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                                                                    EXHIBIT 99.1
                   FACTORS AFFECTING FUTURE FINANCIAL RESULTS

     This Form 10-Q, our Annual Report to Shareholders, any Form 10-K, Form 10-Q
or Form 8-K or any other written or oral statements made by or on our behalf
include forward-looking statements that reflect our current views with respect
to future events and financial performance. The forward-looking statements are
subject to certain risks and uncertainties, including those discussed below,
that could cause actual results to differ materially from historical results or
anticipated results. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

     The following factors could cause our actual results to differ materially
from historical results or anticipated results:

Risks That Relate to Our Financial Results and Our Lack of Experience in
Managing a Public Company

     There will not be a consistent pattern in our financial results from
quarter to quarter, which may result in increased volatility of our stock price.

     We are a professional services organization. A major portion of our
revenues is based on the number of hours billed by our professionals and their
hourly billing rates. Companies like ours experience variations in profits
during the year. There are many reasons for these variations, but they can
generally be attributed to the fact that our business is dependent on the
decisions and actions of our clients. For example, a client could delay or
cancel a project because the client's business is experiencing financial
problems. When this happens, it could reduce, eliminate or delay our expected
revenues, and we could lose the money that we have spent to obtain or staff the
project. Also, the mix of client projects, the personnel required and their
billing rates will affect results in our business in a meaningful way.
Typically, client service hours are adversely affected during the first half of
our fiscal year due to the large number of vacation days and holidays during
this period. The demand for our services is also significantly affected by
general domestic and international economic and political conditions. When
economic activity slows down, as is currently the case in the United States, our
clients are more likely to decrease their technology budgets and to delay or
cancel consulting contracts. In addition, when e-commerce companies face eroding
revenues and funding difficulties, they may reduce their spending on consulting
services. While our revenues thus may be adversely affected by an economic
downturn, our costs (especially staffing costs) may not decrease as quickly. As
a public company, our quarterly financial results will become more important
than they were when our business was a part of KPMG LLP. We may not be
successful in our efforts to help investors understand the reasons for
fluctuations, especially in the face of a broad-based, general economic
slowdown. This could lead to large movements in our stock price, both up and
down. For more information, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in our Form 10-K for the fiscal
year ended June 30, 2001 and our Form 10-Qs for the quarters ended September 30,
2001, December 31, 2001 and March 31, 2002.

     The historical and pro forma financial information in our Form 10-K for
periods prior to our Initial Public Offering may not enable you to predict our
company's costs of operations.

     The historical financial information in our Form 10-K for the fiscal year
ended June 30, 2001 (referred to below as "Form 10-K") does not reflect the
added costs we expect to incur as a separate public company or the resulting
changes that will occur in our

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capital structure and operations. Because we have been a part of KPMG LLP, we
have been able to use money generated or borrowed by KPMG LLP to fund our
activities instead of having to sell stock or incur indebtedness from commercial
lenders or public debt holders. It could be more expensive for us in the future
to acquire equity capital for our business, or to borrow money from unaffiliated
lenders than it has been to use funds advanced to us by KPMG LLP. In addition,
since we operated as part of the KPMG LLP partnership until January 31, 2000,
our business paid no taxes on profits and no salaries were paid to the
consulting partners who became our employees after the separation. Therefore, in
preparing our pro forma financial information we deducted and charged to
earnings the estimated income taxes based on an estimated tax rate, which may be
different from our actual tax rate in the future, and the estimated salaries for
the consulting partners of KPMG LLP who became our employees after the
separation. Included in our expenses are allocations of certain costs incurred
by KPMG LLP on behalf of our business. These services could be either more or
less expensive in the future than is shown in our financial statements and pro
forma financial information. Equally important, we cannot assure you that the
estimates we used in our financial statements and pro forma financial
information will be similar to our actual experience as an independent company.
For more detailed information on the transition services agreement, see
"Transactions with Related Parties - KPMG LLP" in the Notes to Financial
Statements in our Form 10-K for the fiscal year ended June 30, 2001 and
"Liquidity and Capital Resources" in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in our Form 10-Q for the quarter
ended December 31, 2001. For more information on our historical financial
statements and pro forma financial information, see our pro forma, combined and
consolidated financial statements and related footnotes in our Form 10-K for the
fiscal year ended June 30, 2001 and our Form 10-Qs for the quarters ended
September 30, 2001, December 31, 2001, and March 31, 2002.

         We may not be able to finance future needs or adapt our business plan
to changes in economic or business conditions because of restrictions imposed on
us by our credit facilities and the instruments governing our other
indebtedness.

         Our credit facilities and the receivables facility contain a number of
significant covenants that, among other things, will restrict our ability to
dispose of assets, incur additional indebtedness, incur liens on property or
assets, repay other indebtedness, pay dividends, enter into certain investments,
transactions or capital expenditures, repurchase or redeem capital stock, engage
in mergers, acquisitions or consolidations, or engage in certain transactions
with affiliates and otherwise restrict corporate activities. Such restrictions
could adversely affect our ability to operate our business, finance our future
operations or capital needs or engage in or take advantage of other business
activities or opportunities that may be in our interest or arise. In addition,
our credit facilities and the receivables facility also require us to maintain
specified financial ratios and tests, including certain net worth, leverage
ratios, fixed charge coverage ratio, certain net income ratios, and certain
debt-to-debt plus net worth ratios. Other agreements governing our indebtedness
may also contain such affirmative and negative covenants and financial ratios
and tests. Our ability to comply with such covenants, ratios and tests may be
affected by events beyond our control.

         A breach of any of these covenants or inability to comply with the
required financial ratios and tests could result in a default under the credit
facilities, the receivable facility and other agreements, as applicable. In the
event of any such default, the lenders under these facilities could elect to
declare all borrowings outstanding under these facilities, together with accrued
interest and other fees, to be due and payable. In addition, any default under
these facilities or agreements governing our other indebtedness could lead to an
acceleration of debt under other debt instruments that contain
cross-acceleration or cross-default provisions. Our credit facilities and
receivable facility contain cross-default provisions to other debt. If we were
unable to repay any such borrowings when due, the lenders could proceed against
their collateral. If the indebtedness under these facilities were to be
accelerated, our assets may not be sufficient to repay amounts due on other debt
securities, if any, then outstanding.

         We do not have experience in managing a public company.

         Our management team has historically operated our business as a part of
KPMG LLP, which is a privately owned limited liability partnership. Most of the
individuals who now constitute our management were partners of KPMG LLP for many
years and have never had responsibility for managing a separate, publicly traded
company. For more information about our executive officers and directors, see
"Executive Officers of the Company" in our Form 10-K for the fiscal year ended
June 30, 2001 and "Election of Directors and Related Matters" in our Proxy
Statement for our 2001 Annual Meeting of Stockholders.

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

         Our profit margin, and therefore our profitability, is largely a
function of the rates we are able to charge for our services and the utilization
rate, or chargeability, of our professionals. Accordingly, if we are not able to
maintain the rates we charge for our services or an appropriate utilization rate
for our professionals, we will not be able to sustain our profit margin and our
profitability will suffer. The rates we are able to charge for our services are
affected by a number of factors, including:

         -       our clients' perception 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; and

         -       general economic conditions.

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

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

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

         -       our ability to forecast demand for our services and thereby
                 maintain an appropriate head count; and

         -       our ability to manage attrition.

Our profitability is also a function of our ability to control our costs and
improve our efficiency. If we increase the number of our professionals and
execute our strategy for growth, we may not be able to manage a significantly
larger and more diverse workforce, control our costs or improve our efficiency.

     We may have difficulty integrating or managing acquired businesses, which
may harm our financial results or reputation in the marketplace.

     In recent years, we have acquired the consulting businesses or market
rights from the member firms of KPMG International in Argentina, Australia,
Brazil, Canada, Colombia, Costa Rica, Guatemala, Hong Kong, Ireland, Japan,
Malaysia, Mexico, the Netherlands Antilles, New Zealand, Nicaragua, South Korea,
Peru, Singapore, Tawain and Venezuela. Because we do not have significant
acquisition experience, we may not succeed at integrating or managing acquired
businesses or in managing the larger company that results from these
acquisitions. The non-United States KPMG consulting practices or other entities
we have acquired may not use the same operating principles or systems used by
our company, making the integration more difficult. Client satisfaction or
performance problems, whether as a result of integration or management
difficulties or otherwise, could have an adverse impact on the reputation of our
company.

     Our growth is dependent in part on our ability to make acquisitions,
including the acquisitions of non-U.S. KPMG consulting practices, and we risk
overpaying for acquired businesses.

     Our growth strategy is dependent in part upon our ability to provide
consulting services worldwide, including our ability to develop a presence in
Europe. We cannot assure you that we will reach an

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agreement with any of the KPMG International firms in Europe on our acquisition
of their consulting businesses or that the terms and conditions of any
agreements would be favorable to us. We are currently exploring other
international expansion opportunities, including potential acquisitions of local
KPMG consulting practices outside Europe, but we cannot assure you that we will
be able to reach an agreement with any of these practices or that any agreement
we do reach will be on terms favorable to us. We will also continue to evaluate
from time to time, on a selective basis, other strategic acquisitions if they
will help us obtain well-trained, high-quality professionals, new service
offerings, additional industry expertise, a broader client base or an expanded
geographic presence. We cannot assure you that we will be successful in
identifying candidates or consummating acquisitions on terms acceptable to us.
In addition, there can be no assurance that financing for acquisitions will be
available on terms acceptable to us, if at all. We may issue shares of our
common stock as part of the purchase price for some or all of these
acquisitions. Future issuances of our common stock in connection with
acquisitions also may dilute our earnings per share.

     On May 8, 2002, the Company announced that it signed a Letter of Intent to
acquire the Business Consulting units of member firms of Andersen Worldwide
Societe Cooperative, also known as Andersen Worldwide. The Letter of Intent is
an offer to acquire up to 23 independent Andersen consulting practices in
Europe, the United States, Asia Pacific and Latin America at a price of up to
$284 million. Additionally, up to 6.5 million shares of the Company's common
stock will be issued over a three-year period to Andersen's consulting partners
who join the Company. The acquisitions are subject to the execution of
definitive binding agreements and satisfaction of customary closing conditions
with each Business Consulting unit. In addition, the acquisition by the Company
of the Business Consulting unit of Arthur Andersen LLP in the United States is
subject to satisfactory resolution of potential liability issues. There can be
no assurance that all of the acquisitions, or any specific number of
acquisitions, will be completed. In certain instances, the business consulting
practices are discussing possible transactions with other acquirers. The
significance of the acquisitions to KPMG Consulting is highly dependent on the
number of business consulting units that KPMG Consulting ultimately acquires,
and the specific practices that are acquired. KPMG Consulting is unable to
quantify at this time the likely significance of the acquisitions that
ultimately will be completed.

     Our international operations create special management, foreign currency,
legal, tax and economic risks which we may not adequately address.

     We believe that revenues from international operations may account for an
increasingly significant amount of our revenues in the future, especially in the
event that we continue to acquire non-United States consulting practices. As a
result, we may increasingly become subject to a number of risks, including:

     . difficulties relating to managing our business internationally;

     . currency fluctuations;

     . restrictions against the repatriation of earnings;

     . the burdens of complying with a wide variety of foreign laws;

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

     . multiple and possibly overlapping tax structures.

     Other factors that can adversely affect international operations are
changes in import or export duties and quotas, introduction of tariff or non-
tariff barriers and economic or political changes in international markets. If
any of these risks materialize, there could be a material negative effect on our
company's operating results.

     We used all of our proceeds from our initial public offering that closed on
February 13, 2001 to repurchase a portion of our Series A preferred stock from
Cisco, to repay all of our outstanding indebtedness to KPMG LLP and to repay in
part our outstanding indebtedness under our receivables purchase facility.


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As a result, we will continue to depend upon internally generated resources and
our credit facilities to meet our cash requirements.

Risks That Relate to the Nature of Our Business

     Our success is largely dependent on our ability to hire and retain talented
people at a time when our industry is generally experiencing a shortage of
skilled professionals and a high rate of employee turnover.

     Our business involves the delivery of professional services and is highly
labor-intensive. Our success depends largely on our general ability to attract,
develop, motivate and retain highly skilled professionals. The loss of some or a
significant number of our professionals or the inability to attract, hire,
develop, train and retain additional skilled personnel could have a serious
negative effect on us, including our ability to obtain and successfully complete
important engagements and thus maintain or increase our revenues. The cumulative
annual rate of turnover among our U.S.-based professional consultants was 19.5%,
23.3%, 22.6% and 11.2% for fiscal years 1999, 2000 and 2001 and the quarter
ended March 31, 2002, respectively, excluding any involuntary terminations
and terminations as a result of reductions in our workforce. Qualified
consultants are in great demand, particularly in the high tech and
communications and content industries, and are likely to remain a limited
resource for the foreseeable future. This situation has required us to increase
the compensation we pay our professionals at a rate higher than the general
inflation rate. Even so, we cannot assure that we will be successful in
attracting and retaining the skilled professionals we require to conduct and
expand our operations successfully.

     Our ability to retain our managing directors is critical to the success of
our business.

     The retention of our managing directors who previously were consulting
partners of KPMG LLP is particularly important to our future success. The
cumulative annual rate of turnover among our U.S.-based managing directors was
4.7%, 8.4%, 10.8% and 3.4% for fiscal years 1999, 2000 and 2001 and the quarter
ended March 31, 2002, respectively, excluding any involuntary terminations
and terminations as a result of reductions in our workforce. As a result of our
change from a partnership to a corporate structure and the creation of stock
option programs and other corporate employee benefits, our managing directors
have accepted cash compensation that is less than the payments they received as
consulting partners of KPMG LLP, and in some cases these reductions have been
material. We cannot assure you that the substitution of cash compensation,
equity-based incentives and other employee benefits in lieu of partnership
profit distributed to consulting partners of KPMG LLP will be sufficient to
retain these individuals. In addition, there is no guarantee that the non-
competition agreements we have entered into with our managing directors and
other senior professionals are sufficiently broad to prevent our consultants
from leaving us for our competitors or that such agreements would be upheld by
an arbitrator or a court if we were to seek to enforce our rights under these
agreements.

     If we are not able to keep up with rapid changes in technology or maintain
strong relationships with software providers, our business could suffer.

     Our market is characterized by rapidly changing technologies, such as the
evolution of the Internet, frequent new product and service introductions and
evolving industry standards. If we cannot keep pace with these changes, our
business could suffer.


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     Our success will depend, in part, on our ability to develop service
offerings that keep pace with rapid and continuing changes in technology,
evolving industry standards and changing client preferences. Our success will
also depend on our ability to develop and implement ideas for the successful
application of existing and new technologies. We may not be successful in
addressing these developments on a timely basis or our ideas may not be
successful in the marketplace. Also, products and technologies developed by our
competitors may make our services or product offerings less competitive or
obsolete.

     We generate a significant portion of our revenues from projects to
implement software developed by others, including Oracle Corporation,
PeopleSoft, Inc., and SAP America, Inc. Our future success in the software
implementation business depends on the continuing viability of these companies
and their ability to maintain market leadership. We cannot assure you that we
will be able to maintain a good relationship with these companies or that they
will maintain their leadership positions in the software market.

     The loss of our significant joint marketing relationships could reduce our
revenues and growth prospects.

     We have significant joint marketing relationships with Cisco Systems, Inc.,
Oracle Corporation, PeopleSoft, Inc., Qwest Communications International, Inc.
and SAP America, Inc. These relationships enable us to increase revenues by
providing us additional marketing exposure, expanding our sales coverage,
increasing the training of our professionals, and developing and co-branding
service offerings that respond to customer demand. The loss of one or more of
these relationships could adversely affect our business by decreasing our
revenues and growth prospects. Mergers, acquisitions and other business
combinations involving one or more of these entities could result in changes in
the degree to which they will cooperate with us in joint marketing and product
development. Moreover, because most of our significant joint marketing
relationships are nonexclusive, if our competitors are more successful in
building leading-edge products and services, these entities may form closer or
preferred arrangements with other consulting organizations.

     We may lose money if we do not accurately estimate the cost of a large
engagement which is conducted on a fixed-price basis.

     A significant percentage of our engagements in our public services industry
group is performed on a fixed-price or fixed-time basis. During fiscal years
1999, 2000 and 2001 and the quarter ended March 31, 2002, our public services
segment revenues represented 28%, 30%, 28% and 44.1%, respectively, of our
company's total revenues. While we do not track the percentage of our
engagements which are performed on a fixed-price or fixed-time basis, we believe
that only a small percentage of our other engagements are performed on this
basis. In addition, some of our engagements obligate us to provide ongoing
maintenance and other supporting or ancillary services on a fixed-price basis or
with limitations on our ability to increase prices. Billing for fixed-time
engagements is made in accordance with the engagement terms agreed to with our
client. Revenues are recognized based upon professional costs incurred as a
percentage of estimated total percentage costs of the respective contract, and
unbilled revenues represent revenues for services performed that have not been
billed. When making proposals for these types of engagements, we rely on our
estimates of costs and timing for completing the projects. These estimates
reflect our best judgment regarding the efficiencies of our methodologies and
professionals as we plan to apply them to the projects. Any increased or
unexpected costs or unanticipated delays in connection with the performance of
fixed-price or fixed-time contracts,


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including delays caused by factors outside our control, could make these
contracts less profitable or unprofitable. For more information, see "Segment
Information" in the Notes to Financial Statements in our Form 10-K for the
fiscal year ended June 30, 2001 and in our Form 10-Qs for the quarters ended
September 30, 2001, December 31, 2001 and March 31, 2002.

     Our business will be negatively affected if growth of the use of the
Internet declines.

     Our business is dependent upon continued growth of the use of the Internet
by our clients, prospective clients and their customers and suppliers. The
adoption of the Internet for commerce and communications, particularly by those
individuals and companies that have historically relied upon alternative means
of commerce and communication, generally requires the understanding and
acceptance of a new way of conducting business and exchanging information. In
particular, companies that have already invested substantial resources in other
means of conducting commerce and exchanging information may be particularly
reluctant or slow to adopt a new, Internet-based strategy that may make their
existing personnel and infrastructure obsolete. Capacity constraints caused by
growth in Internet usage may, unless resolved, impede further growth in Internet
use. If the number of Internet users does not increase and commerce over the
Internet does not become more accepted and widespread, demand for our consulting
services may decrease and, as a result, our revenues could decline. The factors
that may affect Internet usage or electronic commerce adoption include:

     . actual or perceived lack of security and privacy of information;

     . lack of access or ease of use;

     . congestion of traffic or other usage delays on the Internet;

     . inconsistent quality of service or lack of availability of cost-effective
       high speed service;

     . increases in access costs to the Internet;

     . excessive governmental regulation;

     . uncertainty regarding intellectual property ownership;

     . reluctance to adopt new business methods;

     . costs associated with the obsolescence of existing infrastructure; and

     . impact of any taxes which may be imposed on transactions using the
       Internet.

     Our business may be harmed by existing or increased United States and
foreign government regulation of the Internet.

     In the United States and abroad, governments have passed legislation
relating to the Internet. Because these laws are still being implemented, we are
not certain how our business will be impacted by them. We may be indirectly
affected by this legislation to the extent it impacts our clients and potential
clients. In addition, United States and foreign governmental bodies are
considering, and may consider in the future, other legislative proposals that
would regulate the Internet. We cannot predict if or how any future legislation
would impact our business.


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     The Internet and systems integration consulting markets are highly
competitive and we may not be able to compete effectively.

     The Internet and systems integration consulting markets in which we operate
include a large number of participants and are highly competitive. Based on
revenues and the number of consultants we have, we are smaller than some of our
competitors. In particular, these larger competitors may have the ability to
deploy a large number of professionals more quickly in response to an urgent
client need, thereby giving them a competitive advantage over us. Our primary
competitors come from a variety of market segments, including other information
technology service providers, large accounting, consulting and other
professional service firms, packaged software vendors and service groups of
computer equipment companies.

     Our marketplace is experiencing rapid changes in its competitive landscape.
For instance, one of the "Big 5" accounting and consulting firms sold its
consulting business, the former consulting practice of a "Big 5" accounting firm
has become a public company and others have indicated plans or proposals to sell
their consulting businesses or to seek capital in the public markets. These
changes in our marketplace may create potentially larger and better capitalized
competitors with enhanced abilities to attract and retain their professionals.
We also compete with our clients' internal resources, particularly where these
resources represent a fixed cost to the client. The competitive nature of our
industry may impose additional pricing pressures on us.

     Our ability to compete also depends in part on several factors beyond our
control, including the ability of our competitors to hire, retain and motivate
skilled professionals, the price at which others offer comparable services and
our competitors' responsiveness. There is a significant risk that this severe
competition will adversely affect our financial results in the future.

     We currently have only a limited ability to protect our important
intellectual property rights.

     We do not have any patents in the United States or any other jurisdiction
to protect our products or methods of doing business. Existing laws in the
United States offer limited protection for our business, and the laws of some
countries in which we provide services may not protect our intellectual property
rights even to the same limited extent as the laws of the United States. The
provisions in our agreements with clients which protect us against the
unauthorized use, transfer and disclosure of our intellectual property and
proprietary information may not be enforceable under the laws of some
jurisdictions. In addition, we are sometimes required to negotiate limits on
these provisions in our contracts.

     Our business includes the development of customized software modules in
connection with specific client engagements, particularly in our systems
integration business. We frequently assign to clients the copyright and other
intellectual property rights in some aspects of the software and documentation
developed for these clients. Although our contracts with our clients may provide
that we also retain rights to our intellectual property, it is possible that
clients will assert rights to, and seek to limit our use of, this intellectual
property.

     There can be no assurance that the steps we take will be adequate to deter
misappropriation of proprietary information or that we will be able to detect
unauthorized use and take appropriate steps to enforce our intellectual property
rights.


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

     We cannot be sure that our services do not infringe on the intellectual
property rights of others, and we may have infringement claims asserted against
us. These claims may harm our reputation, cost us money and prevent us from
offering some services. In our contracts, we agree 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, may injure our reputation, may result in costly delays or may
require us to enter into royalty or licensing arrangements.

     We may face legal liabilities and damage to our professional reputation
from claims made against our work.

     Many of our engagements involve projects that are critical to the
operations of our clients' businesses. If we fail to meet our contractual
obligations, we could be subject to legal liability, which could adversely
affect our business, operating results and financial condition. The provisions
we typically include in our contracts which are designed to limit our exposure
to legal claims relating to our services and the applications we develop may not
protect us or may not be enforceable under some circumstances or under the laws
of some jurisdictions. We have experienced liability claims in the past that
have resulted in litigation expenses and payments for settlements. It is likely,
because of the nature of our business, that we will be sued in the future.
Moreover, as a consulting firm, we depend to a large extent on our relationships
with our clients and our reputation for high caliber professional services and
integrity to retain and attract clients and employees. As a result, claims made
against our work may be more damaging in our industry than in other businesses.

Risks That Relate to Our Relationship with KPMG LLP and its Related Entities

     The agreements relating to our separation from KPMG LLP were not negotiated
on an arm's-length basis, and there is no assurance that these agreements are on
terms comparable to those that could have been obtained from unaffiliated third
parties.

     As part of our separation from KPMG LLP, we entered into a separation
agreement which governed the transfer of the assets and liabilities relating to
our business and contained indemnification provisions between us and KPMG LLP.
We have also entered into a non-competition agreement with KPMG LLP that
specifies which services will be offered by us and which by KPMG LLP. These
agreements were not the result of arm's-length negotiations, and therefore we
cannot assure you that their terms are comparable to the terms we could have
obtained from unaffiliated third parties.

     Under our transition services agreement, KPMG LLP will provide us with
basic administrative, clerical and processing services in areas such as
accounting support, technology support, human resources, employee benefits and
office space support. The fees we pay for many of these services are based on
the total costs of providing these services on a centralized basis to both our
company and KPMG LLP. We will be assessed an allocated portion of these costs
based on the relative headcount, usage and other factors of our company and KPMG
LLP. However, because these agreements were negotiated in the context of a
"parent-subsidiary" relationship and were not the result of arm's-length
negotiations, we may pay more or less for such services and receive better or
worse service than if we had purchased such services from third party providers.


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For information, see further "Transactions with Related Parties - KPMG LLP" in
the Notes to Financial Statements in our Form 10-K for the fiscal year ended
June 30, 2001.

     The termination of services provided under the transition services
agreement could involve significant expense which would adversely affect our
financial results.

     The services offered under the transition services agreement generally
expire on February 13, 2004. Use of the information technology and related
processing systems will expire on February 13, 2005. It is the intent of the
parties that, during the term of the agreement, our company will wind down its
receipt of services from KPMG LLP and will develop our own internal
infrastructure and support capabilities or seek third party providers of such
services.

     To the extent that the amount we pay KPMG LLP for any particular services
under the transition services agreement is less than the fee we would be charged
by a third party in an arm's-length transaction, the expiration or termination
of the transition services agreement could result in an additional expense which
would adversely affect our financial results.

     In addition, as we terminate or wind down the receipt of services from KPMG
LLP, we will be obligated to pay to KPMG LLP any "termination costs" incurred as
a result of KPMG LLP having made investments in systems, personnel or other
assets assuming our company would remain a part of KPMG LLP. Termination costs
include those costs incurred or to be incurred by KPMG LLP from the termination
or winding down of a service as a result of KPMG LLP's investment in and
development of shared infrastructure and national support capabilities, such as
unneeded personnel, unnecessary software licensing arrangements, investments in
technology and any related costs of termination. For more detailed information
on the transition services agreement and the calculation of termination costs,
see "Transactions with Related Parties - KPMG LLP" in the Notes to Financial
Statements in our Form 10-K for the fiscal year ended June 30, 2001 and
"Liquidity and Capital Resources" in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in our Form 10-Q for the quarter
ended March 31, 2002.

     The member firms of KPMG International have the right to conduct business
under the name "KPMG Consulting," which may cause confusion among clients and
investors.

     On February 13, 2001, we entered into a limited license agreement with KPMG
International. The agreement granted us the right to use the KPMG name for a
period of up to four years after February 13, 2001. However, because the grant
of the name is not exclusive to our company, member firms of KPMG International
will also have the right to market consulting services under the name "KPMG
Consulting" in countries where we have not acquired the consulting practice of
the member firm. Consequently, the KPMG International member firms in Europe and
Asia, excluding those member firms who have sold us their consulting businesses,
may conduct business in their countries under the same name as our company. KPMG
International will use its best efforts to cause these member firms to
distinguish themselves from our company. Nonetheless, there is a potential for
clients, investors and analysts to confuse our company with these other
businesses. Adverse publicity regarding another "KPMG Consulting" firm may
damage our reputation as well as negatively affect our revenues or our efforts
to expand our revenues.


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     We have agreed not to compete with member firms of KPMG International in
territories where we have not acquired the consulting practice of the member
firm, which may limit our ability to develop a global company.

     In the limited license agreement with KPMG International relating to our
right to use the KPMG name, we have agreed not to compete with a member firm of
KPMG International outside of our "operating territories," which is defined to
mean the territories of member firms whose consulting practices we have
acquired. In addition, we have agreed not to solicit or hire any partner or
employee of a member firm without the consent of the firm. These restrictions
will apply until the later of (i) December 31, 2001 or (ii) six months after we
have notified KPMG International that we will terminate the limited license
agreement, but in no case later than February 13, 2005. The agreement provides
that if we are providing consulting services and products on a project primarily
based in our operating territories, we will be permitted to engage any person,
firm or entity that is not a member firm of KPMG International to deliver
consulting services and products for the portion of the services or products to
be provided on the project outside of our operating territories. The effect of
these restrictions may be to limit our ability during the non-competition period
to expand our physical presence in Europe and Asia, other than in those
countries where we have purchased the consulting business of a KPMG
International member firm, unless we obtain the consent of the local KPMG
International member firm. This, in turn, may adversely affect our ability to
compete against global consulting firms.

     The termination of the use of the KPMG name by our company may cause us to
lose brand and market recognition.

     Our agreement with KPMG International regarding the use of the KPMG name
requires us to change our name within four years after February 13, 2001.
Changing our name will require us to establish a new brand identity, and we
cannot assure that we will be able to do so successfully. This could adversely
affect our operations by limiting our ability to gain new contracts and by
increasing our marketing costs to establish our branding and name recognition.

     The non-competition agreement with KPMG LLP prohibits us from providing
certain services and may limit our ability to effectively move into certain new
services in the future.

     Our non-competition agreement with KPMG LLP prohibits us from offering tax
or assurance services, including attestation and verification services, and
defined consulting services which were historically and will continue to be
provided by KPMG LLP's tax and assurance practices. This prohibition may limit
our ability to serve our clients.

     In the event that both we and KPMG LLP desire to provide a new type of
service or in the event we cannot agree with KPMG LLP as to who has the right to
provide an existing service, the non-competition agreement provides a framework
for resolving such disputes. However, if this process fails to resolve any such
dispute in a timely and efficient manner, we may lose the opportunity to enter
into a new market or pursue sales leads on a timely basis. In addition, ongoing
disputes with KPMG LLP as to who can provide a type of existing or new service
may result in both us and KPMG LLP bidding on similar work which, in turn, may
damage our reputation in the marketplace.


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     We cannot assure you that KPMG LLP will not provide systems integration
consulting services after the expiration of the non-competition agreement.

     During the five-year term of the non-competition agreement, KPMG LLP will
be prohibited from offering systems integration consulting services, which is
the consulting business transferred by KPMG LLP to our company. KPMG LLP
informed us prior to our initial public offering that it had made no
determination as to whether it will provide any systems integration consulting
services following the expiration of the five-year period. KPMG LLP has no
obligation to inform us of its intentions, and it is possible that KPMG LLP may
provide systems integration consulting services after the expiration of this
agreement.

     We cannot assure you that our separation from KPMG LLP will not have an
adverse effect on some of our client relationships.

     A portion of our clients are also audit clients of KPMG LLP. Of our top 150
clients, as measured by revenues in fiscal year 2000, 28 clients, or 19%, were
also audit clients of KPMG LLP. These 28 clients represented approximately 21%
of fiscal year 2000 revenues we received from our top 150 clients. During fiscal
year 2000, we added approximately 745 new clients. Of this total, 99 clients, or
13%, were also audit clients of KPMG LLP. While we do not believe that audit
clients have generally hired us because we were part of KPMG LLP, we cannot
assure you that our separation from KPMG LLP and the complete divestiture by
KPMG LLP of its holdings of our common stock will not adversely affect these
clients' relationships or our ability to obtain new engagements.

Risks that Relate to Our Relationship with Cisco

     Our alliance agreement with Cisco may require us to make investments in
personnel and equipment even if we do not generate sufficient corresponding
revenues for us, which may decrease our net income.

     Under our alliance agreement with Cisco, we have agreed to increase the
number of consultants trained to perform certain tasks by certain dates. To meet
these goals, we will need to hire new personnel and invest in training new and
existing personnel. In addition, we have committed to building six solution
centers which provide clients advanced technology equipment to develop,
demonstrate and provide training on our service offerings using Cisco hardware.
The alliance agreement with Cisco requires us to meet these training and
solution center development schedules even in the event that the results of our
operations do not justify such activities. If the anticipated benefits of our
alliance with Cisco do not materialize, or fail to materialize in the time frame
we anticipate, and we nonetheless have to hire additional consultants or make
additional investments in Cisco-related equipment, it could adversely affect our
profitability.

     Our alliance agreement with Cisco does not prevent Cisco from entering into
similar agreements with our competitors, and any agreements with competitors
might diminish the effectiveness of our relationship with Cisco without reducing
our obligations under the alliance agreement.

     As a part of our alliance agreement with Cisco, we have agreed to make
investments in personnel, training and equipment and to limitations on our
ability to jointly market with Lucent Technologies Inc., Nortel Networks
Corporation, Alcatel S.A. or Juniper Networks. These obligations and
restrictions will


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remain in place even if Cisco enters into a similar arrangement with one of our
competitors. We believe, based on published reports, that Cisco has entered into
joint marketing agreements with certain of our competitors, including Cap Gemini
Ernst & Young and PriceWaterhouseCoopers LLP. To the extent that either of these
arrangements or any future arrangements entered into by Cisco and our other
competitors are similar in nature and scope to our agreement, the effectiveness
of our joint marketing efforts may be negatively impacted and our relationship
with Cisco may generate lower revenues than we anticipate, which could adversely
affect our profitability.

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