Per Share		Total
Initial public offering price		$14.50		$1,667,500,000
Underwriting discount		$  0.68		$    78,200,000
Proceeds, before expenses, to Accenture Ltd		$13.82		$1,589,300,000

Goldman Sachs International

Morgan Stanley

Communications & High Tech		Financial Services		Products		Resources		Government
Ÿ  Communications		Ÿ  Banking		Ÿ  Automotive		Ÿ  Chemicals		Ÿ  Government
Ÿ Electronics &		Ÿ Health Services		Ÿ Consumer Goods		Ÿ  Energy
High Tech		Ÿ  Insurance		& Services		Ÿ Forest Products
Ÿ Media &				Ÿ  Industrial		Ÿ Metals & Mining
Entertainment				Equipment		Ÿ  Utilities
				Ÿ  Pharmaceuticals &
				Medical Products
				Ÿ  Retail
				Ÿ  Transportation &
				Travel Services
Percent of revenues before reimbursements for the year ended August 31, 2000
29%		26%		19%		17%		8%

Ÿ Strategy & Business Architecture Ÿ Customer Relationship Management Ÿ Supply Chain Management Ÿ Human Performance

Ÿ Finance & Performance Management Ÿ Technology Research & Innovation Ÿ Solutions Engineering Ÿ Solutions Operations

(1)	Includes non-partner employees.

(2)	Generally consists of our partners in countries other than Australia, Canada, Denmark, France, Italy, New Zealand, Norway, Spain, Sweden and the United States.

(3)

Generally consists of our partners in Australia, Canada, Denmark, France, Italy, New Zealand, Norway, Spain, Sweden and the United States. Our partners in Canada and New Zealand do not hold Accenture Ltd Class A common shares or Accenture SCA Class I common shares, but instead hold Accenture Canada Holdings exchangeable shares. Each of these exchangeable shares is exchangeable at the option of the holder for an Accenture Ltd Class A common share on a one-for-one basis and entitles its holder to receive distributions equal to any distributions to which an Accenture Ltd Class A common share entitles its holder.

Class A common shares offered in the           offering		115,000,000 Class A common shares.
Class A common shares to be outstanding           immediately following the offering(1)		394,981,895 Class A common shares (or 990,439,231 Class A common shares if our partners’ holdings of Accenture SCA Class I common shares and Accenture Canada Holdings exchangeable shares are redeemed or exchanged for newly issued Class A common shares on a one-for-one basis).

(1)	Class A common shares to be outstanding immediately following the offering and the other information in the prospectus based thereon reflects:

Ÿ

115,000,000 Class A common shares offered in the offering;

Ÿ

212,257,238 Class A common shares held by our partners (or 807,714,574 Class A common shares if our partners’ holdings of Accenture SCA Class I common shares and Accenture Canada Holdings exchangeable shares are redeemed or exchanged for newly issued Class A common shares on a one-for-one basis); and

Ÿ

67,724,657 Class A common shares underlying restricted share units that are fully vested or are scheduled to fully vest prior to the end of the current fiscal year. Information in the prospectus also reflects the assumed issuance of an equivalent number of Accenture SCA Class I common shares to be issued to Accenture Ltd in connection with these restricted share units.

Class A common shares to be outstanding immediately following the offering and the other information in the prospectus based thereon does not reflect:

Ÿ

17,250,000 Class A common shares issuable upon exercise of the underwriters’ overallotment option;

Ÿ

6,695,091 Class A common shares underlying restricted share units that will not fully vest prior to the end of the current fiscal year; and

Ÿ

97,270,000 Class A common shares issuable pursuant to options.

See “Accenture Organizational Structure” and “Management—Employee Awards.”

By Accenture Ltd		Accenture Ltd intends to use the net proceeds from the offering to subscribe for Accenture SCA Class I common shares.
By Accenture SCA		Accenture SCA intends to use the proceeds it receives from the issuance of its Class I common shares as follows:
		Ÿ  approximately $839 million for costs and expenses incurred in connection with our transition to a corporate structure;

Ÿ  approximately $338 million to repay amounts outstanding under our revolving credit facilities; and

Ÿ  the balance for working capital, which previously was funded by our partners, and for general corporate purposes.

Voting rights

Each Class A common share and each Class X common share will entitle its holder to one vote per share on all matters submitted to a vote of shareholders of Accenture Ltd. Immediately following the offering, our partners will own or control Class A common shares and Class X common shares representing, in the aggregate, approximately 82% of the voting interest in Accenture Ltd, or approximately 80% if the underwriters exercise their overallotment option in full. All of our partners who hold Class A or Class X common shares have entered into a voting agreement that requires them to vote as a group with respect to all matters voted upon by shareholders of Accenture Ltd. For a discussion of the voting agreement, see “Certain Relationships and Related Transactions—Voting Agreement.” Our partners will effectively control us for as long as they continue to hold a significant block of voting rights.

Dividend and distribution policy

We currently do not anticipate that Accenture Ltd or Accenture SCA will pay dividends.

Transfer restrictions

The equity interests that our partners own are subject to transfer restrictions that generally restrict sales for one year and then permit sales in increasing amounts over the subsequent seven years. For a discussion of the terms of the transfer restrictions, see “Certain Relationships and Related Transactions—Voting Agreement” and “—Accenture SCA Transfer Rights Agreement” and “Risk Factors—Risks That Relate to Your Ownership of Our Class A Common Shares—Our share price may decline due to the large number of Class A common shares eligible for future sale.”

New York Stock Exchange symbol

“ACN”

Risk factors

For a discussion of some of the factors you should consider before buying our Class A common shares, see “Risk Factors.”

		Historical															Pro forma as adjusted			Historical						Pro forma as adjusted
		Year ended August 31,															Year ended August 31, 2000			Nine months ended May 31,						Nine months ended May 31,
		1996			1997			1998			1999			2000						2000			2001			2001
		(in millions, except share and per share data)
Income Statement Data:
Revenues:
Revenues before reimbursements		$4,942			$6,275			$8,215			$  9,550			$  9,752			$          9,752			$7,245			$    8,666			$          8,666
Reimbursements		768			1,172			1,425			1,529			1,788			1,788			1,301			1,475			1,475
Revenues		5,710			7,447			9,640			11,079			11,540			11,540			8,546			10,141			10,141
Operating expenses:*
Cost of services:*
Cost of services before reimbursable expenses*		2,678			3,470			4,700			5,457			5,486			6,138			4,000			4,509			5,243
Reimbursable expenses		768			1,172			1,425			1,529			1,788			1,788			1,301			1,475			1,475
Cost of services*		3,446			4,642			6,125			6,986			7,274			7,926			5,301			5,984			6,718
Sales and marketing*		532			611			696			790			883			1,192			651			771			1,065
General and administrative costs*		659			819			1,036			1,271			1,297			1,441			936			1,131			1,177
Reorganization and rebranding costs*		—			—			—			—			—			—			—			777			332
Total operating expenses*		4,637			6,072			7,857			9,047			9,454			10,559			6,888			8,663			9,292
Operating income*		1,073			1,375			1,783			2,032			2,086			981			1,658			1,478			849
Gain on investments, net		—			—			—			92			573			573			534			180			180
Interest income		—			—			—			60			67			67			45			59			59
Interest expense		(16	)		(19	)		(17	)		(27	)		(24	)		(35	)		(18	)		(26	)		(41	)
Other income (expense)		(4	)		4			(6	)		(5	)		51			51			32			21			21
Equity in losses of affiliates		—			—			(1	)		(6	)		(46	)		(46	)		(9	)		(53	)		(53	)
Income before taxes*		1,053			1,360			1,759			2,146			2,707			1,591			2,242			1,659			1,015
Provision for taxes (1)		116			118			74			123			243			636			194			420			406
Income before minority interest and cumulative     change in accounting*		937			1,242			1,685			2,023			2,464			955			2,048			1,239			609
Minority interest		—			—			—			—			—			573			—			—			365
Income before cumulative change in accounting*		937			1,242			1,685			2,023			2,464			$            382			2,048			1,239			$            244
Cumulative effect of accounting change		—			—			—			—			—						—			188
Partnership income before partner distributions* (2)		$  937			$1,242			$1,685			$  2,023			$  2,464						$2,048			$  1,427
Earnings Per Share Data:
Earnings per share:
—basic																	$            0.97									$            0.62
—diluted																	$            0.96									$            0.61
Weighted average shares:
—basic																	394,981,895									396,320,913
—diluted																	991,108,740									992,280,381

*	Historical information excludes payments for partner distributions.

(1)

Provision for taxes is not the same as income taxes of a corporation. For the historical periods, we operated through partnerships in many countries. Therefore, we generally were not subject to income taxes in those countries. Taxes related to income earned by our partnerships were the responsibility of the individual partners. In other countries, we operated through corporations, and in these circumstances we were subject to income taxes.

(2)

Partnership income before partner distributions is not comparable to net income of a corporation similarly determined. Partnership income in historical periods is not executive compensation in the customary sense because partnership income is comprised of distributions of current earnings. Accordingly, compensation and benefits for services rendered by partners have not been reflected as an expense in our historical financial statements.

		Historical										Historical					Pro forma as adjusted
		As of August 31,										As of May 31,					As of May 31,
		1996		1997		1998		1999		2000		2000		2001			2001
		(in millions)
Balance Sheet Data:
Cash and cash equivalents		$  438		$  325		$  736		$1,111		$1,271		$1,297		$    724			$1,871
Working capital		280		175		531		913		1,015		1,023		(1,394	)		98
Total assets		2,323		2,550		3,704		4,615		5,451		5,491		4,929			6,120
Long-term debt		226		192		157		127		99		127		31			31
Total partners’ capital		696		761		1,507		2,208		2,368		2,579		—			—
Shareholders’ equity (deficit)		—		—		—		—		—		—		(1,255	)		140

Our services or products may infringe upon the intellectual property rights of others.

Our engagements with clients may not be profitable.

If our affiliates, alliances or venture capital portfolio companies do not succeed, we may not be successful in implementing our growth strategy.

Our global operations pose complex management, foreign currency, legal, tax and economic risks, which we may not adequately address.

Ÿ

the absence in some jurisdictions of effective laws to protect our intellectual property rights;

Ÿ

multiple and possibly overlapping and conflicting tax laws;

Ÿ

restrictions on the movement of cash;

Ÿ

the burdens of complying with a wide variety of national and local laws;

Ÿ

political instability;

Ÿ

currency fluctuations;

Ÿ

longer payment cycles;

Ÿ

restrictions on the import and export of certain technologies;

Ÿ

price controls or restrictions on exchange of foreign currencies; and

Ÿ

trade barriers.

The consulting, information technology and outsourcing markets are highly competitive, and we may not be able to compete effectively.

Ÿ

large accounting, consulting and other professional service firms, including some of the “Big 5” accounting firms;

Ÿ

information technology service providers;

Ÿ

application service providers;

Ÿ

packaged software vendors and resellers; and

Ÿ

service groups of computer equipment companies.

If we are unable to attract and retain employees in appropriate numbers, we will not be able to compete effectively and will not be able to grow our business.

Our transition to a corporate structure may adversely affect our ability to recruit, retain and motivate our partners and other key employees, which in turn could adversely affect our ability to compete effectively and to grow our business.

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

Our profitability will suffer if we are not able to maintain our prices and utilization rates and control our costs.

Ÿ

our clients’ perception of our ability to add value through our services;

Ÿ

competition;

Ÿ

introduction of new services or products by us or our competitors;

Ÿ

pricing policies of our competitors; and

Ÿ

general economic conditions.

Ÿ

seasonal trends, primarily as a result of our hiring cycle and holiday and summer vacations;

Ÿ

our ability to transition employees from completed projects to new engagements;

Ÿ

our ability to forecast demand for our services and thereby maintain an appropriate headcount; and

Ÿ

our ability to manage attrition.

Our quarterly revenues, operating results and profitability will vary from quarter to quarter, which may result in increased volatility of our share price.

Ÿ

seasonality;

Ÿ

the business decisions of our clients regarding the use of our services;

Ÿ

the timing of projects and their termination;

Ÿ

the timing and extent of gains and losses on our portfolio of investments;

Ÿ

the timing of income or loss from affiliates;

Ÿ

our ability to transition employees quickly from completed projects to new engagements;

Ÿ

the introduction of new products or services by us or our competitors;

Ÿ

changes in our pricing policies or those of our competitors;

Ÿ

our ability to manage costs, including personnel costs and support services costs;

Ÿ

costs related to possible acquisitions of other businesses; and

Ÿ

global economic conditions.

The historical and pro forma financial information in this prospectus may not permit you to predict our costs of operations.

Our management has no experience in managing a public company.

We expect to record substantial net losses in the fiscal quarter ended August 31, 2001 due to the one-time grant of restricted share units in connection with the offering.

We will continue to be controlled by our partners, whose interests may differ from those of our other shareholders.

Ÿ

elect the board of directors and remove directors;

Ÿ

control our management and policies;

Ÿ

determine the outcome of most corporate transactions or other matters submitted to the shareholders for approval, including mergers, amalgamations and the sale of all or substantially all of our assets; and

Ÿ

act in their own interest as partners, which may conflict with or not be the same as the interests of shareholders who are not partners.

Ÿ

select, for three to five years after the offering, five partner nominees for election to membership on the board of directors of Accenture Ltd;

Ÿ

make a non-binding recommendation to the board of directors of Accenture Ltd through a committee of partners regarding the selection of a chief executive officer of Accenture Ltd in the event a new chief executive officer is appointed within the first four years after the offering;

Ÿ

vote on new partner admissions;

Ÿ

approve the partners’ income plan as described below; and

Ÿ

hold a non-binding vote with respect to any decision to eliminate or materially change the current practice of allocating partner compensation on a relative, or “unit,” basis.

Our share price may decline due to the large number of Class A common shares eligible for future sale.

Anniversary of offering		Number of Class A common shares that become available for sale by our partners(1)		Percentage of Class A common shares outstanding immediately following the offering that become available for sale by our partners(1)
1		80,771,458		8%
2		121,157,186		12%
3		80,771,458		8%
4		80,771,458		8%
5		80,771,457		8%
6		80,771,457		8%
7		80,771,457		8%
8 or later		201,928,643		20%

(1)	Assumes our partners’ holdings of Accenture SCA Class I common shares and Accenture Canada Holdings exchangeable shares are redeemed or exchanged on a one-for-one basis. Also assumes that all partners remain our employees until the eighth anniversary of the offering.

There has been no prior market for the Class A common shares, and they may trade at prices below the initial public offering price.

You will experience immediate and substantial dilution in the book value of your Class A common shares.

We may need additional capital in the future, which may not be available to us. The raising of additional capital may dilute your ownership in us.

Ÿ

take advantage of opportunities, including more rapid expansion;

Ÿ

acquire complementary businesses or technologies;

Ÿ

develop new services and products; or

Ÿ

respond to competitive pressures.

We are registered in Bermuda, and a significant portion of our assets are located outside the United States. As a result, it may 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 may afford less protection to shareholders.

(1)	Includes non-partner employees.

(2)	Generally consists of our partners in countries other than Australia, Canada, Denmark, France, Italy, New Zealand, Norway, Spain, Sweden and the United States.

(3)

Generally consists of our partners in Australia, Canada, Denmark, France, Italy, New Zealand, Norway, Spain, Sweden and the United States. Our partners in Canada and New Zealand do not hold Accenture Ltd Class A common shares or Accenture SCA Class I common shares but instead hold Accenture Canada Holdings exchangeable shares. Each of these exchangeable shares is exchangeable at the option of the holder for an Accenture Ltd Class A common share on a one-for-one basis and entitles its holder to receive distributions equal to any distributions to which an Accenture Ltd Class A common share entitles its holder.

Ÿ

approximately $839 million for costs and expenses incurred in connection with our transition to a corporate structure;

Ÿ

approximately $338 million to repay amounts outstanding under our revolving credit facilities; and

Ÿ

the balance for working capital, which previously was funded by our partners, and for general corporate purposes.

Ÿ

on a historical consolidated basis; and

Ÿ

on a pro forma consolidated basis adjusted to reflect our sale in the offering of 115,000,000 Class A common shares at the public offering price of $14.50 per share, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

		As of May 31, 2001
		(Unaudited)
		Historical			Pro forma as adjusted
		(in millions)
Cash and cash equivalents		$    724			$  1,871
Short-term bank borrowings		$    528			$    190
Current portion of long-term debt		3			3
Long-term debt		31			31
Minority interests		—			209
Shareholders’ equity (deficit):
Preferred shares: 2,000,000,000 shares authorized, 0 shares issued and           outstanding, 0 shares issued and outstanding pro forma as adjusted		—			—
Class A common shares, par value $0.0000225 per share, 20,000,000,000           shares authorized, 212,335,318 shares issued and outstanding,           327,257,238 shares issued and outstanding pro forma as adjusted		—			—
Class X common shares, par value $0.0000225 per share, 1,000,000,000           shares authorized, 591,161,472 shares issued and outstanding,           591,161,472 shares issued and outstanding pro forma as adjusted		—			—
Restricted share units (related to Class A common shares), 0 units           issued and outstanding, 74,419,748 units issued and outstanding           pro forma as adjusted		—			1,079
Additional paid-in capital		—			1,362
Retained earnings (deficit)		(1,178	)		(2,127	)
Deferred compensation		—			(97	)
Accumulated other comprehensive income (loss)		(77	)		(77	)
Total shareholders’ equity (deficit)		(1,255	)		140
Total capitalization		$    (693	)		$    573

Initial public offering price per Class A common share					$14.50
Net tangible book value per share as of May 31, 2001		$(4.56	)
Increase in net tangible book value per share attributable to new investors		4.86
Net tangible book value per share after giving effect to the offering (1)					0.30
Dilution in net tangible book value per share to new investors (2)					$14.20

(1)	Intangible assets as of May 31, 2001 were $20 million, relating to intangible assets acquired in connection with the separation from Andersen Worldwide and Arthur Andersen, or $0.05 per share after giving effect to the adjustments for the offering described under “Pro Forma Financial Information.”

(2)	Dilution is determined by subtracting net tangible book value per share after giving effect to the offering from the initial public offering price per share paid by a new investor.

Ÿ

the transactions related to our transition to a corporate structure described under “Certain Relationships and Related Transactions—Reorganization and Related Transactions;”

Ÿ

compensation payments to employees who were partners prior to our transition to a corporate structure; and

Ÿ

provision for corporate income taxes.

Ÿ

net compensation cost of approximately $1,002 million resulting from the grant of restricted share units in connection with the offering; and

Ÿ

recognition of a charitable contribution of $16 million.

Ÿ

approximately $839 million, including current taxes payable of $61 million and deferred tax liabilities of $333 million, for costs associated with our transition to a corporate structure; and

Ÿ

recognition of deferred tax assets, net of approximately $172 million.

		For the nine months ended May 31, 2001
		Historical			Pro forma adjustments			Pro forma			Adjustments for the offering			Pro forma as adjusted
		(in millions, except share and per share data)
Revenues:
Revenues before reimbursements		$  8,666			$			$  8,666			$			$            8,666
Reimbursements		1,475						1,475						1,475
Revenues		10,141						10,141						10,141
Operating expenses:*
Cost of services:*
Cost of services before reimbursable expenses*		4,509			725	(a)		5,234			9	(g)		5,243
Reimbursable expenses		1,475						1,475						1,475
Cost of services*		5,984			725			6,709			9			6,718
Sales and marketing*		771			290	(a)		1,061			4	(g)		1,065
General and administrative costs*		1,131			44	(a)		1,175			2	(g)		1,177
Reorganization and rebranding costs*		777			(445	)(b)		332						332
Total operating expenses*		8,663			614			9,277			15			9,292
Operating income*		1,478			(614	)		864			(15	)		849
Gain on investments, net		180						180						180
Interest income		59						59						59
Interest expense		(26	)		(15	)(c)		(59	)		18	(h)		(41	)
					(18	)(d)
Other income (expense)		21						21						21
Equity in losses of affiliates		(53	)					(53	)					(53	)
Income before taxes*		1,659			(647	)		1,012			3			1,015
Provision for taxes (1)		420			207	(e)		405			1	(e)		406
					(222	)(b)
Income before minority interest and cumulative change in     accounting*		1,239			(632	)		607			2			609
Minority interest		—			449	(f)		449			(84	)(f)		365
Partnership income before partner distributions and cumulative     change in accounting* (2)		$  1,239
Income (loss) before cumulative change in accounting					$(1,081	)		$    158			$ 86			244
Earnings per share:
Income before cumulative change in accounting applicable         to common shareholders:
—basic														$              0.62
—diluted														$              0.61
Weighted average shares:
—basic														396,320,913	(i)
—diluted														992,280,381	(i)

*	Historical information excludes payments for partner distributions.

(1)

Provision for taxes is not the same as income taxes of a corporation. For the historical periods, we operated through partnerships in many countries. Therefore, we generally were not subject to income taxes in those countries. Taxes related to income earned by our partnerships were the responsibility of the individual partners. In other countries, we operated through corporations, and in these circumstances we were subject to income taxes.

(2)

Partnership income before partner distributions is not comparable to net income of a corporation similarly determined. Partnership income in historical periods is not executive compensation in the customary sense because partnership income is comprised of distributions of current earnings. Accordingly, compensation and benefits for services rendered by partners have not been reflected as an expense in our historical financial statements.

		For the year ended August 31, 2000
		Historical			Pro forma adjustments			Pro forma			Adjustments for the offering			Pro forma as adjusted
		(in millions, except share and per share data)
Revenues:
Revenues before reimbursements		$ 9,752			$			$ 9,752			$			$            9,752
Reimbursements		1,788						1,788						1,788
Revenues		11,540						11,540						11,540
Operating expenses:*
Cost of services:*
Cost of services before reimbursable expenses*		5,486			641	(a)		6,127			11	(g)		6,138
Reimbursable expenses		1,788						1,788						1,788
Cost of services*		7,274			641			7,915			11			7,926
Sales and marketing*		883			304	(a)		1,187			5	(g)		1,192
General and administrative costs*		1,297			141	(a)		1,438			3	(g)		1,441
Total operating expenses*		9,454			1,086			10,540			19			10,559
Operating income*		2,086			(1,086	)		1,000			(19	)		981
Gain on investments, net		573						573						573
Interest income		67						67						67
Interest expense		(24	)		(11	)(c)		(60	)		25	(h)		(35	)
					(25	)(d)
Other income (expense)		51						51						51
Equity in losses of affiliates		(46	)					(46	)					(46	)
Income before taxes		2,707			(1,122	)		1,585			6			1,591
Provision for taxes (1)		243			391	(e)		634			2	(e)		636
Income before minority interest*		2,464			(1,513	)		951			4			955
Minority interest		—			704	(f)		704			(131	)(f)		573
Partnership income before partner distributions* (2)		$  2,464
Net income (loss)					$(2,217	)		$    247			$ 135			$              382
Earnings per share:
Net income applicable to common shareholders:
—basic														$              0.97
—diluted														$              0.96
Weighted average shares:
—basic														394,981,895	(i)
—diluted														991,108,740	(i)

*	Historical information excludes payments for partner distributions.

(1)

Provision for taxes is not the same as income taxes of a corporation. For the historical periods, we operated through partnerships in many countries. Therefore, we generally were not subject to income taxes in those countries. Taxes related to income earned by our partnerships were the responsibility of the individual partners. In other countries, we operated through corporations, and in these circumstances we were subject to income taxes.

(2)

Partnership income before partner distributions is not comparable to net income of a corporation similarly determined. Partnership income in historical periods is not executive compensation in the customary sense because partnership income is comprised of distributions of current earnings. Accordingly, compensation and benefits for services rendered by partners have not been reflected as an expense in our historical financial statements.

		Historical			Pro forma adjustments		Pro forma			Adjustments for the offering			Pro forma as adjusted
		(in millions)
Current assets:
Cash and cash equivalents		$  724			$		$  724			$1,571	(j)		$1,871
										(16	)(k)
										(70	)(l)
										(338	)(m)
Short-term investments		—					—						—
Receivables from clients		1,588					1,588						1,588
Unbilled services		808					808						808
Due from related parties		3					3						3
Deferred tax assets		126					126			(14	)(l)		112
Other current assets		227					227						227
Total current assets		3,476					3,476			1,133			4,609
Non-current assets:
Due from related parties		31					31						31
Investments		382					382						382
Property and equipment, net		793					793						793
Deferred tax assets		145					145			79	(g)		203
										(21	)(l)
Other non-current assets		102					102						102
Total non-current assets		1,453					1,453			58			1,511
Total assets		$4,929			$		$4,929			$1,191			$6,120
Current liabilities:
Short-term bank borrowings		$  528			$		$  528			$  (338	)(m)		$  190
Current portion of long-term debt		3					3						3
Accounts payable		158					158						158
Due to related parties		1,364					1,364						1,364
Deferred revenues		928					928						928
Accrued payroll and related benefits		1,014					1,014			(35	)(l)		999
										20	(g)
Taxes payable		233					233			(6	)(k)		227
Deferred tax liabilities		310					310						310
Other accrued liabilities		332					332						332
Total current liabilities		4,870					4,870			(359	)		4,511
Non-current liabilities:
Long-term debt		31					31						31
Retirement benefits		345					345						345
Deferred tax liabilities		98					98						98
Other non-current liabilities		840					840			(54	)(l)		786
Total non-current liabilities		1,314					1,314			(54	)		1,260
Minority interest		—					—			209	(f)		209
Shareholders’ equity (deficit)
Preferred shares: 2,000,000,000 shares authorized, 0 shares issued and       outstanding, 0 shares issued and outstanding pro forma, 0 shares issued       and outstanding pro forma as adjusted		—					—						—
Class A common shares, par value $0.0000225 per share, 20,000,000,000       shares authorized, 212,335,318 shares issued and outstanding,       212,257,238 shares issued and outstanding pro forma, 327,257,239       shares issued and outstanding pro forma as adjusted		—					—						—
Class X common shares, par value $0.0000225 per share, 1,000,000,000       shares authorized, 591,161,472 shares issued and outstanding,       591,161,472 shares issued and outstanding pro forma, 591,161,472       shares issued and outstanding pro forma as adjusted		—					—						—
Restricted share units (related to Class A common shares), 0 units issued       and outstanding, 0 units issued and outstanding pro forma, 74,419,748       units issued and outstanding pro forma as adjusted		—					—			982	(g)		1,079
										97	(g)
Additional paid-in capital		—					—			1,571	(j)		1,362
										(209	)(f)
Retained earnings (deficit)		(1,178	)				(1,178	)		(10	)(k)		(2,127	)
										(16	)(l)
										79	(g)
										(1,002	)(g)
Deferred compensation		—					—			(97	)(g)		(97	)
Accumulated other comprehensive income (loss)		(77	)				(77	)					(77	)
Total shareholders’ equity (deficit)		(1,255	)				(1,255	)		1,395			140
Total liabilities and shareholders’ equity (deficit)		$4,929			$		$4,929			$1,191			$6,120

(a)

Adjustments reflect compensation and benefit costs totaling $1,059 and $1,086 for the nine months ended May 31, 2001 and for the year ended August 31, 2000, respectively, that we would have paid to our partners had we been in a corporate structure during the historical periods. Since we have operated in historical periods as a series of related partnerships and corporations under the control of our partners, payments to our partners have generally been accounted for as distributions of partners’ income, rather than compensation expense. As a result, our net income and compensation and benefits expense have not reflected any payments for services rendered by partners. As a corporation, we will include payments for services rendered by our partners in compensation and benefits expense. The new compensation plan adopted by us is comprised of a fixed salary amount, benefits and performance-based bonuses. All elements of the new compensation plan, including bonus, have been reflected in these adjustments because our partners would have earned the bonus based on our results of operations for the historical periods. Compensation cost in the pro forma income statement does not include the fair value of restricted share units to be granted at the time of the offering to some former U.S. employees, some former partners and substantially all employees that vest upon grant or on August 31, 2001, discussed under note (g), because they are a one-time grant in connection with the offering.

Benefit costs are medical, dental and payroll taxes, all of which are based on estimated costs that would have been incurred had these benefits been in place during the historical periods.

Compensation and benefit costs of partners have been allocated 69% and 59% to cost of services, 27% and 28% to sales and marketing, and 4% and 13% to general and administrative costs for the nine months ended May 31, 2001 and for the year ended August 31, 2000, respectively, based upon an estimate of the time spent on each activity at the appropriate cost rates. The percentage allocation in the nine months ended May 31, 2001 varies from the allocation in the year ended August 31, 2000 due to the admission of a significant number of new partners on September 1, 2000.

(b)

Reflects an adjustment to eliminate the effect of the transaction costs incurred in connection with our transition to a corporate structure. $445 relates to indirect taxes, such as capital and stamp duty imposed on transfers of assets among group members. $222 relates to the revaluation of deferred tax liabilities upon change in tax status, including income taxes relating to mandatory changes in tax accounting methods, from a partnership to a corporate structure. These amounts are excluded from the Pro Forma Combined Income Statement due to their nonrecurring nature.

(c)	Reflects an adjustment of $15 and $11 for the nine months ended May 31, 2001 and for the year ended August 31, 2000, respectively, for the estimated interest expense on early-retirement benefits payable to partners.

(d)

Reflects an adjustment of $18 and $25 for the nine months ended May 31, 2001 and the year ended August 31, 2000, respectively, for the estimated interest expense on borrowings of $338 at an incremental borrowing rate of 7.5% incurred to repay partners’ paid-in capital in connection with our transition to a corporate structure.

(e)

Reflects an adjustment for an estimated income tax provision as if we had operated in a corporate structure at a pro forma tax rate of 40%. Pro forma as adjusted income taxes total $406 and $636 for the nine months ended May 31, 2001 and for the year ended August 31, 2000, respectively. As a series of related partnerships and corporations under the control of our partners, we generally were not subject to income taxes. However, some of the corporations were subject to income taxes in their local jurisdictions.

(f)

Reflects an adjustment to record the 60% minority interest ownership of partners in Accenture SCA and Accenture Canada Holdings. The minority interest percentage declined from 74% at May 31, 2001 to 60% due to shares issued and restricted share units granted on the date of the offering. However, the recorded minority interest in the historical consolidated balance sheet at May 31, 2001 was $0 because of our shareholders’ deficit position. Also reflects the assumed issuance to Accenture Ltd of the 67,724,657 Accenture SCA Class I common shares that will be issued in connection with the delivery of the 67,724,657 Accenture Ltd Class A common shares underlying 67,724,657 restricted share units which generally are considered fully vested and will be issued for no consideration solely upon the passage of time for the purpose of the pro forma earnings per share and minority interest calculation.

Accenture Ltd owns a 26% economic interest and a 52% voting interest in Accenture SCA prior to the offering. The remaining economic interest and voting interest are owned by some of our partners. We operate our business through subsidiaries of Accenture SCA.

The transition of Accenture to a corporate structure was accounted for as a reorganization at carryover basis. Partners in Accenture received shares of Accenture Ltd, Accenture SCA or Accenture Canada Holdings depending on their member firm. The shares of Accenture SCA and Accenture Canada Holdings held by partners will be treated as a minority interest in the consolidated financial statements of Accenture Ltd. However, the future exchange and/or acquisition of Accenture SCA or Accenture Canada Holdings shares will be accounted for at carryover basis.

Upon receipt of the proceeds of the offering, Accenture Ltd will subscribe for shares in Accenture SCA, thereby increasing its percentage of economic interest in Accenture SCA from 26% to 40%.

Since Accenture Ltd is the sole general partner of Accenture SCA and owns the majority of the voting shares, Accenture Ltd consolidates Accenture SCA and its subsidiaries. Although the other shareholders of Accenture SCA hold more than 50% of the economic interest in Accenture SCA, they do not have voting control and therefore are considered to be a minority interest.

(g)

Adjustment reflects the anticipated one-time grants of restricted share units to partners, former partners and employees. Each restricted share unit awarded will represent an unfunded, unsecured right, which is nontransferable except in the event of death, of a participant to receive a Class A common share on the date specified in the participant’s award agreement. We intend to grant restricted share units on a one-time basis on the date of the offering as follows:

—

35,000,000 to employees who are current holders of eUnits under the eUnit Bonus Plan described on pages F-15 and F-16 in replacement of outstanding eUnits which are being cancelled as described in note (l) and to all employees in good standing.

—

15,042,077 to some of our former partners who retired or resigned prior to May 31, 2001, in respect of past services.

—

16,357,175 to some of our employees that will be promoted to partner on September 1, 2001. These restricted share units will vest on August 31, 2001.

—

8,020,496 to some of our recently admitted partners in respect of future services. These restricted share units will vest over five years and will be expensed over the vesting period as services are rendered, except for 1,325,405 restricted share units which will be fully vested.

We recognize compensation expense for share-based compensation awards in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees.” Under the measurement principles of APB No. 25 and Financial Interpretation Number 44, “Accounting for Certain Transactions Involving Stock Compensation—an Interpretation of APB 25,” we will recognize compensation expense of $1,002 (51,367,482 restricted share units that vest upon grant and 16,357,175 restricted share units that vest on August 31, 2001 at the initial public offering price of $14.50 per share plus $20 of payroll taxes) in respect of the portion of restricted share units that are fully vested on the date of the grant and a deferred income tax benefit of $79. See “Management—Employee Awards.” This includes $20 of payroll tax incurred on the grant of the restricted share units which has been recorded in current liabilities. In addition, we have recognized $15 and $19 for the nine months ended May 31, 2001 and for the year ended August 31, 2000, respectively, for the portion of restricted share units that will vest over a five-year period. The compensation cost of these restricted share units that will vest over a five-year period have been allocated 69% and 59% to cost of services, 27% and 28% to sales and marketing, and 4% and 13% to general and administrative costs for the nine months ended May 31, 2001 and for the year ended August 31, 2000, respectively. See note (a). The total cost of the restricted share units that vest over five years, $97 (6,695,091 restricted share units at the initial public offering price of $14.50 per share), has been recorded in the pro forma as adjusted balance sheet as deferred compensation.

(h)	Reflects the elimination of the adjustment described in note (d) since the proceeds of the offering eliminate the need for such borrowing.

(i)	For the purposes of the pro forma earnings per share calculation, the weighted average shares outstanding, basic and diluted, were calculated based on:

		Year ended August 31, 2000 Pro forma as adjusted				Nine months ended May 31, 2001 Pro forma as adjusted
Common share issuances		Basic		Diluted		Basic		Diluted
Accenture Ltd Class A common shares		212,257,238		212,257,238		212,257,238		212,257,238
Accenture SCA Class I common shares		—		587,296,594		—		587,296,594
Accenture Canada Holdings exchangeable shares		—		8,160,742		—		8,160,742
Restricted share units—vested		67,724,657		68,394,166		69,063,675		69,565,807
New shares from offering		115,000,000		115,000,000		115,000,000		115,000,000
Weighted average shares outstanding		394,981,895		991,108,740		396,320,913		992,280,381

Basic and diluted earnings per share are calculated as follows:

		Pro forma as adjusted
Basic earnings per share		Year ended August 31, 2000		Nine months ended May 31, 2001
Net income (loss) available to common shareholders		$            382
Income (loss) before cumulative change in accounting				$            244
Weighted average shares outstanding		394,981,895		396,320,913
Basic earnings per share		$            0.97		$            0.62
		Pro forma as adjusted
Diluted earnings per share		Year ended August 31, 2000		Nine months ended May 31, 2001
Net income (loss) available to common shareholders		$            382
Income (loss) before cumulative change in accounting				$            244
Adjustments:
Minority interest		573		365
Income before minority interest		$            955
Income before minority interest and cumulative change in accounting				$            609
Weighted average shares outstanding		991,108,740		992,280,381
Diluted earnings per share		$            0.96		$            0.61

(j)	Adjustment to record net proceeds from the sale of 115,000,000 Class A common shares in the offering, resulting in net proceeds of $1,571.

(k)	Reflects the payment of $16 in cash to the Accenture Foundation, Inc., a New York not-for-profit corporation, or to comparable entities in other jurisdictions.

(l)

In connection with the grant of restricted share units, discussed in note (g), we are terminating our deferred bonus plan (the “eUnit Bonus Plan”) for employees. Adjustment reflects an extinguishment of a liability of $89, of which $70 will be paid out in cash, and elimination of the related current and long-term deferred income tax assets of $14 and $21, respectively.

(m)	Adjustment to reflect $338 repayment of borrowings from proceeds of the offering.

		Year ended August 31,															Nine months ended May 31,
		1996			1997			1998			1999			2000			2000			2001
		(in millions)
Income Statement Data:
Revenues:
Revenues before reimbursements		$4,942			$6,275			$8,215			$  9,550			$  9,752			$7,245			$  8,666
Reimbursements		768			1,172			1,425			1,529			1,788			1,301			1,475
Revenues		5,710			7,447			9,640			11,079			11,540			8,546			10,141
Operating expenses:*
Cost of services:*
Cost of services before reimbursable expenses*		2,678			3,470			4,700			5,457			5,486			4,000			4,509
Reimbursable expenses		768			1,172			1,425			1,529			1,788			1,301			1,475
Cost of services*		3,446			4,642			6,125			6,986			7,274			5,301			5,984
Sales and marketing*		532			611			696			790			883			651			771
General and administrative costs*		659			819			1,036			1,271			1,297			936			1,131
Reorganization and rebranding costs		—			—			—			—			—			—			777
Total operating expenses*		4,637			6,072			7,857			9,047			9,454			6,888			8,663
Operating income*		1,073			1,375			1,783			2,032			2,086			1,658			1,478
Gain on investments, net		—			—			—			92			573			534			180
Interest income		—			—			—			60			67			45			59
Interest expense		(16	)		(19	)		(17	)		(27	)		(24	)		(18	)		(26	)
Other income (expense)		(4	)		4			(6	)		(5	)		51			32			21
Equity in losses of affiliates		—			—			(1	)		(6	)		(46	)		(9	)		(53	)
Income before taxes*		1,053			1,360			1,759			2,146			2,707			2,242			1,659
Provision for taxes (1)		116			118			74			123			243			194			420
Income before cumulative change in accounting*		937			1,242			1,685			2,023			2,464			2,048			1,239
Cumulative effect of change in accounting		—			—			—			—			—			—			188
Partnership income before partner distributions* (2)		$  937			$1,242			$1,685			$  2,023			$  2,464			$2,048			$  1,427
		As of August 31,															As of May 31,
		1996			1997			1998			1999			2000			2000			2001
		(in millions)
Balance Sheet Data:
Cash and cash equivalents		$  438			$  325			$  736			$  1,111			$  1,271			$1,297			$    724
Working capital		280			175			531			913			1,015			1,023			(1,394	)
Total assets		2,323			2,550			3,704			4,615			5,451			5,491			4,929
Long-term debt		226			192			157			127			99			127			31
Total partners’ capital		696			761			1,507			2,208			2,368			2,579			—
Shareholders’ equity (deficit)		—			—			—			—			—			—			(1,255	)

*	Excludes payments for partner distributions.

(1)

Provision for taxes is not the same as income taxes of a corporation for historical periods. We operated through partnerships in many countries. Therefore, we generally were not subject to income taxes in those countries. Taxes related to income earned by our partnerships were the responsibility of the individual partners. In other countries, we operated through corporations, and in these circumstances we were subject to income taxes.

(2)

Partnership income before partner distributions is not comparable to net income of a corporation similarly determined. Partnership income in historical periods is not executive compensation in the customary sense because partnership income is comprised of distributions of current earnings. Accordingly, compensation and benefits for services rendered by partners have not been reflected as an expense in our historical financial statements.

Presentation

Segments

Revenues

Operating Expenses

Cost of Services

Sales and Marketing

General and Administrative Costs

Reorganization and Rebranding Costs

Gain on Investments

Interest Income

Interest Expense

Other Income (Expense)

Equity in Losses of Affiliates

Provision for Taxes

Partnership Income Before Partner Distributions

		Year ended August 31,									Nine months ended May 31,
		1998			1999			2000			2000			2001
Revenues:
Revenues before reimbursements		85	%		86	%		85	%		85	%		85	%
Reimbursements		15			14			15			15			15
Revenues		100			100			100			100			100
Operating expenses*
Cost of services*:
Cost of services before reimbursable expenses*		49			49			48			47			44
Reimbursable expenses		15			14			15			15			15
Cost of services*		64			63			63			62			59
Sales and marketing*		7			7			8			8			7
General and administrative costs*		11			12			11			11			11
Reorganization and rebranding costs*		—			—			—			—			8
Total operating expenses*		82			82			82			81			85
Operating income(1)*		18			18			18			19			15
Gain on investments		—			1			5			6			2
Interest income		—			—			—			1			1
Interest expense		—			—			—			—			(1	)
Other income (expense)		—			—			—			—			—
Equity in losses of affiliates		—			—			—			—			(1	)
Income before taxes*		18			19			23			26			16
Provision for taxes		1			1			2			2			4
Income before accounting change*		17			18			21			24			12
Cumulative effect of accounting change		—			—			—			—			2
Partnership income before partner distributions*		17	%		18	%		21	%		24	%		14	%

*	Excludes payments for partner distributions.

(1)	Operating income as a percentage of revenues before reimbursements was 22%, 21%, 21%, 23% and 17% for the years ended August 31, 1998, 1999 and 2000 and for the nine months ended May 31, 2000 and 2001, respectively.

		Year ended August 31,									Nine months ended May 31,
		1998			1999			2000			2000			2001
		(in millions, except for percentages)
Revenues:
Communications & High Tech		$1,903			$  2,499			$  2,806			$2,061			$  2,482
Financial Services		2,405			2,737			2,542			1,898			2,230
Government		547			777			797			585			728
Products		1,576			1,664			1,891			1,403			1,707
Resources		1,702			1,812			1,661			1,251			1,457
Other		82			61			55			47			62
Total revenues before reimbursements		8,215			9,550			9,752			7,245			8,666
Reimbursements		1,425			1,529			1,788			1,301			1,475
Total		$9,640			$11,079			$11,540			$8,546			$10,141
Revenues as a percentage of total:
Communications & High Tech		19	%		22	%		25	%		24	%		24	%
Financial Services		25			25			22			22			22
Government		6			7			7			7			7
Products		16			15			16			16			17
Resources		18			16			14			15			14
Other		1			1			1			1			1
Total revenues before reimbursements		85			86			85			85			85
Reimbursements		15			14			15			15			15
Total		100	%		100	%		100	%		100	%		100	%
Operating Income:
Communications & High Tech		$  346			$    532			$    638			$  499			$    388
Financial Services		681			814			653			513			480
Government		20			94			71			57			56
Products		350			250			390			318			281
Resources		276			267			249			201			192
Other		110			75			85			70			81
Total		$1,783			$  2,032			$  2,086			$1,658			$  1,478
Operating Income as a percentage of total:
Communications & High Tech		19	%		26	%		31	%		30	%		26	%
Financial Services		38			40			31			31			32
Government		1			5			3			4			4
Products		20			12			19			19			19
Resources		16			13			12			12			13
Other		6			4			4			4			6
Total		100	%		100	%		100	%		100	%		100	%
Operating Income as a percentage of total      revenues before reimbursements:
Communications & High Tech		18	%		21	%		23	%		24	%		16	%
Financial Services		28			30			26			27			22
Government		4			12			9			10			8
Products		22			15			21			23			16
Resources		16			15			15			16			13
Other		n/m			n/m			n/m			n/m			n/m
Total revenues before reimbursements		22	%		21	%		21	%		23	%		17	%
Operating Income as a percentage of revenues		18	%		18	%		18	%		19	%		15	%

Nine Months Ended May 31, 2001 Compared to Nine Months Ended May 31, 2000

Revenues

Operating Expenses

Operating Income

Gain on Investments

Interest Income

Interest Expense

Other Income (Expense)

Equity in Losses of Affiliates

Provision for Taxes

Cumulative Effect of Accounting Change

Year Ended August 31, 2000 Compared to Year Ended August 31, 1999

Revenues

Operating Expenses

Operating Income

Gain on Investments

Interest Income

Other Income (Expense)

Equity in Losses of Affiliates

Provision for Taxes

Year Ended August 31, 1999 Compared to Year Ended August 31, 1998

Revenues

Operating Expenses

Operating Income

Gain on Investments

Interest Income

Other Income (Expense)

Equity in Losses of Affiliates

Provision for Taxes

Quarterly Results

		Three months ended
		November 30, 1999			February 29, 2000			May 31, 2000			August 31, 2000			November 30, 2000			February 28, 2001			May 31, 2001
		(in millions)
Revenues:
Revenues before           reimbursements		$2,412			$2,272			$2561			$2,507			$2,831			$2,882			$2,953
Reimbursements		364			436			501			487			407			502			566
Revenues		2,776			2,708			3,062			2,994			3,238			3,384			3,519
Operating expenses*
Cost of services:*
Cost of services before                reimbursable                expenses*		1,356			1,304			1,340			1,487			1,384			1,560			1,566
Reimbursable                expenses		364			436			501			487			407			502			566
Cost of services*		1,720			1,740			1,841			1,974			1,791			2,062			2,132
Sales and marketing*		199			222			230			232			202			251			318
General and           administrative costs*		318			322			296			360			376			389			365
Reorganization and           rebranding costs*		—			—			—			—			30			159			588
Total operating                     expenses*		2,237			2,284			2,367			2,566			2,399			2,861			3,403
Operating income*		539			424			695			428			839			523			116
Gain (loss) on investments,      net		68			200			266			39			218			(30	)		(9	)
Interest income		14			13			18			22			23			20			17
Interest expense		(7	)		(5	)		(6	)		(6	)		(4	)		(6	)		(16	)
Other income (expense)		6			14			12			19			7			17			(3	)
Equity in losses of      affiliates		(4	)		(3	)		(2	)		(37	)		(20	)		(21	)		(11	)
Income (loss) before      taxes*		616			643			983			465			1,063			503			94
Provision for taxes		42			71			81			49			53			83			285
Income before cumulative      change in accounting*		574			572			902			416			1,010			420			(191	)
Cumulative effect of      accounting change		—			—			—			—			188			—			—
Partnership income (loss)      before partner      distributions*		$  574			$  572			$  902			$  416			$1,198			$  420			$  (191	)

*	Excludes payments for partner distributions.

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take advantage of opportunities, including more rapid expansion;

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acquire complementary businesses or technologies;

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develop new services and products; or

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respond to competitive pressures.

Foreign Currency Risk

Interest Rate Risk

Equity Price Risk

		Valuation of investments assuming indicated decrease						August 31, 1999 fair value		Valuation of investments assuming indicated increase
		-30%		-20%		-10%				+10%		+20%		+30%
		(in thousands)
Marketable Equity      Securities		$211,713		$241,958		$272,202		$302,447		$332,692		$362,936		$393,181

		Valuation of investments assuming indicated decrease						August 31, 2000 fair value		Valuation of investments assuming indicated increase
		-30%		-20%		-10%				+10%		+20%		+30%
		(in thousands)
Marketable Equity      Securities		$528,016		$603,446		$678,877		$754,308		$829,739		$905,170		$980,600

		Valuation of investments assuming indicated decrease						May 31, 2001 fair value		Valuation of investments assuming indicated increase
		-30%		-20%		-10%				+10%		+20%		+30%
		(in thousands)
Marketable Equity Securities      and Warrants Deemed      Derivatives by SFAS 133		$109,770		$125,451		$141,133		$156,814		$172,495		$188,177		$203,858

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Seamless Execution on a Global Scale.    We operate globally with one common brand and business model designed to allow us to serve our clients on a consistent basis around the world. We believe that our global network of more than 75,000 employees in 46 countries provides us with a significant advantage in developing and delivering solutions to the most complex strategic, technological and operational opportunities and challenges that our clients face. Our consulting professionals around the world share skills, insight, knowledge of local markets and service line expertise, and receive a common base of extensive training to ensure the same high-quality services and solutions for clients globally.

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Deep Industry Expertise.    We have developed specialized expertise and experience in the 18 industry groups in which our professionals work. Our industry focus enables our professionals to provide services with a thorough understanding of industry evolution, business issues and applicable technologies, and ultimately to deliver solutions tailored to each client’s industry.

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Broad and Evolving Service Offerings.    We offer our clients what we believe is the broadest and deepest service offering expertise in the industry. Our eight service lines, which span the global market units, are Strategy & Business Architecture, Finance & Performance Management, Human Performance, Customer Relationship Management, Supply Chain Management, Solutions Engineering, Technology Research & Innovation, and Solutions Operations. More than 8,000 Accenture professionals are dedicated full time to a specific service line, helping to develop knowledge, assets and innovative solutions for clients across all of the industries we serve. These subject matter experts complement the more than 57,000 professionals working within our global market units who apply their knowledge of a specific service line to clients within an industry group.

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Enduring Relationships with the World’s Leading Corporations and Governments.    We work with chief executive officers and other senior management at many of the world’s largest and most successful organizations, including the top companies in virtually every industry sector, and governments worldwide. We serve 84 of the Fortune Global 100 and more than half of the Fortune Global 500. Our partners and senior executives are responsible for both winning client engagements and delivering service to clients, ensuring continuity between what we promise to our clients and what we deliver. We believe that our commitment to client satisfaction serves to strengthen and extend our relationships. For example, more than 80% of our top 100 clients in fiscal year 2000, ranked by revenues before reimbursements, have been our clients for each of the last five years, and more than 50% have been clients for at least 10 years. Our clients typically retain us on a non-exclusive basis.

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Technology Innovation and Implementation.    Technology is part of our heritage and is fundamental to our service offerings. We are a leader in the development and implementation of technology-based business solutions that create value for our clients. In addition, our innovative tools, methodologies, software and other intellectual property enhance our ability to deploy technical solutions, particularly across large-scale, global platforms.

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Distinctive People and Culture.    Our most important asset is our people. We are deeply committed to the long-term development of our employees, whom we recruit from universities and industry. Each professional receives extensive and focused technical and managerial skills development training throughout his or her career with us, including 750 hours of training for our entry-level professionals in their first five years. In fiscal year 2000, we spent $580 million, or nearly 5% of our revenues, on training and development. We seek to reinforce our employees’ commitment to our clients, culture and values through a comprehensive performance review system and a competitive compensation philosophy that reward individual performance and teamwork. In addition, in connection with the offering, we intend to grant equity awards to our employees in order to promote employee ownership of our company and improve retention. After the offering, we will preserve the management practices, including the continued use of the “partner” title, that reinforce our partnership culture and the collaboration, motivation, alignment of interests and sense of ownership and reward that our partnership culture has sustained.

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Proven, Tenured and Highly Motivated Management Team.    Our more than 2,400 partners manage our day-to-day activities and client relationships and have an average of 14 years of experience with us. In addition to establishing and supporting enduring client relationships, our partners focus on mentoring our professionals at all levels to develop the next generation of firm leadership. None of our partners will be selling shares in the offering and, immediately following the offering, our partners will own approximately 82% of the equity in our business, or 80% if the underwriters exercise their overallotment option in full.

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Highly Diversified Business by Industry, Geography and Technology.    Our global business is highly diverse. We operate across virtually every industry and geography, delivering a wide range of business and technology solutions and services to address the strategic and functional business challenges that organizations face. As a result, we can deploy our professionals anywhere in the world in response to evolving marketplace opportunities or challenges. Not only does our diversification enable us to take advantage of changing business, technological and economic conditions worldwide, it also allows us to manage through geographic and industry market cycles.

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History of Staying Ahead of Industry Trends.    Throughout our history, we have reinvented ourselves to capitalize on evolving management trends and technologies for the benefit of our clients. We pioneered systems integration and business integration; we led the deployment of enterprise resource planning, customer relationship management and electronic services; and we have established ourselves as a leader in today’s marketplace. We constantly adapt our service offerings in anticipation of future industry trends.

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Deliver “Value@Speed” for Our Clients.    Successful client relationships depend on our ability to help clients quickly deliver more value to their customers and shareholders. We have implemented a global initiative, called Value@Speed, to help clients accelerate development of top- and bottom-line growth. Through this initiative we develop proprietary offerings aimed at creating value within specific industries. We do this by developing an in-depth understanding of how the industries are structured and operate, key trends within the industries and how companies are affected by these trends, and how companies can create or destroy value. Our strategy is to work closely with client executives to implement value-generating solutions that contribute to superior financial performance and enhance productivity on an accelerated basis.

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Accelerate and Ride the “Waves of Change.”    Industry today is characterized by ongoing waves of technological and business change that present our clients with significant value-creation opportunities. We leverage our network of businesses to help organizations apply business and technology solutions that create value by realizing the opportunities presented by these waves of change. We believe that our significant scale and access to capital will enable us to continue to make the investments in research and development, tools and methodologies and intellectual property necessary to anticipate these waves and rapidly develop and deliver business and technology solutions based on them.

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Create Asset-Based Solutions to Drive Superior Results.    To deliver value to our clients more quickly, we create assets, such as software and business architectures and methodologies for business processes, that enable us to rapidly implement market-ready solutions for our clients. One example is the 24-hour online multi-channel transaction processing software asset we developed for the banking industry, which has been installed in 89 financial institutions in 16 countries. We recognize the value of intellectual property in the new marketplace and vigorously create, harvest and protect our intellectual property. We have filed more than 600 patent applications in the United States and other jurisdictions in the last two years and have received more than 40 United States patents.

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Leverage Our Expertise in Transformational Outsourcing.    We are helping our clients create value by leveraging information technology to reinvent and transform fundamental business operations. Using our knowledge of consulting, business process infrastructure and applications outsourcing, we believe we are well positioned to develop and implement new business models and operate critical business functions for clients around the world. We refer to the creation of new and innovative ways to manage and operate business functions in a manner that helps refocus the cost base around the business’ strategic goals as transformational outsourcing. We pursue transformational outsourcing opportunities, which require a combination of consulting and outsourcing skills. Our strategy is to leverage our industry expertise and technology and business process skills to help clients discover and create new business models and, in many cases, transform entire business functions.

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Aggressively Grow in Attractive Geographic Markets.    Demand for the services we provide is growing rapidly in both established and emerging economies, such as parts of Asia and Latin America. We have offices in 46 countries around the world and, while we are a leader in the majority of markets in which we operate, we believe there are significant opportunities for us to grow in multiple geographies, including by way of investment. Given the fragmented nature of the worldwide business consulting and information technology services market, and based on our market knowledge of the markets in each of the 46 countries in which we operate, we believe there is room for us to increase our market share on a global basis.

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Foster a Great Place to Work.    We derive our success from the ability of our professionals to help our clients succeed in today’s complex business environment. Our ability to hire, train, develop and retain our professionals is critical to our enterprise. To attract and retain these professionals, we have a “great place to work” program, which includes performance metrics to hold our leadership accountable for employee satisfaction and retention. In an early initiative in this program, we promoted 1,286 new partners in September 2000 to further incentivize our professionals at an earlier stage in their careers with us. Our goal is to create an environment in which we can:

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develop inspiring leaders;

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cultivate a diverse workforce;

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create interesting work;

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provide continuous learning;

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support flexible workstyles; and

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provide competitive rewards.

The marketplace for high-caliber consulting professionals has become very competitive in many parts of the world, and we are committed to providing attractive current compensation and significant long-term incentives for our employees.

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Enhance Our Operational Efficiency.    As experts in operational efficiency, we plan to provide value to our clients as well as our shareholders by maintaining our organization as a cost-effective, technology-enabled company with strong financial discipline. This includes continuous improvement in our client delivery capabilities and cost structure. We intend to continue to electronically enable our own business processes in areas such as human resources, training, recruiting, performance management and finance and operations management. Our continued focus on efficiency is intended to optimize the performance of our organization as we increase our scale and scope.

Global Market Units

Global Market Units

Communications & High Tech		Financial Services		Products		Resources		Government
Industry Groups		Industry Groups		Industry Groups		Industry Groups		Industry Groups
Ÿ Communications Ÿ Electronics &    High Tech Ÿ Media & Entertainment		Ÿ Banking Ÿ Health Services Ÿ Insurance		Ÿ Automotive Ÿ Consumer Goods &    Services Ÿ Industrial Equipment Ÿ Pharmaceuticals &    Medical Products Ÿ Retail Ÿ Transportation &    Travel Services		Ÿ Chemicals Ÿ Energy Ÿ Forest Products Ÿ Metals & Mining Ÿ Utilities		Ÿ Government

Communications & High Tech

Communications & High Tech

		Year ended August 31, 2000			Nine months ended May 31, 2001
Revenues before reimbursements (in millions):		$2,807			$2,482
Percent of revenues before reimbursements:		29	%		29	%

Number of employees as of May 31, 2001:

16,503

Clients

Ÿ  AT&T Corp. Ÿ  BellSouth Corporation Ÿ  Cable & Wireless PLC Ÿ  Compaq Computer Corporation Ÿ  Deutsche Telekom AG Ÿ  Electronic Arts Ÿ  France Telecom Ÿ  Infostrada S.p.A. Ÿ  LM Ericsson AB Ÿ  Microsoft Corporation

Ÿ  Nokia Corporation Ÿ  Nortel Networks Corporation Ÿ  Sony Corporation Ÿ  Sprint Corporation Ÿ  Sun Microsystems, Inc. Ÿ  Telecom Argentina Ÿ  Telecom Italia S.p.A. Ÿ  Telenor AS Ÿ  Texas Instruments, Incorporated Ÿ  Verizon Communications

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Communications.    Our Communications industry group serves many of the world’s leading wireline, wireless, cable and satellite communications companies. In fiscal year 2000, we served 19 of the 21 telecommunications companies in the Fortune Global 500. We provide a wide range of services designed to help our communications clients increase margins and market share, improve customer retention, increase revenues, reduce overall costs and accelerate sales cycles. For instance, communications companies have extremely complex billing systems, and we believe that our industry knowledge and experience have made us the industry leader in developing, implementing and operating billing systems tailored to our communications clients’ needs. We have expertise in next-generation networks, as demonstrated by our numerous patent applications in areas such as high-speed networks, system architectures and bandwidth trading. Over the last decade, we have worked with many of the world’s leading communications companies on a number of strategic, operational and systems consulting projects. For example, since 1998 we have been managing many of BellSouth’s applications as part of one of the largest information technology outsourcing arrangements in the telecommunications industry.

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Electronics & High Tech.    Our Electronics & High Tech industry group serves the aerospace, defense, electronics, high technology and network communications industries. In fiscal year 2000, we worked with 37 of the 47 aerospace, computer services and software, computer, office equipment, electronics, electrical equipment, network communications, scientific, photo and control equipment companies in the Fortune Global 500. This industry group provides services in such areas as electronic commerce and strategy and supply chain management. For instance, we helped Sharp build a Web-based system that enables the company’s large network of office-products dealers and corporate customers to configure and purchase products online, ultimately improving order accuracy and reducing order cycle time. By providing up-to-the-second order information, the new system enables Sharp’s customers to track the status of their orders online, greatly reducing costly telephone inquiries. We also helped Dell Computer upgrade its already world-class manufacturing infrastructure as part of an accelerated supply-chain solution. A key element was a rigorous process-reengineering program that enables Dell to keep no more than a few hours of inventory of parts and supplies on hand, substantially reducing inventory and carrying costs at its manufacturing facilities.

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Media & Entertainment.    Our Media & Entertainment industry group serves entertainment, print and publishing companies, as well as innovative new ventures and Internet companies. In fiscal year 2000, we worked with five of the nine entertainment, printing and publishing companies in the Fortune Global 500. Our Media & Entertainment industry group provides an array of services ranging from customer relationship management to digital content infrastructure. For instance, we have helped several media and entertainment clients design and build electronic business solutions. We worked with Electronic Arts to design and develop their advanced gaming portal, EA.com. Additionally, we have helped our media and entertainment clients use digital content services and exploit mobile and broadband commerce. For example, we played a central role in the launch of Qpass, a start-up backed by Accenture Technology Ventures that provides an end-to-end commerce infrastructure for processing transactions across the Internet, wireless and broadband platforms.

Financial Services

Financial Services

		Year ended August 31, 2000			Nine months ended May 31, 2001		Number of employees as of May 31, 2001:
Revenues before reimbursements (in millions):		$2,542			$2,230
Percent of revenues before reimbursements:		26	%		26	%	15,108

 

 

Ÿ  Allianz Ÿ  Allstate Insurance Company Ÿ  AMP Limited Ÿ  AXA Group Ÿ  Banco Bilbao Vizcaya Argentaria Ÿ  Barclays Bank plc. Ÿ  BSCH Ÿ  Clearstream International Ÿ  Credit Suisse Group Ÿ  Deutsche Bank AG

Ÿ  Dresdner Bank Group Ÿ  E*TRADE Ÿ  The Goldman Sachs Group, Inc. Ÿ  J. P. Morgan Chase & Co. Ÿ  Lloyds TSB Ÿ  London Stock Exchange Ÿ  UnitedHealth Group Ÿ  Visa USA Ÿ  Washington Mutual, Inc. Ÿ  Zurich Financial Services

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Banking.    In fiscal year 2000, our Banking industry group worked with 49 of the 75 commercial and savings banks, diversified financials and securities companies in the Fortune Global 500. We also work with a variety of new entrants and innovators, such as on-line banks and brokerages. We help these organizations develop and execute strategies to target, acquire and retain customers more effectively, expand product and service offerings, and leverage new technologies and distribution channels. For example, we helped E*TRADE define and implement its customer relationship management strategy, which included developing the technology infrastructure and business processes required to generate customer insights. As a result, E*TRADE is able to develop targeted marketing campaigns and strengthen its customer relationships. We consulted with Visa USA, one of the world’s largest consumer payment systems, as it modernized its core infrastructure, which supports clearing, settlement and authorization transactions between member banks and merchants. This solution, called Visa Direct Exchange, allows transactions to be processed over a single, flexible, reliable and secure network and messaging architecture. This capability gives Visa USA the flexibility to grow its business to support more than 40 billion transactions annually, with peak capabilities of 10,000 transactions per second.

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Health Services.    Our Health Services industry group serves integrated healthcare providers, health insurers, managed care organizations, biotech and life sciences companies and policy-making authorities. In fiscal year 2000, our Health Services industry group served five of the seven health care companies in the Fortune Global 500. We are helping our clients in the health plan and health insurance area in North America accelerate their business by connecting consumers, physicians and other stakeholders through electronic commerce. For example, we helped Highmark Blue Cross Blue Shield develop and execute an electronic consumer health management strategy, including separate portals for consumers, providers, groups and agents. In Europe, we are helping create new connections between governments, physicians and insurers.

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Insurance.    Our Insurance industry group helps property and casualty insurers, life insurers, reinsurance firms and insurance brokers improve business processes, develop Internet insurance businesses and improve the quality and consistency of risk selection decisions. In fiscal year 2000, we served 25 of the 53 insurance companies in the Fortune Global 500. For example, we have been helping Pacific Life design and implement an innovative service capability for its agent network. Components of the solution include automated document management and workflow and a knowledge management application. These components, coupled with a new technology infrastructure, are designed to enable Pacific Life to continue its high-end product and services strategy while enhancing the capabilities of its employees to service Pacific Life’s multiple distribution systems and complex product suite. We also help insurers take advantage of the opportunities provided by convergence within the financial services industry. For instance, we helped AMP, one of Australia’s leading insurance and investment institutions, create a direct bank within just eight months of AMP’s decision to proceed. In conjunction with AMP staff, we designed and delivered a solution that supports secured and unsecured lending, deposit-taking and credit cards. In addition, our Insurance industry group has also developed a claims management capability that enables insurers to provide better customer service while optimizing claims costs.

Products

Products

		Year ended August 31, 2000			Nine months ended May 31, 2001
Revenues before reimbursements (in millions):		$1,891			$1,708
Percent of revenues before reimbursements:		19	%		20	%

Number of employees as of May 31, 2001:

10,347

Ÿ  Adecco SA Ÿ  AstraZeneca Ÿ  Auchan Ÿ  Best Buy Ÿ  British American Tobacco Ÿ  Carrefour Ÿ  Daimler Chrysler Ÿ  Exel Ÿ  Fiat S.p.A. Ÿ  Ford Motor Company

Ÿ  GlaxoSmithKline Ÿ  JCPenney Company, Inc. Ÿ  Johnson & Johnson Ÿ  Marriott International, Inc. Ÿ  Retek, Inc Ÿ  Ryder System Inc. Ÿ  Takeda Chemical Industries, Ltd. Ÿ  Toys “R” Us, Inc. Ÿ  United Parcel Service, Inc. Ÿ  Volvo

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Automotive.    Our Automotive industry group works with auto manufacturers, suppliers, dealers, retailers and service providers. In fiscal year 2000, we served 15 of the 25 motor vehicles and parts companies in the Fortune Global 500. Our automotive industry professionals work with our clients to develop and implement solutions focused on customer service and retention, channel strategy and management, branding, buyer-driven business models, cost reduction, customer relationship management and integrated supplier partnerships. For instance, we helped Ford Motor Company design, build and manage a Web-based eLearning solution to deliver technical education to the company’s suppliers. Designed and built in 14 weeks, the netsourced solution allows suppliers’ employees to register for, purchase and complete courses and to take tests to demonstrate competency in a specific subject area. By delivering training directly to employees’ desktops, the system gives participants the flexibility to learn on their own time.

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Consumer Goods & Services.    Our Consumer Goods & Services industry group helps food, beverage, tobacco, household products, cosmetics and apparel companies move beyond incremental cost cutting and establish bolder innovation and growth agendas. In fiscal year 2000, we worked with 12 of the 21 beverage, food, soap, cosmetics and tobacco companies in the Fortune Global 500. This industry group adds value to companies through innovative service offerings that address, among other things, new ways of reaching the retail trade and consumers through precision consumer marketing, maximizing brand synergies and cost reductions in mergers and acquisitions, and improving supply chain efficiencies through collaborative commerce business models. For example, we are working with CPGmarket.com, a Europe-based global business-to-business marketplace that includes 30 leading packaged goods companies. We have helped CPGmarket.com with business planning and building an information technology infrastructure that enables member companies to access the exchange’s services. We also provide management consulting services to North America-based Transora, which was established by more than 50 of the world’s largest consumer packaged goods manufacturers to develop a global electronic marketplace for the industry. In addition, we are a preferred integrator to help companies across the consumer products supply chain adopt, integrate and use Transora’s services. We also helped Earthgrains, a $2.6 billion bakery and refrigerated dough manufacturer, reduce costs by developing an Internet-based procurement process and system that enables the company to leverage the collective purchasing power of its operations in 32 states.

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Industrial Equipment.    Our Industrial Equipment industry group serves the industrial and electrical equipment, construction, consumer durable and heavy equipment industries. In fiscal year 2000, we served six of the 12 building materials, glass, and industrial and farm equipment companies in the Fortune Global 500. We help our clients increase operating and supply chain efficiency by improving processes and leveraging technology. For example, we implemented a sophisticated enterprise-wide technology solution for Komatsu to help the company significantly increase the efficiency of its back- and front-office functions in the United States. We also work with clients to generate value from strategic mergers and acquisitions. For instance, as part of the merger of BTR and Siebe to create Invensys, an automation and controls company, we helped manage the integration of more than 200 workstreams covering human resources, finance, procurement and supply chain management. Our Industrial Equipment industry group also develops and deploys innovative solutions in the area of channel management, collaborative product design, remote field maintenance, enterprise application integration and outsourcing.

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Pharmaceuticals & Medical Products.    Our Pharmaceuticals & Medical Products industry group serves pharmaceuticals, biotechnology, medical products and other industry-related companies. In fiscal year 2000, we served all 14 of the pharmaceuticals companies in the Fortune Global 500. With knowledge in discovery, development, manufacturing, supply chain, and sales and marketing issues, we help companies identify and exploit opportunities for value creation, such as reducing the time it takes to develop and deliver new drugs to market through process improvements and implementation of technology. For example, we helped Glaxo Wellcome (now GlaxoSmithKline) significantly increase their clinical trial capacity while reducing their cycle time, and we helped the Medicines Control Agency in the United Kingdom use electronic commerce technologies to improve their efficiency in submitting and processing regulatory applications. In addition, we worked with Takeda Pharmaceuticals America to help the company build a comprehensive set of business capabilities, including product development, supply chain management, and sales and marketing. Our Pharmaceuticals & Medical Products industry group also helps clients integrate new discovery technologies, realize the potential of genomics and biotechnology, become more patient-centric, and create new business models that deliver medical breakthroughs more rapidly.

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Retail.    Our Retail industry group serves a wide spectrum of retailers ranging from convenience stores to destination stores, including supermarkets, specialty premium retailers and large mass-merchandise discounters. In fiscal year 2000, we served 21 of the 52 food and drug stores, general merchandisers and specialty retailers, as well as four of the trading companies, in the Fortune Global 500. Our Retail industry group professionals work with clients to improve operational performance, increase advertising and merchandising effectiveness, and enhance supply chain and customer relationship management capabilities. For example, Best Buy engaged us for a two-year program, called Process to Profits, designed to drive shareholder value and enhance the retailer’s capabilities through improved assortment planning, pricing, inventory management, product sourcing and advertising effectiveness. The program’s success led Best Buy to publicly credit Accenture with playing a strong role in the company’s return to profitability. More recently, we entered into a long-term contract with J Sainsbury PLC to assist the company with a full-scale transformation of its business and technology to improve its customers’ shopping experiences.

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Transportation & Travel Services.    Our Transportation & Travel Services industry group serves clients in the airline, freight transportation, third-party logistics, hospitality, gaming, car rental, passenger rail and travel distribution industries. In fiscal year 2000, we served 14 of the 25 airline, railroad, mail, package, and freight delivery companies and postal services in the Fortune Global 500. We help clients develop and implement strategies and solutions to improve customer relationship management capabilities, operate more-efficient networks, integrate supply chains, develop procurement and electronic business marketplace strategies and more effectively manage maintenance, repair and overhaul processes and expenses. We recently helped Finnish Rail, the largest transportation company in Finland, reduce costs and improve customer service by creating an advanced ticketing sales system that integrates multiple sales channels and streamlines processes for ticket sales, railway station back-offices and corporate headquarters. Our industry experience and knowledge drive innovation, and we often leverage our intellectual property to develop effective solutions for multiple clients. For instance, while working for Northwest Airlines in the early 1990s we recognized an industry-wide need for a revenue accounting and billing system and developed a comprehensive solution to address the unique needs of the airline industry. That solution, which was later expanded to include distribution and reservation system services, is operated by Navitaire Inc., an Accenture affiliate, which today serves more than 50 airlines worldwide.

Resources

Resources

		Year ended August 31, 2000			Nine months ended May 31, 2001
Revenues before reimbursements (in millions):		$1,661			$1,457
Percent of revenues before reimbursements:		17	%		17	%

Number of employees as of May 31, 2001:

10,713

Ÿ  Ameren Corporation Ÿ  BP Ÿ  Centrica plc Ÿ  Conoco Inc. Ÿ  The Dow Chemical Company Ÿ  E.I. du Pont de Nemours and Company Ÿ  EDF Ÿ  Electrabel Ÿ  Eni Ÿ  Entergy Corporation

Ÿ  Equilon Enterprises LLC Ÿ  Exelon Corporation Ÿ  Exxon Mobil Corporation Ÿ  Grupo Endesa Ÿ  Halliburton Company Ÿ  Royal Dutch/Shell Group of Companies Ÿ  RWE AG Ÿ  Seeboard PLC Ÿ  Sithe Energies, Inc. Ÿ  Tosco Corporation

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Chemicals.    Our Chemicals industry group serves 51 of the world’s 100 largest chemicals companies, including all of the 10 largest companies. In fiscal year 2000 we worked with nine of the 11 chemicals companies, as well as several of the petroleum refining companies, in the Fortune Global 500. This industry group has significant resources in Europe, Asia, Japan and the Americas and works with a wide cross-section of industry segments, including specialty chemicals, industrial chemicals, polymers and plastics, gases and life science companies. We also have long-term operations contracts with many of the industry leaders, including Dow and DuPont. For instance, our innovative outsourcing arrangement with Dow Chemical for information technology application development is designed to improve significantly Dow’s return on its information technology investment. We have also worked closely with many chemical industry electronic marketplaces and start-ups, including ChemConnect, one of the world’s largest Internet chemicals exchanges.

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Energy.    Our Energy industry group serves a wide range of companies in the oil and gas industry, including upstream, downstream and oil services companies. In fiscal year 2000, we served 22 of the 33 energy and petroleum refining companies in the Fortune Global 500. Our clients include BP, Shell, Halliburton, Enron and Exxon Mobil, among others. We help clients create cross-industry synergies and operational efficiencies through our multi-client outsourcing centers, forge alliances to advance integrated industry solutions, build new markets in Asia, establish electronic procurement exchanges, build and enhance trading and risk management operations, and exploit new business technologies.

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Forest Products.    In fiscal year 2000, we served four of the six forest and paper products companies in the Fortune Global 500. The Forest Products industry group helps our clients in the pulp and paper business achieve improvements in business performance from the individual mill level throughout the value chain. We also help our Forest Products clients use electronic commerce and the Internet to drive incremental value.

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Metals & Mining.    Our Metals & Mining industry group serves metals industry clients located in the world’s key mining regions, including North America, Latin America, South Africa, Australia and South East Asia. In fiscal year 2000, we served seven of the 18 metals, metal products, mining and crude-oil production companies in the Fortune Global 500. The Metals & Mining industry group works with clients in areas such as electronic commerce, including procurement, supply-chain management and customer service. For example, we are providing a wide range of strategy, process and technology support for MetalSite, a North America-based marketplace, including the creation and launch of its site in Japan. In addition, we are working with Quadrem to design, build and support an electronic marketplace founded by 20 of the world’s largest mining, metals and mineral companies.

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Utilities.    Our Utilities industry group works with electric, gas and water utilities around the world to respond to an evolving and highly competitive marketplace. In fiscal year 2000, we served 12 of the 17 gas and electric utilities, as well as several of the energy companies, in the Fortune Global 500. Our work includes helping utilities transform themselves from state-owned, regulated local entities to global deregulated corporations, as well as developing diverse products and service offerings to help our clients deliver higher levels of convenience and service to their customers. These offerings include trading and risk management, supply chain optimization and customer relationship management. We are also working with new electricity power exchanges, including ASMAE (Brazilian Power Exchange), PJM Interconnection and ERCOT (the Electric Reliability Council of Texas), to bring producers together with the goal of improving service to consumers and reducing rates.

Government

Government

		Year ended August 31, 2000			Nine months ended May 31, 2001
Revenues before reimbursements (in millions):		$797			$728
Percent of revenues before reimbursements:		8	%		8	%

Number of employees as of May 31, 2001:

4,851

Ÿ  Canada Post Corporation Ÿ  Centrelink, Australia Ÿ  City of Boston Ÿ  Direccão-Geral das Contribuições e Impostos Ÿ  District of Columbia Office of Taxation and Revenue Ÿ  Government of Ontario, Ministry of Community and Social Services Ÿ  Independent Electoral Commission, South Africa Ÿ  Kanto Gakuen, Japan Ÿ  Ministère Des Finances, France Ÿ  National Diet Library, Japan Ÿ  National Treasury, South Africa

Ÿ  New Mexico Department of Human Services Ÿ  Tennessee Department of Human Services Ÿ  United Kingdom Inland Revenue Ÿ  U.S. Defense Logistics Agency Ÿ  U.S. Department of Commerce Ÿ  U.S. Department of Education, Office of Student Financial Assistance Ÿ  U.S. Department of Housing and Urban Development Ÿ  U.S. Department of the Interior, Minerals Management Service Ÿ  U.S. Postal Service

Service Lines

Strategy & Business Architecture

Customer Relationship Management

Supply Chain Management

Human Performance

Finance & Performance Management

Technology Research & Innovation

Solutions Engineering

Solutions Operations

Solution Centers and Business Launch Centres

Solution Centers

Business Launch Centres

Affiliates

Alliances

Alliance Partner		Alliance Description
Adaytum		We work with Adaytum to co-develop and implement Web-based applications to accelerate and improve the predictability of our clients’ enterprise business planning processes.
Ariba		We work together to build and deliver procurement and electronic marketplace solutions and to improve supply chain efficiency.
Avanade*		Our relationship with Avanade gives us an advantage in building and delivering customized, scalable, complex electronic commerce and enterprise-wide solutions based upon the Microsoft .Net enterprise platform.
Blue Martini Software		We work with Blue Martini to develop software solutions to understand, target and interact with customers across all channels.
Click Commerce		We work with Click Commerce to help our clients create secure, tailored channel management solutions across the Internet and wireless platforms.
Commerce One		We work with Commerce One to build public and private electronic marketplaces. We use its applications suite to implement solutions that support supply chain processes.
Docent		We use Docent’s open learning management platform to implement employee learning solutions that enable clients to increase speed to proficiency while lowering training costs.
e-peopleserve*		We use e-peopleserve’s leading-edge, electronically enabled human resources solutions to deliver comprehensive outsourced human resources services to clients.
Hewlett-Packard		We work with Hewlett-Packard to offer a wide range of imaging solutions and computer hardware and software to our clients.
ICG Commerce		We work with ICG Commerce to offer our clients access to its comprehensive procurement solution.
Imagine Broadband*		We work with Imagine Broadband to develop, customize and deliver leading-edge interactive broadband services.
i2		We work with i2 to build and support electronic marketplaces that improve our clients’ supply chain efficiency.
Jamcracker		We work with Jamcracker to deliver net-sourced solutions to our clients, including virtual private networks, hosted exchanges and remote access.

*	Also an affiliate.

Alliance Partner		Alliance Description
Kana Communications		We work with Kana to deliver Web-architected customer relationship management solutions that help clients manage interactions with their customers, partners and suppliers across multiple communication channels.
Lombardi Software		We work with Lombardi to develop solutions that enable companies across the extended supply chain to collaborate, facilitating problem resolution and accelerating decision making.
Microsoft		We work with Microsoft and Avanade to offer a broad array of scalable solutions built upon the Microsoft .Net enterprise platform.
Moai		We work with Moai to co-market and deliver online contract negotiation services that allow businesses to buy and sell goods more efficiently over the Internet.
Perform.com		We work with Perform.com to deliver Web-enabled human performance, organizational planning and career management tools and processes.
SAP		We work with SAP to provide supply chain solutions that help companies collaborate electronically, enabling them to quickly add new members, lower distribution costs, reduce inventories, increase delivery accuracy and better control infrastructure technology costs.
SeeBeyond (formerly known as STC)		We work with SeeBeyond to help our clients optimize their information flow by delivering Enterprise Application Integration (EAI) solutions for integrating supply chain management, customer relationship management, decision support and electronic commerce applications.
Siebel Systems		We work with Siebel Systems to deliver customer relationship management technologies that help our clients interact effectively with their customers across multiple channels.
Seisint (formerly known as eData)		We work with Seisint to develop solutions to help companies improve business performance by using data at speed, at scale and cost-effectively.
Sun Microsystems		We work with Sun Microsystems to co-develop and jointly market products and services.
Yantra		We work with Yantra to develop scalable electronic supply chain solutions for managing and executing high-volume customer transactions across complex, multi-channel and multi-partner enterprises.

*	Also an affiliate.

Accenture Technology Ventures Portfolio Companies

Ÿ

customer relationship management;

Ÿ

supply chain management;

Ÿ

eInfrastructure and enterprise integration software;

Ÿ

wireless technologies;

Ÿ

digital content services; and

Ÿ

eHuman Performance, including eLearning and eHuman Resources.

Ÿ

Information technology outsourcing and services companies.    In addition to information technology outsourcing, these companies also offer consulting and systems integration capabilities for a complete solution.

Ÿ

“Big 5” accounting firms.    Some of the “Big 5” accounting firms have significant consulting operations with broad capabilities and geographic coverage.

Ÿ

Management and strategy consulting firms.    These firms continue to focus on high-level corporate strategy for their traditional clients and emerging companies. Many have recently added a focus on information technology and electronic commerce strategy.

Ÿ

Specialized electronic business consulting firms.    The fragmented nature of this industry, coupled with constant changes in technology, results in the formation of boutique consultants. The rapid rise of the Internet resulted in the emergence of many specialized services firms, typically focused on a small segment of the overall market, such as Web design and development.

Ÿ

Information technology product and service vendors.    Product vendors offer technical consulting to support their own products while also maintaining alliance relationships with major consulting firms, and these organizations typically attempt to broaden their services beyond their product suites. We also compete with application service providers.

Ÿ

skills and capabilities of people;

Ÿ

reputation and client references;

Ÿ

price;

Ÿ

scope of services;

Ÿ

service delivery approach;

Ÿ

technical and industry expertise;

Ÿ

perceived ability to add value;

Ÿ

quality of advice given;

Ÿ

focus on achieving results on a timely basis;

Ÿ

availability of appropriate resources; and

Ÿ

global reach and scale.

Name		Age		Years with Accenture		Position
Joe W. Forehand		53		28		Chief Executive Officer and Chairman of the     Board of Directors
Stephan A. James		54		33		Chief Operating Officer and Director
Karl-Heinz Flöther		48		22		Managing Partner—Financial Services Global     Market Unit and Director
Joel P. Friedman		53		29		Director
William D. Green		47		23		Managing Partner—Communications & High Tech     Global Market Unit and Director
Masakatsu Mori		54		32		Director
Diego Visconti		51		25		Director
Jackson L. Wilson, Jr.		54		26		Corporate Development Officer, Managing     General Partner—Accenture Technology     Ventures and Director
Arnaud André		46		22		Managing Partner—People Matters
R. Timothy S. Breene		52		5		Managing Partner—Global Service Lines
Pamela J. Craig		44		22		Managing Partner—Global Business Operations
Gregg G. Hartemayer		48		25		Managing Partner—Products Global Market Unit
David R. Hunter		50		28		Managing Partner—Government Global Market     Unit
Jose Luis Manzanares		48		26		Managing Partner—Geographic Services
Michael G. McGrath		55		28		Treasurer
Douglas G. Scrivner		50		21		General Counsel and Secretary
Mary A. Tolan		41		19		Managing Partner—Resources Global Market Unit
Harry L. You		42		—		Chief Financial Officer

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a nominating committee;

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an audit committee; and

Ÿ

a compensation committee.

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review the performance of the independent accountants and make recommendations to the board regarding the appointment or termination of the independent accountants;

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oversee that management has maintained the reliability and integrity of our accounting policies and financial reporting and disclosure practices;

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oversee that management has established and maintained procedures designed to assure that an adequate system of internal controls is functioning; and

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oversee that management has established and maintained procedures designed to assure our compliance with applicable laws, regulations and corporate policy.

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an annual retainer of $50,000, which may be deferred by the individuals in whole or in part, through receipt of fully-vested restricted share units;

Ÿ

an initial grant of an option to purchase 25,000 Class A common shares upon election to the board of directors; and

Ÿ

an annual grant of an option to purchase 10,000 Class A common shares.

Name and Principal Position
Joe W. Forehand		$4,000,000
Chief Executive Officer
Jackson L. Wilson, Jr.		$4,600,000
Corporate Development Officer and Managing General Partner—Accenture Technology Ventures
Stephan A. James		$4,200,000
Chief Operating Officer
Michael G. McGrath		$3,900,000
Treasurer
William D. Green		$3,500,000
Managing Partner—Communications & High Tech Global Market Unit

(1)	Amounts in the table consist of distributions of partnership income, including realized gains on investments and return on capital at risk. These amounts are not comparable to executive compensation in the customary sense.

Ÿ

some of our employees who will be promoted to partner on September 1, 2001 will receive a grant of restricted share units which will vest on August 31, 2001, and with respect to which up to an aggregate of 16,357,175 Class A common shares generally will be deliverable in eight installments beginning 12 months after the date of grant;

Ÿ

some of our recently admitted partners will receive a grant of restricted share units which, except for 1,325,405 restricted share units which will be fully vested, will vest in five equal annual installments beginning one year after the date of grant and with respect to which up to an aggregate of 8,020,496 Class A common shares generally will be deliverable in eight installments beginning 12 months after the date of grant;

Ÿ

some of our recently admitted partners and some of our employees who will be promoted to partner on September 1, 2001 will receive a grant of options to purchase an aggregate of 14,770,000 Class A common shares that, except for options to purchase 300,000 Class A common shares that will vest 30 months after the date of grant, will vest in five equal annual installments beginning one year after the date of grant;

Ÿ

some of our former partners will receive a grant of restricted share units with respect to which up to an aggregate of 15,042,077 Class A common shares will be deliverable either 12 or 24 months after the date of grant;

Ÿ

employees who are current holders of eUnits, employees in good standing and some of our former U.S. employees will receive a grant of restricted share units with respect to which up to an aggregate of 17,500,000 Class A common shares will be deliverable 18 months after the date of grant and up to an aggregate of 17,500,000 Class A common shares will be deliverable 36 months after the date of grant; and

Ÿ

some of our managers, senior managers and associate partners will receive a grant of options to purchase an aggregate of 82,500,000 Class A common shares that will vest in four equal annual installments beginning one year after the date of grant.

Reorganization Transactions

Ÿ

Our partners received shares in our global corporate structure in lieu of their interests in our local business operations. Our partners in Australia, Denmark, France, Italy, Norway, Spain, Sweden and the United States received an aggregate of 587,296,594 Accenture SCA Class I common shares in lieu of their interests in our local operations in those countries. Our partners in Canada and New Zealand received an aggregate of 8,160,742 Accenture Canada Holdings exchangeable shares in lieu of their interests in our local operations in those countries. Our partners elsewhere received an aggregate of 212,257,238 Accenture Ltd Class A common shares in lieu of their interests in our local operations in the relevant countries. Most of our partners receiving Accenture SCA Class I common shares or Accenture Canada Holdings exchangeable shares received a corresponding number of Accenture Ltd Class X common shares. Class X common shares entitle the holder to voting rights in Accenture Ltd but no economic rights. Some of our partners will not hold Class X common shares and accordingly will not have voting rights in Accenture Ltd. For more information see “Accenture Organizational Structure” and “Description of Share Capital.”

Ÿ

In connection with our transition to a corporate structure, each partner’s paid-in capital has been returned to that partner.

Related Transactions

Ÿ

On the date of the consummation of the offering, we intend to grant restricted share units and options to purchase our Class A common shares to some of our employees and partners. The restricted share units represent the right to receive up to an aggregate of 74,419,748 Class A common shares valued at $1,079 million at no future cost (except applicable taxes) to our employees or partners. The options represent the right to purchase up to an aggregate of 97,270,000 Class A common shares at an exercise price generally equal to the initial public offering price per share. See “Management—Employee Awards.”

Ÿ

We expect to distribute to our partners any earnings undistributed as of the date of the consummation of our transition to a corporate structure in one or more installments on or prior to December 31, 2001.

Ÿ

After the consummation of the offering, we and several of our partners expect to make a contribution of cash, Accenture SCA Class I common shares or Accenture Ltd Class A common shares to Accenture Foundation, Inc., a New York not-for-profit corporation, or to comparable entities in other jurisdictions.

Persons and Shares Covered

Ÿ

except as described below, maintain beneficial ownership of his or her covered shares received on or prior to the date of the offering for a period of eight years thereafter;

Ÿ

maintain beneficial ownership of at least 25% of his or her covered shares received on or prior to the date of the offering as long as he or she is an employee of Accenture; and

Ÿ

comply with the underwriters’ 180-day lock-up arrangement described under “Underwriting” and with certain other transfer restrictions when requested to do so by Accenture.

Cumulative percentage of shares permitted to be transferred		Years after offering
10%		1 year
25%		2 years
35%		3 years
45%		4 years
55%		5 years
65%		6 years
75%		7 years
100%		The later of (a) 8 years and (b) end of employment at Accenture

Ÿ

participating in a proxy solicitation with respect to shares of Accenture;

Ÿ

depositing any covered shares in a voting trust or subjecting any of these shares to any voting agreement or arrangement;

Ÿ

forming, joining or in any way participating in a “group” that agrees to vote or dispose of shares of Accenture in a particular manner;

Ÿ

except as provided in the partner matters agreement, proposing certain transactions with Accenture;

Ÿ

seeking the removal of any member of the board of directors of Accenture Ltd or any change in the composition of Accenture Ltd’s board of directors;

Ÿ

making any offer or proposal to acquire any securities or assets of Accenture; or

Ÿ

participating in a call for any special meeting of the shareholders of Accenture Ltd.

Ÿ

participate as sellers in underwritten public offerings of common shares and tender and exchange offers and share repurchase programs by Accenture;

Ÿ

transfer covered shares to charities, including charitable foundations;

Ÿ

transfer covered shares held in employee benefit plans; and

Ÿ

transfer covered shares in particular situations (for example, to immediate family members and trusts).

Ÿ

except as described below, maintain beneficial ownership of his or her covered shares received on or prior to the date of the offering for a period of eight years thereafter;

Ÿ

maintain beneficial ownership of at least 25% of his or her covered shares received on or prior to the date of the offering as long as he or she is an employee of Accenture; and

Ÿ

comply with certain other transfer restrictions when requested to do so by Accenture.

Cumulative percentage of shares permitted to be transferred		Years after offering
10%		1 year
25%		2 years
35%		3 years
45%		4 years
55%		5 years
65%		6 years
75%		7 years
100%		The later of (a) 8 years and (b) end of employment at Accenture

Ÿ

participate as sellers in underwritten public offerings of common shares and tender and exchange offers and share repurchase programs by Accenture;

Ÿ

transfer covered shares to charities, including charitable foundations;

Ÿ

transfer covered shares held in employee benefit plans; and

Ÿ

transfer covered shares in particular situations (for example, to immediate family members and trusts).

Ÿ

select, for three to five years after the offering, five partner nominees for membership on the board of directors of Accenture Ltd;

Ÿ

make a non-binding recommendation to the board of directors of Accenture Ltd through a committee of partners regarding the selection of a chief executive officer of Accenture Ltd in the event a new chief executive officer is appointed within the first four years after the offering;

Ÿ

vote on new partner admissions;

Ÿ

approve the partners’ income plan as described below; and

Ÿ

hold a non-binding vote with respect to any decision to eliminate or materially change the current practice of allocating partner compensation on a relative, or “unit,” basis.

Persons Covered

Restricted Activities

Enforcement

Waiver and Termination

Arbitration Award and Separation

Ÿ

Arthur Andersen will provide services, including tax services, to Accenture for six years for $60 million per year.

Ÿ

Arthur Andersen will provide accommodations and related facility use services to Accenture at its training facility in St. Charles, Illinois, for specified occupancy rates for five years for $60 million per year.

Ÿ

Accenture will provide Arthur Andersen with consulting services at no cost to Arthur Andersen for five years up to $22.5 million per year at our published billing rate.

Tax Sharing Agreement

Ÿ

each holder who is known to us to be the beneficial owner of more than 5% of any class of Accenture Ltd outstanding common shares;

Ÿ

each director and named executive officer of Accenture Ltd; and

Ÿ

all directors and named executive officers of Accenture Ltd as a group.

Name		Accenture Ltd Class A common shares beneficially owned		Percent of Accenture Ltd Class A common shares before the offering			Percent of Accenture Ltd Class A common shares after the offering
Directors and named executive officers:
Joe W. Forehand(1)		1,406,889		*	%		*	%
Stephan A. James(1)		1,187,063		*			*
Karl-Heinz Flöther(1)		926,347		*			*
Joel P. Friedman(1)		840,257		*			*
William D. Green(1)		1,087,985		*			*
Masakatsu Mori(1)		892,495		*			*
Diego Visconti(1)		945,582		*			*
Jackson L. Wilson, Jr.(1)		1,187,063		*			*
Michael G. McGrath(1)		1,143,097		*			*
All directors and named executive officers     as a group (9 persons)		9,616,778		1.1	%		1.0	%

(1)

c/o Accenture, 1661 Page Mill Road, Palo Alto, California 94304. Excludes any common shares subject to the voting agreement referred to below that are owned by other parties to the voting agreement. While each of Joe W. Forehand, Stephan A. James, Karl-Heinz Flöther, Joel P. Friedman, William D. Green, Masakatsu Mori, Diego Visconti, Jackson L. Wilson, Jr. and Michael G. McGrath is a party to the voting agreement and the Accenture Ltd common shares beneficially owned by these persons are subject thereto, each disclaims beneficial ownership of the common shares subject to the voting agreement other than those specified above for each such person individually. See “Certain Relationships and Related Transactions—Voting Agreement” for a discussion of the voting agreement.

*	Less than 1% of Accenture Ltd Class A common shares outstanding.

Ÿ

20,000,000,000 Class A common shares, par value $0.0000225 per share;

Ÿ

1,000,000,000 Class X common shares, par value $0.0000225 per share; and

Ÿ

2,000,000,000 preferred shares, par value $0.0000225 per share.

Ÿ

212,257,238 Class A common shares held by our partners will be subject to the transfer restrictions described under “Certain Relationships and Related Transactions—Voting Agreement” and, unless these restrictions are waived, will be subject to the underwriters’ lock-up described under “Underwriting” and will be eligible for resale pursuant to Rule 144 under the Securities Act after one year as described below.

Ÿ

587,296,594 Class A common shares issuable upon redemption or exchange of Accenture SCA Class I common shares and 8,160,742 Class A common shares issuable upon exchange of Accenture Canada Holdings exchangeable shares held by our partners will be subject to the transfer restrictions described under “Certain Relationships and Related Transactions—Accenture SCA Transfer Rights Agreement” and “—Voting Agreement” and, unless these restrictions are waived, will be subject to the underwriters’ lock-up described under “Underwriting” and will be eligible for resale pursuant to Rule 144 under the Securities Act one year after redemption or exchange as described below.

The Class A common shares held by our partners and the Class A common shares that may be received by our partners in exchange for their Accenture SCA Class I common shares or Accenture Canada Holdings exchangeable shares will be “restricted” securities within the meaning of Rule 144. These restricted securities may not be sold in the absence of registration under the Securities Act unless an exemption from registration is available, including the exemption contained in Rule 144. We currently expect that we will file a registration statement with the Securities and Exchange Commission, which may be pursuant to a registration rights agreement in customary form for the benefit of the holders of these shares, in order to register the issuance of Accenture Ltd Class A common shares delivered upon the redemption or exchange of these shares or to register the reoffer and resale of these shares if they are not transferable to the public in accordance with Rule 144 and to the extent they are not subject to the transfer restrictions described under “Certain Relationships and Related Transactions—Voting Agreement—Transfer Restrictions” or the Underwriters’ lock-up described under “Underwriting.” As a result, these shares will be freely transferable to the public unless the shares are acquired by an “affiliate” of Accenture Ltd. Any share acquired by an “affiliate” of Accenture Ltd will be transferable to the public in accordance with Rule 144.

Ÿ

74,419,748 Class A common shares underlying restricted share units generally will be deliverable as follows:

Number of Shares		Months After Offering
9,694,907		12
17,500,000		18
11,441,587		24
19,937,768		36
2,437,768		48
2,437,768		60
2,437,768		72
2,437,766		84
6,094,416		96

Ÿ

Of the 97,270,000 Class A common shares subject to options described under “Management—Employee Awards,” 14,470,000 will become exercisable in five equal annual installments beginning one year after the date of grant, 82,500,000 will become exercisable in four equal annual installments beginning one year after the date of grant and 300,000 will become exercisable 30 months after the date of grant.

Ÿ

Up to 3,000,000 Class A common shares acquired by some of our former partners in the offering will be subject to the Transfer restrictions described under “Underwriting” and otherwise will be freely tradable without restriction or further registration under the Securities Act.

Ÿ

one percent of the then outstanding Class A common shares; or

Ÿ

the average weekly trading volume in Class A common shares on the New York Stock Exchange during the four calendar weeks preceding the date on which notice of this sale is filed, provided that requirements concerning availability of public information, manner of sale and notice of sale are satisfied.

Ÿ

a citizen or resident of the United States;

Ÿ

a corporation or partnership created or organized in or under the laws of the United States or any political subdivision thereof;

Ÿ

an estate, the income of which is subject to United States federal income taxation regardless of its source; or

Ÿ

a trust that is subject to the supervision of a court within the United States and the control of one or more United States persons or that has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

Ÿ

a dealer in securities or currencies;

Ÿ

a trader in securities if you elect to use a mark-to-market method of accounting for your securities holdings;

Ÿ

a financial institution;

Ÿ

an insurance company;

Ÿ

a tax-exempt organization;

Ÿ

a person liable for alternative minimum tax;

Ÿ

a person holding Class A common shares as part of a hedging, integrated or conversion transaction, constructive sale or straddle;

Ÿ

a person owning, actually or constructively, 10% or more of our voting stock or 10% or more of the voting stock of any of our non-United States subsidiaries; or

Ÿ

a person whose functional currency is not the United States dollar.

Ÿ

foreign source passive income or, in the case of some holders, foreign source financial services income; and

Ÿ

United States source income,

Ÿ

at any time during the corporation’s taxable year, five or fewer individuals who are United States citizens or residents own, directly or indirectly (or by virtue of certain ownership attribution rules), more than 50% of the corporation’s stock by either voting power or value (we refer to this as the “shareholder test”); and

Ÿ

the corporation receives at least 60% of its gross income, or 50% after the initial year of qualification, as adjusted, for the taxable year from certain passive sources (we refer to this as the “income test”).

International underwriters		Number of Shares
Goldman Sachs International		3,339,893
Morgan Stanley & Co. International Limited		3,339,893
Credit Suisse First Boston (Europe) Limited		1,688,298
Deutsche Bank AG London		1,688,298
J.P. Morgan Securities Ltd.		1,688,298
Salomon Brothers International Limited		1,688,298
Banc of America Securities Limited		844,149
Lehman Brothers International (Europe)		844,149
Merrill Lynch International		844,149
UBS AG, acting through its business group UBS Warburg		844,149
ABN AMRO Rothschild		440,426
Total		17,250,000

		Paid by Accenture Ltd
		No Exercise		Full Exercise
Per Share		$            0.68		$            0.68
Total		$11,730,000		$13,489,500