---

---

---

---

---

---

---

---

---

---

Salomon Smith Barney

---

---

---

---

---

---

---

---

•

our agreement with 2,997 of our partners and former partners holding an aggregate of more than 787,972,151 Accenture Ltd Class A common shares, Accenture SCA Class I common shares and Accenture Canada Holdings exchangeable shares (or 697,329,125 after the offering and the transactions related to the offering) to further restrict the transfer of their equity interests acquired from Accenture until July 24, 2005, except for transfers in Accenture-approved transactions such as the offering, as described in “Certain Transactions and Relationships—Share Management Plan—Common Agreements”;

•

our plan to allow our partners and former partners to transfer their equity interests to their heirs or charitable donees in connection with estate and/or tax planning strategies, provided these transferees agree to be bound by the restrictions on transfer described above;

•

our plan to provide our partners and former partners with quarterly opportunities to sell or redeem, in Accenture-approved transactions with us or third parties, at or below market prices, equity interests as to which the transfer restrictions imposed prior to our initial public offering are no longer in effect; and

•

our creation of a share employee compensation trust that will acquire Class A common shares to fund equity awards to our future partners to preserve Accenture’s partnership culture and sense of stewardship.

---

Class A common shares offered by Accenture Ltd(1)

62,418,047 Class A common shares. For local tax reasons in certain jurisdictions, we intend to use proceeds from the offering to acquire or redeem an aggregate of 62,418,047 Class A common shares, Accenture SCA Class I common shares and Accenture Canada Holdings exchangeable shares from our partners and former partners in these jurisdictions.

Class A common shares offered by the selling shareholders

36,080,649 Class A common shares. To obtain the Accenture Ltd Class A common shares they will sell in the offering, some of the selling shareholders will redeem or exchange an aggregate of 13,589,540 Accenture SCA Class I common shares and Accenture Canada Holdings exchangeable shares for Accenture Ltd Class A common shares on a one-for-one basis immediately prior to the offering.

Class A common shares outstanding immediately before the offering and transactions related to the offering(2)

406,226,861 Class A common shares (or 1,001,402,161 Class A common shares if all Accenture SCA Class I common shares and Accenture Canada Holdings exchangeable shares not held by Accenture are redeemed or exchanged for newly issued Class A common shares on a one-for-one basis).

Class A common shares outstanding immediately after the offering and transactions related to the offering(2)

478,190,668 Class A common shares (or 1,001,402,161 Class A common shares if all Accenture SCA Class I common shares and Accenture Canada Holdings exchangeable shares not held by Accenture are redeemed or exchanged for newly issued Class A common shares on a one-for-one basis).

---

(1)

Unless otherwise indicated, all information in this prospectus is provided assuming no exercise of the underwriters’ option to purchase up to an aggregate of 14,774,804 additional Class A common shares from Accenture Ltd.

(2)

Class A common shares outstanding and other information in this prospectus based thereon do not reflect:

•

6,300,506 Class A common shares underlying restricted share units that are not fully vested; and

•

89,170,157 Class A common shares issuable pursuant to options.

---

Use of proceeds

For local tax reasons in certain jurisdictions, we intend to use the net proceeds from Accenture Ltd’s sale of 62,418,047 Class A common shares in the offering to acquire or redeem an aggregate of 62,418,047 Class A common shares, Accenture SCA Class I common shares and Accenture Canada Holdings exchangeable shares from some of our partners and former partners in these jurisdictions at a price equal to the initial price to public less the underwriting discount. We intend to use any proceeds from an exercise of the underwriters’ overallotment option to fund the share employee compensation trust.

The partners and certain former partners who are selling shareholders in the offering or from whom we intend to acquire or redeem shares as described above have each agreed to pay to us an amount equal to 3% of the gross proceeds from the disposition of their shares, less the amount of any underwriting discount. We will apply these amounts to cover all of the expenses of the offering, with the excess being applied to fund the share employee compensation trust.

Voting rights

Each Class A common share and each Class X common share entitles its holder to one vote per share on all matters submitted to a vote of shareholders of Accenture Ltd. Immediately following the offering and the transactions related to the offering, our partners will own or control Class A common shares and Class X common shares representing, in the aggregate, approximately 72% of the voting interest in Accenture Ltd, or approximately 71% if the underwriters exercise their overallotment option in full. All of our partners who hold Class A or Class X common shares have entered into a voting agreement that requires them to vote as a group with respect to all matters voted upon by shareholders of Accenture Ltd. For a discussion of the voting agreement, see “Certain

---

Transactions and Relationships—Voting Agreement.” Our partners will effectively control us for as long as they continue to hold a significant block of voting rights. Upon redemption or exchange of Accenture SCA Class I common shares and Accenture Canada Holdings exchangeable shares, Accenture Ltd will redeem a corresponding number of Accenture Ltd Class X common 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.

Dividend policy

We currently do not anticipate that Accenture Ltd or Accenture SCA will pay dividends.

Transfer restrictions

2,997 of our current and former partners, including all of our partners who will be participating in the offering and the transactions related to the offering, holding an aggregate of more than 787,972,151 Accenture Ltd Class A common shares, Accenture SCA Class I common shares and Accenture Canada Holdings exchangeable shares (or 697,329,125 after the offering and the transactions related to the offering), have agreed not to transfer their equity interests acquired from Accenture until July 24, 2005, except for sales in underwritten public offerings, share repurchases, sales or redemptions or other transactions, in each case as approved by Accenture, or to estate and/or tax planning vehicles approved by Accenture. See “Certain Transactions and Relationships—Share Management Plan.” The existing transfer restrictions in the voting agreement and the transfer rights agreement, which generally restrict sales until July 24, 2002 and then permit sales in increasing amounts over the subsequent seven years, will continue to apply. These transfer restrictions will be waived, however, to permit the Accenture-approved transactions described above, including the offering and the transactions related to the offering. See “Certain Transactions and Relationships—Voting Agreement” and “—Accenture SCA Transfer Rights Agreement.” See also “Risk Factors—Risks That Relate to Your Ownership of Our Class A Common Shares—Our share price may decline due to the large number of Class A common shares eligible for future sale.”

New York Stock Exchange symbol

“ACN”

Risk factors

For a discussion of some of the factors you should consider before buying our Class A common shares, see “Risk Factors.”

---

---

*

Historical information excludes payments for partner distributions in respect of 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 in respect of 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.

---

---

---

---

•

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

•

multiple and possibly overlapping and conflicting tax laws;

•

restrictions on the movement of cash;

•

the burdens of complying with a wide variety of national and local laws;

•

political instability;

•

currency fluctuations;

---

•

longer payment cycles;

•

restrictions on the import and export of certain technologies;

•

price controls or restrictions on exchange of foreign currencies; and

•

trade barriers.

•

large accounting, consulting and other professional service firms;

•

information technology service providers;

•

application service providers;

•

service groups of packaged software vendors and resellers; and

•

service groups of computer equipment companies.

---

•

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.

•

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 headcount in the appropriate areas of our workforce; and

•

our ability to manage attrition.

•

seasonality;

•

the business decisions of our clients regarding the use of our services;

•

the timing of projects and their termination;

•

the timing and extent of gains and losses on our portfolio of investments;

•

the timing of revenue or income or loss from affiliates;

•

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

•

the introduction of new products or services by us or our competitors;

•

changes in our pricing policies or those of our competitors;

•

our ability to manage costs, including personnel costs and support services costs;

•

costs related to possible acquisitions of other businesses; and

•

global economic and political conditions and related risks, including acts of terrorism.

---

•

elect the board of directors and remove directors;

•

control our management and policies;

•

determine the outcome of most corporate transactions or other matters submitted to the shareholders for approval, including mergers, amalgamations and the sale of all or substantially all of our assets; and

•

act in their own interest as partners, which may conflict with or not be the same as the interests of shareholders who are not partners.

•

select, for three to five years after our initial public offering, five partner nominees for election to membership on the board of directors of Accenture Ltd;

---

•

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 a non-binding vote with respect to any decision to eliminate or materially change the current practice of allocating partner compensation on a relative, or “unit,” basis.

•

802,598,610 Class A common shares (or 711,955,584 after the offering and the transactions related to the offering) held by our partners and former partners or issuable upon redemption or exchange of Accenture SCA Class I common shares and Accenture Canada Holdings exchangeable shares held by our partners and former partners are subject to contractual transfer restrictions. 2,997 of our current and former partners, including all of the partners who will be participating in the offering and the transactions related to the offering, holding an aggregate of more than 787,972,151 Accenture Ltd Class A common shares, Accenture SCA Class I common

---

•

In addition, 68,847,156 Class A common shares underlying restricted share units granted in connection with our initial public offering generally are scheduled to be delivered as follows:

•

In addition, 87,995,157 Class A common shares are issuable pursuant to options granted in connection with our initial public offering, of which:

•

options to purchase an aggregate of 14,205,000 Class A common shares generally will become exercisable in five equal annual installments beginning on July 19, 2002,

---

•

options to purchase an aggregate of 73,490,157 Class A common shares generally will become exercisable in four equal annual installments beginning on July 19, 2002 and

•

options to purchase an aggregate of 300,000 Class A common shares generally will become exercisable on January 19, 2004.

•

take advantage of opportunities, including more rapid expansion;

•

acquire complementary businesses or technologies;

•

develop new services and solutions; or

•

respond to competitive pressures.

---

---

---

---

---

(1)

Includes non-partner employees and former partners.

(2)

Generally consists of our partners in countries other than Australia, Canada, Denmark, France, Italy, New Zealand, Norway, Spain, Sweden and the United States.

(3)

Generally consists of our partners or former partners in Australia, Canada, Denmark, France, Italy, New Zealand, Norway, Spain, Sweden and the United States; certain of these Accenture partners did not receive Accenture Ltd Class X common shares and two Dutch foundations, Stichting Naritaweg I and Stichting Naritaweg II, hold these shares. Accenture partners in Canada and New Zealand do not hold Accenture Ltd Class A common shares or Accenture SCA Class I common shares, but instead hold Accenture Canada Holdings exchangeable shares. Each of these exchangeable shares is exchangeable at the option of the holder for an Accenture Ltd Class A common share on a one-for-one basis and entitles its holder to receive distributions equal to any distributions to which an Accenture Ltd Class A common share entitles its holder.

---

---

---

---

•

on a historical basis; and

•

as adjusted to reflect the offering at an assumed initial price to public of $21.15 per share (the last reported sale price of the Class A common shares on the New York Stock Exchange on May 13, 2002) and the transactions related to the offering.

---

---

*

Excludes payments for partner distributions in respect of 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 in respect of 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.

---

---

---

---

---

---

---

---

---

*

Excludes payments for partner distributions in respect of periods ended on or prior to May 31, 2001.

(1)

Operating income as a percentage of revenues before reimbursements was 21%, 21% and 6% for 1999, 2000 and 2001, respectively. Operating income as a percentage of revenues before reimbursements was 24% and 14% for the six months ended February 28, 2001 and 2002, respectively.

---

---

---

•

the transactions related to our transition to a corporate structure described under “Certain Transactions and Relationships—Reorganization and Related Transactions”;

•

compensation payments to employees who were partners prior to our transition to a corporate structure;

•

provision for corporate income taxes; and

•

Accenture Ltd’s initial public offering in July 2001.

•

net compensation cost of approximately $967 million resulting from the grant of restricted share units in connection with Accenture Ltd’s initial public offering; and

•

approximately $544 million for costs associated with our transition to a corporate structure.

---

---

n/m

= not meaningful

*

Historical information excludes payments for partner distributions in respect of periods ended on or prior to May 31, 2001.

---

---

n/m

= not meaningful

*

Historical information excludes payments for partner distributions in respect of periods ended on or prior to May 31, 2001.

---

(a)

Adjustments totaling $1,059 and $810 for the year ended August 31, 2001 and for the six months ended February 28, 2001, respectively, reflect the effects of partner compensation and benefit costs as if our transition to a corporate structure had occurred on September 1, 2000. Prior to our transition to a corporate structure, payments to our partners were generally accounted for as distributions of partners’ income, rather than compensation expense. For the year ended August 31, 2001 and for the six months ended February 28, 2001, compensation and benefit costs of partners have been allocated 69% to cost of services, 27% to sales and marketing, and 4% to general and administrative costs based on an estimate of the time spent on each activity at the appropriate cost rates.

(b)

One-time reorganization costs were incurred during the year ended August 31, 2001. Reorganization costs for the year ended August 31, 2001 include $89 of restructuring costs relating to our transition to a corporate structure and $455 of indirect taxes, such as capital and stamp duty imposed on transfers of assets to the new corporate holding company structure. Reorganization costs for the six months ended February 28, 2001 include $13 of restructuring costs relating to our transition to a corporate structure.

(c)

In connection with Accenture Ltd’s initial public offering, 68,481,815 fully vested restricted share units at $14.50 per share were granted in July 2001 to certain partners, former partners and employees. The $967 expense represents the fair value of fully vested restricted share units less $26 relating to canceled liabilities for a deferred bonus plan for employees. Each restricted share unit represents an unfunded, unsecured right, which is nontransferable except in the event of death, of a participant to receive an Accenture Ltd Class A common share on the date specified in the participant’s award agreement.

(d)

Reflects adjustments of $15 and $10 for the year ended August 31, 2001 and for the six months ended February 28, 2001, respectively, representing estimated interest expense on early-retirement benefits payable to partners.

(e)

Reflects adjustments for an estimated income tax provision as if we had operated in a corporate structure at a pro forma tax rate of 40%. The adjustment for the year ended August 31, 2001 is net of $222 relating to the revaluation of deferred tax liabilities upon change in tax status, including income taxes relating to mandatory changes in tax accounting methods, from a partnership to a corporate structure. As a series of related partnerships and corporations under the control of our partners, we generally were not subject to income taxes. However, some of the corporations were subject to income taxes in their local jurisdictions.

(f)

Minority interests for the year ended August 31, 2001 and for the six months ended February 28, 2001 are based on the assumption that minority interests as of August 31, 2001 existed throughout the fiscal year and do not give effect to the offering. As of August 31, 2001 partners owned a 59% minority interest in Accenture SCA and Accenture Canada Holdings Inc. Since Accenture Ltd is the sole general partner of Accenture SCA and owns the majority of the voting shares, Accenture Ltd consolidates Accenture SCA and its subsidiaries. Although the other shareholders of Accenture SCA hold more than 50% of the economic interest in Accenture SCA, they do not have voting control and therefore are considered to be a minority interest.

---

(g)

Earnings per share calculations for the year ended August 31, 2001 and for the six months ended February 28, 2001 are based on the assumption that shares and share equivalents outstanding as of August 31, 2001 were outstanding throughout the year and do not give effect to the offering. For the purposes of the pro forma earnings per share calculation, diluted outstanding shares include Accenture Class A common shares issuable or exchangeable upon redemption or exchange of shares held by SCA Class I common shareholders and Accenture Canada Holdings Inc. shareholders. The weighted average shares outstanding, basic and diluted, were calculated based on:

(h)

One-time rebranding costs were incurred during the year ended August 31, 2001 and during the six months ended February 28, 2001. Rebranding costs for the year ended August 31, 2001 and for the six months ended February 28, 2001 include $157 and $66, respectively, for the amortization of intangible assets relating to the final resolution of arbitration with Andersen Worldwide and Arthur Andersen as well as $147 and $110, respectively, from changing our name to Accenture. These amounts are considered pro forma as adjusted adjustments due to their nonrecurring nature.

---

---

---

---

---

---

---

---

---

---

---

*

Excludes payments for partner distributions in respect of periods ended on or prior to May 31, 2001.

---

•

take advantage of opportunities, including more rapid expansion;

•

acquire complementary businesses or technologies;

•

develop new services and solutions; or

•

respond to competitive pressures.

---

---

---

(1)

The contractual obligations are with Andersen Worldwide and/or its affiliates. In addition, we are obligated to provide up to $22,500 per year of services valued at then current retail billing rates for five years from 2001.

---

---

---

---

•

Seamless Execution on a Global Scale.    We operate globally with one common brand and business model designed to allow us to serve our clients on a consistent basis around the world. We believe that our global network of more than 75,000 employees in 47 countries provides us with a significant advantage in developing and delivering solutions for the most complex strategic, technological and operational opportunities and challenges that our clients face. Our professionals around the world share skills, insight, knowledge of local markets and service line expertise and receive a common base of extensive training to ensure the same high-quality services and solutions for clients globally.

---

•

Deep Industry Expertise.    We have developed specialized expertise and experience in the 18 industry groups in which our professionals work. Our industry focus enables our professionals to provide services with a thorough understanding of industry evolution, business issues and applicable technologies, and ultimately to deliver solutions tailored to each client’s industry.

•

Broad and Evolving Capabilities.    We offer our clients what we believe to be the broadest and deepest service offering expertise in the industry. Our eight service lines, which span our industry-focused operating groups, are Customer Relationship Management; Supply Chain Management; Human Performance; Strategy & Business Architecture; Finance & Performance Management; Solutions Engineering; Technology Research & Innovation; and Solutions Operations. More than 8,000 Accenture professionals are dedicated full time to specific service lines, helping to develop knowledge, assets and innovative solutions for clients across all of the industries we serve. These subject matter experts complement the nearly 54,000 professionals working within our operating groups who apply their knowledge of specific service lines to clients within specific industries. In addition, we have solution units that create, acquire and manage key assets, such as software and business architectures and methodologies for business processes, which are used to develop scalable solutions that can be offered to multiple clients. Some solution units serve clients across multiple industries, while others focus on specific industries.

•

Innovation in Outsourcing.    Using our knowledge of consulting, business processes, technology and outsourcing, we have developed business transformation outsourcing, an approach that combines outsourcing with many other elements of our client-service business to help clients achieve rapid, sustainable improvements in their business performance. Through this approach, which can be structured to be less capital-intensive to us than traditional outsourcing, we bring significant value-creating opportunities to our clients and share long-term responsibility with them for the most difficult aspects of developing and implementing new business models and operating crucial business and technology functions. Our approach has been recognized as a competitive differentiator for us, and we believe that we are well positioned to benefit from the growth opportunities in business transformation outsourcing.

•

Enduring Relationships with the World’s Leading Corporations and Governments.    We work with chief executive officers and other senior executives at many of the world’s largest and most successful organizations, including the top companies in virtually every industry sector, and governments worldwide. We serve 89 of the Fortune Global 100 and more than half of the Fortune Global 500. Our partners and other senior professionals are responsible for both winning client engagements and delivering service to clients, ensuring continuity between what we promise to our clients and what we deliver. We believe that our commitment to client satisfaction serves to strengthen and extend our relationships. For example, 86 of our top 100 clients in fiscal year 2001, ranked by revenues, have been our clients for at least each of the last five years, and more than 50 have been clients for at least each of the last 10 years. Our clients typically retain us on a non-exclusive basis.

•

Technology Innovation and Implementation.    Technology is part of our heritage and is fundamental to our service offerings. We are a leader in the development and implementation of technology-based business solutions that create value for our clients. We leverage our affiliate companies and our more than 100 alliances with leading technology providers—in addition to our own innovative tools, methodologies, software and other intellectual property—to enhance our ability to develop and deploy technical solutions, particularly across large-scale, global platforms.

•

Distinctive People and Culture.    Our most important asset is our people. We are deeply committed to the long-term development of our employees, whom we recruit from universities and industry. Each professional receives extensive and focused technical and managerial skills

---

•

Proven, Tenured and Highly Motivated Management Team.    Our more than 2,700 partners manage our day-to-day activities and client relationships and have an average of nearly 14 years of experience with us. In addition to establishing and supporting enduring client relationships, our partners focus on mentoring our professionals at all levels to develop the next generation of leadership. Immediately following the offering and the transactions related to the offering, our partners will own approximately 72% of the equity in our business, or 71% if the underwriters exercise their overallotment option in full.

•

Highly Diversified Business by Industry, Geography and Technology.    Our global business is highly diverse. We operate across virtually every industry and geography, delivering a wide range of business and technology solutions and services to address the strategic and functional business challenges that organizations face. As a result, we can deploy our professionals anywhere in the world in response to evolving marketplace opportunities or challenges. Not only does our diversification enable us to take advantage of changing business, technological and economic conditions worldwide, it also allows us to manage through geographic and industry market cycles.

•

History of Staying Ahead of Industry Trends.    Throughout our history, we have reinvented ourselves to capitalize on evolving management trends and technologies for the benefit of our clients. We pioneered systems integration and business integration; we led the deployment of enterprise resource planning, customer relationship management and electronic services; and we have established ourselves as a leader in today’s marketplace, including in the business transformation outsourcing arena. We constantly adapt our service offerings in anticipation of future industry trends.

•

Leverage Our Expertise in Business Transformation Outsourcing.    We are helping our clients create value by leveraging information technology to reinvent and transform fundamental business operations. Using our knowledge of consulting, business processes, technology and outsourcing, we believe we are well positioned to develop and implement new business models

---

•

Enhance Our Strategic Delivery Model.    Delivering services efficiently to our clients is crucial to our performance as well as theirs. Through our strategic delivery model, we target significant cost improvement in large-scale client delivery. Our strategic delivery model has three components: (1) our client teams working at client sites, who understand a client’s business environment and bring deep industry skills; (2) our global network of more than 40 delivery centers, with repeatable assets and architectures; and (3) our aggressive use of offshore resources, including our development facilities in the Philippines, Spain, the Czech Republic and India. Our client teams leverage our delivery centers and offshore development facilities to create tailored solutions for clients quickly and efficiently, ensuring that clients receive the highest-value solutions at lower cost.

•

Create Asset-Based Solutions to Drive Superior Results.    Through our solution units and other parts of our organization we create assets, such as software and business architectures and methodologies for business processes, that enable us to rapidly implement market-ready solutions for our clients. One example is Navitaire Inc., an Accenture affiliate that provides airlines with reservations, ticketing and revenue management services. Another is Indeliq, also an Accenture affiliate and part of our Accenture Learning solution unit, which develops performance simulation electronic learning applications based on patents and technology that we contributed to the company. We recognize the value of intellectual property in the new marketplace and vigorously create, harvest and protect our intellectual property. We have filed more than 1,000 patent applications in the United States and other jurisdictions to date and have been issued more than 50 U.S. patents.

•

Aggressively Grow in Attractive Geographic Markets.    Demand for the services we provide is growing rapidly in both established and emerging economies. We have offices in 47 countries around the world and, while we are a leader in the majority of markets in which we operate, we believe there are significant opportunities for us to grow in multiple geographies, including by way of investment. Given the fragmented nature of the worldwide business consulting and information technology services market, and based on our knowledge of the markets in each of the 47 countries in which we operate, we believe there is room for us to increase our market share on a global basis.

•

Accelerate and Ride the “Waves of Change.”    Industry today is characterized by ongoing waves of technological and business change that present our clients with significant value-creation opportunities. We leverage our network of businesses to help organizations apply business and technology solutions that create value by realizing the opportunities presented by these waves of change. We believe that our significant scale and access to capital will continue to enable us to make the investments in research and development, tools and methodologies and intellectual property necessary to anticipate these waves and rapidly develop and deliver business and technology solutions based on them.

•

Enhance Our Operational Efficiency.    As experts in operational efficiency, we provide value to our clients as well as our shareholders by maintaining our organization as a cost-

---

•

Foster a Great Place to Work.    Our ability to hire, train, develop, motivate and retain our professionals is critical to our success. To attract and retain these professionals, we have a “great place to work” program, which includes performance metrics to hold our leadership accountable for employee satisfaction and retention. Our goal is to create an environment in which we can:

•

develop inspiring leaders;

•

cultivate a diverse workforce;

•

create interesting work;

•

provide continuous learning;

•

support flexible workstyles; and

•

provide competitive rewards.

---

---

•

Communications.   Our Communications industry group serves many of the world’s leading wireline, wireless, cable and satellite communications companies. In fiscal year 2001, we served 19 of the 24 telecommunications companies in the Fortune Global 500. We provide a wide range of services designed to help our communications clients increase margins and market share, improve customer retention, increase revenues, reduce overall costs and accelerate sales cycles. For instance, communications companies have extremely complex billing systems, and we believe that our industry knowledge and experience have made us the industry leader in developing, implementing and operating billing systems tailored to our clients’ needs. We have expertise in advanced networks, including third-generation wireless and interactive TV networks, as demonstrated by our numerous patent applications in areas such as high-speed networks, system architectures and bandwidth trading. Over the last decade, we have worked with many of the world’s leading communications companies on a number of strategic, operational and systems consulting projects. For example, since 1998 we have been managing many of BellSouth’s applications as part of one of the largest information technology outsourcing arrangements in the telecommunications industry. BellSouth recently extended our contract to 2007 and expanded the scope of applications and projects that we are managing. We also recently teamed with Verizon Wireless to provide an integrated mobile services bureau to major corporations, enabling them to take advantage of the growing demand for wireless services.

•

Electronics & High Tech.    Our Electronics & High Tech industry group serves the aerospace, defense, electronics, high technology and network communications industries. In fiscal year 2001, we worked with 43 of the 54 aerospace and defense; computers and office equipment; electronics and electrical equipment; Net software and services; network and other communications equipment; scientific, photo and control equipment; and semiconductor and other electronic components companies in the Fortune Global 500. This industry group provides services in areas such as electronic commerce and strategy and supply chain management. For instance, we helped Dell Computer upgrade its already world-class manufacturing infrastructure as part of an accelerated supply chain solution. A key element was a rigorous process-reengineering program that enables Dell to keep no more than a few hours of inventory of parts and supplies on hand, substantially reducing inventory and carrying costs at its manufacturing facilities. We also helped EMC, a leading enterprise data storage company, implement a global information infrastructure and enhance business processes to give the company the flexibility and scalability needed to keep pace with future growth. One of the program’s key benefits was a significant reduction in the amount of time it takes to make changes in product design and manufacturing.

•

Media & Entertainment.    Our Media & Entertainment industry group serves entertainment, print and publishing companies, as well as innovative new ventures and Internet companies. In fiscal year 2001, we worked with five of the eight entertainment, printing and publishing companies in the Fortune Global 500. Our Media & Entertainment industry group provides an array of services ranging from customer relationship management to digital content infrastructure and electronic business solutions. We recently helped Sony build a high-volume, direct-to-consumer channel to enhance its ability to distribute PlayStation games across Europe. We designed, built and implemented PlayStation.com in one integrated project and on a short timeline, helping transform Sony’s European operation from a wholesale conduit for Sony products into a multi-channel enterprise with a direct relationship to consumers. We have also helped our media and entertainment clients use digital content services and exploit mobile and broadband commerce. For instance, teaming with Avanade and Microsoft, we helped EMI Recorded Music implement a storage and retrieval solution for more than 135,000 digitized music assets, which can be distributed almost anywhere, anytime and in any digital format.

---

•

Banking.    In fiscal year 2001, our Banking industry group worked with 50 of the 67 commercial and savings banks, diversified financials and securities companies in the Fortune Global 500. We also work with a variety of new entrants and innovators, such as online banks and brokerages. We help these organizations develop and execute strategies to target, acquire and retain customers more effectively, expand product and service offerings, and leverage new technologies and distribution channels. For instance, Alnova, an Accenture solution unit within our Financial Services operating group, developed a multi-channel transaction processing software asset for the banking industry, which has been installed in 94 financial institutions in 18 countries. We helped Visa USA, one of the world’s largest consumer payment systems, transform its information systems infrastructure to handle the volume growth and complexity of the company’s vision of universal commerce, in which payment transactions can take place in virtually any location, anytime and in any manner. This solution, called Visa Direct Exchange, is a secure, scalable, open-system technology platform designed to serve as the network and messaging backbone of Visa’s universal commerce initiatives for years to come. The new system, one of the largest of its kind in the world, is able to grow to support more than 40 billion transactions annually, with near-term capabilities of 20,000 transactions per second.

---

•

Health Services.    Our Health Services industry group serves integrated health care providers, health insurers, managed care organizations, biotech and life sciences companies and policy-making authorities. In fiscal year 2001, our Health Services industry group served seven of the 12 health care companies and health care wholesalers in the Fortune Global 500. We are helping our clients in the health plan and health insurance area in North America accelerate their business by connecting consumers, physicians and other stakeholders through electronic commerce. For example, we helped Highmark Blue Cross Blue Shield develop and execute an electronic consumer health management strategy, including separate portals for consumers, providers, groups and agents. In Europe, we are helping create new connections between governments, physicians and insurers.

•

Insurance.    Our Insurance industry group helps property and casualty insurers, life insurers, reinsurance firms and insurance brokers improve business processes, develop Internet insurance businesses and improve the quality and consistency of risk selection decisions. In fiscal year 2001, we served 33 of the 48 insurance companies in the Fortune Global 500. We have been helping Pacific Life design and implement an innovative service capability for its agent network. Components of the solution include automated document management and workflow and a knowledge management application. These components, coupled with a new technology infrastructure, are designed to enable Pacific Life to continue its high-end product and services strategy while enhancing the capabilities of its employees to service Pacific Life’s multiple distribution systems and complex product suite. We are also working with AXA France on a project to help the insurer become more customer-centric; the initiative aims to increase AXA’s cross-selling ratio significantly and help grow its asset-accumulation business. Our Insurance industry group has also developed a claims management capability that enables insurers to provide better customer service while optimizing claims costs. The implementation of this solution at the Chubb Group of Insurance Companies should enable the insurer to retire its core legacy systems and realize significant reductions in unallocated expenses and claims overpayments.

---

•

Automotive.    Our Automotive industry group works with auto manufacturers, suppliers, dealers, retailers and service providers. In fiscal year 2001, we served 16 of the 30 motor vehicles and parts and rubber and plastic products companies in the Fortune Global 500. Our automotive industry professionals work with clients to 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. For example, we are helping Peugeot increase sales and improve customer service by working with them in multiple countries to design, develop and deploy Web sites that better meet the needs of Peugeot’s customers and prospects. The project features innovative business-to-consumer sites offering Peugeot’s customers a range of services, including an advanced showroom, used car searches, car configuration, dealer contact integration and personalized owner services. We are also collaborating with Microsoft to accelerate the auto industry’s ability to cost-effectively implement and maintain advanced automotive telematics solutions. Together we offer automakers, suppliers and telematics service providers a seamless integration process for in-vehicle consumer services.

•

Consumer Goods & Services.    Our Consumer Goods & Services industry group helps food, beverage, tobacco, household products, cosmetics and apparel companies move beyond incremental cost cutting to establish bolder innovation and growth agendas. In fiscal year 2001, we worked with 15 of the 17 beverage, consumer food products, soap, cosmetics and tobacco companies in the Fortune Global 500. This industry group adds value to companies through innovative service offerings that address, among other things, new ways of reaching the retail trade and consumers through precision consumer marketing, maximizing brand synergies and cost reductions in mergers and acquisitions, improving supply chain efficiencies through collaborative commerce business models, and enhancing the efficiency of their internal operations. For instance, we helped Coca-Cola Bottlers Philippines develop a shared-services strategy for reducing the cost and improving the service of the company’s finance organization.

---

•

Industrial Equipment.    Our Industrial Equipment industry group serves the industrial and electrical equipment, construction, consumer durable and heavy equipment industries. In fiscal year 2001, we served seven of the nine building materials, glass, and industrial and farm equipment companies in the Fortune Global 500. We help our clients increase operating and supply chain efficiency by improving processes and leveraging technology. For example, we implemented a sophisticated enterprise-wide technology solution for Komatsu to help the company increase the efficiency of its back- and front-office functions in the United States. We also work with clients to generate value from strategic mergers and acquisitions. As part of the merger of BTR and Siebe to create Invensys, an automation and controls company, we helped manage the integration of more than 200 workstreams covering human resources, finance, procurement and supply chain management. Our Industrial Equipment industry group also develops and deploys innovative solutions in the areas of channel management, collaborative product design, remote field maintenance, enterprise application integration and outsourcing.

•

Pharmaceuticals & Medical Products.    Our Pharmaceuticals & Medical Products industry group serves pharmaceuticals, biotechnology, medical products and other industry-related companies. In fiscal year 2001, we served all 13 of the pharmaceuticals companies in the Fortune Global 500. 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 it takes to develop and deliver new drugs to market through process improvements and implementation of technology. For example, we helped the Medicines Control Agency in the United Kingdom use electronic commerce technologies to improve its efficiency in submitting and processing regulatory applications. We are also working with Wyeth-Ayerst Laboratories, the pharmaceutical division of Wyeth, to implement a customer management system anchored by Siebel ePharma Sales. This initiative is designed to help Wyeth’s 5,000-member sales force enhance the quality and productivity of visits with medical professionals and customers, while minimizing corresponding administrative tasks. 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.    Our Retail industry group serves a wide spectrum of retailers ranging from convenience stores to destination stores, including supermarkets, specialty premium retailers and large mass-merchandise discounters. In fiscal year 2001, we served 23 of the 53 food and drug stores, food services companies, general merchandisers and specialty retailers, as well as three of the trading companies, in the Fortune Global 500. Our Retail industry group professionals work with retailers worldwide to create sustainable value measured by improved profitability and customer satisfaction, revenue growth, decreased costs and, where relevant, shareholder value. Our approach applies innovative business processes and breakthrough analytical tools to all areas of the business, including merchandising, marketing, supply chain, store operations and customers. We recently formed an alliance with Retek to help retailers increase revenue and profit growth through a combination of our intellectual property and industry experience and Retek’s suite of retail-specific applications. We also help our clients develop and execute strategies for outsourcing, mergers and acquisitions, global expansion, and electronic and mobile commerce. For example, Best Buy engaged us for a two-year program, called Process to Profits, designed to drive shareholder value and enhance the retailer’s capabilities through improved assortment planning, pricing, inventory management, product sourcing and advertising effectiveness. The program’s success led Best Buy to publicly credit Accenture with playing a strong role in the company’s return to profitability. Through a long-term contract, we are also working with J Sainsbury plc to help the company transform its business and technology to improve its

---

•

Transportation & Travel Services.    Our Transportation & Travel Services industry group serves clients in the airline, freight transportation, third-party logistics, hospitality, gaming, car rental, passenger rail and travel distribution industries. In fiscal year 2001, we served 16 of the 24 airline, railroad, mail, package and freight delivery companies and postal services in the Fortune Global 500. 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. For example, through a co-sourcing arrangement with KLM we are helping the airline develop and maintain Web-enabled information systems designed to reduce the cost and time of applications development as well as enhance the quality of information systems. We are also working with Marriott International, a longtime client, to build and implement a shared services capability to improve the billing process at the company’s network of hotels. Through a transformation of systems, culture and organizational processes, the shared services model has delivered significant benefits for hotel guests and vendors, improving invoicing and payment. From a corporate perspective, the net cost savings have contributed to Marriott’s profitability objectives.

---

•

Chemicals.    Our Chemicals industry group has significant resources in Europe, Asia, Japan and the Americas and works with a wide cross-section of industry segments, including specialty chemicals, industrial chemicals, polymers and plastics, gases and life science companies. In fiscal year 2001 we worked with nine of the 10 chemicals companies, as well as several of the petroleum refining companies, in the Fortune Global 500. We also have long-term operations contracts with many of the industry leaders. For instance, our innovative outsourcing arrangement with The Dow Chemical Company for information technology application development is designed to improve Dow’s return on its information technology investment. Additionally, in an extension of our information technology outsourcing arrangement with DuPont, we are engaged in a global initiative to enhance the company’s collaboration with its customers, reduce supply chain costs and increase efficiencies across the company’s worldwide operations. Under the agreement, which deepens the decade-long relationship between our two companies, we will design and build a global enterprise resource planning solution for much of DuPont’s operations. DuPont will also outsource maintenance and support for this solution to us for a six-year term. We believe that our strategic delivery model, which leverages skilled resources at our global delivery centers, enabled us to provide DuPont with an innovative and cost-effective solution.

•

Energy.    Our Energy industry group serves a wide range of companies in the oil and gas industry, including upstream, downstream and oil services companies. In fiscal year 2001, we served 29 of the 42 energy and petroleum refining companies in the Fortune Global 500. Our clients include BP, Shell and Exxon Mobil, among others. We help clients create cross-industry synergies and operational efficiencies through our multi-client outsourcing centers, forge alliances to advance integrated industry solutions, build and enhance trading and risk management operations, and exploit new business technologies. For instance, we recently expanded our longstanding relationship with Halliburton by signing an alliance with Halliburton’s

---

•

Forest Products.    In fiscal year 2001, we served five of the six forest and paper products companies in the Fortune Global 500. The Forest Products industry group helps our clients in the pulp and paper business achieve improvements in business performance. For instance, we helped Pennsylvania-based Glatfelter, a specialty paper manufacturer, redefine its mission and strategy, shifting from commodity forest products to higher-margin market segments. We also help our Forest Products clients use electronic commerce and the Internet to drive incremental value.

•

Metals & Mining.    Our Metals & Mining industry group serves metals industry clients located in the world’s key mining regions, including North America, Latin America, South Africa, Australia and South East Asia. In fiscal year 2001, we served nine of the 17 metals, mining and crude-oil production companies in the Fortune Global 500. The Metals & Mining industry group works with clients in areas such as electronic commerce, including procurement, supply-chain management and customer service. For example, we are working with Quadrem to design, build and support an electronic marketplace founded by 20 of the world’s largest mining, metals and mineral companies.

•

Utilities.    Our Utilities industry group works with electric, gas and water utilities around the world to respond to an evolving and highly competitive marketplace. In fiscal year 2001, we served 14 of the 18 gas and electric utilities, as well as several of the energy companies, in the Fortune Global 500. Our work includes helping utilities transform themselves from state-owned, regulated local entities to global deregulated corporations, as well as developing diverse products and service offerings to help our clients deliver higher levels of convenience and service to their customers. These offerings include trading and risk management, supply chain optimization and customer relationship management. We are also working with new electricity power exchanges to bring producers together with the goal of improving service to consumers and reducing rates.

---

---

---

---

---

---

---

---

---

---

•

Information technology outsourcing and services companies.    In addition to information technology outsourcing, these companies also offer consulting and systems integration capabilities for a complete solution.

•

Major accounting and consulting firms.    Over the past few years, the major accounting firms have built significant consulting operations with broad capabilities and geographic coverage. Some of these firms have sold or are in the process of selling their consulting businesses. Other firms are restructuring to separate audit and consulting practices to meet regulatory requirements, as well as to gain access to equity markets.

---

•

Management and strategy consulting firms.    These firms continue to focus on high-level corporate strategy for their traditional clients and emerging companies. Many have recently added a focus on information technology and electronic commerce strategy.

•

Information technology product and service vendors.    Product vendors offer technical consulting to support their own products while also maintaining alliance relationships with major consulting firms, and these organizations typically attempt to broaden their services beyond their product suites. We also compete with application service providers.

•

skills and capabilities of people;

•

reputation and client references;

•

price;

•

scope of services;

•

service delivery approach;

•

technical and industry expertise;

•

perceived ability to add value;

•

quality of services and solutions;

•

focus on achieving results on a timely basis;

•

availability of appropriate resources; and

•

global reach and scale.

---

---

---

---

---

---

---

•

a nominating committee;

•

an audit committee; and

•

a compensation committee.

•

review the performance of the independent accountants and make recommendations to the board regarding the appointment or termination of the independent accountants;

•

oversee that management has maintained the reliability and integrity of our accounting policies and financial reporting and disclosure practices;

•

oversee that management has established and maintained procedures designed to assure that an adequate system of internal controls is functioning; and

•

oversee that management has established and maintained procedures designed to assure our compliance with applicable laws, regulations and corporate policy.

---

---

(1)

Amounts in the table with respect to periods prior to the consummation of Accenture’s transition to a corporate structure on May 31, 2001 consist of distributions of partnership income, including realized gains on investments and return on capital at risk. These amounts are not comparable to executive compensation in the customary sense. With respect to periods subsequent to May 31, 2001, amounts in this table reflect the salary actually paid to the Named Executive Officers.

---

---

---

---

---

---

---

•

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.

---

•

to participate as a seller in underwritten public offerings (including the offering), share repurchases, 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 become bound by the terms of the common agreement, in each case as approved in writing by Accenture Ltd as further described below under “—Approved Family Transfers.”

•

to participate as a seller in underwritten public offerings (including the offering), share repurchases, 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 become bound by the terms of the common agreement, in each case as approved in writing by Accenture SCA or Accenture Ltd as further described below under “—Approved Family Transfers.”

---

---

•

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.

---

---

•

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.

---

•

participate as sellers in underwritten public offerings of common shares and tender and exchange offers and share repurchase 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).

---

•

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.

---

•

participate as sellers in underwritten public offerings of common shares and tender and exchange offers and share repurchase 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).

---

•

select, for three to five years after July 24, 2001, five partner nominees for membership on the board of directors of Accenture Ltd;

•

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 July 24, 2001;

•

vote on new partner admissions;

•

approve the partners’ income plan as described below; and

•

hold a non-binding vote with respect to any decision to eliminate or materially change the current practice of allocating partner compensation on a relative, or “unit,” basis.

---

---

---

•

Arthur Andersen LLP and other Arthur Andersen firms that agree to provide services, including tax services, will provide such services to Accenture for six years for $60 million per year;

•

Arthur Andersen LLP will provide accommodations and related facility-use services to Accenture at its training facility in St. Charles, Illinois, for specified occupancy rates for five years for $60 million per year; and

•

Accenture will provide Arthur Andersen LLP and other Arthur Andersen firms that agree to receive consulting services with such services at no cost to Arthur Andersen for five years up to $22.5 million per year at our published billing rate.

---

---

---

(1)

Each party to 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—Voting Agreement.”

---

---

*

Less than 1% of Accenture Ltd Class A common shares outstanding.

**

Less than 1% of Accenture Ltd Class X common shares outstanding.

***

Less than 1% of the total number of Accenture Ltd Class A and Class X common shares outstanding.

(1)

Excludes any common shares subject to the voting agreement referred to below that are owned by other parties to the voting agreement. While each of Joe W. Forehand, Stephan A. James, Karl-Heinz Flöther, Joel P. Friedman, William D. Green, Masakatsu Mori, Diego Visconti, Jackson L. Wilson, Jr. and Michael G. McGrath is a party to the voting agreement and the Accenture Ltd common shares beneficially owned by these persons are subject thereto, each disclaims beneficial ownership of the common shares subject to the voting agreement other than those specified above for each such person individually. See “Certain Transactions and Relationships—Voting Agreement.”

(2)

Joe W. Forehand owns 1,406,889 Class I common shares of Accenture SCA prior to the offering and will own 1,406,889 Class I common shares after the offering.

(3)

Stephan A. James owns 1,148,676 Class I common shares of Accenture SCA prior to the offering and will own 1,148,676 Class I common shares after the offering.

(4)

Joel P. Friedman owns 840,257 Class I common shares of Accenture SCA prior to the offering and will own 773,037 Class I common shares after the offering.

(5)

William D. Green owns 1,087,985 Class I common shares of Accenture SCA prior to the offering and will own 1,000,947 Class I common shares after the offering.

(6)

Diego Visconti owns 945,582 Class I common shares of Accenture SCA prior to the offering and will own 870,582 Class I common shares after the offering.

(7)

Jackson L. Wilson, Jr. owns 1,187,063 Class I common shares of Accenture SCA prior to the offering and will own 1,092,098 Class I common shares after the offering.

(8)

Michael G. McGrath owns 1,057,938 Class I common shares of Accenture SCA prior to the offering and will own 1,057,938 Class I common shares after the offering.

---

---

•

20,000,000,000 Class A common shares, par value $0.0000225 per share;

•

1,000,000,000 Class X common shares, par value $0.0000225 per share; and

•

2,000,000,000 preferred shares, par value $0.0000225 per share.

---

---

---

---

---

•

802,598,610 Class A common shares (or 711,955,584 after the offering and the transactions related to the offering) held by our partners and former partners or issuable upon redemption or exchange of Accenture SCA Class I common shares and Accenture Canada Holdings exchangeable shares held by our partners and former partners are subject to contractual transfer restrictions. 2,997 of our current and former partners, including all of the partners who will be participating in the offering and the transactions related to the offering, holding an aggregate of more than 787,972,151 Accenture Ltd Class A common shares, Accenture SCA Class I common shares and Accenture Canada Holdings exchangeable shares (or 697,329,125 after the offering and the transactions related to the offering), have agreed not to transfer their equity interests acquired from Accenture until July 24, 2005, except for sales in underwritten public offerings, share repurchases, sales or redemptions or other transactions, in each case as approved by Accenture, or to estate and/or tax planning vehicles approved by Accenture. See “Certain Transactions and Relationships—Share Management Plan—Common Agreements.” The existing transfer restrictions in the voting agreement and the transfer rights agreement, which generally restrict sales until July 24, 2002 and then permit sales in increasing amounts over the subsequent seven years, will continue to apply. These transfer restrictions will be waived, however, to permit the Accenture-approved transactions described above. These contractual restrictions on transfer may not be enforceable in all cases. See “Certain Transactions and Relationships—Voting Agreement” and “—Accenture SCA Transfer Rights Agreement.” Accenture will approve the transfer by its partners and former partners of Class A common shares in connection with the offering and expects to approve additional transfers from time to time prior to 2005. All of these Class A common shares will also be subject to the underwriters’ lock-up described under “Underwriting.”

•

In addition, 68,847,156 Class A common shares underlying restricted share units granted in connection with our initial public offering generally are scheduled to be delivered as follows:

---

•

In addition, 87,995,157 Class A common shares are issuable pursuant to options granted in connection with our initial public offering, of which:

•

options to purchase an aggregate of 14,205,000 Class A common shares generally will become exercisable in five equal annual installments beginning on July 19, 2002,

•

options to purchase an aggregate of 73,490,157 Class A common shares generally will become exercisable in four equal annual installments beginning on July 19, 2002 and

•

options to purchase an aggregate of 300,000 Class A common shares generally will become exercisable on January 19, 2004.

•

one percent of the then outstanding Class A common shares; or

•

the average weekly trading volume in Class A common shares on the New York Stock Exchange during the four calendar weeks preceding the date on which notice of this sale is filed, provided that requirements concerning availability of public information, manner of sale and notice of sale are satisfied.

---

---

•

a citizen or resident of the United States;

•

a corporation or partnership created or organized in or under the laws of the United States or any political subdivision thereof;

•

an estate, the income of which is subject to United States federal income taxation regardless of its source; or

•

a trust that is subject to the supervision of a court within the United States and the control of one or more United States persons or that has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

---

•

a dealer in securities or currencies;

•

a trader in securities if you elect to use a mark-to-market method of accounting for your securities holdings;

•

a financial institution;

•

an insurance company;

•

a tax-exempt organization;

•

a person liable for alternative minimum tax;

•

a person holding Class A common shares as part of a hedging, integrated or conversion transaction, constructive sale or straddle;

•

a person owning, actually or constructively, 10% or more of our voting stock or 10% or more of the voting stock of any of our non-United States subsidiaries; or

•

a person whose functional currency is not the United States dollar.

---

•

foreign source passive income or, in the case of some holders, foreign source financial services income; and

•

United States source income,

•

at any time during the corporation’s taxable year, five or fewer individuals who are United States citizens or residents own, directly or indirectly (or by virtue of certain ownership attribution rules), more than 50% of the corporation’s stock by either voting power or value (we refer to this as the “shareholder test”); and

•

the corporation receives at least 60% of its gross income, or 50% after the initial year of qualification, as adjusted, for the taxable year from certain passive sources (we refer to this as the “income test”).

---

---

---

(1)

In addition, Accenture Ltd and the selling shareholders will reimburse the Underwriters up to $25,000 for Blue Sky fees and expenses.

---

---

---

---

---

---

---

---

---

---

---

---

---

*  Excludes

payments for partner distributions in respect of periods ended on or prior to May 31, 2001.

---

---

(1)

Accenture Class A common shares issuable or exchangeable upon redemption or exchange of shares held by Accenture SCA Class I common shareholders and Accenture Canada Holdings Inc. shareholders.

---

---

---

---

*

Excludes payments for partner distributions in respect of periods ended on or prior to May 31, 2001.

---

---

---

---

---

---

---

---

---

---

---

---

---

(1)

The revaluation of deferred tax liabilities upon change in tax status is a deferred tax expense recognized upon Accenture’s change in tax status from partnership to corporate form.

---

---

(1)

Accenture has recognized a valuation allowance of $76,187 relating to the ability to recognize the tax benefits associated with capital losses on certain U.S. investments and with specific tax net operating loss carryforwards and tax credit carryforwards of certain non-U.S. operations.

---

---

---

•

except as described below, maintain beneficial ownership of his or her covered shares received on or prior to the date of the offering for a period of eight years thereafter; and

•

maintain beneficial ownership of at least 25% of his or her covered shares received on or prior to the date of the offering as long as he or she is an employee of Accenture.

---

---

•

except as described below, maintain beneficial ownership of his or her covered shares received on or prior to the date of the offering for a period of eight years thereafter; and

•

maintain beneficial ownership of at least 25% of his or her covered shares received on or prior to the date of the offering as long as he or she is an employee of Accenture.

---

---

---

---

---

---

---

---

---

---

---

(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, Unbilled services, Deferred revenue and a portion of Other long-term assets that represent balances for clients with extended payment terms.

---

(1)

EMEAI includes Europe, the Middle East, Africa and India.

---

---

---

(1)

Certain common share equivalents have been excluded from the earnings (loss)-per-share calculation as their effect is antidilutive. In addition, for the purpose of the above calculation of earnings (loss)-per-share, the weighted average number of shares is based upon the periods the shares have been outstanding. The weighted average basic shares were 295,392,338 and the diluted shares were 899,711,420.

---

---

---

---

---

---

---

---

---

---

---

---

---

**

Previously filed.

---

---

---