Washington, DC 20549
Form 8-K
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 25, 2008
(Exact name of Registrant as specified in its charter)
(State or other jurisdiction
of incorporation)
File Number)
(I.R.S. Employer
Identification No.)
Canon’s Court
22 Victoria Street
Hamilton HM12, Bermuda

(Address of principal executive offices)
Registrant’s telephone number, including area code: (441) 296-8262
Not Applicable
(Former name or former address, if changed since last report)
     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Item 2.02 Results of Operations and Financial Condition
     On September 25, 2008, Accenture issued a press release announcing financial results for its fourth quarter and full fiscal year ended August 31, 2008.
     A copy of the press release is attached hereto as Exhibit 99.1. All information in the press release is furnished but not filed.
Non-GAAP Financial Information
     In the attached press release Accenture discloses the following non-GAAP financial measures:
    Free cash flow (defined as operating cash flow net of property and equipment additions). Accenture’s management believes that this information provides meaningful additional information regarding the company’s liquidity.
    Percentage changes in revenues before reimbursements on a local currency basis. Accenture’s management believes that information regarding changes in its revenues before reimbursements (net revenues) that excludes the effect of fluctuations in foreign currency exchange rates facilitates meaningful comparison of its revenues before reimbursements between periods.
Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are included in the press release. While Accenture’s management believes that this non-GAAP financial information is useful in evaluating Accenture’s operations, this information should be considered as supplemental in nature and not as a substitute for the related financial information prepared in accordance with GAAP.
Item 3.03   Material Modification to Rights of Security Holders
     On September 25, 2008, Accenture Ltd and Accenture SCA enacted graduated waivers of certain transfer restrictions applicable to former senior executives who hold Accenture Ltd Class A common shares and 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, approximately 21 million Accenture Ltd covered shares and approximately 40 million Accenture SCA covered shares that would otherwise not have become available for transfer until July 24, 2009 will become transferable by the holders on an accelerated basis. The transfer restrictions are being released in roughly equal quarterly installments beginning in the first quarter of fiscal 2009.
Item 9.01   Financial Statements and Exhibits
(d) Exhibits
Press Release of Accenture, dated September 25, 2008



     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: September 25, 2008  ACCENTURE LTD
  By:   /s/ Douglas G. Scrivner    
  Name:   Douglas G. Scrivner   
  Title:   General Counsel and Secretary