##### Table of Contents






UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549




---

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,
    2004
|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 Each 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(b) 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 (§229.405 of this chapter)
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
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 27,
2004 was approximately $11,781,156,985, 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 $23.10 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 29, 2004 was 572,695,010 (which number does
not include 19,830,348 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 29, 2004 was 365,224,882.



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TABLE OF CONTENTS

|                                                                     |  |                                                                                                                      |  |      |    | 
|-------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------- |  | ---- | -- | 
|                                                                     |  |                                                                                                                      |  | Page |   
|                                                                     |  |                                                                                                                      |  |      |   
|Part I                                                               |  |                                                                                                                      |  |      |    | 
|Item 1.                                                              |  | Business                                                                                                             |  |      | 1  | 
|Item 2.                                                              |  | Properties                                                                                                           |  |      | 26 | 
|Item 3.                                                              |  | Legal Proceedings                                                                                                    |  |      | 26 | 
|Item 4.                                                              |  | Submission of Matters to a
    Vote of Security Holders                                                              |  |      | 26 | 
|Part II                                                              |  |                                                                                                                      |  |      |    | 
|Item 5.                                                              |  | Market for Registrants
    Common Equity, Related Shareholder Matters and Issuer Purchases
    of Equity Securities |  |      | 29 | 
|Item 6.                                                              |  | Selected Financial Data                                                                                              |  |      | 31 | 
|Item 7.                                                              |  | Managements Discussion
    and Analysis of Financial Condition and Results of Operations                            |  |      | 32 | 
|Item 7A.                                                             |  | Quantitative and Qualitative
    Disclosures about Market Risk                                                       |  |      | 54 | 
|Item 8.                                                              |  | Financial Statements and
    Supplementary Data                                                                      |  |      | 55 | 
|Item 9.                                                              |  | Changes in and Disagreements
    with Accountants on Accounting and Financial Disclosure                             |  |      | 55 | 
|Item 9A.                                                             |  | Controls and Procedures                                                                                              |  |      | 55 | 
|Item 9B.                                                             |  | Other Information                                                                                                    |  |      | 56 | 
|Part III                                                             |  |                                                                                                                      |  |      |    | 
|Item 10.                                                             |  | Directors and Executive
    Officers of the Registrant                                                               |  |      | 57 | 
|Item 11.                                                             |  | Executive Compensation                                                                                               |  |      | 61 | 
|Item 12.                                                             |  | Security Ownership of
    Certain Beneficial Owners and Management                                                   |  |      | 63 | 
|Item 13.                                                             |  | Certain Transactions and
    Relationships                                                                           |  |      | 66 | 
|Item 14.                                                             |  | Principal Accounting Fees
    and Services                                                                           |  |      | 79 | 
|Part IV                                                              |  |                                                                                                                      |  |      |    | 
|Item 15.                                                             |  | Exhibits, Financial
    Statement Schedules                                                                          |  |      | 80 | 
|Subsidiaries of the Registrant                                      
|Consent of KPMG LLP                                                 
|Consent of KPMG LLP Related to the 2001 Employee Share Purchase Plan
|Certification of the CEO Pursuant to Section 302                    
|Certification of the CFO Pursuant to Section 302                    
|Certification of the CFO Pursuant to Section 302                    
|Certification of the CFO Pursuant to Section 906                    
|2001 Employee Share Purchase Plan Financial Statements              





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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 (the Exchange Act) 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 these differences 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://investor.accenture.com) 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 or furnished with the Securities and
Exchange Commission (the SEC) pursuant to
Section 13(a) or 15(d) of the Exchange Act. We also make
available through our website other reports filed with or
furnished to 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.

You also may read and copy any materials we file with the SEC at
the SECs Public Reference Room at 450 Fifth Street,
NW, Washington, DC, 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site
(http://www.sec.gov) that contains reports, proxy and
information statements, and other information regarding issuers
that file electronically with the SEC.

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 $13.7 billion of revenues before
reimbursements for fiscal 2004. As of August 31, 2004, we
had more than 100,000 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. See
Managements Discussion and Analysis of Financial
Condition and Results of

1



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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.

Our high performance business strategy builds on our
expertise in consulting, technology and outsourcing to help
clients perform at the highest levels so they can create
sustainable value for their customers and shareholders. 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 to multiple clients.

Our Business Consulting and Technology & Systems Integration
capability groups 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 the development of solutions for our clients. The subject
matter experts within these capability groups work closely with
the professionals in our operating groups to develop and deliver
solutions to clients.

Through our outsourcing operations, we provide customized
technology and business services to clients on an outsourced
basis. Our outsourcing operations also include our business
process outsourcing (BPO) businesses, which provide
function-specific and/or industry-specific business services to
multiple clients on an outsourced basis through standard
operating models.

Client engagement teams typically consist of industry experts,
capability specialists and professionals with local market
knowledge. Our client teams are supported by our Global Delivery
Network, which applies a systematic approach that focuses on
creating and capturing proven, repeatable processes,
methodologies, tools and architectures to deliver
price-competitive technology and outsourcing solutions and
services to our clients.

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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 17
(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,
systems integration and BPO services and solutions to the
communications, high technology, media and entertainment
industries. Professionals in our Communications & High Tech
operating group help clients enhance their business results by
seizing the opportunities made possible by the convergence of
communications, computing and content. 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,
repeatable solutions, 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. We offer a suite of reusable solutions,
    called Accenture Communications Solutions, that address major
    business and operational issues related to broadband and
    Internet protocol-based networks and services, including
    business intelligence, billing transformation, customer contact
    transformation, sales force transformation, service fulfillment,
    and next-generation network optimization. Our Communications
    industry group represented more than two-thirds of our
    Communications & High Tech operating groups
    revenues before reimbursements in fiscal 2004.
|
| |  | 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 and
    solutions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

3



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| |   |                                                                                                                                                                                                                                                                                                                                                                                                    
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | 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,
    distribute and protect content across numerous media channels.



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

Our Financial Services operating group focuses on the
opportunities created by our clients needs 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.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-based 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. Through Accenture Insurance Services,
    one of our 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.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, biotechnology and life sciences
    companies and policy-making authorities. We are helping our
    clients in the health plan and health insurance areas in North
    America connect consumers, physicians and other                                                                          

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | 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 our clients increase operating and supply chain
    efficiencies by improving processes and leveraging technology.
    We also work with clients to generate value from strategic
    mergers and acquisitions. In addition, our Industrial Equipment
    industry group 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
    pharmaceutical, 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. We add 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. Our
    Retail & Consumer industry group represented approximately
    one-third of our Products operating groups revenues before
    reimbursements in fiscal 2004.
|
| |  | 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.
    Through Navitaire, Inc., one of our 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.

5



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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 industry leaders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  | Energy.Our Energy industry group serves a wide
    range of companies in the oil and gas industry, including
    upstream, downstream and oil services companies. Our key areas
    of focus include helping clients 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
    exploit cross-industry synergies.                                                                                                                                                                                                                                                                                                                   
|
| |  | Forest Products.Our Forest Products industry
    group helps companies 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 companies 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 our
    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 and education agencies in 26 countries,
helping them transform to meet the challenges of a rapidly
changing public-sector environment. 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. Our work with clients in the U.S. federal
government represented more than one-third of our Government
operating groups revenues before reimbursements in fiscal
2004.

Our offerings help public-sector clients address their most
pressing needs, including reducing costs, increasing operational
efficiency, enhancing revenues, improving customer service, and
ensuring the security of citizens and businesses. We advise on,
implement and, in some cases, operate government services. We
work with clients to transform their back-office operations,
build Web interfaces and enable services to be delivered over
the Internet. We also provide processing services in areas such
as human resources, social services, ticketing and tolling,
collections and procurement.

6



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As governments are pressed to operate at higher levels with
reduced resources, we are introducing innovative contract models
from the private sector that are becoming increasingly popular
with governments. For instance, we pioneered Public Sector
Value, a patent-pending approach that enables governments to
measure outcomes and make decisions that directly improve
citizen satisfaction. This approach is similar to the ways in
which publicly traded companies measure shareholder value to
enhance the value they deliver to shareholders.

Capability Groups

Our Business Consulting and Technology & Systems Integration
capability groups are the skill-based innovation
engines through which we develop our knowledge capital;
build world-class skills and capabilities; and create, acquire
and manage key assets central to the development of solutions
for our clients. The subject matter experts within these
capability groups work closely with the professionals in our
operating groups and are intimately involved in the delivery of
the full range of consulting, technology and outsourcing
services to clients.



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

Our Business Consulting capability group comprises five service
lines:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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 upon 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 finance capability services also
    address pricing and yield management, revenue cycle management,
    billing, credit risk and collection effectiveness, lending and
    debt recovery. Our performance management services address
    shareholder value targeting, scorecard and performance metrics
    development, performance reporting solutions and applied
    business analytics to improve profitability. Our professionals,
    who often leverage the resources of Accenture Finance Solutions,
    one of our BPO businesses, 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.
|
| |  | 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | 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 at Accenture Learning and Accenture HR Services,
    two of our BPO businesses, help companies and governments reduce
    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 identify and implement high-performance business
    value creation and transformation opportunities by delivering
    independent strategies and broad business consulting services
    focused on the CEO agenda. Our professionals work closely with
    the highest levels of our clients organizations to help
    them achieve sustainable performance improvement. With deep
    skills and capabilities in corporate transformation and
    restructuring, growth and innovation strategies, mergers and
    acquisitions, organization and change strategy, pricing strategy
    and profitability assessment, post-merger integration,
    shareholder value analysis and strategic IT effectiveness, we
    help clients develop breakthrough strategic, operational and
    transformation solutions to enhance shareholder value in both
    the short and long term.
|
| |  | Supply Chain Management.The professionals in our
    Supply Chain Management service line work with clients across a
    broad range of industries to develop high-performance supply
    chains that enable profitable growth in new and existing
    markets. Our professionals combine global industry expertise and
    skills in sourcing and procurement, supply chain planning,
    manufacturing and design, fulfillment and service management to
    help organizations transform their supply chain capabilities. We
    work with clients to implement innovative solutions that align
    operating models to support business strategies; improve the
    effectiveness of pricing; leverage outsourcing to improve supply
    chain services; adopt radio frequency identification (RFID) and
    other emerging technologies; and enhance the skills and
    capabilities of the supply chain workforce.                                                                           



| |                                                      
| | -----------------------------------------------------
| | Technology & Systems Integration Capability
    Group

Our Technology & Systems Integration capability group
comprises six main components:



| |   |                                                                                                                                                                                                                                                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Architecture for Complex Solutions 
    This area is responsible for creating, building and deploying
    complex, large-scale technology solutions in areas such as
    business intelligence, data warehousing, enterprise resource
    planning, enterprise content management and portals, and
    mobility and messaging.
|
| |  | Enterprise Solutions and Integration 
    This group is responsible for all of our packaged development
    efforts around software application suites such as SAP,
    PeopleSoft, Siebel and Oracle, among others, which typically
    integrate business processes, technology and human performance
    components.       
|
| |  | Infrastructure Consulting  Our
    Infrastructure Consulting professionals provide highly
    specialized technology consulting capabilities focused on
    infrastructure planning and transformation, security, operations
    management and network management.                                                           
|
| |  | Solutions Delivery Excellence  This
    group is responsible for developing and deploying our
    methodologies, tools and architectures to support
    Accentures global delivery model for consulting,
    technology and outsourcing services.                                                                            

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| |   |                                                                                                                                                                                                                                                                                                                      
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Research & Development  This
    component comprises our research and development organization,
    Accenture Technology Labs, which identifies and develops new
    technologies that we believe will be the drivers of our
    clients growth and enable them to be first to market with
    unique capabilities.
|
| |  | Alliances & Intellectual Property 
    This area is responsible for managing our global alliances and
    overseeing our intellectual property program, which are key
    enablers of our service offerings.                                                                                                        

Outsourcing

Accenture provides a wide range of outsourcing services,
including business process outsourcing, application outsourcing
and infrastructure outsourcing.



| |                                            
| | -------------------------------------------
| | Business Process Outsourcing (BPO) Services

We work with clients to develop and deliver business process
innovations that transform their businesses and deliver higher
performance levels at lower costs. Through our BPO services, we
manage specific business processes or functions for clients,
providing solutions that are more efficient and cost-effective
than if the functions were provided in-house.

We also offer more-standardized BPO services through our BPO
businesses. We currently have eight BPO businesses, each of
which 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 eight BPO businesses are:



| |   |                                                                                                                                                                                                                                                                                                                     
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Accenture HR Services  offers
    enterprises seeking higher levels of employee performance,
    productivity and satisfaction with human resources services
    across the employee lifecycle, from recruitment to payroll to
    pensions.                                                                       
|
| |  | Accenture Learning  offers companies
    and governments 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 Finance Solutions  offers
    finance operations, applications management, financial
    accounting and management reporting services to help clients
    streamline financial management, improve working capital and
    cash flow, and deliver permanent cost savings from operational
    activities.
|
| |  | Accenture Procurement Solutions  offers
    sourcing-to-settlement services, including strategic sourcing,
    procure-to-pay transaction processing, supplier and contract
    management, management reporting, procurement effectiveness,
    compliance and electronic procurement services.                   
|
| |  | Accenture Business Services for
    Utilities  offers utilities across North
    America a variety of services including customer care, finance
    and accounting, human resources, supply chain and information
    technology, as well as facilities and field services.                                        
|
| |  | Accenture eDemocracy Services  offers
    election services to election agencies around the world.                                                                                                                                                                                                                 

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| |   |                                                                                                                                                                                                                                                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Accenture Insurance Services (formerly Solutions Assurance
    Vie, or S.A.V.)  offers life insurance policy
    design and management services, including high-volume
    transaction processing capabilities, to help insurers accelerate
    the marketing of life insurance products.
|
| |  | Navitaire  offers leading, mid-size and
    low-fare airlines with reservations, direct ticket distribution,
    revenue protection, decision support, passenger revenue
    accounting and revenue management services.                                                                 



| |                        
| | -----------------------
| | Application Outsourcing

Accenture takes a holistic approach to application outsourcing
that goes beyond traditional cost-cutting measures, helping
clients improve the total performance of application development
and maintenance.

We provide a wide array of application outsourcing services
under flexible arrangements, managing custom or packaged
software applications  including enterprise-wide
applications such as SAP, PeopleSoft, Oracle and
Siebel  over their complete development and
maintenance lifecycles. The scope of services ranges from basic
application management to application enhancement and
development for individual or multiple applications. We can also
take end-to-end responsibility for all of a clients
information technology (IT) function, including infrastructure
and operations, leveraging our shared services delivery groups
and our application and infrastructure transformation consulting
expertise to deliver significant gains in client productivity.

By transferring to Accenture the responsibility for one or more
of their applications, clients can leverage our assets, scale
and global resources as well as our secure, global
infrastructure delivery capabilities. This allows clients to
maintain and control the overall performance of their IT
capabilities while reducing the complexity and costs associated
with managing third parties and increasing the flexibility,
scalability, predictability and security of their IT
infrastructures.



| |                           
| | --------------------------
| | Infrastructure Outsourcing

Accenture offers infrastructure outsourcing services coupled as
part of application outsourcing and BPO services arrangements.
Our infrastructure outsourcing services include hosting (data
center operations, remote systems management and development
environment support); technical support (help desk, eSupport and
desk-side support services); network management (secure,
real-time, asynchronous voice and communications); security
(security systems management, disaster recovery and business
continuity services); desktop management and mobility (lifecycle
management of desktop and mobility devices and supporting
software); and messaging and collaboration.

Global Delivery Network

Our Global Delivery Network  working in concert with
client teams comprising professionals from our operating groups,
capability groups and outsourcing operations  applies
a systematic approach to technology and outsourcing solutions
and services delivery that capitalizes on our ability to create
and capture proven, repeatable processes, methodologies, tools
and architectures. With deep expertise in a range of hardware
and software technologies, professionals in our Global Delivery
Network build, deploy and maintain technology-based solutions,
focusing on application development, systems administration work
and software maintenance.

The Global Delivery Network professionals are responsible for
our global strategic delivery approach, which emphasizes
quality, reduced risk, speed to market and predictability. Our
ultimate goal is to deliver price-competitive solutions and
services that drive higher levels of performance for

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The Global Delivery Network includes Avanade, Inc., our
technology business that focuses on large-scale technology
integration based upon Microsofts enterprise platform.
Combining Microsofts understanding of operating platforms
and technologies with Accentures experience in delivering
solutions to 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.

Alliances

We have sales and delivery alliances with companies whose
capabilities complement our own, either by enhancing a service
offering, delivering a new technology or helping us extend our
services to new geographies. By combining our alliance
partners products and services with our own capabilities
and expertise, we create innovative, high-value business
solutions for our clients.

Some alliances are specifically aligned with one of our service
lines, thereby 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.

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 from consulting services for
implementing our alliance partners products and our
related services.

Research and Innovation

We are committed to developing leading-edge ideas. We believe
that both 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
$272 million, $250 million and $235 million on
research and development in fiscal years 2004, 2003 and 2002,
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.

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 Luxembourg 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

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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. (Accenture Canada
Holdings), an indirect subsidiary of Accenture SCA.
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.

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 has separately agreed not to redeem any Class X common
share of a holder if such redemption would reduce the number of
Class X common shares held by that holder 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 holder, 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. For example, see Certain
Transactions  Accenture Ltd Voting Agreement.

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. 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

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de
minimis


Subject to contractual transfer restrictions, 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 Accenture Ltd Class A common share at
the time of the exchange. Each exchangeable share of Accenture
Canada Holdings entitles its holder to receive distributions
equal to any distributions to which an Accenture Ltd
Class A common share entitles its holder.

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 career 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, 2004, we had more than 100,000 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.

Our revenues are derived primarily from FortuneGlobal
500 and Fortune 1000 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;                                   

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| |   |                                              
| | - | ---------------------------------------------
| |  | scope of services;                           
|
| |  | service delivery approach;                   
|
| |  | technical and industry expertise;            
|
| |  | quality of services and solutions;           
|
| |  | ability to deliver 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 our intellectual property and
that owned by third parties, 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. At August 31, 2004, we had 1,049 patent
applications pending in the United States and other
jurisdictions and had been issued 151 U.S. patents and 50
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 intend to 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 rates of
    change in the industries we serve.

Uncertain global economic and political conditions continue to
affect many of our clients businesses. 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. Deterioration of global economic or political
conditions could increase these effects.



| |                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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

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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 infrastructures 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. Negative publicity related to our client
relationships, regardless of its accuracy, may further damage
our business by affecting our ability to compete for new
contracts. 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
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 engagements with clients may not be profitable or may
    be terminated by our clients on short notice.

Unexpected costs, delays or failures to achieve
anticipated cost reductions 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. When
making proposals for engagements, we estimate the costs and
timing for completing the projects. While the risks associated
with all of these types of contracts are often similar, an
increasing number of outsourcing contracts entail the
coordination of operations, diverse geographic and competency
workforces and geographically distributed service centers, which
further complicates the delivery of our services and increases
the magnitude of these risks. On outsourcing engagements, we
frequently hire employees from our clients and assume
responsibility for one or more of our clients business
processes. Our pricing, cost and profit margin estimates on
outsourcing engagements frequently include anticipated long-term
cost savings from transformational and other initiatives that we
expect to achieve and sustain over the life of the outsourcing
engagement. These estimates reflect our best judgment regarding
our clients costs, as well as the efficiencies of our
methodologies and professionals as we plan to deploy them on
projects. Any increased or unexpected costs, delays or failures
to achieve anticipated cost reductions 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

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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, changes in client strategies
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. Consequently, our profit
margins in subsequent periods may be lower than expected.

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 from us, and any significant extension of
credit requires approval by senior levels of our management. We
had extended $455 million of such financing at
August 31, 2004.



| |                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------
| | 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
2004, approximately 45% of our revenues before reimbursements
were attributable to our activities in the Americas, 48% 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;                                                                

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| |   |                                                                          
| | - | -------------------------------------------------------------------------
| |  | 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 to these developments in a
    timely manner.

The pace of consolidation among our competitors, including
vertical integration of hardware and software vendors and
service providers, continues. 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 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 integrate acquisitions into our ongoing
operations. Any of these circumstances could have an adverse
effect on our revenues and profit margin or our ability to grow
our business.



| |                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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
serve clients and 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 offer a variable component of compensation, the
payment of which is dependent upon our performance, to larger
proportions of our global workforce. We are increasing the use
of equity-based incentives as a component of our
executives compensation, which may affect amounts of cash
compensation. We are also adjusting our compensation levels and
adopting different methods of compensation in order to attract
and retain appropriate numbers of employees with the diverse
skills we need to serve clients, grow our business and motivate
these employees performance. Any of these actions 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.

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| |                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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. A continuation
of current pricing pressures could result in permanent changes
in pricing policies and delivery capabilities. 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 off-shore resources to provide 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, we may continue to experience
erosion of operating income as a percentage of revenues before
reimbursements if present trends continue.

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| |                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 those for personnel,
    support services and severance;                                                                                                                          
|
| |  | our ability to maintain an appropriate headcount in each of our
    workforces;                                                                                                                                          
|
| |  | 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 or payments of variable
    compensation to our employees; and                                                                                                                            
|
| |  | global, regional and local economic and political conditions and
    related risks, including acts of terrorism.                                                                                                         



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We continue 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 our
    outsourcing business continues to grow, we may experience
    increased pressure on our overall margins, particularly during
    the early stages of new outsourcing contracts.

We continue to achieve a greater percentage of our revenues and
growth through business transformation outsourcing, our approach
that combines outsourcing with our other capabilities to help
clients transform and outsource 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 terms than
consulting contracts and generally have lower gross margins than
consulting contracts, particularly in the first year. As our
outsourcing

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| |                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On certain complex engagements where we partner with third
    parties, clients are increasingly demanding that we guarantee
    the performance of our business partners whom we do not
    control.

Some engagements are complex and may require unique structures
and alliances. 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.



| |                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We may be exposed to potential risks relating to pending
    changes in our systems and internal controls procedures and our
    ability to have those controls attested to by our independent
    auditors.

If we are not able to implement the requirements of
Section 404 of the Sarbanes-Oxley Act of 2002, our
reputation, financial results and the market price of our stock
could suffer.While we believe that we have adequate
internal control procedures in place, we may be exposed to
potential risks from recent legislation requiring companies to
evaluate their internal controls and have those controls
attested to by their independent auditors. We are evaluating our
internal control systems in order to allow our management to
report on, and our independent auditors to attest to, our
internal controls, as required as part of Annual Report on
Form 10-K beginning with our report for the fiscal year
ending August 31, 2005.

There is, at present, no precedent available with which to
measure compliance adequacy. Accordingly, there can be no
assurance that we will receive a positive attestation from our
independent auditors. In the event we identify significant
deficiencies or material weaknesses in our internal controls
that we cannot remediate in a timely fashion or we are unable to
receive a positive attestation from our independent auditors
with respect to our internal controls, our reputation, financial
results and the market price of our stock could suffer.

We may experience difficulties in implementing new business
and financial systems.On September 1, 2004, we
transitioned certain of our business and financial systems to
new platforms. Although the transition to date has proceeded
without material adverse consequences, the process of
implementing new systems could disrupt our ability to timely and
accurately process and report key components of our results of
operations and financial condition. Any such disruption could
affect our results of operations or financial condition and
cause harm to our reputation.



| |                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Recent tax legislation, future legislation and negative
    publicity related to Bermuda companies may lead to an increase
    in our tax burden or affect our relationships with our
    clients.

The United States Congress recently passed, and the President
has signed, legislation relating to the tax treatment of U.S.
companies that have undertaken certain types of expatriation
transactions. We do not believe this legislation applies to
Accenture. However, we are not able to predict with certainty
whether the U.S. Internal Revenue Service will challenge our
interpretation of the legislation. Nor are we able to predict
with certainty the impact of regulations or other
interpretations that might be issued related to this
legislation. It is possible that certain interpretations could
materially increase our tax burden.

20



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Other legislative proposals related to certain foreign
corporations have been enacted in various jurisdictions in the
United States, none of which adversely affects Accenture.
Additional legislative proposals remain under consideration in
various legislatures which, if enacted, could limit or even
prohibit our eligibility to be awarded state or federal
government contracts in the United States in the future.

In addition, there have been, from time to time, negative
comments in the media regarding companies incorporated in
Bermuda. 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 a negative public image of Bermuda companies or the
possibility of our clients receiving negative media attention
from doing business with us.



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



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



| |                                                                                                   
| | --------------------------------------------------------------------------------------------------
| | 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

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Risks That Relate to Ownership of Our Class A Common
Shares



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

As of October 29, 2004, our partners owned or controlled
shares representing, in the aggregate, a 35% 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 may, effectively, control us. This
may enable 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:



| |   |                                                                                                                                                                                                                                                                                                                                        
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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 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 upon 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

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| |                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 29, 2004, substantially all of the Accenture
    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 durations. 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 29, 2004 an aggregate of more than
    493 million 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. While
    the transfer restrictions in the voting agreement and the
    transfer rights agreement will continue to apply, 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 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

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | 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 29, 2004, 32,392,028
    Class A common shares underlying restricted share units
    generally were scheduled to be delivered during the calendar
    years indicated below:                                                                                                                                                                                                                                                                                                         

|                 |            |  |               |  |            | 
|---------------- | ---------- |  | ------------- |  | ---------- | 
|Number of Shares |            |  | Calendar Year | 
|                 |            |  |               | 
|                 | 10,916     |  |               |  | 2004       | 
|                 | 2,934,411  |  |               |  | 2005       | 
|                 | 3,128,919  |  |               |  | 2006       | 
|                 | 2,826,879  |  |               |  | 2007       | 
|                 | 2,863,807  |  |               |  | 2008       | 
|                 | 8,242,740  |  |               |  | 2009       | 
|                 | 12,384,356 |  |               |  | After 2009 | 



| |                                                                                                                                                                                                                                                                                                                                                                                  
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The delivery of some of these shares may be deferred based on
    elections made by the holders.                                                                                                                                                                                                                                                                                 
|
| | 32,382,183 of all Accenture Ltd Class A common shares
    issuable pursuant to restricted share units have been granted to
    current and former partners. Accenture Ltd 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 29, 2004, 66,831,532 Accenture
    Ltd Class A common shares were issuable pursuant to
    options, of which options to purchase an aggregate of 37,105,700
    Class A common shares were exercisable and options to
    purchase an aggregate of 29,725,832 Class A common shares
    generally will become exercisable during the calendar years
    indicated below:

|                 |            |  |               |  |            | 
|---------------- | ---------- |  | ------------- |  | ---------- | 
|Number of Shares |            |  | Calendar Year | 
|                 |            |  |               | 
|                 | 128,045    |  |               |  | 2004       | 
|                 | 18,039,608 |  |               |  | 2005       | 
|                 | 5,912,037  |  |               |  | 2006       | 
|                 | 5,646,142  |  |               |  | After 2006 | 



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 14,798,308 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.
    Accenture Ltd 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 years 2004 and 2005
    include options that were issued to our employees in connection
    with our initial public offering.

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| |                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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
in 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 automatically be enforceable in
Bermuda. Similarly, those judgments may not be enforceable in
countries other than in the United States where we have assets.



| |                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------
| | 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

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ITEM 2.     PROPERTIES

We have major offices in the worlds leading business
centers, including New York, Chicago, Dallas, Los Angeles, San
Francisco, Boston, 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 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 our operations in the Middle East. In
2003, we voluntarily reported the incident to the appropriate
authorities in the United States promptly after its discovery.
Shortly thereafter, the SEC advised us it would be undertaking
an informal investigation of this incident, and the U.S.
Department of Justice indicated it would also conduct a review.
Since that time, there have been no further developments. 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 fiscal 2004.

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Executive Officers of the Registrant

Martin I. Cole, 48, has been our Chief
ExecutiveGovernment Operating Group since September 2004.
From September 2000 to August 2004, he served in leadership
roles in our outsourcing group, including serving as Global
Managing Partner of the Outsourcing & Infrastructure
Delivery group. Prior to these roles, Mr. Cole held
numerous leadership positions in our Government operating group.
Mr. Cole has been with Accenture for 24 years.

Joellin Comerford, 52, has been our Chief
ExecutiveOutsourcing & BPO Businesses since September
2004. She was Chief ExecutiveOutsourcing Operations from
February 2004 to September 2004 and our Group
DirectorSales Development from March 2003 to February
2004. From September 2002 to March 2003, she was managing
partner of Corporate Development in the Americas. From September
2000 through August 2002, 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. Ms. Comerford has been with Accenture for
27 years.

Anthony G. Coughlan, 47, has been our Principal
Accounting Officer since September 2004 and our Controller since
September 2001. From September 2000 to September 2001,
Mr. Coughlan was co-managing partner of our central finance
group. From September 1997 to September 2000, he was managing
partner of our global services organization finance group.
Mr. Coughlan has been with Accenture for 26 years.

Karl-Heinz Flöther, 52, has been 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. In addition,
Mr. Flöther served as one of our directors from June
2001 to February 2003. Mr. Flöther has been with
Accenture for 25 years.

Mark Foster, 45, has been our Chief
ExecutiveProducts Operating Group since March 2002. From
September 2000 to March 2002 he was managing partner of 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 May 1999 Mr. Foster led our
change management competency in our Pharmaceuticals &
Medical Products industry group. Mr. Foster has been with
Accenture for 20 years.

Robert N. Frerichs, 52, has been our Chief Quality &
Risk Officer since September 2004. From November 2003 to
September 2004, he was chief operating officer of our
Communication & High Tech operating group. From August
2001 to November 2003, he led the market maker team for our
Communications & High Tech operating group. Prior to
these roles, Mr. Frerichs held numerous leadership
positions within our Communications & High Tech
operating group. Mr. Frerichs has been with Accenture for
28 years.

William D. Green, 51, has been a director since June 2001
and our CEO and Chairman of our Executive Leadership Team since
September 2004. From March 2003 to August 2004 he was our Chief
Operating OfficerClient Services, and from August 2000 to
August 2004 he was our Country Managing Director, United States.
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 has been with
Accenture for 26 years.

Michael G. McGrath, 58, has been our Chief Financial
Officer since July 2004. From November 2001 to July 2004 he was
our Chief Risk Officer. He was our Treasurer from June 2001 to

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Stephen J. Rohleder, 47, has been our Chief Operating
Officer since September 2004. From March 2003 to September 2004,
he was our Chief ExecutiveGovernment Operating Group. 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. Mr. Rohleder has been with Accenture for
23 years.

Douglas G. Scrivner, 53, has been our General Counsel and
Secretary since January 1996 and our Compliance Officer since
September 2001. Mr. Scrivner has been with Accenture for
24 years.

David C. Thomlinson, 48, has 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. Mr. Thomlinson has been with Accenture for
18 years.

Diego Visconti, 55, has been our Chief
ExecutiveCommunications & High Tech Operating Group
since March 2003. From 1995 to March 2003, he was responsible
for our Communications & High Tech operating unit in Europe
and Latin America. From 1997 until May 2002, he was also the
Country Managing Partner of our Italy practice. In addition,
Mr. Visconti served as one of our directors from July 2001
to February 2003. Mr. Visconti has been with Accenture for
28 years.

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##### Table of Contents






PART II





|        |                                                                                                                 
|------- | ----------------------------------------------------------------------------------------------------------------
|ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
    SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

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 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 2004                              |  |             |       |  |     |   |       | 
|                                         |  |             |       |  |     |  
|First Quarter                            |  | $           | 25.37 |  |     | $ | 21.00 | 
|Second Quarter                           |  | $           | 26.95 |  |     | $ | 21.85 | 
|Third Quarter                            |  | $           | 25.91 |  |     | $ | 22.61 | 
|Fourth Quarter                           |  | $           | 28.10 |  |     | $ | 23.25 | 
|Fiscal 2005                              |  |             |       |  |     |   |       | 
|                                         |  |             |       |  |     |  
|First Quarter (through October 29, 2004) |  | $           | 27.58 |  |     | $ | 22.61 | 

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 29, 2004 was $24.21. As of
October 29, 2004, there were 3,222 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 29, 2004 there were 1,452
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 in fiscal 2005.

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 the Board of
Directors of Accenture Ltd 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.

29



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##### Table of Contents



Recent Sales of Unregistered Securities

None.

Information regarding securities authorized for issuance under
our equity compensation plans can be found on page 65 of
this Annual Report on Form 10-K at Equity
Compensation Plan Information.

Repurchases of Common Stock

The following table provides information relating to the
Companys purchase of common shares for the fourth quarter
of fiscal 2004. For further discussion of the Companys
share purchase activity, including the purchase and redemption
of Accenture SCA Class I common shares by the
Companys subsidiaries, see Managements
Discussion and Analysis of Financial Condition and Results of
OperationsLiquidity and Capital Resources.

|                                |                                   |                                                    |  |            |            |                     |                  |                    |                 |          |                   |           |  |  |   |         | 
|------------------------------- | --------------------------------- | -------------------------------------------------- |  | ---------- | ---------- | ------------------- | ---------------- | ------------------ | --------------- | -------- | ----------------- | --------- |  |  | - | ------- | 
|                                |                                   |                                                    |  |            |            |                     |                  | Approximate Dollar |                
|                                |                                   |                                                    |  |            |            |                     |                  | Value of Shares    |                
|                                |                                   |                                                    |  |            |            | Total Number of     |                  |                    | that May Yet Be |         
|                                |                                   |                                                    |  |            |            | Shares Purchased as |                  |                    | Purchased Under |         
|                                |                                   |                                                    |  | Average    |            |                     | Part of Publicly |                    |                 | Publicly |                  
|                                |                                   | Total Number of                                    |  |            | Price Paid |                     |                  | Announced Plans or |                 |          | Announced Plans   |          
|Period                          |                                   | Shares Purchased                                   |  |            | per Share  |                     |                  | Programs           |                 |          | or Programs(3)(4) |          
|                                |                                   |                                                    |  |            |            |                     |                  |                    |                 |          |                   |          
|                                |                                   |                                                   
|                                |                                   | (in thousands, except share and per share amounts) | 
|June 1, 2004 June 30,
    2004 |                                   |                                                    |  |            |            |                     |                  |                    |                 |          |                   |           |  |  |   |        
|                                | Class A common shares             |                                                    |  | 1,200,000  |            |                     | $                | 27.20              |                 |          |                   | 1,200,000 |  |  | $ | 198,569 | 
|                                | Class X common shares             |                                                    |  | 45,700,762 |            |                     | $                | 0.0000225          |                 |          |                   |          |  |  |   |         | 
|July 1, 2004 July 31,
    2004 |                                   |                                                    |  |            |            |                     |                  |                    |                 |          |                   |           |  |  |   |        
|                                | Class A common shares             |                                                    |  | 4,562,574  |            |                     | $                | 25.64              |                 |          |                   | 487,428   |  |  | $ | 186,006 | 
|                                | Class X common shares             |                                                    |  | 100,000    |            |                     | $                | 0.0000225          |                 |          |                   |          |  |  |   |         | 
|Aug. 1, 2004Aug. 31,
    2004  |                                   |                                                    |  |            |            |                     |                  |                    |                 |          |                   |           |  |  |   |        
|                                | Class A common shares             |                                                    |  | 748,709    |            |                     | $                | 25.71              |                 |          |                   | 206,685   |  |  | $ | 196,592 | 
|                                | Class X common shares             |                                                    |  | 3,742,492  |            |                     | $                | 0.0000225          |                 |          |                   |          |  |  |   |         | 
|Total                           |                                   |                                                    |  |            |            |                     |                  |                    |                 |          |                   |           |  |  |   |        
|                                | Class A common shares(1)(2)(3)(4) |                                                    |  | 6,511,283  |            |                     | $                | 25.94              |                 |          |                   | 1,894,113 |  |  |   |         | 
|                                | Class X common shares(5)          |                                                    |  | 49,543,254 |            |                     | $                | 0.0000225          |                 |          |                   |          |  |  |   |         | 



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | During the fourth quarter of fiscal 2004,
    Accenture purchased 4,075,146 Class A common shares in
    transactions unrelated to publicly announced plans or purchase
    programs. These unrelated transactions consist of the
    acquisition of Class A common shares from employees via
    share withholding for payroll tax obligations due from employees
    and former employees in connection with the delivery of
    Class A common shares under the Companys various
    employee equity share plans.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|(2) | During the fourth quarter of fiscal 2004, a
    subsidiary of Accenture Ltd purchased 542,024 Class A
    common shares in transactions unrelated to a publicly announced
    share purchase program. These shares were purchased in isolated
    transactions (in connection with particular arrangements with
    former partners that we determined to be important to the
    execution of our business).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(3) | Since April 2002, the Board of Directors of
    Accenture Ltd has authorized and periodically affirmed a
    publicly announced share purchase program, undertaken by the
    Accenture Share Employee Compensation Trust, its predecessor
    stock employee compensation trust and other affiliates of the
    Company for purposes of acquiring Accenture Ltd Class A
    common shares in open-market purchases. As of August 31,
    2004, an aggregate amount of $600 million has been
    authorized by the Board of Directors of Accenture Ltd for these
    open-market purchases. At August 31, 2004, $31 million
    of these previously authorized contributions were available for
    share repurchases. In addition, as of August 31, 2004 and
    in accordance with the prior direction from the Board of
    Directors of Accenture Ltd, $31 million of transaction fees
    paid by our partners, former partners and their permitted
    transferees participating in our Share Management Plan
    transactions have been made available for use toward open-market
    purchases of Accenture Ltd Class A common shares. Effective
    as of October 15, 2004, an additional $1 billion has
    been authorized by the Board of Directors of Accenture Ltd for
    use in open-market purchases of Accenture Ltd Class A
    common shares. Shares purchased in open-market purchases are
    used to provide for select Accenture employee benefits, such as
    equity awards to partners and employees. Shares are purchased in
    the open market from time to time, depending on market
    conditions. The purchase program does not have an expiration
    date.
|(4) | Since July 2002, the Board of Directors of
    Accenture Ltd has authorized funds for the 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. Initially
    $181 million was set aside for this purpose. Amounts
    reflected above include amounts expended to acquire Accenture
    Ltd Class A common shares awarded to employees pursuant to
    these restricted share units. As of August 31, 2004,
    approximately $135 million remained authorized for these
    purposes. These purchases are not made in the open market and
    this program does not have an expiration date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(5) | During the fourth quarter of fiscal 2004, the
    Company redeemed 49,543,254 Class X common shares in
    accordance with its bye-laws. Accenture Ltd Class X common
    shares are redeemable at their par value of $0.0000225 per share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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##### Table of Contents






ITEM 6.     SELECTED FINANCIAL
DATA

The data as of August 31, 2004 and 2003 and for the years
ended August 31, 2004, 2003 and 2002 are derived from the
audited consolidated financial statements and related notes
which are included elsewhere in this report. The data as of
August 31, 2002, 2001 and 2000 and for the years ended
August 31, 2001 and 2000 are derived from audited combined
and consolidated 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 consolidated financial statements and
related notes included elsewhere in this report.

|                                                           |                                                                   |                                                         |               |        |        |   |             |        |        |   |               |        |        |      |     |        |        |  |       |       |        | 
|---------------------------------------------------------- | ----------------------------------------------------------------- | ------------------------------------------------------- | ------------- | ------ | ------ | - | ----------- | ------ | ------ | - | ------------- | ------ | ------ | ---- | --- | ------ | ------ |  | ----- | ----- | ------ | 
|                                                           |                                                                   |                                                        
|                                                           |                                                                   | Year Ended August 31,                                   |              
|                                                           |                                                                   |                                                         |              
|                                                           |                                                                   | 2004                                                    |               |        | 2003   |   |             | 2002   |        |   | 2001          |        |        | 2000 |    
|                                                           |                                                                   |                                                         |               |        |        |   |             |        |        |   |               |        |        |      |    
|                                                           |                                                                   |                                                        
|                                                           |                                                                   | (in millions, except share and per share amounts)       |              
|Income Statement Data:                                     |                                                                   |                                                         |               |        |        |   |             |        |        |   |               |        |        |      |     |        |        |  |       |      
|Revenues:                                                  |                                                                   |                                                         |               |        |        |   |             |        |        |   |               |        |        |      |     |        |        |  |       |      
|                                                           | Revenues before reimbursements                                    |                                                         | $             | 13,673 |        |   | $           | 11,818 |        |   | $             | 11,574 |        |      | $   | 11,444 |        |  | $     | 9,752 |       
|                                                           | Reimbursements                                                    |                                                         |               | 1,440  |        |   |             | 1,579  |        |   |               | 1,531  |        |      |     | 1,618  |        |  |       | 1,579 |       
|                                                           |                                                                   |                                                         |               |        |        |   |             |        |        |   |               |        |        |      |    
|                                                           |                                                                   | Revenues                                                |               |        | 15,113 |   |             |        | 13,397 |   |               |        | 13,105 |      |     |        | 13,062 |  |       |       | 11,331 | 
|Operating expenses:                                        |                                                                   |                                                         |               |        |        |   |             |        |        |   |               |        |        |      |     |        |        |  |       |      
|                                                           | Cost of services*:                                                |                                                         |               |        |        |   |             |        |        |   |               |        |        |      |     |        |        |  |       |       |       
|                                                           |                                                                   | Cost of services before reimbursable expenses*          |               |        | 9,057  |   |             |        | 7,508  |   |               |        | 6,897  |      |     |        | 6,199  |  |       |       | 5,486  | 
|                                                           |                                                                   | Reimbursable expenses                                   |               |        | 1,440  |   |             |        | 1,579  |   |               |        | 1,531  |      |     |        | 1,618  |  |       |       | 1,579  | 
|                                                           |                                                                   |                                                         |               |        |        |   |             |        |        |   |               |        |        |      |    
|                                                           |                                                                   | Cost of services*                                       |               |        | 10,497 |   |             |        | 9,087  |   |               |        | 8,428  |      |     |        | 7,817  |  |       |       | 7,065  | 
|                                                           | Sales and marketing*                                              |                                                         |               | 1,488  |        |   |             | 1,459  |        |   |               | 1,566  |        |      |     | 1,217  |        |  |       | 883   |       
|                                                           | General and administrative costs*                                 |                                                         |               | 1,340  |        |   |             | 1,319  |        |   |               | 1,616  |        |      |     | 1,516  |        |  |       | 1,296 |       
|                                                           | Restructuring, reorganization and rebranding
    costs (benefits) |                                                         |               | 29     |        |   |             | (19    | )      |   |               | 111    |        |      |     | 849    |        |  |       |      |       
|                                                           | Restricted share unit-based compensation                          |                                                         |               |       |        |   |             |       |        |   |               |       |        |      |     | 967    |        |  |       |      |       
|                                                           |                                                                   |                                                         |               |        |        |   |             |        |        |   |               |        |        |      |    
|                                                           |                                                                   | Total operating expenses*                               |               |        | 13,355 |   |             |        | 11,846 |   |               |        | 11,720 |      |     |        | 12,366 |  |       |       | 9,245  | 
|                                                           |                                                                   |                                                         |               |        |        |   |             |        |        |   |               |        |        |      |    
|Operating income*                                          |                                                                   |                                                         | 1,759         |        |        |   | 1,551       |        |        |   | 1,385         |        |        |      | 696 |        |        |  | 2,086 |      
|Gain (loss) on investments, net                            |                                                                   |                                                         | 3             |        |        |   | 10          |        |        |   | (321          | )      |        |      | 107 |        |        |  | 573   |      
|Interest income                                            |                                                                   |                                                         | 60            |        |        |   | 41          |        |        |   | 46            |        |        |      | 80  |        |        |  | 67    |      
|Interest expense                                           |                                                                   |                                                         | (22           | )      |        |   | (21         | )      |        |   | (49           | )      |        |      | (43 | )      |        |  | (24   | )    
|Other income                                               |                                                                   |                                                         |              |        |        |   | 32          |        |        |   | 15            |        |        |      | 17  |        |        |  | 51    |      
|Equity in losses of affiliates                             |                                                                   |                                                         | (2            | )      |        |   |            |        |        |   | (9            | )      |        |      | (61 | )      |        |  | (47   | )    
|                                                           |                                                                   |                                                         |               |        |        |   |             |        |        |   |               |        |        |      |    
|Income before income taxes*                                |                                                                   |                                                         | 1,799         |        |        |   | 1,613       |        |        |   | 1,068         |        |        |      | 795 |        |        |  | 2,707 |      
|Provision for income taxes(1)                              |                                                                   |                                                         | 576           |        |        |   | 566         |        |        |   | 491           |        |        |      | 503 |        |        |  | 243   |      
|                                                           |                                                                   |                                                         |               |        |        |   |             |        |        |   |               |        |        |      |    
|Income before minority interest and accounting
    change* |                                                                   |                                                         | 1,223         |        |        |   | 1,047       |        |        |   | 576           |        |        |      | 292 |        |        |  | 2,464 |      
|Minority interest                                          |                                                                   |                                                         | (532          | )      |        |   | (549        | )      |        |   | (332          | )      |        |      | 577 |        |        |  |      |      
|                                                           |                                                                   |                                                         |               |        |        |   |             |        |        |   |               |        |        |      |    
|Income before accounting change*                           |                                                                   |                                                         | 691           |        |        |   | 498         |        |        |   | 245           |        |        |      | 869 |        |        |  | 2,464 |      
|Cumulative effect of accounting change                     |                                                                   |                                                         |              |        |        |   |            |        |        |   |              |        |        |      | 188 |        |        |  |      |      
|                                                           |                                                                   |                                                         |               |        |        |   |             |        |        |   |               |        |        |      |    
|                                                           |                                                                   | Partnership income before partner
    distributions*(2) |               |        |        |   |             |        |        |   |               |        |        |      |     |        |        |  |       | $     | 2,464  | 
|                                                           |                                                                   |                                                         |               |        |        |   |             |        |        |   |               |        |        |      |    
|                                                           |                                                                   | Net income*                                             |               | $      | 691    |   |             | $      | 498    |   |               | $      | 245    |      |     | $      | 1,057  |  |       |       |        | 
|                                                           |                                                                   |                                                         |               |        |        |   |             |        |        |   |               |        |        |      |    
|Weighted Average Class A Common
    Shares:                |                                                                   |                                                         |               |        |        |   |             |        |        |   |               |        |        |      |     |        |        |  |       |      
|Basic                                                      |                                                                   |                                                         | 553,298,104   |        |        |   | 468,592,110 |        |        |   | 425,941,809   |        |        |      |    |        |        |  |      |      
|Diluted                                                    |                                                                   |                                                         | 1,002,813,443 |        |        |   | 996,754,596 |        |        |   | 1,023,789,546 |        |        |      |    |        |        |  |      |      
|Earnings Per Class A Common
    Share:                     |                                                                   |                                                         |               |        |        |   |             |        |        |   |               |        |        |      |     |        |        |  |       |      
|Basic                                                      |                                                                   | $                                                       | 1.25          |        |        | $ | 1.06        |        |        | $ | 0.57          |        |        |      |    |        |        |  |      |      
|Diluted                                                    |                                                                   | $                                                       | 1.22          |        |        | $ | 1.05        |        |        | $ | 0.56          |        |        |      |    |        |        |  |      |      

|                                       |  |                  |       |  |      |   |       |      |  |   |       |  |  |      |       |  |  |   |       | 
|-------------------------------------- |  | ---------------- | ----- |  | ---- | - | ----- | ---- |  | - | ----- |  |  | ---- | ----- |  |  | - | ----- | 
|                                       |  |                 
|                                       |  | As of August 31, |      
|                                       |  |                  |      
|                                       |  | 2004             |       |  | 2003 |   |       | 2002 |  |   | 2001  |  |  | 2000 |      
|                                       |  |                  |       |  |      |   |       |      |  |   |       |  |  |      |      
|                                       |  |                 
|                                       |  | (in millions)    |      
|Balance Sheet Data:                    |  |                  |       |  |      |   |       |      |  |   |       |  |  |      |       |  |  |   |       | 
|Cash and cash equivalents              |  | $                | 2,553 |  |      | $ | 2,332 |      |  | $ | 1,317 |  |  | $    | 1,880 |  |  | $ | 1,271 | 
|Working capital                        |  |                  | 1,683 |  |      |   | 1,729 |      |  |   | 723   |  |  |      | 401   |  |  |   | 1,015 | 
|Total assets                           |  |                  | 7,988 |  |      |   | 6,459 |      |  |   | 5,479 |  |  |      | 6,061 |  |  |   | 5,451 | 
|Long-term debt, net of current portion |  |                  | 2     |  |      |   | 14    |      |  |   | 3     |  |  |      | 1     |  |  |   | 99    | 
|Total partners capital                |  |                  |      |  |      |   |      |      |  |   |      |  |  |      |      |  |  |   | 2,368 | 
|Shareholders equity                   |  |                  | 1,472 |  |      |   | 832   |      |  |   | 475   |  |  |      | 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.

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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 2004 or fiscal year 2004 means
the 12-month period that ended on August 31, 2004. All
references to quarters, unless otherwise noted, refer to the
quarters of our fiscal year.

Overview

Revenues are driven by the ability of our partners and other
senior executives 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 deliver market-leading service
offerings and to deploy skilled teams of professionals quickly
and on a global basis.

Our results of operations are also affected by the economic
conditions, levels of business activity and rates of change in
the industries we serve. 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 market and technological changes early in
their cycles is a key driver of our performance. While there
continue to be no indications of a significant new wave of
technology to stimulate spending, the strengthening economic
recovery is beginning to affect the patterns of technology
investment of many companies. As a result, growth-oriented
business initiatives are again competing with cost-cutting
strategies. Revenue growth rates across our segments may be
subject to more variability from quarter to quarter during
fiscal 2005 as the economic recovery continues to take hold at
different rates in different industrial and geographic markets.

Revenues before reimbursements for fiscal 2004 were
$13.67 billion, compared with $11.82 billion for
fiscal 2003, an increase of 16% in U.S. dollars and 9% in local
currency. Revenues before reimbursements for the fourth quarter
of fiscal 2004 were $3.42 billion, compared with
$3.02 billion for the fourth quarter of fiscal 2003, an
increase of 13% in U.S. dollars and 10% in local currency.

We continue to achieve an increasing percentage of our revenues
and growth through business transformation outsourcing, our
approach that combines outsourcing with our other capabilities
to help clients transform and outsource key processes,
applications and infrastructure to improve business performance.
Outsourcing revenues before reimbursements for fiscal 2004 were
$5.08 billion, representing an increase of 35% in U.S.
dollars and 28% in local currency terms over fiscal 2003.
Outsourcing revenues before reimbursements for the fourth
quarter of fiscal 2004 were $1.28 billion, representing an
increase of 17% in U.S. dollars and 13% in local currency terms,
compared with the fourth quarter of fiscal 2003. Outsourcing
contracts typically have longer terms than consulting contracts
and generally have lower gross margins than consulting
contracts, particularly in the first year. While outsourcing
will continue to deliver solid growth to our business, it is
likely to grow overall at a slower rate than it did in fiscal
2004.

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Companies remain cautious about increasing their use of
consulting services. However, we are beginning to see an upturn
in demand for our consulting services, as profit margins begin
to recover and companies return to focusing on improving
business performance. For fiscal 2004, consulting revenues
before reimbursements were $8.59 billion, representing an
increase of 7% in U.S. dollars while remaining flat in local
currency terms, compared to fiscal 2003. For the fourth quarter
of fiscal 2004, consulting revenues before reimbursements were
$2.14 billion, representing an increase of 12% in U.S.
dollars and 8% in local currency terms over the fourth quarter
of fiscal 2003.

We continue to experience ongoing pricing pressures from
competitors as well as from clients facing pressure to control
costs. The pace of consolidation and of vertical integration
among our competitors continues to increase and to affect our
revenues and operating margins. In addition, the growing use of
off-shore resources to provide lower-cost service delivery
capabilities within our industry continues to be a source of
pressure on our revenues and operating margins. While we have
recently experienced increases in demand for our services and
while margins in our consulting business have recently
stabilized, it is too early to tell if these developments will
translate into sustainable improvements in our pricing or
margins over the long term.

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,
operating expenses and operating income. If the U.S. dollar
strengthens against other currencies, the resulting unfavorable
currency translation could lower reported U.S. dollar revenues,
operating expenses and operating income and result in U.S.
dollar revenue growth lower than growth in local currency terms.
We do not expect favorable currency translations to continue to
contribute to U.S. dollar growth rates comparable to those
experienced in fiscal 2004.

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.

Operating expenses include restructuring costs and
reorganization benefits. Restructuring costs include costs
incurred related to global consolidation of office space.
Reorganization benefits result from final determinations of
certain reorganization liabilities established in connection
with Accentures transition to a corporate structure in
2001.

Gross margins (revenues less cost of services) for the three
months and year ended August 31, 2004 were 32.4% and 33.8%,
respectively, of revenues before reimbursements, compared with
34.4% and 36.5%, respectively, for the same periods in fiscal
2003. These decreases resulted primarily from the continuing
shift in our mix of business toward outsourcing and increased
variable compensation expense and were partly offset by lower
severance costs and higher consulting margins.

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Our cost-management strategy continues to be 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
compensation and severance costs. We continue to take actions to
create a more variable cost structure. While our chargeability
levels are at or near all-time highs, we continue to have
supply-and-demand and skill-level imbalances in certain industry
segments and/or countries.

We continue to take actions to balance our mix of skills and
resources to meet current and projected future demand in each of
our markets and will use our global sourcing approach, which
includes our network of delivery centers and other capabilities
around the world, as part of our cost-effective delivery model.
Our headcount increased from approximately 83,000 employees
worldwide at August 31, 2003 to more than 100,000 employees
as of August 31, 2004. Our ability to grow our business
could be adversely affected if we do not effectively assimilate
these new employees into our workforces. We also continue to
experience an above-average attrition rate as global economic
conditions continue to improve and the demand for talent in
certain markets increases. As a result of the substantial
numbers of new hires in our workforces, our hiring and training
costs may increase. Because our talent market is increasingly
competitive, we will need to respond accordingly during the
course of the year. In fiscal 2005, we will continue to adjust
compensation in order to attract and retain appropriate numbers
of employees with the skills necessary to expand our business.
These additional costs and compensation adjustments could
adversely affect our operating margins.

As a result of our ongoing cost-management initiatives and the
continued shift in our mix of business toward outsourcing, sales
and marketing and general and administrative costs decreased as
a percentage of revenues before reimbursements to 21% for both
the three months and year ended August 31, 2004,
respectively, from 23% for the three months and year ended
August 31, 2003. Operating income as a percentage of
revenues before reimbursements decreased to 11% for the three
months ended August 31, 2004 from 12% for the three months
ended August 31, 2003, primarily related to the decline in
gross margins as described above. Operating income as a
percentage of revenues before reimbursements remained flat at
13% in both fiscal years 2004 and 2003.



| |                     
| | --------------------
| | Bookings and Backlog

New contract bookings for the three months ended August 31,
2004 were $4,024 million, an increase of $269 million,
or 7%, from new bookings of $3,755 million for the three months
ended August 31, 2003, with consulting bookings increasing
11%, to $2,262 million, and outsourcing bookings increasing
2%, to $1,762 million. For the year ended August 31,
2004, bookings were $20,116 million, an increase of 25% over the
year ended August 31, 2003, with consulting bookings
increasing 11% and outsourcing bookings increasing 39%. We
provide information regarding our bookings because we believe
doing so provides useful trend information regarding changes in
the volume of our new business over time. However, the timing of
large bookings can significantly affect the level of bookings in
a particular quarter. Information regarding our new bookings is
not comparable to, nor should it be substituted for, an analysis
of our revenues over time.

The majority of our contracts are terminable by the client on
short notice or without notice. Accordingly, we do not believe
it is appropriate to characterize bookings attributable to these
contracts as backlog. Normally, if a client terminates a
project, the client remains obligated to pay for commitments we
have made to third parties in connection with the project,
services performed and reimbursable expenses incurred by us
through the date of termination.

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| |                                           
| | ------------------------------------------
| | 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 experience. Because the use of estimates is
inherent in the financial reporting process, actual results
could differ from those estimates. Certain of our accounting
policies require higher degrees of judgment than others in their
application. These include certain aspects of accounting for
revenue recognition, income taxes, variable compensation and
defined benefit pension plans.



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

Our 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. We have 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 when
acceptance, where applicable, and delivery of agreed benefits
have occurred in accordance with SEC Staff Accounting Bulletin
(SAB) No. 101, Revenue Recognition in
Financial Statements, as amended by SAB No. 104,
Revenue Recognition.

We recognize revenues from technology integration consulting
contracts using the percentage-of-completion method pursuant to
the 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 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
consolidated 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
countries. 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.

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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
have value on a stand-alone basis, fair value of the separate
elements exists and, in arrangements that include a general
right of refund relative to the delivered element, performance
of the undelivered element is considered probable and
substantially in our control. While determining fair value and
identifying separate elements requires judgment, generally fair
value and the separate elements are readily identifiable as we
also sell those elements unaccompanied by other elements.
Effective September 1, 2003, we adopted Emerging Issues
Task Force Issue 00-21, Accounting for Revenue
Arrangements with Multiple Deliverables. As such, for
contracts signed after August 31, 2003, revenues are
allocated to each element based on the lesser of fair value or
the amount that is not contingent on future delivery of another
element. If the amount of non-contingent revenues allocated to a
delivered element is less than the costs to deliver such
services, then such costs are deferred and recognized in future
periods when the revenues become non-contingent.

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, since 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
is included in cost of services.



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

Determining the consolidated provision for income tax expense,
income tax liabilities and deferred tax assets and liabilities
involves judgment. As a global company, we calculate and provide
for income taxes in each of the tax jurisdictions in which 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
income before taxes can affect the overall effective tax rate.

We apply an estimated annual effective tax rate to our quarterly
operating results to determine the provision for income tax
expense. In the event there is a significant unusual or
infrequent item recognized in our quarterly operating results,
the tax attributable to that item is recorded in the interim
period in which it occurs. Our effective tax rate for the year
ended August 31, 2004 was 32.0%, compared with 35.1% for
the year ended August 31, 2003. This decrease resulted
primarily from a reduction in valuation allowances, changes in
our geographic mix of income and the tax effect of a reduction
in reorganization liabilities.

No taxes have been provided on undistributed foreign earnings
that are planned to be indefinitely reinvested. If future
events, including material changes in estimates of cash, working
capital and long term investment requirements necessitate that
these earnings be distributed, an additional provision for
withholding taxes may apply, which could materially affect our
future effective tax rate.

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As a matter of course, the Company is regularly audited by
various taxing authorities, and sometimes these audits result in
proposed assessments where the ultimate resolution may result in
the Company owing additional taxes. We establish reserves when,
despite our belief that our tax return positions are appropriate
and supportable under local tax law, we believe certain
positions are likely to be challenged and we may not succeed in
realizing the tax benefit. We evaluate these reserves each
quarter and adjust the reserves and the related interest in
light of changing facts and circumstances regarding the
probability of realizing tax benefits, such as the progress of a
tax audit or the expiration of a statute of limitations. The
Company believes its tax positions comply with applicable tax
law and that it has adequately provided for any known tax
contingencies.



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

We record compensation expense for payments to be made in later
fiscal periods to our partners and other employees under the
variable compensation portions of our overall compensation
programs. In fiscal 2004, we increased the variable component of
target compensation for larger portions of our global workforce.
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
operational 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 at August 31, 2004
for variable compensation was $280 million, of which we
expect to pay approximately $215 million in the first
quarter of fiscal 2005, with the remainder payable in subsequent
quarters, provided performance targets are met. The following
table shows quarterly variable compensation expense (benefit):

|                            |  |               |     |   |      |   |    |      |  |   |      |  
|--------------------------- |  | ------------- | --- | - | ---- | - | -- | ---- |  | - | ---- | -
|                            |  |              
|                            |  | Fiscal Year   |    
|                            |  |               |    
|                            |  | 2004          |     |   | 2003 |   |    | 2002 | 
|                            |  |               |     |   |      |   |    |      | 
|                            |  |              
|                            |  | (in millions) |    
|First fiscal quarter        |  | $             | (4  | ) |      | $ | 17 |      |  | $ | 86   |  
|Second fiscal quarter       |  |               | 64  |   |      |   | (6 | )    |  |   | 151  |  
|Third fiscal quarter        |  |               | 92  |   |      |   |   |      |  |   | 8    |  
|Fourth fiscal quarter       |  |               | 125 |   |      |   |   |      |  |   | (140 | )
|                            |  |               |     |   |      |   |    |      | 
|Total variable compensation |  | $             | 277 |   |      | $ | 11 |      |  | $ | 105  |  
|                            |  |               |     |   |      |   |    |      | 



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

Our U.S. pension plans include plans covering certain U.S.
employees and former employees as well as a frozen plan related
to basic retirement benefits for former pre-incorporation
partners. The employee plans have a June 30 measurement
date, and at August 31, 2004 had a projected benefit
obligation of $566 million and assets of $596 million,
after taking into account $230 million in contributions
made in fiscal 2004. In fiscal 2005, no contribution will be
required for the U.S. employee pension plans. We have not
determined whether we will make additional voluntary
contributions for U.S. employee pension plans in fiscal 2005.
The frozen plan for former partners is unfunded and has a
projected benefit obligation of $126 million. Non-U.S.
pension plan obligations

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Pension expense was $122 million and $72 million for
fiscal years 2004 and 2003, respectively. For fiscal 2005,
pension expense is estimated to be approximately
$113 million. The fiscal 2005 pension expense estimate
incorporates the 2005 assumptions and the impact of the
increased pension plan assets resulting from our discretionary
contributions of $230 million in fiscal 2004.

Key assumptions used to determine annual pension expense for
fiscal years 2005, 2004 and 2003 are as follows:

|                                        |  |                  |       |          |       |  |       |            |          |  |       |  |  |            |       |  |       |  |       |  |  |  |       | 
|--------------------------------------- |  | ---------------- | ----- | -------- | ----- |  | ----- | ---------- | -------- |  | ----- |  |  | ---------- | ----- |  | ----- |  | ----- |  |  |  | ----- | 
|                                        |  |                 
|                                        |  | Pension Benefits |      
|                                        |  |                  |      
|                                        |  |                  |       |          |       | 
|                                        |  | 2005             |       |          | 2004  |  |       | 2003       |         
|                                        |  |                  |       |          |       |  |       |            |         
|                                        |  |                  |       | Non-U.S. |       |  |       |            | Non-U.S. |  |       |  |  | Non-U.S.   |      
|                                        |  | U.S. Plans       |       |          | Plans |  |       | U.S. Plans |          |  | Plans |  |  | U.S. Plans |       |  | Plans | 
|                                        |  |                  |       |          |       |  |       |            |          |  |       |  |  |            |       |  |       | 
|Discount rate                           |  |                  | 6.25% |          |       |  | 4.93% |            |          |  | 6.00% |  |  |            | 4.85% |  |       |  | 7.25% |  |  |  | 4.92% | 
|Expected rate of return on plan assets  |  |                  | 7.50% |          |       |  | 5.19% |            |          |  | 8.00% |  |  |            | 5.66% |  |       |  | 8.50% |  |  |  | 5.35% | 
|Rate of increase in future compensation |  |                  | 4.50% |          |       |  | 3.16% |            |          |  | 4.50% |  |  |            | 3.10% |  |       |  | 5.70% |  |  |  | 3.81% | 

A 25 basis point increase in the discount rate would
decrease our annual pension expense by $11 million. A
25 basis point decrease in the discount rate would increase
our annual pension expense by $12 million.

A 25 basis point increase in our return on plan assets
would decrease our annual pension expense by $2 million. A
25 basis point decrease in our return on plan assets would
increase our annual pension expense by $2 million.

Our assumptions reflect our historical experience and
managements best judgment regarding future expectations.
The assumptions, assets and liabilities used to measure our
annual pension expense are determined as of June 30 for the
majority of our U.S. benefit plans and as of August 31
for the majority of our non-U.S. benefit plans. Since pension
and postretirement liabilities are measured on a discounted
basis, the discount rate is a significant assumption. It is
based on interest rates for high-quality, long-term corporate
debt at each measurement date. Our estimated U.S. pension
expense for fiscal 2005 reflects a 25 basis point increase
in our discount rate from 6.00% to 6.25%. This change in
discount rate will decrease U.S. pension expense in fiscal
2005 by approximately $7 million. To develop the expected
long-term rate of return on assets assumption, we considered the
historical returns and the future expectations for returns for
each asset class, as well as the target asset allocation of the
asset portfolio. This resulted in the selection of the 7.50%
long-term rate of return on assets assumption for our U.S. plans
for fiscal 2005 and represents a 50 basis point reduction in the
expected rate of return on plan assets from the 8.00% used in
fiscal 2004. Our estimated non-U.S. pension expense incorporates
a 47 basis point reduction in the weighted average expected
return on plan assets from 5.66% to 5.19%. The decrease in the
expected rate of return on plan assets will increase
consolidated pension expense in fiscal 2005 by approximately
$4 million. The impacts of these types of changes on the
pension plans in other countries will vary depending upon the
status of each respective plan.

Statement of Financial Accounting Standard No. 87,
Employers Accounting for Pensions, requires
recognition of a minimum pension liability if the fair value of
pension assets is less than the accumulated benefit obligation.
At August 31, 2004, Shareholders equity included a
charge of $92 million, representing a minimum pension
liability of $153 million, net of a tax benefit of
$61 million. 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.

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Revenues by Segment/ Operating Group

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 these are a better indicator of operating
group performance than revenues. From time to time, our
operating groups work together to sell and implement certain
engagements. The resulting revenues and costs from these
engagements may be apportioned among the participating operating
groups. Generally, operating expenses for each operating group
have similar characteristics and are subject to the same
factors, pressures and challenges. However, the economic
environment and its effects on the industries served by our
operating segments affect revenues and operating expenses within
our operating segments to differing degrees. Decisions relating
to staffing levels are not made 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 results caused by this shift.
Local currency fluctuations also tend to affect our operating
groups differently, depending on the geographic concentrations
and locations of their businesses.

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The following tables provide revenues for each of our operating
groups, geographic regions and types of work for the fourth
quarter of fiscal years 2004 and 2003, and for fiscal years 2004
and 2003:

|                      |                |                            |                |                |            |         |       |            |       |       |                  |    |     |                |     |    |     |    |   |     |    |     |   | 
|--------------------- | -------------- | -------------------------- | -------------- | -------------- | ---------- | ------- | ----- | ---------- | ----- | ----- | ---------------- | -- | --- | -------------- | --- | -- | --- | -- | - | --- | -- | --- | - | 
|                      |                |                            |                |                |            | Percent |       |            |      
|                      |                | Three Months               |                |                | Percent    |         |       | Increase/  |       |       | Percent of Total |   
|                      |                | Ended August 31,           |                |                | Increase/  |         |       | (Decrease) |       |       | 2004 Revenues    |   
|                      |                |                            |                |                | (Decrease) |         |       | Local      |       |       | Before           |   
|                      |                | 2004                       |                |                | 2003       |         |       | US$        |       |       | Currency         |    |     | Reimbursements |    
|                      |                |                            |                |                |            |         |       |            |       |       |                  |    |     |                |    
|                      |                |                            |                |                |            |         |       |           
|                      |                | (in millions)              |                |                |            |         |       |            |      
|OPERATING GROUPS      |                |                            |                |                |            |         |       |            |       |       |                  |    |     |                |     |    |     |    |   |    
|                      |                | Communications & High Tech |                | $              | 913        |         |       | $          | 849   |       |                  |    | 8   | %              |     |    | 5   | %  |   |     | 27 | %  
|                      |                | Financial Services         |                |                | 725        |         |       |            | 578   |       |                  |    | 25  | %              |     |    | 21  | %  |   |     | 21 | %  
|                      |                | Government                 |                |                | 501        |         |       |            | 442   |       |                  |    | 13  | %              |     |    | 10  | %  |   |     | 15 | %  
|                      |                | Products                   |                |                | 751        |         |       |            | 642   |       |                  |    | 17  | %              |     |    | 13  | %  |   |     | 22 | %  
|                      |                | Resources                  |                |                | 531        |         |       |            | 504   |       |                  |    | 5   | %              |     |    | 2   | %  |   |     | 15 | %  
|                      |                | Other                      |                |                | 2          |         |       |            | 2     |       |                  |    | n/m |                |     |    | n/m |    |   |     | 0  | %  
|                      |                |                            |                |                |            |         |       |            |       |       |                  |    |     |                |    
|TOTAL Revenues Before |                |                            |                |                |            |         |       |            |       |       |                  |    |     |                |     |    |     |    |   |    
|                      | Reimbursements |                            |                | 3,423          |            |         |       | 3,017      |       |       |                  | 13 | %   |                |     | 10 | %   |    |   | 100 | % 
|                      |                |                            |                |                |            |         |       |            |       |       |                  |    |     |                |    
|                      |                |                            |                | Reimbursements |            |         | 383   |            |       |       | 445              |    |     |                | (14 | )% |     |    |   |     |    |     |   | 
|                      |                |                            |                |                |            |         |       |            |       |       |                  |    |     |                |    
|                      |                |                            |                | TOTAL REVENUES |            | $       | 3,806 |            |       | $     | 3,462            |    |     |                | 10  | %  |     |    |   |     |    |     |   | 
|                      |                |                            |                |                |            |         |       |            |       |       |                  |    |     |                |    
|GEOGRAPHY             |                |                            |                |                |            |         |       |            |       |       |                  |    |     |                |     |    |     |    |   |    
|                      |                | Americas                   |                | $              | 1,503      |         |       | $          | 1,485 |       |                  |    | 1   | %              |     |    | 1   | %  |   |     | 44 | %  
|                      |                | EMEA(1)                    |                |                | 1,662      |         |       |            | 1,331 |       |                  |    | 25  | %              |     |    | 17  | %  |   |     | 48 | %  
|                      |                | Asia Pacific               |                |                | 258        |         |       |            | 201   |       |                  |    | 28  | %              |     |    | 22  | %  |   |     | 8  | %  
|                      |                |                            |                |                |            |         |       |            |       |       |                  |    |     |                |    
|                      |                | TOTAL Revenues Before      |                |                |            |         |       |            |       |       |                  |    |     |                |     |    |     |    |   |     |    |    
|                      |                |                            | Reimbursements |                |            | 3,423   |       |            |       | 3,017 |                  |    |     | 13             | %   |    |     | 10 | % |     |    | 100 | %
|                      |                |                            |                |                |            |         |       |            |       |       |                  |    |     |                |    
|                      |                |                            |                | Reimbursements |            |         | 383   |            |       |       | 445              |    |     |                | (14 | )% |     |    |   |     |    |     |   | 
|                      |                |                            |                |                |            |         |       |            |       |       |                  |    |     |                |    
|                      |                |                            |                | TOTAL REVENUES |            | $       | 3,806 |            |       | $     | 3,462            |    |     |                | 10  | %  |     |    |   |     |    |     |   | 
|                      |                |                            |                |                |            |         |       |            |       |       |                  |    |     |                |    
|TYPE OF WORK          |                |                            |                |                |            |         |       |            |       |       |                  |    |     |                |     |    |     |    |   |    
|                      |                | Consulting(2)              |                | $              | 2,141      |         |       | $          | 1,919 |       |                  |    | 12  | %              |     |    | 8   | %  |   |     | 63 | %  
|                      |                | Outsourcing(2)             |                |                | 1,282      |         |       |            | 1,098 |       |                  |    | 17  | %              |     |    | 13  | %  |   |     | 37 | %  
|                      |                |                            |                |                |            |         |       |            |       |       |                  |    |     |                |    
|                      |                | TOTAL Revenues Before      |                |                |            |         |       |            |       |       |                  |    |     |                |     |    |     |    |   |     |    |    
|                      |                |                            | Reimbursements |                |            | 3,423   |       |            |       | 3,017 |                  |    |     | 13             | %   |    |     |    |   |     |    | 100 | %
|                      |                |                            |                |                |            |         |       |            |       |       |                  |    |     |                |    
|                      |                |                            |                | Reimbursements |            |         | 383   |            |       |       | 445              |    |     |                | (14 | )% |     |    |   |     |    |     |   | 
|                      |                |                            |                |                |            |         |       |            |       |       |                  |    |     |                |    
|                      |                |                            |                | TOTAL REVENUES |            | $       | 3,806 |            |       | $     | 3,462            |    |     |                | 10  | %  |     |    |   |     |    |     |   | 
|                      |                |                            |                |                |            |         |       |            |       |       |                  |    |     |                |    

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|                                     |                                      |                   |        |        |            |         |        |            |                  |  |          |     |    |                |   |     |   |  |     |     |   | 
|------------------------------------ | ------------------------------------ | ----------------- | ------ | ------ | ---------- | ------- | ------ | ---------- | ---------------- |  | -------- | --- | -- | -------------- | - | --- | - |  | --- | --- | - | 
|                                     |                                      |                   |        |        |            | Percent |        |            | Percent of Total | 
|                                     |                                      | Year Ended August |        |        | Percent    |         |        | Increase/  |                  |  | 2004 Net |    
|                                     |                                      | 31,               |        |        | Increase/  |         |        | (Decrease) |                  |  | Revenues |    
|                                     |                                      |                   |        |        | (Decrease) |         |        | Local      |                  |  | Before   |    
|                                     |                                      | 2004              |        |        | 2003       |         |        | US$        |                  |  | Currency |     |    | Reimbursements |  
|                                     |                                      |                   |        |        |            |         |        |            |                  |  |          |     |    |                |  
|                                     |                                      |                   |        |        |            |         |        |           
|                                     |                                      | (in millions)     |        |        |            |         |        |            |                 
|OPERATING GROUPS                     |                                      |                   |        |        |            |         |        |            |                  |  |          |     |    |                |   |     |   |  |     |    
|                                     | Communications & High Tech           |                   | $      | 3,741  |            |         | $      | 3,290      |                  |  |          | 14  | %  |                |   | 8   | % |  |     | 27  | %
|                                     | Financial Services                   |                   |        | 2,771  |            |         |        | 2,355      |                  |  |          | 18  | %  |                |   | 9   | % |  |     | 20  | %
|                                     | Government                           |                   |        | 1,995  |            |         |        | 1,582      |                  |  |          | 26  | %  |                |   | 20  | % |  |     | 15  | %
|                                     | Products                             |                   |        | 2,979  |            |         |        | 2,613      |                  |  |          | 14  | %  |                |   | 7   | % |  |     | 22  | %
|                                     | Resources                            |                   |        | 2,178  |            |         |        | 1,966      |                  |  |          | 11  | %  |                |   | 3   | % |  |     | 16  | %
|                                     | Other                                |                   |        | 9      |            |         |        | 12         |                  |  |          | n/m |    |                |   | n/m |   |  |     | 0   | %
|                                     |                                      |                   |        |        |            |         |        |            |                  |  |          |     |    |                |  
|TOTAL Revenues Before Reimbursements |                                      |                   | 13,673 |        |            |         | 11,818 |            |                  |  | 16       | %   |    |                | 9 | %   |   |  | 100 | %  
|                                     |                                      |                   |        |        |            |         |        |            |                  |  |          |     |    |                |  
|                                     |                                      | Reimbursements    |        |        | 1,440      |         |        |            | 1,579            |  |          |     | (9 | )%             |   |     |   |  |     |     |   | 
|                                     |                                      |                   |        |        |            |         |        |            |                  |  |          |     |    |                |  
|                                     |                                      | TOTAL REVENUES    |        | $      | 15,113     |         |        | $          | 13,397           |  |          |     | 13 | %              |   |     |   |  |     |     |   | 
|                                     |                                      |                   |        |        |            |         |        |            |                  |  |          |     |    |                |  
|GEOGRAPHY                            |                                      |                   |        |        |            |         |        |            |                  |  |          |     |    |                |   |     |   |  |     |    
|                                     | Americas                             |                   | $      | 6,133  |            |         | $      | 5,671      |                  |  |          | 8   | %  |                |   | 7   | % |  |     | 45  | %
|                                     | EMEA(1)                              |                   |        | 6,572  |            |         |        | 5,353      |                  |  |          | 23  | %  |                |   | 10  | % |  |     | 48  | %
|                                     | Asia Pacific                         |                   |        | 968    |            |         |        | 794        |                  |  |          | 22  | %  |                |   | 12  | % |  |     | 7   | %
|                                     |                                      |                   |        |        |            |         |        |            |                  |  |          |     |    |                |  
|                                     | TOTAL Revenues Before Reimbursements |                   |        | 13,673 |            |         |        | 11,818     |                  |  |          | 16  | %  |                |   | 9   | % |  |     | 100 | %
|                                     |                                      |                   |        |        |            |         |        |            |                  |  |          |     |    |                |  
|                                     |                                      | Reimbursements    |        |        | 1,440      |         |        |            | 1,579            |  |          |     | (9 | )%             |   |     |   |  |     |     |   | 
|                                     |                                      |                   |        |        |            |         |        |            |                  |  |          |     |    |                |  
|                                     |                                      | TOTAL REVENUES    |        | $      | 15,113     |         |        | $          | 13,397           |  |          |     | 13 | %              |   |     |   |  |     |     |   | 
|                                     |                                      |                   |        |        |            |         |        |            |                  |  |          |     |    |                |  
|TYPE OF WORK                         |                                      |                   |        |        |            |         |        |            |                  |  |          |     |    |                |   |     |   |  |     |    
|                                     | Consulting(2)                        |                   | $      | 8,589  |            |         | $      | 8,048      |                  |  |          | 7   | %  |                |   | 0   | % |  |     | 63  | %
|                                     | Outsourcing(2)                       |                   |        | 5,084  |            |         |        | 3,770      |                  |  |          | 35  | %  |                |   | 28  | % |  |     | 37  | %
|                                     |                                      |                   |        |        |            |         |        |            |                  |  |          |     |    |                |  
|                                     | TOTAL Revenues Before Reimbursements |                   |        | 13,673 |            |         |        | 11,818     |                  |  |          | 16  | %  |                |   |     |   |  |     | 100 | %
|                                     |                                      |                   |        |        |            |         |        |            |                  |  |          |     |    |                |  
|                                     |                                      | Reimbursements    |        |        | 1,440      |         |        |            | 1,579            |  |          |     | (9 | )%             |   |     |   |  |     |     |   | 
|                                     |                                      |                   |        |        |            |         |        |            |                  |  |          |     |    |                |  
|                                     |                                      | TOTAL REVENUES    |        | $      | 15,113     |         |        | $          | 13,397           |  |          |     | 13 | %              |   |     |   |  |     |     |   | 
|                                     |                                      |                   |        |        |            |         |        |            |                  |  |          |     |    |                |  



---



|    |                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | EMEA includes Europe, the Middle East and Africa.                                                                                                                                                                                
|(2) | For fiscal 2003, $335 million of revenues
    before reimbursements previously classified as Other
    have been reclassified to Consulting or
    Outsourcing type of work to conform to the fiscal
    2004 presentation.

The Company conducts business in two countries that individually
comprised more than 10% of consolidated revenues before
reimbursements within the last three years. The United States
represented 39%, 43% and 46% of revenues before reimbursements
for fiscal years 2004, 2003 and 2002, respectively, while the
United Kingdom totaled 16%, 14% and 14% for fiscal years 2004,
2003 and 2002, respectively. Revenues are attributed to
countries based on where client services are supervised.

Year Ended August 31, 2004 Compared to Year Ended
August 31, 2003

Revenues

Our Europe, Middle East and Africa regions (EMEA)
achieved revenues before reimbursements of $6,572 million
for fiscal 2004, compared with $5,353 million for fiscal 2003,
an increase of 23% in U.S. dollars and 10% in local
currency. This increase was primarily due to strong growth in

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In our Americas region, fiscal 2004 revenues before
reimbursements were $6,133 million, compared with
$5,671 million for fiscal 2003, an increase of 8% in
U.S. dollars and 7% in local currency. A key contributor to
this growth was our Canadian business, where revenues before
reimbursements grew 52% in U.S. dollars over fiscal 2003. This
growth was partially offset by items mentioned below with
respect to our Communications & High Tech, Government and
Resources operating groups that were primarily concentrated in
our Americas region.

Our Asia Pacific region had fiscal 2004 revenues before
reimbursements of $968 million, compared with
$794 million for fiscal 2003, an increase of 22% in
U.S. dollars and 12% in local currency. This increase was
largely driven by strong growth in our business in Japan and
Australia.

Our Communications & High Tech operating group achieved
revenues before reimbursements of $3,741 million in fiscal
2004, an increase of 14% over fiscal 2003, primarily due to
increased outsourcing revenues. Consulting revenues and
favorable currency translation also contributed to increased
revenues over fiscal 2003. Outsourcing revenues benefited from
strong revenue growth with our Communications and Electronics
& High Tech industry groups in the Americas and Europe.
Consulting revenues benefited from growth in Europe, Latin
America and Asia Pacific, slightly offset by a decline in North
America. Operating group revenues before reimbursements in the
fourth quarter of fiscal 2004 increased 8% over the fourth
quarter of fiscal 2003 due to increased consulting revenues in
all geographies and favorable currency translation. This
increase was partially offset by lower outsourcing revenues in
North America, due partly to a substantial reduction in the
scope of our work with a major telecommunications client as a
result of that clients changing business strategies. This
reduction may continue to affect outsourcing revenues for the
next several quarters.

Our Financial Services operating group achieved revenues before
reimbursements of $2,771 million in fiscal 2004, an
increase of 18% over fiscal 2003. Results were primarily driven
by strong growth in outsourcing revenues, higher consulting
revenues and favorable currency translation. Revenue growth in
our Banking and Insurance industry groups, particularly in the
United Kingdom, contributed to the growth in outsourcing
revenues. Consulting revenues benefited from the continued
economic recovery of clients in our Capital Markets industry
group. Operating group revenues before reimbursements in the
fourth quarter of fiscal 2004 increased 25% over the fourth
quarter of fiscal 2003, due to increased consulting revenues in
our Capital Markets industry group and growth in outsourcing
revenues, particularly in EMEA.

Our Government operating group achieved revenues before
reimbursements of $1,995 million in fiscal 2004, an
increase of 26% over fiscal 2003. Results were primarily driven
by strong growth in both outsourcing and consulting revenues, in
addition to favorable currency translation. Revenue growth with
European clients, particularly in the United Kingdom and with
clients in the Asia Pacific region, contributed to increased
consulting revenues, which were partially offset by decreased
revenues from clients in the United States. Outsourcing revenue
growth benefited from increased revenues in all geographic
regions, in particular with the U.S. Federal government.
Operating group revenues before reimbursements in the fourth
quarter of fiscal 2004 increased 13% over the fourth quarter of
fiscal 2003, primarily due to increased revenues in the United
Kingdom and the Asia Pacific region.

Our Products operating group achieved revenues before
reimbursements of $2,979 million in fiscal 2004, an
increase of 14% from fiscal 2003, primarily driven by increased
outsourcing revenues. Consulting revenues and favorable currency
translation also contributed to increased revenues over fiscal
2003. A majority of our industry groups, particularly the Retail
& Consumer and the

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Our Resources operating group achieved revenues before
reimbursements of $2,178 million in fiscal 2004, an
increase of 11% from fiscal 2003, as increases in our
outsourcing revenues and a favorable currency translation more
than offset the slight decrease in consulting revenues. All
industry groups in Resources, in particular Utilities,
contributed to the growth in outsourcing revenues. The Euro and
Pound Sterling contributed to the favorable currency
translation. Consulting revenue growth in our Energy, Metals
& Mining and Utilities industry groups was offset by a
decrease in our Chemicals and Forest Products industry group
revenues. In the fourth quarter of fiscal 2004, revenues before
reimbursements for Resources grew 5% over the fourth quarter of
fiscal 2003, primarily reflecting outsourcing revenue growth in
our Utilities, Energy, Metals & Mining and Forest Products
industry groups, as well as growth in our Accenture Business
Services for Utilities BPO business. Consulting revenues
remained flat, with increases in our Energy, Metals & Mining
and Forest Products industry groups offset by decreases in our
Chemicals and Utilities industry groups.

Operating Expenses

Operating expenses in fiscal 2004 were $13,355 million, an
increase of $1,509 million, or 13%, over fiscal 2003 and
represented 88% of revenues in both fiscal years 2004 and 2003.
As a percentage of revenues before reimbursements, operating
expenses before reimbursable expenses also remained flat at 87%
in both fiscal years 2004 and 2003. In fiscal 2004, operating
expenses included restructuring costs of $107 million
relating to the Companys global consolidation of office
space and a benefit of $78 million primarily resulting from
final determinations of certain reorganization liabilities
established in connection with our transition to a corporate
structure in 2001. The restructuring cost of $107 million
and reorganization benefit of $78 million increased
operating expenses before reimbursable expenses as a percentage
of revenues before reimbursements by 0.2 percentage points.
The strengthening of various currencies against the
U.S. dollar increased reported operating expenses for
fiscal 2004 compared to fiscal 2003, partially offsetting
corresponding increases in reported revenues.

In fiscal 2004, we incurred severance costs of
$111 million, compared with $161 million of severance
costs in fiscal 2003. During fiscal 2004, we expensed
$277 million for variable compensation, compared with
$11 million of variable compensation expense in fiscal 2003.



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

Cost of services was $10,497 million in fiscal 2004, an
increase of $1,410 million, or 16%, over fiscal 2003 and an
increase as a percentage of revenues from 68% in fiscal 2003 to
69% in fiscal 2004. Cost of services before reimbursable
expenses was $9,057 million in fiscal 2004, an increase of
$1,549 million, or 21%, over fiscal 2003. Cost of services
before reimbursable expenses increased as a percentage of
revenues before reimbursements from 64% in fiscal 2003 to 66% in
fiscal 2004. Gross margins (revenues less cost of services) in
fiscal 2004 decreased to 34% of revenues before reimbursements
in fiscal 2004 from 36% in fiscal 2003.

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The primary drivers of the increase in cost of services and the
decrease in total gross margins were the continued shift in our
mix of business toward outsourcing and higher variable
compensation expense, partly offset by lower severance costs.
The strengthening of various currencies against the U.S. dollar
also contributed to the $1,549 million increase.



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

Sales and marketing expense was $1,488 million in fiscal
2004, an increase of $30 million, or 2%, over fiscal 2003,
and decreased as a percentage of revenues before reimbursements
from 12% in fiscal 2003 to 11% in fiscal 2004. Key drivers of
the increase in sales and marketing expense were a
$51 million increase in market-development activities and
branding costs, and a $39 million increase in variable
compensation expense, partly offset by a $69 million
decrease in business-development costs.



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

General and administrative costs were $1,340 million in
fiscal 2004, an increase of $21 million, or 2%, over fiscal
2003 and decreased as a percentage of revenues before
reimbursements from 11% in fiscal 2003 to 10% in fiscal 2004.
The increase in general and administrative costs was primarily
due to a $60 million increase in business protection costs,
partly offset by a $42 million decrease in geographic
facility costs.



| |                                                  
| | -------------------------------------------------
| | Restructuring and Reorganization Costs (Benefits)

During fiscal 2004, we recorded restructuring costs of
$107 million relating to our global consolidation of office
space, primarily in the United States and the United Kingdom.
These costs included losses on operating leases and write-downs
of related assets such as leasehold improvements resulting from
abandoned office space. During this same period, we recorded a
net benefit of $78 million resulting from final
determinations of certain reorganization liabilities established
in connection with our transition to a corporate structure in
2001.

During fiscal 2003, we recorded a net benefit of
$19 million resulting from a decrease in certain
reorganization liabilities established in connection with our
transition to a corporate structure in 2001.

Operating Income

Operating income was $1,759 million in fiscal 2004, an
increase of $207 million, or 13%, over fiscal 2003. Operating
income as a percentage of revenues before reimbursements
remained flat at 13% in both fiscal years 2004 and 2003.

Operating income for each of the operating groups was as follows:

|                           |  |               |       |  |          |   |       |            |  |   |     |  
|-------------------------- |  | ------------- | ----- |  | -------- | - | ----- | ---------- |  | - | --- | -
|                           |  |               |       | 
|                           |  | Year Ended    |       |  |         
|                           |  | August 31,    |       |  |         
|                           |  |               |       |  | Increase |  
|Operating Income           |  | 2004          |       |  | 2003     |   |       | (Decrease) | 
|                           |  |               |       |  |          |   |       |            | 
|                           |  |              
|                           |  | (in millions) |      
|Communications & High Tech |  | $             | 404   |  |          | $ | 321   |            |  | $ | 83  |  
|Financial Services         |  |               | 354   |  |          |   | 306   |            |  |   | 48  |  
|Government                 |  |               | 311   |  |          |   | 282   |            |  |   | 29  |  
|Products                   |  |               | 415   |  |          |   | 428   |            |  |   | (13 | )
|Resources                  |  |               | 275   |  |          |   | 214   |            |  |   | 61  |  
|                           |  |               |       |  |          |   |       |            | 
|Total                      |  | $             | 1,759 |  |          | $ | 1,551 |            |  | $ | 208 |  
|                           |  |               |       |  |          |   |       |            | 

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Communications & High Tech operating income increased by
$83 million, primarily due to a 14% increase in revenues
before reimbursements, along with savings from cost-management
initiatives and improved chargeability. The increase in
Financial Services operating income of $48 million was
driven by an 18% increase in revenues before reimbursements, as
well as savings from cost-management initiatives. Government
operating income increased by $29 million primarily due to a 26%
increase in revenues before reimbursements, partly offset by
higher business-development costs in support of large contracts
and lower overall margins. Products operating income decreased
by $13 million, despite a 14% increase in revenues before
reimbursements, primarily due to lower gross margins reflecting
a decrease in consulting margins and the continued shift in our
mix of business toward outsourcing. The increase in Resources
operating income of $61 million was driven by an 11%
increase in revenues before reimbursements along with savings
from cost-management initiatives and improved chargeability,
offset by increases in outsourcing and consulting costs.

Interest Income

Interest income was $60 million in fiscal 2004, an increase
of $19 million, or 46%, over fiscal 2003. The increase
resulted primarily from the increase in our average cash and
investment balances during fiscal 2004, compared with the fiscal
2003 average balances.

Other Income (Expense)

Other income was less than $1 million in fiscal 2004,
compared with $32 million in fiscal 2003, primarily resulting
from lower foreign currency exchange gains.

Provision for Income Taxes

The effective tax rates for fiscal years 2004 and 2003 were
32.0% and 35.1%, respectively. The reduction in the effective
tax rate in 2004 resulted primarily from a reduction in
valuation allowances, changes in our geographic distribution of
income and the tax effect of a reduction in reorganization
liabilities. The decrease in reorganization liabilities in
fiscal 2004 reduced the 2004 annual effective tax rate by
1.5 percentage points. The decrease in reorganization
liabilities had the effect of increasing pre-tax income in
fiscal 2004 without a corresponding increase in the provision
for income taxes.

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 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.

Minority interest was $532 million in fiscal 2004, a
decrease of $16 million, or 3%, from fiscal 2003, primarily due
to a reduction in the minoritys average ownership
interests from 52% at the beginning of fiscal 2004 to 43% at
August 31, 2004.

Earnings Per Share

Diluted earnings per share were $1.22 in fiscal 2004, compared
with $1.05 in fiscal 2003. The increase was primarily due to
higher operating income. The fiscal 2004 restructuring costs
relating to our global consolidation of office space had the
effect of reducing diluted earnings per share by $0.07

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

The following table provides revenues for each of our operating
groups, geographic regions and types of work for fiscal years
2003 and 2002:

|                                     |                                      |                |        |        |            |  |        |            |        |  |                  |    |    |                |  |     |    |  |     |     |   | 
|------------------------------------ | ------------------------------------ | -------------- | ------ | ------ | ---------- |  | ------ | ---------- | ------ |  | ---------------- | -- | -- | -------------- |  | --- | -- |  | --- | --- | - | 
|                                     |                                      |                |        |        |            |  |        |           
|                                     |                                      | Year Ended     |        |        | Percent    |  |        | Percent    |        |  | Percent of Total |   
|                                     |                                      | August 31,     |        |        | Increase/  |  |        | Increase/  |        |  | 2003 Net         |   
|                                     |                                      |                |        |        | (Decrease) |  |        | (Decrease) |        |  | Revenues Before  |   
|                                     |                                      | 2003           |        |        | 2002       |  |        | US$        |        |  | Local Currency   |    |    | Reimbursements | 
|                                     |                                      |                |        |        |            |  |        |            |        |  |                  |    |    |                | 
|                                     |                                      |                |        |        |            |  |        |           
|                                     |                                      | (in millions)  |        |        |            |  |        |            |       
|OPERATING GROUPS                     |                                      |                |        |        |            |  |        |            |        |  |                  |    |    |                |  |     |    |  |     |    
|                                     | Communications & High Tech           |                | $      | 3,290  |            |  | $      | 3,182      |        |  |                  | 3  | %  |                |  |     |    |  |     | 28  | %
|                                     | Financial Services                   |                |        | 2,355  |            |  |        | 2,366      |        |  |                  | 0  | %  |                |  |     |    |  |     | 20  | %
|                                     | Government                           |                |        | 1,582  |            |  |        | 1,316      |        |  |                  | 20 | %  |                |  |     |    |  |     | 13  | %
|                                     | Products                             |                |        | 2,613  |            |  |        | 2,696      |        |  |                  | (3 | )% |                |  |     |    |  |     | 22  | %
|                                     | Resources                            |                |        | 1,966  |            |  |        | 2,005      |        |  |                  | (2 | )% |                |  |     |    |  |     | 17  | %
|                                     | Other                                |                |        | 12     |            |  |        | 9          |        |  |                  | 20 | %  |                |  |     |    |  |     | 0   | %
|                                     |                                      |                |        |        |            |  |        |            |        |  |                  |    |    |                | 
|TOTAL Revenues Before Reimbursements |                                      |                | 11,818 |        |            |  | 11,574 |            |        |  | 2                | %  |    |                |  |     |    |  | 100 | %  
|                                     |                                      |                |        |        |            |  |        |            |        |  |                  |    |    |                | 
|                                     |                                      | Reimbursements |        |        | 1,579      |  |        |            | 1,531  |  |                  |    | 3  | %              |  |     |    |  |     |     |   | 
|                                     |                                      |                |        |        |            |  |        |            |        |  |                  |    |    |                | 
|                                     |                                      | TOTAL REVENUES |        | $      | 13,397     |  |        | $          | 13,105 |  |                  |    | 2  | %              |  |     |    |  |     |     |   | 
|                                     |                                      |                |        |        |            |  |        |            |        |  |                  |    |    |                | 
|GEOGRAPHY                            |                                      |                |        |        |            |  |        |            |        |  |                  |    |    |                |  |     |    |  |     |    
|                                     | Americas                             |                | $      | 5,671  |            |  | $      | 5,836      |        |  |                  | (3 | )% |                |  | (2  | )% |  |     | 48  | %
|                                     | EMEA(1)                              |                |        | 5,353  |            |  |        | 4,963      |        |  |                  | 8  | %  |                |  | (6  | )% |  |     | 45  | %
|                                     | Asia Pacific                         |                |        | 794    |            |  |        | 775        |        |  |                  | 2  | %  |                |  | (3  | )% |  |     | 7   | %
|                                     |                                      |                |        |        |            |  |        |            |        |  |                  |    |    |                | 
|                                     | TOTAL Revenues Before Reimbursements |                |        | 11,818 |            |  |        | 11,574     |        |  |                  | 2  | %  |                |  | (4  | )% |  |     | 100 | %
|                                     |                                      |                |        |        |            |  |        |            |        |  |                  |    |    |                | 
|                                     |                                      | Reimbursements |        |        | 1,579      |  |        |            | 1,531  |  |                  |    | 3  | %              |  |     |    |  |     |     |   | 
|                                     |                                      |                |        |        |            |  |        |            |        |  |                  |    |    |                | 
|                                     |                                      | TOTAL REVENUES |        | $      | 13,397     |  |        | $          | 13,105 |  |                  |    | 2  | %              |  |     |    |  |     |     |   | 
|                                     |                                      |                |        |        |            |  |        |            |        |  |                  |    |    |                | 
|TYPE OF WORK                         |                                      |                |        |        |            |  |        |            |        |  |                  |    |    |                |  |     |    |  |     |    
|                                     | Consulting(2)                        |                | $      | 8,048  |            |  | $      | 8,848      |        |  |                  | (9 | )% |                |  | (15 | )% |  |     | 68  | %
|                                     | Outsourcing(2)                       |                |        | 3,770  |            |  |        | 2,727      |        |  |                  | 38 | %  |                |  | 33  | %  |  |     | 32  | %
|                                     |                                      |                |        |        |            |  |        |            |        |  |                  |    |    |                | 
|                                     | TOTAL Revenues Before Reimbursements |                |        | 11,818 |            |  |        | 11,574     |        |  |                  | 2  | %  |                |  |     |    |  |     | 100 | %
|                                     |                                      |                |        |        |            |  |        |            |        |  |                  |    |    |                | 
|                                     |                                      | Reimbursements |        |        | 1,579      |  |        |            | 1,531  |  |                  |    | 3  | %              |  |     |    |  |     |     |   | 
|                                     |                                      |                |        |        |            |  |        |            |        |  |                  |    |    |                | 
|                                     |                                      | TOTAL REVENUES |        | $      | 13,397     |  |        | $          | 13,105 |  |                  |    | 2  | %              |  |     |    |  |     |     |   | 
|                                     |                                      |                |        |        |            |  |        |            |        |  |                  |    |    |                | 



---



|    |                                                                                                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | EMEA includes Europe, the Middle East and Africa.                                                                                                                                                                                                                                   
|(2) | For fiscal years 2003 and 2002, $335 million
    and $195 million, respectively, of revenues before
    reimbursements previously classified as Other have
    been reclassified to Consulting or
    Outsourcing type of work to conform to the fiscal
    2004 presentation.

Revenues

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

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Our Financial Services operating group achieved revenues before
reimbursements of $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.

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. Revenue growth of
20% for the year 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 Government operating group revenues also
benefited from favorable currency translation.

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 & Consumer industry
group in Europe and a decrease in our Health Services industry
group revenues, which offset favorable currency translation and
growth in our Pharmaceuticals & Medical Products industry
group.

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.

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 fiscal 2002 to
consolidate certain office facilities around the world had the
effect of increasing operating expenses as a percentage of
revenues before reimbursements by one percentage point in fiscal
2002.

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.



| |                 
| | ----------------
| | 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) decreased to 36%
of revenues before reimbursements in fiscal 2003 from 40% in
fiscal 2002. This decrease resulted from the shift in our mix of
business toward outsourcing and from pricing pressures. 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 a $55 million decrease in business-development
and market-development costs and a $25 million decrease in
variable compensation expense. 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 $1,319 million in
fiscal 2003, a decrease of $296 million, or 18%, 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 and Reorganization Costs (Benefits)

In fiscal 2003, we recorded a net benefit of $19 million,
primarily resulting from final determinations of certain
reorganization liabilities established in connection with
Accentures transition to a corporate structure in 2001. In
fiscal 2002, we incurred restructuring costs of
$111 million related to the costs to consolidate certain
office facilities around the world.

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% in fiscal 2002 to 13% 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
& Consumer 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 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 Avanade, Inc. and Accenture HR Services
subsidiaries, beginning on January 1, 2002 and
March 1, 2002, respectively, which we previously accounted
for under the equity method.

Provision for Income Taxes

The effective tax rates for fiscal years 2003 and 2002 were
35.1% and 46.0%, respectively. 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% at August 31, 2003.

Earnings Per Share

Diluted earnings per share were $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.

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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 2004 totaled $1,756 million. At
August 31, 2004, cash and cash equivalents totaled
$2,553 million, while total debt was $34 million. Cash
and cash equivalents, combined with $601 million of liquid
fixed-income securities, classified as investments on our
Consolidated Balance Sheet, totaled $3,154 million at
August 31, 2004. 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 Transactions and RelationshipsShare
Management Plan.

Our balance of cash and cash equivalents and liquid fixed-income
securities was $3,154 million at August 31, 2004, an
increase of $822 million, or 35%, over the
$2,332 million balance at August 31, 2003. Our balance
of cash and cash equivalents at August 31, 2003 increased
$1,015 million, or 77%, from $1,317 million at
August 31, 2002. The year-over-year increases were
primarily attributable to cash provided by operations.

Net cash provided by operating activities was
$1,756 million in fiscal 2004, an increase of
$212 million over fiscal 2003. This increase was primarily
attributable to an increase in accrued payroll and related
benefits, income taxes payable and other accrued liabilities,
which was partly offset by an increase in net client balances
(receivables, unbilled services and deferred revenues combined)
and an increase in other current assets.

Net cash used in investing activities was $897 million in
fiscal 2004, compared with $109 million of cash used in
investment activities in fiscal 2003. The increase was primarily
due to purchases of marketable securities and increased capital
spending on property and equipment, partially offset by
increased proceeds from sales of investments.

Net cash used in financing activities was $688 million in
fiscal 2004, an increase of $165 million over fiscal 2003.
Contributing to the increase in cash used was the
$414 million increase in net share repurchases in fiscal
2004 over fiscal 2003, which was partly offset by a
$148 million contract termination payment in fiscal 2003
and a net decrease in restricted cash of the predecessor to the
Accenture Share Employee Compensation Trust.

Net cash provided by operating activities was
$1,544 million for fiscal 2003, an increase of
$454 million from fiscal 2002. Net cash provided by
operating activities benefited from lower income tax payments in
fiscal 2003 compared with fiscal 2002. Net cash used in
investing activities was $109 million for fiscal 2003, a
decrease of $139 million from fiscal 2002, due to increased
proceeds from sales of investments and lower capital spending on
property and equipment and businesses, partly offset by a
decrease in proceeds from the sale of property and equipment in
fiscal 2003. Net cash used in financing activities was
$523 million for fiscal 2003, a decrease of
$919 million from

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We have a five-year $1,500 million syndicated loan
facility, providing unsecured, revolving borrowing capacity for
general working capital purposes, including the issuance of
letters of credit. Financing is provided under this facility at
the prime rate or at the London Interbank Offered Rate plus a
spread. This facility requires 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 continue
to be in compliance with these terms. As of August 31,
2004, we had no borrowings under the facility and
$66 million in letters of credit outstanding. The facility
is subject to annual commitment fees.

We also maintain four separate bilateral, uncommitted, unsecured
multicurrency revolving credit facilities. As of August 31,
2004, these facilities provided for up to $251 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, 2004, amounts available under these facilities
totaled $222 million. At August 31, 2004, we had
$13 million outstanding under these various facilities and
$7 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 years 2004, 2003 and 2002, we invested
$282 million, $212 million and $263 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 be approximately $400 million in fiscal 2005.

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. At August 31, 2004,
2003 and 2002, $455 million, $336 million and
$265 million were outstanding for 40, 35 and
25 clients, respectively. At August 31, 2004 and 2003,
$243 million and $203 million, respectively, were
included in current unbilled services, and $212 million and
$133 million, respectively, were included in non-current
unbilled services in our Consolidated Balance Sheet.

Share Purchases and Redemptions

Open-Market Repurchases

On December 19, 2003, the Accenture Stock Employee
Compensation Trust was terminated and a wholly-owned subsidiary
of Accenture Ltd that is not a subsidiary of
Accenture SCA created the new Accenture Share Employee
Compensation Trust (the SECT). Substantially all
treasury shares purchased by the predecessor trust that had not
been used to fund employee share awards were transferred to the
SECT.

In a series of open-market purchases during fiscal years 2004
and 2003, the SECT and its predecessor trust acquired 8,413,050
and 8,619,800 Accenture Ltd Class A common shares,

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Share Management Plan and RSU Sell-Back Program
Transactions

We continue to redeem or purchase certain shares pursuant to our
Share Management Plan. See Certain Transactions and
RelationshipsShare Management Plan. The Board of
Directors of Accenture Ltd 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 awarded
in connection with our initial public offering. On
November 14, 2003, the Board of Directors of Accenture Ltd
authorized an additional $600 million for such share
redemptions and purchases. Of these previously authorized
amounts, $664 million was utilized in fiscal 2004,
primarily pursuant to quarterly tender offers made to Accenture
SCA Class I common shareholders by controlled subsidiaries
of Accenture Ltd that redeemed or purchased an aggregate of
22,019,515 Accenture SCA Class I common shares and by
related purchases of 850,885 Accenture Canada
Holdings Inc. exchangeable shares.

On September 29, 2003, Accenture closed an underwritten
public offering of Accenture Ltd Class A common shares. The
offering was comprised of 57,394,595 shares newly issued by
Accenture Ltd and 24,605,405 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 over allotment
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. All of the proceeds from the newly issued shares
were used by Accenture SCA and its subsidiaries, together with
$43 million previously authorized for repurchases under the
Accenture Share Management Plan, to redeem or purchase a total
of 71,816,561 Accenture SCA shares and Accenture Canada
Holdings, Inc. exchangeable shares from partners pursuant to a
tender offer for a total cash outlay of $1,465 million.

On May 4, 2004, Accenture closed an underwritten public
offering of Accenture Ltd Class A common shares. The
offering was comprised of 35,761,232 shares newly issued by
Accenture Ltd and 14,238,768 shares offered by Accenture
partners, former partners and their permitted transferees. The
price to the public was $23.50 per share and the price net of
the underwriters discount of 2.8% was $22.84. Accenture
Ltd received $817 million as the result of the issuance of
35,761,232 shares newly issued by Accenture Ltd. On May 4,
2004, the underwriters, in connection with the underwritten
public offering, exercised their option to purchase an
additional 7,500,000 newly issued Class A common shares at
the same price per share. On May 4, 2004, Accenture Ltd
received $171 million as a result of the issuance of the
additional 7,500,000 newly issued shares. All of the proceeds
from the newly issued shares were used by Accenture SCA and its
subsidiaries, together with $57 million, to redeem or
purchase a total of 45,741,795 Accenture SCA shares and
Accenture Canada Holdings, Inc. exchangeable shares from
partners pursuant to a tender offer for a total cash outlay of
$1,045 million.

During fiscal years 2004 and 2003, Accenture purchased 1,002,761
and 1,294,123 Accenture Ltd Class A common shares,
respectively, delivered pursuant to restricted share units for
approximately $25 million and $22 million,
respectively.

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At August 31, 2004, the amount available for future share
redemptions and purchases by Accenture under the Share
Management Plan and RSU Sell-Back Program was $224 million.

Other Redemptions and Purchases

We continue to redeem or purchase certain Accenture SCA
Class I common shares in isolated transactions conducted
outside of our Share Management Plan in accordance with the
redemption provisions applicable to the Accenture SCA
Class I common shares pursuant to their terms or in
purchase transactions on comparable terms. These transactions do
not require further approval by the Board of Directors of
Accenture Ltd, and funds used in these transactions do not
reduce other specific authorizations made by the Board of
Directors of Accenture Ltd for various share purchase or
reduction activities. To date, these transactions have consisted
primarily of redemptions or purchases of shares held by the
beneficiaries and estates of deceased partners and former
partners and, to a lesser extent, by charitable foundations.
During fiscal 2004, $58 million was used for these purposes.

Subsequent Developments

Effective as of October 15, 2004, Accentures Board of
Directors authorized the repurchase, redemption and exchange
from time to time of up to an additional $3 billion of
Accenture shares through the Companys public share
repurchase program and related to its ongoing Share Management
Plan transactions, through which it periodically redeems or
acquires shares held by partners, former partners and their
permitted transferees. These additional funds became available
for use after October 15, 2004. The authorization requires
that $1 billion of these funds be used in connection with
the public share repurchase program. The timing and amount of
the public share repurchases will be at the Companys
discretion and will be based on market conditions and other
factors.

The United States Congress recently passed, and the President
has signed, legislation relating to the tax treatment of U.S.
companies that have undertaken certain types of expatriation
transactions. We do not believe this legislation applies to
Accenture. However, we are not able to predict with certainty
whether the U.S. Internal Revenue Service will challenge our
interpretation of the legislation. Nor are we able to predict
with certainty the impact of regulations or other
interpretations that might be issued related to this
legislation. It is possible that certain interpretations could
materially increase our tax burden.

Obligations and Commitments

As of August 31, 2004, 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 |  |   | 3-5 years |  |  | After 5 years |    
|                                     |  |                        |       |  |                  |   |     |           |  |   |           |  |  |               |    
|                                     |  |                       
|                                     |  | (in millions)          |      
|Long-term debt                       |  | $                      | 14    |  |                  | $ | 12  |           |  | $ | 2         |  |  | $             | 0   |  |  | $ | 0     | 
|Operating leases                     |  |                        | 2,443 |  |                  |   | 247 |           |  |   | 480       |  |  |               | 357 |  |  |   | 1,359 | 
|Training facility services agreement |  |                        | 63    |  |                  |   | 29  |           |  |   | 34        |  |  |               | 0   |  |  |   | 0     | 
|Retirement obligations(1)            |  |                        | 300   |  |                  |   | 26  |           |  |   | 76        |  |  |               | 78  |  |  |   | 120   | 
|Other purchase commitments(2)        |  |                        | 684   |  |                  |   | 355 |           |  |   | 284       |  |  |               | 40  |  |  |   | 5     | 
|                                     |  |                        |       |  |                  |   |     |           |  |   |           |  |  |               |    
|Total                                |  | $                      | 3,504 |  |                  | $ | 669 |           |  | $ | 876       |  |  | $             | 475 |  |  | $ | 1,484 | 
|                                     |  |                        |       |  |                  |   |     |           |  |   |           |  |  |               |    



---

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | This represents projected payments under our
    Basic Retirement Benefit and Early Retirement Plans. Because
    both of these plans are unfunded, we pay these benefits
    directly. These plans were eliminated for active partners after
    May 15, 2001.                                                                                                                                                                              
|(2) | 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 that we cannot cancel or where we would be required
    to pay a termination fee in the event of cancellation. Amounts
    shown do not include recourse that we may have to recover
    termination fees or penalties from clients.

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Off-Balance Sheet Arrangements

We have various agreements by which we may be obligated to
indemnify the other party with respect to certain matters.
Generally, these indemnification provisions are included in
contracts arising in the normal course of business under which
we customarily agree to hold the indemnified 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 us under such
indemnification clauses are generally conditioned on the other
party making a claim. Such claims are generally subject to
challenge by us and dispute resolution procedures specified in
the particular contract. Furthermore, 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, the Company has not made any payments
under these agreements that have been material individually or
in the aggregate. As of August 31, 2004, we were not aware
of any obligations under such indemnification agreements that
would require material payments.

From time to time, Accenture enters into contracts with clients
whereby it has joint and several liability with other
participants and third parties providing related services and
products to the client. Under these arrangements, Accenture and
other parties may assume some responsibility to the client for
the performance of others under the terms and conditions of the
contract with or for the benefit of the client. To date,
Accenture has not been required to make any payments under any
of the contracts described in this paragraph. For further
discussion of these transactions, please see Footnote 16
(Commitments and Contingencies) to our consolidated financial
statements below under Financial Statements and
Supplementary Data.

Newly Issued Accounting Standards

In May 2004, the Financial Accounting Standards Board issued
FASB Staff Position (FSP) 106-2, Accounting
and Disclosure Requirements Related to the Medicare Prescription
Drug, Improvement and Modernization Act of 2003. This
statement applies to the sponsor of a single-employer defined
benefit postretirement health care plan for which (a) the
employer has concluded that prescription drug benefits available
under the plan to some or all participants for some or all
future years are actuarially equivalent to Medicare
Part D and thus qualify for the subsidy under the Medicare
Prescription Drug, Improvement and Modernization Act of 2003;
and (b) the expected subsidy will offset or reduce the
employers share of the cost of the underlying
postretirement prescription drug coverage on which the subsidy
is based. FSP No. 106-2 became effective for the Company on
September 1, 2004 and is not expected to have a material
effect on the Company.






|         |                                                           
|-------- | ----------------------------------------------------------
|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 material cash flow exposures when feasible
using forward and/or option contracts. These instruments are
generally short-term in nature, with typical 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
forward or option contracts of a long-term nature. Credit risk
is managed through careful selection and ongoing evaluation of
the financial institutions utilized as counterparties.

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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
offsetting gain or loss on the underlying exposure. As of
August 31, 2004, 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 $17.9 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
$17.9 million. 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.

Interest Rate Risk

The interest rate risk associated with our borrowing and
investing activities at August 31, 2004 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

The equity price risk associated with our marketable equity
securities that are subject to market price volatility is not
material in relation to our consolidated financial position,
results of operations or cash flows.






|        |                                            
|------- | -------------------------------------------
|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 Securities and Exchange
Commissions rules and forms.

There has been no significant change in Accenture Ltds
internal control over financial reporting that occurred during
the fourth quarter of fiscal 2004 that has materially affected,
or is reasonably likely to materially affect, Accenture
Ltds internal control over financial reporting.

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As of September 1, 2004, we transitioned certain of our
business and financial systems to new platforms. The
implementation of these platforms as of September 1, 2004
represents a culmination of more than a year of preparation,
testing and training. Implementation of the new systems
necessarily involves changes to our procedures for control over
financial reporting. Our CEO and CFO believe that throughout
this implementation process we have maintained internal
financial controls sufficient to ensure appropriate internal
controls over financial reporting for fiscal 2004.





|         |                  
|-------- | -----------------
|ITEM 9B. | OTHER INFORMATION

None.

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PART III



ITEM 10.     DIRECTORS AND EXECUTIVE
OFFICERS OF THE REGISTRANT

For information about our executive officers, please see
Executive Officers of the Registrant on page 27.

Directors

Joe W. Forehand, 56, has been Chairman of the Board since
February 2001. From November 1999 to August 2004, he was our CEO
and served 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 has
been with Accenture for 32 years. Mr. Forehands
current term as director expires at the annual general meeting
of shareholders in 2005.

William D. Green, 51, has been a director since June 2001
and our CEO and Chairman of our Executive Leadership Team since
September 2004. From March 2003 to August 2004 he was our Chief
Operating OfficerClient Services, and from August 2000 to
August 2004 he was our Country Managing Director, United States.
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 has been with
Accenture for 26 years. Mr. Greens current term as
director expires at the annual general meeting of shareholders
in 2006.

Steven A. Ballmer, 48, has 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 Dublon, 51, has 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 will be retiring from her
position as chief financial officer of J.P. Morgan
Chase & Co., effective December 31, 2004. She has
spent most of her professional career with J.P. Morgan
Chase & Co. and its predecessor 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 and as
Chairwoman of the Finance Committee of our Board of Directors.
Ms. Dublons current term as director expires at the
annual general meeting of shareholders in 2006.

Joel P. Friedman, 56, has been a director since June 2001
and our PresidentBPO Businesses since September 2004. He
was Group Chief Operating OfficerBusiness Process
Outsourcing from March 2003 to August 2004 and
PartnerCorporate Development from November 2002 to March
2003. From March 2002 to November 2002, Mr. Friedman 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 global Banking industry
group. Mr. Friedman has been with Accenture for 33 years.

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Dennis F. Hightower, 63, has been a director since
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 president of
Walt Disney Television and Telecommunications; managing director
of Russell Reynolds Associates; vice president at Mattel, Inc.;
and vice president and general manager at General Electric
Company. He is a director of Dominos Inc., Northwest
Airlines Corporation, The Gillette Company and The TJX Companies
Inc. Mr. Hightower serves on the Compensation Committee and
the Nominating & Governance Committee of our Board of
Directors. Mr. Hightowers current term as director
expires at the annual general meeting of shareholders in 2007.

William L. Kimsey, 62, has been a director since November
2003. Mr. Kimsey was formerly Global Chief Executive
Officer of Ernst & Young Global, a position he held
from 1998 until his retirement from the company in 2002. He is a
director of Western Digital Corporation, Royal Caribbean Cruise
Line Ltd and NAVTEQ Corporation. Mr. Kimsey serves on the
Audit Committee of our Board of Directors.
Mr. Kimseys current term as director expires at the
annual general meeting of shareholders in 2007.

Robert I. Lipp, 66, has been a director since October
2001. He became executive chairman of St. Paul Travelers
Companies Inc. in April 2004 as a result of the merger between
Travelers Property Casualty Corp. and The St. Paul Companies
Inc. From December 2001 to April 2004, Mr. Lipp was
chairman and chief executive officer of Travelers Property
Casualty Corp. Mr. Lipp served as chairman of the board of
Travelers Property Casualty Corp. from 1996 to 2000 and from
January 2001 to October 2001, and was its chief executive
officer and president from 1996 to 1998. During 2000 he was a
vice-chairman and member of the office of the chairman of
Citigroup. He was chairman and chief executive
officerglobal consumer business of Citigroup from 1999 to
2000. Mr. Lipp is chairman of the board of directors of St.
Paul Travelers Companies Inc. and is a director of
JP Morgan Chase & Co. Mr. Lipp serves on the
Nominating & Governance Committee and Finance Committee
of our Board of Directors. Mr. Lipps current term as
director expires at the annual general meeting of shareholders
in 2007.

Blythe J. McGarvie, 47, has been a director since October
2001. She is president of Leadership for International Finance,
LLC, a private advisory firm that focuses on improving
clients financial positions and 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.
She is a member of the board of directors of The Pepsi Bottling
Group, Inc., St. Paul Travelers Companies, Inc. and Lafarge
North America. Ms. McGarvie serves as the Chairwoman of the
Audit Committee of our Board of Directors.
Ms. McGarvies current term as director expires at the
annual general meeting of shareholders in 2005.

Sir Mark Moody-Stuart, 64, has been a director since
October 2001 and our Lead Outside Director since November 2002.
He is chairman of AngloAmerican plc, former chairman of The
Shell Transport and Trading Company and former chairman of the
Committee of Managing Directors of the

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Masakatsu Mori, 57, has 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 has been with Accenture for 35 years.
Mr. Moris current term as director expires at the
annual general meeting of shareholders in 2005.

Carlos Vidal, 50, has been a director since February
2003, ChairPartner Income Committee since March 2003 and
our Managing PartnerGeographic Strategy & Operations
since September 2004. He was our Managing PartnerFinancial
Services, NEWS Operating Unit (which includes the UK, Ireland,
Italy, Greece, Eastern Europe, Latin America, Spain and
Portugal) from 2000 to September 2004. 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 serves on the Finance Committee of our Board of
Directors. Mr. Vidal has been with Accenture for 29 years.
Mr. Vidals current term as director expires at the
annual general meeting of shareholders in 2006.

Wulf von Schimmelmann, 57, has been a director since
October 2001. He is chief executive officer of Deutsche Postbank
AG, which is Germanys largest independent retail bank and
ranks 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 our Board of Directors. Mr. von Schimmelmanns
current term as director expires at the annual general meeting
of shareholders in 2007.

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 non-employee
directors. Sine November 2003, the committee members have been
Blythe J. McGarvie, who is chairwoman 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. 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.

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 2004
all these filing requirements were timely satisfied.

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Code of Business Ethics relating to Directors and Executive
Officers

Accentures Code of Business Ethics is available on the
Investor Relations section of our website at
http://invester.accenture.com. Our Code of Business Ethics
applies to all of our employees, including our CEO, Chief
Financial Officer and Principal Accounting Officer, and to our
directors, where appropriate. 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.

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

Summary Compensation Table

The following table sets forth, for fiscal years 2004, 2003 and
2002, the compensation 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 2004. These five persons are
referred to, collectively, as the Named Executive
Officers.

|                           |                                                                |                     |      |              |                               |  |            |           |  |                 |        |        |           |     |         |         |     |   |              |     |  |  |   |   |  |  |   |   | 
|-------------------------- | -------------------------------------------------------------- | ------------------- | ---- | ------------ | ----------------------------- |  | ---------- | --------- |  | --------------- | ------ | ------ | --------- | --- | ------- | ------- | --- | - | ------------ | --- |  |  | - | - |  |  | - | - | 
|                           |                                                                |                     |      |             
|                           |                                                                | Annual Compensation |      |              | Long-Term Compensation Awards | 
|                           |                                                                |                     |      |              |                               | 
|                           |                                                                |                     |      | Restricted   |                               |  | Securities |           |  |                
|                           |                                                                |                     |      | Other Annual |                               |  | Share Unit |           |  | Underlying      |        |        | All Other |    
|                           |                                                                |                     |      | Salary       |                               |  | Bonus      |           |  | Compensation(1) |        |        | Award(s)  |     |         | Options |     |   | Compensation |    
|                           |                                                                | Year                |      |              | ($)                           |  |            | ($)       |  |                 | ($)    |        |           | ($) |         |         | (#) |   |              | ($) | 
|                           |                                                                |                     |      |              |                               |  |            |           |  |                 |        |        |           |     |         |         |     |   |              |     | 
|Joe W. Forehand(2)         |                                                                |                     | 2004 |              |                               |  | 1,968,000  |           |  |                 | 94,921 |        |           |     |        |         |     | $ | 6,000,000    | (3) |  |  |  |   |  |  |  |  
|                           | Chief Executive Officer and                                    |                     |      | 2003         |                               |  |            | 2,112,000 |  |                 |        | 94,240 |           |     |         |        |     |   |              |    |  |  |   |  |  |  |   |  | 
|                           | Chairman of the Board of Directors                             |                     |      | 2002         |                               |  |            | 2,112,000 |  |                 |        | 40,624 |           |     |         |        |     |   |              |    |  |  |   |  |  |  |   |  | 
|R. Timothy S. Breene(4)(5) |                                                                |                     | 2004 |              |                               |  | 1,583,681  |           |  |                 | 76,393 |        |           |     | 816,256 |         |     |   |             |     |  |  |  |   |  |  |  |  
|                           | Chief Strategy Officer                                         |                     |      | 2003         |                               |  |            | 1,538,935 |  |                 |        | 68,694 |           |     |         | 302,562 |     |   |              |    |  |  |   |  |  |  |   |  | 
|                           |                                                                |                     | 2002 |              |                               |  | 1,406,770  |           |  |                 | 27,056 |        |           |     | 834,909 |         |     |   |             |     |  |  |  |   |  |  |  |  
|Stephan A. James(5)        |                                                                |                     | 2004 |              |                               |  | 1,899,339  |           |  |                 | 82,302 |        |           |     |        |         |     |   |             |     |  |  |  |   |  |  |  |  
|                           | Chief Operating Officer                                       |                     |      | 2003         |                               |  |            | 1,782,000 |  |                 |        | 79,515 |           |     |         |        |     |   |              |    |  |  |   |  |  |  |   |  | 
|                           | Capabilities and Deputy Chairman of the Board of
    Directors |                     |      | 2002         |                               |  |            | 1,782,000 |  |                 |        | 34,277 |           |     |         |        |     |   |              |    |  |  |   |  |  |  |   |  | 
|William D. Green(2)        |                                                                |                     | 2004 |              |                               |  | 1,639,500  |           |  |                 | 79,282 |        |           |     |        |         |     |   |             |     |  |  |  |   |  |  |  |  
|                           | Chief Operating Officer                                       |                     |      | 2003         |                               |  |            | 1,518,000 |  |                 |        | 67,735 |           |     |         |        |     |   |              |    |  |  |   |  |  |  |   |  | 
|                           | Client Services                                                |                     |      | 2002         |                               |  |            | 1,518,000 |  |                 |        | 29,199 |           |     |         |        |     |   |              |    |  |  |   |  |  |  |   |  | 
|Jackson L. Wilson, Jr.(5)  |                                                                |                     | 2004 |              |                               |  | 1,624,742  |           |  |                 | 76,247 |        |           |     |        |         |     |   |             |     |  |  |  |   |  |  |  |  
|                           | Chief Executive                                               |                     |      | 2003         |                               |  |            | 1,716,000 |  |                 |        | 81,777 |           |     |         |        |     |   |              |    |  |  |   |  |  |  |   |  | 
|                           | Business Process Outsourcing                                   |                     |      | 2002         |                               |  |            | 1,848,000 |  |                 |        | 35,546 |           |     |         |        |     |   |              |    |  |  |   |  |  |  |   |  | 



---

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Except as otherwise indicated, the aggregate
    amount of perquisites and other personal benefits, securities or
    property received by any Named Executive Officer does not exceed
    $50,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(2) | Mr. Forehand served as our Chief Executive
    Officer during fiscal 2004. Mr. Green became our Chief
    Executive Officer effective September 1, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(3) | Consists of a performance-based award of up to
    247,499 restricted share units granted on June 1,
    2004. These restricted share units may vest, in whole or in
    part, at the end of Accentures fiscal year ending
    August 31, 2006. The vesting schedule for the award is
    based on the achievement of certain targets for the period
    starting on September 1, 2003 and ending on August 31,
    2006 (the Performance Period), and vests based on
    two different sets of performance criteria. Up to 50% of the
    award will vest, in whole or in part, based upon
    Accentures total shareholder return, as compared to a
    group of peer companies during the Performance Period. The
    remaining 50% of the award will vest, in whole or in part, based
    upon the achievement of operating income targets by Accenture
    for the Performance Period. At August 31, 2004, the value
    of the award was $6,459,734, based upon the last reported price
    of Accenture Ltd Class A common shares on that date.
    If dividends are declared on Accenture Ltd Class A
    common shares while the restricted share units are outstanding,
    the number of restricted share units to be granted will be
    adjusted to reflect the payment of such dividends.
|(4) | Mr. Breene temporarily relocated from the
    United Kingdom to the United States in 2001 in
    conjunction with his duties as Accentures Chief Strategy
    Officer. In accordance with Accentures standard relocation
    policy, Mr. Breene receives an array of incremental
    payments and reimbursements as compensation for his expenses
    incurred while working on an expatriate basis. These include
    incidental expenses, allowances and payment related to
    incremental taxes due on various items of income as a
    consequence of his residence in the United States.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(5) | Mr. Breene, Mr. James and
    Mr. Wilson were serving as executive officers at the end of
    fiscal 2004 but are no longer executive officers.
    Mr. Breene continues to be a part of our global management
    team. Both Mr. James and Mr. Wilson retired from
    Accenture, effective September 1, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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Compensation Committee Interlocks and Insider
Participation

For fiscal 2004, 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 2004, 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
of Accenture Ltd 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.

Since November 2003, the Compensation Committee has been
comprised solely of independent directors: Sir Mark
Moody-Stuart (who continues to serve as chair), Dina Dublon and
Dennis F. Hightower. Prior to Mr. Hightowers
appointment in November 2003, William D. Green served as a
member of the Compensation Committee.

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.
Sir 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 chairwoman
of the Audit Committee receives additional cash compensation
each year of $10,000.

Employment Contracts

Each of our Chief Executive Officer and our Named Executive
Officers who are current Accenture employees 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

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

Beneficial Ownership of More than Five Percent

As of October 29, 2004, 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) |  |                       | 94,629,429 |  |                       |  | 16.5 | %                   |  |  | 229,085,008  |  |  |                     | 62.7 | % |  |  | 34.5% | 
|Stichting Naritaweg I
    Naritaweg 155
    1043 BW Amsterdam
    The Netherlands                                                                       |  |                       |           |  |                       |  |     |                     |  |  | 21,334,880   |  |  |                     | 5.8  | % |  |  | 2.3%  | 
|Stichting Naritaweg II
    Naritaweg 155
    1043 BW Amsterdam
    The Netherlands                                                                      |  |                       |           |  |                       |  |     |                     |  |  | 24,368,548   |  |  |                     | 6.7  | % |  |  | 2.6%  | 
|Wellington Management Co. LLP
    75 State Street
    Boston, Massachusetts 02109                                                                       |  |                       | 31,524,768 |  |                       |  | 5.5  | %                   |  |  |             |  |  |                     |     |   |  |  | 3.4%  | 



---

|    |                                                                                                                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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 29, 2004, Accenture SCA, the Accenture Share
Employee Compensation Trust and certain wholly-owned
subsidiaries of Accenture SCA and Accenture Ltd directly and
indirectly beneficially owned an aggregate of
21,202,313 Accenture Ltd Class A common shares, or
3.7% of the outstanding Class A common shares. Accenture
SCA, these subsidiaries and the Accenture Share 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 that will have no impact on the
outcome of any vote of the shareholders of Accenture Ltd.

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Security Ownership of Directors and Executive Officers

The following table sets forth, as of October 29, 2004,
information regarding the 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 Named Executive Officers; and (2) all
of our directors, director nominees and executive officers as a
group. To our knowledge, except as otherwise indicated, each of
the persons or entities listed below has sole voting and
investment power with respect to the shares beneficially owned
by him or her. For purposes of the table below, beneficial
ownership is determined in accordance with Rule 13d-3
under the Securities Exchange Act of 1934, pursuant to which a
person or group of persons is deemed to have beneficial
ownership of any shares that such person has the right to
acquire within 60 days after October 29, 2004. For
purposes of computing the percentage of outstanding Accenture
Ltd Class A common shares and/or Class X common shares
and/or Accenture SCA Class I common shares held by each
person or group of persons named below, any shares that such
person or persons has the right to acquire within 60 days
after October 29, 2004 are deemed to be outstanding but are
not deemed to be outstanding for the purpose of computing the
percentage ownership of any other person.

|                                                                 |  |                       |           |      |                       |  |   |                       |      |  |                   |  |  |              |    |   |                 |  |           |                     |  |  |     |   |  |  |      |  
|---------------------------------------------------------------- |  | --------------------- | --------- | ---- | --------------------- |  | - | --------------------- | ---- |  | ----------------- |  |  | ------------ | -- | - | --------------- |  | --------- | ------------------- |  |  | --- | - |  |  | ---- | -
|                                                                 |  |                       |           |      |                       |  |   |                      
|                                                                 |  | 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(1)                                                          |  | owned                 |           |      | owned                 |  |   | owned                 |      |  | owned             |  |  | owned        |    |   | owned           |  |           | beneficially owned  | 
|                                                                 |  |                       |           |      |                       |  |   |                       |      |  |                   |  |  |              |    |   |                 |  |           |                     | 
|Joe W. Forehand(2)(3)(4)                                         |  |                       | 956,889   |      |                       |  | * | %                     |      |  | 1,000             |  |  |              | ** | % |                 |  | 956,889   |                     |  |  | *** | % |  |  | **** |  
|William D. Green(2)(3)                                           |  |                       | 832,031   |      |                       |  | * |                       |      |  |                  |  |  |              |   |   |                 |  | 832,031   |                     |  |  | *** |   |  |  | **** |  
|Steven A. Ballmer                                                |  |                       |          |      |                       |  |  |                       |      |  |                  |  |  |              |   |   |                 |  |          |                     |  |  |    |   |  |  |     |  
|Dina Dublon(5)                                                   |  |                       |          |      |                       |  |  |                       |      |  | 51,207            |  |  |              | ** |   |                 |  |          |                     |  |  |    |   |  |  | **** |  
|Joel P. Friedman(2)(3)                                           |  |                       | 668,930   |      |                       |  | * |                       |      |  |                  |  |  |              |   |   |                 |  | 668,930   |                     |  |  | *** |   |  |  | **** |  
|Dennis F. Hightower(6)                                           |  |                       |          |      |                       |  |  |                       |      |  | 25,000            |  |  |              | ** |   |                 |  |          |                     |  |  |    |   |  |  | **** |  
|William L. Kimsey(6)                                             |  |                       |          |      |                       |  |  |                       |      |  | 25,000            |  |  |              | ** |   |                 |  |          |                     |  |  |    |   |  |  | **** |  
|Robert I. Lipp(5)                                                |  |                       |          |      |                       |  |  |                       |      |  | 187,260           |  |  |              | ** |   |                 |  |          |                     |  |  |    |   |  |  | **** |  
|Blythe J. McGarvie(5)                                            |  |                       |          |      |                       |  |  |                       |      |  | 49,603            |  |  |              | ** |   |                 |  |          |                     |  |  |    |   |  |  | **** |  
|Mark Moody-Stuart(5)                                             |  |                       |          |      |                       |  |  |                       |      |  | 59,252            |  |  |              | ** |   |                 |  |          |                     |  |  |    |   |  |  | **** |  
|Masakatsu Mori(2)                                                |  |                       |          |      |                       |  |  |                       |      |  | 563,895           |  |  |              | ** |   |                 |  |          |                     |  |  |    |   |  |  | **** |  
|Wulf von Schimmelmann(5)                                         |  |                       |          |      |                       |  |  |                       |      |  | 45,000            |  |  |              | ** |   |                 |  |          |                     |  |  |    |   |  |  | **** |  
|Carlos Vidal(3)                                                  |  |                       | 613,080   |      |                       |  | * |                       |      |  |                  |  |  |              |   |   |                 |  |          |                     |  |  |    |   |  |  |     |  
|R. Timothy S. Breene(2)(3)(7)                                    |  |                       | 618,987   |      |                       |  | * |                       |      |  |                  |  |  |              |   |   |                 |  | 618,987   |                     |  |  | *** |   |  |  | **** |  
|Stephan A. James(2)(3)(8)                                        |  |                       | 748,677   |      |                       |  | * |                       |      |  |                  |  |  |              |   |   |                 |  | 748,677   |                     |  |  | *** |   |  |  | **** |  
|Jackson L. Wilson, Jr.(2)(3)(9)                                  |  |                       | 771,591   |      |                       |  | * |                       |      |  | 3,232             |  |  |              | ** |   |                 |  | 771,591   |                     |  |  | *** |   |  |  | **** |  
|All directors and executive officers as a group
    (24 persons) |  |                       | 7,638,822 |      |                       |  | * | %                     |      |  | 2,812,940         |  |  |              | ** | % |                 |  | 6,302,557 |                     |  |  | 1.7 | % |  |  | 1.0  | %
|                                                                 |  |                       |           |      |                       |  |   |                       |      |  |                   |  |  |              |    |   |                 |  |           |                     | 



---

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*    | 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)  | Address for all persons listed is c/o Accenture,
    1661 Page Mill Road, Palo Alto, California 94304 USA.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(2)  | Excludes the common shares subject to the
    Accenture Ltd voting agreement that are owned by other parties
    to the voting agreement. Each of Joe W. Forehand,
    William D. Green, Joel P. Friedman, Masakatsu Mori,
    R. Timothy S. Breene, Stephan A. James and
    Jackson L. Wilson, Jr. 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 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.

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|    |                                                                                                                                                                                                                                                                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(4) | 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.                                                                                                                                       
|(5) | Includes 45,000 Accenture Ltd Class A common
    shares that could be acquired through the exercise of share
    options within 60 days from October 29, 2004.                                                                                                                                                                                                                
|(6) | Consists of 25,000 Accenture Ltd Class A
    common shares that could be acquired through the exercise of
    share options within 60 days from October 29, 2004.                                                                                                                                                                                                             
|(7) | Includes 264,663 Accenture SCA Class I
    common shares held by three family trusts in which
    Mr. Breene has a beneficial interest that were transferred
    in accordance with our Family and Charitable Transfer Program.
    Mr. Breene was an executive officer of Accenture Ltd at
    August 31, 2004 but no longer serves as an executive
    officer.             
|(8) | 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.
    Mr. James was an executive officer of Accenture Ltd at
    August 31, 2004 but no longer serves as an executive
    officer.             
|(9) | 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.
    Mr. Wilson was an executive officer of Accenture Ltd at
    August 31, 2004 but no longer serves as an executive
    officer.

Equity Compensation Plan Information

The following table sets forth, as of August 31, 2004,
certain information related to our compensation plans under
which Accenture Ltd Class A common shares may be issued.

|                                                           |                                   |                                    |            |            |                              |                            |     |                               |  |  |             |             |    
|---------------------------------------------------------- | --------------------------------- | ---------------------------------- | ---------- | ---------- | ---------------------------- | -------------------------- | --- | ----------------------------- |  |  | ----------- | ----------- | ---
|                                                           |                                   |                                    |            |            |                              | 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         |                                    |            | 92,217,487 | (1)                          |                            | $   | 10.68                         |  |  |             | 208,410,996 |    
|                                                           | 2001 Employee Share Purchase Plan |                                    |            |           |                              |                            |     | N/A                           |  |  |             | 47,562,798  | (2)
|Equity compensation plans not approved by
    Shareholders |                                   |                                    |           |            |                              |                            | N/A |                               |  |  |            |            
|                                                           |                                   |                                    |            |            |                              |                            |     |                               | 
|Total                                                      |                                   |                                    | 92,217,487 |            |                              |                            |     |                               |  |  | 255,973,794 |            
|                                                           |                                   |                                    |            |            |                              |                            |     |                               | 



---

|    |                                                                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Consists of 63,938,783 options, with a
    weighted average exercise price of $15.40 per share, and
    28,278,704 restricted share units.                                                                                                               
|(2) | Since August 31, 2004, an additional
    3,686,297 Accenture Ltd Class A common shares were
    issued as of November 1, 2004 at the conclusion of the
    offering period under the 2001 Employee Share Purchase Plan that
    commenced on May 2, 2004.

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

Reorganization and Related Transactions

We completed a series of transactions during fiscal years 2001
and 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 August 31,
2004, more than 2,900 of our partners and former partners,
holding more than 493 million 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,
under which

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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 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 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 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 (2) 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.

Public Offerings

We have facilitated, and may 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,

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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 ensure 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 August 31, 2004 more than 20 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 have permitted partners and
former partners who are bound by the common agreements, as well
as their permitted transferees who generally have agreed to
restrictions required by Accenture, 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, 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 such sales of the Class A common shares by our
partners, former partners and their permitted transferees. To be
eligible for these opportunities, the transfer restrictions
applicable to such shares in the voting agreement or transfer
rights agreement (or other agreements to which permitted
transferees have agreed) must no longer be in effect.

As of August 31, 2004 through these and other transactions,
our partners and former partners and their permitted transferees
have sold approximately 21 million Accenture Ltd Class A
common shares and sold or redeemed approximately 38 million
Accenture SCA Class I common shares and Accenture Canada
Holdings exchangeable shares to Accenture.

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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 and the administration of our Share Management
Plan, with the excess being applied to fund the share employee
compensation trust described below.

Accenture Share Employee Compensation Trust

In order to preserve Accentures partnership culture and
sense of stewardship, we created a share employee compensation
trust (the SECT) 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 2004, the Board of Directors of Accenture
Ltd authorized an additional $150 million for use in
open-market purchases of Accenture Ltd Class A common
shares. At August 31, 2004, the SECT had $31 million
of previously authorized contributions available for share
purchases. In addition, as of August 31, 2004 and in
accordance with the prior direction from the Board of Directors
of Accenture Ltd, $31 million of transaction fees paid by
our partners, former partners and their permitted transferees
participating in our Share Management Plan transactions have
been made available for use toward open-market purchases of
Accenture Ltd Class A common shares. As of August 31,
2004, the SECT and its predecessor had purchased an aggregate of
29 million Accenture Ltd Class A common shares in
open-market purchases.

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. We refer to the parties to the
voting agreement, other than Accenture Ltd, as covered
persons.

The Accenture Ltd shares covered by 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 prior to the initial
public offering of the Accenture Ltd Class A common shares
in July 2001 and (3) any Accenture Ltd Class A common
shares if they are received from us while a partner or in
connection with becoming a partner or otherwise acquired if the
acquisition is required by us. We refer to the shares covered by
the voting agreement as covered shares. Accenture
Ltd Class A common shares purchased by a covered person in
the open market or, subject to certain limitations, in an
underwritten public offering, generally are not subject to the
voting agreement. When a covered person ceases to be an employee
of Accenture, the covered shares held by that covered person
will no longer be subject to the voting provisions of the voting
agreement described below under Voting.

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

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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 are 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 are
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.

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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.

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 will 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.



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

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| |       
| | ------
| | 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 and not otherwise excluded by action or decision of
the partner matter representatives described under
Accenture Ltd Voting Agreement Administration and
Resolution of Disputes below 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.

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

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Administration and Resolution of Disputes

The terms and provisions of the voting agreement are
administered by the partners representatives, which consist of
persons 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. Persons
not party to the voting agreement are not 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;   
|
| |  | 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

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

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.

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.

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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. The SCA Partners Committee reviews the transfer rights
agreement on an ongoing basis and, at least once every four
years, considers whether to propose amendments to, or the
termination of, the agreement.



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



| |                                          
| | -----------------------------------------
| | 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. Persons not party to the transfer rights
agreement are not beneficiaries of the provisions of the
transfer rights agreement.

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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 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 of
Accenture Ltd 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.

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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, which
consist of persons 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.



| |            
| | -----------
| | 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

77



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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.

Partner Liquidity Arrangements

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 Salomon Smith Barney, Inc. (SSB) to secure
personal loans to all Accenture partners and former partners
(not including any of our directors or 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.

Transactions with Directors

Berthold von Schimmelmann is employed by Accenture at an
annual salary of approximately $63,000.
Mr. von Schimmelmann is the son of Wulf
von Schimmelmann, one of our outside directors.

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ITEM 14.     PRINCIPAL ACCOUNTING
FEES AND SERVICES

The following table describes fees for professional audit
services rendered by KPMG LLP, Accenture Ltds principal
accountant, for the audit of our annual financial statements for
the years ended August 31, 2004 and August 31, 2003, and
fees billed for other services rendered by KPMG LLP during
those periods.

|                      |  |                |       |  |      |   |       | 
|--------------------- |  | -------------- | ----- |  | ---- | - | ----- | 
|Type of Fee           |  | 2004           |       |  | 2003 |  
|                      |  |                |       |  |      |  
|                      |  |               
|                      |  | (in thousands) |      
|Audit Fees(1)         |  | $              | 6,425 |  |      | $ | 4,715 | 
|Audit Related Fees(2) |  |                | 2,742 |  |      |   | 2,299 | 
|Tax Fees(3)           |  |                | 652   |  |      |   | 752   | 
|All Other Fees(4)     |  |                | 130   |  |      |   | 618   | 
|                      |  |                |       |  |      |  
|Total                 |  | $              | 9,949 |  |      | $ | 8,384 | 
|                      |  |                |       |  |      |  



---

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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 LLP
    for the audit of Accenture Ltds and Accenture SCAs
    annual financial statements and review of financial statements
    included in Accentures Forms 10-Q and Form 10-K.                                                                                                                                                                                                   
|(2) | Audit Related Fees include the aggregate fees
    paid by Accenture during the fiscal year indicated for assurance
    and related services by KPMG LLP that are reasonably related to
    the performance of the audit or review of Accenture Ltds
    and Accenture SCA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
    related 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 KPMG LLP 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 LLP, 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 LLPs engagement to conduct the audit of Accenture Ltd
was approved by the Audit Committee on November 12, 2003.
Additionally, each permissible non-audit engagement or
relationship between Accenture and KPMG LLP 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 LLP 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 LLP.

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|         |                                        
|-------- | ---------------------------------------
|ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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



|   |                                                                                                                                                                
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | Financial Statements as of August 31, 2004 and
    August 31, 2003 and for the three years ended
    August 31, 2004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)).
|        | 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).                                                                                                                                                                               
|        | 10 | .5  |         | Articles of Association of Accenture SCA
    (incorporated by reference to Exhibit 10.2 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. Cole, Coughlan, Frerichs, Friedman, Green, McGrath,
    Rohleder and Scrivner and Ms. Comerford (incorporated by
    reference to Exhibit 10.10 to the June 8, 2001 S-1/A).                                                                        

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|        |    |     |         |                                                                                                                                                                                                                                                      
|------- | -- | --- | ------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |    |     |        
|Number  |    |     | Exhibit
|        |    |     |        
|        | 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 (incorporated by
    reference to Exhibit 10.8 to the November 30, 2001
    10-Q).                                                                                         
|        | 10 | .15 |         | 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 | .16 |         | 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 | .17 |         | 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 | .18 |         | 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 | .19 |         | 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 | .20 |         | Form of Accenture SCA Common Agreement
    (incorporated by reference to Exhibit 10.23 to the
    April 26, 2002 Form S-1/A).                                                                                                                        
|        | 21 | .1  |         | Subsidiaries of the Registrant (filed herewith).                                                                                                                                                                                                     
|        | 23 | .1  |         | Consent of KPMG LLP (filed herewith).                                                                                                                                                                                                                
|        | 23 | .2  |         | Consent of KPMG 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 Rules 13a-14(a) and 15d-14(a), 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 Rules 13a-14(a) and 15d-14(a), 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 (filed
    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
    (filed herewith).                                                                  
|        | 99 | .1  |         | Accenture Ltd 2001 Employee Share Purchase Plan
    Financial Statements (filed herewith).                                                                                                                                                           

81



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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 4, 2004
by the undersigned, thereunto duly authorized.



| |              
| | -------------
| | ACCENTURE LTD



| |     |                     
| | --- | --------------------
| | By: | /s/ WILLIAM D. GREEN

| |                               
| | ------------------------------
| |                               
| | Name: William D. Green        
| | Title: Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints William
D. Green, Michael G. McGrath 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, 2004 (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 4, 2004
by the following persons on behalf of the Registrant and in the
capacities indicated.

|                                       |  |                                                                         |  | 
|-------------------------------------- |  | ----------------------------------------------------------------------- |  | 
|                                       |  |                                                                        
|Signature                              |  | Title                                                                  
|                                       |  |                                                                        
|                                      
|/s/ JOE W. FOREHANDJoe W. Forehand     |  | Chairman of the Board                                                  
|                                      
|/s/ WILLIAM D. GREENWilliam D. Green   |  | Chief Executive Officer and
    Director  (principal executive officer)
|                                      
|/s/ STEVEN A. BALLMERSteven A. Ballmer |  | Director                                                               

82



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|                                               |  |                                                                                 |  | 
|---------------------------------------------- |  | ------------------------------------------------------------------------------- |  | 
|                                               |  |                                                                                
|Signature                                      |  | Title                                                                          
|                                               |  |                                                                                
|                                              
|/s/ DINA DUBLONDina Dublon                     |  | Director                                                                       
|                                              
|/s/ JOEL P. FRIEDMANJoel P. Friedman           |  | Director                                                                       
|                                              
|/s/ DENNIS F. HIGHTOWERDennis F. Hightower     |  | Director                                                                       
|                                              
|/s/ WILLIAM L. KIMSEYWilliam L. Kimsey         |  | Director                                                                       
|                                              
|/s/ ROBERT I. LIPPRobert 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/ CARLOS VIDALCarlos Vidal                   |  | Director                                                                       
|                                              
|/s/ WULF VON SCHIMMELMANNWulf von Schimmelmann |  | Director                                                                       
|                                              
|/s/ MICHAEL G. MCGRATHMichael G. McGrath       |  | Chief Financial Officer  (principal
    financial officer)                     
|                                              
|/s/ ANTHONY G. COUGHLANAnthony G. Coughlan     |  | Principal Accounting Officer and
    Controller  (principal accounting officer)

83



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ACCENTURE LTD

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

|                                                                                                                                   |                                                                           |      |     |     | 
|---------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------- | ---- | --- | --- | 
|                                                                                                                                   |                                                                           | Page |    
|                                                                                                                                   |                                                                           |      |    
|Report of Independent Registered Public
    Accounting Firm                                                                        |                                                                           |      | F-2 |    
|Consolidated Financial Statements as of
    August 31, 2004 and August 31, 2003 and for the three
    years ended August 31, 2004: |                                                                           |      |     |    
|                                                                                                                                   | Consolidated Balance Sheets                                               |      |     | F-3 | 
|                                                                                                                                   | Consolidated Income Statements                                            |      |     | F-4 | 
|                                                                                                                                   | Consolidated Shareholders Equity and
    Comprehensive Income Statements |      |     | F-5 | 
|                                                                                                                                   | Consolidated Cash Flows Statements                                        |      |     | F-7 | 
|Notes to Consolidated Financial Statements                                                                                         |                                                                           |      | F-8 |    

F-1



---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders 
 Accenture Ltd:

We have audited the accompanying consolidated balance sheets of
Accenture Ltd and its subsidiaries as of August 31, 2004
and 2003, and the related consolidated statements of income,
shareholders equity and comprehensive income, and cash
flows for each of the years in the three-year period ended
August 31, 2004. 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 the standards of the
Public Company Accounting Oversight Board (United States). 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, 2004 and 2003, and the results of their
operations and their cash flows for each of the years in the
three-year period ended August 31, 2004, in conformity with
U.S. generally accepted accounting principles.

/s/ KPMG LLP





F-2



---



##### Table of Contents



ACCENTURE LTD

CONSOLIDATED BALANCE SHEETS

August 31, 2004 and 2003

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


|                                               |                                                                                                                                                                                                            |                               |           |           |           |   |           |           |           | 
|---------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------- | --------- | --------- | --------- | - | --------- | --------- | --------- | 
|                                               |                                                                                                                                                                                                            | 2004                          |           |           | 2003      |  
|                                               |                                                                                                                                                                                                            |                               |           |           |           |  
|ASSETS                                         |                                                                                                                                                                                                            |                               |           |           |           |   |           |          
|CURRENT ASSETS:                                |                                                                                                                                                                                                            |                               |           |           |           |   |           |          
|                                               | Cash and cash equivalents                                                                                                                                                                                  |                               | $         | 2,552,958 |           |   | $         | 2,332,161 |          
|                                               | Restricted cash                                                                                                                                                                                            |                               |           |          |           |   |           | 83,280    |          
|                                               | Short-term investments                                                                                                                                                                                     |                               |           | 285,288   |           |   |           |          |          
|                                               | Receivables from clients, net                                                                                                                                                                              |                               |           | 1,662,211 |           |   |           | 1,416,153 |          
|                                               | Unbilled services                                                                                                                                                                                          |                               |           | 1,014,870 |           |   |           | 828,515   |          
|                                               | Deferred income taxes, net                                                                                                                                                                                 |                               |           | 105,636   |           |   |           | 147,040   |          
|                                               | Other current assets                                                                                                                                                                                       |                               |           | 475,426   |           |   |           | 230,062   |          
|                                               |                                                                                                                                                                                                            |                               |           |           |           |  
|                                               |                                                                                                                                                                                                            | Total current assets          |           |           | 6,096,389 |   |           |           | 5,037,211 | 
|                                               |                                                                                                                                                                                                            |                               |           |           |           |  
|NON-CURRENT ASSETS:                            |                                                                                                                                                                                                            |                               |           |           |           |   |           |          
|                                               | Unbilled services                                                                                                                                                                                          |                               |           | 211,705   |           |   |           | 132,522   |          
|                                               | Investments                                                                                                                                                                                                |                               |           | 340,121   |           |   |           | 33,330    |          
|                                               | Property and equipment, net                                                                                                                                                                                |                               |           | 643,946   |           |   |           | 650,455   |          
|                                               | Goodwill                                                                                                                                                                                                   |                               |           | 214,482   |           |   |           | 188,659   |          
|                                               | Deferred income taxes, net                                                                                                                                                                                 |                               |           | 309,045   |           |   |           | 326,286   |          
|                                               | Other non-current assets                                                                                                                                                                                   |                               |           | 171,991   |           |   |           | 90,777    |          
|                                               |                                                                                                                                                                                                            |                               |           |           |           |  
|                                               |                                                                                                                                                                                                            | Total non-current assets      |           |           | 1,891,290 |   |           |           | 1,422,029 | 
|                                               |                                                                                                                                                                                                            |                               |           |           |           |  
|TOTAL ASSETS                                   |                                                                                                                                                                                                            | $                             | 7,987,679 |           |           | $ | 6,459,240 |          
|                                               |                                                                                                                                                                                                            |                               |           |           |           |  
|LIABILITIES AND SHAREHOLDERS
    EQUITY       |                                                                                                                                                                                                            |                               |           |           |           |   |           |          
|CURRENT LIABILITIES:                           |                                                                                                                                                                                                            |                               |           |           |           |   |           |          
|                                               | Short-term bank borrowings                                                                                                                                                                                 |                               | $         | 20,103    |           |   | $         | 43,500    |          
|                                               | Current portion of long-term debt                                                                                                                                                                          |                               |           | 11,612    |           |   |           | 2,662     |          
|                                               | Accounts payable                                                                                                                                                                                           |                               |           | 523,931   |           |   |           | 573,201   |          
|                                               | Deferred revenues                                                                                                                                                                                          |                               |           | 980,461   |           |   |           | 676,841   |          
|                                               | Accrued payroll and related benefits                                                                                                                                                                       |                               |           | 1,508,126 |           |   |           | 974,319   |          
|                                               | Income taxes payable                                                                                                                                                                                       |                               |           | 795,948   |           |   |           | 671,026   |          
|                                               | Deferred income taxes, net                                                                                                                                                                                 |                               |           | 42,744    |           |   |           | 22,390    |          
|                                               | Other accrued liabilities                                                                                                                                                                                  |                               |           | 530,059   |           |   |           | 344,384   |          
|                                               |                                                                                                                                                                                                            |                               |           |           |           |  
|                                               |                                                                                                                                                                                                            | Total current liabilities     |           |           | 4,412,984 |   |           |           | 3,308,323 | 
|                                               |                                                                                                                                                                                                            |                               |           |           |           |  
|NON-CURRENT LIABILITIES:                       |                                                                                                                                                                                                            |                               |           |           |           |   |           |          
|                                               | Long-term debt                                                                                                                                                                                             |                               |           | 2,161     |           |   |           | 13,955    |          
|                                               | Retirement obligation                                                                                                                                                                                      |                               |           | 532,307   |           |   |           | 575,973   |          
|                                               | Deferred income taxes, net                                                                                                                                                                                 |                               |           | 18,769    |           |   |           | 3,572     |          
|                                               | Other non-current liabilities                                                                                                                                                                              |                               |           | 608,689   |           |   |           | 801,781   |          
|                                               |                                                                                                                                                                                                            |                               |           |           |           |  
|                                               |                                                                                                                                                                                                            | Total non-current liabilities |           |           | 1,161,926 |   |           |           | 1,395,281 | 
|                                               |                                                                                                                                                                                                            |                               |           |           |           |  
|MINORITY INTEREST                              |                                                                                                                                                                                                            |                               | 940,963   |           |           |   | 924,094   |          
|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, 591,496,780 and
    458,628,873 shares issued as of August 31, 2004 and 2003,
    respectively                |                               |           | 13        |           |   |           | 10        |          
|                                               | Class X common shares, par value $0.0000225
    per share, 1,000,000,000 shares authorized, 365,324,882 and
    508,723,411 shares issued and outstanding as of August 31,
    2004 and 2003, respectively |                               |           | 9         |           |   |           | 11        |          
|                                               | Restricted share units (related to Class A
    common shares) 28,278,704 and 43,901,292 units issued and
    outstanding as of August 31, 2004 and 2003, respectively                                      |                               |           | 475,240   |           |   |           | 669,860   |          
|                                               | Deferred compensation                                                                                                                                                                                      |                               |           | (150,777  | )         |   |           | (112,251  | )        
|                                               | Additional paid-in capital                                                                                                                                                                                 |                               |           | 1,643,652 |           |   |           | 1,501,136 |          
|                                               | Treasury shares, at cost, 6,098,122 and 5,229,487
    shares at August 31, 2004 and 2003, respectively                                                                                                     |                               |           | (132,313  | )         |   |           | (88,198   | )        
|                                               | Treasury shares owned by Accenture Ltd Share
    Employee Compensation Trust, at cost, 13,120,050 and 18,081,800
    shares at August 31, 2004 and 2003, respectively                                      |                               |           | (296,894  | )         |   |           | (308,878  | )        
|                                               | Retained earnings/(deficit)                                                                                                                                                                                |                               |           | 46,636    |           |   |           | (641,915  | )        
|                                               | Accumulated other comprehensive loss                                                                                                                                                                       |                               |           | (113,760  | )         |   |           | (188,233  | )        
|                                               |                                                                                                                                                                                                            |                               |           |           |           |  
|                                               |                                                                                                                                                                                                            | Total shareholders equity    |           |           | 1,471,806 |   |           |           | 831,542   | 
|                                               |                                                                                                                                                                                                            |                               |           |           |           |  
|TOTAL LIABILITIES AND SHAREHOLDERS
    EQUITY |                                                                                                                                                                                                            | $                             | 7,987,679 |           |           | $ | 6,459,240 |          
|                                               |                                                                                                                                                                                                            |                               |           |           |           |  

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

F-3



---



##### Table of Contents



ACCENTURE LTD

CONSOLIDATED INCOME STATEMENTS

For the Years Ended August 31, 2004, 2003 and 2002

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


|                                            |                                                   |                                               |                          |            |            |            |             |            |            |            |               |            |            |            | 
|------------------------------------------- | ------------------------------------------------- | --------------------------------------------- | ------------------------ | ---------- | ---------- | ---------- | ----------- | ---------- | ---------- | ---------- | ------------- | ---------- | ---------- | ---------- | 
|                                            |                                                   | 2004                                          |                          |            | 2003       |            |             | 2002       |           
|                                            |                                                   |                                               |                          |            |            |            |             |            |           
|REVENUES:                                   |                                                   |                                               |                          |            |            |            |             |            |            |            |               |           
|                                            | Revenues before reimbursements                    |                                               | $                        | 13,673,563 |            |            | $           | 11,817,999 |            |            | $             | 11,574,269 |           
|                                            | Reimbursements                                    |                                               |                          | 1,440,019  |            |            |             | 1,579,241  |            |            |               | 1,530,755  |           
|                                            |                                                   |                                               |                          |            |            |            |             |            |           
|                                            |                                                   | Revenues                                      |                          |            | 15,113,582 |            |             |            | 13,397,240 |            |               |            | 13,105,024 |           
|OPERATING EXPENSES:                         |                                                   |                                               |                          |            |            |            |             |            |            |            |               |           
|                                            | Cost of services:                                 |                                               |                          |            |            |            |             |            |            |            |               |            |           
|                                            |                                                   | Cost of services before reimbursable expenses |                          |            | 9,057,246  |            |             |            | 7,508,059  |            |               |            | 6,896,975  |           
|                                            |                                                   | Reimbursable expenses                         |                          |            | 1,440,019  |            |             |            | 1,579,241  |            |               |            | 1,530,755  |           
|                                            |                                                   |                                               |                          |            |            |            |             |            |           
|                                            |                                                   | Cost of services                              |                          |            | 10,497,265 |            |             |            | 9,087,300  |            |               |            | 8,427,730  |           
|                                            | Sales and marketing                               |                                               |                          | 1,488,333  |            |            |             | 1,458,484  |            |            |               | 1,565,616  |           
|                                            | General and administrative costs                  |                                               |                          | 1,340,467  |            |            |             | 1,319,567  |            |            |               | 1,615,703  |           
|                                            | Restructuring and reorganization costs (benefits) |                                               |                          | 28,891     |            |            |             | (19,346    | )          |            |               | 110,524    |           
|                                            |                                                   |                                               |                          |            |            |            |             |            |           
|                                            |                                                   |                                               | Total operating expenses |            |            | 13,354,956 |             |            |            | 11,846,005 |               |            |            | 11,719,573 | 
|                                            |                                                   |                                               |                          |            |            |            |             |            |           
|OPERATING INCOME                            |                                                   |                                               | 1,758,626                |            |            |            | 1,551,235   |            |            |            | 1,385,451     |           
|Gain (loss) on investments, net             |                                                   |                                               | 3,397                    |            |            |            | 10,123      |            |            |            | (321,127      | )         
|Interest income                             |                                                   |                                               | 59,939                   |            |            |            | 41,130      |            |            |            | 46,185        |           
|Interest expense                            |                                                   |                                               | (22,044                  | )          |            |            | (21,016     | )          |            |            | (48,864       | )         
|Other income                                |                                                   |                                               | 160                      |            |            |            | 31,754      |            |            |            | 14,993        |           
|Equity in losses of affiliates              |                                                   |                                               | (1,508                   | )          |            |            | (409        | )          |            |            | (9,080        | )         
|                                            |                                                   |                                               |                          |            |            |            |             |            |           
|INCOME BEFORE INCOME TAXES                  |                                                   |                                               | 1,798,570                |            |            |            | 1,612,817   |            |            |            | 1,067,558     |           
|Provision for income taxes                  |                                                   |                                               | 575,543                  |            |            |            | 566,099     |            |            |            | 491,071       |           
|                                            |                                                   |                                               |                          |            |            |            |             |            |           
|INCOME BEFORE MINORITY INTEREST             |                                                   |                                               | 1,223,027                |            |            |            | 1,046,718   |            |            |            | 576,487       |           
|Minority interest                           |                                                   |                                               | (532,199                 | )          |            |            | (548,480    | )          |            |            | (331,592      | )         
|                                            |                                                   |                                               |                          |            |            |            |             |            |           
|NET INCOME                                  |                                                   | $                                             | 690,828                  |            |            | $          | 498,238     |            |            | $          | 244,895       |           
|                                            |                                                   |                                               |                          |            |            |            |             |            |           
|Weighted Average Class A Common
    Shares: |                                                   |                                               |                          |            |            |            |             |            |            |            |               |           
|Basic                                       |                                                   |                                               | 553,298,104              |            |            |            | 468,592,110 |            |            |            | 425,941,809   |           
|Diluted                                     |                                                   |                                               | 1,002,813,443            |            |            |            | 996,754,596 |            |            |            | 1,023,789,546 |           
|Earnings Per Class A Common
    Share:      |                                                   |                                               |                          |            |            |            |             |            |            |            |               |           
|Basic                                       |                                                   | $                                             | 1.25                     |            |            | $          | 1.06        |            |            | $          | 0.57          |           
|Diluted                                     |                                                   | $                                             | 1.22                     |            |            | $          | 1.05        |            |            | $          | 0.56          |           

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

F-4



---



##### Table of Contents



ACCENTURE LTD

CONSOLIDATED SHAREHOLDERS EQUITY AND COMPREHENSIVE
INCOME STATEMENTS

For the Years Ended August 31, 2004, 2003 and 2002

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


|                                                                                                                  |                                             |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |         |   |              |           |          |         |  |        |         |   |   |          |         |   |   |           |         |  | 
|----------------------------------------------------------------------------------------------------------------- | ------------------------------------------- | ---------------------------------------------------------------------------------- | - | ------- |  | --- | ------- | - |  | ---------------- | ------- | ------ | ------ | - | ---------- | --- |  |  | -------- | ------- | - | ------------ | --------- | -------- | ------- |  | ------ | ------- | - | - | -------- | ------- | - | - | --------- | ------- |  | 
|                                                                                                                  |                                             |                                                                                    |   |         |  |     |         |   |  |                  |         |       
|                                                                                                                  |                                             |                                                                                    |   | Class A |  |     | Class X |   |  | Restricted Share |         |        |        |   |           
|                                                                                                                  |                                             |                                                                                    |   | Common  |  |     | Common  |   |  | Units Common     |         |        |        |   |           
|                                                                                                                  |                                             |                                                                                    |   | Shares  |  |     | Shares  |   |  | Shares           |         |        |        |   |           
|                                                                                                                  |                                             |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   | Additional |    
|                                                                                                                  |                                             | Preferred                                                                          |   |         |  | No. |         |   |  |                  | No.     |        |        |   |            | No. |  |  | Deferred |         |   | Paid-in      |          
|                                                                                                                  |                                             | Shares                                                                             |   | $       |  |     | Shares  |   |  | $                |         |        | Shares |   |            | $   |  |  | Shares   |         |   | Compensation |           |          | Capital | 
|                                                                                                                  |                                             |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |         |   |              |           |          |         | 
|Balance at August 31, 2001                                                                                        |                                             | $                                                                                  |  |         |  | $   | 8       |   |  |                  | 343,307 |        |        | $ | 13         |     |  |  | 591,161  |         |   | $            | 1,012,869 |          |         |  | 69,826 |         |   | $ | (19,026  | )       |   | $ | 832,731   |        
|Comprehensive income                                                                                              |                                             |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |         |   |              |           |          |         |  |        |         |   |   |          |         |   |   |           |        
|                                                                                                                  | Net income                                  |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |         |   |              |           |          |         |  |        |         |   |   |          |         |   |   |           |         | 
|                                                                                                                  | Other comprehensive income (loss):          |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |         |   |              |           |          |         |  |        |         |   |   |          |         |   |   |           |         | 
|                                                                                                                  |                                             | Unrealized gains on marketable securities, net of
    reclassification adjustments |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |         |   |              |           |          |         |  |        |         |   |   |          |         |   |   |           |         |  | 
|                                                                                                                  |                                             | 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 Class A common shares                                                                                |                                             |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |         |   |              |           |          |         |  |        |         |   |   |          |         |   |   |           |        
|Stock-based compensation expense                                                                                  |                                             |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |         |   |              |           |          |         |  |        |         |   |   | 55,081   |         |   |   | (354      | )      
|Redemption of partners SCA Class I
    common shares                                                             |                                             |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |         |   |              |           |          |         |  |        |         |   |   |          |         |   |   | (11,943   | )      
|Issuance of Class A common shares:                                                                                |                                             |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |         |   |              |           |          |         |  |        |         |   |   |          |         |   |   |           |        
|                                                                                                                  | At carryover basis to minority shareholders |                                                                                    |   |         |  |     |         | 2 |  |                  |         | 68,247 |        |   |            |     |  |  |          | (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   | 
|                                                                                                                  | Foundations                                 |                                                                                    |   |         |  |     |         |   |  |                  |         | 1,690  |        |   |            |     |  |  |          |         |   |              |           |          |         |  |        |         |   |   |          |         |   |   |           |         | 
|                                                                                                                  | Restricted share units                      |                                                                                    |   |         |  |     |         |   |  |                  |         | 10,022 |        |   |            |     |  |  |          |         |   |              |           | (67,558  | )       |  |        | (6,532  | ) |   |          | (98,092 | ) |   |           | 142,168 | 
|                                                                                                                  | For acquisitions                            |                                                                                    |   |         |  |     |         |   |  |                  |         | 1,259  |        |   |            |     |  |  |          |         |   |              |           |          |         |  |        |         |   |   |          |         |   |   |           | 31,350  | 
|                                                                                                                  | Transaction fees                            |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |         |   |              |           |          |         |  |        |         |   |   |          |         |   |   |           | 1,780   | 
|Minority interest                                                                                                 |                                             |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |         |   |              |           |          |         |  |        |         |   |   |          |         |   |   | 182,060   |        
|                                                                                                                  |                                             |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |         |   |              |           |          |         |  |       
|Balance at August 31, 2002.                                                                                       |                                             |                                                                                    |  |         |  |     | 10      |   |  |                  | 433,696 |        |        |   | 13         |     |  |  | 524,094  |         |   |              | 945,311   |          |         |  | 63,294 |         |   |   | (62,037  | )       |   |   | 1,399,608 |        
|Comprehensive income                                                                                              |                                             |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |         |   |              |           |          |         |  |        |         |   |   |          |         |   |   |           |        
|Net income                                                                                                        |                                             |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |         |   |              |           |          |         |  |        |         |   |   |          |         |   |   |           |        
|                                                                                                                  | Other comprehensive income (loss):          |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |         |   |              |           |          |         |  |        |         |   |   |          |         |   |   |           |         | 
|                                                                                                                  |                                             | Unrealized gains on marketable securities, net of
    reclassification adjustments |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |         |   |              |           |          |         |  |        |         |   |   |          |         |   |   |           |         |  | 
|                                                                                                                  |                                             | 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 Class A common shares                                                                                |                                             |                                                                                    |   |         |  |     |         |   |  |                  | (3,221  | )      |        |   |            |     |  |  |          |         |   |              |           |          |         |  |        |         |   |   |          |         |   |   | (53,389   | )      
|Transfer of shares for issuance to employees                                                                      |                                             |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |         |   |              |           |          |         |  |        |         |   |   |          |         |   |   |           |        
|Stock-based compensation expense                                                                                  |                                             |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |         |   |              |           |          |         |  |        |         |   |   | 48,970   |         |   |   | 2,645     |        
|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 |        |   |            |     |  |  |          |         |   |              |           | (275,451 | )       |  |        | (19,393 | ) |   |          | (99,184 | ) |   |           | 110,213 | 
|                                                                                                                  | Transaction fees                            |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |         |   |              |           |          |         |  |        |         |   |   |          |         |   |   |           | 13,477  | 
|Contract termination                                                                                              |                                             |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |         |   |              |           |          |         |  |        |         |   |   |          |         |   |   |           |        
|Stock option expense                                                                                              |                                             |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |         |   |              |           |          |         |  |        |         |   |   |          |         |   |   | 954       |        
|Minority interest                                                                                                 |                                             |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |         |   |              |           |          |         |  |        |         |   |   |          |         |   |   | 133,061   |        
|                                                                                                                  |                                             |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |         |   |              |           |          |         |  |       
|Balance at August 31, 2003                                                                                        |                                             | $                                                                                  |  |         |  | $   | 10      |   |  |                  | 458,629 |        |        | $ | 11         |     |  |  | 508,723  |         |   | $            | 669,860   |          |         |  | 43,901 |         |   | $ | (112,251 | )       |   | $ | 1,501,136 |        

[Additional columns below]

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

|                                                                                                                 |                                             |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |            |         |  |   |          |          |          |   |          |         |          |  
|---------------------------------------------------------------------------------------------------------------- | ------------------------------------------- | ---------------------------------------------------------------------------------- | -------- | ------- | ----------- |  | ------- | -------- | --- | ----------- | -------- | -------- |  | --------- | ------------- | - | ------------- | - | ---------- | ------- |  | - | -------- | -------- | -------- | - | -------- | ------- | -------- | -
|                                                                                                                 |                                             |                                                                                    |          |         |             |  |         |          |     |            
|                                                                                                                 |                                             | Treasury                                                                           |          |         | Treasury    |  |         |          |     |             |          |         
|                                                                                                                 |                                             | Shares                                                                             |          |         | SharesSECT |  |         |          |     | Accumulated |          |          | 
|                                                                                                                 |                                             |                                                                                    |          |         |             |  |         | Retained |     |             | Other    |          |  |          
|                                                                                                                 |                                             |                                                                                    |          | No.     |             |  |         |          | No. |             |          | Earnings |  |           | Comprehensive |   |               |  
|                                                                                                                 |                                             | $                                                                                  |          |         | Shares      |  |         | $        |     |             | Shares   |          |  | (Deficit) |               |   | Income (Loss) |   |            | Total   | 
|                                                                                                                 |                                             |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |            |         | 
|Balance at August 31, 2001                                                                                       |                                             | $                                                                                  |         |         |             |  |        |          |     | $           |         |          |  |           |              |   |               | $ | (1,435,310 | )       |  | $ | (108,634 | )        |          | $ | 282,651  |        
|Comprehensive income                                                                                             |                                             |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |            |         |  |   |          |          |          |   |          |        
|                                                                                                                 | Net income                                  |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |            | 244,895 |  |   |          |          |          |   |          | 244,895 |         
|                                                                                                                 | Other comprehensive income (loss):          |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |            |         |  |   |          |          |          |   |          |         |         
|                                                                                                                 |                                             | Unrealized gains on marketable securities, net of
    reclassification adjustments |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |            |         |  |   |          |          | 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 Class A common shares                                                                               |                                             |                                                                                    | (327,417 | )       |             |  | (14,968 | )        |     |             | (221,110 | )        |  |           | (12,562       | ) |               |   |            |         |  |   |          |          |          |   | (548,527 | )      
|Stock-based compensation expense                                                                                 |                                             |                                                                                    | 2        |         |             |  | (1      | )        |     |             |          |          |  |           |               |   |               |   |            |         |  |   |          |          |          |   | 54,729   |        
|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   |         
|                                                                                                                 | Foundations                                 |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |            |         |  |   |          |          |          |   |          |        |         
|                                                                                                                 | Restricted share units                      |                                                                                    |          | 21,523  |             |  |         | 1,039    |     |             |          |          |  |           |               |   |               |   |            |         |  |   |          |          |          |   |          | (1,959  | )       
|                                                                                                                 | For acquisitions                            |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |            |         |  |   |          |          |          |   |          | 31,350  |         
|                                                                                                                 | Transaction fees                            |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |            |         |  |   |          |          |          |   |          | 1,780   |         
|Minority interest                                                                                                |                                             |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |            |         |  |   |          |          |          |   | 182,060  |        
|                                                                                                                 |                                             |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |            |         | 
|Balance at August 31, 2002.                                                                                      |                                             |                                                                                    | (315,486 | )       |             |  | (13,727 | )        |     |             | (221,110 | )        |  |           | (12,562       | ) |               |   | (1,190,415 | )       |  |   | (80,432  | )        |          |   | 475,462  |        
|Comprehensive income                                                                                             |                                             |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |            |         |  |   |          |          |          |   |          |        
|Net income                                                                                                       |                                             |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   | 498,238    |         |  |   |          |          |          |   | 498,238  |        
|                                                                                                                 | Other comprehensive income (loss):          |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |            |         |  |   |          |          |          |   |          |         |         
|                                                                                                                 |                                             | Unrealized gains on marketable securities, net of
    reclassification adjustments |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |            |         |  |   |          |          | 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 Class A 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         |   |               |   |            |         |  |   |          |          |          |   |         |        
|Stock-based compensation expense                                                                                 |                                             |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |            |         |  |   |          |          |          |   | 51,615   |        
|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   |     |             |          |          |  |           |               |   |               |   |            |         |  |   |          |          |          |   |          |        |         
|                                                                                                                 | Transaction fees                            |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |            |         |  |   |          |          |          |   |          | 13,477  |         
|Contract termination                                                                                             |                                             |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   | 1,707      |         |  |   |          |          |          |   | 1,707    |        
|Stock option expense                                                                                             |                                             |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |            |         |  |   |          |          |          |   | 954      |        
|Minority interest                                                                                                |                                             |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |            |         |  |   |          |          |          |   | 133,061  |        
|                                                                                                                 |                                             |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |            |         | 
|Balance at August 31, 2003                                                                                       |                                             | $                                                                                  | (88,198  | )       |             |  | (5,229  | )        |     | $           | (308,878 | )        |  |           | (18,082       | ) |               | $ | (641,915   | )       |  | $ | (188,233 | )        |          | $ | 831,542  |        

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


F-5



---



##### Table of Contents



ACCENTURE LTD

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

For the Years Ended August 31, 2004, 2003 and 2002

(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. |  |  | Deferred |   |  | Paid-in      |        
|                                                                                                                  |                                      | Shares                                                                             |   | $       |  |     | Shares  |   |  | $                |         |        | Shares |   |            | $   |  |  | Shares   |   |  | Compensation |         |          | Capital | 
|                                                                                                                  |                                      |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |   |  |              |         |          |         | 
|Comprehensive income                                                                                              |                                      |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |   |  |              |         |          |         |  |        |         |   |   |          |         |   |   |            |          
|                                                                                                                  | Net income                           |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |   |  |              |         |          |         |  |        |         |   |   |          |         |   |   |            |           | 
|                                                                                                                  | Other comprehensive income (loss):   |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |   |  |              |         |          |         |  |        |         |   |   |          |         |   |   |            |           | 
|                                                                                                                  |                                      | Unrealized gains on marketable securities, net of
    reclassification adjustments |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |   |  |              |         |          |         |  |        |         |   |   |          |         |   |   |            |           |  | 
|                                                                                                                  |                                      | Foreign currency translation adjustments                                           |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |   |  |              |         |          |         |  |        |         |   |   |          |         |   |   |            |           |  | 
|                                                                                                                  |                                      | Minimum pension liability adjustment                                               |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |   |  |              |         |          |         |  |        |         |   |   |          |         |   |   |            |           |  | 
|                                                                                                                  | Other comprehensive income (loss)    |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |   |  |              |         |          |         |  |        |         |   |   |          |         |   |   |            |           | 
|Comprehensive income                                                                                              |                                      |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |   |  |              |         |          |         |  |        |         |   |   |          |         |   |   |            |          
|Income tax benefit on stock-based compensation
    plans                                                          |                                      |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |   |  |              |         |          |         |  |        |         |   |   |          |         |   |   | 30,235     |          
|Contract termination                                                                                              |                                      |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |   |  |              |         |          |         |  |        |         |   |   |          |         |   |   |            |          
|Purchases of Class A common shares                                                                                |                                      |                                                                                    |   |         |  |     |         |   |  |                  | (3,157  | )      |        |   |            |     |  |  |          |   |  |              |         |          |         |  |        |         |   |   |          |         |   |   | (79,491    | )        
|Transfer of shares from SECT                                                                                      |                                      |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |   |  |              |         |          |         |  |        |         |   |   |          |         |   |   |            |          
|Stock-based compensation expense                                                                                  |                                      |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |   |  |              |         |          |         |  |        |         |   |   | 59,434   |         |   |   | 1,052      |          
|Purchases/redemptions of Accenture SCA
    Class I common shares and Canada Holdings Inc. exchangeable
    shares |                                      |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   | (2         | )   |  |  | (143,398 | ) |  |              |         |          |         |  |        |         |   |   |          |         |   |   | (3,089,264 | )        
|Issuance of Class A common shares:                                                                                |                                      |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |   |  |              |         |          |         |  |        |         |   |   |          |         |   |   |            |          
|                                                                                                                  | Employee share purchase plan         |                                                                                    |   |         |  |     |         |   |  |                  |         | 4,777  |        |   |            |     |  |  |          |   |  |              |         |          |         |  |        |         |   |   |          |         |   |   |            | 76,227    | 
|                                                                                                                  | Employee stock options               |                                                                                    |   |         |  |     |         |   |  |                  |         | 7,141  |        |   |            |     |  |  |          |   |  |              |         |          |         |  |        |         |   |   |          |         |   |   |            | 95,913    | 
|                                                                                                                  | Restricted share units               |                                                                                    |   |         |  |     |         |   |  |                  |         | 11,151 |        |   |            |     |  |  |          |   |  |              |         | (194,620 | )       |  |        | (15,622 | ) |   |          | (97,960 | ) |   |            | 153,242   | 
|                                                                                                                  | In September 2003 secondary offering |                                                                                    |   |         |  |     |         | 2 |  |                  |         | 69,695 |        |   |            |     |  |  |          |   |  |              |         |          |         |  |        |         |   |   |          |         |   |   |            | 1,421,873 | 
|                                                                                                                  | In May 2004 secondary offering       |                                                                                    |   |         |  |     |         | 1 |  |                  |         | 43,261 |        |   |            |     |  |  |          |   |  |              |         |          |         |  |        |         |   |   |          |         |   |   |            | 988,172   | 
|Transactions fees                                                                                                 |                                      |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |   |  |              |         |          |         |  |        |         |   |   |          |         |   |   | 25,519     |          
|Minority interest                                                                                                 |                                      |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |   |  |              |         |          |         |  |        |         |   |   |          |         |   |   | 519,038    |          
|                                                                                                                  |                                      |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |   |  |              |         |          |         |  |       
|Balance at August 31, 2004                                                                                        |                                      | $                                                                                  |  |         |  | $   | 13      |   |  |                  | 591,497 |        |        | $ | 9          |     |  |  | 365,325  |   |  | $            | 475,240 |          |         |  | 28,279 |         |   | $ | (150,777 | )       |   | $ | 1,643,652  |          
|                                                                                                                  |                                      |                                                                                    |   |         |  |     |         |   |  |                  |         |        |        |   |            |     |  |  |          |   |  |              |         |          |         |  |       

[Additional columns below]

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

|                                                                                                                 |                                      |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |        |         |        |   |          |        |        |   |            |           |        | 
|---------------------------------------------------------------------------------------------------------------- | ------------------------------------ | ---------------------------------------------------------------------------------- | -------- | ------- | ----------- |  | ------- | -------- | --- | ----------- | -------- | -------- |  | --------- | ------------- | - | ------------- | - | ------ | ------- | ------ | - | -------- | ------ | ------ | - | ---------- | --------- | ------ | 
|                                                                                                                 |                                      |                                                                                    |          |         |             |  |         |          |     |            
|                                                                                                                 |                                      | Treasury                                                                           |          |         | Treasury    |  |         |          |     |             |          |         
|                                                                                                                 |                                      | Shares                                                                             |          |         | SharesSECT |  |         |          |     | Accumulated |          |          | 
|                                                                                                                 |                                      |                                                                                    |          |         |             |  |         | Retained |     |             | Other    |          |  |          
|                                                                                                                 |                                      |                                                                                    |          | No.     |             |  |         |          | No. |             |          | Earnings |  |           | Comprehensive |   |               |  
|                                                                                                                 |                                      | $                                                                                  |          |         | Shares      |  |         | $        |     |             | Shares   |          |  | (Deficit) |               |   | Income (Loss) |   |        | Total   |       
|                                                                                                                 |                                      |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |        |         |       
|Comprehensive income                                                                                             |                                      |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |        |         |        |   |          |        |        |   |            |          
|                                                                                                                 | Net income                           |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |        | 690,828 |        |   |          |        |        |   |            | 690,828   |       
|                                                                                                                 | Other comprehensive income (loss):   |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |        |         |        |   |          |        |        |   |            |           |       
|                                                                                                                 |                                      | Unrealized gains on marketable securities, net of
    reclassification adjustments |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |        |         |        |   |          |        | 1,585  |   |            |           | 1,585  | 
|                                                                                                                 |                                      | Foreign currency translation adjustments                                           |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |        |         |        |   |          |        | 44,312 |   |            |           | 44,312 | 
|                                                                                                                 |                                      | Minimum pension liability adjustment                                               |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |        |         | (4,350 | ) |          |        | 28,576 |   |            |           | 24,226 | 
|                                                                                                                 |                                      |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |        |         |       
|                                                                                                                 | Other comprehensive income (loss)    |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |        |         |        |   |          | 74,473 |        |   |            |           |       
|                                                                                                                 |                                      |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |        |         |       
|Comprehensive income                                                                                             |                                      |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |        |         |        |   |          |        |        |   | 760,951    |          
|Income tax benefit on stock-based compensation
    plans                                                         |                                      |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |        |         |        |   |          |        |        |   | 30,235     |          
|Contract termination                                                                                             |                                      |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   | 2,073  |         |        |   |          |        |        |   | 2,073      |          
|Purchases of Class A common shares                                                                               |                                      |                                                                                    | (103,910 | )       |             |  | (4,081  | )        |     |             | (201,326 | )        |  |           | (8,413        | ) |               |   |        |         |        |   |          |        |        |   | (384,727   | )        
|Transfer of shares from SECT                                                                                     |                                      |                                                                                    | (213,310 | )       |             |  | (13,375 | )        |     |             | 213,310  |          |  |           | 13,375        |   |               |   |        |         |        |   |          |        |        |   |           |          
|Stock-based compensation expense                                                                                 |                                      |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |        |         |        |   |          |        |        |   | 60,486     |          
|Purchases/redemption of Accenture SCA
    Class I common shares and Canada Holdings Inc. exchangeable
    shares |                                      |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |        |         |        |   |          |        |        |   | (3,089,266 | )        
|Issuance of Class A common shares:                                                                               |                                      |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |        |         |        |   |          |        |        |   |            |          
|                                                                                                                 | Employee share purchase plan         |                                                                                    |          | 58,463  |             |  |         | 3,358    |     |             |          |          |  |           |               |   |               |   |        |         |        |   |          |        |        |   |            | 134,690   |       
|                                                                                                                 | Employee stock options               |                                                                                    |          | 75,304  |             |  |         | 4,573    |     |             |          |          |  |           |               |   |               |   |        |         |        |   |          |        |        |   |            | 171,217   |       
|                                                                                                                 | Restricted share units               |                                                                                    |          | 139,338 |             |  |         | 8,656    |     |             |          |          |  |           |               |   |               |   |        |         |        |   |          |        |        |   |            |          |       
|                                                                                                                 | In September 2003 secondary offering |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |        |         |        |   |          |        |        |   |            | 1,421,875 |       
|                                                                                                                 | In May 2004 secondary offering       |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |        |         |        |   |          |        |        |   |            | 988,173   |       
|Transactions fees                                                                                                |                                      |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |        |         |        |   |          |        |        |   | 25,519     |          
|Minority interest                                                                                                |                                      |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |        |         |        |   |          |        |        |   | 519,038    |          
|                                                                                                                 |                                      |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |        |         |       
|Balance at August 31, 2004                                                                                       |                                      | $                                                                                  | (132,313 | )       |             |  | (6,098  | )        |     | $           | (296,894 | )        |  |           | (13,120       | ) |               | $ | 46,636 |         |        | $ | (113,760 | )      |        | $ | 1,471,806  |          
|                                                                                                                 |                                      |                                                                                    |          |         |             |  |         |          |     |             |          |          |  |           |               |   |               |   |        |         |       

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

F-6



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##### Table of Contents



ACCENTURE LTD

CONSOLIDATED CASH FLOWS STATEMENTS

For the Years Ended August 31, 2004, 2003 and 2002

(In thousands of U.S. dollars)


|                                                         |                                                                                           |                                                   |                                                                 |                                           |         |          |           |          |         |          |           |          |          |          |            |  
|-------------------------------------------------------- | ----------------------------------------------------------------------------------------- | ------------------------------------------------- | --------------------------------------------------------------- | ----------------------------------------- | ------- | -------- | --------- | -------- | ------- | -------- | --------- | -------- | -------- | -------- | ---------- | -
|                                                         |                                                                                           | 2004                                              |                                                                 |                                           | 2003    |          |           | 2002     |        
|                                                         |                                                                                           |                                                   |                                                                 |                                           |         |          |           |          |        
|CASH FLOWS FROM OPERATING
    ACTIVITIES:                |                                                                                           |                                                   |                                                                 |                                           |         |          |           |          |         |          |           |         
|                                                         | Net income                                                                                |                                                   | $                                                               | 690,828                                   |         |          | $         | 498,238  |         |          | $         | 244,895  |         
|                                                         | Adjustments to reconcile net income to net cash
    provided by operating activities     |                                                   |                                                                 |                                           |         |          |           |          |         |          |           |          |         
|                                                         |                                                                                           | Depreciation and amortization                     |                                                                 |                                           | 257,080 |          |           |          | 237,205 |          |           |          | 285,361  |         
|                                                         |                                                                                           | Reorganization benefits                           |                                                                 |                                           | (78,365 | )        |           |          | (19,346 | )        |           |          |         |         
|                                                         |                                                                                           | (Gains) losses on investments, net                |                                                                 |                                           | (3,397  | )        |           |          | (10,123 | )        |           |          | 321,127  |         
|                                                         |                                                                                           | Losses on disposal of property and equipment, net |                                                                 |                                           | 8,596   |          |           |          | 2,826   |          |           |          | 20,679   |         
|                                                         |                                                                                           | Stock-based compensation expense                  |                                                                 |                                           | 60,486  |          |           |          | 51,615  |          |           |          | 54,729   |         
|                                                         |                                                                                           | Deferred income taxes, net                        |                                                                 |                                           | 92,864  |          |           |          | 53,781  |          |           |          | (138,740 | )       
|                                                         |                                                                                           | Minority interest                                 |                                                                 |                                           | 532,199 |          |           |          | 548,480 |          |           |          | 331,592  |         
|                                                         |                                                                                           | Other items, net                                  |                                                                 |                                           | (121    | )        |           |          | 1,711   |          |           |          | 6,229    |         
|                                                         |                                                                                           | Change in assets and liabilities                 |                                                                 |                                           |         |          |           |          |         |          |           |          |          |         
|                                                         |                                                                                           |                                                   | (Increase) decrease in receivables from clients,
    net        |                                           |         | (182,998 | )         |          |         | 23,444   |           |          |          | 207,240  |           
|                                                         |                                                                                           |                                                   | (Increase) decrease in other current assets                     |                                           |         | (208,802 | )         |          |         | 79,381   |           |          |          | (31,133  | )         
|                                                         |                                                                                           |                                                   | Increase in unbilled services, current and
    non-current      |                                           |         | (222,428 | )         |          |         | (26,603  | )         |          |          | (78,948  | )         
|                                                         |                                                                                           |                                                   | Increase in other non-current assets                            |                                           |         | (84,703  | )         |          |         | (26,402  | )         |          |          | (8,544   | )         
|                                                         |                                                                                           |                                                   | (Decrease) increase in accounts payable                         |                                           |         | (65,486  | )         |          |         | 106,704  |           |          |          | 34,419   |           
|                                                         |                                                                                           |                                                   | Increase (decrease) in deferred revenues                        |                                           |         | 275,371  |           |          |         | 88,365   |           |          |          | (246,807 | )         
|                                                         |                                                                                           |                                                   | Increase (decrease) in accrued payroll and
    related benefits |                                           |         | 498,293  |           |          |         | (203,187 | )         |          |          | (1,887   | )         
|                                                         |                                                                                           |                                                   | Increase (decrease) in income taxes payable                     |                                           |         | 143,229  |           |          |         | 250,599  |           |          |          | (55,468  | )         
|                                                         |                                                                                           |                                                   | Increase (decrease) in other accrued
    liabilities            |                                           |         | 162,675  |           |          |         | (127,444 | )         |          |          | 175,352  |           
|                                                         |                                                                                           |                                                   | (Decrease) increase in other non-current
    liabilities        |                                           |         | (119,372 | )         |          |         | 15,101   |           |          |          | (29,786  | )         
|                                                         |                                                                                           |                                                   |                                                                 |                                           |         |          |           |          |        
|                                                         |                                                                                           |                                                   |                                                                 | Net cash provided by operating activities |         |          | 1,755,949 |          |         |          | 1,544,345 |          |          |          | 1,090,310  |  
|                                                         |                                                                                           |                                                   |                                                                 |                                           |         |          |           |          |        
|CASH FLOWS FROM INVESTING
    ACTIVITIES:                |                                                                                           |                                                   |                                                                 |                                           |         |          |           |          |         |          |           |         
|                                                         | Proceeds from sales of investments                                                        |                                                   |                                                                 | 421,003                                   |         |          |           | 103,790  |         |          |           | 16,233   |         
|                                                         | Proceeds from sales of property and equipment                                             |                                                   |                                                                 | 11,026                                    |         |          |           | 18,768   |         |          |           | 68,309   |         
|                                                         | Purchases of businesses and investments, net of
    cash acquired                         |                                                   |                                                                 | (31,662                                   | )       |          |           | (19,833  | )       |          |           | (69,743  | )       
|                                                         | Purchases of available-for-sale investments                                               |                                                   |                                                                 | (1,014,998                                | )       |          |           |         |         |          |           |         |         
|                                                         | Purchases of property and equipment                                                       |                                                   |                                                                 | (281,986                                  | )       |          |           | (211,565 | )       |          |           | (262,831 | )       
|                                                         |                                                                                           |                                                   |                                                                 |                                           |         |          |           |          |        
|                                                         |                                                                                           |                                                   |                                                                 | Net cash used in investing activities     |         |          | (896,617  | )        |         |          | (108,840  | )        |          |          | (248,032   | )
|                                                         |                                                                                           |                                                   |                                                                 |                                           |         |          |           |          |        
|CASH FLOWS FROM FINANCING
    ACTIVITIES:                |                                                                                           |                                                   |                                                                 |                                           |         |          |           |          |         |          |           |         
|                                                         | Distribution of partners pre-incorporation
    income                                    |                                                   |                                                                 |                                          |         |          |           |         |         |          |           | (765,631 | )       
|                                                         | Payment of retirement benefits to former
    pre-incorporation partners                   |                                                   |                                                                 | (30,606                                   | )       |          |           | (44,714  | )       |          |           | (28,708  | )       
|                                                         | Contract termination payment                                                              |                                                   |                                                                 |                                          |         |          |           | (147,569 | )       |          |           |         |         
|                                                         | Proceeds from issuance of common shares                                                   |                                                   |                                                                 | 2,741,474                                 |         |          |           | 256,084  |         |          |           | 123,644  |         
|                                                         | Purchase of common shares                                                                 |                                                   |                                                                 | (3,459,934                                | )       |          |           | (560,414 | )       |          |           | (560,718 | )       
|                                                         | Proceeds from issuance of long-term debt                                                  |                                                   |                                                                 | 799                                       |         |          |           | 2,006    |         |          |           | 8,476    |         
|                                                         | Repayments of long-term debt                                                              |                                                   |                                                                 | (4,058                                    | )       |          |           | (5,953   | )       |          |           | (2,017   | )       
|                                                         | Proceeds from issuance of short-term bank
    borrowings                                  |                                                   |                                                                 | 96,851                                    |         |          |           | 116,978  |         |          |           | 364,552  |         
|                                                         | Repayments of short-term bank borrowings                                                  |                                                   |                                                                 | (115,491                                  | )       |          |           | (135,449 | )       |          |           | (501,836 | )       
|                                                         | Decrease (increase) in restricted cash of
    Accenture Share Employee Compensation Trust |                                                   |                                                                 | 83,280                                    |         |          |           | (3,835   | )       |          |           | (79,445  | )       
|                                                         |                                                                                           |                                                   |                                                                 |                                           |         |          |           |          |        
|                                                         |                                                                                           |                                                   |                                                                 | Net cash used in financing activities     |         |          | (687,685  | )        |         |          | (522,866  | )        |          |          | (1,441,683 | )
|                                                         | Effect of exchange rate changes on cash and cash
    equivalents                          |                                                   |                                                                 | 49,150                                    |         |          |           | 102,546  |         |          |           | 36,298   |         
|                                                         |                                                                                           |                                                   |                                                                 |                                           |         |          |           |          |        
|NET INCREASE (DECREASE) IN CASH AND CASH
    EQUIVALENTS |                                                                                           |                                                   | 220,797                                                         |                                           |         |          | 1,015,185 |          |         |          | (563,107  | )       
|CASH AND CASH EQUIVALENTS,beginning of period            |                                                                                           |                                                   | 2,332,161                                                       |                                           |         |          | 1,316,976 |          |         |          | 1,880,083 |         
|                                                         |                                                                                           |                                                   |                                                                 |                                           |         |          |           |          |        
|CASH AND CASH EQUIVALENTS,end of period                  |                                                                                           | $                                                 | 2,552,958                                                       |                                           |         | $        | 2,332,161 |          |         | $        | 1,316,976 |         
|                                                         |                                                                                           |                                                   |                                                                 |                                           |         |          |           |          |        
|Supplemental cash flow information                       |                                                                                           |                                                   |                                                                 |                                           |         |          |           |          |         |          |           |         
|                                                         | Interest paid                                                                             |                                                   | $                                                               | 21,970                                    |         |          | $         | 20,117   |         |          | $         | 32,876   |         
|                                                         | Income taxes paid                                                                         |                                                   | $                                                               | 387,450                                   |         |          | $         | 255,219  |         |          | $         | 716,578  |         

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

F-7



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##### Table of Contents



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 $13,673,563 of revenues before reimbursements in fiscal
2004. As of August 31, 2004, we had more than 100,000
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.

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 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 38% and 52% at
August 31, 2004 and 2003, 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.

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

F-8



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##### Table of Contents



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

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


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 reporting 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 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 consolidated financial
statements in the period in which they are first identified.
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 as the services are performed and
amounts are earned in accordance with SEC Staff Accounting
Bulletin No. 101 (SAB 101), Revenue
Recognition in Financial Statements, as amended by SAB
104, Revenue Recognition. 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 represent 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 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 and involve
complex delivery, often through multiple workforces in different
countries. In a number of these arrangements, we hire client
employees and become responsible for certain 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, as amended by SAB 104. 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.

In November 2002, the Emerging Issues Task Force
(EITF) issued a final consensus on Issue 00-21,
Accounting for Revenue Arrangements with Multiple
Deliverables (Issue 00-21). In May 2003,
the EITF issued additional interpretive guidance regarding the
application of Issue 00-21. Issue 00-21, which
provides guidance on how and when to recognize revenues on
arrangements requiring delivery of more than one product or
service, is effective prospectively for arrangements

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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)


entered into in fiscal periods beginning after June 15,
2003. Effective September 1, 2003, Accenture adopted
Issue 00-21 on a prospective basis.

Revenues related to new revenue arrangements with multiple
elements signed after August 31, 2003 are allocated to each
element based on the lesser of the elements relative fair
value or the amount that is not contingent on future delivery of
another element. Revenues allocated to separate elements are
recognized for each separate element in accordance with
Accentures accounting policy for revenues described above.
If the amount of non-contingent revenues allocated to a
delivered element is less than the costs to deliver such
services, then such costs are deferred and recognized in future
periods when the revenue becomes non-contingent. The adoption of
Issue 00-21 reduced revenues by approximately $44,000 and
reduced operating income by approximately $41,000 in fiscal 2004.

For contracts signed on or before August 31, 2003, 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 have value
on a stand-alone basis, fair value of the separate elements
exists and, in arrangements that include a general right of
refund relative to the delivered element, performance of the
undelivered element is considered probable and substantially in
our control. While determining fair value and identifying
separate elements requires judgment, generally fair value and
the separate elements are readily identifiable as we also sell
those elements unaccompanied by other elements.

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, 2004 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. Revenues before reimbursements include the margin
earned on computer hardware and software as well as revenue from
alliance agreements. 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 $401,266, $390,803 and
$433,566 in fiscal 2004, fiscal 2003 and fiscal 2002,
respectively. Research and development and advertising costs are
expensed as incurred. Research and development costs were
$271,943, $250,374 and $234,558 in fiscal 2004, fiscal 2003 and
fiscal 2002, respectively. Advertising costs were $61,932,
$69,544 and $74,722 in fiscal 2004, fiscal 2003 and fiscal 2002,
respectively. The Provision for doubtful accounts was ($641),
($20,243) and $80,100 in fiscal 2004, fiscal 2003 and fiscal
2002, respectively. The related Allowance for doubtful accounts
was $40,687 and $37,663 at August 31, 2004 and 2003,
respectively.

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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)


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 $1,033, $32,025 and
$9,832 in fiscal 2004, fiscal 2003 and fiscal 2002, respectively.

Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents consist of all cash balances and
liquid investments with original maturities of three months or
less, including time deposits and certificates of deposit of
$893,248 and $521,056 at August 31, 2004 and 2003,
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 at August 31, 2003 represented cash
available for the public market share repurchase program, which
is currently conducted through the Accenture Share Employee
Compensation Trust (SECT).

Client Receivables and Allowance for Doubtful Accounts

Accenture carries its client receivables at their face amounts
less an allowance for doubtful accounts. On a periodic basis,
the Company evaluates its receivables and establishes the
allowance for doubtful accounts based on historical experience
and other currently available information.

Investments

All liquid investments with a maturity greater than
90 days, but less than one year, are considered to be
short-term investments. Investments with a maturity greater than
one year are considered to be long-term investments. Marketable
short- and long-term investments are classified and accounted
for as available-for-sale. Available-for-sale investments are
reported at fair value with unrealized gains and losses recorded
as a separate component of Accumulated other comprehensive
income (loss) in shareholders equity until realized.
Interest and amortization of premiums and discounts for debt
securities are included in interest income. Realized gains and
losses on securities are determined based on the FIFO method and
are included in Gain (loss) on investments, net. The
Company does not hold these investments for speculative or
trading purposes.

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.

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.

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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)


Foreign Exchange Instruments

In the normal course of business, Accenture uses derivative
financial instruments to manage foreign currency exchange rate
risk. We hedge material cash flow exposures when feasible using
forward and/or option 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 forward or option
contracts that are of a long-term nature. Credit risk is managed
through careful selection and ongoing evaluation of the
financial institutions utilized as counterparties. Substantially
all of Accentures financial instruments are recorded at
estimated fair value or amounts that approximate fair value.

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

Short-term Financial Assets and Liabilities

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

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 33 years | 
|Leasehold improvements                    |  | Term of lease, 15 years maximum
|Computers, related equipment and software |  |                                 | 2 to 7 years   | 
|Furniture and fixtures                    |  |                                 | 5 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 groups 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.

Employee Stock-Based Compensation Awards

Accenture follows the intrinsic value method in accordance with
Accounting Principles Board Opinion No. 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

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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)


plans. Had compensation cost for the Companys employee
stock option and employee share purchase plans been determined
based on fair value at the grant date consistent with SFAS
No. 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:

|                                           |                                                                                                                                                                           |      |         |         |      |   |         |         |   |   |         |          |  
|------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | ------- | ------- | ---- | - | ------- | ------- | - | - | ------- | -------- | -
|                                           |                                                                                                                                                                           | 2004 |         |         | 2003 |   |         | 2002    |  
|                                           |                                                                                                                                                                           |      |         |         |      |   |         |         |  
|Net income as reported                     |                                                                                                                                                                           | $    | 690,828 |         |      | $ | 498,238 |         |   | $ | 244,895 |         
|                                           | Add: Stock-based compensation expense already
    included in net income as reported, net of tax and minority
    interest                                                |      |         | 31,446  |      |   |         | 22,279  |   |   |         | 21,253   |  
|                                           | Deduct: Pro forma employee compensation cost
    related to stock options, restricted share units and employee
    share purchase plans, net of tax and minority interest |      |         | (85,545 | )    |   |         | (83,015 | ) |   |         | (126,344 | )
|                                           |                                                                                                                                                                           |      |         |         |      |   |         |         |  
|Pro forma net income                       |                                                                                                                                                                           | $    | 636,729 |         |      | $ | 437,502 |         |   | $ | 139,804 |         
|                                           |                                                                                                                                                                           |      |         |         |      |   |         |         |  
|Basic earnings per Class A common share:   |                                                                                                                                                                           |      |         |         |      |   |         |         |   |   |         |         
|                                           | As reported                                                                                                                                                               |      | $       | 1.25    |      |   | $       | 1.06    |   |   | $       | 0.57     |  
|                                           | Pro forma                                                                                                                                                                 |      | $       | 1.15    |      |   | $       | 0.93    |   |   | $       | 0.33     |  
|Diluted earnings per Class A common share: |                                                                                                                                                                           |      |         |         |      |   |         |         |   |   |         |         
|                                           | As reported                                                                                                                                                               |      | $       | 1.22    |      |   | $       | 1.05    |   |   | $       | 0.56     |  
|                                           | Pro forma                                                                                                                                                                 |      | $       | 1.12    |      |   | $       | 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:

|                         |  |          |      |      |          |  |      |          |      |  |          |   |  |          |      |   |          |  |      |   |  |  |      |  
|------------------------ |  | -------- | ---- | ---- | -------- |  | ---- | -------- | ---- |  | -------- | - |  | -------- | ---- | - | -------- |  | ---- | - |  |  | ---- | -
|                         |  |          |      |      |          | 
|                         |  | 2004     |      |      | 2003     |  |      | 2002     |     
|                         |  |          |      |      |          |  |      |          |     
|                         |  |          |      | 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  |  |          | 3.58 | %    |          |  | 3.29 | %        |      |  | 3.33     | % |  |          | 2.89 | % |          |  | 4.59 | % |  |  | 3.35 | %
|Expected volatility      |  |          | 44   | %    |          |  | 44   | %        |      |  | 50       | % |  |          | 50   | % |          |  | 50   | % |  |  | 50   | %
|Expected dividend yield  |  |          | 0    | %    |          |  | 0    | %        |      |  | 0        | % |  |          | 0    | % |          |  | 0    | % |  |  | 0    | %

|                             |  |      |      |   |      |  |      |      |  |  |      |  
|---------------------------- |  | ---- | ---- | - | ---- |  | ---- | ---- |  |  | ---- | -
|Employee Share Purchase Plan |  | 2004 |      |   | 2003 |  |      | 2002 | 
|                             |  |      |      |   |      |  |      |      | 
|Expected life (in years)     |  |      | 0.5  |   |      |  | 0.5  |      |  |  | 0.5  |  
|Risk-free interest rate      |  |      | 1.10 | % |      |  | 1.50 | %    |  |  | 2.50 | %
|Expected volatility          |  |      | 45   | % |      |  | 50   | %    |  |  | 50   | %
|Expected dividend yield      |  |      | 0    | % |      |  | 0    | %    |  |  | 0    | %

Use of Estimates

The preparation of consolidated 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.

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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)


Reclassifications

Certain amounts reported in previous years have been
reclassified to conform to the fiscal 2004 presentation.

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 countries; therefore, concentrations of
credit risk are limited.

Newly Issued Accounting Standards

In May 2004, the Financial Accounting Standards Board
(FASB) issued FASB Staff Position
(FSP) 106-2, Accounting and Disclosure
Requirements Related to the Medicare Prescription Drug,
Improvement and Modernization Act of 2003. FSP 106-2
applies to the sponsor of a single-employer defined benefit
postretirement health care plan for which: (a) the employer
has concluded that prescription drug benefits available under
the plan to some or all participants for some or all future
years are actuarially equivalent to Medicare
Part D and thus qualify for the subsidy under the Medicare
Prescription Drug, Improvement and Modernization Act of 2003;
and (b) the expected subsidy will offset or reduce the
employers share of the cost of the underlying
postretirement prescription drug coverage on which the subsidy
is based. FSP 106-2 became effective for the Company on
September 1, 2004 and is not expected to have a material
effect on the Company.

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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)


2.     EARNINGS PER SHARE (EPS)

The following table summarizes the information used in computing
basic and diluted earnings per share.

|                                                                            |  |                 |             |  |                 |   |               |                 |  |   |             |  |  |       |             |  |         |   |             |  |  |   |               | 
|--------------------------------------------------------------------------- |  | --------------- | ----------- |  | --------------- | - | ------------- | --------------- |  | - | ----------- |  |  | ----- | ----------- |  | ------- | - | ----------- |  |  | - | ------------- | 
|                                                                            |  |                 |             |  |                 |  
|                                                                            |  | Year ended      |             |  | Year ended      |   |               | Year ended      | 
|                                                                            |  | August 31, 2004 |             |  | August 31, 2003 |   |               | August 31, 2002 | 
|                                                                            |  |                 |             |  |                 |   |               |                 | 
|                                                                            |  | Basic           |             |  | Diluted         |   |               | Basic           |  |   | Diluted     |  |  | Basic |             |  | Diluted |  
|                                                                            |  |                 |             |  |                 |   |               |                 |  |   |             |  |  |       |             |  |         |  
|Net income available for Class A common
    shareholders                    |  | $               | 690,828     |  |                 | $ | 690,828       |                 |  | $ | 498,238     |  |  | $     | 498,238     |  |         | $ | 244,895     |  |  | $ | 244,895       | 
|Minority interest (1)                                                       |  |                 |            |  |                 |   | 529,672       |                 |  |   |            |  |  |       | 549,507     |  |         |   |            |  |  |   | 331,592       | 
|                                                                            |  |                 |             |  |                 |   |               |                 |  |   |             |  |  |       |             |  |         |  
|Net income for per share calculation                                        |  | $               | 690,828     |  |                 | $ | 1,220,500     |                 |  | $ | 498,238     |  |  | $     | 1,047,745   |  |         | $ | 244,895     |  |  | $ | 576,487       | 
|                                                                            |  |                 |             |  |                 |   |               |                 |  |   |             |  |  |       |             |  |         |  
|Basic weighted average Class A common shares                                |  |                 | 553,298,104 |  |                 |   | 553,298,104   |                 |  |   | 468,592,110 |  |  |       | 468,592,110 |  |         |   | 425,941,809 |  |  |   | 425,941,809   | 
|Class A common shares issuable upon
    redemption of minority interest (1) |  |                 |            |  |                 |   | 423,374,821   |                 |  |   |            |  |  |       | 516,037,876 |  |         |   |            |  |  |   | 575,874,473   | 
|Employee compensation related to Class A
    common shares                  |  |                 |            |  |                 |   | 25,843,691    |                 |  |   |            |  |  |       | 11,698,583  |  |         |   |            |  |  |   | 21,595,499    | 
|Employee share purchase plan related to
    Class A common shares           |  |                 |            |  |                 |   | 296,827       |                 |  |   |            |  |  |       | 426,027     |  |         |   |            |  |  |   | 377,765       | 
|                                                                            |  |                 |             |  |                 |   |               |                 |  |   |             |  |  |       |             |  |         |  
|Weighted average Class A common shares                                      |  |                 | 553,298,104 |  |                 |   | 1,002,813,443 |                 |  |   | 468,592,110 |  |  |       | 996,754,596 |  |         |   | 425,941,809 |  |  |   | 1,023,789,546 | 
|                                                                            |  |                 |             |  |                 |   |               |                 |  |   |             |  |  |       |             |  |         |  
|Net income available for Class A common
    shareholders                    |  | $               | 1.25        |  |                 | $ | 1.22          |                 |  | $ | 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.



|   |                                                  
|-- | -------------------------------------------------
|3. | RESTRUCTURING AND REORGANIZATION COSTS (BENEFITS)

In the fourth quarter of fiscal 2002, Accenture recognized
restructuring costs of $110,524 related to a global
consolidation of office space, consisting of $67,112 to
consolidate various locations and $43,412 to abandon the related
fixed assets. At August 31, 2002, the related liability for
restructuring costs was $67,112. This liability was reduced by
payments made in fiscal 2004 and fiscal 2003 of $20,394 and
$33,158, respectively. The liability was also affected by
immaterial changes in lease estimates, imputed interest and
foreign currency translation. The remaining liability at
August 31, 2004 was $24,005, of which $8,631 was classified
as Other accrued liabilities and $15,374 as Other non-current
liabilities, representing the net present value of the estimated
remaining obligations related to existing operating leases.

In the second quarter of fiscal 2004, Accenture recognized
restructuring costs of $107,256, primarily in the United States
and the United Kingdom, consisting of $89,331 to consolidate
various locations and $17,925 to abandon the related fixed
assets. Payments totaling $10,463 were made in fiscal 2004. The
liability was also affected by immaterial changes in lease
estimates, imputed interest and foreign currency translation.
The remaining liability at August 31, 2004 was $78,756, of
which $11,399 was classified as Other accrued liabilities and
$67,357 as Other non-current liabilities,

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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)


representing the net present value of the estimated remaining
obligations related to existing operating leases.

In fiscal 2004 and fiscal 2003, Accenture recorded a net benefit
of $78,365 and $19,346, respectively, primarily resulting from
final determinations of certain reorganization liabilities
established in connection with Accentures transition to a
corporate structure in 2001. The remaining liability at
August 31, 2004 was $454,042, of which $131,832 was
classified as Other accrued liabilities and $322,210 as Other
non-current liabilities. The carrying amount of the
reorganization liabilities was $510,149 at August 31, 2003.
The remaining change in the reorganization liabilities in fiscal
2004 was due to foreign currency translation.



|   |                                              
|-- | ---------------------------------------------
|4. | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

|                                                   |                                                                             |      |          |       |      |   |          |       | 
|-------------------------------------------------- | --------------------------------------------------------------------------- | ---- | -------- | ----- | ---- | - | -------- | ----- | 
|                                                   |                                                                             | 2004 |          |       | 2003 |  
|                                                   |                                                                             |      |          |       |      |  
|Foreign currency translation adjustments           |                                                                             | $    | (22,752  | )     |      | $ | (67,064  | )    
|                                                   |                                                                             |      |          |       |      |  
|Unrealized gains (losses) on securities:           |                                                                             |      |          |       |      |   |          |      
|                                                   | Net unrealized holding gains arising during the
    year                    |      |          | 354   |      |   |          | 1,067 | 
|                                                   | Reclassification adjustments for realized losses
    included in net income |      |          | 1,231 |      |   |          | 2,094 | 
|                                                   |                                                                             |      |          |       |      |  
|                                                   | Net unrealized gains                                                        |      |          | 1,585 |      |   |          | 3,161 | 
|Unrealized losses on securities, beginning of year |                                                                             |      | (1,061   | )     |      |   | (4,222   | )    
|                                                   |                                                                             |      |          |       |      |  
|Net unrealized gains/(losses), end of year         |                                                                             |      | 524      |       |      |   | (1,061   | )    
|Minimum pension liability adjustments, net of tax  |                                                                             |      | (91,532  | )     |      |   | (120,108 | )    
|                                                   |                                                                             |      |          |       |      |  
|Accumulated other comprehensive loss               |                                                                             | $    | (113,760 | )     |      | $ | (188,233 | )    
|                                                   |                                                                             |      |          |       |      |  

5.     PROPERTY AND EQUIPMENT

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

|                                          |  |      |            |   |      |   |            |  
|----------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | -
|                                          |  | 2004 |            |   | 2003 |  
|                                          |  |      |            |   |      |  
|Buildings and land                        |  | $    | 3,206      |   |      | $ | 3,058      |  
|Leasehold improvements                    |  |      | 437,780    |   |      |   | 429,144    |  
|Computers, related equipment and software |  |      | 1,144,252  |   |      |   | 1,060,782  |  
|Furniture and fixtures                    |  |      | 278,208    |   |      |   | 266,617    |  
|Total accumulated depreciation            |  |      | (1,219,500 | ) |      |   | (1,109,146 | )
|                                          |  |      |            |   |      |  
|Property and equipment, net               |  | $    | 643,946    |   |      | $ | 650,455    |  
|                                          |  |      |            |   |      |  

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 percent to
100 percent. The original purchase price for the additional
interest, including assumed liabilities, was $115,000 primarily

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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)


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 may require Accenture 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 certain levels of qualifying
revenues. The allocation of the purchase price to acquired
assets and liabilities, determined in accordance with SFAS
No. 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. In fiscal 2004, Accenture made
payments and accrued for payments due, but not yet remitted, of
$13,018. The remaining potential liability at August 31,
2004 was $174,482.

On December 31, 2001, Accenture increased its ownership
interest in Avanade, Inc. from approximately 50 percent to
78 percent. The original purchase price for the additional
interest was $81,350, of which $31,350 represented 1,259,272
Accenture Ltd Class A common shares and $50,000 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
No. 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 No. 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
No. 142. The Company performed impairment tests of goodwill
as of May 31, 2004 and 2003 and determined that goodwill
was not impaired. A summary of the changes in the carrying
amount of goodwill by reportable 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 | 
|Additions / Adjustments                  |  |           | 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 | 
|Additions / Adjustments                  |  |           | 3,865  |  |           |   | 312    |            |  |   | 232      |  |  |           | 4,369  |  |       |   | 273    |  |  |   | 9,051   | 
|Foreign currency translation adjustments |  |           | 6,819  |  |           |   | 2,847  |            |  |   | 1,491    |  |  |           | 3,309  |  |       |   | 2,306  |  |  |   | 16,772  | 
|                                         |  |           |        |  |           |   |        |            |  |   |          |  |  |           |        |  |       |  
|Ending balance at August 31, 2004        |  | $         | 70,949 |  |           | $ | 43,668 |            |  | $ | 23,242   |  |  | $         | 46,402 |  |       | $ | 30,221 |  |  | $ | 214,482 | 
|                                         |  |           |        |  |           |   |        |            |  |   |          |  |  |           |        |  |       |  

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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)


7.     INVESTMENTS AND FINANCIAL
INSTRUMENTS

Available-for-sale investments held at August 31, 2004 are
as follows:

|                                           |                   |                                          |         |         |            |   |       |            |       |   |            |        |        |   |         |         |         | 
|------------------------------------------ | ----------------- | ---------------------------------------- | ------- | ------- | ---------- | - | ----- | ---------- | ----- | - | ---------- | ------ | ------ | - | ------- | ------- | ------- | 
|                                           |                   | Amortized                                |         |         | Unrealized |   |       | Unrealized |       |   | Estimated  |       
|                                           |                   | Cost                                     |         |         | Gains      |   |       | Losses     |       |   | Fair Value |       
|                                           |                   |                                          |         |         |            |   |       |            |       |   |            |       
|U.S. treasury securities                   |                   | $                                        | 103,950 |         |            | $ | 1,036 |            |       | $ | (163       | )      |        | $ | 104,823 |        
|Asset-backed securities                    |                   |                                          | 149,272 |         |            |   | 104   |            |       |   | (379       | )      |        |   | 148,997 |        
|Corporate debt securities                  |                   |                                          | 355,593 |         |            |   | 500   |            |       |   | (380       | )      |        |   | 355,713 |        
|Foreign government securities              |                   |                                          | 3,098   |         |            |   | 25    |            |       |   | (8         | )      |        |   | 3,115   |        
|                                           |                   |                                          |         |         |            |   |       |            |       |   |            |       
|                                           |                   | Total available-for-sale debt securities |         |         | 611,913    |   |       |            | 1,665 |   |            |        | (930   | ) |         |         | 612,648 | 
|Total available-for-sale equity securities |                   |                                          | 11,944  |         |            |   | 49    |            |       |   | (249       | )      |        |   | 11,744  |        
|                                           |                   |                                          |         |         |            |   |       |            |       |   |            |       
|                                           |                   | Total available-for-sale securities      |         |         | 623,857    |   |       |            | 1,714 |   |            |        | (1,179 | ) |         |         | 624,392 | 
|Other                                      |                   |                                          | 1,028   |         |            |   |      |            |       |   | (11        | )      |        |   | 1,017   |        
|                                           |                   |                                          |         |         |            |   |       |            |       |   |            |       
|                                           | Total investments |                                          | $       | 624,885 |            |   | $     | 1,714      |       |   | $          | (1,190 | )      |   | $       | 625,409 |        
|                                           |                   |                                          |         |         |            |   |       |            |       |   |            |       

At August 31, 2003, the amortized cost, unrealized gains,
unrealized losses and estimated fair value of available-for-sale
investments were $32,221, $18, $1,079 and $31,160, respectively.

The amortized cost and estimated fair value of
available-for-sale investments in debt securities at
August 31, 2004, by contractual maturity, were as follows:

|                                                            |  |           |         |  |            |   |         | 
|----------------------------------------------------------- |  | --------- | ------- |  | ---------- | - | ------- | 
|                                                            |  | Amortized |         |  | Estimated  |  
|                                                            |  | Cost      |         |  | Fair Value |  
|                                                            |  |           |         |  |            |  
|Due in 1 year or less                                       |  | $         | 285,287 |  |            | $ | 285,288 | 
|Due in 1-2 years                                            |  |           | 185,918 |  |            |   | 185,693 | 
|Due in 2-3 years                                            |  |           | 32,877  |  |            |   | 33,037  | 
|Due in 3-4 years                                            |  |           | 33,175  |  |            |   | 33,561  | 
|Due in 4-5 years                                            |  |           | 51,142  |  |            |   | 51,669  | 
|Due after 5 years                                           |  |           | 23,514  |  |            |   | 23,400  | 
|                                                            |  |           |         |  |            |  
|Total investments in available-for-sale debt
    securities |  | $         | 611,913 |  |            | $ | 612,648 | 
|                                                            |  |           |         |  |            |  

In fiscal 2004, proceeds from the sale of available-for-sale
investments were $421,003, with $9,357 and $8,382 in gross
realized gains and gross realized losses, respectively.

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 $5,552
and $32,568 at August 31, 2004 and 2003, respectively. The
negative basis difference is being amortized over three years on
a straight-line basis. Amortization of the negative basis
difference of $27,016, $62,327 and $66,211 was reflected in the
accompanying Consolidated Income Statements in fiscal 2004,
fiscal 2003 and fiscal 2002, respectively.

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##### Table of Contents



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-Than-Temporary Writedowns

In fiscal 2002, Accenture recorded other-than-temporary
impairment writedowns of $325,335, of which $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.

Of the $325,335 of other-than-temporary impairment writedowns,
$211,900 related to the loss Accenture expected to incur on the
sale of substantially all of the minority ownership interests
contained in the Companys venture and investment
portfolio. The Company completed this transaction in fiscal 2003
and retained an immaterial ownership interest in the venture and
investment portfolio.

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:

|                                             |         |          |   |         |       |  |   |          |  |  |       |         |  |  |   |      |  
|-------------------------------------------- | ------- | -------- | - | ------- | ----- |  | - | -------- |  |  | ----- | ------- |  |  | - | ---- | -
|                                             |         |          |   |        
|                                             |         | 2004     |   |         | 2003  | 
|                                             |         |          |   |         |       | 
|                                             |         | Notional |   |         | Fair  |  |   | Notional |  |  | Fair  |        
|                                             |         | Value    |   |         | Value |  |   | Value    |  |  | Value |        
|                                             |         |          |   |         |       |  |   |          |  |  |       |        
|Foreign currency forward exchange contracts: |         |          |   |         |       |  |   |          |  |  |       |         |  |  |   |     
|                                             | To sell |          | $ | 137,230 |       |  | $ | 1,381    |  |  | $     | 210,973 |  |  | $ | (245 | )
|                                             | To buy  |          |   | 313,887 |       |  |   | 904      |  |  |       | 152,035 |  |  |   | (703 | )

8.     BORROWINGS AND
INDEBTEDNESS

Lines of Credit

We have a five-year $1,500,000 syndicated loan facility,
providing unsecured, revolving borrowing capacity for general
working capital purposes, including the issuance of letters of
credit on behalf of Accenture affiliates. Financing is provided
under this facility at the prime rate or at the London Interbank
Offered Rate plus a spread. This facility requires 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
continue to be in compliance with these terms. As of
August 31, 2004, we had no borrowings under the facility
and $66,152 in letters of credit outstanding. The facility is
subject to annual commitment fees.

We also maintain four separate bilateral, uncommitted, unsecured
multicurrency revolving credit facilities. As of August 31,
2004, these facilities provided for up to $251,335 of local
currency financing in countries where we cannot readily access
our syndicated facilities. At August 31, 2004 and 2003, we
had $12,799 and $24,124, respectively, outstanding under these
various facilities and $7,304 and $19,376 of other short-term
borrowings. We also maintain local guaranteed and non-guaranteed
lines of credit. As of August 31, 2004, amounts available under
these facilities totaled $221,594. Interest rate terms on the
bilateral revolving facilities and local lines of credit are at
market rates prevailing in the relevant local markets. The
weighted average interest rate on borrowings under these
multicurrency credit facilities and lines of credit, based on
the average annual

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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)


balances, was approximately 7%, 7% and 8% in fiscal 2004, fiscal
2003 and fiscal 2002, respectively.

9.     INCOME TAXES

The provision for income taxes includes the following:

|                |                      |                                      |         |         |         |   |         |         |         |   |         |          |          |  
|--------------- | -------------------- | ------------------------------------ | ------- | ------- | ------- | - | ------- | ------- | ------- | - | ------- | -------- | -------- | -
|                |                      | 2004                                 |         |         | 2003    |   |         | 2002    |        
|                |                      |                                      |         |         |         |   |         |         |        
|Current taxes:  |                      |                                      |         |         |         |   |         |         |         |   |         |         
|                | U.S. federal         |                                      | $       | 135,510 |         |   | $       | 142,941 |         |   | $       | 241,228  |         
|                | U.S. state and local |                                      |         | 19,359  |         |   |         | 20,420  |         |   |         | 34,461   |         
|                | Non-U.S              |                                      |         | 318,800 |         |   |         | 322,971 |         |   |         | 358,055  |         
|                |                      |                                      |         |         |         |   |         |         |        
|                |                      | Total current tax expense            |         |         | 473,669 |   |         |         | 486,332 |   |         |          | 633,744  |  
|                |                      |                                      |         |         |         |   |         |         |        
|Deferred taxes: |                      |                                      |         |         |         |   |         |         |         |   |         |         
|                | U.S. federal         |                                      |         | 52,399  |         |   |         | 48,523  |         |   |         | (143,035 | )       
|                | U.S. state and local |                                      |         | 7,486   |         |   |         | 6,932   |         |   |         | (20,434  | )       
|                | Non-U.S              |                                      |         | 41,989  |         |   |         | 24,312  |         |   |         | 20,796   |         
|                |                      |                                      |         |         |         |   |         |         |        
|                |                      | Total deferred tax expense (benefit) |         |         | 101,874 |   |         |         | 79,767  |   |         |          | (142,673 | )
|                |                      |                                      |         |         |         |   |         |         |        
|Total           |                      | $                                    | 575,543 |         |         | $ | 566,099 |         |         | $ | 491,071 |         
|                |                      |                                      |         |         |         |   |         |         |        

Deferred income tax expense (benefit) related to the
additional minimum pension liability was $16,217 and ($71,920)
in fiscal 2004 and fiscal 2003, respectively, and was recorded
in Accumulated other comprehensive loss in the Consolidated
Balance Sheet.

Income before income taxes from U.S. sources was $503,257,
$566,896 and $247,271 in fiscal 2004, fiscal 2003 and fiscal
2002, respectively. Income before income taxes from non-U.S.
sources was $1,295,313, $1,045,921 and $820,287 in fiscal 2004,
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:

|                                       |                           |      |      |      |      |  |      |      |   |  |      |      |  
|-------------------------------------- | ------------------------- | ---- | ---- | ---- | ---- |  | ---- | ---- | - |  | ---- | ---- | -
|                                       |                           | 2004 |      |      | 2003 |  |      | 2002 |  
|                                       |                           |      |      |      |      |  |      |      |  
|U.S. federal statutory income tax rate |                           |      | 35.0 | %    |      |  | 35.0 | %    |   |  | 35.0 | %   
|U.S. state and local taxes, net        |                           |      | 1.4  |      |      |  | 1.6  |      |   |  | 1.2  |     
|Non-deductible investment losses       |                           |      | 0.2  |      |      |  |     |      |   |  | 11.7 |     
|Non-U.S. operations                    |                           |      | (3.7 | )    |      |  | (1.6 | )    |   |  | 0.4  |     
|Reorganization benefits                |                           |      | (1.5 | )    |      |  | (0.4 | )    |   |  |     |     
|Other                                  |                           |      | 0.6  |      |      |  | 0.5  |      |   |  | (2.3 | )   
|                                       |                           |      |      |      |      |  |      |      |  
|                                       | Effective income tax rate |      |      | 32.0 | %    |  |      | 35.1 | % |  |      | 46.0 | %
|                                       |                           |      |      |      |      |  |      |      |  

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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)


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

|                          |                                  |                     |         |          |          |   |         |         |          |  
|------------------------- | -------------------------------- | ------------------- | ------- | -------- | -------- | - | ------- | ------- | -------- | -
|                          |                                  | 2004                |         |          | 2003     |  
|                          |                                  |                     |         |          |          |  
|Deferred tax assets:      |                                  |                     |         |          |          |   |         |        
|                          | Pensions                         |                     | $       | 125,567  |          |   | $       | 175,476 |         
|                          | Revenue recognition              |                     |         | 46,387   |          |   |         | 88,174  |         
|                          | Compensation and benefits        |                     |         | 127,318  |          |   |         | 106,961 |         
|                          | Investments                      |                     |         | 40,937   |          |   |         | 37,748  |         
|                          | Tax credit carryforwards         |                     |         | 20,160   |          |   |         | 21,673  |         
|                          | Net operating loss carryforwards |                     |         | 151,663  |          |   |         | 162,271 |         
|                          | Depreciation and amortization    |                     |         | 139,386  |          |   |         | 121,006 |         
|                          | Restructuring costs              |                     |         | 37,005   |          |   |         | 28,029  |         
|                          | Other                            |                     |         | 34,358   |          |   |         | 17,508  |         
|                          |                                  |                     |         |          |          |  
|                          |                                  |                     | 722,781 |          |          |   | 758,846 |        
|                          |                                  | Valuation allowance |         |          | (240,661 | ) |         |         | (258,438 | )
|                          |                                  |                     |         |          |          |  
|                          | Total deferred tax assets        |                     |         | 482,120  |          |   |         | 500,408 |         
|                          |                                  |                     |         |          |          |  
|Deferred tax liabilities: |                                  |                     |         |          |          |   |         |        
|                          | Revenue recognition              |                     |         | (58,263  | )        |   |         | (19,959 | )       
|                          | Depreciation and amortization    |                     |         | (23,934  | )        |   |         | (18,674 | )       
|                          | Restructuring costs              |                     |         | (21,859  | )        |   |         |        |         
|                          | Other                            |                     |         | (24,896  | )        |   |         | (14,411 | )       
|                          |                                  |                     |         |          |          |  
|                          | Total deferred tax liabilities   |                     |         | (128,952 | )        |   |         | (53,044 | )       
|                          |                                  |                     |         |          |          |  
|Net deferred tax assets   |                                  | $                   | 353,168 |          |          | $ | 447,364 |        
|                          |                                  |                     |         |          |          |  

Accenture recorded a valuation allowance of $240,661 and
$258,438 at August 31, 2004 and 2003, 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, 2004
and 2003, respectively, $65,081 and $72,409 of the valuation
allowances related 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, $7,978 and $9,231 of the valuation allowance at
August 31, 2004 and 2003, respectively, relates to tax
attributes, the reversal of which in future years will be
allocated to Additional paid in capital and Retained earnings.

Accenture had net operating loss carryforwards at
August 31, 2004 of $475,043. Of this amount, $318,364
expires at various dates through 2024 and $156,679 has an
indefinite carryforward period. Accenture had tax credit
carryforwards at August 31, 2004 of $20,160, $17,252 of
which will expire at various dates through 2014 and $2,908 of
which will expire between 2015 and 2024.

At August 31, 2004, Accenture had not recognized a deferred
tax liability on $875,442 of undistributed earnings for certain
foreign subsidiaries, because these earnings are intended to be
permanently reinvested. If such earnings were distributed, some
countries may impose withholding

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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)


taxes. It is not practicable to determine the amount of the
related unrecognized deferred income tax liability.

Certain of Accentures subsidiaries income tax
returns are under examination by tax authorities. Accenture does
not believe that any significant additional taxes in excess of
those already provided will arise as a result of the
examinations.

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.

Because of the application of complex U.S. tax rules regarding
attribution of ownership, Accenture met the definition of a
foreign personal holding company in fiscal 2004 and fiscal 2003.
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
did not have any foreign personal holding company income in
fiscal 2004 and fiscal 2003, no such taxes have been provided.

After fiscal 2004, Accenture no longer meets the definition of a
foreign personal holding company, although certain non-U.S.
subsidiaries may still meet the definition through fiscal 2005.

10.     PROFIT SHARING AND
RETIREMENT PLANS

Pension and Other Postretirement Benefits

In the United States and certain other countries, Accenture
maintains and administers retirement plans and postretirement
medical plans for certain active, retired and resigned Accenture
employees. The majority of the plans are non-contributory.
Benefits under the employee retirement plans are primarily based
on years of service and compensation during the years
immediately preceding retirement or termination of participation
in the plan.

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

Accenture uses a June 30 measurement date for the majority
of its U.S. benefit plans and an August 31 measurement date
for the majority of its non-U.S. benefit plans.

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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)


The following tables provide the components of net periodic
pension and postretirement cost for the three-year period ended
August 31, 2004.

|                                        |  |                  |         |          |       |   |        |            |          |   |         |   |  |            |        |   |       |   |         |   |  |   |        |  
|--------------------------------------- |  | ---------------- | ------- | -------- | ----- | - | ------ | ---------- | -------- | - | ------- | - |  | ---------- | ------ | - | ----- | - | ------- | - |  | - | ------ | -
|                                        |  |                 
|                                        |  | Pension Benefits |        
|                                        |  |                  |        
|                                        |  |                  |         |          |       |  
|                                        |  | 2004             |         |          | 2003  |   |        | 2002       |         
|                                        |  |                  |         |          |       |   |        |            |         
|                                        |  |                  |         | 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                            |  | $                | 45,247  |          |       | $ | 34,802 |            |          | $ | 29,215  |   |  | $          | 24,503 |   |       | $ | 28,852  |   |  | $ | 14,925 |  
|Interest cost                           |  |                  | 36,262  |          |       |   | 12,799 |            |          |   | 30,878  |   |  |            | 10,843 |   |       |   | 26,150  |   |  |   | 6,503  |  
|Expected return on plan assets          |  |                  | (24,735 | )        |       |   | (9,932 | )          |          |   | (25,886 | ) |  |            | (6,011 | ) |       |   | (26,171 | ) |  |   | (3,717 | )
|Amortization of transitional obligation |  |                  |        |          |       |   | (213   | )          |          |   | (6      | ) |  |            | (181   | ) |       |   | (10     | ) |  |   | 574    |  
|Amortization of loss/(gain)             |  |                  | 20,673  |          |       |   | 782    |            |          |   | 4,847   |   |  |            | 1,730  |   |       |   | 462     |   |  |   | 368    |  
|Amortization of prior service cost      |  |                  | 2,472   |          |       |   | 90     |            |          |   | 2,267   |   |  |            | 81     |   |       |   | 2,269   |   |  |   |       |  
|Curtailment loss cost                   |  |                  |        |          |       |   |       |            |          |   |        |   |  |            |       |   |       |   | 761     |   |  |   |       |  
|Special termination benefits charge     |  |                  |        |          |       |   | 3,643  |            |          |   |        |   |  |            |       |   |       |   | 1,903   |   |  |   |       |  
|                                        |  |                  |         |          |       |   |        |            |          |   |         |   |  |            |        |   |       |  
|Total                                   |  | $                | 79,919  |          |       | $ | 41,971 |            |          | $ | 41,315  |   |  | $          | 30,965 |   |       | $ | 34,216  |   |  | $ | 18,653 |  
|                                        |  |                  |         |          |       |   |        |            |          |   |         |   |  |            |        |   |       |  

|                                        |  |                |        |          |       |   |       |            |          |   |        |   |  |            |       |  |  |   |        |  
|--------------------------------------- |  | -------------- | ------ | -------- | ----- | - | ----- | ---------- | -------- | - | ------ | - |  | ---------- | ----- |  |  | - | ------ | -
|                                        |  |               
|                                        |  | Other Benefits |       
|                                        |  |                |       
|                                        |  |                |        |          |       |  
|                                        |  | 2004           |        |          | 2003  |   |       | 2002       |         
|                                        |  |                |        |          |       |   |       |            |         
|                                        |  |                |        | Non-U.S. |       |   |       |            | Non-U.S. |   |        |  
|                                        |  | U.S. Plans     |        |          | Plans |   |       | U.S. Plans |          |   | Plans  |   |  | U.S. Plans |      
|                                        |  |                |        |          |       |   |       |            |          |   |        |   |  |            |      
|Components of postretirement expense    |  |                |        |          |       |   |       |            |          |   |        |   |  |            |       |  |  |   |        |  
|Service cost                            |  | $              | 7,263  |          |       | $ | 1,677 |            |          | $ | 7,338  |   |  | $          | 817   |  |  | $ | 5,277  |  
|Interest cost                           |  |                | 5,167  |          |       |   | 1,561 |            |          |   | 5,683  |   |  |            | 799   |  |  |   | 3,824  |  
|Expected return on plan assets          |  |                | (1,424 | )        |       |   |      |            |          |   | (1,406 | ) |  |            |      |  |  |   | (1,380 | )
|Amortization of transitional obligation |  |                | 79     |          |       |   | 204   |            |          |   | 79     |   |  |            | 183   |  |  |   | 79     |  
|Amortization of loss/(gain)             |  |                | 2,401  |          |       |   | 74    |            |          |   | 2,210  |   |  |            | 36    |  |  |   | 686    |  
|Amortization of prior service cost      |  |                | (801   | )        |       |   |      |            |          |   | (251   | ) |  |            |      |  |  |   |       |  
|Curtailment loss cost                   |  |                |       |          |       |   |      |            |          |   |       |   |  |            |      |  |  |   | 83     |  
|Special termination benefits charge     |  |                |       |          |       |   |      |            |          |   |       |   |  |            |      |  |  |   | 759    |  
|                                        |  |                |        |          |       |   |       |            |          |   |        |   |  |            |      
|Total                                   |  | $              | 12,685 |          |       | $ | 3,516 |            |          | $ | 13,653 |   |  | $          | 1,835 |  |  | $ | 9,328  |  
|                                        |  |                |        |          |       |   |       |            |          |   |        |   |  |            |      

The weighted-average assumptions used to determine the net
periodic pension and postretirement expense for the three-year
period ended August 31, 2004 were as follows:

|                                        |  |                  |       |          |                |  |       |            |          |  |       |  |  |            |       |  |       |  |          |            |  |  |       |          |  |            |             |  |       |  |       |            |  |  |             |  |  |  |       |  |  |  |             | 
|--------------------------------------- |  | ---------------- | ----- | -------- | -------------- |  | ----- | ---------- | -------- |  | ----- |  |  | ---------- | ----- |  | ----- |  | -------- | ---------- |  |  | ----- | -------- |  | ---------- | ----------- |  | ----- |  | ----- | ---------- |  |  | ----------- |  |  |  | ----- |  |  |  | ----------- | 
|                                        |  |                  |       |         
|                                        |  | Pension Benefits |       |          | Other Benefits | 
|                                        |  |                  |       |          |                | 
|                                        |  |                  |       |          |                |  |       |            |          |  |       | 
|                                        |  | 2004             |       |          | 2003           |  |       | 2002       |          |  | 2004  |  |  | 2003       |       |  | 2002  | 
|                                        |  |                  |       |          |                |  |       |            |          |  |       |  |  |            |       |  |       | 
|                                        |  |                  |       | Non-U.S. |                |  |       |            | Non-U.S. |  |       |  |  | Non-U.S.   |       |  |       |  | Non-U.S. |            |  |  |       | Non-U.S. |  |            |            
|                                        |  | U.S. Plans       |       |          | Plans          |  |       | U.S. Plans |          |  | Plans |  |  | U.S. Plans |       |  | Plans |  |          | U.S. Plans |  |  | Plans |          |  | U.S. Plans |             |  | Plans |  |       | U.S. Plans | 
|                                        |  |                  |       |          |                |  |       |            |          |  |       |  |  |            |       |  |       |  |          |            |  |  |       |          |  |            |             |  |       |  |       |            | 
|Discount rate                           |  |                  | 6.00% |          |                |  | 4.85% |            |          |  | 7.25% |  |  |            | 4.92% |  |       |  | 7.50%    |            |  |  | 5.19% |          |  |            | 6.00%       |  |       |  | 6.50% |            |  |  | 7.25%       |  |  |  | 6.50% |  |  |  | 7.50%       | 
|Expected rate of return on plan assets  |  |                  | 8.00% |          |                |  | 5.66% |            |          |  | 8.50% |  |  |            | 5.35% |  |       |  | 8.50%    |            |  |  | 5.56% |          |  |            | 8.00%/5.00% |  |       |  | N/A   |            |  |  | 8.00%/5.00% |  |  |  | N/A   |  |  |  | 8.00%/5.00% | 
|Rate of increase in future compensation |  |                  | 4.50% |          |                |  | 3.10% |            |          |  | 5.70% |  |  |            | 3.81% |  |       |  | 8.68%    |            |  |  | 4.93% |          |  |            | N/A         |  |       |  | 4.00% |            |  |  | N/A         |  |  |  | 4.00% |  |  |  | N/A         | 

F-23



---



##### Table of Contents



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 the U.S. defined benefit pension plans, the weighted-average
assumptions in fiscal 2005 include a discount rate of 6.25%, an
expected rate of return on plan assets of 7.50% and a rate of
salary increase of 4.50%. For the non-U.S. defined benefit
pension plans, the weighted-average assumptions in fiscal 2005
include a discount rate of 4.93%, an expected rate of return on
plan assets of 5.19% and a rate of salary increase of 3.16%.

For the U.S. postretirement plans, the weighted-average
assumptions in fiscal 2005 include a discount rate of 6.25% and
an expected rate of return on plan assets of 7.50% and 3.50% for
each of the two plans comprising the U.S. postretirement plans.
For the non-U.S. postretirement plans, the weighted-average
assumptions in fiscal 2005 include a discount rate of 6.75% and
a rate of salary increase of 4.50%.

To develop the expected long-term rate of return on assets
assumption, we considered the historical returns and the future
expectations for returns for each asset class, as well as the
target asset allocation of the asset portfolio. This resulted in
the selection of the 7.50% long-term rate of return on assets
assumption for our U.S. plans. As a result, our estimated U.S.
pension expense in fiscal 2005 incorporates a 50 basis point
reduction in the expected rate of return on plan assets from
8.00% to 7.50%. Our estimated non-U.S. pension expense in fiscal
2005 incorporates a 47 basis point reduction from 5.66% to
5.19%. The decrease in the rate of return on plan assets will
increase pension expense in fiscal 2005 by approximately $4,100.

F-24



---



##### Table of Contents



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 following tables summarize the changes in the benefit
obligation and plan assets, the funded status of the benefit
plans and the major assumptions used to determine these amounts.

|                                                                      |  |                  |          |          |                |   |          |            |          |   |          |   |  |            |         |   |       |   |          |            |  |   |         |   |  |   |         |   |  |   |         |  
|--------------------------------------------------------------------- |  | ---------------- | -------- | -------- | -------------- | - | -------- | ---------- | -------- | - | -------- | - |  | ---------- | ------- | - | ----- | - | -------- | ---------- |  | - | ------- | - |  | - | ------- | - |  | - | ------- | -
|                                                                      |  |                  |          |         
|                                                                      |  | Pension Benefits |          |          | Other Benefits |  
|                                                                      |  |                  |          |          |                |  
|                                                                      |  |                  |          |          |                |   |          |           
|                                                                      |  | 2004             |          |          | 2003           |   |          | 2004       |          |   | 2003     |  
|                                                                      |  |                  |          |          |                |   |          |            |          |   |          |  
|                                                                      |  |                  |          | Non-U.S. |                |   |          |            | Non-U.S. |   |          |   |  | Non-U.S.   |         |   |       |   | Non-U.S. |           
|                                                                      |  | U.S. Plans       |          |          | Plans          |   |          | U.S. Plans |          |   | Plans    |   |  | U.S. Plans |         |   | Plans |   |          | U.S. Plans |  |   | Plans   |  
|                                                                      |  |                  |          |          |                |   |          |            |          |   |          |   |  |            |         |   |       |   |          |            |  |   |         |  
|Changes in benefit obligation                                         |  |                  |          |          |                |   |          |            |          |   |          |   |  |            |         |   |       |   |          |            |  |   |         |   |  |   |         |   |  |   |         |  
|Benefit obligation, beginning of year                                 |  | $                | 609,167  |          |                | $ | 233,446  |            |          | $ | 412,648  |   |  | $          | 147,940 |   |       | $ | 86,868   |            |  | $ | 24,539  |   |  | $ | 78,983  |   |  | $ |        |  
|Adjustment cost                                                       |  |                  |         |          |                |   | 13,002   |            |          |   |         |   |  |            | 2,038   |   |       |   |         |            |  |   |        |   |  |   |        |   |  |   |        |  
|Service cost                                                          |  |                  | 45,247   |          |                |   | 34,802   |            |          |   | 29,215   |   |  |            | 24,503  |   |       |   | 7,263    |            |  |   | 1,677   |   |  |   | 7,338   |   |  |   | 817     |  
|Interest cost                                                         |  |                  | 36,262   |          |                |   | 12,799   |            |          |   | 30,878   |   |  |            | 10,843  |   |       |   | 5,167    |            |  |   | 1,561   |   |  |   | 5,683   |   |  |   | 799     |  
|Amendments                                                            |  |                  |         |          |                |   | 4,322    |            |          |   | 1,529    |   |  |            |        |   |       |   |         |            |  |   |        |   |  |   | (6,462  | ) |  |   |        |  
|Termination benefits                                                  |  |                  |         |          |                |   | 3,643    |            |          |   |         |   |  |            |        |   |       |   |         |            |  |   |        |   |  |   |        |   |  |   |        |  
|Participants contributions                                            |  |                  |         |          |                |   | 3,767    |            |          |   |         |   |  |            | 844     |   |       |   |         |            |  |   |        |   |  |   |        |   |  |   |        |  
|Acquisitions/divestitures/transfers                                   |  |                  |         |          |                |   | 38,863   |            |          |   | 17,613   |   |  |            | 23,453  |   |       |   |         |            |  |   | (2,878  | ) |  |   |        |   |  |   | 18,783  |  
|Curtailment (gain)/loss                                               |  |                  |         |          |                |   |         |            |          |   |         |   |  |            | (8,722  | ) |       |   |         |            |  |   |        |   |  |   |        |   |  |   |        |  
|Actuarial loss/(gain)                                                 |  |                  | 11,646   |          |                |   | (13,262  | )          |          |   | 129,198  |   |  |            | 22,513  |   |       |   | (7,733   | )          |  |   | (774    | ) |  |   | 2,293   |   |  |   | 2,112   |  
|Benefits paid                                                         |  |                  | (10,294  | )        |                |   | (15,691  | )          |          |   | (11,914  | ) |  |            | (5,961  | ) |       |   | (2,089   | )          |  |   | (49     | ) |  |   | (967    | ) |  |   |        |  
|Exchange rate loss                                                    |  |                  |         |          |                |   | 20,128   |            |          |   |         |   |  |            | 15,995  |   |       |   |         |            |  |   | 978     |   |  |   |        |   |  |   | 2,028   |  
|                                                                      |  |                  |          |          |                |   |          |            |          |   |          |   |  |            |         |   |       |   |          |            |  |   |         |  
|Benefit obligation, end of year                                       |  | $                | 692,028  |          |                | $ | 335,819  |            |          | $ | 609,167  |   |  | $          | 233,446 |   |       | $ | 89,476   |            |  | $ | 25,054  |   |  | $ | 86,868  |   |  | $ | 24,539  |  
|                                                                      |  |                  |          |          |                |   |          |            |          |   |          |   |  |            |         |   |       |   |          |            |  |   |         |  
|Changes in plan assets                                                |  |                  |          |          |                |   |          |            |          |   |          |   |  |            |         |   |       |   |          |            |  |   |         |   |  |   |         |   |  |   |         |  
|Fair value of plan assets, beginning of year                          |  | $                | 311,360  |          |                | $ | 146,261  |            |          | $ | 306,380  |   |  | $          | 70,494  |   |       | $ | 23,102   |            |  | $ |        |   |  | $ | 22,883  |   |  | $ |        |  
|Adjustment                                                            |  |                  |         |          |                |   | 15,524   |            |          |   |         |   |  |            |        |   |       |   |         |            |  |   |        |   |  |   |        |   |  |   |        |  
|Expected return on plan assets                                        |  |                  | 24,735   |          |                |   | 9,932    |            |          |   | 25,886   |   |  |            | 6,011   |   |       |   | 1,424    |            |  |   |        |   |  |   | 1,406   |   |  |   |        |  
|Actuarial gain/(loss)                                                 |  |                  | 35,041   |          |                |   | 3,615    |            |          |   | (16,078  | ) |  |            | (3,959  | ) |       |   | 1,017    |            |  |   |        |   |  |   | (220    | ) |  |   |        |  
|Acquisitions/divestitures/transfers                                   |  |                  |         |          |                |   | 37,170   |            |          |   |         |   |  |            | 31,718  |   |       |   |         |            |  |   |        |   |  |   |        |   |  |   |        |  
|Employer contributions                                                |  |                  | 109,950  |          |                |   | 28,852   |            |          |   | 7,086    |   |  |            | 38,980  |   |       |   | 1,131    |            |  |   | 49      |   |  |   |        |   |  |   |        |  
|Participants contributions                                            |  |                  |         |          |                |   | 3,767    |            |          |   |         |   |  |            | 844     |   |       |   |         |            |  |   |        |   |  |   |        |   |  |   |        |  
|Benefits paid                                                         |  |                  | (10,294  | )        |                |   | (15,691  | )          |          |   | (11,914  | ) |  |            | (5,961  | ) |       |   | (2,089   | )          |  |   | (49     | ) |  |   | (967    | ) |  |   |        |  
|Exchange rate gain                                                    |  |                  |         |          |                |   | 13,994   |            |          |   |         |   |  |            | 8,134   |   |       |   |         |            |  |   |        |   |  |   |        |   |  |   |        |  
|                                                                      |  |                  |          |          |                |   |          |            |          |   |          |   |  |            |         |   |       |   |          |            |  |   |         |  
|Fair value of plan assets, end of year                                |  | $                | 470,792  |          |                | $ | 243,424  |            |          | $ | 311,360  |   |  | $          | 146,261 |   |       | $ | 24,585   |            |  | $ |        |   |  | $ | 23,102  |   |  | $ |        |  
|                                                                      |  |                  |          |          |                |   |          |            |          |   |          |   |  |            |         |   |       |   |          |            |  |   |         |  
|Reconciliation of funded status                                       |  |                  |          |          |                |   |          |            |          |   |          |   |  |            |         |   |       |   |          |            |  |   |         |   |  |   |         |   |  |   |         |  
|Funded status                                                         |  | $                | (221,236 | )        |                | $ | (92,395  | )          |          | $ | (297,807 | ) |  | $          | (87,185 | ) |       | $ | (64,891  | )          |  | $ | (25,054 | ) |  | $ | (63,766 | ) |  | $ | (24,539 | )
|Unrecognized transitional obligation                                  |  |                  |         |          |                |   |         |            |          |   |         |   |  |            | (7,290  | ) |       |   | 677      |            |  |   |        |   |  |   | 756     |   |  |   | 2,230   |  
|Unrecognized loss                                                     |  |                  | 181,856  |          |                |   | 8,589    |            |          |   | 225,924  |   |  |            | 26,197  |   |       |   | 27,830   |            |  |   | 2,696   |   |  |   | 38,981  |   |  |   | 3,412   |  
|Unrecognized prior service cost                                       |  |                  | 5,179    |          |                |   | 5,250    |            |          |   | 7,651    |   |  |            | 905     |   |       |   | (8,908   | )          |  |   |        |   |  |   | (9,709  | ) |  |   |        |  
|Contributions made after measurement date                             |  |                  | 125,000  |          |                |   | 714      |            |          |   |         |   |  |            | 870     |   |       |   | 169      |            |  |   | 10      |   |  |   |        |   |  |   |        |  
|                                                                      |  |                  |          |          |                |   |          |            |          |   |          |   |  |            |         |   |       |   |          |            |  |   |         |  
|Net amount recognized at year-end                                     |  | $                | 90,799   |          |                | $ | (77,842  | )          |          | $ | (64,232  | ) |  | $          | (66,503 | ) |       | $ | (45,123  | )          |  | $ | (22,348 | ) |  | $ | (33,738 | ) |  | $ | (18,897 | )
|                                                                      |  |                  |          |          |                |   |          |            |          |   |          |   |  |            |         |   |       |   |          |            |  |   |         |  
|Amounts recognized in the Consolidated Balance
    Sheets consist of: |  |                  |          |          |                |   |          |            |          |   |          |   |  |            |         |   |       |   |          |            |  |   |         |   |  |   |         |   |  |   |         |  
|Prepaid benefit cost                                                  |  | $                |         |          |                | $ | 18,459   |            |          | $ |         |   |  | $          | 9,350   |   |       | $ |         |            |  | $ |        |   |  | $ |        |   |  | $ |        |  
|Accrued benefit liability                                             |  |                  | (186,428 | )        |                |   | (102,885 | )          |          |   | (257,749 | ) |  |            | (84,096 | ) |       |   | (45,292  | )          |  |   | (22,358 | ) |  |   | (33,738 | ) |  |   | (18,897 | )
|Intangible asset                                                      |  |                  | 5,179    |          |                |   | 32       |            |          |   | 7,651    |   |  |            | 479     |   |       |   |         |            |  |   |        |   |  |   |        |   |  |   |        |  
|Accumulated other comprehensive loss                                  |  |                  | 147,048  |          |                |   | 5,838    |            |          |   | 185,866  |   |  |            | 6,894   |   |       |   |         |            |  |   |        |   |  |   |        |   |  |   |        |  
|Contributions made after measurement date                             |  |                  | 125,000  |          |                |   | 714      |            |          |   |         |   |  |            | 870     |   |       |   | 169      |            |  |   | 10      |   |  |   |        |   |  |   |        |  
|                                                                      |  |                  |          |          |                |   |          |            |          |   |          |   |  |            |         |   |       |   |          |            |  |   |         |  
|Net amount recognized at year-end                                     |  | $                | 90,799   |          |                | $ | (77,842  | )          |          | $ | (64,232  | ) |  | $          | (66,503 | ) |       | $ | (45,123  | )          |  | $ | (22,348 | ) |  | $ | (33,738 | ) |  | $ | (18,897 | )
|                                                                      |  |                  |          |          |                |   |          |            |          |   |          |   |  |            |         |   |       |   |          |            |  |   |         |  

F-25



---



##### Table of Contents



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 weighted-average assumptions used to determine the fiscal
year-end benefit obligations were as follows:

|                                        |  |                  |       |          |                |  |       |            |          |  |       |  |  |            |       |  |       |  |          |            |  |  |       |  |  |  |       |  |  |  |       | 
|--------------------------------------- |  | ---------------- | ----- | -------- | -------------- |  | ----- | ---------- | -------- |  | ----- |  |  | ---------- | ----- |  | ----- |  | -------- | ---------- |  |  | ----- |  |  |  | ----- |  |  |  | ----- | 
|                                        |  |                  |       |         
|                                        |  | Pension Benefits |       |          | Other Benefits | 
|                                        |  |                  |       |          |                | 
|                                        |  |                  |       |          |                |  |       |           
|                                        |  | 2004             |       |          | 2003           |  |       | 2004       |          |  | 2003  | 
|                                        |  |                  |       |          |                |  |       |            |          |  |       | 
|                                        |  |                  |       | Non-U.S. |                |  |       |            | Non-U.S. |  |       |  |  | Non-U.S.   |       |  |       |  | Non-U.S. |           
|                                        |  | U.S. Plans       |       |          | Plans          |  |       | U.S. Plans |          |  | Plans |  |  | U.S. Plans |       |  | Plans |  |          | U.S. Plans |  |  | Plans | 
|                                        |  |                  |       |          |                |  |       |            |          |  |       |  |  |            |       |  |       |  |          |            |  |  |       | 
|Discount rate                           |  |                  | 6.25% |          |                |  | 4.93% |            |          |  | 6.00% |  |  |            | 4.85% |  |       |  | 6.25%    |            |  |  | 6.75% |  |  |  | 6.00% |  |  |  | 6.50% | 
|Rate of increase in future compensation |  |                  | 4.50% |          |                |  | 3.16% |            |          |  | 4.50% |  |  |            | 3.10% |  |       |  | N/A      |            |  |  | 4.50% |  |  |  | N/A   |  |  |  | 4.00% | 

Funded Status for Defined Benefit Plans

Generally, annual contributions are made at such times and in
amounts as required by law and may, from time to time, exceed
minimum funding requirements.

Our U.S. Pension plans include plans covering certain
U.S. employees and former employees as well as a Basic
Retirement Plan for former pre-incorporation partners which was
frozen in 2001. Accenture made discretionary contributions of
$229,625 to its U.S. employees pension plans in
fiscal 2004 and did not make any contributions in fiscal 2003.
Basic retirement benefits of $5,325 and $7,086 were paid in
fiscal 2004 and fiscal 2003, respectively. There were
contributions of $28,696 and $39,850 for the non-U.S. pension
plans in fiscal 2004 and fiscal 2003, respectively.

SFAS No. 87, Employers Accounting for
Pensions, requires recognition of a minimum pension
liability if the fair value of pension assets is less than the
accumulated benefit obligation. In fiscal 2003, we recorded a
charge to equity of $107,543, representing an adjustment to
increase our pension liability by $179,463, net of a tax benefit
of $71,920. In fiscal 2004 and based on contributions made
during the year, we reduced the charge by $28,576, representing
an adjustment to decrease our pension liability by $39,874, net
of a tax benefit of $16,217 and reclassification adjustments of
$(4,919). These adjustments were included in Accumulated other
comprehensive loss in the shareholders equity section of
our consolidated balance sheet.

The accumulated benefit obligation for all U.S. defined
benefit pension plans was $657,221 and $569,109 at
August 31, 2004 and 2003, respectively. The accumulated
benefit obligation for all non-U.S. defined benefit pension
plans was $284,432 and $172,019 at August 31, 2004 and
2003, respectively.

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 $953,298 and $622,631,
respectively, as of August 31, 2004, and $789,540 and
$393,119, respectively, as of August 31, 2003. The
accumulated benefit obligations and fair value of plan assets
for plans with accumulated benefit obligations in excess of plan
assets were $775,584 and $515,037, respectively, as of
August 31, 2004 and $715,814 and $389,378, respectively, as
of August 31, 2003.

Investment Strategies

U.S. Pension Plans

The overall investment objective of the plans is to provide
growth in the assets of the plans to help fund future benefit
obligations while managing risk in order to meet current benefit
obligations.

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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)


The plans future prospects, their current financial
condition, Accentures current funding levels and other
relevant factors suggest that the plans can tolerate some
interim fluctuations in market value and rates of returns in
order to achieve long-term objectives without undue risk to the
plans ability to meet their current benefit obligations.

Accentures investment committee recognizes that asset
allocation of the pension plans assets is an important
factor in determining long-term performance. Actual asset
allocations at any point in time may vary from the specified
targets below and will be dictated by current and anticipated
market conditions, required cash flows, and investment decisions
of the investment committee and the pension plans
investment funds and managers. Ranges are established to provide
flexibility for the asset allocation to vary around the targets
without the need for immediate rebalancing.



| |                       
| | ----------------------
| | Non-U.S. Pension Plans

Our plan assets in non-U.S. pension plans conform to the
investment policies and procedures of each plan and to relevant
legislation. The pension committee or trustee of the plan
regularly, but at least annually, reviews the investment policy
and the performance of the investment managers. In certain
countries, the trustee is also required to consult with the
Company. Generally, the investment return objective of each plan
is to achieve a total annualized rate of return that exceeds
inflation over the long term by an amount based on the target
asset mix of that plan. In certain countries, plan assets are
invested in funds that are required to hold a majority of assets
in bonds, with a smaller proportion in equities. Also, certain
plan assets are entirely invested in contracts held with the
plan insurer, who determines the investment strategy. Pension
plans in certain countries are unfunded.

Plan Assets

The Companys target allocation for fiscal 2005 and
weighted-average asset allocations at August 31, 2004 and
2003 and by asset category, for its pension and postretirement
benefit plans are as follows:

Pension Plans

|                                |  |             |      |          |       |                           |      |            |          |  |       |  |  |            |      |  |       |  |      |  |  |  |      | 
|------------------------------- |  | ----------- | ---- | -------- | ----- | ------------------------- | ---- | ---------- | -------- |  | ----- |  |  | ---------- | ---- |  | ----- |  | ---- |  |  |  | ---- | 
|                                |  |             |      |          |       |                          
|                                |  |             |      |          |       | Plan Assets at August 31, |     
|                                |  |             |      |          |      
|                                |  | 2005 Target |      |          |       |                           |     
|                                |  | Allocation  |      |          | 2004  |                           |      | 2003       |         
|                                |  |             |      |          |       |                           |      |            |         
|                                |  |             |      | Non-U.S. |       |                           |      |            | Non-U.S. |  |       |  |  | Non-U.S.   |     
|Asset Category                  |  | U.S. Plans  |      |          | Plans |                           |      | U.S. Plans |          |  | Plans |  |  | U.S. Plans |      |  | Plans | 
|                                |  |             |      |          |       |                           |      |            |          |  |       |  |  |            |      |  |       | 
|Equity securities               |  |             | 81%  |          |       |                           | 33%  |            |          |  | 81%   |  |  |            | 21%  |  |       |  | 79%  |  |  |  | 31%  | 
|Debt securities                 |  |             | 19%  |          |       |                           | 30%  |            |          |  | 18%   |  |  |            | 23%  |  |       |  | 20%  |  |  |  | 25%  | 
|Cash and short term investments |  |             |     |          |       |                           | 5%   |            |          |  | 1%    |  |  |            | 24%  |  |       |  | 1%   |  |  |  | 27%  | 
|Insurance contracts             |  |             |     |          |       |                           | 32%  |            |          |  |      |  |  |            | 32%  |  |       |  |     |  |  |  | 17%  | 
|                                |  |             |      |          |       |                           |      |            |          |  |       |  |  |            |      |  |       | 
|Totals                          |  |             | 100% |          |       |                           | 100% |            |          |  | 100%  |  |  |            | 100% |  |       |  | 100% |  |  |  | 100% | 
|                                |  |             |      |          |       |                           |      |            |          |  |       |  |  |            |      |  |       | 

F-27



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##### Table of Contents



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

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




| |                            
| | ---------------------------
| | U.S. Postretirement Plan(1)

|                                |  |             |      |                |      |  |      |      |  |  |      | 
|------------------------------- |  | ----------- | ---- | -------------- | ---- |  | ---- | ---- |  |  | ---- | 
|                                |  |             |      |               
|                                |  |             |      | Plan Assets at |     
|                                |  |             |      | August 31,     |     
|                                |  | 2005 Target |      |                |      | 
|Asset Category                  |  | Allocation  |      |                | 2004 |  |      | 2003 | 
|                                |  |             |      |                |      |  |      |      | 
|Equity securities               |  |             | 37%  |                |      |  | 36%  |      |  |  | 34%  | 
|Debt securities                 |  |             | 14%  |                |      |  | 14%  |      |  |  | 11%  | 
|Cash and short-term investments |  |             | 49%  |                |      |  | 50%  |      |  |  | 55%  | 
|                                |  |             |      |                |      |  |      |      | 
|Total                           |  |             | 100% |                |      |  | 100% |      |  |  | 100% | 
|                                |  |             |      |                |      |  |      |      | 




|    |                                                                                       
|--- | --------------------------------------------------------------------------------------
|(1) | The non-U.S. plans are unfunded and thus the
    table only relates to the U.S. Plans.

Expected Contributions

In fiscal 2005, Accenture expects to pay approximately $8,900 of
benefit payments, as part of its Basic Retirement Plan, and
expects to contribute $38,700 to its non-U.S. pension plans.
Cash funding for retiree medical plans in fiscal 2005 is
estimated to be approximately $1,100. In fiscal 2005, no
contribution will be required for U.S. employees pension
plans. Accenture has not determined whether it will make
additional voluntary contributions for employee pension plans.

Estimated Future Benefit Payments

Benefit payments, which reflect expected future service, as
appropriate, are expected to be paid as follows:

|          |  |                  |         |  |                |   |        |            |  |   |                |  |  |   |       | 
|--------- |  | ---------------- | ------- |  | -------------- | - | ------ | ---------- |  | - | -------------- |  |  | - | ----- | 
|          |  |                  |         | 
|          |  | Pension Benefits |         |  | Other Benefits |  
|          |  |                  |         |  |                |  
|          |  | U.S. Plans       |         |  | Non-U.S. Plans |   |        | U.S. Plans |  |   | Non-U.S. Plans | 
|          |  |                  |         |  |                |   |        |            |  |   |                | 
|2005      |  | $                | 14,600  |  |                | $ | 11,500 |            |  | $ | 1,900          |  |  | $ | 100   | 
|2006      |  |                  | 14,000  |  |                |   | 12,200 |            |  |   | 2,300          |  |  |   | 200   | 
|2007      |  |                  | 16,100  |  |                |   | 12,800 |            |  |   | 2,900          |  |  |   | 300   | 
|2008      |  |                  | 18,000  |  |                |   | 13,600 |            |  |   | 3,500          |  |  |   | 400   | 
|2009      |  |                  | 20,400  |  |                |   | 14,200 |            |  |   | 4,200          |  |  |   | 500   | 
|2010-2014 |  |                  | 146,100 |  |                |   | 84,700 |            |  |   | 34,200         |  |  |   | 4,600 | 

Assumed Health Care Cost Trend

Annual rate increases in the per capita cost of health care
benefits of 11.5% (under age 65) and 12.0% (over age 65) were
assumed for the plan year ending June 30, 2005. 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. A one percentage point change in the assumed health
care cost trend rates would have the following effects:

|                                                            |  |                      |        |  |                      |   |        |      |  |   |         |   |  |   |         |  
|----------------------------------------------------------- |  | -------------------- | ------ |  | -------------------- | - | ------ | ---- |  | - | ------- | - |  | - | ------- | -
|                                                            |  |                      |        | 
|                                                            |  | One Percentage Point |        |  | One Percentage Point |  
|                                                            |  | Increase             |        |  | Decrease             |  
|                                                            |  |                      |        |  |                      |  
|                                                            |  | 2004                 |        |  | 2003                 |   |        | 2004 |  |   | 2003    |  
|                                                            |  |                      |        |  |                      |   |        |      |  |   |         |  
|Effect on total of service and interest cost
    components |  | $                    | 2,664  |  |                      | $ | 2,941  |      |  | $ | (2,089  | ) |  | $ | (2,342  | )
|Effect on year-end postretirement benefit
    obligation    |  |                      | 17,868 |  |                      |   | 18,007 |      |  |   | (14,250 | ) |  |   | (14,263 | )

F-28



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##### Table of Contents



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

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


Basic Retirement Benefits

Obligations relating to basic retirement benefits for former
pre-incorporation partners under the Basic Retirement Plan are
included in the U.S. pension plans 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 at August 31, 2004 was
$126,051.

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 U.S. 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 $37,958, $56,466 and $34,614 were paid to retired partners in
fiscal 2004, fiscal 2003 and fiscal 2002, respectively. The
amount due for early retirement benefits was $173,650 at
August 31, 2004, which is being paid out over the period
through 2011.

Defined Contribution Plans

As of January 1, 2004, Accenture established a trusteed
employer 401(k) match plan, the Accenture U.S. 401(k) Match
and Savings Plan in the United States. Through August 31,
2004, 19,076 employees have received matched contributions.
Accentures contribution to the 401(k) match plan was
$30,762 in fiscal 2004.

In the United States, Accenture maintains and administers a
trusteed profit sharing plan, the Accenture U.S. Discretionary
Profit Sharing Plan, which includes 18,648 active eligible
employees of Accenture and its affiliates. The annual
discretionary profit sharing contribution is determined by
management after the end of the fiscal year. The liability
recorded as of August 31, 2004 for profit sharing was
$44,961, which we expect to pay in the first quarter of fiscal
2005. The contributions to the plan were $59,879 and $92,515 in
fiscal 2003 fiscal 2002, respectively.

In the United Kingdom, Accenture also maintains and administers
a defined contribution plan, the Accenture Retirement Savings
Plan, which includes 5,596 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 $37,636, $32,057 and $28,189 in
fiscal 2004, fiscal 2003 and fiscal 2002, respectively.

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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)


11.     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. At
August 31, 2004, 27,437,202 Accenture Ltd Class A common shares
had been 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 |      
|                      |                  |  |              |  |        |                  |  |                     |                      |  |  |                 |      
|                      | November 1, 2003 |  |              |  | 23,781 |                  |  |                     | 4,749,267            |  |  | $               | 13.97 |  |  | $ | 4.80 | 
|                      | May 1, 2004      |  |              |  | 24,627 |                  |  |                     | 3,385,425            |  |  | $               | 20.05 |  |  | $ | 6.49 | 

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. 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, 2004, 208,410,996 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.

F-30



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##### Table of Contents



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

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


Options currently outstanding under the SIP have a maximum term
of ten years and vest under varying schedules. Stock option
activity in fiscal 2004, fiscal 2003 and fiscal 2002 was as
follows:

|                                                                   |           |        |            |            |        |   |       |        |           |  |            |            |  |           |       |       |        |  |            |            |  |   |       |       | 
|------------------------------------------------------------------ | --------- | ------ | ---------- | ---------- | ------ | - | ----- | ------ | --------- |  | ---------- | ---------- |  | --------- | ----- | ----- | ------ |  | ---------- | ---------- |  | - | ----- | ----- | 
|                                                                   |           |        |            |            |        |  
|                                                                   |           | 2004   |            |            | 2003   |   |       | 2002   |          
|                                                                   |           |        |            |            |        |   |       |        |          
|                                                                   |           |        |            | 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                             |           |        | 75,599,090 |            |        | $ | 14.80 |        |           |  | 86,131,490 |            |  | $         | 14.73 |       |        |  | 95,820,431 |            |  | $ | 14.54 |      
|                                                                   | Granted   |        |            | 5,965,602  |        |   |       | 22.40  |           |  |            | 6,251,959  |  |           |       | 15.24 |        |  |            | 3,993,818  |  |   |       | 18.78 | 
|                                                                   | Exercised |        |            | 11,717,958 |        |   |       | 14.61  |           |  |            | 5,816,252  |  |           |       | 14.55 |        |  |            | 273,931    |  |   |       | 14.53 | 
|                                                                   | Forfeited |        |            | 5,907,951  |        |   |       | 16.33  |           |  |            | 10,968,107 |  |           |       | 14.68 |        |  |            | 13,408,828 |  |   |       | 14.55 | 
|                                                                   |           |        |            |            |        |   |       |        |           |  |            |            |  |           |       |       |        | 
|Options outstanding, end of year                                   |           |        | 63,938,783 |            |        | $ | 15.40 |        |           |  | 75,599,090 |            |  | $         | 14.80 |       |        |  | 86,131,490 |            |  | $ | 14.73 |      
|                                                                   |           |        |            |            |        |   |       |        |           |  |            |            |  |           |       |       |        | 
|Exercisable at year end                                            |           |        | 36,387,546 |            |        | $ | 14.66 |        |           |  | 32,140,118 |            |  | $         | 14.66 |       |        |  | 20,542,137 |            |  | $ | 14.54 |      
|                                                                   |           |        |            |            |        |   |       |        |           |  |            |            |  |           |       |       |        | 
|Weighted average fair value of options granted
    during the year |           |        |            |            |        | $ | 11.21 |        |           |  |            |            |  | $         | 7.27  |       |        |  |            |            |  | $ | 9.44  |      
|                                                                   |           |        |            |            |        |   |       |        |           |  |            |            |  |           |       |       |        | 

The following table summarizes information about stock options
outstanding at August 31, 2004:

|                         |                 |                     |             |          |                     |                |  |                  |                |  |         |             |       |                  |                |  |            |  |  |   |       | 
|------------------------ | --------------- | ------------------- | ----------- | -------- | ------------------- | -------------- |  | ---------------- | -------------- |  | ------- | ----------- | ----- | ---------------- | -------------- |  | ---------- |  |  | - | ----- | 
|                         |                 |                     |             |         
|                         |                 | 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 - $15.50 |                     |             |          | 54,909,737          |                |  |                  | 6.9            |  |         | $           | 14.55 |                  |                |  | 35,348,819 |  |  | $ | 14.55 | 
|                         | $16.02 - $18.34 |                     |             |          | 3,180,055           |                |  |                  | 8.2            |  |         | $           | 17.32 |                  |                |  | 921,134    |  |  | $ | 17.85 | 
|                         | $19.02 - $27.50 |                     |             |          | 5,848,991           |                |  |                  | 9.1            |  |         | $           | 22.32 |                  |                |  | 117,593    |  |  | $ | 22.19 | 
|                         |                 |                     |             |          |                     |                |  |                  |                |  |         |             |       |                  |                | 
|                         | $12.82 - $27.50 |                     |             |          | 63,938,783          |                |  |                  | 7.2            |  |         | $           | 15.40 |                  |                |  | 36,387,546 |  |  | $ | 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 granted under this plan
vest at various times, generally ranging from immediate vesting
to vesting over a ten-year period. For awards with graded
vesting, compensation expense is recognized over the vesting
term of each separately vesting portion. Compensation expense is
recognized on a straight-line basis for awards with cliff
vesting. Information with respect to restricted share units is
as follows:

|                                                                           |  |      |           |  |      |   |           |      |  |   |           | 
|-------------------------------------------------------------------------- |  | ---- | --------- |  | ---- | - | --------- | ---- |  | - | --------- | 
|                                                                           |  | 2004 |           |  | 2003 |   |           | 2002 | 
|                                                                           |  |      |           |  |      |   |           |      | 
|Shares granted                                                             |  |      | 4,715,894 |  |      |   | 6,908,328 |      |  |   | 5,124,912 | 
|Weighted average fair value of shares                                      |  | $    | 22.62     |  |      | $ | 16.13     |      |  | $ | 20.58     | 
|Pre-tax compensation expense charged to earnings,
    net of cancellations |  | $    | 60,486    |  |      | $ | 51,615    |      |  | $ | 54,729    | 

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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)


12.     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
    Ltd 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
    Ltd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 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.

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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)




| |                                                                                              
| | ---------------------------------------------------------------------------------------------
| | 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 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). 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                                                                                                                                                                                                                                                                       

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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)




| |                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 April 18, 2051 and the time the voting agreement 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 contains
    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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 



| |                 
| | ----------------
| | Common Agreement



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Most of the persons party to the voting agreement and transfer
    rights agreement have also entered into a 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.



|    |                                                     
|--- | ----------------------------------------------------
|13. | MATERIAL TRANSACTIONS AFFECTING SHAREHOLDERS EQUITY

Secondary Offerings

On May 22, 2002, Accenture closed an underwritten public
offering of Accenture Ltd Class A common shares. The
offering was comprised of 59,233,912 shares newly issued by
Accenture Ltd and 34,242,003 shares offered by Accenture
partners, former partners and their permitted transferees. The
price to the public was $20.00 per share and the price net of
the underwriters discount of 2.50% was $19.50 per share.
Accenture Ltd received $1,155,061 as a result of the issuance of
59,233,912 newly issued shares. The proceeds from the newly
issued shares were used by Accenture SCA and its

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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)


subsidiaries to subsequently redeem or purchase Accenture SCA
class I shares, Accenture Canada Holdings Inc. exchangeable
shares and Accenture Ltd Class A shares from partners,
former partners and their permitted transferees.

On September 29, 2003, Accenture closed an underwritten
public offering of Accenture Ltd Class A common shares. The
offering was comprised of 57,394,595 shares newly issued by
Accenture Ltd and 24,605,405 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 over allotment 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 $250,939 as a result of the
issuance of the additional 12,300,000 newly issued shares. All
of the proceeds from the newly issued shares were used by
Accenture SCA and its subsidiaries, together with $43,291
previously authorized for repurchases under the Accenture Share
Management Plan, to redeem or purchase a total of 71,816,561
Accenture SCA shares and Accenture Canada Holdings, Inc.
exchangeable shares from partners pursuant to a tender offer for
a total cash outlay of $1,465,166.

On May 4, 2004, Accenture closed an underwritten public
offering of Accenture Ltd Class A common shares. The
offering was comprised of 35,761,232 shares newly issued by
Accenture Ltd and 14,238,768 shares offered by Accenture
partners, former partners and their permitted transferees. The
price to the public was $23.50 per share and the price net of
the underwriters discount of 2.8% was $22.84. Accenture
Ltd received $816,858 as the result of the issuance of
35,761,232 shares newly issued by Accenture Ltd. On May 4,
2004, the underwriters, in connection with the underwritten
public offering, exercised their option to purchase an
additional 7,500,000 newly issued Class A common shares at
the same price per share. On May 4, 2004, Accenture Ltd
received $171,315 as a result of the issuance of the additional
7,500,000 newly issued shares. All of the proceeds from the
newly issued shares were used by Accenture SCA and its
subsidiaries, together with $56,661, to redeem or purchase a
total of 45,741,795 Accenture SCA shares and Accenture Canada
Holdings, Inc. exchangeable shares from partners pursuant to a
tender offer for a total cash outlay of $1,044,834.

Accenture Share Employee Compensation Trust

On April 17, 2002, the Companys Board of Directors
approved the creation of the Accenture Stock Employee
Compensation Trust. The purpose of the trust was to acquire
Accenture Ltd Class A common shares to be used to fund
equity-based awards for Accenture employees, including future
Accenture partners. The Accenture Stock Employee Compensation
Trust was a non-qualified grantor trust whose financial
statements are consolidated with the Companys financial
statements. In fiscal 2002 and fiscal 2003, Accenture
contributed $300,000 and $150,000, respectively, to the trust.
As of August 31, 2003, $83,280 of Restricted cash on the
Consolidated Balance Sheet remained available for share
purchases.

On December 19, 2003, the Accenture Stock Employee
Compensation Trust was terminated. A subsidiary of Accenture Ltd
that is not a subsidiary of Accenture SCA created a new Share
Employee

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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)


Compensation Trust (the SECT). Substantially all
treasury shares purchased by the predecessor trust that had not
been used to fund employee share awards were transferred to the
new SECT.

In fiscal 2004, 2003 and 2002, the SECT and its predecessor
trust purchased approximately 8,413,050, 8,619,800 and
12,562,300 Accenture Ltd Class A common shares,
respectively, with aggregate purchase prices totaling $201,326,
$151,763 and $221,110, respectively. As of August 31, 2004,
the SECT had $61,578 of previously authorized contributions
available for share purchases. Accenture SCA continues to fund
share repurchases by the new SECT by redeeming Class I
shares held by Accenture Ltd.

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. On November 14, 2003, Accenture
Ltds Board of Directors authorized an additional $600,000
for such share redemptions and purchases. Of the previously
authorized amounts, $664,338 was utilized in fiscal 2004,
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
22,019,515 Accenture SCA Class I common shares and 850,885
Accenture Canada Holdings Inc. exchangeable shares for a
combined cost of $511,189. Of the $1,200,000 previously
authorized, $224,404 remained available for future share
purchases at August 31, 2004.

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 in fiscal
2002. Accenture did not purchase any such shares in open-market
purchases in fiscal 2003 or fiscal 2004. In fiscal 2004 and
fiscal 2003, Accenture acquired Accenture Ltd Class A
common shares for a cost of $138,817 and $98,810, respectively,
from employees electing net share delivery under the ESPP and
Share Incentive Plan. In fiscal 2004 and fiscal 2003, Accenture
acquired Accenture SCA Class I common shares for a cost of
$58,112 and $125, respectively, in accordance with redemption
provisions applicable to SCA Class I common shares.



|    |                                  
|--- | ---------------------------------
|14. | RELATIONSHIP WITH ARTHUR ANDERSEN

In October 2002, in conjunction with the termination of a
training facility services agreement and other services
agreements 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

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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)


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 $63,450 over the remaining term
of the agreement.



|    |                  
|--- | -----------------
|15. | LEASE COMMITMENTS

Accenture has various lease agreements, principally for office
space, with various renewal options. Rental expense including
operating costs and taxes was $287,559, $280,714 and $264,982 in
fiscal 2004, fiscal 2003 and fiscal 2002, respectively. Sublease
income from third parties was $22,806, $18,950 and $13,824 in
fiscal 2004, fiscal 2003 and fiscal 2002, respectively. Future
minimum rental commitments under non-cancelable operating leases
as of August 31, 2004, are as follows:

|           |  |           |           |  |           |   |         |  
|---------- |  | --------- | --------- |  | --------- | - | ------- | -
|           |  | Operating |           |  | Operating |  
|           |  | Lease     |           |  | Sublease  |  
|           |  | Payments  |           |  | Income    |  
|           |  |           |           |  |           |  
|2005       |  | $         | 246,902   |  |           | $ | (12,708 | )
|2006       |  |           | 249,381   |  |           |   | (12,990 | )
|2007       |  |           | 230,114   |  |           |   | (11,611 | )
|2008       |  |           | 198,327   |  |           |   | (12,380 | )
|2009       |  |           | 158,976   |  |           |   | (17,426 | )
|Thereafter |  |           | 1,358,926 |  |           |   | (22,238 | )
|           |  |           |           |  |           |  
|           |  | $         | 2,442,626 |  |           | $ | (89,353 | )
|           |  |           |           |  |           |  



|    |                              
|--- | -----------------------------
|16. | 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 certain levels of qualifying revenues. In fiscal 2004,
Accenture made payments and accrued for payments due, but not
yet remitted, of $13,018. The remaining potential liability at
August 31, 2004 was $174,482.

In connection with Accenture increasing its ownership interest
in Avanade, Inc. from 50 percent to 78 percent in
December 2001, Accenture has the right to purchase substantially
all of the remaining outstanding shares of Avanade, Inc. not
owned by Accenture 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 parties with respect to certain matters.
Generally, these indemnification provisions are included in
contracts arising in the normal course of business under which
the Company customarily agrees to hold the

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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)


indemnified 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 are
generally conditioned on the other party making a claim. Such
claims are typically subject to challenge by Accenture and to
dispute resolution procedures specified in the particular
contract. Further, the Companys obligations under these
agreements may be limited in terms of time and/or amount and, in
some instances, 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, the
Company has not made any payments under these agreements that
have been material individually or in the aggregate. As of
August 31, 2004, management was not aware of any
obligations arising under indemnification agreements that would
require material payments.

From time to time, Accenture enters into contracts with clients
whereby it has joint and several liability with other
participants and third parties providing related services and
products to clients. Under these arrangements, Accenture and
other parties may assume some responsibility to the client for
the performance of others under the terms and conditions of the
contract with or for the benefit of the client. In some
arrangements, the extent of Accentures obligations for the
performance of others is not expressly specified. As of
August 31, 2004, Accenture estimates it had assumed an
aggregate potential liability of approximately $603,852 to its
clients for the performance of others under arrangements
described in this paragraph. These contracts typically provide
recourse provisions that would allow Accenture to recover from
the other parties all but approximately $41,330 if Accenture is
obligated to make payments to the clients that are the
consequence of a performance default by the other parties. In
some of these contracts, the guarantee is contractually given to
the client by one of the other parties providing services to the
client. In the event of Accentures performance default,
Accenture could be responsible for repayment to the other party.
To date, Accenture has not been required to make any payments
under any of the contracts described in this paragraph.

Legal
Contingencies

At August 31, 2004, 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.



|    |                  
|--- | -----------------
|17. | SEGMENT REPORTING

Operating segments are defined by SFAS No. 131,
Disclosures about Segments of an Enterprise and Related
Information, 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 providing management consulting, technology and outsourcing
services that serves clients in different industries.

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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)


The reportable operating segments are the five operating groups,
which are Communications & High Tech, Financial Services,
Government, Products and Resources.

Reportable Segments

|                               |  |         |           |  |           |   |           |            |  |   |           |  |  |           |           |  |       |   |           |       |  |   |         |  |  |   |            | 
|------------------------------ |  | ------- | --------- |  | --------- | - | --------- | ---------- |  | - | --------- |  |  | --------- | --------- |  | ----- | - | --------- | ----- |  | - | ------- |  |  | - | ---------- | 
|                               |  | Comm. & |           |  |           |   |           |            |  |   |           |  |  |           |          
|Year ended                     |  | High    |           |  | Financial |   |           |            |  |   |           |  |  |           |           | 
|August 31, 2004                |  | Tech    |           |  | Services  |   |           | Government |  |   | Products  |  |  | Resources |           |  | Other |   |           | Total | 
|                               |  |         |           |  |           |   |           |            |  |   |           |  |  |           |           |  |       |   |           |       | 
|Revenues before reimbursements |  | $       | 3,741,451 |  |           | $ | 2,770,990 |            |  | $ | 1,994,655 |  |  | $         | 2,978,892 |  |       | $ | 2,178,569 |       |  | $ | 9,006   |  |  | $ | 13,673,563 | 
|Depreciation(1)                |  |         | 81,739    |  |           |   | 66,813    |            |  |   | 35,463    |  |  |           | 56,112    |  |       |   | 39,869    |       |  |   |        |  |  |   | 279,996    | 
|Operating income               |  |         | 403,698   |  |           |   | 353,904   |            |  |   | 311,050   |  |  |           | 414,501   |  |       |   | 275,473   |       |  |   |        |  |  |   | 1,758,626  | 
|                               |  |         |           |  |           |   |           |            |  |   |           |  |  |           |           |  |       |   |           |       | 
|Assets at August 31(2)         |  | $       | 538,125   |  |           | $ | 107,206   |            |  | $ | 569,612   |  |  | $         | 342,314   |  |       | $ | 217,217   |       |  | $ | 133,851 |  |  | $ | 1,908,325  | 

|                               |  |         |           |  |           |   |           |            |  |   |           |  |  |           |           |  |       |   |           |       |  |   |         |  |  |   |            | 
|------------------------------ |  | ------- | --------- |  | --------- | - | --------- | ---------- |  | - | --------- |  |  | --------- | --------- |  | ----- | - | --------- | ----- |  | - | ------- |  |  | - | ---------- | 
|                               |  | Comm. & |           |  |           |   |           |            |  |   |           |  |  |           |          
|Year ended                     |  | High    |           |  | Financial |   |           |            |  |   |           |  |  |           |           | 
|August 31, 2003                |  | Tech    |           |  | Services  |   |           | Government |  |   | Products  |  |  | Resources |           |  | Other |   |           | Total | 
|                               |  |         |           |  |           |   |           |            |  |   |           |  |  |           |           |  |       |   |           |       | 
|Revenues before reimbursements |  | $       | 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  | 



---

|    |                                                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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.

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 11.

Restructuring costs and reorganization benefit in fiscal 2004
and fiscal 2003 were allocated to the operating groups as
follows:

|                                        |  |                       |         |   |      |   |        |      |  |   |          |  
|--------------------------------------- |  | --------------------- | ------- | - | ---- | - | ------ | ---- |  | - | -------- | -
|                                        |  |                      
|                                        |  | Year Ended August 31, |        
|                                        |  |                       |        
|Increase (Decrease) to Operating Income |  | 2004                  |         |   | 2003 |   |        | 2002 | 
|                                        |  |                       |         |   |      |   |        |      | 
|Communications & High Tech              |  | $                     | (7,230  | ) |      | $ | 4,778  |      |  | $ | (35,948  | )
|Financial Services                      |  |                       | (6,403  | ) |      |   | 4,319  |      |  |   | (26,591  | )
|Government                              |  |                       | (4,247  | ) |      |   | 2,526  |      |  |   | (13,605  | )
|Products                                |  |                       | (6,356  | ) |      |   | 4,278  |      |  |   | (19,344  | )
|Resources                               |  |                       | (4,655  | ) |      |   | 3,445  |      |  |   | (15,036  | )
|                                        |  |                       |         |   |      |   |        |      | 
|Total                                   |  | $                     | (28,891 | ) |      | $ | 19,346 |      |  | $ | (110,524 | )
|                                        |  |                       |         |   |      |   |        |      | 

F-39



---



##### Table of Contents



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

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


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

|                               |  |          |           |  |         |   |           |              |  |   |           |  |  |   |            | 
|------------------------------ |  | -------- | --------- |  | ------- | - | --------- | ------------ |  | - | --------- |  |  | - | ---------- | 
|                               |  | Americas |           |  | EMEA(1) |   |           | Asia Pacific |  |   | Total     | 
|                               |  |          |           |  |         |   |           |              |  |   |           | 
|Fiscal 2004                    |  |          |           |  |         |   |           |              |  |   |           |  |  |   |            | 
|                               |  |          |           |  |         |   |           |              |  |   |           | 
|Revenues before reimbursements |  | $        | 6,133,081 |  |         | $ | 6,572,011 |              |  | $ | 968,471   |  |  | $ | 13,673,563 | 
|Reimbursements                 |  |          | 682,087   |  |         |   | 627,368   |              |  |   | 130,564   |  |  |   | 1,440,019  | 
|Revenues                       |  |          | 6,815,168 |  |         |   | 7,199,379 |              |  |   | 1,099,035 |  |  |   | 15,113,582 | 
|Long lived assets at August 31 |  |          | 282,431   |  |         |   | 253,323   |              |  |   | 108,192   |  |  |   | 643,946    | 
|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    | 



---

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

The Company conducts business in two countries that individually
comprised over 10% of consolidated revenues before
reimbursements within the last three years. The United States
represented 39%, 43%, and 46% of revenues before reimbursements
in fiscal 2004, fiscal 2003 and fiscal 2002, respectively, while
the United Kingdom totaled 16%, 14%, and 14% in fiscal 2004,
fiscal 2003 and fiscal 2002, respectively.

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

|               |                                |                       |           |            |      |   |           |            |  |   |           |            | 
|-------------- | ------------------------------ | --------------------- | --------- | ---------- | ---- | - | --------- | ---------- |  | - | --------- | ---------- | 
|               |                                |                      
|               |                                | Year Ended August 31, |          
|               |                                |                       |          
|               |                                | 2004                  |           |            | 2003 |   |           | 2002       | 
|               |                                |                       |           |            |      |   |           |            | 
|Consulting     |                                | $                     | 8,589,645 |            |      | $ | 8,048,134 |            |  | $ | 8,847,717 |           
|Outsourcing    |                                |                       | 5,083,918 |            |      |   | 3,769,865 |            |  |   | 2,726,552 |           
|               |                                |                       |           |            |      |   |           |            | 
|               | Revenues before reimbursements |                       |           | 13,673,563 |      |   |           | 11,817,999 |  |   |           | 11,574,269 | 
|Reimbursements |                                |                       | 1,440,019 |            |      |   | 1,579,241 |            |  |   | 1,530,755 |           
|               |                                |                       |           |            |      |   |           |            | 
|               | Revenues                       |                       | $         | 15,113,582 |      |   | $         | 13,397,240 |  |   | $         | 13,105,024 | 
|               |                                |                       |           |            |      |   |           |            | 



---

|      |                                                                                                                                                                                                                                                                     
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Note: | In fiscal 2003 and fiscal 2002, $334,972 and $194,669,
    respectively, of revenues before reimbursements previously
    classified as Other have been reclassified to
    Consulting or Outsourcing type of work
    to conform to the current presentation.

F-40



---



##### Table of Contents



ACCENTURE LTD


NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS  (Continued)

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


18.     QUARTERLY DATA
(unaudited)

|                                        |           |         |           |               |         |   |           |             |  |   |           |               |  |        |           |             |  |   |            |               | 
|--------------------------------------- | --------- | ------- | --------- | ------------- | ------- | - | --------- | ----------- |  | - | --------- | ------------- |  | ------ | --------- | ----------- |  | - | ---------- | ------------- | 
|                                        |           | First   |           |               | Second  |   |           | Third       |  |   | Fourth    |               |  |       
|Fiscal 2004                             |           | Quarter |           |               | Quarter |   |           | Quarter     |  |   | Quarter   |               |  | Annual |          
|                                        |           |         |           |               |         |   |           |             |  |   |           |               |  |        |          
|Revenues before reimbursements          |           | $       | 3,261,585 |               |         | $ | 3,302,209 |             |  | $ | 3,686,662 |               |  | $      | 3,423,107 |             |  | $ | 13,673,563 |              
|Reimbursements                          |           |         | 312,903   |               |         |   | 380,095   |             |  |   | 363,579   |               |  |        | 383,442   |             |  |   | 1,440,019  |              
|Revenues                                |           |         | 3,574,488 |               |         |   | 3,682,304 |             |  |   | 4,050,241 |               |  |        | 3,806,549 |             |  |   | 15,113,582 |              
|Operating income                        |           |         | 507,140   |               |         |   | 307,429   |             |  |   | 573,157   |               |  |        | 370,900   |             |  |   | 1,758,626  |              
|Net income                              |           |         | 174,340   |               |         |   | 123,089   |             |  |   | 210,409   |               |  |        | 182,990   |             |  |   | 690,828    |              
|Earnings per Class A common share:      |           |         |           |               |         |   |           |             |  |   |           |               |  |        |           |             |  |   |            |              
|                                        |  Basic   |         |           | 0.34          |         |   |           | 0.23        |  |   |           | 0.38          |  |        |           | 0.31        |  |   |            | 1.25          | 
|                                        |  Diluted |         |           | 0.33          |         |   |           | 0.22        |  |   |           | 0.37          |  |        |           | 0.30        |  |   |            | 1.22          | 
|Weighted average Class A common shares: |           |         |           |               |         |   |           |             |  |   |           |               |  |        |           |             |  |   |            |              
|                                        |  Basic   |         |           | 519,417,011   |         |   |           | 544,052,062 |  |   |           | 558,330,780   |  |        |           | 589,080,622 |  |   |            | 553,298,104   | 
|                                        |  Diluted |         |           | 1,019,952,588 |         |   |           | 998,003,396 |  |   |           | 1,000,536,090 |  |        |           | 986,250,253 |  |   |            | 1,002,813,443 | 
|Common stock prices per share:          |           |         |           |               |         |   |           |             |  |   |           |               |  |        |           |             |  |   |            |              
|                                        |  High    |         |           | 25.37         |         |   |           | 26.95       |  |   |           | 25.91         |  |        |           | 28.10       |  |   |            | 28.10         | 
|                                        |  Low     |         |           | 21.00         |         |   |           | 21.85       |  |   |           | 22.61         |  |        |           | 23.25       |  |   |            | 21.00         | 

|                                        |           |         |           |               |         |   |           |             |  |   |           |             |  |        |           |             |  |   |            |             | 
|--------------------------------------- | --------- | ------- | --------- | ------------- | ------- | - | --------- | ----------- |  | - | --------- | ----------- |  | ------ | --------- | ----------- |  | - | ---------- | ----------- | 
|                                        |           | First   |           |               | Second  |   |           | Third       |  |   | Fourth    |             |  |       
|Fiscal 2003                             |           | Quarter |           |               | Quarter |   |           | Quarter     |  |   | Quarter   |             |  | Annual |          
|                                        |           |         |           |               |         |   |           |             |  |   |           |             |  |        |          
|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       | 

F-41