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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549




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FORM 10-K

(Mark One)


|                                              |  |                                                                                                                                                             
|--------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|x                                             |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934                                                                    
|For the fiscal year ended August 31,
    2003
|OR                                           
|o                                             |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR
    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition
    period
    from           to           .
|Commission File Number: 001-16565            



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ACCENTURE LTD

(Exact name of Registrant as specified in its
charter)


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

Canons Court

22 Victoria Street


Hamilton HM 12 Bermuda


(Address of principal executive
offices)


(441) 296-8262

(Registrants telephone number, including
area code)


Securities
registered pursuant to Section 12(b) of the Act:

|                                                          |  |                                     
|--------------------------------------------------------- |  | ------------------------------------
|Title of Each Class                                       |  | Name of Exchange on Which Registered
|                                                          |  |                                     
|Class A common shares, par value $0.0000225
    per share |  | New York Stock Exchange             



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Securities
registered pursuant to Section 12(g) of the Act:

Class X common shares, par value $0.0000225
per share

Indicate
by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days.     Yes x No o

Indicate
by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrants
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this
Form 10-K or any amendment to this
Form 10-K.     x

Indicate
by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange
Act.)     Yes x No o

The
aggregate market value of the common equity of the Registrant
held by non-affiliates of the Registrant on February 28,
2003 was approximately $6.5 billion, based on the closing
price of the Registrants Class A common shares, par
value $0.0000225 per share, reported on the New York Stock
Exchange on such date of $15.34 per share and on the par value
of the Registrants Class X common shares, par value
$0.0000225 per share.

The
number of shares of the Registrants Class A common
shares, par value $0.0000225 per share, outstanding as of
October 31, 2003 was 504,469,264 (which number does not
include 26,159,906 issued shares held by subsidiaries of the
Registrant). The number of shares of the Registrants
Class X common shares, par value $0.0000225 per share,
outstanding as of October 31, 2003 was 430,334,945.



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TABLE OF CONTENTS

|         |  |                                                                                           |  |      |    | 
|-------- |  | ----------------------------------------------------------------------------------------- |  | ---- | -- | 
|         |  |                                                                                           |  | Page |   
|         |  |                                                                                           |  |      |   
|Part I   |  |                                                                                           |  |      |    | 
|Item 1.  |  | Business                                                                                  |  |      | 1  | 
|Item 2.  |  | Properties                                                                                |  |      | 27 | 
|Item 3.  |  | Legal Proceedings                                                                         |  |      | 27 | 
|Item 4.  |  | Submission of Matters to a Vote of Security
    Holders                                   |  |      | 28 | 
|Part II  |  |                                                                                           |  |      |    | 
|Item 5.  |  | Market for Registrants Common Equity and
    Related Stockholder Matters                 |  |      | 29 | 
|Item 6.  |  | Selected Financial Data                                                                   |  |      | 30 | 
|Item 7.  |  | Managements Discussion and Analysis of
    Financial Condition and Results of Operations |  |      | 31 | 
|Item 7A. |  | Quantitative and Qualitative Disclosures about
    Market Risk                            |  |      | 58 | 
|Item 8.  |  | Financial Statements and Supplementary Data                                               |  |      | 59 | 
|Item 9.  |  | Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure  |  |      | 59 | 
|Item 9A. |  | Controls and Procedures                                                                   |  |      | 59 | 
|Part III |  |                                                                                           |  |      |    | 
|Item 10. |  | Directors and Executive Officers of the Registrant                                        |  |      | 60 | 
|Item 11. |  | Executive Compensation                                                                    |  |      | 66 | 
|Item 12. |  | Security Ownership of Certain Beneficial Owners
    and Management                        |  |      | 68 | 
|Item 13. |  | Certain Transactions and Relationships                                                    |  |      | 71 | 
|Item 14. |  | Principal Accounting Fees and Services                                                    |  |      | 86 | 
|Part IV  |  |                                                                                           |  |      |    | 
|Item 15. |  | Exhibits, Financial Statement Schedules, and
    Reports on Form 8-K                      |  |      | 87 | 



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PART I


Disclosure Regarding Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking
statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 relating to our operations and our results
of operations that are based on our current expectations,
estimates and projections. Words such as expects,
intends, plans, projects,
believes, estimates and similar expressions
are used to identify these forward-looking statements. These
statements are not guarantees of future performance and involve
risks, uncertainties and assumptions that are difficult to
predict. Forward-looking statements are based upon assumptions
as to future events that may not prove to be accurate. Actual
outcomes and results may differ materially from what is
expressed or forecast in these forward-looking statements. The
reasons for this include changes in general economic and
political conditions, including fluctuations in exchange rates,
and the factors discussed below under the section entitled
Business  Risk Factors.

Available Information

Our website address is www.accenture.com. We make available free
of charge on the Investor Relations section of our website
(http://www.accenture.com/investor/) our Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K and all amendments to those reports as
soon as reasonably practicable after such material is
electronically filed with the Securities and Exchange Commission
(the SEC). We also make available through our
website other reports filed with the SEC under the Exchange Act,
including our proxy statements and reports filed by officers and
directors under Section 16(a) of that Act, as well as our
Code of Business Ethics. We do not intend for information
contained in our website to be part of this Annual Report on
Form 10-K.

In this Annual Report on Form 10-K, we use the terms
Accenture, we, our Company,
our and us to refer to Accenture Ltd and
its subsidiaries. All references to years, unless otherwise
noted, refer to our fiscal year, which ends on August 31.
We use the term partner to refer to the executive
employees of Accenture with the partner title.

ITEM 1.     BUSINESS

Overview

Accenture is one of the worlds leading management
consulting, technology services and outsourcing organizations.
We had approximately $11.82 billion of revenues before
reimbursements for fiscal 2003. As of August 31, 2003, we
had more than 83,000 employees based in over 110 offices in
48 countries delivering to our clients a wide range of
management consulting, technology and outsourcing services and
solutions. We operate globally with one common brand and
business model designed to enable us to serve our clients on a
consistent basis around the world. We work with clients of all
sizes and have extensive relationships with the worlds
leading companies and governments.

Our leading position results from the fact that we are one of
the largest management consulting, technology services and
outsourcing companies in the world in terms of number of
employees, industries served and revenues. Based on our
knowledge of our business and the business of our competitors,
we believe that few other organizations provide as broad a range
of management consulting, technology services and outsourcing
solutions to as many industries in as many geographic markets as
we do.

1



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Our business consists of using our industry and business-process
knowledge, our service offering expertise and our insight into
and access to existing and emerging technologies to identify new
business and technology trends and formulate and implement
solutions for clients under demanding time constraints. We help
clients identify and enter new markets, increase revenues in
existing markets, improve operational performance and deliver
their products and services more effectively and efficiently.

Management Consulting, Technology and Outsourcing Services
and Solutions

Our business is structured around five operating groups, which
together comprise 18 industry groups serving clients in
every major industry. Our industry focus gives us an
understanding of industry evolution, business issues and
applicable technologies, enabling us to deliver innovative
solutions tailored to each client or, as appropriate,
more-standardized capabilities that we offer to multiple clients.

Our capability groups, business process outsourcing
(BPO) businesses and technology businesses are the
innovation engines through which we develop our knowledge
capital; build world-class skills and capabilities; and create,
acquire and manage key assets central to our delivery of
solutions to our clients.

Our two capability groups, Business Consulting and Technology
& Outsourcing, develop and deliver a full spectrum of
services and solutions that address business opportunities and
challenges common across industries. The subject matter experts
within our capability groups support the industry experts
working within our operating groups. Our Technology &
Outsourcing capability group also manages our alliances with
technology companies and oversees our intellectual property
program.

Our BPO businesses provide function-specific and/or
industry-specific business services to multiple clients on an
outsourced basis through standard operating models. Our
technology businesses provide specialized technology and
infrastructure capabilities focused on particular technology
platforms, such as Microsoft Windows and .NET, as well as
technology infrastructures designed from
Accenture-owned-and-operated capabilities.

Client engagement teams typically consist of industry experts,
capability specialists and professionals with local market
knowledge. Our client teams are complemented by professionals in
our delivery centers, who capture replicable components of
methodologies and technologies to create client solutions
quickly, predictably and cost-effectively.

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Operating Groups

The following table shows the organization of our five operating
groups and their 18 industry groups. For financial
reporting purposes, our operating groups are our reportable
operating segments. For certain historical financial information
regarding our operating groups, please see Footnote 19
(Segment Reporting) to our consolidated financial statements
below under Financial Statements and Supplementary
Data.

|                 |  |                                                                            |  |                                                 |  |                                                                                                                                                                       |  |                                                                                      |  |              |  | 
|---------------- |  | -------------------------------------------------------------------------- |  | ----------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------ |  | ------------ |  | 
|                
|                
|                
|Operating Groups
|                
|                
|                
|                 |  | Communications                                                             |  | Financial                                       |  | Products                                                                                                                                                              |  | Resources                                                                            |  | Government   |  | 
|                 |  | & High Tech                                                                |  | Services                                        |  |                                                                                                                                                                       |  |                                                                                      |  |              |  | 
|                 |  |  Communications
     Electronics & High Tech
     Media & Entertainment |  |  Banking
     Capital Markets
     Insurance |  |  Automotive
     Health Services
     Industrial Equipment
     Pharmaceuticals & Medical Products
     Retail & Consumer
     Transportation & Travel Services |  |  Chemicals
     Energy
     Forest Products
     Metals & Mining
     Utilities |  |  Government |  | 
|                



| |                           
| | --------------------------
| | Communications & High Tech

We are a leading provider of management consulting, technology,
BPO and new-business development services and solutions to the
communications, high technology, media and entertainment
industries. We help our clients achieve the results made
possible by the convergence of computing, content and
communications. Examples of our services and solutions include
the application of mobile technology, advanced communications
network optimization, broadband and Internet protocol solutions
as well as systems integration, customer care and workforce
transformation services. In support of these services, we have
developed an array of assets, methodologies and research
facilities to demonstrate how new technologies can be applied in
new and innovative ways to enhance our clients business
performance.

Our Communications & High Tech operating group comprises the
following industry groups:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Communications. Our Communications industry group
    serves many of the worlds leading wireline, wireless,
    cable and satellite communications companies. We provide a wide
    range of services designed to help our communications clients
    increase margins, improve asset utilization, improve customer
    retention, increase revenues, reduce overall costs and
    accelerate sales cycles.                    
|
| |  | Electronics & High Tech. Our Electronics &
    High Tech industry group serves the aerospace, defense, consumer
    electronics, software, semiconductor, high technology
    manufacturing and network equipment industries. This industry
    group provides services in areas such as electronic commerce and
    strategy, enterprise resource management, customer relationship
    management and supply chain management.
|
| |  | Media & Entertainment. Our Media &
    Entertainment industry group serves entertainment (television,
    music and movie), print and publishing companies. Professionals
    in this industry group provide a wide array of services,
    including digital content solutions designed to help companies
    effectively manage and distribute content across numerous media
    channels.                                     

3



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| |                   
| | ------------------
| | Financial Services

Our Financial Services operating group focuses on the
opportunities created by our clients need to adapt to
changing market conditions, including increased cost pressures,
industry consolidation, regulatory changes, the creation of
common industry standards and protocols, and the move to a more
seamless and interconnected industry model. We help clients meet
these challenges through a variety of services and solutions,
including outsourcing strategies to increase cost efficiency and
transform businesses, and customer-relationship-management
initiatives that enable them to acquire new customers, retain
profitable customers and improve their cross-selling
capabilities.

Our Financial Services operating group comprises the following
industry groups:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Banking. Our Banking industry group works with
    traditional retail and commercial banks, diversified financial
    enterprises and a variety of niche players and innovators. We
    help these organizations develop and execute strategies to
    target, acquire and retain customers more effectively, expand
    product and service offerings, comply with new regulatory
    initiatives, and leverage new technologies and distribution
    channels.                                                                                                                                                                                                                                                                                    
|
| |  | Capital Markets. As the reinvention of the
    securities industry continues, our Capital Markets industry
    group helps investment banks, broker/dealers, asset management
    firms, depositories, clearing organizations and exchanges
    improve operational efficiency and transform their businesses to
    remain competitive.                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | 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. Our Insurance industry
    group has also developed a claims management capability that
    enables insurers to provide better customer service while
    optimizing claims costs. And, through Solutions Assurance Vie
    (S.A.V.), one of Accentures BPO businesses, we
    provide a variety of outsourced solutions to help insurers
    improve working capital and cash flow, deliver permanent cost
    savings and enhance long-term growth.



| |         
| | --------
| | Products

Our Products operating group comprises the following industry
groups: Automotive, Health Services, Industrial Equipment,
Pharmaceuticals & Medical Products, Retail & Consumer,
and Transportation & Travel Services.



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Automotive. Our Automotive industry group works
    with auto manufacturers, suppliers, dealers, retailers and
    service providers. Professionals in this industry group help
    clients 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.                                                                                                       
|
| |  | Health Services. Our Health Services industry
    group serves integrated health care providers, health insurers,
    managed care organizations, biotech and life sciences companies
    and policy-making authorities. We are helping our clients in the
    health plan and health insurance areas in North America
    accelerate their businesses by connecting consumers, physicians
    and other stakeholders through electronic commerce. In Europe,
    we are helping create new connections between governments,
    physicians and insurers.
|
| |  | Industrial Equipment. Our Industrial Equipment
    industry group serves the industrial and electrical equipment,
    construction, consumer durable and heavy equipment industries.
    We help                                                                                                                                                                                                                                                                                                                                                         

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | our clients increase operating and supply chain efficiency by
    improving processes and leveraging technology. We also work with
    clients to generate value from strategic mergers and
    acquisitions. Our Industrial Equipment industry group also
    develops and deploys innovative solutions in the areas of
    channel management, collaborative product design, remote field
    maintenance, enterprise application integration and outsourcing.                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | Pharmaceuticals & Medical Products. Our
    Pharmaceuticals & Medical Products industry group serves
    pharmaceuticals, biotechnology, medical products and other
    industry-related companies. 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
    required to develop and deliver new drugs to market through
    process improvements and implementation of technology. 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.
|
| |  | Retail & Consumer. Our Retail & Consumer
    industry group serves a wide spectrum of retailers and consumer
    goods companies, including supermarkets, specialty premium
    retailers and large mass- merchandise discounters, as well as
    food, beverage, tobacco, household products, cosmetics and
    apparel companies. 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, improving
    supply chain efficiencies through collaborative commerce
    business models, and enhancing the efficiency of their internal
    operations.                                                 
|
| |  | Transportation & Travel Services. Our
    Transportation & Travel Services industry group serves
    companies in the airline, freight transportation, third-party
    logistics, hospitality, gaming, car rental, passenger rail and
    travel distribution industries. 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.
    And through Navitaire, Inc., one of Accentures BPO
    businesses, we provide airlines with reservations, revenue
    accounting and revenue management services on an outsourced
    basis.             



| |          
| | ---------
| | Resources

Our Resources operating group serves the energy, chemicals,
utilities, metals, mining, forest products and related
industries. With market conditions driving energy companies to
seek new ways of creating value for shareholders, deregulation
fundamentally reforming the utilities industry and yielding
cross-border opportunities, and an intensive focus on
productivity and portfolio management in the chemicals industry,
we are working with clients to create innovative solutions that
are designed to help them differentiate themselves in the
marketplace and gain competitive advantage.

Our Resources operating group comprises the following industry
groups:



| |   |                                                                                                                                                                                                                                                                                                      
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Chemicals. Our Chemicals industry group works with
    a wide cross-section of industry segments, including
    petrochemicals, specialty chemicals, polymers and plastics,
    gases and life science companies. We also have long-term
    outsourcing contracts with many of the industry leaders.

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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. Key areas of
    focus include helping clients to optimize production, manage the
    hydrocarbon supply chain, streamline retail operations and
    realize the full potential of third-party enterprise-wide
    technology solutions. In addition, our multi-client outsourcing
    centers enable clients to increase operational efficiencies and
    to exploit cross-industry synergies.                                                                                                                                                                                                                                                                                                                         
|
| |  | Forest Products. The Forest Products industry
    group helps our clients in the lumber, pulp, papermaking,
    converting and packaging segments of the industry develop and
    implement new business strategies, manage complex change
    initiatives, and integrate processes and technologies to improve
    business performance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  | Metals & Mining. Our Metals & Mining
    industry group serves clients in metals industry segments
    ranging from steel and aluminum to copper, zinc and precious
    metals. We help clients develop innovative business strategies,
    redesign business processes, exploit technologies and improve
    their organizational performance and value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  | Utilities. Our Utilities industry group works with
    electric, gas and water utilities around the world to respond to
    an evolving and highly competitive marketplace. Our work
    includes helping utilities transform themselves from regulated,
    and sometimes state-owned, local entities to global deregulated
    corporations, as well as developing diverse products and service
    offerings to help our clients deliver higher levels of service
    to their customers. These offerings include customer
    relationship management, workforce enablement, supply chain
    optimization, and trading and risk management. In addition,
    through Accenture Business Services for Utilities, one of
    Accentures BPO businesses, we provide outsourced
    customer-care services to utilities, municipalities and retail
    energy companies in North America.



| |           
| | ----------
| | Government

As the worlds largest employers, governments face the
challenge of improving the efficiency of their service delivery
by creating new citizen-centric business models that leverage
the power of new technologies. Our Government operating group
works with government agencies in 24 countries, helping them
transform to meet the demands of citizens and businesses. We
typically work with defense, revenue, human services, justice,
postal, education and electoral authorities, and our clients are
national, provincial or state-level government organizations, as
well as cities and other municipalities.

We advise on, implement and in some cases operate government
services, enabling our clients to use their resources more
efficiently and to deliver citizen-centric services. We are also
working with clients to transform their back-office operations,
build Web interfaces and enable services to be delivered over
the Internet. And, as governments are pressed to operate at
higher levels with reduced resources, Accenture is introducing
innovative contract models from the private sector that are
becoming increasingly popular with governments. For instance,
Accenture pioneered Public Sector Value, a patent-pending
approach that enables governments to measure outcomes and make
decisions that directly improve citizen satisfaction, much as
public-sector companies measure shareholder value to enhance the
value they deliver to shareholders.

In addition, through Accenture eDemocracy Services, one of
Accentures BPO businesses, we provide comprehensive
election services that help governments manage, build and deploy
election solutions, reduce time to deployment and mitigate the
risks associated with the election process.

6



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Capability Groups

Our two capability groups, Business Consulting and Technology
& Outsourcing, develop and deliver a full spectrum of
services and solutions that address business opportunities and
challenges common across industries. The professionals dedicated
full-time to our capability groups help develop knowledge and
assets for clients across all of the industries we serve.



| |                                     
| | ------------------------------------
| | Business Consulting Capability Group

Our Business Consulting capability group comprises five service
lines and two solution units. The five Business Consulting
service lines are Customer Relationship Management, Finance
& Performance Management, Human Performance, Strategy &
Business Architecture and Supply Chain Management. Our two
Business Consulting solution units are Accenture Customer
Contact Solutions and Accenture Procurement Solutions; these
solution units are responsible for creating, managing and
growing certain BPO capabilities before they reach the mature
stage of development in terms of client base, opportunities, and
sales and execution capability.



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Customer Relationship Management.The
    professionals in our Customer Relationship Management service
    line help companies acquire, develop and retain more profitable
    customer relationships. We offer a full range of innovative
    capabilities that address every aspect of customer relationship
    management, including marketing, direct sales, customer service
    and field support. These capabilities include rigorous
    approaches to improving the return on marketing investment,
    methods for building insight into customers purchase
    habits and service preferences, tailoring offers and service
    treatment based on that insight, and unique methods of
    optimizing the quality, cost and revenue impact of sales and
    service operations. Together with our alliance partners, we
    bring these skills to our clients to help them increase the
    value of their customer relationships and enhance the economic
    value of their brands.                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | Finance & Performance Management.The
    professionals in our Finance & Performance Management
    service line work with our clients finance and business
    unit executives to develop financial transaction processing,
    risk management and business performance reporting capabilities.
    Among the services we provide are strategic consulting with
    regard to the design and structure of the finance function,
    particularly acquisition and post-merger integration, the
    establishment of shared service centers, and the configuration
    of enterprise resource planning platforms for streamlining
    transaction processing. Our professionals, who often leverage
    the resources of our Accenture Finance Solutions BPO business,
    work with finance executives to develop and implement solutions
    that help them align their companies investments with
    their business objectives and establish security relating to the
    exchange of information to reporting institutions. Our finance
    capability services also address pricing and yield management,
    billing, credit risk and collection effectiveness, lending and
    debt recovery. Our performance management services address
    shareholder value targeting, scorecard and performance metrics
    development, and performance reporting solutions.
|
| |  | Human Performance.The professionals in our Human
    Performance service line work with clients to solve human
    performance issues that are crucial to operational success,
    including recruiting and motivating key employees and
    management. Our integrated approach provides human resources,
    knowledge management, and learning and performance management
    solutions that increase the efficiency and effectiveness of our
    clients employees and operations, while reducing
    recruiting and training costs. Professionals in our Human
    Performance service line, who often work closely with
    professionals in our Accenture Learning and Accenture HR
    Services BPO businesses, help companies and governments reduce                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

7



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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | employees time to competency, increase knowledge
    retention, lower the costs of administering complex training
    content, and manage multiple learning delivery vehicles and
    vendors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | Strategy & Business Architecture.The
    professionals in our Strategy & Business Architecture
    service line work with individuals at the highest levels of our
    clients organizations to help them strike the right
    balance between delivering current earnings and investing for
    the future. Our Strategy & Business Architecture
    professionals deliver independent, fact-based analyses that
    identify value-led strategies and solutions in shareholder value
    analysis, mergers and acquisitions, alliances and partnerships,
    corporate governance, marketing strategy, the strategic use of
    technology, optimization of information technology investments,
    and transformational programs where information technology is a
    significant component. In addition, our professionals analyze
    current and emerging market trends to help clients identify new
    business opportunities.
|
| |  | Supply Chain Management.The professionals
    in our Supply Chain Management service line help clients across
    a broad range of industries to plan and implement innovative
    operating models that support strategies to enhance revenues,
    reduce costs, increase asset productivity and improve customer
    service. Our professionals combine their skills and leading-edge
    approaches to sourcing and procurement, supply chain planning,
    manufacturing and design, fulfillment and new
    solutions  such as supply chain and outsourcing,
    service parts management, radio frequency identification (RFID)
    technologies and supply chain education  to help our
    clients improve their operational performance.                                                                                                                                                                                    
|
| |  | Accenture Customer Contact Solutions.The
    professionals in our Accenture Customer Contact Solutions
    solution unit deliver an end-to-end customer relationship
    management solution that uses advanced technologies and business
    process innovations to help clients revitalize sales and service
    capabilities. We help clients increase revenues while reducing
    the cost of sales and service by targeting five critical
    dimensions of customer interaction: executing marketing and
    customer strategy; building and integrating deep
    customer-insight capabilities; transforming customer contact and
    self-service capabilities; implementing high-performance
    operating models; and leveraging global labor sourcing
    strategies.                                                                                                                                                        
|
| |  | Accenture Procurement Solutions.The
    professionals in our Accenture Procurement Solutions solution
    unit provide a comprehensive range of procurement services that
    are tightly integrated with Accenture consulting capabilities.
    We help clients quickly realize significant cost savings,
    effectively control expenditures and make better business
    decisions via improved management visibility and accountability.
    Our solutions include strategic sourcing, procurement
    effectiveness, compliance and electronic procurement solutions.                                                                                                                                                                                                                                                                                                                                                             



| |                                          
| | -----------------------------------------
| | Technology & Outsourcing Capability Group

Our Technology & Outsourcing capability group comprises
four service lines: Technology & Research, Global
Business Solutions, Global Technology Solutions, and
Outsourcing & Infrastructure Delivery. The group also
manages our alliances with technology companies and oversees our
intellectual property program.

The four Technology & Outsourcing service lines are
responsible for developing and delivering our full suite of
technology and outsourcing capabilities. Client engagements
typically incorporate

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Technology & Research.Our
    Technology & Research service line comprises two main
    components, one focusing on designing, building and deploying
    complex technology solutions for clients; and the other focusing
    on technology research and development. Professionals in the
    former provide specialized capabilities that focus on particular
    technology platforms, such as Microsoft.NET and J2EE, as well as
    on supporting technology architectures. This group has expertise
    and capabilities in a wide range of areas, including
    infrastructure planning and transformation; security; operations
    management; network management; and mobility and messaging.
    These professionals also maintain and enhance Accentures
    methods, tools and architectures for building technology-based
    solutions in an efficient, predictable and cost-effective
    manner. The Technology & Research service line also
    includes Accenture Technology Labs, a dedicated technology
    research and development organization that identifies and
    develops new technologies that we believe will be drivers of our
    clients growth and will enable clients to be first to
    market with a unique capability or service offering.
|
| |  | Global Business Solutions.Professionals in our
    Global Business Solutions service line design, build and deploy
    complex industry-specific, reusable and scalable solutions that
    typically integrate business processes, technology and
    human-performance components. The group leads all of our
    packaged development efforts around applications suites such as
    SAP, PeopleSoft, Siebel and Oracle, among others. Our Global
    Business Solutions professionals have expertise and capabilities
    in a wide range of areas, including enterprise resource
    planning, enterprise integration, data warehousing and
    pre-packaged business solution delivery.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | Global Technology Solutions.Our Global Technology
    Solutions service line comprises specialists who build, deploy
    and maintain technology-based solutions, focusing on application
    development, systems administration work and software
    maintenance. Working in concert with the other service lines
    within Accenture, Global Technology Solutions professionals
    apply a systematic approach to solutions delivery that
    capitalizes on proven repeatable processes, methods, tools and
    architectures. They also possess deep expertise on a range of
    hardware and software technologies. The Global Technology
    Solutions service line includes Avanade, Inc., our technology
    business that focuses on large-scale technology integration
    based on Microsofts enterprise platform. Combining
    Microsofts understanding of operating platforms and
    technologies with our experience in delivering solutions to our
    clients, Avanade, Inc. capitalizes on the advanced capabilities
    of the Microsoft Windows and .NET platforms to build customized,
    scalable solutions for complex electronic business and
    enterprise infrastructures.                                                                        
|
| |  | Outsourcing & Infrastructure Delivery.Professionals in our Outsourcing and Infrastructure Delivery
    service line provide full-service outsourcing solutions, from
    technology infrastructure to applications and business process
    outsourcing. Services offered include communications; technical
    support; desktop management and mobility; messaging and
    collaboration; hosting; applications development and management;
    and delivery services for both customized and industrialized
    business process outsourcing solutions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

Alliances

Alliances are central to our strategy, our client service
business, and the way we deliver value to our clients. We have
more than 100 sales and delivery alliances with companies whose
capabilities complement our own, either by enhancing a service
offering, delivering a new technology, or helping

9



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Due to the highly focused nature of these business
relationships, some alliances are specifically aligned with one
of our service lines, adding skills, technology and insights
that are applicable across many of the industries we serve.
Other alliances extend and enhance our offerings specific to a
single industry group. Our alliances help us to sell and deliver
innovative solutions far faster than we could do alone.

Almost all of our alliances are non-exclusive. While individual
alliance agreements do not involve direct payments to us that
are material to our business, overall our alliance relationships
generate revenues for us in the form of consulting services for
implementing our alliance partners products and our
related services.

BPO Businesses

We continue to position ourselves to achieve a greater
percentage of our revenues and growth through outsourcing,
including BPO. We work with clients to develop and deliver
business process innovations that transform their businesses or
deliver higher performance levels at lower costs. To date, we
have created eight BPO businesses, each providing services
directly to clients through separate, dedicated delivery teams
and, in some cases, through separate subsidiaries. Each of these
BPO businesses provides function-specific and/or
industry-specific business services to multiple clients on an
outsourced basis through standard operating models. Some of our
BPO businesses offer services to clients across many industries,
while others offer services only to clients in a specific
industry.

Our function-specific BPO businesses, which serve clients in
numerous industries, currently are Accenture Finance Solutions,
Accenture HR Services, Accenture Learning and Connection to
eBay. Our industry-specific BPO businesses currently are
Accenture Business Services for Utilities, Accenture eDemocracy
Services, Navitaire, Inc. and S.A.V.



| |                      
| | ---------------------
| | Accenture HR Services

Our Accenture HR Services business provides outsourced human
resources services to global enterprises seeking higher levels
of employee performance, productivity and satisfaction at a
lower cost. With a network of resources service centers and
self-service delivery tools such as Web-based technology,
Accenture HR Services offers efficient, secure, integrated human
resources services across the employee lifecycle, from
recruitment to payroll to pensions, providing large
organizations with more efficient and effective human resources
management systems.



| |                   
| | ------------------
| | Accenture Learning

Accenture Learning works with companies and governments to
provide outsourced transformational learning solutions that
cover all areas of a clients learning needs, including
learning delivery, processes and technologies, as well as
multi-language delivery and content. Accenture Learning helps
clients improve the productivity and performance of their
workforces by reducing employees time to competency,
increasing knowledge retention, lowering the costs of
administering complex training content, and managing multiple
learning delivery vehicles and vendors.

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| |                            
| | ---------------------------
| | Accenture Finance Solutions

Accenture Finance Solutions provides outsourced financial
management services to help clients streamline financial
management, improve working capital and cash flow, and deliver
permanent cost savings from operational activities.
Professionals in this BPO business provide finance operations,
applications management, financial accounting and management
reporting services that help clients transform their finance
organizations from internal cost centers to client-focused
service providers. We also leverage our global network of
Accenture delivery centers to bring our high-volume transaction
processing capabilities and extensive experience in financial
shared services to enhance clients service capabilities.



| |                   
| | ------------------
| | Connection to eBay

Connection to eBay is an end-to-end service we created that
enables large resellers to liquidate unsold inventory by
building a significant sales channel on eBay. Connection to eBay
customers are able to tap into eBays vast marketplace and
operate an additional, efficient online channel, quickly and
cost effectively, without having to change their internal
processes and organizations. Developed with assistance from
eBay, the Connection to eBay service offers capabilities ranging
from listing management and customer support to warehousing and
logistics management. By increasing efficiencies in the listing,
sales and order-management processes, Connection to eBay can
help sellers earn greater revenues than through traditional
liquidation channels.



| |                                          
| | -----------------------------------------
| | Accenture Business Services for Utilities

Accenture Business Services for Utilities offers a full suite of
outsourced business services to utilities across North America
to help them respond to the challenges of rising
customer-service costs, inefficient operations and demands for
better service at reduced costs. Among the business services we
provide are customer care, finance and accounting, human
resources, supply chain and information technology, as well as
facilities and field services. We leverage our industry
experience and network to provide clients with high-quality
business services at significantly enhanced service levels while
improving their cost structures.



| |                              
| | -----------------------------
| | Accenture eDemocracy Services

Accenture eDemocracy Services combines Accentures
experience in elections process consulting with our recently
acquired assets of election.com, a global election software and
services company, to provide a comprehensive suite of services
to election agencies and private-sector entities around the
world. For public agencies we provide strategy and planning,
program management, election systems management, voter
registration systems development, and transformational
outsourcing services and solutions to help them manage, build
and deploy election solutions, reduce time to deployment and
mitigate the risks associated with the election process. For
private-sector entities  including corporations,
business and professional associations, unions and
cooperatives  we operate an Internet voting service
that enables these clients to run Internet elections in multiple
geographies and languages.



| |                                 
| | --------------------------------
| | Solutions Assurance Vie (S.A.V.)

Our S.A.V. subsidiary provides outsourced life insurance policy
design and management services to help insurers accelerate the
marketing of life insurance products. S.A.V. provides
high-volume transaction processing capabilities and has
extensive experience in the insurance market in enhancing
clients service capabilities.

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| |                
| | ---------------
| | Navitaire, Inc.

Our Navitaire, Inc. subsidiary offers a full range of business
services to the airline industry, including reservations, direct
ticket distribution, revenue protection, decision support,
passenger revenue accounting and revenue management services.
Through its application service provider (ASP) delivery model,
Navitaire, Inc. offers industry-leading applications with
reduced implementation time and risk, ensured operational
reliability, and cost-effective fee structures. Navitaire,
Inc.s customer base includes more than 40 airlines
worldwide, including some of the worlds largest airlines
as well as a growing number of low-fare and midsize airlines.

Strategic Delivery Approach

Our global strategic delivery approach emphasizes quality,
reduced risk, speed to market and predictability. Our ultimate
goal is to deliver price-competitive solutions and services that
improve performance. One of our key strengths is our ability to
create and capture replicable components of processes,
methodologies, tools and technology assets that we can use to
create tailored solutions for our clients in a cost-effective
manner and under demanding time constraints. Our global network
of more than 40 delivery centers  facilities where
teams of Accenture professionals use these proven assets to
create business and technology solutions for clients 
enhance our ability to capitalize on a vast array of
methodologies, tools and technology to deliver value to our
clients. Client teams use these centers to deliver
comprehensive, large-scale and customized solutions in less time
than would be required to build them from the ground up. Our
delivery centers improve the efficiency of our engagement teams
through the reuse of solution designs, infrastructure and
software, and by leveraging the experience of delivery center
professionals. Reuse also increases solution longevity and
reduces delivery risks and application maintenance.

Research and Innovation

We are committed to developing leading-edge ideas. We believe
that research and innovation have been major factors in our
success and will help us continue to grow in the future. We use
our investment in research to help create, commercialize and
disseminate innovative business strategies and technology. Our
research and innovation program is designed to generate early
insights into how knowledge can be harnessed to create
innovative business solutions for our clients and to develop
business strategies with significant value. We spent
$250 million, $235 million and $271 million on
research and development in fiscal 2003, fiscal 2002 and fiscal
2001, respectively, primarily through our operating groups and
our capability groups to develop market-ready solutions for our
clients. We also promote the creation of knowledge capital and
thought leadership through the Accenture Technology Labs and the
Accenture Institute for High Performance Business (formerly
known as the Accenture Institute for Strategic Change).

Accenture Organizational Structure

Accenture Ltd is a Bermuda holding company with no material
assets other than Class I and Class II common shares
in our subsidiary, Accenture SCA, a Luxemburg partnership
limited by shares (Accenture SCA). Accenture
Ltds only business is to hold these shares and to act as
the sole general partner of Accenture SCA. Accenture Ltd owns a
majority voting interest in Accenture SCA. As the general
partner of Accenture SCA and as a result of Accenture Ltds
majority voting interest in Accenture SCA, Accenture Ltd
controls Accenture SCAs management and operations and
consolidates Accenture SCAs results in its financial
statements. Accenture operates its business through subsidiaries
of Accenture SCA. Accenture SCA reimburses Accenture Ltd for its
expenses but does not pay Accenture Ltd any fees.

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Prior to our transition to a corporate structure in fiscal 2001,
we operated as a series of related partnerships and corporations
under the control of our partners. In connection with our
transition to a corporate structure, our partners generally
exchanged all of their interests in these partnerships and
corporations for Accenture Ltd Class A common shares or, in
the case of partners in certain countries, Accenture SCA
Class I common shares or exchangeable shares issued by
Accenture Canada Holdings Inc., an indirect subsidiary of
Accenture SCA (Accenture Canada Holdings).
Generally, partners who received Accenture SCA Class I
common shares or Accenture Canada Holdings exchangeable shares
also received a corresponding number of Accenture Ltd
Class X common shares, which entitle their holders to vote
at Accenture Ltd shareholders meetings but do not carry
any economic rights.

Each Class A common share and each Class X common
share of Accenture Ltd entitles its holder to one vote on all
matters submitted to a vote of shareholders of Accenture Ltd.
The holder of a Class X common share is not, however,
entitled to receive dividends or to receive payments upon a
liquidation of Accenture Ltd.

Each Class I common share and each Class II common
share of Accenture SCA entitles its holder to one vote on all
matters submitted to a vote of shareholders of Accenture SCA.
Each Accenture SCA Class II common share entitles Accenture
Ltd to receive a dividend or liquidation payment equal to 10% of
any dividend or liquidation payment to which an Accenture SCA
Class I common share entitles its holder. Accenture Ltd
holds all of the Class II common shares of Accenture SCA.

Subject to contractual transfer restrictions, Accenture SCA is
obligated, at the option of the holder, to redeem any
outstanding Accenture SCA Class I common share at any time
at a redemption price per share generally equal to the market
price of an Accenture Ltd Class A common share at the time
of the redemption. Accenture SCA may, at its option, pay this
redemption price with cash or by delivering Accenture Ltd
Class A common shares on a one-for-one basis. In addition,
each of our partners in the United States, Australia and Norway
has agreed that we may cause that partner to exchange that
partners Accenture SCA Class I common shares for
Accenture Ltd Class A common shares on a one-for-one basis
if Accenture Ltd holds more than 40% of the issued share capital
of Accenture SCA and we receive a satisfactory opinion from
counsel or a professional tax advisor that such exchange should
be without tax cost to that partner. This one-for-one redemption
price and exchange ratio will be adjusted if Accenture Ltd holds
more than a de minimis amount of assets (other than its interest
in Accenture SCA and assets it holds only transiently prior to
contributing them to Accenture SCA) or incurs more than a de
minimis amount of liabilities (other than liabilities for which
Accenture SCA has a corresponding liability to Accenture Ltd).
We have been advised by our legal advisors in Luxembourg that
there is no relevant legal precedent in Luxembourg quantifying
or defining the term de minimis. In the event that a
question arises in this regard, we expect that management will
interpret de minimis in light of the facts and
circumstances existing at the time in question. At this time,
Accenture Ltd does not intend to hold any material assets other
than its interest in Accenture SCA or to incur any material
liabilities such that this one-for-one redemption price and
exchange ratio would require adjustment and will disclose any
change in its intentions that could affect this ratio. In order
to maintain Accenture Ltds economic interest in Accenture
SCA, Accenture Ltd will acquire additional Accenture SCA common
shares each time it issues additional Accenture Ltd Class A
common shares.

Holders of Accenture Canada Holdings exchangeable shares may
exchange their shares for Accenture Ltd Class A common
shares at any time on a one-for-one basis. Accenture may, at its
option, satisfy this exchange with cash at a price per share
generally equal to the market price of an

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Accenture Ltd may, at its option, redeem any Class X common
share for a redemption price equal to the par value of the
Class X common share, or $0.0000225 per share. Accenture
Ltd may not, however, redeem any Class X common share of a
person who is a party to the Accenture Ltd voting agreement if
such redemption would reduce the number of Class X common
shares held by that person to a number that is less than the
number of Accenture SCA Class I common shares or Accenture
Canada Holdings exchangeable shares held by that person, as the
case may be. Accenture Ltd will redeem Accenture Ltd
Class X common shares upon redemption or exchange of
Accenture SCA Class I common shares and Accenture Canada
Holdings exchangeable shares so that the aggregate number of
Class X common shares outstanding at any time does not
exceed the aggregate number of Accenture SCA Class I common
shares and Accenture Canada Holdings exchangeable shares
outstanding. See Certain Transactions 
Accenture Ltd Voting Agreement for a description of the
material terms of that agreement.

Prior Relationship with Andersen Worldwide and Arthur
Andersen Firms

As a result of a restructuring in 1989, the predecessors to many
of what are now our subsidiaries became legally separate and
distinct from all Arthur Andersen firms. In August 2000,
following an arbitration proceeding we initiated in 1997, the
arbitration tribunal terminated all remaining contractual
relationships with Andersen Worldwide and all Arthur Andersen
firms. On January 1, 2001, we began to conduct business
under the name Accenture. See Certain Transactions and
Relationships  Prior Relationship with Andersen
Worldwide and Arthur Andersen Firms.

Employees

Our most important asset is our people. We are deeply committed
to the development of our employees. Each professional receives
extensive and focused technical and managerial skills
development training appropriate to his or her career with us.
We seek to reinforce our employees commitments to our
clients, culture and values through a comprehensive performance
review system and a competitive compensation philosophy that
rewards individual performance and teamwork. We strive to
maintain a work environment that reinforces our historic
partnership culture and the collaboration, motivation, alignment
of interests and sense of ownership and reward that this
partnership culture has fostered.

As of August 31, 2003, we had more than 83,000 employees
worldwide. Currently approximately 2,300 of our employees are
partners.

Competition

We operate in a highly competitive and rapidly changing global
marketplace and compete with a variety of organizations that
offer services competitive with those we offer. Our clients
typically retain us on a non-exclusive basis. In addition, a
client may choose to use its own resources rather than engage an
outside firm for the types of services we provide. Our
competitors include global information technology service firms
offering a full range of consulting and outsourcing services, as
well as consulting services firms, information technology
services providers and application service providers.
Additionally, customers in the markets we serve continue to be
receptive to engaging smaller service providers with numerous
geographic, service or industry-specific niches.

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Our revenues are derived primarily from FortuneGlobal
500 and Fortune1000 companies, medium-sized companies,
governmental organizations and other large enterprises. We
believe that the principal competitive factors in the industries
in which we compete include:



| |   |                                              
| | - | ---------------------------------------------
| |  | skills and capabilities of people;           
|
| |  | innovative service and product offerings;    
|
| |  | perceived ability to add value;              
|
| |  | reputation and client references;            
|
| |  | price;                                       
|
| |  | scope of services;                           
|
| |  | service delivery approach;                   
|
| |  | technical and industry expertise;            
|
| |  | quality of services and solutions;           
|
| |  | focus on achieving results on a timely basis;
|
| |  | availability of appropriate resources; and   
|
| |  | global reach and scale.                      

Intellectual Property

Our success has resulted in part from our proprietary
methodologies, software, reusable knowledge capital, assets and
other intellectual property rights. We rely upon a combination
of nondisclosure and other contractual arrangements as well as
upon trade secret, copyright, patent and trademark laws to
protect our intellectual property rights and the rights of third
parties from whom we license intellectual property. We have
promulgated policies related to confidentiality and ownership
and to the use and protection of Accentures and third
parties intellectual property, and we also enter into
agreements with our employees as appropriate.

We recognize the value of intellectual property in the
marketplace and vigorously create, harvest and protect our
intellectual property. As of the end of fiscal 2003, we had 969
patent applications currently pending in the United States and
other jurisdictions and have been issued 111 U.S. patents and 40
non-U.S. patents in, among others, the following areas:
goal-based educational simulation; virtual call centers; hybrid
telecommunications networks; development architecture
frameworks; emotion-based voice processing; mobile
communications networks; location-based information filtering;
and computerized multimedia asset systems. We will continue to
vigorously identify, create, harvest and protect our
intellectual property.

Risk Factors

Risks That Relate to Our Business



| |                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Our results of operations are materially affected by
    economic conditions, levels of business activity and levels of
    change in the industries we serve.

Uncertain global economic and political conditions continue to
affect many of our clients businesses and many clients
continue to reduce or defer expenditures for consulting
services. In addition, our business tends to lag behind economic
cycles and, consequently, the benefits of any economic recovery
to our business may take longer to realize. We continue to
experience pricing

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| |                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Our business will be negatively affected if we are not
    able to anticipate and keep pace with rapid changes in
    technology or if growth in the use of technology in business is
    not as rapid as in the past.

Our success depends, in part, on our ability to develop and
implement management consulting, technology and outsourcing
services and solutions that anticipate and keep pace with rapid
and continuing changes in technology, industry standards and
client preferences. We may not be successful in anticipating or
responding to these developments on a timely basis, and our
offerings may not be successful in the marketplace. Also,
services, solutions and technologies developed by our
competitors may make our service or solution offerings
uncompetitive or obsolete. Any one of these circumstances could
have a material adverse effect on our ability to obtain and
successfully complete client engagements.

Our business is also dependent, in part, upon continued growth
in the use of technology in business by our clients and
prospective clients and their customers and suppliers. The
growth in the use of technology slows down in challenging
economic environments. There is currently no significant new
technology wave to stimulate spending. Use of new technology for
commerce generally requires the understanding and acceptance of
a new way of conducting business and exchanging information.
Companies that have already invested substantial resources in
traditional means of conducting commerce and exchanging
information may be particularly reluctant or slow to adopt a new
approach that may make some of their existing personnel,
processes and infrastructure obsolete.



| |                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------
| | We may face damage to our professional reputation or legal
    liability if our clients are not satisfied with our
    services.

As a professional services firm, we depend to a large extent on
our relationships with our clients and our reputation for
high-caliber professional services and integrity to attract and
retain clients. As a result, if a client is not satisfied with
our services or solutions, including those of subcontractors we
employ, it may be more damaging in our business than in other
businesses. Moreover, if we fail to meet our contractual
obligations or fail to disclose our financial or other
arrangements with our alliance partners, we could be subject to
legal liability or loss of client relationships. Our exposure to
legal liability may be increased in the case of outsourcing
contracts in which we become more involved in our clients
operations. Our contracts typically include provisions to limit
our exposure to legal claims relating to our services and the
solutions we develop, but these provisions may not protect us or
may not be enforceable in all cases.



| |                                                                                            
| | -------------------------------------------------------------------------------------------
| | Our services or solutions may infringe upon the
    intellectual property rights of others.

We cannot be sure that our services and solutions, or the
solutions of others that we offer to our clients, do not
infringe on the intellectual property rights of third parties,
and we may have infringement claims asserted against us or
against our clients. These claims may harm our reputation, cost
us money and prevent us from offering some services or
solutions. Historically in our contracts, we have generally
agreed to indemnify our clients for any expenses or liabilities
resulting from claimed infringements of the intellectual
property rights of third parties. In some instances, the amount
of these indemnities may be greater than the revenues we receive
from the client. Any claims or litigation in this area, whether
we ultimately win or lose, could be time-consuming and costly,
injure our reputation or require us to enter into royalty or
licensing arrangements. We may not be able to enter into these
royalty or licensing arrangements on acceptable terms.

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| |                                                    
| | ---------------------------------------------------
| | Our engagements with clients may not be profitable.

Unexpected costs or delays could make our contracts
unprofitable.We have many types of contracts, including
time-and-materials contracts, fixed-price contracts and
contracts with features of both of these contract types. While
the risks associated with all of these types of contracts are
often similar, an increasing number of outsourcing contracts
entailing the coordination of operations, diverse geographic and
competency workforces and geographically distributed service
centers further complicate the delivery of our services and
increase the magnitude of these risks. When making proposals for
engagements, we estimate the costs and timing for completing the
projects. These estimates reflect our best judgment regarding
the efficiencies of our methodologies and professionals as we
plan to deploy them on projects. Any increased or unexpected
costs or unanticipated delays in connection with the performance
of these engagements, including delays caused by factors outside
our control, could make these contracts less profitable or
unprofitable, which would have an adverse effect on our profit
margin.

Under many of our contracts, the payment of some or all of
our fees is conditioned upon our performance.We are
increasingly moving away from contracts that are priced solely
on a time-and-materials basis and toward contracts that also
include incentives related to factors such as costs incurred,
benefits produced, goals attained and adherence to schedule. For
example, we are entering into an increasing number of
outsourcing contracts, including business transformation
outsourcing contracts, under which payment of all or a portion
of our fees is contingent upon our clients meeting
revenue-enhancement, cost-saving or other contractually defined
goals which are increasing in complexity and often dependent in
some measure on our clients actual levels of business
activity. We estimate that a majority of our contracts have some
fixed-price, incentive-based or other pricing terms that
condition some or all of our fees on our ability to deliver
these defined goals. The trend to include greater incentives in
our contracts related to additional revenues generated, costs
incurred, benefits produced or our adherence to schedule may
increase the variability in revenues and margins earned on such
contracts.

Our contracts can be terminated by our clients with short
notice.Our clients typically retain us on a non-exclusive,
engagement-by-engagement basis, rather than under exclusive
long-term contracts. A majority of our consulting engagements
are less than 12 months in duration. While our accounting
systems identify the duration of our engagements, these systems
do not track whether contracts can be terminated upon short
notice and without penalty. However, we estimate that the
majority of our contracts can be terminated by our clients with
short notice and without significant penalty. The advance notice
of termination required for contracts of shorter duration and
lower revenues is typically 30 days. Longer-term, larger
and more complex contracts generally require a longer notice
period for termination and may include an early termination
charge to be paid to us. Additionally, large client projects
involve multiple engagements or stages, and there is a risk that
a client may choose not to retain us for additional stages of a
project or that a client will cancel or delay additional planned
engagements. These terminations, cancellations or delays could
result from factors unrelated to our work product or the
progress of the project, but could be related to business or
financial conditions of the client or the economy generally.
When contracts are terminated, we lose the associated revenues
and we may not be able to eliminate associated costs in a timely
manner.

We may fail to collect amounts extended to clients. In
limited circumstances we extend financing to our clients, which
we may fail to collect. A client must meet established criteria
to receive financing, and any significant extension of credit
requires approval by senior levels of our management. We had
extended $336 million of such financing as of
August 31, 2003.

17



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##### 





| |                                                                                                   
| | --------------------------------------------------------------------------------------------------
| | If our alliances do not succeed, we may not be successful
    in implementing our growth strategy.

Our alliances are an important component of our growth strategy.
If these relationships do not succeed, we may fail to obtain the
benefits we hope to derive from these endeavors. Similarly, we
may be adversely affected by the failure of one or more of our
alliances, which could lead to reduced marketing exposure,
diminished sales and a decreased ability to develop and gain
access to solutions. As most of our alliance relationships are
non-exclusive, our alliance partners are not prohibited from
forming closer or preferred arrangements with our competitors.
Poor performance or failures of our alliances could have a
material adverse impact on our growth strategy, which, in turn,
could adversely affect our financial condition and results of
operations.



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

We have offices in 48 countries around the world. In fiscal
2003, approximately 48% of our revenues before reimbursements
were attributable to our activities in the Americas, 45% were
attributable to our activities in Europe, the Middle East and
Africa, and 7% were attributable to our activities in the Asia/
Pacific region. As a result, we are subject to a number of
risks, including:



| |   |                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------
| |  | the absence in some jurisdictions of effective laws to protect
    our intellectual property rights;
|
| |  | multiple and possibly overlapping and conflicting laws;                                             
|
| |  | restrictions on the movement of cash;                                                               
|
| |  | the burdens of complying with a wide variety of national and
    local laws;                        
|
| |  | political instability;                                                                              
|
| |  | currency exchange rate fluctuations;                                                                
|
| |  | longer payment cycles;                                                                              
|
| |  | restrictions on the import and export of certain technologies;                                      
|
| |  | price controls or restrictions on exchange of foreign
    currencies; and                           
|
| |  | trade barriers.                                                                                     



| |                                                                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The consulting, technology and outsourcing markets are
    highly competitive and the pace of consolidation, as well as
    vertical integration, among our competitors continues to
    increase. As a result, we may not be able to compete effectively
    if we cannot efficiently respond in a timely manner.

The pace of consolidation among our competitors continues, with
vertical integration of hardware and software vendors and
service providers continuing. Some of our competitors have
sought access to public and private capital and others have
merged or consolidated with better-capitalized partners. Larger
and better-capitalized competitors have enhanced abilities to
compete for both clients and skilled professionals. In addition,
one or more of our competitors may develop and implement
methodologies that result in superior productivity and price
reductions without adversely affecting their profit margins.
Historically, we have not relied to any material degree on
mergers or acquisitions to increase our market share, revenues,
number of market offerings or scope of services. We intend to
consider acquisitions that are financially and operationally
compatible with our business. Our limited experience with
mergers and acquisitions could affect our ability to efficiently
consummate and/or

18



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##### 







| |                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | If we are unable to attract, retain and motivate
    employees, we will not be able to compete effectively and will
    not be able to grow our business.

Our success and ability to grow are dependent, in part, on our
ability to hire, retain and motivate sufficient numbers of
talented people with the increasingly diverse skills needed to
grow our business. The inability to attract qualified employees
in sufficient numbers to meet particular demands or the loss of
a significant number of our employees could have a serious
negative effect on us, including our ability to obtain and
successfully complete important client engagements and thus
maintain or increase our revenues.

We continue to extend a variable component of compensation, the
payment of which is dependent upon our performance, to larger
proportions of our global workforce. Due in part to the
continuing difficult global economic environment, this has
resulted, and could continue to result, in decreases in the
total cash compensation received by many of our employees. We
are also expanding the use of equity-based incentives as a
component of our senior executives variable compensation,
which may also affect the amount of cash compensation these
senior executives receive. While we adjust compensation levels
in individual geographic markets to reflect market forces,
including the demand for technical talent, we may have to adjust
our compensation levels or adopt different methods of
compensation in certain markets in order to attract and retain
appropriate numbers of employees with the diverse skills we need
to grow our business and to motivate these employees
performance. Doing so could adversely affect our operating
margins.

Additionally, our partners at the time of our transition to a
corporate structure received our equity in lieu of the interests
in the partnerships and corporations that they previously held.
Their ownership of this equity is not dependent upon their
continued employment. There is no guarantee that the
non-competition agreements we have entered into with our
partners are sufficiently broad to prevent them from leaving us
for our competitors or other opportunities or that these
agreements will be enforceable in all cases.



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

Our success depends, in part, upon our ability to protect our
proprietary methodologies and other intellectual property.
Existing laws of some countries in which we provide services or
solutions may offer only limited protection of our intellectual
property rights. We rely upon a combination of trade secrets,
confidentiality policies, nondisclosure and other contractual
arrangements, and patent, copyright and trademark laws to
protect our intellectual property rights. The steps we take in
this regard may not be adequate to prevent or deter infringement
or other misappropriation of our intellectual property, and we
may not be able to detect unauthorized use of, or take
appropriate and timely steps to enforce, our intellectual
property rights.

Depending on the circumstances, we may be required to grant a
specific client greater rights in intellectual property
developed in connection with an engagement than we otherwise
generally do, in which case we would seek to cross license the
use of the intellectual property. However, in very limited
situations, we forego rights to the use of intellectual property
we help create, which limits our ability to reuse that
intellectual property for other clients. Any limitation on our
ability to provide a service or solution could cause us to lose
revenue-generating opportunities and require us to incur
additional expenses to develop new or modified solutions for
future projects.

19



---



##### 





| |                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Our profitability will suffer if we are not able to
    maintain our pricing and utilization rates and control our
    costs. A continuation of current pricing pressures could result
    in permanent changes in pricing policies and delivery
    capabilities.

Our profit margin, and therefore our profitability, is largely a
function of the rates we are able to recover for our services
and the utilization rate, or chargeability, of our
professionals. Accordingly, if we are not able to maintain the
pricing for our services or an appropriate utilization rate for
our professionals without corresponding cost reductions, our
profit margin and our profitability will suffer. The rates we
are able to recover for our services are affected by a number of
factors, including:



| |   |                                                                                                                                                      
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------
| |  | our clients perceptions of our ability to add value
    through our services;                                                                       
|
| |  | competition;                                                                                                                                         
|
| |  | introduction of new services or products by us or our
    competitors;                                                                               
|
| |  | pricing policies of our competitors;                                                                                                                 
|
| |  | our ability to accurately estimate, attain and sustain
    engagement revenues, margins and cash flows over increasingly
    longer contract periods;
|
| |  | the use of globally sourced, lower-cost service delivery
    capabilities by our competitors and our clients; and                                    
|
| |  | general economic and political conditions.                                                                                                           

Our utilization rates are also affected by a number of factors,
including:



| |   |                                                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------
| |  | seasonal trends, primarily as a result of our hiring cycle;                                                                     
|
| |  | our ability to transition employees from completed projects to
    new engagements;                                             
|
| |  | our ability to forecast demand for our services and thereby
    maintain an appropriate headcount in each of our workforces; and
|
| |  | our ability to manage attrition.                                                                                                

Our profitability is also a function of our ability to control
our costs and improve our efficiency. As the continuation of
current pricing pressures could result in permanent changes in
pricing policies and delivery capabilities, we must continuously
improve our management of costs. Our short-term cost-reduction
initiatives, which focus primarily on reducing variable costs,
may not be sufficient to deal with all pressures on our pricing
and utilization rates. Our long-term cost-reduction initiatives,
which focus on global reductions in infrastructure and other
costs, rely upon our successful introduction and coordination of
multiple geographic and competency workforces and a growing
number of geographically distributed delivery centers. As we
increase the number of our professionals and execute our
strategies for growth, we may not be able to manage
significantly larger and more diverse workforces, control our
costs or improve our efficiency.

Despite increased cost savings, including reduced variable
compensation and severance costs, we may continue to experience
erosion of operating income as a percentage of revenues before
reimbursements if present trends continue.

20



---



##### 





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

Our quarterly revenues, operating results and profitability have
varied in the past and are likely to vary significantly from
quarter to quarter, making them difficult to predict. This may
lead to volatility in our share price. The factors that are
likely to cause these variations are:



| |   |                                                                                                                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | seasonality, including number of workdays and holiday and summer
    vacations;                                                                                                                                          
|
| |  | the business decisions of our clients regarding the use of our
    services;                                                                                                                                             
|
| |  | periodic differences between our clients estimated and
    actual levels of business activity associated with ongoing
    engagements;                                                                                  
|
| |  | the stage of completion of existing projects and/or their
    termination;                                                                                                                                               
|
| |  | our ability to transition employees quickly from completed
    projects to new engagements;                                                                                                                              
|
| |  | the introduction of new products or services by us or our
    competitors;                                                                                                                                               
|
| |  | changes in our pricing policies or those of our competitors;                                                                                                                                                             
|
| |  | our ability to manage costs, including personnel costs,
    support-services costs and severance costs;                                                                                                                  
|
| |  | acquisition and integration costs related to possible
    acquisitions of other businesses;                                                                                                                              
|
| |  | changes in, or the application of changes in, accounting
    principles or pronouncements under accounting principles
    generally accepted in the United States, particularly those
    related to revenue recognition;
|
| |  | currency exchange rate fluctuations;                                                                                                                                                                                     
|
| |  | changes in estimates, accruals and payments of variable
    compensation to our employees; and                                                                                                                           
|
| |  | global economic and political conditions and related risks,
    including acts of terrorism.                                                                                                                             



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We continue to position ourselves to achieve greater
    percentages of revenues and growth through outsourcing. This
    strategy could result in higher concentrations of revenues and
    contributions to income from a smaller number of larger clients
    on customized outsourcing solutions or, in the case of our BPO
    businesses, from larger portfolios of clients for whom we
    provide similar services and solutions utilizing standard
    operating models. As we continue to accelerate the growth of new
    outsourcing contracts, we may experience increased pressure on
    our overall margins during the early stages of these
    contracts.

We continue to position ourselves to achieve a greater
percentage of our revenues and growth through business
transformation outsourcing, our approach that combines
outsourcing, including business process outsourcing, with our
other capabilities to help clients transform key processes,
applications and infrastructure to improve business performance.
This strategy could result in higher concentrations of revenues
and contributions to income from a smaller number of larger
clients on customized outsourcing solutions or, in the case of
our BPO businesses, from larger portfolios of clients for whom
we provide similar services and solutions utilizing standard
operating models.

Outsourcing contracts typically have longer contract terms than
consulting contracts and may have lower margins and not generate
revenues as quickly in the early stages of the contract. The
typical length of our outsourcing contracts is three to
10 years. Generally we begin to recognize

21



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##### 







| |                                                                                                                                                                                                                                                                                                                      
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On certain complex engagements where we partner with
    others, clients are increasingly demanding that we guarantee the
    performance of our business partners whom we do not control. New
    accounting pronouncements may also affect when and how we report
    revenues associated with certain engagements.

Some engagements are complex and may require unique structures
and alliances to meet client demands. We will continue to manage
liabilities or risks on such engagements through rigorous
transaction review, but we expect that clients may increasingly
demand that we assume certain additional contractual obligations
and potential, but reimbursable, liabilities for the performance
of our business partners whom we do not control. These
liabilities may be subject to the disclosure, recognition and
measurement provisions of recently issued Financial Accounting
Standards Board Interpretation No. 45.

In November 2002, the Emerging Issues Task Force
(EITF) issued a final consensus on Issue 00-21,
Accounting for Revenue Arrangements with Multiple
Deliverables. In May 2003, the EITF issued additional
interpretive guidance regarding the application of
Issue 00-21. Issue 00-21 provides guidance on how and
when to recognize revenues on arrangements requiring delivery of
more than one product or service. Issue 00-21 is effective
prospectively for arrangements entered into in fiscal periods
beginning after June 15, 2003. Companies may also elect to
apply the provisions of Issue 00-21 to existing
arrangements and record the income statement impact as a
cumulative effect of a change in accounting principle.

Effective September 1, 2003, we adopted Issue 00-21 on
a prospective basis and began accounting for all new contracts
in accordance with Issue 00-21, potentially changing the
timing of revenues recognition and affecting margins in some
situations, depending on our ability to structure contracts to
accommodate the requirements of Issue 00-21. We will
continue to account for contracts signed on or before
August 31, 2003, under the previous accounting principles
generally accepted in the United States.



| |                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We may be named in lawsuits as a result of Arthur
    Andersens current legal and financial situation based on
    misconceptions about the nature of our past relationship with
    Arthur Andersen firms.

We may be named as a defendant in lawsuits arising from audits
or other services provided by Arthur Andersen firms as a result
of concerns of plaintiffs as to the current legal and financial
situation of Arthur Andersen LLP and the breakup of the global
network of Arthur Andersen firms. Such actions would be based on
misconceptions about the nature of our past relationship with
Arthur Andersen LLP and the other Arthur Andersen firms. We may
be more likely to be named in these lawsuits if Arthur Andersen
firms are, or are perceived to be, unable to satisfy judgments
against them for any reason. If commenced, litigation of this
nature could divert management time and attention and we could
incur defense costs that we might not be able to recover from
Arthur Andersen LLP and other Arthur Andersen firms under
existing indemnification agreements, given the financial
condition of Arthur Andersen LLP and the breakup of the global
network of Arthur Andersen firms.

22



---



##### 





| |                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Negative publicity about Bermuda companies may lead to new
    tax or other legislation that could increase our tax burden and
    may affect our relationships with our clients.

Members of the U.S. Congress have introduced legislation
relating to the tax treatment of U.S. companies that have
undertaken certain types of expatriation transactions. It is
possible that legislation enacted in this area could reduce the
tax benefits of our structure and materially increase our future
tax burden, or otherwise adversely affect our business. Other
legislative proposals, if enacted, could limit or even prohibit
our eligibility to be awarded U.S. government contracts in the
future. In addition, similar state legislative proposals, if
enacted, could adversely affect our eligibility to be awarded
U.S. state government contracts in the future. We are unable to
predict with any level of certainty the likelihood or final form
in which any proposed legislation might become law or the nature
of regulations that may be promulgated under any such future
legislative enactments. As a result of these uncertainties, we
are unable to assess the impact on us of any proposed
legislation in this area. In addition, there have recently been
negative comments regarding Bermuda companies in the media. This
negative publicity could harm our reputation and impair our
ability to generate new business if companies or government
agencies decline to do business with us as a result of the
negative public image of Bermuda companies or the possibility of
our clients receiving negative media attention from doing
business with a Bermuda company.

Risks That Relate to Ownership of Our Class A Common
Shares



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

As of October 31, 2003, our partners owned or controlled
shares representing, in the aggregate, a 45% voting interest in
Accenture Ltd. These shares are subject to a voting agreement,
which requires our partners to vote as a group with respect to
all matters submitted to shareholders. Our partners voting
interest in Accenture Ltd may increase to the extent additional
employees we name as partners are required to become parties to
the voting agreement and/or our partners receive additional
equity.

As long as our partners continue to own or control a significant
block of voting rights, they will control us. This enables them,
without the consent of the other shareholders, to:



| |   |                                                                                                                                                                                                                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | elect Accenture Ltds board of directors and remove
    directors;                                                                                                                                                                      
|
| |  | control our management and policies;                                                                                                                                                                                                    
|
| |  | determine the outcome of most corporate transactions or other
    matters submitted to the Accenture Ltd shareholders for
    approval, including mergers, amalgamations and the sale of all
    or substantially all of our assets; and
|
| |  | act in their own interests as partners, which may conflict with
    or not be the same as the interests of shareholders who are not
    partners.                                                                                       

Furthermore, as a result of a partner matters agreement, our
partners will continue to have influence with respect to a
variety of matters over which neither shareholders nor employees
of a public company typically have input. Under the partner
matters agreement our partners:



| |   |                                                                                                                                                                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | have, since our initial public offering, selected five partner
    nominees for membership on the board of directors of Accenture
    Ltd as well as their replacements, should any of these
    partner-nominated directors fail to complete their specified
    terms of office;
|
| |  | will 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                                                                                

23



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##### 



| |   |                                                                                                                                                                                       
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | the event a new chief executive officer needs to be appointed
    within the first four years after our initial public offering;                                                      
|
| |  | vote on new partner admissions;                                                                                                                                                       
|
| |  | approve the partners income plan as described below; and                                                                                                                             
|
| |  | hold non-binding votes with respect to any decision to eliminate
    or materially change the current practice of allocating partner
    compensation on a relative, or unit, basis.

Under the terms of the partner matters agreement, a
partners income committee, consisting of the chief
executive officer and partners he or she appoints, reviews
evaluations and recommendations concerning the performance of
partners and determines relative levels of income participation,
or unit allocation. Based on its review, the committee prepares
a partners income plan, which then must be submitted to
the partners in a partner matters vote. If the plan is approved
by a 66 2/3% partner matters vote, it is: (1) binding
with respect to the income participation or unit allocation of
all partners other than the principal executive officers of
Accenture Ltd (including the chief executive officer), subject
to the impact on overall unit allocation of determinations by
the board of directors or the compensation committee of the
board of directors of Accenture Ltd of the unit allocation for
the executive officers, unless otherwise determined by the board
of directors; and (2) submitted to the compensation committee of
the board of directors of Accenture Ltd as a recommendation with
respect to the income participation or unit allocation of the
chief executive officer and the other principal executive
officers of Accenture Ltd.



| |                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | The share price of the Accenture Ltd Class A common
    shares may decline due to the large number of Class A
    common shares eligible for future sale.

Sales of substantial amounts of Accenture Ltd Class A
common shares, or the perception of these sales, may adversely
affect the price of the Class A common shares and impede
our ability to raise capital through the issuance of equity
securities in the future. A substantial number of Class A
common shares are eligible for future sale as described below:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | As of October 31, 2003, substantially all of the Accenture
    Ltd Class A common shares, Accenture SCA Class I
    common shares and Accenture Canada Holdings exchangeable shares
    still held by our partners, former partners and certain of their
    permitted transferees and previously received in connection with
    our transition to a corporate structure were directly or
    indirectly subject to the provisions of a voting agreement
    and/or a transfer rights agreement that permit sales by our
    partners or former partners in increasing amounts over seven
    years beginning July 24, 2002 and/or other contractually
    agreed transfer restrictions of comparable directions. Equity
    awards received by partners under Accentures share
    incentive plan after our transition to a corporate structure,
    while not subject to the transfer restrictions of the voting
    agreement and the transfer rights agreement, are subject to
    vesting and/or delivery on various deferred schedules. Current
    and former partners, and their permitted transferees, holding as
    of October 31, 2003 an aggregate of more than 577,500,000
    Accenture Ltd Class A common shares, Accenture SCA Class I
    common shares and Accenture Canada Holdings exchangeable shares,
    including substantially all of such shares remaining directly or
    indirectly subject to the transfer restrictions applicable to
    partners and former partners under the voting agreement and/or
    the transfer rights agreement, have separately agreed not to
    transfer any equity interests in Accenture acquired from
    Accenture until July 24, 2005, except for sales in
    transactions approved by Accenture. We expect that all of our
    employees who become partners in the future will agree to these
    separate July 24, 2005 transfer restrictions. While the
    transfer restrictions in the voting agreement and the transfer
    rights agreement will continue to apply,

24



---



##### 



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | such transfer restrictions will be waived to permit
    Accenture-approved transactions. From time to time, pursuant to
    the terms of the voting agreement and/or transfer rights
    agreement, we may also approve limited relief from the existing
    share transfer restrictions for specified partners or groups of
    partners in connection with particular retirement, employment
    and severance arrangements that we determine to be important to
    the execution of our business strategy. After July 24,
    2005, however, only the provisions of the voting agreement
    and/or the transfer rights agreement, as well as the deferred
    vesting and/or delivery schedules that govern equity awards
    under Accentures share incentive plan and other agreements
    with permitted transferees, will apply. Commencing in the first
    quarter of fiscal 2003, we began affording partners and former
    partners and their permitted transferees who have agreed not to
    transfer their equity interests in Accenture until July 24,
    2005 except in specified Accenture-approved transactions with
    regular opportunities to sell or redeem their shares. These
    transactions have included sales of Accenture Ltd Class A common
    shares in accordance with the manner of sale provisions of
    Rule 144 under the Securities Act by the holders of these
    shares, as well as redemptions and purchases by Accenture of
    Accenture SCA Class I common shares and Accenture Canada
    Holdings exchangeable shares from the holders of those shares.
    These redemptions and purchases, to date, have been at ratable
    volume levels and equivalent price levels with the sales of the
    Class A common shares. We expect to continue to enable
    these partner share transactions. We also expect that such
    partners and former partners and their permitted transferees
    will be permitted to transfer shares in connection with future
    underwritten public offerings or private placements. The
    contractual restrictions on transfer described in this paragraph
    may not be enforceable in all cases.
|
| |  | In addition, as of October 24, 2003, 46,968,386
    Class A common shares underlying restricted share units
    generally were scheduled to be delivered during the calendar
    year indicated below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

|                 |            |  |               |  |            | 
|---------------- | ---------- |  | ------------- |  | ---------- | 
|Number of Shares |            |  | Calendar Year | 
|                 |            |  |               | 
|                 | 11,375     |  |               |  | 2003       | 
|                 | 19,731,488 |  |               |  | 2004       | 
|                 | 2,862,262  |  |               |  | 2005       | 
|                 | 2,898,899  |  |               |  | 2006       | 
|                 | 2,792,584  |  |               |  | 2007       | 
|                 | 2,881,791  |  |               |  | 2008       | 
|                 | 7,673,442  |  |               |  | 2009       | 
|                 | 8,116,545  |  |               |  | After 2009 | 



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The delivery of some of these shares may be deferred based on
    elections made by the holders. Deliveries of shares in calendar
    year 2004 include shares to be delivered in connection with all
    remaining restricted share units granted to our
    non-partner-level employees in connection with our initial
    public offering.                                                                                                                                                                                                                                                                                                 
|
| | 29,677,789 of all Accenture Ltd Class A common shares
    issuable pursuant to these restricted share units underlay
    restricted share units granted to current and former partners,
    and we expect that, to the extent delivered prior to
    July 24, 2005, substantially all of these Class A
    common shares will be subject to the contractual transfer
    restrictions lasting until July 24, 2005 described above.
    Class A common shares delivered pursuant to restricted
    share units granted to our non-partner employees and
    non-employee directors are not subject to contractual
    restrictions on transfer.



| |   |                                                                                                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | In addition, as of October 24, 2003, 77,397,262 Accenture
    Ltd Class A common shares were issuable pursuant to
    options, of which options to purchase an aggregate of 29,893,132
    Class A

25



---



##### 



| |  |                                                                                                                                                                                            
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | common shares were exercisable and options to purchase an
    aggregate of 47,504,130 Class A common shares generally
    will become exercisable during the calendar year indicated below:

|                 |            |  |               |  |            | 
|---------------- | ---------- |  | ------------- |  | ---------- | 
|Number of Shares |            |  | Calendar Year | 
|                 |            |  |               | 
|                 | 52,670     |  |               |  | 2003       | 
|                 | 19,525,035 |  |               |  | 2004       | 
|                 | 19,074,963 |  |               |  | 2005       | 
|                 | 5,344,662  |  |               |  | 2006       | 
|                 | 3,506,800  |  |               |  | After 2006 | 



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 14,749,140 of all Accenture Ltd Class A common shares
    issuable pursuant to these options were issuable pursuant to
    options that have been granted to current and former partners,
    and we expect that, to the extent purchased prior to
    July 24, 2005, substantially all of these Class A
    common shares will be subject to the contractual transfer
    restrictions lasting until July 24, 2005 described above.
    Class A common shares delivered under options granted to
    our non-partner employees and non-employee directors are not
    subject to contractual restrictions on transfer. The options
    that become exercisable in calendar year 2004 and 2005 include
    options that were issued to our employees in connection with our
    initial public offering.



| |                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We may need additional capital in the future, and this
    capital may not be available to us. The raising of additional
    capital may dilute shareholders ownership in us.

We may need to raise additional funds through public or private
debt or equity financings in order to:



| |   |                                                                 
| | - | ----------------------------------------------------------------
| |  | take advantage of opportunities, including more rapid expansion;
|
| |  | acquire complementary businesses or technologies;               
|
| |  | develop new services and solutions; or                          
|
| |  | respond to competitive pressures.                               

Any additional capital raised through the sale of equity may
dilute shareholders ownership percentage in us.
Furthermore, any additional financing we may need may not be
available on terms favorable to us, or at all.



| |                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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.

We are organized under the laws of Bermuda, and a significant
portion of our assets are located outside the United States. It
may not be possible to enforce court judgments obtained in the
United States against us in Bermuda or in countries, other than
the United States, where we have assets based on the civil
liability provisions of the federal or state securities laws of
the United States. In addition, there is some doubt as to
whether the courts of Bermuda and other countries would
recognize or enforce judgments of U.S. courts obtained against
us or our directors or officers based on the civil liabilities
provisions of the federal or state securities laws of the United
States or would hear actions against us or those persons based
on those laws. We have been advised by our legal advisors in
Bermuda that the United States and Bermuda do not currently have
a treaty providing for the reciprocal recognition and
enforcement of judgments in civil and commercial matters.
Therefore, a final judgment for the payment of money rendered by
any federal or state court in the United States based on civil
liability, whether or not based solely on U.S. federal or state
securities laws, would not

26



---



##### 







| |                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------
| | Bermuda law differs from the laws in effect in the United
    States and may afford less protection to shareholders.

Our shareholders may have more difficulty protecting their
interests than would shareholders of a corporation incorporated
in a jurisdiction of the United States. As a Bermuda company, we
are governed by the Companies Act 1981 of Bermuda. The Companies
Act differs in some material respects from laws generally
applicable to U.S. corporations and shareholders, including the
provisions relating to interested directors, mergers and
acquisitions, takeovers, shareholder lawsuits and
indemnification of directors.

Under Bermuda law, the duties of directors and officers of a
company are generally owed to the company only. Shareholders of
Bermuda companies do not generally have rights to take action
against directors or officers of the company, and may only do so
in limited circumstances. Officers of a Bermuda company must, in
exercising their powers and performing their duties, act
honestly and in good faith with a view to the best interests of
the company and must exercise the care and skill that a
reasonably prudent person would exercise in comparable
circumstances. Directors have a duty not to put themselves in a
position in which their duties to the company and their personal
interests may conflict and also are under a duty to disclose any
personal interest in any contract or arrangement with the
company or any of its subsidiaries. If a director or officer of
a Bermuda company is found to have breached his duties to that
company, he may be held personally liable to the company in
respect of that breach of duty. A director may be liable jointly
and severally with other directors if it is shown that the
director knowingly engaged in fraud or dishonesty. In cases not
involving fraud or dishonesty, the liability of the director
will be determined by the Bermuda courts on the basis of their
estimation of the percentage of responsibility of the director
for the matter in question, in light of the nature of the
conduct of the director and the extent of the causal
relationship between his conduct and the loss suffered.

ITEM 2.     PROPERTIES

We have major offices in the worlds leading business
centers, including New York, Chicago, Dallas, Los Angeles, San
Francisco, London, Frankfurt, Madrid, Milan, Paris, Sydney and
Tokyo. In total, we have more than 110 offices in 48 countries
around the world. We do not own any material real property.
Substantially all of our office space is leased under long-term
leases with varying expiration dates. We believe that our
facilities are adequate to meet our needs in the near future.

ITEM 3.     LEGAL PROCEEDINGS

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

As described under Legal Proceedings in our
Form 10-Q for the quarter ended May 31, 2002, we had
previously signed and extended agreements with the lead
plaintiffs in the Houston class actions on behalf of
shareholders and employees of Enron extending any statute of
limitations or similar deadlines by which we had to be added as
a party to such lawsuits. These lawsuits all involved
allegations concerning the auditing and other services provided
by separate and independent Arthur Andersen firms, and we
originally entered into the tolling agreements so that we would
have time to inform the plaintiffs that adding us as a defendant
in such actions would be misdirected and

27



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##### 





As previously reported in July 2003, we became aware of an
incident of possible noncompliance with the Foreign Corrupt
Practices Act and/or with Accentures internal controls in
connection with certain of Accentures operations in the
Middle East. We have voluntarily reported the incident to the
appropriate authorities in the United States. The SEC has
advised us it will be undertaking an informal investigation of
this incident and it is also under review by the
U.S. Department of Justice. We do not believe that this
incident will have any material impact on our results of
operations or financial condition.

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

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

No matters were submitted to a vote of security holders during
the fourth quarter of the fiscal year ended August 31, 2003.

28



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##### 





PART II




|        |                                                                          
|------- | -------------------------------------------------------------------------
|ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED
    STOCKHOLDER MATTERS

Price Range of Accenture Ltd Class A Common Shares

Trading in the Accenture Ltd Class A common shares
commenced on the New York Stock Exchange on July 19, 2001
under the symbol ACN. The table below sets forth, on
a per share basis for the periods indicated, the high and low
sale prices for the Class A common shares as reported by
the New York Stock Exchange.

|                                       |  |             |       |  |     |   |       | 
|-------------------------------------- |  | ----------- | ----- |  | --- | - | ----- | 
|                                       |  |            
|                                       |  | Price Range |      
|                                       |  |             |      
|                                       |  | High        |       |  | Low |  
|                                       |  |             |       |  |     |  
|Fiscal Year 2002                       |  |             |       |  |     |   |       | 
|                                       |  |             |       |  |     |  
|First Quarter                          |  | $           | 22.75 |  |     | $ | 11.61 | 
|Second Quarter                         |  | $           | 28.34 |  |     | $ | 22.50 | 
|Third Quarter                          |  | $           | 30.50 |  |     | $ | 19.50 | 
|Fourth Quarter                         |  | $           | 20.99 |  |     | $ | 13.70 | 
|Fiscal Year 2003                       |  |             |       |  |     |   |       | 
|                                       |  |             |       |  |     |  
|First Quarter                          |  | $           | 19.65 |  |     | $ | 11.30 | 
|Second Quarter                         |  | $           | 20.47 |  |     | $ | 14.48 | 
|Third Quarter                          |  | $           | 17.54 |  |     | $ | 13.45 | 
|Fourth Quarter                         |  | $           | 22.00 |  |     | $ | 16.25 | 
|Fiscal Year 2004                       |  |             |       |  |     |   |       | 
|                                       |  |             |       |  |     |  
|First Quarter through October 31, 2003 |  | $           | 24.00 |  |     | $ | 21.17 | 

The closing sale price of the Accenture Ltd Class A common
shares as reported by the New York Stock Exchange consolidated
tape as of October 31, 2003 was $23.40. As of
October 31, 2003, there were 2,432 holders of record of the
Class A common shares.

There is no trading market for the Accenture Ltd Class X
common shares. As of October 31, 2003 there were 1,467
holders of record of the Class X common shares.

Dividend Policy

Neither Accenture Ltd nor Accenture SCA has paid any cash
dividends. We currently do not anticipate that Accenture Ltd or
Accenture SCA will pay dividends.

We may from time to time enter into financing agreements that
contain financial covenants and restrictions, some of which may
limit the ability of Accenture Ltd and Accenture SCA to pay
dividends.

Future dividends on the Accenture Ltd Class A common
shares, if any, will be at the discretion of its board of
directors and will depend on, among other things, our results of
operations, cash requirements and surplus, financial condition,
contractual restrictions and other factors that the board of
directors may deem relevant.

Recent Sales of Unregistered Securities

None.

The information regarding securities authorized for issuance
under our equity compensation plans can be found on page 70
of this Annual Report on Form 10-K at Equity
Compensation Plan Information.

29



---



##### 





ITEM 6.     SELECTED FINANCIAL
DATA


The following selected financial data have been presented on a
historical cost basis for all periods presented. The data as of
August 31, 2003 and 2002 and for the years ended
August 31, 2003, 2002 and 2001 are derived from the audited
historical financial statements and related notes which are
included elsewhere in this report. The data as of
August 31, 2001, 2000 and 1999 and for the years ended
August 31, 2000 and 1999 are derived from audited
historical financial statements and related notes which are not
included in this report. The selected financial data should be
read in conjunction with Managements Discussion and
Analysis of Financial Condition and Results of Operations
and our historical financial statements and related notes
included elsewhere in this report.

|                                                           |                                                    |                                                          |             |        |        |   |               |        |        |  |      |        |        |      |       |       |        |  |       |       |        | 
|---------------------------------------------------------- | -------------------------------------------------- | -------------------------------------------------------- | ----------- | ------ | ------ | - | ------------- | ------ | ------ |  | ---- | ------ | ------ | ---- | ----- | ----- | ------ |  | ----- | ----- | ------ | 
|                                                           |                                                    |                                                         
|                                                           |                                                    | Year ended August 31,                                    |            
|                                                           |                                                    |                                                          |            
|                                                           |                                                    | 2003                                                     |             |        | 2002   |   |               | 2001   |        |  | 2000 |        |        | 1999 |      
|                                                           |                                                    |                                                          |             |        |        |   |               |        |        |  |      |        |        |      |      
|                                                           |                                                    |                                                         
|                                                           |                                                    | (in millions, except share and per share amounts)        |            
|Income Statement Data:                                     |                                                    |                                                          |             |        |        |   |               |        |        |  |      |        |        |      |       |       |        |  |       |      
|Revenues:                                                  |                                                    |                                                          |             |        |        |   |               |        |        |  |      |        |        |      |       |       |        |  |       |      
|                                                           | Revenues before reimbursements                     |                                                          | $           | 11,818 |        |   | $             | 11,574 |        |  | $    | 11,444 |        |      | $     | 9,752 |        |  | $     | 9,550 |       
|                                                           | Reimbursements                                     |                                                          |             | 1,579  |        |   |               | 1,531  |        |  |      | 1,618  |        |      |       | 1,579 |        |  |       | 1,326 |       
|                                                           |                                                    |                                                          |             |        |        |   |               |        |        |  |      |        |        |      |      
|                                                           |                                                    | Revenues                                                 |             |        | 13,397 |   |               |        | 13,105 |  |      |        | 13,062 |      |       |       | 11,331 |  |       |       | 10,876 | 
|Operating expenses:                                        |                                                    |                                                          |             |        |        |   |               |        |        |  |      |        |        |      |       |       |        |  |       |      
|                                                           | Cost of services:*                                 |                                                          |             |        |        |   |               |        |        |  |      |        |        |      |       |       |        |  |       |       |       
|                                                           |                                                    | Cost of services before reimbursable expenses*           |             |        | 7,508  |   |               |        | 6,897  |  |      |        | 6,199  |      |       |       | 5,486  |  |       |       | 5,457  | 
|                                                           |                                                    | Reimbursable expenses                                    |             |        | 1,579  |   |               |        | 1,531  |  |      |        | 1,618  |      |       |       | 1,579  |  |       |       | 1,326  | 
|                                                           |                                                    |                                                          |             |        |        |   |               |        |        |  |      |        |        |      |      
|                                                           |                                                    | Cost of services*                                        |             |        | 9,087  |   |               |        | 8,428  |  |      |        | 7,817  |      |       |       | 7,065  |  |       |       | 6,783  | 
|                                                           | Sales and marketing*                               |                                                          |             | 1,459  |        |   |               | 1,566  |        |  |      | 1,217  |        |      |       | 883   |        |  |       | 790   |       
|                                                           | General and administrative costs*                  |                                                          |             | 1,300  |        |   |               | 1,616  |        |  |      | 1,516  |        |      |       | 1,296 |        |  |       | 1,271 |       
|                                                           | Restructuring, reorganization and rebranding costs |                                                          |             |       |        |   |               | 111    |        |  |      | 849    |        |      |       |      |        |  |       |      |       
|                                                           | Restricted share unit-based compensation           |                                                          |             |       |        |   |               |       |        |  |      | 967    |        |      |       |      |        |  |       |      |       
|                                                           |                                                    |                                                          |             |        |        |   |               |        |        |  |      |        |        |      |      
|                                                           |                                                    | Total operating expenses*                                |             |        | 11,846 |   |               |        | 11,720 |  |      |        | 12,366 |      |       |       | 9,245  |  |       |       | 8,844  | 
|                                                           |                                                    |                                                          |             |        |        |   |               |        |        |  |      |        |        |      |      
|Operating income*                                          |                                                    |                                                          | 1,551       |        |        |   | 1,385         |        |        |  | 696  |        |        |      | 2,086 |       |        |  | 2,032 |      
|Gain (loss) on investments, net                            |                                                    |                                                          | 10          |        |        |   | (321          | )      |        |  | 107  |        |        |      | 573   |       |        |  | 92    |      
|Interest income                                            |                                                    |                                                          | 41          |        |        |   | 46            |        |        |  | 80   |        |        |      | 67    |       |        |  | 60    |      
|Interest expense                                           |                                                    |                                                          | (21         | )      |        |   | (49           | )      |        |  | (43  | )      |        |      | (24   | )     |        |  | (27   | )    
|Other income (expense)                                     |                                                    |                                                          | 32          |        |        |   | 15            |        |        |  | 17   |        |        |      | 51    |       |        |  | (5    | )    
|Equity in losses of affiliates                             |                                                    |                                                          |            |        |        |   | (9            | )      |        |  | (61  | )      |        |      | (47   | )     |        |  | (6    | )    
|                                                           |                                                    |                                                          |             |        |        |   |               |        |        |  |      |        |        |      |      
|Income before taxes*                                       |                                                    |                                                          | 1,613       |        |        |   | 1,068         |        |        |  | 795  |        |        |      | 2,707 |       |        |  | 2,146 |      
|Provision for taxes (1)                                    |                                                    |                                                          | 566         |        |        |   | 491           |        |        |  | 503  |        |        |      | 243   |       |        |  | 123   |      
|                                                           |                                                    |                                                          |             |        |        |   |               |        |        |  |      |        |        |      |      
|Income before minority interest and accounting
    change* |                                                    |                                                          | 1,047       |        |        |   | 576           |        |        |  | 292  |        |        |      | 2,464 |       |        |  | 2,023 |      
|Minority interest                                          |                                                    |                                                          | (549        | )      |        |   | (332          | )      |        |  | 577  |        |        |      |      |       |        |  |      |      
|                                                           |                                                    |                                                          |             |        |        |   |               |        |        |  |      |        |        |      |      
|Income before accounting change*                           |                                                    |                                                          | 498         |        |        |   | 245           |        |        |  | 869  |        |        |      | 2,464 |       |        |  | 2,023 |      
|Cumulative effect of accounting change                     |                                                    |                                                          |            |        |        |   |              |        |        |  | 188  |        |        |      |      |       |        |  |      |      
|                                                           |                                                    |                                                          |             |        |        |   |               |        |        |  |      |        |        |      |      
|                                                           |                                                    | Partnership income before partner distributions*
    (2) |             |        |        |   |               |        |        |  |      |        |        |      |       | $     | 2,464  |  |       | $     | 2,023  | 
|                                                           |                                                    |                                                          |             |        |        |   |               |        |        |  |      |        |        |      |      
|                                                           |                                                    | Net income*                                              |             | $      | 498    |   |               | $      | 245    |  |      | $      | 1,057  |      |       |       |        |  |       |       |        | 
|                                                           |                                                    |                                                          |             |        |        |   |               |        |        |  |      |        |        |      |      
|Weighted Average Class A Common
    Shares:                |                                                    |                                                          |             |        |        |   |               |        |        |  |      |        |        |      |       |       |        |  |       |      
|Basic                                                      |                                                    |                                                          | 468,592,110 |        |        |   | 425,941,809   |        |        |  |     |        |        |      |      |       |        |  |      |      
|Diluted                                                    |                                                    |                                                          | 996,754,596 |        |        |   | 1,023,789,546 |        |        |  |     |        |        |      |      |       |        |  |      |      
|Earnings Per Class A Common
    Share:                     |                                                    |                                                          |             |        |        |   |               |        |        |  |      |        |        |      |       |       |        |  |       |      
|Basic                                                      |                                                    | $                                                        | 1.06        |        |        | $ | 0.57          |        |        |  |     |        |        |      |      |       |        |  |      |      
|Diluted                                                    |                                                    | $                                                        | 1.05        |        |        | $ | 0.56          |        |        |  |     |        |        |      |      |       |        |  |      |      

|                          |  |                  |       |  |      |   |       |      |  |   |       |  |  |      |       |  |  |   |       | 
|------------------------- |  | ---------------- | ----- |  | ---- | - | ----- | ---- |  | - | ----- |  |  | ---- | ----- |  |  | - | ----- | 
|                          |  |                 
|                          |  | As of August 31, |      
|                          |  |                  |      
|                          |  | 2003             |       |  | 2002 |   |       | 2001 |  |   | 2000  |  |  | 1999 |      
|                          |  |                  |       |  |      |   |       |      |  |   |       |  |  |      |      
|                          |  |                 
|                          |  | (in millions)    |      
|Balance Sheet Data:       |  |                  |       |  |      |   |       |      |  |   |       |  |  |      |       |  |  |   |       | 
|Cash and cash equivalents |  | $                | 2,332 |  |      | $ | 1,317 |      |  | $ | 1,880 |  |  | $    | 1,271 |  |  | $ | 1,111 | 
|Working capital           |  |                  | 1,686 |  |      |   | 725   |      |  |   | 401   |  |  |      | 1,015 |  |  |   | 913   | 
|Total assets              |  |                  | 6,459 |  |      |   | 5,479 |      |  |   | 6,061 |  |  |      | 5,451 |  |  |   | 4,615 | 
|Long-term debt            |  |                  | 14    |  |      |   | 3     |      |  |   | 1     |  |  |      | 99    |  |  |   | 127   | 
|Total partners capital   |  |                  |      |  |      |   |      |      |  |   |      |  |  |      | 2,368 |  |  |   | 2,208 | 
|Shareholders equity      |  |                  | 794   |  |      |   | 439   |      |  |   | 282   |  |  |      |      |  |  |   |      | 



---

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*   | Excludes payments for partner distributions for
    periods ended on or prior to May 31, 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(1) | For periods ended on or prior to May 31,
    2001, 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 for periods ended on or prior to
    May 31, 2001 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 periods prior
    to May 31, 2001.

30



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##### 





|        |                                                                                          
|------- | -----------------------------------------------------------------------------------------
|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
    CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in
conjunction with our Consolidated Financial Statements and
related notes included elsewhere in this Annual Report on
Form 10-K. This discussion and analysis also contains
forward-looking statements and should also be read in
conjunction with the disclosures and information contained in
the sections of this Annual Report on Form 10-K entitled
Disclosure Regarding Forward-Looking Statements and
Risk Factors.

We use the terms Accenture, we,
our Company, our, and us in
this report to refer to Accenture Ltd and its subsidiaries. All
references to years, unless otherwise noted, refer to our fiscal
year, which ends on August 31. For example, a reference to
fiscal 2003 or fiscal
year 2003 means the 12-month period that ended on
August 31, 2003. All references to quarters, unless
otherwise noted, refer to the quarters of our fiscal year.

Overview

Our results of operations are affected by the economic
conditions, levels of business activity and levels of change in
the industries we serve. Our business is also driven, in part,
by the pace of technological change and the type and level of
technology spending by our clients. The ability to identify and
capitalize on these technological and market changes early in
their cycles is a key driver of our performance.

Revenues are driven by our partners and senior
executives ability to secure contracts for new engagements
and to deliver solutions and services that add value to our
clients. Our ability to add value to clients and therefore drive
revenues depends in part on our ability to offer market-leading
service offerings and to deploy skilled teams of professionals
quickly and on a global basis. As a global company, our revenues
are denominated in multiple currencies and may be significantly
affected by currency exchange-rate fluctuations. The
strengthening of various currencies versus the U.S. dollar
has resulted in favorable currency translation and increased our
reported revenues in fiscal 2003 as compared with
fiscal 2002 and fiscal 2001. A reversal of this trend
could reduce reported revenues in future quarters. Revenues for
fiscal 2003 were $13,397 million, an increase of
$292 million, or 2%, over fiscal 2002. Revenues before
reimbursements for fiscal 2003 were $11,818 million,
an increase of $244 million, or 2%, over fiscal 2002
in U.S. dollars. In local currency terms, revenues before
reimbursements in fiscal 2003 decreased 4% from fiscal 2002.

The market for consulting, including technology integration
services, remained depressed during fiscal 2003 due to the
continuing uncertain global economic and political environment
and the lack of a significant new wave of technology to
stimulate spending. New contract bookings for fiscal 2003
remained strong at $16,142 million and were slightly higher
than fiscal 2002 new bookings of $16,114 million, with
consulting bookings decreasing 6% and outsourcing bookings
increasing 8%.

We continue to position ourselves to achieve a greater
percentage of our revenues and growth through outsourcing,
including business transformation outsourcing, our approach that
combines outsourcing, including business process outsourcing,
with our other capabilities to help clients transform key
processes to improve business performance. Outsourcing contracts
typically have longer contract terms than consulting contracts
and may not generate revenues as quickly in the early stages of
the contract.

We continue to experience increasing pricing pressures from
competitors as well as from clients facing pressure to control
costs under continuing uncertain global economic and political
conditions. The pace of consolidation, as well as vertical
integration, among competitors in the markets in which

31



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##### 





The primary categories of operating expenses include cost of
services, sales and marketing, and general and administrative
costs. Cost of services is primarily driven by the cost of
client-service personnel, which consists mainly of compensation,
sub-contractor and other personnel costs, and non-payroll
outsourcing costs. Cost of services as a percentage of revenues
is driven by the prices we obtain for our solutions and
services, the chargeability or utilization of our client-service
workforces and the level of non-payroll costs associated with
the continuing accelerated growth of new outsourcing contracts.
Chargeability, or utilization, represents the percentage of our
professionals time spent on billable work. Sales and
marketing expense is driven primarily by business-development
activities; the development of new service offerings; the level
of concentration of clients in a particular industry or market;
and client-targeting, image-development and brand-recognition
activities. General and administrative costs primarily include
costs for non-client-facing personnel, information systems and
office space, which we seek to manage at levels consistent with
changes in activity levels in our business.

Clients continue to reduce or defer their expenditures or defer
the start of work already contracted. As continuation of current
pricing pressures could result in permanent changes in pricing
policies and delivery capabilities, we must continuously improve
our management of costs. Our cost-management strategy is to
anticipate changes in demand for our services and to identify
cost-management initiatives. We aggressively plan and manage our
payroll costs to meet the anticipated demand for our services as
operating expenses can be significantly affected by variable
compensation and severance costs. For instance, in
fiscal 2003 we increased variable compensation as a
percentage of our executives total compensation and
continued to take actions to reduce our consulting workforce,
including at the executive level, in markets where both supply
and demand and skill-level imbalances had not been resolved,
while continuing to hire at entry-level positions. We continue
to build and use our network of delivery centers and
capabilities around the world as part of a more cost-effective
delivery model.

Gross margins (revenues less cost of services) decreased to
36.5% of revenues before reimbursements in fiscal 2003 from
40.4% in fiscal 2002. This decrease resulted primarily from
the shift in our mix of business toward outsourcing and from
pricing pressures. Outsourcing contracts generally have lower
gross margins than consulting contracts, particularly in the
first year of new outsourcing contracts. These factors more than
offset the favorable effects of other cost savings, including
lower variable compensation costs.

Our cost-management initiatives continue to produce improved
efficiencies in sales and marketing and general and
administrative costs. As a result of these initiatives, sales
and marketing and general and administrative costs decreased as
a percentage of revenues before reimbursements from 27% for
fiscal 2002 to 23% for fiscal 2003. Cost-management
initiatives generally were sufficient to offset reductions in
gross margins and to maintain our operating income as a
percentage of revenues before reimbursements for
fiscal 2003. Year over year, operating income as a
percentage of revenues before reimbursements increased to 13.1%
for fiscal 2003 from 12.0% for fiscal 2002. In
fiscal 2002, restructuring costs of $111 million
related to the consolidation of certain office facilities around
the world reduced operating income as a percentage of revenues
before reimbursements from 12.9% to 12.0%. Despite the
year-over-year increase, we could experience erosion of
operating income as a percentage of revenues before
reimbursements if we incur additional restructuring costs

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Presentation

Prior to May 31, 2001, we operated as a series of related
partnerships and corporations under the control of our partners,
and our partners generally participated in profits, rather than
receiving salaries. Therefore, our historical financial
statements for periods ended on or prior to May 31, 2001 do
not reflect any compensation or benefit costs for services
rendered by our partners. Following our transition to a
corporate structure, operating expenses have included partner
compensation, which consists of salary, variable cash
compensation, restricted share compensation, stock options and
benefits. Similarly, in periods when we operated primarily in
the form of partnerships, our partners paid income tax on their
shares of the partnerships income. Therefore, our
historical financial statements for periods ended on or prior to
May 31, 2001 do not reflect the income tax liability that
we would have paid as a corporation. Since our transition to a
corporate structure, we have been subject to corporate tax on
our income.

Segments

Our five reportable operating segments are our operating groups,
which are Communications & High Tech, Financial
Services, Government, Products and Resources. Operating groups
are managed on the basis of revenues before reimbursements
because our management believes it is a better indicator of
operating group performance than is revenues. Generally,
operating expenses for each operating group have similar
characteristics and are subject to the same drivers, pressures
and challenges. However, the current economic environment and
its continuing effects on the industries served by our operating
segments affect operating expenses within our operating segments
to different degrees. Personnel reductions have not been taken
uniformly across our operating segments, due in part to an
increased need on behalf of some of our operating groups to
tailor their workforces to the needs of their businesses. The
shift to outsourcing engagements is not uniform among our
operating groups and, consequently, neither is the impact on
operating group revenues caused by these transitions. Local
currency fluctuations also tend to affect our operating groups
differently, depending on the historical and current geographic
concentrations and locations of their businesses.

In the first quarter of fiscal 2003, we transitioned our
Health Services industry group from our Financial Services
operating group to our Products operating group. In addition, we
changed the format of internal financial information presented
to our chief executive officer to reflect changes in our
internal accounting method of allocating certain costs to
segments from a partner basis to a total controllable cost basis
for purposes of determining segment operating income and
assessing segment performance. Segment results for all periods
presented were revised to reflect these changes.

Bookings and Backlog

We provide information regarding our bookings because we believe
doing so provides useful information regarding changes in the
volume of our new business over time. However, information
regarding our new bookings is not comparable to, nor should it
be substituted for, an analysis of our revenues. The majority of
our contracts are terminable by the client on short notice or
without notice. Accordingly, we do not believe it is appropriate
to characterize these contracts as backlog. Normally, if a
client terminates a project, the client remains obligated to pay
for commitments we have made to third parties in connection with
the project, services performed and reimbursable expenses
incurred by us through the date of termination.

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Revenues

The revenue recognition method we apply depends on the type of
service being delivered. Revenues from contracts for technology
integration consulting services, where we design/re-design,
build and implement new or enhanced systems applications and
related processes for our clients, are recognized on a
percentage-of-completion basis as services are provided by our
employees and, to a lesser extent, subcontractors.
Percentage-of-completion is applied pursuant to the American
Institute of Certified Public Accountants Statement of
Position 81-1, Accounting for Performance of
Construction Type and Certain Production Type Contacts.
Revenues from non-technology integration consulting and
outsourcing service contracts are recognized as the services are
performed and amounts are earned in accordance with SEC Staff
Accounting Bulletin No. 101, Revenue Recognition in
Financial Statements. We consider amounts to be earned
once we have evidence of an arrangement, services are delivered,
fees are fixed or determinable, and collectibility is reasonably
assured. Contracts containing multiple services are segmented
into separate elements when the services represent separate
earnings processes and revenues are recognized in accordance
with our accounting policies for the separate elements, as
described above.

Client prepayments (even if nonrefundable) are deferred,
i.e., classified as a liability, and recognized over future
periods as services are delivered or performed.

Our consulting revenues are affected by the number of work days
in the quarter, which in turn is affected by the level of
vacation days and holidays. Consequently, because we typically
have approximately five to ten percent more work days in
our first and third quarters than in our second and fourth
quarters, our revenues are typically higher in our first and
third quarters than in our second and fourth quarters.

Revenues before reimbursements include the margin earned on
computer hardware and software resale contracts, as well as
revenues from alliance agreements, neither of which is material
to us. Reimbursements, including those relating to travel and
out-of-pocket expenses, and other similar third-party costs,
such as the cost of hardware and software resales, are included
in revenues, and an equivalent amount of reimbursable expenses
are included in cost of services.

Operating Expenses

Operating expenses include variable and fixed direct and
indirect costs that are incurred in the delivery of our
solutions and services to clients. The primary categories of
operating expenses include cost of services, sales and
marketing, and general and administrative costs.

In fiscal 2003, we extended a variable component of
compensation to our managers and reduced the quarterly component
of variable partner cash compensation. In fiscal 2004 we
will continue to extend a variable component of compensation to
larger proportions of our global workforce.



| |                 
| | ----------------
| | Cost of Services

Cost of services includes the direct costs to provide services
to our clients. Such costs generally consist of compensation for
client-service personnel, the cost of subcontractors hired as
part of client-service teams and costs directly associated with
the provision of client service, such as facilities for
outsourcing contracts and the recruiting, training, personnel
development and scheduling costs of our client-service
personnel. Reimbursements, including those relating to travel
and other out-of-pocket expenses, and other similar third-party
costs, such as the cost of hardware and software resales, are
included in revenues, and an equivalent amount of reimbursable
expenses is included in cost of services.

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| |                    
| | -------------------
| | Sales and Marketing

Sales and marketing expense is affected by economic conditions
and is driven primarily by business development activities; the
development of new service offerings; the level of concentration
of clients in a particular industry or market; and
client-targeting, image-development and brand-recognition
activities.



| |                                 
| | --------------------------------
| | General and Administrative Costs

General and administrative costs primarily include costs for
non-client service personnel, information systems and office
space.



| |                                                   
| | --------------------------------------------------
| | Restructuring, Reorganization and Rebranding Costs

In fiscal 2002, we incurred restructuring costs to
consolidate certain office space facilities around the world. In
fiscal 2001, we incurred reorganization and rebranding
costs to rename our organization Accenture and other costs to
transition to a corporate structure.



| |                                         
| | ----------------------------------------
| | Restricted Share Unit-based Compensation

Restricted share unit-based compensation reflects restricted
share unit awards granted at the time of the initial public
offering of the Accenture Ltd Class A common shares on
July 19, 2001, and vested prior to August 31, 2001.
These restricted share units were granted to some of our
partners, former partners, employees and former employees
pursuant to a formula adopted by the board of directors of
Accenture Ltd. Restricted share unit-based compensation
subsequent to the initial public offering is included in cost of
services, sales and marketing and general and administrative
costs.

Gain (Loss) on Investments

Gain (loss) on investments primarily represents gains and losses
on the sales of marketable securities and writedowns on
investments in securities. These fluctuate over time and are not
predictable. Since September 1, 2000, they have also
included changes in the fair market value of equity holdings
considered to be derivatives in accordance with Statement of
Financial Accounting Standard (SFAS) No. 133,
Accounting for Derivative Instruments and Hedging
Activities. In fiscal 2002, they included writedowns
incurred in connection with our decision to sell substantially
all of our minority interests in our venture and investment
portfolio.

Interest Income

Interest income represents interest earned on cash and cash
equivalents. Interest income also includes interest earned on a
limited number of client engagement receivables when we agree in
advance to finance those receivables for our clients beyond the
normal billing and collection period.

Interest Expense

Interest expense reflects interest incurred on borrowings,
certain retirement obligations and other non-current liabilities.

Other Income (Expense)

Other income (expense) consists of currency exchange gains
(losses) and the recognition of income from the vesting of
options for services by our personnel on boards of directors of
some of those companies in which we have invested. In general,
we earn revenues and incur related costs in

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Equity in Gains (Losses) of Affiliates

Equity in gains (losses) of affiliates represents our share of
the operating results of non-consolidated companies over which
we have significant influence.

Provision for Taxes

Prior to our transition to a corporate structure, we were
generally not subject to income taxes in most countries because
we operated in partnership form in those countries. Since taxes
related to income earned by the partnerships were the
responsibility of the individual partners, our partners reported
and paid taxes on their share of the partnerships income
on their individual tax returns. In other countries, however, we
operated in the form of a corporation or were otherwise subject
to entity-level taxes on income and withholding taxes. As a
result, prior to our transition to a corporate structure, we
paid some entity-level taxes, with the amount varying from year
to year depending on the mix of earnings among the countries.
Where applicable, we accounted for these taxes under the asset
and liability method. Therefore, our historical financial
statements that include periods ended on or prior to
May 31, 2001 do not reflect the income tax liability that
we would have paid as a corporation. Subsequent to May 31,
2001, Accenture has been subject to corporate income tax.

Minority Interest

Minority interest eliminates the income earned or expense
incurred attributable to the equity interest that some of our
partners, former partners and their permitted transferees have
in our Accenture SCA and Accenture Canada Holdings Inc.
subsidiaries. See Business  Accenture Organizational
Structure. The resulting net income of Accenture Ltd
represents the income attributable to the shareholders of
Accenture Ltd. Since January 2002, minority interest has also
included immaterial amounts attributable to minority
shareholders in our Avanade, Inc. subsidiary.

Partnership Income Before Partner Distributions

Our historical financial statements that include periods ended
on or prior to May 31, 2001 reflect our organization as a
series of related partnerships and corporations under the
control of our partners. The income of our partners in
historical periods is not executive compensation in the
customary sense because in those periods partner compensation
was comprised of distributions of current earnings, out of which
our partners were responsible for their payroll taxes and
benefits.

Net Income

Net income reflects the earnings of our organization in a
corporate structure.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in
conformity with accounting principles generally accepted in the
United States requires us to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of
the consolidated financial statements and the reported amounts
of revenues and expenses. Our estimates, judgments and
assumptions are continually evaluated based on available
information and

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| |                    
| | -------------------
| | Revenue Recognition

Accentures contracts have different terms based on the
scope, deliverables and complexity of the engagement, the terms
of which frequently require Accenture to make judgments and
estimates in recognizing revenues. Accenture has many types of
contracts, including time-and-materials contracts, fixed-price
contracts and contracts with features of both of these contract
types. In addition, there is a trend to include greater
incentives in our contracts related to costs incurred, benefits
produced or adherence to schedule that may increase the
variability in revenues and margins earned on such contracts. We
conduct rigorous reviews prior to signing such contracts to
evaluate whether these incentives are reasonably achievable. For
technology integration contracts, estimated revenues for
applying the percentage-of-completion method include estimated
incentives for which achievement of defined goals is deemed
probable. For non-technology integration consulting and
outsourcing contracts, revenues relating to such incentive
payments are recorded when the contingency is satisfied and
acceptance, where applicable, and delivery of agreed benefits
have occurred.

We recognize revenues from technology integration consulting
contracts using the percentage-of-completion method.
Percentage-of-completion accounting involves calculating the
percentage of services provided during the reporting period
compared with the total estimated services to be provided over
the duration of the contract. This method is followed where
reasonably dependable estimates of revenues and costs can be
made. Estimates of total contract revenues and costs are
continuously monitored during the term of the contract, and
recorded revenues and costs are subject to revision as the
contract progresses. Such revisions may result in increases or
decreases to revenues and income and are reflected in the
financial statements in the periods in which they are first
identified.

Outsourcing contracts typically span several years and involve
complex delivery, often through multiple workforces in different
geographies. We continuously review and reassess our estimates
of contract profitability. If our estimates indicate that a
contract loss will occur, a loss accrual is recorded in the
consolidated financial statements in the period it is first
identified. Circumstances that could potentially result in
contract losses over the life of the contract include decreases
in volumes of transactions or other inputs/outputs on which we
are paid, failure to deliver agreed benefits, variances from
planned internal/external costs to deliver our services, and
other factors affecting revenues and costs.

Revenues for contracts with multiple elements are allocated
based on the fair value of the elements. Fair value is
determined based on the prices charged when each element is sold
separately. Revenues are recognized in accordance with our
accounting policies for the separate elements when the services
represent separate earnings processes, fair value of the
separate elements exists and the undelivered elements are not
essential to the functionality of the delivered elements. In
circumstances where an undelivered element is essential to the
functionality of the delivered element, no revenues is
recognized for the delivered element until the undelivered
element is delivered. While determining fair value and
identifying separate elements requires judgment, generally fair
value and the separate elements are readily identifiable as we
also provide those elements unaccompanied by the other elements
in many contracts.

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| |             
| | ------------
| | Income Taxes

Determining the consolidated provision for income tax expense,
deferred tax assets and liabilities and related valuation
allowance involves judgment. As a global company, we are
required to calculate and provide for income taxes in each of
the tax jurisdictions where we operate. This involves estimating
current tax exposures in each jurisdiction as well as making
judgments regarding the recoverability of deferred tax assets.
Tax exposures can involve complex issues and may require an
extended period to resolve. Changes in the geographic mix or
estimated level of annual pre-tax income can affect the overall
effective tax rate. Our effective tax rate in fiscal 2002
was 46.0%, but would have been 8.0 percentage points lower
had investment writedowns been excluded. In fiscal 2003 the
effective tax rate was 35.1%. The reduction in the effective tax
rate to 35.1% in fiscal 2003 was primarily due to a
reversal of previously accrued taxes following the favorable
settlement of certain prior-year non-U.S. income tax
liabilities and lower-than-estimated non-U.S. withholding
tax requirements.



| |                      
| | ---------------------
| | Variable Compensation

We record compensation expense for payments to be made in later
fiscal periods to our partners and other senior employees under
the variable compensation portions of our overall compensation
programs. Determining the amount of expense to recognize as
operating expenses for variable compensation at interim and
annual reporting dates involves judgment. Expenses accrued for
variable compensation are based on actual quarterly and annual
performance versus plan targets and other factors. Amounts
accrued are subject to change in future periods if future
performance is below plan targets or is below the performance
levels anticipated in prior periods. Management believes it
makes reasonable judgments using all significant information
available. The liability recorded as of August 31, 2003 for
variable compensation was $40 million, of which we expect
to pay approximately $19 million in the first quarter of
fiscal 2004 with the remainder payable in subsequent
quarters provided performance targets are met. The following
table shows quarterly variable compensation expense (benefit).

|                      |  |                                   |    |                                   |         |   |    |         |  |         |   |         |  |   |         |  |  |         |    |  |         |   |     |  |  |   |   |  |  |   |      |  
|--------------------- |  | --------------------------------- | -- | --------------------------------- | ------- | - | -- | ------- |  | ------- | - | ------- |  | - | ------- |  |  | ------- | -- |  | ------- | - | --- |  |  | - | - |  |  | - | ---- | -
|                      |  |                                   |    |                                  
|                      |  | Fiscal Year ended August 31, 2003 |    | Fiscal Year ended August 31, 2002 |        
|                      |  |                                   |    |                                   |        
|                      |  | First                             |    |                                   | Second  |   |    | Third   |  | Fourth  |   | First   |  |   | Second  |  |  | Third   |    |  | Fourth  |  
|                      |  | Quarter                           |    |                                   | Quarter |   |    | Quarter |  | Quarter |   | Quarter |  |   | Quarter |  |  | Quarter |    |  | Quarter |  
|                      |  |                                   |    |                                   |         |   |    |         |  |         |   |         |  |   |         |  |  |         |    |  |         |  
|                      |  |                                  
|                      |  | (in millions)                     |   
|Variable Compensation |  | $                                 | 17 |                                   |         | $ | (6 | )       |  | $       |  |         |  | $ |        |  |  | $       | 86 |  |         | $ | 151 |  |  | $ | 8 |  |  | $ | (140 | )

In fiscal 2003 we extended a variable component of
compensation to managers and reduced the quarterly component of
variable partner cash compensation. The expense of
$17 million recorded in the first quarter of
fiscal 2003 represented 7% of the total planned variable
compensation expense of $240 million for fiscal 2003.
The benefit recorded in the second quarter of fiscal 2003
related to an adjustment to estimated payouts accrued for fiscal
2002. We did not accrue additional fiscal 2003 variable
compensation expense during the second, third or fourth
quarters. In the fourth quarter of fiscal 2002, as a result
of the difficult economic environment and higher expenses partly
relating to increased severance costs, we reversed
$140 million of previously accrued fiscal 2002
variable partner compensation. Variable compensation expense in
fiscal 2002 totaled $105 million, or 35% of the
planned amount for fiscal 2002. Based on fiscal 2002
performance we did not award performance options to our partners
in fiscal 2003, and based on fiscal 2003 performance, we
will not award performance options to our partners in
fiscal 2004. Our fiscal 2004 plan includes
$340 million of planned variable compensation expense for
partners, managers and certain other employees.

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| |                              
| | -----------------------------
| | Defined Benefit Pension Plans

In the United States and certain other countries, Accenture
maintains and administers defined benefit pension plans. The
annual cost of these plans can be significantly affected by
changes in assumptions and differences between expected and
actual experience. In fiscal 2003, pension expense was
$72 million, compared with $53 million in
fiscal 2002 and $35 million in fiscal 2001. The
pension assumptions at August 31, 2003 and 2002 were as
follows:

|                               |  |            |       |  |                |  |       |            |  |  |                |  |  |  |       | 
|------------------------------ |  | ---------- | ----- |  | -------------- |  | ----- | ---------- |  |  | -------------- |  |  |  | ----- | 
|                               |  |            |       | 
|                               |  | 2003       |       |  | 2002           | 
|                               |  |            |       |  |                | 
|                               |  | U.S. Plans |       |  | Non-U.S. Plans |  |       | U.S. Plans |  |  | Non-U.S. Plans | 
|                               |  |            |       |  |                |  |       |            |  |  |                | 
|Discount rate                  |  |            | 6.00% |  |                |  | 4.85% |            |  |  | 7.25%          |  |  |  | 4.92% | 
|Expected return on plan assets |  |            | 8.00% |  |                |  | 5.66% |            |  |  | 8.50%          |  |  |  | 5.35% | 

A one percentage point increase in the discount rate would
decrease our pension expense by $31 million. A one
percentage point decrease in the discount rate would increase
our pension expense by $40 million.

A one percentage point increase in our return on plan
assets would decrease our pension expense by $5 million. A
one percentage point decrease in our return on plan assets would
increase our pension expense by $5 million.

SFAS 87 requires recognition of a minimum pension liability
if the fair value of pension assets is less than the accumulated
benefit obligation. During the year ended August 31, 2003
we recorded a charge to equity of $108 million representing
an adjustment to increase our pension liability by
$180 million net of a tax benefit of $72 million. This
charge is included in accumulated other comprehensive loss in
the shareholders equity section of our balance sheet.
Additional charges to equity may be required in the future
depending on future contributions to our pension plans, returns
on pension plan assets and interest rates.

Our Transition

Our management believes that presentation of financial
information for the year ended August 31, 2001 that is
adjusted to reflect our transition to a corporate structure, our
name change to Accenture and Accenture Ltds initial public
offering provides useful information because it facilitates a
meaningful comparison between the different periods presented in
this report. This adjusted financial information has previously
been presented in the prospectus filed in connection with
Accenture Ltds initial public offering and in our annual
reports on Form 10-K filed subsequent to the initial public
offering.

The following adjusted financial information gives effect to the
following as if they occurred on September 1, 2000:



| |   |                                                                                                                                                                                    
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the transactions related to our transition to a corporate
    structure described under Certain Transactions and
    Relationships  Reorganization and Related
    Transactions;
|
| |  | compensation payments to employees who were partners prior to
    our transition to a corporate structure;                                                                         
|
| |  | provision for corporate income taxes; and                                                                                                                                          
|
| |  | Accenture Ltds initial public offering in July 2001.                                                                                                                              

The adjusted financial information also gives effect to the
exclusion of rebranding costs of $304 million incurred in
connection with our name change to Accenture.

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The adjusted financial information also excludes events directly
attributable to Accenture Ltds initial public offering.
These events include:



| |   |                                                                                                                                                                               
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | net compensation cost of approximately $967 million
    resulting from the grant of restricted share units in connection
    with Accenture Ltds initial public offering; and
|
| |  | approximately $544 million for costs associated with our
    transition to a corporate structure.                                                                             

We refer to all of these adjustments, collectively, as the
adjustments to reflect our transition.

The following financial information adjusted to reflect our
transition is based on, and should be read in conjunction with,
our historical consolidated financial statements and the related
notes included elsewhere in this Annual Report on
Form 10-K. The information presented is not necessarily
indicative of the results of operations that might have occurred
had the events described above actually taken place as of the
dates specified or that may be expected to occur in the
future.

|                                                          |                                     |                                                |                                               |        |             |        |       |               |        |        |     |     |     |    | 
|--------------------------------------------------------- | ----------------------------------- | ---------------------------------------------- | --------------------------------------------- | ------ | ----------- | ------ | ----- | ------------- | ------ | ------ | --- | --- | --- | -- | 
|                                                          |                                     |                                               
|                                                          |                                     | Year ended August 31, 2001                     |                                              
|                                                          |                                     |                                                |                                              
|                                                          |                                     |                                                |                                               | % of   |            
|                                                          |                                     | As reported                                    |                                               |        | As adjusted |        |       | revenues      |       
|                                                          |                                     |                                                |                                               |        |             |        |       |               |       
|                                                          |                                     |                                               
|                                                          |                                     | (in millions, except share and per share data) |                                              
|Revenues:                                                 |                                     |                                                |                                               |        |             |        |       |               |        |        |     |    
|                                                          | Revenues before reimbursements      |                                                | $                                             | 11,444 |             |        | $     | 11,444        |        |        |     | 88  | %  
|                                                          | Reimbursements                      |                                                |                                               | 1,618  |             |        |       | 1,618         |        |        |     | 12  |    
|                                                          |                                     |                                                |                                               |        |             |        |       |               |       
|                                                          |                                     | Revenues                                       |                                               |        | 13,062      |        |       |               | 13,062 |        |     |     | 100 |   
|Operating expenses:                                       |                                     |                                                |                                               |        |             |        |       |               |        |        |     |    
|                                                          | Cost of services:                   |                                                |                                               |        |             |        |       |               |        |        |     |     |    
|                                                          |                                     |                                                | Cost of services before reimbursable expenses |        |             | 6,200  |       |               |        | 6,925  |     |     |     | 53 | 
|                                                          |                                     | Reimbursable expenses                          |                                               |        | 1,618       |        |       |               | 1,618  | (a)    |     |     | 12  |   
|                                                          |                                     |                                                |                                               |        |             |        |       |               |       
|                                                          |                                     | Cost of services                               |                                               |        | 7,818       |        |       |               | 8,543  |        |     |     | 65  |   
|                                                          | Sales and marketing                 |                                                |                                               | 1,217  |             |        |       | 1,507         | (a)    |        |     | 12  |    
|                                                          | General and administrative costs    |                                                |                                               | 1,516  |             |        |       | 1,560         | (a)    |        |     | 12  |    
|                                                          | Reorganization and rebranding costs |                                                |                                               | 848    |             |        |       |              | (b)(c) |        |     | n/m |    
|                                                          | Restricted share compensation       |                                                |                                               | 967    |             |        |       |              | (d)    |        |     | n/m |    
|                                                          |                                     |                                                |                                               |        |             |        |       |               |       
|                                                          |                                     |                                                | Total operating expenses                      |        |             | 12,366 |       |               |        | 11,610 |     |     |     | 89 | 
|                                                          |                                     |                                                |                                               |        |             |        |       |               |       
|Operating income                                          |                                     |                                                | 696                                           |        |             |        | 1,452 |               |        |        | 11  |    
|Gain on investments, net                                  |                                     |                                                | 107                                           |        |             |        | 107   |               |        |        | 1   |    
|Interest income                                           |                                     |                                                | 80                                            |        |             |        | 80    |               |        |        | n/m |    
|Interest expense                                          |                                     |                                                | (44                                           | )      |             |        | (59   | )(e)          |        |        | n/m |    
|Other income                                              |                                     |                                                | 17                                            |        |             |        | 17    |               |        |        | n/m |    
|Equity in losses of affiliates                            |                                     |                                                | (61                                           | )      |             |        | (61   | )             |        |        | n/m |    
|                                                          |                                     |                                                |                                               |        |             |        |       |               |       
|Income before taxes                                       |                                     |                                                | 795                                           |        |             |        | 1,536 |               |        |        | 12  |    
|Provision for taxes                                       |                                     |                                                | 503                                           |        |             |        | 614   | (f)           |        |        | 5   |    
|                                                          |                                     |                                                |                                               |        |             |        |       |               |       
|Income before minority interest and accounting
    change |                                     |                                                | 292                                           |        |             |        | 922   |               |        |        | 7   |    
|Minority interest                                         |                                     |                                                | 577                                           |        |             |        | (545  | )(g)          |        |        | (4  | )  
|                                                          |                                     |                                                |                                               |        |             |        |       |               |       
|Income before accounting change                           |                                     | $                                              | 869                                           |        |             | $      | 377   |               |        |        | 3   | %  
|                                                          |                                     |                                                |                                               |        |             |        |       |               |       
|Earnings per share:                                       |                                     |                                                |                                               |        |             |        |       |               |        |        |     |    
|                                                          | basic                              |                                                |                                               |        |             |        | $     | 0.91          |        |        |     |     |    
|                                                          |                                     |                                                |                                               |        |             |        |       |               |       
|                                                          | diluted                            |                                                |                                               |        |             |        | $     | 0.91          | (h)    |        |     |     |    
|                                                          |                                     |                                                |                                               |        |             |        |       |               |       
|Outstanding shares at August 31, 2001:                    |                                     |                                                |                                               |        |             |        |       |               |        |        |     |    
|                                                          | basic                              |                                                |                                               |        |             |        |       | 412,705,954   | (i)    |        |     |     |    
|                                                          |                                     |                                                |                                               |        |             |        |       |               |       
|                                                          | diluted                            |                                                |                                               |        |             |        |       | 1,008,163,290 | (i)    |        |     |     |    
|                                                          |                                     |                                                |                                               |        |             |        |       |               |       




n/m = not meaningful


|    |                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | Adjustments totaling $1,059 million reflect
    the effects of partner compensation and benefit costs as if our
    transition to a corporate structure had occurred on
    September 1, 2000. Prior to our transition to a corporate
    structure, payments to our partners were generally accounted for
    as distributions of partners income, rather than
    compensation expense. For the year ended August 31, 2001,

40



---



##### 



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | compensation and benefit costs of partners have
    been allocated 69% to cost of services, 27% to sales and
    marketing, and 4% to general and administrative costs based on
    an estimate of the time spent on each activity at the
    appropriate cost rates. The compensation plan adopted upon our
    transition to a corporate structure includes a fixed salary,
    benefits and performance-based bonuses. All elements of the new
    compensation plan, including bonuses, have been reflected in the
    pro forma adjustments because our partners would have earned the
    bonuses based on our results of operations for the historical
    periods. 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.

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Reorganization costs include $89 million of
    restructuring costs relating to our transition to a corporate
    structure and $455 million of indirect taxes, such as
    capital and stamp duty imposed on transfers of assets to the new
    corporate holding company structure.                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(c) | Rebranding costs include $157 million for
    the amortization of intangible assets relating to the final
    resolution of arbitration with Andersen Worldwide and Arthur
    Andersen as well as $147 million from changing our name to
    Accenture. These amounts are considered pro forma adjustments
    due to their nonrecurring nature.                                                                                                                                                                                                                                                                                                                                                                        
|(d) | In connection with Accenture Ltds initial
    public offering, 68,481,815 fully vested restricted share units
    at $14.50 per share were granted in July 2001 to certain
    partners, former partners, employees and former employees. The
    $967 million expense represents the fair value of fully
    vested restricted share units less $26 million relating to
    cancelled liabilities for a deferred bonus plan for employees.
    Each restricted share unit represents an unfunded, unsecured
    right, which is nontransferable except in the event of death, of
    a participant to receive an Accenture Ltd Class A common
    share on the date specified in the participants award
    agreement.
|(e) | Reflects adjustments of $15 million
    representing estimated interest expense on early-retirement
    benefits payable to partners.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(f) | Reflects adjustments for an estimated income tax
    provision as if we had operated in a corporate structure at a
    pro forma tax rate of 40%. The adjustment is net of
    $222 million relating 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. 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.                                              
|(g) | Minority interest is based on the assumption that
    minority interest existed throughout the year. As of
    August 31, 2001, partners owned a 59% minority interest in
    Accenture SCA and Accenture Canada Holdings Inc. 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.                                                                                
|(h) | Excluding gains and losses on investments, and
    the related tax effect, adjusted earnings per share would have
    been $0.85.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(i) | Earnings per share calculations for the year
    ended August 31, 2001 are based on the assumption that
    shares and share equivalents outstanding as of August 31,
    2001 were outstanding throughout such year. For the purposes of
    the adjusted earnings per share calculation, diluted outstanding
    shares include Accenture Ltd Class A common shares issuable
    or exchangeable upon redemption or exchange of shares held by
    SCA Class I common shareholders and Accenture Canada
    Holdings Inc. shareholders. The weighted average shares
    outstanding, basic and diluted, were calculated based on:                                                                                      

|                                                   |  |       |             |  |         |  |               | 
|-------------------------------------------------- |  | ----- | ----------- |  | ------- |  | ------------- | 
|Share issuances                                    |  | Basic |             |  | Diluted | 
|                                                   |  |       |             |  |         | 
|Accenture Ltd Class A common shares                |  |       | 343,307,238 |  |         |  | 343,307,238   | 
|Accenture SCA Class I common shares                |  |       |            |  |         |  | 587,296,594   | 
|Accenture Canada Holdings Inc. exchangeable shares |  |       |            |  |         |  | 8,160,742     | 
|Restricted share units                             |  |       | 69,398,716  |  |         |  | 69,398,716    | 
|Weighted average shares outstanding                |  |       | 412,705,954 |  |         |  | 1,008,163,290 | 

41



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##### 



Revenues by Operating Group

We provide services through five operating groups. The following
table provides revenues for each of these operating groups.

|                                   |                            |                                       |   |     |                       |   |   |      |       |   |      |     |       |      |   |       |        |   |   |       |        |   |   |       |        |  
|---------------------------------- | -------------------------- | ------------------------------------- | - | --- | --------------------- | - | - | ---- | ----- | - | ---- | --- | ----- | ---- | - | ----- | ------ | - | - | ----- | ------ | - | - | ----- | ------ | -
|                                   |                            |                                       |   |    
|                                   |                            | Three Months ended August 31,         |   |     | Year ended August 31, |  
|                                   |                            |                                       |   |     |                       |  
|                                   |                            | 2003                                  |   |     | 2002                  |   |   | 2001 |       |   | 2003 |     |       | 2002 |   |       | 2001   |  
|                                   |                            |                                       |   |     |                       |   |   |      |       |   |      |     |       |      |   |       |        |  
|                                   |                            |                                      
|                                   |                            | (in millions, except for percentages) |  
|Revenues:                          |                            |                                       |   |     |                       |   |   |      |       |   |      |     |       |      |   |       |        |   |   |       |        |   |   |      
|                                   | Communications & High Tech |                                       | $ | 849 |                       |   | $ | 804  |       |   | $    | 746 |       |      | $ | 3,290 |        |   | $ | 3,182 |        |   | $ | 3,238 |       
|                                   | Financial Services         |                                       |   | 578 |                       |   |   | 539  |       |   |      | 593 |       |      |   | 2,355 |        |   |   | 2,366 |        |   |   | 2,627 |       
|                                   | Government                 |                                       |   | 443 |                       |   |   | 328  |       |   |      | 275 |       |      |   | 1,582 |        |   |   | 1,316 |        |   |   | 1,003 |       
|                                   | Products                   |                                       |   | 642 |                       |   |   | 589  |       |   |      | 658 |       |      |   | 2,613 |        |   |   | 2,696 |        |   |   | 2,624 |       
|                                   | Resources                  |                                       |   | 504 |                       |   |   | 432  |       |   |      | 504 |       |      |   | 1,966 |        |   |   | 2,005 |        |   |   | 1,933 |       
|                                   | Other                      |                                       |   | 2   |                       |   |   |     |       |   |      | 1   |       |      |   | 12    |        |   |   | 9     |        |   |   | 19    |       
|                                   |                            |                                       |   |     |                       |   |   |      |       |   |      |     |       |      |   |       |        |  
|                                   |                            | Total revenues before reimbursements  |   |     | 3,017                 |   |   |      | 2,692 |   |      |     | 2,777 |      |   |       | 11,818 |   |   |       | 11,574 |   |   |       | 11,444 |  
|                                   | Reimbursements             |                                       |   | 445 |                       |   |   | 393  |       |   |      | 373 |       |      |   | 1,579 |        |   |   | 1,531 |        |   |   | 1,618 |       
|                                   |                            |                                       |   |     |                       |   |   |      |       |   |      |     |       |      |   |       |        |  
|                                   |                            | Total                                 |   | $   | 3,462                 |   |   | $    | 3,085 |   |      | $   | 3,150 |      |   | $     | 13,397 |   |   | $     | 13,105 |   |   | $     | 13,062 |  
|                                   |                            |                                       |   |     |                       |   |   |      |       |   |      |     |       |      |   |       |        |  
|Revenues as a percentage of total: |                            |                                       |   |     |                       |   |   |      |       |   |      |     |       |      |   |       |        |   |   |       |        |   |   |      
|                                   | Communications & High Tech |                                       |   | 24  | %                     |   |   | 26   | %     |   |      | 23  | %     |      |   | 24    | %      |   |   | 24    | %      |   |   | 25    | %     
|                                   | Financial Services         |                                       |   | 17  |                       |   |   | 17   |       |   |      | 19  |       |      |   | 18    |        |   |   | 18    |        |   |   | 20    |       
|                                   | Government                 |                                       |   | 13  |                       |   |   | 11   |       |   |      | 9   |       |      |   | 12    |        |   |   | 10    |        |   |   | 8     |       
|                                   | Products                   |                                       |   | 18  |                       |   |   | 19   |       |   |      | 21  |       |      |   | 19    |        |   |   | 21    |        |   |   | 20    |       
|                                   | Resources                  |                                       |   | 15  |                       |   |   | 14   |       |   |      | 16  |       |      |   | 15    |        |   |   | 15    |        |   |   | 15    |       
|                                   | Other                      |                                       |   | n/m |                       |   |   | n/m  |       |   |      | n/m |       |      |   | n/m   |        |   |   | n/m   |        |   |   | n/m   |       
|                                   |                            |                                       |   |     |                       |   |   |      |       |   |      |     |       |      |   |       |        |  
|                                   |                            | Total revenues before reimbursements  |   |     | 87                    |   |   |      | 87    |   |      |     | 88    |      |   |       | 88     |   |   |       | 88     |   |   |       | 88     |  
|                                   | Reimbursements             |                                       |   | 13  |                       |   |   | 13   |       |   |      | 12  |       |      |   | 12    |        |   |   | 12    |        |   |   | 12    |       
|                                   |                            |                                       |   |     |                       |   |   |      |       |   |      |     |       |      |   |       |        |  
|                                   |                            | Total                                 |   |     | 100                   | % |   |      | 100   | % |      |     | 100   | %    |   |       | 100    | % |   |       | 100    | % |   |       | 100    | %
|                                   |                            |                                       |   |     |                       |   |   |      |       |   |      |     |       |      |   |       |        |  




n/m = not meaningful


42



---



##### 



Geographic Information

Revenues are attributed to geographic areas based on where
client services are supervised.

|                                   |                |                                       |   |       |                       |   |   |       |       |   |      |       |       |      |   |       |        |   |   |       |        |   |   |       |        |  
|---------------------------------- | -------------- | ------------------------------------- | - | ----- | --------------------- | - | - | ----- | ----- | - | ---- | ----- | ----- | ---- | - | ----- | ------ | - | - | ----- | ------ | - | - | ----- | ------ | -
|                                   |                |                                       |   |      
|                                   |                | Three Months ended August 31,         |   |       | Year ended August 31, |  
|                                   |                |                                       |   |       |                       |  
|                                   |                | 2003                                  |   |       | 2002                  |   |   | 2001  |       |   | 2003 |       |       | 2002 |   |       | 2001   |  
|                                   |                |                                       |   |       |                       |   |   |       |       |   |      |       |       |      |   |       |        |  
|                                   |                |                                      
|                                   |                | (in millions, except for percentages) |  
|Revenues:                          |                |                                       |   |       |                       |   |   |       |       |   |      |       |       |      |   |       |        |   |   |       |        |   |   |      
|                                   | Americas       |                                       | $ | 1,485 |                       |   | $ | 1,394 |       |   | $    | 1,464 |       |      | $ | 5,671 |        |   | $ | 5,836 |        |   | $ | 6,113 |       
|                                   | EMEA(1)        |                                       |   | 1,331 |                       |   |   | 1,111 |       |   |      | 1,090 |       |      |   | 5,353 |        |   |   | 4,963 |        |   |   | 4,484 |       
|                                   | Asia/ Pacific  |                                       |   | 201   |                       |   |   | 187   |       |   |      | 223   |       |      |   | 794   |        |   |   | 775   |        |   |   | 847   |       
|                                   |                |                                       |   |       |                       |   |   |       |       |   |      |       |       |      |   |       |        |  
|                                   |                | Total revenues before reimbursements  |   |       | 3,017                 |   |   |       | 2,692 |   |      |       | 2,777 |      |   |       | 11,818 |   |   |       | 11,574 |   |   |       | 11,444 |  
|                                   | Reimbursements |                                       |   | 445   |                       |   |   | 393   |       |   |      | 373   |       |      |   | 1,579 |        |   |   | 1,531 |        |   |   | 1,618 |       
|                                   |                |                                       |   |       |                       |   |   |       |       |   |      |       |       |      |   |       |        |  
|                                   |                | Total                                 |   | $     | 3,462                 |   |   | $     | 3,085 |   |      | $     | 3,150 |      |   | $     | 13,397 |   |   | $     | 13,105 |   |   | $     | 13,062 |  
|                                   |                |                                       |   |       |                       |   |   |       |       |   |      |       |       |      |   |       |        |  
|Revenues as a percentage of total: |                |                                       |   |       |                       |   |   |       |       |   |      |       |       |      |   |       |        |   |   |       |        |   |   |      
|                                   | Americas       |                                       |   | 43    | %                     |   |   | 45    | %     |   |      | 46    | %     |      |   | 42    | %      |   |   | 44    | %      |   |   | 47    | %     
|                                   | EMEA           |                                       |   | 38    |                       |   |   | 36    |       |   |      | 35    |       |      |   | 40    |        |   |   | 38    |        |   |   | 34    |       
|                                   | Asia/Pacific   |                                       |   | 6     |                       |   |   | 6     |       |   |      | 7     |       |      |   | 6     |        |   |   | 6     |        |   |   | 7     |       
|                                   |                |                                       |   |       |                       |   |   |       |       |   |      |       |       |      |   |       |        |  
|                                   |                | Total revenues before reimbursements  |   |       | 87                    |   |   |       | 87    |   |      |       | 88    |      |   |       | 88     |   |   |       | 88     |   |   |       | 88     |  
|                                   | Reimbursements |                                       |   | 13    |                       |   |   | 13    |       |   |      | 12    |       |      |   | 12    |        |   |   | 12    |        |   |   | 12    |       
|                                   |                |                                       |   |       |                       |   |   |       |       |   |      |       |       |      |   |       |        |  
|                                   |                | Total                                 |   |       | 100                   | % |   |       | 100   | % |      |       | 100   | %    |   |       | 100    | % |   |       | 100    | % |   |       | 100    | %
|                                   |                |                                       |   |       |                       |   |   |       |       |   |      |       |       |      |   |       |        |  



---

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

Revenues by Type of Work

The following table presents revenues before reimbursements by
the major types of services:

|               |                                |                               |       |       |                       |   |       |       |  |   |       |       |  |      |       |        |      |   |       |        |  |   |       |        | 
|-------------- | ------------------------------ | ----------------------------- | ----- | ----- | --------------------- | - | ----- | ----- |  | - | ----- | ----- |  | ---- | ----- | ------ | ---- | - | ----- | ------ |  | - | ----- | ------ | 
|               |                                |                               |       |      
|               |                                | Three Months ended August 31, |       |       | Year ended August 31, |  
|               |                                |                               |       |       |                       |  
|               |                                | 2003                          |       |       | 2002                  |   |       | 2001  |  |   | 2003  |       |  | 2002 |       |        | 2001 |  
|               |                                |                               |       |       |                       |   |       |       |  |   |       |       |  |      |       |        |      |  
|               |                                |                              
|               |                                | (in millions)                 |      
|Consulting     |                                | $                             | 1,875 |       |                       | $ | 1,881 |       |  | $ | 2,224 |       |  | $    | 7,916 |        |      | $ | 8,770 |        |  | $ | 9,409 |       
|Outsourcing    |                                |                               | 1,036 |       |                       |   | 737   |       |  |   | 533   |       |  |      | 3,567 |        |      |   | 2,609 |        |  |   | 1,969 |       
|Other          |                                |                               | 106   |       |                       |   | 74    |       |  |   | 20    |       |  |      | 335   |        |      |   | 195   |        |  |   | 66    |       
|               |                                |                               |       |       |                       |   |       |       |  |   |       |       |  |      |       |        |      |  
|               | Revenues before reimbursements |                               |       | 3,017 |                       |   |       | 2,692 |  |   |       | 2,777 |  |      |       | 11,818 |      |   |       | 11,574 |  |   |       | 11,444 | 
|               |                                |                               |       |       |                       |   |       |       |  |   |       |       |  |      |       |        |      |  
|Reimbursements |                                |                               | 445   |       |                       |   | 393   |       |  |   | 373   |       |  |      | 1,579 |        |      |   | 1,531 |        |  |   | 1,618 |       
|               |                                |                               |       |       |                       |   |       |       |  |   |       |       |  |      |       |        |      |  
|               | Revenues                       |                               | $     | 3,462 |                       |   | $     | 3,085 |  |   | $     | 3,150 |  |      | $     | 13,397 |      |   | $     | 13,105 |  |   | $     | 13,062 | 
|               |                                |                               |       |       |                       |   |       |       |  |   |       |       |  |      |       |        |      |  

Year Ended August 31, 2003 Compared to Year Ended
August 31, 2002

Revenues

Revenues for fiscal 2003 were $13,397 million, an increase
of $292 million, or 2%, over fiscal 2002. Revenues before
reimbursements for fiscal 2003 were $11,818 million, an
increase of $244 million, or 2%, over fiscal 2002 in U.S.
dollars. In local currency terms, revenues before reimbursements
in fiscal 2003 decreased 4% from fiscal 2002. In the fourth
quarter of fiscal 2003, revenues before reimbursements increased
12% in U.S. dollars and 5% in local currency terms over

43



---



##### 





Our Communications & High Tech operating group achieved
revenues before reimbursements of $3,290 million in fiscal
2003, an increase of 3% over fiscal 2002, primarily due to
increased revenues from large outsourcing contracts and
favorable currency translation, which offset lower consulting
revenues. Outsourcing revenues benefited from strong revenue
growth with an existing communications client in North America.
Communications & High Tech revenues before reimbursements in
the fourth quarter of fiscal 2003 increased 6% over the fourth
quarter of fiscal 2002 due to increased outsourcing revenues and
favorable currency translation.

Our Financial Services operating group revenues before
reimbursements were $2,355 million in fiscal 2003, compared
with $2,366 million in fiscal 2002, as favorable currency
translation and growth in outsourcing were offset by lower
consulting revenues primarily due to the impact of the economic
downturn in the capital markets industry. Financial Services
revenues before reimbursements in the fourth quarter of fiscal
2003 increased 7% over the fourth quarter of fiscal 2002,
primarily due to the strength of the Euro and outsourcing
revenues growth in our Banking and Insurance industry groups.

Our Government operating group achieved revenues before
reimbursements of $1,582 million in fiscal 2003, an
increase of 20% over fiscal 2002. Results were primarily driven
by strong growth in outsourcing revenues, higher consulting
revenues and favorable currency translation. Revenues growth of
20% for the year and 35% for the fourth quarter 2003 was
primarily sourced from clients within the U.S. Federal
government, U.S. state and local government clients,
particularly in California, and clients in Western Europe.
Fiscal 2003 and fourth-quarter 2003 Government operating group
revenues also benefited from favorable currency translation. The
35% growth in revenues before reimbursements in the fourth
quarter of 2003 includes significant growth in both consulting
and outsourcing for our U.S. Federal government clients.

Our Products operating group achieved revenues before
reimbursements of $2,613 million in fiscal 2003, a decrease
of 3% from fiscal 2002, primarily as a result of planned
reductions in activity in our Retail industry group in Europe
and decreases in our Health Services industry group revenues,
which offset favorable currency translation and growth in our
Pharmaceuticals & Medical Products industry group. Despite
the year-over-year decline, fourth-quarter 2003 revenues before
reimbursements for the Products operating group increased 9%
compared with the fourth quarter of 2002. Strong revenues growth
in our Pharmaceuticals & Medical Products industry group and
increased outsourcing revenues across most industry groups
within Products led the revenues growth in the fourth quarter of
2003.

Our Resources operating group achieved revenues before
reimbursements of $1,966 million in fiscal 2003, a decrease
of 2% from fiscal 2002, as decreases in our consulting revenues
offset strong growth in outsourcing. Growth in our Utilities
industry group and favorable currency translation were offset by
weakness in our Chemicals, Energy, Forest Products and Metals
& Mining industry groups.

44



---



##### 





Operating Expenses

Operating expenses in fiscal 2003 were $11,846 million, an
increase of $126 million, or 1%, over fiscal 2002 and a
decrease as a percentage of revenues from 89% in fiscal 2002 to
88% in fiscal 2003. As a percentage of revenues before
reimbursements, operating expenses before reimbursable expenses
decreased from 88% in fiscal 2002 to 87% in fiscal 2003. A
charge of $111 million in the fourth quarter of 2002 to
consolidate certain office facilities around the world had the
effect of increasing operating expenses as a percentage of
revenues before reimbursements by 1 percentage point in
fiscal 2002.

In response to continued pricing pressures affecting our
business and to the faster growth in outsourcing, where we
generally experience lower margins in the early stages of
contracts, we continue to focus on managing our cost structure.
We aggressively plan and manage our payroll costs to meet the
anticipated demand for our services. Our long-term initiatives
focus on global reductions in delivery infrastructure costs. Our
short-term initiatives focus on managing payroll costs by
reducing headcount and variable compensation expense; lowering
other costs by limiting travel and meeting expenses; reducing
infrastructure by decreasing internal service levels, moving to
a shared services structure and optimizing office space
utilization; and reducing corporate expenses by deferring
non-critical initiatives and through increased hiring scrutiny.
Our cost-management initiatives may not be sufficient to
maintain our margins if current trends continue.

In fiscal 2003, we incurred severance costs of
$161 million, compared with $190 million of severance
costs in fiscal 2002. During fiscal 2003, we expensed
$11 million for variable compensation, compared with
$105 million of variable compensation expense in fiscal
2002.

Operating expenses for the fourth quarter of 2003 benefited by
$30 million, due to reductions in estimated liabilities related
to favorable experience in bad debts and other estimated
liabilities, which are not expected to recur. In the fourth
quarter of fiscal 2002, we recorded a benefit of
$140 million from the reversal of previously accrued
variable compensation as a result of reducing fiscal 2002
variable compensation to approximately 35% of the fiscal 2002
planned amount due to the difficult economic environment and
higher expenses partly related to increased severance costs. In
addition, in the fourth quarter of 2002 we recorded costs of
$93 million related to severance and $32 million for
retention payments. The net effect of these actions was to
reduce fourth-quarter operating expenses in fiscal 2002 by
$15 million.



| |                 
| | ----------------
| | Cost of Services

Cost of services was $9,087 million in fiscal 2003, an
increase of $660 million, or 8%, over fiscal 2002 and an
increase as a percentage of revenues from 64% in fiscal 2002 to
68% in fiscal 2003. Cost of services before reimbursable
expenses was $7,508 million in fiscal 2003, an increase of
$611 million, or 9%, over fiscal 2002. Cost of services
before reimbursable expenses increased as a percentage of
revenues before reimbursements from 60% in fiscal 2002 to 64% in
fiscal 2003. The primary driver of the increase in cost of
services was higher outsourcing costs of $875 million,
partly offset by a decrease in variable compensation expenses of
$66 million and lower consulting employee compensation
costs of $143 million. Of the $875 million increase in
outsourcing costs, $268 million was driven by higher
payroll costs and $607 million was due to an increase in
non-payroll costs.

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Gross margins (revenues less cost of services) in fiscal 2003
decreased to 36.5% of revenues before reimbursements in fiscal
2003 from 40.4% in fiscal 2002. This decrease resulted from the
shift in our mix of business toward outsourcing and from pricing
pressures. Outsourcing contracts generally have lower gross
margins than consulting contracts, particularly in the first
year of new outsourcing contracts. These factors more than
offset the favorable effects of other cost savings, including
lower variable compensation and severance costs.



| |                    
| | -------------------
| | Sales and Marketing

Sales and marketing expense was $1,458 million in fiscal
2003, a decrease of $107 million, or 7%, from fiscal 2002,
reflecting lower business development and market development
costs of $55 million and lower variable compensation
expense of $25 million. As a percentage of revenues before
reimbursements, sales and marketing expense decreased from 14%
in fiscal 2002 to 12% in fiscal 2003.



| |                                 
| | --------------------------------
| | General and Administrative Costs

General and administrative costs were $1,300 million in
fiscal 2003, a decrease of $316 million, or 20%, from
fiscal 2002 and decreased as a percentage of revenues before
reimbursements from 14% in fiscal 2002 to 11% in fiscal 2003.
Key drivers of the decline were geographic facility and
technology cost reductions of $143 million, lower bad debt
expense of $100 million and reductions in business
protection costs of $61 million.



| |                    
| | -------------------
| | Restructuring Costs

In fiscal 2002, we incurred restructuring costs of
$111 million related to the costs to consolidate certain
office facilities around the world. We did not incur similar
costs in fiscal 2003.

Operating Income

Operating income was $1,551 million in fiscal 2003, an
increase of $166 million, or 12%, over fiscal 2002.
Operating income increased as a percentage of revenues before
reimbursements from 12.0% in fiscal 2002 to 13.1% in fiscal
2003. The fiscal 2002 restructuring costs had the effect of
reducing operating income as a percentage of revenues before
reimbursements by 0.9 percentage points in fiscal 2002.
Savings in sales and marketing and general and administrative
costs and favorable currency translation due to strengthening of
various currencies against the U.S. dollar more than offset
lower gross margins.

The $166 million increase in operating income for fiscal
2003 compared with fiscal 2002 primarily reflects increases of
$99 million, $15 million, $123 million and
$12 million in operating income from our Communications
& High Tech, Financial Services, Government and Resources
operating groups, respectively, partially offset by a decrease
of $83 million in operating income from our Products
operating group. The decrease in Products operating income
primarily reflects lower revenues and margins in our Retail
industry group. Communications & High Tech operating income
increased primarily due to operating efficiencies resulting from
workforce reductions. The increase in Government operating
income was driven by a 20% increase in revenues and improved
productivity and chargeability.

Gain (Loss) on Investments

Gains on investments totaled $10 million for fiscal 2003,
compared with a loss on investments of $321 million in
fiscal 2002. The loss in fiscal 2002 included a charge of
$212 million recorded in the

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Interest Income

Interest income was $41 million in fiscal 2003, a decrease
of $5 million, or 11%, from fiscal 2002. The decrease
resulted primarily from the impact of lower interest rates in
fiscal 2003.

Interest Expense

Interest expense was $21 million in fiscal 2003, a decrease
of $28 million, or 57%, from fiscal 2002. The decrease
resulted primarily from lower imputed interest expense due to
reductions in other long-term liabilities resulting from
payments made to Arthur Andersen LLP in October 2002 in
conjunction with the termination of the service arrangements and
facility use arrangement entered into in fiscal 2001.

Other Income (Expense)

Other income was $32 million in fiscal 2003, an increase of
$17 million over fiscal 2002, primarily resulting from an
increase in currency exchange gains.

Equity in Gains (Losses) of Affiliates

Equity in losses of affiliates totaled less than $1 million
in fiscal 2003, compared with losses of $9 million in
fiscal 2002, primarily due to the consolidation of the
investment in our subsidiaries Avanade Inc. and Accenture HR
Services, beginning on January 1, 2002 and March 1,
2002, respectively, which we previously accounted for under the
equity method.

Provision for Taxes

The effective tax rate for fiscal 2003 was 35.1%. The effective
tax rate for fiscal 2002 was 46.0%. The $212 million charge
to write down investments had the effect of increasing the
effective tax rate for fiscal 2002 by 8.0 percentage
points. The reduction in the effective tax rate in fiscal 2003
was primarily due to a reversal of previously accrued taxes
following the favorable settlement of certain prior-year
non-U.S. income tax liabilities and lower-than-estimated
non-U.S. withholding tax requirements.

Minority Interest

Minority interest was $548 million in fiscal 2003, an
increase of $217 million, or 65%, over fiscal 2002,
primarily due to higher income before minority interest. The
minoritys average ownership interests decreased from 53%
at the beginning of fiscal 2003 to 52% as of August 31,
2003.

Earnings Per Share

Diluted earnings per share was $1.05 in fiscal 2003, compared
with $0.56 in fiscal 2002. In fiscal 2002, losses on investments
of $321 million and restructuring costs of
$111 million related to real estate consolidation reduced
earnings per share by $0.35. In fiscal 2003, the reduction in
the effective tax rate from 38.0% to 35.1% increased earnings
per share by $0.05.

47



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Year Ended August 31, 2002 Compared to Year Ended
August 31, 2001

Our results of operations that include periods ended on or prior
to May 31, 2001 reflect the fact that we operated as a series of
related partnerships and corporations prior to that date, and
our results of operations for periods ending after May 31,
2001 reflect that we commenced operations in corporate structure
on that date. Accordingly, in order to provide a more meaningful
comparison of our results for fiscal 2002 compared with fiscal
2001, we comment below on our results both on a historical basis
and a basis adjusted to reflect our transition. See
 Our Transition above.

Revenues

Revenues for fiscal 2002 were $13,105 million, an increase
of $43 million over fiscal 2001. Revenues before
reimbursements for fiscal 2002 were $11,574 million, an
increase of $131 million, or 1%, over fiscal 2001 in U.S.
dollars. In local currency terms, revenues before reimbursements
in fiscal 2002 grew by 2% over fiscal 2001. In the fourth
quarter of 2002, revenues before reimbursements decreased by 3%
in U.S. dollars and 6% in local currency from the fourth quarter
of 2001. Our fiscal 2002 revenues before reimbursements in
Europe, the Middle East and Africa grew by 11% in U.S. dollars
and by 9% in local currency terms, revenues before
reimbursements in the Americas declined by 5% in U.S. dollars
and 3% in local currency terms, and revenues before
reimbursements in Asia/ Pacific declined by 8% in U.S. dollars
and 4% in local currency terms. Outsourcing revenues before
reimbursements grew 33% in fiscal 2002 and represented 23% of
revenues before reimbursements for fiscal 2002, up from 17% in
fiscal 2001. Outsourcing revenues before reimbursements for the
fourth quarter of fiscal 2002 grew 38% over the fourth quarter
of fiscal 2001. Consulting revenues before reimbursements in
fiscal 2002 declined 7% from fiscal 2001, and consulting
revenues before reimbursements for the fourth quarter of fiscal
2002 declined 15% from the fourth quarter of 2001.

As a result of the difficult economic environment, revenues
growth slowed during fiscal 2002. Some clients reduced or
deferred expenditures for our services and we also experienced
pricing pressure, which eroded our revenues. However, we
implemented cost-management programs such that operating margins
for fiscal 2002, excluding restructuring costs related to real
estate consolidation, were improved.

Despite the challenging environment and an unusually high number
of bankruptcies among our clients, our Communications & High
Tech operating group achieved revenues before reimbursements of
$3,182 million in fiscal 2002, a decrease of 2% from fiscal
2001. This decrease was primarily due to global economic
weakening in the electronics and high technology industries
which this operating group serves, partly offset by growth in
our Communications industry group. Despite a decrease of 2% year
over year, Communications & High Tech revenues before
reimbursements increased 8% in the fourth quarter of 2002
compared with the fourth quarter of 2001. Our Communications
industry group led the growth in the fourth quarter due to
increased revenues from several large transformational
outsourcing contracts.

Our Financial Services operating group achieved revenues before
reimbursements of $2,366 million in fiscal 2002, a decrease
of 10% from fiscal 2001, primarily due to the impact of the
economic downturn in the capital markets industry. Financial
Services fourth-quarter 2002 revenues before reimbursements
declined 9% from the fourth quarter of 2001.

Our Government operating group achieved revenues before
reimbursements of $1,316 million in fiscal 2002, an
increase of 31% over fiscal 2001, primarily driven by strong
growth in North America and Europe. Despite year-over-year
growth of 31% in fiscal 2002 compared with fiscal 2001, growth

48



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Our Products operating group achieved revenues before
reimbursements of $2,696 million in fiscal 2002, an
increase of 3% over fiscal 2001. This reflected strong growth in
our Retail industry group in Europe led by a series of
engagements with a large retail client. Despite year-over-year
growth in revenues before reimbursements of 3% in fiscal 2002,
fourth quarter 2002 revenues before reimbursements decreased 10%
compared with the fourth quarter of 2001. With the exception of
Transportation & Travel Services, all industry groups within
our Products operating group contributed to the fourth-quarter
decline due to economic conditions.

Our Resources operating group achieved revenues before
reimbursements of $2,005 million in fiscal 2002, an
increase of 4% over fiscal 2001, as a result of strong growth in
our Chemicals and Utilities industry groups. Revenues before
reimbursements for Resources for the fourth quarter of 2002
declined 14% from the fourth quarter of 2001, due in large part
to lower revenues in our Chemicals industry group in North
America and a slowdown in North America resulting from economic
problems in the U.S. energy and utilities industries, including
the collapse of the energy trading industry and the slowing of
utilities work due to regulatory actions.

Operating Expenses

Operating expenses in fiscal 2002 were $11,720 million, a
decrease of $646 million, or 5%, from fiscal 2001 and a
decrease as a percentage of revenues from 95% in fiscal 2001 to
89% in fiscal 2002. As a percentage of revenues before
reimbursements, operating expenses before reimbursable expenses
decreased from 94% in fiscal 2001 to 88% in fiscal 2002. These
decreases primarily resulted because in fiscal 2001 we incurred
expenses of $848 million for reorganization and rebranding
and $967 million for restricted share unit-based
compensation costs. These reductions from fiscal 2001 were
partially offset by higher employee compensation costs following
our transition to a corporate structure. Prior to our transition
to a corporate structure, payments to our partners were
generally accounted for as distributions of partners
income, rather than as compensation expense.

Operating expenses for fiscal 2002 increased $110 million,
or 1%, over the adjusted operating expenses for fiscal 2001 and
remained constant as a percentage of revenues at 89%. As a
percentage of revenues before reimbursements, operating expenses
before reimbursable expenses increased from 87% in fiscal 2001
to 88% in fiscal 2002. Operating expenses for fiscal 2002
included a charge of $111 million relating to the
consolidation of office facilities.

In fiscal 2002, we continued to implement long and short-term
cost-management initiatives aimed at keeping overall growth in
operating expenses less than the growth in revenues before
reimbursements. Our long-term initiatives focus on global
reductions in infrastructure costs. In addition, increasing our
use of Web-enabled and other lower-cost distribution methods
enabled us to reduce the costs of delivering training. Our
short-term initiatives focus on reducing variable costs, such as
limiting travel and meeting costs, and reducing infrastructure
and corporate expenses principally through a hiring freeze and
the deferral of non-critical initiatives.

In response to the continued difficult economic conditions
affecting our business and the faster growth in outsourcing, we
increased our focus on reducing our cost structure and on
correcting supply-and-demand, skill and pay-level imbalances in
our workforce. In the fourth quarter of 2002, we recorded costs
of $93 million related to severance and $32 million
for retention payments. In addition, annual bonus expense and
variable compensation recorded in prior quarters was reduced by
$140 million. The net effect of these actions was to reduce
fourth-quarter operating expenses by $15 million.

49



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| |                 
| | ----------------
| | Cost of Services

Cost of services was $8,428 million in fiscal 2002, an
increase of $611 million, or 8%, over fiscal 2001 and an
increase as a percentage of revenues from 60% in fiscal 2001 to
64% in fiscal 2002. Cost of services before reimbursable
expenses was $6,897 million in fiscal 2002, an increase of
$698 million, or 11%, over fiscal 2001. Cost of services
before reimbursable expenses increased as a percentage of
revenues before reimbursements from 54% in fiscal 2001 to 60% in
fiscal 2002. These increases were primarily attributable to
higher employee compensation costs following our transition to a
corporate structure.

Cost of services before reimbursable expenses for fiscal 2002
decreased $27 million over the adjusted cost of services
before reimbursable expenses for fiscal 2001 and decreased as a
percentage of revenues before reimbursements from 61% in fiscal
2001 to 60% in fiscal 2002. The slowdown in the global economy
led us to reduce variable costs and redirect some of our
resources to selling and marketing efforts in order to promote
our business. However, these cost reductions were partially
offset by higher employee compensation and severance costs
partly attributable to workforce imbalances that resulted from
the difficult economic environment and shift in the relative
proportion of our business from consulting to outsourcing.



| |                    
| | -------------------
| | Sales and Marketing

Sales and marketing expense was $1,566 million in fiscal
2002, an increase of $348 million, or 29%, over fiscal 2001
and an increase as a percentage of revenues from 9% in fiscal
2001 to 12% in fiscal 2002. This increase was primarily due to
not expensing partner compensation prior to our transition to a
corporate structure.

Sales and marketing expense for fiscal 2002 increased
$59 million, or 4%, over the adjusted sales and marketing
expense for fiscal 2001 and increased as a percentage of
revenues before reimbursements from 13% in fiscal 2001 to 14% in
fiscal 2002. Since the second half of fiscal 2001, the slowdown
in the global economy resulted in longer selling cycles and led
us to increase our selling and marketing efforts in order to
promote our business.



| |                                 
| | --------------------------------
| | General and Administrative Costs

General and administrative costs were $1,616 million in
fiscal 2002, an increase of $100 million, or 7%, over
fiscal 2001 and remained constant as a percentage of revenues at
12%. The exclusion of partner compensation prior to May 31,
2001 accounted for $44 million of this increase.

General and administrative costs for fiscal 2002 increased
$56 million, or 4%, over the adjusted general and
administrative costs for fiscal 2001 and remained constant as a
percentage of revenues before reimbursements at 14%. Expense
reductions from cost-management initiatives offset the addition
of the general and administrative costs of Accenture HR Services
(formerly e-peopleserve) and Avanade, Inc. as a result of
consolidating these subsidiaries beginning in the second quarter
of 2002. We incurred bad debt expense of $80 million in
fiscal 2002, which also contributed to the increase.



| |                                                   
| | --------------------------------------------------
| | Restructuring, Reorganization and Rebranding Costs

Restructuring costs of $111 million in fiscal 2002
represent costs to consolidate certain office facilities around
the world, including costs for losses on operating leases and
write-downs of assets such as leasehold improvements resulting
from abandoned office space.

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In fiscal 2001, reorganization and rebranding costs were
$848 million, or 7% of revenues before reimbursements.
Reorganization costs include $89 million of restructuring
costs relating to our transition to a corporate structure and
$455 million of indirect taxes and other costs imposed on
transfers of assets to the new corporate holding company
structure. Rebranding costs include $157 million for the
amortization of intangible assets related to the final
resolution of the arbitration with Andersen Worldwide and Arthur
Andersen and $147 million resulting from changing our name
to Accenture. These costs were excluded from our adjusted
financial results.



| |                                         
| | ----------------------------------------
| | Restricted Share Unit-based Compensation

Grants of Accenture Ltds restricted share units to
partners, former partners and employees resulted in compensation
cost of $967 million in the fourth quarter of fiscal 2001.
These costs were excluded from our fiscal 2001 adjusted
financial results. In fiscal 2002, restricted share unit-based
compensation expense totaled $59 million. This is included
in cost of services, sales and marketing and general and
administrative expense.

Operating Income

Operating income was $1,385 million in fiscal 2002, an
increase of $690 million, or 99%, over fiscal 2001 and
increased as a percentage of revenues before reimbursements from
6% in fiscal 2001 to 12% in fiscal 2002.

Operating income was $1,385 million in fiscal 2002, a
decrease of $67 million, or 5%, from fiscal 2001 adjusted
operating income. The fiscal 2002 costs of $111 million
associated with consolidating offices had the effect of reducing
fiscal 2002 operating income as a percentage of revenues before
reimbursements by 0.9 percentage points.

Gain (Loss) on Investments

Losses on investments totaled $321 million for fiscal 2002.
This loss includes a charge of $212 million recorded in the
second quarter of 2002 for the anticipated loss on the planned
disposal of substantially all of our minority ownership
interests in our venture and investment portfolio. The loss of
$321 million also included other-than-temporary impairment
writedowns of $90 million recorded in the first quarter of
2002.

Gains on investments totaled $107 million for fiscal 2001.
This gain represented the sale of $382 million of a
marketable security purchased in 1995 and $11 million from
the sale of other marketable securities, net of
other-than-temporary impairment investment writedowns of
$94 million, and unrealized investment losses of
$192 million. Other-than-temporary impairment writedowns
consisted of $19 million in publicly traded equity
securities and $75 million in privately traded equity
securities. The writedowns related to investments in companies
where the market value had been less than our cost for an
extended time period, or the issuer had experienced significant
financial declines or difficulties in raising capital to
continue operations.

Interest Income

Interest income was $46 million in fiscal 2002, a decrease
of $34 million, or 42%, from fiscal 2001. The decrease
resulted primarily from the impact of lower interest rates in
fiscal 2002.

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Interest Expense

Interest expense was $49 million in fiscal 2002, an
increase of $6 million, or 13%, over fiscal 2001. Interest
expense in fiscal 2002 decreased $10 million, or 17%, from
adjusted fiscal 2001 interest expense. The decrease resulted
primarily from lower interest rates in fiscal 2002 and a
decrease in short-term bank borrowings in fiscal 2002 compared
with fiscal 2001.

Other Income (Expense)

Other income (expense) was $15 million in fiscal 2002,
a decrease of $2 million from fiscal 2001, primarily
resulting from lower income from the vesting of options
partially offset by currency exchange gains. As of
August 31, 2002, the fair value of foreign currency
exchange contracts was approximately $1 million, and we did
not have any interest rate derivative contracts.

Equity in Gains (Losses) of Affiliates

Equity in losses of affiliates totaled $9 million in fiscal
2002, compared with losses of $61 million in fiscal 2001,
primarily due to the consolidation of the investment in our
subsidiaries Avanade Inc. and Accenture HR Services (formerly
e-peopleserve) commencing on January 1, 2002 and
March 1, 2002, respectively, which we previously accounted
for under the equity method.

Provision for Taxes

The effective tax rate for fiscal 2002 was 46.0%. Excluding
certain charges for investment write-downs, the effective tax
rate for fiscal 2002 was 38.0%. On an adjusted basis, the
effective tax rate for fiscal 2001 was 40.0%. The actual
effective tax rate for fiscal 2001 is not comparable to the
effective tax rate for fiscal 2002 because, prior to
May 31, 2001, we operated as a series of related
partnerships and corporations and, therefore, generally did not
pay income taxes as a corporation.

Minority Interest

Minority interest was $332 million in fiscal 2002, a
decrease of $213 million, or 39%, from the adjusted minority
interest for fiscal 2001, and a decrease as a percentage of
income from 59% to 58%. The adjusted minority interest in fiscal
2001 was based on the assumption that the 59% minority interest
as of August 31, 2001 existed throughout that fiscal year.
In fiscal 2002, minority interest declined from 59% at the
beginning of fiscal 2002 to 53% as of August 31, 2002,
primarily as a result of transactions associated with a
secondary offering of Accenture Ltd shares in May 2002.

Cumulative Effect of Accounting Change

In fiscal 2001, the adoption of SFAS 133 resulted in cumulative
income of $188 million on September 1, 2000
representing the cumulative unrealized gains resulting from
changes in the fair market value of equity holdings considered
to be derivatives.

Earnings Per Share

Diluted earnings per share in fiscal 2002 was $0.56. Historical
earnings per share was not determinable for periods ended on or
prior to May 31, 2001 when Accenture operated as a series
of related partnerships.

In fiscal 2002, gains and losses on investments of
$321 million and restructuring costs of $111 million
related to office space consolidation reduced diluted earnings
per share by $0.35.

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Liquidity and Capital Resources

Our primary sources of liquidity are cash flows from operations,
debt capacity available under various credit facilities and
available cash reserves. Cash flow generated by operating
activities in fiscal 2003 totaled $1,513 million. At
August 31, 2003, cash and cash equivalents, combined with
restricted cash, totaled $2,415 million, while total debt
was $60 million. We may also be able to raise additional
funds through public or private debt or equity financings in
order to:



| |   |                                                                                                                                                                                             
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | take advantage of opportunities, including more rapid expansion;                                                                                                                            
|
| |  | acquire complementary businesses or technologies;                                                                                                                                           
|
| |  | develop new services and solutions;                                                                                                                                                         
|
| |  | respond to competitive pressures; or                                                                                                                                                        
|
| |  | facilitate share dispositions by our partners, former partners
    and their permitted transferees pursuant to our Share Management
    Plan and certain purchases from our other employees.

For a more detailed description of our Share Management Plan,
see Certain Transaction and Relationships 
Share Management Plan.

Our balance of cash and cash equivalents was $2,332 million
at August 31, 2003, an increase of $1,015 million, or
77%, over the $1,317 million balance at August 31,
2002. This increase is primarily attributable to cash provided
by operations. Our balance of cash and cash equivalents at
August 31, 2002 decreased $563 million, or 30%, from
$1,880 million at August 31, 2001. This decrease is
largely attributable to distributions of pre-incorporation
partnership income and purchases of treasury shares.

Net cash provided by operating activities was
$1,513 million in fiscal 2003, an increase of
$450 million over fiscal 2002. Net cash provided by
operating activities benefited from lower income tax payments in
fiscal 2003 compared with fiscal 2002. In fiscal 2003, income
tax payments totaled $255 million compared with
$716 million in fiscal 2002. Fiscal 2002 income tax
payments include payments for prior periods relating to our
initial corporate tax year ended August 31, 2001 and our
transition to a corporate structure on May 31, 2001. Fiscal
2003 income tax payments were significantly reduced by refunds
of prior-year income tax payments. In October 2002, we paid
Arthur Andersen LLP $190 million in conjunction with the
termination of the service arrangements and facility use
arrangement entered into in fiscal 2001 with Arthur Andersen LLP
and other Arthur Andersen firms. A portion of this payment
reduced net cash provided by operating activities by
$42 million in fiscal 2003.

Net cash used by investing activities was $109 million in
fiscal 2003, compared with $248 million of cash used in
investment activities in fiscal 2002. Increased proceeds from
sales of investments and lower capital spending on property and
equipment and businesses were partially offset by a decrease in
proceeds from sales of property and equipment in fiscal 2003.
The reduction in capital spending for businesses in fiscal 2003
reflects the acquisition of Accenture HR Services (formerly
e-peopleserve Ltd.) in fiscal 2002.

Net cash used by financing activities was $492 million in
fiscal 2003, a decrease of $923 million from fiscal 2002,
primarily due to pre-incorporation earnings distributions of
$766 million to our partners in fiscal 2002. In fiscal
2003, cash used in financing activities included
$560 million for Accenture Ltd Class A and Accenture
SCA Class I common share purchases and $148 million
for the $190 million payment to Arthur Andersen LLP
described above. These payments were partially offset

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Net cash provided by operating activities was
$1,063 million for fiscal 2002, a decrease of
$1,217 million from fiscal 2001. Net cash used by investing
activities was $248 million for fiscal 2002, a decrease of
$163 million from fiscal 2001, due to lower capital
expenditures and higher proceeds from the sale of property and
equipment in fiscal 2002. Net cash used in financing activities
was $1,415 million for fiscal 2002, an increase of
$248 million over fiscal 2001. This included net proceeds
of $1,791 million from the initial public offering and sale
of the Accenture Ltd Class A common shares in the fourth
quarter of 2001 offset by earnings distributions to partners of
$2,282 million, repayments of partners capital
totaling $524 million, and a payment of $314 million
to Andersen Worldwide and Arthur Andersen of amounts due in
connection with the final resolution of the arbitration.

We have two $537.5 million syndicated facilities, including
one 364-day facility and one three-year facility, providing
unsecured, revolving borrowing capacity for general working
capital purposes. Financing is provided under these facilities
at the prime rate or at the London Interbank Offered Rate plus a
spread, and bid option financing is available. These facilities
require us to: (1) limit liens placed on our assets to
(a) liens incurred in the ordinary course of business
(subject to certain limitations) and (b) other liens
securing aggregate amounts not in excess of 30% of our total
assets; and (2) maintain a debt-to-cash-flow ratio not
exceeding 1.75 to 1.00. We are in compliance with these
terms. As of August 31, 2003, we had no borrowings under
either facility and $79 million in letters of credit
outstanding under the three-year facility. On June 20,
2003, we renewed the 364-day facility at terms that are slightly
more favorable than the expiring arrangement. The three-year
facility is scheduled to expire on June 21, 2005.

We also maintain four separate bilateral, uncommitted, unsecured
multicurrency revolving credit facilities. As of August 31,
2003, these facilities provided for up to $252 million of
local currency financing in countries where we cannot readily
access our syndicated facilities. We also maintain local
guaranteed and non-guaranteed lines of credit. As of
August 31, 2003, amounts available under these facilities
totaled $215 million. At August 31, 2003, we had
$24 million outstanding under these various facilities and
$19 million of other short-term borrowings. Interest rate
terms on the bilateral revolving facilities and local lines of
credit are at market rates prevailing in the relevant local
markets.

During fiscal 2003, fiscal 2002 and fiscal 2001 we invested
$212 million, $263 million and $378 million,
respectively, in capital expenditures, primarily for technology
assets, furniture and equipment and leasehold improvements to
support our operations. We expect that our capital expenditures
will approximate $300 million in fiscal 2004.

In limited circumstances, we agree to extend financing to
clients. The terms vary by engagement, but generally we
contractually link payment for services to the achievement of
specified performance milestones. We finance these client
obligations primarily with existing working capital and bank
financing in the country of origin. As of August 31, 2003,
2002 and 2001, $336 million, $265 million and
$182 million were outstanding for 35, 25 and
17 clients, respectively. As of August 31, 2003 and
2002, $203 million and $159 million, respectively,
were included in current unbilled services and $133 million
and $106 million, respectively, were included in
non-current unbilled services on our Consolidated Balance Sheet.

At August 31, 2002, the Accenture Stock Employee
Compensation Trust (SECT) had $79 million of
previously authorized contributions available for share
purchases which were segregated as restricted cash on the
Consolidated Balance Sheet. On March 7, 2003, we contributed

54



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In addition to our ongoing open-market share purchases, we
continue to redeem or purchase certain shares pursuant to our
Share Management Plan. See Certain Transactions and
Relationships  Share Management Plan. Accenture
Ltds board of directors previously granted authority to
utilize $600 million for such acquisitions from partners,
former partners and their permitted transferees and for
acquisition of certain Accenture Ltd Class A common shares
awarded to employees pursuant to restricted share units issued
in connection with the our public offering. Of the
$600 million previously authorized, $311 million was
utilized in fiscal 2003, primarily pursuant to quarterly tender
offers made to Accenture SCA Class I shareholders by
controlled subsidiaries of Accenture Ltd that redeemed or
purchased an aggregate of 15,387,401 Accenture SCA
Class I common shares and by related purchases of
85,153 Accenture Canada Holdings Inc. exchangeable shares.

Subsequent Events

On September 8, 2003, pursuant to a tender offer made to
Accenture SCA Class I shareholders on August 7, 2003,
controlled subsidiaries of Accenture Ltd redeemed or purchased
an aggregate of 6,519,532 Accenture SCA Class I common
shares at a price of $19.91 per share. At the same time,
Accenture International SARL purchased 52,861 Accenture Canada
Holdings Inc. exchangeable shares at a price of $19.91 per
share. The total cash outlay for these transactions was
$131 million. These transactions were also undertaken
pursuant to Accentures Share Management Plan for
Accentures partners, former partners and their permitted
transferees and the acquisitions were undertaken pursuant to the
previously mentioned board of directors authorization.

On September 29, 2003, also as part of its Share Management
Plan, Accenture closed an underwritten public offering of
Accenture Ltd Class A common shares. The offering was
comprised of 57,394,595 such shares newly issued by Accenture
Ltd and 24,605,405 of such shares offered by Accenture partners,
former partners and their permitted transferees. The price to
the public was $21.00 per share and the price net of the
underwriters discount of 2.85% was $20.40 per share.
Accenture Ltd received $1,171 million as a result of the
issuance of 57,394,595 shares newly issued by Accenture Ltd. On
September 30, 2003, the underwriters, in connection with
the underwritten public offering, exercised their option to
purchase an additional 12,300,000 newly issued Class A
common shares at the same price per share. On October 1,
2003, Accenture Ltd received $251 million as a result of
the issuance of the additional 12,300,000 newly issued shares.

On October 30, 2003, pursuant to a tender offer made to
Accenture SCA Class I shareholders, controlled subsidiaries
of Accenture Ltd redeemed or purchased an aggregate of
71,000,000 Accenture SCA Class I shares at a price of
$21.00 per share. At the same time, Accenture International
SARL purchased 816,561 Accenture Canada Holdings Inc.
exchangeable shares at a price of $21.00 per share. All
proceeds received by Accenture Ltd from the secondary offering
that concluded on September 29, 2003, and exercise of the
related underwriters option, as well as $45 million of the
$600 million previously authorized for acquisitions from
partners, former partners and their permitted transferees, were
utilized to make these redemptions and purchases.

55



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On November 14, 2003, Accenture Ltds board of
directors authorized an additional $150 million for the
purchase of Accenture Ltd Class A common shares from time
to time in the open market. Shares acquired in open-market
purchases by Accenture will continue to be used by the SECT to
provide shares for select Accenture employee benefits, including
equity awards to future partners. The Accenture Ltd board of
directors also authorized an additional $600 million for
use in connection with acquisitions of shares from partners,
former partners and their permitted transferees and for
acquisitions of certain Accenture Ltd Class A common shares
awarded to employees pursuant to restricted share units issued
in connection with our initial public offering.

Obligations and Commitments

As of August 31, 2003, we had the following obligations and
commitments to make future payments under contracts, contractual
obligations and commercial commitments:

|                                     |  |                        |           |  |                  |   |         |           |  |   |           |  |  |               |         |  |  |   |           | 
|------------------------------------ |  | ---------------------- | --------- |  | ---------------- | - | ------- | --------- |  | - | --------- |  |  | ------------- | ------- |  |  | - | --------- | 
|                                     |  |                       
|                                     |  | Payments due by period |          
|                                     |  |                        |          
|Contractual Cash Obligations         |  | Total                  |           |  | Less than 1 year |   |         | 1-3 years |  |   | 4-5 years |  |  | After 5 years |        
|                                     |  |                        |           |  |                  |   |         |           |  |   |           |  |  |               |        
|                                     |  |                       
|                                     |  | (in thousands)         |          
|Long-term debt                       |  | $                      | 16,617    |  |                  | $ | 2,662   |           |  | $ | 13,771    |  |  | $             | 184     |  |  | $ |          | 
|Operating leases                     |  |                        | 2,156,981 |  |                  |   | 261,212 |           |  |   | 420,212   |  |  |               | 336,637 |  |  |   | 1,138,920 | 
|Training facility services agreement |  |                        | 99,377    |  |                  |   | 33,710  |           |  |   | 49,417    |  |  |               | 16,250  |  |  |   |          | 
|Retirement obligations(a)            |  |                        | 314,825   |  |                  |   | 32,427  |           |  |   | 67,226    |  |  |               | 78,428  |  |  |   | 136,744   | 
|Other purchase commitments(b)        |  |                        | 405,593   |  |                  |   | 221,617 |           |  |   | 136,737   |  |  |               | 34,847  |  |  |   | 12,392    | 
|                                     |  |                        |           |  |                  |   |         |           |  |   |           |  |  |               |        
|Total                                |  | $                      | 2,993,393 |  |                  | $ | 551,628 |           |  | $ | 687,363   |  |  | $             | 466,346 |  |  | $ | 1,288,056 | 
|                                     |  |                        |           |  |                  |   |         |           |  |   |           |  |  |               |        



---

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | This represents projected payments under our
    Basic Retirement Benefit and Early Retirement Plans. Both of
    these plans are unfunded and as such we pay these benefits
    directly. These plans were eliminated for active partners after
    May 15, 2001.                                                                                                                                                              
|(b) | Other purchase commitments include, among other
    things, information technology, software support and maintenance
    obligations as well as other obligations in the ordinary course
    of business where we cannot cancel or would be required to pay a
    termination fee in the event of cancellation. Amounts shown do
    not include recourse we may have to recover termination fees or
    penalties from clients.

Off-Balance Sheet Arrangements

We have various agreements in which we may be obligated to
indemnify the other party with respect to certain matters.
Generally, these indemnification clauses are included in
contracts arising in the normal course of business under which
we customarily agree to hold the other party harmless against
losses arising from a breach of representations related to such
matters as title to assets sold and licensed or certain
intellectual property rights. Payment by us under such
indemnification clauses is generally conditioned on the other
party making a claim that is subject to challenge by us and
dispute resolution procedures specified in the particular
contract. Further, our obligations under these arrangements may
be limited in terms of time and/or amount, and in some
instances, we may have recourse against third parties for
certain payments made by us. It is not possible to predict the
maximum potential amount of future payments under these
indemnification agreements due to the conditional nature of our
obligations and the unique facts of each particular agreement.
Historically, payments made by us under these agreements have
not been material. As of August 31, 2003, we were not aware
of any indemnification agreements that would require material
payments.

As part of a new agreement to provide services to a group of
European clients for approximately seven years, we and each of
our two other consortium participants agreed to guarantee the
performance of each other consortium participant. As of
August 31, 2003, under this arrangement, in the event of
performance default by one or both of the other consortium
participants, we could be liable to the clients up to a maximum
of $163 million for damages incurred and penalties. There
are

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We have entered into contracts with certain non-U.S. government
agencies whereby we have joint and several liability with our
consortium participants. Under these arrangements, we could be
liable to our clients for any default of our consortium
participants. As of August 31, 2003, the total value of
work to be performed by our consortium participants was
$22 million. We have recourse against our consortium
participants for the full amount of any payment made to a client
as a result of a performance default by the other consortium
participants.

We are not aware of any material variable interest entities.

Newly Issued Accounting Standards

In November 2002, the Emerging Issues Task Force
(EITF) issued a final consensus on Issue 00-21,
Accounting for Revenue Arrangements with Multiple
Deliverables. In May 2003, the EITF issued additional
interpretive guidance regarding the application of
Issue 00-21. Issue 00-21 provides guidance on how and
when to recognize revenues on arrangements requiring delivery of
more than one product or service. Issue 00-21 is effective
prospectively for arrangements entered into in fiscal periods
beginning after June 15, 2003. Companies may also elect to
apply the provisions of Issue 00-21 to existing
arrangements and record the income statement impact as the
cumulative effect of a change in accounting principle.

Effective September 1, 2003, we adopted Issue 00-21 on
a prospective basis. The company will continue to account for
contracts signed on or before August 31, 2003, under the
previous Generally Accepted Accounting Principles. Beginning on
September 1, 2003, we began accounting for all new
contracts in accordance with Issue 00-21, potentially
changing the timing of revenue recognition and affecting margins
in some situations, depending on our ability to structure
contracts to accommodate the requirements of Issue 00-21.

If we had applied Issue 00-21 in the past, diluted earnings
per share would have been approximately $0.02 lower in fiscal
2003 and $0.01 lower in fiscal 2002, and we would have reported,
cumulatively, approximately $114 million less in revenues
before reimbursements, of which $65 million relates to
fiscal 2003, $35 million relates to fiscal 2002, and
$14 million relates to fiscal 2001; and $54 million
less in operating income, of which $33 million relates to
fiscal 2003, $15 million relates to fiscal 2002, and
$6 million relates to fiscal 2001. We believe that the
impact of Issue 00-21 will continue to be modest going
forward because we plan to structure our new client agreements
taking into consideration the new rules. However, should we sign
a larger number of business transformation outsourcing
agreements with clients, there could be a greater delay in
revenue recognition and an increased effect on margins.

In May 2003, the EITF reached a consensus on
Issue 01-08, Determining Whether an Arrangement
Contains a Lease. Issue 01-08 provides guidance on
how to determine whether an arrangement contains a lease that is
within the scope of FASB Statement No. 13, Accounting
for Leases. The guidance in Issue 01-08 is based on
whether the arrangement conveys to the purchasers
(lessee) the right to use a specific asset. Issue 01-08 was
effective for arrangements entered into or modified beginning in
the fourth quarter of fiscal 2003. Issue 01-08 did not have
a material impact on our consolidated financial position and
results of operations.

In May 2003, the FASB issued Statement No. 150
(SFAS 150), Accounting for Certain
Financial Instruments with Characteristics of both Liabilities
and Equity. SFAS 150 establishes

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ITEM 7A.     QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Risk

We are exposed to foreign currency risk in the ordinary course
of business. We hedge cash flow exposures for our major
countries using a combination of forward and option contracts.
These instruments are generally short-term in nature, with
typical maturities of less than one year. From time to time, we
enter into forward or option contracts of a long-term nature.

For purposes of specific risk analysis, we use sensitivity
analysis to determine the effects that market risk exposures may
have on the fair value of our hedge portfolio. The foreign
currency exchange risk is computed based on the market value of
future cash flows as affected by the changes in the rates
attributable to the market risk being measured. The sensitivity
analysis represents the hypothetical changes in value of the
hedge position and does not reflect the opposite gain or loss on
the underlying transaction. As of August 31, 2003, a 10%
decrease in the levels of foreign currency exchange rates
against the U.S. dollar with all other variables held constant
would have resulted in a decrease in the fair value of our
financial instruments of $6.0 million, while a 10% increase
in the levels of foreign currency exchange rates against the
U.S. dollar would have resulted in an increase in the fair value
of our financial instruments of $6.0 million. As of
August 31, 2002, a 10% decrease in the levels of foreign
currency exchange rates against the U.S. dollar with all other
variables held constant would have resulted in a decrease in the
fair value of our financial instruments of $1.5 million,
while a 10% increase in the levels of foreign currency exchange
rates against the U.S. dollar would have resulted in an increase
in the fair value of our financial instruments of
$1.5 million.

Interest Rate Risk

The interest rate risk associated with our borrowing and
investing activities at August 31, 2003 is not material in
relation to our consolidated financial position, results of
operations or cash flows. While we may do so in the future, we
have not used derivative financial instruments to alter the
interest rate characteristics of our investment holdings or debt
instruments.

Equity Price Risk

We hold marketable equity securities that are subject to market
price volatility. Marketable equity securities include common
stock, warrants and options. Our investment portfolio includes
warrants and options in both publicly traded and privately held
companies. Warrants in public companies and those that can be
net share settled in private companies are deemed derivative
financial instruments and are recorded on our consolidated
balance sheet at fair value. The privately held investments are
inherently risky because the markets for the technologies or
products they develop are less established than those of most
publicly traded companies and we may be unable to liquidate our
investments if desired. Since September 1, 2000, warrants
have been deemed derivative financial instruments by
SFAS 133. As such, they are recorded on the balance sheet
at fair value with unrealized gains or losses recorded on the
income statement. As of August 31, 2003, we owned
marketable equity securities totaling $31 million. We have
entered into forward contracts to offset the equity price risks
associated with $12 million of options and $7 million
of shares included in our

58



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The following analysis presents the hypothetical change in the
fair value of our marketable equity securities at
August 31, 2003 and 2002, assuming the same hypothetical
price fluctuations of plus or minus 10%, 20% and 30%.

|                                                                             |  |                             |        |  |            |   |                          |                             |  |   |        |  |  |      |        |  |      |   |        |      |  |   |        |  |  |   |        | 
|---------------------------------------------------------------------------- |  | --------------------------- | ------ |  | ---------- | - | ------------------------ | --------------------------- |  | - | ------ |  |  | ---- | ------ |  | ---- | - | ------ | ---- |  | - | ------ |  |  | - | ------ | 
|                                                                             |  |                             |        |  |            |  
|                                                                             |  | Valuation of investments    |        |  |            |   | Valuation of investments |                            
|                                                                             |  | assuming indicated decrease |        |  | August 31, |   |                          | assuming indicated increase | 
|                                                                             |  |                             |        |  | 2003 fair  |   |                          |                             | 
|                                                                             |  | -30%                        |        |  | -20%       |   |                          | -10%                        |  |   | value  |  |  | +10% |        |  | +20% |   |        | +30% | 
|                                                                             |  |                             |        |  |            |   |                          |                             |  |   |        |  |  |      |        |  |      |   |        |      | 
|                                                                             |  |                            
|                                                                             |  | (in thousands)              |       
|Marketable Equity Securities and Warrants Deemed
    Derivatives by SFAS 133 |  | $                           | 21,812 |  |            | $ | 24,928                   |                             |  | $ | 28,044 |  |  | $    | 31,160 |  |      | $ | 34,276 |      |  | $ | 37,392 |  |  | $ | 40,508 | 

|                                                                             |  |                             |        |  |            |   |                          |                             |  |   |        |  |  |      |        |  |      |   |        |      |  |   |        |  |  |   |        | 
|---------------------------------------------------------------------------- |  | --------------------------- | ------ |  | ---------- | - | ------------------------ | --------------------------- |  | - | ------ |  |  | ---- | ------ |  | ---- | - | ------ | ---- |  | - | ------ |  |  | - | ------ | 
|                                                                             |  |                             |        |  |            |  
|                                                                             |  | Valuation of investments    |        |  |            |   | Valuation of investments |                            
|                                                                             |  | assuming indicated decrease |        |  | August 31, |   |                          | assuming indicated increase | 
|                                                                             |  |                             |        |  | 2002 fair  |   |                          |                             | 
|                                                                             |  | -30%                        |        |  | -20%       |   |                          | -10%                        |  |   | value  |  |  | +10% |        |  | +20% |   |        | +30% | 
|                                                                             |  |                             |        |  |            |   |                          |                             |  |   |        |  |  |      |        |  |      |   |        |      | 
|                                                                             |  |                            
|                                                                             |  | (in thousands)              |       
|Marketable Equity Securities and Warrants Deemed
    Derivatives by SFAS 133 |  | $                           | 21,067 |  |            | $ | 24,077                   |                             |  | $ | 27,086 |  |  | $    | 30,096 |  |      | $ | 33,106 |      |  | $ | 36,115 |  |  | $ | 39,125 | 



|        |                                            
|------- | -------------------------------------------
|ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See the index included on page F-1, Index to Consolidated
Financial Statements.



|        |                                                 
|------- | ------------------------------------------------
|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE


None.

ITEM 9A.     CONTROLS AND
PROCEDURES

Based on their evaluation as of a date as of the end of the
period covered by this Annual Report on Form 10-K, the
chief executive officer and the chief financial officer of
Accenture Ltd have concluded that Accenture Ltds
disclosure controls and procedures (as defined in
Rule 13a-15(e) under the Exchange Act) are effective to
ensure that information required to be disclosed by Accenture
Ltd in the reports that it files or submits under the Exchange
Act is recorded, processed, summarized and reported, within the
time periods specified in the SECs rules and forms.

There has been no significant change in Accenture Ltds
internal control over financial reporting that occurred during
the fourth fiscal quarter that has materially affected, or is
reasonably likely to materially affect, Accenture Ltds
internal control over financial reporting.

Implementation of the transition of certain of our business and
financial systems to new platforms is ongoing. We continue to
monitor resource and personnel requirements to ensure that our
internal controls are not adversely affected during this
transition.

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PART III




ITEM 10.     DIRECTORS AND EXECUTIVE
OFFICERS OF THE REGISTRANT


Directors and Executive Officers

|                       |  |     |    |       |           |  |    |                             |  |                                                                      
|---------------------- |  | --- | -- | ----- | --------- |  | -- | --------------------------- |  | ---------------------------------------------------------------------
|                       |  |     |    | Years |           |  |   
|                       |  |     |    | with  |           |  |   
|Name                   |  | Age |    |       | Accenture |  |    | Position with Accenture Ltd
|                       |  |     |    |       |           |  |    |                            
|Joe W. Forehand        |  |     | 55 |       |           |  | 31 |                             |  | Chief Executive Officer and Chairman of the Board
    of Directors   
|Stephan A. James       |  |     | 57 |       |           |  | 35 |                             |  | Chief Operating Officer  Capabilities and
    Director              
|Steven A. Ballmer      |  |     | 47 |       |           |  |   |                             |  | Director                                                             
|Dina Dublon            |  |     | 50 |       |           |  |   |                             |  | Director                                                             
|Karl-Heinz Flöther     |  |     | 51 |       |           |  | 24 |                             |  | Chief Executive  Financial Services
    Operating Group and Director
|Joel P. Friedman       |  |     | 55 |       |           |  | 32 |                             |  | Director                                                             
|William D. Green       |  |     | 50 |       |           |  | 25 |                             |  | Chief Operating Officer  Client Services
    and Director           
|Dennis F. Hightower    |  |     | 63 |       |           |  |   |                             |  | Director                                                             
|William L. Kimsey      |  |     | 61 |       |           |  |   |                             |  | Director                                                             
|Robert I. Lipp         |  |     | 65 |       |           |  |   |                             |  | Director                                                             
|Blythe J. McGarvie     |  |     | 46 |       |           |  |   |                             |  | Director                                                             
|Mark Moody-Stuart      |  |     | 63 |       |           |  |   |                             |  | Director                                                             
|Masakatsu Mori         |  |     | 56 |       |           |  | 34 |                             |  | Director                                                             
|Wulf von Schimmelmann  |  |     | 56 |       |           |  |   |                             |  | Director                                                             
|Carlos Vidal           |  |     | 49 |       |           |  | 28 |                             |  | Chairman, Partner Income Committee and Director                      
|R. Timothy S. Breene   |  |     | 54 |       |           |  | 8  |                             |  | Chief Strategy Officer                                               
|Joellin Comerford      |  |     | 51 |       |           |  | 26 |                             |  | Group Director  Sales Development                                   
|William C. Copacino    |  |     | 53 |       |           |  | 14 |                             |  | Chief Executive  Business Consulting
    Capability Group           
|Pamela J. Craig        |  |     | 46 |       |           |  | 24 |                             |  | Group Director  Business Operations and
    Services                
|Mark Foster            |  |     | 44 |       |           |  | 20 |                             |  | Chief Executive  Products Operating Group                           
|Gregg G. Hartemayer    |  |     | 50 |       |           |  | 27 |                             |  | Chief Executive  Technology &
    Outsourcing Capability Group      
|David R. Hunter        |  |     | 53 |       |           |  | 30 |                             |  | Chief Executive  Asia Pacific                                       
|Jose Luis Manzanares   |  |     | 51 |       |           |  | 28 |                             |  | Group Director  Client Services Operations                          
|Michael G. McGrath     |  |     | 57 |       |           |  | 30 |                             |  | Chief Risk Officer                                                   
|Gill Rider             |  |     | 49 |       |           |  | 24 |                             |  | Chief Leadership Officer                                             
|Stephen J. Rohleder    |  |     | 46 |       |           |  | 22 |                             |  | Chief Executive  Government Operating Group                         
|Douglas G. Scrivner    |  |     | 52 |       |           |  | 23 |                             |  | General Counsel and Secretary                                        
|David C. Thomlinson    |  |     | 47 |       |           |  | 17 |                             |  | Chief Executive  Resources Operating Group                          
|Diego Visconti         |  |     | 54 |       |           |  | 27 |                             |  | Chief Executive  Communications & High
    Tech Operating Group     
|Jackson L. Wilson, Jr. |  |     | 56 |       |           |  | 28 |                             |  | Chief Executive  Business Process
    Outsourcing                   
|Harry L. You           |  |     | 44 |       |           |  | 2  |                             |  | Chief Financial Officer                                              

60



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Joe W. Forehandhas been Chairman of the Board of
Directors since February 2001 and our Chief Executive Officer
since November 1999. He currently serves as Chairman of our
Management Committee, our Executive Committee and our Global
Leadership Council. From June 1998 to November 1999,
Mr. Forehand was responsible for our Communications &
High Tech operating group. Mr. Forehands current term
as director expires at the annual general meeting of
shareholders in 2005.

Stephan A. Jameshas been a director since
February 2001 and our Chief Operating Officer 
Capabilities since March 2003 (serving as Chief Operating
Officer from July 2000 to March 2003). From
November 1999 to June 2000, he was responsible for our
Resources operating group. From September 1997 to
October 1999, Mr. James was responsible for our
Financial Services operating group. Mr. James current
term as director expires at the annual general meeting of
shareholders in 2006.

Steven A. Ballmerhas been a director since
October 2001. He is chief executive officer and a director
of Microsoft Corp., the worlds leading manufacturer of
software for personal and business computing. Since joining
Microsoft in 1980, Mr. Ballmer has headed several Microsoft
divisions, including operations, operating systems development,
and sales and support. He was promoted to president in
July 1998 and was named CEO in January 2000, assuming
full management responsibility for the company.
Mr. Ballmers current term as director expires at the
annual general meeting of shareholders in 2006.

Dina Dublonhas been a director since October 2001.
She is executive vice president and chief financial officer of
J.P. Morgan Chase & Co., a leading global financial services
firm created by the merger of Chase Manhattan and J.P. Morgan
& Co. She has spent most of her professional career with
J.P. Morgan Chase & Co. and its predecessor merging firms,
starting as a trader. Prior to being named CFO, she held
numerous other positions, including senior vice president and
corporate treasurer, managing director of the Financial
Institutions Division, and senior vice president of corporate
finance. Ms. Dublon serves on the Compensation Committee of
the Board of Directors. Ms. Dublons current term as
director expires at the annual general meeting of shareholders
in 2006.

Karl-Heinz Flötherhas been a director since
June 2001 and our Chief Executive  Financial
Services Operating Group since December 1999. From
June 1998 to February 2000, he was the Country
Managing Partner of our Germany practice.
Mr. Flöthers current term as director expires at
the annual general meeting of shareholders in 2004.

Joel P. Friedmanhas been a director since June 2001
and our Chief Operating Officer  Business Process
Outsourcing since March 2003. He was Partner 
Corporate Development from November 2002 to
March 2003. From March 2002 to November 2002, he
was Managing General Partner  Accenture Technology
Ventures and from May 2001 to March 2002 he was
Managing General Partner  Accenture Technology
Ventures, Americas. From 1997 to 2000, he was responsible for
our Banking industry group globally. Mr. Friedmans
current term as director expires at the annual general meeting
of shareholders in 2005.

William D. Greenhas been a director since
June 2001, our Chief Operating Officer  Client
Services since March 2003 and our Country Managing
Director, United States since August 2000. He was our Chief
Executive  Communications & High Tech Operating
Group from December 1999 to March 2003. From
September 1997 to December 1999, Mr. Green was
responsible for our Resources operating group.
Mr. Greens current term as director expires at the
annual general meeting of shareholders in 2006.

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Dennis F. Hightowerwas appointed by the Board of
Directors in November 2003. During 2000 until his retirement in
2001, he served as Chief Executive Officer of Europe Online
Networks S.A., a Luxembourg-based Internet services provider.
From 1996 until 2000, Mr. Hightower was Professor of
Management at the Harvard Business School. Previously,
Mr. Hightower held executive positions at various
companies, including The Walt Disney Company, Russell Reynolds
Associates, Mattel, Inc. and General Electric Company.
Mr. Hightower is a director of Dominos Inc. and its
parent company, TISM, Inc., Northwest Airlines Corporation,
PanAmSat Corporation, The Gillette Company and The TJX
Companies, Inc. Mr. Hightower serves on the Compensation
Committee and the Nominating & Governance Committee of
the Board of Directors. Mr. Hightowers term as
director expires at the annual general meeting of shareholders
in 2007.

William L. Kimseywas appointed by the Board of Directors
in November 2003 to fill the vacancy created by the resignation
of Jackson L. Wilson, Jr. Mr. Kimsey has more than
30 years of experience with the public accounting firm of
Ernst & Young (and its predecessor Arthur
Young & Co.), including four years as its Global Chief
Executive Officer from 1998 to 2002. Mr. Kimsey is a
director of Western Digital Corporation and Royal Caribbean
Cruise Line Ltd. Mr. Kimsey serves on the Audit Committee
of the Board of Directors. Mr. Kimseys term as
director expires at the annual general meeting of shareholders
in 2004.

Robert I. Lipphas been a director since
October 2001. He is chairman and chief executive officer of
Travelers Property Casualty Corp. Until December 2000, he was
Vice Chairman and Member of the Office of the Chairman of
Citigroup, a director of Citigroup and CEO of Citigroups
Global Consumer Business. He joined Travelers Group in 1986 and
since 1993, he has held a number of senior positions there,
including the CEO and chairman title. From 1991 to 1993 he
served as CEO and chairman of CitiFinancial Credit Company.
Mr. Lipp is chairman of the board of directors at Travelers
Property Casualty Corp. and a director of Bank One Corporation.
Mr. Lipp serves on the Nominating & Governance
Committee of the Board of Directors. Mr. Lipps
current term as director expires at the annual general meeting
of shareholders in 2004.

Blythe J. McGarviehas been a director since
October 2001. She is president of Leadership for
International Finance, LLC, a private advisory firm focusing on
improving clients financial positions. Her firm
specializes in addressing the business challenges of and
providing global perspectives to U.S. and multinational
companies, primarily in the consumer goods and retail
industries. From July 1999 to December 2002, she was
executive vice president and chief financial officer of BIC
Group, one of the worlds leading manufacturers of
convenient disposable products. Prior to joining BIC, she was
senior vice president and CFO of Hannaford Bros. Co., a
supermarket retailer, for five years. She has also held senior
financial positions at Sara Lee Corp. and Kraft General Foods.
Ms. McGarvie is also a member of the board of directors of
The Pepsi Bottling Group, Inc. and Travelers Property Casualty
Corp. Ms. McGarvie serves as the Chairwoman of the Audit
Committee of the Board of Directors. Ms. McGarvies
current term as director expires at the annual general meeting
of shareholders in 2005.

Sir Mark Moody-Stuarthas been a director since
October 2001. The Board of Directors appointed Sir Mark
Moody-Stuart to become our Lead Outside Director in
November 2002. He is chairman of Anglo American plc, former
chairman of The Shell Transport and Trading Company and former
chairman of the Committee of Managing Directors of the Royal
Dutch/ Shell Group of Companies. He was managing director of
Shell Transport and a managing director of the Royal Dutch/
Shell Group of Companies, a major global oil and gas enterprise,
from 1991 to 2001. Sir Moody-Stuart is a director of Anglo
American plc, HSBC Holdings PLC and Shell Transport &
Trading PLC. Sir Moody-Stuart serves as Chairman of the
Compensation Committee of the Board of Directors.

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Masakatsu Morihas been a director since June 2001.
He is chairman of Accenture Japan Ltd. From 1989 to
March 2003, Mr. Mori was the Country Managing Partner
of our Japan practice. Mr. Moris current term as
director expires at the annual general meeting of shareholders
in 2005.

Wulf von Schimmelmannhas been a director since
October 2001. He is chief executive officer of Deutsche
Postbank AG, Germanys largest independent retail bank and
among the largest commercial banks in the German market. He is
also a member of the board of directors of Deutsche Post World
Net Group. Mr. von Schimmelmann serves on the Audit
Committee and as Chairman of the Nominating &
Governance Committee of the Board of Directors. Mr. von
Schimmelmanns current term as director expires at the
annual general meeting of shareholders in 2004.

Carlos Vidalhas been a director since February 2003
and our Chair  Partner Income Committee since
March 2003. He also has served as our Managing
Partner  Financial Services, NEWS Operating Unit,
which includes the UK, Ireland, Italy, Greece, Eastern Europe,
Latin America, Spain and Portugal since 2000. In addition,
Mr. Vidal has been our Country Managing Director, Spain
since 1998 and Chairman of the Geographic Council for Spain,
Portugal, South Africa, Nigeria and Israel since 2000.
Mr. Vidals current term as director expires at the
annual general meeting of shareholders in 2006.

R. Timothy S. Breenehas been our Chief Strategy Officer
since March 2002. From March 2002 to March 2003,
he was our Chief Executive  Business Consulting
Capability Group. From August 2000 to March 2002 he
was Managing Partner  Global Service Lines. From
December 1999 to August 2000, he was responsible for
our capabilities development organization. From May 1998 to
January 2000, Mr. Breene was responsible for our
strategic services practice worldwide.

Joellin Comerfordhas been our Group Director 
Sales Development since March 2003. From
September 2002 to March 2003, she was managing partner
of Corporate Development in the Americas. From
September 2000 through August 2003, Ms. Comerford
was Managing Partner, Ventures & Alliances in our
Communications & High Tech operating group. From
September 1998 through August 2000, Ms. Comerford
was the Global Director of Sales for our Business Process
Management organization.

William C. Copacinohas been our Chief
Executive  Business Consulting Capability Group since
March 2003. From February 2000 to March 2003, he
was global managing partner of our Supply Chain Management
service line. From 1997 to February 2000, Mr. Copacino was
responsible for our strategic services practice in the United
States.

Pamela J. Craighas been our Group Director 
Business Operations & Services since March 2003.
She was our Managing Partner  Global Business
Operations from June 2001 to March 2003. From
February 2000 to June 2001, she was responsible for
our Media & Entertainment industry group globally and was
also a general partner in Accenture Technology Ventures Japan.
From August 1998 to November 2000, Ms. Craig was
responsible for our Media & Entertainment global operating
unit.

Mark Fosterhas been our Chief Executive 
Products Operating Group since March 2002. From
September 2000 to March 2002 he was responsible for
our Products operating group in Europe. From August 1999 to
September 2000 Mr. Foster was global managing partner
of our Automotive, Industrial and Travel &
Transportation industry groups. From May 1999 to
August 1999 he was the head of our
Pharmaceuticals & Medical Products client group in
Europe. From September 1997 to

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Gregg G. Hartemayerhas been our Chief
Executive  Technology & Outsourcing
Capability Group since March 2002. He was our Chief
Executive  Products Operating Group from
July 1998 to March 2002.

David R. Hunterhas been our Chief Executive 
Asia Pacific since March 2002 (continuing his role as
Managing Partner  Asia Pacific since April 2002). He
was Chief Executive  Government Operating Group from
September 1997 to March 2003.

Jose Luis Manzanareshas been our Group
Director  Client Service Operations since
March 2003. He was our Managing Partner  Global
Technology Solutions and Alliances from April 2002 to
March 2003, and our Managing Partner  Geographic
Services & CIO Organization from December 1999 to
April 2002. From September 1997 to December 1999, he
was responsible for competency-related operations across Europe,
the Middle East, Africa and India.

Michael G. McGrathhas been our Chief Risk Officer since
March 2002. He was our Capital Risk Officer from
November 2001 to March 2002. He was our Treasurer from
June 2001 to November 2001. From September 1997
to June 2001, Mr. McGrath was our Chief Financial
Officer.

Gill Riderhas been our Chief Leadership Officer since
March 2002. From July 2000 to March 2002,
Ms. Rider had responsibility for our Resources operating
unit in Europe, the Middle East, Africa and Latin America. From
1999 to 2000 she was chairman of our UK and Ireland geographic
unit. From 1996 to 1999 she had operational responsibility for
our Utilities group in Europe and South Africa.

Stephen J. Rohlederhas been our Chief
Executive  Government Operating Group since
March 2003. From March 2000 to March 2003, he was
managing partner of our Government operating group in the United
States. From March 1997 to March 2000, he was managing
partner of our U.S. federal operating unit.

Douglas G. Scrivnerhas been our General Counsel and
Secretary since January 1996 and Compliance Officer since
September 2001.

David C. Thomlinsonhas been our Chief
Executive  Resources Operating Group since
June 2003. From April 2002 to April 2003, he was
managing partner of our Resources operating group in the EMEA
region (encompassing Europe, the Middle East and Africa) and in
Latin America. From April 2001 to April 2002, he was
managing partner of the North America Utilities client group.
From 1998 to April 2001, Mr. Thomlinson was
responsible globally for the lines of business operations within
the utilities industry group and managing partner for the
utilities industry group in the EMEA region.

Diego Viscontihas been our Chief Executive 
Communications & High Technology Operating Group since
March 2003 and has been responsible for our
Communications & High Tech operating unit in Europe and
Latin America since 1995. From 1997 until May 2002, he was
also the Country Managing Partner of our Italy practice.

Jackson L. Wilson, Jr.has been our Chief
Executive  Business Process Outsourcing since
March 2003. He was a member of our Board of Directors from
June 2001 to November 2003. He was also our Corporate
Development Officer from February 2001 to March 2003
and the Managing General Partner  Accenture
Technology Ventures from November 1999 to March 2002.
From June 1997 to November 1999, he was responsible
for our operating groups.

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Harry L. Youhas been our Chief Financial Officer since
June 2001. From March 1996 to June 2001, he was a
Principal in the General Industrial Group and then a Managing
Director at Morgan Stanley, responsible for the Computer and
Business Services Group in the Investment Banking Division.

Executive Changes

Arnaud Andréserved as Managing Partner 
People Matters & Enablement during the fiscal year
ended August 31, 2003. He has now assumed a new role with
our Human Performance service line.

Mary A. Tolanserved as our Corporate Development Officer
since June 2003. She will be departing Accenture to assume
the duties of chief executive officer of a private company in
November 2003.

Audit Committee

The Audit Committee, which has been established in accordance
with Section 3(a)(58)(A) of the Securities and Exchange Act
of 1934, as amended, consists of three of our nonemployee
directors. In fiscal 2003, the individuals who served on the
Audit Committee were Blythe J. McGarvie, who acted as
chairwoman of the committee, Robert I. Lipp and Wulf von
Schimmelmann. The Board of Directors had determined that each of
these committee members met the independence standards set forth
in Accentures Corporate Governance Guidelines, as well as
the current independence and financial experience requirements
of the New York Stock Exchange. In addition, the Board
determined that Ms. McGarvie was a financial
expert within the meaning of the current rules of the
Securities and Exchange Commission. In November 2003, the
composition of the Audit Committee changed. The committee
members are Blythe J. McGarvie, who is chairwoman of the
committee and continues to be the financial expert
of the committee, William Kimsey and Wulf von Schimmelmann. The
Board has determined that each of the committee members meets
the independence standards set forth in Accentures
Corporate Governance Guidelines, as well as the current
independence and financial experience requirements of the New
York Stock Exchange.

Section 16(a) Beneficial Ownership Reporting
Compliance

Under the federal securities laws, our directors, executive
officers and 10% shareholders are required within a
prescribed period of time to report to the Securities and
Exchange Commission transactions and holdings in Accenture Ltd
Class A common shares and Class X common shares. Our
directors and executive officers are also required to report
transactions and holdings in Accenture SCA Class I common
shares. Based solely on a review of the copies of such forms
received by us and on written representations from certain
reporting persons that no annual corrective filings were
required for those persons, we believe that during fiscal year
fiscal 2003 all these filing requirements were timely
satisfied.

Disclosure of Amendments to, or Waivers From, our Code of
Business Ethics relating to Directors and Executive Officers

If our Board of Directors grants any waivers from our Code of
Business Ethics to any of our directors or executive officers,
or if we amend our Code of Business Ethics, we will disclose
these matters through the Investor Relations section of our
website (http://www.accenture.com/investor/).

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|         |                       
|-------- | ----------------------
|ITEM 11. | EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth, for fiscal 2003,
fiscal 2002 and fiscal 2001, the compensation for such
periods for our chief executive officer and for each of our four
most highly compensated executive officers, other than the chief
executive officer, serving as executive officers at the end of
fiscal 2003. These five persons are referred to,
collectively, as the Named Executive Officers.

|                       |                             |      |      |           |     |  |           |              |  |              |            |        |            |            |   |         |           |  |              |     |  |  |   |   |  |  |   |   | 
|---------------------- | --------------------------- | ---- | ---- | --------- | --- |  | --------- | ------------ |  | ------------ | ---------- | ------ | ---------- | ---------- | - | ------- | --------- |  | ------------ | --- |  |  | - | - |  |  | - | - | 
|                       |                             |      |      |           |     |  |           |              |  | Restricted   |            |        | Securities |            |   |        
|                       |                             |      |      |           |     |  |           | Other Annual |  |              | Share Unit |        |            | Underlying |   |         | All Other | 
|                       |                             |      |      | Salary(1) |     |  | Bonus     |              |  | Compensation |            |        | Award(s)   |            |   | Options |           |  | Compensation |    
|                       |                             | Year |      |           | ($) |  |           | ($)          |  |              | ($)        |        |            | ($)        |   |         | (#)       |  |              | ($) | 
|                       |                             |      |      |           |     |  |           |              |  |              |            |        |            |            |   |         |           |  |              |     | 
|Joe W. Forehand        |                             |      | 2003 |           |     |  | 2,112,000 |              |  |              | 94,240     |        |            |            |  |         |           |  |             |     |  |  |  |   |  |  |  |  
|                       | Chief Executive Officer and |      |      | 2002      |     |  |           | 2,112,000    |  |              |            | 40,624 |            |            |   |        |           |  |              |    |  |  |   |  |  |  |   |  | 
|                       | Chairman of the Board of    |      |      | 2001      |     |  |           | 5,294,095    |  |              |            |       |            |            |   |        |           |  |              |    |  |  |   |  |  |  |   |  | 
|                       | Directors                   |      |      |           |     |  |           |              |  |              |            |        |            |            |   |         |           |  |              |     |  |  |   |   |  |  |   |   | 
|Stephan A. James       |                             |      | 2003 |           |     |  | 1,782,000 |              |  |              | 79,515     |        |            |            |  |         |           |  |             |     |  |  |  |   |  |  |  |  
|                       | Chief Operating Officer    |      |      | 2002      |     |  |           | 1,782,000    |  |              |            | 34,277 |            |            |   |        |           |  |              |    |  |  |   |  |  |  |   |  | 
|                       | Capabilities and Director   |      |      | 2001      |     |  |           | 4,476,101    |  |              |            |       |            |            |   |        |           |  |              |    |  |  |   |  |  |  |   |  | 
|Jackson L. Wilson, Jr. |                             |      | 2003 |           |     |  | 1,716,000 |              |  |              | 81,777     |        |            |            |  |         |           |  |             |     |  |  |  |   |  |  |  |  
|                       | Chief Executive  Business  |      |      | 2002      |     |  |           | 1,848,000    |  |              |            | 35,546 |            |            |   |        |           |  |              |    |  |  |   |  |  |  |   |  | 
|                       | Process Outsourcing         |      |      | 2001      |     |  |           | 4,395,697    |  |              |            |       |            |            |   |        |           |  |              |    |  |  |   |  |  |  |   |  | 
|Michael G. McGrath     |                             |      | 2003 |           |     |  | 1,716,000 |              |  |              | 76,570     |        |            |            |  |         |           |  |             |     |  |  |  |   |  |  |  |  
|                       | Chief Risk Officer          |      |      | 2002      |     |  |           | 1,716,000    |  |              |            | 33,007 |            |            |   |        |           |  |              |    |  |  |   |  |  |  |   |  | 
|                       |                             |      | 2001 |           |     |  | 4,309,092 |              |  |              |           |        |            |            |  |         |           |  |             |     |  |  |  |   |  |  |  |  
|William D. Green       |                             |      | 2003 |           |     |  | 1,518,000 |              |  |              | 67,735     |        |            |            |  |         |           |  |             |     |  |  |  |   |  |  |  |  
|                       | Chief Operating Officer    |      |      | 2002      |     |  |           | 1,518,000    |  |              |            | 29,199 |            |            |   |        |           |  |              |    |  |  |   |  |  |  |   |  | 
|                       | Client Services             |      |      | 2001      |     |  |           | 3,317,096    |  |              |            |       |            |            |   |        |           |  |              |    |  |  |   |  |  |  |   |  | 



---

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Amounts in the table for periods prior to the
    consummation of Accentures transition to a corporate
    structure on May 31, 2001 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. For the period
    subsequent to May 31, 2001, amounts in this table reflect
    the salary actually paid to the Named Executive Officers.

Compensation Committee Interlocks and Insider
Participation

For fiscal 2003, our partners compensation, including
the compensation of our executive officers, was determined based
on the unit level of the individual partner. At the
beginning of fiscal 2003, a partners income
committee, consisting of our chief executive officer and
59 partners he appointed, reviewed evaluations and
recommendations concerning the performance of partners and
determined relative levels of compensation, or unit allocation.
Based on its review, the committee prepared a partners
income plan, which will be submitted to the partners for their
approval. Following approval, the plan will be submitted to the
board of directors as a recommendation with respect to the unit
allocation of the chief executive officer and the other
principal executive officers of Accenture Ltd.

As part of Accentures budgeting process, the board of
directors approves budgeted amounts for Accentures results
and cash compensation to the partners, with each partner
receiving his or her compensation based on his or her unit
allocation. Accenture pays a portion of the total budgeted
compensation to partners as a fixed component of compensation
and may pay the remainder of the budgeted amount, or more, as a
bonus based on actual operating results compared to budgeted
amounts.

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Sir Moody-Stuart, Mr. Green and Ms. Dublon served
as members of the compensation committee in fiscal 2003.
Mr. Green is an executive officer of Accenture Ltd. For
additional information regarding a previous, but no longer
outstanding, advance made by Accenture to Mr. Green, see
Certain Transactions and Relationships 
Advances to Partners.

Compensation of Outside Directors

No director who is an Accenture employee receives additional
compensation for serving as a director. Except as noted below,
each director who is not an employee of Accenture Ltd or its
subsidiaries receives an annual retainer of $50,000, which may
be deferred in whole or in part, through receipt of fully-vested
restricted share units; an initial grant of an option to
purchase 25,000 Class A common shares upon election to
the board of directors; and an annual grant of an option to
purchase 10,000 Class A common shares. Each grant of
options vests fully after one year (or sooner upon death,
disability or involuntary termination, or removal from the board
of directors) and generally expires after 10 years. Mark
Moody-Stuart has received an additional annual retainer of
$125,000 for his service as Lead Outside Director.
Steven A. Ballmer has elected not to receive any
compensation for his service as a director.

In addition, each member of our Audit Committee receives
additional cash compensation of $5,000 each year for his or her
service on the Audit Committee, except that the chairperson of
the Audit Committee receives additional cash compensation each
year of $10,000.

Employment Contracts

Each of our Chief Executive Officer and our four most highly
compensated Named Executive Officers has entered into an annual
employment agreement which is renewed automatically each year.
The employment agreements, which are standard employment
contracts for Accenture partners, provide that these executive
officers will receive compensation as determined by Accenture.
Pursuant to the employment agreements, each of the executive
officers has also entered into a non-competition agreement
whereby each has agreed that, for a specified period, he or she
will not (1) associate with and engage in competing
services for any competitive enterprise or (2) solicit or
assist any other entity in soliciting any client or prospective
client for the purposes of providing competing services, perform
competing services for any client or prospective client, or
interfere with or damage any relationship between us and a
client or prospective client. In addition, each of these
executive officers has agreed that for the restricted period he
or she will not solicit or employ any Accenture employee or any
former employee who ceased working for us within an
eighteen-month period before or after the date on which the
executive officers employment with us or our affiliates
terminated.

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|         |                                                                   
|-------- | ------------------------------------------------------------------
|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
    MANAGEMENT

Beneficial Ownership of More than Five Percent

As of October 31, 2003, the only persons known by us to be
beneficial owners of more than five percent of Accenture
Ltds Class A common shares or Class X common
shares were as follows:

|                                                                                                                                                        |  |                       |             |  |                       |  |      |                     |  |  |              |  |  |                     |      |   |  |  |       | 
|------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------- | ----------- |  | --------------------- |  | ---- | ------------------- |  |  | ------------ |  |  | ------------------- | ---- | - |  |  | ----- | 
|                                                                                                                                                        |  |                       |             |  |                       | 
|                                                                                                                                                        |  | Accenture Ltd Class A |             |  | Accenture Ltd Class X |  |      |                    
|                                                                                                                                                        |  | common shares         |             |  | common shares         |  |      | Percentage of       | 
|                                                                                                                                                        |  |                       |             |  |                       |  |      | the total number of | 
|                                                                                                                                                        |  | shares                |             |  | % of shares           |  |      | shares              |  |  | % of shares  |  |  | Class A and Class X |     
|                                                                                                                                                        |  | beneficially          |             |  | beneficially          |  |      | beneficially        |  |  | beneficially |  |  | common shares       |     
|Name and Address of Beneficial Owner                                                                                                                    |  | owned                 |             |  | owned                 |  |      | owned               |  |  | owned        |  |  | beneficially owned  |     
|                                                                                                                                                        |  |                       |             |  |                       |  |      |                     |  |  |              |  |  |                     |     
|Parties to the voting provisions of the
    Voting Agreement
    c/o Accenture Ltd
    Canons Court, 22 Victoria Street
    Hamilton HM12, Bermuda (1) |  |                       | 120,322,607 |  |                       |  | 23.9 | %                   |  |  | 239,663,772  |  |  |                     | 55.7 | % |  |  | 38.5% | 
|Stichting Naritaweg I
    Naritaweg 155
    1043 BW Amsterdam
    The Netherlands                                                                       |  |                       |            |  |                       |  |     |                     |  |  | 26,032,431   |  |  |                     | 6.0  | % |  |  | 2.8%  | 
|Stichting Naritaweg II
    Naritaweg 155
    1043 BW Amsterdam
    The Netherlands                                                                      |  |                       |            |  |                       |  |     |                     |  |  | 29,670,595   |  |  |                     | 6.9  | % |  |  | 3.2%  | 
|Wellington Management Co. LLP
    75 State Street
    Boston, Massachusetts 02109                                                                       |  |                       | 35,543,454  |  |                       |  | 7.0  | %                   |  |  |             |  |  |                     |     |   |  |  | 3.8%  | 



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|    |                                                                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Each party to the Voting Agreement disclaims
    beneficial ownership of the shares subject to the Voting
    Agreement owned by any other party to the agreement. See
    Certain Transactions and Relationships 
    Accenture Ltd Voting Agreement.

Two Dutch foundations, Stichting Naritaweg I and
Stichting Naritaweg II, hold Accenture Ltd Class X
common shares that would otherwise have been held by some of our
partners. These foundations shares will be voted in any
vote of Accenture Ltd shareholders in accordance with the
preliminary vote taken by our partners, although the foundations
will not participate in the preliminary vote. See Certain
Transactions and Relationships  Accenture Ltd Voting
Agreement below for a discussion of the preliminary vote.

As of October 31, 2003, Accenture SCA, the Accenture Stock
Employee Compensation Trust and certain wholly-owned
subsidiaries of Accenture SCA and Accenture Ltd directly and
indirectly beneficially owned an aggregate of
26,159,906 Accenture Ltd Class A common shares, or
5.0% of the outstanding Class A common shares. Accenture
SCA, these subsidiaries and the Accenture Stock Employee
Compensation Trust expect to exercise their power to vote or
direct the vote of the Class A common shares beneficially
owned by them in a manner which will have no impact on the
outcome of any vote of the shareholders of Accenture Ltd.

Security Ownership of Directors and Executive Officers

The following table sets forth, as of October 31, 2003,
information regarding beneficial ownership of Accenture Ltd
Class A common shares and Class X common shares and of
Accenture SCA Class I common shares held by (1) each
of our directors and executive officers named in the Summary
Compensation table in this Annual Report on Form 10-K and
(2) all of our directors and executive officers as a group.
To our knowledge, except as otherwise indicated, the persons or
entities listed

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|                                                                                    |                                  |                       |            |              |                       |  |      |                       |      |  |                   |         |  |              |      |    |                 |  |            |                     |  |  |      |     |   |  |      |      |  
|----------------------------------------------------------------------------------- | -------------------------------- | --------------------- | ---------- | ------------ | --------------------- |  | ---- | --------------------- | ---- |  | ----------------- | ------- |  | ------------ | ---- | -- | --------------- |  | ---------- | ------------------- |  |  | ---- | --- | - |  | ---- | ---- | -
|                                                                                    |                                  |                       |            |              |                       |  |      |                      
|                                                                                    |                                  | Accenture SCA Class I |            |              | Accenture Ltd Class A |  |      | Accenture Ltd Class X |      |  |                  
|                                                                                    |                                  | common shares         |            |              | common shares         |  |      | common shares         |      |  |                  
|                                                                                    |                                  |                       |            |              |                       |  |      |                       |      |  | Percentage of the |        
|                                                                                    |                                  |                       |            | % of         |                       |  |      |                       | % of |  |                   |         |  | % of         |      |    | total number of | 
|                                                                                    |                                  | shares                |            |              | shares                |  |      | shares                |      |  | shares            |         |  | shares       |      |    | shares          |  |            | Class A and Class X | 
|                                                                                    |                                  | beneficially          |            |              | beneficially          |  |      | beneficially          |      |  | beneficially      |         |  | beneficially |      |    | beneficially    |  |            | common shares       | 
|Name                                                                                |                                  | owned                 |            |              | owned                 |  |      | owned                 |      |  | owned             |         |  | owned        |      |    | owned           |  |            | beneficially owned  | 
|                                                                                    |                                  |                       |            |              |                       |  |      |                       |      |  |                   |         |  |              |      |    |                 |  |            |                     | 
|Directors, director nominees and named executive
    officers:                      |                                  |                       |            |              |                       |  |      |                       |      |  |                   |         |  |              |      |    |                 |  |            |                     |  |  |      |     |   |  |      |     
|                                                                                    | Joe W. Forehand (1)(2)(3)        |                       |            | 1,406,889(6) |                       |  |      | *                     | %    |  |                   | 1,000   |  |              |      |    | %               |  |            | 1,406,889           |  |  |      | *** | % |  |      | **** | %
|                                                                                    | Stephan A. James (1)(2)(3)       |                       |            | 1,148,676(7) |                       |  |      | *                     |      |  |                   |        |  |              |      | ** |                 |  |            | 1,148,676           |  |  |      | *** |   |  |      | **** |  
|                                                                                    | Steven A. Ballmer                |                       |            |             |                       |  |      | *                     |      |  |                   |        |  |              |      | ** |                 |  |            |                    |  |  |      | *** |   |  |      | **** |  
|                                                                                    | Dina Dublon (4)                  |                       |            |             |                       |  |      | *                     |      |  |                   | 39,603  |  |              |      | ** |                 |  |            |                    |  |  |      | *** |   |  |      | **** |  
|                                                                                    | Karl-Heinz Flöther
    (1)(2)    |                       |            |             |                       |  |      | *                     |      |  |                   | 741,079 |  |              |      | ** |                 |  |            |                    |  |  |      | *** |   |  |      | **** |  
|                                                                                    | Joel P. Friedman (1)(2)(3)       |                       |            | 718,930      |                       |  |      | *                     |      |  |                   |        |  |              |      | ** |                 |  |            | 718,930             |  |  |      | *** |   |  |      | **** |  
|                                                                                    | William D. Green (1)(2)(3)       |                       |            | 832,031      |                       |  |      | *                     |      |  |                   |        |  |              |      | ** |                 |  |            | 832,031             |  |  |      | *** |   |  |      | **** |  
|                                                                                    | Dennis F. Hightower              |                       |            |             |                       |  |      | *                     |      |  |                   |        |  |              |      | ** |                 |  |            |                    |  |  |      | *** |   |  |      | **** |  
|                                                                                    | William L. Kimsey                |                       |            |             |                       |  |      | *                     |      |  |                   |        |  |              |      | ** |                 |  |            |                    |  |  |      | *** |   |  |      | **** |  
|                                                                                    | Robert I. Lipp (4)               |                       |            |             |                       |  |      | *                     |      |  |                   | 175,372 |  |              |      | ** |                 |  |            |                    |  |  |      | *** |   |  |      | **** |  
|                                                                                    | Blythe J. McGarvie (4)           |                       |            |             |                       |  |      | *                     |      |  |                   | 39,603  |  |              |      | ** |                 |  |            |                    |  |  |      | *** |   |  |      | **** |  
|                                                                                    | Mark Moody-Stuart (4)            |                       |            |             |                       |  |      | *                     |      |  |                   | 41,229  |  |              |      | ** |                 |  |            |                    |  |  |      | *** |   |  |      | **** |  
|                                                                                    | Masakatsu Mori (1)(2)            |                       |            |             |                       |  |      | *                     |      |  |                   | 692,895 |  |              |      | ** |                 |  |            |                    |  |  |      | *** |   |  |      | **** |  
|                                                                                    | Wulf von Schimmelmann (5)        |                       |            |             |                       |  |      | *                     |      |  |                   | 35,000  |  |              |      | ** |                 |  |            |                    |  |  |      | *** |   |  |      | **** |  
|                                                                                    | Carlos Vidal (1)(2)(3)           |                       |            | 762,707      |                       |  |      | *                     |      |  |                   | 2,874   |  |              |      | ** |                 |  |            |                    |  |  |      | *** |   |  |      | **** |  
|                                                                                    | Jackson L. Wilson, Jr. (1)(2)(3) |                       |            | 906,595(8)   |                       |  |      | *                     |      |  |                   | 3,177   |  |              |      | ** |                 |  |            | 906,595             |  |  |      | *** |   |  |      | **** |  
|                                                                                    | Michael G. McGrath (1)(2)(3)     |                       |            | 823,229      |                       |  |      | *                     |      |  |                   |        |  |              |      | ** |                 |  |            | 823,229             |  |  |      | *** |   |  |      | **** |  
|All directors, director nominees and executive
    officers as a group (31 persons) |                                  |                       | 13,618,234 |              |                       |  | 1.4% |                       |      |  | 3,740,779         |         |  |              | 0.7% |    |                 |  | 11,382,521 |                     |  |  | 2.6% |     |   |  | 1.6% |     
|                                                                                    |                                  |                       |            |              |                       |  |      |                       |      |  |                   |         |  |              |      |    |                 |  |            |                     | 



---

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*    | Less than 1% of Accenture SCAs Class I
    common shares outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|**   | Less than 1% of Accenture Ltds Class A
    common shares outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|***  | Less than 1% of Accenture Ltds Class X
    common shares outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|**** | Less than 1% of the total number of Accenture
    Ltds Class A common shares and Class X common
    shares outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(1)  | c/o Accenture, 1661 Page Mill Road,
    Palo Alto, California 94304 USA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(2)  | Excludes the common shares subject to the voting
    agreement referred to below that are owned by other parties to
    the voting agreement. Each of Joe W. Forehand,
    Stephan A. James, Karl-Heinz Flöther, Joel P.
    Friedman, William D. Green, Masakatsu Mori, Carlos Vidal,
    Jackson L. Wilson, Jr. and Michael G. McGrath is a
    party to the Voting Agreement. Each of these individuals,
    however, disclaims beneficial ownership of the common shares
    subject to the voting agreement other than those specified above
    for him individually. See Certain Transactions and
    Relationships  Accenture Ltd Voting Agreement.
|(3)  | Subject to contractual transfer restrictions,
    Accenture SCA is obligated, at the option of the holder of its
    shares and at any time, to redeem any outstanding Accenture SCA
    Class I common shares held by the holder. The redemption
    price per share generally is equal to the market price of an
    Accenture Ltd Class A common share at the time of the
    redemption. Accenture SCA has the option to pay this redemption
    price with cash or by delivering Accenture Ltd Class A
    common shares on a one-for-one basis. Each time an                                                                                            

69



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|    |                                                                                                                                                                                                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | Accenture SCA Class I common share is
    redeemed from a holder, Accenture Ltd has the option, and
    intends to, redeem an Accenture Ltd Class X common share
    from that holder, for a redemption price equal to the par value
    of the Accenture Ltd Class X common share, or $.0000225.
|(4) | Includes 35,000 Accenture Ltd Class A
    common shares that could be acquired through the exercise of
    share options within 60 days from October 31, 2003.                                                                                                                                   
|(5) | Consists of 35,000 Accenture Ltd
    Class A common shares that could be acquired through the
    exercise of share options within 60 days from
    October 31, 2003.                                                                                                                            
|(6) | Includes 200,000 Accenture SCA Class I
    common shares held by a limited partnership in which
    Mr. Forehand has a beneficial interest that were
    transferred in accordance with our Family and Charitable
    Transfer Program.                                                          
|(7) | Includes 225,000 Accenture SCA Class I
    common shares held by a limited partnership in which
    Mr. James has a beneficial interest that were transferred
    in accordance with our Family and Charitable Transfer Program.                                                                 
|(8) | Includes 296,766 Accenture SCA Class I
    common shares held by a grantor retained annuity trust in which
    Mr. Wilson has a beneficial interest that were transferred
    in accordance with our Family and Charitable Transfer Program.                                                     

Equity Compensation Plan Information

The following table sets forth, as of August 31, 2003,
certain information related to our compensation plans under
which Accenture Ltd Class A common shares may be issued.

|                                                           |                                   |                                    |             |             |                              |     |     |                               |  |  |             |             |    
|---------------------------------------------------------- | --------------------------------- | ---------------------------------- | ----------- | ----------- | ---------------------------- | --- | --- | ----------------------------- |  |  | ----------- | ----------- | ---
|                                                           |                                   |                                    |             |             |                              | (c) |    
|                                                           |                                   | (a)                                |             |             | (b)                          |     |     | Number of shares remaining    | 
|                                                           |                                   | Number of shares to be issued upon |             |             | Weighted average exercise    |     |     | available for future issuance | 
|                                                           |                                   | exercise of outstanding options,   |             |             | price of outstanding         |     |     | (excluding securities         | 
|Plan category                                              |                                   | warrants and rights                |             |             | options, warrants and rights |     |     | reflected in 1st column)      | 
|                                                           |                                   |                                    |             |             |                              |     |     |                               | 
|Equity compensation plans approved by
    shareholders:    |                                   |                                    |             |             |                              |     |     |                               |  |  |             |            
|                                                           | 2001 Share Incentive Plan         |                                    |             | 119,500,382 | (1)                          |     | $   | 9.36                          |  |  |             | 212,652,840 |    
|                                                           | 2001 Employee Share Purchase Plan |                                    |             |            |                              |     |     | N/A                           |  |  |             | 55,697,490  | (2)
|Equity compensation plans not approved by
    shareholders |                                   |                                    |            |             |                              |     | N/A |                               |  |  |            |            
|                                                           |                                   |                                    |             |             |                              |     |     |                               | 
|Total                                                      |                                   |                                    | 119,500,382 |             |                              |     |     |                               |  |  | 268,350,330 |            
|                                                           |                                   |                                    |             |             |                              |     |     |                               | 



---

|    |                                                                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Comprising 75,599,090 options, with a
    weighted average exercise price of $14.80 per share, and
    43,901,292 restricted share units.                                                                                                                 
|(2) | Since August 31, 2003, an additional
    4,748,213 Accenture Ltd  Class A common shares were
    issued as of November 1, 2003 at the conclusion of the
    offering period under the 2001 Employee Share Purchase Plan
    that commenced on May 2, 2002.

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|         |                                       
|-------- | --------------------------------------
|ITEM 13. | CERTAIN TRANSACTIONS AND RELATIONSHIPS

Reorganization and Related Transactions

We completed a series of transactions during fiscal 2001
and fiscal 2002 in order to have Accenture assume a
corporate structure. The principal reorganization transactions
and related transactions are summarized below.



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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 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 Accenture Canada Holdings exchangeable shares in lieu
    of their interests in our local operations in those countries.
    Our partners elsewhere received 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.
|
| |  | In connection with our transition to a corporate structure, each
    partners paid-in capital was returned to that partner.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |  | We distributed to our partners earnings undistributed as of the
    date of the consummation of our transition to a corporate
    structure.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

Share Management Plan

We recognize the need to address three important objectives
related to the ownership of Accenture Ltd Class A common
shares: increased public float, broader ownership of the
Accenture Ltd Class A common shares and the orderly entry
of our shares into the market. We also recognize the needs of
our partners to diversify their portfolios and to achieve
additional liquidity over time. To balance these objectives, and
to effectively incent our current and future partners, since the
first half of fiscal 2002 we have implemented a number of
arrangements, which we refer to collectively as our Share
Management Plan, and which currently include the
components described below.

Common Agreements

Following are descriptions of the material terms of the
Accenture Ltd common agreement and the Accenture SCA common
agreement, the forms of which have been filed as exhibits to
this Annual Report on Form 10-K. As of October 31,
2003, over 3,200 of our partners and former partners, holding
over 577,500,000 Accenture Ltd Class A common shares,
Accenture SCA Class I common shares and Accenture Canada
Holdings exchangeable shares, including substantially all of
such shares held by our partners and former partners and
previously received by them in connection with our transition to
a corporate structure, have executed one or both of these common
agreements.



| |                               
| | ------------------------------
| | Accenture Ltd Common Agreement

Accenture Ltd and certain of the covered persons under the
voting agreement described below under
 Accenture Ltd Voting Agreement have
entered into a common agreement, and each other person who
becomes a partner in the future will be required to enter into
the common agreement,

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | to participate as a seller in underwritten public offerings,
    share purchases, sales or redemptions or other transactions, in
    each case as approved in writing by Accenture Ltd; and/or                                                                                                                                                                                                                                                              
|
| |  | to estate and/or tax planning vehicles, family members and
    charitable organizations that agree to become bound by transfer
    restrictions substantially similar to the terms of the common
    agreement and those described under  Accenture
    Ltd Voting Agreement  Transfer Restrictions
    below, in each case as approved in writing by Accenture Ltd as
    further described below under  Family and
    Charitable Transfer Program.

These limitations are not affected by a covered persons
retirement status but do terminate upon the death of the covered
person. Notwithstanding these limitations, a covered person may
(1) exchange Accenture Canada Holdings exchangeable shares
for Accenture Ltd Class A common shares and (2) pledge
his or her covered shares subject to the terms described under
 Accenture Ltd Voting Agreement 
Transfer Restrictions below.

Partners and former partners party to the voting agreement
continue to be subject to the voting agreement, whether or not
they enter into the Accenture Ltd Common Agreement.



| |                               
| | ------------------------------
| | Accenture SCA Common Agreement

Accenture SCA and certain of the covered persons under the
transfer rights agreement described below under
 Accenture SCA Transfer Rights Agreement
have entered into a common agreement under which each such
covered person agrees not to transfer any of his or her covered
shares under the transfer rights agreement until July 24,
2005, except:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | to participate as a seller in underwritten public offerings,
    share purchases, sales or redemptions or other transactions, in
    each case as approved in writing by Accenture SCA or Accenture
    Ltd; and/or                                                                                                                                                                                                                                                                   
|
| |  | to estate and/or tax planning vehicles, family members and
    charitable organizations that agree to become bound by transfer
    restrictions substantially similar to the terms of the common
    agreement and those described under  Accenture
    SCA Transfer Rights Agreement  Transfer
    Restrictions below, in each case as approved in writing by
    Accenture SCA or Accenture Ltd as further described below under
     Family and Charitable Transfer Program.

These limitations are not affected by a covered persons
retirement status but do terminate upon death of the covered
person. Notwithstanding these limitations, (1) a covered
person may redeem Accenture SCA Class I common shares,
provided that any securities that may be received by such
covered person in respect of such redemption shall be subject to
the above-described restrictions on transfer and (2) at any
time after May 31, 2004, a covered person may require
Accenture SCA to redeem his or her Class I common shares
for a redemption price per share generally equal to the lower of
the market price of an Accenture Ltd Class A common share
and $1, and (3) a covered person may pledge his or her
covered shares, in each case subject to the terms described
under  Accenture SCA Transfer Rights
Agreement  Transfer Restrictions below.

We expect that any transfers described above will be approved
under Accenture SCAs articles of association.

Partners and former partners party to the transfer rights
agreement continue to be subject to the transfer rights
agreement, whether or not they enter into the Accenture SCA
common agreement.

72



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Public Offerings

We have facilitated, and expect to facilitate in the future,
public offerings of Accenture Ltd Class A common shares by
Accenture Ltd, our partners, former partners and their permitted
transferees. Unless otherwise indicated in connection with any
such offering, we use the net proceeds from any sales by
Accenture Ltd of its Class A common shares to purchase or
redeem, as the case may be, Accenture SCA Class I common
shares and Accenture Canada Holdings exchangeable shares from
our partners, former partners and their permitted transferees
holding these shares. Since our initial public offering in July
2001, we have facilitated three such offerings, as well as
related purchases and redemptions, in which our partners, former
partners and their permitted transferees have directly or
indirectly sold or redeemed, as the case may be, approximately
61 million Accenture Ltd Class A common shares and
approximately 131 million Accenture SCA Class I common
shares and Accenture Canada Holdings exchangeable shares to
Accenture.

Family and Charitable Transfer Program

We have approved, and expect to approve in the future, certain
estate and/or tax planning strategies that allow the value of a
partners shares to be transferred directly or indirectly
through tax planning vehicles which may reduce estate, gift,
wealth or income taxes of either the partner or the recipient of
the shares. We believe that these strategies have been
implemented with minimal involvement or expense by Accenture.
Partners wishing to use these family and charitable transfers
are required to work with identified local tax and legal
advisors to assure that the transfers comply with
Accentures requirements.

We have imposed conditions on these transfers, such as requiring
that (1) any transferee be bound by transfer restrictions
substantially similar to the terms of the common agreements, the
voting agreement and/or the transfer rights agreement, as
applicable, (2) except as where expressly approved in
transactions where tax and/or estate planning purposes cannot
otherwise be achieved, sole voting power over transferred shares
be retained by partners, and (3) Accenture be indemnified
for any legal or tax liability arising from the use of the
family and charitable transfer. Family and charitable transfers
are only permitted to the extent that such transfers do not
impair the required collateral of shares previously pledged by
partners pursuant to the applicable non-competition agreement.

As of October 31, 2003 more than 16 million Accenture
Ltd Class A common shares, Accenture SCA Class I
common shares and Accenture Canada Holdings exchangeable shares
had been transferred in accordance with this program.

Quarterly Partner Share Transactions

Commencing in calendar year 2002, we permitted partners and
former partners who are bound by the common agreements, as well
as their permitted transferees who generally have agreed to
restrictions comparable to those in the common agreements, to
sell or redeem shares in quarterly transactions with us or third
parties at or below market prices. These quarterly transactions
have included, among others, sales of Accenture Ltd Class A
common shares in accordance with the manner of sale provisions
of Rule 144 under the Securities Act by those of our partners
and former partners holding these shares, as well as
redemptions, purchases and exchanges by Accenture of Accenture
SCA Class I common shares and Accenture Canada Holdings
exchangeable shares from our partners and former partners
holding these shares. These redemptions, purchases and exchanges
have been at ratable levels with the sales of the Class A
common shares by our partners, former partners and their
permitted transferees pursuant to Rule 144. To be eligible
for these opportunities,

73



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As of October 31, 2003 through these and other
transactions, our partners and former partners and their
permitted transferees have sold approximately 10 million
Accenture Ltd Class A common shares and sold or redeemed
approximately 23 million Accenture SCA Class I common
shares and Accenture Canada Holdings exchangeable shares to
Accenture.

Partner Payments

We have required certain of our partners, former partners and
their permitted transferees, any time they sell shares in
Accenture-approved underwritten public offerings, to pay to us
an amount equal to 3% of the gross proceeds from the sale of the
shares, less the amount of any underwriting discount. Similarly,
certain of our partners, former partners and their permitted
transferees participating in any quarterly share transactions
have been required to pay to us an amount equal to 3 1/2%
of the gross proceeds, less any brokerage costs. We have applied
these amounts to cover our expenses in connection with these
transactions, with the excess being applied to fund the share
employee compensation trust described below.

Accenture Stock Employee Compensation Trust

In order to preserve Accentures partnership culture and
sense of stewardship, we have created a share employee
compensation trust through which we acquire Accenture Ltd
Class A common shares to provide shares for select
Accenture employee benefits, such as equity awards to future
partners. In fiscal year 2003, Accenture Ltds board of
directors authorized an additional $150 million for use by
the Accenture Stock Employee Compensation Trust
(SECT) in acquiring Accenture Ltd Class A
common shares in open-market purchases. As of October 31,
2003, the SECT had purchased 24 million Accenture Ltd
Class A common shares in open-market purchases and
approximately 3 million of these shares have now been
awarded to employees in satisfaction of employee awards granted
under the Accenture Ltd 2001 Share Incentive Plan.

Future Possibilities

We have designed the common agreements with the flexibility to
accommodate changes and additions to the Share Management Plan.
We will continue to review other opportunities that are
compatible with the objectives of the Share Management Plan.

Accenture Ltd Voting Agreement

Following is a description of the material terms of the voting
agreement the form of which has been filed as an exhibit to this
Annual Report on Form 10-K.

Persons and Shares Covered

Accenture Ltd and each of our partners who owns Accenture Ltd
Class A common shares or Class X common shares have
entered into a voting agreement, and each other person who
becomes a partner will be required to enter into the voting
agreement. We refer to the parties to the voting agreement,
other than Accenture Ltd, as covered persons.

The Accenture Ltd shares covered by the voting provisions of the
voting agreement generally include (1) any Accenture Ltd
Class X common shares that are held by a partner,
(2) any Accenture Ltd Class A common shares
beneficially owned by a partner at the time in question and also
as of or

74



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Each partner elected after the initial public offering of the
Accenture Ltd Class A common shares in July 2001
agrees in the voting agreement to own at least 5,000 Accenture
Ltd Class A common shares by the end of the third year
after that covered person becomes a partner and to hold at least
that number of shares for so long as that covered person is a
partner.

Transfer Restrictions

By entering into the voting agreement, each covered person has
agreed, among other things, to:



| |   |                                                                                                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | except as described below, maintain beneficial ownership of his
    or her covered shares received on or prior to July 24, 2001
    for a period of eight years thereafter;                       
|
| |  | maintain beneficial ownership of at least 25% of his or her
    covered shares received on or prior to July 24, 2001 as
    long as he or she is an employee of Accenture; and                    
|
| |  | comply with certain additional transfer restrictions imposed by
    or with the consent of Accenture from time to time, including in
    connection with offerings of securities by Accenture Ltd.

Notwithstanding the transfer restrictions described in this
summary, covered persons who continue to be employees of
Accenture will be permitted to transfer a percentage of the
covered shares received by them on or prior to July 24,
2001 and owned by them commencing on July 24, 2002 as
follows:

|                                |      |  |                           |                                                                        
|------------------------------- | ---- |  | ------------------------- | -----------------------------------------------------------------------
|Cumulative percentage of shares |      |  |                          
|permitted to be transferred     |      |  | Years after July 24, 2001
|                                |      |  |                          
|                                | 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 by Accenture

75



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Partners retiring from Accenture at the age of 50 or above have
been permitted to transfer covered shares they own on an
accelerated basis as follows:

|                  |             |                            |                             |  |       | 
|----------------- | ----------- | -------------------------- | --------------------------- |  | ----- | 
|                  |             | Percentage of remaining    |                            
|                  |             | transfer restricted shares |                            
|Age at retirement |             |                            | permitted to be transferred | 
|                  |             |                            |                             | 
|                  | 56 or older |                            |                             |  | 100%  | 
|                  | 55          |                            |                             |  | 87.5% | 
|                  | 54          |                            |                             |  | 75%   | 
|                  | 53          |                            |                             |  | 62.5% | 
|                  | 52          |                            |                             |  | 50%   | 
|                  | 51          |                            |                             |  | 37.5% | 
|                  | 50          |                            |                             |  | 25%   | 

In addition, beginning on July 24, 2002, a retired partner
who reaches the age of 56 is permitted to transfer any covered
shares he or she owns. Any remaining shares owned by a retiring
partner for which transfer restrictions are not released on an
accelerated basis will be eligible to be transferred as if the
retiring partner continued to be employed by Accenture until
July 24, 2009.

Partners who became disabled before our transition to a
corporate structure are permitted to transfer all of their
covered shares commencing on July 24, 2002. Partners who
become disabled following our transition to a corporate
structure will be subject to the general transfer restrictions
applicable to our employees or, if disabled after the age of 50,
will benefit from the accelerated lapses of transfer
restrictions applicable to retired partners.

All transfer restrictions applicable to a covered person under
the voting agreement terminate upon death.

If Accenture approves in writing a covered persons pledge
of his covered shares to a lender, foreclosures by the lender on
those shares, and any subsequent sales of those shares by the
lender, are not restricted, provided that the lender must give
Accenture a right of first refusal to buy any shares at the
market price before they are sold by the lender. Accenture has
expressed its intention to terminate the only lending
relationship approved pursuant to these provisions on or before
December 31, 2003. See  Partner Liquidity
Arrangements below.

Notwithstanding the transfer restrictions described in this
summary, Accenture Ltd Class X common shares may not be
transferred at any time, except upon the death of a holder of
Class X common shares or with the consent of Accenture Ltd.

Accenture Canada Holdings exchangeable shares held by covered
persons are also subject to the transfer restrictions in the
voting agreement.

We expect that the above-described transfer restrictions may be
waived to permit sales in underwritten public offerings, share
purchases, redemptions or other transactions approved by
Accenture and to permit family and charitable transfers approved
by Accenture by those partners that have agreed to the transfer
restrictions described above in the common agreements on any
other transfers of their equity interests until July 24,
2005. See  Share Management Plan for a
discussion of the terms of these restrictions on transfer. For a
description of how the transfer restrictions described in the
voting agreement may be waived, see  Waivers
and Adjustments below.

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Other Restrictions

The voting agreement also prevents covered persons who are
employees of Accenture from engaging in the following activities
with any person who is not a covered person who is an employee
of Accenture or a director, officer or employee of Accenture:



| |   |                                                                                                                                                             
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | participating in a proxy solicitation with respect to shares of
    Accenture;                                                                              
|
| |  | depositing any covered shares in a voting trust or subjecting
    any of these shares to any voting agreement or arrangement;                               
|
| |  | forming, joining or in any way participating in a
    group that agrees to vote or dispose of shares of
    Accenture in a particular manner;             
|
| |  | except as provided in the partner matters agreement, proposing
    certain transactions with Accenture;                                                     
|
| |  | 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;
|
| |  | making any offer or proposal to acquire any securities or assets
    of Accenture; or                                                                       
|
| |  | participating in a call for any special meeting of the
    shareholders of Accenture Ltd.                                                                   

Voting

Under the voting agreement, prior to any vote of the
shareholders of Accenture Ltd, a separate, preliminary vote of
the covered shares owned by covered persons who are employees of
Accenture will be taken on each matter upon which a vote of the
shareholders is proposed to be taken. Subsequently, all of these
covered shares will be voted in the vote of the shareholders of
Accenture Ltd in accordance with the majority of the votes cast
in the preliminary vote.

Notwithstanding the foregoing, in elections of directors, all
covered shares owned by covered persons who are our employees
will be voted in favor of the election of those persons
receiving the highest numbers of votes cast in the preliminary
vote. In the case of a vote for an amendment to Accenture
Ltds constituent documents, or with respect to an
amalgamation, liquidation, dissolution, sale of all or
substantially all of its property and assets or any similar
transaction with respect to Accenture Ltd, all covered shares
owned by covered persons who are our employees will be voted
against the proposal unless at least 66 2/3% of the votes
in the preliminary vote are cast in favor of that proposal, in
which case all of these covered shares will be voted in favor of
the proposal.

So long as the covered shares owned by covered persons that are
our employees represent a majority of the outstanding voting
power of Accenture Ltd, partners from any one country will not
have more than 50% of the voting power in any preliminary vote
under the voting agreement.

Term and Amendment

The voting agreement will continue in effect until the earlier
of April 18, 2051 and the time it is terminated by the vote
of 66 2/3% of the votes represented by the covered shares
owned by covered persons who are our employees. The transfer
restrictions will not terminate upon the expiration or
termination of the voting agreement unless they have been
previously waived or terminated under the terms of the voting
agreement. The voting agreement may generally be amended at any
time by the affirmative vote of 66 2/3% of the votes
represented by the covered shares owned by covered persons who
are our employees. Amendment of the transfer restrictions also
requires the consent of Accenture Ltd.

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Waivers and Adjustments

The transfer restrictions and the other provisions of the voting
agreement may be waived at any time by the partners
representatives to permit covered persons to:



| |   |                                                                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | participate as sellers in underwritten public offerings of
    common shares and tender and exchange offers and share purchase
    programs by Accenture;
|
| |  | transfer covered shares in family or charitable transfers;                                                                                               
|
| |  | transfer covered shares held in employee benefit plans; and                                                                                              
|
| |  | transfer covered shares in particular situations (for example,
    to immediate family members and trusts).                                              

Subject to the foregoing, from time to time, pursuant to the
terms of the voting agreement, the partners representatives may
also approve limited relief from the existing share transfer
restrictions for specified partners or groups of partners in
connection with particular retirement, employment and severance
arrangements that we determine to be important to the execution
of our business strategy. The provisions of the voting agreement
may generally be waived by the affirmative vote of 66 2/3%
of the votes represented by the covered shares owned by covered
persons who are our employees. A general waiver of the transfer
restrictions also requires the consent of Accenture Ltd.

Administration and Resolution of Disputes

The terms and provisions of the voting agreement are
administered by the partners representatives, who are both
partners of Accenture and members of Accenture Ltds board
of directors and who agree to serve in such capacity. The
partners representatives have the sole power to enforce the
provisions of the voting agreement. No persons not a party to
the voting agreement are beneficiaries of the provisions of the
voting agreement.

Accenture SCA Transfer Rights Agreement

Following is a description of the material terms of the transfer
rights agreement the form of which has been filed as an exhibit
to this Annual Report on Form 10-K.

Persons and Shares Covered

Accenture SCA and each of our partners who owns shares of
Accenture SCA have entered into a transfer rights agreement. We
refer to parties to the transfer rights agreement, other than
Accenture SCA, as covered persons.

The Accenture SCA shares covered by the transfer rights
agreement generally include all Class I common shares of
Accenture SCA owned by a covered person. We refer to the shares
covered by the transfer rights agreement as covered
shares.

Transfer Restrictions

The articles of association of Accenture SCA provide that shares
of Accenture SCA (other than those held by Accenture Ltd) may be
transferred only with the consent of the Accenture SCA
supervisory board or its delegate, the Accenture SCA partners
committee. In addition, by entering into the transfer rights
agreement, each party (other than Accenture Ltd) agrees, among
other things, to:



| |   |                                                                                                                                                                            
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | except as described below, maintain beneficial ownership of his
    or her covered shares received on or prior to July 24, 2001
    for a period of eight years thereafter;

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| |   |                                                                                                                                                                               
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | maintain beneficial ownership of at least 25% of his or her
    covered shares received on or prior to July 24, 2001 as
    long as he or she is an employee of Accenture; and
|
| |  | comply with certain other transfer restrictions when requested
    to do so by Accenture.                                                                                     

Notwithstanding the transfer restrictions described in this
summary, covered persons who continue to be employees of
Accenture will be permitted to transfer a percentage of the
covered shares received by them on or prior to July 24,
2001 and owned by them commencing on July 24, 2002 as
follows:

|                         |      |  |                           |                                                                        
|------------------------ | ---- |  | ------------------------- | -----------------------------------------------------------------------
|Cumulative percentage of |      |  |                          
|shares permitted to      |      |  |                          
|be transferred           |      |  | Years after July 24, 2001
|                         |      |  |                          
|                         | 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 by Accenture

Partners retiring from Accenture at the age of 50 or above will
be permitted to transfer covered shares they own on an
accelerated basis commencing on July 24, 2002 as follows:

|                  |             |                            |                             |  |       | 
|----------------- | ----------- | -------------------------- | --------------------------- |  | ----- | 
|                  |             | Percentage of remaining    |                            
|                  |             | transfer restricted shares |                            
|Age at retirement |             |                            | permitted to be transferred | 
|                  |             |                            |                             | 
|                  | 56 or older |                            |                             |  | 100%  | 
|                  | 55          |                            |                             |  | 87.5% | 
|                  | 54          |                            |                             |  | 75%   | 
|                  | 53          |                            |                             |  | 62.5% | 
|                  | 52          |                            |                             |  | 50%   | 
|                  | 51          |                            |                             |  | 37.5% | 
|                  | 50          |                            |                             |  | 25%   | 

In addition, beginning on July 24, 2002, a retired partner
who reaches the age of 56 is permitted to transfer any covered
shares he or she owns. Any remaining shares owned by a retiring
partner for which transfer restrictions are not released on an
accelerated basis will be eligible to be transferred as if the
retiring partner continued to be employed by Accenture until
July 24, 2009.

Partners who became disabled before our transition to a
corporate structure are permitted to transfer all of their
covered shares commencing on July 24, 2002. Partners who
become disabled following our transition to a corporate
structure will be subject to the general transfer restrictions
applicable to our employees or, if disabled after the age of 50,
will benefit from the accelerated lapses of transfer
restrictions applicable to retired partners.

In addition, at any time after May 31, 2004, covered
persons holding Accenture SCA Class I common shares may,
without restriction, require Accenture SCA to redeem any
Accenture SCA Class I common share held by such holder for
a redemption price per share generally equal to the lower of the
market price of an Accenture Ltd Class A common share and
$1. Accenture SCA may, at its option, pay this redemption price
in cash or by delivering Accenture Ltd Class A common
shares.

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All transfer restrictions applicable to a covered person under
the transfer rights agreement terminate upon death.

If Accenture approves in writing a covered persons pledge
of his or her covered shares to a lender, foreclosures by the
lender on those shares and any subsequent sales of those shares
by the lender are not restricted, provided that the lender must
give Accenture a right of first refusal to buy any shares at the
market price before they are sold by the lender. Accenture has
expressed its intention to terminate the only lending
relationship approved pursuant to these provisions on or before
December 31, 2003. See Partner Liquidity
Arrangements below.

We expect that the above-described transfer restrictions will be
waived to permit sales in underwritten public offerings, share
purchases or redemptions or transfers in other transactions
approved by Accenture and to permit transfers to estate and/or
tax planning vehicles approved by Accenture by those partners
that have agreed to restrictions on any other transfers of their
equity interests until July 24, 2005. See
 Share Management Plan for a discussion
of the terms of this restriction on transfer. For a description
of the waiver provisions relating to these transfer
restrictions, see  Waivers and
Adjustments below.

Term and Amendment

The transfer rights agreement will continue in effect until the
earlier of April 18, 2051 and the time it is terminated by
the vote of 66 2/3% of the votes represented by the covered
shares owned by covered persons who are our employees. The
transfer restrictions will not terminate upon the expiration or
termination of the transfer rights agreement unless they have
been previously waived or terminated under the terms of the
transfer rights agreement. The transfer rights agreement may
generally be amended at any time by the affirmative vote of
66 2/3% of the votes represented by the covered shares
owned by covered persons who are our employees. Amendment of the
transfer restrictions also requires the consent of Accenture SCA.

Waivers and Adjustments

The transfer restrictions and the other provisions of the
transfer rights agreement may be waived at any time by the
Accenture SCA partners committee to permit covered persons to:



| |   |                                                                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | participate as sellers in underwritten public offerings of
    common shares and tender and exchange offers and share purchase
    programs by Accenture;
|
| |  | transfer covered shares to charities, including charitable
    foundations;                                                                              
|
| |  | transfer covered shares held in employee benefit plans; and                                                                                              
|
| |  | transfer covered shares in particular situations (for example,
    to immediate family members and trusts).                                              

Subject to the foregoing, from time to time, pursuant to the
terms of the transfer rights agreement, the Accenture SCA
partners committee may also approve limited relief from the
existing share transfer restrictions for specified partners or
groups of partners in connection with particular retirement,
employment and severance arrangements that we determine to be
important to the execution of our business strategy. The
provisions of the transfer rights agreement may generally be
waived by the affirmative vote of 66 2/3% of the votes
represented by the covered shares owned by covered persons who
are employees of Accenture. A general waiver of the transfer
restrictions also requires the consent of Accenture SCA.

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Administration and Resolution of Disputes

The terms and provisions of the transfer rights agreement are
administered by the Accenture SCA partners committee, which
consists of persons who are both partners of Accenture and
members of the supervisory board of Accenture SCA and who agree
to serve in such capacity. The Accenture SCA partners committee
has the sole power to enforce the provisions of the transfer
rights agreement. No persons not a party to the transfer rights
agreement are beneficiaries of the provisions of the transfer
rights agreement.

Partner Matters Agreement

Following is a description of the material terms of the partner
matters agreement, the form of which has been filed as an
exhibit to this Annual Report on Form 10-K.

General; Persons and Shares Covered

Accenture Ltd and, with limited exceptions, each of our partners
have entered into a partner matters agreement, and each other
person who becomes a partner will be required to enter into the
partner matters agreement. The purpose of the partner matters
agreement is to establish procedures for continued involvement
of our partners in certain Accenture governance issues. Partners
will vote in partner matters votes held in accordance with the
partner matters agreement based on, generally, (1) all
Accenture Ltd common shares, restricted share units and options
to acquire Accenture Ltd common shares held by a partner if they
were received from us as a partner or in connection with
becoming a partner and (2) all Accenture Ltd common shares
otherwise acquired by a partner if the acquisition is required
by us. Accenture Ltd common shares, restricted share units and
options to acquire Accenture Ltd common shares acquired as our
employee, prior to becoming a partner, will not be relevant to a
partners vote in a partner matters vote. Accenture Ltd
common shares purchased by partners in the open market will also
not be relevant to a partners vote in a partner matters
vote, unless such purchase was required by us.

The partner matters agreement provides, among other things,
mechanisms for our partners to:



| |   |                                                                                                                                                                                                                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | have selected since our initial public offering, five partner
    nominees for membership on the board of directors of Accenture
    Ltd, as well as their replacements, should any of these
    partner-nominated directors fail to complete their specified
    terms of office;                                       
|
| |  | 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 our initial public offering;
|
| |  | vote on new partner admissions;                                                                                                                                                                                                                                                                                          
|
| |  | approve the partners income plan as described below; and                                                                                                                                                                                                                                                                
|
| |  | hold non-binding votes with respect to any decision to eliminate
    or materially change the current practice of allocating partner
    compensation on a relative, or unit, basis.                                                                                                                                   

Under the terms of the partner matters agreement, a
partners income committee, consisting of the chief
executive officer and partners he or she appoints, reviews
evaluations and recommendations concerning the performance of
partners and determines relative levels of income participation,
or unit allocation. Based on its review, the committee will
prepare a partners income plan, which then must be
submitted to the partners in a partner matters vote. If the plan
is approved by a 66 2/3% partner matters vote, it is:
(1) binding with respect to the income participation or
unit allocation of all

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Partners continue to vote on the admission of new partners. New
partners will be approved by a 66 2/3% partner matters vote.

Term and Amendment; Waivers and Adjustments

The partner matters agreement will continue in effect until it
is terminated by a 66 2/3% partner matters vote.

Any partner who ceases to be a partner of Accenture will no
longer be a party to the partner matters agreement. The partner
matters agreement may generally be amended or waived at any time
by a 66 2/3% partner matters vote.

Administration and Resolution of Disputes

The terms and provisions of the partner matters agreement are
administered by the partner matters representatives, who are
both partners of Accenture and members of Accenture Ltds
board of directors and who agree to serve in such capacity. The
partner matters representatives have the sole power to enforce
the provisions of the partner matters agreement. No persons not
a party to the partner matters agreement are beneficiaries of
the provisions of the partner matters agreement.

Non-Competition Agreement

Following is a description of the material terms of the
non-competition agreements, the forms of which have been filed
as exhibits to this Annual Report on Form 10-K.

Persons Covered

Each of our partners as of the date of the consummation of our
transition to a corporate structure has entered into a
non-competition agreement.

Restricted Activities

Each partner party to a non-competition agreement has agreed
that, for a restricted period ending on the later of
five years following the date of the initial public offering of
the Accenture Ltd Class A common shares in July 2001
or 18 months following the termination of that
partners employment with us or our affiliates, he or she
will not (1) associate with and engage in competing
services for any competitive enterprise or (2) solicit or
assist any other entity in soliciting any client or prospective
client for the purposes of providing consulting services,
perform competing services for any client or prospective client,
or interfere with or damage any relationship between us and a
client or prospective client.

In addition, each partner has agreed that for the restricted
period he or she will not solicit or employ any Accenture
employee or any former employee who ceased working for us within
an eighteen-month period before or after the date on which the
partners employment with us or our affiliates terminated.

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Enforcement

Each partner has agreed that if the partner were to breach any
provisions of the non-competition agreement, we would be
entitled to equitable relief restraining that partner from
committing any violation of the non-competition agreement. In
addition, each partner has agreed that if the partner were to
breach any provisions of the non-competition agreement, he or
she will pay to us a predetermined amount as and for liquidated
damages and that those liquidated damages will be secured by
that partners shares pursuant to a pledge agreement, which
has been entered into by the parties. Notwithstanding the pledge
agreement, partners will be permitted to dispose of their
pledged securities in accordance with the terms of the Accenture
Ltd common agreement, the Accenture SCA common agreement, the
voting agreement or the transfer rights agreement, as the case
may be, and to receive the proceeds from such dispositions.

Because the laws concerning the enforcement of non-competition
agreements vary, we may not be able to strictly enforce these
terms in all jurisdictions.

Waiver and Termination

We may waive non-competition agreements or any portion thereof
with the consent of, and in the discretion of, the chief
executive officer of Accenture Ltd. The non-competition
agreements will terminate upon a change in control of Accenture
Ltd.

Advances to Partners

In March 2002, in connection with a revision to our
variable compensation program for partners, which had the effect
of deferring payment of variable compensation and imposing
additional conditions on ultimate payment, all partners received
a one-time advance against their quarterly variable
compensation. In connection with this revision, the executive
officers identified below received advances in excess of $60,000.

Joe W. Forehand, Chief Executive Officer and Chairman of the
Board of Directors, had a maximum advance of $112,000 under the
program, which was repaid in full during the fiscal year ended
August 31, 2003.

Jackson L. Wilson, Jr., Chief Executive  Business
Process Outsourcing, had a maximum advance of $98,000 under the
program which was repaid in full during the fiscal year ended
August 31, 2003.

Stephan A. James, Chief Operating Officer 
Capabilities and Director, had a maximum advance of $94,500
under the program, which was repaid in full during the fiscal
year ended August 31, 2003.

Michael G. McGrath, Chief Risk Officer, had a maximum advance of
$91,000 under the program, which was repaid in full during the
fiscal year ended August 31, 2003.

William D. Green, Chief Operating Officer  Client
Services and Director, had a maximum advance of $80,500 under
the program, which was repaid in full during the fiscal year
ended August 31, 2003.

R. Timothy S. Breene, Chief Strategy Officer, had a maximum
advance of $73,047 under the program, which was repaid in full
during the fiscal year ended August 31, 2003.

Gregg G. Hartemayer, Chief Executive  Technology and
Outsourcing Group, had a maximum advance of $71,750 under the
program, which was repaid in full during the fiscal year ended
August 31, 2003.

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Joel P. Friedman, Chief Operating Officer  Business
Process Outsourcing and Director, had a maximum advance of
$68,950 under the program, which was repaid in full during the
fiscal year ended August 31, 2003.

William C. Copacino, Chief Executive  Business
Consulting Capability Group, had a maximum advance of $67,900
under the program, which was repaid in full during the fiscal
year ended August 31, 2003.

Joellin Comerford, Group Director  Sales Development,
had a maximum advance of $65,450 under the program, which was
repaid in full during the fiscal year ended August 31, 2003.

Masakatsu Mori, Chairman of Accenture Japan Ltd and Director,
had a maximum advance of $61,103 under the program, which was
repaid in full during the fiscal year ended August 31, 2003.

Partner Liquidity Arrangements

Accenture previously entered into arrangements with Salomon
Smith Barney, Inc., (SSB) that enable certain of our younger
partners (not including any of our executive officers) to borrow
from SSB up to the lesser of a years salary or
approximately ten percent of the partners equity interest
in Accenture. The loans are obligations of the individual
partners, and not Accenture, and are secured by the individual
partners equity interest in Accenture, which, as discussed
under  Non-Competition Agreement, also secure
the partners obligations under a non-competition
agreement. These loans were intended for the purpose of
increasing the personal liquidity of those partners for the
four-year period following the initial public offering of the
Accenture Ltd Class A common shares in July 2001 and
could not exceed $150 million in the aggregate without the
consent of SSB. Accenture and SSB have agreed that the existing
arrangements will be terminated on or before December 31,
2003 and no additional loans will be made pursuant to these
arrangements. It is expected that all outstanding loans under
the existing arrangements will be repaid by partners or
refinanced pursuant to the facilities described in the following
paragraph on or before December 31, 2003.

Accenture, the partners representatives under the voting
agreement and the Accenture SCA partners committee under the
transfer rights agreement have approved the pledge of covered
shares to SSB to secure personal loans to all Accenture partners
and former partners (not including any of our executive
officers) in amounts agreed by SSB and its borrowers. As a
condition to obtaining the right to make these personal loans,
SSB has agreed to take all covered shares pledged subject to the
transfer restrictions imposed on pledging partners or former
partners pursuant to the common agreements, voting agreement
and/or transfer rights agreement. Consequently, foreclosures by
SSB on those pledged shares and any subsequent sales of those
shares by SSB are restricted to the same extent they would be in
the hands of the pledging partner or former partner.

Partner Tax Costs

We have informed our partners that if a partner reports for tax
purposes the transactions involved in connection with our
transition to a corporate structure, we will provide a legal
defense to that partner if his or her reporting position is
challenged by the relevant tax authority. In the event such a
defense is unsuccessful, and the partner is then subject to
extraordinary financial disadvantage, we will review such
circumstances for any individual partner and find an appropriate
way to avoid severe financial damage to that individual partner.

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Prior Relationship with Andersen Worldwide and Arthur
Andersen Firms

As a result of a restructuring in 1989, the predecessors of many
of what are now our subsidiaries became legally separate and
distinct from the Arthur Andersen firms. Thereafter, until
August 7, 2000, we had contractual relationships with an
administrative entity, Andersen Worldwide, and indirectly with
the separate Arthur Andersen firms. Under these contracts,
called member firm agreements, we and our member firms, on the
one hand, and the Arthur Andersen firms, on the other hand, were
two stand-alone business units linked through such agreements to
Andersen Worldwide for administrative and other services. In
addition, during this period our partners individually were
members of the administrative entity, Andersen Worldwide. On
December 17, 1997, the Accenture member firms began a
binding arbitration seeking the termination of these contractual
relationships and other relief.

On August 7, 2000, the parties to the arbitration were
notified that the tribunal appointed by the International
Chamber of Commerce in its final award, dated July 28,
2000, had terminated our contractual relationships with Andersen
Worldwide and all the Arthur Andersen firms as of August 7,
2000. Under the terms of the final award, Accenture, and each of
the member firms comprising it, was required to cease using the
Andersen name or any derivative thereof, no later than
December 31, 2000. On January 1, 2001, we began to
conduct business under the name Accenture.

On December 19, 2000, Andersen Worldwide and Arthur
Andersen LLP, on behalf of themselves and all other Arthur
Andersen firms, partners, shareholders and others, and Accenture
Partners, S.C. and Accenture LLP, on behalf of themselves and
all other Accenture member firms, partners, shareholders and
others, executed a binding memorandum of understanding agreement
to settle and resolve all existing and potential disputes among
the parties concerning the implementation of the final award and
the termination of our contractual relationships with Andersen
Worldwide and the Arthur Andersen firms, including the discharge
and release of all obligations of the parties under the
terminated member firm agreements between the Accenture member
firms and Andersen Worldwide. On March 1, 2001, Andersen
Worldwide, Arthur Andersen LLP and all other Arthur Andersen
firms, on behalf of themselves and their respective affiliates
and representatives, on the one hand, and Accenture Partners,
S.C., Accenture LLP and all other Accenture firms, on behalf of
themselves and their respective affiliates and representatives,
on the other, completed implementation of the memorandum of
understanding agreement by entering into a closing agreement,
releases and indemnities, and by finalizing services
arrangements and a training facility use arrangement.

In light of Arthur Andersen LLPs and Andersen
Worldwides current circumstances, in October 2002,
Accenture and Arthur Andersen LLP renegotiated the service
arrangements and training facility use arrangement they entered
into in fiscal 2001 in connection with the contractual
arrangements described above. Accenture and Arthur Andersen LLP
entered into a new facility services agreement which provides
Accenture with the use of Arthur Andersen LLPs training
facility in St. Charles, Illinois, at market rates through
July 1, 2007. In addition, Accenture and Arthur Andersen
LLP terminated the prior St. Charles facility services
agreement, as well as the services agreements by which Arthur
Andersen LLP and other Arthur Andersen firms were to provide
services, including tax services, to Accenture and by which
Accenture was to provide Arthur Andersen LLP and other Arthur
Andersen firms with consulting services.

During our association with Andersen Worldwide and Arthur
Andersen, we agreed to allocate specified responsibilities and
obligations relating to the preparation and filing of tax
returns, the payment of tax liabilities and the control and
contest of administrative or legal proceedings relating to tax
matters between our two groups. On March 1, 2001, in
connection with the settlement described above, Accenture
entered into a tax sharing agreement with Andersen Worldwide and
Arthur

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ITEM 14.     PRINCIPAL ACCOUNTING
FEES AND SERVICES


Principal Accountant Audit Fees and Services Fees

The following table describes fees for professional audit
services rendered by KPMG, Accenture Ltds principal
accountant, for the audit of our annual financial statements for
the years ended August 31, 2003, and August 31, 2002;
and fees billed for other services rendered by KPMG during those
periods. Certain amounts for fiscal 2002 have been reclassified
to conform to the fiscal 2003 presentation.

|                      |  |                |       |  |      |   |       | 
|--------------------- |  | -------------- | ----- |  | ---- | - | ----- | 
|Type of Fee           |  | 2003           |       |  | 2002 |  
|                      |  |                |       |  |      |  
|                      |  |               
|                      |  | (in thousands) |      
|Audit Fees(1)         |  | $              | 4,715 |  |      | $ | 3,410 | 
|Audit Related Fees(2) |  |                | 2,299 |  |      |   | 183   | 
|Tax Fees(3)           |  |                | 752   |  |      |   | 802   | 
|All Other Fees(4)     |  |                | 618   |  |      |   | 100   | 
|Total                 |  | $              | 8,384 |  |      | $ | 4,495 | 



---

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Audit Fees, including those for statutory audits,
    include the aggregate fees paid by Accenture during the fiscal
    year indicated for professional services rendered by KPMG for
    the audit of Accenture Ltds annual financial statements
    and review of financial statements included in Accentures
    Forms 10-Q.                                                                                                                                                                                                                  
|(2) | Audit Related Fees include the aggregate fees
    paid by Accenture during the fiscal year indicated for assurance
    and related services by KPMG that are reasonably related to the
    performance of the audit or review of Accenture Ltds
    financial statements and not included in Audit Fees, including
    review of registration statements and issuance of consents. Also
    included in Audit Related Fees are fees for internal control
    review, accounting advice and opinions relating to various
    employee benefit plans.
|(3) | Tax Fees include the aggregate fees paid by
    Accenture during the fiscal year indicated for professional
    services rendered by the principal accountant for tax
    compliance, tax advice and tax planning.                                                                                                                                                                                                                                                                                                                                  
|(4) | All Other Fees include the aggregate fees paid by
    Accenture during the fiscal year indicated for products and
    services provided by KPMG, other than the services reported
    above, including due diligence reviews.                                                                                                                                                                                                                                                                                                                       

Procedures For Audit Committee Pre-Approval of Audit and
Permissible Non-Audit Services of Independent Auditor

Pursuant to its charter, the Audit Committee of our Board of
Directors is responsible for reviewing and approving, in
advance, any audit and any permissible non-audit engagement or
relationship between Accenture and its independent auditors.
KPMGs engagement to conduct the audit of Accenture Ltd was
approved by the Audit Committee on November 13, 2002.
Additionally, each permissible non-audit engagement or
relationship between Accenture and KPMG entered into since
May 2, 2003 has been reviewed and approved by the Audit
Committee, as provided in its charter.

We have been advised by KPMG that substantially all of the work
done in conjunction with its audit of Accenture Ltds
financial statements for the most recently completed fiscal year
was performed by permanent full time employees and partners of
KPMG.

86



---



##### 





PART IV




|         |                                                                     
|-------- | --------------------------------------------------------------------
|ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
    FORM 8-K

(a) List of documents filed as part of this report:



|   |                                                                                                                                                                  
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Financial Statements as of August 31, 2003 and
    August 31, 2002 and for the three years ended
    August 31, 2003  Included in Part II of
    this Form 10-K:



| |                                                                          
| | -------------------------------------------------------------------------
| | Consolidated Balance Sheets                                              
|
| | Consolidated Income Statements                                           
|
| | Consolidated Shareholders Equity and Comprehensive Income
    Statements
|
| | Consolidated Cash Flows Statements                                       
|
| | Notes to Consolidated Financial Statements                               

2.     Financial Statement Schedules:



| |     
| | ----
| | None

3.     Exhibit Index:

|        |      |  |         |                                                                                                                                                                                                                                                                                                                                
|------- | ---- |  | ------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |  |        
|Number  |      |  | Exhibit
|        |      |  |        
|        | 3.1  |  |         | Memorandum of Continuance of the Registrant,
    dated February 21, 2001 (incorporated by reference to
    Exhibit 3.1 to the Registrants Registration Statement
    on Form S-1/A filed on July 2, 2001 (the
    July 2, 2001 Form S-1/A)).                                                                                
|        | 3.2  |  |         | Form of Bye-laws of the Registrant (incorporated
    by reference to Exhibit 3.2 to the July 2, 2001
    Form S-1/A).                                                                                                                                                                                                          
|        | 9.1  |  |         | Form of Voting Agreement, dated as of
    April 18, 2001, among the Registrant and the covered
    persons party thereto (incorporated by reference to
    Exhibit 9.1 to the Registrants Registration Statement
    on Form S-1 filed on April 19, 2001 (the
    April 19, 2001 Form S-1)).                                
|        | 9.2  |  |         | Form of Transfer Restriction Agreement dated as
    of October 1, 2002 among the Registrant and the transferors
    and transferees signatory thereto (incorporated by reference to
    Exhibit 9.1 to Accenture Ltds Quarterly Report on
    Form 10-Q for the period ended November 30, 2002 filed
    on January 14, 2003).
|        | 10.1 |  |         | Form of Partner Matters Agreement, dated as of
    April 18, 2001, among the Registrant and the partners party
    thereto (incorporated by reference to Exhibit 10.1 to the
    April 19, 2001 Form S-1).                                                                                                                     
|        | 10.2 |  |         | Form of Non-Competition Agreement, dated as of
    April 18, 2001, among the Registrant and certain employees
    (incorporated by reference to Exhibit 10.2 to the
    April 19, 2001 Form S-1).                                                                                                                              
|        | 10.3 |  |         | 2001 Share Incentive Plan (incorporated by
    reference to Exhibit 10.3 to the Registrants
    Registration Statement on Form S-1/ A filed on June 8,
    2001 (the June 8, 2001 S-1/A)).                                                                                                                                  
|        | 10.4 |  |         | 2001 Employee Share Purchase Plan (incorporated
    by reference to Exhibit 10.4 to the June 8, 2001
    S-1/A).                                                                                                                                                                                                               

87



---



##### 



|        |       |  |         |                                                                                                                                                                                                                                                                  
|------- | ----- |  | ------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       |  |        
|Number  |       |  | Exhibit
|        |       |  |        
|        | 10.5  |  |         | Articles of Association of Accenture SCA (incorporated by
    reference to Exhibit 10.5 to the November 30, 2001
    10-Q).                                                                                                                                      
|        | 10.6  |  |         | Form of Accenture SCA Transfer Rights Agreement, dated as of
    April 18, 2001, among Accenture SCA and the covered persons
    party thereto (incorporated by reference to Exhibit 10.6 to
    the April 19, 2001 Form S-1).                                   
|        | 10.7  |  |         | Form of Non-Competition Agreement, dated as of April 18,
    2001, among Accenture SCA and certain employees (incorporated by
    reference to Exhibit 10.7 to the April 19, 2001
    Form S-1).                                                                 
|        | 10.8  |  |         | Form of Letter Agreement, dated April 18, 2001, between
    Accenture SCA and certain shareholders of Accenture SCA
    (incorporated by reference to Exhibit 10.8 to the
    April 19, 2001 Form S-1).                                                          
|        | 10.9  |  |         | Form of Support Agreement, dated as of May 23, 2001,
    between the Registrant and Accenture Canada Holdings Inc.
    (incorporated by reference to Exhibit 10.9 to the
    July 2, 2001 Form S-1/A).                                                           
|        | 10.10 |  |         | Form of Employment Agreement of Messrs. Forehand, James,
    Green, Wilson, McGrath, Hartemayer, Scrivner, Friedman, You,
    Copacino and Rohleder and Mmes. Craig and Comerford
    (incorporated by reference to Exhibit 10.10 to the
    June 8, 2001 S-1/A).
|        | 10.11 |  |         | Form of Employment Agreement of Karl-Heinz Flöther
    (incorporated by reference to Exhibit 10.3 to the
    November 30, 2001 10-Q).                                                                                                                            
|        | 10.12 |  |         | Form of Employment Agreement of Masakatsu Mori (English
    translation) (incorporated by reference to Exhibit 10.5 to
    the November 30, 2001 10-Q).                                                                                                          
|        | 10.13 |  |         | Form of Employment Agreement of Diego Visconti (English
    translation) (incorporated by reference to Exhibit 10.6 to
    the November 30, 2001 10-Q).                                                                                                          
|        | 10.14 |  |         | Form of Employment Agreement of Messrs. Breene, Foster and
    Thomlinson and Ms. Rider (incorporated by reference to
    Exhibit 10.8 to the November 30, 2001 10-Q).                                                                                           
|        | 10.15 |  |         | Form of Employment Agreement of David R. Hunter
    (incorporated by reference to Exhibit 10.9 to the
    November 30, 2001 10-Q).                                                                                                                               
|        | 10.16 |  |         | Form of Employment Agreement of Jose Luis Manzanares and Carlos
    Vidal (incorporated by reference to Exhibit 10.10 to the
    November 30, 2001 10-Q).                                                                                                        
|        | 10.17 |  |         | Form of Articles of Association of Accenture Canada Holdings
    Inc. (incorporated by reference to Exhibit 10.11 to the
    July 2, 2001 Form S-1/A).                                                                                                           
|        | 10.18 |  |         | Form of Exchange Trust Agreement by and between the Registrant
    and Accenture Canada Holdings Inc. and CIBC Mellon Trust
    Company, made as of May 23, 2001 (incorporated by reference
    to Exhibit 10.12 to the July 2, 2001 Form S-1/A).                
|        | 10.19 |  |         | Form of Letter Agreement, dated May 21, 2001, between the
    Registrant and Stichting Naritaweg I (incorporated by
    reference to Exhibit 10.13 to the July 2, 2001
    Form S-1/A).                                                                          
|        | 10.20 |  |         | Form of Letter Agreement, dated May 21, 2001, between the
    Registrant and Stichting Naritaweg II (incorporated by
    reference to Exhibit 10.14 to the July 2, 2001
    Form S-1/A).                                                                         
|        | 10.21 |  |         | Form of Accenture Ltd Common Agreement (incorporated by
    reference to Exhibit 10.22 to the Registrants
    Registration Statement on Form S-1 filed on April 26,
    2002 (the April 26, 2002 Form S-1/A)).                                                
|        | 10.22 |  |         | Form of Accenture SCA Common Agreement (incorporated by
    reference to Exhibit 10.23 to the April 26, 2002
    Form S-1/A).                                                                                                                                    

88



---



##### 



|        |      |  |         |                                                                                                                                                                                                                                                           
|------- | ---- |  | ------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |  |        
|Number  |      |  | Exhibit
|        |      |  |        
|        | 21.1 |  |         | Subsidiaries of the Registrant (filed herewith).                                                                                                                                                                                                          
|        | 23.1 |  |         | Consent of KPMG LLP (filed herewith).                                                                                                                                                                                                                     
|        | 23.2 |  |         | Consent of PricewaterhouseCoopers LLP (filed herewith).                                                                                                                                                                                                   
|        | 23.3 |  |         | Consent of KPMG LLP related to the Accenture Ltd 2001 Employee
    Share Purchase Plan (filed herewith).                                                                                                                                                  
|        | 23.4 |  |         | Consent of PricewaterhouseCoopers LLP related to the Accenture
    Ltd 2001 Employee Share Purchase Plan (filed herewith).                                                                                                                                
|        | 24.1 |  |         | Power of Attorney (included on the signature page hereto).                                                                                                                                                                                                
|        | 31.1 |  |         | Certification of the Chief Executive Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002 (filed
    herewith).                                                                       
|        | 31.2 |  |         | Certification of the Chief Financial Officer pursuant to 18
    U.S.C. Section 1350, as adopted pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002 (filed
    herewith).                                                                       
|        | 32.1 |  |         | Certification of the Chief Executive Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002 (furnished
    herewith).                                                                   
|        | 32.2 |  |         | Certification of the Chief Financial Officer pursuant to 18
    U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002 (furnished
    herewith).                                                                   
|        | 99.1 |  |         | Report of KPMG LLP with respect to the Accenture Ltd 2001
    Employee Share Purchase Plan (filed herewith).                                                                                                                                              
|        | 99.2 |  |         | Report of PricewaterhouseCoopers with respect to the Accenture
    Ltd 2001 Employee Share Purchase Plan (filed herewith).                                                                                                                                
|        | 99.3 |  |         | Financial Statements as of August 31, 2003 and
    August 31, 2002 and for the years ended August 31,
    2003 and 2002 and the period ended August 31, 2001 with
    respect to the Accenture Ltd 2001 Employee Share Purchase Plan
    (filed herewith).

(b) Reports on Form 8-K.

During the quarter ended August 31, 2003, the following
reports on Form 8-K were filed by the Registrant.

Current Report on Form 8-K dated July 15, 2003 with
respect to issuance of a press release announcing results for
the third quarter of fiscal 2003.

Current Report on Form 8-K dated August 15, 2003 with
respect to the filing of certain information regarding the 2003
Annual General meeting of Shareholders.

(c) See Item 14(a)(3) above.

(d) See Item 14(a)(2) above.

89



---



##### 



ACCENTURE LTD AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

|                                                                                                                      |                                                                           |      |     |     | 
|--------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------- | ---- | --- | --- | 
|                                                                                                                      |                                                                           | Page |    
|                                                                                                                      |                                                                           |      |    
|Independent Auditors Report                                                                                          |                                                                           |      | F-2 |    
|Report of Independent Accountants                                                                                     |                                                                           |      | F-3 |    
|Financial Statements as of August 31, 2003
    and August 31, 2002 and for the three years ended
    August 31, 2003: |                                                                           |      |     |    
|                                                                                                                      | Consolidated Balance Sheets                                               |      |     | F-4 | 
|                                                                                                                      | Consolidated Income Statements                                            |      |     | F-5 | 
|                                                                                                                      | Consolidated Shareholders Equity and
    Comprehensive Income Statements |      |     | F-6 | 
|                                                                                                                      | Consolidated Cash Flows Statements                                        |      |     | F-8 | 
|Notes to Consolidated Financial Statements                                                                            |                                                                           |      | F-9 |    

F-1



---



##### 



INDEPENDENT AUDITORS REPORT

To the Board of Directors and Shareholders of Accenture
Ltd:

We have audited the accompanying consolidated balance sheets of
Accenture Ltd and its subsidiaries as of August 31, 2003
and 2002, and the related consolidated statements of income,
shareholders equity and comprehensive income, and cash
flows for the years then ended. These consolidated financial
statements are the responsibility of the Companys
management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of Accenture Ltd and its subsidiaries as of
August 31, 2003 and 2002, and the results of their
operations and their cash flows for the years then ended in
conformity with accounting principles generally accepted in the
United States of America.

/s/ KPMG LLP





F-2



---



##### 



REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of Accenture
Ltd:

In our opinion, the accompanying consolidated income statement,
consolidated shareholders equity and comprehensive income
statement and consolidated cash flows statement present fairly,
in all material respects, the results of operations of Accenture
Ltd and its subsidiaries and their cash flows for the year ended
August 31, 2001 in conformity with accounting principles
generally accepted in the United States of America. These
financial statements are the responsibility of the
Companys management; our responsibility is to express an
opinion on these financial statements based on our audit. We
conducted our audit of these statements in accordance with
auditing standards generally accepted in the United States of
America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by
management, and evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable
basis for our opinion.

As discussed in Note 8 to the consolidated financial statements,
in 2001 the Company changed its method of accounting for
derivative instruments and hedging activities.

/s/ PricewaterhouseCoopers LLP







F-3



---



##### 



ACCENTURE LTD

CONSOLIDATED BALANCE SHEETS

August 31, 2003 and 2002

(In thousands of U.S. dollars except share and per share
amounts)


|                                               |                                                                                                                                                                                                            |                               |           |           |           |   |           |            |           | 
|---------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------- | --------- | --------- | --------- | - | --------- | ---------- | --------- | 
|                                               |                                                                                                                                                                                                            | 2003                          |           |           | 2002      |  
|                                               |                                                                                                                                                                                                            |                               |           |           |           |  
|ASSETS                                         |                                                                                                                                                                                                            |                               |           |           |           |   |           |           
|CURRENT ASSETS:                                |                                                                                                                                                                                                            |                               |           |           |           |   |           |           
|                                               | Cash and cash equivalents                                                                                                                                                                                  |                               | $         | 2,332,161 |           |   | $         | 1,316,976  |          
|                                               | Restricted cash                                                                                                                                                                                            |                               |           | 83,280    |           |   |           | 79,445     |          
|                                               | Receivables from clients, net                                                                                                                                                                              |                               |           | 1,416,153 |           |   |           | 1,330,642  |          
|                                               | Unbilled services                                                                                                                                                                                          |                               |           | 828,515   |           |   |           | 774,214    |          
|                                               | Due from related parties                                                                                                                                                                                   |                               |           | 739       |           |   |           | 39,488     |          
|                                               | Deferred income taxes, net                                                                                                                                                                                 |                               |           | 147,040   |           |   |           | 189,976    |          
|                                               | Other current assets                                                                                                                                                                                       |                               |           | 229,323   |           |   |           | 321,570    |          
|                                               |                                                                                                                                                                                                            |                               |           |           |           |  
|                                               |                                                                                                                                                                                                            | Total current assets          |           |           | 5,037,211 |   |           |            | 4,052,311 | 
|                                               |                                                                                                                                                                                                            |                               |           |           |           |  
|NON-CURRENT ASSETS:                            |                                                                                                                                                                                                            |                               |           |           |           |   |           |           
|                                               | Unbilled services                                                                                                                                                                                          |                               |           | 132,522   |           |   |           | 106,162    |          
|                                               | Investments                                                                                                                                                                                                |                               |           | 33,330    |           |   |           | 84,794     |          
|                                               | Property and equipment, net                                                                                                                                                                                |                               |           | 650,455   |           |   |           | 716,504    |          
|                                               | Goodwill                                                                                                                                                                                                   |                               |           | 188,659   |           |   |           | 167,603    |          
|                                               | Deferred income taxes, net                                                                                                                                                                                 |                               |           | 326,286   |           |   |           | 283,969    |          
|                                               | Other non-current assets                                                                                                                                                                                   |                               |           | 90,777    |           |   |           | 67,605     |          
|                                               |                                                                                                                                                                                                            |                               |           |           |           |  
|                                               |                                                                                                                                                                                                            | Total non-current assets      |           |           | 1,422,029 |   |           |            | 1,426,637 | 
|                                               |                                                                                                                                                                                                            |                               |           |           |           |  
|TOTAL ASSETS                                   |                                                                                                                                                                                                            | $                             | 6,459,240 |           |           | $ | 5,478,948 |           
|                                               |                                                                                                                                                                                                            |                               |           |           |           |  
|LIABILITIES AND SHAREHOLDERS
    EQUITY       |                                                                                                                                                                                                            |                               |           |           |           |   |           |           
|CURRENT LIABILITIES:                           |                                                                                                                                                                                                            |                               |           |           |           |   |           |           
|                                               | Short-term bank borrowings                                                                                                                                                                                 |                               | $         | 43,500    |           |   | $         | 57,922     |          
|                                               | Current portion of long-term debt                                                                                                                                                                          |                               |           | 2,662     |           |   |           | 5,177      |          
|                                               | Accounts payable                                                                                                                                                                                           |                               |           | 573,201   |           |   |           | 450,208    |          
|                                               | Deferred revenues                                                                                                                                                                                          |                               |           | 676,841   |           |   |           | 543,917    |          
|                                               | Accrued payroll and related benefits                                                                                                                                                                       |                               |           | 974,319   |           |   |           | 1,139,887  |          
|                                               | Income taxes payable                                                                                                                                                                                       |                               |           | 671,026   |           |   |           | 459,836    |          
|                                               | Deferred income taxes, net                                                                                                                                                                                 |                               |           | 22,390    |           |   |           | 18,884     |          
|                                               | Other accrued liabilities                                                                                                                                                                                  |                               |           | 387,157   |           |   |           | 651,231    |          
|                                               |                                                                                                                                                                                                            |                               |           |           |           |  
|                                               |                                                                                                                                                                                                            | Total current liabilities     |           |           | 3,351,096 |   |           |            | 3,327,062 | 
|                                               |                                                                                                                                                                                                            |                               |           |           |           |  
|NON-CURRENT LIABILITIES:                       |                                                                                                                                                                                                            |                               |           |           |           |   |           |           
|                                               | Long-term debt                                                                                                                                                                                             |                               |           | 13,955    |           |   |           | 3,428      |          
|                                               | Retirement obligation                                                                                                                                                                                      |                               |           | 575,973   |           |   |           | 382,180    |          
|                                               | Deferred income taxes, net                                                                                                                                                                                 |                               |           | 3,572     |           |   |           | 16,674     |          
|                                               | Other non-current liabilities                                                                                                                                                                              |                               |           | 836,850   |           |   |           | 791,582    |          
|                                               |                                                                                                                                                                                                            |                               |           |           |           |  
|                                               |                                                                                                                                                                                                            | Total non-current liabilities |           |           | 1,430,350 |   |           |            | 1,193,864 | 
|                                               |                                                                                                                                                                                                            |                               |           |           |           |  
|MINORITY INTEREST                              |                                                                                                                                                                                                            |                               | 883,586   |           |           |   | 519,396   |           
|                                               |                                                                                                                                                                                                            |                               |           |           |           |  
|SHAREHOLDERS EQUITY:                          |                                                                                                                                                                                                            |                               |           |           |           |   |           |           
|                                               | Preferred shares, 2,000,000,000 shares
    authorized, 0 shares issued and outstanding                                                                                                                     |                               |           |          |           |   |           |           |          
|                                               | Class A common shares, par value $0.0000225
    per share, 20,000,000,000 shares authorized, 458,628,873 and
    433,695,621 shares issued as of August 31, 2003 and 2002,
    respectively                |                               |           | 10        |           |   |           | 10         |          
|                                               | Class X common shares, par value $0.0000225
    per share, 1,000,000,000 shares authorized, 508,723,411 and
    524,094,456 shares issued and outstanding as of August 31,
    2003 and 2002, respectively |                               |           | 11        |           |   |           | 13         |          
|                                               | Restricted share units (related to Class A
    common shares), 33,803,376 and 58,265,829 units issued and
    outstanding as of August 31, 2003 and 2002, respectively                                     |                               |           | 495,024   |           |   |           | 848,218    |          
|                                               | Additional paid-in capital                                                                                                                                                                                 |                               |           | 1,526,387 |           |   |           | 1,397,828  |          
|                                               | Treasury shares, at cost, 5,229,487 and
    13,726,885 shares at August 31, 2003 and 2002,
    respectively                                                                                                |                               |           | (88,198   | )         |   |           | (315,486   | )        
|                                               | Treasury shares owned by Accenture Ltd Stock
    Employee Compensation Trust, at cost, 18,081,800 and 12,562,300
    shares at August 31, 2003 and 2002, respectively                                      |                               |           | (308,878  | )         |   |           | (221,110   | )        
|                                               | Retained deficit                                                                                                                                                                                           |                               |           | (641,915  | )         |   |           | (1,190,415 | )        
|                                               | Accumulated other comprehensive loss                                                                                                                                                                       |                               |           | (188,233  | )         |   |           | (80,432    | )        
|                                               |                                                                                                                                                                                                            |                               |           |           |           |  
|                                               |                                                                                                                                                                                                            | Total shareholders equity    |           |           | 794,208   |   |           |            | 438,626   | 
|                                               |                                                                                                                                                                                                            |                               |           |           |           |  
|TOTAL LIABILITIES AND SHAREHOLDERS
    EQUITY |                                                                                                                                                                                                            | $                             | 6,459,240 |           |           | $ | 5,478,948 |           
|                                               |                                                                                                                                                                                                            |                               |           |           |           |  

The accompanying notes are an integral part of
these financial statements.

F-4



---



##### 



ACCENTURE LTD

CONSOLIDATED INCOME STATEMENTS

For the Years Ended August 31, 2003, 2002 and 2001

(In thousands of U.S. dollars except share and per share
amounts)


|                                                           |                                                                         |                                                |                           |            |            |            |               |            |            |            |           |            |            |            | 
|---------------------------------------------------------- | ----------------------------------------------------------------------- | ---------------------------------------------- | ------------------------- | ---------- | ---------- | ---------- | ------------- | ---------- | ---------- | ---------- | --------- | ---------- | ---------- | ---------- | 
|                                                           |                                                                         | 2003                                           |                           |            | 2002       |            |               | 2001       |           
|                                                           |                                                                         |                                                |                           |            |            |            |               |            |           
|REVENUES:                                                  |                                                                         |                                                |                           |            |            |            |               |            |            |            |           |           
|                                                           | Revenues before reimbursements                                          |                                                | $                         | 11,817,999 |            |            | $             | 11,574,269 |            |            | $         | 11,443,720 |           
|                                                           | Reimbursements                                                          |                                                |                           | 1,579,241  |            |            |               | 1,530,755  |            |            |           | 1,618,152  |           
|                                                           |                                                                         |                                                |                           |            |            |            |               |            |           
|                                                           |                                                                         | Revenues                                       |                           |            | 13,397,240 |            |               |            | 13,105,024 |            |           |            | 13,061,872 |           
|OPERATING EXPENSES:                                        |                                                                         |                                                |                           |            |            |            |               |            |            |            |           |           
|                                                           | Cost of services*:                                                      |                                                |                           |            |            |            |               |            |            |            |           |            |           
|                                                           |                                                                         | Cost of services before reimbursable expenses* |                           |            | 7,508,059  |            |               |            | 6,896,975  |            |           |            | 6,199,213  |           
|                                                           |                                                                         | Reimbursable expenses                          |                           |            | 1,579,241  |            |               |            | 1,530,755  |            |           |            | 1,618,152  |           
|                                                           |                                                                         |                                                |                           |            |            |            |               |            |           
|                                                           |                                                                         | Cost of services*                              |                           |            | 9,087,300  |            |               |            | 8,427,730  |            |           |            | 7,817,365  |           
|                                                           | Sales and marketing*                                                    |                                                |                           | 1,458,484  |            |            |               | 1,565,616  |            |            |           | 1,217,343  |           
|                                                           | General and administrative costs*                                       |                                                |                           | 1,300,221  |            |            |               | 1,615,703  |            |            |           | 1,515,683  |           
|                                                           | Restructuring, reorganization and rebranding
    costs*                 |                                                |                           |           |            |            |               | 110,524    |            |            |           | 848,615    |           
|                                                           | Restricted share unit-based compensation at
    initial public offering |                                                |                           |           |            |            |               |           |            |            |           | 967,110    |           
|                                                           |                                                                         |                                                |                           |            |            |            |               |            |           
|                                                           |                                                                         |                                                | Total operating expenses* |            |            | 11,846,005 |               |            |            | 11,719,573 |           |            |            | 12,366,116 | 
|                                                           |                                                                         |                                                |                           |            |            |            |               |            |           
|OPERATING INCOME*                                          |                                                                         |                                                | 1,551,235                 |            |            |            | 1,385,451     |            |            |            | 695,756   |           
|Gain (loss) on investments, net                            |                                                                         |                                                | 10,123                    |            |            |            | (321,127      | )          |            |            | 107,016   |           
|Interest income                                            |                                                                         |                                                | 41,130                    |            |            |            | 46,185        |            |            |            | 79,778    |           
|Interest expense                                           |                                                                         |                                                | (21,016                   | )          |            |            | (48,864       | )          |            |            | (43,278   | )         
|Other income                                               |                                                                         |                                                | 31,754                    |            |            |            | 14,993        |            |            |            | 16,973    |           
|Equity in losses of affiliates                             |                                                                         |                                                | (409                      | )          |            |            | (9,080        | )          |            |            | (61,388   | )         
|                                                           |                                                                         |                                                |                           |            |            |            |               |            |           
|INCOME BEFORE TAXES*                                       |                                                                         |                                                | 1,612,817                 |            |            |            | 1,067,558     |            |            |            | 794,857   |           
|Provision for taxes                                        |                                                                         |                                                | 566,099                   |            |            |            | 491,071       |            |            |            | 502,616   |           
|                                                           |                                                                         |                                                |                           |            |            |            |               |            |           
|INCOME BEFORE MINORITY INTEREST AND ACCOUNTING
    CHANGE* |                                                                         |                                                | 1,046,718                 |            |            |            | 576,487       |            |            |            | 292,241   |           
|Minority interest                                          |                                                                         |                                                | (548,480                  | )          |            |            | (331,592      | )          |            |            | 577,188   |           
|                                                           |                                                                         |                                                |                           |            |            |            |               |            |           
|INCOME BEFORE ACCOUNTING CHANGE*                           |                                                                         |                                                | 498,238                   |            |            |            | 244,895       |            |            |            | 869,429   |           
|Cumulative effect of accounting change                     |                                                                         |                                                |                          |            |            |            |              |            |            |            | 187,974   |           
|                                                           |                                                                         |                                                |                           |            |            |            |               |            |           
|NET INCOME*                                                |                                                                         | $                                              | 498,238                   |            |            | $          | 244,895       |            |            | $          | 1,057,403 |           
|                                                           |                                                                         |                                                |                           |            |            |            |               |            |           
|Weighted Average Class A Common
    Shares:                |                                                                         |                                                |                           |            |            |            |               |            |            |            |           |           
|Basic                                                      |                                                                         |                                                | 468,592,110               |            |            |            | 425,941,809   |            |            |            |          |           
|Diluted                                                    |                                                                         |                                                | 996,754,596               |            |            |            | 1,023,789,546 |            |            |            |          |           
|Earnings Per Class A Common
    Share:                     |                                                                         |                                                |                           |            |            |            |               |            |            |            |           |           
|Basic                                                      |                                                                         | $                                              | 1.06                      |            |            | $          | 0.57          |            |            |            |          |           
|Diluted                                                    |                                                                         | $                                              | 1.05                      |            |            | $          | 0.56          |            |            |            |          |           




|  |                                                                                               
|- | ----------------------------------------------------------------------------------------------
|* | Excludes payments for partner distributions for
    periods ended on or prior to May 31, 2001.

The accompanying notes are an integral part of
these financial statements.

F-5



---



##### 



ACCENTURE LTD

CONSOLIDATED SHAREHOLDERS EQUITY AND COMPREHENSIVE
INCOME STATEMENTS

For the Years Ended August 31, 2003, 2002 and 2001

(In thousands of U.S. dollars and in thousands of share
amounts)


|                                                         |                                                                                            |                                                                                    |   |         |  |     |         |   |  |                  |         |         |            |   |    |     |  |  |         |         |   |         |         |          |   |  |        |         |   |   |           |           |  | 
|-------------------------------------------------------- | ------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------- | - | ------- |  | --- | ------- | - |  | ---------------- | ------- | ------- | ---------- | - | -- | --- |  |  | ------- | ------- | - | ------- | ------- | -------- | - |  | ------ | ------- | - | - | --------- | --------- |  | 
|                                                         |                                                                                            |                                                                                    |   |         |  |     |         |   |  |                 
|                                                         |                                                                                            |                                                                                    |   | Class A |  |     | Class X |   |  | Restricted Share |         |         |           
|                                                         |                                                                                            |                                                                                    |   | Common  |  |     | Common  |   |  | Units Common     |         |         |           
|                                                         |                                                                                            |                                                                                    |   | Shares  |  |     | Shares  |   |  | Shares           |         |         |           
|                                                         |                                                                                            |                                                                                    |   |         |  |     |         |   |  |                  |         |         | Additional |  
|                                                         |                                                                                            | Preferred                                                                          |   |         |  | No. |         |   |  |                  | No.     |         |            |   |    | No. |  |  | Paid-in |        
|                                                         |                                                                                            | Shares                                                                             |   | $       |  |     | Shares  |   |  | $                |         |         | Shares     |   |    | $   |  |  | Shares  |         |   | Capital |        
|                                                         |                                                                                            |                                                                                    |   |         |  |     |         |   |  |                  |         |         |            |   |    |     |  |  |         |         |   |         |        
|Balance at August 31, 2000                               |                                                                                            | $                                                                                  |  |         |  | $   |        |   |  |                  |        |         |            | $ |   |     |  |  |        |         |   | $       |        |          |   |  |       |         |   | $ |          |          
|Comprehensive income                                     |                                                                                            |                                                                                    |   |         |  |     |         |   |  |                  |         |         |            |   |    |     |  |  |         |         |   |         |         |          |   |  |        |         |   |   |           |          
|                                                         | Partnership income before partner distributions
    for the nine months ended May 31, 2001 |                                                                                    |   |         |  |     |         |   |  |                  |         |         |            |   |    |     |  |  |         |         |   |         |         |          |   |  |        |         |   |   |           |           | 
|                                                         | Net loss for the three months ended
    August 31, 2001                                    |                                                                                    |   |         |  |     |         |   |  |                  |         |         |            |   |    |     |  |  |         |         |   |         |         |          |   |  |        |         |   |   |           |           | 
|                                                         | Other comprehensive income (loss):                                                         |                                                                                    |   |         |  |     |         |   |  |                  |         |         |            |   |    |     |  |  |         |         |   |         |         |          |   |  |        |         |   |   |           |           | 
|                                                         |                                                                                            | Unrealized losses on marketable securities, net
    of reclassification adjustment |   |         |  |     |         |   |  |                  |         |         |            |   |    |     |  |  |         |         |   |         |         |          |   |  |        |         |   |   |           |           |  | 
|                                                         |                                                                                            | Foreign currency translation adjustments                                           |   |         |  |     |         |   |  |                  |         |         |            |   |    |     |  |  |         |         |   |         |         |          |   |  |        |         |   |   |           |           |  | 
|                                                         | Other comprehensive income (loss)                                                          |                                                                                    |   |         |  |     |         |   |  |                  |         |         |            |   |    |     |  |  |         |         |   |         |         |          |   |  |        |         |   |   |           |           | 
|Comprehensive income                                     |                                                                                            |                                                                                    |   |         |  |     |         |   |  |                  |         |         |            |   |    |     |  |  |         |         |   |         |         |          |   |  |        |         |   |   |           |          
|Capital paid in by partners                              |                                                                                            |                                                                                    |   |         |  |     |         |   |  |                  |         |         |            |   |    |     |  |  |         |         |   |         |         |          |   |  |        |         |   |   |           |          
|Repayment of paid- in capital to partners                |                                                                                            |                                                                                    |   |         |  |     |         |   |  |                  |         |         |            |   |    |     |  |  |         |         |   |         |         |          |   |  |        |         |   |   |           |          
|Distribution to AW- SC                                   |                                                                                            |                                                                                    |   |         |  |     |         |   |  |                  |         |         |            |   |    |     |  |  |         |         |   |         |         |          |   |  |        |         |   |   |           |          
|Distribution of partners income                         |                                                                                            |                                                                                    |   |         |  |     |         |   |  |                  |         |         |            |   |    |     |  |  |         |         |   |         |         |          |   |  |        |         |   |   |           |          
|Partner retirement and vacation benefits                 |                                                                                            |                                                                                    |   |         |  |     |         |   |  |                  |         |         |            |   |    |     |  |  |         |         |   |         |         |          |   |  |        |         |   |   |           |          
|Transfer to retained earnings (deficit)                  |                                                                                            |                                                                                    |   |         |  |     |         |   |  |                  |         |         |            |   |    |     |  |  |         |         |   |         |         |          |   |  |        |         |   |   |           |          
|Issuance of shares:                                      |                                                                                            |                                                                                    |   |         |  |     |         |   |  |                  |         |         |            |   |    |     |  |  |         |         |   |         |         |          |   |  |        |         |   |   |           |          
|                                                         | Shares issued upon reorganization to corporate
    structure                               |                                                                                    |   |         |  |     |         | 5 |  |                  |         | 212,257 |            |   |    | 13  |  |  |         | 591,161 |   |         |         |          |   |  |        |         |   |   |           |           | 
|                                                         | Initial public offering, net                                                               |                                                                                    |   |         |  |     |         | 3 |  |                  |         | 131,050 |            |   |    |     |  |  |         |         |   |         |         |          |   |  |        |         |   |   |           | 1,791,441 | 
|                                                         | Restricted share units                                                                     |                                                                                    |   |         |  |     |         |   |  |                  |         |         |            |   |    |     |  |  |         |         |   |         |         | 993,380  |   |  |        | 68,482  |   |   |           |           | 
|Minority interest                                        |                                                                                            |                                                                                    |   |         |  |     |         |   |  |                  |         |         |            |   |    |     |  |  |         |         |   |         |         |          |   |  |        |         |   |   | (958,710  | )        
|                                                         |                                                                                            |                                                                                    |   |         |  |     |         |   |  |                  |         |         |            |   |    |     |  |  |         |         |   |         |         |         
|Balance at August 31, 2001                               |                                                                                            |                                                                                    |  |         |  |     | 8       |   |  |                  | 343,307 |         |            |   | 13 |     |  |  | 591,161 |         |   |         | 993,380 |          |   |  | 68,482 |         |   |   | 832,731   |          
|Comprehensive income                                     |                                                                                            |                                                                                    |   |         |  |     |         |   |  |                  |         |         |            |   |    |     |  |  |         |         |   |         |         |          |   |  |        |         |   |   |           |          
|Net income                                               |                                                                                            |                                                                                    |   |         |  |     |         |   |  |                  |         |         |            |   |    |     |  |  |         |         |   |         |         |          |   |  |        |         |   |   |           |          
|                                                         | Other comprehensive income (loss):                                                         |                                                                                    |   |         |  |     |         |   |  |                  |         |         |            |   |    |     |  |  |         |         |   |         |         |          |   |  |        |         |   |   |           |           | 
|                                                         |                                                                                            | Unrealized gains on marketable securities, net of
    reclassification adjustment  |   |         |  |     |         |   |  |                  |         |         |            |   |    |     |  |  |         |         |   |         |         |          |   |  |        |         |   |   |           |           |  | 
|                                                         | Foreign currency translation adjustments                                                   |                                                                                    |   |         |  |     |         |   |  |                  |         |         |            |   |    |     |  |  |         |         |   |         |         |          |   |  |        |         |   |   |           |           | 
|                                                         | Minimum pension liability adjustment                                                       |                                                                                    |   |         |  |     |         |   |  |                  |         |         |            |   |    |     |  |  |         |         |   |         |         |          |   |  |        |         |   |   |           |           | 
|                                                         | Other comprehensive income (loss)                                                          |                                                                                    |   |         |  |     |         |   |  |                  |         |         |            |   |    |     |  |  |         |         |   |         |         |          |   |  |        |         |   |   |           |           | 
|Comprehensive income                                     |                                                                                            |                                                                                    |   |         |  |     |         |   |  |                  |         |         |            |   |    |     |  |  |         |         |   |         |         |          |   |  |        |         |   |   |           |          
|Income tax benefit on stock-based compensation
    plans |                                                                                            |                                                                                    |   |         |  |     |         |   |  |                  |         |         |            |   |    |     |  |  |         |         |   |         |         |          |   |  |        |         |   |   | 17,651    |          
|Purchases of common shares                               |                                                                                            |                                                                                    |   |         |  |     |         |   |  |                  |         |         |            |   |    |     |  |  |         |         |   |         |         |          |   |  |        |         |   |   |           |          
|Vesting of restricted share units, net                   |                                                                                            |                                                                                    |   |         |  |     |         |   |  |                  |         |         |            |   |    |     |  |  |         |         |   |         | 20,488  |          |   |  | 1,012  |         |   |   |           |          
|Redemption of partners SCA Class I
    common shares    |                                                                                            |                                                                                    |   |         |  |     |         |   |  |                  |         |         |            |   |    |     |  |  |         |         |   |         |         |          |   |  |        |         |   |   | (11,943   | )        
|Issuance of Class A common shares:                       |                                                                                            |                                                                                    |   |         |  |     |         |   |  |                  |         |         |            |   |    |     |  |  |         |         |   |         |         |          |   |  |        |         |   |   |           |          
|                                                         | At carryover basis to minority shareholders                                                |                                                                                    |   |         |  |     |         | 2 |  |                  |         | 69,937  |            |   |    |     |  |  |         | (67,067 | ) |         |         |          |   |  |        |         |   |   |           | 72,707    | 
|                                                         | In May 2002 offering                                                                       |                                                                                    |   |         |  |     |         |   |  |                  |         | 3,910   |            |   |    |     |  |  |         |         |   |         |         |          |   |  |        |         |   |   |           | 75,858    | 
|                                                         | Employee share purchase plan                                                               |                                                                                    |   |         |  |     |         |   |  |                  |         | 5,026   |            |   |    |     |  |  |         |         |   |         |         |          |   |  |        |         |   |   |           | 52,608    | 
|                                                         | Employee stock options                                                                     |                                                                                    |   |         |  |     |         |   |  |                  |         | 235     |            |   |    |     |  |  |         |         |   |         |         |          |   |  |        |         |   |   |           | 2,992     | 
|                                                         | Restricted share units                                                                     |                                                                                    |   |         |  |     |         |   |  |                  |         | 10,022  |            |   |    |     |  |  |         |         |   |         |         | (165,650 | ) |  |        | (11,228 | ) |   |           | 142,168   | 
|                                                         | For acquisitions                                                                           |                                                                                    |   |         |  |     |         |   |  |                  |         | 1,259   |            |   |    |     |  |  |         |         |   |         |         |          |   |  |        |         |   |   |           | 31,350    | 
|Minority interest                                        |                                                                                            |                                                                                    |   |         |  |     |         |   |  |                  |         |         |            |   |    |     |  |  |         |         |   |         |         |          |   |  |        |         |   |   | 181,706   |          
|                                                         |                                                                                            |                                                                                    |   |         |  |     |         |   |  |                  |         |         |            |   |    |     |  |  |         |         |   |         |         |         
|Balance at August 31, 2002                               |                                                                                            |                                                                                    |  |         |  |     | 10      |   |  |                  | 433,696 |         |            |   | 13 |     |  |  | 524,094 |         |   |         | 848,218 |          |   |  | 58,266 |         |   |   | 1,397,828 |          

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                                                         |                                                                                            |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |            |           |  |   |          |          |          |   |            |           |          |  
|-------------------------------------------------------- | ------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------- | -------- | ------- | ----------- |  | ------- | ----- | --- | - | -------- | ----------------- |  | ----------- | ------- | - | ------- | ------------- | ---------- | -------- | ------------- | - | ------------- | - |  | ----- | ---------- | --------- |  | - | -------- | -------- | -------- | - | ---------- | --------- | -------- | -
|                                                         |                                                                                            |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |            
|                                                         |                                                                                            | Treasury                                                                           |          |         | Treasury    |  |         |       |     |   |          |                   |  |             |         |  
|                                                         |                                                                                            | Shares                                                                             |          |         | SharesSECT |  |         |       |     |   |          |                   |  | Accumulated |         |   |        
|                                                         |                                                                                            |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  | Other       |         |   |        
|                                                         |                                                                                            |                                                                                    |          | No.     |             |  |         |       | No. |   |          | Retained Earnings |  |             | Paid-in |   |         | Undistributed |            |          | Comprehensive |   |               |  
|                                                         |                                                                                            | $                                                                                  |          |         | Shares      |  |         | $     |     |   | Shares   |                   |  | (Deficit)   |         |   | Capital |               |            | Earnings |               |   | Income (Loss) |   |  | Total |           
|                                                         |                                                                                            |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |           
|Balance at August 31, 2000                               |                                                                                            | $                                                                                  |         |         |             |  |        |       |     | $ |         |                   |  |             |        |   |         | $             |           |          |               | $ | 403,483       |   |  | $     | 1,347,905  |           |  | $ | 617,065  |          |          | $ | 2,368,453  |          
|Comprehensive income                                     |                                                                                            |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |            |           |  |   |          |          |          |   |            |          
|                                                         | Partnership income before partner distributions
    for the nine months ended May 31, 2001 |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |            | 1,427,185 |  |   |          |          |          |   |            | 1,427,185 |         
|                                                         | Net loss for the three months ended
    August 31, 2001                                    |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            | (369,782 | )             |   |               |   |  |       |            |           |  |   |          |          |          |   |            | (369,782  | )       
|                                                         | Other comprehensive income (loss):                                                         |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |            |           |  |   |          |          |          |   |            |           |         
|                                                         |                                                                                            | Unrealized losses on marketable securities, net
    of reclassification adjustment |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |            |           |  |   |          |          | (700,857 | ) |            |           | (700,857 | )
|                                                         |                                                                                            | Foreign currency translation adjustments                                           |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |            |           |  |   |          |          | (24,842  | ) |            |           | (24,842  | )
|                                                         |                                                                                            |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |           
|                                                         | Other comprehensive income (loss)                                                          |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |            |           |  |   |          | (725,699 | )        |   |            |           |         
|                                                         |                                                                                            |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |           
|Comprehensive income                                     |                                                                                            |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |            |           |  |   |          |          |          |   | 331,704    |          
|Capital paid in by partners                              |                                                                                            |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   | 146,328       |   |  |       |            |           |  |   |          |          |          |   | 146,328    |          
|Repayment of paid- in capital to partners                |                                                                                            |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   | (549,811      | ) |  |       |            |           |  |   |          |          |          |   | (549,811   | )        
|Distribution to AW- SC                                   |                                                                                            |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       | (268,781   | )         |  |   |          |          |          |   | (268,781   | )        
|Distribution of partners income                         |                                                                                            |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       | (3,106,350 | )         |  |   |          |          |          |   | (3,106,350 | )        
|Partner retirement and vacation benefits                 |                                                                                            |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       | (465,487   | )         |  |   |          |          |          |   | (465,487   | )        
|Transfer to retained earnings (deficit)                  |                                                                                            |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               | (1,065,528 | )        |               |   |               |   |  |       | 1,065,528  |           |  |   |          |          |          |   |           |          
|Issuance of shares:                                      |                                                                                            |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |            |           |  |   |          |          |          |   |            |          
|                                                         | Shares issued upon reorganization to corporate
    structure                               |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |            |           |  |   |          |          |          |   |            | 18        |         
|                                                         | Initial public offering, net                                                               |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |            |           |  |   |          |          |          |   |            | 1,791,444 |         
|                                                         | Restricted share units                                                                     |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |            |           |  |   |          |          |          |   |            | 993,380   |         
|Minority interest                                        |                                                                                            |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |            |           |  |   |          |          |          |   | (958,710   | )        
|                                                         |                                                                                            |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |           
|Balance at August 31, 2001                               |                                                                                            |                                                                                    |         |         |             |  |        |       |     |   |         |                   |  |             |        |   |         |               | (1,435,310 | )        |               |   |              |   |  |       |           |           |  |   | (108,634 | )        |          |   | 282,188    |          
|Comprehensive income                                     |                                                                                            |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |            |           |  |   |          |          |          |   |            |          
|Net income                                               |                                                                                            |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               | 244,895    |          |               |   |               |   |  |       |            |           |  |   |          |          |          |   | 244,895    |          
|                                                         | Other comprehensive income (loss):                                                         |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |            |           |  |   |          |          |          |   |            |           |         
|                                                         |                                                                                            | Unrealized gains on marketable securities, net of
    reclassification adjustment  |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |            |           |  |   |          |          | 4,469    |   |            |           | 4,469    |  
|                                                         | Foreign currency translation adjustments                                                   |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |            |           |  |   |          | 36,298   |          |   |            | 36,298    |         
|                                                         | Minimum pension liability adjustment                                                       |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |            |           |  |   |          | (12,565  | )        |   |            | (12,565   | )       
|                                                         |                                                                                            |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |           
|                                                         | Other comprehensive income (loss)                                                          |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |            |           |  |   |          | 28,202   |          |   |            |           |         
|                                                         |                                                                                            |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |           
|Comprehensive income                                     |                                                                                            |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |            |           |  |   |          |          |          |   | 273,097    |          
|Income tax benefit on stock-based compensation
    plans |                                                                                            |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |            |           |  |   |          |          |          |   | 17,651     |          
|Purchases of common shares                               |                                                                                            |                                                                                    | (327,417 | )       |             |  | (14,968 | )     |     |   | (221,110 | )                 |  |             | (12,562 | ) |         |               |            |          |               |   |               |   |  |       |            |           |  |   |          |          |          |   | (548,527   | )        
|Vesting of restricted share units, net                   |                                                                                            |                                                                                    | 2        |         |             |  | (1      | )     |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |            |           |  |   |          |          |          |   | 20,490     |          
|Redemption of partners SCA Class I
    common shares    |                                                                                            |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |            |           |  |   |          |          |          |   | (11,943    | )        
|Issuance of Class A common shares:                       |                                                                                            |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |            |           |  |   |          |          |          |   |            |          
|                                                         | At carryover basis to minority shareholders                                                |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |            |           |  |   |          |          |          |   |            | 72,709    |         
|                                                         | In May 2002 offering                                                                       |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |            |           |  |   |          |          |          |   |            | 75,858    |         
|                                                         | Employee share purchase plan                                                               |                                                                                    |          | (10,581 | )           |  |         | 165   |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |            |           |  |   |          |          |          |   |            | 42,027    |         
|                                                         | Employee stock options                                                                     |                                                                                    |          | 987     |             |  |         | 38    |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |            |           |  |   |          |          |          |   |            | 3,979     |         
|                                                         | Restricted share units                                                                     |                                                                                    |          | 21,523  |             |  |         | 1,039 |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |            |           |  |   |          |          |          |   |            | (1,959    | )       
|                                                         | For acquisitions                                                                           |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |            |           |  |   |          |          |          |   |            | 31,350    |         
|Minority interest                                        |                                                                                            |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |            |           |  |   |          |          |          |   | 181,706    |          
|                                                         |                                                                                            |                                                                                    |          |         |             |  |         |       |     |   |          |                   |  |             |         |   |         |               |            |          |               |   |               |   |  |       |           
|Balance at August 31, 2002                               |                                                                                            |                                                                                    | (315,486 | )       |             |  | (13,727 | )     |     |   | (221,110 | )                 |  |             | (12,562 | ) |         |               | (1,190,415 | )        |               |   |              |   |  |       |           |           |  |   | (80,432  | )        |          |   | 438,626    |          

The accompanying notes are an integral part of
these financial statements.


F-6



---



##### 



ACCENTURE LTD

CONSOLIDATED SHAREHOLDERS EQUITY AND COMPREHENSIVE
INCOME STATEMENTS  (Continued)

For the Years Ended August 31, 2003, 2002 and 2001

(In thousands of U.S. dollars and in thousands of share
amounts)


|                                                                                                                  |                                    |                                                                                   |   |         |  |     |         |  |  |                  |         |        |            |   |    |     |  |  |         |   |  |         |         |          |   |  |        |         |   |   |           |         |  | 
|----------------------------------------------------------------------------------------------------------------- | ---------------------------------- | --------------------------------------------------------------------------------- | - | ------- |  | --- | ------- |  |  | ---------------- | ------- | ------ | ---------- | - | -- | --- |  |  | ------- | - |  | ------- | ------- | -------- | - |  | ------ | ------- | - | - | --------- | ------- |  | 
|                                                                                                                  |                                    |                                                                                   |   |         |  |     |         |  |  |                 
|                                                                                                                  |                                    |                                                                                   |   | Class A |  |     | Class X |  |  | Restricted Share |         |        |           
|                                                                                                                  |                                    |                                                                                   |   | Common  |  |     | Common  |  |  | Units Common     |         |        |           
|                                                                                                                  |                                    |                                                                                   |   | Shares  |  |     | Shares  |  |  | Shares           |         |        |           
|                                                                                                                  |                                    |                                                                                   |   |         |  |     |         |  |  |                  |         |        | Additional |  
|                                                                                                                  |                                    | Preferred                                                                         |   |         |  | No. |         |  |  |                  | No.     |        |            |   |    | No. |  |  | Paid-in |  
|                                                                                                                  |                                    | Shares                                                                            |   | $       |  |     | Shares  |  |  | $                |         |        | Shares     |   |    | $   |  |  | Shares  |   |  | Capital |        
|                                                                                                                  |                                    |                                                                                   |   |         |  |     |         |  |  |                  |         |        |            |   |    |     |  |  |         |   |  |         |        
|Comprehensive income                                                                                              |                                    |                                                                                   |   |         |  |     |         |  |  |                  |         |        |            |   |    |     |  |  |         |   |  |         |         |          |   |  |        |         |   |   |           |        
|                                                                                                                  | Net income                         |                                                                                   |   |         |  |     |         |  |  |                  |         |        |            |   |    |     |  |  |         |   |  |         |         |          |   |  |        |         |   |   |           |         | 
|                                                                                                                  | Other comprehensive income (loss): |                                                                                   |   |         |  |     |         |  |  |                  |         |        |            |   |    |     |  |  |         |   |  |         |         |          |   |  |        |         |   |   |           |         | 
|                                                                                                                  |                                    | Unrealized gains on marketable securities, net of
    reclassification adjustment |   |         |  |     |         |  |  |                  |         |        |            |   |    |     |  |  |         |   |  |         |         |          |   |  |        |         |   |   |           |         |  | 
|                                                                                                                  |                                    | Foreign currency translation adjustments                                          |   |         |  |     |         |  |  |                  |         |        |            |   |    |     |  |  |         |   |  |         |         |          |   |  |        |         |   |   |           |         |  | 
|                                                                                                                  |                                    | Minimum pension liability adjustment                                              |   |         |  |     |         |  |  |                  |         |        |            |   |    |     |  |  |         |   |  |         |         |          |   |  |        |         |   |   |           |         |  | 
|                                                                                                                  | Other comprehensive income (loss)  |                                                                                   |   |         |  |     |         |  |  |                  |         |        |            |   |    |     |  |  |         |   |  |         |         |          |   |  |        |         |   |   |           |         | 
|Comprehensive income                                                                                              |                                    |                                                                                   |   |         |  |     |         |  |  |                  |         |        |            |   |    |     |  |  |         |   |  |         |         |          |   |  |        |         |   |   |           |        
|Income tax benefit on:                                                                                            |                                    |                                                                                   |   |         |  |     |         |  |  |                  |         |        |            |   |    |     |  |  |         |   |  |         |         |          |   |  |        |         |   |   |           |        
|                                                                                                                  | Stock-based compensation plans     |                                                                                   |   |         |  |     |         |  |  |                  |         |        |            |   |    |     |  |  |         |   |  |         |         |          |   |  |        |         |   |   |           | 34,081  | 
|                                                                                                                  | Contract termination               |                                                                                   |   |         |  |     |         |  |  |                  |         |        |            |   |    |     |  |  |         |   |  |         |         |          |   |  |        |         |   |   |           |         | 
|Purchases of common shares                                                                                        |                                    |                                                                                   |   |         |  |     |         |  |  |                  | (3,221  | )      |            |   |    |     |  |  |         |   |  |         |         |          |   |  |        |         |   |   | (53,389   | )      
|Transfer of shares for issuance to employees                                                                      |                                    |                                                                                   |   |         |  |     |         |  |  |                  |         |        |            |   |    |     |  |  |         |   |  |         |         |          |   |  |        |         |   |   |           |        
|Vesting of restricted share units                                                                                 |                                    |                                                                                   |   |         |  |     |         |  |  |                  |         |        |            |   |    |     |  |  |         |   |  |         | 23,452  |          |   |  | 1,195  |         |   |   |           |        
|Cancellation of restricted share units, net                                                                       |                                    |                                                                                   |   |         |  |     |         |  |  |                  |         |        |            |   |    |     |  |  |         |   |  |         | (2,011  | )        |   |  | (124   | )       |   |   |           |        
|Purchases/redemptions of Accenture SCA
    Class I common shares and Canada Holdings Inc. exchangeable
    shares |                                    |                                                                                   |   |         |  |     |         |  |  |                  |         |        |            |   | (2 | )   |  |  | (15,371 | ) |  |         |         |          |   |  |        |         |   |   | (275,316  | )      
|Issuance of Class A common shares:                                                                                |                                    |                                                                                   |   |         |  |     |         |  |  |                  |         |        |            |   |    |     |  |  |         |   |  |         |         |          |   |  |        |         |   |   |           |        
|                                                                                                                  | Employee share purchase plan       |                                                                                   |   |         |  |     |         |  |  |                  |         | 9,313  |            |   |    |     |  |  |         |   |  |         |         |          |   |  |        |         |   |   |           | 74,751  | 
|                                                                                                                  | Employee stock options             |                                                                                   |   |         |  |     |         |  |  |                  |         | 4,652  |            |   |    |     |  |  |         |   |  |         |         |          |   |  |        |         |   |   |           | 61,051  | 
|                                                                                                                  | Restricted share units             |                                                                                   |   |         |  |     |         |  |  |                  |         | 14,189 |            |   |    |     |  |  |         |   |  |         |         | (374,635 | ) |  |        | (25,534 | ) |   |           | 110,213 | 
|Contract termination                                                                                              |                                    |                                                                                   |   |         |  |     |         |  |  |                  |         |        |            |   |    |     |  |  |         |   |  |         |         |          |   |  |        |         |   |   |           |        
|Stock option expense                                                                                              |                                    |                                                                                   |   |         |  |     |         |  |  |                  |         |        |            |   |    |     |  |  |         |   |  |         |         |          |   |  |        |         |   |   | 954       |        
|Minority interest                                                                                                 |                                    |                                                                                   |   |         |  |     |         |  |  |                  |         |        |            |   |    |     |  |  |         |   |  |         |         |          |   |  |        |         |   |   | 176,214   |        
|                                                                                                                  |                                    |                                                                                   |   |         |  |     |         |  |  |                  |         |        |            |   |    |     |  |  |         |   |  |         |         |         
|Balance at August 31, 2003                                                                                        |                                    | $                                                                                 |  |         |  | $   | 10      |  |  |                  | 458,629 |        |            | $ | 11 |     |  |  | 508,723 |   |  | $       | 495,024 |          |   |  | 33,803 |         |   | $ | 1,526,387 |        
|                                                                                                                  |                                    |                                                                                   |   |         |  |     |         |  |  |                  |         |        |            |   |    |     |  |  |         |   |  |         |         |         

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                                                                                                                 |                                    |                                                                                   |         |         |              |  |        |          |     |   |          |          |  |             |         |   |               |   |               |         |               |   |   |       |  |   |   |  |  |   |          |   |          |   |          |          |          |  
|---------------------------------------------------------------------------------------------------------------- | ---------------------------------- | --------------------------------------------------------------------------------- | ------- | ------- | ------------ |  | ------ | -------- | --- | - | -------- | -------- |  | ----------- | ------- | - | ------------- | - | ------------- | ------- | ------------- | - | - | ----- |  | - | - |  |  | - | -------- | - | -------- | - | -------- | -------- | -------- | -
|                                                                                                                 |                                    |                                                                                   |         |         |              |  |        |          |     |   |          |          |  |            
|                                                                                                                 |                                    | Treasury                                                                          |         |         | Treasury     |  |        |          |     |   |          |          |  |             |         |  
|                                                                                                                 |                                    | Shares                                                                            |         |         | Shares SECT |  |        |          |     |   |          |          |  | Accumulated |         |   |              
|                                                                                                                 |                                    |                                                                                   |         |         |              |  |        | Retained |     |   |          |          |  |             | Other   |   |               |  
|                                                                                                                 |                                    |                                                                                   |         | No.     |              |  |        |          | No. |   |          | Earnings |  |             | Paid-in |   | Undistributed |   | Comprehensive |         |               |  
|                                                                                                                 |                                    | $                                                                                 |         |         | Shares       |  |        | $        |     |   | Shares   |          |  | (Deficit)   |         |   | Capital       |   | Earnings      |         | Income (Loss) |   |   | Total | 
|                                                                                                                 |                                    |                                                                                   |         |         |              |  |        |          |     |   |          |          |  |             |         |   |               |   |               |         |               |   |   |       | 
|Comprehensive income                                                                                             |                                    |                                                                                   |         |         |              |  |        |          |     |   |          |          |  |             |         |   |               |   |               |         |               |   |   |       |  |   |   |  |  |   |          |   |          |   |          |         
|                                                                                                                 | Net income                         |                                                                                   |         |         |              |  |        |          |     |   |          |          |  |             |         |   |               |   |               | 498,238 |               |   |   |       |  |   |   |  |  |   |          |   |          |   |          | 498,238  |         
|                                                                                                                 | Other comprehensive income (loss): |                                                                                   |         |         |              |  |        |          |     |   |          |          |  |             |         |   |               |   |               |         |               |   |   |       |  |   |   |  |  |   |          |   |          |   |          |          |         
|                                                                                                                 |                                    | Unrealized gains on marketable securities, net of
    reclassification adjustment |         |         |              |  |        |          |     |   |          |          |  |             |         |   |               |   |               |         |               |   |   |       |  |   |   |  |  |   |          |   | 3,161    |   |          |          | 3,161    |  
|                                                                                                                 |                                    | Foreign currency translation adjustments                                          |         |         |              |  |        |          |     |   |          |          |  |             |         |   |               |   |               |         |               |   |   |       |  |   |   |  |  |   |          |   | (3,419   | ) |          |          | (3,419   | )
|                                                                                                                 |                                    | Minimum pension liability adjustment                                              |         |         |              |  |        |          |     |   |          |          |  |             |         |   |               |   |               |         |               |   |   |       |  |   |   |  |  |   |          |   | (107,543 | ) |          |          | (107,543 | )
|                                                                                                                 |                                    |                                                                                   |         |         |              |  |        |          |     |   |          |          |  |             |         |   |               |   |               |         |               |   |   |       |  |   |  
|                                                                                                                 | Other comprehensive income (loss)  |                                                                                   |         |         |              |  |        |          |     |   |          |          |  |             |         |   |               |   |               |         |               |   |   |       |  |   |   |  |  |   |          |   |          |   |          | (107,801 | )       
|                                                                                                                 |                                    |                                                                                   |         |         |              |  |        |          |     |   |          |          |  |             |         |   |               |   |               |         |               |   |   |       |  |   |  
|Comprehensive income                                                                                             |                                    |                                                                                   |         |         |              |  |        |          |     |   |          |          |  |             |         |   |               |   |               |         |               |   |   |       |  |   |   |  |  |   |          |   |          |   | 390,437  |         
|Income tax benefit on:                                                                                           |                                    |                                                                                   |         |         |              |  |        |          |     |   |          |          |  |             |         |   |               |   |               |         |               |   |   |       |  |   |   |  |  |   |          |   |          |   |          |         
|                                                                                                                 | Stock-based compensation plans     |                                                                                   |         |         |              |  |        |          |     |   |          |          |  |             |         |   |               |   |               |         |               |   |   |       |  |   |   |  |  |   |          |   |          |   |          | 34,081   |         
|                                                                                                                 | Contract termination               |                                                                                   |         |         |              |  |        |          |     |   |          |          |  |             |         |   |               |   |               | 48,555  |               |   |   |       |  |   |   |  |  |   |          |   |          |   |          | 48,555   |         
|Purchases of common shares                                                                                       |                                    |                                                                                   | (79,944 | )       |              |  | (4,789 | )        |     |   | (151,763 | )        |  |             | (8,620  | ) |               |   |               |         |               |   |   |       |  |   |   |  |  |   |          |   |          |   | (285,096 | )       
|Transfer of shares for issuance to employees                                                                     |                                    |                                                                                   | (63,995 | )       |              |  | (3,100 | )        |     |   | 63,995   |          |  |             | 3,100   |   |               |   |               |         |               |   |   |       |  |   |   |  |  |   |          |   |          |   |         |         
|Vesting of restricted share units                                                                                |                                    |                                                                                   |         |         |              |  |        |          |     |   |          |          |  |             |         |   |               |   |               |         |               |   |   |       |  |   |   |  |  |   |          |   |          |   | 23,452   |         
|Cancellation of restricted share units, net                                                                      |                                    |                                                                                   |         |         |              |  |        |          |     |   |          |          |  |             |         |   |               |   |               |         |               |   |   |       |  |   |   |  |  |   |          |   |          |   | (2,011   | )       
|Purchases/redemption of Accenture SCA
    Class I common shares and Canada Holdings Inc. exchangeable
    shares |                                    |                                                                                   |         |         |              |  |        |          |     |   |          |          |  |             |         |   |               |   |               |         |               |   |   |       |  |   |   |  |  |   |          |   |          |   | (275,318 | )       
|Issuance of Class A common shares:                                                                               |                                    |                                                                                   |         |         |              |  |        |          |     |   |          |          |  |             |         |   |               |   |               |         |               |   |   |       |  |   |   |  |  |   |          |   |          |   |          |         
|                                                                                                                 | Employee share purchase plan       |                                                                                   |         | 82,493  |              |  |        | 3,877    |     |   |          |          |  |             |         |   |               |   |               |         |               |   |   |       |  |   |   |  |  |   |          |   |          |   |          | 157,244  |         
|                                                                                                                 | Employee stock options             |                                                                                   |         | 24,312  |              |  |        | 1,165    |     |   |          |          |  |             |         |   |               |   |               |         |               |   |   |       |  |   |   |  |  |   |          |   |          |   |          | 85,363   |         
|                                                                                                                 | Restricted share units             |                                                                                   |         | 264,422 |              |  |        | 11,345   |     |   |          |          |  |             |         |   |               |   |               |         |               |   |   |       |  |   |   |  |  |   |          |   |          |   |          |         |         
|Contract termination                                                                                             |                                    |                                                                                   |         |         |              |  |        |          |     |   |          |          |  |             |         |   |               |   | 1,707         |         |               |   |   |       |  |   |   |  |  |   |          |   |          |   | 1,707    |         
|Stock option expense                                                                                             |                                    |                                                                                   |         |         |              |  |        |          |     |   |          |          |  |             |         |   |               |   |               |         |               |   |   |       |  |   |   |  |  |   |          |   |          |   | 954      |         
|Minority interest                                                                                                |                                    |                                                                                   |         |         |              |  |        |          |     |   |          |          |  |             |         |   |               |   |               |         |               |   |   |       |  |   |   |  |  |   |          |   |          |   | 176,214  |         
|                                                                                                                 |                                    |                                                                                   |         |         |              |  |        |          |     |   |          |          |  |             |         |   |               |   |               |         |               |   |   |       |  |   |  
|Balance at August 31, 2003                                                                                       |                                    | $                                                                                 | (88,198 | )       |              |  | (5,229 | )        |     | $ | (308,878 | )        |  |             | (18,082 | ) |               | $ | (641,915      | )       |               | $ |  |       |  | $ |  |  |  | $ | (188,233 | ) |          | $ | 794,208  |         
|                                                                                                                 |                                    |                                                                                   |         |         |              |  |        |          |     |   |          |          |  |             |         |   |               |   |               |         |               |   |   |       |  |   |  

The accompanying notes are an integral part of
these financial statements.

F-7



---



##### 



ACCENTURE LTD

CONSOLIDATED CASH FLOWS STATEMENTS

For the Years Ended August 31, 2003, 2002 and 2001

(In thousands of U.S. dollars)


|                                                         |                                                                                        |                                                   |                                                                 |                                           |         |          |           |          |          |          |            |            |          |          |            |  
|-------------------------------------------------------- | -------------------------------------------------------------------------------------- | ------------------------------------------------- | --------------------------------------------------------------- | ----------------------------------------- | ------- | -------- | --------- | -------- | -------- | -------- | ---------- | ---------- | -------- | -------- | ---------- | -
|                                                         |                                                                                        | 2003                                              |                                                                 |                                           | 2002    |          |           | 2001     |         
|                                                         |                                                                                        |                                                   |                                                                 |                                           |         |          |           |          |         
|CASH FLOWS FROM OPERATING
    ACTIVITIES:                |                                                                                        |                                                   |                                                                 |                                           |         |          |           |          |          |          |            |           
|                                                         | Net income                                                                             |                                                   | $                                                               | 498,238                                   |         |          | $         | 244,895  |          |          | $          | 1,057,403  |         
|                                                         |                                                                                        |                                                   |                                                                 |                                           |         |          |           |          |         
|                                                         | Adjustments to reconcile net income to net cash
    provided by operating activities  |                                                   |                                                                 |                                           |         |          |           |          |          |          |            |            |         
|                                                         |                                                                                        | Depreciation and amortization                     |                                                                 |                                           | 237,205 |          |           |          | 285,361  |          |            |            | 414,072  |         
|                                                         |                                                                                        | (Gains) losses on investments, net                |                                                                 |                                           | (10,123 | )        |           |          | 321,127  |          |            |            | (107,016 | )       
|                                                         |                                                                                        | Equity in losses of affiliates                    |                                                                 |                                           | 409     |          |           |          | 9,080    |          |            |            | 61,388   |         
|                                                         |                                                                                        | Losses on disposal of property and equipment, net |                                                                 |                                           | 2,826   |          |           |          | 20,679   |          |            |            | 24,725   |         
|                                                         |                                                                                        | Stock-based compensation expense                  |                                                                 |                                           | 51,615  |          |           |          | 54,729   |          |            |            | 967,110  |         
|                                                         |                                                                                        | Deferred income taxes, net                        |                                                                 |                                           | 63,012  |          |           |          | (138,740 | )        |            |            | (299,647 | )       
|                                                         |                                                                                        | Minority interest                                 |                                                                 |                                           | 548,480 |          |           |          | 331,592  |          |            |            | (577,188 | )       
|                                                         |                                                                                        | Other items, net                                  |                                                                 |                                           | 1,302   |          |           |          | (2,851   | )        |            |            | (25,646  | )       
|                                                         |                                                                                        | Cumulative effect of accounting change            |                                                                 |                                           |        |          |           |          |         |          |            |            | (187,974 | )       
|                                                         |                                                                                        | Change in assets and liabilities                 |                                                                 |                                           |         |          |           |          |          |          |            |            |          |         
|                                                         |                                                                                        |                                                   | Decrease (increase) in receivables from
    clients, net        |                                           |         | 23,444   |           |          |          | 207,240  |            |            |          | (48,257  | )         
|                                                         |                                                                                        |                                                   | Decrease (increase) in other current assets                     |                                           |         | 40,691   |           |          |          | (30,504  | )          |            |          | (91,696  | )         
|                                                         |                                                                                        |                                                   | Increase in unbilled services, current and
    non-current      |                                           |         | (26,603  | )         |          |          | (78,948  | )          |            |          | (4,827   | )         
|                                                         |                                                                                        |                                                   | (Increase) decrease in other non-current assets                 |                                           |         | (26,402  | )         |          |          | (8,544   | )          |            |          | 774      |           
|                                                         |                                                                                        |                                                   | Increase in accounts payable                                    |                                           |         | 106,704  |           |          |          | 34,419   |            |            |          | 138,057  |           
|                                                         |                                                                                        |                                                   | Increase (decrease) in due from related
    parties             |                                           |         | 38,690   |           |          |          | (629     | )          |            |          | (89,180  | )         
|                                                         |                                                                                        |                                                   | Increase (decrease) in deferred revenues                        |                                           |         | 88,365   |           |          |          | (246,807 | )          |            |          | (114,942 | )         
|                                                         |                                                                                        |                                                   | (Decrease) increase in accrued payroll and
    related benefits |                                           |         | (203,187 | )         |          |          | (1,887   | )          |            |          | 250,968  |           
|                                                         |                                                                                        |                                                   | Increase (decrease) in income taxes payable                     |                                           |         | 241,368  |           |          |          | (55,468  | )          |            |          | 231,573  |           
|                                                         |                                                                                        |                                                   | (Decrease) increase in other accrued liabilities                |                                           |         | (113,967 | )         |          |          | 177,132  |            |            |          | 11,418   |           
|                                                         |                                                                                        |                                                   | (Decrease) increase in other non-current
    liabilities        |                                           |         | (48,959  | )         |          |          | (58,494  | )          |            |          | 669,499  |           
|                                                         |                                                                                        |                                                   |                                                                 |                                           |         |          |           |          |         
|                                                         |                                                                                        |                                                   |                                                                 | Net cash provided by operating activities |         |          | 1,513,108 |          |          |          | 1,063,382  |            |          |          | 2,280,614  |  
|                                                         |                                                                                        |                                                   |                                                                 |                                           |         |          |           |          |         
|CASH FLOWS FROM INVESTING
    ACTIVITIES:                |                                                                                        |                                                   |                                                                 |                                           |         |          |           |          |          |          |            |           
|                                                         | Proceeds from sales of investments                                                     |                                                   |                                                                 | 103,790                                   |         |          |           | 16,233   |          |          |            | 427,561    |         
|                                                         | Proceeds from sales of property and equipment                                          |                                                   |                                                                 | 18,768                                    |         |          |           | 68,309   |          |          |            | 22,778     |         
|                                                         | Purchases of businesses and investments, net of
    cash acquired                      |                                                   |                                                                 | (19,833                                   | )       |          |           | (69,743  | )        |          |            | (326,086   | )       
|                                                         | Purchase of intangible assets                                                          |                                                   |                                                                 |                                          |         |          |           |         |          |          |            | (157,000   | )       
|                                                         | Purchases of property and equipment                                                    |                                                   |                                                                 | (211,565                                  | )       |          |           | (262,831 | )        |          |            | (377,930   | )       
|                                                         |                                                                                        |                                                   |                                                                 |                                           |         |          |           |          |         
|                                                         |                                                                                        |                                                   |                                                                 | Net cash used in investing activities     |         |          | (108,840  | )        |          |          | (248,032   | )          |          |          | (410,677   | )
|                                                         |                                                                                        |                                                   |                                                                 |                                           |         |          |           |          |         
|CASH FLOWS FROM FINANCING
    ACTIVITIES:                |                                                                                        |                                                   |                                                                 |                                           |         |          |           |          |          |          |            |           
|                                                         | Capital paid in by partners                                                            |                                                   |                                                                 |                                          |         |          |           |         |          |          |            | 146,328    |         
|                                                         | Repayment of paid-in capital to partners                                               |                                                   |                                                                 |                                          |         |          |           |         |          |          |            | (524,130   | )       
|                                                         | Distribution of partners pre-incorporation
    income                                 |                                                   |                                                                 |                                          |         |          |           | (765,631 | )        |          |            | (2,282,141 | )       
|                                                         | Payment to AW-SC                                                                       |                                                   |                                                                 |                                          |         |          |           |         |          |          |            | (313,832   | )       
|                                                         | Contract termination payment                                                           |                                                   |                                                                 | (147,569                                  | )       |          |           |         |          |          |            |           |         
|                                                         | Issuance of Accenture Ltd Class A common
    shares                                    |                                                   |                                                                 | 242,607                                   |         |          |           | 121,864  |          |          |            | 1,791,444  |         
|                                                         | Purchase of Accenture Ltd Class A common
    shares                                    |                                                   |                                                                 | (285,096                                  | )       |          |           | (548,527 | )        |          |            |           |         
|                                                         | Purchase of Accenture SCA Class I common
    shares                                    |                                                   |                                                                 | (275,318                                  | )       |          |           | (12,191  | )        |          |            |           |         
|                                                         | Proceeds from issuance of long-term debt                                               |                                                   |                                                                 | 2,006                                     |         |          |           | 8,476    |          |          |            | 1,787      |         
|                                                         | Repayments of long-term debt                                                           |                                                   |                                                                 | (5,953                                    | )       |          |           | (2,017   | )        |          |            | (19,653    | )       
|                                                         | Proceeds from issuance of short-term bank
    borrowings                               |                                                   |                                                                 | 116,978                                   |         |          |           | 364,552  |          |          |            | 876,495    |         
|                                                         | Repayments of short-term bank borrowings                                               |                                                   |                                                                 | (135,449                                  | )       |          |           | (501,836 | )        |          |            | (843,264   | )       
|                                                         | Increase in restricted cash of Accenture Stock
    Employee Compensation Trust         |                                                   |                                                                 | (3,835                                    | )       |          |           | (79,445  | )        |          |            |           |         
|                                                         |                                                                                        |                                                   |                                                                 |                                           |         |          |           |          |         
|                                                         |                                                                                        |                                                   |                                                                 | Net cash used in financing activities     |         |          | (491,629  | )        |          |          | (1,414,755 | )          |          |          | (1,166,966 | )
|                                                         | Effect of exchange rate changes on cash and cash
    equivalents                       |                                                   |                                                                 | 102,546                                   |         |          |           | 36,298   |          |          |            | (93,404    | )       
|                                                         |                                                                                        |                                                   |                                                                 |                                           |         |          |           |          |         
|NET INCREASE (DECREASE) IN CASH AND CASH
    EQUIVALENTS |                                                                                        |                                                   | 1,015,185                                                       |                                           |         |          | (563,107  | )        |          |          | 609,567    |           
|CASH AND CASH EQUIVALENTS,beginning of period            |                                                                                        |                                                   | 1,316,976                                                       |                                           |         |          | 1,880,083 |          |          |          | 1,270,516  |           
|                                                         |                                                                                        |                                                   |                                                                 |                                           |         |          |           |          |         
|CASH AND CASH EQUIVALENTS,end of period                  |                                                                                        | $                                                 | 2,332,161                                                       |                                           |         | $        | 1,316,976 |          |          | $        | 1,880,083  |           
|                                                         |                                                                                        |                                                   |                                                                 |                                           |         |          |           |          |         
|Supplemental cash flow information                       |                                                                                        |                                                   |                                                                 |                                           |         |          |           |          |          |          |            |           
|                                                         | Interest paid                                                                          |                                                   | $                                                               | 20,117                                    |         |          | $         | 32,876   |          |          | $          | 37,091     |         
|                                                         | Income taxes paid                                                                      |                                                   | $                                                               | 255,219                                   |         |          | $         | 716,578  |          |          | $          | 187,640    |         

The accompanying notes are an integral part of
these financial statements.

F-8



---



##### 



ACCENTURE LTD

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(In thousands of U.S. dollars except share and per share
amounts or as otherwise disclosed)


1.     SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES

Description of Business

Accenture is one of the worlds leading management
consulting, technology services and outsourcing organizations.
We had approximately $11.82 billion of revenues before
reimbursements for the fiscal year ended August 31, 2003.
As of August 31, 2003, we had more than
83,000 employees based in over 110 offices in
48 countries delivering to our clients a wide range of
management consulting, technology and outsourcing services and
solutions. We operate globally with one common brand and
business model designed to enable us to serve our clients on a
consistent basis around the world. We work with clients of all
sizes and have extensive relationships with the worlds
leading companies and governments.

Our leading position results from the fact that we are one of
the largest management consulting, technology services and
outsourcing companies in the world in terms of number of
employees, industries served and revenues. Based on our
knowledge of our business and the business of our competitors,
we believe that few other organizations provide as broad a range
of management consulting, technology and outsourcing services
and solutions to as many industries in as many geographic
markets as we do.

Our business consists of using our industry and business-process
knowledge, our service offering expertise and our insight into
and access to existing and emerging technologies to identify new
business and technology trends and formulate and implement
solutions for clients under demanding time constraints. We help
clients identify and enter new markets, increase revenues in
existing markets, improve operational performance and deliver
their products and services more effectively and efficiently.

Principles of Consolidation

The consolidated financial statements include the accounts of
Accenture Ltd, a Bermuda company, and its controlled subsidiary
companies (together Accenture, the
Company, we, our, or
us). In May 2001, the predecessors of many of
what are now Accenture Ltds controlled subsidiary
companies completed a transition to a corporate structure with
Accenture Ltd becoming the holding company.

Accenture Ltds only business is to hold Class I and
Class II common shares in, and to act as the sole general
partner of, its subsidiary, Accenture SCA, a Luxembourg
partnership limited by shares. Accenture operates its business
through Accenture SCA and subsidiaries of Accenture SCA.
Accenture Ltd controls Accenture SCAs management and
operations and consolidates Accenture SCAs results in its
financial statements.

Prior to the transition to a corporate structure, the
predecessors of many of what are now Accenture Ltds
controlled subsidiary companies operated as a series of related
partnerships and corporations under the control of the partners
and shareholders of these entities. Partners, who became
employees following the transition, received Accenture Ltd
Class A common shares or, in the case of partners resident
in specified countries, Class I common shares issued by
Accenture SCA or exchangeable shares issued by Accenture Canada
Holdings Inc., an indirect subsidiary of Accenture

F-9



---



##### 



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars except share and per share
amounts or as otherwise disclosed)


SCA, in lieu of their interests in these partnerships and
corporations. The transition to a corporate structure was
accounted for as a reorganization at carryover basis.

The shares of Accenture SCA and Accenture Canada Holdings Inc.
held by persons other than Accenture are treated as a minority
interest in the consolidated financial statements of Accenture
Ltd. The minority interest percentages were 52% and 53% at
August 31, 2003 and 2002, respectively. Purchases and/or
redemptions of Accenture SCA Class I common shares or
Accenture Canada Holdings Inc. exchangeable shares are accounted
for at carryover basis.

The accompanying financial statements for periods ended on or
prior to May 31, 2001 have been prepared on a combined basis and
reflect the accounts of the predecessors of what are now
Accenture Ltds controlled subsidiary companies which prior
to May 31, 2001, included Accenture Partners
Société Coopérative (Geneva,
Switzerland  the administrative coordinating entity,
APSC) and a number of entities, many of which
operated as partnerships, that had entered into contractual
relationships with APSC, together with all entities controlled
by them. Accordingly, compensation and benefits for services
rendered by partners have not been reflected as an expense in
the combined financial statements for periods ended on or prior
to May 31, 2001.

Accenture continues to use the term partner to refer
to executive employees who have been granted that title.

Revenue Recognition

Revenues from contracts for technology integration consulting
services where we design/re-design, build and implement new or
enhanced systems applications and related processes for our
clients are recognized on the percentage-of-completion method in
accordance with American Institute of Certified Public
Accountants Statement of Position 81-1, Accounting
for Performance of Construction-Type and Certain Production-Type
Contracts. Percentage-of-completion accounting involves
calculating the percentage of services provided during the
period compared to the total estimated services to be provided
over the duration of the contract. This method is followed where
reasonably dependable estimates of the revenues and costs
applicable to various elements of a contract can be made.
Estimates of total contract revenues and costs are continuously
monitored during the term of the contract, and recorded revenues
and costs are subject to revision as the contract progresses.
Such revisions may result in increases or decreases to revenues
and income and are reflected in the financial statements in the
period in which they are first identified. For technology
integration contracts, estimated revenues for applying the
percentage-of-completion method include estimated incentives for
which achievement of defined goals is deemed probable.

Revenues from contracts for non-technology integration
consulting services with fees based on time and materials or
cost-plus are recognized in accordance with SEC Staff Accounting
Bulletin No. 101 (SAB 101), Revenue Recognition in
Financial Statements, as the services are performed (as
measured by time incurred) and amounts earned. We consider
amounts to be earned once evidence of an arrangement has been
obtained, services are delivered, fees are fixed or
determinable, and collectibility is reasonably assured. In such
contracts, our efforts, measured by time incurred, typically
represents the contractual milestones or output measure, which
is the contractual earnings pattern. For non-technology
integration consulting contracts with fixed fees, we recognize
revenues as amounts become billable in accordance with contract
terms provided the billable amounts are not

F-10



---



##### 



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars except share and per share
amounts or as otherwise disclosed)


contingent, are consistent with the services delivered, and are
earned. Contingent or incentive revenues relating to
non-technology integration consulting contracts are recognized
when the contingency is satisfied and we conclude the amounts
are earned.

Outsourcing contracts typically span several years. In a number
of these arrangements we hire client employees and become
responsible for client obligations. Revenues are recognized on
outsourcing contracts as amounts become billable in accordance
with contract terms, unless the amounts are billed in advance of
performance of services in which case revenues are recognized
when the services are performed and amounts are earned in
accordance with SAB 101. Revenues from time and materials or
cost-plus contracts are recognized as the services are
performed. In such contracts, our effort, measured by time
incurred, represents the contractual milestones or output
measure, which is the contractual earnings pattern. Revenues
from unit-priced contracts are recognized as transactions are
processed based on objective measures of output. Revenues from
fixed price contracts are recognized on a straight-line basis
unless we can determine revenues are earned and obligations are
fulfilled in a different pattern. Outsourcing contracts can also
include incentive payments for benefits delivered to clients.
Revenues relating to such incentive payments are recorded when
the contingency is satisfied and we conclude the amounts are
earned.

Contracts containing multiple services are segmented into
separate elements when the services represent separate earnings
processes. Revenues for contracts with multiple elements are
allocated based on the fair value of the elements and are
recognized in accordance with our accounting policies for each
separate element, as described above. Fair value is determined
based on the prices charged when each element is sold separately.

Losses on contracts are recognized during the period in which
the loss first becomes probable and reasonably estimable.
Contract losses are determined to be the amount by which the
estimated direct and indirect costs of the contract exceed the
estimated total revenues that will be generated by the contract.
Losses recognized during each of the three years ended
August 31, 2003 were insignificant.

Revenues recognized in excess of billings are recorded as
Unbilled services. Billings in excess of revenues recognized are
recorded as Deferred revenues until revenue recognition criteria
are met. Reimbursements, including those relating to travel and
other out-of-pocket expenses, and other similar third-party
costs, such as the cost of hardware and software resales, are
included in Revenues, and an equivalent amount of reimbursable
expenses are included in Cost of services.

Operating Expenses

Subcontractor costs are included in Cost of services when they
are incurred. Training costs were $390,803, $433,566 and
$691,513 in fiscal 2003, fiscal 2002 and fiscal 2001,
respectively. Research and development and advertising costs are
expensed as incurred. Research and development costs were
$250,374, $234,558 and $271,336 in fiscal 2003, fiscal 2002 and
fiscal 2001, respectively. Advertising costs were $69,544,
$74,722 and $149,900 in fiscal 2003, fiscal 2002 and fiscal
2001, respectively. The Provision for doubtful accounts was
($20,243), $80,100 and $1,587 in fiscal 2003, fiscal 2002 and
fiscal 2001, respectively. The related Allowance for doubtful
accounts was $37,663 and $51,496 at August 31, 2003 and
2002, respectively.

F-11



---



##### 



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars except share and per share
amounts or as otherwise disclosed)


Translation of Non-U.S. Currency Amounts

The net assets and operations of entities outside of the United
States are translated into U.S. dollars. Assets and liabilities
are translated at year-end exchange rates and income and expense
items are translated at average exchange rates prevailing during
the year. Translation adjustments are included in Accumulated
other comprehensive income (loss). Gains and losses arising from
intercompany foreign currency transactions that are of a
long-term-investment nature are reported in the same manner as
translation adjustments.

Foreign currency transaction gains/(losses) are included in
Other income (expense) and totaled $32,025, $9,832 and
($1,279) in fiscal 2003, fiscal 2002 and fiscal 2001,
respectively.

Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents consist of all cash balances and
highly liquid investments with original maturities of three
months or less, including time deposits and certificates of
deposit of $521,056 and $406,574 at August 31, 2003 and
2002, respectively. As a result of certain subsidiaries
cash management systems, checks issued but not presented to the
banks for payment may create negative book cash payables. Such
negative balances are classified as Short-term bank borrowings.
Restricted cash represents cash available to the Accenture Stock
Employee Compensation Trust (SECT) for open-market
share purchases that will be used to fund equity-based awards
for Accenture employees.

Concentrations of Credit Risk

Accentures financial instruments that are exposed to
concentrations of credit risk consist primarily of cash and cash
equivalents, foreign exchange derivatives and client
receivables. Accenture places its cash and cash equivalents and
foreign exchange derivatives with highly-rated financial
institutions, limits the amount of credit exposure with any one
financial institution and conducts ongoing evaluation of the
credit worthiness of the financial institutions with which it
does business. Client receivables are dispersed across many
different industries and geographies; therefore, concentrations
of credit risk are limited.

Investments

Investments in marketable equity securities are recorded at fair
value and are classified as available-for-sale. The difference
between cost and fair value is recorded in Accumulated other
comprehensive income (loss). The cost of securities sold is
determined on an average cost basis.

Accenture may receive warrants issued by other companies
primarily in exchange for services, alliances and directorships.
At the measurement date, these warrants are recorded at
estimated fair value. Warrants received in connection with
services and alliances are recorded as Revenues. Warrants
received in connection with directorships are recorded as Other
income (expense). Warrants in public companies and those that
can be net share settled in private companies are deemed
derivative financial instruments and are recorded on the
Consolidated Balance Sheets at fair value. Changes in fair value
of these warrants are recognized in the Consolidated Income
Statements and included in Gain (loss) on investments, net.

F-12



---



##### 



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars except share and per share
amounts or as otherwise disclosed)


Management conducts a quarterly impairment review of each
investment in the portfolio, including historical and projected
financial performance, expected cash needs and recent funding
events. Other-than-temporary impairments of investments are
recognized if the market value of the investment is below its
cost basis for an extended period or the issuer has experienced
significant financial declines or difficulties in raising
capital to continue operations.

The equity method of accounting is used for unconsolidated
investments in which Accenture exercises significant influence.
All other investments are accounted for under the cost method.

Foreign Exchange Instruments

In the normal course of business, Accenture uses derivative
financial instruments to manage foreign currency exchange rate
risk. We hedge cash flow exposures for our countries using a
combination of forwards and options contracts. These instruments
are generally short term in nature, with maturities of less than
one year and are subject to fluctuations in foreign exchange
rates and credit risk. From time to time, we enter into forwards
or options contracts that are of a long term nature. Credit risk
is managed through careful selection and ongoing evaluation of
the financial institutions it utilizes as counterparties.

Accenture does not designate any of its derivatives as hedges as
defined by Statement of Financial Accounting Standards
(SFAS) No. 133, Accounting for Derivative
Instruments and Hedging Activities. Therefore, the changes
in fair market value of all derivatives are recognized in the
Consolidated Income Statements and included in Other income
(expense).

Property and Equipment

Property and equipment is stated at cost, less accumulated
depreciation. Depreciation of property and equipment is computed
on a straight-line basis over the following estimated useful
lives:

|                                          |  |                                |                | 
|----------------------------------------- |  | ------------------------------ | -------------- | 
|Buildings                                 |  |                                | 20 to 25 years | 
|Leasehold improvements                    |  | Term of lease,15 years maximum
|Computers, related equipment and software |  |                                | 2 to 5 years   | 
|Furniture and fixtures                    |  |                                | 7 to 10 years  | 

Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an
asset or group of assets may not be recoverable. Recoverability
of long-lived assets or group of assets is assessed by a
comparison of the carrying amount to the estimated future net
cash flows. If estimated future undiscounted net cash flows are
less than the carrying amount, the asset is considered impaired
and expense is recorded at an amount required to reduce the
carrying amount to fair value.

F-13



---



##### 



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars except share and per share
amounts or as otherwise disclosed)


Employee Stock-Based Compensation Awards

Accenture follows Accounting Principles Board Opinion
No. 25 (APB 25), Accounting for
Stock Issued to Employees, in accounting for its employee
stock options and share purchase rights. Accordingly, no
compensation expense is recognized for share purchase rights
granted under the Companys employee stock option and
employee share purchase plan. Had compensation cost for the
Companys employee stock option and employee share purchase
plan been determined based on fair value at the grant date
consistent with SFAS 123, Accounting for Stock-Based
Compensation, the Companys net income and earnings
per share would have been reduced to the pro forma amounts
indicated below:

|                                           |                                                                                                                                                                          |      |         |         |      |   |         |          |   |   |           |          |  
|------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---- | ------- | ------- | ---- | - | ------- | -------- | - | - | --------- | -------- | -
|                                           |                                                                                                                                                                          | 2003 |         |         | 2002 |   |         | 2001     |  
|                                           |                                                                                                                                                                          |      |         |         |      |   |         |          |  
|Net income as reported                     |                                                                                                                                                                          | $    | 498,238 |         |      | $ | 244,895 |          |   | $ | 1,057,403 |         
|                                           | Add: Stock-based compensation expense already
    included in net income as reported, net of tax and minority
    interest                                               |      |         | 22,279  |      |   |         | 21,253   |   |   |           | 285,343  |  
|                                           | Deduct: Pro forma employee compensation cost
    related to stock options, restricted share units and employee
    share purchase plan, net of tax and minority interest |      |         | (83,015 | )    |   |         | (126,344 | ) |   |           | (290,544 | )
|                                           |                                                                                                                                                                          |      |         |         |      |   |         |          |  
|Pro forma income                           |                                                                                                                                                                          | $    | 437,502 |         |      | $ | 139,804 |          |   | $ | 1,052,202 |         
|                                           |                                                                                                                                                                          |      |         |         |      |   |         |          |  
|Basic earnings per Class A common share:   |                                                                                                                                                                          |      |         |         |      |   |         |          |   |   |           |         
|                                           | As reported                                                                                                                                                              |      | $       | 1.06    |      |   | $       | 0.57     |   |   | $         |         |  
|                                           | Pro forma                                                                                                                                                                |      | $       | 0.93    |      |   | $       | 0.33     |   |   | $         |         |  
|Diluted earnings per Class A common share: |                                                                                                                                                                          |      |         |         |      |   |         |          |   |   |           |         
|                                           | As reported                                                                                                                                                              |      | $       | 1.05    |      |   | $       | 0.56     |   |   | $         |         |  
|                                           | Pro forma                                                                                                                                                                |      | $       | 0.93    |      |   | $       | 0.32     |   |   | $         |         |  

The fair value of each option grant and employee share purchase
right is estimated on the date of grant using the Black-Scholes
option pricing model with the following weighted-average
assumptions:

|                         |  |          |      |      |          |  |      |          |      |  |          |   |  |          |      |   |          |  |      |   |  |  |      |  
|------------------------ |  | -------- | ---- | ---- | -------- |  | ---- | -------- | ---- |  | -------- | - |  | -------- | ---- | - | -------- |  | ---- | - |  |  | ---- | -
|                         |  |          |      |      |          | 
|                         |  | 2003     |      |      | 2002     |  |      | 2001     |     
|                         |  |          |      |      |          |  |      |          |     
|                         |  |          |      | Non- |          |  |      |          | Non- |  |          |   |  | Non-     |     
|Stock Options            |  | Partners |      |      | partners |  |      | Partners |      |  | partners |   |  | Partners |      |   | partners | 
|                         |  |          |      |      |          |  |      |          |      |  |          |   |  |          |      |   |          | 
|Expected life (in years) |  |          | 6    |      |          |  | 5    |          |      |  | 6        |   |  |          | 5    |   |          |  | 6    |   |  |  | 5    |  
|Risk-free interest rate  |  |          | 3.33 | %    |          |  | 2.89 | %        |      |  | 4.59     | % |  |          | 3.35 | % |          |  | 4.93 | % |  |  | 4.73 | %
|Expected volatility      |  |          | 50   | %    |          |  | 50   | %        |      |  | 50       | % |  |          | 50   | % |          |  | 50   | % |  |  | 50   | %
|Expected dividend yield  |  |          | 0    | %    |          |  | 0    | %        |      |  | 0        | % |  |          | 0    | % |          |  | 0    | % |  |  | 0    | %

|                             |  |      |      |   |      |  |      |      |  |  |     | 
|---------------------------- |  | ---- | ---- | - | ---- |  | ---- | ---- |  |  | --- | 
|Employee Share Purchase Plan |  | 2003 |      |   | 2002 |  |      | 2001 | 
|                             |  |      |      |   |      |  |      |      | 
|Expected life (in years)     |  |      | 0.5  |   |      |  | 0.5  |      |  |  | N/A | 
|Risk-free interest rate      |  |      | 1.50 | % |      |  | 2.50 | %    |  |  | N/A | 
|Expected volatility          |  |      | 50   | % |      |  | 50   | %    |  |  | N/A | 
|Expected dividend yield      |  |      | 0    | % |      |  | 0    | %    |  |  | N/A | 

F-14



---



##### 



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars except share and per share
amounts or as otherwise disclosed)


Use of Estimates

The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
requires management to make estimates and assumptions that
affect amounts reported in the consolidated financial statements
and accompanying disclosures. Although these estimates are based
on managements best knowledge of current events and
actions that Accenture may undertake in the future, actual
results may be different from the estimates.

Reclassifications

Certain amounts reported in previous years have been
reclassified to conform to the fiscal 2003 presentation.

Recently Adopted Accounting Standards



| |           
| | ----------
| | Guarantees

In November 2002, the Financial Accounting Standards Board
(FASB) issued Interpretation No. 45
(FIN 45), Guarantors Accounting and
Disclosure Requirements for Guarantees, including Indirect
Guarantees of Indebtedness to Others. FIN 45
elaborates on the disclosures to be made by a guarantor in its
interim and annual financial statements about its obligations
under guarantees issued. The Interpretation also requires that a
guarantor recognize a liability at inception of certain
guarantees. The initial recognition and measurement provisions
of FIN 45 are applicable to guarantees issued or modified
after December 31, 2002. The adoption of FIN 45s
initial recognition and measurement provisions did not have a
material effect on the Companys financial statements.

The disclosure requirements are effective for financial
statements of interim or annual periods ending December 15,
2002. These disclosure provisions require a guarantor to
disclose certain types of guarantees, even if the likelihood of
requiring the guarantors performance is remote.

See footnote 18. Commitments and
Contingencies  Guarantees for further
discussion.



| |                           
| | --------------------------
| | Variable Interest Entities

In January 2003, the FASB issued Interpretation No. 46
(FIN 46), Consolidation of Variable
Interest Entities. An entity is subject to the
consolidation rules of FIN 46 and is referred to as a
variable interest entity (VIE) if the entitys
equity investors lack the characteristics of a controlling
financial interest or do not have sufficient equity at risk for
the entity to finance its operations without additional
subordinated financial support.

FIN 46 applies to VIEs created after January 31, 2003.
For VIEs created prior to February 1, 2003, an enterprise
with an August 31 fiscal year end is required to apply the
provisions of FIN 46 beginning March 1, 2004.
Additionally, FIN 46 requires disclosure of VIEs in
financial statements issued after January 31, 2003 if it is
reasonably possible that as of the transition date: 1) the
enterprise will be the primary beneficiary of an existing VIE
that will require consolidation or 2) the enterprise will
hold a significant variable interest in, or have significant
involvement with, an existing VIE.

We are not aware of any material VIEs that we need or will need
to consolidate or disclose.

F-15



---



##### 



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars except share and per share
amounts or as otherwise disclosed)


Newly Issued Accounting Standards

In November 2002, the Emerging Issues Task Force
(EITF) issued a final consensus on Issue 00-21,
Accounting for Revenue Arrangements with Multiple
Deliverables. In May 2003, the EITF issued additional
interpretive guidance regarding the application of
Issue 00-21. Issue 00-21 provides guidance on how and
when to recognize revenues on arrangements requiring delivery of
more than one product or service. Issue 00-21 is effective
prospectively for arrangements entered into in fiscal periods
beginning after June 15, 2003. Companies may also elect to
apply the provisions of Issue 00-21 to existing
arrangements and record the income statement impact as a
cumulative effect of a change in accounting principle.

Effective September 1, 2003, Accenture adopted
Issue 00-21 on a prospective basis. The company will
continue to account for contracts signed on or before
August 31, 2003, under the previous Generally Accepted
Accounting Principles. Beginning on September 1, 2003, the
Company began accounting for all new contracts in accordance
with Issue 00-21, potentially changing the timing of
revenue recognition and affecting margins in some situations,
depending on the Companys ability to structure contracts
to accommodate the requirements of Issue 00-21.

2.     EARNINGS PER SHARE (EPS)

|                                                                            |  |                 |             |  |                 |   |             |       |  |   |             |  |  |   |               | 
|--------------------------------------------------------------------------- |  | --------------- | ----------- |  | --------------- | - | ----------- | ----- |  | - | ----------- |  |  | - | ------------- | 
|                                                                            |  |                 |             | 
|                                                                            |  | Year ended      |             |  | Year ended      |  
|                                                                            |  | August 31, 2003 |             |  | August 31, 2002 |  
|                                                                            |  |                 |             |  |                 |  
|                                                                            |  | Basic           |             |  | Diluted         |   |             | Basic |  |   | Diluted     | 
|                                                                            |  |                 |             |  |                 |   |             |       |  |   |             | 
|Net income available for Class A common
    shareholders                    |  | $               | 498,238     |  |                 | $ | 498,238     |       |  | $ | 244,895     |  |  | $ | 244,895       | 
|Minority interest (1)                                                       |  |                 |            |  |                 |   | 549,507     |       |  |   |            |  |  |   | 331,592       | 
|                                                                            |  |                 |             |  |                 |   |             |       |  |   |             | 
|Net income for per share calculation                                        |  | $               | 498,238     |  |                 | $ | 1,047,745   |       |  | $ | 244,895     |  |  | $ | 576,487       | 
|                                                                            |  |                 |             |  |                 |   |             |       |  |   |             | 
|Basic weighted average Class A common shares                                |  |                 | 468,592,110 |  |                 |   | 468,592,110 |       |  |   | 425,941,809 |  |  |   | 425,941,809   | 
|Class A common shares issuable upon
    redemption of minority interest (1) |  |                 |            |  |                 |   | 516,037,876 |       |  |   |            |  |  |   | 575,874,473   | 
|Employee compensation related to Class A
    common shares                  |  |                 |            |  |                 |   | 11,698,583  |       |  |   |            |  |  |   | 21,595,499    | 
|Employee share purchase plan related to
    Class A common shares           |  |                 |            |  |                 |   | 426,027     |       |  |   |            |  |  |   | 377,765       | 
|                                                                            |  |                 |             |  |                 |   |             |       |  |   |             | 
|Weighted average Class A common shares                                      |  |                 | 468,592,110 |  |                 |   | 996,754,596 |       |  |   | 425,941,809 |  |  |   | 1,023,789,546 | 
|                                                                            |  |                 |             |  |                 |   |             |       |  |   |             | 
|Earnings per Class A common share                                           |  | $               | 1.06        |  |                 | $ | 1.05        |       |  | $ | 0.57        |  |  | $ | 0.56          | 
|                                                                            |  |                 |             |  |                 |   |             |       |  |   |             | 




|    |                                                                                                                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Accenture Ltd Class A common shares issuable
    or exchangeable upon redemption or exchange of Accenture SCA
    Class I common shares and Accenture Canada Holdings Inc.
    exchangeable shares not held by Accenture.

F-16



---



##### 



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars except share and per share
amounts or as otherwise disclosed)


For periods ended on or prior to May 31, 2001, Accenture
operated as a series of related partnerships and corporations
under the control of the partners. There was no single capital
structure upon which to calculate historical earnings per share
information. Accordingly, for the period ended August 31,
2001, earnings per share information has not been presented in
the Consolidated Income Statement.

3.     RESTRUCTURING, REORGANIZATION
AND REBRANDING

In the fourth quarter of 2002, Accenture recognized
restructuring costs of $110,524 related to a global
consolidation of office space. At August 31, 2002, the
related liability for restructuring costs was $67,112. This
liability was reduced by payments made in the year ended
August 31, 2003 of $33,158. The liability was also affected
by immaterial changes in lease estimates, imputed interest and
foreign currency translation. Included in the August 31,
2003 Consolidated Balance Sheet is $16,780 in Other accrued
liabilities and $23,547 in Other non-current liabilities
representing the net present value of the estimated remaining
obligations related to existing operating leases.

Reorganization and rebranding costs were $848,615 for the year
ended August 31, 2001. Reorganization costs include $89,430
of restructuring costs relating to our transition to a corporate
structure and $455,100 of indirect taxes and other costs imposed
on transfers of assets to the new corporate holding company
structure. Rebranding costs include $157,100 for the
amortization of intangible assets related to the final
resolution of the arbitration with Andersen Worldwide and Arthur
Andersen and $147,085 resulting from changing our name to
Accenture.

4.     ACCUMULATED OTHER
COMPREHENSIVE INCOME (LOSS)

The components of Accumulated other comprehensive income
(loss) at August 31, are as follows:

|                                                   |                                                                             |      |          |       |      |   |         |         |  
|-------------------------------------------------- | --------------------------------------------------------------------------- | ---- | -------- | ----- | ---- | - | ------- | ------- | -
|                                                   |                                                                             | 2003 |          |       | 2002 |  
|                                                   |                                                                             |      |          |       |      |  
|Foreign currency translation adjustments           |                                                                             | $    | (67,064  | )     |      | $ | (63,645 | )      
|                                                   |                                                                             |      |          |       |      |  
|Unrealized gains (losses) on securities:           |                                                                             |      |          |       |      |   |         |        
|                                                   | Net unrealized holding gains
    (losses) arising during the year           |      |          | 1,067 |      |   |         | (28,961 | )
|                                                   | Reclassification adjustments for realized losses
    included in net income |      |          | 2,094 |      |   |         | 33,430  |  
|                                                   |                                                                             |      |          |       |      |  
|                                                   | Net unrealized gains                                                        |      |          | 3,161 |      |   |         | 4,469   |  
|Unrealized losses on securities, beginning of year |                                                                             |      | (4,222   | )     |      |   | (8,691  | )      
|                                                   |                                                                             |      |          |       |      |  
|Net unrealized losses, end of year                 |                                                                             |      | (1,061   | )     |      |   | (4,222  | )      
|Minimum pension liability adjustments, net of tax  |                                                                             |      | (120,108 | )     |      |   | (12,565 | )      
|                                                   |                                                                             |      |          |       |      |  
|Accumulated other comprehensive loss               |                                                                             | $    | (188,233 | )     |      | $ | (80,432 | )      
|                                                   |                                                                             |      |          |       |      |  

F-17



---



##### 



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars except share and per share
amounts or as otherwise disclosed)


5.     PROPERTY AND EQUIPMENT

Property and equipment, net at August 31, is composed of
the following:

|                                          |  |      |            |   |      |   |          |  
|----------------------------------------- |  | ---- | ---------- | - | ---- | - | -------- | -
|                                          |  | 2003 |            |   | 2002 |  
|                                          |  |      |            |   |      |  
|Buildings and land                        |  | $    | 3,058      |   |      | $ | 10,699   |  
|Leasehold improvements                    |  |      | 429,144    |   |      |   | 374,969  |  
|Computers, related equipment and software |  |      | 1,060,782  |   |      |   | 933,702  |  
|Furniture and fixtures                    |  |      | 266,617    |   |      |   | 249,832  |  
|Total accumulated depreciation            |  |      | (1,109,146 | ) |      |   | (852,698 | )
|                                          |  |      |            |   |      |  
|                                          |  | $    | 650,455    |   |      | $ | 716,504  |  
|                                          |  |      |            |   |      |  

6.     BUSINESS COMBINATIONS AND
GOODWILL

On February 28, 2002, Accenture increased its ownership
interest in Accenture HR Services, a human resource outsourcing
business, from approximately 50 to 100 percent. The
purchase price for the additional interest, including assumed
liabilities, was $115,000 primarily consisting of a $70,000 cash
payment and $35,000 to be paid over a five-year period. The
contract also includes an earn-out provision, which could result
in up to $187,500 of additional purchase price over a five-year
period. The allocation of the purchase price to acquired assets
and liabilities, determined in accordance with SFAS 141,
Business Combinations, resulted in an allocation of
$115,003 to non-tax-deductible goodwill and $10,250 to
finite-lived intangibles. The pro forma effects on operations
are not material.

On December 31, 2001, Accenture increased its ownership
interest in Avanade, Inc. from approximately 50 percent to
78 percent. The purchase price for the additional interest
was $81,350, of which $31,350 represented 1,259,272 Accenture
Ltd Class A common shares and $49,995 represented
Accentures interest in Avanade, Inc. shares repurchased by
Avanade, Inc. The allocation of the purchase price to acquired
assets and liabilities, determined in accordance with SFAS 141,
resulted in an allocation of $52,600 to non-tax-deductible
goodwill and $3,976 to finite-lived intangibles. The pro forma
effects on operations are not material.

All of the Companys goodwill relates to acquisitions
subsequent to July 2001 and as such has been accounted for under
the provisions of SFAS 142, Goodwill and Other
Intangible Assets, which does not permit amortization of
goodwill. On September 1, 2002, the Company adopted the
impairment provisions and disclosure requirements of SFAS 142.
The Company performed impairment tests of goodwill as of
May 31, 2003 and September 1, 2002 and determined that
goodwill was not impaired. A summary of goodwill balances by
segment is as follows:

|                                                          |  |           |        |  |           |   |        |            |  |   |          |  |  |           |        |  |       |   |        |  |  |   |         | 
|--------------------------------------------------------- |  | --------- | ------ |  | --------- | - | ------ | ---------- |  | - | -------- |  |  | --------- | ------ |  | ----- | - | ------ |  |  | - | ------- | 
|                                                          |  | Comm &    |        |  | Financial |   |        |            |  |   |          |  |  |          
|                                                          |  | High Tech |        |  | Services  |   |        | Government |  |   | Products |  |  | Resources |        |  | Total |  
|                                                          |  |           |        |  |           |   |        |            |  |   |          |  |  |           |        |  |       |  
|Beginning balance at August 31, 2002                      |  | $         | 55,083 |  |           | $ | 36,544 |            |  | $ | 19,017   |  |  | $         | 32,686 |  |       | $ | 24,273 |  |  | $ | 167,603 | 
|Goodwill arising in fiscal 2003 business
    combinations |  |           | 1,030  |  |           |   | 2,122  |            |  |   | 1,537    |  |  |           | 3,956  |  |       |   | 1,877  |  |  |   | 10,522  | 
|Foreign currency translation adjustments                  |  |           | 4,152  |  |           |   | 1,843  |            |  |   | 965      |  |  |           | 2,082  |  |       |   | 1,492  |  |  |   | 10,534  | 
|                                                          |  |           |        |  |           |   |        |            |  |   |          |  |  |           |        |  |       |  
|Ending balance at August 31, 2003                         |  | $         | 60,265 |  |           | $ | 40,509 |            |  | $ | 21,519   |  |  | $         | 38,724 |  |       | $ | 27,642 |  |  | $ | 188,659 | 
|                                                          |  |           |        |  |           |   |        |            |  |   |          |  |  |           |        |  |       |  

F-18



---



##### 



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars except share and per share
amounts or as otherwise disclosed)


7.     INVESTMENTS

Investments held at August 31, are as follows:

|                             |       |      |        |        |      |   |        |        | 
|---------------------------- | ----- | ---- | ------ | ------ | ---- | - | ------ | ------ | 
|                             |       | 2003 |        |        | 2002 |  
|                             |       |      |        |        |      |  
|Marketable equity securities |       | $    | 31,160 |        |      | $ | 54,297 |       
|Non-marketable and other     |       |      | 2,170  |        |      |   | 30,497 |       
|                             |       |      |        |        |      |  
|                             | Total |      | $      | 33,330 |      |   | $      | 84,794 | 
|                             |       |      |        |        |      |  

Marketable Equity Securities

Marketable equity securities include common stock, warrants and
options, all of which are classified as available-for-sale. The
unrealized gains and losses on these investments included in
Accumulated other comprehensive income (loss) at
August 31, are as follows:

|                        |  |      |        |   |      |   |        |  
|----------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|                        |  | 2003 |        |   | 2002 |  
|                        |  |      |        |   |      |  
|Fair value              |  | $    | 31,160 |   |      | $ | 54,297 |  
|Cost                    |  |      | 32,221 |   |      |   | 58,519 |  
|Gross unrealized gains  |  |      | 18     |   |      |   | 1,100  |  
|Gross unrealized losses |  |      | (1,079 | ) |      |   | (5,322 | )

Equity Method Investments

As a result of a negative basis difference arising from the
formation of a joint venture accounted for at carryover basis,
the underlying equity in net assets of the joint venture
exceeded Accentures carrying value by approximately
$32,568 and $94,895 at August 31, 2003 and 2002,
respectively. The negative basis difference is being amortized
over three years on a straight-line basis. Amortization of the
negative basis difference of $62,327, $66,211 and $31,545 was
reflected in the accompanying Consolidated Income Statements for
the years ended August 31, 2003, 2002 and 2001,
respectively.

Other-Than-Temporary Writedowns

For the years ended August 31, 2003, 2002 and 2001,
Accenture recorded other-than-temporary impairment writedowns of
$0, $325,335 and $94,489, respectively. Of the $325,335 recorded
in fiscal 2002, $36,288 was reclassified from Other
comprehensive income (loss) to Gain (loss) on
investments, net and $289,047 was charged directly to Gain
(loss) on investments, net.

In fiscal 2002, the Company decided to sell substantially all of
the minority ownership interests contained in its venture and
investment portfolio. Related to this decision, the Company
recorded an other-than-temporary impairment writedown of
$211,900 which represented the loss it expected to incur on the
sale. The Company completed this transaction in fiscal 2003 and
retained an immaterial ownership interest in the venture and
investment portfolio.

F-19



---



##### 



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars except share and per share
amounts or as otherwise disclosed)


8.     FINANCIAL INSTRUMENTS

Substantially all of Accentures financial instruments are
recorded at estimated fair value or amounts that approximate
fair value.

Short-term Financial Assets and Liabilities

Cash and cash equivalents, Receivables from clients, Short-term
bank borrowings, Accounts payable, and Other accrued liabilities
are short-term in nature and accordingly, their carrying values
approximate fair value.

Investments

Effective September 1, 2000, Accenture adopted SFAS 133,
which establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. All
derivatives are required to be recorded in the Consolidated
Balance Sheets at fair value. The fair values of
Accentures warrants and options are approximated using the
Black-Scholes valuation model after considering restrictions on
exercisability or sale. The adoption of SFAS 133 resulted
in an increase to Net Income of $187,974 based upon the
recognition of the fair value at September 1, 2000, of
Accentures warrants and options in public companies and
those that can be net share settled in private companies. For
the years ended August 31, 2003, 2002 and 2001, Gain
(loss) on investments, net includes $410, $1,470 and
$191,892, respectively, of unrealized investment losses
recognized in accordance with SFAS 133.

Quoted market prices are used to determine the fair values of
common equity and debt securities that were issued by publicly
traded entities. Those debt and equity securities issued by
non-public entities were valued by reference to the most recent
round of financing as an approximation of the market value.

Foreign Exchange Instruments

Market quoted exchange rates are used to determine the fair
value of foreign exchange instruments. The notional values and
fair values of such instruments at August 31, are as
follows:

|                                             |         |          |   |         |       |  |   |          |   |  |       |         |  |  |   |        |  
|-------------------------------------------- | ------- | -------- | - | ------- | ----- |  | - | -------- | - |  | ----- | ------- |  |  | - | ------ | -
|                                             |         |          |   |        
|                                             |         | 2003     |   |         | 2002  | 
|                                             |         |          |   |         |       | 
|                                             |         | Notional |   |         | Fair  |  |   | Notional |   |  | Fair  |        
|                                             |         | Value    |   |         | Value |  |   | Value    |   |  | Value |        
|                                             |         |          |   |         |       |  |   |          |   |  |       |        
|Foreign currency forward exchange contracts: |         |          |   |         |       |  |   |          |   |  |       |         |  |  |   |       
|                                             | To sell |          | $ | 210,973 |       |  | $ | (245     | ) |  | $     | 133,695 |  |  | $ | (1,405 | )
|                                             | To buy  |          |   | 152,035 |       |  |   | (703     | ) |  |       | 147,958 |  |  |   | 2,117  |  

9.     BORROWINGS AND
INDEBTEDNESS

Lines of Credit

We have two $537,500 syndicated credit facilities, including one
364-day facility and one three-year facility, providing
unsecured, revolving borrowing capacity for general working
capital purposes. Financing is provided under these facilities
at the prime rate or at the London Interbank

F-20



---



##### 



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars except share and per share
amounts or as otherwise disclosed)


Offered Rate plus a spread, and bid option financing is
available. These facilities require us to: (1) limit liens
placed on our assets to (a) liens incurred in the ordinary
course of business (subject to certain limitations) and
(b) other liens securing aggregate amounts not in excess of
30% of our total assets; and (2) maintain a
debt-to-cash-flow ratio not exceeding 1.75 to 1.00. We are in
compliance with these terms. As of August 31, 2003, we had
no borrowings under either facility and $78,641 in letters of
credit outstanding under the three-year facility. These
facilities are subject to annual commitment fees. In fiscal year
2002, there were one-time costs paid for an arrangement fee and
a syndication fee totaling $1,760, which is being amortized over
three years. On June 20, 2003, we renewed the 364-day
facility at terms that are slightly more favorable than the
expiring arrangement. The three-year facility is scheduled to
expire on June 21, 2005.

We also maintain four separate bilateral, uncommitted, unsecured
multicurrency revolving credit facilities. As of August 31,
2003, these facilities provided for up to $252,410 of local
currency financing in countries where we cannot readily access
our syndicated facilities. We also maintain local guaranteed and
non-guaranteed lines of credit. As of August 31, 2003,
amounts available under these facilities totaled $214,810.
Interest rate terms on these facilities are at market rates
prevailing in the relevant local markets. At August 31,
2003 and 2002, respectively, we had $24,124 and $42,082
outstanding under these various facilities and $19,376 and
$15,840 of other short-term borrowings. Certain of the
agreements are subject to annual commitment fees. The weighted
average interest rate on borrowings under these multicurrency
credit facilities and lines of credit, based on the average
annual balances, was approximately 5%, 5% and 8% in fiscal 2003,
fiscal 2002 and fiscal 2001, respectively.

10.     INCOME TAXES

Prior to our transition to a corporate structure, Accenture
operated through partnerships in many countries and generally
was not subject to income taxes in those countries. Taxes
related to income earned by the partnerships were the
responsibility of the individual partners. In some non-U.S.
countries, Accenture operated through corporations and was
subject to local income taxes. In addition, Accenture was
subject to local unincorporated business taxes in some
jurisdictions. Effective with the transition to a corporate
structure on May 31, 2001, Accenture became subject to U.S.
federal and other national, state and local corporate income
taxes.

F-21



---



##### 



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars except share and per share
amounts or as otherwise disclosed)


The provision for taxes includes the following:

|                |                      |                                      |         |         |         |   |         |          |          |   |         |          |          |  
|--------------- | -------------------- | ------------------------------------ | ------- | ------- | ------- | - | ------- | -------- | -------- | - | ------- | -------- | -------- | -
|                |                      | 2003                                 |         |         | 2002    |   |         | 2001     |         
|                |                      |                                      |         |         |         |   |         |          |         
|Current taxes:  |                      |                                      |         |         |         |   |         |          |          |   |         |         
|                | U.S. federal         |                                      | $       | 142,941 |         |   | $       | 241,228  |          |   | $       | 382,690  |         
|                | U.S. state and local |                                      |         | 20,420  |         |   |         | 34,461   |          |   |         | 66,080   |         
|                | Non-U.S.             |                                      |         | 322,971 |         |   |         | 358,055  |          |   |         | 330,590  |         
|                |                      |                                      |         |         |         |   |         |          |         
|                |                      | Total current tax expense            |         |         | 486,332 |   |         |          | 633,744  |   |         |          | 779,360  |  
|                |                      |                                      |         |         |         |   |         |          |         
|Deferred taxes: |                      |                                      |         |         |         |   |         |          |          |   |         |         
|                | U.S. federal         |                                      |         | 48,523  |         |   |         | (143,035 | )        |   |         | (85,520  | )       
|                | U.S. state and local |                                      |         | 6,932   |         |   |         | (20,434  | )        |   |         | (19,612  | )       
|                | Non-U.S.             |                                      |         | 24,312  |         |   |         | 20,796   |          |   |         | (171,612 | )       
|                |                      |                                      |         |         |         |   |         |          |         
|                |                      | Total deferred tax expense (benefit) |         |         | 79,767  |   |         |          | (142,673 | ) |         |          | (276,744 | )
|                |                      |                                      |         |         |         |   |         |          |         
|Total           |                      | $                                    | 566,099 |         |         | $ | 491,071 |          |          | $ | 502,616 |         
|                |                      |                                      |         |         |         |   |         |          |         

Deferred income tax expenses (benefits) related to the
additional minimum pension liability were ($71,920) in fiscal
2003 and were recorded in Accumulated other comprehensive income
in the Consolidated Balance Sheet.

Income before taxes from U.S. sources was $566,896 and $247,271
in fiscal 2003 and fiscal 2002, respectively. Income before
taxes from non-U.S. sources was $1,045,921 and $820,287 in
fiscal 2003 and fiscal 2002, respectively.

A reconciliation of the U.S. federal statutory income tax rate
to Accentures effective income tax rate is set forth below:

|                                            |                           |      |      |      |      |  |      |      |   |  |       |      |  
|------------------------------------------- | ------------------------- | ---- | ---- | ---- | ---- |  | ---- | ---- | - |  | ----- | ---- | -
|                                            |                           | 2003 |      |      | 2002 |  |      | 2001 |  
|                                            |                           |      |      |      |      |  |      |      |  
|U.S. federal statutory income tax rate      |                           |      | 35.0 | %    |      |  | 35.0 | %    |   |  | 35.0  | %   
|U.S. state and local taxes, net             |                           |      | 1.6  |      |      |  | 1.2  |      |   |  | 1.0   |     
|Non-deductible investment losses            |                           |      |     |      |      |  | 11.7 |      |   |  | 0.2   |     
|Non-U.S. operations                         |                           |      | (2.0 | )    |      |  | 0.4  |      |   |  | 1.6   |     
|Rate benefit for partnership period         |                           |      |     |      |      |  |     |      |   |  | (49.0 | )   
|Revaluation of deferred tax liabilities (1) |                           |      |     |      |      |  |     |      |   |  | 13.6  |     
|Cost of transition to a corporate structure |                           |      |     |      |      |  |     |      |   |  | 59.6  |     
|Other                                       |                           |      | 0.5  |      |      |  | (2.3 | )    |   |  | 1.2   |     
|                                            |                           |      |      |      |      |  |      |      |  
|                                            | Effective income tax rate |      |      | 35.1 | %    |  |      | 46.0 | % |  |       | 63.2 | %
|                                            |                           |      |      |      |      |  |      |      |  




|    |                                                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The revaluation of deferred tax liabilities upon
    change in tax status is a deferred tax expense recognized upon
    Accentures change in tax status from partnership to
    corporate form.

F-22



---



##### 



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars except share and per share
amounts or as otherwise disclosed)


Significant components of Accentures deferred tax assets
and liabilities include the following:

|                          |                                  |                     |         |         |          |   |         |         |          |  
|------------------------- | -------------------------------- | ------------------- | ------- | ------- | -------- | - | ------- | ------- | -------- | -
|                          |                                  | 2003                |         |         | 2002     |  
|                          |                                  |                     |         |         |          |  
|Deferred tax assets:      |                                  |                     |         |         |          |   |         |        
|                          | Pensions                         |                     | $       | 175,476 |          |   | $       | 94,481  |         
|                          | Revenue recognition              |                     |         | 88,174  |          |   |         | 97,126  |         
|                          | Compensation and benefits        |                     |         | 106,961 |          |   |         | 117,570 |         
|                          | Investments                      |                     |         | 37,748  |          |   |         | 69,832  |         
|                          | Tax credit carryforwards         |                     |         | 21,673  |          |   |         | 17,448  |         
|                          | Net operating loss carryforwards |                     |         | 162,271 |          |   |         | 104,288 |         
|                          | Depreciation and amortization    |                     |         | 121,006 |          |   |         | 113,908 |         
|                          | Other                            |                     |         | 47,697  |          |   |         | 60,533  |         
|                          |                                  |                     |         |         |          |  
|                          |                                  |                     | 761,006 |         |          |   | 675,186 |        
|                          |                                  | Valuation allowance |         |         | (258,438 | ) |         |         | (180,304 | )
|                          |                                  |                     |         |         |          |  
|                          | Total deferred tax assets        |                     |         | 502,568 |          |   |         | 494,882 |         
|                          |                                  |                     |         |         |          |  
|Deferred tax liabilities: |                                  |                     |         |         |          |   |         |        
|                          | Pensions                         |                     |         | (1,238  | )        |   |         | (2,174  | )       
|                          | Revenue recognition              |                     |         | (19,959 | )        |   |         | (22,041 | )       
|                          | Investments                      |                     |         | (2,125  | )        |   |         | (452    | )       
|                          | Depreciation and amortization    |                     |         | (18,674 | )        |   |         | (17,562 | )       
|                          | Other                            |                     |         | (13,208 | )        |   |         | (14,266 | )       
|                          |                                  |                     |         |         |          |  
|                          | Total deferred tax liabilities   |                     |         | (55,204 | )        |   |         | (56,495 | )       
|                          |                                  |                     |         |         |          |  
|Net deferred tax assets   |                                  | $                   | 447,364 |         |          | $ | 438,387 |        
|                          |                                  |                     |         |         |          |  

Accenture recorded a valuation allowance of $258,438 and
$180,304 at August 31, 2003 and 2002, respectively, against
deferred tax assets associated with capital losses on certain
investments and certain tax net operating loss and tax credit
carryforwards, as Accenture believes it is more likely than not
that these assets will not be realized. At August 31, 2003
and 2002, respectively, $72,409 and $63,060 of the valuation
allowances relate to pre-acquisition tax attributes recorded
under purchase accounting, the reversal of which in future years
will be allocated first to reduce goodwill and then to reduce
other non-current intangible assets of the acquired entity. In
addition, at August 31, 2003, $9,231 of the valuation
allowance relates to tax attributes, the reversal of which in
future years will be allocated to Additional paid in capital and
Retained earnings.

Accenture has net operating loss carryforwards at
August 31, 2003 of $487,344. Of this amount, $356,941
expires at various dates through 2023 and $130,403 has an
indefinite carryforward period. Accenture has tax credit
carryforwards at August 31, 2003 of $21,673, $20,725 of
which will expire at various dates through 2013 and $948 of
which will expire between 2014 and 2023.

If Accenture or one of its non-U.S. subsidiaries were classified
as a foreign personal holding company, Accentures U.S.
shareholders would be required to include in income, as a
dividend, their pro rata share of Accentures (or
Accentures relevant non-U.S. subsidiarys)
undistributed foreign personal holding company income.

F-23



---



##### 



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars except share and per share
amounts or as otherwise disclosed)


Because of the application of complex U.S. tax rules regarding
attribution of ownership, Accenture meets the definition of a
foreign personal holding company in fiscal 2003 and fiscal 2002.
However, there is no foreign personal holding company income
that its U.S. shareholders are required to include in income for
such years.

In the event that Accenture has net foreign personal holding
company income, Accenture may distribute a dividend to
shareholders to avoid having taxable income imputed under these
rules. Under certain circumstances, such a distribution could
create additional income tax costs to Accenture. Since Accenture
does not have any foreign personal holding company income in
fiscal 2003 and fiscal 2002, no such taxes have been provided.

11.     PROFIT SHARING AND
RETIREMENT PLANS

Pension and Other Postretirement Benefits

In the United States and certain other countries, Accenture
maintains and administers noncontributory retirement and
postretirement medical plans for active, retired and resigned
Accenture employees. Benefits under the noncontributory employee
retirement plans are based on years of service and compensation
during the years immediately preceding retirement or termination
of participation in the plan. Plan assets of the noncontributory
employee retirement plans consist of investments in equities,
fixed income securities and cash equivalents. Annual
contributions are made at such times and in amounts as required
by law and may, from time to time, exceed minimum funding
requirements.

In addition, certain postemployment benefits are provided to
former or inactive employees after employment but before
retirement, including severance benefits, disability-related
benefits (including workers compensation) and continuation
of benefits such as healthcare benefits and life insurance
coverage. These costs are substantially provided for on an
accrual basis.

The following schedules provide information concerning the
material defined benefit pension and postretirement benefit
plans.

|                                        |  |                  |         |          |       |   |        |            |          |   |         |   |  |            |        |   |       |   |         |   |  |   |        |  
|--------------------------------------- |  | ---------------- | ------- | -------- | ----- | - | ------ | ---------- | -------- | - | ------- | - |  | ---------- | ------ | - | ----- | - | ------- | - |  | - | ------ | -
|                                        |  |                 
|                                        |  | Pension Benefits |        
|                                        |  |                  |        
|                                        |  |                  |         |          |       |  
|                                        |  | 2003             |         |          | 2002  |   |        | 2001       |         
|                                        |  |                  |         |          |       |   |        |            |         
|                                        |  |                  |         | Non-U.S. |       |   |        |            | Non-U.S. |   |         |   |  | Non-U.S.   |       
|                                        |  | U.S. Plans       |         |          | Plans |   |        | U.S. Plans |          |   | Plans   |   |  | U.S. Plans |        |   | Plans |  
|                                        |  |                  |         |          |       |   |        |            |          |   |         |   |  |            |        |   |       |  
|Components of pension expense           |  |                  |         |          |       |   |        |            |          |   |         |   |  |            |        |   |       |   |         |   |  |   |        |  
|Service cost                            |  | $                | 29,215  |          |       | $ | 24,503 |            |          | $ | 28,852  |   |  | $          | 14,925 |   |       | $ | 27,802  |   |  | $ | 12,023 |  
|Interest cost                           |  |                  | 30,878  |          |       |   | 10,843 |            |          |   | 26,150  |   |  |            | 6,503  |   |       |   | 16,285  |   |  |   | 5,180  |  
|Expected return on plan assets          |  |                  | (25,886 | )        |       |   | (6,011 | )          |          |   | (26,171 | ) |  |            | (3,717 | ) |       |   | (19,683 | ) |  |   | (4,281 | )
|Amortization of transitional obligation |  |                  | (6      | )        |       |   | (181   | )          |          |   | (10     | ) |  |            | 574    |   |       |   | (10     | ) |  |   | 611    |  
|Amortization of loss/(gain)             |  |                  | 4,847   |          |       |   | 1,730  |            |          |   | 462     |   |  |            | 368    |   |       |   | (4,692  | ) |  |   | (538   | )
|Amortization of prior service cost      |  |                  | 2,267   |          |       |   | 81     |            |          |   | 2,269   |   |  |            |       |   |       |   | 2,293   |   |  |   |       |  
|Curtailment loss cost                   |  |                  |        |          |       |   |       |            |          |   | 761     |   |  |            |       |   |       |   |        |   |  |   |       |  
|Special termination benefits charge     |  |                  |        |          |       |   |       |            |          |   | 1,903   |   |  |            |       |   |       |   |        |   |  |   |       |  
|                                        |  |                  |         |          |       |   |        |            |          |   |         |   |  |            |        |   |       |  
|Total                                   |  | $                | 41,315  |          |       | $ | 30,965 |            |          | $ | 34,216  |   |  | $          | 18,653 |   |       | $ | 21,995  |   |  | $ | 12,995 |  
|                                        |  |                  |         |          |       |   |        |            |          |   |         |   |  |            |        |   |       |  

F-24



---



##### 



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars except share and per share
amounts or as otherwise disclosed)


|                                        |  |                |        |          |       |   |       |            |  |   |            |   |  |   |        |  
|--------------------------------------- |  | -------------- | ------ | -------- | ----- | - | ----- | ---------- |  | - | ---------- | - |  | - | ------ | -
|                                        |  |               
|                                        |  | Other Benefits |       
|                                        |  |                |       
|                                        |  |                |        |         
|                                        |  | 2003           |        |          | 2002  |   |       | 2001       | 
|                                        |  |                |        |          |       |   |       |            | 
|                                        |  |                |        | Non-U.S. |       |   |       |            | 
|                                        |  | U.S. Plans     |        |          | Plans |   |       | U.S. Plans |  |   | U.S. Plans |  
|                                        |  |                |        |          |       |   |       |            |  |   |            |  
|Components of postretirement expense    |  |                |        |          |       |   |       |            |  |   |            |   |  |   |        |  
|Service cost                            |  | $              | 7,338  |          |       | $ | 817   |            |  | $ | 5,277      |   |  | $ | 4,136  |  
|Interest cost                           |  |                | 5,683  |          |       |   | 799   |            |  |   | 3,824      |   |  |   | 2,426  |  
|Expected return on plan assets          |  |                | (1,406 | )        |       |   |      |            |  |   | (1,380     | ) |  |   | (1,147 | )
|Amortization of transitional obligation |  |                | 79     |          |       |   | 183   |            |  |   | 79         |   |  |   | 87     |  
|Amortization of loss/(gain)             |  |                | 2,210  |          |       |   | 36    |            |  |   | 686        |   |  |   |       |  
|Amortization of prior service cost      |  |                | (251   | )        |       |   |      |            |  |   |           |   |  |   |       |  
|Curtailment loss cost                   |  |                |       |          |       |   |      |            |  |   | 83         |   |  |   |       |  
|Special termination benefits charge     |  |                |       |          |       |   |      |            |  |   | 759        |   |  |   |       |  
|                                        |  |                |        |          |       |   |       |            |  |   |            |  
|Total                                   |  | $              | 13,653 |          |       | $ | 1,835 |            |  | $ | 9,328      |   |  | $ | 5,502  |  
|                                        |  |                |        |          |       |   |       |            |  |   |            |  

F-25



---



##### 



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars except share and per share
amounts or as otherwise disclosed)


|                                                                      |  |                  |          |          |                |   |         |            |          |   |          |   |  |            |         |   |       |   |         |            |  |   |         |   |  |   |         |  
|--------------------------------------------------------------------- |  | ---------------- | -------- | -------- | -------------- | - | ------- | ---------- | -------- | - | -------- | - |  | ---------- | ------- | - | ----- | - | ------- | ---------- |  | - | ------- | - |  | - | ------- | -
|                                                                      |  |                  |          |         
|                                                                      |  | Pension Benefits |          |          | Other Benefits |  
|                                                                      |  |                  |          |          |                |  
|                                                                      |  |                  |          |          |                |   |         |           
|                                                                      |  | 2003             |          |          | 2002           |   |         | 2003       |          |   | 2002     |  
|                                                                      |  |                  |          |          |                |   |         |            |          |   |          |  
|                                                                      |  |                  |          | Non-U.S. |                |   |         |            | Non-U.S. |   |          |   |  | Non-U.S.   |         |   |      
|                                                                      |  | U.S. Plans       |          |          | Plans          |   |         | U.S. Plans |          |   | Plans    |   |  | U.S. Plans |         |   | Plans |   |         | U.S. Plans | 
|                                                                      |  |                  |          |          |                |   |         |            |          |   |          |   |  |            |         |   |       |   |         |            | 
|Changes in projected benefit
    obligation                           |  |                  |          |          |                |   |         |            |          |   |          |   |  |            |         |   |       |   |         |            |  |   |         |   |  |   |         |  
|Projected benefit obligation, beginning of year                       |  | $                | 412,648  |          |                | $ | 147,940 |            |          | $ | 354,088  |   |  | $          | 109,943 |   |       | $ | 78,983  |            |  | $ |        |   |  | $ | 51,762  |  
|Adjustment cost                                                       |  |                  |         |          |                |   | 2,038   |            |          |   |         |   |  |            | 14,153  |   |       |   |        |            |  |   |        |   |  |   |        |  
|Service cost                                                          |  |                  | 29,215   |          |                |   | 24,503  |            |          |   | 28,852   |   |  |            | 14,925  |   |       |   | 7,338   |            |  |   | 817     |   |  |   | 5,277   |  
|Interest cost                                                         |  |                  | 30,878   |          |                |   | 10,843  |            |          |   | 26,150   |   |  |            | 6,503   |   |       |   | 5,683   |            |  |   | 799     |   |  |   | 3,824   |  
|Amendments                                                            |  |                  | 1,529    |          |                |   |        |            |          |   |         |   |  |            |        |   |       |   | (6,462  | )          |  |   |        |   |  |   | (3,498  | )
|Special termination benefit                                           |  |                  |         |          |                |   |        |            |          |   | 1,903    |   |  |            |        |   |       |   |        |            |  |   |        |   |  |   | 759     |  
|Participants contributions                                            |  |                  |         |          |                |   | 844     |            |          |   |         |   |  |            | 244     |   |       |   |        |            |  |   |        |   |  |   |        |  
|Acquisitions/divestitures                                             |  |                  | 17,613   |          |                |   | 23,453  |            |          |   |         |   |  |            | (1,448  | ) |       |   |        |            |  |   | 18,783  |   |  |   |        |  
|Curtailment gain                                                      |  |                  |         |          |                |   | (8,722  | )          |          |   | (4,366   | ) |  |            |        |   |       |   |        |            |  |   |        |   |  |   | (1,065  | )
|Actuarial loss                                                        |  |                  | 129,198  |          |                |   | 22,513  |            |          |   | 13,013   |   |  |            | (7,808  | ) |       |   | 2,293   |            |  |   | 2,112   |   |  |   | 22,385  |  
|Benefits paid                                                         |  |                  | (11,914  | )        |                |   | (5,961  | )          |          |   | (6,992   | ) |  |            | (1,930  | ) |       |   | (967    | )          |  |   |        |   |  |   | (461    | )
|Exchange rate loss                                                    |  |                  |         |          |                |   | 15,995  |            |          |   |         |   |  |            | 13,358  |   |       |   |        |            |  |   | 2,028   |   |  |   |        |  
|                                                                      |  |                  |          |          |                |   |         |            |          |   |          |   |  |            |         |   |       |   |         |            | 
|Projected benefit obligation, end of year                             |  | $                | 609,167  |          |                | $ | 233,446 |            |          | $ | 412,648  |   |  | $          | 147,940 |   |       | $ | 86,868  |            |  | $ | 24,539  |   |  | $ | 78,983  |  
|                                                                      |  |                  |          |          |                |   |         |            |          |   |          |   |  |            |         |   |       |   |         |            | 
|Changes in plan assets                                                |  |                  |          |          |                |   |         |            |          |   |          |   |  |            |         |   |       |   |         |            |  |   |         |   |  |   |         |  
|Fair value of plan assets, beginning of year                          |  | $                | 306,380  |          |                | $ | 70,494  |            |          | $ | 309,427  |   |  | $          | 64,552  |   |       | $ | 22,883  |            |  | $ |        |   |  | $ | 20,155  |  
|Expected return on plan assets                                        |  |                  | 25,886   |          |                |   | 6,011   |            |          |   | 26,171   |   |  |            | 3,717   |   |       |   | 1,406   |            |  |   |        |   |  |   | 1,380   |  
|Actuarial loss                                                        |  |                  | (16,078  | )        |                |   | (3,959  | )          |          |   | (46,430  | ) |  |            | (10,199 | ) |       |   | (220    | )          |  |   |        |   |  |   | (721    | )
|Acquisitions/divestitures                                             |  |                  |         |          |                |   | 31,718  |            |          |   |         |   |  |            | 40      |   |       |   |        |            |  |   |        |   |  |   |        |  
|Employer contributions                                                |  |                  | 7,086    |          |                |   | 38,980  |            |          |   | 24,204   |   |  |            | 8,492   |   |       |   |        |            |  |   |        |   |  |   | 2,530   |  
|Participants contributions                                            |  |                  |         |          |                |   | 844     |            |          |   |         |   |  |            | 244     |   |       |   |        |            |  |   |        |   |  |   |        |  
|Benefits paid                                                         |  |                  | (11,914  | )        |                |   | (5,961  | )          |          |   | (6,992   | ) |  |            | (1,930  | ) |       |   | (967    | )          |  |   |        |   |  |   | (461    | )
|Exchange rate gain                                                    |  |                  |         |          |                |   | 8,134   |            |          |   |         |   |  |            | 5,578   |   |       |   |        |            |  |   |        |   |  |   |        |  
|                                                                      |  |                  |          |          |                |   |         |            |          |   |          |   |  |            |         |   |       |   |         |            | 
|Fair value of plan assets, end of year                                |  | $                | 311,360  |          |                | $ | 146,261 |            |          | $ | 306,380  |   |  | $          | 70,494  |   |       | $ | 23,102  |            |  | $ |        |   |  | $ | 22,883  |  
|                                                                      |  |                  |          |          |                |   |         |            |          |   |          |   |  |            |         |   |       |   |         |            | 
|Reconciliation of funded status                                       |  |                  |          |          |                |   |         |            |          |   |          |   |  |            |         |   |       |   |         |            |  |   |         |   |  |   |         |  
|Funded status                                                         |  | $                | (297,807 | )        |                | $ | (87,185 | )          |          | $ | (106,269 | ) |  | $          | (77,445 | ) |       | $ | (63,766 | )          |  | $ | (24,539 | ) |  | $ | (56,100 | )
|Unrecognized transitional obligation                                  |  |                  |         |          |                |   | (7,290  | )          |          |   | (6       | ) |  |            | 1,222   |   |       |   | 756     |            |  |   | 2,230   |   |  |   | 835     |  
|Unrecognized loss                                                     |  |                  | 225,924  |          |                |   | 26,197  |            |          |   | 85,495   |   |  |            | 9,443   |   |       |   | 38,981  |            |  |   | 3,412   |   |  |   | 38,678  |  
|Unrecognized prior service cost                                       |  |                  | 7,651    |          |                |   | 905     |            |          |   | 8,390    |   |  |            |        |   |       |   | (9,709  | )          |  |   |        |   |  |   | (3,498  | )
|Fourth quarter contributions                                          |  |                  |         |          |                |   | 870     |            |          |   |         |   |  |            |        |   |       |   |        |            |  |   |        |   |  |   |        |  
|                                                                      |  |                  |          |          |                |   |         |            |          |   |          |   |  |            |         |   |       |   |         |            | 
|Accrued benefit cost as of August 31                                  |  | $                | (64,232  | )        |                | $ | (66,503 | )          |          | $ | (12,390  | ) |  | $          | (66,780 | ) |       | $ | (33,738 | )          |  | $ | (18,897 | ) |  | $ | (20,085 | )
|                                                                      |  |                  |          |          |                |   |         |            |          |   |          |   |  |            |         |   |       |   |         |            | 
|Amounts recognized in the Consolidated Balance
    Sheets consist of: |  |                  |          |          |                |   |         |            |          |   |          |   |  |            |         |   |       |   |         |            |  |   |         |   |  |   |         |  
|Prepaid benefit cost                                                  |  | $                |         |          |                | $ | 9,350   |            |          | $ | 51,956   |   |  | $          |        |   |       | $ |        |            |  | $ |        |   |  | $ |        |  
|Accrued benefit liability                                             |  |                  | (257,749 | )        |                |   | (84,096 | )          |          |   | (76,205  | ) |  |            | (69,184 | ) |       |   | (33,738 | )          |  |   | (18,897 | ) |  |   | (20,085 | )
|Intangible asset                                                      |  |                  | 7,651    |          |                |   | 479     |            |          |   |         |   |  |            | 966     |   |       |   |        |            |  |   |        |   |  |   |        |  
|Accumulated other comprehensive income                                |  |                  | 185,866  |          |                |   | 6,894   |            |          |   | 11,859   |   |  |            | 1,438   |   |       |   |        |            |  |   |        |   |  |   |        |  
|Fourth quarter contributions                                          |  |                  |         |          |                |   | 870     |            |          |   |         |   |  |            |        |   |       |   |        |            |  |   |        |   |  |   |        |  
|                                                                      |  |                  |          |          |                |   |         |            |          |   |          |   |  |            |         |   |       |   |         |            | 
|Net amount recognized at year-end                                     |  | $                | (64,232  | )        |                | $ | (66,503 | )          |          | $ | (12,390  | ) |  | $          | (66,780 | ) |       | $ | (33,738 | )          |  | $ | (18,897 | ) |  | $ | (20,085 | )
|                                                                      |  |                  |          |          |                |   |         |            |          |   |          |   |  |            |         |   |       |   |         |            | 

|                                        |  |                  |       |          |                |  |       |            |          |  |       |  |  |            |       |  |       |  |             |            |  |  |       |  |  |  |             | 
|--------------------------------------- |  | ---------------- | ----- | -------- | -------------- |  | ----- | ---------- | -------- |  | ----- |  |  | ---------- | ----- |  | ----- |  | ----------- | ---------- |  |  | ----- |  |  |  | ----------- | 
|                                        |  |                  |       |         
|                                        |  | Pension Benefits |       |          | Other Benefits | 
|                                        |  |                  |       |          |                | 
|                                        |  |                  |       |          |                |  |       |           
|                                        |  | 2003             |       |          | 2002           |  |       | 2003       |          |  | 2002  | 
|                                        |  |                  |       |          |                |  |       |            |          |  |       | 
|                                        |  |                  |       | Non-U.S. |                |  |       |            | Non-U.S. |  |       |  |  | Non-U.S.   |       |  |      
|                                        |  | U.S. Plans       |       |          | Plans          |  |       | U.S. Plans |          |  | Plans |  |  | U.S. Plans |       |  | Plans |  |             | U.S. Plans | 
|                                        |  |                  |       |          |                |  |       |            |          |  |       |  |  |            |       |  |       |  |             |            | 
|Weighted-average assumptions            |  |                  |       |          |                |  |       |            |          |  |       |  |  |            |       |  |       |  |             |            |  |  |       |  |  |  |             | 
|Discount rate                           |  |                  | 6.00% |          |                |  | 4.85% |            |          |  | 7.25% |  |  |            | 4.92% |  |       |  | 6.00%       |            |  |  | 6.50% |  |  |  | 7.25%       | 
|Expected rate of return on plan assets  |  |                  | 8.00% |          |                |  | 5.66% |            |          |  | 8.50% |  |  |            | 5.35% |  |       |  | 8.00%/5.00% |            |  |  | N/A   |  |  |  | 8.00%/5.00% | 
|Rate of increase in future compensation |  |                  | 4.50% |          |                |  | 3.10% |            |          |  | 5.70% |  |  |            | 3.81% |  |       |  | N/A         |            |  |  | 4.00% |  |  |  | N/A         | 

The projected benefit obligations and fair value of plan assets
for defined benefit pension plans with projected benefit
obligations in excess of plan assets were $789,540 and $393,119,
respectively, as of August 31, 2003 and $560,588 and
$376,874, respectively, as of August 31, 2002. The

F-26



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##### 



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars except share and per share
amounts or as otherwise disclosed)


accumulated benefit obligations and fair value of plan assets
for plans with accumulated benefit obligations in excess of plan
assets were $715,814 and $389,378, respectively, as of
August 31, 2003 and $150,076 and $23,213, respectively, as
of August 31, 2002.

Assumed Health Care Cost Trend

Annual rate increases in the per capita cost of health care
benefits of 11.2% (under age 65) and 13.0% (over
age 65) were assumed for the plan year ending June 30,
2004. The trend rate assumptions are changed beginning for the
plan year ending June 30, 2004. The rate is assumed to
decrease on a straight-line basis to 5% for the plan year ending
June 30, 2011 and remain at that level thereafter. Assumed
health care cost trend rates have a significant effect on the
amounts reported for the health care plan. A one percentage
point change in the assumed health care cost trend rates would
have the following effects:

|                                                            |  |                |        |  |      |   |        | 
|----------------------------------------------------------- |  | -------------- | ------ |  | ---- | - | ------ | 
|                                                            |  |               
|                                                            |  | One Percentage |       
|                                                            |  | Point Increase |       
|                                                            |  |                |       
|                                                            |  | 2003           |        |  | 2002 |  
|                                                            |  |                |        |  |      |  
|Effect on total of service and interest cost
    components |  | $              | 2,941  |  |      | $ | 1,632  | 
|Effect on year-end postretirement benefit
    obligation    |  |                | 18,007 |  |      |   | 13,827 | 

|                                                            |  |                |         |   |      |   |         |  
|----------------------------------------------------------- |  | -------------- | ------- | - | ---- | - | ------- | -
|                                                            |  |               
|                                                            |  | One Percentage |        
|                                                            |  | Point Decrease |        
|                                                            |  |                |        
|                                                            |  | 2003           |         |   | 2002 |  
|                                                            |  |                |         |   |      |  
|Effect on total of service and interest cost
    components |  | $              | (2,342  | ) |      | $ | (1,342  | )
|Effect on year-end postretirement benefit
    obligation    |  |                | (14,263 | ) |      |   | (11,254 | )

Basic Retirement Benefits

Obligations relating to basic retirements benefits are included
in pension benefits discussed above. This plan was eliminated
for active partners after May 15, 2001 in connection with
the transition to a corporate structure. All qualifying
Accenture partners or their qualifying surviving spouses prior
to May 15, 2001 will receive basic retirement benefits for
life. The amount of annual benefit payments is periodically
adjusted for cost-of-living adjustments at the beginning of each
calendar year. The plan is unfunded and its projected benefit
obligation (PBO) at August 31, 2003 was
$113,996.

Early Retirement Benefits

Obligations related to early retirement benefits are not
included in pension benefits disclosed above. For periods ended
on or prior to May 15, 2001 partners retiring after age 56
and prior to age 62 received early retirement benefits based on
two years earnings on a straight-line declining basis that
resulted in no payout to partners retiring at age 62. Retired
partners could elect to receive benefits in the form of a
lump-sum payment or ten-year installment payments. Partners
electing installment payments accrue interest based on a US
Treasury bond index. This plan was eliminated for active
partners after May 15, 2001, in connection with the
transition to a corporate structure. Early retirement benefits
of $56,466, $34,614 and $37,685 in fiscal 2003, fiscal 2002 and
fiscal

F-27



---



##### 



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars except share and per share
amounts or as otherwise disclosed)


2001, respectively, were paid to retired partners. The amount
due for early retirement benefits is $200,829 at August 31,
2003, which is being paid out over the period through 2011.

The liabilities for both basic and early retirement benefits
were recorded as reductions of partners capital as of
May 31, 2001, as payments related to these obligations were
previously recorded as distributions of partners income.

Defined Contribution Plans

In the United States, Accenture maintains and administers a
trusteed profit sharing plan, the Accenture Profit Sharing and
401(k) Plan, that includes 18,062 active employees of Accenture
and affiliates. The annual profit sharing contribution is
determined by management. The contribution to the profit sharing
plan was $59,879, $92,515 and $97,439 in fiscal 2003, fiscal
2002 and fiscal 2001, respectively. The contribution
approximated 4% of plan members compensation in fiscal
2003 and 6% in fiscal 2002 and fiscal 2001.

In the United Kingdom, Accenture also maintains and administers
a defined contribution plan, the Accenture Retirement Savings
Plan, which includes 5,310 active employees of Accenture. The
Company provides matching contributions up to certain amounts
based upon the age of the eligible employee. The contribution to
the plan was $32,057, $28,189 and $17,735 in fiscal 2003, fiscal
2002 and fiscal 2001, respectively.



|    |                     
|--- | --------------------
|12. | EMPLOYEE SHARE PLANS

Employee Share Purchase Plan

The Accenture Ltd 2001 Employee Share Purchase Plan (the
ESPP) is a nonqualified plan that allows eligible
employee participants to purchase Accenture Ltd Class A
common shares at a discount through payroll deductions. Under
this plan, substantially all employees may elect to contribute
1% to 10% of their compensation during each offering period (up
to a per participant maximum of $25 per calendar year) to
purchase Accenture Ltd Class A common shares. The purchase
price of Accenture Ltd Class A common shares is 85% of the
lower of its beginning of offering period or end of offering
period market price. A maximum of 75,000,000 Accenture Ltd
Class A common shares may be issued under the ESPP.

The following table summarizes information related to the ESPP:

|                      |                    |  |              |  |        |                  |  |                     |                      |  |  |                 |       |  |  |   |      | 
|--------------------- | ------------------ |  | ------------ |  | ------ | ---------------- |  | ------------------- | -------------------- |  |  | --------------- | ----- |  |  | - | ---- | 
|                      |                    |  |              |  |        |                  |  | Fair Value of Share |                     
|Offering Period Ended |                    |  | Participants |  |        | Shares Purchased |  |                     | Share Purchase Price |  |  | Purchase Rights |      
|                      |                    |  |              |  |        |                  |  |                     |                      |  |  |                 |      
|                      | March 31, 2002     |  |              |  | 27,375 |                  |  |                     | 6,112,599            |  |  | $               | 10.90 |  |  | $ | 5.19 | 
|                      | September 30, 2002 |  |              |  | 28,762 |                  |  |                     | 6,376,120            |  |  |                 | 11.77 |  |  |   | 7.78 | 
|                      | May 1, 2003        |  |              |  | 25,242 |                  |  |                     | 6,813,791            |  |  |                 | 12.20 |  |  |   | 4.36 | 

Share Incentive Plan

The Accenture Ltd 2001 Share Incentive Plan (the
SIP) permits the grant of nonqualified share
options, incentive stock options, share appreciation rights,
restricted shares, restricted share units and other share-based
awards to employees, directors, third-party consultants, former
United States employees or former partners of, or other persons
who perform services for, Accenture Ltd and its

F-28



---



##### 



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars except share and per share
amounts or as otherwise disclosed)


affiliates. A maximum of 375,000,000 Accenture Ltd Class A
common shares may be subject to awards under the share incentive
plan. At August 31, 2003, 212,652,840 shares were available
for future grants under the SIP. Accenture Ltd Class A
common shares covered by awards that expire, terminate or lapse
will again be available for the grant of awards under the SIP.
The SIP is administered by the compensation committee of the
board of directors of Accenture Ltd.

Stock Options

Incentive stock options generally have an exercise price that is
at least equal to the fair market value of the Class A
common shares on the date the option is granted.

Options currently outstanding under the SIP have a maximum term
of ten years and vest under varying schedules. Stock option
activity for fiscal 2003, fiscal 2002 and fiscal 2001 was as
follows:

|                                                                   |           |        |            |            |        |   |       |        |           |  |            |            |  |           |       |       |        |  |            |            |  |   |       |       | 
|------------------------------------------------------------------ | --------- | ------ | ---------- | ---------- | ------ | - | ----- | ------ | --------- |  | ---------- | ---------- |  | --------- | ----- | ----- | ------ |  | ---------- | ---------- |  | - | ----- | ----- | 
|                                                                   |           |        |            |            |        |  
|                                                                   |           | 2003   |            |            | 2002   |   |       | 2001   |          
|                                                                   |           |        |            |            |        |   |       |        |          
|                                                                   |           |        |            | Weighted   |        |   |       |        | Weighted  |  |            |            |  | Weighted  |      
|                                                                   |           |        |            | Average    |        |   |       |        | Average   |  |            |            |  | Average   |      
|                                                                   |           |        |            | Exercise   |        |   |       |        | Exercise  |  |            |            |  | Exercise  |      
|                                                                   |           |        |            | Price per  |        |   |       |        | Price per |  |            |            |  | Price per |      
|                                                                   |           | Number |            |            | Option |   |       | Number |           |  | Option     |            |  | Number    |       |       | Option | 
|                                                                   |           |        |            |            |        |   |       |        |           |  |            |            |  |           |       |       |        | 
|Options outstanding, beginning of year                             |           |        | 86,131,490 |            |        | $ | 14.73 |        |           |  | 95,820,431 |            |  | $         | 14.54 |       |        |  |           |            |  | $ |      |      
|                                                                   | Granted   |        |            | 6,251,959  |        |   |       | 15.24  |           |  |            | 3,993,818  |  |           |       | 18.78 |        |  |            | 96,360,395 |  |   |       | 14.54 | 
|                                                                   | Exercised |        |            | 5,816,252  |        |   |       | 14.55  |           |  |            | 273,931    |  |           |       | 14.53 |        |  |            |           |  |   |       |      | 
|                                                                   | Forfeited |        |            | 10,968,107 |        |   |       | 14.68  |           |  |            | 13,408,828 |  |           |       | 14.55 |        |  |            | 539,964    |  |   |       | 14.51 | 
|                                                                   |           |        |            |            |        |   |       |        |           |  |            |            |  |           |       |       |        | 
|Options outstanding, end of year                                   |           |        | 75,599,090 |            |        | $ | 14.80 |        |           |  | 86,131,490 |            |  | $         | 14.73 |       |        |  | 95,820,431 |            |  | $ | 14.54 |      
|                                                                   |           |        |            |            |        |   |       |        |           |  |            |            |  |           |       |       |        | 
|Exercisable at year end                                            |           |        | 32,140,118 |            |        | $ | 14.66 |        |           |  | 20,542,137 |            |  | $         | 14.54 |       |        |  |           |            |  | $ |      |      
|                                                                   |           |        |            |            |        |   |       |        |           |  |            |            |  |           |       |       |        | 
|Weighted average fair value of options granted
    during the year |           |        |            |            |        | $ | 7.27  |        |           |  |            |            |  | $         | 9.44  |       |        |  |            |            |  | $ | 7.74  |      
|                                                                   |           |        |            |            |        |   |       |        |           |  |            |            |  |           |       |       |        | 

The following table summarizes information about stock options
outstanding at August 31, 2003:

|                         |                 |                     |             |          |                     |                |  |                  |                |  |         |             |       |                  |                |  |            |  |  |   |       | 
|------------------------ | --------------- | ------------------- | ----------- | -------- | ------------------- | -------------- |  | ---------------- | -------------- |  | ------- | ----------- | ----- | ---------------- | -------------- |  | ---------- |  |  | - | ----- | 
|                         |                 |                     |             |         
|                         |                 | Options Outstanding |             |          | Options Exercisable |               
|                         |                 |                     |             |          |                     |               
|                         |                 |                     |             | Weighted |                     |                |  |                  |               
|                         |                 | Options             |             |          | Avg. Contractual    |                |  | Weighted Average |                |  | Options |             |       | Weighted Average |               
|Range of Exercise Prices |                 |                     | Outstanding |          |                     | Life Remaining |  |                  | Exercise Price |  |         | Exercisable |       |                  | Exercise Price | 
|                         |                 |                     |             |          |                     |                |  |                  |                |  |         |             |       |                  |                | 
|                         | $12.82 - $15.31 |                     |             |          | 70,294,812          |                |  |                  | 7.9            |  |         | $           | 14.54 |                  |                |  | 31,184,717 |  |  | $ | 14.54 | 
|                         | $15.32 - $18.32 |                     |             |          | 2,716,604           |                |  |                  | 9.2            |  |         |             | 16.23 |                  |                |  | 365,244    |  |  |   | 16.12 | 
|                         | $18.33 - $27.23 |                     |             |          | 2,587,674           |                |  |                  | 8.9            |  |         |             | 20.16 |                  |                |  | 590,157    |  |  |   | 19.94 | 
|                         |                 |                     |             |          |                     |                |  |                  |                |  |         |             |       |                  |                | 
|                         | $12.82 - $27.23 |                     |             |          | 75,599,090          |                |  |                  | 8.0            |  |         | $           | 14.80 |                  |                |  | 32,140,118 |  |  | $ | 14.66 | 
|                         |                 |                     |             |          |                     |                |  |                  |                |  |         |             |       |                  |                | 

Restricted Share Units

Under the SIP, participants may be granted restricted share
units without cost to the participant. Each restricted share
unit awarded to a participant represents an unfunded, unsecured
right, which is nontransferable except in the event of death, of
the participant to receive an Accenture Ltd Class A common
share on the date specified in the participants award
agreement. The restricted share units

F-29



---



##### 



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars except share and per share
amounts or as otherwise disclosed)


granted under this plan vest at various times, generally ranging
from immediate vesting to vesting over a five-year period.
Compensation expense is recognized using a graded-vesting
attribution method. Information with respect to restricted share
units is as follows:

|                                                                           |  |      |           |  |      |   |           |      |  |   |            | 
|-------------------------------------------------------------------------- |  | ---- | --------- |  | ---- | - | --------- | ---- |  | - | ---------- | 
|                                                                           |  | 2003 |           |  | 2002 |   |           | 2001 | 
|                                                                           |  |      |           |  |      |   |           |      | 
|Shares granted                                                             |  |      | 6,908,328 |  |      |   | 5,124,912 |      |  |   | 68,481,815 | 
|Weighted average fair value of shares                                      |  | $    | 16.13     |  |      | $ | 20.58     |      |  | $ | 14.98      | 
|Pre-tax compensation expense charged to earnings,
    net of cancellations |  | $    | 51,615    |  |      | $ | 54,729    |      |  | $ | 967,110    | 

Deferred Bonus Plan

On September 1, 2000, Accenture implemented a deferred
bonus plan for employees based on tenure and performance. The
plan provided for a loyalty award, which vested immediately, and
a performance award, which vested over a period of three years.
In connection with the grant of restricted share units,
Accenture terminated the deferred bonus plan for employees on
July 19, 2001. For all remaining vested and unvested
benefits, 7,968,826 restricted share units were granted to
employees on July 19, 2001. At August 31, 2001, the
remaining liability for vested benefits under the terminated
bonus plan was $73,218, which was paid in cash in the first
quarter of fiscal 2002.



|    |                                                              
|--- | -------------------------------------------------------------
|13. | SHAREHOLDERS EQUITY AND CERTAIN SHAREHOLDERS
    AGREEMENTS

Equity

Accenture
Ltd



| |                 
| | ----------------
| | Preferred Shares



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Accenture has 2,000,000,000 authorized preferred shares, par
    value $0.0000225 per share, the rights and preferences of which
    are currently undesignated. The board of directors of Accenture
    has the authority to issue the preferred shares in one or more
    series and to fix the rights, preferences, privileges and
    restrictions attaching to those shares, including dividend
    rights, conversion rights, voting rights, redemption terms and
    prices, liquidation preferences and the numbers of shares
    constituting any series and the designation of any series,
    without further vote or action by the shareholders.
|
| | Any series of preferred shares could, as determined by
    Accentures board of directors at the time of issuance,
    rank senior to our common shares with respect to dividends,
    voting rights, redemption and/or liquidation rights. These
    preferred shares are of the type commonly known as
    blank-check preferred stock.                                                                                                                                                                                                                                                                                                                 



| |                      
| | ---------------------
| | Class A Common Shares



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Holders of Accenture Ltds Class A common shares are
    entitled to one vote per share and do not have cumulative voting
    rights. Each Class A common share is entitled to a pro rata
    part of any dividend at the times and in the amounts, if any,
    which Accenture Ltds board of directors from time to time
    determines to declare, subject to any preferred dividend rights
    attaching to any preferred shares. Each Class A common
    share is entitled on a winding-up of Accenture Ltd to be

F-30



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##### 



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars except share and per share
amounts or as otherwise disclosed)




| |                                                                                                                                                                                                           
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | paid a pro rata part of the value of the assets of Accenture Ltd
    remaining after payment of its liabilities, subject to any
    preferred rights on liquidation attaching to any preferred
    shares.



| |                      
| | ---------------------
| | Class X Common Shares



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Holders of Accenture Ltds Class X common shares are
    entitled to one vote per share and do not have cumulative voting
    rights. Class X common shares are not entitled to dividends
    and are not entitled to be paid any amount upon winding-up of
    Accenture Ltd. Most of Accentures partners receiving
    Accenture SCA Class I common shares or Accenture Canada
    Holdings Inc. exchangeable shares in connection with the
    transition to a corporate structure received a corresponding
    number of Accenture Ltd Class X common shares. Accenture
    Ltd may, at its option, redeem any Class X common share for
    a redemption price equal to the par value of the Class X
    common share. Accenture Ltd has separately agreed with these
    partners that it may not, however, redeem any Class X
    common share of such a partner if such redemption would reduce
    the number of Class X common shares held by that partner to
    a number that is less than the number of Accenture SCA
    Class I common shares or Accenture Canada Holdings Inc.
    exchangeable shares held by that partner, as the case may be.
    Accenture Ltd Class X common shares may not be transferred
    at any time, except upon the death of a holder of Class X
    common shares or with the consent of Accenture Ltd.



| |                                                                                              
| | ---------------------------------------------------------------------------------------------
| | Equity of Subsidiaries Redeemable or Exchangeable for
    Accenture Ltd Class A Common Shares



| |                                        
| | ---------------------------------------
| | Accenture SCA Class I
    Common Shares



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Partners in certain countries, including the United States,
    received Accenture SCA Class I common shares in connection
    with the transition to a corporate structure. Each Class I
    common share of Accenture SCA entitles its holder to one vote on
    all matters submitted to a vote of shareholders of Accenture
    SCA. Subject to contractual transfer restrictions, Accenture SCA
    is obligated, at the option of the holder, to redeem any
    outstanding Accenture SCA Class I common share at a
    redemption price per share generally equal to the market price
    of an Accenture Ltd Class A common share at the time of the
    redemption. Accenture SCA may, at its option, pay this
    redemption price with cash or by delivering Accenture Ltd
    Class A common shares on a one-for-one basis. Each
    Accenture SCA Class I common share of Accenture SCA is
    entitled to a pro rata part of any dividend as well as the value
    of any remaining assets of Accenture SCA after payment of its
    liabilities upon dissolution, subject in each instance to the
    rights of holders of Accenture Class II common shares to
    participate ratably in an amount equal to ten percent of the
    amount of any dividend or payment on dissolution to be received
    by holders of Accenture SCA Class I common shares.



| |                                                       
| | ------------------------------------------------------
| | Accenture Canada Holdings Inc.
    Exchangeable Shares



| |                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Partners resident in Canada and New Zealand received Accenture
    Canada Holdings Inc. exchangeable shares in connection with the
    transition to a corporate structure. Holders of Accenture Canada
    Holdings Inc. exchangeable shares may exchange their shares for
    Accenture Ltd Class A common shares on a one-for-one basis.
    Accenture Canada Holdings Inc. may, at its

F-31



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##### 



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars except share and per share
amounts or as otherwise disclosed)




| |                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | option, satisfy this exchange with cash at a price per share
    generally equal to the market price of an Accenture Ltd
    Class A common share at the time of the exchange. Each
    exchangeable share of Accenture Canada Holdings Inc. entitles
    its holder to receive distributions equal to any distributions
    to which an Accenture Ltd Class A common share entitles its
    holder.

Shareholders Agreements

Voting
Arrangements



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Accenture partners who own Accenture Ltd Class A or
    Class X common shares have entered into a voting agreement
    (the voting agreement) and each other person who
    becomes a partner will be required to enter into the voting
    agreement. The parties to the voting agreement, other than
    Accenture Ltd, are referred to as covered persons.
    The shares covered by the voting agreement generally include all
    Class A and Class X shares held by covered persons
    that were received from Accenture in connection with such
    covered persons becoming or being partners in Accenture.
    Accenture Canada Holdings Inc. exchangeable shares held by
    covered persons are also subject to the transfer restrictions in
    the voting agreement.
|
| | Under the voting agreement, prior to any vote of the
    shareholders of Accenture Ltd, a separate, preliminary vote of
    the covered shares owned by covered persons who are employees of
    Accenture will be taken on each matter upon which a vote of the
    shareholders is proposed to be taken. Subsequently, all of these
    covered shares will, with certain exceptions, be voted in the
    vote of the shareholders of Accenture Ltd in accordance with the
    majority of the votes cast in the preliminary vote.                                                                                                                                                                                                                                                  
|
| | The voting agreement will continue in effect until the earlier
    of 50 years from the date of the voting agreement and the
    time it is terminated by the vote of 66 2/3% of the votes
    represented by the covered shares owned by covered persons who
    are employees of Accenture.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

Transfer
Restrictions

Voting
Agreement; Accenture SCA Transfer Rights Agreement



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Accenture SCA and each of the partners who own Accenture SCA
    Class I shares have entered into a transfer rights
    agreement (the transfer rights agreement). Each of
    the voting agreement and the transfer rights agreement contain
    agreements by the partners thereto to maintain beneficial
    ownership of all Accenture Ltd Class A common shares,
    Accenture SCA Class I common shares and Accenture Canada
    Holdings Inc. exchangeable shares received prior to
    Accentures initial public offering, except as described
    below, for a period of eight years subsequent to the initial
    public offering and to maintain beneficial ownership of at least
    25 percent of such shares for as long as he or she is an
    employee of Accenture. Covered persons who continue to be
    Accenture employees are permitted to transfer a percentage of
    such shares annually. These transfer restrictions lapse on an
    accelerated basis upon retirement and generally terminate upon
    death.
|
| | The articles of association of Accenture SCA also provide that
    shares of Accenture SCA (other than those held by Accenture Ltd)
    may be transferred only with the consent of the Accenture SCA
    supervisory board or its delegate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

F-32



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##### 



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars except share and per share
amounts or as otherwise disclosed)


Common
Agreement



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Most of the persons party to the voting agreement and transfer
    rights agreement have also entered into a common agreement, and
    each other person who becomes a partner of Accenture in the
    future will be required to enter into the common agreement,
    under which each person party to the common agreement
    additionally agrees not to transfer any of his or her
    covered shares (as defined under the voting
    agreement and/or the transfer rights agreement) until
    July 24, 2005, except to participate in transactions, in
    each case as approved in writing by Accenture Ltd; and/or to
    transfer to estate and/or tax planning vehicles, family members
    and charitable organizations that agree to become bound by terms
    substantially similar to the transfer restrictions contained in
    the common agreement, in each case as approved in writing by
    Accenture Ltd.

14.     MATERIAL TRANSACTIONS
AFFECTING SHAREHOLDERS EQUITY

Initial Public Offering

On July 24, 2001, Accenture Ltd issued 115,000,000
Class A common shares in an initial public offering.
Accentures proceeds from the initial public offering, net
of underwriting discounts of $78,200 and other estimated
expenses of $19,667, were $1,569,633. On August 14, 2001,
an additional 16,050,000 Class A common shares were issued
in connection with the exercise of the underwriters over
allotment option, resulting in net proceeds of $221,811. Of
these net proceeds, $355,000 were used to repay amounts
outstanding under revolving credit facilities, a portion was
used to cover the costs incurred in connection with the
transition to a corporate structure, and the balance was used
for working capital, which was previously funded by the
partners, and for general corporate purposes.

Secondary Offering

On May 22, 2002, the Company issued an aggregate of
approximately 72,157,587 Class A common shares, of which
(i) approximately 12,923,675 shares were issued upon the
redemption or exchange of Accenture SCA Class I common
shares and Accenture Canada Holdings Inc. exchangeable shares
and (ii) approximately 59,233,912 shares were issued and sold by
the Company in a public offering of the Class A common
shares. Net proceeds from the offering of $1,149,171 were used
to acquire or redeem an aggregate of approximately 59,233,912
Accenture Ltd Class A common shares, Accenture SCA
Class I common shares and Accenture Canada Holdings Inc.
exchangeable shares from certain partners and former partners
who, for various reasons, did not participate directly in the
secondary offering. Underwriting discounts of $29,617 and other
estimated expenses of $5,890 were recouped from these partners
and former partners. As a result of these transactions,
Accenture Ltds economic ownership interest in Accenture
SCA increased with minority shareholders interests
correspondingly reduced. To give effect to these transactions,
approximately 68,247,483 of the newly issued Accenture Ltd
Class A common shares were accounted for at carryover
basis. This increased shareholders equity by $72,707 and
reduced minority interest by $72,707.

F-33



---



##### 



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars except share and per share
amounts or as otherwise disclosed)


Accenture Stock Employee Compensation Trust

On April 17, 2002 the Companys board of directors
approved the creation of the SECT. The purpose of the SECT is to
acquire Accenture Ltd Class A common shares to be used to
fund equity-based awards for Accenture employees, including
future Accenture partners. The SECT is a non-qualified grantor
trust whose financial statements are consolidated with the
Companys. In fiscal 2002, Accenture contributed $300,000
to the SECT. In March 2003, the Company contributed an
additional $150,000 to the SECT. During fiscal 2003 and fiscal
2002, the SECT purchased approximately 8,619,800 and 12,562,300
Accenture Ltd Class A common shares, respectively, with
aggregate purchase prices totaling $151,763 and $221,110,
respectively. The SECT transferred 3,100,300 shares for issuance
to Accenture employees under various equity programs. As of
August 31, 2003, $83,280 of Restricted cash on the Consolidated
Balance Sheet remained available for share purchases.

Share Management Plan

Accenture redeems or purchases certain shares from partners and
employees. On July 11, 2002, Accenture Ltds board of
directors authorized the utilization of $600,000 for such
acquisitions from partners, former partners and their permitted
transferees and for acquisition of certain Accenture Ltd
Class A common shares awarded to employees pursuant to
restricted share units issued in connection with the initial
public offering of the Accenture Ltd Class A common shares.
Of the $600,000 previously authorized, $311,258 was utilized in
fiscal 2003, primarily pursuant to quarterly tender offers made
to Accenture SCA Class I shareholders by controlled
subsidiaries of Accenture Ltd that redeemed or purchased an
aggregate of 15,387,401 Accenture SCA Class I common shares
and 85,153 Accenture Canada Holdings Inc. exchangeable shares
for a combined cost of $269,966. Of the $600,000 previously
authorized, $288,742 remained available for future share
purchases at August 31, 2003.

Other Share Purchases

Accenture purchased $249,073 of Accenture Ltd Class A
common shares in open-market purchases in addition to Accenture
Ltd Class A common shares purchased by the SECT during the
year ended August 31, 2002. Accenture did not purchase any
such shares in open-market purchases in fiscal 2003. During
fiscal 2003, Accenture acquired Accenture Ltd Class A
common shares for a cost of $98,810 from employees electing net
share delivery under the ESPP and Share Incentive Plan.

15.     RELATED PARTIES

Amounts due to/due from related parties at August 31, 2003
and 2002 are payable to/receivable from those individuals who
were partners of Accenture prior to May 31, 2001 in
relation to pre-incorporation matters.

16.     RELATIONSHIP WITH ARTHUR
ANDERSEN

The International Chamber of Commerce appointed a Tribunal, that
by its Final Award dated July 28, 2000, ruled that Andersen
Worldwide Société Coopérative (AW-SC)
had breached its material obligations under its agreements with
the predecessors of many of what are now Accenture Ltds
controlled subsidiaries in fundamental respects and those
entities were excused from any further

F-34



---



##### 



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars except share and per share
amounts or as otherwise disclosed)


obligations to AW-SC and member firms of Arthur Andersen
(AA) as of August 7, 2000. The ruling stated
that amounts due under those agreements, which were escrowed
between 1998 and 1999 of $512,324 plus accrued interest, should
be paid to AA as directed by AW-SC and allocated the costs of
the proceeding among the parties. The escrowed funds, along with
net accumulated interest on investments, were transferred to AA
by the escrow agent on various dates in September 2000.
Accenture, AW-SC and AA entered into a Memorandum of
Understanding (MOU), which provided for payments to
AA of $556,000, including the payment of $313,832 for amounts
due to AW-SC, the purchase of intangible assets for $157,000 and
the payment of $85,000 for the settlement of all interfirm
payables.

Pursuant to the MOU, Accenture and AA entered into (1) a
six-year services agreement under which AA would provide certain
services to Accenture for payments to AA of $60,000 per year,
(2) a five-year agreement under which AA would provide
certain training facilities to Accenture for payments to AA of
$60,000 per year, and (3) a five-year agreement under which
Accenture would provide $22,500 per year of certain services at
no cost to AA; each agreement was effective January 1,
2001. Payments due under the five-year and six-year services
agreements were to be based upon rates established by AA that
Accenture determined would exceed the rates that they charge for
similar services to unrelated parties (the fair value of those
services). The present value of the fair values of these
services determined by reference to the fees usually received
for such services was recorded as a liability and as a
distribution to partners as of December 2000. These
liabilities, which aggregated $190,962, were reported as
distributions to partners because the liabilities were incurred
in connection with Accentures separation from AA. At
August 31, 2001, amounts due to/from AA/ AW-SC and
Accenture were no longer classified as related party balances.

In October 2002, Accenture and Arthur Andersen LLP
terminated the prior training facility services agreement, as
well as the services agreements by which Arthur Andersen LLP and
other Arthur Andersen firms were to provide services to
Accenture and by which Accenture was to provide Arthur Andersen
LLP and other Arthur Andersen firms with services. In
conjunction with the termination of all contracts and in
settlement of all related matters with Arthur Andersen LLP and
other Arthur Andersen firms, Accenture paid Arthur Andersen LLP
$190,290. This payment offset previously accrued amounts and
resulted in an immaterial gain. In October 2002, Accenture
and Arthur Andersen LLP also entered into a new facility
services agreement, which provides Accenture with the use of
Arthur Andersen LLPs training facility in
St. Charles, Illinois, at market rates through July 1,
2007. Accenture has committed to spend a minimum of $135,000
over the five-year period ending July 1, 2007.

17.     LEASE COMMITMENTS

Accenture has various lease agreements, principally for office
space, with various renewal options. Rental expense (net of
sublease income from third parties of $18,950 in fiscal 2003,
$13,824 in fiscal 2002, and $12,911 in fiscal 2001) including
operating costs and taxes, was $280,714 in

F-35



---



##### 



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars except share and per share
amounts or as otherwise disclosed)


fiscal 2003, $264,982 in fiscal 2002, and $207,757 in fiscal
2001. Future minimum rental commitments under non-cancelable
operating leases as of August 31, 2003, are as follows:

|           |  |           |           |  |           |   |         |  
|---------- |  | --------- | --------- |  | --------- | - | ------- | -
|           |  | Operating |           |  | Operating |  
|           |  | Lease     |           |  | Sublease  |  
|           |  | Payments  |           |  | Income    |  
|           |  |           |           |  |           |  
|2004       |  | $         | 261,212   |  |           | $ | (14,803 | )
|2005       |  |           | 214,619   |  |           |   | (6,049  | )
|2006       |  |           | 205,593   |  |           |   | (5,154  | )
|2007       |  |           | 178,977   |  |           |   | (4,050  | )
|2008       |  |           | 157,660   |  |           |   | (3,507  | )
|Thereafter |  |           | 1,138,920 |  |           |   | (13,501 | )
|           |  |           |           |  |           |  
|           |  | $         | 2,156,981 |  |           | $ | (47,064 | )
|           |  |           |           |  |           |  

18.     COMMITMENTS AND
CONTINGENCIES



| |           
| | ----------
| | Guarantees

As a result of our increase in ownership percentage of Accenture
HR Services from 50 percent to 100 percent, Accenture
may be required to make payments totaling up to $187,500 in
additional purchase price over a five-year period starting
February 28, 2002 conditional on Accenture HR Services
achieving growth in revenues. As of August 31, 2003, no
payments had been made, and should any payments be made in the
future, they will result in an increase to goodwill.

In connection with Accenture increasing its ownership interest
in Avanade, Inc. from 50 percent to 78 percent,
Accenture has the right to purchase substantially all of the
remaining outstanding shares of Avanade, Inc. at fair market
value but not less than $28,650 and not to exceed $58,650
anytime after December 31, 2004 or earlier if certain
events occur. Accenture may also be required to purchase
substantially all of the remaining outstanding shares of
Avanade, Inc. anytime after December 31, 2006, or earlier
if certain events occur, for fair market value but not less than
$28,650 and not to exceed $58,650.

Accenture has various agreements in which it may be obligated to
indemnify the other party with respect to certain matters.
Generally, these indemnification clauses are included in
contracts arising in the normal course of business under which
the Company customarily agrees to hold the other party harmless
against losses arising from a breach of representations related
to such matters as title to assets sold and licensed or certain
intellectual property rights. Payments by Accenture under such
indemnification clauses is generally conditioned on the other
party making a claim that is subject to challenge by Accenture
and dispute resolution procedures specified in the particular
contract. Further, the Companys obligations under these
agreements may be limited in terms of time and/or amount, and in
some instances, Accenture may have recourse against third
parties for certain payments made by the Company. It is not
possible to predict the maximum potential amount of future
payments under these indemnification agreements due to the
conditional nature of Accentures obligations and the
unique facts of each particular agreement. Historically,
payments made by the Company under these agreements have not
been material. As of August 31, 2003, management was not
aware of any indemnification agreements that would require
material payments.

F-36



---



##### 



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars except share and per share
amounts or as otherwise disclosed)


As part of a new agreement to provide services to a group of
European clients for approximately seven years, Accenture and
each of its two other consortium participants agreed to
guarantee the performance of each other consortium participant.
As of August 31, 2003, under this arrangement, in the event
of performance default by one or both of the other consortium
participants, Accenture could be liable to the clients up to a
maximum of $163,319 for damages incurred and penalties. There
are recourse provisions among the consortium participants that
would allow Accenture to recover from the other consortium
participants all but $38,233 if Accentures remittances to
the clients are the result of a performance default by one or
both of the other consortium participants.

Accenture has entered into contracts with certain non-U.S.
government agencies whereby it has joint and several liability
with its consortium participants. Under these arrangements,
Accenture could be liable to its clients for any default of its
consortium participants. As of August 31, 2003, the total
value of work being performed by the consortium participants was
$22,267. Accenture has recourse against its consortium
participants for the full amount of any payment made to a client
as a result of a performance default by the other consortium
participants.



| |                    
| | -------------------
| | Legal Contingencies

At August 31, 2003, Accenture or its present personnel had
been named as a defendant in various litigation matters. All of
these are civil in nature. Based on the present status of these
litigation matters, the management of Accenture believes they
will not ultimately have a material effect on the results of
operations, financial position, or cash flows of Accenture.

19.     SEGMENT REPORTING

Operating segments are defined as components of an enterprise
about which separate financial information is available that is
evaluated regularly by the chief operating decision maker, or
decision making group, in deciding how to allocate resources and
in assessing performance.

Accentures chief operating decision maker is the chief
executive officer. The operating segments are managed separately
because each operating segment represents a strategic business
unit that serves clients in different industries. The reportable
operating segments are the five operating groups, which are
Communications & High Tech, Financial Services, Government,
Products and Resources.

In the first quarter of fiscal 2003, we transitioned our Health
Services industry group from our Financial Services operating
group to our Products operating group. In addition, we changed
the format of internal financial information presented to our
chief executive officer to reflect changes in our internal
accounting method of allocating certain costs to segments from a
partner basis to a total controllable cost basis for purposes of
determining segment operating income and assessing segment
performance. Segment results for all periods presented were
revised to reflect these changes.

F-37



---



##### 



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars except share and per share
amounts or as otherwise disclosed)


Reportable Segments

|                              |  |         |           |  |           |   |           |            |  |   |           |  |  |           |           |  |       |   |           |       |  |   |         |  |  |   |            | 
|----------------------------- |  | ------- | --------- |  | --------- | - | --------- | ---------- |  | - | --------- |  |  | --------- | --------- |  | ----- | - | --------- | ----- |  | - | ------- |  |  | - | ---------- | 
|                              |  | Comm. & |           |  |           |   |           |            |  |   |           |  |  |           |          
|Year ended                    |  | High    |           |  | Financial |   |           |            |  |   |           |  |  |           |           | 
|August 31, 2003               |  | Tech    |           |  | Services  |   |           | Government |  |   | Products  |  |  | Resources |           |  | Other |   |           | Total | 
|                              |  |         |           |  |           |   |           |            |  |   |           |  |  |           |           |  |       |   |           |       | 
|Revenues before reimbursement |  | $       | 3,290,372 |  |           | $ | 2,355,321 |            |  | $ | 1,581,758 |  |  | $         | 2,613,303 |  |       | $ | 1,966,043 |       |  | $ | 11,202  |  |  | $ | 11,817,999 | 
|Depreciation (1)              |  |         | 88,479    |  |           |   | 62,599    |            |  |   | 31,186    |  |  |           | 60,127    |  |       |   | 51,422    |       |  |   |        |  |  |   | 293,813    | 
|Operating income              |  |         | 321,168   |  |           |   | 306,094   |            |  |   | 282,308   |  |  |           | 428,217   |  |       |   | 213,448   |       |  |   |        |  |  |   | 1,551,235  | 
|                              |  |         |           |  |           |   |           |            |  |   |           |  |  |           |           |  |       |   |           |       | 
|Assets at August 31 (2)       |  | $       | 365,101   |  |           | $ | 213,441   |            |  | $ | 354,444   |  |  | $         | 362,443   |  |       | $ | 295,114   |       |  | $ | 109,806 |  |  | $ | 1,700,349  | 

|                               |  |         |           |  |           |   |           |            |  |   |           |  |  |           |           |  |       |   |           |       |  |   |        |  |  |   |            | 
|------------------------------ |  | ------- | --------- |  | --------- | - | --------- | ---------- |  | - | --------- |  |  | --------- | --------- |  | ----- | - | --------- | ----- |  | - | ------ |  |  | - | ---------- | 
|                               |  | Comm. & |           |  |           |   |           |            |  |   |           |  |  |           |          
|Year ended                     |  | High    |           |  | Financial |   |           |            |  |   |           |  |  |           |           | 
|August 31, 2002                |  | Tech    |           |  | Services  |   |           | Government |  |   | Products  |  |  | Resources |           |  | Other |   |           | Total | 
|                               |  |         |           |  |           |   |           |            |  |   |           |  |  |           |           |  |       |   |           |       | 
|Revenues before reimbursements |  | $       | 3,181,658 |  |           | $ | 2,366,427 |            |  | $ | 1,315,819 |  |  | $         | 2,695,978 |  |       | $ | 2,005,045 |       |  | $ | 9,342  |  |  | $ | 11,574,269 | 
|Depreciation (1)               |  |         | 100,341   |  |           |   | 74,732    |            |  |   | 30,737    |  |  |           | 65,785    |  |       |   | 61,672    |       |  |   |       |  |  |   | 333,267    | 
|Operating income               |  |         | 221,821   |  |           |   | 291,186   |            |  |   | 159,232   |  |  |           | 511,674   |  |       |   | 201,538   |       |  |   |       |  |  |   | 1,385,451  | 
|                               |  |         |           |  |           |   |           |            |  |   |           |  |  |           |           |  |       |   |           |       | 
|Assets at August 31 (2)        |  | $       | 434,805   |  |           | $ | 293,696   |            |  | $ | 312,270   |  |  | $         | 283,906   |  |       | $ | 302,653   |       |  | $ | 39,769 |  |  | $ | 1,667,099  | 

|                               |  |         |           |  |           |   |           |            |  |   |           |   |  |           |           |  |          |   |           |       |  |   |          |   |  |   |            | 
|------------------------------ |  | ------- | --------- |  | --------- | - | --------- | ---------- |  | - | --------- | - |  | --------- | --------- |  | -------- | - | --------- | ----- |  | - | -------- | - |  | - | ---------- | 
|                               |  | Comm. & |           |  |           |   |           |            |  |   |           |   |  |           |          
|Year ended                     |  | High    |           |  | Financial |   |           |            |  |   |           |   |  |           |           | 
|August 31, 2001                |  | Tech    |           |  | Services  |   |           | Government |  |   | Products  |   |  | Resources |           |  | Other(3) |   |           | Total | 
|                               |  |         |           |  |           |   |           |            |  |   |           |   |  |           |           |  |          |   |           |       | 
|Revenues before reimbursements |  | $       | 3,238,256 |  |           | $ | 2,626,567 |            |  | $ | 1,003,235 |   |  | $         | 2,623,440 |  |          | $ | 1,933,225 |       |  | $ | 18,997   |   |  | $ | 11,443,720 | 
|Depreciation (1)               |  |         | 76,901    |  |           |   | 59,701    |            |  |   | 21,053    |   |  |           | 51,512    |  |          |   | 47,905    |       |  |   |         |   |  |   | 257,072    | 
|Operating income               |  |         | 429,452   |  |           |   | 665,783   |            |  |   | (7,708    | ) |  |           | 298,085   |  |          |   | 250,126   |       |  |   | (939,982 | ) |  |   | 695,756    | 
|                               |  |         |           |  |           |   |           |            |  |   |           |   |  |           |           |  |          |   |           |       | 
|Assets at August 31 (2)        |  | $       | 500,762   |  |           | $ | 274,301   |            |  | $ | 161,584   |   |  | $         | 270,826   |  |          | $ | 258,146   |       |  | $ | 17,523   |   |  | $ | 1,483,142  | 



---

|    |                                                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | This amount includes depreciation on property and
    equipment controlled by each operating segment as well as an
    allocation for depreciation on property and equipment they do
    not directly control.                        
|(2) | Operating segment assets directly attributed to
    an operating segment and provided to the chief operating
    decision maker include Receivables from clients, current and
    non-current Unbilled services and Deferred revenues.
|(3) | In 2001, Other primarily includes the cost of the
    restricted share units that were granted and vested as of
    August 31, 2001, as this amount was not charged to the
    operating groups.                                      

The accounting policies of the operating segments are the same
as those described in Note 1, Summary of Significant
Accounting Policies, except for the cost of restricted share
units as described in footnote 3.

F-38



---



##### 



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars except share and per share
amounts or as otherwise disclosed)


Geographic Information

Revenues are attributed to geographic areas based on where
client services are supervised.

|                               |  |          |           |  |          |   |           |              |  |   |         |  |  |   |            | 
|------------------------------ |  | -------- | --------- |  | -------- | - | --------- | ------------ |  | - | ------- |  |  | - | ---------- | 
|                               |  | Americas |           |  | EMEA (1) |   |           | Asia Pacific |  |   | Total   | 
|                               |  |          |           |  |          |   |           |              |  |   |         | 
|Fiscal 2003                    |  |          |           |  |          |   |           |              |  |   |         |  |  |   |            | 
|                               |  |          |           |  |          |   |           |              |  |   |         | 
|Revenues before reimbursements |  | $        | 5,671,026 |  |          | $ | 5,352,850 |              |  | $ | 794,123 |  |  | $ | 11,817,999 | 
|Reimbursements                 |  |          | 907,628   |  |          |   | 560,391   |              |  |   | 111,222 |  |  |   | 1,579,241  | 
|Revenues                       |  |          | 6,578,654 |  |          |   | 5,913,241 |              |  |   | 905,345 |  |  |   | 13,397,240 | 
|Long lived assets at August 31 |  |          | 325,250   |  |          |   | 252,001   |              |  |   | 73,204  |  |  |   | 650,455    | 
|                              
|Fiscal 2002                    |  |          |           |  |          |   |           |              |  |   |         |  |  |   |            | 
|                               |  |          |           |  |          |   |           |              |  |   |         | 
|Revenues before reimbursements |  | $        | 5,835,992 |  |          | $ | 4,962,942 |              |  | $ | 775,335 |  |  | $ | 11,574,269 | 
|Reimbursements                 |  |          | 872,019   |  |          |   | 530,534   |              |  |   | 128,202 |  |  |   | 1,530,755  | 
|Revenues                       |  |          | 6,708,011 |  |          |   | 5,493,476 |              |  |   | 903,537 |  |  |   | 13,105,024 | 
|Long lived assets at August 31 |  |          | 403,915   |  |          |   | 265,023   |              |  |   | 47,566  |  |  |   | 716,504    | 
|                              
|Fiscal 2001                    |  |          |           |  |          |   |           |              |  |   |         |  |  |   |            | 
|                               |  |          |           |  |          |   |           |              |  |   |         | 
|Revenues before reimbursements |  | $        | 6,112,986 |  |          | $ | 4,484,075 |              |  | $ | 846,659 |  |  | $ | 11,443,720 | 
|Reimbursements                 |  |          | 987,947   |  |          |   | 516,567   |              |  |   | 113,638 |  |  |   | 1,618,152  | 
|Revenues                       |  |          | 7,100,933 |  |          |   | 5,000,642 |              |  |   | 960,297 |  |  |   | 13,061,872 | 
|Long lived assets at August 31 |  |          | 567,987   |  |          |   | 199,296   |              |  |   | 55,035  |  |  |   | 822,318    | 



---

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

The following table presents revenues before reimbursements by
major types of services:

|               |                                |                       |           |            |      |   |           |            |  |   |           |            | 
|-------------- | ------------------------------ | --------------------- | --------- | ---------- | ---- | - | --------- | ---------- |  | - | --------- | ---------- | 
|               |                                |                      
|               |                                | Year ended August 31, |          
|               |                                |                       |          
|               |                                | 2003                  |           |            | 2002 |   |           | 2001       | 
|               |                                |                       |           |            |      |   |           |            | 
|Consulting     |                                | $                     | 7,915,773 |            |      | $ | 8,770,396 |            |  | $ | 9,409,623 |           
|Outsourcing    |                                |                       | 3,567,254 |            |      |   | 2,609,204 |            |  |   | 1,968,771 |           
|Other          |                                |                       | 334,972   |            |      |   | 194,669   |            |  |   | 65,326    |           
|               |                                |                       |           |            |      |   |           |            | 
|               | Revenues before reimbursements |                       |           | 11,817,999 |      |   |           | 11,574,269 |  |   |           | 11,443,720 | 
|               |                                |                       |           |            |      |   |           |            | 
|Reimbursements |                                |                       | 1,579,241 |            |      |   | 1,530,755 |            |  |   | 1,618,152 |           
|               |                                |                       |           |            |      |   |           |            | 
|               | Revenues                       |                       | $         | 13,397,240 |      |   | $         | 13,105,024 |  |   | $         | 13,061,872 | 
|               |                                |                       |           |            |      |   |           |            | 

20.     SUBSEQUENT EVENTS

On September 8, 2003, pursuant to a tender offer made to
Accenture SCA Class I shareholders on August 7, 2003,
controlled subsidiaries of Accenture Ltd redeemed or purchased
an aggregate of 6,519,532 Accenture SCA Class I common
shares at a price of $19.91 per share. At the same time,
Accenture International SARL purchased 52,861 Accenture Canada
Holdings Inc. exchangeable shares at a price of $19.91 per
share. The total cash outlay for these transactions was $130,856.

F-39



---



##### 



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars except share and per share
amounts or as otherwise disclosed)


These transactions were also undertaken pursuant to
Accentures Share Management Plan for Accentures
partners, former partners and their permitted transferees and
the acquisitions were undertaken pursuant to the previously
mentioned board of directors authorization.

On September 29, 2003, also as part of its Share Management
Plan, Accenture closed an underwritten public offering of
Accenture Ltd Class A common shares. The offering was
comprised of 57,394,595 such shares newly issued by Accenture
Ltd and 24,605,405 of such shares offered by Accenture partners,
former partners and their permitted transferees. The price to
the public was $21.00 per share and the price net of the
underwriters discount of 2.85% was $20.40 per share.
Accenture Ltd received $1,170,936 as a result of the issuance of
57,394,595 shares newly issued by Accenture Ltd. On
September 30, 2003, the underwriters, in connection with
the underwritten public offering, exercised their option to
purchase an additional 12,300,000 newly issued Class A
common shares at the same price per share. On October 1,
2003, Accenture Ltd received $250,938 as a result of the
issuance of the additional 12,300,000 newly issued shares.

On October 30, 2003, pursuant to a tender offer made to
Accenture SCA Class I shareholders, controlled subsidiaries
of Accenture Ltd redeemed or purchased an aggregate of
71,000,000 Accenture SCA Class I shares at a price of
$21.00 per share. At the same time, Accenture International
SARL purchased 816,561 Accenture Canada Holdings Inc.
exchangeable shares at a price of $21.00 per share.

On November 14, 2003, Accenture Ltds board of
directors authorized an additional $150,000 for the purchase of
Accenture Ltd Class A common shares from time to time in
the open market. Shares acquired in open-market purchases by
Accenture will continue to be used by the SECT to provide shares
for select Accenture employee benefits, including equity awards
to future partners. The Accenture Ltd board of directors also
authorized an additional $600,000 for use in connection with
acquisitions of shares from partners, former partners and their
permitted transferees and for acquisition of certain Accenture
Ltd Class A common shares awarded to employees pursuant to
restricted share units issued in connection with our initial
public offering.

F-40



---



##### 



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

(In thousands of U.S. dollars except share and per share
amounts or as otherwise disclosed)


21.     QUARTERLY DATA
(unaudited)

|                                        |          |         |           |               |         |   |           |               |  |   |           |               |  |        |           |               |  |   |            |               | 
|--------------------------------------- | -------- | ------- | --------- | ------------- | ------- | - | --------- | ------------- |  | - | --------- | ------------- |  | ------ | --------- | ------------- |  | - | ---------- | ------------- | 
|                                        |          | First   |           |               | Second  |   |           | Third         |  |   | Fourth    |               |  |       
|                                        |          | Quarter |           |               | Quarter |   |           | Quarter       |  |   | Quarter   |               |  | Annual |          
|                                        |          |         |           |               |         |   |           |               |  |   |           |               |  |        |          
|Fiscal 2003                             |          |         |           |               |         |   |           |               |  |   |           |               |  |        |           |               |  |   |            |              
|                                        |          |         |           |               |         |   |           |               |  |   |           |               |  |        |          
|Revenues before reimbursements          |          | $       | 2,929,958 |               |         | $ | 2,826,196 |               |  | $ | 3,044,836 |               |  | $      | 3,017,009 |               |  | $ | 11,817,999 |              
|Reimbursements                          |          |         | 397,489   |               |         |   | 362,827   |               |  |   | 373,593   |               |  |        | 445,332   |               |  |   | 1,579,241  |              
|Revenues                                |          |         | 3,327,447 |               |         |   | 3,189,023 |               |  |   | 3,418,429 |               |  |        | 3,462,341 |               |  |   | 13,397,240 |              
|Operating income                        |          |         | 429,197   |               |         |   | 367,821   |               |  |   | 404,122   |               |  |        | 350,095   |               |  |   | 1,551,235  |              
|Net income                              |          |         | 126,871   |               |         |   | 118,721   |               |  |   | 132,141   |               |  |        | 120,505   |               |  |   | 498,238    |              
|Earnings per Class A common share:      |          |         |           |               |         |   |           |               |  |   |           |               |  |        |           |               |  |   |            |              
|                                        | Basic   |         |           | 0.27          |         |   |           | 0.25          |  |   |           | 0.28          |  |        |           | 0.26          |  |   |            | 1.06          | 
|                                        | Diluted |         |           | 0.27          |         |   |           | 0.25          |  |   |           | 0.28          |  |        |           | 0.25          |  |   |            | 1.05          | 
|Weighted average Class A common shares: |          |         |           |               |         |   |           |               |  |   |           |               |  |        |           |               |  |   |            |              
|                                        | Basic   |         |           | 468,119,491   |         |   |           | 467,077,408   |  |   |           | 466,294,836   |  |        |           | 470,389,376   |  |   |            | 468,592,110   | 
|                                        | Diluted |         |           | 1,000,572,365 |         |   |           | 997,771,990   |  |   |           | 985,618,380   |  |        |           | 996,778,954   |  |   |            | 996,754,596   | 
|Common stock prices per share:          |          |         |           |               |         |   |           |               |  |   |           |               |  |        |           |               |  |   |            |              
|                                        | High    |         |           | 19.65         |         |   |           | 20.47         |  |   |           | 17.54         |  |        |           | 22.00         |  |   |            | 22.00         | 
|                                        | Low     |         |           | 11.30         |         |   |           | 14.48         |  |   |           | 13.45         |  |        |           | 16.25         |  |   |            | 11.30         | 
|Fiscal 2002                             |          |         |           |               |         |   |           |               |  |   |           |               |  |        |           |               |  |   |            |              
|                                        |          |         |           |               |         |   |           |               |  |   |           |               |  |        |          
|Revenues before reimbursements          |          | $       | 2,988,630 |               |         | $ | 2,913,289 |               |  | $ | 2,980,678 |               |  | $      | 2,691,672 |               |  | $ | 11,574,269 |              
|Reimbursements                          |          |         | 352,692   |               |         |   | 415,148   |               |  |   | 369,982   |               |  |        | 392,933   |               |  |   | 1,530,755  |              
|Revenues                                |          |         | 3,341,322 |               |         |   | 3,328,437 |               |  |   | 3,350,660 |               |  |        | 3,084,605 |               |  |   | 13,105,024 |              
|Operating income                        |          |         | 414,257   |               |         |   | 388,279   |               |  |   | 434,986   |               |  |        | 147,929   |               |  |   | 1,385,451  |              
|Net income                              |          |         | 81,676    |               |         |   | 10,611    |               |  |   | 114,461   |               |  |        | 38,147    |               |  |   | 244,895    |              
|Earnings per Class A common share:      |          |         |           |               |         |   |           |               |  |   |           |               |  |        |           |               |  |   |            |              
|                                        | Basic   |         |           | 0.20          |         |   |           | 0.03          |  |   |           | 0.28          |  |        |           | 0.08          |  |   |            | 0.57          | 
|                                        | Diluted |         |           | 0.20          |         |   |           | 0.02          |  |   |           | 0.27          |  |        |           | 0.08          |  |   |            | 0.56          | 
|Weighted average Class A common shares: |          |         |           |               |         |   |           |               |  |   |           |               |  |        |           |               |  |   |            |              
|                                        | Basic   |         |           | 410,488,771   |         |   |           | 409,576,609   |  |   |           | 414,463,440   |  |        |           | 468,829,346   |  |   |            | 425,941,809   | 
|                                        | Diluted |         |           | 1,014,448,500 |         |   |           | 1,035,794,758 |  |   |           | 1,027,990,942 |  |        |           | 1,006,394,255 |  |   |            | 1,023,789,546 | 
|Common stock prices per share:          |          |         |           |               |         |   |           |               |  |   |           |               |  |        |           |               |  |   |            |              
|                                        | High    |         |           | 22.75         |         |   |           | 28.34         |  |   |           | 30.50         |  |        |           | 20.99         |  |   |            | 30.50         | 
|                                        | Low     |         |           | 11.61         |         |   |           | 22.50         |  |   |           | 19.50         |  |        |           | 13.70         |  |   |            | 11.61         | 

F-41



---



##### 





SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf on November 13, 2003
by the undersigned, thereunto duly authorized.



| |              
| | -------------
| | ACCENTURE LTD



| |     |                        
| | --- | -----------------------
| | By: | /s/ JOE W.
    FOREHAND

| |                      
| | ---------------------
| |                      
| | Name: Joe W. Forehand

| |        |                            
| | ------ | ---------------------------
| | Title: | Chief Executive Officer and

| |                      
| | ---------------------
| | Chairman of the Board

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints
Joe W. Forehand, Harry L. You, and Douglas G.
Scrivner, and each of them, as his or her true and lawful
attorneys-in-fact and agents, with power to act with or without
the others and with full power of substitution and
resubstitution, to do any and all acts and things and to execute
any and all instruments which said attorneys and agents and each
of them may deem necessary or desirable to enable the Registrant
to comply with the U.S. Securities Exchange Act of 1934, as
amended, and any rules, regulations and requirements of the U.S.
Securities and Exchange Commission thereunder in connection with
the Registrants Annual Report on Form 10-K for the
fiscal year ended August 31, 2003 (the Annual
Report), including specifically, but without limiting the
generality of the foregoing, power and authority to sign the
name of the Registrant and the name of the undersigned,
individually and in his or her capacity as a director or officer
of the Registrant, to the Annual Report as filed with the U.S.
Securities and Exchange Commission, to any and all amendments
thereto, and to any and all instruments or documents filed as
part thereof or in connection therewith; and each of the
undersigned hereby ratifies and confirms all that said attorneys
and agents and each of them shall do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below on November 13,
2003 by the following persons on behalf of the Registrant and in
the capacities indicated.

|                                       |  |                                                                                    
|-------------------------------------- |  | -----------------------------------------------------------------------------------
|Signature                              |  | Title                                                                              
|                                       |  |                                                                                    
|/s/ JOE W. FOREHANDJoe W. Forehand     |  | Chief Executive Officer and Chairman of the Board
    (principal executive officer)
|                                      
|/s/ STEPHAN A. JAMESStephan A. James   |  | Director                                                                           
|                                      
|/s/ STEVEN A. BALLMERSteven A. Ballmer |  | Director                                                                           
|                                      
|/s/ DINA DUBLONDina Dublon             |  | Director                                                                           

S-1



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##### 



|                                               |  |                                                                         
|---------------------------------------------- |  | ------------------------------------------------------------------------
|Signature                                      |  | Title                                                                   
|                                               |  |                                                                         
|                                              
|/s/ KARL-HEINZ FLÖTHERKarl-Heinz Flöther       |  | Director                                                                
|                                              
|/s/ JOEL P. FRIEDMANJoel P. Friedman           |  | Director                                                                
|                                              
|/s/ WILLIAM D. GREENWilliam D. Green           |  | Director                                                                
|                                              
|Dennis F.
    Hightower                        |  | Director                                                                
|                                              
|William L.
    Kimsey                          |  | Director                                                                
|                                              
|Robert I. Lipp                                 |  | Director                                                                
|                                              
|/s/ BLYTHE J. MCGARVIEBlythe J. McGarvie       |  | Director                                                                
|                                              
|/s/ SIR MARK MOODY-STUARTSir Mark Moody-Stuart |  | Director                                                                
|                                              
|/s/ MASAKATSU MORIMasakatsu Mori               |  | Director                                                                
|                                              
|/s/ WULF VON SCHIMMELMANNWulf von Schimmelmann |  | Director                                                                
|                                              
|/s/ CARLOS VIDALCarlos Vidal                   |  | Director                                                                
|                                              
|/s/ HARRY L. YOUHarry L. You                   |  | Chief Financial Officer
    (principal financial and accounting officer)

S-2