EXHIBIT 99.5





ACCENTURE LTD 2001 EMPLOYEE SHARE PURCHASE PLAN





STATEMENTS OF FINANCIAL CONDITION





August 31, 2002 and 2001





2002

2001Contributions Receivable

$
66,628,459

$
Plan Equity

$
66,628,459

$


















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









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ACCENTURE LTD 2001 EMPLOYEE SHARE PURCHASE PLAN





STATEMENTS OF OPERATIONS AND CHANGES IN PLAN EQUITY





For the Year Ended August 31, 2002 and the Period Ended August 31, 2001





2002


2001Participant contributions

$
140,211,615


$
Participant withdrawals


(6,947,881
)


Purchases of Accenture Ltd Class A common shares


(66,635,275
)


Net additions


66,628,459



Plan equity at beginning of year






Plan equity at end of year

$
66,628,459


$


















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







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ACCENTURE LTD 2001 EMPLOYEE SHARE PURCHASE PLAN





NOTES TO FINANCIAL STATEMENTS





1.    PLAN DESCRIPTION





The following description of the Accenture Ltd
2001 Employee Share Purchase Plan (the Plan) is provided for general information purposes. Participants in the Plan should refer to the Plan document for more detailed and complete information.





General





Under the Plan, which was approved by the shareholders of Accenture Ltd (the Company) at their June 5, 2001 meeting and approved and subsequently amended by the Board of Directors (the Board) on June 6, 2001
and September 4, 2001, the Company is authorized to issue or transfer up to 75,000,000 Class A common shares (Shares) of the Company. The Plan is administered by the Compensation Committee of the Board (the Committee), which
may delegate its duties and powers in whole or in part as it determines, provided, however, that the Board may, in its sole discretion, take any action designated to the Committee under the Plan as it may deem necessary. The Company pays all
expenses of the Plan. The Shares may consist, in whole or in part, of unissued Shares or previously issued Shares.





The Plan provides eligible employees of the Company or of a participating subsidiary with an opportunity to purchase Shares at a purchase price established by the Committee, which shall in no event be less than eighty-five percent of
the lesser of:





| | (a) |  | the fair market value of a Share on the offering date; or
| | --- |  | ---------------------------------------------------------




| | (b) |  | the fair market value of a Share on the purchase date.
| | --- |  | ------------------------------------------------------




The fair market value on a given date is defined as the arithmetic mean of the high and low prices of the Shares as reported on such date on the composite tape
of the principal national securities exchange on which the Shares are listed or admitted to trading, or, if no sale of Shares shall have been reported on the composite tape of any national securities exchange on such date, then the immediately
preceding date on which sales of the Shares have been so reported or quoted shall be used.





In general, employees
of the Company or a participating subsidiary are eligible to participate in the Plan, except that the Committee may exclude employees (either generally or by reference to a subset thereof) (1) whose customary employment is for less than five
months per calendar year or less than 20 hours per week; (2) who own shares possessing 5% or more of the total combined voting power or value of all classes of shares of the Company or any subsidiary; or (3) who are highly compensated employees
under the Internal Revenue Code of 1986, as amended (the Code). The Plan does not currently qualify as an employee stock purchase plan under Section 423 of the Code and therefore receipt of the Shares will be a taxable event
to the participant. The Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended. The Plan is designed to be exempt from income taxes.





Contributions





Payroll
deductions will generally be made from the compensation paid to each participant for each offering period in such whole percentages not to exceed 10% as elected by the participant, provided that no participant will be entitled to purchase, during
any calendar year, Shares with an aggregate value in excess of $25,000. A participant cannot change the rate of payroll deductions once an offering period has commenced. The Committee has specified procedures by which a participant may increase or
decrease the rate of payroll deductions for subsequent offering periods. All payroll deductions made with respect to a participant are credited to the participants payroll deduction account under the Plan and are deposited with the general
funds of the Company.




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ACCENTURE LTD 2001 EMPLOYEE SHARE PURCHASE PLAN





NOTES TO FINANCIAL STATEMENTS(Continued)




All funds of participants received or held by the Company under the Plan before purchase or issuance of the shares are held without liability for interest or other increment. Offering periods in
fiscal year 2002 were for six-month periods beginning each October 1 and April 1. The current offering period will run for a seven-month period, from October 1, 2002 through May 1, 2003. Subsequent offering periods will run for six-month periods
beginning each May 2 and November 2.





Share Purchases





As soon as practicable following the end of each offering period, the number of Shares purchased by each participant is deposited into a brokerage account established
in the participants name. Unless otherwise permitted by the Committee, dividends that are declared on the Shares held in the brokerage account are reinvested in whole or fractional Shares.





During the fiscal year ended August 31, 2001, the Plan did not have any participants. During the fiscal year ended August 31, 2002, 27,375 participants purchased
6,112,599 Shares under the Plan. The purchase price was $10.9013 per Share. For the offering period ended September 30, 2002, 28,762 participants purchased an additional 6,376,119 Shares under the Plan. The purchase price was $11.7683.





Withdrawal





Participants may withdraw from an offering period or the Plan under the terms and conditions as established by the Committee. Upon a participants withdrawal, all accumulated payroll deductions in
that participants Plan account are returned without interest, as permitted by applicable law, and the Participant is not entitled to any Shares with respect to the applicable offering period. The participant may be permitted to participate in
subsequent offering periods pursuant to the terms and conditions determined by the Committee. A participant shall cease to participate in the Plan upon termination of employment for any reason. In general, all payroll deductions are repaid without
interest, as permitted by applicable law, to the former participant or the former participants beneficiary.





Adjustments





The number of Shares issued or reserved pursuant to the Plan (or pursuant to
outstanding awards) is subject to adjustment on account of share splits, share dividends and other changes in the Shares. In the event of a change in control of the Company, the Committee may take any actions it deems necessary or desirable with
respect to any option as of the date of consummation of the change in control.





Plan Amendment and Termination





The Board may amend, alter or discontinue the Plan, provided, however, that no amendment, alteration or
discontinuation will be made that would increase the number of Shares authorized for the Plan or, without a participants consent, would impair the participants rights and obligations under the Plan. The Plan shall terminate upon the
earliest of (1) the termination of the Plan by the Board; (2) the issuance of all of the Shares reserved for issuance under the Plan; or (3) the tenth anniversary of the effective date of the Plan.





2.    BASIS OF PRESENTATION





The accompanying financial statements have been prepared on the accrual basis of accounting. The preparation of financial statements in conformity with generally accepted accounting principles requires
the




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Plans management to use estimates and assumptions that affect the accompanying financial statements and disclosures. Actual results could differ from these estimates.





At August 31, 2002, Contributions Receivable represents payroll deductions from participants with respect to the offering
period beginning April 1, 2002 and ending on September 30, 2002.





Plan Equity represents net assets available for
future share purchases or participant withdrawals.




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