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 29, 2008

OR

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

FOR THE TRANSITION PERIOD FROM               TO

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 21, 2008 was 591,569,389 (which number does not include 50,369,708 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 21, 2008 was 151,253,479.

 

 

ACCENTURE LTD

INDEX

				Page
Part I.		Financial Information
Item 1.		Financial Statements		3
		Consolidated Balance Sheets as of February 29, 2008 (Unaudited) and August 31, 2007		3
		Consolidated Income Statements (Unaudited) for the three and six months ended
		February 29, 2008 and February 28, 2007		4
		Consolidated Shareholders’ Equity and Comprehensive Income Statements (Unaudited)
		for the six months ended February 29, 2008		5
		Consolidated Cash Flows Statements (Unaudited) for the six months ended February 29,
		2008 and February 28, 2007		6
		Notes to Consolidated Financial Statements (Unaudited)		7
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
Item 3.		Quantitative and Qualitative Disclosures About Market Risk		31
Item 4.		Controls and Procedures		32
Part II.		Other Information		32
Item 1.		Legal Proceedings		32
Item 1A.		Risk Factors		33
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		36
Item 5.		Other Information		36
Item 6.		Exhibits		37
Signatures				38

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ACCENTURE LTD

CONSOLIDATED BALANCE SHEETS
February 29, 2008 and August 31, 2007
(In thousands of U.S. dollars, except share and per share amounts)

		February 29,				August 31,
		2008				2007
		(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	2,584,139			$	3,314,396
Short-term investments			73,706				231,278
Receivables from clients, net			2,722,616				2,409,299
Unbilled services, net			1,424,748				1,290,035
Deferred income taxes, net			364,990				318,172
Other current assets			430,269				407,998
Total current assets			7,600,468				7,971,178
NON-CURRENT ASSETS:
Unbilled services, net			53,898				63,995
Investments			68,990				81,935
Property and equipment, net of accumulated depreciation of $1,686,886 and $1,556,146, respectively			840,071				808,069
Goodwill			781,237				643,728
Deferred income taxes, net			603,933				389,858
Other non-current assets			959,717				788,399
Total non-current assets			3,307,846				2,775,984
TOTAL ASSETS		$	10,908,314			$	10,747,162
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt and bank borrowings		$	6,443			$	23,795
Accounts payable			963,228				985,071
Deferred revenues			1,732,338				1,785,286
Accrued payroll and related benefits			2,216,862				2,274,098
Income taxes payable			207,253				942,310
Deferred income taxes, net			44,662				39,078
Other accrued liabilities			863,554				912,978
Total current liabilities			6,034,340				6,962,616
NON-CURRENT LIABILITIES:
Long-term debt			2,691				2,565
Retirement obligation			523,041				494,416
Deferred income taxes, net			38,089				31,758
Income taxes payable			1,016,876				32,330
Other non-current liabilities			506,178				419,959
Total non-current liabilities			2,086,875				981,028
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST			696,958				740,186
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, 641,641,819 and 635,108,578 shares issued as of February 29, 2008 and August 31, 2007, respectively			14				14
Class X common shares, par value $0.0000225 per share, 1,000,000,000 shares authorized, 151,507,286 and 162,629,929 shares issued and outstanding as of February 29, 2008 and August 31, 2007, respectively			3				4
Restricted share units			696,413				649,475
Additional paid-in capital			—				—
Treasury shares, at cost, 50,528,229 and 39,187,569 shares as of February 29, 2008 and August 31, 2007, respectively			(1,499,481	)			(1,033,025	)
Retained earnings			2,753,206				2,362,703
Accumulated other comprehensive income			139,986				84,161
Total shareholders’ equity			2,090,141				2,063,332
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	10,908,314			$	10,747,162

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 29, 2008 and February 28, 2007
(In thousands of U.S. dollars, except share and per share amounts)
(Unaudited)

		Three Months Ended								Six Months Ended
		February 29,				February 28,				February 29,				February 28,
		2008				2007				2008				2007
REVENUES:
Revenues before reimbursements		$	5,611,314			$	4,749,838			$	11,285,227			$	9,503,926
Reimbursements			446,309				419,515				874,353				831,786
Revenues			6,057,623				5,169,353				12,159,580				10,335,712
OPERATING EXPENSES:
Cost of services:
Cost of services before reimbursable expenses			3,958,264				3,344,772				7,927,100				6,666,616
Reimbursable expenses			446,309				419,515				874,353				831,786
Cost of services			4,404,573				3,764,287				8,801,453				7,498,402
Sales and marketing			539,303				434,293				1,059,701				871,223
General and administrative costs			469,879				405,065				919,836				784,708
Reorganization costs, net			5,811				6,316				14,134				12,395
Total operating expenses			5,419,566				4,609,961				10,795,124				9,166,728
OPERATING INCOME			638,057				559,392				1,364,456				1,168,984
Gain on investments, net			803				33				6,274				2,887
Interest income			24,110				34,948				61,890				71,255
Interest expense			(7,684	)			(6,862	)			(13,082	)			(11,984	)
Other (expense) income			(5,708	)			(3,433	)			3,529				(5,899	)
INCOME BEFORE INCOME TAXES			649,578				584,078				1,423,067				1,225,243
Provision for income taxes			115,782				171,542				383,713				406,850
INCOME BEFORE MINORITY INTEREST			533,796				412,536				1,039,354				818,393
Minority interest in Accenture SCA and Accenture Canada Holdings Inc.			(123,850	)			(111,311	)			(243,663	)			(227,124	)
Minority interest — other			(3,389	)			(4,503	)			(7,849	)			(10,315	)
NET INCOME		$	406,557			$	296,722			$	787,842			$	580,954
Weighted average Class A common shares:
Basic			608,472,725				604,326,019				610,116,498				601,363,210
Diluted			827,974,896				867,842,561				833,699,703				871,464,150
Earnings per Class A common share:
Basic		$	0.67			$	0.49			$	1.29			$	0.97
Diluted		$	0.64			$	0.47			$	1.24			$	0.93
Cash dividends per share		$	—			$	—			$	0.42			$	0.35

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 29, 2008
(In thousands of U.S. dollars and in thousands of share amounts)
(Unaudited)

						Class A								Class X																												Accumulated
						Common								Common								Restricted																				Other
		Preferred				Shares								Shares								Share				Additional				Treasury Shares								Retained				Comprehensive
		Shares				$				No. Shares				$				No. Shares				Units				Paid-in Capital				$				No. Shares				Earnings				Income				Total
Balance as of August 31, 2007		$	—			$	14				635,109			$	4				162,630			$	649,475			$	—			$	(1,033,025	)			(39,188	)		$	2,362,703			$	84,161			$	2,063,332
Adoption of FASB Interpretation No. 48																											(1,756	)											19,245								17,489
Comprehensive income:
Net income																																							787,842								787,842
Other comprehensive income:
Unrealized gains on marketable securities, net of reclassification adjustments																																											15,722				15,722
Foreign currency translation adjustments																																											40,275				40,275
Amortization of losses related to pension and other postretirement benefits, net of tax																																											(172	)			(172	)
Other comprehensive income																																											55,825
Comprehensive income																																															843,667
Income tax benefit on share-based compensation plans																											10,136																				10,136
Purchases of Class A common shares											(1,051	)															(40,506	)			(591,847	)			(17,074	)			(1,748	)							(634,101	)
Share-based compensation expense																							155,589				20,976																				176,565
Purchases/redemptions of Accenture SCA Class I common shares, Accenture Canada Holdings Inc. exchangeable shares and Class X common shares															(1	)			(11,123	)							(474,661	)											(59,654	)							(534,316	)
Issuances of Class A common shares related to employee share programs											7,584												(128,995	)			205,772				125,391				5,734												202,168
Dividends																							20,344																(354,029	)							(333,685	)
Minority interest																											280,039																				280,039
Other																																							(1,153	)							(1,153	)
Balance as of February 29, 2008		$	—			$	14				641,642			$	3				151,507			$	696,413			$	—			$	(1,499,481	)			(50,528	)		$	2,753,206			$	139,986			$	2,090,141

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

ACCENTURE LTD

CONSOLIDATED CASH FLOWS STATEMENTS
For the Six Months Ended February 29, 2008 and February 28, 2007
(In thousands of U.S. dollars)
(Unaudited)

		2008				2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	787,842			$	580,954
Adjustments to reconcile Net income to Net cash provided by operating activities —
Depreciation, amortization and asset impairments			236,213				249,446
Reorganization costs, net			14,134				12,395
Share-based compensation expense			176,921				146,624
Deferred income taxes, net			(20,598	)			(72,940	)
Minority interest			251,512				237,439
Other, net			(17,533	)			1,956
Change in assets and liabilities, net of acquisitions —
Receivables from clients, net			(158,517	)			(323,490	)
Other current assets			9,601				35,707
Unbilled services, current and non-current			(37,964	)			(31,705	)
Other non-current assets			(142,088	)			(126,839	)
Accounts payable			(27,032	)			(57,498	)
Deferred revenues			(139,979	)			166,432
Accrued payroll and related benefits			(190,940	)			119,751
Other accrued liabilities			(133,419	)			(248,209	)
Income taxes payable, current and non-current			(19,492	)			133,785
Other non-current liabilities			103,862				52,198
Net cash provided by operating activities			692,523				876,006
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities and sales of available-for-sale investments			202,221				545,222
Purchases of available-for-sale investments			(19,651	)			(341,210	)
Proceeds from sales of property and equipment			7,316				10,261
Purchases of property and equipment			(167,318	)			(143,044	)
Purchases of businesses and investments, net of cash acquired			(197,618	)			(5,667	)
Proceeds from sale of business, net of cash transferred			(1,756	)			—
Net cash (used in) provided by investing activities			(176,806	)			65,562
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common shares			202,168				282,838
Purchases of common shares			(1,168,417	)			(1,071,747	)
Proceeds from long-term debt			3,986				1,968
Repayments of long-term debt			(24,579	)			(23,147	)
Proceeds from short-term borrowings			69,926				9,082
Repayments of short-term borrowings			(66,925	)			(9,907	)
Cash dividends paid			(333,685	)			(293,059	)
Excess tax benefits from share-based payment arrangements			36,984				24,921
Other, net			(22,977	)			(14,202	)
Net cash used in financing activities			(1,303,519	)			(1,093,253	)
Effect of exchange rate changes on cash and cash equivalents			57,545				44,636
NET DECREASE IN CASH AND CASH EQUIVALENTS			(730,257	)			(107,049	)
CASH AND CASH EQUIVALENTS, beginning of period			3,314,396				3,066,988
CASH AND CASH EQUIVALENTS, end of period		$	2,584,139			$	2,959,939

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 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, 2007 included in the Company’s Annual Report on Form 10-K filed with the SEC on October 23, 2007. 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 six months ended February 29, 2008 are not necessarily indicative of the results that may be expected for the fiscal year ending August 31, 2008. Certain prior-period amounts have been reclassified to conform to the current-period presentation.

     Recently Adopted Accounting Pronouncements

     On September 1, 2007, the Company adopted the provisions of Financial Accounting Standards Board (“FASB”) 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. For additional information, see Note 3 (Income Taxes) to these Consolidated Financial Statements.

     New Accounting Pronouncements

     In December 2007, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 141 (revised 2007), “Business Combinations” (“SFAS 141R”), which is a revision of SFAS 141, “Business Combinations”. SFAS 141R establishes principles and requirements for: recognizing and measuring the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree; recognizing and measuring the goodwill acquired in the business combination or a gain from a bargain purchase; expensing acquisition related costs as incurred; and determining what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The Company will adopt the provisions of SFAS 141R for acquisitions that occur on or after September 1, 2009.

     In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51,” (“SFAS 160”). SFAS 160 establishes accounting and reporting standards for the noncontrolling interest in a subsidiary (previously referred to as minority interests). Upon adoption of SFAS 160 on September 1, 2009, the Company will be required to report any noncontrolling interests as a separate component of consolidated shareholders’ equity.

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 29,				February 28,				February 29,				February 28,
		2008				2007				2008				2007
Net income available for Class A common shareholders		$	406,557			$	296,722			$	787,842			$	580,954
Basic weighted average Class A common shares			608,472,725				604,326,019				610,116,498				601,363,210
Basic earnings per share		$	0.67			$	0.49			$	1.29			$	0.97

     Diluted earnings per share

Net income available for Class A common shareholders		$	406,557			$	296,722			$	787,842			$	580,954
Minority interest in Accenture SCA and Accenture Canada Holdings Inc. (1)			123,850				111,311				243,663				227,124
Net income per share calculation		$	530,407			$	408,033			$	1,031,505			$	808,078
Basic weighted average Class A common shares			608,472,725				604,326,019				610,116,498				601,363,210
Class A common shares issuable upon redemption/exchange of minority interest (1)			185,484,750				226,659,116				188,790,057				235,347,026
Diluted effect of employee compensation related to Class A common shares			33,811,530				36,657,493				34,513,611				34,637,031
Diluted effect of employee share purchase plan related to Class A common shares			205,891				199,933				279,537				116,883
Weighted average Class A common shares			827,974,896				867,842,561				833,699,703				871,464,150
Diluted earnings per share		$	0.64			$	0.47			$	1.24			$	0.93

3. INCOME TAXES

     Effective Tax Rate

     The Company’s effective tax rates for the three months ended February 29, 2008 and February 28, 2007 were 17.8% and 29.4%, respectively. The Company’s effective tax rates for the six months ended February 29, 2008 and February 28, 2007 were 27.0% and 33.2%, respectively. The effective tax rates for the three and six months ended February 29, 2008 are lower than the effective tax rates for the three and six months ended February 28, 2007, primarily as a result of benefits related to: final determinations and other adjustments to prior year tax liabilities, which reduced the rates by 13.1% and 5.7%, respectively; non-U.S. research and development tax credits, which reduced the rates by 4.5% and 2.1%, respectively; and changes in the geographic distribution of income. These benefits were offset by expenses related to tax rate changes enacted during the three and six months ended February 29, 2008, which reduced the value of the Company’s deferred tax assets. The three and six months ended February 28, 2007 included a reduction in the effective tax rate of 3.5% and 1.7%, respectively, recorded as a result of a nonrecurring benefit related to a reduction in the valuation allowance on the Company’s deferred tax assets.

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)

     Uncertain Tax Provisions

     The adoption of FIN 48 on September 1, 2007 had the following approximate impact on the Company’s Consolidated Financial Statements: increased Non-current deferred income tax assets by $228,900; decreased Current income taxes payable by $757,400; increased Non-current income taxes payable by $968,900; decreased Additional paid-in capital by $1,800; and increased Retained earnings by $19,200, including a $3,200 adjustment recorded in the second quarter of fiscal 2008.

     As of September 1, 2007, the Company had gross unrecognized tax benefits of $1,031,800, of which $643,700, if recognized, would affect the Company’s effective tax rate. The Company’s policy, which has not changed as a result of adopting FIN 48, is to include interest and penalties related to unrecognized tax benefits in the Provision for income taxes. As of September 1, 2007, the Company had accrued interest and penalties related to uncertain tax positions of $151,100 ($107,400, net of tax benefits) on the Company’s Consolidated Balance Sheet.

     The Company is currently under audit by the Internal Revenue Service for the tax years 2003 to 2005. The Company does not expect the audit of these years to be effectively settled within the next 12 months. The Company is also currently under audit in many jurisdictions outside the United States; none of these audits is individually material to the Company’s results of operations or financial position. The Company believes that it is reasonably possible that approximately $68,000 of its unrecognized tax benefits, each of which are individually insignificant, may be resolved in the next 12 months as a result of settlements, lapses of statutes of limitations and other adjustments.

4. REORGANIZATION 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 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.

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’s reorganization activity was as follows:

		Three Months Ended								Six Months Ended
		February 29,				February 28,				February 29,				February 28,
		2008				2007				2008				2007
Reorganization liability, beginning of period		$	294,220			$	365,603			$	401,228			$	350,864
Final determinations (1)			(51,871	)			(21,014	)			(82,113	)			(21,836	)
Changes in estimates			51,871				21,014				82,113				21,836
Benefit recorded			—				—				—				—
Interest expense accrued			5,811				6,316				14,134				12,395
Payments			—				—				(143,184	)			—
Foreign currency translation			9,673				2,263				37,526				10,923
Reorganization liability, end of period		$	309,704			$	374,182			$	309,704			$	374,182

     As of February 29, 2008, reorganization liabilities of $299,119 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 $10,585 were included in Other non-current liabilities. Timing of the 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. It is possible the aggregate amount of such payments could exceed the reorganization liability currently recorded.

5. ACCUMULATED OTHER COMPREHENSIVE INCOME

     The components of Accumulated other comprehensive income were as follows:

		February 29,				August 31,
		2008				2007
Unrealized gains (losses) on marketable securities		$	14,408			$	(1,314	)
Foreign currency translation adjustments			134,136				93,861
Pension and postretirement plans, net of tax of $8,119 and $8,137, respectively			(8,558	)			(8,386	)
Accumulated other comprehensive income		$	139,986			$	84,161

     Comprehensive income was as follows:

		February 29,				February 28,
		2008				2007
Three months ended		$	437,911			$	290,455
Six months ended		$	843,667			$	596,905

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)

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 29,
		2007				Adjustments (1)				Adjustments				2008
Communications & High Tech		$	115,197			$	22,816			$	2,386			$	140,399
Financial Services			128,343				14,190				1,034				143,567
Products			287,576				29,367				3,500				320,443
Public Service			71,211				57,553				304				129,068
Resources			41,401				6,580				(221	)			47,760
Total		$	643,728			$	130,506			$	7,003			$	781,237

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 were as follows:

		Pension Benefits
		Three Months Ended
		February 29, 2008								February 28, 2007
Components of pension benefits expense		U.S. Plans				Non-U.S. Plans				U.S. Plans				Non-U.S. Plans
Service cost		$	8,325			$	12,125			$	12,706			$	13,509
Interest cost			14,988				8,369				13,510				7,041
Expected return on plan assets			(17,638	)			(9,013	)			(14,946	)			(6,562	)
Amortization of loss (gain)			480				(369	)			325				344
Amortization of prior service cost			70				119				182				155
Total		$	6,225			$	11,231			$	11,777			$	14,487

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)

		Pension Benefits
		Six Months Ended
		February 29, 2008								February 28, 2007
Components of pension benefits expense		U.S. Plans				Non-U.S. Plans				U.S. Plans				Non-U.S. Plans
Service cost		$	16,650			$	24,332			$	25,412			$	26,836
Interest cost			29,976				16,590				27,020				13,997
Expected return on plan assets			(35,276	)			(17,942	)			(29,892	)			(13,081	)
Amortization of transitional obligation			—				—				—				(20	)
Amortization of loss (gain)			960				(721	)			650				694
Amortization of prior service cost			140				230				364				310
Curtailment gain			(13,898	)			—				—				—
Total		$	(1,448	)		$	22,489			$	23,554			$	28,736

		Postretirement Benefits
		Three Months Ended
		February 29, 2008								February 28, 2007
Components of postretirement benefits expense		U.S. Plans				Non-U.S. Plans				U.S. Plans				Non-U.S. Plans
Service cost		$	1,744			$	365			$	1,668			$	319
Interest cost			1,653				465				1,520				401
Expected return on plan assets			(409	)			—				(375	)			—
Amortization of transitional obligation			20				—				20				—
Amortization of loss			—				20				—				17
Amortization of prior service credit			(201	)			(212	)			(200	)			(199	)
Total		$	2,807			$	638			$	2,633			$	538

		Postretirement Benefits
		Six Months Ended
		February 29, 2008								February 28, 2007
Components of postretirement benefits expense		U.S. Plans				Non-U.S. Plans				U.S. Plans				Non-U.S. Plans
Service cost		$	3,488			$	725			$	3,334			$	623
Interest cost			3,306				923				3,040				783
Expected return on plan assets			(818	)			—				(750	)			—
Amortization of transitional obligation			40				—				40				—
Amortization of loss			—				39				—				33
Amortization of prior service credit			(402	)			(421	)			(400	)			(389	)
Total		$	5,614			$	1,266			$	5,264			$	1,050

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)

8. MATERIAL TRANSACTIONS AFFECTING SHAREHOLDERS’ EQUITY

Share Purchase 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 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.

     The Company’s share purchase activity during the six months ended February 29, 2008 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			10,250,028			$	358,052				—			$	—				10,250,028			$	358,052
Other share purchase programs			5,898,398				196,357	(1)			14,433,910				534,316				20,332,308				730,673
Other purchases (2)			1,976,247				79,692				—				—				1,976,247				79,692
Total			18,124,673			$	634,101				14,433,910			$	534,316				32,558,583			$	1,168,417

     On October 25, 2007, the Board of Directors of Accenture Ltd authorized an additional $3,000,000 for share purchases. Management has discretion to use this authorization for purchases under either the Company’s publicly announced open-market share purchase program or its other share purchase programs.

     As of February 29, 2008, the Company’s aggregate available authorization was $3,561,581 for its open-market share purchase program and its other share purchase programs.

Waiver of Certain Transfer Restrictions

     On March 26, 2008, Accenture SCA enacted a graduated waiver of certain transfer restrictions applicable to former senior executives who hold Accenture SCA Class I common shares received at the time of the initial public offering of Accenture Ltd Class A common shares in July 2001 (“covered shares”). As a result, covered shares that would otherwise not become available for transfer until either July 24, 2008 or July 24, 2009 will become transferable by the holders on an accelerated basis beginning in April 2008.

Dividend

     On November 15, 2007, a cash dividend of $0.42 per share was paid on Accenture Ltd’s Class A common shares to shareholders of record at the close of business on October 12, 2007, resulting in a cash outlay of $252,232. On November 15, 2007, a cash dividend of $0.42 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 9, 2007, resulting in cash outlays of $80,153 and $1,300, 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.

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)

9. COMMITMENTS AND CONTINGENCIES

Commitments and Guarantees

     The Company has the right to purchase substantially all of the remaining outstanding shares of its affiliate, Avanade Inc. (“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.

     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 29, 2008, 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 February 29, 2008, it had assumed an aggregate potential liability of approximately $1,189,000 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 $88,000 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 February 29, 2008, the Company or its present personnel had been named as a defendant in various litigation matters. We or our personnel also from time to time are involved in investigations by various regulatory or legal authorities concerning matters arising in the course of our 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 position.

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)

10. SEGMENT REPORTING

     The Company’s reportable operating segments are the five operating groups, which are Communications & High Tech, Financial Services, Products, Public Service (known as “Government” prior to September 1, 2007) and Resources. Information regarding the Company’s reportable operating segments is as follows:

		Three Months Ended
		February 29, 2008								February 28, 2007
		Revenues Before				Operating				Revenues Before				Operating
		Reimbursements				Income				Reimbursements				Income
Communications & High Tech		$	1,339,411			$	184,926			$	1,086,164			$	113,600
Financial Services			1,209,223				142,792				1,050,667				103,809
Products			1,439,002				161,806				1,165,094				140,331
Public Service			674,520				22,443				655,064				92,629
Resources			943,595				126,090				787,420				109,023
Other			5,563				—				5,429				—
Total		$	5,611,314			$	638,057			$	4,749,838			$	559,392

		Six Months Ended
		February 29, 2008								February 28, 2007
		Revenues Before				Operating				Revenues Before				Operating
		Reimbursements				Income				Reimbursements				Income
Communications & High Tech		$	2,651,143			$	312,958			$	2,182,554			$	248,001
Financial Services			2,453,193				322,316				2,117,914				237,701
Products			2,911,858				380,931				2,359,762				347,410
Public Service			1,383,482				90,821				1,282,892				120,991
Resources			1,874,557				257,430				1,550,410				214,881
Other			10,994				—				10,394				—
Total		$	11,285,227			$	1,364,456			$	9,503,926			$	1,168,984

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

     The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and related Notes included elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended August 31, 2007, and with the information under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended August 31, 2007.

     We use the terms “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 2007” means the 12-month period that ended on August 31, 2007. All references to quarters, unless otherwise noted, refer to the quarters of our fiscal year.

Disclosure Regarding Forward-Looking Statements

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

•		If our pricing structures do not accurately anticipate the cost and complexity of performing our work, then our contracts could be unprofitable.
•		Many of our contracts utilize performance pricing that links some of our fees to the attainment of various performance or business targets. This could increase the variability of our revenues and margins.
•		Our alliance relationships may not be successful.
•		Our global operations are subject to complex risks, some of which might be beyond our control.
•		Our profitability could suffer if we are not able to control our costs.
•		If we are unable to attract, retain and motivate employees or efficiently utilize their skills, we might not be able to compete effectively and will not be able to grow our business.
•		If we are unable to collect our receivables or unbilled services, our results of operations and cash flows could be adversely affected.
•		Our services or solutions could infringe upon the intellectual property rights of others or we might lose our ability to utilize the intellectual property of others.
•		We have only a limited ability to protect our intellectual property rights, which are important to our success.
•		Tax legislation and negative publicity related to Bermuda companies could lead to an increase in our tax burden or affect our relationships with our clients.
•		If we are unable to manage the organizational challenges associated with the size and expansion of our Company, we might be unable to achieve our business objectives.
•		We may not be successful at identifying, acquiring or integrating other businesses or technologies.
•		Consolidation in the industries that we serve could adversely affect our business.
•		The share price of Accenture Ltd Class A common shares 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, 2007. 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.

     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. Although we are continuing to see strong demand for our services, we continue to expect that revenue growth rates across our segments and between consulting and outsourcing services may vary from quarter to quarter during the remainder of fiscal 2008 as economic conditions vary in different industries and geographic markets.

     Revenues before reimbursements (“net revenues”) for the three and six months ended February 29, 2008 were $5.61 billion and $11.29 billion, respectively, compared with $4.75 billion and $9.50 billion, respectively, for the three and six months ended February 28, 2007, increases of 18% and 19%, respectively, in U.S. dollars and 11% and 12%, respectively, in local currency.

     Consulting net revenues for the three and six months ended February 29, 2008 were $3.35 billion and $6.81 billion, respectively, compared with $2.83 billion and $5.74 billion, respectively, for the three and six months ended February 28, 2007, increases of 18% and 19%, respectively, in U.S. dollars and 11% for both periods in local currency.

     Outsourcing net revenues for the three and six months ended February 29, 2008 were $2.26 billion and $4.48 billion, respectively, compared with $1.92 billion and $3.76 billion, respectively, for the three and six months ended February 28, 2007, increases of 18% and 19%, respectively, in U.S. dollars and 11% and 12%, respectively, in local currency. 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 continue to be of shorter duration and therefore of smaller initial total contract 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 2007 and the first and second quarters of fiscal 2008, 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 2008, our U.S. dollar revenue growth will be higher than our growth in local currency. 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.

     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. Utilization for the three months ended February 29, 2008 was approximately 83%, consistent with the first quarter of fiscal 2008 and in the range we expect. Utilization for the three months ended February 28, 2007 was approximately 86%. 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 include reorganization costs and benefits, which may vary substantially from year to year.

     Gross margin (net revenues less cost of services before reimbursements as a percentage of net revenues) for the three and six months ended February 29, 2008 was 29.5% and 29.8%, respectively, compared with 29.6% and 29.9%, respectively, for the three and six months ended February 28, 2007.

     One of our cost-management strategies 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, excluding involuntary terminations, in the second quarter of fiscal 2008 was 15%, compared to 17% in the second quarter of fiscal 2007. We monitor our current and projected future demands, and recruit new employees as needed to balance our mix of skills and resources to meet that demand, to replace departing employees, and to expand our global sourcing approach, which includes our Global Delivery Network and other capabilities around the world. From time to time, we adjust compensation 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. We also use managed attrition as a means to keep our supply of skills and resources in balance with client demand. In addition, compensation increases, which for the majority of our personnel were effective September 1, 2007, were higher than in prior fiscal years. As in prior 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 headcount and 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 net revenues were 18.0% and 17.5% for the three and six months ended February 29, 2008, respectively, compared with 17.7% and 17.4% for the three and six months ended February 28, 2007, respectively. The increase as a percentage of net revenues is related to higher selling costs accociated with the development of early stage opportunities, particularly in our Public Service operating group.

     Operating income as a percentage of net revenues decreased to 11.4% for the three months ended February 29, 2008, from 11.8% for the three months ended February 28, 2007. Operating income as a percentage of net revenues decreased to 12.1% for the six months ended February 29, 2008, from 12.3% for the six months ended February 28, 2007.

Bookings and Backlog

     New contract bookings for the three months ended February 29, 2008 were $6,438 million, with consulting bookings of $3,788 million and outsourcing bookings of $2,650 million. New contract bookings for the six months ended February 29, 2008 were $12,353 million, with consulting bookings of $7,160 million and outsourcing bookings of $5,193 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 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, 2007.

Revenues by Segment/Operating Group

     Our five reportable operating segments are our operating groups, which are Communications & High Tech, Financial Services, Products, Public Service (known as “Government” prior to September 1, 2007) 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 consulting and systems integration services, 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.

Results of Operations for the Three Months Ended February 29, 2008 Compared to the Three Months Ended February 28, 2007

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

														Percent				Percent of Net Revenues
														Increase/				for the
		Three Months Ended								Percent				(Decrease)				Three Months Ended
		February 29,				February 28,				Increase				Local				February 29,				February 28,
		2008				2007				US$				Currency				2008				2007
		(in millions)
OPERATING GROUPS
Communications & High Tech		$	1,339			$	1,086				23	%			15	%			24	%			23	%
Financial Services			1,209				1,051				15				7				21				22
Products			1,439				1,165				24				17				26				24
Public Service			675				655				3				(1	)			12				14
Resources			944				787				20				12				17				17
Other			5				6				n/m				n/m				—				—
TOTAL Net Revenues			5,611				4,750				18	%			11	%			100	%			100	%
Reimbursements			447				419				6
TOTAL REVENUES		$	6,058			$	5,169				17	%
GEOGRAPHIC REGIONS
Americas		$	2,317			$	2,043				13	%			10	%			41	%			43	%
EMEA (1)			2,791				2,334				20				9				50				49
Asia Pacific			503				373				35				23				9				8
TOTAL Net Revenues		$	5,611			$	4,750				18	%			11	%			100	%			100	%
TYPE OF WORK
Consulting		$	3,351			$	2,834				18	%			11	%			60	%			60	%
Outsourcing			2,260				1,916				18				11				40				40
TOTAL Net Revenues		$	5,611			$	4,750				18	%			11	%			100	%			100	%

     Revenues

     Our Communications & High Tech operating group achieved net revenues of $1,339 million for the three months ended February 29, 2008, compared with $1,086 million for the three months ended February 28, 2007, an increase of 23% in U.S. dollars and 15% in local currency. The increase was driven by growth in both consulting and outsourcing in all geographic regions and across all industry groups.

     Our Financial Services operating group achieved net revenues of $1,209 million for the three months ended February 29, 2008, compared with $1,051 million for the three months ended February 28, 2007, an increase of 15% in U.S. dollars and 7% in local currency. The increase was primarily due to outsourcing growth in our Banking industry group across all geographic regions and in our Insurance and Capital Markets industry groups in the Americas region.

     Our Products operating group achieved net revenues of $1,439 million for the three months ended February 29, 2008, compared with $1,165 million for the three months ended February 28, 2007, an increase of 24% in U.S. dollars and 17% in local currency, with consulting and outsourcing growth across all geographic regions. The increase was driven by strong growth in the Americas region across all industry groups and in the EMEA region, led by our Consumer Goods & Services and Industrial Equipment industry groups.