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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 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 affected by general economic
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. 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--Quarterly Results" in our S-1 Registration Statement.


         THE HISTORICAL AND PRO FORMA FINANCIAL INFORMATION IN OUR S-1
REGISTRATION STATEMENT MAY NOT PERMIT YOU TO PREDICT OUR COMPANY'S COSTS OF
OPERATIONS.

         The historical financial information in our S-1 Registration Statement
does not reflect the added costs we expect to incur as a separate public company
or the resulting changes that will occur in our capital structure and
operations. Because we have been a part of KPMG LLP, we have been able to use
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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 actually be more 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. See "Our Arrangements with KPMG LLP--Transition Services
Agreement" in our S-1 Registration Statement. For more information on our
historical financial statements and pro forma financial information, see "Pro
Forma Financial Information" and our combined financial statements and related
footnotes in our S-1 Registration Statement.


         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 certain of our
directors, see "Management" in our S-1 Registration Statement.


         WE MAY HAVE DIFFICULTY INTEGRATING OR MANAGING ACQUIRED BUSINESSES,
WHICH MAY HARM OUR FINANCIAL RESULTS OR REPUTATION IN THE MARKETPLACE.

         Recently, we have expanded by making acquisitions, such as the
acquisition of Softline Consulting & Integrators, Inc. We have also recently
acquired the consulting businesses from the member firms of KPMG International
in Argentina, Brazil, Canada, Colombia, Costa Rica, Guatemala, Ireland, Japan,
Mexico, the Netherlands Antilles, New Zealand, Nicaragua, South Korea, Peru 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. See "Business--International Expansion"
in our S-1 Registration Statement.


         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 have explored, on a preliminary basis, with a
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number of the KPMG International firms in Europe the possibility of acquiring
their consulting businesses. We cannot assure you that we will reach an
agreement with them 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 with the local KPMG consulting
practices including, among others, the practices in Bolivia, the Dominican
Republic and Southeast Asia. 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. For more information, see "Business--International
Expansion" in our S-1 Registration Statement.


         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 are increasingly 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. For more information, see
"Business--International Expansion" in our S-1 Registration Statement.


         WE USED MOST 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 INDEBTEDNESS TO KPMG LLP AND TO REPAY IN
PART OUR OUTSTANDING INDEBTEDNESS UNDER OUR RECEIVABLES PURCHASE FACILITY, SO
OUR LIQUIDITY WILL DEPEND ON INTERNALLY GENERATED RESOURCES AND OUR CREDIT
FACILITIES.
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         We used most 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. See "Use of Proceeds" in our Form 10-Q for the quarter ended December
31, 2000. As a result, only approximately $28.2 million of our proceeds from
this offering were available for working capital, and 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% and 26.8% for fiscal years 1999 and 2000 and the six months
ended December 31, 2000, 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% and 9.5% for fiscal years 1999 and 2000 and the six months ended
December 31, 2000, 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. For more information, see "Business--Employees and Our Culture" and
"Our Arrangements with KPMG LLP--Member Distribution Agreements" in our
Registration Statement on Form S-1 (Registration No. 333-36328) (referred to
below as "our S-1 Registration Statement").
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         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.

         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. For more
information about our rapidly changing industry, see "Business--Industry
Background" in our S-1 Registration Statement.

         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., FedEx Corporation, Oracle Corporation, 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. For more
information, see "Business--Our Joint Marketing Relationships" in our S-1
Registration Statement.

         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 and 2000 and the six months ended December 31, 2000, , our public
services segment revenues represented 28%, 30% and 26% , 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
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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, including delays caused by factors outside
our control, could make these contracts less profitable or unprofitable. For
more information, see "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business--Sales and Marketing" in our
S-1 Registration Statement.


         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. Published reports indicate that
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 would 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.
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         In the United States and abroad, governments have recently 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 new 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.

         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 firms sold its consulting
business, 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. For more information, see "Business--Competition" in our S-1
Registration Statement.
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         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. For more information, see "Business--Intellectual Property" in
our S-1 Registration Statement.


         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. For more
information, see "Business--Intellectual Property" in our S-1 Registration
Statement.


         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 which
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
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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 are 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.
For further information, see "Our Arrangements with KPMG LLP" in our S-1
Registration Statement.


         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
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information on the transition services agreement and the calculation of
termination costs, see "Our Arrangements with KPMG LLP--Transition Services
Agreement" in our S-1 Registration Statement.


         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. For more information, see "Our Arrangements with KPMG
LLP--Limited License Agreement" in our S-1 Registration Statement.


         WE HAVE AGREED NOT TO COMPETE WITH MEMBER FIRMS OF KPMG INTERNATIONAL
IN COUNTRIES 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 each country in which we have acquired the consulting practice of the
member firm. 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 or acquire its consulting practice. This, in turn, may
adversely affect our ability to compete against global consulting firms. For
more information, see "Our Arrangements with KPMG LLP--Limited License
Agreement" in our S-1 Registration Statement.


         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
<PAGE>   11
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/or 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, such as business risk and
technology risk management services and other services utilizing KPMG LLP's
proprietary business measurement process as a platform for the delivery of such
services. KPMG LLP will continue to offer these services. 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.

         For more information on the non-competition agreement and the services
we may not provide, see "Our Arrangements with KPMG LLP--Non-Competition
Agreement" in our S-1 Registration Statement.


         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 has
informed us that it has 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. For more information on the
non-competition agreement, see "Our Arrangements with KPMG LLP--Non-Competition
Agreement" in our S-1 Registration Statement.


         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
<PAGE>   12
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. For more information, see "Our Arrangements with Cisco--The
Alliance Agreement" in our S-1 Registration Statement.


         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 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.