruments		$	—			$	65,033			$	—			$	65,033

11. COMMITMENTS AND CONTINGENCIES

Commitments and Guarantees

     The Company has the right to purchase substantially all of the remaining outstanding shares of its Avanade Inc. subsidiary (“Avanade”) 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 at fair value if certain events occur.

ACCENTURE LTD

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

     Holders of Avanade common stock and options to purchase the stock have put rights that, under certain circumstances and conditions, require Avanade to redeem shares of its stock at fair value. Had the Company reflected the fair value of Avanade’s redeemable common stock and the intrinsic value of the options on redeemable common stock (the “Values”) as of February 28, 2009 and August 31, 2008, the Company’s Minority interest would have been $608,380 and $768,741, respectively. On September 1, 2009, upon adoption of SFAS 160 “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51,” the Company will be required to report any noncontrolling interests (previously referred to as minority interests) as a separate component of Consolidated Shareholders’ Equity and record the Values within noncontrolling interests.

     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 February 28, 2009, management was not aware of any obligations arising under such 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. As of February 28, 2009, the Company estimates that it had assumed an aggregate potential liability of approximately $1,257,000 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 $15,000 if the Company is obligated to make payments to the clients that are the consequence of a performance default by the other parties. The Company has assessed the current status of performance/payment risk related with certain contractual obligations and believes that any potential payments would be immaterial to the Consolidated Financial Statements, as a whole. To date, the Company has not been required to make any significant payments under any of the contracts described in this paragraph.

Legal Contingencies

     As of February 28, 2009, the Company or its present personnel had been named as a defendant in various litigation matters. The Company and/or its personnel also from time to time are involved in investigations by various regulatory or legal authorities concerning matters arising in the course of its business around the world. Based on the present status of these matters, management believes these matters will not ultimately have a material effect on the Company’s results of operations or financial condition.

ACCENTURE LTD

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

12. SEGMENT REPORTING

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

		Three Months Ended
		February 28, 2009								February 29, 2008
		Net				Operating				Net				Operating
		Revenues				Income				Revenues				Income
Communications & High Tech		$	1,193,656			$	152,152			$	1,339,411			$	184,926
Financial Services			1,040,705				96,168				1,209,223				142,792
Products			1,369,129				179,911				1,439,002				161,806
Public Service			702,548				100,375				674,520				22,443
Resources			953,267				148,861				943,595				126,090
Other			7,019				—				5,563				—
Total		$	5,266,324			$	677,467			$	5,611,314			$	638,057

		Six Months Ended
		February 28, 2009								February 29, 2008
		Net				Operating				Net				Operating
		Revenues				Income				Revenues				Income
Communications & High Tech		$	2,557,474			$	331,308			$	2,651,143			$	312,958
Financial Services			2,278,783				253,407				2,453,193				322,316
Products			2,936,521				404,975				2,911,858				380,931
Public Service			1,463,452				191,426				1,383,482				90,821
Resources			2,032,495				311,123				1,874,557				257,430
Other			17,096				—				10,994				—
Total		$	11,285,821			$	1,492,239			$	11,285,227			$	1,364,456

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and related Notes included elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended August 31, 2008, and with the information under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended August 31, 2008.

     We use the terms “Accenture,” “we,” “our Company,” “our” and “us” in this report to refer to Accenture Ltd 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 2008” means the 12-month period that ended on August 31, 2008. All references to quarters, unless otherwise noted, refer to the quarters of our fiscal year.

Disclosure Regarding Forward-Looking Statements

     This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 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 adversely affected by economic and political conditions and the effects of these conditions on our clients’ businesses and levels of business activity.
•		Our results of operations could be negatively affected if we cannot expand and develop our services and solutions in response to changes in technology and client demand.
•		The consulting, systems integration and technology, and outsourcing markets are highly competitive, and we might not be able to compete effectively.
•		Our work with government clients exposes us to additional risks inherent in the government contracting environment.
•		Our business could be adversely affected if our clients are not satisfied with our services.
•		We could be subject to liabilities if our subcontractors or the third parties with whom we partner cannot deliver their project contributions on time or at all.
•		Our results of operations could be adversely affected if our clients terminate their contracts with us on short notice.
•		Outsourcing services are a significant part of our business and subject us to operational and financial risk.
•		Our results of operations may be affected by the rate of growth in the use of technology in business and the type and level of technology spending by our clients.
•		Our profitability could suffer if we are not able to maintain favorable pricing rates.
•		Our profitability could suffer if we are not able to maintain favorable utilization rates.
•		Our business could be negatively affected if we incur legal liability in connection with providing our solutions and services.

•		If our pricing structures do not accurately anticipate the cost and complexity of performing our work, then our contracts could be unprofitable.
•		Many of our contracts utilize performance pricing that links some of our fees to the attainment of various performance or business targets. This could increase the variability of our revenues and margins.
•		Our alliance relationships may not be successful.
•		Our global operations are subject to complex risks, some of which might be beyond our control.
•		Our profitability could suffer if we are not able to control our costs.
•		If we are unable to attract, retain and motivate employees or efficiently utilize their skills, we might not be able to compete effectively and will not be able to grow our business.
•		If we are unable to collect our receivables or unbilled services, our results of operations and cash flows could be adversely affected.
•		Our services or solutions could infringe upon the intellectual property rights of others or we might lose our ability to utilize the intellectual property of others.
•		We have only a limited ability to protect our intellectual property rights, which are important to our success.
•		New tax legislation or interpretations could lead to an increase in our tax burden.
•		Negative publicity related to Bermuda companies could affect our relationships with our clients.
•		If we are unable to manage the organizational challenges associated with our size and expansion, we might be unable to achieve our business objectives.
•		We may not be successful at identifying, acquiring or integrating other businesses or technologies.
•		Consolidation in the industries that we serve could adversely affect our business.
•		Our ability to attract and retain business may depend on our reputation in the marketplace.
•		The share price of Accenture Ltd Class A common shares 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.
•		Our share price 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 Bermuda 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.
•		Bermuda 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” in our Annual Report on Form 10-K for the year ended August 31, 2008 and Item 1A, “Risk Factors” in this Form 10-Q. We undertake no obligation to update or revise any forward-looking statements.

Overview

     Our results of operations are affected by economic conditions, including macroeconomic conditions, credit market conditions and levels of business confidence. Revenues are driven by the ability of our executives to secure new contracts and to deliver solutions and services that add value relevant to our clients’ current needs and challenges. We add value to clients and drive revenues based on our ability to deliver market-leading service offerings and to deploy skilled teams of professionals quickly and on a global basis. The current global economic downturn is widespread and has reduced levels of business activity in many industries and geographies where we operate. This is also affecting the types of services our clients are demanding.

     In our consulting business, since January 2009, the global economic downturn has led to lower current demand for new consulting services. Some clients are exercising caution, delaying new large consulting commitments, slowing the pace of on-going projects and/or not extending current commitments, particularly in systems integration and, to a lesser extent, in management consulting. In some cases, we are also seeing pricing pressures. In addition, we are working with many clients on initiatives designed to deliver near-term cost savings and performance improvement. These changing demand patterns, if they continue, could have a material adverse effect on our new contract bookings and results of operations. Particularly in light of the current economic uncertainty, we continue to monitor our costs closely.

     In our outsourcing business, we experienced solid growth in local currency during the six months ended February 28, 2009. Existing long-term relationships with many of our clients continue to contribute to our success in growing our outsourcing business. In outsourcing, the global economic downturn is generating new opportunities as clients seek to reduce operating costs and achieve sustained operational improvement. We continue to see clients entering into contracts that are of shorter duration and therefore of smaller initial total contract value, with a focus on near-term cost savings. Clients are also reacting to the current global economic downturn by requesting price concessions and more favorable terms.

     Revenues before reimbursements (“net revenues”) for the three months ended February 28, 2009 were $5.27 billion, compared with $5.61 billion for the three months ended February 29, 2008, a decrease of 6% in U.S. dollars and an increase of 3% in local currency. Net revenues for the six months ended both February 28, 2009 and February 29, 2008 were $11.29 billion, flat in U.S. dollars and an increase of 6% in local currency.

     Consulting net revenues for the three and six months ended February 28, 2009 were $3.03 billion and $6.69 billion, respectively, compared with $3.35 billion and $6.81 billion, respectively, for the three and six months ended February 29, 2008, decreases of 10% and 2%, respectively, in U.S. dollars and a decrease of 1% and an increase of 4% in local currency, respectively. The recent decline reflects the softening of demand we have experienced since January 2009.

     Outsourcing net revenues for the three and six months ended February 28, 2009 were $2.24 billion and $4.60 billion, respectively, compared with $2.26 billion and $4.48 billion, respectively, for the three and six months ended February 29, 2008, a decrease of 1% and an increase of 3%, respectively, in U.S. dollars and an increase of 9% in local currency for both periods.

     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 2008, the U.S. dollar weakened against many currencies, resulting in favorable currency translation and greater reported U.S. dollar revenues. However, beginning in the fourth quarter of fiscal 2008, the U.S. dollar began to strengthen against many currencies. This trend has continued during the first half of fiscal 2009 and resulted in an unfavorable currency translation and U.S. dollar revenue growth that was approximately 9% and 6% lower than our growth in local currency for the three and six months ended February 28, 2009, respectively. Assuming that exchange rates stay within recent ranges for the remainder of fiscal 2009, we estimate the foreign-exchange impact on our full fiscal 2009 revenue growth will be approximately 9% lower growth in U.S. dollars compared to our growth in local currency. In the future, if the U.S. dollar weakens against other currencies, our revenue growth in U.S. dollars may be higher.

     The primary categories of operating expenses include 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 consulting work. Utilization for the second quarter of fiscal 2009 was approximately 83%, flat with the first quarter of fiscal 2009 and in the range we expect. Utilization

for the second quarter of fiscal 2008 was also approximately 83%. Sales and marketing expense is driven primarily by compensation costs for 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 may include reorganization costs and benefits, which vary substantially from year to year.

     Gross margin (Net revenues less Cost of services before reimbursable expenses as a percentage of net revenues) for the three and six months ended February 28, 2009 was 30.8% and 31.1%, respectively, compared with 29.5% and 29.8%, respectively, for the three and six months ended February 29, 2008. The increase was driven by improved overall contract profitability, particularly in outsourcing, including absorption of annual compensation increases that were effective September 1, 2008.

     Our cost-management strategies include anticipating changes in demand for our services and executing cost-management initiatives. We aggressively plan and manage our payroll costs and take actions as needed to address changes in the anticipated demand for our services, given that payroll costs are the most significant portion of our operating expenses.

     Our headcount decreased to approximately 181,000 as of February 28, 2009, compared with more than 186,000 as of August 31, 2008. Annualized attrition, excluding involuntary terminations, for the second quarter of fiscal 2009 was 9%, compared to 15% in the second quarter of fiscal 2008. We monitor our current and projected future demands, evaluate voluntary attrition and use involuntary terminations and reduced levels of new hiring as means to keep our supply of skills and resources in balance with client demand. Compensation increases for fiscal 2009 were effective September 1, 2008 for the majority of our personnel. As in prior fiscal years, we have adjusted and expect to continue to adjust pricing with the objective of recovering these increases. Our margins could be adversely affected if we are unable to manage headcount, attrition and severance costs, recover increases in compensation and effectively assimilate and utilize new employees.

     Sales and marketing and general and administrative costs as a percentage of net revenues were 18.2% and 18.0% for the three and six months ended February 28, 2009, respectively, compared with 18.0% and 17.5% for the three and six months ended February 29, 2008, respectively. The increase as a percentage of net revenues for the six months ended February 28, 2009 was primarily due to an increase in the bad debt provision of $75 million, or 0.7% of net revenues, of which $72 million was recorded during the three months ended November 30, 2008. This reflects our best estimate of collectibility risks on outstanding receivables, in light of the current global economic downturn, particularly from clients in high risk industries or with potential liquidity issues. This increase in bad debt expense was partially offset by our management of other general and administrative costs at a growth rate lower than that of our net revenues.

     Operating income for the three and six months ended February 28, 2009 was $677 million and $1,492 million, respectively, compared with $638 million and $1,364 million for the three and six months ended February 29, 2008, respectively. Operating margin (Operating income as a percentage of net revenues) for the three and six months ended February 28, 2009 was 12.9% and 13.2%, respectively, compared with 11.4% and 12.1% for the three and six months ended February 29, 2008, respectively.

     Our Operating income and Earnings per share are also affected by currency exchange-rate fluctuations on revenues and costs. Due to the significant strengthening of the U.S. dollar against many other currencies, this impact was unfavorable during the six months ended February 28, 2009. Most of our costs are incurred in the same currency as the related revenues. Where practical, we also seek to manage foreign currency exposure for costs not incurred in the same currency as the related net revenues, by using currency protection provisions in our customer contracts and through our hedging programs. We estimate that the aggregate percentage impact of foreign exchange rates on our operating expenses is similar to that disclosed for net revenues. For more information on our hedging programs, see Note 9 (Derivative Financial Instruments) to our Consolidated Financial Statements under Item 1, “Financial Statements.”

Bookings and Backlog

     New contract bookings for the three months ended February 28, 2009 were $5.98 billion, with consulting bookings of $3.14 billion and outsourcing bookings of $2.84 billion. New contract bookings for the six months ended February 28, 2009 were $11.78 billion, with consulting bookings of $6.70 billion and outsourcing bookings of $5.08 billion.

     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 particularly on the timing of the signing of a small number of large outsourcing contracts. Current consulting bookings reflect a trend of shorter contracts with more focused scope, particularly in systems integration. 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 terminations, extensions and other matters may affect 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, 2008.

Revenues by Segment/Operating Group

     Our five reportable operating segments are our operating groups, which are Communications & High Tech, Financial Services, Products, Public Service and Resources. Operating groups are managed on the basis of net revenues because our management believes net revenues are a better indicator of operating group performance than revenues. In addition to reporting net revenues by operating group, we also report net revenues by two types of work: consulting and outsourcing, which represent the services sold by our operating groups. Consulting net revenues, which include management and technology consulting and systems integration, reflect a finite, distinct project or set of projects with a defined outcome and typically a defined set of specific deliverables. Outsourcing net revenues typically reflect ongoing, repeatable services or capabilities provided to transition, run and/or manage operations of client systems or business functions.

     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.

     While we provide discussion about our results of operations below, we cannot measure how much of our revenue growth in a particular period is attributable to changes in price or volume. Management does not track standard measures of unit or rate volume. Instead, our measures of volume and price are extremely complex, as each of our services contracts is unique, reflecting a customized mix of specific services that does not fit into standard comparability measurements. Pricing for our services is a function of the nature of each service to be provided, the skills required and outcome sought, as well as estimated cost, risk, contract terms and other factors.

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

     Net revenues (by operating group, geographic region and type of work) and reimbursements were as follows:

														Percent				Percent of Total Net Revenues
										Percent				Increase				for the
		Three Months Ended								Increase				(Decrease)				Three Months Ended
		February 28,				February 29,				(Decrease)				Local				February 28,				February 29,
		2009				2008				US$				Currency				2009				2008
		(in millions)
OPERATING GROUPS
Communications & High Tech		$	1,194			$	1,339				(11	)%			(3	)%			23	%			24	%
Financial Services			1,041				1,209				(14	)			(5	)			20				21
Products			1,369				1,439				(5	)			5				26				26
Public Service			703				675				4				12				13				12
Resources			953				944				1				14				18				17
Other			6				5				n/m				n/m				—				—
TOTAL NET REVENUES			5,266				5,611				(6	)%			3	%			100	%			100	%
Reimbursements			392				447				(12	)
TOTAL REVENUES		$	5,658			$	6,058				(7	)%
GEOGRAPHIC REGIONS
Americas		$	2,298			$	2,317				(1	)%			4	%			44	%			41	%
EMEA (1)			2,415				2,791				(13	)			1				46				50
Asia Pacific			553				503				10				13				10				9
TOTAL NET REVENUES		$	5,266			$	5,611				(6	)%			3	%			100	%			100	%
TYPE OF WORK
Consulting		$	3,030			$	3,351				(10	)%			(1	)%			58	%			60	%
Outsourcing			2,236				2,260				(1	)			9				42				40
TOTAL NET REVENUES		$	5,266			$	5,611				(6	)%			3	%			100	%			100	%